Annual / Quarterly Financial Statement • Feb 23, 2021
Annual / Quarterly Financial Statement
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Financial Statements for the year ended 31 December 2020 and Directors' Report, together with Independent Auditor's Report
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanish-language version prevails.
This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanishlanguage version prevails.
The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the individual financial statements of Applus Services, S.A. (comprising the statement of financial position, statement of profit or loss, the statement of changes in equity, the statement of cash flows and the explanatory notes) for the year ended at 31 December 2020, prepared in accordance with the accounting policies applicable and approved by the Board of Directors at its meeting on 18 February 2021, present fairly the equity, financial position and results of Applus Services, S.A., and that the management report accompanying such financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A, as well as a description of the principal risks and uncertainties that the company faces. The aforementioned Financial Statements and Director's Report are integrated in the digital file with the 90D16BBF383FA44E016B04E72E39DB04E96388962F1D5AA7C05067F7E88E05AE hash code included in HTML file 213800M9XCA6NR98E873-2020-12-31.zip_213800M9XCA6NR98E873-2020-12-31 noix.html. All the Directors have signed to certify the above mentioned.
Madrid, 18 February 2021
Chairman Director
Director Director
Mr. Christopher Cole Mr. Ernesto Gerardo Mata López
Mr. John Daniel Hofmeister Mr. Fernando Basabe Armijo
Mr. Richard Campbell Nelson Mr. Nicolás Villén Jiménez Director Director
Ms. Maria Cristina Henríquez de Luna Basagoiti Ms. Maria José Esteruelas Director Director
Director Director
Ms. Essimari Kairisto Mr. Joan Amigó i Casas
Deloitte, S.L. Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40 www.deloitte.es
Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 14). In the event of a discrepancy, the Spanishlanguage version prevails.
To the Shareholders of Applus Services, S.A.,
We have audited the financia l statements of Applus Services, S.A. (the Company), which comprise the balance sheet as at 31 December 2020, and the statement of profit or loss, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.
In our opinion, the accompanying financia l statements present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2020, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company (identified in Note 2.1 to the financial statements} and, in particular, with the accounting principles and rules contained therein.
We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.
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 period. 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.
The Company has direct and indirect ownership interests in the share capital of Group companies and associates that are not listed on regulated markets, and has granted loans thereto (see Notes 4.1, 5.1, 5.2 and 10.2), which at 31 December 2020 amounted to EUR 1,590 million and EUR 389 million, respectively. Also, in 2020 the Company recognised an impairment loss of EUR 20 million on the aforementioned ownership interests, and this amount was charged to the statement of profit or loss, as a result of the review of the recoverable amount of the interests.
The assessment of the recoverable amount of these ownership interests and loans requires the use of significant estimates and judgements by management, both when choosing the valuation method and discounting future cash flows and when considering the key operating assumptions used. As a result of the foregoing, as well as the significance of the investments and loans held, this matter was determined to be a key matter in our audit.
Our audit procedures consisted, among others, of the evaluation of the measurement of the recoverable amount of the aforementioned ownership interests and loans performed by Company management, verifying both the appropriateness of the valuation method used in relation to the investment held and the clerical accuracy of the calculations made. We also evaluated the reasonableness of the cash flow projections and the discount rates by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plans and budgets and reviewed them for consistency with both historical information and the market situation. Also, we evaluated management's historical accuracy in the estimation process.
In addition, we evaluated the reasonableness of the discount rates applied, taking into consideration the cost of capital of comparable organisations, as well as perpetuity growth rates, among others.
Description
We involved internal business valuation experts to evaluate the reasonableness of the models and key assumptions used by the Company.
Lastly, we evaluated whether the disclosures included in Notes 4.1, 5.1, 5.2 and 10.2 to the accompanying financial statements in connection with this matter were in conformity with those required by the applicable regulatory framework.
Notes 8.1 and 8.5 to the accompanying financial statements detail the deferred tax assets amounting to EUR 24.2 million that are recognised in the balance sheet at 2020 year-end, corresponding to tax losses, tax credits and temporary differences amounting to EUR 19.5 million, EUR 4.3 million and EUR 0.4 million, respectively. The Company is the head of the Spanish tax group described in Note 4.3.
In addition, as indicated in Note 8.6, the Company has unrecognised deferred tax assets corresponding to tax losses and tax credits.
Our audit procedures to address this matter included, among others, evaluating the methodology and assumptions used by the Company, as well as verifying the consistency thereof taking into account both historical information and the market situation and the applicable tax legislation, which was verified with the assistance of internal tax experts. We also reviewed the consistency of the models with the financial information used by Company management in performing the impairment test on ownership interests in, and loans to, Group companies, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.
At the end of each reporting period, Company management assesses the recoverability of the tax assets recognised based on the projections of future taxable profits used to analyse the recoverability of tax losses in a timeframe of no more than ten years, taking into account current legislation and the most recently approved business plans. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.
We also analysed the historical accuracy of management in the process of preparing projections of future taxable profits for the purpose of analysing the recovery of tax losses, comparing the actual figures for the year with the projections made in the preceding year.
Lastly, we also verified that the disclosures required by the applicable accounting regulations were included in the notes to the accompanying financial statements. The disclosures on this matter can be found in Notes 4.3 and 8 to the financial statements.
The other information comprises only the directors' report for 2020, the preparation of which is the responsibility of the Company's directors and which does not form part of the financial statements.
Our audit opinion on the financial statements does not cover the directors' report. Our responsibility relating to the directors' report, in accordance with the audit regulations in force, consists of:
Based on the work performed, as described above, we observed that the information described in section a) above was furnished as provided for in the applicable legislation and that the other information in the directors' report was consistent with that contained in the financial statements for 2020 and its content and presentation were in conformity with the applicable regulations.
The directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the process involved in the preparation and presentation of the financial statements.
Our objectives are 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 the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is included in Appendix I to this auditor's report. This description, which is on pages 8 and 9 of this document, forms part of our auditor's report.
We have examined the digital file in European Single Electronic Format (ESEF) of Applus Services, S.A. for 2020, which comprises an XHTML file including the financial statements for 2020, which will form part of the annual financial report.
The directors of Applus Services, S.A. are responsible for presenting the annual financial report for 2020 in accordance with the format requirements established in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation").
Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with the audit regulations in force in Spain. Those regulations require that we plan and perform our audit procedures in order to ascertain whether the content of the financial statements included in the aforementioned file corresponds in full to that of the financial statements that we have audited, and whether those financial statements were formatted, in all material respects, in accordance with the requirements established in the ESEF Regulation.
In our opinion, the digital file examined corresponds in full to the audited financial statements, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.
The opinion expressed in this report is consistent with the content of our additional report to the Company's audit committee dated 19 February 2021.
The Annual General Meeting held on 29 May 2020 appointed us as auditors for a period of one year from the year ended 31 December 2019, i.e., for 2020.
Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Company became a Public Interest Entity.
DELOITTE, S.L. Registered in ROAC under no. S0692
Ana Torrens Borras Registered in ROAC under no. 17762
19 February 2021
Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the financial statements.
As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the entity's audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the entity's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.
From the matters communicated with the entity's audit committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
Financial Statements for the year ended 31 December 2020 and Directors' Report
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
(Thousands of Euros)
| ASSETS | Notes | 31/12/2020 | 31/12/2019 | EQUITY AND LIABILITIES | Notes | 31/12/2020 | 31/12/2019 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS: | 1.829.130 | 1.626.938 EQUITY: | 1.235.668 | 1.221.255 | |||
| Non-current investments in Group companies and associates- | 1.804.901 | 1.599.519 SHAREHOLDERS' EQUITY- | 1.235.668 | 1.221.255 | |||
| Equity instruments | 5.1 | 1.590.145 | 1.439.765 Share capital | 6.1 | 14.302 | 14.302 | |
| Loans to companies | 5.1 & 10.2 | 214.756 | 159.754 Share premium | 6.2 | 449.391 | 449.391 | |
| Deferred tax assets | 8.1 | 24.229 | 27.419 Reserves | 6.2 | 760.683 | 710.861 | |
| Treasury shares | 6.3 | (2.664) | (4.102) | ||||
| Profit for the year | 13.956 | 50.803 | |||||
| NON-CURRENT LIABILITIES: | 608.340 | 450.739 | |||||
| Non-current payables | 7 | 496.388 | 354.811 | ||||
| Non-current payables to Group companies and associates | 10.2 | 109.025 | 93.001 | ||||
| Deferred tax liabilitites | 8.1 | 2.927 | 2.927 | ||||
| CURRENT ASSETS: | 213.258 | 345.605 | |||||
| Trade and other receivables- | 10.498 | 16.179 CURRENT LIABILITIES: | 198.380 | 300.549 | |||
| Receivable from Group companies and associates | 10.2 | 785 | 1.459 Current payables- | 24.161 | 55.882 | ||
| Other receivables | 276 | 237 Bank borrowings | 5.3 & 7 | 24.161 | 55.882 | ||
| Corporate income tax receivables | 8.1 | 9.437 | 14.483 Current payables to Group companies and associates | 10.2 | 170.731 | 241.652 | |
| Current investments in Group companies and associates- | 5.2 & 10.2 | 175.190 | 328.347 Trade and other payables- | 3.488 | 3.015 | ||
| Short-term loans to Group companies and associates | 173.857 | 286.239 Payable from Group companies and associates | 10.2 | 98 | - | ||
| Other financial assets | 1.333 | 42.108 Sundry accounts payable | 490 | 575 | |||
| Short-term accruals | 73 | - | Remuneration payable | 1.544 | 2.162 | ||
| Cash and cash equivalents | 5.3 | 27.497 | 1.079 Tax payables | 8.1 | 1.356 | 278 | |
| TOTAL ASSETS | 2.042.388 | 1.972.543 | TOTAL EQUITY AND LIABILITIES | 2.042.388 | 1.972.543 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of financial position as at 31 December 2020.
(Thousands of Euros)
| Notes | 2020 | 2019 | |
|---|---|---|---|
| CONTINUING OPERATIONS: | |||
| Revenue- | 9.1 & 10.1 | 55.400 | 65.540 |
| Services | 3.016 | 3.530 | |
| Dividend revenue | 41.950 | 47.758 | |
| Finance revenue to Group companies and associates | 10.434 | 14.252 | |
| Staff costs- | 9.2 | (3.024) | (3.398) |
| Wages, salaries and similar expenses | (2.545) | (3.239) | |
| Employee benefit costs | (479) | (159) | |
| Other operating expenses- | (3.298) | (2.524) | |
| Outside services | (2.349) | (2.391) | |
| Taxes other than income tax | (949) | (133) | |
| Impairment and gains and losses on disposals of financial instruments | 5.1 | (20.000) | - |
| PROFIT FROM OPERATIONS | 29.078 | 59.618 | |
| Finance income- | 23 | 85 | |
| From marketable securities and other financial instruments of third parties | 23 | 85 | |
| Finance costs- | (18.377) | (18.500) | |
| On debts to Group companies and associates | 10.1 | (7.418) | (9.300) |
| On debts to third parties | (10.959) | (9.200) | |
| Exchange differences | 11 | (3.316) | 2.152 |
| FINANCIAL LOSS | (21.670) | (16.263) | |
| PROFIT BEFORE TAX | 7.408 | 43.355 | |
| Corporate income tax | 8 | 6.548 | 7.448 |
| PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 13.956 | 50.803 | |
| DISCONTINUED OPERATIONS: Profit for the year from discontinued operations net of tax |
- | - | |
| PROFIT FOR THE YEAR | 13.956 | 50.803 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of profit or loss for 2020.
A) STATEMENT OF COMPREHENSIVE INCOME FOR 2020
(Thousands of Euros)
| 2020 | 2019 | |
|---|---|---|
| PROFIT PER INCOME STATEMENT (I) | 13.956 | 50.803 |
| Income and expense recognised directly in equity: | ||
| Total income and expense recognised directly in equity (II) | - | - |
| Transfers to profit or loss: | ||
| Total transfers to profit or loss (III) | - | - |
| Total recognised income and expense (I+II+III) | 13.956 | 50.803 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of comprehensive income for 2020.
(Thousands of Euros)
| S ha ita l re ca p |
S ha re ium p rem |
Re se rve s |
Tre as ury ha s res |
Pro fit ( Lo ) ss for th e y ea r |
To l ta |
|
|---|---|---|---|---|---|---|
| B EG INN ING BA LA N C E 20 19 |
14 .30 2 |
44 9.3 91 |
70 0.6 78 |
( 5 ) 3.4 0 |
31 .99 7 |
1.1 92 .96 3 |
| To l re nis d inc nd ta co g e om e a ex p en se |
- | - | - | - | 50 .80 3 |
50 .80 3 |
| All ion f 2 01 8 p fit at oc o ro |
- | - | 10 .54 4 |
- | ( 31 .99 ) 7 |
( 21 .45 3 ) |
| - T ion ith ha ct tre ran sa s w as ury s res |
- | - | ( 36 1 ) |
( 69 ) 7 |
- | ( 1.0 58 ) |
| 20 19 EN DIN G BA LA N C E |
14 .30 2 |
44 9.3 91 |
71 0.8 61 |
( 4.1 02 ) |
50 .80 3 |
1.2 21 .25 5 |
| To l re nis d inc nd ta co g e om e a ex p en se |
- | - | - | - | 13 .95 6 |
13 .95 6 |
| f 2 fit All at ion 01 9 p oc o ro |
- | - | 50 .80 3 |
- | ( ) 50 .80 3 |
- |
| - T ion ith ha ct tre ran sa s w as ury s res |
- | - | ( ) 98 1 |
1.4 38 |
- | 45 7 |
| 20 20 EN DIN G BA LA N C E |
14 .30 2 |
44 9.3 91 |
76 0.6 83 |
( 2.6 64 ) |
13 .9 56 |
1.2 3 5.6 68 |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of changes in total equity for 2020.
(Thousands of Euros)
| Notes | 2020 | 2019 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES (I): | 77.865 | 14.255 | |
| Profit for the year before tax | 7.408 | 43.355 | |
| Adjustments for | |||
| Dividend revenue | 10.1 | (41.950) | (47.758) |
| Finance income | (10.457) | (14.337) | |
| Finance costs | 18.377 | 18.500 | |
| Exchange differences | 3.316 | (2.152) | |
| Impairment loss | 5.1 | 20.000 | - |
| Changes in working capital | |||
| Trade and other receivables | 1.182 | 1.368 | |
| Trade and other payables | 436 | 41 | |
| Other current assets | 255 | (1.278) | |
| Other current liabilities | (208) | 1.249 | |
| Other cash flows from operating activities | |||
| Dividends received | 82.725 | 5.758 | |
| Interest paid | (17.590) | (16.116) | |
| Interest received | 11.908 | 15.478 | |
| Corporate Income tax paid | 2.463 | 10.147 | |
| CASH FLOWS FROM INVESTING ACTIVITIES (II): | (145.204) | (63.041) | |
| Proceeds from disposal | |||
| Group companies and associates | 78.605 | 52.510 | |
| Payments due to investment | |||
| Group companies and associates | (223.809) | (115.551) | |
| CASH FLOWS FROM FINANCING ACTIVITIES (III): | 99.984 | 50.732 | |
| Proceeds and payments relating to financial liability instruments | |||
| Proceeds from issue of bank borrowings | 396.764 | 53.775 | |
| Proceeds from issue of borrowings from Group companies and associates | 45.277 | 112.658 | |
| Repayment of bank borrowings | (287.175) | (67.475) | |
| Repayment and amortisation of borrowings with Group companies and associates | (53.626) | (23.800) | |
| Other payments | (1.256) | (2.973) | |
| Dividend payments and renumeration of other equity instruments- | |||
| - Dividends | - | (21.453) | |
| EFFECT OF FOREIGN EXCHANGE RATE CHANGES (IV): | (6.227) | (1.111) | |
| NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV) | 26.418 | 835 | |
| Cash and cash equivalents at beginning of year | 1.079 | 244 | |
| Cash and cash equivalents at end of year | 27.497 | 1.079 | |
| Check: |
The accompanying Notes 1 to 14 and Appendices I and II are an integral part of the statement of cash flows for 2020.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 14). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
Notes to the financial statements for the year ended 31 December 2020
Applus Services, S.A. (formerly Applus Technologies Holding, S.L., hereinafter "the Parent" or "the Company") has been since 29 November 2007 the Parent of the Applus Group ("the Applus Group" or "the Group"). The Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid (Spain).
The Company purpose is as follows:
To carry out studies, works, measurements, tests, analyses and controls, in laboratories or in situ, and such other professional methods and actions considered necessary or advisable, in particular those related to manufacturing materials, equipment, products and installations, in the fields of mechanics, electricity, electronics and information technology, transport and communications, administrative organization and office automation, mining, food, environment, construction and civil works, performed during the stages of design, planning, manufacturing, construction and assembly and commissioning, maintenance and production for all types of companies and entities, both public and private, as well as before the Central State Administration, the Administrations of Autonomous Communities, Provinces and Municipalities, and all types of agencies, institutions and users, whether within the country or abroad.
The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, of the Corporate Income Tax Law, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.
The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.
All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.
Since 9 May 2014 the shares of the Company have been listed on the stock exchange.
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. The subsidiaries and associates directly or indirectly owned by the Company excluded from scope of consolidation either because they are dormant companies or because effective control over them is not exercised by the shareholders of the Applus Group are shown in Appendix II.
The Company is the head of a group of subsidiaries, the Applus Group, and is obliged under current legislation to prepare consolidated financial statements separately. The consolidated financial statements for 2019, which were prepared in accordance with International Financial Reporting Standards (IFRSs), were approved by the shareholders at the Annual General Meeting of Applus Services, S.A. on 29 May 2020, and were filed at the Madrid Mercantile Register.
These financial statements relate to the Company individually. The Company prepares consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) (see Note 4).
In view of the business activities carried out by the Company, there are not any environmental liabilities, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in the notes to the financial statements.
The present financial statements for 2020 were authorised for issue by the Company's Directors at the Board of Directors Meeting held on 18 February 2021. The present financial statements were formally prepared in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:
b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007, as amended by Royal Decree 602/2016, and its industry adaptations.
c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and the relevant secondary legislation.
The accompanying financial statements, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position, results of operations and cash flows for 2020. These financial statements, which were authorised for issue by the Company's Directors, will be submitted for approval by the shareholders at the Annual General Meeting. The Company's Directors consider that these financial statements will be approved without any changes.
The financial statements for 2019 were approved at the Annual General Meeting held on 29 May 2020.
In preparing these financial statements, the Company omitted any information or disclosures which, not requiring disclosure due to their qualitative importance, were considered not to be material in accordance with the concept of materiality defined in the conceptual framework of the 2007 Spanish National Chart of Accounts.
No non-obligatory accounting principles were applied. Also, the Directors formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect hereon.
All obligatory accounting principles were applied.
The Company's Directors are responsible for the information included in these financial statements in accordance with the applicable regulatory financial reporting framework (see Note 2.1) and for the internal control measures that they consider necessary to ensure the financial statements do not have any material misstatement.
In preparing the accompanying financial statements, estimates were made based on historical experience and on other factors considered to be reasonable in view of the current circumstances; these estimates formed the basis for establishing the carrying amounts of certain assets, liabilities, income, expenses and obligations whose value is not readily determinable using other sources. The Company reviews its estimates on an ongoing basis.
The main assumptions regarding the future and other significant sources of uncertainty in the estimates at year-end that could have a significant effect on the financial statements in the coming year were as follows:
Although these estimates were made on the basis of the best information available as of 31 December 2020 on the events analysed, events that may take place in the future might make it necessary to change these estimates (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively.
The Company's financial statements for 2020 were affected by COVID-19 and its global expansion to a large number of countries, which led to it being classified as a pandemic by the World Health Organization on 11 March 2020.
Bearing in mind the complexity of the markets due to their globalisation and the evolution of the pandemic in the current context of uncertainty regarding effective medical treatment against the virus, the consequences for the Company and for the Group's future operations remain uncertain and will depend to a large degree on the evolution of the pandemic in the coming months.
All the divisions of the Group in which the Company is the Parent had a good start to the year up until the middle of March when the effect of the measures to contain the spread of the COVID-19 started to severely impact operations resulting in a decrease in revenue, and particularly the Company in terms of dividends received, with respect to the comparative figures for 2019. At the date of authorisation for issue of these financial statements, a recovery had been observed in the second half of 2020.
In this context, the Company's Directors and management have conducted a detailed assessment of the current situation, based on the best available information at the reporting date. Due to the considerations detailed above, this information includes a high degree of uncertainty. The following aspects of the results of this assessment, which were taken into account in preparing the accompanying financial statements, are worthy of note:
• Liquidity risk: despite the situation described above, the Company's and the Group's cashflow from operating activities was positive at 31 December 2020, as a consequence of the preventive measures such as controlling and adapting costs, as well as working capital management controls and the cancellation of the proposed distribution of a dividend with a charge to profit for 2019, which enabled the Company to maintain a solid liquidity position.
The Company's main financing lines mature at long term between 2025 and 2028 (see Note 7).
As a result of the foregoing and having taken into account the cash forecasts for the coming months and compliance with covenants at 31 December 2020 (see Note 7), the Company's directors and management consider that the Company and the Group maintains a robust financial situation and a high level of liquidity.
• Operational risk: as described in Note 4.4, given the Company's holding activity, revenue mainly depends on the dividend revenue and the revenue of the loans granted to its subsidiaries. As a consequence, the Company's operational risk has been affected by the temporary interruptions to the Group's activity in certain businesses and geographical areas affecting the results obtained at the end of 2020. The measures adopted by the Group have aimed to maintain the long-term profits, prioritising at all times the social and human consequences of the crisis. It has been a priority to preserve the well-being of the employees and of their families, including protecting jobs as far as possible, supporting customers meet the operational challenges where in many cases Group's services continued to be essential, reducing costs and managing cash inflows and outflows and financial resources, in order to minimise the impact. As far as possible and in order to safeguard jobs and reduce the economic impacts of the situation described, measures were taken such as the implementation of furlough-type arrangements (Spanish ERTEs) in Spain and other similar measures in other geographical areas in which the Group operates.
Risk of measurement of assets and liabilities: the aforementioned factors which have an impact on the Company and, due to the Company's activity, on the Group, as well as other factors which affect the market where the Group operates, caused a drop in demand for services and interruptions to the business due to temporary shut-downs of activity. Consequently, the Directors re-estimated the recoverable amount of those assets in 2020. Therefore, the consolidated financial statements include the recognition of impairment losses on certain non-current assets and the Company's financial statements include the recognition of the impairment losses on investments in Group companies and associates, as described in Note 5.1.
• Going concern risk: taking into account all the aforementioned factors, the Company's directors consider that the conclusion on the application of the going concern basis of accounting remains valid.
The Company's Directors and management continue to constantly monitor the evolution of the pandemic.
The accounting policies were applied on a consistent basis in 2020 and 2019 and, accordingly, no operations or transactions were accounted for following different accounting policies that might have given rise to discrepancies in the interpretation of the comparative figures in both years.
Certain items in the statement of financial position, statement of profit or loss, statement of changes in equity and statement of cash flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.
In preparing the accompanying financial statements no errors were detected that would have made it necessary to restate the amounts included in the financial statements for 2019.
The proposed allocation of the Company's net profit, formulated by the Board of Directors that will be presented at the next Company's Annual General Meeting of the Shareholders, for 2020 is as follows:
| Thousands of | |
|---|---|
| Euros | |
| Basis of allocation: | |
| Unrestricted reserves | 7,497 |
| Profit of the year | 13,956 |
| 21,453 | |
| Allocation: | |
| To dividends | 21,453 |
| Total | 21,453 |
The proposed dividend of EUR 21,453 thousand corresponds to the gross amount of EUR 0.15 per share.
As indicated in Note 2, the Company applied accounting policies in accordance with the accounting principles and rules included in the Spanish Commercial Code, implemented in the current Spanish National Chart of Accounts (2007), and all other Spanish corporate law in force at the reporting date of these financial statements. In this connection, only those accounting policies that are specific to the Company's business activities and those considered significant on the basis of the nature of its activities are detailed below.
The financial assets held by the Company are classified in the following categories:
Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs.
Credits, receivables and held-to-maturity investments are measured at amortised cost.
Investments in Group companies and associates and interests in jointly controlled entities are measured at net cost of any accumulated impairment losses where appropriate. These losses are calculated as the difference between the carrying amount of the investments and their recoverable amount. Recoverable amount is the higher of fair value less costs to sell and the present value of the future cash flows from the investment. Unless there is better evidence of the recoverable amount, it is based on the value of the equity of the investee, adjusted by the amount of the unrealised gains existing at the date of measurement (including goodwill, if applicable).
The Company has majority ownership interests in the share capital of certain companies. The financial statements do not reflect the increases or decreases in the value of the Company's ownership interests which would arise from the application of consolidation methods. It should also be noted that, in accordance with current legislation, the Company prepares consolidated financial statements separately under International Financial Reporting Standards ("EU-IFRS"). These consolidated financial statements have been authorised for issue by the Board of Directors on the meeting held on 18 February 2021.
The main aggregates in the consolidated financial statements for 2020 prepared, as stipulated in Final Provision Eleven of Law 62/2003, of 30 December, in accordance with International Financial Reporting Standards approved by European Commission Regulations, are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Total Assets | 2,156,980 | 2,172,565 | |
| Equity attributable to the shareholders of the parent | 585,238 | 775,928 | |
| Revenue of the consolidated operations | 1,557,614 | 1,777,944 | |
| Net profit (loss) attributable to the parent | (158,239) | 55,650 |
The Company derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred, such as in the case of firm asset sales or factoring of trade receivables in which the Company does not retain any credit or interest rate risk.
Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company's business and those which, not having commercial substance, cannot be classified as derivative financial instruments.
Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.
The Company derecognises financial liabilities when the obligations given cease to exist.
At 31 December 2020 the Company does not hold any financial derivative products.
At least once per year, the Company tests financial assets not measured at fair value. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the statement of profit or loss.
Recoverable amount is the higher of fair value less costs to sell and value in use.
Management updates annually its subsidiaries business plan which is prepared according to the Group estimates by sector and geography, considering the specific characteristics of each company regarding to its customers, projects and services. The main components of this plan are: projections on operating income and expense, investment and working capital. The business plan prepared by the management for 2020 includes the budget for 2021 together with the projections for the following years.
The projections were prepared on the basis of past experience and of the best estimates available at the date on which the impairment tests were carried out.
In order to calculate the recoverable amount of each asset, the present value of its cash flows was determined using as a basis the business plan prepared by Company management. As a general rule, projections based on indefinite useful lives were used, applying a projected period of five years and a perpetual return from the sixth year onwards, except for the businesses with a finite useful life for which projections adjusted to the actual duration of the contract are used, considering in such cases the probability of renewal thereof. The cash flows generated by each asset were considered to grow to perpetuity at a rate equivalent to that of the growth of each industry in the territory in which it operates.
The main average discount rates after tax used in each of the Company's geographical areas were as follows:
| Country/geographical area | 2020 | 2019 |
|---|---|---|
| Spain | 8.4%-9.3% | 7.3%-8.8% |
| Rest of Europe | 5.9%-6.9% | 6.2%-7.4% |
| US and Canada | 6.5%-7.4% | 6.3%-7.5% |
| Latin America | 10.8%-13.6% | 10.4%-12.4% |
The Company's functional currency is the Euro. Therefore, transactions in currencies other than the Euro are deemed to be "foreign currency transactions" and are recognised by applying the exchange rates prevailing at the date of the transaction.
At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated by applying the exchanges rates prevailing at the closing date. Any resulting gains or losses are recognised directly in the statement of profit or loss in the year in which they arise.
Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the exchange rates prevailing at the date when the fair value was determined. The resulting gains or losses are recognised in equity or in profit or loss by applying the same methods as those used to recognise changes in fair value, as indicated in Note 4.1 on financial instruments.
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current corporate income tax expense is the amount payable by the Company as a result of corporate income tax settlements for a given year. Tax credits and other tax payment benefits on the tax payable, excluding tax withholdings and pre-payments, and tax loss carry forwards from prior years effectively offset in the current year reduce the current corporate income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carry forwards. These amounts are recognised by applying to the temporary difference or tax asset that are expected to apply at the corporate tax rates in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all temporary differences except for:
Deferred tax assets are only recognised in the statement of financial position if it is considered probable that the Company will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.
The Company is the head of the Applus Group, which files consolidated tax returns as being the tax group number 238/08, and the tax base for the year is determined as if individual returns were being filed, net of such tax credits and tax relief as might be deductible under the consolidated tax regime. The Company manages the accounts receivable or payable that arise.
The Spanish consolidated tax group is comprised by the following companies:
| Companies | ||||
|---|---|---|---|---|
| Applus Services, S.A. | Applus Energy, S.L.U. | |||
| Applus Servicios Tecnológicos, S.L.U. | Ringal Invest, S.L.U. | |||
| IDIADA Automotive Technology, S.A. | Autoservices Online, S.L.U. | |||
| Applus Norcontrol, S.L.U. | Applus Iteuve Technology, S.L.U. | |||
| Novotec Consultores, S.A.U. | Tunnel Safety Testing, S.A. | |||
| Applus Iteuve Galicia, S.L.U. | Inversiones Finisterre, S.L. | |||
| LGAI Technological Center, S.A. | IDIADA Homologation Technical Service, S.L. | |||
| Trámites, Informes, Proyectos, Seguridad y Medio | Supervisión y Control, S.A.U. | |||
| Ambiente, S.LU. | Laboratorio de Ensayos Metrológicos, S.L. |
The Company is head of the tax group and files consolidated VAT returns as part of VAT group number 0036/11. The Company manages the accounts receivable and payable generated in this connection.
The Spanish VAT group is comprised by the following companies:
| Companies | ||||
|---|---|---|---|---|
| Applus Services, S.A. Applus Servicios Tecnológicos, S.L.U. LGAI Technological Center, S.A. Applus Energy, S.L.U. |
Ringal Invest, S.L.U. Autoservices Online, S.L.U. Applus Iteuve Technology, S.L.U. |
According to BOICAC's 79, question 2, due to the Company's holding activity, both the dividend revenue and the finance revenue of the loans from its subsidiaries are recorded under the heading "Revenue".
Revenue and expenses are recognised on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided that the outcome of the transaction could be estimated reliably.
Interest revenue from financial assets is recognised using the effective interest method and dividend revenue is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as revenue in the profit or loss statement.
When preparing the financial statements, the Company's Directors make a distinction between:
The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the financial statements, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.
Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as financial cost on an accrual basis.
Under current legislation, the Company is required to pay termination benefits to employees terminated under certain conditions. Therefore, termination benefits that can be reasonably quantified are recognised as an expense in the year in which the decision to terminate the employment relationship is taken and a valid expectation regarding termination is created on the part of third parties.
Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.
Because of their nature, the Company's business activities do not have an environmental impact.
For the purposes of the presentation of the financial statements, group companies are considered to be those entities over which the Company directly and indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. This is generally because it holds more than 50% of the voting power.
Associates are companies over which the Company is in a position to exercise significant influence, but not control or joint control. Normally this capacity exists because the Company holds (directly or indirectly) between 20% and 50% of the voting power of the subsidiary.
For the purposes of the information in this section, related parties are considered to be:
The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's Directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
At 31 December 2020 and 2019, the Company did not have any finance leases.
Expenses resulting from operating leases are recognised in the statement of profit or loss in the year in which they are incurred.
The Company only holds certain vehicles under operating leases which do not have a significant impact.
Current assets are assets associated with the normal operating cycle, which in general is considered to be one year; other assets which are expected to mature, be disposed of or be realised within twelve months from the end of the reporting period; financial assets held for trading, except for financial derivatives that will be settled in a period exceeding one year; and cash and cash equivalents. Assets that do not meet these requirements are classified as non-current assets.
Similarly, current liabilities are liabilities associated with the normal operating cycle, financial liabilities held for trading, except for financial derivatives that will be settled in a period exceeding one year; and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.
The Company has established specific remuneration plans with its key employees:
Acquisitions of treasury shares are recognised at acquisition cost, reducing equity until they are sold. The gains and losses obtained on the disposal of treasury shares are recognised in "Reserves" in the accompanying statement of financial position.
The changes in "Non-current investments in Group companies and associates" in the statement of financial position in 2020 and 2019 were as follows (in thousands of euros):
| Categories | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Equity investments in Group companies, jointly controlled entities and | ||
| associates | 1,590,145 | 1,439,765 |
| Credits (loans) to Group companies (Note 10.2) | 214,756 | 159,754 |
| Total Non-current investments in Group companies and associates | 1,804,901 | 1,599,519 |
Equity investments in Group companies and associates
The changes in 2020 and 2019 in "Equity investments in Group companies, jointly controlled entities and associates" were as follows (in thousands of euros):
| Categories | 01/01/2020 | Additions | Impairment loss |
31/12/2020 |
|---|---|---|---|---|
| Equity investments in Group companies, jointly controlled entities and associates |
1,439,765 | 170,380 | (20,000) | 1,590,145 |
| Total | 1,439,765 | 170,380 | (20,000) | 1,590,145 |
In 2020 the Company increased its ownership interest in the subsidiary Applus Servicios Tecnológicos, S.L.U. by EUR 170,380 thousand through a sole shareholder contribution recognised in the investee's equity for that amount. This increase in the ownership interest in Applus Servicios Tecnológicos, S.L.U. was performed to enable the Group companies Applus Servicios Tecnológicos, S.L.U. and Applus Iteuve Technology, S.L.U. to acquire Reliable Analysis (Group) and Besikta Bilprovning (Group).
In 2020, as a consequence of the effects of the pandemic described in Note 2.5 and the consequent decrease in the demand for the Group's services, the Company's Directors have re-estimated the recoverable value of its equity investments operational activity, and therefore, the need to record an impairment loss in the carrying amount of the ownership interest in Applus Servicios Tecnológicos, S.L.U. by EUR 20,000 thousand in order to adjust the carrying amount to the recoverable amount has arrised, as described in Notes 2.5 and 4.1.
| Categories | 01/01/2019 | Additions | 31/12/2019 |
|---|---|---|---|
| Equity investments in Group companies, jointly controlled entities and associates |
1,439,765 | - | 1,439,765 |
| Total | 1,439,765 | - | 1,439,765 |
The value of direct shareholdings at 31 December 2020 and 2019 are as follows (in thousands of euros):
| Subsidiary | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Applus Servicios Tecnológicos, S.L.U. | 1,487,933 | 1,337,553 |
| Azul Holding 2 S.à.r.l. | 102,212 | 102,212 |
| Total equity investments in group companies, joint ventures and associates | 1,590,145 | 1,439,765 |
The most significant information in relation to subsidiaries in which the Company had a direct ownership interest at 2020 year-end is as follows:
| Thousands of euros | |||||||
|---|---|---|---|---|---|---|---|
| Name / Registered office |
% of ownership |
Share capital |
Profit (Loss) | Other | Carrying amount |
||
| From operations |
Net | equity items | Total equity | (Gross Cost) | |||
| Applus Servicios Tecnológicos, S.L.U. | 100% | 134,487 | 34,436 | 32,168 | 719,110 | 885,765 | 1,487,933 |
| Azul Holding 2, S.à.r.l. | 100% | 13 | (35) | (356) | 103,640 | 103,297 | 102,212 |
| Total | 134,500 | 34,401 | 31,812 | 822,750 | 989,062 | 1,590,145 |
The subsidiaries and associates directly and indirectly owned by the Company are shown in Appendix I. None of the subsidiaries are listed on the stock market.
The detail of the balances of "Current Investments in Group Companies and Associates" at 31 December 2020 and 2019 is as follows (in thousands of euros):
| Categories | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Credits (loans) and receivables from Group companies | 168,422 | 279,247 |
| Short-term interest receivable from Group companies | 5,435 | 6,992 |
| Account receivable relating to dividends | 1,333 | 42,108 |
| Total current investments in Group companies and associates (Note 10.2) |
175,190 | 328,347 |
The detail of the balances of "Cash and cash equivalents" at 31 December 2020 and 2019 is as follows (in thousands of euros):
| Categories | 31/12/2020 | 31/12/2019 |
|---|---|---|
| Cash recognised in current accounts | 27,497 | 1,079 |
| Total cash and cash equivalents | 27,497 | 1,079 |
At 31 December 2020 and 2019, no amount recognised under "Cash and cash equivalents" had been pledged.
"Cash and cash equivalents" include the debit balances recognised as "Multi Currency Notional Pooling" referring to a banking product arranged in 2015 in eight different currencies and which amounted to EUR 11,316 thousand at 31 December 2020 (credit balances amounting EUR 3,684 thousand at 31 December 2019, which were classified under "Current bank borrowings") (see Note 7).
At the end of 2020, the Company has credit facilities which are partially drawn down. The amount drawn down amounts to EUR 2,365 thousand (2019: EUR 50,572 thousand) which are classified under "Current bank borrowings" in the accompanying statement of financial position (see Note 7).
The Company's financial risk management is centralised in the Corporate Financial Department of the Applus Group, which has established required mechanisms to control exposure to interest rate and exchange rate fluctuations as well as credit and liquidity risk. The main financial risks affecting the Company are as follows:
a) Credit risk:
In general, the Company holds its cash and cash equivalents at banks with high credit ratings.
The accounts receivable at 31 December 2020 and 2019 relate mainly to balances with Group companies for services provided by the Company.
The Company's Directors consider that there was no significant credit risk at 31 December 2020 and 2019.
b) Liquidity risk:
The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its statement of financial position, together with credit and financing facilities.
The Company manages liquidity risk prudently by maintaining sufficient cash, the availability of financing in the form of committed credit facilities and through the sufficient capacity to settle market positions.
c) Market risk:
Both the Company's cash and part of its bank borrowings are exposed to interest rate risk, which variations could have an effect on financial profit or loss and cash flows. In addition, in order to follow Applus Group strategy of minimizing risks, part of the new debt was secured at a fixed interest rate. Private placement debt represents at 31 December 2020 a 43% of total debt drawn (64% at the end of 2019).
Company's Directors continue to constantly monitor these risks.
In addition, some of the balances with Group companies are in foreign currencies.
Therefore, the main market risks to which the Company is exposed are interest rate and foreign currency risk.
c.1) Interest rate risk:
The detail of the average interest rate and of the average financial debt drawn is as follows:
| 2020 | 2019 | |
|---|---|---|
| Average interest rate | 1.61% | 1.86% |
| Average financial debt drawn (thousands of euros) | 529,628 | 407,331 |
On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:
| Change in interest rate +0.50% | 2020 | 2019 |
|---|---|---|
| Change in borrowing costs (thousands of euros) | 1,517 | 887 |
c.2) Foreign currency risk:
The Company's management, based on activity in countries outside the eurozone, monitors the changes in the various currencies in which the Group operates and assesses the foreign currency risk that could affect its financial statements.
To manage foreign currency risk, the Company takes the following measures:
If the financial market of the country in which the investment is made allows for adequate financing to be obtained in terms of timing and cost, hedging is naturally obtained through financing taken in the same currency as that of the investment.
If the above is not possible, the Company determines asset and liability sensitivity to exchange rate fluctuations on the basis of the extent and severity (volatility) of the risk exposure.
At 31 December 2020, financial debt from the syndicated loan has been disposed in Canadian dollars (no financial debt was disposed in foreign currency at 31 December 2019), so the Company is exposed to foreign currency risk as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Financial debt subject to foreign currency risk | 45,869 | - | |
| Average financial debt drawn subject to foreign currency risk | 4,187 | - |
On the basis of the financial debt in foreign currency, the impact on borrowing costs of a change of half a point in the average exchange rate would be as follows:
| 2020 | 2019 | |||
|---|---|---|---|---|
| Change in exchange rate | +0.50% | -0.50% | - | - |
| Change in borrowing costs (thousands of euros) | 21 | (21) | - | - |
The Company has sent a loan to a Canadian Group subsidiary through the disposal in Canadian dollars from the syndicated loan, therefore there is a natural hedge as described above.
At 31 December 2016, the Company's share capital was represented by 130,016,755 fully subscribed and paid-up common shares of EUR 0.10 par value each.
On 28 September 2017, the Company's capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totaled EUR 137,166 thousand.
The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand net of the tax effect, and were recognised with a charge to reserves.
Therefore, at 31 December 2020 and 2019, the share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.
As per the notifications of the number of shares submitted to the Spanish National Securities Market Commission (CNMV), the following shareholders owned significant direct and indirect interests in the Company's share capital, representing more than 3% of share capital, at 31 December 2020 were as follows:
| % share | |
|---|---|
| River & Mercantile Group P.L.C | 5.05% |
| Norges Bank | 4.99% |
| Southeastern Asset Management Inc. | 3.33% |
| Threadneedle Asset Management Limited | 3.09% |
| Invesco Ltd. | 3.06% |
The Company's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Company, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Company.
Under the Spanish Companies Act, 10% of net profit for each year must be allocated to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount, except for that, and until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.
At the end of 2020 and 2019 the balance of this reserve amount to EUR 2,860 thousand and it had reached the legally minimum required.
At 31 December 2020 and 2019, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.
At the closing of the financial years 2020 and 2019, the Company owns reserves that add up to EUR 760,683 and EUR 710,861 thousand, respectively.
Spanish Companies Act allows to use the share premium reserves balance to increase capital and it does not establish specific restrictions on the availability of that balance.
At 31 December 2020, the Company holds a total of 317,809 treasury shares at an average cost of EUR 8.38 per share. The value of these treasury shares totalled EUR 2,664 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2020 (see Note 4.12).
At 31 December 2019, the Company holds a total of 343,849 treasury shares at an average cost of EUR 11.93 per share. The value of these treasury shares totalled EUR 4,102 thousand, which is recognised under "Treasury Shares" in the accompanying statement of financial position as at 31 December 2019 (see Note 4.12).
In February and March 2020 the Company delivered to the Executive Directors, Senior Executives and certain executives of the Group a total of 226,040 shares, in accordance with the new incentive plan granted (see Note 10.3).
The detail of "Non-Current Payables" and "Current Payables" is as follows (in thousands of euros):
| 31/12/2020 | 31/12/2019 | |
|---|---|---|
| Facilities Agreement | 237,810 | 126,941 |
| US Private Placement lenders | 230,000 | 230,000 |
| Bilateral facilities | 30,000 | - |
| Debt Arrangement fees | (1,422) | (2,130) |
| Total non-current payables | 496,388 | 354,811 |
| Accrued interests | 2,505 | 2,337 |
| Debt Arrangement fees | (709) | (711) |
| Bilateral facilities | 20,000 | - |
| Multi Currency Notional Pooling | - | 3,684 |
| Credit facilities (Note 5.3) | 2,365 | 50,572 |
| Total current payables | 24,161 | 55,882 |
| Total bank borrowings | 520,549 | 410,693 |
The Company's debt structure is composed of a portion of bank borrowings with a syndicate of nine banks and a placement of private debt with US institutional investors. The bank borrowings consist of a multi-currency syndicated loan of EUR 600 million available for all Group companies, which comprises of a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the private debt is EUR 230 million. The amount of the borrowings drawn down by the Company is disclosed in the foregoing table. The amount of the borrowings drawn down by the Group is disclosed in the consolidated financial statements of the Applus Group (see table in section a).
On 16 April 2020, the Company entered a new bilateral facilities agreement. The total loan amounts to EUR 50 million maturing on April 2023. The loan bears a market interest.
On 16 April 2020, the Company entered a new credit line limited to EUR 100 million maturing in 2021. This credit line has not been disposed.
The Company had liquidity of EUR 369 million at 31 December 2020, taking into account cash and cash equivalents reflected in the accompanying statement of financial position and the undrawn balances of the financing lines detailed previously.
The syndicated loan bears interest at Euribor for tranches in Euros and at Libor for tranches in foreign currency (CAD 72 million drawn down at 2020 year-end) plus a spread based on a leverage grid for each Facility.
All the tranches had an initial single maturity on 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years. On 27 June 2019 all tranches have been extended to 27 June 2024 and, on 16 June 2020, they were extended to 27 June 2025.
The private placement debt was placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing at 27 June 2025 and a tranche of EUR 80 million maturing at 27 June 2028.
The structure of the financial debt and the amounts drawn at 31 December 2020 and 2019 are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Tranche | Drawn by the | Drawn by the | Maturity | |||
| Limit | Company | Group | ||||
| Facility A "Term Loan" | 200,000 | 11,941 | 200,000 | 27/06/2025 | ||
| Facility B "Revolving Credit Facility" | 400,000 | 225,869 | 225,869 | 27/06/2025 | ||
| US Private Placement lenders - 7 years | 150,000 | 150,000 | 150,000 | 27/06/2025 | ||
| US Private Placement lenders - 10 years | 80,000 | 80,000 | 80,000 | 27/06/2028 | ||
| Accrued interests | - | 2,318 | 2,772 | |||
| Debt arrangement expenses | - | (2,131) | (2,786) | |||
| Total | 830,000 | 467,997 | 655,855 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Tranche | Drawn by the | Drawn by the | Maturity | |||
| Limit | Company | Group | ||||
| Facility A "Term Loan" | 200,000 | 11,941 | 200,000 | 27/06/2024 | ||
| Facility B "Revolving Credit Facility" | 400,000 | 115,000 | 115,000 | 27/06/2024 | ||
| US Private Placement lenders - 7 years | 150,000 | 150,000 | 150,000 | 27/06/2025 | ||
| US Private Placement lenders - 10 years | 80,000 | 80,000 | 80,000 | 27/06/2028 | ||
| Accrued interests | - | 2,337 | 2,808 | |||
| Debt arrangement expenses | - | (2,841) | (3,762) | |||
| Total | 830,000 | 356,437 | 544,046 |
Both the syndicated loan and the private placement debt are subject to the achievement of certain financial ratios The main one is defined as consolidated net debt to consolidated EBITDA of the last twelve months lower than 4.0x, tested every six months, at 30 June and 31 December.
In 2020, the Group obtained approval from the banks and institutional investors for an increase in the limit of the aforementioned ratio, for the periods ending 31 December 2020 and 30 June 2021, subject to certain terms and conditions.
At 31 December 2020, the ratio, calculated on the basis of the contractually established definitions of net consolidated debt and consolidated EBITDA, was 3.0x.
In accordance with the newly established terms and conditions, the Company's Directors expect the financial leverage ratio covenant to be met in the following years.
The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its consolidated financial statements and negative undertakings to not perform certain transactions without the lender's and investor's consent, such as certain mergers or changes of business activity.
None of Applus Group subsidiaries have their shares or other assets pledged to secure the financial debt.
The detail of the amounts drawn, by maturity, of "Non-Current Payables" and "Current Payables" is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Long Term | |||||||
| Limit | Short Term |
2022 | 2023 | 2024 | 2025 onwards |
Total | |
| Facility A "Term Loan" | 200,000 | - | - | - | - | 11,941 | 11,941 |
| Facility B "Revolving Credit Facility" | 400,000 | - | - | - | - | 225,869 | 225,869 |
| US Private Placement lenders | 230,000 | - | - | - | - | 230,000 | 230,000 |
| Bilateral facilities | - | 20,000 | 20,000 | 10,000 | - | - | 50,000 |
| Accrued interest | - | 2,505 | - | - | - | - | 2,505 |
| Debt Arrangement expenses | - | (709) | (709) | (411) | (120) | (182) | (2,131) |
| Credit Facilities | 170,000 | 2.365 | - | - | - | 2,365 | |
| Total | 1,000,000 | 24,161 | 19,291 | 9,589 | (120) | 467,628 | 520,549 |
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Long Term | |||||||
| Limit | Short Term |
2021 | 2022 | 2023 | 2024 | Total | |
| onwards | |||||||
| Facility A "Term Loan" | 200,000 | - | - | - | - | 11,941 | 11,941 |
| Facility B "Revolving Credit Facility" | 400,000 | - | - | - | - | 115,000 | 115,000 |
| US Private Placement lenders | 230,000 | - | - | - | - | 230,000 | 230,000 |
| Accrued interest | - | 2,337 | - | - | - | - | 2,337 |
| Debt Arrangement expenses | - | (711) | (709) | (709) | (411) | (301) | (2,841) |
| Credit Facilities | 135,000 | 54,256 | - | - | - | - | 54,256 |
| Total | 965,000 | 55,882 | (709) | (709) | (411) | 356,640 | 410,693 |
The detail of the current and non-current tax assets and tax liabilities at the end of 2020 and 2019 is as follows (in thousands of euros):
| Tax assets | Tax liabilities | |
|---|---|---|
| Non-current balances: | ||
| Deferred tax assets | 351 | 2,927 |
| Tax credits for tax loss carryforwards (Note 8.5) | 19,498 | - |
| Withholding taxes and other tax credits | 4,380 | - |
| Total non-current balances | 24,229 | 2,927 |
| Current balances: | ||
| Accrued social security taxes payable | - | 9 |
| VAT payable | - | 848 |
| Personal income tax withholdings payable | - | 417 |
| Income tax withholdings payable | - | 82 |
| Income tax withholdings receivables | 9,437 | - |
| Total current balances | 9,437 | 1,356 |
| Tax assets | Tax liabilities | |
|---|---|---|
| Non-current balances: Deferred tax assets Tax credits for tax loss carryforwards (Note 8.5) |
466 22,573 |
2,927 - |
| Withholding taxes and other tax credits | 4,380 | - |
| Total non-current balances | 27,419 | 2,927 |
| Current balances: | ||
| Accrued social security taxes payable | - | 10 |
| VAT payable | - | 156 |
| Personal income tax withholdings payable | - | 112 |
| Income tax withholdings receivables | 14,483 | - |
| Total current balances | 14,483 | 278 |
The reconciliation of the accounting profit (loss) to the taxable profit (tax loss) for corporate income tax purposes is as follows (in thousands of euros):
| 2020 | 2019 | |
|---|---|---|
| Accounting profit before tax | 7,408 | 43,355 |
| Permanent differences | (21,379) | (47,758) |
| Temporary differences | (81) | (544) |
| Tax loss | (14,052) | (4,947) |
| Tax profits from subsidiaries | 68,005 | 100,101 |
| Tax losses from subsidiaries | (9,926) | (6,604) |
| Tax base before tax consolidation adjustments | 44,027 | 88,550 |
| Offset of tax losses | (11,007) | (22,137) |
| Taxable profit | 33,020 | 66,413 |
| Tax charge | 8,255 | 16,603 |
| Offset of tax credits | (5,235) | (10,473) |
| Tax withholdings and prepayments | (6,729) | (11,606) |
| Corporate Income tax refundable (-) / payable(+) | (3,709) | (5,476) |
The permanent differences in 2020 relate mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received.
Pursuant to this rule, a portion of the dividend, has been adjusted downwards, EUR 27,208 thousand, paid by the subsidiary Applus Servicios Tecnológicos, S.L.U, also include the remaining amount of the dividend of EUR 14,742 thousand, of a total of EUR 41,950 thousand, which is exempt based on article 21 on Spanish Income Tax Law (see Note 10.1). It should also be noted that the Company has opted to apply the tax regime for foreign securities holding companies (ETVEs) envisaged in Articles 107 et seq. of the Spanish Income Tax Law.
The permanent differences in 2019 related mainly to the application of transitory rule 23 of the Spanish Income Tax Law (inspired by the former Article 30.6 of the Consolidated Spanish Income Tax Law), permitting the non-inclusion in the tax base of dividends received from the Spanish subsidiaries (and, therefore, their consideration as a reduction of the tax base of the ownership interest) and the claim for a double taxation tax credit, provided that there is evidence that the seller has effectively been taxed on an amount equal to the dividend received.
Pursuant to this rule, a portion of the dividend, was adjusted downwards, EUR 34,135 thousand, paid by the subsidiary Applus Servicios Tecnológicos, S.L.U, also included the remaining amount of the dividend of EUR 13,623 thousand, of a total of EUR 47,758 thousand, which is exempt based on article 21 on Spanish Income Tax Law (see Note 10.1).
The temporary differences for 2020 relate mainly, to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 1,533 thousand and to the recognition of provisions considered non-deductible for tax purposes, amounting to EUR 1,452 thousand.
The temporary differences for 2019 related mainly, to the amount of prior years' deductible borrowing costs amounting to EUR 572 thousand recognised in 2019 pursuant to Article 16 of the Spanish Income Tax Law, and to the reversal of provisions considered non-deductible for tax purposes, amounting EUR 351 thousand.
The reconciliation of the accounting profit to the corporate income tax expense (benefit) for 2020 and 2019 is as follows (in thousands of euros):
| 2020 | 2019 | |
|---|---|---|
| Accounting profit before tax | 7,408 | 43,355 |
| Permanent differences | (21,379) | (47,758) |
| Taxable accounting loss | (13,971) | (4,403) |
| Tax charge | (3,493) | (1,101) |
| Adjustments and recognitions/derecognition of tax credits and others | 1,073 | 1,101 |
| Deduction of unrecognised tax assets | (4,128) | (7,448) |
| Total corporate income tax expense (benefit) recognised in profit or loss | (6,548) | (7,448) |
The unrecognized tax deductions applied during 2020 and 2019 financial years mainly correspond to the internal double taxation deduction.
The breakdown of the corporate income tax (benefit) expense is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Current tax: Continuing operations Discontinued operations |
(9,738) - |
(11,046) - |
|
| (9,738) | (11,046) | ||
| Deferred tax: Continuing operations Discontinued operations |
3,190 - |
3,598 - |
|
| 3,190 | 3,598 | ||
| To Total tax expense (benefit) | (6,548) | (7,448) |
At 31 December 2020 and 2019, the prior year's tax loss carryforwards of the company recognised in the accompanying statement of financial position were as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Tax loss Tax asset recognised carryforwards (Note 8.1) |
|||
| 2010 | 43,764 | 10,941 | |
| 2011 | 34,230 | 8,557 | |
| Total | 77,994 | 19,498 |
| Thousands of Euros | |||
|---|---|---|---|
| Tax loss carryforwards |
Tax asset recognised (Note 8.1) |
||
| 2009 | 4,348 | 1,087 | |
| 2010 | 51,715 | 12,929 | |
| 2011 | 34,230 | 8,557 | |
| Total | 90,293 | 22,573 |
Additionally, "Deferred Tax Assets" of the accompanying statement of financial position as at 31 December 2020 includes other positive temporary differences amounting to EUR 351 thousand in 2020 and EUR 466 thousand in 2019 (see Note 8.1).
Finally, "Deferred Tax Assets" includes EUR 4.380 thousand corresponding to the recognition of withholding taxes for domestic double taxation (same amount as for 2019) (see Note 8.1).
At the end of each year the Company's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered in 10 years maximum.
The factors taken into consideration by the Company's Directors to recognise as a deferred tax asset, including tax credit for tax loss carry forwards, withholding taxes and tax credits for temporary differences at 31 December 2020, which support their future recoverability, are as follows:
The detail of the tax losses not recognised in the accompanying statement of financial position as at 31 December 2020 and 2019 is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Tax Loss carryforwards |
Tax credit not recognised |
||
| 2007 | 5,077 | 1,269 | |
| Total | 5,077 | 1,269 |
The detail of the tax credit carryforwards not recognised in the accompanying statement of financial positions at 31 December 2020 and 2019 is as follows (in thousands of euros):
| Year | Description | 31/12/2020 | 31/12/2019 |
|---|---|---|---|
| 2013 | Domestic double taxation tax credit | 13,703 | 17,962 |
| 2014 | Domestic double taxation tax credit | 4,313 | 4,313 |
| 2015 | Domestic double taxation tax credit | 4,227 | 4,227 |
| 2016 | Domestic double taxation tax credit | 3,925 | 3,996 |
| 2017 | Domestic double taxation tax credit | 4,693 | 5,021 |
| 2018 | Domestic double taxation tax credit | 4,419 | 4,727 |
| 2019 | Domestic double taxation tax credit | 5,743 | 6,144 |
| 2020 | Domestic double taxation tax credit | 4,897 | - |
| Total | 45,920 | 46,390 |
Additionally, the detail of the tax credits generated by Idiada Automotive Technology S.A. is as follows (in thousands of euros):
| Year | Description | 31/12/2020 | 31/12/2019 |
|---|---|---|---|
| 2009 | Specific activities taxation tax credit | - | 322 |
| 2010 | Specific activities taxation tax credit | - | 1,033 |
| 2011 | Specific activities taxation tax credit | 1,118 | 1,118 |
| 2012 | Specific activities taxation tax credit | 1,600 | 1,600 |
| 2013 | Specific activities taxation tax credit | 1,161 | 1,161 |
| 2014 | Specific activities taxation tax credit | 1,470 | 1,477 |
| 2015 | Specific activities taxation tax credit | 1,138 | 1,138 |
| 2016 | Specific activities taxation tax credit | 1,000 | 1,000 |
| 2017 | Specific activities taxation tax credit | 702 | 720 |
| 2018 | Specific activities taxation tax credit | 156 | 156 |
| 2019 | Specific activities taxation tax credit | 49 | - |
| Total | 8,394 | 9,725 |
In 2019 tax audits were commenced by the Spanish tax authorities at certain Spanish companies belonging to consolidated tax group, of income tax with number 238/08 and of VAT with number 0036/11 relating to the following taxes: Income tax (2014 to 2017), VAT (2015 to 2017) and Personal income tax withholdings and pre-payments (2015 to 2017). In 2020 these tax audits were completed and the Group received tax assessments, which it signed on an uncontested basis and paid. The tax assessment had a negative impact of EUR 1.9 million on the consolidated statement of profit and loss and a cash out impact of EUR 1.4 million on the consolidated statement of cash flows (a negative impact of EUR 1.7 million on the Company's financial statement of profit and loss and a cash out impact of EUR 1.2 million on the Company's statement of cash flows).
In general, at 2020 year-end, the years open for review for income tax were 2018-2019, for VAT 2018-2020 and for Personal income tax withholdings and pre-payments 2018-2020.
These notes to the financial statements do not include the information referred to in Article 42 bis of Royal Decree 1065/2007 in relation to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Company who are authorised representatives for accounts abroad held by a subsidiary of the Company non-resident in Spain, since such information is duly recorded and detailed in the Company's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007.
The Company's revenue relates in full to transactions carried out with Group companies (see Note 10.1).
The detail of the revenue for 2020 and 2019 is as follows (in thousands of euros):
| 2020 | 2019 | |
|---|---|---|
| Dividend revenue Finance revenue Management fee revenue |
41,950 10,434 3,016 |
47,758 14,252 3,530 |
| Total | 55,400 | 65,540 |
The detail of "Staff Costs" in the statement of profit or loss for 2020 and 2019 is as follows (in thousands of euros):
| 2020 | 2019 | |
|---|---|---|
| Wages and salaries | 2,341 | 3,239 |
| Termination benefits | 204 | - |
| Employer social security costs | 86 | 101 |
| Other employee benefit costs | 393 | 58 |
| Total | 3,024 | 3,398 |
The average number of employees in 2020 and 2019, by category and gender, is as follows:
| Category | Men | Women | Total |
|---|---|---|---|
| Top management Middle management Supervisors |
4 1 - |
- - 1 |
4 1 1 |
| Total | 5 | 1 | 6 |
| Category | Men | Women | Total |
|---|---|---|---|
| Top management Middle management Supervisors |
5 1 - |
- - 1 |
5 1 1 |
| Total | 6 | 1 | 7 |
Also, the breakdown of the workforce, by gender and category, at the end of 2020 and 2019 is as follows:
| Category | Men | Women | Total |
|---|---|---|---|
| Top management Middle management Supervisors |
4 1 - |
- - 1 |
4 1 1 |
| Total | 5 | 1 | 6 |
2019
| Category | Men | Women | Total |
|---|---|---|---|
| Top management Middle management Supervisors |
5 1 - |
- - 1 |
5 1 1 |
| Total | 6 | 1 | 7 |
In 2020 and 2019, Applus Services, S.A. has no employees with a disability equal to or greater than 33%.
The detail of the transactions with Group and related companies in 2020 and 2019 is as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Dividend revenue |
Finance income |
Finance cost |
Services rendered |
|||
| Applus Servicios Tecnológicos, S.L.U. | 40,725 | 2,091 | 923 | 3,016 | ||
| Applus Iteuve Technology, S.L.U. | - | 904 | 361 | - | ||
| Arctosa Holding, B.V. | - | 142 | - | - | ||
| Röntgen Technische Dienst Holding, B.V. | - | 1,454 | 360 | - | ||
| Libertytown Usa 1, Inc. | - | 1,708 | - | - | ||
| Ringal Invest, S.L.U. | - | 464 | - | - | ||
| Libertytown Australia Pty, Ltd. | - | 465 | - | - | ||
| Velosi Industries Sdn Bhd. | - | 506 | - | - | ||
| Libertytown Applus Rtd Germany, Gmbh. | - | 324 | 414 | - | ||
| Röntgen Technische Dienst, B.V. | - | 246 | 2 | - | ||
| John Davidson & Associates Pty, Ltd. | - | 17 | 235 | - | ||
| Applus RTD Norway, As. | - | 188 | - | - | ||
| Applus Pty Ltd. | - | 41 | 5 | - | ||
| Applus Norcontrol Guatemala, S.A. | - | 216 | - | - | ||
| LGAI Technological Center, S.A. | - | 79 | 726 | - | ||
| Velosi Certification Services L.L.C | - | 246 | - | - | ||
| Applus Energy, S.L.U. | - | 80 | - | - | ||
| RTD Quality Services, Inc. | - | 236 | 32 | - | ||
| Applus Norcontrol, S.L.U. | - | - | 657 | - | ||
| Applus Car Testing Service, Ltd. | - | 32 | 361 | - | ||
| Applus Iteuve Euskadi, S.A.U. | - | - | 234 | - | ||
| Novotec Consultores, S.A.U. | - | - | 136 | - | ||
| RTD Holding Deutschland, Gmbh. | - | - | 98 | - | ||
| Applus Velosi Canada Ltd. | - | 76 | 76 | - | ||
| TIC Investments Chile SpA | - | 364 | - | - | ||
| SAST International Ltd. | - | - | 712 | - | ||
| Supervisión y Control, S.A.U. | - | - | 466 | - | ||
| Velosi (HK) Ltd. | - | - | 350 | - | ||
| Azul Holding, 2, S.à.r.l. | 1,225 | 9 | - | - | ||
| Applus Singapore PTE Ltd. | - | 25 | 178 | - | ||
| Applus Inspection Services Ireland, Ltd. | - | 1 | 176 | - | ||
| Velosi Saudi Arabia Co Ltd. | - | - | 169 | - | ||
| Others | - | 520 | 747 | - | ||
| Total | 41,950 | 10,434 | 7,418 | 3,016 |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Dividend revenue |
Finance income |
Finance cost |
Services rendered |
|||
| Applus Servicios Tecnológicos, S.L.U. | 47,758 | 2,874 | 1,176 | 3,530 | ||
| Applus Iteuve Technology, S.L.U. | - | 628 | - | - | ||
| Arctosa Holding, B.V. | - | 146 | - | - | ||
| Röntgen Technische Dienst Holding, B.V. | - | 1,358 | 811 | - | ||
| Libertytown Usa 1, Inc. | - | 3,264 | - | - | ||
| Ringal Invest, S.L.U. | - | 639 | - | - | ||
| Libertytown Usa Finco, Inc. | - | - | - | - | ||
| Libertytown Australia Pty, Ltd. | - | 583 | - | - | ||
| Velosi Europe Ltd. | - | 17 | 14 | - | ||
| Velosi Industries Sdn Bhd. | - | 637 | - | - | ||
| Libertytown Applus Rtd Germany, Gmbh. | - | 586 | 26 | - | ||
| Röntgen Technische Dienst, B.V. | - | 629 | 433 | - | ||
| John Davidson & Associates Pty, Ltd. | - | 159 | - | - | ||
| Applus RTD Norway, As. | - | 390 | - | - | ||
| Applus Pty Ltd. | - | 162 | - | - | ||
| Applus Norcontrol Guatemala, S.A. | - | 372 | - | - | ||
| LGAI Technological Center, S.A. | - | 350 | 752 | - | ||
| Velosi Certification Services L.L.C | - | 210 | - | - | ||
| Applus Energy, S.L.U. | - | 111 | - | - | ||
| RTD Quality Services, Inc. | - | 394 | 61 | - | ||
| Applus Norcontrol, S.L.U. | - | - | 1,704 | - | ||
| Applus Car Testing Service, Ltd. | - | - | 970 | - | ||
| Applus Iteuve Euskadi, S.A.U. | - | - | 445 | - | ||
| Novotec Consultores, S.A.U. | - | - | 244 | - | ||
| RTD Holding Deutschland, Gmbh. | - | - | 144 | - | ||
| Applus UK Ltd. | - | 182 | 44 | - | ||
| Applus Velosi Canada Ltd. | - | 94 | 93 | - | ||
| TIC Investments Chile SpA | - | 90 | - | - | ||
| SAST International Ltd. | - | - | 688 | - | ||
| Supervisión y Control, S.A.U. | - | - | 670 | - | ||
| Velosi (HK) Ltd. | - | - | 377 | - | ||
| Others | - | 377 | 648 | - | ||
| Total | 47,758 | 14,252 | 9,300 | 3,530 |
On 23 June 2020, the subsidiary Applus Servicios Tecnológicos, S.L.U. approved the distribution of a dividend amounting to EUR 10,725 thousand out of profit for 2019. Subsequently, on 28 December 2020, the same subsidiary approved an interim dividend amounting EUR 30,000 thousand with charge to its profit for the year.
On 21 December 2020, the subsidiary Azul Holding 2 S.à.r.l. approved the distribution of a dividend amounting to EUR 1,225 thousand out of profit for 2020.
On 28 June 2019, the subsidiary Applus Servicios Tecnológicos, S.L.U. approved the distribution of a dividend amounting to EUR 5,758 thousand out of profit for 2018. Subsequently, on 31 December 2019, the same subsidiary approved an interim dividend amounting EUR 42,000 thousand with charge to its profit for the year.
Also, the Company has a "Management fee" agreement with Applus Servicios Tecnológicos, S.L.U. under which the Company charges the management, analysis and business plan development services and, overheads, among others. The amount payable under this agreement was established on the basis of a report prepared by an independent expert and is in line with market prices.
Additionally, the Company holds loans and cash pooling agreements with its subsidiaries, which generate finance income and expenses. The amount of these agreements was set based on a professional valuer's report at market rates.
The detail of the balances with related companies reflected in the statement of financial position as at 31 December 2020 and 2019 is as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| Other | |||||||
| Long-term credits |
Short-term credits |
financial | Long-term | Short-term | Trade | Trade | |
| (Note 5.1) | (Note 5.2) | assets | loans | loans | receivables | payables | |
| (Note 5.2) | |||||||
| Applus Servicios Tecnológicos, S.L.U. | 52,313 | 58,596 | - | - | 37,144 | 447 | - |
| Libertytown Usa 1, Inc. | 35,776 | 429 | - | - | - | - | 87 |
| Applus Iteuve Technology, S.L.U. | 42,838 | 9,655 | - | - | 13,710 | - | - |
| QPS Evaluation Services, Inc. | 45,378 | - | - | - | - | - | - |
| Ringal Invest, S.L.U. | - | 22,360 | - | - | 56 | - | - |
| Applus RTD Personal Service Gmbh. | - | 17,599 | - | - | - | - | - |
| Velosi Industries Sdn Bhd. | 3,000 | 7,524 | - | - | - | - | - |
| Libertytown Australia Pty, Ltd. | 8,829 | 6,163 | - | - | - | - | - |
| Röntgen Technische Dienst Holding, B.V. | - | 7,426 | - | - | 133 | - | - |
| Applus Iteuve Euskadi, S.A.U. | - | - | - | - | 3,134 | - | - |
| LGAI Technological Center, S.A. | - | 8 | - | 24,724 | 31,228 | - | - |
| Applus Inspection Services Ireland, Ltd. | - | 1 | - | - | 18,707 | - | - |
| Supervisión y Control, S.A.U. | - | 5,264 | - | 38,000 | 138 | 2 | - |
| Applus Car Testing Service, Ltd. | - | 4,606 | - | 9,930 | 67 | 10 | - |
| Applus Norcontrol, S.L.U. | - | - | - | - | 7,275 | - | - |
| Idiada Automotive Technology, S.A. | - | 1,147 | - | - | 352 | - | - |
| Röntgen Technische Dienst, B.V. | - | 2,180 | - | - | 6,920 | - | - |
| Norcontrol Guatemala, S.A. | 4,717 | 752 | - | - | - | 8 | - |
| Arctosa Holding, B.V. | - | 6,190 | - | - | - | - | - |
| John Davidson & Associates Pty, Ltd. | - | - | - | - | 18,331 | - | - |
| Applus Iteuve Galicia, S.L.U. | - | 3,463 | - | - | 5 | - | - |
| Applus Energy, S.L.U. | - | 3,985 | - | - | 80 | - | - |
| APPLUS Pty Ltd. | - | 646 | - | - | - | - | - |
| Velosi Certification Services L.L.C | - | 7,054 | - | - | 419 | 2 | - |
| Applus Deutschland Inspektions-Gesellschaft, GmbH. | - | 3 | - | - | 466 | - | - |
| Applus UK Ltd. | - | 729 | - | - | 2,044 | 48 | - |
| Applus Velosi Canada Ltd. | - | 2,052 | - | - | 2,373 | - | - |
| Azul Holding, 2, S.à.r.l. | - | 422 | 1,333 | - | - | - | - |
| Norcontrol Inspección S.A. | - | - | - | 1,079 | 33 | - | - |
| 3C Test Limited | - | - | - | 1,477 | 15 | - | - |
| RTD Quality Services, Inc. | - | 935 | - | - | 2,063 | 24 | - |
| Applus II Meio Ambiente Portugal, Lda. | - | - | - | - | 3,060 | - | - |
| Velosi (HK) Ltd. | |||||||
| - | - | - | 8,247 | 35 | - | - | |
| K1 Katsastajat, OY | - | - | - | 3,400 | 987 | - | - |
| RTD Holding Deutschland, Gmbh. | - | - | - | - | 4,686 | - | - |
| Novotec Consultores, S.A.U. | - | 325 | - | - | 1,665 | - | - |
| Sast International Ltd. | - | - | - | 18,815 | 227 | - | - |
| Applus Euskadi Holding, S.L. | 7,000 | 161 | - | - | 1,377 | - | - |
| TIC Investments Chile SPA | 11,920 | 419 | - | - | - | - | - |
| Applus Singapore PTE Ltd. | - | 1,076 | - | - | 4,702 | - | - |
| Applus Norcontrol República Dominicana, S.R.L. | 255 | 39 | - | - | - | - | - |
| SKC Engineering Ltd. | - | - | - | - | 2,384 | - | - |
| BK Werkstofftechnik – Prüfstelle für Werstoffe GmbH. | - | - | - | - | 686 | - | - |
| Applus LGAI Germany GmbH. | - | - | - | - | 386 | - | - |
| Applus RTD Gulf DMCC | - | 1,866 | - | - | 2,604 | 3 | 10 |
| Iteuve Canarias, S.L. | 294 | 3 | - | - | 1,305 | - | - |
| Libertytown RE, S.A. | - | - | - | 1,400 | 8 | - | - |
| Applus India Private Ltd | 822 | 3 | - | - | - | - | - |
| SARL Apcontrol Energie et Industrie Algerie | 400 | 19 | - | - | - | - | - |
| Steel Test (Pty) Ltd. | 370 | 16 | - | - | - | - | - |
| Applus Norcontrol Panamá, S.A. | - | - | - | 822 | 14 | 9 | - |
| Applus RTD Pte, Ltd. | - | - | - | 493 | 6 | - | - |
| Tunnel Safety Testing, S.A. | - | 71 | - | - | 913 | - | - |
| Others | 844 | 670 | - | 638 | 993 | 232 | 1 |
| Total | 214,756 | 173,857 | 1,333 | 109,025 | 170,731 | 785 | 98 |
| 2019 | |
|---|---|
| ------ | -- |
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Long | Short | Other | ||||
| term | term | financial | Long | Short | Trade | |
| credits | credits | assets | term loans | term loans | receivables | |
| (Note 5.1) | (Note 5.2) | (Note 5.2) | ||||
| Applus Servicios Tecnológicos, S.L.U. | - | 82,906 | 42,000 | - | 22,942 | 1,072 |
| Libertytown Usa 1, Inc. | 48,561 | 780 | - | - | - | - |
| Applus Iteuve Technology, S.L.U. | 40,000 | 28,155 | - | - | 40,000 | - |
| Ringal Invest, S.L.U. | - | 21,441 | - | - | 102 | - |
| Velosi Industries Sdn Bhd. | 3,000 | 8,651 | - | - | - | - |
| Libertytown Applus RTD Germany, Gmbh. | - | 1,953 | - | - | 51,818 | 142 |
| Libertytown Australia Pty, Ltd. | 8,829 | 5,683 | - | - | - | - |
| Röntgen Technische Dienst Holding, B.V. | 33,075 | 40,598 | - | - | 210 | - |
| Applus Iteuve Euskadi, S.A.U. | - | - | - | - | 10,622 | - |
| LGAI Technological Center, S.A. | - | 12,801 | - | 24,724 | 359 | - |
| Supervisión y Control, S.A.U. | - | 4,960 | - | 23,000 | 210 | - |
| Applus Car Testing Service, Ltd. | - | - | - | 9,930 | 18,250 | - |
| Applus Norcontrol, S.L.U. | - | 1,007 | - | - | 48,462 | - |
| Idiada Automotive Technology, S.A. | - | 12,454 | - | - | 3,299 | - |
| Applus RTD Norway, As. | - | 6,453 | - | - | - | - |
| Röntgen Technische Dienst, B.V. | - | 9,680 | - | - | 115 | 35 |
| Applus Norcontrol Guatemala, S.A. | 6,449 | 628 | - | - | - | - |
| Arctosa Holding, B.V. | - | 5,696 | - | - | - | - |
| John Davidson & Associates Pty, Ltd. | - | 3,263 | - | - | - | - |
| Applus Iteuve Galicia, S.L.U. | - | - | - | - | 19,904 | - |
| Applus Energy, S.L.U. | - | 3,857 | - | - | 28 | - |
| Applus Pty Ltd. | - | 28 | - | - | 933 | - |
| Velosi Certification Services L.L.C | - | 6,067 | - | - | - | 37 |
| Applus Deutschland inspektions-Gesellschaft, Gmbh | - | - | - | - | 1,281 | - |
| Applus UK Ltd. | - | 5,022 | - | - | 535 | - |
| Applus Velosi Canada Ltd. | - | 1,656 | - | - | 1,553 | - |
| Azul Holding, 2, S.à.r.l. | - | 413 | 108 | - | - | - |
| Norcontrol Inspección S.A. | - | - | - | 1,180 | 21 | - |
| 3C Test Limited | - | - | - | 2,802 | 33 | - |
| RTD Quality Services, Inc. | - | 13,291 | - | - | 7 | - |
| Applus II Meio Ambiente Portugal, Lda. | - | - | - | - | 2,770 | - |
| Velosi (HK) Ltd. | - | - | - | 8,543 | 149 | - |
| K1 Katsastajat, OY | - | - | - | 3,400 | 224 | - |
| RTD Holding Deutschland, Gmbh. | - | - | - | - | 4,731 | - |
| Novotec Consultores, S.A.U. | - | 579 | - | - | 6,479 | - |
| SAST International Ltd. | - | - | - | 18,658 | 267 | - |
| Applus Euskadi Holding, S.L. | 7,000 | 6,062 | - | - | - | - |
| TIC Investments Chile SPA. | 11,920 | 90 | - | - | - | - |
| Applus Singapore Pte. Ltd. | - | 943 | - | - | 3,118 | - |
| Tipsma, S.L.U. | - | 507 | - | - | - | - |
| Applus Norcontrol Republica Dominicana, S.R.L. | 279 | 32 | - | - | - | - |
| SKC Engineering Ltd. | - | - | - | - | 1,155 | - |
| BK Werkstofftechnik – Prüfstelle für Werkstoffe GmbH | - | - | - | - | 547 | - |
| Applus LGAI Germany GmbH | - | - | - | - | 538 | - |
| Autoservices Online, S.L.U. | - | - | - | - | 500 | - |
| Others | 641 | 583 | - | 764 | 490 | 173 |
| Total | 159,754 | 286,239 | 42,108 | 93,001 | 241,652 | 1,459 |
"Short-term credits from Group companies" and "Short-term loans to Group companies" include accounts receivable and accounts payable with various Group companies arising from the Company's inclusion as the head of the consolidated tax group, accounts receivable amounting at 31 December 2020 to EUR 16,391 thousand and accounts payable amounting to EUR 3,614 thousand (2019: accounts receivable EUR 25,723 thousand and accounts payable EUR 5,958 thousand) (see Note 4.3).
In addition, under "Current Receivables" and "Current Payables", amounts of EUR 146,668 thousand and EUR 166,055 thousand are recognised, respectively, in relation to the cash-pooling agreement maintained with the other Group companies (EUR 193,998 and EUR 194,698 thousand respectively in 2019).
"Long-term credits to Group companies" include loans with related parties, which have a maturity between 2023, 2024 and 2028.
Also, under "Other financial assets" there are recognized the dividends receivable at the end of 2020 and 2019 (see Note 5.2).
Group credits and loans generate an interest at market rates.
As a result of the COVID-19 crisis, the Company's Board of Directors decided to reduce by 30% of the Executive Directors' fixed remuneration and by 30% of the Independent Directors' during the state of emergency and period of maximum uncertainty. Likewise, the Seniors Executives reduced its fixed remuneration by 25% for the same period. This measure impacted for a period of three months.
The detail of the remuneration (social benefits included) earned by the Executive Directors and the Company's Directors at 2020 and 2019 year-end is as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2020 | 31/12/2019 | |||||||
| Members of Executive the Board of Directors Directors |
Total | Executive Director |
Members of the Board of Directors |
Total | ||||
| Fixed remuneration Variable remuneration Other items |
999 382 91 |
- - - |
999 382 91 |
1,075 775 81 |
- - - |
1,075 775 81 |
||
| Non-Executive Chairman and Independent Directors |
- | 620 | 620 | - | 646 | 646 | ||
| Corporate Social Security Committee |
- | 46 | 46 | - | 50 | 50 | ||
| Appointments & Compensation Committee |
- | 65 | 65 | - | 70 | 70 | ||
| Audit Committee | - | 83 | 83 | - | 84 | 84 | ||
| Total | 1,472 | 814 | 2,286 | 1,931 | 850 | 2,781 |
The fixed remuneration of the Executive Directors includes a portion in the form of RSUs amounting to EUR 58 thousand per year. In February 2018, 2019 and 2020, 5,159, 5,838 and 5,317 RSUs, respectively, were granted. These RSUs will be convertible to shares three years after the date on which they were granted. In February 2020 the Company effected delivery of 3,172 net shares relating to the plan granted in February 2017.
59.51% of the Executive Directors' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. These RSUs amounted to EUR 222 thousand in the year. At 2020 year-end, three RSU plans were in force, having been granted in March 2018, 2019 and 2020 for 7,425, 30,607 and 34,645 RSUs, respectively. In February 2020 the Company effected delivery of 8,384 net shares.
The plans in force at the end of the year in relation to the RSUs granted in 2018, 2019 and 2020 can be consulted in the Remuneration Report.
b) Long-term incentive ("LTI"):
Under the remuneration policy in force, the Executive Directors shall annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted. The expense recognised in 2020 in this connection amounted to EUR 0 thousand due to an unfulfillment of the variables defined for the achievement of the plan granted in 2018. At 2020 year-end, three PSU plans were in force, having been granted in 2018, 2019 and 2020 for 44,964, 50,874 and 46,338 PSUs, respectively. The detail of the PSU plans in force can be consulted in the Remuneration Report. In February 2020 the Group effected delivery of 47,786 net shares relating to the plan granted in February 2017.
In 2020 the Executive Directors and the members of the Board of Directors did not earn or receive any termination benefits.
The pension plan benefits earned by the executive directors in 2020 amounted to EUR 53 thousand.
At 31 December 2020, no loans or advances had been granted to the members of the Company's Board of Directors.
Lastly, Applus Services, S.A. took out a third-party liability insurance policy. The insureds under this policy are the directors and executives of the Group companies the Parent of which is Applus Services, S.A. The directors of Applus Services, S.A. are included among the insureds of this policy. The premium paid in 2020 for this insurance policy amounted to EUR 89 thousand (2019: EUR 75 thousand).
The Company's Executive Directors comprised 2 men at 31 December 2020 and 2019.
The Company's Directors comprised 7 men and 3 women at 31 December 2020 and 2019.
Senior Executives are those who are part of the Group's Executive Committee according to actual accounting legislation.
The breakdown of the remuneration earned in 2020 and 2019 by the Senior Executives is as follows:
a) Annual remuneration:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2020 2019 |
|||||
| Fixed remuneration | 267 | 463 | |||
| Variable remuneration | 88 | 288 | |||
| Other items | 28 | 52 | |||
| Termination benefits | 204 | - | |||
| Pension plans | 6 | 12 | |||
| Total | 593 | 815 |
52.65% of the Senior Executives' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. The RSU plans in force at the end of 2020 relate to the RSUs granted in February 2018, 2019 and 2020 for 5,852, 7,978 and 8,582 RSUs, respectively. In March 2020 the Group effected delivery of 5,937 net shares relating to the plans granted in 2017 (40%), 2018 (30%) and 2019 (30%). EUR 83 thousand were charged to the financial statement of profit or loss for 2020 in this connection.
b) Multiannual remuneration and long-term incentive in PSUs:
Under the current remuneration policy, certain of the Senior Executives annually receive PSUs (performance stock units) that are convertible into shares of the Company three years after the date on which they are granted. The expense recognised in this connection amounted to EUR 25 thousand in 2020. The PSU plans in force at the end of 2020 relate to the PSUs granted in February 2019 and 2020 for 5,004 and 3,418 PSUs, respectively.
Also, the Applus Group has life insurance obligations to certain Senior Executives; the related expense is included under "Other Items" in the tables above.
The Senior Executives comprise two men at 31 December 2020 (31 December 2019: two men).
It is hereby stated that the Directors, their individual representatives and their related persons thereto, do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Company or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act.
At 31 December 2020, the Company had granted loans in currencies other than the euro amounting to EUR 151,814 thousand (31 December 2019: EUR 144,842 thousand) and had received foreign currency loans amounting to EUR 149,919 thousand (31 December 2019: EUR 87,626 thousand).
The Company's statement of profit or loss includes finance income in currencies other than the euro amounting to EUR 4,615 thousand at 31 December 2020 (31 December 2019: EUR 3,156 thousand) and finance costs in currencies other than the euro amounting to EUR 3,213 thousand (31 December 2019: EUR 1,471 thousand).
As a result of these balances, the Company's statement of profit or loss includes foreign exchange differences amounting to EUR 3,316 thousand (31 December 2019: EUR 2,152 thousand).
The loans granted to the Company relate mainly to loans with Group companies arranged basically in US dollars, Canadian dollars and Australian dollars.
In 2020 and 2019, the fees billed for financial audit and other services provided by the auditor of the Company, Deloitte, S.L., and companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows (in thousands of euros):
| Description | 2020 | 2019 |
|---|---|---|
| Audit services | 254 | 234 |
| Other attest services | 154 | 164 |
| Total audit and related services | 408 | 398 |
| Tax counselling services | - | 63 |
| Other services | - | - |
| Total professional services | 408 | 461 |
The Company had contracted certain obligations and guarantees derived from the financing agreement described in Note 7. These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.
At 31 December 2020 and 2019, the Company's shares had not been pledged.
At 31 December 2020 and 2019, no banks had provided the Company with guarantees to third parties.
Detailed below is the information required by the Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), which was prepared in accordance to the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on information to be incorporated in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Days | |||||
| Average payment period to suppliers Ratio of transactions settled Ratio of transactions not yet settled |
45 46 41 |
41 43 22 |
|||
| Amount (Thousands of Euros) | |||||
| Total payments made | 2,036 | 2,623 | |||
| Total payments outstanding | 335 | 365 |
The data shown in the foregoing table in relation to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December.
Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current Liabilities - Trade and Other Payables" in the accompanying statement of financial position.
"Average Payment Period to Suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.
The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended by agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2019).
However, most of this pending payment at year end has been paid during the first two months of the year 2021.
In 2020 no transactions outside the course of the Company's ordinary business operations arose which required the amendment or early extinguishment of any agreement between the Company and any of its directors or persons acting on their behalf.
In 2021 and until the date of authorisation for issue of these financial statements, no relevant events took place other than those already included in these financial statements and, in particular, in relation to the current management of the COVID-19 situation, the consequent situation and the gradual recovery of the business of the Group, of which the Company is the Parent, that should be included in, or modify or significantly affect these financial statements for 2020.
These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.1). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.
Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company. This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Directors' Report for the year ended 31 December 2020
Formally prepared by the directors of Applus Services, S.A. in relation to the year ended 31 December 2020.
We are pleased to submit to you this report on the Company's performance in 2020 and on its progress up to the present date.
Revenue for the year has decreased compared to 2019, mainly due to lower dividend income received from subsidiaries mainly due to COVID-19 crisis and lower results from the company's subsidiaries.
In addition, an impairment of EUR 20,000 thousand was done impacting the results as per the re-estimation of the value of the ownership equity of the company's subsidiaries, see note 5.1
Financial result has been lower than in 2019 mainly due to the foreign exchange impact as per the change in the balances in currencies other than Euro and the depreciation of many of them against Euro.
The aforementioned variations enabled the profit before taxes to be significantly lower than in 2019.
The Board of Directors will propose to the shareholders in the General Annual Meeting a dividend of 15 cents per share (2019: nil). This is equivalent to EUR 21.5 million (2019: nil). 2019 dividend was cancelled as a preventive measure response to the worldwide pandemic.
The financing agreement on the syndicated bank debt of the group is sufficient to ensure the liquidity needs in the medium and long term.
The main risks to which the Company is exposed are those typically faced by a holding company and the industry in which its subsidiaries operate.
The policy of the Directors is to take decisions that they may consider appropriate in order to mitigate any kind of risk related to the Company's activities.
At 31 December 2020, the Company held a total of 317,809 treasury shares at an average cost of EUR 8.38 per share. The value of these treasury shares amounted to EUR 2,664 thousand.
At 31 December 2019, the Company holds a total of 343,849 treasury shares at an average cost of EUR 11.93 per share. The value of these treasury shares amounts to EUR 4,102 thousand.
The Group policy establishes the use of financial derivatives to eliminate or significantly reduce certain interest rate and foreign currency risks relating to its assets if needed. The Company do not hold any derivative financial instruments at the end of 2020.
No events have occurred since 31 December 2020 other than those described in Note 13 of the accompanying financial statements.
Information on deferred payments made to suppliers is detailed in Note 12.3 of the Annual Accounts report for the year ended 31 December 2020.
The annual Corporate Governance report can be consulted in the in the Applus Group web page and in the "Comisión Nacional de Mercado de Valores (CNMV)".
www.cnmv.es
www.applus.com
| Nam e |
App lus Ser vici os Tec noló gico s, S .L.U |
Azu l Ho ldin g 2 , S. à.r. l. |
Libe RE, SA rtyto wn |
App lus Iteu ve Arg ent ina, S.A |
App lus San ta M aria de l Bue n A , S. A. yre |
App lus Uru y, S .A. gua |
Rev isio Té cnic nes as App lus del Ecu ado r App lusi teuv e, S .A. |
App lus Iteu ve B rasi l Ser viço s LT DA |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
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23 Mo nter L ave nue ey, 216 3 ( Lux bur g) em |
Rec uist a 66 1 – onq C 1 Ciu Piso 2, 003 dad de Bue Air nos es (Arg ent ina) |
Jur isdi cció n de la Ciu dad tón de au oma Bue Air nos es (Arg ent ina) |
Gua yab º 17 18, os n ritor io esc 505 M vide onte o (Uru y) gua |
Avd a P atria nºE 4-4 1 Inte ción Av da rsec ifici Am ed azo nas o Pat ria P iso 10 O ficin a 01, Pich inch a, Q uito (Ec uad or) |
Ave nida Pa ulis ta 7 26, Cj. 2ª a 120 7, 1 nda r, Sal a 36 , Sa o P aulo (Bra zil) |
| Line of bus ines s |
Hol ding co mpa ny |
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Cap tive rei ce com nsu ran pan y |
Veh icle dwo rthin roa ess test ing |
Rig ht a nd c plia om nce of t he o blig atio ns ond ing ubli to p cor resp c ices sion serv con ces s rela ting to the obli ry T ech nica l gato Ver ifica tion of V ehic les |
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| Ow ship inte rest held by G nies ner rou p co mpa : |
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| Nam e |
App lus Tec hno logi es, Inc. |
Jan x H oldi Inc ng, |
Jan X-R AY Ser vice s, Inc. |
USA 1, Libe rtyto Inc. wn |
Libe rtyto USA Fin wn co, Inc. |
App lus Iteu ve Tec hno logy , S. L.U |
IDIA DA Aut tive omo Tec hno logy , S. A |
S.A App lus Arg ent ina, |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
322 5 G atew ay R oad , Sui te 4 50, Bro okfi eld, WI 530 45 (US A) |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
615 , Du t Hi ghw pon ay, Ken t Co unty Do ver , Sta te o f De law are (US A) |
615 , Du t Hi ghw pon ay, Ken t Co unty Do ver , Sta te o f De law are (US A) |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
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| of Line bus ines s |
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Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
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| Ow ship inte held by G nies rest ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
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| Nam e |
IDIA DA Fah hnik gtec rzeu , Gm bH. |
CTA G-Id iada Sa fety Tec hno logy , S. L. |
App lus Chi le, S .A. |
App lus Iteu ve E usk adi, S.A ., S ocie dad Uni al per son |
App lus Rev isio nes Téc nica s de Ch ile, S.A |
App lus Dan k, A /S mar |
IDIA DA CZ, A.S |
K1 Kas jat, OY asta |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
nfre Ma d H och stat ter Stra 2, 850 55 sse Ingo lsta dt ( Ger y) man |
Pol ígon o A Gr anx a, Par cela s 24 9-2 50. 364 10 P orri ño, Pon dra (Sp ain) teve |
Ave nida Am éric o Ves io 7 43 puc - San Hue chu rab tiag a - o de Chi le (C hile ) |
Pol ígon o U gald I egu ren Par cela 8, 487 10 Zam udio , Viz cay a (Sp ain) |
Ave nida Am éric o Ves io 7 43 puc - San Hue chu rab tiag a - o de Chi le (C hile ) |
Høj e T trup aas Bou leva rd 2 3, 2 th, 2 630 Taa stru p (D ark ) enm |
a 32 0/8 ,500 04 Pra zsk , Hra dec Krá lové (Cz ech Rep ubli c) |
tu 6 Jou kah aise nka , 205 20 T urku Finl and |
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Eng inee ring ting , tes and tific atio cer n |
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Veh icle dwo rthin roa ess test ing |
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| Act ive / In acti ve |
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| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
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| Nam e |
Insp ió T ècn ica de ecc veh icle s i s is, S .A. erve |
Idia da A utom otiv e Tec hno logy Ind ia P VT, ltd |
Sha i ID IAD A nga Aut tive Te chn olog omo y Ser vice s C Ltd o., |
App i Hol lus Eus kad ding , S. L.U |
App lus Car Te stin g Ser vice , Ltd |
Idia da T olog ia ecn Aut tiva , Ltd omo a. |
Idia da A utom otiv e Tec hno logy UK , Ltd |
Sha ngd Idia da ong Aut tive d tir omo an e ing und Co , Ltd prov gro |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Ctra de Bixe rri s /n, ssa Aix ll AD 600 ova (An dor ra) |
Uni . 20 6, 2 nd t no Floo r,Sa i Ra dhe Bui ldin g R aja Bah adu r off Mill Ro ad, Ken ned y Roa d, P 41 1 00 1 une (Ind ia) |
Juc hen g P ione er P ark , Bui ldin g 23 , 39 99 X iu Pu Roa d, N Hui an Sh 201 315 hai ang (Pu don g D istri ct) (Ch ina) |
Pol ígon o U gald egu ren , 1 pa rcel a 8 , Za mud io, Viz a (S pain ) cay |
302 6 La ked rive , City t Bu sine wes ss Cam pus , Naa s R oad , Du blin 24 (Ire ) land |
Cid ade de São Ber do d o C nar am po, Est ado de São Pu lo, n a Co l, nª Rua ntin enta 342 , Vi la M arid arg a, CE P 0 975 0-0 60 (Bra sil) |
St G Wa eor ges y Ber mud a In dus tria l Est ate , Nu ton nea , Wa rwic ksh ire C V10 7JS (UK ) |
Roo m 3 02, No. 1 indu stria l bu ildin g of We st J in H ui R oad , Sou th Q i Xia o (C hina ) |
| Line of bus ines s |
Veh icle dwo rthin roa ess test ing |
Eng inee ring , tes ting and tific atio cer n |
Eng inee ring , tes ting and tific atio cer n |
Hol ding co mpa ny |
Veh icle dwo rthin roa ess test ing |
Eng inee ring , tes ting and tific atio cer n |
Eng inee ring , tes ting and tific atio cer n |
Eng inee ring , tes ting and tific atio cer n |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
50% | 80% | 80% | 100 % |
100 % |
80% | 80% | 80% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
ve G App lus Iteu ia, S.L alic .U. |
Inve rsio Fin iste nes rre, S.L |
Sup isió Con trol erv n y , S.A .U. |
RIT EVE Sy C, S .A. |
lúos Insp ione Ava ecc s y SyC , S. A. |
Idia da A utom otiv e Tec hno logy Ru s, L LC |
App lus Idia da Kar co Eng inee ring , LL C |
IDIA DA Aut tive omo Tec hno logy US A, L LC |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Ctra . N- VI, Km . 58 2,6 - 151 68 Esp iritu Sa nto - Sad Co a (S ) a, A ruñ pain |
Est ació n I.T .V. de O Esp íritu Sa nto .Ctr a. N VI, Km . 58 2 1 516 8 Sa - Sa Esp iritu nto da, A C ña ( Spa in) oru |
Est ació n I.T .V. de O Esp íritu Sa nto .Ctr a. N VI, Km . 58 2 - 151 68 Sa - Sa Esp iritu nto da, A C ña (Sp ain) oru |
Lag unil la d e H dia, ere cien incu to c enta tros me al e ste de la B ba om Tex (Co sta Rica ) aco |
Her edia , Ca ntón Cen tral , Di strit o U lloa , Lag unil la, 1 50 met ros este de la B ba U om no (Co sta Ric a) |
Rus sian Fe der atio n, 603 004 , Nij niy Nov od, ct gor pro spe Len ina, 11 5 (R ia). uss |
927 0 H olly Ro ad. 923 01 A dela nto Cal iforn a (U SA) |
927 0 H olly Ro ad, Ade lant o, C A 9 230 1 (US A). |
| of Line bus ines s |
Hol ding co mpa ny |
Hol ding co mpa ny |
Veh icle dwo rthin roa ess test ing |
Veh icle dwo rthin roa ess test ing |
Veh icle dwo rthin roa ess test ing |
Eng inee ring ting , tes and tific atio cer n |
Eng inee ring ting , tes and tific atio cer n |
Eng inee ring ting , tes and tific atio cer n |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
% 100 |
80% | 80% | 44% | 44% | 80% | 67% | 80% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
CTA G - Idia da Saf ety Ge Tec hno logy rma ny, Gm bH |
Inve rsio nes y Cer tific acio nes Inte les SyC , S. A. gra |
App lus Insp ecti on Ser vice s Ire land , Ltd |
Idia da A utom otiv e S Tec hno logy Me xico de RL de CV |
ve C , S. Iteu rias L. ana |
Iteu ve C I, S.L rias XX ana |
Iteu ve C rias ana Aer erto l, S.L el Mat opu orra |
Iteu te Lim Indi a P riva ve ited |
|---|---|---|---|---|---|---|---|---|
| offic Reg iste red e |
Man fred -Ho chs tatt er Stra ße 2 , 85 055 Ingo lsta dt ( Ger y) man |
Her edia -He red ia U lloa , ctam ente exa en Lag unil la, c ien met ros este de la B ba U om no, edif icio de rech a m ano a colo r bla (Co sta nco Rica ) |
302 6 La ke d rive , Citiw est bus ines s , Na as R oad cam pus , 4 (I nd) Dub lin 2 rela |
Car rete ra L ate ral Mex ico Pue bla, 75 34, 721 10, Pue bla (Me xico ) |
Los Ro deo s, C ino am de San Lá , 16 6, zaro 06 S Cris 382 tob al d an e la L San ta C agu na, ruz de T rife (Sp ain) ene |
Los Ro deo s, C ino am de San Lá , 16 6, zaro 06 S Cris 382 tob al d an e la L San ta C agu na, ruz de T rife (Sp ain) ene |
C/ C ejal Ga rcia onc Feo , nú o 30 , La mer s Gra Pal de mas n Can aria , La s P alm as (Sp ain) |
1 & 2 U r Gr d ppe oun Floo r, K hen jun anc ga Bui ldin g 18 , Bar akh ba Roa d, am Con ght Pla ce N nau ew Del hi 1 100 01 (Ind ia) |
| Line of bus ines s |
Eng inee ring , tes ting and tific atio cer n |
Bus ines d s an rvic t se man age es adv men ice |
Veh icle dwo rthin roa ess test ing |
Eng inee ring , tes ting and tific atio cer n |
Veh icle dwo rthin roa ess test ing |
Hol ding Co mpa ny |
Veh icle dwo rthin roa ess test ing |
Veh icle dwo rthin roa ess test ing |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
40% | 89% | % 100 |
80% | % 100 |
% 100 |
50% | % 100 |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
| Nam e |
Bes ikta Bil ning i prov Sve rige Ho ldin g A B |
Bes ikta i Sve Bil ning prov rige AB |
Cle arC ar A B |
CR pplu s S ices erv Cos S.A ta R ica |
ZYX Me trol S.L .U. ogy |
Rel iabl e A naly sis Inc. |
Sha ngh ai R elia ble Aut o Ana lysi s T esti ng L td. |
Liuz hou Re liab le A uto Ana lysi s T esti ng L td. |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Käl lvat ten gata n 7 , SE LMÖ 212 23 MA (Sw n) ede |
Käl lvat ten gata n 7 , SE LMÖ 212 23 MA (Sw n) ede |
Käl lvat ten gata n 7 , SE LMÖ 212 23 MA (Sw n) ede |
Pro vinc ia d e H dia, ere tón Her edia , dis trito can Ullo ien met Este a, c ros de la e stac ion de O, o ficin icio UN serv as tral es d el C try cen oun Man r (C osta Ric a) age |
u nº 29 Tor re M ate , de Rip olle t (S pain ) |
322 01 N. A vis Driv e, Mad ison He ight s, M I (US A) 480 71 |
12A 136 , La 5, ne Kan gqia o E ast Roa d, Kan gqia o In dus tria l Zon e, P udo ng N ew Are a, S han gha i (C hina ) |
No. 417 , 4th Flo or, Bui ldin g 7 , No .12 Fux in (Ch ina) Roa d, L iuzh ou |
| Line of bus ines s |
Veh icle dwo rthin roa ess test ing |
Veh icle dwo rthin roa ess test ing |
Veh icle dwo rthin roa ess test ing |
Gen l tra ding act ivity era |
form Per ing inee ring , ind ustr ial eng met rolo cali brat ion gy, and leg al m etro logy ices serv |
Tes ting d ce rtific atio an n in th e fie lds of E MC , elec trica l co ts, mpo nen -ele ctric al non ents d com pon an ls fo mat eria igin al r or ipm ent equ ufac ture nd t heir man rs a plie sup rs |
Tes ting d ce rtific atio an n in th e fie lds of E MC , elec trica l co ts, mpo nen -ele ctric al non ents d com pon an ls fo mat eria igin al r or ipm ent equ ufac ture nd t heir man rs a plie sup rs |
Tes ting d ce rtific atio an n in th e fie lds of E MC , elec trica l co ts, mpo nen -ele ctric al non ents d com pon an ls fo mat eria igin al r or ipm ent equ ufac ture nd t heir man rs a plie sup rs |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
95% | 100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Sha ngh ai R elia ble Tes ting Te chn olog y Ltd |
QP S E valu atio n Ser vice s In c |
QP S A ica, Inc mer |
QP S E pe B .V. uro |
App lus Inge nier ia y Con sult oria , SA S |
LGA I Te chn olog ical , Cen ter, S.A |
Méx S.A App lus ico, . de C.V |
LGA I Ch ile, S.A |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Bui ldin , No .450 Yin xi g 5 Roa d, J iutin g T own , Son gjia ng D istri ct, Sha ai (C ) ngh hina |
8-8 1 K elfie ld S tree t, Tor , On tari o, M 9W onto 5A3 (Ca nad a) |
227 1 C ent revi lle R oad , Sui te 4 00, Wil min gto n, Del 198 08 (US A) awa re, |
Ber n D alse g e wer g 122 , 65 22 BW Nijm n (T he ege s) Net her land |
Cal le 1 7, n úm . 69 -46 Bog otá (Co lom bia) |
Cam de la pus UAB ,Ro nda de la F ont del Car , s/n , 08 193 me Bel late Cer dan yola rra- lès. del Val Ba rcel ona (Sp ain) |
Blvd . Ma l Av ila nue Cam ach o 18 4, P iso 4- A, C ol. R efo So cial rma , C.P . 11 650 Mé xico D.F (Me xico ) |
Alb erto He nck el 2 317 , Pro vide ncia , Sa ntia go de Chi le (C hile ) |
| Line of bus ines s |
Tes ting d ce rtific atio an n in th e fie lds of E MC , elec trica l co ts, mpo nen -ele ctric al non ents d com pon an mat eria ls fo igin al r or ipm ent equ ufac ture nd t heir man rs a plie sup rs |
Tes ting rtific atio , ce n, field luat ion and eva othe late d se rvic r re es nab le c to e usto s to mer t th eir ulat mee reg ory , nati l an d ona inte rnat iona l uire ts, i nclu ding req men but not limi ted to t hos e rela ted to t he p rod uct safe f ele ctric al & ty o elec tron ic e quip t men |
Tes ting rtific atio , ce n, field luat ion and eva othe late d se rvic r re es nab le c to e usto s to mer t th eir ulat mee reg ory , nati l an d ona inte rnat iona l uire ts, i nclu ding req men but not limi ted to t hos e rela ted to t he p rod uct safe f ele ctric al & ty o elec tron ic e quip t men |
Tes ting rtific atio , ce n, field luat ion and eva oth elat ed s ices er r erv nab le c to e usto s to mer t th eir ulat mee reg ory , nati l an d ona inte rnat iona l uire ts, i nclu ding req men but not limi ted to t hos e rela ted to t he p rod uct safe f ele ctric al & ty o elec tron ic e quip t men |
Civ il en gine erin nd g a sult ing ices in con serv rai l an d ro ad ene rgy, infra stru ctur e, b uild ing, itati nd s ly san on a upp and tele icat ions com mun |
Cer tific atio n |
Qua dit and lity tem sys au tific atio cer n |
Qua dit and lity tem sys au tific atio cer n |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
88% | 95% | 95% | 95% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus Cos ta R ica, S.A |
App lus Nor trol , S. L., con Soc ieda d U nipe al rson |
c C Nov ote ulto ons res , S.A ., S ocie dad Uni al per son |
App lus Pan amá , S. A |
App trol Pan lus Nor con amá , S. A. |
Nor trol Chi le, S .A. con |
Nor trol Insp ión, con ecc S.A . de C.V . – M éxic o |
App trol Gua lus Nor con tem ala, S.A |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Ofic ent ro E jecu tivo La Sab ifici , Ed o 6 , 4 ana piso , S an J osé (Co sta Rica ) |
Crta . Na cion al V I-Km 582 , 15 168 , Sa da, A Cor (Sp ain) uña |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
Cal le J acin to P alac ios Cob Edif icio 22 3, os, C, piso 3, loca les A y Ciu dad de l Sa ber ; Cla yton , Ci uda d de Pan amá (Pa a) nam |
Cal le J acin to P alac ios Cob Edif icio 22 3, os, C, piso 3, loca les A y Ciu dad de l Sa ber ; Cla yton , Ci uda d de Pan amá (Pa a) nam |
Agu stin as N º 64 0, P iso 9, S ant iago de Chi le (Ch ile) |
Blvd . Ma l Av ila nue Cam ach o 18 4, P iso 4- B, C ol. R efo So cial rma , C.P . 11 650 Mé xico , D. F (Me xico ) |
Km 14 ,5 C tera a E l arre Sal San vad ta or, Cat arin a P ínul a (Gu ate mal a) |
| Line of bus ines s |
Qua dit and lity tem sys au tific atio cer n |
Insp ecti lity on, qua trol and sult con y serv con anc ices |
Ser vice late d to s re lity and saf in ety qua indu stria l pla nts, buil ding tc. s, e |
Cer tific atio n |
Insp ecti lity on, qua trol and sult con y serv con anc ices |
Insp ecti lity on, qua trol and sult con y serv con anc ices |
Insp ecti lity on, qua trol and sult con y serv con anc ices |
Insp ecti lity on, qua trol and sult con y serv con anc ices |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
95% | 95% | 100 % |
95% | 95% | 95% | 95% | 95% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App trol Col lus Nor con bia, Ltd om a |
Nor trol Nica con ua, S.A rag |
Rön n T ech nisc he tge Die nst Hol ding BV |
App lus Cze ch R blic epu , s.r.o |
App lus RTD Deu tsch land insp ekti ons Ges ells cha ft, G mbh |
Rön n T ech nisc he tge Die nst B.V |
RTD Qu ality Se rvic es, Inc (Ca nad a) |
RTD Qu ality Se rvic es Nig eria Ltd |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Cal le 1 7, n úm . 69 -46 Bog otá (Co lom bia) |
Col onia Lo s R oble s, Car Km . 6,5 00 rete ra Mas , Ma aya nag ua (Nic ) ara gua |
Del ftwe g 14 4, 3 046 NC Rot terd (Th am e s) Net her land |
U S tad ionu 89 , 53 0 02 Par dub ice (Cz ech c) Rep ubli |
Indu strie stra ße 34 b, 448 94 Boc hum (Ge ny) rma |
Del ftwe g 14 4, 3 046 NC Rot terd (Th am e s) Net her land |
550 4 3 6 S t NW , Edm onto n, A B T 6B 3P3 (Ca a) nad |
Wa rri B oat Yar d, 2 8 rri/S Wa le R oad ape , Wa rri, Del ta S tate (Nig eria ) |
| Line of bus ines s |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Hol ding co mpa ny |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow by G ship inte rest held nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
96% | 95% | 100 % |
100 % |
100 % |
100 % |
100 % |
49% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus RTD US A, I nc. |
RTD Ho ldin g Deu tsch land , Gm bh |
App lus td (Sin RTD PT E, L ) gap ore |
App lus Col bia, Ltd om a. |
App lus (Sh ai) ang Qua lity insp ecti Co, on Ltd |
App lus RTD Cer tific atio n, B .V. |
App lus PTY , Ltd (Au lia) stra |
Arc tosa Ho ldin g, B .V. |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
3 S r Cr Ce eek nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
Indu strie str. 34. D 448 94, Boc hum (Ge ny) rma |
k St 521 Bu kit B ato 23 , Uni t 05 -E, Sin gap ore (Sin ) gap ore |
Cal le 1 7, n úm 69- 46, otá (Co bia) Bog lom |
Juc hen g In dus tria l Par k, B uild ing 23, 399 9 Xiu Pu Rd , N Hui an , Sha ngh ai 2 013 15 (Ch ina) |
ftwe NC Del g 14 4, 3 046 Rot terd (Th am e Net her land s) |
94 Dis Driv cov ery e, Bib ra L ake WA 61 63 (Au stra lia) |
ftwe NC Del g 14 4, 3 046 Rot terd (Th am e Net her land s) |
| Line of bus ines s |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Hol ding co mpa ny |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio n |
Insp ecti ices in on s erv lity qua pro ces ses , duc tion pro pro ces ses , tech nica l as sist anc e and sult con anc y |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Hol ding com pan y |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
95% | 95% | 100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Libe rtyto USA 2, Inc. wn |
Libe rtyto ia, PTY Aus tral wn , Ltd |
App lus UK, Ltd |
App lus RTD SP , z.o .o. |
App lus Ene S.L .U. rgy, |
RTD Slo vak ia, s .r.o |
es O Aut rvic nlin ose e, S.L .U. |
, S. AP P M ent ana gem de R.L . de C.V |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r 8 (U SA) Lan d, T X 7 747 |
94 Disc ry D rive ove , Bib ra L ake WA 61 63 (Au lia) stra |
t 2, C a Uni Blo cks nd D, We st M ains Ind ustr ial Est ate , Gr uth ang emo , E, S FK3 8Y cotl and (UK ) |
, 19 , 41 -50 6 Rac law icka Cho rzów (Po land ) |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
ka 1 1; 8 51 0 1; Ude rnic Bra tisla (Slo vak ia) va, |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
Blvd . Ma l Av ila nue Cam ach o 18 4, P iso 4- A, C ol. R efo So cial rma , C.P . 11 650 Mé xico D.F (Me xico ) |
| Line of bus ines s |
Hol ding co mpa ny |
Hol ding co mpa ny |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Pro visi f ad viso on o ry ices d a udit ing in serv an the tor ene rgy sec |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Pro visi f se rvic on o es rela ted to t he auto mot ive tor and sec afet veh icle d ro ad s an y, inee ring eng pro ces ses , trai ning de sign , tes ting , hom olog atio d n an ifica tion ll as cert , as we tech nica l au dits of auto mot ive blis hme esta nts |
f Pro visi on o prof iona l, te chn ical ess , adm inis trat ive and hum an reso urce s ices serv |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow by G ship inte rest held nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Libe rtyto App lus wn RTD Ge ny G mbh rma |
App trol Mar lus Nor con Sar l oc, |
App lus lf DM RTD Gu CC |
App lus Qua litec Ser viço s de Eng enh eria , Ltd a. |
App lus Lga i Ge ny, Gm rma bh |
BK ik- Pru We ffte chn rsto ür We fste lle F rkst offe , Gm bh |
sil Inve Rin gal Bra stim s, L tda ento |
Ass inco -As oria ses Insp Con trol eça o e e, Ldta |
|---|---|---|---|---|---|---|---|---|
| offic Reg iste red e |
Indu strie Str e 34 b, ass 448 94 Boc hum (Ge ny) rma |
IND USP AR C M odu le N°1 1BD AH L LOG HLA M Rou te d e T it M ellil Che min Te rtiai re 101 5 S idi M oum en 204 00, Cas abla nca (Mo o) rocc |
16th Flo Offi ce 1 601 or, , Swi ss T r, Ju mei rah owe O B Lak e T rs, P owe ox 337 201 , (U nite d A rab Em irate s) |
Cid ade de Ibiri té, Est ado de Min as Ger ais, Rua na Pet le, q uad ra 0 1, rova lote 10 , int ante da egr áre a B , nª 450 , Ba irro Dist rito Indu stria l Mar sil, CE P 3 2.40 0-0 00 (Bra zil) |
Zur Au dsw iede 2, mun 282 79 Bre men (Ge ny) rma |
Zur Au dsw iede 2, mun 282 79 Bre men (Ge ny) rma |
Cid ade de Ibiri té, Est ado de Min as Ger ais, Rua na Pet le, q uad ra 0 1, rova lote 10 , int ante da egr áre a B , nª 450 , Ba irro Dist rito Indu stria l Mar sil, CE P 3 2.40 0-0 00 (Bra zil) |
Rua Pe trov ale, adr qu a 01, 10 lote , int ante egr da a B, n º 45 0, rea Blo co 2 - 1 º an dar , Bai Dist rito Indu stria l rro Mar sil, EP 324 00- 000 Cid ade de Ibiri té, Est ado de Min as Ger ais (Bra zil) |
| Line of bus ines s |
Hol ding co mpa ny |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Cer tific atio rvic n se es thro ugh n-d ucti estr no ve test ing |
Cer tific atio rvic n se es thro ugh n-d ucti estr no ve test ing |
Cer tific atio n |
Cer tific atio n |
Hol ding co mpa ny |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
% 100 |
95% | % 100 |
% 100 |
95% | 95% | % 100 |
% 100 |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
ú, S.A App lus Nor trol Per con .C. |
Kief &As iate ner s Inc. soc |
& Joh n D avid son Ass ocia tes PTY , Ltd |
App lus PNG Lim ited |
PT App lus Ene rgi d an Indu stri |
App trol Con lus Nor con sult oría e Inge nier ía, S AS |
App lus Mon goli a, L LC |
App lus Lab torie s, AS ora |
|---|---|---|---|---|---|---|---|---|
| offic Reg iste red e |
Ave nida el Der by, 254 , Ofic ina 901 . Ed ifici o Lim a C ent ral T owe r. Sur a (P ) Lim co. eru |
448 0 B ridg ewa y Ave , Su ite D nue , Col umb Ohi o 43 219 us, (US A) |
Uni t 9, 783 Kin gsfo rd Sm ith D rive , Ea gle Far m, Q nsla nd uee 400 9 (A ) ustr alia |
Uni t 11 , Se ctio n 53 , Allo nt 1 5 & 16 , Um tme e Stre et, Gor don s, P ort Mor esb y, N atio nal Cap (Pa ital Dist rict, pua New Gu inea ) |
Ged Po ndo k In dah ung Offi ce T r 2, Lan tai owe 16, Sui te 1 602 , Ja lan Sul tan Iska nda r M uda T 0 04 Kav . VT A R RW 003 Po ndo k P inan g Keb Lam ayo ran a, Se Jak arta lata n 12 310 (Ind sia) one |
Cal le 1 7, n úm . 69 -46 Bog otá (Co lom bia) |
3a plan San ta, Bus ines s C ent re, Suk hba ata r Di stric t, 8t h Kho , Ba ga t oiru roo u, Stre et 2 9 of Pri me Min iste r Am ar, r (M ) Ula anb aata olia ong |
Lan ra 1 1, 4 344 gmy Bry ne ( Nor ) way |
| of Line bus ines s |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Cer tific atio rvic n se es thro ugh n-d estr ucti no ve test ing |
Pro visi f ex tive on o ecu uitm ent ices recr serv |
Pro visi f ex tive on o ecu uitm ent ices recr serv |
Pro visi f te chn ical on o inee ring d eng an plan ning rvat ion , co nse and tion al op era ices , tec hnic al serv trai ning d h an uma n dev elop t reso urce men |
Insp ecti lity on, qua trol and sult con con anc y ices in t he i ndu stry serv and vice ctor ser s se |
Pro visi f hu on o man ltan reso urce s co nsu cy in th of e a rea uitm ent , pla ent recr cem dida tes and rel ated can ices serv |
Cer tific atio n |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
96% | 100 % |
100 % |
100 % |
0% | 94% | 100 % |
95% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus Ara bia L.L .C |
App lus II M eio Am bien te Por al, L da tug |
Rin gal Inve st, S .L.U |
App lus Vel osi DR C, S arl. |
Inge log Con sult s de ore Inge nier ía y Sis tem as, S.A |
Inge log Ser vici os Gen les, Ltd a (S en) era erg |
Inge log Gua ala tem Con sult s de Ing enie ría ore y S iste , S. A. mas |
Inge and ina Con sult ore s de Inge nier ía, S .A.S |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Dam (Sa udi Ara bia) mam |
Com plex o P etro quí mic o, Mon te F eio, 75 20- 954 Sin es ( l) Por tuga |
Cal le C o 1 , ed ificio am pez 3, P Em ial arq ue pre sar Las Me rced Mad rid es, (Sp ain) |
Lub umb ash i, Av enu e Lum umb a, N . 11 63, Qua rtier Ind ustr iel, Com e K ba mun am pem (Co ) ngo |
Agu stin as N º 64 0, P iso 9, San tiag o de Ch ile ( Chi le) |
Agu stin as N º 64 0, P iso 9, San tiag o de Ch ile ( Chi le) |
Ciu dad de Gua tem ala (Gu ate mal a) |
Cal le 1 7, n úm . 69 -46 Bog otá (Co lom bia) |
| Line of bus ines s |
Cer tific atio n |
Insp ecti lity trol on, qua con and sult rvic con anc y se es |
Hol ding co mpa ny |
Pro visi f pe t on o rma nen trac t se rvic con es |
Cou ling d nse an sult ing ices in t he con serv f en gine erin are as o g, infra stru ctur e, iron t, et env men c. |
Pro visi f tra ort and on o nsp rent al o f ve hicl es |
Cou ling d nse an sult ing ices in t he con serv f en gine erin are as o g, infra stru ctur e, iron t, et env men c. |
Cou ling d nse an sult ing ices in t he con serv f en gine erin are as o g, infra stru ctur e, iron t, et env men c. |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow by G ship inte rest held nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
48% | 95% | 100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Inge log Cos ta R ica S.A |
NR AY Ser vice s, In c. |
US App lus RTD A Aer Ho ldin g, I osp ace nc. |
X-R AY Indu strie s, In c. |
Com ite I ecti pos nsp on Sol utio LLC ns, |
App lus Lab torie s USA ora , Inc |
Arc adia Ae rosp ace Indu strie s, L lc. |
US App A Ser lus RTD vice s, In c. |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
San é de Co Jos sta Rica lle t rein ta y , ca enid uno , av as n uev e y e, B arri o E lant onc sca e (Co Rica ) sta |
56A He ad S tree t, Dun das , ON L9 H 3 H7 (Ca a) nad |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r 8 (U SA) Lan d, T X 7 747 |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r 8 (U SA) Lan d, T X 7 747 |
196 1 T hun der bird , Tr oy Mic higa n 48 084 (US A) |
615 S. DuP ont Cou Hig hwa y, K ent nty, Dov Del re 1 990 1 er, awa (US A) |
280 00 Moo Av ney enu e, g # 110 Bui ldin , Pu nta Gor da Flor ida 339 82 (US A) |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r 8 (U SA) Lan d, T X 7 747 |
| Line of bus ines s |
Cou ling d nse an sult ing ices in con serv the f are as o inee ring eng , infra stru ctur e, iron t, et env men c. |
Insp ecti f th e ba sed on o tron rad iatio neu n ices serv |
Hol ding com pan y |
X-ra llurg ical eta y m , t, re tail man age men ipm ent uipm ent equ , eq ufac turi man ng, non des truc tive ; tes ting ices serv |
Insp ecti ices on s erv |
Hol ding co mpa ny |
Indu stria l co ntra ct a nd insp ecti ices on s erv |
Any law ful a ct o r acti vity in o rde r fo r ies to o nize com pan rga the lves der the mse un Del re G ral awa ene Cor atio n La por w |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
98% | 100 % |
100 % |
100 % |
95% | 95% | 86% | 100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Libe USA 3, Inc. rtyto wn |
App lus Man t age men Ser vice s, In c. |
SKC En gine erin g Lt d |
MxV En gine erin g,Lt d |
App lus Nor trol con Rep úbli ca D inic om ana , S.R .L |
Em ilab , SR L |
AC 6 M logí a, S .L. etro |
App lus RVI S, B .V. |
|---|---|---|---|---|---|---|---|---|
| offic Reg iste red e |
3 S r Cr eek Ce nter uga . Su 00 S Blvd ite 6 uga r Lan d, T X 7 747 8 (U SA) |
3 S r Cr eek Ce nter uga . Su 00 S Blvd ite 6 uga r Lan d, T X 7 747 8 (U SA) |
191 65 9 4TH Av enu e, Sur BC, S4 V4 N 3 rey (Ca nad a) |
191 65 9 4TH Av enu e, Sur BC, S4 V4 N 3 rey (Ca nad a) |
Plaz a E l Av ella Cal le no, Dr. Jac into Ign acio Mañ ón No. 5 L l No oca 08 Prim er P iso. Ens he P íso, anc ara San to D ingo om (Re púb lica Dom inic ) ana |
Via F.l li So lari 5/A o(U D) 330 20 A mar (Ita ly) |
o C Pol ígon I, oma rca Edif icio Pa la. sare 311 60, OR KO IEN , Nav (Sp ain) arra |
Del ftwe g 14 4, N C 3 046 (Th Rot terd am e Net her land s) |
| Line of bus ines s |
Any law ful a ct o r acti vity in o rde r fo r ies to o nize com pan rga the lves der the mse un Del re G ral awa ene Cor atio n La por w |
f Pro visi on o prof iona l, te chn ical ess , adm inis trat ive and hum an reso urce s ices serv |
Ens lity, tra inin ure qua g, of a insp ecti nd on, pro des ign and ldin we g inee ring rvic eng se es. |
Die lect ric t ests , of insp ecti ons cra nes , stab ility d test s an ent ive mai nten prev anc e |
Insp ecti nd on a tech nica l as sist anc e ices serv |
Res ch i n th ear e a rea s of e ngin ing, eer elec trom etic agn pati bilit d com y an elec trica l sa fety |
Res ch, dev elop t ear men and adv isor rvic y se es for met rolo nd gy a indu stria l ca libra tion acti vitie s. |
Rem ote Non des truc tive Ins tion pec and Te stin g |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest held by G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
95% | 95% | 95% | 51% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus Ser vici os Inte S.A .S. les, gra |
Tun nel Saf ety Tes ting , S.A |
Trá mite s, In form es, Pro tos , Se idad yec gur y Med io A mbi ente , S. L.U |
3C Tes t Lim ited |
Dat intL abs , Llc apo |
Dat intL ia, Inc. abs Ind apo |
Mat ality , Llc ere |
App lus Mid dle Eas t Eng inee ring Con sult y, L LC anc |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Cal le 1 7 # 69 - 46 , Bog otá (Co lom bia) |
LG Cen tro Exp erim enta l Sa n Ped ro d e A s/n nes , Sie ro 3 318 9, A ias stur (Sp ain) |
Cal le C o 1 am pez , edif icio 3, Par que Em ial L pre sar as Mer ced Mad rid es, (Sp ain) |
Silv erst Te chn olog one y Par k, S ilve rsto ne Circ uit, Silv erst one , Tow ter, ces Nor tha mpt hire ons , GX (UK ) NN 12 8 |
95 Bro Rd. #1 02 wn Itha NY 148 50 ca, (US A) |
95 Bro Rd. #1 02 wn Itha NY 148 50 ca, (US A) |
95 Bro Rd. #1 02 wn Itha NY 148 50 ca, (US A) |
Offi ce 2 01, Abu Dh abi Bus ines s H ub, Bui ldin g B, M afa h (U nite d uss Ara b E mira tes) |
| Line of bus ines s |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Fire ting in t els, tes unn fire sion sup pres duc t te stin nd f ire pro g a trai ning |
Insp ecti lity on, qua trol and sult con con anc y ices serv |
Ele ctro neti mag c y (E MC ) an pati bilit d com elec trica l tes ts, ecia lly f or t he esp auto mot ive tor. sec |
Mat eria ls cha eriz atio ract n labo rato ializ ed ry s pec in p rovi ding pert ies pro for eric al num sim ulat ion. |
Mat eria ls cha eriz atio ract n labo rato ializ ed ry s pec in p rovi ding pert ies pro for eric al num sim ulat ion. |
Dev elop t of IT men s fo solu tion r th e ies of m rials pert ate pro , t an d man age men stor age |
Indu stria l su rt a nd ppo sult ing con |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte he ld b y G nies rest ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
95% | 89% | 100 % |
95% | 95% | 95% | 95% | 47% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
SAR L A ntro l pco Ene rgie et Indu strie Alg erie |
Tal on T est Lab tori ora es (Ph ix) I oen nc. |
Tal on T est Lab tori ora es Inco rate d rpo |
Lab tori o de En ora say os Met roló gico s, S .L. |
SA S A2M Ind ustr ies, (A2 MI) |
App lus Tan ia zan Lim ited |
App lus and Pa rtne r Eng inee ring Con sult anc y |
App lus Fom ento de Con trol , S. A. |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Pla nta 12 C ent re Com cial et mer d'Af fair es E l Qo ds, Ché a, A l rag rge (Alg ) eria |
500 2 S h 40 th S out tree t, Uni t F, Ph ix, oen Ariz (US A) ona |
357 5 O ld C jo R oad one , New bur y P ark , CA (US A) |
Ave nida Ca n S rrat uca s, 110 11, Rub í , na ve (Sp ain) |
ZA du Par c - S ecte ur, Rue de la G pille am , 424 90 Fra isse s (Fra ) nce |
Kim y A wer ven ue, Msa i, Ti rdo san Com plex , Da r Es Sal (Ta nia) aam nza |
Offi Bui ldin g N o. 5 00, ce 20, Al S aha ba Rd sing wit h Im cros am Abd ulla h Ib n S aud Ibn Abd ulaz iz Rd, Ishb iliya h, 379 5. R iyad h (S aud i bia) Ara |
11, El W ahd rue a, Rés iden ce I Ali mam , Apt 2, Cas abla nca (Mo o) rocc |
| Line of bus ines s |
Pro duc tion of tech nica l trol dev ices d con an lian for the app ces of cali brat ion hine ech anic al mac ry, m test ing and t, o il mea sure men ices nt serv , ma nag eme sult ing, hyd rbo con roca n lysis viro ntal ana , en nme ent ion and cle anin prev g pro gra ms |
Non -de stru ctiv e te stin g ices serv |
Non -de stru ctiv e te stin g ices serv |
Lab tory of ora met rolo gica l tes ts a nd cali brat ion of m urin eas g inst ents rum |
Mec han ical d an mat eria l tes ts. |
Pro visi f se rvic on o es, trai ning d co lting an nsu , incl udin g th h no t oug limi ted to in ctio spe n, ifica test ing, tion ver , NDT vice ser s, mai nten nd anc e a tech nica l as sist e fo anc r the indu stria l an d stru ctio ctor con n se s and rel ated are as, as wel l as the sult ing con acti vitie s fo r bu sine ss and nt. ma nag eme |
En gine erin g sult rvic con anc y se es |
Th rovi sion of e p ifica tion vice s fo ver ser r indu stria l pro duc ts imp orte d in to t he Kin gdo f M m o oro cco (Law No . 24 -09 , Mor o) occ |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
47% | 100 % |
100 % |
95% | 95% | 75% | 48% | 85% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Ser vici os S EFF S.A . Chi le |
LEM La bor rios ato y Asi sten cia Téc nica Lim itad a C hile |
TIC Inv estm ile SpA ents Ch |
sil Inve App lus Bra stim ento s, L tda |
|---|---|---|---|---|
| Reg iste red offic e |
Cal le P otre rillo s N°4 141 , Pu de l erto Inca , ciu dad de Cal ama (Ch ile) |
Ave nida Hu ayti quin a N°1 601 , ciu dad de Cal (Ch ile) ama |
Ave nida Hu ayti quin a N°1 601 , ciu dad de Cal (Ch ile) ama |
Rua Do m J osé de Bar , nº 177 , 6ª ros and junt o 60 1, ar, con sala 60 2, V ila B uar que , CE P 0 103 8-1 00, Sao lo (B l) Pau razi |
| Line of bus ines s |
Per nel Tra ort son nsp |
t of Dev elop men proj ects ltan cies , co nsu and tec hnic al q uali ty trol sult ants for con con ctio efe rrin stru con n, r g to t he q uali ty o f mat eria ls a nd i ndu stria l d fo elem ents use r stru ctio d its con n an ditio n of plic atio con ap n of b uild ing ks. wor |
Hol ding com pan y |
Hol ding co mpa ny |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||
| Di rect |
- | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Vel osi S.à r.l. |
SAS T in tern atio nal Ltd |
Vel osi Asi a (Lux bou rg) S.à r.l. em |
Vel osi Afri ca (Lux bou rg) S.à r.l. em |
Vel osi Eur ope (Lux bou rg) S.à r.l. em |
Vel osi Pola nd S p z. o.o |
Vel osi Eur Ltd ope |
Vel osi Cer tific atio n Bur LT D eau |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
7, r Rob ert Stü r ue mpe L-2 557 Lux bou em rg, Gra nd Duc hy o f Lux bou L-1 653 em rg, Lux bou em rg (Lux bou rg). em |
IFC 1, L l 1, eve Esp lana de, St. Hei ler, Jers ey J E2 3BX , Cha l Isl and nne s (Jer ). sey |
7, r Rob ert Stü r ue mpe L-2 557 Lux bou em rg, Gra nd Duc hy o f Lux bou L-1 653 em rg, Lux bou em rg (Lux bou rg). em |
7, r Rob ert Stü r ue mpe L-2 557 Lux bou em rg, Gra nd Duc hy o f Lux bou L-1 653 em rg, Lux bou em rg (Lux bou rg). em |
7, r Rob ert Stü r ue mpe L-2 557 Lux bou em rg, Gra nd Duc hy o f Lux bou L-1 653 em rg, Lux bou em rg (Lux bou rg). em |
Ul. Infla nck a 4 00- 189 Wa (Po land ) rsza wa |
1 W ood site Bu sine ss Par k, W hitle y W ood Lan e, R ead ing, RG 2 8LW (UK ). |
1 W ood site Bu sine ss Par k, W hitle y W ood Lan e, R ead ing, RG 2 8LW (UK ). |
| Line of bus ines s |
Hol ding co mpa ny |
Pro visi f on o sult d con anc y an inee ring rvic eng se es |
Hol ding co mpa ny |
Hol ding co mpa ny |
Hol ding co mpa ny |
of o Pub lish ing the r pro gra mm es |
Pro visi f te chn ical on o , d indu inee ring eng an stria l se rvic es |
Hol ding com pan y |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus l Italy Inte rnat iona , Sr l |
App lus Italy , SR L |
IES - V elos i No AS rge |
App lus Tur key Go zeti m Hiz met leri Lim ited Sirk eti |
Vel osi LLC |
Vel osi Mal ta I Ltd |
Vel osi Mal ta I I Ltd |
App ch Rep lus Vel osi Cze ubli c, s .r.o |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
238 07 Mer ate (LC ), vi a De Gas i, 11 3, per (Ita ly). Mer ate |
Via Cin nten ario , 8 - qua 240 44 Dal min e, o (B G) ( ). Ber Italy gam |
Sve ioga ta 4 0, 5 514 Hau und (No y). ges rwa |
104 2. C add e 9.S o.9/ 131 oka k N 5 Ove cler , A nka ra (Tu rkey ). |
Aza dlig Av e 1 89, enu Apt 61 , AZ 113 0 B aku (Az n). erb aija |
The Ba stio Offi ns, ce m C No. 2 E mvi rem ona Stre et, Flor iana , FR N 128 1 (M alta ). |
The Ba stio Offi ns, ce m C No. 2 E mvi rem ona Stre et, Flor iana , FR N 128 1 (M alta ). |
Pra 9, Oce lárs ká gue 35/ 135 4 (C h zec c). Rep ubli |
| Line of bus ines s |
Pro visi f te chn ical on o , inee ring d eng an indu stria l se rvic es |
Qua lity trol con , mai nten nd anc e a insp ecti on |
Qua lity trol con , mai nten nd anc e a insp ecti on |
Qua lity trol con , mai nten nd anc e a insp ecti on |
Pro visi f au xilia on o ry ices for oil and serv ga s ies com pan |
Hol ding co mpa ny |
Hol ding co mpa ny |
Man ufac turi trad ng, e and vice t lis ted ser s no in A ndix 1-3 of the ppe Tra de Lice Ac tivit nse y |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
80% | 80% | 60% | 80% | % 100 |
% 100 |
% 100 |
% 100 |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
s S Vel osi Indu dn Bhd strie |
ia S App lus Mal dn Bhd ays |
Vel osi Pla nt D esig n Eng inee rs S dn Bhd |
Sin App lus E Ltd PT gap ore |
Vel osi (HK ) Lt d |
Sau ia C Vel osi di A rab o Ltd |
Vel osi Eng inee ring Man t age men Con sult y (S han gai) anc Ltd Co. |
Vel osi Sia m C o Lt d |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
15 2-3 -18 No. A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
15 2-3 -18 No. A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
15 2-3 -18 No. A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
521 Bu kit B ato k S tree t 23 Uni t 5E , Ex cel Bui ldin g,65 954 4 (Sin ) gap ore |
Lev el 1 2, 2 8 Hen Ro ad, nes sey ai ( ). Wa nch Hon g K ong |
Uni t No . 1, Al-Q usu r, Tal al A l-Do ha B uild ing, Sub of Prin ce Moh mad bin Fa hd am Roa d, D hah , 34 247 ran - 322 9 (S aud i Ar abia ). |
Roo m 1 304 , She ngk Lia oSh i ang 38 S Bui ldin g N o. 7 han g Che Roa d P udo ng ng, Sha ngh ai P RC , 20 012 0 (Ch ina) |
412 , Su t 95 khu mvi , Ban g C hak , Phr a K han ong , Ban gko k 10 260 (Th aila nd) |
| Line of bus ines s |
Inve stm ents , inve stm ent pert pro y f and visi pro on o inee ring rvic eng se es |
f Pro visi on o inee ring d eng an insp ecti ices on s erv |
Pro visi f on o sult d con anc y an inee ring rvic es f eng se or the des ign of p lant s, stru ctio d con n an inee ring d th eng an e inve stm ent that the y pos ses s |
f sp Pro visi ecia lize d on o ices in t he a of serv rea air o f sh ips, tan kers rep and oth er h igh sea sels d p rovi sion ves , an of r , tes ting ope acc ess and tec hnic al a naly ses for the oil a nd g as indu strie s |
f Pro visi on o t se rvic man age men es, sale rt, a dvis s su ppo ory and bu sine ss dev elop rvic t se men es to r elat ed c ies om pan |
Pro visi f on o mai nten e te stin anc g, fixin inat ion of g, e xam the wel ding d q uali ty an for trol the pipe con s, hine quip t mac ry, e men and oth er b uild ings in oil, d gas an och ical fac ilitie petr em s and to issu late d e re cert ifica tes |
Pro visi f co lting on o nsu of P etro leum Eng inee ring , tec hnic al sult atio n of con han ical gine erin mec en g and sult ing of con bus ines ent s m ana gem |
Hol ding com pan y |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
100 % |
60% | 100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App nd) Com lus (Th aila y Li mite d pan |
Vel osi Cor ate Ser por vice s S dn Bhd |
Vel osi Inte rnat iona l Hol ding Co SC (c) ny B mpa |
Vel osi Cer tific atio n Ser vice s LL C |
Vel osi Cer tific atio n fo r Con sult ing CO . W .L.L |
PT Jav a V elos i Ma ndir i |
Vel osi Cer tific atio n W LL |
Vel osi Pro ice LLC mS erv |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
412 , Su khu mvi t 95 , Ban g C hak , Phr a K han ong , Ban gko k 10 260 (Th aila nd) |
No. 15 2-3 -18 A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
Flat 42 , Bu ildin g 10 33, Roa d 37 31, Blo ck 3 37, Men /UM M ama Alh (Ba hra in) ass am |
# 2 01, Blo ck B , Ab u Dha bi B usin Hu b, ess ICA D-1 , Mu fah , PO ssa Box 42 7 A bu D hab i (Un ited Ara b E mira tes) |
Yaa l Ma ll, A l Fa hah eel, Al D abb Str eet ous , Blo ck# 11 , Bu ildin g# 11, 11th Flo Offi ce# or, 12 ( Kuw ait) |
ah O ffice Pon dok Ind Tow er 2 , 16 th F loor , Sui te 1 602 , Jl. Su ltan Iska nda r M uda Ka v. VTA Po ndo k In dah , Jak arta Se lata n 12 310 (Ind sia) one |
Bui ldin g N o 12 134 0, Firs t Fl Ne w S alat oor a, C R ing Roa d, P .O. Box 340 8, D oha (Q ata r). |
Rus sian Fe der atio n, 125 130 , Mo sco w, Sta etro vsk d, rop y pr oez 7A, bld . 19 , off ice 7 (Ru ssia ). |
| Line of bus ines s |
Pro visi f on o inee ring d eng an tech nica l se rvic es |
Pro visi f ge al on o ner t, b usin man age men ess plan ning ord inat ion, , co fina ate cor por nce adv isor y, tr aini nd ng a nel t per son man age men ices serv |
Hol ding y of com pan a f co ial, gro up o mm erc indu stria l an d se rvic e ies com pan |
Pro visi f on o stru ctio ojec t con n pr lity t qua man age men ices nt serv , ma nag eme tem rtific atio sys ce n, lity t of qua man age men the mai nten e of anc exis ting fac ilitie d s an ipm ent and equ dato ry in ctio man spe n ices serv |
Pro visi f ind ustr ial on o sult con anc y |
Pro visi f on o inee ring eng sult rvic con anc y se es, h as ality l ntro suc qu co and n-d estr ucti no ve test ing (ND T) insp ecti ices on s erv , isio n of ski lled prov labo r wi th v tion al oca trai ning |
Pro visi f ins tion on o pec and alys is a nd an tech nica l se rvic es i n th e a of alifi ed are qu tech nica l job s |
Pro visi f qu ality on o d co ntro l, ass ura nce an l ins tion gen era pec , rosi rol a nd ont cor on c ices for the ply serv sup of la bor for the oil a nd ind ustr ies gas |
| / In Act ive acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
49% | 24% | 0% | 24% | 100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
LLC Vel osi |
Vel osi Bah rain WL L |
LLC Vel osi |
Vel osi Qua lity Man t age men Inte iona l LL C rnat |
App lus Kaz akh stan LLC |
(B) Sdn Vel osi Bh d |
Vel osi Cer tific atio n Ser vice s LL C |
Vel osi Phi lipp ines Inc |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Kur ilsk Str ., 38 aya , 693 000 Yu zhn o Sak , Sa hali nsk kha lin Reg ion, (Ru ssia ). |
Flat 11 , Bu ildin g 10 33, Roa d 37 21, Blo ck 3 37, / U Men MM ama Alh (Ba hra in). ass am |
Blo ck n o 22 7 S tella Bui ldin g, P ost Box 23 1 Ham riya . W o 2 748 ay n (Om an) |
t 20 1, 2 nd f Uni loor , Em Bu sine ss P ark aar 4, S heik h Z d R oad aye , Gr O B The s, P een ox 337 201 , Du bai (Un ited Ara b E mira tes) |
Bui ldin g #3 1A, Akz hal lane , At u, A tyra yra u Obl ast, 06 000 2 (Ka zak shta n). |
Lot 521 1, S 357 , Jln pg. 29 31 Mau lana , KA Kua la B elai t , N ega ra Bru nei Dar alam uss (Bru nei) |
17, Chi mke nt S tree t, Miro bod Dis trict , 100 029 Ta shk ent (Uz bek ista n). |
100 4, 1 0F, Pa gibi g W T Tow Ceb u B usin er, ess , Ce bu C Par k, A yala ity (Ph ilipp ines ). |
| Line of bus ines s |
Hol ding Co mpa ny |
Pro visi f qu ality on o trol and con stan dar diza tion ices , ind ustr ial serv insp ecti ices d on s erv an l se rvic gen era es |
Pro visi f on o ifica cert tion , inee ring d eng an insp ecti ices on s erv |
Pro visi f on o cert ifica tion , inee ring d eng an insp ecti hor on, ons e and /or offs hor e ices serv |
Pro visi f se rvic es i on o n the a of ind ustr ial are safe ty |
Pro visi f qu ality on o trol and gine erin con en g ices for the oil and serv ind ustr ies gas |
Pro visi f ins tion on o pec , ifica cert tion nito ring , mo and oth er t s of ype bus ines tivit s ac y |
Pro visi f ins tion on o pec , lity trol qua con , cert ifica tion d an bus ines s pr oce ss outs cing our |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
50% | 49% | 80% | 30% | 80% | 100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Equ ity m etho d |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
Dijla & F t Qu ality ura Ass , LL C. ura nce |
App lus Kor Co, Ltd ea |
Om Insp ecti nd an on a Cer tific atio n S ices erv |
App lus Jap KK an |
App lus Sen l SU RL ega |
App lus Ste ) Ltd el T est (Pty |
App lus Vel ) Ltd osi (Gh ana |
ola Pre Vel osi Ang staç ao d e S icos erv Ltda |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
Ram ada n A , Di stric t rea 623 -S, No. 1, B agh dad (Ira q). |
194 Mye bon ong gge ona m Ons , Ulj ro, an- eup u , Ul (Re pub lic o f gun san Kor ea) |
P.O . Bo x 15 , So uth Alk hua wir, Ba wsh ar, Gov Mus cat te ern ora (Om an) |
Yam hi B uild ing 3F auc 3-2 4-8 Nis hi S him bas hi, Min ato- ku, Tok yo (Jap an) |
Alm adie ute de s, ro Ngo r, im ble SIA meu , 14e r ét , Da kar age (Se al) neg |
28 Sen ato r Ro od Roa d, 193 9 V enig ing ere (Re f So pub lic o uth Afri ca) |
2nd Flo Des ign or, Hou Rin g R oad se, Eas t, A (G han a). ccra |
Rua Ma rien Ng bi oua 37, 5º a part nto 53, ame Mai a, L da ang uan (An gola ). |
| of Line bus ines s |
Pro visi f qu ality on o trol and tra inin con g ices serv |
Pro visi f tra inin on o g and sult ing for con ices rel ated to serv tech nica l en gine erin g, hirin f m ut o g-o anp owe r and teri als and ma leas ing of p ertie rop s. |
Pro visi f no on o n des truc tive tes ting ices (N DT) serv , iron tal a nd env men safe ices (HS E), ty s erv lity trol and qua con inee ring rvic eng se es. |
Pro visi f qu ality d on o an insp ecti ices on s erv , NDT tes ts man pow er, and ind ial ustr sult ing con |
Pro vide ality qu d q uali ty ass ura nce an trol ices to the con serv oil a nd g as i ndu stry in Sen l an d in the ega CD EAO |
Pip nd s tee l e a thic ken er t esti ng |
Pro visi f ins tion on o pec , lity trol and qua con ifica tion vice cert ser s |
Pro visi f qu ality on o d co l, ntro ass ura nce an insp ecti ply of on, sup tech nica l ma npo wer , ifica cert tion d an ulat insp ecti reg ory on, ND E s ializ ed pec ices d serv an inee ring eng |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow y G ship inte rest he ld b nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
50% | 100 % |
100 % |
75% | 49% | 44% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Inte ción glo bal gra |
Inte ción glo bal gra |
Full lida tion co nso |
Full lida tion co nso |
Full lida tion co nso |
| Nam e |
Vel osi Sup erin tend end Nig eria Ltd |
Vel osi Uga nda LT D |
App lus Vel ) Ltd osi SA (Pty |
Gab (SA RL) Vel osi on |
App lus Ste el T est Sec und a (P TY) , LT D. |
App lus Vel pt, LLC osi Egy |
Vel osi Moz biqu e LDA am |
App lus Vel osi Ang ola, Lda |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
3A Ala bi S tree t, O ff Toy in S t, Ik eja tree - Lag (Nig eria ). os |
3rd Flo Rwe ri or, nzo Hou Plot 1, se, Lum umb a A PO ven ue, Box 10 314 Ka la mpa (Ug and a). |
128 Se r Ro od nato Roa d, 1 939 Ver igin g (R blic een epu of S h A frica ). out |
Cité Sh ell, Por t-G ent il in G abo n, B P: 2 26 7 (Ga bon ). |
11 V isco , Ro ad unt Bed ford view 20 07, (Re pub lic o f So uth Afri ca) |
27, Ali El-G end y S t., Nas r Ci ty, C airo (Eg ypt) |
Ave nida Kim Il S ung , 961 - B airr o Som shie ld - Dist rito mer Urb 1, Map uto ano Cid ade (M mbi ). oza que |
Con dom inio Mir ante s de T alat , Ru a da ona s Acá cias sa B 13, , ca Lua nda (An gola ). |
| Line of bus ines s |
f se Pro visi rvic on o es (qu ality d ass ura nce an trol al con , ge ner insp ecti rosi on, cor on trol and ply of con sup labo r) fo r th il an d e o ind ustr ies gas |
Pro visi f bu sine on o ss sult ing and con rvic t se man age men es |
Pro visi f se rvic on o es rela ted with the ality qu of t he o il an d ga s indu strie s |
Pro visi f se ity on o cur and iron tal env men ices (HS E), lity serv qua trol and gine erin con en g in th il an d ga e o s tor. sec |
Insp ecti f pip nd on o es a stee l thi ckn ess |
Pro visi f on o inee ring eng sult y in the oil con anc the ritim tor, sec ma e bus ines s, p owe r tion d m inin gen era an g, ell a ent as w s m ana gem sult ing con |
Pro visi f on o sult rvic con anc y se es and hnic al tec ista in t he o il ass nce and s in dus tries ga , h as lab or f suc orce ices d ot her serv , an cial ized vice s in spe ser -de stru ctiv e tr ials non , trol uali ty con s, q insp ecti d as set ons an inte grity |
f qu Pro visi ality on o d co l, ntro ass ura nce an insp ecti ply of on, sup tech nica l ma npo wer , ifica tion d cert an cial ized vice s in spe ser NDT d e ngin ing. an eer |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
30% | 100 % |
100 % |
75% | 100 % |
100 % |
74% | 49% |
| Met hod d to t th e in tme nt use acc oun ves |
Full soli dat ion con |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
Full soli dat ion con |
| Nam e |
App lus te Lim Indi a P riva ited |
App lus Moz biqu e Lim am itad a |
K2 Do Bra sil S ices erv Ltda |
App lus Vel osi Am eric a LLC |
App lus Vel osi Can ada Ltd |
App lus K2 Am eric a, LLC |
Vel osi Aus tral ia P ty L td |
|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
#40 2, V ijay sri N ivas , Pra kas h N aga r, Beg et, Hyd bad ump era – 5 00 0 16. Tel ena gan a (Ind ia) |
Pau lo S uel am Kan kho mba Av enu e, ber 3,37 1, M to num apu City (M mbi ). oza que |
Ave nida No ssa Sen hor a da Glo ria, 2.64 3, C leiro ava s, Mac RJ ae - , CE P27 920 -36 0, Mac (Bra zil). ae |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
260 0 M life Pla anu ce 101 80 - 10 1st Stre et, Edm onto n, A B T 5J 3 Y2 (Ca nad a) |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
Uni t 9, 783 Kin gsfo rd Sm ith D rive , Ea gle Far m, Q nsla nd uee 400 9 (A ustr alia ) |
| Line of bus ines s |
Pro visi f la bor on o ply ices for the sup serv oil a nd g as i ndu strie s |
Pro visi f co lting on o nsu and hnic al tec ista rvic es i ass nce se n the oil a nd g as i ndu stry , ices man pow er s erv , NDT cial ized tes ts, spe trols d q uali ty con an insp ecti d ons an isio n of et prov ass inte grity rvic se es |
Pro visi f up dat ing, on o air, mod ifica tion d rep an trol of o nsh d con ore an offs hor il fa cilit ies, e o insp ecti nd on a dev elop t of des ign men nufa ices ctur serv , ma e of c d ents om pon an hine truc ture mac ry s s and ply of q uali fied sup labo r |
Pro visi f la bor on o ply ices for the sup serv oil a nd g as i ndu strie s |
Pro visi f la bor on o ply ices for the sup serv oil a nd g as i ndu strie s |
Pro vidi olut ions for ng s and tors own ers op era of d rillin g rig d s an FPS O in Am eric a, incl udin g in ctio spe n ices pair d serv , re an mai l nten truc tura anc e, s des ign and alys is an and tra inin rvic g se es |
Hol ding co mpa ny |
| Act ive / In acti ve |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
Act ive |
| Ow y G ship inte rest he ld b nies ner rou p co mpa : |
|||||||
| Di rect |
- | - | - | - | - | - | - |
| In dire ct |
100 % |
49% | 100 % |
100 % |
100 % |
100 % |
100 % |
| Met hod d to t th e in tme nt use acc oun ves |
Full lida tion co nso |
Inte ción glo bal gra |
Full lida tion co nso |
Full lida tion co nso |
Full lida tion co nso |
Full soli dat ion con |
Full soli dat ion con |
Note: the % of ownership of the Group companies reported corresponds to the legal interest.
| Nam e |
Vel osi Tur kme nist an |
Vel osi Ser vice s L. L.C . (Ru ssia ) |
Vel osi Cam un S àrl ero |
App lus Vel osi Ken ya Lim ited |
Vel osi Do Bra sil L tda |
Idia da Hom olog atio n Tec hnic al S ice, erv S.L .U. |
de Cap App lus Cen tro acit ació n, S .A. |
App lus RTD UK Hol ding , Ltd |
|---|---|---|---|---|---|---|---|---|
| offic Reg iste red e |
Ash gab at C ity, Kop etda g D istri ct, Tur kme nba shy , Ave , No . 54 nue (Tu rkm enis tan ). |
Kom istic hes ky mun ct, 3 2, s uit 6 10, pro spe -Sa Yuz hno kha lins k, Sak hali n R egio n (Ru ssia ). |
Dou ala, PO Bo x 15 805 , Akw a (C n) ame roo |
3rd floo r, K igan jo Hou Ros e A se, ven ue Off Den is P ritt Roa d L.R No 1/1 870 , Na irob i P.O x 50 719 .Bo - 002 00, Nai rob i (K a). eny |
Pra ia D o F lam eng o 312 , 9 A nda r Pa rte Flam Rio De eng o, (Br ). Jan eiro azil |
L'A lbor s/n 437 10 nar San ta O liva - Tar (Sp ain) rag ona |
Agu stin as N º64 0, P iso 9, S Chi ant iago de le (Ch ile) |
Uni t 2, Blo cks C a nd D, We st M ains Ind ustr ial , Gr Est ate uth ang emo , FK3 8Y E, S cotl and (UK ) |
| Line of bus ines s |
No line of bus ines s |
No line of bus ines s |
No line of bus ines s |
Ser vice s of visi f pro on o lity trol qua con , tech nica l en gine erin g of labo d co lting r an nsu , Non De stru ctiv e Tes ting d an ifica cert tion , ele ctric al insp ecti inee ring on, eng and ject pro t an d man age men isio n of sup erv stru ctio rvic con n se es |
No line of bus ines s |
Eng inee ring , tes ting tific and atio cer n |
Pro visi f tra inin g serv on o ices |
Hol ding com pan y |
| Act ive / In acti ve |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
| Ow ship inte he ld b y G nies rest ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
% 100 |
% 100 |
% 100 |
% 100 |
98% | 80% | 95% | % 100 |
| Nam e |
App lus RTD Llc |
App lus Aer UK osp ace , Lim ited |
Tec hnic al In ctio n Ser spe vice td |
Vel osi Asi a K ish (Ira n) |
VA IL C ulta ons ncy Ser MC C vice s D |
Vel osi Eng inee ring Pro s P te L td |
Vel osi Ene rgy Con Sd sult ants n B hd |
Vel osi CB L (M ) Sd n Bhd |
|---|---|---|---|---|---|---|---|---|
| Reg iste red offic e |
KhS taro petr ky ovs ezd , 7-A , bld . 19 pro Mos cú 125 130 (Ru ssia ) |
Uni t 2, Blo cks C a nd D, We st M ains Ind ustr ial Est ate , Gr uth ang emo , FK3 8Y E, S cotl and (UK ) |
s, L Uni t 21 , Hi the r Gr een Indu stria l Es tate , Cle ved Nor th on, Som t, B S21 6X U erse (UK ) |
No. 7, Sec ond Flo or, Blo ck B 28, Par s Com cial Co mpl mer ex, Sou th-W of t he P est ort Are a (I ). ran |
DM CC Bus ines s C ent re - Le vel No 1 - J llery ewe & G plex 3 em Dub ai ( Uni ted Ara b Em irate s). |
ject 521 , Bu kit B ato k St reet 23, Uni t 5E , 6 595 44 Sin (Si e) gap ore nga por |
No. 15 2-3 -18 A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
C/o AG L M ent ana gem Ass ocia Sdn Bh d, tes No. 15 2-3 -18 A, Kom plek s M alur i, Ja lan Jeja ka, Tam Mal uri, an 551 00 Kua la L ump ur (Ma lays ia). |
| Line of bus ines s |
f eq Pur cha uipm ent se o and ref ills, inst alla tion , tion d rep ara an mai ntai f th nan ce o e ipm gine erin ent equ , en g ices d de volm ent serv an of s cien tific inve stig atio n |
Non -de stru ctiv e ices fro m th serv e bu sine aer osp ace ss. |
Cer tific atio n by no n des truc tive tes ting ices serv |
No line of bus ines s |
No line of bus ines s |
Pro visi f th ird- part on o y insp ecti ices on s erv |
Pro visi f on o sult rvic con anc y se es for all e ngin ing eer acti vitie d th pply s an e su of lo cal and for eign for erts the exp tion of oil a nd gen era arin gas en erg y, m e, atio ene rgy con serv n, min ing and all othe r indu strie s, to get her with the inee ring d eng an e of ref mai nten inin anc g sels , oil pla tfor ves ms, plat form s, petr och ical pla nts em and the pply of su lifie d la bor qua |
Pro visi f eq uipm ent on o insp ecti ices on s erv |
| / In Act ive acti ve |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
| Ow ship inte rest he ld b y G nies ner rou p co mpa : |
||||||||
| Di rect |
- | - | - | - | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
97% | 80% | 100 % |
100 % |
100 % |
| Nam e |
C Vel osi Ukr aine LL |
Pre cisi on f or Eng inee ring Se rvic es, Pro ject Ma nt, nag eme Voc atio nal Tra inin nd g a of Imp orta tion Man Pow LLC er, |
Mid stre Tec hnic al am on S Insp ecti ices erv , LLC |
QA Ma nt nag eme Ser vice s P ty L td |
Vel osi Jors on S dn Bhd (Bru nei) |
|---|---|---|---|---|---|
| Reg iste red offic e |
5A Pite rska Str eet , 030 87 Kyiv (Uk rain e). |
Al-S ham asiy ah Dist rict Sec tion No . 31 6 S tree t 15 h e 37 1, B ous asra (Ira q) |
3 S r Cr eek Ce nter uga Blvd . Su ite 6 00 S uga r Lan d, T X 7 747 8 (U SA) |
Uni t 9, 783 Kin gsfo rd Sm ith D rive , Ea gle Far m, Q nsla nd uee 400 9 (A ustr alia ) |
LOT 52 11. Sim pan g 357 , Ja lan Mau lana , Kua la B elai t KA 293 1, Bru nei Dar alam uss (Bru nei) |
| Line of bus ines s |
Pro visi f au xilia on o ry ices in t he o il an d serv natu ral g as i ndu strie s |
Buy , lea hip se, own ers of p nal pert erso pro y, inte llec tua l pro pert d y an the sale of said ods go |
Sup ply of c ertif icat ions for pipe line s be long ing to t he o il an d ga ctor s se |
Pro visi f qu ality on o rvic ass ura nce se es, h as rldw ide suc wo insp ecti nd ISO on a 900 0 Q uali ty Man t age men Con sult y, tr aini anc ng ality l ntro cou rses , qu co soft cka d war e pa ges an cial ized lab spe or ices serv |
Pro visi f no on o n des tive ting truc tes ices (N DT) serv , tech nolo gica l dev elop t, men sfor ion and tran mat tech nica l co lting nsu |
| Act ive / In acti ve |
Inac tive |
Inac tive |
Inac tive |
Inac tive |
Act ive |
| Ow y G ship inte rest he ld b nies ner rou p co mpa : |
|||||
| Di rect |
- | - | - | - | - |
| In dire ct |
100 % |
100 % |
100 % |
100 % |
15% |
Avda. Diagonal, 654 08034 Barcelona Espana
Tel: +34 932 80 40 40 www.deloitte.es
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails
To the Directors of Applus Services, S.A.:
As requested by the Board of Directors of Applus Services, S.A. and Subsidiaries ("the Applus Group") and in accordance with our proposal-letter of December 3, 2020, we have applied certain procedures to the information relating to the ICFR system included in section F of the Annual Corporate Governance Report ("ACGR") of the Applus Group for 2020, which summarises the internal control procedures of the Entity in relation to its annual financial reporting.
The Directors are responsible for adopting the appropriate measures in order to reasonably guarantee the implementation, maintenance and supervision of an adequate internal control system and for making improvements to that system and for preparing and establishing the content of the information relating to the ICFR system.
It should be noted in this regard, irrespective of the quality of the design and operating effectiveness of the internal control system adopted by the Applus Group in relation to its annual financial reporting, that the system can only permit reasonable, but not absolute, assurance in connection with the objectives pursued, due to the limitations inherent to any internal control system.
In the course of our audit work on the financial statements and pursuant to Technical Auditing Standards, the sole purpose of our assessment of the internal control of the Applus Group was to enable us to establish the scope, nature and timing of the audit procedures to be applied to the Applus Group's financial statements. Therefore, our assessment of internal control performed for the purposes of the aforementioned audit of financial statements was not sufficiently extensive to enable us to express a specific opinion on the effectiveness of the internal control over the regulated annual financial reporting.
For the purpose of issuing this report, we applied exclusively the specific procedures described below and indicated in the Guidelines on the Auditors' Report on the Information relating to the System of Internal Control over Financial Reporting of Listed Companies, published by the Spanish National Securities Market Commission (CNMV) on its website, which establishes the work to be performed, the minimum scope thereof and the content of this report. Since the work resulting from such procedures has, in any case, a reduced scope that is significantly less extensive than that of an audit or a review of the internal control system, we do not express an opinion on the effectiveness thereof, or on its design or operating effectiveness, in relation to the Applus Group's annual financial reporting for 2020 described in the information relating to the ICFR system. Therefore, had we applied procedures additional to those described below or performed an audit or a review of the internal control over the regulated annual financial reporting, other matters or aspects might have been disclosed which would have been reported to you.
Also, since this special engagement does not constitute an audit of financial statements and is not subject to the Consolidated Spanish Audit Law, we do not express an audit opinion in the terms provided for in that Law.
The procedures applied were as follows:
The procedures applied to the information relating to the ICFR system did not disclose any inconsistencies or incidents that might affect the information.
This report has been prepared exclusively in the context of the requirements established by article 540 of the consolidated text of the corporate enterprises act Corporate Enterprises Act, and by the aforementioned CNMV Circulars, for the purposes of the description of the ICFR system in Annual Corporate Governance Reports.
DELOITTE, S.L.
February 19, 2021
ISSUER IDENTIFICATION
YEAR‐ END DATE 31/12/2020
Tax Identification No. [C.I.F.]: A‐64622970
Company Name:
APPLUS SERVICES, S.A.
CALLE CAMPEZO 1, EDIFICIO 3, 28022 MADRID
| Date of last change |
Share capital (Euros) | Number of shares | Number of voting rights |
|---|---|---|---|
| 27/09/2017 | 14,301,843.00 | 143,018,430 | 143,018,430 |
Please state whether there are different classes of shares with different associated rights:
| Yes | No X |
|||
|---|---|---|---|---|
| Class | Number of shares |
Par value | Number of votes | Associated rights |
A.2. Please provide details of the company's significant direct and indirect shareholders at year‐end, excluding any directors:
| Name of shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| RIVER AND MERCANTILE ASSET MANAGEMENT LLP |
5.05 | 5.05 | |||
| NORGES BANK | 4.53 | 0.46 | 4.99 | ||
| SOUTHEASTERN ASSET MANAGEMENT, INC |
3.33 | 3.33 | |||
| THREADNEEDLE ASSET MANAGEMENT LIMITED |
3.09 | 3.09 | |||
| INVESCO LTD | 3.06 | 3.06 | |||
| FIDELITY INTERNATIONAL LIMITED |
2.19 | 2.19 | |||
| MELQART OPPORTUNITIES MASTER FUND LIMITED |
0.07 | 0.07 |
Breakdown of the indirect holding:
| % of shares | % of voting |
% of total | ||
|---|---|---|---|---|
| Name of indirect | Name of direct | carrying | rights through | voting |
| shareholder | shareholder | voting rights | financial | rights |
| instruments |
| RIVER AND MERCANTILE ASSET MANAGEMENT LLP |
RIVER AND MERCANTILE PLC |
5.05 | - | 5.05 |
|---|---|---|---|---|
| INVESCO LTD | INVESCO OPPENHEIMER INTERNATIONAL SMALL-MID COMPANY FUND |
3.03 | - | 3.03 |
| INVESCO LTD | INVESCO CAPITAL MNAGEMENT LLC |
0.02 | - | 0.02 |
| INVESCO LTD | INVESCO ADVISERS INC |
0.007 | - | 0.007 |
| FIL INTERNATIONAL LIMITED |
FIL INVESTMENTS INTERNATIONAL |
1.81 | - | 1.81 |
| FIL INTERNATIONAL LIMITED |
FIL LIMITED | 0.37 | - | 0.37 |
| INVESCO LTD | It has increased above 3% in the capital stock |
It has increased above 3% in the capital stock |
|
It has increased above 2% in the capital stock |
|
It has increased above 3% in the capital stock |
|
It has increased above 3% in the capital stock |
|
It has decreased below 3% in the capital stock |
! "# \$
| % |
\$ % \$ |
% \$ |
%\$ |
|||
|---|---|---|---|---|---|---|
| BASABE ARMIJO, FERNANDO |
||||||
| CAMPBELL NELSON, RICHARD |
||||||
| JOAN AMIGO CASAS |
! |
|||||
| COLE, CHRISTOPHER |
| HOFMEISTER, JOHN DANIEL |
0.01 | ‐ | ‐ | ‐ | 0.01 | ‐ | ‐ |
|---|---|---|---|---|---|---|---|
| VILLEN JIMENEZ, NICOLAS |
0.01 | ‐ | ‐ | ‐ | 0.01 | ‐ | ‐ |
| Mª CRISTINA HENRIQUEZ DE LUNA |
0.00 | ‐ | ‐ | ‐ | 0.00 | ‐ | ‐ |
| Total percentage of voting rights held by the Board of Directors | 0.24 |
|---|---|
| ------------------------------------------------------------------ | ------ |
| Remarks | |
|---|---|
| Maria Cristina Henriquez de Luna holds 650 shares. | |
Breakdown of the indirect holding:
| Name of indirect shareholder |
Name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A | N/A |
A.4 If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, except those that are reported in Section A.6:
| Name of related Party | Nature of relationship | Brief description |
|---|---|---|
| N/A |
A.5 If applicable, state any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or group, unless they are insignificant or arise in the ordinary course of business:
| Name of related Party | Nature of relationship | Brief description |
|---|---|---|
| N/A |
A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives in the case of proprietary directors. Explain, as the case may be, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
| Name or company | Name or company name | Company name of the group | Description of |
|---|---|---|---|
| name of related | of related significant | company of the significant | relationship/post |
| director or representative |
shareholder | shareholder |
| N/A | ||
|---|---|---|
A.7 State whether the company has been notified of any shareholders' agreements that may affect it, in accordance with Articles 530 and 531 of the Ley de Sociedades de Capital ("Corporate Enterprises Act" or "LSC"). If so, describe these agreements and list the party shareholders:
| Yes No x |
|---|
| ---------------- |
| Parties to the shareholders' agreement |
Percentage of affected shares |
Brief description of the agreement |
Date of termination of agreement, if applicable |
|---|---|---|---|
| N/A |
State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| Yes | No | x | |
|---|---|---|---|
| Parties to the concerted action |
Percentage of affected shares |
Brief description of the agreement |
Date of termination of agreement, if applicable |
|---|---|---|---|
| N/A |
If any of the aforementioned agreements or concerted actions have been modified or terminated during the year, please specify expressly:
| Yes | No | x |
|---|---|---|
| Name of individual or company |
|---|
| N/A |
A.9 Complete the following table with details of the company's treasury shares:
At the close of the year:
| Number of direct shares | Number of indirect shares (*) | Total percentage of share |
|---|---|---|
| 317,809 | N/A | 0.22 |
(*) through:
| Name of direct shareholder | Number of direct shares |
|---|---|
| N/A | N/A |
| Total: | N/A |
Explain any significant changes during the year:
| Explain significant changes |
|---|
| N/A |
The General Shareholders Meeting of 29 May 2020 agreed to "authorise the Company's Board of Directors, with power to sub-delegate, so it may proceed with a derivative acquisition of its own shares, in accordance with article 146 of the Spanish Companies Act in the terms established below:
It is hereby expressly noted that any shares acquired as a result of this authorisation may be used either for disposal or redemption, or towards the direct delivery of these shares to the employees or Directors of the Company or any of the group companies, or as a consequence of the exercise of any option rights or the application of any remuneration systems.
To revoke, to the extent of the unused amount, the authorization granted by the General shareholders Meeting in 18 June 2015"
| % | |
|---|---|
| Estimated floating capital | 77.76 |
A.12 State whether there are any restrictions (article of associations, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, state the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those regimes for the prior authorization or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
| Yes | No x |
|||
|---|---|---|---|---|
| Description of restrictions | ||||
| N/A |
A.13 State if the shareholders have resolved at a meeting to adopt measures to neutralize a take‐over bid pursuant to the provisions of Act 6/2007.
| Yes No x |
|
|---|---|
| If so, please explain the measures approved and the terms under which such limitations would cease to apply: |
|
| Explain the measures approved and the terms under which such limitations would cease | |
| N/A | |
| A.14 | State if the company has issued shares that are not traded on a regulated EU market. |
| Yes No x |
If so, please list each type of share and the rights and obligations conferred on each.
| List each type of share | |
|---|---|
| N/A |
B.1 State whether there are any differences between the quorum established by the LSC for General Shareholders' Meetings and those set by the company and if so, describe them in detail:
| % quorum different from that contained in Article 193 LSC for general matters |
% quorum different from that contained in Article 194 LSC for special resolutions |
|
|---|---|---|
| Quorum required at 1st call |
N/A | N/A |
| Quorum required at 2nd call |
N/A | N/A |
| Description of differences | |
|---|---|
| N/A |
B.2 State whether there are any differences in the company's manner of adopting corporate resolutions and the manner for adopting corporate resolutions described by the Spanish Companies Act (LSC) and, if so, explain:
| Yes | No | x | ||
|---|---|---|---|---|
| ----- | -- | ---- | --- | -- |
Describe how it is different from that contained in the LSC.
| Qualified majority different from that established in Article 201.2 LSC for Article 194.1 LSC matters |
Other matters requiring a qualified majority |
|
|---|---|---|
| % established by the company for adoption of resolutions |
N/A | N/A |
| N/A |
|---|
B.3 State the rules for amending the company's Articles of Association. In particular, state the majorities required for amendment of the Articles of Association and any provisions in place to protect shareholders' rights in the event of amendments to the Articles of Association.
In accordance with Spanish Companies Act, in order for a General Meeting to be validly convened, for an amendment of the By-laws, article 16.8 (b) of the Regulations will apply, whereby it will be necessary for the attendance of shareholders, present or represented at first call that hold at least fifty per cent (50%) of the subscribed voting capital stock. At second call, it will suffice for twentyfive per cent (25%) of the capital stock to attend.
In order for the General Shareholders Meeting to adopt resolutions that entail an amendment of the By-laws, article 21.1 (b) of the Regulations will apply, whereby an absolute majority will be required if more than fifty per cent (50%) of the voting capital stock subscribed is present. However, it will require the favourable vote of at least two thirds (2/3) of the voting capital stock in attendance when in the second call more than twenty-five per cent (25%) of the voting capital stock is present and in case it does not reach the fifty per cent (50%).
| Attendance data | ||||||||
|---|---|---|---|---|---|---|---|---|
| % distance voting | ||||||||
| Date of General Meeting |
% physically present |
% present by proxy |
Electronic voting |
Other | Total | |||
| 29/05/2020 | 0.16 | 70.38 | 0 | 0.79 | 71.33 | |||
| 30/05/2019 | 0.29 | 6.91 | 0 | 1.44 | 68.64 | |||
| 31/05/2018 | 0.25 | 71.89 | 0 | 0.109 | 72.25 | |||
| Of which floating: |
0.02 | 70.38 | 0 | 0.75 | 71.14 |
The Company considers very positively and appreciates the regular communication with its shareholders and the support received by them in the 2020 AGM, especially considering the circumstances under COVID‐19, since, with a high number of floating capital, the quorum was 71.33 of the share capital (71.24% for shares with voting rights).
| Yes | No | x | |
|---|---|---|---|
| Points on agenda not approved | % votes against (*) |
|---|---|
| N/A | N/A |
(*) If the non‐approval of the point is for a reason other than the votes against, this will be explained in the text part and "N/A" will be placed in the "% votes against" column.
B.6 State if the Articles of Association contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or on distance voting:
B.7 State whether it has been established that certain decisions other than those established by law exist that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions that must be subject to the approval of the General Shareholders' Meeting.
| Yes | No | x |
|---|---|---|
Explain the decisions that must be subject to the General Shareholders' Meeting, other than those established by law
The corporate website is available at www.applus.com. At the top, under "Investor Relations", full information is provided on corporate governance and General Meetings. Specifically, through the following linkshttp://www.applus.com/es/InvestorRelations/Corporate-governance and http://www.applus.com/es/InvestorRelations/Shareholders-meetings - direct access is provided to information on corporate governance and General Meetings, respectively.
| Maximum number of directors | 12 |
|---|---|
| Minimum number of directors | 9 |
| Number of directors set by the general meeting | 10 |
| Remarks |
|---|
| The number of directors was established by the Shareholders' meeting on 30 May 2019. |
| Name of |
Natural | Director | Position | Date first |
Last re‐ |
Method of selection | |
|---|---|---|---|---|---|---|---|
| director | person | category | on the |
appointed | election | to Board | Birth date |
| representative | Bboard | to Board | date | ||||
|---|---|---|---|---|---|---|---|
| CHRISTOPHER COLE |
N/A | INDEPENDENT | CHAIRMAN | 07/05/2014 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
30/08/1946 |
| RICHARD CAMPBELL NELSON |
N/A | INDEPENDENT | MEMBER | 01/10/2009 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
11/02/1943 |
| JOHN DANIEL HOFMEISTER |
N/A | INDEPENDENT | MEMBER | 1/07/2013 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
18/01/1948 |
| ERNESTO MATA LÓPEZ |
N/A | OTHER EXTERNALS |
MEMBER | 29/11/2007 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
06/03/1941 |
| NICOLÁS VILLÉN JIMÉNEZ |
N/A | INDEPENDENT | MEMBER | 27/10/2015 | 29/05/2020 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
19/11/1949 |
| MARIA CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
N/A | INDEPENDENT | MEMBER | 21/07/2016 | 21/07/2016 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") – RATIFIED BY AGM |
15/09/1966 |
| MARIA JOSÉ ESTERUELAS AGUIRRE |
N/A | INDEPENDENT | MEMBER | 20/02/2019 | 20/02/2019 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") – RATIFIED BY AGM |
21/03/1972 |
| ESSIMARI KAIRISTO |
N/A | INDEPENDENT | MEMBER | 09/04/2019 | 09/04/2019 | BOARD OF DIRECTORS APPOINTMENT ("Cooptación") – RATIFIED BY AGM |
28/05/1966 |
| FERNANDO BASABE ARMIJO |
N/A | EXECUTIVE | MEMBER | 01/02/2011 | 31/05/2018 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
11/08/1959 |
| JOAN AMIGÓ CASAS |
N/A | EXECUTIVE | MEMBER | 30/05/2019 | 30/05/2019 | GENERAL SHAREHOLDERS MEETING RESOLUTION |
21/07/1966 |
| Total number of directors | 10 |
|---|---|
| --------------------------- | ---- |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
| Name of director | Director type at time of leaving |
Date of last appointment |
Date director left |
Specialized committees of which he/she was a member |
Indicate whether the director left before the end of the term |
|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A | N/A |
| Name or company name of director |
Post in organizational chart of the company |
Profile |
|---|---|---|
| ------------------------------------- | --------------------------------------------------- | --------- |
| FERNANDO BASABE ARMIJO |
CEO | Mr Basabe holds a degree in Law from the Universidad Complutense de Madrid and an MBA from IESE (Barcelona). Before joining Applus+, Mr Basabe spent 15 years at SGS S.A. in different senior management positions, ultimately becoming the Chief Operating Officer for Western Europe. He started his career at Manufacturers Hanover Trust Co. (JP Morgan & Co), where he held different positions within the corporate banking division. He was initially appointed as Executive Director of Applus on 1 February 2011. |
|---|---|---|
| JOAN AMIGO CASAS | CFO | Joan holds a degree in Economics from the Autonomous University of Barcelona as well as completing an IESE Business School's Executive Development Program, a Global Business Strategy Program at Wharton, University of Pennsylvania and an Advanced Management Program at ESADE Business School. Before joining Applus+, he held positions in PWC, where he started his career as external auditor, and Bimbo (Sara Lee), where he held various senior positions: Vice President and Chief Financial Officer, Financial Shared Services Director, Controller and Internal Audit Director and Vice President for Financial Planning and Control at Sara Lee Bakery's Europe Division. He joined Applus+ in December 2007 as Chief Financial Officer and was appointed Executive Director of Applus+ on 30th May 2019. |
| Total number of executive directors | 2 |
|---|---|
| Percentage of Board | 20 |
| Name or company name of director |
Post in organizational chart of the company |
Profile |
|---|---|---|
| N/A | N/A | N/A |
| Total number of executive directors | N/A |
|---|---|
| Percentage of Board | N/A |
| Director's name | Profile |
|---|---|
| CHRISTOPHER COLE |
Mr. Cole holds a Degree in Environmental Engineering from Borough Polytechnic (University of South Bank) is an associate engineer in the United Kingdom and in 1999 he completed an Executive Management Course at INSEAD in France. Mr. Cole founded WSP Group Plc, a professional services engineering company that was listed on the London Stock Exchange in 1987 and held the post of Chief Executive Officer of the company until it merged with Genivar, Inc. in 2012. Following the merger, he was appointed non-executive Chairman of the enlarged group WSP Global Inc., whose shares are listed on the Toronto Stock Exchange, a role he currently retains. He is also non-executive Chairman of Tracsis Plc |
| Mr Cole has many years of experience in managing large international and diversified groups in both Executive and Non-Executive capacities and brings this wealth of experience to bear in his role as Chairman of the company. In particular, he was Non-Executive Chairman position at Ashtead for 12 years where the Company progressed to a FTSE 100 leading performer until 2019 when he left. |
|
| JOHN DANIEL HOFMEISTER |
Mr. Hofmeister holds a Bachelor's and Master's Degree in Political Science from Kansas State University. In May 2010 he was awarded an |
| honorary doctorate from the University of Houston and in 2014 was | |
|---|---|
| awarded with a doctorate in letters by Kansas State University. Mr. Hofmeister was the President of Shell Oil Company in the US from 2005 to 2008 and prior to that he was the Group Director of Human Resources at Royal Dutch Shell in the Netherlands. Mr. Hofmeister founded and heads the not for profit membership association, Citizens for Affordable Energy and is a key member of the US Energy Security Council, a bipartisan not for profit group in Washington, DC. Mr. Hofmeister has previously held executive positions at General Electric, Nortel Networks and AlliedSignal (now Honeywell International). Currently, Mr. Hofmeister also serves as a non-executive Director of Ioneer Ltd in Australia. |
|
| Mr Hofmeister´s deep knowledge of the global energy markets is of significant importance to the Board as this is a relevant sector of the overall Group revenues. Furthermore, his experience of operating on other Boards in both an executive and non-executive roles especially whilst acting as Group Director of Human Resources at Royal Dutch Shell means he is well acquainted with this aspect of Corporate Governance. |
|
| RICHARD CAMPBELL NELSON |
Mr. Nelson is a fellow of the Institute of Chartered Accountants in England and Wales and holds a Master of Science Degree in Economics at the London Business School. Mr. Nelson was a Director of Transcontinental Services Inc. from 1972 and CEO from 1982 to the date of its acquisition by Inchcape Plc in 1985. He was nominated to the same position in Inchcape Plc which combined Transcontinental Services Inc. with its consumer goods testing and minerals testing businesses to become Inchcape Testing Services NA, Inc. In 1996, Inchcape Testing Services NA, Inc. was acquired by a private equity firm and became Intertek Group Limited of which Mr. Nelson was the executive Chairman until 2002, when the company floated on the London Stock Exchange. At this time, Mr. Nelson became the CEO of Intertek Group plc until he retired in 2006. Mr. Nelson was also President of the International Federation of Inspection Agencies. |
| Mr. Nelson has spent over thirty years in the testing, inspection and certification industry and in this time has gathered a significant level of experience giving him good knowledge of the industry and the investment market that follow it. |
|
| NICOLÁS VILLÉN JIMÉNEZ |
Mr. Villén holds an industrial engineer degree from Universidad Politécnica de Madrid, a Master in Electrical Engineer by the University of Florida (Fulbright Scholar) and an MBA from the Columbia University. Mr. Villén was CEO of Ferrovial Aeropuertos (2009-2012) and CFO of Ferrovial (1993-2009). Before that, he worked as Midland Montagu Ventures' CEO, Smith Kline & French's CEO and International Vice President, amongst other responsibilities in Abbott Laboratories and Corning Glass Works. Currently, he externally advises IFM Investors (an Australian infrastructure fund) and he is a board member of FCC Aqualia and ACR Grupo. |
| Mr. Villen was appointed considering his high level experience in a variety of roles in world class Spanish and international companies including a strong financial background which lends support to the Audit Committee, of which he is currently the Chairman. |
|
| MARIA CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
Ms. Henríquez de Luna holds a degree in Business Administration and Economics from ICADE in Madrid. |
| Ms. Henriquez de Luna is the President and Managing Director Spain and Head of Iberia and Israel Cluster at GlaxoSmithKline where she has benefited from an extensive career in international markets in both commercial and finance roles. Previous to this, she was at Procter & Gamble in Spain, Switzerland, Mexico and Peru in a variety of senior finance positions including 12 years of direct Latin American |
| management. Ms Henriquez de Luna is independent director at Melia Hotels International. |
|
|---|---|
| Ms. Henriquez de Luna´s experience of operating in international markets in both commercial and finance roles in a highly regulated industry make her well suited to support the Board and the Audit Committee where she is a member. |
|
| MARIA JOSÉ ESTERUELAS AGUIRRE |
Ms. Esteruelas holds a degree in Industrial Electrical Engineering from ICAI (Madrid). She has a Master's degree in Operations from the Instituto de Empresa (Madrid) and a General Management Executive Programme from the IESE (Madrid). |
| Ms. Esteruelas currently serves as Director of Energy at Ferrovial Construccion, company she joined February 2021. Most of her career has been at Abengoa which she joined in 1997, performing a variety of senior positions , as member of the Executive Committee and General Directr for America, in charge of all the subsidiaries in the continent. Previously, she was Director of the Energy division, LATAM director and Concession and Operations directors. |
|
| From July 2014 to December 2017 she was member of the Atlantica Yield Board of Directors appointed by Abengoa. |
|
| Ms. Esteruelas´ experience in various positions in international markets, particularly in the energy sector, make her well suited to support the Board and the Appointments and Compensation Committee, where she is a member. |
|
| ESSIMARI KAIRISTO |
Ms. Essimari Kairisto has a diploma in Business Administration from the University of Fachhochschule Bielefeld (Germany). |
| Ms. Kairisto was the Chief Financial Officer and a Board Director for Hochtief Solutions AG until 2016 after which she has taken on independent consulting roles. These include since 2015, Supervisory Board Member of Freudenberg, the privately owned German technology company and since 2018, Non-Executive Director and member of the Audit and Risk Committee of Fortum Oyj, the clean energy generation and distribution company that is listed on the Helsinki stock exchange. Additionally, Ms Kairisto is a member of the Supervisory Board of TenneT, the Dutch state owned leading European electricity transmission system operator (TSO) with its main activities in the Netherlands and Germany. |
|
| Prior to her move to Hochtief Solutions in 2013, Ms Kairisto had several high profile roles in finance and general management including at Sasol, RWE and Schlumberger. |
|
| Ms Kairisto was appointed considering her high level experience in a variety of roles in European companies, including listed and in the energy sector, in addition to her strong financial knowledge which lends support to the Audit Committee, of which she is currently a member. |
| Number of independent directors | 7 |
|---|---|
| Percentage of the Board | 70 |
State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
In this case, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name of the director | Description of the relationship |
Statement of the Board |
|---|---|---|
| N/A | N/A | N/A |
Identify the other external directors and state the reasons why these directors are considered neither proprietary nor independent, and detail their ties with the company or its management or shareholders:
| Name of director |
Reason | Company, director or |
Profile |
|---|---|---|---|
| shareholder | |||
| to whom |
|||
| the | |||
| director is |
|||
| related | |||
| ERNESTO GERARDO MATA LÓPEZ |
Mr. Mata was initially appointed as director on 29/11/2007 holding the position in the board for more than 12 years. |
APPLUS SERVICES, S.A. |
Mr. Mata López holds a Degree in Economics and MA from the University of Geneva and an MBA from IESE (Barcelona). He was a member of the board, deputy to the President, and CFO at Unión Fenosa, S.A. (now Gas Natural SDG, S.A.), President at Unión Fenosa Soluziona, S.A., member of the board of directors at Compañía Española de Petróleos, S.A. and Abertis Infraestructuras, S.A., where he was the Chairman of the Audit Committee. He was the President of the advisory board at Knight Frank, member of the board of Aguas Anginas and senior advisor in Marlin Patterson Global Advisers LLC. |
| Total number of other external directors | 1 |
|---|---|
| Percentage of the Board | 10 |
Remarks In accordance to article 529 duodecies 4 i) of the Royal Legislative Decree 1/2010, of July 2nd, which approves the which approves the consolidated text of the Capital Companies Law - on directors' categories, Mr. Ernesto Mata López ceased to be qualified as independent director given that he has been a director of the Company for more than 12 consecutive years
State any changes in status that has occurred during the period for each director:
| Name of director | Date of change | Previous Status | Current status |
|---|---|---|---|
| ERNESTO MATA LÓPEZ | 29/11/2020 | INDEPENDENT | EXTERNAL |
| Number of female directors | % of directors for each category |
|---|---|
| ---------------------------- | ---------------------------------- |
| Year t | Year t‐1 | Year t‐2 | Year t‐3 | Year t | Year t‐1 | Year t‐2 | Year t‐3 | |
|---|---|---|---|---|---|---|---|---|
| Executive | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Proprietary | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Independent | 3 | 3 | 1 | 1 | 42.86 | 37.5 | 11.1 | 11.1 |
| Other external |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 3 | 3 | 1 | 1 | 30 | 30 | 10 | 10 |
C.1.5 State whether the company has diversity policies in relation to the Board of Directors of the company on such questions as age, gender, disability and training and professional experience. Small and medium‐sized enterprises, in accordance with the definition set out in the Accounts Audit Act, will have to report at least the policy they have implemented in relation to gender diversity.
Yes x No Partial policies
Should this be the case, describe these diversity policies, their objectives, the measures and way in which they have been applied and their results over the year. Also, state the specific measures adopted by the Board of Directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors.
In the event that the company does not apply a diversity policy, explain the reasons why.
Description of policies, objectives, measures and how they have been implemented, including results achieved
The Board of directors has recently amended its Regulations including more detail on diversity matters to consider in selection processes, and currently, article 14.3 establishes that: "The Board of Directors shall ensure that the appointment procedures of its members favour diversity with respect to aspect such as age, gender, disability or training and professional experience and have no implied bias that might entail any discrimination and, in particular, that they facilitate the selection of female Directors in a number allowing to reach a balanced presence of women and men".
Likewise, it has modified its Directors Selection Policy (available at www.applus.com) in accordance with the new guidelines of the Good Governance Code of June 2020.
Currently, the policy establishes as follows: "The objective of this Policy is to explain the principles that will govern the selection of candidates to the position of directors of the Company. The selection procedures shall be aimed at achieving an adequate balance on the Board of Directors as a whole and, in particular, at promoting the goal of having at least 40% of total board places occupied by women directors by the end of 2022 year and thereafter. The Applus+ Board of Directors shall ensure in any case that the selection procedures favours diversity in gender, age disabilities, experience, professional education or experience and that they do not suffer from implicit bias that might imply any discrimination and, in particular, that might make it more difficult for the selection of female candidates, promoting an increase of women's presence on the Board in view of best corporate governance practices and in line with the specific analysis of the Company's needs performed by the Board of Directors. In particular, the Board will ensure that the Company adopts measures that encourage the company to have a significant number of female senior managers to contribute to gender diversity overall."
These principles are aligned with the practices that the company has been following in the directors' selection processes.
In year 2019, the Board of Directors included in the policy the express mention to the objective that the less represented gender would at least hold 30% of the positions in the board. In consequence, and on the basis of the needs identified by the Board of Directors, a female director was appointed in 2016 and two on 2019, reaching the objective established a year earlier. In the selection process initiated following the two vacancies arisen in 2018, female directors' profiles were prioritized in order to achieve the representation objective.
In any case, the Appointments and Compensation Committee and the Board of directors promote and guarantee diversity amongst its members in a wider sense (including factors such as gender, age, experience, skills, geography) in order to continue leading the strategy of the Company, and meeting stakeholders' expectations. Finally, also to point out that the current composition of the board and its diversity is a matter positively considered both by board members during annual evaluations (who point out the contribution to the debate and decision making), as well as by institutional investors and proxy advisors within the framework of the meetings about corporate governance that the company holds with them. In respect of the vacancies that might originate in the future, the Company will act with same equality, safeguarding that nothing hinders or prevents to increase the representation of female directors in the Board.
C.1.6 Describe the means, if any, agreed upon by the appointments committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates and which makes it possible to achieve a balance between men and women. Indicate if the measures include to promote a significant number of female top management:
As indicated in the previous section, in its new wording, the Directors' Selection Policy establishes that: "In particular, the Board will ensure that the Company adopts measures that encourage the company to have a significant number of female senior managers to contribute to gender diversity overall.". This new wording reflects the Company's practices and the Company had applied a number of polices applicable to the entire group:
Code of Ethics: it establishes a framework that goes beyond regulatory compliance. It Establishes general principles to guide the integrity and professionalism in the decision making process.
ESG Policy: This policy refers to the framework and development of the Corporate Social Responsibility Policy within the Applus Group. Política
In the event that there are few or no female directors or top management in spite of any measures adopted, please explain the reasons that justify such a situation
The Company develops its business in geographies and technical industries (such as construction, Automotive, Energy, aerospace so, despite the efforts to promote gender diversity in every level of the organization, it is more complicated than in other industries to progress at a quick pace in these issues.
It is the Appointments and Compensation Committee's view that the Applus+ directors' selection policy adopted the practices followed by the company in the subject and is consistent with the good corporate governance, which is a key plank of the ESG policy. Likewise, it considers that the compliance with the selection policy has contributed to de adequate and diverse composition of the Board of directors.
In this sense, the directors' selection processes that took place have contributed to improve the diversity of the Board's composition in a broad sense: gender, skills and experience. The company had the assistance of an external firm for the selection process, following a previous definition by the Board of the skills required.
Likewise, as indicated in C.1.5 above, the company's most recent selection processes resulted in three females joining the board of directors, which represents 30% of the Board of directors and the early compliance with the goal established in the policy at the time.
| Name of shareholder | Reason | |
|---|---|---|
| N/A | N/A |
State whether the Board has failed to meet any formal requests for membership from shareholders whose equity interest is equal to or higher than that of others at whose request proprietary directors have been appointed. If this is the case, please explain why the aforementioned requests were not met:
| Name of shareholder | Explanation |
|---|---|
| N/A | N/A |
Yes No x
C.1.9 State the powers delegated by the Board of Directors, as the case may be, to directors or Board committees:
| Name of director | Brief description |
|---|---|
| N/A | N/A |
| Individual or company name of the director |
Company name of the group member |
Post | Does it have executive functions? |
|---|---|---|---|
| FERNANDO BASABE | APPLUS | Chairman of the | No |
| ARMIJO | TECHNOLOGIES, INC. | Board | |
| FERNANDO BASABE | LIBERTYTOWN USA | Chairman of the | No |
| ARMIJO | FINCO, INC | Board | |
| FERNANDO BASABE | LIBERTYTOWN USA 1, | Chairman of the | No |
| ARMIJO | INC. | Board | |
| FERNANDO BASABE | IDIADA AUTOMOTIVE | Director's | No |
| ARMIJO | TECHNOLOGY, S.A. | representative | |
| FERNANDO BASABE ARMIJO |
LGAI TECHNOLOGICAL Director's CENTER, S.A. representative |
No | |
| FERNANDO BASABE ARMIJO |
APPLUS SERVICIOS Sole director's TECNOLÓGICOS, representative S.L.U. |
Yes | |
| FERNANDO BASABE | INVERSIONES | Chairman's | |
| ARMIJO | FINISTERRE, SL | representative | |
| FERNANDO BASABE | SUPERVISIÓN Y | Sole director's | Yes |
| ARMIJO | CONTROL, S.A.U | representative | |
| FERNANDO BASABE ARMIJO |
RITEVE SYC, S.A | Board's Chairman | Yes |
| FERNANDO BASABE ARMIJO |
INVERSONES Y CERTIFICACIONES INTEGRALES, S.A |
Board's Chairman | Yes |
| FERNANDO BASABE ARMIJO |
INSPECCIONES Y AVALUOS, SYC, S.A |
Board's Chairman | Yes |
| FERNANDO BASABE | APPLUS ITEUVE | Sole director's | Yes |
| ARMIJO | GALICIA, S.L.U. | representative |
| DON FERNANDO BASABE ARMIJO |
CRPPLUS SERVICES, SOCIEDAD ANÓNIMA |
Presidente de la Junta Directiva |
Yes |
|---|---|---|---|
| JOAN AMIGÓ CASAS | LIBERTYTOWN USA FINCO, INC |
Director | Yes |
| JOAN AMIGÓ CASAS | LIBERTYTOWN USA 1, INC. |
Director | Yes |
| JOAN AMIGÓ CASAS | RINGAL INVEST, S.L.U | Sole director's representative |
Yes |
| JOAN AMIGÓ CASAS | INVERSIONES FINISTERRE, S.L. |
Director's representative |
No |
| JOAN AMIGÓ CASAS | LGAI TECHNOLOGICAL CENTER, S.A. |
Director's representative |
No |
| JOAN AMIGÓ CASAS | IDIADA AUTOMOTIVE TECHNOLOGY, S.A. |
Director's representative |
No |
C.1.11 List any legal‐person directors of your company who are members of the Board of Directors of other companies listed on official securities markets other than group companies, and have communicated that status to the Company:.
| Name of director | Name of listed Company | Position |
|---|---|---|
| CHRISTOPHER COLE | WSP GLOBAL, INC | NON EXECUTIVE CHAIRMAN |
| CHRISTOPHER COLE | TRACSIS, PLC | NON EXECUTIVE CHAIRMAN |
| JOHN DANIEL HOFMEISTER |
IONEER LTD | INDEPENDENT DIRECTOR |
| ESSIMARI KAIRISTO | FORTUM OYJ | INDEPENDENT DIRECTOR |
| MARIA CRISTINA HENRIQUEZ DE LUNA |
HOTELS MELIA INTERNATIONAL |
INDEPENDENT DIRECTOR |
| Notes | |||
|---|---|---|---|
| The Chairman of the board has been reducing his positions in other companies, | |||
| in line with best Corporate governance practices, as well we specific | |||
| expectations of institutional investors and proxy advisors. |
C.1.12 State whether the company has established rules on the number of boards on which its directors may hold seats, providing details if applicable, identifying, where appropriate, where this is regulated:
Explanation of the rules and identification of the document where this is regulated N/A
C.1.13 State total remuneration received by the Board of Directors:
| Board remuneration in financial year (thousand euros) | 2,286 |
|---|---|
| Amount of vested pension interests for current members (thousand euros) |
205 |
| Amount of vested pension interests for former members (thousand euros) |
0 |
The fix compensation of the executive directors includes a part in RSUs (Restricted Stock Units).The variable compensation of the executive directors includes a portion in cash, and the remainder in RSUs exchangeable in shares in a period of three years from the day of grant in an amount of 30% for the first two years and 40% the third one. Further detail is available at the company's annual accounts.
The plans in force at the end of the exercise for the RSUs granted in 2018, 2019 and 2020 can be consulted in the Annual Report on Directors Remuneration.
Long Term Incentive: in accordance with the remunerations policy in force, the executive directors will receive annually PSU (Performance Stock Units) convertible in shares of the Company in the term of three years since the date of grant. Details on current PSUs plans can be consulted in the Directors' Remuneration Policy.
Without prejudice of the remuneration determined for the board of directors in accordance with the Directors' Remuneration Policy approved by the AGM on 30 May 2019, the board unanimously approved in an extraordinary session the decrease of their salaries in 30% during a period of time due to the uncertainty generated by the COVID-19. Said decision was published as other relevant information on 8 April 2020.
| Name | Position | |
|---|---|---|
| PEREZ FERNANDEZ, JOSE DELFIN | Human Resources, Marketing & Communications | |
| LOPEZ SERRANO, JAVIER | Corporate Development | |
| ARGILES MALONDA, EVA | Legal | |
| FARRAN PORTE, JOSEP MARIA | Idiada Division | |
| RETES AGUADO, AITOR | Automotive Division | |
| BRUFAU REDONDO, JORDI | Laboratories Division | |
| FERNANDEZ ARMAS, RAMON | Energy & Industry Division | |
| SAN JUAN SARDE, PABLO | Energy & Industry División (Latin America) | |
| MAYOR BALVIS, JULIAN | Energy & Industry Division (Mediterranean) | |
| DAVES, BRIAN | Energy & Industry Division (Middle East & Africa) | |
| CARR, JOHN | División Energy & Industry (Oil & Gas, USA) | |
| HEALTH, DONALD | Energy & Industry Division (Aerospace, North America) | |
| GRANT, JAMES | Energy & Industry Division (Canada) | |
| WATERS, CAMERON | Energy & Industry Division (Asia Pacífic) | |
| DIRK VAN DER PUT | Energy & Industry Division (Northern Europe) | |
| DIAZ ORPINELL, ANNA | Compliance | |
| SANFELIU RIBOT, M.TERESA | Internal Quality, H&S and Innovation (HSQE) | |
| SWIFT, ASTON GEORGE WILLIAM | Investor Relations | |
| RIBAS AGUILERA, ALEIX | Internal Audit |
| Number of women in senior management | 3 |
|---|---|
| % of total of senior management members | 15.79 |
| Total senior management remuneration (thousand euros) | 5,394 |
|---|---|
| Remarks | |
| It is considered senior management for these purposes the members of the management who are part of Group Management, i.e., the Executive Committee that includes the Regional Directors of the Energy & Industry division of the Group. For the purposes of the information regarding compensation, it also includes the internal auditor, in line with the definition contained in the current accounting rules and in particular with the Report of the Special Work Group on Good Governance of Public Companies, published by CNMV on 16 May 2006. |
|
| The fix compensation of some managers includes a part in RSUs (Restricted Stock Units), convertibles in shares in the third anniversary of the date of grant as detailed in the annual accounts of the company. |
|
| The variable compensation of the management include a portion in cash, and the remainder in RSUs convertibles in shares in a period of three years as of the date of grant, 30% the first two years and 40% the third, as detailed in the annual accounts of the company. |
|
| Pluri-annual compensation and Long Term Incentive in PSUs: in accordance with the remunerations policy in force, some members of the management of the group receive annually PSUs (Performance Stock Units), convertibles in shares of the company in a period of three years from the day of grant. |
the Executive Committee.
| Yes | x | No | x |
|---|---|---|---|
| Description of amendment | |||
| ESG Committee and board of directors, in their meetings on July 2020, reviewed the new version of the Good Governance Code issued by CNMV in June 2020. As a consequence of the review, the board agreed to review the Director's regulations to adjust it. The new draft was submitted to the October 2020 board meeting and finally approved in its December 2020 meeting. The review included improvement or clarification of certain references. |
|||
| Therefore, changes came from three different reasons:(i) review to adjust to the new good governance code; (ii) improve writing of certain clauses and (iii) deletion of references to |
Selection: Appointments and Compensation Committee is responsible for (i) evaluating the skills, expertise and experience necessary in the Board of Directors to define, consequently, the functions and abilities needed in candidates who are to fill each vacancy, and to evaluate the time and dedication necessary to perform their duties; and of (ii) to safeguard that, when filling new vacancies, the selection procedure does not suffer from implicit biases that might hinder the selection of female Directors; and so that the company deliberately searches for, and includes amongst potential candidates, women who meet the professional profile sought (article 39.3 vi and x del of the Regulations of the Board of Directors).
Appointment: The members of the Board of Directors shall be appointed by the General Shareholders' Meeting, notwithstanding the possibility of co-opting members as established in the Spanish Companies Act (article 23 of the company By-laws,). It is not necessary to be a shareholder to be elected member of the Board, except in the case of co-option. Individual or legal entities covered by any of the prohibitions established by current legislation for reasons of incapacity or incompatibility shall be disqualified from Board membership.
Proposals for the appointment of Directors submitted by the Board of Directors to the consideration of the General Shareholders' Meeting and appointment decisions adopted by the Board of Directors pursuant to its interim appointment authority shall be made subject to the prior report by the Appointments and Compensation Committee (in the case of executive and proprietary Directors), and subject to a proposal from the Appointments and Compensation Committee, in the case of independent Directors (articles 14 and 39.3 of the Regulations of the Board of Directors).
In all the directors' selection processes, CNR has relied on recognized external recruitment firm, being all candidates always selected on the bases of the candidates presented by it.
Term of office (article 23.3 of the company By-laws and 15 of the Board of Directors Regulations). Tenure of office shall be four (4) years as from the date of acceptance, being able to be re-elected one or more times for periods of equal duration.
Re-appointment (article 16 of the Regulations of the Board of Directors). Before the reappointment of Directors is proposed to the General Shareholders' Meeting, the Appointments and Compensation Committee shall issue a report evaluating the work and dedication of the Directors proposed during the previous term in office.
Self-evaluation (article 36 of the Regulations of the Board of Directors): "The Board of Directors shall dedicate the first meeting of the year to an assessment of its operation during the previous financial year, evaluating the quality of its work, assessing the effectiveness of its regulations, and if appropriate, correcting those aspects that were found not to be functional. Furthermore, the Board of Directors shall assess the performance of its duties through the Chairman of the Board of Directors and the senior executive of the company, based on the report issued by the Appointments and Compensation Committee, as well as the operation of the Board of Directors Committees, based on their reports". The evaluation process is currently based in a questionnaire addressed to each of the directors as well as in telephone interviews or specific face to face meetings with the Chairman of the Board. The results of the same are reported to the Board in the first session of the next exercise. The Board of Directors has decided to continue with the internal self-evaluation, but every year it considers the possibility to be assisted by an external in the future, not done yet considering the recent changes in the composition as well the good existing dynamics. In any case, with the aim of continuously improving, the Chairman of the Board requested the Legal Management of the Group the review of the questionnaire in view of current standards and therefore, the Board has updated and extended the scope of the questionnaire (including, for example, more queries in respect of ESG and non-financial issues), as well as its format (using an online questionnaire through the board portal). In the 2020 exercise, questions have been added about management during the COVID-19 crisis.
Removal (article 17 of the Regulations of the Board of Directors). Directors shall be removed from their post once the term for which they were appointed has lapsed or when so is decided by the General Shareholders' Meeting pursuant to the powers conferred upon them by law and in the by-laws, with no need for said decision to be included in the agenda of the General Shareholders' Meeting. The Board of Directors shall not propose the removal of any independent Director before the end of the statutory term for which they have been appointed, except where the Board of Directors considers that sufficient grounds for such action exist, based on a report by the Appointments and Remuneration Committee. In particular, sufficient grounds will be deemed to exist when the Director has failed to fulfil the duties of its position or is affected by one or more of the circumstances that would have prevented its appointment as an independent Director, in accordance with applicable legal provisions
The 2019 year evaluation did not drive to significant changes in the Board's organization nor procedures, save for a greater focus on certain risk & opportunities areas (such as cybersecurity and ESG). The evaluation endorsed a cohesive, supportive and well‐functioning Board. The 2020 year evaluation reflected an excellent response to the Covid‐19 crisis, whilst commenting on the need for a refreshment of the evaluation process and the Board will analyze and decide how to achieve it
Describe the evaluation process and the areas evaluated by the Board of Directors with the help, if any, of external advisors, regarding the function and composition of the board and its committees and any other area or aspect that has been evaluated.
The evaluation process was coordinated by the Chairman of the Board and consisted of a questionnaire for each Director, sent early January 2021 and individual interviews with each director during February 2021. The process is based on a tailor‐made online questionnaire, through the Board portal. The questionnaire was updated in 2019 and this year included Covid management items. After the compilation of the results, a document with main conclusions of the process, as well as some notes and suggestions for improvement was sent to all directors by the Chairman. This was an agenda item at the first Board and Appointments and Compensation's meetings of the year, in February 2021, and the improvement measures shall continue to be discussed in future meetings as appropriate.
In general, the conclusions of the evaluation process were positive in terms of schedule and effectiveness and particularly in terms of quality of information –in format and time‐, decision making –debate and consensus‐, dedication of Board members and its Committees as well as overall functioning. In particular, from this evaluation the appreciation of the higher diversity of the Board (in wide sense: experience, geographical, age, gender), as well as the variety of perspectives that this diversity provides to analysis and debates was noted. Likewise, their accessibility, and in particular chairman and CEO's, has been evaluated, as well as the good dynamics achieved by all of them.
As a result of the evaluation performed, the Board concluded it will continue to maximize its knowledge on the company's business, hold meetings which include business visits, strengthen the regular review of risk and opportunities related with technology, cybersecurity and digitalization, as well as in ESG and climate change, in particular. Additionally, the Board will consider a refreshment of the evaluation process itself including the possibility for a third party involvement.
| N/A | |
|---|---|
| ----- | -- |
| According to article 17.3 of the Regulations of the Board of Directors, "Directors must tender their resignation to the Board of Directors and, where considered appropriate by the Board, formalize the appropriate resignation in the following circumstances: |
|
|---|---|
| (a) When they cease in the positions, posts, or functions related with their appointment as executive Directors; |
|
| (b) In the case of proprietary Directors, when the shareholder whose interests they represent transfers all of their shares, or that they do it in the corresponding number in case said shareholder reduces its holding in the Company; |
|
| (c) When they are affected by any of the incompatibility or prohibition provisions legally established; |
|
| (d) If they are severely reprimanded by the Board of Directors on the basis of a report by the Appointments and Remuneration Committee as a result of having breached their duties as Directors; or |
|
| (e) When their continuance on the Board of Directors may jeopardize the interests of the company". |
|
Article 17.4 establishes that "when a Director is removed from its office before the end of the term of office following its resignation or through resolution of the general meeting, the Director shall explain sufficiently the reasons for doing so, or in the case of non-executive Director, his/her opinion of the reasons for the general meeting resolution, in a letter addressed to all the members of the Board of Directors. This should all be reported in the Annual Corporate Governance Report, and if it is relevant for investors, the Company should publish an announcement of the departure as rapidly as possible, with sufficient reference to the reasons or circumstances provided by the Director."
C.1.20 Are qualified majorities other than those established by law required for any specific decision?
Yes No x
If so, please describe any differences.
| Description of differences | |
|---|---|
| N/A |
C.1.21 Explain whether there are any specific requirements, other than those relating to directors, to be appointed as chairman of the Board of Directors.
| Yes No x |
|---|
| Description of requirements |
| N/A |
C.1.22 State whether the Articles of Association or the Board Rules establish any limit as to the age of directors:
| Yes No x |
|---|
| ---------------- |
| Age limit | |
|---|---|
| Chairman | N/A |
| CEO | N/A |
| Directors | N/A |
| Notes |
|---|
| During the latest selection processes managed by the company, the diversity in terms |
| of age (in addition to gender and others) was a relevant aspect considered, having |
| the average age of the board of directors reduced. |
C.1.23 State whether the Articles of Association or the Board Rules establish any term limits for independent directors other than those required by law:
| Yes No x |
|
|---|---|
| Additional requirements and/or maximum number of term | N/A |
| limits |
C.1.24 State whether the Articles of Association or Board Rules establish specific proxy rules for votes at Board meetings, how they are to be delegated and, in particular, the maximum number of delegations that a director may have, as well as if any limit regarding the category of director to whom votes may be delegated and whether a director is required to delegate to a director of the same category. If so, please briefly describe the rules.
Article 27.2 of the company By-laws provides that Directors shall personally attend the meetings. In case they cannot attend, the Director may only be represented at meetings of the Board of Directors by another director. Nonexecutive Directors can only be represented by other non-executive Directors. In any case, representation shall be granted by a letter addressed to the Chairman or by other means detailed in the Regulations for the Board of Directors.
Article 18 of the Regulations of the Board of Directors provides the obligations that Directors must fulfil when in office. Specifically, article 18.2 (a) establishes that Directors shall attend meetings of bodies of which they are part and actively participate in deliberations, so that they can effectively contribute to the decision-making process. Furthermore, said article also provides that if any Director cannot be present at sessions to which they have been called to attend, they must instruct the director who they have appointed as representative.
According to article 35.7 of the Board of Directors Regulations, the Chairman shall decide, in the event of any doubt, on the validity of the delegations conferred by Directors who are not present at the meeting. Said representations shall only be granted by letter or any other written method which, in the Chairman's opinion, ensures that the representation is valid.
C.1.25 State the number of meetings held by the Board of Directors during the year, and if applicable, the number of times the Board met without the chairman present. Meetings where the chairman sent specific proxy instructions are to be counted as attended.
| Number of Board meetings | 11 |
|---|---|
| Number of Board meetings without the chairman | 0 |
| Remarks |
|---|
| Due to the mobility limitations of 2020, there as only one meeting with physical presence. The remaining 11 meetings were via videconference. Additionally, a board meeting was held in writing. |
State the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:
| Number of meetings | N/A |
|---|---|
Please specify the number of meetings held by each committee of the Board during the year:
| Number of meetings held by the Audit Committee | 4 | |
|---|---|---|
| Number of Meetings held by the Appointments and | ||
| Remuneration Committee | 4 | |
| Number of meetings held by the Corporate Social Responsibility | ||
| Committee | 4 |
C.1.26
State the number of meetings held by the Board of Directors during the year in which all of its directors were present. For the purposes of this section, proxies given with specific instructions should be considered as attendance
| Number of meetings when all directors attended | 11 |
|---|---|
| % of attendance over total votes during the year | 100 |
| Number of meetings in situ or representations made with | 11 |
| specific instructions of all directors | |
| % of votes issued at in situ meetings or with representations | 100 |
| made with specific instructions out of all votes cast during the | |
| year |
| Observaciones |
|---|
| As mentioned in section C.1.25, due to mobility limitations during 2020, |
| there was only meeting with physical presence, where all directors were |
| present, and the remainder 10 meetings were held via videoconference, |
| where all directors were present. Additionally, all directors issued their votes |
| in the session held in writing. |
C.1.27 State if the individual and consolidated financial statements submitted to the Board for preparation were previously certified:
Identify, if applicable, the person/s who certified the individual and consolidated financial statements of the company for preparation by the Board:
| Name | Position |
|---|---|
| N/A | N/A |
C.1.28 Explain any measures established by the Board of Directors so that the annual accounts that the board submits to the General Shareholders' Meeting are prepared in accordance with applicable accounting regulations.
Article 10.1 of the Regulations of the Board of Directors establishes that: "The Board of Directors shall prepare the annual accounts and the management report (both individual and consolidated) so that they provide a true and fair view of the equity, financial position, and results of the Company, as provided for in the Spanish Companies Act, subject to the prior report of the Audit Committee".
In accordance with article 38 of the Regulations of the Board of Directors, the Audit Committee is in charge of, amongst others, monitoring and evaluating the preparation and the integrity of the mandatory financial information, reviewing compliance with regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of accounting principles.
Likewise, the Policy for the communication of economic-financial, nonfinancial and corporate information and communication and contact with shareholders, institutional investors and proxy advisors establishes that "The management and supervision of the information communicated at the highest level to shareholders, institutional investors and the markets in general belongs to the Board of Directors, protecting and enabling the exercise of their rights and interests within the protection of the corporate interest and in accordance with the applicable laws and the good governance. In line with applicable rules and with the Regulations of the Board of Directors, the approval of the information that, being a listed company, Applus+ must publish occasionally or periodically, and any information made available to
the markets, sits within the Board of Directors. The Board has approved a procedure for the publication of information on the CNMV's page in development of the Company's Internal Regulation of Conduct in the securities markets."
C.1.29 Is the secretary of the Board also a director?
| Yes | No | x |
|---|---|---|
If the secretary is not a director, please complete the following table:
| Name of the secretary | Representative |
|---|---|
| VICENTE CONDE VIIÑUELAS | N/A |
C.1.30 State, if any, the concrete measures established by the entity to ensure the independence of its external auditors, financial analysts, investment banks, and rating agencies, including how legal provisions have been implemented in practice.
Article 38.7(c) (iii) of the Regulations of the Board of Directors provides that the Audit Committee, will "monitor the independence of the external auditor, to which end, the company shall: – Notify any change of auditor to the CNMV as a relevant fact, accompanied by a statement of any disagreements arising with the outgoing auditor and, should this be the case, their content. – Ensure that the company and the auditor comply with current regulations on the provision of non-audit services, the limits on the auditor's business concentration, the regulations referring to the requirement to rotate the auditor issuing the audit report, and in general, any other provisions established in order to ensure the independence of the auditors. - The Audit Committee shall issue a report annually, in which it shall express its opinion on the auditors' independence. This report shall refer in any case to the provision of additional services provided by the auditors to the company or to any entity associated with the company, whether directly or indirectly. - To this end, the Audit Committee shall receive the auditors' written confirmation of their independence in respect of the company, and any of its associated entities, whether directly or indirectly, as well as any information on additional services of any kind that they have provided to the company or any of its associated entities, whether directly or indirectly. – In the event that the external auditor withdraws, the circumstances motivating this withdrawal shall be examined." It is important to point out that since the Company went public (May 2014), the partner responsible for the audit firm has changed in 2 occasions, as well as part of the supporting team. Likewise, the Audit Committee ensures the minimization of the other fees that the audit firm might receive. Likewise, the Company issues before every AGM the report on the auditors' independency.
| If | there | were | any | Yes | No | x | disagreements with the | |
|---|---|---|---|---|---|---|---|---|
| outgoing auditor, please provide an explanation: |
| Yes | No x |
|
|---|---|---|
| Explanation of disagreements | ||
| N/A |
C.1.32 State whether the audit firm provides any non‐audit services to the company and/or its Group and, if so, the fees paid and the corresponding percentage of total fees invoiced to the company and/or Group:
| Company | Group Companies |
Total | |
|---|---|---|---|
| Amount invoiced for non‐audit services (thousand euros) |
0 | 147 | 147 |
| Amount invoiced for non‐audit services/Amount for audit work (in %) |
0 | 7.06 | 7.06 |
C.1.33 State whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, please explain the reasons given by the chairman of the audit committee to explain the content and extent of the aforementioned qualified opinion or reservations.
C.1.34 State the number of consecutive years the current audit firm has been auditing the financial statements of the company and/or group. Furthermore, state the number of years audited by the current audit firm as a percentage of the total number of years that N/A
the financial statements have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of consecutive years | 14 | 14 |
| Individual | Consolidated |
C.1.35 State whether there is a procedure whereby directors have the information necessary to prepare the meetings of the governing bodies with sufficient time and provide details if applicable:
| Yes | x | No | |
|---|---|---|---|
| Explanation of procedure |
|---|
Article 30.3 of the Regulations of the Board of Directors provides that "As the Chairman of the Board of Directors is responsible for the effective operation and functioning of the Board of Directors, it shall be required to ensure that the Directors are provided with sufficient information beforehand; (…)". In practice, this means that the information required for a particular session is available at least at the moment of its call and, sometimes, according with the complexity of the matter, with enough anticipation. Likewise, the Board of Directors has set up an intranet so, amongst others, the information is available by electronic means and confidentiality is safeguarded, as well to enhance the previous accessibility of the information.
In addition, article 23 of the Regulations of the Board of Directors provides that each director is entitled to ask for additional information, and the article regulates these requests.
C.1.36 Indicate whether the company has established rules obliging directors to inform the Board of any circumstances, whether or not related to their actions in the company itself, that might harm the company's standing and reputation, tendering their resignation where appropriate. If so, provide details:
Explain the rules
Article 17.3 of the Regulations of the Board of Directors provides that "Directors must tend their resignation to the Board of Directors and, where considered appropriate by the Board, formalize the appropriate resignation in the following circumstances:
(c) When they are affected by any of the incompatibility or prohibitions provisions legally established;
(d) If they are severely reprimanded by the Board of Directors on the basis of a report by the Appointments and Remuneration Committee as a result of having breached their duties as Directors; or
(e) When their continued presence on the Board of Directors may jeopardize the interests of the Company.
In accorandce with Article 17.4: "When a Director is removed from its office before the end of the term of office following its resignation or through resolution of the general meeting, the Director shall explain sufficiently the reasons for doing so, or in the case of non-executive Director, his/her opinion of the reasons for the general meeting resolution, in a letter addressed to all the members of the Board of Directors. This should all be reported in the Annual Corporate Governance Report, and if it is relevant for investors, the Company should publish an announcement of the departure as rapidly as possible, with sufficient reference to the reasons or circumstances provided by the Director."
C.1.37 Indicate whether, apart from such special circumstances as may have arisen and been duly minuted, the Board of Directors has been notified or has otherwise become aware of any situation affecting a director, whether or not related to his or her actions in the company itself, that might harm the company's standing and reputation:
| Yes | No | x | |
|---|---|---|---|
| ----- | ---- | --- | -- |
Indicate whether the Board of Directors has examined the case. If so, explain whether, given the specific circumstances, it has adopted any measure, such as opening an internal enquiry, requesting the director's resignation or proposing his or her dismissal.
N/A
Indicate also whether the Board decision was backed up by a report from the Appointments and Compensation Committee.
C.1.38 Detail any material agreements entered into by the company that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects.
The financing agreements "Multicurrency Facilities Agreement" and "Note Purchase Agreement" signed by the company on 7 June 2018 and 4 July 2018 include early maturity clauses in the event of a change in control, in standard terms for contracts of this kind. Likewise, there are other agreements entered into by subsidiaries of the company which might contain change of control clauses, such as concession or similar contracts.
C.1.39 Identify individually for director, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing indemnity or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.
| terminate their employment with the group (whatever form and cause), except in case of resignation ("dimisión") and (iii) some directors, in case of transfer of their work location outside the region where they currently render their services. |
|---|
| In addition to these 9 managers, there are others in the company, who do not report directly to the CEO and have severance payment arrangements ("blindaje"). |
Indicate whether, beyond the cases established by legislation, these agreements have to be communicated and/or authorised by the governing bodies of the company or its group. If so, specify the procedures, the cases concerned and the nature of the bodies responsible for their approval or communication:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorizing the severance | YES | NO |
| clauses |
| Yes | No | |
|---|---|---|
| x | ||
| Are these clauses notified to the General Shareholders' Meeting? |
C.2.1 Provide details of all committees of the Board of Directors, their membership, and the proportion of executive, proprietary, independent and other external directors that comprise them:
| Name | Post | Category |
|---|---|---|
| NICOLAS VILLÉN | PRESIDENT | INDEPENDENT |
| ERNESTO GERARDO MATA LÓPEZ | MEMBER | EXTERNAL |
| MARIA CRISTINA HENRÍQUEZ DE LUNA | MEMBER | INDEPENDENT |
| ESSIMARI KAIRISTO | MEMBER | INDEPENDENT |
| % of proprietary directors | 0 |
|---|---|
| % of independent directors | 75 |
| % of external directors | 25 |
Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.
The members of the Audit Committee are appointed by the Board of Directors. The Audit Committee consists of three to five members of the Board of Directors, based on their knowledge and experience in accounting, auditing and risk management matters.
Audit Committee's functions are listed in article 38 of the Regulations of the Board of Directors and mainly consist of:
a) To report the General Shareholders Meeting on the issues raised in relation to those matters within the competence of the Audit Committee, and in particular on the outcome of the audit.
b) In relation to the information and internal control systems:
(i) To monitor the effectiveness of the internal control of the Company, the internal audit, and the risk management systems, as well as to discuss with the external auditor any significant weaknesses in the internal control system detected during the course of the audit, all of which without breaching their independence..
(ii) To monitor and to evaluate the preparation and the integrity of the mandatory financial information, reviewing compliance with regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of accounting principles.
(iii) To monitor the independence and efficacy of the internal audit function; propose the selection, appointment, re-appointment and removal of the head of the internal audit; propose the department's budget; to approve the priorities and annual work plan of the internal audit unit; receive regular information on its activities; and verify that the senior management are acting on the findings and recommendations of their reports.
(iv) To analyse financial and accounting irregularities with potentially serious implications that may have been reported.
(v) To monitor and to evaluate the control and management systems of the financial and non-financial risks the Company and the Applus+ Group are exposed to.
(vi) To monitor in general that the policies and systems related to internal control are applied effectively.
c) In respect of the external auditor:
(i) To make recommendations to the Board of Directors for the selection, appointment, re-appointment and removal of the external auditor and the conditions of its engagement.
(ii) To gather regularly information from the external auditor on the audit programme, its implementation and the results of its implementation, as well as verify that the senior management are acting on its recommendations.
(iii) To monitor the independence of the external auditor
(iv) To establish the appropriate relationships with the external auditor to receive information on any issues that could be a threat to their independence.
d) In relation with other duties, it corresponds to the Audit Committee:
(i) To report during the AGM on the matters raised therein by shareholders which fall under its scope of responsibility.
(ii) To monitor the process of preparing the annual accounts and management reports, individual and consolidated, for their formulation by the Board.
(iii) To report to the Board of Directors, for its formulation, on the correctness and reliability of the annual statements and management reports, individual and consolidated, and the periodic financial information disseminated to the markets.
(iv) To monitor compliance with internal codes of conduct and, in particular, with these Regulations under the terms provided herein.
(ix) To report to the Board of Directors, prior to its adoption of the corresponding decisions, on the following subjects:
The financial information that the Company must periodically make public.
The creation or acquisition of holdings in special purpose entities or those established in countries or territories which are considered tax havens, as well as any other transactions or operations of an analogous nature.
The preparation of a report on all those transactions that have the condition of Related-Party Transactions.
The main actions of the Audit Committee during 2020 were:
Monitoring and supervision of the actions performed in connection with the risk map management, as well as understanding and analysing the development of the main risks;
Monitoring and supervision of the ICFR model;
Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairperson of this committee was appointed.
| Name of directors with experience | NICOLÁS VILLÉN MARIA CRISTINA HENRÍQUEZ DE LUNA ERNESTO GERARDO MATA LÓPEZ ESSIMARI KAIRISTO |
|---|---|
| Date of appointment of the chairperson |
29/05/2020 |
| Remarks |
|---|
| All four members of the Audit Committee (as described in their profiles in section C.1.3 above) are experts in the subject and have been appointed considering their knowledge and experience in accounting and audit. |
| Name | Post | Category |
|---|---|---|
| JOHN DANIEL HOFMEISTER | PRESIDENT | INDEPENDENT |
| RICHARD CAMPBELL NELSON | MEMBER | INDEPENDENT |
| MARIA JOSÉ ESTERUELAS AGUIRRE | MEMBER | INDEPENDENT |
| % of proprietary directors | 0 |
|---|---|
| % of independent directors | 100 |
| % of external directors | 0 |
Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.
The Appointments and Compensation Committee consists of at least three and a maximum of five Directors, appointed by the Board of Directors for a period not exceeding their term as Directors and without prejudice to being re-elected, insofar as they are also Directors. The Board of Directors designate the members of the Committee, based on the knowledge, skills and experience of the Directors and the tasks entrusted to the Committee.
Appointments and Compensation Committee's functions are:
External Director.
Main 2020 actions of the Appointments and Compensation Committee were:
Follow-up of the succession planning of the Chief Executive Officer and the Senior Managers reporting to him, the launch of strategic HR initiatives, performance evaluation, risk indictors, talent development initiatives, and the performance evaluation and the personal development plan of the Senior Managers.
Assistance in preparing and attending meetings held with investors and proxy advisors in matters of its competence.
ESG COMMITTEE
| Name | Post | Category |
|---|---|---|
| CHRISTOPHER COLE | PRESIDENT | INDEPENDENT |
| RICHARD CAMPBELL NELSON | MEMBER | INDEPENDENT |
| FERNANDO BASABE ARMIJO | MEMBER | EXECUTIVE |
| % of executive directors | 33.33 |
|---|---|
| % of proprietary directors | 0 |
| % of independent directors | 66.67 |
| % of external directors | 0 |
| Observaciones |
|---|
The majority of directors in ESG Committee are independents, including its Chairman, but the Company considers it is adequate to include an Executive Director amongst its members to promote implementation of Corporate Social Responsibility Policy within the group. In all meetings regarding corporate governance, this has always been well considered by shareholders and proxy advisors.
Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.
The ESG Committee comprises a minimum of three and a maximum of five Directors appointed by the Board of Directors, for a period not exceeding that of their term as Directors and without prejudice to their ability to be re-appointed insofar as they were re-appointed as Directors. The Board of Directors will appoint the members of the ESG Committee based on the expertise, skills and experience of the Directors and its commitments.
ESG Committee's functions are:
Likewise, to define the necessary organization and coordination for the implementation of such initiatives and strategies for the Company's policy in terms of ESG including, if necessary, the possibility to appoint ad-hoc committees to monitor specific areas.
To assess, review and monitor the development and implementation of initiatives and plans of the Company in implementing the Company's policy in terms of ESG, by monitoring their compliance with the indicators defined.
During 2020, the ESG Committee worked on three main areas:
communication of economic-financial, non-financial and corporate information and communication and contact with shareholders, institutional investors and proxy advisors and new Committee's regulations.
| Number of female directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| Audit committee | 2 | 50 | 1 | 33.33 | 1 | 33.33 | 0 | 0.00 |
| Appointments and remuneration committee |
1 | 33.33 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 |
| ESG Committee | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 |
C.2.3 State, where applicable, the existence of any regulations governing Board committees, where these regulations may be found, and any amendments made to them during the year. Also, state whether any annual reports on the activities of each committee have been voluntarily prepared.
The Rules for Board Committees are included in the Regulations of the Board of Directors, which establish their competences, composition, procedures, etc; these are available for consultation both on the CNMV website and the www.applus.com corporate website, and may be directly accessed through the following link: http://www.applus.com/es/InvestorRelations/Corporate-governance
The three committees issue an annual report on their activities, which is submitted to the Board in the first yearly meeting.
Likewise, during 2020, the Board of Directors approved a regulation for each of the three committees, all of them available at https://www.applus.com/global/en/investor-relations/corporate-governance.
Further to article 7.2 h) of the Regulations of the Board of Directors and article 529 ter of the Spanish Companies Act, transactions carried out by the company or companies of the Applus Group with its directors, significant shareholders, and shareholders represented on the Board of Directors of the company or any Applus group company, or with persons associated with them, must be approved by the Board of Directors on the basis of a prior report by the Audit Committee.
D.2. Describe any transactions which are significant, either because of the amount involved or subject matter, entered into between the company or entities within its group and the company's significant shareholders:.
| Name significant shareholder |
of | Name of company within the group |
Nature of the relationship |
Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A |
D.3. Describe any transactions that are significant, either because of their amount or subject matter, entered into between the company or entities within its group and directors or managers of the company:
| Name of director or |
Name of the related party |
Relationship | Type of transaction |
Amount (thousand |
|---|---|---|---|---|
| manager | euros) | |||
| N/A | N/A | N/A | N/A | N/A |
D.4. Report any material transactions carried out by the company with other entities belonging to the same group, provided that these are not eliminated in the preparation of the consolidated financial statements and do not form part of the company's ordinary business activities in terms of their purpose and conditions.
In any event, note any intragroup transaction conducted with entities established in countries or territories which are considered tax havens:
| Name of entity within the group |
Brief description of the transaction |
Amount (thousand euros) |
|---|---|---|
| N/A | N/A | N/A |
D.5. State the amount of any transactions conducted with other related parties that have not been reported in the previous sections.
| Name of entity within the group |
Brief description of the transaction |
Amount (thousand euros) |
|---|---|---|
| N/A | N/A | N/A |
D.6. Describe the mechanisms in place to detect, determine and resolve potential conflicts of interest between the company and/or its group and its directors, senior management or significant shareholders.
Article 19 of the Regulations of the Board of Directors specifically regulates conflicts of interest:
"The Directors shall perform their duties with the loyalty of a faithful representative, acting in good faith and in the best interest of the Company. In particular, the duty of loyalty obliges the Director:
| independence with regard to the instructions and links to third | ||
|---|---|---|
| e) | parties. | To adopt the necessary measures to avoid finding themselves in situations in which their interests, on their own account or that of a third party, may conflict with the corporate interest and their duties |
| f) | to the Company. | In particular, the duty to avoid the conflicts of interest referred to in |
| (i) | the previous paragraph obliges the Director to refrain from: Carrying out transactions with the Company, except |
|
| in the event of ordinary transactions, carried out under standard conditions for the clients and non material, defined as those transactions whose information is not necessary to present a fair view of the Company's equity, the financial situation and the results of the entity. |
||
| (ii) | Using the name of the Company or using their status as Director to unduly influence private operations being conducted. |
|
| (iii) | Making use of the corporate assets, including the confidential information of the Company, for private purposes. |
|
| (iv) | Taking advantage of the business opportunities of the Company. |
|
| (v) | Obtaining advantages or remuneration from third parties other than the Company and the Applus+ Group associated to the performance of their duties, except in the case of the corporate hospitality. |
|
| (vi) | Carrying out activities on their own account or on behalf of a third party which entail effective competition, whether actual or potential, with the Company or that, otherwise, would create a permanent conflict of interests with regard to the |
|
| g) | interests of the Company. The foregoing provisions shall also apply in the event that the beneficiary of the acts or activities prohibited is a person related to |
|
| h) | a Director. | In any case, the Directors shall inform the other Directors and the Board of Directors of any conflict, direct or indirect, that they or persons related to them may have with the interests of the |
| i) | Company. | The conflict of interest of the Directors shall be disclosed in the Notes of the financial statements" |
| Likewise, article 7.2 (h) of the Regulations of the Board of Directors establishes that the following is a matter reserved for the Board of Directors: "the approval, subject to a prior report from the Audit Committee, of the transactions carried out by the Company or companies of the Applus+ Group with its Directors, shareholders, whether on their own or together with others, considered as significant, including the shareholders represented on the Board of Directors of the Company or of other companies that are part of the Applus+ Group, or with persons related thereto". This shall not apply for transactions which fulfil the following conditions: (a) they are carried out under the terms of contracts whose conditions are standardized and applied to a large number of clients; (b) they are implemented at prices or rates generally set by the person supplying the good or service in question; and (c) the value of these transactions does not exceed 1% of the annual turnover of the Company. |
||
| Finally, section 4.11 of the Code of Ethics and the Global Conflict of Interests Policy regulate the situations of conflict of interest of Applus+ employees, as well as the mechanisms to follow in case of conflict. |
D.7. Indicate whether the company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and whether it has, directly or through any of its subsidiaries, business relationships with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them
Indicate whether the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries have been defined publicly and precisely:
| Report the respective areas of activity and any business relationships between the listed |
|---|
| company or its subsidiaries and the parent company or its subsidiaries, and identify where |
| these aspects have been publicly reported |
Yes No
Identify the mechanisms in place to resolve potential conflicts of interest between the parent of the listed company and the other group companies:
Mechanisms for resolving possible conflicts of interest
The Board of Directors is ultimately responsible for the existence and maintenance of an internal control and risk management system that is adequate and effective, tax risks included, and with regards to the definition of the risk appetite. This supervision function has been entrusted to the Audit Committee.
The Group has developed a policy and a procedure of Risk Management, and both have been approved by the Board of Directors.
As a result of the implementation of said procedure the Group's Risk Map is reviewed and updated on a yearly basis.
The risk management model implemented by the Group consists of the following three stages:
Stage 1: identification and assessment of risks based on the impact and the likelihood of occurrence.
Stage 2: monitoring of risks based on Key Risks Indicators (KRI), determination of the tolerance levels and definition of action plans when considered necessary.
Stage 3: periodical reporting to the Audit Committee and the Board of Directors about the risks evolution through their KRIs.
It is the senior management who proposes the Risk Map to the Audit Committee. The Risk Map details all risks identified and assessed, including strategic, operational, financial, tax, legal, compliance and also risks to sustainability including those related to climate change.
This risk map has incorporated those factors deemed critical, considering all of the Group's lines of activity, geographical areas where it operates and its business divisions, as well as any risk factors deemed critical in relation to support functions (such as finances, human resources, legal and tax).
In addition, the company has a criminal risk map and a Criminal Risk Management and Crime Prevention Handbook in accordance with article 31 bis of the Criminal Code and other applicable laws. Under ESG Committee instigation, it has reviewed and strengthened the existing Corporate Compliance Program, by designing and implementing in the group the new Applus+ Criminal Risk Management and Crime Prevention System (hereinafter, the System), which is described in the referred handbook. The group has implemented the System by deploying the necessary internal control and surveillance measures to ensure compliance with criminal laws and to avoid the occurrence of offenses of which, in accordance with Spanish Criminal Code, any group company might be held responsible or, in case these cannot be avoided, at least to significantly reduce the risk of they taking place. Prevention is one of the main objectives of the System, the other one being to make possible the quick detection and reaction before any potential criminal offense in the group. The Company shall continue to deploy the implementation of the System in line with the annual plan that the ESG Committee approves.
Pursuant to Article 7.2 (vii) of the Regulations of the Board of Directors, the Group's Board of Directors is in charge of all risk control and management policy, tax risks included, and will periodically follow up on any internal reporting and control systems, by optimising the cost/benefit ratio, in order to:
The Audit Committee, pursuant to Article 39.7 (a) (ii), is in charge of periodically reviewing any internal control and risk management systems in order to ensure that any main risks are identified, managed and adequately understood, including discussions with the auditors on any significant weaknesses in the internal control system detected during the audit. To do this, the Committee is backed up by the supervision tasks completed by the Group's Internal Audit Management. Supervision of any risk control systems includes approval of the risk model and periodic supervision, at different intervals depending on their importance.
The Group's Chief Executive Officer is in charge of handling these risks, as well as the heads of each corporate functional area and the Executive Vice President of each business Division, in accordance with their scope of activity, according to acceptable risk levels for the company.
The Internal Audit Management and the Group's Internal Control Responsible are in charge of supervising compliance with risk tolerance, the effectiveness of control systems and following up on the implementation of necessary actions, which are subsequently monitored by the corporate functions affected.
E.3 State the primary risks, including tax compliance risks, and those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant, which may affect the achievement of business objectives.
The Applus+ Group risk map covers any risks that may have a significant impact on its results, to the best of its understanding. The risks contemplated in this map may be classified as follows:
The main risks managed by the Group are:
In financial terms, the Group manages and monitors the main risks that could affect Applus Group's results:
The levels of tolerance are defined through the established value limit set by the KRI associated with each risk.
Tolerance levels are defined according to the following parameters:
For those risks deemed critical, given the impact upon materialisation on the achievement of the Group's objectives, specific tolerance levels are defined, indicating action guidelines, timeframe to achieve, people in charge, follow-up indicators; the frequency and content is also established of any information to be provided to governing bodies for follow-up and decision-making.
The Group's operations and, consequently its financial statements, have been affected by COVID-19 and the global expansion to a large number of countries where Applus+ operates.
The pandemic's impact, as well as other factors affecting the market where the Group operates, caused a drop in demand for services and interruptions to the business due to temporary shut-downs of activity. Consequently, indications of impairment were identified on the non-current assets associated with certain businesses that constitute separate cash-generating units, including goodwill. Therefore, the directors re-estimated the recoverable amount of those assets at the end of the first half of 2020. The interim condensed consolidated statement of profit or loss includes the recognition of the impairment that arose as a result of that analysis.
In this sense, with more information about the evolution of the pandemic's impact, the Group has repeated at year-end the impairment tests for all cash generating units in relation to goodwill and intangible assets, concluding that in 2020 there was no need to record additional impairments, apart from the abovementioned.
Apart from the impacts detailed above, the Group has been able to successfully manage the challenges associated to the side-effects of this exceptional situation. The systems have allowed continuing operations remotely through telecommuting, and the increasing cybersecurity threats have been solved without any remarkable incidents. Likewise, the Group has put all available means to protect employees' health, mitigating the spread of the virus in the working environment.
In relation to tax issues, in 2020 several tax inspections have been carried out in different geographical areas where the Group operates without significant sanctions. With regards to the open inspections, no material impacts are foreseen that are higher than the risk appetite established in the Group's Risk Map.
Finally, the Group has not been involved in any new litigation that could have a relevant impact on its results, and currently open litigation actions have not led to events which could modify previous fiscal year's accounting accruals. The Directors do not expect any material liabilities to arise as a result of a potential inspection.
risks, of the company, as well as the procedures followed by the company in order to ensure that the board of directors responds to any new challenges that arise.
The Applus Group has an updated risk map contemplating any material risks which could affect the achievement of its strategic objectives.
To do this, the Group has implemented measures to mitigate these risks, in order to reduce the likelihood of occurrence and its potential impact. The management of the risk map is a responsibility carried out periodically by the group's top management, as part of theirs responsibilities. From the aforementioned ongoing management, action plans are detected to be implemented, defining who is responsible for, and execution deadlines are set, with the purpose of starting up the necessary measures to reduce the impact of such risks, should they materialise.
These measures are generally executed by the Group's Management; the Audit Committee and, ultimately, the Board of Directors are the two bodies in charge of approving and supervising the measures carried out.
In tax compliance risks which entail a high technical difficulty related to regulations interpretation, the Group resorts to external advisors in order to obtain a third party opinion on any potential risks if a certain transaction is carried out, mitigating them before they appear. Additionally, the Group will use any instruments available in tax laws (prior evaluation agreements, binding consultations, etc.), in those cases where i) this is deemed appropriate in order to reduce any disagreement derived from application of the tax rule, and ii) this is reasonable based on the instruments available, the issue in question and foreseeable timeframes.
Furthermore, the Group has taken out insurance policies to cover any damage that may be caused to third parties as a result of negligence when providing its services, including its subsidiaries, in those sectors where it operates.
The Group has internal control and risk management systems and tools that allow for constant monitoring and tracking of any action plans and incidents identified in the reporting and review of financial information.
Describe the mechanisms comprising the System of Internal Control over Financial Reporting (ICFR) of your company.
F.1 Control environment
Report on at least the following, describing their principal features:
F.1.1. The bodies and/or departments that are responsible for (i) the existence and maintenance of an adequate and effective ICFR; (ii) their implementation; and (iii) their supervision.
Applus+ Group's Internal Control over Financial Reporting (hereinafter, "ICFR") is part of its general internal control system and makes up a group of processes carried out by the Board of Directors, the Audit Committee, the Management and the Group's staff, in order to ensure reasonable safety regarding the reliability of any financial information disclosed to the markets.
The Board of Directors of the Applus+ Group is the Group's senior decision-making body, entrusting all regular management to the executive bodies and management team and, consequently, concentrating on its supervision function. The Board of Directors is ultimately responsible for the existence and maintenance of an adequate and effective ICFR, and has delegated this task to the Audit Committee. ICFR supervision is implemented through activities of this kind, carried out by the Internal Audit function.
The Group's internal control model for financial reporting has three distinct areas of control: (i) self-evaluation of the persons in charge of all processes and critical controls, (ii) review of the financial evaluation process by the Financial Managements in each Division and by the Corporate Financial Management in the consolidation process, and (iii) evaluation of the efficiency and efficacy of controls and risk identification by the Internal Audit Management.
The Group's Corporate Financial Management, through the Risk & Internal Control Department, carries out the following tasks in relation to the ICFR:
During 2020 as in previous years an Internal Control Model over Financial Reporting has been implemented, in order to guarantee its reliability.
The Board of Directors of Applus+, through its Chief Executive Officer, entrusts the Corporate Financial Management with designing and reviewing the organisational structure involved in financial reporting. The Management outlines the structure and how responsibilities are distributed, as well as their design procedure, review, update and dissemination; this procedure is documented in flowcharts (organisational structure) and the process model and associated regulations, as part of the Applus+ Group's policy catalogue.
Furthermore, lines of authority and responsibility have been defined in all relevant processes by formalising the Model for Delegation of Authority and Responsibility, which includes any critical decisions of the Group that may eventually affect financial reporting.
As regards the financial reporting preparation process, instructions are issued by the Corporate Financial Management establishing specific guidelines and responsibilities for each closing of the accounts (procedures explaining the main tasks, both in the corporation and in each subsidiary company), to include the IFRS Internal Manual.
• Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of transactions and the preparation of financial information are specifically mentioned), body in charge of reviewing breaches and of proposing corrective actions and penalties.
The Applus+ Group has a Code of Ethics and Anti-Corruption Policy in place, approved by the Board of Directors, which specifically refer to the registration of transactions and financial reporting, as well as compliance with the law and the Group's accounting policies, amongst others. Likewise, there are specific internal policies for the accounting and finance functions. Furthermore, all employees have been specifically trained and are obliged to explicitly accept both rules each year.
The main values and principles gathered in the Code of Ethics are integrity, transparency, responsibility, impartiality and independence. Furthermore, the Code of Ethics includes a commitment to strictly fulfil the obligation to provide reliable financial information, prepared under applicable regulations, and the responsibility of the company's employees and executives to ensure that this is so, both by adequately carrying out their tasks and by informing the governance bodies of any circumstance that could affect this commitment.
The body in charge of analysing any potential non-compliance, proposing corrective action, is the Corporate Social Responsibility (CSR) Committee of the Applus+ Group, along with the Group's Compliance Management and in particular, it corresponds to the Audit Committee, in accordance with article 39.7 b) iv of the Regulations of the Board of Directors to "To analyse financial and accounting irregularities –with potentially serious implications– that may have been reported by employees through the mechanism provided in section 41.6.viii".
• Whistleblower channel, that allows notifications to the audit committee of irregularities of a financial and accounting nature, in addition to potential breaches of the code of conduct and unlawful activities undertaken in the organization, reporting, as the case may be, if this is of a confidential nature.
The CSR is responsible (article 41.6 viii of the Regulations of the Board of Directors) to "establish and to monitor a mechanism whereby employees can report, confidentially, and if necessary, anonymously, any irregularities they detect in the Company with potentially serious implications" which is central in the Applus+ Compliance system. The Applus+ Group has put in place, and encourages the use of, an internal whistleblowing channel allowing the reporting of potential infringements of the Code of Ethics and other irregular activities.
All communications are confidential and compliance with data protection laws is also ensured. There is a unique whistleblowing channel for the entire Group and is available on the corporate website.
• Training and periodic refresher programs for staff involved in the preparation and revision of financial information, as well as assessment of the ICFR (Internal Control System for Financial Information), that covers at least accounting rules, audits, internal control and risk management.
As regards the training and periodic refreshment courses in matters that may affect the reporting and publication of financial information, Applus+ believes that development and continuous training of its employees and executives is essential. Furthermore, it is the Group's plan to arrange specific training sessions on issues related to the ICFR for the staff involved in drawing up the Group's financial statements. To do this, constant communications with external auditors and other independent third professionals will guarantee this continuous training, amongst other issues.
Any training needs detected and provided at corporate level are extended to all other financial managers in the Group's subsidiaries, through face-to-face training or through online training held each year; training will be a key point of the agenda, including individualised sessions if deemed appropriate.
Additionally, there has been specific training provided on the relevant policies to ensure the knowledge of their content by all responsible employees who are part of the financial information preparation and review.
Report on at least the following:
The Applus+ Group has an Internal Control over the Financial Reporting (ICFR) Policy in place that establishes the basic principles and general action framework to manage the internal control over the financial information reported, which contains:
In 2019 the ICFR model was expanded to companies which, both comply with the materiality level and also to those companies which do not, to include the implementation of the criminal risk management and crime prevention for those areas with crimes applicable globally and not only in Spain.
• Whether the process covers all of the objectives of financial information, (existence and occurrence; completeness; valuation; delivery; breakdown and comparability; and rights and obligations), whether it is updated and with what frequency.
The methodology used to manage risks is COSO (Committee of
Sponsoring Organizations for the Treadway Commission). The criteria used to identify the most relevant processes include quantitative criteria (materiality) and qualitative criteria (business risk, visibility to third parties and reputational risks). Any risks identified are prioritised by professional opinion based on a series of variables (process level of automation, whether the process is known and/or it is necessary to use judgments and estimates). In addition, risks of fraud are implicitly identified insofar as they may generate material errors in financial information.
As a result of applying its Internal Control over the Financial Reporting (ICFR) Policy, the Group has developed risk matrixes and controls for its relevant business processes, specifically for each subsidiary of significant relevance in the consolidated Group. Each risk identified in the process to draw up consolidated financial statements is associated to the processes and different financial lines deemed significant (either by contribution to the consolidated financial statements or due to other more qualitative factors) and to the Group's companies under the ICFR scope.
Each risk identified in those frameworks has assigned all objectives and assertions of the financial information: existence and occurrence; completeness; assessment; presentation, breakdown and comparability, and rights and obligations). Once the applicable ICFR scope in the Applus+ Group is defined, based on identified risk frameworks, control activities have been designed to cover such risks.
Any risks identified as relevant are reviewed at least once a year, during the certification and evaluation process conducted by the managers on the effectiveness of the company's internal control. The object of this review is to update any risks to changing circumstances where the Group operates, particularly if there are changes in the organisation, IT systems, regulations, products or the market scenario.
The model scope is defined in the Internal Control over the Financial Reporting (ICFR) policy, based on the materiality level of revenues and fixed assets applied in each legal entity. Currently the model is developed for subsidiary companies which in aggregate represent more than 80% of the Group Sales.
• The existence of a process for identifying the scope of consolidation, taking into account, among other factors, the possible existence of complex company structures, shell companies, or special purpose entities.
As regards the process of identifying the scope of consolidation, the Group considers that the financial closing and consolidation process is one of the relevant processes that may affect financial reporting. This is why Applus+ has considered all the risks inherent to said processes, ensuring adequate configuration and execution, as well as an accurate identification of the scope of consolidation. As part of this process, the Consolidation Department, which reports to the Corporate Financial Management, periodically reviews any changes in the Group's structure along with the Legal Department.
The process to identify any risk of error in financial reporting is completed and documented by the Risk & Internal Control Management. Internal Audit Management reviews the process, as part of the supervisory role ultimately carried out by the Audit Committee.
.
Report on whether the company has at least the following, describing their main characteristics:
F.3.1. Review and authorization procedures for financial information published by the stock markets and a description of the ICFR, indicating those responsible, as well as documentation describing the flow of activity and controls (including those relating to the risk of fraud) of the various types of transactions which may materially affect the financial statements, including financial closing procedures and the specific review of judgements, estimates, valuations and relevant forecasts.
The Corporate Consolidation Management, which reports to the Corporate Financial Management, is in charge of executing procedures to review and authorise financial information and the ICFR description for disclosure to the stock exchange. Furthermore, the task of reporting financial data on a monthly, quarterly, six-monthly and annual basis begins with a view and certification by the financial manager of each subsidiary. Tax information is drawn up by the Tax Management, which reports to the Corporate Financial Management.
Any ICFR documentation, evidence of its execution and supervision, as well as significant events and action plans, are managed through the Group's internal control and risk management system (Applus GRC). This tool provides the following advantages in ICFR terms:
As regards activities and controls directly related to transactions that may have a material effect on financial statements, Applus+ has implemented a control description to mitigate the risk of any material error in information reported to the markets. Furthermore, in each subsidiary, the following information is available for each control activity belonging to significant
Each financial closing process carried out in the subsidiaries is treated as a single process; the same applies to all financial closing activities carried out at corporate level with the consolidation process and the preparation of annual accounts.
As regards any relevant judgements and estimates, Applus+ indicates in its individual and consolidated annual accounts which areas of uncertainty are estimated that could have a relevant impact on the financial information. These mainly refer to:
A specific review of any relevant judgements, estimates, valuations, provisions and forecasts, as well as key calculation hypotheses, with a material impact on consolidated financial statements, is carried out through a continuous supervision by the Group's Corporate Financial Management.
F.3.2. Internal IT control policies and procedures (access security, change controls, their operation, operational continuity, and segregation of duties, among others) which support relevant processes within the company and relate to the creation and publication of financial information.
Some of the controls implemented to mitigate or manage risks of error in financial reporting are related to the most relevant computer applications, such as controls on authorised user access or the integrity of information transferred amongst applications and an adequate management of the Company's digital certificate for the filing of tax statements.
The Applus+ Group uses SAP-BPC as a common data system to adequately register and control its operations; consequently, its adequate operation is essential and of particular interest to the Group. The reporting tool is the same for all legal entities of the Group without exceptions.
There are two control levels in the process to identify the risk of material errors in financial reporting:
conducted on the main application, in order to generate SAP-BPC financial information and guarantee that the consolidation process is adequately completed.
For those systems and applications identified (used at corporate level to draw up consolidated financial information), the Corporate Systems Management has established a series of policies aimed at ensuring their adequate operation. In particular, there are documented policies on the following:
In terms of operative continuity, the Group has improved its already high level of availability in its central data systems, hosted in a main datacentre in Madrid, with a Disaster Recovery or DR solution. This DR is hosted in the Microsoft cloud (Azure Cloud) and is connected to the central database through a dedicated high speed cable. In the unlikely event of force majeure (fire, flood, earthquake, etc.) leaving the main datacentre inoperative, in a matter of hours the DR could restore the most critical business applications.
Additionally, a series of supplementary key controls are carried out by consolidation team members to strengthen the reliability of data systems used in financial reporting.
The Group has an improvement and monitoring plan in its data systems as regards the segregation of duties; it also incorporates into the Audit Plan the supervision of said internal control systems related to the segregation of functions in financial information systems.
Each year, the Applus+ Group checks which activities executed by third parties are relevant for the financial reporting process.
Over 2020, some Applus+ Group companies have continued to outsource certain activities related to economic, staff and back office management. As a result, certain control and risk management devices have been established with each supplier to guarantee the integrity and accuracy of any financial information reported, such as:
Furthermore, in the rest of the Group, outsourced activities are very circumstantial or highly centralised in very specific processes or sub processes, such as the issue of payrolls. These facts are considered a risk in the ICFR model of these companies, for which there is an efficient and effective associated control.
Additionally, when the Applus+ Group considers it necessary to get independent experts involved, upon recruiting these services, it demands in their selection criteria the absence of any doubt on their competence, qualifications, reputation and impartiality.
F.4 Information and communication
State whether the company has at least the following, describing their main characteristics:
F.4.1. A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining a free flow of information to those responsible for operations in the organization, as well as an up‐to‐date accounting policy manual distributed to the business units through which the company operates.
The Corporate Financial Management, through the Risk & Internal Control area, is in charge of defining, updating and disseminating the accounting policies of the Applus+ Group for reporting consolidated financial data under IFRS-EU regulations (consequently including the information to be reported by each subsidiary). The Applus+ Group has an accounting policy manual (IFRS Internal Manual) for the issue of financial statements under IFRS-EU, which is drawn up by the Corporate Financial Management, is periodically updated (at least once a year) and is published on the Intranet of the Corporate Financial Management, which all staff may access, involved in the drafting and review of financial information.
The functions of the Corporate Financial Management, through the Consolidation Department, include replying to any accounting consultations that may be raised by the various business units or other corporate managements of the Applus+ Group. Furthermore, at meetings held by corporate, division and subsidiary financial managers, training is arranged on the interpretation and application of any new issues.
Additionally, the Group's external auditor, both in relation to consolidated statements and the most representative subsidiaries in consolidated terms, demands that the financial data reported by these subsidiaries follow the principles enshrined in the Group's Accounting Manual, i.e. IFRS-EU, both in the annual audit and the limited six-monthly audit.
The Applus+ Group has various integrated platforms, both for the accounting registrations of transactions and for financial reporting. The issue of regulated financial data, as well as individual financial statements, is centralised in the Finance Management, in order to guarantee homogeneity. In addition, the integrity and reliability of these data systems is validated through the general controls indicated in section F.3.2.
Each month, reporting are received from each company through the SAP-BPC reporting and consolidation tool, gathering all the necessary information to prepare the Group's consolidated financial data (abridged intermediate financial statements and consolidated annual accounts). This reporting guarantees data homogeneity with the following characteristics:
Describe at least the following:
F.5.1. The activities of the audit committee in overseeing ICFR as well as whether there is an internal audit function that has among its mandates support of the committee and the task of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible prepares the assessment reports on its results, whether the company has an action plan describing possible corrective measures, and whether its impact on financial reporting is considered.
The Group's Audit Committee has carried out the following activities during the 2020 financial year in relation to ICFR:
The Audit Committee uses the Internal Audit function to supervise adequate operation of the internal control system, including the ICFR, and ensures its impartiality. This function completes independent and periodic reviews on the design and operation of the internal control system, locating any weaknesses and making recommendations for improvement through the issue of various reports, forwarded to the Corporate Financial Management and Audit Committee, as part of the meetings that are periodically held. These reports are submitted to the Audit Committee, along with any action plans adopted by the managers and Corporate Financial Management for mitigation.
Any potential internal control weaknesses identified in reviews conducted by the Internal Audit function are catalogued by criticality as high, medium or low, based on the impact they may have if they materialise. These weaknesses are managed through the Applus+ GRC application, a manager is assigned and a timeframe to carry out an action plan, and their resolution is checked by the Internal Audit function.
As a result of the ICFR evaluation activities carried out by the Internal Audit function in 2020, submitted to the Audit Committee, no material weaknesses have been identified that could have a relevant impact on the financial information of the Applus+ Group in the 2020 financial year; the necessary corrective actions have been established to handle any future weaknesses.
Furthermore, the external auditor, as indicated in section F.7.1, issues an annual report on the procedures agreed regarding the ICFR description made by Applus+, which has not pointed out any issues worthy of mention. F.5.2. If there is a procedure by which the account auditor (in accordance with the contents of the Normas Técnicas de Auditoría (NTA) ‐ "Auditing Standards"), internal auditor and other experts may communicate with senior management and the audit committee or senior managers of the company regarding significant weakness in internal control identified during the review of the annual accounts or any others they have been assigned. Additionally, state whether an action plan is available for correcting or mitigating any weaknesses found.
The procedure to discuss any improvements and relevant internal control weaknesses identified is generally based on periodic meetings held by the Audit Committee with the following parties:
The Applus+ Group, both from the Corporate Finance Department and Audit Committee, represented by the Internal Audit function, encourages total collaboration and coordination with the Group's external auditors. As a result, it has direct contact with the Management, holding periodic meetings both to obtain the necessary information for its work and to report any control weaknesses identified further to its audit.
The action plans related to weaknesses detected in 2020 have been instrumented as recommendations, following the prioritisation circuit, allocation of a manager and supervision described in section F.5.1.
There is no other relevant information worth noting with respect to the Internal Control System for Financial Reporting.
With the aim of reinforcing the Group's Internal Control and in line with the efforts related to the Crime Prevention model implementation, in 2019 a new project to identify fraud using advanced data analysis techniques combined with artificial intelligence was started, which is already implemented in Spain and will be deployed to other relevant geographies in the coming years. This project allows detection of anomalous transactions that may be potentially fraudulent, and reveals improvement opportunities in the processes and controls to prevent them in the future.
This is a continuous improvement opportunity for ICFR, as lessons learned from anomalies detected will be included in the control model.
F.7.1. If the ICFR information submitted to the markets has been subject to review by the external auditor, in which case the entity shall include its report as an attachment. If not, reasons why should be given.
The Applus+ Group has submitted its ICFR information, disclosed to the markets in 2020, to an external audit. Consequently, the scope of the auditing procedures has been completed according to Circular E14/2013, of 19 July, of the Spanish Institute of Chartered Accountants (Instituto de Censores Jurados de Cuentas de España), which publishes the Action Guide and standard auditor's report regarding information related to the internal control system over financial reporting (ICFR) of listed companies in Spain.
Specify the company's degree of compliance with recommendations of the Good Governance Code for listed companies.
In the event that a recommendation is not followed or only partially followed, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information to assess the company´s conduct. General explanations are not acceptable.
1. That the Articles of Association of listed companies do not limit the maximum number of votes that may be cast by one shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of shares on the market.
Complies Complies Partially Explain Not Applicable X
Complies X Complies Partially Explain
4. That the company should define and promote a policy on communication and contact with shareholders and institutional investors, within the framework of their involvement in the company, and with proxy advisors, that complies in all aspects with rules against market abuse and gives equal treatment to similarly situated shareholders.
And that the company should publish this policy on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for implementing it.
And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economic‐financial, non‐financial and corporate information through such channels as it may consider appropriate (communication media, social networks or other channels) that helps to maximise the dissemination and quality of information available to the market, investors and other stakeholders.
Complies X Complies Partially Explain
5. That the Board of Directors should not propose to the General Shareholders' Meeting any proposal for delegation of powers allowing the issuance of shares or convertible securities without pre‐emptive rights in an amount exceeding 20% of equity at the time of delegation.
And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre‐emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.
Complies X Complies Partially Explain
Complies X Complies Partially Explain
7. That the company reports in real time, through its web page, the proceedings of the General Shareholders' Meetings.
And that the company should have mechanisms in place allowing the delegation and casting of votes by means of data transmission and even, in the case of large‐caps and to the extent that it is proportionate, attendance and active participation in the General Meeting to be conducted by such remote means.
Complies X Complies Partially Explain
8. That the audit committee should ensure that the financial statements submitted to the General Shareholders' Meeting are prepared in accordance with accounting regulations. And that in cases in which the auditor has included a qualification or reservation in its audit report, the chairman of the audit committee should clearly explain to the general meeting the opinion of the audit committee on its content and scope, making a summary of this opinion available to shareholders at the time when the meeting is called, alongside the other Board proposals and reports.
Complies x Complies Partially Explain
9. That the company permanently maintains on its web page the requirements and procedures for certification of share ownership, the right of attendance at the General Shareholders' Meetings, and the exercise of the right to vote or to issue a proxy.
And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non‐discriminatory fashion.
Complies X Complies Partially Explain
| Complies | Complies Partially | Explain | Not Applicable X |
|---|---|---|---|
| ---------- | -------------------- | --------- | ------------------ |
11. That, in the event the company intends to pay for attendance at the General Shareholders' Meeting, it establish in advance a general policy of long‐term effect regarding such payments.
| Complies | Complies Partially | Explain | Not Applicable X | |
|---|---|---|---|---|
| -- | ---------- | -------------------- | --------- | ------------------ |
12. That the Board of Directors completes its duties with a unity of purpose and independence, treating all similarly situated shareholders equally and that it is guided by the best interests of the company, which is understood to mean the pursuit of a profitable and sustainable business in the long term, and the promotion of continuity and maximization of the economic value of the business.
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and in the environment.
Complies X Complies Partially Explain
13. That the Board of Directors is of an adequate size to perform its duties effectively and collegially, and that its optimum size is between five and fifteen members.
14. That the Board of Directors should approve a policy aimed at favouring an appropriate composition of the Board and that:
a) Is concrete and verifiable;
That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the nomination committee published upon calling the General Shareholders' Meeting to which the ratification, appointment or re‐election of each director is submitted.
The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate governance report.
Complies X Complies Partially Explain
15. That proprietary and independent directors constitute a substantial majority of the Board of Directors and that the number of executive directors is kept at a minimum, taking into account the complexity of the corporate group and the percentage of equity participation of executive directors.
And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 2022 and thereafter, and no less 30% prior to that date.
Complies X Complies Partially Explain
16. That the percentage of proprietary directors divided by the number of non‐executive directors is no greater than the proportion of the equity interest in the company represented by said proprietary directors and the remaining share capital.
This criterion may be relaxed:
Complies X Explain
17. That the number of independent directors represents at least half of the total number of directors.
Nonetheless, when the company does not have a high level of market capitalization or in the event that it is a high cap company with one shareholder or a group acting in a coordinated fashion who together control more than 30% of the company's equity, the number of independent directors represents at least one third of the total number of directors.
Complies X Explain
Complies X Complies Partially Explain
19. That the Annual Corporate Governance Report, after verification by the appointments committee, explains the reasons for the appointment of proprietary directors at the proposal of the shareholders whose equity interest is less than 3%. It should also explain, where applicable, why formal requests from shareholders for membership on the Board meeting were not honored, when their equity interest is equal to or exceeds that of other shareholders whose proposal for proprietary directors was honored.
| Complies | Complies Partially | Explain | Not Applicable X |
|---|---|---|---|
20. That proprietary directors representing significant shareholders must resign from the Board if the shareholder they represent disposes of its entire equity interest. They should also resign, in a proportional fashion, in the event that said shareholder reduces its percentage interest to a level that requires a decrease in the number of proprietary directors representing this shareholder.
| Complies | Complies Partially | Explain | Not applicable X |
|---|---|---|---|
21. That the Board of Directors may not propose the dismissal of any independent director before the completion of the director's term provided for in the Articles of Association unless the Board of Directors finds just cause and a prior report has been prepared by the appointments committee. Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties attendant to his post as a director, fails to complete the tasks inherent to his or her post, or enters into any of the circumstances which would cause the loss of independent status in accordance with applicable law.
The dismissal of independent directors may also be proposed as a result of a public share offer, joint venture or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.
22. That companies establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from their posts, when circumstances arise which may damage the company's standing and reputation. Specifically, directors must be required to report any criminal acts with which they are charged, as well as the consequent legal proceedings.
And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding measures are implemented.
Complies X Complies Partially Explain
23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be against the company's interests. This particularly applies to independent directors and directors who are unaffected by a potential conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.
Complies X Complies Partially Explanation Not Applicable
24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of his or her term of office, the director should explain the reasons for this decision, or in the case of non‐executive directors, their opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors.
And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the director.
Complies Complies Partially Explain Not Applicable X
25. That the appointments committee ensures that non‐executive directors have sufficient time in order to properly perform their duties.
And that the Board rules establish the maximum number of company Boards on which directors may sit.
Complies Complies Partially X Explain
While the company does not establish specific rules on the number of Board of Directors of which its directors can be part, the Appointments and Compensation Committee ensures that the nonexecutive directors have the appropriate time for the fulfilment of their functions. The result of the evaluation described above in section C.1.17 of this report confirmed the appreciation of the members of the Board on such dedication, and particularly the Chairman who, mindful of this recommendation, has left one of the positions he held.
26. That the Board of Directors meet frequently enough so that it may effectively perform its duties, at least eight times per year, following a schedule of dates and agenda established at the beginning of the year and allowing each director individually to propose items do not originally appear on the agenda.
Complies Complies Partially X Explain
The Board of Directors meet with sufficient frequency to perform their functions efficiently, especially considering the international condition of its members. In particular, during 2020, and due to COVID-19 crisis, it met 11 times.
27. That director absences only occur when absolutely necessary and are quantified in the Annual Corporate Governance Report. And when absences occur, that the director appoints a proxy with instructions.
Complies X Complies Partially Explain
28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the minutes, upon a request from the protesting party..
Complies X Complies Partially Explain Not Applicable
29. That the company establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their duties including, should circumstances warrant, external advice at the company's expense.
Complies X Complies Partially Explain
30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses available to them when circumstances require.
Complies X Explain Not Applicable
31. That the agenda for meetings clearly states those matters about which the Board of Directors are to make a decision or adopt a resolution so that the directors may study or gather all relevant information ahead of time.
When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.
Complies X Complies Partially Explain
Complies X Complies Partially Explain
34. That when there is a coordinating director, the Articles of Association or the Board rules should confer upon him the following competencies in addition to those conferred by law: chairman of the Board of Directors in the absence of the chairman and deputy chairmen, should there be any; reflect the concerns of non‐executive directors; liaise with investors and shareholders in order to understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the company; and coordinate a succession plan for the chairman.
| Complies | Complies Partially | Explain | Not Applicable X |
|---|---|---|---|
35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of Directors take into account the recommendations regarding good governance contained in this Code of Good Governance and which are applicable to the company.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.
Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.
Business relationships between the external adviser or any member of the adviser's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.
The process and the areas evaluated shall be described in the Annual Corporate Governance Report.
Complies Complies Partially x Explain
The company complies with the totality of this recommendation, with the exeption of the assistance by external advisor, which the board has for the time being not introduced, in view of the improvements developed in the evaluation procedure and the results of the same.
37. That if there is an executive committee, the proportion of each different director category must be similar to that of the Board itself, and its secretary must be the secretary of the Board.
| Complies | Complies Partially | Explain | Not Applicable X |
|---|---|---|---|
38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.
| Complies | Complies Partially | Explain | Not Applicable X |
|---|---|---|---|
| ---------- | -------------------- | --------- | ------------------ |
39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, both financial and non‐financial.
40. That under the supervision of the audit committee, there must be a unit in charge of the internal audit function, which ensures that information and internal control systems operate correctly, and which reports to the non‐executive chairman of the Board or of the audit committee.
Complies X Complies Partially Explain
41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.
| Complies X | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
| ------------ | -------------------- | --------- | ---------------- |
financial or accounting nature, that they observe in the company or its group. This mechanism must guarantee confidentiality and in any case provide for cases in which the communications can be made anonymously, respecting the rights of the whistleblower and the person reported.
| Complies X | Complies Partially | Explain |
|---|---|---|
43. That the audit committee may require the presence of any employee or manager of the company, even without the presence of any other member of management.
| Complies X | Complies Partially | Explain |
|---|---|---|
44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an analysis and draft a report beforehand to the Board of Directors regarding economic conditions and accounting implications and, in particular, any exchange ratio involved.
Complies X Complies Partially Explain Not Applicable
| Complies X | Complies Partially | Explain |
|---|---|---|
| ------------ | -------------------- | --------- |
| Complies X | Complies Partially | Explain |
|---|---|---|
| ------------ | -------------------- | --------- |
47. That members of the appointment and remuneration committee ‐‐ or of the appointments committee and the remuneration committee if they are separate – are chosen taking into account the knowledge, ability and experience necessary to perform the duties they are called upon to carry out and that the majority of said members are independent directors.
Complies X Complies Partially Explain
48. That high market capitalization companies have formed separate appointments and remuneration committees.
Complies Explain Not Applicable X
49. That the appointments committee consult with the chairman of the Board of Directors and the chief executive of the company, especially in relation to matters concerning executive directors.
And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.
Complies X Complies Partially Explain
Complies X Complies Partially Explain
51. That the remuneration committee consults with the chairman and the chief executive of the company, especially in matters relating to executive directors and senior management.
Complies X Complies Partially Explain
Complies Complies Partially X Explain
The Audit and Appointments and Compensation Committees are exclusively composed by independent or non-executive directors (currently the Audit Committee includes a director under the category of external). In respect of ESG Committee, while majority of its members are independent Directors, including its Chairman, the Company considered it is convenient to include the CEO in the committee in order to encourage the implementation of the ESG Policy within the group.
53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self‐ organisation, may have decided to create. And that such committee be composed exclusively of non‐ executive directors, with a majority of these being independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.
Complies Complies Partially X Explain
The Board of Directors created the CSR Committee – currently, ESG Committee- in December 2015 with the objective to promote an intense and committed management of those areas, which has been a success. While majority of its members are independent Directors, including its Chairman, the Company considered it is convenient to include an executive Director in the committee in order to encourage the implementation of the ESG Policy within the group, as it has been confirmed in practice. This decision was discussed with main institutional investors and proxy advisors during the annual engagement campaign, being well received each time.
promoting the interests of society and take account, as appropriate, of the legitimate interests of other stakeholders.
| Complies X | Complies Partially | Explain |
|---|---|---|
| ------------ | -------------------- | --------- |
Complies X Complies Partially Explain
56. That directors remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so excessive as to compromise the independent judgment of non‐executive directors.
Complies X Explain
57. That only executive directors receive remuneration linked to corporate results or personal performance, as well as remuneration in the form of shares, options or rights to shares or instruments whose value is indexed to share value, or long‐term savings plans such as pension plans, retirement accounts or any other retirement plan.
Shares may be given to non‐executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged sell in order to meet the costs related to their acquisition.
Complies X Complies Partially Explain
58. That as regards variable remuneration, the policies incorporate limits and administrative safeguards in order to ensure that said remuneration is in line with the work performance of the beneficiaries and are not based solely upon general developments in the markets or in the sector in which the company operates, or other similar circumstances.
And, in particular, that variable remuneration components:
towards creating long‐term value, such as compliance with rules and internal operating procedures and risk management and control policies.
c) Are based upon balancing short‐, medium‐ and long‐term objectives, permitting the reward of continuous achievement over a period of time long enough to judge creation of sustainable value such that the benchmarks used for evaluation are not comprised of one‐ off, seldom occurring or extraordinary events.
| Complies X | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
59. That the payment of variable remuneration components be subject to sufficient verification that previously established performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable component.
That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that would make this advisable.
| Complies X | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
| ------------ | -------------------- | --------- | ---------------- |
60. That remuneration related to company results takes into account any reservations which may appear in the external auditor's report which would diminish said results.
| Complies x | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
61. That a material portion of variable remuneration for executive directors depends upon the delivery of shares or instruments indexed to share value.
| Complies X | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
| ------------ | -------------------- | --------- | ---------------- |
62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed.
An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual remuneration through the ownership of shares, options or other financial instruments.
The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may arise and so require.
| Complies | Complies Partially X | Explain | Not Applicable |
|---|---|---|---|
| ---------- | ---------------------- | --------- | ---------------- |
In the existing systems, the deadline between delivery of the right and the moment of the shares delivery can be between one and three years; said proposals, including the latest LTIP of the executive Directors were approved by the 2019 AGM with 97% of support.
63. That contractual arrangements include a clause which permits the company to seek reimbursement of variable remuneration components in the event that payment does not coincide with performance criteria or when delivery was made based upon data later deemed to be inaccurate.
| Complies X | Complies Partially | Explain | Not Applicable |
|---|---|---|---|
64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or conditions for payment.
For the purposes of this recommendation, payments for contractual termination will be considered to
include any payments the accrual of which or the obligation to pay which arises as a consequence of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long‐term savings schemes and amounts paid by virtue of post‐contractual non‐competition agreements.
Complies Complies Partially X Explain Not Applicable
Regarding CEO, the foregoing is fully complied while in case of the CFO, it is complied with except for what is explained in sections 4.3 (iii) – Termination and (iv) Post contractual non-compete clause of the Directors' Remuneration Policy. Likewise, it is also clarified in respect the CFO, that the level of compliance would vary considering the impact in the remunerations systems linked to share value.
1. If there is any aspect regarding corporate governance in the company or other companies in the group that have not been included in other sections of this report, but which are necessary in order to obtain a more complete and comprehensible picture of the structure and governance practices in the company or group, describe them briefly below.
With respect to the notes on Recommendations 25, 26, 36, 52, 53, 62 y 64 (which the Company complies partially), to point out that ESG Committee, within the framework of its duties, performs an annual analysis on the situation of the Company in the field of good corporate governance, which is afterwards ratified by the Board, which includes consideration of the measures that Company adopts to ensure the compliance with the objectives of the principles on which the recommendations are based.
Likewise, as mentioned in section C.1.3, the Company is proactive in corporate governance matters and dialogue with its stakeholders. It values and dedicates yearly efforts to the engagement campaign with proxy advisors and main shareholders, including the participation of the Chairman of the Appointments and Compensation Committee. The ongoing dialogue proves to be fruitful considering the high quorum at the 2020 AGM (71%, 3 points over 2019). Also, company contacted proxy advisors and institutional investors prior the AGM to explain the new matters include in the agenda and post AGM to discuss on abstain or less supportive votes on certain matters of the agenda, and in particular on the consultation vote on Annual Remunerations Report. The Company has listened and taken note of any discussions on the matter, which will be considered in future analysis.
2. This section may also be used to provide any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not redundant.
Specifically, state whether the company is subject to any corporate governance legislation other than that prevailing in Spain and, if so, include any information required under this legislation that differs from the data requested in this report.
In respect of G.63 and for clarification purposes, the remuneration policy approved by the AGM on 30 May 2019 establishes that "Pursuant to article 27.1 of the Board of Directors' Regulation, remuneration comprising the delivery of shares of the Company or of its group companies, share options or other share-indexed instruments, variable payments indexed to the Company's performance or membership of pension schemes will be confined to executive directors. Deductions should be made to remuneration linked to Company earnings in line with any qualifications stated in the external auditors' report that reduce such earnings". Likewise, it establishes that "If accredited inaccuracies in the data taken into account for the purpose of awarding the PSUs are observed, mechanisms will be implemented so that the Company may claim the refund of the amount corresponding to the relevant PSUs, net of any withholding, taxes or fees, effectively received by each executive director". As per applicable law, this would also be the case to the amounts perceived as annual bonus in cash.
3. The company may also state whether it voluntarily complies with other ethical or best practice codes, whether international, sector‐based, or other. In such a case, name the code in question and the date the company began following it. It should be specifically mentioned that the company adheres to the Code of Good Tax Practices of 20 July, 2010
Applus Services, S.A is adhered to the UN Global Compact and is Advanced Level since 2018, following the 10 principles.
Applus+ participates in the Carbon Disclosure Project (CDP) since 2017, obtaining a B in 2020. Likewise, Applus+ has been recognised with "AA" by agency MSCI ESG Research in 2019
Applus+ adopted the United Nations Sustainable Development goals (SDGs) as a framework to align its corporate social responsibility goals. At least nine of the UN's 17 SDG goals are directly relevant to Applus+ businesses.
Applus+ was included in FTSE4GoodIBEX in 2019.
This Annual Corporate Governance Report was approved by the Board of Directors of the company at the meeting held on 18 February 2020.
State whether any directors voted against or abstained from voting on this report.
Yes No x
| Name of director who has not voted for the approval of this report |
Reasons (against, abstention, non‐ attendance) |
Explain the reasons | |
|---|---|---|---|
| Remarks | |||
This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanish-language version prevails.
The Board of Directors of Applus Services, S.A., in compliance with the current mercantile legislation, have authorised for issue on February 18, 2021 the Financial Statements and Director's Report for 2020, in accordance with the formatting and markup established Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation"). The aforementioned Financial Statements and Director's Report are integrated in the digital file with the 90D16BBF383FA44E016B04E72E39DB04E96388962F1D5AA7C05067F7E88E05AE hash code included in the HTML file with number 213800M9XCA6NR98E873-2020-12- 31.zip_213800M9XCA6NR98E873-2020-12-31-noix.html.
The members of the Board of Directors declare signed, through this Diligence, the aforementioned Financial Statements and Director's Report for 2020. They have been authorised for issue unanimously, awaiting on the auditors' verification and subsequent approval by the Annual General Meeting.
| D. Christopher Cole | D. Ernesto Gerardo Mata López |
|---|---|
| Chairman | Director |
| D. John Daniel Hofmeister | D. Fernando Basabe Armijo |
| Director | Director |
| D. Richard Campbell Nelson | D. Nicolás Villén Jiménez |
| Director | Director |
| Dª. María Cristina Henríquez de Luna Basagoiti | Dª. María José Esteruelas |
| Director | Director |
| Dª. Essimari Kairisto | D. Joan Amigó i Casas |
| Director | Director |
Madrid, February 18, 2021
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