Annual Report • May 18, 2020
Annual Report
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Head Office: Edifício Península, Praça do Bom Sucesso, n.º 105 a 159 – 9.º andar,
4150 – 146 Porto
Share Capital : 36.000.000 €
Registered at the Porto Commercial Registry Office under registration and tax identification number 501669477
(to approve at Shareholder´s General Meeting)
| • MANAGEMENT REPORT |
3 |
|---|---|
| • CORPORATE GOVERNANCE REPORT |
50 |
| • SUSTAINABILITY REPORT |
107 |
| • FINANCIAL STATEMENTS |
155 |
Having peaked in mid-2018, world growth entered a period of less expansion, with a slowing of activity in the manufacturing industry and in investment. Recent data from the Central European Bank shows that the situation reached relative stability towards the end of 2019, in an atmosphere of increased trade wars between economic blocks, of political instability in some regions and uncertainty regarding the development of Brexit.
The growth of world GDP fell from 3.6% to 2.9% in 2019, reflecting a slowing of the most advanced economies in the world, and of China, and counterbalanced by the recovery and increased growth of the most important emerging economies.
The USA's GDP grew by 2.3% in 2019 based on favourable financial conditions and increases in private consumption, sustained by a robust labour market, with inflation at around 2%.
The Euro Zone grew 1.2% in 2019 sustained by favourable lending conditions, new gains in terms of employment and salary increases, a slightly expanding budget policy and steady external demand.
In 2019 the Chinese economy maintained a trajectory of gradual slowing down, that set at 6.1%, reflecting the reduction on exports and of investments, within a framework of the progressive implementation of structural reforms that tend towards a reduction in the weight of foreign trade in the economy.
The GDP of the UK grew by 1.3% in 2019. Following contraction in the second quarter, the economy bounced back, albeit modestly, towards the end of the year. Uncertainty related to Brexit limited short-term growth and conditioned long-term perspectives, depending on the nature of post-Brexit deals to be negotiated with the European Union.
The Japanese economy grew by 1.1% in 2019, a moderate growth, as a consequence of the robustness of the labour market and internal demand, as well as the favourable monetary policy and the impact of the Tokyo Olympics.
Recently published figures from the Portuguese Central Bank and the National Statistics Institute indicate that the Portuguese economy grew by 2% in 2019, pointing to a slowdown of economic activity and reflecting a steadily vibrant internal demand – amongst which the acceleration of the GFCF stands out – and a slower growth of exports, due to less favourable external demand.
The slowing of growth in exports and industrial activity contrasts with the growth in the services sector, that has allowed for a continuation of a favourable situation in the labour market. Employment is expected to continue to grow, but at a progressively slower rate and the unemployment rate will therefore continue to diminish, from 7% in 2018 to a projected 5.6% in 2021.
The expected evolution of internal and external demand will be offset, however, by an increase in imports higher than that of exports, leading to deficit in the goods and services balance, following the surpluses registered between 2013 and 2018.
Inflation, measured according to the variation rates of the HICP, diminished significantly in 2019, from 1.2% to 0.3%, reflecting a steep drop in the price of energy.
Following significant growth in 2018 (3.1%), private consumption slowed to 2.3% in 2019, due to more moderate growth of employment and stabilisation of salary growth.
GFCF continues to be the most dynamic component in terms of spending, with corporate investment holding a special place. The strong growth of 7.3% in 2019 is closely linked to construction, especially in the residential sector and in large scale infrastructure projects, some of which benefitted from European funding.
Recent data from the OECD and the Bank of Spain point to a 2% increase in Spanish GDP in 2019, with more moderate expansion expected for the next three years, against a backdrop in which internal demand will continue to be the main engine of growth, but at a lower pace than was registered over the past years.
Decisions regarding consumption of durable goods and corporate and residential investment, that had been postponed during the crisis, were at the root of the economic upturn, in a recovery process that progressively wore itself out, which goes a long way to explaining the slowing down of internal demand, in its different components.
The reduction in external demand in the Spanish economy also contributed to a more moderate growth, but less so than in other developed EUM economies, given the lower dependence of the services sectors in regards to the fluctuations of the manufacturing industries, that are more dependent on the international markets.
The inflation rate, measured according to HICP, remains at low levels.
Job creation remained steady over 2019, but at a more moderate pace when compared to the previous year.
Despite improvements since 2014, the public debt ratio remained high in 2019 (96.6. The longterm reduction of public debt requires additional measures of budget consolidation and keeping up higher growth rates.
Recent figures from BPI RESEARCH indicate that the Angolan economy contracted 1.1% in 2019, postponing the recovery for a fourth consecutive year.
The economic performance was strongly conditioned by the fragility of the oil sector, in a year in which average daily output dropped by 7.7%, to an average of 1.36 million daily barrels. The average price of the oil barrel fell 10.9% in 2019 to 63 dollars, contributing to a decrease in export earnings of 17.8% and of 15.8% in tax revenue. The Strategy of the National Oil and Gas Agency (ANPG) has been to auction 50 new blocks for oil drilling until 2025, nine of which in 2020, including three in the Congo and three in the Cuanza basins.
The fall in oil production and prices and the limited availability of foreign reserves led to a considerable depreciation of the Kwanza in 2019. In 2020-2021 the Kwanza is expected to continue to lose value, but at a slower rate.
Despite a drop until the end of 2019, inflation is expected to increase in 2020 due to the impact of the devaluation of the currency, the introduction of VAT, price increases of some merchandise and the withdrawal of subsidies for oil and derivatives.
The Government has been meeting the structural and economic challenges of the country head on. The agreement reached with the IMF and the World Bank is a good example of a strategy aimed at promoting more inclusive growth and improving governance. It includes a more flexible exchange policy, tax consolidation measures (elimination of fuel subsidies, implementation of VAT, among others) as well as measures aimed at improving the health and banking sectors. Some strategic investments, such as the beginning of construction of a tram system in Luanda and the installation of an automobile assembly unit in the Luanda-Bengo Special Economic Zone (ZEE) are being negotiated and planned. However, some significant risks remain, that could condition the growth of the economy, particularly the volatility of oil prices, the deterioration of the external environment and the difficulties that pertain to a transition to a less oil-dependent economy.
The global outlook for 2020 pointed to a shallow recovery of world economic activity.
The current situation, brought on by Covid-19, is certainly cause for concern and will require special attention, since its impact is real and serious, although still unclear and unpredictable.
As of the adoption of new accounting rules, on 1 January 2019, regarding leases - IFRS16 -, the group has chosen to apply the modified retrospective method in its consolidated accounts, according to which historical figures are not updated.
To make the figures easier to compare, and since there have been no changes to the way Ibersol evaluates the operational performance of its business, the following analysis does not apply the IFRS16.




Number of Units per Country Number of Employees


Net Debt Interest Coverage


| Capex | Investments in tangible and intangible assets and investments in acquisitions |
|---|---|
| Net Financing Costs | Interest + commissions - income from debto related investments |
| EBIT | Operacional Results |
| EBITDA | Operating results less depreciation, depreciation and impairment losses of fixed assets, Goodwill and Al |
| Net Debt | Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current investments, and other long-term financial applications |
| Gearing | Net Debt / (Net debt + Equity Capital) |
| EBIT Margin | EBIT / Turnover |
| EBITDA Margin | EBITDA / Turnover |
| Interest Coverage | EBITDA / Net Financing Costs |
| Turnover | Sales + Services Rendered |
Our day-to-day work at the Ibersol Group is made up of effort, dedication and a constant struggle to be up to the challenges and responsibility that comes from being a large player in the restaurant sector and, at the same time, a major job creator.
We are aware of how important our group is to the lives of many people and it is with that in mind that we open the doors of our restaurants to our clients, every day, from the north to the south of Portugal, Spain and Angola.
It is this enthusiasm that guarantees us the recognition of all the Stakeholders, Clients, Partners, Suppliers, Investors and Civil Society, day in and day out.
2019 was a particularly important year for us, as we completed our 30th anniversary, and we did so with the same passion and stamina with which we started this journey. We continued with the expansion plan that we have been implementing over the past two years, especially for brands such as Burger King and KFC.
Burger King, in particular, experienced notable growth, and the group has now reached 100 restaurants in Portugal. This growth rate is unprecedented for a modern restaurant brand in our country and represents an enormous challenge.
Our clients represent a very important part of our existence and we cannot lose sight of the fact that they are becoming increasingly demanding in terms of product, service, hygiene and general restaurant atmosphere. At every point of their consumption they are looking for a striking experience.
To add to this, our products and services are subject to an increasing level of scrutiny, constantly being evaluated and shared on social media. This is a global trend, part of the new "permanently connected" reality in which the consumer is constantly sharing his or her experiences, either through comments or images. This content sharing increasingly leads to smart shopping behaviours, in which influencers determine the consumption patterns of other consumers.
Against this backdrop we have continued along a path of operational excellence – using the tools at our disposal and the commitment of the whole team – that has helped us to overcome challenges in an increasingly changing society, with new consumption habits and new behaviours on the part of consumers.
Of equal importance is the paradigm shift that has resulted from the appearance and consolidation of aggregators and their impact on the delivery market.
The growth in sales in 2019 is a reflection of this new reality, although a group such as ours, of course, will always attempt to achieve a balance between internal sales and those generated by these new channels.
Equally important, in 2019, was our investment in the international Taco Bell brand, that we expect to become another important part of our portfolio.
In Spain, following the acquisition of the EOG, in 2016, we set ourselves to meeting and overcoming the natural challenges that come from the integration and fusion of two companies with very different cultures.
Spain is a country with a large market, in which we believe we will continue to be a big player, despite the many challenges ahead for which we need to be prepared.
In Angola the socio-economic framework remained uncertain and therefore we our approach has been to sustain the operation, both for KFC and for PH, but withholding any further expansion until the uncertainty clears.
In terms of our global operations, a word also about the importance of our teams, our staff, who have been crucial in living up to the expectation of our Clients. This is why training is an increasingly strategic pillar of our Group. It is a Human Capital challenge, because at the same time we need to train and retain talent at all levels, as well as being able to rejuvenate our teams.
The Ibersol Group has created thousands and thousands of jobs, is respected by its international partners and is composed of a fantastic team, renowned for its dedication and performance.
We expect 2020 to be a very challenging year in all the markets in which we operate, but the current situation brought on by the Covid-19 pandemic has introduced an unprecedented degree of uncertainty. We are going to have to overcome the difficulties that result from a long lockdown and the gradual reactivation of business, and this will require a change in our management processes, since the impact is going to be significant and will have lasting consequences.
We are optimists, and we know what we are capable of, so we know that we can overcome this hurdle together, with everybody's support and dedication.
Business was marked by strong growth in most of our brands in Portugal, partly driven by expansion, namely Burger King's, which has passed the barrier of 100 establishments in Portugal, as well as steep growth in delivery, through the use of aggregators that have allowed us to enlarge the territorial scope of home delivery for the group's different brands.
The Travel and Catering segments also grew significantly, due to the beginning of operations in new concessions and the positive performance of the Catering segment, which benefited from the organisation of larger scale events.
Towards the end of the year, Ibersol Group made the Taco Bell ring out in Portugal, inaugurating two restaurants of this famous brand, inspired by Mexico in a Californian setting and owned by the YUM Group. With over 7.000 restaurants all over the world, Taco Bell is a reference in terms of Mexican style food.
This new chain started off with two Taco Bells – one in the Norteshopping and another in Almada Forum – and both have been very well received by Portuguese consumers.
Following a strategy of expansion and portfolio evaluation, several Pizza Hut, Burger King and KFC restaurants were also opened, and different brands of the group's portfolio, both in Portugal and in Spain were refurbished.
Throughout 2019 the Group kept up the work that had begun two years ago, of implementing a loyalty programme for its brands, in partnership with the Continente Card, the country's largest discount card in Portugal. This is a strategic and differentiating project in the modern restaurant industry.
In Spain the Travel segment continues to be a great challenge for the Group. Over the year 19 new restaurants have been converted to their final formats. The group has opened almost all the restaurants which were adjudicated to it in the tenders of the Barcelona, Gran Canária, Málaga and Alicante airports.
Also in Spain we made progress in the convergence of corporate cultures and have focused on unifying the IT systems and analysis and organization methods, as well as quality and certification processes, and analysis and report methods.
We are a business made "by People and for People".
In our pursuit of constantly striving to do more and better, we highlight the launching of the Ibersol Academy – a more global, inclusive and modern Academy, capable of training staff from different regions and endowing them with the skills that the group most needs at this time in order to develop its businesses.
In conclusion, this was a year of strategic investments, including the opening of new concepts with permanent refurbishments and the consolidation of the Burger King brand as a major player in its segment, thanks to the energy of the Ibersol Group.
Holdings at 31 December 2019

Consumers are increasingly demanding in relation to the experiences that brands provide. Which is why we make sure that all our brands have a varied offer, providing consumers with different experiences in terms of quality and flavour. From breakfast to lunch, day in, day out, whatever the meal, whatever the occasion, we provide our customers with well-being and a balanced diet.
This is why we developed the Viva Bem (Live Well) programme (website and blog), where we try to interact responsibly with the customer, providing information on the nutritional composition of Ibersol's products, on allergens and on how to enjoy a balanced diet and healthy lifestyle.
Customers are the Ibersol Group's raison d'être, and so they are given full attention.
Our staff know that at the end of the day it is the customer who pays their salary and all the rest of our costs.
That is why Ibersol always aims to meet customer expectations, anticipating trends, satisfying needs and presenting increasingly solid options.
The development of our staff has improved significantly and reflects our growing importance on the market. Our presence at job-fairs has been strengthened, with a new and bolder image, in line with Ibersol Culture and Values.
At a time of constant and increasingly fast digital transformation, the Ibersol Group has consolidated its presence on social media, creating and maintaining corporate pages on Instagram, Facebook and LinkedIn that allow us to strengthen our ties with a variety of stakeholders, and sharing with them where we stand and where we wish to go.
Our company is currently recognised as a "Life School" and continues to invest in the training of its staff. This investment has taken shape in the "Ibersol Academy", a global, inclusive and modern institution, capable of endowing our staff, regardless of where they are from, with the skills that the market most values at this time.
At the Ibersol Group we foster a network of emotional relations and trust, which is established between staff and customers at every working moment. This network is an integral part of the Group's DNA.
To that end, the Group continuously invests in its teams' skills, especially those of the Unit Managers and Shift Managers and in their accountability for interaction with the customers. These same Managers who make it possible to more quickly identify any changes in the consumption profile, "reading" the changing expectations and realities and relaying them, so that they are incorporated into new value propositions.
The Ibersol Group has an organised supply chain which ensures the quality of the products it sells, from supply to sale, including logistics.
This is a single, homogeneous body, which works efficiently every day through an active quality and certification policy, including NP EN ISO 9001: Quality Management Systems and the NP EN ISO 22000: Food Safety Management Systems standard certificate, covering the management of the food chain of the Group's restaurant operations, based on the activities carried out in the various markets in which it operates.
The centralisation of the supply chain which supports the operation in Portugal, Spain and Angola, allows for gains in efficiency and productivity both in terms of the processes themselves, and in the relationship with business partners.
One of the group's principles is not to sacrifice quality for the sake of price, ever. As such, through continuous improvements to the processes for managing resources and assets, Ibersol aims to maintain lasting and consistent relations with its suppliers.
An active quality, safety and certification policy, allows the Ibersol Group to strengthen its position as a major player in the restaurant sector. Its discipline and thoroughness enable it to continue to carve a path of excellence, and accumulate certifications for the quality of its operations, customer service and food safety, both in Portugal, Spain and Angola.
As far as the Ibersol Group is concerned, the certifications confirm and highlight the engagement and dedication of its teams in everything they do.
In 2019 the Ibersol Group remained on this path of continuous improvement, in tune with the principles of the norms according to which it is already certified.
In particular we'd like to stress the certification of the Group's central production unit – Ibergourmet - Produtos Alimentares, SA (UCP Modivas) – an extremely demanding GFSI norm, in terms of food safety standards: FSSC 22000 (Version 4.1) – scope: Ready to eat and ready to heat combined products and meals, sliced, fried, cooked including "sous vide", grilled, stewed, roasted, baked, packed in thermoformed plastic packages, with or without vacuum, thermosealed plastic bags with MAP, flexible plastic bags sealed, vacuum and MAP, at room temperature, chilled or frozen. (Category CIII)
The following certifications were also renewed:
NP ISO's 9001:2015, 14001:2015 e NP 4397:2008/OHSAS 18001:2007(*1): HEAD OFFICE: Management of the Ibersol Group's Restaurant Operations and VOG: Restaurant Catering Services.
NP EN ISO 22000:2005 Portugal: Head Office – Management of the Ibersol Group's restaurant operations food chain; - NP EN ISO 22000: Food Safety Management Systems in Portugal, within the scope of Management of the Food Chain of the Ibersol Group's Restaurant Operations; Restaurant/catering Services in the restaurants: Catering Estádio do Dragão; Pizza Hut-KFC-Cockpit Drinks & Tapas-Especially Terminal 1 Lisbon Airport; Burger King Alameda Shopping; Kiosks Café Alameda Shopping; KFC Alameda Shopping; Pizza Hut Alameda Shopping; Pans&Company Alameda Shopping; Burger King Colombo; Pizza Hut Colombo; Pans&Company Colombo; KFC Colombo; Burger King Norteshopping; KFC Norteshopping; Pasta-Caffé Norteshopping; Pizza Hut Norteshopping; Miit Norteshopping; Pans&Company Norteshopping; Pizza Hut Foz; Pizza Hut Matosinhos; Vog Tecmaia; Blu CoffeeShop; KFC CascaisShopping; Burger King Cascais; KFC Fórum Montijo and KFC Amadora.
NP EN ISO 22000:2005 Angola: Ibersol Angola logistics chain and restaurant operations: KFC Avenida, KFC Belas Shopping, KFC Benfica, KFC Benguela, KFC Che Guevara, KFC Drive Thru Luanda Airport, KFC Morro Bento, KFC Nova Vida, KFC Zango, Pizza Hut Nova Vida; Logistical operations at Multiparques Rangel.
NP EN ISO 9001:2015 and NP EN ISO 22000:2005 Eat Out/Spain: Supply Chain management for the Ibersol/Eat Out Group restaurant operations; Restaurant services at Pans Sabadell and Ribs Maquinista.
The Ibersol Group continues to consolidate policies for best practices in resource and waste management, as well as separation and valuation of generated waste, which are embodied in an active sustainability policy. This policy, which has proved to have positive collateral effects, has allowed for good results, with significant improvements from one year to the next.
The Group took a fresh look at the teams, energy consumption, consumables, products and waste, and above all, took on board a strong concern for changing processes and ways of doing things.
The "Recycling Used Cooking Oil Programme" is perhaps the greatest example of this sustainable mentality.
Chairman - Dr. António Carlos Vaz Pinto de Sousa
Vice-Chairman – Dr. António Alberto Guerra Leal Teixeira
Member – Professor Doutor Juan Carlos Vázquez-Dodero de Bonifaz
Chairman - Dr. Carlos Alberto Alves Lourenço;
Vice-Chairman - Dr.ª Maria José Martins Lourenço da Fonseca;
Member - Dr. Eduardo Moutinho Ferreira Santos;
Alternate – Dr. Arlindo Dias Duarte Silva;
Chairwoman – Dr.ª Luzia Leonor Borges e Gomes Ferreira;
Vice-Chairwoman –Dr.ª Raquel de Sousa Rocha;
Secretary –Dr.ª Maria Leonor Moreira Pires Cabral Campello;
KPMG & ASSOCIADOS, Sociedade de Revisores Oficiais de Contas, represented by Dr. Pedro Bouça Morais Costa or, as substitute, by Dr. Vítor Manuel da Cunha Ribeirinho
Secretary in Office – Dr. Berenice Príncipe; Alternate Secretary – Dr. Luís Neiva Nunes de Oliveira
The restaurant segment is composed of 203 restaurants which generated a turnover of around 109.7 million euros.
Created in 1958, Pizza Hut has been present in Portugal for 29 years. It is the most comprehensive restaurant brand in the market in Portugal, seeking customer satisfaction at all times in its various services and units and offering unique combinations that give these moments added flavour.
The brand covers the mainland and islands with 98 units in operation and has sold around 6 million pizzas to 12 million customers.
During this year we kept up our Expansion and Refurbishing plan, opening new restaurants in central Leiria, Rio Tinto, in Gondomar and Baixa da Banheira, Moita. The brand also boosted its delivery services, covering 1.75 million residences, including full coverage of the most densely populated markets.
Committed to satisfying the needs of the modern consumer, Pizza Hut maintains a constant effort to modernise and renew the image of its restaurants with a new, more current and welcoming unit design, offering great comfort without neglecting the digital experience required by Customers. Examples include the restaurants in Espaço Guimarães, Marina de Lagos, Forum Castelo Branco, Ferrara Plaza (Paços de Ferreira), Marina de Portimão, Forum Aveiro, as well as important spots in Forum Almada, ArrabidaShopping (V.N de Gaia) and AlgarveShopping (Guia), Valongo, Coimbra (Praça da República) and Gaia Jardim.
In 2019 Pizza Hut invested more strongly in the brand's international communication strategy, aimed at promoting a new and more appealing, modern and current style.
This was also a year for consolidating a global growth strategy, through continued investment in training and maintaining talent and operational excellence, both in terms of service, promoting fully qualified and consistent teams, and in terms of the product, providing new and differentiating experiences.
Investment in innovative and quality products is a top priority in a business which, besides producing three different types of pizza dough every day, using fresh ingredients and 100% Mozzarella cheese, introduced new ingredients, compositions and pizza formats, such as the newly launched BFF "Bites Friends Forever", an offer inspired by one of the brand's greatest successes, Cheesy Bites, now in an individual format, the Ultimate Cheesy, the ideal Pizza for cheese lovers, as well as the relaunching of the Cheesy Bites Pepperoni and Traditional Dough, and new offers such as Country Potatoes with Bacon and Cheese.
The expansion of the Lunch Buffet and the relaunching of MY HUT represent the brand's investment in diversifying offer for weekday consumption.
Regarding home delivery, the strategy rested on launching shared menus with product abundance promotions. Should the client wish to pick up the food at the restaurant, we also have very competitive promotions, that can be shared by two or more people.
The brand has kept up its multiplatform communications strategy, with a constant and strengthened presence in "above the line" media and a stronger digital presence. Digitalisation was one of the more important aspects of the brand and included presenting the Pizza Hut APP. In 2019 the digital channel accounted for almost 50% of orders.
To keep ahead of market trends, Pizza Hut was the first to partner with aggregator delivery platforms.
Pizza Hut customers can place their orders at restaurants, by phone (222 444 222), over the Pizza Hut website, the Mobile APP and also through the television restaurant (@TV) available on the three major cable network operators. Besides this, the brand is also present in the home delivery aggregating platforms.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
2019 was also a year of continuous investment in careers, training processes and retention. In terms of training and certification of our staff, we kept up our commitment to our teams, in a constant effort to create a Culture of Excellence. This commitment translated into the constant skill-building of the teams (as is apparent from the investment in thousands of hours of training) and encouraging career evolution through the "Crescer+", "Developing Champions" and "Preparing Champions" programmes, as well as the @Leading A Shift (LAS) programme, aimed at Management teams and the strengthening of the ACE Programme (Assured Customer Experience – which promotes a more complete and wide-ranging operational approach).
In a constant search to improve operational efficiency through digitalisation processes, we began the implementation of "MY HACCP" a digital Checklist tool to replace the daily shift management tool that controls legal requirements in terms of food safety.
We also took important steps in terms of road safety and prevention, training 317 of our distribution and restaurant management team members, in a partnership with local police in Lisbon, Porto, Braga and Coimbra. The main goal was to raise collective awareness regarding road hazards for two-wheel vehicles, to diminish accidents and safeguard our staff.
In the field of social responsibility, Pizza Hut participated in several community outreach projects, including the Group's "Thanks to Many" initiative, which was held in partnership with the Portuguese Federation of Food Banks.
Also noteworthy is the fact that the restaurants located in Colombo Shopping Centre, Alameda Shop&Spot, NorteShopping, Foz (Porto) and Continente de Matosinhos were once again certified according to the ISO 22000 standard. These are examples of the care and strict requirements that the Brand places on its consumers' food safety.
Angola's macro-economic context continues to place heavy pressure on business, due to a loss of purchasing power resulting from 17.5% inflation rates and a strong devaluation of the Kwanza, 56% in relation to the Euro and 60% in relation to the dollar (these being the references for imports), which in turn has limited the brand's organic growth. Therefore, our operation continued to focus on the only restaurant we operate in the country, Xyami Nova Vida.
In an attempt to circumvent this adversity, we continued to focus on specialised product offers, centred around excellent quality services, following the highest standards of Food Safety and Hygiene.
On the other hand, the strategy of raising prices was below the devaluation of the euro, allowed us to retain a high level of competitiveness in relation to other segments of the restaurant sector.
The brand saw its Marketing plan strengthened, based on modern communication, with its Facebook target-audience rising by 20% to 208 thousand fans. Instagram communication was also initiated, and the remaining communication with clients took place through the GES Portal, through digital tools. Outdoors were used to communicate with potential clients.
In terms of client evaluation, the brand has grown to 85%, one of the highest scores in all of Africa.
The brand's Social Responsibility activities included participation in the hunger relief "AD HOPE" initiative, together with KFC, and a repeat of the Slice of Africa initiative, that brought staff into contact with underprivileged children, to whom were distributed educational kits composed of books and school items.
The brand also took part in cultural events, in partnership with the Embassy of the United States, to commemorate Africanness in America.
Ibersol opened the first three stores in 2017 and by the end of 2019 had five Pizza Huts operating in Spain: four in Vigo, focused on home delivery, and one in the Asturias.
We have continued to consolidate the operation, by maintaining investment in training and operational excellence, both in terms of services – forming complete, qualified, consistent and motivated teams – and of product, providing our clients with a differentiating experience.
To this end, during the year we launched the ACE (Assured Customer Experience) and GES (The Guest Experience Survey) programmes.
During 2019 the brand also invested in new types of innovative and exclusive pizza dough, such as Cheesy Bites, Ultimate Cheesy and the relaunching of Rolling Pizza, as well as new appetizers such as Country Potatoes with Cheese and Bacon.
2019 also saw us expand our delivery services, in partnership with aggregator platforms Glovo and Deliveroo, which led to deeper marker penetration.
This was also an important year in terms of road safety and prevention, with the implementation of the Yellow Helmet for the whole distributing team.
This programme was imported from the Portuguese market and is aimed at raising awareness about the dangers associated to driving two-wheel vehicles, increasing the visibility of drivers and contributing to a drop in accidents, thereby contributing to the safety of our distributors.
Pasta Caffé – a chain of restaurants specialising in Italian food – ended 2019 with 6 restaurants.
We adjusted some of our restaurant menus, with more traditional Italian offers, to meet the desire expressed by some of our clients for comfort food.
Fast service is essential to many of our clients, which is why we have developed our value offer, known as the "Lunch Buffet", with a wide range of options at very competitive prices. The buffet offer was improved, to better serve the clients who seek out the Pasta Caffé at that time of the day.
The "Seasons" initiative was kept up during the year, allowing us to innovate and test new recipes and compositions, based on the different food families associated to Italy: pastas, pizzas and risottos. These "Seasons" have always been well received by the consumers, and the genuine Italian tastes strengthen the Italian Character.
In 2019, all the teams' training processes were maintained and the NorteShopping unit was recertified according to the NP EN ISO 22000 standard.
With regard to obtaining customer's opinions, we continued to consolidate the "Pasta Experience" programme, an on-line platform where the customer evaluates all the relevant aspects of their experience regarding service and offer, enabling them to make suggestions for improvement.
In the field of Social Responsibility, the Pasta Caffé participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
The brand also began home deliveries in the larger Porto region, through partnerships with aggregator platforms.
Pizza Móvil closed the year with 35 working restaurants.
The year was marked by the need to defend market share, through the launching of new products, the refashioning of value proposals, focused on competitiveness, and an investment in digital communication channels.
During the year the brand also launched new products, to increase its range, and created some unique compositions, both within the pizzas range, with the Pulled Pork Pizza, but also by adding some complements.
Pizza Móvil once again affirmed its communication, freshness and quality through the "Galicia Calidade" seal.
The brand also continues to invest in increasing awareness amongst the young, sponsoring women's football and lending its name to the Pizza Móvil League, sporting the brand on all kits.
Over this year Ribs refurbished several of its restaurants: Maquinista, Plenilunio y Splau and opened a new, self-owned restaurant in the Lagoh shopping centre, in Seville, having closed another in Sagunto.
Ribs – the True American Barbecue is one of Ibersol's most significant brands. It was created in Madrid, in 1991, but in terms of mission, values and know-how it is heir to the El Descanso restaurant, founded in 1968 as the first truly American steakhouse in Spain
The Ribs restaurants are American style family friendly spaces, meant to be authentic American steakhouses and decorated with exclusive articles purchased in markets, fairs and antique shops in the USA.
In 2019 the brand adopted the "live grill" concept, giving more visibility to, and really highlighting its way of grilling meat.
In terms of innovation, the brand continues to launch quality products, with a genuine and innovative offer. In 2019 pride of place went to the You Burger, fully created by the client, and to the mocktails and cocktails range of beverages.
The brand continues to invest in major American celebrations (4 July, Halloween, Thanksgiving Day, among others).
In 2019 Ribs extended its home delivery services to all its self-owned and franchised restaurants, using aggregator platforms and promoting them through specific campaigns.
The Ribs brand works tirelessly to improve its operational excellence and in 2019 it implemented an external quality control system in all its own locations and franchises.
In 2019 the Ribs La Maquinista restaurant saw it's NP ISO 22000 and NP ISO 9001 certifications renewed. Local restaurants use the same processes.
The RIBS brand concept is the "True American Barbecue", and the it boasts one restaurant in Portugal.
All the dishes are prepared on the spot and grilled over 100% holm oak coal, giving them a unique and genuine taste.
The brand has operated in Portugal since 2018 and this year launched a tex mex line in its value proposal, that has led to more interest on the part of clients. This year also saw it begin home deliveries, through aggregator platforms.
In the field of Social Responsibility, Ribs participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
The brand reached the end of 2019 with 13 franchise restaurants and six self-owned restaurants in the Spanish Travel sector, including in the Barcelona, Menorca, Málaga, Fuerteventura and Las Palmas airports.
The Santamaria brand was created in 1998 in Mérida, having begun its expansion through the franchise system in 2001. In 2006 it became part of the Eat Out Group.
Since its creation, Santamaria has evolved and now includes a multi-offer format, which covers all types of meals (breakfast, lunch, tea and dinner), allowing our customers to enjoy good food and good drinks, at any hour of the day.
Without sacrificing the brand's personality and cuisine, a process was initiated to give the restaurants new character and essence: the "Iberian know-how". With this proposal, the brand once again positioned itself as an Iberian specialist, focusing on experience, "savoire faire" and shining the spotlight on the main factor of the Iberian product: flavour! In the new brand identity, both concepts – knowledge and flavour – are mixed, merging the renewed traditional character of the brand with the lifestyle of Spain. Because you need to be familiar with something in order to deliver it new and improved.
The new menu stands out for its Iberian products, starters, salads, main dishes and desserts, all in very original formats of reinvented classical recipes, adapted to modern times. And let us not forget our drinks, which are famous both for their taste and the containers we serve them in.
The brand reached the end of 2019 with 8 restaurants in Spain, of which three are self-owned (all in Barcelona) and 5 are franchised, spread all over Spain.
FrescCo was created in 1994 when its first restaurant opened in Barcelona, and since then it has expanded to the point where there are currently 10 restaurants in Spain. With over 25 years' experience, the brand is 100% engaged in offering its customers a choice of healthy, tasty food, using fresh, seasonal products and preparing dishes and salads inspired by Mediterranean cuisine.
The brand is renowned for offering healthy, natural and balanced food with a fixed price Buffet concept, where customers compose their own meal. The Market Buffet is the new restaurant concept launched by FrescCo in 2016, designed as an evolution of the buffet, where customers can adapt their meals according to their preferences, thanks to a new gastronomic offer based on quality-guaranteed local fresh products, created for Customers who seek a healthy and balanced diet, with the best quality-price relationship. The new establishments also have a Kitchen & Grill area, where customers can enjoy the best pizzas, grilled meat and fish, and hamburgers cooked on the spot, right before their eyes.
The three self-owned restaurants were totally remodelled and have adopted the new Market Buffet concept, which has also begun to be implemented in the remaining restaurants.
The set of brands that the Ibersol Group operates in the counters segment reached the end of 2019 with 332 restaurants and a turnover of 226.8 million euros.
KFC has kept its focus on the 20/20 strategy, initiated in 2015, with the aim of positioning the brand among the leaders in Modern Restaurant Services in Portugal.
The brand reached the end of 2018 with 753 employees and 30 units, including three new restaurants in the cities of Porto and Ermesinde.
Expansion, both in terms of the number of restaurants and home delivery, and the refurbishing of restaurants in Norte Shopping and Vasco da Gama contributed to keeping the brand vibrant and improving sales.
Two major projects left their mark on this year: Integrated Workforce Management (GIFT) and Win On Taste (WOT).
The FIFT project was developed to improve the management of shift schedules in the restaurants.
The Win On Taste programme was successfully launched in several countries by Yum Brands, which manages the franchise on a world level, and was developed in order to increase product quality.
In terms of staff training, the brand also launched the SoGoodToWork@KFC programme, aimed at creating and retaining talent at KFC, as well as to strengthening team leadership skills. The HeartStyles – Leading With Heart programme was also launched so as to train brand team managers to improve their workplace interpersonal relationship skills.
Regarding the brand's value offer, this year saw more activity with the launching of the Megabox and continuous presence in above the line (TV, digital and OOH) communication channels, with campaigns that contributed to a strong increase in brand notoriety. The brand's home delivery services were also improved, through aggregator platforms.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
With regards to Social Responsibility, KFC participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
KFC reached the end of 2019 with 9 restaurants in operation.
Angola's macro-economic context continues to place heavy pressure on business, due to a loss of purchasing power.
To counter these difficulties, we redesigned the brands value offer by creating new product offers and specialised menus (Double Crunch / menu of the day / Wednesday menu / streetwise menu) with very competitive prices.
This year saw the brand begin to operate home deliveries, in a partnership with a local aggregator, which contributed to an increase in sales.
We kept to our policy of launching new products, centred around customer satisfaction through excellent quality services, following the highest standards of food safety and hygiene.
The brand strengthened its digital communications plan, via Facebook and Instagram, having seen its fanbase rise to 330.000. Instagram communication kicked off with 4.800 followers and the rest of the communication continues to take place through the GES Portal, digital tools, outdoors and radio.
We continue to invest heavily in staff training, to improve the know-how of our local employees. Since last year all our restaurant managers are Angolan citizens.
We continued to participate in the AD HOPE hunger relief initiative, as part of our Social Responsibility initiative.
The brand also took part in cultural events, in partnership with the Embassy of the United States, to commemorate Africanness in America.
In October 2019 Ibersol took another step in its internationalisation process, introducing one of its most emblematic brands to Spain, opening the country's first KFC in the Metromar Shopping Centre, in Seville,
With a new image, called K3, boasting counter service, TA and Self Order Kiosks, outside and inside terraces, KFC is revamped and more appealing than ever.
The brand also has a delivery service, using Glovo and UberEats.
Burger King closed the year with 101 restaurants and launched 14 new restaurants, in Albergaria-a-Velha, Bragança, Braga, Praia da Vitória, Santa Maria da Feira, Paredes, Viana do Castelo, Vila Nova de Cerveira, Valongo, Paços de Ferreira, Oeiras, Lourinhã, Marco de Canaveses and Madeira (Santa Cruz), investing mainly in street restaurants, with a Drive Thru.
We continued with our plan to refurbish some of the more dated restaurants in several parts of the country.
Home Delivery was expanded to more restaurants: Gaia Jardim, Forum Viseu, Telheiras, Maia, Anta, Flamenga, Braga Real, Rio Tinto, Alameda Antas, Portalegre, Famalicão, Castelo Branco, Valongo, Quinta do Marquês and Santa Maria da Feira, which can now be added to the Avenida de Roma and Ferreira Borges restaurants in Lisbon, as well as those in Covilhã, Monte dos Burgos and Ponta Delgada, in the Azores.
In 2019 the brand started a home delivery service, in partnership with aggregator platforms.
We continued to invest in the democratisation of consumption, through very competitive and interesting promotions for our clients: the 2 for 5€ or 12 nuggets for 1.99€. At the same time, we innovated in the premium range, launching the Rebel Whopper, a fully vegetarian hamburger.
In 2019 we also focused more on digital communication, revamping our Burger King APP, which can now be used for ordering out. The brand has shown itself to be original and irreverent on social media, to create a stronger connection with its main target.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
With regards to Social Responsibility, Burger King participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
The brand renewed certification according to ISO 22000 norms for 4 restaurants: Alameda Shopping, Norte Shopping, Colombo and Cascais.
The Burger King Spain restaurants operated by the Ibersol Group, reached the end of 2019 with 37 restaurants. Two of these are new and eight others were refurbished.
An important novelty in 2019 was the expansion of home delivery services to aggregator platforms.
During the year almost all the restaurants were fitted with fast ordering kiosks, which were well received by the clients.
In terms of communication, there were some very relevant nationwide campaigns centred on increasing and recovering traffic and supported by strong promotional activity.
Ibersol Group's Spanish Burger Kings were recognised by Burger King International as the Best Burger King Franchise Operators, having obtained the best Operational Audit indicators and the best Customer Satisfaction Evaluations.
Pans & Company in Portugal reached the end of 2019 with 50 units (44 Pans & Company restaurants and six Café Pans kiosks).
During the year, and in keeping with the renovation of the restaurant's look, Pans remodelled another 12 units. At the end of 2019 a total of 39 of the brand's restaurants already sported the new Pans & Company look which, besides a new sales point image, includes an offer of a wide range of cafeteria and pastry products, prepared daily in the restaurants themselves. The investment in the cafeteria segment was bolstered by the conversion of three café stands, operated by the Ibersol Group, into autonomous sales points operated under the Cafe Pans brand, the Pans brand which has the expertise in this segment.
2019 also saw Pans & Company enter the home delivery segment in partnership with aggregator platforms and the consolidation of an agreement with the Sonae Group, which introduced the brand to the Continente Card loyalty programme, as well as a number of campaigns to launch new products (Street Pans, Vertigo Flavours and Veggies & Vegans), supported by investment in above the line communications media so as to strengthen brand notoriety and its leadership position in its segment.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
With regards to Social Responsibility, Pans participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
Founded in 1991, having first opened in Barcelona, Pans & Company is one of the leading brands in the Iberian sandwiches and Coffee & Bakery market, with a presence in the Spanish, Portuguese, Italian and, as of 2019, Moroccan markets.
Pans & Company ended 2019 with 101 restaurants.
The second semester of the year was marked by the launching of a home delivery service, through aggregator platforms and an investment in refurbishment and opening of new restaurants.
In 2019 we refurbished 2 restaurants (one in Xanadú Shopping Centre, in Madrid and the second in the Parque Astur Shopping Centre, in Asturias) and opened nine new ones: Three in the retail channel (Plenilunio SC in Madrid, Lagoh SC in Seville and Denia in Alicante) and six in the Travel channel (three in Barcelona and Malaga airports and two "Café Pans alone" in the Alicante airport and AVE station in Girona).
In the sandwich range, which is the brand's main offer, mention must go to the "Street Pans" innovation campaigns, a trio of authentic "street-food" flavours, "Bocadillho de vertigo", with two 10cm tall recipes, and the relaunching of the "Pans Experience", an innovative and exclusive format.
Additionally, the brand launched "Veggies&Vegans", an exclusive selection of 100% vegetarian and vegan products, mostly made out of vegetable protein and which reflect the brand's commitment to creating innovative offers and improving its leadership position in its segment in Spain.
The Miit brand reached the end of 2019 with 2 operating restaurants, located in Norteshopping and in Colombo Shopping Centre, in Lisbon.
Launched at the end of 2012, Miit is a restaurant proposal centred on the provision of a healthy and balanced offer in the competitive "counter" segment in shopping centres.
As a specialist in grilled meat, the brand aims to be recognised as a tasty and healthy option in shopping centres, offering its customers high quality meats and unique side dishes, such as fruit and grilled vegetables, rustic potatoes or scented rice, for an adequate price.
The concept behind MiiT responds to a trend observed in Portuguese consumers who are increasingly aware of the need to practice a healthy and balanced diet. The brand is also, therefore, part of the Ibersol Group's institutional programme called Viva Bem (Live Well), which provides nutritional information promoting a balanced diet and healthy lifestyle.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
With regards to Social Responsibility, Pans participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
The Miit Norteshopping saw its ISO 22000 quality standard certification renewed.
Towards the end of the year Ibersol launched Taco Bell in Portugal. Taco Bell, owned by the YUM! Group, is a famous Californian chain that serves Mexican inspired food.
Taco Bell's Mexican inspired menu uses the highest quality ingredients, offering a wide variety of flavours, smells and textures. Products are always prepared to serve and use an original combination of fresh and tasty ingredients.
At Taco Bell you can try exclusive products such as Tacos, Burritos, Quesadillas or the innovative Crunchywrap.
The brand is positioned in the fast-food market and has the best quality-quantity-price ratio, aimed at a varied age-range, but especially focused on Millennials and Generation Z.
With over 7.000 restaurants all over the world, Taco Bell is a reference in terms of Mexican inspired food and this is one bell that Ibersol wanted to let the Portuguese hear ring out, inviting them to try the exclusive offers of this successful brand.
This new chain of restaurants started with two venues in Portugal, at Norteshopping and Almada Forum, which were inaugurated on 29 and 30 December, respectively.
The business volume of this group of 124 restaurants totalled 133 million euros.
Business in the Travel channel is carried out in the service stations on motorways and in the Airports and is aimed at travelling clients. The units allocated to this segment are managed according to a multi-brand concept, which means more than one owned or franchised brand operates in the same space, with the aim of satisfying the needs of different consumers at various meal times, through specific concepts.
The motorway service stations are an important segment of activity for the Ibersol Group, which at the end of the year operated 24 units.
Despite a rise in traffic levels, this business segment continues to be strongly affected by the introduction of tolls on the former SCUTS (highways without tolls) and by increasing competition from the service stations with reference to restaurant services.
Sol is the umbrella brand for the urban and long-distance motorway restaurant services, through units with a modern and functional design, food proposals adjusted to the needs of consumers and with services that go well beyond those of conventional restaurants in service stations. In view of the varied profiles of those who visit the Sol units, these spaces are prepared to offer a great experience to all of them.
The Sol units are characterised by their freshly prepared food offers, at accessible prices, personalised and attentive service according to specific brands, adapted to different moments of consumption.
In these units you can find renowned self-owned or franchised restaurant brands.
Go To Coffe & Food is the cafeteria brand which is present in most Sol service stations. This brand is also present in Portuguese airports, where we operate restaurant units. In various locations, especially in cities, the Sol units include renowned international brands such as Burger King, Pans & Company and KFC.
The units also provide a variety of services, such as an independent baby changing room, a lounge area, free Wi-Fi, sockets for charging computers or mobile phones, availability of tablets and daily newspapers for perusal, sale of newspapers, magazines, last minute gifts and drive-thru.
During this year we refurbished the exterior of most of our service stations, rebranding them with the Sol brand and modernized the interior of the international Burger King brand restaurants.
During the year the brand also strengthened its partnership with the Continente Card, launching Menu10, an Ibersol Group loyalty programme based on the Continent Card APP, with unique and differentiating promotional advantages.
With regards to Social Responsibility, Sol participated in various community outreach projects, including the "Thanks to Many" initiative, in partnership with the Portuguese Federation of Food Banks.
The Ibersol Group is one of the main reference operators in Portuguese airports, and is present in the Lisbon, Ponta Delgada, Santa Maria, Funchal and Porto Santo airports, with 25 points of sale, through six of its own concepts – Go To Coffe & Food, Clocks, Nove, Specially, Cockpit Coffe&Tapas and Saudade – and four international franchised brands: Pizza Hut, KFC, Burger King and Go Natural.
The catering of the Ibersol Group, represented by the Palace Catering and Silva Carvalho Catering brands, ended 2019 with a growth in sales relative to the previous year in the Porto and Lisbon markets. Our brands held more than 800 events and served about 530,000 customers.
We were selected to cater to 45 congresses in 2019, including 37 international events. Among these some stand out, such as the Alzheimer's & Parkinson's Diseases Congress (ADPD), which registered the largest sales volume, with about 3,000 participants over four days, followed by the European Association for Osseointegration Congress (EAO), with approximately 3,000 participants over three days and the European Academy of Allergy and Clinical Immunology Congress (EAACI), with around 1,200 participants over 5 days.
Our presence at large events, organised by important clients such as Sonae, Galp, Vodafone, the Bank of Portugal, Mercedes-Benz and Meo, not to mention Super Bock Super Rock, NOS Alive and Portugal Fashion are also worth mentioning.
During the year we consolidated efforts in team training, in areas such as client services, food safety and event safety, and developed animated training videos with a multimedia approach to all these.
The Dragão Stadium catering service and the VOG Tecmaia restaurant were certified according to NP EN ISO 22000 norms.
We consolidated our operation at the Dragão Stadium, serving around 95,000 meals in a total of 28 FC Porto games and several other events held at the club's grounds, including the UEFA Nations League, during which over 10,000 meals were served.
At the beginning of the year we took over the operation of the VOG Tecmaia restaurant, a concession that the Group has had at the Maia Science and Technology Park for 10 years, and where we served 50,000 meals alone in 2019.
In 2019 we also signed a contract with Sporting Clube de Portugal, to concession different parts of the Alvalade XXI Stadium, the João Rocha Sports Arena and the Alcochete Academy.
The Porto University Club, which we have explored exclusively since 2016, continues to be a favourite for our clients. This multifaceted space has hosted a variety of events, from private parties to corporate, and is also home to our restaurant that is open to the public from Monday to Friday, for lunch.
In terms of values and sustainability principles, catering has an active role in supporting humanitarian causes, through the donation of food and meals. In 2019, more than 35,000 meals were donated to various national institutions, such as the Casa da Sopa, in Lisbon and the Coração da Cidade, in Porto.
This division of the group manages 64 restaurant points of sale in Spain, located in 9 airports, three trains stations and other tourist installations.
These points of sale are operated by 28 brands. Some of them are the group's own brands, such as Pans & Company, Café Pans, Ribs and Santamaria, while others were created specifically for this segment, such as Breadway, Caffé di Fiore and Fire&Bread. Finally, other brands are franchised: E.A.T., GoNatural, Coffee Republic, TapaTapa, Central Café, Wok Street and Mussol, among others.
Therefore the Group has the management skills of various restaurant formats which range from Grab&Go to Fine Dining, and including Fast Food and traditional coffee shops.
2019 saw a slowing of traffic in heavily tourist dependent airports, such as the Canaries airports, which witnessed a drop of around 3%. On the other hand, traffic at other airports was up by 5.8%.
The main concern this year was in opening and refurbishing new concessions. We opened 24 restaurants in Barcelona, Alicante and Las Palmas airports and at the Girona train station. The opening of these restaurants implies installing a provisional restaurant whilst the definitive one is set up.
During the year the Group won a new contract for the Barcelona airport, and will be exploring a South American concept franchise.
As of the adoption of new accounting rules, on 1 January, 2019, regarding leases - IFRS16 -, the group has chosen to apply the modified retrospective method in its consolidated accounts, according to which historical figures are not updated. To make the figures easier to compare, and since there have been no changes to the way Ibersol evaluates the operational performance of its business, the following analysis does not apply the IFRS16.
| (Million euros) | 2019 IFRS 16 | 2019 Excl./IFRS16 |
2018 |
|---|---|---|---|
| Operating income | |||
| Sales | 481,8 | 481,8 | 445,6 |
| Rendered services | 3,6 | 3,6 | 4,5 |
| Other operating income | 13,3 | 13,3 | 0.9 |
| Total operating income | 498,7 | 498,7 | 460,0 |
| Custos Operacionais | |||
| Cost of sales | 117,3 | 117,3 | 108,8 |
| External supplies and services | 105,0 | 164.4 | 149.9 |
| Personnel costs | 152,0 | 152,0 | 137,1 |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
86,6 | 32,1 | 29,8 |
| Other operating costs | 4,8 | 4.8 | 3.1 |
| Total operating costs | 465,8 | 470.7 | 428.8 |
| Operating Income | 32,9 | 28,0 | 31,3 |
| EBITDA | 119,5 | 60,1 | 61,0 |
| Net financing cost | 20.7 | 3,2 | 3,0 |
| Gains (losses) in joint controlled subsidiaries - Equity method | 0,1 | 0,1 | 0,0 |
| Gain (loss) on the net monetary position | 0,0 | 0,0 | 1,2 |
| Profit before tax | 12,3 | 24,9 | 29,1 |
| Income tax expense | -5,3 | -2,2 | 4,1 |
| Net profit | 17,6 | 27,1 | 25,1 |
Consolidated operational income amounted to 498.7 million euros, 8.4% higher than the previous year. The EBITDA margin (without IFRS16) for the same period amounted to 60.1 million euros, a drop of 1.5%. The operational results (without IFRS16) amounted to 28.0 million euros, which represents a 10.3% drop in relation to the same period.
The consolidated business volume at the end of the year reached a total of 485.4 million euros, compared to the 450.11 million euros of 2018.
| Turnover | 2019 | ||
|---|---|---|---|
| euro million | % Ch. 19/18 | ||
| Sales of Restaurants | 469,5 | 8.5% | |
| Sales of Merchandise | 12.3 | -4.2% | |
| Services Rendered | 3.6 | -19.5% | |
| Net Sales & Services | 485.4 | 7.8% |
The positive evolution of the restaurant market in Portugal, along with the effects of the openings which took place in 2018 and 2019, contributed to a growth in business volume of 15.3% in Portugal.
Spain saw more moderate growth in consumption in the restaurant market. The year was marked by a reconstruction of business volume in this region, following a reduction in the restaurant share in Barcelona Airport.
The impact of the reduction in the number of concessioned restaurants in this important airport in May 2018, eased towards the end of 2019, with the opening of most of the final infrastructures of the new concessions, which contributed to a 2.4% growth in business volume, including in sales of goods and franchises.

Operations in 2019 are therefore marked by growth in Portugal, which allowed the group to minimise the TWO main impacts which affected its activity:
Because of these effects, consolidated restaurant sales reached 469.5 million euros, which represents an annual increase of 8.5%, compared to the 432.8 million euros of 2018.
| SALES IN RESTAURANTS | 2019 | ||
|---|---|---|---|
| euro million | % Ch. 19/18 | ||
| Restaurants | 109.7 | 7.8% | |
| Counters | 226.8 | 11.0% | |
| Concessions&Catering | 133.0 | 5.0% | |
| Total Sales | 469.5 | 8.5% |
In terms of segments, restaurants showed a growth of 7.8%, which highlights the performance of the Pizza Hut brand and the expansion of Ribs in Spain.
The counters segment, even including the activity of KFC Angola (which dropped around 25%), showed a solid performance, with restaurant sales up to 226.8 million euros, an 11% increase. This growth was supported by (i) the performance of the KFC and BK brands, which remained positive, as in previous quarters, with gains in market share and growth rates influenced by a larger number of operating units (ii) expansion of the home delivery coverage, using aggregators, to a larger number of units in the third quarter.
"Concessions and Catering" businesses registered a 5% increase when compared to the same period last year, due to the positive performance of the Catering activity which benefited from larger events and starting operations in three new concessions during the third quarter.
2019 also saw the conclusion of the full renovation of 19 restaurants to their definitive formats in the new Spanish concessions, which has allowed for a reduction in the negative impacts that resulted from the change in perimeter brought on by the closing and opening of restaurants in the four concessions (Barcelona, Málaga, Las Palmas and Alicante).
Over the year traffic slowed in the Canaries airports, which led to steeper losses in the second semester in the Las Palmas and Fuerteventura concessions, countering the positive performance of the units in these locations.

A total of 23 units were closed during 2019, 21 of which in Spain, including 14 franchises, and two in Italy. This was part of the network readjustment process.
Following the expansion strategy, three more franchises were opened (Pans) as well as 38 self owned restaurants, 23 of which in Portugal (Burger King, Pizza Hut and KFC) and 15 in Spain (BK, Pans, Ribs, KFC) as well as five new restaurants in the new Alicante, Málaga and Girona concessions.
Towards the end of 2019 the group also brought Taco Bell to Portugal, converting 2 restaurants to the famous Mexican food brand.
By the end of the year we were operating 354 own units in Portugal, 183 in Spain and 10 in Angola.

By the end of the year the total number of units – self owned and franchised – was 659, distributed in the following manner:

Other operational income amounted to 13.3 million euros, compared to 9.9 million euros of 2018, due to the positive differences in currency registered in the activities in Angola.
Consolidated operational costs (without IFRS16) amounted to 471 million euros, which represents an increase of 9.8% compared to the previous year, now representing 97.0% of business volume (2018: 95.3%).
The gross margin was 75.8% of the business volume, in keeping with the previous year.
Personnel costs rose 10.8%, above the business increase of 7.8%, representing 31.3% of the turnover (2018: 30,5%).
Three factors contributed to this item: (i) the effect of the rise in minimum wage in Portugal and the revision of collective agreements in Spain (ii) high costs in training due to the opening of new units during the last quarter (iii) operating in provisional spaces and closing periods in the new airport concessions.
Costs with supplies and external services (without IFRS16) amounted to 164.4 million euros, which represents a growth of 9.7% compared to 2018.
The increase of the relative weight of this item (without IFRS16) to 33.9% of turnover, compared to 33.3% in 2018, is largely due to the contractual conditions of new concessions in Spain and costs with home delivery commissions.
Other operational costs amounted to 4.8 million euros and include around 1.4 million euros in fees and taxes and a further 1.9 million in reduction of assets costs, related to the closing and relocation of shops.
Amortisations and impairment losses (without IFRS16) in 2019 amounted to 32.1 million euros, representing 6.6% of business volume, in keeping with 2018.
Recognised impairment losses of tangible and intangible assets amounted to 4.5 million euros.
The EBITDA (without IFRS16) over the period amounted to 60.1 million euros, which compares to 61.0 million of the previous year and equals a reduction of 1.5% compared to 2018. This was heavily influenced by the transition to new concessions in Spain, according to new contractual terms, and the devaluation of the Angolan currency, as mentioned previously.
The gains obtained in Portugal were offset by the reduction of contributions from Spain.
The total EBITDA margin (without IFRS16) was 12.4% of business volume, compared to 13.6% in 2018.
The Net Financing Cost for the year was around 3.2 million euros, around 0.2 million less than in 2018.
The net interest supported (without IFRS16) and the commissions associated to these credit lines amounted to 2.9 million euros, which is equal to an average debt cost of 2.1%. The downward trajectory of the average cost of financing can be attributed to changes in interest rates in Portugal and Spain and the lower weight of the debt in Angola.
The consolidated result before tax (without IFRS16) amounted to 24.9 million euros, representing a reduction of 14.5%, or 4.2 million euros, compared to 2018 (29.1 million euros).
Corporation tax (without IFRS16) in 2019 amounts to -2.2 million euros. Tax benefits of 4.5 million euros for investments in Portugal (according to the CFI) were deducted, and the provisions regarding tax credits resulting from corporation tax calculations of previous years were reversed. The effective tax rate is negative because the tax credits used under the CFI are higher than the income tax.
The net consolidated outcome for the year (without IFRS16) amounted to 27.1 million euros, which, when compared to the 25.1 million euros for 2018 shows an increase of 8.2%.
Consolidated assets (without IFRS16) amounted to 468 million euros on 31 December 2019, representing an increase of 24 million in relation to the 444 million from the end of 2018, the main transactions being:
Consolidated liabilities (without IFRS16) amounted to 244,5 million euros on the 31 December 2019, which represents a slight increase of 3.5 million euros, compared to the final value of 2018.
On 31 December 2019 equity (without IFRS16) amounted to 224 million euros, an increase of 21 million euros compared to the end of 2018.
A total of 3.4 million euros in dividends was distributed to shareholders of Ibersol SGPS during the year.
In 2019, the CAPEX reached the amount of 58 million euros, which corresponds to investments in:
expansion and conversion to definitive formats: opening of 56 new restaurants (38 million euros);
refurbishing: 70 units in Portugal and Spain (15 million euros)
current miscellaneous investments worth 5 million euros.
Operational cash flow (without IFRS16) generated during the year amounted to 57 million euros, which was almost entirely enough for the financial coverage of the CAPEX.
At the end of the year, interest bearing net debt (without IFRS16) amounted to 78 million euros, around 3 million euros higher than the debt at the end of 2018 (74.8 million euros).
Current liabilities (without IFRS16) are 53 million euros higher than current assets (without IFRS16) due to the financial allowance characteristic of this business.
"Gearing (without IFRS16)" (net debt/(net debt+equity)) which stood at 27% at the end of 2018, dropped to 26%.
The "Net debt to EBITDA" (without IFRS16) at the end of 2019 was 1.3 times (1.2 times in 2018) and the EBITDA ratio of interest coverage is 21 times (compared to 18 in 2018).
The group's financial structure continues to prove very solid.
IMF forecasts point to a recession of 8% of GDP for Portugal and Spain, with a partial and slow recovery over the following years, namely in the sectors that depend on flow and circulation of people, as well as airports and shopping centres;
At the end of March Ibersol closed around 75% of its restaurants, restricting operations during the state of emergency to 127 restaurants in Portugal, limited to delivery and take away services;
Against this backdrop and given the impact since mid-March, Ibersol implemented a number of prevention/contingency measures and activated mechanisms to protect available jobs, so as to minimise the negative impacts for the group and its employees;
Later, at the end of April, we opened around 10 restaurants, half of which in Spain, to provide delivery, take away and drive thru.
At this point it is too early to predict the behaviour of consumers when restrictions are lifted, or the evolution of business volume, to quantify the magnitude of the impact of this crisis. As always, we will attempt to adjust costs to the evolution of demand to get the most out of our operation, until the GDP begins to return to its recent levels.
To strengthen the financial structure, the group took out new loans during the first quarter, to the tune of 30 million euros and is negotiating a restructuring of the debt which is due in 2020, as well as additional loans.
Five new restaurants were opened in 2020 and the remaining expansion programme will be adjusted to the evolution of the general situation.
During 2019 Ibersol SGPS, S.A. presented a consolidated net profit of 25,095,257.00 euros and a net profit of individual accounts of 11,081,720.77 euros.
Taking into account the foreseeable evolution of operations and the resulting deterioration of business, the Board has prudently chosen not to distribute dividends, and to approve the following distribution of results:
Legal reserve 554,087.00 € Free reserves 10,527,633.77 €
The World Health Organization on 11 March declared a pandemic associated with the spread of Covid-19, having been declared the "Estado de Alarma" in Spain and immediately afterwards the state of emergency in Portugal. Later, at the end of the month, the same happened in Angola. The state of emergency determined measures to contain the population and the closure of most shops and restaurants.
This situation forced the restaurants to close, leaving only those that had the possibility of making a minimum volume through take-away and delivery.
Although open, the restaurants have been operating below their normal potencial.
It is possible that the conditions for the resumption of activity during the month of May and June are created.
We plan that, in an initial phase, restaurants will work at around 50% of their normal volume, with increasing recoveries until the end of the first half of next year.
To reconcile the abrupt reduction in activity and the protection of employment, the Group's companies activated el ERTE (Expediente de Regulación Temporal de Empleo) in Spain and the simplified and normal lay-off in Portugal.
At the same time, initiatives were taken to reduce costs, renegotiate contracts, including the financial rebalancing of lease contracts and the negotiation of payment terms.
As of December 31, 2019, the Group had approximately 28 million euros of credit lines available but not used. To cover the cash flow deficits, were negotiated additional lines of 30 million euros and refinanced about 15 million euros, during the first quarter of 2020.
Additionally, it is currently in the final contacting process of around 55 million euros, which allows it to reinforce the liquidity shown in the consolidated financial statements of December 31, 2019.
Regarding the recoverability of the assets, we consider it premature to reassess at this moment the conclusions drawn in the preparation of these financial statements.
We admit that the recovery from this crisis will be relatively quick and in the medium and long term that the assumptions do not change.
This Board of Directors would firstly like to thank all employees of the Group for the clear dedication and enthusiasm they showed in dealing with the challenges we faced during this year.
We gratefully acknowledge the trust and preference of our customers, the cooperation of our franchisees, the Banks, as well as our Suppliers and other partners.
We likewise thank all the Shareholders for the trust they continue to place in Ibersol.
The assiduous cooperation and capacity for dialogue manifested by the Audit Committee, Auditors and Statutory Auditor when monitoring and examining the company's management must also be acknowledged.
Porto, 5 may 2020
The Board of Directors
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero
In compliance with paragraph a) of number 1 of the 245th article of the Securities Code, we declare that insofar as we are aware:
The Board of Directors
António Carlos Vaz Pinto de Sousa
______________________________
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero
Declaration of the number of shares and other transferable securities issued by the Company which are owned by members of the administrative and fiscal bodies, or directors, as well as by close relations, under the terms of article 248 B of the Securities Code, and description of the transactions regarding said securities during the year under analysis.
| Board of Directors | Acquisictions/Increases (a) | Sales | Balance at | ||
|---|---|---|---|---|---|
| shares | av pr | shares | av pr | 31.12.2019 | |
| António Alberto Guerra Leal Teixeira | |||||
| DUNBAR- SERVIÇOS E GESTÃO SA (1) | 9 996 | ||||
| Ibersol SGPS, SA | 2 520 | ||||
| António Carlos Vaz Pinto Sousa | |||||
| CALUM- SERVIÇOS E GESTÃO SA (2) | 9 996 | ||||
| Ibersol SGPS, SA | 2 520 | ||||
| (1) DUNBAR- SERVIÇOS E GESTÂO SA | |||||
| ATPS- S.G.P.S., SA (3) |
2 840 | ||||
| (2) CALUM- SERVIÇOS E GESTÃO SA | |||||
| ATPS- S.G.P.S., SA (3) |
2 840 | ||||
| (3) ATPS- S.G.P.S ., SA | |||||
| Ibersol SGPS, SA | 19 767 058 |
Shareholders who own holdings equal to or above 2% of Ibersol – SGPS, SA share capital, calculated according to the terms of article 20 of the Securities Code, in compliance with article 8, #1, line b), of the regulations of the Portuguese Securities Market Commission (CMVM), 5/2008
| Shareholders | nº shares | % share capital |
|---|---|---|
| ATPS - SGPS, S.A. (*) | ||
| Directly | 19 767 058 | 54,91% |
| António Alberto Guerra Leal Teixeira | 2 520 | 0,01% |
| António Carlos Vaz Pinto Sousa | 2 520 | 0,01% |
| Total attributable | 19 772 098 | 54,92% |
| Magallanes Iberian Equity Fl | ||
| Total attributable | 1 100 154 | 3,06% |
| Bestinver Gestion GGIIC | ||
| Total attributable | 3 845 161 | 10,68% |
| River and Mercantile Asset Management LLP | ||
| Total attributable | 870 648 | 2.42% |
| FMR LLC | ||
| Fidelity Managemment & Research Company | 1 098 000 | 3,05% |
| GOSHA HOLDINGS SARL | ||
| Directly | 1 034 313 | |
| Malgorzata Ewa MCGovern | 28 268 | |
| Total attributable | 1 062 581 | 2,95% |
(*) The voting rights attributable to the ATPS are also attibutable to António Pinto Sousa and Alberto Teixeira under subparagraph b) of paragraph 1 of Article 20 and Article 21 paragraph 1, both of the CMVM Code, by virtue of the latter holding the domain of that company, in which participate indirectly in equal parts by, respectively, the companies Calum – Serviços e Gestão SA with the NIPC 513799486 and Dunbar – Serviçoes e Gestão, SA, with the NIPC 513799257, which together hold the majority of the capital ATPS.

Publicly Listed Company, with share capital of 36,000,000 euros, with its registered office at Praça do Bom Sucesso, nºs 105/159, 9º andar, 4150-146 Oporto, registered in the Companies Register of Oporto under registration and fiscal identification number 501669477.
The share capital of Ibersol,SGPS SA. amounts to 36,000,000 Euros, fully subscribed and paid, represented by 36,000,000 ordinary registered shares with a par value of 1 euro per share, all carrying the same rights and obligations. All the shares representing the share capital are admitted to trading on the regulated market Euronext Lisbon.
There are no restrictions under Company's By-laws, in particular under 4th and 5th articles thereof, on the transferability of the shares, nor any clause requiring consent to the transfer of the shares, nor any type of limitation on ownership of the shares.
At 31st December 2019 Ibersol,SGPS SA. held 3.599.981 of its own shares, corresponding to 9,9999% of the share capital, with a nominal value of one euro per share, at an overall acquisition cost of 11,180,516 euros (which would correspond to a percentage of about 10% of vote) – having not acquired or sold any own shares during the year of 2019.
There are no significant agreements concluded by the Company or by its subsidiaries that contain clauses aimed at establishing measures to protect against a change of control (including after a tender offer). There are no specific conditions that limit the exercise of voting rights by the shareholders of the Company or other matters liable to interfere in the success of a tender offer. There are no signed contracts with change of control clauses, either financing agreements or other, in particular in a debt issuance context.
No defensive measures, nor any regime for the renewal or revocation of such measures, have been adopted in the Company.
The Company is not aware of any shareholders' agreement that could lead to restrictions on the transfer of marketable securities or to the concerted exercise of voting rights.
At 31 December 2019, according to the notifications received by the Company and in accordance with articles 16th and 20th of the Securities Code, the shareholders that have a qualifying shareholding of at least 2% of the share capital of Ibersol,SGPS SA. are as follows:
| Shareholders | nº shares | % share capital |
|---|---|---|
| ATPS - SGPS, S.A. (*) | ||
| Directly | 19 767 058 | 54,91% |
| António Alberto Guerra Leal Teixeira | 2 520 | 0,01% |
| António Carlos Vaz Pinto Sousa | 2 520 | 0.01% |
| Total attributable | 19 772 098 | 54,92% |
| Magallanes Iberian Equity Fl | ||
| Total attributable | 1 100 154 | 3.06% |
| Bestinver Gestion GGIIC | ||
| Total attributable | 3 845 161 | 10,68% |
| River and Mercantile Asset Management LLP | ||
| Total attributable | 870 648 | 2,42% |
| FMR LLC | ||
| Fidelity Managemment & Research Company | 1 098 000 | 3,05% |
| GOSHA HOLDINGS SARL | ||
| Directly | 1 034 313 | |
| Malgorzata Ewa MCGovern | 28 268 | |
| Total attributable | 1 062 581 | 2.95% |
(*) The voting rights attributable to the ATPS are also attributable to António Pinto de Sousa and Alberto Teixeira under subparagraph b) of paragraph 1 of Article 20 and Article 21 paragraph 1, both of the Securities Code, by virtue of the latter's are holding the domain of that company, in which participate indirectly in equal parts respectively through CALUM – SERVIÇOS E GESTÃO, SA. with the NIPC 513799486 and DUNBAR – SERVIÇOS E GESTÃO, SA with the NIPC 513799257 – companies which together hold the majority of the share capital of ATPS SGPS, SA.
Number of Shares directly or indirectly held in Ibersol, SGPS SA:
2,520 shares of the capital of Ibersol SGPS, SA.
9,996 shares representing 99,96% of the capital of Calum – Serviços e Gestão, SA.
Calum – Serviços e Gestão, SA. holds 2,840 shares representing 25,02% of the capital of ATPS, SGPS, SA.
ATPS, SGPS, SA. on 31/12/2019, holds 19,767,058 shares representing share capital of Ibersol, SGPS, SA.
2,520 shares of the capital of Ibersol SGPS, SA.
9,996 shares representing 99,96% of the capital of Dunbar – Serviços e Gestão, SA.
Dunbar – Serviços e Gestão, SA. holds 2,840 shares representing 25,02% of the capital of ATPS, SGPS, SA. ATPS, SGPS, SA. on 31/12/2019 holds 19,767,058 shares representing share capital of Ibersol, SGPS, SA.
Does not hold any shares of the company.
Does not hold any shares of the company.
Does not hold any shares of the company.
Does not hold any shares of the company.
Does not hold any shares of the company.
Under article 4th number 2 of the Company's By-laws the share capital may be increased to one hundred million euros in one or more increases by resolution of the Board of Directors, which shall determine the form and conditions of subscription and categories of shares to be issued from among those provided in the By-laws articles or others permitted by law. However, this statutory provision is not actually applicable face to the expiration of the five-year period established in Article 456 (2) (b) of the Companies Code – but the general meeting can resolve at any time upon the renewal of those Board of Directors powers under prevision of the article 456 (4) of the same Code.
No material business or significant transactions were conducted between the Company and holders of qualifying shareholdings.
Throughout 2019, and as election act held in the Annual General Meeting on 26 May 2017, the composition of the Board of the General Meeting was as follows: Chairwoman of the Board – Dr.ª Luzia Leonor Borges e Gomes Ferreira; Vice-Chairwoman – Dr.ª Raquel de Sousa Rocha; Secretary – Drª. Maria Leonor Moreira Pires Cabral Campello;
These members are elected for a four-year mandate, from 2017 to 2020.
There are no restrictions on voting rights, such as limitations on the vote exercise depending on ownership of a certain number or percentage of shares, given that under terms of article 21 of the By-laws, each share represents one vote.
According to article 23 of Company's By-laws, the General Meeting is able to meet and deliberate on first call as shareholders representing more than fifty per cent of the share capital be present in person or represented. According to article 21.1 and 21.2 of the By-laws, each share represents one vote, and General Meeting deliberations can be adopted by simple majority, unless the law requires otherwise.
Article 22. 3 to 11 of the Company's By-laws contain rules on the exercise of voting rights by post and there are no restriction on postal voting. The company provides postal voting forms and informs of the necessary procedures to exercise this right. The form is available on the company's website at www.ibersol.pt. Under article 22.4 of the By-laws, postal votes can be received up to three days before the date of the General Meeting.
There is no By-laws rule of the maximum percentage of voting rights that may be exercised by any shareholder or by shareholders who are mentioned in the previsions of the mentioned nº1 of Art. 20 of Securities Code.
Under By-laws, the Shareholder's resolutions are not submitted to qualified majorities, unless imposed by law. So, unless the law provides otherwise, resolutions of the General Meeting shall be adopted by simply majority (art. 21.2 of the By-laws);
Chairman – Dr. António Carlos Vaz Pinto de Sousa; Vice-Chairman – Dr. António Alberto Guerra Leal Teixeira; Member – Professor Doutor Juan Carlos Vázquez-Dodero de Bonifaz;
Chairman - Dr. Carlos Alberto Alves Lourenço; Vice-Chairman – Dr.ª Maria José Martins Lourenço da Fonseca; Member – Dr. Eduardo Moutinho Ferreira dos Santos; Substitute – Dr. Arlindo Dias Duarte Silva;
Statutory Auditor - KPMG & Associados – Sociedade de Revisores Oficiais de Contas SA.
The Company adopts a classical monist model of governance, composed by Board of Directors and Statutory Audit Committee, the Statutory Auditor having been appointed by the General Meeting. The Board of Directors is responsible for performing all the administration acts related with the corporate object, determining the Company's strategic guidelines, and appointing and overseeing the work of the Executive Committee, no specialized committees having been formed by the Board. The Executive Committee coordinates the operations of the functional units and the Company's various businesses, meeting with the senior managers of these units and businesses on regular basis.
The Statutory Audit Committee is responsible for auditing the Company's activity in accordance with law and Company's By-laws.
The diversity and consolidated professional experience of the Board of Director's Members and of the Statutory Audit Committee Member's are described respectively in the following points 19. and 33.
The rules on the procedural and material requirements applicable to the appointment and replacement of members of the Board of Directors are stated in articles 8, 9, 10 and 15 of the By-laws.
The Board of Directors is composed of an even or uneven number of members, with a minimum of three and a maximum of nine, elected by the General Meeting. A number of substitutes equal to one-third of the number of effective directors may also be elected.
Up to one-third of the directors shall be elected from among persons proposed in lists subscribed by shareholder groups holding shares representing no more than 20% and no less than 10% of the share capital. Each list must propose at least two candidates for each post to be filled and a shareholder may not subscribe more than one list. If, in a isolated election, lists are presented by more than one group, the vote will decide on all the lists taken together.
In the event of death, resignation or temporary or permanent disability of a director, the Board of Directors shall arrange for a replacement. Where a director elected under the rules set forth in the preceding paragraph is no longer and definitely available, a replacement shall be elected by the General Meeting.
The Board of Directors is currently composed of three members, the executive members being the Chairman and the Vice-Chairman. The Board of Directors shall choose its own chairman if this one has not been appointed by the General Meeting. The Board of Directors may specifically appoint one or more directors to handle certain matters. On 31 December 2019 the Board of Directors was composed by the following members:
Chairman – Dr. António Carlos Vaz Pinto de Sousa; Vice-Chairman – Dr. António Alberto Guerra Leal Teixeira; Member – Prof. Juan Carlos Vázquez-Dodero de Bonifaz;
All the members were elected by the General Meeting on 26 May 2017 for a mandate with term at 31st December 2020, but these members will be in exercise until a new election of it's members by the General Meeting.
It should be pointed out that the last electoral act of this corporate body occurred at the general meeting of May 26, 2017, without the validity of the current Code of Corporate Governance of 2019, issued by the Portuguese Institute of Corporate Governance (IPCG).
It should also be noted that the requirement of a gender-balanced composition of the governing bodies, in accordance with the quota system, has only been verified to be directly applicable to general election assemblies that have taken place after 1 January 2019. This Company shall observe these gender quotas at the time of a new electoral act or at the time of the renewal or replacement of the current members' mandate, pursuant to Law 62/2017 of 1 August.
The members of the Board of directors were first elected to their posts as follows: Dr. António Carlos Vaz Pinto de Sousa, 1991; Dr. António Alberto Guerra Leal Teixeira, 1997; and Prof. Juan Carlos Vázquez-Dodero de Bonifaz, 1999.
Under article 27 of the By-laws, directors are elected for a four years period.
The Board of Directors may also delegate the day-to-day management of the Company to one or more directors or an executive committee, within the terms and limits established by law. The Board of Directors shall be responsible for the current exercise of the Executive Committee and the conditions it shall exercise the powers assigned to.
The governing body of the Company is made up of three directors and includes one non-executive member, Prof. Juan Carlos Vázquez-Dodero de Bonifaz, who is not associated with any specific interest groups, whether of the Company or its principal shareholders, and has no material interests that might clash or interfere with the free performance of his duties as a director. No internal control committee has been established. The mentioned non-executive member is a director of related companies, in which he does not perform any executive functions. He does not carry out any activities or businesses with the Company, within the meaning of articles 397 and 398 of the Companies Code (CSC) and meets the other requirements for independence stated in art 414.5 of the CSC, in particular as stated in the European Commission Recommendation of 15 February 2005. Face to this Recommendation, in its point number 13, it is determined, about the independence requirement, that an administrator must be considered independent if he has no business, family, or other relations with the company, either with the control shareholders, as well with the directive bodies of any of them – that can create a conflict of interest that undermine his judgment. These independence requirements are complete fulfilled by the non-executive member of Board of Directors, Prof. Juan Carlos Vazquez-Dodero de Bonifaz, and so this is an independent member.
The above mentioned non-executive director, as a non-executive director of the Board of Directors of companies included in or linked to the Ibersol Group, does not collaborate or interferes with the management of those companies, neither provides any other type of services to any of these companies and has no other type of commercial relationship (material or non-material), whether of service provision or another nature, and is not a beneficiary of any kind of remuneration beyond that received annually as a non-executive director of Ibersol, SGPS, SA.
The company does not include a plural number of non-executive directors, pointing out that the last electoral event occurred at the general meeting of May 26, 2017, without the validity of the current Corporate Governance Code of 2019 issued by the Portuguese Corporate Institute Governance Committee (IPCG). It should be noted that this non-executive member has held his office continuously since 1999 as a result of successive elections held at subsequent general meetings - without this circumstance has been likely to affect or condition, in any respect, his necessary exemption of analysis and decision in the course of his necessary exemption of analysis and decision, in the course of his mandates until the present date.
BA in Law - Faculty of Law of the University of Coimbra
CEOG – Course in Management – Catholic University of Oporto
Chairman of the Board of Directors of Ibersol, SGPS, SA.
Director of other companies in which Ibersol SGPS, SA holds shares.
Functions performed in board of directors of other societies held by Ibersol Group:
ASUREBI - SGPS, SA.
EGGON – SGPS, SA.
ANATIR – SGPS, SA.
CHARLOTTE DEVELOPS, SL.
DEHESA DE SANTA MARIA FRANQUICIAS, S.L.U.
FIRMOVEN - Restauração, SA.
FOODSTATION, SLU.
HCI - Imobiliária, SA.
IBERAKI - Restauração, SA.
IBERGOURMET - Produtos Alimentares, SA.
IBER KING - Restauração, SA.
IBERSANDE - Restauração, SA.
IBERSOL ANGOLA, S.A.
IBERSOL - Hotelaria e Turismo, SA.
IBERSOL - Restauração, SA.
IBERSOL MADEIRA e AÇORES, RESTAURAÇÃO, SA.
IBERUSA - Hotelaria e Restauração, SA.
IBERUSA - Central de Compras para a Restauração, ACE
IBR – Imobiliária, SA.
INVERPENINSULAR, SL.
JOSÉ SILVA CARVALHO – Catering, SA.
LURCA, SAL.
LUSINVER RESTAURACIÓN, SAL.
MAESTRO - Serviços de Gestão Hoteleira, SA. PANSFOOD SA.
Pans, Food, Vidisco y Lurca, Unión Temporal de Empresas.
SEC - EVENTOS E CATERING, SA.
SUGESTÕES E OPÇÕES – Actividades Turísticas, SA.
THE EAT OUT GROUP, SLU.
CORTSFOOD,SLU.
VIDISCO, SL
RESTMON (Portugal) - Gestão e Exploração de Franquias, Lda.
ATPS - Sociedade Gestora de Participações Sociais, S.A.
MBR, IMOBILIÁRIA, SA.
ONE TWO TASTE, SA.
POLIATLÂNTICA SGPS, SA.
DUNBAR – SERVIÇOS E GESTÃO, S.A.
CALUM – SERVIÇOS E GESTÃO, S.A.
Vice-Chairman of the Board of Directors of Ibersol, SGPS, SA
Director of other companies in which Ibersol, SGPS, SA holds shares.
Date of first appointment and end of current term– 1997 / 2020;
Functions performed in board of directors of other societies held by Ibersol Group :
THE EAT OUT GROUP, SLU.
CORTSFOOD, SLU.
VIDISCO, SL.
RESTMON (Portugal) – Gestão e Exploração de Franquias, Lda.
Functions performed in board of directors of societies outside Ibersol Group:
ATPS - Sociedade Gestora de Participações Sociais, SA.
MATEIXA – Sociedade Imobiliária, S.A.
ONE TWO TASTE, SA.
DUNBAR – SERVIÇOS E GESTÃO, SA.
CALUM – SERVIÇOS E GESTÃO, SA.
BA in Business Studies ICADE, Madrid.
Master of Business Administration – IESE, University of Navarra.
PhD in Management - IESE, University of Navarra.
" Managing Corporate Control and Planning" and "Strategic Cost Management" programmes, Harvard University.
Date of first appointment and end of current term– 1999 / 2020;
DEHESA DE SANTA MARIA FRANQUICIAS,SLU.
FOODSTATION, SLU.
IBERUSA - Hotelaria e Restauração, SA.
IBERSOL - Restauração, SA. PANSFOOD SA. THE EAT OUT GROUP SLU. Functions performed in board of directors of societies outside Ibersol Group: ATPS - Sociedade Gestora de Participações Sociais, SA. ATPS II, SGPS. SA. DUNBAR – SERVIÇOS E GESTÃO, SA. CALUM – SERVIÇOS E GESTÃO, SA. MUIR-SGPS, SA. President and Founder of Patronato da Fundação Amigos de Rimkieta Counselor of Jeanologia S.L. Vogal of the Fundación IESE (FIESE)
There are no family, professional or business relationships with holders of qualifying shareholdings beyond the fact that the Directors, Dr. António Carlos Vaz Pinto de Sousa and Dr. António Alberto Guerra Leal Teixeira, through companies Calum-Serviços de Gestão, SA. and Dunbar – Serviços de Gestão, SA., have the control of ATPS SGPS, SA. and this company detains 54.91% of the share capital of Ibersol SGPS, SA, participation that is imputed to them individually as well.
Two of the members of the Board of Directors perform executive functions and form an Executive Committee, which was elected and whose powers of day-to-day management were delegated by the board of directors under terms of art. 8.4 of the By-laws of the Company and article 407.3 of the Companies Code (CSC)and the third director performs non-executive functions without delegation of management powers.
The executive committee coordinates the operations of the functional units and the various corporate businesses, meeting with the senior managers of these units and businesses on periodic and regular basis. The decisions taken by the functional and business managers, which must respect the overall guidelines, are taken under powers delegated by the Executive Committee and are coordinated in periodic meetings.
The powers delegated to the Executive Committee are as follows:
a) Exercise full powers of decision, management and monitoring of the Company's activity at a strategic level, within the legal limits of art. 407.4 of the CSC.

The Regulations of the Board of Directors may be consulted on the Company's website: www.ibersol.pt.
The By-Laws of the Company stipulate that the Board of Directors shall meet at least quarterly and whenever convened by the Chairman or two of its members. Meetings of the Board of Directors are arranged and prepared in advance and the necessary documentation of the points on the agenda is made available in good time.
The minutes of meeting are registered in proper book.
In the 2019 exercise were made 10 (ten) reunions of the Board.
The Executive Members had a presence performance of 100% and the Non-Executive Member had a performance of 70%.
The Board of Directors annually evaluates its own performance, both on the performance of its group and on the individual performance of the executive members and the non-executive member, emphasizing the analysis of the parameters of compliance with the strategic plan and the budget outlined for the Company, evaluating the risk management process, as well as placing this assessment at the level of the relationship with the other corporate bodies and with the Remuneration Committee.
The Remuneration Committee, representing the shareholders, is responsible for assessing the performance and the approval of remunerations of the Board of Director's Members and other bodies in accordance with the remuneration policy approved by the shareholders in the General Meeting.
The remuneration of the executive members of the Board of Directors does not include any variable component. The executive directors are remunerated by ATPS, SGPS SA. having this one subscribed a contract for services with the subsidiary of the Group, the Ibersol Restauração SA. There are no pre-determined criteria for the stated purpose.
The professional activity of the current members of the Board of Directors is described in point 19 above.
The Executive Committee is the only committee of the Board of Directors and the Regulation of the Board of Directors may be consulted on the website www.ibersol.pt.
The board of directors and the executive committee that integrates the board ensure that the company develops its activity in order to comply with the statutory purposes, not delegating the competence for the definition of the strategy and company management policies, centralizing the definition of the structure business of the group, taking charge and in it's exclusive competence of all relevant strategic decisions, either by it's value, it's potential degree of risk involved, either by it's specific characterization.
Ibersol, SGPS, SA has a Board of Directors made up of three members: a Chairman, a Vice-Chairman and a Director.
Two of the members perform executive functions and form an Executive Committee, which was elected and has powers delegated to it by the Board of Directors under the terms of art. 8.4 of the Company's By-laws and article 407.3 of Companies Code (CSC). The third director performs non-executive functions and has no delegation powers of ordinary management of the company
The executive committee coordinates the operations of the functional units and the company's various businesses, meeting with the senior managers of these units and businesses on a regular basis. The decisions taken by the functional and business managers, which must respect the overall guidelines, are taken under powers delegated by the Executive Committee and are coordinated in committee meetings.
The powers delegated to the Executive Committee are as follows:
The Executive Committee meets monthly and whenever called by the Chairman. Apart from the regular contacts established between the members of the Executive Committee in the periods between meetings, a total of 25 meetings were held during 2019.
The members of the Executive Committee provide the information requested by other members of the corporate governing bodies in a timely manner.
Under the adopted model, the Company is audited by the Statutory Audit Committee (Fiscal Board ) and by the Statutory Auditor or by Statutory Audit firm, who are both elected by the General Meeting of Shareholders. The Statutory Auditor or the Statutory Audit firm are not members of the Statutory Audit Committee (Fiscal Board).
Chairman – Dr. Carlos Alberto Alves Lourenço; Vice-Chairman – Dr.ª Maria José Martins Lourenço da Fonseca; Member – Dr. Eduardo Moutinho Ferreira Santos; Substitute – Dr. Arlindo Dias Duarte Silva;
The Statutory Audit Committee is made up of at least three effective members, who are elected by the General Meeting and must meet at least quarterly. When the Audit Committee has three active members it must have one or two substitutes, and when it has more than three active members, it must be two substitutes.
The statutory auditor or statutory audit firm are elected by the General Meeting at the proposal of the Statutory Audit Committee ( Fiscal Board).
The term of mandate of the Statutory Audit Committee members is four years (art. 27 of the By-laws). The current Chairman and vice-Chairman took up the respective post in 2017. The Member was first appointed as a substitute in 2007 and was appointed as a member for the period 2013-2016 and 2017-2020;
All the effective members meet the criteria stated in article 414.5 of the CSC and comply with all the rules of incompatibility mentioned in article 414.-A.1 of the CSC.
The members of the Statutory Audit Committee have the duty to immediately report to the Company any event that might give rise to incompatibility or loss of independence.
He does not perform any functions in other companies in the Ibersol Group.
He does not hold any shares of the company.
Economics Degree from the Faculty of Economics of Oporto University (1984);
Postgraduate ins European Studies by the Center of European Studies, Catholic University of Oporto (1987);
Master in Business Sciences, specialized in Accountability and Management Control by Faculty of Economics of Oporto University (2002);
PhD in Business Sciences, specialized in Accountability and Management Control by Faculty of Economics of Oporto University (2015);
Professor at Oporto Catholic Business School (CPBS);
Director of the Master in Auditing and Taxation, CPBS;
Consultancy activity at the Center for Management Studies and Applied Economics, CPBS;
Collaboration with the Order of Chartered Accountants as a trainer in the ROC Preparation Course.
Date first appointed and end of current term of office: 2017 / 2020.
She does not perform any functions in other companies in the Ibersol Group.
She does not hold any shares of the company.
He does not perform any functions in other companies in the Ibersol Group.
He does not hold any shares of the company.
The Regulations of the Statutory Audit Committee may be consulted on the website: www.ibersol.pt.
The Statutory Audit Committee meets at least once each quarter. The President was present at 7 of the 8 formal meetings and the rate of attendance of all the other active members was 100%. The minutes of meeting are registered in proper book.
All the members of the Statutory Audit Committee consistently demonstrated their availability to perform their functions, having attended all the meetings and taken part in the work.
With reference to point 33 above we refer the information on other posts held in other companies by the active members of the Statutory Audit Committee in Annex 3 to this report.
The Statutory Audit Committee annually assesses the work of the external auditor and states its conclusions in its Report and Opinion, issued in terms and for the purposes of art. 420.1. g) of the Companies Code.
The Statutory Audit Committee analyzes and approves the scope of any additional services provided, considering whether they call the independence of the external auditor into question. It also ensures that any consulting services provided have the necessary level of quality, autonomy and independence relative to the services provided within the scope of the audit process.
The Statutory Audit Committee, in coordination with the Statutory Auditor, is responsible for the auditing of the Company, namely:
Supervise the management of the Company,namely by regularly assessing compliance with the company's strategic plan and the budget;
Verify that the accounting policies and valuation criteria adopted by the Company lead to a correct valuation of assets and results;
Continuously monitor the effectiveness of the risk management system and the internal control system;
Verify the accuracy of the accounting documents, accompanying the process of preparation and disclosure of financial information, and presenting recommendations to ensure the integrity of the same;
Supervise the audit of accounts;
Receive notifications of irregularities presented by shareholders, Group employees or others;
To prepare annually a report on its audit action directed at shareholders, including the description of the inspection activity carried out, any detected constraints and to give an opinion on the report and accounts, as well as on the proposals presented by the management;
It is also responsible for making proposals to the General Meeting for the appointment of the statutory auditor and examining the auditor's independence, particularly as regards the provision of additional services. The annual report on the work of the Audit Committee is published, together with the financial statements, on the Company's website.
To all effects, the Statutory Audit Committee represents the company in relation to the external auditor, ensuring that all the conditions of service provision are ensured, annually assessing the auditor's performance, acting as the auditor's main contact and receiving its reports, jointly with the Board of Directors.
To perform its functions the Statutory Audit Committee obtains from the Board of Directors the information it needs in order to carry out its activity, namely information on the Group's operations and finances, changes in the composition of the Group's portfolio of companies and businesses and the content of the main resolutions adopted by the Board.
The statutory auditor of the Company is "KPMG & Associados – Sociedade de Revisores Oficiais de Contas, SA.", designated by the General Meeting 14 May 2018 for the mandate's course 2017/2020, represented by the Statutory Auditor Dr. Pedro Manuel Bouça Morais Alves da Costa and Substitute, Dr. Vítor Manuel da Cunha Ribeirinho, Statutory Auditor.
The mentioned Statutory Auditor performs functions in the Company from its nomination occurred at the General Meeting 14 May 2018 to the present, and it's mandate will occur until 2020.
The Statutory Auditor is also the Company's external auditor.
The external auditor named under article 8th of the Securities Code is "KPMG & Associados - Sociedade de Revisores Oficiais de Contas, SA. " registered in the Securities Market Commission under nº 20161489, and in 2019 its representative was the Statutory audit Dr. Pedro Manuel Bouça de Morais Alves da Costa ( ROC nº 1466).
The external auditor was elected for the first time in 2018 and develops its first mandate since 2018 to 2020. The partner who represents the actual External Auditor exercises since 2019 and will end his functions when a new company's external auditor shall be appointed.
The external auditor and its representative partner member in the performance of its duties are in a first mandate. The election for each mandate is carried out by the General Meeting upon proposal of the Statutory Audit Committee and the frequency of rotation thereof shall be appraised in accordance with best corporate governance practices at the date of the proposal for a new term of office.
The Statutory Audit Committee annually assesses the work of the external auditor and states its conclusions in its Report and Opinion, issued in the terms and for the purposes of art. 420.1.g) of the Companies Code (CSC).
In 2019, the services provided by the External Auditor and Statutory Auditor, other than Auditing and Accounts Revue, have always been approved by the Audit Committee, in compliance with the applicable legal rules and internal procedures established for this purpose. These services essentially consist of training and support services to safeguard the fulfilment of contractual obligations, allowed by the new legal regime of the new Statute of the Order od Statutory Auditors in force, in Portugal and abroad, which are approved by the Fiscal Council. In the rendered services provided other than auditing, auditors have instituted strict internal rules to guarantee the safeguarding of their independence, and these rules have been adopted in the provision of
these services and subject to monitoring by the company, especially by the Audit Comittee. In 2019, fees for services other than audit represented 2.5% of the total services provided by
The total annual remuneration paid by the Company and other companies in a control or group relationship to the auditor or other corporate entities belonging to auditor's network amounted in 2019 to 240,040 euros, as follows:
| 2019 | % | 2018 | % | |
|---|---|---|---|---|
| Company Ibersol SGPS SA. | ||||
| Audit and review | 25,000 | 10,41% | 25,000 | 10,2% |
| Other services | ||||
| Entities that integrate the Group | ||||
| Audit and review (*) | 209,000 | 87,07% | 221,00 | 89,8% |
| Tax consultancy | ||||
| Other services | 6,040 | 2,52% | ||
| TOTAL | 240,040 | 100% | 246,000 | 100% |
(*) In 2019 includes 25,000 euros of addicional fees related to audit ( 2019 exercise)
(*) In 2018 includes 25,000 euros of addicional fees related to audit ( 2018 exercise)
The rules applicable to amendment of the By-laws of the Company are those set forth in articles 85 ff. and 383 ff. of the Companies Code (CSC).
The values and principles of Ibersol Group, disseminated and rooted in the culture of its collaborators, rely in the absolute respect and adoption of good conduct rules and transparency in management of conflicts of interests and due diligence duties and confidentiality in relations with third parties.
The Company has a policy in place for the receipt of reports, claims or complaints about irregularities detected in the Company. As set forth in the Regulations of the Statutory Audit Committee, which are published on the Company's website, this organ keeps a written record of reports of irregularities that are addressed to it, and, when considered appropriate, takes the necessary steps together with the Board of directors and the auditors, and prepares a report on the irregularities. So, this kind of irregularities may be reported to the Statutory Audit Committee without anonymity and being reported directly to the Company, by means of its reference to the Statutory Audit Committee. The Company will send the reports received to the Chairman of the Statutory Audit Committee, ensuring confidentiality.
During 2019 the Statutory Audit Committee did not receive any reports of irregularities.
Ibersol does not have autonomous internal audit and compliance services.
Risk management, as part of the company's culture, is present in all processes and is the responsibility of all managers and employees at the different organization levels.
Risk management is undertaken with the goal of creating value by managing and controlling uncertainties and threats that may affect the Group companies, with a view to the continuity of operations, to take advantage of business opportunities.
As part of strategic planning are identified and evaluated the risks of the existing businesses portfolio and the development of new businesses and relevant projects and defined those risks management strategies.
At the operational level, are identified and evaluated the risks management objectives of each business and planned actions to manage those risks that are included and monitored in the plans of business and functional units.
With regard to security risks of tangible assets and people are defined policies and standards, and the selfcontrol of its application is made, being conducted external audits to all units and implemented preventive and corrective actions for the identified risks.
In order to ensure compliance of the established procedures is performed regularly assessing of the main internal control systems of the group. For specific business aspects there are risk areas whose management has been assigned to functional departments.
Internal control and the monitoring of internal control systems are overseen by the Executive Committee.
The Group does not have autonomous services.
The Statutory Audit Committee evaluates the functioning of the internal control and risk management systems, supervising its business plan, receiving periodic information on its work, evaluating the conclusions and issuing the guidelines it deems necessary. The External Auditor verifies the effectiveness and functioning of internal control mechanisms in accordance with a work plan in line with the Statutory Audit Committee, to whom also reports its conclusions.
There are central functions - Quality, Human Resources, Planning and Management control, and Financial Units – that reporting to the Executive Committee, promote, coordinate and facilitate the development of risk management processes.
The Board of Directors considers that the Group is exposed to the normal risks arising from its activity, namely at the level of the restaurants.
Ibersol's business, like any retail business, is exposed to the instability of the economic environment as well as the evolution of consumer preferences. Strategic risk management involves the monitoring of macroeconomic indicators, studies of consumer trends, studies of the catering market with consumer surveys and monitoring of competition activity in the different markets where the Group operates. In the annual Planning process all these factors are reassessed and macroeconomic trends are analyzed. Internationalization of businesses, strict control of costs, launching of new concepts, distribution channels, products and promotions adapted to changes in consumer profiles are some of the initiatives aimed at mitigating this risk.
With the acquisition of the Eatout Group, Ibersol has a significant part of its turnover in airport concession areas. The concessions are awarded by tender for a certain period of time, so the Group may or may not guarantee the renewal of these contracts, which may affect its turnover and profitability.
Operating various international brands under the franchise system, the Group enters into long-term franchise agreements (20 years or 10 + 10 years) and, after the respective term, have been renewed, although there is no such requirement. The group seeks to fulfill all obligations associated with contracts and maintain a good relationship with franchisors as a way to minimize the risk of non-renewal.
Operational risks are closely linked to the activity of restaurants: supply management (supply and logistics), stock management, fund management, and the efficiency and safety of resource and asset utilization. The adequacy and scope of the control procedures are monitored and revised where necessary.
Due to the specificities of the Business, there are areas of risk whose current management has been allocated to functional departments, namely:
In the restaurants business, the risk associated with hygiene and food safety is of primordial importance.
The management of this area of risk is overseen by the Quality Unit and is aimed primarily by adopting a responsible proactive approach, following the prevention principles, training, monitoring of indicators and continuous improvement in order to minimise risks with an impact on consumers health.
The main management dimensions of this risk area are:
qualification and selection of Suppliers and Products in food quality and safety area and a Programme of Periodic Inspections of Suppliers, Products and Services;
ensuring the effectiveness of the Traceability System;
control of the Production Process in the units /restaurants through HACCP Systems;
System for Developing Food Safety Competencies;
maintenance and monitoring of measurement devices;
food crisis management System, which is used to monitor existing food warning systems at all times and take immediate action when necessary;
continuous improvement system supported by the following tools, among others: programme of External Audits in all Group units; programme of microbiological analyses of the end products, carried out through sampling by an authorized outside entity; complaints handling system; customer listening programs and a programme of internal audits in relation to food safety indicators. In addition, restaurants and their operations are still audited by International Franchising Brands
certification process of the food safety management system under ISO 22000, a demanding international food safety standard.
The management of this risk area is overseen by the Human Resources Unit, which defines and coordinates training plans and the application of the rules and procedures defined in Ibersol's HSW Manual, and articulates the training plans.
A number of initiatives and actions are developed annually in the field of Health and Safety at Work, aiming to reinforce the commitment and involvement of all employees with the prevention and reduction of occupational risks.
It is the responsibility of the Finance Department to manage the various financial risks inherent to the unpredictability of the markets to which the Group is naturally exposed, namely foreign exchange, interest rate, credit, liquidity and capital risks. The steps taken by the Finance Department work to minimize the adverse effects of these possible risks:
In this regard, the Ibersol Group pursues a policy of natural hedging, using local currency financing. Since it is essentially present in the Iberian market, bank loans are mostly denominated in euros and the volume of purchases, outside the Euro Zone, does not assume relevant proportions.
It should be noted that the main source of exposure comes from the investment outside the euro zone of the operation in Angola, which is still small and in the process of losing weight in the group's activity. The imbalances of the Angolan economy cause a shortage of foreign currency in Angola, reason why the devaluation of Kwanza is a risk to consider. The remaining financings contracted by the Angolan subsidiaries are denominated in local currency, the same in which the income is generated. In view of the current limitations on payments abroad, the Group adopted a policy of monthly monitoring of credit balances in foreign currency and its full coverage with the acquisition of Treasury Bonds of the Republic of Angola, indexed to the USD.
Except for the Angolan State Treasury Bonds, the Ibersol Group has no interest-bearing assets with significant interest. Accordingly, the income and cash flows of the investment activity are substantially independent of changes in the market interest rate. With regard to the Angolan State Treasury Bonds, indexed to the US Dollar, interest is fixed, so there is no risk either.
The Ibersol Group's main interest rate risk arises from liabilities, particularly long-term borrowings. Loans issued at variable rates expose the Group to the risk of cash flows associated with the interest rate. Loans issued at fixed rates expose the Group to fair value risk associated with the interest rate.
At the current level of interest rates, the Group's policy is, in mature loans, to fix interest rates up to 50% of the outstanding amount
In the Group's main business, sales are paid in cash, or debit or credit card, so the Group does not have relevant credit risk concentrations.
In relation to customers, the risk is limited to the Catering and Franchisees business, which represents around 6% of consolidated turnover. The Group began to monitor receivables more regularly with the aim of:
Liquidity risk management implies the maintenance of sufficient cash and bank deposits, the feasibility of consolidating floating debt through an adequate amount of credit facilities and the ability to liquidate market positions. The management of cash requirements is based on annual planning, which is reviewed quarterly and adjusted on a daily basis. In accordance with the dynamics of the underlying business, the Ibersol Group has been performing a flexible management of commercial paper and the negotiation of credit lines available at all times.
The Company seeks to maintain a level of own capital appropriate to its principal business (cash sales and supplier credit) and ensure its continuity and expansion.
The balance of the capital structure is monitored based on the financial leverage ratio (defined as net remunerated debt / net remunerated debt + equity) with the aim of staying between 35% -70%.
This area of risk management is coordinated by the Quality Department and its main focus is on implementing the policy deriving from the Ibersol Sustainability Principles which ensures that processes and procedures are applied in the environment.
Adoption of good environmental management practices is a matter of concern to Ibersol's Board of Directors, which promotes a responsible, proactive approach to resource and waste management.
The procedures set forth in Ibersol's Standards Manual as regards environmental matters are focused mainly on the rational use of electricity and the recycling of used oil and packaging.
Ibersol, its subsidiaries and the legal business inherent to the Group have a permanent legal and advisory function dedicated to their activity, which functions in articulation with the other central and business functions, in order to ensure a previous protection of interests of the Group in strict compliance with its legal duties and obligations.
Legal advice is also guaranteed, at national and international level, by external professionals of recognized competence.
The recovery of private consumption, after the severe disruption seen in recent years, mainly in Portugal, will continue to affect sales in restaurants. To mitigate the impact on its results, the company has implemented rigorous cost control, with monthly monitoring of market trends and subsequent reviews of resource planning, in order to mitigate the impact of the consumption reduction.
Operating as it does in the food service business, the company is also subject to the risk of epidemics, disruptions in raw materials markets and changes in consumption patterns, which can have a material impact on the financial statements.
As a structured approach, Risk Management is integrated throughout the Group's planning process. Its purpose is to identify, evaluate and manage the opportunities and threats that Ibersol's businesses face in pursuit of their value creation goals.
In the context of strategic planning, the risks of the business portfolio, as well the risks of development of new businesses and the implementation of the most important projects are identified and assessed, and strategies to manage those risks are defined.
At operational level the risks affecting the objectives of each business are identified and assessed, and actions are planned to manage those risks. These actions are included and monitored through the plans of the individual businesses and functional units.
As regards the risks to the security of tangible assets and persons, policies and standards have been established and are monitored to ensure compliance. All units are subject to external audits and preventive and corrective measures are taken in respect of the risks that have been identified.
To ensure that the established procedures are followed, the Group's main internal control systems are evaluated periodically.
The Company does not have any internal audit services reporting directly to the Statutory Audit Committee (given the classic model adopted), the necessary compliance services being overseen by the individual departments of the company. Organizationally and functionally, the various Directions of the Group are directly responsible for compliance services to the Board of Directors and to the Supervisory Audit Committee and the persons responsible are duly identified in the Company's organization chart, it is necessary to reaffirm that they perform in interaction with both the supervisory board and the non-executive director of the company, reporting functionally to the same director, regardless of the hierarchical relationship that these departments maintain with the executive management of the company.
Within the scope of audit services, the external auditor meets with the different departments of the Group, at least twice a year to analyze and review the internal control system, submitting a report to the Statutory Audit Committee for subsequent discussion with the Board of Directors, namely with the non-executive director.
Regarding the risk in the process of financial information disclosure, only a restricted number of employees is involved in the disclosure process. All those who are involved in the process of financial analysis of the Company are considered to have access to inside information and are specially informed of their obligations in this precise scope.
The system of internal control of the accountability, preparation and disclosure of financial information rests on the following key elements:
the use of accounting principles, as set forth in the notes to the accounts, is one of the bases of the control system;
the plans, procedures and records of the Company and its subsidiaries offer a reasonable guarantee that only duly authorized transactions are recorded and that they are recorded in accordance with generally accepted accounting principles;
the financial information is analysed systematically and regularly by business unit management (supported by the Management Control Department) and by the heads of the profit centres, ensuring continuous monitoring and the necessary budgetary control;
a timetable is previously established for the preparation and review of information, the work is divided up among the various areas involved and all the documents are reviewed in detail. This includes a review of the principles used, verification of the accuracy of the information produced and a check of consistency with the principles and policies used in previous years
the accounting records and the preparation of the financial statements are overseen by the central accounting function. The financial statements are prepared by the accountants and are reviewed by the Administrative Unit;
The consolidated financial statements are prepared on a quarterly basis by the central consolidation function, which conducts an additional reliability check;
The financial information, annual report and financial statements are reviewed by the Financial Unit and submitted to the Board of Directors for final review and approval. Once the documents have been approved, they are sent to the external auditor, which issues its audit report and opinion.
The statutory auditor carries out an annual audit and a half-yearly limited review of the individual and consolidated accounts. Also, each quarter it conducts a summary examination of the quarterly information.
The process of preparation of the individual and consolidated financial information and of the management report is supervised by the Statutory Audit Committee and the Board of Directors. At quarterly intervals these bodies meet and analyze the individual and consolidated financial statements and management report.
Among the causes of risk that may materially affect financial reporting are the accounting estimates, which are based on the best information available and on the knowledge and experience of current and past events. Balances and transactions with related parties are disclosed in the annex to the financial statements and are associated above all with the Group's operating activities and its lending and borrowing, which is done at market prices.
The Office may be contacted through the Representative for the capital market, António Carlos Vaz Pinto de Sousa (Telephone: +351 22 6089708; Telefax: +351 22 6089757; E-mail: [email protected], Morada: Praça do Bom Sucesso, 105/159 – 9th floor, 4150–146 Porto, who is accessorized by Dr. Tiago Marques.
The representative is the person indicated on the website of Ibersol, SGPS, SA. - Dr. António Carlos Vaz Pinto de Sousa;
Ibersol maintains constant contact with analysts and investors, supplying them with up-to-date information. Whenever necessary, the representative for market relations ensures that all the necessary information on the Group's activity is made available and provides any clarifications requested by investors within five business days.
In 2019 were received 14 requests for information, and there are no pending inquires from previous years.
The Ibersol has a website for disclosure of information about the company. The address of the website is www.ibersol.pt
www.ibersol.pt\ investidores\Governo da Sociedade;
www.ibersol.pt\investidores\Estatutos ;
www.ibersol.pt\investidores\Governo da Sociedade;
www.ibersol.pt\investidores\Governo da Sociedade
www.ibersol.pt\investidores\Relação com Investidores
www.ibersol.pt\investidores\Assembleias Gerais;
The members of the corporate governing bodies are remunerated in accordance with the remuneration policy proposed by the Remuneration Committee and approved by the General Meeting of shareholders.
The Remuneration Committee is made up of three members: Dr. Vítor Pratas Sevilhano, Dr. Joaquim Alexandre de Oliveira e Silva and Dr. António Maria de Borda Cardoso.
The members of the Remuneration Committee are independent of the members of the Board of Directors. No individual or corporate entity that has provided services to any body reporting to the Board of Directors of the Company or to the Board of Directors itself at any time in the last three years or that currently provides consulting services to the Company, has been hired to support the Remuneration Committee in any capacity.
The professional experience and background of the members of the Remuneration Committee allows them to perform their functions rigorously and effectively. All the members are empowered with the necessary academic, professional and technical training required for their function, and authorized with proper functional experience necessary for its proper performance, namelly:
Dr. Vitor Pratas Sevilhano: - Degree in Finance by Instituto Superior de Economia, Degree in Hospital Administration by ENSP - Escola Nacional de Saúde Pública de Lisboa, Certified by Manchester Business School - ITP - International Teachers Program. Certified by SBDC – Small Business Development Center de Wisconsin, EUA, Certified by INSEAD (Fontainebleau) – Advanced Management Program and Finantial Management Program. Certified by Henley College - Stragic Planning in Practice. Certified by Linkage International–GILD e Executive Coaching Master Class. PCC– Professional Certified Coach by ICF–International Coach Federation. Professional qualifications: - Managing Partner of the European School of Coaching and Partner of the Company My Change;
Dr. Joaquim Alexandre de Oliveira e Silva - Degree in Economics by Faculdade de Economia of Oporto´s University, having exercised the tax consultancy activity in the last five years.
Dr. António Maria de Borda Cardoso – Degree in Economics by Faculdade de Economia of Oporto´s University. Retired in the last five years.
The remuneration policy of the corporate governing bodies is approved by the shareholders in General Meeting. The General Meeting of shareholders held on 8 May 2019 approved the remuneration policy already in force, which has been implemented consistently and in this general meeting was present the majority of the Remuneration Committee members.
The remuneration policies and practices of other groups of companies are not used as a benchmark in setting the remuneration of the members of the Board of Directors and Statutory Audit Committee and no policy has been established with regard to severance payments for directors, as indicated in the statement of the Remuneration Committee attached to the Corporate Governance Report.
The remuneration policy for senior managers is described in the statement of the Board of Directors attached to the Corporate Governance Report. The remuneration of senior managers includes no major or material variable components.
The executive members of the Board of Directors are remunerated by the shareholder ATPS-SGPS, SA, which has subscribed a contract for services with Ibersol Restauração, SA.
The non-executive member receives a fixed annual remuneration ( cfr. Annex 1.) and no other remuneration of any kind.
The total remuneration of the members of the Statutory Audit Committee for 2019 was as follows: Chairman: 9,900 euros; Vice-Chairman: 8,800 euros; Member: 8,800 euros; and SROC: 25,000 euros.
The directors' remuneration policy is the responsibility of the Remuneration Committee, which will submit its proposals to the approval of the Company's shareholders in the 2020 Annual General Meeting, in accordance with Annex 1.
The general principles of the remuneration policy for the Audit Bodies and the Board of the General Meeting are as follows:
a) Functions performed: - the nature and volume of the activity involved in the functions performed by each member of the abovementioned corporate governing bodies is taken into consideration, as well as the responsibilities assigned to each one. The members of the Statutory Audit Committee, the Board of the General Meeting and the Staturory auditor will not all occupy the same organizational or functional position. Various criteria are applied, including level of responsibility, time commitment or the value of a particular service or institutional representation.
b) The Company's economic situation.
c) One relevant consideration will be the size of the company and the relative degree of functional complexity.
There is no variable component.
There is no variable component.
No remuneration involving the allocation of shares or any other system of bonuses paid in shares is envisaged.
No remuneration involving the allocation of share options is envisaged.
There is no system of annual awards or other non-cash benefits.
There is no pension or early retirement scheme for members of the governing bodies, audit bodies or other
senior managers.
The executive members of the Board of Directors are remunerated by the shareholder ATPS-SGPS, SA, which has subscribed a contract for services with Ibersol Restauração, SA., having received for such services, in 2019, a total of 1,000,000 euros. One of the obligations of ATPS-Sociedade Gestora de Participações Sociais, SA. under the contract for services with Ibersol, Restauração, SA. is to ensure that the directors of the Company António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira perform their duties without the Company incurring any additional expense. So, the Company does not directly pay any remuneration to any of its executive directors. Given that ATPS-Sociedade Gestora de Participações Sociais, SA. is owned by the directors António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, out of the above mentioned total of 900,000 euros in 2019, each director received the amount of 500,000 euros. The executive directors do not receive any remuneration from other companies in the group and acquired no pension rights in the year in question.
The non-executive member receives a fixed annual remuneration of 6,000 euros and no other remuneration of any kind. In particular, he receives no performance award, bonus or complementary performance-related fees, retirement supplement or any additional payments beyond the annual amount of 6,000 euros delivered to him by the Company.
No other amounts are paid on any account by other companies controlled by or belonging to the Group, except as indicated in nº 77 above.
During the year no remuneration was paid in the form of profit-sharing or awards.
No amounts were paid or are owed as compensation to directors who ceased to be directors.
The total remuneration received by the members of the Statutory Audit Committee in 2019 was 27,500 euros. This total breaks down as follows:
Chairman – Dr. Carlos Alberto Alves Lourenço - 9,900 euros; Vice-Chairman – Doutora Maria José Martins Lourenço da Fonseca: 8,800 euros; Member - Dr. Eduardo Moutinho Ferreira Santos: 8,800 euros.
Chairman of the Board – Dr.ª Luzia Leonor Borges e Gomes Ferreira – 1,333.34 euros;
No contractual limitation is envisaged for the compensation payable for unfair dismissal of a director, nor is there any indication of a relationship with the variable component of remuneration (the variable component is not stipulated in the contract), being applicable to this case the legal dispositions.
There are no agreements between the Company and the directors or other senior managers, within the meaning of article 248-B.3 of the Securities Code, that provide for compensation in the event of resignation, unfair dismissal or termination of the mandate or employment relationship following a change of control of the company, being applicable to this cases the legal dispositions, and namely the rules of the Companies Code and Labour Code.
There are no share or share option schemes in force.
The Company does not have any share or share option scheme.
No share options have been allocated to workers or employees of the Company.
Not applicable.
The Statutory Audit Committee has approved the criteria for a previous evaluation of the transactions between the Company and holders of qualified shareholdings or entities related to them, within the terms of art. 20 of the Securities Code, require prior assessment. The criteria has been defined as a transaction value equal to five per cent or more of the consolidated net assets of Ibersol SGPS, SA.
No businesses or transactions were entered into that required such prior assessment.
In 2019 it was not necessary for the Statutory Audit Committee to issue any opinion since there were no transactions that shoud be assessed by that body.
The procedures applicable to the Statutory Audit Committee's intervention in the prior evaluation of any business to be carried out between the Company and holders of qualifying holdings follow the rules of the respective Regulation of the Fiscal Council, published in www.ibersol.pt.
Information on transactions with related parties is provided in the Annex to the individual financial statements and in the Annex to the consolidated financial statements.
This Corporate Governance Report was prepared in accordance with CMVM Regulation 4/2013 of 1 August and with the new Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG) from 2019. In accordance with article 4. 2 of CMVM Regulation 4/2013, the necessary and indispensable information is disclosed as required by these regulations, both in substance and form.
The report complies with article 245-A of Securities Code and in accordance with the comply or explain principle, indicates the degree of compliance with the new Recommendations from the mentioned IPCG as stated in it´s 2019 Corporate Governance Code.
The reporting obligations under Law 28/2009 of 19 June, articles 447 and 448 of Companies Code and CMVM Regulation 5/2008 of 2 October 2008 with the changes of Regulation 7/2019. are also complied.
All the legal and regulatory texts mentioned in this report are available at www.cmvm.pt and www.cam.cgov.pt .
Overall Ibersol, SGPS, SA complies with the CMVM's corporate governance recommendations, as observes and exposes the degree of compliance with the new Recommendations of the Portuguese Institute of Corporate Governance, as follows:
| RECOMMENDATION | Degree of Compliance | Corporate Governance |
|---|---|---|
| Report | ||
| I.1.1 The company should establish mechanisms to ensure, in a suitable | ||
| and rigorous form, the production, management and timely disclosure of | Adopted | 29, 38, 49, 56 |
| information to its governing bodies, shareholders, investors and other | to 65 | |
| stakeholders, financial analysts, and to the market in general. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.2.1. Companies should establish standards and requirements regarding | ||
| the profile of new members of their governing bodies, which are suitable | Adopted | 15, 17 a 19, 26, |
| according to the roles to be carried out. Besides individual attributes | 31 to 33 and | |
| (such as competence, independence, integrity, availability, and |
36 | |
| experience), these profiles should take into consideration general | ||
| diversity requirements, with particular attention to gender diversity, | ||
| which may contribute to a better performance of the governing body | ||
| and to the balance of its composition. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.2.2. The company's managing and supervisory boards, as well as their |
| committees, should have internal regulations — namely regulating the | Adopted | 22, 23, 27 |
|---|---|---|
| performance of their duties, their Chairmanship, periodicity of meetings, | 34 to 35 | |
| their functioning and the duties of their members -, and detailed minutes | ||
| of the meetings of each of these bodies should be carried out. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.2.3. The internal regulations of the governing bodies - the managing | ||
| body, the supervisory body and their respective committees - should be | Adopted | 22, 27, 34 and |
| disclosed, in full, on the company's website. | 61 | |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.2.4. The composition, the number of annual meetings of the managing and supervisory bodies, as well as of their committees, should be disclosed on the company's website. |
Adopted | 23, 35, 62 63, 64 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.2.5. The company's internal regulations should provide for the existence | ||
| and ensure the functioning of mechanisms to detect and prevent | ||
| irregularities, as well as the adoption of a policy for the communication of | Adopted | 49 and 38 |
| irregularities (whistleblowing) that guarantees the suitable means of | ||
| communication and treatment of those irregularities, but safeguarding | ||
| the confidentiality of the information transmitted and the identity of its | ||
| provider, whenever such confidentiality requested. |
| Corporate | ||
|---|---|---|
| RECOMMENDATION | Degree of Compliance | Governance |
| Report | ||
| I.3.1. The bylaws, or other equivalent means adopted by the company, | ||
| should establish mechanisms that, within the limits of applicable laws, |
| 21 to 23, | |
|---|---|
| Adopted | 29, 34, 35, 38, |
| 50 to 55, 63 to | |
| 65 | |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.3.2. Each of the company's boards and committees should ensure the timely and suitable flow of information, especially regarding the respective calls for meetings and minutes, necessary for the exercise of the competences, determined by law and the bylaws, of each of the remaining boards and committees. |
Adopted | 21 to 23, 29, 34, 35, 38, 50 to 55, 63 to 65 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.4.1. .The duty should be imposed, to the members of the company's | ||
| boards and committees, of promptly informing the respective board or | Adopted | 49, 89 to 92 |
| committee of facts that could constitute or give rise to a conflict between | ||
| their interests and the company's interest |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| I.4.2. Procedures should be adopted to guarantee that the member in | ||
| conflict does not interfere in the decision-making process, without | ||
| prejudice to the duty to provide information and other clarifications that | Adopted | 49, 89 to 92 |
| the board, the committee or their respective members may request. |
| RECOMMENDATION | Corporate | ||
|---|---|---|---|
| Degree of Compliance | Governance | ||
| Report | |||
| I.5.1. The managing body should define, in accordance with a previous | |||
| favourable and binding opinion of the supervisory body, the type, the |
| scope and the minimum individual or aggregate value of related party | Adopted | 89 to 92 |
|---|---|---|
| transactions that: (i) require the previous authorization of the managing | ||
| board, and (ii) due to their increased value require an additional | ||
| favourable report of the supervisory |
| RECOMMENDATION | Corporate | |
|---|---|---|
| Degree of Compliance | Governance | |
| Report | ||
| I.5.2. The managing body should report all the transactions contained in | ||
| Recommendation l.5.1. to the supervisory body, at least every six months. | Adopted | 89 to 92, and 61 |
| RECOMMENDATION Degree of Compliance |
Corporate | |
|---|---|---|
| Governance | ||
| Report | ||
| II.1. The company should not set an excessively high number of shares to | ||
| confer voting rights, and it should make its choice clear in the corporate | Adopted | 12 to 14 |
| governance report every time its choice entails a diversion from the | ||
| general rule: that each share has a corresponding vote. |
| RECOMMENDATION | Corporate | |
|---|---|---|
| Degree of Compliance | Governance | |
| Report | ||
| II.2. The company shall not adopt mechanisms that make decision | ||
| making by its shareholders(resolutions) more difficult, specifically, by | Adopted | 12 to 14 |
| setting a quorum higher than that established by law |
| RECOMMENDATION | Corporate | |
|---|---|---|
| Degree of Compliance | Governance | |
| Report | ||
| II.3. The company should implement adequate means for the exercise of | 12 and | |
| voting rights through postal votes, including by electronic means. | partially adopted | explanation |
| below |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| II.4. The company should implement adequate means in order for its | ||
| shareholders to be able to digitally participate in general meetings. | Not adopted | v.d. explanation below |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| II.5. The bylaws, which specify the limitation of the number of votes that can be held or exercised by a sole shareholder, individually or in coordination with other shareholders, should equally provide that, at least every 5 years the amendment or maintenance of this rule will be subject to a shareholder resolution without increased quorum in comparison to the legally established and in that resolution, all votes cast will be counted without observation of the imposed limits |
Not applicable | 12 to 14 |
| RECOMMENDATION | Corporate | |
|---|---|---|
| Degree of Compliance | Governance | |
| Report | ||
| II.6. The company should not adopt mechanisms that imply payments or | ||
| assumption of fees in the case of the transfer of control or the change in | Adopted | 4 |
| the composition of the managing body, and which are likely to harm the | ||
| free transferability of shares and a shareholder assessment of the | ||
| performance of the members of the managing body. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.1. Without prejudice to question the legal powers of the chair of the | ||
| managing body, if he or she is not independent, the independent | ||
| directors should appoint a coordinator (lead independent director), from | ||
| amongst them, namely, to: (i) act, when necessary, as an interlocutor | Not applicable | 18 |
| near the chair of the board of directors and other directors, (ii) make sure | ||
| there are the necessary conditions and means to carry out their | ||
| functions; and (iii) coordinate the independent directors in the | ||
| assessment of the performance of the managing body, as established in | ||
| recommendation V.l.l. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.2. The number of non-executive members in the managing body, as | ||
| well as the number of members of the supervisory body and the number | 17, 18, 28, 29, | |
| of the members of the committee for financial matters should be suitable | Adopted | 31 to 33 |
| for the size of the company and the complexity of the risks intrinsic to its |
| activity, but sufficient to ensure, with efficiency, the duties which they | |
|---|---|
| have been attributed. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.3. In any case, the number of non-executive directors should be higher | ||
| than the number of executive directors. | Not adopted | 18 |
| RECOMMENDATION Degree of Compliance |
Corporate | |
|---|---|---|
| Governance | ||
| Report | ||
| III.4. Each company should include a number of non-executive directors | ||
| that corresponds to no less than one third, but always plural, who satisfy | ||
| the legal requirements of independence. For the purposes of this | ||
| recommendation, an independent person is one who is not associated | ||
| with any specific group of interest of the company, nor under any | ||
| circumstance likely to affect his/her impartiality of analysis or decision, | ||
| namely due to: | ||
| i)having carried out functions in any of the company's bodies for more | ||
| than 9 years, either on a consecutive or non-consecutive basis; | ||
| ii)having been a prior staff member of the company or of a company | ||
| which is considered to be in a controlling or group relationship with the | ||
| company in the last three years; | ||
| iii)having, in the last three years, provided services or established a | partially adopted | 17 and 18 |
| significant business relationship with the company or a company which is | ||
| considered to be in a controlling or group relationship, either directly or | ||
| as a shareholder, director, manager or officer of the legal person; | ||
| iv)having been a beneficiary of remuneration paid by the company or by a | ||
| company which is considered to be in a controlling or group relationship | ||
| other than the remuneration resulting from the exercise of a director's | ||
| duties; | ||
| v)having lived in a non-marital partnership or having been the spouse, | ||
| relative or any first degree next of kin up to and including the third | ||
| degree of collateral affinity of company directors or of natural persons | ||
| who are direct or indirect holders of qualifying holdings, or | ||
| vi) having been a qualified holder or representative of a shareholder of | ||
| qualifying holding. | ||
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.5. The provisions of (i) of recommendation III. 4. does not inhibit the qualification of a new director as independent if, between the termination of his/her functions in any of the company's bodies and the new appointment, a period of 3 years has elapsed (cooling-off period) |
Not applicable | 17 and 18 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.6. Non-executive directors should participate in the definition, by the | ||
| managing body, of the strategy, main policies, business structure and | Adopted | 24 |
| decisions that should be deemed strategic for the company due to their | ||
| amount or risk, as well as in the assessment of the accomplishment of | ||
| these actions |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.7. The supervisory body should, within its legal and statutory competences, collaborate with the managing body in defining the strategy, main policies, business structure and decisions that should be |
Not applicable | 15 |
| deemed strategic for the company due to their amount or risk, as well as in the assessment of the accomplishment of these actions. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance |
|---|---|---|
| Report | ||
| III.8. The supervisory body, in observance of the powers conferred to it by | ||
| law, should, in particular, monitor, evaluate, and pronounce itself on the | Adopted | 38 |
| strategic lines and the risk policy defined by the managing body. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.9. Companies should create specialised internal committees that are |
| adequate to their dimension and complexity, separately or cumulatively | Adopted | 24, 27 to 29 |
|---|---|---|
| covering matters of corporate governance, remuneration, performance | ||
| assessment, and appointments. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.10. Risk management systems, internal control and internal audit systems should be structured in terms adequate to the dimension of the company and the complexity of the inherent risks of the company's activity. |
Adopted | 50 to 55 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.11. he supervisory body and the committee for financial affairs should supervise the effectiveness of the systems of risk management, internal control and internal audit, and propose adjustments where they are deemed to be necessary. |
Adopted | 36 to 38, 51 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| III.12. The supervisory body should provide its view on the work plans and resources of the internal auditing service, including the control of compliance with the rules applied to the company (compliance services) and of internal audit, and should be the recipient of the reports prepared by these services, at least regarding matters related with approval of accounts, the identification and resolution of conflicts of interest, and the detection of potential irregularities. |
Adopted | 37, 38, 49, 51, 55 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| IV.1. The managing body should approve, by internal regulation or | ||
| equivalent, the rules regarding the action of the executive directors and | ||
| how these are to carry out their executive functions in entities outside of | Adopted | 22, 27 and 61 |
| the group. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| IV.2. The managing body should ensure that the company acts consistently with its objects and does not delegate powers, namely, in what regards: i)the definition of the strategy and main policies of the company; ii)the organisation and coordination of the business structure; |
||
| iii)matters that should be considered strategic in virtue of the amounts involved, the risk, or special characteristics. |
Adopted | 21, 24, 27 and 29 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| IV.3. In matters of risk assumption, the managing body should set | 24, 29, | |
| objectives and look after their accomplishment. | Adopted | 50, 52 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| IV.4. The supervisory board should be internally organised, implementing | ||
| mechanisms and procedures of periodic control that seek to guarantee | Adopted | 50, 51 |
| that risks which are effectively incurred by the company are consistent | ||
| with the company's objectives, as set by the managing body. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.1.1. The managing body should annually evaluate its performance as | ||
| well as the performance of its committees and delegated directors, | 24, 25 | |
| taking into account the accomplishment of the company's strategic plans | Adopted | |
| and budget plans, the risk management, the internal functioning and the | ||
| contribution of each member of the body to these objectives, as well as | ||
| the relationship with the company's other bodies and committees. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.1.2. The supervisory body should supervise the company's management, especially, by annually assessing the accomplishment of the company's strategic plans and of the budget, the risk management, the internal functioning and the contribution of each member of the body to these objectives, as well as the relationship with the company's other bodies and committees. |
Adopted | 38, 50 , 51 |
| RECOMMENDATION | Corporate | |
|---|---|---|
| Degree of Compliance | Governance | |
| Report | ||
| V.2.1. The remuneration should be set by a committee, the composition | ||
| of which should ensure its independence from management. | Adopted | 66 to 68 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.2.2. The remuneration committee should approve, at the start of each | ||
| term of office, execute, and annually confirm the company's |
||
| remuneration policy for the members of its boards and committees, | ||
| including the respective fixed components. As to executive directors or | Adopted | 69 to 76 |
| directors periodically invested with executive duties, in the case of the | ||
| existence of a variable component of remuneration, the committee | ||
| should also approve, execute, and confirm the respective criteria of | ||
| attribution and measurement, the limitation mechanisms, the |
||
| mechanisms for deferral of payment, and the remuneration mechanisms | ||
| based on the allocation of options and shares of the company. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance |
|---|---|---|
| Report | ||
| V.2.3. The statement on the remuneration policy of the managing and | ||
| supervisory bodies, pursuant to article 2 of Law no. 28/2009, 1 9 th June, | ||
| should additionally contain the following: | ||
| i. the total remuneration amount itemised by each of its components, the | ||
| relative proportion of fixed and variable remuneration, an explanation of | ||
| how the total remuneration complies with the company's remuneration |
| policy, including how it contributes to the company's performance in the | ||
|---|---|---|
| long run, and information about how the performance requirements | Adopted | 69 to 88 |
| were applied; | ||
| ii. remunerations from companies that belong to the same group as the | ||
| company; | ||
| iii. the number of shares and options on shares granted or offered, and | ||
| the main conditions for the exercise of those rights, including the price | ||
| and the exercise date; | ||
| iv. information on the possibility to request the reimbursement of | ||
| variable remuneration; | ||
| v. information on any deviation from the procedures for the application | ||
| ofthe approved remuneration policies, including an explanation of the | ||
| nature of the exceptional circumstances and the indication of the specific | ||
| elements subject to derogation; | ||
| vi. information on the enforceability or non-enforceability of payments | ||
| claimed in regard to the termination of office by directors. | ||
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.2.4. For each term of office, the remuneration committee should also | ||
| approve the directors' pension benefit policies, when provided for in the | 76, 83, 84 | |
| bylaws, and the maximum amount of all compensations payable to any | Not applicable | |
| member of a board or committee of the company due to the respective | ||
| termination of office. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.2.5. In order to provide information or clarifications to shareholders, the chair or, in case of his/her impediment, another member of the remuneration committee should be present at the annual general meeting, as well as at any other, whenever the respective agenda includes a matter linked with the remuneration of the members of the company's boards and committees or, if such presence has been requested by the shareholders |
Adopted | 69 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.2.6. Within the company's budgetary limitations, the remuneration |
| committee should be able to decide, freely, on the hiring, by the | ||
|---|---|---|
| company, of necessary or convenient consulting services to carry out the | ||
| committee's duties. The remuneration committee should ensure that the | Not applicable | 67 |
| services are provided independently and that the respective providers do | ||
| not provide other services to the company, or to others in controlling or | ||
| group relationship, without the express authorization of the committee. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.3.1. Taking into account the alignment of interests between the company and the executive directors, a part of their remuneration should be of a variable nature, reflecting the sustained performance of the |
Not applicable | 69 to 72 |
| company, and not stimulating the assumption of excessive risks. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.3.2. A significant part of the variable component should be partially | ||
| deferred in time, for a period of no less than three years, thereby | Not applicable | 71 , 72 |
| connecting it to the confirmation of the sustainability of the performance, | ||
| in the terms defined by a company's internal regulation. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.3.4. When variable remuneration includes the allocation of options or | ||
| other instruments directly or indirectly dependent on the value of shares, | Not applicable | 71 to 74 |
| the start of the exercise period should be deferred in time for a period of | ||
| no less than three years. |
| Corporate | ||
|---|---|---|
| RECOMMENDATION | Degree of Compliance | Governance |
| Report | ||
| V.3.5. The remuneration of non-executive directors should not include | ||
| components dependent on the performance of the company or on its | Adopted | 69 |
| value |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.3.6. The company should be provided with suitable legal instruments so | ||
| that the termination of a director's time in office before its term does not | Adopted | 83, 84 |
| result, directly or indirectly, in the payment to such director of any | ||
| amounts beyond those foreseen by law, and the company should explain | ||
| the legal mechanisms adopted for such purpose in its governance report. |
| RECOMMENDATION | Degree of Compliance |
Corporate Governance Report |
|---|---|---|
| V.4.1. The company should, in terms that it considers suitable, but in a demonstrable form, promote that proposals for the appointment of the members of the company's governing bodies are accompanied by a justification in regard to the suitability of the profile, the skills and the curriculum vitae to the duties to be carried out. |
Adopted | v.d. documents published in this context in www.ibersol.pt with the proposals of election occurred at the General Meeting 2017 |
| Corporate | ||
|---|---|---|
| RECOMMENDATION | Degree of Compliance | Governance |
| Report | ||
| V.4.2. The overview and support to the appointment of members of | ||
| senior management should be attributed to a nomination committee, | Not applicable | 15, 27 to 29 |
| unless this is not justified by the company's size. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance |
|---|---|---|
| Report | ||
| V.4.3. This nomination committee includes a majority of non-executive, | ||
| independent members. | Not applicable | 15, 27 to 29 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| V.4.4. The nomination committee should make its terms of reference | ||
| available, and should foster, to the extent of its powers, transparent | ||
| selection processes that include effective mechanisms of identification of | Not applicable | 15, 27 to 29 |
| potential candidates, and that those chosen for proposal are those who | ||
| present a higher degree of merit, who are best suited to the demands of |
| the functions to be carried out, and who will best promote, within the | |
|---|---|
| organisation, a suitable diversity, including gender diversity. |
| RECOMMENDATION Degree of Compliance |
Corporate | |
|---|---|---|
| Governance | ||
| Report | ||
| VI.1. The managing body should debate and approve the company's | ||
| strategic plan and risk policy, which should include a definition of the | Adopted | 24, 50, 52 to 55 |
| levels of risk considered acceptable. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| VI.2. Based on its risk policy, the company should establish a system of risk management, identifying (i) the main risks it is subject to in carrying out its activity; (ii) the probability of occurrence of those risks and their respective impact; (iii) the devices and measures to adopt towards their mitigation; (iv) the monitoring procedures, aiming at their accompaniment; and (v) the procedure for control, periodic evaluation and adjustment of the system. |
Adopted | 24, 50 to 55 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
| VI.3. The company should annually evaluate the level of internal compliance and the performance of the risk management system, as well as future perspectives for amendments of the structures of risk previously defined. |
Adopted | 24, 50 to 55 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| VII.1.1. The supervisory body's internal regulation should impose the | ||
| obligation to supervise the suitability of the preparation process and the | ||
| disclosure of financial information by the managing body, including | ||
| suitable accounting policies, estimates, judgments, relevant disclosure | Adopted | 34 , 38 |
| and its consistent application between financial years, in a duly | ||
| documented and communicated form. |
| RECOMMENDATION | Degree of Compliance | Corporate Governance |
|---|---|---|
| Report | ||
| VII.2.1. Through the use of internal regulations, the supervisory body | ||
| should define: | ||
| i. the criteria and the process of selection of the statutory auditor; | ||
| ii. the methodology of communication between the company and the | Adopted | 34, 37, 38 |
| statutory auditor; | ||
| iii. the monitoring procedures destined to ensure the independence of | ||
| the statutory auditor; | ||
| iv. the services, besides those of accounting, which may not be provided | ||
| by the statutory auditor. |
| Corporate | ||
|---|---|---|
| RECOMMENDATION Degree of Compliance |
Governance | |
| Report | ||
| VII.2.2. The supervisory body should be the main interlocutor of the | ||
| statutory auditor in the company and the first recipient of the respective | ||
| reports, having the powers, namely, to propose the respective | Adopted | 34, 37, 38 |
| remuneration and to ensure that adequate conditions for the provision of | ||
| services are ensured within the company. |
| Corporate | ||
|---|---|---|
| RECOMMENDATION | Degree of Compliance | Governance |
| Report | ||
| VII.2.3. The supervisory body should annually assess the services | ||
| provided by the statutory auditor, their independence and their suitability | ||
| in carrying out their functions, and propose their dismissal or the | Adopted | 37 , 38 |
| termination of their service contract by the competent body when this is | |
|---|---|
| justified for due cause. | |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| VII.2.4. The statutory auditor should, within their powers, verify the application of policies and systems of remuneration of governing bodies, the effectiveness and the functioning of the mechanisms of internal control, and report any irregularities to the supervisory body. |
Adopted | 38 to 41 |
| RECOMMENDATION | Degree of Compliance | Corporate Governance Report |
|---|---|---|
| VII.2.5. The statutory auditor should collaborate with the supervisory | ||
| body, immediately providing information on the detection of any relevant | Adopted | 38 and 51 |
| irregularities as to the accomplishment of the duties of the supervisory | ||
| body, as well as any difficulties encountered whilst carrying out their | ||
| duties. | ||
Recommendation II.3 - In the absence of expressive requests from shareholders until the present date regarding the exercise of the right to vote by electronic means, this modality is not yet foreseen in the Company's By-laws, without prejudice of that modality can be considered relevant in future By-laws revision.
Recommendation II.4 - In the absence of expressive requests from shareholders until the present date regarding the modality of participation in the General Meeting by telematic means, this modality is not yet foreseen in the Company's Bylaws, without prejudice to such modality can be considered relevant in future By-laws revision.
The company should provide any additional elements or information that, if not finding explained in the preceding paragraphs, are relevant to understand the model and governance practices adopted.
In compliance of the premises supra exposed and in terms of the 245º-A article, number 1, alinea r) of the Portuguese Securities Code, we will expose the information about the diversity policy applied in the Company related to it's management and supervisory bodies, namely in terms of age, sex, qualifications and professional background, also the objectives of this diversity policy, the way it was pursued, and it's results in the 2019 exercise.
The diversity policy applied by the company related to it's management and supervisory bodies complies with the following general principles:
The candidates for members of the management and supervisory bodies should observe:
Experience in sufficiently senior positions in companies or similar organizations that provide them:
To evaluate, challenge and develop of the most senior managers of the company;
To evaluate and challenge the corporate strategy of the group and its main subsidiaries;
To evaluate and challenge the operational and financial performance of the company;
To evaluate the degree of compliance in the organization of the Ibersol values;
In addition to the common basic minimums, each candidate individually must contribute to the overall knowledge and competencies of the Board of Directors, as follows:
Deep and international knowledge of the main sectors of activity of Ibersol;
Knowledge of the main markets and geographies of the main businesses;
Knowledge and skills in management techniques and technologies that determine the success of companies with dimension in our sectors of activity;
Candidates must have the human qualities, clarity of purpose, analytical ability, synthesis ability and communication skills required for a large number of diverse and complex subjects can be discussed in necessary limited time and necessary depth to provide high quality and timely decision making;
Subject to the fulfilment of the other factors, a significant representativeness of genres and origins should seek to achieve a significant representativeness of genres and origins.
The composition of the management and supervisory bodies elected by the General Meeting in most of the Group's Companies complies the above mentioned guidelines, presenting a balanced diversity of gender, origin, qualifications and professional background.
In the Statutory Audit Committee and General Meeting's Board whose composition is above described in this report, the proportion of persons of each sex respects, in advance, the limiting principles imposed by the Article 5 of Law 62/2017 1st August. However this perspective has not occurred in the appointment of the Board of Directors members started in 2017 for it's four-year mandate.
The diversity and professional experience of the members of the Board of Directors and the Statutory Audit Committee are a result of it's respective curriculum vitae.
In addition to the elements above described, there are no other relevant elements to be considered.
Under the terms of the authority assigned to this Committee by the General Meeting of shareholders of Ibersol SGPS, SA. and under the terms of article 26.2 of the By-laws of the Company, the function of this Remuneration Committee is to set the remuneration of the members of the corporate governing bodies.
Under the applicable terms of the By-laws, the Remuneration Committee was appointed by the General Meeting of Shareholders on 26th May 2017 and is made up of three members, who are independent of the members of the Company's governing and audit bodies.
The Remuneration Committee thus submits this report for the consideration of this General Meeting and for the purpose of adoption of Recommendation of the Corporate Governance Code of the Instituto Português de Corporate Governance. The report contains the guidelines followed by this Committee in setting the remuneration of the members of the governing and audit bodies and the Board of the General Meeting, as follows:
a) The remuneration of the members of the Board of the General Meeting for 2019 was set at a fixed annual amount, payable twelve times a year, having its members earned the following annual remuneration:
Chairman – Dr.ª Luzia Leonor Borges e Gomes Ferreira: € 1,333.34 ;
Vice-Chairman – Dr.ª Raquel de Sousa Rocha: € 667,92 ;
Secretary – Dr.ª Maria Leonor Moreira Pires Cabral Campello: € 333.36;
b) The shareholder ATPS-SGPS, SA. provided administrative and management services to the Group and in 2019 received from the investee Ibersol, Restauração, SA. a total of 1,000,000 euros for such services. One of the obligations of ATPS-Sociedade Gestora de Participações Sociais, SA. under the contract of services with Ibersol, Restauração, SA. is to ensure that the directors of the Company António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira perform their duties without additional expenses that the Company has to incur. The Company does not directly pay any remuneration to any of its executive directors. Given that ATPS-Sociedade Gestora de Participações Sociais, SA. is controlled by the directors António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, out of the abovementioned total of 1,000,000 euros paid in 2019, it is supposed that each director has received the amount of 500,000 euros. The non-executive member receives annual remuneration of 6,000 euros, and has not received any other remunerations of any kind, namely performance bonuses, bonuses or any additional performance fees and / or any additional payments at the annual amount of 6,000 euros provided to by the company.
The mentioned executive directors do not receive any other remuneration in other companies of the group nor have pension rights acquired in 2019.
In view of the above, it is not possible to issue a statement on the remuneration policy of the members of the governing body of the company, particularly a report containing the information mentioned in actual article 2.3 of Law 28/2009.
c) The remuneration of the members of the Statutory Audit Committee for 2019 was set at a fixed annual amount, payable twelve times a year. The individual members received the following annual remuneration: Chairman - Dr. Carlos Alberto Alves Lourenço: € 9,900.00; Vice-Chairman - Dr.ª Maria José Martins Lourenço da Foseca: € 8,800.00; Member – Dr. Eduardo Moutinho Santos: €8,800.00;
The general principles observed are essentially those that emerge from the law, taking into account the activities actually performed by the above persons, also the Company's economic situation and the usual terms and conditions in comparable situations. The functions performed by each member of the corporate governing bodies were considered in the most broadest sense of the activity actually performed, using the level of responsibility as an assessment parameter. The weighting of the functions is considered in a broad sense, in the light of various factors, particularly the level of responsibility, the time spent and the value the member's institutional role added to the Group. The size of the company and the degree of complexity of the assigned functions is also an important aspect. The combination of the abovementioned factors and assessment thereof serves to guarantee not only the interests of the post holders but also the primordial interests of the Company. The remuneration policy we submit to the approval of the Shareholders of the Company is therefore based on the abovementioned parameters, consisting of the remuneration of the members of the corporate bodies in a gross fixed amount, paid in twelve monthly instalments until the end of the year. In setting all remuneration, the general principles stated above were observed: functions performed, situation of the Company and comparative criteria for equivalent degrees of performance.
Oporto, 5th May 2020.
Vítor Pratas Sevilhano, Dr. Joaquim Alexandre de Oliveira e Silva, Dr. António Maria de Borda Cardoso, Dr.
According to the competence established under article 11º of IBERSOL, SGPS SA. By- laws, the Board of Directors has the responsibility to determine the general remuneration policy and incentives for the Company's Directors positions and also, for all the administrative and technician personnel.
Under the terms of number 3 of the article 248º-B and 245º-A of the Securities Code, Directors are, besides Management and Supervisory Bodies members, those who have regular access to privileged information and take part in the company's decisions upon management and negotiation strategy.
According to CMVM Recommendations upon publicly listed companies corporate governance, and to promote transparency, in order to comply with Recommendations of Corporate Governance, the Board of Directors submits to this General Meeting this statement with the guidelines observed to determine the mentioned remunerations, as follows:
a) The remuneration policy adopted for Ibersol's Directors matches with the policy determined for the generality of the Company's employees.
b) However, the Company's Directors remuneration contains a fix remuneration and an eventual performance bonus.
c) The evaluation of the performance quality and the performance bonus are established according to the criteria previously defined by the Board of Directors.
d) Therefore, behaviour factors of each Director, namely, specific competencies to the function, its level of responsibility, ability to adjust to company's management and specific procedures, autonomy level of individual performance, will be attended to determine an eventual performance bonus, being also considered the technical and/or the financial-economic performance in the Directors' business sector, as well as the financial/economic performance of IBERSOL.
Besides the position of President of the Statutory Audit Committee of Ibersol SGPS, SA., he performs functions in the following Societies outside Ibersol Group :
Besides the position of Vice-President of the Statutory Audit Committee of Ibersol SGPS, SA., she performs functions in the following Societies outside Ibersol Group:
Besides the position of effective Member of the Statutory Audit Committee of Ibersol SGPS, SA., he performs the following cargo in a company outside Ibersol Group:
Member of Supervisory Board: IVN-Serviços Partilhados, SA.
Performs no other cargos in companies behind the cargo of Substitute Member of the Satutory Audit Committee of Ibersol SGPS, SA.
Besides the position of Board´s President of Ibersol SGPS, SA. General Meeting, she performs functions in the following Societies outside Ibersol Group:
Besides the position of Vice-President of Ibersol SGPS, SA. General Meeting Board, she performs functions in the following Societies outside Ibersol Group:
She performs no other cargos in other societes behind the Secretary cargo of Ibersol SGPS, SA. General Meeting Board.
Oporto, 5th May 2020.

A large group with big ambitions.
At the Ibersol Group, corporate sustainability is a mission that, year after year, we have been enforcing in our practices, because doing better and taking action are the precepts that guide us in achieving our ambitious ethical, social and environmental sustainability goals.
This year, in compliance once again with the provisions of Article 508(G) of the Commercial Companies Code, with the wording introduced by Decree-Law 89/2017, of 28 July, we present the 13th edition of our Sustainability Report which describes the practices implemented during the 2019 financial year and includes all necessary information to understand the development, performance, position and impact of the Group's business in pursuit of its sustainability goals.
In recent years, the Ibersol Group has implemented a continuous improvement model for the management processes that underlie its active sustainability policies, incorporating, from the outset, the dynamics of environmental sustainability and, in its management, striving for operational rationality and to minimise its environmental impacts. However, given its size and role as a major employer, the Group is also aware of the role it plays in social responsibility as a major employer. It provides thousands of interconnected jobs that are the foundation of households and especially relationships that, besides employability, ensure training and professional and personal development. No less important is the relationship with the different stakeholders, be they suppliers, partners or investors, who have a direct impact on economic sustainability. These sustainability dynamics have resulted in the integration of environmental, social and economic aspects into the Group's decision-making process, clearly adding and creating value for its entire business ecosystem.
More recently, and given its multinational profile and that it is a major employer in several countries and on different continents, the Ibersol Group began identifying themes in the 2030 Agenda from a corporate sustainability perspective, namely the 17 Sustainable Development Goals (SDGs). The challenge is clearly to develop sustainability practices which, within the Ibersol Group's business ecosystem, make an increasingly greater contribution to a more sustainable world, seeking to identify all possible overlapping issues with the 2030 Agenda and to work on specific pillars of action that make sense for stakeholders.
To this end, the Ibersol Group constantly addresses sustainability in its environmental, social and economic programmes in the markets in which we operate – Portugal, Spain and Angola, seeking to always do better and more.
Immediately after acquiring the Eat Out Group in Spain, the Ibersol Group started having greater social responsibility for the significant increase in the number of employees. Indeed, month after month we actively contributed to job creation in Portugal and Spain, and in Angola, amidst an economic environment with constraints, we focused our efforts on maintaining existing operations, thereby preserving jobs, which is particularly important in a fragile economy.
In terms of environmental sustainability, we continue to actively reduce the Ibersol Group's ecological footprint, constantly identifying areas for improvement with a view to optimising and enhancing the value of the resources we use for our business. In this regard, we are mindful of Community guidelines and the transposition thereof into the markets in which we operate, in particular reducing plastic in all food and beverage processes, in our restaurants and in our take away and delivery services.
On the other hand, it is our effective management that has us continuously focused on the rational use of energy and water, replacing equipment so as to use renewable and/or clean energy sources and continuously reducing CO2 emissions.
In short, today we are a large modern Portuguese food service group present in several countries and on two continents that has a direct impact on the lives of thousands of employees, a plethora of suppliers and partners, and is highly recognised in society, serving millions of meals every month. This means we have greater environmental, social and economic responsibility, which we take very seriously in all our management processes.
For all these reasons and what is described in this report, we are very pleased with everyone's effective commitment, throughout the various levels of the organisation, which we interpret as a reflection of the soundness of our values and what we believe to be a shared commitment: full and dynamic sustainability throughout society.
The Board of Directors would firstly like to thank all Group employees for the dedication, commitment and enthusiasm they showed in overcoming the challenges faced during this year.
We also appreciate the trust and loyalty our customers place in us, the collaboration of our franchisees, financial institutions and that of our suppliers and other partners.
We would also like to express our gratitude to all the shareholders who place their trust in Ibersol.
Thank you also to the Audit Committee, Auditors and Statutory Auditor for their close collaboration and for facilitating dialogue in the monitoring and auditing of the company's management.
Oporto, May 5th 2020
The Board of Directors
António Carlos Vaz Pinto de Sousa António Alberto Guerra Leal Teixeira Juan Carlos Vázquez-Dodero de Bonifaz
Ibersol is a multi-brand group established in the Iberian Peninsula and in Portuguese-speaking countries, positioned in the organised food service business. It respects the values associated to quality, safety and the environment, based on qualified and motivated personnel committed to fully satisfying consumer needs, thereby assuring a suitable return for its shareholders' investments.
To lead the commercial food service business in the Iberian Peninsula and in Portuguese languagespeaking markets, driven by motivated service-oriented personnel.
2019 was a year of growth, thanks to both domestic and foreign consumption, driven by the boost in tourism. In this context, the Ibersol Group followed the country's trend by investing in opening more restaurants in the markets in which we operate and consolidating concessions in the travel segment.
In Portugal, the Group opened an additional 14 Burger King restaurants, with more than 100 units in total, 3 Pizza Hut delivery units and 3 KFC restaurants. But the opening that was most widely received by Portuguese consumers was that of two Taco Bell restaurants, one in Almada Forum and the other in Norte Shopping, a famous north American brand offering Mexican food.
In Spain, the Ibersol Group continued the integration and merger resulting from its acquisition of the Eat Out Group, readjusting its food service units, based on contractual conditions, return and strategic interests. Of particular note are the concession tenders awarded, which will enable us to fully convert 16 new restaurants to the established concepts in the travel segment. The Group also prepared for the opening of all units awarded in winning tenders for the Barcelona, Gran Canaria, Malaga and Alicante airports.
In Angola, the suspension of expansion and the concentration of resources in sustaining and deepening the operation of KFC and Pizza Hut were maintained, while it waits for economic conditions to improve.
The assessment of the business portfolio and termination of some concessions led to the decision to close 23 units, 7 owned and 16 franchised, with no concession closures in 2019.
With the Iberian market developing positively, the selective expansion plan continued to be implemented, which saw the Group opening 41 new units, 38 owned and 3 franchised.
At the end of 2019, the Ibersol Group had a total of 659 owned and franchised stores, of which 547 are owned units and 112 are franchised units. There are 355 stores located in Portugal, 287 in Spain, 10 in Angola and 7 in other locations.

Figure: Business Portfolio as at 31-12-2019
Ibersol – SGPS, S.A. is a publicly traded company with a share capital of EUR 36,000,000, with registered offices at Edifício Península, Praça do Bom Sucesso, no. 105 to 159 – 9th floor, 4150-146 Porto. It is registered at the Porto Companies Registration Office under unique corporate registration and taxpayer number 501669477.
It is governed by the following Governing Bodies:
The Shareholders' General Meeting convenes annually to discuss the year's financial statements and the opinion of the management and supervisory bodies.
The business strategy and goals of Ibersol Group's various affiliates are defined by the Executive Committee, in collaboration with the Central Departments and the departments of each business, as well as those of Shared Services. Results are regularly assessed every quarter. Similarly, major decisions are taken monthly by the Executive Committee, after consulting with the Ibersol Group's Operating Departments.
Ibersol Group's management is results-oriented, by monitoring indicators and objectives, and is based on action programmes and plans aimed at continuous improvement to increase the efficiency and effectiveness of key processes and operations, in order to keep costs down, minimise waste and increase productivity, return and satisfaction.

The Ibersol Group walks side by side with its stakeholders, establishing trust-based relationships built on an ethical commitment, loyal and transparent communication, and by genuinely striving to always accomplish the best for the partnership and its future, seeking to ensure a return for everyone involved.
The Ibersol Group takes an interest in, is inspired by and creates with its customers in mind, aiming to provide them with an enjoyable, safe, healthy and surprising experience during every visit. The Ibersol Group's teams are continuously driven by a genuine interest in wanting to get to know their current customers as well as those they hope to win over.
The Ibersol Group believes and engages, transforms and enhances value, discovers talent and sets those people challenges.
We endeavour to give all our employees the same opportunities, so they can grow and progress in a challenging, ambitious and confident manner. At the Ibersol Group we foster a learning environment and provide all the tools needed to build know-how, enhance value and encourage autonomy.
The Ibersol Group wants its employees to be able to experience the organisation's values in their daily lives, imbuing its management with an economic and effective approach whereby the processes create value and ensure food quality and safety, with minimal waste and environmental impact, by means of happy, competent and responsible teams committed to offering each Customer a pleasant and connective moment.
Increasingly more aware of the environment, the Ibersol Group strives to support, protect, act and engage with the community to make the world a better place. To replenish what the world gives us every day, the Group participates and contributes so that the community and environment can develop positively and sustain its wealth of resources for this and future generations.
Environmental – Environment, Suppliers, Franchisees.
Economic – Shareholders, Franchisees, Regulatory Authorities.
Social – Customers, Society, State, Our People.
Given the nature of the Ibersol Group's business, our corporate reality is highly volatile, permanently exposed to challenges, transformations and changes, which implies an accelerated pace of management.
Only by systematically anticipating risks across all business areas will we be able to define suitable strategies to prevent adversity and to also create an environment conducive to sustainable and continuous improvement.
The Ibersol Group has risk control mechanisms, which are duly supported by internal procedures and standards. The information available - namely consolidated Financial and Accounting, Human Resources, Quality, Procurement, Logistics and Marketing plans, objectives, processes, procedures and indicators - allow us to conduct real-time assessments in different risk scenarios. Concurrently, the Group is prepared to reassess and redefine established strategies and implemented plans, at any time.
We are aware of the risks inherent to the Ibersol Group's different activities, and that is why some business areas are managed directly by operating departments, taking their specific nature into account.
It is the Quality Department's responsibility to ensure that preventive and control measures are implemented across the Ibersol Group's various business areas, in particular:
The Labour and Legal-Employment Relations Department is responsible for managing the processes related to occupational risks and for fostering well-being at work. The risks of accidents at work or occupational diseases occurring are managed using the following programmes and measures:
Information and consultation of employees regarding Occupational Health and Safety;
Training on safety principles and health promotion during employee induction, recertification and the change of jobs;
Implementation of self-protection measures at the Ibersol Group units;
It is also worth mentioning the re-certification of the Occupational Health and Safety Management System as regards management of the Ibersol Group's food service operations and the food service provision at VOG – Tecmaia, in accordance with the requirements of the OHSAS 18001:2007/NP 4397:2008 standard, which ensures that compliance with international Health and Safety requirements are pursued and guaranteed.
It is incumbent upon the Finance Department to manage the various financial risks to which the Group is naturally exposed, and that are inherent to the unpredictability of the markets, namely foreign exchange risk, interest rate risk, credit risk, liquidity risk and capital risk. The efforts made by the Financial Department aim at minimising the adverse effects of these potential risks.
In this regard, the Ibersol Group follows a natural hedge policy, obtaining financing in local currency. Given that we operate essentially in the Iberian market, bank loans are mostly in euros and purchase volumes, outside of the euro area, do not have a significant weight.
Our main source of exposure stems from investment in the Angolan operation, outside the euro operating area, which is still small in size and losing weight within the Group's activity. The imbalances in the Angolan economy are causing a shortage of foreign currency in Angola and, therefore, the depreciation of the kwanza is a risk to be taken into account.
Funding the Angolan subsidiary in foreign currency, in the amount of USD 500,000, does not expose us too much given that the amount is not very large. Other borrowings by Angolan subsidiaries are denominated in local currency, the same currency in which income is generated. In light of the current limitations to foreign payments, the group has adopted a policy to monitor credit balances in foreign currency on a monthly basis and fully hedging the risk by purchasing Angolan treasury bonds, indexed to the USD.
With the exception of the Angolan Treasury Bonds, the Ibersol Group does not have any significant interest-bearing assets. Thus, profit and cash flows from investment are largely independent of fluctuations in the market interest rate. As regards the Angolan Treasury Bonds, which are indexed to the US dollar, they also do not present a risk as they have a fixed interest rate.
The Ibersol Group's main interest rate risk stems from liabilities, namely long-term loans. Variable-rate loans expose the Group to cash flow risks associated with the interest rate. Fixed-rate loans expose the Group to fair value risk associated with the interest rate.
With current interest rate levels, the Group's policy is to set interest rates up to 50% of the amount owed, for long-term financing.
The Ibersol Group's main activity is sales paid in cash or by credit/debit card, which means there are no relevant credit risk concentrations.
As regards accounts receivable, risk is limited to the Catering and Franchising business areas, which account for approximately 6% of consolidated turnover. The Group began monitoring accounts receivable more regularly in order to:
Liquidity risk management implies maintaining a sufficient amount in cash and bank deposits, the feasibility of consolidating floating debt by using a suitable amount of credit facilities and the ability to liquidate market positions. Cash flow needs are managed based on annual planning, which is reviewed every quarter and adjusted on a daily basis. In accordance with the dynamics of the underlying businesses, the Ibersol Group flexibly manages commercial paper and negotiates credit lines available at all times.
The Ibersol Group seeks to maintain a level of equity capital suited to the characteristics of its main business (cash sales and supplier credit) and to ensure continuity and growth. The balance of the capital structure is monitored based on the financial leverage ratio (defined as: net remunerated debt/net remunerated debt + equity capital), with the purpose of situating it in the 35%-70% bracket.
Environmental risk management falls under the purview of the Quality Department, which implements and reinforces sustainability concepts encouraging the adoption of more sustainable and efficient practices in all of the Ibersol Group's areas of operation.
In this regard, several measures have been implemented to encourage responsible and proactive behaviour and procedures which provide shared value for the business, the environment and society in priority areas, namely the circular economy and waste management, conservation of natural resources and reduction of our ecological footprint.
It is also worth mentioning the NP EN ISO 14001:2015 – Environmental Management Systems recertification, which attests to the commitment of the entire structure to reinforcing its environmental performance in managing the impact of its operations, namely by optimising the use of natural resources, protecting the environment and reducing the business's ecological footprint.
The Ibersol Group and its business areas are supported by the function of a permanent legal counsel dedicated entirely to the specific area, liaising with the other central and business departments, in order to pre-emptively safeguard the Group's interests whilst complying with legal duties and obligations. Legal counsel is also provided, both nationally and internationally, by recognised external experts.
When it comes to strategic planning, the risks of the business portfolio are identified and assessed, new businesses and major projects are assessed, and the methods to manage those risks are then defined.
At an operational level, the risks associated with the management goals of each business are identified and assessed, and the actions to manage those risks are planned. These actions are included in and monitored by the business plans and operating units.
By operating several international brands through franchising, the Group executes long-term contracts which it has been renewing, although there is no obligation to do so. With a view to maintaining the continued partnerships with franchisees, the Ibersol Group endeavours to cultivate and maintain good relations, based on transparency and mutual trust, and seeks to strictly comply with all its contractual obligations and defined standards, in order to run an operation of excellence.
With its acquisition of the Eat Out Group, the Ibersol Group now holds a significant portion of its turnover in airport space concessions, which are granted through fixed-term tenders, the renewal of which is not ensured.
Finally, operations in the food service sector can be impacted by potential food crises or raw material
market distortions, and by possible changes in consumption patterns, which may significantly impact the financial statements, and, thus, also require an equally vigilant and preventive attitude.
| Distribution of Value by Stakeholder (€MN) |
2019 | 2018 | 2017* | 2016 | 2015 |
|---|---|---|---|---|---|
| Customers | 482.8 | 447.4 | 442.8 | 269.9 | 213.7 |
| Employees | 133.6 | 134.2 | 115.7 | 61.6 | 49.4 |
| Shareholders | 3.4 | 3.1 | 2.2 | 2 | 1.0 |
| Franchisees | 15.4 | 13.8 | 13.8 | 10.8 | 8.7 |
| (Corporate Tax/Social State Security/Other Taxes) |
1.0/35.2/1.4 | 2.1/33.1/1.2 | 2.5/32.4/1.3 | 3.9/15.1/1.3 | 2.8/11.6/0.6 |
| Suppliers (IFR16 not considered) | 274.7** | 243.8 | 249.6 | 178 | 131.9 |
| Financing Entities | |||||
| Interest | 5.1 | 4.9 | 6.5 | 3.8 | 1.9 |
| Borrowings | -4.1 | -7.7 | -22.5 | 102 | 4.2 |
| EBITDA (MN€) (IFR16 not considered) | 60.1** | 61.0 | 65.3 | 47.1 | 32.7 |
| Turnover (MN€) | 485.4 | 450.1 | 448.3 | 269.8 | 213.7 |
| Own Share Trading | 56,821,301 | 53,542,285 | 54,305,000 | 32,900,000 | 26,800,000 |
* Effect of integrating the Eat Out Group.
** IFR16 not considered
| 2019 | 2018 | 2017 | 2016 | 2015 | |
|---|---|---|---|---|---|
| No. of Units | 659 | 641 | 646 | 667 | 377 |
| Ibersol Brand Units | 344 | 362 | 410 | 447 | 122 |
| Franchised Brand Units | 315 | 279 | 236 | 220 | 255 |
100% selective separation of waste material and cooking oils
600 tonnes of oil for biodiesel
9,460 tonnes of CO2 avoided
| 2019 | |
|---|---|
| Units Certified in accordance with ISO 22000: 2005 | 31 |
| Concepts Represented in the NP EN ISO220000 Certification: 2005 | 100% |
| External Food Hygiene and Safety audits | +1200 |
| Complaints per 100,000 transactions | 3,51 |
| Average monthly complaints | 99,8 |
| Laboratory Controls | +2000 |
| Mystery Customer Audits | 178 |
| Guest Experience Survey (GES) | 202 042 |
| 2019 | |
|---|---|
| No. of Group Employees | 11,272 |
| Women | 5,922 |
| Men | 5,350 |
| % Women | 53% |
| % Men | 47% |
| Education in Portugal | 2019 |
|---|---|
| Employees in Training | 7,307 |
| Total Training Hours | 456,206 |
| Average Training Hours per Employee | 62 |
| Training hours in Occupational Health and Safety | 21,667 |
| Training hours in Food Hygiene and Safety | 39,282 |
Detailed information on the Ibersol Group's Economic Performance is presented in the 2019 Annual Report and Consolidated Financial Statements of Ibersol - SGPS, S.A., available for consultation on the website www.ibersol.pt.
For the Ibersol Group, environmental sustainability is more than a goal, constant development. That's why we systematically seek environmentally throughout the organisation's value chain. We are increasingly committed to a vision of a circular economy that encourages a dissocia resources. This vision has led to the pursuit of strict environmental management practices in their various facets. it is a practice that is in environmentally-responsible solutions dissociation between economic growth and the increased consumption of responsible tion l – Environmental
In this regard, every day the Ibersol Group strives to reduce the environmenta namely regarding: environmental impact of its business,
Waste production: organic waste, packaging and used cooking oils;
Contribution to the circular economy: by reducing single single-use plastic products;
Consumption of resources: energy and water;
CO2 emissions;
... and to involve all stakeholders in complying with environmental sustainability and in the circular economy.
Reflecting these concerns, in 2019 the Group renewed its NP EN ISO 14001:2015 Management Systems certification. This certification attes to reinforcing its environmental performance in managing the impact of its operations, namely by optimising the use of natural resources, protecting the environment and reducing the business's ecological footprint. attests to the commitment of the entire structure
Ensuring the principles of efficiency and a circular economy are relationship with suppliers and in process and product development. It was based on these principles that we held a session on the Circular Economy in 2019, a joint initiative with the Ministry of the Environment and Energy Transitio aspects that we uphold in our Transition. ts single-
In recent years, and particularly in 2019, there has been pressure to reduce the consumption of single use plastics, which has brought significant challenges in finding alternative solutions that a harmful to the environment. In this regard, a working group has been formed to identify and reduce the amount of existing plastic packaging and to reinforce the principles of a circular economy in our operations. are less

The production of packaging wa materials and products – is inevitable in our line of business. waste – service packages delivered to customers and packages of raw In order to ensure that this waste is correctly routed and treated, and as in previous years, we renewed our contract to participate in the Integrated Waste Packaging Management System, coordinated by Sociedade Ponto Verde.
The aim of this system is to ensure the collection, recovery and recycling circuit, as well as to decrease the volume of waste deposited in landfills.
Equally important is the fact that all of the Group's units play an active role in the selective separation of waste (paper/cardboard, plastic/metal and glass), a task performed on a daily basis and without exception, in all restaurants and in every office.
In this regard and in partnership with Sociedade Ponto Verde, in 2019 we held some "Ibersol Green Day" awareness campaigns.
"Always Recycle" was the theme of these initiatives, which involved more than 200 people from our offices in Porto and Lisbon. We have always been concerned with promoting environmental management practices, thereby raising awareness among all those who work with us, because with small gestures we can all make a difference and help save the planet, which is our home.
This message and these campaigns were shared with all those who follow us through the Viva Bem Blog and on the Ibersol Group's Instagram page.

Due to its importance, there is strict follow-up of the packaging waste performance indicator and it should be mentioned that in 2019, nearly 1,700 tonnes of packaging waste were generated, up 17% compared to 2018, mainly due to increased activity by the Ibersol Group, the opening of new stores and the expansion of the service format through aggregators like Glovo and UberEats, with greater coverage and an increase in the number of participating stores.
| Service Packaging (kg) |
Packaging of Imported Products (kg) |
Total (kg) |
|
|---|---|---|---|
| Plastic | 190,591 | 166,015 | 356,606 |
| Paper/Cardboard | 804,583 | 498,961 | 1,303,544 |
| Steel/Aluminium | 1,400 | 30,524 | 31,924 |
| Total | 996,574 | 695,500 | 1,692,074 |
Equally, the production of cooking oil waste continued to be closely managed and monitored, ensuring that 100% of waste produced is routed, recycled and recovered.
In 2019, approximately 600 tonnes of used cooking oil were sent to biodiesel production.
The Ibersol Group has implemented measures to reduce energy, gas and water consumption, thereby enabling energy efficiency solutions to be identified, namely with the upgrading and/or modernisation of already installed technical systems.
The Ibersol Group installs LED lighting in its new stores and has replaced conventional bulbs with led lighting in existing stores. LED lighting helps ensure energy efficiency in lighting while maintaining the same brightness levels with equipment that uses less energy. LED lighting is currently the most efficient technology and has a longer lifespan. This type of lighting does not generate as much heat in the space.
Restaurants were painted with brighter colours on the walls and ceilings to make better use of natural light and thus reduce artificial lighting. As a good practice to reduce consumption, presence/motion sensors were installed in corridors, changing rooms and bathrooms so that lights switch on and off automatically.
Electrical equipment (motors, compressors, etc...) need reactive power to operate, which does not produce work.
The excessive consumption of reactive power, associated with low power factor values, has its disadvantages:
This power was offset in stores by installing a set of capacitors.
In 2019, the On/Off Control Plan continued to be implemented, which includes several good energy efficiency practices. With this plan, the idea is to switch off electrical equipment when not in use for some time, and delay switching on electrical equipment, knowing in advance how long the equipment needs to reach the desired temperatures. As these are measures that do not imply any investment, the return is immediate. During off-peak hours, we chose to switch off the air-conditioning system, the new air extraction machines and exhaust machines and the outdoor lighting, through automatic support systems with timers.
The Group's fittings comprise cupboards, counters and fridges.
The energy efficiency of these cooling systems implies reducing the energy consumed, without compromising the quality of the stored products.
To minimise the thermal load, products are introduced at storage temperature to reduce cooling needs.
To avoid wide variations in temperature, when opening and closing the door of the cooling equipment, eCubes were installed. eCubes have a gel in them that acts as a food simulator and are connected to the temperature control sensors of the fridges and freezers. As the sensors are in contact with the gel (which is the simulated temperature of the food), the control systems activate the evaporators and cooling compressors. The cycles of the cooling/freezing cabinets are therefore significantly reduced (on average by 66%). Correctly reading the temperature of the food reduces the need for the compressors to start up, thereby helping to reduce electricity consumption, which varies between 10% and 30%.
At Ibersol Group restaurants, air renewal is done through mechanical ventilation systems with supply and extraction fans. Fresh air is introduced through the return plenum of the air conditioning units.
When operating, air conditioning systems represent a significant cost, which is directly related to the set-point defined for operation of the systems.
By adjusting the operating temperature to a more suitable setting (18ºC in winter and 25ºC in summer), which is a cost-free measure, we saved 7% in energy consumption.
Variable speed drives were installed for exhaust and smoke extraction fans. These drives help reduce energy consumption by an average of 20% to 25% and, because the power factor does not need to be controlled, they also help reduce the use of reactive power, ultimately leading to a savings in the respective cost in electricity bills. Variable speed drives also help extend the useful like of a motor, as they lessen mechanical stress.
After observing the futures markets for 2020 and 2021, by analysing power purchase proposals, we opted to purchase power at a fixed price for the period between the second quarter of 2019 and the third quarter of 2021, at the lowest price on the futures market, €51/MWh.
Combined with the network drop, we chose the best average price in a fixed market.
Electricity
| Year | 2019 | 2018 | 2017 | 2016 | 2015 |
|---|---|---|---|---|---|
| Electricity consumption points* |
351 | 327 | 310 | 299 | 270 |
| Total Consumption (kWh) |
38,652,469 | 35,982,997 35,482,475 |
35,042,964 | 34,219,60 5 |
|
| Average consumption per point (kWh/store) |
110,121 110,040 |
114,460 | 117,201 | 126,739 | |
| Consumption decrease – same stores as the previous year (kWh) |
652,842 | 869,886 | 1,056,929 | 1,842,325 | 2,385,714 |
| Consumption decrease – same stores as the previous year (kWh) |
1.81 | 2.45 | 3.02 | 5.38 | 8.07 |
* Consumption points vary annually, due to store openings and/or closures, or the number of units where such information can be collected.
By implementing the energy efficiency measures in the Ibersol Group stores, we were able to achieve a 1.81% reduction in electricity consumption in 2019 compared to that used by the same facilities in 2018.
| Year | 2019 | 2018 | 2017 | 2016 | 2015 | |
|---|---|---|---|---|---|---|
| Consumption points ** | 195 | 182 | 168 | 158 | 144 | |
| Total consumption (kWh) | 15,807,476 | 14,256,886 | 13,857,226 | 13,265,482 | 12,242,638 | |
| Average consumption per point (kWh) |
81,064 | 78,335 | 82,483 | 83,959 | 85,018 |
** Consumption points vary annually, due to store openings and/or closures, equipment changes or the number of units where such information can be collected.
By installing new equipment and replacing burners with more efficient versions, a 0.21% decrease in gas consumption was achieved, compared to that used by the same facilities in 2018.
The Ibersol Group continues to be committed to reducing CO2 emissions by seeking solutions which help minimise the impact of greenhouse gases on the environment.
Compared to last year and considering the same number of stores, we directly and indirectly prevented 9 thousand tonnes of carbon dioxide from polluting the atmosphere 2018.
Indirect CO2 emissions
| Year | 2019 | 2018 | 2017 | 2016 | 2015 |
|---|---|---|---|---|---|
| Specific CO2 emissions (kg/kWh) | 0.25 | 0.37 | 0.35 | 0.33 | 0.32 |
| CO2 emissions avoided in consumption (tonnes) |
9,458 | 13,314 | 12,419 | 11,564 10,984 | |
| Production with renewable energy (kWh) | 12,011 11,987 12,198 | 11,687 11,945 | |||
| CO2 emissions avoided – production with renewable energies (tonnes) |
2.37 | 5 | 4.35 | 3.8 | 5.6 |
| Total CO2 emissions avoided (tonnes) | 9,460 | 13,319 | 12,423 | 11,568 11 |
Direct of CO2 emissions
| Year | 2019 | 2018 | 2017 | 2016 | 2015 |
|---|---|---|---|---|---|
| CO2 emissions produced in gas consumption (tonnes) |
1,747 | 2,644 | 2,345 | 2,242 | 2,191 |
| CO2 emissions produced in gas consumption (tonnes CO2/store) |
9 | 15 | 14 | 14 | 15 |
Water
Besides the environmental concern, reducing wasted water has economic implications, due to the increased price of water, which varies in different parts of the country.
Measures were taken to reduce water consumption, such as:
Installing flow regulators. These fittings for taps and showers replace the traditional mesh filter and reduce flow by more than 50%, thus saving water. Flow regulators add air into the water, thus producing millions of microbubbles. This helps reduce water flow by half, without loss of volume. As a result, it feels as though we are using the same amount of water, at the same pressure;
Installing efficient flushes, fitted with water discharge levels;
Shortening and changing irrigation scheduling in gardens;
Implementing verification routines for taps, flushes, plumbing, junctions and valves, for early detection of repair needs and fixing water leaks;
Checking water accumulators and distribution lines, ensuring efficient insulation.
Variation in water consumption:
| Year | 2019 | 2018 | 2017 | 2016 | 2015 |
|---|---|---|---|---|---|
| Total consumption (m3 ) |
192,075 | 191,568 | 189,879 | 189,234 | 188,600 |
Water consumption indicated for 2019 corresponds to all consumption points.
Hot water is produced with a water heater installed in the washing up area and electrical hot water storage tanks for the sinks and basins. We opted to use Class A water heaters in the auxiliary and washing up area, as they ensure good performance with an efficiency of 88% for the total nominal load.
In installations with a drive, thermosyphon solar heating systems with a storage tank and solar collectors are installed. This system converts solar energy into useful heat through a solar collector located outside the building, where heat transfer fluid circulates through the collector panels. The storage tank allows hot water to be used when the need for hot water does not coincide with availability of the resource, for example, at night.
The solar heating system is backed up by conventional systems for the production of hot water. However, because it preheats water, it represents savings on gas and electricity consumption.
People development at the Ibersol Group has made significant qualitative leaps, and is of growing importance in the job market. Employability events have been improved, with a reworked and bolder image in line with the Ibersol culture and values.
At a time of constant and increasingly rapid digital transformation, the Ibersol Group has consolidated its presence on social media, by creating and feeding business profiles on Instagram, Facebook and LinkedIn. These profiles allow us to be even closer to our stakeholders, letting them know where we are and where we are headed, with loyalty and transparency. And because we are experts in wellbeing, we've also improved our talent retention strategies.
Touted as a "School for Life", the company invests in the continuous training of its people. This investment is embodied by the Ibersol Academy, an international, inclusive and modern academy that equips employees in the different countries with the skills currently sought after in the market. We also renewed our partnership with one of the most prestigious business schools in Portugal, the Porto Business School, co-designing initial and continued training programmes for employees with high development potential and who hold key positions within the organisation.
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of employees | No. | % | No. | % | No. | % | No. | % | No. | % | |
| Women (%) | 3,622 | 51.79% | 3,287 | 53.50% | 2,706 | 53.40% | 2,902 | 53.40% | 2,370 | 54.00% | |
| Men (%) | 3,372 | 48.21% | 2,860 | 46.50% | 2,256 | 46.60% | 2,534 | 46.60% | 2,020 | 46.00% | |
| Total | 6,994 | 6,147 | 100% | 4,962 | 100% | 5,436 | 100% | 4,390 | 100% |
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Age bracket | No. | % | No. | % | No. | % | No. | % | No. | % |
| < 18 | 238 | 3.40% | 175 | 2.85% | 131 | 2.41% | 65 | 1.31% | 45 | 1.03% |
| 18 to 25 years of age | 3,370 | 48.18% | 2,951 | 48.01% | 2,564 | 47.17% | 2,332 | 47.00% | 1,943 | 44.26% |
| 26 to 30 years of age | 1,120 | 16.01% | 1,054 | 17.15% | 989 | 18.19% | 957 | 19.29% | 928 | 21.14% |
| 31 to 35 years of age | 798 | 11.41% | 701 | 11.40% | 631 | 11.61% | 603 | 12.15% | 572 | 13.03% |
| > 35 | 1,468 | 20.99% | 1,266 | 20.60% | 1,121 | 20.62% | 1,005 | 20.25% | 902 | 20.55% |
| Total | 6,994 | 100% | 6,147 | 100% | 5,436 | 100% | 4,962 | 100% | 4,390 | 100% |
| 2019 | 2018 | 2017 | 2016 | 2015 | |
|---|---|---|---|---|---|
| Academic qualifications | % | % | % | % | % |
| < Year 12 | 37.65% | 40.07% | 42.95% | 44.70% | 47.54% |
| ≥ Year 12 | 62.35% | 59.93% | 57.05% | 55.30% | 52.46% |
| Total | 100% | 100% | 100% | 100% | 100% |
| Higher Education | 9.59% | 9.35 | 9.25% | 9.20% | 9.52% |
| 2019 | 2018 | 2017 | 2016 | 2015 | |
|---|---|---|---|---|---|
| Employee Turnover | % | % | % | % | % |
| Total | 104.00% | 85.00% | 89.00% | 79.00% | 71.04% |
| Units | 107.00% | 88.00% | 92.00% | 81.00% | 73.11% |
| Business Structure/ Central Functions |
12.00% | 17.00% | 10.00% | 23.00% | 24.61% |
| Management Teams | 30.00% | 28.00% | 27.00% | 21.00% | 21.91% |
| Females | Males | |
|---|---|---|
| Career Stage | % | % |
| Operation | 49% | 51% |
| Shift Management | 64% | 36% |
| Unit Management | 51% | 49% |
| Business Structure/ Central |
||
| Functions | 62% | 38% |
| Age bracket | |||||
|---|---|---|---|---|---|
| Career Stage | < 18 | 18 to 25 years of age |
26 to 30 years of age |
31 to 35 years of age |
> 35 |
| Operation | 4% | 57% | 14% | 9% | 16% |
| Shift Management | 0% | 25% | 31% | 21% | 23% |
| Unit Management | 0% | 1% | 11% | 27% | 60% |
| Business Structure/ Central |
|||||
| Functions | 0% | 7% | 12% | 10% | 71% |
| Academic qualifications | ||||||
|---|---|---|---|---|---|---|
| Career Stage | < Year 9 | Year 9 | High School | Higher Education |
||
| Operation | 7% | 36% | 51% | 5% | ||
| Shift Management | 5% | 30% | 52% | 13% | ||
| Unit Management | 3% | 25% | 50% | 21% | ||
| Business Structure/ Central |
||||||
| Functions | 6% | 32% | 61% |
| Seniority | |||||
|---|---|---|---|---|---|
| Career Stage | < 6 months | 6 to 12 months | 1 to 2 years | 2 to 4 years | > 4 years |
| Operation | 48% | 14% | 15% | 14% | 9% |
| Shift Management | 10% | 5% | 12% | 38% | 35% |
| Unit Management | 3% | 1% | 4% | 15% | 76% |
| Business Structure/ Central |
|||||
| Functions | 10% | 6% | 11% | 19% | 55% |

The Ibersol Group has always been touted as a "School for Life". During 2019, this motto took on a new dimension with the creation of the "Ibersol Academy". An international Corporate Academy that has as a priority knowledge management and the development in the different countries with the skills currently sought after in the market. of critical skills, equipping equipping employees
As such, we create development opportunities based on personalised training plans, enabling employees to acquire new knowledge and advance in their careers.
For every career stage, there is a potential are able to develop skills for new roles, thus ensuring that everyone knows what is expected of them at all times and the challenges they may face. training programme in which people identified as having growth
If everyone in each role is guaranteed to be certified as per the programmes associated to their current and past roles, then all managers will surely be prepared to support the development of their respective teams. All managers must possess train transmission of know-how and best practices. training/coaching skills to ensure effective top ing/coaching top-to-bottom
To this end, classroom training is combined with on consolidation of what is learned. Constant follow ingredients to achieve good results. how on-the-job training, thereby ensuring acquisition and dation follow-up by managers and on-the job the-job training are key
Minimum qualification levels for each career development programme at ensuring that the best people have access to opportunities, along with those who try hard to achieve their goals. Special training is also funded for those with further ambitions. have been determined and aim
We aim to continually increase employee skill and qualification levels, and ensuring that a job at Ibersol is synonymous with an opportunity for growth and enhanced value. For this reason, protocols have been implemented with Novas Oportunidades (New Opportunities) career centres nationwide, so that everyone can progress with confidence and see their skills formally recognised.
Ibersol's goal is for all its training programmes to achieve industry recognition, and for the career paths it helps build to effectively enhance people's value.

To this end, Ibersol's certification by DGERT (General Directorate for Employment and Labour Relations) is guaranteed and best training practices have been identified and developed. Partnerships have also been established with other entities that enable recognition of the Group's training programmes.
| Occupational Health and Safety | ||||
|---|---|---|---|---|
| Content | Training hours (h) | Trainees | ||
| Preventing Accidents at Work | ||||
| Accidents at Work | ||||
| Accidents with Customers | ||||
| Organisation of Fire Safety | 21,667 | 5,399 | ||
| First Aid | ||||
| Occupational Health | ||||
| Food Safety | ||||
| Course content | Training hours (h) | Trainees | ||
| Food Safety | ||||
| Different types of Contamination | ||||
| Food Microbiology | ||||
| Hygiene of Food Handlers | 39,282 | 5,619 | ||
| Hygiene of Facilities, Equipment, | ||||
| Tools and Surfaces | ||||
| ISO 22:000 standard | ||||
| Other Training Programmes | Training hours (h) | Trainees | ||
| Onboarding/Integration | ||||
| Operational Training | ||||
| Training for Management Teams | 395,257 | 6,863 | ||
| Other areas | ||||
| Total | 456,206 | 7,307 |
The Ibersol Group took in a total of 36 interns in 2019, 30 doing a curricular internship totalling 37,390 hours of on-the-job training, and 6 professional internships, corresponding to 9,342 hours of work.
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Internships | No. | Training hours |
No. Training hours |
No. | Training hours |
No. | Training hours |
No. | Training hours |
|
| Curricular | 30 | 37,390 | 32 | 10,694 | 20 | 5,333 | 25 | 7,507 | 25 | 6,320 |
| Professional | 6 | 9,342 | 5 | 7,800 | 10 | 15,600 | 26 | 31,778 | 36 | 48,344 |
⋅
Occupational Health and Safety is one of the key areas of any organisation, impacting not only individual well-being but also collective balance.
Ensuring a culture of safety across all quadrants of the company is, therefore, a mission the Ibersol Group strives to fulfil every day to encourage the participation of all employees in pursuit of the same goal.
With such a diverse pool of employees, distributed across a host of countries, investing in prevention and safety, by raising awareness as regards best practices for collective and individual behaviour, is the most efficient formula for achieving the desired outcomes.
Based on these principles of awareness, in 2019, the Group:

| Viv iberso |
で | |||
|---|---|---|---|---|
| PROGRAMA | PROGRAMA | |||
| SEGURANÇA E SAUDE | SEGURANÇA E SAŬDE | |||
| Certificado de Platina 2019 | Certificado Gold 2019 | |||
| 0 | 0 | |||
| Pontuação: _________________________ | Pontuação: _________________________ | |||
| Atribuído a: __ | Atribuído a: _______________________ | |||
| Visafety | Visafety |
• Evacuation drills at the head offices;
⋅
2019 also marks the re-certification of the Occupational health and Safety Management System as regards management of the Ibersol Group's food service operations and the food service provision VOG – Tecmaia, in accordance with the requirements of the OHSAS 18001:2007/NP 4397:2008 standard. certification survey "Have a Say" to provision at
In order to understand the needs and perception of employees regarding the organisation, the Ibersol Group conducts the annual s gauge the motivation and satisfaction of Ibersol operations employees in Portugal. The results from each unit, received from the management and coordination teams and the respective HR Business Partners, are used to design specific action plans to improve the indicators. tion r TY REPORT
The 2019 survey was conducted in May with a participation rate of 77%, corresponding to nearly 4,500 professionals.
In 2019, Ibersol also achieved a "truly positive" evaluation from its
employees in all areas under review. "Training" and "Relationship with the Line Manager" are the areas which best met the expectations of the internal audience, in the same period.
At the same time, and to provide additional information, "Have a Say" also includes an open question for employees to share their concerns or suggest improvements. In this regard, 1,092 open comments were received in 2019.

Note: results of the "Have a Say" Survey
In order to improve employees' well-being and their sense of belonging, the Ibersol Group continued with the "Ibersol em Movimento" ("Ibersol in Motion") programme, as part of the various initiatives and challenges it promotes to encourage interaction between colleagues outside of work.
This year, 85 employees took part in the Futibersol sports tournament. This competition, which reinforces Ibersol culture and teamwork, includes two semi-finals (Porto and Lisbon) and a final held in Porto. The winner of the 2019 tournament was "F.C. Porto-Burger King".

At the offices, Ibersol continued its "i-Office Break" programme in 2019, an initiative that began in 2015, comprising lunch or tea offered by the various business units to present the new range of products of the different Group brands and to encourage monthly gatherings and opportunities for sharing among employees.
Real Companhia Velha, in Vila Nova de Gaia, opened its doors to around 560 guests for the Ibersol Group Christmas Dinner where 25 awards were attributed to employees who stood out the most in a wide range of work areas, for results achieved and practising Ibersol values. During the Christmas Dinner, charity hats were offered to guests, the purchase of which resulted in a donation of EUR 750 to projects led by Associação Salvador, an association that supports people with physical disabilities.

The competition "As nossas melhores Máscaras de Carnaval" (Our best Carnival Masks) was once again held during Carnival, with 57 people entering the co competition.

As part of the Christmas festivities, Ibersol offered around 1,700 tickets to the Christmas Circus to its employees and their children. In this initiative all the children were given a snack and small gifts. Another edition of the children's tories) also took place, with a total of 37 participants, all of whom received a present. contest "Desenhos e Contos de Natal" (Christmas Drawing and Short

In pursuit of its own sustainability values and principles, the Ibersol role in promoting initiatives that include its surrounding communities. modern food service, driven by a commitment to customer service excellence and continued employee development, the Ibersol Group has never forgotten its responsibility as a participatory Group continues to play an active As a precursor to the concept of agent in the society it is a part of. As such, its policy is to be present in the various sectors of society through charity events, donations, training and other kinds of initiatives.
PORTO de FUTURE

Launched by the Porto City Council to bring civil society and the school community together, the "Porto de Futuro" (Porto of the Future) programme has had the Ibersol Group as its partner from the outset. As part of this partnership, several initiatives have already been held with various partner companies, children and adolescents from the school groupings in the northern region included in the programme.
As part of the "Porto de Futuro" project, the Junior Achievement Portugal Association challenges schools in the region by holding training programmes focused on entrepreneurship with support from partner companies, which provide training for students from year 1 through to year 9.
In 2019, 2 volunteers from Ibersol trained 20 pupils from the António Nobre school cluster focusing on the theme "Family".
The Innovation Challenge challenges pupils to solve real-life problems that companies are usually faced with. During the day, high school pupils are put into teams to work on these challenges, aided by volunteers from various consulting companies.
In 2019, Ibersol was represented by 2 volunteers, who advised teams participating in the competition.
The kitchens of the brands that make up the Ibersol Group continue to regularly welcome visits from groups of children and adolescents, giving them the opportunity to take a closer look at the teams' dynamics and the discipline involved in food preparation procedures. Below are some of the visits that took place in 2019 as part of the "Open Kitchen" initiative.
The Central Production Unit, where (mid to high-range) food is prepared on a large scale, is the perfect place to encourage learning and acquiring skills for students from hotel and cookery schools. This led the Unit to open its doors to the Porto School of Hospitality. These field trips are an exchange of synergies between both institutions and helps train students and integrate them into the job market.
KFC DV Antas welcomed 10 students from the School of Nutritional Sciences of the University of Porto for a guided tour of the unit so they could better understand the mandatory rules of the food safety system, control of the daily check list included in the unit's operations and the equipment used for food safety monitoring (thermometers, Testo sensor, timer, etc.).
In Estarreja, Burger King welcomed 18 children from the Gulpilhares SOS Children's village. These Villages have been around for 70 years and are designed to protect children who do not have parental care or are at risk of losing their families. These children really need positive experiences and the visit to the store provides each of them a different meal and an enriching experience.
In Vila Nova de Gaia, 3 Burger King units welcomed 3 young people from the Gaia SOS Village for a summer internship, to help them get a feel for working life and create an interest in a professional career.
The Azores Pizza Hut and Burger King units welcomed students from the Laranjeiras Secondary School (cookery and waiter/bartending courses), school club "O Liceu" (summer programmes) and the 137th Scout Group from Santo António, Ponta Delgada, offering around 53 meals.
Actions of this kind took place nationwide and in units of the Group's different brands.
In São João da Madeira, 60 underprivileged children from the municipality were given a guided tour of the Pizza Hut unit, where each participant was given the opportunity to make their own pizza and eat it at the restaurant. With the same goal of opening its doors to children from problem homes, Pizza Hut in Lisbon welcomed 16 children and adolescents from Colégio Barão de Nova Sintra, giving them a guided tour of the facilities and offering lunch to them and their chaperones.

In 2019, several Ibersol Group brands took part in numerous social initiatives, by offering food products and equipment to various entities.
During the year, approximately 16 tonnes of food products that weren't used at events held by Silva Carvalho Catering were donated to two institutions, Casa da Sopa, in Lisbon, and Coração da Cidade, in Porto. Based on the same principle, Armazéns Multimarca also donated surplus products to the Portuguese Federation of Food Banks, and Pizza Móvel donated food products to the Vigo Food Bank.
The Central Kitchen established a partnership to supply low-cost meals to the Aga Khan Foundation which, in turn, offers them to its community and to charities in Lisbon. This partnership also encourages the sharing of experiences between Indian and Portuguese gastronomy.
The Pizza Hut units in Madeira support several sports initiatives by offering meals to local athletes who participated in the 6th Edition of the Rua Pontinha Football Cup, the 7th More Football Tournament Party - Salesianos Funchal, the 2nd Edition of the Clube Liceu CUP 2019, in the Machico Cup, in Badminton Caniçal and in the Champions Tournament - Escola de Caniçar Volleyball Day. These initiatives included around 600 participants.
The brand also sponsored lunch for about 85 students from local schools in the "Doutorecos" summer programmes, for beneficiaries of the São João de Deus Health Centre (Psychosocial Rehabilitation) and for students from the Escola da Levada Maths Week.
Also in Madeira, Burger King offered meals and discounts in support of the 2019 Inter-Neighbourhood Tournament, the 2019 National Street Football Tournament and the 25th Edition of the São Miguel Volleyball Tournament, with a total of 155 participants.
In the Azores, Multimarca sponsored the Praia da Vitória Festivals (Terceira Island), in the amount of EUR 150. The Burger King and KFC brands also sponsored the 7th Edition of the Pauleta Azores Soccer Cup U13 and the Pauleta Foundation Christmas Party, offering about 700 meals to the Foundation's athletes and staff. Burger King and Pizza Hut supported the 13th U11 EF Pauleta Pizza Burger Tournament and the 7th U13 EF Pauleta Pizza Burger Tournament, offering around 150 meals.
Also in the Azores, Burger King offered discounts to 80 children and 6 adults from the Casa de Povo de Arrifes After School Activity Centre on a trip to Parque Século XXI (21st Century Park). Pizza Hut also offered a 50% discount on all meals delivered onsite to the 120 participants of the São Miguel Basketball Association Get-together. Ó Kilo offered meals to the 25 participants of the Regional Martial Arts Championship.
In Porto, SOL offered 30 meals to the participants of the Rio Douro - Associação Bagos d'Ouro Regatta.
In the Algarve, for the second year running, Pans & Company offered some 63 meals to children between the ages of 7 and 10 in the Bambis and Minis Group who participated in the 2018/2019 Season Kick-off Sports Tournament, an event hosted in partnership with the Faro Handball Association.

Burger King, in Lisbon, offered meals to children from the S. Miguel Foster Home (Fátima) during a visit to the city. The Colombo unit welcomed a group of 22 young people from the institution, offering
lunch to them and their chaperones/guardians from the institution. In Portalegre, Burger King served Christmas lunch to a group of 13 at risk children and young people from the Veiros Foundation.
In Albergaria-a-Velha, Burger King received a special request from children attending Branca Primary School, who wanted to try one of its meals. The unit promptly offered 6 children's menus to the children and was given a drawing as a token of appreciation.

As part of a team building activity to build team spirit and raise the team's awareness of the importance of contributing to integration and equal opportunities, Pizza Hut offered 11 bicycles to Colégio Barão de Nova Sintra for institutionalised children and young people. This initiative was held on 7 February and the bicycles were delivered to the director of the institution, who was accompanied by 6 young people from the Institution. Some 105 Pizza Hut employees participated in the initiative, which helped improve the living conditions of institutionalised children and young people.

To contribute to the Fátima community and following Pizza Hut's annual meeting, a fining system was also implemented as part of the team building activity to collect donations for Centro de Apoio a Deficientes João Paulo II, an association that cares for severally disabled people who have been abandoned by their families. This symbolic gestured raised EUR 465, which was given to the institution on 19 February.
As in previous years, Pizza Hut also held several sports-based initiatives, mainly for children. Such is the case of the new edition of "Pizza Hut SK14ALL, which involved around 2,300 children nationwide, enabling them to have a skiing experience in Serra da Estrela.


Another noteworthy initiative is the "Projeto Curling By Pizza Hut", which is for the general public, and is part of the Group's partnership with Federação de Desportos de Inverno de Portugal (Portuguese Winter Sports Federation), with a view to familiarising the Portuguese with this Olympic sport and which saw the participation of 350 children and adolescents.

The Group continued its presence at KidZania, a theme park located in the Dolce Vita Tejo Shopping Centre for families with children and adolescents up to the age of 15. In this "city of professions", built to their scale, children can "play at being adults", in a highly realistic environment, in which Pizza Hut continues to be present.

Pizza Hut also supported the Sports Week activities by offering products to 1,000 children from Primary Schools in Castelo Branco.


In addition to these initiatives, the Group, and Pizza Hut in particular, also takes part in commemorative dates such as Children's Day and International Women's Day.


To comply with its 2019 Occupational Health and Safety goals, Pizza Hut held several awareness campaigns on Road Safety for Urban/City Driving - Riding Two-wheeled Vehicles, led directly by the Police (PSP). These campaigns aimed at helping to raise collective awareness of the dangers of riding two-wheeled vehicles to prevent accidents and thus ensure the safety of Home Delivery distributors. The sessions were attended by 634 Pizza Hut employees from across the country, with the vital collaboration of PSP and the Braga, Porto, Coimbra and Lisbon police departments.
In Spain, Burger King also held training sessions to help prevent road accidents and to share defensive driving practices with its distributors, in collaboration with the Autonomous Community of Madrid.

In Spain, Lurca, one of the Ibersol Group companies that represents the Burger King brand, is a "corporate friend" of the Friends of Rimkieta Foundation.
This support aims at helping the Foundation in its mission to provide the best possible living conditions in the Rimkieta and surrounding neighbourhoods in Ouagadougou, the capital of Burkina Faso. Aid is mainly provided to women and children to help in their education, nutrition and health, and for the social and professional development of women. In 2019, EUR 50,000 were donated for 2018 and 2019.

Source: www.amigosderimkieta.org
Between 23 and 29 September, another fundraising campaign under the "Graças a muitos espalhamos sorrisos por quem mais precisa" initiative was carried out, an initiative by the Ibersol Group in partnership with the Portuguese Federation of Food Banks Against Hunger.
Pizza Hut, Burger King, Pans & Company, Pasta Caffé and KFC customers, as well as those of other Group brands actively participated to help those in need. With this charity event, which saw the engagement of all Group employees, Ibersol raised EUR 26,656 from its customers and donated EUR 30,000 to the Portuguese Federation of Food Banks Against Hunger which were converted into food products and distributed among the 21 Food Banks on mainland Portugal and its islands.
This is the eleventh year in which the Ibersol Group holds this type of nationwide initiative, in Portugal, donating over EUR 765,000 in total through its Social Responsibility campaigns.

In 2019, the Ibersol Group once again had a strong involvement in the ADD HOPE project. This Social Responsibility project, in Angola, enabled the Group to hand over AOA 6,000,000 (six million kwanzas) to Instituição Cáritas Angola.
The ADD HOPE project is part of Ibersol Angola's Social Responsibility strategy which, over the years, has carried out important initiatives supporting the community. Therefore, the brands invited their customers to donate a minimum sum of AOA 50 to Cáritas, as they believe it is possible to build a better world.
Cáritas is involved in the following areas: reinforcing institutional capacity, health (especially on HIV-AIDS and mother and infant health); literacy and vocational training; agriculture (prioritising rural areas).
It should be noted that Ibersol Angola has supported Caritas Angola since 2012. As part of this collaboration, several projects have been implemented to improve the quality of life of the most vulnerable families in the country's poorest communities.

With regard to the integration of people with disabilities, Ibersol established several partnerships with different associations, in particular Associação Salvador, the Porto Cerebral Palsy Association, the Portuguese Association for the Disabled and the Gaia Vocational Rehabilitation Centre. Under these partnerships, visits were carried out with technical staff and beneficiaries to the various Ibersol Group units so they could see the workplace firsthand and the responsibilities the different jobs entail, for referral to and integration into the Ibersol Group.
Ibersol is a multi-brand group aspiring to provide unique restaurant experiences to all its customers. Positive experiences lead to relationships of trust, a vital asset that impacts the entire organisation.
The Group has set clear strategic goals for this asset and for ensuring customer satisfaction, addressing their needs and answering their queries, and on shifts in consumer behaviour, desires and expectations related to the products and services offered to them. Being customer-centric enables us to more clearly and quickly identify the trends to follow, to anticipate concepts and innovate the offer, helping us to be better aligned with the customer's needs and to strengthen the company's competitive position.
In 2019, the Ibersol Group had new indicators showing that customer-centric continuous improvement is the right strategy. Proof of this lies in the several certifications of our Management Systems in Food Safety, Quality, Environment, and Occupational Health and Safety, which is a rewarding achievement.
Customers are the most valuable asset in modern food services and the Ibersol Group knows this. The trust and loyalty we are shown are the result of our continued effort to ensure customer satisfaction in all relationships with the Group brands.
In this regard, the Ibersol Group conducts an in-depth study of each customer profile every day, seeking to identify the best practices to monitor consumer trends, adapting and changing the various units as regards spaces, products and services, and internal procedures, computer systems and new concepts.
In order to closely monitor customer experience, the Group measures and monitors the service quality of its restaurants and services. To this end, we regularly use tools that provide important indicators relating to customer satisfaction, namely quality audits, customer satisfaction surveys and management of complaints received.
In 2019, in Portugal, over 170 quality audits were carried out under this programme.
Also in 2019, feedback was received from 202,000 customers through answers to this online satisfaction survey.
All complaints received were also carefully reviewed, and provided us with important management indicators, which support corrective and continuous improvement actions.
Food quality and safety are core values in modern food service. Fully and comprehensively following these values goes a long way to ensuring sustainability.
To this end, the Group monitors consumer trends and the expectations of customers so as to enhance and improve resources and tools, thereby strengthening the trust placed in us by those who visit our restaurants.
It is the Ibersol Group's sustainability policy to ensure the utmost and timely satisfaction of its stakeholders when it comes to food quality and safety, in all markets. The Group takes an integrated approach to fulfil this principle with the quality and food safety management systems it has implemented throughout the value chain.
In 2019, the My HACCP project was launched within the various Group brands. Designed to improve food safety management tools already in use, this user-friendly and interactive app gives teams a realtime view of what is happening so they can focus on taking action to address critical/urgent issues.
This project puts an emphasis on investment in the continuous improvement of the food safety management system and culture implemented in all Ibersol Group stores.
In 2019, the Ibersol Group continued its process of continuous improvement, in line with the principles of the standards in which it is certified.
Of particular note is the certification of the Group's central production unit – IBERGOURMET - PRODUTOS ALIMENTARES, S.A. (UCP Modivas) – a GFSI standard with high demands on food safety requirements:
FSSC 22000 (Version 4.1) – scope: Ready to eat and ready to heat combined products and meals, sliced, fried, cooked including "sous vide", grilled, stewed, roasted, baked, packed in thermoformed plastic packages, with or without vacuum, thermo-sealed plastic bags with MAP, flexible plastic bags sealed, vacuum and MAP, at room temperature, chilled or frozen. (Category CIII)
IBERGOURMET - PRODUTOS ALIMENTARES, S.A. (UCP Modivas)
The Group also saw renewed certifications for the following standards:
HEADQUARTERS: Management of Food Service Operations of the Ibersol Group
VOG: Food Service Provision
HEADQUARTERS: Supply Chain Management of Food Service Operations of the Ibersol Group
Food Service/Catering Provision: Catering Estádio do Dragão; Pizza Hut - KFC - Cockpit Drinks & Tapas - Specially – Terminal; 1 Aeroporto de Lisboa; GoTo Terminal 1 Aeroporto de Lisboa; Burger King Aeroporto de Lisboa; Burger King Alameda Shopping; Quiosques Café Alameda; Shopping; KFC Alameda Shopping; Pizza Hut Alameda Shopping; Pans & Company Alameda Shopping; Burger King Colombo; Pizza Hut Colombo; Pans & Company Colombo; KFC Colombo; Burger King; NorteShopping; KFC NorteShopping; Pasta-Caffé NorteShopping; Pizza Hut NorteShopping; Miit Norteshopping; Pans & Company Norteshopping, Pizza Hut Foz; Pizza Hut Matosinhos; Vog Tecmaia; Blu CoffeShop; KFC CascaisShopping; Burger King Cascais, KFC Forum Montijo and KFC Amadora
Ibersol Angola's logistics chain and food service operation: : KFC Avenida, KFC Belas Shopping, KFC Benfica, KFC Benguela, KFC Che Guevara, KFC Drive Thru Aeroporto Luanda, KFC Morro Bento, KFC Nova Vida, KFC Zango, Pizza Hut Nova Vida.
Logistics operation of Multiparques Rangel
Supply Chain Management for Ibersol's / Eat Out Group's food service operations
Food Service Provision in Pans Sabadell and Ribs Maquinista
In accordance with the principles of transparency in communication with customers, all restaurants are able to provide information on potential allergens present in the over 3,000 products and raw materials used in our kitchens. This information is also available on the brands' websites and at www.vivabem.pt.
This programmes cuts across all Group brands and aims at providing information on nutrition, food safety, sport and well-being, for a healthier lifestyle.
Customers can explore the various aspects of this programme by visiting the website www.vivabem.pt/site and the blog https://vivabemoblog.wordpress.com/
| GRI Standards | ||||
|---|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | ||
| GRI 102 | 102-1 | Chapter 1 | ||
| GRI 102 | 102-2 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-3 | Chapter 2; back of the back cover; 2019 Annual Report and Consolidated Financial Statements |
||
| GRI 102 | 102-4 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-5 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-6 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-7 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-8 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-9 | 2019 Annual Report and Consolidated Financial Statements; Integrated Management System |
||
| GRI 102 | 102-10 | 2019 Annual Report and Consolidated Financial Statements; Integrated Management System |
||
| GRI 102 | 102-11 | Integrated Policy on Quality, Environment, Occupational Health and Safety and Food Safety; www.ibersol.pt |
||
| GRI 102 | 102-12 | Chapter 5; www.ibersol.pt; www.vivabem.pt; vivabemoblog.wordpress.com |
||
| GRI 102 | 102-13 | Portugal: AEP - Associação Empresarial de Portugal; AHRESP - Associação da Hotelaria, Restauração e Similares de Portugal; AIP - Associação Industrial Portuguesa; ATC - Associação de Turismo de Cascais; ATL - Associação de Turismo de Lisboa; ATP - Associação de Turismo de Porto e Norte de Portugal; CCILE - Câmara de Comércio e Indústria Luso Espanhola; CCIPA - Câmara de Comércio e Indústria Portugal Angola; COTEC Portugal - Associação Empresarial para a Inovação. Spain: AEF - Asociación Española de Franquiciadores; Entidad Urbanística de Conservación de A Granxa; CHP - Câmara de Comércio Hispano Portuguesa; Colegio de Graduados Sociales Angola: AHORESIA - Associação de Hotéis, Restaurantes, Similares e Catering de Angola. |
||
| GRI 102 | 102-14 | Chapter 1 | ||
| GRI 102 | 102-15 | Chapter 2 (2.7); Integrated Management System; 2019 Annual Report and Consolidated Financial Statements |
||
| GRI 102 | 102-16 | Chapter 1; Code of Good Conduct for Preventing and Fighting Harassment at Work; Standards, Procedures and Internal training instruments |
||
| GRI 102 | 102-17 | Chapter 1; Code of Good Conduct for Preventing and Fighting Harassment at Work; Standards, Procedures and Internal training instruments |
||
| GRI 102 | 102-18 | Chapter 2 (2.5); 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-19 | Chapter 2 (2.5); 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-20 | Chapter 2 (2.5); 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-21 | Customer surveys (GES and opinion cards); Study of the brands' image and positioning; Shareholders' General Meetings; Organisational climate survey "Have a Say", Employee Consultation on Occupational Health and Safety |
| GRI Standards | ||||
|---|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | ||
| GRI 102 | 102-22 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-23 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-24 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-25 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-26 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-27 | 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-28 | 2019 Annual Report and Consolidated Financial Statements | ||
| GRI 102 | 102-29 | Chapters 2, 4 and 5; 2019 Annual Report and Consolidated Financial Statements; Integrated Management System; NP EN 14001: Environmental Management System certification; NP EN ISO 9001: Quality Management System certification |
||
| GRI 102 | 102-30 | Chapters 2, 4 and 5; 2019 Annual Report and Consolidated Financial Statements; Integrated Management System; NP EN 14001: Environmental Management System certification; NP EN ISO 9001: Quality Management System certification |
||
| GRI 102 | 102-31 | Chapters 2, 4 and 5; 2019 Annual Report and Consolidated Financial Statements; Integrated Management System; NP EN 14001: Environmental Management System certification; NP EN ISO 9001: Quality Management System certification |
||
| GRI 102 | 102-32 | The Board of Directors is responsible for the sustainability policy and its implementation, as well as for validating the Sustainability Report, prior to being approved at the Shareholders' General Meeting |
||
| GRI 102 | 102-33 | Chapters 2, 4 and 5; 2019 Annual Report and Consolidated Financial Statements; Integrated Management System (Reviewed by Management) |
||
| GRI 102 | 102-34 | Chapters 2, 4 and 5; 2019 Annual Report and Consolidated Financial Statements; Integrated Management System (Reviewed by Management) |
||
| GRI 102 | 102-35 | The remuneration policies comply with legal and contractual requirements and with the internal regulations on this matter |
||
| GRI 102 | 102-36 | The decision on remuneration complies with legal and contractual requirements and the internal regulations on this matter, and uses the input from the Performance Management System. The performance of the area to which the employees belong is also considered, as well as the Ibersol Group's performance |
||
| GRI 102 | 102-37 | Chapter 5 (5.2); 2019 Annual Report and Consolidated Financial Statements; 'Have a Say' organisational climate survey |
||
| GRI 102 | 102-38 | 11.96 Indicator calculated for Portugal, based on the fixed remuneration. |
||
| GRI 102 | 102-39 | 1.82 Indicator calculated for Portugal, based on the fixed remuneration. |
||
| GRI 102 | 102-40 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-41 | Portugal: 1.54% - collective contract (unionized workers) and 98.46% - collective contract via extension ordinance (non-unionized workers) Spain: 100% Angola: not applicable |
||
| GRI 102 | 102-42 | Chapter 2; 2019 Annual Report and Consolidated Financial Statements; www.ibersol.pt |
||
| GRI 102 | 102-43 | Stakeholder identification and consultation (implemented consultation tools) and actions carried out according to expectations and needs; |
| GRI Standards | ||||||
|---|---|---|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | ||||
| Integrated Management System (ISO 9001:2015 Certification) | ||||||
| GRI 102 | 102-44 | Chapters 1 and 2; 2019 Annual Report and Consolidated Financial Statements |
||||
| GRI 102 | 102-45 | 2019 Annual Report and Consolidated Financial Statements | ||||
| GRI 102 | 102-46 | Integrated Management System | ||||
| GRI 102 | 102-47 | Integrated Management System | ||||
| GRI 102 | 102-48 | Integrated Management System | ||||
| GRI 102 | 102-49 | Integrated Management System | ||||
| GRI 102 | 102-50 | Chapter 1; 2018 Annual Report and Consolidated Financial Statements | ||||
| GRI 102 | 102-51 | 2018 Sustainability Report | ||||
| GRI 102 | 102-52 | Calendar Year (2019) | ||||
| GRI 102 | 102-53 | Back of the back cover; www.ibersol.pt | ||||
| GRI 102 | 102-54 | Back of the back cover; www.ibersol.pt | ||||
| GRI 102 | 102-55 | Chapter 7 | ||||
| GRI 102 | 102-56 | Not applicable | ||||
| GRI 103 | 103-1 | Integrated Management System | ||||
| GRI 103 | 103-2 | Integrated Management System | ||||
| GRI 103 | 103-3 | Integrated Management System | ||||
| GRI 201 | 201-1 | 2019 Annual Report and Consolidated Financial Statements | ||||
| GRI 201 | 201-2 | 2019 Annual Report and Consolidated Financial Statements | ||||
| GRI 201 | 201-3 | Not applicable | ||||
| GRI 201 | 201-4 | 2019 Annual Report and Consolidated Financial Statements | ||||
| GRI 202 | 202-1 | Portugal: 1 (W); 1 (M) | ||||
| GRI 202 | Portugal: 100% Spain: 33% Angola: 0% 202-2 "Senior Managers" are considered to be all Business Directors and Directors of Central Functions. |
|||||
| GRI 203 | 203-1 | Chapters 4 and 5; 2019 Annual Report and Consolidated Financial Statements |
||||
| GRI 203 | 203-2 | Chapters 4 and 5; 2019 Annual Report and Consolidated Financial Statements |
||||
| GRI 204 | 204-1 | Not reported | ||||
| GRI 205 | 205-1 | As the risk of corruption was not identified as a priority risk for the businesses and operations, no assessments were made in this regard. To date no cases of corruption or attempted bribe have taken place |
||||
| GRI 205 | 205-2 | Non-existent | ||||
| GRI 205 | 205-3 | There were no instances of corruption in 2019. | ||||
| GRI 206 | 206-1 | Non-existent | ||||
| GRI 301 | 301-1 | Not reported | ||||
| GRI 301 | 301-2 | Chapter 4 | ||||
| GRI 301 | 301-3 | Chapter 4 | ||||
| GRI 302 | 302-1 | Chapter 4 | ||||
| GRI 302 | 302-2 | The Ibersol Group fosters logistics efficiency, using a logistics partner and advanced warehouses, and establishes efficient routes, in order to minimise supplier journeys. |
||||
| GRI 302 | 302-3 | Chapter 4 |
| GRI Standards | ||||||
|---|---|---|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | ||||
| GRI 302 | 302-4 | Chapter 4 | ||||
| GRI 302 | 302-5 | Chapter 4 | ||||
| GRI 303 | 303-1 | Chapter 4 | ||||
| GRI 303 | 303-2 | There are no operations with a significant impact on water sources | ||||
| GRI 303 | 303-3 | Chapter 4 | ||||
| GRI 304 | 304-1 | There are no facilities or operations in protected or adjacent areas | ||||
| GRI 304 | 304-2 | There are no operations with a significant impact on biodiversity. | ||||
| GRI 304 | 304-3 | There are no facilities or operations in areas classified as protected or restored habitats |
||||
| GRI 304 | 304-4 | There are no facilities or operations in areas classified as habitats of the IUCN Red List of Threatened Species and or the Portuguese list of threatened species |
||||
| GRI 305 | 305-1 | Chapter 4 | ||||
| GRI 305 | 305-2 | Chapter 4 | ||||
| GRI 305 | 305-3 | Chapter 4 | ||||
| GRI 305 | 305-4 | Chapter 4 | ||||
| GRI 305 | 305-5 | Chapter 4 | ||||
| GRI 305 | 305-6 | Chapter 4 | ||||
| GRI 305 | 305-7 | Chapter 4 | ||||
| GRI 306 | 306-1 | Not reported | ||||
| GRI 306 | 306-2 | Chapter 4 | ||||
| GRI 306 | 306-3 | There were no significant spills | ||||
| GRI 306 | 306-4 | Non-existent | ||||
| GRI 306 | 306-5 | Non-existent | ||||
| GRI 307 | 307-1 | Non-existent | ||||
| GRI 308 | 308-1 | All new suppliers were assessed according to the environmental conformity requirements |
||||
| GRI 308 | 308-2 | Non-existent | ||||
| GRI 401 | 401-1 | Portugal: 7,478; 104%; Chapter 2 | ||||
| GRI 401 | 401-2 | Non-existent | ||||
| GRI 401 | 401-3 | In accordance with the applicable legislation | ||||
| GRI 402 | 402-1 | All amendments are in accordance with the law. When there are no regulations, deadlines were defined on a case-by-case basis based on the change in question, in accordance with the defined planning |
||||
| GRI 403 | 403-1 | Non-existent. There is an Occupational Health and Safety team that develops and monitors best practices in the area and implements them in the Ibersol Group's standards and in training programmes |
||||
| GRI 403 | 403-2 | Chapter 5 (5.3) Portugal: Work-related accidents in 2019 = 551 Accidents en Route in the year = 58 Days lost due to work-related accidents in the year = 12,333 Days lost due to accidents en route in the year = 1,822 |
||||
| GRI 403 | 403-3 | There are no workers with activities considered to be of high risk. | ||||
| GRI 403 | 403-4 | Not applicable | ||||
| GRI 404 | 404-1 | Chapter 2 (2.8) | ||||
| GRI 404 | 404-2 | Chapter 5 (5.2) | ||||
| GRI 404 | 404-3 | The frequency of performance appraisals depends on the seniority and |
| GRI Standards | ||||
|---|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | ||
| internal level, and are carried out, at least, once a year. With regard to the career progression processes, a case-by-case analysis is made and one of its inputs is the result of the performance appraisal. Career progression in Operation, Shift Management and some of the Unit Management roles is analysed on a monthly basis. For the other roles, career progression is dealt with in an annual process. Both processes are applicable to 100% of the Group's employees. |
||||
| GRI 405 | 405-1 | Not reported | ||
| GRI 405 | 405-2 | The women's to men's fixed remuneration ratio is as follows: Operation:1.00 Shift Management: 0.98 Unit Management: 0.92 Business Structure: 0.72 Central Functions: 0.78 Total: 1.00 |
||
| GRI 406 | 406-1 | Indicator calculated for Portugal Non-existent |
||
| GRI 407 | 407-1 | Non-existent | ||
| GRI 408 | 408-1 | Non-existent | ||
| GRI 409 | 409-1 | Non-existent | ||
| GRI 410 | 410-1 | Non-existent | ||
| GRI 411 | 411-1 | Non-existent | ||
| GRI 412 | 412-3 | Non-existent | ||
| GRI 412 | 412-2 | Non-existent in 2019 | ||
| GRI 412 | 412-1 | In 2019, no operation was recorded that underwent Human Rights re assessments and/or impact assessments on this aspect. |
||
| GRI 413 | 413-1 | Chapter 5 | ||
| GRI 413 | 413-2 | Non-existent | ||
| GRI 414 | 414-1 | Not reported | ||
| GRI 414 | 414-2 | Non-existent | ||
| GRI 415 | 415-1 | Non-existent | ||
| GRI 416 | 416-1 | Chapters 5 and 6 | ||
| GRI 416 | 416-2 | Portugal: 0.08 complaints in 100,000 transactions. No confirmed incidents following the enquiry process; Food Safety Management System and Quality Management System certified. Spain/EO: 0.14 complaints in 100,000 transactions Food Safety Management System and Quality Management System certified. Angola: 0 complaints/ 0 Product Safety non-conformities in laboratory control, especially on higher-risk products (vegetables); Food Safety Management System certified. |
||
| GRI 417 | 417-1 | 100% compliance confirmed by the approval of products | ||
| GRI 417 | 417-2 | Non-existent | ||
| GRI 417 | 417-3 | Portugal: 0,69 complaint in 100,000 transactions Spain/EO:0,68 complaints in 100,000 transactions Food Safety Management System and Quality Management System certified for both markets. Angola: 0 complaints Food Safety Management System certified. |
| GRI Standards | |||
|---|---|---|---|
| GRI Standard Number |
Disclosure Number |
Performance | |
| GRI 418 | 418-1 | Irrelevant to consider | |
| GRI 419 | 419-1 | Irrelevant to consider |

31 de Dezembro de 2019
31st December 2019
| ASSETS | Notes | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|---|
| Non-current | ||||
| Tangible fixed assets | 2.6 and 8 | 216 563 700 | 201 310 291 | |
| Rights of use | 2.2, 2.18 and 7 | 321 812 178 | - | |
| Goodwill | 2.7 and 9 | 87 968 225 | 90 846 327 | |
| Intangible assets | 2.7 and 9 | 36 440 964 | 36 146 157 | |
| Financial investments - joint controlled subsidiaries | 2.3 and 10 | 2 566 336 | 2 459 842 | |
| Non-current financial assets | 2.9 and 10 | 435 226 | 211 430 | |
| Other financial assets Other non-current assets |
2.9 and 11 2.11 and 12 |
2 710 150 8 238 111 |
15 753 485 12 921 343 |
|
| Deferred tax | 2.15 and 18 | 4 010 940 | - | |
| Total non-current assets | 6 | 680 745 830 | 359 648 875 | |
| Current | ||||
| Inventories | 2.10 and 13 | 12 014 986 | 11 622 326 | |
| Cash and bank deposits | 2.12 and 14 | 38 424 757 | 37 931 124 | |
| Income tax receivable | 2.15 and 18 | 1 502 658 | 3 574 662 | |
| Other financial assets | 2.9 and 11 | 12 916 621 | 3 855 375 | |
| Other current assets | 2.11 and 15 | 31 681 067 | 27 617 179 | |
| Total current assets | 96 540 090 | 84 600 666 | ||
| Total Assets | 777 285 920 | 444 249 541 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY | ||||
| Capital and reserves attributable to shareholders | ||||
| Share capital | 2.13 and 16.1 | 36 000 000 | 36 000 000 | |
| Own shares | 2.13 and 16.2 | -11 180 516 | -11 180 516 | |
| Share prize Legal reserves |
469 937 1 075 511 |
469 937 755 581 |
||
| Conversion Reserves | -10 355 553 | -7 140 907 | ||
| Other Reserves & Retained Results | 180 376 862 | 158 974 733 | ||
| Net profit in the year | 17 549 228 | 24 962 061 | ||
| 213 935 469 | 202 840 889 | |||
| Interests that do not control | 16.4 | 293 007 | 329 204 | |
| Total Equity | 214 228 476 | 203 170 093 | ||
| LIABILITIES | ||||
| Non-current | ||||
| Loans | 2.14 and 17 | 74 763 367 | 79 182 324 | |
| Liability for leases | 2.2 and 17 | 286 206 086 | - | |
| Deferred tax | 2.15 and 18 | 8 671 083 | 10 556 031 | |
| Provisions Derivative financial instrument |
2.16 and 19 2.21 and 20 |
33 257 128 699 |
3 244 724 177 570 |
|
| Other non-current liabilities | 21 | 6 146 | 150 344 | |
| Current | Total non-current liabilities | 369 808 638 | 93 310 993 | |
| Loans | 2.14 and 17 | 46 399 315 | 52 961 448 | |
| Liability for leases | 2.2 and 17 | 53 777 115 | - | |
| Accounts payable to suppliers and accrued costs | 2.11 and 22 | 77 816 608 | 81 387 772 | |
| Income tax payable | 2.15 and 18 | 689 748 | 162 901 | |
| Other current liabilities | 23 | 14 566 020 | 13 256 334 | |
| Total current liabilities | 193 248 806 | 147 768 455 | ||
| Total Liabilities | 563 057 444 | 241 079 448 | ||
| Total Equity and Liabilities | 777 285 920 | 444 249 541 |
| Notes | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|
| Sales | 2.17 and 6 | 481 761 253 | 445 607 539 |
| Rendered services | 2.17 and 6 | 3 626 196 | 4 503 303 |
| Cost of sales | 13 | -117 329 396 | -108 799 400 |
| External supplies and services | 24 | -105 017 345 | -149 938 133 |
| Personnel costs | 25 | -151 967 026 | -137 120 057 |
| Amortisation, depreciation and impairment losses of TFA, Rights of | |||
| Use, Goodwill and IA | 6, 8 and 9 | -86 615 669 | -29 794 531 |
| Other operating costs | 26 | 8 462 038 | 6 796 012 |
| Operating Income | 32 920 051 | 31 254 733 | |
| Net financing cost | 27 | 20 704 510 | 2 989 186 |
| Gains (losses) in joint controlled subsidiaries - Equity method | 102 494 | 39 456 | |
| Gains (losses) in financial investments | - | -370 000 | |
| Gains (losses) on Net monetary position | 2.22 | - | 1 206 056 |
| Profit before tax | 12 318 035 | 29 141 059 | |
| Income tax expense | 28 | -5 321 775 | 4 070 309 |
| Net profit | 17 639 810 | 25 070 750 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be | |||
| recycled for results) | -3 214 646 | -5 128 021 | |
| TOTAL COMPREHENSIVE INCOME | 14 425 164 | 19 942 729 | |
| Net profit attributable to: | |||
| Owners of the parent | 17 549 228 | 24 962 061 | |
| Non-controlling interest | 16 | 90 582 | 108 689 |
| 17 639 810 | 25 070 750 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 14 334 582 | 19 834 040 | |
| Non-controlling interest | 16 | 90 582 | 108 689 |
| 14 425 164 | 19 942 729 | ||
| Earnings per share: | 29 | ||
| Basic Diluted |
0,54 0,54 |
0,77 0,77 |
|
| 4th TRIMESTER (unaudited) | |||
|---|---|---|---|
| Notes | 2019 | 2018 | |
| Sales Rendered services |
2.17 e 6 2.17 e 6 |
128 261 835 973 474 |
113 240 809 1 169 604 |
| Cost of sales | 13 | -30 283 665 | -26 641 656 |
| External supplies and services | 24 | -30 295 736 | -39 680 617 |
| Personnel costs | 25 | -42 150 037 | -36 652 603 |
| Amortisation, depreciation and impairment losses of TFA, Rights of | |||
| Use, Goodwill and IA | 6, 8 e 9 | -26 531 066 | -11 226 132 |
| Other operating costs | 26 | 4 187 235 | 1 282 311 |
| Operating Income | 6 | 4 162 040 | 1 491 716 |
| Net financing cost | 27 | 4 128 750 | 128 113 |
| Gains (losses) in joint controlled subsidiaries - Equity method | -49 808 | 8 181 | |
| Gains (losses) on Net monetary position | - | -572 099 | |
| Profit before tax | 2.22 | -16 518 | 799 685 |
| Income tax expense | 28 | -7 130 824 | -402 374 |
| Net profit | 7 114 306 | 1 202 059 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be | |||
| recycled for results) | -2 237 358 | -146 825 | |
| TOTAL COMPREHENSIVE INCOME | 4 876 948 | 1 055 234 | |
| Net profit attributable to: | |||
| Owners of the parent | 7 067 034 | 1 281 178 | |
| Non-controlling interest | 16 | 47 273 | -79 119 |
| 7 114 307 | 1 202 059 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 4 829 676 | 1 134 353 | |
| Non-controlling interest | 16 | 47 273 | -79 119 |
| 4 876 949 | 1 055 234 | ||
| Earnings per share: | 29 | ||
| Basic | 0,22 | 0,04 | |
| Diluted | 0,22 | 0,04 |
| Ass ign ed to s har eho lde rs |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Not e |
Sha re C api tal |
Ow n Sha res |
Sha re P rize |
Leg al Res erv es |
Con sio ver n Res erv es |
Oth er Res & erv es Ret ain ed Res ults |
Net Pro fit |
Tot al p nt are ity equ |
Inte hat ts t res do not trol Tot con |
al Equ ity |
|
| Bal n 1 Jan y 20 18 anc e o uar S 9 IFR Im t pac |
30 0 00 0 00 |
-11 179 96 9 |
469 93 7 |
263 00 1 |
-2 0 12 8 86 |
139 50 7 20 5 -73 6 63 1 |
30 8 49 4 60 |
187 89 6 74 7 -73 6 63 1 |
723 445 |
188 620 193 -736 63 1 |
|
| IFR S 1 5 Im t pac |
- | - | - | ||||||||
| Cha s in the riod nge pe : App lica tion of the soli date d pr ofit from 20 17: con |
|||||||||||
| T fer d re tain ed r lts to r rans ese rves an esu |
492 58 0 |
30 3 56 8 80 |
-30 849 46 0 |
- | - | ||||||
| Sha re C apit al in crea se |
16 | 6 00 0 00 0 |
-6 0 00 0 00 |
- | - | ||||||
| Min ority uisi tion De hes a (s plit Cor tsfo od) acq |
-1 4 52 7 16 |
-1 4 52 7 16 |
-58 283 |
-1 5 10 9 99 |
|||||||
| Con ion - A la vers rese rves ngo |
-5 1 28 0 21 |
-5 1 28 0 21 |
-5 1 28 0 21 |
||||||||
| Acq uisi tion / (d ispo sal) of sha own res Net soli date d in e fo r th nde d o n 3 1 con com e ye ar e Dec emb 201 8 er, |
-54 8 |
24 9 62 0 61 |
-54 8 24 9 62 0 61 |
108 689 |
-548 25 0 70 7 50 |
||||||
| Tot al c han in the riod ges pe |
6 00 0 00 0 |
-54 8 |
- | 492 58 0 |
-5 1 28 0 21 |
22 9 04 164 |
-5 8 87 3 99 |
18 3 80 7 76 |
50 4 06 |
18 4 31 182 |
|
| Net fit pro |
24 9 62 0 61 |
24 9 62 0 61 |
108 689 |
25 0 70 7 50 |
|||||||
| Tot al c hen sive inc om pre ome Tra ctio ith ital s in the riod nsa ns w cap ow ner pe App lica tion of the soli date d pr ofit from 20 17: con |
19 8 34 0 40 |
108 689 |
19 9 42 7 29 |
||||||||
| P aid divi den ds |
31 | -2 7 00 0 04 |
-2 7 00 0 04 |
-444 64 7 |
-3 1 44 6 51 |
||||||
| - | - | - | - | -2 7 00 0 04 |
- | -2 7 00 0 04 |
-444 64 7 |
-3 1 44 6 51 |
|||
| Bal n 3 1 D mb er 2 018 anc e o ece |
36 0 00 0 00 |
-11 180 51 6 |
469 93 7 |
755 58 1 |
-7 1 40 9 07 |
158 97 4 73 3 |
24 9 62 0 60 |
202 84 0 88 6 |
329 204 |
203 170 093 |
|
| Bal n 1 Jan y 20 19 anc e o uar Cha s in the riod nge pe : App lica tion of the soli date d pr ofit from 20 18: con |
36 0 00 0 00 |
-11 180 51 6 |
469 93 7 |
755 58 1 |
-7 1 40 9 07 |
158 97 4 73 3 |
24 9 62 0 61 |
202 84 0 88 9 |
329 204 |
203 170 093 |
|
| T fer to r d re tain ed r lts rans ese rves an esu |
319 93 0 |
24 6 42 131 |
-24 962 06 1 |
- | - | ||||||
| Con ion - A la vers rese rves ngo Net soli date d in e fo r th nde d o n 3 1 con com e ye ar e |
-3 2 14 6 46 |
-3 2 14 6 46 |
-3 2 14 6 46 |
||||||||
| Dec emb 201 9 er, |
17 5 49 2 28 |
17 5 49 2 28 |
90 5 82 |
17 6 39 8 10 |
|||||||
| Tot al c han in the riod ges pe |
- | - | - | 319 93 0 |
-3 2 14 6 46 |
24 6 42 131 |
-7 4 12 8 33 |
14 3 34 5 82 |
90 5 82 |
14 4 25 164 |
|
| Net fit pro |
17 5 49 2 28 |
17 5 49 2 28 |
90 5 82 |
17 6 39 8 10 |
|||||||
| Tot al c hen sive inc om pre ome Tra ctio ith ital s in the riod nsa ns w cap ow ner pe |
14 3 34 5 82 |
90 5 82 |
14 4 25 164 |
||||||||
| App lica tion of the soli date d pr ofit from 20 18: con P aid divi den ds |
31 | -3 2 40 0 02 |
-3 2 40 0 02 |
-12 6 77 9 |
-3 3 66 7 81 |
||||||
| - | - | - | - | - | -3 2 40 0 02 |
- | -3 2 40 0 02 |
-12 6 77 9 |
-3 3 66 7 81 |
||
| Bal n 3 1 D mb er 2 019 anc e o ece |
36 0 00 0 00 |
-11 180 51 6 |
469 93 7 |
1 07 5 51 1 |
-10 355 55 3 |
180 37 6 86 2 |
17 5 49 2 28 |
213 93 5 46 9 |
293 007 |
214 228 476 |
Porto, 05th May 2020
The Board of Directors,
| (value in euros) | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | ------------------ | -- |
| Years ended on December 31st | |||
|---|---|---|---|
| Note | 2019 | 2018 | |
| Cash Flows from Operating Activities | |||
| Receipts from clients | 482 663 989 | 447 380 756 | |
| Payments to supliers | -215 203 070 | -258 891 439 | |
| Staff payments | -133 584 413 | -134 216 255 | |
| Flows generated by operations | 133 876 506 | 54 273 062 | |
| Payments/receipt of income tax | -1 060 590 | -2 124 359 | |
| Other paym./receipts related with operating activities | -15 838 149 | -7 778 706 | |
| Flows from operating activities (1) | 14 | 116 977 767 | 44 369 997 |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Financial investments | 135 987 | 489 152 | |
| Tangible fixed assets | 17 441 | 31 251 | |
| Investment benefits | 105 376 | ||
| Interest received | 27 | 1 937 966 | 1 772 469 |
| Other financial assets | 11 | 5 702 932 | 5 387 056 |
| Payments for: | |||
| Financial Investments | 5 | 359 784 | 2 041 029 |
| Other financial assets | 11 | 0 | 2 950 017 |
| Tangible fixed assets | 44 997 504 | 25 565 440 | |
| Intangible assests | 3 614 955 | 3 599 069 | |
| Other investments | 4 000 000 | ||
| Flows from investment activities (2) | -41 177 917 | -30 370 251 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 17 | 34 186 930 | 11 786 179 |
| Payments for: | |||
| Loans obtained | 17 | 38 258 742 | 19 474 431 |
| Amortisation and interest of liability for leases | 17 | 61 343 677 | 1 102 878 |
| Interest and similar costs | 27 | 5 125 425 | 4 897 400 |
| Dividends paid | 31 | 3 366 781 | 3 144 647 |
| Acquisition of own shares | 16 | 548 | |
| Flows from financing activities (3) | -73 907 695 | -16 833 725 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | 1 892 155 | -2 833 979 | |
| Change in the perimeter | 744 089 | ||
| Cash & cash equivalents at the start of the period | 32 048 560 | 34 882 539 | |
| Cash & cash equivalents at end of the period | 14 | 34 684 804 | 32 048 560 |
(Values in euros)
IBERSOL, SGPS, SA ("Group" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 659 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Taco Bell, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 547 units which it operates and 112 units under a franchise contract. Of this universe, 287 are headquartered in Spain, of which 183 are own establishments and 104 are franchised establishments, and 10 in Angola and 7 in other locations.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Ibersol SGPS parent company and ultimate parent entity is ATPS - SGPS, S.A..
The main accounting policies applied in preparing these consolidated financial statements are described below.
It should be noted that the Group first adopted, on 1 January 2019, the new standard IFRS 16 - Leases. Additionally, due to the fact that Angola in 2019 ceased to meet the conditions established in IAS 29 to be considered a hyperinflationary economy, the Group has suspended the application of that standard to the financial statements of companies in that country, since January 1, 2019.
These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and in accordance with interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or the previous Standards Interpretation Committee (SIC), as adopted and effective by the European Union as of January 1, 2019. With regard to Group companies that use different accounting standards, conversion adjustments were made to IFRS.
The consolidated financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.
With the exception of the initial application of new standards (section 2.2), the accounting policies adopted at 31 December 2019 are the same as those adopted in the preparation of the financial statements as at 31 December 2018.
The preparation of the financial statements requires estimates and management judgments, as disclosed in Note 4.
The group first adopted, on January 1, 2019, the new standards IFRS 16 - Leases, IFRIC 23 - Uncertainty about tax treatment of income tax.
On January 13, 2016, the IASB issued IFRS 16 - Leases, mandatory for periods beginning on or after January 1, 2019. The standard was endorsed in the European Union by European Commission Regulation no. 1986/2017, of October 31. Early adoption is permitted as long as IFRS 15 is also adopted. This standard revokes IAS 17 - Leases.
The new IFRS 16 standard eliminated the classification of leases between operating or financial leases for lessee entities, as provided for in IAS 17. Instead, it introduced a single accounting model, very similar to the treatment that was given to financial leases in the accounts of tenants.
The Group adopted this new standard as from 1 January 2019, having applied the modified retrospective method, with assets equal to liabilities, in the consolidated accounts, so it did not restate the comparative accounts for the year 2018, and there was no impact in the Group's equity at the time of the transition.
The Group's leases relate mainly to lease agreements for stores and warehouses. With regard to previous commitments with operating leases, on the transition, the Group recognized on 1 January 2019, in its Consolidated Balance Sheet, rights of use in the amount of 291.085.260 euros, liabilities for leasing of 293.970.178 euros and an adjustment in accruals and deferrals of 4.987.328 euros.
With regard to previous commitments with leases, in the transition, the book values of assets and liabilities per lease as at 31 December 2018 (4.282.410 and 2.180.000 euros, respectively) were assumed as use rights and liabilities for lease. in accordance with IFRS 16 to 1 January 2019 and the respective reclassified amounts of property, plant and equipment and loans.
When measuring lease liabilities, the Group discounted lease payments using its incremental financing rate on January 1, 2019. The weighted average rate applied is in the range of 3.5% - 6%, taking into account the characteristics contracts (underlying asset, term and economic environment). When applying IFRS 16 for the first time, the Group adopted a practical expedient that allows it not to reassess whether a contract is, or contains, a lease at the date of initial application. Thus, the Group applied this standard, on the initial application date, to contracts that were previously identified as leases under IAS 17 Leases and IFRIC 4 Determine whether an Agreement contains a Lease.
The Group also adopted the following practical exemptions and expedients:
i) not to apply the requirements of the standard to short-term lease contracts (less than 12 months) and to low value lease contracts;
ii) not to apply the requirements of the standard to leases whose contract expires within 12 months from the date of initial application;
iii) applying a single discount rate to a lease portfolio with reasonably similar characteristics;
iv) use of the assessment of whether leases are onerous, under the terms of IAS 37 Provisions, contingent liabilities and contingent assets, carried out immediately before the initial application date, as an alternative to carrying out an impairment analysis; and
v) exclusion of the initial direct costs from the initial measurement of the right of use.
The impact of the adoption of the new IFRS 16 standard on opening balances at 1 January 2019 was as follows:
| Trans.Adjustments | ||||
|---|---|---|---|---|
| 31/12/2018 | IFRS 16 | 01/01/2019 | ||
| Assets | ||||
| Tangible fixed assets | 201 310 291 | -4 282 410 | 197 027 881 | |
| Rights of use | - | 291 085 260 | 291 085 260 | |
| Goodwill | 90 846 327 | - | 90 846 327 | |
| Intangible assets | 36 146 157 | - | 36 146 157 | |
| Financial investments - joint controlled subsidiaries | 2 459 842 | - | 2 459 842 | |
| Non-current financial assets | 211 430 | - | 211 430 | |
| Other financial assets | 15 753 485 | - | 15 753 485 | |
| Other non-current assets | 12 921 343 | - | 12 921 343 | |
| Total non-current assets | 359 648 875 | 286 802 850 | 646 451 725 | |
| Stocks | 11 622 326 | - | 11 622 326 | |
| Cash and bank deposits | 37 931 124 | - | 37 931 124 | |
| Income tax receivable | 3 574 662 | - | 3 574 662 | |
| Other financial assets | 3 855 375 | - | 3 855 375 | |
| Other current assets | 27 617 179 | -872 860 | 26 744 319 | |
| Total current assets | 84 600 666 | -872 860 | 83 727 806 | |
| Capital and reserves attributable to shareholders | ||||
| Share capital | 36 000 000 | - | 36 000 000 | |
| Own shares | -11 180 516 | - | -11 180 516 | |
| Share prize | 469 937 | - | 469 937 | |
| Legal reserves | 755 581 | - | 755 581 | |
| Conversion Reserves | -7 140 907 | - | -7 140 907 | |
| Other Reserves & Retained Results | 158 974 733 | - | 158 974 733 | |
| Net profit in the year | 24 962 061 | - | 24 962 061 | |
| 202 840 889 | - | 202 840 889 | ||
| Interests that do not control | 329 204 | - | 329 204 | |
| Total Equity | 203 170 093 | 203 170 093 | ||
| Loans | 79 182 324 | -2 180 000 | 77 002 324 | |
| Liability for leases | - | 260 041 533 | 260 041 533 | |
| Deferred tax liabilities | 10 556 031 | - | 10 556 031 | |
| Provisions | 3 244 724 | - | 3 244 724 | |
| Derivative financial instrument | 177 570 | - | 177 570 | |
| Other non-current liabilities | 150 344 | - | 150 344 | |
| Total non-current liabilities | 93 310 993 | 257 861 533 | 351 172 526 | |
| Loans | 52 961 448 | - | 52 961 448 | |
| Liability for leases | - | 33 928 645 | 33 928 645 | |
| Accounts payable to suppliers and accrued costs | 81 387 772 | -5 860 188 | 75 527 584 | |
| Income tax payable | 162 901 | - | 162 901 | |
| Other current liabilities | 13 256 334 | - | 13 256 334 | |
| Total current liabilities | 147 768 455 | 28 068 457 | 175 836 912 | |
| Total Equity and Liabilities | 444 249 541 | 285 929 990 | 730 179 531 |
The reconciliation of the responsibilities disclosed in the previous year and the responsibilities with initial leasing are presented as follows:
| Commitments with operating leases disclosed on December 31, 2018 | 357.263.111 |
|---|---|
| Contracts that do not fall under IFRS 16 under practical expedients | (7.473.565) |
| Liabilities with leases not discounted on January 1, 2019 | 349.789.546 |
| Discount effect | (66.151.009) |
| Adjustments as a result of revaluations of estimates | 5.266.723 |
| Liabilities with leases discounted on January 1, 2019 | 288.905.260 |
| Reclassification of finance lease liabilities | 2.180.000 |
| Lease liabilities recognized on January 1, 2019 | 291.085.260 |
An interpretation was issued on 7 June 2017 on how to deal, with accounting, with uncertainties about the tax treatment of income taxes, especially when tax legislation requires a payment to be made to the Authorities in the context of a tax dispute and the entity intends to appeal the understanding in question which led to making such payment.
The interpretation came to define that the payment can be considered a tax asset, if it is related to income taxes, under the terms of IAS 12 applying the probability criterion defined by the standard as to the favorable outcome in favor of the entity on the matter dispute concerned.
In this context, the entity can use the most probable amount method or, if the resolution can dictate ranges of values in question, use the expected value method.
The Group opted, in the transition, to adopt this interpretation prospectively, the cumulative effect of the initial application being recognized as of January 1, 2019. Therefore, this approach to the transition does not require the re-expression of comparative information.
IFRIC 23 was adopted by Commission Regulation EU 2018/1595, of 23 October and is mandatory for years beginning on or after 1 January 2019 and may be adopted in advance.
The adoption of this standard did not impact the group's financial statements.
The improvements of the 2015-2017 cycle, issued by the IASB on December 12, 2017, introduce changes, with effective date for periods beginning on or after January 1, 2019, to IFRS 3 standards (remeasurement of the participation previously held as a joint operation) when it obtains control over the business), IFRS 11 (no remeasurement of the previously held interest in the joint operation when it obtains joint control over the business), IAS 12 (accounting for all tax consequences of the payment of dividends consistently), IAS 23 ( treatment as general loans any loan originally made to develop an asset when it becomes fit for use or sale).
Financial assets that contain negative prepayment features can now be measured at amortized cost or at fair value through comprehensive income (OCI) if they meet the relevant criteria of IFRS 9. The IASB also clarified that IFRS 9 requires preparers the recalculation of the amortized cost of modifying financial liabilities by discounting contractual cash flows using the original effective interest rate (EIR), with any adjustment being recognized through profit or loss for the period (aligning the procedure already required for financial assets). This amendment was adopted by Commission Regulation EU 2018/498 and is mandatory for years beginning on or after 1 January 2019, with early adoption permitted.
This change to the standard did not impact the group's financial statements.
In October 2017, the IASB issued changes to IAS 28 regarding long-term interests in associates and joint ventures.
The amendments clarify that IFRS 9 applies to financial instruments in associates or joint ventures to which the equity method is not applied, including long-term interests.
Changes must be applied retrospectively in annual periods beginning on or after 1 January 2019.
This change to the standard did not impact the group's financial statements.
3) IAS 19 (Amendment) - Alterations, cuts or settlements of the attributed benefit plan
In February 2018, the IASB issued changes to IAS 19. The changes clarify the accounting when there is a change, reduction or settlement in the attributed benefit plan.
The changes now specify that an entity should use the updated assumptions for remeasurement of its net defined benefit liability (asset) to determine the current cost of the service and net interest for the remainder of the reporting period after the change in the plan.
The changes result in a different allocation of total comprehensive income between cost of service, interest and other comprehensive income.
The changes apply prospectively to changes, cuts or settlements of attributed benefit plans that occur on or after the beginning of the first annual reporting period beginning on or after January 1, 2019.
1) Changes to IFRS 3 - Business Concentration
On October 22, 2018, the IASB issued changes to its business definition.
The changes clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that, together, contribute significantly to the ability to create outputs. The amendments also clarify that a set of activities and assets can qualify as a business without including all the inputs and processes necessary to create outputs, or including the outputs themselves, replacing the term "ability to create outputs" with "ability to contribute to creating outputs ".
It is no longer necessary to assess whether market participants are able to substitute missing inputs or processes (for example, integrating acquired activities and assets) and continue producing outputs. The changes focus on whether the inputs acquired and the substantive processes acquired together contribute significantly to the ability to create outputs.
The changes must be applied to transactions whose acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020, with early application permitted. If entities apply the changes in advance, they must disclose that fact.
On January 23, 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements to clarify how to classify debt and other liabilities as current and non-current.
The amendments aim to promote consistency in the application of the requirements with the objective of helping companies to determine whether, in the statement of financial position, debt or other liabilities with uncertain settlement date should be classified as current (to be settled or potentially to be settled within the term one year) or non-current. The changes include clarification on the debt classification requirements that a company can settle by converting into equity.
This change is effective for periods after January 1, 2022.
On May 18, 2017, the IASB issued a standard that replaced IFRS 4 and completely reformed the treatment of insurance contracts.
The standard introduces significant changes to the way the performance of insurance contracts is measured and presented, with different impacts also in terms of financial position. The standard provides for its application for years beginning on or after 1 January 2021.
This change does not apply to the group.
1) Amendments to IAS 1 and IAS 8
On October 31, 2018, the IASB issued amendments to its definition of materiality to facilitate companies in making materiality judgments.
The changes consist of:
replace the term "can influence" with "can reasonably be considered to be able to influence";
include the concept of "concealment" together with the concepts of "omission" and "distortion" of information in the definition of materiality;
clarify that the "users" referred to are the main users of the general financial statements referred to in the Conceptual Framework;
align the definition of materiality between IFRS publications.
The amended definition of materiality therefore states that "Information is material if it can be reasonably considered that its omission, distortion or concealment may influence the decisions that the primary users of general financial statements will make based on those same financial statements, that provide financial information for a particular reporting entity. "
The changes are effective from January 1, 2020, but can be applied in advance.
2) Changes to references to the conceptual structure in IFRS standards
In March 2018, the IASB issued a comprehensive set of concepts for financial reporting, the revised Conceptual Framework for financial reporting (Conceptual Framework), which aims to update, in existing standards, the references and citations of the existing version of the Conceptual Framework or the which was replaced in 2010, replacing them with references to the revised Conceptual Framework.
The revised Conceptual Framework has an effective adoption date of January 1, 2020 - with early adoption permitted - for companies that use the Conceptual Framework to develop accounting policies when no IFRS standard applies to a specific transaction.
On September 26, 2019, the IASB issued amendments to IFRS 9, IAS 39 and IFRS 7. The amendments modify certain specific hedge accounting requirements to alleviate the potential effects of the uncertainty caused by the IBOR reform. In addition, the changes require companies to provide additional information to investors about their hedging relationships, which are directly affected by these uncertainties.
The amendments provide exceptions for entities to apply hedge accounting requirements, assuming that the interest rate reference index, on which the hedged risk or the hedged cash flows of the hedged item or the cash flows of the hedging instrument are based, is not changed as a result of the IBOR reform. The proposed exceptions apply only to hedge accounting requirements and the changes do not provide relief from other consequences arising from the reform of the interest rate benchmark.
The changes are limited in scope. If a hedge relationship fails to meet hedge accounting requirements for reasons other than those specified in the amendments, discontinuation of hedge accounting remains necessary.
In addition, the amendments clarify that if an entity designates cash flows based on an interest rate benchmark as the item covered in a cash flow hedge, the entity will not assume, for the purpose of measuring the ineffectiveness of the hedge, that the expected replacement of the interest rate benchmark with an alternative reference rate will result in zero cash flow after replacement. Coverage gain or loss should be measured using cash flows based on an interest rate benchmark when applying a present value technique, discounted at a market discount rate that reflects the expectations of market participants about the resulting uncertainty reform.
Changes are mandatory for all hedging relationships to which exceptions apply.
The changes have an effective date of adoption for annual periods beginning on or after January 1, 2020. Early adoption is permitted. The changes are applied retrospectively to the hedging relationships existing at the beginning of the reporting period in which the entity first applies the changes and to the gain or loss recognized in comprehensive income at the beginning of the period in which the entity first applies the changes ( that is, even if the reporting period is not an annual period).
Shareholdings in companies in which the group directly or indirectly holds more than 50% of the voting rights or has the power to control their financial and operational activities (definition of control used by the group) were included in these consolidated financial statements through the full consolidation method. Equity and net profit of these companies assigned to third-party shareholdings are presented separately in the "non-controlling interests" item in the consolidated statement of financial position and of comprehensive income. The companies included in the financial statements are listed in Note 5.
When losses impute to non-controlling interests exceed the non-controlling interest in a subsidiary company's equity, the non-controlling interest absorb that difference and any additional losses.
The purchase method is used to account the acquisition of subsidiaries that occurred before 2010. The acquisition cost corresponds to the fair value of the delivered goods, capital issued instruments and liabilities incurred or assumed on the acquisition date. The identifiable acquired assets and the liabilities and contingent liabilities taken into account in a corporate concentration will correspond to the fair value on the acquisition date, regardless of whether there are non-controlling interests. The positive difference between the acquisition cost and the fair value of the group's stake in the acquired and identifiable net assets is recorded as goodwill. If the acquisition cost is less than the fair value of the acquired subsidiary's net assets, the difference is recognised directly in the consolidated statement of comprehensive income.
For the acquisition of subsidiaries that occurred after 1 January 2010 the Group has applied reviewed IFRS 3. Accordingly to witch the purchase method continues to be applied in acquisitions, with some significant changes:
(i) all amounts which comprise the purchase price are valued at fair value, with the option of measuring, transaction by transaction, the "interests that do not control" by the proportion of the value of net assets of the acquired entity or the fair value of assets and liabilities acquired.
(ii) all costs associated with acquisition are recorded as expenses.
(iii) interest held prior to obtaining control is measured at fair value and added to the purchase price for the purposes of applying the purchase method
Also has been applied since 1 January 2010 the revised IAS 27, which requires that all transactions with the "noncontrolling interest" are recorded in equity, when there is no change in control of the entity, there is no place to record goodwill or gains or losses. When there is a loss of control exercised over the entity, any remaining interest on the principal is measured at fair value, and a gain or loss is recognized in the results of the exercise.
Balances and gains arising from transactions between group companies are eliminated. Losses not realised are also eliminated, except when the transaction reveals that a transferred asset is subject to impairment. The subsidiaries' accounting policies are altered whenever necessary to ensure consistence with the group's policies.
The financial statements of jointly controlled companies were included in these consolidated financial statements by the equity method, under the adoption of IFRS 11, as of the date on which the joint control is acquired. According to this method, these companies' assets, liabilities, income and costs were included in the annexed consolidated financial statements in one line in the consolidated statement of financial position and in one line in the consolidated statements of comprehensive income. Transactions, balances and dividends paid among group companies and jointly controlled companies are not eliminated in the proportion of the control assigned to the group. The excess acquisition cost compared with the fair value of the identifiable assets and liabilities on the acquisition date of a jointly controlled company is recognised as a financial investment.
Jointly controlled companies are listed in Note 5.
Associates are entities over which the Company has between 20% and 50% of the voting rights, or over which the Company has significant influence, but which cannot exercise its control.
Investments in associates are stated at cost. Associates were included in these consolidated financial statements by the equity method. Dividends attributed by subsidiaries and associates are considered in financial results.
Financial investments in associates are subject to impairment tests whenever there are signs of impairment. An impairment loss is recognized in the income statement by the amount of the excess of the asset's carrying amount over its recoverable amount. The recoverable amount is the highest of an asset's fair value less the costs inherent in its sale and its value in use. To perform impairment tests, each participation is analyzed separately. Impairment losses on financial investments in associates are reversible.
The entities that qualify as associates are listed in note 5.
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) whose operating results are reviewed regularly by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which separate financial information is available
The group's head office – which also hosts the largest operating company, is in Portugal. Its business activity is in the restaurant segment.
The Group operates in three main business segments:
The segments' assets include, in particular, tangible fixed assets, intangible assets, stocks, accounts receivable and cash and cash equivalents. This category excludes deferred taxes, financial investments and derivatives held for negotiation or hedge.
The segments' liabilities are operating liabilities. Taxes, loans and related hedging derivatives are excluded.
Investments include additions to tangible fixed assets (Note 8) and intangible assets (Note 9).
Investments are distributed according to this business distribution.
The Financial Statements of each group entity are prepared using the currency of the region in which the entity operates ("the working currency"). The consolidated financial statements are presented in euros since this is the working currency which the group uses in the financial statements.
Exchange differences resulting from the settlement of monetary items or from the conversion of monetary items at rates different from those at which they were converted at initial recognition or, in previous financial statements, are recognized in the income statement, unless they result from monetary items that are part of of net investment in a foreign operation. In this case, exchange differences are initially recognized in other comprehensive income and are reclassified from equity to the consolidated net income for the year on the total or partial disposal of that operating unit.
Exchange differences related to (financial) financing transactions are recorded as financial costs or income. Exchange differences related to operating activities are recorded under the subheadings of "Other operating income / (costs)".
Financial statements assets and liabilities of foreign entities are converted to euro using the exchange rates at the balance sheet date, profit and loss as well as the cash flows statements are translated into euro using the average exchange rate recorded during the period. The resulting exchange difference is recorded in equity under the heading of exchange rate differences.
"Goodwill" and fair value adjustments arising from the acquisition of foreign entities are treated as assets and liabilities of that entity and translated into euro according to the exchange rate at the balance sheet date.
When a foreign entity is disposed, the accumulated exchange rate difference is recognised in the income statement as a gain or loss on disposal.
Currency exchange rate used for conversion of transactions and balances denominated in Kwanzas in 31 December, 2019 and 2018 were respectively:
| Dec/19 | |||
|---|---|---|---|
| Euro exchange rates | (x | Rate on December, | Average interest rate |
| foreign currency per 1 Euro) | 31 2019 | year 2019 | |
| Kwanza de Angola (AOA) | 536,193 | 408,497 | |
| Dec/18 | |||
| Euro exchange rates | (x | Rate on December, | Average interest rate |
| foreign currency per 1 Euro) | 31 2018 | year 2018 | |
| Kwanza de Angola (AOA) | 352,983 | 305,810 |
Buildings and other structures include own properties assigned to the restaurant activities and expenses on works at third-party properties, in particular those required for setting up restaurant shops.
Tangible fixed assets are shown at the acquisition cost, net of the respective amortisation and accumulated impairment losses.
The historic cost includes all expenses attributable directly to the acquisition of goods.
Costs with loans incurred and with loans obtained for the construction of fixed tangible assets are recognized as part of the construction cost of the asset.
Subsequent costs are added to the amounts for which the good is recorded or recognised as separate assets, as appropriate, only when it is probable that the company will obtain the underlying economic benefits and the cost may be reliably measured. Other expenses on repairs and maintenance are recognised as an expense in the period in which they are incurred.
Depreciation of assets is calculated by the equal annual amounts method in order to allocate its cost at its residual value, according to its estimated lifetime, as follows:
| - Buildings and other constructions | 10-35 years* |
|---|---|
| - Equipment: | 10 years |
| - Tools and utensils: | 4 years |
| - Vehicles: | 5 years |
| - Office equipment: | 10 years |
| - Other tangible assets: | 5 years |
(*) Buildings and other constructions owned by the Group have an estimated life cycle of up to 50 years.
The amounts which assets may be depreciated, their lifetime and the depreciation method are reviewed and adjusted if necessary on the consolidated statement of financial position date. Changes in lifetime are treated as a change in accounting estimate and are applied prospectively.
If the accounted amount is higher than the asset's recoverable amount, it is immediately readjusted to the estimated recoverable amount (Note 2.8).
Gains and losses consequent to a reduction or sale are determined by the difference between receipts from the sale and the asset's accounted value, and are recognised as other operating income or other operating costs in the profit and loss account. When revaluated goods are sold, the amount included in other reserves is transferred to retained profit.
The assets in progress are recorded at acquisition cost less any impairment losses. These assets are amortized as from the moment when the underlying assets are available for use.
Goodwill represents the acquisition cost exceeding the fair value of the subsidiary's/associated/jointly controlled company's assets and liabilities identifiable on the acquisition date. Goodwill resulting from the acquisition of subsidiaries is included in intangible assets. Goodwill is subject to annual impairment tests and is shown at cost, minus accumulated impairment losses. Impairment losses are not reverted. Gains or losses from the sale of an entity include the value of the goodwill in reference to the said entity.
Goodwill is allocated to the units that generate the cash flows for performing impairment tests.
Concessions and exploitation rights are presented at the historic cost. Concessions and exploitation rights have a finite lifetime associated to the contractual periods and are presented at cost minus accumulated impairment and amortisation.
The cost of acquiring software licences is capitalised and includes all costs incurred for acquiring and installing the software available for utilisation. These costs are amortised during the estimated lifetime (not exceeding 5 years).
Software development or maintenance costs are recognised as expenses when incurred. Costs associated directly with creating identifiable and unique software controlled by the Group and that will probably generate future economic benefits greater than the costs, for more than one year, are recognised as intangible assets. Direct costs include personnel costs for developing software and the share in relevant general expenses.
Software development costs recognised as assets are amortised during the software's estimated lifetime (not exceeding 5 years).
The brands acquired in business combinations are reflected at fair value at the date of the concentration (Eat Out group). Brands life cycle was determined considering the benchmark of the sector for brands of this dimension, which in general point to a life cycle of 20 years.
Research expenses are recognised as costs when incurred. Costs incurred on development projects (for designing and testing new products or for product improvements) are recognised as intangible assets when it is likely that the project will be successful, in terms of its commercial and technological feasibility and when the costs may be reliably measured. Other development expenses are recognised as expenses when incurred. Developments costs previously recognised as expenses are not recognised as an asset in subsequent periods. Development costs with a finite lifetime that have been capitalised are amortised from the time the product begins commercial production according to the equal annual amounts method during the period of its expected benefit, which cannot exceed five years.
The assets in progress are recorded at acquisition cost less any impairment losses. These assets are amortized as from the moment when the underlying assets are available for use.
Intangible assets with a specific lifetime are not subject to amortisation and are, instead, subject to annual impairment tests. Assets subject to amortisation are revaluated to determine any impairment whenever there are events or alterations in the circumstances causing their accounting value not to be recoverable. An impairment loss is recognised in the consolidated statement of comprehensive income by the amount by which the recoverable amount exceeds the accounted amount. The recoverable amount is the highest amount between an asset's fair value minus the costs necessary for its sale and its utilisation value. To perform impairment tests, assets are grouped at the lowest level at which it may be able to separately identify cash flows (units generating cash flows).
A cash-generating unit (CGU) is the smallest group of assets which includes the asset and that generates cash flows from continued use and which is generally independent from the cash input from other assets or asset groups. In the case of tangible fixed assets and intangible assets, each store was identified as a cash-generating unit. Impairment tests are carried out for restaurants that, having at least 2 years of activity, present negative operating results less amortization, depreciation and impairment losses on tangible fixed assets, intangible assets and goodwill.
Consolidation differences are distributed among the group's cash-flow generating units (CGUs), identified according to the country of operation and the business segment.
The recoverable value of a CGU is determined based on calculating the utilisation value. Those calculations apply cash flow forecasts based on financial budgets approved by the managers and cover a 5-year period.
The Board of Directors determines the budgeted gross margin based on past performance and on its market growth expectations. The average weighted growth rate used is consistent with provisions included in the sector's reports. The discount rates used after taxes and reflect specific risks related with the assets from a CGU.
IFRS 9 introduced a financial asset classification model based on the business model used in its management and on the characteristics of the contractual cash flows, replacing the previously existing requirements that determined the classification in the categories of financial assets of IAS 39 After January 1, 2018, the Group classifies its other financial assets at the time of initial recognition in accordance with the requirements introduced by IFRS 9 in the following asset categories.
A financial asset is measured at amortized cost if the objective inherent to the business model is achieved by collecting the respective contractual cash flows and if the underlying contractual cash flows represent only the payment of principal and interest. Assets classified in this category are initially recognized at fair value and subsequently measured at amortized cost.
Loans and accounts receivable from customers are generally held for the purpose of collecting contractual cash flows and it is expected that the underlying contractual cash flows represent only the payment of principal and interest and therefore comply with the requirements for measurement at amortized cost provided for in IFRS 9.
A financial asset is measured at fair value through other comprehensive income if the objective inherent to the business model used is achieved either by collecting contractual cash flows or by selling financial assets and (if the underlying contractual cash flows represent The assets classified in this category are initially and subsequently measured at their fair value, and the changes in their accounting value are recorded against other comprehensive income, except for the recognition of impairment losses, interest and when the financial asset is derecognized, the gain or loss accumulated in other comprehensive income is reclassified to the income statement.
Financial assets that do not meet the requirements for classification in the situations referred to above are classified and measured at fair value through profit or loss, residual category under IFRS 9.
Acquisitions and disposals of financial assets are recognized on the date of their negotiation, that is, on the date on which the Group undertakes to acquire or dispose of these financial assets.
Financial assets are derecognised when the Group's contractual rights to the receipt of its future cash flows expire when the Group has substantially transferred all the risks and rewards associated with its detention or when it retains, but not substantially, part of the risks and benefits associated with their detention, the Group has transferred control over the assets.
Until 31 December 2017, the Group carried out an assessment of the existence of objective evidence of impairment, as set forth in IAS 39, including any impairment resulting from an adverse impact on the estimated future cash flows of the financial asset or group of financial assets and where it can be measured reliably.
After January 1, 2018, IFRS 9 establishes a new impairment model based on "expected losses", which replaces the previous model based on "losses incurred" in IAS 39. In this sense, the Group recognizes impairment losses before there is objective evidence of loss of value arising from a past event. This model is the basis for the recognition of impairment losses on financial instruments whose measurement is measured at amortized cost or at fair value through other comprehensive income.
The impairment model depends on the occurrence or not of a significant increase in credit risk since the initial recognition. If the credit risk of a financial instrument has not increased significantly since its initial recognition, the Group recognizes an accumulated impairment equal to the expectation of loss estimated to occur within the next 12 months. If credit risk has increased significantly, the Group recognizes an accumulated impairment equal to the expectation of loss that is estimated to occur until the respective maturity of the asset.
Once the event of loss under IFRS 9 ("objective proof of impairment", in accordance with IAS 39 terminology) has been verified, the accumulated impairment is directly attributed to the instrument in question, and its accounting treatment, based on this similar to that provided for in IAS 39, including the treatment of their interest. The book value of the asset is reduced and the amount of losses recognized in the income statement. If, in a subsequent period, the impairment amount decreases, the amount of impairment losses previously recognized is also reversed in the income statement if the impairment loss is objectively related to the event occurring after the initial recognition.
The Group applies the simplified method and records expected loss to maturity for all its accounts receivable, including those that include a significant financial component. Estimated expected losses were calculated based on the experience of actual losses over a period that, by business or type of customer, were considered statistically significant and representative of the specific characteristics of the underlying credit risk.
For assets receivable valued at amortized cost and at fair value through other comprehensive income, the Group prepares its analyzes based on the general model. In preparing this valuation, the Group makes estimates based on the risk of default and loss rates, which require judgment. The inputs used to assess the risk of losses on these financial assets include:
• credit ratings (to the extent available) obtained through information provided by rating agencies such as Standard and Poor's and Moody's;
• significant changes in expected performance and debtor behavior; and
• data extracted from the market, in particular on probabilities of non-compliance.
Inventories are presented at the lowest value between their cost and the net realisation value. The cost is calculated using the weighted mean cost, and it is equivalent to the acquisition cost deducted from quantity discounts.
Personal alimentation costs are reflected in personnel expenses, against stocks inventory.
The net realisation value corresponds to the estimated sale price during normal business operations, minus variable sale costs.
Accounts receivable from clients and other debtors are initially recognised at the fair value. Medium and long term debts are subsequently measured at the amortised cost, using the effective rate method minus the impairment adjustment.
Debts to suppliers and non-interest bearing third parties are measured at amortized cost so that they reflect their net present value. However, these amounts are not discounted because the effect of their financial update is considerer immaterial.
Cash and cash equivalents include cash, bank deposits and other investments up to 3 months that can be mobilized immediately, with a low risk of change in value. Bank overdrafts are presented in the Statement of Cash Flows as Cash and Cash Equivalents and in the Consolidated Statement of Financial Position in current liabilities under the Obtained Loans item.
Ordinary shares are classified in equity.
Incremental costs directly attributable to the emission of new shares or options are presented in equity as a deduction, net of taxes, of entries.
When any group company acquires shares in the parent company (own shares), the amount paid, including costs directly attributable (net of taxes), is deducted from the equity attributable to the shareholders of the parent company until the shares are cancelled, re-issued or sold. When those shares are subsequently sold or re-issued and after deducting directly imputable transaction costs and taxes, any receipt is included in the equity of the company's shareholders.
Loans obtained are initially recognised at the fair value, including incurred transaction costs. Medium and long term loans are subsequently presented at cost minus any amortisation; any difference between receipts (net of transaction costs) and the amortised value is recognised in the consolidated statement of comprehensive income during the loan period, using the effective rate method.
Loans obtained are classified in current liabilities, except when the group is entitled to an unconditional right to defer the liquidation of the liability for at least 12 months after the consolidated statement of financial position date.
Income tax is calculated based on the taxable results of the companies included in the consolidation in accordance with the tax rules in force at the location of the headquarters of each company included in the consolidation perimeter. In Portugal, the estimated income tax was determined under the Special Tax Regime for Company Groups (RETGS). In the Spanish segment, the current tax of the subsidiaries based in Vigo, Madrid and Barcelona – Spain (except Cortsfood and Dehesa) was calculated under the special tax regime for economic groups. The remaining subsidiaries, based in Luanda - Angola, calculate their current tax individually, in the light of the regulations in force in the country of their registered office (Note 5).
Deferred taxes are recognised overall, using the liability method and calculated based on the temporary differences arising from the difference between the taxable base of assets and liabilities and their values in the consolidated financial statements. However, if the deferred cost arises from the initial recognition of an asset or liability in a transaction that is not a corporate concentration or that, on the transaction date, does not affect the accounting result or the tax result, this amount is not accounted. Deferred taxes are determined by the tax (and legal) rates decreed or substantially decreed on the date of the consolidated statement of financial position and that can be expected to be applicable in the period of the deferred tax asset or in the liquidation of the deferred tax liability.
Deferred tax assets are recognised insofar as it will be probable that future taxable income will be available for using the respective temporary difference.
Contingent liabilities are defined by the Company as (i) possible obligations arising from past events and whose existence will only be confirmed by the occurrence or not of one or more uncertain future events not wholly under the control of the Company or (ii) present obligations Which arise from past events but are not recognized because it is not probable that an outflow of resources embodying economic benefits is required to settle the obligation or the amount of the obligation can not be measured reliably.
Contingent liabilities are not recognized in the Company's financial statements and are disclosed in these Notes to the Financial Statements, unless the possibility of an outflow of funds affecting future economic benefits is remote, in case they are not even disclosed.
Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or not of one or more uncertain future events not wholly under the control of the Company.
Contingent assets are not recognized in the Company's financial statements but are disclosed in these Notes to the Financial Statements when it is probable that there will be a future economic benefit.
Revenue comprises the fair value of the sale of goods and rendering of services, net of taxes and discounts and after eliminating internal sales. Revenue is recognised as follows:
The sale of goods is recognised when the product is sold to the customer. Retail sales are normally made in cash or through debit/credit cards. Sales of goods to customers, associated to events or congresses, are recognised when they occur.
Rendering of services is recognised in the accounting period in which the services are rendered, in reference to the transaction end date on the consolidated statement of financial position date.
Royalties are recognised according to the accrual policy, according to the content of the relevant agreements.
A lease is defined as a contract or part of a contract that conveys the right to use an asset for a certain period, in exchange for a fee.
With the adoption of IFRS 16 to January 1, 2019, the distinction between operating leases (off balance sheet) and finance leases (included in the balance sheet) has been eliminated at the lessee level, having been replaced by a model in which it is accounted for an asset identified with a right to use and a corresponding liability for all lease agreements.
On the effective date of the lease, the Group recognizes the lease liability at the present value of lease payments that are not paid on that date and the respective right to use.
Payments relating to variable components of the contract are not considered as lease payments, but are recognized as an expense in the year in which they occur.
The right of use is initially measured at cost and subsequently at the net cost of depreciation and impairment, adjusted by remeasurement of the lease liability.
The right of use is constituted by the initial value of the liabilities with leases and by initial direct costs and payments made to the lessor before the date of entry into force of the lease, less the rental incentives received.
The right of use is depreciated on a straight-line basis over the term of the contract, comprising the non-cancellable period during which the lessee has the right to use an underlying asset and (i) the periods covered by an option to extend the lease, if the lessee has a reasonable certainty of exercising this option; (ii) the periods covered by a lease termination option, if the lessee is reasonably certain that it will not exercise that option.
Alternatively, in cases where the Group intends to exercise any existing call options for the underlying asset, the right to use is depreciated over the estimated useful life of the asset.
Lease liabilities are initially measured based on the present value of the lease liabilities at the date. Subsequently, the lease liability is adjusted for the effect of interest and lease payments, as well as for possible changes to lease agreements. Lease payments include payments made to a lessor for the right to use an underlying asset during the term lease terms (excluding variable lease payments) and also include the exercise price of a call option, if there is a reasonable expectation that the Group will exercise it, and the amount of penalties for termination of contracts, if it is reasonably certain that the Group triggers the possibility of termination.
To determine the present value of lease payments, in cases where it is not possible to obtain the implicit interest rate, the Group uses the incremental financing rate, which represents the interest rate that the Group would have to pay to borrow for a similar term, and with a similar guarantee, the funds necessary to obtain an asset of an equivalent value to the asset under right of use in a similar economic context.
In order to determine the lease term, in cases where extension and / or termination options are defined, the Board of Directors evaluates the projected business plans and determines the lease term that best reflects their expectations of permanence in the contract. This expectation can be adjusted according to changes in business conditions.
Lease liabilities are remeasured due to revaluations or changes to the lease.
The basic profit per share is calculated by dividing the profit payable to shareholders by the weighted mean number of ordinary shares issued during the period, excluding ordinary shares acquired by the company and held as own shares (Note 16).
The profit diluted per share is calculated by dividing the profit payable to shareholders – adjusted by the dividends of convertible preference shares, convertible debt interest and gains and expenses resulting from the conversion – by the average number of ordinary shares issued during the period plus the average number of ordinary shares that may be issued in the conversion of ordinary shares that may be potentially used in the dilution.
The events that occurred between the date of the statement of consolidated financial position and the date of issue of the consolidated financial statements and of the consolidated financial position ("adjusting events") are reflected in the consolidated financial statements. Events occurring between the date of the consolidated statement of financial position and the date of issue of the consolidated financial statements that provide information on conditions that occur after the date of the consolidated statement of financial position ("non adjusting events"), if material, are disclosed in note 37.
The Group uses derivatives financial instruments, such as exchange forwards and interest rate swaps, only to cover the financial risk witch the Group is exposed to. The Group doesn't use derivatives financial instruments for speculation. Derivatives financial instruments negotiation is carried out by the Group, on behalf of their subsidiaries, by the financial department under the policies approved by the Board of directors. Derivative financial instruments are initially measured at the transaction date fair value, being subsequently measured at each reporting date fair value. Gains or losses of fair value changes are recognised as follows:
In an operation to hedge the exposure to fair value of an asset or liability ("fair value hedge") determined as effective hedges, the fair value changes are recognised in the income statement jointly with the fair value changes of the risk component of the hedged item.
In an operation to hedge the exposure to future cash-flows of an asset or liability ("cash-flow hedge"), the effective part of the fair value changes in the hedging derivative are recognizes in equity; the ineffective part of the hedging is recognized in the income statement when it occurs.
Currently there are no foreign operational units (subsidiaries) in currencies other than the euro, therefore the Group is not exposed to foreign currency exchange-rate risks.
The Group has well identified the nature of the involved risks, guarantees through its software that each hedge instrument is followed under the Group's risk policy, recording thorough and formally the hedges relationships; the hedges goal and strategy; classification of the hedges relationship; description of the nature of the risk that's being cover; identification of the hedge instrument and covered item; description of initial measure and future effectiveness of the hedge; identification of the excluded, if any, part of the hedge instrument.
The Group will consider discontinued an hedge instrument when it is sold, expires or is realised; the hedge ceases to fulfil the hedge accounting criteria; for the cash flow hedge the expected transaction in unlikely or unexpected; the Group cancels the hedge instruments for managing reasons.
As Angola in 2019 ceased to meet the conditions established in IAS 29 to be considered a hyperinflationary economy, the Group has suspended the application of that standard to the financial statements of companies in that country, since January 1, 2019. The impacts determined in fiscal years previous results resulting from this standard, namely those associated with non-monetary assets and liabilities, will remain in force until the assets are sold, consumed or amortized and until the liabilities are sold or liquidated.
Accordingly, IAS 29 was applied in 2018 and 2017 according to which the financial statements of a subsidiary reporting in the currency of a hyperinflationary economy need to be restated by applying a general price index of the country in whose currency it reports before being included in the consolidated financial statements. The restated financial statements are then translated into the closing exchange rates.
However, in accordance with IAS 21, the results and financial position of an entity whose functional currency is a currency of a hyperinflationary economy must be translated into the group's presentation currency without restatement of comparatives. Thus, the beginning of the first period of application of IAS 29 is January 1, 2017, and adjustments to this date are recorded as a contra entry to Retained Earnings.
The restatement of the financial statements of subsidiaries whose functional currency is a currency of a hyperinflationary economy requires the application of certain procedures, such as:
a) Selection of the general index of prices to use
b) Statement of financial position:
i) Segregation of monetary and non-monetary items
Monetary items do not have to be restated
non-monetary items have to be restated, except for those that are measured at net realizable value or fair value at the reporting date.
ii) Restatement of non-monetary items: use of the accumulated inflation increase from the initial registration date to the reporting date.
iii) Restatement of equity items: At the beginning of the first period of application of IAS 29, equity items, except retained earnings and any revaluation surplus, are restated by the application of a general index since the dates on which the components were constituted or arose. Any revaluation surplus arising from prior periods is eliminated. Retained retained earnings are determined from all other amounts in the restated statement of financial position. At the end of the first period and in subsequent periods, all components of equity are restated by the application of a general price index from the beginning of the period or the date of its establishment if later.
c) Statement of income and other comprehensive income
i) Statement of other comprehensive income: restatement of Other comprehensive income items by applying the change in the general price index from the dates on which the items of income and expenses were initially recorded in the financial statements.
ii) Income statement: restatement of the items of income for the year, by applying the change in the general price index from the dates on which the items of income and expenses were initially recorded in the financial statements.
(iii) Other items of income or expenditure, such as income and interest expense and exchange rate differences relating to funds invested or borrowed, are also restated, although they partially "offset" the effect of inflation.
iv) The determination of the inflation index to be applied taking into account the registration date of each transaction may require a very significant level of information disaggregation, allowing the use of monthly averages as an approximation of the inflation rate to be applied for each transaction.
Deferred taxes are recognized on the adjustments resulting from the restatement of non-monetary items.
The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.
Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.
The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is growing and consequently to gain weight in the group activity. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. Financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated. In view of the current limitations on payments abroad, the group adopted a policy of monthly monitoring of credit balances in foreign currency and its full coverage with the acquisition of Treasury Bonds of the Republic of Angola, indexed to the USD.
In 31 December, 2019 and 2018 currency exchange risk was as follows:
| YEAR 2019 | |||||
|---|---|---|---|---|---|
| Financial Assets | Kwanzas | Equivalent EUR | USD | Equivalent EUR | |
| Cash and Bank deposits | 446 232 877 | 832 224 | 5 753 | 5 331 | |
| Treasury bonds | 8 758 250 718 | 16 334 138 | - | - | |
| Others | 64 595 055 | 120 470 | - | - | |
| 9 269 078 650 | 17 286 832 | 5 753 | 5 331 | ||
| Financial Liabilites | |||||
| Loans | 3 146 722 026 | 9 218 177 | - | - | |
| Suppliers | 168 518 692 | 314 287 | 1 271 421 | 1 178 107 | |
| Others | 6 089 475 | 11 357 | - | - | |
| 3 321 330 193 | 9 543 821 | 1 271 421 | 1 178 107 |
| YEAR 2018 | ||||
|---|---|---|---|---|
| Financial Assets | Kwanzas | Equivalent EUR | USD | Equivalent EUR |
| Cash and Bank deposits | 944 565 782 | 2 675 955 | 449 172 | 402 571 |
| Treasury bonds | 7 253 661 152 | 20 549 622 | - | - |
| Others | 27 412 587 | 77 660 | 5 455 | 4 889 |
| 8 225 639 520 | 23 303 237 | 454 628 | 407 460 | |
| Financial Liabilites | ||||
| Loans | 2 565 000 000 | 7 266 645 | 500 000 | 448 125 |
| Suppliers | 170 684 625 | 483 550 | 2 947 444 | 2 641 647 |
| Others | 3 610 430 | 10 228 | - | - |
| 2 739 295 055 | 7 760 423 | 3 447 444 | 3 089 772 |
Additionally, in Angolan subsidiaries, there are debts to suppliers - mainly group companies - denominated in EUR, which, after conversion, generate exchange differences in the consolidated financial statements (other operating costs). On the other hand, the same subsidiaries hold financial assets indexed to the USD in an amount necessary to fully cover foreign currency liabilities.
Due to this full coverage and based on the figures for 31 December 2019, any simulation of a depreciation of the AKZ against the USD and EUR, keeping everything else constant, would not have a negative impact on Ibersol's Net Profit.
Based on simulations performed on December 31, 2019, a decrease from 10% to 15% in AOA, concerning EUR and USD currency, keeping everything else constant, would have an impact of 1.408 thousand and 2.015 thousand euros (1.471 thousand euros and 2.065 thousand euros in 2018), respectively, on equity of the group.
The group is not greatly exposed to the merchandise price risk.
With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed, so there is also no risk.
The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of fixing interest rates of at least 50% of the outstanding amount.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. Interest rate swap contracts to hedge the interest rate risk of part of the loans (commercial paper) of EUR 19 million are subject to interest maturities and repayment plans identical to the terms of the loans. In 2019, 20 million euros of fixed rate debt were contracted.
Based on simulations performed on 31 December 2019, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 513,000 euros (730,000 euros in 2018).
The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of merchandise to franchisees representing less than 6,4% of the consolidated turnover. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.
The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at December 31, 2019, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 16,3 million euro, subject to country risk.
Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.
The ratings of the major credit institutions where Ibersol group has its deposits on December 31, 2019 and 2018 are presented as follows:
| Agency | Year 2019 | Year 2018 | |||
|---|---|---|---|---|---|
| Deposits | Rating | Deposits | Rating | ||
| Standard & Poor´s | 1 176 180 | A | 1 155 092 | A | |
| Standard & Poor´s | 1 935 814 | A- | 4 110 213 | A | |
| Standard & Poor´s | 5 123 523 | BBB+ | 2 799 113 | BBB+ | |
| Standard & Poor´s | 17 686 064 | BBB | 16 836 985 | BBB | |
| Standard & Poor´s | 5 445 547 | BBB- | 4 060 127 | BBB | |
| Standard & Poor´s | - | BB- | - | BB | |
| Moody's | 330 742 | Baa1 | - | Baa1 | |
| Moody's | - | Baa2 | - | Baa2 | |
| Moody's | - | Baa3 | - | Baa3 | |
| Moody's | 919 341 | Ba1 | 802 668 | Ba1 | |
| Moody's | - | Ba3 | - | Ba3 | |
| Moody's | - | B2 | - | B2 | |
| Moody's | 351 749 | B3 | 236 117 | B3 | |
| Moody's | 2 846 633 | Caa2 | 2 196 864 | Caa2 | |
| Not available (Angola) | 1 543 131 | n/a | 3 545 545 | n/a |
Deposits in Angola are distributed by three of the largest commercial banks in Angola - BFA, BCGA, ATL and BAI but which do not have a rating.
The quality of financial assets not due or impaired is detailed in Note 15.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.
At the end of the year, current liabilities reached 193 million euros, compared with 96,5 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2020 the renewal of the commercial paper programmes (10,000,000 euros). However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.
Even with reduced use of the group has contracted a significant amount of short-term lines. On December 31, 2019, the use of short term liquidity cash flow support was about 35%. Investments in term deposits and other application of 31 million euros, match 24% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| to December 2020 | from December 2020 to 2039 | ||
|---|---|---|---|
| Bank loans and overdrafts | 46 399 315 | 74 763 367 | |
| Liability for leases | 53 777 115 | 286 206 086 | |
| Other non-current liabilities Accounts payable to suppliers and |
- | 6 146 | |
| accrued costs | 67 704 058 | - | |
| Other current liabilities | 4 576 409 | - | |
| Total | 172 456 898 | 360 975 599 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 31st December 2019 and 2018 the gearing ratio was of 26% and 27%, respectively, as follows:
| 31/12/2019 (with IFRS16) |
31/12/2019 (n/a IFRS16) |
Dec-18 | ||
|---|---|---|---|---|
| Liability for leases | 339 983 201 | - | - | |
| Bank loans | 121 162 682 | 132 095 130 | 132 143 772 | |
| Other financial assets | -15 626 772 | -15 626 772 | -19 608 860 | |
| Cash and bank deposits | -38 424 757 | -38 424 757 | -37 931 124 | |
| Net indebtedness | 407 094 354 | 78 043 602 | 74 603 788 | |
| Equity | 214 228 476 | 223 729 770 | 203 170 093 | |
| Total capital | 621 322 830 | 301 773 371 | 277 773 881 | |
| Gearing ratio | 66% | 26% | 27% |
In restaurants where it operates with international brands, the group enters into long-term franchise agreements: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable for another 10 years at the franchise's option, provided certain obligations have been fulfilled.
It has become practical for these contracts to be renewed. However, nothing obliges the franchisees to do so, so the risk of non-renewal may be verified.
In these contracts it is normal to contract the payment of an "Initial Fee" at the beginning of each contract and a "Renewall Fee" at the end of the initial period, in addition to a royalty of marketing operations on the sales made.
Periodically, development contracts are negotiated which guarantee the right to open new restaurants.
At the moment a contract has been signed for the implementation of 80 KFC restaurants in the period between May 2017 and May 2022.
The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.
The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.
Estimates and judgements are continuously evaluated and are based on past experience and on other factors, including expectations regarding future events that are believed to be reasonably probable within the respective circumstances.
The group makes estimates and outlines premises about the future. Generally, accounting based on estimates rarely corresponds to the real reported results. Estimates and premises that present a significant risk of leading to a material adjustment in the accounting value of the assets and liabilities in the following year are described below:
The group performs annual tests to determine whether the goodwill is subject to impairment, according to the accounting policy indicated in Note 2.7. Recoverable amounts from the units generating cash flows are determined based on the calculation of utilisation values. Those calculations require the use of estimates (Note 9).
The assumptions used are sensitive to changes in macroeconomic indicators and to the business assumptions used by management. Considering the uncertainties regarding the goodwill recovery value due to the fact that they are based on the best information available at the date, changes in the assumptions could result in impacts in determining the level of impairment and, consequently, in the results.
The group is subject to Income Tax in Portugal, Spain and Angola. A significant judgement must be made to determine the estimated income tax. The large number of transactions and calculations make it difficult to determine the income tax during normal business procedures. The group recognises liabilities for additional payment of taxes that may originate from reviews by the tax authorities. When tax audits indicate a final result different from the initially recorded amounts, the differences will have an impact on the income tax and on deferred taxes in the period in which those differences are identified.
In Portugal, annual income statements are subject to review and possible adjustment by the tax authorities over a period of 4 years. However, if tax losses are presented, they may be subject to review by the tax authorities for a period of 6 years. In other countries in which the Group operates, these deadlines are different, usually longer.
The Board of Directors believes that any corrections to those statements as a result of reviews / inspections by the tax authorities will not have a significant effect on the consolidated financial statements as of December 31, 2019, being certain that the periods up to now have been reviewed by the Tax and Customs Authority 2015, inclusive.
The group on a periodic basis examines possible obligations arising from past events that should be recognized or disclosed.
The subjectivity inherent in determining the probability and amount of internal resources required to settle these obligations may result in significant adjustments due to changes in the assumptions used or the future recognition of provisions previously disclosed as contingent liabilities.
Tangible and intangible fixed assets are subject to systematic depreciation for the period determined to be their economic useful life. The determination of lifetime period of the assets and the depreciation method to be applied, is essential to determine the amount of depreciation to be recognized in the income statement for each year.
According to the best judgment of the Board of Directors and considering the practices adopted by companies in the sector internationally these two parameters are set for the assets and business in question.
The recoverability of tangible and intangible fixed assets requires the definition of estimates and assumptions by the Management, namely, when applicable, with regard to the determination of the value in use in the scope of the impairment tests of the Group's cash generating units.
e) Impairment losses foreseen
In applying the expected impairment loss models, the Group assesses the probability of default and estimated losses in the event of default, as disclosed in note 2.9.3. This evaluation involves relevant estimates by the Group, which are based on a set of historical information and assumptions, which may not be representative of the future uncollectibility of the Group's debtors.
f) Lease term and Incremental financing rates
To determine the estimated impacts of adopting IFRS 16, the Group makes estimates on the lease terms and their incremental financing rates, which incorporate specific market and entity risks that require the Group to make relevant judgments and estimates.
5.1. The following group companies were included in the consolidation on 31st December 2019 and 2018:
| % Shareholding | ||||
|---|---|---|---|---|
| Company | Head Office | Dec/19 | Dec/18 | |
| Parent company | ||||
| Ibersol SGPS, S.A. | Porto | parent | parent | |
| Subsidiary companies | ||||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% | |
| Ibersol Restauração, S.A. | Porto | 100% | 100% | |
| Ibersande Restauração, S.A. | Porto | 100% | 100% | |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% | |
| Ibersol - Hotelaria e Turismo, S.A. | Porto | 100% | 100% | |
| Iberking Restauração, S.A. | Porto | 100% | 100% | |
| Iberaki Restauração, S.A. | Porto | 100% | 100% | |
| Restmon Portugal, Lda | Porto | 61% | 61% | |
| Vidisco, S.L. | Vigo - Espanha | 100% | 100% | |
| Inverpeninsular, S.L. | Vigo - Espanha | 100% | 100% | |
| (d) Ferro & Ferro, Lda. | Porto | - | - | |
| Asurebi SGPS, S.A. | Porto | 100% | 100% | |
| Charlotte Develops, SL | Vigo - Espanha | 100% | 100% | |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% | |
| Eggon SGPS, S.A. | Porto | 100% | 100% | |
| Anatir SGPS, S.A. | Porto | 100% | 100% | |
| Lurca, SA | Madrid-Espanha | 100% | 100% | |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | |
| José Silva Carvalho Catering, S.A | Porto | 100% | 100% | |
| (a) Iberusa Central de Compras para Restauração ACE | Porto | 100% | 100% | |
| (b) Vidisco, Pasta Café Union Temporal de Empresas | Vigo - Espanha | 100% | 100% | |
| Maestro - Serviços de Gestão Hoteleira, S.A. | Porto | 100% | 100% | |
| SEC - Eventos e Catering, S.A. | Porto | 100% | 100% | |
| IBERSOL - Angola, S.A. | Luanda - Angola | 100% | 100% | |
| HCI - Imobiliária, S.A. | Luanda - Angola | 100% | 100% | |
| Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto | 100% | 100% | ||
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | 100% | |
| The Eat Out Group S.L.U. | Barcelona - Espanha | 100% | 100% | |
| Pansfood, S.A.U. | Barcelona - Espanha | 100% | 100% | |
| Foodstation, S.L.U | Barcelona - Espanha | 100% | 100% | |
| (c) Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Espanha | 100% | 100% | |
| (c) Cortsfood, S.L. | Barcelona - Espanha | 50% | 50% | |
| Associated companies | ||||
| ( e) Ziaicos - Serviços e gestão, Lda | Porto | 40% | - | |
| Companies controlled jointly | ||||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% |
(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services.
(b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants. ( c) Participation acquired to interests that do not control (50%), with constitution by splitt of the subsidiary Cortsfood. Although the parent company holds 50% of the voting rights, there is control of the subsidiary Cortsfood (note 16).
(d) merge of the subsidiary Ferro & Ferrro into Iberusa Hotelaria e Restauração, S.A..
Head office is the business development location of each listed entity.
(e) Associated incorporated in 2019 (note 5.2.1).
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity and the associated Ziaicos, was subject to the equity method according to the group's shareholding in this company (Note 2.3).
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
In the years ended December 31, 2019 and 2018 there were no acquisition of subsidiaries.
In 2019, the associate Ziaicos was constituted.
In the years ended December 31, 2019 and 2018 there were no disposals of subsidiaries.
With reference to January 1, 2019, the Group started to control the operations of four units, integrating in their consolidated accounts the respective assets, liabilities and results of operations of those units. On that same date, the Group carried out an analysis of the fair value of the assets, liabilities and contingent liabilities that it started to control, having recognized total goodwill for the set of these operations of 1,121,898 euros.
Ibersol Administration monitors the business based on the following segmentation (note 2.4):
| SEGMENT | BRANDS | ||||||
|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Pizza Movil | FresCo | Ribs | StaMaria | |
| Counters | KFC | O'Kilo | Miit | Burger King | Pans & C.ª | Coffee Counters Taco Bell | |
| Concessions | |||||||
| and catering | Sol (SA) | Concessions | Catering | Convenience stores | Travel |
| Restaurants | Counters | Concessions and Catering |
Other, write off and adjustments |
Total Group | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2 019 | 2 018 | ||
| Turnover | 117 490 729 111 368 519 233 595 967 210 708 864 133 845 661 127 631 661 | 455 093 | 401 798 | 485 387 449 450 110 842 | |||||||
| Operating income net of Amortization, deprec. and impairment losses Amortization, depreciation and impairment |
22 560 396 | 15 694 335 | 50 836 022 | 30 364 593 | 45 797 738 | 14 990 336 | 341 564 | - | 119 535 720 | 61 049 264 | |
| losses | 16 277 812 | 9 520 941 | 28 200 572 | 14 312 454 | 40 458 672 | 6 513 480 | 1 678 613 | -552 344 | 86 615 669 | 29 794 531 | |
| Operating income | 6 282 584 | 6 173 394 | 22 635 450 | 16 052 139 | 5 339 066 | 8 476 856 | -1 337 048 | 552 344 | 32 920 051 | 31 254 733 | |
| Net financing cost | 20 704 510 | 2 989 186 | |||||||||
| Other non-operating gains and losses | 102 494 | 875 512 | |||||||||
| Income tax expense | -5 321 775 | 4 070 309 | |||||||||
| Net profit | 17 639 809 | 25 070 750 | |||||||||
| Total assets allocated* | 107 316 064 | 91 837 162 323 975 084 229 593 989 309 506 689 | 85 440 675 11 641 356 11 522 920 | 752 439 193 418 394 747 | |||||||
| Total liabilities allocated* | 43 889 096 | 23 845 452 136 827 119 | 55 287 774 249 561 743 | 15 686 772 | 1 263 577 | 7 705 | 431 541 536 | 94 827 703 | |||
1 595 843 8 730 007 33 098 270 27 555 973 10 065 095 1 352 734 - 110 327 44 759 208 37 749 042 Net investment * unallocated essentially other financial assets, loans and deferred taxes.
The turnover by brand (sub-segments) is detailed as follows:
| Brand/Segment | 2019 | 2018 | Var % |
|---|---|---|---|
| Pizza Hut | 75 255 562 | 70 948 264 | 6,1% |
| Pasta Caffe | 3 315 905 | 3 521 954 | -5,9% |
| Pizza Móvil | 11 006 310 | 12 048 473 | -8,6% |
| FrescCo | 4 236 657 | 4 395 026 | -3,6% |
| Ribs | 23 553 724 | 20 277 143 | 16,2% |
| Santa Maria | 122 570 | 177 659 | -31,0% |
| Restaurants | 117 490 729 | 111 368 519 | 5,5% |
| Burger King | 134 669 270 | 115 252 698 | 16,8% |
| Pans & Company | 53 866 674 | 53 896 013 | -0,1% |
| KFC | 40 803 529 | 37 228 929 | 9,6% |
| O'Kilo/Miit | 2 066 486 | 2 000 889 | 3,3% |
| Coffee Counters | 2 171 502 | 2 330 334 | -6,8% |
| Taco Bell | 18 507 | - | |
| Counters | 233 595 967 | 210 708 864 | 10,9% |
| Sol (Service Areas) | 6 832 223 | 6 026 423 | 13,4% |
| Travel (Airports) | 111 833 826 | 110 184 003 | 1,5% |
| Catering | 15 179 612 | 11 421 235 | 32,9% |
| Concessions e Catering | 133 845 661 | 127 631 661 | 4,9% |
| Others | 455 093 | 401 798 | 13,3% |
| TOTAL | 485 387 449 | 450 110 842 | 7,8% |
On December 31, 2019 and 2018 income and non-current assets by geography is presented as follows:
| 31 DECEMBER 2019 | Portugal | Angola | Spain | Grupo |
|---|---|---|---|---|
| Total sales and services | 260 956 704 | 13 399 927 | 211 030 818 | 485 387 449 |
| Tangible fixed and intangible assets | 169 294 718 | 22 077 918 | 61 632 028 | 253 004 664 |
| Rights of use | 77 689 558 | 1 213 084 | 242 909 536 | 321 812 178 |
| Goodwill | 7 605 482 | - | 80 362 743 | 87 968 225 |
| Deferred tax asset | - | - | 4 010 940 | 4 010 940 |
| Financial investments - joint controlled subsidiaries | 2 566 336 | - | - | 2 566 336 |
| Non-current financial assets | 435 226 | - | - | 435 226 |
| Other financial assets | - | 2 710 150 | - | 2 710 150 |
| Other non-current assets | - | - | 8 238 111 | 8 238 111 |
| Total non-current assets | 257 591 320 | 26 001 152 | 397 153 358 | 680 745 830 |
| Portugal | Angola | Spain | Grupo |
|---|---|---|---|
| 226 454 655 | 17 748 173 | 205 908 014 | 450 110 842 |
| 150 170 067 | 25 730 368 | 61 556 013 | 237 456 448 |
| 7 605 482 | - | 83 240 845 | 90 846 327 |
| 2 459 842 | - | - | 2 459 842 |
| 211 430 | - | - | 211 430 |
| - | 15 753 485 | - | 15 753 485 |
| - | - | 12 921 343 | 12 921 343 |
| 160 446 821 | 41 483 853 | 157 718 201 | 359 648 875 |
In the year ending on 31 December 2019, the following movements took place in the value of rights of use, depreciation and accumulated impairment losses:
| Rights of use | |
|---|---|
| 1 January 2019 | |
| Initial net amount (Note 2.2) | 291 085 260 |
| Additions | 88 072 137 |
| Decreases | 1 467 059 |
| Depreciation in the year | 55 878 164 |
| Final net amount | 321 812 178 |
| 31 December 2019 | |
| Cost | 377 307 656 |
| Accumulated depreciation | 55 495 482 |
| Net amount | 321 812 178 |
In the years ending on 31 December 2019 and 2018, the following movements took place in the value of tangible fixed assets, depreciation and accumulated impairment losses:
| Land | Buildings | Equipment | Other tangible fixed Assets |
Tangible Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 1 January 2018 | ||||||
| Cost | 15 551 381 | 243 311 373 | 127 906 062 | 25 621 216 | 1 675 874 | 414 065 908 |
| Accumulated depreciation | 226 667 | 92 908 055 | 95 172 615 | 16 877 084 | - | 205 184 420 |
| Accumulated impairment | - | 9 837 119 | 1 013 238 | 58 914 | - | 10 909 271 |
| Net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| 1 January 2018 | ||||||
| Initial net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| Hyperinflationary Economies (IAS 29) | 636 821 | 866 426 | 204 363 | 39 617 | -48 172 | 1 699 055 |
| Currency conversion | -1 451 675 | -3 487 482 | -1 732 828 | -381 881 | -35 010 | -7 088 876 |
| Additions | - | 22 459 004 | 9 916 886 | 2 755 073 | 560 641 | 35 6 91 604 |
| Decreases | - | 599 668 | 38 421 | 24 260 | 538 056 | 1 200 405 |
| Transfers | - | 47 057 | 487 068 | 84 340 | -618 465 | - |
| Depreciation in the year | 18 973 | 15 774 618 | 7 088 709 | 1 605 514 | - | 24 487 815 |
| Impairment | - | 1 385 106 | - | - | - | 1 385 106 |
| Impairment reversion | - | -109 615 | - | - | - | -109 615 |
| Final net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| 31 December 2018 | ||||||
| Cost | 14 731 098 | 260 017 140 | 134 098 549 | 27 727 867 | 996 812 | 437 571 466 |
| Accumulated depreciation | 240 212 | 106 579 970 | 99 691 547 | 18 116 824 | - | 224 628 553 |
| Accumulated impairment | - | 10 635 741 | 938 433 | 58 448 | - | 11 632 622 |
| Net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress | Total | |
| 1 January 2019 | ||||||
| Initial net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| Change in accounting policy (IFRS 16) | - | -3 335 985 | -899 062 | -47 363 | - | -4 282 410 |
| Changes in the perimeter | - | 1 600 000 | 845 363 | 119 304 | - | 2 564 667 |
| Currency conversion | -542 668 | -1 209 078 | -540 488 | -117 382 | -19 445 | -2 429 061 |
| Additions | - | 25 420 469 | 11 712 366 | 3 596 959 | 3 144 834 | 4 3 874 629 |
| Decreases | - | 1 298 973 | 119 844 | 25 680 | 43 908 | 1 488 406 |
| Transfers | - | 39 603 | 280 569 | 34 644 | -504 148 | -149 332 |
| Depreciation in the year | 28 749 | 12 999 373 | 8 257 847 | 1 995 447 | - | 23 281 415 |
| Impairment in the year | - | 492 746 | - | - | - | 492 746 |
| Impairment reversion | - | -724 062 | -198 182 | -15 236 | - | -937 480 |
| Final net amount | 13 919 470 | 151 249 408 | 36 687 810 | 11 132 865 | 3 574 147 | 216 563 700 |
| 31 December 2019 | ||||||
| Cost | 14 163 037 | 267 021 639 | 138 067 977 | 30 839 024 | 3 574 147 | 453 665 824 |
| Accumulated depreciation | 243 567 | 105 564 602 | 100 649 863 | 19 662 947 | - | 226 120 979 |
| Accumulated impairment | - | 10 207 629 | 730 304 | 43 212 | - | 10 981 144 |
| Net amount | 13 919 470 | 151 249 408 | 36 687 810 | 11 132 865 | 3 574 147 | 216 563 700 |
In 2019, an investment of around 54 million was made in the opening of 40 new units, mainly 14 Burguer King, 3 KFC and 3 Pizza Hut in Portugal, and 5 concessions at the airports of Alicante, Barcelona and Las Palmas, 2 Burguer King and 2 Pans in Spain. On part of the investment in Spain, leasing contracts were made in the amount of around 10 million (usage rights, note 9).
In 2018, an investment of around 35 million euros was made, in the opening of 41 new units, basically 10 Burger King in Portugal and 12 concessions in Spain.
Property, plant and equipment - impairment tests
The assessment of the existence of signs of impairment in tangible assets and the performance of the respective tests, if necessary, were carried out on an annual basis as referred to in note 2,8. For the purposes of assessing the existence of signs of impairment in tangible assets, the following indicators were considered by the Group: - 2 years of activity,
Since impairment has been recorded for some assets and impairment for other assets was reversed, information on the events and conditions that led to the recognition of the impairment and that led to the reversal of the impairment, required under IAS 36,130 a) and the paragraphs c) and d) as well as by IAS 36,131. This information is also not available in note 35, for the remaining situations subject to impairment / reversal.
As of December 31, 2019 and 2018, the methods and main assumptions used in the preparation of impairment tests on the Group's main tangible assets that showed signs of impairment were as follows:.
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Portugal | Spain | |||
| Method used | Use Value | Use Value | ||||
| Projections with Projections with |
Projections with Projections with |
|||||
| Base used* | perpetuity | perpetuity | perpetuity | perpetuity | ||
| Periodo Utiizado (anos) | 5 | 5 | 5 | 5 | ||
| Discount rate for the period | ||||||
| (WACC) | 5.6% | 5.2% | 5.83% | 5.33% |
* The discount rate presented was calculated based on the methodology WACC (Weighted Average Cost of Capital).
The growth rate in perpetuity used in cash flow projections is 2.5%.
The positive evolution of the economy in the countries of the Iberian Peninsula and the consequent reduction in risk rates in countries and markets, in parallel with a reduction in interest rates, lead to a slightly lower applicable rate in 2019.
The tests carried out on the Ibersol group restaurants with signs of impairment resulted in the need to record impairment in the amount of 492,745 euros and 1,385,106 euros in 2019 and 2018, respectively and impairment reversals in the amounts 937,480 and 109,615 euros in 2019 and 2018, respectively, relating to tangible fixed assets, as follows:
| Year 2019 | |||
|---|---|---|---|
| Unit | Recoverable amount (use value) |
Assets account value |
Impairment losses |
| Ribs (1 unit) | 539 050 | 864 530 | 325 480 |
| Pizza Movil (2 units) | - | 167 265 | 167 265 |
| TOTAL | 539 050 | 1 031 795 | 492 745 |
| Year 2018 | ||||
|---|---|---|---|---|
| Unit | Recoverable amount (use value) |
Assets account value |
Impairment losses |
|
| Pasta caffe (1 unit) | - | 211 714 | 211 714 | |
| Sol (2 units) | - | 40 976 | 40 976 | |
| Pizza Móvil (5 units) | - | 397 567 | 397 567 | |
| Ribs (1 unit) | - | 385 345 | 385 345 | |
| Pans & C.ª (2 units) | 616 182 | 965 685 | 349 503 | |
| TOTAL | 616 182 | 2 001 287 | 1 385 106 |
Impairment reversals in 2019 and 2018 are presented as follows:
| Units | Ano 2019 | Ano 2018 |
|---|---|---|
| Pizza Hut (2 units) | 403 720 | - |
| Burger King (1 unit) | 262 209 | - |
| Pasta caffe (1 unit) | 211 714 | - |
| Roulotte (1 unit) | 59 837 | - |
| Pizza Hut (1 unit) | - | 109 615 |
| TOTAL | 937 480 | 109 615 |
In 2019, the sensitivity analysis of the discount rate is presented as follows:
| Discount rate | Impairment | Additional impairment |
Notes |
|---|---|---|---|
| 4.2% | 167 235 | -325 480 | |
| 4.7% | 357 317 | -135 428 | |
| 5.2% | 492 745 | impairment accounted value | |
| 5.7% | 679 105 | 186 360 | (1) |
| 6.2% | 861 139 | 368 394 | (1) |
(1) for a discounted rate increase of 0.5% and 1% would result in a further loss of 186,360 euros and 368,394 euros, respectively.
In 2019, the sensitivity analysis of the growth rate in perpetuity is presented as follows:
| Growth rate in perpetuity | Impairment | Change in |
|---|---|---|
| impairment | ||
| over 1% of the base | 184 298 | -308 447 |
| over 0.5% of the base | 373 271 | -119 474 |
| base: 2% | 492 745 | |
| less 0.5% of the base | 649 526 | 156 781 |
| less 1% of the base | 810 231 | 317 486 |
Depreciation, amortization and impairment losses of tangible fixed assets and intangible assets, are as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Tangible fixed assets |
Rights of use, Intangible assets and Goodwill |
TOTAL | Tangible fixed assets |
Intangible assets and Goodwill |
TOTAL | |
| Depreciation in the year (1) | 23 281 415 | 59 248 307 | 82 529 722 | 24 487 815 | 1 852 361 | 26 340 175 |
| Impairment in the year | 492 746 | 4 000 000 | 4 492 746 | 1 385 106 | 2 032 182 | 3 417 289 |
| Others | -406 799 | - | -406 799 | 37 067 | - | 37 067 |
| 23 367 362 | 63 248 307 | 86 615 669 | 25 909 988 | 3 884 543 | 29 794 531 |
(1) increase results from the application of IFRS 16, according to note 2,2.
Goodwill and intangible assets are broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Goodwill | 87 968 225 | 90 846 327 |
| Intangible assets | 36 440 964 | 36 146 157 |
| 124 409 189 | 126 992 484 |
In the years ending on 31 December 2019 and 2018, the movement in the value of intangible assets, amortization and accumulated impairment losses were as follows:
| Intangible | ||||||
|---|---|---|---|---|---|---|
| Goodwill | Brands | Industrial property |
Other intangible Assets |
Assets in progress |
Total | |
| 1 January 2018 | ||||||
| Cost | 92 862 786 | 22 000 000 | 40 254 584 | 13 873 100 | 1 312 455 | 170 302 925 |
| Accumulated amortization | - | 1 283 333 | 25 197 741 | 12 135 892 | - | 38 616 967 |
| Accumulated impairment | - | - | 3 665 332 | 41 875 | - | 3 707 206 |
| Net amount | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| 1 January 2018 | ||||||
| Initial net amount | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| Hyperinflationary Economies (IAS 29) | - | - | 43 435 | - | 89 612 | 133 047 |
| Currency conversion | - | - | -226 244 | - | -266 369 | -492 613 |
| Additions | - | - | 1 854 935 | 217 503 | 1 244 006 | 3 316 444 |
| Decreases | - | - | 54 932 | - | 3 670 | 58 602 |
| Transfers | - | - | 5 552 | - | -5 552 | - |
| Amortization in the year | - | 1 100 000 | 547 555 | 204 805 | - | 1 852 361 |
| Impairment in the year | 2 016 459 | - | 15 723 | - | - | 2 032 182 |
| Final net amount | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 | 2 370 483 | 126 992 484 |
| 31 December 2018 | ||||||
| Cost | 90 846 327 | 22 000 000 | 42 232 722 | 12 960 943 | 2 370 483 | 170 410 475 |
| Accumulated amortization | - | 2 383 333 | 26 100 687 | 11 211 040 | - | 39 695 060 |
| Accumulated impairment | - | - | 3 681 055 | 41 875 | - | 3 722 930 |
| Net amount | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 | 2 370 483 | 126 992 484 |
| Goodwill | Brands | Industrial property |
Other intangible Assets |
Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 1 January 2019 | ||||||
| Initial net amount | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 | 2 370 483 | 126 992 484 |
| Changes in the perimeter | 1 121 898 | - | - | - | - | 1 121 898 |
| Change in accounting policy (IFRS 16) | - | - | - | - | - | - |
| Currency conversion | - | - | -74 408 | - | -100 681 | -175 089 |
| Additions | - | - | 3 372 763 | 317 030 | 244 781 | 3 934 574 |
| Decreases | - | - | 37 273 | - | 57 258 | 94 530 |
| Transfers | - | - | 442 100 | 600 000 | -1 042 100 | - |
| Amortization in the year | - | 1 100 000 | 1 737 240 | 532 903 | - | 3 370 143 |
| Impairment in the year | 4 000 000 | - | - | - | - | 4 000 000 |
| Final net amount | 87 968 225 | 18 516 667 | 14 416 923 | 2 092 155 | 1 415 225 | 124 409 189 |
| 31 Decemberr 2019 | ||||||
| Cost | 87 968 225 | 22 000 000 | 45 735 432 | 13 793 294 | 1 415 225 | 170 912 176 |
| Accumulated amortization | - | 3 483 333 | 27 637 453 | 11 659 270 | - | 42 780 056 |
| Accumulated impairment | - | - | 3 681 055 | 41 875 | - | 3 722 930 |
| Net amount | 87 968 225 | 18 516 667 | 14 416 923 | 2 092 155 | 1 415 225 | 124 409 189 |
Goodwill is not amortized. The Group performs impairment tests on goodwill annually, or whenever there are signs of impairment, as mentioned in note 2,8.
For the purpose of impairment tests on CGUs, the recoverable amount was determined based on the value in use, according to the discounted cash flow method. The recoverable value of the UGC derives from assumptions related to the activity, namely, sales volumes, operating costs, planned investments, namely the opening, remodeling and closing of units, the impact of other market players, internal management projections and historical performance.
These projections result from the budgets for the following year and the estimated cash flows for a subsequent period of four years reflected in the medium and long-term plans approved by the Board of Directors.
Since impairment has been recorded for some assets and impairment for other assets was reversed, information on the events and conditions that led to the recognition of the impairment and that led to the reversal of the impairment, required under IAS 36,130 a) and the paragraphs c) and d) as well as by IAS 36,131. This information is also not available in note 35, for the remaining situations subject to impairment / reversal.
As of December 31, 2019 and 2018, the methods and main assumptions used in preparing the impairment tests for the Group's goodwill were as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Spain (Vidisco) |
Portugal | Spain | Spain (Vidisco) |
|
| Method used | Use Value | Use Value | ||||
| Base used* | Projections with perpetuity |
Projections with perpetuity |
Projections with perpetuity |
Projections with perpetuity |
Projections with perpetuity |
Projections with perpetuity |
| Used Period (years) | 5 | 5 | 5 | 5 | 5 | 5 |
| Growth rate in perpetuity |
2.5% | 2.5% | 2.5% | 2.5% | 2.5% | 2.5% |
| Discount rate for the period (WACC) |
5.6% | 5.2% | 8% | 5.83% | 5.33% | 8.6% |
* The discount rate presented was calculated based on the methodology WACC (Weighted Average Cost of Capital).
The remaining assumptions inherent to impairment tests are specific to each segment and vary according to the Board of Directors' future estimates.
The positive evolution of the economy in the countries of the Iberian Peninsula and the consequent reduction in risk rates in countries and markets, in parallel with a reduction in interest rates, lead to a slightly lower applicable rate in 2019.
In 2019, the tests performed resulted in the need to record an impairment in the amount of 4,000,000 euros in goodwill, as follows:
| Year 2019 | |||||
|---|---|---|---|---|---|
| Unit | Recoverable amount (use value) |
Assets account value |
Impairment losses |
||
| Vidisco (CFU) | 3 116 746 | 7 116 746 | 4 000 000 | ||
| TOTAL | 3 116 746 | 7 116 746 | 4 000 000 |
In 2018 impairment tests were made from which resulted the need to record an impairment loss in the amount of 2,032,182 euros, of intangible assets and goodwill as follows:
| Year 2018 | ||||||
|---|---|---|---|---|---|---|
| Unit | Recoverable amount (use value) |
Assets account value |
Impairment losses |
|||
| Sol (2 units) | - | 15 723 | 15 723 | |||
| Vidisco (CFU) | 7 116 287 | 9 132 746 | 2 016 459 | |||
| TOTAL | 7 116 287 | 9 148 469 | 2 032 182 |
In 2019, the sensitivity analysis of the sales growth rate is presented as follows:
| Discount rate rate | Impairment | Additional impairment/ (Excess) |
Notes |
|---|---|---|---|
| 7.00% | 2 353 842 | -1 646 158 | |
| 7.50% | 3 261 364 | -738 636 | |
| 8.00% | 4 000 000 | impairment accounted value (*) | |
| 8.50% | 4 612 262 | 612 262 | (1) |
| 9.00% | 5 127 624 | 1 127 624 | (1) |
(1) for a perpetuity discount rate of 0.5% and 1% would result in an additional loss of € 612,262 and € 1,127,624, respectively.
In 2019, the sensitivity analysis of the growth rate in perpetuity is presented as follows:
| Growth rate in perpetuity |
Impairment | Additional impairment/ (Excess) |
|---|---|---|
| over 1% of the base | 2 704 161 | -1 295 839 |
| over 0.5% of the base | 3 417 362 | -582 638 |
| base: 2.5% | 4 000 000 | |
| less 0.5% of the base | 4 484 860 | 484 860 |
| less 1% of the base | 4 894 703 | 894 703 |
Goodwill is allocated to each of the groups of homogeneous cash-generating units as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Restaurants | 11 740 829 | 14 618 931 |
| Counters | 37 199 991 | 37 199 991 |
| Concessions and Catering | 38 847 684 | 38 847 684 |
| Other, write off and adjustments | 179 721 | 179 721 |
| 87 968 225 | 90 846 327 |
In relation to the above segments, the following groups of homogeneous cash-generating units were identified:
| CFU | dez/19 | dez/18 | |
|---|---|---|---|
| Restaurants | |||
| Ribs | 5 175 479 | 4 053 581 | |
| Frescco | 1 476 821 | 1 476 821 | |
| Pizza Movil | 3 116 287 | 7 116 287 | |
| Pizza Hut | 1 972 242 | 1 972 242 | |
| Sub-total | 11 740 829 | 14 618 931 | |
| Counters | |||
| Pans & C.º | 11 850 160 | 11 850 160 | |
| Burguer King | 24 641 046 | 24 641 046 | |
| KFC | 708 785 | 708 785 | |
| Sub-total | 37 199 991 | 37 199 991 | |
| Concessions and Catering | |||
| Concessões e travel | 35 823 319 | 35 823 319 | |
| Catering | 3 024 365 | 3 024 365 | |
| Sub-total | 38 847 684 | 38 847 684 | |
| Outros | 179 721 | 179 721 | |
| TOTAL | 87 968 225 | 90 846 327 | |
In the remaining intangible assets, with a defined useful life, the impairment tests carried out revealed that the recoverable value is more than 20% of the recorded value.
Evaluations were made based on the value of use calculated based on the Discounted Cash Flow (DCF) method and that support the recoverability of the goodwill values.
The values reached are sustained by historical performance, expectations of market development and strategic development plans for each business.
Industrial property includes: space exploitation rights (entrance rights or surface rights), trademark exploitation rights and concession rights.
The group's main operating rights relate to the franchise rights paid to international brands at the opening of the restaurants operating under the brand: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable by others 10 years by option of the franchisee.
On 31 December 2019, the group's concessions, territorial rights and related life cycle are shown below:
| Concession Rights | No of years | Termination Date |
|---|---|---|
| Lusoponte Service Areas | 33 | 2032 |
| Marina Expo | 28 | 2026 |
| 2ª Circular (KFC) Service Areas | 10 | 2027 |
| Marina de Portimão | 60 | 2061 |
| A8 Torres Vedras Service Areas | 20 | 2021 |
| Aeroport Service Areas | 20 | 2021 |
| Pizza Hut Foz | 10 | 2020 |
| Pizza Hut e Pasta Caffé Cais Gaia | 20 | 2024 |
| Modivas Service Areas | 28 | 2031 |
| Barcelos Service Areas | 30 | 2036 |
| Alvão Service Areas | 30 | 2036 |
| Lousada (Felgueiras) Service Areas | 24 | 2030 |
| Vagos Service Areas | 24 | 2030 |
| Aveiro Service Areas | 24 | 2030 |
| Ovar Service Areas | 24 | 2030 |
| Gulpilhares (Vilar do Paraíso) Service Areas | 24 | 2030 |
| Talhada (Vouzela) Service Areas | 25 | 2031 |
| Viseu Service Areas | 25 | 2031 |
| Matosinhos Service Areas | 24 | 2030 |
| Maia Service Areas | 26 | 2032 |
With the same assumptions of the discount rate and growth (note 8) it was concluded that there is no additional impairment charges for intangible assets, in addition to the amounts referred in the note of tangible fixed assets.
| Dec/19 | Dec/18 | |
|---|---|---|
| UQ Consult - Serviços de Apoio à Gestão, S.A. | 2 562 599 | 2 459 842 |
| Ziaicos - Serviços e gestão, Lda | 3 737 | - |
| 2 566 336 | 2 459 842 | |
| Accumulated impairment losses | - | - |
| 2 566 336 | 2 459 842 |
Available for sale financial assets concern investments (bellow 20%) in non listed companies.
| Dec/19 | Dec/18 | |
|---|---|---|
| Non-current financial assets | 699 226 | 475 430 |
| 699 226 | 475 430 | |
| Accumulated impairment losses | 264 000 | 264 000 |
| 435 226 | 211 430 |
(1) because it is not possible to reliably determine the fair value of the Change Partners, for prudence, the Company recorded an impairment loss equal to the purchase price.
The amount of financial assets refers to the acquisition of Angola treasury bonds (TB's), resettable in accordance with the variation of the National Bank of Angola (BNA) exchange rate for the purchase of United States dollars, with rates interest coupon of default by maturity, as follows:
| Dec/19 | Dec/18 Non |
|||||
|---|---|---|---|---|---|---|
| Non | ||||||
| Current | current | Total | Current | current | Total | |
| Treasury bonds | 13 501 309 | 2 832 828 | 16 334 138 | 4 040 342 | 16 509 280 | 20 549 622 |
| Sub-total | 13 501 309 | 2 832 828 | 16 334 138 | 4 040 342 | 16 509 280 | 20 549 622 |
| Accumulated impairment losses | 584 688 | 122 678 | 707 366 | 184 967 | 755 795 | 940 762 |
| TOTAL | 12 916 621 | 2 710 150 | 15 626 772 | 3 855 375 | 15 753 485 | 19 608 860 |
The indices used for Probability of Default and Loss Given Default are in accordance with the publication of Moodys and S&P, about 7.34% (7.63% in 2018), considering the rating of the Republic of Angola, and 59% (60% in 2018), respectively.
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Treasury bonds | 2 832 828 | 16 509 280 | |
| 2 832 828 | 16 509 280 | ||
| Accumulated impairment losses | 122 678 2 710 150 |
755 795 15 753 485 |
|
| Issue data | 22/01/2016 | 17/03/2016 | 30/05/2018 |
| Due date | 16/09/2022 | 15/03/2021 | 23/02/2021 |
| BNA exchange rate | 154.84 | 158.155 | 236.359 |
| Amount | 975 | 857 | 749 |
| Value on 31/12/2019 | 1 018 914 | 956 769 | 857 146 |
| Gross annual return | 5% | 7,75% | 7% |
| Dec/19 | Dec/18 | |
|---|---|---|
| Treasury bonds | 13 501 309 | 4 040 342 |
| 13 501 309 | 4 040 342 | |
| Accumulated impairment losses | 584 688 | 184 967 |
| 12 916 621 | 3 855 375 |
| Issue data | 10/08/2017 | 12/09/2017 | 07/11/2017 | 09/02/2018 |
|---|---|---|---|---|
| Due date | 08/08/2020 | 05/09/2020 | 01/07/2020 | 28/07/2020 |
| BNA exchange rate | 165.094 | 165.096 | 165.097 | 208.618 |
| Amount | 830 | 603 | 500 | 761 |
| Value on 31/12/2019 | 926 625 | 673 199 | 558 208 | 866 784 |
| Gross annual return | 7% | 7% | 7,00% | 7% |
| Issue data | 24/10/2017 | 07/11/2017 | 30/11/2017 | 14/12/2017 |
| Due date | 24/10/2020 | 30/10/2020 | 27/11/2020 | 12/12/2020 |
| BNA exchange rate | 165.097 | 165.097 | 165.098 | 165.098 |
| Amount | 821 | 725 | 500 | 2 000 |
| Value on 31/12/2019 | 916 578 | 809 402 | 558208,05 | 2 232 832 |
| Gross annual return | 7% | 7% | 7% | 7% |
| Issue data | 21/11/2017 | 28/11/2017 | 15/12/2017 | 18/12/2017 |
| Due date | 20/11/2020 | 06/10/2020 | 12/12/2020 | 12/12/2020 |
| BNA exchange rate | 165.098 | 165.098 | 165.098 | 165.098 |
| Amount | 830 | 615 | 1500 | 900 |
| Value on 31/12/2019 | 926 625 | 695 230 | 1 674 624 | 1 004 774 |
| Gross annual return | 7% | 7% | 7% | 7% |
| Issue data | 11/04/2016 | 20/07/2018 | 28/12/2017 | |
| Due date | 13/02/2020 | 20/11/2020 | 27/12/2020 | |
| BNA exchange rate | 162.082 | 254.902 | 165.098 | |
| Amount | 812 | 600 | 82 | |
| Value on 31/12/2019 | 881 228 | 685 445 | 91 546 | |
| Gross annual return | 5% | 7% | 7% |
Other non-current assets breakdown is presented as follows:
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Other non-current assets (1) | 8 164 336 | 8 781 933 | |
| Credits granted to third parties | 464 334 | 4 479 410 | |
| Impairment balances | -390 559 | -340 000 | |
| 8 238 111 | 12 921 343 |
(1) balance of other non-current debtors is mainly comprised of deposits and securities in Spain resulting from lease agreements. Trade accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debt, are subsequently measured at amortized cost using the effective interest method, less impairment.
In 2019 and 2018, a discount rate of 2% was applied, recognizing the current deferral in the amount of € 163,257 (note 15) and noncurrent in the amount of € 714,049. This update of Spain securities resulted in a loss in the amount of 51,106 euros in 2018 and a gain in the amount of 246,330 eur in 2019 (Note 27).
In 2018 an impairment loss of € 340,000 (note 26) was recorded on a balance receivable from a Vidisco franchisee, updated in 2019 to 390,559 euros.
On 31 December 2019 and 2018, stocks were broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Raw material and consumables Merchandise |
11 701 304 388 663 |
11 237 246 460 061 |
| 12 089 967 | 11 697 307 | |
| Decreases | -74 981 | -74 981 |
| Net inventories | 12 014 986 | 11 622 326 |
The cost of inventories recognized in 2019 as an expense and included under "cost of sales" amounted to € 117,329,396 (in 2018: € 108,799,400), as shown below:
| Dec/19 | Dec/18 | |
|---|---|---|
| Initial balance | 11 697 307 | 12 164 888 |
| Currency conversion | -546 938 | -1 103 696 |
| Perimeter variation | 40 909 | - |
| Purchases | 122 425 272 | 113 244 710 |
| Inventories changes | -4 197 186 | -3 809 195 |
| Final balance | 12 089 967 | 11 697 307 |
| Cost of sales | 117 329 396 | 108 799 400 |
The value of stocks changes mainly relates to staff meals at the workplace and consumer packagings.
On 31st December 2019 and 2018, cash and cash equivalents are broken as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Cash | 1 065 534 | 1 082 754 |
| Bank deposits | 37 358 723 | 36 847 870 |
| Treasury applications | 500 | 500 |
| Cash and bank deposits in the balance sheet | 38 424 757 | 37 931 124 |
| Bank overdrafts | -3 739 953 | -5 882 564 |
| Cash and cash equivalents in the cash flow statement (1) | 34 684 804 | 32 048 560 |
(1) there are no significant cash and cash equivalents unavailable for use by the Ibersol group. Of this amount 761,361 eur (33,067,700 eur in 2018) are deposited in Angola, existing restrictions on its use outside the country, authorization from BNA (Angola central bank) and access to the purchase of foreign currency is required.
Bank overdrafts include the creditor balances of current accounts with financial institutions, included in the consolidated statement of financial position in the "bank loans" item (Note 17).
The amount of other payments / receipts relating to operating activities in the consolidated cash flow statement include, essentially, payments to Social Security, VAT and related to other debtors and creditors.
Other current assets on 31st December 2019 and 2018 are broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Clients (1) | 9 398 831 | 9 546 044 |
| State and other public entities (2) | 6 264 376 | 4 364 242 |
| Other debtors (3) | 8 659 243 | 6 721 003 |
| Advances to suplliers | 226 991 | 425 158 |
| Advances to fixed suppliers | 539 636 | - |
| Accruals and income (4) | 7 600 004 | 6 929 484 |
| Deferred costs (5) | 1 577 647 | 2 562 368 |
| Other current assets | 34 266 728 | 30 548 299 |
| Accumulated impairment losses | 2 585 661 | 2 931 120 |
| 31 681 067 | 27 617 179 |
(1) Current balance arising essentially by the Catering and Franchising activity developed by Ibersol, respectively, from around 3.3 million eur and 5.1 million eur (2.3 million and 6 million in 2018).
(2) Current balance of recoverable VAT amounts 6,114,088 eur (4,364,024 euros in 2018).
(3) Balance refers mainly to meal vouchers (delivered by customers), advances and balances suppliers, debts to suppliers, recovery of costs and the marketing contributions and rappel debt.
(4) Accruals and income item is broken down into the following items:
7 600 004 6 929 484
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Interest | 245 981 | 333 804 | |
| Suppliers contracts | 5 660 143 | 5 215 082 | |
| Ascendi reimbursement (Note 26) | 486 528 | 572 398 | |
| Program "Cartão Continente" | 505 961 | 499 470 | |
| Other | 701 392 | 308 730 | |
(5) Deferred costs are broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Rents and condominium fees (outside the scope of IFRS16) |
357 156 | 1 400 411 |
| Discount value (Note 12) | 163 257 | 151 372 |
| External supplies and services | 407 358 | 311 919 |
| Expenses with raw material | 66 122 | 14 976 |
| Other | 583 754 | 683 690 |
| 1 577 647 | 2 562 368 |
Financial assets impairment is broken down as follows:
| Dec/19 | Dec/18 | |||
|---|---|---|---|---|
| With Impairment |
Without Impairment |
With Impairment |
Without Impairment |
|
| Clients c/a | 2 161 837 | 7 236 994 | 2 712 748 | 6 833 296 |
| Other debtors | 423 824 | 8 235 419 | 218 372 | 6 502 631 |
| 2 585 661 | 15 472 413 | 2 931 120 | 13 335 927 |
As for clients and other debts without impairment, the amounts are broken down as follows:
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Debt not due | 2 474 797 | 2 912 522 | |
| Debt due: | |||
| For less than 1 month | 3 896 995 | 2 987 010 | |
| From one to three months | 4 883 702 | 1 768 270 | |
| Over three months | 4 216 920 | 5 668 124 | |
| 15 472 413 | 13 335 926 |
The Group's main activity is the operation of stores of several own brands and franchises (note 3.b), and the preferred payment method for its sales is by cash, debit card (or other type of card, for example, card meal). Therefore, the largest volume of credits results from the catering activity, although clients usually pay a part for an advance in the event hiring, as well as the supply of goods and royalties to franchisees.
Throughout 2019, a significant part of the stores operated by Ibersol joined home delivery via aggregators, which resulted in an increase in the balances of Other debtors. Therefore, on December 31, 2019, the balance in Other debtors in addition to the outstanding balances of suppliers, debits to suppliers for the recovery of charges for marketing and rappel contributions and which do not present risk because they are covered by credits on the same suppliers, also includes balances receivable from aggregators
The amount of other customers essentially corresponds to credit sales to airlines at the airports where we operate and to the provision of catering services in a concession space.
December 31, 2019 accounts receivable not due without impairment, is presented as follows:
| amount | ||
|---|---|---|
| Franchise clients | 1 133 475 | |
| Catering clients | 427 966 | |
| Other clients | 128 237 | |
| Other debtors c/c | 785 119 | |
| 2 474 797 | ||
| amount | Default history | |
| Franchise clients | 75 541 | with default history |
| Franchise clients | 1 057 933 | no default history |
| Catering clients | 137 857 | with default history |
| Catering clients | 290 109 | no default history |
| Other clients | 128 237 | no default history |
| Other debtors c/c | 785 119 | no default history |
| 2 474 797 |
Impairment losses in the year 2019 and 2018 regarding other current assets are broken down as follows:
| Dec/19 | ||||||
|---|---|---|---|---|---|---|
| Starting | Perimeter | Losses in the | Impairment | Closing | ||
| balance | variation | Cancellation | Year (note 26) | reversion (note 26) | balance | |
| Clients c/ a | 2 712 748 | - | -931 803 | 1 002 267 | -405 000 | 2 378 212 |
| Other debtors | 218 372 | -10 923 | - | - | - | 207 449 |
| 2 931 120 | -10 923 | -931 803 | 1 002 267 | -405 000 | 2 585 661 | |
| Dec/18 | ||||||
| Starting | Perimeter | Losses in the | Impairment | Closing | ||
| balance | variation | Cancellation | Year (note 26) | reversion (note 26) | balance | |
| Clients c/ a | 1 823 780 | - | 141 347 | 843 800 | -184 787 | 2 624 140 |
| Other debtors | 335 880 | -28 899 | - | - | - | 306 981 |
| 2 159 660 | -28 899 | 141 347 | 843 800 | -184 787 | 2 931 121 | |
On 14th May 2018, the group carried out a capital increase by incorporating free reserves in the amount of 6.000.000 euros, registered in June and admitted to listing on July 20, determining the creation of 6.000.000 new shares, distributed free of charge to shareholders in proportion to a new for each group of 5 shares already held.
On 31st December 2019 and 2018, fully subscribed and paid up share capital was represented by, respectively, 36.000.000 shares to the bearer with a par value of 1 euro each.
With the capital increase, Ibersol increased the number of own shares by 599.987, additionally acquired 56 in 2018. There were no transactions with own shares in 2019.
At the end of the year the company held 3.599.981 own shares acquired for 11.180.516 euros.
The group's non-available reserves reached 11.180.516 euros and refer to own shares held by the group (11.180.516 euros).
The amounts distributed to shareholders are determined based on the parent individual financial statements, which show the available amount of 148.092.559 euros.
There are no limits to Ibersol's ability to assign or use Group assets and settle Group liabilities, other than those which result directly from the law.
In the years ending on 31 December 2019 and 2018, the interests that do not control were as follows:
| % | Dec/19 | |||
|---|---|---|---|---|
| Dec/19 | Dec/18 | Dec/18 | ||
| Restmon | 39% | 39% | -53 342 | -46 619 |
| Cortsfood | 50% | 50% | 364 086 | 393 561 |
| Others | -17 737 | -17 738 | ||
| 293 007 | 329 204 |
In 2018, the group acquired the interests that do not control of the subsidiary Dehesa and, by split, formed the subsidiary Cortsfood to cut off the business between franchises (Dehesa) and its own restaurants (Cortsfood).
Changes in the year in 2019 and 2018 in interests that do not control were as follows:
| 2019 | 2018 | |
|---|---|---|
| 1st January | 329 204 | 723 445 |
| Increases (1) | 90 582 | 108 689 |
| Decreases (2) | -126 779 | -502 930 |
| 31st December | 293 007 | 329 204 |
(1) changes in 2019 and 2018 relate to the year income of the interests that do not control, respectively, 90.582 eur and 108.690 eur.
(2) decrease in 2019 and 2018 result from the distribution of dividends by interests that do not control shareholders (126.779 aur and 444.647 eur, respectively) and in 2018 the purchase of 50% from the subsidiary Dehesa to interests that do not control and respective constitution by split of the subsidiary Cortsfood (58.283 euros).
On 31 December 2019 and 2018, current and non-current loans were broken down as follows:
| Non-current | Dec/19 | Dec/18 |
|---|---|---|
| Bank loans | 16 763 367 | 25 061 268 |
| Commercial paper programmes | 58 000 000 | 53 000 000 |
| Financial leasing | - | 1 121 056 |
| 74 763 367 | 79 182 324 |
| Current | Dec/19 | Dec/18 | ||
|---|---|---|---|---|
| Bank overdrafts Bank loans Commercial paper programmes Financial Leasing |
3 739 953 23 659 362 19 000 000 - 46 399 315 |
5 882 564 16 420 440 29 600 000 1 058 444 52 961 448 |
||
| Total loans | 121 162 682 | 132 143 772 | ||
| Average interest rate | 2,7% | 2,5% |
There are no significant differences between the balance sheet amounts and fair value of current and non-current loans.
The maturities of non-current bank loans are broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| From 1 to 2 years | 28 421 835 | 28 782 805 |
| From 2 to 5 years | 46 241 284 | 48 835 503 |
| > 5 years | 100 248 | 442 960 |
| 74 763 367 | 78 061 268 |
Regardless of its ending stated period, for the subscribed commercial paper programmes the Group considers the full repayment on its maturity date (the renewal date).
Movements in 2019 and 2018 in current and non-current loans, except financial leases and bank overdrafts, are as follows:
| 2019 | 2018 | |
|---|---|---|
| Initial balance | 124 081 708 | 137 226 551 |
| Currency translation and other adjustments | -2 587 167 | -5 456 591 |
| Receipts | 34 186 930 | 11 786 179 |
| Payments | -38 258 742 | -19 474 431 |
| Change in perimeter | - | - |
| Final balance | 117 422 729 | 124 081 708 |
Using the functional currency in which they were subscribed, total loans on 31st December 2019 and 2018 were as follows:
| Dec/19 | Dec/18 | |||
|---|---|---|---|---|
| EUR | 111 554 094 | 117 447 270 | ||
| USD | - | 500 000 | ||
| AOA | 3 146 722 026 | 2 565 000 000 |
At the end of the year the Group had 18,6 million euros of unissued commercial paper programmes and available but not disposable credit lines.
Long-term loans contracted under the acquisition of Eat Out Group include clauses with the following financial covenants:
| Financial Covenants | SPAIN PORTUGAL (EOG Consolidated) (Consolidated) |
||||
|---|---|---|---|---|---|
| Debt/EBITDA | 31.12.2019 | 2,5x to 1,5x from 2017 to 2021 with reductions of 0.25 per year |
3,5x or 4,5x | ||
| EBITDA/Financial Cost | 31.12.2019 | 5x | - | ||
| Equity/Assets | 31.12.2019 | - | 30% |
As of December 31, 2019 and 2018, these Covenants are being complied with and are calculated from a "Frozen GAAP" perspective, not including the impacts, namely, of IFRS16.
The future (contractual) Cash Flows concerning the above stated financial liabilities on 31 December 2019 are broken down as follows:
| CF 2020 | CF 2021 | CF 2022 | CF 2023 | CF 2024 | CF 2025/28 | |
|---|---|---|---|---|---|---|
| Bank loans | 23 659 362 | 8 421 835 | 3 597 486 | 3 886 761 | 391 905 | 465 379 |
| Commercial paper programmes | 19 000 000 20 000 000 24 000 000 | 7 000 000 | 7 000 000 | - | ||
| Interest | 2 319 628 | 1 031 237 | 412 976 | 140 587 | 70 000 | - |
As of December 31, 2019, the company has commitments made to third parties, arising from lease contracts, namely real estate contracts. The breakdown of future payments of lease payments, given their maturity, can be analyzed as follows:
| CF 2020 | CF 2021 | CF 2022 | CF 2023 | CF 2024 | CF 2025/39 | |
|---|---|---|---|---|---|---|
| Leases | 53 777 115 | 53 777 115 48 138 849 45 608 910 45 759 863 40 884 896 | 105 813 569 286 206 086 |
|||
| Interest | 16 176 410 13 775 056 11 420 489 | 9 102 990 | 6 836 319 | 17 980 973 |
18.1.1. Income tax receivable
On 31st December 2019, income tax receivable amounts to 1.502.658 euros (3.574.662 euros in 2018), presented as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Inverpeninsular Group (1) | 58 308 | 777 951 |
| RETGS (2) | 1 340 789 | 2 727 248 |
| Dehesa (1) | 62 437 | 62 437 |
| Cortsfood | 31 870 | - |
| Income tax (Restmon) | 9 254 | 7 026 |
| 1 502 658 | 3 574 662 |
(1) tax amount resulting from the tax group of subsidiaries in Spain. The Dehesa subsidiary, although in 2018 have been acquired their full participation to non-controlling interests, only incorporated the tax group in 2019.
(2) income tax that results from the tax group of subsidiaries in Portugal (RETGS), is presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Special payment on account | - | 24 614 |
| Payments on account | 4 594 197 | 4 245 951 |
| Withholding taxes | 109 770 | 107 137 |
| Income tax - parent | -253 083 | -191 639 |
| Income tax - subsidiaries (RETGS) | -3 469 367 | -2 652 677 |
| Tax saving (RETGS) | 359 272 | 1 193 863 |
| Total | 1 340 789 | 2 727 248 |
Income tax payable in the years ending on 31 December 2019 and 2018 are broken down as follows:
| dez/19 | dez/18 | |
|---|---|---|
| Ibersol Angola | 678 567 | 72 419 |
| Cortsfood (1) | - | 86 016 |
| Other (2) | 11 181 | 4 466 |
| 689 748 | 162 901 |
(1) by exclusion of the Inverpeninsular tax group, subsidiaries in Spain;
(2) excluded from the special taxation of corporate groups (RETGS), income tax to be paid by subsidiary Iberusa ACE.
Changes in deferred taxes in the period are:
| Movement in the | |||
|---|---|---|---|
| Deferred taxes | 31.12.2018 | 31.12.2019 | year (Note 28) |
| Assets | - | 4 010 940 | 4 010 940 |
| Liabilities | -10 556 031 | -8 671 083 | 1 884 947 |
| Total | -10 556 031 | -4 660 143 | 5 895 887 |
Tax rates of the jurisdictions in which the Group is present are:
| Portugal | 21% |
|---|---|
| Spain | 25% |
| Angola | 30% |
Deferred tax assets on 31st December 2019 and 2018, according to jurisdiction and the temporary differences that generate them, are broken down as follows:
| Deferred tax assets | Spain |
|---|---|
| Reportable fiscal losses | 2 674 199 |
| IFRS16 | 2 980 549 |
| Temporary differences in Spain | -1 999 793 |
| Homogenization of tangible fixed assets and intangible assets | -650 959 |
| Other temporary differences (1) | 1 006 944 |
| 4 010 940 |
(1) amount referring essentially to the impairment of accounts receivable, leasing, pension plan and tax benefits.
Fiscal reports and its deferred tax assets by jurisdiction are as follows:
| Limit year of use Start year |
unlimited 2002/04 |
unlimited 2005 |
unlimited 2006 |
unlimited 2007/08 |
unlimited 2016 |
unlimited 2018 |
unlimited 2019 |
Total |
|---|---|---|---|---|---|---|---|---|
| Spain (*) | ||||||||
| with deferred tax (25%) | 11 330 | 479 654 | 523 328 | 46 440 | 3 212 698 | 26 224 | 6 397 116 | 10 696 791 |
| without deferred tax | 30 291 | - | - | - | - | - | 30 291 | |
| 41 621 | 479 654 | 523 328 | 46 440 | 3 212 698 | 26 224 | 6 397 116 | 10 727 082 | |
| Deferred tax assets | ||||||||
| Spain | 2 833 2 833 |
119 914 119 914 |
130 832 130 832 |
11 610 11 610 |
803 174 803 174 |
6 556 6 556 |
1 599 279 1 599 279 |
2 674 199 2 674 199 |
* fiscal reports are prior to the tax group in Spain, except for the year 2018 and 2019.
Deferred tax liabilities on 31st December 2019 and 2018, according to jurisdiction and the temporary differences that generated them, are broken down as follows:
| Dec/19 | Dec/18 | |||
|---|---|---|---|---|
| Deferred tax liabilities | Portugal | Angola | Total | |
| Homogenization of tangible fixed assets and intangible assets (1) | 6 505 407 | -128 393 | 6 377 014 | 5 539 863 |
| Hyperinflationary Economies (IAS 29) | - | 5 159 007 | 5 159 007 | 5 393 463 |
| Temporary differences in Spain | - | - | - | 4 415 324 |
| Reportable fiscal credits | -2 346 447 | - | -2 346 447 | - |
| IFRS16 | -468 045 | -54 113 | -522 158 | - |
| Other temporary differences | 215 878 | -212 210 | 3 668 | 33 859 |
| 3 906 793 | 4 764 291 | 8 671 083 | 15 382 508 |
(1) deferred taxes corresponding to the difference of the net value as in the individual financial statements of the subsidiaries and the net amount that they contribute in the consolidated.
On December 31, 2019 there are 1.622.779 euros of tax credits in the tax code Investment (CFI) for use in subsequent years, until 2029, the deadline for its use.
On 31 December 2019 and 2018, provisions were broken down as follows:
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Legal processes | 5 257 | 5 257 | |
| Income tax (1) | - | 3 211 467 | |
| Other | 28 000 | 28 000 | |
| Provisions | 33 257 | 3 244 724 |
(1) provision for tax credits resulting from the calculation of the income tax of previous years, reversed in 2019, considering the analysis made by the Group at this balance sheet date.
On December 31, 2019 and 2018 the detail of Ibersol derivative financial instruments is presented as follows:
| Dec/19 | Dec/18 | |||
|---|---|---|---|---|
| Swap | 128 699 | 177 570 | ||
| Derivative financial instruments | 128 699 | 177 570 |
The derivatives of the Ibersol group are hedging for an interest rate swap with the purpose of covering the risk of future cash flows and are detailed as follows:
| Ibersol SGPS | Ibersol SGPS | |
|---|---|---|
| Initial date | 19/05/2017 | 08/06/2017 |
| Due date | 20/10/2022 | 14/11/2022 |
| Fixed interest rate | 0,39% | 0,395% |
| Variable interest rate | Euribor 6M * | Euribor 3M * |
| Amount on 31st December 2018 | 14 400 000 | 4 800 000 |
This derivative is classified as a level 2 category and its technical valuation based on a market approach (MTM).
As the derivative financial instrument was not registered under hedge accounting, the change in the fair value of the derivative is reflected in income of the year (Note 27).
On 31st December 2019 and 2018, the item "Other non-current liabilities" may be broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Other creditors (1) | 6 146 | 150 344 |
| Other non-current liabilities | 6 146 | 150 344 |
(1) in 2019 the payment of the amount related to the debt for the purchase of the subsidiary Vidisco, S.L. due in 2023, was settled.
On 31st December 2019 and 2018, accounts payable to suppliers and accrued costs were broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Suppliers c/ a | 32 908 102 | 35 423 289 |
| Suppliers - invoices pending approval | 5 548 999 | 2 075 556 |
| Suppliers of fixed assets c/ a | 19 231 301 | 20 577 254 |
| Total accounts payable to suppliers | 57 688 402 | 58 076 099 |
| Dec/19 | Dec/18 | |
| Accrued costs - Payable insurance | 109 426 | 78 685 |
| Accrued costs - Payable remunerations | 8 201 758 | 8 363 349 |
| Accrued costs - Performance bonus | 1 910 792 | 1 760 149 |
| Accrued costs - Rent and lease (1) | 1 842 319 | 6 382 705 |
| Accrued costs - External services | 6 219 141 | 4 543 492 |
| Accrued costs - Other | 1 844 770 | 2 183 293 |
| Total acrrued costs | 20 128 206 | 23 311 673 |
| Total accounts payable to suppl.and accrued costs | 77 816 608 | 81 387 772 |
(1) With the adoption of IFRS 16, accrued costs- rents and lease include only the amount related to variable rents and additions to contracts that are not relevant for the adoption of this standard.
On 31st December 2019 and 2018, the item "Other current liabilities" may be broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Other creditors (1) | 4 576 409 | 4 696 932 |
| State and other public entities (2) | 9 143 072 | 8 025 248 |
| Deferred income (3) | 846 539 | 534 154 |
| 14 566 020 | 13 256 334 |
(1) This amount relates mainly to services rendered by a third parties ands debt to a grantor and.
(2) balance due mainly to payable VAT amounts (3.517.835 euros) and Social Security (4.330.764 euros).
(3) the Deferred Income item includes the following amounts:
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Compensation | 366 102 | - | |
| Contracts with suppliers (1) | 213 914 | 222 143 | |
| Investment subvention | 259 053 | 304 826 | |
| Other | 7 470 | 7 185 | |
| 846 539 | 534 154 |
(1) the value of contracts with suppliers corresponds to revenue obtained from suppliers up to 31 December and for subsequent periods.
External services and supplies in the years ending on 31 December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Subcontracts | 539 686 | 994 825 |
| Electricity, water, fuel and other fluids | 14 652 171 | 13 170 373 |
| Rents and rentals (1) | 15 391 896 | 68 892 187 |
| Condominium | 4 753 071 | 4 494 053 |
| Communications | 1 514 417 | 1 220 642 |
| Insurance | 937 357 | 922 957 |
| Short-lasting tools and utensils and office materials | 3 087 451 | 2 644 272 |
| Royalties | 14 793 996 | 13 175 576 |
| Travel and accommodations and merchandise transport | 2 094 668 | 2 216 889 |
| Services fees | 2 065 897 | 1 197 265 |
| Conservation and repairs | 8 790 413 | 8 552 024 |
| Advertising and propaganda | 17 056 813 | 15 725 323 |
| Cleaning, hygiene and comfort | 4 799 623 | 4 292 493 |
| Specialised works | 11 237 441 | 8 999 927 |
| Other ESS' | 3 302 444 | 3 439 327 |
| 105 017 345 | 149 938 133 |
(1) with the application of IFRS 16 (note 2.2), in 2019 the amount of rents refers only to contracts with a maturity of less than 1 year and other rents.
Employee expense in the years ending on 31st December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Salaries and wages | 116 488 670 | 104 061 961 | |
| Social security contributions | 29 491 842 | 27 404 248 | |
| Personnel meals | 4 179 464 | 3 636 768 | |
| Work accident insurance | 1 020 423 | 895 310 | |
| Other personnel costs (1) | 786 627 | 1 121 770 | |
| 151 967 026 | 137 120 057 | ||
| Average number of employees | 10 400 | 9 505 |
(1) other personnel costs include compensation, employee recruitment and training and medicine.
Other operating and income costs in the years ending on 31st December 2019 and 2018 are broken down as follows:
| Other operating costs | 2019 | 2018 |
|---|---|---|
| Direct/indirect taxes not assigned to operating activities | 1 364 139 | 1 163 019 |
| Losses in fixed assets | 1 939 492 | 401 575 |
| Membership fees, donations samples and inventory offers | 122 827 | 192 028 |
| Impairment adjustments (debts receivable) (Note 15) | 1 002 267 | 843 800 |
| Impairment adjustments (debts receivable) (Note 12) | 50 559 | 340 000 |
| Other operating costs | 354 774 | 186 390 |
| 4 834 057 | 3 126 812 | |
| Other operating income | 2019 | 2018 |
| Supplementary income (1) | 6 504 893 | 7 443 164 |
| Currency exchange differences (2) | 5 281 276 | 943 593 |
| Compensations | 500 000 | 646 036 |
| Gains in fixed assets | 60 015 | 7 568 |
| Operating grants | 155 596 | 74 462 |
| Impairment adjustments reversion (debts receivable) (Note 15) | 405 000 | 184 787 |
| Reduction of provision (Note 19) | 247 951 | 385 000 |
| Investment grants | 64 639 | 59 600 |
| Other operating gains | 76 725 | 178 614 |
| 13 296 095 | 9 922 824 | |
| Other operating income / (costs) | 8 462 038 | 6 796 012 |
(1) result mainly from revenues from franchise agreements (Eat Out Group) and suppliers.
(2) exchange differences refer to the group's operation in Angola, resulting in exchange differences, in 2019, unfavorable of 3.403.120€ and favorable of € 8.684.396€.
Net financing cost in the years ending on 31st December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Interest on rentals liabilities (IFRS16) | 17 524 539 | - |
| Interest paid | 3 659 132 | 4 054 505 |
| Interest earned (1) | -1 394 624 | -1 772 469 |
| Currency exchange differences | - | -72 399 |
| Other financial costs and income | 915 463 | 779 549 |
| 20 704 510 | 2 989 186 |
(1) essentially interest on treasury bonds and term deposits.
Leases liability interest (IFRS16) by geography, is presented as follows:
| Spain | 13 334 544 |
|---|---|
| Portugal | 3 692 736 |
| Angola | 497 259 |
The detail of other financial costs and income, is presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Financial instruments - cash flow hedge (Note 20) | -48 871 | -57 884 |
| Commercial paper programmes charges | 499 210 | 650 753 |
| Discounted value (Note 12) | -246 330 | 51 106 |
| Impairment reversal TB's (IFRS9) | -233 396 | -111 569 |
| Other commissions | 141 683 | 138 276 |
| Other financial cost and gains | 803 168 | 108 867 |
| 915 463 | 779 549 | |
Income tax recognised in the years 2019 and 2018 are broken down as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Current taxes | 4 490 712 | 2 720 113 |
| Income tax provision (Note 19) | -3 211 467 | - |
| Insufficiency (excess) of income tax | -705 133 | -73 338 |
| Deferred taxes | -5 895 887 | 1 423 534 |
| -5 321 775 | 4 070 309 |
The group's income tax prior to taxes is not the same as the theoretical amount that would result from applying the mean weighted income tax rate to the consolidated profit, as follows:
| 2019 | 2018 | |
|---|---|---|
| Pre-tax profit | 12 318 035 | 29 141 059 |
| Tax calculated at the appliacble tax rate in Portugal (22,5%) | 2 771 558 | 6 556 738 |
| Fiscal effect caused by: | ||
| Income tax provisions | -3 211 467 | - |
| Insufficiency (excess) of income tax | -705 133 | -73 338 |
| Tax credits (CFI) | -3 136 787 | -3 871 869 |
| Deferred tax credits | -1 340 281 | 60 814 |
| Special tax (independent) | 521 954 | 416 550 |
| Tax pours | 212 372 | 192 166 |
| Deferred tax adjustments and other effects | -433 992 | 789 248 |
| Income Tax Expenses | -5 321 775 | 4 070 309 |
The effective rate of taxes on profits in 2018 was 14%, being lower than the nominal rate due, essentially, to the tax credits obtained under the terms of the Investment Tax Code (CFI), attached to Decree-Law No. 162/2014, of 31 October. In 2019 the income tax expense is lower than the tax credits used (CFI).
Income per share in the years ending on 31st December 2019 and 2018 was calculated as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Profit payable to shareholders | 17 549 228 | 24 962 061 |
| Mean weighted number of ordinary shares issued | 36 000 000 | 36 000 000 |
| Mean weighted number of own shares | -3 599 981 | -3 599 926 |
| 32 400 019 | 32 400 074 | |
| Basic earnings per share (€ per share) | 0,54 | 0,77 |
| Earnings diluted per share (€ per share) | 0,54 | 0,77 |
| Number of own shares at the end of the year | 3 599 981 | 3 599 981 |
Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.
At the end of the year 2019 and 2018, financial assets and liabilities were broken down as follows:
| Financial Assets | Category | Accounting Value | Valuation Method | |
|---|---|---|---|---|
| 2019 | 2018 | |||
| Other non-current assets | Loans and accounts receivable | 8 238 111 | 12 921 343 | Amortized cost |
| Other financial assets | Loans and accounts receivable | 15 626 772 | 19 608 860 | Amortized cost |
| Non-current financial assets | Other assets | 435 226 | 211 430 | Amortized cost |
| Cash and cash equivalents | Loans and accounts receivable | 38 424 757 | 37 931 124 | Amortized cost |
| Clients | Loans and accounts receivable | 9 398 831 | 9 546 044 | Amortized cost |
| Other debtors | Loans and accounts receivable | 8 659 243 | 6 721 003 | Amortized cost |
| 80 782 939 | 86 939 804 | |||
| Financial Liabilites | Category | Accounting Value | Valuation Method | |
| 2019 | 2018 | |||
| Loans | Other liabilities | 121 162 682 | 129 964 272 | Amortized cost |
| Financial leasing | Other liabilities | - | 2 179 500 | Amortized cost |
| Suppliers | Other liabilities | 57 688 402 | 58 076 099 | Amortized cost |
| Cost accruals | Other liabilities | 10 015 656 | 13 188 175 | Amortized cost |
| Other creditors | Other liabilities | 4 582 555 | 4 847 276 | Amortized cost |
| Derivative financial instruments | Other liabilities | 128 699 | 177 570 | Fair value |
Financial Assets (such as Clients and Other Debtors) and Other financial assets (TB's) presents impairment losses, as Note 15 and 11, respectively. On 31st December 2019 and 2018, gains or losses related with these financial assets and liabilities were as follows:
193 577 994 208 432 892
| Profit/ (Loss) | ||
|---|---|---|
| Dec/19 | Dec/18 | |
| Accounts receivable | -597 267 | -659 013 |
| Other financial assets | 233 396 | 111 569 |
| Non-current financial assets | - | - |
| Assets at amortised cost | - | - |
| -363 871 | -547 444 |
The interest of financial assets and liabilities were as follows:
| Interest | |
|---|---|
| Dec/19 | Dec/18 |
| - | - - |
| 4 054 505 | |
| 3 659 132 | 4 054 505 |
| - 3 659 132 |
The exchange rate differences of financial assets and liabilities were as follows:
| Exchange rate | ||
|---|---|---|
| Dec/19 | Dec/18 | |
| Accounts receivable | - | - |
| Non-current financial assets | - | - |
| Liabilities at amortised cost | - | -72 399 |
| - | -72 399 |
At the General Meeting of 9th May 2019, the company decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2018), representing a total value of 3.240.002 euro for outstanding shares (2.700.006 euro in 2018), settled on 4th June 2019.
The group has contingent liabilities regarding related to its business (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities
On 31st December 2019, responsibilities not recorded by Ibersol's subsidiaries are mainly made up of bank guarantees provided on their account, as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Bank guarantees | 26 329 519 | 33 568 604 |
On type of coverage, bank guarantees are as follows:
| Leases and rents |
Other supply contracts |
Other | Other legal claims |
|
|---|---|---|---|---|
| 24 998 724 | 23 327 | 1 242 738 | 52 731 | 12 000 |
The relevant amount comes from the guarantees required by the owners of spaces concession (ANA Airports and AENA Airports in Spain) or leased (shopping centers and other places).
Balances and transactions with related parties in the year 2019 and 2018 can be presented as follows:
| Parent entitie | Jointly controlled entitie | Associated entitie | Other entities | |||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |
| Supplies and services |
1.000.000 | 900.000 | 3.767.298 | 3.185.893 | - | - | - - |
|
| Rental lease | - | - | - | - | - | - | 1.520.719 | 1.166.584 |
| Accounts Payable | - | - | 1.069.114 | 755.751 | - | - | - - |
|
| Other current assets |
25.000 | - | - | - | - | - | - - |
|
| Other non-current assets |
- | - | - | - | 300.000 | - | - - |
The parent company of Ibersol SGPS S.A. is ATPS - SGPS, SA, holder of 19.767.058 shares. The shareholder company provides administration and management services for the group, under a service provision agreement with the subsidiary Ibersol, Restauração, SA. company directors, Dr. António Carlos Vaz Pinto de Sousa and Dr. António Alberto Guerra Leal Teixeira, exercise their positions without the same company having to incur any additional charges. The company does not pay any remuneration directly to any of its directors.
Dr. António Carlos Vaz Pinto de Sousa and Dr. António Alberto Guerra Leal Teixeira each hold 2.520 shares of Ibersol SGPS, SA The voting rights attributable to ATPS are also attributable to António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under the terms of paragraph b) of no. 1 of article 20 and no. 1 of article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, the companies CALUM - SERVIÇOS E GESTÃO, SA with NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, SA with NIPC 513799257, which, jointly, hold the majority of the share capital of ATPS.
The other entities refer to entities controlled by other holders of significant influence in the parent company of the Ibersol Group. The amounts presented refer to rents paid in the year, which, as a result of the adoption of IFRS16, do not correspond to the amount of lease expenses reflected in the 2019 financial statements. The estimated payment commitments for rents over the term of the respective contracts amount December 31, 2019, to approximately 16.4 million euros.
Transactions with related parties were carried out under normal market conditions, thus corresponding to the values that would be charged between unrelated companies.
Movements during the years 2019 and 2018, under the heading of asset impairment losses were as follows:
| Dec/19 | |||||||
|---|---|---|---|---|---|---|---|
| Starting balance |
Perimeter variation |
Cancellation and reclassif. |
Impairment assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 11 632 624 | - | - | -206 746 (5) | 492 746 (1) | -937 480 (1) 10 981 144 | |
| Intangible assets | 3 722 929 | - | - | - | - | - | 3 722 929 |
| Stocks | 74 981 | - | - | - | - | - | 74 981 |
| Other current assets Other financial assets |
2 931 120 | -10 923 | -931 803 | - | 1 002 267 (2) | -405 000 (3) | 2 585 661 |
| (current and non-current) | 940 762 | - | - | - | - | -233 396 | 707 366 |
| 19 302 416 | -10 923 | -931 803 | -206 746 | 1 495 013 | -1 575 876 | 18 072 081 |
| Dec/18 | |||||||
|---|---|---|---|---|---|---|---|
| Impairment | |||||||
| Starting balance |
Perimeter variation |
Cancellation | assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 10 909 271 | - | - | -552 138 (5) | 1 385 106 (1) | -109 615 (1) 11 632 624 | |
| Intangible assets | 3 707 206 | - | - | - | 15 723 (1) | - | 3 722 929 |
| Stocks | 74 981 | - | - | - | - | - | 74 981 |
| Other current assets Other financial assets |
2 159 669 | -28 899 | 141 347 | - | 843 800 (2) | -184 787 (3) | 2 931 120 |
| (current and non-current) | - | - | - | - | 940 762 (4) | - | 940 762 |
| 16 851 128 | -28 899 | 141 347 | -552 138 | 3 185 391 | -294 402 | 19 302 416 |
In the year an impairment of 4.000.000 euros (2.016.459 euros in 2018) was recognized in Goodwill.
(1) amortisation, depreciation and impairment losses of TFA and IA, notes 8 and 9;
(2) other operating costs;
(3) other operating income;
(4) recorded in other reserves and retained earnings (as at 01 January 2018) 1.052.331 euros and net financing cost (111.569 euros), note 27;
(5) Instatement of assets associated impairment losses are detailed as follows:
| Year 2018 | Year 2019 | ||
|---|---|---|---|
| Pans & C.ª (1 unit) | 320 745 | Bocatta (1 unit) | 36 983 |
| Pasta Caffe (1 unit) | 1 905 | Pizza Móvil (2 units) | 169 764 |
| Miit (1 unit) | 82 647 | ||
| Pizza Móvil (1 unit) | 146 841 | ||
| 552 138 | 206 746 |
No unusual and non-recurring facts took place during the years 2019 and 2018.
The World Health Organization on 11 March declared a pandemic associated with the spread of Covid-19, having been declared the "Estado Alarma" in Spain and immediately afterwards the State of Emergency in Portugal. Later, at the end of the month, the same happened in Angola. The state of emergency determined measures to contain the population and the closure of most shops and restaurants.
This situation forced the restaurants to close, leaving only those that had the possibility to carry out a minimum volume through take-away and delivery.
Although open, the restaurants have been operating below their normal potential.
It is likely that the conditions will be created for the resumption of activity during May and June. We plan that, in an initial phase, restaurants will work at around 50% of their normal volume, with increasing recoveries until the end of the first half of next year.
To reconcile the abrupt reduction in activity and the protection of jobs, the Group's companies joined ERTE (Expediente de Regulación Temporal de Empleo) in Spain and the simplified and normal Lay-off in Portugal.
At the same time, initiatives were taken to reduce costs, renegotiate contracts, including the financial rebalancing of lease contracts and the negotiation of payment terms.
As of December 31, 2019, the Group had approximately 28 million euros of credit lines available but not used. To cover the cash flow deficits, it contracted additional lines of 30 million euros and refinanced about 15 million euros, during the first quarter of 2020.
Additionally, it is currently in the final process of hiring about 55 million euros, which allows it to reinforce the liquidity shown in the consolidated financial statements of December 31, 2019. Regarding the possible impacts in 2020 on the recoverability of assets, we understand that it is not possible to determine any impacts, if any.
The financial statements were approved by the Board of Directors and authorised for emission on 05th May 2020.
Shareholders are entitled not to approve the accounts authorized for issue by the Board of Directors and propose their amendment.

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In accordance with paragraph c) number 1 of article 245 of the Portuguese Securities Market Code the Fiscal Board informs as far as its members know and regarding the elements we assessed, the information contained in the individual and consolidated financial statements of 2019 was prepared in accordance with applicable accounting standards, giving a true and appropriate view of the assets and liabilities, financial position and the results of IBERSOL-SGPS, SA, and the companies included in the consolidation perimeter, and that the management reports faithfully describes the business evolution, performance and financial position of the company and of the companies included in the consolidation perimeter, and contains a description of the major risks and uncertainties they face.
Porto, 8th May 2020
The Fiscal Board
Dr. Carlos Alberto Alves Lourenço (Chairman)
Doutora Maria José Martins Lourenço da Fonseca (Vice-Chairman)
Dr. Eduardo Moutinho Ferreira Santos (Member)

In compliance with the legal and statutory requirements, the Fiscal Board issues its report on the supervisory action carried out as well as its opinion on the Management Report and remaining consolidated and individual financial statements for the year ended 31 December 2019, and issue its consequent opinion:
The Fiscal Board accompanied, within the scope of its competencies and mandate, during the 2019 financial year, the management of the company and its subsidiaries, having received for that purpose the information of the Company's Board of Directors, the Statutory Auditor and the External Auditor KPMG & Associados, SROC, S.A.
Over the course of the year the Fiscal Council held quarterly meetings with all members present, which examined and considered the matters subject to the powers of this body. In these ordinary meetings the Auditor, KPMG & Associados, SROC, S.A., was represented by the Statutory Auditor Dra. Adelaide Maria Viegas Clare Neves, Statutory Auditor number 862, until 15th July 2019 and from this date by Dr. Pedro Manuel Bouça de Morais Alves, Statutory Auditor number 1466.
The Statutory Auditor / External Auditor KPMG & Associados, SROC, SA presented and proposed to the Audit Committee, at an extraordinary meeting on 29 July 2019, convened for this purpose, the "2019 Year-End Audit Plan and Strategy" with the main points of the plan of its supervisory activity, as well as the performance calendar of the members assigned to the team for the year and first quarter of 2020.
Along the exercise they provided the detailed information about the actions performed and the resulting conclusions.
The Fiscal Board met quarterly with the Board of Directors and this last organ was forthcoming in providing the Fiscal Board information over the society's activity and explanations needed to understand the activity and financial information drawn up by same Board of Directors in previously moment to its disclosure.
The Fiscal Board did not come across any constraint during their supervision action and verified the inexistence of any irregularities or fraud attempts by shareholders, collaborators of the Company, External Auditor or any other regulatory, supervisory or inspection bodies that were communicated to the Fiscal Board.

The Fiscal Board exercised its powers to supervise the activities and independence of the External Auditor and the Auditor, having the perception that the recommended practices were observed; and the Fiscal Board has rendered its approval to additional services to the auditory services that were hired to the External Auditor, having considered that it's independence was safeguarded, its remuneration was contained in market conditions, and, therefore, it was in the society's interest to benefit of the knowledge and punctuality assured in those services. The provision of additional services performed by the external auditor did not overcome the established by European regulations and national legislation in force.
The Fiscal Board observed recommendation I.5 of the Corporate Governance Code of the IPCG to characterize the relevant level of transactions with shareholders holding relevant transactions according to those criteria, nor identified the presence of conflicts of interest.
The Fiscal Board examined the individual and consolidated management report and the individual and consolidated financial statements, their respective attachments, including the 2019 Corporate Governance Report presented by the Board of Directors, having examined, as well, the Legal Certification of Accounts and its Opinion issued by the Chartered Accountant and has also considered the Audit Report submitted by KPMG & Associados, SROC, S.A., attached to the "Additional Report of the External Auditor to the Supervisory Body", that it produced and referring to the 2019 financial year, in accordance with Article 24 of the Portuguese RJSA (Legal Regime of Audit Supervision) , approved by Law 148 / 2015, of 7 September. It covers the scope of the Audit, the partners and employees of the Statutory Auditor who participated in it, the evaluation methods used with reference to impairment tests and corporate concentrations, the consolidation perimeter with mention of entities not audited by KPMG, materiality, Independence and the additional services provided, as well as, among others, the results of the analysis of Internal Control that responds to the questions raised, the answers obtained and the recommendations made.
The Fiscal Board also examined the compliance of the Corporate Governance Report included in the Management Report in compliance to the nº 5 art. 420 of the Commercial Societies Code, focusing its analysis in the inclusion, in that Governance Report, of the required elements of the 245º-A article of the Portuguese Securities Market Code.
Given the relevance, impact and possible consequences on the activity and results on the IBERSOL group companies in Portugal, Spain and Angola, in the year 2020, of the Covid-19 pandemic, that at the beginning of March 2020 led to declarations of states of emergency and calamity with the mandatory confinement and the significant closing activity in those countries, the Fiscal Board monitors the apprehension and considerations made on the matter by the Board of Directors in Note 37 of the Annex to the financial statements, and by the Statutory Auditor/External Auditor in its Legal Certification of Accounts and Audit Report.

Considering the above, the opinion of the Fiscal Board is that are fulfilled the conditions of the approval, by the General Meeting, of:
Porto, 08th May 2020
The Fiscal Board
Dr. Carlos Alberto Alves Lourenço (Chairman)
Doutora Maria José Martins Lourenço da Fonseca (Vice-Chairman)
Dr. Eduardo Moutinho Ferreira Santos (Effective Member)

31st December 2018
Individual Financial Statements
31 December 2019
| Ibersol – SGPS, SA 1 | |||||||
|---|---|---|---|---|---|---|---|
| Statement of financial position 3 | |||||||
| Statement of income and other comprehensive income 4 | |||||||
| Statement of changes in equity 5 | |||||||
| Statement of cash flows 7 | |||||||
| Financial statements report 8 | |||||||
| 1 | INTRODUCTION 8 | ||||||
| 2 | FINANCIAL STATEMENTS ACCOUNTING STANDARDS 8 | ||||||
| 3 | MAIN ACCOUNTING POLICIES 12 | ||||||
| 4 | CASH FLOWS 19 | ||||||
| 5 | TANGIBLE FIXED ASSETS 19 | ||||||
| 6 | FINANCIAL INVESTMENTS IN SUBSIDIARIES 19 | ||||||
| 7 | OTHER FINANCIAL ASSETS 21 | ||||||
| 8 | INCOME TAX RECOVERABLE AND PAYABLE 22 | ||||||
| 9 | OTHER DEBTORS 22 | ||||||
| 10 | DEFERRALS 22 | ||||||
| 11 | CAPITAL 23 | ||||||
| 12 | OWN SHARES 23 | ||||||
| 13 | RESERVES 23 | ||||||
| 14 | SUBSIDIARIES LOANS 24 | ||||||
| 15 | DEFERRED TAXES 25 | ||||||
| 16 | LOANS AND DERIVATIVE FINANCIAL INSTRUMENTS 25 | ||||||
| 17 | OTHER CURRENT LIABILITIES 26 | ||||||
| 18 | PROVISIONS 27 | ||||||
| 19 | SALES AND RENDERED SERVICES 27 | ||||||
| 20 | EXTERNAL SUPPLIES AND SERVICES 27 | ||||||
| 21 | PERSONNEL COSTS 27 | ||||||
| 22 | OTHER OPERATING INCOME 28 | ||||||
| 23 | OTHER OPERATING COSTS 28 | ||||||
| 24 | FINANCIAL COSTS AND INCOME 28 | ||||||
| 25 | INCOME TAX 29 | ||||||
| 26 | OTHER COMMITMENTS ISSUED 30 | ||||||
| 27 28 |
REMUNERATION ASSIGNED TO SOCIAL BOARD 30 RELATED PARTIES 30 |
||||||
| 29 | INCOME PER SHARE 33 | ||||||
| 30 | SUBSEQUENT EVENTS 33 | ||||||
| Notes | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|
| ASSETS | |||
| Non-current Asset | |||
| Tangible fixed assets | 3.2 and 5 | - | - |
| Financial investments in subsidiaries | 3.1 and 6 | 99 426 347 | 102 077 847 |
| Loans granted to subsidiaries | 14 | 159 504 996 | 145 974 996 |
| Deferred tax assets | 15 and 25 | 2 375 404 | 1 043 971 |
| Total non-current assets | 261 306 747 | 249 096 815 | |
| Current Asset | |||
| State and other public entities | 8 | 1 231 213 | 2 620 255 |
| Group subsidiaries | 14 | 7 052 921 | 6 368 026 |
| Other debtors | 9 | 17 595 | 14 652 |
| Deferrals | 10 | 4 198 | 286 549 |
| Cash and bank deposits | 3.5 and 4 | 737 032 | 168 549 |
| Total current assets | 9 042 958 | 9 458 031 | |
| Total Assets | 270 349 706 | 258 554 846 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 3.6 and 11 | 36 000 000 | 36 000 000 |
| Own shares | 12 | -11 180 516 | -11 180 516 |
| Share prize | 469 937 | 469 937 | |
| Legal reserves | 13 | 1 075 511 | 755 581 |
| Other reserves | 13 | 123 979 762 | 121 141 105 |
| Retained earnings | 35 305 425 | 35 305 425 | |
| Net profit in the year | 11 081 721 | 6 398 589 | |
| Total Equity | 196 731 838 | 188 890 119 | |
| LIABILITIES | |||
| Non-current | |||
| Provisions | 3.10 and 18 | 5 257 | 2 677 564 |
| Loans obtained | 3.7 and 16.1 | 58 000 000 | 53 000 000 |
| Derivative financial instruments | 16.2 | 128 699 | 168 023 |
| Total non-current liabilities | 58 133 956 | 55 845 587 | |
| Current | |||
| Suppliers | 7 422 | 7 531 | |
| Group subsidiaries | 14 | 192 704 | 238 763 |
| Loans obtained | 3.7 and 16.1 | 14 793 187 | 13 100 000 |
| Other current liabilities | 17 | 490 598 | 472 845 |
| Total current liabilities | 15 483 911 | 13 819 139 | |
| Total Liabilities | 73 617 867 | 69 664 726 | |
| Total Equity and Liabilities | 270 349 705 | 258 554 846 | |
| Notes | 2019 | 2018 | |
|---|---|---|---|
| Rendered services | 3.12 and 19 | 720 000 | 720 000 |
| External supplies and services | 20 | -75 299 | -129 762 |
| Personnel costs | 21 | -357 376 | -360 745 |
| Other operating income / (costs) | 3.11, 22 and 23 | -67 032 | -78 932 |
| Operating Income | 220 293 | 150 561 | |
| Net financing cost | 24 | -893 497 | -704 212 |
| Dividends | 24 | 5 250 000 | 4 075 000 |
| Pre-tax income | 6 363 789 | 4 929 773 | |
| Income tax | 3.8 and 25 | -4 717 931 | -1 468 815 |
| Net profit in the year | 11 081 721 | 6 398 588 | |
| Other comprehensive income: | - | - | |
| TOTAL COMPREHENSIVE INCOME | 11 081 721 | 6 398 588 | |
| Earnings per share | 29 | 0,34 | 0,20 |
| Income per share | 0,34 | 0,20 |
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al Re Leg se rve s |
Ot he r re se rve s |
d ea Re tai ne rni ng s |
Ne Pro fit t |
To tal Eq uit y |
|
|---|---|---|---|---|---|---|---|---|
| Ba lan 1 Ja 20 19 ce on nu ary |
36 000 00 0 |
-11 18 0 5 16 |
46 9 9 37 |
75 5 5 81 |
121 14 1 1 05 |
35 30 5 4 25 |
6 3 98 58 9 |
188 89 0 1 19 |
| Ch s i eri od an ge n p Ch s in ntin olic ies an ge ac cou g p Ap lica tio f n fit et p n o pro Ac is it ion / ( d isp l ) f o ha q u os a o wn s res Re aliz atio f re val ion lus of t ible d in ible uat tan n o su rp es ang an g fixe d a ts sse of t fix Re lua tio lus ible d in ible ed tan ets va n s urp es ang an g ass and th eir iati var ons Oth cha s in uity er nge eq |
31 9 9 30 |
2 4 78 659 |
3 6 00 00 0 |
-6 39 8 5 89 |
0 0 0 0 0 0 |
|||
| 0 | 0 | 0 | 31 9 9 30 |
2 4 78 659 |
3 6 00 00 0 |
-6 398 58 9 |
0 | |
| Ne rof it i he t p n t yea r To tal in co me |
11 08 1 7 21 11 08 1 7 21 |
08 21 11 1 7 11 08 1 7 21 |
||||||
| Tra act ion ith ita l ow in the rio d ns s w ca p ne rs pe Ca ital inc p res ea ses Sh ize s in are pr cre ase s Div ide nds id pa Los ses co ver age Oth ctio tra er nsa ns |
29 0 |
0 | 0 | 0 | 35 9 9 98 359 99 8 |
-3 60 0 0 00 -3 60 0 0 00 |
0 | 0 0 -3 24 0 0 02 0 0 -3 24 0 0 02 |
| Ba lan 31 De mb 20 19 ce on ce er |
36 000 00 0 |
-11 18 0 5 16 |
46 9 9 37 |
1 0 75 51 1 |
123 97 9 7 62 |
35 30 5 4 25 |
11 08 1 7 21 |
196 73 1 8 38 |
| 31st December | |||
|---|---|---|---|
| Notes | 2019 | 2018 | |
| Cash Flows from Operating Activities | |||
| Receipts from clients | 720 000 | 720 000 | |
| Payments to supliers | 69 940 | 10 515 | |
| Staff payments Operational cash flows |
352 732 297 328 |
351 088 358 397 |
|
| Payments/receipt of income tax | -1 275 757 | -417 644 | |
| Other paym./receipts related with operating activities | 79 158 | 436 061 | |
| Flows from Operating Activities (1) | 1 652 243 | 1 212 102 | |
| Cash Flows from Investment Activities | |||
| Payments for: | |||
| Tangible assets Intangible assests |
|||
| Financial Investments: | |||
| Investments | |||
| Capital contributions to subsidiaries | 6 | 78 500 | |
| Loans granted to subsidiaries | 14 | 16 250 000 | 1 550 000 |
| Other assets | |||
| Receipts from: | |||
| Tangible assets | |||
| Intangible assets Financial investments: |
|||
| Investments | |||
| Capital contributions to subsidiaries | 6 | 2 730 000 | 1 650 000 |
| Loans granted to subsidiaries | 14 | 2 720 000 | 8 552 500 |
| Other assets | |||
| Investment benefits | |||
| Interest received | 24 | 2 290 540 | 2 254 160 |
| Dividends received | 24 | 5 250 000 | 4 075 000 |
| Flows from Investment Activities (2) | -3 337 960 | 14 981 660 | |
| Cash flows from financing activities | |||
| Receipts from: Loans obtained |
16 | 22 000 000 | |
| Capital and other equity instruments increases | |||
| Losses coverage | |||
| Other financing activities | |||
| Payments for: | |||
| Loans obtained | 16 | 15 139 324 | 11 920 722 |
| Interest and similar costs | 24 | 1 366 474 | 1 572 450 |
| Dividends paid | 29 | 3 240 002 | 2 700 000 |
| Capital and other equity instruments reductions Other financing activities |
548 | ||
| Flows from financing activities (3) | 2 254 200 | -16 193 720 | |
| Change in cash & cash equivalents (1)+(2)+(3) | 568 483 | 42 | |
| Cash & cash equivalents at the start of the period | 168 549 | 168 507 | |
| Cash & cash equivalents at end of the period | 3.5 and 4 | 737 032 | 168 549 |
Ibersol – SGPS, SA ("Company" or "Ibersol") has its head Office at Edifício Península – Praça do Bom Sucesso, 105/159 – 9º - 4150-146 Porto, Portugal. Ibersol was set up on 30 December 1985 with management of shareholdings main activity.
Ibersol is owned by 54,91% by ATPS - SGPS, S.A., with its head office at Edifício Península – Praça do Bom Sucesso, 105/159 – 9º - 4150-146 Porto.
These financial statements were approved by the Board of Directors on 05h May 2020. The Board of directors believes that these financial statements reflect the true and proper Ibersol operations, as well as its position and financial performance and cash flows.
These financial statements have been prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2019. They have been prepared in accordance with the historical cost standard.
The preparation of financial statements in accordance with IFRS requires the use of estimates, assumptions and critical judgments in the process of determining the accounting policies to be adopted by Ibersol SGPS, with a significant impact on the value of assets and liabilities, as well as income and expenses in the period
Although these estimates are based on best experience of the Board of Directors and their best expectations in relation to current and future events and actions, present and future profit may differ from these estimates. In Note 3 of these financial statements we have the areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant.
The financial statements are expressed in Euros (rounded to the unit).
In these financial statements, there hasn't been any exception involving directly the derogation of any IFRS standard.
The company first adopted, on January 1, 2019, the new standards IFRS 16 - Leases, IFRIC 23 - Uncertainty about tax treatment of income tax.
On January 13, 2016, the IASB issued IFRS 16 - Leases, mandatory for periods beginning on or after January 1, 2019. The standard was endorsed in the European Union by European Commission Regulation no. 1986/2017, of October 31. Early adoption is permitted as long as IFRS 15 is also adopted. This standard revokes IAS 17 - Leases.
IFRS 16 removes the classification of leases as operating or financial (for the lessor - the leasing customer), treating all leases as financial.
Short-term leases (less than 12 months) and leases of low-value assets (such as personal computers) are exempt from application of the requirements of the standard.
An interpretation was issued on 7 June 2017 on how to deal with accounting uncertainties about the tax treatment of income taxes, especially when tax legislation requires a payment to be made to the Authorities in the context of a tax dispute and the entity intends to appeal the understanding in question that led to making such payment.
The interpretation came to define that the payment can be considered a tax asset, if it relates to income taxes, under the terms of IAS 12 applying the probability criterion defined by the standard as to the favorable outcome in favor of the entity on the matter dispute concerned.
In this context, the entity can use the most probable amount method or, if the resolution can dictate ranges of values in question, use the expected value method.
IFRIC 23 was adopted by Commission Regulation EU 2018/1595, of 23 October and is mandatory for years beginning on or after 1 January 2019 and may be adopted in advance.
The adoption of this standard did not impact the company's financial statements.
The improvements of the 2015-2017 cycle, issued by the IASB on December 12, 2017, introduce changes, with effective date for periods beginning on or after January 1, 2019, to the IFRS 3 standards (remeasurement of the participation previously held as a joint operation) when it obtains control over the business), IFRS 11 (no remeasurement of the previously held interest in the joint operation when it obtains joint control over the business), IAS 12 (accounting for all tax consequences of the payment of dividends consistently), IAS 23 ( treatment as general loans any loan originally made to develop an asset when it becomes fit for use or sale).
Financial assets that contain negative prepayment features can now be measured at amortized cost or at fair value through comprehensive income (OCI) if they meet the relevant criteria of IFRS 9. The IASB also clarified that IFRS 9 requires preparers the recalculation of the amortized cost of modifying financial liabilities by discounting contractual cash flows using the original effective interest rate (EIR), with any adjustment being recognized through profit or loss for the period (aligning the procedure already required for financial assets). This amendment was adopted by Commission Regulation EU 2018/498 and is mandatory for years beginning on or after 1 January 2019, with early adoption permitted.
This change to the standard did not impact the company's financial statements.
In October 2017, the IASB issued changes to IAS 28 regarding long-term interests in associates and joint ventures.
The amendments clarify that IFRS 9 applies to financial instruments in associates or joint ventures to which the equity method is not applied, including long-term interests.
Changes must be applied retrospectively in annual periods beginning on or after 1 January 2019.
This change to the standard did not impact the company's financial statements.
In February 2018, the IASB issued changes to IAS 19. The changes clarify the accounting when there is a change, reduction or settlement in the attributed benefit plan.
The changes now specify that an entity should use the updated assumptions for remeasurement of its net defined benefit liability (asset) to determine the current cost of the service and net interest for the remainder of the reporting period after the change in the plan.
The changes result in a different allocation of total comprehensive income between cost of service, interest and other comprehensive income.
The changes apply prospectively to changes, cuts or settlements of attributed benefit plans that occur on or after the beginning of the first annual reporting period beginning on or after January 1, 2019.
On October 22, 2018, the IASB issued changes to its definition of business.
The changes clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that, together, contribute significantly to the ability to create outputs. The amendments also clarify that a set of activities and assets can qualify as a business without including all the inputs and processes necessary to create outputs, or including the outputs themselves, replacing the term "ability to create outputs" with "ability to contribute to creating outputs ".
It is no longer necessary to assess whether market participants are able to substitute missing inputs or processes (for example, integrating acquired activities and assets) and continue producing outputs. The changes focus on whether the inputs acquired and the substantive processes acquired together contribute significantly to the ability to create outputs.
The changes must be applied to transactions whose acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020, with early application permitted. If entities apply the changes in advance, they must disclose that fact.
On January 23, 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements to clarify how to classify debt and other liabilities as current and non-current.
The amendments aim to promote consistency in the application of the requirements with the objective of helping companies to determine whether, in the statement of financial position, debt or other liabilities with uncertain settlement date should be classified as current (to be settled or potentially to be settled within the term one year) or non-current. The changes include clarification on the debt classification requirements that a company can settle by converting into equity.
This change is effective for periods after January 1, 2022.
On May 18, 2017, the IASB issued a standard that replaced IFRS 4 and completely reformed the treatment of insurance contracts.
The standard introduces significant changes to the way the performance of insurance contracts is measured and presented, with different impacts also in terms of financial position. The standard provides for its application for years beginning on or after 1 January 2021.
This change does not apply to Ibersol.
On October 31, 2018, the IASB issued amendments to its definition of materiality to facilitate companies in making materiality judgments.
The changes consist of:
replace the term "can influence" with "can reasonably be expected to influence";
include the concept of "concealment" together with the concepts of "omission" and "distortion" of information in the definition of materiality;
clarify that the "users" referred to are the main users of the general financial statements referred to in the Conceptual Framework;
align the definition of materiality between IFRS publications.
The amended definition of materiality therefore states that "Information is material if it can be reasonably considered that its omission, distortion or concealment may influence the decisions that the primary users of general financial statements will make based on those same financial statements, that provide financial information for a particular reporting entity. "
The changes are effective from January 1, 2020, but can be applied in advance.
In March 2018, the IASB issued a comprehensive set of concepts for financial reporting, the revised Conceptual Framework for financial reporting (Conceptual Framework), which aims to update, in existing standards, the references and citations of the existing version of the Conceptual Framework or the which was replaced in 2010, replacing them with references to the revised Conceptual Framework.
The revised Conceptual Framework has an effective adoption date of January 1, 2020 - with early adoption permitted - for companies that use the Conceptual Framework to develop accounting policies when no IFRS standard applies to a transaction.
On September 26, 2019, the IASB issued amendments to IFRS 9, IAS 39 and IFRS 7. The amendments modify certain specific hedge accounting requirements to alleviate the potential effects of the uncertainty caused by the IBOR reform. In addition, the changes require companies to provide additional information to investors about their hedging relationships, which are directly affected by these uncertainties.
The amendments provide exceptions for entities to apply hedge accounting requirements, assuming that the interest rate benchmark, on which the hedged risk or the hedged cash flows of the hedged item or the instrument's cash flows are based. coverage, is not changed as a result of the IBOR reform. The proposed exceptions apply only to hedge accounting requirements and the amendments do not provide relief from other consequences arising from the reform of the interest rate benchmark.
The changes are limited in scope. If a hedge relationship fails to meet hedge accounting requirements for reasons other than those specified in the amendments, discontinuation of hedge accounting remains necessary.
In addition, the amendments clarify that if an entity designates cash flows based on an interest rate benchmark as the item covered in a cash flow hedge, the entity will not assume, for the purpose of measuring the ineffectiveness of the hedge, that the expected replacement of the interest rate benchmark with an alternative reference rate will result in zero cash flow after replacement. Coverage gain or loss should be measured using cash flows based on an interest rate benchmark when applying a present value technique, discounted at a market discount rate that reflects the expectations of market participants about the resulting uncertainty reform.
Changes are mandatory for all hedging relationships to which exceptions apply.
The changes have an effective date of adoption for annual periods beginning on or after January 1, 2020. Early adoption is permitted. The changes are applied retrospectively to the hedging relationships existing at the beginning of the reporting period in which the entity first applies the changes and to the gain or loss recognized in comprehensive income at the beginning of the period in which the entity first applies the changes ( that is, even if the reporting period is not an annual period).
The main accounting policies applied in preparing these financial statements are described below. Unless stated these policies have been consistently applied to all years presented.
Subsidiaries are all entities in which Ibersol directly or indirectly has the power to control their financial and operational activities, which is usually associated with holding more than half of the voting rights. The existence and the effect of potential voting rights are considered in the evaluation of the control over a subsidiary.
Associates are entities over which the company has between 20% and 50% of the voting rights or on which the company has significant influence, but which cannot exercise its control.
Investments in subsidiaries and associates are presented at cost. Dividends attributed by subsidiaries and associates are considered in financial results.
Investments in subsidiaries and associates are subject to impairment tests whenever there are indications of impairment. An impairment loss is recognized in the income statement of the amount of the excess of the initial amount of the asset over its recoverable amount. The recoverable amount is the higher of the fair value of an asset less the costs incurred to sell and its value in use. To perform impairment tests, each investment is analyzed separately.
The entities that qualify as subsidiaries and associates are listed in note 28.
Ibersol, SGPS, S.A. prepares consolidated accounts.
The buildings and other constructions comprise their own properties used in the restaurant business, as well as expenses with works on someone else's property, namely resulting from the installation of restaurant stores.
Property, plant and equipment are stated at acquisition cost, net of the respective amortizations and accumulated impairment losses.
The historical cost includes all expenditure directly attributable to the acquisition of the goods.
Borrowing costs incurred and borrowing costs for the construction of tangible assets are recognized as part of the cost of building the asset.
Subsequent costs are added to the amounts for which the asset is carried or recognized as separate assets, as appropriate, only when it is probable that inherent economic benefits will flow to the company and the cost can be measured reliably. Other expenses with repairs and maintenance are recognized as an expense in the period in which they are incurred.
Depreciation of assets is calculated using the straight-line method, in order to allocate their cost to their residual value, according to their estimated useful life, as follows:
The estimated lifetime for the most significant tangible fixed assets are as follows:
| Years | |
|---|---|
| Land and buildings | Between 10 and 35 years |
| Equipment | Between 4 and 20 years |
| Other tangible assets | Between 5 and 10 years |
The depreciable amounts of the assets, the useful lives and the depreciation method are reviewed and adjusted, if necessary, on the date of the consolidated statement of financial position. Changes in useful lives are treated as a change in accounting estimate and are applied prospectively.
If the carrying amount is greater than the asset's recoverable amount, it is readjusted immediately to the estimated recoverable amount.
Gains or losses arising from the write-off or disposal are determined by the difference between the receipts from the disposals and the carrying amount of the asset and are recognized as other operating income or other operating costs in the income statement.
The assets in progress are recorded at acquisition cost less any impairment losses. These assets are amortized from the moment the underlying assets are available for use.
Assets with a specific lifetime are not subject to amortisation and are, instead, subject to annual impairment tests. Ibersol performs impairment test in reference to 31st December of each year and whenever there are events or alterations in the circumstances causing their accounting value not to be recoverable.
Ibersol identifies an impairment loss and determines whether the loss is permanent or not whenever the recoverable amount is less than the carrying value of assets. In cases where the loss is not considered permanent and definitive, Ibersol makes the disclosure of the reasons for this conclusion.
The recoverable amount is the highest amount between an asset's fair value minus the costs necessary for its sale and its utilisation value. Assets are grouped at the lowest level at which it may be able to separately identify cash flows (units generating cash flows), to perform impairment tests.
At each reporting date, non-financial assets with impairment, other than goodwill, are assessed on the possible reversal of impairment losses.
Amortisation and depreciation of assets are recalculated prospectively in accordance with the recoverable value when there is an impairment reversal.
IFRS 9 introduced a financial asset classification model based on the business model used in its management and on the characteristics of the contractual cash flows, replacing the previously existing requirements that determined the classification in the categories of financial assets of IAS 39 After January 1, 2018, Ibersol classifies its other financial assets at the time of initial recognition in accordance with the requirements introduced by IFRS 9 in the following asset categories.
A financial asset is measured at amortized cost if the objective inherent to the business model is achieved by collecting the respective contractual cash flows and if the underlying contractual cash flows represent only the payment of principal and interest. Assets classified in this category are initially recognized at fair value and subsequently measured at amortized cost.
Loans and accounts receivable from customers are generally held for the purpose of collecting contractual cash flows and it is expected that the underlying contractual cash flows represent only the payment of principal and interest and therefore comply with the requirements for measurement at amortized cost provided for in IFRS 9.
A financial asset is measured at fair value through other comprehensive income if the objective inherent to the business model used is achieved either by collecting contractual cash flows or by selling financial assets and (if the underlying contractual cash flows represent The assets classified in this category are initially and subsequently measured at their fair value, and the changes in their accounting value are recorded against other comprehensive income, except for the recognition of impairment losses, interest and when the financial asset is derecognized, the gain or loss accumulated in other comprehensive income is reclassified to the income statement.
Financial assets that do not meet the requirements for classification in the situations referred to above are classified and measured at fair value through profit or loss, residual category under IFRS 9.
Acquisitions and disposals of financial assets are recognized on the date of their negotiation, that is, on the date on which the Ibersol undertakes to acquire or dispose of these financial assets.
Financial assets are derecognised when Ibersol's contractual rights to the receipt of its future cash flows expire when Ibersol has substantially transferred all the risks and rewards associated with its detention or when it retains, but not substantially, part of the risks and benefits associated with their detention, Ibersol has transferred control over the assets.
Until 31 December 2017, Ibersol carried out an assessment of the existence of objective evidence of impairment, as set forth in IAS 39, including any impairment resulting from an adverse impact on the estimated future cash flows of the financial asset or group of financial assets and where it can be measured reliably.
After January 1, 2018, IFRS 9 establishes a new impairment model based on "expected losses", which replaces the previous model based on "losses incurred" in IAS 39. In this sense, Ibersol recognizes impairment losses before there is objective evidence of loss of value arising from a past event. This model is the basis for the recognition of impairment losses on financial instruments whose measurement is measured at amortized cost or at fair value through other comprehensive income.
The impairment model depends on the occurrence or not of a significant increase in credit risk since the initial recognition. If the credit risk of a financial instrument has not increased significantly since its initial recognition, Ibersol recognizes an accumulated impairment equal to the expectation of loss estimated to occur within the next 12 months. If credit risk has increased significantly, Ibersol recognizes an accumulated impairment equal to the expectation of loss that is estimated to occur until the respective maturity of the asset.
Once the event of loss under IFRS 9 ("objective proof of impairment", in accordance with IAS 39 terminology) has been verified, the accumulated impairment is directly attributed to the instrument in question, and its accounting treatment, based on this similar to that provided for in IAS 39, including the treatment of their interest. The book value of the asset is reduced and the amount of losses recognized in the income statement. If, in a subsequent period, the impairment amount decreases, the amount of impairment losses previously recognized is also reversed in the income statement if the impairment loss is objectively related to the event occurring after the initial recognition.
For assets receivable valued at amortized cost and at fair value through other comprehensive income, Ibersol prepares its analyzes based on the general model. In preparing this valuation, Ibersol makes estimates based on the risk of default and loss rates, which require judgment. The inputs used to assess the risk of losses on these financial assets include:
• credit ratings (to the extent available) obtained through information provided by rating agencies such as Standard and Poor's and Moody's;
• significant changes in expected performance and debtor behavior; and
• data extracted from the market, in particular on probabilities of non-compliance.
Cash and cash equivalents include cash amounts, bank deposits, other short term investments with high liquidity and initial maturities of up to 3 months and bank overdrafts. Bank overdrafts are presented in the balance sheet, in current liabilities, in the Obtained Loans item, and are considered in the the cash flow statement as cash and cash equivalents.
When effected ordinary shares are classified in equity. Incremental costs directly attributable to the emission of new shares or options are presented in equity as a deduction, net of taxes, of entries.
Loans obtained are initially recognised at the fair value, including incurred transaction costs. Medium and long term loans are subsequently presented at cost minus any amortisation; any difference between receipts (net of transaction costs) and the amortised value is recognised in the profit and loss account during the loan period, using the effective rate method.
Loans obtained are classified in current liabilities, except when Ibersol is entitled to an unconditional right to defer the liquidation of the liability for at least 12 months after the balance sheet date.
Income tax for the period comprises current and deferred taxes. Income taxes are recorded in the income statement, except when they relate to items recognised directly in equity. The value of current tax payable is determined based on the result before taxes, adjusted in accordance with the tax rules in force.
Deferred taxes are recognised overall, using the liability method and calculated based on the temporary differences arising from the difference between the taxable base of assets and liabilities and their values in the financial statements.
Deferred taxes are determined by the tax (and legal) rates decreed or substantially decreed on the date of the balance sheet and that can be expected to be applicable in the period of the deferred tax asset or in the liquidation of the deferred tax liability.
Deferred tax assets are recognised insofar as it will be probable that future taxable income will be available for using the respective temporary difference. Deferred tax liabilities are recognised for all temporary differences, except those related to: i) the initial recognition of goodwill; or ii) the initial recognition of an asset or liability in a transaction that is not a corporate concentration or that, on the transaction date, does not affect the accounting result or the tax result. However, in respect of taxable temporary differences related to investments in subsidiaries, these are not recognised because: i) the parent company has the ability to control the amount of the reversal of the temporary difference; and ii) it is probable that the temporary difference will not be reverse in the near future.
The estimated income tax (IRC) was calculated under the special taxation regime (RETGS), and the Group decided that the expense / income recognized in the subsidiaries will be reflected in other liabilities / current assets with the parent company (Note 14.2), and the tax savings being reflected in the accounts of the parent company.
The employee performance premiums are recorded in the year to which they relate, regardless of the year in which the payment occurs.
Provisions for costs of restructuring activities, paid contracts and legal claims are recognised when: i) Ibersol has a legal or constructive obligation due to past events; ii) it is probable that a outflow of resources will be necessary to liquidate the obligation; e iii) the obligation amount may be reliably estimated. Whenever one of the criteria is not met or the existence of the obligation is subject to the occurrence (or not) of a certain future event, Ibersol discloses a contingent liability, unless the enforceability for payment is considered remote.
Provisions are measured at the present value of estimated expenditures to settle the obligation using a pre-tax rate that reflects market assessment for the period of discount and to the risk of that provision.
In accordance with the principle of accrual accounting expenses and income are recorded in the period to which they relate, regardless of their payment or receipt. The differences between the amounts received and paid and the corresponding revenues and expenses are recognised as assets or liabilities
Revenue comprises the fair value of the sale of rendering of services from Ibersol's activities, net of taxes and discounts and after eliminating internal sales.
Rendering of services is recognised in the accounting period in which the services are rendered, in accordance with the percentage of completion or based on the period of the contract when the service is not associated with the implementation of specific activities, but to provide continuous service.
Ibersol uses derivatives financial instruments, such as exchange forwards and interest rate swaps, only to cover the financial risk witch the Group is exposed to. Ibersol doesn't use derivatives financial instruments for speculation. For the carrying amount of derivatives financial instruments, Ibersol uses hedge accounting policies under the terms of the legislation in force. Derivatives financial instruments negotiation is carried out by Ibersol's financial department under the policies approved by the Board of directors. Derivative financial instruments are initially measured at the transaction date fair value, being subsequently measured at each reporting date fair value. Gains or losses of fair value changes are recognised as follows.
In an operation to hedge the exposure to fair value of an asset or liability ("fair value hedge") determined as effective hedges, the fair value changes are recognised in the income statement jointly with the fair value changes of the risk component of the hedged item.
In an operation to hedge the exposure to future cash-flows of an asset or liability ("cash-flow hedge"), the effective part of the fair value changes in the hedging derivative are recognizes in equity; the ineffective part of the hedging is recognized in the income statement when it occurs.
Currently there are no foreign operational units (subsidiaries) in currencies other than the euro, therefore Ibersol is not exposed to foreign currency exchange-rate risks.
Ibersol has well identified the nature of the involved risks, guarantees through its software that each hedge instrument is followed under Ibersol's risk policy, recording thorough and formally the hedges relationships; the hedges goal and strategy; classification of the hedges relationship; description of the nature of the risk that's being cover; identification of the hedge instrument and covered item; description of initial measure and future effectiveness of the hedge; identification of the excluded, if any, part of the hedge instrument.
Ibersol will consider discontinued an hedge instrument when it is sold, expires or is realised; the hedge ceases to fulfil the hedge accounting criteria; for the cash flow hedge the expected transaction in unlikely or unexpected; the Group cancels the hedge instruments for managing reasons.
Estimates and judgements are continuously evaluated and are based on past experience and on other factors, including expectations regarding future events that are believed to be reasonably probable within the respective circumstances.
Due to its nature accounting based on estimates rarely corresponds to the real reported results. Estimates and premises that present a significant risk of leading to a material adjustment in the accounting value of the assets and liabilities in the following year are described below:
The company determines periodically if any obligations arising from past events should be merit recognition or disclosure.
The determination if an amount of internal resources is required for the payment of obligations is very subjective and could lead to significant adjustments, either by variation of the assumptions used, either by the future recognition of provisions previously disclosed as contingent liabilities.
The determination of a potential impairment loss can be triggered by the occurrence of various events, which are outside the sphere of Ibersol influence, such as: the future availability of funding, the cost of capital, as well as for any other changes, either internal or external.
It is expected from the Board of Directors a high degree of judgement as regards the identification of indicators of impairment, the estimate of future cash flows and the determination of fair value of assets entail and evaluation of different indicators of impairment, expected cash flows, discount rates applicable, useful lives and residual values.
The company recognizes liabilities for additional settlements of taxes which may result from inspections made by the tax authorities. When the final result of tax inspections is different from the values initially recorded, differences will impact the income tax and deferred taxes, in the period in which such differences are identified.
The group's activities are exposed to a number of financial risk factors: market risk (including interest rate risk), credit risk, liquidity risk and capital risk.
Ibersol maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the Ibersol's financial performance.
Risk management is headed by the Financial Department based on policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
Ibersol main interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of totally or partially fixing the interest rates.
Ibersol's credit risk stems from its liabilities, in particular from loans to subsidiaries. The credit risk is assured by the company's financial Direction, taking into account the historic trading relationship, its financial situation, as well as other information that may be obtained through the network business of Ibersol. If necessary, the credit limits established are regularly reviewed and revised. Credit risk is reduced.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
At 31 December 2019, current liabilities amounted to Euro 15,5 million, compared to Euro 9 million in current assets. The non-current assets include 145 million of loans to subsidiaries. If necessary, repayment could be required in the short term, thus supplying the imbalance.
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio above 35%.
On 31st December 2019 and 2018 the gearing ratio was as follows:
| Dec/19 | Dec/18 | ||
|---|---|---|---|
| Loans granted Loans obtained |
-159 504 996 73 000 000 |
-145 974 996 66 100 000 |
|
| Cash and bank deposits | -737 032 | -168 549 | |
| Net indebtedness | -87 242 028 | -80 043 545 | |
| Equity | 196 731 838 | 188 890 119 | |
| Total capital | 109 489 811 | 108 846 574 | |
The events that occurred between the date of the statement of consolidated financial position and the date of issue of the consolidated financial statements that of the consolidated financial position ("adjusting events") are reflected in the consolidated financial statements. Events occurring between the date of the consolidated statement of financial position and the date of issue of the consolidated financial statements that provide information on conditions that occur after the date of the consolidated statement of financial position ("non adjusting events"), if material, are disclosed in note 30.
On 31 December 2019 and 2018, cash and bank deposits are broken as follows:
| 2019 | 2018 | |
|---|---|---|
| Bank deposits | 737 032 | 168 549 |
| Cash and bank deposits | 737 032 | 168 549 |
"Cash and cash equivalents" for the preparation of the statement of cash flows for the years ended December 31, 2019 and 2018 is as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Bank deposits Term deposits |
737 032 - |
168 549 - |
|
| Other deposits | - | - | |
| 737 032 | 168 549 | ||
| Cash and cash equivalents (asset) | 737 032 | 168 549 | |
| Cash equivalents (liabilities) Cash and cash equivalents |
- | - | |
| on the cash flows statement | 737 032 | 168 549 |
As the assets are fully reinstated, in the years ending on 31 December 2019 and 2018, there has been no movement in tangible fixed assets and no depreciations.
| Land and buildings |
Basic equipment |
Transport equipment |
Office equipment |
Other tang. Assets |
Total | |
|---|---|---|---|---|---|---|
| 31 December 2019 | ||||||
| Cost | 29 828 | 3 736 | - | 215 338 | 18 289 | 267 191 |
| Accumulated depreciation | 29 828 | 3 736 | - | 215 338 | 18 289 | 267 191 |
| Accumulated impairment | - | - | - | - | - | - |
| Net amount | - | - | - | - | - | - |
Financial investments in subsidiaries are as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Financial investments (6.1) | 22 133 064 | 22 133 064 | |
| Supplementary capital contributions (6.2) | 77 293 283 | 79 944 783 | |
| 99 426 347 | 102 077 847 |
| 2019 | 2018 | ||
|---|---|---|---|
| % | Acquisition value |
Acquisition value |
|
| Subsidiaries | |||
| Asurebi SGPS, S.A. | 10% | 20 181 420 | 20 181 420 |
| Ibersol Restauração, S.A. | 100% | 847 986 | 847 986 |
| Iberusa-Hotelaria e Restauração, S.A. | 5% | 158 119 | 158 119 |
| Ibersol Madeira Restauração, S.A. | 100% | 242 800 | 242 800 |
| Restmon Portugal, Lda | 61% | 499 448 | 499 448 |
| Eggon - SGPS, S.A. | 2% | 645 000 | 645 000 |
| Ibergourmet-Prod.Alimentares, S.A. | 100% | 57 020 | 57 020 |
| Ibersol Angola, S.A. | 0% | 720 | 720 |
| 22 632 512 | 22 632 512 | ||
| Accumulated impairment losses | -499 448 | -499 448 | |
| 22 133 064 | 22 133 064 |
Ibersol's financial investments are stated in the balance sheet by the cost method, as follows:
In the year ending on 31 December 2019 and 2018, changes under investments in subsidiaries are presented as follows:
| Ibersol Rest., S.A. |
Ibersol Madeira Rest., S.A. |
Iberusa Hotelaria e Rest., S.A. |
Asurebi SGPS, S.A. |
Eggon - SGPS, S.A. |
Restmon Portugal, Lda |
Ibergourmet Prod.Alimen., S.A. |
Ibersol Angola, S.A |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| 1st January 2018 | 847 986 | 242 800 | 158 119 | 20 181 420 | 645 000 | 499 448 | 57 020 | 720 | 22 632 512 |
| Acquisition | - | - | - | - | - | - | - | - | - |
| Gains/losses | - | - | - | - | - | - | - | - | - |
| Fair value adjustments | - | - | - | - | - | - | - | - | - |
| Other movement in Equity | - | - | - | - | - | - | - | - | - |
| Dividends received | - | - | - | - | - | - | - | - | - |
| 31st December 2018 | 847 986 | 242 800 | 158 119 | 20 181 420 | 645 000 | 499 448 | 57 020 | 720 | 22 632 512 |
| Ibersol Rest., S.A. |
Ibersol Madeira Rest., S.A. |
Iberusa Hotelaria e Rest., S.A. |
Asurebi SGPS, S.A. |
Eggon - SGPS, S.A. |
Restmon Portugal, Lda |
Ibergourmet Prod.Alimen., S.A. |
Ibersol Angola, S.A |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| 1st January 2019 | 847 986 | 242 800 | 158 119 | 20 181 420 | 645 000 | 499 448 | 57 020 | 720 | 22 632 512 |
| Acquisition/sale | - | - | - | - | - | - | - | - | - |
| Gains/losses | - | - | - | - | - | - | - | - | - |
| Fair value adjustments | - | - | - | - | - | - | - | - | - |
| Other movement in Equity | - | - | - | - | - | - | - | - | - |
| Dividends received | - | - | - | - | - | - | - | - | - |
| 31st December 2019 | 847 986 | 242 800 | 158 119 | 20 181 420 | 645 000 | 499 448 | 57 020 | 720 | 22 632 512 |
Assets and liabilities on 31 December 2019 and 2018, and gain and losses earned in 2019 and 2018, as recognised in the separate financial statements of subsidiaries are as follows:
| 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Asurebi SGPS, S.A. |
Ibersol Rest., S.A. |
Ibersol Madeira Rest., S.A. |
Iberusa Hotelaria e Rest., S.A. |
Eggon SGPS, S.A. |
Restmon Portugal, Lda |
Ibergourmet Prod.Alimen., S.A. |
Ibersol Angola, S.A. |
||
| Equity | 154 632 946 | 124 742 953 | 3 949 320 | 97 005 305 | 35 271 884 | -2 271 974 | 4 343 660 | 6 950 257 | |
| Equity without supplementary capital contributions |
154 632 946 | 54 742 953 | 3 870 820 | 1 535 305 | 31 541 884 | -2 271 974 | 2 443 660 | 6 111 490 | |
| Total income | 12 728 777 | 4 351 027 | 1 386 007 | 10 507 327 | 85 514 | -17 317 | 229 963 | 2 780 450 |
| 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Asurebi SGPS, S.A. |
Ibersol Rest., S.A. |
Ibersol Madeira Rest., S.A. |
Iberusa Hotelaria e Rest., S.A. |
Eggon SGPS, S.A. |
Restmon Portugal, Lda |
Ibergourmet Prod.Alimen., S.A. |
Ibersol Angola, S.A. |
||
| Equity | 141 904 169 | 124 391 926 | 3 489 814 | 90 427 978 | 35 383 370 | -2 255 629 | 4 113 697 | 6 334 078 | |
| Equity without supplementary capital contributions |
141 904 169 | 54 391 926 | 3 489 814 | -8 972 022 | 31 453 370 | -2 255 629 | 2 213 697 | 5 059 962 | |
| Total income | 773 743 | 4 966 585 | 1 404 211 | 9 384 673 | 7 889 | -16 595 | -100 496 | 1 759 802 |
The impairment tests carried out on the investments of the subsidiaries Asurebi and Iberusa did not result in impairment adjustments. The assumptions used were as follows:
| 2,50% (1% real + 1,5% inflation) |
|---|
| 5,60% |
| 5,20% |
On 31 December 2019 and 2018, balances recognised under this heading relate to subsidiaries supplementary capital contributions. Subsidiaries supplementary capital contributions are not remunerated, or have no fixed maturity.
| 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Iberusa | Ibersol Restauração |
Eggon | Ibergourmet | Ibersol Angola |
Ibersol Madeira |
TOTAL | ||
| Subsidiaries Supplementary capital contributions |
5 870 000 | 70 000 000 240 000 |
1 100 000 | 4 783 | 78 500 | 77 293 283 | ||
| Accumulated impairment losses Total |
- 5 870 000 |
- 70 000 000 |
- 240 000 |
- 1 100 000 |
- 4 783 |
- 77 214 783 |
- 77 293 283 |
|
| 2018 | ||||||||
| Iberusa | Ibersol Eggon Restauração |
Ibergourmet | Ibersol Angola |
TOTAL | ||||
| Subsidiaries Supplementary capital contributions |
8 400 000 70 000 000 |
440 000 | 1 100 000 | 4 783 | 79 944 783 | |||
| Accumulated impairment losses | - | - | - | - | - | - | ||
| Total | 8 400 000 | 70 000 000 | 440 000 | 1 100 000 | 4 783 | 79 944 783 |
Changes in this heading, are presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Initial amount | 79 944 783 | 81 594 783 |
| Additions | 78 500 | - |
| Decreases | 2 730 000 | 1 650 000 |
| Final amount | 77 293 283 | 79 944 783 |
On 31 December 2019 and 2018, the assets recognized under this heading relate to capital shares, as follows:
| % own | 2019 | 2018 | |
|---|---|---|---|
| Change Partners I, SGPS, S.A. | 3,08% | 264 000 | 264 000 |
| Sub-total | 264 000 | 264 000 | |
| Accumulated impairment losses | -264 000 | -264 000 | |
| Total | - | - |
The primary business of Change Partners I, SGPS, S.A., is management of shareholdings. With prudence, Ibersol recorded an impairment loss equal to the acquisition value, because it is not possible to reliably determine their fair value.
On 31 December 2019 and 2018, Income tax is presented as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Debit balance | Credit balance | Debit balance | Credit balance | ||
| Income tax - IRC (1) | 1 231 213 | - | 2 620 255 | - | |
| 1 231 213 | - | 2 620 255 | - |
(1) by applying the special taxation for corporate groups (RETGS), the shareholder Ibersol - SGPS, SA will carry out payments of its subsidiaries income tax (Note 14.2).
For the periods presented the debit balance of income tax has the following breakdown:
| 2019 | 2018 | |
|---|---|---|
| Special payment on account | - | 24 614 |
| Payments on account | 4 594 197 | 4 245 951 |
| Withholding taxes | 194 | 144 |
| Income tax - company (Note 24) | -253 083 | -191 639 |
| Income tax - subsidiaries (RETGS) | -3 469 367 | -2 652 677 |
| Tax saving (RETGS) | 359 272 | 1 193 863 |
| Total | 1 231 213 | 2 620 255 |
On 31 December 2019 and 2018, the detail of other current debtors is as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Current | Total | Current | Total | |
| 14 890 | 14 890 | 11 947 | 11 947 | |
| Sub-total | 14 890 | 14 890 | 11 947 | 11 947 |
| 2 705 | 2 705 | 2 705 | 2 705 | |
| Sub-total | 2 705 | 2 705 | 2 705 | 2 705 |
| - | - | - | - | |
| 17 595 | 17 595 | 14 652 | 14 652 | |
On 31 December 2019 and 2018 the Ibersol has recorded under the heading of deferrals, the following balances:
| 2019 | 2018 | |
|---|---|---|
| Insurance | 845 | 793 |
| Rents | 3 353 | 3 353 |
| Financial fees | - | 282 403 |
| Deferred costs | 4 198 | 286 549 |
On May 14, 2018, share capital increased with free reserve incorporation in the amount of 6.000.000 euros, with the creation of 6.000.000 new shares, distributed free of charge to shareholders in proportion to a new share for each group of 5 shares already held.
On 31 December 2019 and 2018, fully subscribed and paid up share capital was represented by 36.000.000 shares to the bearer with a par value of 1 euro each.
With the share capital increase, Ibersol increased its own shares by 599.988. In addition it acquired 56 in 2018. There were no transactions with own shares in 2019.
Shares are subject to the regime established for own shares which determines that their voting rights and assets are suspended for as long as they remain in the ownership of the group, without prejudice of being sold.
At the end of the year the company held 3.599.981 own shares acquired for 11.180.516 euros. According to the legislation in force, Ibersol shall maintain a non-available reserve by the same amount of the purchase of own shares. This reserve is included in Other reserves.
On December 2019 and 2018, reserves were broken down as follows:
| Legal reserves | |||
|---|---|---|---|
| 2019 | 2018 | ||
| 1st January | 755 581 | 263 001 | |
| Increase | 319 930 | 492 580 | |
| Use | - | - | |
| 31st December | 1 075 511 | 755 581 |
| Own shares reserves | Other reserves | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| 1st January | 11 179 895 | 11 179 347 | 109 948 477 | 109 290 081 |
| Increase (1) | - | - | 2 838 657 | 9 358 950 |
| Use (2) | - | - | - | 8 700 006 |
| Transfer | - | 548 | - | -548 |
| 31st December | 11 179 895 | 11 179 895 | 112 787 134 | 109 948 477 |
Ibersol available reserves and retained earnings amounts to 148.092.559 euros. Own shares reserves held by Ibersol (11.180.516 euros) are unavailable for distribution.
On 31 December 2019 and 2018, balances recognised under this heading relate to loans granted to subsidiaries of Ibersol. These loans with repayment periods exceeding 1 year accrues interest at a fixed rate based on Euribor 12 m + 1,25% and changed as variation of ECB reference rate.
| 2019 | ||||
|---|---|---|---|---|
| Ibersol Restauração |
Asurebi SGPS |
Restmon | TOTAL | |
| Non-current | ||||
| Loans granted | ||||
| Subsidiaries | 96 458 996 | 61 770 000 | 1 276 000 | 159 504 996 |
| Accumulated impairment losses | - | - | - | - |
| Non-current total | 96 458 996 | 61 770 000 | 1 276 000 | 159 504 996 |
| 2018 | ||||
| Ibersol Restauração |
Asurebi SGPS |
Restmon | TOTAL | |
| Non-current | ||||
| Loans granted | ||||
| Subsidiaries | 92 158 996 | 52 540 000 | 1 276 000 | 145 974 996 |
| Accumulated impairment losses | - | - | - | - |
Changes in this heading, are presented as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Initial amount | 145 974 996 | 152 977 496 | |
| Additions | 16 250 000 | 1 550 000 | |
| Decreases | 2 720 000 | 8 552 500 | |
| Final amount | 159 504 996 | 145 974 996 |
On 31 December 2019 and 2018, balances recognised under this heading relate to interest concerning loans granted to subsidiaries of Ibersol and subsidiaries current year income tax, as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Current asset | Current liabilities | Current asset | Current liabilities | ||
| Income tax - RETGS | 3 662 071 | 192 704 | 2 891 441 | 238 763 | |
| Interest loans | 3 390 850 | - | 3 476 585 | - | |
| 7 052 921 | 192 704 | 6 368 026 | 238 763 |
By applying the special taxation for corporate groups (RETGS), the shareholder Ibersol - SGPS, SA will carry out income tax payments of its subsidiaries.
These balances are presented as follows (Note 28):
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Debit | Credit | Debit | Credit | ||
| Ibersol Restauração | - | 59 462 | - | 86 892 | |
| Iberusa | 1 761 879 | - | 1 305 629 | - | |
| Asurebi | - | 127 615 | - | 127 035 | |
| IBR Imobiliária | 150 819 | - | 153 480 | - | |
| Ibersol Hotelaria e Turismo | 181 563 | - | 156 166 | - | |
| Eggon | - | 3 053 | - | 2 097 | |
| Iber King | 138 862 | - | 118 263 | - | |
| Ibersol Madeira & Açores | 180 268 | - | 205 376 | - | |
| Sugestões & Opções | 256 452 | - | 230 100 | - | |
| Anatir | 150 | - | 267 | - | |
| Iberaki | 180 094 | - | 162 691 | - | |
| Firmoven | - | 2 573 | - | 1 690 | |
| JSCC | 583 162 | - | 413 773 | - | |
| SEC | 72 456 | - | 44 017 | - | |
| Ibersande | 55 005 | - | 78 988 | - | |
| Ibergourmet | 69 629 | - | - | 21 049 | |
| Maestro | 31 731 | - | 22 690 | - | |
| 3 662 071 | 192 704 | 2 891 441 | 238 763 |
Concerning interest loans, short term balances of the subsidiaries are presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Ibersol Restauração | 2 018 217 | 2 119 024 |
| Iberusa | - | 9 487 |
| Restmon | 320 479 | 304 529 |
| Asurebi | 1 052 154 | 1 043 545 |
| 3 390 850 | 3 476 585 |
The detail of deferred tax assets is presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Hedge instrument - SWAP Tax credits |
28 957 2 346 447 |
37 805 1 006 166 |
| Deferred tax assets | 2 375 404 | 1 043 971 |
On 31 December 2019 and 2018, the detail of loans for the period (current and non-current) and by type of loan, is as follows:
| 2019 | 2018 Non |
||||||
|---|---|---|---|---|---|---|---|
| Non | |||||||
| Current | Current | Total | Current | Current | Total | ||
| Commercial paper | 15 000 000 | 58 000 000 | 73 000 000 | 13 100 000 | 53 000 000 | 66 100 000 | |
| 15 000 000 | 58 000 000 | 73 000 000 | 13 100 000 | 53 000 000 | 66 100 000 | ||
| Financial fees | -206 813 | - | -206 813 | - | - | - | |
| Total | 14 793 187 | 58 000 000 | 72 793 187 | 13 100 000 | 53 000 000 | 66 100 000 |
For Commercial Paper Programs we consider reimbursement on the date of filing regardless of the terms for which they are contracted. Ibersol is a subscriber of two commercial paper programs with possibility of denunciation in the amount of 10.000.000 €, with 6.000.000 € issued on 31 December 2019 and of which 5.000.000 €, at that date was guaranteed that it would not be exercised. The rest have long maturities, from 3 to 5 years.
During 2018 there were no increases or amortization of loans.
The (undiscounted) future cash flows associated with the loans (commercial paper) at 31 December 2019 are detailed as follows:
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Commercial paper | 15 000 000 | 20 000 000 | 24 000 000 | 7 000 000 | 7 000 000 |
| Interest | 1 048 000 | 672 000 | 260 000 | 105 000 | 70 000 |
In 2019, the average cost of the loans 1.9%.
16.2. Derivative financial instruments
The financial instruments relate to interest rate SWAP, as follows:
| 2019 | 218 | |||||||
|---|---|---|---|---|---|---|---|---|
| Non | Non | |||||||
| Current | Current | Total | Current | Current | Total | |||
| Swap | - | 128 699 | 128 699 | - | 168 023 | 168 023 | ||
| Total | - | 128 699 | 128 699 | - | 168 023 | 168 023 |
The swap contracts for interest rate risk coverage are associated with two commercial paper programs amounting to 14,4 million euros and 4,8 million euros and have underlying the interest maturities and reduction plans of these maximum amounts of issue. The last emission period will occurs in 2022, and detailed as follows:
| Ibersol SGPS | Ibersol SGPS | |
|---|---|---|
| Initial date | 19/05/2017 | 08/06/2017 |
| Due date | 20/10/2022 | 14/11/2022 |
| Fixed interest rate | 0,39% | 0,395% |
| Variable interest rate | Euribor 6M * | Euribor 3M * |
| Amount on 31st December 2019 | 14 400 000 | 4 800 000 |
(*) with floor zero
On 31 December 2019 and 2018, the detail of other current liabilities is as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Current | Total | Current | Total | |
| Other creditors | ||||
| Creditors | - | - | 2 857 | 2 857 |
| State and other public entities | ||||
| Income tax withholding | 9 752 | 9 752 | 8 966 | 8 966 |
| VAT payable | 162 924 | 162 924 | 165 541 | 165 541 |
| Social Security | 10 273 | 10 273 | 9 588 | 9 588 |
| Accrued costs | ||||
| Payable remunerations | 37 378 | 37 378 | 40 657 | 40 657 |
| Premiums | 83 083 | 83 083 | 82 183 | 82 183 |
| Payable interest | 173 972 | 173 972 | 149 851 | 149 851 |
| Fee | 713 | 713 | 342 | 342 |
| Other | 12 503 | 12 503 | 12 860 | 12 860 |
| Total accounts payable to | ||||
| creditors and accrued costs | 490 598 | 490 598 | 472 845 | 472 845 |
Changes in provisions for the year 2019 and 2018 are as follows:
| Legal proceedings | Income tax | |||
|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |
| Initial amount | 5 257 | 5 257 | 2 672 307 | 2 672 307 |
| Additions | - | - | - | - |
| Decreases (1) | - | - | -2 672 307 | - |
| Final amount | 5 257 | 5 257 | - | 2 672 307 |
(1) provision for tax credits resulting from the calculation of the income tax of previous years, reversed in 2019, considering the analysis made by the Group at this balance sheet date.
The amount of sales and services recognized in the income statement, is detailed as follows:
| 2019 | 2018 | |
|---|---|---|
| Rendered services - internal market | 720 000 | 720 000 |
| Rendered services - external market | - | - |
| Sub-total | 720 000 | 720 000 |
| Sales and rendered services | 720 000 | 720 000 |
External services and supplies in the years ending on 31 December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Services fees | 73 946 | 123 126 | |
| Other | 1 353 | 6 636 | |
| External supplies and services | 75 299 | 129 762 |
Personnel cost in the years ending on 31 December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Salaries and wages | ||
| Board od directors | 34 807 | 34 807 |
| Employees | 248 680 | 252 490 |
| 283 487 | 287 297 | |
| Social costs | ||
| Social security contributions | 65 657 | 66 557 |
| Other personnel costs | 8 232 | 6 891 |
| Sub-total | 73 889 | 73 447 |
| Personnel costs | 357 376 | 360 745 |
The average number of employees in 2019 was 3 (2018:3)
Heading other operating income may be presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Gains from increase in fair value (swap) | 39 619 | 25 128 |
| Other operating income | 476 | 5 433 |
| 40 095 | 30 561 |
The detail of other operating costs is presented in the following table:
| 2019 | 2018 | |
|---|---|---|
| Taxes | 14 986 | 30 485 |
| Gains from fair value increase (swap) | 294 | 4 407 |
| Banking services | 79 088 | 72 675 |
| Others | 12 758 | 1 927 |
| 107 126 | 109 493 |
Net Financing cost in the years ending on 31 December 2019 and 2018 are broken down as follows:
| 2019 | 2018 | ||
|---|---|---|---|
| Financial costs | |||
| Interest on bank loans | 817 551 | 877 098 | |
| Commercial paper commissions | 493 663 | 626 195 | |
| Others | 46 211 | 21 526 | |
| Sub-total | 1 357 425 | 1 524 819 | |
| Financial income | |||
| Interest subsidiaries debt | 2 250 921 | 2 229 031 | |
| Sub-total | 2 250 921 | 2 229 031 | |
| Total | -893 497 | -704 212 |
| 2019 | 2018 | |
|---|---|---|
| Other financial income | ||
| Dividends | 5 250 000 | 4 075 000 |
| 5 250 000 | 4 075 000 | |
Tax amount recognised in the financial statements of the years 2019 and 2018 is as follows:
| 2019 | 2018 | |
|---|---|---|
| Current income tax | 253 083 | 191 639 |
| Income tax insufficiency (1) | -608 004 | -647 684 |
| Tax saving - RETGS (Note 8) | -1 699 553 | -1 193 863 |
| Income tax provision (Note 18) | -2 672 306 | - |
| Income deferred tax (2) | 8 848 | 181 092 |
| Income tax | -4 717 932 | -1 468 816 |
| 2019 | 2018 | |
| Current tax for the year | ||
| Tax base | 236 211 | 178 863 |
| Pours | 16 872 | 12 776 |
| 253 083 | 191 639 |
(1) excess resulting from the use of the income tax credits.
(2) Income tax credit (RFAI and investment tax contract) to be used in subsequent years.
Tax amount for the year reconciliation is as follows:
| 2019 | 2018 | |
|---|---|---|
| Pre-tax profit | 6 363 790 | 4 929 773 |
| Tax calculated at the applicable tax rate in Portugal (22,5%) |
1 431 853 | 1 109 199 |
| Non-deductible costs | 2 481 | 427 |
| Non-deductible income (dividends) | -1 181 250 | -917 987 |
| Special tax (independent) | - | - |
| Income tax expenses | 253 083 | 191 639 |
| Current income tax | 253 083 | 191 639 |
| Income deferred tax | 8 848 | 181 092 |
| Income tax | 261 931 | 372 731 |
To determine the amount of tax in the financial statements the tax rate is chosen as follows:
| 2019 | 2018 | |
|---|---|---|
| Tax base rate | 21,00% | 21,00% |
| Tax pours | 1,50% | 1,50% |
| 22,50% | 22,50% |
In accordance with the legislation in force, tax declarations of Ibersol are subject to review and can be corrected by the tax authorities for a period of four years in general terms, so that the declarations of 2016 to 2019 are still open.
Ibersol board of directors understands that the corrections resulting from reviews or inspections by the tax authorities will not have a significant effect on the financial statements presented on 31 December 2019.
Bail of 28.342 euros for the rental of a commercial shop of 231m2 took by the subsidiary Ibersol Restauração, S.A..
In addition, Ibersol SGPS provided guarantees to the subsidiaries in the amount of 4.000.000 EUR and 645.000 USD.
The compensation granted to social board is related to fees for the annual review of the company's accounts, as follows:
| 2019 | 2018 | |
|---|---|---|
| Fiscal board | 27 500 | 27 500 |
| General Assembly | 2 335 | 2 335 |
| Board of Directors (1) | 6 000 | 6 000 |
| 35 835 | 35 835 |
(1) earnings of non-Executive Director.
The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA for 2019, in the amount of 1.000.000 euros (900.000 euros in 2018), provided services of administration and management to the group. ATPS-S.G.P.S., S.A. under contract with Ibersol Restauração, S.A. has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and Antonio Alberto Guerra Leal Teixeira, exercise their positions without incur in any additional charge.
On 31 December 2019, Ibersol is controlled by ATPS, SGPS, S.A. that holds a direct participation of 54,91%.
(a) Nature of relationship with related parties:
Shareholders:
ATPS – SGPS, S.A.
Ibersande Restauração, S.A. Iberusa – Hotelaria e Restauração, S.A. Ibersol Madeira e Açores Restauração, S.A. Ibersol Restauração, S.A. Iberking Restauração, S.A. Iberaki Restauração, S.A. Restmon Portugal, Lda.
Ibersol – Hotelaria e Turismo, S.A. Vidisco, S.L. Inverpeninsular, S.L. Ibergourmet Produtos Alimentares, S.A. Asurebi SGPS, S.A. Charlotte Develops, S.L. Firmoven Restauração, S.A. I.B.R. - Sociedade Imobiliária, S.A. Eggon SGPS, S.A. Anatir SGPS, S.A. Lurca, S.A. Sugestões e Opções – Actividades Turísticas, S.A. José Silva Carvalho Catering, S.A. Iberusa Central de Compras para Restauração, ACE Vidisco e Pasta Caffe, Union Temporal de Empresas Maestro – Serviços de Gestão Hoteleira, S.A. Solinca – Eventos e Catering, S.A. Ibersol – Angola, S.A. HCI – Imobiliária, S.A. Lusinver Restauración, S.A. The Eat Out Group S.L.U. Pansfood, S.A.U. Foodstation, S.L.U. Dehesa de Santa Maria Franquicias, S.L. Cortsfood, S.L.
UQ Consult, S.A.
Ziaicos - Serviços e gestão, Lda
In the year ended on 31 December 2019 Ibersol carried out transactions with shareholders as follows:
| 2019 | 2018 | |
|---|---|---|
| ATPS SGPS, S.A. | 200 | 575 |
| 200 | 575 |
In the years ending on 31 December 2019 and 2018 Ibersol carried out transactions with subsidiaries as follows:
| 2019 | 2018 | |
|---|---|---|
| Sales and rendered services | ||
| Ibersol Restauração | 720 000 | 720 000 |
| 720 000 | 720 000 |
| 2019 | 2018 | |
|---|---|---|
| Financial income | ||
| Asurebi | 1 052 154 | 1 043 545 |
| Ibersol Restauração | 1 182 617 | 1 159 474 |
| Iberusa | - | 9 487 |
| Restmon | 15 950 | 15 950 |
| 2 250 721 | 2 228 456 | |
| Dividends received | ||
| Ibersol Madeira e Açores | 1 250 000 | 1 000 000 |
| Asurebi | - | 75 000 |
| Ibersol Restauração | 4 000 000 | 3 000 000 |
| 5 250 000 | 4 075 000 |
| 2019 | 2018 | |
|---|---|---|
| Products and services acquisition | ||
| Ibersol Restauração | 12 241 | 11 529 |
| 12 241 | 11 529 |
In the years ending on 31 December 2019 and 2018, the balances resulting from transactions with related parties are as follows:
| 2019 | 2018 | |
|---|---|---|
| Debit balances | ||
| Asurebi | 1 052 154 | 1 043 545 |
| Iber King | 138 862 | 118 263 |
| Iberaki | 180 094 | 162 691 |
| Ibergourmet | 69 629 | - |
| Ibersande | 55 005 | 78 988 |
| Ibersol Madeira e Açores | 180 268 | 205 376 |
| Ibersol Restauração | 2 018 217 | 2 119 024 |
| Iberusa | 1 761 879 | 1 315 116 |
| IBR | 150 819 | 153 480 |
| IHT | 181 563 | 156 166 |
| José Silva Carvalho | 583 162 | 413 773 |
| Restmon | 320 479 | 304 529 |
| SEC | 72 456 | 44 017 |
| Sugestões | 256 452 | 230 100 |
| Maestro | 31 731 | 22 690 |
| Anatir | 150 | 267 |
| 7 052 920 | 6 368 025 | |
| Loans | ||
| Supplementary capital contributions (Note 6) | 77 293 283 | 79 944 783 |
| Subsidiaries (Note 14) | 159 504 996 | 145 974 996 |
| 236 798 279 | 225 919 779 |
| 2019 | 2018 | |
|---|---|---|
| Credit balances | ||
| Asurebi | 127 615 | 127 035 |
| Eggon | 3 053 | 2 097 |
| Ibergourmet | - | 21 049 |
| Ibersol Restauração | 59 462 | 86 892 |
| Firmoven | 2 573 | 1 690 |
| 192 703 | 238 763 |
Income per share in the years ending on 31 December 2019 and 2018 was calculated as follows:
| Dec/19 | Dec/18 | |
|---|---|---|
| Profit payable to shareholders | 11 081 721 | 6 398 589 |
| Mean weighted number of ordinary shares issued | 36 000 000 | 36 000 000 |
| Mean weighted number of own shares | -3 599 981 | -3 599 981 |
| 32 400 019 | 32 400 019 | |
| Basic earnings per share (€ per share) | 0,34 | 0,20 |
| Number of own shares at the end of the year | 3 599 981 | 3 599 981 |
At the General Meeting of 8th May 2019, the company decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2018), representing a total value of 3.240.002 euro for outstanding shares (2.700.006 euro in 2019), settled on 4th June 2019.
The World Health Organization on 11 March declared a pandemic associated with the spread of Covid-19, having been declared the "Estado Alarma" in Spain and immediately afterwards the State of Emergency in Portugal. Later, at the end of the month, the same happened in Angola. The state of emergency determined measures to contain the population and the closure of most shops and restaurants.
This situation forced the restaurants to close, leaving only those that had the possibility to carry out a minimum volume through take-away and delivery.
Although open, the restaurants have been operating below their normal potential.
It is likely that the conditions will be created for the resumption of activity during May and June. We plan that, in an initial phase, restaurants will work at around 50% of their normal volume, with increasing recoveries until the end of the first half of next year.
To reconcile the abrupt reduction in activity and the protection of jobs, the Group's companies joined ERTE (Expediente de Regulación Temporal de Empleo) in Spain and the simplified and normal Lay-off in Portugal.
At the same time, initiatives were taken to reduce costs, renegotiate contracts, including the financial rebalancing of lease contracts and the negotiation of payment terms.
As of December 31, 2019, the Group had approximately 28 million euros of credit lines available but not used. To cover the cash flow deficits, it contracted additional lines of 30 million euros and refinanced about 15 million euros, during the first quarter of 2020.
Additionally, it is currently in the final process of hiring about 55 million euros, which allows it to reinforce the liquidity shown in the consolidated financial statements of December 31, 2019.
Regarding the possible impacts in 2020 on the recoverability of assets, we understand that it is not possible to determine any impacts, if any.
The Board of Directors,
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero

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In accordance with paragraph c) number 1 of article 245 of the Portuguese Securities Market Code the Fiscal Board informs as far as its members know and regarding the elements we assessed, the information contained in the individual and consolidated financial statements of 2019 was prepared in accordance with applicable accounting standards, giving a true and appropriate view of the assets and liabilities, financial position and the results of IBERSOL-SGPS, SA, and the companies included in the consolidation perimeter, and that the management reports faithfully describes the business evolution, performance and financial position of the company and of the companies included in the consolidation perimeter, and contains a description of the major risks and uncertainties they face.
Porto, 8th May 2020
The Fiscal Board
Dr. Carlos Alberto Alves Lourenço (Chairman)
Doutora Maria José Martins Lourenço da Fonseca (Vice-Chairman)
Dr. Eduardo Moutinho Ferreira Santos (Member)

In compliance with the legal and statutory requirements, the Fiscal Board issues its report on the supervisory action carried out as well as its opinion on the Management Report and remaining consolidated and individual financial statements for the year ended 31 December 2019, and issue its consequent opinion:
The Fiscal Board accompanied, within the scope of its competencies and mandate, during the 2019 financial year, the management of the company and its subsidiaries, having received for that purpose the information of the Company's Board of Directors, the Statutory Auditor and the External Auditor KPMG & Associados, SROC, S.A.
Over the course of the year the Fiscal Council held quarterly meetings with all members present, which examined and considered the matters subject to the powers of this body. In these ordinary meetings the Auditor, KPMG & Associados, SROC, S.A., was represented by the Statutory Auditor Dra. Adelaide Maria Viegas Clare Neves, Statutory Auditor number 862, until 15th July 2019 and from this date by Dr. Pedro Manuel Bouça de Morais Alves, Statutory Auditor number 1466.
The Statutory Auditor / External Auditor KPMG & Associados, SROC, SA presented and proposed to the Audit Committee, at an extraordinary meeting on 29 July 2019, convened for this purpose, the "2019 Year-End Audit Plan and Strategy" with the main points of the plan of its supervisory activity, as well as the performance calendar of the members assigned to the team for the year and first quarter of 2020.
Along the exercise they provided the detailed information about the actions performed and the resulting conclusions.
The Fiscal Board met quarterly with the Board of Directors and this last organ was forthcoming in providing the Fiscal Board information over the society's activity and explanations needed to understand the activity and financial information drawn up by same Board of Directors in previously moment to its disclosure.
The Fiscal Board did not come across any constraint during their supervision action and verified the inexistence of any irregularities or fraud attempts by shareholders, collaborators of the Company, External Auditor or any other regulatory, supervisory or inspection bodies that were communicated to the Fiscal Board.

The Fiscal Board exercised its powers to supervise the activities and independence of the External Auditor and the Auditor, having the perception that the recommended practices were observed; and the Fiscal Board has rendered its approval to additional services to the auditory services that were hired to the External Auditor, having considered that it's independence was safeguarded, its remuneration was contained in market conditions, and, therefore, it was in the society's interest to benefit of the knowledge and punctuality assured in those services. The provision of additional services performed by the external auditor did not overcome the established by European regulations and national legislation in force.
The Fiscal Board observed recommendation I.5 of the Corporate Governance Code of the IPCG to characterize the relevant level of transactions with shareholders holding relevant transactions according to those criteria, nor identified the presence of conflicts of interest.
The Fiscal Board examined the individual and consolidated management report and the individual and consolidated financial statements, their respective attachments, including the 2019 Corporate Governance Report presented by the Board of Directors, having examined, as well, the Legal Certification of Accounts and its Opinion issued by the Chartered Accountant and has also considered the Audit Report submitted by KPMG & Associados, SROC, S.A., attached to the "Additional Report of the External Auditor to the Supervisory Body", that it produced and referring to the 2019 financial year, in accordance with Article 24 of the Portuguese RJSA (Legal Regime of Audit Supervision) , approved by Law 148 / 2015, of 7 September. It covers the scope of the Audit, the partners and employees of the Statutory Auditor who participated in it, the evaluation methods used with reference to impairment tests and corporate concentrations, the consolidation perimeter with mention of entities not audited by KPMG, materiality, Independence and the additional services provided, as well as, among others, the results of the analysis of Internal Control that responds to the questions raised, the answers obtained and the recommendations made.
The Fiscal Board also examined the compliance of the Corporate Governance Report included in the Management Report in compliance to the nº 5 art. 420 of the Commercial Societies Code, focusing its analysis in the inclusion, in that Governance Report, of the required elements of the 245º-A article of the Portuguese Securities Market Code.
Given the relevance, impact and possible consequences on the activity and results on the IBERSOL group companies in Portugal, Spain and Angola, in the year 2020, of the Covid-19 pandemic, that at the beginning of March 2020 led to declarations of states of emergency and calamity with the mandatory confinement and the significant closing activity in those countries, the Fiscal Board monitors the apprehension and considerations made on the matter by the Board of Directors in Note 37 of the Annex to the financial statements, and by the Statutory Auditor/External Auditor in its Legal Certification of Accounts and Audit Report.

Considering the above, the opinion of the Fiscal Board is that are fulfilled the conditions of the approval, by the General Meeting, of:
Porto, 08th May 2020
The Fiscal Board
Dr. Carlos Alberto Alves Lourenço (Chairman)
Doutora Maria José Martins Lourenço da Fonseca (Vice-Chairman)
Dr. Eduardo Moutinho Ferreira Santos (Effective Member)
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