Annual Report • Mar 27, 2018
Annual Report
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José Lourenço Abreu Teixeira – Chairman Manuel Fernando Monteiro da Silva – Vice Chairman Maria Olívia Almeida Madureira – Secretary Jorge Manuel Coutinho Franco da Quinta - Secretary
José Reis da Silva Ramos – Chairman Maria Angelina Martins Caetano Ramos – Member Salvador Acácio Martins Caetano – Member Miguel Pedro Caetano Ramos – Member Nobuaki Fujii - Member Matthew Peter Harrison -Member Rui Manuel Machado de Noronha Mendes – Member
José Domingos da Silva Fernandes - Chairman Alberto Luis Lema Mandim – Member Daniel Broekhuizen – Member Maria Lívia Fernandes Alves – Deputy Member
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Represented by José Pereira Alves or by José Miguel Dantas Maio Marques António Joaquim Brochado Correia - Deputy Member
In 2017, Toyota Caetano Portugal celebrated the 49th anniversary of the establishment of the Salvador Caetano Group as a representative of the brand in Portugal. Despite all the challenges we faced during this journey, Toyota came to stay and it really did stay. We are almost half a century old, but we know that our journey still holds many challenges, new ways of doing business, new mobility solutions. A clean mobility wanted by people in Portugal, in Europe and all around the World.
During this year, it was clear that the automotive sector must redirect its strategy toward clean mobility solutions. Emission standards in Europe are promoting an increased production of alternative fuel vehicles, including hybrid, plug-in hybrid, electric and fuel cell versions, most of which Toyota and Lexus have pioneered. Faced with this scenario, both brands promise that from 2050 onward, they will only produce zero-emission models.
But this promise is also increasingly accompanied by the creation of close relationships with customers, following new trends and consumption profiles, which requires real-time services as well as creativity to differentiate our offer. To do so, we are already using new digital channels that add value to our operations. I believe that, more and more, we will overcome expectations and dazzle our Customers. With our technology and the engagement of our professionals, we will put more and more smiles on the faces of Toyota and Lexus customers.
For Toyota Caetano Portugal, going digital is not all about technical ability and engineering. Going digital is a matter of attitude, so we need to attract, develop and retain new professionals with technical and transversal skills associated with the technologies of the future and aligned with the expectations of customers.
This year was also marked by a relatively stable political and socio-economic context, which is essential to allow Portugal and its Companies to develop their work in a balanced way, increasing their competitiveness in both domestic and international markets. However, it is more and more important that the Portuguese Government allows the automotive sector to grow, without raising the tax burden and adjusting taxation and incentives for the purchase of clean vehicles.
Regarding Toyota Caetano Portugal's commercial activity, we saw a 5.4% increase in sales in 2017 compared to 2016, with the market share reaching 4%. I would also like to emphasize the fact that we remain a benchmark player in industrial vehicles, whose activity has a market share of around 25%, with 1,024 vehicles sold this year. This result is mainly due to the commitment and dedication of a team that is engaged with the brand's objectives.
Regarding our industrial activity, in 2017 we manufactured 1,913 units of the Toyota Land Cruiser 70, a model manufactured at our Ovar Manufacturing Unit. That year, this manufacturing unit was also chosen to kick off Toyota's unique project "Five Continents Drive", a global test programme for Toyota vehicles. In 2017, the 'European adventure' began at the place chosen by Toyota to install its first manufacturing unit in Europe 46 years ago. I also highlight the fact that this manufacturing unit was honoured by the Toyota Motor Corporation with the 2017 President Awards.
A distinction that recognizes our persistence, resilience, and the work we have been doing throughout our lifetime, overcoming the many challenges and revealing the true "Kodawari" spirit – never give up.
These figures show Toyota Caetano Portugal's ability to assertively address the challenges it is faced with, turning them into opportunities to create added value. These results are only possible thanks to our People, who, with passion and commitment to the development of new solutions, demonstrate their huge capacity to do more and better, always.
For the new year, I reaffirm our commitment to never give up and maintain our focus on quality, the implementation of Kaizen and the development of the key abilities for our activity, safeguarding the relationships of trust we have built with our Partners, Employees and Customers over the years.
José Ramos (Chairman & CEO Toyota Caetano Portugal)
According to the provisions of Article 245(1)(a) of the Securities Code, we have prepared the management report and the profit application proposal presented below, as well as the corresponding Notes, in compliance with the provisions of article 447 of the Commercial Companies Code. For each of the Companies included in Toyota Caetano Portugal's scope of consolidation, a list of the main events that occurred during the period under review and their impact on the financial statements will be presented.
In 2017, the Ovar Manufacturing Unit manufactured, as part of its main activity, a total of 1,913 units of the Land Cruiser 70. This was higher than the estimated budget and confirms the growth trend of the last 2 years.
During the second half of the year, a Takt-time change and product changes (Minor Changes) were carried out.
In the PPO/PDI activity, 3,469 vehicles were transformed/prepared, a result that is slightly lower than that achieved in the same period of the previous year.
| Production | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Toyota Physical Units | 1,913 | 1,823 | 1,629 | 1,664 | 1,111 |
| Transformed/Prepared Physical Units | 3,469 | 3,773 | 4,353 | 3,271 | 2,339 |
| Total Employees | 177 | 186 | 206 | 170 | 181 |
In 2017, the Manufacturing Unit achieved a positive overall result. We maintained our orientation towards Quality, Customer Satisfaction and Continuous Improvement, without failing to implement a rigorous and demanding Cost Reduction Plan, in which it was necessary to adjust the organizational structure to the needs of the moment and to focus on the reduction of operating costs.
It should be noted that the Ovar Manufacturing Unit was distinguished by Mr. Akio Toyoda (President of TMC) for its ability to embody the true "Kodawari" spirit, i.e, to never give up.
We also highlight the following events occurred during the year under review:
– New time bank agreement signed between the Employees and the Company, making labour more flexible in order to meet market needs and fluctuations;
– Audit conducted by APCER in the scope of the ISO 14001 Environmental Management System and ISO 9001 Quality Management System (both follow-ups);
– Toyota Motor Europe's Audit to our Environmental Management System;
– 5th Facilities Assessment and 1st Risk Assessment, carried out by Toyota Motor Europe;
– Five Continents Drive event, promoted by Toyota Motor Europe;
– Open Day in partnership with AIDA (Industrial Association of the District of Aveiro);
– Also worth mentioning is the introduction of a new logistics system for CKD sending/receiving using returnable racks.
For 2018, an increase in the production volume (2,488 vehicles) is expected. Together with no prospects of any minor changes to any products, this increase will allow us to achieve a greater flow/normalization in production, with the consequent positive impacts on the rationalization of costs and on profit.
The light vehicle market showed a new growth trend in 2017, with an 8% increase over 2016 and a total of 260,653 vehicles sold.
Passenger vehicles and light commercial vehicles showed a positive trend when compared to the same period of the previous year, with a positive variation of 7% and 10%, respectively.
Source: ACAP (Portuguese Automobile Trade Association)
We should point out, as explanatory factors for the market's performance:
In 2017, Toyota sold a total of 10,397 vehicles, which represents an increase of more than 5% when compared to the previous year.
Toyota's performance was different, depending on whether we are talking about Light Passenger Vehicles or Light Commercial Vehicles:
Toyota Evolution: 2017 vs 2016
(1) In Light Passenger Vehicles,Toyota grew by around 2%, reaching a market share of 3.8%. This performance seems somewhat restrained, resulting from a lower brand presence in the segment of car rental sales, which showed a strong growth. It is worth noting the substantial increase in the sales of hybrid vehicles (+74% compared to 2016), also boosted by the new C-HR model that completed the first year of sales and is part of one of the fastest-growing segments – Crossovers.
(2) In Light Commercial Vehicles, Toyota shows a quite strong growth of about 27%, with a market share of 4.8% (+0.6 p.p. compared to 2016). This recovery is associated with the good performance of the Hilux and Proace models, recently launched in the market.
We should highlight the strong competitive pressure felt in B (utility) and C (small family) segments – aggressive promotional campaigns throughout the entire year – a pressure that we cannot always or should not align with, otherwise we will sacrifice our overall profitability beyond advisable.
For 2018, the overall priorities and goals set include:
– Capitalizing on the most representative models in terms of sales – Yaris, Auris and C-HR – based on the launch of special series;
– Continue focusing on the image and value of the Brand, which will celebrate 50 Years from the date of the agreement for Exclusive Distribution in Portugal.
– Enhancing our focus on the sale of hybrid vehicles.
– Enhancing the commercial vehicle range, recently renewed with the New Generations of the Proace and Hilux models.
The Premium Market also showed a positive development compared to the previous year, with a 4% growth, and a total of 51,786 vehicles sold. The Premium Market represents nearly 23% of the total passenger vehicle market.
Source: ACAP (Portuguese Automobile Trade Association)
In a complex competitive environment, with a strong commercial aggressiveness between competitors in the C-Premium and D-Premium segments, the Lexus brand continues its upward trend, showing a remarkable 22% increase. In 2017, Lexus registered 453 new licence plates, all of them with hybrid technology, which corresponds to a 0.9% share of the premium market (+0.2 p.p.).
The performance of the best-selling model, the sports sedan IS, renewed at the beginning of the year, was decisive for the increase in Lexus sales in 2017.
For 2018, the overall goals set include:
– Strengthening the brand's innovative position, leveraged by a broad and exclusive offer of hybrid vehicles with advanced design;
– Launching of new products: the new NX 300h and a new version of the RX 450h SUV;
– Capitalizing on the most representative models in terms of sales - CT 200h, IS 300h and NX 300h;
– Expanding the dealership network, which will have new points of sale and assistance.
In 2017, we should, once again highlight the performance of the Toyota and Lexus hybrid models, which showed a 67% growth compared to 2016. Hybrid vehicles accounted for 47.3% (+18.4 p.p. compared to 2016) of Toyota and Lexus light passenger vehicle sales.
This performance was due to a broad and renewed offer of hybrid vehicles, corresponding to a total of 16 models – 8 Toyota and 8 Lexus – and to the focus on the dissemination and promotion of the benefits of hybrid technology.
Source: ACAP (Portuguese Automobile Trade Association)
For 2018 we expect the sale of hybrid vehicles to keep growing at a substantially higher rate than that of the market.
Given the current economic environment and considering the latest forecasts of the Bank of Portugal, 2018 will continue to show a growth profile.
All macroeconomic indicators are expected to show a positive development compared to 2017.
In view of this scenario, the Market forecast for 2018 suggest a 1% growth compared to the previous year, corresponding to approximately 263,000 vehicles sold:
In view of the conditions described, the goal for 2018 is to sell 11,500 Toyota and Lexus vehicles, a figure that would correspond to a 6% increase compared to 2017 and amount to a 4.4% market share.
In 2017, the overall turnover of the After Sales Division amounted to 37 million euros, which represents a 8.5% increase compared to the previous year.
In a little more detail, we can say that the commercial activity of auto parts (genuine & national incorporation), which excludes accessories, warranties and services, amounted to 27.6 million euros. This figure represents a 6.1% increase compared to 2016.
In turn, turnover in accessories (which includes merchandising) amounted to 3.3 million euros in 2017. These sales were 11% higher than the figures achieved in the previous year, and also translate into growth in the incorporation per new vehicle sold.
This strategy is intended to meet all the customer's needs and provide excellent service. Positive results indicate that we are on the right track.
In this regard, we highlight some of the actions carried out:
Obviously, many other actions were carried out during 2017, reaching the good results mentioned above.
| MARKET | TOYOTA + BT SALES | |||||||
|---|---|---|---|---|---|---|---|---|
| Variation | $^{\prime}16$ | '17 | Variation | |||||
| $^{\prime}16$ | '17 | $\%$ | QTY | Share | QTY | Share | $\%$ | |
| Counterbalanced Forklift Trucks | 1389 | 1634 | 18% | 280 | 20.2% | 329 | 20,1% | 17,5% |
| Warehouse Equipment | 1744 | 2434 | 40% | 333 | 19.1% | 695 | 28.6% | 108.7% |
| TOTAL MMC | 3133 | 4068 | 30% | 613 | 19.6% | 1024 | 25,2% | 67.0% |
First of all, it is important to note that the statistical source has changed. Until 2016 we used data from ACAP (machines delivered to customers). Due to legal requirements, the disclosure of these statistics is currently suspended.
Thus, the data in the table above refer to WITS statistics at European level, which disclose the number of orders placed at manufacturing plants.
The Cargo Handling Machine market showed a 30% growth in 2017.
Regarding Toyota, 1,024 orders were placed in 2017, which represents a 25.2% market share in a total market of 4,068 vehicles.
Regarding the Counterbalanced Forklift Trucks segment, there was a 17.5% increase compared to the same period of the previous year, placing our market share at 20.1%.
In the Warehouse Equipment segment, there was a 108.7% increase, placing our market share at 28.6%. This increase is explained by the fact that, in March 2017, a large fleet deal, of approximately 300 vehicles was closed by Toyota, which influenced both the market and our market share.
Considering the current political situation, as well as the future prospects for economic growth, market growth is expected to continue in 2018, but at a more moderate pace.
Regarding Toyota's performance, a challenging year is expected, as the aggressiveness of competing brands has been significantly growing.
However, we aim to differentiate ourselves from competitors by maintaining a good assistance service and innovative offers, so that we can attract new customers and thus maintain and consolidate market leadership.
In light of the above, prospects for 2018 are quite bright, as the estimated growth of the automotive market will certainly, at least in 2018, produce results as positive as those obtained in this financial year.
The economy in Cape Verde is expected to grow at around 4% at the end of 2017. Although the unemployment rate has reached 15% and absolute poverty is at 34%, the economy in Cape Verde is in a process of recovery. In terms of inflation, it should remain stable between 1% and 2%.
In 2017, tourism continued to be the driver of the economy in Cape Verde. As a result, large international hotel chains continue to invest in the construction of new units in Ilha do Sal, Ilha da Boa Vista and in Cidade da Praia, Ilha de Santiago, in particular the Hilton chain, which opened a 5-star Hotel in Ilha do Sal in October and started the construction of another one in Cidade da Praia, as well as the Meliã chain, which started the construction of a new unit in Ilha da Boa Vista, in addition to the 3 hotels it already owns in Ilha do Sal.
It is true that Cape Verde still has an extremely vulnerable profile, dependent on public aid, sensitive to external shocks and climate changes and heavily dependent on beach tourism. The expected GDP growth in the state budget proposal for 2018 is 5% to 5.5%.
*Source (State Budget Proposal 2018)
| 2017 | Variation | |||||
|---|---|---|---|---|---|---|
| SEGMENT | BRAND | 2016 | Qty. | % | ||
| Light-Duty Passenger Vehicles | Toyota | 62 | 106 | -44 | -41.5% | |
| Light Commercial Vehicles | Toyota | 295 | 224 | +71 | +30% | |
| Heavy Commercial Vehicles | Toyota | 27 | 28 | -1 | -7.1% | |
| 384 | 358 | +26 | +7.3% |
Compared to the same period in 2016, Caetano Auto, CV, S.A. sold 26 more vehicles (+7.3%), with Hilux and Hiace models clearly contributing the most to this increase.
For 2018 and following the aforementioned macroeconomic outlook, a new increase in vehicle sales is expected, which should reach 400 vehicles.
In terms of After Sales, there was a 7.65% increase in turnover, although essentially boosted by the retail sale of parts and accessories. Effort to attract and retain customers at our workshops will certainly be one of the main objectives for 2018.
With regard to the PGO+ assessment, Caetano Auto CV improved its result, compared to the previous year, reaching 88%, which places it at the level of European benchmark facilities.
Turnover increased significantly when compared to the same period in 2016, exceeding 7 million euros, which is equivalent to an increase of around 56%.
The Company's average fleet throughout the year stood at 2,430 vehicles and peaked in July, at 3,229 vehicles.
At the end of 2017, the fleet reached 2,365 vehicles, of which 78% were Passenger Vehicles and 22% were Industrial Machinery:
The significant increase in the fleet was mainly due to the purchase of vehicles intended for the car rental segment, reaching 1,913 out of a total of 2,589 purchases made this year, which means that this segment has a weight of about 73.8% in the entire fleet.
The increase in vehicles associated with the above mentioned segment resulted in an increase in operating costs, which will only be fully recovered after the sale, which will most likely occur during the next year.
Despite this increase in costs, the Company was able to maintain positive results, and a clear improvement is expected for 2018.
The consolidation perimeter of the Toyota Caetano Portugal Group remained unchanged during 2017, when compared to 2016.
In 2017, the Group had a turnover of 390 million euros, approximately 53 million euros higher (+15.8%) than the one obtained in the same period of 2016. This growth is justified mainly by the growth in the automotive market in Portugal, which was accompanied by the activity levels witnessed in the Toyota Caetano Group, with special emphasis on the hybrid vehicles Auris, Yaris and Crossover C-HR. The growth and improved profitability of the project related to the assembly of off-road vehicles for export (LC70) at the Ovar manufacturing unit also contributed to these favourable developments. Therefore, the contribution of the motor vehicle industrial department for the turnover is approximately 39 million euros, compared to 35 million euros recorded in the same period of 2016.
While continuing to pursue the main goal of turning the Toyota brand into a reference in the national automotive market, it was possible to implement a series of measures, namely in what regards structure costs and a slight increase in the trade margin, which allowed obtaining an E.B.I.T.D.A. of about 34 million euros, approximately 8.9 million euros higher (+35.6%) than the one recorded in the same period of 2016.
On the other hand, the financial results, about 2.6 million euros in the red, are higher than the ones recorded in the same period of 2016, by approximately 300,000 euros, while reflecting the higher financing costs incurred by the Toyota Caetano Portugal Group in order to meet the growth in activity and, in particular, the impact of this growth on stocks and credit granted.
As a result of the increase in investments related to the use and rental of transport equipment, there was an increase of approximately 3 million euros recorded under the heading Depreciations and Amortizations, which, combined with the aforementioned factors, generated a consolidated net income of approximately 9.4 million euros, i.e., 57.1% more than the amount reached in 2016, which stood at 6 million euros.
The degree of financial autonomy of 44.3% continues to reflect a perfectly adequate management of the capital structure.
Below is the table of comparative indicators, presented in thousands of euros, which summarizes the evolution of the activity and performance of the Toyota Caetano Portugal Group:
| Dec 16 | Dec 17 | Variation | |
|---|---|---|---|
| Turnover | 336,956 | 390,035 | 15.8% |
| Gross Profit | 61,693 | 72,088 | 16.8% |
| % (f) sales | 18.3% | 18.5% | |
| External supplies and services | 37,106 | 43,230 | 16.5% |
| % (f) sales | 11.0% | 11.1% | |
| Staff expenses | 39,365 | 38,635 | -1.9% |
| % (f) sales | 11.7% | 9.9% | |
| E.B.I.T.D.A. | 25,106 | 34,040 | 35.6% |
| % (f) sales | 7.5% | 8.7% | |
| Operating income | 9,565 | 15,429 | 61.3% |
| % (f) sales | 2.8% | 4.0% | |
| Net financial income | -2,297 | -2,575 | -12.1% |
| % (f) sales | -0.7% | -0.7% | |
| Consolidated net profit for the year | 6,003 | 9,431 | 57.1% |
| % (f) sales | 1.8% | 2.4% | |
| Net Bank Credit | 54,665 | 62,671 | 14.6% |
| Level of financial autonomy | 46.1% | 44.3% |
Finally we should note that, despite the fact that the latest estimates point to a "slight slowdown" in economic growth in Portugal in 2018-19, we find it likely that the upward trend in the automotive sector will remain stable, with a clear emphasis on the Hybrid segment which, in view of the variety of products offered by the Toyota Caetano Group in this segment, will inevitably lead to an improvement of its sustainability in the markets in which it operates.
Toyota Caetano's credit risk is mainly associated with loans to customers, related to its operating activity.
The main goal of Toyota Caetano's credit risk management is to ensure the effective collection of the operating receivables from its Customers, according to the negotiated payment terms.
In order to mitigate the credit risk that results from the potential customer-related defaults on payments, the Group's companies that are exposed to this risk have:
A specific Credit Risk analysis and monitoring department;
Proactive credit management processes and procedures that are implemented and always supported by information systems;
Hedging mechanisms (credit insurance, letters of credit, etc).
As a result of the relevant proportion of debt at variable rate in its Consolidated Balance Sheet, and of the subsequent interest payment cash flows, Toyota Caetano is exposed to interest rate risk.
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to interest rate variations.
As a geographically diversified Group, with subsidiaries located in Cape Verde, the exchange rate risk is mainly the result of commercial transactions, arising from the purchase and sale of products and services in a currency that is different from the functional currency of each company.
The exchange rate risk management policy seeks to minimize the volatility of the investments and operations denominated in foreign currencies, contributing to reduce the sensitivity of the Group's results to exchange rate fluctuations. The Group's exchange rate management policy is focused on a case-by-case assessment of the opportunity to hedge this risk, taking into account, particularly, the specific circumstances of the currencies and countries in question.
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to exchange rate variations.
The goal of Toyota Caetano's liquidity risk management is to ensure that the company has the ability to obtain, in a timely manner, the necessary funding to be able to undertake its business activities, implement its strategy and meet its payment obligations when due, while avoiding the need to obtain funding under unfavourable terms.
For this purpose, the Group's liquidity management involves the following aspects:
a) A consistent financial planning based on operating cash flow forecasts for different time horizons (weekly, monthly, annual and multi-annual);
b) The diversification of funding sources;
c) The diversification of the maturities of the debt issued in order to avoid excessive concentrations of debt repayments in short periods of time;
d) The arrangement of committed (and uncommitted) credit facilities, commercial paper programmes, and other types of financial operations with relationship Banks, ensuring the right balance between satisfactory liquidity levels and adequate commitment fees.
For detailed information, please refer to the Corporate Governance Report.
The company did not purchase or sell own shares during this fiscal year. On December 31st, 2017, the company did not hold any own shares.
In line with the diagnosis of the needs of its stakeholders, Toyota Caetano Portugal has been prioritizing the implementation of an ethics and transparency policy over the years, achieving its sustainability strategy through socially- and environmentally-aware management.
Toyota Caetano Portugal and its employees are committed to reducing impacts caused by their activity on the environment and to promoting sustainability, combined with the principles included in the Environment Policy.
The automotive sector has redirected its strategy toward clean mobility solutions. Emission standards in Europe are promoting increased production of alternative fuel vehicles, including hybrid, plug-in hybrid, electric and fuel cell versions, most of which Toyota and Lexus have pioneered. Faced with this scenario, both brands state that, from 2050 onward, they will only produce zero-emission models.
During 2017, the implementation of the defined strategy is clearly evident in the primary actions planned and in the results obtained:
– Toyota Motor Europe's Audit to our Environmental Management System;
Integrated in the Management System, Toyota Caetano Portugal has been reinforcing its continuous improvement strategy (kaizen), namely the level 1 daily kaizen (team organization), the level 2 daily kaizen (5S) and kaizen suggestions (ideas/projects implemented by employees). Employees receive annual recognition of the continuous improvement results from the Administration.
For the fourth consecutive year, Toyota Caetano Portugal has participated in the annual report on Sustainable Development "Carbon Disclosure Project" (CDP), promoting corporate transparency and calculation of the company's carbon footprint. The result achieved in 2017 was awarded with the "Management level"
The Toyota & Lexus hybrid and plug-in vehicle massification strategy within the national market has greatly contributed to this CDP result, where we have achieved an excellent 47,3% hybrid vehicle sales ratio over the passenger vehicle sales total.
The energy efficiency actions implemented in the buildings and processes were also subject to significant improvements. In developing our activity, we acknowledge the need to contribute toward sustainable development of locations where we operate and toward maintaining cooperation relations with communities by supporting social, cultural and academic institutions. Employees should and must protect and ensure proper preservation of company assets (facilities, equipment and others) and use resources efficiently and responsibly, avoiding waste.
For 2018, Toyota Caetano Portugal commits to the following:
To continue a sustainable growth in hybrid vehicle sales, for which we draw a 50% penetration objective over the passenger vehicle sales total.
To continue with an employee daily focus on the Kaizen principle, where we aim at an objective of 1.5 ideas per employee.
To achieve a renewal of the Quality and Environment Management System Certification. To reinforce the risk-based philosophy, according to the FMEA (Failure Mode and Effects Analysis) methodology.
To continue to meet the stakeholders' demand for transparency in Toyota Caetano Portugal's low carbon economy through the Carbon Disclosure Project (CDP), and to maintain the "Management level".
Toyota Caetano Portugal endeavours to provide a safe, wholesome work environment for every employee and service provider. Everyone needs to collaborate in abiding by the set rules for Workplace Health and Safety, informing superiors about possible deviations observed, so as to ensure that the safety of the company's people, facilities, equipment and assets is never put at risk.
In recent years, the growing need to attract and retain current and potential employees that consequently contribute to end-customer satisfaction leads companies to undertake a strategy of Employer Branding that delivers functional, emotional and symbolic benefits to all stakeholders. This path is also being developed at Toyota Caetano Portugal with the creation of the Personnel, Brand and Communication Corporate Division (DPC) in January 2015, the main mission of which is to make Toyota Caetano Portugal an increasingly pleasant place to live and work through the integrated management of Personnel, in alignment with corporate values, culture and business objectives.
The DPC is composed of multidisciplinary teams oriented for project management and currently acts according to the following intervention axes:
Business Partners – to monitor the company's needs in its various activities (distribution, industrial equipment and industry), combining the business strategy with the talent management strategy
Labour and Legal Consulting – to guide and advise managers on legal labour matters and work relations;
Careers and Wages – to develop and implement Lean procedures for processing payroll, recruitment and internships, induction and integration, performance management, and career and talent management;
Training and Development – to develop skills (soft and hard skills) of young people (Learning Centres) and resources;
Brand and Communication – to ensure internal and institutional communication, and the reinforcement of corporate values and culture;
Safety, Health and Well-Being - to manage services that support the well-being of employees within the area of occupational health and safety, as well as by maintaining proper communal and eating areas;
Quality, Environment and Kaizen – to apply quality and environment management systems and implement proposals for continuous improvement, by defining policies, practices and efficient tools.
Special Projects – to develop projects according to business necessities, in connection with personnel management and internal marketing.
The eight axes include activities that serve the different needs associated with the desired development cycle for an employee, from admission and development through to leaving the company, in relation to the integrated personnel management system that composes the organizational model.
In 2017, action priorities were focused on improving policies, HR processes and procedures and internal marketing, and in developing new processes taking into consideration the current market demands and the values/behaviours of the new generation of enterprising workers, fuelled by challenges, by leaderships that generate new leaders, and by companies with value proposals that are relevant to all stakeholders. Thus, the focus was on a set of areas:
− Restructuring the procedure, the Induction Manual, and other process support tools, to standardize practices within the Toyota universe in Portugal and, from the first hour, to instil the company's philosophy and practices in our employees.
− Reformulating the health and catering social welfare, to increase employee satisfaction and well-being.
For 2018, we foresee the continuity of the work developed since 2015, highlighting some priorities resulting from the alignment of the personnel management and development strategy with the business strategy, namely:
Thus, we expect to keep achieving valid results, acting with respect to personnel, concern for their well-being and justice for their development,
thereby continually achieving valid results, showing respect for personnel, showing concern for their well-being and justice for their development, which promoted their satisfaction at work.
Toyota Caetano Portugal commits to promoting the existence of a cordial environment within the company, essential for the well-being and proper performance of its employees. Likewise, employees all need to contribute toward building a good work environment, hinged on criteria of loyalty, mutual respect, education and justice. Employees are also expected to adopt principles of cooperation, teamwork and accountability in the quest for excellence and accomplishment.
Toyota Caetano Portugal promotes equality between men and women in a policy of equal work – equal pay, and 30% of its labour force is female.
Effectively, Toyota Caetano Portugal operates and will continue to operate within the market with integrity, honesty and respect for every relationship it maintains, rejecting discrimination practices and promoting equality of opportunities for everyone, as well as the right to moral integrity and dignity at the workplace.
In keeping with the Toyota Way principles, one of the Company's central pillars includes Respect for People and protecting Human Rights. In this regard, we do not tolerate discriminatory behaviour on the basis of race, ethnicity, nationality, social background, age, gender, ideology, political opinion, religion or any other physical or social condition of our Employees. On top of being Company practice, we seek to instil this attitude in the daily relations with the various stakeholders while raising our Employees' awareness to applying these principles outside the Company and boosting their personal networks.
Toyota Caetano Portugal requires careful, responsible weighting of every topic that could reflect the Values and Professional Ethics assumed by the Group. At every one of our companies, we acknowledge the importance of always bearing in mind the principles whereby it is governed while guiding our strategy and the way these shall be internalised and actually put into practice by every employee.
These rules contribute toward consolidating the image and role of Toyota Caetano Portugal and toward strengthening trusting relations with all stakeholders, including shareholders, employees, service providers, government bodies, regulators, local communities, customers, suppliers, competitors and the media.
Toyota Caetano Portugal has always been, is and will be in the market with integrity, honesty and respect for everyone we relate to. All of the Group's employees, regardless of the duties they perform, not only abide by their duty to observe applicable laws, but also regulate their conduct bearing in mind these basic principles.
Likewise, employees need to refrain from using the Group's assets to benefit themselves or any third parties.
All employees regulate their actions through strict compliance with the responsibilities they have been assigned, by performing their duties by strictly complying with what constitutes the description of such actions, while observing the instructions they have rightfully been given by their superiors and shouldering the consequences of their actions or omissions in carrying on the operations they have been entrusted with.
Employees use the power they have been delegated, in a weighted and non-abusive manner, always considering the company's interests and the pursuit of its objectives, namely safeguarding Toyota's assets.
On the other hand, employees shall encourage team spirit, while showing solidarity with the decisions that are made, acting without discretion, with transparency, precision and truthfulness, avoiding any conflicts of interest and attitudes that could affect the image of both the company of which they are part and Toyota.
Toyota Caetano Portugal's corporate practices are transparent and equitable, and no active or passive bribery, corruption or influence peddling shall be tolerated.
The Group's employees shall refuse any offers that could be considered or construed as an attempt to influence the company or the employee. When in doubt, employees shall notify their immediate superiors, in writing, of the situation.
Likewise, no employee may offer any gift or other benefit that could be perceived as an attempt to influence a current or future decision-making process, or as a reward regarding a decision that has already been made. When in doubt, employees shall notify their immediate superiors, in writing, of the situation.
Employees shall act with independence, impartiality and loyalty toward the Group and within the margin of either their own or third-party interests. As part of this:
a) Employees shall refrain from intervening or influencing in making decisions that could be related to people to whom they are or have been linked by bonds of kinship or affinity or to entities with which they collaborate or have collaborated.
a) Involvement in activities that could compete or interfere with Group company activities and, in the case of a potential conflict of interest, employees and service providers shall forthwith notify their immediate superior thereof, in writing.
Employees are under obligation to protect the confidentiality of business information to which they have access as part of the positions they hold, namely as concerns the Toyota Caetano Portugal Group and its customers and suppliers, and no type of internal knowledge shall be used for personal gain. Compliance with the duty of confidentiality, as well as professional secrecy itself, shall remain in place even after expiry of the term, termination of the employment relationship or the provision of services.
In this course of action, Toyota Caetano Portugal fosters diversity at several levels by extending it to its management and corporate bodies. The Company is attentive to renewing its management officers, favouring age as being synonymous with acquired knowledge and the necessary qualifications for performing their duties. We consider both dimensions to be vital for developing a sustainable strategy. In this diversity policy, women are also increasingly filling leadership positions within the Organisation, in a direct correlation with the growing number of women in the structure's management. Within the company's hiring practices, and while fostering training, women and young people are encouraged to actively take part, as Toyota Caetano Portugal believes it is in generational sharing and in gender and cultural diversity that the company will be increasingly prepared to take action in a global and inclusive world.
We hereby declare, under the terms and for the purposes of Article 245(1c) of the Securities Code that, as far as we are aware, the individual and consolidated statements of Toyota Caetano Portugal regarding 2017 were prepared in accordance with the relevant accounting standards, providing a true and fair view of the assets and liabilities, financial situation and results of this company and other companies included in its consolidation perimeter, and that the management report contains a faithful account of the business evolution, performance and position of this company and of the subsidiaries included in its consolidation perimeter, as well as a description of the main risks and uncertainties which they face.
In accordance with the provisions laid down in article 376 (1-b) of the Código das Sociedades Comerciais (Commercial Companies Code), we propose the following allocation for 2017's profits obtained in the financial year, amounting to Euros 9.338.304,78 stated in the individual financial statements of Toyota Caetano Portugal:
From the end of 2017 to present date, there were no relevant events worthy of mention.
This report would not be completed without expressing our appreciation to those people or entities who have contributed in any way to the development of the Company's activities or to the results achieved in 2017, in particular:
Vila Nova de Gaia, 21 March 2018
The Board of Directors
José Reis da Silva Ramos – Chairman Maria Angelina Martins Caetano Ramos Salvador Acácio Martins Caetano Miguel Pedro Caetano Ramos Nobuaki Fujii Matthew Peter Harrison Rui Manuel Machado de Noronha Mendes
(as per article 447 of the Companies Code and according to Article 8(b) and Article 14(7), both of CMVM Regulation
5/2008)
In compliance with the provisions of Article 447 of the Companies Code, it is hereby declared that, on 31 December 2017, the members of the Company's management and supervisory bodies did not hold any of its shares or bonds.
It is further stated that during 2017 there was a disposal of the ownership of the number of shares which represent the share capital of TOYOTA CAETANO PORTUGAL, S.A. by the respective members of the Board of Directors:
. does not own any shares or corporate bonds;
. the spouse, Maria Angelina Martins Caetano Ramos, as of 10 July 2017, owned 699,628 shares, as a result of the execution of the distribution agreement regarding the Joint Heirship of Salvador Fernandes Caetano and Ana Pereira Martins, which she has sold on 25 July 2017, at the price of 3.694€ each and therefore as at 31 December 2017 she does not hold any shares or corporate bonds;
. as a result of the execution of the distribution agreement regarding the Joint Heirship of Salvador Fernandes Caetano and Ana Pereira Martins, as of 10 July 2017, owned 699,628 shares, which she has sold, on 25 July 2017, at the price of 3.694€ each and therefore as at 31 December 2017 she does not hold any shares or corporate bonds.
. as a result of the execution of the distribution agreement regarding the Joint Heirship of Salvador Fernandes Caetano and Ana Pereira Martins, as of 10 July 2017, owned 699.627 shares, which he has sold, on 25 July 2017, at the price of 3.694€ each and therefore as at 31 December 2017 he does not hold any shares or corporate bonds;
It is further stated that the Company's securities held by companies in which the directors and auditors hold corporate positions are as follows:
– the shareholder Salvador Caetano Auto, SGPS, S.A. (of which Salvador Acácio Martins Caetano is the Chairman of the Board of Directors, Maria Angelina Martins Caetano Ramos is the Vice-Chairwoman of the Board of Directors and Miguel Pedro Caetano Ramos is a Member of the Board of Directors), purchased, on 25 July 2017, 699,628 shares at a price of € 3.694 each; on 26 July 2017, 699,627 shares at a price of € 3.694 each; on 26 September 2017, 3,665 shares at a price of € 1.97 each; on 29 September 2017, 2,639 shares at a price of € 1.97 each; on 18 October 2017, 8,769 shares at a price of € 2.10 each; on 19 October 2017, 8,971 shares at a price of € 2.10 each;
on 31 October 2017, 1,010 shares at a price of € 2.07 each; on 10 November 2017, 24,925 shares at a price of € 2.08 each; on 15 November 2017, 7,501 shares at a price of € 2.20 each; on 16 November 2017, 1,050 shares at a price of € 2.19 each; on 20 November 2017, 7,400 shares at the price of € 2.28 each; on 21 November 2017, 4,990 shares at a price of € 2.30 each; on 8 December 2017, 862 shares at a price of € 2.56 each; on 13 December 2017, 7,303 shares at the price of € 2.66 each; on 14 December 2017, 3,970 shares at a price of € 2.70 each; on 18 December 2017, 1,950 shares at a price of € 2.77 each; on 20 December 2017, 1,200 shares at a price of € 2.70 each; on 27 December 2017, 3,500 shares at a price of € 2.75 each, and thus, on 31 December 2017, held 22,777,241 shares with a nominal value of 1 euro each.
the shareholder FUNDAÇÃO SALVADOR CAETANO (of which José Reis da Silva Ramos is the Chairman of the Board of Directors, Maria Angelina Martins Caetano Ramos, is the spouse of the Chairman of the Board of Directors, Salvador Acácio Martins Caetano and Rui Manuel Machado de Noronha Mendes, are Members of the Board of Directors) carried out no transactions and thus, on 31 December 2017, held 138,832 shares with a nominal value of 1 euro each.
the shareholder COVIM – Sociedade Agrícola, Silvícola e Imobiliária, S.A (of which Maria Angelina Martins Caetano Ramos is the Chairwoman of the Board of Directors, José Reis da Silva Ramos is the spouse of the Chairwoman of the Board of Directors) carried out no transactions and thus, on 31 December 2017, held 393,252 shares with a face value of 1 euro each.
– the shareholder COCIGA - Construções Civis de Gaia, S.A. (of which Maria Angelina Martins Caetano Ramos is the Chairwoman of the Board of Directors, José Reis da Silva Ramos is the spouse of the Chairwoman of the Board of Directors, and Salvador Acácio Martins Caetano is a Member of the Board of Directors) carried out no transactions and thus, on 31 December 2017, held 290 shares with a nominal value of 1 euro each.
For the purpose provided in the final section of article 447(1) of the Commercial Companies Code (companies in a control or group relationship with the company), it is stated that:
• José Reis da Silva Ramos, Chairman of the Board of Directors, holds:
1 This percentage includes shares held by his spouse
• Maria Angelina Martins Caetano Ramos, Member of the Board of Directors, holds:
1 This percentage includes shares held by her spouse
• Salvador Acácio Martins Caetano, Member of the Board of Directors, holds:
1 This percentage includes shares held by his spouse
• Miguel Pedro Caetano Ramos, Member of the Board of Directions, holds:
The following is a list of the shareholders that, on 31 December 2017, held, at least, 10%, 33% or 50% of the share capital of this company, as well as of the shareholders that have ceased to hold the aforementioned capital percentages:
| Shareholders | Shares | |||||
|---|---|---|---|---|---|---|
| Holders of at least 10% | ||||||
| Held 1 | Purchased | Sold | Held 2 | |||
| 31/12/2016 | 2017 | 2017 | 31/12/2017 | |||
| TOYOTA MOTOR EUROPE NV/SA _______________ |
9,450,000 | -- | -- | 9,450,000 |
1Share capital on 31/12/2016: € 35,000,000.00, represented by 35,000,000 shares with a nominal value of € 1.00 each. 2Share capital on 31/12/2017: € 35,000,000.00, represented by 35,000,000 shares with a nominal value of € 1.00 each.
| Shareholders Holders of at least 50% |
Shares | |||
|---|---|---|---|---|
| Held 1 | Acquired | Sold | Sold 2 | |
| 31/12/2016 | 2017 | 2017 | 31/12/2017 | |
| Salvador Caetano – Auto, SGPS, S.A. _______________ |
21,288,281 | 1,488,960 | -- | 22,777,241 |
1 Share capital on 31/12/2016: € 35,000,000.00, represented by 35,000,000 shares with a nominal value of € 1.00 each.
2 Share capital on 31/12/2017: € 35,000,000.00, represented by 35,000,000 shares with a nominal value of € 1.00 each.
(Under the terms of Regulation 5/2008, issued by the CMVM)
On 31 December 2017, the shareholders with qualified shareholdings in the company's share capital are the following:
| SHAREHOLDER _______________ |
Shares | % of voting rights |
|---|---|---|
| Salvador Caetano – Auto – SGPS, S.A. | 22,777,241 | 65.078 |
| Toyota Motor Europe NV/SA | 9,450,000 | 27.000 |
December 2017
| (Euros) | ||
|---|---|---|
| Dec'17 | Dec '16 | |
| SALES | 313 210 999 | 274 422 481 |
| CASHFLOW | 17 941 408 | 15 547 936 |
| NET INCOME | 9 338 305 | 5 950 756 |
| NET FINANCIAL EXPENSES | 2 003 235 | 2 192 636 |
| PAYROLL EXPENSES | 15 614 797 | 16 347 273 |
| NET INVESTMENT | 8 366 063 | 9 116 941 |
| GROSS WORKING CAPITAL | 73 438 926 | 83 579 339 |
| GVA | 43 648 489 | 40 105 224 |
| UNITS SOLDS | 16 895 | 15 750 |
| NUMBER OF EMPLOYEES | 507 | 525 |
| ASSETS | Notes | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Intangible Assets | 8 | 89 528 | 629 129 |
| Tangible Fixed Assets | 5 | 30 212 204 | 29 041 382 |
| Investment Properties | 6 | 14 555 076 | 15 122 686 |
| Goodwill | 7 | 611 997 | 611 997 |
| Financial Investments - Equity Method | 9 | 40 836 444 | 37 196 156 |
| Other Financial Investments | 10 | 59 504 | 59 504 |
| Deferred Tax Assets | 15 | 1 320 835 | 1 511 801 |
| Total Non-Current Assets | 87 685 588 | 84 172 655 | |
| CURRENT ASSETS | |||
| Inventories | 11 | 61 045 015 | 52 135 449 |
| Accounts Receivable | 12 | 106 694 935 | 101 960 592 |
| Other Accounts Receivable | 13 | 2 454 538 | 1 288 272 |
| Corporate Income | 15 | 52 316 | |
| Other Current Assets | 14 | 2 449 484 | 1 454 032 |
| Other Financial Investments | 10 | 3 432 799 | 3 432 799 |
| Cash And Cash Equivalents | 4 | 14 225 420 | 8 654 980 |
| Total Current Assets | 190 302 191 | 168 978 439 | |
| 277 987 779 | 253 151 094 |
| EQUITY AND LIABILITIES | Notes | 31/12/2017 | 31/12/2016 | |
|---|---|---|---|---|
| EQUITY | ||||
| Share Capital | 35 000 000 | 35 000 000 | ||
| Legal Reserve | 7 498 903 | 7 498 903 | ||
| Adjustments to Financial Investments | 3 579 095 | 2 705 421 | ||
| Revaluation Reserve | 6 195 184 | 6 195 184 | ||
| Other Reserves | 67 319 346 | 67 319 346 | ||
| Retained Earnings | 1 781 402 | 1 707 102 | ||
| Net Income | 9 338 305 | 5 950 756 | ||
| Total Equity | 16 | 130 712 235 | 126 376 712 | |
| LIABILITIES | ||||
| NON-CURRENT LIABILITIES | ||||
| Loans | 17 | 24 951 241 | 30 350 204 | |
| Defined Benefit Plan Liabilities | 21 | 5 655 000 | 5 108 420 | |
| Deferred Tax Liabilities | 15 | 158 398 | 214 348 | |
| Total Non-Current Liabilities | 30 764 639 | 35 672 972 | ||
| CURRENT LIABILITIES | ||||
| Loans | 17 | 51 559 955 | 32 986 922 | |
| Accounts Payable | 18 | 33 491 227 | 30 179 049 | |
| Other Accounts Payable | 19 | 10 373 165 | 10 135 303 | |
| Corporate Income | 15 | 1 648 715 | ||
| Other Current Liabilities | 20 | 19 437 842 | 17 080 130 | |
| Defined Benefit Plan Liabilities | 21 | 691 580 | ||
| Derivative Financial Instruments - Swap | 23 | 28 425 | ||
| Total Current Liabilities | 116 510 905 | 91 101 410 | ||
| Total Liabilities | 147 275 544 | 126 774 382 | ||
| Total Equity + Liabilities | 277 987 779 | 253 151 094 |
CHARTERED ACCOUNTANT BOARD OF DIRECTORS
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSE REIS DA SILVA RAMOS –President
| Notes | 31/12/2017 | 31/12/2016 | |
|---|---|---|---|
| Operational Gains | |||
| Sales and Service Rendered | 24 & 25 | 313 210 999 | 274 422 481 |
| Other Gains | 28 | 37 369 167 | 36 201 733 |
| Variation in Production | 11 | 3 170 060 | -367 778 |
| Total Operational Gains | 353 750 226 | 310 256 437 | |
| Operational Expenses | |||
| Cost of Goods Sold and Raw Material Consumed | 11 | -264 702 751 | -231 161 973 |
| External Supplies and Services | 26 | -44 740 211 | -36 105 468 |
| Payroll Expenses | 27 | -15 614 797 | -16 347 273 |
| Depreciations | 5, 6 & 8 | -8 302 452 | -8 351 894 |
| Provision and Impairment | 22 | -22 903 | -15 253 |
| Other Expenses | 28 | -9 042 893 | -9 017 567 |
| Total Operational Expenses | -342 426 007 | -300 999 428 | |
| Operational Income | 11 324 219 | 9 257 009 | |
| Gains in Financial Investments - Equity Method | 9 | 2 330 890 | 626 455 |
| Interest Expenses | 29 | -2 313 065 | -2 458 924 |
| Interest Income | 29 | 309 830 | 266 288 |
| Income before Taxes | 11 651 874 | 7 690 828 | |
| Income Tax for the Year | 15 | -2 313 569 | -1 740 072 |
| Net Income | 9 338 305 | 5 950 756 |
CHARTERED ACCOUNTANT BOARD OF DIRECTORS ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSE REIS DA SILVA RAMOS –President
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES Statement of the comprehensive income at 31 december 2017 and 2016
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Net profit for the period Components of other consolidated comprehensive income, that could not be recycled by profit and loss |
9 338 305 | 5 950 756 |
| Remeasurement (Actuarial losses gross of tax) (Note 21) | -1 574 421 | |
| Deferred tax of actuarial losses (Note 15) | 354 245 | |
| Other changes in equity | -1 110 105 | |
| Comprehensive income | 9 338 305 | 3 620 475 |
| CHARTERED ACCOUNTANT | BOARD OF DIRECTORS | |
| ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA | JOSE REIS DA SILVA RAMOS –President | |
| MARIA ANGELINA MARTINS CAETANO RAMOS | ||
| SALVADOR ACÁCIO MARTINS CAETANO | ||
| MIGUEL PEDRO CAETANO RAMOS | ||
| NOBUAKI FUJII | ||
| MATTHEW PETER HARRISON |
RUI MANUEL MACHADO DE NORONHA MENDES
| Re lua tio va n |
Ad jus tm ts en to |
Oth er |
To tal |
Re tai ned |
Ne t |
To tal |
|||
|---|---|---|---|---|---|---|---|---|---|
| Sh are |
Leg al |
Re se rve |
Fin cia l an |
Re se rve |
Re se rve s |
Ea rni ngs |
Inc om e |
Eq uity |
|
| Ca ital p |
Re se rve |
Inv est nts me |
|||||||
| Sh Ba lan t 3 1 D mb 20 15 t a ce ee ece er |
35 00 0 0 00 |
7 4 98 90 3 |
6 1 95 184 |
4 2 97 75 3 |
68 53 9 5 22 |
86 53 1 3 62 |
0 | 6 4 74 87 5 |
128 00 6 2 37 |
| Ch s in riod an ge pe |
0 | ||||||||
| ME P |
-1 110 10 5 |
1 1 10 105 - |
-1 110 10 5 |
||||||
| All tio f P rof its oca n o |
1 1 42 68 2 |
1 1 42 68 2 |
82 193 |
1 2 24 87 5 - |
0 | ||||
| Re t ( Ac ria l lo s) tua me asu rem en sse |
-1 22 0 1 76 |
2 3 30 28 1 - |
-2 33 0 2 81 |
||||||
| Oth Ch s in Eq uity er an ge |
-1 62 4 9 08 |
1 6 24 90 8 - |
1 6 24 90 8 |
0 | |||||
| Ne t In |
0 | 0 | 0 | 1 5 92 33 2 - |
1 2 20 176 - |
2 8 12 50 7 - |
1 7 07 102 |
1 2 24 87 5 - 5 9 50 75 6 |
2 3 30 28 1 - 5 9 50 75 6 |
| co me To tal Ga ins d L an oss es |
3 6 20 47 5 |
3 6 20 47 5 |
|||||||
| Tra ctio wit h s ha reh old in the riod nsa ns ers pe |
0 | ||||||||
| Div ide nds |
-5 25 0 0 00 |
5 2 50 00 0 |
|||||||
| Oth Tr tio ers an sac ns |
- 0 |
||||||||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5 2 50 00 0 - |
5 2 50 00 0 - |
|
| Ba lan Sh t 3 1 D mb 20 16 t a ce ee ece er |
35 00 0 0 00 |
7 4 98 90 3 |
6 1 95 184 |
2 7 05 42 1 |
67 31 9 3 46 |
83 71 8 8 55 |
1 7 07 102 |
5 9 50 75 6 |
126 37 6 7 12 |
| Ba lan Sh 1 D mb t a t 3 20 16 ce ee ece er |
35 00 0 0 00 |
7 4 98 90 3 |
6 1 95 184 |
2 7 05 42 1 |
67 31 9 3 46 |
83 71 8 8 55 |
1 7 07 102 |
5 9 50 75 6 |
126 37 6 7 12 |
| Ch s in riod an ge pe |
0 | ||||||||
| ME P |
0 | 0 | |||||||
| f P rof All tio its oca n o |
62 6 4 55 |
62 6 4 55 |
74 30 1 |
70 0 7 56 - |
0 | ||||
| Re t ( Ac ria l lo s) tua me asu rem en sse |
0 | 0 | |||||||
| Oth Ch s in Eq uity er an ge |
24 7 2 18 |
24 7 2 18 |
24 7 2 18 |
||||||
| 0 | 0 | 0 | 87 3 6 74 |
0 | 87 3 6 74 |
74 30 1 |
70 0 7 56 - |
24 7 2 18 |
|
| Ne t In co me |
9 3 38 30 5 |
9 3 38 30 5 |
|||||||
| To tal Ga ins d L an oss es |
9 3 38 30 5 |
9 3 38 30 5 |
|||||||
| Tra ctio wit h s ha reh old in the riod nsa ns ers pe |
0 | ||||||||
| Div ide nds |
-5 25 0 0 00 |
5 2 50 00 0 - |
|||||||
| Oth Tr tio ers an sac ns |
0 | ||||||||
| Ba lan Sh t 3 1 D mb 20 17 t a ce ee ece er |
0 35 00 0 0 00 |
0 7 4 98 90 3 |
0 6 1 95 184 |
0 3 5 79 09 5 |
0 67 31 9 3 46 |
0 84 59 2 5 28 |
0 1 7 81 40 2 |
5 2 50 00 0 - 9 3 38 30 5 |
5 2 50 00 0 - 130 71 2 2 35 |
CHARTERED ACCOUNTANT
ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA
BOARD OF DIRECTORS
JOSE REIS DA SILVA RAMOS –President MARIA ANGELINA MARTINS CAETANO RAMOSSALVADOR ACÁCIO MARTINS CAETANOMIGUEL PEDRO CAETANO RAMOSNOBUAKI FUJIIMATTHEW PETER HARRISONRUI MANUEL MACHADO DE NORONHA MENDES
| Notes | 2017 | 2016 | (Euros) | ||
|---|---|---|---|---|---|
| STATEMENT OF CASH FLOWS ON OPERATING ACTIVITIES | |||||
| Collections from Customers Payments to Suppliers Payments to Personnel |
397 868 482 -364 976 999 -8 144 486 |
350 471 366 -316 734 582 -8 285 675 |
|||
| Operating Flow | 24 746 997 | 25 451 110 | |||
| Payments of Income Tax Other Collections/Payments Related to Operating Activities |
-1 646 620 -27 837 307 |
-456 559 -24 356 486 |
|||
| Cash Flow from Operating Activities | -4 736 931 | 638 066 | |||
| STATEMENT OF CASH FLOWS ON INVESTING ACTIVITIES | |||||
| Collections from: Investments Tangible Fixed Assets Investment Subsidy Interest and Others |
5 | 4 813 440 | 3 830 105 | ||
| Dividends | 4 813 440 | 1 624 908 | 5 455 013 | ||
| Payments to: Investments Tangible Fixed Assets Intangible Assets |
9 5 8 |
-361 408 | -361 408 | -171 -90 014 -175 871 |
-266 057 |
| Cash Flow from Investing Activities | 4 452 032 | 5 188 957 | |||
| FINANCING ACTIVITIES | |||||
| STATEMENT OF CASH FLOWS ON FINANCING ACTIVITIES | |||||
| Collections from: | |||||
| Lease Loans |
17 17 |
7 022 706 49 500 000 |
56 522 706 | 6 352 620 24 298 957 |
30 651 577 |
| Payments to: | |||||
| Loans | 17 | -39 041 062 | -25 110 526 | ||
| Lease Down Payments Interest and Others |
17 | -4 307 574 -2 042 650 |
-3 421 170 -2 053 741 |
||
| Dividends | 16 | -5 276 080 | -50 667 367 | -5 262 611 | -35 848 047 |
| Cash Flow from Financing Activities | 5 855 339 | -5 196 470 | |||
| Cash and Cash Equivalents at Beginning of Period | 4 | 8 654 980 | 8 024 428 | ||
| Cash and Cash Equivalents at End of Period | 4 | 14 225 420 | 8 654 980 | ||
| Net Flow in Cash Equivalents | 5 570 440 | 630 552 | |||
| CHARTERED ACCOUNTANT ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA |
BOARD OF DIRECTORS JOSE REIS DA SILVA RAMOS –President |
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
(Amounts in Euros)
Toyota Caetano Portugal, S.A. ("Toyota Caetano" or "the Company") was incorporated in 1946, with its headquarters in Vila Nova de Gaia, which mainly carries economic activities included in the automotive sector, namely the import, assembly and commercialization of light and heavy vehicles, import and sale of industrial equipment, as well as the corresponding technical assistance.
Its shares are listed in the Lisbon Stock Exchange Market since October 1987.
Toyota Caetano is the distributor of the brands Toyota and Lexus in Portugal and is the head of a group of companies ("Toyota Caetano Group").
As of 31 December, 2017, the companies of Toyota Caetano Group, their headquarters and abbreviations used, are as follows:
Companies Headquarters
With headquarters in Portugal: Toyota Caetano Portugal, S.A. ("Parent company") Vila Nova de Gaia Saltano – Investimentos e Gestão, S.G.P.S., S.A. ("Saltano") Vila Nova de Gaia Caetano Renting, S.A. ("Caetano Renting") Vila Nova de Gaia Caetano – Auto, S.A. ("Caetano Auto") Vila Nova de Gaia
With headquarters in foreign countries: Caetano Auto CV, S.A. ("Caetano Auto CV") Praia (Cape Verde)
The main accounting policies adopted in the preparation of the consolidated financial statements are as follows:
These financial statements relate to the financial statements of Toyota Caetano Portugal S.A. and were prepared according to the IFRS – International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards (IAS), as issued by the International Accounting Standards Committee ("IASC"), and its respective interpretations - IFRIC and SIC, as issued, respectively, by the International Financial Reporting Interpretations Committee ("IFRIC") and by the Standing Interpretation Committee ("SIC"), that have been endorsed by the European Union, in force at the date of preparation of the financial statements.
The financial statements have been prepared on a going concern basis, based on the accounting and having as basis the principle of the historical cost and, in the case of some financial instruments, fair value.
(Amounts in Euros)
First time adoption of the IFRS in the preparation of the financial statements occurred in 2016 so the transition date of the Portuguese Accounting Principles ("Accounting Standardization System" or "SNC") for these regulations was established on January 1, 2015, in accordance with the provisions of IFRS 1 - First-time adoption of international financial reporting standards ("IFRS 1").
The following standards, interpretations, amendments and revisions endorsed by the European Union and mandatory in the fiscal years beginning on or after 1 January 2017, were adopted by the first time in the fiscal year ended at 31 December 2017:
a) Changes to accounting standards applicable to periods beginning on or after 1 January 2017:
(i) Standards:
IAS 7 (amendment), 'Cashflow statement – Disclosure initiative' (effective for annual periods beginning on or after 1 January 2017). This amendment introduces an additional disclosure about the changes in liabilities arising from financing activities, disaggregated between cash changes and non-cash changes and how it reconciles with the reported cash flows from financing activities, in the Cash Flow Statement. This amendment didn't have impact in the Entity financial statements
IAS 12 (amendment),'Income taxes – Recognition of deferred tax assets for unrealised losses' (effective for annual periods beginning on or after 1 January 2017). This amendment clarifies how to account for deferred tax assets related to assets measured at fair value, how to estimate future taxable profits when temporary deductible differences exist and how to assess recoverability of deferred tax assets when restrictions exist in the tax law. This amendment didn't have in the Entity financial statement.
b) Standards that have been published and are mandatory for the accounting periods beginning on or after 1 January 2018, that were already endorsed by the EU and the Entity decided not to adopt immediately:
(i) Standards:
IFRS 9 (new), 'Financial instruments' (effective for annual periods beginning on or after 1 January 2018). IFRS 9 replaces the guidance in IAS 39, regarding: (i) the classification and measurement of financial assets and liabilities; (ii) the recognition of credit impairment (through the expected credit losses model); and (iii) the hedge accounting requirements and recognition. It is not expected significant impact of future adoption of this standard on the Entity financial statements.
IFRS 15 (new), 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). This new standard, applies only to contracts with customers to provide goods or services, and requires an entity to recognize revenue when the contractual obligation to deliver the goods or services is satisfied and by the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach. It is not expected significant impact of future adoption of this standard on the Entity financial statements.
(Amounts in Euros)
IFRS 16 (new), 'Leases' (effective for annual periods beginning on or after 1 January 2019). This new standard replaces the IAS 17 with a significant impact on the accounting by lessees that are now required to recognise a lease liability reflecting future lease payments and a "right-of-use asset" for all lease contracts, except for certain short-term leases and for low-value assets. The definition of a lease contract also changed, being based on the "right to control the use of an identified asset". Is expected impact of future adoption of this standard on the Entity financial statements.
IFRS 4 (amendment), 'Insurance contracts (Applying IFRS 4 with IFRS 9)' transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment allows companies that issue insurance contracts the option to recognise in Other Comprehensive Income, rather than Profit or Loss the volatility that could rise when IFRS 9 is applied before the new insurance contract standard is issued. Additionally, it is given an optional temporary exemption from applying IFRS 9 until 2021, to the companies whose activities are predominantly connected with insurance, not being applicable at consolidated level. It is not expected significant impact of future adoption of this amendment on the Entity financial statements.
Amendments to IFRS 15 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). These amendments refer to additional guidance for determining the performance obligations in a contract, the timing of revenue recognition from a license of intellectual property, the review of the indicators for principal versus agent classification, and to new practical expedients to simplify transition. It is not expected significant impact of future adoption of these amendments on the Entity financial statements.
c) Standards (new and amendments) and interpretations that have been published and are mandatory for the accounting periods beginning on or after 1 January 2017, but are not yet endorsed by the EU and the Entity decided not to adopt immediately:
(i) Standards:
Annual Improvements 2014 - 2016, (generally effective for annual periods beginning on or after 1 January 2017). The 2014-2016 annual improvements impacts: IFRS 1, IFRS 12 and IAS 28. This amendment did have insignificant impact in the Entity financial statements.
IAS 40 (amendment), 'Transfers of Investment property' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies when assets are transferred to, or from investment properties, the evidence of the change in use is required. A change of management intention in isolation is not enough to support a transfer. It is not expected significant impact of future adoption of this amendment on the Entity financial statements.
IFRS 2 (amendment), 'Classification and measurement of share-based payment transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications to a share-based payment plan that change the classification an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority. It is not expected significant impact of future adoption of this amendment on the Entity financial statements.
(Amounts in Euros)
IFRS 9 (amendment), 'Prepayment features with negative compensation' (effective for annual periods beginning on or after 1 January 2019). This amendment is still subject to endorsement by the European Union. The amendment introduces the possibility to classify certain financial assets with negative compensation features at amortized cost, provided that specific conditions are fulfilled, instead of being classified at fair value through profit or loss It is not expected significant impact of future adoption of this amendment on the Entity financial statements.
IAS 28 (amendment), 'Long-term interests in Associates and Joint Ventures' (effective for annual periods beginning on or after 1 January 2019). This amendment is still subject to endorsement by the European Union. The amendment clarifies that long-term investments in associates and joint ventures (components of an entity's investments in associates and joint ventures), that are not being measured through the equity method, are to be measured in accordance with IFRS 9, being subject to impairment expected credit loss model, prior to any impairment test of the investment as a whole. It is not expected significant impact of future adoption of this amendment on the Entity financial statements..
Annual Improvements 2015 - 2017, (generally effective for annual periods beginning on or after 1 January 2019). These improvements are still subject to endorsement by the European Union. The 2015-2017 annual improvements impact: IAS 23, IAS 12, IFRS 3 and IFRS 11. It is not expected significant impact of future adoption of this amendment on the Entity financial statements.
IFRS 17 (new), 'Insurance contracts' (effective for annual periods beginning on or after 1 January 2021). This standard is still subject to endorsement by European Union. This new standard replaces IFRS 4 and applies to all entities issuing insurance contracts, reinsurance contracts and investment contracts with discretionary participation characteristics. IFRS 17 is based on the current measurement of technical liabilities at each reporting date. The current measurement can be based on a complete "building block approach" or "premium allocation approach". The recognition of the technical margin is different depending on whether it is positive or negative. IFRS 17 is of retrospective application. This standard is not applicable on the Entity financial statements.
(ii) Interpretations:
IFRIC 22 (new), 'Foreign currency transactions and advance consideration' (effective for annual periods beginning on or after 1 January 2018). This interpretation is still subject to endorsement by European Union. An Interpretation to IAS 21 'The effects of changes in foreign exchange rates' it refers to the determination of the "date of transaction" when an entity either pays or receives consideration in advance for foreign currency denominated contracts". The date of transaction determines the exchange rate used to translate the foreign currency transactions. This interpretation did not have any impact in the Entity financial statements.
IFRIC 23 (new), 'Uncertainty over income tax treatment' (effective for annual periods beginning on or after 1 January 2019). This interpretation is still subject to endorsement by European Union. This is an interpretation of IAS 12 - 'Income tax', referring to the measurement and recognition requirements to be applied when there is uncertainty as to the acceptance of an income tax treatment by the tax authorities. In the event of uncertainty as to the position of the tax authority on a specific transaction, the entity shall make its best estimate and record the income tax assets or liabilities under IAS 12, and not under IAS 37 - "Provisions, contingent liabilities and contingent assets ", based on the expected value or the most probable value. The application of IFRIC 23 may be retrospective or retrospective modified. This interpretation did not have any impact in the Entity financial statements.
(Amounts in Euros)
The principal accounting policies used in the preparation of the accompanying financial statements are as follows:
Tangible fixed assets are recorded at deemed cost, which corresponds to its acquisition cost or its revalue acquisition cost in accordance with generally accepted accounting principles in Portugal until that date, net of accumulated depreciation and accumulated impairment losses.
Impairment losses verified on the realization value of tangible fixed assets are recorded in the year in which they are estimated, against the "Provisions and impairment losses" account in the income statement.
Depreciation is computed on straight line basis on an annual basis, accordingly with the following useful lives:
| Years | |
|---|---|
| - Buildings and Other Constructions | 20 - 50 |
| - Machinery and Equipment | 7 - 16 |
| - Transport Equipment | 4 - 6 |
| - Administrative Equipment | 3 - 14 |
| - Other Tangible Assets | 4 - 8 |
Expenses with maintenance and repair costs of tangible fixed assets are recorded as a cost in the year in which they occur. The repairs of significant amount that increase the estimated usage period of the assets are capitalized and depreciated according to the assets remaining useful life.
Tangible fixed assets in progress relate to tangible assets under construction/development, and are recorded at acquisition cost. These assets are transferred to tangible fixed assets and depreciated as from the date in which they are prepared for use and in the necessary conditions to operate according with the management.
Gains or losses resulting from the disposals and write-offs are determined by the difference between the amount received and the carrying amount of the asset and are recognized as income or expense in the income statement.
Intangible assets are recorded at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Intangible assets are only recognized if it is likely that future economic benefits will flow to the Company, are controlled by the Company and if their cost can be reliably measured.
Research costs and expenses with new technical knowledge are recorded as costs in the statement of profit and loss when incurred.
(Amounts in Euros)
Development costs are capitalized as an intangible asset if the Company has proven technical feasibility and ability to finish the development and to sell/use such assets and it is likely that those assets will generate future economic benefits. Development expenses which do not fulfill these requirements are recorded as an expense in the period in which they are incurred.
Internal expenses related to Software maintenance and development are recorded as costs in the statement of profit and loss, except in situations in which these expenses are directly related to projects from which it is likely that future economic benefits will flow to the Company. In such circumstances, these expenses are capitalized as intangible assets.
Intangible assets are depreciated on a straight-line basis over a period of three to five years.
The depreciation charge for each period of intangible assets shall be recognized in profit or loss in item "Depreciations and amortizations".
Investment properties which relate to real estate assets held to obtain income through its lease or for capital gain purposes, and not for use in production, external supplies and services or for administrative purposes, are recorded at its acquisition cost, being the respective fair value disclosed in the Notes to the financial statements (Note 6).
Whenever these assets fair value is lower than the respective acquisition cost, an impairment loss is recorded against the caption "Investment properties amortization" in the statement of profit and loss. As of the moment in which the recorded accumulated impairment losses no longer exist, they are immediately reversed against the caption "Other operating profits" in the statement of profit and loss until the limit of the amount that would have been determined, net of amortizations or depreciations, if no impairment losses would have ever been recognized in previous years.
Investment properties disclosed fair value is determined on an annual basis by an independent appraiser (Market, Cost, Profit and Use Method models) or internally.
.
Lease contracts are classified as (i) financial lease contracts, if all or a substantial part of the risks and benefits related to possession are transferred and as (ii) operational lease contracts if all or a substantial part of the risks and benefits related to possession are not transferred.
Classification as financial lease contracts or as operational lease contracts depends on the substance of the transaction and not on the form of the contract.
Tangible fixed assets acquired under financial lease contracts and the corresponding liabilities are recorded by the financial method. Under this method the cost of the fixed assets is recorded and reflected in the balance sheet in caption of tangible fixed assets and the corresponding liability determined in accordance with the contractual financial plan are recorded like obtained financing and reflected in the balance sheet. Lease down payments are constituted by interest expenses and by the amortization of capital in accordance with the contractual financial plan, with interests recognized as expenses in the statement of profit or loss for the year to which they relate and with the depreciation of the tangible fixed assets according to their estimated useful lives, according to Note 2.3. a), except when the lease term is shorter than the estimated useful lives.
(Amounts in Euros)
For lease contracts considered as operational, the rents paid are recognized as an expense in the statement of profit or loss over the rental period (Note 26).
Goods, raw, subsidiary and consumable materials are recognized at the initial moment of their acquisition at cost. Subsequently, these are valued at average acquisition cost, which is lower than market value.
Finished and intermediate goods and work in progress are stated at production cost, which is lower than market value. Production costs include incorporated raw materials, direct labor, production overheads and external services.
Accumulated impairment losses to reduce inventories value reflect the difference between their acquisition cost and net realizable or market value, which corresponds to the price shown on market statistics.
In the case of Inventories, impairment losses are calculated on the basis of market indicators and various indicators of inventory rotation.
Government subsidies are recognized at the respective fair value when there is a solid guarantee that they will be received and that the Company will be able to accomplish the conditions required to its concession.
The subsidies related to costs incurred are registered as a gain if there is a reasonable guaranty that they will be received, if the company has already incurred in the subsidiary costs and if they fulfill the conditions for their concession.
Assets are assessed for impairment at each statement of financial position date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount (defined as the highest of the net sale price and the use value, or as the net sale price for assets held for sale), an impairment loss is recognized in the statement of profit and loss under the caption "Provisions and impairment losses". The net selling price is the amount that would be obtained from the sale of an asset in a transaction between independent entities, less the cost of the disposal. The value in use is the present value of estimated future cash flows expected to arise from the continued use of an asset and its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if not possible, for the cash-generating unit to which the asset belongs.
(Amounts in Euros)
The reversal of impairment losses recognized in previous years is recorded when it is concluded that the impairment losses recognized for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment losses previously recognized have been reversed. The reversal is recorded in the statement of profit or loss in the caption "Other operating income". However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation and amortization) had no impairment losses been recognized for that asset in prior years.
The value of Goodwill is not amortized, being tested for impairment purposes on an annual basis. The recoverable amount is determined as being the present value of estimated future cash flows that are expected to be generated by the continuous use of the asset. Impairment losses of Goodwill are recognized in the income statement in the caption "Provisions and Impairment Losses".
Goodwill impairment losses cannot be reversed.
Loan's related financial costs (interests, premiums, ancillary costs and lease interests) are recognized as financial costs in income statement of the period in which they are incurred, in accordance with the accrual principle and the effective interest rate method, except if those costs are directly related to the acquisition, construction or production of fixed assets. In this case, the referred costs are capitalized, being part of the asset cost. The capitalization of these costs begins after the beginning of the preparation of the construction or asset development activities and it is interrupted when the asset is ready to be used or when the project is suspended. Any financial income generated by loans that are directly related with a specific investment, are deducted to financial expenses elected for capitalization purposes.
Investments held by the Company are classified as follows: 'Investments measured at fair value through profit and loss', 'Loans and receivables', 'Investments held to maturity' and 'Investments available for sale'. The classification depends on the subjacent intention of the investment acquisition.
These are all the remaining assets that are not classified as held to maturity or measured at fair value through profit and loss, being classified as non-current assets. This category is included in non-current assets, except if the Board of Directors has the intention of alienate the investment within a period inferior to 12 months starting from the Statement of financial position date. At December 31, 2017 and 2016, Toyota Caetano did not have financial instruments registered in the items "Investments available for sale".
(Amounts in Euros)
To determine the fair value of a financial asset or liability, if such a market exists, the market price is applied (Level 1). A market is regarded as active if quoted prices are readily and regularly available from an exchange, broker or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. Otherwise, which is the case of some financial assets and liabilities, valuation techniques that are generally accepted in the market are used based on market assumptions (e.g.: discounted cash flow models that incorporate interest rate curves and market volatility, which is the case of derivative financial instruments) (Level 2). On the other cases, valuation techniques are used, not based on observable market data (Level 3).
Investments are all initially recognized at fair value, including transaction costs, with the exception of investments recognized at fair value through profit or loss. In this case, investments are initially recognized at fair value, and the respective transaction costs are recognized directly in the income statement.
"Available for sale investments" and "investments at fair value through profit or loss" are kept at fair value at the balance sheet date, without deducting any transaction cost that could occur until the time of disposal.
Available for sale investments representative of share capital from unquoted companies are recognized at the acquisition, taking into account the existence or not of impairment losses. It is conviction of the Board that the fair value of these investments does not differ significantly from their acquisition cost.
Gains and losses arising from a change in the fair value of investments available for sale are recorded under equity caption "Fair value reserves" until the investment is sold or disposed, or until it is determined to be impaired. At that moment, the accumulated gains or losses previously recognized in equity are transferred to profit and loss statement for the period.
The fair value of the financial investments available for sale is based on the current market prices. If the market is not net (non-listed investments), the Company records the acquisition cost, having in consideration the existence or not of impairment losses.
The Company makes evaluations if it considers that at the statement of financial position date exists clear evidence that the financial asset might be in impairment. In case of stock instruments classified as available for sale, have a significant drop or extended of its fair value inferior to its cost, it indicates that an impairment situation is occurring. If there is any evidence of impairment in "investments available for sale", the accumulated losses – calculated by the difference between the acquisition cost and the fair value deducted from any impairment loss previously recognized in the statement of profit and loss – are retrieved from the equity and recognized in the statement of profit and loss.
All purchases and sales of investments are recorded on their trade date, which is on the date the Company assumes all risks and obligations related to the purchase or sale of the asset.
The investments are derecognized if the right to receive financial flows has expired or was transferred, and consequently, all associated risks and benefits have been transferred.
(Amounts in Euros)
Accounts receivable and Other debtors not bearing interests are measured at cost, less impairment losses so that they reflect the respective net realizable value. These amounts are not discounted because its effect in the financial actualization is not considered relevant.
Accounts receivable which bear interests (namely those related to partial payments of vehicles sales) are recorded by their total amount, and the part related to interests is recorded in liabilities as a deferred income and recognized in the income statement in accordance with its maturity.
Evidence from the existence of impairment on accounts receivable exists when:
The Company uses historic information as well as information provided by the Credit and Legal Department to estimate impairment amounts.
iii) Loans
Loans are recorded as liabilities at their nominal value net of up-front expenses which are directly related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the statement of profit and loss on an accrual basis.
iv) Accounts payable and Other creditors
Accounts payable and Other creditors not bearing interests are measured at cost, less impairment losses so that they reflect the respective net realizable value. These amounts are not discounted because its effect in the financial actualization is not considered relevant.
v) Derivative financial instruments
The Company uses derivative financial instruments to cover risks of financial investments. Derivative financial instruments used by the Company (mainly interest rate swaps and currency forwards), have the specific aim of interest rate risk coverage and exchange rate risk on future transactions in foreign currency.
Derivatives are initially recognized at their cost at the date on which they are contracted, being subsequently measured at fair value. The method used to recognize fair value changes depends on the designation (or not) of derivatives for hedge accounting purposes and on the nature of the hedged item.
At December 31, 2016, Toyota Caetano only have derivative financial instruments, for which the company as not applied hedge accounting derivatives. At December 31, 2017 the Company no longer use derivative financial instruments
(Amounts in Euros)
The derivative financial instruments, for which the company as not applied hedge accounting, although contracted for economic hedging purposes, are initially recorded by the cost, which corresponds to its fair value, if any, and subsequently re-evaluated by its fair value, which variations, calculated through the evaluations made by the banks with which the Company makes the respective contracts, directly affect the items of the finance results of the consolidated income statement.
The fair value of derivatives acquired as at December 31, 2016 is presented in the Note 23.
vi) Cash and cash equivalents
Cash and its equivalents include cash on hand, bank deposits, term deposits and other treasury applications which reach their maturity within less than three months and are subject to insignificant risks of change in value.
Toyota Caetano Portugal incorporated by public deed dated December 29, 1988 the Salvador Caetano Pension Fund, with subsequent updates in February 2, 1994, April 30, 1996, August 9, 1996, July 4, 2003, February 2, 2007, December 30, 2008, December 23, 2011 and December 31, 2013.
In order to estimate its liabilities for the payment of the mentioned responsibilities, the company obtains annually an actuarial calculation of the liabilities for past services in accordance with the "Current Unit Credit Method".
Recorded liabilities as of the statement of financial position date relate to the present value of future benefits adjusted for actuarial profits or losses and/or for liabilities for past services not recognized, net of the fair value of net assets within the pension fund (Note 21). The Entity recognized remeasurement in "Other reserves". The contribution to Define Contribution Plan are recognized in expenses for the year.
Contingent liabilities are defined by the company as (i) possible obligations from past events and which existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under Toyota Caetano's control or (ii) present obligations from past events not recognized because it is not expected that an output of resources that incorporate economic benefits will be necessary to settle the obligation or its amount cannot be reliably measured.
Contingent liabilities are not recorded in the financial statements, being disclosed in the respective Notes, unless the probability of a cash outflow is remote. In these situations no disclosure is made.
Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under the company's control.
Contingent assets are not recorded in the financial statements but only disclosed when it is likely the existence of future economic benefits.
(Amounts in Euros)
In March 2007 the Company took the decision to apply to the Corporate Income Tax for the Group (RETGS) according to the articles 69th and 70th of Income Tax Code (CIRC) and beginning in 1st January 2007. In consequence, the parent company (Toyota Caetano Portugal, S.A.) shall book the income tax calculated in the Group Companies (Toyota Caetano Portugal, Caetano Auto, Saltano and Caetano Renting) in order to determine the group income tax.
The Corporate Income Tax for the year is determined based on the net profit adjusted according to the fiscal regime applicable.
Deferred income taxes are computed using the statement of financial position liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes. The deferred tax assets and liabilities are computed on an annual basis using the tax rates that are expected to be in force at the time these temporary differences are reversed.
Deferred tax assets are only recorded when there is reasonable expectation that sufficient taxable profits will arise in the future to allow their use or when there are temporary taxed differences that overcome temporary deductible differences at the time of its reversal. At the end of each year the Company reviews its recorded and unrecorded deferred tax assets which are reduced whenever their realization ceases to be likely, or recorded if it is likely that taxable profits will be generated in the future to enable them to be recovered.
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity, situations in which the corresponding deferred tax is also recorded in equity captions.
Revenues and expenses are recorded according to the accrual basis, by which they are recognized in the period to which they relate independently of when the amounts are received or paid. Differences between the amounts received and paid and corresponding income and expenses are recorded in the captions "accruals and deferrals" included in "Other current assets" and "Other current liabilities".
Income and expenses for which the actual amount is yet unknown are recorded based on the best estimate of the Board of Directors of the Company.
Revenue is recognized net of taxes and commercial discounts, by the fair value of the amount received or to be received, knowing that:
-The revenue from sales is recognized in the income statement when the significant part of risks and benefits related with the possession of assets is transferred to the acquirer, it is probable the future economic benefits will flow to the entity and these benefits can be measured reliably. -The revenue from services rendered is recognized according to the stage of completion of the transaction at the balance sheet date.
(Amounts in Euros)
All assets and liabilities, including assed and liabilities deferred tax, accomplishable or receivable in more than one year after the statement of financial position date are classified as "Non-current assets or liabilities".
Basic:
The basic earnings per share is calculated by dividing the taxable income of the shareholders by the weighted average number of common shares issued during the period, excluding the common shares acquired by the company and held as treasury shares.
Diluted:
Diluted earnings per share are calculated by dividing the profit attributable to shareholders, adjusted for the dividends of convertible preferred shares, convertible debt interest and gains and expenses resulting from the conversion, by the weighted average number of common shares issued during the period plus the average number of shares common shares issued in converting potential dilutive common shares.
In each year the Group identifies the most adequate business and geographic segments.
Information related to the identified operating segments is included in Note 25.
In that note we can find information by subsegments. For the subsegment of vehicles is presented by commercial and industry. For the subsegment of industrial equipment is present by commercial, services and rental
Assets and liabilities expressed in foreign currencies are converted to Euros at the prevailing exchange rates published by "Banco de Portugal". Favourable and unfavourable exchange differences, arising from changes between the exchange rates prevailing on the dates of the transactions and those in effect on the dates of payment, collection or as of the period, are recorded in the Income Statement.
Events occurring after the statement of financial position date which provide additional information about conditions prevailing at the time of the statement of financial position ('adjusting events') are reflected in the financial statements. Events occurring after the statement of financial position date that provide information on post-statement of financial position conditions ('non-adjusting events'), when material, are disclosed in the Notes to the financial statements.
During the preparation of the consolidated financial statements, the Board of Directors of the Company based itself in the best knowledge and in the experience of past and/or present events considering some assumptions relating to future events.
(Amounts in Euros)
Most significant accounting estimates included in attached financial statements as of December 31, 2017 and 2016 include:
a)Useful lives of tangible and intangible assets; b)Registration of adjustments to the assets values (accounts receivable and inventories) and provisions; c)Impairment tests performed to goodwill and sensibility tests (Note 7); d)Discharge of the fair value of derivative financial instruments; and e)Clearance of responsibilities with Pension complements (Note 21).
The underlying estimations and assumptions were determined based in the best knowledge existing at the date of approval of the financial statements of the events and transactions being carry out as well as in the experience of past and/or present events. Nevertheless, some situations may occur in subsequent periods which, not being predicted at the date of approval of the financial statements, were not consider in these estimations. The changes in the estimations that occur after the date of the financial statements shall be corrected in a foresight way. Due to this fact and to the uncertainty degree associated, the real results of the transactions may differ from the corresponding estimations. Changes to these estimates, which occur after publication of these consolidated financial statements, will be corrected in a prospective way, in accordance with IAS 8. The assumptions with the greatest impact on the estimates mentioned above are the discount rate used for the purposes of calculating the pension liabilities and the Goodwill impairment, and the mortality table used for the purposes of calculating the pension liabilities
The main significant judgments and estimations and assumptions relating to future events included in the preparation of the financial statements are described in the related notes to the financial statements.
The Company's activity is exposed to a variety of financial risks, such as market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. These risks arise from the unpredictability of financial markets that affect the capacity of projected cash flows and profits subject to a perspective of long term ongoing. Management seeks to minimize potential adverse effects that derive from that uncertainty in its financial performance.
The financial risks management is controlled by Toyota Caetano financial department, according to the policies established by the Group Board of Directors. The Board of Directors has established the main principles of global risk management as well as specific policies for some areas, as interest rate risk and credit risk.
As a geographically diversified Group, with subsidiaries located in Cape Verde, the exchange rate risk is mainly the result of commercial transactions, arising from the purchase and sale of products and services in a currency that is different from the functional currency of each company.
The exchange rate risk management policy seeks to minimize the volatility of the investments and operations denominated in foreign currencies, contributing to reduce the sensitivity of the Group's results to exchange rate fluctuations. The Group's exchange rate management policy is focused on a case-by-case assessment of the opportunity to hedge this risk, taking into account, particularly, the specific circumstances of the currencies and countries in question.
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to exchange rate variations.
(Amounts in Euros)
ii)Interest rate risk
As a result of the relevant proportion of debt at variable rate in its Consolidated Balance Sheet, and of the subsequent interest payment cash flows, Toyota Caetano is exposed to interest rate risk.
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to interest rate variations.
iii)Liquidity risk
The goal of Toyota Caetano's liquidity risk management is to ensure that the company has the ability to obtain, in a timely manner, the necessary funding to be able to undertake its business activities, implement its strategy and meet its payment obligations when due, while avoiding the need to obtain funding under unfavorable terms.
For this purpose, the Company's liquidity management involves the following aspects:
a) A consistent financial planning based on operating cash flow forecasts for different time horizons (weekly, monthly, annual and multi-annual);
b) The diversification of funding sources;
c) The diversification of the maturities of the debt issued in order to avoid excessive concentrations of debt repayments in short periods of time;
d) The arrangement of committed (and uncommitted) credit facilities, commercial paper programs, and other types of financial operations with relationship Banks, ensuring the right balance between satisfactory liquidity levels and adequate commitment fees.
iv)Credit risk
Toyota Caetano's credit risk is mainly associated with loans to customers, related to its operating activity.
The main goal of Toyota Caetano's credit risk management is to ensure the effective collection of the operating receivables from its Customers, according to the negotiated payment terms.
In order to mitigate the credit risk that results from the potential customer-related defaults on payments, the Group's companies that are exposed to this risk have:
• A specific Credit Risk analysis and monitoring department;
• Proactive credit management processes and procedures that are implemented and always supported by information systems;
• Hedging mechanisms (credit insurance, letters of credit, etc.).
The credit quality of bank deposits on December 31, 2017 can be summarize as follow:
| Bank Deposits Rating | Rating Agencies | Bank Deposits |
|---|---|---|
| A1 | Moody's | 97.528 |
| A3 | Moody's | 97.726 |
| Aa2 | Moody's | 3.944 |
| Aa3 | Moody's | 7.038 |
| B1 | Moody's | 8.497.688 |
| B3 | Moody's | 115.293 |
| Baa3 | Moody's | 4.646.248 |
| Caa1 | Moody's | 456.043 |
| Others without rating | 218.145 | |
| Total | 14.139.653 |
(Amounts in Euros)
The ratings presented correspond to ratings assigned by the rating agency Moody's.
During the year ended as of December 31, 2017, there were no changes in accounting policies and no material mistakes related with previous periods were identified.
As of 31 December 2017 and 31 December 2016 cash and cash equivalents detail was the following:
| DEC/17 | DEC/16 | |
|---|---|---|
| Money Bank Deposits at Immediate Disposal |
85.767 14.139.653 |
85.032 8.569.948 |
| Cash and Cash Equivalents | 14.225.420 | 8.654.980 |
During 2017 and 2016, the movement in tangible fixed assets as well as in the accumulated depreciation were as follows:
| Land | Buildings and Other Constructions |
Machirnery and Equipments |
Vehicles | Administrative Equipment |
Other Fixed Assets |
Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|
| 3.946.027 | 32.532.697 | 52.466.703 | 46.580.487 | 6.131.880 | 2.942.475 | 9.400 | 144.609.667 |
| 44.036 | 220.363 | 10.313.500 | 76.336 | 26.819 | 23.056 | 10.704.110 | |
| (4.684) | (7.826.678) | (7.831.363) | |||||
| - | |||||||
| 3.946.027 | 32.576.733 | 52.682.382 | 49.067.308 | 6.208.216 | 2.969.294 | 32.456 | 147.482.415 |
| - | 29.587.661 | 49.519.987 | 27.540.038 | 6.055.999 | 2.864.599 | - | 115.568.285 |
| 396.032 | 774.725 | 6.041.565 | 55.277 | 24.641 | 7.292.239 | ||
| (4.684) | (5.585.629) | (5.590.313) | |||||
| - | 29.983.693 | 50.290.028 | 27.995.974 | 6.111.276 | 2.889.240 | - | 117.270.211 |
| 3.946.027 | 2.593.040 | 2.392.354 | 21.071.334 | 96.940 | 80.054 | 32.456 | 30.212.204 |
| Dec/2016 | Land | Buildings and Other Constructions |
Machirnery and Equipments |
Vehicles | Administrative Equipment |
Other Fixed Assets |
Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|---|
| Gross: | ||||||||
| Final Balance 31/12/2015 | 3.946.027 | 32.482.677 | 52.089.751 | 42.176.138 | 6.067.444 | 2.909.440 | 397.459 | 140.068.937 |
| Increases | 111.822 | 10.328.384 | 64.435 | 33.035 | 9.400 | 10.547.075 | ||
| Disposals | (5.924.035) | (5.924.035) | ||||||
| Transfers and Write-offs | 50.019 | 265.130 | (397.459) | (82.310) | ||||
| Final Balance 31/12/2016 | 3.946.027 | 32.532.697 | 52.466.703 | 46.580.487 | 6.131.880 | 2.942.475 | 9.400 | 144.609.667 |
| Depreciations: | ||||||||
| Final Balance 31/12/2015 | 29.156.443 | 48.578.059 | 25.976.858 | 6.016.608 | 2.839.761 | 112.567.729 | ||
| Increases | 431.218 | 941.928 | 5.902.436 | 39.391 | 24.839 | 7.339.812 | ||
| Transfers, Disposals and Write-offs | (4.339.255) | (4.339.255) | ||||||
| Final Balance 31/12/2016 | - | 29.587.661 | 49.519.987 | 27.540.038 | 6.055.999 | 2.864.599 | - | 115.568.285 |
| Net Value | 3.946.027 | 2.945.035 | 2.946.716 | 19.040.449 | 75.880 | 77.875 | 9.400 | 29.041.382 |
As at 31 December 2017 and 2016 the tangible fixed assets used under finance lease are resented as follows:
| Dec/2017 | |||
|---|---|---|---|
| Acquisition value | Depreciations | Current values | |
| Tangible Fixed Assets Industrial equipment |
|||
| 32.794.866 | (14.631.521) | 18.163.346 | |
| Dec/2016 | |||
| Acquisition value | Depreciations | Current values | |
| Tangible Fixed Assets Industrial equipment |
|||
| 26.322.631 | (10.040.184) | 16.282.447 |
As at 31 December 2017 and 31 of December of 2016, the caption "Investment properties" correspond to real estate assets detained by Toyota Caetano in order to obtain income through its lease or increase in value. These assets are measured at acquisition cost.
Gains associated to Investment properties are registered in the caption "Other Gains" and they ascended to 3.338.592 Euros in the period ended in 31 December 2017 (3.400.831 Euros in 31 December 2016) (Note 28).
In accordance with external appraisals done in the end of 2012, 2014, 2015 2016 and 2017 by independent experts and in accordance with evaluation criteria usually accepted for real estate markets (Market Method, Cost Method, Return Method and Use Method), the fair value of those investment properties amounts to 56,8 million Euros, approximately ( 56,9 million Euros in 2016).
The Board of Directors is convinced that there is no significant change in the fair value of those investment properties in 2017 believing that are valid the appraisals done.
| The detail of investment properties in 2017 and 2016: |
|---|
| ------------------------------------------------------- |
| Dec/2017 | Dec/2016 | ||||||
|---|---|---|---|---|---|---|---|
| Buildings | Place | Carrying Amount |
Fair value | Appraisal | Carrying Amount |
Fair value | Appraisal |
| Industrial Facilities Industrial Facilities Industrial Facilities Industrial Warehouse Commercial Facilities Land Commercial Facilities |
V.N. Gaia V.N. Gaia Carregado V.N. Gaia Lisboa Leiria Cascais Cascais Prior Velho Loures Vila Franca Xira Benavente |
3.019.591 249.386 5.038.392 841.109 1.141.201 355.125 108.640 251.205 2.943.103 193.024 414.300 |
8.692.000 788.000 19.218.000 6.077.000 1.300.000 797.000 834.000 950.000 15.717.000 849.000 1.648.000 |
Internal Internal Internal Internal Internal Internal Internal Internal External Internal Internal |
3.236.940 261.219 5.086.938 942.873 1.170.590 355.125 116.985 264.592 2.943.103 197.073 436.378 110.868 |
8.692.000 788.000 19.218.000 6.077.000 1.247.000 797.000 834.000 950.000 15.550.000 849.000 1.648.000 302.000 |
External Internal External External Internal Internal Internal Internal Internal Internal Internal Internal |
| 14.555.076 | 56.870.000 | 15.122.686 | 56.952.000 |
During 2017 and 2016, the movements occurred in the investment properties as well as in the accumulated depreciation were as follows:
| Land | Buildings and Other Constructions |
Total |
|---|---|---|
| 9.782.682 | 32.006.383 | 41.789.065 - |
| (69.293) | (207.878) | (277.170) |
| - | ||
| 9.713.389 | 31.798.505 | 41.511.895 |
| - | 26.666.379 | 26.666.379 |
| 456.742 | 456.742 | |
| (166.302) | (166.302) | |
| - | 26.956.819 | 26.956.819 |
| 9.713.389 | 4.841.687 | 14.555.076 |
| Dec/2016 | Land | Buildings and Other Constructions |
Total |
|---|---|---|---|
| Gross: | |||
| Final Balance 31/12/2015 Increases |
9.782.682 | 32.006.384 | 41.789.066 - |
| Disposals | - | ||
| Transfers and Write-offs | - | ||
| Final Balance 31/12/2016 | 9.782.682 | 32.006.384 | 41.789.066 |
| Depreciations: | |||
| Final Balance 31/12/2015 | 26.204.441 | 26.204.441 | |
| Increases | 461.939 | 461.939 | |
| Transfers, Disposals and Write-offs | - | ||
| Final Balance 31/12/2016 | - | 26.666.380 | 26.666.380 |
| Net Value | 9.782.682 | 5.340.004 | 15.122.686 |
.
(Amounts in Euros)
The movements in the period ended at 31 December, 2017 are due to the disposal of the commercial facility located in Porto Alto, Benavente, with matrix Article U-005843-A.
During 2017, didn't occur any changes to the Goodwill value.
The caption "Goodwill" is related with BT Activity (forklifts) resulting from Movicargo´s acquisition in 2008, whose activity was transferred to the parent company Toyota Caetano Portugal.
The Goodwill is not amortized, being tested annually for impairment.
For impairment test's purposes, the recoverable amount was determined in accordance with the Value in Use, through the discounted cash flows model and based on business plans carried out by people in charge, being approved by management. The discount rate used is considered to represent the risks inherent to the business.
In 31 December 2017, the main assumptions of the test are as follows:
| Industrial Equipment Division | |
|---|---|
| Goodwill | 611.997 |
| Cash Flows Projection Period | 5 years |
| Growth Rate (g) (1) | 2% |
| Discount Rate (2) | 8,68% |
(1) Growth rate used to extrapolate cash flows beyond the period considered in the business plan
(2) Discount rate applied to projected cash flows
The Board, supported by the estimated discounted cash flows, concluded that on December 31, 2017, the net book value of assets, including goodwill (612 thousand of Euros), does not exceed its recoverable amount (18 million of Euros).
The projections of cash flows were based on historical performance and on expectations of improved efficiency. The management believe that a possible change (within a normal scenario) in key assumptions used in calculating the recoverable amount will not result in impairment losses.
During 2017 and 2016, the movements in intangible assets were as follows:
| Dec/2017 | Research & Develepment Expenses |
Software | Total | |
|---|---|---|---|---|
| Gross: | ||||
| Final Balance 31/12/2016 | 1.477.217 | 1.164.919 | 2.642.136 | |
| Increases | 21.645 | 21.645 | ||
| Disposals | (11.662) | (11.662) | ||
| Transfers and Write-offs | - | |||
| Final Balance 31/12/2017 | 1.477.217 | 1.174.902 | 2.652.119 | |
| Depreciations: | ||||
| Final Balance 31/12/2016 | 957.375 | 1.055.632 | 2.013.007 | |
| Increases | 492.406 | 61.065 | 553.471 | |
| Transfers, Disposals and Write-offs | (3.887) | (3.887) | ||
| Final Balance 31/12/2017 | 1.449.781 | 1.112.810 | 2.562.591 | |
| Net Value | 27.437 | 62.092 | 89.528 | |
| Dec/2016 | Research & Develepment Expenses |
Software | Total |
|---|---|---|---|
| Gross: | |||
| Final Balance 31/12/2016 | 1.394.907 | 1.010.272 | 2.405.179 |
| Increases | 154.647 | 154.647 | |
| Disposals | - | ||
| Transfers and Write-offs | 82.310 | 82.310 | |
| Final Balance 31/12/2017 | 1.477.217 | 1.164.919 | 2.642.136 |
| Depreciations: | |||
| Final Balance 31/12/2016 | 464.969 | 997.894 | 1.462.863 |
| Increases | 492.406 | 57.738 | 550.144 |
| Transfers, Disposals and Write-offs | - | ||
| Final Balance 31/12/2017 | 957.375 | 1.055.632 | 2.013.007 |
| Net Value | 519.842 | 109.287 | 629.129 |
(Amounts in Euros)
In 31 December 2017 and 31 December 2016, the financial investments were as follows:
| CAETANO AUTO CAETANO AUTO CV | SALTANO | EQUITY METHOD AJUSTAMENTS |
TOTAL | ||
|---|---|---|---|---|---|
| Balance 31 December 2015 | 15.496.930 | 4.726.369 | 18.735.625 | 64.418 | 39.023.342 |
| Acquisitions | 171 | 171 | |||
| Disposal | |||||
| Gains/Losses | 384.551 | 107.472 | 672.913 | (257.280) | 907.656 |
| Dividends Received | (1.624.908) | (1.624.908) | |||
| Other Capital Movements | 1.837 | 145 | 2 | 17.694 | 19.678 |
| Others (atuarial losses) | (872.868) | (981.938) | 725.024 | (1.129.782) | |
| Balance 31 December 2016 | 15.010.621 | 3.209.077 | 18.426.602 | 549.856 | 37.196.156 |
| Acquisitions | |||||
| Disposal | |||||
| Gains/Losses | 1.545.584 | 289.093 | 1.704.816 | (146.423) | 3.393.070 |
| Dividends Received | |||||
| Other Capital Movements | 247.218 | 247.218 | |||
| Balance 31 December 2017 | 16.556.205 | 3.498.170 | 20.131.418 | 650.651 | 40.836.444 |
The gains and losses from group companies shown in Income Statement (2.330.890 Euros) include:
| Gains in financial investments - Equity method | 3.393.070 |
|---|---|
| Intercompany margin deferral (Note 20) | -1.062.180 |
| 2.330.890 |
The share of capital held in Subsidiaries can be summarized as follows:
| Caetano Auto | Caetano Auto CV | Saltano | ||||
|---|---|---|---|---|---|---|
| Dec/17 | Dec/16 | Dec/17 | Dec/16 | Dec/17 | Dec/16 | |
| Equity | 35.753.909 | 32.416.147 | 4.305.942 | 3.950.120 | 20.135.482 | 18.430.288 |
| Net Income | 3.337.762 | 830.457 | 355.851 | 132.290 | 1.705.195 | 673.048 |
| % Direct | 46,31% | 46,31% | 81,24% | 81,24% | 99,98% | 99,98% |
| % Indirect | 98,40% | 98,41% | 81,24% | 81,24% | 99,98% | 99,98% |
Subsidiaries' financial position and net income can be summarized as follows:
| Dec/2017 | |||||||
|---|---|---|---|---|---|---|---|
| Caetano Auto | Caetano Auto CV | Saltano | |||||
| Assets | |||||||
| Current | 79.643.872 | 6.255.499 | 2.041.338 | ||||
| Non-Current | 46.825.112 | 1.326.277 | 21.673.269 | ||||
| Liabilities | |||||||
| Current | 83.620.907 | 3.176.956 | 3.579.125 | ||||
| Non-Current | 7.094.168 | 98.878 | |||||
| Equity | 35.753.909 | 4.305.942 | 20.135.482 | ||||
| Sales | 212.093.511 | 12.649.730 | |||||
| Operational Income | 4.519.938 | 548.386 | -5.608 | ||||
| Financial Income | -11.567 | -43.973 | |||||
| Net Income | 3.337.762 | 355.851 | 1.705.195 |
| Dec/2016 | |||||||
|---|---|---|---|---|---|---|---|
| Caetano Auto | Caetano Auto CV | Saltano | |||||
| Assets | |||||||
| Current | 66.644.229 | 8.973.708 | 2.049.100 | ||||
| Non-Current | 47.781.219 | 1.442.634 | 19.961.574 | ||||
| Liabilities | |||||||
| Current | 74.398.428 | 6.383.839 | 3.580.387 | ||||
| Non-Current | 7.610.873 | 82.383 | |||||
| Equity | 32.416.147 | 3.950.120 | 18.430.288 | ||||
| Sales | 185.940.532 | 10.757.901 | |||||
| Operational Income | 976.265 | 225.194 | 671.997 | ||||
| Financial Income | -316.697 | -21.983 | |||||
| Net Income | 830.457 | 132.290 | 673.048 |
During the period ended in December 31, 2017 and 2016 the movements in Other Financial Assets were as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Other Financial Assets | ||
| Balance at 01/01/2017 | 3.492.302 | 3.492.302 |
| Acquisitions During the Period | ||
| Other Regularizations | ||
| Balance at 31/12/2017 | 3.492.302 | 3.492.302 |
| Other Financial Assets | DEC/2017 | DEC/2016 |
|---|---|---|
| Non-current Investments in small private companies |
59.504 | 59.504 |
| Current Loan to group companies (Note 31) |
3.432.799 | 3.432.799 |
| 3.492.302 | 3.492.302 |
The caption Investments in small companies regards to small investments already existing at Caetano Components that were transferred in result of the closing of the Company.
Both financial assets are measured at amortized cost less impairment losses.
The Board believes that the carrying amount of investments in small private companies is roughly near its fair value.
As of 31 December 2017 and 31 December 2016, inventories detail was the following:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Goods | 45.144.905 | 40.511.618 |
| Raw materials | 10.413.228 | 9.307.008 |
| Finished and Intermediate goods | 4.432.510 | 1.466.863 |
| Work in Progress | 1.054.373 | 849.960 |
| 61.045.015 | 52.135.449 | |
| Lost of impairments - Goods | ||
| 61.045.015 | 52.135.449 | |
The cost of goods sold and consumed as of 31 December 2017 and 31 December 2016 was as follows:
| DEC/2017 | DEC/2016 | |||||
|---|---|---|---|---|---|---|
| Goods | Raw materials | Total | Goods | Raw materials | Total | |
| Opening Balances | 40.511.618 | 9.307.008 | 49.818.626 | 45.952.257 | 10.080.953 | 56.033.209 |
| Purchases | 236.996.229 | 33.446.028 | 270.442.257 | 194.777.814 | 30.169.577 | 224.947.390 |
| Closing Balances | 45.144.905 | 10.413.228 | 55.558.132 | 40.511.618 | 9.307.008 | 49.818.626 |
| Total | 232.362.942 | 32.339.809 | 264.702.751 | 200.218.452 | 30.943.521 | 231.161.973 |
The variation of production as of 31 December 2017 and 31 December 2016 was as follows:
| Finished and Intermediate Goods and Work in Progress |
|||
|---|---|---|---|
| DEC/2017 DEC/2016 |
|||
| Opening Balances | 5.486.883 | 2.316.823 | |
| Closing Balances | 2.316.823 | 2.684.601 | |
| Total | 3.170.060 | (367.778) | |
As of 31 December 2017 and 31 December 2016 Accounts Receivable detail was the following:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| CURRENT ASSETS |
CURRENT ASSETS |
|
| Accounts Receivable, Current Accounts | 106.649.580 | 101.938.955 |
| Accounts Receivable, Doubtful Accounts | 5.458.117 | 5.723.947 |
| 112.107.697 | 107.662.902 | |
| Lost of impairments (Note 22) | (5.412.762) | (5.702.310) |
| 106.694.935 | 101.960.592 | |
| Dec/2017 | - 60 days | 60-90 days | 90-120 days | + 120 days | Total |
|---|---|---|---|---|---|
| Customers | 65.956.762 | 9.047.351 | 4.649.109 | 20.520.712 | 100.173.934 |
| Personnel | 338 | 36.658 | 36.995 | ||
| Independent Dealers | 6.318.241 | 77.652 | 42.758 | 6.438.651 | |
| Accounts Receivable | 72.275.340 | 9.125.002 | 4.649.109 | 20.600.128 | 106.649.580 |
| Dec/2016 | - 60 days | 60-90 days | 90-120 days | + 120 days | Total |
|---|---|---|---|---|---|
| Customers | 60.446.229 | 9.257.712 | 5.211.200 | 20.067.198 | 94.982.339 |
| Personnel | 12 | 1.117 | 13.000 | 42.372 | 56.502 |
| Independent Dealers | 6.636.689 | 256.228 | (571) | 7.769 | 6.900.115 |
| Accounts Receivable | 67.082.930 | 9.515.057 | 5.223.629 | 20.117.339 | 101.938.955 |
| Dec/2017 | $-60$ days | 60-90 days | 90-120 days | $+120$ days | Total |
|---|---|---|---|---|---|
| Accounts Receivable | 9.807.482 | 1.026.141 | 278.462 | 4.970.584 | 16.082.670 |
| Accounts Receivable, Related Parties | 27.260.362 | 8.293.227 | 4.379.884 | 15.393.735 | 55.327.207 |
| Total | 37.067.844 | 9.319.368 | 4.658.346 | 20.364.319 | 71.409.877 |
| Dec/2016 | $-60$ days | 60-90 days | 90-120 days | $+120$ days | Total |
| Accounts Receivable | 11.596.685 | 1.001.415 | 400.747 | 12.345.800 | 25.344.647 |
| Accounts Receivable, Related Parties | 24.211.955 | 8.491.207 | 5.071.126 | 13.169.796 | 50.944.084 |
| Total | 35.808.640 | 9.492.622 | 5.471.873 | 25.515.596 | 76.288.731 |
| Dec/2017 | - 60 days | 60-90 days | 90-120 days | + 120 days | Total |
|---|---|---|---|---|---|
| Doubtful Accounts | 10.760 | 3.587 | 3.587 | 5.440.184 | 5.458.117 |
As of 31 December 2017 and 31 December 2016 Other Credits detail was the following:
| Other Currents Assets | CURRENT | ||
|---|---|---|---|
| DEC/2017 | DEC/2016 | ||
| Down Payments | 352.181 | 392.062 | |
| Shareholders - RETGS (Note 31) | 2.102.357 | 896.210 | |
| 2.454.538 | 1.288.272 | ||
Other Current Assets detail at 31 December 2017 and 2016 is as follows:
| DEC/2017 | DEC/2016 |
|---|---|
| 1.447.500 | 932.100 |
| 242.733 | 40.523 |
| 15.296 | 14.585 |
| 42.924 | 24.370 |
| 1.748.452 | 1.011.579 |
| 370.226 | 106.937 |
| 100.358 | 75.058 |
| 230.449 | 260.457 |
| 701.033 | 442.453 |
| 2.449.484 | 1.454.032 |
(Amounts in Euros)
Income Tax
The Company is subject to Corporate income (IRC) at the rate of 21% for the taxable income, plus local tax at the rate of 1,5% resulting in a tax rate, aggregated of a maximum of 22,5%.
In accordance with current legislation the Company tax returns are subject to review and correction by the tax authorities during a period of four years, except when there are fiscal losses, fiscal benefits have been given, or is in course inspections or claims, situations here the periods are increased of suspended. Consequently, the tax returns since 2013 are still subject to review. The Board of Directors of Toyota Caetano believes that any corrections resulting from reviews/inspections by the tax authorities to the tax returns open to inspection, will not have a significant effect on the financial statements of this Company.
Under Article 88 of the Corporate Income Tax Code, companies based in Portugal are also subject to autonomous taxation on a set of expenses at the rates provided in the mentioned article. For fiscal years beginning on or after January 1, 2010, taxable income in excess of 1,5 Million Euros and 7,5 Million Euros, have an additional income tax of 3%, exceeding 7,5 Million Euros and up to 35 Million an additional Income tax of 5% and taxable profit calculated in excess of more than 35 Million Euros an additional Income of 7%.
In March 2007 the Company took the decision to apply to the Corporate Income Tax for the Group (RETGS) according to the articles 69th and 70th of Income Tax Code (CIRC) and beginning in 1st January 2007. In consequence, the parent company (Toyota Caetano Portugal, S.A.) shall book the income tax calculated in the Group Companies (Toyota Caetano Portugal, Caetano Auto, Saltano and Caetano Renting) in order to determine the group income tax.
As of 31 December 2017 and 31 December 2016 Income tax detail was the following:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Corporate Income Tax for the Year (estimate) Corporate Income Tax for the Year (payments in advance) for the year Corporate Income Tax for the Year (RETGS) |
-2.178.552 599.661 -69.824 |
-1.311.145 728.060 635.401 |
| -1.648.715 | 52.316 |
The current tax can be decomposed as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Income taxes in year Deferred income taxes |
2.178.552 135.017 |
1.311.145 428.927 |
| 2.313.568 | 1.740.072 |
(Amounts in Euros)
The reconciliation of the earnings before taxes of the years ended at 31 December, 2017 and 2016 can be analyzed as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Income Before Taxes | 11.651.874 | 7.690.828 |
| National tax expense | 22,50% | 22,50% |
| Teorical Tax Expenses | 2.621.672 | 1.730.436 |
| Non-fiscal expenses | 149.040 | 173.447 |
| Penalities | 34.431 | |
| Reversion of impairment losses taxed | (16.004) | |
| Equity Method | (2.330.890) | (626.455) |
| Non-fiscal gains | (28.425) | (66.107) |
| Accounting Capital Gains | (1.591.234) | (1.299.761) |
| 50% fiscal Capital Gains | 829.692 | 649.881 |
| Fiscal Capital Gains | 16.499 | |
| Fiscal Benefits | (76.113) | (76.668) |
| Corrent Tax | 1.814.163 | 1.353.485 |
| Addicional Income tax | 109.209 | 126.681 |
| Local tax | 129.583 | 96.677 |
| State tax | 214.166 | 148.355 |
| Deferred tax | (88.569) | 14.874 |
| Effective Tax Expenses | 2.178.552 | 1.740.072 |
Amounts and nature of the assets and liabilities for deferred taxes recorded in the financial statements as of 31 December 2017 and 2016 can be analyzed as follows:
| Reflected in income Inicial statement |
Reflected in equity | Final | ||||
|---|---|---|---|---|---|---|
| 2017 | Balance | Decrease | Increase | Decrease | Increase | Balance |
| Deferred Tax Assets | ||||||
| Provisions | 287.442 | 96.002 | 191.440 | |||
| Fiscal Losses | 88.569 | 88.569 | 0 | |||
| Defined Benefit Plan Liabilities | 1.129.395 | 1.129.395 | ||||
| Valluation of financial instruments | 6.396 | 6.396 | - | |||
| 1.511.801 | - | 190.967 | - - |
1.320.835 | ||
| Deferred Tax Liabilities | ||||||
| 40% of depreciation as a result of legal | 48.576 | (7.093) | 41.483 | |||
| Effect of the reinvestments of the gains infixed assets sales | 165.772 | (48.857) | 116.916 | |||
| 214.348 | - | (55.950) | - - |
158.398 |
(Amounts in Euros)
| Inicial | Reflected in income statement |
Reflected in equity | Final | ||||
|---|---|---|---|---|---|---|---|
| 2016 | Balance | Decrease | Increase | Decrease | Increase | Balance | |
| Deferred Tax Assets | |||||||
| Provisions | 287.442 | 287.442 | |||||
| Fiscal Losses | 502.621 | 414.053 | 88.568 | ||||
| Defined Benefit Plan Liabilities | 775.150 | 354.245 | 1.129.395 | ||||
| Valluation of financial instruments | 21.270 | 14.874 | 6.396 | ||||
| 1.586.482 | - | 428.927 | 354.245 | - | 1.511.801 | ||
| Deferred Tax Liabilities | |||||||
| 40% of depreciation as a result of legal | 48.576 | 48.576 | |||||
| Effect of the reinvestments of the gains infixed assets sales | 165.772 | 165.772 | |||||
| 214.348 | - | - | - - |
214.348 |
Under current legislation in Portugal the carry-forward of tax losses for the years still outstanding, is as follows:
i) Tax losses generated in 2012 and 2013: 5 years
ii) Tax losses generated in 2014 and 2016: 12 years
As of 31 December 2017 and 2016, Toyota Caetano share capital was represented by 35.000.000 bearer shares, totally subscribed and realized, with a nominal value of 1 Euro.
The identification of corporate entities with more than 20% of issued capital was as follows:
| - Salvador Caetano Auto (S.G.P.S.), S.A | 65,08% |
|---|---|
| - Toyota Motor Europe NV/SA | 27,00% |
In 2017 were distributed dividends in amount of 5.250.000 Euros as a result of application of net income of 2016.
The Board of Directors will propose that a dividend shall be paid in the amount of 7.000.000 Euros. This proposal must be approved in the next General Shareholders Meeting.
The legal reserve is already fully incorporated under the commercial legislation (20% of the share capital), so it is no longer required that a minimum of 5% of annual net profit is destined for its endowment. This reserve is not available for distribution, except in case of dissolution of the Company, but may be used in share capital increases or used to absorb accumulated losses once other reserves have been exhausted.
(Amounts in Euros)
The amount considered in "Adjustments to financial assets" refers to the results not appropriated by the Equity Method not yet distributed and to the transition adjustments of the initial application of the Equity Method.
The revaluation reserves cannot be distributed to the shareholders, except if they are completely depreciated and if the respective assets that were revaluated have been alienated.
The distributable amount in Equity, excluding Net Income is 69.100.748 Euros, includes in Other reserves and in Retained Earnings.
In accordance with the provisions laid down in article 376 (1-b) of the Código das Sociedades Comerciais (Commercial Companies Code), we propose the following allocation for 2017's profits obtained in the financial year, amounting to Euros 9.338.304,78 stated in the individual financial statements of Toyota Caetano Portugal:
a) To non-distributable reserves by profits recognized in investments in subsidiaries resulting from the application of the equity method.
Eur 2.330.889,90
As of 31 December 2017 and 2016, loans can be detailed as follows:
| DEC/2017 | DEC/2016 | ||||||
|---|---|---|---|---|---|---|---|
| Corrent | Non-Current | TOTAL | Corrent | Non-Current | TOTAL | ||
| Bank Loans | 5.000.000 | - | 5.000.000 | - | |||
| Mutual Loans | 7.000.000 | 10.000.000 | 17.000.000 | 6.210.526 | 17.000.000 | 23.210.526 | |
| Confirming | - | - | 9.930.536 | 9.930.536 | |||
| Commercial Paper | 34.400.000 | - | 34.400.000 | 12.800.000 | 12.800.000 | ||
| Leasing | 5.159.955 | 14.951.241 | 20.111.196 | 4.045.860 | 13.350.204 | 17.396.064 | |
| 51.559.955 | 24.951.241 | 76.511.196 | 32.986.922 | 30.350.204 | 63.337.126 | ||
(Amounts in Euros)
During 2017 the following movements occurred in of bank loans, overdrafts, other loans and Commercial Paper Programs:
| OPENING | FINAL | |||
|---|---|---|---|---|
| BALANCES | INCREASES | DISPOSALS | BALANCES | |
| Bank Loans | - | 5.000.000 | 5.000.000 | |
| Mutual Loans | 23.210.526 | 6.210.526 | 17.000.000 | |
| Confirming | 9.930.536 | 9.930.536 | - | |
| Commercial Paper | 12.800.000 | 44.500.000 | 22.900.000 | 34.400.000 |
| Leasing | 17.396.064 | 7.022.706 | 4.307.574 | 20.111.196 |
| 63.337.126 | 56.522.706 | 43.348.636 | 76.511.196 | |
As of December 31, 2017 and 2016, the detail of bank loans, overdrafts, other loans and Commercial Paper Programs is as follows:
| DEC/17 | Used amount | Limit |
|---|---|---|
| Current Bank Loan Overdrafts Mutual Loans Commercial Paper |
5.000.000 7.000.000 34.400.000 |
5.000.000 4.000.000 7.000.000 39.400.000 |
| Leasing | 5.159.955 51.559.955 |
5.159.955 60.559.955 |
| Non-current Mutual Loans Leasing |
10.000.000 14.951.241 24.951.241 76.511.196 |
10.000.000 14.951.241 24.951.241 85.511.196 |
| DEC/16 | Used amount | Limit |
|---|---|---|
| Current Bank Loan Overdrafts Confirming Mutual Loans Commercial Paper Leasing |
9.930.536 6.210.526 12.800.000 4.045.860 32.986.922 |
3.000.000 4.000.000 10.000.000 6.210.526 27.800.000 4.045.860 55.056.386 |
| Non-current Mutual Loans Leasing |
17.000.000 13.350.204 30.350.204 63.337.126 |
17.000.000 13.350.204 30.350.204 85.406.590 |
Despite the deadline of more than one year, commercial paper contracts are considered in the short-term as is considered that these contracts mature on the dates of the complaint.
The item "Leasing" (current and non-current) include liabilities for leasing contracts, related to the purchase of facilities and equipment.
The detail of this caption, as well as the reimbursement plan can be summarized as follows:
| Non-current | ||||||||
|---|---|---|---|---|---|---|---|---|
| Contract | Leasing | Current | 2019 | 2020 | 2021 | > 2021 | TOTAL | TOTAL |
| Diverse | Industrial Equipment Capital |
5.159.955 | 5.458.210 | 4.204.281 | 3.231.596 2.057.154 | 14.951.241 | 20.111.196 | |
| Total Capital | 5.159.955 | 5.458.210 | 4.204.281 | 3.231.596 | 2.057.154 | 14.951.241 | 20.111.196 | |
| Total Juros | 611.976 | 411.082 | 225.045 | 107.447 | 34.015 | 777.588 | 1.389.564 |
The maturity of the outstanding loans as per December 31, 2017 can be detailed as follows:
| DEC/2017 | < 1year | 1 - 3 years | 3 - 5 years | > 5 years | Total | |
|---|---|---|---|---|---|---|
| Bank Loans | 5.000.000 | - | - | - | 5.000.000 | |
| Mutual Loans | 7.000.000 | - | 10.000.000 | - | 17.000.000 | |
| Commercial Paper | 34.400.000 | - | - | - | 34.400.000 | |
| Leasing | 5.159.955 | 12.894.087 | 2.057.154 | - | 20.111.196 | |
| Total | 51.559.955 | 12.894.087 | 12.057.154 | - | 76.511.196 | |
The interest payment plan are as follows:
| Interest Aging | 2018 | 2019 | 2020 | 2021 | > 2021 | Total |
|---|---|---|---|---|---|---|
| Mutual Loans | 396.188 | 220.521 | 221.125 | 54.375 | 34.015 | 892.208 |
| Leasing | 611.976 | 411.082 | 225.045 | 107.447 | 1.389.564 |
As of 31 December 2017 and 2016 this caption was composed of current accounts with suppliers, which end at short-term.
As of December 31, 2017 and 2016 the detail of other creditors was as follows:
| Other creditors | CURRENT | ||
|---|---|---|---|
| DEC/2017 | DEC/2016 | ||
| Down Payments | 295.026 | 92.758 | |
| Public Entities | 9.886.665 | 9.936.592 | |
| Shareholders | 10.618 | 12.052 | |
| Other Accounts Payable | 180.856 | 93.902 | |
| 10.373.165 | 10.135.303 | ||
The caption for Public Entities at December 31, 2017 and 2016 is as follows:
| DEC/2017 | ||
|---|---|---|
| DEC/2016 | ||
| Income Taxes Withheld | 153.509 | 160.573 |
| Value Added Taxes | 7.392.891 | 8.033.189 |
| Employee's Social Contributions | 239.568 | 250.628 |
| Local Taxes | 233.680 | 230.717 |
| Others | 1.867.017 | 1.261.486 |
| 9.886.665 | 9.936.592 | |
As of December 31, 2017 and 2016 the detail of other current liabilities was as follows:
| DEC/2017 | DEC/2016 | ||
|---|---|---|---|
| Creditors for accrued expenses | |||
| Vacations pay and Bonus | 1.962.660 | 2.012.709 | |
| Sales Campaigns | 4.526.941 | 3.670.380 | |
| Interest | 126.409 | 120.885 | |
| Anticipaded costs related with sold vehicles | 1.209.909 | 689.185 | |
| Insurance | 392.790 | 134.194 | |
| Car tax related with disposed vehicles not registered | 451.103 | 743.009 | |
| Warranty claims | 48.249 | 53.338 | |
| Personnel | 599.657 | 601.136 | |
| Publicity | 47.701 | 151.824 | |
| Anticipaded costs related with other suplies | 423.167 | 583.455 | |
| Royalties | 69.579 | 71.284 | |
| Amounts payable already passed to Group Companies | 667.807 | ||
| Others | 12.000 | ||
| 9.870.166 | 9.499.205 | ||
| Deferrals | |||
| Maintenance Vehicles Contracts | 6.128.021 | 4.969.360 | |
| Subsidies | 501.360 | 501.360 | |
| Debtors interest | 3.715 | 5.827 | |
| Signage to be charged to dealers | 37.657 | 35.301 | |
| Intercompany margin deferral | 2.776.125 | 1.713.945 | |
| Others | 120.798 | 355.132 | |
| 9.567.676 | 7.580.925 | ||
| 19.437.842 | 17.080.130 | ||
(Amounts in Euros)
Toyota Caetano (together with other associated and related companies) incorporated, by public deed dated December 29, 1988, the Salvador Caetano Pension Fund, which was subsequently updated in February 2, 1994, December 29, 1995, April 30, 1996, August 9, 1996, July 4, 2003, December23, 2002, July 4, 2003, February 2, 2007, December 30, 2008, December 23, 2011 and December 31, 2013.
The Pension Fund was set up to, while Toyota Caetano maintains the decision to make contributions to the referred fund, provide employees (beneficiaries), at their retirement date, the right to a pension complement, which is not subject to update and is based on a percentage of the salary, among other conditions setting up a defined benefit plan. To cover these liabilities, an Autonomous Fund (which is managed by GNB - Sociedade Gestora de Fundo de Pensões, S.A.) is set up.
In sequence of a request to change the condition of that pension complement made near the "ISP - Instituto de Seguros de Portugal" the defined benefit plan as of January 1,2008, only the current retired workers and ex-employees with acquired rights, as well as for all the current employees with more than 50 years and more than 15 years of service of the company.
The actuarial presumptions used by the fund manager include the Mortality Table and disability TV 73/77 and SuisseRe 2001, respectively, as well as well as salary increase rate, pensions increase rate and average rate of return of 1%, 0% and 1,6% to 2017, respectively (1%, 0% and 1,6% to 2016).
The variation of the Fund responsibilities of the Company with the Defined benefit plan in 2017 and 2016 can be summarized as follows:
| Responsibilities at January 1, 2016 | 20.126.920 |
|---|---|
| Cost of the current services | 39.172 |
| Cost of interest | 739.415 |
| (Gains) and actuarial losses | 1.574.421 |
| Pension payment | -1.541.830 |
| Transfers | 596.767 |
| Others | -571.451 |
| Responsibilities at December 31, 2016 | 20.963.414 |
| Responsibilities at January 1, 2017 | 20.963.414 |
| Cost of the current services | 37.921 |
| Cost of interest | 335.415 |
| (Gains) and actuarial losses | 217.819 |
| Pension payment | -1.555.367 |
| Transfers | |
| Others | |
| Responsibilities at December 31, 2017 | 19.999.202 |
The allocation during 2017 and 2016 to both plans (Defined benefit plan and Defined contribution plan) can be summarized as follows:
| Defined Benefit Plan |
Defined Contribution Plan |
Total | |
|---|---|---|---|
| Fund's Value at January 1, 2016 | 16.593.166 | 4.438.036 | 21.031.202 |
| Contributions | 641.808 | 213.897 | 855.705 |
| Real recovery of the plan assets | 188.670 | 73.923 | 262.593 |
| Pension payment (Benefit payments) | -1.541.830 | -27.960 | -1.569.790 |
| Transfers between Members | 489.176 | 48.719 | 537.895 |
| Used amounts from the CD account (Reserve Account) | 8.643 | -8.643 | 0 |
| Fund's Value 31 December de 2016 | 16.379.632 | 4.737.972 | 21.117.604 |
| Fund's Value at January 1, 2017 | 16.379.632 | 4.737.972 | 21.117.604 |
| Contributions | 188.200 | 128.751 | 316.951 |
| Real recovery of the plan assets | 1.203.268 | 370.141 | 1.573.409 |
| Pension payment (Benefit payments) | -1.555.367 | -9.716 | -1.565.083 |
| Transfers between Members | -14.894 | -14.894 | |
| Used amounts from the CD account (Reserve Account) | 0 | ||
| Fund's Value 31 December de 2017 | 16.215.733 | 5.212.254 | 21.427.987 |
At 31 December 2017 and 2016, the Pension Fund's portfolio that covers the defined benefit plan was as follows:
| PORTFOLIO | % | Value | % | Value |
|---|---|---|---|---|
| DEC/2017 | DEC/2016 | |||
| Stocks | 9,6% | 1.556.710 | 9,6% | 1.572.445 |
| Bonds | 38,2% | 6.196.032 | 38,2% | 6.258.657 |
| Real Estate | 38,2% | 6.194.410 | 38,2% | 6.257.019 |
| Cash | 11,7% | 1.890.754 | 11,7% | 1.909.865 |
| Other Assets | 2,3% | 376.205 | 2,3% | 381.645 |
| Total | 100,0% | 16.215.733 | 100,0% | 16.379.632 |
The evolution of the pension fund's value and Toyota Caetano Portugal's responsibilities related with the defined benefit plan are as follows:
| Defined benefit plan | 2017 | 2016 |
|---|---|---|
| Responsibility's Values | 19.999.202 | 20.963.414 |
| Fund Value | 16.215.733 | 16.379.632 |
The Toyota Caetano Portugal responsibilities shown above was safeguarded through the creation of an accrual of costs for about 5,6 million Euros (5,8 million Euros in 31 December 2016) reflected in the Balance sheet caption of Pension Fund Liabilities.
During 2017 and 2016, the following movements occurred in impairments:
(Amounts in Euros)
| DEC/2017 | OPENING BALANCES |
INCREASES | DISPOSALS | WRITE-OFFS | FINAL BALANCES |
|---|---|---|---|---|---|
| Doubtful Accounts Receivable | 5.702.310 | 38.907 | (312.450) | (16.004) | 5.412.762 |
| DEC/2016 | OPENING BALANCES |
INCREASES | DISPOSALS | WRITE-OFFS | FINAL BALANCES |
| Doubtful Accounts Receivable | 5.767.873 | 21737 | (80.816) | (6.484) | 5.702.310 |
Although these derivatives were contracted for interest rate hedging purposes as well as funding cost optimization, they haven't been designated for hedge accounting. Thus, they are measured at fair value through profit or loss.
The fair value of these derivative financial instruments at December 31, 2016 was negative at 28.425 Euros and comprises an exposure of 4.210.526 Euros, since 22 December, 2016 for a period of three months.
These derivatives' valuation were provided at 31 December 2016 by the bank with whom they were contracted, taking into account future cash flows and risk estimates.
Toyota Caetano hold these instruments until their maturities that occured in June 2017.
Sales and services rendered by geographic markets, in 2017 and 2016, was as follows:
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|---|---|---|
| National Market | Var (%) | External Market Var (%) |
Total | Var (%) | |||||
| Light Vehicles | 207.449.592 | 180.177.699 | 15% | 45.512.562 | 40.871.133 | 11% | 252.962.154 | 221.048.831 | 14% |
| Heavy Vehicles | 593.433 | 505.885 | 17% | 593.433 | 505.885 | 17% | |||
| Industrial Vehicles | 16.440.743 | 13.978.593 | 18% | 668.803 | 95.305 | 602% | 17.109.546 | 14.073.898 | 22% |
| Spare Parts and Accessories | 37.829.771 | 34.413.789 | 10% | 599.767 | 557.584 | 8% | 38.429.537 | 34.971.372 | 10% |
| Others | 4.112.393 | 3.822.124 | 8% | 3.937 | 371 | 962% | 4.116.330 | 3.822.494 | 8% |
| 265.832.498 | 232.392.204 | 14% | 47.378.501 | 42.030.277 | 13% | 313.210.999 | 274.422.481 | 14% |
For the periods ended December 31, 2017 and 2016, the reporting by segments is as follows:
| NATIONAL | EXTERNAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DEC/2017 | Vehicles | Industrial Equipament | Vehicles | Industrial Equipament | TOTAL | |||||||
| Industry | Commercial | Commercial | Services | Rental | Others | Industry | Commercial | Commercial | Services | Rental | ||
| PROFITS | ||||||||||||
| External sales | 20.231 | 244.668.661 | 16.440.742 | 4.702.864 | 39.348.115 | 7.333.207 | 668.804 | 28.375 | 313.210.999 | |||
| Suplementary income | 12.216.763 | 9.980 | 12.226.743 | |||||||||
| INCOME | ||||||||||||
| Operational income | 3.471 | 5.302.783 | 1.121.037 | 2.757.623 | 996.694 | 1.036.192 | 86.229 | 8.518 | 7.562 | 4.109 | 11.324.219 | |
| Financial income | 63 | 1.742.497 | 38.515 | 16.965 | 44.121 | 133.482 | 25.275 | 2.175 | 104 | 38 | 2.003.235 | |
| Gains in subsidiaries | 2.330.890 | 2.330.890 | ||||||||||
| Net income | 2.561 | 2.677.394 | 813.677 | 2.060.012 | 716.001 | 2.330.890 | 678.521 | 45.816 | 4.768 | 5.606 | 3.060 | 9.338.305 |
| OTHER INFORMATION | ||||||||||||
| Total assets | 31.457.616 | 168.619.552 | 9.918.159 | 1.752.076 | 25.403.933 | 40.836.444 | 277.987.779 | |||||
| Total liabilities | 7.736.010 | 110.451.028 | 2.043.834 | 313.210 | 26.731.462 | 147.275.544 | ||||||
| Investments in subsidiaries (1) | 40.589.226 | 40.589.226 | ||||||||||
| Capital Expenditur (2) | 194.884 | 1.054.479 | 117.514 | 6.999.186 | 8.366.063 | |||||||
| Depreciation (3) | 1.218.162 | 1.949.324 | 72.020 | 69.214 | 4.993.731 | 8.302.452 |
| NATIONAL | EXTERNAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DEC/2016 | Vehicles | Industrial Equipament | Vehicles | Industrial Equipament | TOTAL | |||||||
| Industry | Commercial | Commercial | Services | Rental | Others | Industry | Commercial | Commercial | Services | Rental | ||
| PROFITS | ||||||||||||
| External sales | 285.115 | 214.471.048 | 13.996.633 | 3.657.449 | 35.053.246 | 6.881.355 | 77.265 | 371 | 274.422.481 | |||
| Suplementary income | 11.876.807 | 18.040 | 11.894.847 | |||||||||
| INCOME | ||||||||||||
| Operational income | 1.054 | 6.713.750 | 2.068.493 | 1.647.438 | 1.038.448 | -2.454.943 | 227.450 | 4.279 | 258 | 10.781 | 9.257.009 | |
| Financial income | 1.769 | 1.923.340 | 43.205 | 7.728 | 46.941 | 144.320 | 25.069 | 194 | 1 | 70 | 2.192.636 | |
| Gains in subsidiaries | 626.455 | 626.455 | ||||||||||
| Net income | -714 | 3.927.894 | 1.660.634 | 1.344.479 | 812.986 | 626.455 | -2.599.263 | 165.942 | 3.350 | 211 | 8.783 | 5.950.756 |
| OTHER INFORMATION | ||||||||||||
| Total assets | 37.044.761 | 175.695.607 | 11.737.461 | 1.740.309 | 26.932.956 | 253.151.094 | ||||||
| Total liabilities | 5.897.441 | 94.951.102 | 2.047.764 | 295.256 | 23.582.821 | 126.774.382 | ||||||
| Investments in subsidiaries (1) | 37.196.156 | 37.196.156 | ||||||||||
| Capital Expenditur (2) | 41.492 | 1.931.288 | 24.412 | 7.119.751 | 9.116.941 | |||||||
| Depreciation (3) | 1.304.240 | 2.120.877 | 67.544 | 43.557 | 4.815.675 | 8.351.893 | ||||||
At 31 December 2017 and 2016, supply expenses were as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Subcontracts | 71.077 | 63.177 |
| Specialized Services | 27.342.318 | 21.955.306 |
| Professional Services | 3.318.486 | 3.192.095 |
| Advertising | 18.901.545 | 14.035.925 |
| Vigilance and Security | 391.617 | 293.076 |
| Professional Fees | 708.036 | 663.951 |
| Comissions | 43.943 | 81.208 |
| Repairs and Maintenance | 970.623 | 822.717 |
| Others | 3.008.067 | 2.866.334 |
| Materials | 11.251.552 | 8.646.302 |
| Energy and Fluids | 1.020.033 | 955.890 |
| Travel and Transportation | 2.556.213 | 2.338.275 |
| Traveling Expenses | 1.259.263 | 1.137.104 |
| Personnel Transportation | 92.895 | 90.386 |
| Transportation of Materials | 1.204.055 | 1.110.784 |
| Other Supplies | 2.499.018 | 2.146.518 |
| Rent | 420.398 | 415.019 |
| Communications | 469.332 | 449.960 |
| Insurance | 793.711 | 571.669 |
| Royalties | 420.680 | 334.109 |
| Notaries | 10.671 | 16.296 |
| Cleaning and Comfort | 384.225 | 359.466 |
| 44.740.211 | 36.105.468 | |
(Amounts in Euros)
At 31 December 2017 and 2016, payroll expenses were as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Payroll - Management | 371.368 | 357.349 |
| Payroll - Other Personnel | 9.133.635 | 9.524.331 |
| Benefit Plans | 797.652 | 885.001 |
| Termination Indemnities | 508.886 | 118.937 |
| Social Security Contributions | 3.020.705 | 3.130.626 |
| Workmen's Insurance | 211.685 | 288.513 |
| Others | 1.570.866 | 2.042.515 |
| 15.614.797 | 16.347.273 | |
During the years ended as of December 31, 2017 and 2016, the average number of personnel was as follows:
| ITEMS | DEC/2017 | DEC/2016 |
|---|---|---|
| Employees | 364 | 382 |
| Production Personnel | 154 | 157 |
| 518 | 539 | |
As of 31 December, 2017 and 2016, the captions "Other Expenses" and "Other Gains" were as follows:
| Other Gains | DEC/2017 | DEC/2016 |
|---|---|---|
| Lease Equipment | 12.226.743 | 11.894.847 |
| Rents charged | 3.338.592 | 3.400.831 |
| Subsidies | 2.006.972 | 2.503.662 |
| Advertising expenses and sales promotion recovered | 2.793.801 | 2.303.720 |
| Gains on Inventories | 107.270 | 117.893 |
| Gains on Fixed Assets | 1.837.961 | 1.418.693 |
| Obtained Cash Discounts | 8.765 | 15.773 |
| Other | 15.049.063 | 14.546.313 |
| 37.369.167 | 36.201.733 | |
The caption Other refers provided services and warranties' recovery.
| Other Expenses | DEC/2017 | DEC/2016 |
|---|---|---|
| Tax | 606.532 | 709.360 |
| Losses on Inventories | 37.372 | 136.202 |
| Cash Discount Granted | 1.677 | 3.338 |
| Losses on Fixed Assets | 43.443 | 87.449 |
| Donations | 10.525 | 2.050 |
| Other | 8.343.343 | 8.079.168 |
| 9.042.893 | 9.017.567 | |
The caption Other Expenses includes trade incentives and bonuses granted to dealers.
As of 31 December, 2017 and 2016, the captions "Financial Income" and "Financial Expenses" were as follows:
| Interest and similar income | DEC/2017 | DEC/2016 |
|---|---|---|
| Interest | 70 | 889 |
| Losses for fair value | 28.425 | 66.107 |
| Other | 281.335 | 199.292 |
| 309.830 | 266.288 | |
| Interest and similar expenses | DEC/2017 | DEC/2016 |
|---|---|---|
| Interest | 1.701.186 | 1.814.985 |
| Other | 611.879 | 643.939 |
| 2.313.065 | 2.458.924 | |
We present below a summary table of the Company's financial instruments as of December 31, 2017 and 2016:
(Amounts in Euros)
| Financial assets and liabilities | Financial assets | Financial liabilities | |||
|---|---|---|---|---|---|
| Note | DEC/2017 | DEC/2016 | DEC/2017 | DEC/2016 | |
| Derivate Financial Instruments | 23 | 28.425 | |||
| Other Financial Investments | 10 | 3.492.302 | 3.492.302 | ||
| Accounts Receivable | 12 | 106.694.935 | 101.960.592 | ||
| Other Accounts Receivable | 13 | 2.454.538 | 1.288.272 | ||
| Loans | 17 | 76.511.196 | 63.337.126 | ||
| Other Accounts Payable | 19 | 486.500 | 198.711 | ||
| Accounts Payable | 18 | 33.491.227 | 30.179.049 | ||
| Other Current Liabilities | 20 | 17.475.182 | 15.067.421 | ||
| Cash and Cash Equivalents | 4 | 14.225.420 | 8.654.980 |
Financial assets and liabilities at fair value
| Financial assets and liabilities at fair value | ATIVOS FINANCEIROS | PASSIVOS FINANCEIROS | |||
|---|---|---|---|---|---|
| Nota | DEC/2017 | DEC/2016 | DEC/2017 | DEC/2016 | |
| Derivate Financial Instruments | 23 | 28.425 | |||
| Other Financial Investments | 10 | 3.492.302 | 3.492.302 | ||
| 3.492.302 | 3.492.302 | - | 28.425 | ||
Due and payable balances with Group and Associated companies, which, as of 31 December 2017 and 2016, were recorded in the captions "Accounts receivable", "Accounts payable", "Other financial investments" and "Shareholders", as follows:
| Accounts Receivable Accounts Payable |
31/DEC/2017 78.168.268 -157.033 |
31/DEC/2016 68.016.608 -1.074.161 |
|---|---|---|
| Shareholders | ||
| - RETGS's Companies (Note 13) . Saltano, SGPS, S.A. . Caetano Renting, S.A. . Caetano Auto, S.A. |
145.081 -494.919 2.452.195 |
147.343 -568.117 1.317.984 |
| --------------- 2.102.357 |
------------- 896.210 |
|
| Other Financial Investments (Note 10) | ||
| . Saltano, SGPS, SA. | 3.432.799 | 3.432.799 |
Accounts Receivable and Accounts Payable (Notes 12 and 18)
Balances and transactions details between Toyota Caetano Portugal and Related Parties can be summarized as follows:
| Commercial Debt | Products | Fixed Assets | Services | Others | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | Receivable | Payable | Sales | Purchases | Aquisitions | Disposals | Rendered | Obtained | Expenses | Gains | |
| Caetano Auto, S.A. | 63.513.662 | -156.926 -138.188.796 | 505.586 | 0 | -3.248.816 | 6.813.184 | 13.565.308 | -4.565.839 | |||
| Caetano Renting, S.A. | 12.375.241 | -107 | -16.937.350 | 11.972.485 | 0 | -89.361 | 46.524 | 722.580 | -547.503 | ||
| Caetano Auto CV, SA | 2.280.365 | 0 | -7.540.267 | 2.000 | 0 | 0 | 0 | 0 | -728.870 | ||
| Commercial Debt Products |
Fixed Assets | Services | Others | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | Receivable | Payable | Sales | Purchases | Aquisitions | Disposals | Rendered | Obtained | Expenses | Gains |
| Caetano Auto, S.A. | 55.817.668 | -962.786 -125.233.185 | 463.821 | 0 | -2.418.481 | 5.743.719 | 9.900.794 | -4.973.180 | ||
| Caetano Renting, S.A. | 8.639.773 | -111.374 | -13.449.962 | 12.222.486 | 0 | 45.474 | 158.041 | -464.217 | ||
| Caetano Auto CV, SA | 3.559.167 | 0 | -6.961.360 | 0 | 0 | 0 | 0 | -758.202 | ||
Intercompany balances and transactions related with accounts receivable and payable were as follows:
| Other Related Companies | Commercial Debt | Products | Fixed Assets | Services | Others | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Receivable | Payable | Sales | Purchases | Aquisitions | Disposals | Rendered | Obtained | Expenses | Gains | |
| Caetano Auto, S.A. | 63.513.662 | -156.926 -138.188.796 | 505.586 | 0 | -3.248.816 | 6.813.184 | 13.565.308 | -4.565.839 | ||
| Caetano Renting, S.A. | 12.375.241 | -107 | -16.937.350 | 11.972.485 | 0 | -89.361 | 46.524 | 722.580 | -836.813 | |
| Caetano Auto Cv, Sa | 2.280.365 | 0 | -7.540.267 | 2.000 | 0 | 0 | 0 | 0 | -439.560 | |
| Amorim, Brito & Sardinha, Lda | 530 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -2.103 | |
| Atlântica - Companhia Portuguesa de Pesca, S.A. | 5.152 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -17 | |
| Caetano Active, S.A. | 251 | 0 | -616 | 0 | 0 | 0 | 0 | 0 | -879 | |
| Caetano Aeronautic, S.A. | 200.711 | 0 | -796 | 0 | 0 | 0 | 134.145 | 84.713 | -427.328 | |
| Caetano Baviera - Comércio Automóveis, S.A. | 547.053 | -10.768 | -3.392.120 | 4.085 | 0 | 0 | 129.176 | 273.727 | -512.325 | |
| Caetano City E Active (Norte), S.A. | 397.421 | -185 | -3.149.778 | 1.756 | 0 | -57.284 | 98.275 | 199.117 | -21.120 | |
| Caetano Drive, Sport E Urban, S.A. | 4.042 | 0 | -3.379 | 0 | 0 | 0 | 0 | 0 | -8.750 | |
| Caetano Energy, S.A. | 276 | 0 | -182 | 0 | 0 | 0 | 0 | 0 | -7.713 | |
| Caetano Equipamentos, S.A. | 135 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -135 | |
| Caetano Fórmula, S.A. | 1.836 | 0 | -1.694 | 0 | 0 | 0 | 451 | 0 | -9.658 | |
| Caetano Motors, S.A. | 2.869 | 0 | -3.993 | 0 | 0 | 0 | 0 | 0 | -3.299 | |
| Caetano Move África, S.A. | 10 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -51 | |
| Caetano Parts, Lda. | 1.023 | -266 | -2.910 | 54 | 0 | 0 | 1.149 | 0 | -4.825 | |
| Caetano Power, S.A. | 1.336 | 0 | -3.388 | 0 | 0 | 0 | 0 | 0 | -3.466 | |
| Caetano Technik, S.A. | -1.749 | 0 | -1.331 | 0 | 0 | 0 | 0 | 0 | -4.272 | |
| Caetano Formula East África, S.A. | 10 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -9 | |
| Caetano Fórmula Moçambique S.A | 942 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -942 | |
| Caetanolyrsa, S.A. | 26 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -21 | |
| Caetano Retail,S.G.P.S., S.A. | 101.965 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -144.701 | |
| Caetano Squadra África, S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -42 | |
| Caetano Star, S.A. | 1.342 | -117 | -1.183 | 0 | 0 | 0 | 95 | 0 | -12.792 | |
| CaetanoBus - Fabricação de Carroçarias, S.A. | 5.648.827 | -15.420 | -31.228 | 0 | 0 | 0 | 51.229 | 4.053 | -2.506.055 | |
| Caetsu Publicidade, S.A. | 7.515 | -889.160 | 0 | 340 | 0 | 0 | 2.985.379 | 0 | -7.165 | |
| Carplus - Comércio de Automóveis, S.A. | 1.063 | 0 | -1.254 | 0 | 0 | 0 | 0 | 0 | -17.039 | |
| Choice Car, S.A. | 234 | 0 | 0 | 0 | 0 | 0 | 340 | 3.792 | -7.552 | |
| COCIGA - Construções Civis de Gaia, S.A. | 292 | -200.218 | 0 | 0 | 33.033 | 0 | 98.400 | 0 | -2.945 | |
| Covim - Soc. Agrícola, Silvícola E Imobiliária, S.A. | 34 | 0 | 0 | 0 | 0 | 0 | 6.424 | 0 | -28 | |
| Finlog - Aluguer e Comércio de Automóveis, S.A. | 1.980 | -40.367 | -306.044 | 3.004 | 0 | 0 | 473.674 | 475.011 | -29.918 | |
| Fundação Salvador Caetano | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 103 | |
| Globalwatt, (S.G.P.S.), S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -9 | |
| Grupo Salvador Caetano, (S.G.P.S.), S.A. | 42 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -217 | |
| Guérin - Rent-a-Car (Dois), Lda. | 31.756 | -64.356 | -32.148 | 64.790 | 0 | 0 | 0 | 0 | -13.595 | |
| Hyundai Portugal, S.A. | 2.733 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -23.278 | |
| Ibericar - Sociedad Iberica del Automovil, S.A. | 54.031 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -45.093 | |
| Ibericar Barcelona Premium, S.L. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 583 | |
| Ibericar Formula Campo de Gibraltar, S.L. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -264 | |
| Ibericar Gestoso, S.L. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 583 | |
| Ibericar Motors Cádiz, S.L. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -648 | |
| Ibericar Movil, S.L. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -1.009 | |
| Ibericar Reicomsa, S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -644 | |
| Lidera Soluciones, S.L. | 2.841 | 0 | 0 | 0 | 0 | 0 | 2.379 | 0 | -2.310 | |
| Lusilectra - Veiculos e Equipamentos, S.A. | 8.880 | -24.986 | -94.489 | 14.373 | 12.320 | 0 | 168.441 | 5.025 | -68.552 | |
| MDS Auto - Mediação de Seguros, S.A. | 3.216 | 0 | 450 | 0 | 0 | 0 | 0 | -6.243 | -8.650 | |
| Movicargo - Movimentação Industrial, Lda. | 1.847 | -451.933 | 0 | 704.367 | 0 | 0 | 40.501 | 8.273 | -3.227 | |
| P.O.A.L. - Pavimentações e Obras Acessórias, S.A. | 17.806 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Portianga - Comércio Internacional e Participações, S.A. | 0 | -205.026 | -3.372 | 0 | 0 | 0 | 207.615 | 192.560 | -76.662 | |
| PV Loiral- Produção de Energia, Lda. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -21 | |
| RARCON - Arquitectura e Consultadoria, S.A. | 0 | -14.722 | 0 | 0 | 0 | 0 | 75.890 | 0 | -47 | |
| Rigor - Consultoria e Gestão, S.A. | 53.361 | -567.236 | -20.216 | 0 | 73.126 | 0 | 2.511.496 | 8.010 | -289.114 | |
| Robert Hudson, LTD | 1.530 | 0 | -1.482 | 0 | 0 | 0 | 0 | 0 | -404 | |
| Salvador Caetano Auto África, (S.G.P.S.), S.A. | 26 | 0 | 0 | 0 | 0 | 0 | 0 | 83 | -47 | |
| Salvador Caetano Auto, S.G.P.S., S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -403 | |
| Salvador Caetano Capital, S.G.P.S., S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -9 | |
| Salvador Caetano Indústria (S.G.P.S.), S.A. | 26 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -21 | |
| SIMOGA - Sociedade Imobiliária de Gaia, S.A. | 1.374 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -337 | |
| Sol Green Watt, S.L. | 812 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -660 | |
| Sózó Portugal, S.A. | 3.491 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -5.270 | |
| Toyota Motor Corporation | 0 | -6.099.966 | 0 | 38.725.038 | 0 | 0 | 77.293 | 330.865 | -100.857 | |
| Toyota Motor Europe, NV/SA | 3.006.093 | -16.590.254 | -39.052.013 188.177.973 | 0 | 0 | 447.511 | 37.989 | -7.957.573 | ||
| Turispaiva - Sociedade Turística Paivense, S.A. | 271 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -1.210 | |
| VAS África (S.G.P.S.), S.A. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -153 |
As of 31 December, 2017 and 2016, Toyota Caetano had assumed the following financial commitments:
(Amounts in Euros)
| RESPONSABILITIES | DEC/2017 | DEC/2016 |
|---|---|---|
| Commitments assumed by guaranties | 1.500.000 | |
| Security guarantee | 4.000.000 | 4.000.000 |
| Other Guaranties | 1.394.118 | 1.168.684 |
| 5.394.118 | 6.668.684 | |
The financial commitments classified Security Guarantee include guarantee on imports provided to Customs Agency.
As a result of loans amounting to 17 million Euros Toyota Caetano granted the respective financial institutions mortgages on properties valued at the time of the referred loans, approximately 25,1 million Euros.
The judicial claim presented by a former agent, that was pending a decision of the appeal presented in Supreme Court, was concluded without any, as was expected by the Board of Directors, responsibility to the Company.
In September 2000 the European Commission voted on a directive regarding end-of-life vehicles and the responsibility of Producers/Distributors for dismantling and recycling them.
Producers/Distributors will have to bear at least a significant part of the cost of the take back of vehicles put on the market as of July 1, 2002 and from January 1, 2007 for vehicles put on the market.
This legislation will impact Toyota vehicles sold in Portugal. Toyota Caetano and Toyota are closely monitoring the development of Portuguese National Legislation in order to access the impact on their financial statements.
Is our conviction in face of the studies already done into the Portuguese market, and taking notice on the possible valorization of the residues from the end-of-life vehicles dismantling, that the effective impact of this legislation in the Company accounts will be reduced or null.
Meanwhile and according to the legislation introduced (Dec./Law 196/2003), the Company contracted with "ValorCar – Sociedade de Gestão de Veículos em Fim de Vida, Lda" - a licensed entity for the management of an integrated system of ELV- the transfer of the responsibilities in this process.
The company adopts the necessary measures relating to the environment, aiming to fulfil current applicable legislation.
The Toyota Caetano Board of Directors does not estimate that there are risks related to the environmental protection and improvement, not having received any infraction related to this matter during 2017.
The earnings per share for the year ended as of December 31, 2017 and 2016 were computed based on the following amounts:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Net Income | 9.338.305 | 5.950.756 |
| Number of shares | 35.000.000 | 35.000.000 |
| Earnings per share (basic and diluted) | 0,27 | 0,17 |
| Comprehensive income | 9.338.305 | 3.620.475 |
| Number of shares | 35.000.000 | 35.000.000 |
| Comprehensive income (basic and diluted) | 0,27 | 0,10 |
The remuneration of the board members in Toyota Caetano Portugal, S.A. during the years 2017 and 2016, was as follows:
| Board Members | DEC/2017 | DEC/2016 |
|---|---|---|
| Board of Directors | 352.608 | 347.183 |
| Board of Auditors | 8.400 | 8.400 |
The remuneration of the Statutory Auditor, PricewatherhouseCoopers & Associados – S.R.O.C., Lda. for 2017 and 2016, was as follows:
| DEC/2017 | DEC/2016 | |
|---|---|---|
| Total fees related statutory audit | 28.000 | 29.500 |
| Total fees for other services of fiability assurance | 1.000 | 3.500 |
| 29.000 | 33.000 | |
Since the end of 2017 to the present date, and in terms of relevant facts, no significant events occurred
(Amounts in Euros)
The financial statements were approved by the Board of Directors on 21st March 2018. According to the Portuguese Commercial Companies Code, it is possible the amended for these Financial Statements, after their approval by the Board of Directors
CHARTERED ACCOUNTANT ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA BOARD OF DIRECTORS
JOSE REIS DA SILVA RAMOS –President MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
December 2017
| dec-17 | dec-16 | dec-15 | |
|---|---|---|---|
| TURNOVER | 390 034 712 | 336 956 422 | 319 307 542 |
| CASH-FLOW | 31 139 333 | 22 814 263 | 20 569 096 |
| INTEREST AND OTHERS | 2 575 406 | 2 296 755 | 2 105 152 |
| PERSONNEL EXPENSES | 38 634 544 | 39 365 006 | 38 673 292 |
| NET INVESTMENT | 28 213 296 | 19 090 702 | 22 915 693 |
| NUMBER OF EMPLOYEES | 1 530 | 1 505 | 1 567 |
| NET INCOME WITH MINORITY INTEREST | 9 431 461 | 6 003 186 | 6 166 789 |
| NET INCOME WITH OUT MINORITY INTEREST | 9 338 305 | 5 950 756 | 6 134 247 |
| DEGREE OF AUTONOMY | 44,26% | 46,29% | 48,76% |
| ASSETS Notes 31/12/2017 31/12/2016 NON-CURRENT ASSETS Goodwill 8 611.997 611.997 Intangible Assets 5 412.847 1.077.832 Tangible Fixed Assets 6 97.821.610 86.264.400 Investment properties 7 16.363.198 17.903.011 Available for sale Financial Assets 9 3.732.500 3.483.128 Deferred tax Assets 14 2.313.378 2.194.438 Accounts Receivable 11 169.252 26.048 Total non-current assets 121.424.782 111.560.854 CURRENT ASSETS Inventories 10 96.002.214 82.791.897 Accounts Receivable 11 52.022.943 57.894.408 Other Debtors 12 6.541.709 4.151.819 Income Tax Payable 21 - 99.372 Other Current Assets 13 5.221.453 4.723.329 Cash and cash equivalents 15 17.267.570 14.556.190 Total current assets 177.055.889 164.217.015 Total assets 298.480.671 275.777.869 SHAREHOLDERS' EQUITY & LIABILITIES EQUITY Share capital 35.000.000 35.000.000 Legal Reserve 7.498.903 7.498.903 Revaluation reserves 6.195.184 6.195.184 Translation reserves (1.695.238) (1.695.238) Fair value reserves – Available for sale Financial Assets 651.818 402.446 Other Reserves 73.723.263 73.024.661 Net Income 9.338.305 5.950.756 16 130.712.235 126.376.712 Non-controlling Interests 17 1.387.418 1.294.261 Total equity 132.099.653 127.670.973 LIABILITIES NON-CURRENT LIABILITIES Loans 18 26.914.001 32.894.408 Defined Benefit Plan Liabilities 23 8.981.000 8.434.420 Provisions 24 514.525 407.105 Deferred tax liabilities 14 1.635.144 1.717.275 Total non-current liabilities 38.044.670 43.453.208 CURRENT LIABILITIES Loans 18 53.024.793 36.326.297 Accounts Payable 19 40.256.759 35.509.231 Other Creditors 20 13.207.610 11.417.744 Income Tax Receivable 21 1.716.581 - Other current liabilities 22 20.130.605 20.680.411 Defined Benefit Plan Liabilities 23 - 691.580 Derivative financial instruments 25 - 28.425 Total current liabilities 128.336.348 104.653.688 Total liabilities 166.381.018 148.106.896 Total liabilities and shareholder' equity 298.480.671 275.777.869 |
(Amounts expressed in Euros) | ||
|---|---|---|---|
The annex integrates the Balance sheet at 31 December 2017.
CHARTERED ACCOUNTANT BOARD OF DIRECTORS
ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSÉ REIS DA SILVA RAMOS – President MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
| (Amounts expressed in Euros) | ||||
|---|---|---|---|---|
| Notes | 31/12/2017 | 31/12/2016 | ||
| Operating Income: Sales Services Rendered Other Operating Income Variation of Products |
29 29 32 10 |
365.763.558 24.271.153 46.543.561 3.164.485 439.742.757 |
316.199.986 20 756 436 43 214 520 (340 128) 379 830 814 |
|
| Operating expenses: Cost of sales External Supplies and Services Payroll Expenses Depreciations and Amortizations Provisions Impairment losses Other Operating expenses |
10 30 31 5, 6 and 7 24 24 32 |
(321.111.526) (43.229.565) (38.634.544) (18.611.512) (212.991) 27.128 (2.541.205) (424.314.215) |
(274 923 739) (37 106 246) (39 365 006) (15 540 732) (257 706) (113 831) (2 958 588) (370 265 848) |
|
| Operating Results | 15.428.542 | 9 564 966 | ||
| Expense and financial losses Income and financial gains |
33 33 |
(2.608.769) 33.363 |
(2 643 285) 346 531 |
|
| Profit before tax | 12.853.136 | 7 268 212 | ||
| Income tax for the year | 26 | (3.421.674) | (1 265 026) | |
| Net profit for the period | 9.431.462 | 6 003 186 | ||
| Net profit for the period attributable to: Equity holders of the parent Non-controlling Interests |
9.338.305 93.157 9.431.462 |
5 950 756 52 430 6 003 186 |
||
| Earnings per share: | Basic from continuing operations |
27 | 0,267 | 0,170 |
| 0,267 | 0,170 | |||
| Diluted from continuing operations |
27 | 0,267 0,267 |
0,170 0,170 |
The annex integrates the Income Statement at 31 December 2017.
CHARTERED ACCOUNTANT BOARD OF DIRECTORS ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSÉ REIS DA SILVA RAMOS – President
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
| Equ ity ibu tab le t o th attr nt c e p are om pan y |
( Am ts e oun |
ed in E s) xpr ess uro |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sh are ital cap |
Leg al Re ser ves |
Rev alu atio n Re ser ves |
Tra nsl atio n res erv es |
Fai lue r va res erv es |
Oth er Re ser ves |
Tot al res erv es |
Ne t fit pro |
Su bto tal |
No roll ing ont n-c Inte ts res |
Tot al |
|
| Ba lan 31 of D mb er 2 015 at ces ece |
35. 000 .00 0 |
7.4 98. 903 |
6.1 95. 184 |
( 1.6 95. 238 ) |
382 .76 7 |
74. 490 .37 4 |
86. 871 .99 0 |
6.1 34. 247 |
128 .00 6.2 37 |
1.6 47. 295 |
129 .65 3.5 32 |
| Ch in t he iod ang es per : of Co Ap lica tion the lida ted Ne t In e 2 015 p nso com Oth Dis trib d d ivid end roll ing int ute s to ont sts ers no n-c ere – Ava ilab le f ale Fin ial Inv fai lue ch est nts or s anc me r va ang es Re ( Act ial los ) ent me asu rem uar ses |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
- - 19. 679 - 19. 679 |
6.1 34. 247 - - ( 2.3 49. 960 ) 3.7 84. 287 |
6.1 34. 247 - 19. 679 ( 2.3 49. 960 ) 3.8 03. 966 |
( 6.1 34. 247 ) - - - ( 6.1 34. 247 ) |
- - 19. 679 ( 2.3 49. 960 ) ( 2.3 30. 281 ) |
- ( 375 .24 8) - ( 30. 216 ) ( 405 .46 4) |
- ( 375 .24 8) 19. 679 ( 2.3 80. 176 ) ( 2.7 35. 745 ) |
| Co lida ted ofit for the riod t pr nso ne pe Tot al c hen siv e in e fo r th om pre com e y ear |
- - |
- - |
- - |
- - |
- 19. 679 |
- ( ) 2.3 49. 960 |
- ( ) 2.3 30. 281 |
5.9 50. 756 5.9 50. 756 |
5.9 50. 756 3.6 20. 475 |
52. 430 52. 430 |
6.0 03. 186 3.6 72. 905 |
| Tra ctio wit h e ity hol der nsa ns qu s Acq uis itio f no roll ing int ont sts n o n-c ere Dis trib d d ivid end ute s |
- - |
- - |
- - |
- - |
- - |
- ( 5.2 50. 000 ) |
- ( 5.2 50. 000 ) |
- - |
- ( 5.2 50. 000 ) |
- - |
- ( 5.2 50. 000 ) |
| Ba lan of D mb at 31 er 2 016 ces ece |
35. 000 .00 0 |
7.4 98. 903 |
6.1 95. 184 |
( ) 1.6 95. 238 |
402 .44 6 |
73. 024 .66 1 |
85. 425 .95 6 |
5.9 50. 756 |
126 .37 6.7 12 |
1.2 94. 261 |
127 .67 0.9 73 |
| Ba lan at 31 of D mb er 2 016 ces ece |
35. 000 .00 0 |
7.4 98. 903 |
6.1 95. 184 |
( 1.6 95. 238 ) |
402 .44 6 |
73. 024 .66 1 |
85. 425 .95 6 |
5.9 50. 756 |
126 .37 6.7 12 |
1.2 94. 261 |
127 .67 0.9 73 |
| Ch in t he iod ang es per : Ap lica tion of the Co lida ted Ne t In e 2 016 p nso com O the Di stri but ed div ide nds lling int to ntro sts rs – non -co ere |
- - |
- - |
- - |
- - |
- - |
5.9 50. 756 - |
5.9 50. 756 - |
( 5.9 50. 756 ) - |
- - |
- - |
- - |
| Ava ilab le f ale Fin ial Inv fai lue ch est nts or s anc me r va ang es Re ( Act ial los ) ent me asu rem uar ses |
- - - |
- - - |
- - - |
- - - |
249 .37 2 - 249 .37 2 |
- ( 2.1 54) 5.9 84. 602 |
249 .37 2 ( 2.1 54) 6.1 97. 974 |
- - ( 5.9 50. 756 ) |
249 .37 2 ( 2.1 54) 247 .21 8 |
- - - |
249 .37 2 ( 2.1 54) 247 .21 8 |
| Co lida ted ofit for the riod t pr nso ne pe Tot al c hen siv e in e fo r th om pre com e y ear |
- - |
- - |
- - |
- - |
- 249 .37 2 |
- - |
- 249 .37 2 |
9.3 38. 305 9.3 38. 305 |
9.3 38. 305 9.5 87. 677 |
93. 157 93. 157 |
9.4 31. 462 9.6 80. 834 |
| Tra ctio wit h e ity hol der nsa ns qu s Acq uis itio f no ont roll ing int sts n o n-c ere Dis trib d d ivid end ute s |
- - |
- - |
- - |
- - |
- - |
- ( 5.2 50. 000 ) |
- ( 5.2 50. 000 ) |
- - |
- ( 5.2 50. 000 ) |
- - |
- ( 5 2 50 000 ) |
| Ba lan 31 of D mb er 2 017 at ces ece |
35. 000 .00 0 |
7.4 98. 903 |
6.1 95. 184 |
( 1.6 95. 238 ) |
651 .81 8 |
73. 723 .26 3 |
86. 373 .93 0 |
9.3 38. 305 |
130 .71 2.2 35 |
1.3 87. 418 |
132 .09 9.6 53 |
The annex integrates this Statement at 31 December 2017.
CHARTERED ACCOUNTANT BOARD OF DIRECTORSALEXANDRA MARIA PACHECO GAMA JUNQUEIRA
JOSÉ REIS DA SILVA RAMOS – President MARIA ANGELINA MARTINS CAETANO RAMOSSALVADOR ACÁCIO MARTINS CAETANOMIGUEL PEDRO CAETANO RAMOSNOBUAKI FUJIIMATTHEW PETER HARRISONRUI MANUEL MACHADO DE NORONHA MENDES
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Consolidated net profit for the period, including non-controlling interests | 9.431.462 | 6.003.186 |
| Components of other consolidated comprehensive income, | ||
| that could be recycled by profit and loss: | ||
| Available for sale Financial Assets fair value changes (Note 9) | 249.372 | 19.679 |
| Components of other consolidated comprehensive income, | ||
| that could not be recycled by profit and loss: | ||
| Remeasurement (Actuarial losses gross of tax) (Note 23) | - | (2.704.205) |
| Deferred tax of actuarial losses (Note 14) | - | 354.245 |
| Consolidated comprehensive income | 9.680.834 | 3.672.905 |
| Attributable to: | ||
| Equity holders of the parent company | 9.587.677 | 3.620.475 |
| Non-controlling interests | 93.157 | 52.430 |
The annex integrates this Statement at 31 December 2017.
CHARTERED ACCONTANT BOARD OF DIRECTORS ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSÉ REIS DA SILVA RAMOS – President
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
(Amounts in Euros)
| OPERATING ACTIVITIES | 2017 | 2016 |
|---|---|---|
| Collections from Customers Payments to Suppliers Payments to Employees |
396.385.262 (373.591.503) (30.393.187) |
335.629.628 (311.678.339) (30.916.744) |
| Operating Flow | (7.599.428) | (6.965.455) |
| Payments of Income Tax Other Collections/Payments Related to Operating Activities |
(1.732.358) 5.327.277 |
225.691 29.538.422 |
| Cash Flow from Operating Activities | (4.004.509) | 22.798.658 |
| Collections from: Investments Properties Tangible Fixed Assets Interest and Other income |
935.000 1.792.530 - |
2.727.530 | - 5.158.890 397.242 |
5.556.132 | |
|---|---|---|---|---|---|
| Payments to: Investments Investments Properties Tangible Fixed Assets |
(2.154) (8.095) (3.095.119) |
(234) - (14.064.333) |
|||
| Intangible Assets | Cash Flow from Investment Activities | (61.875) | (3.167.243) (439.713) |
(284.726) | (14.349.293) (8.793.161) |
| Collections from: Loans Financial Lease |
50.029.851 7.650.092 |
57.679.943 | 26.298.944 - |
26.298.944 | |
|---|---|---|---|---|---|
| Payments to: Loans Lease Down Payments Interest and Other costs Dividends |
(42.042.299) (611.981) (2.593.981) (5.276.080) |
(50.524.341) | (25.110.526) (3.752.429) (2.612.560) (5.637.690) |
(37.113.205) | |
| Cash Flow from Financing Activities | 7.155.602 | (10.814.261) |
| Cash and Cash Equivalents at Beginning of Period (Note 15) 14.556.190 Cash and Cash Equivalents at End of Period (Note 15) 17.267.570 |
11.364.954 14.556.190 |
|---|---|
| CASH |
ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSE REIS DA SILVA RAMOS –President
CHARTERED ACCOUNTANT BOARD OF DIRECTORS MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS
MATTHEW PETER HARRISON
NOBUAKI FUJII
RUI MANUEL MACHADO DE NORONHA MENDES
(Amounts in Euros)
Toyota Caetano Portugal, S.A. ("Toyota Caetano" or "Company") was incorporated in 1946, has its headquarters in Vila Nova de Gaia, and is the Parent Company of a Group of companies ("Toyota Caetano Group" or "Group"), which mainly develop economic activities included in the automotive sector, namely the import, assembly and commercialization of vehicles, bus and coach industry, sale and rental of industrial equipment forklifts, sale of vehicles parts, as well as the corresponding technical assistance.
Toyota Caetano Portugal, S.A., belongs to the Salvador Caetano Group (led by Grupo Salvador Caetano S.G.P.S., S.A.), being held directly by Salvador Caetano Auto, S.G.P.S., S.A., since the end of the year of 2016.
Toyota Caetano Group develops its activity mainly in Portugal and Cape Verde.
Toyota Caetano shares are listed in Euronext Lisbon since October 1987.
The attached financial statements are stated in Euros (rounding by unit), as this is the functional currency used in the economic environment where the Group operates. Foreign operations and transactions are included in the consolidated financial statements in accordance with the policy described in Note 2.2 c).
The main accounting policies adopted in the preparation of the consolidated financial statements are as follows:
These financial statements relate to the consolidated financial statements of Toyota Caetano Group and were prepared according to the IFRS – International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards (IAS), as issued by the International Accounting Standards Committee ("IASC"), and its respective interpretations - IFRIC and SIC, as issued, respectively, by the International Financial Reporting Interpretations Committee ("IFRIC") and by the Standing Interpretation Committee ("SIC"), that have been endorsed by the European Union, being effective for the annual periods beginning on or after January 1, 2017.
The accompanying consolidated financial statements have been prepared on a going concern basis and having as basis the principle of the historical cost and, in the case of some financial instruments, fair value, based on the accounting records of the companies included in consolidation (Note 4).
The following standards, interpretations, amendments and revisions endorsed by the European Union and mandatory in the fiscal years beginning on or after January 1, 2017, were adopted by the first time in the fiscal year ended at December 31, 2017:
a) Changes to accounting standards that became effective as of January 1, 2017:
b) Standards that have been published and are mandatory for the accounting periods beginning on or after January 1, 2018 and were already endorsed by the European Union and the entity decide not to adopt in advance:
(i) Standards:
c) Standards (new and amendments) and interpretations that have been published and are mandatory for the accounting periods beginning on or after January 1, 2017, but are not yet endorsed by the European Union:
(i) Standards:
provided that specific conditions are fulfilled, instead of being classified at fair value through profit or loss. It is not expected impact of future adoption of this amendment on the Group financial statements.
Consolidation principles used by the Group were as follows:
a) Investments in Group companies
Investments in companies in which the Group is exposed, or has voting rights, to variable returns as a result of their involvement in these companies, and has the ability to affect those returns through the power of these companies (definition of control used by the Group), were included in the consolidated financial statements by the full consolidation method. Equity and net results corresponding to third parties participations in those companies are recorded separately in the consolidated statement of financial position and in the consolidated income statement under the caption "Non-controlling Interests". Fully consolidated companies are listed in Note 4.
When losses attributable to minority shareholders exceed non-controlling interests in shareholder's equity, the Group absorbs the excess, in proportion to the percentage held.
For business combinations, earlier than 2010, it was adopted the purchase method to account for subsidiary's acquisitions. The acquisition cost corresponds to the fair value, determined at the acquisition date, of the assets given, equity instruments issued and liabilities incurred or assumed. The identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially recognized at fair value on the acquisition date, irrespective of the existence of non-controlling interests. The surplus in the cost of acquisition relating to the fair value of the parcel of the Group of the assets identifiable acquired are registered as Goodwill. If the cost of acquisition is lower than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the Consolidated Income Statement.
For business combinations that have occurred on or after January 1, 2010, the Group has applied IFRS 3 Revised. According to the referred standard, the purchase method continues to be considered on business combinations, with the following significant changes:
It was also applied since January 1, 2010 the IAS 27 reviewed, which requires that all transactions with noncontrolling interests to be recognized on Equity, when there is no change on the control of the entity. Also, it isn't recognized goodwill or any profit or loss. When there is a loss of control on the entity, any remaining interest is remeasured at fair value, with a gain or loss being recognized on the consolidated income statement.
The results of Group companies acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or until the date of their disposal.
Adjustments to the financial statements of Toyota Caetano companies are performed, whenever necessary, in order to adapt accounting policies to those used by the Group. Intercompany balances and transactions, and dividends distributed between Group companies have been eliminated in the consolidation process.
Whenever the Group has, in substance, control over other entities created for a specific purpose, even if no share capital interest is directly held in those entities, these are consolidated by the full consolidation method.
b) Conversion of financial statements of foreign entities
Assets and liabilities in the financial statements of foreign entities are translated to Euros using the exchange rates in force at the statement of financial position date, and gains and losses as well as cash flows are translated to Euros using the average exchange rates for the year. Exchange rate differences originated after January 1, 2004 are recorded in equity under the caption "Translation reserves". The accumulated exchange differences generated before January 1, 2004 (IFRS transition date) were written-off against the caption "Other reserves".
Whenever a foreign entity is disposed, the accumulated exchange rate differences are recorded in the financial statements as a profit or loss in the disposal.
Exchange rates used in 2017 and 2016 in the translation into Euros of foreign subsidiaries were as follows:
| 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Currency | Final Exchange Rate for 2017 |
Average Exchange Rate for 2017 |
Exchange Rate at the Date of Incorporation |
Final Exchange rate for 2016 |
|||
| Caetano Auto CV, S.A. | CVE | 0,009069 | 0,009069 | 0,009069 | 0,009069 | ||
| Captions | Balance Sheet except Shareholders |
Income Statement | Share Capital | Retained Earnings |
(Amounts in Euros)
| 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Currency | Final Exchange Rate for 2016 |
Average Exchange Rate for 2016 |
Exchange Rate at the Date of Incorporation |
Final Exchange rate for 2015 |
|||
| Caetano Auto CV, S.A. | CVE | 0,009069 | 0,009069 | 0,009069 | 0,009069 | ||
| Captions | Balance Sheet except Shareholders |
Income Statement | Share Capital | Retained Earnings |
The main accounting policies used by Toyota Caetano Group in the preparation of the consolidated financial statements were as follows:
Tangible fixed assets acquired until January 1, 2004 (IFRS transition date) are recorded at deemed cost, which corresponds to its acquisition cost or its revalue acquisition cost in accordance with generally accepted accounting principles in Portugal (and in the subsidiaries countries) until that date, net of accumulated depreciation and accumulated impairment losses.
Tangible fixed assets acquired after that date is recorded at acquisition cost, net of accumulated depreciation and accumulated impairment losses.
The impairment losses detected in the tangible fixed assets realization value are registered in the year in which they are estimated by counterpart of the item "Impairment losses" of the financial statements.
Depreciation is computed on straight-line basis as from the date the asset is first used according to the following expected useful lives:
| Years | |
|---|---|
| - Buildings and other constructions | 20 - 50 |
| - Machinery and equipment | 7 - 16 |
| - Vehicles | 4 - 5 |
| - Tools and utensils | 4 - 14 |
| - Administrative equipment | 3 - 14 |
| - Other tangible assets | 4 - 8 |
Expenses with maintenance and repair costs of tangible fixed assets are recorded as a cost in the year in which they occur. The repairs of significant amount that increase the estimated usage period of the assets are capitalized and depreciated according to the assets remaining useful life.
Tangible fixed assets in progress relate to tangible assets under construction/development, and are recorded at acquisition cost deducted of impairment losses. These assets are transferred to tangible fixed assets and depreciated as from the date in which they are prepared for use and in the necessary conditions to operate according with the management.
Gains or losses arising from the disposal or write-off of tangible fixed assets are computed as the difference between the selling price and the net book value at the date of disposal/write-off, and are recorded in the statement of profit and loss as "Other operating income" or "Other operating expenses".
(Amounts in Euros)
Intangible assets are recorded at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Intangible assets are only recognized if it is likely that future economic benefits will flow to the Group, are controlled by the Group and if their cost can be reliably measured.
Research costs and expenses with new technical knowledge are recorded as costs in the statement of profit and loss when incurred.
Development costs are capitalized as an intangible asset if the Group has proven technical feasibility and ability to finish the development and to sell/use such assets and it is likely that those assets will generate future economic benefits. Development expenses which do not fulfil these requirements are recorded as an expense in the period in which they are incurred.
Internal expenses related to software maintenance and development are recorded as costs in the statement of profit and loss, except in situations in which these expenses are directly related to projects from which it is likely that future economic benefits will flow to the Group. In such circumstances, these expenses are capitalized as intangible assets.
Intangible assets are amortized on a straight-line basis over a period of three to five years.
The amortization charge for each period of intangible assets shall be recognized in profit or loss in item "Depreciations and amortizations".
Investment properties which relate to real estate assets held to obtain income through its lease or for capital gain purposes, and not for use in production, external supplies and services or for administrative purposes, are recorded at its acquisition cost, being the respective fair value disclosed in the Notes to the financial statements (Note 7).
Whenever these assets fair value is lower than the respective acquisition cost, an impairment loss is recorded against the caption "Impairment losses" in the statement of profit and loss. As of the moment in which the recorded accumulated impairment losses no longer exist, they are immediately reversed against the caption "Impairment losses" in the statement of profit and loss until the limit of the amount that would have been determined, net of amortizations or depreciations, if no impairment losses would have ever been recognized in previous years.
Investment properties disclosed fair value is determined on an annual basis by an independent appraiser (Market, Cost and Profit Method models).
Lease contracts are classified as (i) financial lease contracts, if all or a substantial part of the risks and benefits related to possession are transferred and as (ii) operational lease contracts if all or a substantial part of the risks and benefits related to possession are not transferred.
Classification as financial lease contracts or as operational lease contracts depends on the substance of the transaction and not on the form of the contract.
Tangible fixed assets acquired under financial lease contracts, as well as the corresponding liabilities are recorded according to the financial method and, consequently, the cost of the fixed asset is recorded in tangible fixed assets captions and the corresponding responsibility as leasing captions. Lease down payments are constituted by interest expenses and by the amortization of capital in accordance with the contractual financial plan, with interests recognized as expenses in the statement of profit or loss for the year to which they relate and with the depreciation of the tangible fixed assets according to their estimated useful lives, according to Note 2.3.a), except when the lease term is shorter than the estimated useful lives.
For lease contracts considered as operational, the rents paid are recognized as an expense in the statement of profit or loss over the rental period (Note 35).
(Amounts in Euros)
Goods, raw, subsidiary and consumable materials are recognized at the initial moment of their acquisition at cost. Subsequently, these are valued at average acquisition cost, which is lower than market value.
Finished and intermediate goods as well as work in progress are stated at production cost, which is lower than market value. Production costs include the cost with raw materials, direct labor, production overheads and external services.
Accumulated impairment losses to reduce inventories value reflect the difference between their acquisition cost and net realizable or market value, which corresponds to the price shown on market statistics.
Government subsidies are recognized at the respective fair value when there is a solid guarantee that they will be received and that the Company will be able to accomplish the conditions required to its concession.
The subsidies related to costs incurred are registered as a gain if there is a reasonable guaranty that they will be received, if the company has already incurred in the subsidiary costs and if they fulfill the conditions for their concession.
Assets are assessed for impairment at each statement of financial position date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount (defined as the highest of the net sale price and the use value, or as the net sale price for assets held for sale), an impairment loss is recognized in the statement of profit and loss under the caption "Impairment losses". The net selling price is the amount that would be obtained from the sale of an asset in a transaction between independent entities, less the cost of the disposal. The value in use is the present value of estimated future cash flows expected to arise from the continued use of an asset and its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if not possible, for the cash-generating unit to which the asset belongs.
The reversal of impairment losses recognized in previous years is recorded when it is concluded that the impairment losses recognized for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment losses previously recognized have been reversed. The reversal is recorded in the statement of profit or loss in the caption "Impairment losses". However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation and amortization) had no impairment losses been recognized for that asset in previous years.
The value of Goodwill is not amortized, being tested for impairment purposes on an annual basis. The recoverable amount is determined as being the present value of estimated future cash flows that are expected to be generated by the continuous use of the asset. Impairment losses of Goodwill are recognized in the income statement in the caption "Impairment Losses".
Goodwill impairment losses cannot be reversed.
(Amounts in Euros)
Loan's related financial costs (interests, premiums, ancillary costs and lease interests) are recognized as financial costs in income statement of the period in which they are incurred, in accordance with the accrual principle and the effective interest rate method, except if those costs are directly related to the acquisition, construction or production of fixed assets. In this case, the referred costs are capitalized, being part of the asset cost. The capitalization of these costs begins after the beginning of the preparation of the construction or asset development activities and it is interrupted when the asset is ready to be used or when the project is suspended. Any financial income generated by loans that are directly related with a specific investment, are deducted to financial expenses elected for capitalization purposes.
Provisions are recognized when and only when the Group has a present obligation (legal or constructive) resulting from a past event, whenever it is probable that, for the resolution of that obligation, there will be an outflow of resources and the amount of the obligation may be reasonably estimated. Provisions are reviewed at the date of each statement of financial position and are adjusted to reflect the best estimate of their fair value at that date (Note 24).
Investments held by the Group are classified as follows: 'Investments measured at fair value through profit and loss', 'Investments held to maturity' and 'Available for sale financial assets'. The classification depends on the subjacent intention of the investment acquisition.
These are all the remaining investments that are not classified as held to maturity or measured at fair value through profit and loss. This category is included in non-current assets, except if the Board of Directors has the intention of alienate the investment within a period inferior to 12 months starting from the statement of financial position date.
At December 31, 2017 and 2016, Toyota Caetano Group held shares of Cimóvel - Real Estate Investment Fund (Note 9).
To determine the fair value of a financial asset or liability, if such a market exists, the market price is applied (Level 1). A market is regarded as active if quoted prices are readily and regularly available from an exchange, broker or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. Otherwise, which is the case of some financial assets and liabilities, valuation techniques that are generally accepted in the market are used based on market assumptions (e.g.: discounted cash flow models that incorporate interest rate curves and market volatility, which is the case of derivative financial instruments) – Level 2. On the other cases, valuation techniques are used, not based on observable market data – Level 3.
Investments are all initially recognized at fair value, including transaction costs, with the exception of investments recognized at fair value through profit or loss. In this case, investments are initially recognized at fair value, and the respective transaction costs are recognized directly in the income statement.
"Available for sale financial assets" is kept at fair value at the balance sheet date, without deducting any transaction cost that could occur until the time of disposal.
Available for sale financial assets representative of share capital from unquoted companies are recognized at the acquisition cost, taking into account the existence or not of impairment losses. It is conviction of the Board of Directors that the fair value of these investments does not differ significantly from their acquisition cost.
(Amounts in Euros)
Gains and losses arising from a change in the fair value of available for sale financial assets are recorded under equity caption "Fair value reserves" until the investment is sold or disposed, or until it is determined to be impaired. At that moment, the accumulated gains or losses previously recognized in equity are transferred to profit and loss statement for the period.
All purchases and sales of investments are recorded on their trade date, which is on the date the Group assumes all risks and obligations related to the purchase or sale of the asset.
The fair value of the available for sale financial assets is based on the current market prices. If the market is not net (non-listed investments), the Group records the acquisition cost, having in consideration the existence or not of impairment losses. The Board of Directors believes that the fair value of these investments is not very different from the acquisition cost. The fair value of the listed investments is calculated based on the stock market closed value at statement of financial position date.
The Group makes evaluations if it considers that at the statement of financial position date exists clear evidence that the financial asset might be in impairment. In case of stock instruments classified as available for sale, have a significant drop or extended of its fair value inferior to its cost, it indicates that an impairment situation is occurring. If there is any evidence of impairment in "available for sale financial assets", the accumulated losses – calculated by the difference between the acquisition cost and the fair value deducted from any impairment loss previously recognized in the statement of profit and loss – are retrieved from the equity and recognized in the statement of profit and loss.
The investments are derecognized if the right to receive financial flows has expired or was transferred, and consequently, all associated risks and benefits have been transferred.
ii) Accounts receivables and Other debtors
Accounts receivable and Other debtors not bearing interests are measured at cost, less impairment losses so that they reflect the respective net realizable value. These amounts are not discounted because its effect in the financial actualization is not considered relevant.
Evidence from the existence of impairment on accounts receivable exists when:
The Group uses historic information as well as information provided by the Credit and Legal Department to estimate impairment amounts.
iii) Loans
Loans are recorded as liabilities at their nominal value net of up-front expenses which are directly related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the statement of profit and loss on an accrual basis.
Accounts payable and Other creditors not bearing interests are measured at cost, less impairment losses so that they reflect the respective net realizable value. These amounts are not discounted because its effect in the financial actualization is not considered relevant.
Cash and its equivalents include cash on hand, bank deposits, term deposits and other treasury applications which reach their maturity within less than three months and are subject to insignificant risks of change in value.
(Amounts in Euros)
In order to estimate its liabilities for the payment of the mentioned responsibilities, the Group obtains annually an actuarial calculation of the liabilities for past services in accordance with the "Current Unit Credit Method".
Recorded liabilities as of the statement of financial position date relate to the present value of future benefits adjusted for actuarial profits or losses and/or for liabilities for past services non-recognized, net of the fair value of net assets within the pension fund (Note 23).
The Group recognized remeasurement in "Other reserves", not being recycled for results.
l) Contingent assets and liabilities
Contingent liabilities are defined by the Group as (i) possible obligations from past events and which existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under Group's control or (ii) present obligations from past events not recognized because it is not expected that an output of resources that incorporate economic benefits will be necessary to settle the obligation or its amount cannot be reliably measured.
Contingent liabilities are not recorded in the consolidated financial statements, being disclosed in the respective Notes, unless the probability of a cash outflow is remote. In these situations, no disclosure is made.
Contingent assets are possible assets that arise from past events and whose existence will only be confirmed by the occurrence or not of one or more uncertain future events not totally under the Group's control.
Contingent assets are not recorded in the consolidated financial statements but only disclosed when it is likely the existence of future economic benefits.
m) Income taxes
Taxes on income for the year are calculated based on the Special Taxation of Groups of Companies ("RETGS"), which includes companies of Toyota Caetano Group based in Portugal: Toyota Caetano Portugal, Caetano Renting, Saltano and Caetano Auto.
The only subsidiary with headquarters in a foreign country (Caetano Auto Cabo Verde) is taxed on an individual basis and in accordance with the applicable legislation.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are not recognized when temporary differences arise from goodwill or from initial recognition of assets and liabilities other than in a business combination. Deferred tax assets and liabilities are calculated and annually reviewed using the tax rates in place or announced and thereby expected to apply at the time the temporary differences are expected to reverse.
Deferred tax assets are recognized only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognized and expected to reverse in the same period. At each balance sheet date, a review is made of the deferred tax assets recognized, which are reduced whenever their future use is no longer likely.
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity, situations in which the corresponding deferred tax is also recorded in equity captions.
n) Accrual basis
Revenues and expenses are recorded according to the accrual basis, by which they are recognized in the period to which they relate independently of when the amounts are received or paid. Differences between the amounts received and paid and corresponding income and expenses are recorded in the captions accruals and deferrals included in "Other current assets" and "Other current liabilities".
Income and expenses for which the actual amount is yet unknown are recorded based on the best estimate of the Board of Directors of the Group companies.
(Amounts in Euros)
Revenue is recognized net of taxes and commercial discounts, by the fair value of the amount received or to be received, knowing that:
Revenue of the Toyota Caetano Portugal Group is comprised of the revenue arising from the activities mentioned in Note 1.
All assets and liabilities, including assed and liabilities deferred tax, accomplishable or receivable in more than one year after the statement of financial position date are classified as "Non current assets or liabilities".
q) Balances and transactions expressed in foreign currency
Assets and liabilities stated in foreign currency were translated into Euros using applicable exchange rates as of statement of financial position date. Exchange differences, favorable and unfavorable, resulting from differences between applicable exchange rates as of the date of the transactions and those applicable as of the date of cash collection, payments or as of statement of financial position date, were recorded as gains and losses in the consolidated income statement.
r) Earnings per share policy
Basic:
The basic earnings per share is calculated by dividing the taxable income of the shareholders by the weighted average number of common shares issued during the period, excluding the common shares acquired by the company and held as treasury shares.
Diluted:
Diluted earnings per share are calculated by dividing the profit attributable to shareholders, adjusted for the dividends of convertible preferred shares, convertible debt interest and gains and expenses resulting from the conversion, by the weighted average number of common shares issued during the period plus the average number of shares common shares issued in converting potential dilutive common shares.
s) Segment information
In each year the Group identifies the most adequate business segments.
In accordance with IFRS 8, an operating segment is a Group component:
Information related to the identified operating segments is included in Note 28.
t) Subsequent events
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the financial statements. Events after the balance sheet date that are non-adjusting events, are disclosed in the notes when material.
(Amounts in Euros)
During the preparation of the consolidated financial statements, the Board of Directors of the Group based itself in the best knowledge and in the experience of past and/or present events considering some assumptions relating to future events.
Most significant accounting estimates included in attached financial statements as of December 31, 2016 and 2015 include:
The underlying estimations and assumptions were determined based in the best knowledge existing at the date of approval of the financial statements of the events and transactions being carry out as well as in the experience of past and/or present events. Nevertheless, some situations may occur in subsequent periods which, not being predicted at the date of approval of the financial statements, were not consider in these estimations. The changes in the estimations that occur after the date of the financial statements shall be corrected in a foresight way. Due to this fact and to the uncertainty degree associated, the real results of the transactions may differ from the corresponding estimations. Changes to these estimates, which occur after publication of these consolidated financial statements, will be corrected in a prospective way, in accordance with IAS 8.
The main significant judgments and estimates relating to future events included in the preparation of the financial statements are described in the related notes to the financial statements.
The company conducts sensitivity tests, in order to measure the risk inherent in these judgments and estimates.
The Group's activity is exposed to a variety of financial risks, such as market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. These risks arise from the unpredictability of financial markets that affect the capacity of projected cash flows and profits subject to a perspective of long term ongoing. Management seeks to minimize potential adverse effects that derive from that uncertainty in its financial performance.
The financial risks management is controlled by Toyota Caetano financial department, according to the policies established by the Group Board of Directors. The Board of Directors has established the main principles of global risk management as well as specific policies for some areas, as interest rate risk and credit risk.
The Group operates internationally and has a subsidiary operating in Cape Verde. The group selects a functional currency for each subsidiary (Cape Verde Escudo, for the subsidiary Caetano Auto Cabo Verde, S.A.), corresponding to the currency of the economic environment and the ones that better represents its cash flows composition. Foreign currency risk arises mainly from future commercial transactions, as a result of purchases and sales of products and services in a different currency than the functional currency used by each Company.
The Group foreign currency risk management hedge policies are decided casuistically, considering the foreign currency and country specific circumstances (as of December 31 ,2017 and 2016, this situation is not applicable to any of the Group Subsidiaries).
Foreign currency risk related to the foreign subsidiaries financial statements translation, also named translation risk, presents the impact on net equity of the Holding Company, due to the translation of foreign subsidiaries financial statements.
As mentioned in Note 2.2 c), assets and liabilities of foreign subsidiaries are translated into Euros using the exchange rates at statement of financial position date, and gains and losses of these entities are translated into Euros using the average exchange rate of the year. Resulting exchange differences are recorded in equity caption "Translation reserves".
The Group's assets and liabilities amounts (expressed in Euros) recorded in a different currency from Euro can be summarized as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Cabo Verde Escudo (CVE) | 7.581.776 | 10.416.262 | 3.275.834 | 6.383.793 | |
| Great Britain Pounds (GBP) | - | - | 31 | - | |
| Japanese Yen (JPY) | - | - | 617.636 | 408.216 | |
| Angolan Kwanza (AOA) | - | - | - | 778 | |
The sensitivity of the Group to foreign exchange rate changes can be summarized as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Variation | Profit or Loss | Equity | Profit or Loss | Equity | ||
| Cabo Verde Escudo (CVE) Japanese Yen (JPY) Angolan Kwanza (AOA) |
5% 5% 5% |
17.793 (30.882) - |
215.297 - - |
6.615 (20.411) (39) |
197.505 - - |
The group is exposed to the changing in raw material's prices used on production processes, namely auto parts. However, considering that the acquisition of those raw materials is not in accordance with a price quoted on an exchange market or formed on a volatile market, the price risk is not considered as being significant.
During 2017 and 2016, the Group has been exposed to the risk of variation of available for sale financial assets' prices. At December 31, 2017 and 2016, the referred caption is composed only by shares of the closed property investment fund Cimóvel – Fundo de Investimento Imobiliário Fechado (Real Estate Investment Fund). Due to the fact that the referred asset is classified as an available for sale financial asset, the effect of change in its fair value is recognized in accordance with the principles described on the note 2.3. j).
The Group's sensitivity to price variations in investments available for sale financial assets can be summarized as follows (increases/(decreases)):
| 2017 | 2016 | ||||
|---|---|---|---|---|---|
| Variation | Profit or Loss | Equity | Profit or Loss | Equity | |
| CIMÓVEL FUND | 10% | - | 366.576 | - | 341.639 |
| CIMÓVEL FUND | -10% | - | (366.576) | - | (341.639) |
Toyota Caetano debt is indexed to variable interest rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility on the Group's results and shareholders´ equity mitigated due to the effect of the following factors: (i) possible correlation between the market interest rate levels and economic growth, having a positive effect on the other lines of the Group's consolidated results (particularly operational), thus partially offsetting the increased financial costs ("natural hedge") and (ii) the availability of consolidated liquidity or cash, also remunerated at variable rates.
Toyota Caetano Board of Directors approves the terms and conditions of the funding, analyzing the debt structure, the inherent risks and the different options available in the market, particularly considering the type
of interest rates (fixed / variable) and, permanently monitoring conditions and alternatives existing in the market, and decides upon the contracting of occasional interest rate hedging derivative financial instruments.
The sensitivity analyses presented below was based on exposure to changes in interest rates for financial instruments at the statement of financial position date. For floating rate liabilities, the analysis is prepared assuming the following:
(i) Interest rate is superior in 0,5 p.p. than the supported interest rate.
(ii) Calculation was made using the Group's debt at the end of the year.
(iii) Spreads maintenance throughout the year.
The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some assumptions may be correlated.
| Group's sensitivity to changes in interest rates is summarized as follows (increases/(decreases)): | ||
|---|---|---|
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Variation | Net Income | Equity | Net Income | Equity | ||
| Mutual Loans | 0,5 p.p. | 35.000 | - | 21.053 | - | |
| Guaranteed account | 0,5 p.p. | 25.000 | - | 10.000 | - | |
| Bank Credits | 0,5 p.p. | 2.649 | - | 5.006 | - | |
| Commercial Paper | 0,5 p.p. | 172.000 | - | 64.000 | - | |
| Long-term Bank Loan | 0,5 p.p. | 50.000 | - | 95.000 | - | |
| Confirming | 0,5 p.p. | - | - | 49.653 | - | |
| Total | 284.649 | - | 244.712 | - | ||
| Mutual Loans | (0,5 p.p.) | (35.000) | - | (21.053) | - | |
| Guaranteed account | (0,5 p.p.) | (25.000) | - | (10.000) | - | |
| Bank Credits | (0,5 p.p.) | (2.649) | - | (5.006) | - | |
| Commercial Paper | (0,5 p.p.) | (172.000) | - | (64.000) | - | |
| Long-term Bank Loan | (0,5 p.p.) | (50.000) | - | (95.000) | - | |
| Confirming | (0,5 p.p.) | - | - | (49.653) | - | |
| Total | (284.649) | - | (244.712) | - | ||
The 2016 analysis does not include the consideration of the hedging (swap) financial instrument agreed by the Group to face the interest rates variation (Note 25).
Liquidity risk is defined as the risk that the Group could not be able to settle or meet its obligations on time or at a reasonable price.
The existence of liquidity in the Group requires the definition of some parameters for the efficient and secure management of liquidity, enabling maximization of the return obtained and minimization of the opportunity costs relating to the liquidity.
Toyota Caetano Group liquidity risk management has a threefold objective:
(i) Liquidity, which is to ensure permanent access in the most efficient way to sufficient funds to cover current payments on the respective maturity dates, as well as any unexpected requests for funds; (ii) Safety, which is the minimization of the probability of default in the repayment of any application in funds; and
(iii) Financial Efficiency, which is ensuring that the Companies maximize the value / minimize the opportunity cost of holding excess liquidity in the short-term.
All excess liquidity is applied in short-term debt amortization, according to economic and financial reasonableness criteria.
In the following table, it is presented the maturity of each financial liability, with non-discounted values, taking into consideration the most pessimistic scenario (the shortest period on which the liability becomes exigible):
| 2017 | Less than 1 year |
Between 1 and 2 years |
Between 2 and 4 years |
More than 4 Years |
Total |
|---|---|---|---|---|---|
| Loans | 53.024.793 | 5.773.821 | 8.111.293 | 13.028.887 | 79.938.794 |
| Accounts Payable | 40.256.759 | - | - | - | 40.256.759 |
| Other Creditors | 13.207.611 | - | - | - | 13.207.611 |
| 106.489.163 | 5.773.821 | 8.111.293 | 13.028.887 | 133.403.164 |
| 2016 | Less than 1 year |
Between 1 and 2 years |
Between 2 and 4 years |
More than 4 Years |
Total |
|---|---|---|---|---|---|
| Loans | 36.326.297 | 11.340.707 | 8.039.008 | 13.514.693 | 69.220.705 |
| Accounts Payable | 35.509.231 | - | - | - | 35.509.231 |
| Other Creditors | 11.417.744 | - | - | - | 11.417.744 |
| 83.253.272 | 11.340.707 | 8.039.008 | 13.514.693 | 116.147.680 |
At December 31, 2017 and 2016, the Group presents a net debt of 62.671.224 Euros and 54.664.515 Euros, respectively, divided between current and non current loans (Note 18) and cash and cash equivalents (Note 15), agreed with the different financial institutions.
The main objective of the Board is to assure the continuity of the operations, providing an adequate remuneration to shareholders and the correspondent benefits to the rest of the stakeholders of the company. For the prosecution of this objective it is fundamental that a careful management of funds invested in the business is assured, trying to keep an optimal capital structure, in order to achieve the desired reduction of the cost of capital. With the purpose of maintaining an adequate capital structure, the Board can propose to the shareholders the measures considered necessary.
The Group tries to maintain a level of equity considered adequate to the business characteristics, in order to assure continuity and expansion of the business. The capital structure balance is monitored through the financial leverage ratio (defined as net debt/ (net debt + equity)).
| 2017 | 2016 | |
|---|---|---|
| Debt | 79.938.794 | 69.220.705 |
| Cash and cash equivalents | (17.267.570) | (14.556.190) |
| Net Debt | 62.671.224 | 54.664.515 |
| Equity | 132.099.652 | 127.670.973 |
| Leverage ratio | 32,18% | 29,98% |
The gearing remains between acceptable levels, as established by management.
Credit risk refers to the risk that the counterpart will default on its contractual obligations resulting in financial loss to the Group.
The Group's exposure to the credit risk is mainly associated to the receivable accounts of its ordinary activities. Before accepting new clients, the company obtains information from credit rating agencies and makes internal analysis to the collection risk and contingent processes through specific credit and legal departments, attributing credit limits by client, based on the information received.
Risk management seeks to guarantee an effective collection of its credits in the terms negotiated without impact on the financial Group's health. This risk is regularly monitored, being Management's objective (i) to impose credit limits to customers, considering the number of days of sales outstanding, individually or on groups of customers, (ii) control credit levels and (iii) perform regular impairment analysis. The Group obtains credit guarantees whenever the customers' financial situation demands.
Regarding independent dealership customers, the Group requires guarantees "on first demand", whose amounts, as of December 31, 2017 were of, approximately, 8.020.667 Euros (8.020.667 as of December 31, 2016), and whenever these amounts are exceeded, these customers' supplies are suspended.
The adjustments for accounts receivable are calculated considering (a) the client risk profile, (b) the average time of receipt and (c) the client financial situation. The movements of these adjustments for the years ending at December 31, 2017 and 2016 are stated in Note 24.
At December 31, 2017 and 2016, the Group considers that there is no need for additional impairment losses, besides the amounts registered on those dates and stated, briefly, in Note 24.
The amount related to the customers and other debtors in financial statements, which is net of impairment losses, represents the maximum exposure of the Group to credit risk.
The following table presents, on December 31, 2017, the credit quality of bank deposits:
| Deposits Long Term Rating | Rating Agency | Value |
|---|---|---|
| A1 | Moody's | 86.851 |
| A3 | Moody's | 105.394 |
| B1 | Moody's | 10.088.591 |
| B3 | Moody's | 171.762 |
| Ba1 | Moody's | 136.859 |
| Ba3 | Moody's | 545.101 |
| Baa1 | Moody's | 156.589 |
| Baa3 | Moody's | 4.215.962 |
| Caa1 | Moody's | 489.776 |
| Others without rating assigned | Others without rating assigned | 1.147.700 |
| Total | 17.144.585 |
The ratings presented correspond to ratings assigned by the Rating Agency Moody's.
During the year ended as of December 31, 2017, there were no changes in accounting policies and no material mistakes related with previous periods were identified.
The affiliated companies included in consolidation by the full consolidation method and share of capital held as of December 31, 2017 and 2016, are as follows:
| Companies | Effective Percentage Held |
||
|---|---|---|---|
| 2017 | 2016 | ||
| Toyota Caetano Portugal, S.A. | Parent Company | ||
| Saltano - Investimentos e Gestão (S.G.P.S.), S.A. | 99,98% | 99,98% | |
| Caetano Auto CV, S.A. | 81,24% | 81,24% | |
| Caetano Renting, S.A. | 99,98% | 99,98% | |
| Caetano - Auto, S.A. | 98,40% | 98,40% |
These subsidiaries were included in the consolidated financial statements using the full consolidation method, as established in IFRS 10 – "Consolidated Financial Statements" (subsidiary control through the major voting rights and exposure to variable returns in relevant activities).
During the year ended December 31, 2017 and 2016 there was not occurred any change in the composition of the consolidation perimeter.
(Amounts in Euros)
During the year ended as December 31, 2017 and 2016, the movement in intangible assets, as well as in the respective accumulated amortization and accumulated impairment losses, was as follows:
| 2017 | ||||||
|---|---|---|---|---|---|---|
| Research and Development Expenses |
Industrial Property |
Goodwill | Computer Programs |
Intangible Assets in progress |
Total | |
| Gross Assets: | ||||||
| Opening Balances | 1.477.217 | 312.774 | 81.485 | 2.139.437 | 160.840 | 4.171.753 |
| Additions | - | 61.875 | - | 22.395 | - | 84.270 |
| Disposals and Write-offs | - | (136.111) | - | (11.662) | - | (147.773) |
| Transfers | - | 160.840 | - | - | (160.840) | - |
| Ending Balances | 1.477.217 | 399.378 | 81.485 | 2.150.170 | - | 4.108.250 |
| Accumulated Amortization and Impairment losses: |
||||||
| Opening Balances | 957.375 | 184.337 | 81.485 | 1.870.724 | - | 3.093.921 |
| Amortizations | 492.406 | 28.332 | - | 220.743 | - | 741.481 |
| Disposals and Write-offs | - | (136.111) | - | (3.888) | - | (139.999) |
| Ending Balances | 1.449.781 | 76.558 | 81.485 | 2.087.579 | - | 3.695.403 |
| Net Intangible Assets | 27.436 | 322.820 | - | 62.591 | - | 412.847 |
| 2016 | ||||||
|---|---|---|---|---|---|---|
| Research and Development Expenses |
Industrial Property |
Goodwill | Computer Programs |
Intangible Assets in progress |
Total | |
| Gross Assets: | ||||||
| Opening Balances | 1.394.907 | 284.179 | 81.485 | 2.003.979 | 60.760 | 3.825.310 |
| Additions | - | 30.000 | - | 154.646 | 100.080 | 284.726 |
| Disposals and Write-offs | - | (1.405) | - | (19.188) | - | (20.593) |
| Transfers | 82.310 | - | - | - | - | 82.310 |
| Ending Balances | 1.477.217 | 312.774 | 81.485 | 2.139.437 | 160.840 | 4.171.753 |
| Accumulated Amortization and Impairment losses: |
||||||
| Opening Balances | 464.969 | 163.243 | 81.485 | 1.655.087 | - | 2.364.784 |
| Amortizations | 492.406 | 22.499 | - | 234.825 | - | 749.730 |
| Disposals and Write-offs | - | (1.405) | - | (19.188) | - | (20.593) |
| Ending Balances | 957.375 | 184.337 | 81.485 | 1.870.724 | - | 3.093.921 |
| Net Intangible Assets | 519.842 | 128.437 | - | 268.713 | 160.840 | 1.077.832 |
(Amounts in Euros)
During the years ended as of December 31, 2017 and 2016, the movement in tangible fixed assets, as well as in the respective accumulated depreciation and accumulated impairment losses, was as follows:
| 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and Other Constructions |
Machinery and Equipment |
Transport Equipment |
Administrative Equipment |
Other Fixed Assets |
Tangible assets in Progress |
Total | |
| Gross Assets: | ||||||||
| Opening Balances | 16.471.765 | 91.068.416 | 60.432.512 | 64.700.926 | 8.124.372 | 4.370.111 | 9.400 | 245.177.502 |
| Additions | 387.033 | 1.817.873 | 711.139 | 49.425.531 | 285.336 | 81.322 | 328.696 | 53.036.930 |
| Disposals and Write-offs | (414.993) | (3.218.492) | (5.238) | (33.451.100) | - | - | - | (37.089.823) |
| Transfers | - | 17.959 | 18.800 | - | - | - | (46.354) | (9.595) |
| Ending Balances | 16.443.805 | 89.685.756 | 61.157.213 | 80.675.537 | 8.409.708 | 4.451.433 | 291.742 | 261.115.014 |
| Accumulated Depreciation and Impairment losses: |
||||||||
| Opening Balances | - | 61.185.509 | 55.591.865 | 30.504.452 | 7.512.127 | 4.119.149 | - | 158.913.102 |
| Depreciations | - | 2.129.483 | 1.045.563 | 13.822.988 | 166.205 | 64.073 | - | 17.228.312 |
| Disposals and Write-offs | - | (2.116.654) | (4.685) | (10.725.583) | - | - | - | (12.846.923) |
| Transfers | - | (1.088) | (578) | - | 71 | 507 | - | (1.088) |
| Ending Balances | - | 61.197.250 | 56.632.165 | 33.601.857 | 7.678.403 | 4.183.729 | - | 163.293.404 |
| Net Tangible Assets | 16.443.805 | 28.488.506 | 4.525.048 | 47.073.500 | 731.305 | 267.704 | 291.742 | 97.821.610 |
| 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land | Buildings and Other Constructions |
Machinery and Equipment |
Transport Equipment |
Administrative Equipment |
Other Fixed Assets |
Tangible assets in Progress |
Total | |
| Gross Assets: | ||||||||
| Opening Balances | 16.842.823 | 93.538.551 | 60.117.299 | 55.526.355 | 7.880.877 | 4.318.806 | 397.459 | 238.622.170 |
| Additions | - | 567.891 | 372.209 | 34.798.555 | 395.634 | 97.337 | 121.931 | 36.353.557 |
| Disposals and Write-offs | - | (240.645) | (322.126) | (25.623.984) | (152.139) | (46.032) | (112.531) | (26.497.457) |
| Transfers | (371.058) | (2.797.381) | 265.130 | - | - | - | (397.459) | (3.300.768) |
| Ending Balances | 16.471.765 | 91.068.416 | 60.432.512 | 64.700.926 | 8.124.372 | 4.370.111 | 9.400 | 245.177.502 |
| Accumulated Depreciation and Impairment losses: |
||||||||
| Opening Balances | - | 60.281.003 | 54.610.829 | 28.543.554 | 7.514.630 | 4.082.927 | - | 155.032.943 |
| Depreciations | - | 2.357.289 | 1.248.210 | 10.330.551 | 125.054 | 75.971 | - | 14.137.075 |
| Disposals and Write-offs | - | (56.278) | (267.174) | (8.369.653) | (127.557) | (39.749) | - | (8.860.411) |
| Transfers | - | (1.396.505) | - | - | - | - | - | (1.396.505) |
| Ending Balances | - | 61.185.509 | 55.591.865 | 30.504.452 | 7.512.127 | 4.119.149 | - | 158.913.102 |
| Net Tangible Assets | 16.471.765 | 29.882.907 | 4.840.647 | 34.196.474 | 612.245 | 250.962 | 9.400 | 86.264.400 |
In 2017, the increase recorded in "Land" and "Buildings and Other Constructions" are related to Santa Maria da Feira and Caldas da Rainha Stands.
In 2016, the transfers recorded in Land" and "Buildings and Other Constructions" are related to the transfer for Investment Properties of Castelo Branco and Viana do Castelo Stands, as well the disposals and write-offs related of several machinery and administrative equipment affect to the same facilities.
(Amounts in Euros)
In 2016, the increases recorded in buildings and basic equipment and tools, are essentially the investment made in Ovar Plant, for the production of the Land Cruiser 70 Series model LC70, for the South African market.
The movements registered in item "Transport Equipment" mainly refer to vehicles and forklifts that are being used by the Group as well as being rented, under operating lease, to clients.
As of December 31, 2017, and 2016, the assets acquired through financial leases are presented as follows:
| 2017 | ||||||
|---|---|---|---|---|---|---|
| Gross Assets |
Accumulated Depreciation |
Net Value | ||||
| Fixed Tangible Assets | 38.347.047 | 15.416.229 | 22.930.819 |
| 2016 | |||
|---|---|---|---|
| Gross Assets |
Accumulated Depreciation |
Net Value | |
| Fixed Tangible Assets | 32.586.491 | 10.939.539 | 21.646.952 |
As of December 31, 2017, and 2016, the caption "Investment properties" refers to real estate's assets held to obtain gains through its rental or for capital gain purposes. These real estate assets are recorded at acquisition cost.
Rentals related to "Investment properties" amounted to 3.550.376 Euros in the year ended as of December 31, 2017 (4.010.010 Euros 31, December 2016).
Additionally, in accordance with appraisals with reference to 2017, the fair value of those investment properties amounts to, approximately, 49 million Euros.
Management believes that a possible change (within a scenario of normal) in the main assumptions used in calculating the fair value will not result in impairment losses, beyond from losses recognized in previous years.
The real estate assets recorded in the caption "Investment properties" as of December 31, 2017 and 2016 are made up as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Net | Net | |||||
| accounting | accounting | |||||
| Location | value | Fair Value | Appraisal | value | Fair Value | Appraisal |
| Vila Nova de Gaia - Av. da República | 84.202 | 1.192.400 | internal | 84.202 | 1.192.400 | internal |
| Braga - Av. da Liberdade | 201 | 1.355.000 | internal | 406 | 1.355.000 | internal |
| Porto - Rua do Campo Alegre | 818.315 | 2.984.000 | externa | 887.680 | 2.877.000 | internal |
| Viseu - Teivas | 813.132 | 896.000 | internal | 846.876 | 896.000 | external |
| Óbidos - Casal do Lameiro | 57.867 | 1.400.000 | internal | 58.712 | 1.400.000 | internal |
| Castro Daire - Av. João Rodrigues Cabrilho | 25.512 | 58.000 | internal | 26.610 | 58.000 | internal |
| Caldas da Rainha - Rua Dr. Miguel Bombarda | 17.531 | 85.000 | internal | 17.531 | 85.000 | internal |
| Viseu - Quinta do Cano | 1.726.300 | 1.625.750 | internal/external | 1.742.162 | 2.461.740 | internal/external |
| Amadora - Rua Elias Garcia | 181.017 | 149.000 | internal | 184.476 | 149.000 | internal |
| Portalegre - Zona Industrial | 183.816 | 173.000 | internal | 188.958 | 173.000 | internal |
| Portimão - Cabeço do Mocho | 424.781 | 550.000 | external | 424.781 | 550.000 | external |
| Vila Real de Santo António - Rua de Angola | 23.911 | 83.000 | internal | 24.628 | 83.000 | internal |
| Rio Maior | 107.000 | 107.000 | internal | 107.000 | 107.000 | internal |
| S. João da Lourosa - Viseu | 456.272 | 487.030 | internal | 460.072 | 487.030 | internal |
| Vila Nova de Gaia – Av. Vasco da Gama (edifícios A e B) | 3.019.591 | 8.692.000 | internal | 3.236.940 | 8.692.000 | external |
| Vila Nova de Gaia – Av. Vasco da Gama (edifícios G) | 841.109 | 6.077.000 | internal | 942.873 | 6.077.000 | external |
| Carregado - Quinta da Boa Água / Quinta do Peixoto | 5.038.392 | 19.218.000 | internal | 5.086.939 | 19.218.000 | external |
| Lisboa - Av. Infante Santo | 1.141.201 | 1.300.000 | internal | 1.170.590 | 1.247.000 | internal |
| Vila Nova de Gaia - Rua das Pereira | 249.386 | 788.000 | internal | 261.219 | 788.000 | internal |
| Leiria - Azóia | 355.125 | 797.000 | internal | 355.125 | 797.000 | internal |
| Castelo Branco - Oficinas | 798.537 | 1.450.000 | internal | 839.678 | 1.450.000 | internal |
| Viana do Castelo - Stand e Oficinas | - | - | internal | 955.553 | 975.000 | internal |
| 16.363.198 | 49.467.180 | 17.903.011 | 51.118.170 | |||
The investment properties fair value disclosed in December 31, 2017 and December 31, 2016 was determined on an annual basis by an independent appraiser (the fair value was determined by the average of the evaluations by Market Method, Cost Method and Return Method).
In accordance to the classification of the evaluation methods mentioned above, and related with the fair value hierarchy (IFRS 13), they are classified as follows:
Additionally, as a result of all internal assessments prepared by the Group for the remaining properties and given the nonexistence of major works in 2017, the absence of relevant claims in 2017 and the lack of properties in areas of accelerated degradation, is convinced the administration of that there has been no significant change to the fair value of these properties in 2017, believing they are still valid and current values of the last external evaluation carried out in late 2012, 2013, 2014 and 2016.
The rentals obtained related to the investment properties above mentioned are disclosed in Note 32.
The movement in the caption "Investment properties" as of December 31, 2017 and 2016 was as follows:
| 2017 | |||
|---|---|---|---|
| Gross Assets: | Land | Buildings | Total |
| Opening Balances | 10.268.017 | 39.133.728 | 49.401.745 |
| Increases | - | 8.095 | 8.095 |
| Disposals and Write-offs | (132.053) | (2.224.976) | (2.357.029) |
| Transfers | - | 9.595 | 9.595 |
| Ending Balances | 10.135.964 | 36.926.442 | 47.062.406 |
| Accumulated Depreciation | Land | Buildings | Total |
| Opening Balances | - | 31.498.734 | 31.498.734 |
| Increases | - | 641.719 | 641.719 |
| Disposals and Write-offs | - | (1.442.333) | (1.442.333) |
| Transfers | - | 1.088 | 1.088 |
| Ending Balances | - | 30.699.208 | 30.699.208 |
| Net Value | 10.135.964 | 6.227.234 | 16.363.198 |
| 2016 | |||
|---|---|---|---|
| Gross Assets: | Land | Buildings | Total |
| Opening Balances | 9.916.943 | 36.133.435 | 46.050.378 |
| Increases | - | 69.182 | 69.182 |
| Transfers | 351.074 | 2.931.111 | 3.282.185 |
| Ending Balances | 10.268.017 | 39.133.728 | 49.401.745 |
| Accumulated Depreciation | Land | Buildings | Total |
| Opening Balances | - | 29.385.179 | 29.385.179 |
| Increases | - | 653.927 | 653.927 |
| Transfers | - | 1.459.628 | 1.450.970 |
| Ending Balances | - | 31.498.734 | 31.498.734 |
| Net Value | 10.268.017 | 7.634.994 | 17.903.011 |
In 2017, the disposals and write-offs mainly refer to Land of Buildings in Viana de Castelo.
The movements in 2016 are due to the reclassification of Tangible Fixed Assets for Investment Properties buildings in Castelo Branco and Viana de Castelo.
The accumulated impairment losses recorded in 2017 and 2016 amounts to 2.628.814 Euros.
At December 31, 2017 and 2016 there were not any movements in item "Goodwill".
The item "Goodwill" is totally related to the amount calculated in the acquisition of the affiliate Movicargo whose business was transferred to the parent Toyota Caetano Portugal, S.A.
The Goodwill is not amortized. Impairment tests are made annually to the Goodwill.
For impairment analysis, the recoverable amount was determined based on the value in use, according to the discounted cash flows model, based on business plans developed by the people in charge and approved by the management and using discount rates that reflect the risks inherent of the business.
On December 31, 2017, the method and main assumptions used were as follows:
| BT Industrial Equipment Division - South |
|
|---|---|
| Goodwill | 611.997 |
| Period | Projected cash flows for 5 years |
| Growth rate (g) (1) | 2% |
| Discount rate (2) | 8,68% |
1 Growth rate used to extrapolate cash flows beyond the period considered in the business plan 2 Discount rates applied to projected cash flows
The Management, supported by the estimated discounted cash flows discounted, concluded that on December 31, 2017, the net book value of assets, including goodwill (0,6 millions Euros), does not exceed its recoverable amount (18 millions Euros).
The projections of cash flows were based on historical performance and on expectations of improved efficiency. The management believe that a possible change (within a normal scenario) in key assumptions used in calculating the recoverable amount will not result in impairment losses.
As of December 31, 2017, and 2016 the movements in item "available for sale financial assets" were as follows:
| 2017 | 2016 | |
|---|---|---|
| Fair value at January 1 | 3.483.128 | 3.463.450 |
| Increase/(decrease) in fair value | 249.372 | 19.678 |
| Ending Balances | 3.732.500 | 3.483.128 |
As of December 31, 2017, "Available for sale financial assets" include the amount of 3.665.764 Euros (3.416.391 Euros December 31, 2016) corresponding to 580.476 shares of Cimóvel - Real Estate Investment Fund (9,098%), which are recorded at its fair value (the acquisition cost of those shares ascended to 3.013.947 Euros and accumulated change in fair value to 651.817 Euros. The remaining "Available for sale financial assets" refer to small investments in non-listed companies. The Board of Directors consider that the net accounting value is similar to its fair value.
Additionally, the impact in equity and impairment losses in 2017 and 2016 from recording "Available for sale financial assets" at fair value can be summarized as follows:
| 2017 | 2016 | |
|---|---|---|
| Variation in fair value | 249.372 | 19.678 |
| Equity effect | 249.372 | 19.678 |
(Amounts in Euros)
As of December 31, 2017 and 2016, this caption breakdown is as follows:
| 2017 | 2016 | |
|---|---|---|
| Raw and subsidiary Materials | 10.413.228 | 9.307.008 |
| Production in Process | 1.135.391 | 937.645 |
| Finished and semi-finished Products | 4.432.510 | 1.466.863 |
| Merchandise | 81.473.495 | 72.612.904 |
| 97.454.624 | 84.324.420 | |
| Accumulated impairment losses in inventories (Note 24) | (1.452.410) | (1.532.523) |
| 96.002.214 | 82.791.897 | |
During the years ended as of December 31, 2017 and 2016, cost of sales was as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Merchandise | Raw and subsidiary Materials |
Total | Merchandise | Raw and subsidiary Materials |
Total | |
| Opening Balances | 72.612.904 | 9.307.008 | 81.919.912 | 70.642.162 | 10.080.953 | 80.723.115 |
| Net Purchases | 294.478.045 | 36.600.292 | 331.078.337 | 245.920.555 | 30.199.981 | 276.120.536 |
| Ending Balances | (81.473.495) | (10.413.228) | (91.886.723) | (72.612.904) | (9.307.008) | (81.919.912) |
| Total | 285.617.454 | 35.494.072 | 321.111.526 | 243.949.813 | 30.973.926 | 274.923.739 |
During the years ended as of December 31, 2017 and 2016, the variation in production was computed as follows:
| Finished and semi-finished products | ||||
|---|---|---|---|---|
| 2017 | 2016 | |||
| Ending Balances | 5.567.901 | 2.404.508 | ||
| Inventories adjustments | 1.092 | 7.229 | ||
| Opening Balances | (2.404.508) | (2.751.865) | ||
| Total | 3.164.485 | (340.128) | ||
As of December 31, 2017 and 2016, the detail of this caption was as follows:
| CURRENT ASSETS | NON CURRENT ASSETS | ||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Customers, current accounts | 51.998.006 | 57.872.820 | 169.252 | 26.048 | |
| Doubtful Accounts Receivable | 9.209.269 | 9.465.385 | - | - | |
| 61.207.275 | 67.338.205 | 169.252 | 26.048 | ||
| Accumulated impairment losses in accounts Receivable (Note 24) | (9.184.332) | (9.443.797) | - | - | |
| 52.022.943 | 57.894.408 | 169.252 | 26.048 | ||
Accounts receivable from customers recorded as non-current assets corresponds to the customers of the affiliated company Caetano Auto, S.A. that are being paid under formal agreements (whose terms of payment may vary between 1 to 7 years, and which bear interests).
| 2017 | ||||||
|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | ||
| Accounts receivable | 32.869.819 | 2.953.707 | 934.365 | 8.414.656 | 45.172.547 | |
| Employees | 123.793 | 7.277 | 2.449 | 422.541 | 556.060 | |
| Independent Dealers | 6.318.241 | 77.652 | - | 42.758 | 6.438.651 | |
| Total | 39.311.853 | 3.038.636 | 936.814 | 8.879.955 | 52.167.258 | |
| 2016 | ||||||
|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | ||
| Accounts receivable | 32.787.221 | 1.177.256 | 1.163.134 | 16.234.201 | 51.361.812 | |
| Employees | 14.873 | - | 4.012 | 526.996 | 545.881 | |
| Independent Dealers | 5.649.284 | 333.953 | 1.074 | 6.864 | 5.991.175 | |
| Total | 38.451.378 | 1.511.209 | 1.168.220 | 16.768.061 | 57.898.868 | |
Accounts receivable ageing considering impairment losses
| 2017 | ||||||
|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | ||
| Doubtful Accounts Receivable | 14.610 | 6.337 | 3.607 | 9.184.715 | 9.209.269 | |
| Total | 14.610 | 6.337 | 3.607 | 9.184.715 | 9.209.269 | |
| 2016 | |||||||
|---|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | |||
| Doubtful Accounts Receivable | 12.780 | 7.463 | 4.986 | 9.440.156 | 9.465.385 | ||
| Total | 12.780 | 7.463 | 4.986 | 9.440.156 | 9.465.385 | ||
The amounts presented in the consolidated Statement of financial position are net of accumulated impairment losses to doubtful accounts receivable estimated by the Group, in accordance with its experience based on its evaluation of the economic environment at the statement of financial position date. Credit risk concentration is limited, because the customers' basis is wider and not relational. Thus, the Board of Directors understands that the accounting values of accounts receivable are similar to their respective fair value.
(Amounts in Euros)
Accounts receivable ageing against maturity
| 2017 | |||||||
|---|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | |||
| Doubtful Accounts Receivable | 24.921.627 | 3.164.621 | 893.172 | 7.925.693 | 36.905.113 | ||
| Total | 24.921.627 | 3.164.621 | 893.172 | 7.925.693 | 36.905.113 | ||
| 2016 | |||||||
|---|---|---|---|---|---|---|---|
| - 60 days | 60-90 days | 90-120 days | + 120 days | Total | |||
| Doubtful Accounts Receivable | 27 319 238 | 1 365 201 | 1 218 907 | 19 134 153 | 49 037 499 | ||
| Total | 27 319 238 | 1 365 201 | 1 218 907 | 19 134 153 | 49 037 499 | ||
As of December 31, 2017 and 2016, the detail of this caption was as follows:
| Current Assets | ||
|---|---|---|
| 2017 | 2016 | |
| Down Payments to Suppliers | 352.475 | 441.391 |
| Public entities (VAT) | 3.364.036 | 1.151.938 |
| Other debtors | 2.825.198 | 2.558.490 |
| 6.541.709 | 4.151.819 | |
The caption "Other credits" includes, as of December 31, 2017, the amount of, approximately, 800.000 Euros to be received from Salvador Caetano Auto Africa, S.G.P.S., S.A. (800.000 Euros as of December 31, 2016).
Finally, this caption also caption includes, as of December 31, 2017, the amount of, approximately, 618.000 Euros to be received from Salvador Caetano Foundation (683.000 Euros at December 31, 2016).
(Amounts in Euros)
As of December 31, 2017 and 2016, the detail of this caption was as follows:
| 2017 | 2016 | |
|---|---|---|
| Accrued Income | ||
| Fleet programs | 1.697.298 | 1.475.076 |
| Rappel | 1.065.782 | 1.135.857 |
| Commission | 544.385 | 369.029 |
| Warranty claims | 317.245 | 300.251 |
| Fees | 67.828 | 76.017 |
| Staff | 31.828 | 121.742 |
| Others | 413.534 | 483.113 |
| 4.137.900 | 3.961.085 | |
| Deferred Expenses | ||
| Insurance | 410.233 | 144.176 |
| Rentals | 142.534 | 20.642 |
| Interest | 100.358 | 75.058 |
| Others | 430.428 | 522.368 |
| 1.083.553 | 762.244 | |
| Total | 5.221.453 | 4.723.329 |
(Amounts in Euros)
The detail of deferred tax assets and liabilities recorded in the accompanying consolidated financial statements as of December 31, 2017 and 2016 is as follows:
| 2017 | |||||
|---|---|---|---|---|---|
| 2016 | Other variations | Profit and Loss Impact (deferred tax) |
Equity Impact |
2017 | |
| Deferred tax assets: | |||||
| Provisions not accepted for tax purpose | 294.573 | - | (82.238) | - | 212.335 |
| Tax losses | 88.569 | - | (88.569) | - | - |
| Defined Benefit Plan Liabilities | 1.611.745 | - | - | - | 1.611.745 |
| Write-off of tangible assets | 193.155 | - | 296.143 | - | 489.298 |
| Derivative financial instruments valuation | 6.396 | - | (6.396) | - | - |
| Corporate Income Tax - RETGS | - | 710.552 | (710.552) | - | - |
| 2.194.438 | 710.552 | (591.612) | - | 2.313.378 | |
| Deferred tax liabilities: | |||||
| Depreciation as a result of legal and free revaluation of fixed assets | (652.772) | - | 33.274 | - | (619.498) |
| Effect of the reinvestments of the surplus in fixed assets sales | (165.771) | - | 48.857 | - | (116.914) |
| Fair value of investments fixed assets | (898.732) | - | - | - | (898.732) |
| (1.717.275) | - | 82.131 | - | (1.635.144) | |
| Net effect (Note 25) | (509.481) |
| 2016 | |||||
|---|---|---|---|---|---|
| 2015 | Profit and Loss Impact (income tax) |
Profit and Loss Impact (deferred tax) |
Equity Impact |
2016 | |
| Deferred tax assets: | |||||
| Provisions not accepted for tax purpose | 287.440 | - | 7.133 | - | 294.573 |
| Tax losses | 502.622 | - | (414.053) | - | 88.569 |
| Defined Benefit Plan Liabilities | 1.257.500 | - | - | 354.245 | 1.611.745 |
| Write-off of tangible assets | 164.460 | - | 28.695 | - | 193.155 |
| Derivative financial instruments valuation | 36.020 | - | (29.624) | - | 6.396 |
| 2.248.042 | - | (407.849) | 354.245 | 2.194.438 | |
| Deferred tax liabilities: | |||||
| Depreciation as a result of legal and free revaluation of fixed assets | (659.109) | - | 6.338 | - | (652.771) |
| Effect of the reinvestments of the surplus in fixed assets sales | (165.772) | - | - | - | (165.772) |
| Fair value of investments fixed assets | (898.732) | - | - | - | (898.732) |
| (1.723.613) | - | 6.338 | - | (1.717.275) | |
| Net effect (Note 25) | (401.511) |
At December 31, 2017 there was no tax losses, and 2016 the companies of the Group reported the following tax losses, for which tax deferred assets have been recognized:
| 2017 | 2016 | ||||
|---|---|---|---|---|---|
| With Latest date of utilization | Tax Losses |
Deferred tax Assets |
Tax Losses |
Deferred tax Assets |
Expiry date |
| At 2012 | |||||
| - Consolidated tax Toyota Caetano Portugal At 2013 |
- | - | 368.233 | 77.329 | 2017 |
| - Consolidated tax Toyota Caetano Portugal | - | - | 53.524 | 11.240 | 2018 |
| - | - | 421.757 | 88.569 |
As of December 31, 2017 and 2016 tax rates used to compute current and deferred tax assets and liabilities were as follows:
| Tax rates | ||||
|---|---|---|---|---|
| 2017 | 2016 | |||
| Country of origin of affiliate: | ||||
| Portugal | 22,5% - 21% | 22,5% - 21% | ||
| Cape Verde | 25,5% | 25,5% |
Toyota Caetano Group companies with head office in Portugal, are taxed according to the Corporate Income Tax (CIT) in accordance with the Special Taxation Regimen for Groups of Companies ("Regime Especial de Tributação de Grupos de Sociedades - RETGS") as established by articles 69 and 70 of the CIT.
In accordance with the applicable legislation, the income tax returns of Toyota Caetano and other Group companies with headquarters in Portugal are subject to review and correction by the tax authorities for a period of four years. Therefore, the tax declarations since the year of 2014 and 2017 are still subject to review. Statements regarding the Social Security may be revised over a period of five years. The Board of Directors believe that the corrections that may arise from such reviews/inspections will not have a significant impact in the accompanying consolidated financial statements.
Under the terms of article 88 of the Corporate Income Tax Code, the companies with headquarters in Portugal are additionally subject to an income tax over a set of expenses at the rates foreseen in the above mentioned article.
As of December 31, 2017, and 2016 cash and cash equivalents detail was the following:
| 2017 | 2016 | |
|---|---|---|
| Cash | 122.985 | 121.286 |
| Bank Deposits | 17.144.585 | 14.434.904 |
| 17.267.570 | 14.556.190 | |
(Amounts in Euros)
As of December 31, 2017 and 2016, the Company's share capital, fully subscribed and paid for, consisted of 35.000.000 bearer shares, with a nominal value of 1 Euro each.
The entities with over 20% of subscribed capital are as follows:
| - Salvador Caetano – Auto - S.G.P.S., S.A. | 65,08% |
|---|---|
| - Toyota Motor Europe NV/SA | 27,00% |
On December 23, 2016, the Group Salvador Caetano S.G.P.S., S.A. sold to Salvador Caetano - Auto - S.G.P.S., S.A. 21.288.281 shares with a nominal value of 1 Euro each, fully subscribed and representing 60,82% of the share capital. During 2017 Salvador Caetano - Auto - S.G.P.S., S.A. bought 1.488.960 shares with a nominal value of 1 Euro each, fully subscribed and representing 4,25% of the share capital.
The Board of Directors will propose that a dividend shall be paid in the amount of 7.000.000 Euros. This proposal must be approved in the next General Shareholders Meeting.
Commercial legislation establishes that at least 5% of the net profit of each year must be appropriated to a legal reserve until this reserve equals the statutory minimum requirement of 20% of the share capital. This reserve is not available for distribution, except in case of dissolution of the Company, but may be used in share capital increases or used to absorb accumulated losses once other reserves have been exhausted.
The revaluation reserves cannot be distributed to the shareholders, except if they are completely depreciated and if the respective assets that were revaluated have been alienated.
The translation reserves reflect the currency variations during the passage of the financial statements of affiliated companies in a currency other than Euro and cannot be distributed or used to absorb losses.
The fair value reserves reflect the fair value variations of the investments available for sale and cannot be distributed or used to absorb losses (Note 9).
Refer to reserves with nature of free reserve that can be distributable according to the commercial legislation.
According to the Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of Toyota Caetano Portugal, presented according to the Normas Contabilísticas e de Relato Financeiro (NCRF, Portuguese GAAP).
(Amounts in Euros)
Movements in this caption during the year ended as of December 31, 2017 and 2016 were as follows:
| 2017 | 2016 | |
|---|---|---|
| Opening Balances as of January, 1 | 1.294.261 | 1.647.295 |
| Dividends | - | (375.248) |
| Others | - | (30.216) |
| Net profit attributable to Non controlling Interests | 93.157 | 52.430 |
| 1.387.418 | 1.294.261 | |
As of December 31, 2017 and 2016, the decomposition of the mentioned value by subsidiary company is as follows:
| 2017 | % NCI | Non controlling Interest | Net profit attributable to Non controlling Interest |
|---|---|---|---|
| Saltano S.G.P.S. | 0,02% | 4.035 | - |
| Caetano Auto CV | 18,76% | 812.252 | 67.276 |
| Caetano Renting | 0,02% | 563 | (4) |
| Caetano Auto | 1,60% | 570.568 | 25.885 |
| 1.387.418 | 93.157 | ||
| 2016 | % NCI | Non controlling Interest | Net profit attributable to Non controlling Interest |
|---|---|---|---|
| Saltano S.G.P.S. | 0,02% | 4.036 | (1) |
| Caetano Auto CV | 18,76% | 744.975 | 17.800 |
| Caetano Renting | 0,02% | 567 | 34 |
| Caetano Auto | 1,60% | 544.683 | 34.597 |
| 1.294.261 | 52.430 | ||
The resume of financial information related to each subsidiary that is consolidated is presented below:
| Caetano Auto | Caetano Auto CV | |||
|---|---|---|---|---|
| Caption | 2017 | 2016 | 2017 | 2016 |
| Non - Current Assets | 46.825.112 | 47.781.219 | 1.326.277 | 1.442.626 |
| Current Assets | 79.643.872 | 66.644.229 | 6.255.499 | 8.973.636 |
| Total assets | 126.468.984 | 114.425.448 | 7.581.776 | 10.416.262 |
| Non - Current Liabilities | 7.094.168 | 7.610.873 | 98.878 | 82.378 |
| Current Liabilities | 83.620.907 | 74.398.428 | 3.176.956 | 6.383.793 |
| Equity | 35.753.909 | 32.416.147 | 4.305.942 | 3.950.091 |
| Revenues | 212.093.511 | 185.330.101 | 12.649.730 | 10.757.825 |
| Operating Results | 4.519.938 | 976.265 | 548.386 | 225.194 |
| Financial Results | (11.567) | 40.721 | (43.973) | (21.979) |
| Taxes | (1.170.609) | (186.529) | (148.562) | (70.923) |
| Net Income | 3.337.762 | 830.457 | 355.851 | 132.293 |
| Caetano Renting | Saltano | |||
|---|---|---|---|---|
| Caption | 2017 | 2016 | 2017 | 2016 |
| Non - Current Assets | 27.429.048 | 14.805.645 | 21.673.269 | 19.961.574 |
| Current Assets | 7.238.681 | 4.255.748 | 2.041.338 | 2.049.100 |
| Total assets | 34.667.729 | 19.061.393 | 23.174.607 | 22.010.674 |
| Non - Current Liabilities | 200.014 | 200.014 | - | - |
| Current Liabilities | 31.425.093 | 15.789.454 | 3.579.125 | 3.580.386 |
| Equity | 3.042.622 | 3.071.925 | 20.135.482 | 18.430.288 |
| Revenues | 7.195.384 | 4.532.916 | - | - |
| Operating Results | 337.232 | 391.278 | 1.703.933 | 671.997 |
| Financial Results | (293.332) | (176.928) | - | - |
| Taxes | (73.202) | 29.962 | 1.262 | 1.051 |
| Net Income | (29.303) | 244.312 | 1.705.195 | 673.048 |
As of December 31, 2017 and 2016 the caption "Loans" was as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Current | Non Current | TOTAL | Current | Non Current | TOTAL | |
| Bank Loan | 46.400.000 | 10.000.000 | 56.400.000 | 30.941.048 | 17.000.000 | 47.941.048 |
| Overdrafts | 529.851 | - | 529.851 | 1.001.251 | - | 1.001.251 |
| Leasing | 6.094.942 | 16.914.001 | 23.008.943 | 4.383.998 | 15.894.408 | 20.278.406 |
| 53.024.793 | 26.914.001 | 79.938.794 | 36.326.297 | 32.894.408 | 69.220.705 | |
The movements in bank loans, overdrafts, other loans and commercial paper programs during the periods ended December 31, 2017 were as follows:
| Opening Balances | Increase | Decrease | Ending Balance | |
|---|---|---|---|---|
| Bank Loan | 23.210.526 | - | 6.210.526 | 17.000.000 |
| Overdrafts | 1.001.251 | 529.851 | 1.001.251 | 529.851 |
| Guaranteed account | 1.999.986 | 5.000.000 | 1.999.986 | 5.000.000 |
| Confirming | 9.930.536 | - | 9.930.536 | - |
| Commercial Paper | 12.800.000 | 44.500.000 | 22.900.000 | 34.400.000 |
| Leasing | 20.278.406 | 7.650.092 | 611.981 | 27.316.517 |
| 69.220.705 | 57.679.943 | 42.654.280 | 84.246.368 |
(Amounts in Euros)
As of December 31, 2017 and 2016, the detail of bank loans, overdrafts and Commercial Paper Programs, as well as its conditions, were as follows:
| 2017 | ||||
|---|---|---|---|---|
| Description/Beneficiary Company | Used Amount | Limit | Beginning Date |
Date-Limit |
| Non-current | ||||
| Mutual Loans | ||||
| Toyota Caetano Portugal | 10.000.000 | 10.000.000 | 11/03/2016 | 5 years |
| 10.000.000 | 10.000.000 | |||
| Current | ||||
| Guaranteed account | 5.000.000 | 7.000.000 | ||
| Mutual Loans | 7.000.000 | 7.000.000 | 15/10/2014 | 4 years |
| Bank Overdrafts | 529.851 | 5.500.000 | ||
| Commercial Paper: | ||||
| Toyota Caetano Portugal | 16.400.000 | 16.400.000 | 27/02/2017(*) | 3 years |
| Toyota Caetano Portugal | 10.000.000 | 10.000.000 | 18/08/2015 | 5 years |
| Toyota Caetano Portugal | 4.000.000 | 4.000.000 | 17/07/2017 | 5 years |
| Toyota Caetano Portugal | 4.000.000 | 4.000.000 | 24/02/2017 | 1 year |
| Toyota Caetano Portugal | 5.000.000 | 10/11/2016 | 5 years | |
| 46.929.851 | 58.900.000 | |||
| 56.929.851 | 68.900.000 | |||
(*) with amortization of 2 million euros per year
| 2016 | ||||
|---|---|---|---|---|
| Description/Beneficiary Company | Used Amount | Limit | Beginning Date |
Date-Limit |
| Non-current | ||||
| Mutual Loans | ||||
| Toyota Caetano Portugal | 10.000.000 | 10.000.000 | 11/03/2016 | 5 years |
| Toyota Caetano Portugal | 7.000.000 | 7.000.000 | 15/10/2014 | 5 years |
| 17.000.000 | 17.000.000 | |||
| Current | ||||
| Guaranteed account | 1.999.986 | 5.000.000 | ||
| Mutual Loans | 4.210.526 | 4.210.526 | 22/06/2012 | 5 years |
| Mutual Loans | 2.000.000 | 2.000.000 | 15/10/2014 | 5 years |
| Bank Overdrafts | 1.001.251 | 5.500.000 | ||
| Confirming | 9.930.536 | 10.000.000 | 25/05/2016 | |
| Commercial Paper: | ||||
| Toyota Caetano Portugal | 9.200.000 | 9.200.000 | 27/11/2012 | 5 years |
| Toyota Caetano Portugal | 3.600.000 | 3.600.000 | 26/11/2012 | 5 years |
| Toyota Caetano Portugal | - | 10.000.000 | ||
| Toyota Caetano Portugal | - | 5.000.000 | 10/11/2016 | 5 years |
| 31.942.299 | 54.510.526 | |||
| 48.942.299 | 71.510.526 | |||
(Amounts in Euros)
Then we detail the amount related to loans obtained or contracted credit lines for which real guarantees were granted for mortgages on real estate (Note 37):
Interests relating to the financial instruments mentioned above are indexed to Euribor (floor zero), plus a spread which varies between 1% and 2%.
The Company and its affiliates have available credit facilities as of December 31, 2017 amounting to approximately 68,9 Million Euros, which can be used in future operational activities and to fulfil financial commitments. There are no restrictions on the use of these facilities.
The item "Leasing" (current and non current) is related to the purchase of facilities and equipment. The detail of this caption, as well as the reimbursement plan can be summarized as follows:
| Current | Non current | |||||||
|---|---|---|---|---|---|---|---|---|
| Contract | Leasing | 12m | 12 - 24m | 24 - 36m | 36 - 48m | >48m | TOTAL | TOTAL |
| 2028278 | Commercial facilities | |||||||
| Capital | 97.164 | 97.895 | 98.632 | 119.048 | - | 315.575 | 412.739 | |
| Interests | 2.762 | 2.031 | 1.294 | 551 | - | 3.876 | 6.638 | |
| 5653 | Commercial facilities | |||||||
| Capital | 24.232 | 24.610 | 24.610 | 24.995 | 369.530 | 443.745 | 467.977 | |
| Interests | 7.082 | 6.704 | 6.704 | 6.320 | 36.802 | 56.530 | 63.612 | |
| 626064 | Commercial facilities | |||||||
| Capital | 166.358 | 172.274 | 178.402 | 184.747 | 534.557 | 1.069.980 | 1.236.338 | |
| Interests | 40.018 | 34.101 | 27.974 | 21.629 | 24.684 | 108.388 | 148.406 | |
| 2032103 | Commercial facilities | |||||||
| Capital | 19.847 | 20.832 | 21.930 | 23.052 | 67.646 | 133.460 | 153.307 | |
| Interests | 7.215 | 6.199 | 5.132 | 4.010 | 927 | 16.268 | 23.483 | |
| Various | Vehicles | |||||||
| Capital | 627.386 | - | - | - | - | - | 627.386 | |
| Interests | 11.237 | - | - | - | - | - | 11.237 | |
| Various | Industrial Equipment | |||||||
| Capital | 5.159.955 | 5.458.210 | 4.204.281 | 3.231.596 | 2.057.154 | 14.951.241 | 20.111.196 | |
| Interests | 611.976 | 411.082 | 225.045 | 107.447 | 34.015 | 777.588 | 1.389.564 | |
| Total Capital | 6.094.942 | 5.773.821 | 4.527.855 | 3.583.438 | 3.028.887 | 16.914.001 | 23.008.943 | |
| Total Interests | 680.289 | 460.117 | 266.149 | 139.957 | 96.428 | 962.650 | 1.642.940 |
(Amounts in Euros)
| 12m | 12 – 24m | 24 -36m | 36 – 48 m | > 48m | Total | |
|---|---|---|---|---|---|---|
| Mutual Loans | 7.000.000 | - | 10.000.000 | 17.000.000 | ||
| Guaranteed account | 5.000.000 | 5.000.000 | ||||
| Bank Credits | 529.851 | - | - | - | - | 529.851 |
| Commercial Paper | 34.400.000 | - | - | - | - | 34.400.000 |
| Leasing | 6.094.942 | 5.773.821 | 4.527.855 | 3.583.438 | 3.028.887 | 23.008.943 |
| Total Loans | 53.024.793 | 5.773.821 | 4.527.855 | 3.583.438 | 13.028.887 | 79.938.794 |
| 12m | 12 - 24m | 24 - 36m | 36 - 48m | >48m | Total | |
|---|---|---|---|---|---|---|
| Loan - mutual contract | 396.188 | 220.521 | 221.125 | 54.375 | - | 892.208 |
| Financial Leases | 680.289 | 460.117 | 266.149 | 139.957 | 96.428 | 1.642.940 |
| Total interests | 1.076.477 | 680.637 | 487.274 | 194.332 | 96.428 | 2.535.148 |
As of December 31, 2017 and 2016 this caption was composed of current accounts with suppliers, which end at short term.
The Group, relating to financial risk management, has implemented policies to ensure that all liabilities are paid for within the defined payment period.
As of December 31, 2017 and 2016 the detail of other creditors was as follows:
| Current Liabilities | ||||
|---|---|---|---|---|
| 2017 | 2016 | |||
| Public Entities: | ||||
| Income Taxes withheld | 371.448 | 349.174 | ||
| Value Added Taxes | 8.367.662 | 7.826.684 | ||
| Vehicles Tax | 1.863.835 | 1.084.948 | ||
| Custom Duties | 3.182 | 181.991 | ||
| Employee's social contributions | 675.338 | 646.318 | ||
| Others | 238.634 | 232.794 | ||
| Sub-total | 11.520.099 | 10.321.909 | ||
| Shareholders | 10.618 | 12.052 | ||
| Advances from Customers | 996.238 | 735.115 | ||
| Other Creditors | 680.655 | 348.668 | ||
| 1.687.511 | 1.095.835 | |||
| Sub-total | 13.207.610 | 11.417.744 | ||
As of December 31, 2017 and 2016 the caption public entities can be summarized as follows:
| 2017 | 2016 | |
|---|---|---|
| Income Taxes | ||
| Estimated Tax | - | 99.372 |
| - | 99.372 | |
| Income Taxes | ||
| Estimated Tax | 1.716.581 | - |
| 1.716.581 | - | |
Of the aforementioned value, approximately 1.6 million euros are related, to Special Taxation Regimen for Groups of Companies(" RETGS").
Then is presented the decomposition of current income tax expense (see additional information in note 26):
| Current taxes | 2017 | 2016 |
|---|---|---|
| Insufficient Tax (Note 26) | 8.586 | 68.834 |
| Tax Refunds (Note 26) | 4.552 | (756.374) |
| Current taxes estimation (Note 26) | 2.899.055 | 1.551.055 |
| Deferred income taxes (Note 14) | 509.481 | 401.511 |
| 3.421.674 | 1.265.026 | |
There are no debts related to public entities (State and Social Security).
(Amounts in Euros)
As of December 31, 2017 and 2016 the caption "Other Current Liabilities" was as follows:
| 2017 | 2016 | |
|---|---|---|
| Accrued Cost | ||
| Vacation pay and bonus | 5.032.601 | 4.840.885 |
| Advertising Campaigns | 4.526.941 | 3.670.380 |
| Specialization cost assigned to vehicles sold | 1.209.909 | 689.185 |
| Commission | 834.344 | 662.110 |
| Supply costs | 639.876 | 614.402 |
| Advance External Supplies and Services | 544.552 | 728.634 |
| Accrual for Vehicles Tax | 451.103 | 743.009 |
| Rappel charges attributable to fleet managers | 402.399 | 1.360.601 |
| Insurance | 367.337 | 170.418 |
| Municipal Property Tax | 128.970 | 124.990 |
| Interest | 126.409 | 123.885 |
| Royalties | 69.579 | 71.284 |
| Amounts payable to third parties | - | 667.807 |
| Others | 1.314.075 | 1.292.539 |
| 15.648.095 | 15.760.129 | |
| Deferred Income | ||
| Vehicle maintenance contracts | 3.757.400 | 3.976.908 |
| Subsidy granted | 501.360 | 501.360 |
| Publicity recuperation | 37.657 | 35.301 |
| Interest Charged to Customers | 18.091 | 5.827 |
| Others | 168.002 | 400.886 |
| 4.482.510 | 4.920.282 | |
| Total | 20.130.605 | 20.680.411 |
Toyota Caetano (together with other associated and related companies) incorporated by public deed dated December 29, 1988, the Salvador Caetano Pension Fund, which was subsequently updated in February 2, 1994, in April 30,1996, in August 9, 1996, in July 4, 2003, in February 2, 2007, in December 30, 2008, December 23, 2011 and in December 31, 2013.
As of December 31, 2017, the following companies of Toyota Caetano Group were associates of the Salvador Caetano Pension Fund:
The Pension Fund was set up to, while Toyota Caetano Group maintains the decision to make contributions to the referred fund, provide employees (beneficiaries), at their retirement date, the right to a pension complement, which is not subject to update and is based on a percentage of the salary, among other conditions.
A request was made as of December 19, 2006 to the fund manager of the Salvador Caetano Pension Fund (GNB – Sociedade Gestora de Fundos de Pensões, S.A.), to act near the "ISP - Instituto de Seguros de Portugal" and take the necessary measures to change the defined benefit plan into a defined contribution plan, among other changes.
Following the above mentioned, a dossier was sent on December 18, 2007 to Instituto de Seguros de Portugal containing the proposals to change the "Constitutive Contract" of Salvador Caetano Pension Fund, as well as the
minute of approval of these changes by the Pensions Fund Advisory Committee, and requesting, with effects as from January 1, 2008, the approval of these changes.
The proposal for changing the pension complement, dully approved by the Pension Funds Advisory Committee ("Comissão de Acompanhamento do Fundo de Pensões"), includes the maintenance of a defined benefit plan for the current retired workers and ex-employees with acquired rights, as well as for all the current employees with more than 50 years and more than 15 years of service completed until January 1, 2008. A new group will be created to which all current employees with less than 50 years and/or less than 15 years of service will be transferred.
At December 29, 2008 Toyota Caetano Portugal, S.A. received a letter from ISP - Instituto de Seguros de Portugal (Portuguese Insurance Institute) with the approval of the pretended alterations and entering into force starting from January 1, 2008. ISP determined in the referred approval that the employees associated to the Salvador Caetano Pension Fund who at January 1, 2008 had achieved 15 years of service and had ages inferior to 50 years (and that shall integrate a Defined Contribution Plan) have the right to an individual "initial capital" according to the new Plan, determined according to the actuarial responsibilities as at December 31, 2007 and based on the presumptions and criteria used on that year.
The actuarial presumptions used by the fund manager include, the Mortality Table and disability TV 73/77 and SuisseRe 2001, respectively, as well as well as salary increase rate, pensions increase rate and discount rate of 1%, 0% and 1,6%, respectively. In 2016, the salary increase rate, pensions increase rate and discount rate were 1%, 0% and 1,6%, respectively.
The movement of the Fund responsibilities of the Company with the Defined benefit plan in 2017 and 2016 can be summarized as follows:
| Liability at 1/1/2016 | 33.997.681 |
|---|---|
| Current services cost | 91.157 |
| Interest cost | 1.232.405 |
| Actuarial (gains)/losses | 2.704.205 |
| Pension payments | (2.517.413) |
| Transfers (Caetano Components) | 596.767 |
| Others | (736.838) |
| Liability at 31/12/2016 | 35.367.964 |
| Liability at 1/1/2017 | 35.967.964 |
| Current services cost | 84.381 |
| Interest cost | 565.887 |
| Actuarial (gains)/losses | 1.505.591 |
| Pension payments | (2.498.993) |
| Liability at 31/12/2017 | 35.024.830 |
The allocation of this amount during 2017 and 2016 to both plans (Defined benefit plan and Defined contribution plan) can be summarized as follows:
| Defined Benefit Plan |
Defined Contribution Plan |
Total | |
|---|---|---|---|
| Value of the Fund at 31 December 2015 | 28.297.093 | 11.496.388 | 39.793.481 |
| Contributions | 875.115 | 216.205 | 1.091.320 |
| Real return of plan assets | 317.840 | 155.309 | 473.149 |
| Pension payments | (2.517.413) | (83.980) | (2.601.393) |
| Transfers from other associate member account | 489.176 | 72.539 | 561.715 |
| Transfers to other associate member account | - | (63.678) | (63.678) |
| Use of reserve account | 79.821 | (79.821) | - |
| Value of the Fund at 31 December 2016 | 27.541.632 | 11.712.962 | 39.254.594 |
| Contributions | 440.756 | 191.554 | 632.310 |
| Real return of plan assets | 2.026.692 | 888.813 | 2.915.505 |
| Pension payments | (2.498.993) | (52.771) | (2.551.764) |
| Transfers from other associate member account | - | 38.520 | 38.520 |
| Transfers to other associate member account | - | (33.969) | (33.969) |
| Use of reserve account | - | - | - |
| Value of the Fund at 31 December 2017 | 25.510.086 | 12.745.110 | 40.255.196 |
As of December 31, 2017 and 2016, the breakdown of the asset portfolio of the Fund that covers the defined benefit plan was as follows:
| Asset Portfolio | Portfolio Weight | Value 31-12-2017 | Portfolio Weight | Value 31-12-2016 |
|---|---|---|---|---|
| Stocks | 11,69% | 3.215.929 | 9,60% | 2.643.997 |
| Bonds | 35,88% | 9.870.620 | 38,21% | 10.523.657 |
| Real Estate | 39,43% | 10.847.228 | 38,20% | 10.520.903 |
| Cash | 10,67% | 2.935.326 | 11,66% | 3.211.354 |
| Other Assets | 2,33% | 640.983 | 2,33% | 641.721 |
| Total | 100% | 27.510.086 | 100% | 27.541.632 |
At December 31, 2017, the investments with an individual weight greater than 5% of the total portfolio of assets in the Fund that covers the defined benefit plan was as follows:
| Asset | Portfolio Weight | Value |
|---|---|---|
| Cimóvel - Fundo de Investimento Imobiliário Fechado | 39,4% | 10.847.228 |
The evolution of the Group's responsibilities in the defined benefit plan and the assets of the Fund allocated can be summarized as follows:
| Defined benefit plan | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 |
|---|---|---|---|---|---|---|---|
| Responsibility amount | 35.024.830 | 35.367.964 | 33.997.681 | 33.574.520 | 29.059.458 | 29.650.534 | 29.686.944 |
| Fund Amount | 27.510.086 | 27.541.632 | 28.297.093 | 29.075.997 | 28.855.219 | 28.444.454 | 26.541.223 |
The net obligations of Toyota Caetano Portugal Group evidenced above is safeguarded through a provision recorded in the amount of 8.981.000 Euros, reflected in the balance sheet, in the item Pension Fund Liabilities.
(Amounts in Euros)
Movements occurred in provisions during the years ended as of December 31, 2017and 2016 were as follows:
| 2017 | |||||
|---|---|---|---|---|---|
| Opening Balances |
Increases | Decreases | Other regularizations |
Ending Balances |
|
| Accumulated impairment losses in investments Accumulated impairment losses in accounts Receivable (Note 11) Accumulated impairment losses in inventories (Note 10) Provisions |
2.780.809 9.443.797 1.532.523 407.105 |
- 70.466 99.504 212.991 |
- (17.481) (179.617) - |
- (312.450) - (105.571) |
2.780.809 9.184.332 1.452.410 514.525 |
| 2016 | |||||
|---|---|---|---|---|---|
| Opening Balances |
Increases | Decreases | Other regularizations |
Ending Balances |
|
| Accumulated impairment losses in investments Accumulated impairment losses in accounts Receivable (Note 11) Accumulated impairment losses in inventories (Note 10) Provisions |
2.780.809 9.710.649 1.311.777 303.252 |
- 46.306 220.746 257.706 |
- (153.221) - - |
- (159.937) - (153.853) |
2.780.809 9.443.797 1.532.523 407.105 |
The variation observed in the caption impairment losses is related essentially with write-off of impairments of clients.
The derivative financial instruments used by the group as of June 30, 2017 were as follows:
It is a derivative financial instrument contracted in order to hedge the risk of interest rate associated with a loan agreement (cash flow hedge), which contributes to the reduction of exposure to changes in interest rates or the optimization the cost of funding and has not been designated for accounting purposes coverage. The fair value of such derivative financial instrument at December 31, 2016 was negative by 28.425 Euros. The derivative financial instrument ended on June 22, 2017.
The main characteristics of this contract can be summarized as follows:
| Derivate financial instrument | Fair Value 2017 | Fair Value 2016 | Type | Rate Swap | Rate receivable |
|---|---|---|---|---|---|
| Interest rate Swap BBVA | - | (28.425) | Negotiation | 1,10% | Euribor 3M |
| TOTAL | - | (28.425) | |||
(Amounts in Euros)
The income tax for the year ended as of December 31, 2017 and 2016 was as follows:
| 2017 | 2016 | |
|---|---|---|
| Fiscal Losses (RETGS) | 710.552 | - |
| Others | (201.071) | 401.511 |
| Deferred income taxes (Note 14) | 509.481 | 401.511 |
| Income Tax (Note 21) | 2.912.193 | 863.515 |
| 3.421.674 | 1.265.026 | |
The reconciliation of the earnings before taxes of the years ended at December 31, 2017 and 2016 can be summarized as follows:
| 2017 | 2016 | |
|---|---|---|
| Profit before taxation | 12.853.136 | 7.268.212 |
| Tax on profit | 22,5% | 22,50% |
| Theoretical tax charge | 2.891.956 | 1.635.348 |
| Accounting surplus | (723.463) | (471.532) |
| Fiscally surplus | 327.179 | 234.989 |
| Fair value adjustments | (52.368) | (4.132) |
| Fiscally adjustments | (6.730) | (3.610) |
| Others | 145.907 | 267.455 |
| Fiscal losses | - | (414.053) |
| Effective Tax | 2.582.481 | 1.244.465 |
| Additional income tax | 316.574 | 314.358 |
| Excess/Insufficient Tax | 8.586 | 68.834 |
| Tax Refunds | 4.552 | (756.374) |
| Others | - | (7.768) |
| Income Tax | 2.912.193 | 863.515 |
| Deferred income taxes | 509.481 | 401.511 |
| Effective tax charge | 3.421.674 | 1.265.026 |
(Amounts in Euros)
The earnings per share for the year ended as of December 31, 2017 and 2016 were computed based on the following amounts:
| 2017 | 2016 | |
|---|---|---|
| Earnings Basic Diluted |
9.338.305 9.338.305 |
5.950.756 5.950.756 |
| Number of shares | 35.000.000 | 35.000.000 |
| Earnings per share (basic and diluted) | 0,267 | 0,170 |
During 2017 and 2016 there were no changes in the number of shares outstanding.
(Amounts in Euros)
The main information relating to the business segments existing on December, 2017 and 2016, prepared according to the same accounting policies and criteria adopted in the preparation of the consolidated financial statements, is as follows:
| 201 7 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NA TIO NA L |
FO | RE IGN |
|||||||||||||
| Ve hic |
les | Ind | rial uip ust eq |
nt me |
Oth ers |
Ve | hic les |
Ind ust |
rial uip eq me |
nt | EL IMI NA TIO NS |
CO NS OL IDA TE D |
|||
| Ind ust ry |
Co ial mm erc |
Se rvic es |
Re l nta |
Ma chi nes |
Se rvic es |
Re l nta |
Ind ust ry |
Co ial mm erc |
chi ma nes |
Se rvic es |
Re l nta |
||||
| PR OF IT |
|||||||||||||||
| al S Ext ale ern s |
20. 232 |
440 .33 4.1 10 |
16. 047 .23 1 |
6.0 37. 408 |
17. 697 .31 7 |
4.7 02. 864 |
13. 710 .64 7 |
- | 39. 348 .11 5 |
20. 363 .76 7 |
668 .80 4 |
28. 375 |
9.9 80 |
( 156 .70 7.3 96) |
402 .26 1.4 54 |
| Inc om e |
|||||||||||||||
| Op tion al i era nco me |
3.4 71 |
9.7 02. 678 |
359 .58 0 |
264 .37 6 |
1.1 21. 037 |
2.7 57. 623 |
1.0 66. 709 |
( 4.3 36) |
1.0 36. 192 |
619 .94 6 |
8.5 18 |
7.5 62 |
4.1 09 |
( 1.5 18. 923 ) |
15. 428 .54 2 |
| Fin ial Inc anc om e |
( 63) |
( ) 1.9 83. 225 |
( ) 19. 673 |
( 1) 229 .59 |
( ) 38. 515 |
( ) 16. 964 |
( 2) 105 .02 |
( 70) |
( 2) 133 .48 |
( ) 46. 482 |
( 75) 2.1 |
( ) 104 |
( 38) |
- | ( ) 2.5 75. 406 |
| Ne t in ith lling int ntro sts com e w non co ere |
2.5 61 |
5.5 07. 251 |
251 .64 8 |
( 23. 219 ) |
813 .67 7 |
2.0 60. 012 |
709 .91 7 |
( 3.4 56) |
678 .52 1 |
407 .66 0 |
4.7 68 |
5.6 06 |
3.0 59 |
( 986 .54 4) |
9.4 31. 462 |
| Tot al c olid d a ate ts ons sse |
34. 460 .90 7 |
316 .12 9.6 20 |
9.5 35. 050 |
30. 358 .67 9 |
10. 865 .05 5 |
1.9 18. 348 |
32. 138 .32 3 |
22. 038 .80 0 |
- | 7.8 08. 861 |
- | - | - | ( 71) 166 .77 3.9 |
298 .48 0.6 71 |
| Tot al c olid d li abi litie ate ons s |
7.7 36. 010 |
193 .46 5.8 66 |
6.8 39. 406 |
25. 059 .19 8 |
2.0 42. 834 |
313 .21 0 |
33. 297 .37 1 |
3.6 03. 322 |
- | 3.4 38. 720 |
- | - | - | ( 109 .41 5.9 17) |
166 .38 1.0 19 |
| Ca ital p ex pen ses |
194 .88 4 |
2.8 36. 698 |
136 .59 0 |
19. 456 .03 9 |
- | 117 .51 4 |
8.0 84. 301 |
483 | - | 47. 951 |
- | - | - | ( 2.0 60. 303 ) |
28. 814 .15 7 |
| De cia tion pre s |
1.2 18. 162 |
3.3 49. 993 |
151 .79 6 |
7.2 47. 595 |
72. 020 |
69. 214 |
5.6 63. 887 |
537 | - | 164 .66 2 |
- | - | - | 31. 927 |
17. 969 .79 3 |
(Amounts in Euros)
| 201 6 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NA TIO NA L |
FO | RE IGN |
|||||||||||||
| Ve hic |
les | Ind | rial uip ust eq |
nt me |
Oth | Ve | hic les |
Ind ust |
rial uip eq me |
nt | EL IMI NA TIO NS |
CO NS OL IDA TE D |
|||
| Ind ust ry |
Co ial mm erc |
Se rvic es |
Re l nta |
Ma chi nes |
Se rvic es |
Re l nta |
ers | Ind ust ry |
Co ial mm erc |
chi ma nes |
Se rvic es |
Re l nta |
|||
| PR OF IT |
|||||||||||||||
| Ext al S ale ern s |
285 .11 5 |
384 .28 3.6 01 |
15. 147 .46 9 |
3.4 05. 180 |
15. 826 .77 3 |
3.6 57. 449 |
13. 022 .58 4 |
- | 35. 053 .24 6 |
18. 009 .25 8 |
77. 265 |
371 | - | ( 42) 139 .91 7.0 |
348 .85 1.2 69 |
| Inc om e |
|||||||||||||||
| Op tion al i era nco me |
( 48) |
7.4 47. 164 |
274 .69 7 |
292 .89 7 |
2.0 68. 493 |
1.6 47. 438 |
1.1 35. 793 |
( 4.6 39) |
( 2.4 54. 943 ) |
455 .43 0 |
4.2 79 |
258 | 10. 781 |
( 1.3 12. 634 ) |
9.5 64. 966 |
| Fin ial Inc anc om e |
( ) 667 |
( ) 1.8 36. 560 |
5.8 04 |
( 4) 131 .87 |
( ) 43. 205 |
( 28) 7.7 |
( ) 90. 958 |
8 | ( 0) 144 .32 |
( ) 46. 990 |
( ) 194 |
- | ( 70) |
- | ( ) 2.2 96. 754 |
| Ne t in ith lling inte ntro ts com e w non co res |
( 714 ) |
4.4 45. 952 |
229 .05 3 |
183 .53 0 |
1.6 60. 634 |
1.3 44. 479 |
873 .76 8 |
( 3.6 48) |
( 2.5 99. 263 ) |
300 .55 8 |
3.3 50 |
211 | 8.7 83 |
( 443 .50 7) |
6.0 03. 186 |
| Tot al c olid d a ate ts ons sse |
37. 074 .38 8 |
257 .82 4.2 24 |
31. 293 .24 7 |
12. 130 .87 4 |
11. 746 .84 8 |
1.7 41. 701 |
33. 885 .01 5 |
22. 357 .58 3 |
- | 10. 733 .65 2 |
- | - | - | ( 63) 143 .00 9.6 |
275 .77 7.8 69 |
| Tot al c olid d li abi litie ate ons s |
5.8 84. 359 |
153 .17 2.3 63 |
22. 352 .35 1 |
12. 011 .47 3 |
2.0 43. 221 |
294 .60 1 |
27. 508 .50 6 |
3.6 10. 228 |
- | 6.6 92. 879 |
- | - | - | ( 85. 463 .08 5) |
148 .10 6.8 96 |
| Ca ital p ex pen ses |
41. 492 |
1.3 49. 225 |
( 222 .66 0) |
7.6 52. 462 |
- | 24. 412 |
8.0 47. 901 |
( 297 ) |
- | 107 .72 0 |
- | - | - | 179 .02 8 |
17. 179 .28 3 |
| De cia tion pre s |
1.3 04. 240 |
3.2 76. 514 |
618 .78 2 |
3.8 19. 785 |
67. 544 |
43. 557 |
5.3 26. 523 |
826 | - | 167 .45 7 |
- | - | - | 261 .57 6 |
14. 886 .80 4 |
The line "Turnover" includes Sales, Service Rendered and the amount of about 12.226.743 Euros (11.894.847 Euros as of December 31, 2016) related to equipment rentals accounted in Other Operating Income (Note 32).
The column "Eliminations" mainly includes the elimination of transactions between Group companies included in consolidation, mainly belonging to Vehicles segment.
There is no revenue associated with transactions between the motor vehicle segment and the industrial equipment segment.
(Amounts in Euros)
The detail of sales and services rendered by geographic markets, during the years ended as of December 31, 2017 and 2016, was as follows:
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| Market | Amount | % | Amount | % | ||
| National | 337.229.617 | 86,46% | 290.818.846 | 86,31% | ||
| Belgium | 39.060.407 | 10,01% | 34.807.547 | 10,33% | ||
| African Countries with Official Portuguese Language | 12.972.473 | 3,33% | 11.063.775 | 3,28% | ||
| Spain | 100.516 | 0,03% | 55.542 | 0,02% | ||
| Germany | 5.814 | 0,00% | 10.306 | 0,00% | ||
| United Kingdom | 5.283 | 0,00% | 5.705 | 0,00% | ||
| Others | 660.602 | 0,17% | 194.701 | 0,06% | ||
| 390.034.711 | 100,00% | 336.956.422 | 100,00% | |||
As of December 31, 2017 and 2016, the caption "External supplies and services" was as follows:
| 2017 | 2016 | |
|---|---|---|
| Subcontracts | 1.891.529 | 1.795.240 |
| Specialized Services | 20.293.999 | 16.601.974 |
| Professional Services | 5.732.349 | 5.405.855 |
| Advertising | 11.039.464 | 8.196.141 |
| Vigilance and Security | 503.179 | 407.709 |
| Professional Fees | 815.716 | 776.689 |
| Commissions | 219.528 | 169.784 |
| Repairs and Maintenance | 1.983.763 | 1.645.796 |
| Materials | 897.476 | 825.519 |
| Utilities | 3.038.170 | 2.995.753 |
| Travel and transportation | 3.035.556 | 2.822.848 |
| Traveling expenses | 1.589.693 | 1.482.225 |
| Personnel transportation | 93.692 | 91.275 |
| Transportation of materials | 1.352.171 | 1.249.348 |
| Other supplies | 14.072.835 | 12.064.912 |
| Rent | 2.615.226 | 2.620.551 |
| Communication | 757.750 | 754.456 |
| Insurance | 1.306.961 | 1.067.100 |
| Royalties | 420.680 | 334.109 |
| Notaries | 28.307 | 30.404 |
| Cleaning and comfort | 757.706 | 680.326 |
| Other Services | 8.186.205 | 6.577.966 |
| 43.229.565 | 37.106.246 |
(Amounts in Euros)
Payroll expenses are decomposed as follows:
| 2017 | 2016 |
|---|---|
| 559.153 | 550.505 |
| 25.687.992 | 25.799.158 |
| 1.287.735 | 1.163.199 |
| 884.175 | 843.701 |
| 6.896.479 | 7.021.499 |
| 321.748 | 437.571 |
| 2.997.262 | 3.549.373 |
| 38.634.544 | 39.365.006 |
During 2017 and 2016, the average number of personnel was as follows:
| Personnel | 2017 | 2016 |
|---|---|---|
| Employees | 1.068 | 1.033 |
| Workers | 462 | 472 |
| 1.530 | 1.505 | |
As of December 31, 2017 and 2016, the caption "Other operating income" was as follows:
| Other operating income | 2017 | 2016 |
|---|---|---|
| Guarantees recovered and other operating expenses | 14.861.331 | 10.999.079 |
| Lease Equipment | 12.220.743 | 11.888.847 |
| Commissions | 3.998.119 | 3.613.056 |
| Rents charged | 3.550.376 | 4.010.010 |
| Work for the Company | 2.702.708 | 3.254.219 |
| Advertising expenses and sales promotion recovered | 2.649.639 | 2.102.453 |
| Subsidies | 2.074.972 | 2.588.603 |
| Expenses recovered | 2.042.402 | 2.722.771 |
| Services provided | 1.768.985 | 1.499.843 |
| Gains in the disposal Tangible Fixed Assets | 582.384 | 452.495 |
| Compensation claims | 47.562 | 50.914 |
| Corrections on the previous exercises | 44.340 | 32.230 |
| 46.543.561 | 43.214.520 | |
(Amounts in Euros)
From the table presented above, we have:
As of December 31, 2017 and 2016, the caption "Other operating expenses" was as follows:
| Other Operating Income | 2017 | 2016 |
|---|---|---|
| Taxes | 1.037.204 | 1.027.802 |
| Bad debts | 41.276 | 214.491 |
| Losses in inventories | - | 59.651 |
| Prompt payment discounts granted | 1.158 | 3.541 |
| Losses in other investments | - | 63 |
| Losses in other non financial investments | 36.874 | 70.212 |
| Corrections to previous years | 342.943 | 98.066 |
| Donations | 29.722 | 257.650 |
| Subscriptions | 28.297 | 23.766 |
| Fines and penalties | 40.438 | 197.735 |
| Others | 983.293 | 1.005.611 |
| 2.541.205 | 2.958.588 | |
Consolidated net financial results as of December 31, 2017 and 2016 were as follows:
| Expenses and Losses | 2017 | 2016 |
|---|---|---|
| Interest | 1.860.607 | 1.885.467 |
| Other Financial Expenses | 748.162 | 757.818 |
| 2.608.769 | 2.643.285 | |
| Income and Gains | 2017 | 2016 |
|---|---|---|
| Interest | 4.938 | 280.424 |
| Other Financial Income | 28.425 | 66.107 |
| 33.363 | 346.531 | |
As of December 31, 2017, the caption "Other Financial Income" includes derivatives' fair value changes on the amount of 28.425 Euros.
(Amounts in Euros)
We summarize in the table below a resume of financial instruments of Toyota Caetano Group as of December 31, 2016 and 2015:
| Note | Financial Assets | Financial Liabilities | |||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Derivate Financial Instruments | 25 | - | - | 28.425 | |
| Available for sale Financial Assets | 9 | 3.732.500 | 3.483.128 | - | - |
| Accounts Receivable | 11 | 52.192.195 | 57.920.456 | - | - |
| Other Debtors – current | 12 | 3.177.673 | 2.999.881 | - | - |
| Bank Loans | 18 | - | - | 56.400.000 | 47.941.048 |
| Leasing | 18 | - | - | 23.008.943 | 20.278.406 |
| Overdrafts | 18 | - | - | 529.851 | 1.001.251 |
| Other Creditors | 20 | - | - | 1.687.511 | 1.095.835 |
| Accounts Payable | 19 | - | - | 40.256.759 | 35.509.231 |
| Other current liabilities | 22 | - | - | 15.098.004 | 15.839.526 |
| Cash and Cash Equivalents | 15 | 17.267.570 | 14.556.190 | - | - |
| 76.369.968 | 78.959.655 | 136.981.068 | 121.693.722 | ||
Financial Instruments at Fair Value
| Note | Financial Assets | Financial Liabilities | |||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||||
| Derivate Financial Instruments Available for sale Assets |
25 9 |
- 3.732.500 |
- 3.483.128 |
- - |
(28.425) - |
||
| 3.732.500 | 3.483.128 | - | (28.425) | ||||
| Available for sale Assets | Derivate Financial Instruments | Level | |||
|---|---|---|---|---|---|
| At fair value | At cost | Cash Flow Hedge Accounting |
Negotiation | ||
| Cimóvel Fund Others |
3.665.764 - |
- 66.736 |
- - |
- - |
1) 3) |
According to the paragraph 93 of IFRS 13, we provide below, the disclosure of classification and measurement of financial instruments' fair value, by hierarchy level:
| Impact on equity | Impact on Income | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Derivate Financial Instruments | - | - | (28.425) | 66.107 |
| Available for sale Financial Assets | 249.372 | 19.678 | - | - |
| 249.372 | 19.678 | (28.425) | 66.107 | |
During the period of 2017, the minimum payments for operational leases amounted to approximately 5,2 million Euros (5,7 million Euros in 2016). Of that amount, 2 million relate to payments with maturity of one year, 3 million relate to payments to occur in the period between two to five years and 141 thousand Euros relate to payments of maturity of more than five years.
| Minimum payments of operational lease | 2017 | 2016 |
|---|---|---|
| Not more than one year | 1.976.856 | 2.149.610 |
| More than one year and no more than five | 3.045.611 | 3.409.638 |
| More than five years | 141.425 | 118.370 |
| 5.163.892 | 5.677.618 | |
(Amounts in Euros)
Balances and transactions between the Parent Company and its affiliates, which are related entities to the Parent Company, were eliminated in the consolidation process, so they will not be disclosed in this Note. Balances and transactions details between the Group and the related parties (through Salvador Caetano Group, S.G.P.S, S.A.) can be summarized as follows:
| Co mm erc |
ia l De bts |
Pro du |
cts | Fix d a ts e sse |
Se rvic es |
Ot he rs |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Co mp an y |
Re iva b le ce |
Pa b le y a |
Sa les |
Pu ha rc ses |
Pu ha rc ses |
Dis ls p os a |
Re nd d ere |
O bta ine d |
Co sts |
Inc om e |
| Am orim Br ito & S ard inh Lda a, |
530 | - | - | - | - | - | - | - | - | 1.1 82 |
| Atl ânt ica Co hia Po a d e P S.A rtug mp an ues esc a, - |
5.1 52 |
- | - | - | - | - | - | - | - | 17 |
| ária S.A Au Pa Imo bili to rtn er , |
- | 13. 788 |
- | - | - | - | - | 122 .01 6 |
- | - |
| Ca bo Ve rde Re a-C Ld nt- ar, a. |
- | 23. 730 |
56. 029 |
- | - | - | 163 | 194 .06 5 |
- | - |
| Ca Ac tive S.A eta no , |
2.2 23 |
1.9 85 |
( 2.1 71) |
- | - | - | 1.6 61 |
6.2 52 |
- | 879 |
| Ca Ae ic, S.A eta aut no ron |
207 .00 6 |
- | 796 | - | - | - | 24. 603 |
134 .14 5 |
84. 713 |
428 .10 8 |
| Ca Ba vie Co mé rcio de Au óve is, S.A eta tom no ra - |
595 .62 8 |
135 .29 5 |
3.4 04. 146 |
459 .24 7 |
- | - | 10. 922 |
229 .05 3 |
273 .72 7 |
590 .27 7 |
| Ca Cit Ac tive ( No ), S.A eta rte no y e |
398 .03 3 |
( 3.7 83) |
3.1 49. 808 |
2.7 31 |
- | 57. 284 |
85 | 95. 389 |
199 .11 7 |
39. 233 |
| Ca Dri Sp Urb S.A eta ort no ve e an , , |
1.9 50 |
52. 809 |
12. 752 |
1.9 33 |
- | 81. 463 |
68. 560 |
304 .27 3 |
- | 215 .44 1 |
| Ca En S.A eta no erg y, |
34. 514 |
10. 028 |
5.5 23 |
4.6 04 |
- | - | 5.5 60 |
2.2 77 |
- | 136 .27 7 |
| Ca Eq uip S. A. eta ent no am os, |
135 | - | - | - | - | - | - | - | - | 135 |
| Ca Fó ula S.A eta no rm , |
33. 464 |
158 .00 9 |
13. 291 |
787 .73 3 |
- | 38. 528 |
28. 017 |
( ) 23. 622 |
- | 143 .00 3 |
| Áfr Ca Fo ula Ea ica S.A eta st no rm , |
10 | - | - | - | - | - | - | - | - | 9 |
| Ca Fó ula M mb iqu e S .A eta no rm oça |
942 | - | - | - | - | - | - | - | - | 942 |
| Ca S. Lyr A. eta no sa, |
26 | - | - | - | - | - | - | - | - | 21 |
| Ca Mo S.A eta tor no s, |
143 .70 4 |
65. 219 |
( 22. 252 ) |
35 | - | - | ( 17. 776 ) |
37. 192 |
- | 196 .41 9 |
| Áfr Ca Mo ica S.A eta no ve , |
10 | - | - | - | - | - | - | - | - | 51 |
| Ca On e C V, Lda eta no |
93. 856 |
- | 39. 683 |
4.7 72 |
- | - | 51. 112 |
496 | - | 36. 196 |
| Ca Pa Ld eta rts, no a. |
3.6 07 |
1.4 62. 417 |
1.7 97. 942 |
5.9 37. 053 |
- | - | 1.6 45 |
19. 499 |
- | 203 .38 0 |
| Ca Po S.A eta no we r, |
214 .49 3 |
216 .73 1 |
( 22. 074 ) |
20. 416 |
23. 152 |
38. 892 |
8.6 77 |
( 6.7 85) |
- | 206 .78 3 |
| Ca Re tail ( S.G .P. S.) S.A eta no |
102 .77 3 |
3.8 25 |
413 | - | 244 | 3.1 94 |
144 .70 1 |
|||
| , Áfr Ca Sq uad ica S.A eta no ra |
- | - | - | - | 42 | |||||
| , Ca Sta S.A eta no r, |
15. 941 |
- 703 |
- 1.2 81 |
- 1.8 47 |
- - |
- | - | 1.4 06 |
- | 13. 244 |
| Ca Te chn ik, Lda eta no |
19. 587 |
27. 118 |
( 20. 481 ) |
2.2 92 |
22. 987 |
- 13. 944 |
- ( 8.3 39) |
1 | - | ( 11. 538 ) |
| Ca noB Fab rica de Ca ias S.A eta ão us ç rro çar - |
5.6 79. 318 |
40. 021 |
35. 198 |
50. 918 |
3.2 22 |
82. 610 |
- 4.0 53 |
2.5 08. 312 |
||
| , Ca u P ub licid ade S.A ets |
8.2 01 |
932 .66 2 |
62. 052 |
33. 790 |
- - |
- | 7.4 42 |
3.1 08. 206 |
7.1 65 |
|
| , Ca lus Co mé rcio de Au óve is, S.A tom rp - |
21. 027 |
88. 909 |
- | 117 .90 0 |
267 | - | 229 .23 7 |
|||
| Ch oic e C S.A ar, |
234 | - - |
- | - | - | 340 | - 3.7 92 |
7.5 52 |
||
| CO CIG A - Co ões Ci vis de Ga ia, S.A nst ruç |
4.9 17 |
200 .21 8 |
- | - | - 448 .25 4 |
- | 1.7 48 |
98. 400 |
2.9 45 |
|
| Co mé óve S.A Fin log Alu rcio de Au is, tom gue r e - |
204 .45 8 |
110 .16 1 |
- 1.1 43. 100 |
- 17. 851 |
- | 324 .33 1 |
1.2 25. 804 |
- 475 .18 3 |
30. 369 |
|
| Fu nda ão Sa lva do r C aet ç ano |
617 .68 6 |
- | - | - | - - |
- - |
- | - | - | ( 103 ) |
| Glo ba lwa ( S.G .P. S.) S.A tt, |
- | 9 | ||||||||
| , Gr Sa r C S.G S.) S.A lva do ( .P. aet upo ano |
42 | - - |
- | - | - | - | - | - | - | 217 |
| , , Gu éri Re a-C ( Do is), Ld nt- n - ar a. |
572 .48 7 |
262 .85 5 |
- 74. 033 |
- 206 .74 1 |
- | - | - 1.4 91. 790 |
- 18. 002 |
- | 71. 584 |
| S.A Hy und ai P l, ort uga |
16. 038 |
- | 1.4 78 |
- 20. 648 |
- | 9.3 39 |
- | 23. 278 |
||
| Ibe rica So cie dad Ib eric a d el A vil, S. A. uto r - mo |
54. 031 |
- | - | - | - | 45. 093 |
||||
| - | - | - | - | - | - | - | - |
| Co mm erc |
ia l D bts e |
Pro du |
cts | Fix d a ts e sse |
Se rvic es |
Ot he rs |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Co mp an y |
Re iva b le ce |
Pa b le y a |
Sa les |
Pu ha rc ses |
Pu ha rc ses |
Dis ls p os a |
Re nd d ere |
O bta ine d |
Co sts |
Inc om e |
| Ibe rica r A Ni S.A uto pon , |
775 | - | - | - | - | - | - | - | - | - |
| Ibe rica Ba lon a P ium S.L r rce rem , |
- | - | - | - | - | - | - | - | 583 | - |
| Ibe rica r F ula Ca o d e G ibra ltar S.L orm mp , |
- | - | - | - | - | - | - | - | - | 264 |
| Ibe rica r G S.L est oso , |
- | - | - | - | - | - | - | - | 583 | - |
| Ibe rica r M rs C ád iz, S.L oto |
- | - | - | - | - | - | - | - | - | 648 |
| Ibe rica r M OV IL, S.L |
- | - | - | - | - | - | - | - | - | 1.0 09 |
| S. Ibe rica r R eic A. om sa, |
- | - | - | - | - | - | - | - | - | 644 |
| Lid So luc ion S. L. era es, |
2.8 41 |
- | - | - | - | - | - | 107 .04 7 |
- | 2.3 10 |
| ícu S. Lus ilec Ve los Eq uip A. tra ent e am os, - |
32. 437 |
199 .10 5 |
105 .92 5 |
26. 947 |
431 .03 6 |
- | 79. 002 |
446 .50 3 |
5.0 25 |
70. 846 |
| MD S A Me dia ão de Se S.A uto ç gu ros - , |
109 .35 5 |
- | - | - | - | - | 308 | - | - | 2.4 07 |
| Mo vic Mo vim Ind rial Lda ent ão ust arg o - aç , |
2.5 14 |
451 .93 3 |
330 | 718 .37 5 |
- | - | 4.9 45 |
40. 501 |
8.2 73 |
3.2 27 |
| P.O Ob óri S. .A. L. - Pa vim ões Ac A. ent aç e ras ess as, |
17. 806 |
- | - | - | - | - | - | - | - | |
| Po rtia Co mé rcio Int aci al e Pa rtic ipa ões S.A nga ern on ç - , |
26. 139 |
205 .02 6 |
3.9 39 |
60. 750 |
- | - | 53. 078 |
291 .60 3 |
192 .56 0 |
78. 022 |
| PV Lo iral Pro duç de En ia, Lda ão erg - |
- | - | - | - | - | - | - | - | 21 | |
| RA RC ON Arq uite e C ulta do ria S.A ctu ra ons - , |
- | 14. 722 |
- | - | - | - | 75. 890 |
- | 47 | |
| Rig Co ltor ia e Ge S.A stã or nsu o, - |
89. 939 |
1.0 04. 886 |
23. 117 |
412 | 151 .45 5 |
- | 154 .16 9 |
4.3 27. 420 |
8.0 24 |
229 .25 2 |
| Ro be rt H uds LT D on , |
3.5 30 |
263 | 1.4 82 |
- | - | - | - | - | - | 404 |
| Sa lva do r C Au ( S.G .P. S.) S.A aet to ano - - , |
- | - | - | - | - | - | - | - | - | 403 |
| Áfr Sa lva do r C Au ica ( S.G .P. S.) S.A aet to ano , , |
811 .94 8 |
- | - | - | - | - | - | - | 83 | 47 |
| Sa lva do r C Ca ital ( S.G .P. S.) SA aet ano p , , |
- | - | - | - | - | - | - | - | - | 9 |
| Sa lva do r C In dús tria ( S.G .P. S.) S.A aet ano , |
26 | - | - | - | - | - | - | - | - | 21 |
| SIM OG So Ga S.A A - cie dad e I bili ária de ia, mo |
1.3 74 |
- | - | - | - | - | - | - | - | 337 |
| So l G n W S.L att ree , |
812 | - | - | - | - | - | - | - | - | 660 |
| Só zó S.A Po l, rtu ga |
3.4 91 |
- | - | - | - | - | - | - | - | 5.2 70 |
| Tu risp aiv So cie dad e T urís tica Pa ive S.A a - nse , |
271 | - | - | - | - | - | - | - | - | 1.2 10 |
| Áfr VA S ica ( S.G .P. S.) S.A , |
- | - | - | - | - | - | - | - | - | 153 |
| s C So S.A Va abo Ve rde cie dad e U nip l, ess oa , |
64. 845 |
- | 59. 321 |
6.7 24 |
- | - | 73. 819 |
3.0 60 |
- | 124 .05 2 |
| 10. 220 .12 9 |
5.5 89. 726 |
10. 013 .57 0 |
8.3 45. 171 |
1.0 97. 532 |
230 .11 2 |
2.4 96. 226 |
10. 944 .50 4 |
1.2 55. 718 |
5.7 91. 720 |
|
Goods and services purchased and sales to related parties were made at market prices.
(Amounts in Euros)
Financial commitments assumed and not included in Consolidated Balance Sheet:
As of December 31, 2017 and 2016, Toyota Caetano Group had assumed the following financial commitments:
| Commitments | 2017 | 2016 |
|---|---|---|
| Credits | 96.391 | 105.190 |
| Guarantees of Imports | 4.000.000 | 5.500.000 |
| 4.096.391 | 5.605.190 | |
At December 31, 2017 and 2016, the financial commitments classified as "Guarantees for Imports" the amount of 4 million Euros is related with guarantees on imports provided to Customs Agency.
Following the 16 million Euros debt contracting, the Group has granted mortgages to the respective financial institutions, valued at about 23,4 million Euros, at the financing date.
Toyota Caetano Portugal,S.A.
The judicial claim presented by a former agent, who was pendent of appeal at the Supreme Court of Justice, was concluded. As conviction of the Board of Directors, no responsibilities were result by the Group.
The judicial claim against collective dismissal was completed in 2016 with the existence of agreements. The board and its legal advisors believe that the collective dismissal process occurred in 2012, is based on strong market, structural and technological reasons. It is conviction of the board that no responsibilities will arise for the Group from the end of this process.
In September 2000, the European Commission approved a Directive regarding end-of-life vehicles and the responsibility of Producers/Distributors for dismantling and recycling them.
Producers/Distributors will have to support at least a significant part of the cost of the dismantling of vehicles that went to the market after July 1, 2002, as well as in relation to vehicles produced before this date, but presented as of January 1, 2007.
This legislation will impact Toyota vehicles sold in Portugal. Toyota Caetano and Toyota are closely monitoring the development of Portuguese National Legislation in order to access the impact of these operations in its financial statements.
It is our conviction, in accordance with studies performed on the Portuguese market, and taking in consideration the possible usage of the vehicles parts resulting from the dismantlement, that the effective impact of this legislation in the Company accounts will be reduced or nil.
Meanwhile, and according to the legislation in force (Dec./Law 196/2003), the Company signed a contract with "ValorCar – Sociedade de Gestão de Veículos em Fim de Vida, Lda" - a licensed entity for the management of an integrated system of ELV- the transfer of the liabilities in this process.
(Amounts in Euros)
The Group adopts the necessary measures relating to the environment, aiming to fulfil current applicable legislation.
The Toyota Caetano Group Board of Directors does not estimate that there are risks related to the environmental protection and improvement, not having received any infraction related to this matter during 2017.
The remuneration of the board members during the years 2017 and 2016, was as follows:
| Board Members | 2017 | 2016 |
|---|---|---|
| Board of Directors Fixed remunerations |
559.153 | 550.505 |
The remuneration of the Statutory Auditor, PricewatherhouseCoopers & Associados – S.R.O.C., Lda. for December 31, 2017 and 2016, was as follows:
| 2017 | 2016 | |
|---|---|---|
| Total fees related statutory audit | 59.575 | 59.670 |
| Total fees related assurance services | 1.000 | 3.500 |
| 60.575 | 63.170 | |
Since the conclusion of the year 2017 and up to date no significant events occurred.
The consolidated financial statements were approved by the Board of Directors on March 21, 2018.
According to the Portuguese Commercial Companies Code, it is possible the amended for these Financial Statements, after approval by the Board of Directors.
These financial statements are a translation of financial statements originally issued in Portuguese language in accordance with IFRS. In the event of discrepancies, the Portuguese language version prevails.
CHARTERED ACCOUNTANT BOARD OF DIRECTORS ALEXANDRA MARIA PACHECO GAMA JUNQUEIRA JOSÉ REIS DA SILVA RAMOS - Chairman
MARIA ANGELINA MARTINS CAETANO RAMOS SALVADOR ACÁCIO MARTINS CAETANO MIGUEL PEDRO CAETANO RAMOS NOBUAKI FUJII MATTHEW PETER HARRISON RUI MANUEL MACHADO DE NORONHA MENDES
Dear Shareholders:
In accordance with the terms of item g) of article 420.º of the "Código das Sociedades Comerciais" and the Articles of Association, it is our duty submit to your appreciation the report concerning the activity performed and to issue opinion regarding the documents and statements of the individual and consolidated accounts of TOYOTA CAETANO PORTUGAL, SA, referring to the financial year of 2017, which were presented to us by the Board of Directors.
In accordance with the assignments conferred to us, during this exercise we proceeded to the follow-up of the social business and to its evolution and, with the frequency and extent considered advisable and appropriate, to the general analysis of the financial procedures, accounting policies and measurement criteria adopted by the company.
We had analysed and approved the provision of additional services by PricewaterhouseCoopers & Associados - SROC, Lda. for the year 2017.
We have no knowledge of any situation which didn't respect the articles of association and the legal terms applicable.
We analysed the Individual Legal Certification of Accounts and the Consolidated Legal Certification of Accounts issued by the Statutory External Auditor, with which we agree.
Thus,
All members of the Fiscal Council of TOYOTA CAETANO PORTUGAL, S.A., under the terms of item c) of number 1 of article 245.º of the "Código de Valores Mobiliários", hereby declare that, as far as it is their knowledge, the information provided in item a) of the above referred article, including documents of individual and consolidated accounts, was elaborated according to the accounting rules applicable, evidencing a correct and clear image of the assets and liabilities, of the financial situation and results of TOYOTA CAETANO PORTUGAL, SA and that the management report clearly shows the business evolution, the performance and the position of the Company and companies included in its perimeter of consolidation, evidencing as well a description of the mains risks and incertitude's to be faced.
And, under the terms of number 5 of article 420.º of "Código das Sociedades Comerciais", the Fiscal Council of TOYOTA CAETANO PORTUGAL, S.A. states that the report on the structure and practices of corporate governance includes the elements referred in article 245.º-A of "Código dos Valores Mobiliários.".
Accordingly, we are of the opinion that the Annual General Meeting:
a) Approve the management report of the Board of Directors and the individual and consolidated Accounts related to the financial year ended on the December 31st, 2017;
b) Approve the proposal for the net result application, contained in the management report of the Board of Directors.
Vila Nova de Gaia, 21th March 2018
José Domingos da Silva Fernandes Alberto Luis Lema Mandim Daniel Broekhuizen
All members of the Fiscal Council of TOYOTA CAETANO PORTUGAL, S.A., under the terms of item c) of number 1 of article 245.º of the "Código de Valores Mobiliários", hereby declare that, as far as it is their knowledge, the information provided in item a) of the above referred article, including documents of individual and consolidated accounts, was elaborated according to the accounting rules applicable, evidencing a correct and clear image of the assets and liabilities, of the financial situation and results of TOYOTA CAETANO PORTUGAL, SA and that the management report clearly shows the business evolution, the performance and the position of the Company and companies included in its perimeter of consolidation, evidencing as well a description of the mains risks and incertitude's to be faced.
Vila Nova de Gaia, 21th March 2018
José Domingos da Silva Fernandes Alberto Luis Lema Mandim Daniel Broekhuizen
We have audited the financial statements of Toyota Caetano Portugal, S.A. (the Entity), which comprise the statement of financial position as at 31 December 2017 (which shows total assets of Euro 277.987.779 and total shareholders' equity of Euro 130.712.235 including a net profit of Euro 9.338.305), the statement of income by nature, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly in all material respects, the financial position of Toyota Caetano Portugal, S.A. as at 31 December 2017, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and other technical and ethical standards and recommendations issued by the Institute of Statutory Auditors. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the financial statements" section below. In accordance with the law we are independent of the Entity and we have fulfilled our other ethical responsibilities in accordance with the ethics code of the Institute of Statutory Auditors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
Disclosures related with revenue presented in the notes to the consolidated financial statements 2.3.n), 24 and 25.
The Company's revenue amounts to Euro 313 million This amount includes Euro 33,3 million referent to sales occurred in December.
According to IAS 18, revenue is recognized in the income statement when the significant risks and rewards of ownership are transferred from the seller to the buyer, it is probable that the economic benefits associated with the transaction will flow to Toyota Caetano Portugal and the amount of revenue can be measured reliably.
The automatic recognition of revenue is made at the moment of billing issuance. In a moment after that, a manual adjustment is made to the sales related with cars that, at the reporting date, were not delivered to the clients.
This issue is a key audit matter because there is a gap between the billing moment and the moment of the transfer of significant risks and rewards to the client, and also because the mentioned manual adjustment results from a manual procedure.
In order to mitigate the risk of a cut-off error concerning revenue recognition arising from sales of goods, we have performed the following audit procedures:
Identification and test of key controls related with revenues and receivables processes;
Inventory counting assistance and analysis of adjustments made to inventory;
Tests of detail to the cut-off assertion through the verification of delivery notes;
Tests of detail to revenue manual adjustments;
Disclosures related with inventory presented in the notes to the consolidated financial statements 2.3.e) and 11.
The Company presents in the consolidated statement of financial position, inventory amounting to Euro 61 million, representing about 22% of total assets. The mentioned amount includes Euro 45 million related with merchandise, which are measured at the lower of average acquisition cost and net realizable value.
The amount of merchandise contains Euro 7,4 million referent to used cars, without any cumulative impairment loss being recognized.
According to IAS 2, merchandise and raw and subsidiary materials are measured at average cost, which is lower that their respective market value. The inventory cumulative impairment losses reflect the difference between the acquisition cost and the net realizable value.
This issue is a key audit matter because of the magnitude of the amount of used cars inventory as well as the judgement inherent to assessment of impairment losses. There is the risk of the amount of recognized cumulative impairment losses not totally reflects the effective loss and that the difference between both amounts is material.
Key audit matter Summary of the audit approched
In order to mitigate the risk of the carrying amount of used cars inventory being greater that their net realizable value, we have performed the following audit procedures:
Test of detail to the valuation of used cars inventory as of December 31, 2017
Validation of valuation assumptions, including, among other procedures, analysis of historical commercial information and comparison between the Company's expectations concerning the net realizable value of used cars and market analysts' expectations.
Assessment of the controls implemented by the Company in order to minimize days in inventory related with used cars.
Analytical review to margins of used cars as well as to inventory turnover related with used cars.
Analysis of used cars' sales occurred after December 31, 2017 in order to identify situations in that the net realizable amount is lower than the carrying amount as of December 31, 2017.
Management is responsible for:
a) the preparation of the financial statements, which present fairly the financial position, the financial performance and the cash flows of the Entity in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union;
b) the preparation of the Directors' Report, including the Corporate governance Report, in accordance with the applicable law and regulations;
c) the creation and maintenance of an appropriate system of internal control to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
d) the adoption of appropriate accounting policies and criteria;
e) the assessment of the Entity's ability to continue as a going concern, disclosing, as applicable, events or conditions that may cast significant doubt on the Entity's ability to continue its activities.
The supervisory board is responsible for overseeing the process of preparation and disclosure of the Entity's financial information.
Our responsibility is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
a) identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
b) obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control;
c) evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
d) conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern;
e) evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
f) communicate with those charged with governance, including the supervisory board, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
g) of the matters we have communicated to those charged with governance, including the supervisory board, we determine which one's were the most important in the audit of the financial statements of the current year, these being the key audit matters. We describe these matters in our report, except when the law or regulation prohibits their public disclosure;
h) confirm to the supervisory board that we comply with the relevant ethical requirements regarding independence and communicate all relationships and other matters that may be perceived as threats to our independence and, where applicable, the respective safeguards.
Our responsibility also includes verifying that the information included in the Directors' report is consistent with the financial statements [and the verification set forth in paragraphs 4 and 5 of article No. 451 of the Portuguese Company Law.
In compliance with paragraph 3 e) of article No. 451 of the Portuguese Company Law, it is our understanding that the Director's report has been prepared in accordance with applicable requirements of the law and regulation, that the information included in the Directors' report is consistent with the audited financial statements and, taking into account the knowledge and assessment about the Entity, no material misstatements were identified.
In compliance with paragraph 6 of article No. 451 of the Portuguese Company Law, we hereby inform that the entity included in its Director's report the non-financial statement set forth in article No. 66-B of the Portuguese Company Law.
In compliance with paragraph 4 of article No. 451 of the Portuguese Company Law, it is our understanding that the Corporate governance report includes the information required under article No. 245-A of the Portuguese Securities Market Code, that no material misstatements were identified in the information disclosed in this report and that it complies with paragraphs c), d), f), h), i) and m) of that article.
In accordance with article No. 10 of Regulation (EU) 537/2014 of the European Parliament and of the Council, of April 16, 2014, and in addition to the key audit matters referred to above, we also provide the following information:
a) We were first appointed auditors of the Entity in the Shareholders' General Meeting of 23 April 2010 having remained in functions until the current period. Our last appointment was in the Shareholders' General Meeting of 30 April 2015 for the period from 2015 to 2018.
b) The management has confirmed to us it has no knowledge of any allegation of fraud or suspicions of fraud with material effect in the financial statements. We have maintained professional scepticism throughout the audit and determined overall responses to address the risk of material misstatement due to fraud in the financial statements. Based on the work performed, we have not identified any material misstatement in the financial statements due to fraud.
c) We confirm that our audit opinion is consistent with the additional report that was prepared by us and issued to the Entity's supervisory board as of 21 March 2018.
d) We declare that we did not provide any prohibited non-audit services referred to in paragraph 8 of article No. 77 of the by-laws of the Institute of Statutory Auditors ("Estatutos da Ordem dos Revisores Oficiais de Contas") and that we remain independent of the Entity in conducting our audit.
21 March 2018
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
José Miguel Dantas Maio Marques, R.O.C.
We have audited the consolidated financial statements of Toyota Caetano Portugal, S.A. (the Group), which comprise the consolidated statement of financial position as at 31 December 2017 (which shows total assets of Euro 298.480.671 and total shareholders' equity of Euro 132.099.653 including a net profit of Euro 9.338.305), the consolidated statement of income by nature, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly in all material respects, the consolidated financial position of Toyota Caetano Portugal, S.A. as at 31 December 2017, and their consolidated financial performance and their consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and other technical and ethical standards and recommendations issued by the Institute of Statutory Auditors. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section below. In accordance with the law we are independent of the entities that are included in the Group and we have fulfilled our other ethical responsibilities in accordance with the ethics code of the Institute of Statutory Auditors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
Disclosures related with revenue presented in the notes to the consolidated financial statements 2.3.o), 28 and 29.
The Group's revenue amounts to Euro 390 million. This amount includes Euro 37,9 million referent to sales occurred in December.
According to IAS 18, revenue is recognized in the income statement when the significant risks and rewards of ownership are transferred from the seller to the buyer, it is probable that the economic benefits associated with the transaction will flow to the Group Toyota Caetano Portugal and the amount of revenue can be measured reliably.
The automatic recognition of revenue is made at the moment of billing issuance. In a moment after that, a manual adjustment is made to the sales related with cars that, at the reporting date, were not delivered to the clients.
This issue is a key audit matter because there is a gap between the billing moment and the moment of the transfer of significant risks and rewards to the client, and also because the mentioned manual adjustment results from a manual procedure.
Disclosures related with inventory presented in the notes to the consolidated financial statements 2.3.e) and 10.
The Group presents in the consolidated statement of financial position, inventory amounting to Euro 96 million representing about 32% of total assets. The mentioned amount includes Euro 81 million related with merchandise, which are measured at the lower of average acquisition cost and net realizable value.
In order to mitigate the risk of a cut-off error concerning revenue recognition arising from sales of goods, we have performed the following audit procedures:
Identification and test of key controls related with revenues and receivables processes;
Inventory counting assistance and analysis of adjustments made to inventory;
Tests of detail to the cut-off assertion through the verification of delivery notes;
Tests of detail to revenue manual adjustments;
Analytical procedures to the caption sales (variance analysis against last year and budget)
In order to mitigate the risk of the carrying amount of used cars inventory being greater that their net realizable value, we have performed the following audit procedures:
Test of detail to the valuation of used cars inventory as of December 31, 2017
Validation of valuation assumptions, including, among other procedures, analysis of historical
| Key audit matters | Summary of the audir approched |
|---|---|
| The amount of merchandise contains Euro 35,8 million referent to used cars, being the respective cumulative impairment losses of Euro 1,1 million. According to IAS 2, merchandise and raw and |
commercial information and comparison between the Group's expectations concerning the net realizable value of used cars and market analysts' expectations. |
| subsidiary materials are measured at average cost, which is lower that their respective market value. The inventory cumulative impairment losses reflect the difference between the acquisition cost and the net realizable value. |
- Assessment of the controls implemented by the Group in order to minimize days in inventory related with used cars. |
| This issue is a key audit matter because of the magnitude of the amount of used cars inventory as well as the judgement inherent to assessment of impairment losses. There is the risk of the amount of recognized cumulative impairment losses not totally reflects the effective loss and that the difference between both amounts is material. |
- Analytical review to margins of used cars as well as to inventory turnover related with used cars. - Analysis of used cars' sales occurred after December 31, 2017 in order to identify situations in that the net realizable amount is lower than the carrying amount as of December 31, 2017. |
Management is responsible for:
a) the preparation of the consolidated financial statements, which present fairly the financial position, the financial performance and the cash flows of the Group in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union;
b) the preparation of the Directors' Report, including the Corporate governance Report, in accordance with the applicable law and regulations;
c) the creation and maintenance of an appropriate system of internal control to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
d) the adoption of appropriate accounting policies and criteria;
e) the assessment of the Group's ability to continue as a going concern, disclosing, as applicable, events or conditions that may cast significant doubt on the Group's ability to continue its activities.
The supervisory board is responsible for overseeing the process of preparation and disclosure of the Group's financial information.
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
a) identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
b) obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
c) evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
d) conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
e) evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
f) obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion;
g) communicate with those charged with governance, including the supervisory board, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
h) of the matters we have communicated to those charged with governance, including the supervisory board, we determine which one's were the most important in the audit of the consolidated financial statements of the current year, these being the key audit matters. We describe these matters in our report, except when the law or regulation prohibits their public disclosure;
i) confirm to the supervisory board that we comply with the relevant ethical requirements regarding independence and communicate all relationships and other matters that may be perceived as threats to our independence and, where applicable, the respective safeguards.
Our responsibility also includes verifying that the information included in the Directors' report is consistent with the consolidated financial statements [and the verification set forth in paragraphs 4 and 5 of article No. 451 of the Portuguese Company Law.
In compliance with paragraph 3 e) of article No. 451 of the Portuguese Company Law, it is our understanding that the Director's report has been prepared in accordance with applicable requirements of the law and regulation, that the information included in the Directors' report is consistent with the audited consolidated financial statements and, taking into account the knowledge and assessment about the Group, no material misstatements were identified.
In compliance with paragraph 6 of article No. 451 of the Portuguese Company Law, we hereby inform that the entity included in its Director's report the non-financial statement set forth in article No. 66-B of the Portuguese Company Law.
In compliance with paragraph 4 of article No. 451 of the Portuguese Company Law, it is our understanding that the Corporate governance report includes the information required under article No. 245-A of the Portuguese Securities Market Code, that no material misstatements were identified in the information disclosed in this report and that it complies with paragraphs c), d), f), h), i) and m) of that article.
In accordance with article No. 10 of Regulation (EU) 537/2014 of the European Parliament and of the Council, of April 16, 2014, and in addition to the key audit matters referred to above, we also provide the following information:
a) We were first appointed auditors of Toyota Caetano Portugal, S.A. in the Shareholders' General Meeting of 23 April 2010 having remained in functions until the current period. Our last appointment was in the Shareholders' General Meeting of 30 April 2015 for the period from 2015 to 2018.
b) The management has confirmed to us it has no knowledge of any allegation of fraud or suspicions of fraud with material effect in the financial statements. We have maintained professional scepticism throughout the audit and determined overall responses to address the risk of material misstatement due to fraud in the consolidated financial statements. Based on the work performed, we have not identified any material misstatement in the consolidated financial statements due to fraud.
c) We confirm that our audit opinion is consistent with the additional report that was prepared by us and issued to the Group's supervisory board as of 21 March 2018.
d) We declare that we did not provide any prohibited non-audit services referred to in paragraph 8 of article No. 77 of the by-laws of the Institute of Statutory Auditors ("Estatutos da Ordem dos Revisores Oficiais de Contas") and that we remain independent of the Group in conducting our audit.
21 March 2018
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
José Miguel Dantas Maio Marques, R.O.C.
The Remuneration Committee of Toyota Caetano Portugal, S.A states the following:
Analyzed all accounting data and other records of Toyota Caetano Portugal, this Committee verified that the changes occurred in the remuneration of the Governing Bodies during the year 2017 complied with the proposals of this Committee approved in the General Meeting of Shareholders of April 21, 2017.
In view of the current economic climate and given the forecasts of activity and results for the financial year 2018, provided by the Management of the Company, it is the understanding of this Committee that the amounts of remuneration of the fixed nature for all members of the governing bodies, who maintain executive functions, must respect in its essence the deliberations of the Management concerning the salary policy to be applied to the remaining Employees, in other words, they must in 2018 be updated in a range between 1,5% to 3%.
For the non-Executive, this Committee has the opinion that they shall not receive any remuneration, as it is the practice hitherto followed.
Regarding the Variable Remuneration of the executive members of the Board of Directors, it has been allocated according to the results obtained by the Company, combining with the distribution policy of dividends to the shareholders and the bonus payable to employees.
In 2017, when this remuneration component was attributed, was met the Commission's proposal of not exceeding 2% of the distributable results.
Therefore and referring to paragraph b) of number 3 of article 2 of Law 28/2009 of 19 June, this Remuneration Committee proposes the maintenance of this criteria for 2018, namely that the variable remuneration of the Executive Members of the Board of Directors as a whole does not exceeds 3% of the distributable profits determined in the financial year of 2017.
The decision to award Variable Remuneration depending on the results obtained has implicit the verification of the alignment of interests of the members of the Board of Directors with the interests of the Company and, therefore, is one of the mechanisms to be integrated in paragraph a) of number 3 of article 2 of Law No. 28/2009 of 19 June and simultaneously responding to paragraph e) of the same number of article 2 of Law No.28/2009, ensuring the limitation of the variable remuneration in the case that the results obtained are of a negative nature.
Concerning the information related to paragraph c) of number 3 of article 2 of Law No. 28/2009 of June 19, we certify the absence of any plan of allocation of shares or options to acquire shares by the members of the administration and supervision. This committee proposes to maintain this criterion.
The company's practice in the timing of annual payments must, in our opinion, remain, and therefore shall be excluded the possibility stated in paragraph d) of number 3 of article 2 of Law No. 28/2009.
Alberto Luis Lema Mandim Maria Conceição Monteiro da Silva Francelim Costa da Silva Graça
PART I – INFORMATION ON SHAREHOLDER STRUCTURE, ORGANIZATION AND CORPORATE GOVERNANCE
As at 31 December 2016, the Company share capital consists of 35,000,000 fully subscribed and paid bearer shares, each with a nominal value of 1 Euro, all shares being listed on Euronext Lisbon.
There are no shareholders holding special rights.
There are no restrictions on the transferability of shares or limitations to share ownership.
Not applicable
See number 6 of Part I.
Not applicable
This company isn't aware of any parasocial agreement between shareholders.
Qualified holdings in the share capital of Toyota Caetano Portugal, S.A:
| Shareholder | Number of shares |
% |
|---|---|---|
| Salvador Caetano Auto (S.G.P.S), S.A. | 22.777.241 | 65,078% |
| Toyota Motor Europe NV/SA directly | 9.450.000 | 27,000% |
The members of the Board of Directors and the members of Audit Board don't have any shares or bonds from the company.
| Member | Shares | Bonds |
|---|---|---|
| José Reis da Silva Ramos | 0 | 0 |
| Maria Angelina Martins Caetano Ramos | 0 | 0 |
| Salvador Acácio Martins Caetano | 0 | 0 |
| Miguel Pedro Caetano Ramos | 0 | 0 |
| Rui Manuel Machado Noronha Mendes | 0 | 0 |
| Matthew Peter Harrison | 0 | 0 |
| Nobuaki Fujii | 0 | 0 |
| Yoicho Sato | 0 | 0 |
| Member | Shares | Bonds |
| José Domingos da Silva Fernandes | 0 | 0 |
| Alberto Luis Lema Mandim | 0 | 0 |
| Daniel Broekhuizen | 0 | 0 |
| Maria Lívia Fernandes Alves | 0 | 0 |
| Kenichiro Makino | 0 | 0 |
Within the powers of the Board described in paragraph 21 of Part I is not foreseen explicitly granting of any specific power in relation to decisions to increase capital.
During financial year 2017 no business or transactions were performed between the company and holders of qualified holdings or entities with whom they have any relationship, pursuant to Article 20. of Código dos Valores Mobiliários (Portuguese Securities Code), outside of normal market conditions.
The General Shareholders' Meeting consists of all shareholders with voting rights, whose remit is to deliberate on statutory changes, evaluate the overall management and auditing of the Company, deliberate on the management report and the financial statements for the year, elect the governing bodies falling under its remit and generally deliberate on all terms submitted thereunto by the Board of Directors.
The company makes the necessary and adequate human resources and logistic support available for the members of the board of the General Shareholders' Meeting, through the company's legal department. The latter collaborates actively in the preparation of the General Shareholders' Meetings, ensuring publication of the respective convening notices, receipt and control of all communications from shareholders and financial intermediaries, working closely and also guaranteeing all the logistics of the general shareholders' meetings.
The Board of the General Shareholders' Meeting consists of 4 members, as follows:
José Lourenço Abreu Teixeira – President Manuel Fernando Monteiro da Silva – Vice-President Maria Olívia Almeida Madureira – Secretary Jorge Manuel Coutinho Franco da Quinta – Secretary
The current board of the General Shareholders' Meeting was elected in 30 April 2015 for a period of 4 years, and ends its mandate in 31 December 2018.
The information below covers the points 12 to 14 of Part I of the form attached to CMVM Regulation no. 4/2013
Under Article 4 (6) of the Articles of Association, to each group of one hundred shares corresponds one vote.
Shareholders intending to attend must have their shares registered under their name in the Company Share Register or otherwise provide proof of their deposit at a financial intermediary, by fax or e-mail, up to five working days prior to the date set for the General Shareholders' Meeting.
The Company's Articles of Association do not include statutory provisions providing for the existence of shares that do not confer voting rights or which provide that no voting rights are counted over a certain number, when issued by a single shareholder or shareholders related to him/her.
Only those shareholders who are legitimate owners of shares entitling them to at least one vote have the right to attend the General Shareholders' Meeting and to participate in discussions and voting. However, shareholders who do not have the minimum number of one hundred shares may group themselves in such a way as to complete that amount. In this situation, one member must be elected to represent the group, and this representative's identity must be sent by letter addressed to the Chairman of the Board of the General Shareholders' Meeting.
The company's Articles of Association do not include the duty, at least every five years, to subject the resolution of the General Shareholders' Meeting, to maintenance or removal of the statutory rule which provides for limiting the number of votes likely to be held or exercised by a single shareholder individually or by arrangement with other shareholders.
There are no defensive measures intended to cause automatic and serious erosion of company assets in case of transfer of control or change of composition of the management body.
No defined statutory rules exist on the exercise of voting rights except where pertaining to the minimum quorum of 75% required for the approval of the following resolutions:
a) Changes to the Articles of Association;
b) Incorporation of reserve funds in the share capital, namely and specifically revaluation reserves;
c) Transfer, leasing or cession of the operation of all or an important part of the company's activities, and the succession or acceptance of a third-party entity activity;
d) Reduction or increase in capital;
e) Sharing of profits and setting of the dividend percentage, as well as the possible
distribution of Free Reserve funds;
f) Issuance of bonds;
g) Election or dismissal of all or some members of the governing bodies;
h) Election or dismissal of the members of the Remuneration Committee;
i) Merger, demerger or dissolution of the Company, as well as the appointment of liquidators;
j) Acquisition, disposal, transfer, leasing and cession of fixed assets with a transaction value greater than two million, five hundred thousand Euros.
In order to deliberate on the matters referred in the previous point, if the required majority is not present during the first convening notice, the General Shareholders' Meeting will meet fifteen days later in order to deliberate on the same matters, with the requirement that the respective decision be voted by a seventyfive percent majority of the votes from present or represented shareholders.
Shareholders may exercise their postal voting rights, in accordance with the following terms and conditions:
a) Postal votes are to be sent to, and received by, the Company's headquarters, by means of registered letter with acknowledgement of receipt, addressed to the Chairman of the Board of the General Shareholders' Meeting, at least five working days prior to the date of the Meeting. The letter should include a statement issued by a financial intermediary providing proof of share ownership and also a sealed envelope containing the vote;
b) The voting paper must be signed by the legitimate shareholder or by his/her legal representative, and if the shareholder is a natural person, the vote shall be accompanied by a certified copy of his/her identification card; if the shareholder is a legal person, the signature should be certified as and empowered to exercise the voting rights.
c) Postal votes shall be considered at the moment of voting at the General Shareholders' Meeting, when they will be added to the votes cast at the meeting.
d) Only votes containing the following clear and unequivocal information shall be deemed valid:
indication of the General Shareholders' Meeting and of the item/s of the respective agenda to which the vote refers;
the specific proposal for which it is to be cast, including the indication of the respective proponent or proponents; however, the shareholder casting a postal vote in relation to a given proposal may declare that he/she votes against all other proposals pertaining to the same point of the agenda, with no further specification.
the precise and unconditional indication of the voting decision for each proposal, as well as whether the vote is maintained in case the proposal is altered by its proponent, the shareholder being permitted to make his/her vote conditional on a given proposal to the approval or rejection of another proposal, within the scope of the same agenda item.
e) It is understood that shareholders who send postal votes vote negatively on all deliberative proposals submitted after issuing the vote.
Toyota Caetano Portugal provides a template for exercising the postal voting right on the Company's website (www.toyotacaetano.pt).
As described in sub-paragraph a) of number I9, the vote ballots must be received by the company up to five days prior to the General Shareholders' Meeting.
We are required to inform that, in accordance with the Company's current Articles of Association, there is no provision for voting by electronic means.
The Company adopts the governance model commonly known as 'enhanced Latin', which recommends the separation of the board of directors and the audit body, as well as dual auditing, consisting of an audit board and a statutory auditor. The Board of Directors' evaluation concluded that the adoption of this model allows for an audit body with effective and enhanced auditing, composed entirely of members subject to a regime of incompatibilities and independence requirements.
The members of the Board of Directors are elected by the General Meeting for a period of four years, renewable, which is responsible for performing all acts of management to implement the operations inherent to its objects, acting in the best interests of the Company, shareholders and employees. The General Meeting may also elect two alternate directors.
In accordance with Article 17 of Toyota Caetano Portugal's Articles of Association, the appointment and replacement of the members of the management body abide by the following rules:
a) By means of the calling in of alternate members by the Chairman of the Board of Directors, respecting the order in which they appear on the list submitted to the General Shareholders' Meeting;
b) In case there are not alternate members, through co-option, to be carried out within sixty days following a definitive absence, unless the number of acting board members is insufficient for the Board of Directors to be able to operate;
c) Should no co-option have been effected, the alternate member shall be designated by the Audit Board;
d) By election of a new board member.
The appointment of non-executive board members is in accordance with Article 17 of Toyota Caetano Portugal, S.A.'s Articles of Association, and abiding by the following rules:
a) By means of the calling in of alternate members by the Chairman of the Board of Directors, respecting the order in which they appear on the list submitted to the General Shareholders' Meeting;
b) In case there are not alternate members, through co-option, to be carried out within sixty days following a definitive absence, unless the number of acting board members is insufficient for the Board of Directors to be able to operate;
c) Should no co-option have been effected, the alternate member shall be designated by the Audit Board;
New member
d) By election of a new board member.
New non-executive directors are appointed by election in the General Shareholders' Meeting.
The Board of Directors elected in 2015 for a period of 4 years, its mandate ending in 2018, consists, in accordance with the Articles of Association of Toyota Caetano Portugal, S.A., of 7 members, shareholders or not, elected by the General Shareholders' Meeting
The Board of Directors, its functions, independence and date of first appointment was as follows:
| Member | Function | Date of | |||
|---|---|---|---|---|---|
| Independence | designiation | ||||
| José Reis da Silva Ramos | Chairman | Executive | No | 29-01-2010 | |
| Maria Angelina Martins Caetano Ramos | Member | Executive | No | 30-03-1989 | |
| Salvador Acácio Martins Caetano | Member | Executive | No | 30-03-1989 | |
| Miguel Pedro Caetano Ramos | Member | Executive | No | 23-04-2010 | |
| Rui Manuel Machado Noronha Mendes | Member | Executive | No | 23-04-2010 | |
| Matthew Peter Harrison | Member | Non executive | No | 27-08-2015 | |
| Nobuaki Fujii | Member | Non executive | No | 01-04-2016 | |
| Yoicho Sato | Member | Não Executivo | No | 23-01-2014 |
In item 17 of Part I, are discriminated executive and non-executive directors, as well as those who are considered independent.
The executive members of the Board of Directors of Toyota Caetano Portugal, S.A. cannot be considered independent insofar as the appointment of all of them corresponds to the proposal by the main shareholder and their interests are aligned with it.
The non-executive members do not perform any other role in resident companies and there is no incompatibility in the exercise of their duties. However, they may not be considered independent as they represent Toyota Motor Europe, a company holding approximately 27% of the share capital of Toyota Caetano Portugal, S.A.
The assessment of the independence of the Board of Directors' members carried out by the management body is based on Article 414 (5) of Código das Sociedades Comerciais (Portuguese Commercial Companies Code).
19.PROFESSIONAL QUALIFICATIONS AND OTHER ELEMENTS RELEVANT CURRICULUM FOR EACH OF THE MEMBERS OF THE BOARD OF DIRECTORS
In annex (Annex I) is disclosed the professional qualifications of the members of the Board of Directors
No member of the Board of Directors currently holds Company shares. However, it should be noted that the process of sharing of the assets of Mr. Salvador Fernandes Caetano is still in progress.
Board of Directors
The Board of Directors delegates powers to a director responsible for each of the divisions identified in the above organization chart, including current management and with whom the Board meets regularly to review and follow-up the activity carried out. It should be noted that an annual budget is prepared and which, during the financial year, is subject to periodic control carried out by the Company's Board of Directors and by the company's operational management.
The Board of Directors is responsible for exercising the widest range of powers, representing the Company in and out of court, actively and passively, as well as to carry out all acts that seek to achieve the corporate purpose, in particular the following:
a) Without the need for resolution by the shareholders, the Board of Directors may create branches, agencies, delegations or other local forms of representation, in Portugal and abroad;
b) Install or acquire, keep, transfer or shut down establishments, factories, laboratories, workshops, deposits or warehouses;
c) Acquire, dispose of and commit their own shares and bonds in any manner, as per resolutions of the General Shareholders' Meeting; acquire and dispose of other fixed assets and commit them by any means; and acquire fixed assets and, with the prior opinion of the Audit Board, dispose of them by means of any acts or contracts, including to provide security interest.
d) Negotiate with any credit institution, particularly banks, each and every operation deemed necessary, namely by raising loans according to the terms, conditions and manner deemed most convenient;
e) Make bank account transactions, deposit and withdraw moneys; issue, draw, accept and endorse letters, promissory notes, checks, statements of invoices and any other credit instruments;
f) Admit to, desist from or compound with any actions;
g) Appoint Company representatives;
h) Carry out all other duties provided for in the Articles of Association or by law.
i) Ensuring the creation and operation of internal control and risk management systems.
The executive members of the Board of Directors make available any information requested by the company's Governing Bodies, namely to the Audit Board and the Board of the General Shareholders' Meeting, in a timely manner and as appropriate to the request.
The Audit Board, consisting of three permanent members and two alternate member, is responsible for supervising the management, verifying the compliance of the Company's accounts, accounting records and supporting documents, and ensuring compliance with the law and with the Company's Articles of Association.
As part of its function the Audit Board verify the internal audit process having access to all reports prepared which include, among others, matters related to accountability.
It is incumbent on the Audit Board to indicate, represent the company before, and supervise the activity and independency of, the External Auditor, directly interacting with him/her in accordance with his/her duties and the operating standards.
The Company is making efforts towards the creation and dissemination on the Company's website of the operating regulations of the board of directors and audit body.
The Board of Directors holds regular meetings, its resolutions being valid only when the majority of its members are present.
During the course of 2017, the Board of Directors convened seven times, and the corresponding minutes are registered in the Board of Directors' book of minutes having been present all its members
The General Shareholders' Meeting has delegated to the Remuneration Committee the specification of the remunerative policies to be applied, as well as the performance assessment of the members of the management body and the communication of information to the General Shareholders' Meeting on proposed policies and their compliance.
The remunerations policy for the Board of Directors and for the Audit Body is defined by an independent Remuneration Committee, based on criteria that meet the ability to create shareholder value. Definition of the above-mentioned criterion takes into account several factors including market comparative data and macroeconomic data.
As per approval by the Remuneration Committee, the fixed remuneration of the members of the Board of Directors is not directly dependent on the evolution of the Company share price or on income obtained.
However, all members of the Management Body are dependent on company income as regards the variable component of their annual remuneration, in what is usually designated as a "Balance Reward" or annual bonus, corresponding to an annual performance bonus calculated taking into account the assessment carried out by the Remuneration Committee within the scope of its duties
Regarding the policies to be followed in respect of the variable remuneration of the Management Body, this has been exclusively dependent on the annual net profits obtained by the company, following in a certain way the dividend payment and employee bonus policy approved by the General Shareholders' Meeting which, in historical terms and in light of the aggregate total of the Board of Directors, has represented about 3% of annual net income, but with some flexibility in the range of allocation, which may fall to a lower limit of 1.5% and never exceed the upper limit of 4%.
The executive members of the Board of Directors also carry out management duties in the following companies:
| NAME | COMPANY | FUNCTION |
|---|---|---|
| Rigor - Consultoria e Gestão, S.A. | Chairman Board Directors | |
| Saltano – Invest. e Gestão, SGPS, S.A. | Chairman Board Directors | |
| Caetano Auto, S.A. | Chairman Board Directors | |
| Caetano Renting, S.A | Chairman Board Directors | |
| Caetanobus – Fabricação. de Carroçarias, S.A. | Chairman Board Directors | |
| Caetano Aeronautic, S.A. | Chairman Board Directors | |
| Lusilectra – Veículos. e Equipamentos, S.A. | Chairman Board Directors | |
| Eng.º José Reis da Silva Ramos | Caetano Auto CV, S.A. | Chairman Board Directors |
| Chairman Board Directors TOYOTA CAETANO PORTUGAL, |
Portianga - Comercio Internacional e Participações, S.A. | Chairman Board Directors |
| Salvador Caetano - Indústria (SGPS), SA. | Chairman Board Directors | |
| S.A | Salvador Caetano Auto África, SGPS, S.A. | Chairman Board Directors |
| Grupo Salvador Caetano, SGPS, S.A. | Member Board Directors | |
| Salvador Caetano Auto, SGPS, S.A: | Member Board Directors | |
| Atlântica – Comp. Portuguesa de Pesca, S.A. | Member Board Directors | |
| Soc. Imobiliária Quinta da Fundega, Lda. | Manager | |
| Movicargo - Serviços Aduaneiros, Lda. | Manager | |
| Crustacil – Comércio de Marisco, Lda. | Manager |
| NAME | COMPANY | FUNCTION |
|---|---|---|
| Drª Maria Angelina Martins Caetano Ramos Member Board Directors TOYOTA CAETANO PORTUGAL, S.A. |
Grupo salvador caetano, SGPS, S.A. Atlântica – comp. Portuguesa de pesca, S.A. Poal - Pavimentações e Obras Acessórias, S.A. Auto Partner - Imobiliária, S.A. Cociga – Construções Civis de Gaia, S.A. Covim - soc. Agrícola, Silvícola e Imobiliária, S.A. Simoga - Sociedade Imobiliária de Gaia, S.A. Salvador Caetano Capital,SGPS, S.A. Salvador Caetano Auto, SGPS, S.A. Saltano – Invest. e Gestão, SGPS, S.A. Caetano Auto, S.A. Portianga – Com. Int. e Participações, S.A. Caetano - Baviera - Comércio de Automóveis, S.A. Salvador Caetano Auto África, SGPS, S.A. Caetano Auto CV, S.A. Crustacil – Comércio de Marisco, Lda. Maqtin - Comércio e Indústria de Máq. Ferramentas e Tintas, Lda. |
Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Vice-President Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Manager Manager |
| NAME | COMPANY | FUNCTION |
|---|---|---|
| Eng.º Salvador Acácio Martins Caetano Member Board Directors TOYOTA CAETANO PORTUGAL, S.A. |
Caetano-Baviera – Comércio de Automóveis, S.A. Salvador Caetano-Auto, SGPS, S.A. Caetano Retail, SGPS, S.A. Turispaiva – Soc. Turística Paivense, s.a Lavorauto - Administração Imb. E Cons. de Empresas, S.A. Grupo Salvador Caetano, SGPS, S.A. Rigor - Consultoria e Gestão, S.A. Saltano – Invest. E Gestão, SGPS, S.A. Caetano Renting, s.a Portianga – Com. Int. E participações, S.A. Cociga – Construções Civis de Gaia, S.A. Salvador Caetano Auto África, SGPS, S.A. Simoga - Sociedade Imobiliária de Gaia, S.A. |
Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Chairman Board Directors Vice-President Boar Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors Member Board Directors |
| Amorim Brito & Sardinha, Lda. Maqtin - Comércio e Indústria de Máq. Ferramentas e Tintas, Lda. |
Manager Manager |
| NAME | COMPANY | FUNCTION |
|---|---|---|
| Globalwatt, SGPS, S.A. | Chairman Board Directors | |
| Caetano Fórmula East África, S.A. | Chairman Board Directors | |
| Salvador Caetano Equipamentos, S.A. Sol Green Watt, s.l. |
Chairman Board Directors Presidente do Cons. Adm. |
|
| Caetanolyrsa, S.A. | Chairman Board Directors | |
| Drive Angola, S.A. | Chairman Board Directors | |
| Ibericar, Sociedad Iberica del Automóvil, S.A. | Chairman Board Directors | |
| Lidera Soluciones, S.L. | Vice-President Boar Directors | |
| Grupo Salvador Caetano, SGPS, S.A. | Member Board Directors | |
| Caetano - Baviera - Comércio de Automóveis, S.A. | Member Board Directors | |
| MDS Auto - Mediação de Seguros, S.A. | Member Board Directors | |
| Salvador Caetano Capital (SGPS), S.A. | Member Board Directors | |
| Engº Miguel Pedro Caetano Ramos | Portianga - Comércio Internacional e Participações, S.A. | Member Board Directors |
| Member Board Directors | Caetano Retail, SGPS, S.A. | Member Board Directors |
| TOYOTA CAETANO PORTUGAL, | Rigor - Consultoria e Gestão, S.A. | Member Board Directors |
| S.A. | Salvador Caetano - Auto, SGPS, S.A. | Member Board Directors |
| Salvador Caetano Auto África, SGPS, S.A. | Member Board Directors | |
| Caetano Aeronautic, S.A. | Member Board Directors | |
| Auto Partner - Imobiliária, S.A. | Member Board Directors | |
| Salvador Caetano Indústra, SGPS, S.A. | Member Board Directors | |
| Ibericar Barcelona Premium, S.L. | Member Board Directors | |
| MAPFRE Seguros Gerais, S.A. | Member Board Directors | |
| Guerin - Rent - a - Car (Dois) LDA. | Manager | |
| Robert Hudson, Limitada | Manager | |
| Simba Caetano Fórmula, Limited | Manager | |
| Caetsu Publicidade - Comércio e Serviços (SU), Lda | Manager | |
| Caetano Renting Angola, LDA | Manager | |
| NAME | COMPANY | FUNCTION |
|---|---|---|
| Dr. Rui Manuel Machado de Noronha Mendes | Caetanobus - Fabricação de Carroçarias, S.A. | Member Board Directors |
| Member Board Directors | Caetano Renting, S.A. | Member Board Directors |
| TOYOTA CAETANO PORTUGAL, S.A | Salvador Caetano Indústria (SGPS), S.A. | Member Board Directors |
The executive member just perform on the boards of subsidiaries and affiliated companies and their availability is total.
Non-executive members do not perform any management duties in other companies, carrying out their professional activity in Toyota Motor Europe.
The information provided in items 27 to 29 of the model attached to CMVM Regulation no. 4/2013 is not applicable to the Company.
Considering the composition of the Board of Directors, the governance model and the shareholder structure of the company, the Board of Directors does not understand appropriate the creation of special committees.
The supervisory board adopted according to the Latin model of corporate governance is the Audit Board
Audit Board, consisting of three permanent members and two alternate member.
The Audit Board, elected in 2015 for a period of four years, its mandate ending in 2018 and its duties are detailed as follows:
| Member | Function | Independence | Share | Date |
|---|---|---|---|---|
| designation | ||||
| José Domingos da Silva Fernandes Chairman | Yes | 0 | 2011-04-28 | |
| Alberto Luis Lema Mandim | Member | Yes | 0 | 2012-04-27 |
| Daniel Broekhuizen | Member | Yes | 0 | 2016-04-28 |
| Maria Lívia Fernandes Alves | Alternate Member | Yes | 0 | 2012-04-27 |
| Kenichiro Makino | Alternate Member | Yes | 0 | 2016-04-28 |
The Chairman of the Audit Board is independent, according to the criteria laid down in Article 414 (5) of Código das Sociedades Comerciais (Portuguese Commercial Companies Code), and in addition the Audit Board carries out the correspondent self-evaluation.
The members of the Audit Board have appropriate skills to carry out their roles and the Chairman is properly supported by the other members of the Audit Board (Annex I).
The regulations for the operation of the audit board are not disclosed on the website of the company.
Under Article 420., Paragraph 1, paragraphs c), d), e) and f) and 446., Paragraph 3 of the Commercial Companies Code, the Statutory Auditors to control the regularity of the accounting records and documents supporting materials, as well as, when appropriate, and by the way thought adequate, the extent of cash and stocks of any kind of goods or assets belonging to the Company or received as collateral, deposit or other security, and also the accuracy of the individual and consolidated financial statements and the accounting policies and valuation criteria adopted by the Company to conduct a proper assessment of the assets and profits.
Following the entry into force of Decree-Law n. º 185/2009, of 12 August also the Statutory Auditors has duty attest the Corporate governance report published annually contains the elements required under the law, namely, in respect of qualifying holdings in the share capital of the Company, the identification of holders of special rights and description of such rights, any restrictions on voting rights, the rules governing the appointment and replacement of directors and the amendment of Bylaws Society, the powers and proceedings of the board, and key elements of the internal control systems and risk management implemented in the Company in relation to the financial reporting process
The Audit Board met five times during the year 2017 and the corresponding recorded in the minutes book of the minutes of the Audit Committee, having been present all its members.
During the past five years, the members of the Audit Board have carried out other duties in the following companies:
José Domingos da Silva Fernandes Chairman of the Audit Board for the companies Caetano – Baviera – Comércio de automóveis, SA (Grupo Salvador Caetano) Statutory Auditor for the companies Multiponto, SA Summertime – Sociedade Imobiliária, SA Convemaia – Sociedade Imobiliária, Sa BDS, SGPS, SA ONIRAM – Sociedade Construtora de Máquinas Industriais, Lda
Alberto Luis Lema Mandim Member of the Audit Board for the company Caetano Auto SA Presidentr of the Audit Board for the company Fundação Salvador Caetano
Maria Lívia Fernandes Alves: Member of the Audit Board for the company Caetano Auto SA
Kenichiro Makino : does not perform any other duties in other Companies
The Audit Board has the duty of supervising the activity and independence of the External Auditor, interacting with him under the terms of his/her competences and operating standards and is the first recipient of the External Auditor's Report.
Furthermore, the Audit Board is responsible for proposing the provider of external audit services and the relevant remuneration and for ensuring that suitable conditions for the provision of the services are provided within the Company. Finally, the Audit Board evaluates the External Audit on an annual basis and submits to the General Shareholders' Meeting the proposal for his/her dismissal whenever there is fair grounds to that end.
Regarding this matter, reference is made in item 21 of Part I
Statutory Accountant, in the person of José Miguel Dantas Maio Marques, representing the company PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. nº 9077 in CMVM.
The current Statutory Auditors office held consecutively with the Company since 2010
The item "Other services" includes verification of the values reported in the billing reports in the scope of the fulfillment of the contractual obligations arising from the contract concluded under the Framework Agreement - Motor Vehicles and Motorcycles within the competence of the Public Purchase Agency and certification of the annual declaration on tires introduced in the Portuguese territory for the year 2016.
The Board of Directors, when requesting projects, before awarding them ensures that, under the terms of European Commission Recommendation No. C (2002) 1873 of 16 May 2002, no services are contracted of the auditors and their network liable to compromise their independence.
External auditoris the company PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. nº 9077 in CMVM
The external auditor performs functions sequentially with the Company since 2010.
Is not internally defined any policy of mandatory rotation of external auditor, in addition to the legally applicable to public interest entities, being the period of mandatory rotation of statutory social accounts representing the External Auditor on the performance of these functions due to the combination the paragraph. 2 of article 54. Statute of the Order of Chartered Accountants (7 years).
The Audit Board undertakes an annual assessment of the work of the External Auditor, ensuring that the fulfilment of the provisions laid down in Article 54 of Decree-Law No. 487/99 of 16 November (amended by Decree-Law No. 224/2008, 20 November) in relation to the rotation of the partner responsible for implementing the work.
The item "Other services" were essentially service of compliance granted.
The Board of Directors, when requesting projects, before awarding them ensures that, under the terms of European Commission Recommendation No. C (2002) 1873 of 16 May 2002, no services are contracted of the auditors and their network liable to compromise their independence.
The remunerations paid to our auditors and to other legal persons belonging to the same network, by the companies bearing a control or group relationship, amount to 60.575 Euro, distributed as follows:
| Company | € | % |
|---|---|---|
| Value of audit services | 28.000 | 45% |
| Value of other services | 1.000 | 2% |
| Group companies | ||
| Value of audit services | 31.575 | 52% |
Amendment of articles of the company statutes is possible only upon approval by the General Assembly by a majority of 75% of capital.
In order to deliberate on the matters referred to in the previous point, if the required majority is not present during the first convening notice, the General Shareholders' Meeting will meet fifteen days later in order to deliberate on the same matters, with the requirement that the respective decision be voted by a seventyfive percent majority of the votes from present or represented shareholders.
The reporting of irregularities shall be effected through the delivery of a written document or by internal email addressed to the market liaison officer (point 57 of part I). This officer will in turn use all available means for the analysis and verification of the reported facts, keeping, if required, the confidentiality of the initial information and firstly reporting the findings to the Board of Directors, who will then consider if they shall be disclosed to the market, within legally established parameters, if such disclosure is deemed necessary.
These reports are filed for a minimum period of five years, and are made available to the Auditors on demand.
III. INTERNAL CONTROL AND RISK MANAGEMENT
At Toyota Caetano Portugal, S.A., the control of risks inherent to the activity is carried out directly by the Board of Directors and is assessed on an annual basis by the Audit Board.
The Company produces financial information on a regular basis, and all the management information produced for both internal use and to be used by other entities, it is prepared using computer systems.
The Company Board of Directors delegates powers in the directors responsible for each of the divisions company which meets periodically for analysis and monitoring of developed financial information subject to regular monitoring carried out by the Board of Directors and the operational direction of the company.
Chart in point 21 of part I.
There is no other functional areas with competences for risk control beyond those referred to in point 50 of part III.
In its activities, Toyota Caetano is subject, in each of its business areas or of its subsidiaries, to a multitude of risks that have been identified in order to mitigate and control.
Credit to customers
Toyota Caetano's credit risk is mainly associated with loans to customers, related to its operating activity, the risk that a customer pays late or does not pay for property acquired primarily due to lack of liquidity.
The main goal of Toyota Caetano's credit risk management is to ensure the effective collection of the operating receivables from its Customers, according to the negotiated payment terms.
As a result of the relevant proportion of debt at variable rate in its Consolidated
Balance Sheet, and of the subsequent interest payment cash flows, Toyota Caetano is exposed to interest rate risk.
As a geographically diversified Group, with subsidiaries located in Cape Verde, the exchange rate risk is mainly the result of commercial transactions, arising from the purchase and sale of products and services in a currency that is different from the functional currency of each company.
Liquidity risk management at Toyota Caetano Group aims that the company has the ability to obtain, in a timely manner, the necessary funding to be able to undertake its business activities, implement its strategy and meet its payment obligations when due, while avoiding the need to obtain funding under unfavourable terms.
In order to mitigate the credit risk that results from the potential customer-related defaults on payments, the group's companies that are exposed to this risk have:
a specific credit risk analysis and monitoring department;
proactive credit management processes and procedures that are implemented and always supported by information systems;
hedging mechanisms (credit insurance, letters of credit, etc).
Interest rate risk
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to interest rate variations.
The exchange rate risk management policy seeks to minimize the volatility of the investments and operations denominated in foreign currencies, contributing to reduce the sensitivity of the group's results to exchange rate fluctuations. the group's exchange rate management policy is focused on a case-by-case assessment of the opportunity to hedge this risk, taking into account, particularly, the specific circumstances of the currencies and countries in question.
Toyota Caetano has been using financial derivatives to hedge, at least partially, its exposure to exchange rate variations.
Liquidity Risk
Liquidity risk management at Toyota Caetano Group aims at:
(i) Liquidity, i.e. guaranteeing continued access in the most efficient way to sufficient funds to meet current payments on their due dates, as well as any requests for funds, within the times set for such, even where these are not planned;
(ii) Safety, i.e. minimizing the probability of default in repayment of any application of funds; and
(iii) Financial efficiency, i.e. ensuring that Companies maximize the value/minimize the opportunity cost of holding excess liquidity in the short term.
Any surplus liquidity in the Group is applied to the amortization of short-term debt, as per the criteria of economic and financial reasonableness.
For detailed for this purpose, the Group's liquidity management involves the following aspects:
a) A consistent financial planning based on operating cash flow forecasts for different time horizons (weekly, monthly, annual and multi-annual);
b) The diversification of funding sources;
c) The diversification of the maturities of the debt issued in order to avoid excessive concentrations of debt repayments in short periods of time;
d) The arrangement of committed (and uncommitted) credit facilities, commercial paper programmes, and other types of financial operations with relationship Banks, ensuring the right balance between satisfactory liquidity levels and adequate commitment fees.
It should be noted further that the risk management set out above includes the following:
Sensitivity analysis (measurement of potential impacts according to the likelihood of occurrence of each risk);
strategic alignment of the company according to the risks actually incurred;
mechanisms for controlling the execution of the risk management measures adopted and their effectiveness;
information and communication internal mechanisms on the various components of the risk alert system.
Although no Investor Assistance Office has yet been formally established, this task is carried out by the market liaison officer. Whenever necessary, the market liaison officer ensures the provision to the market of all relevant information regarding noteworthy events, facts susceptible of inclusion within the framework of relevant facts, quarterly disclosure of income and answers to any clarification requests made by investors or by the general public as regards financial information of a public nature.
Market liaison officer:
Rui Manuel Machado de Noronha Mendes
Telefone: 227867203
E-mail: [email protected]
The representative for market relations receives calls daily with various issues, including clarification on dividends and other general meetings, usually answered immediately when the information is public.
V. WEB SITE
The website of the Company, www.toyotacaetano.pt, is available in Portuguese and in English according to CMVM VI.1 recommendation.
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Company", where is published information on the company, the public company status , headquarters and remaining data provided for in Article 171 of the Commercial Companies Code .
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Company", where is published information of The Statutes ;
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Company", where is published information of corporate officers;
Also find on the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Investor support" where is published the representative for market relations, the investor support office or equivalent structure, their functions and local access.
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Reports and accounts" where is disclosed for five years, the documents presenting the accounts for each financial year.
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "Calendar of events" is published the calendar of corporate events.
On the page of the Company's Internet within the tab identified as "investors" we find a tab for the "General Meeting" where we find the disclosure of the notice, resolutions and minutes of the General Assembly.
On the page of the Company's Internet within the tab identified as "investors" we find a relative to "General Meetings" tab where we find a historical record with the resolutions passed at general meetings of the company, the represented share capital and the voting results, with reference to the 7 year period.
I. JURISDICTION TO DETERMINE
The remuneration policy of the Board of Directors and Audit Board is set by an independent Remuneration Committee, based on criteria that meet the ability to create shareholder value. In defining the criteria stated above are taken into account several factors including comparative market data and macroeconomic data.
The Remuneration Committee consists of the following members:
Francelim Costa da Silva Graça
KNOWLEDGE AND EXPERIENCE OF MEMBERS OF THE REMUNERATION POLICY OF REMUNERATION
The professional experience of the members of the Remuneration Committee allows them to exercise their responsibilities effectively, while safeguarding the interests of the Company.
The seniority of the members of the Committee in carrying out their duties should be noted in this respect.
The Remuneration Committee to support the performance of its functions didn't contract any singular or collective entity that provides or has provided, over the past three years, services to any structure subject of the corporate boards, to the corporate boards itself or has current relationship with the company or consultant of the company.
III. STRUCTURE OF REMUNERATION
The remunerations policy for the Board of Directors and for the Audit Body is defined by an independent Remuneration Committee, based on criteria that meet the ability to create shareholder value. Definition of the above-mentioned criterion takes into account several factors including market comparative data and macroeconomic data.
The policy for remuneration of the directors responsible for each of the divisions identified in the functional organization chart of the Company presented of this report is structured based on a balance between the level of responsibility, in the fixed part, and performance against targets set both at the level of budgetary follow-up and for the result of previously agreed projects, in the variable part.
As per the Remuneration Committee's attached statement (Annex II), there are mechanisms within the Company that permit alignment of the interests of the members of the Management Body with the interests of the company.
As approved by the Remuneration Committee sets the remuneration of the members of the Board of Directors is not directly dependent on the evolution of the share price of the Company or of the results obtained.
There were no deferred payment of the variable component.
There is no allocation of variable remuneration in shares and taking into account the model of remuneration the members of the Board of Directors doesn't celebrate any contracts with the company or with third parties to mitigate the risk inherent in the variability of remuneration.
There is no agreement by the Board of Directors for the award of variable remuneration in shares
There is no agreement by the Board of Directors that have the effect to mitigate the risk inherent in the variability of remuneration fixed by the company.
No variable remuneration in options
Members of the Board of Directors are dependent on the performance of the company in the variable portion of their annual compensation, as is usually designated as "Bonus Balance" or annual bonus, corresponding to an annual performance bonus determined taking into account the assessment made by the Remuneration Committee as part of their duties.
Toyota Caetano Portugal, S.A. (together with other affiliates) has constituted a pension fund by public deed on 29 December1988. This Pension Fund initially provided, initially and as long as Toyota Caetano continued with its decision to make contributions to the fund, for the workers to receive, from the date of their retirement, a non-updateable supplement to be determined based on a percentage of salary, among other conditions.
Given the economic circumstances as of 1 January 2008 Toyota modified the conditions of Salvador Caetano Pension Fund, which can be summarized as follows:
retention of a Defined Benefits system (20% of social security pensionable salary as at the date of retirement (65 years)) for current pensioners and beneficiaries of deferred pensions, and also for all current employees of member companies of Salvador Caetano Group who on 1 January 2008 were over 50 years of age with more than 15 years' service in the company;
a Defined Contribution Scheme for the rest of the employees of the group.
The members of the Board of Directors benefit from the Salvador Caetano Pension Fund provided that they fulfil all the requirements demanded for any other employee of one of the companies of the universe included in the Pension Fund.
Currently, the pension fund covers the members of the Board of Directors who meet the above conditions.
The information below covers the points 77 to 81 of Part I of the form attached to CMVM Regulation no. 4/2013
The remunerations obtained by the members of the Board of Directors and Audit Board of Toyota Caetano Portugal, S.A. during the financial year of 2015 for the performance of their duties in the Company and in other Companies of the Group are as follows:
| Remunerations | Fixed Component |
Variable Component |
|||
|---|---|---|---|---|---|
| Toyota | Toyota | ||||
| Group | Group | ||||
| Company | Companies | Company | Companies | ||
| BOARD OF DIRECTORS | |||||
| José Reis da Silva Ramos | 155.013 | 0 | 0 | 0 | 155.013 |
| Maria Angelina Martins Caetano Ramos | 113.941 | 290.200 | 0 | 0 | 404.141 |
| Salvador Acácio Martins Caetano | 0 | 0 | 0 | 0 | 0 |
| Rui Manuel Machado Noronha Mendes | 83.655 | 0 | 0 | 0 | 83.655 |
| Miguel Pedro Caetano Ramos | 0 | 0 | 0 | 0 | 0 |
| Matthew Peter Harrison | 0 | 0 | 0 | 0 | 0 |
| Nobuaki Fujii | 0 | 0 | 0 | 0 | 0 |
| Yoicho Sato | 0 | 0 | 0 | 0 | 0 |
| AUDIT BOARD | |||||
| José Domingos da Silva Fernandes | 4.900 | 0 | 0 | 0 | 4.900 |
| Alberto Luis Lema Mandim | 3.500 | 0 | 0 | 0 | 3.500 |
| Daniel Broekhuizen | 0 | 0 | 0 | 0 | 0 |
| Maria Lívia Fernandes Alves | 0 | 0 | 0 | 0 | 0 |
| Kenichiro Makino | 0 | 0 | 0 | 0 | 0 |
| Total | 361.009 | 290.200 | 0 | 0 | 651.209 |
During the year ended December 31, 2017 didn't occur any cession of functions of any executive member and there wasn't no payment or due any payment as compensation.
The remuneration of the Chairman and Vice-Chairman of do Board of the General Shareholders' Meeting consists of a fixed amount corresponding to the actual attendance to the meetings held during 2017.
In 2017 both Chairman and Vice-Chairman did not earn any remuneration.
The information provided in sections 83 and 84 of the model attached to CMVM Regulation no. 4/2013 is not applicable to the Company.
The information provided in paragraphs 85 to 87 of the model attached to CMVM Regulation no. 4/2013 is not applicable to the Company as the Company has not adopted any plans to allot shares or any plans allocation of purchase of shares to members of governing bodies or employees options.
I. MECHANISMS AND CONTROL PROCEDURES
During financial year 2017 no business or transactions were performed between the company and holders of qualified holdings or entities with whom they have any relationship, pursuant to Article 20. of Código dos Valores Mobiliários (Portuguese Securities Code), outside of normal market conditions.
The Audit Board, within the scope of its remit, in accordance with the previous points, did not conduct a preliminary assessment of the business carried out between the company and holders of qualified holdings or entities with whom they have any relationship, pursuant to Article 20 of Código dos Valores Mobiliários (Portuguese Securities Code).
The Audit Board within its competence, in accordance with the above points, did not make prior assessment to the transactions between the company and the qualifying shareholders or entities with which they are in any relationship, in accordance with Article 20 of Securities code
Business with related parties are disclosed in Note 36 to the consolidated financial statements of the Annual Report 2016.
The Report is available on the Company's website at www.toyotacaetano.pt as well as in the field of Securities Market Commission www.cmvm.pt.
PART II - EVALUATION OF CORPORATE GOVERNANCE
The Report was prepared in compliance with the guidelines laid down in CMVM (Comissão do Mercado de Valores Mobiliários – Portuguese Securities Market Commission) Regulation No. 4/2013of 18 July.
| CMVM RECOMMENDATIONS | COMPLIANCE | REPPORT |
|---|---|---|
| I. ELIGIBILITY AND CORPORATE CONTROL I.1. Companies should encourage shareholders to attend and vote at general meetings, in particular by not setting an excessively high number of shares required to be entitled to one vote and implementing the necessary to exercise the right to vote by postal voting and electronic postal voting. |
Yes | Item 12 |
| I.2. Companies should not adopt mechanisms that hinder the passing of resolutions by shareholders, including shall not set a constitutive or deliberating quorum which outnumbers that which is provided for by Law. |
No | Item 12 |
| I.3Companies should not establish mechanisms that have the effect of causing the gap between the right to receive dividends or subscription of new securities and the voting rights of each share, unless duly justified by reference to the long-term interests of shareholders. |
Yes | Item 12 |
| I.4. . The articles of association of companies that, in fulfilling this principle, provide for the limitation of the number of votes that may be held or exercised by a single shareholder, individually or jointly with other shareholders, should also provide that the change or maintenance of this statutory provision be subject to decision by the General Shareholders' Meeting at least every five years - with no aggravated quorum requirement compared to the legal quorum - and that this decision shall count all the votes cast without |
No | Item 12 |
|---|---|---|
| operation of that restriction. I.5. Defensive measures should not be adopted where these are automatically intended to cause serious erosion of company equity in the event of transfer of control or change in the composition of the board of directors and thus obstruct the free transferability of shares and free assessment by shareholders of the performance of the members of board of directors. |
Yes | Item12 |
| II.1. SUPERVISION, GOVERNING AND AUDITING BODIES II.1. SUPERVISION AND GOVERNING |
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| II.1.1. Within the limits established by law for each governing and auditing structure, and unless the company is of a reduced size, the board of directors shall delegate the day-to-day running of the company and the delegated duties should be identified in the annual report on Corporate Governance. |
Yes | Item 21 |
| II.1.2. The board of directors shall ensure that the company acts in accordance with its goals, and should not delegate its duties, namely in what concerns: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions that should be considered to be strategic due to the amounts, risk or particular characteristics. |
Yes | Item 21 |
| II.1.3 1 In addition to fulfilling its auditing duties, the general and supervisory board must assume full responsibility to the corporate governance level, so by the statutory provision or by equivalent means, shall be paid to the requirement of this organ decide on the strategy and major policies of society, the definition of the corporate structure of the group and the decisions that must be considered strategic due to the amounts or risk. This body should also assess compliance with the strategic plan and the implementation of major policies of the company. |
Not Applicable | |
| II.1.4. Unless the company is of a reduced size and depending on the model adopted, the board of directors and the general and supervisory board, shall set up the necessary committees in order to: |
Not Applicable | |
| a) ensure that a competent and independent assessment of the executive board members' performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; b) 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 improvement |
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| II.1.5. Unless the company is of a reduced size and depending on the model adopted, the board of directors and the general and supervisory board should set goals in terms of risk-taking and create systems for their control to ensure that the risks actually |
Yes | Item 50 |
| incurred are consistent with those goals. II.1.6. The Board of Directors shall include a number of non executive members that ensure the efficient supervision, auditing and assessment of executive members' activity. |
No | Item 17 |
| II.1.7The non-executive board members must include an adequate number of independent directors, taking into account the governance model adopted, the size of the company and its shareholder structure and the respective free float. |
No | Item 18 |
|---|---|---|
| The independence of the members of the General and Supervisory Board and Member of the Audit Committee is assessed in accordance with applicable law , and as to the other members of the Board are considered independent person who is not associated with any group of interests specific society , nor under any circumstance likely to affect their impartiality of analysis or decision , particularly in relation to : a) Have been employees of the company or a company with which it is found in a control or group in the past three years; b) Have , in the past three years , provided services or established significant business relationship with the company or company with which it is in a control or group , either directly or as a partner, director, manager or officer of a legal person ; c) Being in favor of compensation paid by the company or by a company with which it is found in a control or group than the |
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| remuneration resulting from the exercise of the duties of a director; d) Living in consensual union, or a spouse , relative or order in and straight up to the 3rd degree , even in the collateral line , administrators or individuals directly or indirectly qualifying shareholders |
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| e) Be qualified shareholder or representative of a shareholder | ||
| holding qualifying holdings . II.1.8. When the board members that carry out executive duties are requested by other members of governing bodies to supply information, the former shall do so in a timely manner and the information supplied must adequately suffice the request made. |
Yes | Item 21 |
| II.1.9. The chairman of the executive committee shall send the convening notices and minutes of the meetings to the chairman of the board of directors and, when applicable, to the chairman of the |
Yes | Item 21 |
| audit board or of the audit committee. II.1.10. If the chairman of the board of directors carry out executive duties, this body shall appoint, from among its members, an independent member to ensure the coordination of the work of other non-executive members and the conditions so that they can make independent and informed or find an equivalent mechanism to ensure such coordination. |
No | Item 18 |
| II.2. AUDITING BODIES II.2.1. Depending on the applicable model, the chairman of the audit board, of the audit committee or of the committee on financial matters, should be independent and should have the appropriate skills to carry out his/her duties. |
Yes | Item 32 |
| II.2.2. The auditing body should be the main interlocutor of the external auditor and the first recipient of their respective reports, responsible for the propose the respective remuneration and to ensure that they are provided within the company, the appropriate conditions for the provision of services. |
Yes | Item21 |
| II.2.3. The auditing body, shall assess the external auditor on an annual basis and advise the General Shareholders' Meeting that he/she be discharged whenever justifiable grounds are present. |
Yes | Item 45 |
| II.2.4. The auditing board shall evaluate the functioning of the internal control systems and risk management and propose adjustments that may be required. |
Yes | Item 21 |
| II.2.5. The Audit Committee, the General and Supervisory or the Audit Board shall decide on the work plans and affections to internal audit services and services that ensure compliance with |
Yes | Item 21 |
| the rules applicable to the company (compliance services) resources, and should be addressed to the reports from these services at least when they are concerned matters related to accountability identification or resolution of conflicts of interest and the detection of potential illegalities. |
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|---|---|---|
| II.3. REMUNERATION II.3.1. Members of the remuneration committee or alike, shall be independent from the members of the board of directors and shall include at least one member with knowledge and experience in remuneration policy matters. |
No | Item 68 |
| II.3.2. No natural or legal person who provides or has provided, over the past three years, services to any structure under dependence of the Board of Directors, the company's Board of Directors itself or who is currently in a relationship with a company consultancy agency, shall be hired to support the Remuneration Committee in the performance of its duties. This recommendation also applies to any natural or legal person who has an employment or service provision contract with those bodies. |
Yes | Item 68 |
| II.3.3. The statement on the remuneration policy for the board of directors and the audit body, referred to in Article 2 of Law 28/2009 of 19 June, shall, in addition to the contents specified therein, contain sufficient information on: |
No | Item 69 |
| a) Identification and explanation of the criteria for determining the remuneration to be paid to members of governing bodies; |
||
| b) Information on the maximum potential amount, in individual terms, and the maximum potential amount, in aggregate, to be paid to members of governing bodies, and identification of the circumstances under which these maximum amounts may be payable; |
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| d) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of administrators. |
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| II.3.4. A proposal shall be submitted at the General Shareholders' | Not Applicable | |
| Meeting on the approval of schemes for the allotment of shares and/or stock options or further yet based on the fluctuations in share prices, to members of the governing and auditing bodies and other directors information for a correct assessment of the scheme. |
||
| II.3.5. Must be submitted to the General Meeting a proposal on the approval of any system of retirement benefits established for members of governing bodies. The proposal should contain all the elements necessary for a correct evaluation of the system. |
Yes | Item 76 |
| III. REMUNERATION III.1. The remuneration of the members of the board of directors should be structured to allow the alignment of their interests with the company's long-term interests and should be based on performance evaluation, and should discourage excessive risk |
Yes | Item 70 |
| taking. III.2. The remuneration of non-executive members of the board of directors and of the members of the audit board should not include any component whose amount depends on company performance or value. |
Yes | Item 77 |
| III.3. The variable component of the remuneration should be reasonable overall in relation to the fixed component of the |
No | Item 69 |
|---|---|---|
| remuneration, and ceilings should be set for all components. III.4. A significant portion of the variable remuneration shall be deferred for a period not less than three years, and its payment should be dependent on the continued positive performance |
No | Item 72 |
| of the company throughout this period. III.5. The members of the board of directors shall not enter into contracts, both with the company or with third parties, that may mitigate the risk inherent in the variability of remuneration fixed for them by the company. |
Not Applicable | Item 73 |
| III.6. Until the end of their mandate, executive directors should hold company shares that they have acquired through variable remuneration schemes, to a limit of twice the amount of their |
Not Applicable | |
| total annual remuneration, except those that need to be disposed of for the payment of taxes resulting from income on said shares. III.7. when the variable remuneration includes allocation of options, the start of the period should be deferred for not less than three years. |
Not Applicable | |
| III.8. When the removal of administrator is not due to serious breach of its duties or their unfitness for the normal exercise of their functions but still be reducible to poor performance, the company will find yourself provided with the appropriate and necessary legal instruments to any damages or compensation, beyond the legally due, is not required. |
No | |
| IV. AUDITING IV.1. The external auditor shall, within the scope of his/her remit, verify the application of the remuneration policies and systems, the efficiency and effectiveness of internal control mechanisms |
Yes | Item 34 |
| and report any deficiencies to the company's audit board. IV.2 The company shall not hire from the external auditor, or any entity with which it has a shareholding relationship or which are part of the same network, miscellaneous services other than audit services. Where there are reasons for hiring such services - which |
Yes | Item 47 |
| must be approved by the audit board and explained in its annual report on Corporate Governance - they shall not be more than 30% of the total value of the services provided to the company. IV.3. Companies shall promote the rotation of the auditor after two or three mandates depending on whether these are, respectively, four or three years. Retention of the auditor beyond this period shall be substantiated on a specific opinion of the audit board |
yes | Item 44 |
| that explicitly considers the level of auditor independence and the costs and benefits of replacement. |
||
| V. CONFLICT OF INTEREST AND AND RELATED PARTY | ||
| TRANSACTIONS V.1. The company's businesses with shareholders with qualifying holdings or entities with whom it has any type of relationship, pursuant to Art. 20 of Código dos Valores Mobiliários (Portuguese Securities Code), shall be carried out under normal market conditions. |
Yes | Item 89 |
| V.2. Businesses of significant relevance with shareholders with qualifying holdings or entities with whom it has any type of |
No | Item 89 |
| relationship, pursuant to Art. 20 of Código dos Valores Mobiliários (Portuguese Securities Code), shall be subject to the prior opinion of the audit board. This body shall establish the procedures and criteria required to define the relevant level of significance of such businesses and the other terms of its intervention. |
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|---|---|---|
| VI. REPORTING VI.1Companies shall provide, through its website, in Portuguese and English, access to information enabling knowledge about its evolution and its current reality in economic, financial and governance terms |
Yes | Item59 a65 |
| VI.2Companies should ensure the existence of an investor assistance office and permanent contact with the market, responding to requests from investors in a timely processing of applications submitted and the treatment that was given should be maintained |
Yes | Item 56 |
In relation to the recommendations that are not met, we wish to provide the following information:
I.2. Although a constitutive quorum that outnumbers that provided for by law has not been set, the Articles of Association of the Company provide for a set of resolutions, as defined in number I8 of the Report, which require a minimum quorum of 75% of the Company's share capital, a percentage higher than that provided for by law.
I.4. As mentioned in items 12 to 14 for each group of one hundred shares corresponds to one vote and are not contemplated in the statutes of the Company duty to submit to five years the amendment of the statutory provision in the General Assembly.
II.1.4. The Board of Director saw no need to create specific commissions for assessment of the executive members' performance and their overall performance and reflect on system structure and the adopted governance practices, verify its efficiency and propose measures to be implemented to its improvement.
II.1.6 The Board of Directors consists of a total of seven members, two of whom are non-executive members (refer to item 17 of the Report for further details concerning the composition of the Board), the number of non-executives accounting for 29% of the total number of board members.
II.1.7. The non-executive members of the board of directors (2 out of a total of 7 members), appointed by Toyota Motor Europe, may not be regarded as independent.
II.1.10. The chairman of the board of directors has executive functions and as mentioned in point no 18 the members non-executive aren't independent.
II.3.1. The members of the Remuneration Committee can not be considered independent due to seniority in the performance of their duties.
II.3.3. The statement on the remuneration policy for the board of directors and audit body, made by the remuneration committee as described in item 69, does not include decisions on payments for dismissal or termination by agreement of directors' roles.
III.3. There are not limits for fixed and variable components of the remuneration of the members of the management and supervisory
III.4. As described in item 72 the variable remuneration does not depend on a policy of medium and longterm maximization of profit of the Company.
III.8.The company does not have the legal instruments adequate and necessary to avoid any compensation don´t be required beyond the legally due.
V.2. The Audit Board, within the scope of its remit, did not conduct a prior evaluation of businesses carried out between the company and shareholders with qualifying holding and entities with whom it has any type of relationship, in accordance with Article 20 of Código dos Valores Mobiliários (Portuguese Securities Code), as it considers that these were carried out under normal market conditions.
Note: This Report on Corporate Governance is a translation of the Report on Corporate Governance originally issued in Portuguese language. In the event of discrepancies, the Portuguese language version prevails.
Name: José Reis da Silva Ramos
Date and Place of Birth: 15 August 1946, in Vila Nova de Gaia.
Marital Status: Married
Address: Alameda Senhor da Pedra, 262, Miramar Arcozelo, Vila Nova de Gaia
Academic Qualifications: Degree in Metallurgic Engineering
Professional Activity: Companies' Director
Name: Maria Angelina Martins Caetano Ramos
Date and Place of Birth: 18 August 1949, in Vila Nova de Gaia.
Marital Status: Married
Address: Alameda Senhor da Pedra, 262, Miramar Arcozelo, Vila Nova de Gaia
Academic Qualifications: Degree in Economics
Professional Activity: Companies' Director
Name: Salvador Acácio Martins Caetano Date and Place of Birth: 30 January 1955, in Vila Nova de Gaia. Marital Status: Married Address: Rua Moreira Lobo, 80, Miramar Arcozelo, Vila Nova de Gaia Academic Qualifications: Degree in Engineering Professional Activity: Companies' Director Name: Miguel Pedro Caetano Ramos Date and Place of Birth: 26 September 1971, in Vila Nova de Gaia. Marital Status: Married Address: C Carnicero Edif. Puerto Chico, 5 P04 B, Torremolinos – Malaga - Spain Academic Qualifications: Degree in Mechanical Engineering Professional Activity: Companies' Director Name: Rui Manuel Machado Noronha Mendes Date and Place of Birth: 8 August 1954, in Leça da Palmeira - Matosinhos. Marital Status: Married Address: Rua Dr. Manuel Rodrigues de Sousa, 64 – 6º Esq. - Matosinhos Academic Qualifications: Degree in Economics
Professional Activity: Companies' Director
Name: José Domingos Silva Fernandes
Date and Place of Birth: 28 March 1951, in Cedofeita - Porto.
Marital Status: Married
Professional Address: Rua Cunha Júnior, 41 – B, 1º sala 4 4250-186 Porto
Academic Qualifications:
1970 Accountant studies, at the former Instituto Comercial do Porto
1975 Decree in Economics – Porto University
Work experience:
1975 – 1993 Technician at Inspeção- Geral de Finanças
1987 – 2011 Professor at Porto's Instituto Superior de Contabilidade e Administração
Since 1982 Registered at the Statutory Auditors' Association, and has performed such duties in several entities.
Currently 1) Performs the duties of Chairman of the Audit Board at other entities
Caetano – Baviera – Comércio de automóveis, SA (Grupo Salvador Caetano)
2) Performs the duties of Statutory Auditor at the following entities
Multiponto, SA
Summertime – Sociedade Imobiliária, SA
Convemaia – Sociedade Imobiliária, Sa
BDS, SGPS, SA
Poliedro, SGPS, SA
ONIRAM – SOCIEDADE CONSTRUTORA DE MÁQUINAS INDUSTRIAIS, LDA
Name: Maria Livia Fernandes Alves Date and Place of Birth: 31 January 1945, in Nine - Vila Nova de Famalicão.
Marital Status: Divorced
Address: Rua Amorim Girão, 161, 1º Dtº, 4460-209 Senhora da Hora
Academic Qualifications: General Studies in Commerce
Date and Place of Birth: 5 de julho de 1939 in Ermesinde-Valongo
Marital Status: Married
Address: Rua da Boavista nº 53, 4445-349 Ermesinde
Academic Qualifications:
The Remuneration Committee of Toyota Caetano Portugal, S.A states the following:
a) Compliance with the policy set defined for Financial Year of 2016:
Analyzed all accounting data and other records of Toyota Caetano Portugal, this Committee verified that there was no change on the remuneration of the Governing Bodies during the year 2016, thus having been complied the proposals of this Committee approved in the General Meeting of Shareholders of April 28, 2016.
b) Policy of Remuneration applicable during the Financial Year 2017:
In view of the current economic climate and given the forecasts of activity and results for the financial year 2017, provided by the Management of the Company, is the understanding of this Committee that the amounts of remuneration of the fixed nature for all members of the governing bodies, who maintain executive functions, must respect in its essence the deliberations of the Management concerning the salary policy to be applied to the remaining Employees, in other words, they must in 2017 be updated in a range of 1% to 2%.
For the non-Executive, this Committee has the opinion that they shall not receive any remuneration, as it is the practice hitherto followed.
Regarding the Variable Remuneration of the executive members of the Board of Directors, it has been allocated according to the results obtained by the Company, combining with the distribution policy of dividends to the shareholders and the bonus payable to employees.
In 2016, this component of remuneration did not exist, and therefore it was accomplished the proposal of this Committee of do not exceed 2% of distributable results.
Therefore and referring to paragraph b) of number 3 of article 2 of Law 28/2009 of 19 June, this Remuneration Committee propose the maintenance of the criteria established for 2017, namely that the variable remuneration of the Executive Members of the Board of Directors as a whole does not exceeds 2% of the profits distributable determined in the financial year of 2016.
The decision to award Variable Remuneration depending on the results obtained has implicit the verification of the alignment of interests of the members of the Board of Directors with the interests of the Company and, therefore, is one of the mechanisms to be integrated in paragraph a) of number 3 of article 2 of Law No. 28/2009 of 19 June and simultaneously responding to paragraph e) of the same number of article 2 of Law No.28/2009, ensuring the limitation of the variable remuneration in the case that the results obtained are of a negative nature.
Concerning the information related to paragraph c) of number 3 of article 2 of Law No. 28/2009 of June 19, we certify the absence of any plan of allocation of shares or options to acquire shares by the members of the administration and supervision. This committee proposes to maintain this criterion.
The company's practice in the timing of annual payments must, in our opinion, remain, and therefore shall be excluded the possibility stated in paragraph d) of number 3 of article 2 of Law No. 28/2009.
The Remuneration Committee Alberto Luis Lema Mandim Maria Conceição Monteiro da Silva Francelim Costa da Silva Graça
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