Annual Report • Apr 10, 2012
Annual Report
Open in ViewerOpens in native device viewer
relatório & contas 2011 annual report & accounts
Em menos de 20 anos, a Novabase tornou-se a maior tecnológica portuguesa. Os próximos 20 anos serão de conquista de um lugar de relevo no mundo. Por isso, se 2010 tinha sido o ano da marca, 2011 foi o ano da internacionalização, o ano em que assumimos o crescimento internacional como a prioridade mais estratégica do nosso futuro.
A expansão do negócio nos mercados internacionais será tema de médio e longo prazo, mas a história que 2011 conta é a de passos decisivos nesse movimento. Passos como a standartização da oferta e da sua comunicação a uma escala global, como as experiências de negócio de equipas fixas em novos mercados, ou de uma construção de uma cultura de design thinking, a cultura de pensar fazendo e fazer pensando que nos distingue, e que requer uma aprendizagem constante de disponibilidade, experimentação e interacção com o contexto.
Nesta viagem de crescimento e aprendizagem, queremos que todos venham connosco. Todos os colaboradores, todos os clientes, todos os parceiros, todos os stakeholders Novabase.
Estamos todos ligados e estaremos mais ainda. Somos muitos, diversos, e seremos mais ainda.
In less than 20 years, Novabase has become the largest Portuguese technology company. The next 20 years will be spent winning a frontline position in the world. For this reason, if 2010 was the year of the brand, 2011 was the year of internationalization, a year in which we made international growth the main strategic priority for our future.
The expansion of our business into international markets will be a medium and long-term pursuit, while 2011 tells a story of decisive steps in this direction. These steps include standardizing our products and services and communicating them on a global scale; the business experiences of teams established in new markets; the construction of a design-thinking culture, the culture of thinking by doing and doing by thinking that distinguishes us, and requires constant learning with openness, experimentation and interaction with our surroundings.
We want everyone to come with us on this journey of growth and learning. All of our employees, customers, partners, all of Novabase stakeholders.
We are all connected, and will be even more so in the future. We are many, we are diverse… and there will be even more of us.
EARNINGS PER SHARE EARNINGS PER SHARE
BUSINESS SOLUTIONS IMS DIGITAL TV
50% 19%
31%
"A medida do sucesso da Novabase está no negócio conseguido e executado fora de Portugal."
"The measure of Novabase's success is the increase of international business."
Senhores Accionistas,
O exercício de 2011 foi marcado no plano doméstico pela chegada em força dos primeiros impactos da crise económica ao nosso sector de actividade. Um grande número de clientes reduziu as suas intenções de aquisição, atrasou decisões ou pediu mesmo a redução dos custos de projectos já contratados e em curso. Assim, o mercado nacional passou a exigir preços impraticáveis em muitos projectos para o nível de qualidade que a Novabase faz questão de manter.
On the domestic scene, 2011 was marked by the full-on arrival of the economic crisis' first impacts on our business sector. A large number of customers cut back their purchasing plans, postponed decisions or even asked for lower prices on projects already agreed to and underway. As such, the domestic market began to demand impractical prices for many projects vis-à-vis Novabase's desired quality standards.
A resposta da Novabase a este difícil cenário económico foi marcada pelo aprofundamento da internacionalização, que tem vindo a acontecer a um ritmo muito forte, tendo o crescimento da nossa actividade fora de Portugal em 2011 sido acima dos 30%. A empresa empreendeu ainda um ambicioso plano de redução de custos para poder fazer face à redução da rentabilidade verificada na geografia Portugal, de forma a recuperar competitividade no ano de 2012 que entretanto iniciámos.
A diversificação da nossa aposta para outros mercados implica investimento em meios humanos e materiais, os quais contemplámos no orçamento de 2012 entretanto aprovado pelo Conselho de Administração. Implica ainda um aumento do risco de execução do nosso negócio, o qual é inevitável face à imperiosa urgência em aumentar as nossas receitas internacionais como forma de melhorar a proposta de valor que temos para com os nossos accionistas, bem como a sustentabilidade a médio/longo prazo do nosso negócio.
Para além do desempenho operacional, a Novabase continuou a materializar a aposta na sua nova marca e na implementação da sua visão. Esta última exige uma aposta na sensibilização e formação dos nossos gestores e colaboradores que será significativamente aumentada em 2012.
Novabase's response to this difficult economic backdrop was to concentrate even more on internationalization, which has kept a very solid pace, with our business outside of Portugal growing more than 30% in 2011. The company also embarked on an ambitious cost-cutting plan to address the reduced profitability of the Portuguese market, in order to recuperate our competitiveness in the year 2012 now underway.
Diversifying our products and services to other markets means investing in human and material resources, which are part of the 2012 budget approved by the Board of Directors. It also means a higher degree of business risk, which is inevitable in view of the overriding need to increase international revenues as a means of improving our value proposition for our shareholders, along with the medium and long-term sustainability of our business.
In addition to its operating performance, Novabase continued to focus on its new brand and implementing its vision. The latter requires a commitment to educating and training our managers and employees, which will be significantly increased in 2012.
Em ordem a reforçar a nossa proposta de valor para os accionistas, no mandato que agora termina, a Novabase aprovou uma política de distribuição regular de dividendos e pagou mesmo um dividendo extraordinário em 2010. No exercício que agora termina, apesar de termos registado uma redução de cerca de 80% dos resultados líquidos em 2011 face aos de 2010, o Conselho de Administração irá propor à Assembleia Geral a manutenção da actual política de distribuição de dividendos, materializada neste ano pelo pagamento de 3 cêntimos de euro por acção.
Auscultamos permanentemente a opinião dos nossos principais stakeholders, designadamente os nossos clientes (98% de respostas obtidas num universo de 1130 projectos), e temos dado particular atenção ao tratamento de reclamações. Continuámos a realização regular de roadshows com accionistas, as reuniões trimestrais com os analistas que seguem o comportamento do título, bem como um conjunto vasto de contactos com os media.
Os mecanismos de governo societário estão plenamente adquiridos e os vários órgãos sociais funcionam e relatam o seu funcionamento com regularidade. O Chairman tem recebido a plena colaboração do CEO, da Comissão Executiva, da Comissão de Auditoria e das Comissões Especializadas do Conselho de
To strengthen our value proposition to our shareholders, in the term now ending, Novabase passed a regular dividend distribution policy, and even paid an extraordinary dividend in 2010. In the year now ending, despite a decrease of around 80% in net profits between 2010 and 2011, the Board of Directors will propose to the General Meeting of Shareholders that the current dividend distribution policy be upheld, this year with a payment of 3 cents per share.
We continuously listen to the opinions of our main stakeholders, particularly our customers (98% response rate from a total of 1,130 projects), with special attention to how we handle complaints. We continue to hold regular road shows with shareholders, quarterly meetings with analysts following our stock performance, and a wide range of media contacts.
Corporate governance mechanisms have been fully acquired, and the company's corporate boards operate and report regularly on their operations. The Chairman has received the full cooperation of the CEO, Executive Committee, Auditing Committee and the specialized committees of the Administração (CA) bem assim como de todos e de cada um dos colegas não executivos do CA e dos Auditores Externos.
Destaco ainda finalmente o reforço da atenção prestada ao tema do risco, através de um acompanhamento mais próximo em conjunto pelo Chairman, pela Comissão de Auditoria e pelo Chief Risk Officer (CRO).
A Novabase reforçou a sua política de solidariedade social, não apenas através das acções no domínio do ensino das tecnologias de informação e inglês que tem vindo a realizar nos últimos anos em parceria com a CAISL (Carlucci American International School of Lisbon) e a Câmara Municipal de Sintra, mas também através de novas acções de apoio a camadas da população mais carenciadas, as quais foram financiadas em 2011 através de verbas anteriormente utilizadas na festa de Natal da empresa, que este ano optámos por não realizar.
A medida do sucesso da Novabase volta-se hoje mais do que nunca para o negócio conseguido e executado fora de Portugal bem como pela criação de novas áreas de negócio. Para apoiar o alargamento da oferta de outsourcing
Board of Directors, as well as each and every one of Board of Directors' nonexecutive colleagues and external auditors.
I would also like to point out the attention paid to the topic of risk by the closer joint monitoring of this issue by the Chairman, the Audit Committee and the Chief Risk Officer (CRO).
Novabase reinforced its social solidarity policy through educational activities in the areas of information technologies and English, held in recent years in partnership with the Carlucci American International School of Lisbon (CAISL) and Sintra City Council, as well as new activities to support more underprivileged population groups, which were financed in 2011 using funds previously allocated to the company Christmas party, which we chose not to have this year.
Now more than ever, Novabase's success revolves around the business it wins and operates outside of Portugal, and the creation of new business areas. To support its expanding offerings in outsourcing, Novabase built a new a Novabase construiu o novo Centro de Operações do Parque Oriente. O mesmo foi inaugurado por S. Exa o Ministro da Economia e do Emprego, Prof. Álvaro Santos Pereira já em Janeiro de 2012.
Infelizmente a ainda reduzida dimensão relativa das nossas operações internacionais, somada às dificuldades que todos os players do nosso mercado estão a sentir no plano nacional, não contribuíram em 2011 para uma melhoria do comportamento bolsista das acções da Novabase. Este comportamento traduziu-se pela redução da capitalização bolsista e da liquidez do título.
Contudo, estamos seguros que a estratégia que estamos a implementar traduzir-se-á num progressivo reforço a prazo das propostas de valor da Novabase para todos os seus stakeholders. O aprofundamento progressivo da internacionalização da empresa trará consigo um aumento significativo da sustentabilidade do nosso negócio. Os colaboradores da Novabase estão unidos em torno da nova visão e revêem-se na estratégia. A força e a criatividade que demonstrámos no passado serão também a nossa marca distintiva para o futuro.
Operations Centre at Parque Oriente. This was inaugurated in January 2012 by the Minister of the Economy and Employment, Álvaro Santos Pereira.
Unfortunately, the relatively small size of our international operations, combined with the difficulties experienced by every player in our domestic market, did not improve the performance of Novabase's shares in 2011. This performance resulted in decreased market capitalization and share liquidity.
However, we are confident that the strategy we are implementing will progressively strengthen Novabase's value propositions over time for all of its stakeholders. The progressive growth of the company's internationalization will significantly boost the sustainability of our business. Novabase's employees are united around our new vision, and our strategy resonates with them. The strength and creativity we have shown in the past will also be our trademark for the future.
ROGÉRIO CARAPUÇA PRESIDENTE DO CONSELHO DE ADMINISTRAÇÃO CHAIRMAN OF THE BOARD OF DIRECTORS
"Queremos uma Novabase cada vez mais aberta ao mundo, capaz de atrair uma rede crescente de talentos, de saberes, de culturas e de geografias."
"We want Novabase increasingly open to the world, capable of attracting a growing network of talents, knowledge, cultures and geographies."
Caros Accionistas,
O exercício de 2011 foi especialmente desafiante. Para além da crise financeira, abateu-se no mercado doméstico uma das mais graves crises económicas das últimas décadas. O desempenho operacional foi negativamente afectado, tendo os bons resultados na internacionalização mitigado parcialmente este efeito.
Dear Shareholders,
2011 was an especially challenging year. In addition to the financial crisis, one of the most serious economic crises of the past decades hit the domestic market. Operating performance was negatively affected, although this was partially offset by the positive results of our internationalization.
A actividade internacional cresceu mais de 30%, representando já um quinto do negócio total. Contudo, devido à contracção em Portugal na componente de produto, o Volume de Negócios global não cresceu. Ao nível das margens operacionais registámos uma contracção superior a 30%, decorrente da forte pressão conjuntural que impactou sobretudo os negócios IMS, DTV e a rentabilidade das vendas. O Resultado Líquido sofreu uma redução de 80%, fortemente penalizado pelos resultados financeiros e pelos custos de reestruturação. Este programa foi executado com o duplo objectivo de melhorar a nossa competitividade doméstica, principalmente ao nível dos custos, e de reforçar os meios, sobretudo os humanos, para a continuação do crescimento internacional.
2011 foi, também, o terceiro e último ano do nosso mandato. Foram três anos invulgares sob todos os pontos de vista. A começar pelo contexto externo. Enfrentámos a mais grave crise financeira mundial das últimas décadas, a que se seguiu uma profunda crise económica em alguns dos nossos principais mercados, em particular em Portugal.
Our international business grew more than 30%, and now accounts for one fifth of the total business. However, due to the contraction of the product component in Portugal, overall turnover did not grow. We saw a contraction of more than 30% in our operating margins due to strong external pressures primarily impacting the IMS and DTV businesses and the profitability of sales. Net profit fell 80%, strongly penalized by the financial results and restructuring costs. This restructuring had the dual objective of improving our domestic competitiveness, mainly in terms of costs, and boosting our resources, human resources in particular, to continue our international growth.
2011 was also the third and last year of our current term. These three years were unusual from every standpoint. First of all, the external environment. We had to face the world's most serious financial crisis in decades, followed by a profound economic crisis in a number of our main markets, particularly in Portugal.
Por tudo isto, o balanço que fazemos deste mandato é muito positivo. Tivemos os melhores resultados agregados na história da empresa. Os accionistas receberam os primeiros dividendos. Criámos uma nova visão que empolga os nossos colaboradores e nos desafia todos os dias a construir melhores soluções. A satisfação dos clientes atingiu valores recorde. Estabelecemos uma nova cultura e novos valores que acreditamos irão acelerar o ritmo de inovação e renovação das nossas ofertas. Investimos mais de 26 M¤ em I&D e estabelecemos parcerias com algumas das melhores universidades do mundo na nossa área. Contratámos centenas de recém-licenciados, criando postos de trabalho altamente qualificados. Ultrapassámos os 2000 colaboradores e reforçámos a aposta nos programas de formação avançada. Unificámos a estrutura da empresa e consolidámos a nossa posição de liderança em Portugal. Especializámos as ofertas por sector de actividade para crescermos o nosso negócio no mundo, tendo actualmente soluções a funcionar em dezenas de países.
For all of these reasons, we can weigh up this term as a highly positive one. We had the best aggregated results in the company's history. Shareholders received the first dividends. We have created a new vision that engages our employees and challenges us every day to make better solutions. Customer satisfaction has reached record levels. We have established a new culture and new values that we believe will quicken the pace of product and service innovation and renewal. We have invested more than ¤26 million in R&D and established partnerships with some of the world's best universities in our area. We have hired hundreds of university graduates, creating highly qualified job positions. We have more than 2,000 employees, with a renewed focus on advanced training programs. We have unified our corporate structure and consolidated our leadership position in Portugal. Our products and services have been tailored to different business sectors to grow our business around the world, with solutions now operating in dozens of countries.
As Tecnologias de Informação são das áreas que mais dependem do contexto macroeconómico. Por isso, os últimos anos representaram um enorme teste às nossas capacidades enquanto organização. Os resultados obtidos espelham, no seu conjunto, uma empresa capaz de enfrentar as maiores adversidades. Reflectem também uma organização resiliente, com uma grande capacidade de adaptação, pragmatismo e motivação para a mudança. São trunfos importantes num sector onde as disrupções tecnológicas e de modelos de negócio são tão frequentes.
Finalmente, estes resultados são sobretudo uma prova inequívoca do talento e da dedicação dos colaboradores da Novabase, que são, afinal, a verdadeira fonte da nossa diferenciação.
Information technologies are among the areas that are most dependent on the macro-economic backdrop. This is why the last few years have been a major test of our ability as an organization. The results obtained, on a whole, reflect a company capable of facing the greatest of adversities. They also reflect a resilient organization with a great ability to adapt, pragmatism and motivation for change. These are all important trump cards in a sector with such frequent disruptions in technologies and business models.
Finally, and above all, these results are proof positive of the talent and dedication of Novabase's employees who, in the end, are our true source of differentiation.
Em 2011, o título desvalorizou 28% em linha com o indíce PSI20 e com os principais comparáveis europeus. No triénio 2009-2011 esta desvalorização descontada a remuneração accionista extraordinária de 2010 - foi de 44%, o que compara com uma desvalorização de 13% no PSI20. A elevada exposição da Novabase a mercados sem grande potencial de crescimento, em particular o Português é, certamente, uma das principais razões para esta evolução. Por este motivo, o principal objectivo nos próximos anos é a continuação da expansão internacional da actividade da empresa. Queremos uma Novabase cada vez mais aberta ao mundo, capaz de atrair uma rede crescente de talentos, de saberes, de experiências, de culturas e de geografias. Para levar a mais pessoas e a mais empresas uma vida mais simples e mais feliz.
In 2011, our share price fell 28% in line with the PSI20 and main comparable European indices. From 2009 to 2011, this drop – not counting the extraordinary shareholder remuneration in 2010 – was 44%, compared to a 13% drop in the PSI20. Novabase's high degree of exposure to markets with low growth potential, particularly the Portuguese market, is certainly one of the main reasons for this. This is why the main objective for the coming years will be to continue to expand our company's business internationally. We want Novabase to be more and more open to the world, able to attract a growing network of talent, knowledge, experiences, cultures and regions. To take a simpler and happier life to more people and more businesses.
LUÍS PAULO SALVADO PRESIDENTE DA COMISSÃO EXECUTIVA CEO/CHAIRMAN OF THE EXECUTIVE COMMITTEE
Poucas são as empresas que atingem a Novabase concretizou uma visão à frente das multinacionais instaladas
O desafio agora é outro. O caminho Uma jornada que será marcada
Com a actividade internacional a crescer nos últimos anos, e projectos de referência bem sucedidos nos quatro cantos do planeta, o negócio internacional é hoje o nosso caminho e uma aposta assumida. É também a nossa resposta ao cenário económico actual em Portugal. pelo aprofundamento da internacionalização a um ritmo muito da actividade fora de Portugal acima dos 30% e a constituir já 20%
no sentido de reforçar e sofisticar
organizada por sectores, pretende
de entrega e realização de projectos na formação e treino das nossas igualmente alargar e diversificar através de modelos de near-shore nas ofertas mais distintivas que temos,
projectasse, a partir do que nos ponto do mundo. Uma visão focada
reflectem o nosso modo de estar, Fazer é ligar, Ligar é abrir. Abrir é áreas de conhecimento, de parcerias
O que queremos é mudar a vida serve. A nossa aposta é crescer e fazer
Neste desafio queremos posicionarpessoas e da nossa atitude.
tecnológicas capaz de olhar e de ler de aspirações e potenciais.
another way to open to the world
2011 foi o ano em que a Novabase lançou a sua marca de conferência "NTalks" com um convidado especial: Tom Kelley, partner e co-fundador da IDEO, uma das empresas que colocou o design no centro da estratégia empresarial.
Para uma plateia de 250 pessoas, Tom Kelley contou os 10 passos da inovação, desde a necessidade de olharmos os produtos e serviços com a disponibilidade de um antropólogo, à enorme vantagem de cruzarmos ideias de pessoas com diferentes backgrounds, perspectivas e idades.
No debate que se seguiu, além de Tom Kelley e de Luís Paulo Salvado (CEO da Novabase), interlocutores tão diferentes como Alberto Charrro (CEO BBVA Portugal), Miguel Carvalho (Administrador ActivoBank), Pedro Albuquerque (Partner da Albuquerque Designing Business) e Stella Barbot (Conselheira do FMI) trataram de pôr em prática o verbo que muitos anotaram: crosspollinate.
Por isso, o N Talks #1 teve tudo a ver com internacionalização. É que estimular uma cultura de atenção – ao contexto, ao utilizador, aos seus desejos e desafios – é importante não só para inovar mas para qualquer empresa que tenha como alvo o mercado internacional.
2011 was the year in which Novabase launched its "N Talks" conference brand with a special guest: Tom Kelley, partner and co-founder of IDEO, one of the companies that put design at the centre of corporate strategy.
In front of an audience of 250 people, Tom Kelley revealed the 10 steps of innovation, from the need to look at products and services with the disposition of an anthropologist, to the tremendous advantage of intersecting ideas from people of different backgrounds, perspectives and ages.
In the discussion that followed, in addition to Tom Kelley and Luís Paulo Salvado (Novabase CEO), spokespersons as diverse as Alberto Charro (CEO of BBVA Portugal), Miguel Carvalho (Director at ActivoBank), Pedro Albuquerque (Partner of Albuquerque Designing Business) and Stella Barbot (IMF Advisor) tried to put into practice the verb that many had noted down: "to cross-pollinate".
This is why the first N Talks had everything to do with internationalization. Stimulating a culture of attention – to the context, to the user, to the user's desires and challenges – is important not just to innovate, but also for any company with its eyes set on the international market.
Solutions
Industries
Aerospace & Transportation
Energy & Utilities
Financial Services
Government & Healthcare
Manufacturing & Services
Telecoms & Media
Venture Capital Digital TV
SECTORES & NEGÓCIOS INDUSTRIES & BUSINESS
e integração destas disciplinas
estrutura de ofertas, organizada por tendo por foco a especialização
e desafios, melhorar a colaboração de responsabilidade (accountability) a nossa actividade.
ofertas especializadas em cada sector,
Este percurso feito em 2011, e que terá continuidade para 2012, permitiu num processo que se pretende
investindo na formação e treino
Vamos alargar a percentagem
das nossas pessoas, tentando
para a solução.
e com elevado potencial
Em 2011, a Novabase Business uma margem EBITDA de 12,2%.
A oferta desta área da Novabase foca as suas competências em engenharia e consultoria nas Tecnologias de Informação e Comunicações, para conceber, planear e implementar infra-estruturas complexas, bem como transformar, gerir, operar e optimizar esses activos, quer através de projectos abrangentes como de serviços de outsourcing.
No decorrer de 2011 e com o intuito de desenvolver e focar o seu crescimento em serviços e expandir internacionalmente, a IMS reestruturou a sua oferta, consolidando as suas áreas de soluções Intelligent Infrastructures e IT Management.
Agora só com um portfólio de IMS Solutions, continua especializada em Soluções de Engenharia e na Gestão do IT, mas com foco nos Serviços Continuados de Operação, Manutenção e Gestão e com destaque para áreas de Outsourcing de Infra-estruturas.
As soluções IMS desenvolvem as suas competências de engenharia na prestação de serviços de consultoria e implementação no desenho
engineering and consulting expertise technologies to design, plan and deploy complex infrastructures as well as transform, manage, operate and optimize these assets through comprehensive projects such as outsourcing services.
During 2011, and for the purpose of developing and focusing its growth on services and expanding internationally, services by consolidating its areas of Intelligent Infrastructures and IT Management solutions.
Now with just one IMS solutions portfolio, it still specializes in engineering solutions and IT management, but focusing on ongoing services for operations, maintenance and management, in particular areas involving infrastructure outsourcing.
IMS' solutions use its engineering expertise to provide consulting and deployment services in designing and planning convergent quade planeamento de arquitecturas de comunicações com convergência Quad-play incluindo o vídeo e a mobilidade, arquitecturas de Cloud Computing e Datacenters de nova geração. As arquitecturas e soluções desenhadas são sempre focadas na optimização e redução de custos de exploração através de metodologias e processos de consolidação, virtualização, automação e eficiência energética.
Na área da produtividade empresarial, existe uma vasta experiência e referências na colaboração e comunicações unificadas com os processos e aplicações de negócio, onde se destacam as soluções de telefonia e vídeo-conferência IP, Telepresença, Contact Centers IP e ainda a possibilidade de desenvolvimento e integração à medida destas tecnologias com as aplicações críticas de negócio.
As soluções e serviços IMS de gestão do IT compreendem áreas de auditoria, consultoria e formação em reengenharia e automação de processos, racionalização, risco e controlo interno, planos
play communications architectures including video and mobility, cloud computing architectures and next-generation data centres. The architectures and solutions designed are always focused on optimizing and reducing operating costs through consolidation, virtualization, automation and energy efficiency methodologies and processes.
In the area of enterprise productivity, it boasts substantial experience and unified communications with business applications and processes, including solutions for telephony and IP video conferencing, telepresence, IP contact centres and the ability to custom-develop and integrate these technologies with business-critical applications.
IMS' IT management services and solutions include auditing, consulting and training services in process reengineering and automation, streamlining, risk and internal control, estratégicos de SI/TI, integração de boas práticas e certificação em normas e conformidade com regulações. As áreas de actuação destas competências estendem-se à engenharia de serviços, segurança de informação, continuidade de negócio e sustentabilidade. Complementam esta oferta soluções de software para a gestão de portefólios de projectos e programas, a gestão e qualidade de serviço, monitorização, operações e segurança.
A Oferta IMS está disponível e verticalizada para os sectores Aerospace & Transportation, Energy & Utilities, Financial Services, Government & Healthcare, Manufacturing & Services e Telecoms & Media. Para todos eles está disponível num modelo de entrega de projecto ou preferencialmente num modelo de Serviço Continuado ou Outsourcing da Infra-estrutura, sendo este suportado a partir do centro de operações IMS Agile Center.
O Agile Center é uma estrutura concebida e implementada em 2010. Com áreas dedicadas a call desk (multi-canal) e service desk, operação e monitorização (com um videowall de 8x2m), além de salas multi-função, inclui espaços especificamente equipados para laboratório, que permitem a realização de demonstrações, provas IS/IT strategic plans, best practice integration, certification in standards and compliance with regulations. These areas of expertise extend to service engineering, information security, business continuity and sustainability. Its offerings are rounded out by software solutions for managing project and program portfolios, service quality and management, monitoring, operations and security.
IMS' vertically integrated products and services are available for the Aerospace & Transportation, Energy & Utilities, Financial Manufacturing & Services and Telecoms & Media sectors. For all of these sectors, they are available under a project deliverables model or, preferably, an ongoing service or infrastructure outsourcing model supported by the IMS Agile operations centre.
The Agile Centre was designed and implemented in 2010. With areas dedicated to a call desk (multiand monitoring (with a 8 x 2 m video wall) and multi-purpose rooms, it has spaces specifically equipped as labs for demonstrations, proofs-of-concept de conceito ou testes dos mais variados tipos e staging de projectos de grande dimensão e qualquer tipo de equipamentos. Capaz de operar continuamente em regime 24/7/365, foi equipado com a mais actual tecnologia multimédia de alta definição. Do ponto de vista de comunicações, a vídeo-conferência ou a telepresença permitem uma ligação permanente a clientes e parceiros.
O Agile Center serve também como demonstração de uma nova oferta: o estudo, desenho, renovação e implementação de salas de controlo e comando ou centros de operações em que os aspectos de ergonomia, os factores humanos, eficiência energética e o design de marca do cliente, serão integrados de forma transparente através de uma abordagem interactiva e suportada em simulações e realidade virtual.
O ano de 2011 foi um ano que se destaca pela consolidação e reestruturação da oferta IMS, pela consolidação e desenvolvimento do centro de operações Agile Center de forma a preparar uma aposta muito forte na criação de valor através da prestação de serviços remotos para clientes nacionais e internacionais.
Em 2011, a Novabase IMS registou um volume de negócios de 86,0 M¤ com uma margem EBITDA de 5,3%.
or testing for a wide variety of staging options for large-scale projects and all types of equipment. Capable of non-stop 24/7/365 operation, it is equipped with the latest highdefinition multimedia technology. From a communications standpoint, video conferencing or telepresence provides a continuous connection to customers and partners.
The Agile Centre also serves as a showpiece for a new offering: the study, design, renovation and deployment of control and command rooms, or operating centres, where aspects involving ergonomics, human factors, energy efficiency and customer brand design will be integrated transparently using an interactive approach supported by simulations and virtual reality.
2011 was marked by the consolidation and restructuring of IMS' products and services, and the consolidation and development of the Agile Centre, to lay the groundwork for providing added value through remote services for
In 2011, Novabase IMS' turnover was ¤86.0 million with an EBITDA margin of 5.3%
A área de Digital TV da Novabase é hoje um player de referência internacional, com um posicionamento no mercado alinhado com uma estratégia de intelectual property, system integrator e de forte aposta no desenvolvimento da oferta direccionada para Operadores de Telecomunicações, Televisão e Media.
No mercado Português, a Novabase DigitalTV consolidou o seu posicionamento na cadeia de valor dos principais Operadores, integrando as componentes core da área de Video Digital, na implementação dos serviços emergentes mais sofisticados como o Video-On-Demand, IPTV e Conteúdos On-line.
Novabase Digital TV is now a player on an international scale, positioned in the market in close alignment with the strategy of intellectual property, system integrator and a solid focus on products and services targeting telecommunications, television and media operators.
In the Portuguese market, Novabase Digital TV has consolidated its position in the value chain of major operators, integrating core components from the digital video area, to deploy more sophisticated emerging services such as Video-On-Demand, IPTV and On-Line Content.
No mercado internacional, em 2011, cresceu significativamente a sua actividade (cerca de 70% face a 2010), tendo consolidado a sua posição no operador Reliance e tendo angariado um novo operador de cabo (IMCL). Ambas as operações no mercado indiano, o que nos dá boas perspectivas para o futuro nesta geografia.
Os Clientes nesta área são principalmente fabricantes de settop-box (no mercado OEM/ODM), operadores de pay TV ou Telcos (no mercado de operadores). A Novabase está essencialmente focada nos mercados emergentes, onde estes investimentos vão acontecer em maior escala.
It significantly grew its business in the domestic market in 2011 (around 70% compared to 2010), consolidating its position with the operator Reliance and winning a new cable operator (IMCL), both in the Indian market, which gives us excellent future prospects in this region.
Customers in this area primarily include set-top box manufacturers (OEM/ODM market), pay TV operators or Telcos (operator market). Novabase is primarily focused on emerging markets where these investments will be occurring on a larger scale.
Estima-se que o mercado global de set-top-box para Digital TV cresça a ritmos muito elevados, impulsionado pelo fim de operação do sistema analógico, a ocorrer até 2012 na Europa, de acordo com o determinado pelos reguladores. Outro factor de mercado bastante relevante é o crescente investimento de Operadores de Cabo e Satélite em mercados emergentes, como a América do Sul, Índia e Países do Leste da Europa.
A Novabase é pioneira no desenvolvimento das mais recentes tecnologias de COB e SIP, com um histórico de inovação e lançamento It is estimated that the global set-top box market for digital TV is growing at an extremely fast pace, driven by the upcoming switch-off of the analogue system in Europe in 2012, as determined by regulatory authorities. Another highly relevant market factor is cable and satellite operators' growing investments in emerging and Eastern European countries.
Novabase is a pioneer in developing the latest COB and SIP technologies, with a history of innovation and of launching new products of great
no mercado de novos produtos de grande valor para os Clientes (primeiro receptor DVB de tamanho reduzido, primeiro receptor FTA em formato scart, primeiro sistema de COB disponível, entre outros). A Novabase está preparada para endereçar o elevado potencial de crescimento, com menor exigência a nível de capacidade financeira, resultado da redefinição estratégica em relação à sua actuação no mercado.
Em 2011, a Novabase Digital TV registou um volume de negócios de 52,8 M¤, com uma margem EBITDA de -0,1%.
customer value on the market (first compact DVB receiver, first FTA receiver in SCART format, first available COB system, among others). Novabase is poised to address the high potential for growth, with fewer demands in terms of financial capacity, thanks to its redefined strategy in terms of its market activities.
In 2011, Novabase Digital TV's turnover was ¤52.8 million with an EBITDA margin of -0.1%.
A Novabase Capital, Sociedade de Capital de Risco, SA, é uma empresa de capital de risco, integralmente detida pela Novabase SGPS, SA, que tem como principal objectivo identificar e ajudar a desenvolver projectos empresariais portugueses de TICs, ainda embrionários ou em expansão, que apresentem um elevado potencial de valorização em sinergia com a Novabase.
A Novabase Capital participa em 3 Fundos de Capital de Risco (FCRs), que têm o capital total de 23,5 M¤, designadamente FCR Novabase Capital, FCR Novabase Capital Inovação e Internacionalização e FCR IStart I, sendo os dois primeiros geridos pela Novabase Capital.
O FCR Novabase Capital, constituído em Maio de 2005 e integralmente investido, com uma dotação de 7,1 M¤, é participado em 30% pela Novabase Capital e em 70% pelo IAPMEI através do Programa PRIME e com cofinanciamento da União Europeia via FEDER.
Novabase Capital, Sociedade de Capital de Risco, SA is a venture capital firm owned entirely by Novabase SGPS, SA. Its main purpose is to find and support Portuguese ICT business projects – in early development or expanding – with high value potential in conjunction
Novabase Capital has ownership in three venture capital funds totalling ¤23.5 million in capital: FCR Novabase Capital, FCR Novabase Capital Inovação e Internacionalização and FCR IStart I (the first two managed by Novabase Capital).
FCR Novabase Capital, established in May 2005 and fully invested, with a provision of ¤7.1 million, is held by Novabase Capital (30%) and IAPMEI/ Institute for the Support of Small and Medium Enterprises (70%) through the PRIME Program, with co-funding from the European Union via the ERDF.
O portfolio do FCR Novabase Capital em 2011 incluía as seguintes participadas:
A Manchete é uma empresa especialista em informação, que foca a sua actividade nas áreas de Análise de Media (TV, Rádio, Internet, Jornais e Revistas), Inteligência Competitiva e Reputação.
A Forward presta serviços na área das Tecnologias de Informação, especialmente vocacionados para o sector das telecomunicações, tendo desenvolvido um produto inovador para Operadores Móveis Virtuais (MVNOs).
Empresa especializada na concepção e instalação de Sistemas de Gestão de Edifícios, integrando a Gestão Técnica Centralizada, a Domótica e sistemas de controlo específicos.
In 2011, the Novabase Capital venture capital fund's portfolio included the following affiliates:
Manchete is a company specializing in information and focusing on the areas of media analysis (TV, radio, Internet, newspapers and magazines), competitive intelligence and reputation.
Forward provides services in the area of information technologies, particularly targeting the telecommunications sector, and has developed an innovative product for mobile virtual network operators (MVNOs).
Company specializing in designing and installing building management systems integrating centralized technical management, home automation and specific control systems.
Collab – Soluções Informáticas de Comunicação e Colaboração, SA
Empresa de software que desenvolveu a solução OneContact para contact centers multimedia em ambiente IP, que integra todos os canais de relação com os clientes. O investimento contínuo em I&D tem tido amplo reconhecimento nos mercados internacionais onde actua.
Globaleda – Telecomunicações e Sistemas de Informação, SA Empresa vocacionada para
o desenvolvimento inovador das Tecnologias de Informação nos Açores. Gere uma rede de lojas próprias que cobre as principais ilhas açorianas, sendo o terceiro maior agente Vodafone em Portugal, e desenvolve actividade de Manutenção de Infra-estruturas de Telecomunicações nos Açores e no Continente.
Collab – Soluções Informáticas de Comunicação e Colaboração, SA Software company that developed OneContact, a multimedia contact centre solution over IP, which integrates all customer relationship channels. Ongoing investments in R&D have been widely acknowledged operates.
Globaleda – Telecomunicações e Sistemas de Informação, SA
Company dedicated to the innovative development of information technologies in the Azores. It manages a network of its own outlets covering the main Azorean islands, is the third largest Vodafone agent in Portugal, and performs maintenance activities for telecommunications infrastructures in the Azores and mainland Portugal.
O FCR Novabase Capital Inovação e Internacionalização, constituído em Outubro de 2011 com um total de 11,36 M¤, tem duas dotações autónomas. A primeira dedicada à Região de Lisboa e a projectos na fase Early Stage, tem uma dotação de 1,26 M¤, sendo 0,5 M¤ comparticipados pelo POR Lisboa. A segunda dotação de 10,1 M¤ destina-se às Regiões Norte, Centro e Alentejo, para projectos de inovação, modernização e internacionalização de PMEs de base tecnológica, sendo comparticipada em 5 M¤ pelo Programa COMPETE.
O portfolio do FCR Novabase Capital Inovação e Internacionalização em 2011 incluía as seguintes participadas:
Empresa dedicada ao desenvolvimento de soluções para processamento de grandes volumes de dados em tempo real, sendo o primeiro spin-off do programa Carnegie Mellon University - Portugal, no qual a Novabase participa como parceiro de referência e co-financiador.
The Novabase Capital Inovação e Internacionalização venture capital fund, established in October 2011 with a total of ¤11.36 million, has two separate provisions. The first is dedicated to early stage-projects in the Lisbon region, with a provision of ¤1.26 million, with a ¤5.0 million contribution from the POR Lisboa program. The second provision of ¤10.1 million is aimed at financing projects for the innovation, modernization and internationalization of technologybased SMEs in the Northern, Central and Alentejo regions, with a ¤5.0 million contribution from the COMPETE program.
In 2011, the Novabase Capital Inovação e Internacionalização venture capital fund's portfolio included the following affiliates:
Company specializing in solutions for processing large volumes of data of the Carnegie Mellon University Portugal program, in which Novabase is involved as a key partner and cofinancer.
Empresa de desenvolvimento de soluções de software de energia inteligente, nomeadamente nas áreas de Metering, Distribution e Networking, com vocação nacional e internacional.
O último Fundo, FCR IStart I, constituído em Dezembro de 2011 e gerido pela Espírito Santo Ventures, possui um capital total de 5 M¤ e visa apoiar a criação de provas de conceito e de protótipos, bem como o desenvolvimento de propriedade intelectual ou de modelos de negócio, tendo uma dotação para a Região de Lisboa de 2,522 M¤, comparticipada em 1,008 M¤ pelo POR Lisboa, e uma dotação de 2,5 M¤ para as Regiões Norte, Centro e Alentejo, comparticipada pelo Programa COMPETE. A participação da Novabase Capital neste FCR é de 0,3 M¤.
Company specializing in intelligent energy software solutions in the areas of metering, distribution and networking, both domestically and internationally.
The last fund, FCR IStart I, established in December 2011 and managed by Espírito Santo Ventures, has a total of ¤5 million in capital for creating proofs-of-concept and prototypes and developing intellectual property and business models. It has a provision of ¤2.522 million for the Lisbon region, with a ¤1.008 million contribution from POR Lisboa, and a provision of ¤2.5 million for the Northern, Central and Alentejo regions, with a contribution from the COMPETE program. Novabase Capital has a contribution of ¤0.3 million in this venture capital fund.
Os FCR Novabase Capital Inovação e Internacionalização e FCR IStart I são apoiados pelos Programas COMPETE e POR Lisboa, estando integrados no QREN e com co-financiamento da União Europeia via FEDER.
Em 2011, a Novabase Capital registou um volume de negócios de 1,2 M¤ com uma margem EBITDA de -100,4%. The Novabase Capital Inovação e Internacionalização and FCR IStart I venture capital funds are supported by the COMPETE and POR Lisboa programs, and are included in the National Strategic Reference Framework (QREN) with co-funding from the European Union via the ERDF.
In 2011, Novabase Capital's turnover was ¤1.2 million with an EBITDA margin of -100.4%.
com o apoio:
Iniciámos um novo caminho com uma nova visão: tornar a vida das pessoas e das empresas mais simples e mais feliz, longe ou perto. Será que cumprimos?
We began a new path and a new vision: to make life simpler and happier for people and businesses, whether near or far. Were we successful?
Uma vez mais, monitorizámos toda a nossa actividade, inquirindo 1130 projectos e 764 entrevistados. E fizemo-lo, tal como em Portugal, também à escala global, para os projectos que desenvolvemos em 37 países e 9 fusos horários. O nosso objectivo: superar geografias, fazer no mundo como fazemos aqui.
Once more, we analyzed our entire activity, investigating 1130 projects and totalling 764 interviewees. We did this in Portugal and abroad with the projects we developed internationally in 37 countries and 9 different time zones. Our goal: to overcome geography, to do worldwide as we do here.
A Novabase acrescentou mais valor ao seu negócio do que inicialmente previsto? Did Novabase add more value to your business than initially expected?
70%
83%
O desempenho atingiu completamente ou superou as expectativas? Did our performance fully meet or exceed expectations?
Em cada projecto, pedimos aos nossos clientes que nos comparassem com a concorrência. Inquirimos sobre as várias fases do serviço (proposta, gestão/implementação e manutenção), as características dos colaboradores Novabase e a relação qualidade/preço. Obtivemos mais de onze mil respostas, distribuídas da seguinte forma:
In each project, we asked our customers to compare us with our competitors. We inquired about various service phases (proposal, management/deployment and maintenance), the nature of Novabase employees and the quality/price ratio. We obtained more than 11,000 responses with the following breakdown:
Acima da média Above average
Entre os melhores Among the best
2011 23 Um Net Promoter Score de 23 pontos é sinónimo da conquista que mais ambicionamos: de clientes a promotores.
A Net Promoter Score of 23 points is synonymous with achieving the goal we most wanted to reach: from customers to promoters.
O Net Promoter Score é uma métrica internacional de fidelização de clientes. À pergunta: "Recomendaria os serviços da Novabase a um amigo ou colega?", numa escala de 0 a 10, promotores são os que respondem 9 ou 10; detractores os que respondem de 0 a 6; e passivos os que escolhem 7 e 8. O resultado decorre da subtracção: % de Promotores menos a % de Detractores.
The Net Promoter Score is an international measurement of customer loyalty. To the question: "Would you recommend Novabase's services to a friend or colleague?", on a scale of 0 to 10, Promoters are those who answer 9 or 10; Detractors are those who answer 0 to 6; and Passives those who choose 7 and 8. The result is obtained by subtracting: the percentage of Detractors from the percentage of Promoters.
91,2% disseram Sim said Yes
O trabalho da Novabase contribuiu para facilitar/simplificar a actividade da organização? Has Novabase's work helped facilitate/simplify the organization's activity?
Pela primeira vez, pudemos verificar se estamos a cumprir a visão da marca. E a resposta orgulha-nos, quer pela confirmação do benefício, quer pela expressão da percentagem.
For the first time, we were able to determine whether we are fulfilling our brand's vision. And we are proud of the answer, for the confirmation and the percentage we reached.
Para a Novabase o desenvolvimento sustentável, a ética e a responsabilidade social não são uma questão de declaração de intenções. Acreditamos que as empresas podem fazer a diferença ao assumir a sustentabilidade e responsabilidade social corporativa como partilha de valor, tornando a sociedade mais saudável e as empresas mais competitivas.
2011 foi um ano de desafios e de mudança na Novabase, com a consolidação da visão e dos nossos valores. Diversificámos as geografias em que trabalhámos, aumentando o peso do negócio fora de Portugal.
O que nos guia? A nossa visão: tornar a vida das pessoas e das empresas mais simples e mais feliz. É o que inspira e guia a Novabase. Para nós, é para isso que a tecnologia tem que servir.
Na nossa visão, unimos desenho de solução e implementação, promovemos uma cultura de alegria e entrega total, crescemos em redes de conhecimento e competências.
For Novabase, sustainable development, ethics and social responsibility are not just a statement of intention. We believe that companies can make a difference when they incorporate sustainability and corporate social responsibility into their values, making society healthier and companies more competitive.
2011 was a year of challenge and change at Novabase, with the affirmation of our new vision and values. We diversified the countries we do business in, increasing the weight of international business.
What guides us? Our vision: to make life simpler and happier for people and businesses. This is what inspires and guides Novabase. For us, this is what technology is for.
In our vision, we combine solution design with implementation, promoting a culture of happiness and total commitment, turning customers into partners, projects into causes, growing in networks of knowledge and Na nossa visão, os que nos rodeiam são parceiros e os nossos projetos, causas. Ouvimos, damos, ligamos, crescemos numa rede global de talentos. Onde chegamos, desenvolvemos; onde estivermos, tornamos mais simples e mais feliz.
Em que acreditamos? Nos nossos valores. Ditos na 1ª pessoa, 4 caminhos do eu ao nós:
Eu dou, compromisso de empenho, dedicação, integridade e alegria.
Eu ouço, disponibilidade para ouvir e aprender, para a atenção e para o outro.
Eu ligo, capacidade de ligar tudo e a tudo, de unir talentos, de cruzar olhares, de sentir diferentes papéis e perspectivas.
Eu cresço, vontade de crescer e fazer crescer, de chegar e superar, de entregar resultados que surpreendem.
skills. Wherever we go, we develop; wherever we are, we make things simpler and happier.
What do we believe in? In our values. Stated in the 1st person, four paths from "I" to "us":
I give, a promise to commitment, dedication, integrity and happiness.
I listen, a willingness to listen to others, with attention, and to learn.
I connect, an ability to connect everything with anything, to join talents, to cross viewpoints, to feel different roles and perspectives.
I grow, a desire to grow and make grow, to meet and exceed, and to deliver astonishing results.
O nosso código de conduta, formalizado em 2011, é a afirmação dos nossos valores e dos nossos princípios. Tornado ação no que decidimos e fazemos, nas situações que vivemos, no encontro com os outros, no confronto com nós próprios. Reflecte o que somos, na nossa totalidade, no que pomos nos nossos actos. Como Pessoas, Profissionais, Cidadãos, Indivíduos. Como Novabase.
Sabemos que os nossos actos contam, e queremos ser solução. Porque fazemos parte do mundo, onde estamos, com quem estamos. Conscientes de direitos e deveres. Criamos emprego, saber e riqueza que partilhamos com as pessoas, a sociedade, o futuro. Sendo cumpridores, justos e solidários. Olhando aos meios tanto quanto aos números. Avaliando decisões e actos nas suas consequências, para os outros, para o ambiente, para além de nós, para além do nosso tempo.
Our code of conduct defined in 2011 is founded in the affirmation of our values and our principles transformed into action. Into what we decide and do, the situations we experience, how we interact with others and how we face ourselves. As people, professionals, citizens, individuals, as Novabase.
Because we are part of the world, where we are, with whom we are with. We are aware of rights and duties. We create jobs, share knowledge and wealth, returning it to people, society and to the future. We meet our commitments, we are fair and we care. We look at the means and the numbers. We analyze decisions and execution in terms of their consequences, knowing that their impact is felt beyond us and beyond our time.They are felt by others, everyone and the environment.
Para criar futuro. Sabemos que o sucesso da nossa visão depende da nossa capacidade para inovar, para criar soluções novas, diferentes. Investigamos, desenvolvemos e criamos valor. Para os clientes e parceiros, para os acionistas e investidores, para as nossas pessoas, para a sociedade. Em 2011 investimos 7,8 milhões de euros em Investigação e Desenvolvimento.
Criamos emprego e desenvolvemos conhecimento. Com o objectivo de reforçar a aposta na criação de emprego altamente qualificado e diferenciado, a Novabase contratou em cinco anos 436 recém-licenciados e mestres, através do programa Novabase Academy. Este programa de recrutamento, com várias edições anuais desde 2006, proporciona o ingresso de jovens no mercado de trabalho, tendo como principal objectivo a integração na vida empresarial de jovens oriundos de áreas académicas diversificadas.
Apostamos continuamente no desenvolvimento dos colaboradores, quer na vertente tecnológica, com vista à certificação nas mais variadas tecnologias e soluções, quer numa vertente de competências comportamentais e de soft-skills, através do programa de formação novabasecampus.
To create a future. We know that the success of our vision depends on our capacity to innovate and create new and different solutions. We research, develop and create value. For customers and partners, shareholders and investors, for our people, for society. In 2011 we invested 7.8 M¤ in Research & Development.
We create jobs and develop knowledge. To strengthen its commitment to creating highly qualified and differentiated jobs, Novabase has hired 436 university graduates in five years through its Novabase Academy program. This recruitment program, with annual editions since 2006, introduces young employees to the workplace, with the main goal of introducing university graduates in different areas (such as engineering, management and economics) to the business world.
Novabase is also committed to developing its employees both in terms of technology, certifying its employees in an array of technologies and solutions, in transversal and softskills, through the novabasecampus program.
Apoiamos a realização de mestrados pelos nossos colaboradores em diversas áreas, com destaque para os Mestrados em Engenharia de Software e Human Computer Interaction, leccionados em parceria pela Carnegie Mellon University (EUA) e por universidades portuguesas, através do programa de atribuição de bolsas Novabase/CMU.
Contribuímos para a aprendizagem de crianças de zonas menos favorecidas em Portugal. Numa parceria com a Escola Americana de Lisboa, a CAISL – Carlucci American International School of Lisbon, o apoio da Câmara Municipal de Sintra e do Ministério da Educação, desenvolvemos, nos últimos seis anos, cursos de verão em inglês e tecnologias de informação para alunos de escolas públicas do concelho de Sintra. Graças a esta ação, crianças com idades entre os 9 e os 10 anos têm contacto com uma forma diferente de ensino, em áreas fundamentais para o seu desenvolvimento. Chegámos a cerca de 120 crianças em 2011, face a 90 no ano anterior. Queremos dar um impulso fundamental na vida e futuro de muitos destes jovens.
We also sponsor master's degrees in various areas, including the noteworthy Master of Software Engineering degree, taught jointly through Carnegie Mellon University (USA) and the University of Coimbra's School of Science and Technology, through the Novabase CMU/MSE scholarships.
We help children from underprivileged regions in Portugal to learn. In partnership with CAISL – Carlucci American International School of Lisbon and with the support of Sintra City Council and the Ministry of Education, over the last six years, Novabase has offered summer courses in English and information technology for young public school students from underprivileged areas of the municipality of Sintra. Thanks to this initiative, these students, aged 9 to 10 years, have been exposed to a new learning approach in areas that are essential to their future academic performance. We were able to reach some 120 children in 2011, compared to 90 in the previous year. We want to be the driving force in the life and future of many of these children.
Como empresa cotada desde Julho de 2000, a Novabase funciona de acordo com um modelo de governo em permanente evolução, que optimiza o seu desempenho e com o objectivo de beneficiar todos os stakeholders, nomeadamente os acionistas, clientes, parceiros e os colaboradores.
A Novabase mantém uma comunicação permanente com os seus stakeholders, quer na área de Investor Relations, quer na comunicação interna e externa, com rigor e transparência.
Consultamos os clientes sobre o nosso desempenho, sobre a qualidade do que entregamos, para aferir a sua satisfação e melhorar continuamente. Consultamos as equipas de projeto sobre motivação e satisfação. Consultamos todos os colaboradores sobre o desempenho das áreas funcionais, em temas como as condições de trabalho, a gestão de talento ou os sistemas de informação.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantly-evolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders, namely shareholders, investors, customers, partners and employees.
Novabase has remained in constant contact with its stakeholders, whether through investor relations, whether with its internal and external communication policy, with rigor and transparency.
We asked our customers about our projects, about the quality of our work. We consulted our employees about the performance of support areas, such as management of people and talent, infrastructures, working conditions and information systems. We consulted the teams regarding motivation, growth and satisfaction.
Tornamos a vida dos nossos clientes mais simples e mais feliz. Contribuímos para a concretização das metas sustentáveis dos nossos clientes, implementando soluções que melhoram a eficiência e desmaterializam processos ou optimizam a utilização de recursos.
No desenvolvimento destas soluções controlamos os riscos para o negócio, para o ambiente e para a saúde e bem-estar das pessoas. Para fazermos bem, adoptamos as boas práticas de mercado e implementámos sistemas de gestão da qualidade, ambiente e saúde e segurança no trabalho de acordo com normas reconhecidas internacionalmente. Porque acreditamos que a perspectiva das entidades certificadoras nos desafia e potencia a melhoria contínua, certificámos estes sistemas de acordo com as respectivas normas: NP EN ISO 9001 – desde 1994; NP EN ISO 14001 – em 2011; OHSAS 18001/NP 4397 – em 2011.
Em 2010 a Novabase associou-se ao BCSD Portugal, Conselho Empresarial para o Desenvolvimento Sustentável, associado do WBCSD – World Business Council for Sustainable Development. Esta organização tem como missão incentivar a liderança empresarial em Portugal a actuar como catalisadora da mudança rumo ao Desenvolvimento
We make life simpler and happier for our customers. More efficient. In 2011, through our solutions we were involved in improving the efficiency of our customers' processes, in the computerization of their processes, optimizing their costs and resources, and helping them achieve their sustainable targets.
And we do this with quality. This is the only way we can guarantee the satisfaction of our customers and partners, contributing to their success and building relationships of partnership and trust. Serious and long-lasting. We control risk for business, the environment and the health of the people who work with us. For the sake of quality, we have implemented quality management systems for occupational health, safety and environment, in accordance with internationally recognized standards. Because we believe that external recognition improves credibility, we have certified these systems in accordance with the respective standards (NP EN ISO 9001 – since 1994; NP EN ISO 14001 – in 2011; OHSAS 18001/NP 4397 – in 2011).
In 2010 Novabase teamed up with BCSD Portugal – Business Council for Sustainable Development Portugal, associated with WBCSD – World Business Council for Sustainable Development, whose mission it is to encourage corporate leaders in Portugal to act as catalysts for change Sustentável e promover nas empresas a eco-eficiência, a inovação e a responsabilidade social.
O crescimento da Novabase tem sido orientado pela criação sustentável de valor. Medimos para gerir as vertentes económicas, ambientais e sociais do nosso negócio.
and sustainable development, and promote eco-efficiency, innovation and social responsibility in businesses.
Novabase's growth has been guided by sustainable value generation. We measure, manage and address the economical, environmental and social aspects of our business.
| VN Turnover |
229,6 M€ |
|---|---|
| EBITDA EBITDA |
14,2 M€ |
| Resultado líquido accionistas Atributtable Net Profit |
2,7 M€ |
| Taxa de crescimento do VN Turnover growth rate |
-2,8% |
| Taxa de crescimento do VN internacional Internactional turnover growth rate |
30,5% |
| Taxa de crescimento do EBITDA EBITDA growth rate |
-35,7% |
| Taxa de crescimento do resultado líquido accionistas Atributtable Net Profit growth rate |
-79,7% |
| Crescimento do "net cash" Net cash growth |
-6,5 M€ |
| Return on Equity Return on Equity |
2,9% |
| Return on Assets Return on Assets |
2,2% |
| CLIENTES CUSTOMER Satisfação NPS 23 Satisfaction NPS COLABORADORES STAFF Formação Programa Novabase Academy 2 academias 62 participantes Training Novabase Academy Program 2 academies 62 participants Programa 33 ações 1.740 participantes Novabasecampus 22.006 horas Novabasecampus 33 initiatives 1,740 participants Program 22,006 hours Bolsas Novabase/CMU 8 mestrandos Novabase/CMU scholarships 8 master's degree students Satisfação Satisfação Nível médio de satisfação: 7 Satisfaction Novabase Serviços (escala de 1 a 10) Taxa de participação: 72% Novabase Serviços Average satisfaction level 7 (scale of 1 to 10) Satisfaction Participation rate: 72% Saúde Acidentes de trabalho 23 acidentes; 14 dos quais in itinere (61%) e Segurança Accidents in 23 accidents; 14 of which no Trabalho the workplace commuting accidents (61%) Occupational Health Formação e sensibilização 1.120 participantes 2.259 horas and Safety Training and awareness 1,120 participants 2,259 hours |
|---|
| SOCIAL SOCIAL |
| Formação Escolas de Verão 120 crianças Training Summer Schools 120 children |
| AMBIENTE1 ENVIRONMENT |
| Energia Consumo de eletricidade 133 kWh/mês/utilizador Energy Power consumption 133 kWh/month/user |
| Consumo energia térmica 119 kWh/mês/utilizador Thermal energy consumption 119 kWh/month/user |
| Água Consumo de água 0,62 m3/mês/utilizador |
| Water Water consumption 0.62 m3/month/user |
| Combustível Consumo gasóleo e gasolina 76 l/mês/viatura Fuel Diesel and gasoline consumption 76 L/month/vehicle |
| Resíduos Reciclagem de cartão e papel 40 l/mês/utilizador Waste Recycling of cardboard and paper 40 L/month/user |
| Reciclagem de plástico 7 l/mês/utilizador 7 L/month/user Recycling of plastic |
| Reciclagem de vidro 160 g/mês/utilizador Recycling of glass 160 g/month/user |
| Emissões Emissão de gases com efeito 492.039 kg CO2e Emissions de estufa Greenhouse gas emissions 492,039 kg CO2e |
Valores relativos às instalações da sede, no Parque das Nações, em Lisboa
Amounts related to head office facilities in Parque das Nações in Lisbon.
Net Promoter Score (mais informação no capítulo 6) Net Promoter Score (more information in chapter 6)
Programa anual de recrutamento e formação de jovens recém-licenciados e mestres. Annual recruitment and training program for new university and master's degree graduates
Programa de formação na Cultura e Valores Corporativos, em Gestão e Desenvolvimento Organizacional, em Formação Comportamental e em Boas Práticas de Delivery. Training Program in Corporate Culture and Values, Organizational Development and Management, Behavioural Training and Good Delivery Practices
Programa de atribuição de bolsas para os mestrados do programa CMU|Portugal. Scholarship program for master's degrees in the CMU|Portugal program
Inquérito anual aos colaboradores para avaliar o nível de satisfação com os serviços prestados internamente tais como: formação; suporte informático; apoio jurídico; ou instalações.
Annual survey of staff to assess the level of satisfaction with the services rendered internally, such as: training, IT support, legal advisory or installations.
Acidentes de trabalho e in itinere (no percurso habitual entre o domicílio e o local trabalho). Accidents in the workplace and during commuting (while regularly travelling between home and the workplace)
Formação e sensibilização em matérias de higiene, segurança e saúde no trabalho. Training and awareness in occupational hygiene, safety and health
Cursos de Verão para jovens alunos de escolas públicas do 1º ciclo. Summer courses for young public school students from grades 1 to 4
Média mensal do consumo de energia eléctrica por utilizador. Average monthly electrical energy consumption per user
Média mensal do consumo de energia térmica (aquecimento e arrefecimento) por utilizador. Average monthly thermal energy (heating and cooling) consumption per user
Média mensal do consumo de água da rede por utilizador. Average monthly consumption of public water supply per user
Média mensal do consumo de combustível das viaturas da frota por viatura. Average monthly consumption of fuel by fleet vehicles per vehicle
Média mensal de resíduos encaminhados para reciclagem, por utilizador. Average monthly amount of waste sent to be recycled per user
Emissão de CO2e respeitante ao consumo de eletricidade, de energia térmica,
de combustível da frota e do gerador.
CO2e emissions and from consumption of electricity, thermal energy, and fuel from vehicle fleets and generators
A Novabase, Sociedade Gestora de Participações Sociais, S.A. (adiante designada por Novabase ou Empresa) optou por divulgar em separado, um Anexo ao Relatório anual de gestão, relativo ao Governo de Sociedade, em conformidade com o artigo 245.º - A do Código dos Valores Mobiliários e de harmonia com o disposto no Regulamento da CMVM N.º 01/2010 sobre o Governo das Sociedades Cotadas, seguindo, na sua estrutura, o esquema preconizado no Anexo I ao Regulamento CMVM anteriormente citado.
No presente relatório a Novabase indica quais as recomendações adoptadas e não adoptadas constantes do Código de Governo das Sociedades da CMVM 2010 (Recomendações) publicado em Janeiro de 2010 ("Código de Governo das Sociedades").
Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter called "Novabase" or "company") has chosen to publish a separate annex to its annual report on the topic of corporate governance, in compliance with Article 245/A of the Securities Code and in accordance with the provisions of CMVM Regulation no. 01/2010 on the Governance of Listed Companies, organized according to the scheme outlined in Annex I to this CMVM regulation.
In this report, Novabase indicates which recommendations have been adopted and not adopted from the CMVM 2010 Corporate Governance Code ("Recommendations"), published in January 2010 ("Corporate Governance Code").
Este anexo, que faz parte integrante do Relatório anual de gestão de 2011 da Novabase, contém informação que respeita as exigências do artigo 7º do Código dos Valores Mobiliáriose inclui remissões para outros anexos ao referido Relatório anual de gestão.
A Novabase é uma empresa cotada desde Julho de 2000, que funciona de acordo com um modelo de governo, em permanente evolução, cujo objectivo é o de procurar contribuir para a optimização do seu desempenho e favorecer todos os stakeholders - entidades cujos interesses estão envolvidos na actividade societária, nomeadamente os Accionistas e Investidores, os Clientes e Parceiros, e os Colaboradores.
This annex, which is an integral part of Novabase's 2011 annual report, contains information complying with the requirements of Article 7 of the Securities Code and references to other annexes.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantly-evolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders – those interested in its corporate activities, namely shareholders, investors, customers, partners and employees.
Face à evolução das boas práticas do Governo das Sociedades em conformidade com as regras e recomendações emitidas pela CMVM e tendo em conta a experiência da Novabase desde a sua admissão à negociação no Mercado Regulamentado da Euronext Lisbon, foi aprovada pelos Accionistas, na Assembleia Geral de 12 de Abril de 2007, a adopção do modelo de governo anglo-saxónico que integra o Conselho de Administração, o qual compreende uma Comissão de Auditoria e um revisor oficial de contas (ROC). Por outro lado, na sequência da Assembleia Geral de 28 de Abril de 2009, foram constituídas no seio do Conselho de Administração duas comissões especializadas: uma Comissão de Avaliação da Actividade do Conselho de Administração e uma Comissão de Avaliação do Governo Societário. A Novabase analisa de forma contínua a implementação deste modelo por formar a conseguir aperfeiçoar a evolução das suas práticas de governo.
In light of trends in best corporate governance practices in accordance with rules and recommendations issued by the CMVM, and taking into account Novabase's experiences since its admission to trading on the Euronext Lisbon regulated market, shareholders at the General Meeting of Shareholders of 12 April 2007 approved an Anglo-Saxon corporate governance model that includes a Board of Directors with an Auditing Committee and a statutory auditor. Moreover, following the General Meeting of Shareholders of 28 April 2009, two specialized committees were established within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee. In order to improve its governance practices, Novabase constantly analyses the implementation of this model.
A este respeito, importa salientar que a AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado e a Universidade Católica Portuguesa apresentaram em 2011 um estudo sobre o grau de observância das recomendações vigentes relativas ao governo das sociedades em Portugal, ponderadas em função da sua afinidade com diversos benchmarks internacionais, podendo computar valores totais no intervalo 5.000 a 10.000 (acolhimento completo das recomendações consideradas relevantes) e atribuindo classificações desde a notação de D (rating mínimo) até à notação de AAA (rating máximo).
A Novabase obteve em 2011 um rating de AA, correspondendo-lhe uma pontuação de 9.517,876.
To this respect, i tis noteworthy that AEM – Associação de Empresas Emitentes de Valores Cotados em mercado – and Universidade Católica Portuguesa have presented in 2011 a study on the degree of compliance of the rules and recommendations on corporate governance in Portugal, attributed according to differente international benchmarks, with values between 5.000 and 10.000 (full compliance with recommendations considered as relevant) and with ratings from D (minimum) to AAA (maximum).
Novabase has obtained in 2011 a AA rating, corresponding to a score of 9,517.876.
O volume de negócios da Novabase, em 2011, atingiu os 229,6 M¤ (milhões de euros), valor que corresponde a um decréscimo de 2,8% face aos 236,3 M¤ registados em 2010, em grande medida devido à contracção em Portugal na componente de produto.
Novabase's turnover in 2011 was 229.6 M¤ (million euros), a decrease of 2.8% compared to 236.3 M¤ in 2010, in great deal due to the contraction of business in Portugal in the product component.
VOLUME DE NEGÓCIOS TURNOVER
Por sua vez, o negócio internacional cresceu 30,5% em 2011, reflectindo a aposta nos mercados fora de Portugal. Do volume de negócios total, 19,9% são gerados fora de Portugal, ou seja 45,6 M¤, que comparam com os 34,9 M¤ registados em 2010.
O negócio fora de Portugal gerado na Business Solutions cresceu para 16,1% da respectiva facturação (14,5% em 2010). Igualmente, na IMS, a componente internacional subiu para 26,4% (16,2% em 2010) e na Digital TV aumentou para 16,2% (8,9% em 2010).
Do volume de negócios total gerado em 2011, a prestação de serviços representa 57,8%, o que compara com 56,0% em 2010, em linha com o foco estratégico da Novabase de conferir maior valor acrescentado às suas ofertas.
On the other hand, international business grew 30.5% in 2011, reflecting a strong focus on markets outside Portugal. 19.9% of Novabase's total turnover, 45.6 M¤, are originated from outside Portugal, compared to 34.9 M¤ in 2010. Business Solutions business originating from outside Portugal increased to 16.1% of its sales (14.5% in 2010). Likewise, at IMS, international business grew to 26.4% of its sales (16.2% in 2010) and in Digital TV increased to 16.2% (8.9% in 2010).
Of the total turnover generated in 2011, services accounted for 57.8%, compared to 56.0% in 2010, in line with Novabase's strategic focus of adding more value to its offerings.
PORTUGAL PORTUGAL ESTRANGEIRO ABROAD
O EBITDA atingiu 14,2 M¤ em 2011, o que representa um decréscimo de 35,7% face aos 22,2 M¤ obtidos em 2010, mas está dentro do intervalo do Guidance anual divulgado em Julho, de 14-17 M¤ e 6,1%-7,4% de margem (-8,1% abaixo do meio do intervalo e -0,5 pontos %).
Este valor espelha os custos de internacionalização e a pressão conjuntural que afectou negativamente os negócios IMS e DTV, e a rentabilidade das vendas.
EBITDA reached 14.2 M¤ in 2011, a decrease of 35.7% compared to 22.2 M¤ in 2010, but still within the range of the annual Guidance disclosed in July of 14-17 M¤ and 6.1%-7.4% of margin (-8.1% below the middle of the range and -0.5 percentage points).
This figure reflects the costs associated to internationalization and the intense competitive pressure which affected mainly the IMS and DTV businesses, and the profitability in product sales.
A margem EBITDA cifrou-se em 6,2%, abaixo dos 9,4% de margem obtida em 2010.
The EBITDA margin was 6.2%, below the 9.4% margin obtained in 2010.
Os Resultados Líquidos Consolidados, depois dos Interesses que não controlam e dos Resultados das operações descontinuadas, atingiram 2,7 M¤, uma redução de 79,7% face ao valor de 13,1 M¤ registado em 2010, fortemente penalizados pelos custos de reestruturação e pelos resultados financeiros.
Consolidated Net Profit, after Non-Controlling interests and Results from discontinued operations reached 2.7 M¤, a decrease of 79.7% compared to 13.1 M¤ in 2010, strongly penalized by restructuring costs and financial results.
Em 2011, os Lucros por Acção atingiram 0,09 Euros por acção, registando um decréscimo face ao valor registado em 2010, de 0,43 Euros por acção.
Earnings per Share were 0.09 euros in 2011, registering a decrease compared to the 0.43 euros in 2010.
A evolução comparativa do EBITDA para os Resultados Líquidos é a seguinte:
Trends in EBITDA to Net Profit were as follows:
2010 2011
Os Custos de reestruturação atingiram o montante de 3,5 M¤, consequência das medidas implementadas pela gestão da Novabase para a melhoria da competitividade, pela redução do custo unitário de produção.
Restructuring costs amounted to 3.5 M¤, and are the result of the measures decided by Novabase's management to improve competitiveness, by decreasing the average production cost.
As Amortizações atingiram -6,1 M¤, um aumento de 0,6 M¤ face ao valor registado em 2010 (-5,5 M¤). Os Resultados Operacionais (EBIT) atingiram os 4,6 M¤, o que reflecte um decréscimo de 72,3% face ao período homólogo (16,7 M¤).
Depreciation and amortization reached -6.1 M¤, an increase of 0.6 M¤ compared to 2010 (-5.5 M¤). Operating Profit (EBIT) was 4.6 M¤, reflecting a decrease of 72.3% compared to 2010 (16.7 M¤).
Os Resultados Financeiros foram negativos em 1,5 M¤, uma quebra de 1,1 M¤, assente fundamentalmente na diminuição dos ganhos cambiais face ao ano anterior (de -0,8 M¤), e na reavaliação do portfolio dos investimentos no segmento de Venture Capital (-0,3 M¤).
Financial Results were minus 1.5 M¤, a drop of 1.1 M¤, fundamentally based on the decline in the foreign exchange gains recorded compared to the same period of last year (of -0.8 M¤), and on re-evaluation of the portfolio of investments in the Venture Capital segment (-0.3 M¤).
Os Resultados Antes de Impostos (RAI) foram, neste período, de 3,1 M¤, registando um decréscimo de 80,9% versus os 16,3 M¤ registados em 2010. O Imposto corrente ascendeu a -3,1 M¤, enquanto o Imposto diferido activo resultou num proveito de imposto de 2,2 M¤, pelo que o Imposto sobre o Rendimento de 2011 se fixou em -0,9 M¤.
Os Interesses que não controlam atingiram -0,3 M¤ em 2011, que comparam com -0,6 M¤ em 2010. Esta evolução deve-se sobretudo aos resultados negativos da participada Collab, parcialmente compensada pela melhoria dos resultados das participadas Celfocus e NBASIT, em Angola.
Os Resultados das operações descontinuadas ascenderam a um ganho de 0,7 M¤. Este valor inclui um efeito positivo pela finalização do processo de encerramento da área 'Mobility Solutions', descontinuada em 2008, com valor inferior ao provisionado. Adicionalmente, reflecte um impacto negativo relacionado com o desfecho do processo de execução fiscal contra a empresa Novabase Brasil, descontinuada no decurso de 2004.
Earnings Before Taxes (EBT) in 2011 were 3.1 M¤, which reflects a decrease of 80.9% compared to 16.3 M¤ in 2010. Current taxes reached -3.1 M¤, while Deferred taxes resulted in 2.2 M¤, for a 2011 Income tax expense of -0.9 M¤.
Non-controlling interests were -0.3 M¤ in 2011, compared to -0.6 M¤ in 2010. This evolution is mainly due to the negative results of subsidiary Collab, partially offset by the improvement of the results of subsidiaries Celfocus and NBASIT, in Angola.
Results from discontinued operations reached a 0.7 M¤ profit in 2011. This figure includes a positive effect by the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned. Additionally, it reflects a negative impact related to the outcome of the tax execution procedure against the company Novabase Brasil, discontinued during 2004.
Em 2011, a Novabase apresentou um desempenho negativo a nível da geração de cash, embora sem recurso ao factoring desde o primeiro semestre de 2009. A Novabase terminou o ano de 2011 com 14,7 M¤ em net cash, que compara com 21,1 M¤ em 2010.
In 2011, Novabase had a negative performance in terms of cash generation, although without the use of factoring since the first half of 2009. Novabase ended 2011 with 14.7 M¤ in net cash compared to 21.1 M¤ in 2010.
A 6 de Junho de 2011, a Novabase remunerou os seus accionistas no valor total de 4,0 M¤ (0,13¤/acção). Adicionalmente, a 22 de Julho de 2011, foi distribuído o montante de 1,8 M¤ a Interesses que não controlam.
Os custos de reestruturação e a degradação do prazo médio de recebimentos contribuíram também para a evolução negativa do cash em 6,5 M¤ durante o ano.
On June 6th 2011, Novabase paid its shareholders a total amount of 4.0 M¤ (0.13¤ /share). Additionally, on July 22nd 2011, the amount of 1.8 M¤ was distributed to Non-controlling interests.
The restructuring costs and the degradation of the DSO (Days Sales Outstanding) indicator also contributed to the negative evolution of 6.5 M¤ in cash during the year.
O valor do investimento recorrente consolidado ascendeu, em 2011, a 3,0 M¤. Este valor, que corresponde a saída de cash do Balanço, decompõe-se em três parcelas, uma primeira parcela relativa a intangíveis em curso no valor de 1,7 M¤ referente ao desenvolvimento de projectos ainda em curso, uma segunda parcela, no valor de 0,5 M¤, relativa a licenças e software informático, e uma terceira parcela, no valor de 0,8 M¤, relativa a activos fixos tangíveis, como mobiliário e equipamento diverso. O investimento não recorrente foi positivo, no valor total de 1,2 M¤, correspondendo, por um lado, a aquisições com carácter não regular ou usual, no montante de 1,0 M¤ (correspondem a uma saída de cash), e por outro lado, a transferências, variações de perímetro e abates, no montante de 0,2 M¤ (non-cash items).
Consolidated recurring investment reached 3.0 M¤ in 2011. This amount, which corresponds to a cash writeoff, is divided into three parts: one pertaining to work in progress in the amount of 1.7 M¤ related to the development of projects that are still under construction, a second part in the amount of 0.5 M¤ related to licenses and software, and a third part in the amount of 0.8 M¤ related to other tangible assets, such as furnishings.
Non-recurring investment was positive, in the total amount of 1.2 M¤, comprised of extraordinary acquisitions of 1.0 M¤ (corresponding to cash write-offs) and transfers, changes in the consolidation perimeter and write-offs of 0.2 M¤ (non-cash items).
| INVESTIMENTO CAPITAL EXPENDITURE |
NÃO RECORRENTE NON-RECURRING |
RECORRENTE RECURRING |
TOTAL |
|---|---|---|---|
| INTANGÍVEIS EM CURSO WORK IN PROGRESS | |||
| Intangíveis em curso Work in Progress |
1.7 | 1.7 | |
| Transferência p/ Activos Intangíveis Transfer to Intangible Assets |
-0.8 | -0.8 | |
| Sub-Total (1) | -0.8 | 1.7 | 0.9 |
| ACTIVOS INTANGÍVEIS INTANGIBLE ASSETS | |||
| I&D R&D |
0.8 | -0.6 | 0.8 |
| Propriedade Industrial e Outros Direitos Industrial Property and Other Rights |
0.2 | 0.5 | 0.7 |
| Goodwill Goodwill |
0.1 | 0.1 | |
| Sub-Total (2) | 1.1 | 0.5 | 1.6 |
| ACTIVOS FIXOS TANGÍVEIS TANGIBLE ASSETS | 0.2 | ||
| Eq. Transporte / Leasing / AOV Transport Equipment / Leasing / OR |
0.2 | 0.2 | |
| Outros Activos Tangíveis Other Tangible Assets |
0.7 | 0.8 | 1.5 |
| Sub-Total (3) | 0.9 | 0.8 | 1.7 |
| Total | 1.2 | 3.0 | 4.2 |
Em 2011, a Novabase realizou uma reestruturação com o duplo objectivo de melhorar a competitividade doméstica, principalmente ao nível dos custos, e de reforçar os meios, sobretudo os humanos, para a continuação do crescimento internacional.
A Novabase teve em média, em 2011, 2109 colaboradores, o que representa um acréscimo de 5,3% face a 2010 (2003).
A distribuição de colaboradores pelas várias áreas da Novabase é a que se mostra na figura seguinte:
In 2011, Novabase conducted a restructuring process with the double objective of improving its domestic competitiveness, mainly in terms of costs, and reinforcing the means, especially human resources, to continue the international growth.
Novabase had an average of 2,109 employees in 2011, an increase of 5.3% compared to 2,003 in 2010.
The following table shows the breakdown of employees among Novabase's various business areas:
Este crescimento no número médio de colaboradores não reflecte ainda a redução de efectivos, ocorrida fundamentalmente no último trimestre do ano.
This increase in the average number of employees does not yet reflect the reduction of personnel occurred mainly in the last quarter of the year.
O ano de 2011 foi marcado por um acentuado agravamento do contexto macroeconómico, que originou uma degradação do desempenho operacional da empresa. Neste contexto, a Novabase redefiniu a sua estrutura com o objectivo de melhorar a competitividade das operações, ficando mais adaptada às novas condições do mercado.
Foi também implementado um novo modelo de ofertas, mais diferenciado e próximo das necessidades dos clientes. A Novabase tem a sua actividade estruturada em função de seis sectores (Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation e Manufacturing & Services) e agregada em quatro áreas de negócio (Business Solutions - BS, Infrastructures & Managed Services - IMS, Digital TV - DTV - e Venture Capital - VC).
A Business Solutions passou a incluir o negócio da Novabase Consulting e das áreas de Ticketing e de Managed Services (vertente aplicacional do outsourcing) anteriormente consideradas na Novabase IMS. O quadro abaixo mostra o volume de negócios e o EBITDA referentes a 2009 e a 2010 incluídos na Novabase IMS, e que transitaram em 2011 para o perímetro da Business Solutions:
The year 2011 was marked by a dramatic worsening of the macroeconomic environment, which led to a degradation of the operating performance of the company. In this context, Novabase redefined its structure with the aim of improving the competitiveness of operations, being more adapted to new market conditions.
A new offer model was also implemented, which is more differentiated and closer to the needs of the customers. Novabase's activity is structured around six industries (Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation and Manufacturing & Services) and aggregated into four business areas (Business Solutions - BS, Infrastructures & Managed Services - IMS, Digital TV - DTV- and Venture Capital - VC).
Business Solutions now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS. The table below shows the Turnover and EBITDA for 2009 and 2010 included in Novabase IMS, which moved to the perimeter of Business Solutions in 2011:
| TICKETING & MANAGED SERVICES TICKETING & MANAGED SERVICES |
2009 | 2010 |
|---|---|---|
| VOLUME DE NEGÓCIOS (M¤) TURNOVER (M¤) | 9.009 | 8.198 |
| EBITDA (M¤) EBITDA (M¤) | 1.447 | 0.896 |
A actividade da empresa em 2011 foi também marcada pela concretização de algumas parcerias estratégicas e entrada em novos negócios. De destacar, a parceria que a Novabase estabeleceu com a Microsoft, no âmbito da qual as duas empresas vão passar a disponibilizar uma oferta conjunta de soluções de produtividade para grandes empresas, num modelo de cloud computing. Igualmente, a Novabase assinou uma parceria com a FICO (multinacional americana de tecnologia de suporte à decisão e análise preditiva de informação) para o fornecimento de soluções de topo para suporte à decisão em Portugal. No último trimestre de 2011, a Novabase estabeleceu uma parceria com a empresa alemã Softpro, reforçando o leque de soluções na área da assinatura electrónica nos processos de negócio.
No que se refere a novos negócios, a Novabase reforçou a aposta no sector Aeroespacial com a aquisição da totalidade do capital da Evolvespace Solutions, cuja maioria da actividade é internacional, em países como a Alemanha, Reino Unido, França e Itália.
Na área de Venture Capital, foi decidido proceder à constituição do novo Fundo de Capital de Risco Novabase Capital Inovação e Internacionalização, com um capital total de 11,36 M¤. O mesmo é constituído de duas dotações
The company's activity in 2011 was also marked by new strategic partnerships and entry on new businesses. Noteworthy is the partnership that Novabase established with Microsoft, under which the two companies will now deliver a joint offering of productivity solutions for large enterprises, in a cloud computing model. Also, Novabase signed a partnership with FICO (American multinational company specialising in decision support and predictive information analysis technology) to provide top solutions for decision support in Portugal. In the last quarter of 2011, Novabase closed a partnership with the German company Softpro, reinforcing Novabase's range of solutions in the area of electronic signatures in business processes. With regard to new businesses, Novabase strengthened its focus on the Aerospace industry with the acquisition of 100% stake in Evolvespace Solutions, which majority of business is international in countries such as Germany, UK, France and Italy.
In the Venture Capital area, it was decided to establish a new venture capital fund 'Novabase Capital Inovação e Internacionalização', up to a total capital of 11.36 M¤. The referred fund has two specific provisions, with
autónomas apoiadas pelos Programas COMPETE em 5,0 M¤ e POR Lisboa (focada na fase Early Stage) em 0,5 M¤. Este fundo já realizou os seus primeiros investimentos nas sociedades FeedZai, empresa dedicada ao desenvolvimento de soluções para processamento de grandes volumes de dados em tempo real, e PowerGrid, empresa focada no desenvolvimento de uma plataforma aplicacional para SmartGrids.
Adicionalmente, foi realizada uma participação no Fundo de Capital de Risco IStart I, até ao máximo de 0,3 M¤. O Fundo, gerido pela Espírito Santo Ventures, tem um capital total de 5,02 M¤, sendo comparticipado em 1,25 M¤ pelo Programa COMPETE e em 1,008 M¤ pelo POR Lisboa. Estas duas iniciativas estão integradas no QREN e beneficiam de cofinanciamento da União Europeia via FEDER.
2011 foi também um ano de reconhecimento da Novabase pela sua actividade em diversas tecnologias e serviços. De realçar, a nomeação recebida como Partner of the Year pela Microsoft a nível mundial, pela sua excelência em inovação, os prémios atribuídos pela Cisco nas áreas de Datacenter, Video e Avant Garde, e a distinção como Industry Partner of the Year pela Oracle, no âmbito dos Oracle Excellence Awards.
a contribution from the COMPETE Program of 5.0 M¤ and the POR Lisboa Program (focused on the Early Stage phase) of 0.5 M¤. This fund has already made its first investments in the companies FeedZai, dedicated to developing solutions for processing large volumes of data in real time, and PowerGrid, a company focused on developing an application platform for SmartGrids.
Additionally, a stake in Venture Capital Fund Istart I was taken, up to a maximum of 0.3 M¤. The Fund, managed by Espírito Santo Ventures, has a total capital of 5.02 M¤, being co-financed in 1.25 M¤ from the COMPETE Program and 1.008 M¤ from the POR LISBOA Program. These two initiatives are integrated in the NSRF and are co-financed by the European Union via the ERDF.
2011 was also a year of recognition for Novabase by its activity in various technologies and services. To be noted, the worldwide acknowledgment as Partner of the Year by Microsoft, for excellence in innovation, the awards by Cisco in the Datacenter, Video and Avant Garde areas, and the distinction as Industry Partner of the Year by Oracle, under the Oracle Excellence Awards.
A decomposição percentual do volume de negócios e do EBITDA pelos diferentes negócios, em 2011, é a seguinte:
The percent breakdown of turnover and EBITDA, by business area, was as follows in 2011:
VOLUME DE NEGÓCIOS 2011 TURNOVER 2011
A Business Solutions apresentou em 2011 uma equipa de 1335 consultores e contribuiu com 39% do volume de negócios total da Novabase e com 77% do EBITDA total gerado em 2011. O volume de negócios global desta área atingiu 89,6 M¤, o que representa um crescimento de 0,9% face ao valor de 2010.
In 2011, Business Solutions had a team of 1,335 consultants, and generated 39% of Novabase's total turnover and 77% of the total EBITDA. This business area's total turnover was 89.6 M¤, an increase of 0.9% compared to 2010.
O EBITDA da Business Solutions em 2011 diminuiu 7,5% em termos homólogos (de 11,8 M¤ para 10,9 M¤), fixando-se a margem EBITDA nos 12,2% (que compara com 13,3% em 2010). Esta evolução reflecte sobretudo a pressão conjuntural nos preços.
Business Solutions EBITDA fell 7.5% in 2011 in equivalent terms (from 11.8 M¤ to 10.9 M¤), with an EBITDA margin of 12.2% (compared to 13.3% in 2010). This evolution reflects mainly the conjunctural pressure on prices.
Em 2011, a IMS dispôs de uma força laboral de 345 colaboradores e contribuiu com 37% do volume de negócios e com 32% do EBITDA total gerado pela Novabase. O volume de negócios global desta área atingiu 86,0 M¤, o que representa um decréscimo de 9,4% face ao valor de 2010.
IMS had a workforce of 345 employees in 2011, and generated 37% of Novabase's turnover and 32% of the total EBITDA.
This business area's total turnover reached 86.0 M¤, a decrease of 9.4% compared to 2010.
O EBITDA da IMS em 2011 diminuiu 41,2% em termos homólogos (de 7,8 M¤ para 4,6 M¤), fixando-se a margem EBITDA nos 5,3% (que compara com 8,2% em 2010). A evolução da IMS deve-se fundamentalmente à forte pressão nos preços na componente de produto, apesar do crescimento dos serviços (+2,5%) e das vendas internacionais (+47,1%).
The EBITDA of IMS fell 41.2% in 2011 in equivalent terms (from 7.8 M¤ to 4.6 M¤), with an EBITDA margin of 5.3% (compared to 8.2% in 2010). IMS's evolution is mainly due to the pressure on prices in the product sales component, despite the growth in services (+2.5%) and international sales (+47.1%). 80.7
A Digital TV dispôs de uma massa crítica de 283 colaboradores e contribuiu com 23% do volume de negócios e -1% do EBITDA total gerado em 2011. O volume de negócios global desta área atingiu 52,8 M¤, o que representa um crescimento de 7,1% face ao valor de 2010. Esta evolução do volume de negócios da Digital TV reflecte sobretudo o crescimento da componente internacional (+94,7%).
Digital TV had a critical mass of 283 employees, and generated 23% of Novabase's turnover and -1% of the total EBITDA.
This business area's total turnover was 52.8 M¤, an increase of 7.1% compared to 2010. This evolution in Digital TV's turnover reflects the international business growth (+94.7%).
O EBITDA da Digital TV em 2011 diminuiu 102,8% em termos homólogos (de 2,2 M¤ para -0,1 M¤), fixando-se a margem EBITDA nos -0,1% (que compara com 4,4% em 2010). O EBITDA desta área foi penalizado pela pressão nos preços na componente de vendas, e por uma provisão não recorrente para cliente em situação de protecção de credores no valor de 1,3 M¤.
EBITDA DTV EBITDA DTV The EBITDA of Digital TV fell 102.8% in 2011 in equivalent terms (from 2.2 M¤ to -0.1 M¤), with an EBITDA margin of -0.1% (compared to 4.4% in 2010). This area's EBITDA was penalized by the pressure on prices in the product sales component, and by a non-recurring provision of 1.3 M¤ for a client acting in accordance to the rules providing for the protection of creditors.
Em 2011, a Venture Capital dispôs de uma massa crítica de 47 colaboradores e contribuiu com 1% do volume de negócios e -8% do EBITDA total gerado pela Novabase. O volume de negócios global desta área atingiu 1,2 M¤, o que representa um decréscimo de 63,6% face ao valor de 2010.
O EBITDA da Venture Capital em 2011 diminuiu, em termos homólogos, de 0,4 M¤ para -1,2 M¤, fixando-se a margem EBITDA nos -100,4%. Estes resultados devem-se fundamentalmente à performance da participada Collab.
O ano de 2011 foi caracterizado por uma desvalorização dos índices PSI20 e EuroStoxx Technology, de 27,6% e 12,8%, respectivamente. A cotação da acção Novabase em 2011 desvalorizou-se 27,9%, sobretudo no último trimestre do ano (12,4%). A rotação representou 17,5% do capital da Novabase, tendo sido transaccionadas 5,5 milhões de acções, valores inferiores aos ocorridos em 2010 (rotação de 22,5% do capital, tendo sido transaccionados 7,1 milhões de acções).
Venture Capital had a critical mass of 47 employees in 2011, and generated 1% of Novabase's turnover and -8% of the total EBITDA.
This business area's total turnover reached 1.2 M¤, a decrease of 63.6% compared to 2010.
Venture Capital's EBITDA decreased in 2011, in equivalent terms, from 0.4 M¤ to -1.2 M¤, with an EBITDA margin of -100.4%. These results essentially reflect the performance of the subsidiary Collab.
2011 was marked by a loss in the PSI20 and in the EuroStoxx Technology Indexes, of 27.6% and 12.8%, respectively. Novabase's share price lost 27.9% in 2011, mainly during the last quarter of the year (12.4%). Share turnover accounted for 17.5% of Novabase's capital, with 5.5 million shares traded, less than in 2010 (turnover of 22.5% of capital, with 7.1 million shares traded).
Em 2011, a Novabase remunerou os seus accionistas em 0,13¤/acção. In 2011, Novabase paid 0.13¤/share to its shareholders.
Ao comparar a cotação da Novabase com um conjunto de outras empresas similares do sector de TI na Europa, observamos que a performance da acção Novabase em 2011 esteve em linha com a média das performances das outras acções.
In comparing Novabase's share price with other similar companies from Europe's IT sector, one can see that Novabase share's performance was in line with the average performance of other shares.
O price target médio referenciado pelos analistas que cobrem a Novabase é de 3,70 Euros (upside médio de 77,0%).
A cotação média, ponderada pela quantidade, do título Novabase em 2011 cifrou-se em 2,67 Euros por acção. Foram transaccionadas 5,5 milhões de acções em todas as 257 sessões de bolsa de 2011, correspondentes a um valor de transacção de 14,7 M¤.
O número médio diário de acções transaccionadas fixou-se em 21,4 mil títulos, correspondente a um valor médio diário de cerca de 0,1 M¤.
A cotação no último dia de bolsa de 2011, 30 de Dezembro de 2011, fixou-se nos 2,09 Euros, o que representa uma desvalorização de 27,9% face aos 2,90 Euros com que a Novabase se fixou no final de 2010.
A cotação de fecho máxima ocorrida em 2011 atingiu os 3,21 Euros enquanto o valor mínimo de fecho registado fixou-se nos 1,70 Euros. A capitalização bolsista, no final de 2011, fixou-se em 65,6 M¤.
The average target price from analysts covering Novabase is 3.70 Euros (average upside of 77.0%).
The average Novabase share price weighted by quantity in 2011 was 2.67 Euros per share. 5.5 million shares were traded in all 257 stock exchange sessions in 2011, corresponding to a trading value of 14.7 M¤.
The daily average number of shares traded was 21.4 thousand shares, corresponding to a daily average value of about 0.1 M¤.
The share price on the last day of trading of 2011, 30 December 2011, was 2.09 Euros, which represents a loss of 27.9% compared to the 2.90 Euros that Novabase shares registered at the end of 2010.
The maximum closing price achieved in 2011 was 3.21 Euros, while the minimum closing price recorded was 1.70 Euros. Market capitalization at the end of 2011 was 65.6 M¤.
RESUMO SUMMARY
Cotação Mínima (¤) Minimum Price (¤)
Cotação Máxima (¤) Maximum Price (¤)
Cotação Média Ponderada (¤) Average Weighted Price (¤)
Cotação no Último Dia (¤) Last Tradable Day Price (¤)
Nº Títulos Transaccionados (milhões) Number of Shares Traded (millions)
Capitalização Bolsista no Último Dia (M¤) Market Capitalization on Last Day (¤ Million)
As actividades do Grupo Novabase expõem-na a uma variedade de riscos financeiros. A imprevisibilidade dos mercados financeiros é analisada continuamente em consonância com a política de gestão de riscos do Grupo, de forma a minimizar potenciais efeitos adversos no seu desempenho financeiro.
The Group's activities expose it to a variety of financial risks. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
| 2011 | 2010 | 2009 | 2008 | 2007 | |
|---|---|---|---|---|---|
| 1.70 | 2.79 | 3.27 | 2.10 | 3.27 | |
| 3.21 | 4.63 | 5.05 | 5.07 | 5.91 | |
| 2.67 | 3.71 | 4.39 | 3.87 | 5.17 | |
| 2.09 | 2.90 | 4.44 | 4.59 | 3.27 | |
| 5.5 | 7.1 | 8.5 | 21.0 | 20.2 | |
| 65.6 | 91.1 | 139.4 | 144.1 | 102.7 |
Os objectivos e as políticas da Novabase em matéria de gestão dos riscos financeiros, e nomeadamente a exposição aos riscos de preço, de crédito, de liquidez, de fluxos de caixa e de capital das várias empresas que integram o Grupo, encontram-se divulgados na nota 3 das Notas às Demonstrações Financeiras Consolidadas.
The objectives and policies of Novabase in the management of financial risks, namely in the exposure to price risk, credit risk, liquidity risk, cash flow risk and capital risk of the companies within the Group, are disclosed in note 3 of the Notes to the Consolidated Financial Statements.
Os resultados anuais estão em linha com o Guidance divulgado em Julho de 2011 (volume de negócios de 230 M¤ e EBITDA entre 14 e 17 M¤), mas próximos ao extremo inferior do intervalo de rentabilidade dada a actual situação conjuntural.
A Novabase implementou durante 2011 um processo de melhoria da sua competitividade operacional e procedeu à revisão da estrutura dos sectores e dos negócios para estar mais adaptada às novas realidades dos mercados. Acredita assim estar mais preparada para enfrentar um contexto macroeconómico que se mantém difícil e incerto.
Em 2012, a Novabase pretende continuar a apostar no seu crescimento internacional, protegendo a posição no mercado nacional.
Em termos de Guidance, a Novabase espera um volume de negócios de 240 M¤ e um EBITDA entre os 16 M¤ e os 19 M¤.
Em 2012, até à emissão do presente relatório, ocorreram os seguintes factos relevantes:
Visando garantir a existência de estabilidade accionista para o próximo triénio, foi celebrado em 30 de Janeiro de 2012 um acordo parassocial (adiante designado por Acordo Parassocial), subscrito pelos accionistas, Luís Paulo Cardoso Salvado, João Nuno da Silva Bento, Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro Marques de Carvalho e Álvaro José da Silva Ferreira (adiante
The annual results are in line with the Guidance disclosed in July 2011 (turnover of 230 M¤ and EBITDA between 14 and 17 M¤), but near the lower end of the range of profitability given the current economic situation.
During 2011, Novabase implemented a process for the improvement of its operating competitiveness, and has revised the structure of its industries and businesses to be better suited to the new market realities. Thus we believe to be more prepared to face the macroeconomic context that remains difficult and uncertain.
In 2012, Novabase intends to continue focused in its international growth, holding its position in the domestic market.
In terms of Guidance, Novabase expects a turnover of 240 M¤ and an EBITDA between 16 M¤ and 19 M¤.
In 2012, up until publication of this report, the following relevant facts occurred:
In view of ensuring shareholder stability for the next three years, 30 January 2012 saw the signing of a Shareholders' Agreement by shareholders Luís Paulo Cardoso Salvado, João Nuno da Silva Bento, Rogério dos Santos Carapuça, José Afonso Oom Ferreira
designados por Signatários), tendo por objecto 10.488.066 acções da Novabase, Sociedade Gestora de Participações Sociais, S.A. entre si detidas, que correspondem a 33,40% dos direitos de votos da referida sociedade. O Acordo Parassocial entrará imediatamente em vigor e será válido até 30 de Abril de 2015, substituindo o anterior acordo parassocial celebrado entre os Signatários.
O Conselho de Administração aprovou a intenção de propor à Assembleia Geral anual de 2012 a distribuição de 942.041,82 Euros aos accionistas. Este pagamento, que corresponde a um montante equivalente a 35,54% do resultado líquido consolidado, representa um dividendo de 3 cêntimos de Euro por acção e enquadra-se na política de remuneração accionista definida pelo Conselho de Administração em 2011, que estipula propor à Assembleia Geral o pagamento anual de um montante compreendido entre 30% e 40% do resultado líquido consolidado que for apurado em cada exercício social.
Na resolução do Conselho de Ministros de 16 de Fevereiro de 2012, foi decidido autorizar o Ministro da Educação e Ciência a realizar uma despesa com a aquisição de bens e correspondente indemnização a pagar à Novabase, pela resolução unilateral do contrato para aquisição dos serviços e bens necessários à infra-estrutura do sistema do Cartão Electrónico da Escola para as escolas públicas dos 2.º e 3.º ciclos do ensino básico e secundário. O valor máximo conjunto será de 4.500.000 Euros.
de Sousa, Pedro Miguel Quinteiro Marques de Carvalho and Álvaro José da Silva Ferreira (henceforth referred to as the signatories) centred on 10,488,066 Novabase shares held by them, corresponding to 33.40% of the company's voting rights. The Shareholders' Agreement shall come into force immediately and shall be valid until 30 April 2015, replacing the previous shareholders' agreement signed by the signatories.
The Board of Directors has approved its plan to propose, at the 2012 General Meeting of Shareholders, the distribution ¤942,041.82 to shareholders. This distribution, corresponding to 35.54% of the consolidated net profit, represents a dividend of 3 euro cents per share and is part of the shareholder earnings policy laid out by the Board of Directors in 2011, which stipulates the proposal to the General Meeting of Shareholders of an annual payment ranging between 30% and 40% of consolidated net profit recorded in each financial year.
The Cabinet resolution of 16 February 2012 decided to authorize the Minister of Science and Education to incur an expense related to acquisition of goods and the corresponding compensation payable to Novabase for unilateral cancellation of the contract for acquiring the services and goods necessary for the infrastructure of the Electronic School Card system for public schools grades 5 to 9 of the basic and secondary education system. The total maximum amount shall be 4,500,000 Euros.
No exercício de 2011, a Novabase SGPS, SA apresentou um resultado líquido consolidado de ¤ 2.650.613,62 (dois milhões, seiscentos e cinquenta mil, seiscentos e treze euros e sessenta e dois cêntimos) e um resultado líquido de ¤ 10.749.501,24 (dez milhões, setecentos e quarenta e nove mil, quinhentos e um euros e vinte e quatro cêntimos) nas contas individuais.
No dia 2 de Fevereiro de 2012, o Conselho de Administração da Sociedade divulgou ao mercado a sua intenção de propor à Assembleia Geral anual de 2012 a distribuição aos accionistas de um montante global de 0,9 M¤, respeitante a lucros do exercício a distribuir mediante deliberação de aplicação de resultados. Esta distribuição, que corresponde a um montante equivalente a 35,54% do resultado líquido consolidado, enquadrase na política de remuneração accionista definida pelo Conselho de Administração em 2011, que estipula propor à Assembleia Geral o pagamento anual de um montante compreendido entre 30% e 40% do resultado líquido consolidado que
In 2011, Novabase SGPS, SA had a consolidated net profit of ¤2,650,613.62 (two million, six hundred and fifty thousand, six hundred and thirteen Euros and sixty two cents) and a net profit of ¤10,749,501.24 (ten million, seven hundred and forty-nine thousand, five hundred and one Euros and twentyfour cents) in the individual accounts.
On 2 February 2012, the company's Board of Directors publicly announced its intention to propose, at the 2012 General Meeting of Shareholders, the distribution to shareholders of a total of ¤0.9 million, corresponding to annual profits to be distributed by means of a resolution to allocate profits. This distribution, corresponding to 35.54% of the consolidated net profit, is part of the shareholder earnings policy laid out by the Board of Directors in 2011, which stipulates the proposal to the General Meeting of Shareholders of an annual payment ranging between 30% and 40% of consolidated net
for apurado em cada exercício social, e traduzir-se-á num pagamento total aos accionistas de 0,03 euros por acção, sujeita a aprovação da Assembleia Geral.
Nos termos das disposições legais e estatutárias, o Conselho de Administração propõe que os resultados líquidos a título individual sejam distribuídos da seguinte forma:
Dando cumprimento ao disposto na lei e nos Estatutos, um montante de ¤ 537.475,06 (quinhentos e trinta e sete mil, quatrocentos e setenta e cinco euros e seis cêntimos), correspondente a 5% do resultado líquido do exercício, se destine ao reforço da reserva legal;
Atenta a afectação obrigatória do resultado líquido do exercício, acima mencionado, que, do remanescente desse resultado, sejam pagos aos accionistas ¤ 942.041,82 (novecentos e quarenta e dois mil, quarenta e um euros e oitenta e dois cêntimos), correspondendo a ¤ 0,03 (três cêntimos de euro) por acção, relativamente ao número total de acções emitidas;
Que o montante remanescente do resultado líquido do exercício, no valor de ¤ 9.269.984,36 (nove milhões, duzentos e sessenta e nove mil, novecentos e oitenta e quatro euros e trinta e seis cêntimos), seja transferido para resultados transitados.
Lisboa, 29 de Março de 2012 O Conselho de Administração profit recorded in each financial year, corresponding to a total payment to shareholders of 0.03 Euros per share, subject to the approval of the General Meeting of Shareholders.
Pursuant to legal and statutory provisions, the Board of Directors proposes that the net profit be allocated, on an individual basis, as follows:
In compliance with the provisions of law and the articles of association, ¤537,475.06 (five hundred and thirtyseven thousand, four hundred and seventy-five Euros and six cents), corresponding to 5% of the net profit for the year, be added to the statutory reserve;
In view of the aforementioned obligatory distribution of net profit for the year, the remainder of that amount totalling ¤942,041.82 (nine hundred and forty-two thousand and forty one Euros and eighty-two cents), corresponding to ¤0.03 (three euro cents) per share of the total number of shares issued, shall be paid to shareholders;
The remainder of net profit for the year in the amount of ¤9,269,984.36 (nine million, two hundred and sixty-nine thousand, nine hundred and eighty-four Euros and thirty-six cents) shall be transferred to retained earnings.
Lisbon, 29 March 2012 Board of Directors
Rogério dos Santos Carapuça (Presidente Chairman)
Luís Paulo Cardoso Salvado (CEO)
Nuno Carlos Dias dos Santos Fórneas
Francisco Paulo Figueiredo Morais Antunes
João Luís Correia Duque
José Afonso Oom Ferreira de Sousa
João Nuno da Silva Bento
Álvaro José da Silva Ferreira
Luís Fernando de Mira Amaral
Manuel Alves Monteiro
Joaquim Sérvulo Rodrigues
Pedro Miguel Quinteiro Marques Carvalho
Lisboa, 29 de Março de 2012 Lisbon, 29 March 2012
O Conselho de Administração Board of Directors
OFFICERS OF THE GENERAL MEETING OF SHAREHOLDERS António Manuel de Carvalho F. Vitorino (Presidente Chairman) Maria José Santana (Secretário Secretary)
INFORMAÇÃO SOBRE A PARTICIPA-ÇÃO DOS MEMBROS DOS ORGÃOS DE ADMINISTRAÇÃO E DE FISCA-LIZAÇÃO NO CAPITAL DA EMPRESA EM 31 DE DEZEMBRO DE 2011
(De acordo com a disposição no n.º 5 do artigo 447º do Código das Sociedades Comerciais)
INFORMATION CONCERNING STAKES HELD IN THE COMPANY BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BOARDS AS AT 31 DECEMBER, 2011 (Under the terms of paragraph 5 of Article 447º of the Portuguese Commercial Companies Code)
| IMOBILIZADO EM CURSO WORK IN PROGRESS | N.º ACÇÕES NO. SHARES |
% CAPITAL E DIREITO DE VOTO % CAPITAL AND VOTING RIGHTS |
|---|---|---|
| José Afonso Oom Ferreira de Sousa | 2.514.947 | 8.01% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.679 | 6.91% |
| Luís Paulo Cardoso Salvado | 2.018.047 | 6.43% |
| João Nuno da Silva Bento | 1.899.799 | 6.05% |
| Rogério dos Santos Carapuça | 1.884.787 | 6.00% |
| Álvaro José da Silva Ferreira | 1.189.423 | 3.79% |
| Nuno Carlos Dias dos Santos Fórneas | 103.324 | 0.33% |
| Manuel Fernando Macedo Alves Monteiro | 9.000 | 0.03% |
| Luís Fernando de Mira Amaral | 6.305 | 0.02% |
| João Luís Correia Duque | 500 | 0.00% |
| Total | 11.796.811 | 37.57% |
1 A participação de cada um destes Accionistas corresponde à última posição comunicada à sociedade com referência a data anterior a 31 de Dezembro de 2011.
The shareholding of each of these Shareholders corresponds to the last position reported to the company until December 31, 2011.
(De acordo com a disposição no n.º 4 do artigo 448º do Código das Sociedades Comerciais e artigo 16º do Código dos Valores Mobiliários 'CVM')
(Under the terms of paragraph 4 of Article 448º of the Portuguese Commercial Companies Code and Article 16º of the Portuguese Securities Code 'PSC')
| IMOBILIZADO EM CURSO WORK IN PROGRESS | N.º PARCIAL PARTIAL NO. |
N.º ACÇÕES NO. SHARES |
% CAPITAL E DIREITO DE VOTO % CAPITAL AND VOTING RIGHTS |
|---|---|---|---|
| Partbleu, SGPS, SA | 3.180.444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA | 1.792.144 | ||
| Espírito Santo Fundo de Pensões, SA | 1.149.395 | ||
| Elementos dos orgãos sociais Corporate board members |
60 | ||
| Grupo Banco Espírito Santo, SA (termos do n.º1 do art.º 20 do CVM) (paragraph 1 of Article 20 of PSC) |
2.941.599 | 9.37% | |
| José Afonso Oom Ferreira de Sousa | 2.514.947 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.679 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2.018.047 | 6.43% | |
| João Nuno da Silva Bento | 1.899.799 | 6.05% | |
| Rogério dos Santos Carapuça | 1.884.787 | 6.00% | |
| Fernando Fonseca Santos | 1.575.020 | 5.02% | |
| Fundo Santander Acções Portugal | 1.413.967 | ||
| Fundo Santander PPA | 138.786 | ||
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (termos do n.º1 do art.º 20 do CVM) (paragraph 1 of Article 20 of PSC) |
1.552.753 | 4.94.% | |
| Álvaro José da Silva Ferreira | 1.189.423 | 3.79% | |
| Caixagest Acções Portugal | 209.382 | ||
| Caixagest PPA | 467.332 | ||
| Caixagest — Técnicas de Gestão de Fundos, SA (termos do n.º 1 do Art.º 20 do CVM) (paragraph 1 Article 20 of PSC) |
676.714 | 2.16% | |
| IBIM2 Ltd | 648.486 | 2.07% | |
| Total | 22.252.698 | 70.87% |
1 A participação de cada um destes Accionistas corresponde à última posição comunicada à sociedade com referência a data anterior a 31 de Dezembro de 2011.
The shareholding of each of these Shareholders corresponds to the last position reported to the company until December 31, 2011.
(Nos termos dos números 6 e 7 do artigo 14º do Regulamento da CMVM n.º 5/2008)
(Under the terms of paragraphs 6 and 7 of Article 14º of the Portuguese Securities Market Commission - CMVM - Regulation nº. 5/2008)
| DIRIGENTE DIRECTOR |
TRANSACÇÃO TRANSACTION |
DATA DATE |
|
|---|---|---|---|
| Nuno Carlos Dias dos Santos Fórneas | Aquisição Acquisition | 30.03.2011 | |
| Nuno Carlos Dias dos Santos Fórneas | Aquisição Acquisition | 13.04.2011 | |
| Nuno Carlos Dias dos Santos Fórneas | Aquisição Acquisition | 18.05.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 08.09.2011 | |
| João Nuno da Silva Bento | Aquisição Acquisition | 08.09.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 08.09.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 08.09.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 08.09.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 21.11.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 28.11.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 30.11.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 30.11.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 30.11.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 30.11.2011 | |
| João Nuno da Silva Bento | Aquisição Acquisition | 30.11.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 12.12.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 12.12.2011 | |
| João Nuno da Silva Bento | Aquisição Acquisition | 12.12.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 14.12.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 14.12.2011 | |
| João Nuno da Silva Bento | Aquisição Acquisition | 14.12.2011 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 27.12.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 27.12.2011 | |
| João Nuno da Silva Bento | Aquisição Acquisition | 29.12.2011 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 29.12.2011 | |
Total
| HORA TIME |
LOCAL LOCATION |
Nº DE ACÇÕES NO. OF SHARES |
PREÇO UNITÁRIO (€) PRICE PER SHARE (€) |
|
|---|---|---|---|---|
| - | Fora de Mercado Regulamentado Over the Counter | 15.405 | 2.94 | |
| - | Fora de Mercado Regulamentado Over the Counter | 2.389 | 2.96 | |
| - | Fora de Mercado Regulamentado Over the Counter | 4.513 | 2.90 | |
| 3:42:22 PM | Euronext Lisbon | 154.877 | 2.50 | |
| 3:42:22 PM | Euronext Lisbon | 76.438 | 2.50 | |
| 3:42:22 PM | Euronext Lisbon | 2.500 | 2.50 | |
| 3:42:22 PM | Euronext Lisbon | 3.532 | 2.50 | |
| 3:42:22 PM | Euronext Lisbon | 70.406 | 2.50 | |
| 3:34:22 PM | Euronext Lisbon | 25.000 | 1.88 | |
| 4:15:47 PM | Euronext Lisbon | 25.000 | 1.76 | |
| 3:51:37 PM | Euronext Lisbon | 225 | 1.66 | |
| 3:51:37 PM | Euronext Lisbon | 1.000 | 1.67 | |
| 3:51:37 PM | Euronext Lisbon | 1.871 | 1.68 | |
| 3:51:38 PM | Euronext Lisbon | 13.944 | 1.70 | |
| 3:51:38 PM | Euronext Lisbon | 13.943 | 1.70 | |
| 1:41:06 PM | Euronext Lisbon | 7.500 | 2.04 | |
| 1:41:06 PM | Euronext Lisbon | 3.750 | 2.04 | |
| 1:41:06 PM | Euronext Lisbon | 3.750 | 2.04 | |
| 3:11:00 PM | Euronext Lisbon | 5.750 | 2.02 | |
| 3:11:00 PM | Euronext Lisbon | 2.875 | 2.02 | |
| 3:11:00 PM | Euronext Lisbon | 2.875 | 2.02 | |
| 3:40:02 PM | Euronext Lisbon | 3.000 | 2.02 | |
| 3:40:02 PM | Euronext Lisbon | 12.000 | 2.02 | |
| 1:10:14 PM | Euronext Lisbon | 3.000 | 2.04 | |
| 1:10:14 PM | Euronext Lisbon | 3.100 | 2.04 | |
458.643
(Nos termos da alínea d) do n.º 5 do artigo 66º do Código das Sociedades Comerciais)
| TRANSAÇÃO TRANSACTION |
DATA DATE |
|
|---|---|---|
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 28.03.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 13.04.2011 | |
| Cedência Transfer | 18.05.2011 | |
| Cedência Transfer | 18.05.2011 | |
| Cedência Transfer | 18.05.2011 | |
| Cedência Transfer | 18.05.2011 | |
| Cedência Transfer | 18.05.2011 | |
| Cedência Transfer | 18.05.2011 | |
Em 31 de Dezembro de 2010, a Novabase S.G.P.S. detinha em carteira 1.206.643 acções próprias, representativas de cerca de 3,84% do seu capital social. Durante o ano de 2011, a empresa cedeu 226.116 acções próprias a um preço líquido médio de 3,26 Euros. As cedências de acções próprias foram utilizadas na liquidação de aquisições a Interesses que não controlam verificadas em 2008 e em 2010, e como prémios a colaboradores.
Em 31 de Dezembro de 2011, a Novabase S.G.P.S. detinha em carteira 980.527 acções próprias, representativas de cerca de 3,12% do seu capital social.
(Under the terms of section d) of paragraph 5 of Article 66 of the Portuguese Commercial Companies Code)
| LOCAL LOCATION |
Nº DE ACÇÕES NO. OF SHARES |
PREÇO UNITÁRIO (€) PRICE PER SHARE (€) |
|
|---|---|---|---|
| Fora de Mercado Regulamentado Over the Counter | 26.018 | 2.94 | |
| Fora de Mercado Regulamentado Over the Counter | 24.539 | 2.94 | |
| Fora de Mercado Regulamentado Over the Counter | 24.170 | 2.94 | |
| Fora de Mercado Regulamentado Over the Counter | 15.405 | 2.94 | |
| Fora de Mercado Regulamentado Over the Counter | 4.312 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 4.312 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 2.173 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 5.493 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 1.831 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 24.826 | 3.71 | |
| Fora de Mercado Regulamentado Over the Counter | 12.413 | 3.71 | |
| Fora de Mercado Regulamentado Over the Counter | 12.413 | 3.71 | |
| Fora de Mercado Regulamentado Over the Counter | 12.413 | 3.71 | |
| Fora de Mercado Regulamentado Over the Counter | 4.035 | 2.96 | |
| Fora de Mercado Regulamentado Over the Counter | 3.806 | 2.96 | |
| Fora de Mercado Regulamentado Over the Counter | 3.749 | 2.96 | |
| Fora de Mercado Regulamentado Over the Counter | 2.389 | 2.96 | |
| Fora de Mercado Regulamentado Over the Counter | 669 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 669 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 337 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 852 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 284 | 3.83 | |
| Fora de Mercado Regulamentado Over the Counter | 3.850 | 3.74 | |
| Fora de Mercado Regulamentado Over the Counter | 1.925 | 3.74 | |
| Fora de Mercado Regulamentado Over the Counter | 1.925 | 3.74 | |
| Fora de Mercado Regulamentado Over the Counter | 1.925 | 3.74 | |
| Fora de Mercado Regulamentado Over the Counter | 6.447 | 2.90 | |
| Fora de Mercado Regulamentado Over the Counter | 4.513 | 2.90 | |
| Fora de Mercado Regulamentado Over the Counter | 5.364 | 2.90 | |
| Fora de Mercado Regulamentado Over the Counter | 6.447 | 2.90 | |
| Fora de Mercado Regulamentado Over the Counter | 5.926 | 2.90 | |
| Fora de Mercado Regulamentado Over the Counter | 686 | 2.90 | |
226.116
At 31 December 2011, Novabase S.G.P.S. held 1,206,643 own shares, representing 3.84% of its share capital.
During 2011, the company transferred 226,116 own shares at the average net price of 3.26 Euros. Own shares transfers were used in the settlement of acquisitions to non-controlling interests occurred in 2008 and 2010 and as bonuses to employees.
At 31 December 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.
| MILHARES DE EUROS THOUSANDS OF EUROS |
31.12.11 | 31.12.10 |
|---|---|---|
| ACTIVO ASSETS | ||
| ACTIVOS NÃO CORRENTES NON-CURRENT ASSETS | ||
| Activos fixos tangíveis Property, plant and equipment | 9.000 | 9.836 |
| Activos intangíveis Intangible assets | 31.127 | 31.229 |
| Investimentos em empresas associadas Investments in associates | 1.621 | 1.676 |
| Activos disponíveis para venda Available-for-sale financial assets | 165 | 21 |
| Activos por impostos diferidos Deferred income tax assets | 12.387 | 10.396 |
| Outro activos não correntes Other non-current assets | - | 69 |
| Total de Activos Não Correntes Total Non-Current Assets | 54.300 | 53.227 |
| ACTIVOS CORRENTES CURRENT ASSETS Inventários Inventories |
6.909 | 10.403 |
| Clientes e outras contas a receber Trade and other receivables | 92.830 | 83.285 |
| Acréscimos de proveitos Accrued income | 16.414 | 14.035 |
| Imposto sobre o rendimento a receber Income tax receivable | 3.211 | 3.378 |
| Instrumentos financeiros derivados Derivative financial instruments | 245 | 197 |
| Outro activos correntes Other current assets | 5.236 | 3.834 |
| Caixa e equivalentes a caixa Cash and cash equivalents | 27.157 | 28.088 |
| Total de Activos Correntes Total Current Assets | 152.002 | 143.220 |
| Activos operações descontinuadas Assets for discontinued operations | - | 49 |
| Total do Activo Total Assets | 206.302 | 196.496 |
| MILHARES DE EUROS 31.12.11 THOUSANDS OF EUROS |
31.12.10 | ||
|---|---|---|---|
| CAPITAIS PRÓPRIOS EQUITY | |||
| Capital social Share capital | 15.701 | 15.701 | |
| Acções próprias Treasury shares | (409) | (603) | |
| Prémios de emissão Share premium | 43.560 | 43.560 | |
| Reservas e resultados acumulados Reserves and retained earnings | 31.206 | 21.063 | |
| Resultado líquido Profit for the year | 2.651 | 13.053 | |
| Total dos Cap. Próp. Atrib. aos Accionistas Total Equity Attrib. to Owners of the Parent | 92.628 | 92.774 | |
| Interesses que não controlam Non-controlling interests | 9.811 | 5.724 | |
| Total dos Capitais Próprios Total Equity | 102.439 | 98.498 | |
| PASSIVO LIABILITIES | |||
| PASSIVOS NÃO CORRENTES NON-CURRENT LIABILITIES | |||
| Empréstimos Borrowings | 12.028 | 7.879 | |
| Provisões Provisions | 1.721 | 1.633 | |
| Passivos por impostos diferidos Deferred income tax liabilities | 100 | 909 | |
| Outros passivos não correntes Other non-current liabilities | 308 | 927 | |
| Total de Passivos Não Correntes Total Non-Current Liabilities | 14.157 | 11.348 | |
| PASSIVOS CORRENTES CURRENT LIABILITIES | |||
| Empréstimos Borrowings | 5.279 | 5.333 | |
| Fornecedores e outras contas a pagar Trade and other payables | 60.935 | 57.101 | |
| Imposto sobre o rendimento a pagar Income tax payable | 17 | 311 | |
| Instrumentos financeiros derivados Derivative financial instruments | 461 | 353 | |
| Proveitos dif. e outros passivos correntes Def. income and other current liabilities | 22.669 | 22.807 | |
| Total de Passivos Correntes Total Current Liabilities | 89.361 | 85.905 | |
| Passivos operações descontinuadas Liabilities for discontinued operations | 345 | 745 | |
| Total do Passivo Total Liabilities | 103.863 | 97.998 | |
| Total dos Capitais Próprios e Passivo Total Equity and Liabilities | 206.302 | 196.496 | |
| MILHARES DE EUROS THOUSANDS OF EUROS |
31.12.11 (12M*) |
31.12.10 (12M*) |
|---|---|---|
| OPERAÇÕES EM CONTINUAÇÃO CONTINUING OPERATIONS | ||
| Vendas Sales | 96.918 | 103.975 |
| Prestação de serviços Services rendered | 132.715 | 132.356 |
| Custo das vendas Cost of sales | (86.917) | (90.125) |
| Fornecimentos e serviços externos External supplies and services | (51.720) | (50.378) |
| Gastos com o pessoal Employee benefit expense | (76.210) | (75.607) |
| Custos de reestruturação Restructuring costs | (3.496) | - |
| Outros ganhos e perdas líquidos Other gains/(losses) - net | (543) | 1.947 |
| Amortizações e depreciações Depreciation and amortisation | (6.125) | (5.478) |
| Resultados Operacionais Operating Profit | 4.622 | 16.690 |
| Proveitos financeiros Finance income | 3.770 | 5.256 |
| Custos financeiros Finance costs | (4.626) | (5.371) |
| Perdas em associadas Share of loss of associates | (645) | (255) |
| Resultados Antes de Impostos Profit Before Tax | 3.121 | 16.320 |
| Imposto sobre o rendimento Income tax expense | (884) | (2.628) |
| Resultados das operações em continuação Net Profit from continuing operations | 2.237 | 13.692 |
| OPERAÇÕES DESCONTINUADAS DISCONTINUED OPERATIONS | ||
| Resultados das operações descontinuadas Net Profit from discontinued operations | 703 | - |
| Resultado Líquido Profit for the Year | 2.940 | 13.692 |
| Outro rendimento integral no exercício Other comprehensive income | - | - |
| Rendimento integral total no exercício Total comprehensive income for the year | 2.940 | 13.692 |
| Rendimento integral total no exercício Total comprehensive income for the year | MILHARES DE EUROS THOUSANDS OF EUROS |
31.12.11 (12M*) 2.940 |
31.12.10 (12M*) 13.692 |
|
|---|---|---|---|---|
| OPERAÇÕES EM CONTINUAÇÃO CONTINUING OPERATIONS Resultado Líquido Atribuível a: Profit attributable to: |
||||
| Accionistas Owners of the Parent | 2.651 | 13.053 | ||
| Vendas Sales Interesses que não controlam Non-controlling interests |
96.918 289 |
103.975 639 |
||
| Prestação de serviços Services rendered Custo das vendas Cost of sales |
132.715 (86.917) 2.940 |
132.356 (90.125) 13.692 |
||
| Fornecimentos e serviços externos External supplies and services | (51.720) | (50.378) | ||
| Gastos com o pessoal Employee benefit expense Rendimento Integral Atribuível a: Total comprehensive income attributable to: |
(76.210) | (75.607) | ||
| Custos de reestruturação Restructuring costs Accionistas Owners of the Parent |
(3.496) 2.651 |
- 13.053 |
||
| Outros ganhos e perdas líquidos Other gains/(losses) - net Interesses que não controlam Non-controlling interests |
(543) 289 |
1.947 639 |
||
| Amortizações e depreciações Depreciation and amortisation | (6.125) 2.940 |
(5.478) 13.692 |
||
| Resultados Operacionais Operating Profit | 4.622 | 16.690 | ||
| Resultado por acção atribuível aos accionistas (€ por acção) | ||||
| Proveitos financeiros Finance income Earnings per share attributable to owners of the parent (Euros per share) |
3.770 | 5.256 | ||
| Custos financeiros Finance costs Resultado por acção básico Basic earnings per share |
(4.626) | (5.371) | ||
| Perdas em associadas Share of loss of associates Das operações em continuação From continuing operations |
(645) 0.06 Euros |
(255) 0.43 Euros |
||
| Das operações descontinuadas From discontinued operations | 0.02 Euros | 0.00 Euros | ||
| Resultados Antes de Impostos Profit Before Tax | 3.121 | 16.320 | ||
| Do Resultado Líquido From Profit for the Year | 0.09 Euros | 0.43 Euros | ||
| Imposto sobre o rendimento Income tax expense | (884) | (2.628) | ||
| Resultado por acção diluído Diluted earnings per share | ||||
| Resultados das operações em continuação Net Profit from continuing operations Das operações em continuação From continuing operations |
2.237 0.06 Euros |
13.692 0.43 Euros |
||
| Das operações descontinuadas From discontinued operations OPERAÇÕES DESCONTINUADAS DISCONTINUED OPERATIONS |
0.02 Euros | 0.00 Euros | ||
| Do Resultado Líquido From Profit for the Year | 0.09 Euros | 0.43 Euros | ||
| Resultados das operações descontinuadas Net Profit from discontinued operations | 703 | - |
12M* - período de 12 meses findo em 12M* - period of 12 months ended
Resultado Líquido Profit for the Year
| SHAREHOLDING STRUCTURE ON 31 DECEMBER 2011 2 | |
|---|---|
| INTRODUCTION 4 | |
| CHAPTER I: GENERAL MEETING OF SHAREHOLDERS20 | |
| CHAPTER II: MANAGING AND AUDITING BODIES28 | |
| SECTION I – GENERAL POINTS 28 SECTION II – BOARD OF DIRECTORS 43 SECTION III – GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE AND SUPERVISORY BOARD59 SECTION IV - REMUNERATION 63 SECTION V – SPECIAL COMMITTEES 73 |
|
| CHAPTER III. INFORMATION AND AUDITING76 | |
| ANNEXES:96 |
| # | % | ||
|---|---|---|---|
| Shareholders | Shares | Capital and voting rights |
|
| José Afonso Oom Ferreira de Sousa | 2.514.947 | 8,01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.679 | 6,91% | |
| Luís Paulo Cardoso Salvado | 2.018.047 | 6,43% | |
| João Nuno da Silva Bento | 1.899.799 | 6,05% | |
| Rogério dos Santos Carapuça | 1.884.787 | 6,00% | |
| Álvaro José da Silva Ferreira | 1.189.423 | 3,79% | |
| Nuno Carlos Dias dos Santos Fórneas | 103.324 | 0,33% | |
| Manuel Alves Monteiro | 9.000 | 0,03% | |
| Luís Fernando de Mira Amaral | 6.305 | 0,02% | |
| João Luís Correia Duque | 500 | 0,00% | |
| Total | 11.796.811 | 37,57% |
1 Shareholding of each member of the corporate boards corresponds to the last position disclosed to the company before 31 December 2011. Information on the number of shares allocated to each member of the corporate boards during 2011 is detailed on item II.31.
| # | # | % | |
|---|---|---|---|
| Shareholders | Shares partial | Shares | Capital and voting rights |
| Partbleu, Sociedade Gestora de Participações | 3.180.444 | 10,13% | |
| ES TECH VENTURES, SGPS, SA | 1.792.144 | ||
| Fundo de Pensões do BES | 1.149.395 | ||
| Members of Corporate Boards | 60 | ||
| Grupo Banco Espírito Santo, SA (nos termos do nº1 do artº20 do CVM) |
2.941.599 | 9,37% | |
| José Afonso Oom Ferreira de Sousa | 2.514.9472 | 8,01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.6792 | 6,91% | |
| Luís Paulo Cardoso Salvado | 2.018.0472 | 6,43% | |
| João Nuno da Silva Bento | 1.899.7992 | 6,05% |
| # | # | % | |
|---|---|---|---|
| Shareholders | Shares partial | Shares | Capital and voting rights |
| Rogério dos Santos Carapuça | 1.884.7872 | 6,00% | |
| Fernando Fonseca Santos | 1.575.020 | 5,02% | |
| Fundo de Investimento Mobiliário Aberto Poupança Acções Santander PPA |
138.786 | ||
| Fundo de Investimento Mobiliário Aberto Santander Acções Portugal |
1.413.967 | ||
| Santander Asset Management - Soc.Gestora de Fundos de Investimento Mobiliário, SA (under nº1 artº20 of CVM) |
1.552.753 | 4,94% | |
| Álvaro José da Silva Ferreira | 1.189.4232 | 3,79% | |
| CAIXAGEST ACÇÕES PORTUGAL – Fundo de Investimento Mobiliário Aberto de Acções |
209.382 | ||
| CAIXAGEST PPA - Fundo de Investimento Mobiliário Aberto de Poupança em Acções |
467.332 | ||
| Caixagest – Técnicas de Gestão de Fundos, SA | 676.714 | 2,16% | |
| IBIM2 Ltd | 648.486 | 2,07% | |
| Total | 22.252.698 | 70,87% |
1 Shareholding of each shareholder corresponds to the last position disclosed to the company before 31 December 2011.
2 Includes shareholdings under the parasocial agreement on 31 December 2011 as described on item III.5 of this report, the voting rights of the remaining shareholders under this parasocial agreement being attributable to the shareholder in question. Total voting rights under the parasocial agreement corresponding to 10.488.065 shares representing 33,40% of the share capital and voting rights of Novabase – SGPS, S.A..
Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter called "Novabase" or "company") has chosen to publish a separate annex to its annual report on the topic of corporate governance, in compliance with Article 245/A of the Securities Code and in accordance with the provisions of CMVM Regulation no. 01/2010 on the Governance of Listed Companies, organized according to the scheme outlined in Annex I to this CMVM regulation.
In this report, Novabase indicates which recommendations have been adopted and not adopted from the CMVM 2010 Corporate Governance Code ("Recommendations"), published in January 2010 ("Corporate Governance Code").
This annex, which is an integral part of the company's 2011 annual report, contains information complying with the requirements of Article 7 of the Securities Code and references to other annexes.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantly-evolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders – those interested in its corporate activities, namely shareholders, investors, customers, partners and employees.
In light of trends in best corporate governance practices in accordance with rules and recommendations issued by the CMVM, and taking into account Novabase's experiences since its admission to trading on the Euronext Lisbon regulated market, shareholders at the General Meeting of Shareholders of 12 April 2007 approved an Anglo-Saxon corporate governance model that includes a Board of Directors with an Audit Committee and a statutory auditor. Moreover, following the General Meeting of Shareholders of 28 April 2009, two specialized committees were established within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee. In order to improve its governance practices, Novabase constantly analyses the implementation of this model.
Note that the Association of Listed Securities Issuers (AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado) and the Catholic University of Portugal (Universidade Católica Portuguesa) presented a study in 2011 on the degree of compliance with corporate governance recommendations in force in Portugal, weighted by their affinity with a number of international benchmarks, with total values ranging from 5,000 to 10,000 (complete compliance with recommendations considered relevant) and scores ranging from D (minimum rating) to AAA (maximum rating).
Novabase received a rating of AA and a score of 9,517.876.
0.1. The Corporate Governance Code and CMVM Regulation No. 1/2010 on the governance of listed companies are available on the company's website (www.novabase.pt) in the section "IR/ Corporate Governance", and on the CMVM website at www.cmvm.pt.
0.2. Itemized below are the Corporate Governance Code recommendations, adopted and not adopted (defining "not adopted" as those recommendations which were not followed in their entirety). With regard to the latter, Novabase describes the reasons for not adopting them in full.
| Recommendation | Fulfilment | Remarks | |
|---|---|---|---|
| I General Meeting of Shareholders | |||
| I.1 GENERAL MEETING BOARD | |||
| 1 | I.1.1 The Chairman of the General Meeting Board shall be equipped with the necessary and adequate human resources and logistic support, taking the financial position of the company into consideration. |
Yes | The Chairman of the General Meeting of Shareholders has access to a work room and secretary services at the company when needed (see point I.1.) |
| 2 | I.1.2 The remuneration of the Chairman of the General Meeting Board shall be disclosed in the annual report on corporate governance. |
Yes | The Chairman of the General Meeting of Shareholders is remunerated according to attendance in the amount of €1,000. (see point I.3.) |
| I.2 PARTICIPATION AT THE MEETING | |||
| 3 | I.2.1 The requirement for the Board to receive statements for share deposit or blocking for participation at the general meeting shall not exceed 5 working days. |
n/a | In view of the entry into force of the registry date regime for preparing and holding General Meetings of Shareholders, pursuant to article 23 C of the Securities Code, this recommendation no longer applies to Novabase. |
| 4 | I.2.2 Should the General Meeting be suspended, the company shall not compel share blocking during that period until the meeting is resumed and shall then follow the standard requirement of the first session. |
n/a | This recommendation no longer applies to Novabase, for the reason stated in the preceding recommendation. |
| I.3 VOTING AND EXERCISING VOTING RIGHTS | |||
| 5 | I.3.1 Companies shall not impose any statutory restriction on postal voting and whenever adopted or admissible, on electronic voting. |
Yes | Clause 9 (no. 9) of Novabase's articles of association governs postal voting, while the applicable rules for voting by electronic means are defined in each meeting notice. In both cases, there are no restrictions imposed on voting rights. (see points I.9., I.10., I.11. and I.12.) |
| 6 | I.3.2 The statutory deadline for receiving early voting ballots by mail shall not exceed 3 working days. |
Yes | Novabase's articles of association state that voting ballots must be received by the third working day preceding the date of the General Meeting of Shareholders. (see point I.11.) |
| 7 | I.3.3 Companies shall ensure the level of voting rights and the shareholder's participation is proportional, ideally through the statutory provision that obliges the one share-one vote principal. The companies that: i) have shares that do not confer voting right; ii) establish non-casting of voting rights above a certain number, when issued solely by a shareholder or by shareholders associated to the former, do not comply with the proportionality principle. |
Yes | Under clause 9 no. 5 of Novabase's articles of association, one share corresponds to one vote. (see point I.6.) |
| I.4 DELIBERATING QUORUM | |||
|---|---|---|---|
| 8 | Companies shall not set a deliberating quorum that outnumbers that which is prescribed by law. |
Yes | The deliberating quorum of Novabase's General Meeting of Shareholders, as established by its articles of association, is the same as that prescribed by law. (see point I.8.) |
| I.5 ATTENDEES LIST, MINUTES AND INFORMATION ON RESOLUTIONS PASSED | |||
| 9 | Extracts from the minutes of the general meetings or documents with corresponding content must be made available to shareholders on the company's website within a five day period after the General Meeting has been held, irrespective of the fact that such information may not be classified as material. The information disclosed shall cover the resolutions passed, the represented capital and the voting results. Said information shall be visible on the company's website for no less than a 3 year period. |
Yes | A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders. At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders. On its website, Novabase keeps a collection of information on meetings held over the past three years, including the number of people present, number of shareholders represented, meeting agendas and decisions taken (see points I.13. and I.14.). |
| I.6 MEASURES ON CORPORATE CONTROL | |||
| 10 | Measures aimed at preventing successful takeover bids, shall respect both the company's and the shareholders' interests. The company's articles of association that by complying with said principal, provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a resolution by the General Assembly (5 year intervals, at least), on whether that statutory provision is to be amended or prevails – without quorum requirements superior to the one legally in force – and that in said resolution, all votes issued be counted, without applying said restriction. |
No | There is a shareholders' agreement among a group of shareholders, which is described in point III.5. Novabase believes that the existence of a shareholders' agreement does not constitute a defensive measure contrary to shareholder interests in itself, since it ensures stability in the management of the company, therefore safeguarding Novabase's corporate and shareholder interests. Furthermore, Novabase believes that because the current shareholders' agreement involves only 33.40% of Novabase's total shares, it should not be considered a defensive measure against any public offerings for acquisition, given that in addition to the fact that it was not established for this purpose, such a shareholders' agreement cannot prevent the transfer of control of the company and therefore the success of any general public offerings for acquisition. (see point III.5.). According to the |
| CMVM,6however, Novabase does not comply with this recommendation in its entirety. The same applies to the new shareholders' agreement signed on 30 January 2012 (see point III.5.). |
|||
|---|---|---|---|
| 11 | I.6.2. In cases such as change of control or changes to the composition of the Board of Directors, defensive measures should not be adopted that instigate an immediate and serious asset erosion in the company, and further disturb the free transmission of shares and voluntary assessment of the performance of the Board of Directors by the shareholders. |
Yes | Novabase has not adopted defensive measures that automatically cause serious erosion in the company's assets in the event of the transfer of control or changes to the composition of the Board of Directors (see points I.20., I.21. and I.22.). |
| II. MANAGEMENT AND SUPERVISORY BOARDS | |||
| II.1. GENERAL POINTS II.1.1. STRUCTURE AND DUTIES |
|||
| 12 | II.1.1.1 The Board of Directors shall assess the adopted model in its Annual Report on Corporate Governance and pin-point possible barriers to its functioning and shall propose measures that it deems fit for surpassing such obstacles. |
Yes | In this report, Novabase's Board of Directors assesses the governance model adopted, proposing action measures (see "Corporate Governance Model Assessment" in Chapter 0). |
| 13 | II.1.1.2 Companies shall establish internal control and risk management systems in order to safeguard the company's worth, encourage transparency and identify and manage risk. Said systems shall include at least the following components: i) setting of the company's strategic objectives as regards risk assumption; ii) identifying the main risks associated to the company's activity and any events that might generate risks; iii) analyse and determine the extent of the impact and the likelihood that each of said potential risks will occur; iv) risk management aimed at aligning actually incurred risks with the company's strategic options for risk assumption; v) control mechanisms for executing measures for adopted risk management and its effectiveness; vi) adoption of internal mechanisms for information and communication on various components of the system and of risk-warning ; vii) periodic assessment of the implemented system and the adoption of the amendments that are deemed necessary. |
Yes | Internal control and risk management systems are described in point II.5. |
| 14 | II.1.1.3 The Board of Directors shall ensure the establishment and functioning of the internal control and risk management systems. The Supervisory Board shall be responsible for assessing the functioning of said systems and proposing the relevant adjustment to the company's needs. |
Yes | The responsibilities of Novabase's managing board (namely establishment and functioning) and supervisory board (namely assessment and proposed adjustment) with regard to internal control and risk management systems are described in point II.6. |
| 15 | II.1.1.4 Companies shall: i) identify the main economic, financial and legal risks that the company is exposed to during the exercise of its activity; ii) describe the performance and efficiency of the risk management system, in its Annual Report on Corporate Governance. |
Yes | Primary economic, financial and legal risks are outlined in point II.7. The performance and efficiency of the risk management system is described in point II.5. |
| 16 | II.1.1.5 The Board of Directors and the Supervisory Board shall establish internal regulations and shall have these disclosed on the company's website. |
Yes | As stated in point II.7., Novabase's Board of Directors and Audit Committee have operating regulations, which are published at Novabase's website. |
| II.1.2 GOVERNANCE INCOMPATIBILITY AND INDEPENDENCE |
| 17 | II.1.2.1 The Board of Directors shall include a number of non-executive members that ensure the efficient supervision, auditing and assessment of the executive members' activity. |
Yes | The composition of the Board of Directors includes an adequate number of non-executive directors (exceeding one-third of the total); three of them are independent, and are part of the Audit Committee. These independent directors monitor and assess the management of the Company on a continuous basis. They are empowered to propose the appointment of external auditors, supervise the implementation of Novabase's strategic and budgetary plan each year, and monitor the activities of the Executive Committee in performing its duties involving the day-to-day running of Novabase. (see point II.14.) |
|---|---|---|---|
| 18 | II.1.2.2 Non-executive members must include an adequate number of independent members. The size of the company and its shareholder structure must be taken into account when devising this number and may never be less than a fourth of the total number of Directors. |
Yes | Novabase's Board of Directors currently includes three independent non-executive directors (around 27% of the total number of managing board members). (see point II.14.) |
| 19 | II.1.2.3 The independency assessment of its non executive members carried out by the Board of Directors shall take into account the legal and regulatory rules in force concerning the independency requirements and the incompatibility framework applicable to members of other corporate boards, which ensure orderly and sequential coherence in applying independency criteria to all the company. An independent executive member shall not be considered as such, if in another corporate board and by force of applicable rules, may not be an independent executive member. |
Yes | The independency assessment of non-executive directors takes the independency requirements and applicable incompatibility framework into account, specifically ensuring the orderly and sequential coherence in applying independency criteria to all the company (see point II.15) |
| II.1.3 ELIGIBILITY CRITERIA FOR APPOINTMENT | |||
| 20 | II.1.3.1 Depending on the applicable model, the Chairman of the Audit Board, the Audit Committee or the Financial Matters Committees shall be independent and be adequately capable to carry out its duties. |
Yes | The three members of the Auditing Committee are independent, and are adequately capable of performing these duties. (see point II.21.) |
| 21 | II.1.3.2 The selection process of candidates for non-executive members shall be structured so as prevent interference by executive directors. |
Yes | Candidates for non-executive director positions are selected through a process conducted exclusively by shareholders, in which they are nominated for election at the General Meeting of Shareholders via a proposal signed by the company's shareholders, with no interference, at any time during the selection process, from executive directors It should be noted with regard to this matter that, although some executive directors are also qualified company shareholders and signatories of the shareholders' agreement referred to in point III.5 of this report, the scope of this recommendation seems to revolve solely around the need to prevent executive directors from influencing the selection process for non executive directors, and does not seek to limit the exercising of |
| inherent shareholder rights. As such, the ability of shareholders, as shareholders, to influence the process of selecting candidates for non-executive director positions seems to be irrelevant in this regard. Notwithstanding the above, it should also be noted that, even if the fact that some executive directors are also shareholders did apply for the purposes of this recommendation, the directors in question are only three to five members of the Executive Committee; the two executive directors who are not in this situation do not have any influence or involvement in the process of selecting candidates for non-executive director positions, clearly demonstrating that any involvement of people performing executive duties in this selection process is in no way related to the performance of these duties. Moreover, these executive directors own only 41.69% of the shares covered by the terms and conditions of the shareholders' agreement in force on 31 December 2011; as such, they were not in a position, by themselves, to have any decisive factual influence in the process of selecting non-executive directors |
|||
|---|---|---|---|
| II.1.4 POLICY ON THE REPORTING OF IRREGULARITIES | (see point II.16). | ||
| 22 | II.1.4.1 The company shall adopt a policy whereby irregularities occurring within the company, are reported. Such reports should contain the following information: i) the means through which such irregularities may be reported internally, including the persons that are entitled to receive the reports; ii) how the report is to be handled, including confidential treatment, should it be required by the reporter. |
Yes | Employees and other Novabase stakeholders have access to a direct and confidential channel for reporting any practice that appears to be improper and/or irregular in any way, whatever it may be, having occurred at Novabase, with the guarantee of confidentiality. (see point II.35.) |
| 23 | II.1.4.2 The general guidelines on this policy should be disclosed in the corporate governance report. |
Yes | The general guidelines on this policy are disclosed in the corporate governance report. (see point II.35.) |
| II.1.5 REMUNERATION | |||
| 24 | III.1.5.1 The remuneration of the Members of the Board of Directors shall be structured such that the formers' interests are capable of being aligned with the long-term interests of the company. Furthermore, the remuneration shall be based on performance assessment and shall discourage taking on excess risk. Thus, remunerations shall be structured as follows: |
No1 | The remuneration policy of members of the corporate bodies was defined in the beginning of the term corresponding to the 2009- 2011 triennium and as such it was deliberated not to carry out any change in 2011 to this policy. |
| i) The remuneration of the Board of Directors carrying out executive duties shall include a variable element which is determined by a |
No | The remuneration of executive directors (and of |
1 Novabase understands that recommendation no. II.1.5.1. is a generic recommendation, divided into several "subrecommendations". As such, Novabase believes that to comply with recommendation no. II.1.5.1, all of its respective sub-recommendations must be completely fulfilled, which is not the case. However, in view of the diverse issues covered by these "sub-recommendations", Novabase believes that the fulfilment of each "sub-recommendation" and its applicability to Novabase should be assessed individually and separately, as shown in the above table. In addition, an analysis of the unfulfilled "sub-recommendations" should serve as justification for the failure to fulfil the generic recommendation in its entirety.
| performance assessment carried out by the company's competent bodies according to pre established quantifiable criteria. Said criteria shall take into consideration the company's real growth and the actual wealth generated for the shareholders, its long-term sustainability and the risks taken, as well as compliance with the rules applicable to the company's activity. |
some non-independent, non executive directors) depends on an organizational performance assessment for the year in question, and correlates with the responsibility and performance of each director in particular. This assessment is conducted by the Remuneration Committee, in accordance with criteria approved by the shareholders. The policy currently adopted by Novabase does not establish the assessment of the performance of executive directors to consider specifically the long term sustainability of the company and the wealth created or the risks undertaken. The remuneration policy of members of the corporate bodies was defined in the beginning of the term corresponding to the 2009- 2011 triennium and as such it was deliberated not to carry out any change in 2011 to this policy. (see points II.32 and II.33 a), b) and c)). |
|
|---|---|---|
| ii) The variable component of the remuneration shall be reasonable overall as regard the fixed component of the remuneration, and maximum limits shall be set for all components. |
No | The relative importance of directors' variable and fixed remuneration components is shown in the table in point II.31. Moreover, the limits established for the fixed (limit of […]), variable cash (limit of […]) and variable options (limit determined based on prior plan for options to allot shares) components are described in point II.33 d) |
| iii) A significant part of the variable remuneration shall be deferred for a period not less than three years and its payment shall depend of the company's steady positive performance during said period. |
Yes | The variable remuneration in cash paid in 2011 corresponds to just 50% of the 1st part of the variable remuneration due for 2010. The remaining 50% of this part is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period (see point II.32). Furthermore, there exists the possibility of deferring the variable portion of the remuneration paid through the stock option plan, namely when the options are not exercised until their last maturity date, i.e. 3 years after the commencement of the directors' |
| terms of office, which must always occur for at least 1/3 of the options attributed. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired). Part of this variable remuneration component is tied to positive company performance over the applicable lifetime of the plan for options to allot shares; this is described in further detail in point II.32. |
||
|---|---|---|
| (iv) Members of the Board of Directors shall not enter into contracts with the company or third parties that will have the effect of mitigating the risk inherent in the variability of the remuneration established by the company. |
Yes | The company has no information regarding the signing of contracts aimed at mitigating the risk inherent in the variability of the remuneration, namely hedging or risk transfer contracts (see point II.33 g)) |
| (v) The Executive Directors shall hold until the end of their term of office, up to twice the value of the total annual remuneration, the company shares that were allotted by virtue of the variable remuneration schemes, with the exception of those shares that are required to be sold for the payment of taxes on the gains of said shares. |
n/a | This recommendation does not apply; since no options were exercised on the maturity date of Batch 1 of options under the current stock option plan (as stated in point III.10), the Novabase directors participating in this plan have not accessed any shares under variable remuneration schemes (see point II.33 g)) |
| (vi) When the variable remuneration includes stock options, the period for exercising same shall be deferred for a period of not less than three years; |
No | The options attributed under the current stock option plan include three batches; only the third of these has a deferred maturity date of three years (see point III.10) Since the remuneration policy for corporate board members was established at the start of the three-year term of 2009-2011, any changes to these remuneration terms during this time period would be inappropriate. |
| (vii) The appropriate legal instruments shall be established such that in the event of a Director's dismissal without due cause, the envisaged compensation shall not be paid out if the dismissal or termination by agreement is due to the Director's inadequate performance. |
No | There are no contractual restraints for compensation owed for undue dismissal of executive directors, as per legal rules. In Novabase's opinion, since management positions are remunerated, with a mandatory legal ceiling on compensation for dismissal without due cause, and in view of the protection of expectations principle, there |
| performance without justified |
|---|
| compensation in the event of |
| directors passed in the 2011 responsibilities in the Group, the duties actually performed the members of the Board of Directors is structured so as |
| A statement on the remuneration policy of the Board of Directors and |
| Supervisory Board is annexed to this report, as referred to in point |
| reduce the maximum legal compensation amount to a mandatory legal ceiling on Even if contractual limits for measures were considered 2009-2011. (see point II.33 The remuneration policy for although without executive remuneration structure are remuneration according to Group, the remuneration of to align their interests with those of the company (see |
| baseline for setting the remuneration ii) the payments for the dismissal or termination by agreement of the Directors' duties. |
directors' remuneration is established without taking other companies' (or groups of companies') remuneration policies or practices as a baseline, and that no payments were made for the or consensual termination or dismissal of directors in 2011. |
||
|---|---|---|---|
| 26 | II.1.5.3 The remuneration policy statement referred to in Article 2 of Law No. 28/2009 shall also include the directors' remunerations which contain an important variable component, within the meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy presented shall particularly take into account the long-term performance of the company, compliance with the rules applicable to its business and restraint in taking risks. |
n/a | Pursuant to point II.29, only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248- B/3 of the Securities Code. |
| 27 | II.1.5.4 A proposal shall be submitted at the General Meeting on the approval of plans for the allotment of shares and/or options for share purchase or further yet on the variations in share prices, to members of the Board of Directors and Supervisory Board and other managers within the context of Article 248/3/B of the Securities Code. The proposal shall mention all the necessary information for its correct assessment. The proposal shall contain the regulation plan or in its absence, the plan's general conditions. The main characteristics of the retirement benefit plans established for members of the Board of Directors and Supervisory Board and other managers within the context of Article 248/3/B of the Securities Code, shall also be approved at the General Meeting. |
Yes | To date, Novabase has implemented 4 plans for options to allot, subscribe and/or purchase shares, which have always been approved at General Meetings of Shareholders. The Plan for the triennium 2012-2014 shall se submitted to approval by the shareholders on the next General Meeting of Shareholders (see point I.17 and III.10.) There are no retirement benefit plans for members of the management and supervisory boards or other directors of Novabase (see points I.18 and II.31). |
| 28 | II.1.5.6 At least one of the Remuneration Committee's representatives shall be present at the Annual General Meeting of Shareholders. |
Yes | Francisco Luís Murteira Nabo, as Chairman of the Remuneration Committee was present at the 2011 General Meeting of Shareholders (see point I.15). |
| 29 | II.1.5.7. The amount of remuneration received, as a whole and individually, in other companies of the group and the pension rights acquired during the financial year in question shall be disclosed in the Annual Report on Corporate Governance. |
n/a | This recommendation ceased with the new duties of information disclosure established by art. 3 of CMVM Regulation nº 1/2010. Nevertheless, Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group. There are no supplementary pension or early retirement schemes for Novabase directors (see point II.31). |
| II.2. BOARD OF DIRECTORS | |||
| 30 | II.2.1 Within the limits established by Law for each Management and Supervisory structure, and unless the company is of a reduced size, the Board of Directors shall delegate the day-to-day running and the delegated duties should be identified in the Annual Report on Corporate Governance. |
Yes | The Board of Directors has delegated the day-to-day running of the company to the Executive Committee. (see point II.3.) |
| 31 | II.2.2 The Board of Directors shall ensure that the company acts in accordance with its goals, and |
Yes | Novabase's Board of Directors does not delegate any of these |
| should not delegate its duties, namely in what concerns: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. |
responsibilities. (see point II.3.) | ||
|---|---|---|---|
| 32 | II.2.3 Should the Chairman of the Board of Directors carry out executive duties, the Board of Directors shall set up efficient mechanisms for coordinating non-executive members that can ensure that these be able to decide in an independent and informed manner, and furthermore shall explain these mechanisms to the shareholders in the corporate governance report. |
n/a | - |
| 33 | II.2.4 The annual management report shall include a description of the activity carried out by the non executive Board Members and shall mention any restraints encountered. |
Yes | A summary of the activity carried out by the non-executive directors, who encountered no restraints in this regard, is attached to this report. (see point II.17.) |
| 34 | II.2.5. The company shall mention its rotation of functions policy on the Board of Directors, including the person responsible for the financial function, and report on same in the Annual Corporate Governance Report. |
Yes | Novabase currently has no formal rotation of functions policy for Board of Directors, specifically with regard to the individual in charge of the financial function. Meanwhile, it should be noted that, although no formal policy exists in this regard, Novabase has significantly and frequently rotated the holders of executive positions, as described in point II.11. |
| II.3 CHIEF EXECUTIVE OFFICER (CEO), EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS |
|||
| 35 | II.3.1 When Directors that carry out executive duties are requested by other Board Members to supply information, the former shall do so in a timely manner and the information supplied must adequately suffice the request made. |
Yes | All the information requested by the various corporate boards was supplied by the Novabase executive directors in a timely and suitable fashion. (see point II.3.) |
| 36 | II.3.2 The Chairman of the Executive Committee shall send the convening notices and minutes of the meetings to the Chairman of the Board of the Directors and, when applicable, to the Chairman of the Supervisory Board or the Audit Committee. |
Yes | The Chairman of the Novabase Executive Committee is responsible for submitting the minutes of the Executive Committee meetings to the Chairman of the Board of Directors and Chairman of the Auditing Committee. In addition, the Chairman of the Board of Directors may attend |
| Executive Committee meetings, without voting rights, and also receives the respective meeting notices for this purpose, which are also sent to the Chairman of the Auditing Committee. Lastly, all remaining non executive directors receive these minutes as well. (see point II.13.) |
| II.4. GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE, AUDIT COMMITTEE AND AUDIT BOARD |
||||
|---|---|---|---|---|
| 38 | II.4.1 Besides carrying out its supervisory duties, the General and Supervisory Board shall advise, follow-up and carry out an on-going assessment on the management of the company by the Executive Board of Directors. Besides other subject matters, the General and Supervisory Board shall decide on: i) the definition of the strategy and general policies of the company; ii) the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. |
n/a | - | |
| 39 | II.4.2 The annual reports and financial information on the activity carried out by the General and Supervisory Committee, the Financial Matters Committee, the Audit Committee and the Audit Board shall be disclosed on the company's website together with the financial statements. |
Yes | The annual report on the activity carried out by the Auditing Committee is subject to publication on Novabase's website. (see point II.4.) |
|
| 40 | II.4.3 The annual reports on the activity carried out by the General and Supervisory Board, the Financial Matters Committee, the Audit Committee and the Audit Board shall include a description on the supervisory activity and shall mention any restraints that they may have come up against. |
Yes | See the 2011 Audit Committee Activity Report annex (referred to in point II.4). |
|
| 41 | II.4.4 The General and Supervisory Board, the Auditing Committee and the Board of Auditors (depending on the applicable model) shall represent the company for all purposes at the external auditor, and shall propose the services supplier, the respective remuneration, ensure that adequate conditions for the supply of these services are in place within the company, as well as being the liaison officer between the company and the first recipient of the reports. |
Yes | The Audit Committee, under its operating regulations, has the capacities, duties and responsibilities described in this recommendation (see point II.3.) |
|
| 42 | II.4.5 According to the applicable model, the General and Supervisory Board, Audit Committee and Board of Auditors shall assess the external auditor on an annual basis and advise the General Meeting that he/she be discharged whenever justifiable grounds are present. |
Yes | Each year, in the annex of its Activity Report, the Audit Committee assesses the external auditor (see point II.4.). To date, there has been no need to justifiably dismiss any entity performing the duties of external auditor; the General Meeting of Shareholders would not be responsible for such dismissal (see point II.24). |
|
| 43 | II.4.6. The internal audit services and those that ensure compliance with the rules applicable to the company (compliance services) shall functionally report to the Audit Committee, the General and Supervisory Board or in the case of companies adopting the Latin model, an independent director or Board of Auditors, regardless of the hierarchical relationship that these services have with the executive management of the company. |
No | Novabase does not submit these services to a direct reporting to the Audit Committee, adopting a system which renders the control of constraints more agile, through a Chief Risk Officer (CRO) to whom these services report in what concerns risk prevention and management. The CRO has the duty to report to the Chairman of the Board of Directors and there have been established meetings between the CRO the Audit Committee and the Chairman of the Board of Directors at least once a trimester (see point II.6) |
|
| II.5. SPECIAL COMMITTEES |
| 44 | II.5.1 Unless the company is of a reduced size and depending on the adopted model, the Board of Directors and the General and Supervisory Committees, shall set up the necessary Committees in order to: i) ensure that a competent and independent assessment of the Executive Directors' performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; ii) study the adopted governance system and verify its efficiency and propose to the competent bodies, measures to be carried out with a view to its improvements; iii) in due time identify potential candidates with the high profile required for the performance of director's duties. |
No | Novabase has a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee; the former assesses the performance of the Board of Directors itself, and of all of its committees. In view of the specific characteristics of the governance model adopted by the company and its size, the shareholders themselves have ensured a suitable definition of the profile of potential candidates for director positions. Notwithstanding the above, it should be noted that when executive directors must be replaced, the company has a procedure in place under which the Executive Committee Chairman and the Executive Committee as a whole identify potential candidates (internal or external) to be designated under this replacement, submitting their names to the company boards legally responsible for the replacement, or communicating these names to shareholders interested in submitting, to the General Meeting of Shareholders, a respective proposal for election to the Board of Directors, when applicable (see point II.36.). |
|---|---|---|---|
| 45 | II.5.2 Members of the Remuneration Committee or alike shall be independent from the Members of the Board of Directors and include at least one member with knowledge and experience in matters of remuneration policy. |
No | Members of the Remuneration Committee are independent from the members of the Board of Directors, pursuant to the generally accepted criteria for gauging the independence between the members of these two committees. However, in view of Recommendation No. II.5.3. of the 2010 Corporate Governance Code, one member may be considered a non-independent member of the Remuneration Committee in relation to the members of Novabase's Board of Directors. Notwithstanding the above, Novabase wishes to emphasize that since the Remuneration Committee's current members were appointed to their positions for the three-year period of 2009-2011, it seems inappropriate to make any changes at this time to this committee's composition before the end of the current term. (see section V) |
| 46 | II.5.3 Any natural or legal person that provides or has provided, over the past three years, services to any structure subject to the Board of Directors, to the Board of Directors of the company or that has to do with the current consultant to the |
Yes | None of these situations apply to the entities contracted to support the Remuneration Committee (see point II.39). |
| company shall not be recruited to assist the Remuneration committee. This recommendation also applies to any natural or legal person who has an employment contract or provides services. |
|||
|---|---|---|---|
| 47 | II.5.4 All the Committees shall draw up minutes of the meetings held. |
Yes | The corporate boards and specialized committees draw up their own meeting minutes (see point II.13). |
| III. INFORMATION AND AUDITING | |||
| III.1 GENERAL DISCLOSURE DUTIES | |||
| 48 | III.1.1 Companies shall maintain permanent contact with the market thus upholding the principle of equality for shareholders and ensure that investors are able to access information in a uniform fashion. To this end, the company shall create an Investor Assistance Unit. |
Yes | Novabase provides permanent support to the capital market. The Investor Relations Office represents Novabase in its dealings with the CMVM and investors, including contact with private and institutional, foreign and Portuguese investors. The office provides information through Novabase's website, with links of interest for investors containing relevant information by investor profile (financial information, financial calendar, reserved information, area reserved for General Meetings of Shareholders and the postal/electronic voting model – the latter available since 2006 – among others). (see point III.16.) |
| 49 | III.1.2 The following information that is made available on the company's Internet website shall be disclosed in the English language: a) The company, public company status, headquarters and remaining data provided for in Article 171 of the Commercial Companies Code; b) Articles of Association; c) Credentials of the members of the Board of Directors and the Market Liaison Officer; d) Investor Assistance Unit – its functions and access tools; e) Accounts Reporting documents; f) Half-Yearly Calendar on Company Events; g) Proposals sent through for discussion and voting during the General Meeting of Shareholders; h) Notices convening General Meetings of Shareholders. |
Yes | This information is available in Portuguese and English on Novabase's website (www.novabase.pt) (see point III.16). |
| 50 | III.1.3. Companies shall advocate the rotation of auditors after two or three terms for four or three year terms, respectively. Their continuance beyond this period must be based on a specific opinion by the supervisory board that expressly considers the conditions of auditor independence and the benefits and costs of replacement. |
Yes | See point III.18 |
| 51 | III.1.4. The external auditor must, within its powers, verify the implementation of remuneration policies and systems, the efficiency and functioning of internal control mechanisms and report any shortcomings to the company's supervisory board. |
Yes | The external auditor assumes these duties, as described in point III.17. |
| 52 | III.1.5. The company shall not recruit the external auditor for services other than audit services, nor any entities with which same takes part or incorporates the same network. Where contracting such services is called for, said services should not be greater than 30% of the total value of services rendered to the company. The hiring of these services must be approved by the supervisory board and must be expounded in the Annual Corporate Governance Report. IV. CONFLICTS OF INTEREST |
Yes | Services contracted other than auditing services are described in point III.16; these are subject to approval by the Auditing Committee, and did not exceed 10% of all auditing services in value (see point III.17). |
| IV.1 SHAREHOLDER RELATIONSHIP | |||
|---|---|---|---|
| 53 | IV.1 Where deals are concluded between the company and shareholders with qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be carried out in normal market conditions. |
Yes | No business deals or transactions were conducted between the company and owners of qualified holdings, or entities in any way related to them, outside of normal market conditions (see point III.12). |
| 54 | IV.1.2 Where deals of significant importance are undertaken with holders of qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be subject to a preliminary opinion from the supervisory board. The procedures and criteria required to define the relevant level of significance of these deals and other conditions must be established by the supervisory board. |
Yes | In order to establish rules to ensure the effective, rigorous and agile participation of the Auditing Committee in this regard, a regulation was passed on 31 March 2011 to submit significant business deals with qualified shareholders, or with entities in any way related to them, pursuant to article 20 of the Securities Code, to the prior opinion of the Auditing Committee, in accordance with the procedures and criteria described in point III.13. |
At the General Meeting of Shareholders held on 12 April 2007, Novabase shareholders approved adoption of the Anglo-Saxon governance model, which includes a Board of Directors, an Audit Committee consisting of directors and elected by the General Meeting of Shareholders, and a Statutory Auditor. The corporate governance structure adopted by Novabase also includes a Remuneration Committee that establishes the remuneration of the members of all of the company's corporate boards, except for itself. Subsequent to the General Meeting of Shareholders' approval of the current corporate governance model, the Board of Directors created an Executive Committee to which it has delegated Novabase's day-to-day running. In addition, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee.
The non-executive members of the Board of Directors have monitored the Executive Committee's activities, supported by the specialized committee mentioned above (the Board of Directors Performance Assessment Committee) since the 2009 General Meeting of Shareholders. Similarly, members of the Board of Directors have reflected on the adopted corporate governance system, also supported by a specialized committee (the Corporate Governance Assessment Committee) since the 2009 General Meeting of Shareholders. In these activities, the role of the Chairman of the Board of Directors has been essential in terms of the attention given to the operation of Novabase's corporate governance system, with a concern for ensuring that non-executive members of the Board of Directors receive information on the activities of the Executive Committee through the distribution of Executive Committee meeting minutes, answering all of the non-executive directors' questions and scheduling all issues requiring the Board of Directors' attention at its meetings.
Additionally, the Non Executive Directors annually assess the performance of the Governance model and the company in general, issuing a report which is an annex to this document.
Taking into account the various contributions received, particularly from the Corporate Governance Assessment Committee, together with the assessment that the members of the Board of Directors have made of the company's governance model, the Board believes that the Novabase governance model has adequately performed its corporate governance functions, having shown to be suited to the company's needs and size, no hindrances having been found in terms of its functioning.
Notwithstanding the above, it should be noted that Novabase bore in mind the provisions of Recommendation no. II.5.1 of the Corporate Governance Code, under which (unless the company's small size dictates otherwise) committees should be created to identify, in a timely manner, potential candidates with the high profile needed for the position of director.
Novabase did not implement any specialized committee to this end, in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions and selection of members to be elected by shareholders.
The General Meeting of Shareholders is Novabase's highest decision-making body.
The General Meeting of Shareholders met once in 2011 (on May 5) to examine, discuss and vote on the following matters:
At this General Meeting of Shareholders, shareholders representing more than 72% of share capital were in attendance. Point 3 was rejected by more than 67% of the votes; as a result, point 4 was not put up for voting. The remaining points were approved by more than 65% of the votes. The voting on point 5 of the agenda on the general assessment of the managing and supervisory boards was done separately, with the initial voting on the assessment of management and the second on the assessment of supervisory boards.
The officers of the Novabase General Meeting of Shareholders for the triennium 2009-2011 are Chairman António Manuel de Carvalho Ferreira Vitorino and Secretary Maria José Santana.
The Chairman of the General Meeting of Shareholders has the necessary and appropriate means to exercise his duties, having access to a work room and secretarial services at the company. In addition, the Chairman of the General Meeting of Shareholders has 10 people (7 of whom are from the company's staff) at his disposal dedicated to work specifically on the organization and management of the General Meeting of Shareholders.
The Chairman and Secretary of the General Meeting of Shareholders were elected at the General Meeting of Shareholders of 28 April 2009, both for the three-year term from 2009-2011. Both end their term of office on 31 December 2011, but continue to perform their duties until new members are appointed, under the terms of article 8 (2) of the company's articles of association.
The Chairman of the General Meeting of Shareholders is remunerated according to attendance in the amount of €1,000.
As regards this point, it must be noted that, with the entry into force of Decree Law no. 49/2010 of 19 May, which introduced a number of changes to the Commercial Companies Code and Securities Code, namely regarding rules for preparing and holding General Meetings of Shareholders for issuers of securities admitted to trading in regulated markets, the former system for blocking shares to participate in the General Meeting of Shareholders has been replaced by the current registry date system.
Under these terms, and in compliance with this legislative change, Novabase's General Meeting of Shareholders of 5 May 2011 made changes to the company's articles of association (specifically, article 9 [2] and [4]) to adapt them to the new legal provisions.
According to the new wording of the articles of association, Novabase shareholders wishing to participate in the General Meeting of Shareholders must:
(i) Have registered, in a securities account opened in their name with a financial agent, at 12:00 am (GMT) on the fifth trading day before the date of the General Meeting of Shareholders, shares granting at least one vote by law and by contract; and
(ii) Follow the instructions in notices for the General Meeting of Shareholders regarding the way in which shareholders must prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote, namely the means of sending required information and respective deadlines.
Since the share blocking system has now been replaced by the registry date system, Novabase no longer has rules for the blocking of shares in the event of suspension of the General Meeting of Shareholders.
Pursuant to Article 9 of the company's articles of association, only shareholders with voting rights may attend the General Meeting of Shareholders.
To ensure greater shareholder involvement in the company, particularly through attendance at Novabase's General Meeting of Shareholders, the Board of Directors proposed an amendment to the articles of association, which was approved at the General Meeting of Shareholders of 12 April 2007, by which each share would correspond to one vote. As such, under the terms of the current wording of Article 9 (5) of the Novabase articles of association, one share corresponds to one vote.
This ensures a proportional balance between voting rights and shareholder involvement, using the preferential method referred to in Recommendation no. I.3.3 of the Corporate Governance Code.
There are no articles of association rules which envisage the existence of shares that do not confer voting rights or which enable voting rights over a certain number not to be counted, when issued by a single shareholder or shareholders related thereto.
Novabase has encouraged shareholders to participate and exercise their voting rights at General Meetings of Shareholders, namely by allowing, through its articles of association, shareholder representation by means of a letter addressed to the chairperson of the General Meeting of Shareholders at least three days before the date set for the meeting.
Furthermore, following the entry into force of Decree Law no. 49/2010 of 19 May, which amended article 380 (1) of the Commercial Companies Code, Novabase's General Meeting of Shareholders held on 5 May 2011 made changes to the articles of association to allow shareholders to be legally represented at General Meetings of Shareholders, without specification or limitation of any kind 2.
2 The company's articles of association stated that shareholders could be represented at General Meetings of Shareholders by their spouses, parents or offspring, by another shareholder or by a member of the Board of Directors. However, the current wording of article 380 (1) of the Commercial Companies Code states that the memorandum of association may not even limit (much less prohibit) shareholders' participation in the General Meeting of Shareholders via a representative. As such, Novabase believed it was appropriate to amend its articles of association to unequivocally comply with the new provision of the Commercial Companies Code.
Proxy forms will be provided to shareholders in a timely fashion on the Novabase website (www.novabase.pt).
Moreover, as stated in point I.4. of this report, with the entry into force of Decree Law no. 49/2010 of 19 May, the current wording of the articles of association stipulates that Novabase shareholders wishing to participate in the General Meeting of Shareholders must:
(i) Have registered, in a securities account opened in their name with a financial agent, at 12:00 am (GMT) on the fifth trading day before the date of the General Meeting of Shareholders, shares granting at least one vote by law and by contract; and
(ii) Follow the instructions in notices for the General Meeting of Shareholders regarding the way in which shareholders must prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote, namely the means of sending required information and respective deadlines.
Along these lines, it should be noted that the provisions of Article 9 (5) of Novabase's articles of association – which state that one share corresponds to one vote – remain in effect.
If the shares are jointly owned, only a common representative, or his/her representative, may participate in the General Meeting of Shareholders.
Novabase shareholders may also exercise their right to vote by post and by electronic means, as further explained below.
In any case, only those votes (issued by representative, legal representative or electronic means) from shareholders for which information has been received on the financial intermediary with which a securities account has been opened are considered, in accordance with the above terms.
Under Article 10 of the articles of association, the General Meeting of Shareholders deliberates subsequent to a first notice or a second one, making decisions by a majority of the votes issued, notwithstanding the requirement of qualified majority in the cases provided for by law and under the current articles of association.
As such, the constitutive and decision-making quorum for the General Meeting of Shareholders stipulated in the Novabase articles of association is no different from that stipulated in the Commercial Companies Code.
Moreover, it should be noted that no systems related to asset content rights have been implemented.
Article 9 (9) of the Novabase articles of association governs postal voting.
Shareholders with voting rights may, according to Article 22 of the Securities Code, exercise them by post. The invitations to the General Meeting of Shareholders contain the rules for postal votes, i.e. the requirement that they must be handed in personally at the company's registered office or sent by registered post and received by the third working day prior to the General Meeting of Shareholders. The voting form must be signed by the shareholder and should clearly indicate his or her vote on each item on the meeting's agenda. A legible photocopy of the shareholder's identity card must accompany the voting form. If the shareholder is a legal person, the voting form must be signed by one of its representatives and his or her signature should be notarized in that capacity.
The Chairman of the General Meeting of Shareholders must ensure the authenticity and confidentiality of postal votes until the time of voting.
Votes exercised by post or by electronic means shall be considered as negative votes with regard to any resolution proposals that are presented after the exercise of such votes.
The attendance of the shareholder at the General Meeting of Shareholders will result in the revocation of the postal vote.
Novabase provides the postal voting form for the General Meeting of Shareholders on the company's website, www.novabase.pt. These have been available for General Meetings of Shareholders since 2003.
As mentioned above, in accordance with Article 9 (9c) of the Novabase articles of association, voting forms must be placed in a sealed envelope addressed to the Chairman of the General Meeting of Shareholders, delivered by hand to the company's registered office, or delivered to this office by registered mail by the third working day preceding the date of the General Meeting of Shareholders.
Shareholders with voting rights may vote electronically. The rules to be followed for this method of voting (and the means for shareholders to prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote) can be found in the notices convening the General Meetings of Shareholders.
Electronic voting can be done via the company's website (www.novabase.pt). Shareholders with voting rights must register on this site and send a letter to Novabase, before the day of the respective General Meeting of Shareholders, drawn up according to the model given on the site. It must be addressed to the Chairman of the General Meeting of Shareholders, and the signature must be duly notarized (or, in the case of individuals, the signature must be accompanied by a photocopy of the respective identity card). After the aforementioned letter has been sent, Novabase will send the authorization and electronic voting instructions to the email address provided by the shareholder at the time of registration. Electronic voting may take place in the period stipulated in the notice convening the General Meeting of Shareholders.
Novabase's company website normally has additional instructions on electronic voting (also mentioned in meeting notices).
Votes exercised by electronic means will be considered as negative votes with regard to any resolution proposals that are presented after the exercise of such votes.
The attendance of the shareholder at the General Meeting of Shareholders will result in the revocation of the electronic vote.
A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders.
At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders.
Novabase maintains a collection of past minutes, including information about the number of people present, number of shareholders represented and the number of institutional investors present, as well as the meetings' agendas and the decisions taken at meetings held over the past three years.
Since the 2010 financial year, Novabase has also provided information on voting results at the General Meeting of Shareholders.
Francisco Luís Murteira Nabo, as Chairman of the Remuneration Committee, was present at the 2011 General Meeting of Shareholders.
As regards the intervention of the Novabase General Meeting of Shareholders concerning the remuneration of the board of directors, since it was introduced as a CMVM recommendation regarding the governance of listed companies in November 2005, this corporate board has assessed and decided on the documents prepared by the Remuneration Committee, either as a separate item on the agenda or as an annex to the management report, and containing the guidelines to be followed by this committee in the following year or for the period deemed most appropriate.
With regard to assessing the performance of the members of the Board of Directors, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, a Board of Directors Performance Assessment Committee was established with the following powers: (i) Assist the Board of Directors in the assessment of its overall performance; (ii) Assess the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals; (iii) Assess the performance of the Board of Directors' other specialized committees, namely the Audit Committee, Corporate Governance Assessment Committee and its own performance. To carry out its duties, the Board of Directors Performance Assessment Committee asks other committees for a self-evaluation of their own performance, and submits an annual written evaluation report on the performance of the Board of Directors and of these committees before the date of the Board of Directors' approval of the annual report and accounts.
In addition to the assessment method described above, and prior to the establishment of this Board of Directors Performance Assessment Committee, the activity of executive directors was monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors, who is responsible for providing information regarding the company's business required to ensure monitoring of the activity of the executive directors. This monitoring of executive directors by non-executive directors continues to be a current practice at Novabase.
Lastly, it is important to point out that only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248-B (3) of the Securities Code; as such, there is no separate information to be disclosed in this regard.
I.17 Information of the intervention by the General Meeting of Shareholders on matters concerning the proposal on the share allocation plan, and/or stock option plans, or based on share price fluctuations, the members of the Board of Directors, Supervisory Board and other Directors, within the meaning of Article 248-B (3) of the Securities Code together with the details provided to the General Meeting of Shareholders for the purposes of correctly assessing said plans
All four plans for options to allot, subscribe for and/or purchase shares implemented at Novabase since 2000 have been subject to the approval of the General Meeting of Shareholders.
On 28 April 2009, the General Meeting of Shareholders approved a plan for the option to allot shares to members of Novabase's Board of Directors, for the years 2009 to 2011, under the terms described in greater detail in point III.10 of this corporate governance report. The complete version of the proposed regulations for this plan was provided to the General Meeting of Shareholders so that shareholders could properly evaluate it.
I.18 Information of the intervention by the General Meeting of Shareholders on matters concerning the approval of the main features of the retirement benefit system as enjoyed by the members of the Board of Directors, Supervisory Board and other Directors, within the meaning of Article 248-B (3) of the Securities Code
As stated in point II.31 of this report, the company has adopted no retirement benefit system for members of managing boards. Moreover, no such system applies to members of supervisory boards. As stated earlier, only Novabase's directors are considered managers, pursuant to Article 248-B (3) of the Securities Code.
I.19 Existence of statutory provision that envisages for a duty to be subject, at least every five years, to a resolution by the General Meeting of Shareholders, for the maintenance or withdrawal of the statutory provision providing for the limitation of the number of votes capable of being held or exercised by a single shareholder individually or together with other shareholders
Novabase's articles of association have no statutory provision that envisages a limitation of the number of votes capable of being held or exercised by a single shareholder individually or together with other shareholders. As such, the maintenance or withdrawal of such measures is not subject, at least every five years, to a resolution by the General Meeting of Shareholders.
No measures of this nature exist.
I.21 Significant agreements that the company is a party to and will come into force in the future which can be altered or terminated in the event of a change in the control of the company, along with the respective effects, unless, by their very nature, their disclosure is seriously harmful to the company, except if the company is specifically obliged to disclose such information as a result of legal requirements
These do not exist.
I.22 Agreements between the company and members of the board of directors and administrators under Article 248-B (3) of the Securities Code that provide for compensation in the event of resignation, termination without just cause or termination of the employment relationship following a change in the company's control
These do not exist.
II.1 Identification and composition of the company's corporate boards
The managing and auditing bodies of Novabase are the Board of Directors, the Audit Committee and the Statutory Auditor.
The figure illustrates the composition of the Board of Directors as of 31 December 2011.
| Rogério Santos Carapuça |
|---|
| Luis Paulo Cardoso Salvado |
| João Nuno da Silva Bento |
| Álvaro José da Silva Ferreira |
| Nuno Carlos Dias dos Santos Fórneas |
| Francisco Paulo Figueiredo Morais Antunes |
| Luís Fernando de Mira Amaral |
| Manuel Alves Monteiro |
| João Luis Correia Duque |
| José Afonso Oom Ferreira de Sousa |
| Joaquim Sérvulo Rodrigues |
| Pedro Miguel Quinteiro Marques Carvalho |
On 31 December 2011 the Audit Committee was comprised of Luís Fernando de Mira Amaral (Chairman), Manuel Alves Monteiro (member) and João Luís Correia Duque (member). All members of the Audit Committee are non-executive and independent from the Board of Directors.
On 31 December 2011 the Novabase statutory auditing body had as its active member the official auditing firm Price Waterhouse Coopers & Associados - SROC, represented by Jorge Manuel Santos Costa or Ana Maria Ávila de Oliveira Lopes Bertão, and with César Abel Rodrigues Gonçalves as substitute statutory auditor.
Within the scope of the committees equipped with corporate administrative qualifications, the Board of Directors has created the Executive Committee following the General Meeting of Shareholders' approval of the current corporate governance model, being the body to which the day-to-day management has been delegated. On 31 December 2011, the Executive Committee was comprised of the following members: Luís Paulo Cardoso Salvado (Chairman), João Nuno da Silva Bento, Álvaro José da Silva Ferreira, Nuno Carlos Dias dos Santos Fórneas and Francisco Paulo Figueiredo Morais Antunes.
During the 2011 financial year, information was provided to the members of the Board of Directors concerning all matters handled and decisions made by the Executive Committee, within the scope of its duties.
In fact, to date, the activity of the Executive Committee has been monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors and the Chairman of the Executive Committee, who is responsible for providing the minutes of the Executive Committee meetings and all additional information regarding the company's business required to ensure monitoring of the activity of the executive directors.
After increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee, whose composition, powers and operating rules are shown below.
The Board of Directors Performance Assessment Committee is comprised of the following members: Rogério Santos Carapuça, Luis Paulo Cardoso Salvado, Luís Fernando de Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques Carvalho.
The Corporate Governance Assessment Committee is comprised of the following members: Rogério Santos Carapuça, Luis Paulo Cardoso Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
As stated above, Novabase bore in mind the provisions of the new Recommendation no. II.5.1 of the Corporate Governance Code, under which (unless the company's small size dictates otherwise) committees should be created to identify, in a timely manner, potential candidates with the high profile needed for the position of director.
Novabase did not create any specialized committee to this end in 2011, in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions via the shareholders themselves, as detailed in point II.36 of this report.
II.3 Organizational structure and functional chart relating to the division of powers among the various boards, committees and/or departments within the company, including information on the scope of the delegation of powers, particularly with regard to the delegation of day-to-day management of the company, or distribution of functions among the members of the Board of Directors or Supervisory Board, and a list of non-delegable matters and powers actually delegated
Novabase was organized into four business areas in 2011:
Novabase has a business model which includes the existence of executives responsible for the main sectors, the respective specialized products and services and the various competencies.
3 Corresponding to Novabase Business Solutions - Soluções de Consultoria, Desenvolvimento, Integração, Outsourcing, Manutenção e Operação de Sistemas de Informação, S.A.
4 Corresponding to Novabase IMS - Infrastructures & Managed Services S.A.
5Corresponding to Novabase Digital TV - Engenharia de Sistemas para TV Interactiva S.A.
6 Corresponding to Novabase Capital - Sociedade de Capital de Risco, S.A.
These sectors are as follows:
In 2011 Novabase has operated in each area and sectors with the following competencies:
Novabase Venture Capital3 combines Novabase's corporate venture function with the area of mergers and acquisitions, and is able to respond to the needs of the other areas in this dominion. It also manages the two venture capital funds aimed at supporting investments in domestic technology-based SMEs.
The first, the Novabase Capital venture capital fund (€7.14 million), was established in 2005 and is owned by IAPMEI/Institute for the Support of Small and Medium Enterprises of the Ministry of the Economy and Innovation (€ 5 million) backed by the PRIME Program, with co-funding from the European Union via the ERDF (European Regional Development Fund), with the remaining €2.14 million held by Novabase Capital.
The second, the Novabase Capital Inovação e Internacionalização venture capital fund, has a maximum provision of €11.36 million, backed by the Support Fund for Financing Innovation (FINOVA) through a contribution of €5 million for the Northern, Central and Alentejo regions from the COMPETE program, and a contribution of €0.5 million for early-stage projects in the Lisbon region from the POR Lisboa program; it is included in the National Strategic Reference Framework (QREN) with co-funding from the European Union via the ERDF. The remaining contribution comes from Novabase Capital, totalling €5.1 million for the Northern, Central and Alentejo regions and €0.76 million for the Lisbon region.
Novabase Capital has also invested €0.3 million in the IStart I venture capital fund, aimed at supporting projects with relevant technology content currently in the proof-of-concept phase, and with a maximum provision of €5 million.
Novabase SGPS and Novabase Serviços control the central functional areas: Human Resources, Finance & Administration, IT, Marketing & Communication and Legal. Novabase SGPS directly controls the investor relations function, including the Investor Relations Office.
3 NOVABASE Capital - Sociedade de Capital de Risco S.A.
4 NOVABASE – Sociedade Gestora de Participações Sociais, S.A.
5 NOVABASE Serviços – Serviços de Gestão e Consultoria, S.A.
Information on the Investor Relations Office can be found in point III.15 of this report.
Each of the aforementioned organizational units corresponds to a company or a group of companies. The attached organizational chart includes all the companies within the consolidation perimeter of Novabase.
The adoption of an Anglo-Saxon corporate governance model was approved at the General Meeting of Shareholders of 12 April 2007. In light of amendments to the Commercial Companies Code under Decree-Law no. 76-A/2006 of 29 March, the Board of Directors submitted a proposal at this General Meeting of Shareholders (which was approved) to change the articles of association so that Novabase could adopt the Anglo-Saxon corporate governance model by institutionalizing the Auditing Committee as a board according to the articles of association for supervising company activities, consequently eliminating the Board of Auditors. In this way, the company's new corporate governance model was comprised of a Board of Directors, an Auditing Committee and a Statutory Auditor.
In addition, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee.
The powers, operation and composition of the General Meeting of Shareholders, Board of Directors, Executive Committee, Auditing Committee and Statutory Auditor, together with those of the Board of Directors Performance Assessment Committee and the Corporate Governance Assessment Committee, are described below. Lastly, the powers, composition and operation of the Remuneration Committee are detailed.
The General Meeting of Shareholders: Novabase's highest decision-making board. This corporate board meets at least once every year to decide on matters for which it is responsible under the law and the articles of association, such as the annual report and accounts, as well as on the proposal for allocation of profits, generally assessing the company's management and auditing and electing the persons it is responsible for electing (along with other matters not falling under the responsibility of other company boards). The General Meeting of Shareholders may only make decisions on matters involving company management at the request of the Board of Directors.
Board of Directors: Responsible for managing activities and ensuring the general interests of the company, exercising all powers under the law and the articles of association, and performing all actions necessary or appropriate toward the pursuit of its corporate purpose. The Board of Directors is fully and exclusively empowered to represent the company. In 2011, it worked entirely within its remit and in compliance with the guidelines laid down and approved for this financial year, which are reflected in this report.
The Board of Directors has general powers to act in pursuit of the company's corporate and business interests, within the confines of the law, the articles of association and the decisions of the General Meeting of Shareholders and, in particular, to:
n) Decide that Novabase may provide collateral, personal guarantees and security in rem;
o) Open or close establishments or major parts thereof;
As part of its management powers, the Board of Directors is responsible for implementing and monitoring a suitable internal control and risk management process, working toward its efficacy. The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by regulatory entities and applicable at any given moment.
The following figure illustrates the composition of the Board of Directors elected for the threeyear period of 2009-2011, together with the primary responsibilities of its members in 2011.
| Rogério dos Santos Carapuça | Chairman of the Board of Directors / Government & Healthcare Sector |
|---|---|
| Luís Paulo Cardoso Salvado | CEO/Aerospace & Transportation Sector / Business Design /Corporate Development /Investor Relations |
| João Nuno da Silva Bento | Venture Capital / Digital TV / Telecoms & Media Sector / Energy & Utilities Sector |
| Álvaro José da Silva Ferreira | CHRO / IMS / Business Solutions / Angola / Outsourcing |
| Nuno Carlos Dias dos Santos Fórneas | CIO / CMO / Financial Services Sector / Manufacturing & Services Sector |
| Francisco Paulo Figueiredo Morais Antunes | CFO / CLO / CRO / Spain |
| Luís Fernando de Mira Amaral | Non-executive and independent |
| Manuel Alves Monteiro | Non-executive and independent |
| João Luis Correia Duque | Non-executive and independent |
| José Afonso Oom Ferreira de Sousa | Non-executive |
| Joaquim Sérvulo Rodrigues | Non-executive |
| Pedro Miguel Quinteiro Marques de Carvalho | Non-executive |
Although the term of the current members of the Board of Directors ended on 31 December 2011, under the terms of article 391 (4) of the Commercial Companies Code, the current directors will remain in their positions until the election of new members to the Board of Directors in Novabase's General Meeting of Shareholders, to be held on 3 May 2012.
The Board of Directors holds regular meetings once per month, and extraordinary meetings whenever called by its Chairman or by two of its members. This company board cannot function without a majority of its active members present; under urgent circumstances, the Chairman may waive this majority when it can be achieved via postal or proxy voting.
In addition to the attendance methods described above, one or more members of the board may participate via teleconferencing, when duly recorded in the minutes. In this case, directors attending remotely via teleconferencing are considered present at the meeting.
Except when a qualified majority is required by law, the decisions of the Board of Directors are
made by simple majority; the Chairman has a casting vote in the event of a tie.
Pursuant to the law, members of the Board of Directors may not vote on matters whose interests conflict with those of Novabase.
Executive Committee: Responsible for the day-to-day running of the company, and may perform all actions required to this end, respecting the powers of the Board of Directors with regard to actions which must be submitted for its approval, namely the matters specified in Article 406 a) through d), f), l) and m) of the Commercial Companies Code. The Executive Committee defines the company's current organizational structure, appoints employees to perform management duties in the corporate boards of this structure and manages all of the company's operating areas.
In accordance with the delegation of powers approved on 27 July 2009, the performance of all actions required for the day-to-day running of the company has been delegated to Novabase's Executive Committee for the three-year period of 2009-2011, including all powers needed or expedient for pursuing the company's corporate purpose and conducting its business, within the confines of the law, namely:
and Communication, Information Systems, Legal, Organizational Development and Investor Relations, excluding internal auditing boards if/when they exist;
In view of the above, no powers have been delegated involving matters where the Board of Directors must ensure that the company acts in accordance with its objectives, namely: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved.
The Executive Committee was first created by the Board of Directors in 2006, and on 31 December 2011 consisted of the following members, who have been assigned the jurisdictions and responsibilities indicated below:
| Luís Paulo Cardoso Salvado | CEO / Aerospace & Transportation Sector / Business Design / Corporate Development / Investor Relations |
|---|---|
| João Nuno da Silva Bento | Venture Capital / Digital TV / Telecoms & Media Sector / Energy & Utilities Sector |
| Álvaro José da Silva Ferreira | CHRO / IMS/ Business Solutions / Angola / Outsourcing |
| Nuno Carlos Dias dos Santos Fórneas | CIO / CMO / Financial Services Sector/ Manufacturing & Services Sector |
| Francisco Paulo Figueiredo Morais Antunes | CFO / CLO / CRO / Spain |
The Executive Committee sets the dates or frequency of its ordinary meetings, and holds extraordinary meetings whenever called by its Chairman or by two of its members.
This committee cannot function without a majority of its active members present; under urgent circumstances, the Chairman may waive this majority, with approval of this decision at the Executive Committee's next meeting.
Notwithstanding the above, postal and proxy voting is permitted, although no member of the Executive Committee may represent more than another member of the committee.
Along these lines, one or more members of the Executive Committee may attend remotely via videoconferencing or conference call, so long as the meeting minutes specify this whenever it occurs.
It should also be noted that the Chairman of the Board of Directors is called to Executive Committee meetings under the same terms as its members, and is always entitled to attend Executive Committee meetings without voting rights.
The Executive Committee makes decisions by a majority vote; its Chairman has a casting vote.
Rules involving conflicts of interest apply to the Executive Committee. In fact, Executive Committee members are required to notify the Chairman of the Executive Committee of any potential conflicts of interest with Novabase, whether directly or through third parties, involving issues under discussion and voting. In such cases, the members in question may not exercise their voting rights in decisions on issues with potential conflicts of interest.
All the information requested by the various corporate boards was supplied by the Novabase executive directors in a timely and suitable fashion.
Audit Committee: Comprised of independent non-executive members of the Board of Directors appointed by the General Meeting of Shareholders, the Auditing Committee is responsible for supervising company management and compliance with the law and articles of association, and for issuing an opinion on management's annual report and accounts. Its supervisory powers ensure the independence and quality of company audits in accordance with the best international standards. It also ensures the efficacy of the company's internal control system and monitors the company's fulfilment of principles and best practices involving corporate governance.
This Committee operates within the scope of the Board of Directors and has the following duties:
g) Monitor the efficacy of the risk management system, internal control system and internal auditing system;
h) Recommend the adoption of policies and procedures for achieving the goals established in point (g) above to the Board of Directors, and to suggest how these mechanisms may be improved;
In addition, since 31 March 2011, and Audit Committee has performed duties involving preliminary assessments of the business deals to be carried out between the company and the owners of qualified holdings or entity relationships with the former, as envisaged in Article 20 of the Securities Code. The Audit Committee's duties in this regard are described in point III.13.
The Audit Committee's internal regulations, available at Novabase's website, also detail some general duties and responsibilities, such as participating in the meetings of the Board of Directors and the General Meeting of Shareholders, or maintaining confidentiality with regard to facts and information disclosed to Auditing Committee members during the performance of their duties, along with duties and responsibilities involving the following specific matters: (i) external auditing; (ii) provision and disclosure of financial information; and (iii) internal auditing, complaints and compliance.
It held the compulsory number of meetings in 2011 as required by the articles of association and made all examinations of the accounts that it saw fit as part of its duties. It conducted analyses and made suggestions as deemed necessary. On 31 December 2011 it was comprised of Luís Fernando de Mira Amaral (Chairman), Manuel Alves Monteiro and João Luís Correia Duque, all of whom are non-executive voting members of the Board of Directors. All members of the Audit Committee are independent, whether as members of the Board of Directors or as members of the Audit Committee. In addition, the Chairman and other members of the Audit Committee are adequately capable of carrying out their duties in this company board.
Although the term of the current members of the Audit Committee ended on 31 December 2011, the current members will remain in their positions until the election of new members to the Audit Committee in Novabase's General Meeting of Shareholders, to be held on 3 May 2012.
The Audit Committee holds ordinary meetings at least once every two months, or whenever deemed necessary by its Chairman or requested by one of its members. The Chairman of the Auditing Committee is responsible for convening and running its meetings, and has a casting vote.
Decisions of the Audit Committee are made by a majority vote.
In carrying out its duties, the Audit Committee may, whenever deemed necessary, request meetings with the Chairman of the Board of Directors, with the CFO (the director responsible for the financial function), with the Board of Directors or with the Executive Committee.
The Audit Committee may also convene, at its own initiative in carrying out its duties, any management staff, employees or consultants at Novabase, together with external auditors or the Statutory Auditor, to attend, partially or in whole, any of its meetings, to meet individually with any of its members or to provide all information deemed necessary by the Audit Committee.
Statutory Auditor: The statutory auditor is responsible for examining the company's accounts (specifically, performing the duties laid out in article 420 c), d), e) and f) of the Commercial Companies Code), together with supervisory duties involving the ongoing pursuit of the company's corporate purpose. On 31 December 2011, its active member was Price Waterhouse Coopers & Associados - SROC, represented by Jorge Manuel Santos Costa or Ana Maria Ávila de Oliveira Lopes Bertão, and with César Abel Rodrigues Gonçalves as substitute statutory auditor.
Although its term ended on 31 December 2011, the statutory auditor will remain in its position until the election of a new statutory auditor in Novabase's General Meeting of Shareholders, to be held on 3 May 2012.
Board of Directors Performance Assessment Committee: Pursuant to its regulations, the Board of Directors Performance Assessment Committee has the following powers: (i) Assist the Board of Directors in the assessment of its overall performance; (ii) Assess the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals; (iii) Assess the performance of the Board of Directors' other specialized committees, namely the Audit Committee, Corporate Governance Assessment Committee and its own performance. To carry out its duties, the Assessment Committee asks other committees for a self-evaluation of their own performance, and submits an annual written evaluation report on the performance of the Board of Directors and of these committees before the date of the Board of Directors' approval of the annual report and accounts.
On 31 December 2011, the Board of Directors Performance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Luís Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques de Carvalho.
In addition to the assessment method described above, and prior to the establishment of this Board of Directors Performance Assessment Committee, the activity of executive directors was monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors, who is responsible for providing information regarding the company's business required to ensure monitoring of the activity of the executive directors. This monitoring of executive directors by non-executive directors continues to be a current practice at Novabase.
The Board of Directors Performance Assessment Committee holds ordinary meetings twice per year6 , on a date and at a location set by its Chairman, and whenever called by the Chairman, at its own initiative or at the request of any of its members.
This committee may not operate unless duly attended or represented by a majority of members; any member may be represented at meetings by any other member via letter addressed to the Chairman. However, no member of the Board of Directors Performance Assessment Committee may represent more than one other member at the same time.
Members may attend Board of Directors Performance Assessment Committee meetings via teleconferencing, and may vote by post.
Decisions are made by a majority vote, and the Chairman has a casting vote.
Corporate Governance Assessment Committee: In turn, pursuant to its regulations, the Corporate Governance Assessment Committee has the following powers: (i) Constantly assess the corporate governance model, internal rules and procedures regarding Novabase's structure and governance, and the adequacy of the Novabase Group's principles and practices of conduct vis-à-vis legal, regulatory and statutory provisions and recommendations, standards and international and national best practices involving corporate governance; (ii) Propose to the Board of Directors – which in turn may convey this proposal to the General Meeting of Shareholders, if applicable – changes to Novabase's corporate governance model deemed relevant for the ongoing refinement of the company's corporate governance practices; (iii) Provide each year to the Board of Directors a proposed text for the Corporate Governance Report to disseminate throughout the company as an integral part of each year's Annual Report and Accounts. This report – drawn up according to CMVM recommendations on format and content – offers conclusions on Novabase's degree of compliance with legal, regulatory and statutory provisions, together with rules, recommendations, standards and international and national best practices involving corporate governance.
On 31 December 2011, the Corporate Governance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
The Corporate Governance Assessment Committee holds ordinary meetings twice per year, on a date and at a location set by its Chairman, and whenever called by the Chairman, at its own initiative or at the request of any of its members.
This committee may not operate unless duly attended or represented by a majority of members; any member may be represented at meetings by any other member via letter addressed to the Chairman. However, no member of the Corporate Governance Assessment Committee may represent more than one other member at the same time.
Meeting attendance via videoconferencing and postal voting are allowed.
Decisions are made by a majority vote, and the Chairman has a casting vote.
In 2011, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, as this was not necessary in view of its size and the specific nature of its corporate governance
In 2011, the Board of Directors Performance Assessment Committee believed that a single meeting was sufficient, as described in point II.13.; A second meeting was not justified during the financial year to merely fulfil the obligation found in the internal regulations.
model; an adequate definition does exist for the profile of candidates for management positions via the shareholders themselves, as detailed on point II.36 of this report.
Novabase also has a Remuneration Committee, which is not a managing or supervisory board, and which is responsible for establishing the terms and conditions of remuneration for corporate board members. The Remuneration Committee's composition, powers and other information are detailed in Section V of this report.
The Audit Committee Report is annexed in its entirety to this document, and is available on the Novabase website, together with the accounting documents and the Audit Committee's annual report, which includes a description of the oversight activities carried out by the Auditing Committee, together with the fact that no constraints were found with regard to these activities.
Given the importance of a structured risk management model to the business, together with market regulatory requirements, the company's Board of Directors has been tasked with implementing and monitoring a suitable internal control and risk management process, working towards its efficacy.
The company therefore has a working model – safeguarding the company's worth and encouraging transparency in its corporate governance – based on detecting and anticipating potential risks and risk factors, so as to manage them in a timely manner, via the delegation of responsibilities and appropriate internal communication channels in line with the company's strategic goals for assuming risks as defined under this system.
Under its non-delegable powers of defining the company's overall policies and strategy, the Board of Directors is responsible for defining Novabase's strategic objectives in the area of risk assumption, in accordance with the company's needs and business activities.
In addition, in the area of medium and long-term strategic planning, the Board of Directors is responsible for analyzing risk, and does so regularly in relation to the annual operations plan and whenever potential businesses and markets are being evaluated, measuring each potential risk's impact and likelihood of occurrence.
Since Novabase does business in the area of Information Technology, this system has identified the following main risks (in addition to those listed in point II.9, whose risk factors are also identified via this model) and corresponding risk factors: (i) risk that the solutions developed may become obsolete relatively fast, due to the market trend of adopting their base technologies or changes in customers' business needs and investment priorities; (ii) risk that a proposed solution may prove unsuitable in terms of the choices made or the timing of the development of new solutions, due to the incorrect forecasting of technology trends or trends in our customers' business sectors impacting their information systems needs.
With these risks in mind, the teams tied to Novabase's primary markets analyze the industry in order to detect current trends and promote the development of internal skills to address these trends. In turn, the teams from Novabase's various practices control typical risks in the IT sector within their spheres of expertise, such as technology obsolescence, the risk that solutions may not be suitable, and the timing of the development and proposal of new solutions not being right for the market.
This system's efficiency is due to the instituted internal procedure, which reinforces the communication channels between the Group's various departments and decision-making bodies, thereby allowing communication and information on various system components, and potential internal control problems to be analyzed, and detecting potential risks in real time.
Novabase also has an Internal Auditing team responsible for conducting monitoring actions and improving internal control procedures essentially associated with the Group's central service areas, always in accordance with the strategic goals laid out in the integrated risk management model. Periodic, focused internal audits are thus performed, covering all of Novabase's affiliates.
Additionally, the position of Chief Risk Officer ("CRO") was created at Novabase. Internal auditing areas and areas that ensure compliance with norms applicable to the company (compliance services) report to the CRO with regard to risk prevention and management. The CRO is responsible for reporting to the Chairman of the Board of Directors, with meetings at least once per quarter between the Chairman of the Board of Directors, CRO and the Audit Committee. Director Francisco Paulo Figueiredo Morais Antunes holds the position of CRO.
Along these lines, it should be noted that the Audit Committee, as an inspection body, monitors the activity of the external auditors, as well as that of the internal auditors, assessing annual internal auditing plans, obtaining information about the actions performed by this team and providing an opinion regarding their conclusions.
In this context, this committee also has powers involving the assessment of sufficient internal control mechanisms in order to understand and manage the inherent risks of Novabase's activities, suggesting policies and procedures to the Board of Directors to achieve these goals and refine these mechanisms.
The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by the applicable regulatory entities at any given moment.
As regards the quality of the financial information that is publicly disclosed by the Investor Relations Department, it should be pointed out that it is the result of a financial reporting process that is ensured by the central services areas of the Group, subject to the internal control system of the Group and monitored through the aforementioned methods. Nevertheless, this information is also subject to analysis and approval by the relevant bodies, namely the Executive Committee and the Board of Directors.
In 2011, the risk management and internal control model implemented allowed the risks and risk factors mentioned above to be identified, effectively helping to prevent them.
The company's Board of Directors is responsible for implementing and monitoring a suitable internal control and risk management process, working towards its efficacy. Systematic and regular monitoring of this matter is directly conducted by the Executive Committee with the aim of optimizing management of risk that can negatively impact achievement of the strategic business goals. The process is based on anticipating and identifying risk, permitting its timely management through processes of delegating responsibilities and suitable internal communication channels.
As mentioned in the previous point, Novabase also has an Internal Auditing team responsible for conducting monitoring actions and improving internal control procedures essentially associated with the Group's central service areas. Internal audits are thus conducted and essentially focused on processes that impact the financial area and covering all of Novabase's affiliates.
The Audit Committee, as an inspection body, monitors the activity of the external auditors, as well as that of the internal auditors, assessing annual internal auditing plans, obtaining information about the actions performed by this team and providing an opinion regarding their conclusions.
The Audit Committee will also have powers involving the assessment of sufficient internal control mechanisms to understand and manage the inherent risks of Novabase's activities, suggesting policies and procedures to the Board of Directors to achieve these goals and refine these mechanisms.
The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by the applicable regulatory entities at any given moment.
Although formal reporting structures to the Audit Committee currently do not exist for the internal auditing area and areas that ensure compliance with norms applicable to the company (compliance services), regardless of these areas' hierarchical relationship with the company's executive management, the position of Chief Risk Officer ("CRO"), was created at Novabase, to whom these areas report with regard to risk management and prevention. The CRO is responsible for reporting to the Chairman of the Board of Directors, with meetings at least once per quarter between the Chairman of the Board of Directors, CRO and Audit Committee. Director Francisco Paulo Figueiredo Morais Antunes holds the position of CRO.
The Board of Directors, Executive Committee, Audit Committee, Board of Directors Performance Assessment Committee and Corporate Governance Assessment Committee have their own operating regulations, which are available for consultation at Novabase's website.
Beyond those resulting from applicable legislation, there are no other regulations regarding incompatibilities or the maximum number of positions that can be accumulated applicable to Novabase corporate boards.
II.8 In the event of the Board of Directors' Chairman carrying out an executive role, an indication of the mechanisms coordinating the tasks of non-executive members in order to ensure independence and notification of decisions.
Not applicable.
Below is a description of some of the risks analyzed by the company which deserve attention due to their relevance and business impact.
As regards credit risk, although it is focused on major customers and its credibility is above average, Novabase has internally developed a customer credit risk analysis system that includes categorization prior to the presentation of a work proposal, involving the reality of the potential risk and associating the hierarchical approval level suited to it subsequent to that categorization.
As regards legal risk, potential problems with customers and employees are the most probable. These risks are part of the internal control system in terms of project management, relationships with outside entities and internal departmental processes. Procedures have been defined to streamline the prior analysis of all contracts and other legal processes by the legal department, thereby minimizing potential future sources of risk. In addition, the status of current legal proceedings is regularly monitored, with an analysis of their potential financial impacts.
Some of the Group's business areas are exposed to exchange risk (primarily EUR/USD), which is analyzed and hedged through an exchange management policy based on "natural hedging", or using the exchange derivatives market or even exchange options.
Novabase takes a conservative, prudent stance in managing its exchange risks, with the speculative use of derivatives forbidden.
Where project risk management is concerned, Novabase has a project qualification methodology which analyzes various specific parameters. Once the risk of the project has been ascertained, it is assigned to a project manager with the appropriate seniority. A number of qualifying training courses for project managers have been pursued in recent years. It should also be mentioned that there is a methodology in place that involves conducting internal project audits with the appropriate frequency. A system of ceilings is in place, by which authorization of proposals must be validated by a supervisor and the maximum ceiling requires authorization by the Board itself. There is a procedure for centrally validating, sending and filing proposals, which is revised by Novabase's legal department at the contract level. This department must issue its opinion before a proposal can be sent to a customer.
The authority and powers of the Board of Directors are described in point II.3 above of this report.
Regarding decisions to increase capital, the Board of Directors can, by a two-thirds majority of the votes of its members, increase the share capital one or more times by cash payments, up to a ceiling of twenty-eight million, two hundred thousand euros, setting the terms and conditions of each increase of capital and the form and time limits for subscribing.
This power of the board of directors was renewed for an additional period of five years at the Annual General Meeting of Shareholders of 12 April 2007.
The members of the Board of Directors and Audit Committee are appointed and replaced in the performance of their duties, pursuant to the law.
The General Meeting of Shareholders can, on first or second notice, decide on the appointment and replacement of members of the managing and supervisory body, however many shareholders are represented there.
The General Meeting of Shareholders can, whether it meets on first or second notice, decide on the appointment and replacement of members of the managing and auditing body, by a majority of votes cast, no matter what percentage of the share capital is represented there, with abstentions not being counted.
Novabase currently has no formal rotation of functions policy for Board of Directors, specifically with regard to the individual in charge of the financial function.
However, it should be noted that Novabase has significantly and frequently rotated the holders of executive positions.
Director Francisco Antunes performed the duties of Chief Financial Officer (CFO) in 2009, having replaced Luís Paulo Salvado who had held this position since 12 April 2007, following the General Meeting of Shareholders of 28 April 2009. On 6 May 2010, the Executive Committee decided that Director Francisco Antunes would also take on the responsibility of Novabase Legal Management, previously held by Luís Paulo Salvado.
In the Executive Committee meeting of 29 June 2011, it was likewise decided that Director Álvaro Ferreira would replace Director Luís Paulo Salvado in the position of Chief Human Resources Officer (CHRO) beginning in July 2011.
The company's remaining management (and supervisory) functions have also undergone considerable rotation, primarily because directors João Vasco Tavares da Mota Ranito and José Carlos de Almeida Pedro de Jesus left their positions at the company in 2008, and because directors Manuel Saldanha Fortes Tavares Festas and João Quadros Saldanha left their positions in 2009. In 2009, the executive positions of directors Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho also ended, with former CFO Luís Paulo Cardoso Salvado taking the position of Novabase CEO. Finally, a new member of the Auditing Committee, João Luís Correia Duque, was elected in 2009.
See information in next point.
II.13 The number of meetings held by the Executive Committee or by the Executive Board of Directors, as well as reference to the drawing up of the minutes of those meetings and whenever applicable, the submission of same with the convening notices to the Chair of the Board of Directors, the Chair of the
| Governing Body |
Board of Directors |
Executive Committee |
Audit Committee |
|---|---|---|---|
| Number of meetings |
12 | 41 | 10 |
| Meeting dates | 07.02.11 | 06.01.11 | 07.02.11 |
| 03.03.11 | 19.01.11 | 04.03.11 | |
| 31.03.11 | 26.01.11 | 31.03.11 | |
| 03.05.11 | 31.01.11 | 06.05.11 | |
| 05.05.11 | 02.03.11 | 29.04.11 | |
| 02.06.11 | 09.03.11 | 30.06.11 | |
| 30.06.11 | 30.03.11 | 25.07.11 | |
| 25.07.11 | 0604.11 | 29.09.11 | |
| 29.09.11 | 13.04.11 | 24.10.11 | |
| 27.10.11 | 27.04.11 | 24.11.11 | |
| 24.11.11 | 04.05.11 | 28.10.11 | |
| 15.12.11 | 11.05.11 | 14.12.11 | |
| 16.05.11 | |||
| 18.05.11 | |||
| 25.05.11 | |||
| 08.06.11 | |||
| 15.06.11 | |||
| 22.06.11 | |||
| 29.06.11 | |||
| 04.07.11 | |||
| 13.07.11 | |||
| 20.07.11 | |||
| 27.07.11 | |||
| 28.07.11 | |||
| 07.09.11 |
The table below lists the number of meetings of the Novabase managing and auditing bodies during the 2011 financial year, indicating the date on which they were held:
Note that the Chairman of the Novabase Executive Committee is responsible for submitting the minutes of the Executive Committee meetings to the Chairman of the Board of Directors and Chairman of the Auditing Committee. In addition, the Chairman of the Board of Directors may attend Executive Committee meetings, without voting rights, and also receives the respective meeting notices for this purpose. All non-executive directors also receive the Executive Committee meeting minutes.
In turn, both the Board of Directors Performance Assessment Committee met once in 2011, and the Corporate Governance Assessment Committee met twice in 2011. The corporate boards and specialized committees draw up their own meeting minutes.
II.14 Distinction between executive and non-executive members and among these, differentiating those members that would comply if the incompatibility rules were to be applied (Article 414-A (1) of the Commercial Companies Code, except for item b) and the independency criteria provided for in Article 414 (5), both of the Commercial Companies Code).
The chart below details the composition of the Board of Directors at 31 December 2011, including a breakdown of executive versus non-executive and independent versus nonindependent members and those that comply with incompatibility regulations:
| Director | Member of Committee within Board of Directors |
Category | Independent | Complies with Article 414-A (1) of the Commercial Companies Code |
|---|---|---|---|---|
| Rogério dos Santos Carapuça | CAACA1 CAGS2 |
Non-executive | No | No |
| Luís Paulo Cardoso Salvado | CE3 CAACA CAGS |
Executive | No | No |
| João Nuno da Silva Bento | Executive Committee |
Executive | No | No |
| Álvaro José da Silva Ferreira | Executive Committee |
Executive | No | No |
| Nuno Carlos Dias dos Santos Fórneas |
Executive Committee |
Executive | No | No |
| Francisco Paulo Figueiredo Morais Antunes |
Executive Committee |
Executive | No | No |
| Luís Fernando de Mira Amaral | CAUD4 CAACA |
Non-executive | Yes | Yes |
| Manuel Alves Monteiro | CAUD CAGS |
Non-executive | Yes | Yes |
| João Luis Correia Duque | CAUD CAGS |
Non-executive | Yes | Yes |
| José Afonso Oom Ferreira de Sousa | CAACA CAGS |
Non-executive | No | No |
| Joaquim Sérvulo Rodrigues | CAACA CAGS |
Non-executive | No | No |
| Pedro Miguel Quinteiro Marques de Carvalho |
CAACA | Non-executive | No | Yes |
1 Board of Directors Performance Assessment Committee
2 Corporate Governance Assessment Committee 3
Executive Committee 4 Audit Committee
As regards the Board of Directors' composition and operation, the independence of its members is assessed under the terms of Article 414 of the Commercial Companies Code, while also considering applicable incompatibility rules pursuant to Article 414-A (1) of this same code.
The Board of Directors assesses the independence of its members, seeking to ensure the systematic and time-related consistency of the independence criteria applied throughout the company. Specifically, as a principle, any director which, in another corporate board, could not assume this same position due to applicable rules, should not be considered independent.
Along these same lines, three members of the Board of Directors are in compliance with the incompatibility rules laid out in Article 414-A (1) of the Commercial Companies Code, and fulfil the independence criteria laid out in Article 414 (5) of the Commercial Companies Code, namely Luís Fernando de Mira Amaral, Manuel Alves Monteiro and João Luís Correia Duque.
Candidates for non-executive director positions are selected through a process conducted exclusively by shareholders, in which they are nominated for election at the General Meeting of Shareholders via a proposal signed by the company's shareholders, with no interference by executive directors, as such, at any time during the selection process, to the decision-making process of the shareholders for the names to be submitted to the General Meeting of Shareholders. None of the current non-executive directors was co-opted during this term.
It should be noted with regard to this matter that some qualified company shareholders and signatories of the shareholders' agreement referred to in point III.5 of this report are also executive directors at Novabase, and that Recommendation No. II.1.3.2. of the CMVM Corporate Governance Code states that the selection process of candidates for non-executive members should be structured so as prevent interference by executive directors.
However, in view of the scope of the recommendation in question, Novabase believes that the factual existence of qualified shareholders who may influence, as shareholders, the process of selecting candidates for non-executive directors does not entail the need to consider this recommendation as not adopted by the company.
In fact, the scope of this recommendation seems to revolve around the need to prevent executive directors from influencing (due to their intense involvement in the company's daily activities) the selection process for directors who, among other duties, will be supervising the activities of executive management.
In this way, the purpose of the above recommendation does not seem to be to limit the exercising of inherent shareholder rights. As such, the ability of shareholders, as shareholders, to influence the process of selecting candidates for non-executive director positions seems to be irrelevant in this regard.
Since the process of selecting candidates for non-executive directors does not involve any interference from executive directors, as executive directors, Novabase believes that Recommendation No. II.1.3.2. of the CMVM Corporate Governance Code has been followed in its entirety.
Notwithstanding the above, it should also be noted that even if the fact that some executive directors are also qualified company shareholders and signatories of the shareholders' agreement referred to in point III.5 did apply for the purposes of Recommendation No. II.1.3.2. of the CMVM Corporate Governance Code, the directors in question are only three to five members of the Executive Committee; the two executive directors who are not in this situation do not have any influence or involvement in the process of selecting candidates for nonexecutive director positions, clearly demonstrating that any involvement of people performing executive duties in this selection process is in no way related to the performance of these duties.
Moreover, in accordance with the information shown in point III.5 of this report, the signatories of the shareholders' agreement in question (in effect on 31 December 2011) who are Novabase executive directors owned only 41.69% of the shares covered by the terms and conditions of this agreement; as such, they were not in a position, by themselves, to have any decisive factual influence in the process of selecting non-executive directors.
Furthermore, as mentioned above in the General Corporate Governance Model Assessment in Chapter 0 (see also point II.36 of this report), in 2011, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, for the reasons stated therein.
A report on the activities carried out by non-executive directors in 2010 is attached to this report.
II.18 Professional qualifications of the members of the board of directors, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
| Director (date of first appointment/end of term) |
# shares1 | Professional Qualifications | Work experience in last 5 years |
|---|---|---|---|
| Rogério dos Santos Carapuça (29-03-94/31-12- 11) |
• 1.884.787 |
• Ph.D in Electrotechnical and Computer Engineering from IST • M.Sc. in Electrotechnical and Computer Engineering from IST • Graduate in Electrotechnical Engineering from IST |
• Chairman of Novabase Board of Directors • Chairman of the Board of Directors Performance Assessment Committee • Chairman of the Corporate Governance Assessment Committee • Director of various Novabase Group companies • Member of the Faculty Council of the UNL Faculty of Sciences and Technologies • Member of the Scientific Board of Exact Sciences and Engineering of the Foundation for Science and Technology (Fundação para a Ciência e Tecnologia) Formerly: • CEO and Executive Committee member responsible for Marketing & Communication |
| Luís Paulo Cardoso Salvado (18-3-98/31-12-11) |
• 2.018.047 |
• MBA in Information Management from Universidade Católica Portuguesa • Graduate in Electrotechnical |
• CEO, Executive Committee member responsible for the Aerospace and Transportation sector, Business Design, Corporate Development, Investor Relations |
| Engineering from IST | • Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment Committee • Director of various Novabase Group companies Formerly: • Novabase Group CFO • Novabase Group CLO • Executive Committee member responsible for the Novabase Consulting business |
||
|---|---|---|---|
| João Nuno da Silva Bento (09-11-99/31-12- 11) |
• 1.899.799 |
• MBA in Information Management from Universidade Católica Portuguesa • Graduate in Electrotechnical Engineering from IST |
• Executive Committee member responsible for the areas of Venture Capital, DigitalTV, Energy and Utilities and Telecoms and Media sectors • Director of various Novabase Group companies Formerly: • CEO of Novabase Digital TV |
| Álvaro José da Silva Ferreira (03-03-00/31-12- 11) |
• 1.189.423 |
• MBA from Universidade Nova de Lisboa • Graduate in Informatics Engineering from Universidade Nova de Lisboa |
• CHRO, Executive Committee member responsible for the IMS business, Angola, Outsourcing • Director of various Novabase Group companies Formerly: • Novabase Group CIO • CEO of Novabase IMS |
| Nuno Carlos Dias dos Santos Fórneas (28-04-09 / 31-12-2011) |
• 103.324 |
• MBA from ISEG • Graduate in Electrotechnical and Computer Engineering from IST |
• CIO, CMO, Financial Services and Manufacturing and Services Sectors Formerly: |
| • Novabase Consulting Partner |
|||
|---|---|---|---|
| Francisco Paulo Figueiredo Morais Antunes (28-04-09 / 31-12- 2011) |
• Masters in Finance from ISCTE • Graduate in Management from ISCTE |
• CFO, CLO, CRO and Executive Committee member responsible for Spain Formerly: • Novabase Group Financial Director |
|
| Luís Fernando de Mira Amaral (20-04-06/31-12- 11) |
• 6.305 |
• Postgraduate Diploma in Management (Stanford Executive Program) from Stanford University • M.Sc. in Economics from Universidade Nova de Lisboa • Graduate in Electronic Engineering from IST |
• Chairman of the Audit Committee • Member of the Board of Directors Performance Assessment Committee • CEO and Vice President of Caixa Geral de Depósitos • Director of Sociedade Portuguesa de Inovação, SA • Director of BPI • CEO of Banco BIC Português • Member of the Royal Lankhorst Group Supervisory Board |
| Manuel Alves Monteiro (20-04-06/31-12- 11) |
• 9.000 |
• Graduate in Law, member of the Portuguese Bar Association (Ordem dos Advogados) • Business Management and Corporate Governance Program – Wharton University, Pennsylvania, USA |
• Member of the AudiT Committee • Member of the Corporate Governance Assessment Committee • Non-executive director: AICEP, CIN-SGPS • Member of the General and Supervisory Board of EDP and Member of the Consulting Board of FGEUC • Chairman of the Remuneration Committees of the following companies: AICEP Capital, S.A.; AICEP Global Parques, S.A.; Douro Azul, S.A.; Sardinha & Leite SGPS, S.A. • Member of the Executive Council of SEDES |
| João Luis Correia Duque (28-04-09 / 31-12- 11) |
• 500 |
• Ph.D in Business Administration from Manchester Business School / Manchester University • Graduate in Company Organization and Management from ISEG / UTL |
• Member of the Audit Committee • Member of the Corporate Governance Assessment Committee • Non-executive director of Sogevinus, SGPS • President and Full Professor at ISEG • Chairman of IDEFE / ISEG • Chairman of the Board of Auditors of the Portuguese Gymnastics Foundation (FGP) • Member of the management board of the Portuguese Financial Analysts Foundation (APAF) • Member of the Board of Auditors of Sagres – Sociedade de Titularização de Créditos, SA |
|---|---|---|---|
| José Afonso Oom Ferreira de Sousa (24-01-91/31-12- 11) |
• 2.514.947 |
• MBA from Universidade Nova • M.Sc. in Electrotechnical Engineering from IST • Graduate in Electrotechnical Engineering from IST |
• Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment Committee Formerly: • Novabase Group CLO • Novabase Group CFO • Director of various Novabase Group companies |
| Joaquim Sérvulo Rodrigues (29-04-03/31-12- 11) |
• MBA from INSEAD • M.Sc. in Electrotechnical Engineering from IST • Graduate in Electrotechnical |
• Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment |
| Engineering from IST | Committee | ||
|---|---|---|---|
| • Chairman of the executive committee of the board of directors of Es Tech Ventures, SGPS, SA |
|||
| • Chairman of the executive committee of the board of directors of ES Ventures, SCR, SA |
|||
| • School board member of the Higher Technical Institute (Instituto Superior Técnico – UTL) |
|||
| • Director of various companies from the portfolio of the prior companies |
|||
| Pedro Miguel Quinteiro Marques de Carvalho (24-01-91/31-12- 11) |
• 2.170.679 |
• Graduate in Applied Mathematics from Universidade de Lisboa |
• Member of the Board of Directors Performance Assessment Committee Formerly: • Director responsible for the administrative and logistics area |
| • Novabase Group CIO • Director of various Novabase Group companies |
1 The shareholdings referred to in the above table also comply with the report of the Shareholdings of Corporate Board Members (Article 447 (5) of the Commercial Companies Code).
In addition to their management of Novabase, the members of the Board of Directors who also manage other companies are as follows:
| Director | Group Companies1 | Other Companies1 |
|---|---|---|
| Rogério dos Santos Carapuça | • Novabase Serviços, S.A. |
|
| • Novabase Business Solutions, S.A. |
| Luís Paulo Cardoso Salvado | • | Novabase Consulting SGPS, S.A. | ||
|---|---|---|---|---|
| • | Novabase Serviços, S.A. | |||
| • | Novabase Enterprise Applications, S.A. | |||
| • | Novabase Business Solutions, S.A. | |||
| • | Octal, S.A. | |||
| • | Octal2Mobile, S.A. | |||
| • | Gedotecome, Lda | |||
| • | Novabase IMS, S.A. | |||
| João Nuno da Silva Bento | • | Novabase Interactive TV, SGPS S.A. | ||
| • | Novabase Capital, S.A. | |||
| • | Celfocus, S.A. | |||
| • | Novabase Serviços | |||
| • | Novabase Business Solutions, S.A. | |||
| • | Collab, S.A. | |||
| • | Novabase Digital TV, S.A. | |||
| • | TVLAB, S.A. | |||
| • | Octal2Mobile, S.A. | |||
| • | Novabase Consulting, S.A. (Spain) | |||
| • | Novabase Middle East | |||
| Álvaro José da Silva Ferreira | • | Novabase Consulting, SGPS, S.A. | • Director of Groovsnore |
|
| • | NBO, S.A. | – Investimentos Imobiliários, SA. |
||
| • | Novabase Serviços | |||
| • | Novabase Enterprise Applications, S.A. | |||
| • | Novabase Business Solutions, S.A. | |||
| • | Novabase IMS, S.A. | |||
| • | Novabase Infraestruturas, S.A. | |||
| • | Novabase Atlântico, S.A. | |||
| • | Novabase Consulting, S.A. (Spain) | |||
| • | Novabase Infraestructuras e Integración de Sistemas Informáticos, SA |
| • NBASIT |
||
|---|---|---|
| Nuno Carlos Dias dos Santos Fórneas |
• Novabase Serviços |
|
| • Novabase Business Solutions, S.A. |
||
| • Novabase Infraestruturas SGPS |
||
| Francisco Paulo Figueiredo Morais Antunes |
• Novabase Interactive TV |
• Managing partner of |
| • Novabase Consulting SGPS |
Commostock, Lda. | |
| • NBO |
||
| • Novabase Serviços |
||
| • Novabase Enterprise Applications |
||
| • Novabase Business Solutions, S.A. |
||
| • Collab, S.A. |
||
| • Octal, S.A. |
||
| • Novabase Digital TV, S.A. |
||
| • TVLAB, S.A. |
||
| • Gedotecome, S.A. |
||
| • Novabase IMS |
||
| • Novabase Infraestruturas SGPS |
||
| • Novabase Digital TV GmbH |
||
| • NBASIT |
||
| • NB EURL |
||
| • Evolvespace Solutions, Lda. |
||
| • Novabase Capital |
||
| Luís Fernando de Mira Amaral | • CEO of Banco BIC Português |
|
| • SPI Director |
||
| Manuel Alves Monteiro | • Non-executive director of CIN, SGPS |
|
| • Member of the General |
| and Supervisory Board of EDP |
|
|---|---|
| João Luis Correia Duque | • Non-executive director of Sogevinus, SGPS. • Chairman of the IDEFE – Instituto para o Desenvolvimento e Estudos Económicos (Institute for Economic Studies and Development) |
| José Afonso Oom Ferreira de Sousa |
• Director of Fundação Maria Dias Ferreira • Director of Quinta de Santa Margarida – Propriedades e Investimentos, SA • Director of Xistroban – Imobiliária, SA • Director of Aprove – Investimentos e Projectos Imobiliários, SA • Managing Partner of S2i – Sociedade de Investimento Imobiliário, Lda. |
| Joaquim Sérvulo Rodrigues | • Chairman of the executive committee of the board of directors of Es Tech Ventures, SGPS, SA • Chairman of the Executive Committee of ES Venture, SCR, S.A. • Executive director of Bica da Sapataria Empreendimentos Agrícolas e Gestão, S.A. • Director of Watson Brown • Director of PVCi-SCR. • Director of Military Commercial |
| Technologies, Inc. • Director of ES Contact Center, S.A. • Director of YDreams, S.A. • Director of ES Capital – S.C.R., S.A. • Director of Atlantic Ventures Corporation, LLC • Director of Oceanlix, Pty • Director of Outsystems, S.A. |
|
|---|---|
| Pedro Miguel Quinteiro Marques de Carvalho |
• Managing Partner of LX Gourmet Falcão Blanco – Produtos Alimentares de Qualidade, Lda. • Director of Feedzai – Consultadoria e Inovação Tecnológica, SA • MQC – Investimentos Imobiliários, SA |
1 As of 31 December 2011
II.21 Identification of the members of the supervisory board, stating that they comply with the incompatibility rules stipulated in Article 414-A (1), and the independence criteria stipulated in Article 414 (5), both of the Commercial Companies Code. For said purpose, the supervisory board may carry out the relevant self-assessment.
Since it has adopted the Anglo-Saxon corporate governance model, Novabase does not have a supervisory board.
Nonetheless, as regards its composition and operation, the Audit Committee independently assesses the independence of its respective members, pursuant to Article 414 of the Commercial Companies Code. Similarly, members of the Auditing Committee are subject to the incompatibility rules referred to in Article 414-A (1) of this same code.
The Board of Directors Performance Assessment Committee assesses the independence of its members, seeking to ensure the systematic and time-related consistency of the independence criteria applied. Specifically, as a principle, any Auditing Committee member which, in another corporate board, could not assume this same position due to applicable rules, should not be considered independent.
Therefore, although Novabase does not have a supervisory board, the following should be noted:
| Member of the Audit Committee | Category | Independent | Complies with Article 414-A (1) of the Commercial Companies Code |
|---|---|---|---|
| Luís Fernando de Mira Amaral | Non-executive director |
Yes | Yes |
| Manuel Alves Monteiro | Non-executive director |
Yes | Yes |
| João Luis Correia Duque | Non-executive director |
Yes | Yes |
Along these same lines, all members of the Audit Committee are in compliance with the incompatibility rules laid out in Article 414-A (1) of the Commercial Companies Code, and fulfil the independence criteria laid out in Article 414 (5) of the Commercial Companies Code, namely Luís Fernando de Mira Amaral, Manuel Alves Monteiro and João Luís Correia Duque.
In addition, the Chairman and other members of the Audit Committee are adequately capable of carrying out their duties.
II.22 Professional qualifications of the members of the auditing committee, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
Not applicable.
II.23 Duties that the members of the auditing committee perform in other companies, broken down according to those exercised in other companies of the same group.
Not applicable.
II.24 Reference to the fact that the supervisory board assesses the external auditor on an annual basis and the possibility of proposing to the General Meeting of Shareholders that the auditor be discharged whenever justifiable grounds are present.
As stated in point II.21 above, since it has adopted the Anglo-Saxon corporate governance model, Novabase does not have a supervisory board. The following information is in reference to the Auditing Committee.
As described in point II.3 above, the Auditing Committee collaborates with the Board of Directors in selecting external auditors and determining the respective remuneration, as well as supervising these auditors' work, including verification of the existence of suitable conditions for providing external auditing services and receipt of the respective reports, assessing the external auditor on an annual basis. To date, there has been no need to justifiably dismiss any entity performing these duties.
Notwithstanding the above, it should be noted that contrary to the statutory provisions concerning statutory auditors, the law and Novabase's articles of association do not empower the General Meeting of Shareholders to appoint external auditors. For this reason, the possibility of proposing the auditor's justified dismissal to the General Meeting of Shareholders does not exist.
II.25 Identification of the members of the general and supervisory board and other committees created within the company for the purposes of assessing the individual and overall performance of the executive members, consideration on the governance system that has been adopted by the company and the identification of potential candidates with the professional profile fitting the member position.
Not applicable.
II.26 Statement indicating that members comply with the incompatibility rules provided for in Article 414-A (1), including item f), and the independency criteria provided for in Article 414 (5), both of the Commercial Companies Code. For said purpose, the general and supervisory board carries out the relevant self-assessment.
Not applicable.
II.27 Professional qualifications of the members of the general and supervisory board and other committees created under its auspices, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
Not applicable.
II.28 Duties that the members of the general and supervisory board and other committees created under its auspices perform in other companies, broken down according to those exercised in other companies of the same group.
Not applicable.
II.29 Description of the remuneration policy including that of the managers within the concept of Article 248-B (3) of the Securities Code and of the other workers whose professional activity might have a relevant impact on the risk profile of the company and whose remuneration contains an important variable component.
Only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248-B (3) of the Securities Code.
Independent non-executive directors are only remunerated with a fixed salary, and are not entitled to any variable component in their salary. The Remuneration Committee is also responsible for deciding whether the remaining non-executive directors and executive directors will receive a fixed component and a variable component, or just a fixed component.
Notwithstanding the above, it should be noted that, by unanimous decision of the Remuneration Committee in a meeting held on 19 September 2006, Novabase directors who are primarily dedicated to the management of companies in the Novabase Group shall have a variable remuneration consisting of (i) a sum to be paid in cash, to be defined annually by the Remuneration Committee, according to the performance and results of the company each year and the contribution of each director to these results; and (ii) a set of options attributed according to the current plan in effect.
Directors' variable cash remuneration component is therefore aligned with Novabase's annual performance, while the options component aligns this remuneration with the stock performance of the Novabase share. The variable remuneration in cash paid in 2011 (€978,750.00, as shown in the table in point II.31.) corresponds to just 50% of the variable remuneration in cash component due for 2010. The remaining 50% of this component is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As described in greater detail in point III.10 of this report, attributed options in 2009 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10 of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 28 April 2009 was €4.04 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
Furthermore, insofar as the total variable remuneration earned by the directors complies with the creation of value reflected in the results and the company's finance and stock performances, Novabase's remuneration policy values the company's long term performance and its sustainability.
The current remuneration policy for the Board of Directors was implemented for the 2011 financial year in accordance with points II.31- II.34 below.
In addition to the above, the remuneration of certain employees at Novabase may include a major variable component when their professional activities, according to their assigned duties within the Group, may significantly impact the company's risk profile. Although the company has no remuneration policy for these situations, the variable component of these employees' remuneration has not exceeded 55% of their annual remuneration, and is determined based on an annual performance evaluation by the managing board member(s) responsible for the employee's department.
With regard to 2011, this remuneration corresponds to just 50% of the variable remuneration component due to these employees for 2011. The remaining 50% of this component is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
| Name | Position | ||
|---|---|---|---|
| Carmo Palma | EA ERP Director/Novabase Business Solutions Director | ||
| Célia Vieira | NBO Director | ||
| Jamie Bridel | CelFocus Director | ||
| João Rafael | Novabase Business Solutions Director / Octal Engenharia de Sistemas, SA Director / Evolvespace Director |
||
| José Paiva | Novabase Business Solutions Director | ||
| Luís Lobo | Novabase Business Solutions Director / Novabase Enterprise Applications Director / Gedotecome Director |
||
| Luís Quaresma | Novabase Capital Director / Novabase Atlântico Direcotr / PowerGrid Director / Feedzai Director / Chairman of the Board, Secretary and Treasurer of Electryon USA Corporation |
||
| Manuel Relvas | Octal - Engenharia de Sistemas, S.A. Director / Novabase Business Solutions Director |
| María Gil | In Charge of IR Novabase SGPS / Novabase Capital Director / Novabase IIS Espanha Director / Collab Director / Globaleda Director / Dosapac Director / Forward Director |
||
|---|---|---|---|
| Miguel Vicente | Novabase IMS Director/NBASIT Chief Executive Officer | ||
| Paulo Ferreira | Novabase IMS Director | ||
| Paulo Trigo | CelFocus Executive Director / Business Solutions Director / NBO Director | ||
| Pedro Afonso | Novabase DigitalTV Director / TvLab Director / NB Interactive TV Director | ||
| Pedro Borges | Executive Director Telecommunications & Media | ||
| Pedro Faustino | Novabase Business Solutions Director | ||
| Pedro Gomes | Novabase Business Solutions Director | ||
| Pedro Chagas | Novabase Business Solutions Director / Octal Engenharia de Sistemas, SA Director |
||
| Pedro Quintas | CelFocus Director / Collab Director | ||
| Ricardo Nunes | Novabase Business Solutions Director | ||
| Vítor Prisca | Novabase IMS Director |
II.30 Description of the remuneration policy of the board of directors and the supervisory board, as provided for in Article 2 of Law 28/2009 of 19 June.
Attached to this report is a statement with regard to the remuneration policy laid out in Law 28/2009 of 19 June.
Since 2003, Novabase has already complied with the CMVM recommendation regarding disclosure of the remunerations of the members of the Board of Directors individually. In this report, Novabase discloses the remuneration received by each member of the Board of Directors and Audit Committee in 2011, pursuant to the provisions of Law no. 28/2009 and CMVM Regulation no. 1/2010.
By unanimous decision of the Remuneration Committee, fixed remuneration components were set for members of the Novabase Board of Directors in 2011, along with annual variable remuneration, as shown in the chart below.
These remunerations are distributed among the members of the Board of Directors in accordance with the breakdown stipulated by the Remuneration Committee, whereby the (i) independent non-executive directors and one non-executive, non-independent director (Joaquim Sérvulo Rodrigues) earn only a fixed cash remuneration and (ii) the executive directors (together with certain non-executive, non-independent directors taking on management responsibilities in the Group) earn a fixed portion in cash, a variable portion in cash and a variable portion based on stock options. This remuneration is shared among the directors as indicated in the chart below, in accordance with the responsibilities assumed by them at Novabase, and as indicated by the Remuneration Committee.
The remuneration of non-executive, non-independent directors who assume management responsibilities in the Group includes a variable portion, since the current term is a transition period to non-executive duties after many years of executive duties.
The variable portion in cash of directors' remuneration is determined with a view to aligning this portion with the organization's performance in the year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations. The variable remuneration in cash paid in 2011 corresponds to just 50% of the variable remuneration in cash component due for 2010. The remaining 50% of this component is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As regards the aforementioned stock option plan, at the start of the 2009-2011 term, the members of the Board of Directors were awarded a number of options as defined by the Remuneration Committee, under the variable remuneration stock options component for the years in question.
Accordingly, in the Remuneration Committee meeting of 4 June 2009, it was thus resolved to offer 1,959,720 options under the 2009-2011 variable remuneration stock options component in force at the Novabase Group, to be distributed among the five executive directors, Chairman of the Board of Directors and members of the Board of Directors, according to the following chart:
| Director | Fixed Annual Remuneration (€) |
Variable Annual Remuneration paid in 2011 (€) |
Partial Total (Fixed + Variable paid in 2011) (€) |
Variable paid in 2011 /Partial Total (%) |
Deferred annual variable remuneration (€) |
Variable Remuneration # options@€4.04€ 2009-2011 |
|---|---|---|---|---|---|---|
| Luís Paulo Cardoso Salvado |
€258,983.34 | €190,050.00 | €449,033.34 | 42.32% | €190,050.00 | 380,528 options |
| João Nuno da Silva Bento |
€260,610.00 | €190,050.00 | €450.660.00 | 42.17% | €190, 050.00 | 380,528 options |
| Álvaro José da Silva Ferreira |
€260,610.00 | €190,050.00 | €450,660.00 | 42.17% | €190,050.00 | 380,528 options |
| Nuno Carlos Dias dos Santos Fórneas |
€170,800.00 | €123,550.00 | €294,350.00 | 41.97% | €123,550.00 | 247,343 options |
| Francisco Paulo Figueiredo Morais Antunes |
€131,040.00 | €76,000.00 | €207,040.00 | 36.71% | €76,000.00 | 152,211 options |
| Executives Total | €1,082,043.34 | €769,700.00 | €1,851,743.34 | 41.57% | €769,700.00 | 1,541,138 options |
| (% total) | 64.91% | 78.64% | 69.99% | 78.64% | 78.64% | |
| Rogério dos Santos Carapuça |
€238,700.00 | €133,050.00 | €371,750.00 | 35.79% | €133,050.00 | 266,370 options |
| Luís Fernando de Mira Amaral |
€39,424.001 | €0.00 | €39,424.001 | 0.00% | €0.00 | 0 options |
| Manuel Alves Monteiro |
€39,424.001 | €0.00 | €39,424.001 | 0.00% | €0.00 | 0 options |
| João Luis Correia Duque |
€39,423,962 | €0.00 | €39,423,962 | 0.00% | €0.00 | 0 options |
| José Afonso Oom Ferreira de Sousa |
€106,120.00 | €38,000.00 | €144,120.00 | 26.37% | €38,000.00 | 76,106 options |
| Joaquim Sérvulo Rodrigues |
€15,862.003 | €0.00 | €15,862.00 | 0.00% | €0.00 | 0 options |
| Pedro Miguel Quinteiro de Marques Carvalho |
€106,120.00 | €38,000.00 | €144,120.00 | 26.37% | €38,000.00 | 76,106 options |
| Non-executives Total |
€585,073.98 | €209,050.00 | €794,123.96 | 26.32% | €209,050.00 | 418,582 options |
| (% total) | 35.09% | 21.36% | 30.01% | 35.09% | 21.36% | |
| TOTAL | €1,667,117.38 | €978,750.00 | €2,645,867.30 | 36.99% | €978,750.00 | 1,959,720 options |
1 The amount shown represents 50% of the total amount attributed to each director. The remaining 50% will be paid in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
1 Took parental leave of absence in 2011. As described in greater detail in point III.10 of this report, attributed options in 2009 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10 of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 28 April 2009 was €4.04 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
No additional remuneration was paid in 2011 in the form of profit sharing and/or bonuses, except for the amounts shown in the chart below, as decided by the Remuneration Committee in view of the circumstances of the current term, in which the company's founders are transitioning to non-executive positions after performing executive duties for 20 years:
| Director | Bonus (€) |
|---|---|
| José Afonso Oom Ferreira de Sousa |
95,000.00 |
| Pedro Miguel Quinteiro de Marques Carvalho |
95,000.00 |
| Total | 190,000.00 |
As shown in the attached Remuneration Committee report, the Remuneration Committee unanimously decided to defer, to 2012, 50% of the pending amounts due to directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro de Marques Carvalho for the bonus awarded to them in the Remuneration Committee meeting of 9 July 2009, whose final portion was payable in 2011. The bonus amounts shown in the above table thus correspond to 50% of the amount due.
No compensations were paid, nor are any compensations owed, to former executive directors as a result of their duties no longer being performed in 2011.
There are no supplementary pension or early retirement schemes for Novabase directors.
In 2011, an additional amount of €12,528.39 was paid to the members of the Board of Directors in meal allowances.
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group.
The variable portion in cash of directors' remuneration is determined by the Remuneration Committee with a view to aligning this portion with the organization's performance in each year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations.
The variable remuneration in cash paid in 2011 corresponds to just 50% of the variable remuneration in cash component due for 2010. The remaining 50% of this component is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As regards the stock option plan – and as a means of aligning the directors' interests with those of the company – at the start of the 2009-2011 term, the members of the Board of Directors were awarded a number of options as defined by the Remuneration Committee, under the stock options portion of the variable remuneration for the years in question, in accordance with the table in point II.31 above.
As described in greater detail in point III.10 of this report, attributed options may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. As such, the stock option plan's corresponding variable portion does not exclusively serve Novabase's long-term interests.
However, the variable portion of the remuneration paid through the stock option plan is fully aligned with these long-term interests when the options are not exercised until their last maturity date, i.e. 3 years after the commencement of the directors' terms of office, which must always occur for at least 1/3 of the options attributed.
In fact, as described in greater detail in point III.10 of this report, attributed options in 2009 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date.
Furthermore, as also described in point III.10 of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 28 April 2009 was €4.04 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
In this way, Novabase believes that a substantial part of the variable remuneration of the company's directors aligns their interests with the long-term interests of the company, although not exclusively so.
Moreover, the fact that a significant amount of the options to allot shares are deferred over time discourages excessive risk assumption by directors.
a) Reference to the fact that the executive members' remuneration includes a variable component and information on the way said component relies on the assessment performance;<
As stated in point II.31 of this report, the remuneration of executive directors includes a variable portion in cash and a variable stock option plan portion.
The variable portion in cash of directors' remuneration is determined with a view to aligning this portion of these directors' remuneration with the organization's performance in the year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations.
As stated in point II.3 of this report, the Board of Directors Performance Assessment Committee is responsible for assessing the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals.
Moreover, the variable portion in cash of directors' remuneration is determined by the Remuneration Committee with a view to aligning this portion of these directors' remuneration with the organization's performance in the year in question, measured by the net profits generated, and correlating it with the responsibility and performance of each director in particular (as stated in point II.31).
c) The pre-established criteria for assessing the performance of executive members;
The performance assessment of directors (including executive directors) takes into account the organization's performance in the year in question, measured by the net profits generated, and is aimed at correlating the remuneration's variable cash component with the responsibility and performance of each director in particular (as stated in point II.31).
The relative importance of directors' variable and fixed remuneration components is shown in the table in point II.31. One of the goals of the variable portion in cash is to establish a proper balance between the fixed and variable portions of these remunerations.
Under the stock option plan's corresponding variable component, it is stipulated that the total number of options attributed under the 4th Plan may under no circumstances exceed the total number of options attributed under the 3rd Plan, pursuant to which the shares corresponding to the options attributed but not yet exercised under this third 2006-2008 Stock Option Plan should not at any time exceed 8% of the total volume of shares representing Novabase's share capital at the time, for the three Annual Loyalty Components comprising the 3rd Plan.
The variable remuneration in cash paid in 2011 corresponds to just 50% of the variable remuneration in cash component due for 2010. The remaining 50% of this component is subject to deferred payments in the following 3 years (2012, 2013 and 2014) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
However, in what concerns the variable portion of the remuneration paid through the stock option plan, as described in greater detail in point III.10 of this report, attributed options in 2009 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10 of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 28 April 2009 was €4.04 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
f) An account of the way whereby the payment of the variable remuneration is subject to the company's continual positive performance during the deferral period;
See item e) above.
g) Sufficient information on the criteria whereon the allocation of variable remuneration on shares is based, as well as on maintaining company shares that the executive members have had access to, on the possible share contracts, namely hedging contracts or risk transfer, the relevant limit and its relation apropos the value of the total annual remuneration;
There is no remuneration through the direct allocation of shares.
Moreover, since no options were exercised on the maturity date of Batch 1 of options under the current stock option plan (as stated in point III.10), the Novabase directors participating in this plan have not accessed any shares under variable remuneration schemes.
The company has no information regarding the signing of contracts involving these shares, namely hedging or risk transfer contracts.
h) Sufficient information on the criteria whereon the allocation of variable remuneration on options is based as well as its deferral period and exercising price;
This information is described in point III.10 of this report.
i) The main factors and reasons for any annual bonus scheme and any other non-financial benefits;
Except for the stock option plan's corresponding variable remuneration component, and notwithstanding the bonuses referred to in point II.31, there is no annual bonus scheme or any other non-financial benefits.
In 2011, an additional amount of €12,528.39 was paid to the members of the Board of Directors in meal allowances.
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
j) Remuneration paid in the form of a share in the profits and/or the payment of bonuses and the rationale behind the act of awarding such bonuses and/or share in profits;
Except for the bonuses described in point II.31, paid to directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro de Marques Carvalho, there is no form of profit sharing and/or bonuses. These amounts were decided on by the Remuneration Committee in view of the circumstances of the current term, in which the company's founders are transitioning to nonexecutive positions after performing executive duties for 20 years.
l) Compensation paid or owed to former executive directors in relation to early contract termination;
No compensations were paid or became due to former executive directors as a result of their duties no longer being performed during the year.
There are no contractual restraints for compensation owed for undue dismissal of executive directors, as per legal rules.
Pursuant to Article 403 (5) of the Commercial Companies Code, if the dismissal lacks justified grounds, the director is entitled to compensation for damages incurred by the means specified in his/her contract or under the general terms of the law; this compensation may not exceed the remuneration he/she would presumably receive through the end of his/her appointed term.
In Novabase's opinion, since management positions are remunerated, with a mandatory legal ceiling on compensation for dismissal without due cause, and in view of the protection of expectations principle, there is no justification for contractual restraints that reduce the maximum legal compensation amount to a director with legal proof of damages incurred, when dismissal occurs due to his/her inadequate performance without justified grounds.
Similarly, in view of the mandatory legal ceiling on compensation for undue dismissal, there is no foreseeable advantage in establishing contractual restraints to directors' compensation in the event of consensual termination of duties.
Lastly, the implementation of such measures during the term of office does not seem appropriate.
n) Amounts paid on any basis by other companies in a group relationship or exercising control over the company;
Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group.
o) A description of the main characteristics of the supplementary pensions or early retirement schemes set up for executive directors and whether said schemes were subject or not to the approval of the General Meeting of Shareholders;
There are no supplementary pension or early retirement schemes for Novabase directors.
p) An estimate of the non-financial benefits considered as remuneration which do not fall under the categories listed above;
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
q) Mechanisms to prevent executive directors from having employment contracts that question the grounds of the variable remuneration;
The company does not adopt mechanisms to prevent executive directors from having employment contracts that question the grounds of the variable remuneration.
However, to the company's knowledge, there are no contracts of this sort.
Only independent non-executive directors and one non-independent non-executive director (Joaquim Sérvulo Rodrigues) receive solely fixed cash remuneration. The remuneration policy for directors passed in the 2011 General Meeting of Shareholders still allowed non-independent non-executive directors to receive a variable remuneration component, especially bearing in mind that these directors could take on key management responsibilities in the Group, although without executive powers (which they ultimately did), thereby justifying this variable component.
In any case, since differences in the remuneration structure are intended to adjust remuneration according to the duties actually performed by each director in the Group, the remuneration of the members of the Board of Directors is structured so as to align their interests with those of the company.
In compliance with the CMVM Recommendations published in the 2007 Corporate Governance Code, and in view of fostering a culture of responsibility and compliance, Novabase has adopted a system for reporting irregularities (known as "SPI") that may occur within its Group. Any report of irregularities made through SPI is directed to the Audit Committee, which will appoint a person in charge of SPI to manage the reports received. The person in charge of SPI must act independently and autonomously (notwithstanding responsibility to the Auditing Committee for proper compliance with his/her duties) and will be subject to confidentiality requirements. This system also observes the requirements in the Corporate Governance Code currently in force.
According to the implemented system, employees and other Novabase stakeholders have access to a direct and confidential channel for reporting to the Audit Committee any practice that appears to be improper or irregular in any way, whatever it may be, which has occurred within the Novabase Group, regardless of any blame that may be attributed, and which may impact the financial statements or the information sent to the CMVM, or that may cause serious damage to Novabase or its stakeholders (employees, customers, partners and shareholders).
Reporting of irregular practices occurring within the Novabase Group by Novabase employees when they have such knowledge is a duty, regardless of the source of the practice or the person who has performed it.
The apparent irregularity must be reported in a secure and confidential manner to the person in charge of SPI, the independent member of the Audit Committee Manuel Alves Monteiro, in two different manners:
Such reports will be processed by the person in charge of SPI according to the following procedure:
Before proceeding to the final forwarding of the reports, the person responsible for SPI takes account of the reports for statistical purposes and maintains a record of the reports that exclusively covers the following aspects: (i) date on which the report was received; (ii) essence of the facts reported, eliminating all information that permits identification of any physical persons; and (iii) date on which the investigation was concluded.
Once the investigation has been concluded, reports with an underlying probability of an irregular practice are forwarded by the Auditing Committee to the Board of Directors so that it can take appropriate measures.
Whenever the report of irregular practices results in evidence of the practice of a crime or serious disciplinary infraction, the Auditing Committee must recommend that the company forwards the matter to (i) Novabase internal bodies for due process and (ii) to external investigation bodies, namely the police or the public prosecutor, in order to ascertain responsibilities.
General rules of conflict of interest apply to the decisions to be approved by the Auditing Committee or by the Board of Directors regarding reports made within the scope of SPI.
Whatever the circumstance, the confidentiality of the report will be guaranteed if so requested by its author, and the personal data of the physical persons involved will be protected, while any action taken against the person who has made the report will be considered a serious offence.
This policy is explained on the Novabase website (www.novabase.pt) in the IR/Corporate Governance section.
In this way, Novabase complies with the provisions of the Commercial Companies Code and the recommendations of the Corporate Governance Code. Its system has been approved by the Portuguese Data Protection Authority (CNPD) through authorization no. 4494/2009.
Remuneration Committee: The board decides upon the remuneration of corporate board members. Its current members for the three-year period of 2009-2011 were decided in the General Meeting of Shareholders of 28 April 2009. Francisco Luís Murteira Nabo presides over the Remuneration Committee. Pedro Rebelo de Sousa and João Quadros Saldanha are also members of this committee. All of the committee's members are independent from the members of the Board of Directors, pursuant to Chapter II, point II.19 of the Annex to CMVM Regulation No. 1/2007, which includes the criteria adopted by Novabase in 2009 to gauge the fulfilment of Recommendation No. II.5.2 of the 2007 Corporate Governance Code (since the current CMVM Regulation No. 1/2010 and Corporate Governance Code do not establish specific criteria in this regard, Novabase believes that the criteria of prior norms should still be taken into account in assessing the independence of members of the Remuneration Committee from the Board of Directors).
Notwithstanding the above, pursuant to Recommendation No. II.5.3 of the Corporate Governance Code, no one serving or having served on the Board of Directors, in the preceding three years, should be hired to support the Remuneration Committee in the performance of its duties, together with other circumstances, under the terms of this recommendation, affecting the independence of the person in question within the scope of the Remuneration Committee's duties. This recommendation seems to suggest, a fortiori, that individuals who have performed duties on the Board of Directors in this period should likewise not be hired to support this committee or, a fortiori, become one of its members, which is the case of one of this committee's current members (João Quadros Saldanha).
Therefore, in view of Recommendation No. II.5.3 of the Corporate Governance Code, former director João Quadros Saldanha may be considered a non-independent member of the Remuneration Committee in relation to the members of Novabase's Board of Directors.
Notwithstanding the above, Novabase wishes to emphasize that since the Remuneration Committee's current members were appointed to their positions for the three-year period of 2009-2011, it seems inappropriate to make any changes at this time to this committee's composition before the end of the current term.
Although the term of the current members of the Remmuneration Committee ended on 31 December 2011, these members will remain in office until the new Remmuneration Committee is elected in the next General Shareholders Meeting, on May 3 2012.
In 2011, the Remuneration Committee held two meetings, and the respective minutes were drafted and signed.
As stated in point II.3, on 31 December 2010, the Board of Directors Performance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Luís Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques de Carvalho.
Moreover, as also stated in point II.3, on 31 December 2010, the Corporate Governance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
Furthermore, as mentioned above in the General Corporate Governance Model Assessment in Chapter 0 and in point II.16 of this report, in 2011, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, as this was not necessary in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions. With regard to 2011, Novabase believes that such circumstances justified the dismissal of Recommendation No. II.5.1. of the CMVM Corporate Governance Code.
Notwithstanding the above, it should be noted that when executive directors must be replaced, the company has a procedure in place under which the Executive Committee Chairman and the Executive Committee as a whole identify potential candidates (internal or external) to be designated under this replacement, submitting their names to the company boards legally responsible for the replacement, or communicating these names to shareholders interested in submitting, to the General Meeting of Shareholders, a respective proposal for election to the Board of Directors, when applicable.
As already mentioned in point II.13, the Board of Directors Performance Assessment Committee met once in 2010, and the Corporate Governance Assessment Committee met twice in 2010. Both of these specialized committees draw up their own meeting minutes
The Chairman of the Remuneration Committee, Francisco Luís Murteira Nabo, has suitable knowledge and experience in remuneration policy issues, pursuant to point II.38 of CMVM Regulation No. 1/2010.
The Remuneration Committee is not assisted by any natural or legal persons with an employment contract or service agreement as regards the Board of Directors or any structure beneath it, or by any existing relationship with a company consultant that affects its independence or exemption.
In addition, the Remuneration Committee is not assisted by any entity having a relationship with the company's management in the preceding three years, pursuant to the above paragraph, or by any person related by an employment contract or service agreement with any person referred to in this or the above paragraphs.
Notwithstanding the above, the considerations from the start of this Section V, namely concerning the assessment of the independence of Remuneration Committee members in view of the provisions of Recommendation No. II.5.3 of the 2010 Corporate Governance Code, must be taken into account.
As explained earlier, the provisions of this CMVM recommendation seem to suggest, a fortiori, that individuals who have performed duties on the Board of Directors in this period should likewise not be hired to support this committee or, a fortiori, become one of its members, which is the case of one of this committee's current members (João Quadros Saldanha).
Therefore, in view of Recommendation No. II.5.3 of the 2010 Corporate Governance Code, former director João Quadros Saldanha may be considered a non-independent member of the Remuneration Committee in relation to the members of Novabase's Board of Directors.
Novabase's share capital consists of 31,401,394 issued shares. There are no shares that are not admitted for trading, nor are there different categories of shares. All shares confer the same rights and obligations.
III.2 Qualified holdings in the shareholder capital of the issuer company, calculated in accordance with Article 20 of the Portuguese Securities Code.
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and Voting Rights |
| Partbleu, Sociedade Gestora de Participações | 3,180,444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA | 1,792,144 | ||
| BES Pension Fund | 1,149,395 | ||
| Corporate Board members | 60 | ||
| Banco Espírito Santo, SA Group (under the terms of Article 20, Item 1 of the Securities Code) |
2,941,599 | 9.37% | |
| José Afonso Oom Ferreira de Sousa | 2,514,9472 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,6792 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2,018,0472 | 6.43% | |
| João Nuno da Silva Bento | 1,899,7992 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,7872 | 6.00% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo de Investimento Mobiliário Aberto Poupança Acções Santander PPA |
1,413,967 | ||
| Fundo de Investimento Mobiliário Aberto Santander Acções Portugal |
138,786 | ||
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (under the terms of Article 20, Item 1 of the Securities Code) |
1,552,753 | 4.94% |
| Álvaro José da Silva Ferreira | 1,189,4232 | 3.79% | |
|---|---|---|---|
| CAIXAGEST ACÇÕES PORTUGAL – Fundo de Investimento Mobiliário Aberto de Acções |
209,382 | ||
| CAIXAGEST PPA - | 467,332 | ||
| Caixagest – Técnicas de Gestão de Fundo | 676,714 | 2.16% | |
| 648,486 | 2.07% | ||
| Total | 22,252,698 | 70.87% |
1 Shareholdings of each of these shareholders correspond to last positions notified to the company as at 31 December 2011.
2 Includes shares under the shareholders' agreement described in point III.5 of this report. The voting rights attributable to other shareholders under this agreement are attributable to the shareholder in question. The total voting rights under this agreement corresponded to 10,488,065 shares representing 33.40% of the share capital and voting rights of Novabase – SGPS, S.A.
III.3 Identification of shareholders with special rights and description of these rights.
The articles of association do not provide for shares with special rights.
The articles of association do not limit the transfer or ownership of Novabase shares.
On 28 October 2008, the market was notified of the signing of a shareholders' agreement (replacing a prior agreement signed on 20 April 2006) signed by shareholders José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro Marques de Carvalho, Rogério dos Santos Carapuça, Luís Paulo Cardoso Salvado, João Nuno da Silva Bento and Álvaro José da Silva Ferreira, centred on 10,488,065 Novabase shares held by them, corresponding to 33.4% of the company's voting rights. The shareholders' agreement entered into force on 20 April 2009, for a period of three years, at which time the prior shareholders' agreement referred to above ceased to be valid.
The shares under the shareholders' agreement that entered into effect on 20 April 2009 were held by these shareholders in the following quantities:
| Shareholder | No. of Shares | % Capital |
|---|---|---|
| José Afonso Oom Ferreira de Sousa | 2,170,679 | 6.91% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 6.91% |
| Rogério dos Santos Carapuça | 1,774.755 | 5.65% |
|---|---|---|
| Luís Paulo Cardoso Salvado | 1,783,543 | 5.68% |
| João Nuno da Silva Bento | 1,783,543 | 5.68% |
| Álvaro José da Silva Ferreira | 804,866 | 2.56% |
| Total | 10,488,065 | 33.40% |
The following contents of this shareholders' agreement are noteworthy:
Any Signatory responsible for allocating such voting rights, in the terms specified above, and who fails to execute the proper procedures to suspend and terminate the obligation for a tender offer, will be obliged to launch the tender offer individually.
Any signatory dismissed without just cause, from his/her management duties at Novabase while the Shareholders' Agreement is in force can opt to terminate his/her participation in the agreement.
On 31 December 2011, the shareholders' agreement signed in 2008 and effective since 2009 was in effect. However, on 30 January 2012, a new shareholders' agreement was signed by shareholders Luís Paulo Cardoso Salvado, João Nuno da Silva Bento, Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro Marques de Carvalho and Álvaro José da Silva Ferreira, centred on 10,488,065 Novabase shares held by them, corresponding to 33.40% of the company's voting rights (restricted shares). This new shareholders' agreement entered immediately into force, and shall be valid until 30 April 2015, replacing the previous shareholders' agreement signed by the signatories.
The shares under the Shareholders' Agreement are held by the aforementioned shareholders in the following quantities:
| Name | No. of Shares | % Capital | |
|---|---|---|---|
| Luís Paulo Cardoso Salvado | 2,018,047 | 6.43% | |
| João Nuno da Silva Bento | 1,899,799 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,775 | 6.00% | |
| José Afonso Oom Ferreira de Sousa | 1,748,011 | 5.57% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 1,748,011 | 5.57% | |
| Álvaro José da Silva Ferreira | 1,189,423 | 3.79% | |
| Total | 10,488,066 | 33.40% |
The following contents of this shareholders' agreement are noteworthy:
given date may acquire restricted shares, and/or Novabase to be included in restricted shares, up to this maximum limit of 1/6 (one-sixth) of all restricted shares;
The signing of these Shareholders' Agreements, particularly the new Shareholders' Agreement, has sought to guarantee shareholder stability for their corresponding three-year periods. Novabase believes that the existence of a shareholders' agreement does not constitute a defensive measure contrary to shareholder interests in itself, since it ensures stability in the management of the company, therefore safeguarding Novabase's corporate and shareholder interests. Furthermore, Novabase believes that because the current shareholders' agreement involves only 33.40% of Novabase's total shares, it should not be considered a defensive measure against any public offerings for acquisition, given that in addition to the fact that it was not established for this purpose, such a shareholders' agreement cannot prevent the transfer of control of the company and therefore the success of any general public offerings for acquisition.
However, due to the existence of this shareholders' agreement, the CMVM believes that Novabase does not fulfil Recommendation No. I.6.1. of the Corporate Governance Code in its entirety.
Apart from this Shareholders' Agreement, Novabase has no knowledge of the existence of any other shareholders' agreements regarding its share capital.
III.6 Rules applicable to amendment of the company's articles of association;
When amendments to the articles of association are under consideration, the General Meeting of Shareholders can only decide on first notice if shareholders having stock corresponding to at least one-third of the share capital are present or represented. This requirement does not apply on second notice, and the General Meeting of Shareholders can then decide on any matter, regardless of how many shareholders are present.
When amendments to the articles of association are under consideration, the General Meeting of Shareholders decides by a two-thirds majority of the votes cast.
However, should shareholders representing at least half the share capital be present or represented on second notice, the decision on amendments to the articles of association can be taken by an absolute majority of the votes cast, and a two-thirds majority is not required.
There are no employee investment schemes in which voting rights are not directly exercised by them.
c) Payment of dividends according to the category of shares with indication of the net amount per share.
The NOVABASE share in 2011 lost 27,9%, which compares to a loss of 27,6% in the PSI20 index and a loss in the EuroStoxx Technology index of 12,8%.
In 2011, a dividend of 0,13€/share was distributed.
In comparing Novabase's share price with other similar companies from Europe's IT sector, one can see that Novabase share's performance in the 12M11 was in line with the average performance of other shares.
The average target price from analysts covering Novabase is 3.70 euros.
In the 12M11, rotation represented 17,5% of NOVABASE share capital, with 5,5 million shares traded, values which are below the ones in the 12M10 (rotation of 22,5% of share capital, 7,1 million shares traded).
| Resumo Summary |
2011 | 2010 | 2009 | 2008 | 2007 |
|---|---|---|---|---|---|
| Cotação Mínima (€) Minimum Price (€) |
1.70 | 2.79 | 3.27 | 2.10 | 3.27 |
| Cotação Máxima (€) Maximum Price (€) |
3,21 | 4.63 | 5.05 | 5.07 | 5,91 |
| Cotação Média Ponderada (€) Average Weighted Price (€) |
2,67 | 3.71 | 4.39 | 3,87 | 5.17 |
| Cotação no Último Dia (€) Last Tradable Day Price (€) |
2,09 | 2.90 | 4.44 | 4.59 | 3,27 |
| Nº Títulos Transaccionados (milhões) Number of Shares Traded (millions) |
5,5 | 7,1 | 8,5 | 21,0 | 20,2 |
| Capitalização Bolsista no Último Dia (M€) Market Capitalization on Last Day (M€) |
65,6 | 91.1 | 139.4 | 144.1 | 102,7 |
The relevant occurrences disclosed by Novabase in 2011 were as follows:
15/12/2011 NOVABASE – SGPS, SA informa sobre transacções de dirigentes 05/12/2011 NOVABASE – SGPS, SA, informa sobre transacções de dirigentes 25/11/2011 NOVABASE – SGSP, SA informa sobre Relatório e Contas no 3T2011 24/11/2011 NOVABASE – SGPS, SA, informa sobre transacções de dirigentes 08/11/2011 NOVABASE – SGPS, SA informa sobre resultados consolidados no 3º trimestre de 2011 12/09/2011 NOVABASE-SGPS, SA informa sobre transacções de dirigentes 26/08/2011 NOVABASE-SGPS, SA, 1º Semestre de 2011 28/07/2011 NOVABASE – SGPS, SA informa sobre resultados consolidados do 1º semestre de 2011 28/07/2011 NOVABASE – SGPS, SA informa sobre revisão do guidance para 2011 15/07/2011 NOVABASE - SGPS, SA informa sobre participação qualificada 26/05/2011 NOVABASE – SGPS, SA informa sobre Relatório e Contas do 1T2011 26/05/2011 NOVABASE – SGSP, SA informa sobre participação qualificada 19/05/2011 NOVABASE – SGPS, SA informa sobre pagamento de dividendo 19/05/2011 NOVABASE – SGPS, SA informa sobre transacções de dirigentes 11/05/2011 NOVABASE – SGPS, SA informa sobre resultados consolidados no 1º Trimestre de 2011 05/05/2011 NOVABASE-SGPS, SA informa sobre deliberações da Assambleia Geral Anual de Accionistas 27/04/2011 NOVABASE-SGPS, S.A. informa sobre pedido de inclusão de assuntos na ordem do dia de Assembleia Geral Anual e respectivas propostas de accionistas 27/04/2011 NOVABASE-SGPS, SA informa sobre aditamento à convocatória da Assembleia Geral Anual 19/04/2011 NOVABASE – SGPS, SA informa sobre reforço da aposta no sector Aeroespacial com a aquisição da Evolvespace Solutions 15/04/2011 NOVABASE-SGPS,S.A.informa sobre transacções de dirigentes 12/04/2011 NOVABASE-SGPS, SA informa sobre Relatório e Contas consolidadas e individuais de 2010 12/04/2011 NOVABASE-SGPS, SA informa sobre o Relatório de Governo da sociedade de 2010 12/04/2011 Proceder à apreciação geral da Administração e Fiscalização da Sociedade
12/04/2011
Deliberar sobre a declaração da Comissão de Vencimentos relativa à política de remuneração dos membros dos órgãos sociais
12/04/2011
Deliberar sobre aquisição e alienação de acções próprias
12/04/2011
Deliberar sobre a alteração dos números 2, 3, 4 e 7 do artigo 9.º e dos artigos 12.º e 13.º dos Estatutos
12/04/2011
Deliberar sobre a proposta de aplicação de resultados
12/04/2011
Deliberar sobre o Relatório de Gestão e as Contas relativas ao exercício de 2010
12/04/2011
NOVABASE-SGPS, SA informa sobre a convocatória da Assembleia Geral Anual
12/04/2011
NOVABASE – SGPS, SA informa sobre Síntese de Informação Divulgada em 2010
04/04/2011
NOVABASE-SGPS,S.A.informa sobre transacções de dirigentes
17/02/2011
NOVABASE - SGPS, SA informa sobre decisão sobre Fundos de Capital de Risco
08/02/2011
NOVABASE – SGPS, S.A. informa sobre política de remuneração accionista
08/02/2011
NOVABASE – SGPS, S.A. informa sobre guidance 2011
08/02/2011
NOVABASE – SGPS, S.A. informa sobre resultados consolidados de 2010
Dividends for 2000, 2001 and 2002 – the Board of Directors proposed at the General Meetings of Shareholders on 22 May 2001, 29 April 2002 and 29 April 2003 that the profits made in the financial years of 2000, 2001 and 2002 should continue to be invested in the company to enable it to give priority to structural investments with a decisive impact on the company's growth and profitability. The prospectus of the public offer for the sale and admission to official trading of Novabase's shares on the Lisbon and Porto Stock Exchanges (today Eurolist of Euronext Lisbon) had already announced the company's intention not to distribute dividends to the shareholders in the three years following its admission to trading. The General Meeting of Shareholders therefore decided unanimously not to distribute dividends to the shareholders for the financial years ending on 31 December of 2000, 2001 and 2002.
Dividends for 2003, 2004, 2005, 2006, 2007 and 2008 – shareholders present at Annual General Meetings of Shareholders decided not to distribute dividends.
In 2009, Novabase distributed a total of €15.7 million to shareholders, of which €10 million corresponded to 2009 annual profits and €5.7 million corresponded to capital reimbursements. This distribution entailed a total payment of €0.50 per share to shareholders.
Moreover, on 8 February 2011, Novabase announced that its Board of Directors has approved the intention to implement a shareholder earnings policy with the following essential terms and conditions:
Payment, in 2011, of a cash dividend of €0.13 per share, for a total of €4,082,121.22.
As of 2012, annual payment of a dividend in an amount ranging between 30% and 40% of consolidated net profit recorded in each financial year.
It also announced that the implementation of the above shareholder earnings policy would remain subject to market conditions, a financial and accounting status at Novabase allowing its execution, approval at the appropriate corporate board meetings and/or the General Meeting of Shareholders and other applicable legal and regulatory terms and conditions, together with other factors deemed relevant by the Board of Directors at the time.
With regard to 2010, Novabase distributed a total of around €4.1 million to shareholders in 2011 (corresponding to around €2.7 million from the year's net profit and around €1.4 million from free reserves and cumulative results) with the General Meeting of Shareholders' approval of the proposal from the Board of Directors, resulting in a payment to shareholders of €0.13 per share.
Meanwhile, on 2 February 2012, Novabase announced that its Board of Directors had approved a plan to propose, at the 2012 General Meeting of Shareholders, the distribution €942,041.82 to shareholders. This payment, equal to 35.54% of consolidated net profit, represents a distribution of 3 euro cents per share.
III.10 Description of the main characteristics of the stock plans and plans for options to purchase stock adopted or in force during the year under review, namely justification for adoption of the plan, category and number of plan recipients, eligibility criteria, inalienability of shares clauses, criteria regarding share prices and the price for exercising options, time frame during which options can be exercised, characteristics of the shares to be attributed, existence of incentives to acquire shares and/or exercise options and the power of the board of directors to execute or modify the plan.
a) Of the number of shares needed to meet the exercising of the options attributed and the number of shares needed to meet the number of exercisable options, as a reference at the beginning and end of the year;
b) Of the number of options attributed, exercisable and extinguished during the year;
c) At the General Meeting of Shareholders, assessment of the characteristics of the adopted plans or the plans in force during the year in question.
To date, the Novabase General Meeting of Shareholders has approved four plans for options to allot, subscribe for and/or purchase shares, namely:
Novabase Group companies, namely those directors who in large part manage these companies, as well as those persons who hold an important position in any company of the Novabase Group on the basis of an employment contract;
• 4th Plan for Options to Allot Shares (2009-2011 Plan) passed in the General Meeting of Shareholders of 28 April 2009, covering only the directors of Novabase SGPS.
The time periods for exercising the first three plans have already expired, and there are no active stock options that can be exercised. The plans implemented by Novabase have sought and still seek to promote investment in the company by employees and/or members of the Board of Directors of the company and other companies in the Novabase Group, with a view to pooling efforts towards developing the company's business activity, achieving its goals and sharing the company's strong growth potential with staff, regardless of their professional category.
The 4th Plan for Options to Allot Shares, in effect from 2009-2011, covers the directors of Novabase.
This Plan for Options to Allot Shares involves ordinary Novabase shares as a performance bonus for participants.
The options are allotted by way of decision of the Remuneration Committee, which will meet for this purpose within 60 days of the commencement of duties. The options may be exercised in phases at three points in time. The first can be exercised on 25 May of the year following that in which the first annual component is attributed, and the other two on the same day (or on the first subsequent working day) in the following months of May, and in blocks corresponding to 1/3 of the number of options attributed. Unexercised options may be exercised on their subsequent maturity dates, although they will automatically expire if not exercised on the last maturity date of 25 May 2012.
Each participant may benefit only once from the options under this plan, which will occur in the year in which they commence their management duties.
The options' strike price is defined before the date of attribution. It should, as a rule, be the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase shares at sessions of the Euronext Lisbon regulated market occurring in the ninety days preceding the participant's commencement of management duties, with any necessary adjustment under the terms of the plan. The strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 28 April 2009 was €4.04 per share.
Under the terms of the plan, exercised options are settled via net share settlement from Novabase's portfolio.
Once the participant notifies the company of his/her intention to exercise options on each of the scheduled dates, the number of shares to allot to this participant (rounded down) is determined by the formula:
No of shares = No. of options exercised x (TP – Strike) / TP
Where:
TP or take-up price = arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase's shares at sessions of the Euronext Lisbon occurring in the ninety days preceding the vesting date.
The total number of options attributed under the 4th Plan may under no circumstances exceed the total number of options attributed under the 3rd Plan, pursuant to which the shares corresponding to the options attributed but not yet exercised under this third 2006-2008 Stock Option Plan should not at any time exceed 8% of the total volume of shares representing Novabase's share capital at the time, for the three Annual Loyalty Components comprising the 3rd Plan.
Novabase's Remuneration Committee is responsible for selecting participants in the 4th Plan.
As a rule, changes to strike and take-up prices are not authorized. Whenever financial transactions with potentially relevant impacts on Novabase's share value occur, these prices may be adjusted under the terms of the Plan, but only to offset these transactions' effects, subject to the Remuneration Committee's prior authorization and validation.
The total number of recipients is eight participants.
Implementation of the Plans:
In 2001 the first phase of the current Stock Option Plan was implemented, and by 25 May 2001, 55,964 subscription options for Novabase shares had been exercised, which corresponded to 47.6% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for that purpose on 1 June 2001. Of the 55,964 shares subscribed, 45,043 were subscribed at €8.50, and the remaining 10,921 at €10.40.
In 2002 and 2003, due to the performance of the capital markets, none of the options provided for in the Stock Option Plan were exercised.
In 2004, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 150,743 subscription options for Novabase shares were exercised on 25 May 2004, corresponding to 11.9% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 28 May 2004. The 150,743 shares were subscribed and paid up at the unit price of €4.96.
In 2005, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 319,058 subscription options for Novabase shares were exercised on 25 May 2005, corresponding to 8.9% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 01 June 2005. Of the total 319,058 shares, 314,971 were subscribed and paid up at the unit price of €4.96, and the remaining 4,087 shares were subscribed and paid up at the unit price of €5.87.
In 2006, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 2,675,629 subscription options for Novabase shares were exercised on 25 May 2006, corresponding to 48% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 01 June 2006. Of the total 2,675,629 shares, 2,634,308 were subscribed and paid up at the unit price of €4.96, 38,755 shares were subscribed and paid up at the unit price of €5.87, while the remaining 2,566 shares were subscribed and paid up at the unit price of €6.10.
In 2007, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 23,169 subscription options for Novabase shares were exercised on 25 May 2007, corresponding to less than 1% of the options attributed and exercisable on that date (active options). All 23,169 options were subscribed for at the unit price of €4.91 (resulting from the adjustment to the unit price of €4.96, as explained below). The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2008, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 10,974 subscription options for Novabase shares were exercised on 25 May 2008, corresponding to 1% of the options attributed and exercisable on that date (active options). All 10,974 options were subscribed at the unit price of €4.09. The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2009, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 10,974 subscription options for Novabase shares were exercised on 25 May 2009, corresponding to 1% of the options attributed and exercisable on that date (active options). All 10,974 options were subscribed at the unit price of €4.09. The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2009, under the 4th Plan, a total of 1,959,720 options were allotted to Novabase directors participating in the Plan.
On 25 May 2010, the maturity date was reached for Batch 1 (equalling one third of the total) of the options allotted to each participant under the 4th Plan; no options were exercised on this date.
On 25 May 2011, the maturity date was reached for Batch 2 (equalling one third of the total) of the options allotted to each participant under the 4th Plan; no options were exercised on this date.
| Period | Total Shares Exercised |
Shares | Subscription Price |
Shares | Subscription Price |
|---|---|---|---|---|---|
| 2001 | 55,964 | 45,043 | 8.5 | 10,921 | 10.40 |
| 2004 | 150,743 | 150,743 | 4.96 | ||
| 2005 | 319,058 | 314,971 | 4.96 | 4,087 | 5.87 |
| 2006 | 2,675,629 | 2,634,308 | 4.96 | 38,755 | 5.87 |
| 2006 | 2,566 | 6.10 | |||
| 2007 | 23,169 | 23,169 | 4.91 | ||
| 2008 | 10,974 | 10,974 | 4.09 | ||
| 2009 | 10,974 | 10,974 | 4.09 | ||
| 2010 | 0 | 0 | 0 | 0 | 0 |
| 2011 | 0 | 0 | 0 | 0 | 0 |
Given a hypothetical take-up price, on 31 December 2011, of the options attributed in the 4th Plan, which would be €1.99 per share (calculated according to the above criteria), if all attributed and exercisable options (i.e. the total 1,959,720 options allotted to management) were exercised on the next vesting date of 25 May 2012, no shares would be attributed in settlement of the exercised options.
The above information is for information purposes only, since, as stated above, the options attributed under the 4th Plan may only be exercised on the maturity dates specified in the plan: 25 May of the year following that in which the options are attributed, and the same days (or on the first subsequent working day) in the following months of May, in batches corresponding to 1/3 of the number of options attributed.
It is important to note that, bearing in mind (a) the distribution to shareholders in 2010 and 2011 (as indicated in point III.9) and (b) Novabase's publicly announced intention to implement a shareholder earnings policy including payment, as of 2012, the annual payment of a dividend in an amount ranging between 30% and 40% of consolidated net profit recorded in each financial year, the options' strike and take-up prices are expected to experience adjustments. Adjustments to the 4th Plan must be made pursuant to clause 8 of the respective regulations, and are subject to prior authorization and validation by the Remuneration Committee.
As regards the shares attributed under the 4th Plan, these cannot be sold or encumbered by participants for a period of one year from their respective date of attribution due to the exercising of these options, with the exception of 50% of all shares attributed on said date.
Meanwhile, on 30 January 2012, as part of the announcement of the new shareholders' agreement described above, it was announced that its signatories would make efforts to implement a new stock option plan.
III.11 A description of the main data on business deals and transactions carried out between the company and between the members of the Management and Supervisory Board or companies in a control or group relationship, provided the amount is economically significant for any of the parties involved, except for those business deals or transactions that are cumulatively considered within the bounds of normal market conditions for similar transactions and are part of the company's current business.
No business deals or transactions were conducted between the company and the members of its management and supervisory boards, or companies in a control or group relationship, outside of normal market conditions or outside of the company's current business.
III.12 Description of the vital data on business deals and transactions carried out in the absence of normal market conditions between companies and owners of qualifying holdings or entity-relationships with the former, as envisaged in Article 20 of the Securities Code.
No business deals or transactions were conducted between the company and owners of qualified holdings, or entities in any way related to them, outside of normal market conditions.
III.13 A description of the procedures and criteria applicable to the supervisory body when same provides preliminary assessment of the business deals to be carried out between the company and the owners of qualifying holdings or entity-relationships with the former, as envisaged in Article 20 of the Securities Code.
Pursuant to Recommendation No. IV.2 of the Corporate Governance Code, significant business deals with qualified shareholders, or with entities in any way related to them, pursuant to Article 20 of the Securities Code, must be subject to the prior opinion of the supervisory board. The procedures and criteria required to define the relevant level of significance of these deals and other conditions must be established by the supervisory board.
Taking this recommendation into account, on 31 March 2011, Novabase passed Internal Regulations on Translations with Qualified Shareholders, to which major company business deals with qualified shareholders are subject.
Business deals of this sort include transactions by the company, by entities in a control or group relationship or entities within its consolidation perimeter, with qualified shareholders, or with entities related to them pursuant to Article 20 of the Securities Code.
Significant business deals also include: (i) those that are not part of the day-to-day business of the company, of shareholders or of entities related to them pursuant to Article 20 of the Securities Code, and revolving around a single matter, with a cumulative combined total equal to or greater than, in a given financial year, half-year or quarter, €50,000 (fifty thousand euros), even when the amount of each individual transaction does not exceed this amount; or (ii) those not carried out in normal market conditions.
In the above cases, Novabase's Board of Directors, Executive Committee and bodies, committees and individuals in the Novabase Group with authorization to approve the transaction in question must notify the company's Auditing Committee as soon as possible, and never less than 5 days from the transaction's occurrence, of their intention to approve the transaction.
Such notification to Novabase's Audit Committee must include the following: (a) identification of the body, committee or individual in the Novabase Group making the notification, together with the Novabase Group entity under which said body, committee or individual operates or is found; (b) parties to the transaction; (c) scheduled transaction date; (d) economic and financial terms of the transaction, and its total amount, which must always be specified, even if only an estimate; (e) reason for transaction between the Novabase Group and the entity in question; (f) reason for transaction specifically with customer or supplier in question.
Once the above notification has been received, the Audit Committee must issue its approval or disapproval of the transaction as soon as possible.
In issuing its opinion, the Audit Committee must bear in mind whether the business deal in question will be carried out under normal market conditions for similar transactions, whether it is part of the company's day-to-day business and whether the principle of equal treatment of Novabase Group customers/suppliers will be respected, together with grounds justifying the transaction when digressions to these principles occur, i.e. the need to purpose a higher company interest.
In either case, the Audit Committee must give immediate notification to Novabase's Board of Directors of any prior opinion issued.
III.14 A description of the statistical data (number, average and maximum values) on the business deals subject to preliminary opinion by the supervisory board.
The supervisory board had no prior involvement in the company's business deals in 2011.
III.15 Indication of the availability on the company's website, of annual activity reports drawn up by the general and supervisory board, by the financial matters committee, the audit committee and the supervisory board, including constraints that might be encountered, as well as financial information documents.
The report on the activities of Novabase's Audit Committee is attached to this report and published at Novabase's website, and includes a description of the oversight activities carried out by the Audit Committee, together with the fact that no constraints were found with regard to these activities.
III.16 Reference to the existence of an Investor Relations Office or other similar service, indicating:
Novabase is particularly focused on its presence in the capital market. The Investor Relations Office is responsible for representing Novabase in its dealings with the CMVM and investors, while promoting contact with private and institutional, foreign and Portuguese investors.
The office provides information through Novabase's website (www.novabase.pt). Since 2002 Novabase has had a dedicated investor relations area on its company website at www.novabase.pt. Investors have access to a number of links containing information of interest to their profile. In terms of financial information, they have access to Annual Reports and Accounts for previous years, the Financial Calendar, relevant information about the sector supporting the predictability of earnings, reserved information, information on the composition and powers of the company's Corporate Boards, the names and e-mail addresses of the analysts covering the security, the market consensus on three-year sales and EBITDA margins, the market performance of Novabase's shares, Novabase's shareholders, a space reserved for the General Meetings of Shareholders for convening meetings and posting preparatory information for General Meetings of Shareholders, the form for postal votes and electronic voting (available since 2006), a Corporate Governance space in which Novabase publishes this report, CMVM Regulation No. 1/2010 on the Governance of Listed Companies and Corporate Governance Code and the procedure for reporting irregularities, frequently asked questions, and the contact details of Novabase's Investor Relations Office.
A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders.
At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders.
On its website, Novabase maintains a collection of past minutes, including the number of people present, number of shareholders represented and the number of institutional investors present, as well as the meetings' agendas and the decisions taken at meetings held over the past three years.
The following information is published in English on Novabase's website: a) The company, public company status, headquarters and remaining data provided for in Article 171 of the Commercial Companies Code; b) Articles of Association; c) Credentials of the members of corporate boards and the market liaison officer; d) Investor Relations Office – its functions and access tools; e) Accounts reporting documents; f) Half-yearly calendar on company events; g) Proposals sent through for discussion and voting during the General Meeting of Shareholders; h) Notices convening General Meetings of Shareholders.
The Investor Relations Office can be contacted as follows:
María Gil Marín Market and Investor Relations Phone: +351 213 836 300 Fax: +351 213 836 301 E-mail: [email protected] Address: Av. D. João II, Lote 1.03.2.3., Parque das Nações, 1998-031 Lisbon, Portugal
III.17 Indication of the amount of annual remuneration paid to the auditor and to other individual or legal persons belonging to the same network supported by the company and/or legal persons that are controlled by or part of a group, and breakdown of the percentage relating to the following services:
For the purpose of this information, the concept of network is that stipulated by European Commission Recommendation no. C (2002) 1873, of 16 May.
| Service | 2010 ('000€) | 2011 ('000€) |
|---|---|---|
| Statutory auditing | 200 | 200 |
| Other reliability assurance services |
3 | 3 |
| Tax consultancy services | 8 | 0 |
| Services other than statutory auditing |
12 | 3 |
Among other duties, the external auditor is responsible for verifying the application of remuneration policies and systems, the efficiency and functioning of internal control mechanisms and the reporting of any shortcomings to the Auditing Committee, thereby fulfilling Recommendation No. III.1.4 of the Corporate Governance Code.
A procedure is in place by which all of the various auditing services are subject to the prior approval of the Auditing Committee. In 2010, auditors were hired to perform services involving the certification and declaration of consolidated annual sales data for training and electrical and electronic equipment; however, these services (as shown in the table above) did not exceed 10% of all auditing services.
The use of such services is justified at the time of their prior approval by the Auditing Committee, primarily due to the functional advantages of Novabase knowledge held by the external auditor from the performance of these duties, in addition to the assurance of independence given by the external auditor in the fulfilment of professional obligations.
o) Recommendation No. III.1.3 of the Corporate Governance Code states that auditors should be rotated at the end of three terms when the term of office of corporate boards is three years, as is the case with Novabase.
Moreover, pursuant to Article 54 of Decree-Law No. 224/2008 of 20 November, in entities of public interest (which, under the terms of the respective legislation, includes listed companies), the maximum period for performing auditing duties by the partner responsible for overseeing or directly performing statutory audits is seven years from his/her appointment, renewable after a minimum period of two years.
On 31 December 2011, the Novabase statutory auditing body and active external auditor was the official auditing firm PricewaterhouseCoopers & Associados, SROC, Lda, represented by Jorge Manuel Santos Costa or Ana Maria Ávila de Oliveira Lopes Bertão, and with César Abel Rodrigues Gonçalves as substitute statutory auditor.
Since the partner responsible for statutory audits has provided services to Novabase since 2003 (as a representative of Belarmino Martins, SROC), under Article 54 of Decree-Law No. 224/2008 of 20 November, once seven years had passed in relation to the start of these services (in May 2010), the current partners were appointed to oversee and directly perform Novabase's statutory audits, under the above terms.
PricewaterhouseCoopers & Associados, SROC, Lda. was chosen as the company's statutory auditor for the three-year term of 2009-2011, and will perform these duties at least until Novabase's General Meeting of Shareholders on 3 May 2012.
In view of the above, the Auditing Committee weighed up the conditions of the auditor's independence, the advantages and costs involved in maintaining the auditor, and the auditor's replacement.
Along these lines, the following were taken into account:
In view of all of the above aspects, the Auditing Committee issued a specific opinion to keep the current external auditor for at least one more term, thereby fulfilling Recommendation No. III.1.3. of the CMVM Corporate Governance Code in its entirety.
Novabase of an Audi adopted in 2 t Committee 2007 the Ang e as statutory glo-Saxon go y supervisory overnance m y corporate b model which i board of the c implies the e company. existence
The curren nt Audit Com mmittee is com mposed by:
L Luis Mira Am aral (Chairm man)
J João Luís Co orreia Duque (Member) a nd
M Manuel Alves s Monteiro (M Member)
The curre Novabase compositio requisites nt members on 28 Apr on of the Boa established s of the Aud ril 2009 for ard of Direct in the law – dit Committe the trienniu tors of the gr namely nº 5 ee were elec um 2009 roup as non artº 414 of t cted on the 2011 and a executive m he Companie General Me also are par members, fulf es Code. eeting of rt of the filling the
The curre supervisor Companie it held dur ent Audit C ry competen es Code, carr ing the year: Committee, a ncies establis ried out the f as a statuto shed in its i following acti ory auditing nternal regu ivities in the g body of N ulations and course of the Novabase, w in artº 423 e 10 formal m with the -F of the meetings
.The C namel charac Committee e ly in the re cter, issuing evaluates, o espect of its a report whic on a yearly s independe ch is passed basis, the a ence, rigor, d on to the Bo activity of th professiona oard of Direc he external alism and p ctors. auditors, ro-active
Within the ne auditin by the n the establis eed of previo ng services b e Audit Comm shed procee us approval by the group mittee. eding known by the Audit p auditors, n as "Non Au t Committee o such requ udit Services of all service est of such s", which est es other than nature was tablishes n specific received
The C CFO, the fin as we financ Committee he not excludin nancial inform ell as compl cial statemen eld regular in g regular me mation issued iance with t ts. nternal meeti eeting in sep d by the com the accounti ings jointly w parate with e mpany to be ng policy an with the exter ach, to analy disclosed to nd criteria in rnal auditors yse the confo the market q n the prepa s and the ormity of quarterly ration of
The C buildin inform releva Committee ho ng closer rel mation and d ant in this per olds regular ationships w discussion o riod. meetings w with these an of all the fin with the CEO nd assuring nancial and O and CFO, j a high degr operational jointly or se ree in the sh matters co parately, haring of nsidered
During discus g 2011, the ssing the rep Committee orts for this e held regula effect. ar meetings s with the C CRO, analys sing and
Simult challe extern taneously, th nges to the s nal auditors. he risks on th sustainability he company y of the comp and its busin pany's busin nesses were ess, within t e analysed as he meetings s well as s with the
The e discus evaluation of ssion of the c the internal conclusions j l audit repor ointly with th rts is carried he CFO. d out on a y early basis, with the
The C the int Committee ac ternal contro ccompanied t l issues as re the evolution eported by th n of the solut he external a tions implem auditors durin mented in res ng the period ponse to d.
Also, Develo knowle meetings w opment wer edge of the i with the peo re carried o nternal contr ople respon out, which w rol processes sible in cha were very p s. arge of Qu productive as ality and C s to deepe Corporate ning the
This A compa at the of kno leadin to pro sustai stakeh Audit Comm any and its b same time s owledge of t g to an adeq otect the co nability of t holders, in pa ittee devotes businesses u seeking to as their nature quate monito ompany busi the compan articular the s s special att undertaking a ssure that th and repercu oring of their inesses and ny and of shareholders tention to th a special effo he executive ussions to th variables an d the assets the legitima s. he various p ort to get to managemen he company, nd establishin s allocated, ate interests otential risks know them nt has a high , adopting m ng mitigation ensuring th s of the re s for the in detail, h degree measures n policies he future espective
Interac a bette ction with the er identificati e Chairman ion of risk iss and the CRO sues and the O was, to thi e ways to add is respect, ve dress them. ery positive, allowing
Novab as "SP throug Respo comm base has ado PI") eventua gh the SPI is onsible for munication reg opted a syst lly occurred s addressed the SPI to garding any tem for comm in the Grou to the Aud o manage irregularity w munication o up. The com it Committee these com was received of irregular p munication o e which has mmunications . practices (de of irregular p appointed a s. During 2 signated practices a person 2011 no
Simult evalua incent taneously wi ation of its p tive to the co th these act erformance ontinuous imp ivities the Co and complia provement of ommittee ca ance with the f its actions. rries out on e goals estab a yearly bas blished, whc sis a self ch are an
In com pursui auditin mpliance wit it of its activ ng body. th the Comp ities as abov panies Code ve it has not e, the Audit t come acros Committee ss any limita confirms tha ation to its ac at in the ctivity as
The C transp the tea of the postur Committee parency, both am which m Board of D re hereby reg has in fac h from the p akes up the irectors, the gistered with ct encounter people respo Executive C President o great satisfa red a post onsible with Committee, w of the Execu action. ure of grea whom it hel with special n utive Commit at cooperat d contacts a note to the C ttee and the tion and and from Chairman e CFO; a
After the special em setting up o mphasis on: of routine co ontrol action s, the Audit t Committee now plans to have
In pursuin ng its missio n, the Audit C concludes tha at:
The Audi t Committee
Luís Mira a Amaral (Ch airman)
João Luís s Correia Du que
Manuel A Alves Monteir ro
Lisbon, 29 9 March 2012
The Remunerations Committee (RC) of Novabase SGPS held two meetings in 2011, on 21 March 2011 and on 7 June 2011, at the company's head offices.
This Committee is composed by Dr. Francisco Luis Murteira Nabo (Chairman) and members Dr. Pedro Rebelo de Sousa and Engº João Quadros Saldanha. All members were present at the referred meetings held in 2011.
The work of the RC was guided in 2010 by the stipulated in the remuneration policies approved by the Annual Shareholders Meeting of 20 April 2006. These policies were reinforced for the triennium 2009-2011 of the corporate bodies by decision of the shareholders on the Annual Shareholders Meeting.
This report summarizes the decisions of the Remunerations Committee during 2011 and includes the annual declaration of the Remunerations Committee on the remuneration policy of the corporate bodies of the company.
At the meeting held on 21 March, the Remunerations Committee deliberated on:
.
The Committee verified that minutes 11 and 12 on the book of minutes were copies instead of originals which was an irregular situation. This fact was due to a services mistake which led to the destruction of the said originals instead of the copies as was intended. Te members of the Committee, having verified that these meetings in fact took place and its contents corresponded to the contents in the copies, unanimously deliberated that the book should be updated and signed, having then signed minutes 11 and 12 so that they might be part of the original book for the necessary and proper effects.
B) The Remmunerations Committee Report for the Year 2010 and Recommendations for the Remmunerations Policy for the year 2011.
Following some work with the writing of the minute of the report the said minute was read and unanimously approved so as to be submitted to the Annual Meeting of Shareholders.
At the meeting held on 7 June, the Remunerations Committee deliberated on:
The committee unanimously approved the remuneration of the Chairman of the Annual Shareholders Meeting of an attendance fee in the amount of 1000 (one thousand) euros per meeting. It also deliberated on the attendance fee per each meeting of the Annual Shareholders Meeting attributed to the Secretary of the Shareholders Meeting Dra. Maria José Santana in the amount of 750 (seven hundred and fifty) euros. These amounts were equal to the amounts established for the prior period.
The Committee unanimously deliberated that, in spite of the excellent results attained in 2010, given the difficulties in the Portuguese economy in 2011, the fixed remuneration of the executive directors should be maintained, without any update in relation to the previous year.
C) The fixed remuneration of Novabase SGPS's non executive members of the board for 2011.
For the same reasons as described above, the RC has unanimously decided to maintain without any alteration the fixed remuneration of the non executive directors for the year 2011.
D) The attribution of the cash component of the variable remuneration of the Members of the Board of Novabase SGPS related to performance in 2011.
In this matter and considering the previous decision by this committee on 19 September 2006, according to which the variable remuneration of the Members of the Board of Novabase SGPS is composed by two components: one in cash to be defined by the RC after approval of the Accounts each year according to the company's and each board member performance that year, and one in stock options of Novabase SGPS shares, and considering that this matter had already been decided upon by the RC during 2009, this Committee only decided on the attribution of the cash component for the year 2010.
Therefore, and given the strong increase of net profit for the year 2010 compared to 2009, which had already been remarkable, the RC decided to increase in proportion the amount of the cash component to be attributed to the members of the board in place in the previous year. Therefore the RC unanimously approved the payment of the total gross amount of 1.957.500 (one million nine hundred and fifty seven thousand and five hundred) euros for all the board members in place in 2010 which compares to the amount of 1.932.000 (one million nine hundred and thirty two thousand) euros paid to all the board members in the previous year of 2009 and in line with the increase of net profit of the company of 13.1 million euros compared to 12.9 million euros in 2009.
Also given the contribution of the board members in 2010, the RC unanimously attributed the amount of 380.100 (three hundred and eighty thousand and one hundred) euros payable to each of the executive directors Luis Paulo Cardoso Salvado (CEO), João Nuno da Silva Bento and Álvaro José da Silva Ferreira, 247.100 (two hundred and forty seven thousand one hundred euros) to the executive director Nuno Carlos Filipe dos Santos Fórneas, 152.000 (one hundred and fifty two thousand) euros to the executive director Francisco Morais Antunes, 266.100 (two hundred and sixty six thousand and one hundred) euros to the Chairman of the Board of Directors Rogério dos Santos Carapuça (which for the remainder of the term will support the Executive Committee), and for the members of the board José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho (to whom were attributed duties beyond the responsibilities as non executive directors) the amount of 76.000 (seventy six thousand) euros.
All independent members of the board and the non executive member Joaquim Sérvulo Rodrigues were not attributed any variable component in their remuneration.
It was unanimously decided to pay only, this year, half of the amount attributed to each board member as cash variable remuneration, deferring the remaining 50% for payment in the following three years (2012, 2013 and 2014). Each year 1/3 of the half of this amount now attributed shall be paid, depending on the positive performance of the company in the period.
It was further unanimously decided to defer to 2012, 50% of the amount still owed to board members José Afonso Ferreira de Sousa and Pedro Quinteiro Marques de Carvalho referring to the bonus attributed on the RC meeting of 9 July 2009 which last portion was up for payment this year.
Finally it is to be noted that in 2011 no payments were made in relation to the destitution or ceasing duties of any board members.
Given the experience of the committee in the year ended, the committee believes that the general principles guiding the remuneration of the management bodies of Novabase, as approved by the shareholders on 20 April 2006 and further confirmed on 28 April 2009 and on 5 May 2010, establish a best practice and as such should be maintained.
The most relevant principles defended by the RC on its annual declaration presented to the General Meeting of Shareholders on 28 de April 2009 for the triennium 2009-2011 of the corporate bodies, are:
a. Allocation to the non executive independent board members (which make up the Audit Committee) of an exclusively fixed remuneration. The attribution of this remuneration to the non executive independent board members is aligned with the company's interests as it assures the independence of such board members in carrying out their duties.
We further inform that the stock option plan establishes that the options under such plan are to be attributed only once to each participant in the year they begin their management duties for the triennium 2009-2011. These options, however, are to be divided in three, each amounting to 1/3 of the total. Each of these can be exercised on the following dates: 25 May 2010, 25 May 2011 and 25 May 2012.
In this manner, although there is no possibility for the payment of this component to take place after the current term, at least 1/3 of the stock options can only be exercised after the end of this term and with disclosure of the accounts for the respective period.
On the other hand, it is to be noted that there are no limitation mechanisms in place for the variable remuneration in the event that the company results show a relevant deterioration to the company's performance in the prior year or when this is expectable for the current year. In the event of this deterioration this would reflect, however, on the company's share prices. Taking into consideration that the options were attributed at a 4.40 euros per share strike and that it is only reasonable to take up the options in the situations where a positive performance of the company has occurred which reflects on the share price on the maturity dates, this variable remuneration component is dependent on the positive performance of the company up to these maturity dates.
It is also to be noted that the remuneration of the board members is determined exclusively in light of the goals described above, without consideration of any comparison with remuneration policies or practices of other companies or group of companies.
Considering that this practice has proved to be adequate for the company, this committee recommends to the AGM that no changes to the policy are made for the next term.
Lisbon, 23 March 2012
The Remunerations Committee
Francisco Luis Murteira Nabo (Chairman)
Pedro Rebelo de Sousa (Member)
João Quadros Saldanha (Member)
In 2011, the Novabase SGPS Board of Directors was made up of the following members:
Rogério dos Santos Carapuça (Chairman of the Board of Directors)
Executive members: Luis Paulo Cardoso Salvado (Chairman of the Executive Committee) João Nuno da Silva Bento Álvaro da Silva Ferreira Nuno Carlos Dias dos Santos Fórneas Francisco Paulo Figueiredo Morais Antunes
Non-executive members: José Afonso Oom Ferreira de Sousa Pedro Miguel Quinteiro Marques de Carvalho Joaquim Manuel Jordão Sérvulo Rodrigues
Independent non-executive members: Luis Fernando de Mira Amaral (Chairman of the Audit Committee) Manuel Alves Monteiro João Correia Duque
The latter make up the Audit Committee. Together, the non-executive members (seven) account for the majority of the members of the Board of Directors, since there are five executive members out of a total of twelve board members.
On average, the Board of Directors met once per month; the Audit Committee, in turn, was appointed by the General Meeting of Shareholders.
As part of its activities at the company, the non-executive signatories of this report – some of whom are also members of the Board of Directors Performance Assessment Committee – analyzed the work of the Novabase SGPS Board of Directors, which is disclosed in this report.
Similar to the previous two years, an analytical methodology was followed using principles from "Back to the Drawing Board, Designing Corporate Boards for a Complex World" by Colin B. Carter/Jay W. Lorsch, Harvard Business School Press.
In our opinion, by systematically applying these principles, the most important aspects of a Board of Directors' activities can be analyzed, and conclusions can be drawn on the effectiveness, efficiency and transparency of a company's corporate governance model. In this way, over this last year of the Board of Directors' current term of office, we continued to use this tool as a backbone of our annual reports.
Approve company strategy, plans and budgets and associated performance monitoring The strategy is discussed at length based on presentations from the CEO, and its realization in the year in question is reviewed and approved. The annual plan and budget are discussed and approved by the board.
Approval of major investments and disinvestments
These are discussed and approved by the board. In 2011, with the construction of the Agile Center finalized, which was approved in 2010, the said Agile Center started its operations supporting outsourcing contracts secured by the company.
In the Board of Directors meeting on 07/02/2011 a participation of Novabase Capital in the innovation and internationalization fund approved by the COMPETE program was approved, as well as participation in a fund approved by application to the POR Lisboa program.
On the meeting held on 31/03/2011 a participation in the share capital of the company Evolvespace Solutions was approved.
On 25/07/2011 the liquidation of the company TTNV following the restructuring of the Digital TV area.
The Board of Directors and Audit Committee regularly follow indicators on the progress of the capital structure and major changes to it. The Audit Committee closely monitors the activities of the external auditor, analyzes accounting items and forwards its analysis to the Board of Directors. The Audit Committee meets regularly with the CEO and CFO to analyze these items, together with any issues raised by the auditors.
On the meeting held on 7/02/2011 a dividend distribution policy was approved to be submitted by the Board of Directors to the AGM on 5 May 2011. This dividend policy, which was approved, establishes the distribution on a yearly basis of an amount from 30% to 40% of net profit of the previous year. Complying with this policy, the Board of Directors submitted to the AGM the distribution in 2011 of a dividend of €13 cents per share, for the year 2010, which was approved by the AGM.
The Audit Committee, together with the external auditor, CEO and CFO, follows the main risks of the company and its business pursuits, notifying the Board of Directors of key issues for discussion whenever needed. A regular meeting was established to monitor the issue of risk on a quarterly basis. This meeting includes the Chairman, CRO and Audit Committee.
Appointment of Executive Committee and CEO, and assurance of succession plan
The Board of Directors is responsible for appointing the Executive Committee, which maintained its composition in 2011. In case the shareholders at the 2012 AGM chose not to change the corporate governance model for the next term, the same will apply. There were no discussions on the replacement of the CEO who has just ended his first term of office.
Assurance of compliance with legal and regulatory aspects, and establishment of company ethical standards
The Board of Directors regularly analyzes the main regulatory provisions (in our case, those issued by the Portuguese Securities Market Commission or CMVM); its specialized corporate governance committee does an in-depth analysis of compliance with applicable legal provisions and recommendations, and approves, prior to Board of Directors discussion, the annual corporate governance report. The Corporate Governance Model Assessment Committee met twice in 2011. The first meeting was to approve the corporate governance report to submit to the General Meeting of Shareholders as part of the 2010 annual report and accounts. The purpose of the second meeting, held in September 2011, was to reflect on market practices in this regard and the model's future.
The internal ethics code of conduct was approved by the Board of Directors on 25/07/2011.
Company and executive management performance monitoring
The performance of the company and its managing bodies is monitored regularly (each month) by the Board of Directors and the Board of Directors Performance Assessment Committee, respectively. All members of the Board of Directors are invited to the annual company kick-off and monthly status quo review meetings.
The Novabase Board of Directors analyzes and makes the most important decisions with regard to the company, delegating the day-to-day running of the company to the Executive Committee, pursuant to the terms of approved delegation of powers.
Yes; this is done whenever so justified.
In accordance with the approved governance model, the Chairman may take part in Executive Committee meetings without voting rights and did so in most of the committee's meetings in 2011.
Reviewed monthly by the CEO, CFO and Audit Committee; reviewed and approved monthly by the Board of Directors.
Competitive position
Analyzed whenever relevant on a business-by-business basis.
Analyzed monthly by the Audit Committee and external auditors. Analyzed in the meeting between the Chairman, CRO and Audit Committee (quarterly).
The CEO performs this role on a day-to-day basis with his/her executive team members. Given the good relationship between them, the Chairman shares many daily aspects of the company's business with the CEO.
There is an annual employee survey on the performance of operating areas, whose results are analyzed by the Executive Committee. This tool measures the degree of employee satisfaction with services provided by the organization that are reflected internally.
The kick-off and other events also help to determine whether a good climate exists at the organization.
In 2011, a Code of Conduct was approved, following the work in 2010 on corporate culture and values.
Regular surveys are conducted, with high response rates, whose results are shared with the Board of Directors. The results obtained in 2011 were exceptional, and even better than the excellent results obtained in 2010. These are recounted in the annual report and accounts.
In which businesses is shareholder value created and destroyed?
The overall performance of all businesses is analyzed monthly by the Board of Directors, together with key situations that create or detract from value.
Although these changes are not forecasted specifically, the Board of Directors does analyze long sequences of results that naturally include this indicator, which has held stable in the main businesses. An informal medium-term prospective analysis is carried out, together with formal projections for the upcoming quarter.
What are the main risks faced by the company, and how are they managed? These are analyzed regularly by the Audit Committee, Board of Directors and risk analysis meeting referred to above.
Are there any aggressive practices in terms of reporting financial information? No.
What are the most significant investments (or disinvestments) currently underway at the company, and how are they being carried out?
This is analyzed regularly. The Board of Directors approves all of those that are significant.
What is the organizational climate like? How is employee morale?
What do we do to attract and keep talent?
Good. Already explained above. The company has built powerful tools for attracting and keeping talent. Among these are the Novabase Academy, Novabase Campus and involvement in the CMU and MIT Portugal programs.
Are we gaining or losing market share?
Given the market conditions in Portugal one of Novabase's goals is to continue to grow internationally, having a clear strategy and will to do so. It has been successfully implemented, with international business growing in 2011 around 31%. International business reached in 2011 one fifth of total turnover.
What is the customer satisfaction level like?
Very high (explained earlier). Described in the annual report and accounts.
The work in this area in 2010 has already been mentioned. A new brand was created which is focused on the synergies between business knowledge, technology and design to provide solutions that make our customers lives 'simpler and happier'. This is the brand tagline, reflecting this concern and goal in the company's logo. Novabase inquires its stakeholders in a regular manner, conducting a customer satisfaction survey, quarterly road-shows with the shareholders, and also its employees, partners, etc.
How does our strategy differ from that of our main competitors?
Topic analyzed on a business-by-business basis, as there are various differences between them. The Board of Directors takes part in this analysis.
What do they base their analyses on?
The CEO, CFO and IRO (in charge of investor relations) do road shows every quarter. The Chairman has also taken part. A meeting is held with key analysts each quarter following the publication of results. Their analyses are public, and therefore read by the Board of Directors. Various investment houses follow the Novabase share on a regular basis. The IRO is available on a permanent basis for contacts from the investors, analysts, the regulator (CMVM) and the Euronext Lisbon.
Yes. They have had a long-standing working relationship of trust for a number of years, which has greatly facilitated their bi-directional, day-to-day relations.
Yes. The Executive Committee's self-assessment report specifically states this, together with the good relationship with the Chairman. It also states that the relationship with the CEO is very fitting, cordial and effective.
Yes. The CEO meets periodically with the Audit Committee, and always asks for input from the Board during meetings and individually from various non-executive members.
Do the Board of Directors and Executive Committee have constructive relationships? Yes. Completely.
Do members of the Board of Directors and Executive Committee have normal working relationships outside of board meetings?
Yes. Various non-executive members perform activities and actions in synchrony and at the request of executives.
Can board members easily raise questions for discussion, whether for or against positions approved by the group?
Yes. Completely.
Do board members present their views in a constructive manner? Yes. Always.
Once a decision has been reached, do disagreeing members support it? Yes. Completely.
Yes. The meeting minutes of the Board of Directors show that all major situations are analyzed in a timely manner. In 2010, the insolvency request from the Engel client in Spain was closely analyzed. The formal finalization of the closure of the company Technotrend was also conducted as well as final recording of provisions related to the closure of the mobility equipment business.
Judicial proceedings in progress with potential and/or some significance are also analyzed regularly. Potential situations of greater significant risk in projects are reported regularly, and the board takes part in all major situations in all of these areas. An example of this was the attention given to the conflict with the Portuguese Government regarding the compensation to be paid to Novabase due to the cancellation of the Cartão Escola project.
Novabase's corporate governance model works well. All of the relevant aspects of how it works are detailed in the analysis in PART I of this report.
The annual corporate governance report is drawn up in close co-operation with the CMVM. The evaluation from the regulator remains very positive. The recently created Associação dos Emitentes de Valores Mobiliários has created, in partnership with Universidade Católica Portuguesa, a rating for corporate governance. On this new rating in 2011 Novabase scores AA, the second best rating. Novabase has, in fact, been able to gain a solid reputation in the adoption of corporate governance best practices with the financial and business community.
The non-executive directors thought that it was important to give this report a clear framework for assessing the board's performance which, we believe, may also contribute significantly towards efforts in this area among Portuguese listed companies.
Lisbon, 14 March 2012
The non-executive directors
Rogério Carapuça (Chairman)
Luis Mira Amaral (Chairman of the Audit Committee)
José Afonso Oom Ferreira de Sousa
Pedro Marques de Carvalho
Manuel Alves Monteiro
João Correia Duque
Joaquim Sérvulo Rodrigues
ACCOUNTS
Consolidated Financial Statements for the year ended 31 December 2011
NOVABASE S.G.P.S., S.A.
(Page left intentionally blank)
| I. | CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2011 | 5 |
|---|---|---|
| ● Consolidated Statement of Financial Position as at 31 December 2011 | 6 | |
| ● Consolidated Statement of Comprehensive Income for the year ended 31 December 2011 | 7 | |
| ● Consolidated Statement of Changes in Equity for the year ended 31 December 2011 | 8 | |
| ● Consolidated Statement of Cash Flows for the year ended 31 December 2011 | 9 | |
| ● Notes to the Consolidated Financial Statements for the year ended 31 December 2011 |
10 | |
| Note 1. General information | 10 | |
| Note 2. Significant accounting policies | 10 | |
| Note 3. Financial risk management policy | 19 | |
| Note 4. Critical accounting estimates and judgements | 21 | |
| Note 5. Segment information | 23 | |
| Note 6. Companies included in consolidation | 24 | |
| Note 7 Note 7. Property, plant and Property plant and equipment |
25 | |
| Note 8. Intangible assets | 27 | |
| Note 9. Investments in associates | 29 | |
| Note 10. Deferred income tax assets and liabilities | 29 | |
| Note 11. Inventories | 30 | |
| Note 12. Financial instruments by category | 31 | |
| Note 13. Trade and other receivables Note 14. Accrued income |
31 32 |
|
| Note 15. Derivative financial instruments | 32 | |
| Note 16 Note 16. Other current assets Other current |
33 | |
| Note 17. Cash and cash equivalents | 33 | |
| Note 18. Share Capital, share premium, treasury shares and stock options | 33 | |
| Note 19. Reserves and retained earnings | 34 | |
| Note 20. Non-controlling interests | 35 | |
| Note 21. Borrowings | 35 | |
| Note 22. Provisions | 36 | |
| Note 23. Other non-current liabilities | 37 | |
| Note 24. Trade and other payables | 37 | |
| Note 25 Note 25. Deferred income and other current liabilities Deferred income and other current |
37 | |
| Note 26. External supplies and services | 38 | |
| Note 27. Employee benefit expense | 38 | |
| Note 28. Restructuring costs | 38 | |
| Note 29. Other gains/(losses) - net | 39 | |
| Note 30. Depreciation and amortisation | 39 | |
| Note 31. Finance income | 39 | |
| Note 32. Finance costs | 39 | |
| Note 33. Share of loss of associates | 40 | |
| Note 34 Note 34. Income tax expense Income tax |
40 40 |
|
| Note 35. Earnings per share Note 36. Dividends per share |
41 | |
| Note 37. Commitments | 41 | |
| Note 38. Net Cash | 42 | |
| Note 39. Related-party transactions | 42 | |
| Note 40. Discontinued operations | 43 | |
| Note 41. Contingencies | 43 | |
| Note 42. Additional information requested by law | 45 | |
| Note 43. Note Events after the reporting period Events after the reporting |
45 | |
| Note 44. Note added for translation | 46 | |
| II. | SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONSOLIDATED FINANCIAL INFORMATION |
47 |
| ● Opinion of the Audit Committee on the Consolidated Financial Information |
49 | |
| ● Audit Report for Statutory and Stock Exchange Regulatory Purposes on the Consolidated Financial Information |
51 | |
| III. | SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 53 |
| ● D t il Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of f iti i d b th C d th i h ld b b d b f N b S G P S d f other group companies |
55 |
(Page left intentionally blank)
I. CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2011
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 31.12.11 | 31.12.10 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 7 | 9,000 | 9,836 |
| Intangible assets | 8 | 31,127 | 31,229 |
| Investments in associates | 9 | 1,621 | 1,676 |
| Available-for-sale financial assets | 165 | 21 | |
| Deferred income tax assets | 10 | 12,387 | 10,396 |
| Other non-current assets | - | 69 | |
| Total Non-Current Assets | 54,300 | 53,227 | |
| Current Assets | |||
| Inventories | 11 | 6,909 | 10,403 |
| Trade and other receivables | 13 | 92,830 | 83,285 |
| Accrued income | 14 | 16,414 | 14,035 |
| Income tax receivable | 3,211 | 3,378 | |
| Derivative financial instruments | 15 | 245 | 197 |
| Other current assets | 16 | 5,236 | 3,834 |
| Cash and cash equivalents | 17 | 27,157 | 28,088 |
| Total Current Assets | 152,002 | 143,220 | |
| Assets for discontinued operations | 40 | - | 49 |
| Total Assets | 206,302 | 196,496 | |
| Equity Share capital |
18 | 15,701 | 15,701 |
| Treasury shares | 18 | (490) | (603) |
| Share premium | 18 | 43,560 | 43,560 |
| R Reserves and retained earnings d ti d i |
19 | 31 206 , | 21 063 , |
| Profit for the year | 2,651 | 13,053 | |
| Total Equity attributable to owners of the parent | 92,628 | 92,774 | |
| Non-controlling interests | 20 | 9,811 | 5,724 |
| Total Equity | 102,439 | 98,498 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 21 | 12,028 | 7,879 |
| Provisions | 22 | 1,721 | 1,633 |
| Deferred income tax liabilities | 10 | 100 | 909 |
| Other non-current liabilities | 23 | 308 | 927 |
| Total Non-Current Liabilities | 14,157 | 11,348 | |
| Current Liabilities | |||
| Borrowings | 21 | 5,279 | 5,333 |
| Trade and other payables | 24 | 60,935 | 57,101 |
| Income tax payable | 17 | 311 | |
| Derivative financial instruments | 15 | 461 | 353 |
| Deferred income and other current liabilities | 25 | 22,669 | 22,807 |
| Total Current Liabilities | 89,361 | 85,905 | |
| Liabilities for discontinued operations | 40 | 345 | 745 |
| Total Liabilities | 103,863 | 97,998 | |
| Total Equity and Liabilities | 206,302 | 196,496 | |
| THE ACOUNTANT | THE BOARD OF DIRECTORS |
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 12 M * | |||
| Note | 31.12.11 | 31.12.10 | |
| Continuing Operations | |||
| Sales | 5 | 96,918 | 103,975 |
| Services rendered | 5 | 132,715 | 132,356 |
| Cost of sales | (86,917) | (90,125) | |
| External supplies and services | 26 | (51,720) | (50,378) |
| Employee benefit expense | 27 | (76,210) | (75,607) |
| Restructuring costs | 28 | (3,496) | - |
| Other gains/(losses) - net | 29 | (543) | 1,947 |
| Depreciation and amortisation Depreciation and |
30 | (6 125) (6,125) | (5 478) (5,478) |
| Operating Profit | 4,622 | 16,690 | |
| Finance income | 31 | 3,770 | 5,256 |
| Finance costs | 32 | (4,626) | (5,371) |
| Share of loss of associates | 33 | (645) | (255) |
| Profit Before Income Tax | 3,121 | 16,320 | |
| Income tax expense | 34 | (884) | (2,628) |
| Profit from continuing operations | 2,237 | 13,692 | |
| Discontinued operations | |||
| Profit from discontinued operations | 40 | 703 | - |
| Profit for the Year | 2,940 | 13,692 | |
| Other comprehensive income for the year | - | - | |
| Total comprehensive income for the year | 2,940 | 13,692 | |
| Profit attributable to: | |||
| Owners of the parent | 2,651 | 13,053 | |
| Non-controlling interests | 20 | 289 | 639 |
| 2,940 | 13,692 | ||
| Total comprehensive income attributable to: Owners of the parent |
2,651 | 13,053 | |
| Non-controlling interests | 20 | 289 | 639 |
| 2,940 | 13,692 | ||
| Earnings per share from continuing and discontinued operations attributable to owners of the parent (Euros per share) |
|||
| B asic earnings per share i i h |
|||
| From continuing operations | 35 | 0.06 Euros | 0.43 Euros |
| From discontinued operations | 35 | 0.02 Euros | Zero Euros |
| From profit for the year | 35 | 0.09 Euros | 0.43 Euros |
| Diluted earnings per share | |||
| From continuing operations | 35 | 0.06 Euros | 0.43 Euros |
| From discontinued operations | 35 | 0.02 Euros | Zero Euros |
| From profit for the year | 35 | 0.09 Euros | 0.43 Euros |
| 12 M * - period of 12 months ended | |||
| THE ACOUNTANT | THE BOARD OF DIRECTORS |
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share | Treasury | Share | Legal | Stock | Reserves options and retained-controlling |
Non | Total | |
| capital | shares | premium | reserves | reserves | earnings | interests | Equity | ||
| Balance at 1 January, 2010 | 15,701 | (723) | 49,213 | 1,558 | 379 | 27,370 | 5,644 | 99,142 | |
| Total comprehensive income for the year | - | - | - | - | - | 13,053 | 639 | 13,692 | |
| Transactions with owners | |||||||||
| Share capital reduction | 18 | (5,652) | - | - | - | - | 217 | - | (5,435) |
| Share capital increase | 18 | 5,652 | - | (5,652) | - | - | - | - | - |
| Dividends | 19 | - | - | - | - | - | (9,662) | - | (9,662) |
| Legal reserve | - | - | - | 807 | - | (807) | - | - | |
| Treasury shares movements | 18 | - | 120 | - | - | - | 816 | - | 936 |
| Share-based payments | 18 / 27 | - | - | - | - | 697 | - | - | 697 |
| Changes in consolidation universe | 20 | - | - | - | - | - | - | 173 | 173 |
| Foreign currency translation reserve | - | - | - | - | - | 7 | 10 | 17 | |
| Transactions with owners | - | 120 | (5,652) | 807 | 697 | (9,429) | 183 | (13,274) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | 20 | - | - | - | - | - | (319) | (742) | (1,061) |
| Balance at 31 December, 2010 | 15,701 | (603) | 43,560 | 2,365 | 1,076 | 30,675 | 5,724 | 98,498 | |
| Balance at 1 January, 2011 | 15,701 | (603) | 43,560 | 2,365 | 1,076 | 30,675 | 5,724 | 98,498 | |
| Total comprehensive income for the year | - | - | - | - | - | 2,651 | 289 | 2,940 | |
| Transactions with owners | |||||||||
| Dividends | 19 / 20 | - | - | - | - | - | (3,955) | (1,800) | (5,755) |
| Legal reserve | - | - | - | 140 | - | (140) | - | - | |
| Treasury shares movements | 18 | - | 113 | - | - | - | 625 | - | 738 |
| Share-based payments | 18 / 27 | - | - | - | - | 331 | - | - | 331 |
| Changes in consolidation universe | 20 | - | - | - | - | - | - | 5,500 | 5,500 |
| Foreign currency translation reserve | - | - | - | - | - | 96 | 98 | 194 | |
| Transactions with owners | - | 113 | - | 140 | 331 | (3,374) | 3,798 | 1,008 | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | 19 | - | - | - | - | - | (7) | - | (7) |
| Balance at 31 December, 2011 | 15,701 | (490) | 43,560 | 2,505 | 1,407 | 29,945 | 9,811 | 102,439 |
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 12 M * | |||
| Note | 31.12.11 | 31.12.10 | |
| Cash flows from operating activities | |||
| Cash receipts from customers Cash paid to suppliers and employees |
220,015 (212,351) |
245,289 (222,270) |
|
| Cash generated from operations | 7,664 | 23,019 | |
| Income taxes paid | (2,077) | (2,068) | |
| Other operating proceeds | 328 | 2,215 | |
| (1,749) | 147 | ||
| Net Cash generated from operating activities | 5,915 | 23,166 | |
| Cash flows from investing activities | |||
| Receipts: | |||
| Proceeds on disposal of subsidiaries and associates | 81 | 78 | |
| Cash of subsidiaries consolidated for the first time (i) | 1,650 | 349 | |
| Loan repayments received from associates | 414 | 529 | |
| Proceeds on disposal of property, plant and equipment | 7 | - | |
| Interest received | 553 | 208 | |
| 2,705 | 1,164 | ||
| Payments: | |||
| Acquisition of subsidiaries and associates Dissolution of subsidiaries |
(843) (5) |
(444) - |
|
| Loans granted to associates | (514) | (420) | |
| Purchases of property, plant and equipment | (1,396) | (3,736) | |
| Purchases of intangible assets | (2,418) | (4,199) | |
| (5,176) | (8,799) | ||
| Net Cash used in investing activities | (2,471) | (7,635) | |
| Cash flows from financing activities | |||
| Receipts: | |||
| Proceeds from borrowings | 9,288 | 6,767 | |
| 9,288 | 6,767 | ||
| Payments: | |||
| Repayments of borrowings | (4,188) | (2,043) | |
| Dividends paid Share capital reduction |
19 / 20 36 |
(5,755) - |
(9,662) (5,435) |
| Payment of finance lease liabilities | (1,849) | (1,645) | |
| Interest paid | (842) | (517) | |
| (12,634) | (19,302) | ||
| Net Cash used in financing activities | (3,346) | (12,535) | |
| Cash, cash equivalents and bank overdrafts at beginning of year | 27,057 | 24,026 | |
| Net increase / (decrease) of cash, cash equivalents and bank overdrafts | 98 | 2,996 | |
| Effect from exchange rate fluctuations on cash held | 2 | 35 | |
| Cash, cash equivalents and bank overdrafts at end of year | 17 | 27,157 | 27,057 |
| 12 M * - period of 12 months ended |
(i) In 2011: FCR NB Capital Inovação e Internacionalização. In 2010: NBASIT-Sist. de Inf. e Telecomunic., S.A..
THE ACOUNTANT THE BOARD OF DIRECTORS
Notes to the Consolidated Financial Statements
for the year ended 31 December 2011
Novabase, Sociedade Gestora de Participações Sociais, SA (hereunder referred to as Novabase or Group), with its head office in Av. D. João II, Lote 1.03.2.3, Parque das Nações – 1998-031 Lisboa - Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group.
Novabase's activity is structured around six industries - Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation and Manufacturing & Services - and aggregated into four business areas: Business Solutions, Infrastructures & Managed Services, Digital TV and Venture Capital:
(i) Business Solutions - This area of Novabase incorporates a number of competencies with technology, management, design and business expertise. During 2011, a new offer model was implemented, which is organized by industries, aimed at being closer to the customers' needs, focused on specialization, with sights clearly set on internationalization. This area now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS.
(ii) Infrastructures & Managed Services (IMS) - This area of Novabase focuses its engineering and consulting expertise in Information and Communication Technologies (ICT) to design, plan and deploy complex infrastructures as well as transform, manage, operate and optimize these assets through comprehensive projects such as outsourcing services. During 2011, and for the purpose of developing and focusing its growth on services and expanding internationally, IMS restructured its offer by consolidating its areas of Intelligent Infrastructures and IT Management solutions. Now with just one IMS Solutions portfolio, it still specializes in engineering solutions and IT management, but focusing on ongoing services for operations, maintenance and management, in particular areas involving infrastructure outsourcing.
(iii) Digital TV - Novabase Digital TV is now a player on an international scale, positioned in the market in close alignment with the strategy of intellectual property, system integrator and a solid focus on products and services targeting telecommunications, television and media operators. This area of Novabase is a pioneer in developing the latest COB and SIP technologies, with a history of innovation and of launching new products of great customer value on the market.
(iv) Venture Capital - This area develops a corporate venture capital activity throughout Novabase Capital, Sociedade de Capital de Risco, S.A., which has as main purpose to identify and support Portuguese ICT business projects, in early development or expanding, with hight value potential and synergies with Novabase. Novabase Capital has ownership in three venture capital funds: FCR Novabase Capital, FCR Novabase Capital Inovação e Internacionalização and FCR IStart I (the first two managed by Novabase Capital).
Novabase is listed on the Euronext Lisbon.
The share capital is represented by 31,401,394 shares (2010: 31,401,394 shares), and all shares have a nominal value of 0.5 Euros each.
These consolidated financial statements were approved for issue by the Board of Directors on March 29, 2012. In the opinion of the Board of Directors these financial statements fairly present the Group operations, as well as its financial position, financial performance and cash flows.
These financial statements will be approved in the General Meeting of Sharehoders.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
The consolidated financial statements of Novabase have been prepared in accordance with International Financial Reporting Standards - IFRS, as adopted by the European Union (EU) as at 31 December 2011.
• IAS 32 (amendment), 'Financial instruments: Presentation – classification of rights issue'. This amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. If such rights are issued pro rata to an Entity's existing shareholders for a fixed amount of any currency, it is considered a transaction with shareholders and classified as equity. Otherwise, it should be accounted for as derivative liabilities. This amendment had no impact on the Group's financial statements.
• IFRS 1 (amendment), 'First time adoption of IFRS'. This amendment provides first-time adopters with the same transition provisions as included in the amendment to IFRS 7 - 'Financial Instruments: Disclosures', according to which, existing IFRS preparers were granted relief from presenting comparative information for fair value new three-level classification disclosures required by IFRS 7, if comparative period end before 31 December 2009. This amendment had no impact on the Group's financial statements, as Novabase is already reporting under IFRSs.
• IAS 24 (amendment), 'Related party disclosure'. The amended standard removes the general disclosure requirements for Government-related entities, being mandatory the disclosure of the relationship with the Government and any significant transaction occurred with the Government or other Government-related entities. Additionally, related party definition was amended to eliminate inconsistencies in identification and disclosures of related parties. This amendment had a slight impact on the Group's financial statements disclosures.
• Annual Improvements to IFRSs – 2010, generally effective for annual periods beginning on or after 1 January 2011. The 2010 annual improvements affects: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13. These improvements were adopted by the Group, when applicable, except the improvements to IFRS 1 as the Group is already reporting under IFRSs.
• IFRIC 14 (amendment), 'IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction'. IFRIC 14 clarifies that when asset surplus is a consequence of voluntary prepayments done on account of future minimum funding contribution, the surplus can be recognised as an asset. This amendment had no impact on Group's financial statements.
• IFRIC 19 (new), 'Extinguishing financial liabilities with equity instruments'. This interpretation clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished through the debtor issuing its own equity instruments (shares) to the creditor. A gain or loss is recognised in the profit and loss account based on the fair value of the equity instruments compared to the carrying amount of the debt. Simple reclassification of debt amount to equity is not allowed. This interpretation had no impact on Group's financial statements.
• IFRS 1 (amendment), 'First time adoption of IFRS' (effective for annual periods beginning on or after 1 July 2011). This amendment is still subject to endorsement by European Union. This amendment creates an additional exemption when an entity that has been subject to severe hyperinflation presents for the first time, financial statements in accordance with IFRSs. The exemption allows an entity to elect to measure certain assets and liabilities at fair value; and to use that fair value as the deemed cost in the opening IFRS statement of financial position. Another change refers to the replacement of references to a fixed date with "the date of transition to IFRS" for retrospective adoption exemptions. This amendment will not have an impact on the Group's financial statements.
• IFRS 7 (amendment), 'Financial instruments: Disclosures - transfers of financial assets' (effective for annual periods beginning on or after 1 July 2011). This amendment requires greater transparency in the reporting of asset's transfer transactions, regarding risk exposures and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial assets. This amendment will not have an impact on the Group's financial statements.
• IAS 12 (amendment), 'Income taxes' (effective for annual periods beginning on or after 1 January 2012). This amendment is still subject to endorsement by European Union. This amendment requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale, except for the investment properties measured at fair value model. The amendments also incorporate into IAS 12 the guidance previously contained in SIC 21, which is accordingly withdrawn. This amendment will not have an impact on the Group's financial statements.
• IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 July 2012). This amendment is still subject to endorsement by European Union. This amendment changes the disclosure of items presented in other comprehensive income (OCI), requiring entities to separate items in OCI on whether or not they may be recycled to profit or loss in the future and the related tax amount if OCI items presented before tax. This amendment will not have an impact on the Group's financial statements.
• IFRS 9 (new), 'Financial instruments - classification and measurement' (effective for annual periods beginning on or after 1 January 2013). Financialmeasurement This standard is still subject to endorsement by European Union. IFRS 9 refers to the first part of financial instruments new standard and comprises two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. The Group will apply IFRS 9 in the period it becomes effective.
• IFRS 10 (new), 'Consolidated financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 10 replaces all the guidance on control and consolidation in IAS 27 and SIC 12, changing the definition of control and the criteria applied to determine control. The core principal that a consolidated entity presents a parent and its subsidiaries as a single entity remain unchanged. The Group will apply IFRS 10 in the period it becomes effective.
• IFRS 11 (new), 'Joint arrangements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 11 focus on the rights and obligations of the arrangements rather than its legal form. Joint arrangements can be Joint operations (rights to the assets and obligations) or Joint ventures (rights to net assets, applying equity method). Proportional consolidation of joint venture is no longer allowed. The Group will apply IFRS 11 in the period it becomes effective.
• IFRS 12 (new), 'Disclosure of interest in other entities' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. This standard sets out the required disclosures for all forms of interests in other entities, including joint arrangements, associates and special purpose vehicles, to allow the evaluation of the nature, risks and financial effects associated with entity's interests. An entity can provide any or all of the disclosures without having to apply IFRS 12 in its entirety or IFRS 10 or 11, or amended IAS 27 or 28. The Group will apply this standard in the period it becomes effective.
• IFRS 13 (new), 'Fair value measurement and disclosure' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 13 aims to improve consistency by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group will apply this standard in the period it becomes effective.
• IAS 27 (revised 2011), 'Separate financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 27 was revised after the issuance of IFRS 10 and contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when the entity prepares separate financial statements. The Group will apply this standard in the period it becomes effective.
• IAS 28 (revised 2011), 'Investments in associates and joint ventures' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 28 was revised after the issuance of IFRS 11 and prescribes the accounting for investments in associates and sets out the requirements for the application of equity method. The Group will apply this standard in the period it becomes effective.
• IAS 19 (revised 2011), 'Employee benefits' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits and to the disclosures for all employee benefits. Actuarial gains and losses are recognised immediately, and only in OCI (no corridor approach allowed). Finance cost for funded benefit plans are calculated on a net funding basis. Termination benefits qualify for recognition only when the employee has no future-service obligation. The Group will apply this standard in the period it becomes effective.
• IFRS 7 (amendment), 'Disclosures - Offsetting financial assets and liabilities' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment is part of the IASB offsetting project which introduces new disclosure requirements about entity's right of set-off (assets and liabilities), amounts set-off, and the effects of these in the credit exposure. The Group will apply this standard in the period it becomes effective.
• IAS 32 (amendment), 'Offsetting financial assets and financial liabilities' (effective for annual periods beginning on or after 1 January 2014). This amendment is still subject to endorsement by European Union. This amendment is part of the IASB offsetting project which clarifies the meaning of "currently has a legally enforceable right to set-off", and clarifies that some gross settlement systems (clearing houses) may be equivalent to net settlement. The Group will apply this standard in the period it becomes effective.
• IFRIC 20 (new), 'Stripping costs in the production phase of a surface mine' (effective for annual periods beginning on or after 1 January 2013). This interpretation is still subject to endorsement by European Union. This interpretation refers to the accounting of overburden waste removal costs in the production phase of a surface mine, as an asset, considering that the waste removal generates two potential benefits: immediate extraction of mineral resources and improved access to further quantities of mineral resources to be extracted in the future. This interpretation will not have an impact on the Group's financial statements.
The Group's consolidated financial statements have been prepared in the assumption of the continuity of operations, based on the historical cost convention except for derivative finacial instruments, which are measured by its fair value (note 15).
The preparation of financial statements in conformity with the accounting policies referred above requires the use of certain critical estimates and assumptions which impact on the reported values for assets and liabilities, and for income and expenses presented for the year. Nevertheless the Management usage of its best judgement at the time of the decision, the final results can differ from the estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.
The Board of Directors believes that the estimates and assumptions adopted do not bear significant risks from which can result material adjustments to assets and liabilities value.
The consolidated financial statements, as of 31 December 2011, include assets, liabilities and results of the Group companies, understood as Novabase and its subsidiaries and associates, which are presented in note 6.
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group, and the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of noncontrolling interest, over the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If the acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of noncontrolling interest, is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date, regardless of the probability of occurring. Subsequent changes to the fair value of the contingent consideration do not affect goodwill (except those made up to 12 months from the date of acquisition).
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests corresponds to the proportionate share of the recognised amounts of acquiree's identifiable assets acquired and liabilities and contingent liabilities assumed, which are not directly or indirectly attributable to Novabase. Transactions with non-controlling interests are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners.
The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the noncontrolling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
In any transaction with non-controlling interests, the difference between any consideration paid and the carrying amount of the relevant share acquired is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as a financial asset.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted by the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.
The Group's share of its associates' post-acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed when necessary to ensure consistency with the policies adopted by the Group.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is the responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee, delegated by the Board of Directors.
An operating segment is a component or set of components of the Group that engage in business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the Executive Committee and for which discrete financial information is available.
The Group's activity is monitored in four distinct segments, Business Solutions, IMS, Digital TV and Venture Capital. For the purpose of prepararing this information, Novabase S.G.P.S. (company that includes the top management of the Group) and Novabase Serviços (company that includes the Group's shared services) are considered as part of the Business Solutions operating segment.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in thousands of euros (EUR thousand). Euro is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Translation differences on non-monetary financial assets such as equities held at fair value through profit or loss are recognised in the consolidated statement of comprehensive income as part of the fair value gain or loss. Translation differences on monetary items, such as equities classified as available-for-sale financial assets, are included in reserves in equity.
The main exchange rates applied on the reporting date are those listed below:
| Euro foreign exchange reference rates (x foreign exchange units per 1 Euro) |
Rate on 31.12.11 |
Average rate for the year |
|
|---|---|---|---|
| • | Angolan kwanza (AOA) | 123.2854 | 116.0210 |
| • | United States dollar (USD) | 1.2939 | 1.4002 |
| • | United Arab Emirates dirham (AED) | 4.7524 | 5.1515 |
| • | Pound sterling (GBP) | 0.8353 | 0.8713 |
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities at the reporting date are translated at the closing exchange rate in force at the reporting date;
(ii) income and expenses in results are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments, are taken to shareholders' equity. When a foreign operation is sold, such exchange differences are recognised in the statement of comprehensive income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Property, plant and equipment comprise mainly buildings and other constructions (construction works done in 'Edifício Caribe', the Company's new headquarter and in the new facilities of the logistics unit), basic and transport equipment. Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items (purchase price and all the expenses supported direct or indirectly to bring the asset to its current condition).
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method, over their estimated useful lives, as follows:
| N.º of years | ||
|---|---|---|
| • | Buildings and other constructions | 3 to 50 |
| • | Basic equipment | 3 to 4 |
| • | Transport equipment | 4 |
| • | Tools and utensils | 4 |
| • | Furniture, fittings and equipment | 3 to 10 |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset's carrying amount is written down to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount, and are included in profit or loss.
Goodwill represents the excess of the cost of acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in 'Intangible assets'. Goodwill on acquisitions of associates is included in 'Investments in associates'.
Goodwill (that has an indetermined useful life), is carried at cost less accumulated impairment losses, being tested annually for impairment, in the second half of the year. Impairment losses on goodwill are recongnised whenever its carrying amount exceeds its recoverable amount, and are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group's investment in each operating segment in which Novabase operates: Business Solutions, IMS, Digital TV and Venture Capital. Additionally, for the purpose of impairment tests of goodwill not allocated to those cash-generating units, the Group identified cash generating units at the level of each subsidiary/associate acquired.
Investigation expenses in the search of new technical and scientific knowledge are recorded in the statement of comprehensive income as and when incurred. Development expenses are accounted as intangible fixed assets when: i) it is technically feasible to complete the asset or process; ii) Group is able to complete it's development and intends to do so; iii) market viability is assured and iv) its cost can be reliably measured.
These assets are recorded at its production or acquisition cost, which include the acquisition cost of the assets plus employee costs directly involved in the production or outsourcing costs incurred for the same purpose, as well as an appropriate portion of relevant overheads.
Amortisation is calculated using the straight-line method, for periods between 3 to 10 years. Impairment of internally generated assets is tested at the reporting date.
Industrial property and other rights are shown at historical cost. These assets have a finite useful life and are recognised at cost less accumulated amortisation for a period of 10 years. Amortisation is calculated using the straight-line method to allocate the cost of the industrial property and other rights over their estimated useful lives.
Intangible assets in progress refer to, mainly, the ongoing internal development of software products.
The financial assets and liabilities are recognised in the date of the negotiation or contract, except if there is a contractual or legal estipulation in contrary, saying that the rights and obligations related with the amounts transacted are transferred to a different date. In this case, the relevant date is the last.
In the initial moment, the financial assets and liabilities are recognised by their fair value. The fair value is the amount that a determined asset or liability can be transferred or paid between entities both knowing and interested in doing the transaction. In the contracted date, the fair value is usually the amount of the transaction.
These assets are derecognised when i) contractual rights to receive cash flows have expired, ii) the Group has transferred substantially all risks and rewards of ownership or iii) nevertheless, maintains a part but not substantially all the risks and rewards of ownership, the Group has transferred the control of the assets.
The fair value is based in current bid prices, or in valuation methods and techniques (if the market for the financial asset is not active). A market is considered active if regular transactions occur.
The Group classifies its financial assets in the following categories: (i) financial assets at fair value through profit or loss, (ii) loans and receivables and (iii) available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and reassesses that classification at each reporting date.
A financial asset is classified in this category if acquired principally for the purpose of selling in short term. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured at their fair value. Gains and losses arising from a change in the fair value are included in profit or loss in the period in which they are incurred.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans and receivables are subsequently measured at amortised cost accordingly to the effective interest method. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables are included in the current assets in 'Trade and other receivables' and 'Accrued income' headings and in non-current assets in 'Other non-current assets' heading. g
Available-for-sale financial assets are non-derivative financial assets that: (i) the Group intends to maintain for indetermined period of time, (ii) are designated in this category in the moment of initial recognition or (iii) are not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of it within 12 months of the end of the reporting period.
Investments are initially recognised at fair value. When the medium term expectations point to a significant decline in the fair value of the security below its cost, an impairment loss is recognised in the statement of comprehensive income.
Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses from investment securities. Dividends on available-for-sale equity instruments are recognised in the statement of comprehensive income under 'Finance income' heading, when the Group's right to receive payments is established.
The fair values of listed investments are based on current market prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes the fair value by using valuation techniques. These techniques include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer's specific circumstances.
Assets that have an indefinite useful life are not subject to amortisation and depreciation and are tested annually for impairment. Assets that are subject to amortisation and depreciation are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are allocated by segment, given that it is at this level that management monitors its return on investment.
The Group assesses at each reporting date whether there is objective evidence that a financial or a group of financial assets is impaired.
In the case of equity instruments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the instruments are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in the statement of comprehensive income. Impairment losses on equity instruments recognised in profit or loss are not reversed through profit or loss, unless if, in a subsequent period, the amount of the impairment loss decreases by any event occurred after the date in which it was recognised.
In the case of other financial assets that show objective impairment evidence, their present value is determined, and an impairment loss (which is considered the difference between the asset's present value of estimated future cash flows and the carrying amount) is recognised in the statement of comprehensive income. Several indicators are used to identify if there is objective evidence of impaiment, such as:
The amount of the impairment allowance is measured as the difference between the asset's present value of estimated future cash flows, discounted at the financial asset's original effective interest rate, and its carrying amount and is recognised in the statement of comprehensive income within 'Other gains/(losses) - net'. The carrying amount of the asset is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the same allowance account. Subsequent recoveries of amounts previously written off are credited against 'Other gains/(losses) - net' in the statement of comprehensive income.
Inventories include merchandise, raw materials and subsidiary goods and are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method.
The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
T d d h i bl d f f h di ld i f d i h di f b i Trade andother receivables are amounts due from customers for merchandise soldor services performedin the ordinary course ofbusiness. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less impairment losses.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or stock options of the company and its subsidiaries are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or stock options, or for the acquisition of a business, are included in the cost of acquisition as part of the purchase consideration.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid is deducted from the equity attributable to owners of the parent until the shares are cancelled, reissued or sold. When such shares are subsequently sold or reissued, any consideration received is included in equity attributable to owners of the parent.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Interest costs on borrrowings are included in the statement of comprehensive income under 'Finance costs' heading.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised directly in equity. The current income tax charge is calculated on the basis of profit before income tax, adjusted according to the tax laws enacted at the reporting date.
Deferred income tax is recognised, using the liability method at the reporting date, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from the recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group recognises a liability and an expense for bonuses, based on a formula that takes into consideration the profit attributable to the Company's employees after certain adjustments.
In accordance with Portuguese legislation, employees have, annually, the right to receive two months of salary, for a vacation period and a vacation subsidy, right earned in the previous year to its settlement. The employees also have, annually, the right to a Christmas subsidy, which is earned over the year and paid each December. These obligations are recorded in the respective period in which the right is earned, regardless its payment date.
The Group rewards the services rendered by some employees through an equity-settled stock option plan. The fair value of the services received is recognised as cost in the statement of comprehensive income against an increase in equity, over the vesting period. The amount registered as cost represents the fair value of the stock option attributed, estimated based only on market conditions. Acquisition conditions, different from market conditions, were used to estimate the number of options vested at the end of acquisition period. At each reporting date, the entity revises its estimates of the number of options expected to become exercisable, and recognises the impact of the revision to original estimates in profit or loss, with a corresponding adjustment to equity.
Provisions are recognised at the reporting date when: i) the Group has a present legal or constructive obligation as a result of past events; ii) it is probable that an outflow of resources will be required to settle the obligation and; iii) the amount has been reliably estimated. Provisions for restructuring include all liabilities to be paid, namely employee termination payments. These provisions do not include any estimated future operating losses or estimated profits from the disposal of assets.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Trade and other payables balances are obligations to pay goods or services that have been acquired in the ordinary course of the business. They are initially recognised at fair value and subsequently at amortised cost accordingly with the effective interest rate method.
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of Value Added Tax (V.A.T.), rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and when specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Sales of goods are recognised when a Group entity has delivered products to the customer, the customer has accepted the products and collectibility of the related receivables is reasonably assured.
Software products are usually sold without a right of return. However, if there is any chance of return, accumulated experience is used to estimate and provide for such returns at the time of sale.
Revenue from consulting projects, classified as "time and materials" is recognised in the accounting period in which the services are rendered.
Revenue from consulting projects, classified as "fixed contract" ("turn key") is recognised under the percentage-of-completion method based on total costs already incurred as a percentage of total estimated costs to be incurred until the end of the project, prepared by each project manager. According to this method, 'Accrued income' and 'Deferred income and other current liabilities' headings are adjusted in order to reflect the accurate result of each project at the end of each reporting period.
Revenue from outsourcing and maintenance projects is recognised linearly over the period of the contract, where there are no significant and specific activities foreseen.
Dividend income is recognised when the right to receive payment is established.
Government subsidies are recognised at fair value, when there is high likelihood that the subsidy will be received and the Group fulfils all the requirements to receive it.
Non-refundable subsidies to finance development projects are recorded as a liability at the reporting date, in 'Deferred income and other current liabilities' heading and are recognised in profit or loss of each period by the useful life of the financed assets.
Operating subsidies are aimed to recovering the costs, incurred and recorded, with training initiatives and projects of research of new technological and scientific knowledge, and are recognised in the statement of comprehensive income as the related expenses are incurred, regardless of when the subsidy is received.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are expensed on a straight-line basis over the period of the lease.
Lease contracts for tangible assets where the Group has substantially all the risks and benefits of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between liability and finance charges so as to achieve a constant rate on the finance balance outsanding. The corresponding rental obligations, net of finance charges, are recorded under liabilities (current and noncurrent). The interest element of the finance cost is expensed over the lease period so as to produce a constant periodic rate of interest on the remaining balance of liability for each period. Tangible assets acquired under finance leases are depreciated over the shorter of the useful life and the lease term.
The following table shows the Group's financial assets and financial liabilities that are measured at fair value according with the following hierarchy levels:
| 31.12.11 | 31.12.10 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets at fair value | ||||||
| Derivative financial instruments | - | 245 | - | - | 197 | - |
| - | 245 | - | - | 197 | - | |
| Financial liabilities at fair value | ||||||
| Derivative financial instruments | - | 461 | - | - | 353 | - |
| - | 461 | - | - | 353 | - |
Dividend distribution to the company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the company's shareholders.
The consolidated financial statements for the year ended 31 December 2011 are comparable in all material aspects with the year 2010, and no changes in accounting policies have occurred when compared to those used for preparation of the financial statements of the previous year, presented for comparative effects.
The Group's activities expose it to a variety of financial risks, namely, Foreign exchange risk, Cash flow and fair value interest rate risk, Credit Risk, Liquidity risk and Capital management risk.
The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
The Group operates internationally and is exposed to foreign exchange risk, mainly arising from U.S. Dollar exposure, since some subsidiaries perform transactions in this currency.
The finance department is responsible for the tracking of the exchange rate of the currency mentioned above, in order to reduce the impact of the fluctuation in consolidated results. The group uses derivative financial instruments to hedge certain risk exposures (see note 15).
The table below summarises the Group's exposure to foreign currency exchange rate risk at 31 December based on Group's financial assets and liabilities at carrying amounts, categorised by currency:
| At 31 December 2010 | Euro | Dollar | Other | Total |
|---|---|---|---|---|
| Assets | ||||
| Other non-current assets | 69 | - | - | 69 |
| Trade and other receivables | 69,461 | 11,410 | 1,111 | 81,982 |
| Accrued income | 14,034 | - | 1 | 14,035 |
| Derivative financial instruments | 197 | - | - | 197 |
| Cash and cash equivalents | 23,771 | 189 | 4,128 | 28,088 |
| 107,532 | 11,599 | 5,240 | 124,371 | |
| Liabilities | ||||
| Other non-current liabilities | 927 | - | - | 927 |
| Borrowings | 11,432 | 1,780 | - | 13,212 |
| Trade and other payables | 50,171 | 6,594 | 336 | 57,101 |
| Derivative financial instruments | 353 | - | - | 353 |
| Deferred income and other current liabilities | 22,101 | - | 706 | 22,807 |
| 84,984 | 8,374 | 1,042 | 94,400 | |
| At 31 December 2011 | Euro | Dollar | Other | Total |
| Assets | ||||
| Trade and other receivables | 79,799 | 8,009 | 3,693 | 91,501 |
| Accrued income | 16,388 | - | 26 | 16,414 |
| Derivative financial instruments | 245 | - | - | 245 |
| Cash and cash equivalents | 26,585 | 477 | 95 | 27,157 |
| 123,017 | 8,486 | 3,814 | 135,317 | |
| Liabilities | ||||
| Other non-current liabilities | 308 | - | - | 308 |
| Borrowings | 17,307 | - | - | 17,307 |
| Trade and other payables | 54,744 | 4,151 | 2,040 | 60,935 |
| Derivative financial instruments | 461 | - | - | 461 |
| Deferred income and other current liabilities | 21,434 | - | 1,235 | 22,669 |
| 94,254 | 4,151 | 3,275 | 101,680 |
The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders equity of either an instantaneous 10% strengthening or weakening in Euro against all other currencies, from the rates applicable at 31 December 2011, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone.
Under this assumption, with a 10% strengthening or weakening of Euro against all exchange rates, profit before income tax would have increased or decreased, respectively, by EUR 487 thousand in 2011 (2010: EUR 742 thousand).
The Group's interest-rate risk arises from short term finance investments in banks and borrowings. Short term finance investments in banks expose the Group to cash flow interest-rate risk dependent of changes in market interest rates. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During 2011, most of the Group's borrowings were issued at fixed rates and were mainly denominated in Euros.
The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders equity of either an instantaneous increase or decrease of 0.5% (50 basis points) in market interest rates, from the rates applicable at 31 December 2011, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone. The sensitivity analysis is based on the following assumptions:
(i) Changes in market interest rates affect the interest income or expense of variable interest financial instruments;
(ii) Changes in market interest rates only affect interest income or expense in relation to financial instruments with fixed interest rates if these are recognised at their fair value;
(iii) Changes in market interest rates affect the fair value of derivative financial instruments and other financial assets and liabilities;
(iv) Changes in the fair values of derivative financial instruments and other financial assets and liabilities are estimated by discounting the future cash flows of net present values using appropriate market rates prevailing at the year end.
Under these assumptions, an increase or decrease of 0.5% in market interest rates, would impact respectively in an increase or decrease of profit before income tax of approximately EUR 104 thousand, in 2011 and in an increase or decrease, respectively, of approximately EUR 74 thousand, in 2010.
Credit risk is managed, simultaneously, on business units level, for the amounts of outstanding trade and other receivables, and on Group basis, for financial instruments. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and commited transactions. For banks and financial institutions, only independently well rated parties are accepted. Credit risk management of trade and other receivables is based in credit limits, taking into account the financial position of the customer and past experience.
At 31 December 2011, the 60 customers with greater balances of the Group represented approximately 83% of the total balance (2010: 82%).
The distribution by geographical market of those customers is shown in the table below:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Portugal | 80% | 82% |
| Germany | 1% | 1% |
| Spain | 4% | 1% |
| Rest of Europe | - | 1% |
| Asia | 2% | 2% |
| Middle East | 1% | 3% |
| Africa | 12% | 10% |
| 100% | 100% |
The distribution by business sector of those customers is shown in the table below:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Telecommunications | 50% | 50% |
| Consumer electronics | 6% | 5% |
| Financial Services | 17% | 18% |
| Transport | 7% | 6% |
| Public Administration | 5% | 5% |
| Information Technology | 6% | 9% |
| Energy | 5% | 5% |
| Aeronautics | 1% | - |
| Other | 3% | 2% |
| 100% | 100% |
The table below shows the ratings atributted by Moody's Investors Services to the financial institutions with whom the Group as higher balances at 31 December 2011 (excluding financial institutions where net balance is negative):
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Aa3 | 1,220 | - |
| A2 | - | 11,351 |
| A3 | - | 15,035 |
| Baa2 | 4,989 | - |
| Ba2 | 10,385 | - |
| Ba3 | 10,194 | - |
| 26,788 | 26,386 |
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.
Management monitors rolling forecasts of the Group's liquidity reserve (which comprises undrawn committed borrowing facilities and cash and cash equivalents) on the basis of expected cash flows, taking into account the analysis of the remaining contractual maturity of the financial liabilities and the expected date of financial assets inflows. Additionally, a regular monitoring is made to the maturity concentration of borrowings and liabilities of the Group.
The plafonds of borrowings contracted by the Group are shown in the table below:
| Euro | Dollar | |
|---|---|---|
| Banco Espírito Santo (BES) | 7,000 | 2,500 |
| Banco BPI (BPI) | 3,075 | - |
| Banco Comercial Português (BCP) | 6 | - |
| Banco Santander Totta (Santander) | 5,000 | - |
| Barclays Bank (Barclays) | 5,250 | 3,000 |
| Banco Espírito Santo Espanha (BESSA) | 750 | - |
| Banco de Fomento de Angola (BFA) | - | 2,000 |
| De Lage Landen (DLL) | 659 | - |
| 21,740 | 7,500 |
The Group's objectives when managing capital which is a broader concept than 'equity' in the consolidated statement of financial position Group scapital, equity position, are:
(i) To safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders;
(ii) To maintain a solid capital structure to support the development of its business;
(iii) To maintain an optimal capital structure to reduce the cost of capital.
Management monitors the Return on Capital (ROC) ratio, that the Group defines as the 'Operating Profit' divided by 'Total Equity', to measure the Group ability to generate cash flows related to the capital invested in its business.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Operating Profit | 4,622 | 16,690 |
| Total Equity | 102,439 | 98,498 |
| Return on Capital | 5 % | 17 % |
The Group has the objective to maintain ROC above the cost of capital (measured by WACC - weighted average cost of capital), which allows the Group to add value. The Group's WACC in 2011 is around 9% (2010: 9%). In 2011, the Group didn't achieve the target because of the financial and economic crisis.
The preparation of financial statements requires the use of certain critical accounting estimates by the Management, that affect assets, liabilities, and the disclosure of assets and contingent liabilities at the reporting date in the the financial statements, as well as income and expenses during the reporting period, consequently future results can differ from the estimated ones. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and judgments considered more relevant in the preparation of these financial statements are presented below.
The Group tests annually, on the second half of the year, whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.6. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates, to forecast the cash flows of each cash-generating units, and the choice of a discount rate and a perpetual grow rate (see note 8).
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and the use of deferred tax assets and liabilities. Deferred tax assets and liabilities were determined based on tax legislation currently in effect for the Group's companies, or on legislation already published for future application. Changes in the tax legislation may influence the value of deferred taxes.
The Group recognises deferred tax assets related to tax incentives obtained under SIFIDE based on estimates. The final amount of these tax incentives is only known in future years based on the approval by the competent body of the Group's applications to these incentives. The amount of tax credits not yet approved reach EUR 4,683 thousand (2010: EUR 3,238 thousand).
Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
Revenue recognition in respect of "turn key" projects, is made by Management recurring to analysis and estimates of the current and future developments of consulting projects in place. These projections could have a different development in the future, from the present estimates performed by Management. Eventual changes in the estimates would be reflected under 'Accrued income' and 'Deferred income and other current liabilities' headings in the statement of financial position and under 'Services rendered' in the statement of comprehensive income.
The Group recognises a provision for warranties when the underlying products or services are sold. These provisions are established using historical information of nature, frequency and average costs of warranty claims. Any changes to estimates will impact the financial statements of the following year, under 'Provisions' in liabilities and 'Other gains/(losses) - net' in profit or loss.
Management maintains a valuation allowance for impairment of trade and other receivables, in order to reflect the estimated losses that result from clients' inability to make the required payments. When assuming the adequacy of an allowance for doubtful accounts, Management bases its estimates on the ageing of accounts receivable balances and historical write off experience, customer credit worthiness and changes g gp g in customer payment terms. If the customer's financial conditions deteriorate, actual write off's might be higher than expected.
The Group is exposed to inventory impairment as the result of changes in economical enviroment, due to operating in a very dynamic market. To manage this risk, the Group monitors market developments, as a way to identify the possible impact of those changes in its business.
The Group recognises on a monthly basis an estimate for bonus and other variable remunerations, which considers the theoretical amounts agreed with employees, the monitoring of the expected objective's achievement rates and the general situation of the Company's business. The variable remuneration of the elements of the Board of Directors is set by the Remuneration Committee based on the evaluation of the previous year performance. Therefore, the cost estimate for the current exercise booked under 'Trade and other payables' heading, is prepared based on the Management's best estimate to the performance of the current year, where the actual final outcome is only known in the following exercise, after the Remuneration Committee's deliberation. More information about the Shareholders' remuneration can be found in the point regarding Remuneration, included in the Corporate Governance Report, which is an integral part of the Consolidated Annual Report.
In 2011, a new offer structure was defined aggregated into four business areas: (i) Business Solutions (BS); (ii) Infrastructures & Managed Services (IMS); (iii) Digital TV and (iv) Venture Capital. BS segment now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services previously considered within IMS segment.
The table below shows the amounts of Ticketing and Managed Services areas, included in IMS segment for the period ended 31 December 2010, which moved into Business Solutions segment in 2011.
| Ticketing & | Business | Ticketing & | ||||
|---|---|---|---|---|---|---|
| Consulting (*)Managed Serv. | Solutions | IMS (*) | Managed Serv. | IMS | ||
| At 31 December 2010 | ||||||
| Total segment Sales and services rendered | 147,016 | 8,653 | 155,669 | 117,428 | (8,653) | 108,775 |
| Inter-segment Sales and services rendered | 66,357 | 455 | 66,812 | 14,320 | (455) | 13,865 |
| Sales and services rendered | 80,659 | 8,198 | 88,857 | 103,108 | (8,198) | 94,910 |
| Depreciation and amortisation | (3,210) | (260) | (3,470) | (1,477) | 260 | (1,217) |
| Operating profit/(loss) | 7,725 | 636 | 8,361 | 7,171 | (636) | 6,535 |
| Finance costs – net | (211) | (42) | (253) | (131) | 42 | (89) |
| Share of loss of associates | (6) | - | (6) | - | - | - |
| Income tax expense | (1,348) | 60 | (1,288) | (1,640) | (60) | (1,700) |
| Profit/(Loss) from operations | 6,160 | 654 | 6,814 | 5,400 | (654) | 4,746 |
| Other information: | ||||||
| (Provisions) / Provisions reversal | 268 | 682 | 950 | 773 | (682) | 91 |
(*) Amounts disclosed in 2010 Report and Accounts.
The segment results presented below consider the new internal reporting organization, with the comparatives restated.
The companies considered in each operating segment are presented in note 6. For the purpose of prepararing this information, Novabase S.G.P.S. and Novabase Serviços are considered as part of the Business Solutions segment.
| Business | Digital | Venture | Continuing | Discontinued | ||
|---|---|---|---|---|---|---|
| Solutions | IMS | TV | Capital | operations | operations | |
| At 31 December 2010 | ||||||
| Total segment Sales and services rendered | 155,669 | 108,775 | 53,325 | 4,481 | 322,250 | - |
| Inter-segment Sales and services rendered | 66,812 | 13,865 | 4,047 | 1,195 | 85,919 | - |
| Sales and services rendered | 88,857 | 94,910 | 49,278 | 3,286 | 236,331 | - |
| Depreciation and amortisation | (3,470) | (1,217) | (722) | (69) | (5,478) | - |
| Operating profit/(loss) | 8,361 | 6,535 | 1,451 | 343 | 16,690 | - |
| Finance costs – net | (253) | (89) | 241 | (14) | (115) | - |
| Share of loss of associates (note 33) | (6) | - | - | (249) | (255) | - |
| Income tax expense | (1,288) | (1,700) | 454 | (94) | (2,628) | - |
| Profit/(Loss) from operations | 6,814 | 4,746 | 2,146 | (14) | 13,692 | - |
| Other information: | ||||||
| (Provisions) / Provisions reversal | 950 | 91 | 445 | 27 | 1,513 | - |
| At 31 December 2011 | ||||||
| Total segment Sales and services rendered | 157,530 | 99,793 | 56,314 | 2,443 | 316,080 | - |
| Inter-segment Sales and services rendered | 67,882 | 13,758 | 3,561 | 1,246 | 86,447 | - |
| Sales and services rendered | 89,648 | 86,035 | 52,753 | 1,197 | 229,633 | - |
| Depreciation and amortisation | (3,732) | (1,400) | (805) | (188) | (6,125) | - |
| Operating profit/(loss) | 5,021 | 2,132 | (1,065) | (1,466) | 4,622 | - |
| Finance costs – net | (73) | (663) | (111) | (9) | (856) | - |
| Share of loss of associates (note 33) | (73) | - | - | (572) | (645) | - |
| Income tax expense | (262) | (1,832) | 1,711 | (501) | (884) | - |
| Profit/(Loss) from operations | 4,613 | (363) | 535 | (2,548) | 2,237 | 703 |
| Other information: | ||||||
| (Provisions) / Provisions reversal | 418 | 507 | (1,209) | - | (284) | - |
The companies consolidated by full method, as at 31 December 2011, were the following:
| Holding company | Share capital | % Interest held | |||
|---|---|---|---|---|---|
| and Subsidiaries | Head Office | 31.12.11 | 31.12.11 | 31.12.10 | |
| Parent company: | |||||
| Novabase S.G.P.S., S.A. | Lisbon - Portugal | € 15,700,697 | - | - | |
| Business Solutions: | |||||
| Novabase Business Solutions, S.A. | Lisbon - Portugal | € 3,466,000 | 100.0% | 100.0% | |
| NBO Recursos em TI, S.A. | Lisbon - Portugal | € 50,000 | 100.0% | 100.0% | |
| Novabase Consulting SGPS, S.A. | Lisbon - Portugal | € 11,629,475 | 100.0% | 100.0% | |
| Novabase E.A., S.A. | Lisbon - Portugal | € 150,000 | 100.0% | 100.0% | |
| CelFocus, S.A. | Lisbon - Portugal | € 100,000 | 55.0% | 55.0% | |
| (*) | Novabase International Solutions B.V. | Amsterd. - Netherl. | - | 100.0% | |
| Nbase International Investments B.V. | Amsterd. - Netherl. | € 1,220,800 | 100.0% | 100.0% | |
| Novabase Solutions Middle East FZ-LLC | Dubai - UAE | 2,700,000 AED | 100.0% | 100.0% | |
| (**) | Octal - Engenharia de Sistemas, S.A. | Lisbon - Portugal | € 3,000,000 | 100.0% | 100.0% |
| (**) | Gedotecome Informática, Lda | Lisbon - Portugal | € 25,000 | 100.0% | 100.0% |
| (b) | Evolvespace Solutions, Lda. | Lisbon - Portugal | € 5,000 | 100.0% | - |
| IMS: | |||||
| Novabase Infraestruturas, SGPS, S.A. | Lisbon - Portugal | € 50,000 | 100.0% | 100.0% | |
| Novabase IMS Infr. & Manag. Services, S.A. | Lisbon - Portugal | € 70,500 | 100.0% | 100.0% | |
| Novabase Consulting Espanha, S.A. | Madrid - Spain | € 1,000,000 | 100.0% | 100.0% | |
| Novabase Infr. Integracion S. Inf., S.A. | Madrid - Spain | € 120,202 | 100.0% | 100.0% | |
| (*) | Novabase Polska Sp. z o.o. | Warsaw - Poland | - | 100.0% | |
| (***) NBASIT-Sist. de Inf. e Telecomunic., S.A. | Luanda - Angola | 47,500,000 AOA | 49.4% | 49.4% | |
| Discontinued operations - see note 40: | |||||
| (*) | Octal 2 Mobile, S.A. | Lisbon - Portugal | - | 99.5% | |
| Digital TV: | |||||
| Novabase Interactive TV SGPS, S.A. | Lisbon - Portugal | € 278,125 | 100.0% | 100.0% | |
| Novabase Digital TV E.S. Tel. Inter., S.A. | Lisbon - Portugal | € 250,000 | 100.0% | 100.0% | |
| TVLab, S.A. | Lisbon - Portugal | € 525,000 | 100.0% | 100.0% | |
| Novabase Digital TV Technologies GmbH | Munich - Germany | € 25,000 | 100.0% | 100.0% | |
| Novabase Digital TV, EURL | Caen - France | € 10,000 | 100.0% | 100.0% | |
| Venture Capital: | |||||
| Novabase Cap , ital SGCR, S.A. |
Lisbon - Portugal | € 2, , 500 000 |
100.0% | 100.0% | |
| COLLAB – Sol. I. Com. e Colab., S.A. | Lisbon - Portugal | € 61,333 | 76.9% | 76.9% | |
| (a) | FCR NB Capital Inovação e Internacionalização | - | € 11,360,000 | 51.6% | - |
| Novabase Shared Services: | |||||
| Novabase Serviços, S.A. | Lisbon - Portugal | € 250,000 | 100.0% | 100.0% | |
(*) Company dissolved in 2011.
(**) In 2010, this company was considered within IMS segment (note 5).
Of the total amount invested of EUR 251 thousand, EUR 100 thousand corresponds to the initial investment, paid in cash, and to a contingent consideration of EUR 151 thousand to be paid in 2012 and 2013, based on future goals to be achieved by the subsidiary, in terms of operational performance (see notes 23 and 24).
The Goodwill arising from this acquisition, of EUR 92 thousand, is mainly attributable to the access to the highly skilled workforce of Evolvespace Solutions in that industry.
The total acquisition-related costs of Evolvespace Solutions reached EUR 2 thousand. They are related to the Due Dilligence process, and have been recognized in results within 'External supplies and services' heading.
The income and net profit of Evolvespace Solutions since the acquisition date until 31 December 2011, included in the consolidated financial statements and in the consolidated net profit reached EUR 132 thousand and minus EUR 23 thousand, respectively. If Evolvespace Solutions had been consolidated since 1 January 2011, the Group estimates that the total consolidated income would come increased by EUR 127 thousand. The consolidated net profit would be less EUR 60 thousand.
The following table summarises the consideration paid for Evolvespace Solutions, and the amount of assets acquired and liabilities assumed recognised at the acquistion date:
| Apr-11 | |
|---|---|
| Consideration | |
| Cash | 100 |
| Contingent consideration | 151 |
| Total consideration | 251 |
| Fair value | |
| Identifiable assets acquired and liabilities assumed | |
| Property, plant and equipment | 7 |
| Trade and other receivables | 349 |
| Trade and other payables | (183) |
| Provisions | (20) |
| Borrowings | (13) |
| Deferred income tax assets | 19 |
| Total identifiable net assets | 159 |
| Goodwill | 92 |
| 251 |
The companies consolidated using the equity method, as at 31 December 2011, were the following:
| Associates | Share capital | % Interest held | Equity | Results | |||
|---|---|---|---|---|---|---|---|
| (see note 9) | Head Office | 31.12.11 | 31.12.11 | 31.12.10 | 31.12.11 | 31.12.11 | |
| Fundo Capital Risco NB Capital | Lisbon - Portugal | € 7,142,857 | 30.0% | 30.0% | 2,967 | (1,905) | |
| (a) | Novabase Atlântico, SI, S.A. | P. Delg. - Portugal | € 216,875 | 60.0% | 60.0% | 137 | (123) |
| (b) | TechnoTrend Holding N.V. | Amsterd. - Netherl. | € 97,295 | - | 49.5% | - | - |
| (b) | TechnoTrend GmbH TechnoTrend |
Erfurt - Germany Erfurt |
€ 5,263,320 € |
50.0% | 49.5% Unavailable info. Unavailable info. Unavailable |
Unavailable | |
| (c) | Feedzai, Lda | Coimbra - Portugal | € 73,500 | 3.6% | - | 1,413 | 96 |
| Powergrid, Lda | T. Vedras - Portugal | € 450,000 | 45.8% | - | 440 | (10) |
(a) Novabase considers that does not have the power to control the financial and operating policies of the company (see note 9).
(b) TechnoTrend Holding N.V. was dissolved in 2011, having been been distributed to its shareholders the shares in company TechnoTrend GmbH.
(c) Novabase considers that does have significant influence in the company (see note 9).
| 31.12.11 | 31.12.10 | |||||
|---|---|---|---|---|---|---|
| Accumulated | Net book | Accumulated | Net book | |||
| Cost | depreciation | value | Cost | depreciation | value | |
| Buildings and other constructions | 4,212 | 1,388 | 2,824 | 4,079 | 986 | 3,093 |
| Basic equipment | 7,919 | 4,569 | 3,350 | 6,692 | 2,942 | 3,750 |
| Transport equipment | 4,863 | 2,865 | 1,998 | 4,647 | 2,547 | 2,100 |
| Tools and utensils | 49 | 23 | 26 | 49 | 7 | 42 |
| Furniture, fittings and equipment | 1,577 | 778 | 799 | 1,432 | 585 | 847 |
| Other tangible assets | 8 | 5 | 3 | 8 | 4 | 4 |
| 18,628 | 9,628 | 9,000 | 16,907 | 7,071 | 9,836 |
During 2010, movements in property, plant and equipment were as follows:
| Change in | |||||||
|---|---|---|---|---|---|---|---|
| Balance at | Acquisitions | consolidation | Exchange | Balance at | |||
| 01.01.10 | / increases | Write off's | Transfers | universe | differences | 31.12.10 | |
| Cost: | |||||||
| Buildings and other constructions | 3,520 | 599 | - | (40) | - | - | 4,079 |
| Basic equipment | 5,379 | 2,645 | (894) | (438) | - | - | 6,692 |
| Transport equipment | 4,929 | 1,611 | (1,893) | - | - | - | 4,647 |
| Tools and utensils | - | 49 | - | - | - | - | 49 |
| Furniture, fittings and equipment | 1,628 | 124 | (165) | (155) | - | - | 1,432 |
| Other tangible assets | 8 | - | - | - | - | - | 8 |
| 15,464 | 5,028 | (2,952) | (633) | - | - | 16,907 | |
| Accumulated depreciation: | |||||||
| Buildings and other constructions | 472 | 523 | - | (9) | - | - | 986 |
| Basic equipment | 2,492 | 1,475 | (882) | (143) | - | - | 2,942 |
| Transport equipment | 3,106 | 1,097 | (1,656) | - | - | - | 2,547 |
| Tools and utensils | - | 7 | - | - | - | - | 7 |
| Furniture, fittings and equipment | 670 | 188 | (158) | (115) | - | - | 585 |
| Other tangible assets | 3 | 1 | - | - | - | - | 4 |
| 6,743 | 3,291 | (2,696) | (267) | - | - | 7,071 |
During 2011, movements in property, plant and equipment were as follows:
| Change in | |||||||
|---|---|---|---|---|---|---|---|
| Balance at | Acquisitions | consolidation | Exchange | Balance at | |||
| 01.01.11 | / increases | Write off's | Transfers | universe | differences | 31.12.11 | |
| Cost: | |||||||
| Buildings and other constructions | 4,079 | 133 | - | - | - | - | 4,212 |
| Basic equipment | 6,692 | 1,280 | (65) | - | 9 | 3 | 7,919 |
| Transport equipment | 4,647 | 1,350 | (1,139) | - | - | 5 | 4,863 |
| Tools and utensils | 49 | - | - | - | - | - | 49 |
| Furniture, fittings and equipment | 1,432 | 129 | (1) | - | 17 | - | 1,577 |
| Other tangible assets | 8 | - | - | - | - | - | 8 |
| 16,907 | 2,892 | (1,205) | - | 26 | 8 | 18,628 | |
| Accumulated depreciation: | |||||||
| Buildings and other constructions | 986 | 402 | - | - | - | - | 1,388 |
| Basic equipment | 2,942 | 1,659 | (36) | - | 3 | 1 | 4,569 |
| Transport equipment | 2,547 | 1,287 | (973) | - | - | 4 | 2,865 |
| Tools and utensils | 7 | 16 | - | - | - | - | 23 |
| Furniture, fittings and equipment | 585 | 178 | (1) | - | 16 | - | 778 |
| Other tangible assets | 4 | 1 | - | - | - | - | 5 |
| 7,071 | 3,543 | (1,010) | - | 19 | 5 | 9,628 |
Buildings and other constructions includes construction works in the amount of EUR 2,656 thousand made in the headquarter of the Group and in the new facilities of the logistics unit. These construction works are being depreciated over the estimated period of lease of such facilities.
Depreciation is included in 'Depreciation and amortisation' heading in the statement of comprehensive income (note 30).
'Basic equipment' and 'Transport equipment' headings includes the following finance lease contracts:
| Basic equipment | Transport equipment | |||
|---|---|---|---|---|
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | |
| Acquisition cost Accumulated depreciation |
342 (49) |
- - |
4,651 (2,799) |
4,610 (2,545) |
| Net book value | 293 | - | 1,852 | 2,065 |
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | |
| Depreciation charge | 49 | - | 1,226 | 1,096 |
| 31.12.11 | 31.12.10 | |||||
|---|---|---|---|---|---|---|
| Cost | Accumulated amortisation |
Net book value |
Cost | Accumulated amortisation |
Net book value |
|
| Internally generated intangible assets | 1,911 | 434 | 1,477 | 1,088 | 20 | 1,068 |
| Industrial property and other rights | 14,010 | 10,342 | 3,668 | 13,334 | 8,171 | 5,163 |
| Work in progress | 2,515 | - | 2,515 | 1,623 | - | 1,623 |
| Goodwill | 23,467 | - | 23,467 | 23,375 | - | 23,375 |
| 41,903 | 10,776 | 31,127 | 39,420 | 8,191 | 31,229 |
During 2010, movements in intangible assets were as follows:
| Change in | |||||
|---|---|---|---|---|---|
| Balance at | AcquisitionsImpairment ch. | consolidation | Balance at | ||
| 01.01.10 | / increases | / Write off's | Transfers | universe | 31.12.10 |
| 2,165 | 746 | (2,165) | 342 | - | 1,088 |
| 10,605 | 1,866 | (80) | 943 | - | 13,334 |
| 615 | 1,832 | - | (824) | - | 1,623 |
| 23,375 | - | - | - | - | 23,375 |
| 36,760 | 4,444 | (2,245) | 461 | - | 39,420 |
| 20 | |||||
| 6,063 | 1,921 | (80) | 267 | - | 8,171 |
| 7,982 | 2,187 | (2,245) | 267 | - | 8,191 |
| 1,919 | 266 | (2,165) | - | - |
During 2011, movements in intangible assets were as follows:
| Change in | ||||||
|---|---|---|---|---|---|---|
| Balance at | AcquisitionsImpairment ch. | consolidation | Balance at | |||
| 01.01.11 | / increases | / Write off's | Transfers | universe | 31.12.11 | |
| Cost: | ||||||
| Internally generated intangible assets | 1,088 | 478 | - | 345 | - | 1,911 |
| Industrial property and other rights | 13,334 | 673 | - | - | 3 | 14,010 |
| Work in progress | 1,623 | 1,267 | (30) | (345) | - | 2,515 |
| Goodwill | 23,375 | 92 | - | - | - | 23,467 |
| 39,420 | 2,510 | (30) | - | 3 | 41,903 | |
| Accumulated amortisation: | ||||||
| Internally generated intangible assets | 20 | 414 | - | - | - | 434 |
| Industrial property and other rights | 8,171 | 2,168 | - | - | 3 | 10,342 |
| 8,191 | 2,582 | - | - | 3 | 10,776 |
Acquisitions of intangible assets includes capitalised employee costs in the amount of EUR 1,471 thousand.
Amortisation is included in 'Depreciation and amortisation' heading in the statement of comprehensive income (note 30).
| Amortisation | Accumulated | Net book | ||||
|---|---|---|---|---|---|---|
| Business | period | Company | Cost | amortisation | value | |
| (i) | ATX Projects | 10 years | Novabase Business Solutions | 8,295 | 6,907 | 1,388 |
| (ii) | SAP RH and SAP Logística | 6 years | Novabase Serviços | 714 | 518 | 196 |
| (iii) | Commercial patents | 3 years | NB Digital TV GmbH | 1,000 | 972 | 28 |
| (iv) | Software SCADA | 5 years | Novabase Business Solutions | 750 | 225 | 525 |
| (v) | SAP HCM | 6 years | Novabase Serviços | 292 | 61 | 231 |
| (vi) | Other | 2,959 | 1,659 | 1,300 | ||
| 14,010 | 10,342 | 3,668 |
(i) Amount paid to Espírito Santo Group, for the acquisition of a service contract, over a period between 6 to 10 years.
(ii) Management information system (mySAP) for the Group internal use.
(iii) Patents of 'Docking Station' and 'Modular digital TV decoder'.
(iv) Management and control platform for wind power production.
(v) Management information system (mySAP), new HR solution - Human Capital Management, for the Group internal use.
(vi) This balance refers mainly to computer software licences.
'Internally generated intangible assets' include the cost of projects for software development, as well as the cost of projects for products development in specific areas.
The amount with research and development recognised as a cost, related to the main research projects, reached EUR 7.8 Million (2010: EUR 10.1 Million).
Impairment tests were performed on 'Work in progress' and it was concluded there is no impairment.
Movements in goodwill were as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 24,994 | 24,994 |
| Goodwill arising from the acquisition of new subsidiaries (see note 6) | 92 | - |
| Balance at 31 December | 25,086 | 24,994 |
| Movements in goodwill impairment were as follows: | 31 12 11 31.12.11 |
31 12 10 31.12.10 |
| Balance at 1 January | (1,619) | (1,619) |
| Balance at 31 December | (1,619) | (1,619) |
Goodwill is allocated to the Group's Cash-Generating Units (CGUs) identified according to operating segments.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Business Solutions | 14,247 | 14,155 |
| IMS | 685 | 685 |
| Digital TV | 8,535 | 8,535 |
| 23,467 | 23,375 |
The impairment test for goodwill was performed based on the discounted cash flow method, using a 5 year business plan forecasted by Management, with the following key assumptions:
| Business | ||||
|---|---|---|---|---|
| Solutions | IMS | Digital TV | ||
| Discounted rate (pre tax) | 12.8% | 12.8% | 12.8% | |
| Perpetual growth rate | 2.0% | 2.0% | 2.0% | |
| Annual growth rate of turnover | 5.0% | 2.0% | 5.0% |
The application of the previously described method generates a recoverable amount (determined by value in use) of assets that exceeds its carrying amount, concluding therefore that there is no need for an impairment charge to the goodwill allocated to the Cash-Generating Units.
A reasonably possible change in the key assumptions on which Management has based its determination of the recoverable amount wouldn't cause the carrying amount to exceed its recoverable amount.
| % Interest held | |||||||
|---|---|---|---|---|---|---|---|
| % Holding | % held directly | Acquisition cost | |||||
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | ||
| Fundo Capital Risco NB Capital (notes 6 and 33) | 30.0% | 30.0% | 30.0% | 30.0% | 879 | 1,450 | |
| (i) | Feedzai, Lda (note 6) | 3.9% | - | 7.6% | - | 190 | - |
| (ii) | Powergrid, Lda (note 6) | 45.8% | - | 88.9% | - | 400 | - |
| (iii) | Novabase Atlântico, SI, S.A. (notes 6 and 33) | 60.0% | 60.0% | 60.0% | 60.0% | 135 | 209 |
| (iv) | Ent. Comerc. Prod. Mobilidade Eléctrica | 33.3% | 33.3% | 33.3% | 33.3% | 17 | 17 |
| TechnoTrend Holding N.V. (note 6) | - | 49.5% | - | 49.5% | - | - | |
| (v) | TechnoTrend GmbH (note 6) | 50.0% | 49.5% | 50.0% | 100.0% | - | - |
| 1,621 | 1,676 |
(i) Company dedicated to developing solutions for processing large volumes of data in real time, acquired by FCR NB Capital Inovação e Internacionalização. This Fund has a significant influence on Feedzai, therefore this financial holding was included in the consolidation by equity method.
(ii) Company acquired by FCR NB Capital Inovação e Internacionalização, focused on developing an application platform for SmartGrids.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts were determined after its offsetting:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Deferred tax assets | ||
| To be recovered within 12 months | 1,848 | 2,348 |
| To be recovered after more than 12 months | 10,539 | 8,048 |
| 12,387 | 10,396 | |
| Deferred tax liabilities | ||
| To be recovered within 12 months | - | 809 |
| To be recovered after more than 12 months | 100 | 100 |
| 100 | 909 | |
The movement in the deferred income tax assets was as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 10,396 | 8,341 |
| Change in consolidation universe | 19 | - |
| Reclassifications | (30) | (12) |
| Exchange differences | 2 | 9 |
| Discontinued operations | 592 | - |
| Profit or loss charge (see note 34) | 1,408 | 2,058 |
| Balance at 31 December | 12,387 | 10,396 |
The movement in the deferred income tax liabilities was as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January Profit or loss charge (see note 34) |
909 (809) |
100 809 |
| Balance at 31 December | 100 | 909 |
The movement in deferred tax assets during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Tax | Tax | Provisions / | ||
|---|---|---|---|---|
| Losses | Incentives | Adjustments | Total | |
| Balance at 1 January 2010 | 3,314 | 3,414 | 1,613 | 8,341 |
| Profit or loss charge | (939) | 2,936 | 61 | 2,058 |
| Reclassifications | (12) | - | - | (12) |
| Exchange differences | 9 | - | - | 9 |
| Balance at 31 December 2010 | 2,372 | 6,350 | 1,674 | 10,396 |
| Profit or loss charge | (51) | 1,340 | 119 | 1,408 |
| Reclassifications | (30) | - | - | (30) |
| Change in consolidation universe | 19 | - | - | 19 |
| Exchange differences | 2 | - | - | 2 |
| Discontinued operations | 592 | - | - | 592 |
| Balance at 31 December 2011 | 2,904 | 7,690 | 1,793 | 12,387 |
Deferred tax assets related to tax incentives result from projects of research and development submitted under the incentive program SIFIDE.
The expiry date of the deferred tax assets can be analysed as follows:
| Tax Losses |
Tax Incentives |
Provisions / Adjustments |
Total | |
|---|---|---|---|---|
| No later than 1 year | 688 | 556 | - | 1,244 |
| Between 1 and 2 years | 264 | - | - | 264 |
| Between 2 and 3 years | 247 | 649 | - | 896 |
| Between 3 and 4 years | 937 | 1,802 | - | 2,739 |
| B t Between 4 and 5 years 4 d5 |
- | 2 848 2,848 |
- | 2 848 2,848 |
| Between 5 and 6 years | - | 1,835 | - | 1,835 |
| Over 6 years | 768 | - | - | 768 |
| With no defined date | - | - | 1,793 | 1,793 |
| 2,904 | 7,690 | 1,793 | 12,387 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Merchandise | 7,243 | 10,872 |
| Finished products | 41 | 195 |
| Raw materials, subsidiary goods and consumables | 199 | 311 |
| 7,483 | 11,378 | |
| Inventory impairment | (574) | (975) |
| 6,909 | 10,403 |
Movements in inventory impairment are analysed as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 975 | 857 |
| Impaiment (see note 29) Impaiment reversal (see note 29) |
166 (448) |
282 (166) |
| Gains on inventories | - | 2 |
| Write off's | (119) | - |
| 574 | 975 |
The cost of inventories recognised as expense and included in 'Cost of sales' and 'External supplies and services' headings amounted to EUR 98,929 thousand (2010: EUR 102,750 thousand).
| At 31 December 2010 | Loans and receivables |
Assets/liabilit. at fair value through P&L |
Other financial liabilities |
Non-financial assets/ liabilities |
Total |
|---|---|---|---|---|---|
| Assets | |||||
| Other non-current assets | 69 | - | - | - | 69 |
| Trade and other receivables | 81,982 | - | - | 1,303 | 83,285 |
| Accrued income | 14,035 | - | - | - | 14,035 |
| Derivative financial instruments | - | 197 | - | - | 197 |
| Other current assets | - | - | - | 3,834 | 3,834 |
| Cash and cash equivalents | 28,088 | - | - | - | 28,088 |
| 124,174 | 197 | - | 5,137 | 129,508 | |
| Liabilities | |||||
| Other non-current liabilities | - | - | 927 | - | 927 |
| Borrowings | - | - | 13,212 | - | 13,212 |
| Trade and other payables | - | - | 57,101 | - | 57,101 |
| Derivative financial instruments | - | 353 | - | - | 353 |
| Deferred income and other current liabilities | - | - | 22,807 | - | 22,807 |
| - | 353 | 94,047 | - | 94,400 |
| At 31 December 2011 | Loans and receivables |
Assets/liabilit. at fair value through P&L |
Other financial liabilities |
Non-financial assets/ liabilities |
Total |
|---|---|---|---|---|---|
| Assets | |||||
| Trade and other receivables | 91,501 | - | - | 1,329 | 92,830 |
| Accrued income | 16,414 | - | - | - | 16,414 |
| Derivative financial instruments | - | 245 | - | - | 245 |
| Other current assets | - | - | - | 5,236 | 5,236 |
| Cash and cash equivalents | 27,157 | - | - | - | 27,157 |
| 135,072 | 245 | - | 6,565 | 141,882 | |
| Liabilities | |||||
| Other non-current liabilities | - | - | 308 | - | 308 |
| Borrowings | - | - | 17,307 | - | 17,307 |
| Trade and other payables | - | - | 60,935 | - | 60,935 |
| Derivative financial instruments | - | 461 | - | - | 461 |
| Deferred income and other current liabilities | - | - | 22,669 | - | 22,669 |
| - | 461 | 101,219 | - | 101,680 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Trade receivables | 85,608 | 80,409 |
| Allowance for impairment of trade receivables | (2,854) | (2,012) |
| 82,754 | 78,397 | |
| Prepayments to suppliers | 546 | 537 |
| Employees | 133 | 73 |
| Value added tax | 650 | 693 |
| Receivables from related parties (note 39) | 597 | 494 |
| Financial investments disposal | 146 | 150 |
| Receivables from financed projects | 3,040 | 2,113 |
| Capital subscribers of FCR NB Capital Inovação e Internacionalização | 3,850 | - |
| Other receivables | 4,775 | 4,270 |
| Allowance for impairment of other receivables | (3,661) | (3,442) |
| 10,076 | 4,888 | |
| 92,830 | 83,285 |
The fair value of 'Trade and other receivables' balance approximates its carrying amount.
The carrying amount of this heading plus the balance of 'Accrued income' (see note 14) represents the maximum exposure to credit risk.
The ageing analysis of the carrying amounts of trade receivables is as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Carrying amount of receivables not due | 51,533 | 46,085 |
| Carrying amount of receivables not impaired | ||
| Past due for less than 6 months | 23,171 | 24,931 |
| Past due for more than 6 months | 8,052 | 7,343 |
| Carrying amount of receivables due and not impaired | 31,223 | 32,274 |
| Carrying amount of receivables impaired | ||
| Past due for less than 6 months | 958 | 4 |
| Past due for more than 6 months | 1,894 | 2,046 |
| Carrying amount of receivables due and impaired | 2,852 | 2,050 |
| 85,608 | 80,409 |
80% of trade receivables that are neither past due nor impaired is owed by entities with which there is no past experience of default, although might have had some ponctual delay in the invoices payment. The remaining 20% are distributed by nearly 300 entities with an average balance of EUR 36 thousand, that the credit department has no information that leads to suppose that there is a high risk of default.
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | |
| Balance at 1 January | 2,012 | 3,452 | 3,442 | 3,755 | 5,454 | 7,207 |
| Change in consolidation universe | 62 | - | - | - | 62 | - |
| Impairment (note 29) | 988 | 203 | 218 | 29 | 1,206 | 232 |
| Impairment reversal (note 29) | (208) | (1,033) | - | (216) | (208) | (1,249) |
| Transfers | - | 79 | - | 32 | - | 111 |
| Recovery of bad debts | - | 16 | 1 | - | 1 | 16 |
| Write off's | - | (705) | - | (158) | - | (863) |
| 2 854 2,854 |
2 012 2,012 |
3 661 3,661 |
3 442 3,442 |
6 515 6,515 |
5 454 5,454 |
| - Ongoing projects 14,803 - Other accrued income 1,611 |
12,775 1,260 |
|---|---|
| 16,414 | 14,035 |
The fair value of derivative financial instruments can be analysed as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | |
| - Forward foreign exchange contracts | 245 | 197 | 461 | 353 |
| 245 | 197 | 461 | 353 |
The Group is exposed to foreign exchange risk in sales and purchases in various currencies, primarily with respect to the U.S. Dollar. The financial instruments used to manage this exchange risk are the forward foreign exchange contracts, which are used based on the receipt and payment dates agreed with third parties, in order to fix the exchange rate associated with these transactions. The nature of the hedged risk is the exchange variation registered in transactions denominated in foreign currencies.
The fair value is classified as a non-current asset or liability if the remaining maturity is more than 12 months and as a current asset or liability if the maturity is less than 12 months. In 2011, the derivative financial instruments were classified as current assets and liabilities. Gains and losses arising from fair value variations were recongnised in profit or loss, since the derivative financial instruments were classified as financial assets at fair value through profit or loss.
At 31 December 2011, the Group had forward foreign exchange contracts of EUR Call / USD Put with the notional amount of USD 22,987,750 and forward foreign exchange contracts of EUR Put / USD Call with the notional amount of USD 10,768,500.
The amounts recorded regarding prepayments of contracted services are as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| - Hardware and software maintenance | 318 | 97 |
| - Subcontracts | 1,703 | 1,345 |
| - Rents | 255 | 304 |
| - Software licensing | 1 | 39 |
| - Consulting | 438 | 165 |
| - Other prepayments | 2,521 | 1,884 |
| 5,236 | 3,834 |
In order to ensure the proper balancing of the services provided by third parties, costs and income were deferred and will be recognised in profit or loss in the next period.
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| - Cash | 24 | 7 |
| - Short term bank deposits | 27,133 | 28,081 |
| Cash and cash equivalents | 27,157 | 28,088 |
| - Overdrafts | - | (1,031) |
| 27,157 | 27,057 |
The fair value of 'Cash and cash equivalents' balance approximates its carrying amount.
The carrying amount of this heading represents the maximum exposure to credit risk.
The share capital at 31 December 2011, fully subscribed and paid of 15,700,697 Euros, is represented by 31,401,394 shares with a nominal value of 0.5 Euros each.
| Number of shares (thousands) |
Share capital |
Treasury shares |
Share premium |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2010 | 31,401 | 15,701 | (723) | 49,213 | 64,191 |
| Share capital reduction | - | (5,652) | - | - | (5,652) |
| Share capital increase | - | 5,652 | - | (5,652) | - |
| Treasury shares transferred | - | - | 120 | - | 120 |
| Balance at 31 December 2010 | 31,401 | 15,701 | (603) | 43,560 | 58,658 |
| Treasury shares transferred | - | - | 113 | - | 113 |
| Balance at 31 December 2011 | 31,401 | 15,701 | (490) | 43,560 | 58,771 |
'Treasury shares' heading reflects the number of shares held by the Group at its nominal value.
According to legislation in force, by deliberation of the General Meeting of Shareholders held on 12 April 2007, the purchase of treasury shares by Novabase S.G.P.S. is permitted up to a maximum of 10% of its share capital.
At 31 December 2010, Novabase S.G.P.S. held 1,206,643 treasury shares, representing 3.84% of its share capital.
During 2011, the company transferred 226,116 shares at the average price of 3.26 Euros, being those treasury shares used for the settlement of acquisitions to non-controlling interests, and as bonuses to employees.
At 31 December 2011, Novabase S.G.P.S. held 980,527 treasury shares, representing 3.12% of its share capital.
Issuance share premiums resulted from gains obtained with share capital increases. According to the current legislation, the amounts included under this heading can be used only to increase share capital or to absorb losses carried forward (no need for prior use of other reserves), it can not be used for attribution of dividends or purchase of treasury shares.
At 31 December 2011, one stock options plan is in force (2009-2011 Plan), approved in Shareholders General Meeting of 28 April 2009, which covers only the shareholders of Novabase S.G.P.S..
This stock options plan is based on granting stock options over Novabase ordinary shares, as a performance bonus for participants of the plan.
The stock options granted have as only condition for its acquisition, the permanency of the employee in the dates defined in the plan, and automatically expire whenever the employee stops working in any of the Group companies.
Under the terms of the plan, exercised options are settled through the attribution of treasury shares held by Novabase (net share settlement).
Movements in the number of share options outstanding are as follows:
| 31.12.11 | 31.12.10 | ||||
|---|---|---|---|---|---|
| Average exercise price per share |
Options (thousands) |
Average exercise price per share |
Options (thousands) |
||
| Balance at 1 January Expired |
1,960 - |
4.09 | 1,971 (11) |
||
| Balance at 31 December | 1,960 | 1,960 |
Share options outstanding at the end of the year have the following expiry date and exercise prices:
| E Exercise i |
O ti Options (thousands) (th |
d ) | |
|---|---|---|---|
| Expiry date | price | 31.12.11 | 31.12.10 |
| 2012 | 4.04 | 1,960 | 1,960 |
| 1,960 | 1,960 |
In the statement of comprehensive income, under 'Employee benefit expense' heading, was booked a cost of EUR 331 thousand (2010: EUR 697 thousand) - see note 27.
According to legislation in force, portuguese based companies that integrate Novabase Group are required to transfer at least 5% of annual net profit to legal reserves until this balance reaches 20% of the share capital. This reserve can not be distributed to shareholders, though it may be used to absorb losses carried forward or to increase share capital.
In the annual General Meeting of Shareholders held on 5 May 2011, it was approved the payment to shareholders of an amount of EUR 4,082 thousand, corresponding to 0.13 Euros per share. The payment ocurred in June, 2011.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Payment to shareholders Remuneration of the treasury shares held by the Company |
3,955 127 |
9,662 386 |
| 4,082 | 10,048 |
In 2011, the Group performed operations of acquisitions of financial interests to non-controlling interests, with the following impact (see note 39):
| 31.12.11 | 31.12.10 | ||||||
|---|---|---|---|---|---|---|---|
| Acquisition/ disposal cost |
Equity acquired/ (disposed) |
Acquisition difference |
Acquisition / disposal cost |
Equity acquired/ (disposed) |
Acquisition difference |
||
| (i) | Acquisition of 12.73% in Novabase Infraest. SGPS | 7 | - | 7 | 214 | - | 214 |
| (i) | Acquisition of Digital TV business | - | - | - | (246) | - | (246) |
| (ii) | Acquisition of 10% in Novabase Internat. Solutions | - | - | - | 1,093 | 742 | 351 |
| 7 | - | 7 | 1,061 | 742 | 319 |
(i) In the sequence of the transactions with non-controlling interests occurred in 2008, the acquisition cost was reviewed based on the achievement of goals by the subsidiary.
(ii) Acquisition of 10% in Novabase International Solutions B.V. and, consequently, of the remaining financial holding in Novabase Solutions Middle East FZ-LLC and in Novabase E.A., S.A., and of 5.5% in Celfocus S.A..
In the operations described above, as the financial holdings were acquired to non-controlling interests in which the Group already had control, the Economic Entity Model Method was applied, and the difference between the acquisition cost and the net assets value of the subsidiaries acquired was booked in Equity, in the total amount of EUR 7 thousand.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 5,724 | 5,644 |
| Transactions with non-controlling interests (see note 19) | - | (742) |
| (*) Changes in consolidation universe |
5,500 | 173 |
| Dividends paid by Celfocus to non-controlling interests | (1,800) | - |
| Foreign currency translation differences for foreign operations | 98 | 10 |
| Profit attributable to non-controlling interests | 289 | 639 |
| Balance at 31 December | 9,811 | 5,724 |
(*) In 2011, FCR NB Capital Inovação e Internacionalização was incorporated.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 10,500 | 6,200 |
| Finance lease liabilities | 1,528 | 1,679 |
| 12,028 | 7,879 | |
| Current | ||
| Bank borrowings | 4,053 | 4,272 |
| Finance lease liabilities | 1,226 | 1,061 |
| 5,279 | 5,333 | |
| Total borrowings | 17,307 | 13,212 |
The periods in which the current bank borrowings will be paid are as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| 6 months or less | 2,269 | 3,097 |
| 6 to 12 months | 1,784 | 1,175 |
| 4,053 | 4,272 |
The maturity of non-current bank borrowings is as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Between 1 and 2 years | 3,650 | 2,450 |
| Between 2 and 5 years | 6,775 | 3,600 |
| Over 5 years | 75 | 150 |
| 10,500 | 6,200 | |
| The effective interest rates at the reporting date were as follows: | ||
| 31.12.11 | 31.12.10 | |
| Bank borrowings | 5.359% | 4.299% |
| Bank overdrafts | N/A | 1.568% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 31.12.11 | 31.12.10 | |
| No later than 1 year | 1,672 | 1,526 |
| Between 1 and 5 years | 2,004 | 2,264 |
| 3,676 | 3,790 | |
| Future finance charges on finance leases | (922) | (1,050) |
| Present value of finance lease liabilities | 2,754 | 2,740 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 31.12.11 | 31.12.10 | |
| No later than 1 year | 1,226 | 1,061 |
| Between 1 and 5 years | 1,528 | 1,679 |
| 2,754 | 2,740 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | |||
|---|---|---|---|---|
| Warranties | Claims | and Charges | Total | |
| Balance at 1 January 2010 | 790 | 499 | 956 | 2,245 |
| Additional provisions (note 29) | 178 | - | 425 | 603 |
| Reversals (note 29) | (588) | (15) | (612) | (1,215) |
| Balance at 31 December 2010 | 380 | 484 | 769 | 1,633 |
| Additional provisions (note 29) | 198 | - | 518 | 716 |
| Reversals (note 29) | (177) | (244) | (727) | (1,148) |
| Reclassifications | 500 | - | - | 500 |
| Changes in consolidation universe | - | - | 20 | 20 |
| Balance at 31 December 2011 | 901 | 240 | 580 | 1,721 |
Provisions balance includes the following matters:
Warranties - Liabilities related with third parties subcontracts in the supply of hardware for the TV business, to cover the clients' warranty period. Cash outflows relative to such liabilities occurs in the moment the guarantee is exercised.
Legal claims - Responsibility with indemnities to third parties related with the legal processes in progress. The payment of this liability depends on the conclusion of the referred legal actions (see note 41).
Other risks and charges - Refers mainly to responsabilities with costs to be incurred with possible contractual penalties relative to ongoing projects.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Acquisition of financial interests to related parties (note 39) Acquisition of financial interest in Evolvespace Solutions (notes 6 and 24) |
243 65 |
927 - |
| 308 | 927 |
This heading refers to the non-current balance related to the acquisition of financial holdings to non-controlling interests in which the Group already had control (note 39) and to the non-current portion of the contingent consideration for the acquisition of Evolvespace Solutions (note 6).
The due date of these liabilities is as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Between 1 and 2 years Between 2 and 5 years |
308 - |
683 244 |
| 308 | 927 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Trade payables | 24,939 | 19,122 |
| Remunerations, vacations and vacation subsidy | 8,147 | 8,240 |
| Restructuring costs not yet paid (note 28) | 546 | - |
| Bonus | 7,442 | 10,160 |
| Ongoing projects | 3,727 | 3,008 |
| Value added tax | 7,263 | 6,954 |
| Social security contributions | 2,026 | 1,954 |
| Income tax withholding | 1,590 | 1,391 |
| Employees | 288 | 181 |
| Prepayments from trade receivables | - | 24 |
| Acquisition of financial interests to related parties (note 39) | 714 | 683 |
| Acquisition of financial interest in Evolvespace Solutions (notes 6 and 23) | 86 | - |
| Other accrued expenses | 4,027 | 4,524 |
| Other payables | 140 | 860 |
| 60,935 | 57,101 |
The fair value of 'Trade and other payables' balance approximates its carrying amount.
The maturity of these liabilities is as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| No later than 1 year | 60,935 | 57,101 |
| 60,935 | 57,101 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Research and development subsidies | 4 508 | 2 974 |
| Consulting projects | 18 161 | 19 833 |
| 22,669 | 22,807 |
At 31 December 2011, the Group expect to comply with the relevant conditions to receive the following financial incentives for research and development:
| Contracted Acum. received | ||
|---|---|---|
| amount | amount | |
| Subsidies: | ||
| - NSRF - Incentive Scheme for Research and Technological Development (R&D) | 3 175 | 1 442 |
| - Other subsidies | 2 423 | 972 |
| 5,598 | 2,414 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Subcontracts | 25,445 | 23,310 |
| Supplies and services | ||
| Commissions and consultancy fees | 7,765 | 9,554 |
| Transportation, travel and accommodation expenses | 6,600 | 6,834 |
| Rents | 3,742 | 2,776 |
| Specialized services | 2,972 | 1,862 |
| Freight | 447 | 1,002 |
| Advertising and promotion | 1,289 | 1,715 |
| Water, electricity and fuel | 1,048 | 973 |
| Communications | 904 | 824 |
| Insurance | 425 | 447 |
| Utensils, office supplies and technical documentation | 217 | 221 |
| Other supplies and services | 866 | 860 |
| 26,275 | 27,068 | |
| 51,720 | 50,378 |
| 31 12 11 31.12.11 |
31 12 10 31.12.10 |
|
|---|---|---|
| Board members remuneration | 4,775 | 8,057 |
| Salaries and wages | 58,909 | 55,613 |
| Social security charges | 10,420 | 9,330 |
| Stock options granted (note 18) | 331 | 697 |
| Other personnel expenses | 1,775 | 1,910 |
| 76,210 | 75,607 |
Average number of personnel, by business unit, is detailed as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Business Solutions (*) | 1,335 | 1,263 |
| IMS (*) | 345 | 291 |
| Digital TV | 283 | 306 |
| Venture Capital | 47 | 43 |
| Novabase Shared Services | 99 | 100 |
| 2,109 | 2,003 |
(*) The comparatives have been restated, considering the new internal reporting organization (note 5).
In the end of 2011, Novabase conducted a restructuring process with the objective of improving its competitiveness, by decreasing the average production cost. As a result, restructuring costs relating to indemnities to employees, in the amount of EUR 3,496 thousand (2010: null) were recognised, from which EUR 546 thousand are still to be settled at the reporting date (see note 24).
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables (note 13) | (998) | 1,017 |
| Impairment and impairment reversal of inventories (note 11) | 282 | (116) |
| Warranties provision (note 22) | (21) | 410 |
| Legal claims provision (note 22) | 244 | 15 |
| Provisions for other risks and charges (note 22) | 209 | 187 |
| Operating subsidies | 122 | 569 |
| Other operating income and expense | (381) | (135) |
| (543) | 1,947 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Property, plant and equipment (note 7): | ||
| Buildings and other constructions | 402 | 523 |
| Basic equipment | 1,659 | 1,475 |
| Transport equipment | 1,287 | 1,097 |
| Tools and utensils | 16 | 7 |
| Furniture, fittings and equipment | 178 | 188 |
| Other tangible assets | 1 | 1 |
| 3,543 | 3,291 | |
| Intangible assets (note 8): | ||
| Internally generated intangible assets | 414 | 266 |
| Industrial property and other rights | 2,168 | 1,921 |
| 2,582 | 2,187 | |
| 6,125 | 5,478 | |
| 31 12 11 31.12.11 | 31 12 10 31.12.10 | |
|---|---|---|
| Interest received | 562 | 197 |
| Positive exchange differences | 3,198 | 4,975 |
| Other financial gains | 10 | 84 |
| 3,770 | 5,256 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (478) | (212) |
| - Finance lease liabilities | (555) | (533) |
| - Other interest | (61) | (154) |
| Bank guarantees charges | (131) | (116) |
| Bank services | (169) | (152) |
| Negative exchange differences | (3,231) | (4,189) |
| Other financial costs | (1) | (15) |
| (4,626) | (5,371) |
| Profit / (Loss) | |||
|---|---|---|---|
| 31.12.11 | 31.12.10 | ||
| Fundo Capital Risco NB Capital (note 9) | (571) | (249) | |
| Novabase Atlântico, SI, S.A. (note 9) | (74) | (6) | |
| (645) | (255) |
Novabase and its subsidiaries with head offices in Portugal are subject to Corporate Income Tax at the nominal rate of 25%, which can be increased by a Municipal Surcharge up to a maximum rate of 1.5% of taxable income, resulting in a total tax rate of 26.5%. Additionally, taxable income exceeding EUR 2,000 thousand is subject to a State Surcharge at the rate of 2.5%.
Since 1 January 2009, Novabase is being taxed in Corporate Income Tax under the Special Taxation Regime for Groups of Companies (Group taxation relief). For taxation purposes, this group includes companies detained in 90% or more by Novabase S.G.P.S. which comply with the further requirements under article 69º and following of the Corporate Income Tax Code.
This heading is analysed as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Current tax Deferred tax on temporary differences (note 10) |
3,101 (2,217) |
3,877 (1,249) |
| 884 | 2,628 |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Profit before income tax | 3,121 | 16,320 |
| Income tax expense at nominal rate (25%) | 780 | 4,080 |
| Tax benefit on the net creation of employment for young and long term unemployed people Tax benefit on the net creation of employment for young and long term unemployed people |
(467) (467) |
(522) |
| Provisions and amortisations not considered for tax purposes | 207 | 155 |
| Recognition of tax on the events of previous years | 11 | 12 |
| Associates' results reported net of tax | 161 | 64 |
| Autonomous taxation | 342 | 2,228 |
| Losses in companies where no deferred tax is recognised | (277) | (221) |
| Expenses not deductible for tax purposes | (21) | 124 |
| Differential tax rate on companies located abroad | 30 | (7) |
| Research & Development tax benefit | (385) | (3,886) |
| Municipal surcharge and State surcharge | 94 | 297 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 420 | 325 |
| Other | (11) | (21) |
| Income tax expense | 884 | 2,628 |
Basic earnings per share is calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares (note 18).
Diluted earnings per share is calculated by adjusting the average weighted number of ordinary shares outsanding to assume the conversion of all dilutive potential ordinary shares. Novabase has just one type of dilutive potential ordinary shares: stock options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of all the stock options.
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,376,083 | 30,138,589 |
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 30,376,083 | 30,138,589 |
| Profit attributable to owners of the parent | 2,651 | 13,053 |
| Basic earnings per share (Euros per share) | 0.09 Euros | 0.43 Euros |
| Diluted earnings per share (Euros per share) | 0.09 Euros | 0.43 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,948 | 13,053 |
| Basic earnings per share (Euros per share) | 0.06 Euros | 0.43 Euros |
| Diluted earnings per share (Euros per share) | 0.06 Euros | 0.43 Euros |
| Profit from discontinued operations attributable to owners of the parent | 703 | - |
| Basic earnings per share (Euros per share) | 0.02 Euros | - |
| Diluted earnings per share (Euros per share) | 0.02 Euros | - |
The amounts paid in 2011 and 2010, reached EUR 4,082 thousand (0.13 Euros per share) and EUR 15,700 thousand (0.5 Euros per share, from which 0.32 Euros per share corresponds to dividends and 0.18 Euros per share to the amounts freed as result of the share capital reduction), respectively. These amounts differ from the ones shown in the consolidated statement of cash flows due to the remuneration of the treasury shares held by the Company, that remained in Novabase. In respect to the year 2011, the Board of Directors will propose to the Annual General Meeting of Shareholders of 2012, the payment of 0.03 Euros per share, that is, a total amount of EUR 942 thousand. These financial statements do not reflect this dividend payable.
The financial commitments not included in the consolidated statement of financial position related with bank guarantees provided to third parties for ongoing projects, are detailed as follows:
| Bank | 31.12.11 | 31.12.10 | |
|---|---|---|---|
| Novabase S.G.P.S., S.A. | BPI | 1,546 | 1,499 |
| Novabase E.A., S.A. | BES | 17 | 60 |
| Novabase Business Solutions, S.A. | BPI | 535 | 966 |
| Novabase Business Solutions, S.A. | BES | 4,473 | 5,002 |
| NBO Recursos em TI, S.A. | BPI | - | 10 |
| Novabase Serviços, S.A. | BPI | - | 12 |
| Novabase Serviços, S.A. | BES | 390 | 390 |
| CelFocus, S.A. | BES | 406 | 465 |
| COLLAB – Sol. I. Com. e Colab., S.A. | BES | 50 | 229 |
| Octal - Engenharia de Sistemas, S.A. | BCP | 472 | 472 |
| Octal - Engenharia de Sistemas, S.A. | BES | 404 | 513 |
| Novabase IMS Infr. & Manag. Services, S.A. | BES | 6,117 | 5,727 |
| Novabase IMS Infr. & Manag. Services, S.A. | BCP | 287 | 278 |
| Novabase IMS Infr. & Manag. Services, S.A. | BPI | 330 | 330 |
| Novabase Infr. Integracion S. Inf., S.A. | BESSA | - | 34 |
| Novabase Digital TV E.S. Tel. Inter., S.A. | BCP | 237 | 237 |
| Novabase Digital TV E.S. Tel. Inter., S.A. | BES | 230 | 183 |
| Novabase Consulting Espanha, S.A. | BESSA | 27 | 68 |
| 15,521 | 16,475 |
Novabase Capital has an option to acquire all the units held by IAPMEI in Fundo Capital de Risco NB Capital, and may exercise this option at any time after 31 December 2008, under the conditions set in Article 21 of Fund by law.
Due to the sale and purchase promise-agreement concluded with Electricidade dos Açores (EDA), and the conditions in shareholders agreement between EDA and Novabase, this company has an option to buy the shareholding held by Novabase in the end of the period of the outsourcing rendered services contract between Novabase and EDA, by the value of the equity of Novabase Atlântico.
Fundo Capital de Risco NB Capital has the following put options until June, 2015:
FCR NB Capital Inovação e Internacionalização as an option to sell Powergrid to its promoter, in the case of dissolution of the Fund, by the price determined by an independent Chartered Accountant.
In 2011, the Group had the following grouped credit lines contracted:
| Group of companies | Plafond |
|---|---|
| Novabase IMS; Novabase Digital TV | 2.5 M USD |
| Novabase S.G.P.S.; Novabase Digital TV | 3.0 M USD |
There are commitments resulting from operating leases. At 31 December 2011, these obligations refers mainly to the leases of 'Edifício Caribe', the Company's headquarter (whose contract was amended in 2011), and of the new facilities of the logistics unit. The minimum lease payments under these operating lease liabilities amounts to EUR 10,541 thousand (2010: EUR 4,533 thousand).
With reference to the Board of Directors' Report, the detail and description of Net Cash is analysed as follows:
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Cash (note 17) | 24 | 7 |
| Short term bank deposits (note 17) | 27,133 | 28,081 |
| Treasury shares held by the Company (*) | 2,049 | 3,499 |
| Non-current bank borrowings (note 21) | (10,500) | (6,200) |
| Current bank borrowings (note 21) | (4,053) | (4,272) |
| 14,653 | 21,115 |
(*) The share price in the Stock Exchange in the last tradable day of 2011 was 2.09 Euros (2010: 2.90 Euros).
F ti l t d t id b idi i i t h h ld ith t i fl d k l t i th For reporting purposes, related-party consider subsidiaries, associates, shareholders with management influence and key elements in the Group management.
The transactions with related parties below identified were performed at arm's length, and are detailed as follows:
i) Key management compensation
| 31.12.11 | 31.12.10 | ||
|---|---|---|---|
| Salaries and other short-term employee benefits | 4,775 | 8,057 | |
| Stock options granted (note 27) | 331 | 697 | |
| 5,106 | 8,754 | ||
| ii) | Acquisition of financial interests to related parties (note 19) | ||
| 31.12.11 | 31.12.10 | ||
| Acquisitions to former shareholders of Novabase Infraestruturas, SGPS | 7 | 214 | |
| Acquisitions to former shareholders of Novabase Digital TV, S.A. | - | (246) | |
| Acquisitions to former shareholders of Novabase International Solutions B.V. | - | 1,093 | |
| 7 | 1,061 |
iii) Balances arising from acquisitions of financial interests to related parties (former shareholders)
| Non-current (note 23) | Current (note 24) | Total | ||||
|---|---|---|---|---|---|---|
| 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | 31.12.11 | 31.12.10 | |
| Novabase Consulting SGPS | - | 306 | 306 | 307 | 306 | 613 |
| Novabase A.C.D. | 78 | 157 | 109 | 78 | 187 | 235 |
| SAF | 32 | 65 | 33 | 32 | 65 | 97 |
| Novabase International Solutions B.V. | 133 | 399 | 266 | 266 | 399 | 665 |
| 243 | 927 | 714 | 683 | 957 | 1,610 |
| 31.12.11 | 31.12.10 | |
|---|---|---|
| Loan to Forward (associate of Fundo Capital de Risco NB Capital) | - | 22 |
| Loan to Novabase Atlântico, SI, S.A. (associate) | 550 | 450 |
| Loans to other shareholders | 47 | 22 |
| Receivables from related parties (note 13) | 597 | 494 |
In 14 March 2008, by decision of the Board of Directors, the Group has decided to initiate the legal procedures to the discontinuation of the activity in the 'Mobility Solutions' business. A provision of EUR 8.8 Million was booked in that year, for the closure of this area. In the last quarter of 2011, the company was dissolved, but as there are still legal processes pending resolution, it was booked an accrued expense with lawyers in the amount of EUR 320 thousand. The execution of the closure plan has been carried out below the limits of this provision, therefore it was made a reversal of the provision in the amount of EUR 1,120 thousand.
Additionally, it was recognised a cost of EUR 417 thousand related to the outcome of the tax execution procedure against Novabase Brasil, discontinued in 2004.
The assets and liabilities for discontinued operations are detailed as follows:
| 31.12.11 | |||
|---|---|---|---|
| Brasil | Mobile | Mobile | |
| Assets | |||
| Total Non-Current Assets | - | - | - |
| Trade receivables | - | - | 1 |
| Other receivables, accrued income and other current assets | - | - | 48 |
| Total Current Assets | - | - | 49 |
| Assets for discontinued operations | - | - | 49 |
| Liabilities | |||
| Total Non-Current Liabilities | - | - | - |
| Provisions | 25 | - | - |
| Trade and other payables | - | 320 | 745 |
| Total Current Liabilities | 25 | 320 | 745 |
| Liabilities for discontinued operations | 25 | 320 | 745 |
At 31 December 2011, the Group was part intervenient in the following legal processes:
Court procedure brought against Novabase S.G.P.S. and Novabase Capital, under which the plaintiff claims the payment of EUR 905 thousand, plus interests accrued until full payment, as well as the payment of the damages it suffered in a value yet to be established within the procedure. Final ruling has been issued by the Court which was totally in favour of the defendants. The Plaintiff has filed an appeal on the decision. The procedure awaits decision on this appeal.
A former employee of Gedotecome has brought forward a claim in the Lisbon Labour Court against Novabase S.G.P.S., Octal, Novabase Serviços and Gedotecome, under which the plaintiff claims the existence of an employment contract with Gedotecome and request the payment of compensation by seniority and the payment of wage credits accrued and to be accrued. Novabase S.G.P.S. and its directly holded subsidiaries were called by the plaintiff as solitarily responsible for the payments due by Gedotecome, in case she fails to comply with any court orders against her. It was claimed the illegitimacy of the companies with no direct relation with the employee. The total amount of potential liability under this action is of EUR 154 thousand, added of (i) interests accrued and to be accrued until full payment, (ii) the payment of the salaries accrued and to be accrued until the Courts decision (res judicata) and (iii) readmission of the employee or the payment of a compensation to be determined by the Judge (between 15 and 45 days of salary for each year of seniority). In the final hearing, the Parties entered into a plea agreement: Gedotecome paid the Plaintiff an amount of EURO 50 Thousand and the plaintiff dropped the claim against all other Defendants.
Celfocus has been served with a claim brought forward by the Instituto de Gestão Financeira da Segurança Social regarding the alleged absence of payment of social security contributions in the amount of EUR 61 thousand. The company has filed opposition regarding the allegations demonstrating compliance with applicable laws, payment of all amounts due and providing documents to that respect. The amount allegedly missing was reassessed almost in total. Celfocus paid the amount of 100 Euros and situation towards Social Security was normalized.
NBO has been served with two claims brought forward by the Instituto de Gestão Financeira da Segurança Social regarding the alleged absence of payment of social security contributions in the amount of EUR 85 thousand and EUR 438 thousand. The company has filed opposition regarding the allegations demonstrating compliance with applicable laws, payment of all amounts due and providing documents to that respect, as well as the prescription of amounts allegedly owed. The procedures awaits decision by the competent organism.
In accordance with article 508-F of the Portuguese Commercial Companies Code, we hereby inform of the following:
In order to ensure shareholding stability for the next triennium, a shareholders' agreement (hereafter designated as Shareholders' Agreement) was signed in 30 January 2012 by the shareholders Luís Paulo Cardoso Salvado, João Nuno da Silva Bento, Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro Marques de Carvalho and Álvaro José da Silva Ferreira (hereafter designated as Signatories), regarding 10,488,066 shares of Novabase, Sociedade Gestora de Participações Sociais, S.A. held by these Signatories, corresponding to 33.40% of the voting rights of the aforementioned company. The Shareholders' Agreement will immediately come into force and will remain valid until 30 April 2015, and shall replace the former shareholders' agreement signed between the Signatories.
The Cabinet resolution of 16 February 2012 decided to authorize the Minister of Science and Education to incur an expense related to acquisition of goods and the corresponding compensation payable to Novabase for unilateral cancellation of the contract for acquiring the services and goods necessary for the infrastructure of the Electronic School Card system for public schools grades 5 to 9 of the basic and secondary education system. The total maximum amount shall be 4,500,000 Euros.
These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
(Page left intentionally blank)
À
Audit Committee
Dear Shareholders,
Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code and nº of Article 508-D of the same code, we now present a brief summary of our supervisory activities, together with our opinion on the Annual Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the year ending 31 December 2011.
Over the course of the period ended December 31, 2011, the Audit Committee held 10 formal meetings and several informal meetings to supervise the following:
Audit Committee
.
Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Statutory Auditors Report of the Limited Review Report which deserved our agreement, it is our opinion that:
Lisbon, 3rd April 2012
Luis Mira Amaral (Chairman)
Manuel Alves Monteiro (Member)
João Luís Duque (Member)
(Page left intentionally blank)
| Share Capital | Total Number of Shares |
Number of shares held by Board Members at 31.12.10 |
Transactions | Number of shares held by Board Members at 31.12.11 |
% of shares held by Board Members at 31.12.11 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 11,338,168 | 458,643 | 11,796,811 | 37.6% |
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 0 | 2,514,947 | 8.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 0 | 2,170,679 | 6.9% | ||
| Luís Paulo Cardoso Salvado | 1,918,040 | 100,007 | 2,018,047 | 6.4% | ||
| João Nuno da Silva Bento | 1,799,793 | 100,006 | 1,899,799 | 6.1% | ||
| Rogério dos Santos Carapuça | 1,884,787 | 0 | 1,884,787 | 6.0% | ||
| Álvaro José da Silva Ferreira | 953,100 | 236,323 | 1,189,423 | 3.8% | ||
| Nuno Carlos dos Santos Fórneas | 81,017 | 22,307 | 103,324 | 0.3% | ||
| Manuel Fernando Macedo Alves Monteiro | 9,000 | 0 | 9,000 | 0.0% | ||
| Luís Fernando de Mira Amaral | 6,305 | 0 | 6,305 | 0.0% | ||
| João Luís Correia Duque | 500 | 0 | 500 | 0.0% | ||
| NBASIT - Sist. Inf. e Telecomunicações, S.A. | 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| Francisco Paulo Figueiredo Morais Antunes | 200 | 0 | 200 | 0.2% | ||
| Luís Paulo Cardoso Salvado | 200 | 0 | 200 | 0.2% | ||
| CelFocus, S.A. | 100,000 € | 100,000 | 3 | 0 | 2 | 0.0% |
| Paulo Jorge Barros Pires Trigo | 1 | 0 | 1 | 0.0% | ||
| Francisco Manuel Martins Pereira do Valle (*) | 1 | 0 | N/A | - | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| COLLAB – Sol. I. Com. e Colab., S.A. | 61,333 € | 61,333 | 3,750 | 0 | 3,750 | 6.1% |
| Pedro Cabrita Quintas | 3,750 | 0 | 3,750 | 6.1% | ||
| Forward, S.A. | 250,000 € | 250,000 | 200,000 | 0 | 100,000 | 40.0% |
| Bernardo Gomes Pinto (*) | 50,000 | 0 | N/A | - | ||
| Carlos Costa Brito (*) | 50,000 | 0 | N/A | - | ||
| Miguel Leite Fragoso | 50,000 | 0 | 50,000 | 20.0% | ||
| Nuno Baião dos Santos | 50,000 | 0 | 50,000 | 20.0% | ||
| Manchete, S.A. | 150,000 € | 150,000 | 37,501 | 0 | 37,501 | 25.0% |
| Mª de Fátima da Silva Rebelo | 37,501 | 0 | 37,501 | 25.0% | ||
| FeedZai, S.A. | 73,500 € | 7,350,000 | 0 | 5,359,615 | 5,359,615 | 72.9% |
| Nuno Jorge da Cruz Sebastião | 0 | 1,700,000 | 1,700,000 | 23.1% | ||
| Paulo Jorge Pimenta Marques | 0 | 1,700,000 | 1,700,000 | 23.1% | ||
| Pedro Gustavo Santos Rodrigues Bizarro | 0 | 1,700,000 | 1,700,000 | 23.1% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 0 | 259,615 | 259,615 | 3.5% | ||
| PowerGrid, Lda | 450,000 € | 450,000 | 0 | 50,000 | 50,000 | 11.1% |
| Nelson David Ferreira Teodoro | 0 | 50,000 | 50,000 | 11.1% |
(*) Ceases to belong to the Corporate Boards.
(Page left intentionally blank)
NOVABASE S.G.P.S., S.A.
(Page left intentionally blank)
Under the terms of sub-paragraph c) paragraph 1 of article 245 of the Portuguese Securities Code, the undersigned, as members of the Board of Directors of Novabase S.G.P.S., S.A., below identified declare that to the best of their knowledge:
(i) the information contained in the management report, the annual accounts, the Auditors' Report and all other accounting documentation required by law or regulation, regarding the year ended 31 December 2011, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and
(ii) the management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.
Lisbon, March 29, 2012
Rogério dos Santos Carapuça (Non-Executive Member, Chairman of the Board of Directors)
(Executive Member, Chairman of the Executive Committee - CEO) Luís Paulo Cardoso Salvado
José Afonso Oom Ferreira de Sousa (Non-Executive Member)
Pedro Miguel Quinteiro Marques de Carvalho (Non-Executive Member)
João Nuno da Silva Bento (Executive Member, Member of the Executive Committee)
Álvaro José da Silva Ferreira (Executive Member, Member of the Executive Committee)
Nuno Carlos Dias dos Santos Fórneas (Executive Member, Member of the Executive Committee)
(Executive Member, Member of the Executive Committee - CFO) Francisco Paulo Figueiredo Morais Antunes
Joaquim Manuel Jordão Sérvulo Rodrigues (Non-Executive Member)
Luís Fernando de Mira Amaral (Non-Executive Member, Independent, Chairman of the Audit Committee)
(Non-Executive Member, Independent, Member of the Audit Committee) Manuel Fernando Macedo Alves Monteiro
João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee)
www.novabase.pt Av. D. João II, Lote 1.03.2.3, Parque das Nações 1998-031 Lisboa, Portugal T. +351 213 836 300 F. +351 213 836 301
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.