Annual Report • Apr 29, 2016
Annual Report
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ESTORIL-SOL, SGPS, S.A. Fully paid up share capital: 59.968.420 Euros Headquartered at: Av. Dr. Stanley Ho, Edifício do Casino Estoril, 2765-190 Estoril - Cascais Tax id number: 500 101 221
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| Governing Bodies | 3 |
|---|---|
| Management Report | 5 |
| Corporate Governance Report | 21 |
| Proposal for the application of the annual results | 72 |
| Notes to the Board of Directors Report | 75 |
| Holders of qualified shareholdings | 77 |
| Financial statements and Notes – Individual accounts | 79 |
| Financial statements and Notes – Consolidated accounts | 109 |
| Legal Certification of Accounts – Individual accounts | 160 |
| Report and Opinion of the Audit Board – Individual accounts | 162 |
| Legal Certification of Accounts – Consolidated accounts | 164 |
| Report and Opinion of the Audit Board – Consolidated accounts | 166 |
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| Chairman Deputy Chairman Secretary |
- Pedro Canastra de Azevedo Maia - Tiago Antunes da Cunha Ferreira de Lemos - Marta Horta e Costa Leitão Pinto Barbosa |
|---|---|
| ADVISORY BOARD | |
| Chairman | - Rui José da Cunha |
| REMUNERATION COMMITTEE | |
| - Pansy Catilina Chiu King Ho - Jorge Armindo de Carvalho Teixeira - Calvin Ka Wing Chann |
|
| BOARD OF DIRECTORS | |
| Chairman Deputy-Chairmen Members |
- Stanley Hung Sun Ho - Mário Alberto Neves Assis Ferreira - Patrick Wing Ming Huen - Pansy Catilina Chiu King Ho - Ambrose Shu Fai So - Man Hin Choi - António José de Melo Vieira Coelho - Vasco Esteves Fraga - Jorge Armindo de Carvalho Teixeira - Calvin Ka Wing Chann - Miguel António Dias Urbano de Magalhães Queiroz |
| EXECUTIVE COMMITTEE | |
| Chairman Deputy-Chairmen |
Pansy Catilina Chiu King Ho Jorge Armindo de Carvalho Teixeira Vasco Esteves Fraga Calvin Ka Wing Chann |
| AUDIT BOARD | |
| Chairman Deputy-Chairmen Alternates |
- Mário Pereira Pinto - António José Alves da Silva - Manuel Martins Lourenço - Armando do Carmo Gonçalves |
| COMPANY SECRETARY | |
| Secretary: Alternate: |
- Carlos Alberto Francisco Farinha - Artur Alexandre Conde de Magalhães Mateus |
| STATUTORY AUDITOR | - Lampreia, Viçoso & Associado, SROC, Ltd - Represented by José Martins Lampreia |
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Dear Shareholders,
Pursuant to the legal and statutory provisions, we hereby present and submit the Annual Report and the Individual and Consolidated Accounts, referring to the year ended 31 December 2015, for your appreciation.
Estoril Sol, S.A. was incorporated on 25 June 1958 and its company object is "the operation of the gambling concession, on an exclusive basis, in the Estoril permanent area, including other related trade and industries".
On 18 March 2002, ESTORIL-SOL, SA modified its legal status to "Holding Company, SGPS", Public Corporation, thereby no longer directly conducting any business activities, and such business is now to be conducted by various associated undertakings which have been incorporated for this purpose.
The Company held indirectly through subsidiaries interests in the tourism sector, in particular, in gaming activities at casinos. The Company owns the Game Concessions of Estoril (Casino do Estoril and Casino Lisboa) and Póvoa de Varzim.
During the year we monitor regularly and in detail the current management of the subsidiaries, giving particular attention and support to streamline processes and control costs.
At 31 December 2015, the share capital of ESTORIL-SOL, S.G.P.S., S.A. was 59.628.420 Euros, represented by 11.993.684 shares with a nominal unit value of 5 (five) Euros, of which 6.116.779 were registered shares and 5.876.905 bearer shares.
At the time this report was prepared, ESTORIL SOL, SGPS, S.A. held 62.565 treasury shares, with no trading taking place during the financial year.
During the year 2015, the Company, did not sold or acquired own shares.
The Company's shares are listed on the Lisbon Stock Exchange since February 14, 1986.
Jan/15 Feb/15Mar/15 Apr/15 May/15 Jun/15 Jul/15 Aug/15 Sep/15 Oct/15 Nov/15 Dec/15
The price and trading volume of Estoril-Sol, SGPS, SA securities, on the dates of reporting to the market during the year 2015 were according table below:
| Date for disclosing Estoril-Sol, SGPS, S.A. , information | ||||||
|---|---|---|---|---|---|---|
| Price (Euros) | ||||||
| Disclosure | Date | Qtd | Open | High | Low | Close |
| Annual results for 2014 | 30/04/2015 | 1000 | 1,06 | 1,06 | 1,06 | 1,06 |
| 2015, 1st Quarter results | 29/05/2015 | 179 | 1,01 | 1,01 | 1,01 | 1,01 |
| 2015, Semester results | 21/08/2015 | 330 | 0,95 | 0,95 | 0,95 | 0,95 |
| 2015, 3rd Quarter results | 26/11/2015 | 2747 | 0,95 | 0,95 | 0,93 | 0,93 |
During 2015 the Company did not paid any dividend.
As at December 31st, 2015 the Company had two reference shareholders, which control 90,46% of the share capital, as infographics below:
The Group Estoril-Sol focus its activity in the gambling sector. Currently holds two Game Concessions and three physical Casinos, which together represent approximately 65%of the sector in Portugal. As a consequence of the new online gaming legislation approved during 2015, the Group founded in September 2015 a new company, Estoril-Sol Digital – Online Gaming Products and Services, S.A., in order to apply for an online gaming license.
As at December 31st, 2015 the Group Estoril-Sol had the following structure:
ESTORIL-SOL - GROUP OF COMPANIES
(a) - Holds 10% of its Share Capital
On December 31st , 2015, ESTORIL-SOL, S.G.P.S., S.A. had the following stakes in the following subsidiaries:
ESTORIL-SOL (III) - TURISMO ANIMAÇÃO E JOGO, S.A., incorporated on 26 July 2001, headquartered in Estoril, the social object of which is the operation of games of chance in areas where this is permitted by law and, in addition, may also operate in the tourism, hotel, restaurant and entertainment industries, as well as providing consultancy services in those areas of activity. This company operates the Estoril and Lisbon Casinos.
Its share capital of EUR 34,000,000 is 100% held by ESTORIL-SOL, S.G.P.S., S.A.
VARZIM SOL - ANIMAÇÃO, TURISMO E JOGO, S.A., headquartered in Póvoa de Varzim, has the social object, in particular, of operating the gambling concession of Póvoa de Varzim. This company operates the Póvoa de Varzim Casino.
It has a share capital of EUR 33.650.000, 100% held by ESTORIL SOL, S.G.P.S., S.A..
ESTORIL SOL (V) - Investimentos Imobiliários, S.A. - Its share capital of EUR 50,000 is fully paid up by ESTORIL-SOL, S.G.P.S., S.A.. The Company is now idle, but owns a site located on maritime land in the parish of Ericeira.
DTH - DESENVOLVIMENTO TURÍSTICO E HOTELEIRO, SA – With a share capital of EUR 2,429,146, is 100% held by ESTORIL-SOL, S.G.P.S., S.A.. It owns a plot of land in Monte Estoril, where the former Miramar Hotel stood.
ESTORIL - SOL IMOBILIÁRIA, S.A. - With a share capital of EUR 7,232,570, it is 100% owned by ESTORIL SOL, S.G.P.S., S.A.. Its social object is the construction, promotion, management and sale of tourist complexes and real estate.
PARQUES DO TAMARIZ - SOCIEDADE EXPLORAÇÃO DE PARQUES DE ESTACIONAMENTO, S.A. - ESTORIL- SOL S.G.P.S., S.A., through Estoril Sol Imobiliária, SA, holds a 33.3% stake in the share capital of the company, which is EUR 1 500 000. The company has a licence to build a car park on the land next to Estoril Casino.
ESTORIL SOL - INVESTIMENTOS HOTELEIROS, S.A. - With a share capital of EUR 10,835,000 is 90% held by ESTORIL SOL, S.G.P.S., S.A., with the remaining 10% being held by the company itself.
ESTORIL SOL E MAR - Investimentos Imobiliários, S.A. - With a share capital of EUR 1.286.000, is fully paid up by ESTORIL-SOL, S.G.P.S., S.A..
ESTORIL-SOL DIGITAL – ONLINE GAMING PRODUCTS AND SERVICES, S.A. – with a Share Capital of EUR 500.000 is 100% held by ESTORIL-SOL (III) –TURISMO, ANIMAÇÃO E JOGO, S.A.
The Company was founded in September 2015 in order to apply for an online gaming license. As described in point 13 "Relevant Facts", the Group Estoril-Sol disagrees with the regulation now applicable for online gambling which represents a penalty to the gambling concessionaires as it unilaterally terminates the exclusive right of exploitation of games of fortune and chance in Portugal.
The year 2015 marks the end of game revenues drop, which have occurred since 2009. In 2015 the gross game revenues of the Estoril Sol Group grew 8,4% and amounted to 182,5 million Euros.
12
In 2015 the Group's EBITDA increased by 15,4% and amounted to Euro 29,9 million.
In 2015 the Group reported positive net results, a performance not seen since the year 2010. The Consolidated Net Income of Estoril-Sol Group in 2015 was 4.1 million Euros.
Capex (million Euros)
Pursuing a very careful selection of the investments, the Group made investments (CAPEX) during the year 2015 in the total amount of approximately 6,8 million Euros, mainly in the renewal of game equipment.
In a concerted effort to financial stability and less dependence on third parties, the Group has consistently reduced its bank debt, this reduction resulted in a significant decrease in financial costs incurred by the Group. By the end of 2015 the Group bank debt was 55,7 million Euros, a decrease of 28,2 million Euros compared to last year.
During 2015 world economy growth rates slowdown in accordance with the latest projections of the IMF. World economy grew 3,1% during 2015 against the 3,4% recorded during last year. The evolution of the economy showed however divergent behaviors among different geographies, while in emerging economies a slowdown in growth rates has been observed, for which the recent price fall of raw materials in international markets contributed, in the economies of developed countries 2015 saw a gradual recovery in economic activity associated with a slight recovery in confidence levels of consumers.
The Eurozone witnessed a growth of 1.6% in the economy, according to data from the European Commission ("EC"). This performance shows a slight improvement of the economies of the Eurozone compared to 2014, growth of 0.9%. This growth was due among other reasons, to the fall in the price of raw materials, with particular focus on the oil price, the effective depreciation of the Euro and to the monetary policies adopted by the European Central Bank ("BCE"). During 2015 interest rates decreased and more neutral fiscal policies were adopted, in contrast to years of strong austerity.
In 2015 the Portuguese economy registered the highest level of growth from the last four years, thus continuing the recovery process started in 2014.The Gross Domestic Product (GDP) increased by 1,5% in 2015, in 2014 GDP growth had been set in 0,9%. This growth was supported mainly on the acceleration of private consumption, grew 2.6%, and as a result of the performance of exports of goods and services, which grew by 5,1%. The inflation rate remained at low levels, 0.5%.
Worldwide, it is forecasted to 2016 some economic vulnerability as a result of the uncertainty and instability of the economies of emerging countries, as well as some growing international geopolitical tensions. In Portugal it is expected to continue the process of recovery, supported mainly by domestic demand, the drop in energy prices and the slight recovery in household disposable income. The main focus of uncertainty relates to the fact that this forecasted improvement in domestic demand is insufficient to maintain the rate of growth of the Portuguese economy in face of the high levels of public and private debt that the country still has.
In Portugal in the business sector in which operate the main subsidiaries of the Estoril-Sol Group, the Gaming activity, is regulated by specific and stringent legislation with a focus on revenue control. Subsidiary companies that are gaming concessionaires are subject to supervision by the " SRIJ - Gambling Inspection Service" from Turismo de Portugal, I.P., to which it is mandatory to notify any irregularities found, as part of their operations.
The financial adjustment and macroeconomic policies of austerity, to which adds the inadequate, given the current situation, high levels of taxation over the Gaming activity in Portugal, have strongly conditioned the
performance of the Game industry in Portugal as well as Estoril-Sol operations. The recent recovery in domestic consumption and household income occurred in 2015, allowed for the first time in seven years, the growth rates of gambling revenue to present positive values. Thus in 2015 the sector had a growth rate of 8% and generated revenues of 288 million Euros. Still, the accumulated revenue losses of the industry in the last seven years
amounted to about 25%, equivalent to approximately 100 million Euros. The recovery trend of gaming revenues growth rate that began in the second half of 2014 remained during the year 2015, and its is expected that this gradual recovery will continue as indicated by the latest projections for the year 2016, which also point to the maintenance of positive growth rates, although moderate.
The Estoril-Sol Group, through its subsidiaries, operates three of the four biggest casinos in Portugal, accounting for 63% of net income and taxes paid and generated by the activity in Portugal.
Revenues from Gambling in Portugal in 2015 amounted to approximately 288,6 million Euros. The Estoril-Sol Group maintained its market share, between 63% and 65%, with gross game revenues totaling approximately 182,5 million Euros, which represent 95 million Euros net revenues from game taxes.
From the analysis of the map to the right, it can be seen that all Casinos showed positive revenue growth rates in 2015.
The sector grew 8% and generated revenues in the amount of 288,6 million euros.
Estoril-Sol Group presented a revenue growth rate of 8,4%, higher than the performance generated by the sector. Game revenues generated by Estoril-Sol Group in 2015 amounted to 182,5 million Euros
Excluding Casino de Tróia in face of its little expression for the industry, Casino da Póvoa showed the best performance off all the
casinos operating in Portugal during 2015. Casino da Póvoa revenues grew 12,7% achieving 41,9 million Euros.The other casinos of the Group showed as well very good performances, Casino Estoril revenues grew 6,5% achieving 61,5 million Euros, while Casino Lisboa revenues grew 7,8% achieving 78,9 million Euros.
It must be emphasize that these performances, with special focus over Casino da Póvoa, have been repeatedly penalized by tax rates applied to game revenues, which in the case of Casino da Póvoa achieve a 59% effective tax rate over game revenues for the year ended December 2015, proving once more the high and inadequate levels of taxation over game revenues given the current situation of the Portuguese casinos.
The Company does not directly exercise any economic activity and so the net income recorded in the year, basically arises from of the increased valuation of the financial investments in the subsidiary companies by the equity pick-up method.
The net result for the year was positive by 4,1 million Euros, and shows an improvement compared to the net loss of 1,9 million Euros from the previous year. This improvement results primarily from gains and losses allocated by the Game subsidiary Companies, Estoril-Sol (III) and Varzim-Sol, whose combination of results in 2015 turned positive in contrast to the negative results recorded in 2014. This improvement derives from the growth of gaming revenues, which in 2015 was 8,4%.
As it is easily understood the financial performance of the Estoril-Sol Group is heavily dependent on the evolution of gaming revenue. In 2015 the Group saw its gross revenues grow 8,3% and reach 182,2 million
Euros, 87,1 million Euros net from game taxes.
The other operating revenues of Estoril-Sol, restaurant and entertainment, grew by 41,8% to 10,6 million Euros. The increase in these revenues is partially justified by the game revenues increase and also for the strengthening and promotion of leisure and entertainment areas within the casinos operated by Estoril-Sol. The operating cost increase by 13% mainly reflects this investment undertaken by the Group
| Dec-15 | Dec-14 | Var % | |
|---|---|---|---|
| Gaming Revenue | 182.242.909 | 168.229.361 | 8,3% |
| Special Gaming Tax | -95.092.204 | -89.746.720 | a) |
| Effective Tax Rate | 52% | 53% | |
| Game Revenue - Net | 87.150.706 | 78.482.641 | 11,0% |
| Other revenue ( F&B / Entertainment ) | 10.626.797 | 7.491.674 | 41,8% |
| Operating costs | -67.806.429 | -59.992.069 | 13,0% |
| EBITDA | 29.971.073 | 25.982.245 | 15,4% |
| Amortization and Depreciation | -21.009.553 | -20.953.672 | 0,3% |
| Financial Costs | -4.694.723 | -6.566.730 | -29% |
| Income tax (IRC) | -70.734 | -198.126 | -64% |
| Consolidated net result of the year | 4.196.062 | -1.736.283 | 342% |
a) Includes the amounts recorded in "Gaming taxes" as "Special Gaming tax (current)" and "Annual gaming tax ( difference to minimum grant )"
to streamline and increase the entertainment offer within the casinos
The favorable combination of the increase in gaming revenues and the increased of operating costs in a smaller proportion, allowed the Estoril-Sol Group to improve its operating results in almost 16%, and reached for the year 2015 a positive EBITDA of 29,9 million Euros which compares to 25,9 million Euros achieved in 2014.
In a concerted effort to financial stability and less dependence on third parties, the Group reduced its bank debt by 28,2 M€, this reduction results in a significant decrease in financial costs incurred by the Group. As at December 31st,2015 the bank debt of the Group was 55,7 million Euros. Estoril-Sol supported almost 4,6 million Euros with loan interests, a decrease of 29% over the previous year.
The Consolidated Net Profit in 2015 was positive by 4,1 million Euros compared with losses of 1,7 Million Euros in the previous year. This significant improvement in results reflects mainly: the growth of gaming
revenue, the optimization of the cost structure carried out in recent years and the reduction of the Group's bank exposure with the consequent reduction of the financial charges incurred. While it is desirable for obvious reasons that this trend continue in the nearby future, it is prudent to consider that this positive trend in gaming revenues and in the Group financing costs may be conditioned by potential political events in the Eurozone that results in significant changes in the reference interest rates.
The Group's activities are mainly focused on the exploration of the Casinos: Estoril and Lisboa, conceded until 2020 to Estoril-Sol (III), and Casino da Póvoa conceded to Varzim-Sol until 2023.
Similar to what happened in 2015 with the sector in Portugal, also the gambling revenue from casinos operated by the Group showed positive growth rates, but still insufficient to restore the accumulated losses since 2009.
Casino Lisboa gaming revenues grew by 7,8% and amounted to 78,9 million Euros. Casino
Estoril generated gaming revenues of 61,5 million Euros, corresponding to an increase of 6,5%. Casino da Póvoa was the casino with the greater increase in gaming revenues, 12,7%. Gaming revenues from Casino da Póvoa achieved 41,9 million Euros for the year 2015.
This growth however was not enough to replace the revenue levels of 2009, and as such the Casino da
Póvoa was once more in 2015 charged with gaming taxes over the 50% settled as minimum granted. The gaming taxes charged over de 50% regular tax rate amounted to 3,8 million Euros, and in practical terms configures an effective tax rate on gaming revenues of approximately 59%.
| Estoril | Lisboa | Póvoa | Other | |
|---|---|---|---|---|
| Gaming Revenue | 61.446.692 | 78.903.210 | 41.893.007 | |
| Game taxes | -30.787.646 | -39.496.793 | -24.807.765 | |
| Effective Tax Rate | 50% | 50% | 59% | |
| Net Revenue | 30.659.046 | 39.406.418 | 17.085.242 | |
| EBITDA | 7.958.954 | 19.719.227 | 3.311.451 | |
| EBITDA Margin | 13% | 25% | 8% | |
| Amortization and Depreciation | -7.783.122 | -7.447.619 | -5.836.958 | |
| Financial Costs | -1.543.574 | -1.494.124 | -1.614.055 | |
| Net Result of the Segment | -1.367.742 | 10.777.484 | -4.139.562 | -1.074.117 |
| Consolidated net result of the year | 4.196.063 |
All these accumulated
revenue breaks, resulted in part of successive years driven by a contraction in the Portuguese and European economies. This less positive macroeconomic environment led the Group to adopt policies of rationalization and resources optimization in order to achieve the economic and financial balance of the Concessions in which it operates. The favorable combination during the year 2015 of these policies with the recovery of the gaming revenue has allowed the consolidation of the operating results (EBITDA) of casinos
operated by the Group. All of the Group casinos recorded positive operating results (EBITDA), with higher expression in the case of the Casino Lisboa (19,7 M€). Casino Estoril Casino had a positive EBITDA of (8
M€) and Casino da Póvoa (3,3 M €).
Both, Casino da Póvoa as well as Casino Estoril, featured net losses during 2015, -4.1 million and -1.4 million euros, respectively, unlike its counterpart of Lisbon, which recorded a positive net result of approximately 10,8 million Euros for the year ended December 31st, 2015.
It must be emphasize that these performances, with special focus over Casino da Póvoa, have been repeatedly penalized by tax rates applied to game revenues, which in the case of Casino da Póvoa achieve a 59% effective tax rate over game revenues for the year ended December 2015, proving once more the high and inadequate levels of taxation over game revenues given the current situation of the Portuguese casinos.
The salaries and social benefits policy adopted by the Group over the past recent years has been focus on retaining the level of fixed remuneration, promoting the increase in variable remuneration indexed to results, nevertheless, in addition the Group ensures a
| Avg number employees | ||
|---|---|---|
| 2015 | 2014 | |
| Casino do Estoril | 333 | 324 |
| Casino de Lisboa | 299 | 295 |
| Casino da Póvoa | 244 | 234 |
relevant set of social benefits such as, health insurance, medical support and reimbursement of health expenses excluded from health insurance contracts. The Group has been encouraging the signing of protocols with several institutions in the context of social responsibility projects, particularly with the Portuguese Association of Casinos and EPIS "Entrepreneurs for Social Inclusion" in terms of support solidarity campaigns in the context of volunteer projects to support students with learning difficulties.
Pursuing a very careful selection of the investments, the Group made investments (CAPEX) during the year 2015 in the total amount of approximately 6,4 M€, from these, 2,7 M€ were invested at Casino Lisboa, 1,9 M€ at Casino Estoril and 1,8M€ at Casino da Póvoa. The majority of this investment was applied in the renewal and replacement of game equipment. The purchase of this type of equipment is partially reimbursed (50%) by Turismo de Portugal.
The Companies of the Estoril Sol Group pursue a financial policy based on the preservation of its financial independence, fundamentally based on the resources released each year.
With the support of various banks, the subsidiary use a number of variable rate financial instruments, the maturities of which are negotiated according to the foreseeable ability to release funds.
In the normal course of their activities the Group Companies, as concessionaires of gaming operations, are exposed to a number of risks and uncertainties, as identified below:
The companies of the Group, aiming to prevent and minimize the risk inherent to their economic activities, have specialized technical services of supervision and control, responsible for the strict fulfillment of the standards of physical safety of customers, employees and installations and also compliance with the legislation that regulates the Gaming activity in Portugal, and it should be pointed out that Portuguese Casinos are subject to the permanent supervision by the State through the Gambling Inspection Service of the Instituto do Turismo de Portugal I.P.
Periodically, with the collaboration of an external entity, risk analyses are carried out on the procedures used and on the physical safety of the assets.
The subsidiaries Estoril Sol (III) and Varzim Sol operate gaming concessions in Casinos. In the last few years, this operating sector has been experiencing increased technological growth, particularly focused on slot machines, which requires the ongoing renewal of the product range. The Company systematically keeps up with this evolution, visiting manufacturers, taking part in international specialty trade shows and regularly investing in new equipment.
Pursuant to the concession contracts, the Portuguese State grants concessionaries exclusive rights to gambling and operations of games of chance, in exchange for high initial payments and high annual tax rates. Nevertheless, the Portuguese State has proven to be unable to regulate its citizens' access to countless online casinos that abound today and which constitute a growing factor of unfair competition, both because they account for a significant increase in illicit supply and because they constitute a flagrant source of tax evasion.
The Group Companies continued, also during 2014, whether through the Portuguese Association of Casinos or directly, to call the Portuguese Government's attention to the need to take legislative measures to prevent this situation, following the example of significantly effective measures taken in the USA and in Norway, thereby ensuring compliance with commitments pertaining to the exclusive right to gaming operations, as contractually assumed by the State.
The significant investments that the Group Companies have made in recent years, among which we would draw attention to the amount paid for the extension of the concession contracts of the zone of Estoril and Póvoa de Varzim, the initial payment made relating to Lisbon Casino and the investments made pertaining to the renewal, modernization and expansion of the Casinos, have, in the recent past, involved increased
indebtedness which, combined with the changes in market interest rates, resulted in increased financial costs and a potential liquidity risk.
Depending on the operating funds that are freed up, we feel the financial risk to which the associated undertakings are exposed is minimal, and the same understanding has prevailed in the examination carried out by financial institutions, as shown by the fact that assets guarantees are dispensed with for operations under contract.
Portuguese legislation forbids casino concessionaries from granting credit to gaming activities, and so, in this regard, Group Companies are not exposed to credit risk. Other revenue from restaurant and entertainment activities, which account for only 3,0% of revenue, therefore represents insignificant exposure.
All operations are carried out in Euros, and so the Company has no exchange rate exposure.
The national economy's specificities and constraints make particularly risky the anticipation of the evolution of the factors that determine the Portuguese casinos' operating results. If, on the one hand, the focus on increasing domestic consumption that has been marking the government's economic policy, is a precondition for an increase in disposable income, an important reference for determining the favorable gaming revenue development, on the other hand there are still doubts whether the European community's concerns will not determine, in the future, the need to adopt contractionary measures that will necessarily have negative consequences on the progress of those gaming revenues.
Therefore, it will be prudent to wait for the results of the current year's budget implementation in order to become more aware, from a macroeconomic perspective, on the direction the country will take.
However, according to the results obtained to date, we can foresee a moderate revenue growth for the current financial year.
As with the other gaming concessionaries, Estoril Sol had, in due course, the opportunity to distance itself from the criteria used by the previous government in the allocation of licenses for the operation of the online gaming. It was, and it is, its understanding that the model of total liberalization in this game modality conflicts with the gaming concessionaries' exclusive rights and it is one further factor worsening the imbalances already recorded in the sector, which, incidentally, substantiate the legal action brought against the State.
However, and only as a way to reduce these imbalances, all gaming concessionaries have decided to apply for the online gaming licenses. According to the latest information available, it is expected that the allocation of these licenses to start operating may occur very soon.
The environment of severe austerity, that struck the country in the last four years, has had a very detrimental effect on casinos and especially in those that are subject to a 50% gaming tax rate on gross revenue, as in the case of Estoril-Sol's units. Firstly because, regardless of the cost reduction that a prudent management will implement, it is not possible, given the huge revenue shortfall, to ensure a minimum return in the light of the significant investment made in order to get those same gaming concessions.
The problem worsens when some of these concessionaires are still subject to the payment of minimum gaming taxes. Instead of paying 50% of gaming tax on gross revenues as contractually agreed, they are required to pay 60 or 65%, within this completely absurd construction that, the less revenue the casinos have, a higher percentage of tax they are required to pay!
In the absence of any reply from the previous government, either to requests that in view of the sharp decrease in revenues, they legitimately aimed at restoring the balance of contracts, or on the urgent need to review the calculation formula of the minimum gaming tax, the concessionaires were forced to file several lawsuits against the state.
After a first procedural phase, in which was discussed the possibility of such lawsuits to continue or not on their course, it was with quiet satisfaction that Estoril Sol saw, by court decisions from two higher courts, that these lawsuits will actually be judged in court, having seen their judicial powers confirmed, either for the financial economic rebalancing of the concessions or to those relating to tax disputes.
And it is also with quiet satisfaction that we believe that the courts will find in our favor.
The recent change of government gives us cause for hope that officials with other experience in the sector can, with their knowledge and sense of fairness, contribute to create a climate of dialogue to overcome the situations in dispute and restore the economic and financial balance of concessions.
During the first quarter of 2013, after a unanimous vote taken at the headquarters of the Portuguese Association of Casinos as well as within the Board of Estoril-Sol, the operating companies from the Group Estoril-Sol, have filed lawsuits against the State in which they seek to be restored the financial balance of Gaming Concessions. Such a claim is founded, among other reasons, because the State, through its actions and omissions has given rise to changes in circumstances that were the basis for the negotiation of the gaming concessions. Of them highlights the fact that it was assumed for tax basis a continuing and significant increase of gaming revenue throughout the concession period. Despite not having checked this proposition due to the economic climate and as a result of the State attitude in relation to online gambling and illegal gambling, among others, it continued to require them to pay very high taxes, calculated on revenue that the Concessionaires did not obtain. Thus, remained no alternative to the Concessionaires that was not to challenge with the competent Administrative and Fiscal Courts the settlements of tax to which they were presented, and for that purpose submit the necessary judicial guarantees. However by the time of approval of this report, and despite the fact that all tax settlements were contested by the Group, all taxes are without exception, or paid or its payment was legally postponed under Decree-Law 1/2015, and for this reason the Group Estoril-Sol does not have any overdue debt related with game taxes.
On the 28th June 2015 the online gambling regulation approved by decree-law 66/2015 entered into force. This regulation now applicable, approved by the Government, represents, once again, a penalty to the gambling concessionaires unilaterally terminating the exclusive right of exploitation of games of fortune and chance in Portugal, - a right by which the concessionaires paid considerable sums and assumed significant additional obligations - the law published, puts them in equal circumstances as the offenders of the past who, in the meantime, managed to illegally build their customer database, key factor to ensure the success of this business, being noticeable by the studies conducted, that the current gambling concessionaires little or nothing would be able to benefit, in the future, from the law deliberated in the meantime, in order to balance their operating accounts.
Between the 31st of December 2015 and the date of this report, no relevant facts occurred that could materially affect the financial position and the future results of Estoril-Sol, SGPS,S.A. and the other Companies of the Group, in addition to the reported below:
During the first quarter of 2016 the subsidiary company Parques do Tamariz, was dissolved, as it had no longer any assets and did not engage any economic activity. No additional losses resulted from this operation to the Group Estoril-Sol.
The members of the Board of Directors of Estoril-Sol, S.G.P.S., S.A. assume responsibility for the veracity of the information contained in this Annual Report, certifying that that there are no omissions that they are aware of, which faithfully portrays the evolution of the business, performance and position of the company and of the companies included in the consolidation perimeter, and that it contains an appropriate description of the main risks and uncertainties that face the companies of the Group. The individual and consolidated financial statements, prepared in conformity with the applicable accounting standards, reflect a true and appropriate image of the assets and liabilities and of the financial situation and results of the issuer, as well as of the companies included in the consolidation perimeter.
The Board of Directors wishes to publicly express its gratitude to all the clients for their preference and trust deposit on Estoril-Sol Group companies. A word of appreciation and recognition to all of those who cooperated with us during the year, namely to the Members of all the Corporate Offices and to the Workers of the Group Companies.
Estoril, 20th of April, 2016
The Board of Directors
The share capital of the Company is €59,968,420.00, which is fully paid-up, and is represented by 11,993,684 shares with a nominal value of €5.00 each.
The Company holds 62,565 treasury shares.
All the shares representing the share capital of the Company - ordinary, registered and bearer shares - are admitted for trading, and there are no categories of shares with special rights or duties.
| Shareholder | No of Shares 31-Dec 2015 |
% Share Capital |
% Voting rights |
|---|---|---|---|
| Finansol - Sociedade de Controlo, SGPS, S.A. | 6.930.604 | 57,79% | 60,23% |
| Amorim - Entretainment e Gaming International, SGPS, S.A. | 3.917.793 | 32,67% | 33,13% |
| Restantes Accionistas | 1.082.722 | 9,03% | 6,64% |
| Acções Próprias | 62.565 | 0,52% | --- |
| Total | 11.993.684 | 100,00% | 100,00% |
There are restrictions as to the transferability of shares resulting from the provisions under Council of Ministers Resolution no. 115/99 (2nd series), as published in the D.R. II series no. 184, dated 9 August 1999, which obliges the company to observe the requirements provided for under art. 17 of Decree Law no. 422/89, of 2 December, within the following terms:
" 1 - The equity of concessionary companies must not be less than 30% of the total net assets, and the percentage should be raised to 40% of such assets as of the sixth year after concluding the concession contract, without prejudice to the corresponding minimum share capital to be set, for each one, under the regulatory decree, to which article 11 pertains.
3 – The purchase, in any capacity, of the holding or ownership of shares representing more than 10% of the capital or as a direct or indirect result of which there is a change in the control of the concessionaries by others, whether natural or legal persons, shall require permission from the member of the Government in charge of tourism, lest the purchasing parties be prevented from exercising their respective social rights.
4 - If the said party purchasing the shares is a legal person, authorization may condition the transfer in subjecting the purchasing party to the system set forth under this article.
2 – At least 60% of the share capital shall always be represented by either registered shares or bearer shares, under a registration system, and it is mandatory for concessionary companies to notify the Inspectorate-General for Gaming with regard to all transfers of property or the usufruct of these, within 30 days after registration in the company's appropriate book or via an equivalent formality.
5 – The regulatory decree to which article 11 pertains may prevent or limit direct or indirect participation in the share capital on the part of a concessionary by (an)other concessionary(ies), and any purchases that violate the provisions of the said regulatory decree shall become null and void."
The Company holds 62,565 treasury shares representing 0,52% of its share capital.
| Total | Total premiums | Total nominal | Nominal value | Year of Acquisition No.of shares | |
|---|---|---|---|---|---|
| 455.445 | 280.945 | 174.500 | 5 | 34.900 | 2001 |
| 399 | 184 | 215 | 5 | 43 | 2002 |
| 198 | 88 | 110 | 5 | 22 | 2007 |
| 252.264 | 114.264 | 138.000 | 5 | 27.600 | 2008 |
| 708.306 | 395.481 | 312.825 | 62.565 | Total | |
| Euros |
To the best of the knowledge of the Board of Directors, Estoril-Sol is not party to any significant agreement which takes effect, either being affected or terminated upon a change of control in the Company, following a takeover bid, without prejudice to the standard clauses in banking practice relating to the issuance of debt securities and financing contracts.
No defensive measures were adopted.
The Company is not aware of shareholder agreements that may restrict the transfer of securities or voting rights.
The Company has two shareholders of reference which, together, control, directly and indirectly, around 90,4% of the share capital and 93,36% of the voting rights:
| No of Shares 31-Dec | % Share | % Voting | ||
|---|---|---|---|---|
| Shareholder | 2015 | Capital | rights | |
| Finansol - Sociedade de Controlo, SGPS, S.A. | 6.930.604 | 57,79% | 60,23% | |
| Amorim - Entretainment e Gaming International, SGPS, S.A. | 3.917.793 | 32,67% | 33,13% | |
| Restantes Accionistas | 1.082.722 | 9,03% | 6,64% | |
| Acções Próprias | 62.565 | 0,52% | --- | |
| Total | 11.993.684 | 100,00% | 100,00% |
On 31 December 2015, ESTORIL SOL, S.G.P.S., S.A. held 62.565 treasury shares, and as FINANSOL - SOCIEDADE DE CONTROLO, S.G.P.S., S.A., on 31 December 2015, held 6.930.604 shares of ESTORIL-SOL, S.G.P.S., S.A., it was a direct holder of 57,79% of the share capital and 58,09% of the voting rights.
The members of the Board of Directors and of the Advisory Board of the Companies which are controlled by or grouped under ESTORIL-SOL, held 255,698 shares of ESTORIL-SOL, S.G.P.S., S.A., corresponding to 2,1% of the share capital and voting rights.
Therefore, in overall terms, the direct and indirect stake of FINANSOL in the capital of ESTORIL-SOL is 57,79%, and 60,23% to the voting rights.
On 31 December 2015, ESTORIL-SOL, S.G.P.S., S.A. held 62.565 treasury shares, and, as AMORIM – ENTERTAINMENT E GAMING INTERNATIONAL, S.G.P.S., S.A. held 3.917.793 shares, this company was a direct holder of 32,67% of the share capital and 33,13% of the voting rights of ESTORIL SOL, S.G.P.S., S.A..
Mr. José Américo Amorim Coelho, held 34,915 shares of ESTORIL-SOL, S.G.P.S., S.A., corresponding to 0,29% of the share capital and voting rights.
Therefore, in overall terms, the direct and indirect stake of AMORIM - ENTERTAINMENT E GAMING INTERNATIONAL, S.G.P.S., SA in the share capital of ESTORIL-SOL, S.G.P.S., S.A. was, on 31 December 2015, 32,67% and 33,13% of the voting rights.
Information regarding the securities issued by ESTORIL-SOL, S.G.P.S., and by companies with which the Company is in controlling or group relationship, which are owned by the members of the Corporate Offices of the Company on 31 December 2015.
| Nr shares | Value | Nr shares | Nr shares | Nr shares | ||
|---|---|---|---|---|---|---|
| 31.12.14 | Date | (€/share) | purchased | sold | 31.12.15 | |
| Board of Directors | ||||||
| Stanley Hung Sun Ho | 135.662 | - | - | - | - | 135.662 |
| Mário Alberto Neves Assis Ferreira | 601 | - | - | - | - | 601 |
| Patrick Wing Ming Huen | 55.000 | - | - | - | - | 55.000 |
| Pansy Catilina Chiu King Ho | 0 | - | - | - | - | 0 |
| Ambrose Shu Fai So | 50.000 | - | - | - | - | 50.000 |
| Man Hin Choi | 527 | - | - | - | - | 527 |
| António José de Melo Vieira Coelho | 0 | - | - | - | - | 0 |
| Vasco Esteves Fraga | 608 | - | - | - | - | 608 |
| Jorge Armindo de Carvalho Teixeira | 0 | - | - | - | - | 0 |
| Calvin Ka Wing Chann | 1.000 | - | - | - | - | 1.000 |
| Miguel António Dias Urbano de Magalhães Queiroz | 0 | - | - | - | - | 0 |
| Advisory Board | ||||||
| Rui José da Cunha | 12.300 | - | - | - | - | 12.300 |
| Audit Board | ||||||
| Mário Pereira Pinto | 0 | - | - | - | - | 0 |
| António José Alves da Silva | 0 | - | - | - | - | 0 |
| Manuel Martins Lourenço | 0 | - | - | - | - | 0 |
| Armando do Carmo Gonçalves | 0 | - | - | - | - | 0 |
| Statutory Auditor | ||||||
| José Martins Lampreia | 0 | - | - | - | - | 0 |
Within the terms of Article 23 of the Articles of Association of the Company, the Board of Directors enjoys the broadest management powers, as it can decide on any matter pertaining to company management, namely regarding:
a. The election of its Chairman and Deputy Chairman, if the General Meeting itself has not made such an appointment;
f. Proposals to the General Meeting for the provision of warranties and personal or real guarantees by the Company;
l. Deliberation on increases in share capital, on one or more occasions, up to an absolute maximum increase of one million six hundred thousand and twenty-one thousand and ninety-three Euros and seventeen cents, for contributions in cash, provided that, in compliance with imperative legal standards, the increase is intended to be
subscribed by directors, company employees and other people or entities providing services pertaining to the same, to be identified under the terms and conditions decided in the General Meeting [article 5.2 of the Articles of Association, ex vi of line l) of Article 23.1 of the same document];
m. The appointment and dismissal of employees, and setting their salary or compensation, if applicable;
n. The constitution of representatives or attorneys and the revocation of mandates granted;
o. Representing the company, either directly or via representatives, either in or out of court, actively and passively, namely proposing, contesting and pursuing lawsuits, giving evidence, acquiescing or desisting, as well as assuming commitments in voluntary arbitration;
p. The exercise of company rights corresponding to its holdings in the capital of other companies;
q. The execution and bringing about of compliance with legal and statutory precepts and the decisions of the General Meeting;
r. Any other matter on which any director requests the deliberation of the Board.
There are no significant commercial relationships between holders of qualified shareholdings and the Company.
The Board of the General Meeting, pursuant to Article 11 of the Articles of Association, comprises a Chairman, a Deputy Chairman and a Secretary, or only a Chairman and a Secretary, as decided by the General Meeting, who may or may not be shareholders. If there is a Deputy Chairman, he will replace the Chairman in his absence and impediment.
By reference to 31st December 2015, the composition of the Board of the General Meeting is currently as follows:
| Chairman: …… | Dr. Pedro Canastra de Azevedo Maia |
|---|---|
| Deputy Chairman: | Dr. Tiago Antunes da Cunha Ferreira de Lemos |
| Secretary:……… | Drª. Marta Horta e Costa Leitão Pinto Barbosa |
The Chairman of the Board of the General Meeting, in performing its duties, receives the collaboration of the other members of the Board and of the services of the Company that are at his entire disposal to attend to his requests and to help him in the preparation and the practice of all the acts within his power. We would draw attention to the collaboration provided in the preparation and realization of the General Meetings, and especially, the very close collaboration of the Administrative and Financial Board and of the Legal Services Board.
The Chairman, the Deputy Chairman and the Secretary of the Board were elected in the General Meeting of 04th February 2013, for the years 2013 to 2016.
According to the provisions in article 10.1 of the Articles of Association of Estoril-Sol, SGPS, SA, it was established, in accordance with and with respect for the legal provisions applicable, that: "The General Meeting is constituted by the shareholders that hold, at least, one hundred shares, provided that these shares have been registered or deposited in the Company's safes up to five days before the date booked for the General Meeting, or the shares have been deposited with a financial intermediary, if they are nominal shares, or registered in registered securities accounts, if they are nominal or registered shares, and the declaration that this is so is received in the Company by that date."
Within the terms of Article 10.3 of the Articles of Association, every hundred shares correspond to one vote.
Estoril-Sol articles of association or other instruments do not impose any maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any of the relations referred to in Article 20(1) of the CVM.
Whether upon the first or second call, decisions on statutory changes, merger, division, transformation or winding-up of the company, election of the Remuneration Committee and of the Advisory Board, suppression or limitation of the pre-emptive right in share capital increases and the appointment of company liquidators have to be approved by the majority of the votes corresponding to the share capital (article 13.3 of the Articles of Association).
The Estoril-Sol's model of governance is based on the traditional Portuguese model (also known as the "Latin model"), which comprises a Board of Directors, an Audit Board and a Statutory Auditor.
The rules applicable to the appointment and replacement of the members of the Board of Directors follow the imperative standards applicable, as well as the provisions in the Articles of Association. Within the terms of the Articles of Association of the Estoril-Sol, the administration of the Company is the responsibility of a Board of Directors comprising three to eleven directors, with an odd number thereof, shareholders or not, elected by the General Meeting.
The Articles of Association of the Estoril-Sol allow, within the terms of Article 392 of the CCC, for a minority that represents, at least, 10% of the share capital of the Company and that has voted against a winning proposal in the election of the Board of Directors, has the right to appoint a Director.
The General Meeting that elects the Board of Directors may appoint one of its members to perform the duties of the Chairman of the Board and one or two for Deputy Chairmen. If these are not appointed by the General Meeting, it is up to the directors to choose the Chairman of the Board of Directors and the Deputy Chairman/Chairmen from among themselves, and may replace them at any time.
Within the terms of the law, when the number of directors is increased during a mandate, or when a director is appointed by cooptation, the mandate of the new directors ends at the same time as those who are in office.
The mandate of the members of administration is for four years, where an election year is deemed to be a complete calendar year, and there is no restriction to directors' re-election.
Within the terms of Article 23 of the Articles of Association of the Company, the Board of Directors enjoys the broadest management powers, as it can decide on any matter pertaining to company management, namely regarding:
f. Proposals to the General Meeting for the provision of warranties and personal or real guarantees by the Company;
l. Deliberation on increases in share capital, on one or more occasions, up to an absolute maximum increase of one million six hundred thousand and twenty-one thousand and ninety-three Euros and seventeen cents, for contributions in cash, provided that, in compliance with imperative legal standards, the increase is intended to be subscribed by directors, company employees and other people or entities providing services pertaining to the same, to be identified under the terms and conditions decided in the General Meeting [article 5.2 of the Articles of Association, ex vi of line l) of Article 23.1 of the same document];
m. The appointment and dismissal of employees, and setting their salary or compensation, if applicable;
n. The constitution of representatives or attorneys and the revocation of mandates granted;
o. Representing the company, either directly or via representatives, either in or out of court, actively and passively, namely proposing, contesting and pursuing lawsuits, giving evidence, acquiescing or desisting, as well as assuming commitments in voluntary arbitration;
p. The exercise of company rights corresponding to its holdings in the capital of other companies;
q. The execution and bringing about of compliance with legal and statutory precepts and the decisions of the General Meeting;
r. Any other matter on which any director requests the deliberation of the Board.
In addition to the information provided in the previous point of this report (section 16), under this Paragraph 17 should be noted that the composition of the Board of Directors on December 31, 2015 was as follows:
Composition of the Board of Directors:
| Chairman: | Dr. Stanley Hung Sun Ho |
|---|---|
| Deputy Chairmen: | Dr. Mário Alberto Neves Assis Ferreira Dr. Patrick Wing Ming Huen |
| Members: | Dr. Ambrose Shu Fai So Mrs. Pansy CatIlina Chiu King Ho Sr. Choi Man Hin Eng. António José de Melo Vieira Coelho Dr. Vasco Esteves Fraga Dr. Jorge Armindo de Carvalho Teixeira Dr. Calvin Ka Wing Chann |
| Dr. Miguel António Dias Urbano de Magalhães Queiroz |
The members of the Board of Directors were elected in the General Meeting of 04th February 2013, for the years 2013 to 2016.
The members of the Board of Directors first election occurred in the year:
Under proposal of two members of the Board of Directors – as duly disclosed to the public – at the Board of Directors meeting of February 04th, 2013 an Executive Committee was created within the Board of Directors of the Society.
The current composition of the Executive Committee is as follows:
Chairman: Pansy Catilina Chiu King Ho,
Deputy-Chairman: Jorge Armindo Teixeira de Carvalho
Members: Vasco Esteves Fraga Calvin Ka Wing Chann
The members of the Executive Committee were elected for the years 2013 to 2016. By deliberation of the Board of Directors of February 04th, 2013 on the Executive Committee was delegated the management of the Company, with the broadest legally permitted and delegated powers, particularly the representation of the Company within the delegation.
From the non-executive members of the Board of Directors the following should be considered independent:
Dr. Mário Alberto Neves Assis Ferreira Sr. Man Hin Choi Engº António José de Melo Vieira Coelho
Has a long professional career as an entrepreneur linked to the Tourism, Gaming, Shipping and Real Estate sectors.
His main professional activities over the last five years in Portugal, Hong Kong and Macao, include the post of Chairman of the Board of Directors in the following companies: STDM, SA, Seng Heng Bank, Nam Van Development Company, Shun Tak-China ShippingInvestments Ltd., Melco International Development, Ltd., Aberdeen Restaurant Enterprises, Ltd., SJM - Sociedade de Jogos de Macau, SA, STDM - Investimentos Imobiliários, SA, FINANSOL, SGPS, SA, SGAL - Sociedade Gestora da Alta de Lisboa. SA and Estoril Sol, SGPS, SA.
He currently holds the post of Chairman of the Board of Directors of Estoril-Sol, SGPS, to which he was elected for the first time on 2 May 2006.
On 31 December 2015 he held 135,662 shares in the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree in accounting from the British Banking Institute.
His main professional activities over the last five years in China, Hong Kong, Macau and Portugal, include the post of Voting Member of the Board of Directors in the companies Industrial and Commercial Bank of China Ltd., CAM – Sociedade do Aeroporto Internacional de Macau, SARL, King Power Lojas Francas (Macau) SARL, MACAUPORT - Sociedade de Administração de Portos, SARL, FINANSOL, SGPS, SA,
Estoril -Sol, SGPS, SA, Estoril Sol, (III) Turismo, Animação e Jogo, SA and Varzim Sol – Turismo, Jogo e Animação, SA.
He currently holds the post of Deputy Chairman of the Board of Directors of Estoril-Sol, SGPS, to which he was first elected on 31 March 1995.
On 31 December 2015 he held 55,000 shares in the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree in law from Universidade Clássica of Lisbon as well as a degree in business administration from the Gestúlio Vargas Foundation in Rio de Janeiro. He is a Member of the Advisory Board of ISEG - Instituto Superior de Economia e Gestão (Institute of Higher Education in Economics and Management), Member of the Advisory Board of the Faculty of Economics and Business Sciences of Universidade Lusíada in Lisbon, as well as Member of the Advisory Board of the Graduate Degree in Tourism of the Universidade Lusófona de Humanidades e Tecnologias and Member of the Board of the School of the Faculty of Human Mobility.
In the last five years he has developed his professional activity as Chairman of Board of Directors in companies of the Estoril-Sol Group.
He currently holds the post of Deputy Chairman of the Board of Directors of Estoril-Sol, SGPS.
On 31 December 2015 he held 601 shares in the share capital of Estoril-Sol, SGPS, SA.
Has specific training in International Management, Marketing and International Studies from the University of Santa Clara and has a PhD in Business Management from the University of Johnson & Wales.
Her main professional activity in recent years, specifically in Portugal, Hong Kong and Macau, includes the position as Director of MGM Grand Paradise, SA, of Shun Tak Holdings Limited, of STDM – Sociedade de Turismo e Diversões de Macau, SA., of Macau Tower Convention & Entertainment Centre, of Air Macau Company Limites, of Estoril Sol, SGPS, SA, of SGAL – Sociedade gestora da Alta de Lisboa, SA and Posse – SGPS, SA.
She currently holds the position of Member of the Board of Directors of Estoril-Sol, SGPS to which she was appointed on 31 May 2010, by cooptation, in replacement and upon the decease of Sr. António José Pereira.
On 31 December 2015 she held no shares in the share capital of Estoril-Sol, SGPS, SA.
Has a P.H.D. in Management from the University of Hong Kong.
His professional activities over the last five years in China, Hong Kong, Macau and Portugal, most notably include the post of Chairman of the Board of Directors in Tianjin Hexin Development Co., Ltd., MACAUPORT - Sociedade de Administração de Portos, SARL and Voting Member of the Board of Directors in Tonic Industries Holdings Ltd, SJM Holdings Ltd, Shanghai Hongyi Real Estate Development Co. Ltd, Sociedade de Empreendimentos NAM VAN, SARL, Sociedade de Jogos de Macau, SA, STDM - Investimentos Imobiliários, S.A., Finansol, SGPS, SAand Estoril-Sol, SGPS, SA.
He currently serves as a Voting Member of the Board of Directors of Estoril-Sol, SGPS, to which he was first elected on 10 March 1998.
On 31 December 2015he held 50,000 shares in the share capital of Estoril -Sol, SGPS, SA.
Has specific training in Casino management, Las Vegas.
In the last five years he has developed his professional activity as Voting Member of the Board of Directors in companies of the Estoril Sol Group.
He currently serves as a Voting Member of the Board of Directors of Estoril-Sol, SGPS, to which he was first elected on 31 March 1995.
On 31 December 2015 he held 527 shares in the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree in Finance from the Instituto Superior de Economia (Higher Institute of Economics). In the last five years he has developed his professional activity as Voting Member of the Board of Directors in companies of the Estoril Sol Group, and as a member of the General Audit Board of the Banco Comercial Português (Millennium BCP). He is currently director of SGAL – Sociedade Gestora da Alta de Lisboa, SA.
He currently serves as a Voting Member of the Board of Directors of Estoril-Sol, SGPS, to which he was first elected on 2 May 2006.
On 31 December 2015 he held 608 shares in the share capital of Estoril- Sol, SGPS, SA.
Has a graduate degree in Radiotechnology from Escola Náutica Infante D. Henrique (Shipping School). In the last five years he has developed his professional activity as Voting Member of the Board of Directors in companies of the Estoril Sol Group.
He currently serves as a Voting Member of the Board of Directors of Estoril-Sol, SGPS, to which he was first elected on 24 April 2000.
On 31 December 2015 he did not hold any shares in the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree in economics from the Faculty of Economics of the University of Porto, where he lectured from 1976 to 1992.
His professional activities over the last five years include the post of Chairman of the Board of Directors in several companies, among them Amorim – Entertainment e Gaming International, SGPS,SA, Amorim Turismo, Serviços Gestão, SA, Edifer Angola, SA, Iberpartners – Gestão e Reestruturação de Empresas, SA, Troia Peninsula Investimentos, SGPS, SA and Estoril Sol, SGPS, SA.
He has been a Voting Member of the Board of Directors of Estoril-Sol, SGPS, SA since 31 January 2006. At the end of 2015 he did not hold any shares in the share capital of Estoril-Sol, SGPS, SA
Born in 1962.
Graduate in Civil Engineering from the University of Westminster in London.
Certified member of Chartered Association of Certified Accountants (ACCA).
Worked in London at Halcrow Fox & Associates and Leigh Philip & Partners, Chartered Accountants.
He has been a Voting Member of the Board of Directors of Estoril-Sol,SGPS,S.A since 04th February 2013. At the end of 2015 he holds 1,000 shares in the share capital of Estoril-Sol, SGPS, SA
GOVERNANCE REPORT
Law Degre from the Universidade Católica Portuguesa, Lisbon, in 1986. Lawyer admitted to the Bar Association in Portugal since 1987. Admitted to the Lawyers Association of Macau (Founder – 1987). Admitted as Private Notary in Macau (1991). Legal Advisor at Lisbon City Hall from 1985 until 1987. Partner and Attorney at Soc. de Advogados RC, Lawyers – Macau 1987 until 1996. Since 1996 he has been member of the Board of Directors of STDM – Departamento de Investimentos, - Portugal, as well as other companies from STDM Group in Portugal. He has been a Voting Member of the Board of Directors of Estoril-Sol,SGPS,S.A since 04th February 2013. At the end of 2015 he did not hold any shares in the share capital of Estoril-Sol, SGPS, SA
The Company is not aware of any family, professional or commercial, customary and meaningful relationships between members of the Board of Directors of the Company and any qualified shareholder of the Company.
Taking into consideration the reduced size of the Company, there is no division of duties between the members of the corporate offices and departments of the Company, specifically the distribution of areas of responsibility among the members of the Company's Board of Directors.
The competences of the management and Audit Boards, as well as of the committees and/or departments of the Company are those that are defined in the Articles of Association, there being no complex model of internal organization with regard to the day-to-day management of Estoril-Sol, neither is there any distribution of areas of responsibility by the members of the Board of Directors.
Within the scope of its activity of managing of shareholdings, the Board of Directors has a small Administrative Support Service.
Below, we will introduce the organization chart of the governing bodies of Estoril Sol:
The Internal Regulation of the Board of Directors and Executive Committee of the Board of Directors are available for consultation at the Company's website www.estoril-solsgps.com
The Board of Directors meets on a regular basis, and that regularity is, in principle, once monthly, and always whenever there are issues that justify convening it.
Boards occur in conformity with a previously set schedule and their work agendas are previously given out to all members of the Board, as well as their minutes and supporting documents.
Given the specific composition of the Board of Directors of the Company, meetings of the Board of Directors have been held by telematic means.
The Board of Directors met twelve (12) times in 2015.
| Member | Attendance Representation | Attendance percentage (a) |
|
|---|---|---|---|
| Stanley Hung Sun Ho | 0 | 0 | 0% |
| Mário Alberto Neves Assis Ferreira | 12 | 0 | 100% |
| Patrick Wing Ming Huen | 0 | 0 | 0% |
| Pansy Catilina Chiu King Ho | 6 | 0 | 50% |
| Ambrose Shu Fai So | 0 | 0 | 0% |
| Man Hin Choi | 12 | 0 | 100% |
| António José de Melo Vieira Coelho | 12 | 0 | 100% |
| Vasco Esteves Fraga | 12 | 0 | 100% |
| Jorge Armindo de Carvalho Teixeira | 12 | 0 | 100% |
| Calvin Ka Wing Chann | 12 | 0 | 100% |
| Miguel António Dias Urbano de Magalhães Queiroz | 12 | 0 | 100% |
(a) Percentage with reference to attendance
The Executive Committee did not met autonomously during the year 2015.
Estoril-Sol, SGPS, S.A. is a holding company with operations managed by its subsidiaries, mainly related with gaming concessions operated by "Estoril-Sol (III). Turismo, Animação e Jogo S.A." and "Varzim-Sol – Turismo, Jogo e Animação, S.A.". These subsidiaries have their own management structure, Executive Committees which meet on average every two weeks, and on which the current management of operations has been delegated by the respective Board of Directors. Two members of Estoril-Sol, SGPS, S.A. Executive Committee are also members of the Executive Committee of these subsidiaries.
The Remuneration Committee is within the Estoril Sol SGPS, SA, the appropriate body to appraise the performance of the Board of Directors Executive Committee members.
The performance of executive directors is taken in accordance with the following guiding principles:
From the point of view of the needs of the Company, ordinary and / or extraordinary, the members of the Board have always shown full dedication and availability.
Notwithstanding, it should be noted that each of them occupies the following positions in other entities:
-
Chairman of the Board of Directors:
| - | SGAL - Sociedade Gestora da Alta de Lisboa, S.A. |
|---|---|
| - | STDP - Soc. Transnacional Desenvolvimento de Participações, SGPS, S.A. |
| Member of the Board of Directors: | |
| - | Guinor - Companhia de Desenvolvimento Imobiliário, SGPS, S.A. |
Chairman:
Chairman:
-
Within the Group Estoril-Sol
Chairman of the Board of Directors:
Member of the Board of Directors
In Macau
Within the Group Estoril-Sol
Chairman of the Board of Directors:
Within the Group Estoril-Sol
Member of the Board of Directors:
Chairman of the Board of Directors
Chairman of the Board of Directors:
In China
-
Within the Group Estoril-Sol
In Portugal:
In Portugal:
Member of the Board of Directors:
In Macau:
-
Member of the Board of Directors:
In Hong Kong:
Chairman of the Board of Directors
Within the Group Estoril-Sol
Member of the Board of Directors:
Outside the Group Estoril-Sol
Within the Group Estoril-Sol
Member of the Board of Directors:
Member of the Board of Directors:
Within the Group Estoril-Sol
Member of the Board of Directors:
Member of the Board of Directors:
Within the Group Estoril-Sol
Member of the Board of Directors:
Within the Group Estoril-Sol
GUINOR Companhia de Desenvolvimento Imobiliário, SGPS, S.A.
IMAPEX, Sociedade de Construções e Investimentos Imobiliários, S.A.
Within the Group Estoril-Sol
Member of the Board of Directors
Member of the Board of Directors:
-
Chairman of the Annual General meeting:
In Macau Member of the Audit Board:
In addition to the Executive Committee the Company has not created any specialized committee within the Board of Directors or Supervisory. As noted above, the Board of Directors appointed an Executive Committee composed by four of its members.
The current composition of the Executive Committee is as follows:
Chairman: Pansy Catilina Chiu King Ho
Deputy-Chairman: Jorge Armindo Teixeira de Carvalho
Members: Vasco Esteves Fraga Calvin Ka Wing Chann
The members of the Executive Committee were elected for the years 2013 to 2016.
Not applicable to the Company since it has no specialized committee within the board of directors.
The supervision of Estoril-Sol is the responsibility of a Audit Board comprising three to five effective members and one or two alternates, respectively, shareholders or not, and to a Statutory Auditor or Firm of Statutory Auditors which is not a member of the Audit Board.
The members of the Audit Board, in functions at December 31st, 2015, were elected in the General Meeting of 04th February 2013. The mandate of the members of the Audit Board is for four years, where an election year is deemed to be a complete calendar year, and there is no restriction to their re-election.
The Audit Board decides with a simple majority of its members, who all have equal voting rights, and decisions are taken by a majority of the votes.
Composition of the Audit Board:
| Chairman: | Dr. Mário Pereira Pinto |
|---|---|
| Members: | Dr. António José Alves da Silva |
| Dr. Manuel Martins Lourenço | |
| Alternate: | Dr. Armando do Carmo Gonçalves |
Lampreia, Viçoso & Associado, SROC. No. 157 - Represented by José Martins lampreia, Statutory Auditor no. 149. The external auditor was elected for four years in the General Meeting of 04th February 2013, upon the proposal of the Audit Board.
The members of the Audit Board of the Estoril-Sol comply with the rules of incompatibility set out in paragraph 1 of Article 414.-A and meet the criteria of independence set out in Article 414.5, both of the CCC.
Has a graduate degree in Economics from the Faculty of Economics of the University of Porto 1970/75; completed the "Advanced Management Program" from the INSEAD-Fontainebleau, France – 1989. Was elected as a member of the Audit Board of the Company in the Annual General Meeting of 2004 and was re-elected in the General Meeting of 04th february 2013.
On 31 December 2015 he held no shares of the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree in Finance from the Instituto Superior de Economia de Lisboa (Lisbon Higher Institute of Economics); has a master's degree in Economics and Management in Sc. & Technology from the ISEG in Lisbon; a Chartered Accountant since 1988.
Elected as member of the company's Audit Board in the Special Meeting in 2007, and re-elected in the General Meeting in 04th February 2013.
On 31 December 2015 he held no shares of the share capital of Estoril-Sol, SGPS, SA.
Has a Baccalaureate in Accounting. A Chartered Accountant since 1974.
Elected as member of the company's Audit Board in the Special Meeting in 2007, and re-elected in the General Meeting in 04th February 2013.
In the last 5 years, he served as the Chartered Accountant for the following companies: BJH, S.A; Bonafarma, S.A.; Bruno Janz, S.A.; Equiconsulte, S.A.; Jaba Farma, S.A.; Jaba Farmacêutica, S.A.; Jaba SGPS, S.A.; Monte da Pouca Farinha, S.A.; Novamed, S.A.; Proemba, S.A.; Sociedade Imobiliária – Qtª da Barreta, S.A.
On 31 December 2015 he held no shares of the share capital of Estoril-Sol, SGPS, SA.
Has a graduate degree from the Lisbon Faculty of Law, 1983/84. Holds a graduate degree in Finance from the ISCEF-Lisbon, in 1967/68. Has a master's degree in Company Management in the field of Accounting and Financial Control from the Universidade Autónoma de Lisboa. Took part in several international congresses and meetings on auditing, accounting and management. A Chartered Accountant since 1997. Since 1990, an accounting professor at the ISCAL, with the category of Associate Professor. University Professor.
Elected as member of the company's Supervisory Board in the Special Meeting in 2007, and re-elected in the General Meeting in 04th February 2013.
On 31 December 2015 he held no shares of the share capital of Estoril-Sol, SGPS, SA.
The operating rules of the Audit Board are defined in the Articles of Association of the Company (Chapter V - Article 25 to 28) and can be found on the Website (www.estoril-solsgps.com).
The Audit Board meets whenever it is considered that there is an issue that warrants a meeting, with meetings being held at least once per quarter.
Meetings occur in conformity with the decision of the Chairman with minutes being drawn up of all the meetings.
The Audit Board met 8 times during 2015.
| Attendance | |||
|---|---|---|---|
| Member | Attendance Representation | percentage (a) | |
| Mário Pereira Pinto | 8 | 0 | 100% |
| António José Alves da Silva | 8 | 0 | 100% |
| Manuel Martins Lourenço | 8 | 0 | 100% |
(a) Percentage with reference to attendance
All members of the Audit Board of the Company demonstrated, consistently, its willingness to exercise their functions, having appeared regularly at board meetings and participated in its work.
Outside the Group Estoril-Sol
Chairman of the Board of Change Partners, SCR, SA Chairman of the Board of Change Partners, SGPS, SA Chairman of the Board of Hottrade, S.A. Chairman of the Board of Fluidinova, S.A.
Non-executive director of BA - Glass, SA Director of CEV - Consumo em Verde, S.A.
Outside the Group Estoril-Sol
Statutory Auditor of the Company Sogapal - Sociedade Gráfica da Paiâ, S.A. Statutory Auditor of the Company Octapharma - Distribuição de produtos farmacêuticos. S.A. Statutory Auditor of the Company Salsicharia Estromocense, Ld.ª Statutory Auditor of the company PREBUILD, S.A.
Outside the Group Estoril-Sol
Statutory Auditor in Equiconsulte, S.A Statutory Auditor in Interlago, S.A Statutory Auditor in L.D.R., S.A. Statutory Auditor in LMGL, S.A Statutory Auditor in LMGT, S.A Statutory Auditor in Monte da Espinheira, S.A. Statutory Auditor in Neves Tavares & Irmãos, S.A. Statutory Auditor in Predial da Avessada, S.A. Statutory Auditor in Simares, S.A. Statutory Auditor in Soc. Agrícola - Qt.ª da Barreta, S.A. Statutory Auditor in Tavares & Cº - Cortiças, S.A.
Outside the Group Estoril-Sol
Statutory Auditor in Egor Portugal, S.A. Statutory Auditor in Matur - Empreendimentos TS.A. Statutory Auditor in Limpac Corporation Statutory Auditor in Tecnovia, S.A. Statutory Auditor in Iconomatro - Madeiras e Derivados, S.A.
The Statutory Audit Board is responsible for the approval of additional audit services to the Statutory External Auditor.
The Audit Board has the powers and is subject to the duties established at law and in the Articles of Association of Estoril-Sol, and may perform all the acts of verification and inspection that it considers convenient for the fulfilment of its obligations of supervision, and is particularly responsible for:
Lampreia, Viçoso & Associado, SROC. No. 157 - Represented by José Martins lampreia, Statutory Auditor no. 149. The external auditor was elected for four years in the General Meeting of 04th February 2013, upon the proposal of the Audit Board, for the years 2013 to 2016.
The Company has not established periods of rotation of the external auditor in the Articles of Association or in other legal instruments.
The Statutory Auditors additionally provides to the Company, the services of external auditors.
The Company's External Auditor is, in compliance with the article 8 of the Portuguese Securities Code, Lampreia, Viçoso & Associado SROC. No. 157 - Represented by José Martins Lampreia, Statutory Auditor no. 149.
The external auditor was elected for four years in the General Meeting of 04th February 2013, upon the proposal of the Audit Board, for the years 2013 to 2016.
Even assuming that it remains the same Auditor (SROC) to provide external audit services for more than three terms, it should be noted the following:
There is no permanence in the representative partner of the SROC that effectively and specifically, has ensured the audit services to the Estoril-Sol, which was nominated in 2013 for a term of only four years;
Is guaranteed the independence of the Auditor by modifying the representative partner of the SROC;
The specific activity of Estoril-Sol require from their service providers, including the Auditor, justifying specific and technical knowledge which make it advantageous to not spin:
Auditor rotation will cause an increase in costs that is considered disproportionate to the ad vantages that this rotation could mean.
however, the Company. is aware about the auditors turnover in accordance with the new statute of the Order of Chartered Accountants (SROC).
Please see point 43 above from this same report.
According to the model of the corporate governance, the election or removal of the Statutory Auditor / External Auditor is decided at the General Assembly upon the proposal of the Audit Board.
The Audit Board undertakes an annual overall assessment of the External Auditor in which includes an assessment of their independence.
During the year ended December 31st, 2015 were not performed by the external auditor other works than audit work.
In 2015 the said Statutory Auditor earned 21,000 Euros for the services provided exclusively to Estoril-Sol, SGPS, S.A.
For the services provided to Estoril-Sol group of companies, the remuneration amounted to a total of 71.000 Euros, detailed below:
The alteration of the Articles of Association of the Company is subject to the imperative rules of the law such as those set out in the Articles of Association.
Besides the specific rules in the Articles of Association of the Company with regard to special reserves for the incorporation and increase of capital – article 31 – there are no other specific rules that relate to the alteration of the Articles of Association, where the general regime of the CCC applies.
Subsidiary companies that are gaming concessionaries are subject to supervision by the Serviço de Inspecção de Jogo do Turismo de Portugal, I.P., to which it is mandatory to notify any irregularities found, as part of their operations. However the Company intends to formalize a policy for the reporting of irregularities that it will disclose in good time.
Estoril-Sol considers to be of great importance and relevance the implementation of internal control systems. This results, essentially, from the relevance of the sector in which operate the major subsidiaries of the Company. The companies of the Group, aiming to prevent and minimize the risk inherent to their economic activities, have specialised technical services of supervision and control, responsible for the strict fulfillment of the standards of physical safety of customers, employees and installations and also compliance with the legislation that regulates the Gaming activity in Portugal, and it should be pointed out that Portuguese Casinos are subject to the permanent supervision by the State through the Gambling Inspection Service of the Instituto de Turismo de Portugal I.P.
The management of economic and financial risk of the Company and its business associates is continuously monitored by the Board of Directors collaboration with the Operational Management, Security and CCTV Directors, and with the Planning and Control Department.
The board of Directors has been promoting the necessary and appropriate conditions to enable effective monitoring of the management of risks inherent in the Company and Subsidiaries Companies of Estoril-Sol Group, as well as the internal control system, and maintains regular monitoring on the work done.
The Audit Board evaluates the effectiveness of internal control and risk management systems.
Please see answer to the previous point (Point 50) of this Report.
Please see answer to the previous point (Point 50) of this Report.
Within the scope of its activity of managing of shareholdings, Estoril-Sol, as the holding company of the Estoril-Sol Group, assumes various kinds of risk that arise namely from the gaming concessions, these being the following: Business risks, Contractual risks, Physical risks, Financial and currency exchange risks.
Business Risk:
The associated companies Estoril Sol (III) – Turismo, Animação e Jogo, S.A. and Varzim Sol – Turismo, Jogo e Animação, S.A. operate gaming concessions in Casinos. In the last few years, this Sector of activity has been experiencing increased technological growth, particularly focused on slot machines, which requires the ongoing renewal of the product range. The Group's concessionaries systematically keep up with this growth, by visiting manufacturers, taking part in international specialty trade shows and regularly investing in new equipment under the close watch of the Board of Directors of Estoril-Sol.
Pursuant to the concession contracts, the Portuguese State grants concessionaries exclusive rights to gambling and operations of games of chance, in exchange for high initial payments and high annual tax rates. Nevertheless, the Portuguese State has proven to be unable to regulate its citizens' access to countless online casinos that abound today and which constitute a growing factor of unfair competition, both because they account for a significant increase in illicit supply and because they constitute a flagrant source of tax evasion.
The Estoril Sol Group will continue to call the Portuguese Government's attention, both directly and through the Portuguese Association of Casinos, to the need to take legislative measures to prevent this situation, following the example of significantly effective measures taken in the USA and in Norway, thereby ensuring compliance with commitments pertaining to the exclusive right to gaming operations, as contractually assumed between the State and the concessionaires.
These commitments, with regards to the subsidiaries Estoril-Sol (III) and Varzim-Sol, are imposed on us and are interpreted far beyond strict compliance with the regulatory framework of gaming concessions, as they are reflected in a broader framework of preventive initiatives of a social nature.
Concessions for operations in gambling and games of chance in the gaming areas of Estoril and Póvoa de Varzim are operated within the normative context of the contractual and legal framework of the corresponding concession contracts and of the specific legislation governing the sector of gaming activities at casinos, as they are subject to permanent inspection by the State, via the Serviço de Inspecção de Jogo do Turismo de Portugal, I.P..
For its part, the Estoril Sol Group constantly monitors all of its operations in order to guarantee strict compliance with the law.
The Group's Companies, which aim to prevent and minimize the risk inherent to its economic activities, have specialized technical surveillance services that are responsible for strict compliance with standards that govern the physical safety of clients, employees and facilities.
With cooperation from an external body, we periodically conduct risk analyses of instituted procedures and of the physical safety of assets, with the implementation of corrective actions for the risks identified.
The significant investments that the Group companies have made in the last few years as a result of the extension of concession contracts, with an initial payment pertaining to Lisbon Casino as well as investments which are regularly made for reasons pertaining to renewal, modernization and expansion of the Casinos, have involved increased indebtedness which, combined with the changes in market interest rates, resulted in increased financial costs and a potential liquidity risk.
Depending on the operating funds that are freed up, it is felt that the financial risk to which the associated undertakings are exposed is minimal, and the same understanding has prevailed in the examination carried out by financial institutions, as shown by the fact that assets guarantees are dispensed with for operations under contract.
Portuguese legislation forbids casino concessionaries from granting credit to gaming activities, and so, in this regard, Group Companies are not exposed to credit risk. Other revenue from restaurant and entertainment activities, which account for only 1.0% of revenue, therefore represents insignificant exposure.
Every medium-term operation is carried out in Euros, and a few imports with 30-day credit are exceptionally conducted in US Dollars, and so the Company has only minimal exchange rate exposure.
Please see answer to the previous point (Point 50) of this Report.
One of the main duties of the Board of Directors of Estoril-Sol together with the respective governing bodies from the major subsidiaries of the Company, is to ensure the right conditions for the preparation and disclosure of the Group Financial Information, while ensuring: reliability, transparency, consistency and accuracy of the financial information prepared and disclosed. Among the key elements of the internal control systems implemented by the Company related with the preparation and disclosure of financial information, we highlight the following:
The Statutory Auditor and External Auditor perform an annual audit and half year limited individual and consolidated financial statements ;
The representative for market relations, whose contact details are in the following section should be contacted
As at December 31st, 2014 the company representative for market relations was Mr. Luís Pedro Matos Lopes, whose contact details are:
Av. Clotilde, n.º 331 2765-237 Estoril Tel. 214667873 Fax. 214667963 Email: [email protected]
Being the information request so rare, the representative for market relations ensures a prompt answer to all requests for information that are formulated.
The Company has available to investors a place on the Internet (www.estoril-solsgps.com) through which discloses financial information relating to its individual and consolidated operations and commercial "links" to the "sites" of its associated companies, Estoril Sol (III ) and Varzim Sol
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: - Company identification.
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: - Company / Articles of Association.
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: - Company / Governing Bodies.
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: – Financial Reports and Accounts.
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: - Disclosures / General Meetings.
This information is available on the Internet site (www.estoril-solsgps.com), the following menu: - Disclosures / General Meetings.
Within the terms of Article 34 of the Articles of Association, the Remuneration Committee of the Estoril-Sol comprises three members (shareholders or not), elected by the General Meeting. The remuneration of the members of the corporate offices will be established by the Remuneration Committee, which shall consist of fixed amounts and/or percentages on profits from the fiscal year not occurring on distributions of reserves or on any non-distributable part of such profits, and, overall, such percentages may not exceed eleven percent for the Board of Directors and two percent for the Audit Board.
Similarly, it is for the Remuneration Committee establishing remuneration in cases where there is due and, members of the General Meeting.
Within the terms of Article 34 of the Articles of Association, the Remuneration Committee of the Estoril-Sol comprises three members (shareholders or not), elected by the General Meeting of 04th February 2013 for the years 2013 to 2016.
At December 31st, 2015, the Remuneration Committee comprises the following shareholders:
The experience and qualifications of the members of the Remuneration Committee are mirrored in the curricula, as points 19 and 26 above, this same report.
The remuneration policy of the management and supervisory bodies was subject to approval in the General Meeting of 21 May 2013. The proposal on the policy of remuneration was unanimously approved by those present (shareholders who owned 90,47% of the share capital were present or duly represented).
The text that was subject to shareholder approval in the said General Meeting, which was point 6 on the agenda, is transcribed below.
The policy of remuneration of the members of the management and supervisory bodies of Estoril Sol, SGPS, S.A. seek to promote the long term alignment of the interests of the members of these bodies with the interests of the Company. The principles to be observed in setting the remunerations are the following:
The functions actually performed by each of the members and the responsibilities that are associated to them in a substantive and not merely formal sense should be taken into consideration.
The appraisal of the functions effectively performed should be based on a variety of criteria including responsibility, experience required, technical requirements of the functions, availability, institutional representation, time dedicated, value added of certain kinds of intervention.
Within the framework of the assessment and classification of functions to establish remuneration, the functions performed in companies controlled by Estoril Sol SGPS, S.A. and any remuneration received from them are also analysed.
The economic situation of the Company should be taken into consideration, as well as the long-term interests and real growth of the Company and the creation of value for shareholders.
The setting of the remuneration of the members of the management and supervisory bodies of the Company should take into consideration the competitiveness of the framework of remuneration proposed. In fact, only within this framework is it possible to attract and retain competent professionals, with a level of performance appropriate to the complexity and responsibility of the duties assumed.
The setting of the remuneration of the members of the management and supervisory bodies should use the remuneration on offer in companies of the gaming sector and companies listed on the EuronextLisboa, of an equivalent size to that of Estoril Sol, SGPS, S.A. as a reference.
1. The concrete options for the remuneration policy that we submitted to the appreciation of the shareholders of the Company are the following:
1.1. Board of Directors The remuneration of the remunerated members of the Board of Directors of Estoril Sol, SGPS, SA comprises a fixed amount paid 14 times per year.
1.2. Audit Board
The remuneration of the members of the Audit Board of Estoril Sol, SGPS, SA also comprises a fixed amount established in accordance with the normal market practice and prices for this type of service, paid 14 times per year. 1.3. Statutory Auditor
The Statutory Auditor of the Company has an annual remuneration that is also fixed, established in accordance with the normal market level of fees for this type of service.
Estoril, 27 April 2013
The Remuneration Committee"
The structure of the Board of Directors remuneration and basis for determining it are those contained in the remuneration policy approved at the General Meeting of May 21st, 2013 and transcribed in the previous point (Point 69) of this report.
The remuneration of the executive directors may include, but this has not been the case, a variable component, within the terms of Article 34 of the Articles of Association of the Company. The variable component depends on the desire manifested in the General Meeting by the shareholders.
Not applicable in the case of the Company, please see answer provided in the previous point (Point 71) of this Report.
The remuneration of the members of the corporate offices will be established by the Remuneration Committee, which shall consist of fixed amounts and/or percentages on profits from the fiscal year not occurring on distributions of reserves or on any non-distributable part of such profits, and, overall, such percentages may not exceed eleven percent for the Board of Directors and two percent for the Audit Board.
Not applicable in the case of the Company, please see answer provided in the previous point (Point 73) of this Report
The parameters and reasoning concerning annual bonuses are foreseen in the remuneration policy, detailed in point 69 of this same report.
By the Articles of Association approved in the General Meeting of 29 May 1998, Estoril Sol, SGPS, SA again confirmed, in article 36, the right to a retirement pension paid by the company to the former directors who had already retired, based on the previous article 25 of the Articles of Association that were then altered, and the same rights and benefits as those of directors, in office at that time, who had or would have then completed ten years of service – after entering retirement - rights and benefits to be regulated in a contract to be agreed between the Company and these directors.
Besides the pensions that arise from commitments assumed with retired directors, with regard to the others, accounting principles require provisions to be set up, notwithstanding the fact that this is not a constituted right, whether this be definitive or provisional. On this basis, Estoril Sol, based on an actuarial study updated each year, has reflected a provision in its accounts which on 31 December 2015 was 836,022 Euros, equal to the liabilities assumed in the case of the directors who had already retired, who receive an annual retirement pension broken down individually as follows: José Teodoro Telles 52,374.00 Euros. An identical provision is set up for 2,686,000.00 Euros to cover the future retirement pensions already contracted with Mário Assis Ferreira, Patrick Huen, Ambrose So and Man Hin Choi, who, when they retire, will receive an annual pension amount equivalent to that of the retired directors mentioned above.
Among do companies of the Group, the following pension rights of some Directors were reinforced, resulting from the execution of the retirement insurance policies taken out for the purpose: - Calvin ka Wing Chann 162,745 Euros
The members of the Board of Directors only received fixed remuneration in 2015, for the global amount of 105,000 Euros, broken down as follows:
| Member | Office | Fixed Remuneration |
Variable Remuneration |
Total |
|---|---|---|---|---|
| Pansy Catilina Chiu King Ho | Member of Board of Directors | 52.500,00 | 0,00 | 52.500,00 |
| Jorge Armindo de Carvalho Teixeira | Member of Board of Directors | 52.500,00 | 0,00 | 52.500,00 |
| TOTAL (€) | 105.000,00 |
The members who comprise the boards of various operational companies of the Estoril Sol Group received overall remunerations paid by other companies in a control or group relationship amounting to a total of 2,353,000 Euros, broken down individually as follows:
| Fixed | Variable | |||
|---|---|---|---|---|
| Member | Office | Remuneration | Remuneration | Total |
| Mário Alberto Neves Assis Ferreira | Chaiman of the Board of Directors | 400.000,00 | 0,00 | 400.000,00 |
| Man Hin Choi | Board of Directors | 248.000,00 | 0,00 | 248.000,00 |
| Pansy Catilina Chiu King Ho | Board of Directors | 52.500,00 | 0,00 | 52.500,00 |
| António Jodé de Melo Vieira Coelho | Board of Directors | 400.000,00 | 0,00 | 400.000,00 |
| Vasco Esteves Fraga | Board of Directors | 400.000,00 | 0,00 | 400.000,00 |
| Calvin Ka Wing Chann | Board of Directors | 400.000,00 | 0,00 | 400.000,00 |
| Miguel António Dias Urbano de Magalhães Queiroz Board of Directors | 400.000,00 | 0,00 | 400.000,00 | |
| Jorge Armindo de Carvalho Teixeira | Board of Directors | 52.500,00 | 0,00 | 52.500,00 |
| TOTAL (€) | 2.353.000,00 |
Among do companies of the Group, the following pension rights of some Directors were reinforced, resulting from the execution of the retirement insurance policies taken out for the purpose: - Calvin Ka Wing Chann 162,745 Euros
It has not been paid by the Company to members of the Governing Bodies any remuneration on profit sharing or bonuses.
It has not been paid by the Company to former executive directors any compensation following loss of office.
The members of the Audit Board only received fixed remuneration in 2015, for the global 56,000 Euros, broken down as follows:
In 2014, the said Statutory Auditor earned 70,100 Euros from the Companies of the Group, by way of fees relating to the legal auditing of accounts, and did not provide services of any other kind. (Point 47 of this same report)
In 2015, the said Statutory Auditor earned 21,000 Euros for the services provided exclusively to Estoril-Sol, SGPS, S.A.
For the services provided to Estoril-Sol group of companies, the remuneration amounted to a total of 71.000 Euros, detailed below:
21.000 Euros services provided to Estoril-Sol, SGPS, S.A.;
50.000 Euros services provided to Estoril-Sol, SGPS, S.A. subsidiaries;
The annual remuneration of the Chairman of the Board of the Shareholders' General Meeting is € 5000 Euros, was set by the Remuneration Committee as Act No. 24 of June 6, 2007.
There are no agreements in place that establish amounts to be paid in case of dismissal without due cause, without prejudice to the applicable legal provisions.
84. Reference to the existence and description, stating the sums involved, of the agreements between the company and members of the Board of Directors, providing for compensation in case of dismissal without due cause or termination of the employment relationship, following a change of control of the Company
There are no agreements made between the company and members of the Board of Directors, that provide for compensation in cases of dismissal, unfair dismissal or termination of employment following a change in Company control.
There are no share attribution plans or stocks options within the Company.
Not applicable. See previous point (85)
Not applicable. See previous point (85)
Until 31st December, 2015 it has not been foreseen any system of employee participation in the Company's Capital
During 2014, no business was conducted between the company and the members of its administrative and supervisory bodies, holders of qualifying holdings or companies that are controlled by or grouped under the Company.
Please see answer to previous point (89)
91. Description of the procedures and criteria for intervention of the Statutory Audit Board for the purpose of preliminary assessment of the business carried out between the Company and holders of qualified shareholdings or entities that are in a relation with them, under the terms of article 20 of the Portuguese Securities Code
During 2014, no business was conducted between the company and holders of qualifying holdings or entities that are in any group or control relationship with them, within the terms of Article 20 of the SC.
There have been no material business with holders of qualifying holdings or entities that are in a relationship with them. For that reason there was not the need to obtain a prior opinion of the Audit Board for this purpose. With regard to the procedures and criteria required to define the relevant level of significance of these deals and other conditions for intervention, taking into account the specificities of Estoril-Sol, namely its shareholder structure, there was not until now the formalization of these procedures and conditions, nevertheless all business of the company, regardless of its relevance, take the necessary safeguard of all Estoril-Sol shareholders' interests.
The relevant information about the business with related parties can be found in note 21 of the Notes to the individual accounts of the Company, available on the Company website (www.estoril-solsgps.com) and also on the official website of the Committee on Securities Market (www.cmvm.pt).
Pursuant to Regulation no. 4/2013 of the Securities and Exchange Commission (CMVM) on the governance of listed companies, it is mandatory for these companies to prepare a governance report in order to provide information to the market on corporate governance practices.
Estoril-Sol, SGPS, SA, ("Estoril-Sol" or "Sociedade"), being a commercial company admitted for public trading, is subject, not only to the general rules of the Commercial Companies Code (CCC), but also and specifically, to the Securities Code (SC) and also the regulations issued by the supervisory authorities of regulated markets, besides all the legislation and other applicable regulations.
The Company prepares this governance report, by reference to the year ended on 31st December 2015, in fulfillment of the legal requirements of article 245-A of the SC and regulations of Regulation no. 4/2013 of the CMVM. This report on the governance of the Company represents a description of the corporate structure of Estoril-Sol and of its corporate practices, with the aim of providing information to the market on the scope of the policy of transparency that Estoril-Sol has been practicing over the years.
Besides the obligatory disclosure on the site of the CMVM (www.cmvm.pt), Estoril-Sol keeps its institutional website (www.estoril-solsgps.com) fully operational, disclosing relevant information on corporate matters to investors and to the public in general.
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| I.1. Companies shall encourage shareholders to attend and vote at general meetings, namely by not setting an excessively large number of shares required for having the right to one vote, and by implementing the means necessary to exercise the voting right by post and electronically |
Recommendation partially adopted. |
Postal voting is allowed within the terms of Article 10.5 of the Articles of Association. Within the terms of Article 10.3 of the Articles of Association of Estoril-Sol, each hundred shares corresponds to one vote. Voting by electronic devices is not foreseen. |
Please see point 12 of this report. |
| I.2. Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including setting a resolution fixing quorum greater than that required by law |
Recommendation not adopted |
In fact, article 13, no. 3 of the Articles of Association require a bigger deliberating quorum than that contemplated at law for the election of the Remuneration Committee and of the Advisory Board, given that we are dealing with deliberations concerning the election of strategic offices, which in fact are very close to the Board of Directors |
|
| I.3. Companies shall not establish mechanisms that might cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share, unless duly substantiated in terms of long term interests of shareholders. |
Recommendation adopted. |
No such mechanisms have been adopted or established |
|
| I.4. The company's articles of association that provide for a limitation to the number of votes that may be held or exercised by a sole shareholder, either individually or in agreement with other shareholders, shall also foresee that, at least every five years, the maintenance of such bylaw provision shall be subject to a resolution at the General Meeting – with no requirements for an aggravated quorum as compared to the legal one – and that in said resolution, all votes issued be counted, without applying said restriction. |
Recommendation adopted. |
Within the terms of Article 10.3 of the Articles of Association of Estoril-Sol, each hundred shares correspond to one vote. The actual shareholder structure of the Company does not press the amendment of this statutory provision. However, this is a recommendation that can be implemented in an upcoming statutory review. |
Please see point 5 of this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| I.5. Measures that require payment or assumption of fees by the company in the event of change of control or change in the composition of the Board and are able to impair the free transfer of shares and the free assessment by shareholders of the performance of Board members, shall not be adopted. |
Recommendation adopted. |
Please see details in previous answer to points 4 and 84 of this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| II.1.1. Within the limits established by law, and unless the company is of a reduced size, the board of directors shall delegate the daily management of the company, and the delegated duties should be identified in the Annual Report on Corporate Governance. |
Recommendation adopted. |
In compliance with the various recommendations that, over the years, have been issued in this regard, in February 2013 the Company established and appointed an Executive Committee consisting of four members of its Board of Directors. |
Please see points 28 and 29 of this report. |
| II.1.2. The Board of Directors shall ensure that the company acts in accordance with its goals and should not delegate its duties, as regards the following: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions considered to be strategic due to the amount, risk and particular characteristics involved. |
Recommendation adopted. |
Please see points 28 and 29 of this report. |
|
| II.1.3. In addition to its supervisory duties, the General and Supervisory Board shall take full responsibility at corporate governance level, hence, either through the statutory provision, or equivalent, it must be established, as a mandatory requirement, that this body decides on the strategy and major policies of the company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body shall also assess compliance with the strategic plan and the implementation of the company's key policies. |
Recommendation not applicable |
As it was mentioned, the governance model adopted by the Company does not include General and Supervisory Board. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| II.1.4. Unless the company is of a reduced size, and depending on the adopted model, the Board of Directors and the General and Supervisory Board shall create the necessary committees in order to: a) Ensure that a competent and independent assessment of the Executive Directors' performance is carried out, as well as of its own overall performance. And further yet, the performance of all existing committees; b) Reflect on the system structure and go vernance practices adopted, verify its effi ciency and propose to the competent bo dies measures to be implemented with a view to their improvement. |
Recommendation not applicable |
As noted, in compliance with the various recommendations that, over the years, have been issued in this regard, in February 2013 the Company established and appointed an Executive Committee. Nevertheless, no defined responsibilities or delegated executive powers, were specifically identified. In fact, the Company's management continues to be collegial as it is recalled that, even if it is a company with a substantial business, taking into consideration the structure and characteristics of the Company, its social object, organizational structure of the group of companies whose shares are managed by the Company, and the composition of its board of directors, must be understood not justify the delegation of powers and / or the creation of specialized functions within the same and it should be considered for these purposes a company with limited size. The small size and the structure of society does not justify the creation of commissions and / or distribution of specialized duties among the members of the Board of Directors of the Society or within the Executive Committee. |
Please see points 27 until 29 from this report. |
| II.1.5. Depending on the applicable model, the | Recommendation | Please see |
Board of Directors or the General and Supervisory Board should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals.
adopted.
points 50 and 53 from this report.
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| sufficient number of non-executive members, whose role is to ensure effective monitoring, supervision and assessment of the activity of the remaining members of the board. |
adopted. | the Board of Directors, seven (7) are non-executive members, a percentage of 63,64%, which ensures the effective capacity to monitor, supervise and evaluate the activity of the other remaining members of the board. |
points 17 and 18 from this report |
| II.1.7. The non-executive members of the management body shall include a number of independent members as appropriate, taking into account the adopted corporate governance model, the size of the company, its shareholder structure and the relevant free float. The independence of the members of the General and Supervisory Board and members of the Audit Committee shall be assessed under the terms of the legislation in force. The other members of the Board of Directors are considered independent, if the member is not associated with any specific group of interests in the company nor is under any circumstance likely to affect an exempt analysis or decision, namely due to: |
Recommendation not adopted. |
Taking into consideration primarily, the shareholder structure of the Company and secondly the specific economic activity indirectly developed by the Company, which has promoted the progression of the board members from its subsidiaries into its own board members, it is not identified any independent member within the members of the Board of Directors. |
|
| a. Having been an employee of the company or of a company holding a controlling or group relationship with the latter, within the last three years; |
|||
| b. Having, in the past three years, provided services or established a commercial rela tionship with the company or company which is in a control or group relationship with the latter, either directly, or as a part ner, board member, manager or director of a legal person; |
|||
| c. Being paid by the company or by a com pany with the latter in a control or group relationship, other than the remuneration paid for the exercise of Board member functions; |
|||
| d. Living with a partner or being spouse, rel ative or any next of kin relative, either di rect or up to and including the third de |
gree of collateral affinity, of board mem-
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| bers or natural persons that are direct and indirectly holders of qualifying holdings; e. Being a qualifying shareholder or repre sentative of a qualifying shareholder. |
|||
| II.1.8. When executive directors are requested by other Board members to supply information, the former shall do so in a timely and appropriate manner. |
Recommendation adopted. |
Please see points 25 from this report |
|
| II.1.9. The Chairman of the Executive Board or of the Executive Committee shall submit, as applicable, to the Chairman of the Board of Directors, the Chairman of the Supervisory Board, the Chairman of the Audit Committee, the Chairman of the General and Supervisory Board and the Chairman of the Financial Matters Committee, the convening notices and minutes of the relevant meetings. |
Recommendation adopted. |
Please see points 29 from this report |
|
| II.1.10. Should the chairman of the board of directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination and the conditions of other non-executive members' work, so that said non-executive members can make independent and informed decisions or set up an equivalent mechanism to ensure such coordination. |
Recommendation not applicable. |
The Chairman of the Board of Directors of the Company is not a member of the Executive Committee. |
Please see points 28 from this report |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| II.2.1. Depending on the applicable model, the Chairman of the Supervisory Board, the Audit Committee or the Financial Matters Committee shall be independent in accordance with the applicable legal standard, and have the appropriate skills for the exercise of his or her duties. |
Recommendation adopted. |
The members of the Audit Board of the Estoril-Sol comply with the rules of incompatibility set out in paragraph 1 of Article 414.-A and meet the criteria of independence set out in Article 414.5, both of the CCC. |
Please see point 32 from this report. |
| II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the company. |
Recommendation adopted. |
It is the responsibility of the Audit Board to oversee the activities and independence of the Statutory Auditor and External Auditor. |
Please see point 38 from this report. |
| II.2.3. The supervisory board shall assess annually the external auditor and propose to the competent body its dismissal or termination of the contract as to the provision of their services, whenever justifiable grounds are present. |
Recommendation adopted. |
The Audit Board has, in fact, that jurisdiction. The Statutory Audit Board's annual report and opinion include an assessment of the work performed by the Statutory External Auditor. The Audit Board has than the power to propose to the Shareholders General Meeting the dismissal of the Statutory Auditor, if reasons to do so were found |
|
| II.2.4. The supervisory board shall assess the functioning of the internal control systems and risk management, proposing adjustments if deemed necessary. |
Recommendation adopted. |
The Audit Board oversees and monitors compliance with the law and the articles of association, regularly evaluating the effectiveness of internal control systems implemented in the Company, proposing the improvements that it considers necessary and in answer to their effectiveness in their annual report and opinion. |
Please see point 38 from this report. |
| II.2.5. The Audit Committee, the General and Supervisory Board and the Supervisory Board should decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules |
Recommendation not adopted. |
Please see point 38 and 50 from this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| applicable to the company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential irregularities. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| II.3.1. All members of the Remuneration Committee or equivalent shall be independent from the members of the executive members of the board and shall include at least one member with knowledge and experience in remuneration policy. |
Recommendation not adopted. |
The members of the Remuneration Committee are not unrelated to the board. Notwithstanding, Estoril-Sol believes that it is not compromised the independence and rigor of the members of its Remuneration Committee, since they are elected by the Shareholders' General Meeting, have recognized expertise and experience in remuneration policy and, along the years, the successive members of the Remuneration Committee have performed their duties with complete impartiality, transpa rency and objectivity. |
|
| II.3.2. Any natural or legal person that provides or has provided services in the last three years to any structure under the board of directors, the board of directors of the company itself or who has a current relationship with the company or consultant of the company, shall not be hired to assist the Remuneration Committee in the performance of its duties. This recommendation also applies to any natural or legal person that is related to them through an employment or provisions of services contract. |
Recommendation adopted. |
Notwithstanding the information already provided that some of the members of the Remuneration Committee are shareholders and members of the Board of Directors, it is understood that this recommendation was adopted in as much as the Remuneration Committee did not hire, to assist it in the performance of its functions, any natural or legal person that provides or has provided, in the last three years, services to any structure reporting to the Board of Directors, to the Board of Directors of the company itself or which has an actual relationship |
Please see point 67 from this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| with the company's consultant. | |||
| II.3.3. The statement on the remuneration policy of the management and supervisory bodies referred to in article 2 of Law No. 28/2009 of 19 June, shall contain, in addition to the content therein stated, adequate information on: |
Recommendation not adopted. |
Please see point 69 and 80 from this report |
|
| a) Identification and explanation of the criteria for determining the remuneration granted to the members of the governing bodies; b) Information regarding the maximum potential amount, in individual terms, and the maximum potential amount, in aggregate terms, to be paid to the members of the corporate bodies, and also the identification of the circumstances whereby these maximum amounts may be payable; c) (sic) Information regarding the enforceability or unenforceability of payments relating to the dismissal or termination of the functions of Directors. |
|||
| II.3.4. A proposal for approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to board members shall be submitted to the General Meeting. The proposal shall contain all the information necessary for a proper appraisal of the plan. |
Recommendation not applicable. |
There is no plan for assigning shares, and/or options for purchasing shares or based on changes in share prices, to members of the administrative and supervisory bodies and other officials, pursuant to sec. 3 of article 248-B of the SC. |
|
| II.3.5. Approval of any retirement benefit scheme established for members of the statutory governing bodies must be submitted to the General Meeting's approval. The proposal shall contain all the information necessary for the correct assessment of the system. |
Recommendation not adopted. |
By the Articles of Association approved in the General Meeting of 29 May 1998, Estoril Sol, SGPS, SA again confirmed, in article 36, the right to a retirement pension paid by the company to the former directors who had already retired, based on the previous article 25 of the Articles of Association that were then altered, and the same rights and benefits as those of directors, in office at that time, who had or would have then completed ten years of service – after entering retirement - rights and benefits to |
Please see point 76 from this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| be regulated in a contract to be agreed between the Company and these directors. |
|||
| During 2014 no new system of retirement benefits for members of the governing bodies were made within the meaning of no. 3 of article 248. B of the CVM. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| III.1. The remuneration of the executive members of the board shall be based on actual performance and shall discourage excessive risk taking. |
Recommendation adopted. |
The remuneration of all members of the Board of Directors, whether belonging or not to the Executive Committee, is based on actual performance and discourages excessive risk taking. |
Please see point 69 from this report. |
| It should be noted that the remuneration policy of the members of the Board of Directors seeks to discourage excessive risk-taking because, in the long term, aims to achieve the alignment between the interests of the board members and the interests of the Company. |
|||
| III.2. The remuneration of the non-executive board members and the members of the supervisory board, shall not include any component whose valuedepends on the performance of the company or of its value. |
Recommendation adopted. |
Please see justification upon recommendation III.1 and and point 69 from this report. |
Please see previous point as well as point 69 from this report. |
| III.3. The variable remuneration component shall be overall reasonable in relation to the fixed component of the remuneration and maximum limits should be set for all components. |
Recommendation adopted. |
The remuneration of the executive directors may include, but this has not been the case, a variable component, within the terms of Article 34 of the Articles of Association of the Company. The variable component depends on the desire manifested in the |
Please see point 71 from this report. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| General Meeting by the shareholders. |
|||
| III.4. A significant part of the variable remuneration should be deferred for a period of no less than three years and its payment should depend on the continued positive performance of the company during said period. |
Recommendation not adopted. |
Please see points 71 and 73 from this report. |
|
| III.5. Members of the Board of Directors shall not enter into contracts with the company or third parties which intend to mitigate the risk inherent to remuneration variability set by the company. |
Recommendation adopted. |
It is considered that the remuneration policy of the Board of Directors (cf. point 69 of this report), and the provisions of Article 34 of the Articles of Association (cf. point 71 of this Report), together contribute to mitigate the risk inherent to remuneration variability. |
Please see points 69 and 71 from this report. |
| III.6. Until the end of their mandate, executive board members shall maintain the company's shares that were allotted by virtue of variable remuneration schemes, up to twice the value of the overall annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares. |
Recommendation not applicable. |
There isn't any plan to allot shares as was clarified with regard to the remuneration policy of the Board of Directors under exposed in points 69 and 73 of this Report. |
Please see points 69 and 73 from this report. |
| III.7. If the variable remuneration includes the allocation of options, the beginning of the exercise period shall be deferred for a period not less than three years. |
Recommendation not applicable |
There isn't any plan to allot shares as was clarified with regard to the remuneration policy of the Board of Directors under exposed in points 69, 73 and 74 of this Report. |
Please see points 69, 73 and 74 from this report. |
| III.8. When the removal of the board member is not due to a serious breach of their duties, nor to their unfitness for the normal exercise of their functions, but is yet due to inadequate performance, the company shall be endowed with the adequate and necessary legal instruments, so that any damages or compensation, beyond that which is legally due, is unenforceable. |
Recommendation adopted. |
The statement on the remuneration policy referred to in Article 2 of Law No. 28/2009 was published and, indeed, does not include any reference to payments related with the dismissal of any member of the board of directors, because there are no specifics about it that are applicable to the situations described. In the absence of, Estoril Sol took no reason to make any reference to this fact, namely through the inclusion of any negative statement. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| IV.1. The external auditor shall, within the framework of its duties, verify the implementation of remuneration policies and systems of the corporate bodies, as well as the efficiency and effectiveness of the internal control mechanisms, reporting any deficiencies to the company's supervisory body. |
Recommendation adopted. |
The External Auditor within their competencies, verifies the implementation of remuneration policies of the statutory bodies as well as the effectiveness and operation of the internal control mechanisms. |
|
| IV.2. The company or any other entities with the latter in a control relationship, shall not engage the external auditor or any entity with the latter in a group relationship or which is part of the same network, for services other than audit services. If there are reasons for hiring such services – which must be approved by the supervisory board and explained in its Annual Report on Corporate Governance – said value should not exceed more than 30% of the total value of services rendered to the company. |
Recommendation adopted. |
Please see points 46 and 47 from this report. |
|
| IV.3. Companies shall support auditor rotation at the end of two or three terms of office, depending on whether they last for four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor's independence and the benefits and costs of its replacement. |
Recommendation not adopted |
The external auditor was elected for four years in the General Meeting of 04th February 2013, upon the proposal of the Audit Board, for the years 2013 to 2016. Even assuming that it remains the same Auditor (SROC) to provide external audit services for more than three terms, it should be noted the following: There is no permanence in the representative partner of the SROC that effectively and specifically, has ensured the audit services to the Estoril-Sol, which was nominated in 2013 for a term of only four years; Is guaranteed the independence of the Auditor by modifying the representative partner of the SROC; |
|
| | The specificity of the activity run by Estoril-Sol require from their |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| | service providers, including the Auditor, specific and technical knowledge which make it advantageous to not spin. Auditor rotation will cause an increase in costs that is considered disproportionate to the advantages that this rotation could mean to the company. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| V.1. In relation to business conducted between the company and shareholders with qualified shareholdings, or entities with which these are related, in accordance with article 20 of the Securities Code, such business should be carried out under normal market conditions. |
Recommendation adopted. |
There are no significant commer cial relationships between holders of qualified shareholdings and the Company. |
Please see point 10 from this report. |
| V.2. Significant business conducted between the company and shareholders with qualified shareholdings, or entities with which these are related, in accordance with article 20 of the Securities Code, should be subject to prior comment and opinion by the audit board. This entity must establish the necessary criteria to define the relevant level of significance of the business involved and the scope of its involvement. |
Recommendation not adopted. |
There being no materially relevant deals with holders of qualifying holdings, or entities with which they have any relationship, there was clearly no need to obtain any prior opinion from the supervisory body for this purpose. With regard to the procedures and criteria necessary for the definition of the relevant level of significance of these deals and the other terms of their intervention, taking into consideration the specific aspects of Estoril-Sol, namely its shareholder structure, to date there has been no formalization of these procedures and conditions, even though all and any deals of the company, regardless of the respective relevance, assume the necessary safeguard of the interests of all the shareholders of Estoril-Sol. |
| CMVM Recommendation | Corporate Go vernance practi ce |
Justification | Reference |
|---|---|---|---|
| VI.1. Companies shall provide, via their websites in both Portuguese and English version, access to information on their progress as regards the economic, financial and governance standing. |
Recommendation partially adopted. |
Estoril-Sol discloses all of its information in the Portuguese language, but only part is available in English. In every case, the Company is planning, in the near future, to also make all information available in the English language. |
|
| VI.2. Companies shall ensure the existence of an investor support and market liaison office, capable of responding to investors' requests in a timely manner. A record of the submitted requests and their processing shall be kept. |
Recommendation adopted. |
Please see points 56 and 57 from this report. |
The Company complies with most of the recommendations of governance of the Code of Governance adopted. Despite the reformulation operated by the CMVM, in particular the entry into force of Regulation No. 4/2013 and all related documentation - the CMVM Code adopted by Estoril-Sol, still contains many aspects that are directed to issuers of shares admitted to trading on a regulated market whose size, social purpose, and especially the degree of dispersion of the capital market does not correspond to concrete and stable characteristics of Estoril-Sol.
In fact, and in particular the circumstance of the free-float (capital dispersed on the market) being around 3.5 % of the share capital, necessarily has consequences in terms of the concrete appropriateness of the Company's model of governance, justifying the inappropriateness of the adoption or application of some recommendations of the Code of Governance divulged by the CMVM and adopted by Estoril-Sol which consider and use as a reference public companies with very different characteristics for those of Estoril-Sol.
Under the terms of article 295 and 296, of the Commercial Companies Code, it is proposed to use part of the value recorded as "Share Issue Premium" in the amount of 6.860.760 Euros for the coverage of all previous years losses recorded in the caption "Other Reserves and Retained Earnings".
Under the terms of article 30 of the Articles of Association of Estoril-Sol, SGPS,S,A. and article 295 of the Commercial Companies Code, a minimum of 5% of the net profit is intended for the constitution of the "Legal reserve" and, if necessary, its reintegration until this reserve reaches 20% of the share capital.
As the share capital is 59.968.420 Euros, 20% corresponds to 11.993.684 Euros, so that the legal reserve as of December 31st, 2015, in the amount of 6.614.782 Euros, needs to be reinforced, in accordance with the above, by 5% of the positive net profit of the year 2015.
Given the accounting rules in force, part of the net profit of the year 2015 is not available for distribution. This unavailability is related with the application of the equity method in respect to gains and losses imputed from subsidiaries. At this date, December 31st, 2015, subsidiary companies did not provide Estoril-Sol, SGPS, S.A. results recorded in accordance with the equity method in the amount of 1.409.742 Euros, meaning that they that are not available for distribution to the shareholders of Estoril-Sol, SGPS, S.A.
Under the terms of the article 294 (1), of the Commercial Companies Code, half of the distributable profit must be distributed to the shareholders, unless otherwise established in the Articles of Association, or by a deliberation of a General Meeting called for this purpose, in which case ¾ of shareholder votes are required. The Articles of Association diverge of the requirements foreseen in the Commercial Companies Code, requiring that decisions taken on the above terms obtain approval by a simple majority of the votes corresponding to the share capital at the General Meeting.
Accordingly and in compliance with the provisions applicable under the law and the Articles of Association, the Board of Directors proposes:
| - | To "Legal Reserve" | 206.896 Euros; |
|---|---|---|
| - | To "Adjustments to Financial Investments – Unassigned Profits" | 1.409.742 Euros; |
| - | To Dividends* | 2.521.280 Euros; |
| * corresponds to a dividend of €0,211 per share |
Estoril, 20 th of April 2016
Patrick Wing Ming Huen
Directors Pansy Catilina Chiu King Ho
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Information regarding the securities issued by ESTORIL-SOL, S.G.P.S., and by companies with which the Company is in controlling or group relationship, which are owned by the members of the Corporate Offices of the Company on 31 December 2015.
Stanley Hung Sun Ho – Chairman of the Board of Directors
He neither purchased nor sold shares of this company during the year;
Patrick Huen – Vice-Chairman of the Board of Directors
Mário Alberto Neves Assis Ferreira – Vice-Chairman of the Board of Directors
Pansy Catilina Ho – Member of the Board of Directors
Ambrose So – Member of the Board of Directors
Choi Man Hin – Member of the Board of Directors
António José de Melo Vieira Coelho – Member of the Board of Directors
Vasco Esteves Fraga – Member of the Board of Directors
Jorge Armindo de Carvalho Teixeira – Member of the Board of Directors
Calvin Ka Wing Chann – Member of the Board of Directors
Miguel António Dias Urbano de Magalhães Queiroz – Member of the Board of Directors - On 31.12.2015 he did not held any shares of Estoril-Sol, S.G.P.S., S.A.;
He neither purchased nor sold shares of this company during the year;
Rui José da Cunha – Director of the Advisory Board
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On 31 December 2015, ESTORIL SOL, S.G.P.S., S.A. held 62.565 treasury shares, and as FINANSOL - SOCIEDADE DE CONTROLO, S.G.P.S., S.A., on 31 December 2015, held 6.930.604 shares of ESTORIL-SOL, S.G.P.S., S.A., it was a direct holder of 57,79% of the share capital and 58,09% of the voting rights.
The members of the Board of Directors and of the Advisory Board of the Companies which are controlled by or grouped under ESTORIL-SOL, held 255,698 shares of ESTORIL-SOL, S.G.P.S., S.A., corresponding to 2,1% of the share capital and voting rights.
Therefore, in overall terms, the direct and indirect stake of FINANSOL in the capital of ESTORIL-SOL is 57,79%, and 60,23% to the voting rights.
On 31 December 2015, ESTORIL-SOL, S.G.P.S., S.A. held 62.565 treasury shares, and, as AMORIM – ENTERTAINMENT E GAMING INTERNATIONAL, S.G.P.S., S.A. held 3.917.793 shares, this company was a direct holder of 32,67% of the share capital and 32,84% of the voting rights of ESTORIL SOL, S.G.P.S., S.A..
Mr. José Américo Amorim Coelho, held 34,915 shares of ESTORIL-SOL, S.G.P.S., S.A., corresponding to 0,29% of the share capital and voting rights.
Therefore, in overall terms, the direct and indirect stake of AMORIM - ENTERTAINMENT E GAMING INTERNATIONAL, S.G.P.S., SA in the share capital of ESTORIL-SOL, S.G.P.S., S.A. was, on 31 December 2015, 32,67% and 33,13% of the voting rights.
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| ASSETS | Notes | 2015 | 2014 |
|---|---|---|---|
| NON - CURRENT ASSETS: Financial investments |
7 | 125.188.875 | 125.474.944 |
| Other non-current assets | 8 | 22.241 | 22.241 |
| Total non-current assets | 125.211.115 | 125.497.185 | |
| CURRENT ASSETS: | |||
| State and Public Sector | 18 | 33.500 | 27.500 |
| Debts of group companies | 20 | 1.757.372 | 3.530.256 |
| Other accounts receivable | 29.354 | 32.590 | |
| Deferrals | 10 | 489 | 15.629 |
| Cash and bank deposits | 4 | 55.650 | 80.629 |
| Total current assets | 1.876.365 | 3.686.604 | |
| Total assets | 127.087.480 | 129.183.789 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share Capital | 11 | 59.968.420 | 59.968.420 |
| Treasury shares | 11 | (708.306) | (708.306) |
| Share issue premiums | 11 | 7.820.769 | 7.820.769 |
| Legal reserve | 12 | 6.614.782 | 6.614.782 |
| Outras reserves and Retained earnings | 12 | (6.860.760) | (4.883.407) |
| Other variations in equity | 12 | 18.341.549 | 19.632.477 |
| Net profit of the year Total equity |
13 | 4.137.918 89.314.371 |
(1.971.353) 86.473.381 |
| LIABILITIES: | |||
| NON - CURRENT LIABILITIES : | |||
| Provisions | 14 | 3.565.125 | 3.709.656 |
| Total do passivo não corrente | 3.565.125 | 3.709.656 | |
| CURRENT LIABILITIES: | |||
| Suppliers | 17 | 18.753 | 47.881 |
| State and Public Sector | 18 | 28.744 | 48.351 |
| Debts to group companies | 20 | 34.023.641 | 38.780.988 |
| Other accounts payable | 16 | 136.846 | 123.530 |
| Total current liabilities | 34.207.985 | 39.000.751 | |
| Total liabilities | 37.773.109 | 42.710.407 | |
| Total equity and liabilities | 127.087.480 | 129.183.789 |
The notes form part of the balance sheet on 31 December 2015
(Amounts in Euros)
| INCOME AND COSTS | Notes | 2015 | 2014 |
|---|---|---|---|
| Gains / Losses imputed from subsidiaries | 7 | 4.954.859 | (605.949) |
| External supplies and services | 21 | (592.166) | (663.686) |
| Staff costs | 22 | (408.705) | (455.291) |
| Impairment of debs receivable ((losses) / reversals) | - | 2.980 | |
| Provisions (increases / (reductions)) | 14 | 278.158 | 40.199 |
| Impairment of non depreciable investments ((losses) / reversals) | 4 | (10.846) | (3.163) |
| Other income and gains | 24 | 23.397 | 24.471 |
| Other costs and losses | 25 | (44.003) | (69.538) |
| Result before depreciation, financing costs and taxation | 4.200.694 | (1.729.978) | |
| Depreciation costs | 26 | - | (6.688) |
| Operational result (before financing costs and income tax) | 4.200.694 | (1.736.666) | |
| interest and similar cots borne | 27 | (42.742) | (195.061) |
| Net result before income tax | 4.157.952 | (1.931.727) | |
| Income tax of the year | 9 | (20.034) | (39.626) |
| net profit of the year | 4.137.918 | (1.971.353) | |
| Result per basic share | 29 | 0,35 | (0,17) |
The notes form part of the income statement of the year ended on 31 December 2015
(Amounts in Euros)
| Notes | 2015 | 2014 | |
|---|---|---|---|
| OPERATIONS ACTIVITIES: | |||
| Payments to suppliers | (620.768) | (869.357) | |
| Payments to staff | (255.358) | (264.867) | |
| Cash flow generated by operations | (876.126) | (1.134.224) | |
| Payment of income tax | (45.626) | (34.513) | |
| Other receipts (payments) relating to the operating activity | (32.169) | (69.616) | |
| Cash flow generated by operating activities (1) | (953.922) | (1.238.353) | |
| INVESTMENT ACTIVITIES: | |||
| Receipts from: | |||
| Repayment of additional capital payments from subsidiary companies | 3.000.000 | - | |
| Dividends | 8.050.000 | 6.450.000 | |
| 11.050.000 | 6.450.000 | ||
| Payments in respect of: | |||
| Additional capital payments made to subsidiary companies | (5.050.000) | ||
| (5.050.000) | - | ||
| Cash flow from investment activities (2) | 6.000.000 | 6.450.000 | |
| FINANCING ACTIVITIES: | |||
| Receipts from: | |||
| Financing obtained from related parties | - | 208.456 | |
| - | 208.456 | ||
| Payments in respect of: | |||
| Financing obtained from credit institutions | - | (5.152.000) | |
| Financing obtained from related parties | (5.028.316) | - | |
| Interests and similar cots | (42.742) | (195.494) | |
| Amortization of finance leasing contracts | - | (29.864) | |
| (5.071.058) | (5.377.358) | ||
| cash flow from financing activities (3) | (5.071.058) | (5.168.902) | |
| 42.745 | |||
| Variation in cash and cash equivalents (4)=(1)+(2)+(3) | (24.979) | ||
| Cash and cash equivalents at the start of the period | 80.629 | 37.883 | |
| Cash and cash equivalents at the end of the period | 4 | 55.650 | 80.629 |
The notes form an integral part of these financial statements
Estoril Sol, SGPS, S.A.
(Amounts in Euros)
| Outras reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| capital Share |
Treasury shares |
premiums Issue |
reserve Legal |
and retained earnings |
Other variatons in equity |
Net result of the year |
Total equity | ||
| 59.968.420 | (708.306) | 20.424.321 | (2.124.189) | ||||||
| Balance on 1st January 2014 | 7.820.769 | 6.614.782 | -3.208.218 | 88.787.579 | |||||
| ended on 31st December 2013 (Note 13) Application of the net profit of the year |
- | - | - | - | (2.124.189) | - | 2.124.189 | - | |
| 83 | ended on 31st December 2014 Net profit of the year |
- | - | - | - | 449.000 | - | (1.971.353) | (1.522.353) |
| Adjustments related with financial assets with the equity pick-up method |
- | - | - | - | - | (791.844) | - | (791.844) | |
| Balance on 1st January 2015 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (4.883.407) | 19.632.477 | (1.971.353) | 86.473.381 | |
| ended on 31st December 2014 (Note 13) Application of the net profit of the year |
- | - | - | - | (1.971.353) | - | 1.971.353 | - | |
| ended on 31st December 2015 Net profit of the year |
- | - | - | - | (6.000) | - | 4.137.918 | 4.131.918 | |
| Adjustments related with financial assets with the equity pick-up method |
- | - | - | - | - | (1.290.928) | - | (1.290.928) | |
| Balance on 31st December 2015 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (6.860.760) | 18.341.549 | 4.137.918 | 89.314.371 |
The notes form part of these financial statements
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Estoril Sol, SGPS, S.A., ("Company") is a public limited-liability company, which resulted from a change, on 18 March 2002, to the legal status of Estoril Sol, S.A. which was constituted on 25 June 1958 and has its registered office in Estoril. The a result, all operations that had been carried out were transferred to companies incorporated for this purpose, assuming the status of its subsidiaries. In turn, the parent company's main operations involved holdings management with its shares listed on the Euronext Lisbon.
The Company's social object is the management of shareholdings.
The attached financial statements are presented in Euros, given that this is the currency preferentially used in the economic environment in which the Company operates, and refer to the Company in individual terms. The Company prepared and presented separate consolidated financial statements which include the financial statements of the companies in which it has management control or which it jointly controls.
The financial statements were approved by the Board of Directors on 20th April 2015.
The attached financial statements were prepared in accordance with the legal provisions in force in Portugal, in conformity with Decree Law no. 158/2009, of 13 July and, in accordance with the conceptual structure, the national Accounting Standards and Financial Reporting ("NCRF") and Interpretative Standards ("IS") issued, respectively, in notifications 15652/2009, 15655/2009 and 15653/2009, of 27 August 2009, which, as a whole, form the Accounting Standards System ("SNC"). Henceforce, this set of standards and interpretations will be generically called "NCRF".
Since 1 January 2005, the consolidated financial statements of Estoril Sol, S.G.P.S. S.A. have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted in the European Union. For this reason, the equity on 31 December 2015 and 2014, as well as the net profits of the years ended on these dates that appear in the consolidated financial statements of the Estoril Sol Group differ from the figures presented in the individual financial statements.
The attached financial statements were prepared on the basis of the continuity of operations, based on the books and accounting records of the Company kept in accordance with the NCRF.
Investments in subsidiaries are stated using the equity pick-up method. In accordance with the equity pickup method, the shareholdings are initially stated at their acquisition cost and subsequently adjusted according to the changes verified, after the acquisition, by the quota-part of the Company in the net assets of the corresponding entities. The results of the Company include the part that corresponds to it in the results of these entities.
The excess of the acquisition cost over the fair value of identifiable assets and liabilities of each entity acquired on the acquisition date is recognised as goodwill and is kept at the financial investment value. If the difference between the acquisition cost and the fair value of the net assets and liabilities acquired is negative, this is recognised as income of the year.
An assessment is made of the financial investments when there is an indication that an asset could be impaired, with any impairment losses being stated as costs in the income statement.
When the Company's proportion in the accumulated losses of the subsidiary company, jointly controlled entity or associate company exceeds the value at which the investment is recorded, the investment is reported at zero, except when the Company has assumed a commitment to cover the losses of the associate company, in which cases the additional losses determine the recognition of a liability. If the associate company subsequently reports profits, the Company resumes the recognition of its quota-part in these profits only after its part in the profits equals the unrecognised part of the losses.
Unrealised gains in transactions with subsidiaries, jointly controlled companies and associate companies are eliminated proportionally to the Company's interest in them, against the corresponding investment caption. Unrealised losses are similarly eliminated, but only up to the point in which the loss does not arise from a situation in which the asset transferred is impaired.
Tangible fixed assets are initially stated at acquisition cost, which includes the purchase cost and any costs directly attributable to putting the assets in the place and in the condition necessary for them to operate as intended, less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated, after the asset is ready to be used, in accordance with the straight line method, with duodecimal imputation, according to the estimated useful life for each class of assets.
The useful lives and method of depreciation of the various assets are reviewed annually. The effect of any alteration to these estimates is recognised prospectively in the income statement.
Tangible fixed assets are depreciated in accordance with the straight line method with duodecimal imputation over\ the following estimated useful lives:
| Homogenous Class | Years |
|---|---|
| Vehicles | 3 - 4 |
| Office equipment | 3 - 10 |
Maintenance and repair expenses (subsequent expenditure) that are not likely to generate additional future economic benefits are stated as costs in the year in which they are incurred.
The gain (or loss) resulting from the sale or write-off of a tangible fixed asset is determined as the difference between the amount received in the transaction and the net book value of the asset and is recognised in results in the year in which the write-off or sale occurs.
Leasing contracts are classified as finance leasing whenever their terms substantially transfer all the risks and rewards associated to the ownership of the asset to the lessee. Other leasing contracts are classified as operating leases. Leasing is classified according to the substance and not the form of the contract.
Assets acquired under finance lease contracts, as well as the corresponding responsibilities, are recorded at the start of the leasing for the lower value of either the fair value of the assets or the present value of the minimum leasing payments. Finance lease instalment payments are split between financial charges and reducing the liability, so that a constant interest rate is obtained on the outstanding balance of the liability.
In the case of operating leases, the lease instalments due are recognised as costs on a straight-line basis over the period of the lease contract. The incentives received are stated as a liability, with the aggregate amount thereof being recognised as a reduction in the expense with the lease, also on a straight-line basis.
Contingent income is recognised as an expense of the year in which it is incurred.
Whenever there is any indication that the tangible and intangible fixed assets of the Company could be impaired, an estimate is made of their recoverable value in order to determine the extent of the impairment loss (if that is the case). When it is not possible to determine the recoverable value of an individual asset, the recoverable amount is estimated for the cash generating unit to which the asset belongs.
The recoverable value of the asset or of the cash generating unit is the higher of (i) the fair value less sale costs and (ii) the current use value. In determining the current use value, the estimated future cash flows are discounted using a discount rate that reflects the market expectations regarding the temporal value of the money and with regard to the specific risks of the asset or of the cash generating unit in relation to which the estimates of future cash flows have not been adjusted.
Whenever the net book value of the asset or of the cash generating unit is higher than its recoverable value, an impairment loss is recognised. The impairment loss is immediately entered in the income statement, except if this loss compensates a revaluation surplus recorded in equity. In the latter case, this loss will be treated as a decrease in that revaluation.
The reversal of impairment losses recognised in previous years is recorded when there is evidence that the previously recognised impairment losses no longer exist or have reduced. The reversal of impairment losses is recognised in the income statement in the respective caption of "Reversals of impairment losses". Impairment losses are reversed up to the limit of the amount that would be recognised (net of amortization) if the loss had not been recorded.
Expenses and income are recognised in the year they relate to, in accordance with the principle of accrual accounting, irrespective of when the transactions are invoiced. Expenses and income for which the real value is not known are estimated.
Expenses and income imputable to the current year where the expense and revenue will only occur in future periods, together with the expenses and revenue that have already occurred, but which are in respect of future periods and which will be imputed to the results of each of these periods, are stated in the deferrals captions at the value corresponding to them.
Income tax corresponds to the sum of current tax and deferred tax. Current tax and deferred tax are entered in results, except when the deferred tax is related with items recorded directly in equity. In these cases the deferred tax is also stated in equity.
The current tax on income is calculated based on the taxable profit of the year of the various entities included in the consolidation perimeter. The taxable profit differs from the book result as it excludes diverse expenses and income that will only be deductible or taxable in subsequent years, as well as expenses and income that will never be deductible or taxable in accordance with the tax rules in force.
Deferred tax relates to temporary differences between the amounts of the assets and liabilities for the purpose of the reporting of accounts and the respective amounts for the purpose of taxation, as well as the results of tax benefits obtained and of temporary differences between the fiscal result and the book result.
Deferred tax liabilities are generally recognised for all temporary taxable differences.
Deferred tax assets are recognised for deductible temporary differences, although this recognition only occurs when there is a reasonable expectation of sufficient future taxable profits to use these deferred tax assets. On each reporting date these deferred tax assets are re-assessed and are adjusted according to the expectations regarding their future use.
Deferred tax assets and liabilities are measured using the tax rates that are expected to be in force on the date of the reversal of the corresponding temporary differences, based on the tax rates (and fiscal legislation) that are formally issued on the reporting date.
Compensation between deferred tax assets and liabilities is only permitted when: (i) the Company has a legal right to perform compensation between such assets and liabilities for the purpose of settlement; (ii) these assets and liabilities are related with taxation on income raised by the same fiscal authority (i) and (iii) the Company has the intention to perform the compensation for the purpose of settlement.
The Estoril Sol is covered by the Special System for Taxation of Groups of Companies ("SSTGC"), as established in articles 69 of the Portuguese Corporate Income Tax Code (CIRC) and covers all the companies in which it has a direct or indirect holding of at least 75% of the respective capital and which
are, at the same time, resident in Portugal and taxed under Corporation Tax (IRC). Under this regime the taxable profit of the group relating to each tax period is calculated by the controlling company (Estoril Sol, SGPS, SA), through the algebraic sum of taxable profits and tax losses obtained in the individual periodic statements for each of the companies belonging to the group. The amount obtained is adjusted for part of the profits distributed among group companies that is included in the individual taxable bases.
The following companies are part of this system:
Financial assets and liabilities are recognised in the balance sheet when the Company becomes party to the corresponding contractual provisions.
Financial assets and liabilities are measured at cost or at amortised cost less any accumulated impairment losses (in the case of financial assets), when:
The amortised cost corresponds to the value at which a financial asset or a financial liability is measured when initially recognised, less the repayments of capital, plus or minus the cumulative depreciation, using the effective interest rate method, of any difference between this amount at maturity. The effective interest rate is the rate that exactly discounts the estimated future payments or receipts in the net book value of the financial asset or liability.
Financial assets and liabilities at cost or at amortised cost include: Other accounts receivable Cash and bank deposits Financial debt Suppliers Other accounts payable
Contracts to grant or take out loans that cannot be settled on a net basis and which, when executed, have the conditions described above, are also classified in the category "at cost or amortised cost", being measured at cost less accumulated impairment losses.
The amortised cost is determined using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future payments or receipts during the expected life of the financial instrument in the net book value of the financial asset or liability.
The caption of cash and bank deposits includes cash and bank deposits which can be moved immediately (in a period of less than or equal to three months) net of bank overdrafts.
Financial assets classified in the category "at cost or amortised cost" are subject to impairment tests on each reporting date. These financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after their initial recognition, their estimated future cash flows are affected.
For financial assets measured at amortised cost, the impairment loss to be recognised corresponds to the difference between the net book value of the asset and the present value of the new estimated future cash flows discounted at the respective original effective interest rate.
For financial assets measured at cost, the impairment loss to be recognised corresponds to the difference between the net book value of the asset and the best estimate of the fair value of the asset.
Impairment losses are stated in results in the caption "Impairment losses" in the year in which they are determined.
Subsequently, if the amount of the impairment loss reduces and this reduction can be objectively related with an event that took place after the recognition of the loss, this should be reversed in results. The reversal should be carried out up to the limit of the amount that would be recognised (amortised cost) if the loss had not been initially recorded. The reversal of impairment losses is entered in results in the caption "Reversals of impairment losses". The reversal of impairment losses stated in investments in equity instruments (measured at cost) is not permitted.
The Company only derecognizes financial assets when its contractual rights to the cash flow arising from of these assets expire, or when the financial assets and all the significant risks and benefits associated to their ownership are transferred to another entity. Financial assets transferred in relation to which the Company retained some significant risks and benefits are derecognised, provided that control over them has been ceded.
The Company only derecognizes financial liabilities when the corresponding obligation is settled, cancelled or expires.
Provisions are acknowledged by the Company when and only when there is a present obligation (legal or implied) resulting from a past event, for the resolution of which it will likely become necessary to spend internal resources, the amount of which may be reasonably estimated.
The recognised amount of the provisions consists in the present value of the best estimate on the reporting date of the resources necessary to settle the obligation. This estimate is determined taking into consideration the risks and uncertainties associated to the obligation.
Provisions are revised on the reporting date and are adjusted so as to reflect the best estimate on this date.
With regard to the defined benefit plans, the corresponding cost is determined using the projected unit credit method, where the respective liabilities are determined based on actuarial studies carried out on each reporting date by independent actuaries.
The costs of past services is recognised in results on a linear basis during the period until the corresponding benefits are acquired. They are recognised immediately as the benefits have been totally acquired.
The liability associated to the benefits guaranteed recognised in the balance sheet represents the present value of the corresponding obligation, adjusted by actuarial gains and losses and by the cost of unrecognised past services.
Contingent liabilities are not recognised in the financial statements, being disclosed whenever the possibility of there being an outflow of resources including economic benefits is not remote nor probable.
Contingent assets are not recognised in the financial statements, being disclosed when the existence of a future economic influx of resources is probable.
Financial charges related with loans obtained are generally recognised as expenses as they are incurred.
In the preparation of the attached financial statements judgments of value and estimates were made and diverse assumptions used that affect the book value of the assets and liabilities, as well as the income and expenses of the year.
The underlying estimates and assumptions were determined based on the best knowledge of the events and transactions in hand existing on the date of approval of the financial statements, as well as on the experience of past and/or current events. Nevertheless, situations can occur in subsequent periods that, not being foreseeable on the date of approval of the financial statements, were not considered in these estimates. Changes to the estimates that occur after the date of the financial statements will be corrected prospectively. For this reason and given the degree of associated uncertainty, the real results of the transactions in question may differ from the corresponding estimates.
The main judgments of value and estimates made in the preparation of the attached financial statements were the following:
Events which occur after the of balance sheet date and which provide additional information regarding conditions that existed on the of balance sheet date (events after the balance sheet date that give rise to adjustments) are reflected in the financial statements. Events which occur after the balance sheet date which provide information on conditions that may occur after the balance sheet date (that do not give rise to adjustments) are disclosed in the financial statements, if they are considered material.
For the purposes of the cash flow statement, cash and cash equivalents includes cash, immediately available bank deposits (of less than or equal to three months) net of bank overdrafts. On 31 December 2015 and 31 of December 2014 the caption Cash and bank deposits is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Cash | 2.200 | 1.833 |
| Immediately avaiable bank deposits | 23.850 | 38.351 |
| Other teasury applications | 29.600 | 40.445 |
| Cash and bank deposits | 55.650 | 80.629 |
During the year ended on 31 December of 2015, there were no changes in accounting policies in relation to those used in the preparation and presentation of the financial statements of the year ended on 31 December 2014, nor were any material errors recognised relating to previous periods.
During the years ended on 31 December 2015 and 31 December 2014 the movement in tangible fixed assets, as well as in the respective depreciation and accumulated impairment losses, was the following:
| 2015 | |||
|---|---|---|---|
| Office | |||
| Vehicles | equipment | Total | |
| Gross asets: | |||
| Opening balance | - | 1.745 | 1.745 |
| Closing balance | - | 1.745 | 1.745 |
| Depreciation and accumulated impairment losses: | |||
| Opening balance | - | 1.745 | 1.745 |
| Depreciation of the year (Note 26) | - | - | - |
| Closing balance | - | 1.745 | 1.745 |
| Net asstes | - | - | - |
| 2014 | ||||
|---|---|---|---|---|
| Vehicles | Office equipment |
Total | ||
| Gross asets: | ||||
| Opening balance | 86.621 | 1.745 | 88.366 | |
| Write-off | (86.621) | - | (86.621) | |
| Closing balance | - | 1.745 | 1.745 | |
| Depreciation and accumulated impairment losses: | ||||
| Opening balance | 57.513 | 1.743 | 59.256 | |
| Depreciation of the year (Note 26) | 6.687 | 2 | 6.689 | |
| Write-off | (64.200) | - | (64.200) | |
| Closing balance | - | 1.745 | 1.745 | |
| Net asstes | - | - | - |
On 31 December 2015 and on 31 December 2014 the Company had the following shareholdings stated using the equity pick-up method:
| 2015 | 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| % | Net | % | Net | ||||||
| Subsidiaries | Head Office | Assets | Liabilities | held | Equity | Profit | held | Equity | Profit |
| Estoril Sol (III) - Turismo, Animação e Jogo, S.A. | Estoril | 156.127.616 | 68.995.054 | 100% | 87.132.562 | 9.409.742 | 100% | 87.212.573 | 6.941.947 |
| Varzim Sol - Turismo, Jogo e Animação, S.A. | Póvoa de Varzim | 52.507.187 | 30.982.325 | 100% | 21.524.862 | (4.139.562) | 100% | 21.415.600 | (7.147.441) |
| Estoril Sol V - Investimentos Imobiliários, S.A. | Estoril | 50 | 21.895 | 100% | (21.845) | (1.267) | 100% | (20.578) | (1.107) |
| DTH - Desenvolvimento Turistico e Hoteleiro, S.A. | Estoril | 3.177.210 | 1.600.419 | 100% | 1.576.791 | (137.542) | 100% | 1.714.334 | (231.587) |
| Estoril Sol Imobiliária, S.A. | Estoril | 5.155.578 | 457.826 | 100% | 4.697.752 | (4.292) | 100% | 4.702.045 | (113.434) |
| Estoril Sol - Investimentos Hoteleiros, S.A. | Estoril | 9.027.326 | 2.460 | 90% | 9.024.866 | (26.038) | 90% | 9.050.904 | (2.460) |
| Estoril Sol e Mar - Investimentos Imobiliários, S.A. | Estoril | 1.387.110 | 155.068 | 100% | 1.232.042 | (147.449) | 100% | 1.379.490 | (52.972) |
During the year 2014 the subsidiary company Chão do Parque – Investimentos Imobiliários, S.A. was dissolved, as it had no longer any assets and did not engage any economic activity since the year 2010. No additional losses resulted from this operation to the Group Estoril-Sol.
The movement in the caption "Shareholdings", as well as of the respective accumulated impairment losses, was the following:
| 2015 | 2014 | |
|---|---|---|
| Holdings in subsidiary companies | ||
| Opening balance | 125.474.944 | 135.372.737 |
| Gains / Losses imputed from subsidiaries | 4.954.859 | (605.949) |
| Acquisitions / Capital increases / Reimbursements (1) | 2.050.000 | - |
| Dividends Distribution | (6.000.000) | (8.500.000) |
| Other variations in equity | (1.290.928) | (791.844) |
| Closing balance | 125.188.875 | 125.474.944 |
During the year 2015 the subsidiary company Estoril Sol (III) – Turismo, Animação e Jogo, S.A handed out dividends amounting to 8,050,000 Euros: 6.000.000 related to the year ended 31st December 2014 and 2.050.000 Euros related to the year ended 31st December 2013.
During the year 2014 the subsidiary company Estoril Sol (III) – Turismo, Animação e Jogo, S.A handed out dividends amounting to 6,450,000 Euros related to the year ended 31st December 2013.
During 2015 and 2014 the Company made capital increases in its subsidiaries and received from its subsidiaries additional capital payments that had been made in the past, as follows:
| 2.015 | 2.014 | ||
|---|---|---|---|
| Capital increase made in Varzim-Sol | 5.050.000 | - | |
| Additional capital payments reimbursed by Estoril-Sol (III) | (3.000.000) | - | |
| Total (1) | 2.050.000 | - |
On 31 December 2015 and on 31 December 2014 this caption was made up as follows:
| 2015 | 2014 | |
|---|---|---|
| State and Public Sector | 22.241 | 22.241 |
| 22.241 | 22.241 |
These amounts relate to IRC (Corporate Income Tax) and VAT (Value Added Tax) which is recoverable, or the subject of complaint or litigation.
The Company is subject to corporation income tax at the rate of 21% plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 22.5%. In addition, taxable income for the year ended 31 December 2015 in excess of 1.500.000 Euros is subject to a State Surcharge under the terms of article 87-A of the Corporation Income Tax Code at the following rates:
(a*) When more than (euro) 7 500 000 until (euro) 35 000 000, is divided into two parts: one, equal to (euro) 6 000 000, which is subject to the rate of 3%; another, equal to the taxable income in excess of (euro) 7 500 000, which is subject to the rate of 5%;
(b*) When more than (euro) 35 500 000, is divided into three parts: one, equal to (euro) 6 000 000, which is subject to the rate of 3%; another, equal to (euro) 27 500 000, which is subject to the rate of 5%; and another, equal to the taxable income in excess of (euro) 35 000 000, which is subject to the rate of 7%;
In addition, net finance costs for 2015 and following years are deductible for determining annual taxable income according with the greater of the following limits:
In accordance with legislation in force, the tax declarations are subject to revision and correction by the tax authorities during a period of four years (five years for the Social Security), except when there have been tax losses, tax benefits have been granted, or inspections, complaints or objections are under way, in which cases, depending on the circumstances, deadlines for filing such statements are extended or suspended. In this way, the Company's tax declarations of the years from 2012 to 2015 could still be subject to revision.
The Company is covered by the Special System for Taxation of Groups of Companies ("SSTGC"), which is defined in article 69 of the Corporate Income Tax Code and covers all the companies in which it has a direct or indirect holding of at least 75% of the respective capital and which are, at the same time, resident in Portugal and taxed under Corporation Tax (IRC). Under this regime the taxable profit of the group relating to each tax period is calculated by the controlling company (Estoril Sol, SGPS, SA), through the algebraic sum of taxable profits and tax losses obtained in the individual periodic statements for each of the companies belonging to the group. The amount obtained is adjusted for part of the profits distributed among group companies that is included in the individual taxable bases.
The following companies are part of this system ("SSTGC"):
The cost with taxation on income on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Pre-tax profit | 4.157.952 | (1.931.727) |
| Other companies included in the SSTGC | (316.588) | (401.559) |
| 3.841.364 | (2.333.286) | |
| Non-deductible expenses | ||
| Losses in subsidiaries, equity pick-up | 4.456.150 | 7.549.001 |
| Other non-deductible expenses | 227.540 | 3.855 |
| 4.683.690 | 7.552.856 | |
| Non-taxable income | ||
| Gains in subsidiaries, equity pick-up | (9.409.741) | (6.941.945) |
| Other non-taxable income | (286.817) | (21.987) |
| (9.696.558) | (6.963.932) | |
| Result for tax purposes | (1.171.504) | (1.744.362) |
| Cost of income tax calculated at the rate of 22,5% | - | - |
| Autonomous taxation | 20.034 | 39.626 |
| Income tax - current | 20.034 | 39.626 |
| Income tax - deferred | - | - |
| Income tax of the year | 20.034 | 39.626 |
Deferred tax assets generated by the Company in its activity are not required to be included in the accounts from the point of view of prudence.
In accordance with current legislation tax losses can be carried forward during a period twelve years (six years for losses incurred up to 2009 and four years for losses incurred in 2010 and 2011) after their occurrence for deduction from taxable income generated in that period, limited to 70% of the Group's taxable income in each year, applicable also to tax losses incurred in prior years.
On 31 December 2015 and 2014 the reportable tax losses amounted, respectively, to 4.564.852 Euros and 10.832.221 Euros, which were generated as follows:
| 2015 | 2014 | ||
|---|---|---|---|
| Generated in : | |||
| - year 2009 | - | - year 2009 | 1.905.907 |
| - year 2010 | - | - year 2010 | 4.192.950 |
| - year 2011 | - | - year 2011 | 1.340.016 |
| - year 2012 | 549.388 | - year 2012 | 549.388 |
| - year 2012 | 1.099.598 | - year 2012 | 1.099.598 |
| - year 2014 | 1.744.362 | - year 2014 | 1.744.362 |
| - year 2015 | 1.171.504 | ||
| 4.564.852 | 10.832.221 | ||
On 31 December 2015 and on 31 December 2014 the caption "Deferrals" is broken down as follows:
| Deferred assets | 2015 | 2014 |
|---|---|---|
| Financial expenses | - | 15.129 |
| Insurance | 489 | 500 |
| 489 | 15.629 |
On 31 December of 2015 and 2014, the share capital of the Company was represented by 11,993,684 shares, of which 6,116,779 is in registered shares and 5,876,905 in bearer shares, with a nominal unit value of 5 Euros, which grant the right to a dividend.
The share capital issued by the Company on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Share capital | 59.968.420 | 59.968.420 |
| Treasury shares | (708.306) | (708.306) |
| Issue premiums | 7.820.769 | 7.820.769 |
| 67.080.883 | 67.080.883 |
The share capital is represented by the following categories of shares:
| Date | Nominal value | No. of shares |
|---|---|---|
| 31st December de 2015 | ||
| Registered | 5 | 6.116.779 |
| Bearer | 5 | 5.876.905 |
| 11.993.684 | ||
| 31st December de 2014 | ||
| Registered | 5 | 6.116.779 |
| Bearer | 5 | 5.876.905 |
| 11.993.684 |
| Year of Acquisition | No.of shares | Nominal value | Total nominal | Total premiums | Total |
|---|---|---|---|---|---|
| 2001 | 34.900 | 5 | 174.500 | 280.945 | 455.445 |
| 2002 | 43 | 5 | 215 | 184 | 399 |
| 2007 | 22 | 5 | 110 | 88 | 198 |
| 2008 | 27.600 | 5 | 138.000 | 114.264 | 252.264 |
| Total | 62.565 | 312.825 | 395.481 | 708.306 |
Legal persons with a stake of over 20% in the share capital on 31 December of 2015 and 2014:
During the years ended on 31 December of 2015 and on 31 December of 2014, the movement in reserves was as follows:
| Legal reserve | Other reserves and Retained earnings |
Other variations on Equity |
|
|---|---|---|---|
| Amount on 1-1-2014 | 6.614.782 | (3.208.218) | 20.424.321 |
| Application of the net profit of the year ended on 31 de Dezembro de 2013 |
- | (2.124.189) | - |
| Other comprehensive income (OCI) year ended 31st-Dec-2014 | - | 449.000 | - |
| Adjustments related with financial assets with the equity pick-up method |
- | - | (791.844) |
| Amount on 31-12-2014 | 6.614.782 | (4.883.407) | 19.632.477 |
| Application of the net profit of the year ended on 31 de Dezembro de 2014 |
- | (1.971.353) | - |
| Other comprehensive income (OCI) year ended 31st-Dec-2015 | - | (6.000) | - |
| Adjustments related with financial assets with the equity pick-up method |
- | - | (1.290.928) |
| Amount on 31-12-2015 | 6.614.782 | (6.860.760) | 18.341.549 |
Legal reserve: Pursuant to commercial legislation in force, at least 5% of the annual net profit if positive, has to be used to reinforce the Legal Reserve until it accounts for at least 20% of the share capital. This reserve may not be distributed except in the event of the liquidation of the company, but may be used for absorbing losses after other reserves run out or are included in the capital.
The application of the previous year's results during the years ended on 31 December of 2015 and 2014 was as follows:
| 2015 | 2014 | |
|---|---|---|
| Legal reserve Other reserves and retained earnings Dividends |
- (1.971.353) - |
- (2.124.189) - |
| (1.971.353) | (2.124.189) |
The results for the year ended December 31st, 2014, negative by -1.971.353 Euros, has been fully transferred to "Other reserves and retained earnings" as decided by the General Meeting of Shareholders dated May 29th, 2015.
The results for the year ended December 31st, 2013, negative by -2.124.189 Euros, has been fully transferred to "Other reserves and retained earnings" as decided by the General Meeting of Shareholders dated May 21st, 2014.
The movement in provisions in the years ended on 31 December 2015 and on 31 December 2014 was as follows:
| 2015 | |||||
|---|---|---|---|---|---|
| Opening | Closing | ||||
| balance | Increases | Reversals | Write-off | balance | |
| Provisions for pensions (Note 22) | 3.388.396 | 186.000 | - | (52.373) | 3.522.023 |
| Provisions for other risks and charges | 300.682 | - | (279.425) | - | 21.257 |
| Losses in subsidiaries | 20.578 | 1.267 | - | - | 21.845 |
| 3.709.656 | 187.267 | (279.425) | (52.373) | 3.565.125 |
| 2014 | |||||
|---|---|---|---|---|---|
| Opening | Closing | ||||
| balance | Increases | Reversals | Write-off | balance | |
| Provisions for pensions (Note 22) | 3.672.252 | 225.000 | (449.000) | (59.856) | 3.388.396 |
| Provisions for other risks and charges | 300.682 | - | - | - | 300.682 |
| Losses in subsidiaries | 60.777 | 1.107 | (41.306) | - | 20.578 |
| 4.033.711 | 226.107 | (490.306) | (59.856) | 3.709.656 |
The provision for other risks and charges is intended to cover estimated liabilities based on information from juridical and legal consultants, arising from lawsuits filed against the Company.
During the year 2015 the following situations resulted in the reversal of the provisions for other risls and charges:
The Company had following provisions as at 31st December 2015:
By the Articles of Association approved in the General Meeting of 29 May 1998, Estoril Sol, SGPS, SA confirmed, in article 36, the right to a retirement pension paid by the company to the former directors who had already retired, based on the previous article 25 of the Articles of Association that were then altered, and the same rights and benefits as those of directors, in office at that time, who had or would have then completed ten years of service – after entering retirement - rights and benefits to be regulated in a contract to be agreed between the Company and these directors.
In order to estimate its liabilities for these payments, the Group follows the procedure of annually obtaining actuarial calculations of the liabilities, calculated using the technical standards of the Insurance Institute of Portugal.
The most recent actuarial study of the assets of the plan and of the present value of the defined benefit obligations was carried out in December of 2015 by a specialised entity accredited for the purpose. The present value of the obligation concerning defined benefits and the cost of current services and of related past services were measured using the projected unit credit method.
The main assumptions made in the actuarial evaluation mentioned above were the following:
| 2015 | 2014 | |
|---|---|---|
| Discount rate | 2% | 2,00% |
| rate of growth of pensions | 0,00% p.a. | 0,00% p.a. |
| Mortality table | ||
| - Before retirement | n.a. | n.a. |
| - After retirement | GKF95 | GKF95 |
| Invalidity table | n.a. | n.a. |
| Table of departures | n.a. | n.a. |
| Retirement age | Age on 1st january 2016 |
The actuarial study resulted the following:
The Company is the lessee in financial and operational leasing contracts related with motor vehicles, which are denominated in Euros.
| 2015 | |||
|---|---|---|---|
| Finance | Operational | ||
| Leasing | Leasing | Total | |
| Up to 1 year | - | 23.795 | 23.795 |
| Between 1 year and 5 years | - | 13.880 | 13.880 |
| - | 37.675 | 37.675 |
| 2014 | ||||
|---|---|---|---|---|
| Finance Leasing |
Operational Leasing |
Total | ||
| Up to 1 year | 24.168 | 24.168 | ||
| Between 1 year and 5 years | - - |
37.306 | 37.306 | |
| - | 61.474 | 61.474 |
On 31 December 2015 and on 31 December 2014 the caption "Other accounts payable" is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Charges with holidays to be paid | 25.988 | 25.767 |
| Specialised work - Fees | 48.294 | 41.347 |
| Other | 62.564 | 56.416 |
| 136.846 | 123.530 |
On 31 December 2015 and on 31 December 2014 the caption of "Suppliers" is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Suppliers, current account | 18.753 | 47.881 |
| 18.753 | 47.881 |
On 31 December 2015 and on 31 December 2014 the caption of "State and Public Sector" is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Current assets: | ||
| Special Payment on Account (IRC) | 33.500 | 27.500 |
| 33.500 | 27.500 | |
| Current Liabilities: | ||
| Corporate Income Tax | 20.034 | 39.626 |
| Social Security Contributions | 4.787 | 5.160 |
| Other taxation | 3.923 | 3.565 |
| 28.744 | 48.351 |
On 31 December 2015 and 31 December 2014 the Company had presented the following guarantees:
| 2015 | 2014 | |
|---|---|---|
| For tax demands in hand / litigation | 39.970 | 39.970 |
| 39.970 | 39.970 |
On 31 December 2015 and 31 December 2014 the Company had the following balances with related parties:
| 2015 | 2014 | ||
|---|---|---|---|
| Current | Current | Current | Current |
| accounts | accounts | accounts | accounts |
| receivable | payable | receivable | payable |
| 10.567 | - | 4.487 | - |
| - | 21.724.376 | 2.050.000 | 26.452.070 |
| 1.591.770 | - | 1.457.699 | - |
| - | 3.271.940 | - | 3.275.554 |
| - | 9.027.325 | - | 9.053.364 |
| 20.788 | - | 19.521 | - |
| 153.768 | - | 18.070 | - |
| (19.521) | - | (19.521) | - |
| 1.757.372 | 34.023.641 | 3.530.256 | 38.780.988 |
During the year 2014 the subsidiary company Chão do Parque – Investimentos Hoteleiros, S.A. was dissolved, as it had no longer any assets and did not engage any economic activity since the year 2010. No additional losses resulted from this operation to the Group Estoril-Sol.
In the years ended on 31 December 2015 and 2014 there were no transactions between related parties
The caption "External supplies and services" in the years ended on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Specialised work | 273.522 | 322.817 |
| Insurance | 165.929 | 164.820 |
| Legal advisory | 80.095 | 474 |
| Rents | 35.921 | 26.323 |
| Representation expenses | 18.297 | 127.412 |
| Energy and other fluids | 7.644 | 8.670 |
| Fees | 7.342 | 7.342 |
| Conservation and repairs | 2.858 | 559 |
| Communication | 450 | 4.127 |
| Travel and hotels | 109 | 1.142 |
| 592.166 | 663.687 |
The caption "Staff Costs" in the years ended on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Remuneration of the Corporate Offices (Note 23) | 172.500 | 172.500 |
| Charges on remuneration | 46.028 | 46.815 |
| Estimate for pensions (Note 14) | 180.000 | 225.000 |
| Insurance | 1.572 | 2.034 |
| Cost osf social action | 2.604 | 2.942 |
| Other - Company secretary | 6.000 | 6.000 |
| 408.705 | 455.291 |
The remuneration of the Corporate Offices of the Company in the years ended on 31 December 2015 and 31 December 2014 is broken down as follows (Note 22):
| Remuneration | 2015 | 2014 |
|---|---|---|
| Board of Directors | 105.000 | 105.000 |
| Audit Board | 56.000 | 56.000 |
| General Meeting | 11.500 | 11.500 |
| 172.500 | 172.500 |
The caption "Other income and gains" in the years ended on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Other income and gains: | ||
| - Other supplementary income | 1.221 | - |
| - Excess of Tax Estimate (IRC) | - | 21.987 |
| - Recovery of receivable debts | 7.450 | - |
| - Other Taxes reimbursement | 7.392 | - |
| - Prior years corrections | - | 2.483 |
| - Sundries | 7.335 | - |
| 23.397 | 24.471 | |
The caption "Other expenses and losses" in the years ended on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Other taxation and rates | 1.050 | 11.672 |
| Membership fees | 2.000 | 2.000 |
| Sundries | 40.953 | 55.867 |
| 44.003 | 69.538 |
The caption "Expenses / reversals of depreciation and of amortization" in the years ended on 31 December 2015 and on 31 December and 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Tangible fixed assets (Note 6) | - | 6.688 |
| - | 6.688 |
The costs and losses of financing recognised in the years ended on 31 December 2015 and 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Interest borne: | ||
| Bank financing | - | 98.028 |
| Finance and operational leasing | 5.887 | 6.604 |
| 5.887 | 104.632 | |
| Other financing costs: | ||
| Comissions and similar charges | 35.778 | 86.062 |
| Other financial costs | 1.077 | 4.367 |
| 42.742 | 195.061 |
In the normal course of its activity the Company is exposed to a variety of financial risks that can change its asset value. Financial risk is understood to be the probability of obtaining results other than those expected, whether these be positive or negative, materially and unexpectedly changing the asset value of the Company.
In order to minimise the potential impact of these risks, the Company adopts a strict and consistent financial policy based on two vitally important instruments:
The financial risks which can possibly impact on the activities undertaken by the Company are those presented below:
The management of the liquidity risk is based on maintaining an adequate level of available cash and on the contracting of credit limits that help not only to ensure the normal development of the Company's activities but also to cater for any operations of an extraordinary nature.
According to the monetary resources freed up by the subsidiary companies over which the Company has control, we feel the financial risk to which the Company is exposed is minimal, and the same understanding has prevailed in the examination carried out by financial institutions, as shown by the fact that asset guarantees are dispensed with for operations under contract.
The Company's exposure to the interest rate risk stems from the existence, in its balance sheet, of financial assets and liabilities, taken out at variable rates. A change in the market rates has a direct impact on the value of the interest received and/or paid, causing consequent variations in cash.
A significant part of the financing obtained by the Company is classified as current, and so the interest rate is frequently revised, which means a greater exposure to fluctuations in market interest rates, whether in the Company's favour or not.
If the market interest rates had been 1% higher during the years ended on 31 December 2015 and 2014, the financial costs of those years would have increased by approximately 0 Euros and 25,000 Euros, respectively.
The result per basic share of the years ended on 31 December 2015 and on 31 December 2014 was determined as follows:
| 2015 | 2014 | |
|---|---|---|
| Net profit of the year | 4.137.918 | (1.971.353) |
| Average weighted number of shares in circulation | 11.931.119 | 11.931.119 |
| Result per basic share | 0,35 | (0,17) |
Due to the fact that there are no situations that cause dilution, the net result per diluted share is the same as the net result per basic share.
The Official Auditor's fees in 2015 and 2014 were 21,000 Euros, for both years, and relate exclusively to the work of the legal review and audit of accounts.
Between the 31st of December 2015 and the date of this report, no relevant facts occurred that could materially affect the financial position and the future results of Estoril-Sol,SGPS, S.A. and the other Companies of the Group.
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| ASSETS | Notes | Dec - 15 | Dec - 14 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible fixed assets | ||||
| Reversible to the State | 15 | 49.062.404 | 53.813.029 | |
| Not reversible to the State | 15 | 57.724.052 | 60.158.213 | |
| Tax deductions on investments | 16 | (18.341.549) | (19.632.477) | |
| Total non-current assets | 88.444.907 | 94.338.765 | ||
| Intangible assets | 17 | 66.962.403 | 78.393.135 | |
| Investment properties | 18 | 204.346 | 209.897 | |
| Other non current assets | 19 | 31.623 | 24.541 | |
| 155.643.279 | 172.966.338 | |||
| CURRENT ASSETS: | ||||
| Inventories | 20 | 6.753.442 | 6.768.436 | |
| Accounts receivable - trade | 21 | 249.575 | 409.769 | |
| Other accounts receivable | 22 | 1.020.032 | 1.051.218 | |
| Cash and cash equivalents | 23 | 10.883.646 | 10.045.442 | |
| Total current assets | 18.906.695 | 18.274.865 | ||
| Total assets | 174.549.973 | 191.241.203 | ||
| EQUITY and LIABILITIES | ||||
| EQUITY: | ||||
| Capital | 24 | 59.968.420 | 59.968.420 | |
| Treasury shares | 24 | (708.306) | (708.306) | |
| Share issue premiuns | 24 | 7.820.769 | 7.820.769 | |
| Legal Reserves | 6.614.782 | 6.614.782 | ||
| Other Reserves and Retained earnings | (7.271.176) | (5.528.891) | ||
| Consolidated net profit | 4.196.063 | (1.736.283) | ||
| Total equity | 70.620.552 | 66.430.491 | ||
| LIABILITIES: | ||||
| NON-CURRENT LIABITIES: | ||||
| Financial debt | 25 | 5.003.232 | 8.948.862 | |
| Other accounts payable | 28 | 4.886.853 | 3.734.424 | |
| Provisions | 27 | 8.284.263 | 6.466.592 | |
| Total non-current liabilities | 18.174.348 | 19.149.878 | ||
| CURRENT LIABILITIES: | ||||
| Financial debt | 25 | 50.715.146 | 75.045.853 | |
| Other accounts payable | 28 | 35.039.927 | 30.614.981 | |
| Total current liabilities | 85.755.073 | 105.660.834 | ||
| Total liabilities | 103.929.421 | 124.810.712 | ||
| Total equity and liabilities | 174.549.973 | 191.241.203 |
The notes form an integral part of these financial statements
CONSOLIDATED INCOME STATEMENT
(Amounts in Euros)
| 31st December | |||
|---|---|---|---|
| Notes | 2015 | 2014 | |
| REVENUE: | |||
| Gaming revenues | 6 | 182.242.909 | 168.229.361 |
| Gaming taxes | 6 | (95.092.204) | (89.746.720) |
| 87.150.705 | 78.482.641 | ||
| Other operating revenue | 6 | 10.626.797 | 7.491.674 |
| 97.777.502 | 85.974.315 | ||
| OPERATING EXPENSES: | |||
| Cost of sales | 7 | (2.745.773) | (2.485.556) |
| Supplies and external services | 8 | (27.302.022) | (24.522.398) |
| Wages and salaries | 9 | (32.898.289) | (30.572.344) |
| Depreciation and amortization | 10 | (21.009.553) | (20.953.672) |
| Impairments - accounts receivable ( (increases) / reversals ) | 98.570 | 69.422 | |
| Provisons ( (increases) / reversals ) | 27 | (1.965.323) | 140.777 |
| Impairment of non-depreciable / amortizable investments | 11 | (2.846) | (3.163) |
| Other indirect taxes | 12 | (365.356) | (391.385) |
| Other operating expenses | 12 | (2.625.390) | (2.227.422) |
| Total operating expenses | (88.815.982) | (80.945.741) | |
| Income before financial results and taxes | 8.961.520 | 5.028.574 | |
| FINANCIAL (LOSSES) AND GAINS: | |||
| Financial losses | 13 | (4.721.858) | (6.593.720) |
| Financial gains | 13 | 27.135 | 26.990 |
| (4.694.723) | (6.566.730) | ||
| Income before taxes | 4.266.797 | (1.538.156) | |
| Income taxes | 14 | (70.734) | (198.126) |
| CONSOLIDATED NET INCOME | 5 / 32 | 4.196.063 | (1.736.282) |
| Attributable to: | |||
| Equity holders of the parent Acionistas da empresa mãe |
4.196.063 | (1.736.282) | |
| Net result per share | 32 | 0,35 | (0,15) |
The notes form an integral part of these financial statements
(Amounts in Euros)
| Notes | 2014 | 2013 | |
|---|---|---|---|
| Consolidated net result of the year | 5 | 4.196.063 | (1.736.283) |
| Components of other comprehensive income (OCI): Items that will never be reclassified subsequently to profit or loss |
|||
| - Actuarial Gains / (Losses) related with post-employment benefit plans | 27 | (6.000) | 449.000 |
| Consolidated comprehensive income of the year | 4.190.063 | (1.287.283) | |
| Attributable to: Equity holders of the parent |
4.190.063 | (1.287.283) | |
| The notes form part of the income statement of the year ended on 31 December 2015 | |||
| 112 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in Euros)
| Share Capital |
Treasury Shares |
Issue Premiums | Legal Reserve | Other Reserves and Retained Earnings |
Consolidated net result of the year |
Total Equity |
|
|---|---|---|---|---|---|---|---|
| Balance at 01st January 2014 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (5.088.770) | (889.120) | 67.717.775 |
| Application of the consolidated net profit of the year ended 31st December 2013 |
- | - | - | - | (889.120) | 889.120 | - |
| Consolidated Other Comprehensive Income (OCI) of the period ended 31st December 2014 |
- | - | - | - | 449.000 | (1.736.283) | (1.287.283) |
| Balance at 31st December 2014 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (5.528.891) | (1.736.283) | 66.430.491 |
| Balance at 01st January 2015 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (5.528.891) | (1.736.283) | 66.430.491 |
| Application of the consolidated net profit of the year ended 31st December 2014 |
- | - | - | - | (1.736.283) | 1.736.283 | - |
| Consolidated Other Comprehensive Income (OCI) of the period ended 31st December 2015 |
- | - | - | - | (6.000) | 4.196.063 | 4.190.063 |
| Balance at 31st December 2015 | 59.968.420 | (708.306) | 7.820.769 | 6.614.782 | (7.271.176) | 4.196.063 | 70.620.553 |
The notes form an integral part of these financial statements
| Notes | 2015 | 2014 | |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Receipts from clients | 187.689.288 | 172.514.459 | |
| Payments to suppliers | (30.175.268) | (27.754.584) | |
| Payments to staff | (28.119.168) | (26.657.795) | |
| Cash flow generated by operations | 129.394.852 | 118.102.080 | |
| Payment of income tax | (195.625) | (74.153) | |
| Payment of Special Gaming tax | (82.982.430) | (83.009.496) | |
| Other payments relating to the operating activity | (5.883.416) | (5.287.761) | |
| Cash flow from operating activities (1) | 40.333.381 | 29.730.671 | |
| INVESTING ACTIVITIES: | |||
| Receipts from: | |||
| Interest and similar income | 27.135 | 26.989 | |
| 27.135 | 26.989 | ||
| Payments in respect of: | |||
| Tangible fixed assets | (6.431.238) | (6.778.704) | |
| (6.431.238) | (6.778.704) | ||
| Cash flow from investment activities (2) | (6.404.103) | (6.751.715) | |
| FINANCING ACTIVITIES: | |||
| Receipts from: | |||
| Bank loans obtained | 490.229.312 | 445.893.335 | |
| 490.229.312 | 445.893.335 | ||
| Payments in respect of: | |||
| Bank loans repaid | (518.676.112) | (461.796.181) | |
| Interest and similar costs | (4.683.367) | (6.638.709) | |
| Amortization of finance leasing contracts | - | (51.857) | |
| (523.359.479) | (468.486.747) | ||
| Cash flow from financing activities (3) | (33.130.166) | (22.593.411) | |
| Variation in cash and cash equivalents (4)=(1)+(2)+(3) | 799.112 | 385.545 | |
| Cash and cash equivalents at the start of the period | 23 | 10.040.238 | 9.654.693 |
| Cash and cash equivalents at the end of the period | 23 | 10.839.350 | 10.040.238 |
The notes form an integral part of these financial statements
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The Estoril Sol Group, through its subsidiary and associated companies (Note 4), conducts business in gaming, the restaurant sector, entertainment and also real estate.
Estoril Sol, S.G.P.S, S.A. is the Holding Company of the Estoril Sol Group ("Group") and the shares representing its share capital are admitted for trading on a regulated market - the Euronext – as such, on 1 January 2005 it was obliged to prepare Consolidated Accounts pursuant to article 3 of Regulation (EC) no. 1606/2002, of the European Parliament and of the Council, of 19 July, following the Portuguese government's publication of Decree Law no. 35/2005, article 11.
The individual accounts of each company of the group reported at 31 December 2015 were prepared within the framework of the provisions in force in Portugal, effective for years starting on 1 January 2010, in conformity with Decree-Law no. 158/2009, of 13 July, and in accordance with the conceptual structure, Accounting Standards and Financial Reporting ("NCRF") and Interpretative Standards (IS) issued, respectively, in notifications 15652/2009, 15655/2009 and 15653/2009, of 27 August 2009, which, as a whole, form the Accounting Standards System ("SNC"), although the consolidated accounts relating to the same period were prepared in accordance with the "International Accounting Standards (IAS)" / "International Financial Reporting Standards" (IFRS).
The attached financial statements were prepared on the assumption of the continuity of operations, based on the books and accounting records of the companies included in the consolidation (Note 4), adjusted to comply with the provisions of the IAS/IFRS as adopted in the European Union, which include the International Accounting Standards ("IAS") issued by the International Accounting Standards Committee ("IASC"), the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), and respective interpretations "IFRIC" issued by the International Financial Reporting Interpretation Committee ("IFRIC") and Standing Interpretation Committee ("SIC"). Hereinafter, this set of standards and interpretations will be generally termed "IFRS".
The Group adopted the IFRS in the elaboration of its consolidated financial statements for the first time in 2005, and so, pursuant to the provisions in IFRS 1 – First Time Adoption of the International Financial Reporting Standards ("IFRS 1"), it is deemed that the transition of the Portuguese accounting principles to the international standards relates to 1 January 2004.
Consequently, in compliance with the provisions of IAS 1, the Group declares that these consolidated financial statements and respective notes comply with the provisions of the IAS/IFRS as adopted by the European Union, in force for economic years starting on 1 January 2015.
The accounting policies adopted in the year ended on 31 December 2015 are consistent with those followed in the preparation of the Group's consolidated financial statements of the year ended on 31 December 2014 and referred to in the respective Notes.
The following standards, interpretations, amendments and revisions endorsed by the European Union are of mandatory application in the year ended 31 December 2015:
| Standard / Interpretation | Applicable in the European Union in the years starting on or after |
Brief description |
|---|---|---|
| IFRIC 21 – Payments to the State | 17-Jun-14 | This amendment establishes the conditions as to timing of the recognition of a liability relating to payment by an entity to the State as a result of a specific event (for example, participation in a specific market), without the payment having specific goods or services received in exchange. |
| Amendment to IFRS 3 – Concentration of business activities (included in improvements to international financial statement standards – 2011-2013 cycle) |
1-Jan-15 | Clarifies that IFRS 3 excludes from its scope of application the realization of a joint agreement on the financial statements of the joint agreement itself. |
| Amendment to IFRS 13 – Measurement at fair value (included in improvements to international financial statement standards – 2011-2013 cycle) |
1-Jan-15 | Clarifies that the exception of the application of the standard to financial assets and liabilities with offsetting positions extends to all contracts under IAS 39, independently of their compliance with the definition of financial asset or liability of IAS 32. |
| Amendment to IAS 40 – Investment properties (included in improvements to international financial statement standards – 2011-2013 cycle) |
1-Jan-15 | Clarifies that it is necessary to apply value judgement to determine if the acquisition of an investment property is the acquisition of an asset or the concentration of business activities covered by IFRS 3. |
The adoption of these standards interpretations, amendments and revisions did not have a significant effect on the Company's financial statements for the year ended 31 December 2015.
The following standards, interpretations, amendments and revisions applicable to future years have, to the date of approval of the accompanying financial statements, been endorsed by the European Union:
| Standard / Interpretation | Applicable in the European Union in the years starting on or after |
Brief description |
|---|---|---|
| Amendment to IAS 19 – Employee benefits – Employee contribution |
1-Feb-15 | Clarifies under which circumstances employees' contributions to post-employment benefit plans consist of a decrease in the cost of sort term benefits. |
| Improvements to international financial statement standards (2010-2012 cycle) |
1-Feb-15 | These improvements involve the clarification of some aspects relating to: IFRS 2 – Share based payments: definition of the vesting condition; IFRS 3 – Concentration of business activities: recording of contingent payments; IFRS 8 – Operating segments: disclosures relating to the aggregation of segments and clarification of the need to reconcile total assets by segment with the amount of the assets in the financial statements; IAS 16 – Tangible fixed assets and IAS 38 – Intangible assets: need to proportionately revalue accumulated amortization in the case of the revaluation of fixed assets; and IAS 24 – Disclosure of related parties: defines that an entity that renders management services to the Company or its parent company is considered a related party; and IFRS 13 – Fair value: clarification relating to the measurement of short term receivables or payables. |
| Improvements to international financial statement standards (2012-2014 cycle) |
1-Jan-16 | These improvements involve the clarification of some aspects relating to: IFRS 5 – Non-current assets held for sale and discontinued operating units: introduces guidelines on how to proceed in the case of changes as to the expected realization method (sale or distribution to the shareholders); IFRS 7 – Financial instruments: disclosures: clarifies the impact of asset monitoring contracts under the disclosures relating to continued involvement of derecognized investments, and exempts the interim financial statements from the disclosures required relating to the compensation of financial assets and liabilities; IAS 19 – Employee benefits: defines that the rate to be used to discount defined benefits must be determined by reference to high quality bonds of companies issued in the currency that the benefits will be paid; and IAS 34 – Interim financial statements: clarification on the |
| procedures to be used when the information is available in other documents issued together with the interim financial statements. |
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|---|---|---|
| Amendment to IFRS 11 – Joint Agreements – Recording of acquisitions of interests in joint agreements |
1-Jan-16 | This amendment relates to the acquisition of inter ests in joint operations. It establishes the require ment to apply IFRS 3 when the joint operation ac quired consists of a business activity in accordance with IFRS 3. When the joint operation in question does not consist of a business activity, the transac tion must be recorded as the acquisition of assets. This amendment is of prospective application to new acquisitions of interests. |
| Amendment to IAS 1 – Presentation of Financial Statements - "Disclosure initiative" |
1-Jan-16 | This amendment clarifies some aspects relating to disclosure initiatives, namely: (i) the entity must not make it difficult to understand the financial state ments by the aggregation of significant items with insignificant items or the aggregation of significant items of different natures; (ii) the disclosures specif ically required by the IFRS need only to be provided if the information in question is significant; (iii) the lines in the financial statements specified by IAS 1 can be aggregated or segregated in accordance with what is significant in relation to the objectives of the financial statement; (iv) the part of other rec ognized income resulting from the application of the equity method in associates and joint agreements must be presented separately from the remaining elements of other recognized income, also segre gating the items that can be reclassified to the statement of profit and loss from those that will not be reclassified; (v) the structure of the notes must be flexible, and should follow the following order: |
| • a declaration of compliance with the IFRS's in the first section of the notes; • a description of the significant accounting policies |
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| in the second section; • supporting information for the items on the finan |
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| cial statements in the third section; and • other information in the fourth section. |
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| Amendment to IAS 16 – Tangible fixed assets and IAS 38 – Intangible assets – Acceptable depreciation and amortization methods |
1-Jan-16 | This amendment establishes the presumption (that can be refuted) that income is not an appropriate basis for amortizing an intangible asset and forbids the use of income as a basis for depreciating tangible fixed assets. The presumption established for amortizing intangible assets can only be refuted when the intangible asset is expressed based on the income generated or when utilization of the financial benefits is significantly related to the |
income generated.
Amendment to IAS 27 – Application of the equity method on separate financial statements
1-Jan-16 This amendment introduces the possibility of measuring interests in subsidiaries, joint agreements and associates in separate financial statements in accordance with the equity method, in addition to the measurements methods presently existing. This change applies retrospectively.
The Group did not early adopt any of these standards early in its consolidated financial statements for the year ended 31 December 2015. However, significant impact on the consolidated financial statements is not expected as a result of this adoption.
The following standards, interpretations, amendments and revisions applicable to future years have, to the date of approval of the accompanying financial statements, not been endorsed by the European Union:
| Standard / Interpretation | Brief description |
|---|---|
| IFRS 9 – Financial Instruments | This standard is part of the revision of IAS 39 and establishes |
| (2009) and subsequent amendments |
the new requirements for the classification and measurement of financial assets and liabilities to the methodology for the calculation of impairment and for the application of hedge accounting rules. This standard is of mandatory application for years beginning on or after 1 January 2018. |
| IFRS 14 – Regulated assets | This standard establishes the financial statement requirements of entities that adopt for the first time IFRS standards applicable to regulated assets. |
| IFRS 15 – Revenue from Client Contracts |
This standard introduces a structure for recognizing revenue based on principles and a model to be applied to all contracts entered into with clients, substituting IAS 18 – Revenue, IAS 11 – Construction contracts; IFRIC 13 – Fidelity programs; IFRIC 15 – Agreements to construct real estate; IFRIC 18 – Transfer of assets from clients and SIC 31 – Revenue – Direct exchange contracts involving services and publicity. This standard is of mandatory application for years beginning on or after 1 January 2018. |
| IFRS 16 – Leases | This standard introduced the principles for the recognition and measurement of leases, substituting IAS 17 – Leases. The standard defines a single model for recording lease contracts, which results in the recognition by the lessor of assets and liabilities for all lease contracts, except for those for periods of less than twelve months or for leases of assets of reduced value. Lessors will continue to classify leases between operating and finance leases, IFRS 16 not requiring substantial changes for such entities in relation to IAS 17. |
| Amendments to IFRS 10 – | These amendments clarify several aspects relating to the |
| Consolidated Financial | application of the consolidation exception by investment |
|---|---|
| Statements, IFRS 12 – | entities. |
| Disclosures Relating to | |
| Participations in Other Entities | |
| and IAS 28 – Investments in | |
| Associates and Jointly Controlled | |
| Entities | |
| Amendments to IFRS 10 – | These amendments eliminate the conflict existing between |
| Consolidated Financial | these standards, relating to the sale or the contribution of |
| Statements and IAS 28 – | assets between the investor and the associate or between the |
| Investments in Associates and | investor and the jointly controlled entity. |
| Jointly Controlled Entities |
These standards have not yet been endorsed by the European Union and so have not been applied by the Group in the year ended 31 December 2015.
The consolidation methods adopted by the Group are the following:
a) Controlled companies
Shareholdings in controlled companies, or rather, in which the Group holds, directly or indirectly more than 50% of the voting rights in a General Meeting of Shareholders or has the power to control their financial and operational policies (definition of control used by the Group), were included in these consolidated financial statements by the purchase method of consolidation. The equity and net result of these companies corresponding to the participation of third parties therein, is presented separately in the consolidated statement of the financial position and in the consolidated income statement, respectively, in the "Minority interests" caption, which on the date of these financial statements had no value.
Companies included in the consolidation are indicated in Note 4.
When losses attributable to shareholders without control exceed the respective interest in the equity of the controlled company, the Group absorbs this excess and any additional losses, except when those shareholders have an obligation or have manifested an intention to do so and are able to cover these losses. If the controlled company subsequently reports profits, the Group appropriates all the profits until the part of the losses absorbed by the Group relating to those shareholders has been recovered.
The assets, liabilities and contingent liabilities of controlled companies are measured by their respective fair value on the acquisition date. Any excess of the acquisition cost over the fair value of the net assets acquired is recognised as goodwill (Note 2.4). If the difference between the acquisition cost and the fair value of the net assets acquired is negative, this is recognised as a result of the period. The interests of shareholders without control are presented by the respective proportion of the fair value of the assets and liabilities identified.
Whenever necessary, adjustments are made to the financial statements of sub-companies to adapt their accounting policies to those used by the Group. The transactions, balances and dividends distributed between Group companies are eliminated in the consolidation process.
Goodwill represents an excess of the purchase price over the fair value of identifiable assets and liabilities for a controlled company, on the respective acquisition date, in conformity with IFRS 3 – Concentrations of business activities. Arising from the exception allowed for in IFRS 1, the Group only applied the provisions of IFRS 3 to acquisitions made after 1 January 2004. The amount of goodwill corresponding to acquisitions prior to this date were maintained at their net values presented on that date, instead of being recalculated in accordance with IFRS 3, being subject to annual impairment tests since that date.
In accordance with IFRS 3, goodwill is not subject to amortization, being presented autonomously in the statement of the financial position. Annually, or whenever there are indications of a possible loss of value, goodwill is subject to impairment tests. The impairment losses identified are stated in the income statement of the year in the "Impairment of non-depreciable / amortizable investments" caption. These impairment losses cannot be reversed.
For the purposes of the analysis of impairment, goodwill is allocated to cash generating units, in which benefits can be expected from the synergies created with the acquisition of the investments. The analysis of impairment is carried out annually, or whenever it is felt necessary, for each cash generating unit. If the recoverable value of the cash generating unit is lower than its book value, the difference is attributed first to goodwill and then to the book value of the assets of the unit, in proportion to their respective value.
An associate company is an entity in which the Group exercises significant influence, but does not have control or joint control, through participation in the decisions relating to its financial and operational policies.
Financial investments in associate companies (Note 4) are recorded using the equity pick-up method, except when they are classified as held for sale, with the participations being initially stated at acquisition cost, to which the difference between this cost and the value proportional to the participation in the equity of these companies, reported on the acquisition date or on the first application of this method, is added or subtracted.
In accordance with the equity pick-up method, shareholdings are adjusted periodically by the value corresponding to the participation in the net results of the associate companies, by other variations in their equity, as well as by the recognition of impairment losses, against financial gains or losses.
Furthermore, dividends received from these companies are stated as a reduction in the value of the financial investments.
The Group suspends the application of the equity pick-up method when the investment in the associate company is reduced to zero and a liability is only recognised if there are legal or constructive obligations before associate companies or their creditors. If the associate company subsequently produces profits, the equity pick-up method is resumed after its part in the profits is equal to the part of the unrecognised losses.
Each year an assessment is made of the investments in associate companies and, when there are indications that the asset could be impaired, the impairment losses that are demonstrated to exist are stated as a cost. When impairment losses recognised in previous periods cease to exist they are reversed up to the limit of the impairment recorded.
Whenever necessary, adjustments are made to the financial statements of associate companies to adapt their accounting policies to those used by the Group.
Tangible fixed assets are initially recorded at acquisition cost, which includes the cost of purchase, any costs directly attributable to the activities necessary to place the assets in the location and condition necessary for them to operate as intended. Arising from the exception allowed for in IFRS 1, revaluations made to tangible assets, in years prior to 01 January 2004, were maintained, with this reassessed value being designated at cost value for the purposes of the IFRS.
Other tangible fixed assets are stated at acquisition cost, less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated, after the time when the asset is ready to be used, in accordance with the straight line method with duodecimal imputation, in conformity with the estimated useful life for each group of assets.
The useful lives and method of depreciation of the various assets are revised annually. The effect of any change in these estimates is recognised prospectively in the income statement.
Tangible fixed assets allocated to the gaming concessions are revertible to the State at the end of the respective concessions ("reversible tangible fixed assets"), being depreciated in accordance with the straight line method according to their useful lives, always paying attention to the number of years remaining until the end of the respective concessions, as follows:
| Concession | End of the concession |
|---|---|
| Estoril and Lisbon Casino | 2020 |
| Póvoa Casino | 2023 |
Other tangible fixed assets ("Tangible fixed assets non-revertible to the State") are depreciated using the straight line method with duodecimal imputation during the following estimated useful lives:
| Homogenous class | Years |
|---|---|
| Buildings and other constructions | 20 - 50 |
| Basic equipment | 3 - 10 |
| Vehicles | 3 - 4 |
| Office equipment | 3 - 10 |
| Other tangible fixed assets | 3 - 10 |
Current maintenance and repair costs are recorded as a cost when incurred. Improvements are recorded as assets only in those cases concerning increased future economic benefits and which correspond to the replacement of goods, which are written down.
The gain (or loss) resulting from the sale or write-off of a tangible fixed asset is determined as the difference between the amount received in the transaction and the net book value of the asset and is recognised in results in the year in which the write-off or sale takes place.
Leasing contracts are classified as finance leasing if, through these, all the risks and benefits inherent to ownership of the corresponding assets are substantially transferred to the lessee. Other leasing contracts are classified as operating leases. Leasing is classified according to the substance and not the form of the contract.
Leasing in which the Company acts as lessee
Assets acquired under finance lease contracts, as well as the corresponding responsibilities, are recorded at the start of the leasing for the lower value of either the fair value of the assets or the present value of the minimum leasing payments. The instalments include the financial cost and amortization of the capital, with financial costs being imputed in accordance with a constant periodic interest rate on the outstanding balance of the liability.
In the case of operating leases, the lease instalments due are recognised as costs on a straight-line basis over the period of the lease contract. The incentives received are stated as a liability, with the aggregate amount thereof being recognised as a reduction in the costs with the lease, also on a straight-line basis.
Contingent payments are recognised as expenses of the year in which they are incurred.
Intangible assets essentially correspond to the premiums paid for the operating rights in the gaming areas of Estoril and Póvoa during the period that was negotiated with the Portuguese Government. The Estoril gaming area includes Estoril Casino and Lisbon Casino, with operations at the latter having begun on 19 April 2006. These premiums are stated at acquisition cost less amortization and any accumulated impairment losses. Intangible assets are acknowledged only when it is likely that the Group will derive future economic benefits from them, and that they are both controllable and reliably measured.
Amortization is calculated using the straight line method, from the moment that the assets are available for use, according to the estimated useful life, with the end of the respective concessions being considered as follows:
| Concession | End date of the concession |
|---|---|
| Estoril and Lisbon Casinos | 2020 |
| Póvoa Casino | 2023 |
Whenever there is any indicator that the Company's tangible fixed assets, intangible assets and investment properties could be impaired, an estimate is made of its recoverable value in order to determine the extent of the impairment loss (according to the case). When the recoverable value of an individual asset cannot be determine, the recoverable value of the cash generating unit to which this asset belongs is estimated.
The recoverable value of the asset or of the cash generating unit is the higher between (i) the fair value less sale costs and (ii) the usage value. In the determination of the usage value, the estimated future cash flows are discounted using a discount rate that reflects the expectations of the market concerning the temporal value of the money and regarding the specific risks of the asset or of the cash generating unit in relation to which the estimates of future cash flows have not been adjusted.
Whenever the net book value of the asset or of the cash generating unit is higher than its recoverable value, an impairment loss is recognised. An impairment loss is immediately entered in the income statement, except if this loss compensates a surplus revaluation recorded in equity. In this latter case, this loss will be treated as a decrease in that revaluation.
The reversal of impairment losses recognised in previous years is recorded when there is evidence that the impairment losses recognised previously no longer exist are have reduced. The reversal of impairment losses is recognised in the income statement in the respective caption of "Reversals of impairment losses". Impairment losses are reversed up to the limit of the amount that would be recognised (net of amortization) if the loss had not been recorded.
Under the Gaming Concession Contracts, the Group has the right to annually deduct the following expenses from the gaming tax:
Tax deductions representing the loses referred to under 1) and to the expenses mentioned under 2) are fully recorded in the Income Statement for the period to which they relate (Note 2.6);
Investment properties essentially consist of buildings held to obtain rents or for appreciation of the capital (or both), and are not intended for use in the production or supply of goods or services or for administrative purposes or for sale in the ordinary course of the business.
Investment properties are initially measured at cost (which includes transaction costs). Subsequently, investment properties are measured in accordance with the cost model.
Costs incurred related with investment properties in use, namely, maintenance, repairs, insurance and taxation on properties are recognised as a cost in the period that they relate to. Improvements in investment properties in relation to which there are expectations that they will generate additional future economic benefits are capitalised in the "Investment properties" caption.
Investment properties are depreciated in accordance with the straight line method with duodecimal imputation during the following estimated useful lives:
| Homogenous class | Years |
|---|---|
| Buildings and other constructions (apartment) | 50 |
| Basic equipment (contents) | 8 |
Inventories are recorded at cost or net realizable value, whichever is lower. The net realizable value represents the estimated sale price less all the costs estimated and necessary to conclude the inventories and to make the sale.
The costing method of inventories adopted by the Company is the average cost.
Expenses and income are recognised in the year they relate to, in accordance with the principle of accrual accounting, irrespective of when the transactions are invoiced. Expenses and income for which the real value is not known are estimated.
Expenses and income imputable to the current year where the expense and income on which will only take place in future periods, together with the expenses and income that have already occurred, but which relate to future periods and which will be imputed to the results of each of these periods, for the value corresponding to them, are stated in the deferrals captions.
Financial interest and income are recognised in accordance with the principle of accrual accounting and in accordance with the effective interest rate applicable.
Income tax corresponds to the sum of current taxation and deferred taxation. Current tax and deferred tax are recorded in the Income Statement except when the deferred tax is related with items entered directly in equity. In these cases the deferred tax is also stated in equity.
Current tax on income is calculated based on the taxable profit of the year of the various entities included in the consolidation perimeter. The taxable profit differs from the accounting result as it excludes diverse expenses and income that will only be deductible or taxable in subsequent years, as well as expenses and income that will never be deductible or taxable in accordance with the tax rules in force.
Deferred tax relates to the temporary differences between the amounts of the assets and liabilities for accounts reporting purposes and the respective amounts for the purposes of taxation, as well as the results of tax benefits obtained and of temporary differences between the fiscal and accounting results.
Deferred tax liabilities are generally recognised for all temporary taxable differences.
Deferred tax assets are recognised for temporary deductible differences, although this recognition only occurs when there are reasonable expectations of future tax profits that are sufficient for these deferred tax
assets to be used. These deferred tax assets are revised on each reporting date, these being adjusted according to expectations regarding their future use.
Deferred tax assets and liabilities are measured using the tax rates that are expected to be in force on the date of the reversal of the corresponding temporary differences, based on the tax rates (and fiscal legislation) that are formally issued on the reporting date.
Compensation between assets and deferred tax liabilities is only permitted when: (i) the Company has a legal right to compensate between these assets and liabilities for the purposes of liquidation; (ii) these assets and liabilities are related with income taxation raised by the same tax authority (i) and (iii) the Company intends to perform this compensation for the purposes of liquidation.
The Company is covered by the Special System for Taxation of Groups of Companies ("SSTGC"), as established in article 69 of the Portuguese Corporate Income Tax Code (CIRC) and covers all the companies in which it has a direct or indirect holding of at least 75% of the respective capital and which are, at the same time, resident in Portugal and taxed under Corporation Tax (IRC). Under this regime the taxable profit of the Group relating to each tax period is calculated by the controlling company (Estoril Sol, SGPS, SA), through the algebraic sum of taxable profits and tax losses obtained in the individual periodic statements for each of the companies belonging to the group. The amount obtained is adjusted for part of the profits distributed among group companies that is included in the individual taxable bases.
The following companies are part of this system:
For other companies also included in the consolidation perimeter (Note 4), and whose main activity is the operation of games of fortune, namely: Estoril Sol (III) – Turismo, Animação e Jogo, S.A and Varzim Sol – Turismo, Jogo e Animação, S.A, Estoril-Sol Digital – Online Gaming Products and Services, S.A., there is no Corporate Tax (IRC). The activity of these two companies, in accordance with clause 7 of the Notice of the Ministry of the Economy, represented by the Inspectorate-General for Gaming, of 14 December 2001, published in the III Series of the Diário da República no. 27 of 01 February 2002, the concessionaire is obliged to pay a special tax for operating gaming activities, with no other general or local tax being payable relating to the exercise of this activity or any other which it is required to under this contract, with the respective collection and payment being performed pursuant to articles 84 and following of Decree Law no. 422/89.
The debts of customers and of other third parties are entered at their nominal value less any impairment losses. Impairment losses correspond to the difference between the amount initially stated and the recoverable value, and are recognised in the statement of comprehensive income of the period in which they are estimated.
The amounts included in the caption of cash and cash equivalents correspond to the amounts in cash, bank deposits and that which can be immediately moved with an insignificant risk of a change in value.
For the purposes of the cash flow statement, the caption of cash and cash equivalents also includes bank overdrafts included in the caption "Financing obtained".
Accounts payable are entered at their nominal value, discounted by any interest calculated and recognised in accordance with the effective interest rate method.
Loans are recognised initially for the value received, net of issuing expenses. In subsequent periods, loans are carried at amortised cost; any difference between the amounts received (net of issuing costs) and the value payable is recognised in the statement of comprehensive income during the period of the loans using the effective interest rate method.
Loans which fall due in less than twelve months are classified as current liabilities, unless the Group has the unconditional right to defer the settlement of the liabilities for more than twelve months after the date of the statement of the financial position.
Provisions are only recognised when the Company has a present obligation (legal or implied) resulting from a past event, for the resolution of which it will likely become necessary to spend internal resources, the amount of which may be reasonably estimated.
The amount of provisions recognised consists of the present value of the best estimate on the reporting date of the resources necessary to settle the obligation. This estimate is determined taking the risks and uncertainties associated to the obligation into consideration.
Provisions are revised on the reporting date and are adjusted in order to reflect the best estimate on that date.
With regard to the defined benefit plans, the corresponding cost is determined using the projected unit credit method, with the respective liabilities being determined based on actuarial studies carried out on each reporting date by independent actuaries.
The cost of the past services is recognised in results on a linear basis during the period until the corresponding benefits are acquired. They are recognised immediately in as the benefits are fully acquired.
The liability associated to the guaranteed benefits recognised in the balance sheet represents the present value of the corresponding obligation, adjusted for actuarial gains and losses and for the cost of unrecognised past services.
Contingent liabilities are not recognised in the financial statements, being disclosed whenever the possibility of there being an outflow of resources including economic benefits is not remote.
Contingent assets are not recognised in the financial statements, being disclosed when the existence of a future economic influx of resources is probable.
Income is measured by the fair value of the counter-payment received or receivable. Income from the provision of services is recognised with reference to the stage of completion of the transaction/service on the reporting date, provided that all the following conditions are met:
Income arising from the sale of assets is recognised when all the following conditions are met:
Financial charges related with loans obtained are generally recognised as expenses as they are incurred.
Assets and liabilities held for sale (or discontinued operations and related groups of assets and liabilities) are measured at the lesser of the book value or respective sale value, less sale costs and are classified as being held for sale if the respective value is realizable through a sale transaction instead of through their continued use.
This situation is only considered to happen when: (i) the sale is highly probable and the asset is available for immediate sale in its current conditions; (ii) management is committed to a sale plan; and (iii) the sale is expected to take place within a period of 12 months.
Assets realizable and liabilities required for payment within one year from the date of the statement of the financial position are classified, respectively, in assets and liabilities as current.
Events which occur after the close date of the year and which provide additional information regarding conditions that existed on the close date of the year are reflected in the consolidated financial statements.
Events which occur after the close date of the year and which provide additional information regarding conditions that occur after the close date of the year are disclosed in the Notes to the consolidated financial statements, if material.
In the preparation of the attached financial statements judgments of value and estimates were made and diverse assumptions used that affect the book value of the assets and liabilities, as well as the income and expenses of the year.
The underlying estimates and assumptions were determined based on the best knowledge of the events and transactions in hand existing on the date of approval of the financial statements, as well as on the experience of past and/or current events. Nevertheless, situations can occur in subsequent periods that, not being foreseeable on the date of approval of the financial statements, were not considered in these estimates. Changes to the estimates that occur after the date of the financial statements will be corrected prospectively. For this reason and given the degree of associated uncertainty, the real results of the transactions in question may differ from the corresponding estimates.
During the year ended on 31 December of 2014, there were no changes in accounting policies in relation to those used in the preparation and presentation of the financial statements of the year ended on 31 December 2013, nor were any material errors recognised relating to previous periods.
The main judgments of value and estimates made in the preparation of the attached financial statements were the following:
The companies included in the consolidation, their registered offices, the method of consolidation adopted and the proportion of the capital effectively held on 31 December 2015 and 2014 are the following:
| Method of | of the capital held | |||
|---|---|---|---|---|
| Name | Head office | Consolidation | Dec-15 | Dec-14 |
| Estoril-Sol, S.G.P.S., S.A. | Estoril | Integral | Holding. Co. | Holding. Co. |
| Estoril-Sol (III) - Turismo, Animação e Jogo, S.A. | Estoril | Integral | 100 | 100 |
| Varzim Sol - Turismo, Jogo e Animação, S.A. | Póvoa de Varzim | Integral | 100 | 100 |
| Estoril-Sol V - Investimentos Imobiliários, S.A. | Estoril | Integral | 100 | 100 |
| DTH - Desenvolvimento Turistico e Hoteleiro, S.A. | Estoril | Integral | 100 | 100 |
| Estoril-Sol Imobiliária, S.A. | Estoril | Integral | 100 | 100 |
| Estoril-Sol - Investimentos Hoteleiros, S.A. | Estoril | Integral | 100 | 100 |
| Estoril-Sol e Mar - Investimentos Imobiliários, S.A. | Estoril | Integral | 100 | 100 |
| Estoril-Sol Digital, Online Gaming Products and Services, S.A. | Estoril | Integral | 100 | n/a |
ESTORIL-SOL DIGITAL – ONLINE GAMING PRODUCTS AND SERVICES, S.A. – with a Share Capital of EUR 500.000 is 100% held by ESTORIL-SOL (III) –TURISMO, ANIMAÇÃO E JOGO, S.A.
The Company was founded in September 2015 in order to apply for an online gaming license. As described in point 13 "Relevant Facts" of Management Report, the Group Estoril-Sol disagrees with the regulation now applicable for online gambling which represents a penalty to the gambling concessionaires as it unilaterally terminates the exclusive right of exploitation of games of fortune and chance in Portugal.
Estoril-Sol, SGPS, S.A. indirectly holds 33.33% of the company Parques do Tamariz, S.A., through Estoril Sol Imobiliária, S.A.
These holdings are presented at the value resulting from the equity pick-up method. Using this method, the financial statements include the part attributable to the Estoril Sol Group of the results recognised from the date on which the significant influence starts up to the date on which it effectively ends. Associate companies are entities in which the Estoril Sol Group has between 20% and 50% of the voting rights, or in which the Group has significant influence.
The segments reportable by the Group are based on the identification of segments in line with the financial information that is reported internally to the Board of Directors and which supports the Board in its evaluation of the performance of the businesses and in taking decisions with regard to the allocation of the resources to be used. The segments identified by the Group for reporting by segments, are therefore consistent with the way in which the Board of Directors analyses its business, corresponding to the Estoril Gaming Concession the Estoril Casino and Lisbon Casino, Póvoa Casino and Others (essentially including the effect of the holding companies and of the other operating activities of the Group).
On 31 December 2015 and 2014, the information by business segment, is as follows:
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Estoril Game Concession | Póvoa Game Concession |
||||||
| Estoril | Lisboa | Póvoa | |||||
| Casino | Casino | Sub-Total | Casino | Other | Total | ||
| Net assets | 42.318.650 | 81.111.140 | 123.429.790 | 44.563.462 | 6.531.721 | 174.524.973 | |
| Net liabilities | 31.001.431 | 37.423.900 | 68.425.331 | 30.982.325 | 4.496.765 | 103.904.421 | |
| Result of the segment | (1.367.742) | 10.777.484 | 9.409.742 | (4.139.562) | (1.074.117) | 4.196.063 | |
| Investment assets: | |||||||
| - tangible fixed | 1.958.484 | 2.761.896 | 4.720.380 | 1.775.515 | - | 6.495.895 | |
| - intangible | - | - | - | - | - | - | |
| Average no. of staff | 333 | 299 | 632 | 234 | 16 | 882 |
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Estoril Game Concession | Póvoa Game Concession |
|||||
| Estoril Casino |
Lisboa Casino |
Sub-Total | Póvoa Casino |
Other | Total | |
| Net assets | 50.657.299 | 84.541.518 | 135.198.817 | 49.903.126 | 6.139.260 | 191.241.203 |
| Net liabilities | 38.777.238 | 44.494.420 | 83.271.658 | 37.232.426 | 4.306.627 | 124.810.711 |
| Result of the segment Investment assets: |
(1.958.726) | 8.900.673 | 6.941.947 | (7.147.441) | (1.530.789) | (1.736.283) |
| - tangible fixed | 3.170.187 | 1.484.826 | 4.655.013 | 1.314.447 | - | 5.969.460 |
| - intangible Average no. of staff |
- 324 |
- 295 |
- 619 |
- 234 |
- 15 |
- 868 |
The consolidated operating income, in the years ended on 31 December 2015 and 2014, is split in the following manner:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| Estoril Game Concession | Póvoa Game | |||||
| Concession | ||||||
| Estoril | Lisboa | Póvoa | Other | |||
| Nature | Casino | Casino | Sub-Total | Casino | Total | |
| Gaming revenues: | ||||||
| - Slot Machines | 46.034.104 | 64.231.756 | 110.265.860 | 33.918.109 | - | 144.183.969 |
| - Table based gaming | 15.541.188 | 14.761.829 | 30.303.017 | 8.043.928 | - | 38.346.945 |
| - Progressive games prizes | (128.600) | (90.375) | (218.975) | (69.030) | - | (288.005) |
| 61.446.692 | 78.903.210 | 140.349.902 | 41.893.007 | - | 182.242.909 | |
| Gaming taxes: | ||||||
| - Special Gaming Tax (current) | (30.787.646) | (39.496.793) | (70.284.439) | (20.981.019) | - | (91.265.457) |
| - Annual Gaming Tax ( difference to minimum grant ) |
- | - | - | (3.826.747) | - | (3.826.747) |
| (30.787.646) | (39.496.793) | (70.284.439) | (24.807.765) | - | (95.092.204) | |
| Other operating revenues: | ||||||
| - F&B and Entertainment | 4.132.187 | 440.610 | 4.572.797 | 866.509 | - | 5.439.306 |
| - Tax deductions - Entertainment | 1.673.737 | 1.374.384 | 3.048.122 | 1.604.277 | - | 4.652.399 |
| - Supplementary income | 210.687 | 45.152 | 255.839 | 20.562 | - | 276.401 |
| - Other | 10.619 | 0 | 10.619 | 8.955 | 239.118 | 258.691 |
| 6.027.230 | 1.860.146 | 7.887.376 | 2.500.303 | 239.118 | 10.626.797 | |
| 36.686.276 | 41.266.564 | 77.952.840 | 19.585.545 | 239.118 | 97.777.502 |
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Estoril Game Concession | Póvoa Game Concession |
|||||
| Nature | Estoril Casino |
Lisboa Casino |
Sub-Total | Póvoa Casino |
Other | Total |
| Gaming revenues: | ||||||
| - Slot Machines | 43.866.538 | 61.176.905 | 105.043.443 | 31.122.905 | - | 136.166.348 |
| - Table based gaming | 13.943.305 | 12.092.093 | 26.035.398 | 6.100.504 | - | 32.135.902 |
| - Progressive games prizes | (44.826) | (12.693) | (57.519) | (15.370) | - | (72.889) |
| 57.765.017 | 73.256.305 | 131.021.322 | 37.208.039 | - | 168.229.361 | |
| Gaming taxes: | ||||||
| - Special Gaming Tax (current) | (28.904.922) | (36.634.499) | (65.539.421) | (18.611.705) | - | (84.151.125) |
| - Annual Gaming Tax ( difference to minimum grant ) |
- | - | - | (5.595.595) | - | (5.595.595) |
| (28.904.922) | (36.634.499) | (65.539.421) | (24.207.300) | - | (89.746.720) | |
| Other operating revenues: | ||||||
| - F&B and Entertainment | 3.498.137 | 550.794 | 4.048.931 | 677.861 | - | 4.726.792 |
| - Tax deductions - Entertainment | 1.093.836 | 732.690 | 1.826.526 | 589.747 | - | 2.416.273 |
| - Supplementary income | 167.594 | 51.469 | 219.062 | 14.794 | - | 233.856 |
| - Other | 4.079 | 783 | 4.862 | 5.610 | 104.280 | 114.753 |
| 4.763.647 | 1.335.735 | 6.099.382 | 1.288.012 | 104.280 | 7.491.674 | |
| 33.623.742 | 37.957.541 | 71.581.283 | 14.288.752 | 104.280 | 85.974.315 |
Income from the segments comes from transactions with external customers. There are no transactions between segments. The accounting policies of each segment are the same as those of the Group.
The Special Gaming Tax is applied to the net income from the gaming activity carried out by Estoril Sol (III) – Turismo, Animação e Jogo, S.A which currently runs the Estoril Casino and Lisbon Casino, and by Varzim Sol – Turismo, Jogo e Animação, S.A. which runs the Póvoa de Varzim Casino.
In accordance with clause 7 of the Notice of the Ministry of the Economy, represented by the Inspectorate-General for Gaming, of 14 December 2001, published in the III Series of the Diário da República no. 27 of 01 February 2002, the concessionaire is obliged to pay a special tax for operating gaming activities, with no other general or local tax being payable relating to the exercise of this activity or any other which it is required to under this contract, with the respective collection and payment being performed pursuant to articles 84 and following of Decree Law no. 422/89
In this regard, the activities undertaken by these companies are not subject to Corporate Tax (IRC).
The Decree Law n º 29/88 of 3 August, down in paragraph 1 of Article 3, the concessionaire is obliged to pay an annual payment amounting to 50% of the gross gaming revenues. This payment cannot be, under any circumstances, lower than the values in the table attached to that Decree Law.
The minimum annual contributions were established (prices of the year 2000) by Decree-Law No. 275/2001 of 14 December 2001, by the time the Concessions Contracts were extended by fifteen years more.
At the beginning of the year 2015 the Regulatory-Decree nº1/2015 of 21st January came to approve the split payment in installments of the annual minimum contributions calculated based on Decree-Law 275/2001, subject to prior approval from "Turismo de Portugal" of the payments schedule proposed by the Game Concessionaire Companies.
The Regulatory-Decree nº1/2015 was applied for the first the time to the amounts related to the year ended December 2014, which initially payment deadline was on January 31st, 2015.
The value of Casino da Póvoa minimum annual payment for the year 2015 at 2000 current prices, is 18.305.883 Euros. According to Article 4 of the Decree n º 29/88 of 3rd August this value is updated based on the index of consumer prices for the mainland, excluding housing, published by the National Statistics Institute (INE), for the year to which the payment relates to. Following this update, the minimum annual payment for the year 2015 stood at 24.807.765 Euros.
In 2015 Casino da Póvoa gross gaming revenues amounted to 41.962.037 Euros. The 50% annual payment over gross gaming revenues represents 20,981,019 Euros, a figure lower than the minimum annual payment calculated pursuant to Decree-Law No. 275/2001. By that reason the Casino da Póvoa Concessionaire would have to pay to the state the remaining amount in the total of 3,826,746 Euros for the year 2015. (Note 28). Of this amount, 2,098,102 Euros are at the date of this report settled by the Concessionaire Company since they had the maturity date on January 31st, 2016. The remaining 1,728,645 Euros according to prior authorization from Turismo de Portugal will be paid in three equal annual instalments, 576.215 Euros, on December 31st, 2016, 2017 and 2018 (Note 28).
During the first quarter of 2013, after a unanimous vote taken at the headquarters of the Portuguese Association of Casinos, the operating companies from the Group Estoril-Sol, have filed lawsuits against the State in which they seek to be restored the financial balance of Gaming Concessions. Such a claim is founded, among other reasons, because the State, through its actions and omissions has given rise to changes in circumstances that were the basis for the negotiation of the gaming concessions. Of them highlights the fact that it was assumed for tax basis a continuing and significant increase of gaming revenue throughout the concession period. Despite not having checked this proposition due to the economic climate and as a result of the State attitude in relation to online gambling and illegal gambling, among others, it continued to require them to pay very high taxes, calculated on revenue that the Concessionaires did not obtain. Thus, remained no alternative to the Concessionaires that was not to challenge with the competent Administrative and Fiscal Courts the settlements of tax to which they were presented, and for that purpose submit the necessary judicial guarantees. However by the time of approval of this report, and although the Group has contested all tax assessments which have been submitted, they are, without exception, paid. The Group or any of its subsidiaries, by the time of approval of these financial statements (April 2015), do not have any overdue debt related with "Gaming tax" to the Portuguese State. (Note 28).
In the years ended on 31 December 2015 and 2014, this caption is broken down as follows:
| 2015 | |||||
|---|---|---|---|---|---|
| Finished and | Raw materials | ||||
| intermediate | and | ||||
| Goods | products | consumables | Total | ||
| Opening balance | 3.264.192 | 3.176.352 | 327.892 | 6.768.436 | |
| Purchases | - | - | 2.727.453 | 2.727.453 | |
| Adjustments | - | - | 3.324 | 3.324 | |
| Closing balance | 3.264.192 | 3.176.352 | 312.897 | 6.753.441 | |
| Cost of goods sold and materials consumed |
- | - | 2.745.772 | 2.745.773 |
| 2014 | |||||
|---|---|---|---|---|---|
| Finished and intermediate |
Raw materials and |
||||
| Goods | products | consumables | Total | ||
| Opening balance | 3.264.197 | 3.176.352 | 332.456 | 6.773.005 | |
| Purchases | 310 | - | 2.484.722 | 2.485.032 | |
| Adjustments | - | - | (4.047) | (4.047) | |
| Closing balance | 3.264.192 | 3.176.352 | 327.892 | 6.768.436 | |
| Cost of goods sold and materials consumed |
315 | - | 2.485.239 | 2.485.556 |
In the years ended on 31 December 2015 and 2014, external supplies and services were as follows:
| 2015 | 2014 | |
|---|---|---|
| Gifts to customers | 4.241.690 | 4.056.618 |
| Subcontracts | 3.158.501 | 2.497.717 |
| Energy and other fluids | 2.895.464 | 2.842.765 |
| Conservation and repairs | 2.726.096 | 2.130.164 |
| Specialized work | 2.648.412 | 1.729.802 |
| Cleaning and laundry | 2.426.924 | 2.374.820 |
| Royalties | 1.999.650 | 2.335.011 |
| Advertising | 1.843.083 | 1.150.088 |
| Surveillance and security | 1.600.242 | 1.497.907 |
| Rents | 1.161.080 | 1.272.113 |
| Insurance | 592.896 | 605.274 |
| Communication | 528.382 | 278.067 |
| Fees | 375.988 | 620.482 |
| Travel and hotels | 203.532 | 196.513 |
| Other | 900.082 | 935.057 |
| 27.302.022 | 24.522.398 |
In the years ended on 31 December 2015 and 2014, staff costs were as follows:
| 2015 | 2014 | |
|---|---|---|
| Remuneration of corporate offices | 2.856.538 | 2.897.796 |
| Remuneration of staff | 22.297.692 | 20.207.820 |
| Indemnities | 85.368 | 157.604 |
| Charges on remuneration | 5.631.350 | 5.298.913 |
| Insurance | 178.025 | 164.124 |
| Social charges | 1.044.140 | 952.494 |
| Premiums for pensions | 180.000 | 225.000 |
| Other | 625.176 | 668.594 |
| 32.898.289 | 30.572.344 |
During the years ended on 31 December 2015 and 2014, the average number of staff in the service of the Group was 872 and 858 employees, respectively.
The fees of the Official Auditor exclusively referring to the legal revision and audit services of the accounts amounted to 71.000 Euros and 70.100 Euros, during 2015 and 2014, respectively.
In the years ended on 31st December 2015 and 2014, the Group booked the following depreciations:
| 2015 | 2014 | |
|---|---|---|
| Tangible fixed assets (Note 15) | 13.680.303 | 13.345.178 |
| Tax deductions on investments (Note 16) | (4.107.031) | (3.676.504) |
| Net | 9.573.272 | 9.668.674 |
| Intangible assets (Note 17) | 11.430.732 | 11.279.449 |
| Investment properties (Note 18) | 5.551 | 5.551 |
| 21.009.553 | 20.953.674 |
In the years ended on 31st December 2015 and 2014, the Group booked the following impairments over its non-depreciable/amortizable investments:
| 2015 | 2014 | |
|---|---|---|
| Other treasury applications | 2.846 | 3.163 |
| 2.846 | 3.163 |
In the years ended on 31 December 2015 and 2014, the captions of other taxation and other operating expenses were as follows:
| 2015 | 2014 | |
|---|---|---|
| Other taxation and rates | 365.356 | 391.385 |
| Sub-total I (other taxation) | 365.356 | 391.385 |
| Sundries expenses | 72.426 | 226.426 |
| Offer of own goods and services | 1.878.794 | 1.280.921 |
| write-off of tangible fixed assets | 4.937 | 56.061 |
| Quotas | 121.066 | 128.936 |
| Losses in inventories | 4.296 | 8.013 |
| Donations | 119.399 | 139.792 |
| Other | 424.472 | 387.272 |
| Sub-total II (Other operating costs) | 2.625.390 | 2.227.422 |
| 2.990.746 | 2.618.807 |
Financial costs and income for the years ended on 31 December 2015 and 2014 is broken down as follows:
| Financial Costs | 2015 | 2014 |
|---|---|---|
| Interest borne: | ||
| Financing from banks | (2.925.493) | (4.783.548) |
| Finance and operating leasing | (148.283) | (85.087) |
| (3.073.776) | (4.868.636) | |
| Other financing costs: | ||
| Comissions and similar charges | (1.260.830) | (1.315.209) |
| Other financial costs | (387.252) | (409.876) |
| (4.721.858) | (6.593.720) | |
| Financial Income | 2015 | 2014 |
| Interests from bank deposits | - | 4 |
| Exchange gains | 20.635 | 16.361 |
| Other | 6.500 | 10.625 |
| 27.135 | 26.990 | |
| Net financial costs | (4.694.723) | (6.566.730) |
The Company is subject to corporation income tax at the rate of 21% plus a Municipal Surcharge of 1.5% of taxable income, resulting in a maximum aggregate tax rate of 22.5%. In addition, taxable income for the year ended 31 December 2015 in excess of 1.500.000 Euros is subject to a State Surcharge under the terms of article 87-A of the Corporation Income Tax Code at the following rates:
(a*) When more than (euro) 7 500 000 until (euro) 35 000 000, is divided into two parts: one, equal to (euro) 6 000 000, which is subject to the rate of 3%; another, equal to the taxable income in excess of (euro) 7 500 000, which is subject to the rate of 5%;
(b*) When more than (euro) 35 500 000, is divided into three parts: one, equal to (euro) 6 000 000, which is subject to the rate of 3%; another, equal to (euro) 27 500 000, which is subject to the rate of 5%; and another, equal to the taxable income in excess of (euro) 35 000 000, which is subject to the rate of 7%;
In addition, net finance costs for 2015 and following years are deductible for determining annual taxable income according with the greater of the following limits:
In accordance with legislation in force, the tax declarations are subject to revision and correction by the tax authorities during a period of four years (five years for the Social Security), except when there have been tax losses, tax benefits have been granted, or inspections, complaints or objections are under way, in which
cases, depending on the circumstances, deadlines for filing such statements are extended or suspended. In this way, the Company's tax declarations of the years from 2012 to 2015 could still be subject to revision.
The Company is covered by the Special System for Taxation of Groups of Companies ("SSTGC"), which is defined in article 69 of the Corporate Income Tax Code and covers all the companies in which it has a direct or indirect holding of at least 75% of the respective capital and which are, at the same time, resident in Portugal and taxed under Corporation Tax (IRC). Under this regime the taxable profit of the group relating to each tax period is calculated by the controlling company (Estoril Sol, SGPS, SA), through the algebraic sum of taxable profits and tax losses obtained in the individual periodic statements for each of the companies belonging to the group. The amount obtained is adjusted for part of the profits distributed among group companies that is included in the individual taxable bases.
The following companies are part of this system ("SSTGC"):
The cost of taxation on income on 31 December 2015 and 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Pre-Tax Profit | 4.266.797 | (1.538.156) |
| Writte-off of the Result of Companies exempt from IRC and subject to the Special Gaming Tax |
(5.320.880) | 46.994 |
| Pre-Tax Profit of the Companies (SSTGC) | (1.054.083) | (1.491.162) |
| Non-deductible costs | ||
| Other non-deductible costs | 404.463 | 3.855 |
| 404.463 | 3.855 | |
| Non-taxable income | ||
| Other non-taxable income | (521.885) | (257.055) |
| (521.885) | (257.055) | |
| Result for tax purposes | (1.171.505) | (1.744.362) |
| Costs with taxation on income calculated at the rate of 22.5% | - | - |
| Autonomous taxation | 70.734 | 198.126 |
| Income tax - current Income tax - deferred |
70.734 - |
198.126 - |
| Income tax of the year | 70.734 | 198.126 |
No deferred tax assets were reported in relation to the tax losses reportable, given that no tax profits are expected from the activities that generate these results and which would allow the such assets to be recovered.
In accordance with current legislation tax losses can be carried forward during a period of twelve years (six years for losses incurred up to 2009 and four years for losses incurred in 2010 and 2011) after their
occurrence for deduction from taxable income generated in that period, limited to 70% of the Group's taxable income in each year, applicable also to tax losses incurred in prior years.
On 31 December 2015 and 2014 the tax losses reportable amounted, respectively, to 4.564.852 Euros and 10.832.221 Euros, and were generated as follows:
| 2015 | 2014 | ||
|---|---|---|---|
| Generated in : | |||
| - year 2009 | - | - year 2009 | 1.905.907 |
| - year 2010 | - | - year 2010 | 4.192.950 |
| - year 2011 | - | - year 2011 | 1.340.016 |
| - year 2012 | 549.388 | - year 2012 | 549.388 |
| - year 2012 | 1.099.598 | - year 2012 | 1.099.598 |
| - year 2014 | 1.744.362 | - year 2014 | 1.744.362 |
| - year 2015 | 1.171.504 | ||
| 4.564.852 | 10.832.221 | ||
During the years ended on 31 December 2015 and 2014, the movement in tangible assets, as well as in the respective depreciation and accumulated impairment losses, was as follows:
| January to December 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | ||
| Gross amount: | |||||||||
| Opening balance | 16.513.836 | 197.253.396 | 113.891.718 | 66.744 | 3.928.055 | 82.292 | 364.823 | 332.100.864 | |
| Acquisitions | - | - | 5.949.768 | - | 51.707 | - | 494.420 | 6.495.895 | |
| Adjustments / Transfers | - | - | 361.411 | - | 366.211 | - | (727.622) | - | |
| Write-off | - | - | (755.304) | - | (15.224) | - | - | (770.528) | |
| Closing balance | 16.513.836 | 197.253.396 | 119.447.593 | 66.744 | 4.330.749 | 82.292 | 131.621 | 337.826.231 | |
| Depreciation and accumulated impairment losses: |
|||||||||
| Opening balance | - | 121.688.433 | 92.786.527 | 35.476 | 3.538.941 | 80.249 | - | 218.129.626 | |
| Depreciation of the year | - | 7.781.901 | 5.729.567 | 9.937 | 158.152 | 746 | - | 13.680.303 | |
| Disposals | - | - | - | - | - | - | - | - | |
| Write-off | - | - | (755.110) | - | (15.042) | - | - | (770.152) | |
| Closing balance | - | 129.470.334 | 97.760.984 | 45.413 | 3.682.051 | 80.995 | - | 231.039.777 | |
| Net amount | 16.513.836 | 67.783.062 | 21.686.609 | 21.331 | 648.698 | 1.297 | 131.621 | 106.786.456 | |
The caption "Land and natural resources" includes the land on which the Lisbon Casino is based. The caption "Buildings and other constructions" comprises mostly the amounts of the buildings where Estoril Casino, Lisbon Casino and Póvoa de Varzim Casino operate. The caption "Basic equipment" essentially reflects gaming equipment.
Under the concession contract for gambling or games of chance in the permanent gaming areas of Estoril part of the Company's tangible fixed assets are revertible to the Portuguese State.
In the case of Lisbon Casino only the tangible fixed assets referring to gaming equipment and which are therefore entered in the caption "Basic equipment" are revertible to the State. With regard to Estoril Casino and Póvoa de Varzim Casino, both the buildings and the gaming equipment are revertible to the State.
From total purchases for the year 2015 in the amount of 6.495.895 Euros, below the most relevant:
4.600.000 Euros – renewal of game equipment, 163 new slot machines for the following casinos: Casino de Lisboa (80 slot machines), Casino do Estoril (40 slot machines) and Casino da Póvoa (43 slot machines). This new acquisitions were in accordance with the Group fixed assets investment plan. In the same period the Group made disposals of game equipment in the total amount of 700.000 Euros;
Movement in tangible assets during the year ended December 31st, 2014:
| January to December2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | |
| Gross amount: | ||||||||
| Opening balance | 16.513.836 | 198.191.878 | 108.585.853 | 224.740 | 3.909.865 | 82.292 | 1.360.297 | 328.868.761 |
| Acquisitions | - | 34.482 | 4.931.555 | - | 21.070 | - | 982.353 | 5.969.460 |
| Disposals | - | - | - | - | - | - | - | - |
| Adjustments / Transfers | - | - | 1.977.827 | (71.375) | - | - | (1.977.827) | (71.375) |
| Write-off | - | (972.964) | (1.603.516) | (86.621) | (2.881) | - | - | (2.665.982) |
| Closing balance | 16.513.836 | 197.253.396 | 113.891.719 | 66.744 | 3.928.054 | 82.292 | 364.823 | 332.100.864 |
| Depreciation and accumulated impairment losses: |
||||||||
| Opening balance | - | 114.501.693 | 89.328.070 | 131.688 | 3.380.595 | 79.469 | - | 207.421.515 |
| Depreciation of the year | - | 8.124.703 | 5.042.062 | 16.624 | 161.009 | 780 | - | 13.345.178 |
| Disposals | - | - | - | - | - | - | - | - |
| Adjustments / Transfers | - | - | - | (48.636) | - | - | - | (48.636) |
| Write-off | - | (937.963) | (1.583.604) | (64.200) | (2.663) | - | - | (2.588.430) |
| Closing balance | - | 121.688.433 | 92.786.528 | 35.476 | 3.538.941 | 80.249 | - | 218.129.627 |
| Net amount | 16.513.836 | 75.564.963 | 21.105.191 | 31.268 | 389.113 | 2.043 | 364.823 | 113.971.237 |
From total purchases for the year 2014 in the amount of 5.969.460 Euros, below the most relevant:
The division between tangible fixed assets that are non-revertible and revertible to the State in the years ended on 31 December 2015 and 31 December 2014 is presented below:
| Year 2015 - Tangible fixed assets revertible to the State | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | |
| Gross amount: | ||||||||
| Opening balance | - | 135.675.108 | 105.936.216 | - | 2.745.863 | 60.674 | 147.882 | 244.565.743 |
| Acquisitions | - | - | 5.834.242 | - | 21.019 | - | 396.553 | 6.251.814 |
| Disposals | - | - | - | - | - | - | - | - |
| Adjustments / Transfers | - | - | 291.319 | - | - | - | (412.818) | (121.499) |
| Write-off | - | - | (753.872) | - | (2.432) | - | - | (756.304) |
| Closing balance | - | 135.675.108 | 111.307.905 | - | 2.764.450 | 60.674 | 131.617 | 249.939.754 |
| Depreciation and accumulated impairment losses: |
||||||||
| Opening balance | - | 101.129.854 | 86.953.689 | - | 2.609.583 | 59.588 | - | 190.752.714 |
| Depreciation of the year | - | 5.509.630 | 5.312.934 | - | 56.067 | 722 | - | 10.879.353 |
| Disposals | - | - | - | - | - | - | - | - |
| Adjustments / Transfers | - | - | - | - | - | - | - | - |
| Write-off | - | - | (752.411) | - | (2.304) | - | - | (754.715) |
| Closing balance | - | 106.639.484 | 91.514.212 | - | 2.663.346 | 60.310 | - | 200.877.352 |
| Net amount | - | 29.035.624 | 19.793.693 | - | 101.104 | 364 | 131.617 | 49.062.404 |
| Year 2014 - Tangible fixed assets revertible to the State | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | ||
| Gross amount: | |||||||||
| Opening balance | - | 136.613.590 | 100.745.855 | - | 2.742.603 | 60.674 | 1.268.466 | 241.431.188 | |
| Acquisitions | - | 34.482 | 4.833.811 | - | 4.299 | - | 784.709 | 5.657.301 | |
| Disposals | - | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | - | 1.905.293 | - | - | - | (1.905.293) | - | |
| Write-off | - | (972.964) | (1.548.742) | - | (1.039) | - | - | (2.522.745) | |
| Closing balance | - | 135.675.108 | 105.936.217 | - | 2.745.863 | 60.674 | 147.882 | 244.565.744 | |
| Depreciation and accumulated | |||||||||
| impairment losses: | |||||||||
| Opening balance | - | 96.244.653 | 83.955.652 | - | 2.548.974 | 58.866 | - | 182.808.145 | |
| Depreciation of the year | - | 5.823.164 | 4.526.868 | - | 61.631 | 722 | - | 10.412.385 | |
| Disposals | - | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | - | - | - | - | - | - | - | |
| Write-off | - | (937.963) | (1.528.830) | - | (1.022) | - | - | (2.467.815) | |
| Closing balance | - | 101.129.854 | 86.953.690 | - | 2.609.583 | 59.588 | - | 190.752.715 | |
| Net amount | - | 34.545.254 | 18.982.527 | - | 136.280 | 1.086 | 147.882 | 53.813.029 |
| Year 2015 - Tangible fixed assets non-revertible to the State | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | |
| Gross amount: | ||||||||
| Opening balance | 16.513.836 | 61.578.288 | 7.955.502 | 66.744 | 1.182.192 | 21.618 | 216.941 | 87.535.121 |
| Acquisitions | - | 115.526 | - | 30.688 | - | 97.863 | 244.077 | |
| Disposals | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | 70.092 | - | 366.211 | - | (314.804) | 121.499 | |
| Write-off | - | (1.432) | - | (12.792) | - | - | (14.224) | |
| Closing balance | 16.513.836 | 61.578.288 | 8.139.688 | 66.744 | 1.566.299 | 21.618 | - | 87.886.473 |
| Depreciation and accumulated impairment losses: |
||||||||
| Opening balance | - | 20.558.579 | 5.832.838 | 35.476 | 929.358 | 20.661 | - | 27.376.912 |
| Depreciation of the year | 2.272.271 | 416.633 | 9.937 | 102.085 | 24 | - | 2.800.950 | |
| Disposals | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | - | - | - | - | - | - | |
| Write-off | - | (2.699) | - | (12.738) | - | - | (15.437) | |
| Closing balance | - | 22.830.850 | 6.246.772 | 45.413 | 1.018.705 | 20.685 | - | 30.162.425 |
| Net amount | 16.513.836 | 38.747.438 | 1.892.916 | 21.331 | 547.594 | 933 | - | 57.724.052 |
| Year 2014 - Tangible fixed assets non-revertible to the State | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Basic equipment |
Vehicles | Office equipment |
Other tangible fixed assets |
Fixed assets in progress |
Total | |
| Gross amount: | ||||||||
| Opening balance Acquisitions |
16.513.836 | 61.578.288 - |
7.839.998 97.744 |
224.740 - |
1.167.262 16.771 |
21.618 - |
91.831 197.644 |
87.437.573 312.159 |
| Disposals | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | 72.534 | (71.375) | - | - | (72.534) | (71.375) | |
| Write-off | - | (54.774) | (86.621) | (1.842) | - | - | (143.237) | |
| Closing balance | 16.513.836 | 61.578.288 | 7.955.502 | 66.744 | 1.182.191 | 21.618 | 216.941 | 87.535.120 |
| Depreciation and accumulated impairment losses: |
||||||||
| Opening balance | - | 18.257.040 | 5.372.418 | 131.688 | 831.621 | 20.603 | - | 24.613.370 |
| Depreciation of the year | 2.301.539 | 515.194 | 16.624 | 99.378 | 58 | - | 2.932.793 | |
| Disposals | - | - | - | - | - | - | - | |
| Adjustments / Transfers | - | - | (48.636) | - | - | - | (48.636) | |
| Write-off | - | (54.774) | (64.200) | (1.641) | - | - | (120.615) | |
| Closing balance | - | 20.558.579 | 5.832.838 | 35.476 | 929.358 | 20.661 | - | 27.376.912 |
| Net amount | 16.513.836 | 41.019.709 | 2.122.664 | 31.268 | 252.833 | 957 | 216.941 | 60.158.208 |
During the year ended on 31 December 2015 and 2014, the Company benefited from the following tax deductions on investments:
| 2015 | |||||
|---|---|---|---|---|---|
| Opening | Investment | Income | Closing | ||
| Tax deductions on investments | Balance | year | of the year | Balance | |
| Estoril Casino | 7.873.632 | 750.517 | (1.638.878) | 6.985.271 | |
| Lisboa Casino | 3.013.943 | 1.337.912 | (939.303) | 3.412.552 | |
| Póvoa de Varzim Casino | 8.744.902 | 727.674 | (1.528.850) | 7.943.726 | |
| 19.632.477 | 2.816.103 | (4.107.031) | 18.341.549 |
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Opening | Investment | Income | Closing | ||||
| Tax deductions on investments | Balance | year | of the year | Balance | |||
| Estoril Casino | 7.659.913 | 1.569.331 | (1.355.612) | 7.873.632 | |||
| Lisboa Casino | 3.150.580 | 728.127 | (864.764) | 3.013.943 | |||
| Póvoa de Varzim Casino | 9.613.830 | 587.201 | (1.456.129) | 8.744.902 | |||
| 20.424.322 | 2.884.659 | (3.676.504) | 19.632.477 |
The attribution of these tax deductions against the Special Gaming Tax payable is exclusively related with the acquisition of gaming equipment with the prior authorization of the Gambling Inspection Service.
During the years ended on 31 December 2015 and 2014, the movement in intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:
| 2015 | 2014 | |
|---|---|---|
| Gaming Concession | Gaming Concession | |
| Rights | Rights | |
| Gross amount | ||
| Opening balance | 260.610.564 | 260.610.564 |
| Acquisitions | - | - |
| Disposals | - | - |
| Tranfers amd write-offs | - | - |
| Closing balance | 260.610.564 | 260.610.564 |
| Amortization and accumulated impairment losses: | ||
| Opening balance | 182.217.429 | 170.937.980 |
| Amortization of the year | 11.430.732 | 11.279.449 |
| Closing balance | 193.648.161 | 182.217.429 |
| Net assets | 66.962.403 | 78.393.135 |
The breakdown of intangible assets on 31 December 2015 and 2014 is as follows:
| 2015 | |||
|---|---|---|---|
| Gross | Accumulated | Net | |
| Assets | Amortization | Assets | |
| Estoril Gaming Concession | |||
| - Casino Estoril | 153.576.455 | (123.826.853) | 29.749.602 |
| - Casino Lisboa | 30.000.000 | (19.584.235) | 10.415.765 |
| Póvoa Gaming Concession - Casino da Póvoa | 77.034.109 | (50.237.073) | 26.797.036 |
| 260.610.564 | (193.648.161) | 66.962.403 |
| 2014 | ||||
|---|---|---|---|---|
| Gross Accumulated |
Net | |||
| Assets | Amortization | Assets | ||
| Estoril Gaming Concession | ||||
| - Casino Estoril | 153.576.455 | (117.876.933) | 35.699.522 | |
| - Casino Lisboa | 30.000.000 | (17.527.092) | 12.472.908 | |
| Póvoa Gaming Concession - Casino da Póvoa | 77.034.109 | (46.813.404) | 30.220.705 | |
| 260.610.564 | (182.217.429) | 78.393.135 |
The concession in Estoril carried over from the then Estoril Sol, S.A. (now known as Estoril Sol, S.G.P.S, S.A.) to Estoril Sol III, Turismo, Animação and Jogo, S.A., in the last quarter of 2001. In this transaction process, an asset was produced between group companies with the concession premium in 1987, for the amount of 4,701,376 Euros which is eliminated in the consolidated accounts.
On the other hand, it negotiated an extension of the concession for Estoril until 2020, as it assumed a financial obligation toward the State amounting to 98,759,889 Euros, payment of which began in 2001 with the amount of 57,641,085 Euros and ended in July 2006 with the payment of the last of the ten instalments with a base value equal to 4,111,880 Euros, plus monetary updates as defined in the concession extension
contract. It should be pointed out that in 2001 we estimated and capitalized the monetary updates for the ten instalments, as agreed to, however, these were corrected from the moment when the international accounting standards were applied.
The same procedure was assumed with regard to Póvoa Casino, the concession for which runs up to the year 2023, and, in this case, the Group paid the Government the amount of 58,359,353.97 Euros in instalments also occurring in the period from 2001 to 2006, which were also the subject of monetary correction. These assets have a finite useful life, and they shall be fully depreciated by late 2020 in relation to the gaming concession for Estoril Casino and Lisbon Casino, and by late 2023 in the case of Póvoa Casino. There are no assets with an indefinite useful life or contractual commitments for the purchase of intangible assets.
In order to examine the impairment of the value of each of these concessions, as recorded in the financial statements, a technical estimate was given for the value of each of these concessions, in accordance with International Accounting Standards. To this end, we carried out the work of arriving at a reasonable value of the concessions operated by the Group, based on the characteristics and nature of the business being conducted, using the updated cash flow method, considering the duration of the concessions.
Use of this method is based on the principle that the estimated value of an organization or a business is represented by its potential for generating financial resources in the future that are liable to be withdrawn from the business and distributed to shareholders without jeopardizing its continuity.
In compliance with the provisions under IFRS, the Group conducts annual impairment analyses of Gaming Concessions, reported on 31 December each year, or whenever there are indications of impairment. The impairment tests are carried out by independent and certified entities for this purpose, to the different Gaming Concessions: Estoril Gaming Concession, including casino do Estoril and Casino de Lisboa and Póvoa Gaming Concession which includes the Casino da Póvoa de Varzim.
On 31 December 2014 the Group, hired a specialised independent entity to perform the analysis of impairment of the Gaming Concessions.
Impairment analyses of Gaming Concessions are carried out using the discounted cash-flow method, based on the financial projections of cash-flow up to the end of the period of the concession. The discount rates used reflect the level of indebtedness and the cost of third party capital of each cash generating unit, as well as the level of risk and profitability expected by the market.
The financial projections are prepared based on assumptions of how the activity of the cash generating unit and their markets will evolve, which are in line with historic trends, reasonable and prudent in their preparation regarding the behaviour of the main market variables and performance of the activities compared with the strategic plans defined.
As a result of the impairment analysis performed on 31 December 2014 the Company did not recognised impairment losses in its Consolidated Financial Statements as there was no indication of impairment in the value of the Gaming Concessions.
In 2015 and in the absence of new evidence of impairment over the value of game concessions, the company did not recognized any additional impairment losses over the value of Game Concessions. This decision is supported in accordance with the values achieved for the year 2015, related with the growth of game revenues and operational results, values well above the forecasted in the study held on December 2014.
The main assumptions and estimates made for the application of the updated cash flow method of evaluation were the following:
The time horizon corresponds to the estimated duration of the business. In this regard, and for the purpose of this analysis the following concession periods were considered:
Taking into account the nature of any activity undertaken under concession, the value residual corresponds to the liquidation of the operating assets and liabilities of the companies at the end of the concession period.
The objective financial structure considered in the projection period (determined by the ratio between indebtedness and the total resources invested at market values) was approximately 20.8%, which assumes a stable and sustainable level of indebtedness in the long term.
The rate of actualization corresponds, conceptually, to the capital cost of the resources (own and third party) used in the financing of the operations and is based on the weighted average of these sources of capital.
From a theoretical point of view, the cost of equity corresponds to a rate of remuneration equivalent to the profitability of the assets without long term risk (Treasury Bonds), plus a premium according to the systemic risk of the business (operational and financial). The analysis carried out in relation to the determination of the parameters mentioned previously, produced a cost of equity of 9,1% for the gaming business under concession.
The cost of third party capital corresponds to cost in the long term, net of fiscal effects, of the Company's external financing. In this regard, and considering that the companies that run the gaming activity under concession are not subject to the payment of income tax, the value of approximately 6,9% is assumed as the cost of third party capital.
According to the costs of the financial resources indicated above and considering the long term objective financial structure, at market values, the resulting average cost of capital for the companies comes to approximately 8,8%.
During the years ended on 31 December 2015 and on 31 December 2014, the movement in investment properties, as well as in the respective depreciation and accumulated impairment losses, was the following
| 2015 | 2014 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 282.509 | 282.509 |
| Additions | - | - |
| Write-offs | - | - |
| Disposals | - | - |
| Clising balance | 282.509 | 282.509 |
| Depreciation and impairment losses: | ||
| Opening balance | 72.611 | 67.060 |
| Depreciation of the year | 5.551 | 5.551 |
| Closing balance | 78.162 | 72.611 |
| Net value | 204.346 | 209.897 |
Investment properties is made up principally from an apartment and respective contents held by Estoril-Sol (III) – Turismo, Animação e Jogo, S.A., in Monte Estoril.
During the year ending on 31 December 2009, the Group asked an independent entity to evaluate these assets, according to which their market value is higher than their book value. In the years ended on 31 December 2015 and 2014 there was no indication of any impairment of these assets.
On 31 December 2015 and 31 December 2014 other non-current assets were made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Other non-current assets | 31.623 | 24.541 |
| 31.623 | 24.541 |
Other non-current assets essentially relate to amounts receivable from the Tax Administration.
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Gross Amount |
Impairment Losses |
Net Amount |
Gross Amount |
Impairment Losses |
Net Amount |
||
| Goods | 6.033.702 | (2.769.510) | 3.264.192 | 6.033.702 | (2.769.510) | 3.264.192 | |
| Finished and intermediate products |
3.285.982 | (109.630) | 3.176.352 | 3.285.982 | (109.630) | 3.176.352 | |
| Raw materials, secondary materials and consumables |
312.897 | - | 312.897 | 327.892 | - | 327.892 | |
| 9.632.581 | (2.879.140) | 6.753.442 | 9.647.576 | (2.879.140) | 6.768.436 |
The caption "Goods" essentially comprises a fraction of offices in Estoril and a Warehouse in Alcoitão held by the Group which is intended for resale.
Through one of its companies the Group owns a plot of land where the old ruins of the Hotel Miramar stand. This asset is entered in the caption "Finished and intermediate products",
The caption "Raw materials, secondary materials and consumables" is almost totally made up from food and drink products intended for sale in the diverse bares and restaurant areas of Estoril and Póvoa de Varzim Casinos.
During the year ended December 31st, 2013and 2012, the Group has used an independent and specialized duly authorized and certified to do so with the CMVM (Securities and Exchange Commission), to perform an evaluation study of the value market for the following properties:
The evaluation study consisted in determining the market value of the property as of December 31st in its current shape on the assumption that the property is free and available, respecting the requirements of the provisions of IFRS. The criteria used to perform the evaluation study were the "Direct market comparison" and "Yield return" considering the "Discounted Cash Flows" method. From the evaluation syudy resulted impairments in the total amount of 2.879.140 Euros. Since then there were not identified new indications of impairments over the market value of those assets, which is why there was no need to record additional impairment losses.
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 |
|---|---|
| 261.800 | 443.474 |
| (33.705) | |
| 249.575 | 409.769 |
| 2.455.842 | 2.485.801 |
| (2.485.801) | |
| - | - |
| 249.575 | 409.769 |
| (12.225) (2.455.842) |
Current account customers' debts are related with the activities of entertainment and restaurants. These are subject to evaluation by the credit control debts, and all debts that are overdue for periods of six months or more are subject to an entry of impairment for an amount equal to that of the debt (100%). On 31 December 2015 and 2014 there were no outstanding balances receivable for periods of 6 months or more that did not have a provision.
The Group does not grant credit in its gaming activity, although there are situations where amounts cannot be received, related with the means of payment used. Whenever an unfunded cheque is detected related with the gaming activity, a provision is immediately set up for the full amount, irrespective of the effort made for its collection that may be made in the future in order to effectively receive the amounts in cash.
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Advance payments to suppliers | 166.510 | 161.210 |
| State and Public Sector | 78.450 | 43.654 |
| Deferrals: | ||
| Insurance | 228.610 | 223.208 |
| Fees with maintenance, techical assistance and licences | 107.577 | 87.912 |
| Other deferrals | 3.262 | 19.058 |
| Commercial areas renters | 278.909 | 428.321 |
| Other accounts receivable | 156.714 | 87.855 |
| 1.020.032 | 1.051.218 |
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Cash | 8.643.414 | 7.810.732 |
| Bank Deposits: - Immediately avaiable bank deposits - Security deposits (a) |
2.210.633 - |
1.094.265 1.100.000 |
| Other teasury applications Cash and bank deposits |
29.599 10.883.646 |
40.445 10.045.442 |
| Bank overdrafts (Note 25) Cash and cash equivalents |
(44.296) 10.839.350 |
(5.204) 10.040.238 |
(a) – Security deposit hold at a Portuguese financial institution, whose participation by the beneficiary, Turismo de Portugal, I.P., was subjected to the condition that, until January 31st, 2015, the depositary bank had not received from the deposit holder, Varzim-Sol – Turismo, Jogo e Animação, S.A., a bank transfer receipt in favor of Turismo de Portugal, I.P., in the total amount settled as "Special Gaming Tax – Annual Payment" related to the year 2014, in accordance with note 28 from consolidated financial statements. The use/mobilization of this deposit by its beneficiary, Turismo de Potugal, I.P., did not occur has the game concessionaire company, Varzim-Sol – Turismo, Jogo e Animação, paid in accordance with payments schedule all its obligations related with game taxes. The Group Estoril-Sol, by the time of approval of these financial statements, has not any overdue debt towards Turismo de Portugal, I.P, (notes 28 and 31 of the consolidated financial statements).
On 31 December 2015, the share capital of the Company is represented by 11,993,684 shares, of which 6,116,779 are registered shares and 5,876,905 bearer shares, of a nominal unit value of 5 Euros, which confer the right to a dividend.
The share capital issued by the Company on 31 December 2015 and on 31 December 2014 is broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Share capital | 59.968.420 | 59.968.420 |
| Treasury shares | (708.306) | (708.306) |
| Issue premiums | 7.820.769 | 7.820.769 |
| 67.080.883 | 67.080.883 |
The share capital is represented by the following categories of shares:
| Data | Nominal value | No. of shares |
|---|---|---|
| 31 of December 2015 | ||
| Registered | 5€ | 6.116.779 |
| Bearer | 5€ | 5.876.905 |
| 11.993.684 | ||
| 31 of December 2014 | ||
| Registered | 5€ | 6.116.779 |
| Bearer | 5€ | 5.876.905 |
| 11.993.684 |
Treasury shares were acquired by the Company as follows:
| Year of Acquisition | No. Shares | Nominal value | Total nominal | Total premiums | Total |
|---|---|---|---|---|---|
| 2001 | 34.900 | 5 | 174.500 | 280.945 | 455.445 |
| 2002 | 43 | 5 | 215 | 184 | 399 |
| 2007 | 22 | 5 | 110 | 88 | 198 |
| 2008 | 27.600 | 5 | 138.000 | 114.264 | 252.264 |
| Total | 62.565 | 312.825 | 395.481 | 708.306 |
Legal persons with more than a 20% holding in the share capital:
The application of the net result of the year is according to the proposal for the application of results of individual accounts. The difference between the results of the individual accounts and the consolidated accounts is recorded in the caption "Other reserves and retained earnings."
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Nature of the financing | Nominal | Balance sheet | Nominal | Balance sheet |
| Value | Value | Value | Value | |
| Non-current financing: | ||||
| - Bank loans | 4.992.520 | 4.992.520 | 8.929.314 | 8.929.314 |
| - Financial leasing | 10.712 | 10.712 | 19.548 | 19.548 |
| 5.003.232 | 5.003.232 | 8.948.862 | 8.948.862 | |
| Current financing: | ||||
| - Bank loans | 3.750.000 | 3.789.885 | 6.825.008 | 6.918.394 |
| - Commercial paper | 30.000.000 | 29.625.669 | 51.500.000 | 51.022.873 |
| - Current accounts | 17.168.100 | 17.246.461 | 17.078.100 | 17.090.547 |
| - Bank overdrafts (Note 23) | 44.296 | 44.296 | 5.204 | 5.204 |
| - Financial leasing | 8.835 | 8.835 | 8.835 | 8.835 |
| 50.971.231 | 50.715.146 | 75.417.147 | 75.045.853 | |
| 55.974.463 | 55.718.378 | 84.366.009 | 83.994.715 |
The average interest rates for financing, borne by the Group, including commissions and other charges, come within an interval of between 4,74% and 6,5%.
Some of the financing operations, mainly bank loans, include commitments to maintain certain financial ratios based on contractually negotiated limits (financial covenants).
These ratios are:
Net Debt / Ebitda;
Financial autonomy.
On the 31st December 2015 these ratios were according the contractually negotiated limits.
The amount classified as non-current bank loans, for a total amount of 4.992.520 Euros, falls due in ac5cordance with the following schedule:
- 3.437.500 Euros in 2017; - 1.555.020 Euros in 2018;
Depending on the operating funds that are freed up, we feel the financial risk to which the associated undertakings are exposed is minimal, and the same understanding has prevailed in the examination carried out by financial institutions, as shown by the fact that assets guarantees are dispensed with for operations under contract.
The amount included in the column "Nominal value" corresponds to the contracted value that is still owing. The column "Balance sheet value" is added to the nominal value of financial charges already incurred but still not due, less interest and or commissions paid in advance.
The companies that comprise the Group are lessees in financial and operational leasing contracts related with motor vehicles, which are denominated in Euros.
| 2015 | |||
|---|---|---|---|
| Finance | Operational | ||
| Leasing | Leasing | Total | |
| Up to 1 year | 8.835 | 335.152 | 343.987 |
| Between 1 year and 5 years | 10.712 | 334.441 | 345.153 |
| 19.547 | 669.593 | 689.140 | |
| 2014 | |||
| Finance | Operational | ||
| Leasing | Leasing | Total | |
| Up to 1 year | 8.835 | 378.141 | 386.976 |
| Between 1 year and 5 years | 19.548 | 476.308 | 495.856 |
| 28.383 | 854.449 | 882.832 |
These contracts produce the following future liabilities for the Group:
The movement in the provisions accounts in the years ended on 31 December 2015 and 2014 is as follows:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| Opening Balance |
Increases | Reversals | Writte-off | Closing Balance |
||
| Provisions for pensions | 3.388.396 | 186.000 | - | (52.373) | 3.522.023 | |
| Legal proceedings in hand | 2.600.221 | 2.174.830 | (300.630) | (281.279) | 4.193.142 | |
| Other risks and charges | 477.975 | 92.026 | (903) | - | 569.098 | |
| 3.078.196 | 2.266.856 | (301.533) | (281.279) | 4.762.240 | ||
| 6.466.592 | 2.452.856 | (301.533) | (333.652) | 8.284.263 |
| 2014 | |||||
|---|---|---|---|---|---|
| Opening Balance |
Increases | Reversals | Writte-off | Closing Balance |
|
| Provisions for pensions | 3.672.252 | 225.000 | (449.000) | (59.856) | 3.388.396 |
| Legal proceedings in hand | 2.626.354 | 220.134 | (180.236) | (66.031) | 2.600.221 |
| Other risks and charges | 658.645 | 28.866 | (209.536) | - | 477.975 |
| 3.284.999 | 249.000 | (389.772) | (66.031) | 3.078.196 | |
| 6.957.251 | 474.000 | (838.772) | (125.887) | 6.466.592 |
By the Articles of Association approved in the General Meeting of 29 May 1998, Estoril Sol, SGPS, SA confirmed, in article 36, the right to a retirement pension paid by the company to the former directors who had already retired, based on the previous article 25 of the Articles of Association that were then altered, and the same rights and benefits as those of directors, in office at that time, who had or would have then completed ten years of service – after entering retirement - rights and benefits to be regulated in a contract to be agreed between the Company and these directors.
In order to estimate its liabilities for these payments, the Group follows the procedure of annually obtaining actuarial calculations of the liabilities, calculated using the technical standards of the Insurance Institute of Portugal.
The most recent actuarial study of the assets of the plan and of the present value of the defined benefit obligations was carried out in December of 2015 by a specialised entity accredited for the purpose. The present value of the obligation concerning defined benefits and the cost of current services and of related past services were measured using the projected unit credit method.
The main assumptions made in the actuarial evaluation mentioned above were the following:
| 2015 | 2014 | ||
|---|---|---|---|
| Discount rate | 2% | 2,00% | |
| rate of growth of pensions | 0,00% p.a. | 0,00% p.a. | |
| Mortality table | |||
| - Before retirement | n.a. | n.a. | |
| - After retirement | GKF95 | GKF95 | |
| Invalidity table | n.a. | n.a. | |
| Table of departures | n.a. | n.a. | |
| Retirement age | Age on 1st january 2016 |
The actuarial study resulted the following:
The provision for legal proceedings in hand is intended to cover estimated liabilities based on information from legal advisors, arising from lawsuits filed against the Group.
During 2015 the Group set up provisions amounting to approximately 2.174.830 Euros, from which 900.000 Euros to address new lawsuits of a commercial nature, and 1.100.000 Euros for employment litigation.
During the year ended December 31st, 2013 several lawsuits pending had a final decision, which resulted in the reversal of certain provisions that had been in the past warily established and whose judgments have confirmed a lower cost to the Group.
Already accrued in the year 2014, 1.200.00 Euros, continued as at 31st December 2015.. This amount is related to a collective dismissal made by the subsidiary companies of the Group as described in note 29 of the Consolidated Financial Statements – Contingent Liabilities.
These provisions mostly contemplate questions of divergence in fiscal matters between the Group and the Tax Administration.
On 31 December 2015 and 2014, this caption was broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Other accounts payable - non-current | ||
| Annual payment - Difference to minumum grant (Note 6) | ||
| Installments payment schedule - approved for 2014 | 3.734.424 | 3.734.424 |
| Installments payment schedule - approved for 2015 | 1.152.429 | - |
| 4.886.853 | 3.734.424 | |
| Other accounts payable - current | ||
| Current suppliers | 4.021.681 | 4.232.540 |
| Suppliers of investments | 115.268 | 174.731 |
| State and Public Sector | ||
| Annual gaming payment | 10.965.250 | 5.592.704 |
| Annual payment - Difference to minumum grant (Note 6) | ||
| Decree 1/2015 - 10% over 50% rate of the annual gaming payment | 2.098.102 | 1.861.170 |
| Installments payment schedule - approved for 2015 | 576.215 | - |
| Special Gaming Tax (to be paid next month) | 6.436.312 | 9.349.507 |
| Social Security contribuitons | 635.457 | 568.323 |
| Other in favour of the State | 1.082.685 | 820.042 |
| Charges with holidays payable | 3.929.751 | 3.529.197 |
| Responsabilities for accumulated gaming premiums | 1.847.883 | 1.559.711 |
| Other | 3.331.323 | 2.927.056 |
| 35.039.927 | 30.614.981 |
The Decree Law n º 29/88 of 3 August, down in paragraph 1 of Article 3, the concessionaire is obliged to pay an annual payment amounting to 50% of the gross gaming revenues. This payment cannot be, under any circumstances, lower than the values in the table attached to that Decree Law.
The minimum annual contributions were established (prices of the year 2000) by Decree-Law No. 275/2001 of 14 December 2001, by the time the Concessions Contracts were extended by fifteen years more.
At the beginning of the year 2015 the Regulatory-Decree nº1/2015 of 21st January came to approve the split payment in installments of the annual minimum contributions calculated based on Decree-Law 275/2001, subject to prior approval from "Turismo de Portugal" of the payments schedule proposed by the Game Concessionaire Companies.
The Regulatory-Decree nº1/2015 was applied for the first the time to the amounts related to the year ended December 2014, which initially payment deadline was on January 31st, 2015.
The value of Casino da Póvoa minimum annual payment for the year 2015 at 2000 current prices, is 18.305.883 Euros. According to Article 4 of the Decree n º 29/88 of 3rd August this value is updated based on the index of consumer prices for the mainland, excluding housing, published by the National Statistics Institute (INE), for the year to which the payment relates to. Following this update, the minimum annual payment for the year 2015 stood at 24.807.765 Euros.
In 2015 Casino da Póvoa gross gaming revenues amounted to 41.962.037 Euros. The 50% annual payment over gross gaming revenues represents 20,981,019 Euros, a figure lower than the minimum annual payment calculated pursuant to Decree-Law No. 275/2001. By that reason the Casino da Póvoa Concessionaire would have to pay to the state the remaining amount in the total of 3,826,746 Euros for the year
The remaining 4,886,853 Euros registered in the caption "Other accounts payable – non-current", as "Annual payment – difference to minimum grant" is related to the following instalment payment schedules in accordance with a prior authorization from Turismo de Portugal:
In the normal course of its activity, the Group is involved in diverse legal proceedings. Given the nature of these and the provisions set up, in accordance with studies and opinions of legal consultants, the current expectation is that the respective outcome will not lead to any material effects in terms of the activity undertaken, the asset position and the result of the operations.
Differences in understanding between the Group and the Tax Authorities over Corporation Tax (IRC), relating to the years 2007, 2008, 2009 and 2010, with regard to the taxation of undocumented expenses incurred in the course of the gaming activity of subsidiaries that form part of the Group and which operate games of fortune as their main activity. During the year 2013 occurred the 1st instance verdict contrary to the allegations and convictions of the Group relating to the process for the years 2007 to 2009. It is the Company's belief, grounded in favourable opinions from legal advisers, that a final decision should be favourable, which is why the Group appealed to higher courts. On the date of these financial statements there are also previous legal decisions that are in the Group's favour, as well as judicial jurisprudence which is favourable to the Group on this matter. Even so, on this date the Group has bank guarantees provided in favour of the Finance Office of Cascais amounting to 7.197.635 Euros.
One of the subsidiaries of the Group made a collective dismissal in 2010 within the terms established in the Law, which affected 112 employees. Some of these contested this procedure and filed a lawsuit in Court trying to have this overturned and for their reintegration as Company staff. The Company and the legal consultants responsible for the case consider that there is a high probability of the Company winning and, therefore, it has set up a provision corresponding only to the legal obligations allowed for in labour legislation in cases of collective dismissal which it will have to pay to the former employees by way of indemnity evens if it wins the case. As at 31st December 2015 there are 30 former employees with pending litigation related with this dismissal. The provision accrued within the accounts amounts to 763.545 Euros. (Note 27).
One of the subsidiaries of the Group made a collective dismissal in 2013 within the terms established in the Law, which affected 21 employees. Some of these contested this procedure and filed a lawsuit in Court trying to have this overturned and for their reintegration as Company staff. The Company and the legal consultants responsible for the case consider that there is a high probability of the Company winning and, therefore, it has set up a provision corresponding only to the legal obligations allowed for in labour legisla-
tion in cases of collective dismissal which it will have to pay to the former employees by way of indemnity evens if it wins the case. As at 31st December 2015 there are 14 former employees with pending litigation related with this dismissal. The provision accrued within the accounts amounts to 360.000 Euros. (Note 27)
The Group also sets up diverse technical provisions related with the normal functioning of its main activity, the operation of games of fortune. Among the more significant ones we should highlight:
On 31 December 2015 and 2014 the guarantees provided by the Group were as follows:
| Dec - 2015 | Dec - 2014 | |
|---|---|---|
| Obligations related with the Special Gaming Tax | 22.050.000 | 13.150.000 |
| Tax lawsuits in hand / litigation | 7.414.888 | 7.429.989 |
| Current suppliers | 39.250 | 39.250 |
| 29.504.138 | 20.619.239 |
In the normal course of its activity the Estoril-Sol Group is exposed to a variety of financial risks that can change its asset value. Financial risk is understood to be the probability of obtaining results other than those expected, whether these be positive or negative, materially and unexpectedly changing the asset value of the Group.
In order to minimise the potential impact of these risks, the Group adopts a strict and consistent financial policy based on two vitally important instruments:
The financial risks which can possibly impact on the activities undertaken by the Group are those presented below:
The credit risk is related with the balances receivable from customers and other debtors, classified in balance sheet in the captions, "Customers" and "Other accounts receivable", respectively.
Portuguese legislation forbids casino concessionaires from granting credit to gaming activities, and so, in this regard, Group Companies are not exposed to credit risk.
Other revenue from restaurant and entertainment activities, which account for around only 2,6% of revenue, therefore represents insignificant exposure.
The management of the liquidity risk is based on maintaining an adequate level of available cash and on the contracting of credit limits that help not only to ensure the normal development of the Group's activities but also to cater for any operations of an extraordinary nature.
According to the monetary resources freed up by the companies that comprise the Group, we feel the financial risk to which the Group is exposed is minimal, and the same understanding has prevailed in the examination carried out by financial institutions, as shown by the fact that asset guarantees are dispensed with for operations under contract, further reinforced by the no less relevant fact that over the years the Group has been successively reducing its financial liabilities, thereby complying with the commitments assumed.
The Group's exposure to the interest rate risk stems from the existence, in its balance sheet, of financial assets and liabilities, taken out at variable rates. A change in the market rates has a direct impact on the value of the interest received and/or paid, causing consequent variations in cash.
A significant part of the financing obtained by the Group is classified as current, and so the interest rate is frequently revised, which means a greater exposure to fluctuations in market interest rates, whether in the Company's favour or not.
If the market interest rates had been 1% higher during the years ended on 31 December 2015 and 2014, the financial costs of those years would have increased by approximately 701,000 Euros and 923,000 Euros, respectively.
All operations are carried out in Euros, with the exception of some current imports, which periods of no more than 45 days, which are conducted in US Dollars, and so the Group has only minimal exchange rate exposure.
During the first quarter of 2016 the Group paid 10.965.7250 Euros referring to the annual payment of the Special Gaming Tax, 2.098.102 Euros referring to the annual payment ( difference to minimum grant ) and 6.436.312 Euros referring to the Special Gaming Tax relating to the period of December of 2015 (Note 28). It has been cancelled bank guarantees issued by the Group in the total amount of 15.400.000 Euros related with these payments.
During the first quarter of 2016 the subsidiary company Parques do Tamariz, was dissolved, as it had no longer any assets and did not engage any economic activity. No additional losses resulted from this operation to the Group Estoril-Sol.
The consolidated result per basic share of the years ended on 31 December 2015 and on 31 December 2014 was determined as follows:
| 2015 | 2014 | |
|---|---|---|
| Consolidated net profit of the year | 4.196.063 | (1.736.283) |
| Average weighted number of shares in circulation | 11.931.119 | 11.931.119 |
| Result per basic share | 0,35 | (0,15) |
Due to the fact that there are no situations that cause dilution, the net result per diluted share is the same as the net result per basic share.
JOSÉ MARTINS LAMPREIA - ROC Nº 149 Registado na CMVM sob o nº 20160032 DONATO JOÃO LOURENÇO VIÇOSO - ROC Nº 334 Registado na CMVM sob o nº 20160080 JOSÉ ALBERTO CAMPOS DIAS - ROC Nº 365 Registado na CMVM sob o nº 20160096
RUA DA CONCEIÇÃO, 85 - 1º ESQ. 1100-152 LISBOA TEL. 21 321 95 30 -– TLM. 92 750 41 83/4 FAX. 21 321 95 39 E-mail: [email protected] Site: www.lampreiavicoso.com
CAPITAL SOCIAL 80.000 EUROS – NIPC: 504 176 544 INSCRITA NA LISTA DOS REVISORES OFICIAIS DE CONTAS SOB O N.º 157 REGISTADA COMO AUDITOR EXTERNO NA C.M.V.M. SOB O N.º 20161466
Lisbon, 28 April 2016
Lampreia, Viçoso & Associado, SROC, Ltd Registered in the CMVM no. 20161466 represented by José Martins Lampreia(ROC no. 149)
(Individual accounts)
To the Shareholders,
Pursuant to the applicable legal provisions and the Company's Memorandum and Articles of Association, it is our duty to submit to your appreciation the Report and Opinion of the Audit Board on the Management Report and on the Corporate Governance Report and individual financial statements, presented by the Board of Directors of ESTORIL SOL, S.G.P.S., S.A. - Public Company - in relation to the year ended on 31 December 2015.
1.1- The Audit Board has monitored the company's management and operations during the year. It remained in regular contact with the Board of Directors and with other company officials, who were always available to provide due explanations. It also had access to all documentation requested for performing its duties.
1.2- The Audit Board performed the tests and checks it is entrusted with, and deemed necessary, under the circumstances. It monitored the procedures for controlling risks and the internal control system implemented. The process of preparation and disclosure of financial information was also supervised.
1.3- The Management Report and the Corporate Governance Report describe the policies followed, the economic and financial operations, the conditioning factors involved, with regard to the fiscal year under evaluation, and the prospects for progress, given the economic climate.
1.4- The individual accounts, comprising the balance sheet, the income statement by natures, the statement of the changes in equity and the cash flow statement and the corresponding Notes, are all in agreement with the accounting records and with the accounting policies and practices.
1.5- In compliance with the legal provisions the Board certified the independence of the Statutory Auditors noting their professionalism and technical capacity, supervising their activity, at appropriate intervals, through meetings and the observation of the checks made by it.
1.6- We evaluated the Legal Certification of Accounts and the Audit Report as prepared by the Chartered Accountants, which warranted our agreement.
1.7- The Audit Board considered the proposal for the application of results presented by the Board of Directors.
In view of the above, we evaluated the Management Report and Corporate Governance Report, the balance sheet and individual accounts relating to the year 2015, as well as the proposal for the application of results, it being our opinion that these are in a condition to be discussed and voted on in a General Meeting of Shareholders.
The Audit Board declares within the terms and for the purposes of the provisions in line c) of no.1 of article 245 of the Securities and Exchange Commission's Code that, to the best of its knowledge, the information contained in the individual financial statements relating to the year 2015 was prepared in accordance with the generally accepted accounting principles in Portugal, giving a true and appropriate image of the financial position, the result of the operations, the changes in equity and the cash flow of ESTORIL SOL, S.G.P.S., S.A. - Public Company -, and that the management and corporate governance reports faithfully portray the evolution of the businesses, of the performance and of the financial position of the company and contain a description of the main risks and uncertainties that it is faced with.
Estoril, 29 April 2016
The Audit Board
Chairman - Mário Pereira Pinto
Director – António José Alves da Silva
Director – Manuel Martins Lourenço
JOSÉ MARTINS LAMPREIA - ROC Nº 149 Registado na CMVM sob o nº 20160032 DONATO JOÃO LOURENÇO VIÇOSO - ROC Nº 334 Registado na CMVM sob o nº 20160080 JOSÉ ALBERTO CAMPOS DIAS - ROC Nº 365 Registado na CMVM sob o nº 20160096
RUA DA CONCEIÇÃO, 85 - 1º ESQ. 1100-152 LISBOA TEL. 21 321 95 30 -– TLM. 92 750 41 83/4 FAX. 21 321 95 39 E-mail: [email protected] Site: www.lampreiavicoso.com
CAPITAL SOCIAL 80.000 EUROS – NIPC: 504 176 544
INSCRITA NA LISTA DOS REVISORES OFICIAIS DE CONTAS SOB O N.º 157
REGISTADA COMO AUDITOR EXTERNO NA C.M.V.M. SOB O N.º 20161466
Notwithstanding the opinion expressed in paragraph 7, we would like to draw your attention to the following situations:
Lisbon, 28 April 2016
Lampreia, Viçoso & Associado, SROC, Ltd Registered in the CMVM no. 20161466 represented by José Martins Lampreia (ROC no. 149)
(Consolidated accounts)
To the Shareholders,
Pursuant to the applicable legal provisions, it is our duty to submit to your appreciation the Report and Opinion of the Audit Board on the Management Report and on the Corporate Governance Report and other consolidated financial statements, presented by the Board of Directors of ESTORIL SOL, S.G.P.S., S.A. - Public Company - in relation to the year ended on 31 December 2015.
1.1- We examined the operations conducted by the consolidating company and monitored the operations of the Group of companies headed by the said consolidating company, both directly and via explanations collected from Management and services. The Audit board also performed those checks deemed necessary, under the circumstances.
1.2- The Audit board performed the tests and checks it is entrusted with and that it deemed necessary in the circumstances. It monitored the procedures for controlling risks and the implemented internal control system. It also supervised the process of preparation and disclosure of the financial information.
1.3- The management and corporate governance reports describe the policies followed, the economic and financial operations, the conditioning factors involved relating to the year under evaluation, and the future prospects in the current economic climate.
1.4- The consolidated accounts, comprising the Consolidated Balance Sheet, the Income Statement, the Statement of Changes in Equity, the Cash Flow Statement and respective notes, are all in agreement with the accounting records and with the accounting policies and practices of the International Financial Reporting Standards (IFRS) as adopted in the European Union.
1.5- In compliance with the legal provisions, the Board verified the independence of the Statutory Auditors noting their professionalism and technical capacity, and supervised, with appropriate frequency, their activity, through meetings and observing the checks carried out by them.
1.6- We have evaluated the Legal Certification of Accounts and Audit Report – Consolidated Accounts – prepared by the Statutory Auditors, which warranted our agreement.
In view of the above, we have evaluated the management and corporate governance reports and the consolidated financial statements of ESTORIL SOL, S.G.P.S., S.A. - Public Company -, for 2015, as well as the proposal for the application of consolidated profits, and it is our opinion that these are in a position to be discussed and voted on in a General Meeting.
The Audit Board, pursuant to and for the purposes of the provisions under line c) of no.1 of article 245 of the Portuguese Securities Code, declares that, to the best of its knowledge, the information appearing in the consolidated financial statements relating to the year 2015 was prepared in conformity with the International Financial Reporting Standards (IFRS) as adopted in the European Union, showing a true and appropriate image of the financial position, the operating result, the changes in equity and the cash flow of ESTORIL SOL, S.G.P.S., S.A. - Public Company -, and that the management and corporate governance reports faithfully shows the progress of the business, the performance and financial position of the company, and contains a description of the main risks and uncertainties they are faced with.
Estoril, 29 April 2016
.
The Audit Board
Chairman - Mário Pereira Pinto
Director – António José Alves da Silva
Director – Manuel Martins Lourenço
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