Annual / Quarterly Financial Statement • Feb 24, 2025
Annual / Quarterly Financial Statement
Open in ViewerOpens in native device viewer

This document contains the following elements:
All those documents are available in the Spanish version of the accounts reported to the CNMV.

(Together with the consolidated annual accounts and consolidated directors' report of Almirall, S.A. and subsidiaries for the year ended 31 December 2024)
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Barcelona)
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the Shareholders of Almirall, S.A.
We have audited the consolidated annual accounts of Almirall, S.A. (the "Parent") and subsidiaries (together the "Group"), which comprise the consolidated balance sheet at 31 December 2024, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and consolidated notes.
In our opinion, the accompanying consolidated annual accounts give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of the Group at 31 December 2024 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in Spain.
We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts section of our report.
We are independent of the Group in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the consolidated annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Auditores S.L., a limited liability Spanish company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated annual accounts of the current period. These matters were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | How the matter was addressed in our audit | ||
|---|---|---|---|
| As indicated in notes 8 and 9 to the accompanying consolidated annual accounts, at 31 December 2024 the Group has goodwill and intangible assets with a carrying amount of Euros 316 million and Euros 937 million, respectively. The Group calculates the recoverable amount of goodwill and in-process intangible assets annually and assesses the existence of indications of impairment of intangible assets subject to amortisation, for the purposes of determining, where applicable, their recoverable amount. As a result of this analysis, in 2024 the Group recognised net impairment of Euros 10 million on intangible assets associated with the cash-generating unit "Allergan portfolio". The Group estimates the recoverable amount of these assets by applying valuation techniques that require a high degree of judgement by the Parent's management and Directors, and the use of estimates that include relevant assumptions subject to uncertainty. Due to the significance of the carrying amount of the intangible assets and goodwill, the high degree of judgement and the uncertainty associated with estimating the recoverable amount of these assets, we have considered this to be a key audit matter. |
Our audit procedures included the following: – Assessing the design and implementation of certain key controls linked to the process of estimating the recoverable amount of goodwill and intangible assets. – Assessing the reasonableness of the methodology used to calculate the recoverable amount of goodwill and intangible assets, and the key assumptions used, with the involvement of our valuation specialists. – Evaluating the sensitivity of the estimated recoverable amount to reasonably possible changes in the key assumptions identified. – Evaluating the Group's capacity to calculate the cash flow projections, comparing historical forecasts of results with the actual results obtained and the business plans approved by Group management. We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the Group. |
||
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| As indicated in note 23 to the accompanying consolidated annual accounts, at 31 December 2024 the Group has recognised deferred tax assets for a total of Euros 189 million, which primarily correspond to available deductions generated for research and development and unused tax loss carryforwards to be applied to corporate income tax by the Spanish tax group. |
Our audit procedures included the following: – Assessing the design and implementation of certain key controls linked to the process of recognising and measuring deferred tax assets. |

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| Recoverability of deferred tax assets See note 23 to the consolidated annual accounts |
||||
|---|---|---|---|---|
| How the matter was addressed in our audit | ||||
| Assessing the reasonableness of the criteria and the main assumptions considered by the Spanish tax group in estimating the future taxable profits necessary for offset. Assessing the reasonableness of the amounts to be offset in the estimated period of time, in accordance with applicable tax legislation. Analysing the consistency of forecast results which served as a basis for analysing the recoverability of the deferred tax assets with the business plan approved by Group management. We also assessed whether the disclosures in the consolidated annual accounts meet the requirements of the financial reporting framework applicable to the |
||||
Other information solely comprises the 2024 consolidated directors' report, the preparation of which is the responsibility of the Parent's Directors and which does not form an integral part of the consolidated annual accounts.
Our audit opinion on the consolidated annual accounts does not encompass the consolidated directors' report. Our responsibility regarding the information contained in the consolidated directors' report is defined in the legislation regulating the audit of accounts, as follows:
Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the consolidated directors' report is consistent with that disclosed in the consolidated annual accounts for 2024, and that the content and presentation of the report are in accordance with applicable legislation.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
The Parent's Directors are responsible for the preparation of the accompanying consolidated annual accounts in such a way that they give a true and fair view of the consolidated equity, consolidated financial position and consolidated financial performance of the Group in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated annual accounts, the Parent's Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The Parent's audit committee is responsible for overseeing the preparation and presentation of the consolidated annual accounts.
Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
We communicate with the audit committee of the Parent regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Parent's audit committee with a statement that we have complied with the ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, safeguarding measures adopted to eliminate or reduce the threat.
From the matters communicated to the audit committee of the Parent, we determine those that were of most significance in the audit of the consolidated annual accounts of the current period and which are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
We have examined the digital files of Almirall, S.A. and its subsidiaries for 2024 in European Single Electronic Format (ESEF), which comprise the XHTML file that includes the consolidated annual accounts for the aforementioned year and the XBRL files tagged by the Company, which will form part of the annual financial report.
The Directors of Almirall, S.A. are responsible for the presentation of the 2024 annual financial report in accordance with the format and mark-up requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation").

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Our responsibility consists of examining the digital files prepared by the Directors of the Parent, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the consolidated annual accounts included in the aforementioned digital files fully corresponds to the consolidated annual accounts we have audited, and whether the consolidated annual accounts and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.
In our opinion, the digital files examined fully correspond to the audited consolidated annual accounts, and these are presented and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.
The opinion expressed in this report is consistent with our additional report to the Parent's audit committee dated 21 February 2025.
We were appointed as auditor of the Group by the shareholders at the ordinary general meeting on 10 May 2024 for a period of three years, from the year ended 31 December 2024.
Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting and have been auditing the annual accounts since the year ended 31 December 2021.
KPMG Auditores, S.L. On the Spanish Official Register of Auditors ("ROAC") with No. S0702
(Signed on original in Spanish)
This report corresponds to stamp number 20/25/00614 issued by the Catalan Institute of Registered Auditors (Col.legi de Censors Jurats de Comptes de Catalunya).
Juan Ramón Aceytuno Mas
On the Spanish Official Register of Auditors ("ROAC") with No. 16084
21 February 2025
Consolidated Financial Statements for the year ending on 31 December 2024, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails)
(Thousands of Euros)
| ASSETS | Note | 31/12/2024 | 31/12/2023 | |
|---|---|---|---|---|
| Goodwill | 8 | 315,966 | 315,966 | |
| Intangible assets | 9 | 936,967 | 951,415 | |
| Right-of-use assets | 10 | 43,586 | 43,016 | |
| Property, plant and equipment | 11 | 153,790 | 141,287 | |
| Financial assets | 12 | 16,350 | 22,878 | |
| Deferred tax assets | 23 | 188,860 | 181,761 | |
| NON-CURRENT ASSETS | 1,655,519 | 1,656,323 | ||
| Stocks | 14 | 171,783 | 167,528 | |
| Trade and other receivables | 15 | 151,444 | 131,498 | |
| Current tax assets | 23 | 21,632 | 15,536 | |
| Other current assets | 18,987 | 16,010 | ||
| Current financial investments | 12 | 201 | 136 | |
| Cash and cash equivalents | 13 | 377,097 | 387,954 | |
| CURRENT ASSETS | 741,144 | 718,662 | ||
| TOTAL ASSETS | 2,396,663 | 2,374,985 |
| LIABILITIES AND EQUITY | Note | 31/12/2024 | 31/12/2023 | |
|---|---|---|---|---|
| Subscribed capital | 16 | 25,616 | 25,127 | |
| Share premium | 16 | 581,874 | 545,866 | |
| Legal reserve | 16 | 4,275 | 4,275 | |
| Other reserves | 16 | 838,929 | 915,984 | |
| Valuation adjustments and other adjustments | 16 | (31,867) | (33,205) | |
| Translation differences | 16 | 59,408 | 43,827 | |
| Profit (loss) for the year | 10,147 | (38,474) | ||
| EQUITY | 1,488,382 | 1,463,400 | ||
| Deferred income | 17 | 4,485 | - | |
| Financial liabilities | 18 | 332,993 | 341,851 | |
| Non-current liabilities from leasing | 10 | 37,521 | 37,605 | |
| Deferred tax liabilities | 23 | 64,992 | 71,920 | |
| Retirement benefit obligations | 20 | 58,581 | 60,481 | |
| Provisions | 21 | 8,447 | 9,491 | |
| Other non-current liabilities | 19 | 47,838 | 39,162 | |
| NON-CURRENT LIABILITIES | 554,857 | 560,510 | ||
| Financial liabilities | 18 | 14,373 | 13,968 | |
| Current liabilities for leasing | 10 | 7,061 | 6,206 | |
| Trade payables | 19 | 186,525 | 181,354 | |
| Current tax liabilities | 23 | 42,511 | 29,044 | |
| Other current liabilities | 19 | 102,954 | 120,503 | |
| CURRENT LIABILITIES | 353,424 | 351,075 | ||
| TOTAL LIABILITIES AND EQUITY | 2,396,663 | 2,374,985 |
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDING ON DECEMBER 31
(Thousands of Euros)
| Note | Fiscal year 2024 |
Fiscal year 2023 |
|
|---|---|---|---|
| Net turnover | 22 | 985,721 | 894,516 |
| Other Income | 22 | 4,906 | 4,271 |
| Operating income | 990,627 | 898,787 | |
| Work carried out on fixed assets | 9 | 20,354 | 9,016 |
| Supplies | 22 | (238,395) | (221,495) |
| Staff costs | 22 | (234,931) | (208,801) |
| Depreciation | 9, 10 & 11 | (139,084) | (124,316) |
| Net change in valuation adjustments | 22 | (695) | (2,597) |
| Other operating expenses | 22 | (348,265) | (307,185) |
| Net gains (losses) on disposal of assets | 22 | (3,494) | (1,343) |
| Impairment losses on property, plant and equipment, intangible assets and | |||
| goodwill | 9 & 22 | (10,031) | (47,330) |
| Operating profit | 36,086 | (5,264) | |
| Financial income | 22 | 7,652 | 5,585 |
| Financial expenses | 22 | (15,658) | (14,647) |
| Exchange rate differences | 22 | (1,105) | (1,321) |
| Valuation gain on financial instruments | 18 & 22 | (477) | (1,544) |
| Financial result | (9,588) | (11,927) | |
| Earnings before tax | 26,498 | (17,191) | |
| Corporate income tax | 23 | (16,351) | (21,283) |
| Net profit for the year attributable to the Parent Company | 10,147 | (38,474) | |
| Earnings / (Loss) per Share (Euros): | 26 | ||
| A) Basic | 0.05 | (0.18) | |
| B) Diluted | 0.05 | (0.18) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Fiscal year 2024 |
Fiscal year 2023 |
||
|---|---|---|---|
| Note | |||
| Profit (loss) for the year | 10,147 | (38,474) | |
| Other comprehensive income: | |||
| Items not to be reclassified to income | |||
| Retirement benefit obligations | 20 | 1,606 | (6,347) |
| Income tax on items that will not be reclassified | 23 | (268) | 1,777 |
| Others | - | - | |
| Total items not to be reclassified to income | 1,338 | (4,570) | |
| Items that can be reclassified subsequently to profit or loss | |||
| Other changes in value | - | - | |
| Foreign currency translation differences | 16 | 15,581 | (7,699) |
| Total items that can be reclassified subsequently to profit or loss | 15,581 | (7,699) | |
| Other comprehensive income for the fiscal year, net of tax | 16,919 | (12,269) | |
| Total comprehensive income for the year | 27,066 | (50,743) | |
| Attributable to: | |||
| - Owners of the parent company |
27,066 | (50,743) | |
| - Non-controlling interests |
- | - | |
| Total comprehensive income attributable to owners of the parent company derived from: | |||
| - Continuing operations |
27,066 | (50,743) | |
| - Discontinued operations |
- | - |
(Thousands of Euros)
| Other reserves | Other comprehensive income |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | Subscribed capital |
Share premium |
Legal reserve |
Other reserves of the Parent Company |
Treasury shares of the Parent Company |
Consolidated reserves |
Valuation adjustments to equity |
Translation differences |
Profit attributable to the Parent Company |
Equity | |
| Balance as at 01 January 2023 | 16 | 21,782 | 317,315 | 4,275 | 955,022 | (2,552) | (4,299) | (28,635) | 51,526 | 4,281 | 1,318,715 |
| Distribution of profits | - | - | - | (57,667) | - | 61,948 | - | - | (4,281) | - | |
| Capital increase | 16 | 2,927 | 197,073 | - | - | - | - | - | - | - | 200,000 |
| Capital increase costs | 16 | - | - | - | (1,674) | - | - | - | - | - | (1,674) |
| Dividends | 25 | 418 | 31,478 | - | (34,488) | - | - | - | - | - | (2,592) |
| Treasury shares of the Parent Company | 16 | - | - | - | - | (306) | - | - | - | - | (306) |
| Total comprehensive income for the year | - | - | - | - | - | - | (4,570) | (7,699) | (38,474) | (50,743) | |
| Balance as at 31 December 2023 | 16 | 25,127 | 545,866 | 4,275 | 861,193 | (2,858) | 57,649 | (33,205) | 43,827 | (38,474) | 1,463,400 |
| Other reserves | Other comprehensive income |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | Subscribed capital |
Share premium |
Legal reserve |
Other reserves of the Parent Company |
Treasury shares of the Parent Company |
Consolidated reserves |
Valuation adjustments to equity |
Translation differences |
Profit attributable to the Parent Company |
Equity | |
| Balance as at 01 January 2024 |
16 | 25,127 | 545,866 | 4,275 | 861,193 | (2,858) | 57,649 | (33,205) | 43,827 | (38,474) | 1,463,400 |
| Distribution of profits | - | - | - | (60,154) | - | 21,680 | - | - | 38,474 | - | |
| Dividends | 25 | 489 | 36,008 | - | (39,785) | - | - | - | - | - | (3,288) |
| Treasury shares of the Parent Company | 16 | - | - | - | 1,127 | 77 | - | - | - | - | 1,204 |
| Total comprehensive income for the year | - | - | - | - | - | - | 1,338 | 15,581 | 10,147 | 27,066 | |
| Balance as at 31 December 2024 | 16 | 25,616 | 581,874 | 4,275 | 762,381 | (2,781) | 79,329 | (31,867) | 59,408 | 10,147 | 1,488,382 |
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDING ON DECEMBER 31
(Thousands of Euros)
| Note | Fiscal year 2024 |
Fiscal year 2023 |
|
|---|---|---|---|
| Cash Flow | |||
| Earnings before tax | 26,498 | (17,191) | |
| Depreciation | 9, 10 & 11 | 139,084 | 124,316 |
| Valuation adjustments for impairment | 9 & 22 | 10,031 | 47,330 |
| Net gains (losses) on disposal of assets | 22 | 3,494 | 1,343 |
| Financial income | 22 | (7,652) | (5,585) |
| Financial expenses | 22 | 15,658 | 14,647 |
| Exchange rate differences | 22 | 1,105 | 1,321 |
| Changes in fair value of financial instruments | 18 & 22 | 477 | 1,544 |
| Allocation of deferred income | 17 | (2,938) | - |
| Change in fair value of Covis Pharma financial assets | 12 & 22 | (2) | (2,994) |
| 185,755 | 164,731 | ||
| Adjustments for changes in working capital: | |||
| Change in stocks | 14 | (3,531) | (37,120) |
| Change in trade and other receivables | 15 | (4,722) | (3,146) |
| Change in trade payables | 19 | 1,046 | (9,392) |
| Change in other current assets | (3,110) | (4,313) | |
| Change in other current liabilities | 10,391 | (2,062) | |
| Adjustments for changes in other non-current items: | |||
| Other non-current assets and liabilities | (877) | (1,646) | |
| (803) | (57,679) | ||
| Cash flow from taxes: | (24,185) | (13,567) | |
| Net cash flows from operating activities (I) | 160,767 | 93,485 | |
| Cash flow from investment activities | |||
| Interest receivable | 6,823 | 5,123 | |
| Investments: | |||
| Intangible assets | 9 & 19 | (131,596) | (125,805) |
| Property, plant and equipment | 11 | (29,835) | (33,499) |
| Financial assets | 12 | (237) | (818) |
| Divestments: | |||
| Receivables linked to the contract with Covis/AstraZeneca | 12 | 13,152 | 31,801 |
| Other non-current assets | 1,653 | 639 | |
| Net cash flows from investment activities (II) | (140,040) | (122,559) | |
| Cash flow from financing activities | |||
| Interest payable | 18 | (10,537) | (10,214) |
| Equity instruments: | |||
| Capital increase | 16 | - | 197,767 |
| Dividends paid | 25 | (3,288) | (2,592) |
| Acquisition/Disposal of own equity instruments | 16 | 539 | 157 |
| Financial instruments: | |||
| Repayment of debts with credit institutions | 18 | (10,000) | (10,000) |
| Finance lease payments | 10 | (8,582) | (6,913) |
| Others | 284 | - | |
| Net cash flows from financing activities (III) | (31,584) | 168,205 | |
| Net change in cash and cash equivalents (I+II+III) | (10,857) | 139,131 | |
| Cash and cash equivalents at the start of the fiscal year | 387,954 | 248,823 | |
| Cash and cash equivalents at the end of the fiscal year | 377,097 | 387,954 |
Almirall, S.A. is the Parent Company of a Group of companies (hereinafter, the Almirall Group), which is made up of the subsidiaries listed in the Appendix attached to these annual financial statements, the corporate purpose of which consists basically of the purchase, manufacture, storage, marketing, and mediation in the sale of pharmaceutical specialities and products, as well as of all types of raw materials used in the preparation of such pharmaceutical specialities and products.
Accordingly, the Parent Company's corporate purpose also includes:
Pursuant to the Parent Company's articles of association, the aforementioned corporate purpose may be pursued, in whole or in part, directly by the Parent Company itself or indirectly through shareholding or equity interests, or any other rights or interests in companies or other types of entities, with or without legal personality, with registered office in Spain or abroad, which engage in activities identical or similar to those included in the corporate purpose of the Parent Company.
Almirall, S.A. is a public limited company listed on the Spanish Stock Exchanges and included in the Spanish continuous market (SIBE). Its registered office is located at Ronda General Mitre, 151, Barcelona (Spain). Its headquarters is located at the same address (Ronda General Mitre, 151).
The consolidated financial statements of the Almirall Group for the year ending on 31 December 2024, which have been obtained from the accounting records kept by the Parent Company and by the other entities comprising the Group, were prepared by the Parent Company's Administrators on 21 February 2025.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, taking into consideration all mandatory accounting principles and rules and valuation criteria, as well as the Spanish Code of Commerce, the Spanish Capital Companies Act and all other applicable commercial legislation, so that they give a true and fair view of the equity and financial position of the Almirall Group on 31 December 2024 and of the results of its operations, of the changes in consolidated equity and of the changes in other consolidated comprehensive income and of the consolidated cash flows that have taken place in the Group in the fiscal year ending on that date.
The consolidated financial statements have been prepared using the historical cost method, modified with respect to the recording of financial instruments at fair value, as required by the accounting regulations.
(Thousands of euros)
However, since the accounting principles and valuation criteria applied in the preparation of the Group's consolidated financial statements for 2024 may differ from those used by some of the Group companies, the necessary adjustments and reclassifications have been made in the consolidation process in order to standardise such principles and criteria and to bring them into line with International Financial Reporting Standards (IFRS).
The Group's consolidated financial statements for 2023 were approved by the Parent Company's General Shareholders' Meeting held on 10 May 2024. These consolidated financial statements of the Group for fiscal year 2024 are pending approval by the Parent Company's General Shareholders' Meeting. Nevertheless, the Parent Company's Board of Directors expects that they will be approved without any changes.
The consolidated financial statements of the Almirall Group for the year ending on 31 December 2005 were the first to be prepared in accordance with International Financial Reporting Standards established in Regulation (EU) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002. In Spain, the obligation to present consolidated financial statements under an EU-adopted IFRS basis was also regulated in Final Provision Eleven of Law 62/2003, of 30 December, on fiscal, administrative and social measures.
The main accounting policies and valuation standards adopted by the Almirall Group are presented in Note 5.
With respect to the application of IFRS, the main choices made by the Almirall Group are as follows:
As detailed below, new accounting standards (IAS/IFRS) and interpretations (IFRIC) entered into force in 2024. Furthermore, as of the date of preparation of these consolidated financial statements, new accounting standards (IAS/IFRS) and interpretations (IFRIC) have been published and are expected to come into force for accounting periods beginning on or after 1 January 2025.
Standards, amendments and interpretations are mandatory for all fiscal years beginning on or after 1 January 2024:
Standards, amendments and interpretations that have not yet entered into force but may be adopted in advance:
As indicated above, the Group has not considered the early application of the Standards and interpretations detailed above and, in any case, the Group is analysing the impact that these new
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
standards/amendments/interpretations may have on the Group's consolidated financial statements, should they be adopted by the European Union.
There have been no significant changes in the composition of the Group that would significantly affect the comparability of the balance sheet figures as of 31 December 2024 with those as of 31 December 2023. The same is true of the comparability of the balance sheet figures in the consolidated income statement for the fiscal year ending on 31 December 2024 with those for the fiscal year ending on 31 December 2023.
These consolidated financial statements are presented in euros, since this is the currency of the main economic environment in which the Group operates. Other relevant currencies in the Group's operations are the US dollar, the pound sterling and the Swiss franc, among others (see Note 22).
The consolidated income and the determination of consolidated equity are sensitive to the accounting principles and policies, valuation criteria, and estimates used by the Parent Company's Administrators in preparing the consolidated financial statements. In the consolidated financial statements for the fiscal year ending on 31 December 2024, estimates made by the Group's management and by the management of the consolidated entities were occasionally used and subsequently ratified by the Parent Company's Administrators in order to quantify certain assets, liabilities, income, expenses and obligations that are reported in the estimates. Basically, these estimates refer to:
Although these estimates were made on the basis of the best information available on 31 December 2024 about the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in subsequent years, which, in accordance with IAS 8, would be done prospectively, recognising the effects of the change in estimate on the corresponding consolidated income.
The accompanying consolidated financial statements have been prepared from the accounting records of Almirall, S.A. and of the companies controlled by it. The financial statements of the latter are prepared by the administrators of each company.
The subsidiaries of the Almirall Group that are detailed in the Appendix have been included in the consolidation process.
Subsidiaries are all companies over which the Group has control. The Group controls an entity when it is exposed to, or has the right to variable returns from its involvement with the investee entity and has the ability to influence those returns through the power to direct the entity's relevant activities. Subsidiaries are consolidated from the date on which control is transferred to the Group. They cease to be consolidated starting from the date on which control ceases.
The criteria followed to determine the consolidation method applicable to each of the companies comprising the Almirall Group have been of full consolidation, since these are companies in which the direct or indirect shareholding is greater than 50% and over which the Group exercises effective control
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
due to the majority of votes in their representative and decision-making bodies. Consequently, all the significant balances and effects of transactions between consolidated companies have been eliminated in the consolidation process.
The consolidation of the results generated by the companies acquired in the course of a fiscal year is carried out by including only those results for the period between the date of acquisition and the end of that fiscal year. Simultaneously, the consolidation of the results generated by the companies disposed of in a fiscal year is carried out by including only those results for the period between the start of the fiscal year and the date of disposal.
When necessary, the financial statements of subsidiaries are adjusted so that the accounting policies used are consistent with those used by the Group's Parent Company.
When the Group ceases to have control, any retained interest in the entity is revalued at fair value on the date that control is lost, with the change in the carrying amount recognised in the income. The fair value is the initial carrying amount for the purposes of subsequent accounting of the interest retained as an associated company, joint venture or financial asset. In addition, any amount previously recognised in other comprehensive income for that entity is recognised as if the Group had directly sold the related assets or liabilities. This could mean that amounts previously recognised in other comprehensive income are reclassified to the consolidated income statement.
In addition, the accompanying consolidated financial statements do not include the tax effect that might arise as a result of including the income and reserves generated by the subsidiaries in the equity of the Parent Company, since, pursuant to IAS 12 and given that the Parent Company controls the subsidiaries, it is considered that no transfers of reserves will be made that give rise to additional taxation and, if applicable, would not be relevant.
A list of subsidiaries and information related to them are provided in the Appendix to these Notes to the consolidated financial statements.
Finally, at 31 December 2024 and 2023, two of the companies included in the scope of consolidation are considered inactive (Almirall Europa Derma, S.A. and Laboratorios Tecnobio, S.A.). There are no other companies that are outside the scope of consolidation.
During the years ending on 31 December 2024 and 2023, there have been no changes in the companies included within the Group's scope of consolidation.
When a dividend is approved, which may be settled in cash or through the issue of fully paid-up shares at the investor's option, i.e. remuneration with shares for a specific value, the Group recognises the corresponding liability by means of a charge to reserves equivalent to the fair value of the rights to be allotted shares at no charge. If the investor elects to subscribe for fully paid-up shares, the Group will recognise the corresponding capital increase. If the investor elects to collect the dividend, the Group will derecognise the liability be means of a credit to the cash paid.
At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to use the "Flexible Dividend" shareholder remuneration system, which has already been applied in previous years, or alternatively, to pay it fully in cash (see subsequent event indicated in Note 34).
The consolidated financial statements of the Group for the year ending on 31 December 2024 have been prepared by the Parent Company's Administrators in accordance with International Financial Reporting Standards (IFRS), as approved by the European Union pursuant to Law 62/2003 of December 30.
The main valuation standards used to draw up these consolidated financial statements, in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
also with the interpretations in force at the time when these consolidated financial statements were prepared, were as follows:
The Group applied the exception provided for in IFRS 1 "First-time Adoption of International Financial Reporting Standards" and therefore only business combinations carried out on or after 1 January 2004, the date of transition to IFRS-EU, have been accounted for using the acquisition method. Acquisitions of entities made prior to that date were recorded in accordance with the previous generally accepted accounting principles, after taking into account the necessary corrections and adjustments at the transition date.
The Group has applied IFRS 3 "Business Combinations" as revised in 2008 for transactions carried out on or after 1 January 2010.
In business combinations, the Group applies the acquisition method. The excess between the consideration given and the net amount of assets acquired and liabilities assumed, less the value assigned to non-controlling interests, is recorded as goodwill. The assets acquired and the liabilities assumed are recognised on the acquisition date at their fair value.
Goodwill is not amortized, but is tested for impairment on an annual basis or earlier if there are signs of a potential loss in the value of the asset. For these purposes, the goodwill resulting from the business combination is allocated to each of the Group's cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination and the criteria referred to in section d) (impairment) of this Note are applied. After initial recognition, goodwill is measured at cost less accumulated impairment losses.
Intangible assets are initially recognised at acquisition cost (separately or through a business combination) or at production cost and subsequently measured at their cost, when appropriate, minus their accumulated amortisation and any impairment losses.
All registered intangible assets have a finite useful life and are amortised on the basis thereof, applying criteria similar to those adopted for the amortisation of property, plant and equipment; and these criteria are basically equivalent to the following amortisation rates for the most standard assets (determined on the basis of the average years of estimated useful life of the various items):
| Years of useful life |
|
|---|---|
| Patents and trademarks | 3 |
| Computer applications | 3 – 6 |
In the case of intangible assets resulting from licensing and/or development agreements, their useful life is estimated on the basis of the commercial life of the acquired rights. Generally, this covers the period from product launch to expiry of the patent (at which point the entry of generics is foreseen, if applicable), always limited to the contractual period for which the rights are held. Note 9 details the useful lives of the main intangible assets.
The consolidated entities recognise any impairment loss on the carrying amount of these assets with a charge to "Impairment losses on property, plant and equipment, intangible assets and goodwill" in the consolidated income statement. The criteria for recognising the impairment losses of these assets and, when applicable, the reversal of impairment losses recorded in previous years, are similar to those applied for property plant and equipment (Note 5-d)).
The costs of research activities are recognised as an expense in the period in which they are incurred.
Expenses incurred internally as a result of the development of new drugs by the Group are only recognised as assets if all of the following conditions are met or can be demonstrated:
The development of new drugs is subject to a high degree of uncertainty, due to the long maturation period of the drugs (usually several years) and of the technological results obtained in the different testing phases of the development process. In any of the different phases of the development process, it may be necessary to abandon said development, either because the new drugs do not meet medical and regulatory standards, or because they do not meet profitability thresholds. For these reasons, the Group considers that the uncertainty is only overcome once the developed product is approved by the competent authorities in a relevant market. This is the moment from which the Group considers that the conditions for the capitalisation of development expenses have been met.
The acquisition separately or through a business combination of an ongoing research and development project is always capitalised pursuant to Para. 25 of IAS 38, since the price paid for the acquisition reflects expectations about the probability that the future economic benefits of the asset will be realised by the Group; in other words, the price paid reflects the probability of success of the project. When the Group acquires intangible assets with payments contingent on future events, it recognises them using the aggregate cost model.
Development costs (internal and acquired) previously recognised as an expense will not be recognised as an asset in a subsequent fiscal year.
Patents, trademarks and licences for the production, marketing and/or distribution of products are initially recorded at acquisition cost (separately or through a business combination) and are amortised over the estimated useful lives of the products to which they relate.
In the case of licensing and/or development agreements, payments subject to the achievement of regulatory or commercial milestones are generally recognised at the time the milestone is met. They are therefore are considered to be contingent assets until that time and are recognised as an increase in the cost of the intangible asset in question. In the case of commercial milestones (where the product is usually already on the market), the amortisation period is reduced to the remaining useful life of the original asset.
In the event that any milestone implied an improvement in the protection of intellectual property (i.e. reducing the risk of entry of generics, for example), the useful life would be re-estimated accordingly.
In the case of non-contingent assets, the cost is recognised at the initial moment, and the consideration is measured at a value equivalent to the amortised cost of the liability to be disbursed in the future, discounted at a market rate of interest.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
In this account, the Group records the acquisition and development of software, whether it is the implementation of new software or substantial improvements to existing software. Maintenance costs for computer applications are charged to the consolidated income statement for the year in which they are incurred.
Property, plant and equipment are valued at cost (determined by separate acquisition or acquisition through a business combination).
Replacements or renewals of entire items that increase the useful life of the related asset, or its economic capacity, are recorded as an increase in property, plant and equipment, and the replaced or renewed items are derecognised.
Periodic maintenance, upkeep and repair expenses are charged to income on an accrual basis as a cost for the year in which they are incurred.
Items in progress are transferred to property, plant and equipment in operation once they are ready to be put into operation.
The annual depreciation charges for property, plant and equipment are recognised in the consolidated income statement, and they are basically equivalent to the depreciation rates determined on the basis of the years of estimated useful life. The land on which buildings and other structures are built is considered to have an indefinite useful life and is therefore not depreciated.
Among property, plant and equipment, there are a number of environmental assets whose main purpose is minimising environmental impacts and protecting and improving the environment, including the reduction or elimination of future pollution from the Group's operations. The annual cost, as well as the investments and the carrying value at the close of each fiscal year, are detailed in Note 31.
The Group also has photovoltaic panels at some of its production facilities, to produce energy for selfconsumption. These assets are valued, as any tangible asset, at the acquisition or production cost.
| The average useful lives of the various items are detailed below: |
|---|
| Years of useful life |
|
|---|---|
| Construction | 33-50 |
| Technical installations and machinery | 6-12 |
| Other facilities and tools | 3-12 |
| Laboratory furnishings and equipment | 6-10 |
| Information processing equipment | 4-6 |
| Transport equipment | 5-6.25 |
The income resulting from the disposal or retirement of an asset is calculated as the difference between the proceeds of the sale and the carrying amount of the asset, and is recognised in the consolidated income statement.
At each consolidated balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such an indication exists, then the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the asset does not generate cash flows on its own that are independent of other assets, then the Group calculates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets for which amortisation has not commenced are tested for impairment at least at the end of each fiscal year, and whenever there are indications of impairment prior to the end of each year.
The properties associated with the Group's production centres are not assigned to any specific cashgenerating unit (hereinafter "CGU"), given that they are in common use by various CGUs, most of which
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
do not have an assigned intangible asset or goodwill, wherefore they are not included in the carrying amount when tested for impairment. However, the related costs are allocated on a reasonable allocation basis to the various products, which are ultimately considered as CGUs for the purposes of the Group's impairment tests. Furthermore, there is no property whose use is specific for a single product or CGU.
These assets have not been tested for impairment because there were no indications of impairment. If there were any, an analysis of the value chain of the associated product (which is usually the most easily identifiable CGU) would have been performed to assess whether any tangible asset could be affected (e.g. a product being discontinued or withdrawn from the market).
The recoverable amount is defined as whichever is the greater of the following amounts: fair value less costs to sell; or the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market assessments of the time value of money (TVM) and that also reflects any risks specific to the asset for which the estimated future cash flows have not been adjusted. Value in use is calculated by applying both cash flows and an after-tax discount rate. The fact of using these variables (discount rate and cash flows) before or after taxes does not significantly change the result of the analysis conducted.
The discount rate used is reviewed periodically (at least every six months), and it takes into account various components that reflect the current macroeconomic environment, such as the cost of risk-free debt (usually associated with the cost of public debt of the territory concerned), the sector Beta and the risk premium by size.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, then the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated income statement.
Losses related to the impairment of the value of the CGU reduce the value of the goodwill assigned to the CGU and then to the other assets of the CGU, pro rata based on the carrying amount of each of the assets, with the limit for each of them being the higher of their fair value less costs of disposal, their value in use and zero.
When an impairment loss subsequently reverses (a circumstance not permitted in the case of goodwill), the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount. This increase is implemented in such a way, however, that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in previous fiscal years. A reversal of an impairment loss is recognised immediately as income in the consolidated income statement, up to that limit.
In the case of goodwill, the impairment analysis, which is conducted at the intervals described in Note 5-a). In the event that an impairment loss on goodwill must be recognised, this loss is not reversible.
In general, the meth that the Almirall Group uses for impairment tests, based on the value in use of assets assigned to the CGUs with goodwill, relies on the estimate of cash flow projections drawn from financial budgets approved by the Management, which cover an explicit minimum period of 5 years. Cash flows beyond the explicit period are extrapolated using negative perpetual growth rates (g), given that, due to the very nature of the sector, products tend to be replaced by new, innovative products in the long term or they see their price significantly reduced as a consequence of new treatments and/or entry by generics, and therefore permanent growth scenarios are not considered in the long term. This is also in line with IAS 36 on the guide for growth rates in financial projections.
For certain assets (such as products under development that are not yet depreciated), detailed financial projections that range from 10 to 18 years are used (depending on the expected useful life of the asset). A probability of the project's success is applied to these projections, and a residual income is estimated for the following years by applying a growth rate that depends on the type and age of the products, based on experience with the same.
Other intangible assets are tested for impairment only in those cases where there are indications of impairment and those that are in progress (normally products in the development stage).
The estimated financial projections for each cash-generating unit or asset consist of estimated after-tax net cash flows. The latter are determined, in turn, based on the estimated sales, gross margins and other expected costs for that cash-generating unit. The projections are based on reasonable and wellfounded assumptions.
Cash flows are estimated based on the maturity cycle of the product, the size of the market (which depends on the type of disease and the level of diagnosis of the disease), the therapeutic characteristics of the product itself (based on the clinical value of the product, a market share percentage within the therapeutic area is estimated) and the expected reimbursement price. In this regard, faced with tougher macroeconomic environments, it is true that the governments of the different territories have incentives to limit healthcare spending (one part being the cost of financed medicines and treatments), but these cost containment measures can take different forms, such as the prevalence of alternative generic treatments, limiting the number of patients treated, unilateral price cuts for certain medicines, etc., so it is difficult to estimate without knowing the specific measures that may be applied, but even so the Group has some margin to adapt in many cases.
The key variables of the impairment tests performed by the Group largely reflect the sales trend for each of the different drugs, most of which are currently in the marketing phase, as well as the discount rates applied and the perpetual growth rate. Other assumptions, such as gross margin or cash flows, are not considered key due to showing less uncertainty:
In terms of sensitivity to the key assumptions, the Group's Management considers 10% to be a deviation range with sufficient headroom to absorb unexpected events beyond what is considered reasonable under normal business conditions, based on the retrospective analysis of past estimates.
As for the discount rate assumption and the perpetual growth rate assumption, half a point has been set as reasonable based on the increases experienced in recent years in the former case and a conservative assumption in the latter case.
The main assumptions used in the impairment tests and the sensitivity analysis for the years ending on 31 December 2024 and 2023 are detailed in Notes 8 and 9.
Leases are recognised as a right-of-use asset (including the respective liability) on the date when the leased asset is available for use by the Group, in accordance with the provisions established by IFRS 16. Each lease payment is allocated between the corresponding liability and the financial expense. The financial expense is charged to income over the term of the lease, so as to produce a constant periodic interest rate on the remaining balance of the liability for each year. The right-of-use asset is amortised on a straight-line basis over the useful life of the asset or the lease term, whichever of these is shorter.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease liabilities maintained by the Group include the net present value of the following lease payments:
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, then the incremental borrowing rate is used, which is the rate the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment under similar terms and conditions.
The Group rents offices, machinery and transportation equipment. Leases are normally for fixed terms of 3 to 5 years, although they may have extension options as described below. Lease terms are negotiated on an individual basis and include a wide range of different terms and conditions. The lease agreements do not impose covenants, but the leased assets cannot be used as collateral for borrowings.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The only individually relevant leased asset is the Group's headquarters, the terms of which are described in Note 10.
Given the nature of right-of-use assets, the initial cost recognised is essentially composed of the initial valuation of the lease liability; as a general rule, the initial direct costs or recovery costs are not relevant. Likewise, there are no variable lease payments other than those that depend on a rate or charge.
Payments associated with short-term leases (12 months ore less) and leases of low-value assets (computer equipment and small items of office furniture) are recognised, on a straight-line basis, as an expense in the consolidated profit and loss statement.
Stocks are valued at acquisition or production cost, or net realisable value, whichever is lower. Production costs include direct material costs and, where applicable, direct labour costs and applicable manufacturing overheads, also including those costs incurred for transport of stocks to their present location, and current conditions at the point of sale.
Trade discounts, rebates obtained, and other similar items are deducted when determining the acquisition price.
The cost price is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in the marketing, selling and distribution processes.
The Group evaluates the net realisable value of stocks at the end of the year and recognises the appropriate loss when they are overvalued. When the circumstances that previously led to the writedown no longer exist or when there is clear evidence of an increase in net realisable value due to a change in economic circumstances, the amount of the write-down is reversed.
Estimates are also made for the impairment of these assets due to obsolescence, mainly due to the expiry date of the different proprietary medicinal products (which ranges from 2 to 5 years for finished products) or due to slow turnover in cases where the estimated demand is insufficient to absorb the inventories within a reasonable period of time.
Trade receivables are recorded at their amortised cost. The recoverable amount is determined at each balance sheet date and is reduced, where appropriate, by any write-downs to cover balances in which there are circumstances that result in their classification as bad debts. The late payment faced by the Group is not significant and is mainly concentrated in pharmacies and hospitals that are dependent on national health systems (mainly due to budgetary constraints).
Cash and cash equivalents in the consolidated balance sheet include cash on deposit with the Group, demand bank deposits and financial investments convertible into cash with a maturity not exceeding three months from the date of acquisition. In addition, for the purposes of the Consolidated Cash Flow Statement, only those that do not have significant penalties in the event of early cancellation (maintaining the maturity limit at no more than three months) are considered.
Financial assets and liabilities are recognised in the consolidated balance sheet when the Group becomes a party to the contractual provisions of the financial instrument.
Classification: pursuant to IFRS 9, the Group classifies its financial assets into the following measurement categories:
The classification depends on the entity's business model for managing financial assets and the contractual terms of the cash flows.
(Thousands of euros)
For assets measured at fair value, profits and losses must be recorded in income or in other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group had made an irrevocable choice at initial recognition to account for the equity investment at fair value through other comprehensive income.
Recognition and derecognition: regular-way purchases and sales of financial assets are recognised on the trade date, i.e., the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets expire or are transferred and the Group has substantially transferred all the risks and rewards incidental to ownership.
Valuation: in the case of financial assets that are not at fair value through profit or loss (FVTPL), at initial recognition, the Group measures these at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. In contrast, the transaction costs of financial assets recorded at fair value through profit or loss (FVTPL) are recognised as an expense in the income statement.
Subsequent valuation of debt instruments depends on the Group's business model for managing the asset and on the cash flow characteristics thereof. The Group currently has debt instruments that fall into the following valuation categories:
The Group subsequently values all investments in equity at fair value. When the Group's Management has elected to present gains and losses at fair value of equity investments in other comprehensive income, then there is no subsequent reclassification of gains and losses in fair value to income following derecognition thereof. Dividends from such investments continue to be recognised in the profit for the fiscal year as other income when the company's right to receive the payments is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains / (losses) in the income statement, when applicable. Impairment losses (and reversals of impairment losses) on equity investments measured at fair value through other comprehensive income are not presented separately from other changes in fair value.
The Group evaluates the expected credit losses associated with its assets prospectively at amortised cost and at fair value through other comprehensive income. The method used for impairment depends on whether there has been a significant increase in the credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires that expected lifetime losses are recognised, starting from the initial recognition of the receivables, see Note 15 for further details.
Trade accounts payable are payment obligations for goods or services acquired from suppliers in the ordinary course of business. Trade accounts payable are classified as current liabilities if payments are due within one year or less (or due within the normal operating cycle, if this cycle is longer). Otherwise, they are presented as non-current liabilities.
Trade accounts payable are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method, when the maturity is greater than twelve months.
(Thousands of euros)
Financial liabilities are initially recognised at fair value less incurred transaction costs. Subsequently, financial debts are valued at amortised cost; any difference between the funds obtained (net of the costs necessary to obtain them) and the redemption value is recognised in the consolidated income statement during the term of the debt, in accordance with the effective interest rate method.
Fees paid to obtain credit facilities are recognised as debt transaction costs, whenever it is probable that some or all of the facility will be drawn down. In this case, fees are deferred until the amount is drawn down. To the extent that it is not probable that all or part of the credit line will be drawn down, the fee is capitalised as an advance payment for liquidity services and is amortised over the period of availability of the credit facility.
Financial debt is removed from the balance sheet when the obligation specified in the contract has been paid, cancelled or expired. The difference between the carrying amount of a financial liability that has been settled or transferred to another party and the consideration paid, including any asset transferred other than cash or the liability assumed, is recognised in income for the fiscal year as other financial income or expense.
Loans at subsidised or zero interest rates are forms of government aid. Any granted loans of this sort are recognised based on the fair value of the financing received; the differences arising between that fair value and the nominal value of the financing received are treated as a subsidy (see Note 19-b)).
In the accompanying consolidated balance sheets, financial assets and liabilities are classified by their dates of maturity; in other words, those maturing in twelve months or less from the consolidated balance sheet date are classified as current, and those maturing in more than twelve months as non-current.
The Group's activities expose it mainly to exchange rate risks, due to the marketing of products through licensees and subsidiaries in countries with currencies other than the euro, but the Group is also exposed to interest rate risks due to the Parent Company's indebtedness (Note 32).
For the years ended 31 December 2024 and 2023, the only derivative financial instrument held by the Group is the Equity swap described in Note 18, which does not qualify for hedge accounting.
In this case, the derivative is initially recognised at fair value and is subsequently remeasured at fair value at each reporting date. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included under "Valuation gains of financial instruments" in the consolidated income statement.
The entire fair value of a derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is greater than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months.
When preparing the consolidated financial statements, the Parent Company's Administrators distinguish between:
The Group's consolidated financial statements include all significant provisions with regards to which it is considered more likely than not that the obligation will have to be settled. Contingent liabilities that do not result from a business combination are not recognised and are listed in Note 27.
Provisions, which are quantified by taking into consideration the best information available on the consequences of the event that gives rise to them and are re-estimated at the end of each reporting period, are used to address the specific, probable risks for which they were originally recognised, and are reversed, in whole or in part, when these risks disappear or decrease. They include the following legal proceedings and claims:
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The Group's activities fall within a highly regulated sector (health legislation, intellectual property, etc.), which increases its exposure to potential lawsuits arising from its business activities.
The claims and litigation to which the Group is subject are generally complex, meaning that the evolution thereof can be highly uncertain, both as regards the probability of an outcome detrimental to the Group's interests and as regards the estimate of potential future disbursements to be made. As a consequence, it is necessary to use judgements and estimates, counting on the support of the relevant legal consultants.
At year-end 2024 and 2023, various legal proceedings and claims were in progress against the Group, arising from its normal course of business. Both the Parent Company's legal consultants and its Administrators consider that the provisions recorded are sufficient and that the conclusion of these proceedings and claims will not have a significant impact on the consolidated financial statements for the years in which they are closed.
The subsidiaries Almirall Hermal, GmbH, Almirall AG and Polichem, S.A. have obligations for retirement benefits (or post-employment payments), of which only the former is material in relation to the Group's consolidated financial statements.
As for the obligations assumed by Almirall Hermal GmbH, these benefits are structured into two defined benefit plans that were frozen in 2017, and a defined contribution plan with employer contributions:
The liability recognised in the balance sheet in respect of the defined benefit pension plans is the present value of the defined benefit obligation as of the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using the interest rates from high-quality corporate bonds expressed in the same currency in which the benefits will be paid, and whose terms to maturity are similar to those of the respective obligations. In countries where no market for this type of bonds has developed, the market rates for government bonds are used.
The amount of the commitments assumed has been determined by applying the following criteria:
Actuarial gains and losses arising from adjustments made based on experience and on changes in actuarial assumptions are charged or credited to equity in "Other comprehensive income" in the reporting period in which they arise.
Past service cost arises as a result of modifications to the benefits provided under a defined benefit plan. It may involve an improvement or a reduction in the benefits covered by the plan.
IAS 19 requires that past service cost be recorded directly in the consolidated income statement for the year in which the plan is modified. The entity recognises an expense when the change results in an improvement in benefits (increase of the past service cost), and it recognises income when benefits are reduced (reduction of the past service cost).
If new benefits are incorporated into a defined benefit plan, then this will have an immediate impact on the income statement, and it will not be possible to defer the expense that corresponds to those benefits that have not yet been accrued during the consolidation period.
The discount rates used in the calculation are established according to actuarial advice according to published statistics and experience in each territory.
In turn, the defined contribution plans provide coverage for contingencies similar to the defined benefit plans described above for all employees.
Once the contributions have been paid, the Group has no further payment obligations. Contributions are recognised as employee benefits when accrued.
Severance payments are made to employees as a result of the Group's decision to terminate their employment contract before the normal retirement age, or when the employee agrees to voluntarily resign in exchange for these benefits. The Group recognises these benefits when it has demonstrably committed to dismiss current employees in accordance with a detailed official plan that cannot be revoked. When an offer is made to encourage the voluntary resignation of multiple employees, severance payments are valued based on the number of employees expected to accept the offer.
Government subsidies to cover current expenses are recognised in the consolidated profit and loss once all conditions have been met, and in the periods in which the related costs are offset, and they are deducted in the presentation of the relevant expense.
Government subsidies related to property, plant and equipment are treated as deferred income and are recorded in income over the course of the expected useful lives of the relevant assets.
The Group recognises as revenue the amount of the transaction price related to the consideration it expects to be entitled to receive for the transfer of goods to the customer, for services provided and other revenue in the ordinary course of business, which may consist of fixed or variable amounts or both. Revenue is presented net of returns, trade discounts, prompt payment discounts and contributions to health care systems (see Note 5-p) for further details).
The Group recognises revenue when it satisfies an obligation by transferring a good or service to the customer and the customer obtains control of the asset. The Group determines, at the inception of the contract, whether to satisfy the obligations over time or at a specific point in time, depending on the specific conditions for each of the Group's activities, as described below.
In accordance with IFRS 15, the Group takes into account the five-step model for determining when revenue and the amount thereof should be recognised, which consists in the following steps:
In this regard, for each performance obligation that is identified, the Group determines, at inception of the contract, whether it satisfies the performance obligation over time or at a specific point in time.
The Group's "product sales" are those derived from sales of proprietary medicinal products, active pharmaceutical ingredients and other non-prescription pharmaceutical products, where control is transferred to customers and service obligations are fulfilled when the goods are made available to customers, which in the Group's case are wholesalers, logistics operators, pharmacies and hospitals
(in the various territories where the Group has a direct presence) or other pharmaceutical companies with which the Group has a distribution and/or licensing agreement for a specific territory and specific products.
In this regard, the Group distinguishes between three major segments in turnover (Note 24):
IFRS 15 establishes that an entity that grants the right to return product must recognise revenue equal to the consideration to which it expects to be entitled in exchange for transferring the promised goods or services to a customer, as well as a refund liability and an asset for the right to recover the products. The Group recognises its revenue net of estimated returns at the date of sale, while at the same time recognising a refund liability. The Group does not recognise an asset for the right to recover goods because, based on experience and the type of marketed product, returned materials cannot be returned to the Group's inventory.
The amount of recognised revenue is adjusted for expected returns, which are estimated based on the average return rate in recent years. Discounts granted to public customers are recorded as a deduction from revenue at the time the related revenue is recorded. Where appropriate, a liability is calculated on the basis of historical experience, which involves management judgements.
Therefore, the Group's revenue from product sales is subject to variable consideration for discounts, refunds and returns. This variable consideration is only recognised if it is highly probable that there will not be a material reversal in the amount of cumulative revenue recognised when the uncertainty associated with the variable consideration is subsequently resolved.
ii) Income from granting licenses
Mainly, although not exclusively, in countries where the Group does not have a direct presence, it grants other pharmaceutical companies licences to sell its products on an exclusive basis in a specific territory, furthermore undertaking to manufacture the pharmaceutical product for the customer in most cases. Sales for the supply of products are made on an arm's length basis and are recognised in accordance with paragraph (i) of this Note.
For these agreements, the Group generally charges an upfront payment for transfer of the licence, which is either non-refundable or may be refunded to the customer under strict conditions if the product is not finally authorised for distribution in the agreed territory. Given that these amounts are considered non-refundable in most cases, the revenue is recognised at the initial moment.
In addition, the Group usually includes in such contracts additional payments linked to the assignment of intellectual property subject to the achievement of regulatory and/or commercial milestones, which are considered contingent until the corresponding milestone occurs (at which time revenue would be recognised), or royalties based on product performance (typically sales of product in the local market), which are recognised as such sales occur.
Finally, in certain cases the Group grants perpetual licences where the Group's obligations are minimal (beyond a transitional period until transfer of the commercial authorisation in the relevant territory or until effective transfer of the production site can take place). In these cases, the Group's obligations are deemed to be fulfilled at the time when the contract is signed, and all revenue is recognised at inception.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
Interest income is recognised using the effective interest rate method. As a result of the Group's direct activity, it does not collect interest from its customers, rather only from the cash surpluses it places in financial instruments as mentioned in Notes 5-h) and 13.
In the different territories where the Group operates, it is common that, in order to gain access to health system prescribers (health sector professionals such as family doctors or specialists) and, therefore, to be able to sell proprietary medicinal products through its network of coverage, it has to enter into agreements with governments (usually through the Ministry of Health) or private co-payment systems (mainly with insurance companies).
When accessing the national health system, in the case of proprietary medicinal products, the relevant commercial authorisation is required, as well as a reimbursement price, which is the price charged by the Group (although the patient pays a much lower price, the difference being borne by the State). For this reason, governments often have models of contributions to the national health system, which are paid by pharmaceutical companies based on the different products that are prescribed or administered in hospitals, either in the form of mandatory direct rebates or contributions according to the sales made on reimbursed products. This is the model found in most countries in Europe (with a welfare state model).
In other territories, such as the United States, prescriptions are channelled through private insurance companies, with which agreements are made to include the Group's products in their coverage plans, given that otherwise the patient would have to pay the full price of the proprietary medicinal product, and this would limit the commercial success of the product.
In both cases, the Group makes the best estimate of the costs associated with these contributions, which are recorded as a reduction in "Net turnover" in the consolidated income statement. The liability is recorded under "Trade payables" (Note 19-a)) or "Provisions" (Note 21), depending on the expected time horizon for payment of the contributions.
The expense for Spanish corporate income tax and similar taxes applicable to foreign consolidated entities is recognised in the consolidated income statement, except when it results from a transaction the results of which are recorded directly in equity, in which case the related tax is also recorded in equity.
Almirall, S.A. is subject to Spanish Corporate Income Tax under the Spanish Tax Consolidation regime according to Chap. VI of Title VII of Law 27/2014, of 27 November, on Corporate Income Tax. The companies that are comprised in the Group for tax purposes for fiscal year 2023 are: Almirall, S.A., Laboratorios Almirall, S.L., Industrias Farmacéuticas Almirall, S.A., Laboratorios Tecnobío, S.A., Ranke Química, S.A., Almirall Europa Derma, S.A. and Almirall Holding Iberia, S.L.; for all of these, the first company mentioned acts as parent company. Consequently, the corporate income tax expense of the consolidated profit and loss includes the benefits derived from the application of tax loss and tax credit carryforwards that would not have been recorded if the companies comprising the tax group had been individually taxed.
Income tax represents the sum of the current income tax expense for the year and the change in recognised deferred tax assets and liabilities.
The income tax expense for the year is calculated based on the taxable income for the year. The taxable income differs from the net income presented in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and also excludes items that are never taxable or deductible. The Group's current tax liabilities (or assets) are calculated using tax rates that have been enacted or substantially enacted as of the consolidated balance sheet date. Management periodically evaluates the positions taken in tax returns in situations where the applicable tax regulation is subject to interpretation, and, if necessary, it establishes provisions based on the amounts that are expected to be paid to the tax authorities.
Deferred tax liabilities are the amounts of income tax payable in the future related to taxable timing differences, while deferred tax assets are the amounts of income tax recoverable due to the existence of deductible timing differences, tax loss carryforward or deductions pending application. For these
purposes, a timing difference is defined as the difference between the carrying value of assets and liabilities and their taxable base. These amounts are recorded by applying the tax rate at which they are expected to be recovered or settled to the relevant timing difference or credit. The Group recognises deferred tax liabilities in all cases except those arising from the initial recognition of goodwill or from an asset or liability in a transaction that is not a business combination, at the date of the transaction affecting neither accounting profit nor taxable profit or tax loss and at the date of the transaction no taxable and deductible temporary differences arise for the same amount and/or related to differences linked to investments in subsidiaries, affiliated companies and joint ventures over which the Group has the ability to control the timing of their reversal and it is not probable that they will reverse in the foreseeable future.
Current or deferred income tax is recognised in profit or loss, unless it arises from a transaction or economic event that is recognised in the same or a different period, against equity or from a business combination.
The Group recognises deferred tax assets whenever it is probable that sufficient future taxable profit will be available against which the deferred tax asset can be offset or when tax legislation provides for the possibility of the future conversion of deferred tax assets into a claim against the Tax Authorities or they correspond to temporary differences relating to investments in subsidiaries, affiliated companies and joint ventures to the extent that the temporary differences will reverse in the foreseeable future and it is expected that future taxable profit will be available against which the differences can be offset. However, assets arising from the initial recognition of assets or liabilities in a transaction that is not a business combination, at the date of the transaction affecting neither accounting profit or taxable profit or tax loss and at the date of the transaction no taxable and deductible temporary differences of the same amount arise, are not recognised
It is considered probable that the Group has sufficient taxable profit to recover deferred tax assets, provided that there are sufficient taxable temporary differences relating to the same taxable authority and referring to the same taxable person that are expected to reverse in the same tax year in which the deductible temporary differences are expected to reverse or in years in which a tax loss arising from a deductible temporary difference can be offset against earlier or later taxable profit. Where the only future taxable profits arise from the existence of taxable temporary differences, deferred tax assets arising from offsetting tax losses are limited to 70% of the amount of deferred tax liabilities recognised.
At the end of each accounting period, the deferred taxes recorded (both assets and liabilities) are reviewed in order to verify that they are still valid, and the appropriate adjustments are made in accordance with the results of the analyses conducted. The monetization of deductions generated by research and development is considered in the analysis of the recovery of deferred tax assets.
Current or deferred income tax is recognised in profit or loss, unless it arises from a transaction or economic event that is recognised in the same or a different period, against equity or from a business combination.
Finally, in application of IFRIC 23 "Uncertainty over income tax treatment", the Group classifies liabilities arising from this rule under the heading of "Other non-current liabilities" (Note 19).
The Group only offsets current income tax assets and liabilities if it has a legal claim against the tax authorities and it intends to either settle the resulting debts on a net basis or realise the assets and settle the debts simultaneously.
In the case of deferred income tax assets and liabilities, they are only offset if a legal right of offset exists vis-à-vis the tax authorities and those assets and liabilities relate to the same tax authority, and to the same taxable entity or to different taxable entities that intend to settle or realise the current tax assets and liabilities on a net basis, or realise the assets and settle the liabilities simultaneously, in each of the future periods in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Deferred tax assets and liabilities are recognised in the consolidated statement of financial position as non-current assets or liabilities, regardless of the expected date of realisation or settlement
When the Company makes the decision to monetise tax credits, having certified reports that support these amounts and there is a reasonable estimate that the total average number of personnel or average R&D personnel will be maintained for two years, and it is reasonable to reinvest the amounts collected from the monetisation of these tax credits in R&D activities, the amount of the monetisation (80% of R&D tax credits) will be recognised as a deferred tax asset or as a tax loss carryforward, as appropriate.
The Group's current income tax expense includes the tax related to the minimum effective taxation of multinational enterprise groups (OECD model rules (Pillar Two), hereinafter the Complementary Tax), provided that the subject Group company is a taxable person and the taxpayer. If the Group company subject to Complementary Tax is a substitute for a taxpayer that is not part of the Group, then the current income tax expense accrued on behalf of the taxpayer is recognised as a receivable from group companies.
If the Group company subject to Complementary Tax is a taxable person and taxpayer, but another company that is not part of the Group acts as a substitute for the company, the Group recognises the current accrued income tax expense with a credit to an account payable with group companies.
General and specific interest costs that can be attributed directly to the acquisition, construction or production of qualifying assets, which are those assets that necessarily require a substantial period of time before they are ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.
Other borrowing costs are recognised in income in the year in which they are incurred.
In 2008, the General Shareholders' Meeting ratified a long-term variable remuneration plan linked to the value of the Company's shares or Stock Equivalent Units Plan (hereinafter, the SEUS Plan) for the benefit of certain executives. Under the SEUS Plan, the Parent Company undertakes to grant the Executives a long-term variable remuneration linked to the value of the Parent Company's shares, provided that certain requirements and conditions are met, and this variable remuneration is paid in full in cash.
On 10 May 2024, the General Meeting of Shareholders ratified a new long-term remuneration plan for Executives called the Performance Shares Plan (hereinafter, the PSP Plan), which came into effect in 2024 and replaces the SEUS Plan described above. The characteristics of this new plan are as follows:
In accordance with IFRS 2, both the recognition and subsequent measurement of the PSP plan differ between the cash-settled and equity-settled portions.
The equity-settled portion is recognised as an expense in the consolidated income statement during the period of consolidation with a credit to equity (Note 16). The initial valuation is at fair value on the grant date, with no revaluation at subsequent closing dates.
The cash-settled portion is recognised as an expense in the consolidated profit and loss statement during the period of consolidation with a credit to liabilities (under Remuneration payable, Note 19). Both the initial valuation and subsequent valuations for each of the year-end periods for which the PSP plan is in effect are at fair value.
In addition, a breakdown of the portion corresponding to the Board of Directors and Senior Management can be found in Note 29.
(Thousands of euros)
The subscribed capital is represented by ordinary shares.
Incremental costs directly attributable to the issuance of new shares, or a value reduction or the amortisation of existing shares, are presented in equity as a reduction, net of taxes, of the income earned.
When any Group entity acquires shares of the Parent Company (treasury shares), the consideration paid, including any directly attributable incremental cost (net of income tax) is deducted from the equity attributed to shareholders of the Company until the cancellation, reissue or disposal of the acquired treasury shares. When these shares are subsequently sold reissued, any amount received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity attributed to the shareholders of the Parent Company.
In the year ending on 31 December 2024, there have been no significant changes in the Group's accounting policies, nor have any new standards come into force that have an impact on the comparability of these consolidated financial statements with respect to those of the year ending on 31 December 2023.
Estimates and judgements are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances.
This section includes the Group's acquisitions of marketing rights for certain products that are in the development phase (Note 9), which meet the characteristics for initial recognition under IFRS (Note 5 b)).
The various payments arising from the contract are assessed at inception, and if they are contingent, they are not recognised until they are accrued (usually upon the achievement of a milestone). Details of the contingent assets due to this type of agreement can be found in Notes 9 and 27.
Payments that occur upon the achievement of certain development, regulatory or commercial milestones (e.g. moving to a more advanced stage of development, obtaining regulatory approval or reaching a certain sales threshold), which confirm the increased value of the asset in question, are capitalised.
Conversely, when payments are linked to the performance of ordinary activities of the development stage that do not meet the condition for capitalisation (such as the performance of clinical trials or royalties on sales), they are recognised in the consolidated income statement when that are incurred.
These assets will be depreciated over the respective useful lives of the corresponding products starting from the moment when these products are commercially launched (after obtaining regulatory approval, if applicable). At the end of each accounting period, the Group is responsible for assessing the recoverability of these assets through the generation of positive cash flows in the future, pursuant to the best estimates of the Group's technical and financial managers. For this purpose, a business plan with a discounted cash flow is prepared which involves a degree of uncertainty inherent in consideration of the various possible scenarios. A variation of the assumptions made in the valuation of the expected cash flow (interest rate fluctuations, regulatory changes, final approval of the expected regulated prices, competition from other products, etc.) could reduce the realisable value of these assets (Note 9).
The determination of the potential goodwill impairment loss, as well as of any intangible assets with possible indications of impairment, requires the use of judgements and estimates regarding their recoverable value. These judgements and estimates rely mainly on the determination of the cash flows associated with the relevant cash-generating units, and on certain assumptions regarding the interest rates used in the discounted cash flows (Note 5-d) and 8). The use of other assumptions in the analysis
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
of the recoverable value of goodwill and intangible assets could give rise to other considerations regarding the impairment thereof.
In determining deferred tax assets for which the recoverability is deemed to be reasonably assured, the Group establishes a finite time frame for offsetting them, based on the best possible estimates. Accordingly, the expected application period for deferred tax assets has been determined using the estimate of the Group's taxable profits. Moreover, the legal deadlines for the use of these assets also takes into account the timetable for the use of deductions pending application, as well as the tax losses subject to offset in subsequent years (Note 23). Nevertheless, the Group has considered a maximum time frame of 10 years as a probable scenario for recoverability of these deferred tax assets, and hence it did not include in the recognition of the assets any tax credits that, according to the estimates of generation of future taxable profits, would require a longer period. Even though the tax legislation would allow inclusion of tax credits requiring more than 10 years for recovery, the Group does not consider the forecast beyond the 10-year time frame as a reliable scenario.
The Group's activities fall within a highly regulated sector (health legislation, intellectual property, etc.), which increases its exposure to potential lawsuits arising from its activities.
The claims and lawsuits to which the Group is subject are generally complex, meaning that their evolution can be highly uncertain, both as regards the probability of an outcome detrimental to the Group's interests, and as regards the estimate of potential future disbursements to be made by the Group. As a consequence, it is necessary to use judgements and estimates, counting on the support of the relevant legal consultants.
At the end of the fiscal years ending on 31 December 2024 and 2023, various legal proceedings and claims were initiated against the consolidated entities, arising from the ordinary course of their business. Both the Group's legal consultants and the Parent Company's Administrators believe that the conclusion of these proceedings and claims will not produce a significant effect on the consolidated financial statements for future fiscal years (Note 27).
The details of this heading of the consolidated balance sheet at year-end 2024 and 2023 is as follows (there have been no movements during 2024 and 2023):
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31/12/2024 | 31/12/2023 | |||
| Almirall, S.A. | 35,407 | 35,407 | ||
| Almirall Hermal GmbH | 227,743 | 227,743 | ||
| Poli Group | 52,816 | 52,816 | ||
| Total | 315,966 | 315,966 |
The goodwill of Almirall, S.A., the net value of which amounts to €35.4 million, arose in 1997 from the difference between the value at which the shares of Prodesfarma, S.A. were recorded and the underlying book value of this company at the moment of the merger by absorption of this company by the Parent Company, once the unrealised gains arising from property, plant and equipment and financial assets had been assigned to the other assets. The remaining amount is the figure that remained to be amortised at the date of transition to IFRS on 1 January 2004, and the main products included already existed prior to the merger, mainly Almax and Ebastel, which are mainly sold in Spain and Europe, respectively. All associated intangible assets are fully amortised as at 31 December 2024 and 2023.
The goodwill of Almirall Hermal GmbH arose as a result of the difference between the acquisition value of the shares of the Hermal Group companies in 2007 and their theoretical value at the time of acquisition, after the difference between the fair value and the value at which they were recognised in the financial statements of the acquired companies had been assigned to the identifiable assets and liabilities, where applicable. The main products supporting this goodwill are those that were acquired, mainly in dermatology. The most prominent products are Decoderm and Balneum, which are mainly sold in Germany and other European countries. All associated intangible assets are fully amortised as at 31 December 2024 and 2023.
(Thousands of euros)
Poli Group's goodwill arose as a result of the difference between the acquisition value of the shares of Poli Group companies in February 2016 and their underlying value at the moment of acquisition, once the difference between their fair value and the value at which they were recorded in the financial statements of the acquired companies had been allocated to identifiable items of assets and liabilities. The main products supporting this goodwill are those that were acquired, mainly in dermatology, gynaecology and respiratory medicine. The most prominent products are Ciclopoli, which is sold worldwide (but mainly in Europe), and Finjuve, which is marketed through licensees in different territories around the world. Further details on the intangible assets linked to Poli Group's goodwill can be found in Note 9.
At the end of the fiscal years ending on 31 December 2024 and 2023, the recoverable amount of all the goodwill was estimated based on calculations of value in use of the CGUs to which they are assigned, as described in Note 5-d).
As of 31 December 2024 and 2023, according to the estimates and projections available to the Parent Company's Administrators, the forecasts of results and discounted cash flows for the remaining cashgenerating units adequately support the carrying amounts of the related assets and, therefore, the related goodwill.
| Asset or Cash Generating Unit | Thousands of Euros | Assumption 2024 | Assumption 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Goodwill | Goodwill | Intangible assets |
p.t.d. | a.t.d. | p.i.g.r. | p.t.d. | a.t.d. | p.i.g.r | |
| Almirall, S.A. | Assets present before the merger | 35,407 | - | 12.3% | 8.0% | (5)% | 12.5% | 8.0% | (5)% |
| Almirall Hermal GmbH |
Assets from the takeover of Hermal GmbH |
227,743 | - | 12.0% | 8.0% | (2)% | 12.0% | 8.0% | (2)% |
| Poli Group | Assets from the takeover of Poli Group: | ||||||||
| i) Licences and other commercialization rights (product technology), own network segment |
7,400 | 25,726 | 11.0% | 8.0% | (2)% | 11.0% | 8.0% | (2)% | |
| ii) Licences and other commercialization rights (product technology), third-party commercialization segment |
45,416 | 137,675 | 10.3% | 8.0% | (1)% | 10.2% | 8.0% | (1)% | |
| iii) Acquired development costs (Terbinafine) |
- | 3,785 | 11.3% | 8.0% | (2)% | 11.1% | 8.0% | (2)% | |
| iv) Acquired development expenses (Finjuve) |
- | 16,057 | 10.9% | 8.0% | (2)% | 10.9% | 8.0% | (2)% | |
| Total | 315,966 | 183,243 |
p.t.d.: Pre-tax discount rate; p.t.d.: After-tax discount rate; .a.t.d.: Perpetual income growth rate
Impairment tests assume flat or slightly declining sales, given that most of the portfolios are mature. The gross margin for impairment testing purposes is calculated on the basis of net turnover, net of Procurements and royalties (which are booked as Leases and royalties under Other operating expenses (Note 22)).
As of 31 December 2024 and 2023, according to the estimates and projections available to the Parent Company's Administrators, the forecasts of results and discounted cash flows for the remaining cashgenerating units adequately support the carrying amounts of the related assets and, therefore, the related goodwill.
At 31 December 2024 and 2023, the sensitivity analysis performed due to reasonably possible variations in the main key assumptions (as described in Note 5-d)) does not show any impact due to impairment according to the same variables that were used.
(Thousands of euros)
The itemisation of the balance and changes of this heading in the accompanying consolidated balance sheets as of 31 December 2024 and 2023 is as follows:
| Thousands of euros | Balance as at 31 Recognitions Transfers December 2023 |
Derecognitions | Translation differences |
Balance as at 31 December 2024 |
||
|---|---|---|---|---|---|---|
| Industrial property | 2,102,789 | 54,712 | 38 | (8,323) | 44,204 | 2,193,420 |
| Development costs1 | 87,997 | 20,354 | - | - | 3,027 | 111,378 |
| Computer applications | 103,326 | 5,201 | 4,969 | (19,642) | 88 | 93,942 |
| Advances and property, plant and | ||||||
| equipment in progress | 55,049 | 19,511 | (5,007) | (1,713) | - | 67,840 |
| Total cost Intangible Assets | 2,349,161 | 99,778 | - | (29,678) | 47,319 | 2,466,580 |
| Accum. A. Industrial property | (1,013,911) | (105,771) | - | 6,561 | (20,172) | (1,133,293) |
| Accum. A. Development costs | (2,246) | (962) | - | - | (35) | (3,243) |
| Accum. A. Computer applications | (85,663) | (7,703) | - | 19,490 | (74) | (73,950) |
| Total Accum. A. Intangible assets | (1,101,820) | (114,436) | - | 26,051 | (20,281) | (1,210,486) |
| Impairment losses | (295,926) | (31,242) | - | 21,344 | (13,303) | (319,127) |
| Net Value Intangible assets | 951,415 | (45,900) | - | 17,717 | 13,735 | 936,967 |
1 Additions to the Development expenses heading include €20,354 thousand of internally generated expenses in the fiscal year ending at 31 December 2024.
| Thousands of euros | Balance as at 31 December 2022 |
Recognitions | Transfers | Derecognitions | Translation differences |
Balance as at 31 December 2023 |
|---|---|---|---|---|---|---|
| Industrial property | 1,968,785 | 121,031 | 178,529 | (137,231) | (28,325) | 2,102,789 |
| Development costs1 | 81,602 | 9,016 | (33) | (1,990) | (598) | 87,997 |
| Computer applications | 94,582 | 3,586 | 5,241 | (35) | (48) | 103,326 |
| Advances and property, plant and | ||||||
| equipment in progress | 160,526 | 78,253 | (183,737) | - | 7 | 55,049 |
| Total cost Intangible Assets | 2,305,495 | 211,886 | - | (139,256) | (28,964) | 2,349,161 |
| Accum. A. Industrial property | (978,115) | (94,779) | - | 48,888 | 10,095 | (1,013,911) |
| Accum. A. Development costs | (1,503) | (739) | - | - | (4) | (2,246) |
| Accum. A. Computer applications | (79,056) | (6,679) | - | 26 | 46 | (85,663) |
| Total Accum. A. Intangible assets | (1,058,674) | (102,197) | - | 48,914 | 10,137 | (1,101,820) |
| Impairment losses | (348,144) | (47,330) | - | 89,152 | 10,396 | (295,926) |
| Net Value Intangible assets | 898,677 | 62,359 | - | (1,190) | (8,431) | 951,415 |
1 Additions to the Development expenses heading include €9,016 thousand of internally generated expenses in the fiscal year ending at 31 December 2023.
The intangible assets described in the table above have finite useful lives, and the majority of them have been acquired from third parties or as part of a business combination, with the exception of the internally generated development costs described further below in this Note. There are no assets subject to debt guarantees.
During 2024, the main additions of intangible assets amounted to €99.8 million, which reflect:
(Thousands of euros)
Under the terms of this agreement, the Group has accrued \$5.4 million (equivalent to €5.0 million), of which \$2.4 million is outstanding as at 31 December 2024 (Note 19-b)). Furthermore, this agreement includes a number of development, marketing and sales milestones for reaching certain sales thresholds, up to a maximum amount of \$464 million.
During the 2023 fiscal year, the main additions of intangible assets amounted to €211.9 million and corresponded to:
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Disposals for the 2024 financial year are due to termination of the contract with Isolex, which resulted in the write-off of the initial payment made in 2023 (€1.7 million), and due to the discontinuation of one of the products that came from the takeover of Aqua Pharmaceuticals (Altabax), whose net book value amounted to €0.7 million. Both disposals have resulted in a loss of €2.4 million, which has been recorded under "Net gains (losses) on disposal of assets" in the consolidated income statement for the year ended 31 December 2024 (Note 22). In addition, in 2024, computer software that was no longer in use and the net book value of which was zero was derecognised and therefore had no impact on the income statement for the year.
The disposals in 2023 were mainly due to the discontinuation of one of the products that came from the takeover of Aqua Pharmaceuticals (Veltin), which resulted in a loss of €1.2 million recorded under "Net gain on disposal of assets" in the consolidated income statement for the year ended 31 December 2023 (Note 22). In addition, the rights of another of this CGU's products, whose net book value was zero, were derecognised, given that it was completely amortised and impaired, although the gross thereof value amounted to 131.7 million euros, which explains the bulk of the 2023 derecognitions.
In 2024 there are no significant transfers, most of these projects being related to software that has been put into operation during the year. Transfers in 2023 mainly related to Ebglyss, following its approval and subsequent launch at the end of 2023, amounting to €178.5 million.
The translation differences for fiscal years 2024 and 2023 are mainly due to the evolution of the US dollar's exchange rate, mainly linked to the portfolio of 5 speciality products for the treatment of acne, psoriasis and dermatosis, which were acquired from Allergan Sales, LLC and Allergan Pharmaceuticals International Limited ("Allergan").
The itemisation of the main assets included under the intangible assets heading is as follows, by carrying amount:
| (Thousands of Euros) | Year of acquisition |
Main products |
Carrying amount 31/12/2024 |
Carrying amount 31/12/2023 |
Initial useful life (years) |
Residual useful life (31/12/2024) |
|---|---|---|---|---|---|---|
| a) Assets from the takeover of Poli Group: | ||||||
| i) Licences and other commercialization rights (product technology) |
2016 | Ciclopoli | 163,401 | 184,130 | 14-18 | 8-12 |
| ii) Acquired development costs | 2016 | Finjuve | 19,842 | 21,874 | 10-15 | 7-12 |
| b) Rights acquired from Sun Pharma for Europe | 2016 | Ilumetri | 137,453 | 103,904 | 15 | 9 |
| c) Rights acquired from AstraZeneca for Spain | 2017 | Crestor and Provisacor |
25,158 | 33,544 | 10 | 3 |
| d) Rights acquired from Athenex for the United States and Europe |
2017 | Klisyri | 54,743 | 55,513 | 10 | 7 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
| (Thousands of Euros) | Year of acquisition |
Main products |
Carrying amount 31/12/2024 |
Carrying amount 31/12/2023 |
Initial useful life (years) |
Residual useful life (31/12/2024) |
|---|---|---|---|---|---|---|
| e) Rights acquired from Allergan for the United States | 2018 | Seysara and Cordran Tape |
146,183 | 165,464 | 5-15 | 0-9 |
| f) Rights acquired from Lilly for Europe | 2019 | Ebglyss | 160,068 | 178,496 | 10 | 9 |
| g) Rights acquired from MC2 Therapeutics for Europe | 2021 | Wynzora | 16,180 | 13,920 | 10 | 7 |
| h) Rights acquired from Ichnos for the whole world | 2021 | Anti-IL-1RAP mAb |
20,800 | 20,800 | In progress | In progress |
| i) Development technology and rights acquired from Evotec for the whole world |
2022 | N/A | 2,900 | 4,100 | 5 | 2.5 |
| j) Rights acquired from Simcere for the whole world (except China) |
2022 | IL-2muFc | 18,129 | 18,129 | In progress | In progress |
| k) Renewal of rights acquired from MSD for Spain | 2023 | Efficib and Tesavel |
6,000 | 12,000 | 3 | 1 |
| l) Rights acquired from DFT El Globo S.L. for Europe | 2023 | Physiorelax | 10,023 | 11,263 | 10 | 8 |
| m) Rights acquired from Novartis AG for Spain | 2023 | Prometax | 45,677 | 50,948 | 10 | 9 |
| n) Intellectual property and development technology acquired from Etherna for the whole world |
2023 | N/A | 13,741 | 16,362 | Ongoing / 3 | N/A / 2 |
| o) Rights acquired from Novo Nordisk for Europe | 2024 | anti-IL-21 mAb |
10,000 | - | In progress | N/A |
| p) Rights acquired from Eloxx Pharmaceuticals for the whole world |
2024 | ZKN-013 | 5,038 | - | In progress | N/A |
| Costs for developments internally generated | N/A | 49,047 | 29,690 | 10 | 8 | |
| Other intangible assets | N/A | 32,584 | 31,278 | |||
| Total intangible assets | 936,967 | 951,415 |
The main assets included under this heading as at 31 December 2024 are detailed below:
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
2021 with MC2 Therapeutics and are expected to be paid for sales milestones (up to a maximum of €221 million).
The Group has conducted the impairment analyses for those intangible assets, both those in progress and those showing indications of impairment. The key assumptions used for the impairment analyses, as well as the related sensitivity analyses, are shown further below in this Note.The itemisation and changes of impairment losses on intangible assets recorded during 2024 and 2023 are as follows:
| Thousands of Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2022 |
Additions | Derecognitions / Reversals |
Translation differences |
Balance as at 31 December 2023 |
Additions | Derecognitions / Reversals |
Translation differences |
Balance as at 31 December 2024 |
|
| Industrial property | 293,728 | 47,330 | (87,162) | (8,598) | 245,298 | 31,242 | (21,344) | 13,303 | 268,499 |
| Development costs | 52,819 | - | (1,990) | (1,798) | 49,031 | - | - | - | 49,031 |
| Computer applications | 1,597 | - | - | - | 1,597 | - | - | - | 1,597 |
| Total impairment losses | 348,144 | 47,330 | (89,152) | (10,396) | 295,926 | 31,242 | (21,344) | 13,303 | 319,127 |
At year-end 2024, the Group's Management reassessed the business plan for the products marketed under the Seysara and Cordran Tape brand, which is part of the Allergan CGU portfolio.
At year-end 2023, the Group's Management reassessed the business plan for the product marketed under the Seysara brand, projecting a limited long-term growth of the product, significantly reducing its peak sales, resulting in an impairment of €47.3 million (equivalent to \$50.6 million). The recoverable amount has been determined using the value-in-use method. The net book value of Seysara at 31 December 2023 amounted to €49.8 million (equivalent to \$55.0 million).
Derecognitions in 2024 and 2023 were mainly due to the derecognition of the rights of the products that were part of the takeover of Aqua Pharmaceuticals and that had been partially impaired (Acticlate and Veltin). Derecognitions in 2024 correspond to the partial reversal of the impairment made in previous years on Seysara (UGE Allergan portfolio), as previously described.
Generated or reversed impairment losses have been recorded under "Impairment losses on property, plant and equipment, intangible assets and goodwill" in the accompanying consolidated income statements for 2024 and 2023.
As of 31 December 2024 and 2023, and as a result of the impairment tests conducted, as indicated in Note 5-d), the accumulated impairment amount in the Intangible Assets heading corresponds mainly to:
The main assumptions of the impairment tests performed on assets that do not form part of a CGU associated with goodwill (Note 8), on assets that are not yet amortised because they are in progress or on assets for which there are indications of impairment at 31 December 2024 are set out below:
| (Thousands of euros) | |
|---|---|
| ---------------------- | -- |
| Thousands of euros |
Assumption 2024 | Assumption 2023 | |||||
|---|---|---|---|---|---|---|---|
| Asset or Cash Generating Unit | Intangible assets |
p.t.d. | a.t.d. | p.i.g.r. | p.t.d. | a.t.d. | p.i.g.r. |
| Rights acquired from Allergan for the United States (Seysara / Cordran Tape) |
146,183 | 10.5% | 8.5% | (5)% - (15%) |
8.9% | 8.5% | (5)% - (15%) |
| Rights acquired from Ichnos for the whole world | 20,800 | 11.0% | 9.0% | (15)% | 11.5% | 9.0% | (15)% |
| Rights acquired from Simcere for the whole world (except China) | 18,129 | 10.9% | 9.0% | (15)% | 11.0% | 9.0% | (15)% |
In addition, we provide a sensitivity analysis performed on the most significant assets and CGUs that present changes in their carrying value at 31 December 2024 due to reasonably possible variations in key assumptions (as described in Note 5-d). For the other unitemised assets and CGUs, there is no impact due to impairment according to the same variables used:
| Cash-Generating Unit | Sensitivity analysis | Impact on value (millions of euros) |
|---|---|---|
| Rights acquired from Allergan for the United States |
- Increase / Reduction of estimated net sales by 10% |
+ 18 / (19) |
| - Increase / Reduction of five points in the growth rate. |
+ 32 / (9) | |
| - Increase / Reduction of 0.5% in the discount rate |
(5) / +5 |
The balance and changes under this heading in the consolidated balance sheet as of 31 December 2024 and 2023 are broken down as follows:
| Thousands of euros | Balance as at 31 December 2023 |
Recognitions | Derecognitions | Translation differences |
Balance as at 31 December 2024 |
|---|---|---|---|---|---|
| Construction | 56,820 | 5,168 | (2,821) | 174 | 59,341 |
| Machinery | 137 | - | (96) | - | 41 |
| Transport equipment | 9,976 | 3,005 | (2,973) | - | 10,008 |
| Total cost Rights of use | 66,933 | 8,173 | (5,890) | 174 | 69,390 |
| Accum. A. Construction | (19,117) | (4,960) | 2,821 | (75) | (21,331) |
| Accum. A. Machinery | (43) | (4) | 96 | - | 49 |
| Accum. A. Transport equipment | (4,757) | (2,738) | 2,973 | - | (4,522) |
| Total Accum. A. Rights of use | (23,917) | (7,702) | 5,890 | (75) | (25,804) |
| Net Value Rights of use | 43,016 | 471 | - | 99 | 43,586 |
| Thousands of euros | Balance as at 31 December 2022 |
Recognitions | Derecognitions | Translation differences |
Balance as at 31 December 2023 |
|---|---|---|---|---|---|
| Construction | 50,178 | 6,244 | - | 398 | 56,820 |
| Machinery | 137 | - | - | - | 137 |
| Transport equipment | 7,302 | 4,109 | (1,435) | - | 9,976 |
| Total cost Rights of use | 57,617 | 10,353 | (1,435) | 398 | 66,933 |
| Accum. A. Construction | (14,535) | (4,544) | - | (38) | (19,117) |
| Accum. A. Machinery | - | (43) | - | - | (43) |
| Accum. A. Transport equipment | (4,429) | (1,773) | 1,435 | 10 | (4,757) |
| Total Accum. A. Rights of use | (18,964) | (6,360) | 1,435 | (28) | (23,917) |
| Net Value Rights of use | 38,653 | 3,993 | - | 370 | 43,016 |
This heading includes assets corresponding to leasing contracts, which mainly reflect the leasing of offices and transportation equipment (Note 5-e)).
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The additions for the 2024 financial year relate to the signing of a new contract for the offices of the subsidiary Almirall SaS (France) for a period of 9 years. The additions in 2023 mainly corresponded to the renewal of vehicle contracts of the Group's sales networks and to the contracting of new offices at the subsidiary Almirall Hermal GmbH.
The main asset refers to the lease of the Group's headquarters (Note 28), with a net carrying amount of €26.1 million at 31 December 2024 (€ 30 million at 31 December 2023). The Group's headquarters are leased to the related entity Sinkasen S.L.U., under a contract that was renewed in January 2023 for a period of ten years (until 31 December 2032). There are no other contracts that are individually relevant.
The payments made in the financial years 2024 and 2023 for leases amounted to €8,582 thousand and €6,913 thousand, respectively.
The itemisation of lease liabilities as of 31 December 2024 and 2023 is as follows, together with their future maturities (which coincide with the minimum future payments):
| Balance as at 31 December 2024 |
Balance as at 31 December 2023 |
|
|---|---|---|
| Liabilities for leasing | ||
| Non-current | 37,521 | 37,605 |
| Current | 7,061 | 6,206 |
| Total | 44,582 | 43,811 |
| Liabilities for leasing | Maturities | Thousands of Euros |
|---|---|---|
| Up to 6 months | 3,790 | |
| Current | From 6 months to 1 | |
| year | 3,271 | |
| Non-current | From 1 to 2 years | 7,235 |
| From 2 to 3 years | 6,290 | |
| From 3 to 4 years | 5,688 | |
| From 4 to 5 years | 5,032 | |
| More than 5 years | 13,276 | |
| Total | 44,582 |
The changes under this heading in the consolidated balance sheets for 2024 and 2023 were as follows:
| Thousands of euros | Balance as at 31 December 2023 |
Recognitions | Transfers | Derecognitions | Translation differences |
Balance as at 31 December 2024 |
|---|---|---|---|---|---|---|
| Land and construction | 96,287 | 1,019 | 7,264 | (1,826) | 2 | 102,746 |
| Technical installations and machinery | 102,954 | 1,874 | 1,887 | (1,815) | 35 | 104,935 |
| Other facilities, tools and furnishings | 252,333 | 7,300 | 10,247 | (15,153) | 99 | 254,826 |
| Other property, plant and equipment Advances and property, plant and equipment in |
20,066 | 1,660 | 609 | (7,913) | 24 | 14,446 |
| progress | 32,661 | 17,982 | (20,007) | (7) | 283 | 30,912 |
| Total cost Property, plant and equipment | 504,301 | 29,835 | - | (26,714) | 443 | 507,865 |
| Accum. A. Land and construction | (53,779) | (2,315) | - | - | (2) | (56,096) |
| Accum. A. Technical installations and machinery | (65,830) | (3,994) | - | 1,771 | (8) | (68,061) |
| Accum. A. Other facilities, tools and furnishings | (226,551) | (8,852) | - | 15,601 | (57) | (219,859) |
| Accum. A. Other property, plant and equipment | (16,854) | (1,785) | - | 8,592 | (12) | (10,059) |
| Total Accum. A. Property, plant and equipment | (363,014) | (16,946) | - | 25,964 | (79) | (354,075) |
| Impairment losses | - | - | - | - | - | - |
| Net value Property, plant and equipment | 141,287 | 12,889 | - | (750) | 364 | 153,790 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
| (Thousands of euros) | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of euros | Balance as at 31 December 2022 |
Recognitions | Transfers | Derecognitions | Translation differences |
Balance as at 31 December 2023 |
|
| Land and construction | 96,579 | 521 | 381 | (1,214) | 20 | 96,287 | |
| Technical installations and machinery | 98,329 | 1,057 | 5,069 | (1,504) | 3 | 102,954 | |
| Other facilities, tools and furnishings | 244,887 | 7,152 | 2,378 | (2,061) | (23) | 252,333 | |
| Other property, plant and equipment Advances and property, plant and equipment in |
18,636 | 1,818 | 377 | (770) | 5 | 20,066 | |
| progress | 18,099 | 22,951 | (8,205) | - | (184) | 32,661 | |
| Total cost Property, plant and equipment | 476,530 | 33,499 | - | (5,549) | (179) | 504,301 | |
| Accum. A. Land and construction | (52,476) | (2,321) | - | 1,039 | (21) | (53,779) | |
| Accum. A. Technical installations and machinery | (63,864) | (3,467) | - | 1,504 | (3) | (65,830) | |
| Accum. A. Other facilities, tools and furnishings | (221,554) | (6,964) | - | 2,107 | (140) | (226,551) | |
| Accum. A. Other property, plant and equipment | (14,585) | (3,007) | - | 745 | (7) | (16,854) | |
| Total Accum. A. Property, plant and equipment | (352,479) | (15,759) | - | 5,395 | (171) | (363,014) | |
| Impairment losses | - | - | - | - | - | - | |
| Net value Property, plant and equipment | 124,051 | 17,740 | - | (154) | (350) | 141,287 |
The additions in 2024 are mainly due to improvements at the production facilities of the Group's pharmaceutical plants, as well as improvements at the Group's headquarters and R&D centre. The additions in 2023 were mainly due to reconstruction work at the chemical plant belonging to the subsidiary Ranke Química S.L. (which partially burnt down at the end of July 2022), improvements at the production facilities of the Group's pharmaceutical plants, as well as improvements at the Group's headquarters.
The transfer of property, plant and equipment in progress, carried out by the Group in the fiscal years ending on 31 December 2024 and 2023, corresponds basically to the transfer of investment projects at the production centres that began operations during those years.
During 2024 and 2023, several assets that were fully depreciated and in disuse, mainly consisting of production centres located in Spain, have been written off.
The main properties owned by the Group, as well as the subsidiary to which they belong, the country where they are located and the net book value (also including machinery, laboratory equipment and other items at these locations) at the end of 2024 and 2023 are detailed below (in thousands of euros):
| Type of property | Country | Subsidiary | Carrying amount 31/12/2024 |
Carrying amount 31/12/2023 |
|---|---|---|---|---|
| Chemical plants | Spain | Ranke Química, S.A. | 12,097 | 10,784 |
| Pharmaceutical plant | Spain | Industrias Farmacéuticas Almirall, S.A. | 46,493 | 45,703 |
| Pharmaceutical plant | Germany | Almirall Hermal GmbH | 42,406 | 33,589 |
| R&D Centre | Spain | Almirall, S.A. | 28,291 | 26,267 |
Details of the criteria according to which these assets are assessed for indications of impairment can be found in Note 5-d). As of 31 December 2024 and 2023, the Group does not hold any non-impaired assets that are not used in operations.
The Group occupies various facilities under operating leases, as indicated in Note 10.
The Group has taken out insurance policies to cover the possible risks to which the various items of its property, plant and equipment are subject, as well as the possible claims that may arise in the course of its operations, and it considers that these policies sufficiently cover the risks to which these items are subject.
No property, plant and equipment is subject to any mortgage guarantee.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
As explained in Note 5-i) and pursuant to IFRS 9, the Group classifies its financial assets into the following measurement categories:
Thus, this classification is distributed as follows:
The composition and changes under this heading in the consolidated balance sheet in 2024 and 2023 were as follows:
| Thousands of euros | Balance as at 31 December 2023 |
Recognitions | Changes in fair value |
Transfers | Derecognitions | Translation differences |
Balance as at 31 December 2024 |
|---|---|---|---|---|---|---|---|
| Fair value through profit or loss | 20,893 | - | 2 | (6,197) | - | - | 14,698 |
| Fair value, changes in equity | - | - | - | - | - | - | - |
| Amortised cost | 8,602 | 237 | - | - | (7,365) | 178 | 1,652 |
| Total cost | 29,495 | 237 | 2 | (6,197) | (7,365) | 178 | 16,350 |
| Fair value through profit or loss | - | - | - | - | - | - | - |
| Fair value, changes in equity | - | - | - | - | - | - | - |
| Amortised cost | (6,617) | - | - | - | 6,763 | (146) | - |
| Total impairment | (6,617) | - | - | - | 6,763 | (146) | - |
| Net Value | 22,878 | 237 | 2 | (6,197) | (602) | 32 | 16,350 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
| Thousands of euros | Balance as at 31 December 2022 |
Recognitions | Changes in fair value |
Transfers | Derecognitions | Translation differences |
Balance as at 31 December 2023 |
|---|---|---|---|---|---|---|---|
| Fair value through profit or loss | 32,902 | - | 2,994 | (15,003) | - | - | 20,893 |
| Fair value, changes in equity | - | - | - | - | - | - | - |
| Amortised cost | 8,608 | 818 | - | - | (578) | (246) | 8,602 |
| Total cost | 41,510 | 818 | 2,994 | (15,003) | (578) | (246) | 29,495 |
| Fair value through profit or loss | - | - | - | - | - | - | - |
| Fair value, changes in equity | - | - | - | - | - | - | - |
| Amortised cost | (6,855) | - | - | - | - | 238 | (6,617) |
| Total impairment | (6,855) | - | - | - | - | 238 | (6,617) |
| Net Value | 34,655 | 818 | 2,994 | (15,003) | (578) | (8) | 22,878 |
Assets at fair value through profit or loss consist entirely of the financial asset linked to the agreement with Covis. This asset originated in November 2014 when the Group transferred to AstraZeneca the rights to part of its respiratory franchise (Eklira and Duaklir, and other brands with the compound aclidinium bromide), which included several components that involved receiving cash and deferred payments based on certain future milestones. On 5 January 2022, the agreement between AstraZeneca and Covis for the transfer of these rights entered into force. The agreement with AstraZeneca was novated to Covis, and as a result, in addition to continuing to receive royalty payments under the terms initially established with AstraZeneca, the Parent Company received US\$10 million (equivalent to €8.8 million) on the date when the transaction was completed, as well as US\$40 million in different tranches until September 2023 (25 million in 2022 and 15 million in 2023), mainly linked to certain changes in the initially established milestone structure. At 31 December 2024, the remaining amount receivable consists entirely of the net present value of royalties receivable from 2026 onwards. The royalties receivable in 2025 are classified under the heading "Trade and other receivables" (Note 15).
The fair value of this transaction was determined upon initial recognition by an independent expert. The method used consisted in discounted cash flows adjusted for the probability of success of certain risks associated with the different phases of the products. Using this method, the future cash flows generated by the asset are estimated (converted from US dollars to euros at the exchange rate according to the range of dates stipulated in the agreement) for the estimated marketing period, taking into account the expiration of the patent. These cash flows are discounted at a rate that reflects the current required rate of return on the market and the specific risks of the asset. Changes in the fair value of this financial asset are recorded under the heading "Other income" in the consolidated income statement (Note 22).
The main assumptions and considerations applied in the valuation of financial assets as of 31 December 2024 are as follows:
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The changes of these assets in the Consolidated Balance Sheet and the cash flows that have occurred, as shown in detail in the Consolidated Cash Flow Statement, are detailed below:
| Thousands of euros | Balance as at 31 December 2023 |
Changes in fair value |
Transfers | Cash Flow | Balance as at 31 December 2024 |
|---|---|---|---|---|---|
| Non-current financial assets (Note 12) | 20,893 | 2 | (6,197) | - | 14,698 |
| Trade and other receivables (Note 15) | 13,198 | - | 6,197 | (13,152) | 6,243 |
| Total | 34,091 | 2 | - | (13,152) | 20,941 |
| Thousands of euros | Balance as at 31 December 2022 |
Changes in fair value |
Transfers | Cash Flow | Balance as at 31 December 2023 |
| Non-current financial assets (Note 12) | |||||
| 32,902 | 2,994 | (15,003) | - | 20,893 | |
| Trade and other receivables (Note 15) | 29,996 | - | 15,003 | (31,801) | 13,198 |
The cash flows for 2024 and 2023 have been received mainly from Covis. The cash flows for 2024 correspond entirely to royalties, whilst those for 2023 correspond to 3 of the aforementioned tranches (€13.8 million) and the remainder to royalties (€18.0 million).
Assets at amortised cost mainly consist of long-term deposits. As at 31 December 2023, there were loans to the company to which the subsidiary ThermiGen LLC was sold in 2021. (Celling Aesthetics LLC and other related companies), which were fully impaired. At the end of 2024, an agreement was reached with this company to settle the outstanding debt, whereby \$0.5 million (equivalent to €0.5 million) has been collected. As a result, this debt has been derecognised and the positive impact of its collection recorded under other financial income in the consolidated income statement (Note 22).
At 31 December 2024, this heading mainly includes accrued interest receivable and short-term guarantees. In the case of short-term investments that do not meet the criteria to be considered cash equivalents (Note 13), they are classified under this heading. Investments made during 2024 earned an average interest rate of 3.6% (4.1% in 2023).
Cash and cash equivalents include cash on hand, demand deposits with banks and other short-term, highly liquid investments with an original maturity of three months or less, as explained in Note 5-h), otherwise they are considered current financial investments).
Part of the bank accounts are interest-bearing, with an average accrued interest of 1.8% in 2024 (2.5% in 2023).
On 31 December 2024 and 2023 the composition of this heading is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||
| Raw materials and packaging materials | 45,748 | 51,702 | |
| Semi-finished products | 29,283 | 23,280 | |
| Goods | 14,393 | 14,711 | |
| Finished products | 82,267 | 77,677 | |
| Advances to suppliers | 92 | 158 | |
| Total | 171,783 | 167,528 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The balance of inventories in the preceding table is presented net of balances impaired due to obsolescence and slow turnover, which, at 31 December 2024 and 2023, amounts to €13,685 thousand and €12,852 thousand, respectively.
No stock is subject to warranty. On 31 December 2024 and 2023, there are no commitments to purchase stock that are worthy of note.
On 31 December 2024 and 2023 the composition of this heading is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||||
| Trade receivables for sales and services | 120,816 | 109,005 | |||
| Receivable from Covis Pharma (Note 12) | 6,243 | 13,198 | |||
| Other receivables | 27,902 | 11,480 | |||
| Provision for impairment losses | (3,517) | (2,185) | |||
| Total | 151,444 | 131,498 |
The balance of "Provision for impairment losses" includes €414 thousand at 31 December 2024 (€411 thousand at 31 December 2023) as a result of applying the "expected loss" model (simplified approach) provided for in IFRS 9 (Note 5-i).
Detailed below is the balance of receivables according to their maturity at 31 December 2024 and 31 December 2023:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Trade receivables for sales and services |
Receivable from Covis Pharma |
Other receivables |
Valuation adjustments for impairment |
Total receivables | |
| Not matured | 95,713 | 6,243 | 27,902 | - | 129,858 |
| Less than 30 days | 18,774 | - | - | - | 18,774 |
| From 30 to 60 days | 3,197 | - | - | (385) | 2,812 |
| From 60 to 90 days | 638 | - | - | (638) | - |
| From 90 to 180 days | 1,318 | - | - | (1,318) | - |
| From 180 to 360 days | 383 | - | - | (383) | - |
| More than 360 days | 793 | - | - | (793) | - |
| Balance as at 31 |
|||||
| December 2024 | 120,816 | 6,243 | 27,902 | (3,517) | 151,444 |
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Trade receivables for sales and services |
Receivable from Covis Pharma |
Other receivables |
Valuation adjustments for impairment |
Total receivables | |
| Not matured | 89,694 | 13,198 | 11,480 | - | 114,372 |
| Less than 30 days | 12,098 | - | - | - | 12,098 |
| From 30 to 60 days | 3,437 | - | - | - | 3,437 |
| From 60 to 90 days | 1,342 | - | - | - | 1,342 |
| From 90 to 180 days | 1,575 | - | - | (1,326) | 249 |
| From 180 to 360 days | 574 | - | - | (574) | - |
| More than 360 days | 285 | - | - | (285) | - |
| Balance as at 31 December 2023 |
109,005 | 13,198 | 11,480 | (2,185) | 131,498 |
There is no concentration of credit risk with respect to trade receivables, since the Group has a large number of customers. The bulk of the distribution of proprietary medicinal products is through distributors and wholesalers, wherefore the Group's exposure to retailers is very limited.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
As of 31 December 2024, the percentage of balances with public administrations for the hospital business, out of the total Receivables, amounts to 4.7% (6.8% on 31 December 2023).
There are no guarantees on customer balances.
Receivables other than financial assets related to Covis (Note 12) are stated at nominal value, since there are no significant differences from their fair value.
The heading 'Other debtors' includes the outstanding collection of loans related to the research granted as described in Note 19-b).
The balance of the foreign currency receivables totals €34,757 thousand at 31 December 2024 (€40,194 thousand at 31 December 2023). Given the amounts and associated maturities, the potential impact of exchange rate fluctuations is not considered significant.
The Parent Company's share capital as at 31 December 2024 is represented by 213,468,718 shares with a par value of €0.12, fully subscribed and paid up (209,393,724 shares as at 31 December 2023).
On 12 June 2024, a total of 4,074,994 new shares from the flexible dividend of the Parent Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 91.5% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Parent Company following the bonus issue of shares increased by €488,999.28.
On 7 June 2023, a total of 3,488,113 new shares from the flexible dividend of the Parent Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 92.2% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Parent Company following the bonus issue of shares increased by 418,573.56 euros.
Subsequently, on 12 June 2023, a total of 24,390,243 shares belonging to the same class and series as the shares currently outstanding were issued, by means of cash contributions and excluding the preemptive subscription rights of the Company's shareholders, through a private placement aimed exclusively at qualified investors. This placement was finally closed with an issue price of 8.2 euros per share, representing a total disbursement of 199,999,992.6 euros. After deducting the costs of the capital increase, the total funds received by the Parent Company amounted to 197.8 million euros. As a result, the share capital of the Parent Company following this capital increase was increased by 2,926,829.16 euros, amounting to 25,127,246.88 euros on 31 December 2023.
As of 31 December 2024 and 2023, all of the Parent Company's shares were listed on the Spanish stock exchanges, and there were no statutory restrictions on their free transfer. Moreover, pursuant to the shareholders' agreement signed on 28 May 2007, first refusal rights, and put and call options have been granted between ultimate shareholders in the Parent Company with respect to the shares of one of such shareholders.
The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Parent Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) as of 31 December 2024 and 2023, are as follows:
| Name or company name | % Interest | % Interest |
|---|---|---|
| of the direct shareholder | 31/12/2024 | 31/12/2023 |
| Grupo Plafin, S.A. | 44.5% | 44.5% |
| Grupo Corporativo Landon, S.L. | 15.6% | 15.6% |
| Norbel Inversiones | 5.1% | 5.1% |
| Wellington Management | - | 5.0% |
| Total | 65.2% | 70.2% |
As of 31 December 2024 and 2023, the Parent Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Parent Company, which, although less
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
than the established percentage, would enable the exercise of significant influence over the Parent Company.
The part of the balance of the legal reserve that exceeds 10% of the previously increased capital may be used for a capital increase. Except for the aforementioned purpose, and provided that it does not exceed 20% of the share capital, this reserve may only be used to offset losses if there are no other reserves available that are sufficient for this purpose.
The amount of €4,275 thousand present in this account as at 31 December 2024 and 2023 corresponds to the balance of the Parent Company's legal reserve, which is not fully funded.
The Spanish Capital Companies Act expressly permits the use of the share premium balance to increase capital and does not establish any specific restrictions on the availability of this balance.
As a consequence of the increase in fully-paid share capital resulting from the flexible dividend, this item was increased by the difference between the par value of the shares and the value equivalent to the dividend, which amounts to €36,008 thousand.
After this capital increase, the balance of the share premium item amounted to €581,874 thousand at 31 December 2024 (€545,866 thousand at 31 December 2023).
The itemisation of this account is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2024 | 31/12/2023 | |
| Reserves Investments Canary Islands | 3,485 | 3,485 |
| Reserve amortised capital | 30,540 | 30,540 |
| Reserve merger | 4,588 | 4,588 |
| Revaluation reserve | 2,539 | 2,539 |
| Reserve for share-based payments | 1,127 | - |
| Other voluntary reserves | 720,102 | 820,041 |
| Subtotal Other reserves of the Parent Company | 762,381 | 861,193 |
| Reserves in consolidated companies | 79,329 | 57,649 |
| Treasury shares | (2,781) | (2,858) |
| Total other reserves | 838,929 | 915,984 |
As described in Note 5-s), in 2024 the Group has established new remuneration plans that will be partially equity-settled. Under the heading "Reserve for share-based payments" is the amount accrued at 31 December 2024 for the portion to be settled in shares (there were no such plans at 31 December 2023).
Also, there is a limit on distributions that would reduce the balance of reserves to an amount of less than the total outstanding balance of the Parent Company's development costs, which amount to €33.5 million at 31 December 2024 (€14.1 million at 31 December 2023).
In compliance with the requirements of Law 19/1994, and in order to be able to benefit from the tax incentives that it establishes, the Parent Company allocates to these Reserves for Canary Islands Investments (R.I.C.) part of the profits obtained by the establishment located in the Canary Islands, which is a restricted reserve since the assets of which it consists must remain within the company.
On 31 December 2024 and 2023, the balance of these reserves amounts to €3,485 thousand.
In accordance with the revised text of the Spanish Capital Companies Act, these reserves may only be used subject to the same requirements as for the reduction of share capital.
On 31 December 2024 and 2023, the balance of these reserves amounts to €30,540 thousand.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The Parent Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Parent Company holds treasury shares representing 0.10% of the share capital (0.09% at 31 December 2023) and an overall nominal value of €24.6 thousand (€23.0 thousand at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares was €8.4 per share (€8.6 at 31 December 2023). The treasury shares held by the Parent Company are intended to be traded on the market.
The amount of this item amounted to -€31,867 thousand as at 31 December 2024 (-€33,205 thousand at 31 December 2023), and is mainly related to:
This heading in the accompanying consolidated balance sheet includes the net amount of exchange differences arising due to translation into the Group's reporting currency of the equity of companies with a functional currency other than the euro.
At 31 December 2024 and 2023, the balance of this heading is itemised, by companies, as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||
| Almirall Inc / Almirall LLC (USA) | 56,792 | 41,609 | |
| Almirall Limited (UK) | (238) | (956) | |
| Other subsidiaries | 2,854 | 3,174 | |
| Total translation differences | 59,408 | 43,827 |
The changes in the years ending on 31 December 2024 and 2023 were as follows:
| Thousands of euros |
|
|---|---|
| Balance as at 31 December 2022 | 51,526 |
| Variations due to exchange differences |
(7,699) |
| Balance as at 31 December 2023 | 43,827 |
| Variations due to exchange differences |
15,581 |
| Balance as at 31 December 2024 | 59,408 |
The change in translation differences generated in 2024 and 2023 is due to the variation due to exchange rate differences, mainly derived from the subsidiaries Almirall Inc. and Almirall LLC (both U.S.).
The movement and balance of this heading for the financial year ending 31 December 2024 are as follows:
| Thousands of Euros |
|
|---|---|
| Balance as at 31 December 2023 | - |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
| (Thousands of euros) | |
|---|---|
| Balance as at 31 December 2024 | 4,485 |
|---|---|
| Allocation to income (Note 22) | (2,938) |
| Additions | 7,423 |
The additions correspond to the difference between the nominal value and the fair value of the loans granted by the CDTI (Note 19-b)). The allocation to income corresponds to the income accrued on the basis of the progress of each of the financed projects (mainly between 1 and 2 years), which is recorded under the heading "Other income" in the consolidated income statement (Note 22).
As detailed in Note 5-i), the Group classifies its financial liabilities into the following measurement categories:
The composition of the debts with credit institutions and other financial liabilities as of 31 December 2024 and 2023 was as follows:
| Balance | Non-current | ||||||
|---|---|---|---|---|---|---|---|
| Limit | drawn down (*) |
Current | 2026 | 2027 | Rest | Total | |
| Financial liabilities at amortised cost | |||||||
| Credit facilities | 275,000 | - | - | - | - | - | - |
| Loans with credit institutions | 80,000 | 45,000 | 10,000 | 10,000 | 10,000 | 15,000 | 35,000 |
| Senior unsecured bonds | 300,000 | 297,993 | - | 297,993 | - | - | 297,993 |
| Financial liabilities at fair value through profit or loss |
|||||||
| Liabilities for derivative financial instruments | N/A | 2,046 | 2,046 | - | - | - | - |
| Accrued interest to be paid | N/A | 2,327 | 2,327 | - | - | - | - |
| Total as at 31 December 2024 | 655,000 | 347,366 | 14,373 | 307,993 | 10,000 | 15,000 | 332,993 |
(*) Balance drawn down net of issuance costs.
| Balance | Non-current | |||||||
|---|---|---|---|---|---|---|---|---|
| Limit | drawn down (*) |
Current | 2025 | 2026 | Rest | Total | ||
| Financial liabilities at amortised cost | ||||||||
| Credit facilities | 275,000 | - | - | - | - | - | - | |
| Loans with credit institutions | 80,000 | 55,000 | 10,000 | 10,000 | 10,000 | 25,000 | 45,000 | |
| Senior unsecured bonds | 300,000 | 296,851 | - | - | 296,851 | - | 296,851 | |
| Financial liabilities at fair value through profit or | ||||||||
| loss | ||||||||
| Liabilities for derivative financial instruments | N/A | 1,569 | 1,569 | - | - | - | - | |
| Accrued interest to be paid | N/A | 2,399 | 2,399 | - | - | - | - | |
| Total as at 31 December 2023 | 655,000 | 355,819 | 13,968 | 10,000 | 306,851 | 25,000 | 341,851 |
(*) Balance drawn down net of issuance costs.
Senior unsecured bonds
On 22 September 2021, the Parent Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of €300 million, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026. The bonds were placed among qualified investors by BNP Paribas and JP Morgan AG, as coordinating entities. The effective interest rate of these bonds is 2.5%.
(Thousands of euros)
The debt from these bonds is stated at the nominal amount (€300 million) net of issuance costs (which amounted to €5.6 million), which are recorded over the life of the bonds at amortised cost using the effective interest method.
Debts with credit institutions
Details of debts with credit institutions as of 31 December 2024 and 2023 are as follows:
| Limit | Balance drawn down |
Final maturity | Nominal interest rate | Effective interest rate |
|
|---|---|---|---|---|---|
| Debts with credit institutions | |||||
| Revolving credit facility | 275,000 | - | 02/02/2028 | 4.87% (Euribor + Margin) | 4.87% |
| European Investment Bank Loan | 80,000 | 45,000 | 17/04/2029 | 1.65% | 1.65% |
| Total as at 31 December 2024 | 355,000 | 45,000 |
| Limit | Balance drawn down |
Final maturity | Nominal interest rate | Effective interest rate |
|
|---|---|---|---|---|---|
| Debts with credit institutions | |||||
| Revolving credit facility | 275,000 | - | 17/07/2024 | 5.16% (Euribor + Margin) | 5.16% |
| European Investment Bank Loan | 80,000 | 55,000 | 17/04/2029 | 1.65% | 1.65% |
| Total as at 31 December 2023 | 355,000 | 55,000 |
On 17 July 2020, the Parent Company arranged a revolving credit facility for €275 million, for an initial term of three years with the possibility of an extension for an additional year (this renewal was granted on 30 June 2021), and this facility was earmarked for general corporate purposes. The credit facility contract obliges the Parent Company to comply with a series of covenants, including most notably compliance with a certain ratio of "Consolidated net financial debt / consolidated EBITDA". This covenant is fulfilled on 31 December 2024 and 2023.
On 2 February 2024, this policy was novated for the same amount, maintaining the same contractual conditions and for an initial term of 4 years (with the possibility of an extension of 1 additional year), intended for general corporate uses.
On 27 March 2019, the Parent Company arranged a loan facility with the European Investment Bank (EIB) for up to €120 million to fund its research and development efforts, with the objective of providing cutting-edge innovation and differentiated therapies in the area of medical dermatology. On 17 April 2019, the first tranche of €80 million was granted, with 32 equal repayments of principal between 17 July 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt in 2021, the interest rate increased by 0.30%. The loan agreement requires the Parent Company to comply with a series of covenants, including most notably compliance with a "Consolidated net financial debt / consolidated EBITDA" ratio and a "Financial leverage of subsidiaries / consolidated EBITDA" ratio. Both covenants are fulfilled on 31 December 2024 and 2023.
On 10 May 2018, the Ordinary General Meeting of Shareholders arranged the completion of a swap transaction of interest rate and shares ("Equity swap"). This transaction entered into force by means of a contract dated 11 May 2018 with Banco Santander, S.A., whereby Almirall S.A. is bound to pay variable interest to the bank as compensation and Banco Santander, S.A. undertakes, as the acquirer of underlying ordinary shares of the company Almirall S.A. with a maximum nominal limit of 2.99% of the share capital (5,102,058 shares or €50 million), to hand over the dividend received for its investment in Almirall S.A. Said instrument was renewed in December 2023 for a term of 2 years.
In addition, when the fair value is less than 85% of the cost value, the Group must offset the loss by contributing cash to the bank (in this case reducing the recognised value of the derivative). Once a settlement has been made, if the fair value exceeds 110% of the last value at which a settlement occurred, then the Group will reclaim the payments made proportionately up to 100% of the initial value of the derivative (always limited to the cost of acquisition by Banco Santander). For this reason, the Group has opted to classify this asset/liability as current.
Consequently, under the heading "Assets resulting from derivative financial instruments" (in the case of unrealised gains) or "Liabilities resulting from derivative financial instruments" (in the case of
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
unrealised losses), the fair value of the derivative has been recognised, which corresponds to the difference between the fair value of the underlying asset and the acquisition cost of the shares for Banco Santander (2,510,952 shares equivalent to €35.1 million, corresponding to 1.2% of the Parent Company's share capital).
The following table details the impacts at 31 December 2024 and 2023:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||
| Underlying asset: | |||
| Fair value | 20,678 | 21,155 | |
| Acquisition cost | 35,073 | 35,073 | |
| Capital gain / (capital loss) | (14,395) | (13,918) | |
| Disbursements made to date | 12,349 | 12,349 | |
| Asset / (liability) per derivative financial instrument | (2,046) | (1,569) | |
| Profit / (Loss) for the year (Note 22) | (477) | (1,544) |
Other financial debt considerations
At the date of drafting these consolidated financial statements, the Parent Company's Administrators consider that no breach of the aforementioned obligations (including the aforementioned series of covenants) has occurred.
The interest accrued and payable at 31 December 2024 amounts to €2,327 thousand (€2,399 thousand at 31 December 2023), and it corresponds mainly to senior unsecured bonds.
The average cost of debt for the years ending on 31 December 2024 and 2023 was 1.5% and 1.4%, respectively. The Group's exposure to interest rate risk is limited at 31 December 2024 (Note 32).
Moreover, in application of the amendment to IAS 7, below we provide a reconciliation of the cash flows arising from financing activities with the corresponding liabilities in the opening and closing consolidated balance sheet, separating the movements that involve cash flows from those that do not.
| Balance as at 01 January 2024 |
Cash Flow | Interest paid |
Interest accrued |
Changes in fair value |
Balance as at 31 December 2024 |
|
|---|---|---|---|---|---|---|
| Financial liabilities at amortised cost | ||||||
| Credit facilities | - | - | - | - | - | - |
| Loans with credit institutions | 55,000 | (10,000) | - | - | - | 45,000 |
| Senior unsecured bonds | 296,851 | - | - | 1,142 | - | 297,993 |
| Financial liabilities at fair value through profit or loss |
||||||
| Liabilities for derivative financial instruments | 1,569 | - | - | - | 477 | 2,046 |
| Accrued interest to be paid | 2,399 | - | (10,537) | 10,465 | - | 2,327 |
| Total Financial debt | 355,819 | (10,000) | (10,537) | 11,607 | 477 | 347,366 |
| Balance as at 01 January 2023 |
Cash Flow | Interest paid |
Interest accrued |
Changes in fair value |
Balance as at 31 December 2023 |
|
|---|---|---|---|---|---|---|
| Financial liabilities at amortised cost Credit facilities |
- | - | - | - | - | - |
| Loans with credit institutions Senior unsecured bonds |
65,000 295,758 |
(10,000) - |
- - |
- 1,093 |
- - |
55,000 296,851 |
| Financial liabilities at fair value through profit or loss |
||||||
| Liabilities for derivative financial instruments Accrued interest to be paid |
25 2,377 |
- - |
- (10,214) |
- 10,236 |
1,544 - |
1,569 2,399 |
| Total Financial debt | 363,160 | (10,000) | (10,214) | 11,329 | 1,544 | 355,819 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
On 31 December 2024 and 2023 the composition of this item is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31/12/2024 31/12/2023 |
||||
| Suppliers | 80,223 | 82,657 | ||
| Trade payables | 106,302 | 98,697 | ||
| Total short-term trade payables | 186,525 | 181,354 |
The balance of this heading is mainly composed of suppliers of active ingredients and proprietary medicinal products, either companies that specialise in manufacturing for third parties or the laboratories that own the licensed products (Note 9); suppliers of R&D services (for the management of clinical trials or as a consequence of a development agreement); suppliers of logistics, regulatory, marketing and market access services; and suppliers of other services that support the entire value chain in terms of information technology, consulting and human resources.
In addition, this heading includes the amounts pending payment in the short term for contributions to health systems, as detailed in Note 5-p).
On 31 December 2024 and 2023 the composition of this item is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Non-current | |||||||
| Current | 2026 | 2027 | Rest | Total | |||
| Loans linked to research | 1,121 | 327 | 516 | 19,272 | 20,115 | ||
| Debts for purchases of fixed assets | 62,898 | - | - | 8,224 | 8,224 | ||
| Remuneration to be paid | 38,624 | 2,069 | 4,895 | 1,508 | 8,472 | ||
| Long-term tax liabilities | - | - | - | 6,573 | 6,573 | ||
| Other debts | 311 | - | - | 4,454 | 4,454 | ||
| Total as at 31 December 2024 | 102,954 | 2,396 | 5,411 | 40,031 | 47,838 |
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Non-current | |||||
| Current | 2025 | 2026 | Rest | Total | |
| Loans linked to research | 1,004 | 1,096 | 444 | 5,040 | 6,580 |
| Debts for purchases of fixed assets | 89,256 | 2,494 | - | 7,831 | 10,325 |
| Remuneration to be paid | 30,150 | 2,579 | 2,093 | 6,428 | 11,100 |
| Long-term tax liabilities | - | - | - | 6,698 | 6,698 |
| Other debts | 93 | - | - | 4,459 | 4,459 |
| Total as at 31 December 2023 | 120,503 | 6,169 | 2,537 | 30,456 | 39,162 |
Loans linked to research refer mainly to subsidised-interest loans and/or grace periods granted by the Ministry of Science and Technology to promote research, and are presented as described in Note 5-i). The granting of these loans is subject to compliance with carrying out certain investments and expenses during the years for which they are granted, and the loans mature between 2023 and 2041. In the first half of 2024, various loans were granted for a nominal value of €26.0 million. The difference between the nominal value and the fair value of said loans is recorded under deferred income (Note 17).
Debts for purchases of fixed assets refer basically to disbursements pending the acquisition of goods, products and marketing licenses contracted in the fiscal year and prior years. The current balance as at 31 December 2024 mainly includes the outstanding payments with Sun Pharma. Eloxx Pharmaceuticals Inc. and MC2 Therapeutics described in Note 9 (equivalent to a total of €49 million), the latter two having been paid in January 2025 (approximately €6.6 million). The current balance at 31 December 2023 mainly included the outstanding payments with Sun Pharma, Lilly, Etherna and
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Simcere described in Note 9 (equivalent to a total of €75 million), which had been paid in January 2024. Additionally, the balance classified as non-current corresponds to the agreements signed in 2023 with Novartis, described in Note 9.
As at 31 December 2024 and 31 December 2023, the balance of Remunerations to be paid mainly includes the balances to be paid to employees for the accrued portions of special payments, as well as the Group's bonuses for achieving targets and the provision for long-term remunerations, both the SEUS plan and the Performance Shares Plan (see Note 5-s)).
As a result of the application of IFRIC 23 "Uncertainty over income tax treatments" (Note 5-q)), at 31 December 2024, €6,573 thousand is classified as "Long-term tax liabilities" (€6,698 thousand at 31 December 2023).
There are no significant differences between the fair value of the liabilities and the recognised amount.
The retirement benefit obligations are related mainly with the subsidiaries Almirall Hermal GmbH, Almirall AG, and Polichem S.A., and are related with unfunded plans (there are no assets assigned to these plans), as described in Note 5-l).
| 2024 | 2023 | |
|---|---|---|
| At 1 January | 60,481 | 54,046 |
| Current services cost | 182 | 191 |
| Interest cost | 1,866 | 1,912 |
| Contributions from plan participants | 8 | 13 |
| Actuarial losses / (gains) | (1,606) | 6,347 |
| Benefits paid | (2,503) | (2,036) |
| Other changes | 153 | 8 |
| At 31 December | 58,581 | 60,481 |
The changes in the defined benefit obligation were as follows:
The amount recorded as actuarial profits (in 2024) or losses (in 2023) mainly reflects the impact of the variation in the discount rate used in the actuarial calculations in the years 2024 and 2023 based on the change in interest rates.
The main assumptions used for the calculation of the actuarial valuation of the commitment with Almirall Hermal, GmbH, which represents the majority of the liability amounting to €57.8 and €59.8 million at the end of the fiscal years 2024 and 2023, respectively, are as follows:
| 2024 | Almirall Hermal GmbH | |
|---|---|---|
| Mortality tables | Richttafeln 2018 G von K. Heubeck |
|
| Discount rate | 3.36% | |
| Rate of salary increase | 3.50% | |
| Rate of benefit increase | 2.10% | |
| Turnover rate | Variable according to age and gender |
|
| Retirement age | 65 - 67 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
| (Thousands of euros) | ||||
|---|---|---|---|---|
| 2023 | Almirall Hermal GmbH | |||
| Mortality tables | Richttafeln 2018 G von K. Heubeck |
|||
| Discount rate | 3.17% | |||
| Rate of salary increase | 3.50% | |||
| Rate of benefit increase | 2.00% | |||
| Turnover rate | Variable according to age and gender |
|||
| Retirement age | 65 - 67 |
Sensitivity to changes in the key assumptions, weighted in accordance with the following table, would not have a significant effect on the total pension liability:
| Change in the assumption | |
|---|---|
| Discount rate | Increase/decrease by 0.5% |
| Rate of inflation | Increase/decrease by 0.5% |
| Rate of salary increases | Increase/decrease by 0.5% |
| Mortality rate | Increase in 1 year |
These changes in the assumptions are reasonable with those indicated by the actuarial reports, which the Group's Management considers appropriate.
The amounts recognised in the consolidated income statement are as follows:
| 2024 | 2023 | |
|---|---|---|
| Current service cost | 182 | 191 |
| Interest cost | 1,866 | 1,912 |
| Total | 2,048 | 2,103 |
Finally, in the case of the defined contribution pension plans, the contributions are made to non-related entities, such as insurance companies, and the amount recognised as an expense in 2024 and 2023 amounted to €4.1 and €4.4 million, respectively.
The changes in 2024 and 2023 under the "Provisions" heading in the accompanying consolidated balance sheet were as follows:
| Thousands of Euros | ||
|---|---|---|
| 2024 | 2023 | |
| Balance as of 1 January | 9,491 | 16,311 |
| Additions and provisions | 14 | 4,021 |
| Reclassifications | - | (3,758) |
| Translation differences | 248 | - |
| Reversals | (1,306) | (7,083) |
| Balance as of 31 December | 8,447 | 9,491 |
This heading of the consolidated balance sheet refers mainly to the Group's estimate of the disbursements that it would have to make in the future to meet other liabilities arising from the nature of its business.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
As mentioned in Note 5-o), the Group separates net turnover into two concepts and three major segments:
| Thousands of Euros | ||
|---|---|---|
| 2024 | 2023 | |
| Sales of products | 970,893 | 868,824 |
| Income from granting licenses | 14,828 | 25,692 |
| Net turnover | 985,721 | 894,516 |
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Marketing through own network | 863,810 | 766,125 | |
| Marketing through licensees | 97,226 | 105,215 | |
| Manufacturing for third parties and | |||
| intermediation | 24,685 | 23,176 | |
| Net turnover | 985,721 | 894,516 |
The net turnover amount by geographic area, together with details of the main countries in which it is obtained, is shown below:
| Thousands of Euros | ||
|---|---|---|
| 2024 | 2023 | |
| Spain | 305,232 | 296,916 |
| Europe and Middle East | 576,012 | 491,567 |
| America, Asia and Africa | 104,477 | 106,033 |
| Net turnover | 985,721 | 894,516 |
| Thousands of Euros | ||
|---|---|---|
| 2024 | 2023 | |
| Spain | 305,232 | 296,916 |
| Germany | 274,981 | 217,580 |
| Italy | 87,126 | 74,828 |
| United States | 55,396 | 57,486 |
| France | 38,689 | 42,712 |
| United Kingdom | 28,885 | 27,798 |
| Other countries | 195,412 | 177,196 |
| Net turnover | 985,721 | 894,516 |
Finally, the contribution from the main therapeutic areas of the various products sold by the Group is detailed:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Dermatology and others | 548,025 | 465,248 | |
| Gastrointestinal and metabolism | 98,179 | 110,735 | |
| Respiratory | 92,718 | 86,809 | |
| Cardiovascular | 89,422 | 86,130 | |
| Central nervous system | 82,441 | 74,800 | |
| Musculoskeletal | 39,826 | 31,809 | |
| Other therapeutic specialities | 35,110 | 38,985 | |
| Net turnover | 985,721 | 894,516 |
The itemisation of this heading is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Income due to agreement with AZ/Covis (Note 12) |
2 | 2,994 | |
| Allocation of deferred income (Note 17) | 2,938 | - | |
| Others | 1,966 | 1,277 | |
| Total | 4,906 | 4,271 |
The itemisation of this heading is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Purchases | 242,716 | 258,917 | |
| Change in stocks of finished or semi-finished products | (10,593) | (26,664) | |
| Change in stocks of raw materials and goods | 6,272 | (10,758) | |
| Total | 238,395 | 221,495 |
The composition of staff costs is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Payroll and salaries | 183,584 | 163,769 | |
| Social security payable by the company | 34,618 | 30,634 | |
| Compensation payments | 1,428 | (606) | |
| Other welfare expenses | 15,301 | 15,004 | |
| Total | 234,931 | 208,801 |
In fiscal years 2024 and 2023, the average number of employees of the Group, distributed by professional category and gender, is as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Men | Women | Total | Men | Women | Total | |
| Directors | 1 | - | 1 | 1 | - | 1 |
| Executives | 64 | 42 | 106 | 64 | 40 | 104 |
| Managers | 105 | 94 | 199 | 100 | 89 | 189 |
| Technical staff | 472 | 664 | 1,136 | 452 | 596 | 1,048 |
| Administrative staff |
267 | 273 | 540 | 261 | 280 | 541 |
| Others | 2 | 2 | - | 2 | 2 | |
| Total | 909 | 1,075 | 1,984 | 878 | 1,007 | 1,885 |
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Men | Women | Total | Men | Women | Total | |
| Directors | 1 | - | 1 | 1 | - | 1 |
| Executives | 66 | 46 | 112 | 62 | 41 | 103 |
| Managers | 106 | 97 | 203 | 101 | 89 | 190 |
| Technical staff | 488 | 688 | 1,176 | 454 | 605 | 1,059 |
| Administrative staff |
271 | 261 | 532 | 265 | 284 | 549 |
| Others | - | 2 | 2 | - | 2 | 2 |
| Total | 932 | 1,094 | 2,026 | 883 | 1,021 | 1,904 |
In addition, at year-end 2024 the number of non-employee directors was 10, of whom 4 were women and 6 were men (in 2023 there were 8, of whom 3 were women and 5 were men).
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
At 31 December 2024, the number of employees with a disability equal to or greater than thirty-three per cent totalled 40 people (36 people at 31 December 2023).
As of 31 December 2024 and 2023, the number of Group employees engaged in research and development activities amounted to 288 and 257 people, respectively.
The composition of other operating expenses is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| R&D activities | 79,005 | 66,908 | |
| Leases and fees | 54,949 | 39,672 | |
| Repairs and maintenance | 22,002 | 23,225 | |
| Independent professional services | 27,413 | 26,749 | |
| Transport | 15,131 | 14,202 | |
| Insurance premiums | 3,897 | 3,612 | |
| Bank services and similar | 765 | 741 | |
| Congresses and other promotional activities | 100,264 | 88,781 | |
| Supplies | 5,041 | 5,954 | |
| Other services | 37,988 | 35,085 | |
| Other taxes | 1,810 | 2,256 | |
| Total | 348,265 | 307,185 |
The heading of leases and royalties includes royalties linked mainly to several of the licence agreements described in Note 9. The amounts corresponding to 2024 and 2023 amounted to €39.8 million and €25.9 million, respectively. The increase is mainly explained by the growth in sales of products marketed under the Ilumetri, Ebglyss, Wynzora and Klisyri brands.
The composition of this heading is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Change in bankruptcies valuation adjustment | (910) | (940) | |
| Change in stock valuation adjustment | (389) | (407) | |
| Change in other current provisions | 604 | (1,250) | |
| Total | (695) | (2,597) |
The itemisation of net gains/ (losses) on disposal of non-current assets in fiscal years 2024 and 2023 is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Gains | Losses | Gains | Losses | ||
| For disposal or retirement of intangible assets For disposal or retirement of property, plant and |
- | (2,692) | - | (1,190) | |
| equipment | - | (802) | - | (153) | |
| - | (3,494) | - | (1,343) | ||
| Net gains (losses) on disposal of assets | (3,494) | (1,343) |
The losses recorded in 2024 relate to the termination of the development contract and discontinuation of a product (Altabax) that was part of the takeover of Aqua Pharmaceuticals, now Almirall LLC, (both mentioned in Note 9) and the sale of land mentioned in Note 11. The losses recorded in 2023 corresponded to the discontinuation of one of the other products of the same takeover (Veltin, also described in note 9).
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
The breakdown of financial income and expenses in fiscal years 2024 and 2023 is as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Income | Expenses | Income | Expenses | ||
| Bond issuance costs (Note 18) | - | (7,439) | - | (7,439) | |
| Financial and similar income / (expenses) | 7,189 | (8,219) | 5,585 | (7,208) | |
| Financial assets valuation adjustment (Note 12) | 463 | - | - | - | |
| Change in fair value of financial instruments (Note 18) | - | (477) | - | (1,544) | |
| Exchange rate differences | - | (1,105) | - | (1,321) | |
| 7,652 | (17,240) | 5,585 | (17,512) | ||
| Financial result | (9,588) | (11,927) |
The breakdown of "Other finance income/(expenses) and similar" includes financial expenses derived from bank loans, as well as the impact of the financial restatement of liabilities carried at amortised cost and the financial cost of the pension payments, with the exception of the financial cost of the senior unsecured bonds (as described in Note 18), which are included in the breakdown of "Bond issuance costs" (€7.4 million in both 2024 and 2023). In addition, with the rise in interest rates in the second half of 2023, the Group earned interest income of €7.2 million (€5.6 million in 2023), mostly from investments in deposits made during the year, all of which had matured at year-end.
In 2024, the heading "Valuation adjustment of financial assets" includes the income related to the partial repayment of the loan with Celling Aesthetics LLC, as described in Note 12.
In 2024 and 2023, the breakdown of "Changes in fair value of financial instruments" includes mainly the restatement of the fair value of the Equity Swap described in Note 18.
In 2024, this heading includes the net amount resulting from the impairment tests performed on the products marketed under the Seysara and Cordran Tape brands, which form part of the Allergan CGU portfolio, for a total amount of €10.0 million (see Note 9).
In 2023, this heading included the impairment of the product marketed under the Seysara brand, which forms a part of the Allergan portfolio CGU, amounting to €47.3 million (see Note 9).
The amounts for the transactions carried out in foreign currencies are as follows:
| Amount in euros (thousands) | |||||
|---|---|---|---|---|---|
| Expenses | Income | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| Swiss franc | 10,339 | 4,227 | 18,595 | 19,730 | |
| Czech koruna | 1,120 | 760 | 4,185 | 2,304 | |
| Danish krone | 1,333 | 1,773 | 1,464 | 1,176 | |
| Pound sterling | 17,474 | 15,378 | 29,297 | 24,352 | |
| Japanese Yen | 3,520 | 3,753 | 565 | 1,508 | |
| Norwegian Krone | 306 | 211 | 4,226 | 2,717 | |
| Polish Zloty | 1,350 | 971 | 6,390 | 4,872 | |
| Renminbi | 733 | 278 | - | - | |
| Swedish Krona | 592 | 477 | 3,079 | 2,740 | |
| US Dollar | 70,974 | 68,892 | 73,833 | 81,639 | |
| Other currencies | 595 | 126 | 138 | 219 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
During fiscal years 2024 and 2023, the fees for auditing services and other services provided by the Group's auditor, KPMG Auditores S.L., or by other companies in the auditor's network, were as follows:
| Audit and related services | |||||
|---|---|---|---|---|---|
| Entities (Thousands of Euros) |
Year | Audit services | Professional services related to auditing |
Tax services |
Other services |
| KPMG Auditores, S.L. | 235 | 110 | - | 81 | |
| Other companies in the PwC network | 2024 | 307 | 55 | - | - |
| Total | 542 | 165 | - | 81 | |
| KPMG Auditores, S.L. | 259 | 77 | - | - | |
| Other companies in the PwC network | 2023 | 283 | 50 | 47 | 73 |
| Total | 542 | 127 | 47 | 73 |
In 2024 and 2023, other auditors have accrued €118 thousand and €70 thousand, respectively, in relation to audit work of investee companies.
The heading "Audit services" includes the fees corresponding to the audit of the individual and consolidated financial statements of Almirall, S.A. and of the companies that form part of its group.
The heading "Audit-related professional services" mainly includes fees related to the limited review of the Group's interim consolidated financial statements and to the review of information relating to ICFR.
The Parent Company (Almirall S.A.) is subject to Corporate Income Tax under the Tax Consolidation regime, as described in Note 5-q).
Corporate income tax is calculated on the basis of the economic or accounting result, obtained by applying the applicable financial reporting regulatory framework, which does not necessarily coincide with the tax result, which in turn is understood as the taxable income.
The rest of the Group's subsidiaries file individual tax returns in accordance with the tax regulations applicable in each country.
On 15 February 2024, the Tax Agency notified Ranke Química, S.A. of the commencement of the inspection and investigation of the excise tax on alcohol for the year 2021. These inspections were finalised with the signing of the certificate of conformity on 14 October 2024, without any settlement arising therefrom.
The Parent Company and the companies forming a part of the Spanish tax group are currently open to audits for fiscal years 2020 to 2023 regarding Corporate Income Tax and for fiscal years 2021 to 2024 for all other applicable taxes.
During the financial year 2022, the following inspection procedure was communicated in respect of the Group's following foreign company: Almirall Inc. and investee companies (United States). This inspection has to do with Corporate Income Tax for 2015, 2016, 2018 and 2020. As of the date on which these consolidated annual accounts were formulated, it continues in progress.
During the financial year 2023, the inspection procedure regarding Almirall Hermal GmbH (Germany) was communicated, in respect of the financial years 2018, 2019, 2020, and 2021, relating to Corporate Income Tax, Value Added Tax, as well as Withholdings and income on account for Personal Income Tax. This inspection was completed in fiscal year 2024 with no significant aspect arising.
During the 2024 financial year, no inspections other than those mentioned above have been initiated.
The Group's foreign companies are currently being audited for the corresponding years, in each of the local legislations, regarding the applicable taxes.
(Thousands of euros)
In general, due to the different ways in which the tax regulations may be interpreted, the results of the inspections that are being carried out, or that may be carried out in the future by the tax authorities, for the years subject to verification, may give rise to tax liabilities of an amount that cannot be objectively quantified at present. In the opinion of the Parent Company's administrators, however, the possibility of significant liabilities arising in this respect, in addition to those recognised, is remote.
The balances receivable from and payable to the Public Administrations, as of 31 December 2024 and 2023, are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||
| Public Treasury (Hacienda) VAT owed | 8,344 | 8,302 | |
| Public Treasury (Hacienda) Corporate Income Tax owed | 13,229 | 7,223 | |
| Other concepts | 59 | 11 | |
| Total debtor balance | 21,632 | 15,536 | |
| Public Treasury (Hacienda) VAT paid | 6,181 | 3,505 | |
| Personal income tax | 8,845 | 6,594 | |
| Social Security Agencies creditors | 4,179 | 3,536 | |
| Public Treasury (Hacienda) Corporate Income Tax | |||
| creditor | 23,306 | 15,409 | |
| Total credit balances | 42,511 | 29,044 |
The corporate income tax receivables are mainly due to the expected tax refund for the scope of consolidation in Spain for 2024.
Income taxes recognised in the consolidated income statement and in equity in fiscal years 2024 and 2023, are as follows:
| Thousands of Euros | ||
|---|---|---|
| Expense / (Income) | ||
| 2024 | 2023 | |
| Corporate Income Tax: | ||
| - Recognised in the consolidated income statement | 16,351 | 21,283 |
| - Recognized in equity | 268 | (1,777) |
| Total | 16,619 | 19,506 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Reconciliation of accounting and tax results
Presented below is the reconciliation between the income tax expense resulting from applying the general tax rate in force in Spain and the expense recorded for the aforementioned tax:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Consolidated pre-tax profit or loss | 26,498 | (17,191) | |
| Permanent differences: | |||
| Increase | 533,413 | 276,098 | |
| Decrease | (503,718) | (271,559) | |
| Adjusted accounting profit | 56,193 | (12,652) | |
| Tax rate | 25% | 25% | |
| Gross Tax | 14,048 | (3,163) | |
| Deductions applied and/or regularized in the fiscal year and other | |||
| consolidation adjustments | (16,009) | (4,513) | |
| Corporate Income Tax for Almirall, S.A. paid abroad | 61 | 27 | |
| Effect on income tax expense of subsidiaries in losses | 12,699 | 28,023 | |
| Others | 3,856 | 1,490 | |
| Accrued cost for theoretical tax | 14,655 | 21,864 | |
| Effect of rate difference between countries | 2,072 | (492) | |
| Other changes | (376) | (89) | |
| Expense / (Income) accrued for Corporate Income Tax | 16,351 | 21,283 |
In relation to financial year 2024:
In relation to financial year 2023:
The amount of the deductions applied and/or adjusted in Spain during the 2024 and 2023 fiscal years include, among other concepts, the partial monetisation of the research and development deduction generated in fiscal years 2023 and 2022, respectively. These amounts are detailed in the section on deductions due to maturity.
The Group has complied with the following requirements in order to be able to apply such monetisation:
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The effect on the tax expense of subsidiaries in losses mainly includes the effect of the losses of the US subsidiaries (Almirall LLC and Almirall Inc), which do not record tax credit assets on their balance sheet.
The nature and amount of the incentives applied in 2024 and 2023, and those pending deduction as of 31 December 2024 and 2023 for the Spanish tax group, are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Nature | Compensated | Pending offset | Compensated | Pending offset |
| Research and Development | 6,250 | 347,494 | 4,937 | 335,637 |
| Technological Innovation | - | 3,323 | - | 3,323 |
| International Double Taxation | - | 54 | - | 23 |
| Reinvestment of extraordinary profits | - | 67 | - | 67 |
| Donations | - | 358 | - | 328 |
| Temporary measures | - | 331 | - | 324 |
| Total deductions credited | 6,250 | 351,627 | 4,937 | 339,702 |
| Tax loss carryforwards (quota) | - | 98,203 | 198 | 80,407 |
| Total tax credits credited | 6,250 | 449,830 | 5,135 | 420,109 |
There are no significant incentives (deductions) in the other tax jurisdictions where the Group operates.
The period for application of the deductions for scientific research and technological innovation activities that have not yet been applied is 18 years from their origin, and the application of these is limited to 50% of the tax liability according to the current legislation, whenever the deduction that the Parent Company generates each year is expected to exceed 10% of the total tax liability.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
The expiry dates of the deductions for Research and Development are detailed below:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| FY of | Cut-off year for | 2024 | 2023 | ||
| generation | application | Compensated | Pending offset | Compensated | Pending offset |
| 2007 | 2025 | - | 23,710 | - | 23,710 |
| 2008 | 2026 | - | 34,841 | - | 34,841 |
| 2009 | 2027 | - | 26,883 | - | 26,883 |
| 2010 | 2028 | - | 34,628 | - | 34,628 |
| 2011 | 2029 | - | 35,845 | - | 35,845 |
| 2012 | 2030 | - | 32,841 | - | 32,841 |
| 2013 | 2031 | - | 28,660 | - | 28,660 |
| 2014 | 2032 | - | 23,387 | - | 23,387 |
| 2015 | 2033 | - | 12,247 | - | 12,247 |
| 2016 | 2034 | - | 11,521 | - | 11,521 |
| 2017 | 2035 | - | 9,824 | - | 9,824 |
| 2018 | 2036 | - | 8,908 | - | 8,908 |
| 2019 | 2037 | - | 9,786 | - | 9,786 |
| 2020 | 2038 | - | 7,823 | - | 7,823 |
| 2021 | 2039 | - | 7,470 | - | 7,470 |
| 2022 | 2040 | - | 10,444 | 4,937 | 10,443 |
| 2023 | 2041 | 6,250 | 10,570 | - | 16,820 |
| 2024 | 2042 | - | 18,106 | - | - |
| Total R&D deductions | 6,250 | 347,494 | 4,937 | 335,637 |
There is no time limit for the application of the deductions to avoid international double taxation that have not yet been applied. However, current legislation on corporate income tax stipulates that the application is limited to 50% of the total tax liability.
For all other deductions, the deadline is 15 years immediately and successively as from the generation thereof.
In relation to tax credits by tax base, a breakdown of the most significant tax jurisdictions is given below:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Tax jurisdiction | FY of generation |
2024 | 2023 | ||
| Compensated | Pending offset | Compensated | Pending offset | ||
| 2017 | - | 4,133 | 198 | 4,133 | |
| 2019 | - | 26,526 | - | 26,526 | |
| Spain | 2021 | - | 814 | - | 814 |
| 2024 | - | 743 | - | - | |
| 2017 | - | 67 | - | 65 | |
| 2019 | - | 438 | - | 430 | |
| United States | 2020 | - | 1,773 | - | 1,729 |
| 2021 | - | 13,290 | - | 12,548 | |
| 2022 | - | 17,137 | - | 16,161 | |
| 2023 | - | 19,713 | - | 18,001 | |
| 2024 | - | 13,569 | - | - | |
| Tax loss carryforwards (quota) - 98,203 198 |
80,407 |
These tax loss carryforwards have no time limit for application, with the exception of €12,174 thousand corresponding to state tax loss carryforwards generated in the United States, whose application limit is between 2027 and 2044.
(Thousands of euros)
The breakdown of deferred tax assets and liabilities recorded on the consolidated balance sheet is as follows:
| Thousands of Euros | ||
|---|---|---|
| 31/12/2024 | 31/12/2023 | |
| Deferred tax assets (net) | 1,157 | 5,308 |
| Deferred tax liabilities | (64,992) | (71,920) |
| Tax loss carryforwards | 32,216 | 31,473 |
| Deductions to be applied | 155,487 | 144,980 |
| Deferred tax assets (net) | 123,868 | 109,841 |
The gross changes in the deferred tax account were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| At 1 January | 109,841 | 105,717 | |
| Credit to the consolidated profit and loss account | 20,545 | 7,284 | |
| Partial monetization R&D deductions | (6,250) | (4,937) | |
| Tax (Charged)/ Paid to consolidated equity | (268) | 1,777 | |
| At 31 December | 123,868 | 109,841 |
Pursuant to the tax regulations in force in the different countries in which the consolidated entities are located, certain timing differences have arisen in 2024 and 2023 that must be taken into account when quantifying the corresponding income tax expense.
The breakdown of deferred tax assets and liabilities (net) by concept is as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 31/12/2024 | 31/12/2023 | |||
| Differences in cumulative tax bases |
Cumulative effect on tax liability |
Differences in cumulative tax bases |
Cumulative effect on tax liability |
|
| Deferred tax assets (net): | ||||
| Depreciation of assets | 28,622 | 7,156 | 57,321 | 12,706 |
| Provisions | 39,974 | 10,363 | 36,217 | 9,256 |
| Retirement benefit obligations | 25,576 | 8,078 | 28,473 | 8,349 |
| Stock valuation | 36,532 | 9,133 | 40,105 | 10,083 |
| Freedom of amortization R.D. 27/84, 2/85, 3/93 | (9,414) | (2,354) | (12,736) | (3,184) |
| Goodwill amortisation | (128,048) | (32,012) | (118,444) | (29,611) |
| Others | 3,172 | 793 | (9,172) | (2,291) |
| Deferred tax assets (net): | (3,586) | 1,157 | 21,764 | 5,308 |
| Deferred tax liabilities (net): | ||||
| Capitalization of intangible assets | 2,408 | 602 | 2,408 | 602 |
| Allocation of capital gains to assets in business combinations | 208,511 | 52,118 | 231,599 | 57,900 |
| Goodwill amortisation | 42,488 | 10,622 | 42,488 | 10,622 |
| Others | 6,600 | 1,650 | 11,184 | 2,796 |
| Deferred tax liabilities (net) | 260,007 | 64,992 | 287,679 | 71,920 |
The amount of net deferred tax assets that will reverse in a period of less than 12 months amounts to €10.3 million at 31 December 2024.
In accordance with IAS 12, the Group presents net deferred tax assets and liabilities for each of the tax jurisdictions in which the Group operates, although this only occurs with those relating to the Spanish consolidated tax group.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
The breakdown of deferred tax assets and liabilities by jurisdiction at 31 December 2024 and 2023 is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2024 | 31/12/2023 | |||||||
| Tax jurisdiction | Posted | Not recorded | Total | Posted | Not recorded | Total | ||
| Net deferred tax assets: | ||||||||
| Spain | (34,374) | - | (34,374) | (30,949) | - | (30,949) | ||
| Germany | 7,988 | - | 7,988 | 8,343 | - | 8,343 | ||
| United States | 1,969 | 42,677 | 44,646 | 4,545 | 41,055 | 45,600 | ||
| Rest (*) | (39,418) | - | (39,418) | (48,551) | - | (48,551) | ||
| Total | (63,835) | 42,677 | (21,158) | (66,612) | 41,055 | (25,557) | ||
| Tax loss to carry forward: | ||||||||
| Spain | 32,216 | - | 32,216 | 31,473 | - | 31,473 | ||
| United States | - | 65,987 | 65,987 | - | 48,934 | 48,934 | ||
| Total | 32,216 | 65,987 | 98,203 | 31,473 | 48,934 | 80,407 | ||
| For deductions pending offset | ||||||||
| Spain | 155,487 | 196,140 | 351,627 | 144,980 | 196,259 | 341,239 | ||
| Total | 155,487 | 196,140 | 351,627 | 144,980 | 196,259 | 341,239 | ||
| Group Total | 123,868 | 304,804 | 428,672 | 109,841 | 286,248 | 396,089 |
The aforementioned net deferred tax assets of €123.9 million (€109.8 million at 31 December 2023) arise mainly from the Parent Company. These deferred tax assets have been recorded in the consolidated balance sheet because the Parent Company's Administrators consider that, based on the best estimate of future results, it is probable that these assets will be fully recovered within a time frame of up to 10 years. In order to determine the estimated future taxable profits that justify this recovery analysis, the following has been used as a starting point:
The sensitivity analysis performed on the projected taxable income (within a +/-5% range of variation) would not result in a significant impact on the consolidated financial statements at 31 December 2024 and 2023.
Most of the unrecorded tax assets recognised in the consolidated balance sheet correspond to the United States, specifically to the subsidiaries Almirall LLC and Almirall Inc. (which are tax consolidated), based on the expectations of local profit for this subsidiary and the associated CGUs (as described in Note 5-d)).
(Thousands of euros)
In the case of deductions pending offset, which correspond to the Spanish consolidated tax group, the amount that is expected to be recovered beyond 10 years has not been recognised in the consolidated balance sheet, even though the application limit is 18 years.
In March 2022, the Organisation for Economic Co-operation and Development (OECD) approved its Pillar 2 international taxation model, which establishes a global minimum corporate tax rate of 15% for groups with a turnover of more than €750 million. On 23 May 2023, the IASB published an amendment to IAS 12 pertaining to Pillar 2 standards, effective for periods beginning as from 1 January 2023. The amendments to IAS 12 provide a mandatory temporary exemption from recognition of the deferred tax balances arising from the implementation of Pillar 2 legislation.
Likewise, in Spain, on 19 December 2023, the Council of Ministers approved the draft bill transposing the European directive to guarantee this minimum overall taxation of 15%.
In this regard, the Group is assessing the potential impact of this measure, and based on the analyses carried out, it does not expect to have significant impacts in the application thereof.
The main criteria for defining the Group's information by segments in the consolidated financial statements for the years ending on 31 December 2024 and 2023 are explained below.
The business segments listed below are those for which separate financial information is available, and on which the reports are based, and the results of which are reviewed on a monthly basis by the Group's Management (Management Committee) for operational decision-making, in order to decide on the resources to be allocated to each segment and evaluate their performance, as well as having discrete financial information available.
Broadly speaking, the Group's Management Committee is divided between the commercial areas (which are those that generate recurring revenue) and the other areas (which do not usually generate revenue and/or provide services to the other areas). The Group's segments are therefore divided into:
The reported operating segments are those whose income, results and/or are assets greater than 10% of the corresponding consolidated figure.
The marketing segment through the company's own network is divided geographically (Europe and the United States) according to the specific product portfolio of each region (which is mostly exclusive to each area, except for Klisyri) and market dynamics, which especially in the area of access to prescription medicinal products is very different, as mentioned in the Note 5-p).
Research and development is separated due to being considered a key activity to secure the long-term future of the Group, and it has a significant budget allocation (as a target figure, around 12% of net turnover).
All other activities, essentially support functions such as Human Resources, Information Technology, Finance and Legal, among others, provide services to the rest of the areas and have independent managers in charge of the commercial business units, which is why they are presented separately and aggregated in the Corporate and Manufacturing Services segment. In addition, this segment incorporates the revenue derived from the manufacturing activity for third parties and the intermediation
(Thousands of euros)
mentioned in Note 5-o) (product sales section), which mainly corresponds to manufacturing for Covis, linked to the contract explained in Note 12. The costs of the production centres are incorporated in the segments of the commercial areas (as a higher cost of Procurement), which is why there is an "Adjustments and reclassifications" column for arriving at the figures presented in the consolidated income statement.
The following aspects should be taken into account when segmenting the consolidated profit and loss account:
When segmenting the Consolidated Balance Sheet, the following aspects must be taken into account:
Financial information by segments
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Consolidated segmented income statement for the year ending on 31 December 2024:
| Commercial areas | Other areas | ||||||
|---|---|---|---|---|---|---|---|
| Own network (Europe) |
Own network (USA) |
Licensees | R & D | Corporate services and manufacturing |
Reclassifications | Total | |
| Net turnover | 808,381 | 55,429 | 97,226 | - | 24,685 | - | 985,721 |
| Other Income | - | - | - | 2,938 | 1,968 | - | 4,906 |
| Operating income | 808,381 | 55,429 | 97,226 | 2,938 | 26,653 | - | 990,627 |
| Work carried out on fixed assets | - | - | - | 20,354 | - | - | 20,354 |
| Supplies | (218,246) | (10,496) | (42,734) | (2,095) | (40,539) | 75,715 | (238,395) |
| Staff costs | (85,229) | (15,825) | (1,408) | (33,780) | (58,991) | (39,698) | (234,931) |
| Depreciation | (64,318) | (26,216) | (9,928) | (8,477) | (18,836) | (11,309) | (139,084) |
| Net change in valuation adjustments | - | 166 | - | (861) | (695) | ||
| Other operating expenses | (147,351) | (25,216) | (6,106) | (100,203) | (44,681) | (24,708) | (348,265) |
| Net gains (losses) on disposal of assets | - | (713) | - | (1,713) | (1,068) | - | (3,494) |
| Impairment losses on property, plant and equipment, intangible assets and goodwill |
|||||||
| - | (10,031) | - | - | - | - | (10,031) | |
| Operating profit | 293,237 | (32,902) | 37,050 | (122,976) | (138,323) | - | 36,086 |
| Financial income | - | - | - | - | 7,652 | - | 7,652 |
| Financial expenses | - | - | - | - | (15,658) | - | (15,658) |
| Exchange rate differences | - | - | - | - | (1,105) | - | (1,105) |
| Valuation gains on financial instruments | - | - | - | - | (477) | - | (477) |
| Earnings before tax | 293,237 | (32,902) | 37,050 | (122,976) | (147,911) | - | 26,498 |
| Corporate income tax | - | (2,970) | - | - | (13,381) | - | (16,351) |
| Net profit for the year attributable to the Parent Company |
293,237 | (35,872) | 37,050 | (122,976) | (161,292) | - | 10,147 |
Segmented assets at 31 December 2024:
| Commercial areas | Other areas | |||||
|---|---|---|---|---|---|---|
| Own network (Europe) |
Own network (USA) |
Licensees | R & D | Corporate services and manufacturing |
Total | |
| Goodwill | 270,550 | - | 45,416 | - | - | 315,966 |
| Intangible assets | 482,698 | 171,255 | 137,675 | 126,944 | 18,395 | 936,967 |
| Right-of-use assets | 6,600 | 2,220 | 70 | - | 34,696 | 43,586 |
| Property, plant and equipment | 1,434 | 6,009 | 14 | 28,300 | 118,033 | 153,790 |
| Financial assets | - | - | - | - | 16,350 | 16,350 |
| Deferred tax assets | - | - | - | - | 188,860 | 188,860 |
| NON-CURRENT ASSETS | 761,282 | 179,484 | 183,175 | 155,244 | 376,334 | 1,655,519 |
| Stocks | 118,350 | 8,125 | 4,673 | - | 40,635 | 171,783 |
| Trade and other receivables | 68,979 | 22,403 | 28,669 | 25,104 | 6,289 | 151,444 |
| Current tax assets | - | 5,096 | - | - | 16,536 | 21,632 |
| Other current assets | - | 3,180 | - | - | 15,807 | 18,987 |
| Current financial investments | - | - | - | - | 201 | 201 |
| Cash and cash equivalents | - | - | - | - | 377,097 | 377,097 |
| CURRENT ASSETS | 187,329 | 38,804 | 33,342 | 25,104 | 456,565 | 741,144 |
| TOTAL ASSETS | 948,611 | 218,288 | 216,517 | 180,348 | 832,899 | 2,396,663 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Consolidated segmented income statement for the year ending on 31 December 2023:
| Commercial areas | |||||||
|---|---|---|---|---|---|---|---|
| Own network (Europe) |
Own network (USA) |
Licensees | R & D | Corporate services and manufacturing |
Reclassifications | Total | |
| Net turnover | 708,639 | 57,486 | 88,215 | - | 40,176 | - | 894,516 |
| Other Income | - | - | - | - | 4,271 | - | 4,271 |
| Operating income | 708,639 | 57,486 | 88,215 | - | 44,447 | - | 898,787 |
| Work carried out on fixed assets | - | - | - | 9,016 | - | - | 9,016 |
| Supplies | (227,857) | (13,979) | (42,002) | (1,474) | (5,052) | 68,869 | (221,495) |
| Staff costs | (77,798) | (18,454) | (1,177) | (28,159) | (47,737) | (35,476) | (208,801) |
| Depreciation | (30,868) | (41,603) | (9,995) | (5,002) | (26,280) | (10,568) | (124,316) |
| Net change in valuation adjustments | - | (765) | - | - | (1,832) | - | (2,597) |
| Other operating expenses | (102,607) | (25,468) | (5,944) | (85,411) | (64,930) | (22,825) | (307,185) |
| Net gains (losses) on disposal of assets | - | - | - | - | (1,343) | - | (1,343) |
| Impairment losses on property, plant and equipment, intangible assets and goodwill |
|||||||
| - | (47,330) | - | - | - | - | (47,330) | |
| Operating profit | 269,509 | (90,113) | 29,097 | (111,030) | (102,727) | - | (5,264) |
| Financial income | - | - | - | - | 5,585 | - | 5,585 |
| Financial expenses | - | - | - | - | (14,647) | - | (14,647) |
| Exchange rate differences | - | - | - | - | (1,321) | - | (1,321) |
| Valuation gains on financial instruments | - | - | - | - | (1,544) | - | (1,544) |
| Earnings before tax | 269,509 | (90,113) | 29,097 | (111,030) | (114,654) | - | (17,191) |
| Corporate income tax | - | (1,529) | - | - | (19,754) | - | (21,283) |
| Net profit for the year attributable to the Parent Company |
269,509 | (91,642) | 29,097 | (111,030) | (134,408) | - | (38,474) |
Segmented assets at 31 December 2023:
| Commercial areas | Other areas | |||||
|---|---|---|---|---|---|---|
| Own network (Europe) |
Own network (USA) |
Licensees | R & D | Corporate services and manufacturing |
Total | |
| Goodwill | 270,550 | - | 45,416 | - | - | 315,966 |
| Intangible assets | 489,973 | 210,162 | 153,894 | 81,320 | 16,066 | 951,415 |
| Right-of-use assets | 11,386 | - | 101 | - | 31,529 | 43,016 |
| Property, plant and equipment | 577 | 5,552 | 19 | 26,242 | 108,897 | 141,287 |
| Financial assets | - | - | - | - | 22,878 | 22,878 |
| Deferred tax assets | 1,985 | 4,993 | 5,740 | - | 169,043 | 181,761 |
| NON-CURRENT ASSETS | 774,471 | 220,707 | 205,170 | 107,562 | 348,413 | 1,656,323 |
| Stocks | 114,116 | 9,886 | 11,595 | - | 31,931 | 167,528 |
| Trade and other receivables | 69,646 | 26,199 | 17,767 | - | 17,886 | 131,498 |
| Current tax assets | - | 4,846 | - | - | 10,690 | 15,536 |
| Other current assets | - | 3,488 | - | - | 12,522 | 16,010 |
| Current financial investments | - | - | - | - | 136 | 136 |
| Cash and cash equivalents | - | - | - | - | 387,954 | 387,954 |
| CURRENT ASSETS | 183,762 | 44,419 | 29,362 | - | 461,119 | 718,662 |
| TOTAL ASSETS | 958,233 | 265,126 | 234,532 | 107,562 | 809,532 | 2,374,985 |
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
Additions to non-current assets by segments during the six months ending 31 December 2024 and 2023:
| Thousands of euros | |||
|---|---|---|---|
| 31/12/2024 | 31/12/2023 | ||
| Own network (Europe) | 79,486 | 170,500 | |
| Own network (USA) | 557 | 2,433 | |
| Licensees | - | 3,860 | |
| R & D | 40,562 | 32,516 | |
| Corporate services and manufacturing | 17,181 | 46,429 | |
| Total additions | 137,786 | 255,738 |
The dividends paid by the Parent Company during fiscal years 2024 and 2023, which in both cases correspond to the dividends approved on the results of the previous year, are shown below:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| % of nominal |
Euros per share |
Amount (Thousands of Euros) |
% of nominal |
Euros per share |
Amount (Thousands of Euros) |
|
| Ordinary shares | 158% | 0.19 | 39,785 | 158% | 0.19 | 34,488 |
| Total Dividends paid | 158% | 0.19 | 39,785 | 158% | 0.19 | 34,488 |
| Dividends charged to income statement | 158% | 0.19 | 39,785 | 158% | 0.19 | 34,488 |
The 2024 and 2023 dividend payments have been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Parent Company shares or the cash amount equivalent to the dividend.
In 2024, the cash payment was chosen by 8.5% of the holders of rights (which meant a disbursement of €3.3 million), and the remaining 91.5% opted to receive new shares, each at par value, which were issued as a capital increase (Note 16).
In 2023, the cash payment was chosen by 7.8% of the holders of rights (which meant a disbursement of €2.6 million), while the remaining 92.2% opted to receive new shares, each at par value, which were issued as a capital increase (Note 16).
When a dividend is approved, which may be settled in cash or through the issue of fully paid-up shares at the investor's option, i.e., remuneration with shares for a specific value, the corresponding liability must be recognised with a charge to reserves equivalent to the fair value of the rights to be allotted shares at no charge. If the investor opts to subscribe for fully paid-up shares, then the corresponding capital increase will be recognised. If the investor elects to collect the dividend, then the liability will be derecognised with a credit to the cash paid.
Basic earnings per share is calculated by dividing the net profit for the period that can be attributed to the Parent Company by the weighted average number of ordinary shares outstanding during the period, excluding the average number of treasury shares held for the entire period. Diluted earnings per share are calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted by the weighted average number of ordinary shares that would be issued if all potential ordinary shares were converted into ordinary shares of the Parent Company. For these purposes, the conversion is deemed to take place at the start of the period or at the moment of issue of the potential ordinary shares if these have been issued during the period itself.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
As of 31 December 2024 and 2023, there were no financial instruments with dilutive effects. Accordingly:
| 2024 | 2023 | |
|---|---|---|
| Net result of the year (thousands of euros) | 10,147 | (38,474) |
| No. of weighted average ordinary shares available (*) | 211,437 | 211,437 |
| No. of weighted average diluted shares (**) | 211,437 | 211,437 |
| Basic earnings per share (euros) | 0.05 | (0.18) |
| Diluted earnings per share (euros) | 0.05 | (0.18) |
(*) Number of issued shares minus treasury shares
(**) Average number of available ordinary shares
As described in Note 16, during 2024 a total of 4,074,994 new shares of the Parent Company were created in the capital increase on 12 June 2024. During 2023, as a result of the increase in the fullypaid share capital through which the flexible dividend programme was implemented, a total of 27,878,356 new Parent Company shares were created in the respective capital increases on 7 and 12 June 2023.
In accordance with the provisions of IAS 33, these capital increases have been taken into account in the earnings per share corresponding to the 2023 financial year, whose value increased to -€0.18 per share (-€0.20 per share according to what was published in the financial statements for the year ending 31 December 2023).
Lastly, the calculation of diluted consolidated earnings per share takes into account the consolidated profit for the year attributable to the Parent Company, excluding the expense incurred by financial instruments convertible into shares, net of the related tax effect, if any.
As a result of the research and development activities carried out by the Group, as of the close of fiscal years 2024 and 2023, firm agreements had been entered into for the performance of these activities at a cost of €74.5 and €67.1, respectively, and in future years these agreements will have to be honoured.
At 31 December 2024, the Group had various guarantees set up with the public administration and third parties for an amount of €15.1 million at 31 December 2024 (€13.3 million at 31 December 2023).
As of 31 December 2024 and 2023, there were no significant commitments to purchase property, plant and equipment.
The Group's lease commitments are described in Note 10.
There are no contingent liabilities other than those mentioned in the notes to these consolidated financial statements (payments related to the acquisition of intangible assets, Note 9).
As at 31 December 2024 and 2023, there are no other contingent assets.
Transactions between the Parent Company and its subsidiaries, since they are related parties, have been removed during the consolidation process and are not disclosed in this note. Transactions between the Parent Company and its subsidiaries are itemised in the individual financial statements.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024
(Thousands of euros)
During 2024 and 2023, Group companies have carried out the following transactions with related parties, consequently maintaining the following balances at 31 December 2024 and 2023:
| Related party | Thousands of Euros | ||||||
|---|---|---|---|---|---|---|---|
| Company | Transactions | Balances - Debtor / (Creditor) | |||||
| Concept | Year | Transactions - Income/(Expenses) |
Commercial Lease liabilities |
||||
| Almirall, S.A. | Sinkasen, S.L.U. | 2024 | (3,293) | - | (28,188) | ||
| Leases | 2023 | (3,185) | - | (30,898) | |||
| Almirall, S.A. Sinkasen, S.L.U. |
2024 129 Re-invoicing works 2023 54 |
126 | - | ||||
| 38 | - | ||||||
| Almirall, S.A. | Grupo Corporativo Landon, S.L. | 2024 | (49) | (49) | - | ||
| Others | 2023 | 8 | - | - |
The Group leases its headquarters (Note 10) from Sinkasen S.L.U., a related entity whose sole shareholder is Grupo Corporativo Landon, S.L. The lease was renewed in January 2023 for a period of ten years, until 31 December 2032.
Transactions with related parties are carried out at market price.
The amount accrued during fiscal years 2024 and 2023 by current and former members of the Parent Company's Board of Directors for all remuneration items (salaries, bonuses, allowances, remuneration in kind, life insurance, compensation, incentive schemes and social security contributions) amounted to €2,858 and €2,517 thousand, respectively. There are life insurance policies accrued for the amount of €3 thousand in 2024 (€2 thousand in 2023).
During fiscal year 2024, civil liability insurance premiums in the amount of €230 thousand (€249 thousand in 2023) have accrued to cover possible damages caused to members of the Board of Directors and Senior Management in the performance of their duties.
In addition, the remuneration, paid and unpaid, accrued by the Parent Company's Board of Directors from multi-year incentive and loyalty plans and the SEUS and PSP Plans (see Note 5-s)), amounted to €739 thousand in 2024 (€615 thousand in 2023). The balance of the provision for these plans totals €1,082 thousand in 2024 (€861 thousand in 2023).
As of 31 December 2024 and 2023, there are no other pension commitments agreed with the current and former members of the Parent Company's Board of Directors.
The Group has included the members of the Management Committee as senior management for the purposes of the consolidated financial statements, as long as they are not on the Board of Directors.
The amount accrued during fiscal years 2024 and 2023 by senior managers who are not members of the Parent Company's Board of Directors, for all remuneration items (salaries, bonuses, allowances, remuneration in kind, compensation, incentive schemes and social security contributions), came to €6,196 thousand and €6,883 thousand, respectively. There are life insurance policies accrued in the amount of €17 thousand in 2024 (€13 thousand in 2023).
In addition, the remuneration accrued, both paid and unpaid, by the Group's senior management under the multi-year incentive and loyalty schemes and the SEUS Plan amounted to €1,502 thousand and €1,326 thousand in fiscal years 2024 and 2023, respectively. The balance of the provision for these plans amounts to €4,179 thousand in 2024 (€4,283 thousand in 2023).
As of 31 December 2024 and 2023, there are no other pension commitments to the Senior Managers.
The members of the Board of Directors and Senior Management of the Group have not received any shares or share options during the fiscal year, nor have they exercised any options or have any options outstanding, nor have they been granted any advances or loans.
In order to avoid situations of conflict of interests with the Parent Company, during the fiscal year, the Administrators who have held positions on the Board of Directors have complied with the obligations set forth in Art. 228 of the revised text of the Spanish Capital Companies Act. Likewise, they themselves
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
and the people related to them have refrained from incurring in the scenarios of conflict of interest set forth in Art. 229 of that law, except in those cases in which the corresponding authorisation has been obtained.
The Group companies have adopted the appropriate measures in environmental matters in order to comply with the current environmental legislation. The Group's strategy takes into consideration the Paris Agreement objectives of limiting global temperature increase to below 2°C and climate neutrality by 2050. The impact of climate change risk has not been considered relevant in the preparation of the consolidated financial statements for 2024 as it does not significantly affect the useful lives of assets and/or asset impairment assessments and no legal or constructive obligations arise for the Group.
The Almirall Group's property, plant and equipment includes certain assets for environmental protection (limitation of fumes, subsoil drainage, etc.) with a carrying value of €14.9 million euros on 31 December 2024 (€13.8 million on 31 December 2023). In addition, investments in the amount of €3.3 million were made during 2024 (€4.1 million in 2023).
The consolidated income statements for fiscal years 2024 and 2023 include expenses related to environmental protection for the amounts of €2.1 million and €1.7 million, respectively.
The Group has made investments for an amount of €891 thousand related to photovoltaic panels intended for the production of electricity for self-consumption in 2024, the carrying value of which amounts to €3,483 thousand as of 31 December 2024 (€2,733 thousand as of 31 December 2023). The profit and loss statement for 2024 includes expenses related to the maintenance of these plates, which amount to €6 thousand (€31 thousand in 2023), and related depreciation expenses that amount to €147 thousand (€90 thousand in 2023); but it does not include any amount for electricity tax expenses in 2024 and 2023.
The Parent Company's Administrators consider that the measures adopted adequately cover all possible needs, and hence there are no environmental risks or contingencies. Accordingly, no subsidies or income related to these activities have been received.
The Group's activities are exposed to various financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's global risk management program contemplates the uncertainty of financial markets, and seeks to minimise the potential adverse effects on its financial profitability.
Financial risk management is controlled by the Group's Treasury Department, which identifies, assesses and hedges for financial risks in accordance with the policies approved by the Board of Directors. The Board provides written policies for overall risk management, as well as for specific areas such as foreign exchange risk, interest rate risk, liquidity risk, use of derivatives and non-derivatives, and investment of surplus liquidity.
As of 31 December 2024, most of the Group's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. As described in Note 18, the main debt instruments are as follows:
The Group is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis; outflows in dollars for the licensing agreements with Athenex, Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Group operates is the US dollar.
Monthly, the Group analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Group has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in dollars.
The Group determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.
On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.
And on the other hand, medium- and long-term liquidity planning and management is based on the Group's Strategic Plan, which covers a five-year time frame.
Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.
The financing instruments include a series of covenants that, in the event of default, could result in a demand for immediate payment of these financial liabilities. The Group periodically assesses fulfilment therewith (as well as expected fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024, all covenants are considered to be fulfilled, as mentioned in Note 18.
The Group manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.
As of 31 December 2024, the forecast for liquidity reserves is as follows:
| (Thousands of Euros) | 2025 | 2026 and following years |
|---|---|---|
| Cash and other cash equivalents (Note 13) | 377,097 | - |
| Credit lines agreed by banks, not used (Note 1) | - | 275,000 |
| Closing Balance | 377,097 | 275,000 |
The table below presents an analysis of the Group's financial liabilities that are settled on a net basis, grouped according to maturity dates for the remaining period, from the balance sheet date to the contractual maturity date. The amounts shown in the table correspond to contractual undiscounted cash flows. Balances payable within 12 months are equal to their carrying amounts, since the effect of the discounting is negligible.
(Thousands of euros)
| (Thousands of Euros) | Less than 1 year |
Between 1 and 2 years |
Between 2 and 5 years |
More than 5 years |
|---|---|---|---|---|
| At 31 December 2024 | ||||
| Loans with credit institutions (Note 18) | 10,675 | 10,675 | 25,065 | - |
| Financial derivatives held for trading (Note 18) | 2,046 | - | - | - |
| Bonds (Note 18) | 6,375 | 304,781 | - | - |
| Lease liabilities (Note 10) | - | - | - | - |
| Trade and other payables (Note 19) | 186,525 | - | - | - |
| Total | 205,621 | 315,456 | 25,065 | - |
| At 31 December 2023 | ||||
| Loans with credit institutions (Note 18) | 10,810 | 10,675 | 31,215 | 4,528 |
| Financial derivatives held for trading (Note 18) | 1,569 | - | - | - |
| Bonds (Note 18) | 6,375 | 6,375 | 304,781 | - |
| Lease liabilities (Note 10) | 6,206 | 6,135 | 14,620 | 16,850 |
| Trade and other payables (Note 19) | 181,354 | - | - | - |
| Total | 206,314 | 23,185 | 350,616 | 21,378 |
The valuation of assets and liabilities measured at fair value must be itemised by levels, according to the following hierarchy determined by IFRS 13:
At 31 December 2024 and 2023, the Group only has assets measured at level 3 fair value, which corresponds to the financial asset with Covis (Notes 12 and 15) and at level 2, which corresponds to the derivative described in Note 18.
The Group manages credit risk through an individual analysis of the items included in accounts receivable. As a preventive measure, credit limits are established for sales to wholesalers, pharmacies and local licensees. In the case of hospital sales, given their minor significance, payment is collected afterwards, once the debt is due.
Amounts considered to be bad debts, once all the pertinent collection procedures have been carried out, are provisioned at 100%. The breakdown by maturity, as well as the amounts provided for at yearend 2024 and 2023 are detailed in Note 15.
The Group does not have a significant credit risk, since it invests cash and arranges derivatives with highly solvent entities.
The Group manages its capital to ensure the continuity of the activities of the Group companies of which it is the Parent Company and, at the same time, to maximise shareholder returns through an optimal balance between debt and equity.
The Group periodically reviews its capital structure in accordance with a five-year strategic plan that sets the guidelines for investment and financing needs.
Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)
The leverage ratios as of 31 December 2024 and 2023 were as follows:
| Thousands of Euros | 31 December 2024 |
31 December 2023 |
|---|---|---|
| Financial debts (Note 18) | 347,366 | 355,819 |
| Retirement benefit obligations (Note 20) | 58,581 | 60,481 |
| Cash and cash equivalents (Note 13) | (377,097) | (387,954) |
| Net debt | 28,850 | 28,346 |
| Equity (Note 16) | 1,488,382 | 1,463,400 |
| Share Capital (Note 16) | 25,616 | 25,127 |
| Leverage Index(1) | 1.9% | 1.9% |
(1) Based on the calculation used by the Group to determine the leverage ratio (excluding the amount of "Other financial liabilities" included in the Note 19 and the lease liabilities included in Note 10).
The Group's operations can be conditioned by economic cycles and international geopolitical conflicts, whether in areas in which it operates directly or in territories that impact other activities (such as the supply chain or clinical trials, for example). However, the pharmaceutical sector is generally considered counter-cyclical, given that chronic and prescription treatments tend to have stable demand and do not benefit (or are not harmed) by favourable macroeconomic scenarios (or recession, in the latter case).
In the year ended 31 December 2024, inflation in the various territories where the Group operates (mainly the European Union and the United States) remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Group's operations in 2024.
Lastly, in the United States, the new policies on access to healthcare implemented by the new administration under the Trump's mandate could have an impact on the evolution of the business in that territory, although the Group's exposure in terms of revenues is not very significant (5.6% of revenues for the 2024 financial year). On the other hand, the strength of the dollar against the euro could favour the contribution of intra-Group business.
The periods for payments to suppliers achieved by the Spanish companies of the Group's scope of consolidation comply with the limits established in Law 15/2010 of 5 July, amending Law 3/2004 on combating late payment in commercial transactions. This Law establishes a payment deadline of 60 days.
The itemisation of payments for commercial transactions made during the year and those pending payment at year-end, in relation to the maximum legal deadlines provided for in Law 15/2010, which is itemised pursuant to the Official State Gazette published on 4 February 2016, is as follows:
| 2024 | 2023 | |
|---|---|---|
| Days | Days | |
| Average period of payment to suppliers | 42 | 43 |
| Ratio of paid transactions | 44 | 44 |
| Ratio of transactions pending payment | 29 | 24 |
| Total payments made | 598,908 | 575,157 |
| Total payments due | 73,126 | 44,485 |
This balance refers to the suppliers of the Spanish companies of the consolidable group, which, by their nature, are trade payables for debts with suppliers of goods and services.
Finally, in accordance with Law 18/2022 of 28 September, the monetary volume and number of invoices paid in a period lower than the maximum established in the regulations on late payment and the
percentage they represent of the total invoices and payments, according to the provisions of the Official State Gazette published on 29 September 2022, are detailed below for the Spanish companies in the Group's consolidation scope:
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| Thousands of Euros |
Number of invoices |
Thousands of Euros |
Number of invoices |
||
| Invoices paid within the deadline* | 489,952 | 30,960 | 387,328 | 17,549 | |
| Total invoices paid | 598,908 | 36,418 | 575,157 | 36,833 | |
| % paid within the deadline* | 81.8% | 85.0% | 67.3% | 47.6% | |
* in accordance with Spanish default regulations
On 31 January 2025, an agreement has been signed corresponding to the divestment of Algidol® and the Sekisan® licence in Spain. As a result, the Group has collected €12 million with certain unconditional future payments pending. As at 31 December 2024 there are no significant assets associated with this transaction.
At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Name | Laboratorios Almirall S.L. |
Laboratorios Tecnobio S.A. |
Industrias Farmacéuticas Almirall S.A. |
Ranke Química S.A. |
Almirall Holding Iberia S.L. (1) |
Almirall, NV | Almirall - Productos Farmacêuticos. Lda. |
| Address | Spain | Spain | Spain | Spain | Spain | Belgium | Portugal |
| Activity | Intermediation services |
Inactive | Manufacturing of specialities |
Manufacture of raw materials |
Holding | Pharmaceutical laboratory |
Pharmaceutical laboratory |
| 31 December 2024 | |||||||
| Fraction of capital held: | |||||||
| - Directly |
100% | 100% | 100% | 100% | 100% | 0.01% | - |
| - Indirectly |
- | - | - | - | - | 99.99% | 100% |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | 120 | 61 | 1,200 | 1,200 | 52,602 | 1,203 | 1,500 |
| Reserves | 1,138 | 318 | 43,269 | 21,442 | (22,495) | 2,569 | 2,914 |
| Net profit/(loss) for the year | 714 | 29 | 4,643 | 1,471 | 73,163 | 172 | 294 |
| 31 December 2023 | |||||||
| Fraction of capital held: | |||||||
| - Directly |
100% | 100% | 100% | 100% | 100% | 0.01% | - |
| - Indirectly |
- | - | - | - | - | 99.99% | 100% |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | 120 | 61 | 1,200 | 1,200 | 52,602 | 1,203 | 1,500 |
| Reserves | 8,458 | 1,274 | 58,557 | 21,308 | 17,615 | 2,437 | 2,769 |
| Net profit/(loss) for the year | 680 | 44 | 3,661 | 1,128 | (110) | 132 | 145 |
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Name | Almirall, BV | Almirall Europa Derma S.L. |
Almirall Limited | Almirall, S.A.S. | Almirall SP. Z.O.O. |
Almirall GmbH | Almirall, AG |
| Address | Netherlands | Spain | United Kingdom |
France | Poland | Austria | Switzerland |
| Activity | Pharmaceutical laboratory |
Inactive | Pharmaceutical laboratory |
Pharmaceutical laboratory |
Intermediation services |
Intermediation services |
Pharmaceutical laboratory |
| 31 December 2024 | |||||||
| Fraction of capital held: | |||||||
| - Directly |
- | - | - | - | - | 100% | 100% |
| - Indirectly |
100% | 100% | 100% | 100% | 100% | - | - |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | 4,000 | 61 | 571 | 12,527 | 12 | 36 | 901 |
| Reserves | 3,986 | 176 | 13,812 | 7,205 | 1,646 | 1,845 | 6,857 |
| Net profit/(loss) for the year | 332 | 5 | 865 | 1,721 | 55 | 430 | 1,113 |
| 31 December 2023 | |||||||
| Fraction of capital held: | |||||||
| - Directly |
- | - | - | - | - | 100% | 100% |
| - Indirectly |
100% | 100% | 100% | 100% | 100% | - | - |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | 4,000 | 61 | 500 | 12,527 | 51 | 36 | 1,000 |
| Reserves | 3,143 | 171 | 10,889 | 23,613 | 6,834 | 2,632 | 5,563 |
| Net profit/(loss) for the year | 499 | 5 | 583 | 2,625 | 45 | 384 | 744 |
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Almirall SpA | Almirall Hermal GmbH |
Almirall Aps | Almirall Inc | Subgroup (2) Almirall LLC |
Poli Group Holding S.R.L. |
Polichem, S.A. | Polichem S.R.L. |
| Address | Italy | Germany | Denmark | United States | United States | Italy | Luxembourg Switzerland/China |
Italy |
| Activity | Pharmaceutical laboratory |
Pharmaceutical laboratory |
Pharmaceutical laboratory |
Holding | Pharmaceutical laboratory |
Holding | Pharmaceutical laboratory |
Pharmaceutical laboratory |
| 31 December 2024 | ||||||||
| Fraction of capital held: | ||||||||
| - Directly |
- | 100% | 100% | 100% | - | 100% | - | 0.4% |
| - Indirectly |
100% | - | - | - | 100% | - | 100% | 99.6% |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation | Full consolidation |
| Capital | 8,640 | 25 | 17 | - | - | 31 | 1,447 | 540 |
| Reserves | 6,398 | 32,893 | 3,438 | 273,387 | 291,806 | 6,682 | 23,153 | 779 |
| Net profit/(loss) for the year | 4,504 | 34,662 | 248 | (34,410) | (41,122) | 238,637 | 36,375 | 1,991 |
| 31 December 2023 | ||||||||
| Fraction of capital held: | ||||||||
| - Directly |
- | 100% | 100% | 100% | - | 100% | - | 0.4% |
| - Indirectly |
100% | - | - | - | 100% | - | 100% | 99.6% |
| % voting rights | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation | Full consolidation |
| Capital | 8,640 | 25 | 125 | - | - | 31 | 1,447 | 540 |
| Reserves | 57,257 | 43,812 | 23,826 | 374,412 | 391,351 | 46,713 | 205,048 | 7,435 |
| Net profit/(loss) for the year | 4,159 | 32,369 | 229 | (106,577) | (105,652) | (31) | 33,819 | 1,344 |
(2) Includes Aqua Pharmaceutical Holdings Inc. and Almirall LLC holding companies
| Thousands of Euros | ||||
|---|---|---|---|---|
| Name | Almirall S.r.o. | Almirall S.r.o | Almirall AS | Almirall AS |
| Address | Czech Republic |
Slovak Republic |
Norway | Sweden |
| Activity | Intermediation services |
Intermediation services |
Intermediation services |
Intermediation services |
| 31 December 2024 | ||||
| Fraction of capital held: | ||||
| - Directly |
- | 100% | 100% | 100% |
| - Indirectly |
100% | - | - | - |
| % voting rights | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | - | 5 | 27 | 2 |
| Reserves | 536 | 573 | 473 | 518 |
| Net profit/(loss) for the year | 40 | 24 | 22 | 25 |
| 31 December 2023 | ||||
| Fraction of capital held: | ||||
| - Directly |
- | 100% | 100% | 100% |
| - Indirectly |
100% | 0% | 0% | 0% |
| % voting rights | 100% | 100% | 100% | 100% |
| Consolidation method | Full consolidation |
Full consolidation |
Full consolidation |
Full consolidation |
| Capital | 10 | 5 | 300 | 25 |
| Reserves | 12,600 | 556 | 5,424 | 5,700 |
| Net profit/(loss) for the year | 38 | 17 | 16 | 30 |

Consolidated management report (Year ended 31 December 2024)
(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails)
| 1. | Summary of the year: main milestones | 3 |
|---|---|---|
| 2. | Corporate Development | 4 |
| 3. | Evolution of the main figures of the consolidated income statement | 4 |
| 4. | Consolidated balance sheet. Financial position |
5 |
| 5. | Risk factors |
5 |
| 6. | Financial risk management and use of hedging instruments |
5 |
| 7. | Trends for the year 2025 | 6 |
| 8. | Annual Corporate Governance Report | 6 |
| 9. | Management Bodies, Board |
6 |
| 10. | Capital structure. Significant shareholdings |
8 |
| 11. | Treasury shares | 8 |
| 12. | Private agreements among shareholders and restrictions on transferability and voting |
8 |
| 13. | Significant agreements |
9 |
| 14. | Subsequent events |
9 |
| 15. | Annual remuneration report |
9 |
| 16. | Sustainability information |
9 |

The financial year ending 31 December 2024 was characterised by an increase in net turnover, mainly due to the performance of the Group's dermatology portfolio in Europe. Growth is mainly being led by products marketed under the brand names Ilumetri (for treating moderate to severe plaque psoriasis), Wynzora (for treating mild to moderate psoriasis) and Ebglyss (launched in December 2023 in Germany and for treating moderate to severe atopic dermatitis). Additional launches of Ebglyss in new territories are expected throughout 2025. The Spanish market is also growing thanks to the dermatology portfolio, Almax and the products acquired throughout 2023 (Physiorelax in February and Prometax in August), which offset the erosion in sales of products marketed under the Efficib and Tesavel brands, affected by the competition from generics since August 2022.
From the macroeconomic and geopolitical point of view, inflation in the various territories where the Group operates (mainly the European Union and the United States) remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Group's operations in 2024.
In the specific case of Spain, the Pharmaceutical Industry's Strategy for the 2024-2028 period has been approved, which seeks to integrate innovation, production and access to medicines, taking into account sustainability and control of health spending. This strategy recognises that the pharmaceutical sector is crucial to people's health and quality of life, as well as to the global economy. Drawn up by an inter-ministerial group and the main employers' organisations of the sector in Spain, it focuses on three key aspects: equitable access to medicines, sustainability of the National Health System (NHS) and the promotion of innovation and competitiveness of the industry. It is part of Spain's Recovery, Transformation and Resilience Plan and contributes to the European Pharmaceutical Strategy. At the end of 2024, the concrete impacts that may result from this strategy are unknown.
From the point of view of R&D activities, there has been no relevant regulatory event, although two development agreements have been signed (with Novo Nordisk and Eloxx Pharmaceuticals), as explained in the following sections.
The dividend proposed by the Board of Directors on 16 February 2024 was approved at the General Meeting of Shareholders held on 10 May 2024. The payment of the dividend has been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Parent Company shares or the cash amount equivalent to the dividend. The cash payment was chosen by 8.5% of the rights holders (which entailed a disbursement of 3.3 million euros), while the remaining 91.5% opted to receive new shares at the unit par value, which were issued as a capital increase. On 12 June 2024, a total of 4,074,994 new shares of the Parent Company from this flexible dividend were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges.
From a liquidity standpoint, the Group ended the year with a cash position that amounted to €377.1 million (€388.0 million at 31 December 2023). This evolution is explained by:

During FY 2024, the corporate development agreements concluded and the significant events that occurred were as follows:

The main changes in the Consolidated Balance Sheet as at 31 December 2024 compared to the end of FY 2023 are described below:
Noteworthy risk factors that may affect the achievement of business targets are as follows:
In addition, in the Consolidated Non-Financial Information Statement and Sustainability Information of Almirall S.A and its subsidiaries for the fiscal year 2024, the Group's risk management system is explained (section 2.1.4).
As of 31 December 2024, most of the Group's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. As described in Note 18, the main debt instruments are as follows:

The Group is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis; outflows in dollars for the licensing agreements with Athenex, Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Group operates is the US dollar.
Monthly, the Group analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Group has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in dollars.
The Group determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.
On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.
And on the other hand, medium- and long-term liquidity planning and management is based on the Group's Strategic Plan, which covers a five-year time frame.
Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.
The financing instruments include a series of covenants that, in the event of default, could result in a demand for immediate payment of these financial liabilities. The Group periodically assesses fulfilment therewith (as well as expected fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024, all covenants are considered to be fulfilled, as mentioned in Note 18.
The Group manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.
2025 will be a significant year for Ebglyss, consolidating growth in the territories where it has already launched and paying special attention on the new territories where it will launch in 2025. As for the rest of the dermatology portfolio, growth is expected to continue with the leadership of Ilumetri, Wynzora and Klisyri.
In terms of R&D activities, the focus will be on products that are in the early development stages, linked to agreements with Evotec, Ichnos, Simcere, Etherna, Novo Nordisk and Eloxx.
Finally, the Group's Management continues to focus on opportunistic acquisition transactions that fit with the Group's business strategy, while always maintaining a prudent financial approach.
The Annual Corporate Governance Report is attached as Annex II to this document.
Directors are appointed (i) at the proposal of the Appointments and Remuneration Committee, in the case of independent directors, and (ii) after a report from the Appointments and Remuneration Committee, in the case of other directors, by the General Shareholders' Meeting or by the Board of Directors in accordance with the provisions of the Spanish Capital Companies Act.

When a new director is appointed, they must follow the orientation programme for new directors established by the Parent Company, so that they can quickly acquire sufficient knowledge of the Parent Company and of its rules for corporate governance.
When designating external directors, the Board of Directors endeavours to ensure that candidates are chosen who have recognised solvency, competence and experience, given that great care must be taken when filling the posts of independent director provided for in Art. 6 of the Board Regulations.
Directors affected by proposals for re-election will abstain from taking part in deliberations and from voting on such proposals.
Directors hold office for the term stipulated by the General Shareholders' Meeting, which must be the same for all of them and may not exceed four years. At the end of this term, they may be re-elected one or more times for periods of the same maximum duration.
Directors will leave office when the term for which they were appointed has elapsed or when so decided by the General Shareholders' Meeting in the exercise of the powers conferred upon it by law or by the Company's Articles of Association. In any case, the appointment of directors will end when the term has expired and the next General Meeting has been held or when the legal deadline for holding the meeting that must pass a resolution approving the previous year's accounts has elapsed.
The Board of Directors may only propose the dismissal of an independent director before expiry of the term established in the Articles of Association when there is just cause, as determined by the Board following a report from the Appointments and Remuneration Committee. In particular, just cause will be deemed to exist when the director has failed to comply with the duties inherent in their position or has incurred in any of the circumstances that prevent them from holding office as described in the definition of independent director established in the good corporate governance recommendations currently in force.
Directors affected by proposals for dismissal will abstain from taking part in the deliberations and voting on such proposals.
Directors must submit their resignation to the Board of Directors and, if the Board deems it appropriate, officially resign their post in the following cases:
In the event that, due to resignation or for any other reason, a director leaves their post before the end of their term of office, they must explain the reasons in a letter to be sent to all the members of the Board.
The amendment of the Articles of Association is the responsibility of the General Shareholders' Meeting and is governed by Art. 160 of the Spanish Capital Companies Act and other concordant provisions, and there are no relevant specifications in this regard in the Articles of Association or the Regulations of the General Shareholders' Meeting.
All the powers corresponding to the Board of Directors are permanently delegated in favour of the Chief Executive Officer of Almirall S.A. (Parent Company of the Group), according to a deed authorised on 11 May 2023 by the Notary Public of Barcelona, Mr. Enrique Viola Tarragona, acting in replacement of and for the notarial records of his colleague of the same city, Ms. Blanca Pardo García.

The Parent Company's share capital as at 31 December 2024 is represented by 213,468,718 shares with a par value of €0.12, fully subscribed and paid up (209,393,724 shares as at 31 December 2023).
The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Parent Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) as of 31 December 2024 and 2023, are as follows:
| Name or company name of the direct holder of | % Interest | % Interest |
|---|---|---|
| the interest | 31/12/2024 | 31/12/2023 |
| Grupo Plafin, S.A. | 44.5% | 44.5% |
| Grupo Corporativo Landon, S.L. | 15.6% | 15.6% |
| Norbel Inversiones | 5.1% | 5.1% |
| Wellington Management | - | 5.0% |
| Total | 65.2% | 70.2% |
As of 31 December 2024 and 2023, the Parent Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Parent Company, which, although less than the established percentage, would enable the exercise of significant influence over the Parent Company.
The Parent Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Parent Company holds treasury shares representing 0.10% of the share capital (0.09% at 31 December 2023) and an overall nominal value of €24.5 thousand (€23.0 thousand at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares was €8.4 per share. The treasury shares held by the Parent Company are intended to be traded on the market.
There is a private agreement among shareholders, which has been duly notified to the CNMV, and the full text thereof can be consulted on the website www.almirall.com. It was concluded by Mr. Antonio Gallardo Ballart and Mr. Jorge Gallardo Ballart, and it regulates the concerted action of its signatories in Almirall, S.A. and the exercise of the voting rights that indirectly have in the Parent Company through the company Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. (formerly Todasa, S.A.U.).
There are no restrictions set out in the Articles of Association on the free transferability of the Company's shares, nor are there any statutory or regulatory restrictions set out in the Articles of Association or in other regulations on voting rights.

There are no significant agreements, either in relation to changes of control of the Parent Company or between the Parent Company and its Directors and Management or Employees, regarding compensation for resignation (except those described in the Annual Remuneration Report), dismissal or takeover bids (except those described in the Annual Report on Directors' Remuneration and the Corporate Governance Report).
On 31 January 2025, an agreement has been signed corresponding to the divestment of Algidol® and the Sekisan® licence in Spain. As a result, the Group has collected €12 million, with certain unconditional future collections pending. As at 31 December 2024 there are no significant assets associated with this transaction.
At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.
The Annual remuneration report is attached as Annex III to this document.
The Consolidated Non-Financial Information Statement and Sustainability Information of Almirall S.A and its subsidiaries for the fiscal year 2024 is attached in Annex I of this document.


Limited Assurance Report Issued by an Assurance Provider on the Consolidated Statement of Non-Financial Information (NFIS) and Sustainability Information
31/12/2024
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Bercelona)
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the Shareholders of Almirall, S.A.
Pursuant to article 49 of the Spanish Code of Commerce, we have performed a limited assurance review of the Consolidated Statement of Non-Financial Information (hereinafter NFIS) of Almirall, S.A. (hereinafter the Entity) and its subsidiaries (hereinafter the Group) for the year ended 31 December 2024, which forms part of the consolidated Directors' Report of the Group.
The content of the NFIS includes additional information to that required by prevailing mercantile legislation concerning non-financial information, specifically including the sustainability information prepared by the Group for the year ended 31 December 2024 (hereinafter the sustainability information) in accordance with Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting directive (CSRD). This sustainability information has also been subject to limited assurance review.
Based on the procedures conducted and the evidence we have obtained, no issues have come to our attention that would lead us to believe that:

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
We have performed our limited assurance engagement in accordance with generally accepted professional standards applicable in Spain and specifically with the guidelines contained in the Revised Guidelines 47 and 56 issued by the Spanish Institute of Registered Auditors on assurance engagements on non-financial information and considering the content of the note published by the ICAC on 18 December 2024 (hereinafter generally accepted professional standards).
The procedures applied in a limited assurance engagement are less extensive compared to those required in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is lower than the level of assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities under those standards are described in more detail in the Responsibilities of the assurance provider section of our report.
We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including international independence standards) of the International Ethics Standards Board for Accountants (IESBA Code of Ethics), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
Our firm applies International Standard on Quality Management 1 (ISQM 1), which requires a quality management system to be designed, implemented and operated that includes policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
The preparation of the NFIS included in the consolidated directors' report of the Group, and the content thereof, is the responsibility of the Directors of Almirall, S.A. The NFIS has been prepared in accordance with prevailing mercantile legislation and the selected ESRS and other criteria described in accordance with each subject matter in "6.4 Index of contents required by Law 11/2018 of 28 December 2018" of the aforementioned statement.
This responsibility also encompasses the design, implementation and maintenance of internal control deemed necessary to ensure that the NFIS is free from material misstatement, whether due to fraud or error.
The Directors of Almirall, S.A. are also responsible for defining, implementing, adapting and maintaining the management systems from which the information required to prepare the NFIS was obtained.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
In relation to sustainability information, the entity's Directors are responsible for developing and implementing a process to identify the information to be included in sustainability information in accordance with the CSRD, the ESRS and article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 and for disclosing information about this process in the sustainability disclosures themselves in subsections "4.2. European Taxonomy" and "7.2. Tables of indicators of economic activities that comply with EU taxonomy". This responsibility includes:
The Directors are also responsible for the preparation of sustainability information, including the information identified by the process, in accordance with the sustainability information framework applied, including compliance with the CSRD, compliance with the ESRS and compliance with the disclosure requirements included in subsections "4.2. European Taxonomy" and "7.2. Tables of indicators of economic activities that comply with EU taxonomy" of the environmental section of the sustainability information with article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.
This responsibility includes:
In accordance with the ESRS, the entity's Directors are required to prepare prospective information based on assumptions, which are to be included in the sustainability information, about events that may occur in the future, as well as possible future actions, if any, that the Group may take. The actual outcome may differ significantly from the estimate, as it refers to the future and future events often do not occur as expected.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
In determining sustainability disclosures, an entity's management interprets legal and other terms that are not clearly defined and may be interpreted differently by other people, including the legal conformity of such interpretations, and are therefore subject to uncertainty.
Our objectives are to plan and perform the assurance engagement in order to obtain limited assurance about whether the NFIS and sustainability information are free from material misstatement, whether due to fraud or error, and to issue a limited assurance report containing our conclusions thereon. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of this information.
As part of a limited assurance engagement, we apply our professional judgement and maintain an attitude of professional scepticism throughout the engagement. We also:

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
A limited assurance engagement includes performing procedures to obtain evidence to support our conclusions. The nature, timing and extent of the procedures selected depend on professional judgement, including an identification of the disclosures in which material misstatements, whether due to fraud or error, are likely to arise in the NFIS and sustainability information.
Our work has consisted of making inquiries of management, as well as of the different units and components of the Group that have participated in the preparation of the NFIS and sustainability information, reviewing the processes for compiling and validating the information presented in the NFIS and sustainability information and applying certain analytical procedures and sample review tests, which are described below:
In relation to the NFIS assurance review process:
In relation to the assurance on sustainability information process:

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
Entity management is responsible for the other information. The other information comprises the consolidated annual accounts and other information included in the consolidated Directors' Report, but does not include either the auditor's report on the consolidated annual accounts or the assurance reports issued by accredited independent third parties required by EU law on specific disclosures contained in the sustainability information and accompanying the consolidated Directors' Report.
Our assurance report does not cover the other information and we do not express any assurance conclusions about it.

7 (Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
In connection with our assurance engagement on the sustainability information, our responsibility consists of reading the other information identified above and, in doing so, consider whether there is a material inconsistency between the other information and the sustainability information or the knowledge we have obtained during the assurance engagement that could be indicative of material misstatements in the sustainability information.
KPMG Auditores, S.L. (Signed on original in Spanish)
Patricia Reverter Guillot 21 February 2025

Consolidated Statement of Non-Financial Information and Sustainability Information of Almirall S.A. and Subsidiaries for 2024

| 1. | Introduction to the company _________ 6 | |
|---|---|---|
| 2. | Governance _______________ 7 | |
| 2.1. | Corporate Governance___________ 7 | |
| 2.1.1. Board of Directors ____________ 7 |
||
| 2.1.2. Board Committees ____________ 7 |
||
| 2.1.3. Corporate Committees________ 10 |
||
| 2.1.4. Risk management ___________ 12 |
||
| 2.2. | Business Conduct _____________ 13 | |
| 2.2.1. Organizational structure of business conduct at Almirall______ 14 |
||
| 2.2.2. Impact, risk and opportunity management___________ 14 |
||
| 2.2.3. Business conduct policies ___________ 15 |
||
| 2.2.4. Prevention and detection of corruption or bribery _____ 20 |
||
| 2.2.5. Cybersecurity and Information Security Management________ 21 |
||
| 2.2.6. Artificial Intelligence Management ___________ 22 |
||
| 2.3. | Sustainable supply chain ________ 23 | |
| 2.3.1. Supply chain management approach ________ 23 |
||
| 2.3.2. Sustainable supply chain policies and processes _____ 24 |
||
| 2.3.3. Levers and tools for sustainable supply chain management_________ 26 |
||
| 2.3.4. Memberships and external recognitions ______ 28 |
||
| 2.3.5. Sustainable Supply Chain goals and targets_________ 29 |
||
| 2.4. | Responsible taxation ___________ 29 | |
| 2.4.1. Almirall's tax policy___________ 29 |
||
| 2.4.2. Country-by-Country (CbC) Tax Information__________ 30 |
||
| 2.4.3. Tax contribution _____________ 31 |
||
| 2.4.4. Pre-tax net profit by country__________ 31 |
||
| 3. | Sustainability Management and Double Materiality ________ 32 | |
| 3.1. | Sustainability governance _____________ 32 | |
| 3.1.1. Context______________ 32 |
||
| 3.1.2. Sustainability Policy __________ 33 |
||
| 3.1.3. Sustainability Strategy ________ 33 |
||
| 3.1.4. Sustainability and ESG goals; initiatives and projects________ 35 |
||
| 3.1.5. Sustainability assessments and ratings_______ 39 |
||
| 3.1.6. Other ratings: CDP Disclosure________ 39 |
||
| 3.1.7. Stakeholder relations _________ 40 |
||
| 3.1.8. Specific sustainable financing ________ 41 |
||
| 3.2. | Double materiality assessment _________ 42 | |
| 3.2.1. Introduction __________ 42 |
||
| 3.2.2. Double materiality ___________ 42 |
||
| 3.2.3. Assessment process _________ 44 |
||
| 3.2.4. Analysis of the value chain __________ 45 |
In the event of discrepancy, the Spanish language version prevails.
| 3.2.5. | Stakeholder identification____________ 45 | |
|---|---|---|
| 3.2.6. | Identification of IROs _________ 47 | |
| 3.2.7. | Assessment methodology ___________ 47 | |
| 3.2.8. | Assessment of IROs _________ 48 | |
| 3.2.9. | Assessment of double materiality ___________ 48 | |
| 3.2.10. | Results____________ 49 | |
| 3.2.11. | Previous year's results ___________ 51 | |
| 4. | Environment ______________ 51 | |
| 4.1. | Environmental management ___________ 51 | |
| 4.1.1. | Occupational Health, Safety and Environment Policy ________ 51 | |
| 4.1.2. | Almirall's integrated management system ___________ 52 | |
| 4.1.3. | Due Diligence Processes and Procedures __________ 53 | |
| 4.2. | European Taxonomy ___________ 54 | |
| 4.2.1. | Adoption of the European Taxonomy ________ 55 | |
| 4.2.2. | Calculation of KPIs___________ 56 | |
| 4.3. | Climate Change _________ 58 | |
| 4.3.1. | Governance __________ 58 | |
| 4.3.2. | Impact, Risk and Opportunity Management _________ 58 | |
| 4.3.3. | Transition plan to mitigate the impact of climate change______ 60 | |
| 4.3.4. | Policies related to climate change mitigation and adaptation ________ 61 | |
| 4.3.5. | Actions and resources in relation to climate change policies and Targets related to climate change mitigation and adaptation _____________ 62 |
|
| 4.3.6. | Energy ______________ 64 | |
| 4.3.7. | Scope 1, 2 and 3 emissions__________ 66 | |
| 4.3.8. | GHG removal and mitigation projects financed through carbon credits ______ 68 | |
| 4.3.9. | Internal carbon pricing ________ 70 | |
| 4.4. | Pollution _______________ 70 | |
| 4.4.1. | Impact, Risk and Opportunity Management _________ 70 | |
| 4.4.2. | Policies related to pollution __________ 70 | |
| 4.4.3. | Actions, targets and resources related to pollution __________ 71 | |
| 4.4.4. | Air pollution __________ 72 | |
| 4.4.5. | Water pollution ______________ 73 | |
| 4.4.6. | Pollution of soil______________ 74 | |
| 4.5. | Water ___________ 74 | |
| 4.5.1. | Impact, Risk and Opportunity Management _________ 74 | |
| 4.5.2. | Policies related to water consumption ________ 75 | |
| 4.5.3. | Actions, targets and resources in relation to water consumption _____ 75 | |
| 4.5.4. | Water consumption __________ 76 | |
| 4.6. | Biodiversity and ecosystems ___________ 77 | |
| 4.6.1. | Impact, Risk and Opportunity Management _________ 77 | |
| 4.6.2. | Policies related to biodiversity and ecosystems ______ 78 | |
| 4.6.3. | Biodiversity actions, targets, resources and metrics _________ 78 | |
| 4.6.4. | Biodiversity___________ 78 |
| In the event of discrepancy, the Spanish language version prevails. | ||
|---|---|---|
| 4.7. | Resource use and circular economy ___________ 78 | |
| 4.7.1. | Impact, Risk and Opportunity Management _________ 78 | |
| 4.7.2. | Policies related to resource use and circular economy _______ 79 | |
| 4.7.3. | Actions, targets and resources related to resource use and circular economy_______ 79 | |
| Initiatives to improve the sustainability of packaging __________ 80 | ||
| 4.7.4. | Waste management__________ 81 | |
| 4.7.5. | Consumption of starting materials ___________ 82 | |
| 5. | Social _____________ 82 | |
| 5.1. | The Almirall Culture ____________ 82 | |
| 5.2. | Own Workforce__________ 86 | |
| 5.2.1. | Impact, Risk and Opportunity Management _________ 86 | |
| 5.2.2. | Policies related to own workforce ___________ 88 | |
| 5.2.3. | Processes for engaging with own workers and workers' representatives, collective bargaining and social dialogue _______________ 93 |
|
| 5.2.4. | Processes to remediate negative impacts and channels for own workers to raise concerns __ 94 | |
| 5.2.5. | Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions ____ 95 |
|
| 5.2.6. | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities____________ 96 |
|
| 5.2.7. | Workforce profile ____________ 96 | |
| 5.2.8. | Employee satisfaction and engagement (turnover and absenteeism rates) ___ 98 | |
| 5.2.9. | Non-employees _____________ 99 | |
| 5.2.10. | Diversity and inclusion___________ 100 | |
| 5.2.11. | Adequate wages _________ 102 | |
| 5.2.12. | Social protection _________ 103 | |
| 5.2.13. | Talent development and training _________ 104 | |
| 5.2.14. | Safety, health and wellbeing ____________ 109 | |
| 5.2.15. | Work-life balance_________ 113 | |
| 5.2.16. | Pay Equity Criteria and Pay Gap at Almirall ______ 115 | |
| 5.2.17. | Human Rights Incidents and Complaints ________ 117 | |
| 5.3. | Workers in the value chain____________ 117 | |
| 5.3.1. | Impact, Risk and Opportunity Management ________ 118 | |
| 5.3.2. | Policies and commitments related to value chain workers _________ 118 | |
| 5.3.3. | Procedures, actions and resources in relation to workers in the value chain _______ 119 | |
| 5.3.4. | Goals and targets in relation to workers in the value chain _________ 119 | |
| 5.4. | End consumers: Patients _____________ 119 | |
| 5.4.1. | Impact, Risk and Opportunity Management ________ 121 | |
| 5.4.2. | Policies and commitments to patients _______ 122 | |
| 5.4.3. | Patient health and safety ___________ 125 | |
| 5.4.4. | Communication Channels with Patients and End Consumers ______ 126 | |
| 5.4.5. | Taking effective actions and approaches to mitigate risks and seize opportunities related to Patients and End-Users _____________ 128 |
|
| 5.4.6. | Commitments to the community ___________ 128 | |
| 5.4.7. | Main patient-related goals and targets ______ 134 | |
In the event of discrepancy, the Spanish language version prevails.
| 6. | ABOUT THIS REPORT __________ 134 | ||
|---|---|---|---|
| 6.1. | Scope of the report____________ 134 | ||
| 6.2. | Principles of preparation _____________ 135 | ||
| 6.3. | List of ESRS requirements included in the report ______ 135 | ||
| 6.4. | Index of contents required by Law 11/2018 of 28 December _________ 139 | ||
| 6.5. | Requirements not included at the date of publication of this report_____ 142 | ||
| 7. | APPENDICES____________ 147 | ||
| 7.1. | Other social indicators _________ 147 | ||
| 7.1.1. | Breakdown of employees___________ 147 | ||
| 7.1.2. | Layoffs _____________ 148 | ||
| 7.1.3. | Remuneration _____________ 148 | ||
| 7.2. | Tables of indicators of economic activities that comply with EU taxonomy _____ 150 | ||
| 7.2.1. | Turnover____________ 150 | ||
| 7.2.2. | Capex______________ 152 | ||
| 7.2.3. | Opex_______________ 154 | ||
Almirall is a leading skin-health focused global pharmaceutical company that partners with healthcare professionals, applying science to provide medical solutions to patients and future generations. Founded 80 years ago and with headquarters in Barcelona, Almirall is listed on the Spanish Stock Exchange (ticker: ALM).
Almirall has become a key element of value creation for society, thanks to our commitment to our main shareholders and our decision to help patients by understanding the problems and challenges they face and using science to offer solutions applicable to real life. In 2019, Almirall defined its Purpose: "Transform the patients' world by helping them to make their hopes and dreams for a healthy life come true", which reflects our raison d'être as well as our essence today and for future generations. This Purpose conveys the goal of improving our patients' lives by focusing on their well-being. It is Almirall's legacy, the mark we will leave for future generations and our contribution to society.
Almirall's values are the basis upon which an organization is built, in which workers feel empowered as key players in the evolution of the company. These values drive the Almirall team and inspire us to work diligently day after day, leverage our knowledge and skills, to find effective solutions and improve patients' quality of life.
Almirall has refocused its strategy in skin health to better address unmet patient needs. We invest in innovation and substantially differentiated dermatology products to provide real solutions that improve patients' lives. We offer a wide range of medical solutions aimed at fighting skin diseases, helping people to improve their health.
With decades of investment in cutting-edge science and innovation behind us, at Almirall we're committed to continuing to develop our capabilities into the future. A collaborative mindset enables us to work closely with leading experts around the world to innovate and develop new technologies. Located in Barcelona, the hub for biomedical science and health innovation, Almirall's pharmaceutical R&D center is dedicated exclusively to skin health. Here, the team of leading scientists and experts in innovation are advancing their knowledge of skin science and identifying new skin treatment options by means of a variety of technologies.
Almirall generates its revenues mainly through its skin health product lines, offering a wide range of medical solutions to combat skin diseases. Our product portfolio is also complemented by therapeutic divisions that are divided into: central nervous, cardiovascular, gastrointestinal and musculoskeletal systems. Although Almirall generates income through the production of chemical products, this is minor, as the bulk of chemical production is for use in our in-house pharmaceutical production (more detail on this can be found at 4.2 "European Taxonomy"). Set out below is a breakdown of the Group's net revenue by geography and therapeutic area, as also presented in the Group's Annual Accounts for the financial year ended 31 December 2024:
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Spain | 305,232 | 296,916 | |
| Europe and Middle East | 576,012 | 491,567 | |
| America, Asia and Africa | 104,477 | 106,033 | |
| Net turnover | 985,721 | 894,516 |
| Thousands of Euros | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Dermatology and others | 548,025 | 465,248 | |
| Gastrointestinal and metabolism | 98,179 | 110,735 | |
| Respiratory | 92,718 | 86,809 | |
| Cardiovascular | 89,422 | 86,130 | |
| Central nervous system | 82,441 | 74,800 | |
| Musculoskeletal | 39,826 | 31,809 | |
| Other therapeutic specialties | 35,110 | 38,985 | |
| Net turnover | 985,721 | 894,516 |
Finally, pursuant to the requirements of the CSRD (Corporate Sustainability Reporting Directive) on Sustainable Business Model disclosures (SBM-1), Almirall is not involved in the production or marketing of controversial weapons, the cultivation and production of tobacco, in the fossil fuel sector (coal, oil and gas) nor does it offer products or services that are prohibited in certain markets, therefore, it does not generate revenues deriving from these activities.
Corporate governance at Almirall is guided by the Group's Purpose (see section 5.1 "The Almirall Culture" for further details), which reflects the raison d'être and permanent essence of the company. The aim is to ensure that the management model and the decisions taken by the Board of Directors and its committees uphold the long-term interests of the different stakeholders and guarantee the company's sustainability.
The critical elements are a model based on the law and governance best practice, transparency, shareholder protection and clear accountability.
The Purpose and the company's corporate values are guaranteed not only through the systems established to comply with existing laws and regulations (as well as the governance best practice) applicable to Almirall but also by leading with levels of transparency that allow us to gain the trust of patients and healthcare professionals, as well as other stakeholders such as, for example, employees, shareholders, investors, regulatory authorities, the sector as a whole and the media, etc.
The internal corporate standards (corporate policies and their standard operating procedures) also determine the regulation of Almirall's essential corporate governance guidelines, which are periodically reviewed and updated to adapt to regulatory changes and best practices. In this regard, new corporate policies have been approved for 2024 and are available on the company's intranet as well as on the Group's corporate website: https://www.almirall.es/politicas-corporativas.
The Board of Directors carries out its duties with unity of purpose and independence, treating Almirall's shareholders equally and always guided by the interests of the company, with an absolute commitment to maintaining and protecting its value. It also oversees full compliance with laws and regulations, as well as compliance in good faith with its obligations and contracts, fully respecting the good practices of the sectors and territories where Almirall operates, and always complying with the principles of sustainability and social responsibility that the company has voluntarily integrated into its strategic objectives.
As at 31 December 2024, the Board of Directors comprises ten directors: one Executive Director, eight Independent Directors and one Proprietary Director, in addition to the non-director Secretary and the nondirector Vice-Secretary.
The Directors are: Carlos Gallardo Piqué (Chairman and Chief Executive Officer), Enrique de Leyva Pérez (Vice-Chair, Coordinating Director and Independent Director), Karin Louise Dorrepaal (Independent Director), Seth J. Orlow (Independent Director), Alexandra B. Kimball (Independent Director), Eva-Lotta Allan (known as Eva-Lotta Coulter) (Independent Director), Ruud Dobber (Independent Director), Ugo di Francesco (Independent Director), Eva Abans Iglesias (Independent Director) and Antonio Gallardo Torrededía (Proprietary Director). Of the total number of Directors, 80% are Independent Directors and 40% are women.
The non-director Secretary is Daniel Ripley and the non-director Vice-Secretary is Isabel Cristina Gomes.
During the 2024 financial year, Tom McKillop resigned as an External Director and consequently as Vice-Chair of the Board of Directors and member of the Appointments and Remuneration Committee. Ugo di Francesco and Eva Abans Iglesias were also appointed as Independent Directors.
Information concerning the experience of all Board members is also available on the company's corporate website (https://www.almirall.es/consejo-administracion).
There are four Committees of the Board of Directors: the Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee and the Governance Committee. Each of them operates with clear and defined roles, and their activity is regularly reviewed to ensure that the proposed objectives are achieved.
The committees meet quarterly and report their activities to the Board of Directors at each meeting.
The Audit Committee is responsible for reviewing the company's regularly published financial and non-financial information, ensuring compliance with all legal requirements and the correct application of current accounting standards. It also supervises the internal audit system, internal control systems and activities related to risk control and management, in addition to constant interaction with the external auditors.
The Audit Committee also assumes the functions related to oversight of all matters relating to sustainability and ESG, ethics and compliance, information security and cybersecurity.
Almirall implements both an internal audit function and an annual external audit process to ensure the integrity and accuracy of all the information it publishes. Similarly, an important function of the Committee is management of the company's risks, which it does by supervising a management project that has been in place for many years, on the basis of which all operational risks are assessed and other risks, such as reputational, sustainability, cybersecurity and information security risks, are duly managed.
The Audit Committee is composed of four directors, all of whom are non-executive directors, three of whom are independent directors and one of whom is an external proprietary director. The Committee President is elected from among the independent directors. This director must be replaced every four years and may be re-elected after a period of one (1) year has elapsed since leaving office. The duties of Secretary are performed by a nonmember of the Committee. The Committee normally meets on a quarterly basis to review the periodic financial information to be submitted to stock market authorities and the information the Board of Directors must approve and include in its annual public documentation. It also meets at the request of any of its members and whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is appropriate for the proper performance of its functions.
In addition to the foregoing, the functions of the Audit Committee include:
In 2024, the Committee reviewed, amongst other matters, the company's periodic financial information, the most relevant operations, sought the opinion of external auditors, continuously monitored the company's main risks, reviewed the Group's Sustainability goals up to 2050, monitored the updating of the Information Security Program carried out and reviewed the observations and recommendations derived from the internal audit reports as well as compliance with its activity plan.
The Appointments and Remuneration Committee oversees the selection process and the Remuneration Policy for Members of the Board of Directors and Senior Management of the company and its subsidiaries, as well as supervising and coordinating the global strategic activities of Almirall's People and Culture area.
The Appointments and Remuneration Committee is responsible for formulating and reviewing the criteria to be followed regarding the composition of the company's management team and its subsidiaries. It is also responsible for selecting candidates and evaluating their skills, knowledge and the experience required for the
In the event of discrepancy, the Spanish language version prevails.
members of the Board of Directors, ensuring compliance with the Remuneration Policy, as well as reviewing potential conflicts of interest.
The Appointments and Remuneration Committee is made up of three independent directors. The members of the Appointments and Remuneration Committee are appointed taking into account their knowledge, skills and experience, as well as the duties of the Committee. The President of the Appointments and Remuneration Committee is an independent Director elected from among these directors. The duties of Secretary are performed by a non-member of the Committee. The Appointments and Remuneration Committee meets quarterly (normally). It also meets whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. The Committee must report on its activities and be accountable for its work to the first plenary session of the Board of Directors following its meetings. The Committee must take minutes of its meetings, copies of which it must send to all the members of the Board. The Committee must consult with the Chairman and Chief Executive Officer of the Company, especially on matters relating to executive directors and Senior Management. The Appointments and Remuneration Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.
Notwithstanding other duties that may be assigned to it by the Board of Directors, the Appointments and Remuneration Committee has the following basic responsibilities:
Among other matters, the new Remuneration Policy for Members of the Company's Board of Directors was favorably evaluated during the 2024 financial year, after submission for approval by the Board of Directors and the Shareholders' Meeting. The policy, available on Almirall's website, was designed with the advice of corporate governance experts and with the objective of attracting and retaining talent on the Board, ensuring a remuneration scheme that is aligned with the dedication and responsibilities of the directors. It is governed by a series of key principles:
During the 2024 financial year, Tom McKillop's resignation as an External Director, and consequently as Vice-Chair and member of the Appointments and Remuneration Committee, was acknowledged and the proposed appointments of Ugo di Francesco and Eva Abans as independent directors of the Company were approved.
The Dermatology Committee verifies and discusses Almirall's medical dermatology strategy and oversees activities related to implementation of this strategy, as well as relevant R&D and business development projects before the Board of Directors decides on them.
The Dermatology Committee is composed of three Directors, one of whom is the Executive Director and the other two are Independent Directors. The duties of Secretary are performed by a non-member of the Committee.
The Dermatology Committee usually meets quarterly. It must also meet whenever convened by its President, who must do so whenever the Board of Directors or its President requests the issuance of a report or the
adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. Similarly, the Committee must take minutes of its meetings, copies of which it must send to all the members of the Board. The Board of Directors deliberates on the proposals and reports submitted to it by the Committee. The Dermatology Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.
Its most important activities during the 2024 financial year were related to the review of potential business development operations, as well as the evaluation of R&D Innovation Roadmap 2.0 projects, for the 2025-2027 period.
The Governance Committee is composed of three Directors: the Coordinating Director and two other Independent Directors. The duties of Secretary are performed by a non-member of the Committee.
The Governance Committee has the following responsibilities:
The Governance Committee ordinarily meets once every quarter and may also meet whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. The Committee must take minutes of its meetings, copies of which it must send to all the members of the Board of Directors. The Governance Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.
Its most important actions during 2024 were the monitoring of the Investor Relations department's interactions with proxy advisors and investors, as well as the monitoring of the Company's key Corporate Governance milestone updates.
The Corporate Committees are understood to be the Management Board and any other executive body to which the Management Board expressly delegates part of its functions.
Almirall's Management Board is the internal committee that leads the company's executive management, led in turn by the Chief Executive Officer, and it represents the most important areas of the organization, defining the company's long-term objectives and strategies, establishing the principles and approving the contents of Almirall's various internal corporate policies, not reserved for approval exclusively by the Board of Directors.
The mission of the Management Board encompasses the following responsibilities:
In the event of discrepancy, the Spanish language version prevails.
The members of the Management Board are the Chief Executive Officer, who chairs the Committee, the Chief Financial Officer, the Chief Scientific Officer, the Chief Industrial Operations Officer, the Chief People & Culture Officer, the Chief Medical Officer, the Chief Commercial Officer Europe & International, the Chief Marketing Officer, the Chairman and General Manager of Almirall US and the Chief Legal Officer & General Counsel, who also acts as Secretary of the Committee.
Information concerning the experience of all Management Board members is also available on the company's corporate website.
There are also other internal committees, which are set out in detail below.
Is responsible for (i) overseeing and approving the overall R&D strategy within the economic limits established by the Management Board, and under the guidance of the Board of Directors and the approved R&D Innovation Roadmap; (ii) overseeing the approval and prioritization of internal and external R&D projects; and (iii) monitoring and managing the progression of R&D projects and/or their completion from inception to launch.
Is responsible for reviewing projects from a scientific and medical point of view before submitting them to the R&D Portfolio Committee for approval.
Oversees the pharmacovigilance and clinical safety activities of all Almirall's investigational and authorized drugs to ensure compliance with regulatory requirements, business needs and appropriate benefit/risk assessment throughout the product life cycle with the ultimate goal of protecting patient health. See section 5.4.3 "Patient health and safety" as tools to ensure product quality, health and consumer safety" for more details.
Establishes and preserves Almirall's commitment to quality, ensuring the correct functioning of the pharmaceutical quality system and guaranteeing that the quality of the products developed, manufactured and marketed by Almirall comply with the applicable health regulations.
Its functional scope includes corporate governance, corporate defense, risk management and internal auditing, as well as oversight in matters of compliance, cybersecurity and sustainability.
The Committee is composed of the Chairman and CEO of the Group (who also chairs the Committee), the Chief Financial Officer, the Chief People & Culture Officer, the Internal Audit Executive Director, the Chief Legal Officer & General Counsel and the Corporate Governance Counsel Associate Director, who also acts as Secretary of the Committee.
Is an internal committee reporting to the company's Management Board, chaired by the Chief People & Culture Officer and its Secretary, the Global Sustainability Executive Director. In addition, it has Directors who are responsible for the different areas of the company. Its objectives are:
The mission of the Sustainability Committee encompasses the following responsibilities:
Is responsible for (i) discussing tax matters, proposing measures, guiding and overseeing the tax policies submitted to the Committee, with a view to establishing a long-term tax strategy in line with the business structure and corporate strategy, with emphasis on the correct alignment of these tax proposals with current tax regulations, monitoring good tax practices, improving legal certainty and reasonably minimizing tax risks; and (ii) reviewing corporate transactions (acquisitions and licensing agreements) that are reviewed by the Investment Appraisal Committee.
Further details on the Group's tax policy can be found at 2.4 "Responsible taxation".
It is chaired by the Chief Financial Officer, with the M&A & Corporate Development Director acting as Secretary, and comprises other Directors responsible for different areas of the company. It is responsible for assessing and supporting the Management Board concerning investments with a major impact on the company.
This committee is composed of the Chief Commercial Officer, who chairs it, the Chief Financial Officer, Chief Marketing Officer and Chief Medical Officer and its functions are to align cross-functional strategies, plan business activities and advise on key operational aspects of the business, as well as to monitor the performance, results and risks of operations by submitting proposals to the Management Board, facilitating discussion and decision-making.
Almirall's Risk Management System is based on the preparation of a Risk Map that is updated every two years under the coordination and supervision of Internal Audit. The Risk Map is drawn up based on the consolidation of the analysis and assessment of events, risks, mitigation controls and action plans, carried out by the business and support units that make up the different company areas. For risks related to taxation, there is also a Tax Committee for controlling, managing and minimizing them.
Preparation and implementation of the Risk Management System is the responsibility of the company's Senior Management, and the function of overseeing its effectiveness is carried out by the Audit Committee and by the Corporate Governance Committee, which is functionally linked to the Chairman's Office, given that it refers directly to an essential responsibility of the Board of Directors itself.
The company operates in a sector characterized by great uncertainty about the outcome of R&D expenditures and in a highly competitive market in the therapeutic areas on which it is focused. The pharmaceutical industry is an industry subject to the decisions of health authorities for both approval of products and determination of marketing conditions, as well as being a highly regulated industry in terms of the environment, pharmacovigilance, quality and codes of good practice in promotional activities.
These factors result in a nature of risks that are addressed by taking a conservative stance, being very selective in resource allocation and establishing very rigorous and effective processes and controls in operations.
All risks that could have a significant impact on the achievement of company objectives are assessed. Risk factors to which Almirall is subject include:
In the event of discrepancy, the Spanish language version prevails.
conditions for new launches due to decisions by health authorities, with the concomitant impact on sales forecasts.
The company also takes into account sustainability risks, including environmental, social and governance (ESG) risks, and pays close attention to those associated with climate change, human resources and talent recruitment, among others:
There is a Risk Management Policy that confirms the guidelines and reference framework for Almirall's entire risk management system, as well as a Risk Control Policy.
At Almirall, corporate responsibility, integrity and transparency are a fundamental part of our operations. We recognize the importance of non-financial factors in creating long-term value and, as a result, we are dedicated to conducting our business in a safe and environmentally sustainable manner as part of our commitment not only to improving the lives of the people suffering from skin diseases, but also to making a positive impact on our stakeholders.
This commitment is supported by means of a compliance program that focuses on communication, training, risk assessments, due diligence, policies and procedures, staff reporting systems, case management and related investigations, supervision and continuous improvement. Through the compliance program, there is a
commitment to comply with the standards of ethical conduct applicable to the pharmaceutical industry and the provisions of its Code of Ethics, which reflects the principles, values and behavioral guidelines to be followed.
The Board of Directors is Almirall's highest decision-making, supervisory and controlling body, except in those matters legally or statutorily reserved to the General Meeting of Shareholders. The Board of Directors establishes Almirall's general policies and strategies; in particular the strategic and business plan, management objectives and the annual budget, and assures compliance with the applicable laws and regulations.
The Board of Directors delegates the day-to-day management of Almirall to the Management Board and, insofar as legally possible, to the Chief Executive Officer who leads it. In this way, the Board of Directors can focus its own efforts on the supervisory function and taking the most relevant decisions.
The Board of Directors is responsible for approving the Code of Ethics, the Internal Code of Conduct in the Securities Markets and the Corporate Policies below, among others:
The Corporate Governance Committee reviews all Corporate Policies and submits them for approval by the Management Board and/or the Audit Committee and Board of Directors in accordance with the applicable legislation and internal regulations. All Corporate Policies are published on the corporate intranet and/or corporate website, as appropriate, so that all workers have access to them.
The Management Board operates in accordance with the general guidelines set by the Board of Directors and/or delegated by the Board to the Chief Executive Officer. This is Almirall's corporate executive committee, which determines and oversees the attainment of the Group's long-term goals and strategies. It also establishes the principles and approves the content of internal corporate policies that are not exclusively reserved for approval by the Board of Directors.
The Audit Committee, in the area of ethics and anti-corruption, is responsible for overseeing compliance with the company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is aligned with its purpose and values. The Audit Committee reviews and recommends approval of the financial and non-financial information that the company regularly publishes, ensuring compliance with all the legal requirements and the correct application of the relevant accounting standards. It also supervises the internal audit system, internal control systems and activities related to risk control and management. The Audit Committee also assumes the functions related to the supervision of all issues related to sustainability and ESG, ethics and compliance, information security and cybersecurity.
The Governance Committee, as defined in section 2.1.2 "Board Committees", supports and supervises the implementation and updating of the various risk management systems, among other functions.
The General Counsel area includes the Legal, Compliance, Privacy, Corporate Governance and Information Security areas. The main function of these areas is to protect the company's tangible and intangible assets, minimizing the risks assumed by the company, which always operates in line with the applicable legislation, Almirall's governance model and the adopted corporate policies.
The General Manager of each subsidiary acts as a multidisciplinary risk manager for all of the subsidiary's areas of activity, and is supported by the Compliance Officer appointed in each subsidiary and by the Legal area.
At Almirall, governance is based on a firm commitment to transparency, integrity and regulatory compliance. Through specialized committees and commissions, such as the Audit Committee and the Sustainability Committee, which report to the Board of Directors and the Management Board respectively, the company follows best governance practices and seeks to lead in transparency in order to gain the trust of all third parties with whom it interacts. This integrated approach fosters a culture of corporate responsibility and sustainability, gearing operations towards long-term value creation.
In terms of managing governance impacts, risks and opportunities, the 2024 Double Materiality analysis identified the most relevant factors, integrating them into a corporate process led by the Executive Director of Internal Audit, with each business area responsible for managing its own risks.
The different policies and standard operating procedures in place at Almirall reflect the company's firm commitment to carrying out its activities in accordance with the legislation in force in each of the countries in which it operates, and always guaranteeing integrity in each of its activities and operations, in compliance with the United Nations Universal Declaration of Human Rights, the International Labor Organization (ILO) Conventions, the ILO Declaration on Fundamental Principles and Rights at Work, the OECD Guidelines for Multinational Enterprises and the principles of the United Nations Global Compact, among others.
Almirall's Business Integrity Guide (ABIG) describes the principles that govern the company's interactions with its key stakeholders, based on legitimate objectives and business needs. The stakeholders with whom Almirall interacts vary according to the context and nature of the activity, which may cover different stages of the product life cycle, from development to marketing. These groups include, among others, healthcare professionals, health organizations, patient associations, patients, payers, regulatory agencies and legislators. This guide covers five topics: general company information, promotional activities, non-promotional activities, interactions with external experts and general issues.
The Personal Data Protection Policy provides the guidelines and principles to be followed for protecting the personal data of Almirall's stakeholders, within the scope of the activities carried out by Almirall's different departments and functional areas. All of this with the aim of ensuring compliance with applicable data protection laws, in particular the GDPR or General Data Protection Regulation. This section describes the most relevant policies, starting with the Code of Ethics, which establishes a reference framework for all of them.
Almirall's Code of Ethics reflects the principles, values and behavioral guidelines that govern the actions of everyone who works in Almirall and that form the basis of all our Corporate Policies.
In the Code of Ethics:
More details on the Code of Ethics can be found at 5.2.2 "Policies related to own workforce".
Almirall operates in a sector with high uncertainty in the results of R&D investment, within a competitive market and subject to decisions by the Health Authorities for the approval and marketing of products. We take a conservative approach to managing these risks, selectively allocating resources and setting up strict processes and controls in our operations.
The Risk Management System (described in section 2.1.4 "Risk management") is a comprehensive risk management model, under the responsibility of the Executive Director of Internal Audit, aimed at preventing and managing Almirall's business risks, which have a triple purpose: (i) prevent potential risks that may incur legal liability for the company and its directors, attorneys-in-fact and/or legal representatives, (ii) anticipate the management of such risks, and (iii) verify compliance with the relevant regulatory framework applicable to the company, both internally and externally.
These policies were approved in 2020 and the corresponding action plans and annual risk map, which facilitate the monitoring, control and update by the internal audit function, derive from it.
There is also the Criminal Risk Prevention and Management Model, approved by the Board of Directors on 27 July 2015 and extended by an addendum on 31 October 2021. It determines the system for the organization, prevention, management and control of criminal risks of Almirall and its subsidiaries. This model develops a plan for prevention of the commission of crimes by the company, and compiles the procedures and controls that currently exist for effective prevention and mitigation of criminal risks, based on a detailed analysis of those that could hypothetically arise in the Group's different areas, taking into account, on the one hand, the policies and controls already in place, and on the other, the sensitivity to criminal risks detected in the specific processes, depending on the sector and the activities that Almirall engages in.
The Corporate Governance Policy, updated in July 2024, which aims to establish the governance principles and structures that govern Almirall, S.A. and its group entities, guarantees a management model aligned with the corporate purpose and values. This policy is applicable to all Almirall Group entities, subject to local laws in each jurisdiction where it operates. Its content was approved by the Board of Directors, who also endorses compliance with the same, and it is applied broadly without prejudice to the legal and regulatory requirements applicable in the relevant jurisdiction where each subsidiary is incorporated and conducts its business operations. The governance model described in this Policy is based on the recommendations set out in the Good Governance Code of Listed Companies revised and published in June 2020 by the CNMV, the Articles of
Association of Almirall S.A. (as Parent Company of the Group) and the Code of Ethics described above. It is implemented in accordance with the principles derived from Almirall's Purpose and corporate values and aims to ensure a management model is in place that defends the long-term interests of Almirall's different stakeholders and guarantees the Group's long-term viability and sustainability. All Almirall staff must report any possible infringement of the policy, either directly to their manager, to the People & Culture area, to the Compliance Officer, or via the SpeakUp! channel, promoting a culture of transparency and ethical compliance.
This code, in its most recent 2024 version, sets out the expectations that Almirall has of its suppliers in the areas of ethics, human and labor rights, health and safety, the environment and management systems. Suppliers must accept these sustainability standards during the approval process and commit to comply with the same (and to ensure that their subcontractors do so also). See further details in section 2.3.1 "Supply chain management approach" of this report.
This document expresses, among other aspects, Almirall's zero tolerance stance towards the attitude, behavior or practice of corruption, bribery or influence peddling in relation to public officials or institutions, whether national or international, or in any other circumstance.
In addition, in the design of preclinical trials and in the relations with the Contract Research Organizations (CROs) to whom these trials are outsourced, Almirall requires a meticulous respect for the legislation in force in the field of animal research. The welfare of laboratory animals is a priority, as there is a moral responsibility towards the animals used for research, taking into account the principles of Replacement (use of technologies that avoid the use of animals), Reduction (minimizing the use of animals) and Refinement (use of methods that minimize the pain of animals and improve their welfare).
This policy has been updated in 2024 and is important for the company in the area of governance, as subsequently mentioned in chapters 3 "Sustainability Management and Double Materiality", 4 "Environment" and 5 "Social". This Policy defines the roles and responsibilities for sustainability governance and the various implications of these for the Board of Directors, Audit Committee and Management Board, as well as for the Chief Executive Officer, the Sustainability Committee, the Global Sustainability Executive Director, the Area Directors and the General Managers of subsidiaries.
This policy sets measurable sustainability goals that are aligned with the United Nations Sustainable Development Goals (SDGs) for 2030 and the Climate Goals of the Paris Agreement. These goals are monitored by means of indicators (KPIs) and are set out in detail in the sustainability report or non-financial information statement, in the annual report and on the company's website.
The sustainability goals will be linked to the variable remuneration of key internal stakeholders, including the members of the Management Board, Senior Leadership and those with direct responsibilities in sustainability, both in the short and long term.
This policy responds directly to the corporate culture identified as material in the double materiality analysis carried out.
Bribery and corruption are related to offering, giving, promising to give, receiving or accepting, actively or passively, anything of value or in exchange for an advantage, in order to induce or influence an action or decision for commercial, contractual, regulatory or personal gain.
Bribery, corruption and other similar types of conduct, whether between private individuals or with public and private officials or organizations, are prohibited at Almirall. Illegal and criminal practices of all kinds are also prohibited without exception and without limits. Political contributions and donations are completely prohibited. Almirall does not tolerate any attitude, behavior or practice of corruption, bribery or influence peddling in relation to public officials or public institutions, whether national or international. Nor does it tolerate misleading, fraudulent or malicious conduct that could lead the company to obtain undue or unfair advantages. Therefore, any practice that distorts, restricts or aims to eliminate competition, such as comparative, false or misleading advertising, as well as the denigration of Almirall's competitors, must be avoided. Almirall prohibits and utterly rejects any practice or conduct that involves incitement to prescribe its medicines in breach of regulations, in disparagement of the competition, or by means of false or misleading advertising.
Updated in 2024, the Anti-Bribery and Anti-Corruption Policy outlines the key principles of ABAC, supported by additional procedures and guidelines that describe how Almirall detects, prevents and mitigates bribery and
corruption risks in its business activities, in response to the impacts, risks and opportunities identified in the double materiality analysis and related to corruption, bribery and corporate culture.
Almirall is also a member of EFPIA (European Federation of Pharmaceutical Industries and Associations) and IFPMA (International Federation of Pharmaceutical Manufacturers and Associations). We are therefore obliged and committed to comply with the requirements set out in EFPIA's "Code on the Promotion of Prescription-Only Medicines to, and Interactions with Healthcare Professionals", as well as local regulations. In addition, all Almirall workers, and especially those with specific control or supervisory functions, are responsible for the prevention, detection and reporting of bribery and other forms of corruption. For this reason, Almirall has established the control mechanisms necessary to prevent, detect and report such practices. All Almirall personnel are obliged to notify the relevant manager of any known or suspected situation or any suspicion that any situation of potential bribery and/or corruption has occurred or is about to occur, which could lead to or imply a breach of this Policy.
The Corporate Policy Guidance states that each corporate policy and SOP (Standard Operating Procedure) must have an owner, who will be a Director or the most senior person in the area covered by the policy and will be responsible for the lifecycle management of that corporate policy or SOP.
Such life cycle management involves the following:
Corporate policies and other internal regulations on business conduct are published on the corporate intranet and/or on Almirall's corporate website, as appropriate, so that all Almirall employees have access to them. The Director responsible for each Policy is also responsible for its due internal communication and training on the reading and understanding thereof from the corporate platform.
Animal research is a small but essential aspect of the development of many products. When using animals in research, at Almirall we are firmly committed to our Statement on the Use of Animals for Scientific Purposes, adopted in 2018.
At Almirall, animal research is recognized as having great benefits for both human and animal health. We accept that it is impossible to completely avoid the use of animals in new drug research at the current time, and we understand that this is a matter of great concern to society.
The welfare of the laboratory animals housed in the facilities is an absolute priority for Almirall. Not only do we have a moral responsibility towards them, but we also believe that this translates into a higher quality science.
A key aspect of animal welfare is covered by the so-called three Rs (3Rs), which refer to:
All procedures or projects involving animals are carefully evaluated by an internal Ethics Committee. This committee is a regulated body that oversees ethical compliance and adherence to the law. It comprises the Animal Welfare Specialist, who is responsible for the on-site supervision of the welfare and care of the animals in the facilities, and expert scientific members. The Ethics Committee also receives advice from the designated veterinarian, a specialist in laboratory animal medicine, who is responsible for advising on the health status and treatment of the animals, including a program of environmental enrichment and socialization for the animals.
The main functions of the Ethics Committee include the following:
In the event of discrepancy, the Spanish language version prevails.
All procedures or projects, once evaluated by the Ethics Committee, must be approved by the competent authority (the Generalitat de Catalunya, in the case of the Sant Feliu center) before a single animal experiment can be performed.
There are protocols that cover the standards of care and ethical treatment of animals in research. These protocols define and drive the standards for working with animals and all research must comply with them.
All personnel involved in animal studies receive training in standards of care and ethics regarding the use of animals in research, which must be periodically re-accredited.
All facilities and programs comply with regional, national and European laws, guidelines and codes of conduct, and are regularly inspected by the competent authority.
Almirall's Data Protection Policy, updated in 2024, sets out the rules and principles for protecting the Personal Data of Almirall's stakeholders, within the framework of the activities of its various departments, in order to ensure compliance with the applicable laws on Personal Data protection. This policy applies to Almirall S.A. and to the legal entities of the Almirall Group and is binding on all staff. In addition, third parties processing personal data on behalf of Almirall must also comply with this policy. The Global Data Protection Officer (GDPO) is primarily responsible for ensuring compliance.
The Data Protection Policy also includes the Privacy Program, which aims to protect the personal data of our customers, patients and other stakeholders with whom Almirall interacts (hereinafter, "data subjects"), always in accordance with the legislation applicable in the jurisdictions in which Almirall operates. The Almirall Privacy Program develops the commitments adopted through the Almirall Code of Ethics, with the purpose of maintaining and establishing a program that deepens and develops Almirall's commitment to the right to privacy of the stakeholders who interact with the company.
Almirall processes personal data in accordance with the principles of lawfulness, loyalty and transparency, purpose limitation, data minimization, accuracy, storage limitation and, finally, the principle of integrity and confidentiality. In this regard, Almirall's Privacy Program contains procedures and tools that can be used to document and demonstrate compliance with the above principles, which are arranged according to the following pillars:
Almirall's Data Protection Policy and Privacy Program satisfies the privacy and personal data processing needs of the data subjects, and is identified as a key area by the company in its business processes. The policy is available to all Almirall staff on the corporate intranet.
Bribery and corruption are understood to be all activities related to offering, giving, promising to give, receiving or accepting, actively or passively, anything of value or in exchange for an advantage, in order to induce or influence an action or decision for commercial, contractual, regulatory or personal gain.
In pursuing its activities, Almirall is governed by a strong sense of corporate responsibility, integrity and transparency, as well as by strict and faithful compliance with current legislation.
Information related to anti-bribery, anti-corruption and Code of Ethics training can be found in the chapter 5.2.13 "Talent development and training" of this report.
In addition, each year Almirall publishes all value transfers made to healthcare professionals, healthcare organizations and patient associations, in accordance with the EFPIA Code and applicable legislation. This information is available on the Group's corporate website.
The functions identified by Almirall as those at risk of corruption and bribery are as follows, which are covered by related training programs:
Training in the Code of Ethics, Privacy and ABAC (Anti-Bribery and Corruption Policy) is compulsory for all workers when they join the company and is valid for two years, to be repeated after this period.
Local training is also provided, based on the Promotional Compliance Policy, to all sales representatives on the guidelines for permissible and impermissible behavior and actions in the performance of their duties (welcome pack and regular training).
The total number of workers who have received training on the company's Code of Ethics, as well as on antibribery, anti-corruption and privacy, in 2024, is shown below:
| Code of Ethics |
Anti-bribery / Anti-corruption |
Privacy | |
|---|---|---|---|
| Training coverage | 98% | 91% | 90% |
| Total employees receiving training | 1,977 | 1,840 | 1,825 |
| Total employees | 2,026 | 2,026 | 2,026 |
| Methodology | |||
| Face-to-face | 146 | 0 | 0 |
| Online | 1,831 | 1,840 | 1,825 |
| Frequency | Every two years |
Every two years | Every two years |
| Main content of the training | |||
| Definition of bribery and corruption | X | X | N/A |
| Group Policies | X | X | N/A |
| Detection process | X | X | N/A |
| Speak-Up! channel operation | X | X | N/A |
Table 1 Code of Ethics and ABAC training
All Almirall workers, and especially those with specific control or supervisory functions, are deemed responsible for the prevention, detection and reporting of bribery and other forms of corruption. For this reason, Almirall has the control mechanisms necessary to prevent, detect and report this type of practice in place. All Almirall workers are asked to notify the relevant manager of any known or suspected situation of bribery and/or corruption that may lead to or imply a breach of the Bribery and Corruption Policy. Almirall will always protect company personnel against any repercussions in the event that they reject or report any possible acts of bribery or corruption. Almirall has procedures in place and provides training to ensure that all employees and third parties with whom it interacts are aware of the Anti-Bribery and Anti-Corruption Policy. Any breach of this Policy and/or of the above responsibilities will result in internal disciplinary action(s), possible dismissal for gross misconduct and the application of appropriate legal liability.
During the case review process, only those individuals necessary to conduct a thorough investigation are involved. In the event that the People & Culture and Global Compliance & Privacy teams deem that an independent investigation cannot be conducted, the company will engage an independent third party to evaluate and close open cases.
Periodically, high-level summaries of recorded cases are submitted anonymously to the Corporate Governance Committee. Important cases, especially those involving bribery or corruption, are also shared with the Audit Committee. Corrective and preventive actions are taken as a result of the study of complaints received through SpeakUp! Cases are reported at least once a year to the General Counsel and to the Corporate Governance Committee.
In 2024, out of a total of 19 reported cases; 8 were substantiated, 6 were unsubstantiated, and 5 case are under investigation at the date of publication of this report.
None of the cases were related to bribery and corruption, human rights violations, forced or compulsory labor or child labor.
SpeakUp! is the company's secure and confidential whistleblowing channel, for all employees and external partners to report any concerns. It provides a safe and confidential means to report any situations of bribery, corruption, fraud, abuse and other conducts, such as human rights violations, that are not in line with the Code of Ethics.
More details on how to use the SpeakUp!channel can be found in the chapter 5.2.4 "Processes to remediate negative impacts and channels for own workers to raise concerns".
With regard to information security management, Almirall has and maintains an Information Security Program aimed at protecting strategic information and critical business processes, aligned with market standards such as the NIST Cybersecurity Framework and the NIST 800-53 series.
The Information Security function in the organization covers an area from strategy to operations, and has the necessary organizational independence, empowerment and sponsorship. Supervision of risk management is integrated into the Corporate Governance mechanisms, with regular reports to the Management Board and, at least twice a year, to the Audit Committee of the Board of Directors. This supervision is based on monitoring the maturity of Information Security processes and a selected set of key risk indicators. This regular review also guides the annual update of the Information Security Program.
Almirall's approach to the Information Security Program is holistic and risk-oriented, covering the triad of Processes, Technology and People, and all NIST CSF Functions: Identify, Protect, Detect, Respond and Recover, with special emphasis on becoming a cyber-resilient organization.
Almirall also constantly focuses on staff awareness at all levels, with specific plans that are redesigned every year to ensure a high impact, as well as increasing levels of training among staff and a strong first line of defense. The other projects and initiatives aim to achieve and maintain the desired levels of maturity and to keep risks at acceptable levels, in line with the company's risk profile. A cybersecurity insurance policy is in place as a strategy for last line of defense.
At Almirall, our Information Security Program is integrated with Data Privacy, is guided by the principles of security by design and security by default, and covers third-party risk management with a risk-oriented approach.
The purpose of this Policy, updated in 2023 by the Management Board, is to establish the basic guidelines and principles relating to the mission, scope and objectives of the Information Security (IS) function at Almirall. This policy is available to all staff on the company's intranet and its objectives are to:
This corporate policy applies to the entire Almirall organization, including all relevant areas, processes and systems related to Information Security risks, as well as Business Continuity in this context. People, processes and technologies (both IT and OT) are within the scope of Information Security.
The most relevant principles of this policy are as follows:
Regarding risk management, a defined, repeatable and effective risk management methodology is established, aligned with standards and consistent with the Enterprise Risk Management guidelines drawn up by Internal Audit. In addition, Information Security incidents shall be managed in accordance with the Security Incident Management Protocol and its technical procedures. The participation of the Management Board is key in highseverity incidents.
In response to the rapid emergence of Artificial Intelligence, Almirall is building an Artificial Intelligence Management and Governance Program to ensure that the use of these technologies is in accordance with the ethical principles of IFPMA (International Federation of Pharmaceutical Manufacturers and Associations), which Almirall has adopted as its own: (i) empowerment of people, (ii) equity and minimization of bias, (iii) privacy, security and safe design, (iv) accountability, (v) human control, and (vi) transparency, explainability and ethical use. Almirall has adopted an Internal Guide for the Use of Artificial Intelligence which includes the aforementioned principles and is applicable to all the company's employees. Almirall also carries out internal training actions to demonstrate the practical application of these principles and other actions aimed at specific areas especially interested in the use of these technologies.
In addition to the above actions, Almirall has set up an Artificial Intelligence Working Group made up of different areas and departments of the company with the aim of establishing Artificial Intelligence Governance, focused on risk management, development of guidelines and protocols, establishment of internal processes aimed at demand management, and the responsible management of Artificial Intelligence. The Artificial Intelligence Working Group is currently immersed in the design of processes that ensure the correct use of this technology from an ethical point of view and in compliance with the applicable legislation on this matter.
Respect for the law, the commitments assumed, the quality of service and contractual good faith form the basis of the relationship between Almirall and its suppliers. We demand quality, rigor, commitment and excellence from all of them, given that our suppliers are an extension of Almirall's activities and, therefore, one of our most important assets. Suppliers are required to be reciprocal and transparent in the provision of services and in the information they provide to us regarding their technical and financial solvency.
To ensure that the product supply chain is stable and sustainable, Almirall has supplier approval processes which, depending on the service provided or goods supplied and the geographic area from which they operate, ensure that they comply with the requirements established by Almirall and the regulatory framework in terms of quality, the environment (ISO certification, ecological criteria), occupational health and safety, and labor practices.
In recent financial years, Almirall has been working to increase and strengthen these processes. Specifically, the Global Procurement department leads the Sustainable Procurement Program, which is framed within Almirall's Sustainability strategy. This procurement program is designed to align with the company's 2030 strategy, in particular within two of the key pillars of the Act4Impact strategy: Planet and Partners, mentioned in section 3.1.3 "Sustainability Strategy". This new strategy of the sustainable procurement program was developed in 2023 and is currently being implemented.
As a member of the Pharmaceutical Supply Chain Initiative (PSCI), Almirall has launched a project called "High-Risk Materials" to implement the PSCI recommendations included in the Environmental and Human Rights Impact Assessment Specific to Materials developed in 2020. The aim of this Environmental and Human Rights Impact Assessment is to identify the potential impacts of a set of materials agreed by PSCI's Human Rights, Labor and Environment Sub-Teams because of their importance to the pharmaceutical industry: rubber, corn, palm oil, aluminum, shellac, glass, sugar, talc, fish oil, castor oil/seed, soya, cellulose, ethanol and carnauba wax.
The assessment analyzed the impact on human rights and the environment in 11 key areas: land use change, overexploitation of species, intensive farming practices, water scarcity, industrial pollution, climate change, labor rights, gender rights, child labor, forced labor and land rights.
The entire supply chain was looked at in terms of impact, from mining/harvesting to refining and processing, all of which are necessary to deliver the finished raw material to the pharmaceutical sector.
At the close of this report, the following actions had been carried out:
This improvement plan envisages the possibility of conducting physical audits of key suppliers to obtain as much information as possible and mitigate any associated risks. These audits are designed to ensure that suppliers comply with the established standards and identify areas for improvement. In addition, plans have been made to contact manufacturers directly to verify that they hold the certifications recommended by the PSCI, thus ensuring compliance with certain standards. In the absence of such certifications, individualized action plans will be implemented.
Although the project is ongoing, Almirall is committed to finalizing all stages of the Due Diligence process to assure the sustainability and accountability of the supply chain, with the aim of moving forward with it in 2025 so it can be completed before the implementation of the Corporate Sustainability Due Diligence Directive (CSDDDD). As a result of the aforementioned report, there may be disproportionate impacts on certain groups or collectives in terms of human rights and health and safety at work at the sectoral level, limited to the areas analyzed and in very specific geographies. At the close of this report, Almirall has not identified any workers with particular characteristics, or who work in specific contexts or perform activities that may be at greater risk of suffering harm. Nor has it identified specific groups of workers in the value chain that could be disproportionately affected by the risks and opportunities identified in the following section.
For more information on how Almirall ensures a sustainable supply chain in terms of labor conditions and human rights, please see section 5.3 "Workers in the value chain". For specific details on sustainable procurement from an environmental perspective, see section 4.3.7 "Scope 1, 2 and 3 emissions".
Almirall is committed to integrating sustainability principles at every stage of the supply chain, not only by adopting responsible management practices, but also by promoting ethical standards and conduct, implementing sustainable procurement policies and establishing clear clauses in contracts with suppliers. In this way, we seek to ensure respect for the environment and human rights throughout our supply chain.
In the procurement and bidding processes, there are questions related to corporate social responsibility and sustainability actions that suppliers must answer and that are evaluated by the procurement technicians when analyzing the suitability of a supplier with a weight of between 5-10%. In certain cases, based on expenditure criteria in the project being tendered, the supplier's commitment to carry out a sustainability assessment after the award of the contract is required.
As regards assessments in sustainability issues, since 2023 there has been a new protocol available relating to the audits mentioned in section 5.3.3 "Procedures, actions and resources in relation to workers in the value chain" that sets out in writing the criteria for inclusion in the program, the roles and responsibilities of the Almirall teams involved, the criteria that determine the implementation of corrective actions with suppliers and other considerations. This policy is available on the intranet for all Almirall personnel involved in procurement management.
Almirall collaborates with a wide range of suppliers, vendors and other valued partners to achieve its business goals and bring innovative medicines to patients. In choosing these relationships, we select suppliers that not only share a commitment to quality and efficiency, but are also aligned with the company's ethical values, transparency and sustainability. The company's Chairman and CEO is responsible for implementing this selection.
To achieve this, in the procurement of goods and services, we follow procedures that are adequate and fair, as are the payment terms we offer. In this way, Almirall strives to choose collaborative relationships with its suppliers in a way that is ethical and sustainable. All these actions are reflected and mentioned in the company's Code of Ethics, updated in 2024.
Similarly, this code seeks to cover those issues directly related to risks, opportunities and impacts described at the beginning of the chapter that relate to working conditions, social dialogue, health and safety and diversity, equality and inclusion for workers in the value chain.
Almirall expects all suppliers in its value chain to comply with the ethical standards set out in this code, this being a central element in the evaluation and selection of workers.
Knowledge and acceptance of Almirall's Supplier Code of Conduct during the bidding and approval process is an important element in the evaluation and selection of a supplier, along with other criteria, to ensure that they are aligned with Almirall's ethical, social and environmental commitments. During the approval process, the
supplier must accept and commit to compliance with it (and commit to requiring its subcontractors to do the same). The area responsible for ensuring compliance with the code is the Global Procurement department.
There are a number of key themes that were developed in this code, both in its first version in September 2019 and in the latest update in 2024, regarding ethical conduct and respect for human rights and workers' rights throughout Almirall's value chain, aligned with the new PSCI principles:
In the same vein, Almirall provides a set of basic principles to follow in relation to procurement.
This policy sets out the rules for structuring Almirall's procurement processes and strategies to ensure that the services and goods we procure are the result of transparent, objective, sustainable, risk-informed, timely and cost-effective decision-making and to monitor the risk and performance of our suppliers throughout the business relationship.
This policy applies to all Almirall Group companies and their respective workforces involved in the activity in question. Any third party contracted by Almirall to carry out any of the activities described in this policy must comply with this policy to the extent that it is applicable to them.
All parties involved in the procurement process must adhere to high ethical standards. This includes avoiding conflicts of interest, respecting confidentiality and rejecting any form of corruption. Almirall only does business with suppliers that respect and comply with all applicable laws.
The Global Procurement Policy has been updated in 2024 to ensure the correct selection of Almirall's suppliers, taking into account best practices and the processes of both corporate social responsibility and environmental
care. In turn, this policy responds to those issues identified as risks within the Health and Safety Double Materiality analysis. The implementation of the policy is the responsibility of the Global Procurement area, and the Executive Director for Global Procurement is the policy owner.
Currently, all the standard contract models delegated to the procurement team from the legal department contain clauses relating to suppliers' compliance with the social, ethical and environmental commitments set out in Almirall's Supplier Code of Conduct and acceptance, where applicable, of any ESG audits that Almirall may request. These contracts cover all the activities for which selection and contracting is managed by the procurement department, both for the procurement of goods classified as 'direct expenditure' (related to the production of our products) and 'indirect expenditure' (related to services not directly linked to production).
Likewise, Almirall's General Conditions for Purchasing have been implemented and are available on the corporate website, in the suppliers' area (in the different languages of companies of the Almirall Group), and include the same commitments on the part of the supplier. These conditions apply by default to all purchases in the absence of a specific contract and include commitments regarding adherence to the Supplier Code of Conduct and participation in any supplier platform required by Almirall, including the platform used for ESG supplier audits.
The supply chain has an environmental, ethical and social impact on the following aspects related to the consequences of the research, development, manufacturing, transportation, marketing and consumption of our medicines and pharmaceutical specialties:
To reduce the environmental, social and human rights impact of our supply chain, and in line with our Purpose, Almirall assesses its suppliers remotely through an independent global rating agency using the strictest ESG criteria, and individual action plans are implemented taking into account the results of each supplier's assessment and the potential risks identified during the assessment. Suppliers are included in the audit program on the basis of pre-defined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate). Suppliers are included in the audit program on the basis of pre-defined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate). Suppliers are included in the audit program on the basis of certain predefined criteria, as detailed below. These predefined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate) are:
production of excipients, finished products, folding cartons, gas, general maintenance (environmental policy), glass bottles, ground transportation, rental of industrial equipment, industrial facilities, intermediates, labels, lab equipment, waste destruction of finished products, waste management and environmental services.
In the aforementioned remote assessments, from the point of view of human and labor rights risks, human resources (workforce health and safety, working conditions, social dialogue, professional development management and training) and human rights (child labor, forced labor, human trafficking, diversity, discrimination and harassment, human rights of external stakeholders) are reviewed.
The issues have different weights according to the type of industry and size of the supplier. For example, in labor-intensive industries, these issues will weigh more heavily in the assessment. Larger suppliers, with a more significant impact on the supply chain, will be assessed using stricter criteria compared to the smaller suppliers. This differentiation allows for a more accurate and relevant assessment of each supplier, ensuring that the most critical risks are effectively identified and mitigated.
These assessments enable us to have visibility of our suppliers' practices, strengths and areas for improvement. It is for this reason that, at the close of the audits, the high/medium-risk suppliers (classified as such through the score obtained) are asked to take the corrective actions identified as "areas for improvement" in the audits based on an established action plan. They are also asked to undergo a re-evaluation within the following twelve months. Since the start of the collaboration with the audit platform in the ESG area, suppliers that had already been audited in previous years were re-evaluated, and a significant improvement trend was demonstrated in the evaluations.
As regards corrective action plans, they are configured on the basis of the main areas of improvement detected in the supplier evaluations in the four areas indicated. Depending on the complexity of their implementation and the weight of each measure in the overall assessment, considering the type of industry in which they operate and the supplier's overall strategy, our buyers request such measures from suppliers that have not exceeded the specified threshold score. They are given approximately one year to implement them, after which they will be re-assessed. Such measures may include, but are not limited to, some of the following:
In the event of discrepancy, the Spanish language version prevails.
Follow-up is done with suppliers who decline to participate to discover the reasons for their decision and action is taken accordingly. The metrics of the supplier ESG audits at 31 December 2024 were as follows:
| No. of suppliers | % Expenditure (*) | |
|---|---|---|
| Audited suppliers | 373 | 62% |
| Suppliers that passed the audit | 350 | 61% |
(*) The reference to '% Expenditure' refers to the percentage represented by the expenditure invoiced to these suppliers in the last 12 months with respect to the total expenditure on suppliers for the same period and managed by the Procurement and External Sites Operations departments, the latter being responsible for the CMOs.
Since 2019, all Almirall professionals involved in the Sustainable Procurement Program have a specific objective linked to the support and activities related to the program and have received specific annual training on sustainability and Sustainable Procurement, management of the program and use of the audit platform, implementation of mitigation plans for identified risks and specific training on climate change and decarbonization.
Since 2020, specific communication materials have been available to suppliers covering the objectives and expectations of the program, and post-evaluation feedback was provided along with resources and assistance for improving the score and implementing the requested corrective actions, all with the aim of ensuring alignment with the Group's expectations, commitment to sustainability and continuous improvement on the part of the suppliers.
In addition, suppliers have a voluntary training program with specific materials on various topics including sustainability, environment, climate change, sustainable procurement, diversity and inclusion, codes of conduct, etc.
The philosophy of the Almirall Group includes fostering relationships with local suppliers in order to promote value creation and generate a positive impact on local society. In this regard, to maximize our positive social impact, we contract Special Work centers (CET) for part of the services of supplying office material and Personal Protective Equipment (PPE), event logistics, as well as the reprocessing and handling of finished products and displays.
As part of Almirall's commitment to sustainability, as of September 2022, the company is a member of the Pharmaceutical Supply Chain Initiative (PSCI). The PSCI is a non-profit organization, comprised of a large number of companies in our industry, whose purpose is to bring together its members to define, establish and promote responsible and ethical practices, human rights and environmental sustainability in the pharmaceutical industry supply chain. Through this membership, Almirall seeks to:
Furthermore, in 2024, Almirall improved its score in the EcoVadis ESG audit compared to 2023, revalidating its platinum medal for the fourth consecutive year. This result places Almirall in the Top 1% of companies rated by Ecovadis worldwide, which has more than 100,000 rated companies from more than 200 sectors of activity and in more than 180 countries. Part of the substantial improvement in the overall rating is due to the improvement in the results achieved in the Sustainable Procurement dimension, which places us in the top 1% of the companies with the best Ecovadis evaluation in this dimension in our sector.
In the event of discrepancy, the Spanish language version prevails.
In order to measure and monitor the development and success of the Sustainable Procurement Program, the KPIs have been defined and adjusted over the last few years. The latest revision of the 2024-2030 targets of the program was adopted in 2024.
In 2024 the KPIs have not only been met but also substantially exceeded.
| Name of the KPI | Description of the KPI | KPI target/year | % reached in 2024 |
|
|---|---|---|---|---|
| % expenditure (**) invoiced to suppliers with results available in the ESG audit program |
2024: 62% | |||
| Suppliers with ESG (*) audit results |
2025: 64% | 62% | ||
| 2026: 66% | ||||
| Suppliers that have accepted | 2024: 57% | |||
| Almirall's Supplier Code of Conduct |
% expenditure (*) invoiced to suppliers who have accepted the Almirall Supplier Code of Conduct |
2025: 60% | 61% | |
| 2026: 63% | ||||
| Table 3 KPIs Sustainable procurement program 2024-2026 |
(*) The reference to "results" refers to supplier evaluations that are 2 years old or less
(**) The reference to '% Expenditure' refers to the percentage represented by the expenditure invoiced to these suppliers in the last 12 months with respect to the total expenditure on suppliers for the same period and managed by the Procurement and External Sites Operations departments, the latter being responsible for contract manufacturing organizations
The fundamental objective of Almirall's tax strategy is to guarantee strict compliance with the applicable tax regulations and ensure adequate supervision of the tax policy implemented by its subsidiaries in all the territories where it currently operates: Spain, Germany, the United States, Italy, Switzerland, France, Austria, Luxembourg, Portugal, the United Kingdom, Denmark, Sweden, the Netherlands, Belgium, Poland, Czech Republic, Slovakia, Norway and China. It does this while seeking maximum legal certainty, contributing to the fulfilment of the business strategy in the short, medium and long term, and maintaining a position of collaboration and transparency with the respective tax authorities.
Almirall has no presence in territories classified as tax havens, and its commercial transactions with third parties located in these or in any other territories are within the framework of its ordinary industrial and commercial activity. Furthermore, it rejects artificial transfers of earnings to these territories and the opacity provided by the lack of transparency of these territories, in accordance with the international taxation principles and recommendations of the OECD's Committee on Fiscal Affairs. Accordingly, it does not use structures of an artificial nature, unrelated to its activity, for the purpose of reducing its tax burden or transferring earnings.
Transparency of information on tax matters is considered essential to Almirall's tax policy. For this reason, it acts by providing, in the most complete manner, the information and documentation with fiscal significance requested by the competent tax authorities in the shortest possible time. Likewise, it develops and promotes a cooperative and fluid relationship with tax authorities based on respect for the law, trust, good faith, reciprocity and cooperation.
In May 2014, Almirall's Board of Directors agreed to adhere to the Code of Good Tax Practices in Spain, which includes a series of recommendations aimed at achieving application of the tax system through cooperation between the public administration and companies. This adhesion is aligned with the principles and guidelines for action in tax matters established in Almirall's tax strategy.
Almirall is also sensitive to and aware of its responsibility in the economic development of the territories in which it operates, contributing to the creation of economic value through the payment of taxes.
Almirall's tax policy is based on a prudent interpretation of the regulations in force in each jurisdiction. To avoid significant tax risks, the Group implements internal reporting and control systems, supplemented by advice from independent tax experts of recognized reputation. In the event of disputes, we work with the tax authorities to seek solutions that prioritize non-litigious avenues and provide certainty in the tax criteria applied.
The Audit Committee monitors the effectiveness of internal control, internal audit and fiscal risks, reviewing any weaknesses identified during the audit process. It also ensures compliance with accounting and legal standards, and holds quarterly meetings for a continuous follow-up with the external auditors. For more details on the functions of the Audit Committee, please refer to section 2.1.2 "Board Committees".
Almirall has established a transfer pricing policy for all transactions with related parties that is aligned with the principles established by the main competent international bodies. This policy is reviewed annually to avoid any deviation from these principles. With the aim of achieving legal certainty and increasing transparency and cooperation, since 2007, Almirall, S.A. has been periodically entering into Preliminary Valuation Agreements (hereinafter, APA for Acuerdos Previos de Valoración) with the Spanish Tax Agency for transactions between related persons and entities with respect to the distribution of its products by the Group's international subsidiaries. The last Agreement was signed in 2019 and Almirall, S.A.'s request for renewal of this APA has been approved until 2026.
The tax policy as well as the transfer pricing policy are available to all Almirall employees on the intranet.
Likewise, Almirall's Internal Code of Conduct in the Securities Markets, approved by the Board of Directors in 2007, aims to align the actions of the company, its management bodies, staff and representatives with the rules of conduct applicable to activities related to the securities market. This enables Almirall to ensure a conduct that meets the highest standards of diligence and transparency, minimizing the risks of conflicts of interest and ensuring proper disclosure to investors, which contributes to market integrity.
The regulation also addresses insider dealing, rules of conduct in relation to transferable securities and financial instruments, portfolio management and treasury operations. The Audit Committee is responsible for overseeing effective compliance with the obligations set out in the regulations, and reports annually to the Board of Directors on the measures taken to ensure such compliance.
On the other hand, by ticking the Solidarity Company box, Almirall is involved in social transformation by allocating 0.7% of the full amount of its corporate income tax to finance Third Sector projects, i.e., private organizations dedicated to charitable purposes considered to be of general interest that seek to create a fairer, more equal and inclusive society.
The following tables include information for the year ended 31 December 2023 for all tax jurisdictions in which the entities included in Almirall Group Consolidated Financial Statements are resident for tax purposes. In accordance with tax regulations, the figures presented in this table may differ from those in section 2.4.4 "Pretax net profit by country" due to the elimination of results from valuation adjustments of investments in subsidiaries or the consideration of consolidated results for those companies that consolidate for tax purposes (as is the case of Spanish and US companies):
| Income | ||||||
|---|---|---|---|---|---|---|
| Tax jurisdiction (data in thousands of euros) |
From third parties |
Related parties |
Total | Earnings before tax |
Payments / (Receipts) for company income taxes |
Current income tax expense |
| Austria | 33 | 5,289 | 5,322 | 536 | 106 | 106 |
| Belgium | 4,179 | 1,866 | 6,045 | 368 | 199 | 196 |
| Denmark | 5,123 | 3,597 | 8,720 | 323 | 58 | 74 |
| France | 9,272 | 8,525 | 17,797 | 2,548 | 1,764 | 840 |
| Germany | 151,970 | 74,446 | 226,416 | 50,501 | 14,402 | 15,693 |
| Italy | 25,479 | 19,464 | 44,943 | 10,477 | 4,355 | 4,766 |
| Netherlands | 2,997 | 26,607 | 29,604 | 400 | 40 | 68 |
| Portugal | 1,712 | 2,312 | 4,024 | 421 | 174 | 114 |
| Spain | 447,223 | 442,111 | 889,334 | -42,015 | -6,531 | 61 |
| Switzerland | 47,142 | 40,194 | 87,336 | 45,263 | 10,946 | 7,767 |
| United Kingdom | 28,399 | 7,141 | 35,540 | 1,150 | 86 | 284 |
| United States | 54,631 | 28 | 54,659 | -72,562 | 172 | 217 |
| Others | 35 | 7,169 | 7,204 | 283 | 100 | 81 |
Table 4 Tax information country by country
The reasons for the differences between the recorded company tax expense (effective rate) and the theoretical company tax expense (which would have resulted from applying the nominal rate) are detailed below for those jurisdictions where the difference is most relevant:
In the event of discrepancy, the Spanish language version prevails.
| Tax jurisdiction (data in thousands of euros) |
Share capital |
Unallocated results |
Average number of employees |
Tangible assets (excluding cash) |
|---|---|---|---|---|
| Austria | 36 | 2,252 | 16 | 74 |
| Belgium | 1,203 | 2,741 | 14 | 342 |
| Denmark | 17 | 3,694 | 6 | 720 |
| France | 12,527 | 3,750 | 43 | 2,066 |
| Germany | 25 | 36,761 | 342 | 83,645 |
| Italy | 9,211 | 253,788 | 97 | 2,144 |
| Netherlands | 4,000 | 318 | 9 | 1,694 |
| Portugal | 1,500 | 3,208 | 12 | 296 |
| Spain | 80,861 | 891,574 | 1,290 | 228,939 |
| Switzerland | 901 | 7,350 | 15 | 9,962 |
| United Kingdom | 571 | 13,907 | 32 | 7,352 |
| United States | 0 | -910,029 | 80 | 14,887 |
| Others | 1,493 | 48,018 | 27 | 15 |
Table 5 Financial data by tax jurisdiction
The Total Tax Contribution measures the total impact of a company's tax payments. This assessment is made from the standpoint of the total contribution of taxes paid directly or indirectly to the different administrations as a result of the Company's economic activity.
A distinction is drawn between the taxes that represent a cost to Almirall and the taxes it collects:
With respect to taxes borne, and more specifically to income taxes paid or collected, for the last three years, the information is as follows (the aggregate amounts are not detailed under "Other countries" as they are not individually significant):
| Millions of euros | 2023 | 2024 | ||||
|---|---|---|---|---|---|---|
| Payments/(Charges) by location |
Relating to prior years |
Payments on account for the year |
Total | Relating to prior years |
Payments on account for the year |
Total |
| Spain | -8.0 | 2.9 | -5.1 | -7.3 | 0.0 | -7.3 |
| Germany | -0.2 | 10.8 | 10.6 | 2.4 | 12.1 | 14.5 |
| Italy | 0.5 | 2.2 | 2.7 | 1.0 | 3.3 | 4.3 |
| Switzerland | 1.4 | 2.9 | 4.3 | 7.3 | 3.3 | 10.6 |
| United States | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Other countries | 0.0 | 1.0 | 1.0 | 0.7 | 1.4 | 2.1 |
| Group Total | -6.3 | 19.8 | 13.5 | 4.1 | 20.1 | 24.2 |
Table6 Income tax collected and paid by country
Below is a detail of the pre-tax net profit generated in each of the countries included in the Almirall Group's consolidated group. This net profit has been calculated on the basis of IFRS accounting principles at the individual level, in each of the countries indicated, before incorporating consolidation adjustments, which is why it does not coincide with the net profit or loss for the year attributable to the Parent Company in the consolidated annual accounts:
| Net profit before tax (Thousands of euros) |
2023 | 2024 |
|---|---|---|
| Spain | -53,064 | 187,775 |
| Holland | -168 | 313 |
| Belgium | 276 | 367 |
| Portugal | 291 | 536 |
| United Kingdom | 845 | 1,145 |
| France | 3,690 | 2,586 |
| Poland | 50 | 61 |
| Germany | 46,018 | 50,518 |
| Austria | 439 | 524 |
| Italy | 8,361 | 253,447 |
| Denmark | 294 | 329 |
| United States | -211,642 | -72,965 |
| Switzerland | 42,093 | 45,243 |
| Czech Republic | 48 | 59 |
| Slovak Republic | 23 | 31 |
| Norway | 20 | 28 |
| Sweden | 37 | 39 |
Table 7 Pre-tax net profit by country
The increase in pre-tax net profit in Spain and Italy is mainly due to the distribution of dividends from various subsidiaries of Almirall S.A. (Parent Company of the Almirall Group) in which it has direct and/or indirect shareholdings. The dividend amount is €229 million in Spain and €243 million in Italy. As these dividends are distributions of funds between subsidiaries of the same Group, they have no impact on the Group's pre-tax net profit.
Finally, the reduction in pre-tax losses for the United States is due to lower impairment on investments and intangible assets in 2024 compared to 2023.
Almirall has a Sustainability strategy, in line with its commitment to increase its contribution to society, integrating environmental, social and ethical issues in its decision-making process. The sustainability criteria are present in Almirall's day-to-day activities and at all levels of the company, from the Board of Directors, its Committees and the Management Board to its professional teams, also including all its relationships with stakeholders.
This Sustainability strategy, linked to the Group's Purpose and global strategy integrates ethical, social and environmental issues in its more operational implementation, in close collaboration with its stakeholders, attaining a number of objectives, of which the following are most significant: (i) maximize the creation of shared value for our shareholders and other stakeholders and for society in general; (ii) foster a culture of ethical conduct that increases corporate transparency; (iii) strengthen the company's reputation and external recognition; and (iv) identify, prevent and mitigate any adverse effects that might be caused by its activity.
Almirall's Chief Executive Officer is responsible for internal oversight of all sustainability-related activities and for establishing control and management measures, as well as for reviewing sustainability initiatives and programs. The Sustainability Committee reports directly to him or her. The Audit Committee and, in particular, its Chairman, assume the functions related to oversight of all matters relating to sustainability.
In addition, integrity and transparency are fundamental pieces in the sustainability of the company and are integrated into all its processes and activities. In keeping with its commitment to transparency, Almirall clearly and consistently gathers, builds and provides accurate and complete information that is accessible to all of its stakeholders in order to generate credibility and trust in the company. Furthermore, the company and all its European subsidiaries adhere to the Code of Practice of the European Federation of Pharmaceutical Industries and Associations (EFPIA), as well as those of the corresponding local associations in the European countries
where Almirall operates, such as Farmaindustria in Spain, strictly complying with the applicable legislation in force in each country. In this regard, the company publishes information on payments and value transfers to healthcare professionals or organizations for activities such as consultancy, meetings and advice, in accordance with the corresponding legal provisions. This information is available on the Group's corporate website(www.almirall.com) in the Transparency section.
In July 2024, Almirall's Board of Directors approved an update of the company's Sustainability Policy, the last version of which dated back to 2020. As in recent years, the Chief Executive Officer is responsible for internal oversight in this area. The Corporate Sustainability Committee (formerly known as the Corporate ESG Committee), reporting to the Management Board, is tasked with the following:
Almirall understands Sustainability as the meeting of present needs without compromising the ability of future generations to meet their own needs. In the corporate context, sustainability means that companies should not only focus on financial performance, but also take into account the risks and opportunities associated with the social and environmental impacts they may have on their own operations, those of their subsidiaries and along the entire value chain.
Sustainability is a fundamental pillar of Almirall's strategy to create long-term value and a major factor in the way the company runs its activities and plans to achieve its Purpose of transforming the world of its patients, helping them to realize their hopes and dreams of a healthy life.
In order to achieve the aforementioned objectives, Almirall adopts the following general principles in its sustainability policy:
The policy is available to all staff on the company's intranet and on the corporate website for all other stakeholders.
Considering the current context that Almirall is facing, both from a regulatory and market point of view, based on the results of the double materiality analysis (see section 3.2 "Double materiality assessment" further on) and applying a prospective approach, a new 2030 Sustainability Strategy, called "Act4Impact", which was formulated in 2023, validated by the Audit Committee and approved by the Board of Directors in November 2023. This new strategy, which replaces and expands upon the previous one, is positioned as a fundamental lever to achieve the company's Purpose.
The strategy is structured according to four first-level strategic pillars - Planet, People, Patients and Partners and a fifth cross-cutting pillar - Principles - that governs the way we act in all areas of the company, as shown below:
The Sustainability Strategy, and its work areas and initiatives, are aligned with the Sustainable Development Goals (SDGs) of the United Nations 2030 Agenda, thus confirming the commitment acquired through Almirall's adhesion to the United Nations Global Compact in 2022. Although Almirall's business impacts all 17 SDGs to a greater or lesser extent, we have prioritized those in which our contribution is most significant and where Almirall has the greatest capacity for impact and action, as detailed below, in each of the pillars of our strategy:

The initiatives that are part of this strategy will be key to meeting the commitments acquired through a Sustainability Dashboard that was approved by the Board of Directors in June 2024 and is periodically updated. The remaining sections of this report detail information on achievements and progress in the different working areas of the Sustainability Strategy during 2024.
Almirall has set ambitious sustainability goals that are in line with the United Nations (UN) 2030 Sustainable Development Goals (SDGs) and the Climate Goals of the Paris Agreement.
In defining the sustainability goals, Almirall incorporates the perspective of several key areas to ensure a full alignment with our corporate values and commitments. These goals are developed in collaboration with the heads of strategic areas, who formulate them based on their specialization and technical knowledge, integrating benchmark practices and the views of our stakeholders. Once defined, the proposals go through a rigorous validation process in specific commissions and committees and are then approved by the Board of Directors. Furthermore, a smooth and transparent communication with staff is ensured and they are kept informed through their employee representatives, including the European Works Council. Finally, this process includes a periodic review of the metrics and goals, enabling their continuous adjustment to respond to the needs and expectations of all our stakeholders.
These goals have been defined taking into account a number of issues related to Almirall's products and services, the patients and the geographical areas where we operate.
In the case of products and services, these goals have been set whilst taking into consideration the business as a whole, the patients, therapeutic areas, and the diseases that Almirall focuses on, both because of their high prevalence and because they are diseases that require treatment, such as atopic dermatitis, hidradenitis suppurativa, alopecia areata, vitiligo, psoriasis, (non-melanoma) skin cancer, and rare skin diseases, aware that each of these has a different impact on the attainment of these goals. Likewise, the key regions where the penetration of Almirall's products and services is highest have been identified as Europe, the United States, China, Japan and Australia, which have been taken into account equally when setting the objectives, taking into consideration the potential of these areas to contribute towards them.
Furthermore, the sustainability goals are linked to the variable remuneration of key internal stakeholders, including all members of Almirall's Management Board, the senior leadership, people with direct responsibilities and other relevant stakeholders, both in the short and long term.
With regard to the short-term goals of Almirall's Management Board, that is, for 2024, these are set out in detail below, including an assessment of their level of attainment at the end of 2024:
| What | How | Assessment | ||
|---|---|---|---|---|
| Promote in all • Review and update the 2025-2030 Sustainability areas of the Dashboard approved by the Board of Directors, company the after the first full year of data to assure their internalization and relevance, accuracy and alignment with best execution of the practice. principles and • Overall attainment of the goals set for 2024 that initiatives of the are included in the Sustainability Dashboard. sustainability Maintaining the current level of excellence in strategy approved by the Board of external ESG ratings (Sustainalytics, Ecovadis and Directors. CDP) will modulate the degree of attainment of the 5 rating levels for this goal, as described below in the section on KPIs. |
The results obtained in 2024 for the various indicators do not give rise to concern that the targets set for 2025-2026 will not be met. However, a review and potential update of the indicators and associated targets will be carried out in 2026 to ensure their validity and relevance. Act4Impact, our new 2030 sustainability strategy has been validated by the Corporate Governance Committee, the Management Board, the Sustainability Committee and the Audit Committee, and approved on 8 November 2023 by the Board of Directors. The new Sustainability Dashboard was approved in June 2024 by the Board of Directors and was previously also endorsed by the Sustainability Committee, the Corporate Governance Committee, the Management Board and the Audit Committee. |
|||
| KPIs - • Underperformance: More than 50% of the KPIs included in the Sustainability Dashboard have not reached their 2024 target. • Opportunity for improvement: More than 25% of the KPIs included in the Sustainability Dashboard have not reached their 2024 target. • Targets achieved: All KPIs included in the Sustainability Dashboard have reached their 2024 target. • Exceptional value: More than 25% of the KPIs included in the Sustainability Dashboard have exceeded their 2024 target. |
Assessment of KPIs: As of the closing date of this report, the attainment of the KPIs is as follows for the 15 KPIs that are active on the dashboard for 2024: 10 KPIs (60.7%) have exceeded the target, 3 KPIs (20%) have reached the target and only 1 KPI (6.7%) has failed to reach the target set for 2024. One KPI is pending final calculation (KPI PAT1 - patients impacted by the strategic skin products portfolio), which according to preliminary estimates appears to be below target. As regards maintaining the current level of excellence in external ESG ratings: • Sustainalytics: in 2024, Almirall improved its ESG risk rating by 5% compared to the previous year (16.3 vs. 17.2). Its current rating is "Low Risk". |
Translation of a report originally issued in Spanish.
In the event of discrepancy, the Spanish language version prevails.
| What | How | Assessment |
|---|---|---|
| • Role model: More than 50% of the KPIs included in the Sustainability Dashboard have exceeded their 2024 target. |
• EcoVadis: in 2024, Almirall improved its ESG scoring by 4% (87/100 vs 84/100). We retained the Platinum Medal. • CDP: With regard to the Climate Change evaluation, the results reported during the year 2024 and corresponding to the year 2023 are taken as a reference, in which the A rating has been maintained with respect to the previous evaluation, and in terms of Water Security, it obtains a rating of B in its first year of evaluation (2023). |
|
| Taking into account the results in attaining the defined KPIs compared to the targets set for 2024, as well as the overall improvement of the external ESG ratings, the proposed level of attainment for Management to validate, would be "Exceptional value" or "Model to follow". |
In addition, a new long-term incentive plan (2024-2026) called the Performance Shares Plan, which is available to the company's senior leadership, was adopted in 2024 and includes two objectives linked to sustainability:
The following tables summarize the main projects and initiatives linked to each of the pillars of the Act4Impact strategy and the KPIs included in the Sustainability Dashboard, which will be reviewed periodically to assure its relevance, making the necessary adjustments.
| Ref. | Initiatives | Indicator | 2021 | 2022 | 2023 | Result 2024 | 2024 Target |
2025 Target |
2030 Target |
SDG |
|---|---|---|---|---|---|---|---|---|---|---|
| PLA1 | Net zero emissions strategy: - Decarbonization plan (energy) - Sustainable mobility plan - Neutralization |
% reduction in carbon footprint scopes 1 and 2 |
3% | -9% | 10%1 | 16% | ⩾ 10% | ⩾ 12% | ⩾ 50% | |
| PLA2 | strategy - Supplier engagement program - Decarbonization plan (logistics operators) |
% reduction in carbon footprint scope 3 |
10% | 11% | 4% | 13% | ⩾ 4% | ⩾ 8% | ⩾ 28% |
Table 8 Sustainability Dashboard - Planet
1 In accordance with the calculations detected during the AENOR audit, this result that was reported in the 2023 Statement of Non-Financial Information as 8%, was ultimately 10%.
PLA1: % reduction in carbon footprint scopes 1 and 2: % reduction in carbon footprint in scopes 1 and 2 vs 2019 baseline. PLA2: % reduction in carbon footprint scope 3: % reduction in carbon footprint in scope 3 vs 2019 baseline. People
| Ref. | Indicator | 2021 | 2022 | 2023 | Result 2024 |
2024 Target |
2025 Target |
2030 Target |
SDG | |
|---|---|---|---|---|---|---|---|---|---|---|
| PEO1 | Holistic staff welfare and occupational risk prevention program |
‰ occupational accident incidents rate |
5‰ | 7‰ | 7.7‰ | 4.4‰ | ⩽ 8‰ | ⩽ 7‰ | ||
| PEO2 | Corporate Talent Program and global |
Average no. of hours of training per worker |
11 | 15 | 33 | 36.3 | ⩾ 33 | ⩾ 35 | ⩾ 45 | |
| PEO3 | strategy of the People & Culture Department |
% turnover | 12% | 12% | 10% | 8.9% | ⩽ 10% | |||
| PEO4 | eSat (satisfaction survey) |
N/A | 75 | 77 | 79 | ⩾78 ⩾81 |
||||
| PEO5 | Diversity, equity and inclusion program |
% women in senior leadership |
24% | 36% | 40% | 40% | ⩾ 40% | 45-55% | ||
| PEO6 | % gender pay gap | N/A | -2.9% | -2.5% | -2.7% | +/-2.5% | +/-2% |
Table 9 Sustainability Dashboard - People
PEO1: ‰ occupational accident incidence rate: number of work-related accidents resulting in sick leave per 1,000 workers.
PEO2: # hours of training per employee: annual number of training hours vs average number of employees.
PEO3: % turnover: % annual number of persons leaving vs average annual number of workers.
PEO4: eSAT: % score in the annual culture survey
PEO5: % women in senior leadership: % number of women in grade 11+ (at end of year) vs total number of women and men in grade 11+ (at end of year). PEO6: % reduction in gender pay gap: weighted average per country taking into account the distribution of Equal grades and the weighted average number of workers per country. See further details of calculation in section 5.2.11 of this report.
| Ref. | Initiative | Indicator | 2021 | 2022 | 2023 | Result 2024 |
2024 Target |
SDG |
|---|---|---|---|---|---|---|---|---|
| PAT1 | Program of engagement with patient associations and generation of a patient-focused corporate mindset |
Patients impacted by our dermatological strategic portfolio (x 1,000 patients) |
N/A | N/A | N/A | Not available at the date of preparation of this report |
⩾731 |
Table 10 Sustainability Dashboard - Patients
PAT1: Thousands of patients treated by our strategic dermatology portfolio in one year (in 2024: Ebglyss, Ilumetri, Klisyri and Wynzora)
| Ref. | Initiatives | Indicator | 2021 | 2022 | 2023 | Result 2024 |
2024 Target |
2025 Target |
2030 Target |
|
|---|---|---|---|---|---|---|---|---|---|---|
| PAR1 | Program for | % spending with ESG audited suppliers |
46% | 58% | 59% | 62% | ⩾62% | ⩾64% | ⩾75% | |
| PAR2 | Sustainable Procurement and Supplier |
% spending with suppliers that have accepted the Code of Conduct |
36% | 41% | 54% | 61% | ⩾57% | ⩾60% | ⩾75% | |
| PAR3 | Engagement for carbon footprint reduction |
% emissions with suppliers that have a carbon scorecard |
N/A | N/A | 53% | 57% | ⩾55% | ⩾58% | ⩾69% |
Table 11 Sustainability Dashboard - Partners
PAR1: % spending with ESG audited suppliers: % spending with suppliers for which we have ESG audit results.
PAR2: % spending with suppliers that have accepted the Code of Conduct: % spending with suppliers that have accepted Almirall's Supplier Code of Conduct. PAR3: % emissions with suppliers that have a carbon scorecard: % greenhouse gas emissions from suppliers with a valid Ecovadis carbon scorecard impacting our Scope 3, Cat 1 & 2 carbon footprint
The expenditure referred to in these KPIs is that which is managed by the Global Procurement and External Sites Operations teams
| Ref. | Initiatives | Indicator | 2021 | 2022 | 2023 | Result 2024 |
2024 Target |
2025 Target |
2030 Target |
SDG |
|---|---|---|---|---|---|---|---|---|---|---|
| PRI1 | Diversity and independence in the Board of Directors |
% independent directors on the Board of Directors |
62% | 67% | 67% | 80% | ⩾50% | |||
| PRI2 | % women on the Board of Directors |
31% | 33% | 33% | 40% | ⩾40% | ||||
| PRI3 | Sustainability in governance |
% staff trained in sustainability | - | - | - | KPI not active |
Not applicable |
⩾40% | 100% | |
| PRI4 | Ethical behavior and integrity |
% staff trained in the Code of Ethics |
38% | 85% | 93% | 98% | ⩾95% | 100% |
Table 12 Sustainability Dashboard - Principles
PRI1: % independent directors on the Board of Directors: % number of independent directors on the Board of Directors vs total number of members.
PRI2: % women on the Board of Directors: % number of women on the Board of Directors vs total number of members.
PRI3: % workers trained in Sustainability: % of Almirall workers trained in year n-1 + % of Almirall workers trained in year n. PRI4: % employees trained in the Code of Ethics: % of Almirall workers trained in year n-1 + % of Almirall workers trained in year n.
Almirall, as a pharmaceutical company, faces several future challenges related to sustainability. Some of the most relevant challenges are climate change, scarcity of natural resources, new environmental regulations, working conditions in the supply chain, and the expectations of consumers and patients who demand sustainable products and greater transparency in business practices. The transition to a circular economy, environmental protection and the preservation of biodiversity are also included.
To address these challenges, the company has developed a number of innovative projects and solutions, which are explained in more detail in each section of this report. Some examples are given below:
However, in the future, Almirall must continue to work on other projects and initiatives to address the challenges mentioned above. This includes strengthening practices in order to comply with the new regulations on sustainability and the environment, ensuring that these do not negatively affect market competitiveness. We must continue innovating in products and processes to meet patients' expectations, which means developing more sustainable and effective medicines. Furthermore, it is crucial to develop strategies to integrate sustainability into all phases of research and product development.
In the coming years, continuous training programs for staff must be encouraged, ensuring that they are trained in the latest sustainable practices and emerging technologies. This will not only improve operational efficiency,
but also strengthen the corporate culture around sustainability. The company is also considering increasing its involvement in global initiatives that promote sustainability in the pharmaceutical industry.
In addition, Almirall will continue to invest in the electrification of its vehicle fleet and in the implementation of energy-efficient technologies in its facilities, as planned. These efforts will contribute to reducing the carbon footprint and meeting emission reduction targets. The continuation of projects aimed at the sustainability and resilience of the supply chain is essential for ensuring that all suppliers comply with the standards on sustainability and environmental and social responsibility. In short, a holistic and proactive approach is required in order to meet future challenges, ensuring that sustainability remains as central a component of business strategy as it is today.
In 2024, Almirall received the results of the Sustainability and ESG assessment carried out by EcoVadis, having obtained a score of 87/100, which represents an improvement of more than 4% over the previous year, maintaining the Platinum Medal. Since 2019, we have improved our score by more than 43%, demonstrating ongoing improvement. Compared to the 2023 results, in which Almirall obtained an overall score of 84/100, in 2024 there has been considerable improvement in the areas of "Sustainable Procurement" and "Ethics".
EcoVadis is a universal provider of sustainability and ESG ratings, having assessed over 100,000 companies in over 200 business sectors in more than 180 countries. It is worth noting that Almirall is in the top 1% of companies evaluated by Ecovadis worldwide.
Likewise, in 2024, Almirall's overall ESG management and performance was assessed and rated by other ESG rating agencies and entities. For example, Sustainalytics conducted an assessment of Almirall's environmental, social and governance aspects, awarding an ESG Risk Rating of 16.3, within the Low Risk category. This result slightly improves on the one obtained in 2023, placing Almirall in the Top 4% of companies in the "Pharmaceuticals" business sector top-rated by Sustainalytics, ranking 33 out of 852 companies. Additionally, as of the closing date of this report, Almirall has been included in Sustainalytics' list of companies with the best ESG Risk Rating Scores for 2025. This recognition highlights the leading companies in ESG risk management at global, industry and regional levels. Almirall is on the list of companies with the best ESG Risk Rating Scores by industry, ranking in the top 6.7% of companies with the lowest ESG risk within our peer group.
Sustainalytics, a Morningstar company, provides high-quality environmental, social and corporate governance (ESG) analytical research, ratings and data for institutional investors and companies. Sustainalytics' ESG dashboards provide detailed information on environmental, social and ethical risks in 172 countries, having assessed more than 20,000 companies worldwide.

Almirall has been included in the IBEX ESG index since its creation in October 2023. The IBEX ESG index was created by Bolsas y Mercados Españoles (BME) with the aim of providing independent information to the market on the performance of companies in environmental, social and governance (ESG) aspects. In its initial composition, Almirall was included along with 46 other listed companies and has remained in the first update made by BME in September 2024. The IBEX ESG index selects its constituents according to certain sustainability criteria and is weighted by free float-adjusted capitalization.
Apart from these overall ESG ratings, other specific scores on specific aspects of ESG are listed in this document, e.g., ISO 14001:2015 certification for environmental management, ISO 50001:2018 certification for energy management, ISO 45001:2018 certification for occupational health and safety management, 'Top Employer' certification, CDP score on climate change, etc.
As an exercise in transparency, since 2014, Almirall has reported its environmental performance on climate change to CDP. CDP assesses climate change performance through a form and classifies it into 4 levels, from the most basic level, Disclosure D, to the highest, Leadership A.
It is also broken down into two sub-levels, each level indicating the lowest category with a "-" (as shown in the following picture):

Illustration 1 CDP Ratings
In 2022 and 2023, Almirall achieved the Leadership A- rating, which was revalidated in 2023. On the date of this report, the rating for the year 2024 is not yet available. Of the various dimensions assessed by CDP to obtain our overall rating, Almirall's management of "Objectives" and "Management of scope 1, 2 and 3 emissions" stand out at the Leadership level, while the dimension with the greatest opportunity for improvement is "Emissions reduction initiatives", which is expected to improve as and when all the actions on our roadmap towards zero net emissions are developed and implemented.
| Almirall | 2022 | 2023 | 2024 | ||
|---|---|---|---|---|---|
| CDP score | A- | A- | Not available | ||
| Table 13 Evolution of Almirall's CDP score |
In terms of Water Security, Almirall obtained a B rating in its first year of assessment (2023). In 2024, the CDP questionnaire on water cycle management has been submitted, but the result has not yet been obtained as of the date of preparing this report.
Details of how Almirall interacts with the different stakeholders are set out below:
Almirall uses a variety of communication mechanisms to ensure that administrative, management and supervisory bodies are informed about the views and interests of those stakeholders affected with regards to sustainability-related impacts. These mechanisms include:
In the event of discrepancy, the Spanish language version prevails.
Pharmaceutical Supply Chain Initiative) to jointly address common industry challenges and opportunities and implement best practices.
All the information gathered through these mechanisms is shared with specific Advisory Boards that have been set up for the Planet and People pillars, and is also channeled through the Sustainability Committee, which reviews and discusses the proposed strategies and actions. Ultimately, this information and the actions that can be derived can be prioritized and incorporated into the overall company strategy during its definition and implementation. The final strategy is approved by the Management Board and the Board of Directors, ensuring full alignment with corporate objectives and a strong commitment to sustainability.
Almirall's goal is to minimize impact on the environment and in particular on climate change. As proof of this, the renewal of the revolving credit facility for the amount of 275 million euros was made on the basis of compliance with a series of ratios linked to sustainability that will affect the Parent Company. To this end, different environmental ratios have been included to credit the variable interest rate margin of this loan:
Description of the KPI: Absolute Reduction of Greenhouse Gas Emissions (Scope 1, 2 and 3).
| Description | Base year | 2024 | 2025 | 2026 | ||
|---|---|---|---|---|---|---|
| KPI 1 | CO2e emissions - GHG Reduction vs. Baseline Emissions Inventory Scope 1, 2 and 3 follows the guidelines of the Greenhouse Gas (GHG) Protocol of |
Scope 1 + 2: December 2019: 6.865 (tCO2e) |
-10% | -12% | -18% | |
| the World Business Council for Sustainable Development (WBCSD) and World Resources Institute (WRI). |
Scope 3: December 2019: 162.840 (tCO2e) |
-4% | -8% | -8% |
Description of the KPI: % of greenhouse gas emissions from suppliers with a valid Ecovadis2 carbon rating, impacting the carbon footprint in Scope 3, Categories 1 and 2.
| Description | Base year | 2024 | 2025 | 2026 | |
|---|---|---|---|---|---|
| KPI 2 | Percentage of emissions with suppliers assessed through the EcoVadis platform |
Performance 2023: 53% | 55% | 58% | 60% |
2 The EcoVadis Carbon Rating provides an independent assessment of the carbon management system and performance of suppliers. The score will identify the levels of carbon management performance and show specific strengths and areas for improvement targeted at each level.
In the event of discrepancy, the Spanish language version prevails.
| KPI | 2024 Target | Result 2024 | KPI compliance |
|---|---|---|---|
| KPI 1 | Scope 1 and 2: -10% |
-16% | Yes |
| Scope 3: -4% |
-13% | Yes | |
| KPI 2 | 53% | 57% | Yes |
As at 31 December 2024, all targets set in the revolving credit facility agreement for the various KPIs have been achieved.
The European Commission aims to transform the European Union into a modern, resource-efficient and competitive economy with net zero greenhouse gas emissions by 2050. This goal aligns with global efforts in the midst of a climate crisis. The legally binding Paris Agreement established in 2015 seeks to limit the global temperature increase to less than 2°C above pre-industrial levels, with the aspiration of restricting it to 1.5°C. This requires reductions in greenhouse gas emissions, an enhanced adaptive capacity and the promotion of climate resilience and sustainable development.
In addition to its climate commitments, the European Union seeks to safeguard the natural capital and protect the health and well-being of citizens from environmental risks. The Corporate Sustainability Reporting Directive (CSRD) is central to this effort. This legislation requires improved standards for sustainability reporting by companies, on a par with financial reporting. It aims to improve the transparency and comparability of environmental, social and governance (ESG) performance data, enabling more informed and sustainable decision-making for both investors and stakeholders.
The CSRD requires large companies to disclose detailed information on risks, opportunities and impacts related to ESG issues. This directive introduces the concept of Double Materiality, which considers both the impact of business activities on the environment and society, and the associated financial risks and opportunities, as well as the dependencies between them. Within this regulation topics will be disclosed such as climate change (E1), pollution (E2), water use and marine resources (E3), biodiversity (E4) and the circular economy (E5), as well as social and governance aspects, such as own staff (S1), workers in the value chain (S2), affected communities (S3), consumers and end-users (S4) and business conduct (G1).
The structure of the dissemination of these material topics within the framework of the CSRD is organized around four main areas: Governance, Strategy, Risk Management and Metrics and Targets. This holistic approach ensures that companies not only identify and manage their ESG impacts, but also integrate these considerations into their business strategies and decision-making processes.
For companies such as Almirall, which meet at least two of the following three requirements: having more than 250 employees, a net turnover of more than 50 million euros or assets of more than 25 million euros, the CSRD requires compliance with the directive for reports published in 2025, corresponding to the 2024 financial year.
Double Materiality is an approach that takes into account two essential dimensions when it comes to assessing the relevance of sustainability issues for a company: impact materiality and financial materiality. This concept, fundamental to the CSRD, guides companies in identifying material issues to disclose. Furthermore, it implies that a company must assess both the impacts of its activities on people and the environment (inside-out approach) and the financial effects of sustainability-related risks and opportunities (outside-in approach).
The Double Materiality assessment process is divided into two components. Impact materiality refers to the significant effects, positive or negative, that the company's activities have on the environment and the people along its value chain. This includes both internal operations and interactions with suppliers, customers, partners and local communities. These impacts are identified through a detailed analysis of the company's activities and their environmental and social consequences.
Financial materiality, on the other hand, focuses on the risks and opportunities that sustainability issues present to the company from an economic, compliance and reputational perspective. This covers how environmental, social and corporate governance issues can influence financial performance, market position, company reputation, access to capital and debt markets, and other critical aspects of the business. The assessment considers both current and future risks, whether short-, medium- or long-term.

The results of the Double Materiality assessment are essential to comply with the disclosure requirements of the CSRD. They provide a basis for the company to report on the most relevant material issues, aligning its sustainability practices with regulatory and market expectations. Furthermore, these results help to integrate sustainability into business strategy, improve risk and opportunity management, and strengthen the transparency and confidence of investors and other stakeholders. For Almirall, this practice is fundamental to ensure a sustainable and resilient activity in the sector, aligned with sustainable development objectives and current regulatory requirements.
This assessment also serves to categorize issues that are relevant to Almirall and to determine whether they should be reported. The CSRD structures the contents to be reported in a hierarchical format that includes Topics, Sub-Topics, Sub-Sub-Topics and specific indicators, also known as "Data Points".
This approach facilitates a clear understanding and effective communication on how companies address various aspects of sustainability. Following this structure and with the aim of disseminating the information to be reported with the highest possible granularity, a decision tree logic is used, as shown below. This tree indicates that if a Sub-Sub-Topic is assessed as material, Almirall must report its corresponding Data Points. However, if a Sub-Sub-Topic is assessed as relevant in its financial dimension only, Almirall should only report DPs related to risks and opportunities, but not those related to impact.
Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.

This logic is based on the assessment of IROs (Impacts, Risks and Opportunities) aligned with all Sub-Topics and Sub-Sub-Topics defined by the CSRD. This assessment facilitates the dissemination of the Sub-Sub-Topics and their associated Data Points. As a result, a list is obtained with all the Sub-Topics classified into material and non-material and all the DPs to be reported.
A comprehensive assessment process has been carried out, starting with the value chain analysis and ending with the assessment of all identified IROs. Each stage of this process has been carefully defined and delineated to meet the requirements of the CSRD.

The assessment process includes the following five steps:
In the event of discrepancy, the Spanish language version prevails.
Within the framework established by the CSRD, Almirall's needs have been aligned, adapting certain degrees of adjustment to ensure the reasonableness, tangibility and applicability of the results. Furthermore, the implementation of Double Materiality is not only fundamental for standardizing these results and facilitating comparisons between companies, but also as a tool for understanding the current situation in terms of the company's own sustainability and to establish action plans that promote real changes.
In order to accurately identify the IROs related to Almirall's operations, a value chain analysis was carried out as a first step. This analysis involves mapping the company's main activities, distinguishing between internal and external activities, the locations in which we operate and our main business relationships. The ultimate goal is to validate the extent to which IROs affect the different stages of the value chain, as shown below:

In addition, the assessment of business relationships assumes a critical role, as they often influence the sustainability and ethical implications of a company's operations. Through the analysis of these connections, Almirall can identify potential Risks and Opportunities associated with suppliers, partners and other external entities involved in its value chain.
This analysis serves both to identify areas where sustainability practices can be improved and to identify vulnerabilities where the company's operations could be negatively affected by external factors. In addition, this comprehensive scrutiny helps the company to enforce sustainability standards across its network, ensuring that all business relationships are aligned with the company's sustainability objectives and regulatory requirements.
In the 2023 Double Materiality exercise, a wide range of documentation was collected and analyzed to thoroughly assess and identify key sustainability challenges. This involved the use of supplier questionnaires to measure external business impacts, consultations with investors to understand their perspectives on sustainability priorities, and surveys of Almirall employees to gather internal views and know-how. In addition, internal documentation from partners and other relevant stakeholders was reviewed to ensure a holistic understanding of the environmental, social and governance (ESG) factors influencing the organization. This methodical approach facilitated a sound analysis, aligning the company's sustainability efforts with the expectations and requirements of all key stakeholders.
This Double Materiality exercise carried out in 2024 also involves the systematic identification and assessment of Impacts, Risks and Opportunities, which are essential to understanding both the effects of the external environment on the organization and the impact of the organization on the environment and society. To carry out this exercise effectively, key stakeholders are classified into two main groups:
The following chart illustrates the interconnections between internal stakeholders, external stakeholders and indirect subsidiaries. It also provides detailed information on which stakeholder groups fall into each of these three categories:

Initially, the entire value chain has been mapped to identify how Almirall's operations affect different geographies and stakeholders (internal and external). This comprehensive assessment covers all related activities and business relationships to ensure a comprehensive coverage and understanding of potential impacts at each stage. Subsequently, all identified IROs are mapped to these value chain elements.

The identification of IROs has been carried out at the level of Topic, Sub-Topic and Sub-Sub-Topic to ensure that all sustainability issues specified by the CSRD are covered. In this way, a total of 255 have been identified and mapped within the value chain to identify those activities most likely to be affected by them.
No entity-specific IROs have been identified beyond the Topics established by the ESRS. The number of IROs identified by Topic is shown below.
| Topic | Identified IROs |
|---|---|
| E1 – Climate Change | 33 |
| E2 – Pollution | 14 |
| E3 – Water and marine resources | 12 |
| E4 - Biodiversity and ecosystems | 21 |
| E5 – Circular economy | 23 |
| S1 - Own workforce | 32 |
| S2 – Workers in the value chain | 41 |
| S3 - Affected communities | 17 |
| S4 - Consumers and end-users | 32 |
| G1 - Business conduct | 29 |
| TOTAL | 255 |
In identifying the IROs, special attention has been paid to understanding their interconnections. The process involves an analytical examination of how specific impacts within business operations or external environments are linked to potential risks and opportunities.
In this process Almirall has employed a systematic approach to identify, assess, prioritize and monitor potential and actual impacts on people and the environment. In this way, environmental and social governance standards are met, and their impact on these critical areas is managed proactively.
Once a complete list of all IROs has been compiled, an assessment of the impact materiality and financial materiality of each IRO is carried out. The methodology has been developed to streamline, as far as possible, a process that is qualitative in nature, as set out in the CSRD.
To ensure that the assessment is consistent with Almirall's previously established frameworks, some specific criteria of the risk assessment system already in place in the company have been incorporated into the methodology.
As a result, the assessment of IROs is integrated into the overall risk management process and is used to assess the overall risk profile and risk management processes. Given the relevance of this assessment to the company's strategy and vision, the framework set out in the assessment methodology is also integrated into the overall management process.
Impact materiality is determined as the combination of severity and probability of occurrence. Severity is determined as the combination of scale (magnitude of impact) and scope and, in the case of negative impacts, the extent to which these could be remediated is also included in the assessment. The probability of occurrence is based on a combination of probability and time horizon.
All impact materiality factors are applied identically for all identified Positive and Negative Impacts, except for the scale factor. For Positive Impacts, the Scale assesses the impact of IROs on the magnitude of the Environmental and Social sphere. In the case of Negative Impacts, the Scale includes an additional assessment of their impact on Human Rights (HR). In both cases, the highest value of the two or three assessed quantities is taken. In addition, for each Impact, a binary assessment (YES or NO) is made on its influence along the different stages of the value chain (defined in section 3.2.4).
In the event of discrepancy, the Spanish language version prevails.
Financial materiality is determined as the combination of probability of occurrence and severity. The probability of occurrence is assessed in the same way as for impact materiality. Severity, on the other hand, is determined as the assessment of different magnitudes of complementary scale. These magnitudes have been determined on the basis of Almirall's risk management model and are as follows: Strategic, Operational, Compliance and Reporting.
All financial materiality factors are applied identically for all identified Risks and Opportunities, except for the severity factor. In the case of Opportunities, severity is assessed in the Strategic, Compliance and Reporting magnitudes. For Risks, severity includes an additional assessment of the Operational magnitude. In both cases, the highest rating from among the three or four assessed variables is taken.
In addition, for each Risk and Opportunity, a first binary assessment (YES or NO) is made on its impact along the different stages of the value chain (defined in section 3.2.4). On the other hand, a second qualitative binary assessment (YES or NO) is carried out on the effect of the Risks and Opportunities on different financial magnitudes for Almirall. Based on the CSRD and Almirall's risk management, the following 6 financial magnitudes have been determined: Operational development of the company, financial performance, financial position, cash flow, access to capital and cost of capital.
During the process of assessing IROs, the representativeness of all stakeholders (defined in section 3.2.5) is ensured and the logic behind each of the factors assessed is assured. The assessment is organized by topics and their relevant stakeholder groups to ensure more efficient assessment meetings.
Each stakeholder group preliminarily assesses a specific set of IROs. These preliminary assessments are presented in a focus group meeting, where participants share, discuss and justify their assessments to agree on a consensus score for the factors of each IRO assigned to their group.
To facilitate the assessment process and unify the reasoning behind the scoring of the different factors of the IROs, a set of assessment criteria has been created in the form of headings. These headings set out the scoring ranges for each factor to be assessed and provide detailed descriptions for each range, minimizing subjectivity.
In general terms, the assessment ranges are on a scale of 1 to 10, in line with Almirall's risk management model. These ranges apply to all factors except the time horizon. For the time horizon, a distinction is made between short (up to 1 year), medium (1 to 5 years) and long term (more than 5 years), to which a weighting factor is assigned (100%, 90% and 80%, respectively). In the case of the evaluations on the value chain and on the different financial magnitudes, the general rule is not followed either, using binary evaluations (YES or NO) equivalent to ones and zeros.
Once the individual score has been assigned to each IRO, an aggregate score is calculated for each Sub-topic on impact and financial materiality. The process requires a systematic approach to ensure that each Sub-topic receives an accurate score, reflecting its relevance in terms of impact and financial materiality, and a series of specific steps are followed to ensure consistency and accuracy in the assessment.
As mentioned above, each of the 255 identified IROs is assigned to one of the Sub-topics defined by the CSRD. This relationship enables the scores of the IROs for each Sub-topic to be aggregated, thus obtaining a score for impact materiality and financial materiality, as shown in the diagram below:

This process is based on averaging the scores of all Positive Impacts, Negative Impacts, Opportunities and Risks per Sub-topic, resulting in four individual scores for each Sub-topic. The highest score between the averages of Positive Impacts and Negative Impacts is selected as the final impact materiality score for each Sub-topic. Similarly, the highest score is selected from the averages of Opportunities and Risks as the final financial materiality score for each Sub-topic.
When the final results are obtained, they are examined from various perspectives to ensure a holistic view of Double Materiality. This analysis allows conclusions to be drawn that are more in line with Almirall's reality.
First, a comparison is made between the Double Materiality results of the previous period and those of the current year. The addition of material Sub-topics compared to the previous financial year is based on the acquisition of more clarifying evidence and a more in-depth identification and assessment of the IROs. Improvements in the details, democratization of the assessment process and streamlining of the qualitative assessments are key improvements compared to the 2023 financial year.
Secondly, the material sub-topics are analyzed from a more holistic perspective. The various stages of the assessment process consider the current and anticipated effects of material IROs on the business model, value chain, strategy and decision-making. This approach allows for a multi-dimensional assessment and understanding of how the company has responded or plans to respond to these effects. As a result, the depth of the Double Materiality analysis performed makes it possible to measure the resilience of the strategy and business model in terms of the ability to address material Impacts and Risks and to capitalize on material Opportunities.
| SUB-TOPIC | MATERIALITY |
|---|---|
| Climate Change Adaptation | Impact and financial materiality |
| Climate Change Mitigation | Impact and financial materiality |
| Energy | Impact and financial materiality |
| Air Pollution | Impact Materiality |
| Water Pollution | Impact and financial materiality |
| Pollution of Soil | Financial Materiality |
| Contamination of Living Organisms and Food Resources | Non Material |
| Substances of concern | Non Material |
| Substances of very high concern | Non Material |
| Microplastics | Non Material |
| Water | Impact and financial materiality |
| Marine Resources | Non Material |
| Direct Impact Drivers of Biodiversity Loss | Non Material |
The Double Materiality assessment for each of the sub-topics is detailed below:
| SUB-TOPIC | MATERIALITY |
|---|---|
| Impacts on State of Species | Non Material |
| Impacts on the Extent and Condition of Ecosystems | Impact Materiality |
| Impacts and Dependencies on Ecosystem Services | Non Material |
| Resources inflows, including resource use | Financial Materiality |
| Resource outflows related to products and services | Impact Materiality |
| Waste | Impact Materiality |
| Working conditions | Impact and financial materiality |
| Equal Treatment and Opportunities for All | Impact and financial materiality |
| Other work-related rights | Impact and financial materiality |
| Working conditions | Financial Materiality |
| Equal Treatment and Opportunities for All | Non Material |
| Other work-related rights | Non Material |
| Communities' Economic, Social and Cultural Rights | Non Material |
| Communities' Civil and Political Rights | Non Material |
| Rights of Indigenous Peoples | Non Material |
| Information-Related Impacts on Consumers or End-Users | Impact and financial materiality |
| Personal Safety of Consumers or End-Users | Impact and financial materiality |
| Social Inclusion of Consumers or End-Users | Impact and financial materiality |
| Corporate Culture | Impact and financial materiality |
| Whistleblower Protection | Impact and financial materiality |
| Animal welfare | Financial Materiality |
| Political Engagement and Lobbying Activities | Non Material |
| Management of Relationships with Suppliers including Payment Practices |
Non Material |
| SUB-TOPIC | MATERIALITY | ||
|---|---|---|---|
| Corruption and Bribery | Impact and materiality |
financial |
It is worth noting that in the previous financial year, the Double analysis was carried out on an aggregated basis, that is, at the level of topics, and not at the higher level of granularity applied this year, i.e., the sub-topic level. Sector-specific issues were also included. Therefore, this year we have carried out a mapping between the topics analyzed by Almirall and those officially established by the ESRS, e.g., Pharmacovigilance, which has been assigned to the sub-topic of Personal Safety of Consumers or End-Users.
As for the results of the previous year's Double Materiality analysis, all of the identified material issues remain relevant this year. The main difference is the incorporation of new material topics, thanks to the increased granularity of the analysis. These new topics include issues related to pollution, water, biodiversity, circular economy, workers in the value chain, social inclusion of end-users, whistleblower protection and animal welfare.
Almirall is committed to sustainable development, efficient management of natural resources and pollution prevention. Achieving its goals is as important as the way in which it does so. Its commitment to society includes an environmental policy that guarantees the responsible use of resources, working towards a more sustainable planet.
Almirall has an Occupational Health, Safety and Environment Policy approved in October 2024, which establishes occupational risk prevention and environmental protection, including energy performance, as priority and strategic objectives. The basic principles are:
updated as necessary. Almirall must allocate the appropriate resources to support the effective implementation and continuous improvement of the HSE system and plan the use thereof appropriately.
Respect for the environment is an objective of the company as a whole, and therefore responsibility for its achievement is shared by all Almirall's employees, regardless of their level or role. Efforts in this area extend throughout the Group's value chain.
From an organizational point of view, Almirall has an Environment Team, which reports to the Global Sustainability Executive Director, who, in turn, reports to the Chief People & Culture Officer. This team has three full-time staff members and is complemented in the different areas and work centers by the participation of other collaborators with specific functions assigned to environmental management on with part-time basis.
Almirall has an integrated occupational health and safety, environmental and energy management system. In 2022, Almirall successfully passed the TÜV Rheinland certification audit of the integrated management system, in accordance with international standards ISO 45001:2018, ISO 14001:2015 and ISO 50001:2018, at all its centers in Spain and Germany. In 2024, the second follow-up audit by TÜV Rheinland was conducted with a result of 6 minor non-conformities and 1 major non-conformity for the three standards. The major non-conformity relates to the effective review of actions resulting from the non-conformities.
Almirall has held ISO 14001 certification since 2004 and obtained the certification according to the most recent version of the standard (ISO 14001:2015) in 2018.
Likewise, in relation to energy management, after becoming, in 2013, one of the first pharmaceutical laboratories to obtain ISO 50001:2011 certification, in 2019 the system was adapted and certified in accordance with the new ISO 50001:2018 standard, revalidating the effectiveness of the system put in place.

The scope of the prevention and environmental management system, including energy performance, is as shown on the table below:
| Country | Type of center | Center | Activity | ISO 45001 |
ISO 14001 |
ISO 50001 |
|---|---|---|---|---|---|---|
| Offices Spain R&D Center Chemical Plant Chemical Plant Pharmaceutical Plant |
Headquarters | R&D activities, manufacture of active ingredients, manufacture and marketing of pharmaceutical specialties |
X | X | X | |
| Sales network |
Marketing of pharmaceutical specialties | X | - | - | ||
| Sant Feliu | R&D activities | X | X | X | ||
| Sant Celoni | Manufacture of active ingredients | X | X | X | ||
| Sant Andreu | Manufacture of active ingredients | X | X | X | ||
| Sant Andreu | Manufacture of pharmaceutical specialties | X | X | X | ||
| Germany | Pharmaceutical Plant |
Reinbek | Manufacture of pharmaceutical specialties | X | X | X |
Table 14 Scope of the system for prevention and environmental management, including energy management
The scope of the data reported in sections 4.5 "Water" and 4.7 "Resource use and circular economy" includes the environmental information of Almirall's production centers, the R&D center in Sant Feliu and the headquarters in Barcelona, excluding the international commercial subsidiaries. The excluded scope corresponds to environmental aspects related to the activity in rented premises where Almirall has no
In the event of discrepancy, the Spanish language version prevails.
operational control over them and whose environmental impact is considered insignificant with respect to the rest of Almirall's activity.
In addition to the ISO certifications, Almirall's Barcelona headquarters has attained the Leadership in Energy and Environmental Design (LEED) certification for the Operation and Maintenance (O+M) of existing buildings in the Gold category. This certification values energy and water savings, the minimization of greenhouse gases, the use of environmentally friendly materials and resources, the environmental quality of the interior spaces, as well as the use of sustainable means of transportation by the occupants. In addition, a major project to eliminate greenhouse gas emissions associated with the site's energy sources and to improve energy efficiency, including the replacement of all of the building's natural gas appliances, has been underway since the beginning of 2023. Since March 2024, this headquarter's energy consumption has been exclusively electrical and comes from renewable sources, making it Almirall's first carbon neutral site. On the other hand, the canteen services in Almirall's centers in Spain have obtained certification as sustainable restaurants. The standards necessary to obtain this certificate include seven essential requirements: local purchasing and logistics with low environmental impact, nutritional control of food, waste recycling and revaluation, responsible consumption of resources, reduction of food waste, training and awareness of stakeholders and corporate social responsibility.
Almirall currently has a non-mandatory environmental risk insurance policy for its sites in Spain, with a cover of 10 million euros.
Almirall was not subject to any fines or sanctions for non-compliance with environmental regulations in 2024.
Almirall has established, implemented and updated various due diligence processes and procedures to ensure that the prevention and environmental management system is always adequate and effective. In the following sections, we make reference to each of the environmental management issues. Furthermore, details of the Sustainable Procurement Program are set out in section 2.3 "Sustainable supply chain", and range from the assessment of the environmental impact of the supply of critical materials with the "High-Risk Materials" project, the establishment of policies and processes, as well as sustainability clauses in contracts with suppliers, supplier approval systems and audits.
Reducing the carbon footprint in value chain emissions (upstream/downstream - Scope 3) is one of the priorities of the sustainable procurement program since its first calculation in 2022, which corresponds to October 2021- September 2022.
It is for this reason that Almirall launched the Net Zero project, which has evolved, with respect to Scope 3, into a Supplier Engagement Program with those suppliers that have a high impact on our carbon footprint. Its objectives are to:
Since 2022 we have a new module on the platform of our audit provider that allows us to have more information on the level of maturity of our supplier base in the management of greenhouse gas emissions, where we capture part of the information necessary to adjust our carbon footprint and identify areas for improvement to move towards more optimal levels, prioritizing action plans and training actions with those suppliers that have a greater impact on our carbon footprint in order to reduce it to Almirall's targets for 2030 and 2050.
To be able to measure and monitor the development of the Supplier Engagement Program, the following Carbon Scorecard objective was set.
| Name of the KPI | Description of the KPI | KPI target/year | % reached in 2024 |
|---|---|---|---|
| Suppliers with a valid Carbon | % of greenhouse gas emissions from suppliers with a valid Ecovadis carbon scorecard impacting our Scope 3, |
2024: 55% | 57% |
| Scorecard in ESG audits(*) | Categories 1 & 2 carbon footprint | 2025: 58% |
2026: 60%
Table 15 KPIs Supplier Engagement Program 2024-2026
(*) The reference to "results" refers to supplier evaluations that are 2 years old or less
Similarly, during 2024, we had been working to define an optimal level of "Carbon Perfomance" (management and performance concerning greenhouse gas emissions). In this regard, the attainment of this optimum level is, in Almirall's opinion, linked to the following actions by the suppliers included in Scope 3, categories 1 and 2, with Almirall giving special priority to working with those suppliers that have a greater weight in this scope:
This year, Almirall has taken a significant step towards sustainability by becoming a sponsor of the Energize program. The aim of this program is to increase the adoption of renewable electricity in the pharmaceutical supply chain. Through this initiative, Almirall not only reaffirms its commitment to reducing its carbon footprint, but also supports its suppliers in the transition to more sustainable energy sources.
The Energize program offers Almirall's suppliers the opportunity to participate in a series of educational sessions on renewable energy and provides them with tools for procuring renewable electricity. The program also facilitates the creation of cohorts of renewable energy purchasers, enabling suppliers to join collective efforts to reduce their greenhouse gas emissions. The criteria for the inclusion of suppliers in the program follows the same criteria used in our online audit program, which are shown in point 2.3.3 "Levers and tools for sustainable supply chain management". Since joining the program, Almirall has worked closely with Schneider Electric (the company that designed the program) to ensure an effective implementation and active engagement of its suppliers. To date, numerous suppliers have registered in the program, and training sessions have been held for Almirall's category managers.
This effort is in addition to Almirall's other sustainability initiatives, such as the reduction of energy consumption and the procurement of green electricity with a guarantee of origin.
With this initiative, Almirall not only seeks to reduce its own carbon footprint, but also to lead by example and encourage sustainable practices throughout the pharmaceutical industry.
The European Commission adopted a comprehensive package of measures to help improve the flow of money to sustainable activities throughout the European Union. By enabling investments to be redirected towards more sustainable technologies and businesses, these measures will contribute to making Europe climate neutral by 2050. One of these measures is the Taxonomy Regulation, Regulation (EU) 2020/852, which was followed by two Delegated Regulations complementing the previous one. On the one hand, Delegated Regulation 2021/2139 of 4 June 2021, which established a list of economic activities that contribute substantially to the objectives of climate change mitigation and adaptation and do not cause significant damage to other environmental objectives. On the other hand, the Delegated Regulation of 6 July 2021 described the different key indicators to be reported by companies subject to the obligation to publish Non-Financial Statements in accordance with Articles 19 bis and 29 bis of Directive 2013/34. Thanks to these, a system of classification of sustainable economic activities was set up, where what is and what is not sustainable is defined on the basis of objective criteria. In this way, a common language is built for investors and companies that drives, on the one hand, investments towards more sustainable technologies and companies with a substantial positive impact on climate and the environment, and on the other hand, the fulfilment of the EU's climate goals, the Paris Agreement and the UN Sustainable Development Goals.
Ultimately, the Taxonomy establishes a set of harmonized criteria for determining whether an activity is sustainable, taking into account existing market practices and the initiatives and advice of a group of technical experts, thus laying the groundwork for the development of a set of standards and labels for sustainable financial products.
The European taxonomy established six environmental objectives to identify environmentally sustainable economic activities:
The Taxonomy establishes two criteria for analysis:
The Regulation also establishes that three economic indicators must be reported: the percentage that eligible or aligned activities represent of total net sales, CAPEX and OPEX.
As of 1 January 2025 (for the 2024 reference period), all activities eligible under the six environmental objectives, as well as the alignment of all activities, must be reported.
As of 1 January 2024 (for the reference period 2023) it was necessary to report all activities eligible under the six environmental objectives, but only the alignment of the first two, since the delegated acts for the remaining 4 were published in 2023.
For this reason, certain figures are not available for some years in the KPI tables for the different activities at the end of this section.
As a result of the analysis carried out by Almirall's Management with the different areas of responsibility of the Group, the following eligible activities have been identified:
| Environmental objective | Eligible activity |
|---|---|
| Climate change mitigation. | 7.6. Installation, maintenance and repair of renewable energy technologies |
| Pollution prevention and control. | 1.1. Manufacture of active pharmaceutical ingredients (APIs) or active substances |
| Pollution prevention and control. | 1.2. Drug manufacturing |
Table 16 Eligible activities at Almirall
Group has two pharmaceutical plants, one located in Spain (Sant Andreu de la Barca) and the other in Germany (Reinbek), but it should be noted that part of the products are manufactured by third parties.
For the rest of the environmental objectives, no eligible activities have been identified.
The analysis of the alignment of activities has been carried out considering the information provided by different Group departments, located in the different business areas. Following the process of identification of eligible activities, the following have been analyzed:
In accordance with the annexes of the Delegated Regulation, for each KPI linked to an eligible activity during the 2024 financial year, compliance with the requirements ("technical selection criteria") set out in these annexes for each activity has been analyzed. In this regard:
The Minimum Social Safeguards are set out in Article 18 of the delegated Regulation 2020/852, which states:
In this respect, the requirements are grouped under four main thematic blocks: Human Rights, Corruption, Taxation and Fair Competition.
To facilitate the understanding of the figures reported in this report and their consistency with the Notes to the consolidated annual accounts, below is a breakdown of what is included in the denominator of each KPI, as well as the calculation of each of the %.
In the event of discrepancy, the Spanish language version prevails.
The following tables detail the composition of the OPEX and CAPEX denominators, which are common to the three eligible activities:
| Thousands of euros | Reference | 2023 | 2024 |
|---|---|---|---|
| (+) R&D activities | Note 22 | 66,908 | 79,005 |
| (+) Leases and fees | Note 22 | 39,672 | 54,949 |
| (+) Repairs and maintenance | Note 22 | 23,225 | 22,002 |
| (-) Royalties | Note 22 | -25,913 | -39,755 |
| Total taxonomic OPEX | 103,892 | 116,201 |
| Thousands of euros | Reference | 2023 | 2024 |
|---|---|---|---|
| (+) Additions to intangible assets | Note 9 | 211,886 | 99,778 |
| (+) Additions to rights of use | Note 10 | 10,353 | 8,173 |
| (+) Additions to property, plant and equipment | Note 11 | 33,499 | 29,835 |
| Total CAPEX | 255,738 | 137,786 |
Table 17 Taxonomic OpEx and Group CapEx
The net sales figure coincides directly with that of the consolidated profit and loss statement, but it is only used for the activities of "Manufacture of active pharmaceutical ingredients (API) or active substances" and "Manufacture of drugs".
The data for calculating the KPIs are extracted from the Group's accounting records, with the additional details that the analytical system makes possible, of separating the information by areas of responsibility, type of product or geographical area, among others. The information presented is prepared by applying consolidation criteria and under IFRS and therefore does not include transactions between the various legal entities that make up the Almirall Group. The % of eligibility for each of the activities is detailed below:
| Installation, maintenance and repair of renewable energy technologies (Thousands of euros) |
2023 | 2024 | |
|---|---|---|---|
| Turnover from the activity (a) | 0 | 0 | |
| Turnover (b) | 894,516 | 985,721 | |
| KPI Revenue (a) / (b) | 0.00% | 0.00% | |
| CAPEX of the activity (c) | 1,360 | 891 | |
| CAPEX (d) | 255,738 | 137,786 | |
| KPI CAPEX (c) / (d) | 0.53% | 0.65% | |
| OPEX of the activity (e) | 31 | 6 | |
| Taxonomic OPEX (f) | 103,892 | 116,201 | |
| KPI OPEX (e) / (f) | 0.03% | 0.01% |
Table 18 KPIs for eligible activity 1
| Manufacture of active pharmaceutical ingredients (APIs) or active substances (Thousands of euros) |
2023 | 2024 | |
|---|---|---|---|
| Turnover from the activity (a) | 6,686 | 10,266 | |
| Turnover (b) | 894,516 | 985,721 | |
| KPI Revenue (a) / (b) | 0.75% | 1.04% | |
| CAPEX of the activity (c) | 4,832 | 2,502 | |
| CAPEX (d) | 255,738 | 137,786 | |
| KPI CAPEX (c) / (d) | 1.89% | 1.82% | |
| OPEX of the activity (e) | 5,482 | 3,553 | |
| Taxonomic OPEX (f) | 103,892 | 116,201 | |
| KPI OPEX (e) / (f) | 5.28% | 3.06% |
Table 19 KPIs for eligible activity 2
| Drug manufacturing (Thousands of euros) |
2023 | 2024 |
|---|---|---|
| Turnover from the activity (a) | 590,912 | 715,023 |
| Turnover (b) | 894,516 | 985,721 |
| KPI Revenue (a) / (b) | 66.06% | 72.54% |
| CAPEX of the activity (c) | 18,618 | 21,183 |
| CAPEX (d) | 255,738 | 137,786 |
| KPI CAPEX (c) / (d) | 7.28% | 15.37% |
| OPEX of the activity (e) | 13,411 | 14,590 |
| Taxonomic OPEX (f) | 103,892 | 116,201 |
| KPI OPEX (e) / (f) | 12.91% | 12.56% |
Table 20 KPIs for eligible activity 3
The standard tables required by the European Commission regulation can be found at 7.2 "Tables of indicators of economic activities that comply with EU taxonomy".
In terms of climate change risk management and strategy, Almirall is aligned with the TCFD (Task Force on Climate-related Financial Disclosures) guidelines. The sections below explain how this has been approached in each of its 4 areas: governance, strategy, risk management and metrics and targets.
Corporate governance plays a key role in Almirall's climate strategy, fulfilling responsibilities towards all stakeholders. Sustainability principles are formally integrated into the company's strategic objectives, reflecting a strong commitment that extends from Senior Management to the Board of Directors, which approves and validates the sustainability strategy, the key performance indicators (KPIs) and their annualized targets.
The responsibilities of corporate governance in the area of sustainability, including climate change management, are detailed in section 2.1 "Corporate Governance" of this report. In 2024, a new long-term incentive model for senior management, called the Performance Shares Plan (PSP), was set up, aligning its objectives with the corporate strategic objectives. This plan includes for the first time targets related to sustainability and consists of CO2 emission reduction targets. The weight of the objectives of these plans linked to climate change represents 7.5% of the total. For more details on incentives, including those of the Management Board, see section 3.1.4 "Sustainability and ESG goals; initiatives and projects".
Almirall integrates climate change risks and opportunities into its corporate risk management process. The company is committed to identifying, assessing and monitoring these risks and opportunities by means of an integrated, multidisciplinary process. For more details on the methodology used in the analysis of Double Materiality and the identification of Impacts, Risks and Opportunities, see section 3.2 "Double materiality assessment" of this report. In 2024, Almirall's Double Materiality analysis made it possible to identify and update the key climate impacts, risks and opportunities in its value chain, covering physical and transition risks both in its operations and along the value chain; detailed below.
The Governance Committee is responsible for the supervision and control of the risk management system, as well as for the control and monitoring of the implementation of action plans to mitigate the risks. The Executive Director Internal Audit reports the relevant risks of the company to the Audit Committee and the Board of Directors. The company's risk map is updated at least annually. The CEO and the members of the management committee are responsible for the execution and implementation of the annual risk map as well as the risk mitigation action plans.
Almirall has conducted a preliminary quantitative analysis of the most significant risks and opportunities of climate change, estimating the financial implications for the business. This analysis includes:
The following time frames have also been determined:
Almirall is currently conducting a quantitative risk analysis that will make it possible to meet the deadlines set forth in the CSRD, using the scenario analysis methodology. For the physical scenarios, Almirall has considered the so-called Representative Concentration Trajectories (RCP) 4.5 and RCP 8.5 to explore physical risks such as floods, water shortages, extreme weather events or temperature increases. To measure transition risks, Almirall has considered adopting two scenarios; a scenario aligned with current global SPS commitments (between 2.7 and 3.3°C) and a low-carbon scenario, namely the SDS sustainable development scenario (1.5°C).
In 2024, Almirall's Double Materiality analysis made it possible to identify and update the key climate impacts, risks and opportunities in its value chain, covering physical and transition risks both in its operations and along the value chain. The most relevant risks, opportunities and impacts have been highlighted.
projects, strengthening the company's competitiveness and its image amongst investors and shareholders.
Almirall plans to conduct an analysis of its climate resilience once the analysis of the financial impact of its risks has been completed. It should be noted that the main physical risks identified are associated with interruptions to the supply of products or raw materials. This risk is identified in the risk mitigation plan for strategic products which, among other actions, contemplates having a dual source of supply for all products identified as critical.
Almirall's transition plan includes past, present and future actions to ensure that its strategy, business model and financial planning are compatible with the transition to a sustainable economy, the global warming limit of 1.5°C and achieving climate neutrality by 2050.
With regards to the information that the European Sustainability Reporting Standards (ESRS) require about the transition plan to mitigate the impact of climate change, it should be pointed out that:
explained in section 4.3.5 "Actions and resources in relation to climate change policies and Targets related to climate change mitigation and adaptation" of this report.
Almirall has various policies in place to address the impacts, risks and opportunities related to climate change mitigation and adaptation. The company's Sustainability Policy and the Corporate Health, Safety and Environment Policy establish the basic principles and commitments of the company with regards to the pursuit of sustainable development and the prevention of and adaptation to climate change. This is achieved through programs to reduce greenhouse gas emissions, aligned with the 1.5°C climate threshold, efficient and sustainable resource management, the use of renewable energy and support for the procurement of energyefficient products and services that impact energy efficiency, as well as programs to support design activities that consider improving energy efficiency, amongst others.
The company's programs are in line with its science-based net zero emissions strategy, the United Nations 2030 Sustainable Development Goals (SDGs) of Affordable and Clean Energy (SDG 7) and Climate Action (SDG 13) and the Climate Goals of the Paris Agreement.
These policies apply to all of Almirall's operations, including all of its legal entities and all workers involved in the relevant activity or site. They cover all of the Group's activities and locations, promoting practices that contribute to environmental sustainability along the entire value chain.
The Corporate Sustainability Committee, which reports directly to the Management Board, is responsible for ensuring the integration of these policies in all of the Group's areas. In turn, the CEO must approve the various initiatives and the Global Sustainability Executive Director is responsible for overseeing sustainability issues in coordination with the other departments.
The policies were developed taking into account the interests of staff, customers and local communities, ensuring an active participation and transparent communication on environmental and sustainability issues. The policies are available on the company's intranet, ensuring that stakeholders have access to information on how the company is addressing climate change challenges.
This approach to policies reflects Almirall's ongoing commitment to environmental sustainability practices and highlights the company's proactive measures to addressing climate change through a comprehensive and effective policy.
In the event of discrepancy, the Spanish language version prevails.
Following a GHG emissions reduction in the 2014-2021 period of 39% for Scope 1 and 2 emissions, in 2022 Almirall's Board of Directors approved ambitious GHG emissions reduction targets aligned with the Paris Agreement commitments, which were validated by the Science Based Target initiative (SBTI) in June 2023. The validated short- and long-term science-based targets (SBTs) aligned with a 1.5°C scenario are as follows:
Almirall is committed to:
For the short-term targets with a time horizon of 2030, an intermediate target has been set to 2025, as indicated in the approved Sustainability Dashboard for the environment. To achieve the targets, a road map and the main strategic lines to be followed have been defined.
Almirall is committed to reducing its absolute scope 1,2 and 3 GHG emissions by 90% by 2050 compared to the base year 2019.
Almirall is committed to achieving net zero emissions across the value chain by 2050. Almirall is not currently considering the use of carbon credits to meet the short-term target, reserving this option only for achieving net zero emissions.
In addition to these objectives, an intermediate target has been set for 2025, as indicated in the approved Sustainability Dashboard.
In order to achieve the objectives, Almirall has developed a program known internally as Net Zero within the 2030 Act4Impact-Planet strategy, which develops and implements the roadmap of actions necessary to attain the objectives.
In summary, the decarbonization targets and levers are shown below, as well as their estimated quantitative contribution broken down by Scope 1-2 and 3, aligned to our science-based targets. It also includes the capex associated with the projects envisaged for attaining the projects. The amounts of capex associated with climate change mitigation actions are not material to the Group's capex and so for this reason also cannot be reconciled with the Group's Consolidated Financial Statements.
| Target reduction goals | 2019 (Base year) |
2025 | 2030 | 2050 |
|---|---|---|---|---|
| Scope 1 and 2 GHG emissions (t CO2e) | 6,864.6 | 5,354.4 | 3,432.3 | 686.5 |
| Scope 1 and 2 GHG emission reduction ratio (%) | 0 | ⩾ 12% | ⩾ 50% | ⩾ 90% |
| Climate change mitigation actions | 2019-2021 | 2023-2025 | 2026-2028 | 2029-2030 |
| Energy efficiency and consumption reduction (tCO2e) | 423.3 | 347.1 | 0 | 0 |
| Fuel substitution (t CO2e) | 0 | 0 | 218.1 | 0 |
| Electrification in installations (t CO2e) | 0 | 1,545.6 | 857.7 | 0 |
| Hybridization/Electrification of vehicle fleet (t CO2e) | 0 | 0 | 470.2 | 509.4 |
| Installed solar photovoltaic power (kWp) at the end of the period | 712.8 | 3,796 | 3,850 | 3,850 |
| Percentage of renewable electricity consumed | 100% | 100% | 100% | 100% |
| CAPEX (€ thousand) | Not calculated |
10,308 | 2,526 | Not defined |
Table 21 Scope 1 and 2 emission reduction targets and actions
For the 2019-21 period the reduction associated with energy efficiency and consumption reduction has been calculated with the actual values of effective reduction, as well as the annual self-generated power from
photovoltaic panels. Years 2022 and 2023 year have been excluded from this period as it is not representative at the energy level due to the temporary stoppage of production at the Sant Celoni chemical plant.
Emission reductions associated with energy efficiency, fuel substitution and electrification projects in downstream installations are based on the estimated reduction of the projects.
Emission reductions from the vehicle fleet have been estimated based on the policy projection, which estimates a 24% reduction in 2027 and a 50% reduction in 2030. This initiative has no CAPEX associated with it, only OPEX.
The incremental financial CAPEX could not be calculated because of the complexity entailed, but corresponds to the total investment cost.
| Target reduction goals | 2019 (Base year) |
2025 2030 |
2050 | |
|---|---|---|---|---|
| Scope 3 GHG emissions (t CO2e) | 162,839.7 | 149,812.5 | 117,244.6 | 16,284.0 |
| Scope 3 GHG emission reduction ratio (%) | - | ⩾ 8% | ⩾ 28% | ⩾ 90% |
Table 22 Scope 3 emission reduction targets
| Climate change mitigation actions | 2019-2025 | 2026-2030 |
|---|---|---|
| Emissions from goods and services Cat.1 (t CO2e) | 20,942 | 24,653 |
| Emissions from transport and distribution Cat.4 (t CO2e) | 350 | 1,638 |
| Replacing air shipments with sea shipments (t CO2e) | 250 | 0 |
| Bi-fuel use in road transport (t CO2e) | 150 | 0 |
| Emissions from business travel Cat.6 (t CO2e) | 0 | 6,298 |
| Emissions from employee commuting Cat.7 (t CO2e) | 0 | 788 |
Table 23 Scope 3 emission reduction actions
The reduction of emissions from goods and services associated with the 2019-25 period has been calculated as the actual difference between emissions in 2024 vs 2019 and, for the 2026-30 period, as the difference between 2024 up to the target reduction of 2030, as it has not been possible to quantify the impact of the Supplier Engagement Program through concrete actions.
For category 4 transport and distribution, reductions have been calculated in specific actions and the 2026-30 forecast is accounted for as a reduction of the internal target by 2030.
For categories 6 and 7, Business Travel and Employee Commuting respectively, no reduction actions have been accounted for in the 2019-25 period, and therefore the internal reduction target by 2030 is accounted for as a 2026-30 reduction.
Below is a summary of the main initiatives implemented in 2024 associated with the actions:
In relation to Scope 1 and 2 emissions, they are divided into those related to energy and those related to the vehicle fleet. The energy-related initiatives include the following:
building's kitchen operates with electrical, and specifically Variocooking, equipment. As a result, as of March 2024, the building has been operating without natural gas.
On the other hand, initiatives related to the vehicle fleet are as follows:
For Scope 3 emissions, the initiatives are divided into those related to the purchase of goods and services, upstream transport and distribution, on the one hand, and those related to employee commuting on the other. The first include the following:
In relation to the transport of goods managed by Almirall, the following stand out:
On the other hand, in relation to employee commuting, the following stand out:
Energy efficiency has been a pillar of the company's environmental strategy. In 2013, Almirall was already a pioneer in the chemical-pharmaceutical industry for implementing and certifying its energy management system in accordance with the international standard ISO 50001:2011 and, in 2019, adapting to the revision of the
ISO50001:2018 standard. Almirall has developed a "2012-2030 efficiency plan" that aims to reduce energy consumption by 35% in 2030 compared to 2011.
Almirall's energy efficiency model is based on the iterative search for projects and new technologies, applied progressively according to the needs of each site.
In this way, the company has implemented innovative technologies such as magnetic levitation and highcompression water mist humidification. These technologies make it possible to reduce energy consumption in compressors for refrigeration equipment and in traditional evaporative resistance and/or electrolysis systems, respectively. Since 2017, photovoltaic panels have been progressively installed at all of its sites for the selfgeneration of renewable electricity. After adopting a commitment to reduce its greenhouse gas emissions by 50% compared to the 2019 base year, Almirall has planned an energy transition until 2030 to massively electrify its facilities, partially or totally eliminating the use of natural gas.
Currently, Almirall's main sources of energy consumption are electricity (56%) and natural gas (44%). With regard to electricity consumption, 100% of the electricity consumed in the Spanish and German centers comes from renewable sources with Guarantee of Origin. Almirall is committed not only to purchasing green energy with a Guarantee of Origin, but also to purchasing renewable electricity through a long-term renewable energy purchase agreement (PPA) as of 2023 and onsite solar self-generation.
The company installed solar panels at its Sant Celoni and Sant Andreu de la Barca centers in 2017 and 2019, respectively. In 2022, two new photovoltaic plants were commissioned, one at the company's headquarters and the other at the R&D center in Sant Feliu de Llobregat. In 2023, the capacity of the photovoltaic plants in Sant Celoni and Sant Andreu de la Barca (Phase I) was increased and, in 2024, the photovoltaic plant in Sant Andreu de la Barca (Phase II) was expanded again and photovoltaic panels were installed in Reinbek. With these installations, Almirall reduced the company's grid dependence by 2,807 MWh in 2024, that being 11% of Almirall's total electricity consumption.
Furthermore, in 2025, the company plans to expand the existing photovoltaic plant of Sant Andreu de la Barca (Phase III).
The reduction in energy consumption compared to 2011 is 27%. However, the aggregate energy consumption in 2024 increased by 3% compared to 2023 due to the fact that the Sant Celoni chemical plant was operating all year round, unlike in 2023. To a lesser extent, the Sant Andreu pharmaceutical plant also contributed to the increase in consumption, increasing its production by 14% compared to the previous year. The rest of the sites continue to reduce their energy consumption through energy efficiency and decarbonization measures.
| Energy consumption and energy mix | 2022 | 2023 | 2024 |
|---|---|---|---|
| (1) Fuel consumption from natural gas (MWh) | 20,579 | 19,413 | 20,282 |
| (2) Fuel consumption from diesel oil (MWh) | 30 | 36 | 27 |
| (3) Fuel consumption from LPG (MWh) | 23 | 33 | 19 |
| (4) Total fossil fuel consumption (MWh) (sum of 1-3) | 20,632 | 19,482 | 20,328 |
| Share of fossil sources in total energy consumption (%) | 44% | 43% | 44% |
| (5) Consumption of electricity acquired from renewable sources (MWh) | 24,494 | 23,416 | 23,123 |
| (6) Self-produced renewable electricity consumption (MWh) | 1,721 | 2,049 | 2,807 |
| (7) Total renewable energy consumption (MWh) (sum of 5-6) | 26,215 | 25,465 | 25,930 |
| Share of renewable sources in total energy consumption (%) | 56% | 57% | 56% |
| Total energy consumption (MWh) (sum 4 and 7) | 46,847 | 44,947 | 46,258 |
Table 24 Energy consumption and energy mix for the 2022-2024 period
Natural gas is expressed in energy terms according to HCV (Higher Calorific Value). LPG and diesel consumption are obtained from invoices in units of liters and kg respectively, which are expressed in energy terms according to HCV. The conversion factors used are from the "Guia de càlcul d'emissions de gasos amb efecte d'hivernacle (GEH)" published annually by the OCCC (Oficina de Canvi Climàtic de Catalunya).
The energy intensity indicator is reported in accordance with ESRS E1 Climate Change for activities with a high impact on climate change. Almirall has the CNAE code 4646 - Wholesale trade of pharmaceutical products, which falls within the group "G: Wholesale and Retail Trade; Repair of Motor Vehicles and Motorcycle", considered as a sector with activities with high impact on climate change. Net income corresponds to the net turnover in the Group's consolidated income statement.
| Energy intensity vs. net revenues | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total energy consumed vs Net revenues (MWh/€M) | 53.3 | 50.2 | 46.9 |
The greenhouse gas (GHG) inventory was conducted following the Greenhouse Gas (GHG) Protocol guidelines for Scope 1 and 2 emissions, produced by the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI).
The Scope 3 greenhouse gas inventory was conducted in accordance with the GHG protocol (GHG Protocol Scope 3 Emissions) of the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI). The categories are calculated according to the "GHG Protocol Corporate Value Chain (Scope 3) Standard". This protocol categorizes Scope 3 emissions into 15 subcategories.
To enhance the transparency and credibility of the GHG emissions inventory and ensure a robust calculation methodology, the calculation of GHG emissions is verified annually by the certification body AENOR. GHG emissions for the year 2023 have been updated in this report following verification in April 2024.
The calculation of Almirall's greenhouse gas emissions includes all emissions generated by the Almirall Group. However, the Scope 1 and 2 emissions resulting from premises leased for the activity of Almirall's international subsidiaries are excluded due to the difficulty of obtaining quality data and because of their low representativeness in the total emissions, which is less than 1%. These emissions have been estimated based on the consumption of the Barcelona headquarters.
Scope 3 emissions from category 4 (upstream transport and distribution associated with the transport of raw material), whose emissions in category 1 have been calculated using the primary data in kg, have also been excluded from the calculation. The estimate of these emissions for 2019 and 2021 represents less than 1% of the Almirall Group's total carbon footprint.
Of the 15 scope 3 categories, it has been substantiated that the following categories do not need to be calculated:
| 2019 (Base year) |
2022 | 2023 3 | 2024 | Var. 2024 vs 2023 |
|
|---|---|---|---|---|---|
| Scope 1: GHG emissions (t CO2eq) | |||||
| Scope 1 Gross GHG emissions | 6,864 | 7,449 | 6,154 | 5,742 | -7% |
| Percentage of Scope 1 GHG emissions from regulated emissions trading schemes (%) | 0% | 0% | 0% | 0% | N/A |
| Emissions from natural gas consumption | 4,062 | 3,780 | 3,541 | 3,687 | 4% |
| Emissions due to fuel and/or energy consumption by the vehicle fleet | 1,959 | 2,003 | 1,816 | 1,582 | -13% |
| Other emission sources (leakage of refrigerant gases, process emissions or other small emission sources) |
843 | 1,666 | 797 | 473 | -41% |
| Scope 2 GHG emissions (t CO2eq) | |||||
| Gross location-based Scope 2 GHG emissions | 6,305 | 4,543 | 4,868 | 3,752 | -23% |
| Gross market-based Scope 2 GHG emissions | 0 | 0 | 0 | 0 | N/A |
3 The GHG emissions for 2023 have been revised with respect to the values presented in the 2023 report to align with the GHG verification carried out in April 2024, subsequent to the publication of the 2023 report. The differences found are 2.6% for scope 1, 0.4% for market-based scope 2 and 0.1% for scope 3.
In the event of discrepancy, the Spanish language version prevails.
| 2023 3 2022 2024 2024 vs (Base 2023 year) Scope 3 significant GHG emissions (t CO2e) Total gross indirect GHG emissions (Scope 3) 162,838 145,483 156,670 141,899 -9% 1 Purchased goods and services 146,940 132,743 141,310 124,321 -12% 2 Capital goods 826 1,370 1,740 2,041 17% 3 Fuel and energy-related activities (not included in Scope 1 or Scope 2) 2,294 2,290 2,067 2,047 -1% 4 Upstream transportation and distribution 1,988 1,753 1,640 2,003 22% 5 Waste generated in operations 1,711 1,140 794 963 21% 6 Business travel 6,298 3,681 6,109 7,429 22% 7 Employee commuting 788 715 1,187 1,259 6% 8 Upstream leased assets 109 63 46 116 150% 9 Downstream transportation and distribution 113 152 139 142 2% 10 Processing of sold products 389 330 354 417 18% 11 Use of sold products N/A N/A N/A N/A N/A 12 End-of-life treatment of sold products 1,382 1,246 1,284 1,161 -10% 13 Downstream leased assets N/A N/A N/A N/A N/A 14 Franchises N/A N/A N/A N/A N/A 15 Investments N/A N/A N/A N/A N/A Total GHG emissions (location-based) (t CO2e) 176,007 157,473 167,692 151,393 -10% Total (market-based) GHG emissions (t CO2e) 169,702 152,930 162,824 147,641 -9% GHG emissions (t CO2e)/Net revenue (€M)4 198 177 182 150 -18% |
2019 | Var. | |||||||
|---|---|---|---|---|---|---|---|---|---|
The origin of the emission factors used for the calculation of Scope 1 and 2 emissions is as follows:
The origin of the emission factors used for the calculation of Scope 3 emissions is as follows:
4 Net income corresponds to the net turnover in the Group's consolidated income statement
In the event of discrepancy, the Spanish language version prevails.
| 2019 2024 2025 2030 (Base year) |
Annual percentage/base year |
||||||
|---|---|---|---|---|---|---|---|
| Indicators | Milestones and target years | ||||||
| Gross market-based Scope 1 and 2 GHG emissions (t CO2e) |
6,865 | 5,741 | ⩾ 12% | ⩾ 50% | 16% | ||
| Total gross indirect GHG emissions (Scope 3) (t CO2e) |
162.84 | 141,898 | ⩾ 8% | ⩾ 28% | 13% |
Table 26 GHG reduction milestones and target years for the 2019-2030 period
The previous tables show the evolution of GHG emissions for scope 1, 2 and 3 for the period 2019-2024. The base year for the emissions reduction targets is 2019, defined following the Science-based Target Initiative recommendations, selecting the most recent year with verifiable and representative data of a typical GHG emissions profile for the company. GHG emissions for 2019 are calculated on a calendar year basis (from 1 January to 31 December). Beginning in 2022, it is calculated from the last quarter of the previous year to the end of the third quarter of the reported year, i.e., the 2024 data covers 1 October 2023 to 30 September 2024. It is done in this way since, due to the complexity of the calculation, it is not feasible to perform it in sufficient time for the date of submission of this report. The 2023 emissions were verified in April 2024.
With regards to the market-based Scope 1 and 2 emissions reduction target, in 2024 Almirall reduced emissions by 16% compared to the base year thanks to the reduction of natural gas consumption, which was mainly due to energy efficiency actions as well as the reduction of refrigerant gas leaks and their associated impact, through better management and the progressive change of refrigeration equipment. The reduction in vehicle fleet emissions as a result of the circumstantial reduction of the fleet in the USA also contributed. It should be noted that a recovery is expected in the coming years, but from 2025 onwards the reduction indicated in the sustainable mobility policy will start to have an impact. The policy's roadmap considers a first period from 2024 to 2027 by the end of which a 24% reduction of emissions is expected and a second period from 2028 to 2030 by the end of which a 50% reduction of total emissions is expected. The reduction in 2024 was higher than the set target of 10%, due to a higher-than-projected reduction of refrigerant gases and the effect of the vehicle fleet reduction.
For Scope 3 emissions, it should be noted that the calculation method for each category is specific to the availability of data. Most of the categories use a hybrid method of calculation, where priority is given in this order: first, data supplied by suppliers is taken into account. If these are not available, the calculation of emissions is made based on primary data, and if this is not possible, the calculation is made based on economic expenditure with supplier data, and lastly, external databases will be used.
Scope 3 emissions have been reduced by 13% compared to the base year 2019. Part of this reduction is attributed to the improvement in the quality of emissions data which is a priority in the coming years in order to be able to assess the real progress of emissions in this category, and which will be reassessed with a recalculation of the base year prior to 2030.
The increase in emissions from category 6 "Business travel" for the 2022-2023 period is noteworthy due to the use of this service becoming normalized after the pandemic years and the increase in business volume, reaching levels above those of the reference base year. GHG emissions for category 7 "Employee commuting" have also increased with respect to the 2019-2023 period as a result of the emissions calculation improvement process, carried out based on the mobility survey conducted in 2023.
Almirall is committed to achieving net zero emissions by 2050, aligning with the Net Zero Corporate Standard of the Science-Based Targets Initiative (SBTi). As part of this strategy, the company will develop a Beyond Value Chain Mitigation (BVCM) program from 2026, with the aim of channeling finance into the carbon credit market.
In the short term (2024-2025), and until the BVCM plan has been drawn up in 2026, Almirall will carry out the following actions for this period:
In the event of discrepancy, the Spanish language version prevails.
The credits used for the aforementioned actions come from projects certified under the Gold Standard and Verified Carbon Standard (VCS), two of the most rigorous and globally recognized certification systems in the field of carbon offsetting. These standards ensure that carbon credits come from projects that not only contribute to climate change mitigation, but also promote additional benefits, such as biodiversity conservation and the social welfare of local communities. Furthermore, projects certified under these standards are subject to a periodic independent verification to guarantee the authenticity and effectiveness of the emission reductions, thus ensuring that the actions taken have a positive and measurable impact on the environment. This high-quality approach is in line with our strategic commitment to protecting nature and contributing responsibly to the care of the planet.
| Carbon credits cancelled in reporting year | 2023 | 2024 | |
|---|---|---|---|
| Total (t CO2e) | 11 | 172 | |
| Proportion of removal projects (%) | 100% | 100% | |
| Proportion of reduction projects (%) | 0% | 0% | |
| Gold Standard | 100% | 0% | |
| Verified Carbon Standard (VCS) | 0% | 100% | |
| Proportion of projects within the EU (%) | 0% | 0% |
Table 27 Summary of carbon credits
| Carbon credits expected to be cancelled in the | Quantity | |
|---|---|---|
| future | 2025 | |
| Total (t CO2e) | 250 |
The carbon credits cancelled in 2023 were associated with a reforestation project in Kikonda (Uganda). The Kikonda reforestation project is replanting trees to reverse the degradation of this area, to enhance biodiversity conservation and to improve the economic situation of the surrounding villages with a product plan for domestic timber markets.
Impact on climate change and biodiversity:
The carbon credits cancelled in 2024 are associated with a reforestation project in Tanzania, designed to promote climate change mitigation and adaptation through the reforestation of degraded lands, as well as to contribute to alternative livelihoods for people in Tanzania.
Impact on climate change and biodiversity:
In the event of discrepancy, the Spanish language version prevails.
Almirall's business is not energy intensive, and so its operations are not regulated by emissions trading schemes such as ETS, Cap & Trade or Carbon Tax. However, in the context of its net zero emissions strategy and its ambition to limit global warming to 1.5°C, the implementation of internal carbon pricing is being considered. We are assessing how these mechanisms can best be integrated into our sustainability strategy. While current regulation does not require us to adopt these instruments, we recognize their value in incentivizing the reduction of emissions and aligning with our long-term climate goals.
By 2025, a detailed study is planned on the implementation of an internal carbon pricing mechanism to reduce indirect Scope 3 emissions, specifically in the business travel category.
The prevention of water, air and soil pollution is crucial to Almirall's environmental systems. The release of toxic pollutants and industrial waste degrades natural environments and affects the quality of water, air and soil, putting human health and biodiversity at risk. Almirall addresses these challenges through sustainable and effective strategies to prevent, mitigate and offset pollution at all its sites.
The Environment department, which is part of the Sustainability area coordinated by the Global Sustainability Executive Director, is responsible for identifying pollution-related risk indicators. The most relevant risks and impacts have been identified within the framework of the 2024 Double Materiality analysis.
As mentioned in the 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and a Corporate Policy on Safety, Occupational Health and the Environment. Both are in
In the event of discrepancy, the Spanish language version prevails.
turn applied in their entirety to issues related to pollution prevention, as well as to reducing the environmental impact of operations along their value chain.
These policies demonstrate the company's commitment to promoting practices that contribute to specifically addressing pollution. In turn, the practices are integrated into Almirall's daily work processes, ensuring proactive measures to prevent, reduce or remedy carbon emissions that affect and pollute the environment, taking into account any form of activity involving atmospheric pollution; including water, air, soil, noise and light pollution.
At Almirall, the most significant impact on atmospheric pollution is the emission of volatile organic compounds (VOCs) from its chemical plants during the manufacture of the different active pharmaceutical ingredients, and to a lesser extent from its Sant Andreu pharmaceutical plant.
In December 2022, the BREF WGC Directive - Common Waste Gas Management and Treatment Systems in the Chemical Sector -, was published, which aims to describe BAT (Best Available Techniques) or a combination of BAT to reduce diffuse and channeled air emissions and thus achieve better environmental protection.
In order for us to adapt to these regulations, with the effective date of said Directive being 12 December 2026, a study has been carried out at both chemical plants to determine the design values of the emissions to be treated as well as an evaluation of the best emission treatment technologies. The study also assesses the need to optimize the operation of the existing purification systems or to implement a new treatment technology that, in addition to purifying emissions, will contribute towards meeting the new environmental challenges and guarantee compliance with the regulations in force and those that will be applied in the near future.
The adaptation to the above-mentioned regulation in the 2024-26 period is key for the future of the chemical plants and will involve the use of the best available VOC mitigation technology and entail a significant investment for the company. This implementation incorporates the decarbonization strategy as the anticipated regenerative thermal oxidation systems will be electric instead of the usual natural gas systems.
As for the capital expenditure (capex) amounts associated with the actions to attain the air pollution targets, these are not considered material in relation to the Group's budgets. This information is consolidated into larger financial items, which, at the accounting level, makes it significantly more difficult to identify the individual items of each associated amount in the financial statements.
| Year | Coverage | Action | Description | CAPEX (€ thousands) |
|
|---|---|---|---|---|---|
| 2023 - 2024 |
Chemical Plants |
Characterization of the emissions to be treated and technological proposal aligned with BATs. |
Study to determine the design values of the emissions to be treated, to carry out an assessment of the best emission treatment technologies and to evaluate the need to optimize the operation of existing treatment systems or to implement a new technology. |
85 | |
| 2024 - 2025 |
Ranke SCE |
Installation of new regenerative thermal oxidizer. |
Purchase of a new electric regenerative thermal oxidizer (RTO) and a Quench & Scrubber system with a maximum capacity of 4,000 Nm3/h. |
1,227 | |
| 2024 | Ranke SAB |
Segregation of emissions prior to the regenerative thermal oxidizer. |
Segregation of process vents and treatment facility for these emissions. It will consist of a Scrubber and two heat exchangers in order to minimize emissions to the atmosphere. |
175 | |
| 2025 | Ranke SAB |
Characterization of emissions to be treated by the RTO. |
Characterization of the emissions to be treated after segregation of part of the current emissions. |
||
| 2025- 2026 |
Ranke SAB |
Installation of new regenerative thermal oxidizer. |
Purchase of a new electric regenerative thermal oxidizer (RTO) |
1,500 |
Meta: Adaptation of fine chemicals plants to the BREF WGC Directive - Common Waste Gas Management and Treatment Systems in the Chemical Sector.
Table 28 Actions to mitigate or prevent air pollution
Almirall's main actions regarding water pollution are aimed at preventing and minimizing pollution, ensuring a safe discharge and complying with the legally applicable requirements.
A highlight of recent years has been the installation of a wastewater treatment plant with UV-oxidation technology, which will be commissioned in 2024 at the pharmaceutical plant in Reinbek. This technology ensures the removal of active pharmaceutical ingredients (APIs) from water discharged into the public sewage system.
Also in 2024, an evaporator has been commissioned for the on-site treatment of segregated cleaning water from manufacturing at the Sant Andreu de la Barca pharmaceutical plant. This prevents pollution in wastewater discharge and minimizes the waste managed externally.
As for the capital expenditure (capex) amounts associated with the actions to attain the air pollution targets, these are not considered material in relation to the Group's budgets. This information is consolidated into larger financial items, which, at the accounting level, makes it significantly more difficult to identify the individual items of each associated amount in the financial statements.
These actions and others are summarized in the table below:
| Year | Coverage | Action | CAPEX (€ thousands) |
|---|---|---|---|
| 2022- 2024 |
Reinbek Pharmaceutical Plant |
Installation of a UV-chemical oxidation wastewater treatment plant. |
1,133 |
| 2023- 2024 |
SAB Pharmaceutical Plant | Installation of a wastewater evaporator | 255 |
| 2025 | Ranke SCE | Automation of the wastewater treatment plant and digitalization of meters for consumption control. |
180 |
| 2025 | Ranke SCE | Relocate sewage treatment plant pumps to eliminate confined space. |
38 |
Meta: Reduce pollution in wastewater discharges and improve existing wastewater treatment facilities
Table 29 Actions to mitigate or prevent water pollution
Given the nature of Almirall's operations and those of the third parties in its value chain, the pollution of the soil has been identified in the 2024 Double Materiality Analysis as a potential risk only, and mainly in terms of potential legal action and financial penalties for non-compliance with current environmental regulations.
According to the disclosure requirements of the CSRD, this section should include emissions from installations in which the applicable threshold value in Annex II of Regulation 166/2006 on the European PRTR (European Pollutant Release and Transfer Register) is exceeded. Emissions into the atmosphere from Almirall's industrial facilities do not exceed the threshold values for the different pollutants specified in the aforementioned annex.
In relation to Almirall's activities subject to the IED (Industrial Emissions Directive 2010/75/EU of the European Parliament and of the Council):
No cases of non-compliance with the permit conditions (IEA: Integrated Environmental Authorization) have been recorded
common waste gas management and treatment systems in the chemical sector. This report was submitted to the competent authority in December 2023.
Compliance is justified for all applicable BATs, including the five BATs for diffuse fugitive and nonfugitive emissions of VOCs (BAT 19 to 23), based on the emission inventory (BAT 2), which are to be integrated into the environmental management system by 12 December 2026. Similarly, the compliance and monitoring of channeled emissions for the different pollutants (TSP, VOC, HCl, CO, NOx, PCDD/F) is planned for 2026 in accordance with the requirements of BAT 8. Monitoring and control is currently carried out in accordance with the provisions of the current permit (IEA).
Compliance with all applicable Best Available Techniques is has been substantiated.
With regards to wastewater discharges, reducing the flow and pollutant load of liquid discharges involves acting on the pollutants generated in the processes themselves and, for this reason, Almirall's operating centers have wastewater treatment facilities
The Sant Andreu de la Barca pharmaceutical plant and the Sant Feliu de Llobregat R&D center carry out primary treatment of their wastewater, while the Sant Andreu chemical plant carries out primary and secondary treatment, and the Sant Celoni plant, in addition to primary and secondary treatment, also carries out tertiary treatment. All Almirall's centers discharge into public sewage systems except for the Sant Celoni chemical plant, which discharges into a public watercourse (La Tordera river).
With regards to wastewater discharge, reducing the flow and pollutant load of liquid discharges entails acting on the pollutants generated in the processes themselves. Accordingly, Almirall's operating centers have wastewater treatment facilities, and the chemical plants in particular have physical-chemical and biological wastewater treatment plants. At all sites, the average of the parameters does not exceed 70% of the legal limit.
In relation to Almirall's activities subject to Directive 2010/75/EU, according to implementing decision (EU)2016/902 establishing best available techniques (BAT) conclusions for common water treatment and management systems:
Given the nature of Almirall's operations and those of the third parties in its value chain, the pollution of the soil has been identified in the 2024 Double Materiality Analysis as a potential risk only, and mainly in terms of potential legal action and financial penalties for non-compliance with current environmental regulations.
At Almirall, the potential impact on the pollution of soil is attributed to the Chemical Plants. In 2015, the baseline soil study required by Spanish Law 5/2013 was carried out, which includes:
As regards soil quality, the analytical results of the samples indicated that the analyzed compounds were mostly below laboratory detection limits or reference levels. Likewise, in the groundwater samples no compounds were detected that were above the reference values considered.
In 2017, the technical reports were received with the conditions derived from the assessment of the base reports by the Competent Authority. A Monitoring and Control Program for soil quality was made compulsory at a frequency of 5 years.
The results of these controls to date have been satisfactory.
Climate change has become a critical factor for global water resources. The increasing unpredictability of climate affects water availability and quality, and related disasters such as floods and storms have increased significantly in recent decades, exposing communities to greater risks. Almirall faces these challenges, as the increased frequency and severity of floods and heavy rains could disrupt manufacturing and damage its production facilities. Droughts can also cause water and energy shortages, raising the acquisition costs for water and supplies. Barcelona and Sant Celoni in Spain are particularly vulnerable to these risks, with a possible exacerbation in the long term.
As in the case of pollution, the Environment department, under the coordination of the Global Sustainability Executive Director, is responsible for identifying risks related to water resources in Almirall's own operations and those of its third parties. The most significant risks and impacts have been identified in the context of the 2024 Double Materiality analysis.
As mentioned in the 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and a Corporate Policy on Safety, Occupational Health and the Environment. Both apply in their entirety to issues related to the efficient management of water, and the use and supply thereof, in accordance with local water stress constraints.
Almirall's water policies focus on the efficient management of the resource and the proper control of wastewater discharges, ensuring responsible practices in its daily operations. These actions reflect the company's commitment to sustainability and to reducing the environmental impact of water use. However, these policies do not include specific provisions on the design of products and services aimed at efficient water consumption or the preservation of marine resources, as these areas have not been identified as material for Almirall.
Almirall's sustainability strategy Act4Impact 2024-2030 includes amongst its shorter-term priorities the efficient management of water as one of the essential resources for production and for society in general. 2024 has been critical, with the episode of drought that has been affecting all Almirall sites in Spain since 2020 worsening and entering an emergency phase at the beginning of the year. It should be noted that, since June 2024, it has returned to the level of alert.
The actions carried out during 2024 have been aimed at managing the drought status and setting targets for reducing water abstraction by 2030.
The Water Saving Plans (WSP) that affect industrial sites in Spain analyze the baseline consumption and quantify the water saving actions carried out in recent years in order to take them into consideration in periods of water consumption restrictions.
By submitting these plans, the Authority granted both sites a decrease in the mandatory percentages of water consumption reduction:
| Situation | Regulatory percentage of reduction |
Authorized percentage of reduction | ||
|---|---|---|---|---|
| Sant Andreu de la Barca Pharmaceutical Plant |
Sant Celoni Chemical Plant |
|||
| Normality and pre-alert |
0% | - | - | |
| Alert | 5% | 5% | 5% | |
| Exceptionality | 15% | 11% | 5% | |
| Emergency | 25% | 18.4% | 5% |
Table 30 Water consumption saving plans
At the Sant Andreu pharmaceutical plant, since 2024, reject water from continuous sampling have been collected for reuse in the industrial water line. The installation of a second osmosis plant is also planned for 2025 so as to reuse the reject water from the industrial water treatment plant.
At the Sant Feliu R&D center, water reuse measures were implemented in 2023-24, such as the reuse of reject water from the purified water production plant for irrigation and fire-fighting. It has been estimated that these measures have generated savings of approximately 500 m3 per year.
In the event of discrepancy, the Spanish language version prevails.
At the pharmaceutical plant in Sant Andreu de la Barca, Ranke Sant Celoni, at the Headquarters and at the Sant Feliu R&D site, water-saving measures have been implemented for several years now, such as the installation of internal meters that are enabling a more efficient management of water consumption and the detection of anomalies.
Additionally, in 2023-2024:
In 2024, multidisciplinary working groups have been created in Spain's industrial and R&D centers with the aim of identifying and implementing new saving measures, improving the efficiency of processes associated with water consumption, increasing water recirculation, as well as awareness-raising actions.
Almirall's new sustainability strategy Act4Impact 2024-2030 will incorporate a target to reduce water consumption by an aggregate 25% across all Almirall sites by 2030 compared to baseline consumption. This target will be incorporated as a Planet KPI in the next revision of the Sustainability Dashboard, after validation by the Sustainability Committee and subsequent approval process.
The baseline consumption of this objective corresponds to the average consumption of the last three years in which the activity has been carried out normally and the hydrological situation has been normal, i.e., there has not been any type of restriction due to drought, and corresponds to the 2020-2022 period.
The projects related reducing the abstraction, increasing process efficiency as well as implementing water recirculation measures are detailed in the following table. It should be noted that the amounts associated with the actions to reduce water consumption are not material to the Group's total CAPEX and for this reason they cannot be reconciled with the Group's Consolidated Financial Statements.
| Water abstraction reduction targets vs. baseline consumption (2020-22) |
2023 | 2024 | Purpose 2030 |
|---|---|---|---|
| Water reduction ratio (%) | 14% | 18% | 25% |
| Water abstraction reduction actions | 2022-23 | 2024 | 2025 |
|---|---|---|---|
| Meters (m3 ) |
- | - | |
| Water abstraction (m3 ) |
7,358 | 500 | 8,000 |
| Process optimization (m3 ) |
3,478 | 432 | 0 |
| Equipment replacement (m3 ) |
0 | 0 | 0 |
| Drought status restrictions (m3 ) |
4,000 - 5,000 | 0 | 0 |
| CAPEX (€ thousand) | 22 | 62 | 60 |
Table 31 Water abstraction reduction target and actions
At the production sites, industrial processes are designed to comply with Good Manufacturing Practices (GMP) and contribute to minimizing water consumption.
The water sources used are company water at all Almirall's sites, and well water is used at the Sant Andreu de la Barca pharmaceutical plant, Ranke Sant Celoni and the Sant Feliu R&D site.
According to the Water Risk Filter (WRF), WRI Aqueduct tool as well as the Catalan Water Agency (ACA, Agencia Catalana del Agua) database, all Almirall's sites in Spain are located in water risk areas.
The table below provides details of the water abstraction at Almirall according to the source of supply and based on the readings obtained directly from the meters installed in the wells and the readings from the water supply companies.
In 2024, water consumption decreased by 18% compared to baseline consumption. This reduction is due to both domestic and well water consumption. The facilities that have registered the greatest reduction are the pharmaceutical plants and the R&D center in Sant Feliu. These achievements consolidate the actions undertaken in recent years, as well as the restrictions implemented since the declaration of the exceptional drought status.
| Abstraction Baseline5 |
2022 | 2023 | 2024 | |
|---|---|---|---|---|
| Total water abstraction (m3 ) |
125,753 | 127,669 | 108,436 | 102,533 |
| Company water (m3 ) |
63,983 | 58,639 | 56,270 | 49,522 |
| Well water (m3 ) |
61,770 | 69,030 | 52,166 | 53,011 |
| Total water abstraction in water stressed areas (m3 ) |
108,641 | 114,188 | 93,895 | 91,078 |
| Re-use ratio (%) | 7 | 7 | 8 | 5 |
| Total water abstraction (m3 )/ Net revenue (€M) |
151 | 148 | 121 | 104 |
Table 32 Water abstraction by source, water stress and % of reuse
Since 2020, several water reuse actions have been implemented at Almirall's centers. At the Sant Andreu pharmaceutical plant, the rejection from the osmosis treatment is reused in the production of purified water that is introduced into the industrial water production circuit. At Ranke Sant Celoni, the reject water from the ion exchange resins is recirculated to feed the fire-fighting system. An estimated 200 m3 of reject water was reused in 2024.
The new measures implemented in relation to the reuse of water have led to a saving of more than 90% in the consumption of well water at the Sant Feliu R&D Site. The monitoring projects carried out this year have made it possible to determine our consumption more accurately and the reuse ratio calculated for 2024 is lower than the value obtained in previous years as a result.
Water is stored at our sites in cisterns where a total of approximately 600 m3 of water is stored. Possible changes in the storage of these tanks are due to cleaning and/or maintenance.
In 2023, Almirall obtained a B rating in its first year of assessment (2023) for Water Security. In 2024, the CDP questionnaire on water cycle management was submitted, but the result has not yet been obtained as of the date of issuing this report.
Almirall is committed to protecting biodiversity and ecosystems, but although this area is included in the 2024- 30 strategic sustainability plan, it is not a priority in the short term (2024-25) due to the nature of the Group's operations. Due to the fact that all its industrial and research sites are located in designated industrial areas, far from natural areas, it is not deemed necessary to consult the communities, as there is no direct impact on them. To date, no significant biodiversity-related risks or opportunities have been identified. Therefore, a resilience analysis of Almirall's biodiversity and ecosystems strategy and business model is not relevant to the company and will not be covered in this report.
5 The baseline consumption of this objective corresponds to the average consumption of the 2020-22 period, when the activity has been carried out normally and the hydrological situation has been normal, i.e. there has not been any type of restriction due to drought.
However, in the 2024 Double Materiality analysis, relevant impacts have been identified in Almirall's value chain. These are limited to impacts on the extent and condition of the ecosystems. The identified impact is as follows:
As mentioned in section 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Corporate Sustainability Policy and an Occupational Health, Safety, and Environment Policy covering commitments related to the protection of nature.
Reflecting the importance that the company attaches to biodiversity and environmental sustainability in its organizational structure, these policies demonstrate the company's commitment to promoting specific practices for pollution prevention, water management, the circular economy, sustainable use of resources and protection of nature. Almirall also considers the social consequences of the company's activities throughout the value chain, acting with full awareness of the environment and social needs in each of the countries in which it operates.
Finally, the policy aims for these practices to be inclusive and to demonstrate diverse concerns and needs, affirming a comprehensive and strategic commitment to environmental sustainability.
As explained in section 4.6.1, in accordance with Almirall's strategic plan, biodiversity-related targets will be set from 2026 onwards. This decision responds to the need to prioritize activities according to their relative importance and the availability of internal resources.
Although no specific targets have been set, in 2024, Almirall has carried out a project to build a green roof on one of the two headquarter buildings in Barcelona. This green roof, which covers an area of 908 square meters, provides a habitat for a variety of plant species, fostering a healthy and diverse urban ecosystem, helping to filter pollutants from the air and ultimately contributing to a cleaner and healthier environment for the local community. On the other hand, the green roof will help mitigate the urban heat island effect, creating a cooler and healthier microclimate. This investment has a cost €252,000.
With regards to Almirall's activity and its possible impact on biodiversity, all the industrial and research centers are located in designated industrial areas, so they do not directly affect any endangered species. The only centers located near natural areas are the Sant Feliu R&D center (350 m from the Collserola Natural Park, which is included in the Barcelona Provincial Council's Natural Areas Network), and the Sant Celoni chemical plant (located approximately 300 m from the area included in the Serres de Montnegre-el Corredor Natural Areas Plan (PEIN), which is also included in the Natura 2000 Network). Almirall's activity does not adversely affect the biodiversity of the protected areas indicated.
In November 2021, an environmental impact study was carried out as a requirement for the renewal of the Environmental Authorization of the Sant Celoni chemical plant. The study concluded that there are no significant effects on biodiversity, protected areas or the Tordera river and its aquifers, even at maximum production capacity. In addition, since 2008, a water quality study of the Tordera river has been carried out annually, showing an increase in the richness of species and biotic indices.
In the event of an environmental emergency, Almirall has self-protection plans in place to minimize the negative impact on people and the environment at all of its sites.
Almirall manages resources responsibly, promoting circularity to ensure the sustainable use of limited resources throughout its value chain and the appropriate management of the waste generated in its operations. According to the 2024 Double Materiality analysis, experts from Almirall's different business areas have not identified any significant risks or negative impacts related to resource use and circular economy. Positive opportunities and impacts have been identified in this area.
As mentioned in section 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and an Occupational Health, Safety and Environment Policy. Both encompass commitments and actions related to sustainability and efficient resource management, highlighting the importance of the transition towards a lesser use of virgin resources and an increased use of renewable resources, following the principles of the circular economy, with an inclusive and sustainable approach.
Reflecting the importance that the company attaches to this issue in its organizational structure, these policies demonstrate the company's commitment by promoting practices that contribute towards specifically addressing the circular economy, through the reuse, recycling and reduction of raw material consumption, taking product life cycle assessments with a focus on product design into account, among other things. In turn, the practices are integrated into Almirall's daily work processes, ensuring proactive measures, and demonstrating a comprehensive and strategic commitment to circular economy principles.
Almirall's corporate strategy integrates sustainability criteria into the design of its products, from the R&D phases to the end-of-life of the product, including its manufacture and distribution.
Almirall's 2024-30 strategic plan addresses the circular economy in two main areas:
In the event of discrepancy, the Spanish language version prevails.
As of 31 December 2024, more than 43 initiatives have been generated for evaluation, 6 of which were completed in 2024. These initiatives are ranked according to impact and difficulty of implementation in order to prioritize their implementation. The capex/opex of these actions was not material. We highlight the following:
The use of FSC-certified cardboard is being implemented progressively. Since 2021, all grouping crates at the Sant Andreu de la Barca and Reinbek production sites were FSC-certified.
Since 2022, the use of FSC cardboard is also being implemented in the packaging of medicinal and nonmedicinal products manufactured at Almirall sites. By the end of 2024, the company had implemented FSC in 155 references of a total of 264 product categories and countries where it is permitted to include the FSC symbol.
The 2025 target is to implement paper and the FSC symbol in 65 more references.
Beyond the units where it is feasible to include the symbol, the project seeks to also include FSC in those references that do not allow the inclusion of the FSC symbol, but do allow the use of FSC paper.
Elimination of package leaflets for cosmetic products, dietary supplements and personal grooming that do not require patient information or when the information can be provided on the box and/or raw material itself.
Of 127 product references in the above-mentioned categories, the leaflet has been eliminated or omitted in 82 (65%).
By 2025, the target is to eliminate the leaflet in 15 more references.
In 2023-24, improvement actions include the implementation of projects to treat production wastewater at the Sant Andreu de la Barca and Reinbek pharmaceutical plants, with the aim of minimizing the volume of wastewater managed as waste. In addition, in the specific case of Reinbek, APIs (Active Pharmaceutical Ingredients) are removed from the wastewater.
At the Sant Andreu pharmaceutical plant, the technology installed is an evaporator that will reduce the volume of externally segregated and managed cleaning water by 80%. This plant has been in operation since September 2024.
A water treatment plant with photo-Fenton chemical oxidation technology has been installed at the Reinbek pharmaceutical plant. After a trial period, its approval was certified by TÜV in November 2024.
Also, as part of the circular economy strategy, during the months of April to July 2024, Almirall donated more than 1,430 pieces of office and kitchen furniture from the Sant Just Desvern offices and the Sant Feliu de Llobregat R&D center, through the Banc de Recursos foundation and its "Pont Solidari" line of action. This initiative, which has benefited more than 30 social entities, including associations that support groups at risk of social exclusion, as well as people with disabilities and in vulnerable situations, promotes the circular economy by giving a second life to items that are in good condition and still useful.
Almirall manages its waste responsibly, prioritizing minimization and the most sustainable and safe treatment for each type. In the tables below, waste is broken down into the following categories:
The following tables show the evolution of waste for the 2022-2024 period for Almirall and the breakdown by countries. A significant 12% decrease in waste generated at Almirall was mainly due to the reduction of nonhazardous non-recoverable waste in Germany thanks to the new wastewater treatment plant which avoids the external management of cleaning water as waste.
| Total Almirall Group Waste (t) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Hazardous waste | 1,608.9 | 1,262.3 | 1,950.7 |
| Recoverable | 1,259.6 | 924.9 | 1,635.1 |
| Non-recoverable | 349.3 | 337.4 | 315.6 |
| Non-hazardous waste | 3,239.2 | 3,303.1 | 2,339.0 |
| Recoverable | 553.4 | 637.8 | 701.9 |
| Non-recoverable | 2,685.8 | 2,665.3 | 1,637.1 |
| Total waste | 4,848.1 | 4,565.4 | 4,289.7 |
| % Hazardous | 33% | 28% | 45% |
| % Recoverable | 37% | 34% | 54% |
Table 33Total waste - Almirall Group
| Waste in Spain (t) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Hazardous waste | 1,577.1 | 1,228.8 | 1,914.9 |
| Recoverable | 1,244.9 | 906.5 | 1,613.2 |
| Non-recoverable | 332.2 | 322.3 | 301.7 |
| Non-hazardous waste | 1,258.8 | 1,233.1 | 962.5 |
| Recoverable | 424.5 | 499.0 | 563.6 |
| Non-recoverable | 834.3 | 734.1 | 398.9 |
| Total waste | 2,835.9 | 2,461.9 | 2,877.4 |
| % Hazardous | 56% | 50% | 67% |
| % Recoverable | 59% | 57% | 76% |
Table 34 Total waste – Spain
| Waste in Germany (t) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Hazardous waste | 31.8 | 33.5 | 35.8 |
| Recoverable | 14.7 | 18.4 | 21.9 |
| Non-recoverable | 17.1 | 15.1 | 13.9 |
| Non-hazardous waste | 1,980.4 | 2,070.0 | 1,376.5 |
| Recoverable | 128.9 | 138.8 | 138.3 |
| Non-recoverable | 1,851.5 | 1,931.2 | 1,238.2 |
| Total waste | 2,012.2 | 2,103.5 | 1,412.3 |
| % Hazardous | 2% | 2% | 3% |
| % Recoverable | 7% | 7% | 11% |
Table 35 Total waste - Germany
In Spain, Almirall is a member of the Integrated Packaging Management and Collection System (SIGRE, Sistema Integrado de Gestión y Recogida de Envases), in order to comply with Spanish Royal Decree 1055/2022, which regulates the management of packaging and packaging waste in Spain. By including the SIGRE symbol on its packaging, Almirall guarantees that both the material of the containers and any leftover
medicine they may contain are managed in an environmentally responsible manner, recycling packaging material and managing any leftover medicines safely.
In Germany, Almirall adheres to the Duale System Deutschland (DSD) in order to comply with the Packaging Ordinance (VerpackV) issued by the Federal Ministry for the Environment.
The packaging materials of Almirall's products in Spain and Germany are shown below. The two together account for 37% of Almirall's total units sold. In both markets, the material with the highest percentage is paper/cardboard, corresponding mainly to cases, with 50% of the total in Spain and 32% in Germany. In all other geographical areas, the specific regulations of each country are complied with.
| 2024 | ||
|---|---|---|
| 38.7 | 36.8 | |
| 399.0 | 433 | 431.0 |
| 39.5 | 37.6 | 38.9 |
| 87.0 | 101.7 | 89.9 |
| 250.1 | 263.1 | 266.6 |
| 816.1 | 874.1 | 863.2 |
| 40.5 |
Table 36 Packaging material in Spain
| Packaging material in Germany (t) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Glass | 53.9 | 49.7 | 57.0 |
| Paper/Cardboard | 57.5 | 55.4 | 61.2 |
| Aluminum | 22.5 | 23.8 | 25.4 |
| Plastic | 39.7 | 37.2 | 37.6 |
| Composite material | 11.5 | 9.5 | 11.1 |
| Total materials | 185.1 | 175.6 | 192.3 |
Table 37 Packaging material in Germany
Almirall uses software to control the acquisition and consumption of raw materials in relation to a defined standard for each production process. Deviations from established standards are analyzed and corrective actions implemented to ensure efficiency in the production processes. The data presented are from direct measurements (kg consumed per material) obtained from the company's system (SAP), while in the case of capsules a conversion factor from units to kg has been used. Consumption for the 2022–2024 period for the different types of raw materials (in tons) is shown below:
| Type of raw material (tn) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Excipients | 1,477 | 1,491 | 1,397 |
| Chemical plant raw materials | 865 | 693 | 1,182 |
| Active substance | 1,192 | 1,310 | 1,303 |
| Starting and intermediate materials | 60 | 38 | 76 |
| Total | 3,594 | 3,532 | 3,958 |
Table 38 Raw material consumption (tn)
At Almirall, corporate responsibility, integrity and transparency are key pillars in the way it operates. Almirall is committed to generating long-term sustainable value for staff, reinforcing this commitment through a strong compliance program. This program ensures compliance with the ethical standards of the pharmaceutical industry and the Code of Ethics, which reflects the principles, values and guidelines for conduct, ensuring that the team always acts with integrity and ethics.
Almirall's culture is based on the following Purpose: "Transform the patients' world by helping them to make their hopes and dreams for a healthy life come true", putting patients at the center of all activities. This Purpose not only inspires the group's workforce to do their best, but also imbues a deeper meaning to their daily work.
Almirall is committed to its workers and their talent. All of them are key to the company's success and the goal is to attract and retain exceptional professionals. The development of the employees and their professional growth within the organization are key, and this was demonstrated once again by the award in 2024 of the prestigious Top Employers certificate for the seventeenth consecutive year in Spain, and for the first time in Germany.
Furthermore, Almirall is concerned about the well-being and engagement of its employees, establishing different listening channels in order to know what are their concerns and needs, so as to adapt policies, programs and processes to them and align these with the company's needs. We regularly conduct commitment and culture surveys in order to devise and implement initiatives that reinforce the sense of belonging and ensure the organizational culture necessary to achieve their goals.
In 2021, driven by the desire to be a leading company in the field of medical dermatology, we made a daily effort to transform the lives of patients and to overcome challenges as a team, facing up to new ways of working and leading, Almirall had to take a new approach to the organizational culture. For this reason, a culture survey was launched to gauge our employees' opinions on how people work, how they relate to each other, make decisions and collaborate at Almirall. Getting to know Almirall's personality allowed us to identify opportunities as a team and recognize which strengths to build on.
One of the proudest aspects is to have a team that is very committed to participating in such surveys. There was a high level of participation in this culture survey, which allowed us to obtain reliable results that enabled us to start working. The results revealed that, despite the effort made in recent years in implementing various initiatives to get closer to the desired culture, there was still room for improvement.
That's why it was necessary to carry out a holistic and coordinated intervention in the medium to long term that would have an impact on the different pillars of the organizational culture: from the review of how the different teams of the company are organized, to the development of skills and capabilities that are needed both in the present and in the future.
Another fundamental aspect of this plan was to have the involvement of our employees from the outset, as this holistic intervention could not be successful without the participation of the people who form part of Almirall. It was also very important that this transformation be experienced as an opportunity for the entire team, bringing with it changes, challenges, new ways of thinking, relating, supporting and learning.
This holistic intervention was structured in two phases.
First Phase: The main goals of the first phase were:
The Management Board worked intensively on the main objectives of this first phase. It also had the involvement of a working group called the "Employee Advisory Team", in order to carry out this process in an inclusive manner, taking the employee's voice into account. The Senior Leadership team was also taken into account in this inclusive process.
The desired culture was defined and communicated throughout the organization. A communication plan was designed to make all people feel part of this journey and excited about this change.
The results of this first phase are the pillars of the new culture, and are detailed below:
Vision: Almirall aspires to have a people-focused culture in which everyone gives their best, patients and customers are at the heart of every decision, and whose focus and agility make it possible to generate a greater impact for everyone.
Purpose: Transform the patients' world by helping them realize their hopes and dreams for a healthy life
In the event of discrepancy, the Spanish language version prevails.
Cultural changes: Three fundamental changes have been identified to speed up our cultural transformation.
Values: Values have been updated to serve this new culture. While listening and empathy are at the heart of everything we do, individual, team and organizational courage must be fostered, as well as innovation to remain competitive, and simplification to focus on what is most important. The new values that we have established are the following:
In this phase, key leadership skills were also defined so that leaders can focus their development on those capabilities that will help them to be promoters of our culture. They conducted a self-reflection exercise through a questionnaire to identify their strengths and opportunities for improvement. With this exercise they defined an individual development plan to start working on their growth as Almirall leaders.
"Make your Mark" is the slogan that was defined to sum up the new culture in a few words, and to invite them to give the best of themselves. The goal is to communicate the new culture on a more personal and emotional level, to reach the hearts of our employees, to inspire them and to convey how they can make a difference in this change.
Finally, initiatives were defined to help transform the culture. Two types of initiatives were identified: initiatives for rapid and visible implementation in the short term and initiatives with a medium- to long-term impact that will help to significantly speed up our cultural transformation.
Second phase: Almirall is currently in the second phase, the main goals of which are:
Short-term initiatives have already been implemented and feedback from employees is highly positive. Each of these is linked to a cultural change identified in the first phase.
Short-term initiatives:
The medium- to long-term initiatives implemented throughout 2023 and that continue to have an impact in 2024 are as follows:
Both short-term and medium- to long-term initiatives are global in scope. On the other hand, each functional area and subsidiary has also defined change initiatives that affect their area of responsibility. To implement the different initiatives, work teams are being created in which employee involvement is key to success.
In addition to the initiatives, interventions for Senior Leaders were also carried out, with the aim of developing them to become the leaders that Almirall needs in order to achieve our ambition. The main initiatives are as follows:
To analyze how the culture is evolving, we use a new listening platform that allows us to invite employees to take short surveys, called pulses, which enable us to carry out the listening processes in a far more agile way. This platform also allows us to be more digital because it provides us with a much more efficient, valuable and in-depth analysis of results by using a methodology based on Artificial Intelligence.
In July 2022, a first pulse was implemented where employees were asked how we were doing compared to the desired culture. The results obtained provided a baseline diagnosis for monitoring progress during 2023 and beyond. Each leader also obtains their results and shares them with their teams so that they can work on more specific day-to-day actions, generating a space of trust and transparency.
From 2022 until now, 5 pulses have been conducted, showing a gradual increase in employee satisfaction by means of an indicator called eSat (Employee Satisfaction), which has risen from 75 eSat in 2022 to 79 eSat in November 2024. These results demonstrate significant progress and a steady development. It is increasingly difficult to measure up to the eSat as well as have a very high level of participation (79% participation) providing very reliable results in order to keep working towards the ambition as a company.
Current eSat results are one point above the top 25% of companies in the global benchmark index.
In parallel to the implementation of the aforementioned initiatives, a communication and change management plan is being implemented whose protagonists are the people concerned. A new digital channel has been
created, the "Make your Mark" app, through which employees can participate in challenges, and learn and internalize the important aspects of our new culture.
There is also a community of Culture Ambassadors made up of a diverse team of 40 Almirall employees from different functional areas, subsidiaries and positions whose goal is to accompany their colleagues on this transformation journey, sharing the initiatives that are being implemented, listening to their contributions and transmitting enthusiasm for this opportunity for growth that this cultural transformation entails for the entire Almirall team.
Lastly, all people programs, processes and tools have been reviewed and updated incorporating our new Leadership values and skills, to ensure that their management helps us to live the new culture and that the Almirall team develops the new capabilities it needs to transform the lives of patients, and to be a leading company in the field of medical dermatology.
The company has different levels of dialogue with workers to ensure that all opinions are taken into account, especially those of less representative groups.
Thus, the most commonly used mechanisms are:
The talent of Almirall's team is key to the company's success. Almirall strives to attract and retain high-level professionals, promoting their development and growth within the organization and prioritizing their well-being and engagement, as demonstrated by the Top Employers certificate, obtained in Spain for the 17th consecutive year in 2024, and obtained in Germany for the first time in 2024.
Almirall has implemented communication channels to gather their concerns and needs, enabling the adaptation of policies, programs and processes that are aligned with people's expectations and corporate objectives. Engagement and Culture surveys are regularly conducted in order to define and implement initiatives that reinforce the sense of belonging and a goal-oriented organizational culture.
In terms of risk management, Almirall integrates the risks related to its personnel in a corporate process led by the Executive Director Internal Audit, with the different business areas in charge of identifying and managing the risks in their respective areas.
In the 2024 Double Materiality analysis, the most relevant risks, opportunities and impacts were identified for Almirall's own and external personnel, including construction workers, service contractors, temporary agency staff and interns in all geographical areas. These material impacts span both internal operations and the company's value chain, including its products, services and business relationships.
Almirall is an organization defined by shared values and a firm commitment to improving the quality of life of the people it serves. Each member of the team plays a crucial role in this mission, contributing through their daily actions and decisions to the future development of the company and the well-being of patients and customers.
Almirall's values are the foundation that guides its culture, the forms of internal collaboration and relations with its collaborators. Its culture is aligned with its Purpose and encourages every employee to contribute in a meaningful way, giving direction and meaning to all of the organization's initiatives.
It is essential to recognize that working conditions must focus on ensuring secure employment, fair wages, an adequate regulation of working time to achieve a work-life balance and the engagement of workers through social dialogue and freedom of association. In addition, collective bargaining is one of the keys to improving labor rights and benefits.
Similarly, equal treatment and equal opportunities at work are fundamental to ensuring a fair work environment. This includes gender equality and equal pay for work of equal value, as well as the inclusion of people with disabilities and the promotion of diversity.
It is also vital to prioritize health and safety, to take action against violence and harassment, and to not tolerate practices such as child labor and forced labor. Together, these aspects promote a respectful and equitable work environment for all Almirall employees.
For this reason, a series of policies related to Almirall's own employees have been developed, covering three fundamental issues: working conditions, fair treatment and equal opportunities and rights, which are not only linked to the work environment, but also transcend it.
Almirall is an organization defined by shared values and a firm commitment to improving the quality of life of the people it serves. Each member of the team plays a crucial role in this mission, contributing through their daily actions and decisions to the future development of the company and the well-being of patients and customers.
Almirall's values are the foundation that guides its culture, the forms of internal collaboration and relations with its collaborators. Its culture is aligned with its Purpose and encourages every employee to contribute in a meaningful way, giving direction and meaning to all of the organization's initiatives. The company's conduct is governed by respect for law, integrity, fairness and transparency. Each person working for the company must adhere to the standards set out in Almirall's Code of Ethics, updated in October 2024, which is the company's frame of reference and is endorsed by the Chairman, CEO and Management Board.
The Code of Ethics focuses, among other things, on the development of people and the work environment, promoting inclusion, diversity, zero tolerance of discrimination and harassment, data protection, and occupational health and safety. These aspects are considered key to the company's impacts, risks and opportunities.
Almirall is also committed to Good Laboratory Practice (GLP), Good Clinical Practice (GCP) and Good Manufacturing Practice (GMP), as well as to the innovation, quality, efficacy and safety of its products. The company ensures that all its activities comply with the applicable legal requirements for the production of medicines and manages the safety of pharmaceutical products, monitoring any adverse events. To this end, all staff and contractors receive the necessary training to ensure safety and clarity in the distribution of responsibilities.
As a public interest company, Almirall maintains transparency in its communications, benefiting investors, the general public, the financial community and the market. The Management Board, the company's main management body, is responsible for drawing up the company's policies and strategy, ensuring compliance with applicable laws and regulations.
It is essential that Almirall's working conditions guarantee secure employment, fair wages and a work-life balance, fostering social dialogue and freedom of association. Collective bargaining is key to improving labor rights and benefits.
Equal treatment and opportunities at work are essential to ensuring a fair work environment. This includes gender equality and equal pay for work of equal value, as well as the inclusion of people with disabilities and the promotion of diversity.
It is also vital to prioritize health and safety in the workplace and to take measures against violence and harassment. Together, these aspects promote a respectful and equitable work environment for all Almirall employees. Furthermore, child or forced labor is strictly forbidden at Almirall.
To ensure these principles are followed, Almirall has developed policies covering three fundamental issues: working conditions, fair treatment and equal opportunities and rights, which are not only linked to the work environment, but also transcend it. These policies are generally applicable and mandatory for all Almirall staff globally, promoting a respectful and fair work environment.
At Almirall, we promote the establishment of a solid and coherent framework to foster a corporate culture that respects ethics, diversity, and inclusion, focusing on continuous talent development, training, and performance management, ensuring that all employees, regardless of age, gender, sexual orientation, race, marital status, political opinion, origin or religion, have the same opportunities for growth.
The purpose of this policy, in force since October 2015, is to create and maintain a common and consistent framework for establishing and measuring relevant People & Culture processes and activities, including corporate culture and its development, ethical conduct, diversity, equity and inclusion, management of official languages, talent development and training, and the performance appraisal model. During 2024, work has been carried out on its update, which is expected to be approved by the Management Board in early 2025.
In this way, we seek to address the IROs linked to the development of talent and training, diversity, equality and inclusion and social dialogue, which apply to all Almirall Group employees, without discrimination based on age, gender, origin or religion, following the principles of the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD guide for multinational companies and the fundamental regulations and conventions of the International Labor Organization.
To comply, the company has several people management processes and activities in place to support its people in their development, such as GPS or "Turn it Flex", as well as the provision of training, talent development and team development. In turn, particular issues of recruitment, compensation and benefits, methodologies associated with workforce management, corporate culture and well-being are addressed and will be set out in detail in the policies below.
Those ultimately responsible for the compliance and monitoring of this policy are the Senior Director Global C&B, Labor Relations & People Administration and all Almirall employees, who are obliged to report any suspected violation of these policies in accordance with Almirall's Code of Ethics and other internal guidelines, with suspected violations being reported to their line manager or their local People & Culture compliance representative, or through SpeakUp!, an internal whistleblowing channel available to all employees. In the same vein, Almirall provides a series of policies covering fundamental issues relating to the working conditions of its employees, listed below:
This Standard Operating Procedure (SOP), in place since 2020, sets out the guidelines and terms and conditions for the international assignments of employees worldwide, supporting both the employee and leaders during the process, which is overseen at the organizational level by the Senior Director Global C&B, Labor Relations & People Administration, providing information and guidelines applicable to the different international assignments. It applies to all Almirall employees and to new employees who are transferred from their country of origin to another country.
The main objectives of this policy are to attract, develop and retain talent in a competitive market, to establish a general framework for attracting new talent, developing internal talent, and ensuring a smooth transition for the employee and his/her family to the new assignment, minimizing the impact on the spouse's career, family lifestyle and adjustment to the new home. These objectives, in turn, respond to issues such as impacts, risks and opportunities in terms of working conditions, work-life balance, development and training.
This is another SOP that is in force since April 2024, it is directly linked to the Global People & Culture Corporate Policy and its objective is to determine when an approval process is necessary, to establish the process of authorization and approval for different situations such as new hires, internal promotions, annual and extraordinary salary reviews, retentions and bonuses, among other things, and to define the roles and responsibilities of each person involved in the process, ensuring compliance with the principles of external competitiveness and internal equity, as well as budget alignment.
In this way, we seek to respond to those impacts, risks and opportunities related to work-life balance and working conditions and to the development and training of Almirall's employees in accordance with the Group's values.
Like the previous policies, this is a global corporate document and is applicable throughout the organization, under the guidance of the Senior Director of Global C&B, Labor Relations & People Administration.
According to the current regulations, teleworking is work carried out on an occasional basis at a location away from the company's headquarters. The main objective of this SOP is to regulate the conditions of the SOP that are directly related to working conditions, work-life balance, privacy and health and safety, as part of Almirall's impacts, risks and opportunities.
The main topics covered are:
This policy, in force since July 2022, is applicable in all of Almirall's offices in Spain for functions that can be and/or are permitted to be provided in teleworking mode, and a monitoring committee is in place for the application and development of the agreement. For the rest of the offices in other geographies, Almirall adapts to the local regulations of each country.
This policy, effective since October 2024, responds directly to privacy, which the company has identified as both an impact and an opportunity.
Almirall has a Global Data Protection Officer (GDPO) who is responsible for overseeing compliance with applicable data protection laws and operational policies and procedures, among others. The GDPO also has an internal Privacy Office that assumes other functions in order to supervise the obligations related to the protection of personal data and responsibilities for related risks.
The policy is available to all of Almirall's own workforce on the intranet, all of this with the aim of ensuring compliance with applicable data protection and privacy laws. For more details on the policy, see 2.2.3 "Business conduct policies".
The main objective of this policy, which is effective until 2022 and has been updated in 2024, is to establish the precepts for directors' remuneration and processes for the preparation of the proposed directors' remuneration policy for approval. This policy is linked to aspects of work-life balance and working conditions developed in the company's opportunities and impacts and is implemented in accordance with the Corporate Enterprises Act and Almirall's Articles of Association within the territory of Spain. Further details on the Remuneration Policy for Members of the Board of Directors can be found at 2.1.2 "Board Committees".
Like the Sustainability Policy, this policy, last updated in October 2024 and under the ownership of the Global Sustainability Executive Director, is an essential pillar for assuring the well-being of workers and the sustainability of operations, because it not only establishes clear guidelines for minimizing risks in the workplace, it also promotes environmental protection, integrating these principles into the company's day-today operations. In turn, it responds to the impacts, risks and opportunities discussed at the beginning of this chapter on working conditions and health and safety.
For employees, this policy ensures a safer, healthier and more sustainable work environment by guaranteeing the following basic principles:
The Corporate Sustainability Committee is responsible for implementing, maintaining and monitoring a Safety, Health and Environment management system; and, in turn, all Almirall employees must ensure that the elements of this policy are correctly applied, regardless of their position or function.
Almirall strives to respect and integrate the cultures and traditions of the communities where it is present, whilst remaining true to its own corporate and founding values and principles. All of this whilst seeking to create a safe and open environment where all workers can express themselves freely and openly, respecting the privacy and confidentiality of individuals.
Guaranteeing the right to decent work is an essential part of the human rights sphere, as has been recognized by international organizations such as the UN and the ILO. In this regard, the policies governing Almirall's actions in this area (equality, diversity and harassment protocols, as well as the Code of Ethics), in force since October 2024, revolve around compliance with current labor regulations/legislation and are directly related to impacts, as well as risks and opportunities linked to organizational culture, social dialogue, diversity, equality and inclusion.
Almirall is firmly committed to the most vulnerable groups and those at risk of social exclusion, and this is reflected and expressed in the company's Code of Ethics, in section 2.2, published on the Group's intranet and available to all employees. There, explicit mention is made of the commitment to diversity and inclusion, fostering relationships based on mutual respect and equality, without discrimination based on race, age, gender, marital status, sexual orientation, political opinions, religion or any other personal, physical or social condition of the workers, or any other characteristic that could make them unique. The Senior Director Global C&B, Labor Relations & People Administration is responsible overall for ensuring compliance with and monitoring of this policy.
To this end, due diligence procedures have been implemented to ensure compliance with these regulations. These procedures materialize in the design and implementation of policies, plans and programs that allow the company to verify compliance and proper observance of human rights within Almirall.
More specifically, through these procedures, Almirall guarantees, among others:
In 2022, Almirall's Board of Directors approved and made public a Human Rights Policy, as an expression of the company's commitment to the respect and protection of Human Rights in the communities in which it is present, in its own operations and in the supply chain. Almirall undertakes not to participate in or be complicit in actions that compromise or jeopardize the universal human rights recognized in the national legislation in line with internationally recognized standards in this area, expressly including respect for diversity based on race, age, gender, marital status, sexual orientation, political opinions, religion or any other personal, physical or social condition, prohibiting discrimination, forced and child labor, and promoting a safe and dignified work environment. Suppliers are expected to respect human rights and audits are conducted to ensure compliance. In addition, patient privacy and safety are protected and clinical trial regulations are strictly adhered to. Almirall is also committed to the rights of the communities where it operates and is continuously monitoring to prevent and mitigate risks.
At Almirall, there is a strong commitment to ensure respect for human rights in all areas and levels of its business organization, which is achieved through the appropriate corporate policies, which have been designed based on the principles of the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD guide for multinational companies and the fundamental regulations and conventions of the International Labor Organization.
As a consequence of the above, all production processes at Almirall are carried out in fair working environments, governed by values such as respect for human dignity and the autonomy of the individual, rejecting and prohibiting forced and child labor and human trafficking, as well as equality, these being just a few of the core values that govern the company's business activity.
Thus, this policy seeks to respect the human rights-oriented approach to deal with those impacts, risks and opportunities related to working conditions, organizational culture, dialogue, work-life balance, health and safety, diversity, equality and inclusion, the rejection of violence and harassment, talent development and training, privacy and the prohibition of child and forced labor.
The prevention and anticipation of any risk associated with human rights is carried out by the Senior Leadership and those responsible for each of the respective functional areas, following the processes set out in the policy that applies to all staff, positions, departments, committees and organizational units. In addition, a continuous process of due diligence is also carried out on its own activities and those directly related to its operations and services rendered, with the objective of respecting and not violating the rights of the actors involved.
With regards to employee participation and consultation, Almirall not only scrupulously complies with the commitments acquired in the different negotiation frameworks in each territory (for example, in Spain, the 21st General Chemical Industry Agreement), but also goes one step further by promoting its continuous improvement system. This is done through committees within the organization that address key issues in the company, such as benefits, equality, occupational health and safety, or any other issues that may affect the day-to-day work of company employees.
As a result of this dialogue, the company and workers' representatives reach whatever agreements are necessary in order to achieve the continuous improvement and well-being of everyone at Almirall.
The dialogue with workers' representatives is coordinated under the responsibility of the Senior Director of Global C&B, Labor Relations & People Administration, and a unified response is given to any queries or concerns they may have. At the local level, it is the local People & Culture officers who are responsible for the dialogue on issues that may affect the day-to-day running of the organization.
Ensuring respect for stakeholders, consisting of workers' representatives from the respective workplaces, chosen from among the workforce in union elections, as well as members of the company's management and the People & Culture area.
Every two years, a general follow-up meeting is held between the legal representatives of the workers in the different workplaces and the company's management, represented by the Chief People Officer and the Senior Director of Global C&B, Labor Relations & People Administration.
In Spain, there are several monitoring committees for strategic issues within the organization. These committees present, discuss and propose improvements and changes to be applied both in Spain and in the Group's subsidiaries, if applicable.
One of these is the Benefits Committee in Spain, which performs an ongoing analysis of the social benefits existing in the company, proposing different actions for improvement as well as evaluating already-existing benefits. This Committee meets every six-months or on an ad hoc basis, if necessary.
The working time records committee oversees the compliance with and monitoring of the working time records regulations, taking into account the particular characteristics of each work center and community, as well as the implementation of the teleworking or hybrid work models. This committee meets every six months or on an ad hoc basis if necessary, monitoring the different set KPIs, as well as the development of their implementation in the different areas of the company.
The Equality Committee, which is made up of equal numbers of company and employee representatives, closely monitors the situation of those groups that may be particularly vulnerable to suffering unequal treatment, such as women workers and other groups at higher risk. The Equality Committee meets on a quarterly basis to review the progress of the actions established in the current Equality Plan, as well as any new initiatives that may arise from the company or from workers' representatives.
Almirall has legal representatives for employees at all its main work centers. Due to the company's presence in several countries of the European Union, in 2019 the European Works Council was set up, and during the year it holds two ordinary meetings, where issues of common and cross-cutting interest for several countries are addressed. These include the status of production in the company's plants, news on R&D, updates on occupational health and safety, improvements and new developments in computer applications, latest acquisitions and the economic situation of the Group and anticipated headcounts by country, and the results of the culture survey. At the same time, all initiatives or actions that may have an impact on more than one country are discussed on an extraordinary basis. Participating in this European Committee are workers as
representatives of the workforces in their countries of origin, on the one hand, and the C&B, Labor Relations & People Administration, representing the company, on the other hand.
The company applies the state and labor legislation of each country in which it has employees, but in addition, in Spain, Italy, France, Austria, Belgium and Portugal, employees with employment contracts are also covered by the corresponding collective bargaining agreement (i.e., 69% of the Group's workforce). However, those more beneficial agreements agreed within the framework of collective bargaining of the European Works Council are extended to all employees in Europe.
A breakdown of staff under collective bargaining agreements in the main geographical areas is set out below:
| Collective bargaining coverage | Social dialogue | ||
|---|---|---|---|
| Coverage rate | Employees - EEA | Employees - Non EEA | Representation in the workplace |
| 0 - 19% | - | - | - |
| 20 - 39% | - | - | - |
| 40 - 59% | - | - | - |
| 60 - 79% | - | - | - |
| 80 -100% | Spain, Germany, Italy; France |
- | Spain, Germany, Italy; France |
Table 39 Information on the coverage of collective bargaining and social dialogue:
Almirall has whistleblowing channels available to all workers, through which they can report any action that they believe constitutes or may constitute or result in a human rights violation.
During 2024, no human rights complaints have been received. If any, the Group has identified a series of protocols and actions, including the Protocol against Psychosocial harassment and the Protocol against Sexual or Gender-Based Harassment.
It is important to highlight the existence of the internal SpeakUp! channel, designed to receive reports, complaints or suggestions related to the violation of working conditions, equal opportunities and treatment, harassment, bribery, fraud, corruption or other conduct that is not in line with the Code of Ethics. For more information, chapter 5.2.14 "Safety, health and wellbeing", provides details on managing the negative impacts on the health, safety and well-being of workers. Similarly, chapter 5.2.4 "Processes to remediate negative impacts and channels for own workers to raise concerns" deals with this subject in depth. Finally, chapter 2.2.4 "Prevention and detection of corruption or bribery" explains how Almirall staff can report any incident of corruption or bribery.
It is a channel available 24/7 on the intranet for all employees, which allows interaction in all languages and countries present in the company, as well as the possibility of filing an anonymous complaint. SpeakUp! guarantees the privacy of all the information collected in the channel, in accordance with EU guidelines. Any complaint filed initiates an investigation process carried out by internal people from People & Culture and Global Compliance & Privacy or external specialists in the matter, guaranteeing that no reprisals will be taken against the complainant.
The existence of these reporting tools is widely known and, as they can be used by any worker, they represent an excellent mechanism for ensuring compliance with human rights at all levels.
Complaints are tracked and monitored to ensure the effectiveness of communication channels. Within seven calendar days of receiving a complaint, the SpeakUp! Program Manager will send an acknowledgement of receipt to the complainant, provided that he/she has provided an address, email or other means of contact. The acknowledgement of receipt shall include information on external channels for making complaints to the relevant local competent authorities and, where necessary, the competent institutions, bodies, offices or agencies. The acknowledgement of receipt shall also contain information on the processing of the complainant's personal data, in accordance with the applicable privacy regulations.
The internal investigation process shall not exceed a period of three months from the sending of the acknowledgement of receipt to the complainant. Upon completion of the investigation, the SpeakUp! manager
will issue a resolution indicating the actions taken and conclusions reached. If necessary, the person responsible for SpeakUp! will propose corrective action(s).
The whistleblowing channels are highly useful because, in addition to bringing possible violations of fundamental rights to Almirall's attention, they also allow the company to combat the violations and act proactively to prevent potential violations, thereby ensuring that human rights are promoted and respected. These channels, specifically the mechanisms for reporting and protection against any situation of discrimination and/or harassment, have been established with the participation of the legal representation of employees, to cover any situation of possible discrimination in any field, whether gender, origin, sexual orientation, age, religion or any other individual condition.
In turn, the existence of protocols to deal with situations of harassment and/or discrimination of any kind guarantees that, in the event of a report or suspicion of one of these circumstances, the company has a procedure in place to identify, mitigate, correct and, if possible, prevent future occurrences.
Metrics are reported in section 5.2.17 "Human Rights Incidents and Complaints". Below is a description of the existing protocols for some of the most sensitive situations to which some of the Group's employees may be exposed.
Psychological harassment in the workplace is considered a significant risk for workers. According to Law 31/1995 on Occupational Risk Prevention, it recognizes the right of workers to receive protection in terms of health and safety at work, which means that Almirall has the duty to prevent these situations.
This protocol, in force since February 2023, is applicable to all Almirall personnel, including cases where only one of the parties involved is a company employee.
Preventive measures will be implemented to avoid the occurrence of psychological harassment in the work environment. It also establishes a procedure for dealing with this type of harassment, including clear principles and guidelines for dealing with it.
With the aim of preventing situations of sexual and/or gender-based harassment in the workplace, as well as establishing mechanisms for the resolution of complaints, this protocol guarantees the health and integrity of all persons involved, both physically and psychologically, and is committed to eradicating any form of discrimination. It should be noted that this procedure is internal to the company and does not exclude or restrict any legal action that the persons concerned may take.
Updated in 2023, the protocol sets out the principles that should guide any action during the procedure, including the process of reporting harassment and its resolution. It also identifies those who report harassment and describes the roles and responsibilities of the Equality Committee.
Approved in 2023 and in line with the policies for the development and implementation of equality actions, with the aim of strengthening its commitment in this area, Almirall presents this tool for addressing gender violence. As a social agent, the company recognizes its role and responsibility in society and establishes this protocol to provide comprehensive care and support to women who suffer violence, as well as to prevent such cases by raising awareness and disseminating appropriate information.
The basic principles to be considered when dealing with situations of gender-based violence are defined within this framework. Preventive measures and a procedure for activating the rights of the women concerned are also established, setting out in detail the different phases of this process.
See reference to the actions relating to own workforce through which Almirall ensures that its own activities do not have a negative impact on the workforce in the following sections: 5.2.8 "Employee satisfaction and engagement (turnover and absenteeism rates)", 5.2.10 "Diversity and inclusion", 5.2.11 "Adequate wages", 5.2.12 "Social protection", 5.2.13 "Talent development and training", 5.2.14 "Safety, health and wellbeing", 5.2.15 "Work-life balance" and 5.2.17 "Human Rights Incidents and Complaints".
With regards to actions related to the promotion of Diversity, Equity and Inclusion, the Group's Equality Plan, agreed with the Legal Representation of Workers, guarantees the company's commitment to establishing policies that ensure equal treatment and equal opportunities for women and men at all levels of the organization.
Currently, this Plan is only in force for Spain, although some of the actions (increasing the presence of women in leadership positions, training campaigns, visualization or remuneration policies) will be extended to other geographies. Over these years, most of the actions foreseen in the Equality Plan have been carried out, reinforcing the Company's message and commitment, highlighting legal compliance actions (wage registers, audits, protocols, etc.), as well as training and visibility actions (new e-learning training and awareness campaigns in areas such as family co-responsibility or awareness of gender violence). Details of the measurable targets are set out in the following section.
Finally, information on current and future financial resources or on other resources allocated to the action plan is not reported, as this is not material, in any case, in relation to the Group's budgets.
The setting of objectives and metrics is crucial for Almirall, as it allows it to accurately assess and measure its progress towards goals related to the working conditions, equal treatment and opportunities and human rights of its own staff. The workers are involved in the process of defining these, through their participation in the European Committee. These elements provide a solid structure for monitoring the effectiveness of Almirall's policies, actions and strategies for managing material risks and impacts, thus ensuring greater transparency and accountability in its corporate performance.
Section 3.1.4 "Sustainability and ESG goals" describes the sustainability objectives in relation to people as well as the associated projects and initiatives.
At the close of the 2024 financial year, Almirall had a total of 2,026 employees from 40 nationalities, 46% of whom are men and 54% women. The average length of employment is 11 years and 73% of our employees have a university degree.
The method used to collect the information was as follows:
Almirall has a global human resources information system from which all information concerning the workforce is extracted. From this a year-end report is extracted of the total number of active employed persons regardless of location or type of contract, based upon which all information related to the workforce profile is prepared.
Almirall's workers are concentrated in Europe (96%) and the United States (4%). The information by professional category is divided into Directors (6%), Middle Management (10%), Specialists/Professionals (58%) and Administrative/Manual Workers (26%). The age distribution of Almirall's workforce is as follows: 7% are under 30 years of age, 52% are between 30 and 50, and 41% are over 50 years of age.
| 31/12/2023 | 31/12/2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Country | Women | Men | Others | Not declared |
Total | Women | Men | Others | Not declared |
Total |
| Spain | 652 | 608 | 0 | 0 | 1,260 | 686 | 640 | 0 | 0 | 1,326 |
| Germany | 169 | 144 | 0 | 0 | 313 | 191 | 150 | 0 | 0 | 341 |
| United States | 50 | 33 | 0 | 0 | 83 | 53 | 30 | 0 | 0 | 83 |
| Italy | 44 | 43 | 0 | 0 | 87 | 51 | 50 | 0 | 0 | 101 |
| United Kingdom | 19 | 11 | 0 | 0 | 30 | 19 | 11 | 0 | 0 | 30 |
| Switzerland | 12 | 4 | 0 | 0 | 16 | 10 | 6 | 0 | 0 | 16 |
| Netherlands | 7 | 3 | 0 | 0 | 10 | 8 | 2 | 0 | 0 | 10 |
| Austria | 7 | 6 | 0 | 0 | 13 | 9 | 7 | 0 | 0 | 16 |
| Belgium | 8 | 6 | 0 | 0 | 14 | 9 | 6 | 0 | 0 | 15 |
| Nordic countries | 9 | 6 | 0 | 0 | 15 | 8 | 6 | 0 | 0 | 14 |
| Portugal | 8 | 2 | 0 | 0 | 10 | 8 | 3 | 0 | 0 | 11 |
| Poland | 6 | 1 | 0 | 0 | 7 | 6 | 1 | 0 | 0 | 7 |
| France | 23 | 14 | 0 | 0 | 37 | 29 | 17 | 0 | 0 | 46 |
| China | 1 | 0 | 0 | 0 | 1 | 1 | 0 | 0 | 1 | |
| Czech Republic | 5 | 2 | 0 | 0 | 7 | 5 | 3 | 0 | 0 | 8 |
| Slovak Republic | 1 | 0 | 0 | 0 | 1 | 1 | 0 | 0 | 1 | |
| Group Total | 1,021 | 883 | 0 | 0 | 1,904 | 1,094 | 932 | 0 | 0 | 2,026 |
Of the total number of workers in Senior Management6 at 31 December 2024, 2 are women (22%).
Table 40 Breakdown of employees by gender and geography
6 Senior Management refers to the people that make up the Management Board
In the event of discrepancy, the Spanish language version prevails.
There are currently no non-guaranteed hours employees. The year-end distribution of contracts by duration (indefinite/permanent or temporary), age, professional category and gender is as follows:
| 31/12/2023 31/12/2024 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Type of contract |
Women | Men | Others | Not declared |
Total | Women | Men | Others | Not declared |
Total |
| Full-time permanent |
961 | 859 | 0 | 0 | 1,820 | 1,051 | 904 | 0 | 0 | 1,955 |
| Part-time permanent |
32 | 8 | 0 | 0 | 40 | 20 | 11 | 0 | 0 | 31 |
| Full-time temporary |
25 | 14 | 0 | 0 | 39 | 19 | 16 | 0 | 0 | 35 |
| Part-time temporary |
3 | 2 | 0 | 0 | 5 | 4 | 1 | 0 | 0 | 5 |
| Group Total | 1,021 | 883 | 0 | 0 | 1,904 | 1,094 | 932 | 0 | 0 | 2,026 |
Table 41 Breakdown of employees by type of contract and gender
| 31/12/2023 | 31/12/2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Country | Full-time permanent |
Part-time permanent |
Full-time temporary |
Part-time temporary |
Total | Full-time permanent |
Part-time permanent |
Full-time temporary |
Part-time temporary |
Total |
| Spain | 1,207 | 27 | 26 | 0 | 1,260 | 1,293 | 8 | 25 | 0 | 1,326 |
| Germany | 290 | 9 | 9 | 5 | 313 | 307 | 22 | 7 | 5 | 341 |
| US | 83 | 0 | 0 | 0 | 83 | 83 | 0 | 0 | 0 | 83 |
| Italy | 85 | 0 | 2 | 0 | 87 | 100 | 0 | 1 | 0 | 101 |
| United Kingdom | 29 | 1 | 0 | 0 | 30 | 29 | 1 | 0 | 0 | 30 |
| Switzerland | 13 | 3 | 0 | 0 | 16 | 16 | 0 | 0 | 0 | 16 |
| Netherlands | 8 | 0 | 2 | 0 | 10 | 9 | 0 | 1 | 0 | 10 |
| Austria | 13 | 0 | 0 | 0 | 13 | 16 | 0 | 0 | 0 | 16 |
| Belgium | 14 | 0 | 0 | 0 | 14 | 15 | 0 | 0 | 0 | 15 |
| Nordic countries | 15 | 0 | 0 | 0 | 15 | 14 | 0 | 0 | 0 | 14 |
| Portugal | 10 | 0 | 0 | 0 | 10 | 11 | 0 | 0 | 0 | 11 |
| Poland | 7 | 0 | 0 | 0 | 7 | 6 | 0 | 1 | 0 | 7 |
| France | 37 | 0 | 0 | 0 | 37 | 46 | 0 | 0 | 0 | 46 |
| China | 1 | 0 | 0 | 0 | 1 | 1 | 0 | 0 | 0 | 1 |
| Czech Republic | 7 | 0 | 0 | 0 | 7 | 8 | 0 | 0 | 0 | 8 |
| Slovak Republic | 1 | 0 | 0 | 0 | 1 | 1 | 0 | 0 | 0 | 1 |
| Group Total | 1,820 | 40 | 39 | 5 | 1,904 | 1,955 | 31 | 35 | 5 | 2,026 |
Table 42 Breakdown of employees by type of contract and geographical area
As set out in detail in Note 22 of the Notes to the Consolidated Annual Accounts of the Group at the end of December 2024, the list of employees broken down by professional category and gender is as follows:
| 31/12/2023 | 31/12/2024 | |||||
|---|---|---|---|---|---|---|
| Professional category | Women | Men | Total | Women | Men | Total |
| Directors | 41 | 63 | 104 | 45 | 67 | 112 |
| Middle management | 89 | 101 | 190 | 98 | 106 | 204 |
| Specialists / Professionals | 605 | 454 | 1059 | 688 | 488 | 1176 |
| Administrative/Manual Workers |
286 | 265 | 551 | 263 | 271 | 534 |
| Group Total | 1,021 | 883 | 1,904 | 1,094 | 932 | 2,026 |
Table 43 Breakdown of employees by category and gender (the category "Other" and "Undeclared" are not shown because all amounts are zero)
The following table shows the breakdown by gender within each professional category as a percentage of the total of the category. The increase of 1 percentage point of women in the category of middle management compared to the previous year is noteworthy, bringing us gradually closer to parity in this segment. Of the remaining categories, in Specialists/Professionals women are up two points and in Administrative/Manual Workers they are down 3 points.
| 31/12/2023 | 31/12/2024 | ||||
|---|---|---|---|---|---|
| Professional category | Women | Men | Women | Men |
| Directors | 40% | 60% | 40% | 60% | |||
|---|---|---|---|---|---|---|---|
| Middle management | 47% | 53% | 48% | 52% | |||
| Specialists / Professionals | 57% | 43% | 59% | 41% | |||
| Administrative/Manual | |||||||
| Workers | 52% | 48% | 49% | 51% | |||
| Group Total | 54% | 46% | 54% | 46% |
Table 44 Breakdown of employees by category and gender in % (the category "Other" and "Undeclared" are not shown because all amounts are zero)
Additional indicators on the breakdown of workforce by professional category, age and gender are included in section 7.1 "Other social indicators".
At Almirall, we channel the spirit of solidarity and encourage staff participation in social projects through a global corporate volunteering program designed in 2024, which will start in 2025. Aligned with the company's values and purpose, as well as with the sustainability policy, it includes social team-building activities that the company's areas and departments can carry out in collaboration with Fundación Áurea and other selected entities, as well as an individual volunteering day (8 hours) that staff can dedicate to approved organizations, selected from a regularly updated catalogue. This global program will start to be implemented in 2025 and will be progressively adapted locally in the subsidiaries.
As an example, this year the Sustainability Committee participated in a team-building activity with a positive environmental and social purpose and impact. To this end, we collaborated once again with Fundación Áurea and Fundación Espigoladors, to learn first-hand about the work they carry out. The Sustainability Committee had the opportunity to learn about the Alimentos Solidarios [Solidarity Food] project, which makes it possible for hundreds of families in vulnerable situations to eat healthily every week, while at the same time helping to reduce food waste, protect the environment and contribute to labor insertion. To this end, the members of the Committee participated, together with Fundación Espigoladors, in a harvest that prevented the waste of more than 450 kg of vegetables.
Almirall's corporate volunteering program not only reinforces its commitment to society, but also increases the workforce's sense of belonging and commitment to the company. It also fosters internal cohesion and develops skills and capacities essential for the social commitment, such as collaboration, teamwork, solidarity and empathy. As and when the program is rolled out in all the subsidiaries, we expect to see a significant positive impact on both communities and the workforce.
Below is a breakdown of layoffs by country and gender, taking into account all layoffs regardless of the reason (voluntary and involuntary). The figures reported correspond to people who have an employment contract with any Group company and whose leaving date is between the first and last day of the year.
| 2023 | 2024 | |||||
|---|---|---|---|---|---|---|
| Country | Women | Men | Total | Women | Men | Total |
| Spain | 69 | 55 | 124 | 52 | 51 | 103 |
| Germany | 13 | 16 | 29 | 32 | 18 | 50 |
| United States | 18 | 21 | 39 | 11 | 10 | 21 |
| Italy | 4 | 1 | 5 | 4 | 6 | 10 |
| United Kingdom | 7 | 7 | 14 | 3 | 6 | 9 |
| Switzerland | 1 | 1 | 2 | 5 | 1 | 6 |
| Netherlands | 3 | 0 | 3 | 2 | 0 | 2 |
| Austria | 2 | 0 | 2 | 2 | 1 | 3 |
| Belgium | 0 | 1 | 1 | 1 | 2 | 3 |
| Nordic countries | 2 | 1 | 3 | 1 | 0 | 1 |
| Portugal | 1 | 0 | 1 | 1 | 0 | 1 |
| Poland | 0 | 1 | 1 | 1 | 0 | 1 |
| France | 4 | 2 | 6 | 5 | 0 | 5 |
| China | 1 | 0 | 1 | 0 | 0 | 0 |
| Czech Republic and Slovakia |
1 | 0 | 1 | 2 | 0 | 2 |
| Group Total | 126 | 106 | 232 | 122 | 95 | 217 |
Table 45 Total Almirall layoffs by country and gender
The table below shows the same % of turnover out of the total for each geographical area, divided between total turnover and unwanted turnover (in other words, voluntary departures).
| 2023 | 2024 | ||||
|---|---|---|---|---|---|
| Country | Total turnover |
Unwanted turnover |
Total turnover | Unwanted turnover |
|
| Spain | 7.4% | 1.6% | 5.9% | 1.1% | |
| Germany | 8.1% | 1.3% | 10.4% | 1.2% | |
| United States | 42.2% | 5.3% | 26.1% | 8.7% | |
| Italy | 6.1% | 0% | 9.3% | 4.1% | |
| United Kingdom | 33.4% | 0% | 35.5% | 3.5% | |
| Switzerland | 11.7% | 5.8% | 35.5% | 5.9% | |
| Netherlands | 17.1% | 0% | 21.2% | 0% | |
| Austria | 13.9% | 13.9% | 19.1% | 6.4% | |
| Belgium | 7.3% | 0% | 20.8% | 0% | |
| Nordic countries | 9.2% | 9.2% | 6.9% | 0% | |
| Portugal | 10.2% | 0% | 9.1% | 0% | |
| Poland | 17.1% | 0% | 13.8% | 0% | |
| France | 13.8% | 0% | 12.4% | 7.4% | |
| Czech Republic and Slovakia | 13.5% | 0% | 23.3% | 11.7% | |
| Group Total | 10.1% | 1.8% | 8.9% | 1.8% |
Table 46 Almirall staff turnover
The turnover rate was calculated by dividing the number of departures with permanent contracts by the average number of employees in each country during the year of calculation. The company understands as undesired turnover that which considers the layoffs that have had a negative impact on Almirall.
Since 2023, and in order to monitor monthly turnover in the company, a dashboard has been used that includes the % of (total and unwanted) turnover, benefiting us by providing a unified calculation for all countries in the same tool.
Absenteeism data corresponds to the hours of absence recorded for reasons of sickness and/or occupational accidents for the financial years 2023 and 2024. The breakdown by country and gender is as follows:
| 2023 | 2024 | |||||
|---|---|---|---|---|---|---|
| Country/Hours (*) | Women | Men | Total | Women | Men | Total |
| Spain | 54,648 | 24,224 | 78,872 | 67,512 | 34,128 | 101,640 |
| Germany | 9,264 | 8,520 | 17,784 | 8,896 | 9,976 | 18,872 |
| Italy | 504 | 816 | 1,320 | 456 | 312 | 768 |
| United Kingdom | 1,995 | 270 | 2,265 | 1,043 | 8 | 1,050 |
| Switzerland | 274 | 83 | 357 | 755 | 100 | 855 |
| Netherlands | 2,520 | 128 | 2,648 | 416 | 0 | 416 |
| Austria | 862 | 239 | 1,101 | 285 | 123 | 408 |
| Belgium | 480 | 15 | 495 | 975 | 53 | 1,028 |
| France | 1,547 | 189 | 1,736 | 4,984 | 1,981 | 6,965 |
| Total Group Hours | 72,094 | 34,484 | 106,578 | 85,322 | 46,681 | 132,002 |
| % Absenteeism | 3.0% | 3.4% |
Table 47 Absenteeism by country and gender
(*) Absence hours are not reported in the USA since local legislation does not allow them to be recorded. Nor are they reported for geographical areas with less than 15 workers on average (Netherlands, Czech Republic, Nordic countries, China, Portugal, Poland)
Absenteeism is monitored by means of a quarterly dashboard that includes the % of absenteeism (men/women) in a uniform way for all geographies.
Non-employees are considered to be all members of Almirall's workforce who provide services directly, regardless of their contractual relationship with the company. This includes, for example, individual contractors who contribute their labor, people employed by companies specializing in the provision of labor-related services, such as temporary employment agencies, as well as students on work placements.
At the time of writing, Almirall is working on the collection and incorporation of this data so that it can be included in coming years into the tables corresponding to disclosure requirements S1-13 and DP 84.
The management of non-employees is managed locally from each of the subsidiaries in which Almirall has a direct presence, and covers the different local requirements, mainly in terms of H&S. To date, we do not have a corporate tool enabling us to monitor these people in an aggregated manner.
Work has already begun to have a tool in place by 2025 that, among other functions, will enable us to monitor these staff globally, as well as a working guide to ensure that all non-employees linked to Almirall are covered by the same criteria.
Almirall's success is based on the knowledge, participation and engagement of its workforce. The company has recently launched a Diversity and Inclusion Program to highlight diversity and promote an inclusive work culture. Almirall currently employs professionals of 28 different nationalities and 53% of its workforce are women.
For more details of Almirall's commitments to diversity and inclusion, see section 5.2.2 "Policies related to own workforce" of this report. More details on the Equality Plan in terms of wages are provided in section 5.2.11 "Adequate wages" of this report.
The breakdown of the company's total employees by age range and gender in number and percentage is presented below:
| 31/12/2023 | 31/12/2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Age | Women | Men | Total | Women | Men | Total | |||
| < 30 | 73 | 65 | 138 | 75 | 71 | 146 | |||
| 30 - 50 | 557 | 407 | 964 | 605 | 452 | 1057 | |||
| > 50 | 391 | 411 | 802 | 414 | 409 | 823 | |||
| Group Total | 1,021 | 883 | 1,904 | 1,094 | 932 | 2,026 | |||
Table 48 Breakdown of workforce by age and gender
| 31/12/2023 | 31/12/2024 | |||||
|---|---|---|---|---|---|---|
| Age | Women | Men | Women | Men | ||
| < 30 | 53% | 47% | 51% | 49% | ||
| 30 – 50 | 58% | 42% | 57% | 43% | ||
| > 50 | 49% | 51% | 50% | 50% | ||
| Group Total | 54% | 46% | 54% | 46% |
Table 49 Breakdown of employees by age and gender %
The Equality Plan in Spain, the first of which was signed in May 2009, aims to continue advancing equal opportunities regardless of gender. The aim is to implement actions to prevent any form of gender discrimination, whether direct or indirect, at Almirall. These actions are integrated into all areas where the company operates, and monitoring systems are set up to ensure compliance with the plan in the long term.
Under the supervision of the Chief People & Culture Officer, the plan aims to achieve real gender equality in the company, whilst also contributing to this goal in society in general.
In order to give continuity to the actions included in the previous plan, the need to negotiate a new one was established, which was approved in February 2020 for a period of four years. This plan was negotiated and agreed by the Equality Negotiating Committee, set up in 2019, which is responsible for monitoring and assessing compliance with the equality actions agreed with Almirall.
The actions contemplated in this plan apply to all personnel of the Almirall Group companies in Spain, as well as to workers who provide services through Temporary Employment Agencies in these companies.
As of next year, there will be a new Equality Plan that will be applicable for the next four years, 2025-2028, to which a minimum of 15,000 euros will be allocated for the adoption of these new actions during the year 2025.
The evaluation of the 2021-2024 Equal Opportunities Plan has revealed a positive trend towards equal opportunities and non-discrimination on the grounds of sex. The main qualitative results of this evaluation are as follows:
In general terms, the objectives set out in the 2021-2024 Equality Plan have been satisfactorily achieved, with most of the actions having been successfully implemented. With a view to next year, a new diagnosis will be carried out to ascertain the company's situation and to continue working on the eradication of any inequalities in treatment or opportunities that have no objective justification.
In order to ensure equal opportunities, regardless of gender, in the workplace, and with the conclusions of the diagnosis of the Equality Plan, this guide, in force since March 2023, promotes the use of inclusive language. It aims to provide a communication strategy that applies to internal and external processes, ensuring equal treatment and opportunities for all employees.
This manual seeks to avoid expressions with negative connotations and those that perpetuate gender stereotypes, as well as the use of the generic masculine and terms that may be falsely inclusive.
It also addresses the use of images, ensuring that all images reflect equality between women and men. Examples and good practices are also included that illustrate these concepts.
The alternatives proposed throughout the manual are simple and easy to implement in everyday life, and represent a transformative effort both for the internal reality of the company and its members and for the image we project externally.
An e-learning course with the main content of the inclusive language manual is also offered, which is mandatory for people with an impact on communications on the intranet.
A significant change has been appreciated in the communications made by the organization following the adoption of these actions, always using inclusive language.
In the event of discrepancy, the Spanish language version prevails.
Almirall is highly committed to employing people with disabilities. At present, there are different collaboration agreements in effect with different Special Work Sites, Entities and Foundations, and we also work proactively to promote and/or facilitate the hiring and integration of this group.
In accordance with the main general legal provisions in force intended to address the rights of people with functional diversity, Almirall meets the compliance requirements through the reserve quotas established by law in each of the countries where it has a work center, or through exception certificates and according to the different circumstances that arise in the Group's companies.
With regards to the measures to guarantee universal access for people with any type of functional diversity in workplaces in Spain, those buildings with building permits prior to 12 September 2010 must adapt to the current regulations whenever extension, modification, reform or rehabilitation works are carried out (in accordance with the Third Transitional Provision of Spanish Royal Decree 173/2010, of 19 February).
With regards to the Sant Andreu de la Barca center (Pharmaceutical Production), this site complies with the regulations applicable at the date of construction and has been brought into line with current regulations in those areas where there has been a refurbishment. Specifically, when the offices were refurbished as part of the "Flexible Work Place" project in 2018, they were brought into line with the regulations in force at the time. As regards the chemical production building, it complies with the regulations applicable at the date of construction. A refurbishment according to the "Flexible Workplace" project is planned for 2026 and the offices will be made suitable for people with reduced mobility.
The Sant Feliu de Llobregat Center (R&D Site) complies with the regulations applicable at the date of construction and has been brought into line with current regulations in those areas where there has been a refurbishment. In particular, the D building (administrative building) is currently being refurbished and will be brought up to current standards.
At the Headquarters (Ronda General Mitre), although it complies with the regulations applicable at the date of construction, an analysis and planning of works has been carried out in order to voluntarily adapt to current regulations. These works to enable the normal operation of the building are planned in 5 phases, the first of which will begin in 2026. Finally, at the Sant Celoni and Sant Andreu de la Barca chemical plants, the analysis of the works required to bring them into full compliance with current regulations is expected to begin shortly.
Finally, at the Sant Celoni chemical plant, the building complies with the regulations applicable at the date of construction. A refurbishment according to the "Flexible Workplace" project is planned for 2027 and the offices will be made suitable for people with reduced mobility.
The Group employs the following collective with an accredited degree of functional diversity, together with their percentage compared to the Group's total number of employees:
| 2022 (1) | 2023 (1) | 2024 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| Total functional diversity personnel | 37 | 36 | 40 | |||||
| Women | 26 | 25 | 23 | |||||
| Men | 11 | 11 | 17 | |||||
| % of Group total | 2.0% | 1.9% | 2.0% | |||||
Table 50 Workforce with functional diversity
(1) Information from the US subsidiary is not available due to data privacy regulations.
Almirall's compensation programs pursue a culture of high performance, with compensation and benefit plans based on external competitiveness and internal equity according to the level of contribution by the job position held and the performance of each employee. Sector wages are continuously analyzed in order to remain competitive in each and every market in which we operate and to offer attractive social benefits that are aligned with local practices. In turn, both the unadjusted and adjusted gender pay gap is calculated annually, and the results are made transparent in the annual Sustainability Report. The calculation of the pay gap is explained in section 5.2.16 "Pay Equity Criteria and Pay Gap at Almirall".
There is a firm commitment to gender pay equity, which is reflected in the ESG objectives, as well as to guaranteeing a decent and adequate wage in each and every country where Almirall operates.
The principles of Almirall's Compensation Policy, inspired by the company's values, govern compensation and benefits activities and, as a result, compensation decisions:
Currently, salary bands are based on Willis Towers Watson salary surveys of the pharmaceutical sector for each of the countries where Almirall has a presence. Also, in Spain, salaries are linked to the collective bargaining agreement of the Chemical Industry, affecting 94% of the workforce in Spain. Senior Leadership grade 11+, is excluded from this regulation.
For the rest of the workers, located in other countries, the salary bands are above the minimums established by local Collective Agreements. Salary bands are updated regularly to keep pace with inflation increases in the markets where Almirall competes.
Almirall employees are offered the opportunity to contribute to the future success of the company regardless of where they are located within the organization. The focus is on performance to achieve the goals and behaviors necessary to achieve positive outcomes for the Company and for our patients.
The different remuneration packages or compensation programs are designed to be understandable and simple. The same principles are applied consistently under the same framework and governance. Just as there are different roles within Almirall, we recognize that the markets where we compete are different and the compensation packages vary, taking into account local relevance, but also without losing global consistency.
In 2022, the organizational structure of job positions was reviewed under the Equal project, the main objective of which was to establish a solid foundation on which the Compensation and Benefits strategy and some of the key People & Culture processes are linked. This structure is based on a Global Job Map of the company along with its governance and job titles associated with each grade (level of contribution within Almirall). As a basis for transparency, each employee was informed of the grade (contribution level) and title of their position according to the new policy. The next step of this project was to create standardized salary structures by region and level of contribution, to review short-term incentives and the compensation policies in order to link them to this structure.
This project for the correct valuation of jobs is in line with the new legislation in Spain (Royal Decree 902/2020) on equal pay for men and women, and is further evidence of the company's commitment to equality. This commitment is also demonstrated in the Equality Plan that Almirall has had in place since 2009, updated in 2020, as well as in the appointment of an equality agent who will monitor all the positive actions proposed within it.
The objectives of the plan include promoting and improving access to senior positions by women, as well as preventing discrimination in hiring and gender-based pay.
Almirall regularly analyses the valuation of the different job positions, as well as the performance of each person, in order to recognize the performance of each one of them through the annual salary increase process. In addition, the various benefit programs allow employees to tailor their compensation package to the specific needs of each individual and their families.
All Almirall employees have social protection, either through public schemes in their respective countries or also, in a complementary manner, through different mechanisms (supplementary benefits, social benefits, etc.). These mechanisms are intended to protect the loss of income arising from specific situations such as illness, accident, unemployment, childbirth leave or retirement. These benefits are aligned with the local legislation and practices in each country where the company operates.
The following table shows the casuistry for each country, according to each situation:
| Social Protection |
Sickness | Unemployment | Accident at work | Parental Leave | Retirement | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| State Protecti on |
Comp any social benefi ts |
State Protecti on |
Compan y social benefits |
State Protecti on |
Compan y social benefits |
State Protecti on |
Compan y social benefits |
State Protecti on |
Compan y social benefits |
|
| Spain | X | X | X | X | X | X | X | X | X | |
| Germany | X | X | X | X | X | X | ||||
| United States | X | X | X | X | X | X | X | |||
| Italy | X | X | X | X | X | |||||
| United Kingdom | X | X | X | X | X | |||||
| Switzerland | X | X | X | X | X | |||||
| Netherlands | X | X | X | X | X | X | ||||
| Austria | X | X | X | X | X | X | X | X | ||
| Belgium | X | X | X | X | X | |||||
| Denmark | X | X | X | X | X | |||||
| Norway | X | X | X | X | ||||||
| Sweden | X | X | X | X | ||||||
| Portugal | X | X | X | X | X | X | ||||
| Poland | X | X | X | X | X | X | ||||
| France | X | X | X | X | X | X | ||||
| China | X | X | X | X | ||||||
| Czech Republic | X | X | X | X | X | |||||
| Slovak Republic | X | X | X | X |
Within social benefits, Almirall has several products and services that can be divided into three main groups: well-being, finance and subsidies and prizes.
Those benefits focused on well-being include the payment of a life insurance policy for all internal employees managed by Generali, as well as a private health insurance policy for all employees with permanent contracts. In addition, all Almirall Spain facilities offer a number of initiatives such as a medical service, a gym, a restaurant and free fruit two days a week. We also offer travel insurance for all those people who need to travel.
All financially-related benefits are focused on improving and helping all staff to achieve financial security to the best of each person's capabilities. A flexible compensation plan is offered, including several products that can be contracted (health insurance, life insurance extension, training, transport vouchers, childcare vouchers and a collective savings insurance) as well as an exclusive discount club for the whole group. We also have advantageous agreements with several banks, and a financial well-being plan that gives talks every October to help those interested in improving their finances.
Finally, grants and premiums are also offered to the entire community. Amongst these grants, we would highlight school grants, loans or bonuses for marriage/partnership or birth and adoption, among others. Grants are also offered for the purchase of electric or hybrid vehicles and seniority bonuses are offered for those who have been with the company for more than 10 years.
Almirall internalized the recruitment model by building a highly skilled team of recruiters who carry out the hiring process from start to finish, from the identification and attraction of passive candidates to the evaluation of these candidates for the different positions. This proactive approach to recruiting ensures the existence of a pool of talented candidates and helps make it simpler to track them and to hire the best candidate for each position.
In order to increase the company's ability to attract talent, a Referral Program was developed and implemented in May 2017. This program allows workers to recommend their best contacts for Almirall vacancies. As an incentive, if a recommended candidate is ultimately hired, the worker who made the recommendation receives a financial reward. It's a good way of reaching candidates who fit the company's needs in terms of both business and organizational culture, and of encouraging the workers themselves to recommend the company as a good place to work and develop professionally. It also serves as a good letter of introduction that makes highly talented individuals interested in participating in the Group's hiring processes. In the last 4 years of the program, of the selection processes carried out, 34 processes have been filled with referenced applications (7 in 2022, 7 in 2023 and 15 in 2024).
The hiring process is robust and consists of several steps according to the level of the organization. These steps guarantee quality hiring that aligns with Almirall's corporate culture and values.
When it comes to evaluating applications, there are three assessment levels: Basic, Silver and Gold, coordinated by the Global Talent Acquisition team:
The case study or presentation on a specific topic makes it possible to assess both skills and entrepreneurial vision, communication, influence, innovation and strategic vision. The role-play, on the other hand, makes it possible to evaluate leadership skills and results orientation, among other qualities.
When selecting candidates, meritocracy and cultural diversity are advocated in all hiring processes, as diversity and inclusion are part of Almirall's DNA. For example, there are employees of 40 different nationalities, which allows the company, among other things, to be more innovative and productive and to benefit from different points of view that ultimately impact business results.
Furthermore, Almirall firmly believes in giving workers the opportunity to progress in their careers within the company. Thus, whenever a new vacancy is available it is always posted on the internal opportunities portal and a summary of all positions is made on the intranet every 15 days. In this way, priority is given to workers so they can enjoy a long career and professional development within the company.
The annual Performance Appraisal process, referred to internally as GPS (Go, Perform, Succeed) is modern, simple and transparent and adapted to the current and future demands of the work environment. At Almirall it is important not only to achieve the set objectives, but also to do so in a way that promotes our culture and values.
This process is key to ensuring that the workers' objectives are aligned with Almirall's strategy, whilst at the same time fostering professional development through enriching conversations, promoting a culture of continuous feedback and thus reinforcing an environment of mutual trust.
The objectives are set at the beginning of the year and can be both individual and team objectives. Throughout the year, frequent meetings called Continuous Feedback Meetings are held so that workers and their leaders can discuss the progress of their objectives and provide feedback to each other; also, key objectives and behaviors can be adjusted halfway through the year in order to attain them, if deemed necessary. At the end of the year, a formal performance appraisal is conducted which includes a review of the objectives achieved and the behaviors demonstrated in doing so.
This process, especially through the feedback conversations, also enables workers to gain a clearer picture of the personal aspects to be strengthened and developed. Thus, they can set objectives in an individual development action plan agreed with their leader and known internally as MiD (My Development). It is drawn up and regularly reviewed by the worker with the guidance of her/his direct leader, focusing on learning from the defined development actions.
In the event of discrepancy, the Spanish language version prevails.
The number of employees who have taken part in the performance appraisal process (GPS) are listed below:
| Category | Gender | 2024 | ||
|---|---|---|---|---|
| Women | 47 | |||
| Directors | Men | 68 | ||
| Women | 99 | |||
| Middle management | Men | 106 | ||
| Women | 679 | |||
| Specialists / Professionals | Men | 497 | ||
| Women | 300 | |||
| Administrative staff/Workers | Men | 280 | ||
| Women | 1,125 | |||
| Group Total | Men | 951 |
Table 51 Participation in the performance appraisal process
The annual Talent Review and Succession Planning process is key to identifying critical internal talent, in which the following aspects are analyzed strategically, department by department:
As said above, Almirall's culture is based on corporate values and the Purpose. Therefore, the training and development of workers plays such an important role in daily operations, representing a strategic and priority focus in the company's corporate agenda.
Training and development at Almirall is fundamental to ensuring that employees are prepared and have the necessary tools and skills to give the best of themselves, generating a clear return on investment for the company. Training and development is based on the "70:20:10" learning model, which states that 70% of learning is based on experience, 20% on interaction with peers and 10% on structured training.
The aim of the training and development model at Almirall is to strengthen workers' competences and skills, promoting a culture of continuous learning and development. This approach provides a positive experience, preparing everyone to perform their tasks and achieve objectives efficiently.
Each year, an annual online and in-person training plan aligned with Almirall's strategy and values is presented. Each worker adapts this plan to his or her annual development needs, aligning it with his or her individual development action plan, known as MiD (My Development).
The annual training plan aims to offer a variety of training courses, both online and in-person, to help prepare workers for the different stages of their professional careers. This plan is directly aligned with Almirall's strategy and values.
This training plan is presented to the entire company in four categories to facilitate the search for training courses and to organize the offer. These categories are: Culture and Values, Business, Technological Tools and Languages. The training is carried out in different formats to facilitate the participation of employees in them in a flexible way according to their needs: In-person, online, blended and e-learning.
management and well-being. In this category, there is also training on how to make the most out of the My Contribution and My Development processes. In 2024, feedback training has been especially promoted under the "Radical Candor" model aligned with Almirall's culture, with the aim of promoting a culture of continuous and transparent feedback.
It should be noted that several of the training courses in the training plan are run by in-house trainers, experts in their area of knowledge. Having in-house trainers has a threefold objective:
| 2022 | 2023 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Category | Gender | Hours | Average duration of training action |
Average hours of training |
Hours | Average duration of training action |
Average hours of training |
Hours | Average duration of training action |
Average hours of training |
| Directors | Women | 166 | 1.7 | 5.9 | 1,209 | 4.5 | 30.2 | 993 | 2.6 | 24 |
| Men | 413 | 1.9 | 7.6 | 2,219 | 4.0 | 34.0 | 1,217 | 2.0 | 19 | |
| Middle management |
Women | 1,399 | 1.5 | 14.4 | 3,540 | 3.4 | 39.6 | 2,826 | 2.1 | 30 |
| Men | 1,568 | 1.4 | 14.3 | 3,299 | 3.0 | 33.1 | 3,282 | 2.3 | 31 | |
| Specialists / Professionals |
Women | 9,500 | 1.7 | 16.0 | 19,132 | 2.3 | 32.1 | 29,073 | 2.4 | 44 |
| Men | 5,674 | 1.4 | 12.6 | 15,181 | 2.5 | 33.6 | 20,041 | 2.2 | 42 | |
| Administrative staff/Workers |
Women | 3,471 | 2.0 | 13.4 | 10,324 | 3.4 | 36.5 | 6,732 | 2.9 | 24 |
| Men | 4,715 | 3.5 | 21.3 | 7,307 | 3.0 | 28.0 | 7,899 | 3.9 | 30 | |
| Group Total | 26,906 | 1.8 | 14.8 | 62,211 | 2.8 | 33.0 | 72,061 | 2.5 | 36 |
Finally, shown below are the total number of hours of training provided, the average duration of each training activity, as well as the average number of training hours per worker:
Table 52 Hours of training by category and gender
The variation in the number of training hours shown in 2024 is mostly due to the implementation of the new global language program this year and the mandatory Code of Ethics training. Whilst key initiatives from
previous years such as "Radical Candor", "Smartworkplace", DAMA, and local job-related technical training have been maintained.
Work is currently underway on a project to transform the strategic training model, which will provide Almirall with a single platform from which workers will be able to consult all the available training and receive training via the platform. This will result in the following:
At Almirall, we offer a self-knowledge program designed to enable employees to identify and understand their strengths and areas for improvement. To do this, we use tools such as Insights, 360 Feedback and Coaching, among other resources, to foster a stronger personal knowledge. These tools not only help workers to become more aware of their capabilities and development opportunities, but also promote an environment of continuous growth and professional improvement.
Almirall articulates its offer of development programs for critical internal talent under the nomenclature of KNOWMADS, and there are two types in particular:
Core programs: aim to develop key capabilities, promote innovation and entrepreneurial vision, and expand knowledge for critical internal talent. There are 3 types of these:
Coaching Program: Aimed at all groups identified as critical internal talent, this program offers unlimited coaching sessions for a determined period of time, with the objective of strengthening their skills and abilities, facilitating their professional and personal development so that they can contribute significantly to the growth and success of the organization.
As for the training of non-employees, such as students on work placements and external staff, they are evaluated using qualitative processes adapted to their particular situation. For students on work placements, the assessment is carried out by their line managers as part of their training process. On the other hand, consultants are evaluated on the basis of the results obtained in their projects, according to previously established metrics. It should be noted that these groups do not participate in the GPS evaluation processes mentioned above.
The aim of Almirall's Awards and Recognition Program is to continue driving culture forward, reinforcing achievements consistent with our Purpose and our new values, which are our guide to how we want to engage, collaborate and lead our teams.
The program has four recognition initiatives: Purpose Awards, Values Awards, Contribution Awards and the Bravo Program. The Purpose, Values and Contribution Awards have a monetary prize.
Both the Purpose Awards and the Values Awards have a process for identifying winners each year, and the awards ceremony is held during Almirall's annual Leadership meeting, attended by the company's Top 100
Leaders. After the ceremony, the winners are shared with the entire organization through our internal channels and are also made public externally so that the recognition of the winners is highly visible.
The prevention and environmental management system is formally implemented and certified at the centers and with the activities indicated above in section 4.1.1 "Occupational Health, Safety and Environment Policy". At international subsidiaries beyond the scope of this certified system, occupational health and safety is managed locally, in accordance with the legal requirements applicable in each case.
At corporate level, Almirall has a Health and Safety Team which reports to the Global Sustainability Executive Director, who in turn reports to the Chief People & Culture Officer. This team has three full-time staff members and is complemented in the different areas and work centers by the participation of other employees with specific functions assigned to management of occupational safety on a part-time basis.
Occupational health and safety is an objective of the company as a whole, and therefore responsibility for achieving it is shared by all Almirall's employees, regardless of their level or role.
Almirall has an integrated occupational health and safety, environmental and energy management system (see section 4.1.2 "Almirall's integrated management system" for further details). Almirall was one of the first companies, in general, and one of the first chemical-pharmaceutical laboratories, in particular, to obtain certification of its system according to the new ISO 45001:2018 standard, which replaces the previous OHSAS 18001:2007, for which it has held certification since 2007. Currently, this certification covers all of Almirall's operational centers and activities in Spain and Germany, representing 82% of the average total number of staff. The remaining 18% corresponds to the commercial subsidiaries in the rest of the countries where Almirall has smaller offices, and where safety management is not certified, but rather the legally required management criteria are applied directly in each case.
With regards to non-employees, the coverage of the management system certified according to ISO 45001:2018 applies equally to 100% of the non-employees at Almirall's operational centers in Spain and Germany. In the rest of the countries where Almirall has work centers, the legally required management criteria are applied directly in each case.
Almirall has a series of established and implemented due diligence processes and procedures that it continuously updates to ensure that the prevention and environmental management system is appropriate, adequate and effective.
In the area of occupational health and safety, several relevant aspects deserve to be highlighted. These include risks and opportunities as well as the occupational risk assessment. Legal and other applicable requirements are also considered. Training is a crucial component, as is the participation of and communication and consultation with workers.
Document management and change control are essential for maintaining the integrity of the system. Priority areas are industrial safety in equipment and installations, together with the control of work with special risks. Attention is also paid to the control of suppliers of works and services and to the road transport of dangerous goods.
Emergency plans are designed in order to respond effectively to critical situations. Audits and Management's review of the management system ensure continuous improvement. Finally, the management of incidents, nonconformities and corrective actions is fundamental to maintaining a safe and healthy work environment.
In 2024, a number of preventive and health promotion activities for workers were carried out, including the following:
The tables in this section summarize the main statistical data on accidents at the different Almirall centers for the 2022, 2023 and 2024 financial years. As can be seen, compared to the 2023 data, in 2024 there has been a 40% reduction in the number of accidents with disability leave at work (9 in 2024 vs 15 in 2023):
It is important to note that, taking as a reference the official accident rate data for the last period published by the Ministry of Labor, Migration and Social Economy, the incidence rate of accidents with disability leave in 2024 was 76% below the level of the Industry Sector, Pharmaceutical Products Manufacturing Division (4.4 vs 18.2). Likewise, the severity rate of accidents resulting in disability leave in 2024 was 92% below the level of the Industry Sector, Manufacturing Industry Division (0.07 vs 0.91).
The tables in this section summarize the main statistical data on accidents at the different Almirall centers for the 2022, 2023 and 2024 financial years. Accident data disaggregated by gender of the workers employed in the company are also shown, with an indication of the incidence, frequency and severity rates.
| General data | Disability leave | ||||||
|---|---|---|---|---|---|---|---|
| Center | Average workforce (1) |
Hours worked (2) |
Accid. | Days lost | II (3) | IF (4) | IG (5) |
| Headquarters | 329 | 639,168 | 0 | 0 | 0 | 0 | 0 |
| Sant Feliu R&D Center | 195 | 372,600 | 0 | 0 | 0 | 0 | 0 |
| Sant Andreu Pharmaceutical Plant | 451 | 877,248 | 9 | 91 | 19.9 | 10.3 | 0.10 |
| Reinbek Pharmaceutical Plant | 121 | 262,387 | 2 | 68 | 16.5 | 7.6 | 0.26 |
| Chemical plants | 72 | 140,488 | 1 | 3 | 13.8 | 7.1 | 0.02 |
| Commercial subsidiaries | 701 | 1,298,715 | 1 | 46 | 1.4 | 0.8 | 0.04 |
| 2022 Total | 1,869 | 3,590,606 | 13 | 208 | 7.0 | 3.6 | 0.06 |
| Women | 1,010 | 1,938,927 | 9 | 29 | 8.9 | 4.6 | 0.01 |
| Men | 859 | 1,651,679 | 4 | 179 | 4.7 | 2.4 | 0.11 |
Table 53 Accident rate of Almirall Group workers in 2022
| General data | Disability leave | |||||||
|---|---|---|---|---|---|---|---|---|
| Center | Average workforce (1) |
Hours (2) |
worked | Accid. | Days lost | II (3) | IF (4) | IG (5) |
| Headquarters | 344 | 677,216 | 0 | 0 | 0 | 0 | 0 | |
| Sant Feliu R&D Center | 208 | 409,008 | 1 | 8 | 4.8 | 2.4 | 0.02 | |
| Sant Andreu Pharmaceutical Plant | 465 | 926,816 | 8 | 257 | 17.2 | 8.6 | 0.28 | |
| Reinbek Pharmaceutical Plant | 127 | 274,623 | 3 | 27 | 23.6 | 10.9 | 0.10 | |
| Chemical plants | 73 | 143,416 | 1 | 48 | 13.7 | 7.0 | 0.33 | |
| Commercial subsidiaries | 730 | 1,359,729 | 2 | 34 | 2.7 | 1.5 | 0.03 | |
| 2023 Total | 1,947 | 3,790,808 | 15 | 374 | 7.7 | 4.0 | 0.10 | |
| Women | 1,051 | 2,047,036 | 8 | 251 | 7.6 | 3.9 | 0.12 | |
| Men | 896 | 1,743,772 | 7 | 123 | 7.8 | 4.0 | 0.07 |
Table 54 Accident rate of Almirall Group workers in 2023
| General data | Disability leave | |||||||
|---|---|---|---|---|---|---|---|---|
| Center | Average workforce (1) |
Hours worked (2) |
Accid. | Days lost | II (3) | IF (4) | IG (5) | |
| Headquarters | 377 | 744,736 | 0 | 0 | 0 | 0 | 0 | |
| Sant Feliu R&D Center | 223 | 427,608 | 0 | 0 | 0 | 0 | 0 | |
| Sant Andreu Pharmaceutical Plant | 479 | 946,000 | 5 | 242 | 10.4 | 5.3 | 0.26 | |
| Reinbek Pharmaceutical Plant | 156 | 297,362 | 2 | 18 | 12.8 | 6.7 | 0.06 | |
| Chemical plants | 76 | 149,088 | 1 | 22 | 13.2 | 6.7 | 0.15 | |
| Commercial subsidiaries | 744 | 1,494,936 | 1 | 6 | 1.34 | 0.67 | 0.004 | |
| 2024 Total | 2,055 | 4,059,730 | 9 | 288 | 4.4 | 2.2 | 0.07 | |
| Women | 1,110 | 2,192,254 | 3 | 126 | 2.7 | 1.4 | 0.06 | |
| Men | 945 | 1,867,476 | 6 | 76 | 6.4 | 3.2 | 0.04 | |
Table 55 Accident rate of Almirall Group workers in 2024
1) Average number of workers in the period.
2) Number of planned hours worked + number of overtime hours – number of absence hours
3) Incidence rate: number of accidents per thousand workers.
4) Frequency rate: number of accidents per million hours worked.
5) Severity rate: number of days lost per thousand hours worked.
All reported accidents are minor. There have been no serious, very serious or fatal incidents.
Through the occupational health and safety management system and the identification, evaluation and control mechanisms, no workers with a high incidence or high risk of occupational diseases have been identified. No occupational diseases were identified and reported in 2024.
The tables in this section summarize the main accident statistics for non-employees at work centers located in Spain7 :
| General data | Disability leave | ||||||
|---|---|---|---|---|---|---|---|
| Center | No. of employees |
Hours worked (6) |
Accid. | Days lost | II (7) | IF (8) | IG (9) |
| Workers of construction and service contractors (1) |
3,732 | 6,538,464 | 2 | 42 | 0.5 | 0.3 | 0.01 |
| Temporary agency workers (2) | 65 | 113,880 | 0 | 0 | 0 | 0 | 0 |
| Scholarship holders (3) | 80 | 134,400 | 0 | 0 | 0 | 0 | 0 |
| 2024 Total | 3,877 | 6,786,744 | 2 | 42 | 0.5 | 0.3 | 0.01 |
| Women (4) | 2,094 | 3,664,842 | 1 | 34 | 0.5 | 0.3 | 0.01 |
| Men (5) | 1,783 | 3,121,902 | 1 | 8 | 0.6 | 0.3 | 0 |
Table 56 Accident rate for the year for non-employees of the Almirall Group
1) Average number of workers in the period, accredited by approved contractors to be able to perform work at Almirall's centers.
2) Number of workers accumulated during the year.
3) Number of workers accumulated during the year.
4) It is considered to be 54% women, the same as with Almirall's workforce.
5) It is considered to be 46% male, the same as with Almirall's workforce.
6) Number of theoretical hours worked.
7) Incidence rate: number of accidents per thousand workers.
7 With regards to the information on accidents at work of non-employees, 2023 is the first year that it is reported, and only for Almirall's centers and activities in Spain, which represent approximately 65% with respect to the company as a whole, in terms of the number of workers employed.
In the event of discrepancy, the Spanish language version prevails.
All reported accidents are of a minor nature, i.e. none are serious, very serious or fatal.
Through the occupational health and safety management system and the identification, evaluation and control mechanisms, no non-employee with a high incidence or high risk of occupational diseases has been identified. No occupational diseases were identified and reported in 2024.
In general, at Almirall's work centers in Spain with 50 or more employees, a Health and Safety Committee has been established as a joint and collegiate participation body for regular and periodic consultation of the company in matters of occupational risk prevention. The Health and Safety Committee is formed by the Prevention Delegates, on the one hand, and by representatives of the company in a number equal to that of the Prevention Delegates.
On the other hand, at the Almirall Germany center (Reinbek) the so-called ASA Committee (Occupational Safety and Health Committee - Arbeitsschutzausschuss) has been established, in which both the company and the workers (Work Council - Prevention Delegates) are represented, in addition to the support of the Medical Service and various technical figures in Prevention.
At a general level, the participation and consultation of workers takes place formally, through their representatives (Prevention Delegates), in the periodic meetings of the different Health and Safety Committees/ASA Committees. Nonetheless, on a day-to-day basis, the Prevention Delegates are informed and included as participants in the different processes managed in the PREVAL corporate application (incident investigations, change controls, audits, self-inspections, corrective and preventive actions, etc.), as well as on an occasional basis by means of specific information and consultation memos.
| Center | 2022 | 2023 | 2024 |
|---|---|---|---|
| Headquarters | 9 | 5 | 5 |
| Sant Feliu R&D Center | 7 | 4 | 5 |
| Sant Andreu Pharmaceutical Plant | 4 | 4 | 4 |
| Reinbek Pharmaceutical Plant | 4 | 4 | 5 |
| Sant Andreu Chemical Plant | 4 | 4 | 4 |
| Sant Celoni Chemical Plant | 4 | 4 | 4 |
| Almirall, S.A. Spanish Subsidiary | 8 | 6 | 3 |
| Laboratorios Almirall, S.L. Spanish |
|||
| Subsidiary | 8 | 6 | 3 |
| Industrial Area Laboratorios Almirall S.L. | 4 | 0 | 0 |
| Total | 52 | 37 | 33 |
The following table lists the 8 Safety and Health Committees / ASA Committees that have been operating in Almirall's centers in 2024, as well as the 33 meetings held during the year.
Table 57 Meetings held by Health and Safety Committees/ASA Committees
As a general assessment of what was discussed in the formal meetings of the different Health and Safety Committees/ASA Committees held during 2024, it can be concluded that no special issues arose that required comments beyond what is described in the minutes of these meetings and in any corrective and improvement actions that may have been managed through PREVAL.
As part of its commitment to health and well-being, Almirall has implemented various initiatives to promote the health of its employees and create healthy working environments. A notable milestone for the company in 2024 was the creation and launch of the Health, Safety and Wellbeing Roadmap 2030, approved by the Sustainability Committee in the last quarter of 2024. This Roadmap is part of the Sustainability and Social Impact Strategic Plan, specifically within the 'People' pillar, and consists of four main pillars: culture of safety and operational excellence, well-being, strategic alliances, and communication and awareness. The Roadmap sets out in detail an ambitious five-year strategic plan to further improve the well-being of Almirall's workers.
The Roadmap will give continuity to the "YouFeelWell" Corporate Wellness Program with the aim of strengthening the health and well-being of its employees and their environment. This program encourages the awareness and learning of healthy habits, providing access to tools and resources so that workers can unleash
their full potential and boost their inner energy. Well-being is understood as a multidimensional concept that is achieved by balancing different elements. The program is therefore built around four main pillars: physical, mental, social and financial/professional development.
In 2024, participation in the workshops and talks has been very high and highly valued by the workers, who are grateful for Almirall's efforts and investment in promoting their health.
Of particular note is the YouFeelWell Challenge which, in its 2024 edition, became more inclusive, holistic, interactive and supportive. This 12-week global challenge, supported by a social webapp, allows working people to choose to walk, run, cycle or swim, accumulating "Almirómetros" (Almirometers) that are converted into money to donate to selected patient associations. In 2024, the beneficiary organizations were the Atopic Dermatitis Association (AADA), the European Federation of Allergy and Airways Diseases Patients' Associations (EFA) and the European Psoriasis Association (EUROPSO).
The YouFeelWell program won the best initiative to promote health in the workplace at the 11th edition of the Atlante de Foment de Treball awards, highlighting its holistic and integral vision of well-being. This recognition reflects Almirall's commitment to the care of its employees and the success of the program thanks to everyone's participation.
The Group's workforce has various options for work-life balance in the different geographical areas where it operates. This section provides details of the most relevant ones
The Working Time Record is maintained using a computerized tool that allows workers to consult the number of hours they have worked, which is mandatory in workplaces in Spain, in accordance with the provisions of Royal Decree Law 8/2019 of 8 March.
As a result, Almirall employees in Spain are better able to see the time invested in carrying out their activities, which allows them to improve the efficiency of their working time and enjoy greater autonomy.
Outside of Spain, working time records are kept in accordance with the labor requirements of each country.
Almirall aims to facilitate the needs of all its employees outside of the workplace, respecting, facilitating and encouraging their relations with the family environment.
Through the articulation of internal policies we encourage all workers to balance their work and personal lives. This includes flexible working hours, teleworking, and paid family leave. In this regard, the Company makes the provision, both nationally and internationally, for employees to take paid family-leave and/or leave of absence, in order to be able to satisfactorily balance their personal and professional life, and always in accordance with the regulations of each country.
Thus the following leaves and leaves of absence are included in the national labor regulations, as well as in the national collective bargaining agreement applicable in the country and in the internal regulations, published through various guides on our corporate intranet:
The following tables show the percentage of eligible employees (i.e., who meet the legal requirements for the leave) who took family-related leave.
| Maternity / paternity leave | 2024 |
|---|---|
| Number of workers entitled to maternity/paternity leave |
84 |
| Women | 50 |
| Men | 34 |
| total % of workers entitled to maternity / paternity leave |
100% |
| Women | 60% |
| Men | 40% |
| Number of workers who exercised the right during the year |
84 |
| Maternity / paternity leave | 2024 | |||
|---|---|---|---|---|
| Women | 50 | |||
| Men | 34 | |||
| % of workers who exercised the right during the year |
100% | |||
| Women | 100% | |||
| Men | 100% |
| Parental leave | 2024 | ||
|---|---|---|---|
| Number of workers entitled to request parental leave |
1,063 | ||
| Women | 594 | ||
| Men | 469 | ||
| total % of employees entitled to request parental leave |
100% | ||
| Women | 56% | ||
| Men | 44% | ||
| Number of workers who exercised the right during the year |
29 | ||
| Women | 23 | ||
| Men | 6 | ||
| % of workers who exercised the right during the year | 2.7% | ||
| Women | 3.9% | ||
| Men | 1.3% |
| Leave of absence | 2024 | |
|---|---|---|
| Number of workers entitled to request leave of absence |
1,354 | |
| Women | 762 | |
| Men | 592 | |
| total % of workers entitled to request leave of absence |
100% | |
| Women | 56% | |
| Men | 44% | |
| Number of workers who exercised the right during the year |
18 | |
| Women | 16 | |
| Men | 2 | |
| % of workers who exercised the right during the year |
1.3% | |
| Women | 2.1% | |
| Men | 0.3% |
Almirall has working calendars that are applicable to all employees and compatible with the legislation in force in each country. The calendars are shared with the Legal Representation of workers to try to align, as far as possible, the productive needs of the company with personal life. For easy consultation by all employees, the company makes the aforementioned calendars available for each year and posts them on the corporate Intranet in the month of December.
In addition to the legally stipulated annual leave, depending on the country, Almirall offers up to seven additional days off to be taken over the course of the calendar year. For a better adaptability to the needs of the employee, these additional rest days can be taken in fractions of half days.
The company is committed to the well-being of its employees and, for this reason, with the aim of ensuring work-life balance, the work calendar includes a flexible work schedule, for both entering and leaving, which allows weekly working hours to be adapted to reconcile work and personal life.
Likewise, the company, in line with current labor regulations, has updated its intranet with all the paid and unpaid leave cases contemplated in the general labor regulations, as well as those set out in the State Chemical Industry collective bargaining agreement, establishing the different types of leave that workers can request and enjoy, which are also reflected in the working day register, and the information can be accessed at any time.
During 2022, a flexibility model entitled Turn it Flex was implemented. This model allows the working day to be adapted to the personal needs of each employee. Flexible working hours have been extended in all subsidiaries in accordance with local market practices, the holidays calendar has been made more flexible, extending the discretionary days off for personnel who work a split workday, and the teleworking model has been implemented, with up to 2 days a week in this modality, provided that the job position allows it. This point is included in the teleworking policy, published on the intranet, which also includes our employees' right to digital disconnection.
In the same way, employees who work shifts in the industrial area can change them on a rotating basis, with the possibility of morning, afternoon and night shifts. As for the industrial plants, there are rotating morning, afternoon and evening schedules, and annual leave and public holidays are pre-established in the calendar in order to ensure the pace of production.
In order to promote and encourage a more collaborative and innovative environment that allows for greater agility, efficiency and flexibility, a new model of office space has been defined. Implementation of the Flexible Work Place project has been completed in the buildings of the Sant Andreu de la Barca Pharmaceutical Plant Headquarters and Central Headquarters, and is currently being implemented in the R&D center in Sant Feliu de Llobregat. New offices have also been opened in Sweden and Norway, as well as refurbishments in line with the same philosophy at our German headquarters.
The Company's remuneration policy is described in detail in section Adequate wages of this report, followed by a breakdown of the impact of this on equal pay among the people who make up the organization.
At year-end 2024, Almirall's unadjusted pay gap (without taking into account job characteristics) averaged - 10%, i.e., on average, women were paid 10% less than men in Total Remuneration (Fixed Remuneration + Short-Term Variable Remuneration) or, to put it another way, women earn 90% of a man's Total Compensation. The calculation method differs from that used in 2023 in order to adapt to the requirements of the CSRD, but historical figures have not been recalculated as they are not material for comparative purposes.
The calculation formula used was as follows, considering the theoretical hours per country according to the agreements/regulations existing in each of them:
$$\text{Average Pay Gap}_{\text{.}}$$
$$= \left( \frac{\text{Average Total Hourly Remumenation Men} - \text{Average Total HourlyRemometrication Women}}{\text{Average Total hourly remometricationment}} \right) \text{x100}$$
In terms of wages, the most representative statistical parameter is the median, and so the gap between the median wages of women and men has also been calculated. The formula used was:
= ( Average Total Hourly Remuneration Men − Average Total Hourly Remuneration Women
Average Total hourly remuneration Men ) 100
| Global data |
Data 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Geography | Global | Administrative Manual workers |
Professionals | Middle Management |
Directors | |||||||
| 2023 | Women | Men | Gap | Gap | Gap | Gap | Gap | |||||
| Spain | 13.5% | 73,025 | 80,980 | 9.8% | -2.0% | 7.7% | 6.5% | 21.8% | ||||
| Germany | 6.4% | 88,656 | 90,426 | 2.0% | -11.9% | 2.3% | 4.8% | 18.1% | ||||
| United States | 26.7% | 151,161 | 241,245 | 37.3% | 0.0% | 13.7% | 24.4% | 19.3% | ||||
| Italy | 22.5% | 69,777 | 82,687 | 15.6% | 30.5% | 10.5% | 4.5% | 33.9% | ||||
| United Kingdom | 24% | 111,679 | 140,501 | 20.5% | 0.0% | 5.5% | -3.0% | 0.0% | ||||
| Switzerland | 20.5% | 125,655 | 199,106 | 36.9% | 0.0% | 19.2% | 12.1% | 0.0% | ||||
| Austria | 24.7% | 113,702 | 138,668 | 18.0% | 0.0% | 1.6% | -5.2% | 20.6% | ||||
| Belgium | 5.5% | 142,174 | 153,180 | 7.2% | 0.0% | -3.1% | -63.6% | 0.0% | ||||
| Netherlands | 10% | 102,229 | 90,390 | -13.1% | 0.0% | 4.5% | 0.0% | 0.0% | ||||
| France | 3.8% | 95,730 | 108,565 | 11.8% | 0.0% | 4.9% | 10.5% | 0.0% | ||||
| Portugal | 40.5% | 57,464 | 103,838 | 44.7% | 0.0% | 33.0% | 34.6% | 0.0% | ||||
| Denmark | 41.3% | 122,954 | 207,884 | 40.9% | 0.0% | -9.8% | 0.0% | 0.0% | ||||
| Sweden | 16.5% | 107,822 | 125,916 | 14.4% | 0.0% | -9.8% | 0.0% | 0.0% | ||||
| Norway | 0.0% | 98,217 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | ||||
| Poland | -35% | 72,620 | 55,559 | -30.7% | 0.0% | -14.9% | 0.0% | 0.0% |
| Data 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Geography | Global data |
Global | Administrative Manual workers |
Professionals | Middle Management |
Directors | |||||||
| 2023 | Women | Men | Gap | Gap | Gap | Gap | Gap | ||||||
| China | 0.0% | 147,075 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | |||||
| Slovak Republic | 0.0% | 53,680 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | |||||
| Czech Republic | 40.8% | 56,146 | 83,760 | 33.0% | 0.0% | -2.1% | 0.0% | 0.0% | |||||
| Total | 11.8% | 82,488 | 91,565 | 9.8% | -8.6% | 3.1% | 8.3% | 24.3% |
Table 58 Pay gap by category, gender and country
Below is the pay gap taking into account total compensation (base salary 100% and target short-term incentives 100%) by gender, country and grade (according to our Global Job Map). The grades between 2 and 17 are not shown because there is no gender gap (due to non-comparability between genders).
| Global | Breakdown of the gap by grade | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country | Women | Men | Gap | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 16 |
| Spain | 73,025 | 80,980 | 9.8% | 9.4% | -2.2% | -0.6% | 12.1% | 6.8% | 5.9% | 5.7% | 5.9% | 3.5% | 6.4% | 3.4% | -2.6% |
| Germany | 88,656 | 90,426 | 2.0% | -7.4% | -13.6% | -8.0% | 4.0% | 3.0% | -2.5% | 9.5% | -6.1% | 5.6% | 0.0% | 0.0% | 0.0% |
| United States |
151,161 | 241,245 | 37.3% | 0.0% | 0.0% | 0.0% | 2.8% | 2.7% | -8.3% | 17.8% | 0.0% | 8.6% | 0.0% | 0.0% | 0.0% |
| Italy | 69,777 | 82,687 | 15.6% | 0.0% | 0.0% | 30.9% | 38.3% | 7.9% | -2.0% | 4.0% | 0.0% | 11.7% | 0.0% | 0.0% | 0.0% |
| United Kingdom |
111,679 | 140,501 | 20.5% | 0.0% | 0.0% | 0.0% | 0.0% | -14.7% | -1.0% | 0.0% | 2.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Switzerland | 125,655 | 199,106 | 36.9% | 0.0% | 0.0% | 0.0% | 0.0% | 22.3% | -6.8% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Austria | 113,702 | 138,668 | 18.0% | 0.0% | 0.0% | 0.0% | 0.0% | -7.9% | 15.9% | 0.0% | 0.0% | 0.0% | 20.6% | 0.0% | 0.0% |
| Belgium | 142,174 | 153,180 | 7.2% | 0.0% | 0.0% | 0.0% | 0.0% | 5.6% | -11.8% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Netherlands | 102,229 | 90,390 | -13.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 15.3% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| France | 95,730 | 108,565 | 11.8% | 0.0% | 0.0% | 0.0% | 0.0% | 1.3% | 0.3% | 5.3% | 12.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Portugal | 57,464 | 103,838 | 44.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 9.8% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Denmark | 122,954 | 207,884 | 40.9% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Sweden | 107,822 | 125,916 | 14.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | -14.9% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Norway | 98,217 | - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Poland | 72,620 | 55,559 | -30.7% | 0.0% | 0.0% | 0.0% | 0.0% | 3.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| China | 147,075 | - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Slovak Republic |
53,680 | - | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Czech Republic |
56,146 | 83,760 | 33.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | -11.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| Total | 82,488 | 91,565 | 9.8% | -7.5% | -11.2% | -3.7% | 10.4% | -2.3% | -2.2% | 17.5% | 3.7% | 15.8% | 10.8% | 8.9% | -2.6% |
| Table 59 Pay gap by grade, gender and country |
On the other hand, the adjusted pay gap between men and women has been estimated.
For this process, it is necessary to use econometric models to compare total remuneration between men and women, taking into account the correlations generated in other dimensions by the differences in the different characteristics of the worker and the job.
The objective of a regression model is to try to explain the relationship between the different independent explanatory variables and the dependent or response variable.
The regression model used has the following expression:
$$\ln(\wp_l) = \beta_0 + \beta_1 \ast \operatorname{Female}_l + \sum_{j=2}^{m} \beta_j \ast \varkappa_{lj} + \varepsilon_{lk}$$
Where Ln(Yi) is the neperian logarithm of Yi which is the worker's total remuneration.
Womani is a dummy variable that takes the value 1 if the worker is a woman and 0 if the worker is a man. And the remainder of Xij are a series of control variables that potentially determine the total compensation of a worker. The coefficient of interest is the β1 coefficient which indicates the percentage difference between a female and a male. The control variables considered are as follows:
In the event of discrepancy, the Spanish language version prevails.
The following variables were initially considered, but finally discarded because they provided little explanation:
By performing linear regression of the model, a coefficient of determination of R2 of 72% was obtained. This means that 72% of a worker's total compensation at Almirall is explained by the independent variables specified above. The p-values of the control variables considered were less than 0.05, and therefore statistically significant.
The regression model obtained for 2024 has the expression:
Ln(Total Remuneration) = 9,813 −0,027 ∗ Gender + 0.0154 ∗ Location(country) + 0.195 ∗ ( )
Since the dependent variable in the above equation is in logarithms, the coefficient β1 is interpreted as follows: the differential in salaries between a woman and a man is 100* β1%. Thus, in Almirall for 2024 we have an adjusted gap of: -2.7%. In other words, of the total unadjusted gap presented of -10% there is a portion that can be explained by the location of the position and its contribution in the company, thus reducing the gender-related portion -2.7%. Performing the same statistical analysis with the information for the past 2023, we see that the adjusted gap for this period was -2.5%.
The ratio of the total remuneration of the Group's highest paid employee8 to the median of the rest of the Group's employees9 is 21.
Human rights violations are classified as all those that threaten human dignity, regardless of nationality, sex, national or ethnic origin, color, religion, language or any other status. They range from the most fundamental the right to life - to those that make life worth living, such as the right to food, education, work, health and freedom.
Of the 19 cases investigated in 2024 (see section 2.2.4 "Prevention and detection of corruption or bribery"), none of these cases involved complaints of human rights violations.
Almirall demonstrates a firm commitment to human rights that extends beyond its workforce to include the workers in its value chain. In this regard, suppliers must comply with this principle by respecting the human rights of their own workers and treating them with integrity, dignity and respect. The company implements policies based on international principles, such as the UN Global Compact, the Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises and key International Labor Organization standards, as well as industry initiatives such as the Pharmaceutical Supply Chain Initiative, of which it has been an associate member since September 2022. At the same time, it ensures that these policies are reflected in its value chain, in the Almirall Supplier Code of Conduct with specific provisions and in the Global Procurement Policy.
Suppliers are expected to comply with international human rights treaties as a minimum, without prejudice to more favorable national laws. In particular, suppliers' compliance with ILO (International Labor Organization) conventions and the principles set out in the Universal Declaration of Human Rights is an essential requirement.
Youth and child labor is prohibited by ILO Convention 138 on Minimum Age. In accordance with the abovementioned Supplier Code of Conduct, Almirall's suppliers may not use child labor. The minimum working age set out in ILO Convention 138 is 15 years (or 14 years according to the exceptions for developing countries' under the Convention). If the supplier's national law stipulates a higher working age or compulsory schooling, the higher age must apply. Furthermore, work carried out by workers under the age of 18 must always respect the minimum conditions of employment in force according to the regulations of each country, and in no case
8 For the remuneration of the best paid employee we have taken into consideration the base salary received during the year, short-term incentives (STI) and long-term incentives (LTI) paid in March of the year and all salary supplements (seniority, school allowances, rental allowances, car allowances and other extraordinary bonuses). In addition, for forming part of the Management Board as Chairman, we have also taken into account the fees and payments associated with this position.
9 For the remuneration of the employees, the basic salary and the variable salary (STI-bonus or incentives) as at year-end 2024 have been taken into account.
may it be contrary to the minimum conditions established by the ILO. In this regard, children under the age of 18 are prohibited from performing hazardous work (dangerous, unhealthy or harmful to their morals).
Furthermore, Almirall's suppliers must respect the minimum hiring and employment conditions established by the regulations in force and they are prohibited from using forced, bonded or indentured labor, as well as prison labor.
In addition, Almirall has launched a project called "High-risk Materials" to identify the possible impacts on Human Rights of a set of materials agreed by the PSCI due to their importance for the pharmaceutical industry. Almirall's assessment analyzed human rights and labor conditions throughout the supply chain, from the extraction to processing of key materials such as palm oil and aluminum. High-risk areas were identified in regions of Asia, Latin America and Europe (including Ukraine), where significant challenges to labor rights exist. For more details on the "High-risk Materials" project, see section 2.3.1 "Supply chain management approach".
In terms of risk management, Almirall integrates the risks related to workers in its value chain in a corporate process led by the Executive Director Internal Audit, with each business area being responsible for identifying and managing risks in their respective areas.
The company is also committed to identifying, assessing and monitoring these risks and opportunities by means of an integrated and multidisciplinary process. For more details on the method used in the analysis of Double Materiality and the identification of Impacts, Risks and Opportunities, see section 3.2 of this report.
This includes an analysis that has provided insight into how workers in its value chain with particular characteristics or working in specific contexts may be at a greater risk of harm. In the 2024 Double Materiality analysis, the specialized teams of the different areas identified relevant risks and opportunities for workers in Almirall's value chain, with no significant impacts having been detected.
Almirall's relationships are based upon respect for the law, for all assumed commitments, for quality of service and for integrity in contracts. Quality, thoroughness, commitment and excellence are demanded from all those involved in the value chain, both upstream and downstream. In addition to the Human Rights Policy, Almirall has other policies such as the Code of Ethics, the Supplier Code of Conduct and the Purchasing Policy, detailed in section 2.3.1 "Supply chain management approach", to ensure that suppliers are aligned with Almirall's commitments in relation to working conditions, adequate pay, work-life balance and health and safety in the workplace.
As mentioned in the previous chapter, in 2022 Almirall approved its Global Corporate Human Rights Policy, signed by the Board of Directors, reaffirming its commitment to international standards, including respect for diversity based on race, gender, sexual orientation and other personal characteristics. This policy is based on the principles of the UN Global Compact and ILO standards, and is aligned with the company's Code of Ethics.
The policy states, among other things, that the production processes of workers in the value chain must take place in fair working environments, prohibiting child labor, forced labor and any form of exploitation. Almirall conducts ongoing due diligence to ensure respect for and protection of the human rights throughout its value chain that are linked to identified risks and opportunities, such as labor conditions, health and safety and social dialogue.
Almirall's Code of Conduct states that the workers of suppliers have access to Almirall's SpeakUp! whistleblowing channel (available on the website: https://almirall.integrityline.com) in order to report concerns or illegal activities in the workplace and should be able to do so without being threatened with retaliation, intimidation or harassment.
Furthermore, if mandatory under its national legislation, Almirall requires its suppliers to provide whistleblowing channels for its own workers. Almirall also expects suppliers to investigate the reported situations and take corrective action if necessary. As part of this commitment, Almirall will implement a communication plan with its suppliers in 2025 to promote social dialogue throughout the value chain. This program, identified as a new area of development, will include the promotion of the SpeakUp! channel to ensure that workers have a safe space where they can voice their concerns. All these developments will be reported to the Sustainability Committee.
In 2024, Almirall has not received any complaints of human rights violations in relation to the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises affecting workers in its value chain. However, a comprehensive Human Rights risk assessment of the entire value chain, both upstream and downstream, in accordance with the due diligence principles of the Corporate Sustainability Due Diligence Directive (CSDDD) has yet to be conducted. A comprehensive plan is currently being designed to identify these risks, including a full review of our operations, suppliers and partners. The assessment is expected to be completed in 2026.
Furthermore, as set out in section 2.3.3 "Levers and tools for sustainable supply chain management" of this report, in order to reduce the social and human rights impact of our supply chain, Almirall remotely assesses its key suppliers through an independent global rating agency. Based on the results of the assessment and the identified risks, individual action plans are implemented for each supplier.
Finally, section 2.3.5 "Sustainable Supply Chain goals and targets" explains the interactions with the supply chain in more detail.
A summary table of progress in the related targets of the Sustainable Procurement Program can be found in section 2.3.5 "Sustainable Supply Chain goals and targets".
To reinforce our commitment to human rights, the protocol and SOP of our online ESG audit process will be reviewed and updated in 2025, with the aim of increasing the minimum valid score of the Labor & Human Rights pillar. It will be proposed to increase the threshold for the Human Rights pillar in the Ecovadis audit to 40 or 45 points in order to be deemed valid and approved. If a supplier does not meet this threshold, it will be assigned corrective actions in this specific area in order to implement them and raise its score to the defined thresholds.
At Almirall, the mission is focused on improving the lives of people living with skin diseases. There is a commitment to offering effective treatments that not only help to improve their health, but also their quality of life. Understanding patients and their needs is central to the Group's approach, which ranges from scientific innovation and the development of new treatments to the marketing of the same. All of this with the aim of providing truly impactful and effective solutions. Almirall also promotes initiatives to raise awareness of skin diseases and reduce the stigma that often surrounds them, thus working towards a more informed and empathetic society.
In the pharmaceutical sector, the relationship between companies and their end users (i.e., patients) depends on multiple factors, such as the healthcare system in each geographical area, the pathology and severity of the disease, the distribution channel, the type of medicinal product and the stage of development of the medicine,
among other aspects. Described below are the most common cases where there is interaction between the company and the patient. These include the clinical trial patient, the hospital, outpatient and home patient, and in rare cases, a home patient who is a minor and a pediatric patient for certain medicines such as syrups.
First, access to a medicine in a territory depends on prior regulatory authorization, such as that of the EMA for the EU or the FDA for the US. Without this approval, access is practically non-existent, as the associated costs of treatment (medication, hospitalization, tests, visits, etc.) are so high that they are within the reach of very few cases and would not be economically viable for a company either.
Once approval is obtained, access to the medicines from an economic point of view varies greatly depending on the geography. In summary, two models can be distinguished in the territories in which the Group operates:
These two systems are not mutually exclusive and may coexist in the same geographical area. There may also be different levels of co-payment, both between the patient and payer, and between the pharmaceutical company and payer (be that the national health system or an insurance company). Finally, there are medicines that are freely priced and the company determines the price directly in the market.
Depending on the pathology and severity of the disease, access to the medicine may be restricted. Some treatments require a prescription from a health professional (the family doctor or specialist) while others are over-the-counter (i.e., do not require a prescription). In the first case, the company interacts with these professionals (commonly referred to as prescribers) through medical sales representatives. In the second case, the interaction takes place through promotion in pharmacies or in direct-to-patient advertising campaigns (always respecting the regulations of each territory).
Furthermore, various events (congresses, symposia, seminars, etc., some of which are sponsored or organized by the company itself) are organized throughout the year, at which educational medical programs are held to keep healthcare professionals up to date with the latest advances and research, led by the medical department in most cases.
Finally, in the case of medicines under development, patients who participate in clinical studies are carefully selected by the investigators responsible for the study at the relevant site and following protocols previously approved by the relevant regulatory authorities.
There are two key approaches from a product quality and patient safety point of view:
Finally, there is also interaction between the Group and patient advocacy groups (associations, NGOs and similar), who advocate for their communities, influencing their governments and the national and regional health authorities on various topics) with which it collaborates to understand patients' needs and concerns, to support disease awareness campaigns or to educate the public about diseases and treatment options.
In the event of discrepancy, the Spanish language version prevails.
Almirall is committed to improving the health, quality of life and social inclusion of patients through the development of safe medicines and products, guaranteeing the quality of the same. The company has a pharmacovigilance system that allows adverse reactions to be reported through various channels, ensuring a constant monitoring of the safety of its products. Almirall also works closely with healthcare professionals and patient organizations to improve care for chronic and autoimmune diseases, providing support and information that builds confidence and optimizes clinical outcomes.
Almirall manages the risks, opportunities and impacts affecting patients through a comprehensive corporate approach covering all areas of the business, including R&D, pharmacovigilance, patient safety and quality of the medicinal product. The 2024 Double Materiality analysis highlighted patients as the company's top priority, underlining their health and safety, access to quality information, protection of their data privacy and social inclusion as the most relevant aspects. This analysis identified the most important risks, opportunities and impacts for patients, covering both internal operations and the company's value chain.
Almirall is committed to improving the quality of life of its consumers and patients through innovative and safe solutions, always prioritizing their health and well-being. The company bases its relationship with consumers and patients on transparency, legal compliance and a strong commitment to quality and ethics at all stages of its value chain.
With a special focus on patients, Almirall promotes policies of equitable access to advanced treatments, education on their use and ongoing support. It also guarantees fair conditions, promoting equity and inclusion and ensuring a positive and sustainable impact for society.
In this way, the company has a series of policies that directly address the issues analyzed, such as impacts, risks and opportunities linked to privacy, access to quality information, health and safety, non-discrimination, product accessibility, social inclusion, responsible marketing and child protection and safety.
It is necessary to provide the guidelines and principles to be followed in relation to the protection of personal data of Almirall's consumers and patients, within the scope of the activities carried out by the different departments and functional areas; all with the aim of ensuring compliance with the applicable laws on data protection and privacy.
The Data Protection Policy, updated in 2024, is essential for ensuring the trust and safety of consumers and patients, who are at the heart of the company. The company implements transparent mechanisms to obtain consent for the collection and use of patient data, as well as advanced security procedures that maintain the confidentiality and integrity of personal information.
Almirall has appointed a Global Data Protection Officer (GDPO) whose responsibilities include overseeing compliance with applicable data protection laws, as well as operational policies and procedures. The GDPO also has an internal Privacy Office that assumes other functions in order to supervise the obligations related to the protection of personal data and responsibilities for related risks.
This policy responds to consumer and patient privacy, identified by the company as a key impact as well as a key risk and opportunity. There are more details on this policy in section 2.2.3 "Business conduct policies".
As mentioned above, in 2022, Almirall's Board of Directors approved and made public this policy that reflects the company's commitment to respecting international standards in this area, including respect for diversity in aspects such as race, age, gender, marital status, sexual orientation, political opinions, religion or other personal or social characteristics.
Almirall is committed to guaranteeing the human rights of consumers and patients, ensuring that its interactions are aligned with the principles set out in the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises and the key conventions of the International Labor Organization. This policy is essential for protecting the rights and dignity of consumers and patients, ensuring that they are treated fairly, safely and respectfully at all times.
Almirall's commitment extends to all its areas of activity, focusing on its relationship with consumers and patients. All of Almirall's production processes are carried out in accordance with the principles of respect for human dignity, equality and the prohibition of forced or child labor, as well as the rejection of human trafficking. These core values guide the company's business activities, promoting a fair and respectful environment.
This policy aims to comprehensively address impacts, risks and opportunities related to access to quality information, health and safety, non-discrimination, accessibility of products and treatments, social inclusion, child protection and safety, and freedom of expression towards consumers and patients. It also ensures that the company's activities meet high standards of accountability and respect for the rights of all parties involved.
The anticipation and prevention of any risks associated with human rights is the responsibility of the Senior Leadership and those responsible for each functional area, who follow the procedures set out in this Policy. In addition, a continuous due diligence process is carried out to ensure that the rights of consumers and patients are always respected in all operations and services offered by the company.
At Almirall, the company's values guide all our actions and define both our culture and the way we work and interact with consumers and patients. Almirall's purpose, centered around transforming the lives of people with skin diseases, is key to supporting them in achieving a healthy and fulfilling life, reflecting the company's commitment to those who rely on its products and treatments.
Almirall's conduct is governed by compliance with the applicable laws and regulations, integrity, fairness and transparency. All company employees must adhere to the standards set out in this code, which are overseen by the Chairman and CEO of the company. Global corporate policies are enforced to ensure that consumers and patients are treated in accordance with the highest ethical and professional standards.
The Code of Ethics, updated in October 2024, is based on principles that prioritize respect for inclusion, diversity, non-discrimination, social inclusion, and child protection and safety, for consumers and patients. It also guarantees data protection, security and quality in the handling of personal information. These elements are essential for ensuring that Almirall can identify and mitigate risks as well as seize opportunities, with a focus on the well-being of its patients. In addition, as a fundamental element of this code, the pharmacovigilance system is available in order to identify and correctly manage any adverse reaction situation related to products and treatments, in compliance with the applicable laws.
The company is also committed to the Principles of Good Laboratory Practice and Good Clinical Practice, ensuring that the innovation, quality, efficacy and safety of its medicines comply with all regulations. Almirall rigorously monitors the safety of its products, managing any adverse events with an established protocol, and ensuring that all of its workers and contractors are trained in order to guarantee safety at every step of the process.
As a public company, Almirall is committed to maintaining transparency in its communications, to the benefit of the investors, general public and communities that depend on its products. The Management Board is responsible for defining the company's strategy and ensuring compliance with all laws and regulations.
At Almirall, the focus is on improving the health and well-being of patients, offering safe, effective and top-quality products and treatments, always with a focus on constant improvement and in strict compliance with all current pharmaceutical standards and regulations.
The Quality Policy, updated in September 2024, applies to all legal entities of the Almirall Group and all of their respective workers and is the cornerstone of the Quality Management System (QMS), which is based on the principles established by the ICH Q10 Pharmaceutical Quality System Guide of the International Council for Harmonization. This policy seeks to cover issues such as impacts, risks and opportunities related to health and safety and the accessibility of products and treatments that improve the quality of life of patients.
This Quality Management System ensures compliance with international standards at every stage in the life cycle of the company's products, from research and development to production and distribution, covering the entire portfolio. In turn, each Almirall employee plays a crucial role in the Quality Management System and must understand and integrate these principles into their daily work.
In turn, all staff are obliged to report any suspected violations of the Quality Policy in accordance with the Code of Ethics and other internal guidelines. Suspected violations can be reported to your line manager, the People & Culture department, your local Compliance or Legal representative, or through the SpeakUp! channel.
Almirall's leadership team is responsible for and committed to maintaining an efficient Quality Management System, implementing appropriate processes and procedures, under the supervision of the VP area, Global Quality Assurance. In addition, the Almirall team is committed to fostering a quality-oriented culture, ensuring that decisions are made to improve product quality and patient safety.
As a biopharmaceutical company with an international reach, Almirall carries out promotional and nonpromotional activities in various countries, engaging in a wide range of actions including the promotion of prescription and over-the-counter medicines. These activities involve interactions with health professionals, health organizations and other relevant groups.
As this is a highly regulated environment, interactions of this sort, such as sponsorships, scientific and professional meetings, hospitality, exhibitions, research and consultancy agreements, are subject to both local and international laws and regulations.
This policy thus establishes the rules for conducting promotional and non-promotional activities in an appropriate manner, which applies to Almirall S.A. and all its subsidiaries. Compliance is overseen by the Global Promotional Compliance Officer (GPCO), who reports directly to the Management Board.
Promotional activities include any action or material designed to support the promotion of or inform about the supply, sale or administration of the company's products, as well as about the company itself, directed at health professionals, health organizations, government officials and other stakeholders. On the other hand, nonpromotional activities are interactions or collaborations aimed at scientific development, education and disease awareness. In addition, Almirall is a member of IFPMA, EFPIA and local pharmaceutical industry associations, and is committed to complying with the above-mentioned codes.
This policy seeks to cover aspects related to the accessibility of products and treatments, responsible marketing and access to quality information, which have been identified as impacts, risks and opportunities.
Promotional activities covered by this document include, but are not limited to:
In general terms, particular attention is paid to ensuring that promotional activities can only commence in a country once the necessary marketing authorizations have been granted in that country. Covert promotion is not allowed. Additionally, all promotional activities must be aligned with the approved indication(s), in line with
the locally approved marketing authorization and the Summary of Product Characteristics (SmPC) or package leaflet.
At Almirall, our commitment to the safety of our medicines, medical devices, cosmetics and healthcare products begins in the Research and Development (R&D) department and continues throughout the life of the product.
Almirall has a Quality Assurance and Pharmacovigilance system which defines the roles, responsibilities and procedures to be followed, with the ultimate goal of ensuring the quality of the products and the safety of patients/customers. For the territories where Almirall sells its products, there are designated persons in charge of local Quality Assurance and Pharmacovigilance. The functions of the Quality Assurance department include collection of information on market quality complaints, the processing of these with the head office and/or manufacturer for evaluation and investigation. They are also the contact persons with the national health authorities in each country. On the other hand, the functions of the Pharmacovigilance department include collection of information on possible adverse reactions (side effects), the processing of these with the head office for evaluation, in addition to being the contact persons with the national authorities of each country.
Almirall is a global pharmaceutical company dedicated to the supply of products through its own R&D efforts and agreements and partnerships aimed at providing products to improve the health and quality of life of patients, including child protection, in accordance with international quality standards in the sector and in compliance with all legal and regulatory requirements in force.
Almirall has a direct presence in most European Union countries through its own well-established subsidiaries, whose purpose is the direct marketing of Almirall products in each territory. In addition, licensing of products to external partners allows Almirall to market products in other countries around the world.
Almirall, as the holder of manufacturing, storage, transport, distribution and marketing authorization for medicines and medicinal products, complies with the legislation in force in the countries where it markets its products. In the field of medicines and medicinal products, the responsibilities of the pharmaceutical industry are clearly detailed by the applicable pharmaceutical legislation in force.
Almirall has a global quality system that pursues continuous quality improvement and covers active ingredient manufacturing plant processes, finished product, subcontracted manufacturers, suppliers of starting materials, storage and distribution services.
A significant number of international health authorities conduct regular inspections at manufacturing plants to verify that they comply with the established quality standards. The favorable results of external audits and inspections by health authorities, international bodies and customers in 2023 demonstrate Almirall's commitment to the quality and safety of its products.
The evolution of the number of external audits and inspections is as follows:
| Inspection team | 2022 | 2023 | 2024 | |
|---|---|---|---|---|
| Health authorities | 16 | 19 | 10 | |
| External inspections by business partners | 20 | 7 | 8 | |
| Table 60 Number of external audits and inspections |
In 2024, a total of 18 quality inspections were managed. The inspections covered different types of products (pharmaceuticals, medical devices and cosmetics) and were conducted by inspectors from different countries, using various local and international regulations as a reference. 10 inspections were managed by different health authorities and/or certifying bodies; the rest were managed by external partners. The inspectors came from at least 14 different countries and focused on 9 different manufacturing sites (of the Almirall Group and/or subcontracted manufacturers). Almirall has a Quality Assurance and Pharmacovigilance system that defines the roles, responsibilities and procedures to be followed, with the ultimate goal of ensuring the quality of products and ensuring the safety of patients/customers in the supply, manufacturing and distribution chain of its products.
Almirall works with suppliers of starting materials and services that impact the quality of the product, all of them previously approved by Quality Assurance. Within the processes of approval and continuous verification of the quality of suppliers, annual audit plans are established for their facilities. As a reference, 85 audits were conducted in 2024 with the following distribution:
| Results | |||||
|---|---|---|---|---|---|
| Area | Type of supplier | Year | No. of quality audits |
Favorable | Unfavorable |
| Manufacture | 2022 | 87 | 87 | 0 |
In the event of discrepancy, the Spanish language version prevails.
| Starting materials and |
2023 | 49 | 49 | 0 | |
|---|---|---|---|---|---|
| services | 2024 | 73 | 73 | 0 | |
| Commercial | Distributors and transport companies |
2022 | 7 | 7 | 0 |
| 2023 | 7 | 7 | 0 | ||
| 2024 | 12 | 12 | 0 |
Table 61 Number of audits by area and rating
For the territories where Almirall distributes and markets its products, procedures exist that describe the quality system associated with local distribution, and there are people designated to be responsible for local Quality Assurance and Pharmacovigilance in each subsidiary.
Almirall is currently placing importance on understanding patient satisfaction through patient engagement efforts. In addition, the company emphasizes its commitment to quality and patient health and safety, as mentioned above, by managing and gathering quality complaints and queries, and addressing pharmacovigilance practices.
At Almirall, priority is given to the management of complaints and enquiries about quality to ensure patient satisfaction, health and safety. The Quality Assurance department coordinates the assessment of complaints, working with central teams and manufacturers to resolve any issues. Patients can communicate their concerns through various channels, such as call centers and local offices. A specialized team analyses the information received, implementing corrective and preventive actions. This approach allows Almirall to maintain its commitment to the safety and quality of its products by continuously evaluating the efficacy of its solutions.
The functions of the Quality Assurance department include the collection of information on market quality complaints, the processing of these complaints with the head office and/or manufacturer for their evaluation and investigation, and it is the point of contact with the national health authorities of each country. There are different communication channels through which patients and users of all Almirall products can contact the company to make a complaint or an enquiry about quality. Those most commonly used are the local call center services, or direct contact via telephone or in writing with the various offices of the Almirall Group. Almirall has implemented a system of quality indicators to guarantee the efficiency of the system and the correct technical investigation of all the complaints received.
At the corporate level, within the Quality Assurance area, a multidisciplinary team of health science professionals (including mostly pharmacists and chemists) evaluates the information collected, performs the relevant investigation in each case and takes responsibility for producing investigation reports, issuing conclusions and responding to the customer who submitted the quality complaint. This team is also responsible for establishing preventive and corrective action plans to avoid their recurrence, as well as for informing the national health authorities, in the cases foreseen in the health regulations. This activity is ongoing throughout the life cycle of each drug.
There is also a Quality Operating Committee, chaired by the Global Quality Assurance Executive Director, with the active participation of the Group's industrial and business operations areas, to guarantee the necessary coordination on quality issues, as well as to sustain and develop an effective quality system in perfect alignment with the health regulations in force.
| 2022 | 2023 | 2024 | ||
|---|---|---|---|---|
| No. of drug complaints (ppm) | 2.8 | 3.3 | 3.8 | |
| Medicines released (units) | 107,068,352 | 121,283,370 | 127,542,489 | |
| No. of complaints regarding active ingredients (ppm) | 0 | 0 | 0 | |
| Active ingredients released (kg) | 110,995 | 61,125 | 127,185 | |
| No. of quality inquiries received | 926 | 1,251 | 1,194 | |
The market complaint data for the last three years are as follows:
Table 62 Number of complaints and enquiries about quality
As of the date this document was issued, more than 97% of the enquiries received in 2024 were answered promptly, and the rest are being processed, with the objective of closing them on schedule.
In the event of discrepancy, the Spanish language version prevails.
Almirall works with partners and distributors worldwide to share information on the safety of its products, maintaining a centralized database to ensure compliance with current regulations. It has established clear procedures for managing incidents, reinforcing patients' confidence in its commitment to the prevention, mitigation and remediation of risks and negative impacts, as well as the management of positive impacts and opportunities.
In addition, Almirall has teams in charge of managing the Pharmacovigilance system, through which patients, consumers and product users can report suspected adverse reactions (unintended harmful response to a medicine). Almirall has enabled different communication channels, including digital media (corporate website and social networks), telephone number available both in digital media and in the package leaflet of the medicinal products, and direct contact with Almirall employees through the medical visit. The pharmacovigilance system includes the continuous monitoring of the safety profile of the medicinal products, medical devices and cosmetics of the company's product portfolio.
If a side effect/adverse reaction/incident/unwanted effect is identified in relation to our products, the measures to take include updating the product information (technical data sheet, package leaflet, etc.) and the potential recall from the market if the product's benefit-risk ratio is not considered adequate for patients/consumers. For some products it is necessary to provide additional information to that which is shown in the technical data sheet and package leaflet, this being provided for in agreement with the competent health authorities. No pharmacovigilance recalls were required during 2024.
In the Pharmacovigilance area at the corporate level, within the R&D area, we have a team of health science professionals (including doctors, pharmacists, etc.) who are responsible for properly managing any suspected adverse reactions in relation to Almirall's products. This team evaluates the information collected, performs follow-up activities if necessary, and prepares and distributes safety reports to health authorities in accordance with current guidelines. This team also ensures that the safety information in the leaflets is up-to-date at all times. This activity is ongoing from the first authorization of the product until it is cancelled and its marketing authorization suspended.
There is a corporate safety committee for medicinal products, which is responsible for making relevant decisions on safety matters as well as for ensuring compliance with legislation and the safety of patients/customers.
To guarantee the continuity of the Pharmacovigilance activity, there is a business continuity plan, activated due to the COVID-19 pandemic in 2020 and kept in place in the subsequent years, which highlights the continuity of activities through teleworking. The plan is routinely tested once a year to ensure that pharmacovigilance activities can continue as normal in the case of any eventuality.
The most significant adverse reaction metrics for the last three years are as follows:
| 2022 | 2023 | 2024 | |
|---|---|---|---|
| No. of individual suspected cases of adverse reactions received and processed at Almirall |
3,872 | 4,652 | 5,121 |
| No. of individual suspected cases of adverse reactions reported to health authorities as required by current legislation |
1,984 | 2,458 | 2,524 |
The number of adverse reactions received and processed at Almirall includes individual safety information reports for all products marketed by Almirall worldwide. In addition to adverse reactions, safety communications may contain reports of lack of efficacy, abnormal laboratory test results, use outside the indications authorized in the technical data sheet, overdose, misuse, occupational exposure or exposure during pregnancy and breastfeeding, among others. Such information may be received through subsidiaries or external partners, as well as from health authorities, or obtained directly by the corporate department through scientific literature or other sources such as traditional media or digital media.
The number of adverse reactions reported to health authorities consists of individual reports of adverse reactions that meet the minimum criteria to be reported to the authorities in accordance with current legislation. Of the total safety information received, not all communications warrant expedited notification to the authorities, either because it is not required by the authority itself, or because it has been received from the authority itself. However, all information must be collected in Almirall's Pharmacovigilance system to be considered in the evaluation of the safety profile of the products.
In the event of discrepancy, the Spanish language version prevails.
See reference to patient-related actions in the following sections: 5.4.3 "Patient health and safety", 5.4.4 "Communication Channels with Patients and End Consumers" and 5.4.6 "Commitments to the community". None of the actions require CAPEX and/or OPEX resources that are material to the Group's budgets.
In addition, the Group's Strategic Plan, which includes a pillar dedicated to patients, is set out in detail in chapter 3.1.3 "Sustainability Strategy".
Finally, no human rights complaints have been received from patients in 2022, 2023 or 2024.
In its daily activity, Almirall has close ties with all those involved in the fields of research and healthcare, seeking to maintain a transparent relationship of trust with all of them. Partners such as healthcare professionals (HCPs), healthcare organizations (HCOs), patient organizations (POs) and patient advocacy groups (PAGs) play a key role in improving skin health. Activities in collaboration with these provide the Group with an invaluable opportunity to listen, learn and share. In addition, to foster a comprehensive, continuous and impactful connection with communities, the responsibility for patient engagement is entrusted to the Medical Affairs department, headed by the Vice President of International Medical Affairs.
To further improve the effectiveness of patient engagement efforts, Almirall is taking steps to proactively seek comments from its partners in order to refine and adapt its patient engagement strategies and improve patient satisfaction. This approach aims to improve the patient experience with treatments and medicines, creating a cycle of continuous improvement and confidence in Almirall's commitment to patient care.
Specific actions have been implemented to obtain perspectives from particularly vulnerable patients, such as cooperation with institutions like IFPA and GlobalSkin, making it possible to identify and prioritize their needs in the developed strategies.
Almirall supports patient organizations in accordance with the Code of Practice of the European Federation of Pharmaceutical Industries Associations (EFPIA) and national codes. Benefiting patients is at the core of all Almirall's activities. The company strives to provide effective treatments that improve the health and quality of life of patients, in the pursuit of the well-being of patients, who are the focus of its activities. The entire operating model, from scientific innovation to product marketing, is based on understanding patients and their environment in order to provide them with the greatest possible value. The Group develops innovative drugs that address unmet needs that may have psychological implications and promotes greater awareness of little-known pathologies, such as psoriasis and atopic dermatitis, that have a significant impact on patients' lives.
Almirall does not limit itself to the treatment of physical symptoms, but also strives to acquire an in-depth understanding of the impact of skin diseases on the emotional health and well-being of sufferers and their loved ones. To fulfil the Group's mission, an important aspect is to raise awareness of these diseases in an attractive and relevant way. To be as close as possible to patients, we collaborate with both patient organizations and patient advocacy groups representing people with chronic skin diseases and autoimmune diseases, improving the care they receive through better support, information and services. This cooperation leads to better outcomes and experiences, and better health for all. The direct contact with these organizations reflects Almirall's commitment to building mutual respect and trust with the dermatological community.
In 2024, we collaborated with the global patient organization IFPA (International Federation of Psoriasis Associations). Through annual sponsorship, Almirall participates in IFPA's important mission to unite, strengthen and lead the global psoriatic disease community. By supporting IFPA, more than 60 million people worldwide living with psoriatic disease are reached. We also support IFPA's flagship programs: World Psoriasis Day, the IFPA Forum and the IFPA Accelerator. The IFPA Forum is about people living with psoriatic disease and what is needed to address their unmet needs. The vital part of IFPA's work is to support, through the IFPA Accelerator, the growing network of national patient organizations working to improve the lives of people with psoriatic disease. The slogan for World Psoriasis Day 2024 was "Psoriasis and the family", and Almirall draws attention to the profound impact this condition has not only on individuals, but also on their families.
Another important partner in the patient-centric journey is GlobalSkin (International Alliance of Dermatology Patient Organizations). Almirall supported this unique global alliance, committed to improving the lives of patients worldwide, fostering relationships with members, partners and all those involved in healthcare, building a dialogue with decision makers around the world to promote patient-centric healthcare. GlobalSkin connects more than 200 Dermatology-focused patient organizations and is based on three pillars: research, advocacy
and support. We have supported its Atopic Eczema Community in building a strong and united voice for Atopic Eczema worldwide and also actively participated in the Atopic Eczema Forum 2024.
Since 2023, Almirall has sponsored a new EUROPSO (European Federation of Psoriasis Movements) project - PSO Podcasts - which aims to raise awareness of the psychosocial burden of psoriasis and the importance of the well-being of patients and their families.
In 2024, Almirall initiated a significant collaboration with the European Federation of Allergy and Airways Diseases Patients' Associations (EFA), a European organization dedicated to improving the lives of people with allergies, atopic eczema and asthma. This collaboration aligns with Almirall's commitment to advancing patientcentered care and raising awareness of dermatological conditions.
Through this partnership, Almirall supports EFA's vision of ensuring that all people affected by these conditions have access to the highest quality of care, a safe environment and actively engage in decisions related to their health. EFA's goals focus on three key pillars: 1) Inform, by building patient evidence, capacity and momentum for change in prevention, care and participation; 2) Prevent, by promoting better prevention and innovation in European policies; and 3) Care, by advocating for timely, accessible and patient-centered care and innovation.
In addition, Almirall proudly supports World Atopic Dermatitis Day, reinforcing its dedication to improving the quality of life of atopic eczema patients and their families. By collaborating with EFA and participating in these initiatives, Almirall continues to address unmet patient needs and promote a greater understanding and awareness of chronic conditions throughout Europe.
This year, collaboration with the patient advocacy group Acción Psoriasis has focused on three lines:
With AADA (Asociación de Afectados por Dermatitis Atópica - Association for those Affected by Atopic Dermatitis), the company is committed to raising awareness of the disease, collaborating on World Atopic Dermatitis Day with a video showing the daily experience of suffering from AD, National AD Day with a session involving AD experts and patients to share experiences and help empower AD patients. In addition, AADA is involved in many internal projects, such as the YouFeelWell initiative.
In the field of multiple sclerosis (MS), this year saw the launch of the Proyecto Cuéntalo ['Talk about it' project], which aims to bring neurologists and patients closer together to express symptoms, thus facilitating the management of MS patients by the professionals. Among other projects, we are collaborating with regional MS patient associations in the following solidarity campaigns: the virtual MOU-TE race; the 'Una manzana por la vida' [An apple for life] campaign, which raised funds and gave visibility to the 9.000 families of patients with multiple sclerosis in Catalonia, and the Mulla't campaign, an event that is run in swimming pools across Spain. The group was also involved at regional level with the World and National Multiple Sclerosis Day campaigns. Almirall also collaborates with these regional associations in conducting workshops on MS symptoms, in which patients are taught techniques for optimizing exercise therapy and maintaining a routine that allows them to improve their symptoms in the medium/long term. In this regard, a series of videos have been prepared in collaboration with a regional MS society.
Almirall supported educational and awareness campaigns of patient organizations representing people with chronic skin diseases, autoimmune diseases or allergies. Deutscher Neurodermitis Bund e.V. (DNB) disseminated educational information for patients. We have collaborated with Deutscher Allergie-und Asthmabund (DAAB) to co-create a patient brochure. We support the patient organization Netzwerk
Autoimmunerkrankter (NIK e.V.) and its cooperation with Derma2go, the leading expert in digital dermatology, as well as its "Skin Week" campaign dedicated to psoriasis and atopic dermatitis.
In France, during 2023, Almirall supported patient associations in various contexts. We supported the France Psoriasis association on World Psoriasis Day by organizing a round table with a health professional, a psychiatrist, a psychoanalyst and a dermatologist, as well as representatives of this patient association. The purpose of the discussions was to highlight the importance of psychological aspects for the well-being of patients. The panel discussion was posted on LinkedIn as part of the World Psoriasis Day celebration.
We supported the patient organization French Eczema Association, an association fighting for a better understanding of atopic dermatitis, by supporting a patient survey on care trajectories and perceptions of the quality of care in France for this disease. The main findings of this survey were made public through the LinkedIn campaign on World Eczema Day.
The Patients and Digital Health event that we supported enabled more than twenty speakers, industrial and academic institutions, healthcare professionals, ministerial delegates and patient associations to discuss the contributions that digital tools could make to improve dermatology. Several themes marked these discussions: patient care, organization of care, collaboration between professionals and research, including artificial intelligence.
In addition to ongoing initiatives, Almirall supported several French associations of patients with Verneuil's disease (Hidradenitis Suppurativa, HS) by funding and organizing a comprehensive study involving 1,200 patients. The study focused on understanding the expectations and perceptions around this debilitating condition. As a result of this collaboration, the study has already produced five publications, including several in the Journal of the European Academy of Dermatology and Venereology (JEADV), as well as numerous abstracts presented at international and French conferences.
Beyond the study itself, the connections fostered through this partnership have enabled one of the patient associations to join a European expert committee led by Almirall. This committee aimed to design an early phase clinical trial protocol for a potential biological treatment for HS. By ensuring the integration of patients' perspectives at the earliest stages of clinical development, Almirall reaffirmed its commitment to placing patients at the center of its innovation efforts, particularly to address unmet medical needs in rare and challenging conditions.
Almirall continues its commitment to patient-centered initiatives by sponsoring the DERMA-POINT portal, a project validated by dermatological specialists and Scientific Societies (SIDEMAST). This platform is designed to inform, educate and support patients in the management of conditions such as psoriasis, atopic dermatitis and actinic keratosis. By means of self-assessment tools and educational content, the portal improves awareness about the diseases and screening efforts, enabling a more timely care and better access to treatment. The initiative is sponsored in collaboration with APIAFCO (Associazione Psoriasici Italiani Amici della Fondazione Corazza) and L'ADIPSO (Associazione per la Difesa degli Psoriasici).
In addition, Almirall supported a press conference on World Psoriasis Day at the Senate of the Republic. This event brought together representatives from the scientific-academic community and patient associations (ADIPSO and APIAFCO) to discuss legislative measures promoted by the Parliamentary Intergroup on Skin Diseases, with a specific focus on psoriasis. The conference served as a platform to gather ideas and suggestions for further improving patient care and advocacy efforts.
In 2024, Almirall also initiated a collaboration with ANDEA (Associazione Nazionale Dermatite Atopica), an association of patients with atopic dermatitis, in conjunction with the launch of Ebglyss. This collaboration includes a multi-faceted project that involves a patient survey, a multi-stakeholder advisory board and a comprehensive report. The goal is to identify the key patient needs and co-create solutions to improve the patient journey for those living with atopic dermatitis, reflecting Almirall's dedication to addressing unmet patient needs through collaborative efforts.
In 2023, as part of National Eczema Week, the patient organization National Eczema Society (NES) produced patient podcasts with the help of funding from Almirall and other organizations. They vividly explained the impact of atopic dermatitis and helped to understand the condition from the patient's perspective. Each episode explored the issues through real-life experiences and shows the importance of managing the condition.
Another activity organized together with NES has been the Patient Forum, which aims to encompass diverse patient experiences, broaden patient perspectives and discuss emotional challenges and well-being concerns to improve overall patient satisfaction and ensure a holistic approach to their atopic dermatitis journey.
Almirall sponsored the National Institutional Eczema Project (NCEP), which brings together all stakeholders in eczema care. The aim is to provide information, training and tools to both patients and healthcare professionals, make tools available, disseminate them and implement them. This has been done in a unique way that closely involves the patient association and all parties that directly or indirectly provide care. As a result, the project provides information and support tools that can be used throughout the country, which for Almirall is a further step in its commitment to support patient access to care and healthcare professionals, as well as patient education.
Almirall financially supported the project of the patient organization Atopisk Eksem Forening, which aims to raise awareness about reducing the referral time for dermatological treatments, including a meeting organized in the Danish national parliament. Almirall also provided a financial grant to support Professor Tove Agner's new book campaign on atopic dermatitis for patients, healthcare professionals and parents.
Almirall conducted surveys in collaboration with the psoriasis patient organization "Psoriasisförbundet" in Sweden and "Psoriasis og Eksem Forbundet", the psoriasis and atopic eczema patient organization in Norway, focusing on patients' quality of life, well-being and satisfaction with the treatment received. The aim is to collect the first data on the well-being of Swedish and Norwegian patients with psoriasis, to raise awareness among patients and dermatologists, as well as political society, about the importance of patient well-being.
Almirall supported the conference of the Swedish regional patient organization "Psoriasisforeningen Halland". The aim was to raise awareness of the burden and unmet needs of psoriasis patients and to discuss with regional politicians the future of patient care.
Not only is Almirall committed to improving the well-being of patients through its innovative therapies, it also advocates for disease awareness to help patients prevent these pathologies. In the United States, Almirall has partnered with the Skin Cancer Foundation, an organization dedicated to empowering people with resources for the prevention, detection and treatment of skin cancer. For the second year in a row, the company has contributed a donation of €10,000 through our YouFeelWell challenge.
The overall goal of this Council is to raise the standard of care and treatment of psoriasis worldwide, focusing on providing personalized care that optimizes long-term quality of life and reduces the risk of comorbidities for affected individuals.
Euromelanoma is a European network of dermatologists whose aim is to promote and share information on the prevention, early diagnosis and treatment of skin cancer. Almirall is one of the key sponsors of its patient awareness campaigns. In addition, in 2023 we launched the 2nd World AK (Actinic Keratosis) Day campaign with its support.
During 2023, Almirall also sponsored activities of SCOPE, a pan-European organization for skin care in organ transplant patients, to support further education and meetings aimed at scientific exchange between physicians and basic scientists working on skin problems in organ transplant patients.
Almirall believes that agreements with other companies help to offer a balanced and competitive product portfolio and also serve to enhance their business growth. Almirall is, therefore, continuously looking for collaborations and associations that will enhance its R&D capabilities, expand the pipeline and help it achieve its objectives. The strategic partnerships cover the entire drug value chain and allow the company to share efforts, resources and risks for the purpose of discovering innovative treatments in the medical dermatology field. The most relevant strategic partners at the end of the year ended 31 December 2024 are as follows:
Almirall complies rigorously with all legal and administrative processes required by the health authorities in all areas of activity. Moreover, it collaborates with associations to develop health-related projects. Almirall is a member of the European Federation of Pharmaceutical Industries and Associations (EFPIA) and the International Federation of Pharmaceutical Manufacturers & Associations (IFPMA), among others.
In all of these relationships, the information provided to the associations, along with the company's scientific knowledge, are used to develop products with the highest degree of safety and effectiveness to maximize patient well-being. The Group seeks to extend its commitment to all its partners and suppliers in the value chain in order to form solid relationships based on integrity, trust and transparency.
Almirall also carries out several awareness campaigns on various pathologies with the aim of making patients aware of how to control the symptoms of the diseases they suffer from and to raise awareness among the general public of the impact these diseases have on the people who suffer from them.
In addition, Almirall also participates in the AMR Action Fund, a fund created by leading pharmaceutical companies and organized by the IFPMA with the support of the WHO, the EIB and the Wellcome Trust. The objective of the fund is to combat antibiotic resistance to infectious diseases. This fund aims to generate 2 to 4 new antibiotics by 2030, investing more than \$1 billion in small biotechnology companies and providing industry expertise to create the conditions needed to facilitate the clinical development of new antibiotics.
The following is a list of the main associations of which Almirall or its subsidiaries are members, as well as the contribution made to each of them. In total, the Group made contributions in 2024 for a total amount of €2,166 thousand (€1,962 thousand in 2023), including:
Almirall works with several non-profit organizations to promote activities, offer services and fund projects that they consider fundamental for the social development of the most disadvantaged populations and regions. For example, the company maintains close relationships with patient organizations and patient advocacy groups, as discussed in detail, collaborating on projects and placing the company's expertise at their disposal. This makes it possible to have a complete picture of their needs, the conditions surrounding their diseases, and the emotional and social barriers they face.
Almirall only makes donations, contributions and sponsorships to institutions, organizations or associations that are made up of healthcare professionals and/or provide healthcare or conduct research, subject in all cases to the following requirements:
In 2024, donations amounting to €270 thousand were made (€408 thousand in 2023) to various foundations, universities and health centers, mainly in Italy, Germany and Spain. Almirall does not allow donations and grants that benefit individual medical professionals.
In the event of discrepancy, the Spanish language version prevails.
Almirall's goals and objectives are patient-centered, with wellness as a key pillar in its clinical trials. The company is committed to integrating sustainability considerations into its research, development and innovation processes, ensuring that the needs and quality of life of patients are at the center of its efforts. In the long term, Almirall seeks not only to develop more effective treatments, but also to encourage a more responsible and ethical approach to healthcare by proactively managing its current and future material impacts.
As part of its 2024-2030 Sustainability Strategy, Almirall is committed to establishing at least one Advisory Board per year with a high level of impact. These Boards will review the company's ongoing projects, providing perspectives that ensure decisions are aligned with patients' needs.
In addition, the company considers sustainability at every stage of research, innovation and development. A target has been set for 90% of partnerships to comply with a sustainability policy by 2026-2027, reflecting the importance of assessing the status of the sustainability certifications and qualifications of current and future partners in order to meet the sustainability expectations of patients and consumers.
Finally, Almirall has set itself an ambitious target in terms of direct impact on patients' lives through its strategic dermatological portfolio. The company aims to significantly increase the number of patients benefiting from its innovative dermatology treatments, including key products such as Ebglyss, Ilumetri, Klisyri and Wynzora. These treatments are designed to address specific dermatological needs, improving the quality of life of patients suffering from chronic skin conditions.
Almirall's goal is to have at least 731 thousand patients benefiting from its strategic portfolio of dermatological products by 2024.
This strategic approach underlines Almirall's ability to innovate in key therapeutic areas, whilst responsibly managing its impacts on the healthcare sector and responding to the sustainability expectations of its patients and consumers.
The company is actively working to refine patient-related goals to align with its long-term vision of expanding access to effective dermatological treatments. This process involves a continuous assessment of patient needs, market demands and the impact of its current initiatives. By focusing on delivering high-quality medical solutions, Almirall remains committed to improving the health and well-being of patients, whilst addressing the challenges of an ever-evolving global healthcare landscape.
Almirall is committed to a process of continuous learning, regularly evaluating its performance to draw key lessons and identify areas for improvement. This approach ensures the adoption of more effective practices aligned with the needs of consumers and end-users, thus reinforcing its long-term strategy.
Almirall is working on a more robust framework to comprehensively address target setting and to involve consumers, patients, their legitimate representatives or credible intermediaries in setting targets and monitoring performance. Relevant information, including updates on this process, will be disclosed upon completion, reflecting Almirall's dedication to transparency and alignment with evolving reporting standards.
This report covers the period from 1 January to 31 December 2024, corresponding to Almirall's financial year, and has been prepared in accordance with the ESRS, which were adopted as Delegated Acts by the European Commission on 31 July 2023 and published in the Official Journal of the EU on 22 December 2023.
The first application of these reporting standards was 1 January 2024. In the sections where historical data appears, figures for the last three years (2022-2024) have been included and some figures may have been restated as a result of the change in regulations, as until 2023 Almirall reported under selected GRI standards. Where such a change is relevant, it has been indicated in the relevant section of this report.
In this regard, it should be noted that the European Directive has not finally been transposed at the Spanish State level, and therefore Spanish Law 11/2018, of 28 December, remains in force. As a consequence, although this report has been prepared under CSRD criteria, certain data required by Law 11/2018 have been maintained (in those cases where the CSRD does not cover the requirement, the GRI criteria used in previous years have been followed). Section 6.3 "List of ESRS requirements included in the report" provides details of the correspondence of the sections with the ESRS topics, whilst section 6.4 "Index of contents required by Law
11/2018 of 28 December" explains which section they are located in and which ESRS covers that aspect (if any).
For the purposes of this report, Almirall S.A. and all its subsidiaries are referred to as 'Almirall', 'the Group', or 'the Company'. The information reported includes all subsidiaries of the Group, which can be found in the Appendix to the Consolidated Financial Statements for the year ended 31 December 2024.
The financial information included in this report is derived from the Consolidated Financial Statements for the year ended 31 December 2024.
The indicators included in this report have been compiled by Almirall. The system used to obtain information guarantees methodological rigor and allows for historical comparisons. The members of its value chain have also been taken into account.
Almirall incorporates the content of this non-financial information in this Management Report. In addition, it prepares an Annual Report, a document that reports on its social and environmental policies, as well as its commitment and performance in sustainability and ESG. In it, the Group provides detailed information on its actions with regard to the issues described above.
Almirall has prepared this report under the regulatory framework included in the new ESG reporting ecosystem, which establishes stricter standards in environmental, social and corporate governance matters and is based on the principle of double materiality. The method for determining Almirall's reporting materiality is defined in chapter Double materiality assessment of this report.
This regulatory framework includes the Corporate Sustainability Reporting Directive (CSRD) and the requirements applicable to the European Sustainability Reporting Standards (European Sustainability Reporting Standards, ESRS), developed by the European Financial Reporting Advisory Group (EFRAG), and adopted as delegated acts on 31 July 2023.
The Group's Management has prepared this report on the basis of the best information available at the reporting date. Throughout the report, where data from external sources, estimates or certain assumptions have been used in the calculations, these have been indicated in the respective section. Also, if there are uncertainties that could affect the calculation of an indicator, they have been disclosed in the same way.
Finally, disclosure requirements, for data included in cross-cutting standards and topical standards derived from other EU legislation, have been indicated in the respective section, as described in Appendix B of ESRS 2. Where no specific reference has been made, this is because it is not material.
ESRS topic Disclosure requirement Section of the report ESRS 2 - General Disclosures BP-1: General basis for preparation of the sustainability statement 6.1 6.2 ESRS 2 - General Disclosures BP-2: Disclosures in relation to specific circumstances 6.1 6.2 ESRS 2 - General Disclosures GOV-1: The role of the administrative, management and supervisory bodies 2.1.1 2.1.2 2.1.3 ESRS 2 - General Disclosures GOV-2: Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies 2.1.2 2.1.4 3.1 ESRS 2 - General Disclosures GOV-3: - Integration of sustainability-related performance in incentive schemes 3.1.4
Below is a list of the disclosure requirements included in the report and where they are located:
In the event of discrepancy, the Spanish language version prevails.
| ESRS topic | Disclosure requirement | |
|---|---|---|
| ESRS 2 - General Disclosures |
GOV-4: Statement on due diligence | 4.1.3 |
| ESRS 2 - General Disclosures |
GOV-5: Risk management and internal controls over sustainability reporting |
2.1.4 |
| ESRS 2 - General |
SBM-1: Strategy, business model and value chain | 1 |
| Disclosures | 3.1.3 | |
| 3.2.4 | ||
| ESRS 2 - General Disclosures |
SBM-2: Interests and views of stakeholders | 3.2.5 |
| ESRS 2 - General Disclosures |
SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model |
3.2.6 |
| ESRS 2 - General Disclosures |
IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
3.2.7 |
| ESRS 2 - General Disclosures |
IRO-2: Disclosure requirements in ESRS covered by the company's sustainability statement |
6.2 |
| ESRS 2 - General Disclosures |
MDR-P: Policies adopted to manage material sustainability matters | 2.2.3 |
| ESRS 2 - General Disclosures |
MDR-A: Actions and resources in relation to material sustainability matters |
3.1.4 |
| ESRS 2 - General |
MDR-M: Metrics in relation to material sustainability matters | 3.1.5 |
| Disclosures | 3.1.6 | |
| ESRS 2 - General Disclosures |
MDR-T: Tracking effectiveness of policies and actions through targets |
3.1.4 |
| E1 – Climate Change | GOV–3: Integration of sustainability-related performance in incentive schemes |
4.3.1 |
| E1 – Climate Change | SBM–3: Material impacts, risks and opportunities and their interaction with strategy and business model |
4.3.2 |
| E1 – Climate Change | IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
4.3.2 |
| E1 – Climate Change | E1-1: Transition plan to mitigate the impact of climate change | 4.3.3 |
| E1 – Climate Change | E1-2: Policies related to climate change mitigation and adaptation | 4.3.4 |
| E1 – Climate Change | E1-3: Actions and resources in relation to climate change policies | 4.3.5 |
| E1 – Climate Change | E1-4: Targets related to climate change mitigation and adaptation | 2.3.5 |
| 4.3.5 | ||
| E1 – Climate Change | E1-5: Energy consumption and energy mix | 4.3.6 |
| E1 – Climate Change | E1-6: Gross scope 1, 2 and 3 emissions and total GHG emissions | 4.3.7 |
| E1 – Climate Change | E1-7: GHG removals and GHG mitigation projects financed through carbon credits |
4.3.8 |
| E1 – Climate Change | E1-8: Internal carbon pricing system | 4.3.9 |
| E2 – Pollution | IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
4.4.1 |
| E2 – Pollution | E2-1: Policies related to pollution | 4.4.2 |
| ESRS topic | Disclosure requirement | Section of the report |
|---|---|---|
| E2 – Pollution | E2-2: Actions and remedies related to pollution | 4.4.3 |
| E2 – Pollution | E2-3: Targets related to pollution | 4.4.3 |
| E2 – Pollution | E2-4: Pollution of air, water and soil | 4.4.4 |
| 4.4.5 | ||
| 4.4.6 | ||
| E2 – Pollution | E2-6: Potential financial effects from pollution-related impacts, risks and opportunities |
4.4.3 |
| E3 – Water and marine resources |
IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
4.5.1 |
| E3 – Water and marine resources |
E3-1: Policies related to water and marine resources | 4.5.2 |
| E3 – Water and marine resources |
E3-2: Actions and resources related to water and marine resources | 4.5.3 |
| E3 – Water and marine resources |
E3-3: Targets related to water and marine resources | 4.5.3 |
| E3 – Water and marine resources |
E3-4: Water consumption | 4.5.4 |
| E4 - Biodiversity and ecosystems |
SBM–3: Material impacts, risks and opportunities and their interaction with strategy and business model |
4.6.1 |
| E4 - Biodiversity and ecosystems |
IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
4.6.1 |
| E4 - Biodiversity and ecosystems |
E4-1: Transition plan and consideration of biodiversity and ecosystems in strategy and business model |
4.6 |
| E4 - Biodiversity and ecosystems |
E4-2: Policies related to biodiversity and ecosystems | 4.6.2 |
| E4 - Biodiversity and ecosystems |
E4-3: Actions and resources related to biodiversity and ecosystems | 4.6.3 |
| E4 - Biodiversity and ecosystems |
E4-4: Targets related to biodiversity and ecosystems | 4.6.3 |
| E4 - Biodiversity and ecosystems |
E4-5: Impact metrics related to biodiversity and ecosystem change | 4.6.3 |
| E5 - Resource use and circular economy |
IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
4.7.1 |
| E5 - Resource use and circular economy |
E5-1: Policies related to resource use and circular economy | 4.7.2 |
| E5 - Resource use and circular economy |
E5-2: Actions and resources related to resource use and circular economy |
4.7.3 |
| E5 - Resource use and circular economy |
E5-3: Targets related to resource use and circular economy | 4.7.3 |
| S1 - Own Workforce | SBM-2: Interests and views of stakeholders | 5.2.1 |
| S1 - Own Workforce | SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model |
5.2.1 |
| S1 - Own Workforce | S1-1: Policies related to own workforce | 5.2.2 |
| ESRS topic | Disclosure requirement | Section of the report |
|---|---|---|
| S1 - Own Workforce | S1-2: Processes for engaging with own workers and workers' representatives about impacts |
5.2.3 |
| S1 - Own Workforce | S1-3: Processes to remediate negative impacts and channels for own workers to raise concerns |
|
| S1 - Own Workforce | S1-4: Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workers, and effectiveness of those actions |
5.2.5 |
| S1 - Own Workforce | S1-5: Targets related to managing material negative events, advancing positive impacts and managing material risks and opportunities |
5.2.5 |
| S1 - Own Workforce | S1-6: Characteristics of the company's employees | 5.2.7 |
| S1 - Own Workforce | S1-7: Characteristics of non-employees in the company's own workforce |
5.2.9 |
| S1 - Own Workforce | S1-8: Coverage of collective bargaining and social dialogue | 5.2.3 |
| S1 - Own Workforce | S1-9: Diversity metrics | 5.2.10 |
| S1 - Own Workforce | S1-10: Adequate wages | 5.2.11 |
| S1 - Own Workforce | S1-11: Social protection | 5.2.12 |
| S1 - Own Workforce | S1-12: People with disabilities | 5.2.10 |
| S1 - Own Workforce | S1-13: Training and skills development metrics | 5.2.13 |
| S1 - Own Workforce | S1-14: Health and safety metrics | 5.2.14 |
| S1 - Own Workforce | S1-15: Work-life balance metrics | 5.2.15 |
| S1 - Own Workforce | S1-16: Remuneration metrics (pay gap and total remuneration) | 5.2.16 |
| S1 - Own Workforce | S1-17: Incidents, complaints and severe human rights impacts | 5.2.17 |
| S2 – Workers in the value chain |
SBM-2: Interests and views of stakeholders | 5.3.1 |
| S2 – Workers in the value chain |
SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model |
5.3.1 |
| S2 – Workers in the value chain |
S2-1: Policies related to value chain workers | 5.3.2 |
| S2 – Workers in the value chain |
S2-2: Processes for engaging with value chain workers about impacts |
5.3.3 |
| S2 – Workers in the value chain |
S2-3: Processes to remediate negative impacts and channels for value chain workers to raise concerns |
5.3.3 |
| S2 – Workers in the value chain |
S2-4: Taking Action on material impacts, and approaches to mitigating material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions and approaches |
5.3.2 |
| S2 – Workers in the value chain |
S2-5: Targets related to managing material negative events, advancing positive impacts and managing material risks and opportunities |
2.3.5 5.3.4 |
| S4 - Consumers and end-users |
SBM-2: Interests and views of stakeholders | 5.4.1 |
| ESRS topic | Disclosure requirement | Section of the report |
|---|---|---|
| S4 - Consumers and end-users |
SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model |
5.4.1 |
| S4 - Consumers and end-users |
S4-1: Policies related to consumers and end-users | 5.4.2 |
| S4 - Consumers and end-users |
S4-2: Processes for engaging with consumers and end-users about impacts |
5.4.4 |
| 5.4.6 | ||
| S4 - Consumers and |
S4-3: Processes to remediate negative impacts and channels for | 5.4.2 |
| end-users | consumers and end-users to raise concerns | 5.4.3 |
| S4 - Consumers and end-users |
S4-4: Taking action on material impacts on consumers and end users, and approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions |
5.4.5 |
| S4 - Consumers and end-users |
S4-5: Targets related to managing material negative events, advancing positive impacts and managing material risks and opportunities |
5.4.7 |
| G1 - Business conduct | GOV-1: The role of the administrative, management and supervisory bodies |
2.1.1 |
| 2.1.2 | ||
| 2.1.3 | ||
| G1 - Business conduct | IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities |
3.2 |
| G1 - Business conduct | G1-1: Corporate culture and business conduct policies | 2.2.1 |
| 2.2.3 | ||
| 5.1 | ||
| G1 - Business conduct | G1-3: Prevention and detection of corruption or bribery | 2.2.4 |
| G1 - Business conduct | G1-4: Confirmed incidents of corruption or bribery | 2.2.4 |
Below is the table with all the contents required by law that the Group's management has considered material for the purposes of this report, unless expressly mentioned:
| Areas | Content | Related ESRS Standards |
Section in the report and page where it starts |
|---|---|---|---|
| Business model | Brief description of the group's business model, including: 1) its business environment, 2) its organization and structure, 3) the markets in which it operates, 4) its objectives and strategies, 5) the main factors and trends that may affect its future development. |
NEIS2 GOV-1 NEIS2 GOV-2 NEIS2 SBM-1 NEIS2 SBM-2 NEIS2 SBM-3 NEIS2 MDR-P G1-1 |
1 Introduction to the company, Page 6 2.1 Corporate Governance, Page 7 |
| Policies | A description of the group's policies with respect to these matters, including: 1) due diligence procedures applied for identification, assessment, prevention and mitigation of significant risks and impacts - verification and control procedures, including the measures adopted. |
NEIS2 MDR-P E1-2 E2-1 E3-1 E4-2 E5-1 G1-1 S1-1 S2-1 |
2.2.3 Business conduct policies, Page 15 4.3.4 Policies related to climate change mitigation and adaptation 5.2.2 Policies related to own workforce |
| Short-, medium and long-term risks |
The principal risks associated with the group's activities in relation to these issues, including, where relevant and proportionate, any of its business relationships, products or services that might have an adverse impact in the group's activities in relation to those areas; and - how the group manages said risks, |
S4-1 | 2.1.4 Risk management, Page 12 |
In the event of discrepancy, the Spanish language version prevails.
| Areas | Content | Related ESRS Standards |
Section in the report and page where it starts |
|---|---|---|---|
| - explaining the procedures used to detect and assess them in accordance with the national, European or international reference frameworks for each matter. - Information should be included on the impacts that have been identified, providing a breakdown of these impacts, in particular the main short-, medium- and long-term risks. |
|||
| Global Environment 1) Detailed information on the current and foreseeable effects of the company's activities on the environment and, where appropriate, health and safety, environmental assessment or certification procedures; 2) Resources dedicated to the prevention of environmental risks; 3) The application of the precautionary principle, the amount of provisions and guarantees for environmental risks. (e.g. derived from the environmental liability law) |
NEIS2 MDR-A NEIS2 IRO-1 E1-3 E2-2 E3-2 E4-3 E5-2 |
4.1 Environmental management, Page 51 |
|
| European Taxonomy Regulation (EU) 2020/852 containing the fundamentals of the common European classification system for environmentally sustainable economic activities, in particular delegated acts for climate change mitigation and adaptation. |
N/A | 4.2 European Taxonomy, Page 54 |
|
| Pollution Measures to prevent, reduce or remediate carbon emissions that seriously affect the environment, taking into account any form of activity-specific atmospheric pollution, including noise and light pollution. |
NEIS2 MDR-T NEIS2 MDR-A E2-2 E2-3 |
4.4 Pollution, Page 70 | |
| Circular economy and waste prevention and management | |||
| Circular economy | NEIS 2 MDR-A | 4.7Resource use and | |
| Waste: Measures for prevention, recycling, reuse, other forms of recovery and disposal of waste; |
E5-2 | circular economy, Page 78 | |
| Environmental issues |
Actions to combat food waste. | Non-material | |
| Sustainable use of resources | |||
| Water consumption and water supply according to local constraints; |
E3-4 | 4.5.4 Water consumption, Page 74 |
|
| Consumption of raw materials and measures taken to improve the efficiency of their use; |
E5-4 | 4.7.5 Consumption of starting materials, Page 82 |
|
| Direct and indirect energy consumption, measures taken to improve energy efficiency and the use of renewable energies. |
NEIS 2 MDR-A E1-3 E1-5 |
4.3.6 Energy, Page 64 | |
| Climate change | |||
| The significant elements of greenhouse gas emissions generated as a result of the company's activities, including the use of the goods and services it produces; |
E1-6 | 4.3 Climate Change, Page 58 |
|
| Measures taken to adapt to the consequences of climate change; |
NEIS 2 MDR-A E1-1 E1-3 E1-7 E1-8 |
||
| The reduction targets voluntarily established in the medium and long term to reduce greenhouse gas emissions and the means implemented for this purpose. |
NEIS 2 MDR-T E1-1 E1-4 |
||
| Protecting biodiversity | |||
| Measures taken to preserve or restore biodiversity; | NEIS2 MDR-A E4-3 |
4.6 Biodiversity and ecosystems, Page 77 |
|
| Impacts caused by activities or operations in protected areas. | E4-5 | ||
| Employment Total number and distribution of employees by gender, age, |
S1-6 | 5.2.7 Workforce profile, | |
| Social and worker-related issues |
country and job classification; | S1-9 GRI 405-1 |
Page 96 5.2.10 Diversity and inclusion, Page 100 |
| Total number and distribution of employment contracts, | 5.2.7 Workforce profile, Page 96 |
||
| 7.1 Breakdown of employees, Page 147 |
|||
| Average annual number of permanent contracts, temporary contracts and part-time contracts by gender, age and professional classification, |
7.1 Breakdown of employees, Page 147 |
||
| Number of dismissals by gender, age and professional classification; |
S1-6 GRI 401-1 |
7.1.2 Layoffs, Page 148 |
In the event of discrepancy, the Spanish language version prevails.
| Areas | Content | Related ESRS Standards |
Section in the report and page where it starts |
|
|---|---|---|---|---|
| Average remunerations and their evolution disaggregated by gender, age and professional classification or equal value; Pay gap, the remuneration of equal or average jobs in society, |
S1-16 GRI 405-2 |
5.2.11 Adequate wages, Page 102 |
||
| 5.2.16 Pay Equity Criteria and Pay Gap at Almirall, Page 115 |
||||
| 7.1.3 Remuneration, Page 148 |
||||
| The average remuneration of directors and executives, including variable remuneration, allowances, indemnities, payments to long-term savings schemes and any other payments broken down by gender, |
S1-16 | 7.1.3 Remuneration, Page 148 |
||
| Implementation of work disconnection policies, | NEIS2 MDR-P S1-1 |
5.2.2 Policies related to own workforce, Page 88 |
||
| Employees with disabilities. | S1-12 | 5.2.10 Diversity and inclusion, Page 100 |
||
| Work organization | ||||
| Organization of working time | NEIS2 MDR-P S1-1 |
5.2.2 Policies related to own workforce, Page 88 |
||
| Number of absence hours | S1-14 GRI 403-9 |
5.2.8 Employee satisfaction and engagement (turnover and absenteeism rates), Page 98 |
||
| Measures aimed at facilitating the enjoyment of work-life balance and encouraging the co-responsible exercise of these rights by both parents. |
NEIS2 MDR-T NEIS2 MDR-A S1-4 Metrics S1-5 Targets S1-15 |
5.2.3 Processes for engaging with own workers and workers' representatives, collective bargaining and social dialogue, Page 93 |
||
| 5.2.12 Social protection, Page 103 |
||||
| Health and safety Health and safety conditions at work; |
S1-11 S1-14 |
5.2.14 Safety, health and wellbeing, Page 109 |
||
| Occupational accidents, in particular their frequency and seriousness, Occupational diseases, disaggregated by gender. |
S1-14 | 5.2.14 Safety, health and wellbeing, Page 109 |
||
| Social relationships | ||||
| Organization of social dialogue, including procedures for informing, consulting and negotiating with employees; |
S1-2 | 5.2.3 Processes for engaging with own workers and workers' |
||
| Percentage of employees covered by collective agreement by country; |
S1-8 | representatives, collective bargaining and social dialogue, Page 93 |
||
| The balance of collective agreements, particularly in the field of health and safety at work. |
S1-8 | |||
| Mechanism and procedure available to the company to promote the involvement of workers in the management of the company, in terms of information, consultation and participation |
S1-3 | |||
| Training | ||||
| The policies implemented in the area of training; The total number of training hours per professional category. |
NEIS2 MDR-P S1-1 S1-13 |
5.2.13 Talent development and training, Page 104 |
||
| Universal accessibility for people with disabilities | NEIS2 MDR-A S1-4 S1-12 |
5.2.10 Diversity and inclusion, Page 100 |
||
| Equality | ||||
| Measures taken to promote equal treatment and opportunities for women and men; |
NEIS2 MDR-T NEIS2 MDR-A S1-4 Metrics S1-5 Targets |
5.2.4 Processes to remediate negative impacts and channels for own workers to raise concerns, |
||
| Equality plans (Chapter III of Organic Law 3/2007, of 22 March, for the effective equality of women and men), measures adopted to promote employment, protocols against sexual and gender-based harassment, integration and universal accessibility for people with disabilities; |
NEIS2 MDR-P NEIS2 MDR-A S1-1 S1-4 |
Page 94 5.2.10 Diversity and inclusion, Page 100 |
||
| The policy against all types of discrimination and, where appropriate, diversity management. |
NEIS2 MDR-P S1-1 |
5.2.2 Policies related to own workforce, Page 88 |
||
| 5.2.10 Diversity and inclusion, Page 100 |
In the event of discrepancy, the Spanish language version prevails.
| Areas | Content | Related ESRS Standards |
Section in the report and page where it starts |
|---|---|---|---|
| Implementation of human rights due diligence procedures Prevention of risks of human rights violations and, where appropriate, measures to mitigate, manage and redress possible abuses; |
NEIS GOV 4 S1-3 S2-4 S4-4 |
2.2.3, Page Business conduct policies, Page 15 |
|
| Complaints of human rights violations; | S1-17 | 5.2.17 Human Rights Incidents and Complaints, Page 117 |
|
| Human rights | Promotion and enforcement of the provisions of the core NEIS2 MDR-P conventions of the International Labor Organization related to S1-1 respect for freedom of association and the right to collective S2-1 bargaining; The elimination of discrimination in respect of employment and occupation; |
2.2.3 Business conduct policies, Page 15 5.2.17 Human Rights Incidents and Complaints, |
|
| Page 117 | |||
| The elimination of forced or compulsory labor; | |||
| The effective abolition of child labor. | |||
| Corruption and | Measures taken to prevent corruption and bribery | G1-3 | 2.2.4 Prevention and detection of corruption or |
| bribery | Measures to combat money laundering | bribery, Page 20 | |
| Contributions to foundations and non-profit entities | GRI 2-28 | 5.4.6 Commitments to the community, Page 128 |
|
| Company's commitment to sustainable development | |||
| The impact of the company's activity on employment and local development; |
GRI 2-28 GRI 2-29 |
5.4.6 Commitments to the community, Page 128 |
|
| The impact of the company's activity on local populations and in the territory; |
|||
| The relations maintained with local community actors and the modalities of dialogue with them; |
|||
| Partnership or sponsorship actions. | |||
| Subcontracting and suppliers | |||
| The inclusion of social, gender equality and environmental issues in the purchasing policy; |
S2-1 2.3 Sustainable supply S2-2 chain, Page 23 S2-3 |
||
| Consideration in relations with suppliers and subcontractors of S2-4 their social and environmental responsibility; |
|||
| Social issues | Monitoring systems and audits and their results. | ||
| Consumers | |||
| Measures for the health and safety of consumers; | NEIS2 MDR-T NEIS2 MDR-A S4-4 Metrics S4-5 Targets |
5.4.3 Patient health and safety, Page 125 |
|
| 5.4.4 Communication Channels with Patients and End Consumers, Page 126 |
|||
| Complaint systems, complaints received and their resolution. | S4-3 | 5.4.4 Communication Channels with Patients and End Consumers, Page 126 |
|
| Tax information | |||
| Earnings obtained on a country-by-country basis; Taxes on profits paid |
GRI 207-4 2.4 Responsible taxation, GRI 201-4 with Page 29 respect to subsidies |
||
| Public subsidies received |
As of the date of this report and after having carried out the double materiality exercise (see section 3.2.10 "Results") and the identification of Impacts, Risks and Opportunities (see 3.2.6 "Identification of IROs"); Almirall is working on the incorporation of the following requirements:
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| E1 – Climate Change |
E1-3 Actions and resources in relation to climate change |
29. The company: (c) relate the significant monetary amounts of CapEx and OpEx necessary to implement the actions taken or |
No information is provided on current and future financial resources as they |
Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| policies. Metrics and targets |
planned with: i. the relevant line items or notes to the financial statements; ii. the key performance indicators required under Commission Delegated Regulation (EU) 2021/2178; and iii. where applicable, the CapEx plan required under Commission Delegated Regulation (EU) 2021/2178 |
are not significant in relation to Almirall's overall budgets |
|
| E1 – Climate Change |
E1-5 Energy consumption and energy mix |
43. The company shall disclose the reconciliation with the relevant line item(s) or notes to the financial statements of the amount of net income from activities in sectors with a high climate impact (the denominator in the calculation of energy intensity required in paragraph 40). |
No information is provided on current and future financial resources as they are not significant in relation to the Group's budgets |
| E1 – Climate Change |
E1-8 Internal carbon pricing system |
62. The company shall disclose whether it applies internal carbon pricing systems and, if so, how they support its decision making and incentivize the implementation of climate-related policies and targets. |
The company is currently analyzing the implementation of an internal carbon pricing mechanism in 2025 with the objective of reducing indirect Scope 3 emissions related to business travel |
| E1 – Climate Change |
E1-9 Anticipated financial effects from material physical and transition risks and potential climate related opportunities |
67-79 Calculation guidance: expected financial effects from material physical risks |
The regulation allows the disclosure of these datapoints to be omitted during the first year of preparing the sustainability statement |
| E2 – Pollution | E2-3 Targets related to pollution |
23. The information required in section 20 shall indicate whether and how the targets relate to the prevention and control of: (a) air pollutants and related specific loads; (b) emissions to water and related specific loads; (c) soil pollution and related specific loads; and (d) substances of concern and very high concern |
Information on how the targets relate to the prevention and control of air pollutants and related specific loads is not included in this report because they are not significant in relation to Almirall's overall budgets |
| E2 – Pollution | E2-6 Potential financial effects from pollution-related impacts, risks and opportunities |
40. The information provided pursuant to paragraph 38(a) shall include: b) investments in assets and operating and fixed costs incurred in the reporting period together with significant impacts and deposits; |
The regulation allows the disclosure of these datapoints to be omitted during the first year of preparing the sustainability statement (40a is omitted specifically). |
| E4 - Biodiversity and Ecosystems |
E4-3 Actions and resources related to biodiversity and ecosystems |
27. The description of key actions and resources shall be in accordance with the mandatory content defined in ESRS 2 MDR-A. Actions and resources in relation to material sustainability issues. |
The company is currently making efforts to update its biodiversity-related actions in order to promote the care and preservation of biodiversity in relation to its own operations and its value chain |
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| E4 - Biodiversity and Ecosystems |
E4-3 Actions and resources related to biodiversity and ecosystems |
28. In addition, the company b) will disclose whether it used biodiversity offsets in its action plans. If the actions contain biodiversity offsets, the company shall include the following information: i. the purpose of the offset and the key performance indicators used; ii. the financial effects (direct and indirect costs) of the biodiversity offsets in monetary terms; and iii. a description of the offsets including the area, type and quality criteria applied and the standards that the biodiversity offsets fulfil c) describe whether and how it has incorporated local and indigenous knowledge and nature-based solutions into biodiversity and ecosystem-related actions. |
The company is currently making efforts to update its biodiversity-related actions in order to promote the care and preservation of biodiversity in relation to its own operations and its value chain |
| E4 - Biodiversity and Ecosystems |
E4-4 Targets related to biodiversity and ecosystems |
32. The information required by paragraph 29 shall include the following: a) whether ecological thresholds and impact allocations were applied to the company in setting the targets. b) to f) with respect to biodiversity target setting |
The company is currently making efforts to update its biodiversity-related actions in order to promote the care and preservation of biodiversity in relation to its own operations and its value chain |
| E5 - Resource use and circular economy |
E5-3 Targets related to resource use and circular economy |
24. The information required in paragraph 21 shall indicate whether and how the company's targets relate to inputs and outputs of resources, including waste and products and materials, and, more specifically, to: a) Circular product design b) Increasing the rate of circular use of materials c) Minimization of primary materials d) Supply and sustainable uses e) Waste management |
The company is in the process of collecting information and data to meet the relevant targets |
| E5 - Resource use and circular economy |
E5-3 Targets related to resource use and circular economy |
25. The company shall specify to which level of the waste hierarchy the target refers |
The company is in the process of collecting information and data in order to comply |
| E5 - Resource use and circular economy |
E5-4 Resource inflows |
30. The disclosure required in paragraph 28 shall include a description of its resource inflows where material: products (including packaging) and materials (specification of key raw materials and rare earths), water and property, plant and equipment used in the company's own operations and upstream in its value chain. |
The company is in the process of collecting information and data to meet the relevant targets |
| E5 - Resource use and |
E5-4 Resource inflows |
31. Where a company assesses that resource inflows are a material sustainability issue, it shall disclose the |
The company is in the process of collecting |
Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| circular economy |
following information on the materials used to manufacture the company's products and services during the reporting period, in tons or kilograms |
information and data in order to comply |
|
| E5 - Resource use and circular economy |
E5-4 Resource inflows |
32. The company shall provide information on the methods used to calculate the data. Specify whether the data are derived from direct measurements or estimates and disclose the main assumptions used. |
The company is in the process of collecting information and data in order to comply |
| E5 - Resource use and circular economy |
E5-5 Resource outflows |
35. The company shall provide a description of key products and materials from the company's production process that are designed according to circular principles, such as durability, reusability, reparability, disassembly, remanufacturing, reconditioning, recycling, recirculation through the biological cycle or optimization of the use of the product or material through other circular business models. |
The company is in the process of collecting information and data in order to comply |
| E5 - Resource use and circular economy |
E5-5 Resource outflows |
36. Companies for which outputs are material shall disclose: a) the expected durability of the products that the company has placed on the market, relative to the industry average for each product group; b) the repairability of products, using an established rating system, where possible; c) the percentages of recyclable content in products and their packaging. |
The company is in the process of collecting information and data in order to comply |
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| S1 - Own workforce |
S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions |
31. The objective of this disclosure requirement is twofold. Firstly, it is to provide an understanding of any actions or initiatives through which the company seeks to: The company shall provide a summary description of the action plans and resources to manage its material impacts, risks and opportunities related to workers in the value chain according to ESRS 2 MDR-A. Actions and resources in relation to material sustainability matters |
Information on current and future financial resources and other resources allocated to the action plan (Capex and Opex) is not included in this report, as they are not significant in relation to Almirall's overall budgets |
| S1 - Own workforce |
S1-7 Characteristics of non-employees in the company's own workforce |
54. The purpose of this disclosure requirement is to provide information about the company's approach to employment, including the extent and nature of incidents arising from its employment practices, to provide contextual information that facilitates understanding of information reported in other disclosures, and to serve as a basis |
The company is in the process of collecting information and data in order to comply |
| In the event of discrepancy, the Spanish language version prevails. | ||||||
|---|---|---|---|---|---|---|
| ESRS | Requirement | Datapoint | Justification | |||
| for calculating the quantitative parameters to be disclosed under other disclosure requirements of this Standard. It also provides an understanding of the extent to which the company relies on non-employees in its own workforce |
||||||
| S1 - Own workforce |
S1-13 Training and skills development metrics |
83. a) The percentage of employees that participated in regular performance and career development reviews; this information shall be broken down by gender; |
The company is in the process of collecting information and data in order to comply |
|||
| S2 – Workers in the value chain |
S2-4 Taking Action on material impacts, and approaches to mitigating material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions and approaches |
31. The objective of this disclosure requirement is twofold. Firstly, it is to provide an understanding of any actions or initiatives through which the company seeks to: The company shall provide a summary description of the action plans and resources to manage its material impacts, risks and opportunities related to workers in the value chain according to ESRS 2 MDR-A. Actions and resources in relation to material sustainability matters |
Information on current and future financial resources and other resources allocated to the action plan (Capex and Opex) is not included in this report, as they are not significant in relation to Almirall's overall budgets |
|||
| S4 - Consumers and end-users |
S4-4 Taking action on material impacts on consumers and end users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions |
31. The objective of this disclosure requirement is twofold. Firstly, it is to provide an understanding of any actions or initiatives through which the company seeks to: The company shall provide a summary description of the action plans and resources to manage its material impacts, risks and opportunities related to workers in the value chain according to ESRS 2 MDR-A. Actions and resources in relation to material sustainability matters |
Information on current and future financial resources and other resources allocated to the action plan (Capex and Opex) is not included in this report, as they are not significant in relation to Almirall's overall budgets |
|||
| General information |
| ESRS | Requirement | Datapoint | Justification |
|---|---|---|---|
| IRO-2 | Disclosure | 56. The company shall also include a | As described in the section |
| requirements in |
table of all data points deriving from other | 6.2, it is not material to the | |
| ESRS covered by the | EU legislation included in Appendix B to | company | |
| company's | this standard, indicating where they can | ||
| sustainability | be found in the sustainability statement | ||
| statement | and including those that the company has | ||
| deemed not to be material, in which case | |||
| the company shall indicate this. | |||
The breakdown of employees by country, professional category, gender and age at the end of each year is shown below (the number at year-end has been taken into account rather than the average given that the difference between the average annual number and the number at year-end is less than 5%).
The most common type of hiring at Almirall is permanent/indefinite contracts, with an incidence of 98%.
| 31/12/2023 | 31/12/2024 | |||||
|---|---|---|---|---|---|---|
| Category | Gender | Permanent | Temporary | Permanent | Temporary | |
| Women | 41 | 0 | 45 | 0 | ||
| Directors | Men | 63 | 0 | 67 | 0 | |
| Women | 89 | 0 | 97 | 1 | ||
| Middle management | Men | 101 | 0 | 106 | 0 | |
| Specialists / |
Women | 594 | 11 | 675 | 13 | |
| Professionals | Men | 450 | 4 | 483 | 5 | |
| Administrative | Women | 269 | 17 | 252 | 11 | |
| staff/Workers | Men | 253 | 12 | 261 | 10 | |
| Group Total | 1,860 | 44 | 1,986 | 40 |
Table 64 Breakdown of employees by type of contract, category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
The breakdown of the type of contract by country is shown below for 31 December 2024:
| Full-time permanent | Part-time permanent | Full-time temporary | Part-time temporary | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country | Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
| Spain | 667 | 626 | 0 | 0 | 6 | 2 | 0 | 0 | 13 | 12 | 0 | 0 | 0 | 0 | 0 | 0 |
| Germany | 170 | 137 | 0 | 0 | 13 | 9 | 0 | 0 | 4 | 3 | 0 | 0 | 4 | 1 | 0 | 0 |
| United States |
53 | 30 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Italy | 50 | 50 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| United Kingdom |
18 | 11 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Switzerland | 10 | 6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Netherlands | 8 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Austria | 9 | 7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Belgium | 9 | 6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nordic countries |
8 | 6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Portugal | 8 | 3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poland | 5 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| France | 29 | 17 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| China | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Czech Republic |
5 | 3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.
| Full-time permanent | Part-time permanent | Full-time temporary | Part-time temporary | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Country | Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
Women | Men | Others | Not declared |
| Slovak Republic |
1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 1,051 | 904 | 0 | 0 | 20 | 11 | 0 | 0 | 19 | 16 | 0 | 0 | 4 | 1 | 0 | 0 |
Table 65 Breakdown of workforce by type of contract, country and gender
The following involuntary severances of contracts at Almirall took place during the 2023 and 2024 financial years. The following table shows the details of their classification by gender, age and occupational classification (only involuntary terminations are included regardless of the type of contract):
| 2023 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Professional category | Women | Men | Total | Women | Men | Total | |||
| Directors | 0 | 4 | 4 | 0 | 1 | 1 | |||
| Middle management | 1 | 1 | 2 | 1 | 2 | 3 | |||
| Specialists / Professionals | 25 | 21 | 46 | 12 | 12 | 24 | |||
| Administrative/Manual | |||||||||
| Workers | 9 | 6 | 15 | 4 | 1 | 5 | |||
| Group Total | 35 | 32 | 67 | 17 | 16 | 33 |
Table 66 Dismissals by professional category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
| 2023 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Age | Women | Men | Total | Women | Men | Total | ||||
| < 30 | 3 | 5 | 8 | 1 | 1 | 2 | ||||
| 30 - 50 | 19 | 11 | 30 | 9 | 9 | 18 | ||||
| > 50 | 13 | 16 | 29 | 7 | 6 | 13 | ||||
| Group Total | 35 | 32 | 67 | 17 | 16 | 33 |
Table 67 Dismissals by age and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
Below is a table with a breakdown of the total remuneration received in 2023 and 2024 in the Group, broken down by gender, category and age, based on the workers at the close of these years.
The total compensation included herein includes the annual base salary in force on 31 December at 100% without a reduced workday- and the short-term target at 100%, both amounts for the corresponding year.
Remuneration is reported in euros, using the exchange rates published by the European Central Bank to convert those paid in foreign currency for each reporting period.
The following two tables do not include the compensation package for the Chairman of the company.
| Category (€) | Gender | 2023 | 2024 |
|---|---|---|---|
| Women | 193,994 | 201,399 | |
| Directors | Men | 245,981 | 266,718 |
| Average | 225,287 | 240,212 | |
| Women | 113,905 | 123,525 | |
| Middle | Men | 125,507 | 134,852 |
| management | Average | 120,072 | 129,410 |
| Women | 75,910 | 81,950 | |
| Specialists / Professionals |
Men | 80,161 | 84,601 |
| Average | 77,732 | 83,050 | |
| Women | 43,777 | 48,269 | |
| Administrative staff/Workers |
Men | 40,445 | 44,516 |
| Average | 42,174 | 46,364 | |
| Women | 74,963 | 82,488 | |
| Group Total | Men | 85,077 | 91,565 |
| Average | 79,651 | 86,661 |
Table 68 Remuneration by category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
| Age (years) | Gender | 2023 | 2024 | ||
|---|---|---|---|---|---|
| Women | 48,261 | 52,376 | |||
| < 30 | Men | 42,742 | 47,945 | ||
| Average | 45,700 | 50,215 | |||
| Women | 76,155 | 82,228 | |||
| 30 - 50 | Men | 74,587 | 78,317 | ||
| Average | 75,490 | 80,566 | |||
| > 50 | Women | 79,039 | 86,021 | ||
| Men | 103,883 | 113,236 | |||
| Average | 91,819 | 99,736 | |||
| Women | 74,963 | 82,488 | |||
| Group Total | Men | 85,077 | 91,565 | ||
| Average | 79,651 | 86,661 |
Table 69 Remuneration by age and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
The following table shows the average gross remuneration received in 2023 and 2024 by the members of the Board of Directors and members of the Management Board of the Almirall Group:
| 2023 | 2024 | ||||
|---|---|---|---|---|---|
| Body (€) | Women | Men | Women | Men | |
| Board of Directors (1) (3) | 123,333 | 214,927 | 124,375 | 292,389 | |
| Management Board (2)(3) | 426,642 | 759,638 | 546,055 | 737,547 |
Table 70 Remuneration of Senior Management (the "Other" and "Undeclared" categories are not shown because all amounts are zero)
1) For the Board of Directors, all the remuneration associated with the position of each member plus the amounts associated with the committees of which they were members during the year are considered remuneration. The CEO (a male) is included in the company's board of directors.
2) The remuneration of the Management Board includes the base salary received during the year, short-term incentives (STI) and long-term incentives (LTI) paid in March of the year and all salary supplements (seniority, school allowances, rental allowances, car allowances and other extraordinary bonuses). This does not include severance payments.
3) For the average gross remuneration received by the members of the Board of Directors and members of the Group's Management Board, the cash criterion has been considered, as opposed to how it has been represented in the Consolidated Financial Statements, the latter being the accrual criterion.
For further information regarding the remuneration of the Board of Directors and the members of the Management Board of the Almirall Group, we refer to the Annual Corporate Governance Report and the Annual Remuneration Report, appendices II and III of the Consolidated Management Report.
In the event of discrepancy, the Spanish language version prevails.
Listed below are the templates attached in the annexes to delegated regulation 2023/2486 published by the European Commission on 27 June 2023.
| 2024 | Substantial contribution criteria | Criteria for absence of material damage |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | Net turnover | % current year | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2023 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| Total A.1 | 0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active substances |
PPC 1.1 | 10,266 | 1.0% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 0.7% | ||
| Drug manufacturing |
PPC 1.2 | 715,023 | 72.5% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 66.1% | ||
| Turnover of taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) (A.2) Turnover from eligible |
725,289 | 73.6% | 0% | 0% | 0% | 73.6% | 0% | 0% | 66.8% | ||||||||||
| activities according to the taxonomy (A.1+A.2) |
725,289 | 73.6% | 0% | 0% | 0% | 73.6% | 0% | 0% | 66.8% | ||||||||||
| B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| Turnover from ineligible |
activities according to the taxonomy (B) 260,432 26.4% TOTAL 985,721 100.0%
| Ratio turnover Total turnover |
|||||||
|---|---|---|---|---|---|---|---|
| which conforms to the taxonomy by objective |
eligible according to taxonomy by objective |
||||||
| CCM | N/A | 0.0% | |||||
| CCA | N/A | 0.0% | |||||
| WTR | N/A | 0.0% | |||||
| CE | N/A | 0.0% | |||||
| PPC | N/A | 73.6% | |||||
| BIO | N/A | 0.0% |
| 2023 | Substantial contribution criteria | Criteria for absence of material damage |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | Net turnover | % current year | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2022 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| Total A.1 | 0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active substances |
PPC 1.1 | 6,686 | 0.7% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | N/A | ||
| Drug manufacturing |
PPC 1.2 | 590,912 | 66.1% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | N/A | ||
| Turnover of taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) (A.2) |
597,598 | 66.8% | 0% | 0% | 0% | 66.8% | 0% | 0% | N/A | ||||||||||
| Turnover from eligible activities according to the taxonomy (A.1+A.2) |
597,598 | 66.8% | 0% | 0% | 0% | 66.8% | 0% | 0% | N/A | ||||||||||
| B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| Turnover from ineligible activities according to the |
| TOTAL | 894,516 | 100.0% |
|---|---|---|
| taxonomy (B) | 296,918 | 33.2% |
| Ratio turnover Total turnover |
||
|---|---|---|
| which conforms to the taxonomy by objective |
eligible according to taxonomy by objective |
|
| CCM | N/A | 0.0% |
| CCA | N/A | 0.0% |
| WTR | N/A | 0.0% |
| CE | N/A | 0.0% |
| PPC | N/A | 66.8% |
| BIO | N/A | 0.0% |
| 2024 | Criteria for absence of material Substantial contribution criteria damage |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | CapEx | % current year | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2023 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| CapEx of environmentally sustainable activities (conforming to the taxonomy) (A.1) |
0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active substances |
PPC 1.1 | 2,502 | 1.8% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 1.9% | ||
| Drug manufacturing |
PPC 1.2 | 21,183 | 15.4% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | 7.3% | |||||||||
| Installation, maintenance and repair of renewable energy technologies |
CCM 7.6 | 891 | 0.6% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 0.5% | ||
| CapEx of the taxonomy eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) (A.2) |
24,576 | 17.8% | 0.6% | 0% | 0% | 17.2% | 0% | 0% | 9.7% | ||||||||||
| CapEx of eligible activities according to taxonomy (A.1+A.2) |
24,576 | 17.8% | 0.6% | 0% | 0% | 17.2% | 0% | 0% | 9.7% | ||||||||||
| B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| CapEx of ineligible activities according to taxonomy (B) |
113,210 | 82.2% |
TOTAL 137,786 100.0%
| Ratio CapEx/ Total CapEx |
||
|---|---|---|
| which conforms to |
eligible according to |
|
| the taxonomy by objective |
taxonomy by objective |
|
| CCM | 0% | 0.6% |
| CCA | N/A | 0.0% |
| WTR | N/A | 0.0% |
| CE | N/A | 0.0% |
| PPC | N/A | 17.2% |
| BIO | N/A | 0.0% |
| 2023 | Substantial contribution criteria | Criteria for absence of material | damage | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | CapEx | % current year | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2022 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| CapEx of environmentally sustainable activities (conforming to the taxonomy) (A.1) |
0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active |
PPC 1.1 | ||||||||||||||||||
| substances Drug |
4,832 | 1.9% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | N/A | |||
| manufacturing | PPC 1.2 | 18,618 | 7.3% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | |||||||||
| Installation, maintenance and repair of renewable energy technologies |
CCM 7.6 | 1,360 | 0.5% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 0.4% | ||
| CapEx of the taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the |
|||||||||||||||||||
| taxonomy) (A.2) | 24,810 | 9.7% | 0.5% | 0% | 0% | 9.2% | 0% | 0% | N/A | ||||||||||
| CapEx of eligible activities | 24,810 | 9.7% | 0.5% | 0% | 0% | 9.2% | 0% | 0% | N/A | ||||||||||
| according to taxonomy (A.1+A.2) B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY |
|||||||||||||||||||
| CapEx of ineligible activities | |||||||||||||||||||
| according to taxonomy (B) | 230,928 | 90.3% |
TOTAL 255,738 100.0%
| Ratio CapEx/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total CapEx | |||||||||
| which conforms | eligible | ||||||||
| to the | according to | ||||||||
| taxonomy by | taxonomy by | ||||||||
| objective | objective | ||||||||
| CCM | 0% | 0.5% | |||||||
| CCA | 0% | 0.0% | |||||||
| WTR | N/A | 0.0% | |||||||
| CE | N/A | 0.0% | |||||||
| PPC | N/A | 9.2% | |||||||
| BIO | N/A | 0.0% | |||||||
TOTAL 116,201 100.0%
| 2024 | Substantial contribution criteria | Criteria for absence of material damage |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | OpEx | % current year | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2023 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| OpEx of the | |||||||||||||||||||
| environmentally sustainable activities (conforming to the taxonomy) (A.1) |
0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active |
PPC 1.1 |
||||||||||||||||||
| substances | 3,553 | 3.1% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 5.3% | |||
| Drug manufacturing |
PPC 1.2 |
14,590 | 12.6% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | 12.9% | |||||||||
| Installation, maintenance and repair of renewable energy technologies |
CCM 7.6 |
6 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 0.0% | ||
| OpEx of the taxonomy eligible but not environmentally sustainable activities (activities that do not comply with the |
|||||||||||||||||||
| taxonomy) (A.2) | 18,149 | 15.7% | 0.0% | 0% | 0% | 15.7% | 0% | 0% | 18.2% | ||||||||||
| OpEx of eligible activities according to taxonomy |
|||||||||||||||||||
| (A.1+A.2) | 18,149 | 15.7% | 0.0% | 0% | 0% | 15.7% | 0% | 0% | 18.2% | ||||||||||
| B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| OpEx of ineligible | |||||||||||||||||||
| activities according to | |||||||||||||||||||
| taxonomy (B) | 98,052 | 84.3% |
| Ratio OpEx/ Total OpEx |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| which conforms to the taxonomy by objective |
eligible according to taxonomy by objective |
||||||||
| CCM | 0% | 0.0% | |||||||
| CCA | N/A | 0.0% | |||||||
| WTR | N/A | 0.0% | |||||||
| CE | N/A | 0.0% | |||||||
| PPC | N/A | 15.7% | |||||||
| BIO | N/A | 0.0% |
| 2023 | Substantial contribution criteria | Criteria for absence of material damage |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | Codes | OpEx | Proportion of financial year 2023 | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Climate change mitigation | Climate change adaptation | Water | Pollution | Circular economy | Biodiversity | Minimum guarantees | Proportion of financial year 2022 | Category facilitating activity | Transition activity |
| A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY | |||||||||||||||||||
| A.1 Environmentally sustainable activities (conforming to the taxonomy) | |||||||||||||||||||
| OpEx of the environmentally sustainable activities (conforming to the taxonomy) (A.1) |
0 | 0.0% | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||||
| Of which facilitators | 0.0% | N/A | |||||||||||||||||
| Of which transitional | 0.0% | N/A | |||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) | |||||||||||||||||||
| Manufacture of active pharmaceutical ingredients (APIs) or active |
PPC 1.1 |
||||||||||||||||||
| substances | 5,482 | 5.3% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | N/A | |||
| Drug manufacturing |
PPC 1.2 |
13,411 | 12.9% | N/EL | N/EL | N/EL | EL | N/EL | N/EL | N/A | |||||||||
| Installation, maintenance and repair of renewable energy technologies |
CCM 7.6 |
31 | 0.0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | N/A | N/A | N/A | N/A | N/A | N/A | Yes | 0.1% | ||
| OpEx of the taxonomy eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy) (A.2) |
18,924 | 18.2% | 0.0% | 0% | 0% | 18.2% | 0% | 0% | N/A | ||||||||||
| OpEx of eligible activities according to taxonomy (A.1+A.2) |
18,924 | 18.2% | 0.0% | 0% | 0% | 18.2% | 0% | 0% | N/A | ||||||||||
| B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY | |||||||||||||||||||
| OpEx of ineligible activities |
according to taxonomy (B) 84,968 81.8% TOTAL 103,892 100.0%
| Ratio OpEx/ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total OpEx | |||||||||
| which | eligible | ||||||||
| conforms to | according to | ||||||||
| the taxonomy | taxonomy by | ||||||||
| by objective | objective | ||||||||
| CCM | 0% | 0.0% | |||||||
| CCA | 0% | 0.0% | |||||||
| WTR | N/A | 0.0% | |||||||
| CE | N/A | 0.0% | |||||||
| PPC | N/A | 18.2% | |||||||
| BIO | N/A | 0.0% |
YEAR END-DATE 31/12/24
C.I.F. A-58-869.389
Company name: ALMIRALL, S.A.
Registered office: Ronda General Mitre 151, 08022 Barcelona
A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:
Indicate whether company bylaws contain the provision of double loyalty voting:
No ◊ X
Yes ◊ Board approval date dd/mm/yyyy
Minimum period of uninterrupted ownership required by the statutes
Indicate whether the company has awarded votes for loyalty:
No ◊ X
Yes ◊
| Date of the last modification of the share capital |
Share capital (€) | Number of shares | Number of voting rights (not including additional loyalty attributed votes) |
Number of additional attributed voting rights corresponding to shares with a loyalty vote |
Total number of voting rights, including additional loyalty attributed votes |
|---|---|---|---|---|---|
| 10/06/2024 | 25,616,246.16 | 213,468,718 | 213,468,718 |
Number of shares registered in the special register pending the expiry of the loyalty period:
Observations
Indicate whether there are different classes of shares with different associated rights::
| Yes | No | X |
|---|---|---|
| Class | Number of shares | Par value | Number of voting rights | Rights and obligations conferred |
|---|---|---|---|---|
| Observations |
|---|
A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:
| Name or company name of shareholder |
% of voting rights attached to the shares (including votes for loyalty) |
% of voting rights through financial instruments |
% of total voting rights |
From the total number of voting rights attributed to the shares, indicate, where appropriate, the additional votes attributed corresponding to the shares with a loyalty vote |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Grupo Plafin, S.A.U. |
44.574 | 44.574 | |||||
| Grupo Corporativo Landon, S.L. |
15.676 | 44.574 | 60.250 | ||||
| Norbel Inversiones, S.L. |
5.068 | 5.068 |
− The directors Mr Antonio Gallardo Torrededía and Mr Carlos Gallardo Piqué have relationships with Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L.
Breakdown of the indirect holding:
| Name or company name of the indirect owner |
Name or company name of the direct owner |
% of voting rights attached to the shares (including votes for loyalty) |
% of voting rights through financial instruments |
% of total voting rights |
From the total number of voting rights attributed to the shares, indicate, where appropriate, the additional votes attributed corresponding to the shares with a loyalty vote |
|---|---|---|---|---|---|
On 5 May 2024, Wellington Management Group LLP filed a communication of significant shareholding with the CNMV in which it gave notice of the reduction of its shareholding in the capital of Almirall, S.A. from 3.015% to 2.984%, which is below the 3% threshold for classifying a shareholding assignificant. As at 31 December 2024, Wellington Management Group LLP had not filed any further communication of significant shareholding, and it is hence not classified as a significant shareholder of Almirall, S.A. as at the date of this report.
Indicate the most significant changes in the shareholder structure during the year:
See section A.2, "Details of indirect shareholding", above.
A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:
| Name or company name of director |
% voting rights attributed to shares (including loyalty votes) |
% of voting rights through financial instruments |
% of total voting rights |
From the total % of voting rights attributed to the shares, indicate, where appropriate, the % of the additional votes attributed corresponding to the shares with a loyalty vote |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr Antonio Gallardo Torrededía |
0.0001 | 0.0001 | |||||
| Mr Carlos Gallardo Piqué |
0.0005 | 0.0005 | |||||
| Mr Enrique de Leyva Pérez |
0,0086 | 0.0086 |
Total percentage of voting rights held by the Board of Directors 0.0092
Breakdown of the indirect holding:
| Name or company name of director |
Name or company name of the direct owner |
% voting rights attributed to shares (including loyalty votes) |
% of voting rights through financial instruments |
% of total voting rights |
From the total % of voting rights attributed to the shares, indicate, where appropriate, the % of the additional votes attributed corresponding to the shares with a loyalty vote |
|---|---|---|---|---|---|
| Mr Enrique de Leyva Pérez |
Istisu, SCR, S.A. | 0.0086 | 0.0086 |
| Observations |
|---|
List the total percentage of voting rights represented on the board:
Total percentage of voting rights held by the Board of Directors 60.259
− Owing to the relationship between Mr Antonio Gallardo Torrededía and the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., the holding of those shareholders has been taken into consideration for purposes of calculating the total percentage of voting rights represented on the board of directors of Almirall, S.A.
A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:
| Name or company name of related party |
Nature of relationship | Brief description |
|---|---|---|
| Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. |
Corporate | Mr Jorge Gallardo Ballart and Mr Antonio Gallardo Ballart indirectly control practically all of the voting rights in Grupo Corporativo Landon, S.L. and therefore in Grupo Plafin, S.A.U., with the latter being a company wholly owned by Grupo Corporativo Landon, S.L. |
A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:
| Name or company name of related party | Nature of relationship | Brief description | |
|---|---|---|---|
A.6 Unless insignificant for both parties, describe the relationships that exist between significant shareholders, shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.
Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
| Name or company name of related director or representative |
Name or company name of related significant shareholder |
Company name of the group company of the significant shareholder |
Description of relationship/post |
|---|---|---|---|
| Mr Antonio Gallardo Torrededía | Grupo Plafin, S.A.U. | Grupo Plafin, S.A.U. | Member of the family controlling this shareholder |
| Mr Antonio Gallardo Torrededía | Grupo Corporativo Landon, S.L. |
Grupo Corporativo Landon, S.L. |
Member of the family controlling this shareholder |
| Mr Carlos Gallardo Piqué | Grupo Plafin, S.A.U. | Grupo Plafin, S.A.U. | Member of the family controlling this shareholder |
| Mr Carlos Gallardo Piqué | Grupo Corporativo Landon, S.L. |
Grupo Corporativo Landon, S.L. |
Member of the family controlling this shareholder |
− Owing to the relationship between Mr Antonio Gallardo Torrededía and the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., he is currently classified as a proprietary director of Almirall, S.A. For the same reason, Mr Carlos Gallardo Piqué was initially appointed a director within the category of proprietary director until his appointment as CEO, at which time he acquired the status of executive director pursuant to section 529 duodecies of the Spanish Companies Act (Ley de Sociedades de Capital).
A.7 Indicate whether the company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Corporate Enterprises Act. If so, describe them briefly and list the shareholders bound by the agreement:
| Yes | X | No |
|---|---|---|
| Parties to the shareholders' agreement |
% of share capital concerned |
Brief description of the agreement | Expiry date of the |
|
|---|---|---|---|---|
| Mr Antonio Gallardo Ballart and Mr Jorge Gallardo Ballart |
60.250 | Regulates the concerted action of its signatories in relation to the exercise of their voting rights indirectly held in Almirall, S.A. via Grupo Plafin, S.A.U., on one hand, and Grupo Corporativo Landon, S.L. (formerly Todasa, S.A.U.), on the other. Its content was published in full on the corporate website of Almirall, S.A. and on the CNMV website (registry entry number 81611, of 27 June 2007). |
Indefinite |
| Observations | |
|---|---|
Indicate whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| Yes X No |
|||||||
|---|---|---|---|---|---|---|---|
| Parties to the % of share capital concerted concerned action |
Brief description of the concerted action | Expiry date of the concert, if any |
|||||
| Mr Antonio Gallardo Ballart and Mr Jorge Gallardo Ballart |
60.250 | Please refer to the previous table in relation to the content of the shareholders' agreement entered into by Mr Antonio Gallardo Ballart and Mr Jorge Gallardo Ballart. As stated in the preceding section, the concerted action refers to the exercise of the voting rights that they indirectly hold in Almirall, S.A. |
Indefinite |
| Observations | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
If any of the aforementioned agreements or concerted actions have been amended or terminated during the year, indicate this expressly:
A.8 Indicate whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If so, identify them:
| Yes X |
No | ||||
|---|---|---|---|---|---|
| Name or company name | |||||
| Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. |
These companies together control 60.250% of the share capital of Almirall, S.A., and the indirect holders of practically all of the voting rights in both companies (Mr Antonio Gallardo Ballart and Mr Jorge Gallardo Ballart) engage in concerted action in Almirall, S.A. on the terms established in the shareholders' agreement dated 28 May 2007 described in section A.7 above.
A.9 Complete the following table with details of the company's treasury shares:
At the close of the year:
| Number of direct shares | Number of indirect shares (*) | Total percentage of share capital |
|---|---|---|
| 205,396 | 2,510,952 | 1.27% |
(*) Through::
| Name or company name of direct shareholder | Number of direct shares |
|---|---|
| Banco Santander | 2.510.952 |
| Total: | 2.510.952 |
The treasury shares held via Banco Santander, S.A. correspond to the actions taken under the equity swap agreement entered into by Almirall, S.A. with Banco Santander, S.A. on 11 May 2018.
Please refer to section A.10 for further information on the approval of the shareholders at the General Shareholders' Meeting of Almirall, S.A. for the acquisition of own shares.
Explain any significant changes during the year:
The variation in the number of direct shares arises out of the transactions implemented within the framework of the liquidity agreement initially entered into on 4 March 2019 in order to foster the liquidity and regularity of the Company's listed shares within the limits established by the shareholders at the General Shareholders' Meeting and by applicable law, particularly Circular 1/2017 of 26 April of the Spanish National Securities Market Commission on liquidity agreements.
A.10 Provide a detailed description of the conditions and terms of the authority given to the Board of Directors to issue, repurchase, or dispose of treasury shares.
At the General Shareholders' Meeting held on 10 May 2024, the shareholders approved a resolution expressly authorising Almirall, S.A. and/or its subsidiary companies comprising its consolidated Group to acquire shares representing the share capital of the Company by means of any legally admissible consideration-based instrument, subject to legal limits and requirements, up to a maximum number of shares equivalent to 5% of the share capital at any time, fully paid up, at a price per share of at least the par value and at a maximum of 5% higher than the last listing price prior to the relevant acquisition. This authorisation can only be exercised within five years from the date of holding of the general meeting. The authorisation includes the acquisition of any shares that have to be directly delivered to the Company's employees and directors as remuneration, incentives or otherwise, or as a result of the exercise of any option rights that they hold.
| % | |||||
|---|---|---|---|---|---|
| Estimated float | 33.4028 | ||||
| Observations | |||||
A.12Indicate whether there are any restrictions (articles of incorporation, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, indicate the existence of any type of restriction that may inhibit a takeover of the company through acquisition of its shares on the market, as well as such regimes for prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
| Yes No X |
||||
|---|---|---|---|---|
| Description of restrictions | ||||
| A.13. Indicate whether the general shareholders' meeting has resolved to adopt measures to neutralise a takeover bid by virtue of the provisions of Law 6/2007. |
||||
| Yes No X |
||||
| If so, explain the measures approved and the terms under which such limitations would cease to apply: |
||||
| Explain the measures approved and the terms under which such limitations would cease to apply | ||||
| A.14 Indicate whether the company has issued shares that are not traded on a regulated EU market. | ||||
| Yes No X |
||||
| If so, indicate each share class and the rights and obligations conferred. | ||||
| Indicate the various share classes | ||||
| B GENERAL SHAREHOLDERS' MEETING |
||||
| B.1 Indicate whether there are any differences between the minimum quorum regime established by the Spanish Corporate Enterprises Act for General Shareholders' Meetings and the quorum set by the company, and if so give details. |
||||
| Yes No X |
||||
| % quorum different from that established % quorum different from that established in Article in Article 193 of the Spanish Corporate 194 of the Spanish Corporate Enterprises Act for Enterprises Act for general matters special resolutions |
||||
| Quorum required at 1st call |
||||
| Quorum required at 2nd call |

Describe how it is different from the regime provided in the Spanish Corporate Enterprises Act.
| Qualified majority other than that set forth in Article 201.2 of the Corporate Enterprises Act for matters referred to in Article 194.1 of this Act |
Other matters requiring a qualified majority |
|
|---|---|---|
| % established by the company for the adoption of resolutions |
| Description of differences | |||
|---|---|---|---|
B.3 Indicate the rules for amending the company's articles of incorporation. In particular, indicate the majorities required for amendment of the articles of incorporation and any provisions in place to protect shareholders' rights in the event of amendments to the articles of incorporation.
In addition to the provisions of sections 285 et seq. of the Spanish Companies Act and other applicable law, the following bylaw and regulatory provisions must be taken into account:
Article 27.- "The ordinary or extraordinary General Meeting will be validly convened on first call when the shareholders present or represented account for at least twenty-five percent of the paid-in share capital with voting rights and on second call with any percentage of capital in attendance.
However, in order for the ordinary or extraordinary General Meeting to validly resolve on motions to issue debentures, increase or decrease the share capital, transform, merge or spin-off the company or otherwise amend the Articles of Association, the shareholders present or represented at the Meeting on first call must account for at least fifty percent of the paid-in share capital with voting rights. On second call, twenty-five percent of the share capital will suffice.
Shareholders entitled to attend the meeting who cast their votes remotely, as provided for in Article 32.- below, will be considered present for the purposes of constituting the General Meeting in question.
The Meeting will not be affected by any absences that occur once the meeting has been constituted."
Article 5g.- "The General Meeting has the authority to decide on all matters attributed to it by statute or the Bylaws. Additionally, any proposal whatsoever involving a fundamental change of the actual activities of the Company shall be submitted for approval or ratification of the General Meeting. Specifically and by way of example only, the General Meeting may: (…) g) Approve the merger, spin-off and restructuring of the Company and, in general, any amendment to the Company's Bylaws."
Article 15.- "The General Meeting shall be validly in session, on first call, whenever shareholders attending or represented thereat hold at least twenty-five per cent of the subscribed voting capital. On second call, the meeting shall be validly in session whatever the subscribed capital present or represented thereat.
Shareholders representing at least fifty per cent of the subscribed voting capital must be present or represented at the meeting held on first call in order for the Annual or Extraordinary General Meeting to validly resolve the issue of bonds, the increase or reduction of capital, the transformation, merger or demerger, the winding-up and liquidation of the Company and, in general, any amendment to the Bylaws. On second call, shareholders holding twenty-five per cent of the subscribed voting capital shall be a quorum, except that, if the attending shareholders hold less than fifty per cent of the subscribed voting capital, then a resolution on any of the above matters may only be validly passed with the affirmative vote of two-thirds of the capital present or represented at the meeting.
Absences occurring once the General Meeting has been validly formed shall not render the meeting invalid.".
Article 25.- "Once the time limit for shareholders to address the meeting has ended and any information or clarifications have, where appropriate, been provided in accordance with these Regulations, the proposed resolutions on the items included in the agenda (or other proposals -if any- regarding any other matters which, by law, need not be included in the agenda) shall be put to a vote. In the case of those proposals which need not be so included in the agenda, the Chairperson of the General Meeting shall decide on the order in which these shall be put to a vote.
There shall be no requirement for the Secretary to read out proposed resolutions in advance if the text of the relevant resolution was already made available to shareholders at the start of the meeting unless otherwise requested (in respect of all or any proposal) by any shareholder or otherwise deemed appropriate by the Chairperson. In any event, attendees shall be informed of the item on the agenda to which the proposed resolution that is being put to a vote refers.
The General Meeting shall vote separately on essentially independent matters so that shareholders can exercise their voting preferences separately. This rule shall apply, in particular: (i) to the appointment, confirmation, re-election or removal of each director, which should be voted on separately; (ii) in the event of any amendments of the Bylaws of the Company, in respect of each article or group of articles that is essentially independent.
The procedure for adopting resolutions shall be in accordance with the agenda set out in the notice of the meeting. First, the resolutions proposed by the Board of Directors shall be put to a vote. In any event, once a proposed resolution has been adopted, all other resolutions on the same subject which are incompatible with it shall automatically lapse and shall not, therefore, be submitted to a vote.
As a general rule, and without prejudice to the possibility that, in the opinion of the Chairperson, in view of the circumstances or the nature or content of the proposal, other alternative systems may be used, votes on proposed resolutions shall be calculated as follows:
(i) Votes cast by any shareholders attending in person or by proxy shall be considered as votes for such resolution, after deducting (a) any votes corresponding to shares whose holders or proxies state that they vote against, in blank or abstain by notice or communication of such vote or abstention to the Notary (or otherwise to the Secretary to the General Meeting or his/her assistants), such vote to be recorded in the minutes; (b) any votes corresponding to those shares whose holders voted against or in blank or expressly stated their abstention by remote communication means under this section and, where appropriate; (c) votes corresponding to those shares whose holders or proxies left the meeting before the vote on such proposed resolution is cast, provided that their departure from the meeting was recorded by the Notary (or, otherwise by the Secretary or his/her assistants).
(ii) Any statements or notices to the Notary (or, failing the Notary, to the Secretary or any assistants) referred to in paragraph a) above regarding the direction of the vote or any abstention may be made individually concerning each of the proposed resolutions or in aggregate in respect of several or all resolutions, by confirming to the Notary (or otherwise to the Secretary or his/her assistants) the identity and status (i.e., as a shareholder or proxy) of the voter, the number of shares being voted and the direction of such vote or, if appropriate, abstention.
(iii) Shares of shareholders who have participated in the General Meeting by means of remote voting shall not be deemed to be present in person or by proxy for the adoption of resolutions on matters not included on the agenda. Shares in respect of which voting rights may not be exercised in accordance with the provisions of section 526 of the Spanish Companies Act shall not be deemed to be represented or present for the adoption of any of the resolutions referred to in that section."
B.4 Give details of attendance at General Shareholders' Meetings held during the reporting year and the two previous years:
| Attendance data | |||||
|---|---|---|---|---|---|
| % distance voting | |||||
| Date of general meeting | % physical presence % present by proxy | Electronic voting |
Others | Total | |
| 10/05/2024 | 2.38 | 76.66 | 79.04 | ||
| Of which float: | 2.38 | 16.41 | 18.79 | ||
| 05/05/23 | 1.69 | 80.01 | 81.7 | ||
| Of which float: | 1.69 | 19.18 | 20.87 | ||
| 06/05/22 | 1.85 | 80.85 | 82.70 |
The shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. were duly represented at all of the above-stated general meetings. These companies control 60.250% of the share capital of Almirall, S.A.
B.5 Indicate whether any point on the agenda of the General Shareholders' Meetings during the year was not approved by the shareholders for any reason.
| Yes | No X |
||
|---|---|---|---|
| Items on the agenda not approved | % vote against (*) | ||
(*) If the non-approval of the point was for a reason other than the votes against, this will be explained in the text part and "N/A" will be placed in the "% votes against" column.
B.6 Indicate whether the articles of incorporation contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or to vote remotely:
| Yes No X |
||
|---|---|---|
| Number of shares required to attend General Meetings | ||
| Number of shares required for voting remotely | ||
| Observations | ||
B.7 Indicate whether it has been established that certain decisions, other than those established by law, entailing an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions must be submitted for approval to the General Shareholders' Meeting.
| Yes | No | X |
|---|---|---|
Explain the decisions that must be submitted to the General Shareholders' Meeting, other than those established by law
C.1.1 Maximum and minimum number of directors established in the articles of incorporation and the number set by the general meeting:
| Maximum number of directors | 15 |
|---|---|
| Minimum number of directors | 5 |
| Number of directors set by the general meeting | 10 |
| C.1.2 | Complete the following table on Board members: | |
|---|---|---|
| ------- | ------------------------------------------------ | -- |
| Name or company name of director |
Representative | Category of director |
Position on the board |
Date first appointed |
Date of last appointment |
Election procedure |
Date of birth |
|---|---|---|---|---|---|---|---|
| Ms Karin Dorrepaal |
Independent | Member | 01-01-13 | 05-05-23 | Appointed at General Meeting |
06-03-61 | |
| Mr Enrique de Leyva Pérez |
Independent | Vice-Chair and Coordinating Director |
22-02-19 | 05-05-23 | Appointed at General Meeting |
16-12-59 | |
| Mr Antonio Gallardo Torrededía |
Proprietary external |
Member | 25-07-14 | 05-05-23 | Appointed at General Meeting |
02-12-66 | |
| Mr Carlos Gallardo Piqué |
Executive | Chair and CEO | 25-07-14 | 05-05-23 | Appointed at General Meeting |
03-06-72 | |
| Dr Seth J. Orlow |
Independent | Member | 06-05-16 | 05-05-23 | Appointed at General Meeting |
23-12-58 | |
| Ms Alexandra B. Kimball |
Independent | Member | 24-07-20 | 05-05-23 | Appointed at General Meeting |
21-10-68 | |
| Ms Eva-Lotta Allan |
Independent | Member | 24-07-20 | 05-05-23 | Appointed at General Meeting |
20-07-59 | |
| Mr Ruud Dobber | Independent | Member | 18-06-21 | 05-05-23 | Appointed at General Meeting |
08-11-64 | |
| Mr Ugo Di Francesco |
Independent | Member | 10-05-24 | 10-05-24 | Appointed at General Meeting |
20-08-60 | |
| Ms Eva Abans Iglesias |
Independent | Member | 10-05-24 | 10-05-24 | Appointed at General Meeting |
17-11-71 | |
| Total number of directors | 10 |
Indicate any cessations, whether through resignation or by resolution of the general meeting, that have taken place in the Board of Directors during the reporting period:
| Name or company name of director |
Category of the director at the time of cessation |
Date of last appointment |
Date of cessation |
Specialised committees of which he/she was a member |
Indicate whether the director left before the end of his or her term of office |
|---|---|---|---|---|---|
| Sir Tom McKillop | Other external | 05-05-23 | 10-05-24 | Vice-Chair of the Board of Directors |
Yes |
| d b f h |
|||||
| Reason for cessation and other observations | |||||
| Sir Tom McKillop tendered his voluntary resignation from his position as an external director of the Board of Directors at the Board meeting held on 8 April 2024, and it became effective from date of the General Shareholders' Meeting held on 10 May 2024. As a result, he also ceased to hold |
the positions of Vice-Chair of the Board of Directors and member of the Appointments and Remuneration Committee.
C.1.3 Complete the following tables on the members of the Board and their categories:
| Name or company name of director |
Post in organisation chart of the company |
Profile |
|---|---|---|
| Mr Carlos Gallardo Piqué | Chair and CEO | Mr Carlos Gallardo Piqué began his pharmaceutical career 20 years ago when he joined Pfizer, based in New York. In 2001, he joined Almirall, where he has remained until the present day. He was initially an executive in different countries and positions across strategy, sales, licencsing, M&A and country management. In 2013, Mr Carlos Gallardo Piqué was appointed a member of Almirall's Board of Directors, and in 2020 he was appointed Vice-Chair, a position that he held until his appointment as Chair in May 2022. In November 2022 he was appointed CEO, and he was confirmed in the position in February 2023 following his positive development and performance. He has also established a successful career as an investor in digital healthcare and medtech. He is founder and CEO of CG Health Ventures, which invests in early-stage medtech and digital healthcare companies at a global level, providing a unique blend of operational support and capital. Before entering the pharmaceutical industry, Mr Carlos Gallardo Piqué worked as an engineer in the automotive industry, in logistics and supply chain. He is a graduate in industrial engineering from the Universitat Politècnica de Catalunya and has an MBA from Stanford Graduate School of Business. Please refer to section A.6 above for further information on the relationships between the significant shareholders of Almirall, S.A. and Mr Gallardo Piqué. |
| Total number of executive directors | 1 | ||
|---|---|---|---|
| Percentage of Board | 10 |
Owing to his relationship with the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., Mr Carlos Gallardo was initially appointed director within the category of proprietary director, until his appointment as CEO, at which time he acquired the status of executive director pursuant to section 529 duodecies of the Spanish Companies Act.
| Name or company name of director |
Name or company name of the significant shareholder represented by the director or that nominated the director |
Profile |
|---|---|---|
| Mr Antonio Gallardo Torrededía |
Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. |
Mr Antonio Gallardo holds a degree in business science from the University of Barcelona and an executive MBA from the University of Chicago. He also has a master's degree in marketing from ESADE. During the first stage of his professional career, he spent seven years working at Akzo Nobel, where he reached the position of marketing director. In 1999, he joined Almirall as an area manager. He was later appointed director of pharmacy marketing and developed a loyalty programme consisting of 10,000 pharmacies through the medical representatives network in Spain. He subsequently joined the medical visit network as area manager and then division chief. In 2008, he left Almirall to continue in the family business, where he took charge of the real estate area as chairman of The Landon Group. Please refer to section A.6 above for further information on the relationships between the significant shareholders of Almirall, S.A. and Mr Gallardo Torrededía. |
| Total number of proprietary directors | 1 |
|---|---|
| Percentage of Board | 10 |
Observations
| Name or company name of director |
Profile | |
|---|---|---|
| Ms Karin Dorrepaal | Ms Dorrepaal has a PhD from the Free University of Amsterdam, following four years as a research fellow in the Netherlands Cancer Institute. She also holds an MBA from the Rotterdam School of Management. In 1990, she joined Booz Allen Hamilton, Management Consultants, where she remained until 2004, having been appointed vice-president in 2000. She specialises in the pharmaceutical industry and has advised large companies on strategy, sales, marketing and supply chain issues. In 2004 she was appointed to the board of directors of Schering AG. Following the acquisition of this company by Bayer AG, Ms Dorrepaal left her position. She has been a member of the board of directors of Gerresheimer AG, Paion AG, and the Kerry Group Plc., Triton Private Equity and Intravacc. She is currently Chair of LTS Lohmann Therapie-Systeme AG (Germany). |
|
| Mr Enrique de Leyva Pérez |
Mr de Leyva holds an M.Sc. degree in civil engineering from the Engineering School of Madrid and an MBA from Columbia Business School, where he was a Fulbright scholar and specialised in finance and accounting. He has developed his career at top-level companies such as Unión Fenosa (1983-1986) and McKinsey & Company (1986-2006), in various executive positions and countries (including the UK and the US), and he is currently one of the founding partners of Magnum Industrial Partners, a leading Iberian private equity firm that has launched three funds to market with €1.5 billion of committed capital. He is also a member of the steeering committees of several companies within the Magnum Funds portfolio. He has been a chair or director of companies in the education, energy, industry, healthcare, B2B services and telecommunications industries. |
|
| Dr Seth J. Orlow | Dr Orlow holds a doctorate in medicine and a PhD in molecular pharmacology from the Albert Einstein College of Medicine of Yeshiva University and a degree in biomedical sciences from Harvard University. He serves as a senior advisor to Pharus Securities. In the past, Dr Orlow has had roles including partner at Easton Capital Partners, co-founder of Anaderm Research Corporation, and director of Protez Pharmaceuticals and Transave, Inc. During his career, Dr Orlow has been a professor in the dermatology, cell biology and paediatrics departments at the NYY Grossman School of Medicine, where he has also served as chair of the Ronald O. Perelman department of dermatology since 2006. |
|
| Dr Alexandra B. Kimball |
Dr Alexandra B. Kimball holds a degree in molecular biology from Princeton University, a doctorate (MD) from Yale University School of Medicine, and a master's in public health from Johns Hopkins School of Public Health. Dr Kimball is the president and CEO of Harvard Medical Faculty Physicians at Beth Israel Deaconess Medical Centre, and a member of the board of directors and a dermatologist at the same centre. She is a professor of dermatology at the Harvard Medical School, as well as being co-chair of the management board at Beth Israel Lahey Health Performance |
| Name or company name of director |
Profile | |
|---|---|---|
| Network (BILPN). In recognition of her research on physician workforce economics, quality of life and outcomes, she was awarded the American Skin Association Research Award for Health Policy and Medical Education and the Mass General Hospital Bowditch Prize. Other awards include Mentor of the Year from the Women's Derm Society and the Outstanding Physician-Clinician and Lifetime Achievement Awards from the National Psoriasis Foundation. Dr Kimball has served on non-profit boards including those of the Society for Investigative Dermatology, the Massachusetts Foundation for the Humanities and Public Policy, and the Hidradenitis Suppurativa Foundation. She is a former president of the International Psoriasis Council and a member of the advisory committee to the director of the National Institutes of Health. |
||
| Ms Eva-Lotta Allan | Ms Eva-Lotta Allan holds a degree in natural sciences from Jakobsbergskolan (Stockholm) and in microbiology from the Laboratory School University (Stockholm), and she has a master's certificate in marketing from the Institute for Higher Marketing Business School (Stockholm). Ms. Allan has a long career in the biotech industry with expertise in corporate, business development and operations with companies including Vertex Pharmaceuticals, Ablynx NV and Immunocore. During her five years as Immunocore's CBO she raised 320 million dollars in a Series A round and established significant partnerships with top pahramceutical companies. As Ablynx's CBO, she participated in taking the company public and completed several strategic partnerships. At Vertex Pharmaceuticals she was Senior Director Business Development and Site Operations (Europe). Ms. Ms Allan is chair of the board and member of the audit and remuneration committee of Draupnir Bio, and chair of Maxion Therapeutics. |
|
| Dr Ruud Dobber | Dr Dobber holds a master of science from the University of Utrecht (the Netherlands) and a PhD in immunology (University of Leiden, the Netherlands). Dr Dobber has been executive vice president of the biopharmaceuticals business of AstraZeneca since January 2019, and he is responsible for product strategy and commercial delivery for cardiovascular, renal & metabolism (CVRM) and repiratory & immunology. Dr Dobber previously held various executive positions at AstraZeneca, including serving as president of AstraZeneca US and executive vice-president for North America, executive vice-president for Europea, regional vice-president for Europe, Middle East and Africa, regional vice-president for Asia Pacific and area vice-president Europe 1. He has also been a member of the board and executive committee of EFPIA and chair of the Asia division of Pharmaceutical Research and Manufacturers of America. |
|
| Mr Ugo Di Francesco | Mr Ugo Di Francesco holds an executive MBA from Bologna Business School. In 1998, he joined Bristol Myers Squibb, based in Rome, as Head of the Oncology Business Unit, and in 2000 he was appointed Vice President of the Pharmaceutical Products Division of the Italian subsidiary of Bristol Myers Squibb Corp (Princeton, USA). In 2002, he joined Novartis, based in Prague, as Managing Director and Country Head of Novartis s.r.o. for the Czech Republic and Slovakia, and he was later appointed Managing Director and Country Head of Novartis Pharma S.p.A. in Italy (Origgio, Varese). He was CEO of the Chiesi Group from 2011 to 2022, supervising all the global operations of the company. He has 30 years of expeirence in the pharmaceutical sector. He is a member of the boards of Kedrion S.p.A. and Kedrion Holding S.p.A. |
|
| Ms Eva Abans Iglesias | Ms Eva Abans Iglesias holds a degree in economics and business administration from the Complutense University of Madrid and an MBA from IEDE. She started her professional career at PriceWaterhouseCoopers, where she worked in the audit area of the London and Madrid offices until 2001. Subsequently, in June 2001, she joined Ernst & Young, holding several positions until she was appointed partner in 2007. In 2015 she was appointed Managing Partner of EY Catalonia, a position she held until September 2018. In October 2018, she joined Grupo Mediapro, a leader in the European audiovisual sector. She currently holds the position of Chief Corporate Officer and is also a key member of Grupo Mediapro's Executive Committee and Management Committee. |
| Total number of independent directors | 8 |
|---|---|
| Percentage of Board | 80 |
| Observations | |
|---|---|
Indicate whether any director classified as independent receives from the company or any company in its group any amount or benefit other than remuneration as a director, or has or has had a business relationship with the company or any company in its group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
If so, include a reasoned statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name or company name of director |
Description of the relationship | Reasoned statement |
|---|---|---|
| Ms Alexandra B. Kimball | The independent director Ms Alexandra B. Kimball participated in an event organised by the Company entitled "Strategy Review Meeting 2024" in her capacity as an expert. She was remunerated with a one-off payment of 8,000 euros for her participation. |
The Board of Directors believes that the advisory services provided by Ms Alexandra B. Kimball do not compromise her independence as a director, because: (i) the remuneration received was not significant; (ii) the work was performed in her capacity as an expert on the matter and not in her capacity as a director; and (iii) the service was provided on a one-off basis and is not recurring work that could compromise her independence. |
| Dr Seth J. Orlow | The independent director Dr Seth J. Orlow participated in an event organised by the Company entitled "Strategy Review Meeting 2024" in his capacity as an expert. Participation was remunerated. He was remunerated with a one-off payment of 8,000 euros for his participation. |
The Board of Directors believes that the advisory services provided by Dr Seth J. Orlow do not compromise his independence as a director, because: (i) the remuneration received was not significant; (ii) the work was performed in his capacity as an expert on the matter and not in his capacity as a director; and (iii) the service was provided on a one-off basis and is not recurring work that could compromise his independence. |
| Mr Ugo Di Francesco | The independent director Mr Ugo Di Francesco participated in an event organised by the Company entitled "Strategy Review Meeting 2024" in his capacity as an expert. Participation was remunerated He was remunerated with a one-off payment of 8,000 euros for his participation. |
The Board of Directors believes that the advisory services provided by Mr Ugo Di Francesco do not compromise his independence as a director, because: (i) the remuneration received was not significant; (ii) the work was performed in his capacity as an expert on the matter and not in his capacity as a director; and (iii) the service was provided on a one-off basis and is not recurring work that could compromise his independence. |
Identify the other external directors, indicate the reasons why they cannot be considered either proprietary or independent, and detail their ties with the company or its management or shareholders:
| Name or company name of director |
Reasons | Company, manager or shareholder to which or to whom the director is related |
Profile |
|---|---|---|---|
| Total number of other external directors | 0 |
|---|---|
| Percentage of Board | 0 |
Indicate any changes that have occurred during the period in each director's category:
| Name or company name of director | Date of change | Previous category | Current category |
|---|---|---|---|
Observations
C.1.4 Complete the following table with information relating to the number of female directors at the close of the past four years, as well as the category of each:
| Number of female directors | % of total directors for each category | |||||||
|---|---|---|---|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | Year T | Year t-1 | Year t-2 | Year t-3 | |
| Executive | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Proprietary | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Independent | 4 | 3 | 3 | 4 | 50 | 50 | 50 | 50 |
| Other External | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total: | 4 | 3 | 3 | 4 | 40 | 33.33 | 30.33 | 30.77 |
| Observations |
|---|
C.1.5 Indicate whether the company has diversity policies in relation to its Board of Directors on such questions as age, gender, disability, education and professional experience. Small and medium-sized enterprises, in accordance with the definition set out in the Spanish Auditing Act, will have to report at least the policy that they have implemented in relation to gender diversity.
Yes X No Partial policies
If so, describe these diversity policies, their objectives, the measures and the way in which they have been applied and their results over the year. Also indicate the specific measures adopted by the Board of Directors and the nomination and remuneration committee to achieve a balanced and diverse presence of directors.
If the company does not apply a diversity policy, explain the reasons why.
In accordance with the relevant provisions of the Good Governance Code for Listed Companies, article 17.3 of the Regulations of the Board of Directors establishes that: "The Board of Directors will approve a specific and demonstrable Board Member Selection Policy aimed at promoting an appropriate composition of the Board, that assures that the proposals of appointment or re-election are based on a previous analysis of the competences required by the above mentioned Board and that favours the diversity of knowledge, experiences, age and gender. The result of the previous analysis of the competences required by the Board will be gathered in the justificative report of the Appointments and Remuneration Committee that will be published once the General Meeting is called for the ratification, the appointment or the re-election of every member. The Board Member Selection Policy shall promote and seek to achieve the objective that by 2020 the number of female directors should represent at least 30% of the total number of members of the Board of Directors. The Nomination and Remuneration Committee shall annually verify compliance with the Board Member Selection Policy and report thereon in the Annual Corporate Governance Report."
In this regard, the Board of Directors has a director selection policy that, among other things, develops the final part of the above article of the Regulations of the Board of Directors; its general aims are to encourage diversity of knowledge, experience and gender.
In any event, the balanced composition of the Board will have to be taken into account as a significant additional element, carefully assessing the candidate's professional background and biography as well as their professional and personal track record.
C.1.6 Describe the measures, if any, agreed upon by the nomination committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates, making it possible to achieve a balance between men and women. Also indicate whether these measures include encouraging the company to have a significant number of female senior executives:
In addition to the statements in section C.1.5 above, it should be noted that the Company endeavours to ensure that director selection processes do not suffer from implicit biases that hinder the selection of women. In particular, the director selection policy provides that selection processes are to avoid any kind of bias that could imply discrimination, whether on the grounds of sex, ethnic origin, age or any other basis. In any event, as established in article 14.2 of the Regulations of the Board of Directors, the Appointments and Remuneration Committee will report to the Board on gender diversity and director qualification issues.
In any case, the merit of the candidates has been and remains the prevailing principle in selection processes to choose members of the Board of Directors.
If in spite of any measures adopted there are few or no female directors or senior managers, explain the reasons for this:
C.1.7 Explain the conclusions of the nomination committee regarding verification of compliance with the policy aimed at promoting an appropriate composition of the Board of Directors.
The Appointments and Remuneration Committee has verified compliance with the director selection policy, with satisfactory results.
C.1.8 If applicable, explain the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:
| Name or company name of shareholder | Reason |
|---|---|
Indicate whether the Board has declined any formal requests for presence on the Board from shareholders whose equity interest is equal to or greater than that of others at whose request proprietary directors have been appointed. If so, explain why the requests were not granted:

| Name or company name of shareholder | Explanation |
|---|---|
| Name or company name of director or committee |
Brief description |
|---|---|
| Mr Carlos Gallardo Piqué | Mr Carlos Gallardo Piqué, CEO of Almirall, S.A. All the powers of the Board of Directors have been delegated to him, except for those that cannot be delegated due to law or the By-Laws. |
C.1.10 Identify any members of the Board who are also directors, representatives of directors or managers in other companies forming part of the listed company's group:
| Name or company name of director | Company name of the group entity |
Position | Does the director have executive powers? |
|---|---|---|---|
| Identity of the director or representative |
Company name of the listed or non listed entity |
Position |
|---|---|---|
| Mr Carlos Gallardo Piqué | Corporación Zamap, S.L. | Director |
| Caleta XXI, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Surcogan, S.L. |
|
| Surcogan, S.L. | Director | |
| Olistic Research Labs, S.L. | Director | |
| Zentro Yoga Project, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Latitud 41, S.L. |
|
| Mr Antonio Gallardo Torrededía | Corporación Genbad, S.L. | Director |
| Landon Investments, SCR, SAU | Director | |
| 22@ Business Center, S.L. | Director | |
| Ruarti XXI, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Coelium, S.L. |
| Identity of the director or representative |
Company name of the listed or non listed entity |
Position |
|---|---|---|
| Togadia, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Coelium, S.L. |
|
| Coelium, S.L. | Director | |
| Tinkle, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Coelium, S.L. |
|
| Portman Baltic, S.L. | Representative under art. 143 RRM (Commercial Registry Regulations) of the director Togadia, S.L. |
|
| Grupo Corporativo Landon, S.L. | Representative under Art. 143 RRM (Commercial Registry Regulations) of the director Corporación Genbad, S.L. |
|
| Good News Barcelona 2020, S.L. | Director | |
| Ms Eva-Lotta Allan | Draupnir Bio ApS | Chair of the Board and member of the Audit and Remuneration Committees |
| Maxion Therapeutics Ltd. | Chair of the Board | |
| Mr Seth J. Orlow | R2 Technologies, Inc | Director |
| American Dermatology Association | Director | |
| Ms Alexandra B. Kimball | Beth Israel Deaconess Medical Center | Director |
| Beth Israel Lahey Health | Director | |
| Ms Karin Dorrepaal | LTS Lohmann Therapie-Systeme AG | Chair |
| Mr Ruud Dobber | Alexion Pharmaceuticals Inc | Director |
| AstraZeneca Ireland Limited | Director | |
| Caelum Biosciences Inc | Director | |
| Mr Enrique de Leyva Pérez | Magnum Industrial Partners Dos y Tres, S.L. |
Chair |
| Magnum Partners, LLP* | Director | |
| Magnum Capital Fund's Portfolio | Director | |
| Leyme Asesoría e Inversiones, S.L. | Chair | |
| Istisu SCR, S.A. | Chair | |
| Fide OBC Europe SL | Director | |
| Universal Diagnostics SA | Director | |
| Ontime Corporate Union SA | Director |
| Identity of the director or representative |
Company name of the listed or non listed entity |
Position |
|---|---|---|
| Mr Ugo Di Francesco | Kedrion S.p.A. | Executive Director |
| Kedrion Holding S.p.A. | Executive Director |
The positions of Mr Antonio Gallardo Torrededía at Coelium, S.L. and Corporación Genbad, S.L. are remunerated. His other positions listed in the above table are not remunerated.
The positions of Mr Carlos Gallardo Piqué at Corporación Zamap, S.L. and Surcogan, S.L. are remunerated. His other positions listed in the above table are not remunerated.
The positions of Ms Alexandra B. Kimball listed in the above table are not remunerated.
The positions of Mr Ruud Dobber listed in the above table are not remunerated.
The positions of Mr Enrique de Leyva at Leyme Asesoría e Inversiones and Ontime Corporate Union S.A. are remunerated. His other positions listed in the above table are not remuneration. It should also be noted that Mr Enrique de Leyva Pérez is also a member of the board of directors of various unlisted companies within the Magnum Capital private equity portfolios. The position of Mr Ugo Di Francesco at Kedrion S.p.A. is remunerated and his position at Kedrion Holding S.p.A. is not remunerated.
In relation to the other directors who are not mentioned above, all of their respective above-listed positions are remunerated.
Indicate, where appropriate, the other remunerated activities of the directors or directors' representatives, whatever their nature, other than those indicated in the previous table.
| Identity of the director or representative | Other paid activities |
|---|---|
| Ms Karin Dorrepaal | Member of the Supervisory Board and of the Audit Committee of the Van Eeghen Group |
| Ms Eva Abans Iglesias | Corporate Director and key member of the Executive Committee and the Management Committee of the Mediapro Group |
C.1.12 Indicate whether the company has established rules on the maximum number of company boards on which its directors may sit, explaining if necessary and identifying where this is regulated, if applicable:

Although article 26 of the Regulations of the Board of Directors establishes that the company is to set rules on the number of boards that its members can serve on, these rules had not been implemented at the close of the reported financial year because it was not deemed necessary to implement them in view of the composition and members of the Board. In addition, if it is detected that participation on other boards may be detrimentally affecting the directors' performance of their duties, the Company has the means to remove the directors from their positions.
C.1.13 Indicate the remuneration received by the Board of Directors as a whole for the following items:
| Remuneration accruing in favour of the Board of Directors in the financial year (thousands of euros) | 2,994 |
|---|---|
| ------------------------------------------------------------------------------------------------------ | ------- |
| Funds accumulated by current directors for long-term savings systems with consolidated economic rights (thousands of euros) |
|
|---|---|
| Funds accumulated by current directors for long-term savings systems with unconsolidated economic rights (thousands of euros) |
|
| Pension rights accumulated by former directors (thousands of euros) |
At the General Shareholders' Meeting of Almirall, S.A. held on 5 May 2022, the shareholders resolved to set the maximum amount of annual remuneration for the directors as a whole in their capacity as such (i.e., excluding the remuneration of executive directors for the performance of their executive and senior management duties) in the amount of €2.5 million. This amount remains unchanged as at the date of this report.
C.1.14 Identify members of senior management who are not also executive directors and indicate their total remuneration accrued during the year:
| Name or company name | Position(s) | |
|---|---|---|
| Mr Eloi Crespo Cervera | Chief Industrial Operations Officer | |
| Mr Esteve Conesa Panicot | Chief People & Culture Officer | |
| Mr Karl Ziegelbauer | Chief Scientific Officer | |
| Mr Mike McClellan | Chief Financial Officer | |
| Mr Volker Koscielny | Chief Medical Officer | |
| Mr Jordi Salvat Filomeno | Executive Director Internal Audit | |
| Mr Paolo Cionini | Chief Commercial Officer Europe & International | |
| Ms Isabel Gomes | Chief Legal Officer & General Counsel | |
| Ms Mercedes Diz López | Chief Marketing Officer | |
| Mr Paul Rittman | President and General Manager of Almirall US |
| Number of women in senior management | 2 |
|---|---|
| Percentage of total senior management | 20 |
| Total remuneration of senior management (thousands of euros) | |||
|---|---|---|---|
| Observations | |||
C.1.15 Indicate whether the Board regulations were amended during the year:
| Yes | No | X |
|---|---|---|
Description of amendment(s)
C.1.16 Specify the procedures for selection, appointment, re-election and removal of directors. List the competent bodies, steps to follow and criteria applied in each procedure.
According to the Regulations of the Company's Board of Directors, the appointment, re-election, evaluation and removal of directors is implemented in accordance with the following procedures and on the following terms:
Directors are appointed on an interim basis (co-option) and proposals regarding the appointment of directors are submitted to the shareholders at the General Meeting: (i) upon a proposal from the Appointments and Remuneration Committee, in the case of independent directors; and (ii) upon a report from the Appointments and Remuneration Committee, in the case of the other directors, in accordance with the provisions of the Spanish Companies Act.
When new directors are appointed, they must complete the orientation programme that the Company has established for new directors so that they can rapidly acquire sufficient knowledge of the Company and of its corporate governance rules.
In terms of the appointment of external directors, the Board of Directors endeavours to ensure that selected candidates are persons of recognised solvency, competence and experience, and extreme care must be taken in relation to those called on to fill the independent director positions provided for in article 6 of the Regulations of the Board of Directors.
The directors affected by proposed appointments are to refrain from participating in the relevant deliberations and votes.
The Board of Directors has approved a specific and verifiable director selection policy that is intended to foster an appropriate and balanced composition of the Board, which ensures that proposed appointments or re-elections are based on a prior analysis of the skills required by the Board and foster diversity of knowledge, experience, age and gender.
Before proposing the re-election of directors to the shareholders at a General Meeting, the Board of Directors is to evaluate, with the affected persons refraining from participation and in accordance with article 22 of the Regulations of the Board of Directors, the quality of work and dedication to the position of the proposed directors during their preceding term of office.
The directors are in office for the period established for this purpose by the shareholders at the General Meeting. At the end of that period, they may be re-elected on one or more occasions for periods with the same maximum duration.
The directors affected by proposed re-elections are to refrain from participating in the relevant deliberations and votes.
The Appointments and Remuneration Committee evaluates the skills, knowledge and experience required on the Board, and hence defines the required duties and qualities for the candidates who are to fill each vacancy, as well as evaluating the time and dedication needed for the directors to be able to properly discharge their duties.
The full Board of Directors will also evaluate once a year and adopt, if applicable, an action plan to rectify any shortfalls identified in terms of the quality and efficiency of its operation, the operation and composition of its committees, the diversity of its composition and skills, the performance by the Chair of the Board and the Company's lead executive of their duties, and the performance and contribution of each director, paying special attention to those responsible for the various Board committees. The various committees will be evaluated based on the report that they submit to the Board of Directors, and the Board of Directors will be evaluated based on the report submitted thereto by the Appointments and Remuneration Committee. For this purpose, the Chair of the Board of Directors will organise and coordinate the evaluation of the Board and that of the CEO and lead executive with the chairs of the committees.
Directors will be removed from office on the expiry of the period for which they were appointed and when so decided by the shareholders at a General Meeting in application of their legal or bylaw-mandated powers. In any event, appointments of directors will expire when, following completion of the term of office, the next General Meeting is held or the legal period for the holding of the General Meeting at which a resolution is to be passed regarding the approval of accounts for the preceding financial year has expired.
The Board of Directors will only be able to propose the removal from office of an independent director before the expiry of the bylaw-mandated term when it finds just cause for doing so upon a report from the Appointments and Remuneration Committee. In particular, just cause will be deemed to exist when a director has breached the duties inherent to their position or become subject to any of the circumstances resulting in their being barred from holding office described in the definition of independent director that is established in the good corporate governance recommendations applicable at any time.
The directors affected by proposed removals from office are to refrain from participating in the relevant deliberations and votes.
C.1.17 Explain to what extent the annual evaluation of the Board has given rise to significant changes in its internal organisation and in the procedures applicable to its activities:
Describe the evaluation process and the areas evaluated by the Board of Directors with or without the help of an external advisor, regarding the functioning and composition of the Board and its committees and any other area or aspect that has been evaluated.
At its meeting held on 19 July 2024, the Board of Directors evaluated: (i) the quality and efficiency of its operation; (ii) the performance by the Chair of the Board and the Company's lead executive of their duties; (iii) the operation of its Committees; and (iv) diversity in the composition and skills and the performance and contribution of each director, paying special attention to the heads of the various committees.
Additionally, in accordance with Recommendation 36 of the Good Governance Code for Listed Companies, the Company has evaluated the activities and operation of the Board of Directors carried out during financial year 2024 with the support of the external consultant Deloitte Abogados y Asesores Tributarios, S.L.U. Such assesment has taken place in february 2025.
The business relations maintained with Deloitte Abogados y Asesores Tributarios, S.L.U. relate to consultancy services in different areas.
C.1.19 Indicate the cases in which directors are obliged to resign.
The directors will be required to offer their position to the Board of Directors and proceed to resign, if the Board deems it appropriate, in the following cases:
| Yes | No | X | |
|---|---|---|---|
| ----- | ---- | --- | -- |
If so, describe the differences.
C.1.21 Explain whether there are any specific requirements, other than those relating to directors, for being appointed as chairman of the Board of Directors.
| Yes | No | X | ||
|---|---|---|---|---|
C.1.22 Indicate whether the articles of incorporation or Board regulations establish any limit as to the age of directors:
| Yes No |
X |
|---|---|
| Age limit | |
| Chairman | |
| Managing director | |
| Director |
C.1.23 Indicate whether the articles of incorporation or Board regulations establish any term limits for independent directors other than those required by law or any other additional requirements that are stricter than those provided by law:
| Yes | No | X |
|---|---|---|
Additional requirements and/or maximum number of years of office
C.1.24 Indicate whether the articles of incorporation or Board regulations establish specific rules for appointing other directors as proxy to vote in Board meetings, if so the procedure for doing so and, in particular, the maximum number of proxies that a director may hold, as well as whether any limit has been established regarding the categories of director to whom votes may be delegated beyond the limits imposed by law. If so, briefly describe these rules.
Pursuant to article 16 of the Regulations of the Board of Directors, the directors will do everything within their power to attend Board meetings and when they are absolutely unable to attend in person, they will grant their proxy in writing and on a specific basis for each meeting to another Board member (non-executive directors may only delegate their proxy to another non-executive director), including the relevant instructions and notifying the Chair of the Board of Directors of the delegation of proxy.
C.1.25 Indicate the number of meetings held by the Board of Directors during the year. Also indicate, if applicable, the number of times the Board met without the chairman being present. Meetings where the chairman gave specific proxy instructions are to be counted as attended.
| Number of board meetings | 8 |
|---|---|
| Number of board meetings held without the chairman's presence | 0 |
Observations
Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:
| Number of meetings | 0 |
|---|---|
| Observations | |
|---|---|
Indicate the number of meetings held by each Board committee during the year:
| 6 |
|---|
| 6 |
| 4 |
| 4 |
| Observations |
|---|
C.1.26 Indicate the number of meetings held by the Board of Directors during the year with member attendance data:
| Attendance in person as a % of total votes during the year Number of meetings with attendance in person or proxies given with specific instructions, by all directors |
100% |
|---|---|
| 8 | |
| Votes cast in person and by proxies with specific instructions, as a % of total votes during the year | 100% |
Observations
C.1.27 Indicate whether the individual and consolidated financial statements submitted to the Board for issue are certified in advance:
| No | X | |
|---|---|---|
Identify, if applicable, the person(s) who certified the individual and consolidated financial statements of the company for issue by the Board:
| Name | Position | |
|---|---|---|
| Observations |
C.1.28 Explain the mechanisms, if any, established by the Board of Directors to ensure that the financial statements it presents to the General Shareholders' Meeting are prepared in accordance with accounting regulations.
Article 13 of the Regulations of the Board of Directors allocates the following powers to the Audit Committee, among others: (i) to supervise the preparation and presentation process for the mandatory financial information and present recommendations or proposals to the management decision-making body aimed at safeguarding its integrity; (ii) to review the Company's accounts, monitoring compliance with legal requirements and the proper application of generally accepted accounting principles; (iii) to know the financial reporting process and the Company's internal control systems, verifying their suitability and integrity and reviewing the appointment or replacement of the people responsible for them; (iv) to supervise the preparation process, integrity and presentation of the financial information regarding the Company and, if applicable, the group, monitoring compliance with regulatory requirements, the appropriate definition of the consolidation perimeter and the proper application of accounting standards; and (v) to review the financial information that the Board of Directors is regularly required to disclose to the markets and to their supervisory bodies.
For its part, article 40.3 of the Regulations of the Board of Directors establishes that the Board of Directors will endeavour to ensure that the final accounts are formulated such that the auditor makes no qualifications. In exceptional circumstances where the statutory auditor has included a qualification in its report, both the chair of the Audit Committee and the external auditors will clearly explain to the shareholders the content of the reservations and qualifications. In particular, the chair of the Audit Committee will clearly explain at the General Meeting the Audit Committee's opinion regarding their content and scope, making a summary of that opinion available to the shareholders at the time of pbulication of the call to meeting, together with the other proposals and reports of the Board. However, when the Board believe that it should maintain its position, it will publicly explain the content and scope of the discrepancy.
C.1.29 Is the secretary of the Board also a director?

If the secretary is not a director, complete the following table:
| Name or company name of the secretary | Representative |
|---|---|
| Mr Daniel Ripley Soria |
| Observations |
|---|
C.1.30 Indicate the specific mechanisms established by the company to safeguard the independence of the external auditors, and any mechanisms to safeguard the independence of financial analysts, investment banks and rating agencies, including how legal provisions have been implemented in practice.
In accordance with articles 13.2 and 40.1 of the Regulations of the Board of Directors, it is for the Audit Committee to propose to the Board of Directors, for submission to the shareholders at the General Shareholders' Meeting, the appointment (stating the contractual conditions and scope of the professional mandate), renewal and removal of the auditor, and to supervise the performance of the audit agreement, as well as to regularly gather information from the auditor on the audit plan and its implementation, in addition to maintaining its independence in the performance of its duties.
The Audit Committee is responsible for relations with the Company's external auditors, receiving information on issues that could place their independence at risk to be examined by the Committee, and any other information related to the process of auditing the accounts, and, when appropriate, approving non-prohibited services. In particular, the Audit Committee will be required to ensure that the Company and the auditor comply with applicable law regarding the provision of non-audit services, the limits on concentration of the auditor's business and, in general, the other regulations established to ensure the independence of auditors.
In addition and in any event, the Audit Committee must receive an annual declaration of independence from the external auditors in relation to the entity or entities directly or indirectly related thereto, as well as detailed and individualised information on any kind of additional services provided and the corresponding fees received from those entities by the external auditor or by the persons or entities linked thereto in accordance with the regulations governing statutory audit.
The Audit Committee must also issue an annual report, prior to the issuance of the statutory audit report, in which it will express an opinion on whether the independence of the statutory auditors or audit companies has been compromised. This report must always include a reasoned assessment of the provision of each and every one of the additional services referred to in section 529 quaterdecies.4.(e) of the Spanish Companies Act, both individually and as a whole, other than legal audit services and in relation to the independence regime or the regulations governing statutory audit.
As is clear from the foregoing, the Audit Committee pays special attention to the relationship with auditors. It holds regular meetings with the external auditor to obtain a detailed understanding of the progress and quality of its work, evaluating the provisional audit results to ensure compliance with the Regulations of the Board of Directors and applicable law, and hence the independence of the auditor.
C.1.31 Indicate whether the company changed its external auditor during the year. If so, identify the incoming and outgoing auditors:
| Yes | No X |
||
|---|---|---|---|
| Outgoing auditor | Incoming auditor | ||
| Observations | |||
| If there were any disagreements with the outgoing auditor, explain their content: | |||
| Yes | No | ||
| Explanation of disagreements |
C.1.32 Indicate whether the audit firm performs any non-audit work for the company and/or its group and, if so, state the amount of fees it received for such work and express this amount as a percentage of the total fees invoiced to the company and/or its group for audit work:
| Yes X No |
|
|---|---|
| ---------------- | -- |
| Company | Group companies | Total | |
|---|---|---|---|
| Amount invoiced for non-audit services (thousands of euros) |
81 | 0 | 81 |
| Amount invoiced for non-audit work/Amount for audit work (in %) |
28% | 0% | 11% |
| Observations |
|---|
C.1.33 Indicate whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, indicate the reasons given to shareholders at the general meeting by the chairman of the audit committee to explain the content and extent of the qualified opinion or reservations.

Explanation of the reasons and direct link to the document made available to the shareholders at the time that the general meeting was called in relation to this matter
C.1.34 Indicate the number of consecutive years for which the current audit firm has been auditing the company's individual and/or consolidated financial statements. Also, indicate the number of years audited by the current audit firm as a percentage of the total number of years in which the financial statements have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of consecutive years | 4 | 4 |
| Individual | Consolidated | |
|---|---|---|
| Number of years audited by the current audit firm/number of years in which the company has been audited (in %) |
12.12% | 12.12% |
| Observations |
|---|
C.1.35 Indicate whether there is a procedure for directors to be sure of having the information necessary to prepare the meetings of the governing bodies with sufficient time; provide details if applicable:
| Yes | X | No | |
|---|---|---|---|
Pursuant to article 15 of the Regulations of the Board of Directors:
Moreover, in accordance with article 23 of the Regulations of the Board of Directors:
Yes X No
Explain the rules
In accordance with article 21.2.(d) of the Regulations of the Board of Directors, the directors must offer their position to the Board of Directors and proceed to resign, if the Board deems it appropriate, when their membership of the Board could place at risk or harm the Company's interests, credit or reputation, or when the reasons for their appointment no longer exist (for example, when a proprietary director disposes of their holding in the Company).
C.1.37 Indicate whether, apart from such special circumstances as may have arisen and been duly minuted, the Board of Directors has been notified or has otherwise become aware of any situation affecting a director, whether or not related to his or her actions in the company itself, that might harm the company's standing and reputation:
| Yes | No | X | |
|---|---|---|---|
| Director's name | Nature of the situation | Observations |
|---|---|---|
Indicate whether the Board of Directors has examined the case. If so, explain with reasons whether, given the specific circumstances, it has adopted any measure, such as opening an internal enquiry, requesting the director's resignation or proposing his or her dismissal.
Indicate also whether the Board decision was backed up by a report from the nomination committee.
| Yes | No | ||
|---|---|---|---|
| Decision / action taken | Reasoned explanation | ||
| Number of beneficiaries | 1 | |
|---|---|---|
| Type of beneficiary | Description of the agreement | |
| Executive Director | The CEO's services agreement establishes that Mr Gallardo Piqué will be entitled to gross severance pay equivalent to 100% of his fixed annual remuneration provided that: (i) the agreement is terminated at the end of any of the successive annual extensions to the initial effective period of two years; (ii) the agreement is terminated by mutual consent or unilaterally by the Company, provided that such termination occurs as from the third effective year of the agreement; or (iii) the agreement is terminated unilaterally by the CEO, but only if that termination is the result of (a) the Company's serious and wilful breach of the obligations included in the relevant agreement, or (b) the change of control of the Company, assignment or disposal of all or a significant part of its business or assets and liabilities to a third party, or its becoming part of another business group. On an exceptional basis, the CEO will not be entitled to the aforementioned severance pay in cases (i) and (ii) where Mr Gallardo Piqué retains his position as Chair of the Board. Nor will the CEO be entitled to receive the aforementioned severance pay due to termination by mutual consent or unilaterally by the Company when such termination is due to the CEO's serious breach of his legal or bylaw-mandated duties and obligations, of the internal rules of the Company or of the Almirall Group, of instructions issued by the Board of Directors, or of the obligations established in his services agreement. In addition, the CEO is the beneficiary of the long-term incentive "Performance Shares Plan". This plan includes an acceleration clause in the event of a change of control of the Company pursuant to which all of the Initial Performance Shares awarded to the CEO will automatically vest as Final Performance Shares on a pro rata basis in proportion to the number of days of the accrual period that have passed until the change of control date. For these purposes, the targets set for the applicable Accrual Period have an achievement level set at 100%. It is also provided that in the event of approval of a takeover bid for the shares of Almirall with an acceptance period ending during the lock-up period for the shares obtained under the Performance Shares Plan, the CEO may accept the bid in respect of |
|
| part or all of his shares. |
Indicate whether, beyond the cases established by legislation, these agreements have to be communicated and/or authorised by the governing bodies of the company or its group. If so, specify the procedures, the cases concerned and the nature of the bodies responsible for their approval or communication:
| Board of directors | General shareholders' | |
|---|---|---|
| Body authorising the clauses | X | X |
| YES | NO | |
|---|---|---|
| Are these clauses notified to the General Shareholders' Meeting? | X | |
The long-term incentive "Performance Shares Plan" referred to above was approved by both the Board of Directors, upon a proposal from the Appointments and Remuneration Committee, and the shareholders, at the General Shareholders' Meeting on 10 May 2024.
Additionally, the information regarding these clauses, included in the Chair and CEO's contract, is included in the Annual Director Remuneration Report for financial year 2024 that will be submitted for a consultative vote at the next General Shareholders' Meeting as a separate item on the agenda.
C.2.1 Provide details of all committees of the Board of Directors, their members, and the proportion of executive, proprietary, independent and other external directors forming them:
| Name | Position | Current |
|---|---|---|
| % of executive directors | |
|---|---|
| % of proprietary directors | |
| % of independent directors | |
| % of other external directors |
| Observations |
|---|
Explain the functions delegated or assigned to this committee, other than those that have already been described in Section C.1.9, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
| Name | Position | Current |
|---|---|---|
| Ms Eva Abans Iglesias | Chair | Independent |
| Ms Karin Dorrepaal | Member | Independent |
| Mr Antonio Gallardo Torrededía | Member | Proprietary External |
| Mr Enrique de Leyva Pérez | Member | Independent |
| Mr Daniel Ripley Soria | Secretary (non-member) | - |
| % of proprietary directors | 25 |
|---|---|
| % of independent directors | 75 |
| % of other external directors |
Ms Eva Abans was appointed a member of the Audit Committee on 10 May 2024, as well as being appointed to replace Mr Enrique de Leyva Pérez as chair. Mr de Leyva Pérez ceased to hold the position of chair pursuant to section 529 quaterdecies of the Spanish Companies Act.
Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
The Audit Committee is made up of a minimum of three (3) directors, all non-executive, the majority of whom must be independent directors. The Committee members, and particularly its Chair, are appointed taking into account their knowledge and experience in accounting, audit and financial and non-financial risk management.
The Committee members are appointed by the Board of Directors. As a whole, the Committee members have the appropriate technical knowledge in relation to the Company's sector of activity.
The Chair of the Audit Committee is chosen from among the independent directors and must be replaced each four years; they may be re-elected after the expiry of a period of one (1) year following their removal from the position.
The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.
The Audit Committee ordinarily meets on a quarterly basis to review the financial information that must periodically be submitted to the stock exchange authorities, as well as the information that the Board of Directors is required to approve or include as part of its annual public documentation. It will also meet at the request of any of its members and whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties.
The Audit Committee must report on its activity and explain the work it has carried out at the first full Board meeting held following an Audit Committee meeting. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members.
To more effectively discharge its duties, the Audit Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.
Without prejudice to its other duties under the Regulations of the Board of Directors, the By-Laws and the Spanish Companies Act, the Audit Committee performs the following basic duties, among others:
(iii) related party transactions.
Establishing the relevant relationships with the external auditor to receive information on issues that could threaten its independence, so that they can be examined by the Committee, and any other issues related to the statutory audit implementation process and, where appropriate, the approval of non-prohibited services, on the terms established in articles 5(4) and 6.2.(b) of Regulation (EU) no. 537/2014 of 16 April and section 3 of chapter IV of Law 22/2015 of 20 July on Statutory Audit, on the independence regime, as well as such other communications as are provided for in statutory audit legislation and other audit regulations. In any event, the Committee must receive an annual declaration of independence from the external auditors in relation to the entity or entities directly or indirectly related thereto, as well as detailed and individualised information on any kind of additional services provided and the corresponding fees received from those entities by the external auditor or by the persons or entities linked thereto in accordance with the regulations governing statutory audit.
Regularly receiving information from the external auditor on the audit plan and the results of its implementation, and verifying that senior management is taking its recommendations into account.
Endeavouring to ensure the independence of the unit that assumes the internal audit function; proposing the selection, appointment and removal of the head of the internal audit service; proposing the budget for that service; approving or proposing to the Board the approval of the internal audit priorities and annual work plan, thus ensuring that its activity mainly focuses on significant risks (including reputational risks); receiving regular information on its activities; and verifying that senior management is taking into account the conclusions and recommendations of its reports.
In general, endeavouring to ensure that the internal control policies and systems are effectively applied in practice.
Regularly assessing and reviewing the Company's corporate governance system and environmental and social policy to ensure that they fulfil their purpose of promoting the social interest and take into account the legitimate interests of the various stakeholders, as appropriate.
Monitoring the Company's environmental and social practices to ensure they are aligned with the established strategy and policy.
During 2024, among other matters, the Committee reviewed the financial information that the Company is required to make public on a regular basis owing to its listed status. The Committee also examined issues relating to the Company's sources of financing, related party transactions, corporate governance, risk and the internal audit function.
Identify the directors who are members of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date on which the Chairperson of this committee was appointed.
| Names of directors with experience | Date of appointment of the chairperson | |
|---|---|---|
| Mr Enrique de Leyva Pérez | Acted as Chair of the Audit Committee from his appointment on 21-02-20. Having completed his four-year term of office, he was replaced by Ms Eva Abans Iglesias pursuant to section 529 quaterdecies of the Spanish Companies Act. |
|
| Ms Eva Abans Iglesias | Appointed Chair of the Audit Committee on 10-05- 24. |
Observations
| Name | Position | Current |
|---|---|---|
| Ms Eva-Lotta Allan | Chair | Independent |
| Mr Ugo Di Francesco | Member | Independent |
| Mr Ruud Dobber | Member | Independent |
| Mr Daniel Ripley Soria | Secretary (non-member) | - |
| % of proprietary directors | |
|---|---|
| % of independent directors | 100 |
| % of other external directors |
Sir Tom McKillop was a member of the Appointments and Remuneration Committee until 10 May 2024, on which date his resignation as a director and member of the committee became effective. Mr Ugo Di Francesco was appointed as a member of the Appointments and Remuneration Committee on 10 May 2024.
Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
The Appointments and Remuneration Committee is made up of three directors, one of whom is external and two of whom are independent. The members of the Appointments and Remuneration Committee are appointed taking into account their knowledge, abilities and experience, as well as the Committee's tasks.
The Chair of the Appointments and Remuneration Committee is an independent director chosen from among those external directors.
The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.
The Appointments and Remuneration Committee ordinarily meets on a quarterly basis. It will also meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties.
The Committee must report on its activity and explain the work it has carried out at the first full Board meeting held following a Committee meeting. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members.
The Committee must consult the Chair and the Company's lead executive, particularly concerning matters relating to executive directors and senior managers.
To more effectively discharge its duties, the Appointments and Remuneration Committee may obtain advice from external experts, when it deems it necessary in order to properly comply with those duties.
Without prejudice to the other duties that the Board of Directors might allocate to it, the Appointments and Remuneration Committee has the following basic responsibilities:
During financial year 2024, among other matters, the Committee debated and approved reports assessing the Chair of the Board and the CEO and the operation of the Appointments and Remuneration Committee, to be submitted to the Company's Board of Directors for the corresponding purposes.
The Committee also discussed and favourably reported on or proposed, as applicable, the approval of a new remuneration policy for the members of the board of directors, the appointment of two new independent directors, the allocation of remuneration among the members of the board of directors, the new long-term incentive "Performance Shares Plan" and various aspects related to the cultural transformation of the Company.
| Name | Position | Current |
|---|---|---|
| % of proprietary directors | |
|---|---|
| % of independent directors | |
| % of other external directors |
Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
| Name | Position | Current |
|---|---|---|
| % of proprietary directors | ||
| % of independent directors | ||
| % of other external directors | ||
Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
| Name | Position | Current |
|---|---|---|
| Dr Seth J. Orlow | Chair | Independent |
| Mr Carlos Gallardo Piqué | Member | Executive |
| Ms Alexandra B. Kimball | Member | Independent |
| Ms Mercedes Diz López | Secretary (non-member) | - |
| % of executive directors | 33.33 |
|---|---|
| % of proprietary directors | 0 |
| % of independent directors | 66.66 |
| % of other external directors |
Observations
Explain the functions assigned to this committee and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
The Dermatology Committee, created in 2016, is currently made up of three directors (Dr Orlow, Mr Gallardo Piqué and Ms Kimball), appointed taking into account their knowledge, abilities and experience in the area, as well as the Committee's tasks.
The Dermatology Committee has the purpose of reviewing, debating and promoting the dermatology strategy, activities relating to the implementation of that strategy and key dermatology projects, in terms of research and development as well as business development, to propose the discussion and approval, if applicable, of these projects at Board level.
The Dermatology Committee will be made up of a minimum of three directors who will be appointed by the Board of Directors, without prejudice to the attendance of directors or senior managers upon an express resolution of the Committee members. The members of the Dermatology Committee will be appointed taking into account their knowledge, abilities and experience, as well as the Committee's tasks. The Chair will be appointed and removed by the Board of Directors from among the Committee members. The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.
The Dermatology Committee ordinarily meets on a quarterly basis. It is also required to meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members. The Board of Directors deliberates on the proposals and reports that the Committee submits to it.
To more effectively discharge its duties, the Dermatology Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.
It is stated for the record that the Dermatology Committee does not have the status of a supervisory and control committee.
Its key activities during financial year 2024 concerned the update on the clinical development of a product, the presentation of a new M&A opportunity in medical dermatology and the update of business development.
| Name | Position | Current |
|---|---|---|
| Mr Enrique de Leyva Pérez | Chair | Independent |
| Ms Eva-Lotta Allan | Member | Independent |
| Mr Ruud Dobber | Member | Independent |
| Mr Daniel Ripley Soria | Secretary (non/member) | - |
| % of executive directors | 0 |
|---|---|
| % of proprietary directors | 0 |
| % of independent directors | 100 |
| % of other external directors | 0 |
Sir Tom McKillop was a member of the Governance Committee until 10 May 24, which was the date on which his resignation as a director and a member of the committee became effective. Mr Ruud Dobber was appointed as a member of the Appointments and Remuneration Committee on 10 May 2024.
Explain the functions assigned to this committee and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.
The Governance Committee, created on 17 February 2023, is currently made up of three directors (Mr Enrique Leyva, Ms Eva-Lotta and Mr Ruud Dobber), appointed taking into account their knowledge, abilities and experience in the area, as well as the Committee's tasks.
The Governance Committee has the purpose of advising the Coordinating Independent Director and supporting them in their duties, and it has the following basic responsibilities:
The Governance Committee ordinarily meets on a quarterly basis. It must also meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members. The Board of Directors deliberates on the proposals and reports that the Committee submits to it.
To more effectively discharge its duties, the Governance Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.
It is stated for the record that the Governance Committee does not have the status of a supervisory and control committee.
The Governance Committee's key activities during financial year 2024 concerned the performance of the Board of Directors in relation to the concurrent performance of the duties of the CEO/Chair and the procedure involving interviews with proxy advisors regarding corporate governance.
| Number of female directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| Executive committee | ||||||||
| Audit committee | 2 | 50 | 1 | 33.33 | 1 | 33.33 | 1 | 33.33 |
| Nomination and Remuneration committee |
1 | 33.33 | 1 | 33.33 | 1 | 33.33 | 2 | 50 |
| Nomination committee | ||||||||
| Remuneration committee |
||||||||
| Dermatology committee |
1 | 33.33 | 1 | 33.33 | 1 | 33.33 | 1 | 20 |
| Governance committee | 1 | 33.33 | 1 | 33.33 | - | - | - | - |
C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:
C.2.3 Indicate, where applicable, the existence of any regulations governing Board committees, where these regulations are to be found, and any amendments made to them during the year. Also indicate whether any annual reports on the activities of each committee have been voluntarily prepared.
The Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee and the Governance Committee are regulated in the Regulations of the Board of Directors (articles 13, 14, 14bis, 14ter and related provisions), which are available on the Company's corporate website in the "Board of Directors" tab of the "Corporate Governance" section.
The Audit Committee and the Appointments and Remuneration Committee prepare their respective annual activity reports each year. The Company publishes these reports upon the call to the Annual General Shareholders' Meeting.
No changes to the regulations governing the Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee or the Governance Committee were approved during financial year 2024 other than as stated above.
D.1 Explain, where appropriate, the procedure and competent bodies relating to the approval of transactions with related and intragroup parties, indicating the criteria and general internal rules of the entity that regulate the abstention obligations of the affected director or shareholders. Detail the internal information and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.
Pursuant to article 13 of the Regulations of the Board of Directors, it is for the Audit Committee to supervise regulatory compliance in terms of related party transactions. In particular, the Audit Committee is to ensure that the information on these transactions is disclosed to the market in compliance with applicable law.
Chapter VII Bis of Title XIV of the Spanish Companies Act establishes that the shareholders have the power at a general shareholders' meeting to approve related party transactions (as defined in section 529 vicies of the Spanish Companies Act) whose amount or value is equal to or greater than 10% of the total assets according to the company's most recently approved balance sheet. When the shareholders are invited to decide on a related party transaction at a general meeting, the affected shareholder will not have the right to vote, except in cases where the proposed resolution has been approved by the board of directors without a dissenting vote from the majority of independent directors.
The power to approve other related party transactions will be for the board of directors, which may not delegate it. The affected director, their representative or the person who is related to the affected shareholder must refrain from participating in the deliberation and vote on the relevant resolution.
The approval of a related party transaction by the shareholders at the General Shareholders' Meeting or by the Board of Directors will be subject to a prior favourable report from the Audit Committee. The Committee's report must evaluate whether the transaction is fair and reasonable from the Company's perspective and, if applicable, the perspective of the shareholders other than the related party, and it must report on the assumptions used as a basis for the evaluation and the methods used. The affected directors may not participate in the preparation of the report.
The Board may delegate the approval of the following related party transactions: (i) transactions between companies forming part of the same group as the Company that are carried out in the ordinary course of business and on arm's-length terms; and (ii) transactions entered into under contracts with standard terms that are applied to a high number of customers, which are executed at prices or rates established on a general basis by the supplier of the relevant good or service, and whose amount does not exceed 0.5% of the Company's net turnover.
D.2 Give individual details of operations that are significant due to their amount or of importance due to their subject matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or who are represented on the board of directors of the company, indicating which has been the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:
| Name or company name of the shareholder of any of its subsidiaries |
% shareholding |
Name or company name of the company or entity within its group |
Nature of the relationship |
Type of operation and other information required for its evaluation |
Amount (thousan d of euros) |
Approving body |
Identity of the significant shareholder or director who has abstained |
The proposal to the board, if applicable, has been approved by the board without a vote against the majority of independents |
|---|---|---|---|---|---|---|---|---|
| Grupo Corporativo Landon, S.L. |
15.7 | Almirall, S.A | Others | 49 | ||||
| Sinkasen, S.L.U. |
- | Almirall, S.A | Leases | 3,293 | ||||
| Sinkasen, S.L.U. |
- | Almirall, S.A | Reinvoicing of works |
129 |
The related party transaction consists of the lease to Sinkasen, S.L.U. of Almirall's central offices (located at Ronda General Mitre, 151, Barcelona), which were initially leased to Grupo Corporativo Landon S.L. On 1 July 2022, ownership of the building was transferred to Sinkasen, S.L.U. (whose sole shareholder is Grupo Corporativo Landon, S.L), who became the owner of the leased plot.
D.3 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with the administrators or managers of the company, including those operations carried out with entities that the administrator or manager controls or controls jointly, indicating the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:
| Name or company name of the administrators or managers or their controlled or jointly controlled entities conjunto |
Name or company name of the company or entity within its group |
Relation ship |
Nature of the operation and other information necessary for its evaluation |
Amount (thousan ds of euros) |
Approvin g body |
Identity of the shareholde r or director who has abstained |
The proposal to the board, if applicable, has been approved by the board without a vote against the majority of independents |
|---|---|---|---|---|---|---|---|
| Observations | |
|---|---|
D.4 Report individually on intra-group transactions that are significant due to their amount or relevant due to their subject matter that have been undertaken by the company with its parent company or with other entities belonging to the parent's group, including subsidiaries of the listed company, except where no other related party of the listed company has interests in these subsidiaries or that they are fully owned, directly or indirectly, by the listed company.
In any case, report any intragroup transaction conducted with entities established in countries or territories considered as tax havens:
| Company name of the entity within the group |
Brief description of the operation and other information necessary for its evaluation |
Amount (thousands of euros) |
|---|---|---|
| Observations | |
|---|---|
D.5 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties pursuant to the international accounting standards adopted by the EU, which have not been reported in previous sections.
| Company name of the related party | Brief description of the operation and other information necessary for its evaluation |
Amount (thousands of euros) |
|---|---|---|
| Observations | |
|---|---|
D.6 Give details of the mechanisms in place to detect, determine and resolve potential conflicts of interest between the company and/or its group and its directors, senior management, significant shareholders or other associated parties.
According to article 29 of the Regulations of the Board of Directors, the directors must observe and comply at all times with the provisions regarding conflict of interest established in sections 229 and related provisions of the Spanish Companies Act. In addition, the directors are to refrain from engaging in activities on their own behalf or on behalf of a third party that entail potential or actual competition with the Company or otherwise place them in a situation of ongoing conflict with the Company's interests.
Additionally, pursuant to article 9 of the Company's Internal Rules of Conduct in Securities Markets, affected persons (as defined in article 2 of these rules) subject to conflicts of interest must observe the following general principles of conduct:
The CFO must be consulted regarding any doubts over potential conflicts of interest, and the final decision will be for the Audit Committee. For its part, the Appointments and Remuneration Committee must report on transactions that entail or might entail conflicts of interest.
A conflict of interest will be deemed to exist when an affected person is in any of the following circumstances with respect to the entities to which this article refers:
| Yes X No |
|---|
| As stated in previous sections, Grupo Plafín, S.A.U. and Grupo Corporativo Landon, S.L. hold approximately 60.250% of the share capital of Almirall, S.A. |
| Please refer to section D.2 above with respect to significant transactions in terms of quantity or subject-matter between the company or its subsidiaries and shareholders with voting rights of 10% or more, or who are represented on the company's board of directors. |
| Indicate whether the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries have been defined publicly and precisely: |
| Yes X No |
| Report covering the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported |
| The significant transactions in terms of quantity or subject-matter between the company or its subsidiaries and shareholders with voting rights of 10% or more, or who are represented on the company's board of directors, are described in section D.2 above. |
| The Company also reports on its transactions with its significant shareholders and their related parties in the half-yearly financial information. Moreover, in accordance with Recommendation 6 of the Good Governance Code for Listed Companies, |
Report covering the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported
the Company publishes the Audit Committee's report on related party transactions on its corporate website sufficiently in advance of the General Shareholders' Meeting.
Additionally, the relationships between both of them and Almirall's area of activity (pharmaceutical) are public and wellknown, and recorded in full in the information provided to the Spanish National Securities Market Commission (CNMV) and, for example, on the website of Grupo Corporativo Landon (https://gallardofamilygroup.com/es/empresas-fundacion/), which also reflects that group's area or areas of activity (family office focused on the preservation of the family assets).
Identify the mechanisms in place to resolve potential conflicts of interest between the parent of the listed company and the other group companies:
Please refer to section D.6 above.
The Risk Management System is based on a consolidation of the analysis and assessment of events, risks, controls and mitigation plans implemented by the business and business support units that make up the different areas of the Company. There is also a Tax Committee to monitor, manage and minimise tax risks.
All of the risks that could materially impact the achievement of the Company's targets are assessed. Strategic, operational, financial, tax, technological, sustainability, regulatory, reputational and reporting risks caused by both external and internal factors are therefore taken into account.
Senior management is responsible for developing and implementing the Risk Management System. The Corporate Governance Committee, which is functionally related to the Audit Committee and to the Chair, is responsible for the supervisory and control function, insofar as this function directly concerns a fundamental responsibility of the Board of Directors.
The main risks that could affect the achievement of the business targets are as follows:
The Company operates in a sector that is characterised by very high levels of uncertainty regarding the outcome of R&D investments, in a highly competitive market in the therapeutic areas on which it is focused, which is heavily dependent on health authority decisions for both product approvals and the determination of commercialisation conditions, highly exposed to the entry of generic products and in an industry that is heavily regulated in relation to pharmacovigilance, quality, environment and codes of good practice in promotional activities. These factors entail a range of risks that are addressed from a conservative position, with highly selective allocation of resources and very rigorous and effective processes and controls in the implementation of operations.
The Company's managers identify and assess the various risks based on an analysis of the potential events that could cause them to materialise. The assessment is carried out using metrics that measure the likelihood of occurrence and the impact (the definition of which varies depending on the class of risk) on the business targets. Both inherent and residual risk are measured, for which reason the controls in place to mitigate risk are also determined, as well as the additional action plans that are required if those controls are deemed insufficient. A person is designated as having responsibility for the management and implementation of each of them.
This process is conducted twice a year, once exhaustively and on another occasion to update the most significant changes. It is coordinated by Internal Audit and produces the Company's risk map. This map shows the most significant risks, which are presented to the Corporate Governance Committee and to the Management Committee at a joint meeting, together with the main changes compared to the previous financial year, for discussion and approval. This presentation is also debated and reviewed by the Audit Committee, which in turn submits it to the Board of Directors for confirmation. It should also be noted that this Committee is updated on an alternative quarterly basis by the members of the Management Committee regarding the risks for which it is responsible.
The re-assessment of business plans for commercialised products has resulted in changes to the valuation of two of the products acquired from Allergan for the US subsidiary: Cordran Tape and Seysara.
In the case of Cordran Tape, there has been an impairment owing to the gradual fall in its sales over recent financial years, added to a temporary shortage in the market from a change in the product manufacturer.
The initiatives to turn this situation around are focused on improving commercial efforts for this product.
With respect to Seysara, the revenue level has been improved and agreements have also been signed with licensees for its distribution in new countries. As a result, part of the impairments from previous financial years have been reversed.
The initiatives that are being implemented are making it possible to maintain the percentage turnover of talent identified as a target. However, there is a constant external threat and this requires continuous monitoring and improvement.
These initiatives cover various aspects, including improvement to the model and process for the selection and subsequent integration of the workforce contracted by the Company, talent and succession planning review, implementation of a sound ESG programme, simplification of the organisational structure, and so on. Additionally, the Culture Shift project that was started in mid-2022 also includes a series of significant initiatives that are also focused on strengthening the attraction and retention of talent.
In addition to the statements in the preceding section, the following response plans should be noted for the other main risks:
The mitigation of this risk requires ongoing interaction with the healthcare authorities to show, among other things, the importance for the country's healthcare system of the commercialisation of our products in terms of added value and savings on spending.
Supply risk assessments are being conducted for materials with mid-range impact criticality in terms of gross margin, since the most important risks have already been analysed and are being monitored via the supply risk mitigation plan.
In addition, a materials assessment tool and another supplier assessment tool are being developed in order to dynamically identify high-risk situations in both cases.
Increased hedging of contracts with key suppliers and a search for dual sources of supply for critical materials are other ongoing mitigation measures.
Reducing the carbon footprint in value chain emissions (upstream / downstream – Scope 3) has been one of the priorities of the sustainable procurement programme since its first calculation in 2022.
For this reason, Almirall implemented the Net Zero project, which has developed with respect to Scope 3 into a Supplier Engagement Programme with those suppliers that represent a high impact on our carbon footprint. The programme has the following aims:
Identify the primary data for greenhouse gas emissions by our suppliers to calculate their impact on our Scope 3 and be able to measure progress.
Communicate our decarbonisation ambition in Scope 3 (28% reduction of absolute value of tonnes of CO2 by 2030 compared to the base year of 2019 and "net zero" by 2050) and ensure that our suppliers are aligned with us in these targets.
Train suppliers with lower levels of maturity in greenhouse gas emission management, for which purpose specific materials have been developed and are made available online.
Identify specific opportunities for improvement and positive impact on Almirall's footprint.
Work has been done during 2024 to define an optimal level of "carbon performance" (management and discharge of greenhouse gas emissions) for the suppliers forming part of Scope 3, categories 1 and 2, with special priority given to those with a greater weight within that scope.
This is a growing risk for all companies and there is a greater likelihood of materialisation for listed companies, such as Almirall. To respond to this situation, the Company is continuing to intensify initiatives focused on improving data security, detection capacity and system and application recovery testing.
Risk assessments are carried out by means of a combination of degree of maturity of controls (NIST) and data obtained from key risk indicators. During FY2024, protection, detection and response capabilities have been successful against intrusion attempts, preventing any impact on the business.
Construction of the R&D pipeline with internal and external innovation has been ongoing in 2024. Six potential projects have been fully assessed and a further six are in the pipeline, between phase II and registration. Moreover, work is ongoing to secure licences for pre-clinical or phase I projects and several are progressing through the discovery phase.
Report on at least the following, describing their principal features:
The Regulations of the Board of Directors formally establish responsibility for the adequate and effective existence and maintenance of the internal control over financial reporting system (ICFRS), as well as the regular monitoring of the internal control and reporting systems.
Almirall's Corporate Finance Division assumes responsibility for the ICFRS being implemented with an adequate design and effective operation.
In terms of responsibility for supervising the ICFRS, the Regulations of the Board of Directors incorporate the basic duties of the Audit Committee, which notably include the duty of supervising the preparation and integrity of the financial information, checking regulatory compliance, proper definition of the consolidation perimeter, proper application of accounting standards, and internal audit systems, as well as supervising the risk control and management policy.
The Management Committee (the body on which Almirall's major organisational areas are represented) is responsible for designing and reviewing Almirall's organisational structure. It defines the Company's general lines of strategy and hence the structure required so that this strategy can be implemented, as well as the procedure for its design, review and update.
Almirall has an internal organisational chart to the level of the CEO, which is available to all its employees via the human resources management programme and covers all areas, locations and employees. It is divided into area and department (including departments involved in preparing, analysing and monitoring the financial information) and describes the reporting lines for all Almirall employees.
In terms of the preparation of the financial information, in addition to detailed organisational
charts, there are instructions issued by the Consolidation and Reporting Department (which reports to the Corporate Finance Division), which establishes the guidelines, responsibilities and specific periods for each closing, as well as formal closing procedures that identify those responsible for the main corporate and subsidiary-level tasks.
There are descriptions of defined job positions for the key roles in relation to Almirall's internal control.
The Code of Ethics sets out the Purpose of Almirall, comprising values and corporate culture, which inspire its daily activities, its ethical, social and environmental commitment, its business and activities, compliance with applicable law, regulations and codes, and the corporate governance and compliance system. It also includes an express reference to the commitment to provide accurate, complete and unbiased financial information to the shareholders, regulators, and markets in general.
Almirall has a secure and confidential whistleblowing channel that is internally named "SpeakUp!" so that all employees and external partners can report any issues or concerns. It offers a safe and confidential way of reporting potential bribery, corruption, fraud, abuse and other conduct not aligned with the Code of Ethics.
The whistleblowing channel facilitates the anonymous and confidential disclosure of reports via a third party, which are handled and analysed by the people & culture and global compliance & privacy teams.
None of the 19 cases investigated in 2024 concerned reports of human rights violations. In addition, during 2024 Almirall received no reports of human rights violations in relation to the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises affecting workers in their value chain. None of the cases was related to bribery and corruption, human rights violations, forced or compulsory labour, or child labour.
Almirall maintains a commitment to the development of its employees. As a result and to ensure the commitment is met, it has a training policy as part of its human resources corporate policy, the main purpose of which is to provide all employees with the training required to enable them to develop their skills, and thereby to ensure that they contribute to the improvement of results and to the efficient management of the Company's resources.
Almirall's hiring practices include an analysis of whether the new employee is qualified to perform the duties of the position for which they are being selected. The decision to hire them is hence based on education, previous experience and skills developed in the past.
The heads of each department identify the training needs of Almirall's current employees, covering technical areas and personal skills. This procedure makes it possible to design an annual training plan by department, which must include information on the topic, type, targets, applicable employees and estimated cost of the training. The budget associated with the annual training plan is initially approved by the area head, or by the CEO in the case of subsidiary companies, and finally by the Management Committee.
Almirall has a tool for recording the training sessions to be held, which means that they can be approved and subsequently monitored to establish compliance with the established plan.
In particular, for the staff involved in the preparation and review of the financial information, Almirall provided its employees with training on the following topics during financial year 2024:
• Information systems and other topics related to the preparation of the financial information.
The training received by employees on the above-mentioned topics during 2024 is summarised as follows:
| Employees receiving training | 277 |
|---|---|
| Number of courses/sessions | 40 |
| Total training hours | 1,121 |
Report on at least the following:
Almirall's process to identify risks of error or fraud in the financial information is described and it establishes persons responsible, frequency, methodology, risk classifications and other basic procedural guidelines through risk and control matrices designed for the processes with a significant impact on the preparation of the financial information, which cover all of the financial reporting objectives (existence and occurrence, integrity, assessment, presentation, breakdown and comparability, and rights and obligations). This risk identification process is carried out and documented by Almirall's Corporate Finance Division and supervised by the Audit Committee, with the support of Internal Audit.
The process is structured so that there is an annual analysis to identify which areas or processes and at which companies and locations significant transactions arise. Once identified, these transactions are reviewed to analyse the potential risks of error for those classes of transactions in each financial reporting objective.
In any event, if the following become apparent during the financial year: (i) circumstances not previously identified that show potential errors in the financial reporting; (ii) substantial changes in Almirall's operations; or (iii) changes to Almirall's consolidation perimeter, the Corporate Finance Division will assess the existence of those risks that need to be added to the risks already identified.
The Corporate Tax Department, which reports to the Corporate Finance Division, updates the corporate structure in which the accounting and tax consolidation perimeter are defined on an annual basis, with changes notified to all Group companies.
A company record is also kept constantly up-to-date, reflecting all of the direct or indirect shareholdings of the Almirall Group.
Almirall has a risk management model that is managed by the Company's senior management with responsibility for identifying, classifying, evaluating and monitoring risks, taking into account the following risk categories: operational, strategic, compliance and reporting. The identified risks are evaluated based on likelihood of occurrence and impact on the business, taking into account the effects of other classes of risk (operational, technological, financial, legal, reputational, environmental, etc.) to the extent that they affect the financial statements.
As stated in the Regulations of the Board of Directors, it is for the Audit Committee to regularly review the internal control and risk management systems so that the key risks are properly identified, managed and reported.
Report on whether the company has at least the following, describing their main characteristics:
F.3.1. Review and authorisation procedures for financial information and a description of the ICFR, to be disclosed to the securities markets, indicating those responsible, as well as documentation describing the flow of activity and controls (including those relating to the risk of fraud) of the various types of transactions which may materially affect the financial statements, including accounting closing procedures and the specific review of significant judgements, estimates, valuations and projections.
The procedure for the accounting close and the review and approval of financial information that is made public to the markets starts with the establishing of a detailed schedule of closing activities, duly distributed to all business units and subsidiary companies. From that point onwards, each subsidiary reports its financial information using a standard format to the Consolidation and Reporting Department, which prepares the consolidated annual accounts. These are then reviewed and validated by the Corporate Finance Division in order to be subsequently submitted to the Management Committee and the Audit Committee.
The Audit Committee then reviews and confirms the individual and consolidated annual accounts and the quarterly financial reports, prior to their approval by the Board of Directors. The procedure for the analysis and discussion of the financial information at Audit Committee level requires the participation of the internal and external auditors together with the Corporate Finance Division, in order to gather their conclusions regarding the work performed in the financial information exercise that they are supervising, and to analyse the potential impacts that their conclusions might have on that financial information.
The process ends with the Board of Directors' approval and formulation (if applicable) of the financial information to be made public.
In addition, the ICFRS report is prepared by the Corporate Finance Division, submitted to the Audit Committee for review (with the support of Internal Audit), and approved (if applicable) by the Board of Directors before it is made public in the securities market.
In relation to the ICFRS, it is appropriate to note the existence of risk and control matrices designed for processes with a significant impact on the preparation of the financial information, which include documentation describing activities and controls with regard to the proper recording, valuation, presentation and breakdown of the various classes of transactions with a material impact on the Company's financial statements.
The main cycles for which activity and control descriptions have been defined are as follows:
The risk and control matrices describe the control activities that mitigate the financial risks faced
by the Company of material error (intentional or otherwise), stating the frequency, execution, classification, criticality, risk owner, supporting documentation and financial information objectives covered for each risk, as well as further information on technological systems or third-party activities that are material for the effectiveness of the control environment. The formally identified and documented controls include both those directly related to transactions that might materially affect the financial statements and those related to the risk of fraud.
In the event that internal control shortfalls are identified, specific action plans are produced to resolve them as soon as possible.
Material judgments, estimates, valuations and forecasts are specifically reviewed at a primary level in the existing control activities, whether in Almirall's recurring transactions or via existing control mechanisms in the financial information preparation process. Depending on the degree of judgment and estimation applied and the potential impact on the financial statements, there is a subsequent scale of discussion and review that reaches the Audit Committee and Board of Directors in cases that are substantively material for the preparation of the financial information. When third-party experts participate in areas subject to judgment, estimation, valuation and forecasts, they discuss and explain their results with the Corporate Finance Division after a range of control and supervision procedures have been applied to their work.
Almirall uses information systems to produce and maintain appropriate records and control of its transactions. As part of the process of identifying risks of error in the financial information, Almirall identifies which systems and applications are material for its preparation through its Corporate Finance Division. The identified systems and applications include both those directly used in the preparation of the financial information (the consolidation tool and the comprehensive information management system) and the interfaces with this system.
The policies and procedures developed by Almirall's Information Technology Department cover hardware and software security in terms of access (ensuring the segregation of functions via appropriate access restrictions), procedures to test the design of new systems or changes to existing ones, and functional continuity (or start-up of alternative systems and applications) in response to contingencies affecting their operation. Almirall maintains an Information Security Programme that is intended to protect strategic information and critical business processes, aligned with market standards such as the NIST Cybersecurity Framework and the NIST 800-53 catalogue.
As part of its annually established procedure to determine the scope of the ICFRS, Almirall specifically identifies which financial entries include:
• Subcontracted activities.
A third-party company's competence, certification, technical and legal qualifications and independence are ascertained when a collaboration agreement is being established with a subcontracted company.
Almirall has strict third-party contracting standards that ensure the reliability of the information they provide. Additionally, the supervisory controls in place at the Company ensure substantial mitigation of the risk of material error in the financial statements.
• Evaluations, calculations or valuations by independent experts.
Almirall only uses experts in supporting tasks for accounting valuations, judgments or calculations when they are registered with the relevant professional associations or have equivalent certification, state their independence and are of good standing in the market.
Report on whether the company has at least the following, describing their main characteristics:
F.4.1. A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining a free flow of information to those responsible for operations in the organisation, as well as an up-to-date accounting policy manual distributed to the business units through which the company operates.
The Consolidation and Reporting Department (which reports to the Corporate Finance Division) is responsible for identifying, defining and communicating the accounting policies that affect Almirall, as well as for answering any accounting queries that are raised by subsidiary companies or the various business units.
Queries are resolved during the financial year, without a specified timeframe and as they are raised by the various heads of operations of the Group's departments or subsidiary companies.
The Consolidation and Reporting Department is responsible for informing Almirall's senior management about new accounting regulations, the results of their implementation and their impact on the financial statements, which are included in the annual accounts that are issued.
In cases in which the application of accounting regulations is particularly complex, the Corporate Finance Division informs the external auditors of its position and requests their opinion.
Almirall's accounting policies are in line with the International Financial Reporting Standards approved by the European Union and they are set out in a document entitled "Almirall GAAP". This document is reviewed and updated regularly, and at least once per year.
All companies forming part of the consolidated Group as at financial year-end 2024 follow a single and standardised accounting plan and an accounting handbook ("Almirall GAAP"). They all have the same integrated information management system to collect and prepare financial information, guaranteeing its uniformity. The financial information reported by all the subsidiary companies covers the composition of the main financial statements and the notes related thereto. The Consolidation and Reporting Department is responsible for obtaining the information for all the subsidiary companies, on which basis it makes the necessary consolidation adjustments to obtain the consolidated information and supplements the financial information with the explanatory notes to the consolidated financial statements.
Report on at least the following, describing their principal features:
F.5.1. The activities of the audit committee in overseeing ICFR as well as whether there is an internal audit function one of the responsibilities of which is to provide support to the committee in its task of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible for performing the assessment communicates its results, whether the company has an action plan detailing possible corrective measures, and whether their impact on financial reporting has been considered.
Almirall has an Internal Audit Department that is exclusively dedicated to internal audit, and which supports the Audit Committee.
During financial year 2024 and with the support of Internal Audit, the Audit Committee supervised Almirall's ICFRS model in accordance with the established plan.
Internal Audit's duties include supervising the proper design, implementation and effective operation of the risk management and internal control systems, including the ICFRS. It also monitors potential internal control shortfalls that are identified during the year. In this respect, during 2024 the Audit Committee was presented with the conclusions of the ICFRS review and the resulting action plans both in the intermediate phase and in the final testing phase.
The participation of the external auditor and the Corporate Finance Division in the Audit Committee's quarterly meetings provide it with additional information to complete its ICFRS supervisory work.
The testing of the key controls for all ICFRS cycles has made it possible to cover all activities and transactions with a material impact on the financial statements, comprising coverage of the main financial indicators ranging from 91% to 96% in the profit-and-loss account and 97% on the balance sheet.
This testing was executed in two phases. The first phase was focused on verifying the proper functioning of the controls during the first seven months of the year, according to a specific sampling methodology. The second involved checking the proper implementation of the controls during the last quarter of the year (with smaller samples), in which the controls implemented at financial year-end were also tested.
The tests showed a good level of compliance in the implementation and documentation of the controls. However, incidents were identified in only 2% of the key controls tested during the year. Part of these incidents were remedied as a result of ongoing monitoring during the financial year, with 1% of the total controls tested subject to action plans in the implementation phase at the annual close. It should be noted that both these incidents and the corrective actions agreed with management of the affected departments were disclosed to the Audit Committee for its information. In any event, these incidents are not considered to have any material impact on the individual and/or consolidated financial statements.
F.5.2. Whether there is a discussion procedure whereby the auditor (as defined in the Spanish Technical Audit Standards), the internal auditor and other experts can report to senior management and the audit committee or directors of the company any significant weaknesses in internal control identified during the review of the annual financial statements or any others they have been assigned. Additionally, state whether an action plan is available for correcting or mitigating any weaknesses detected.
The Audit Committee meets at least once every three months (before the publication of the regulated information) in order to obtain and analyse the information required to discharge the functions entrusted to it by the Board of Directors.
It dedicates special attention to reviewing the Company's quarterly financial information, which is presented by the Corporate Finance Division. The Audit Committee is assisted in the implementation of this process by Internal Audit, the aforementioned Corporate Finance Division (which is responsible for preparing the financial information) and the statutory auditor, in order to ensure the proper application of applicable accounting standards and the reliability of the financial information, and to be able to communicate any significant internal control shortfalls and their corresponding action plans.
Internal Audit prepares and presents an annual internal audit plan, which the Audit Committee reviews and approves. Internal Audit presents the results and progress of its work at the various Audit Committee meetings held during the year, placing special emphasis on the internal control shortfalls that are identified and stating the action plans established for them and their implementation dates.
Internal Audit subsequently takes responsibility for supervising the proper implementation of the recommended corrective actions.
Prior to the reports that it issues to the Audit Committee, Internal Audit discusses the results of its work with the specific management of the area under review and with the Corporate Finance Division as the owner of responsibility for the ICFRS. This ensures fluid and efficient communication among all parties.
The external auditors annually present the scope, schedule and key areas of their work of auditing the annual accounts, in accordance with applicable audit regulations. They also meet quarterly with the Audit Committee to present the conclusions from their work and areas for improvement. The reported shortfalls are communicated to Internal Audit so that they can be included in the action plans to be implemented.
If the Audit Committee considers the financial information satisfactory after holding the necessary meetings with Internal Audit, the external auditors and the Corporate Finance Division, it will be submitted to Almirall's Board of Directors for formulation, if applicable, and submission to the securities market authorities.
Report
Almirall submitted the ICFRS sent to the markets for financial year 2024 for review by the external auditor. The scope of the auditor's review procedures was in line with the conduct guide and standard-form auditor's report for the information relating to the internal control system, with regard to the financial reporting of listed companies of July 2013 published by the Spanish National Securities Market Commission.
Specify the company's degree of compliance with recommendations of the Good Governance Code for listed companies.
In the event that a recommendation is not followed or only partially followed, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information to assess the company´s conduct. General explanations are not acceptable.
1. That the articles of incorporation of listed companies should not limit the maximum number of votes that may be cast by one shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of its shares on the market.
| Complies | X | Explain |
|---|---|---|
| ---------- | --- | --------- |
| Complies | Complies partially | Explain | Not applicable |
X | ||
|---|---|---|---|---|---|---|
recommendations of the Code of Corporate Governance and the alternative rules applied, if any.

4. That the company should define and promote a policy on communication and contact with shareholders and institutional investors, within the framework of their involvement in the company, and with proxy advisors that complies in all aspects with rules against market abuse and gives equal treatment to similarly situated shareholders. And that the company should publish this policy on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for implementing it.
And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economic-financial, non-financial and corporate information through such channels as it may consider appropriate (communication media, social networks or other channels) that helps to maximise the dissemination and quality of information available to the market, investors and other stakeholders.

5. That the Board of Directors should not submit to the General Shareholders' Meeting any proposal for delegation of powers allowing the issue of shares or convertible securities with the exclusion of preemptive rights in an amount exceeding 20% of the capital at the time of delegation.
And that whenever the Board of Directors approves any issue of shares or convertible securities with the exclusion of preemptive rights, the company should immediately publish the reports referred to by company law on its website.


7. That the company should transmit in real time, through its website, the proceedings of the General Shareholders' Meetings.
And that the company should have mechanisms in place allowing the delegation and casting of votes by means of data transmission and even, in the case of large-caps and to the extent that it is proportionate, attendance and active participation in the General Meeting to be conducted by such remote means.

8. That the audit committee should ensure that the financial statements submitted to the General Shareholders' Meeting are prepared in accordance with accounting regulations. And that in cases in which the auditor has included a qualification or reservation in its audit report, the chairman of the audit committee should clearly explain to the general meeting the opinion of the audit committee on its content and scope, making a summary of this opinion available to shareholders at the time when the meeting is called, alongside the other Board proposals and reports.
| Complies | X | Complies partially | Explain | ||
|---|---|---|---|---|---|
| ---------- | --- | -------------------- | -- | --------- | -- |
9. That the company should permanently publish on its website the requirements and procedures for certification of share ownership, the right of attendance at the General Shareholders' Meetings, and the exercise of the right to vote or to issue a proxy.
And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory fashion.

| Complies | Complies partially | Explain | Not applicable |
X | |||
|---|---|---|---|---|---|---|---|
| ---------- | -------------------- | -- | --------- | -- | ------------------- | --- | -- |
11. That if the company intends to pay premiums for attending the General Shareholders' Meeting, it should establish in advance a general policy on such premiums and this policy should be stable.
| Complies | Complies partially | Explain | Not applicable |
X | ||||
|---|---|---|---|---|---|---|---|---|
| ---------- | -- | -------------------- | -- | --------- | -- | ------------------- | --- | -- |
12. That the Board of Directors should perform its functions with a unity of purpose and independence of criterion, treating all similarly situated shareholders equally and being guided by the best interests of the company, which is understood to mean the pursuit of a profitable and sustainable business in the long term, promoting its continuity and maximising the economic value of the business.
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and conducting itself on the basis of good faith, ethics and a respect for commonly accepted best practices, it should seek to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders that may be affected, as well as the impact of its corporate activities on the communities in which it operates and on the environment.

13. That the Board of Directors should be of an appropriate size to perform its duties effectively and in a collegial manner, which makes it advisable for it to have between five and fifteen members.

analysis of the skills required by the Board of Directors; and
c) Favours diversity of knowledge, experience, age and gender. For these purposes, it is considered that the measures that encourage the company to have a significant number of female senior executives favour gender diversity.
That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the nomination committee published upon calling the General Shareholders' Meeting to which the ratification, appointment or reelection of each director is submitted.
The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate governance report.

15. That proprietary and independent directors should constitute a substantial majority of the Board of Directors and that the number of executive directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage of equity participation of executive directors..
And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 2020 and thereafter, and no less 30% prior to that date.

16. That the number of proprietary directors as a percentage of the total number of nonexecutive directors not be greater than the proportion of the company's share capital represented by those directors and the rest of the capital.
This criterion may be relaxed:

17. That the number of independent directors should represent at least half of the total number of directors.
That, however, when the company does not have a high level of market capitalisation or in the event that it is a large-cap company with one shareholder or a group of shareholders acting in concert who together control more than 30% of the company's share capital, the number of independent directors should represent at least one third of the total number of directors.
| Complies | X | Explain | |
|---|---|---|---|
and any subsequent re-elections.
e) Company shares and share options that they own.

19. That the annual corporate governance report, after verification by the nomination committee, should explain the reasons for the appointment of any proprietary directors at the proposal of shareholders whose holding is less than 3%. It should also explain, if applicable, why formal requests from shareholders for presence on the Board were not honoured, when their shareholding was equal to or exceeded that of other shareholders whose proposal for proprietary directors was honoured.

20. That proprietary directors representing significant shareholders should resign from the Board when the shareholder they represent disposes of its entire shareholding. They should also resign, in a proportional fashion, in the event that said shareholder reduces its percentage interest to a level that requires a decrease in the number of proprietary directors.

21. That the Board of Directors should not propose the dismissal of any independent director before the completion of the director's term provided for in the articles of incorporation unless the Board of Directors finds just cause and a prior report has been prepared by the nomination committee. Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties inherent to his or her post as a director, fails to complete the tasks inherent to his or her post, or is affected by any of the circumstances which would cause the loss of independent status in accordance with applicable law.
The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or other similar corporate transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of application of the proportionate representation criterion provided in Recommendation 16.

22. That companies should establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from their posts, when circumstances arise which affect them, whether or not related to their actions in the company itself, and which may harm the company's standing and reputation, and in particular requiring them to inform the Board of any criminal proceedings in which they appear as suspects or defendants, as well as of how the legal proceedings subsequently unfold.
And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding measures are implemented.

23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be against the company's interests. This particularly applies to independent directors and directors who are unaffected by a potential conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies to the secretary of the Board of Directors, even if he or she is not a director.

24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of his or her term of office, the director should explain the reasons for this decision, or in the case of non-executive directors, their opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors.
And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the director.
| Complies | X | Complies partially | Explain | Not applicable |
||||
|---|---|---|---|---|---|---|---|---|
| ---------- | --- | -------------------- | -- | --------- | -- | ------------------- | -- | -- |
25. That the nomination committee should make sure that non-executive directors have sufficient time available in order to properly perform their duties.
And that the Board regulations establish the maximum number of company Boards on which directors may sit.

Non-compliant only as regards the rules on the maximum number of boards on which company directors can serve, because it is not deemed necessary in view of the composition of the Board and its members. In addition, if it is detected that membership of other boards could be detrimental to the performance of a director's duties at the Company, the Company has the means to remove such directors from their positions.
26. That the Board of Directors meet frequently enough to be able to effectively perform its duties, and at least eight times per year, following a schedule of dates and agendas established at the beginning of the year and allowing each director individually to propose other items that do not originally appear on the agenda.

27. That director absences occur only when absolutely necessary and be quantified in the annual corporate governance report. And when absences do occur, that the director appoint a proxy with instructions.

28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the minutes at the request of the director expressing them.

29. That the company should establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their duties including, should circumstances warrant, external advice at the company's expense.

30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses available to them when circumstances make this advisable.

31. That the agenda for meetings should clearly indicate those matters on which the Board of Directors is to make a decision or adopt a resolution so that the directors may study or gather all relevant information ahead of time.
When, in exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall be duly recorded in the minutes.

32. That directors be periodically informed of changes in shareholding and of the opinions of significant shareholders, investors and rating agencies of the company and its group.

33. That the chairman, as the person responsible for the efficient workings of the Board of Directors, in addition to carrying out the duties assigned by law and the articles of incorporation, should prepare and submit to the Board of Directors a schedule of dates and matters to be considered; organise and coordinate the periodic evaluation of the Board as well as, if applicable, the chief executive of the company, should be responsible for leading the Board and the effectiveness of its work; ensuring that sufficient time is devoted to considering strategic issues, and approve and supervise refresher courses for each director when circumstances make this advisable.

34. That when there is a coordinating director, the articles of incorporation or Board regulations should confer upon him or her the following powers in addition to those conferred by law: to chair the Board of Directors in the absence of the chairman and deputy chairmen, should there be any; to reflect the concerns of non-executive directors; to liaise with investors and shareholders in order to understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the company; and to coordinate a succession plan for the chairman.

35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of Directors take into account such recommendations regarding good governance contained in this Good Governance Code as may be applicable to the company.

In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the nomination committee.
Every three years, the Board of Directors will rely for its evaluation upon the assistance of an external advisor, whose independence shall be verified by the nomination committee.
Business relationships between the external adviser or any member of the adviser's group and the company or any company within its group must be specified in the annual corporate governance report.
The process and the areas evaluated must be described in the annual corporate governance report.

37. That if there is an executive committee, it must contain at least two non-executive directors, at least one of whom must be independent, and its secretary must be the secretary of the Board.

38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.

39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, both financial and non-financial.

40. That under the supervision of the audit committee, there should be a unit in charge of the internal audit function, which ensures that information and internal control systems operate correctly, and which reports to the non-executive chairman of the Board or of the audit committee.

41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.

e) Ensuring that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, limits on the concentration of the auditor's business, and, in general, all other rules regarding auditors' independence.

43. That the audit committee be able to require the presence of any employee or manager of the company, even stipulating that he or she appear without the presence of any other member of management.

44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an analysis and draw up a prior report to the Board of Directors on the economic conditions and accounting implications and, in particular, any exchange ratio involved.

| Complies X |
Complies partially | Explain | |||
|---|---|---|---|---|---|
| --------------- | -------------------- | -- | --------- | -- | -- |

47. That in designating the members of the nomination and remuneration committee – or of the nomination committee and the remuneration committee if they are separate – care be taken to ensure that they have the knowledge, aptitudes and experience appropriate to the functions that they are called upon to perform and that the majority of said members are independent directors.

48. That large-cap companies have separate nomination and remuneration committees.

49. That the nomination committee consult with the chairman of the Board of Directors and the chief executive of the company, especially in relation to matters concerning executive directors.
And that any director be able to ask the nomination committee to consider potential candidates that he or she considers suitable to fill a vacancy on the Board of Directors.


51. That the remuneration committee should consult with the chairman and the chief executive of the company, especially on matters relating to executive directors and senior management.


53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self-organisation, may have decided to create. And that such committee be composed exclusively of non-executive directors, with a majority of these being independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.


Complies X Complies partially Explain
64/67
56. That director remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so excessive as to compromise the independent judgement of non-executive directors.

57. That only executive directors should receive variable remuneration linked to corporate results and personal performance, as well as remuneration in the form of shares, options or rights to shares or instruments referenced to the share price and long-term savings plans such as pension plans, retirement schemes or other provident schemes.
Consideration may be given to delivering shares to non-executive directors as remuneration providing this is conditional upon their holding them until they cease to be directors. The foregoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition.

The following resolution was approved by the shareholders at the General Meeting on 10 May 2024: "To approve the application of the director remuneration formula consisting of a part of the fixed remuneration received by the directors in their capacity as such, payable, subject to a resolution by the Board of Directors, by means of the delivery of the Company's own shares, such that the directors, on each fixed remuneration payment date, receive the fixed sum due to them partly in cash and partly in shares, taking as a benchmark for such purpose the value of the shares at the end of the market trading session immediately prior to the date on which the remuneration is paid. The payment of fixed remuneration by means of own shares may not exceed 50% of each director's individual remuneration in each financial year. A maximum of 50,000 shares may be allocated to this remuneration system in each financial year and this form of remuneration will be payable in five financial years including the current one (i.e., 2024, 2025, 2026, 2027 and 2028)". No shares have been delivered to directors pursuant to this authorisation as at the date of this report.
58. That as regards variable remuneration, remuneration policies should incorporate the necessary limits and technical safeguards to ensure that such remuneration is in line with the professional performance of its beneficiaries and not based solely on general developments in the markets or in the sector in which the company operates, or other similar circumstances.
And, in particular, that variable remuneration components:

59. That the payment of variable remuneration components be subject to sufficient verification that previously established performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable component.
That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that would make this advisable.

60. That remuneration related to company results should take into account any reservations that might appear in the external auditor's report and that would diminish said results.

61. That a material portion of executive directors' variable remuneration be linked to the delivery of shares or financial instruments referenced to the share price.

62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed.
An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual remuneration through the ownership of shares, options or other financial instruments. The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may arise and so require.

63. That contractual arrangements should include a clause allowing the company to demand reimbursement of the variable remuneration components in the event that payment was not in accordance with the performance conditions or when payment was made based on data subsequently shown to have been inaccurate.

64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or conditions for payment.
For the purposes of this recommendation, payments for contractual termination will be considered to include any payments the accrual of which or the obligation to pay which arises as a consequence of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long-term savings schemes and amounts paid by virtue of post-contractual non-competition agreements.

Specifically, indicate whether the company is subject to any corporate governance legislation other than that of Spain and, if so, include any information required under this legislation that differs from the data required in this report.
C.1.14. No members of the Company's Management Committee left before financial year-end 2024 and one member joined, Mr Paul Rittman, the President and General Manager of Almirall US.
C.2.1. It is stated for the recorded that the Dermatology and Governance Committees do not have the status of supervisory and control committees, and that they only have the powers established in articles 14bis and 14ter of the Regulations of the Company's Board of Directors.
The Company's Board of Directors approved this annual corporate governance report at its meeting held on 21 February 2025.
Indicate whether any director voted against or abstained from approving this report.
| Yes No X |
|||
|---|---|---|---|
| Name or company name of the member of the Board of Directors who has not voted for the approval of this report |
Reasons (against, abstention, non attendance) |
Explain the reasons | |
| Observations |
|---|
REFERENCE YEAR END DATE 31/12/24
TAX IDENTIFICATION CODE. A-58-869.389
Company Name:
ALMIRALL, S.A.
Business Address
Ronda General Mitre 151, Barcelona
Dear Shareholders,
It is my pleasure to present, on behalf of the Appointments and Remuneration Committee (the "Appointments and Remuneration Committee") of Almirall, S.A. ("Almirall" or the "Company"), the Annual Director Remuneration Report for 2024, which provides the shareholders with information on the Director Remuneration Policy applicable to the current financial year, the application of the Remuneration Policy and details of the remuneration received by the members of the Board of Directors during financial year 2024.
The year 2024 was notable for the increase in net sales, mainly due to the performance of Almirall's dermatological portfolio in Europe. Growth was led mainly by products marketed under the brand names Ilumetri (to treat moderate to severe plaque psoriasis), Wynzora (to treat mild to moderate psoriasis) and Ebglyss (launched in December 2023 in Germany and to treat moderate to severe atopic dermatitis).
In terms of R&D activities, there have been no relevant regulatory events, although several development agreements have been signed, notably by Novo Nordisk and Eloxx Pharmaceuticals.
As announced in the Annual Remuneration Report for financial year 2023, the shareholders approved a new Director Remuneration Policy (the "Remuneration Policy") at the General Shareholders' Meeting on 10 May 2024. The Remuneration Policy will be effective from its approval at the aforementioned General Shareholders' Meeting on 10 May 2024, for the remainder of 2024, and for the following three financial years (i.e. 2025, 2026 and 2027), unless the shareholders resolve to modify or replace it at a General Shareholders' Meeting during said period. The Remuneration Policy includes the following changes:
performance of current or future roles as part of the Board of Directors.
• Finally, certain technical improvements have been implemented to describe in more detail, in line with best market practices, the various components of the CEO's remuneration package, the components of the remuneration of Board members in their capacity as such, the principles governing the Remuneration Policy and the processes implemented for its approval and application. Additionally, certain technical drafting improvements and minor corrections have been introduced.
The Remuneration Policy was approved at the General Shareholders' Meeting 2024 with the favourable vote of 97.2% of the shareholders in attendance in person or by proxy, showing the practically unanimous support from the shareholders for the remuneration system established in the Remuneration Policy.
Following the 2024 General Meeting at which the aforementioned Remuneration Policy was approved, and until the publication of this Annual Remuneration Report, the Appointments and Remuneration Committee has maintained a fluid relationship and continuous contact with its shareholders and stakeholders in order to be aware of their concerns and suggestions regarding remuneration, all in line with the Company's commitment to transparency and good corporate governance. In addition, the Company continued to work with a leading global provider of corporate governance and executive remuneration advisory services to identify those aspects of the Annual Remuneration Report where there was room for improvement. The Remuneration and Nomination Committee has ensured that this Annual Remuneration Report responds to both the suggestions of our shareholders and the feedback from the service providers who have advised the Company.
Almirall seeks to offer its directors competitive remuneration that is aligned with the Company's position, the dedication of the directors and market standards at comparable Spanish companies. For this purpose and upon a proposal from the Appointments and Remuneration Committee, the Board of Directors decided at its meeting on 16 February 2024 to increase the remuneration of the directors in their capacity as such within the maximum remuneration limit in effect at that time. To do so, it conducted a benchmark study of the annual remuneration received by the members of boards of directors of all the Ibex 35 companies and other listed companies.
Two director remuneration policies were applied during financial year 2024: (i) the remuneration policy approved by the shareholders at the General Shareholders' Meeting on 6 May 2022, from 1 January to 9 May 2024; and (ii) the remuneration policy approved by the shareholders at the General Shareholders' Meeting on 10 May 2024, from 10 May to 31 December 2024. This has been included in the Annual Remuneration Report. The new composition of Almirall's Board of Directors, after the exit of Mr Tom McKillop as an external director and the appointments of Ms Eva Abans Iglesias and Mr Ugo Di Francesco as independent directors, has also been reflected, and the new composition of the committees of the Board of Directors is also noted. In relation to the latter, it is noted that, following the appointment of Ugo Di Francesco as a member of the Nomination and Remuneration Committee in replacement of Sir Tom McKillop, who had the status of other external director, the Nomination and Remuneration Committee is now composed exclusively of independent directors. It is also noted for the record that Ms Eva Abanas was appointed chairman of the Audit Committee to replace Mr Enrique de Leyva, who stepped down from the post, in accordance with article 529 quaterdecies of the Capital Companies Act, as four years had elapsed since his appointment as chairman, and that she continues as a member of said committee.
The Annual Remuneration Report for this year again includes the remuneration received by the CEO Mr Carlos Gallardo, which is based on a remuneration mix made up of fixed and variable remuneration, with the latter made up of an annual bonus and the application of Almirall's new PS Plan. The Company believes that this remuneration mix creates an appropriate balance between the need for the CEO's remuneration to be competitive in line with comparable companies in the sector, and the reasonableness and alignment of remuneration with the fostering of Almirall's long-term interests.
Almirall remains committed to transparency and for this reason, the Annual Remuneration Report 2024 continues the approach started last year and maintains the level of detail in terms of explanations of the various remuneration components, stating the target and maximum amounts
that can be received as variable remuneration. Additionally, in view of the voting of Almirall's shareholders and the views received from both minority shareholders and its proxy advisors, the evaluation of the level of achievement of the targets that are the basis for variable remuneration (bonus) has been published, stating the target achievement and overachievement levels, and there is a commitment to publish the evaluation of the CEO within the framework of the PS Plan in the corresponding Annual Remuneration Report. Finally, details of the average remuneration of Company employees have been included.
I would like to conclude by thanking the members of the Appointments and Remuneration Committee, of which Mr Ugo Di Francesco has become a member, as well as all the professionals who have worked with this committee, for their support and commitment in the preparation of this report. I would also like to thank the shareholders and their proxy advisors for their comments and recommendations, as well as their commitment to Almirall's future. We are firmly committed to maintaining a fluid and constructive relationship with all our shareholders and other stakeholders, and we will work to keep offering satisfactory responses to address all their concerns and expectations.
Faithfully,
Ms Eva-Lotta Allan
Chair of the Appointments and Remuneration Committee
A.1 Explain the director remuneration policy in effect for the current financial year. Where relevant information can be incorporated by reference to the remuneration policy approved by the shareholders at the general shareholders' meeting, provided that the incorporation is clear, specific and concrete.
The specific provisions established for the current financial year must be described in terms of both remuneration of directors in their capacity as such and remuneration for the performance of executive duties that the board has performed under the terms of contracts signed with the executive directors and with the remuneration policy approved at the general meeting.
In any case, at least the following aspects must be reported on:
Pursuant to article 45 of the By-Laws and article 25 of the Regulations of the Board of Directors, the position of director at Almirall, S.A. (the "Company" or "Almirall") will be remunerated. On 10 May 2024, the shareholders at Almirall's General Shareholders' Meeting approved a new remuneration policy for the members of the Company's Board of Directors, which had been proposed by the Board of Directors upon a favourable report from the Appointments and Remuneration Committee (the "new Remuneration Policy"). The new Remuneration Policy will be effective from its approval at the General Shareholders' Meeting on 10 May 2024, during 2024 and for the following three financial years (i.e. 2025, 2026 and 2027), unless the shareholders resolve to change or replace it at a General Shareholders' Meeting during said period.
As a result, during the financial year ended 31 December 2024, two remuneration policies for Board members were applied consecutively:
Prior to its approval at the General Meeting and in line with applicable bylaw, regulatory and legal rules, the Appointments and Remuneration Committee approved the specific report referred to in section 529 novodecies.4 of the Consolidated Text of the Capital Companies Act approved by Royal Legislative Decree 1/2010, of 2 July ('LSC'), at its meeting on 8 April 2024, and following the appropriate debate at its meeting on 8 April 2024, the Board unanimously resolved to submit the proposed new Remuneration Policy to the shareholders at the General Meeting.
To prepare the new Remuneration Policy, the Company reviewed the remuneration conditions of the members of board of directors at companies comparable to Almirall in terms of size and capitalisation. Almirall engaged a leading global provider of corporate governance and executive remuneration advisory services, with which it analysed the proposed amendments and checked that they were aligned with corporate governance best practices. The observations made in the past by shareholders and their proxy advisors with regard to remuneration were also taken into account.
The new Remuneration Policy is structured based on various specific classes of remuneration, as described below:
In accordance with article 45 of the Company's By-Laws (the "By-Laws"), directors will be remunerated in their capacity as such by means of a fixed allowance that is paid quarterly. The new Remuneration Policy is intended to remunerate the Board members in their capacity as directors, i.e. for the performance of supervisory and collective decision-making duties as part of the Board of Directors and of the committees on which they are members. Their remuneration must be adequate and sufficiently reward their dedication, skills and responsibilities, without compromising their independence of judgment.
Additionally, it is provided that directors may also be remunerated through the delivery of shares, or through the delivery of share options or remuneration that is linked to share value, provided that the application of any of these remuneration systems is previously approved by the shareholders at the General Shareholders' Meeting. In this regard, at the General Shareholders' Meeting held on 8 May 2019, the shareholders approved a resolution pursuant to which, if the Board of Directors deemed it appropriate, the directors could receive up to 50% of their fixed remuneration by means of the delivery of shares. This authorisation was effective for five years (i.e. until 2023), and it was renewed for a further five-year period at the General Shareholders' Meeting held on 10 May 2024. A maximum of 50,000 shares can be allocated to this remuneration system in each financial year. At the present date, the Board of Directors has not resolved to approve the aforementioned payment in kind.
The corresponding directors receive additional gross annual remuneration for membership of the Audit, Appointments and Remuneration, or Dermatology Committees, and any directors who chair any of the aforementioned committees receive additional gross annual remuneration for that work (in addition to their remuneration for membership of the relevant committee). The positions of Chair and Vice-Chair of the Board of Directors are also remunerated with a fixed gross annual sum for the performance of these duties. The Board of Directors may resolve to remunerate directors for their duties as members of the Governance Committee, for chairing the Governance Committee or for performing the role of coordinating independent director.
Additionally, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.
Unless the shareholders resolve otherwise at a General Shareholders' Meeting, the Board of Directors will determine the precise amount to pay to each director, within the limit set at the General Meeting, as well as their specific remuneration as a fixed allowance in their capacity as such. The maximum amount of annual remuneration for the directors as a whole in their capacity as such, approved by the shareholders at the General Shareholders' Meeting 2022 and currently in effect, is 2,500,000 euros.
In accordance with the new Remuneration, directors who perform executive duties are entitled to receive, in addition to the remuneration that they may receive as Board members in their capacity as an executive director, remuneration for the performance of executive duties as established in the contracts each director has entered into with the Company.
During the financial year ended 31 December 2024, the only director who performed executive duties was the CEO Mr Carlos Gallardo Piqué, who also holds the position of chair of the Board of Directors (the "CEO").
Within the framework of his corresponding services agreement, the CEO has agreed a remuneration structure based on the new Remuneration Policy, which therefore includes an annual and multiyear remuneration scheme, all in accordance with the following remuneration mix:
Based on the fixed remuneration scheme included in the new Remuneration Policy, the fixed remuneration established for the CEO under his services agreement amounts to 775,000 euros per annum, payable monthly (which figure, following a reasoned proposal from the Appointments and Remuneration Committee, the Board can increase by up to 20% during the effective period of the new Remuneration Policy if the circumstances so advise), corresponding to the performance of his duties as CEO. This fixed remuneration is in addition to the fixed annual allowance for the performance of his duties as Chair of the Board of Directors and an executive director, which is paid quarterly.
In view of the fact that Mr Carlos Gallardo Piqué is both CEO and Chair of the Board of Directors, the Company, in compliance with section 529 septies of the Capital Companies Act, appointed a coordinating independent director from among the independent directors, with powers to request a call to meeting of the Board of Directors or to include new items on the agenda for Board meetings once called, to coordinate and hold meetings with the nonexecutive directors and, if applicable, to lead the periodic evaluation of the Chair of the Board of Directors. In addition, in compliance with Recommendation 34 of the Good Governance Code for Listed Companies, the Regulations of Almirall's Board of Directors were amended to give the following powers to the aforementioned coordinating independent director, in addition to his legal powers: chairing the Board of Directors in the absence of the Chair and of the Vice-Chair, if any; reflecting the concerns of the non-executive directors; engaging in contact with investors and shareholders to hear their perspectives for purposes of forming an opinion on their concerns, particularly regarding the Company's corporate governance; and coordinating the succession plan for the Chair. Finally, a new Governance Committee was created in 2023, whose duties include maintaining active contact with agents outside the Company and proxy advisors, as well as assisting the coordinating independent director with the duties allocated thereto by law and the Regulations of the Board of Directors.
In accordance with the new Remuneration Policy, the CEO may receive variable annual remuneration that will be paid in cash and calculated as a percentage of his fixed remuneration, subject to the achievement of certain targets set by the Board of Directors (the "Bonus"). The target base of the Bonus (which would correspond to a 100% achievement of the objectives), will be set by the Board of Directors for each financial year during the first five months of the year, and it will range from 50% to 100% of the CEO's fixed remuneration ("Bonus Target Amount"). To align the accrual of the Bonus with the Company's results, the Bonus Target Amount will vary depending on the degree of achievement of between 0% and 150% of the targets set by the Board of Directors.
The Company will inform the CEO of the targets in March of each year, and they will be linked to the evolution of EBITDA, the launch of new products, the Company's strategy, increased revenues and the achievement of strategic agreements, research and development processes, the strengthening of investor relations and building a work team that is cohesive and motivated to achieve the Company's shared goals.
In addition, the Company's financial results are expected to have an impact on the CEO's annual bonus. To this end, a multiplier linked to the Company's EBITDA will be used, which will mean that the amount of the Bonus calculated on the basis of the fulfilment of the aforementioned objectives, may be increased or reduced by an additional 20% depending on the EBITDA ratio obtained by the Company at the end of the year in which the Bonus is accrued.
The Board of Directors and the Appointments and Remuneration Committee will evaluate the level of achievement of targets by the CEO pursuant to the Company's applicable variable remuneration policies, and they will pay the corresponding Bonus amount during the month of March following the end of each financial year.
For financial year 2024, the fixed salary established as a reference to calculate the Bonus amounted to 775,000 euros. Upon a proposal from the Appointments and Remuneration Committee, the Board of Directors set certain targets related and linked to the objective results, with a weighting of 100% of the Bonus target amount. The targets linked to the objective results are divided in business results, with a weighting of 70% (that is in turn divided into net sales (30%) and launch of Ebglyss and Ilumetri Growth Plan (40%)); innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.
The targets have been set with the aim of being stimulating, specific and measurable. The Appointments and Remuneration Committee conducts an annual review of the performance conditions in response to Almirall's strategy, needs and business situation, establishing targets in line with that review at the start of each year.
The CEO may receive other remunerative items and certain remuneration in kind. In particular, the CEO will be a beneficiary of life insurance and the Company will make a company vehicle available to the CEO, which he is permitted to use for non-professional purposes. The Company will be responsible for insuring and maintaining the vehicle and will reimburse reasonable fuel costs. The CEO may choose to receive a sum as part of his fixed remuneration instead of the allocation of a company vehicle. The Company has also taken out civil liability insurance for its directors.
In order to incentivise the achievement of the financial targets and the alignment of the longterm interests of the Company's CEO, executives and key employees, the CEO may participate as a beneficiary in the long-term incentive plans implemented by the Company. The multiyear variable remuneration is based on the principles governing the new Remuneration Policy. The CEO is currently a beneficiary of the following long-term incentive plans.
On 16 February 2024, upon a proposal from the Appointments and Remuneration Committee, the Board of Directors approved a new long-term incentive plan labelled the Performance Shares Plan (the "PS Plan"), which was to be applied from the approval of the new Remuneration Policy by the shareholders at the General Shareholders' Meeting 2024.
Pursuant to the PS Plan, the CEO will be able to receive multiyear variable remuneration payable both in cash and via the delivery of shares of the Company, following the completion of a certain target measurement period and depending on the level of achievement of those targets.
The PS Plan operates in overlapping cycles of three (3) years, starting on 1 January of the first year and ending on 31 December of the third year (the "Accrual Period"). At the start of each cycle, the Company will award the CEO a certain number of performance shares, each of which will be equivalent to a share of Almirall or to its market value on the PS Plan settlement date (the "Performance Shares"). The Performance Shares do not give their holder the status of a shareholder of the Company or any political or economic rights linked to that status.
The initial number of Performance Shares is the result of dividing the target annual amount allocated to the CEO (set at 775,000 euros) by the average price of Almirall's shares for the first 10 days of trading in the corresponding financial year. The number of Performance Shares that will vest at the end of each accrual period will range from 70% to 150% of the Performance Shares initially awarded depending on the level of achievement of certain targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee. The setting of the final number of Performance Shares between the lower and upper limits of the range will depend on the level of achievement of the targets set for the PS Plan, with a required minimum achievement level of 70%. The maximum number of Performance Shares will accrue if the target achievement level is equal to 150%.
The final Performance Shares will vest at the end of the Accrual Period provided that: (i) the CEO maintains his link with the Company, regardless of whether the relationship is commercial or employment-based and independently of whether he performs executive duties, without prejudice to the applicable exceptions of suspension or removal from office; and (ii) the CEO has attained a minimum achievement level of 70% of the targets set.
The PS Plan will be settled at the end of March in the year following the end of the Accrual Period, as follows:
The PS Plan establishes: (i) a clawback clause pursuant to which the Company could reclaim part or all of the sums received by the CEO under the PS Plan in the event of serious misconduct or when negative financial results are obtained in the two (2) years following settlement; and (ii) a lock-up clause pursuant to which the CEO must retain ownership of the Company's shares received under the PS Plan for a period of three (3) years following delivery, unless the market value of the shares is equal to twice his annual Fixed Remuneration at the times of transfer.
Additionally, in the event that a takeover bid is authorised for the shares of Almirall and its acceptance period ends during the retention period, the CEO may accept the bid for part or all of his shares.
The PS Plan includes a series of general provisions in relation to: (i) changes of control at the Company; (ii) adjustment clauses in the event of corporate transactions that significantly alter the financial metrics used as a basis to calculate the number of Performance Shares; (iii) termination of the CEO's relationship with the Company before the end of the applicable Accrual Period; and (iv) suspension of the CEO's relationship with the Company for a period in excess of three months before the end of the applicable Accrual Period.
The conditions regarding range of achievement are divided into the following metrics: (i) relative total shareholder return (35%); (ii) Cumulative EBITDA (35%); (ii) satisfaction of Company employees (7.5%); (iv) direct reduction of the Company's carbon footprint (7.5%); (v) research and development (R&D) innovation roadmap (15%). These targets, their relative weighting and their evaluation process may be reviewed by the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors on an annual basis.
Before the implementation of the PS Plan, the CEO was the beneficiary of the Stock Equivalent Units Plan (the "SEU Plan"), whose operation, terms and conditions are described in the Company's Annual Director Remuneration Report for financial year 2023.
The CEO received a provisional number of 72,995 SEUs in financial year 2023. The final number of SEUs awarded in 2024 after the target measurement period was 73,251 SEUs. The SEUs will vest and settle in 2027, subject to the CEO maintaining an employment or business relationship with the Company. As a result, despite the fact that the SEU Plan is no longer in effect and no more SEUs will accrue pursuant to the SEU Plan, there will be an overlap in the settlements arising from the SEU Plan and those under the current PS Plan. In this regard, the Performance Shares that accrue with respect to the 2024-2026 period will be settled, if applicable, in March 2027, in which year the SEUs that have accrued with respect to the 2023- 2024 period will also be settled.
A1.2 Relative importance of variable remuneration items in comparison to fixed items (remunerative mix) and which criteria and targets have been taken into account in the determination thereof and to ensure an appropriate balance between the fixed and variable remuneration components. In particular, state the actions taken by the company about the remuneration scheme to reduce exposure to excessive risks and align it with the company's long-term objectives, values and interests, which will include (where applicable) a reference to measures established to ensure that the remuneration policy takes into account the company's long-term results, the measures adopted concerning those categories of staff whose professional activities have a material impact on the entity's risk profile and any measures established to avoid conflicts of interest.
Also state whether the company has established any accrual or consolidation period for certain variable remuneration items, in cash, shares or other financial instruments, a deferral period in the payment of sums or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed for the reduction of deferred remuneration not yet consolidated or obliging the director to return remuneration received when said remuneration has been based on information whose inaccuracy has subsequently been clearly established.
Only executive directors are entitled to receive a variable component of remuneration, and the CEO is the only member of the Board of Directors who receives variable remuneration. As stated in section A.1.1 above, the CEO's variable remuneration is based on the principles of the new Remuneration Policy and it takes into account the components described below:
In relation to the remuneration mix, the CEO's fixed remuneration is set at 775,000 euros. In addition, the CEO's remuneration in kind includes: life insurance and a company vehicle (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance), the aggregate amount of which was 17,098.60 euros in 2024. The Company has also taken out civil liability insurance for its directors. The total value of the fixed components of the CEO's remuneration, in cash and in kind, hence amounts to 792,098.60 euros.
The variable remuneration components amount, (i) in the case of the Bonus, to a maximum amount of 150% of the target base (which may be increased or decreased by up to 20% by application of the EBITDA multiplier), which is set by the Board of Directors for each financial year during the first five months of the year, and amounts to between 50% and 100% of the fixed remuneration. For financial year 2024, this percentage has been set at 90%, which may result, in a scenario of over-achievement of objectives, in a maximum amount of 1,046,250 euros, which may be adjusted in accordance with the EBITDA multiplier by up to 20%, with the Bonus hence potentially reaching a maximum amount of 1,255,500 euros; and (ii) in the case of the PS Plan, a maximum amount of 150% of the target base, amounting to 775,000 euros, potentially resulting in a maximum amount of 1,162,500 euros. The total value of the variable components of the CEO's remuneration if the maximum level of target achievement is achieved hence amounts to 2,418,000 euros.
As a result, the maximum variable items approved for the CEO could represent up to approximately 305.27% of the fixed items. This percentage is the result of dividing the aggregate variable amount of 2,418,000 euros by the aggregate fixed amount of 792,098.60 euros.
In relation to the PS Plan, the CEO is subject to clawback and lock-up clauses, as explained in section A.1.1.
One of the main duties of the Appointments and Remuneration Committee is to analyse, select and propose the variable remuneration targets and metrics for the CEO. Within the framework of the new Remuneration Policy, these targets are regularly reviewed to ensure that they are sufficiently demanding and aligned with the development of the Company and represent measurable and quantifiable targets, and their weightings and achievement levels are approved during the initial months of each financial year taking into account factors including the economic context, the strategic plan, historical analyses, the Company's budget, and investor and analyst expectations or consensus. The Appointments and Remuneration Committee monitors these targets throughout the variable remuneration accrual period and evaluates their final achievement level at the end of that period.
A.1.3 Amount and nature of the fixed components to be accrued during the financial year by directors in their capacity as such.
As stated in the preceding sections, the various directors receive the following fixed annual remuneration in their capacity as such within the framework of the new Remuneration Policy approved at the last General Shareholders' Meeting on 10 May 2024:
The Board of Directors may review the fixed annual remuneration to be received by the directors in their capacity as such within the maximum annual limit established for the Board of Directors as a whole. The Board may also award directors an additional fixed allowance for membership of other committees or the performance of other roles currently existing on the Board or which exist in the future. In particular, the Board may resolve to remunerate directors for their duties as members of the Governance Committee, for chairing the Governance Committee or for performing the role of coordinating independent director.
The CEO has waived his additional remuneration for membership of the Dermatology Committee.
In addition, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.
A.1.4 Amount and nature of fixed components that will be accrued during the
financial year for the performance of senior management duties by executive directors.
As stated in section A.1.1 above, within the CEO's remuneration mix, the part applicable to fixed remuneration for the current financial year will amount to 775,000 euros per annum for the performance of his duties as CEO.
In addition, the CEO receives 90,000 euros per annum for the performance of his duties as Chair of the Board of Directors (45,000 euros) and membership of the board of directors with the classification of executive director (45,000 euros).
The CEO may receive other remuneration and certain remuneration in kind. The CEO's remuneration in kind includes life insurance and a company car (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance). In addition, the Company has taken out liability insurance for its directors.
A.1.5 Amount and nature of any component of remuneration in kind that will be accrued during the financial year, including but not limited to insurance premiums paid on behalf of the director.
As stated, the CEO will receive certain components of remuneration in kind, including life insurance. The Company will also make a company vehicle available to the CEO on the terms established for senior positions, which he is permitted to use for non-professional purposes. The Company will be responsible for insuring and maintaining the vehicle and will reimburse reasonable fuel costs. The CEO may elect to receive an amount as part of his fixed remuneration in lieu of a company car allowance. In addition, the Company has taken out liability insurance for its directors.
A.1.6 Amount and nature of variable components, differentiating between short and long term. Financial and non-financial, including social, environmental and climate change parameters selected to determine variable remuneration in the current year, describing the extent to which these parameters are related to performance, both of the director and of the company, together with their risk profile, and the methodology, necessary period and the techniques established to determine the degree of compliance with the parameters used in the design of the variable remuneration at the end of the year.
State the range in monetary terms of the different variable components, based on the level of achievement of established targets and parameters, and whether there is any absolute maximum monetary amount.
As stated above, the CEO is the only member of the Board of Directors who receives variable remuneration.
According to the CEO's services agreement and within the framework of the new Remuneration Policy, his variable remuneration comprises the following:
(a) Annual bonus: the CEO will receive variable annual remuneration (Bonus) payable in cash, the amount of which will depend on the level of achievement of a series of targets established by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, and which will be adjusted in accordance with a multiplier that is linked to the amount of the Company's EBITDA for the relevant financial year. The Bonus target amount will be a percentage ranging from 50% to 100% of the CEO's fixed remuneration. This percentage has been set at 90% for financial year 2024, representing a Bonus target amount of 697,500 euros. The base target will be adjusted based on the level of achievement, ranging from 0% to 150%, of the targets set by the Board of Directors for each financial year, with a potential amount of 1,046,250 euros in a scenario of overachievement of the established targets. This amount will be adjusted in accordance with a multiplier linked to EBITDA for the specific financial year, which can increase the result by up to 20%, with the Bonus amount therefore potentially reaching a maximum of 1,255,500 euros.
The targets whose achievement level determines the final Bonus amount are set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, at the beginning of each year. The targets set for 2024 were related and linked to the Company's objective results, with a weighting of 100% of the Bonus target amount. The targets linked to objective results are divided into four categories: (i) business results, with a weighting of 70%, which is in turn divided into net sales (30%) and launch of Ebglyss and Ilumetri Growth Plan (40%); (ii) innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.
During 2025, the CEO will receive the Bonus amount corresponding to financial year 2024, which will amount to approximately 826,086 euros. The Bonus will be paid to the CEO in cash at the end of March 2025, together with the fixed monthly salary payment corresponding to that month.
(b) Performance Shares Plan: Under the PS Plan, the Company will award the CEO a certain number of Performance Shares resulting from dividing the annual target amount allocated to the CEO, which amounts to 775,000 euros, by the average listing price of the Company's shares during the first 10 trading days in the corresponding financial year.
The number of Performance Shares that will vest at the end of each Accrual Period will range from 70% to 150% of the Performance Shares initially awarded, depending on the degree of achievement of certain targets established by the Board of Directors upon a proposals from the Appointments and Remuneration Committee during the Accrual Period. The targets are as follows:
A minimum achievement level of 70% of the targets set will be required for the Performance Shares to vest at the end of the accrual period, with a maximum achievable level of 150% in an overachievement scenario. Any intermediate achievement levels will be weighted by interpolation of the values established between the corresponding levels.
These targets, their relative weighting and their evaluation process may be reviewed by
the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors.
The Performance Shares under the PS Plan will be settled at the end of March of the year following the end of the accrual period, provided that: (i) the CEO maintains his relationship with the Company, regardless of whether it is commercial or employmentbased, and independently of whether or not he is performing executive duties; and (ii) he has achieved the aforementioned minimum achievement level of 70% of the established targets.
In financial year 2024, the Company awarded the CEO an initial amount of 89,803 Performance Shares (the result of dividing the target amount by Almirall's average share listing price of 8.63 euros). The final number of Performance Shares will vest following the end of the three-year accrual period corresponding to the first cycle of the PS Plan on 31 December 2026, in view of the level of achievement of the aforementioned targets. The final number of vested Performance Shares will be settled in March 2027.
A.1.7 Main features of long-term savings schemes. Among other information, state the contingencies covered under the schemes, whether they are defined-contribution or defined-benefit, the annual contribution to be made to defined-contribution schemes, the benefit to which beneficiaries are entitled in the case of defined-benefit schemes, the conditions for vesting of economic rights in favour of directors, and the compatibility thereof with any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director.
Also state whether the accrual or vesting of any of the long-term savings plans is linked to the achievement of certain targets or parameters related to the director's short- and long-term performance.
Not applicable.
A.1.8 Any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director, whether the cessation is at the will of the company or the director, as well as any class of agreement entered into, such as exclusivity, post-contractual non-compete, continuance in office or loyalty agreements, that entitle the director to any payment.
The services agreement with the CEO establishes that Mr Gallardo Piqué will be entitled to gross severance pay equivalent to 100% of his fixed annual remuneration provided that: (i) the agreement is terminated at the end of any of the successive annual extensions to the initial effective period of two years; (ii) the agreement is terminated by mutual consent or unilaterally by the Company, provided that such termination occurs as from the third effective year of the agreement; or (iii) the agreement is terminated unilaterally by the CEO, but only if that termination is the result of (a) the Company's serious and wilful breach of the obligations included in the relevant agreement, or (b) the change of control of the Company, assignment or disposal of all or a significant part of its business or assets and liabilities to a third party, or its becoming part of another business group. On an exceptional basis, the CEO will not be entitled to the aforementioned severance pay in cases (i) and (ii) where Mr Gallardo Piqué retains a commercial or employment-based relationship with the Company. Nor will the CEO be entitled to receive the aforementioned severance pay due to termination by mutual consent or unilaterally by the Company when such termination is due to the CEO's serious breach of his legal or bylaw-mandated duties and obligations, of the internal rules of the Company or of the Almirall Group, of instructions issued by the Board of Directors, or of the obligations established in his services agreement.
Beyond the foregoing, the relevant agreement does not include other undertakings such as exclusivity, post-contractual non-compete and retention or loyalty clauses that would entitle the director to any form of payment.
A.1.9 State the terms and conditions that must be included in the contracts of executive directors performing senior management duties. Include information regarding, among others, the term, limits on termination compensation amounts, continuance in office clauses, notice periods, and payment in lieu of the aforementioned notice periods, and any other clauses relating to hiring bonuses, as well as compensation or golden parachutes due to early termination of the contractual relationship between the company and the executive director. Include among other things any non-compete, exclusivity, continuance in office or loyalty, and post-contractual non-compete clauses or agreements, unless they have been explained in the preceding sub-section.
As a continuation of the statements in the previous section, the following information is added in this section:
A.1.10 Explain the nature and estimated amount of any other supplementary remuneration that will be accrued by the directors during the current financial year as consideration for services provided other than those inherent to their position.
Certain directors invited to the Strategic Review Meeting, if held in the current financial year, may receive remuneration for their participation in this event.
A.1.11 Other remuneration items such as any deriving from the company granting the director advances, loans, guarantees or other remuneration.
Not applicable.
A.1.12 Explain the nature and estimated amount of any other scheduled supplementary remuneration not included in the preceding sub-sections, whether paid by the entity or another entity of the group, that will be accrued by the directors during the current financial year.
Not applicable.
Not applicable.
.
A.3 Provide a direct link to the document featuring the company's current remuneration policy, which must be made available on the company's website.
a6c7f50f-5fbc-0595-3372-630674c0cdb1
A.4 Taking into account the information provided in section B.4, explain how the shareholders' votes at the general meeting at which the annual remuneration report for the previous financial year was submitted for a consultative vote have been taken into account.
At the General Shareholders' Meeting for financial year 2024, 82.06% of votes cast out of the total shareholders in attendance in person and by proxy were in favour of the resolution regarding the consultative vote on the Annual Director Remuneration Report, representing an increase of approximately 3.5 percentage points compared to the percentage achieved in 2023. This increase reflects more support for the remuneration policies applied for the Board of Directors, which are subject to continuous review and improvement by the Company, always taking into account the comments and suggestions of the Company's shareholders, proxy advisors and various stakeholders. In this regard, this Annual Remuneration Report reflects the application of the new Remuneration Policy approved by the shareholders at the Company's General Shareholders' Meeting on 10 May 2024, which was prepared based on the best market standards in terms of corporate governance and also taking into account the feedback and recommendations of the Company's shareholders, proxy advisors and various stakeholders, responding to the main concerns expressed by shareholders in previous years. In this regard, the main reason for dissent on the part of Almirall's shareholders on the Annual Remuneration Report was the participation of the CEO in the SEU Plan which, as indicated above, has been replaced by the PS Plan, the design and operation of which is aligned with best market practices in corporate governance. Almirall restates its commitment to maintain a fluid relationship with the different actors in the market and to take into account their concerns and expectations when preparing the annual report on remuneration of the members of the Company's board of directors and submitting it for approval at the General Shareholders' Meeting.
B.1 .1 Explain the process followed to apply the remuneration policy and determine the individual remuneration outlined in section C of this report. This information will include the role of the remuneration committee, the decisions taken by the board of directors and, if applicable, the identity and role of external advisors whose services have been used in the process of applying the remuneration policy during the last financial year.
In accordance with the provisions of the Regulations of the Company's Board of Directors, it is for the Appointments and Remuneration Committee to propose to the Board of Directors the policy for the remuneration of directors and other senior managers or those who perform their senior management duties and directly report to the board, executive committees or executive directors, as well as the individual remuneration and other contractual conditions of the executive directors, and to endeavour to ensure the observance thereof. For its part, the Board of Directors is responsible for proposing the policy on remuneration of members of the Board of Directors to the shareholders at the General Shareholders' Meeting, and they are responsible for approving it.
In financial year 2023, Mr Carlos Gallardo Piqué was ratified in the position of CEO that he had held on an interim basis since November 2022. As a result of his ratification and within the framework of the then-applicable remuneration policy (approved by the Company's shareholders at the General Shareholders' Meeting 2022), on 5 May 2023 a series of changes to his services agreement were approved, details of which are included in the Annual Remuneration Report for financial year 2023, and which remain effective at the present date.
Additionally, in the exercise of its duties and upon a proposal from the Appointments and Remuneration Committee, the Board of Directors resolved at its meeting held on 16 February 2024 to increase the remuneration received by directors of the Company in their capacity as such within the current maximum limit of remuneration of the members of the Board of Directors, which was approved by the shareholders at the General Shareholders' Meeting 2022 and has not been amended. A benchmark study of the level of annual remuneration of board members at Spanish listed companies, including all of the companies making up the Ibex 35 index, was taken into account in order to implement this increase.
Almirall's shareholders approved a new Director Remuneration Policy at the General Shareholders' Meeting held on 10 May 2024. The new policy maintained the remuneration conditions previously established for the CEO as a result of the amendment to his contract following his ratification as CEO and introduced the new Performance Shares Plan, a new multiyear variable remuneration system applicable to the CEO, which replaced the SEU Plan in effect until that time. The new Remuneration Policy also reflects the aforementioned increase in the remuneration received by the directors in their capacity as such.
As a result, two remuneration policies were applied consecutively during financial year 2024. From 1 January to 9 May 2024, the remuneration policy approved by the Company's shareholders at the General Shareholders' Meeting 2022 was in effect, and the new Remuneration Policy, approved by the shareholder at the General Shareholders' Meeting on 10 May 2024, was in effect from 10 May 2024 to 31 December 2024
The amounts and items received by the directors during financial year 2024 pursuant to the above may be summarised as follows:
The directors received a fixed sum in their capacity as such. Additionally, the relevant directors received additional gross annual remuneration for being members of the Audit, Appointments and Remuneration, or Dermatology Committees, and the corresponding directors also received additional gross annual remuneration for their work as chairs of the foregoing committees (in addition to their remuneration for membership of the corresponding committee). The positions of Chair and Vice-Chair of the Board of Directors were also remunerated with a fixed gross annual amount for the performance of those duties. Board members who are part of the Governance Committee, or also chair it where applicable, as well as the coordinating independent director, did not receive remuneration for such work during 2024. Moreover, the CEO waived his additional remuneration as a member of the Dermatology Committee.
During financial year 2024, with effects from the General Meeting held on 10 May 2024, Sir Tom McKillop resigned as a director of the Company within the category of other external director, and hence also from his positions of Vice-Chair of the Company's Board of Directors and member of the Appointments and Remuneration Committee. The shareholders at the aforementioned General Meeting also approved the appointment of Ms Eva Abans and Mr Ugo Di Francesco as independent directors of the Company. Additionally, at the Board meeting on 10 May 2024, Ms Eva Abans was appointed member and chair of the Audit Committee, Mr Ugo Di Francesco was appointed member of the Appointments and Remuneration Committee, and Mr Enrique de Leyva Pérez was appointed Vice-Chair of the Board (ceasing to be chair of the Audit Committee).
In addition, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.
The amounts received by each director in their capacity as such and for their membership of any committees during 2024 are reflected in the tables in section C of this Report:
– Sir Tom McKillop: 95,000 euros, comprising 60,000 euros in his capacity as an external director, 15,000 euros for his position as Vice-Chair of the Board and 20,000 euros for his membership of the Appointments and Remuneration Committee.
– Mr Antonio Gallardo Torrededía: 100,000 euros, comprising 60,000 euros in his capacity as a proprietary director and 40,000 euros for his membership of the Audit Committee.
independent director and 45,000 euros for her membership and chairmanship of the Appointments and Remuneration Committee.
Additionally, it is stated that Mr Ugo Di Francesco received 23,626.37 euros and 9,450.55 euros, respectively, for attending meetings of the Board of Directors and of the Appointments and Remuneration Committee as a guest and prior to his appointment as a director of the Company.
The CEO was remunerated as follows for the performance of his executive duties: (i) fixed remuneration in the amount of 775,000 euros, corresponding to the performance of his duties as CEO; (ii) an annual Bonus amount accrued in 2024 and payable in 2025 of 826,086 euros; and (iii) 89,803 initial Performance Shares delivered in 2024, whose final number will vest, if applicable, in 2026, depending on the target achievement level during the Accrual Period corresponding to the first cycle of the PS Plan and which will be payable, if applicable, in 2027.
In addition, the CEO received certain components of remuneration in kind, including life insurance and a company car (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance), amounting to EUR 17,098.6. The Company has also taken out civil liability insurance for its directors.
B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the financial year.
There has been no deviation from the established procedure.
B.1.3 Please disclose whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Please quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.
No temporary exceptions have been applied.
B.2 Explain the different actions taken by the company concerning the remuneration scheme and how they have contributed to reducing exposure to excessive risk and aligning the system to the company's long-term objectives, values and interests, including a reference to the measures taken to ensure that the accrued remuneration has taken into account the company's long-term results and an appropriate balance has been achieved between the fixed and variable remuneration components, what measures have been taken about those categories of staff whose professional activities have a material impact on the entity's risk profile, and what measures have been taken to avoid conflicts of interest if any.
The Company's different actions taken in relation to the remuneration system to reduce exposure to excessive risks and adjust it to the Company's targets, values and long-term interests have been stated in section A.1 of this report.
In terms of the CEO's remuneration, the current remuneration system gives significant weight to medium and long-term components and to variable components, as opposed to fixed remuneration. In terms of the balance between the fixed and variable components of remuneration, we refer to the explanation of the remuneration mix included in section A.1.2 of this report.
B.3 Explain how remuneration accrued and consolidated during the financial year complies with the provisions of the current remuneration policy and, specifically, how it contributes to the long-term and sustainable performance of the company.
Also, please report on the relationship between remuneration obtained by directors and results or other short- and long-term performance measures for the entity, explaining where applicable how fluctuations in the company's performance may have influenced fluctuations in director remuneration, including accruals the payment of which is deferred, and how they contribute to the company's short- and long-term results.
During financial year 2024, the remuneration of the directors in their capacity as such and for their performance of executive duties was structured in accordance with the provisions of the framework established in the By-Laws and the remuneration policy in effect at any given time.
Fixed remuneration was paid to the directors in their capacity as such on a quarterly basis, in addition to the sums agreed for the duties of Chair and Vice-Chair of the Board of Directors and of CEO. The variable and multiyear remuneration of the CEO, including the application of the PS Plan, is also in line with the principles established in the remuneration policy in effect at any given time.
The total remuneration accrued by the directors in their capacity as such has not exceeded the upper limit of 2,500,000 euros approved by the shareholders at the Company's General Shareholders' Meeting held in May 2022, which has not been amended, and which is set forth in the remuneration policy in effect at any given time.
The applicable remuneration policy establishes the remuneration of each category of director, taking into account the duties and responsibilities allocated to each of them, whether they are members or chairs of Board committees and other objective circumstances. In the opinion of the Appointments and Remuneration Committee, the remuneration amounts paid to the directors in their capacity as such, which as previously stated were updated in February 2024, are competitive in comparison with those paid by other listed companies that are comparable to Almirall.
The remuneration of the directors pursuant to the applicable remuneration policy is reasonably proportionate to the position of the Company, its financial position, the market standards in terms of remuneration levels for comparable Spanish companies and the dedication of the Company's directors, maintaining an adequate balance among the various remuneration components and fostering the Company's long-term profitability and sustainability, incorporating the required safeguards to avoid an excessive assumption of risks or the rewarding of unfavourable results. This ensures that the interests of the directors are aligned with those of the Company and its shareholders, without compromising the independence of the directors.
In addition, the CEO's remuneration maintains a reasonable balance between fixed and variable components. The variable remuneration (both the Bonus and the PS Plan) is linked to the achievement of specific targets, taking into account the medium and long term and contributing to the sustainable long-term performance of the Company.
The CEO's remuneration in kind is also aligned with the customary range for the market and sector in which the Company does business.
B.4 Report on the result of the consultative vote of the shareholders at the general meeting on the annual report on remuneration for the previous financial year, stating the number of abstentions and negative, blank and affirmative votes cast in respect of such report:
| Number | % of total |
|---|---|
| Votes cast | 165,503,608 | 79.03 | |
|---|---|---|---|
| Number | % of total | ||
| Negative votes | 29,356,294 | 17.73 | |
| Votes in favour | 135,815,730 | 82.06 | |
| Blank votes | ----- | ----- | |
| Abstentions | 331,584 | 0.20 | |
| Comments |
B.5 Explain how the fixed components accrued and consolidated during the financial year by the directors in their capacity as such have been determined, their relative proportion for each director and how they have varied with respect to the previous year
The fixed components of director remuneration, including their relative proportion for each director, are in line with the explanations in sections A.1 and A.1.3.
With respect to the previous financial year and upon a proposal from the Appointments and Remuneration Committee, Almirall's Board of Directors resolved at its meeting on 16 February 2024 to increase the remuneration received by its directors in their capacity as such, within the maximum limit established in the old Remuneration Policy. This increase has been reflected in the new Remuneration Policy, which has been in effect since its approval on 10 May 2024.
During 2024, therefore: the fixed remuneration of executive directors increased by 10,000 euros; that of proprietary directors increased by 10,000 euros; that of independent and external directors increased by 10,000 euros; and that of executive directors increased by 15,000 euros, all compared to the previous year. Additional remuneration for membership of the Audit, Appointments and Remuneration, and Dermatology Committees increased by 10,000 euros, and remuneration for chairing any of those committees increased by 5,000 euros, all compared to the remuneration received in the previous year.
Additionally, during financial year 2024, several changes took place within the Board of Directors and the composition of its committees, as described in section B.1.1.
B.6 Explain how the salaries earned and consolidated, during the year ended, by each of the executive directors for the performance of management functions have been determined, and how they have varied with respect to the previous year.
The fixed salary accrued by the CEO is in line with his corresponding services agreement, as in force at any given time, and as established in the current Remuneration Policy.
In 2024, the CEO's fixed remuneration was set at 775,000 euros per annum, the same amount as in the previous year.
B.7 Explain the nature and main features of the variable components of the remuneration schemes accrued and consolidated during the last financial year.
In particular:
exercise said options or financial instruments, including the price and exercise period.
The variable remuneration is only applicable to Mr Carlos Gallardo Piqué, in his capacity as CEO. In particular, the short-term variable components are specified in the annual Bonus.
The current CEO receives variable annual remuneration (Bonus). The Target Bonus Amount, which would be the amount corresponding to the achievement of 100% of the targets, will be set by the Board of Directors for each financial year during the first five months of the year, and will amount to between 50% and 100% of the fixed remuneration of the Chief Executive Officer, having been set at 90% for the financial year 2024.
The Target Bonus Amount is adjusted based on the achievement level ranging from 0% to 150% of the targets set by the Board of Directors for each financial year, and it could hence amount to 1,046,250 euros in a scenario of overachievement of the established targets. Finally, this amount will be adjusted in accordance with a multiplier linked to the Company's EBITDA for the specific financial year, which could result in the Bonus amount increasing (or decrease, as the case may be) by up to 20% and therefore reaching a maximum of 1,255,500 euros.
For financial year 2024, upon a proposal from the Appointments and Remuneration Committee, the Board of Directors set certain targets that were related and linked to the Company's objective results, with a weighting of 100% of the Bonus target amount. The targets linked to objective results are divided in turn into: business results, with a weighting of 70% (which is further divided into net sales level (30%), and launch of Ebglyss and Ilumetri Growth Plan (40%)); innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.
The evaluation of the degree of achievement of the aforementioned targets in the financial year 2024 accrual period produced the following results:
The objective results are further divided into (a) business results, with a weight of 70%; (b) innovation roadmap, with a weight of 10%; (c) sustainability, with a weight of 10%; and (c) cultural transformation, with a weight of 10%.
(a) Business results (70%)
The Board of Directors established three performance measures regarding Almirall's business results to determine the achievement level of this target. The performance measures, their relative weighting and their achievement level in financial year 2024 were as follows:
All milestones have been achieved on schedule and some have led to an improvement in the conditions established. Consequently, the degree of compliance with this performance measure has been assessed with a 3.
(iii) Ilumetri Growth Plan: This indicator has a 10% weighting. The milestones linked to the Ilumetri growth plan whose achievement is assessed as part of this performance measure and which will lead to a 100% achievement level for this indicator are related to: (i) net sales targets for 2024, which will have a 40% weighting; (ii) growth of market share in IL-23 class, which will have a weighting of 40%; and (iii) decision-making on key initiatives, which will have a 20% weighting and are related to the defence of prices in Germany, the start of the German NIS (Q4 2024) and the approval of the pan-European NIS (Q3 2024) and started before the end of the year, the approval of the LCM strategy by the end of April 2024, the confirmation of the road to 300 million euros and the implementation of the COGS reduction plan.
All milestones were achieved within the established timeframes and some have led to an improvement in the conditions established. As a result, this performance measure received an achievement level score of 3.
(b) Innovation Roadmap (10%)
The Board of Directors established certain performance measures regarding Almirall's research and innovation activities to determine the achievement level of this target. The performance measures, their relative weighting and their achievement level in financial year 2024 are listed below. There will be overachievement of the indicators if they are achieved before the established target or at a higher quality level.
As a result, the Innovation Roadmap target had an achievement level of 117.5%, resulting in a score of 4.
(c) Sustainability (10%)
The Board of Directors established certain performance measures to determine the achievement level of this target. The performance measures and their achievement level for financial year 2024, with a weight of 100%, are related to the level of compliance with the 2024 targets of the KPIs included in the ESG Dashboard approved in June 2024 by the Board of Directors (ESG Dashboard), and the maintenance of the current level of excellence in the external ESG ratings (Sustainalytics, Ecovadis and CDP). A 100% compliance rate will be achieved for this indicator if all 2024 targets for the KPIs included in the ESG Dashboard are met and the level of external ESG ratings is maintained. More than 50% of the KPIs included in the ESG Dashboard have exceeded the 2024 targets. In addition, external ESG ratings have been improved.
As a result, the Sustainability target received a score of 5.
(d) Cultural Transformation (10%)
The Board of Directors established certain performance measures regarding Almirall's research and innovation activities to determine the level of achievement of this target. The performance measures, their relative weighting and their level of achievement in financial year 2024 were as follows:
a) Effectiveness of the management team. This measure has a relative weight of 50%. The performance milestone is related to the result of the Top Team Effeciveness Survey and the 360º Feedback Survey, reaching 100% compliance with this indicator if the action plan derived from the results of the Top Team Effeciveness Surveys is developed for Q1 2024, the actions foreseen in the plan for Q4 2024 are carried out, the actions foreseen in the plan for Q4 2024 are implemented and the results of the 360º Feedback Survey are implemented. by Q1 2024, the actions foreseen in the plan by Q4 2024 are implemented, the results of the surveys by Q4 2024 are improved and the existing IDP and check-ins to track progress with the direct leader are enriched by updating the existing IDP by Q1 2024. Milestones have been reached in the first quarter, the forth quarter, the forth quarter and the first quarter of 2024, respectively.
All milestones have been achieved on schedule. Consequently, the degree of compliance with this performance measure has been assessed with a 3.
b) ECCAs, transformation and cultural pulse. This measure has a relative weight of 50%. The performance milestone is related to the implementation of the ECCAs, the involvement of the teams by the management team in the transformation of the culture and the result of the cultural pulse survey (eSat), and Recommend. A 100% compliance rate for this indicator will be achieved if implementation of all ECCA action plans is completed by Q4 2024. Examples of activities implemented to embed the desired culture are provided, and results in the Culture Pulse Survey (eSat ≥78) and Recommend (≥77) are improved.
All milestones have been achieved on schedule or to the desired standard, as applicable, and the compliance conditions set have been exceeded. Accordingly, the degree of compliance with this performance measure has been assessed with a 4.
As a result, the Cultural Transformation target received a score of 4.
The weighted achievement level for the objective results in 2024 was hence at 3.4, which equals an achievement rate of 104%.
Thus, the accrued Bonus amounted to a total of 725,400 euros. This amount is equivalent to the annual value of the bonus resulting from a 104% compliance rate.
This amount is adjusted in turn in accordance with the EBITDA multiplier, which, with 106.94% achievement, results in a multiplier equivalent to 113.88%, producing a total Bonus amount of 826,086 euros for 2024.
Variable remuneration is only applicable to Mr Gallardo Piqué in his capacity as CEO. In particular, the long-term variable components are specified in the Performance Share Plan.
Under the PS Plan, the CEO may receive multiyear variable remuneration payable both in cash and through the delivery of shares of the Company once a certain target measurement period has been completed and depending on the level of achievement of those targets.
The PS Plan operates in overlapping cycles of three (3) years, starting on 1 January of the first year and ending on 31 December of the third year. At the start of each cycle, the Company will award the CEO a certain number of Performance Shares, each of which will be equivalent to a share of Almirall or to its market value on the PS Plan settlement date. The Performance Shares do not give their holder the status of a shareholder of the Company or any political or economic rights linked to that status.
The initial number of Performance Shares is the result of dividing the target annual amount allocated to the CEO (set at 775,000 euros) by the average price of Almirall's shares for the first 10 days of trading in the corresponding financial year. The number of Performance Shares that will vest at the end of each accrual period will range from 70% to 150% of the Performance Shares initially awarded depending on the level of achievement of certain targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee. The setting of the final number of Performance Shares between the lower and upper limits of the range will depend on the level of achievement of the targets set for the PS Plan, with a required minimum achievement level of 70%. The maximum number of Performance Shares will accrue if the target achievement level is equal to 150%.
The final Performance Shares will vest at the end of the Accrual Period provided that: (i) the CEO maintains his link with the Company, regardless of whether the relationship is commercial or employment-based and independently of whether he performs executive duties, without prejudice to the applicable exceptions of suspension or removal from office; and (ii) the CEO has attained a minimum achievement level of 70% of the targets set.
Pursuant to the foregoing, Almirall awarded the CEO an initial number of 89,803 PSs in 2024 (the result of dividing the target amount by Almirall's average share listing price of 8.63 euros).
As explained in detail in section A.1.6, payment is in the following form: 40% of the PSs are settled in cash, and 60% of the PSs are settled in Almirall shares. Clawback and retention clauses are also established.
The number of Performance Shares that will vest with a charge to the 2024-2026 accrual period depends on the level of achievement of the CEO's targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, which are divided into five metrics that will be evaluated at the end of the accrual period.
The performance indicators include the following:
The business performance indicators listed above establish a minimum threshold of 70% to accrue PSs and can be subject to overachievement up to 150%. Any intermediate achievement values will be weighted by interpolation of the values established between the corresponding levels.
These targets, their relative weighting and their evaluation process may be reviewed by the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors.
Finally, for the long-term variable components, the CEO received a provisional number of 72,995 SEUs in 2023. The final number of SEUs awarded in 2024 after the target measurement period was 73,251 SEUs. The SEUs will vest and settle in 2027, subject to the CEO maintaining an employment or business relationship with the Company. Accordingly, although the SEU Plan is no longer in effect and no further SEUs will vest thereunder, there will be an overlap in the settlements under the SEU Plan and the current PS Plan. In this regard, Performance Shares accruing in respect of the 2024-2026 period will be settled, if applicable, in March 2027, in which year SEUs accrued in respect of the 2023-2024 period will also be settled.
B.8 State whether certain accrued variable components have been reduced or reclaimed (malus/clawback), when payment of non-vested amounts has been deferred in the former case, or consolidated and paid in the latter case, based on information that has later been clearly proven to be inaccurate. Describe the amounts reduced or returned due to the application of malus/clawback clauses, why they have been enforced and the financial years to which they correspond.
Not applicable.
B.9 Explain the main features of the long-term savings schemes whose annual equivalent amount or cost is included in the tables in Section C, including retirement and any other survival benefit, either partially or wholly financed by the company and whether funded internally or externally, stating the type of scheme, whether it is definedcontribution or defined-benefit, the contingencies it covers, the conditions for consolidation of economic rights in favour of directors, and the compatibility thereof with any class of indemnity for early termination or cessation of the contractual relationship between the company and the director.
Not applicable.
B.10 Explain, if applicable, the indemnities or any other class of payment arising from early cessation, whether at the will of the company or the director, or from the termination of the contract on the terms provided therein, accrued and/or received by the directors during the last financial year.
Not applicable.
B.11 State whether there have been significant amendments to the contracts of those performing senior management duties as executive directors and explain them, if applicable. Also explain the main terms and conditions of new contracts signed with executive directors during the financial year, unless already explained in section A.1.
Not applicable.
B.12 Explain any supplementary remuneration accrued by the directors as consideration for services provided other than those inherent to their position.
Directors Mr Seth Orlow, Mr Ugo di Francesco and Ms Alexandra Kimball were paid 8,000 euros each for their participation in the Strategy Review Meeting 2024, a service they provided not in their capacity as directors but as experts.
B.13 Explain any remuneration arising from the grant of advances, loans and guarantees, stating the interest rate, the essential features thereof and any amounts reimbursed, as well as the obligations assumed under the guarantee.
Not applicable.
B.14 Describe the remuneration in kind accrued by the directors during the financial year, briefly explaining the nature of the different salary components.
The CEO has received a life insurance and a company car during 2024 (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance) in the amount of 17,098.6 euros. The Company has also taken out civil liability insurance for its directors.
B.15 Explain the remuneration accrued by the director under payments made by the listed company to a third-party entity in which the director provides services, when said payments are intended to remunerate the services thereof within the company.
Not applicable.
B.16 Explain and detail the amounts accrued during the year in relation to any other remuneration item other than those listed above, whatever its nature or the group entity paying it, including all benefits in any form, such as when it is considered a related-party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director, explaining the amount granted pending payment, the nature of the consideration received and the reasons why it would have been considered, where appropriate, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued under "other items" in section C.
Not applicable.
| Name | Classification | Accrual period year 2024 |
|---|---|---|
| Sir Tom McKillop | Other External Director | From 01/01/2024 to 10/05/2024 |
| Mr Enrique de Leyva Pérez | Coordinating Independent Director | From 01/01/2024 to 31/12/2024 |
| Dr Karin Dorrepaal | Independent Director | From 01/01/2024 to 31/12/2024 |
| Mr Antonio Gallardo Torrededía | Proprietary Director | From 01/01/2024 to 31/12/2024 |
| Mr Carlos Gallardo Piqué | Executive Director | From 01/01/2024 to 31/12/2024 |
| Dr Seth J. Orlow | Independent Director | From 01/01/2024 to 31/12/2024 |
| Dr Alexandra B. Kimball | Independent Director | From 01/01/2024 to 31/12/2024 |
| Ms Eva-Lotta Allan | Independent Director | From 01/01/2024 to 31/12/2024 |
| Mr Ruud Dobber | Independent Director | From 01/01/2024 to 31/12/2024 |
| Mr Ugo Di Francesco | Independent Director | From 10/05/2024 to 31/12/2024 |
| Ms Eva Abans Iglesias | Independent Director | From 10/05/2024 to 31/12/2024 |
C.1. Complete the following tables concerning the individual remuneration of each director (including remuneration for the performance of executive duties) accrued during the financial year.
i) Remuneration accrued in cash (in thousands of €)
| Name | Fixed remuneration |
Attendance fees |
Remuneration for membership of board committees |
Salary | Short-term variable remuneration |
Long-term variable remuneration |
Indemnity | Other items |
Total financial year 2024 |
Total financial year 2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| Sir Tom McKillop | 75 | 20 | 95 | 170 | ||||||
| Ms Karin Dorrepaal | 100 | 40 | 140 | 120 | ||||||
| Mr Antonio Gallardo Torrededía | 60 | 40 | 100 | 80 | ||||||
| Mr Carlos Gallardo Piqué | 90 | 775 | 826 | 15 | 1,706 | 1.533 | ||||
| Dr Seth J. Orlow | 100 | 45 | 8 | 153 | 130 | |||||
| Mr Enrique de Leyva Pérez | 132 | 42 | 174 | 130 | ||||||
| Dr Alexandra B. Kimball | 100 | 40 | 8 | 148 | 133 | |||||
| Ms Eva-Lotta Allan | 100 | 45 | 145 | 130 | ||||||
| Mr Ruud Dobber | 100 | 40 | 140 | 120 | ||||||
| Mr Ugo Di Francesco | 64 | 26 | 8 | 98 | - | |||||
| Ms Eva Abans Iglesias | 64 | 29 | 93 | - |
Comments
The CEO waived his additional remuneration as a member of the Dermatology Committee. The amount under 'Short-term variable remuneration' corresponds to the bonus for the financial year 2024.
During financial year 2024, several changes took place within the Board of Directors and the composition of its committees, as described in section B.1.1. In addition, it is noted that Mr. Ugo Di Francesco received 33,076.92 euros for attending the February 2024 meetings as a guest and prior to his appointment as a director of the Company, as also described in section B.1.1, which are not included in the above table.
Directors Mr Seth Orlow, Mr Ugo di Francesco and Ms Alexandra Kimball were paid 8,000 euros each for their participation in the Strategy Review Meeting 2024, a service they provided not in their capacity as directors but as experts, which is entered in the 'Other items' column. In addition, in order to allow for comparability with the total for financial year 2024, the total for financial year 2023 for director Ms Alexandra Kimball has been adjusted to include a payment for services rendered as an expert amounting to 12,758 euros.
Lastly, certain amounts corresponding to the remuneration in kind received by Mr. Carlos Gallardo in 2024, corresponding to life insurance, have been transferred to section C.1.a).iv) of this report and are not included in this table, maintaining in the previous column 'Other items' for said director only the amounts in cash of said remuneration in kind. In order to allow comparability with the total for financial year 2024, the total for financial year 2023 has been adjusted to not reflect the amount received in 2023 for the director's life insurance amounting to 2,217.74 euros.
| Financial instruments at start of financial year t |
Financial instruments granted during financial year t |
Financial instruments consolidated during financial year t | Instruments mature but not |
Financial instruments at end of financial year t |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Name of Plan | No. of instruments |
Equivalent no. of shares |
No. of instruments |
Equivalent no. of shares |
No. of instruments |
Equivalent/consolidated no. of shares |
Price of consolidated shares |
Net Return on consolidated shares or financial instruments (thousands of €) |
Equivalent no. of shares |
No. of instruments |
Equivalent no. of shares |
| Mr Carlos Gallardo Piqué |
SEU Plan 2023 | 73,251 | 73;251 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 73,251 | 73,251 |
| Mr Carlos Gallardo Piqué |
PS Plan 2024 | 0 | 0 | 89,803 | 89,803 | 0 | 0 | 0 | 0 | 0 | 89,803 | 89,803 |
Comments
In financial year 2023, the CEO received a provisional number of 72,995 SEUs. The final number of SEUs awarded in 2024 following the target measurement period was 73,251 SEUs, equivalent to 100.35% achievement of targets. The SEUs will vest and be settled in 2027, subject to the CEO maintaining a commercial or employment-based relationship with the Company.
In addition, in financial year 2024 the Company awarded the CEO an initial sum of 89,803 Performance Shares (resulting from dividing the target amount by the average listing price for Almirall's shares of 8.63 euros). The final number of Performance Shares that will vest at the end of the three-year accrual period that will end on 31 December 2026, which will be settled in 2027, will depend on the level of achievement of the PS Plan targets during said period.
| Remuneration for consolidation of savings scheme rights |
|
|---|---|
| No information |
| Contribution in financial year by company | (thousands of €) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nombre | Savings schemes with consolidated economic rights |
Amount of accumulated funds (thousands of €) Savings schemes with non consolidated economic rights |
||||||||
| Financial year 2023 | Financial year 2022 | |||||||||
| Financial year 2024 |
Financial year 2023 |
Financial year 2024 |
Financial year 2023 |
Schemes with consolidated economic rights |
Schemes with non consolidated economic rights |
Schemes with consolidated economic rights |
Schemes with non consolidated economic rights |
|||
| No information |
| Comments | |
|---|---|
| Not applicable |
| Name | Item | Remuneration amount |
|---|---|---|
| Mr Carlos Gallardo Piqué |
Life insurance | 2 |
Not applicable.
Comments
| Name | Fixed remunerati on |
Attendance fees | Remuneratio n for membership of board committees |
Salary | Short-term variable remuneration |
Long-term variable remuneration |
Indemnity | Other items | Total financial year 2024 |
Total financial year 2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| No information |
i) Remuneration accrued in cash (in thousands of €)
Not applicable.
Comments
| Financial instruments Financial instruments at start of year n granted during year n |
Financial instruments vested during the year | Instruments matured but not |
Financial instruments at end of year 2024 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Name of plan | No. of instruments |
No. of equivalent shares |
No. of instruments |
No. of equivalent shares |
No. of instruments |
No. of equivalent/vested shares |
Price of vested shares |
EBITDA from vested shares or financial instruments (thousands of euros) |
i d No. of instruments |
No. of instruments |
No. of equivalent shares |
| Sin datos |
Not applicable.
Comments
iii) Long-term saving schemes
| Remuneration from vesting of rights |
|---|
| to savings schemes |
| No information | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Contribution for the year by the company | (thousands of euros) | ||||||||
| Name | Savings schemes with vested economic rights |
Savings schemes with non vested economic rights |
Amount of accrued funds (thousands of euros) |
||||||
| Financial year Financial year 2024 2023 2024 |
Financial year 2024 |
Financial year 2023 |
|||||||
| Financial year | Financial year 2023 |
Schemes with vested economic rights |
Schemes with non vested economic rights |
Schemes with vested economic rights |
Schemes with non vested economic rights |
||||
| No information |
Comments
Not applicable.
| Name | Concept | Amount of remuneration |
|---|---|---|
| No information |
Comments
Not applicable.
The summary must include the amounts corresponding to all remuneration items included in this report that the director has accrued, in thousands of euros
| Remuneration accrued in the Company | Remuneration accrued in group companies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Total cash remuneration |
Net return on consolidated shares or financial instruments |
Remuneration for savings schemes |
Total cash remuneration |
Net return on consolidated shares or financial instruments |
Remuneration for savings schemes |
Total cash remuneration |
Net return on consolidated shares or financial instruments |
Remuner ation for savings schemes |
Total cash remuneration |
Net return on consolidated shares or financial instruments |
| Mr Antonio Gallardo Torrededía |
100 | 100 | 100 | ||||||||
| Mr Carlos Gallardo Piqué |
1,706 | 2 | 1,708 | 1,708 | |||||||
| Dr Seth J. Orlow | 153 | 153 | 153 | ||||||||
| Mr Enrique de Leyva Pérez |
174 | 174 | 174 | ||||||||
| Ms Eva-Lotta Allan | 145 | 145 | 145 | ||||||||
| Mr Ruud Dobber | 140 | 140 | 140 | ||||||||
| Ms Karin Dorrepaal | 140 | 140 | 140 | ||||||||
| Ms Alexandra Kimball | 148 | 148 | 148 | ||||||||
| Mr Ugo Di Francesco | 98 | 98 | 98 | ||||||||
| Ms Eva Abans Iglesias |
93 | 93 | 93 | ||||||||
| Sir Tom McKillop | 95 | 95 | 95 | ||||||||
| Total: | 2,992 | 2 | 2,994 | 2,994 |
C.2 Please describe the evolution over the last five years in the amount and percentage variation in the remuneration earned by each of the directors of the listed company during the year, the consolidated results of the company and the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.
| Total amounts accrued and % annual variation | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financial year 2024 |
% Variation 2024/2023 |
Financial year 2023 |
% Variation 2023/2022 |
Financial year 2022 |
% Variation 2022/2021 |
Financial year 2021 |
% Variation 2021/2020 |
Financial year 2020 |
||
| Executive Directors | ||||||||||
| Mr. Carlos Gallardo Piqué | 1,708 | 11 | 1,534.8 | 245.6% | 444 | 242% | 130 | 41% | 92,5 | |
| External Directors | ||||||||||
| Sir Tom McKillop | 95 | -44.1% | 170 | -4.5% | 178 | 4.7% | 170 | 0% | 170 | |
| Ms. Karin Dorrepaal | 140 | 16.7% | 120 | 0% | 120 | 0% | 120 | -2% | 122.5 | |
| Mr. Antonio Gallardo Torrededía | 100 | 25% | 80 | 0% | 80 | 0% | 80 | 0% | 80 | |
| Dr. Seth J. Orlow | 153 | 17.7% | 130 | -5.8% | 138 | -20.7% | 174 | 20% | 145 | |
| Mr. Enrique de Leyva Pérez | 174 | 33.8% | 130 | 0% | 130 | 0% | 130 | 2% | 127.5 | |
| Dr. Alexandra B. Kimball | 148 | 11.3% | 133 | 3.9% | 128 | 0% | 128 | 66.2% | 77 | |
| Ms. Eva-Lotta Allan | 145 | 11.5% | 130 | 4% | 125 | -2.3% | 128 | 113.3% | 60 | |
| Mr. Ruud Dobber | 140 | 16.7% | 120 | -6.3% | 128 | 88.2% | 68 | - | 0 | |
| Mr Ugo Di Francesco | 98 | - | 0 | - | 0 | - | 0 | - | 0 | |
| Ms Eva Abans Iglesias | 93 | - | 0 | - | 0 | - | 0 | - | 0 |
| Consolidated results of the Compan | 26,498 | -254% | (17,191) | -155% | 31,027 | 442% | (9,085) | -111% | 79,238 |
|---|---|---|---|---|---|---|---|---|---|
| Average remuneration of employees | 118 | 7% | 110 | 2% | 108 | 6% | 102 | 4% | 98 |
For financial year 2024, the variation for Sir Tom McKillop is due to his resignation as a director of the Company, and hence from his positions of Vice-Chair of the Company's Board of Directors and member of the Appointments and Remuneration Committee, becoming effective on 10 May 2024.
Additionally, the variation for Mr Enrique de Leyva Pérez for the 2024 financial year is due to his appointment by the Board of Directors on 10 May 2024 as Vice President of the Board (without prejudice to his resignation as president of the Audit Committee).
On the other hand, the total amounts accrued have been modified, and the annual variation percentage has been adjusted accordingly, for fiscal years 2023 (for Dr. Alexandra B. Kimball), 2022 (to Mr. Ruud Dobber, Dr. Alexandra B. Kimball, Dr. Seth J. Orlow, and Sir Tom McKillop), 2021 (to Ms. Eva-Lotta Allan, Mr. Ruud Dobber, Dr. Alexandra B. Kimball, and Dr. Seth J. Orlow), and 2020 (Dr. Alexandra B. Kimball, and Dr. Seth J. Orlow), to reflect the perception of certain payments for services rendered as experts, including attendance at past editions of the Strategy Review Meeting, as well as to allow comparability with the total amounts accrued and percentage of annual variation for the year 2024.
Provide a brief description of any significant aspects relating to director remuneration that it has not been possible to include in the other sections of this report but which require inclusion to provide more complete and reasoned information on the company's remuneration structure and practices concerning its directors.
Not applicable.
This annual remuneration report was approved by the Company's Board of Directors at its meeting held on 21 February 2025.
Indicate whether any directors voted against or abstained about the approval of this Report
| Yes | No | X | |
|---|---|---|---|

Informe de auditor referido a la "Información relativa al Sistema de Control Interno sobre la Información Financiera (SCIIF)" de Almirall, S.A. correspondiente al ejercicio 2024

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Barcelona)
A los administradores de Almirall, S.A.
De acuerdo con la solicitud del Consejo de Administración de Almirall, S.A. (la "Sociedad") y con nuestra carta propuesta de fecha 19 de junio de 2024, hemos aplicado determinados procedimientos sobre la "Información relativa al SCIIF" adjunta en el apartado F del Informe Anual de Gobierno Corporativo de Almirall, S.A. correspondiente al ejercicio 2024, en el que se resumen los procedimientos de control interno de la Entidad en relación a la información financiera anual.
El Consejo de Administración es responsable de adoptar las medidas oportunas para garantizar razonablemente la implantación, mantenimiento y supervisión de un adecuado sistema de control interno así como del desarrollo de mejoras de dicho sistema y de la preparación y establecimiento del contenido de la Información relativa al SCIIF adjunta.
En este sentido, hay que tener en cuenta que, con independencia de la calidad del diseño y operatividad del sistema de control interno adoptado por la Entidad en relación a la información financiera anual, éste sólo puede permitir una seguridad razonable, pero no absoluta, en relación con los objetivos que persigue, debido a las limitaciones inherentes a todo sistema de control interno.
En el curso de nuestro trabajo de auditoría de las cuentas anuales y conforme a las Normas Técnicas de Auditoría, nuestra evaluación del control interno de la Entidad ha tenido como único propósito el permitirnos establecer el alcance, la naturaleza y el momento de realización de los procedimientos de auditoría de las cuentas anuales de la Entidad. Por consiguiente, nuestra evaluación del control interno, realizada a efectos de dicha auditoría de cuentas, no ha tenido la extensión suficiente para permitirnos emitir una opinión específica sobre la eficacia de dicho control interno sobre la información financiera anual regulada.

A los efectos de la emisión de este informe, hemos aplicado exclusivamente los procedimientos específicos descritos a continuación e indicados en la Guía de Actuación sobre el Informe del auditor referido a la Información relativa al Sistema de Control Interno sobre la Información Financiera de las entidades cotizadas, publicada por la Comisión Nacional del Mercado de Valores en su página web, que establece el trabajo a realizar, el alcance mínimo del mismo, así como el contenido de este informe. Como el trabajo resultante de dichos procedimientos tiene, en cualquier caso, un alcance reducido y sustancialmente menor que el de una auditoría o una revisión sobre el sistema de control interno, no expresamos una opinión sobre la efectividad del mismo, ni sobre su diseño y su eficacia operativa, en relación a la información financiera anual de la Entidad correspondiente al ejercicio 2024 que se describe en la Información relativa al SCIIF adjunta. En consecuencia, si hubiéramos aplicado procedimientos adicionales a los determinados por la citada Guía o realizado una auditoría o una revisión sobre el sistema de control interno en relación a la información financiera anual regulada, se podrían haber puesto de manifiesto otros hechos o aspectos sobre los que les habríamos informado.
Asimismo, dado que este trabajo especial no constituye una auditoría de cuentas ni se encuentra sometido a la normativa vigente en materia de auditoría de cuentas en España, no expresamos una opinión de auditoría en los términos previstos en la citada normativa.
Se relacionan a continuación los procedimientos aplicados:

Como resultado de los procedimientos aplicados sobre la Información relativa al SCIIF no se han puesto de manifiesto inconsistencias o incidencias que puedan afectar a la misma.
Este informe ha sido preparado exclusivamente en el contexto de los requerimientos establecidos por el artículo 540 del Texto Refundido de la Ley de Sociedades de Capital y por las Circulares de la CNMV a los efectos de la descripción del SCIIF en los Informes Anuales de Gobierno Corporativo.
KPMG Auditores, S.L.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.