Annual / Quarterly Financial Statement • Feb 27, 2023
Annual / Quarterly Financial Statement
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Independent auditor's report of the annual accounts for the year-ended December 31, 2022
This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation
To the shareholders of Árima Real Estate SOCIMI, S.A.
We have audited the annual accounts of Árima Real Estate SOCIMI, S.A. (the Company), which comprise the balance sheet as at 31 December 2022, and the income statement, statement of changes in equity, cash flow statement and related notes for the year then ended.
In our opinion, the accompanying annual accounts present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2022, as well as its financial performance and cash flows for the year then ended, in accordance with the applicable financial reporting framework (as identified in note 2.a of the notes to the annual accounts), and in particular, with the accounting principles and criteria included therein.
We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the annual accounts section of our report.
We are independent of the Company in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.
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 judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es
Investment properties make up 71% of the Company's assets. The Company values investment property at acquisition cost less the relevant depreciation and impairment losses, if any, as detailed in notes 3.2 and 6. Total investment properties recognised in non-current assets on the balance sheet amount to €267,832 thousand at 31 December 2022.
At the year end at least, the Company assesses whether there is any indication that any of its investment property may be impaired and specifically if there is any significant decrease in the asset's fair value or value in use. In 2022, it has not been necessary to record any impairment.
In order to consider the fair value of investment property, the Company bases itself on the valuations carried out by independent experts. The valuations are performed in accordance with international standards, the methodology being described in notes 3.3 and 6 to the accompanying annual accounts.
Valuers consider specific variables such as the lease contracts signed and specifically its rents. Similarly, they apply certain key assumptions such as exit yields, estimated market rent and comparable transactions in order to arrive at a final valuation.
The Company recognizes depreciation on investment property on a straight-line basis, based on the estimated useful life included in note 3.2.
The significance of the estimates and judgements involved in these valuations, coupled with a minor difference in percentage terms in the valuation of a property, could result in a material figure, meaning that the valuation of investment property is considered a key audit matter.
For a sample of additions of investment properties registered during the year, we have checked the supporting documentation.
We verified that the useful life taken into account for each asset is appropriate with respect to its nature and we carried out tests on the arithmetic calculation of the depreciation charge for the year.
With respect to potential impairment losses, we obtained the valuation of investment properties carried out by Management's independent expert, on which we performed the following procedures:
The results of the procedures performed allowed us to reasonably obtain the audit objectives for which these procedures were designed.
Other information comprises only the management report for the 2022 financial year, the formulation of which is the responsibility of the Company's directors and does not form an integral part of the annual accounts.
Our audit opinion on the annual accounts does not cover the management report. Our responsibility regarding the management report, in accordance with legislation governing the audit practice, is to:
On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the management report is consistent with that contained in the annual accounts for the 2022 financial year, and its content and presentation are in accordance with applicable regulations.
The directors are responsible for the preparation of the accompanying annual accounts, such that they fairly present the equity, financial position and financial performance of the Company, in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, 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 and control committee is responsible for overseeing the process of preparation and presentation of the annual accounts.
Our objectives are to obtain reasonable assurance about whether the annual accounts 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 legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
Árima Real Estate SOCIMI, S.A.
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with the entity's audit and control 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 and control committee with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the entity's audit and control committee, we determine those matters that were of most significance in the audit of the annual accounts 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.
European single electronic format
We have examined the digital file of the European single electronic format (ESEF) of Árima Real Estate SOCIMI, S.A. for the 2022 financial year that comprises an XHTML file of the annual accounts for the financial year, which will form part of the annual financial report.
Árima Real Estate SOCIMI, S.A.
The directors of Árima Real Estate SOCIMI, S.A. are responsible for presenting the annual financial report for 2022 financial year in accordance with the formatting requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Commission (hereinafter the ESEF Regulation).
Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the annual accounts included in the aforementioned file completely agrees with that of the annual accounts that we have audited, and whether the format of these accounts has been affected, in all material respects, in accordance with the requirements established in the ESEF Regulation.
In our opinion, the digital file examined completely agrees with the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.
Report to the audit and control committee
The opinion expressed in this report is consistent with the content of our additional report to the audit and control committee of the Company dated 23 February 2023.
Appointment period
The General Ordinary Shareholders' Meeting held on 29 June 2021 appointed us as auditors for a period of three years, as from the year ended 31 December 2021.
Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for a period of three years and we have audited the accounts continuously since the year ended 31 December 2018.
Services provided to the audited entity for services other than the audit of the accounts are disclosed in note 23 to the annual accounts.
PricewaterhouseCoopers Auditores, S.L. (S0242)
Original signed by
Rafael Pérez Guerra (20738)
23 February 2023
This version of the annual accounts is a free translation from the original, which is prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the annual accounts takes precedence over this translation.
Annual Accounts and Management Report for the financial year ended on 31 December 2022
Balance sheet. Income statement. Statement of changes of equity. Cash flow statement. Notes to the annual accounts for the financial yearended on 31 December 2022.
Annex I - Information relating to Group Companies as at 31 December 2022.
Management Report for the financial year 2022.
(Thousand euros)
| At 31 | At 31 | ||
|---|---|---|---|
| ASSETS | December | December | |
| Note | 2022 | 2021 | |
| NON- CURRENT ASSETS | |||
| Property, plant and equipment | 5 | 142 | 171 |
| Investments properties | 6 | 267,832 | 248,626 |
| Long-term investments in group companies | 24,125 | 22,562 | |
| Equity instruments | 8 | 17,979 | 17,979 |
| Loans to subsidiaries | 21 | 6,146 | 4,583 |
| Non-current investments | 4,877 | 2,495 | |
| Loans to third parties | 7, 9 | 1,402 | 1,578 |
| Financial hedging derivatives | 14, 16 | 2,517 | - |
| Other non-current financial assets | 7, 9 | 958 | 917 |
| Prepayments for non-current assets | 7, 9 | 808 | - |
| 297,784 | 273,854 | ||
| CURRENT ASSETS | |||
| Trade receivables and other accounts receivable | 5,089 | 4,330 | |
| Trade receivables for sales and services | 7, 9 | 1,642 | 339 |
| Other accounts receivable | 7, 9 | - | 4 |
| Personnel | 7, 9 | - | 1 |
| Other credits held with Public Authorities | 9, 17 | 3,447 | 3,986 |
| Short-term investments in group companies | 89 | - | |
| Loans to subsidiaries | 21 | 89 | - |
| Other current financial assets | 7 | 20,054 | 36 |
| Prepayments for current assets | 7 | 1,314 | 352 |
| Cash and cash equivalents | 10 | 51,401 | 88,676 |
| Cash and banks | 51,401 | 88,676 | |
| 77,947 | 93,394 | ||
| 375,731 | 367,248 |
| At 31 | At 31 | ||
|---|---|---|---|
| EQUITY AND LIABILITIES | Note | December 2022 |
December 2021 |
| EQUITY | |||
| Equity capital | 240,181 | 253,439 | |
| Share capital | 11 a) | 284,294 | 284,294 |
| Share premium | 11 a) | 5,769 | 5,769 |
| Reserves | 12 | (11,261) | (11,261) |
| Negative results from previous years | 12 | (17,202) | (13,672) |
| Profit (loss) for the period | 13 | (4,856) | (3,528) |
| Treasury shares | 11 b) | (17,072) | - |
| Other equity instruments | 20 | 509 | (8,163) |
| Hedging transactions | 12, 16 | 2,517 | (700) |
| Government Grants | 16 | - | |
| 242,714 | 252,739 | ||
| NON CURRENT LIABILITIES | |||
| Bank loans and credits | 14 | 118,886 | 103,977 |
| Financial hedging derivatives | 14, 16 | - | 700 |
| Other non-current financial liabilities | 14 | 1,996 | 1,186 |
| 120,882 | 105,863 | ||
| CURRENT LIABILITIES | |||
| Bank loans and credits | 1,322 | 610 | |
| Other current financial liabilities | 14 | 34 | 66 |
| Trade and other payables | 10,779 | 7,970 | |
| Commercial creditors and other payables | 7, 14 | 9,508 | 6,661 |
| Other current debts | 14, 15 | 960 | 1,200 |
| Other debts with Public Authorities | 17 | 311 | 109 |
| 12,135 | 8,646 | ||
| 375,731 | 367,248 |
| Financial year ended |
Financial year ended |
||
|---|---|---|---|
| on 31 | on 31 | ||
| December | December | ||
| Note | 2022 | 2021 | |
| COTINUED OPERATIONS | |||
| Net turnover figure | 15 a) | 7,812 | 5,945 |
| Rendering of services | 7,812 | 5,945 | |
| Other operating income | 2 | - | |
| Personnel expenses | 15 b) | (5,543) | (4,163) |
| Wages, salaries and personnel costs | (5,260) | (3,941) | |
| Welfare charges | (283) | (222) | |
| Other operating expenses | (3,545) | (3,097) | |
| External services | 15 c) | (2,756) | (2,326) |
| Taxes | (789) | (771) | |
| Impairment and losses of investment properties | 6 | - | 888 |
| Depreciation of property, plant and equipment and investment properties |
5, 6 | (2,357) | (1,952) |
| OPERATING RESULTS | (3,631) | (2,379) | |
| Financial income | 240 | 28 | |
| Financial expenses | 15 | (1,465) | (1,177) |
| FINANCIAL RESULT | (1,225) | (1,149) | |
| PRE-TAX RESULT | (4,856) | (3,528) | |
| Income tax | 17 | - | - |
| PROFIT (LOSS) FOR THE PERIOD | (4,856) | (3,528) |
| Financial year ended on 31 |
Financial year ended on 31 |
||
|---|---|---|---|
| Note | December 2022 | December 2021 | |
| Profit (loss) in the income statement |
13 | (4,856) | (3,528) |
| Total income and expenses attributed directly to equity |
3,233 | 786 | |
| On cash-flow hedges transactions | 13 | 3,217 | 786 |
| Government grants | 16 | - | |
| TOTAL RECOGNISED INCOME AND EXPENSES |
(1,623) | (2,742) |
| Capital (Note 11.a) |
Share Premium (Note 11.a) |
Reserves (Note 12) |
Negative results from previous years (Note 12) |
Accumulated earnings (Note 13) |
Other equity instruments (Note 20) |
Treasury Shares (Note 11.b) |
Hedging Reserve (Note 12 and 16) |
Government grats |
TOTAL | |
|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE AT 1 JANUARY 2021 | 284,294 | 5,769 | (11,245) | (8,448) | (5,224) | - | (5,082) | (1,486) | - | 258,578 |
| Profit /(loss) for the financial year | - | - | - | - | (3,528) | - | - | - | - | (3,528) |
| Other comprehensive results for the financial year | - | - | - | - | - | - | - | 786 | - | 786 |
| Total comprehensive income for the financial year | - | - | - | - | (3,528) | - | - | 786 | - | (2,742) |
| Other movements | - | - | (16) | (5,224) | 5,224 | - | - | - | - | (16) |
| Other results in treasury shares (Note 10) | - | - | - | - | - | - | (3,081) | - | - | (3,081) |
| Total transactions with owners, recognised directly in equity and other movements |
- | - | (16) | (5,224) | 5,224 | - | (3,081) | - | - | (3,097) |
| BALANCE AT 31 DECEMBER 2021 | 284,294 | 5,769 | (11,261) | (13,672) | (3,528) | - | (8,163) | (700) | - | 252,739 |
| BALANCE AT 1 JANUARY 2022 | 284,294 | 5,769 | (11,261) | (13,672) | (3,528) | - | (8,163) | (700) | - | 252,739 |
| Profit /(loss) for the financial year | - | - | - | - | (4,856) | - | - | - | - | (4,856) |
| Other comprehensive results for the financial year | - | - | - | - | - | - | - | 3,217 | 16 | 3,233 |
| Total comprehensive income for the financial year | - | - | - | - | (4,856) | - | - | 3,217 | 16 | (1,623) |
| Other movements | - | - | - | (3,530) | 3,528 | 509 | - | - | - | 507 |
| Other results in treasury shares (Note 10) | - | - | - | - | - | - | (8,909) | - | - | (8,909) |
| Total transactions with owners, recognised directly in equity and other movements |
- | - | - | (3,530) | 3,528 | 509 | (8,909) | - | - | (8,402) |
| BALANCE AT 31 DECEMBER 2022 | 284,294 | 5,769 | (11,261) | (17,202) | (4,856) | 509 | (17,072) | 2,517 | 16 | 242,714 |
| Financial | Financial | ||
|---|---|---|---|
| year ended | year ended | ||
| on 31 | on 31 | ||
| December | December | ||
| Note | 2022 | 2021 | |
| A) CASH FLOW FROM OPERATING ACTIVITIES | |||
| Pre-tax result for the period | (4,856) | (3,528) | |
| Adjustments to profit/loss | 5,095 | 3,413 | |
| Depreciation of property, plant and equipment | 5 | 33 | 32 |
| Depreciation of investment properties | 6 | 2,324 | 1,920 |
| Valuation corrections due to impairment | 6 | - | (888) |
| Financial income | (195) | (28) | |
| Financial expenses | 15 | 1,466 | 1,177 |
| Other adjustments to profit/loss | 1,467 | 1,200 | |
| Changes in working capital | 1,725 | 230 | |
| Debtors and other receivables | 9 | (1,298) | 1,652 |
| Other current assets | 9 | (401) | 491 |
| Other current liabilities | 778 | 192 | |
| Creditors and other payables | 14 | 2,711 | (2,883) |
| Other non-current assets and liabilities | (65) | 778 | |
| Cash flow from operating activities | 1,964 | 115 | |
| B) CASH FLOW FROM INVESTMENT ACTIVITIES | |||
| Payments on investments | (42,409) | (35,472) | |
| Group companies | 8, 21 | - | (10,481) |
| Property, plant and equipment | 5 | (4) | (16) |
| Investment properties | 6 | (22,405) | (24,975) |
| Other financial assets | 7 | (20,000) | |
| Cash flow from investment activities | (42,409) | (35,472) | |
| C) CASH FLOW FROM FINANCING ACTIVITIES | (8,888) | (3,081) | |
| Receivables and payments on equity instruments Acquisition of treasury shares |
11 | (8,906) | (3,081) |
| Receivables and payments on financial liabilities | 12,058 | (1,611) | |
| Financial borrowings | 14 | 15,767 | - |
| Financial repayments | 14 | (376) | |
| Loans to subsidiaries | 21 | (1,563) | |
| Paid interest | (2,010) | (1,611) | |
| Collected interest | 44 | ||
| 196 | |||
| Other debts and credits | |||
| Cash flow from financing activities | 3,170 | (4,692) | |
| NET INCREASE/REDUCTION IN CASH AND CASH EQUIVALENTS | (37,275) | (40,049) | |
| Cash and cash equivalents at beginning of financial year | 88,676 | 128,725 | |
| Cash and cash equivalents at end of financial year | 10 | 51,401 | 88,676 |
Árima Real Estate SOCIMI, S.A. (hereinafter, the "Company") was incorporated in Spain on 13 June 2018 under the Spanish Capital Companies Act, going public on 23 October 2018. Its registered office is located at calle Serrano, 47 4º planta, 28001 Madrid.
Its corporate purpose is described in Article 2 of its articles of association and consists of:
The Company may also engage in other ancillary activities, this being understood to mean activities that generate income accounting for less than 20% of the Company's total income over a single tax period. The Company carries out its activity at calle Serrano, 47 4ª planta, 28001 Madrid.
Any activity that must by law meet special requirements that are not met by the Company are excluded.
The aforementioned business activities may also be fully or partially engaged in indirectly by the Company through the ownership of interests in another company or companies with a similar corporate purpose.
During the year ended December 31, 2022, the corporate name of the Company has not been modified.
a) Regulatory regime
The Company is regulated under the Spanish Capital Companies Act.
In addition, on 27 September 2018 the Company informed the Tax Authorities that it wished to opt for application of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs), and is therefore subject to Act 11 of 26 October, with the amendments introduced by Act 16 of 27 December, under which SOCIMIs are governed. Article 3 of Act 11 of 26 October, sets out certain requirements that must be met by this type of company, namely:
The First Transitional Provision of the SOCIMI Act allows for application of the SOCIMI tax rules under the terms set out in Article 8 of the SOCIMI Act, even when the requirements it contains are not met on the date of incorporation, on the condition that these requirements are met during the two years following the date on which it is decided to opt for application of the said tax rules. In this regard, the Directors of the Company consider that the necessary requirements have alredy met within the established terms and periods, and they have therefore not entered any income or expense in respect of Corporate Income Tax.
The Company has been listed on the Spanish Stock Market since 23 October 2018, with its tax address at calle Serrano, 47 4ª planta, 28001 Madrid.
As indicated in Note 8, the Company is the parent of a Group of companies (hereinafter, the Group). The accompanying annual accounts have been prepared on a non-consolidated basis. On 22 February 2023, the Board of Directors of the Company prepared the consolidated financial statements of Árima Real Estate SOCIMI, S.A. and its subsidiaries at 31 December 2022, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS), and which at that date present consolidated equity and consolidated profit of Euros 330,939 thousand and Euros 10,563 thousand, respectively.
The figures contained in these annual accounts are expressed in thousands of euros, unless otherwise indicated.
The currency presented and with which society functions is the euro.
The annual accounts for the financial year ended on 31 December 2022 were prepared by the Board of Directors on 22 February 2023, in accordance with the regulatory financial reporting framework applicable to the Company, comprising:
The annual acounts for the financial year ended on 31 December 2022, obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and specifically, the accounting principles and standards contained therein and therefore present fairly the Company's equity, financial position, and financial performance and accurately reflect cash flows included in the cash flow statement for the financial year ended on 31 December 2022.
b) Non-compulsory accounting principles
Where an accounting principle is compulsory and has a significant effect on the preparation of the annual accounts, there is no instance in which it has not been applied.
The preparation of the annual accounts requires the Company to make certain estimates and judgements with regard to the future. These estimates and judgements are continually reassessed and are based on historical experience and other factors, including expectations of future events that are considered reasonable under the circumstances.
The resulting accounting estimates, by definition, will rarely match actual results. The estimates and judgements that entail a significant risk of giving rise to a substantial adjustment to the book values of assets and liabilities during the next financial year are discussed below.
Estimates made by the Board of Directors have been used in the preparation of the annual accounts for the financial year ended on 31 December 2022 to assess some of the assets, liabilities, income, expenses and commitments registered in them. This estimates are referred to:
The Administrators of the Company carry out an assessment of the fair value of each property taking into account the most recent independent valuations, and determine the value of a property within a range of acceptable fair value estimates.
The best evidence of the fair value of investment properties in an active market is the price of similar assets. The Company determines fair value using a range of fair values. When making such judgements, the Company uses a series of sources, including:
i. The current prices in an active marketplace of different kinds of properties in varying states of repair and different locations, adjusted to reflect differences with the Company's own assets.
ii. The recent prices paid for properties in other, less active marketplaces, adjusted to reflect changes in economic conditions since the transaction date.
iii. The discounting of cash flows based on estimates resulting from the terms and conditions contained in current lease contracts and, where possible, evidence of the market prices of similar properties in the same location, through the use of discount rates that reflect the uncertainty of the time factor.
The Company Management establishes the estimated useful life of its investment properties, along with the corresponding charges for depreciation. The useful life of an investment property is estimated on the basis of the period in which each of the elements included under this heading will generate financial profits. At year end, the Company reviews the useful life of its investment properties, and if its estimates differ from the estimates made in the past, the effects of this change are entered prospectively from the financial year in which the change is made.
The effective portion of changes in the fair value of a derivative designated as a cash flow hedge is entered under other comprehensive income. The profit or loss on the ineffective portion is entered immediately in the income statement under "other (losses)/gains - net".
Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). Gains or losses on the effective part of interest rate swaps used to hedge loans at variable rates are entered in the income statement under "financial income/expenses". However, when the forecast transaction that is being hedged results in the entry of a non-financial asset (for example, inventory or property, plant and equipment), the gains and losses previously deferred in equity are transferred from equity and included in the initial valuation of the cost of the asset. The deferred amounts are definitively entered as the cost of the assets sold, in the case of stocks, or as depreciation in the case of property, plant and equipment.
When a hedging instrument matures or is sold or when the requirements for the application of hedge accounting cease to be met, any gains or losses accumulated in equity to that date will remain in equity and will be entered when the forecast transaction is finally entered in the income statement. When it is expected that the scheduled transaction is not going to take place after all, the profit or loss accumulated in the equity is immediately transferred to the income statement under the heading "other net (losses)/profits".
The company applies the system provided for in Act 11 of 26 October 2009, which governs Spanish Real Estate Investment Trusts (SOCIMIs), which in practice means that, provided that it meets certain requirements, the Company is subject to a Corporate Income Tax rate of 0%. The amendment in Act 11/2021 taxes with 15% the profits not distributed through dividends, a circumstance that does not apply to the Company in te annual year ended on 31 December 2022.
The Directors monitor compliance with the requirements set out in the relevant legislation in order to secure the tax advantages offered. In this regard, the Directors consider that the necessary requirements will be met within the established terms and periods, and they have therefore not entered any income or expense in respect of Corporate Income Tax.
While these estimates were developed on the basis of the best available information at the end of the 2022 financial year, future events may lead to a change in these estimates (up or down) in the future. Changes in accounting estimates will be applied prospectively.
To facilitate understanding of the balance sheet and the income statement, the entries in these annual accounts are presented in grouped form, and the necessary analysis is set out in the relevant notes to the accounts.
For comparative purposes, the balance sheet, income statement, cash flow statement, statement of changes in equity and notes to the financial statements for the year ended 31 December 2022 are presented comparatively with information relating to the year ended 31 December 2021.
The main accounting policies adopted in the preparation of the annual accounts are described below. These policies have been applied uniformly for the financial year presented, unless otherwise indicated.
Property, plant and equipment items are entered at their acquisition price or production cost, minus accumulated depreciation and the accumulated value of any recognised losses.
The costs of major repairs are activated and amortised over their estimated useful life, while recurring maintenance costs are charged to the income statement during the financial year in which they are incurred.
Depreciation of property, plant and equipment, with the exception of land, which is not depreciated, is calculated systematically using the straight-line method over the assets' estimated useful lives based on the actual decline in value brought about by operation, use and possession. Depreciatoin rate based on estimated useful lives are as follow:
Depreciation rate (%)
| 10% 10% 25% 25% |
|---|
| 10% |
Investment property comprises the values of land, office and logistics buildings for the purpose of either rental income or capital appreciation.
These assets are initially recognised at acquisition or production cost and are subsequently reduced by accumulated depreciation and recognised impairment losses.
Maintenance and upkeep costs of investment property are recognised in the statement of recognised income and expenses in the year in which they are incurred. However, the costs of improvements that result in increased capacity or efficiency or an extension of the useful lives of the assets are capitalised.
For non-current assets whose preparation for their intended use requires a period of more than twelve months, capitalised costs include borrowing costs that may have been incurred prior to the preparation of the assets and that are either expensed by the supplier or relate to borrowings or other borrowed funds on a general or specific basis and are directly attributable to the acquisition of assets.
The Company depreciates its investment property using the straight-line method at annual rates based on the years of estimated useful life of the assets as follows:
| Depreciation rate (%) | |
|---|---|
| Buildings | 2% |
| Technical installations | 8% |
Assets under construction intended for rental for as yet undetermined purposes are accounted for at cost less recognised impairment losses. The amortization of these assets, like that of other real estate assets, begins when the assets are ready for the use for which they were designed.
Assets subject to depreciation are subjected to impairment reviews whenever some event or a change in circumstances indicates that the book value may not be recoverable.
A loss due to impairment is entered in the amount by which the book value of an asset exceeds its recoverable value, the latter being understood to mean the fair value of the asset minus sale costs, or its operational value, whichever is higher.
In order to assess impairment losses, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units). Non-financial assets, other than goodwill, in respect of which an impairment loss has been recognised, are reviewed at each balance sheet date in case the loss has reversed.
The Company engages independent expert CBRE Valuation Advisory, S.A. to calculate the value of all of its investment properties at least twice a year. These valuations are made in accordance with the valuation standards issued by the Royal Institute of Chartered Surveyors (RICS) in the United Kingdom and by International Valuation Standards (IVS) prepared by International Valuation Standards Committee (IVSC).
When calculating the value of investment properties, consideration is given to the amount that the Company expects to recover as a result of their lease. To this end, projections are made in respect of the cash flows that will be generated, based on the best estimate of leasing rates and on expectations for each individual asset, taking account of any uncertainty that may be caused by a reduction in cash flows or discount rates. The operational value of a real estate property will not necessarily be the same as its fair value, insofar as the former will be based on factors that are specific to the organisation, mainly the capacity to ask prices that are above or below market levels, due to the assumption of certain risks or the assumption of costs (construction or marketing in respect of investment properties under development; refurbishment; maintenance; etc.) other than those that are generally associated with companies in the sector, while the latter is the value at which two independent parties would be willing to complete a transaction.
The estimated yields depend on the type and age of the properties and their location. The properties have been valued individually, taking account of the lease agreements in place at the end of the financial year and, where applicable, the forecast value.
The book value of the Company's investment properties is corrected at the end of each financial year with the entry of the relevant loss due to impairment, in order to bring this figure into line with the recoverable value when the fair value is lower than the book value.
When a loss due to impairment is subsequently reversed, the book value of the asset is increased to reflect the corrected estimate of its recoverable amount, though the increased book value may not exceed the book value that would have been allocated of the loss due to impairment had not been entered in previous financial years. Reversals of losses due to impairment are entered in the income statement.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They are included under current assets unless they mature more than 12 months after the balance sheet date, in which case they are entered under non-current assets. Loans and receivables are entered on the balance sheet under "Trade receivables and other accouns receivable", "Non-current investments" and "Loans to subsidiaries" in the balance sheet.
These financial assets are initially valued at fair value, including directly attributable transaction costs, and are subsequently valued at amortised cost. Accrued interest is entered at the effective interest rate, this being understood to be the updated rate that brings the instrument's book value into line with all estimated cash flows through to maturity. Notwithstanding the foregoing, trade receivables that are due within less than one year are valued at their par value, both when initially entered and on subsequent valuation, provided that the effect of not updating flows is not significant.
At least at the end of each financial year, the necessary value adjustments are made to account for impairment when there is objective evidence that all receivables will not be collected.
Losses due to impairment are calculated as the difference between book value of the asset in question and the current value of estimated future cash flows, discounted at the effective interest rate at the time of initial entry. Value adjustments, as well as any applicable reversions, are accounted for in the income statement.
Financial assets are measured at cost less any accumulated impairment losses. If there is objective evidence that the carrying amount is not recoverable, the appropriate valuation adjustments are made for the difference between the carrying amount and the recoverable amount, the latter being the higher of fair value less costs to sell and the present value of the cash flows arising from the investment.
Financial assets at cost are included in "Loans and advances to companies", "Investments in equity instruments of Group companies" and "Other long-term financial assets" under non-current assets on the balance sheet and "Other short-term financial assets" under current assets on the balance sheet.
Unless there is better evidence of the recoverable amount, the estimate of the impairment of these investments takes into account the equity of the investee company adjusted by the unrealised gains existing at the valuation date. The impairment loss and any reversal thereof is recognised in the income statement for the year in which it occurs.
The share capital is made up of ordinary shares.
The costs of issuing new shares or options are entered directly in equity as a reduction in reserves.
In the event that the Company acquires treasury shares, the consideration paid including any incremental cost that is directly attributable, is deducted from equity until the shares are redeemed, issued again or otherwise disposed of. When treasury shares are subsequently sold or reissued, any amount received is moved to equity, net of any directly attributable incremental costs.
SOCIMIs are governed by the special tax rules established under Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs (Spanish Real Estate Investment Trusts) are governed. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant corporate obligations. Distribution must be approved within the six months following the year end, in the following way:
3.3 of the Act have expired, when the property, shares or interests are used to comply with the Company's primary corporate purpose. The remainder of these profits must be reinvested in other property or investments related to the performance of this corporate purpose within three years of the transfer date. Otherwise, these profits must be distributed in full together with any profit earned, where applicable, in the year in which the reinvestment period expires. If the items in which the reinvestment has been made are transferred prior to the end of the holding period, profits must be distributed in full, together, where applicable, with the part of the profits attributable to the years in which the Company was not taxed under the special tax scheme provided for in the aforementioned Act.
c) At least 80% of the remaining profits obtained.
The dividend must be paid within one month of the distribution agreement. When dividends are distributed with a charge to reserves originating from profits for a year in which the special tax rules were applied, the distribution must compulsorily be approved by means of the resolution referred to above.
The Company is required to allocate 10% of its profits for the year to the legal reserve until the balance held in this reserve amounts to 20% of its share capital. The balance of this reserve is not available for distribution to the shareholders until it exceeds the 20% limit. The articles of association of these companies may not establish any restricted reserve other than the foregoing.
This category includes trade and non-trade payables. These third-party resources are classified as current liabilities unless the Company has an unconditional right to defer settlement for at least 12 months after the balance sheet date.
These payables are initially entered at their fair value, adjusted for directly attributable transaction costs, and subsequently entered at amortised cost using the effective interest rate method. The effective interest rate is the updated rate which brings the instrument's book value into line with expected future payment flows until maturity of the liability.
Nonetheless, trade payables that are due within less than one year and do not have a contractually agreed interest rate are valued at their nominal value, both when initially entered and on subsequent valuation, provided that the effect of not updating cash flows is not significant.
On the other hand, it includes financial liabilities, which are initially recognised at fair value less transaction costs incurred. Subsequently, financial debts are measured at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the life of the debt using the effective interest rate method.
In accordance with the SOCIMI tax rules, the Company is subject to a Corporate Income Tax rate of 0%.
As established in Article 9.2 of Act 11 of 26 October 2009, with the amendments incorporated via Act 16 of 27 December 2012, the Company shall be subject to a special rate of 19% on the overall sum of the dividends or profit distributions received by shareholders whose stake in the share capital of the Company is equal to or greater than 5%, when those dividends, in the possession of its shareholders, are exempt from or have a tax rate of less than 10% (to this effect, the tax due will be taken into consideration under the Non-Resident Income Tax Act).
However, that special rate will not apply when the dividends or profit shares are received by entities whose purpose is the ownership of interests in the share capital of other SOCIMIs or other companies that are not resident in Spain, that have the same corporate purpose, and that are governed by rules similar to those governing SOCIMIs as regards the compulsory, legal or statutory policy on profit distribution, with respect to companies that have a share that is equal to or greater than 5% of the share capital of the SOCIMIs and that pay tax on those dividends or profit shares at a rate of at least 10%.
Likewise, as detailed in the amendments incorporated in Act 11/2021, of 9 July, the entity will be subject to a special tax of 15% on the amount of profits obtained in the year that is not subject to distribution, in the part that comes from income that has not been taxed at the general rate of Corporate Tax or is income covered by the reinvestment period regulated in the Article 6 (1) (b) of ths Act. This tax will be considered as a share of Corporation Tax.
The Board of Directors monitor compliance with the requirements set out in the legislation in order to save the tax advantages established therein. In this sense, the administrator's estimation is that these requirements are being met within the terms and deadlines set, not proceeding to record any kind of result derived from corporation tax.
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is likely that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are valued at the current value of the payments that are expected to be required to settle the obligation, using a pre-tax rate that reflects the current market assessment of the time value of money and the specific risks of the obligation. The adjustments to provisions as the result of their restatement are entered as a financial expense as they accrue.
Provisions that mature in one year or less and have non-significant financial effects are not discounted.
When it is expected that a portion of the payment necessary to cancel the provision will be reimbursed by a third party, this reimbursement is entered as an independent asset, provided that its receipt is practically certain.
Contingent liabilities are considered to be potential liabilities deriving from past events, the existence of which is subject to the occurrence of one or more future events that lie outside the control of the Company. These contingent liabilities are not recorded in the accounts but are described in the notes (Note 18).
Revenue is recognised at the fair value of the consideration receivable and represents the amounts receivable for services rendered in the ordinary course of the Company's business, less returns, rebates, discounts and value added tax.
The new standard is based on the principle that revenue is recognised when control of a good or service is transferred to the customer in an amount that reflects the consideration to which the entity expects to be entitled - thus the concept of control, as a fundamental principle, replaces the current concept of risks and rewards.
In order to apply the above fundamental principle, the following successive steps must be followed:
The Company provides rental services. Based on management's analysis, all revenue is generated from the rental of properties which are recorded under the heading "Investment property" under the operating lease classification. These revenues are recognised on an accruals basis and the fulfilment of the obligation of use, with incentive income and the initial costs of the lease contracts being allocated on a straight-line basis.
The costs related to each lease instalment, including impairment charges, are recognised as an expense.
Leases in which the lessor maintains a significant part of the risks and benefits arising from ownership are classified as operating leases. Operating lease payments (net of any incentive received by the lessor) are charged to the income statement for the year in which they accrue on a straightline basis over the lease period.
Properties let out under operating lease are included with investment property on the balance sheet. Income earned from the leasing of property is entered on a straight-line basis over the lease period.
The figures in these annual accounts are presented in euro thousand, the euro is the currency that the Company uses for both accounting and operational purposes.
Generally speaking, transactions performed between related parties are initially entered in the accounts at their fair value. Where applicable, if the agreed price differs from the fair value, this difference will be entered, taking account of the real financial conditions of the transaction. It will subsequently be valued in accordance with the provisions set out in the relevant standards.
On 26 September 2018, the Annual General Shareholders Meeting approved a new remuneration plan based on the Company's own shares, granted to the Árima Real Estate team. This plan was corroborated in the Annual General Shareholders Meeting on 5 November 2019 and modified and subsequently corroborated at the General Shareholder's Meeting on 29 June 2021. That plan will be in effect for 6 years and the right to receive shares as an incentive will accrue when the conditions set out in the plan are met for each calculation period (a period of one year, between July and June of the following year), the conditions established in the plan are met (Note 11.b).
Wage and wage liabilities, which are expected to be settled within twelve months of the end of the financial year in which employees provide the corresponding services, are recognized in the reporting financial year and valued at the amounts expected to be paid when liabilities are settled. Liabilities are presented on the balance sheet as current obligations for employee benefits.
Cash and cash equivalents include cash holdings, instantly accessible deposits with credit institutions, other short-term highly liquid investments with original maturities of three months or less.
Financial derivatives are valued, both at inception and at subsequent valuations, at fair value. The method for recognising resulting gains or losses depends on whether the derivative has been designated as a hedging instrument or not, and if so, on the type of hedging. The Company designates certain derivatives such as:
The effective amount of changes in the fair value of derivatives that are designated and qualified as cash flow hedges are transiently recognized in equity. Its allocation to the profit and loss account is made in the years in which the planned covered transaction affects the result, unless the coverage corresponds to a planned transaction that ends in the recognition of a non-financial asset or liability, in which case the amounts recorded in the equity are included in the cost of the asset when it is acquired or the liability when it is assumed. Loss or gain relative to the ineffective part is immediately recognized in the profit and loss account.
The Company's activities are exposed to various financial risks: market risk (including interest rate risk), credit risk, liquidity risk, tax risk and other risks. The Company's risk management programme focuses on uncertainty in financial markets and seeks to minimise any potential adverse impact on its financial profitability.
Risk management is overseen by the Company's Finance Department, which identifies, evaluates and hedges financial risks in accordance with the policies approved by the Board of Directors of the Company. The Board provides policies for overall risk management and policies covering specific areas such as interest rate risk, liquidity risk, the use of derivatives and non-derivatives and investing excess liquidity.
The Company's interest rate risk arises from the financial debt. Loans issued at variable rates expose the Company to interest rate risk of cash flows. During the financial year ended at 31 December 2022, the Company has signed one long-term financing agreements with prestigious financial institutions at a variable market interest rate with mortgage guarantee. The loans are remunerated at an interest rate referenced to EURIBOR plus a spread between 1.40% and 1.90%. As of 31 December 2022 and 2021, the amount drawn down in nominal terms from this variable rates financial agreements amounts to 75,483 thousand euros (63,644 thousand euros at 31 December 2021). Additionally, the Group has constituted a deposit remunerated at a market interest rate referenced to the EURIBOR plus a differential of 0.05% and 0.20%.
The Company analyzes exposure to interest rate risk dynamically. Several scenarios are simulated taking into account the alternatives of financing and coverage. Based on these scenarios, the Company calculates the impact on the result for a given change in the interest rate (scenarios are used only for liabilities that represent the most significant positions subject to interest rates).
These analyzes take into account:
Based on the simulation carried out, the Company manages the cash flow interest rate risk through variable to fixed interest rate swap. These interest rate swaps have the economic effect of converting loans at variable interest rates into loans at fixed interest rates. Generally, the Company obtains foreign long-term resources with variable interest and exchanges them for a fixed interest rate lower than those that would be available if the Company had obtained the external resources directly at fixed interest rates. Under interest rate swaps, the Company undertakes with third parties to exchange, on a regular basis, the difference between the fixed interest and the variable interest based on the principal notionals contracted.
Credit risk originates, mainly from customers for sales and services, as well as from other debtors. The Company defines the credit risk management and analysis policy of its new clients before proceeding to offer them the usual payment terms and conditions. The Company´s risk control establishes the credit quality that the client must possess, taking into account its financial position, past experience and other factors. The Company considers that it does not have significant concentrations of credit risk, this being understood to refer to the possible impact that a default on receivables could have on the income statement.
The Company maintains its cash and other equivalent liquid assets in entities with the best credit quality.
Cash flow forecasting is carried out by the Company's Finance Department. It monitors the Company's liquidity needs in order to ensure that it has sufficient cash to meet operational requirements while maintaining sufficient availability of liquidity at all times so that the Company does not default on its financial obligations.
As mentioned in Note 1, the Company is subject to the special tax regime of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs). It is therefore subject to Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs are governed. Article 3 of Act 11 of 26 October 2009 sets out certain requirements that must be met by this type of company. The companies that have opted for said regime are obliged to distribute dividends to its shareholders, once the pertinent mercantile obligations have been fulfilled, the benefit obtained in the year, having to arrange their distribution within the six months following the end of each year and be paid within the month following the date of the agreement of distribution. Additionally, as detailed in the amendments included in Act 11/2021, of July 9, the entity will be subject to a special tax of 15% on the amount of the profits obtained in the year that are not subject to distribution.
In the event that the Shareholders' Meeting of such companies does not approve the distribution of dividends proposed by the Board of Directors, which has been calculated in accordance with the requirements set forth in the aforementioned law, they would not be complying with it, and therefore they should be taxed under the general tax regime and not the one applicable to the SOCIMI.
On 24 February 2022, Russia launched the invasion of Ukraine, which has marked the beginning of a war between the two countries on Ukrainian territory. The duration of the conflict and the real consequences for the world economy as a whole are still uncertain.
Upon a preliminary assessment of the situation, the Group finds that such a conflict will not have a direct or significant impact, and therefore no consequences are expected to result from it.
The following table contains a breakdown of the entries shown for "Property, plant and equipment" and the relevant movements:
| Thousand euros | ||
|---|---|---|
| Property, plant and equipment | Total | |
| Balance at 1 January 2021 | 187 | 187 |
| Cost | 217 | 217 |
| Accumulated depreciation | (30) | (30) |
| Net Book value | 187 | 187 |
| Added | 16 | 16 |
| Allocation to depreciation | (32) | (32) |
| Balance at 31 December 2021 | 171 | 171 |
| Cost | 233 | 233 |
| Accumulated depreciation | (62) | (62) |
| Net book value | 171 | 171 |
| Added | 4 | 4 |
| Allocation to depreciation | (33) | (33) |
| Balance at 31 December 2022 | 142 | 142 |
| Cost | 237 | 237 |
| Accumulated depreciation | (95) | (95) |
| Net book value | 142 | 142 |
a) Losses due to impairment
No entries were made or reversed in respect of value correction for impairment in relation to any property, plant and equipment item at 31 December 2022 and 31 December 2021.
No item had been fully depreciated at 31 December 2022 and 31 December 2021.
Investment properties include land, office buildings and other items owned by the Company that are held to obtain long-term rental income or capital revaluation and are not occupied by the Company.
Movement and breakdown of investment properties are shown below:
| Thousand euros | |||||
|---|---|---|---|---|---|
| Investment | |||||
| Land | Building | Technical Installations |
Properties in progress |
Total | |
| Balance at 1 January 2021 |
125,253 | 79,027 | 19,434 | 8,753 | 232,467 |
| Added | - | 18 | 717 | 28,034 | 28,769 |
| Departures by transfers |
(8,474) | (2,926) | (220) | (19) | (11,639) |
| Allocation to depreciation |
- | (729) | (1,191) | - | (1,920) |
| Depreciation cancellations |
- | 43 | 18 | - | 61 |
| Impairment of investment properties |
- | 888 | - | - | 888 |
| Balance at 31 December 2021 |
116,779 | 76,321 | 18,758 | 36,768 | 248,626 |
| Cost | 116,779 | 78,411 | 22,244 | 36,768 | 254,202 |
| Accumulated depreciation |
- | (2,090) | (3,486) | - | (5,576) |
| Book value at 31 December 2021 |
116,779 | 76,321 | 18,758 | 36,768 | 248,626 |
| Added Transfers |
- 8,933 |
- 8,333 |
238 4,873 |
21,292 (22,139) |
21,530 - |
| Allocation to depreciation |
- | (825) | (1,499) | - | (2,324) |
| Balance at 31 December 2022 |
125,712 | 83,829 | 22,370 | 35,921 | 267,832 |
| Cost | 125,712 | 86,744 | 27,355 | 35,921 | 275,732 |
| Accumulated depreciation |
- | (2,915) | (4,985) | - | (7,900) |
| Book value at 31 December 2022 |
125,712 | 83,829 | 22,370 | 35,921 | 267,832 |
In 2021, the Company subscribed a non-monetary contribution transferring ownership of a property that did not generate rental income, located in the Chamartín district, to the Group company Árima Investments, S.L. with a carrying amount of Euros 11,578 thousand. Likewise, additional disbursements worth 4,050 thousand euros have been made for the acquisition of a property with 12.848 m2 on Calle Manoteras, 28 and that will have a total cost of 38,950 thousand euros. Additionally, the projects for financial year 2021 amount 24,952 thousand euros.
In 2022, the Company has also continued with its refurbishment and improvement projects, which have entailed an investment of 21,530 thousand euros. All of this is in line with its corporate strategy of value creation.
Under the heading "Investment properties in progress", is included the cost of those improvements made to the assets whose implementation has not been completed.
As of 31 December 2022 and 31 December 2021, no new mortgage guarantees have been provided on properties.
As of 31 December 2022 and 31 December 2021, no items had impairment of investment property
No items had fully depreciated at 31 December 2022 and 31 December 2021.
The following income and expenses on investment properties have been detailed in the income statement:
| Thousand euros | |||
|---|---|---|---|
| 31.12.2022 | 31.12.2021 | ||
| Rental income (Note 13) | 7,812 | 5,945 | |
| Expenses for the operations resulting from | |||
| investment | (1,490) | (1,416) | |
| properties that generate rental income | |||
| Expenses for the operations resulting from | |||
| investment | (265) | - | |
| properties that do not generate rental income | |||
| 6,057 | 4,529 |
The total amount of future minimum receivables from non-cancellable operating leases is as follows:
| Thousand euros | ||
|---|---|---|
| 31.12.2022 | 31.12.2021 | |
| Less than one year | 6,148 | 4,383 |
| Between one and five years | 16,560 | 7,516 |
| More than five years | 3,777 | - |
| 26,485 | 11,899 |
The Company signs the insurance policies necessary to cover any possible risk that might affect any aspect of its investment properties. The coverage in these policies is deemed to be sufficient.
At the close of the period, the Company does not have contractual obligations for the acquisition, construction or development of real estate investments, or for repairs, maintenance or insurance, in addition to those already included in the Note.
Information on the cost and fair value of real estate investments at 31 December 2022 and 31 December 2021:
| Thousand euros | |||||
|---|---|---|---|---|---|
| 31 December 2022 | 31 December 2021 | ||||
| Net book value | Fair value |
Net book value | Fair value |
||
| Investment properties | 267,832 | 330,000 | 248,626 | 307,700 |
The valuations of these real estate assets have been carried out using "market value" hypothesis, these valuations being made in accordance with the Professional Standards of assesment by the Royal Institution of Chartered Surveyors of July 2022 – 'Red Book'. The market value of the Company's properties has been determined on the basis of evaluation carried out by independent expert valuers (CBRE Valuation Advisory, S.A.).
The "Market Value" is defined as the estimated amount for which an asset should be able to be exchanged at the valuation date, between a willing seller and a willing buyer, after a reasonable sales marketing period, and in which both parties have acted with knowledge, prudence and without any coercion.
The valuation methodology adopted by the independent appraisers in relation to the determination of fair value was basically the 10-year discount cash flow method and the income capitalization method (reflecting net income, capitalized expenses, etc.), besides comparing the information with comparables. The residual amount at the end of year 10 is calculated by applying a rate of return ("Exit yield" or "cap rate") of the projections of net income for year 11. Cash flows are discounted at an internal rate of return for reach the current net value. This internal rate of return is adjusted to reflect the risk associated with the investment and the assumptions adopted. The key variables are, therefore, the income and the exit yield.
The estimated yields depends on the type and age of the properties and their location. The properties have been valued individually, considering each one of the lease agreements in force at the end of the year and, if applicable, the foreseeable ones, based on the current market rents for the different areas, supported by comparables and transactions carried out for your calculations.
The book value of each of the categories of financial instruments, excluding investments in the equity of group companies and cash and cash equivalents, is as follows:
| Thousand euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Non-current financial assets | ||||||||
| Equity instruments | Debts values | Credits, Derivatives and Others |
||||||
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |||
| Financial assets at amortized cost |
- | - | - | - | 2,210 | 1,578 | ||
| Financial assets at cost |
17,979 | 17,979 | - | - | 7,104 | 5,500 | ||
| Hedging derivatives |
- | - | - | - | 2,517 | - | ||
| Total long term financial assets |
17,979 | 17,979 | - | - | 11,831 | 7,078 |
| Thousand euros | ||||||
|---|---|---|---|---|---|---|
| Current financial assets | ||||||
| Equity instruments | Debts values | Credits, Derivatives and Others |
||||
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |
| Financial assets at amortized cost |
- | - | - | - | 22,981 | 696 |
| Financial assets at cost |
- | - | - | - | 118 | 36 |
| Total short term financial assets |
- | - | - | - | 23,099 | 732 |
| Non-current financial liabilities | |||||||
|---|---|---|---|---|---|---|---|
| Bank loans and credits | Bonds and other negociable securities |
Derivatives and others | |||||
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | ||
| Financial liabilities at amortized cost or cost Hedging derivatives |
118,886 - |
103,977 - |
- - |
- - |
1,996 - |
1,186 700 |
|
| Total non current financial liabilities |
118,886 | 103,977 | - | - | 1,996 | 1,886 |
| Current financial liabilities | ||||||
|---|---|---|---|---|---|---|
| Bank loans and credits | Bonds and other negociable securities |
Derivatives and others | ||||
| 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | 31.12.2022 | 31.12.2021 | |
| Financial liabilities at amortized cost or cost |
1,322 | 610 | - | - | 10,502 | 7,927 |
| Total current financial liabilities |
1,322 | 610 | - | - | 10,502 | 7,927 |
At 31 December 2022 and 31 December 2021, the value of financial instruments, excluding investments in the equity of group companies (Note 8) and cash and cash equivalents (Note 10), with a specific maturity date or with a maturity date falling withing a specific year was as follows:
| Thousand euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets | |||||||
| 2023 | 2024 | 2025 | 2026 | 2027 | Subsequent years |
Total | |
| Financial assets at amortized cost |
|||||||
| - Trade receivables | 1,642 | - | - | - | - | - | 1,642 |
| - Loans and advances to third parties |
- | 1,402 | - | - | - | - | 1,402 |
| - Prepayments for non current assets |
- | 141 | 141 | 141 | 141 | 244 | 808 |
| Financial assets at | |||||||
| cost: | |||||||
| - Participating loans | 89 | - | 560 | 5,586 | - | - | 6,235 |
| - Other financial assets | 21,368 | 234 | 358 | 119 | - | 247 | 22,326 |
| Hedging derivatives: | |||||||
| - Hedging derivatives | - | 528 | - | 1,989 | - | - | 2,517 |
| 23,099 | 2,305 | 1.059 | 7,835 | 141 | 491 | 34,930 |
| Financial liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | Subsequent 2024 2025 2026 2027 Total |
|||||||
| year | ||||||||
| Financial liabilities at amortized cost or cost: |
||||||||
| - Debts with credit entities |
1,322 | 6,375 | 14,884 | 76,235 | 22,575 | - | 121,391 | |
| - Creditors and other accounts payable |
10,468 | - | - | - | - | - | 10,468 | |
| - Other financial liabilities |
34 | 145 | 1,223 | 132 | - | 496 | 2,030 | |
| 11,824 | 6,520 | 16,107 | 76,367 | 22,575 | 496 | 133,889 |
| Thousand euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets | |||||||
| 2022 | 2023 | 2024 | 2025 | 2026 | Subsequent years |
Total | |
| Financial assets at | |||||||
| amortized cost | |||||||
| - Trade receivables | 344 | - | - | - | - | - | 344 |
| - Loans and advances to | - | - | 1,578 | - | - | - | 1,578 |
| third parties Financial assets at |
|||||||
| cost: | |||||||
| - Participating loans | - | - | - | 500 | 4,083 | - | 4,583 |
| - Participating loans | 388 | 302 | - | 358 | - | 257 | 1,305 |
| 732 | 302 | 1,578 | 858 | 4,083 | 257 | 7,810 |
| Financial liabilities | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | 2026 | Subsequent years |
Total | |
| Financial liabilities at amortized cost or cost: |
|||||||
| - Debts with credit entities |
610 | 376 | 4,693 | 13,891 | 66,979 | 19,479 | 106,028 |
| - Creditors and other accounts payable |
7,861 | - | - | - | - | - | 7,861 |
| - Other financial liabilities |
66 | 259 | 145 | 407 | 132 | 243 | 1,252 |
| Hedging derivatives: | |||||||
| - Hedging derivatives | - | - | 204 | - | 496 | - | 700 |
| 8,537 | 635 | 5,042 | 14,298 | 67,607 | 19,722 | 115,841 |
The debts shown in the previous break downs are expressed at their nominal value.
The following table shows a breakdown of long-term investments in group companies at 31 December 2022 and 31 December 2021:
| 31 December 2022 | Share capital percentage |
Voting rights | ||||
|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |||
| Name | Address | Activity | % | % | % | % |
| Árima Investigación, Desarrollo e Innovación, S.L.U. |
Serrano, 47 4º planta, 28001 Madrid |
Real Estate activity Sustainability projects Exploitation of industrial property rights |
100 | - | 100 | - |
| Árima Investment, S.L. |
Serrano, 47 4º planta, 28001 Madrid |
Acquisition and development of urban properties intended for lease |
100 | - | 100 | - |
| 31 December 2021 | Share capital percentage |
Voting rights | ||||
|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |||
| Name | Address | Activity | % | % | % | % |
| Árima Investigación, Desarrollo e Innovación, S.L.U. |
Serrano, 47 4º planta, 28001 Madrid |
Real Estate activity Sustainability projects Exploitation of industrial property rights |
100 | - | 100 | - |
| Árima Investment, S.L. |
Serrano, 47 4º planta, 28001 Madrid |
Acquisition and development of urban properties intended for lease |
100 | - | 100 | - |
Details of movements in holdings in group companies are as follows:
| Miles de euros | ||
|---|---|---|
| 2022 | 2021 | |
| Balance at 1 January | 17,979 | 3 |
| Additions to equity investments | - | 6,398 |
| Additions arising from non-cash contributions | - | 11,578 |
| Balance at 31 December | 17,979 | 17,979 |
Árima Investigación, Desarrollo e Innovación, S.L.U. was incorporated on 10 December 2018 under the name Árima Real Estate Investments, S.L.U. Its name was changed on 7 November 2019 to its current name. At the time of its incorporation, Árima Real Estate SOCIMI, S.A. becomes the parent company of a group of companies over which it has control, forming a group at that time. This subsidiary is not listed on the stock exchange.
On 28 September 2021, the Company acquired 100% of the shares of Inmopra, S.L., a real estate investment company, for an amount of Euros 6,398 thousand. At the time of acquisition, this Company owned a rented office building located at calle Pradillo, 58 (Madrid). On 4 October 2021, its corporate name was changed to Árima Investments, S.L. This company benefited from the special regime of SOCIMIs on 29 September 2021. Subsequently, on 26 October 2021, a capital increase was carried out through a non-monetary contribution whereby Arima Real Estate Socimi, S.A. contributed an asset (Note 6), increasing the investment in this company by Euros 11,578 thousand.
| Thousand euros | ||
|---|---|---|
| 31 | 31 | |
| December | December | |
| 2022 | 2021 | |
| Long-term financial assets: | ||
| At amortized cost: | ||
| - Loans and advances to third parties | 1,402 | 1,578 |
| - Prepayments for non-current assets | 808 | - |
| At cost: | ||
| - Participating loan (Note 21) | 6,146 | 4,583 |
| - Guarantees ("Other long-term financial assets") | 958 | 917 |
| Hedging derivatives: | ||
| -Financial hedging instruments (Note 16) | 2,517 | - |
| Short-term financial assets | ||
| At amortized cost: | ||
| - Trade receivables for sales and services | 1,642 | 339 |
| - Other receivables | - | 4 |
| - Remuneration advances | - | 1 |
| - Other receivables from public authorities (Note 17) | 3,447 | 3,986 |
| At cost: | ||
| - Other short-term financial assets | 20,054 | 36 |
| - Participating loan (Note 21) | 89 | - |
| 37,063 | 11,444 |
The financial assets at cost related to long term investments in Group companies (equity instruments) have been detailed in Note 8.
Loans to third parties correspond to loans granted to staff of the Company at a market interest rate (including executive directos) and other associated companies (Note 21) of the Company at market interest rates on the same terms as at 31 December 2021.
The amount recorded under the heading of guarantees in the balance sheet includes the amount of the guarantees associated with the rental agreements deposited with the corresponding public bodies.
The heading of Other short-term financial assets includes a deposit for an amount of 20,000 thousand euros formalized by the Group in the current year, which is associated with a credit policy agreement for which there are no amounts willing to close. In 2022, this short-term deposit has accrued financial income of 25 thousand euros. The other items included under this heading correspond to short-term bonds for an amount of 29 thousand euros.
The carrying amount of the loans and receivables approximates their fair value, given that the effect of the discount is not significant.
Under the heading of customers there is an amount of 1,586 thousand euros relating to invoices pending issuance (339 thousand euros at 31 December 2021) as a result of linealization of rental income.
The book value of loans and receivables is denominated in euros.
Additionally, the Group contracted two interest rate swaps in 2019. The amount registered in the "Financial hedging instruments" correspond to the valuation of the derivative financial instruments as of 31 December 2022 (Note 16). The effective part of the changes in the fair value of derivatives that are designated and classified as hedges is recognized in the hedge reserve within equity.
The following table contains a breakdown of the age of receivables for sales and services:
| Thousand euros | ||
|---|---|---|
| At 31 December 2022 | At 31 December 2021 | |
| Up to 3 months | 56 | - |
| Between 3 and 6 months | - | - |
| More than 6 months | - | - |
| 56 | - | |
| Thousand euros | ||
|---|---|---|
| 31 December 2022 | 31 December 2021 | |
| Cash and banks | 51,401 | 88,676 |
| 51,401 | 88,676 |
The current accounts are denominated in euros.
Due to the liquidity contract entered into with JB Capital Markets, Sociedad de Valores, S.A.U., detailed in Note 11.b, at 31 December 2022 the Company holds 303 thousand euros of total cash destined for the cash account under that contract (at 31 December 2021 held 303 thousand euros).
As of 31 December 2022 and 31 December 2021 the breakdown of share capital and share premium is as follows:
| Thousand euros | ||
|---|---|---|
| 31 December 2022 | 31 December 2021 | |
| Share capital | 284,294 | 284,294 |
| Share premium | 5,769 | 5,769 |
| 290,063 | 290,063 |
As at 31 December 2022 and 31 December 2021, the Company's share capital amounts to Euros 284,294 thousand and is represented by 28,429,376 shares with a par value of Euros 10 each, all belonging to the same class and fully subscribed and paid up. All shares have the same voting and dividend rights.
The share premium is a freely distributable reserve.
All the Company's shares are listed on the Spanish Stock Market.
At 31 December 2022, the companies that held a share of 3% or more in the share capital are as follows:
| % voting rights allocated to |
% voting rights held through financial |
||
|---|---|---|---|
| Entity | shares | instruments | Total % |
| Fidelity Select Portfolios | 3.548 | - | 3.548 |
| Ivanhoe Cambridge, INC. | 20.293 | - | 20.293 |
| Rodex Asset Management | 5.020 | - | 5.020 |
| Torrblas, S.L. | 5.000 | - | 5.000 |
| TR Property Investment Trust PLC | 5.008 | - | 5.008 |
| Asua de Inversiones, S.L. | 7.951 | - | 7.951 |
| Total | 46.820 | - | 46.820 |
At 31 December 2021, the companies that held a share of 3% or more in the share capital were as follows:
| % voting rights allocated to |
% voting rights held through financial |
||
|---|---|---|---|
| Entity | shares | instruments | Total % |
| Fidelity Select Portfolios | 3.548 | - | 3.548 |
| Ivanhoe Cambridge, INC. | 20.293 | - | 20.293 |
| Rodex Asset Management | 3.839 | - | 3.839 |
| Morgan Stanley | 5.060 | 0.077 | 5.137 |
| Thames River Capital LLP | 9.984 | - | 9.984 |
| Pelham Long/Short small CAP Master Fund LTD |
- | 9.984 | 9.984 |
| Total | 42.724 | 10.061 | 52.785 |
Movements in treasury shares over the year have been as follows:
| 31 December 2022 | 31 December 2021 | ||
|---|---|---|---|
| Number of | Number of | ||
| Thousand euros | |||
| 926,067 | 8,163 | 578,513 | 5,082 |
| 1,096,182 | 8,909 | 347,554 | 3,081 |
| - | - | - | - |
| 2,022,249 | 17,072 | 926,067 | 8,163 |
| treasury shares | Thousand euros | treasury shares |
The General Shareholders' Meeting of the Company agreed on 28 May 2020 to authorize, for a period of 5 years, the derivative acquisition of shares of Árima Real Estate SOCIMI, S.A. by the Company itself, under the provisions of articles 146 and concordant of the Capital Companies Act, complying with the requirements and limitations established in current legislation at all times, in the following terms: (i) the acquisitions may be made directly by the Company or indirectly through companies of its group, and they may be formalized, once or several times, through purchase, barter or any other legal transaction valid in Law. Acquisitions may also be made through an intermediary that acquires the shares on behalf of the Company under a liquidity contract subscribed between the Company and the intermediary; (ii) the nominal value of the shares to be acquired, added, where appropriate, to those already held, directly or indirectly, shall not exceed the maximum percentage legally permitted at any time; and (iii) the acquisition price per share will be at least the nominal value and, at most, the market price on the date of acquisition.
On 6 November 2021, Árima Real Estate SOCIMI, S.A. renovated into a 12 month liquidity contract with JB Capital Markets, Sociedad de Valores, S.A.U. in order to increase liquidity and favour the regular trading of the Company's shares. However, this liquidity contract is temporarily suspended while the share buyback programme, which came into effect on 25 March 2020, is operational.
In addition, there is a compensation plan based on the delivery of shares or cash at the Company's discretion, which was initiated with its IPO, the beneficiary of which is the Company's team (Note 3.13). This plan accrues annually when, for each calculation period (between 1 July and 30 June of the following year), certain value creation conditions are met. In relation thereto, the General Shareholders' Meeting of 29 June 2021 resolved, at the request of the Company's Board of Directors, to adapt the calculation conditions from which the plan accrues, in order to adapt them to the current economic environment and the Company's situation (size and future growth profile), all with the aim of continuing to create value for shareholders.
The first period in which these adaptations took effect is from 1 July 2020 to 30 June 2021, and mainly concerned the total shareholder return - the threshold of which is 8% - and the delivery terms. This return is measured as the revaluation of the Net Asset Value plus the total dividends distributed, excluding certain capital increases, whether cash or non-cash, and weighted by the period of time during which they occurred during the calculation period. Thus, this remuneration continues to be focused on generating shareholder return, obtained through active management.
When the vesting conditions are met, the Company will deliver one third of the shares to the beneficiaries 12 months after the end of the calculation period, one third of the shares 18 months after the end of the calculation period and one third of the shares 24 months after the end of the calculation period.
The Company's shares held by the Company as at 31 December 2022 represent 7.11% of the Company's share capital and total 2,022,249 shares (as at 31 December 2021 they represented 3.26% and totaled 926,067 shares). The average price of treasury shares was 8.15 euros per share (8.81 euros per share in 2021).
These shares are recorded as a reduction of the Company's equity at 31 December 2022 in the amount of 17,062 thousand euros (at 31 December 2021 it was 8,163 thousand euros).
The Company has complied with the obligations deriving from article 509 of the Capital Companies Act which establishes, in relation to shares listed on an official secondary market, that the nominal value of the shares acquired, added to those already held by the parent company and its subsidiaries, must not exceed 10% of the share capital. Subsidiaries do not hold either their own shares or those of the parent company.
Reserves
| Thousand euros | ||
|---|---|---|
| At 31 December of | At 31 December of | |
| 2022 | 2021 | |
| Others reserves: | ||
| - Voluntary reserve | (11,261) | (11,261) |
| - Legal reserve | - | - |
| - Hedging transactions reserve | 2,517 | (700) |
| - Net losses obtained from prior financial years | (17,202) | (13,672) |
| (25,946) | (25,633) |
Appropriations to the legal reserve should be made in compliance with Article 274 of the Spanish Companies which stipulates that 10% of the profits for each year must be transferred to this reserve until it represents at least 20% of share capital.
The legal reserve is not available for distribution. Should it be used to offset losses in the event of no other reserves being available, it must be replenished out of future profits.
Distribution of the profit and loss for the financial year
The proposed distribution for the profit and loss for the financial year ended on 31 December 2022 obtained by the Company and the reserve amount to be submitted to the General Shareholders Meeting, is as follows:
| Thousand euros | ||
|---|---|---|
| 2022 | 2021 | |
| Base for distribution: | ||
| Profit and los for the financial year | (4,856) | (3,528) |
| Application: Legal reserve Net losses obtained from prior financial years |
- (4,856) |
- (3,528) |
| Dividends | - (4,856) |
- (3,528) |
On 28 June 2022, the General Shareholders' Meeting approved, without modification, the proposal to distribute the 2021 result.
(Thousand euros)
| Thousand euros | ||
|---|---|---|
| 31 December | 31 December | |
| 2022 | 2021 | |
| Long-term financial liabilities | ||
| At amortized cost or cost: | ||
| - Debts with credit entities | 118,886 | 103,977 |
| - Guarantees | 1,996 | 1,186 |
| Hedging derivatives: | ||
| -Financial hedging instruments (Note | - | 700 |
| 16) | ||
| 120,882 | 105,863 | |
| Short-term financial liabilities | ||
| At amortized cost or cost: | ||
| - Debts with credit entities | 1,322 | 610 |
| - Other payables (Note 7) | 9,508 | 6,661 |
| - Outstanding remuneration | 960 | 1,200 |
| - Other debts with Public Authorities (Note 17) | 311 | 109 |
| - Guarantees | 34 | 66 |
| 12,135 | 8,646 |
The book amounts of debts and payables approximate their fair values, since the effect of discounting is not significant.
The heading "Guarantees" in the balance sheet includes the guarantees granted by the tenants of real estate registered in real estate investments (Note 6).
The book value of loans and receivables to be paid by the Company is denominated in euros.
The Company has signed one additional financial agreement over the course of the financial year ended at 31 December 2022 with a prestigious credit entity by an amount of 2,700 thousand euros at a variable interest rate associated with the works to improve energy efficiency within the framework of the Group's sustainability strategy.
As of 31 December 2022 and 2021, 100% of the financing obtained by the Company has been classified as 'green' by financial institutions, given the sustainable characteristics of the financed real estate properties.
The long-term debt of the Group is recorded at amortized cost in the long-term liabilities under the heading "Debts with credit entities". As of 31 December 2022, the amount of the amortized cost is 1,184 thousand euros (1,440 thousand euros at 31 December 2021). Their nominal maturities have been included in Note 7. The real estate assets that guarantee the aforementioned loans through mortgage commitment have a market value of 296,700 thousand euros at 31 December 2022 (276,700 thousand euros at 31 December 2021).
Short-term bank borrowings" includes the amount of unpaid accrued interest and principal repayments of 158 thousand euros and 1,164 thousand euros, respectively, at 31 December 2022 (it was 234 thousand euros and 376 thousand euros respectively, at 31 December 2021).
These loans are subject to compliance with certain financial ratios, which are customary in the industry in which the Company operates and are calculated annually at year-end. This financial ratios are successfully fulfilled at 31 December 2022 and 2021, with the exception of ratios on the financing property under reform, for which financial institutions have granted a temporary exemption to their compliance.
Payments on business operations carried out during the financial year which are outstanding at the year end, with respect to the maximum terms allowed by Law 15/2010, amended by Law 31/2014, are as follows:
| 2022 | 2021 | ||
|---|---|---|---|
| Days | Days | ||
| Average payment period to suppliers | 27 | 27 | |
| Ratio of transactions paid | 25 | 26 | |
| Ratio of transactions pending payment | 55 | 38 |
| Amount | ||
|---|---|---|
| Amount | (thousand | |
| (thousand euros) | euros) | |
| Total payments made | 24,217 | 27,535 |
| Total payments pending | 1,427 | 1,043 |
The calculation of the figures in the table above agrees with that established in the ICAC resolution of 4 February 2016. For the purposes of this Note, trade payables include sundry suppliers and creditors for debts with suppliers of goods and services included in the scope of the regulation with respect to the legal payment periods.
According to the new regulations required by Article 9 of Act 18/2022, of 28 September, in addition to the previous information, the following information is indicated:
| Number (units) | 2022 |
|---|---|
| Invoices paid before the deadline for payment to suppliers | 912 |
| Percentaje of total supplier invoices | 96.1% |
| Amount (thousand euros) | 2022 |
| Invoices paid before the deadline for payment to suppliers | 24,175 |
| Percentaje of total supplier invoices | 99.8% |
The net turnover figure corresponding to the Company's ordinary business activities broke down in geographical terms as follows:
| Percentage | Thousand euros | |||
|---|---|---|---|---|
| Market | 2022 | 2021 | 2022 | 2021 |
| National | 100% | 100% | 7,812 | 5,945 |
| 100% | 100% | 7,812 | 5,945 |
The net turnover figure breaks down as follows:
| Thousand euros | ||
|---|---|---|
| 2022 | 2021 | |
| Revenue | ||
| Rents | 5,978 | 5,125 |
| Reinvoicing of costs | 998 | 820 |
| Other revenue | 836 | - |
| 7,812 | 5,945 |
The lease agreements signed by the Company are in normal market conditions in terms of their duration, maturity dates and rent.
Under the heading of "Other revenue", has been recorded the compensation received from one of the Group's tenants as a result of the cancellation of the lease which entered into force during the third quarter of the financial year. Additionally, it should be noted that as first semester of the financial year 2022, a new contract for the lease of said area has already been formalized.
The contracts that the Company has signed with customers are rental contracts with standard clauses where a price per m2 of use is set, and they have an average duration of 3 years. As described in Note 6, the properties subject to rent comprise assets for offices and logistic, all of them are located in the Community of Madrid. The total amount fon non-cancellable future minimum charges has been described in Note 6. Customers mostly comprise large and medium-sized companies and logistic operators.
| Thousand euros | ||
|---|---|---|
| Financial year | Financial year | |
| ended on 31 | ended on 31 | |
| December 2022 | December 2021 | |
| Wages, salaries and associated costes Welfare charges: |
(5,260) | (3,941) |
| - Other welfare charges | (283) | (222) |
| (5,543) | (4,163) | |
Under personnel expenses, there has been recorded the remuneration to the Company's team, both fixed and prospective.
At 31 December 2022 and 31 December 2021 there was no compensation for dismissals.
A provision for bonuses of Euros 960 thousand as at 31 December 2022 (at 31 December 2021 it was 1,200 thousand) has been recognised under wages and salaries.
The average number of employees during the financial year ended on 31 December 2022 and 2021 is 14 people.
The average number of employees in 2022 and 31 December 2021, by category, is as follows:
| Financial year | Financial year | |
|---|---|---|
| ended on 31 | ended on 31 | |
| Categories | December | December |
| 2022 | 2021 | |
| Management | 8 | 8 |
| Employees with degrees | 4 | 4 |
| Administrative personnel and others | 2 | 2 |
| 14 | 14 |
The number of employees at 31 December 2022 and 31 December 2021, shown by professional grade, was as follows:
| Categories | At 31 December 2022 |
At 31 December 2021 |
|---|---|---|
| Management | 8 | 8 |
| Employees with degrees | 4 | 4 |
| Administrative personnel and others | 1 | 2 |
| 13 | 14 |
In addition, at 31 December 2022, Company personnel details broken down by gender are as follows:
| At 31 December 2022 |
|||
|---|---|---|---|
| Categories | Men | Women | Total |
| Management | 6 | 2 | 8 |
| Employee with degrees | 2 | 2 | 4 |
| Administrative personnel and others |
- | 1 | 1 |
| 8 | 5 | 13 |
In addition, at 31 December 2021, Company personnel details broken down by gender were as follows:
| At 31 December 2021 |
|||
|---|---|---|---|
| Categories | Men | Women | Total |
| Management / Directors | 6 | 2 | 8 |
| Employee with degrees | 2 | 2 | 4 |
| Administrative personnel and others |
1 | 1 | 2 |
| 9 | 5 | 14 |
The following table gives a breakdown of the external services:
| Thousand euros | ||
|---|---|---|
| Financial year ended on 31 December 2022 |
Financial year ended on 31 December 2021 |
|
| External services directly attributable to real estates assets |
(1,754) | (1,417) |
| Other external services | (1,791) | (1,680) |
| (3,545) | (3,097) |
Financial expenses accrued in the financial year ended on 31 December 2022 are associated with the financing obtained in the period (Note 14).
| Thousand euros | ||||||
|---|---|---|---|---|---|---|
| 2022 | ||||||
| Non current | Current | |||||
| Covered principal |
Maturity | Asset(*) | Liability | Asset | Liability | |
| Interest rate swap |
22,700 | 2026 | 1,989 | - | - | - |
| Interest rate swap |
21,626 | 2024 | 528 | - | - | - |
| 2,517 | - | - | - |
| Thousand euros | ||||||
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Non current | Current | |||||
| Covered principal |
Maturity | Asset | Liability(*) | Asset | Liability | |
| Interest rate swap |
22,700 | 2026 | - | 496 | - | - |
| Interest rate swap |
21,626 | 2024 | - | 204 | - | - |
| 700 | - | - |
The fair value of financial hedgings derivatives is registered as a non current asset or non current liability if its maturity is beyond 12 months, and as a current asset or current liability if its maturity is prior to 12 months.
The interest rate swap derivative (financial swap) allows to change a variable interest rate to a fixed interest rate in bank loans signed by the Company. The cashflow covered is the foreseen future payments of interests related to the financial debts. Changes in fair value of the interest rate swap are registered in "Hedging transactions" in Equity (Note 12).
The reconciliation between the net amount of income and expenses for the year and the income tax base is as follows:
| Thousand euros | ||||||
|---|---|---|---|---|---|---|
| 31 December 2022 | Income and expenses attributed | |||||
| Income statement | directly to Equity | |||||
| Increases | Reductions | Total | Increases | Reductions | Total | |
| Income and expenses balance for the period |
- | (4,856) | (4,856) | - | - | - |
| Income tax | - | - | - | - | - | - |
| Permanent differences |
86 | - | 86 | - | - | - |
| Temporary differences (*) |
1,469 | (1,200) | 269 | 3,232 | - | 3,232 |
| Taxable base | 1,555 | (6,056) | (4,501) | 3,232 | - | 3,232 |
| Thousand euros | ||||||
|---|---|---|---|---|---|---|
| 31 December 2021 | Income and expenses attributed | |||||
| Income statement | directly to Equity | |||||
| Increases | Reductions | Total | Increases | Reductions | Total | |
| Income and expenses balance for the period |
- | (3,528) | (3,528) | - | - | - |
| Income tax | - | - | - | - | - | - |
| Permanent differences |
69 | (905) | (836) | - | - | - |
| Temporary differences |
- | - | - | 786 | - | 786 |
| Taxable base | 69 | (4,433) | (4,364) | 786 | - | 786 |
*Note 16
When reading this Note, it should be born in mind that the Company is covered by the special SOCIMI scheme and has not recognised any deferred tax assets as it considers that they will not be recoverable.
At 31 December 2022 tax profits are calculated as accounting losses for the year plus expenses resulting from the Company's incorporation and capital increases which are recognised directly in equity. At the year end date the Company has not recognised deferred tax assets. There were no payments on account of corporate income tax during the financial year 2022 neither 2021.
In accordance with Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December, and Lay 11/2021, of 30 June, regulating REITs (SOCIMIs), current corporate income tax is the result of applying 0% to the tax base. Withholdings and payments on account amount to 0 thousand euros. Tax inspections
Under current law, taxes cannot be understood to have been effectively settled until the tax authorities have reviewed the tax returns submitted or until the time-bar period of four years has elapsed. All the Company's taxes are open to inspection.
As a result, among other things, of the different interpretations to which Spanish tax legislation lends itself, additional tax assessments may be raised in the event of a tax inspection. In any case, the Directors believe that any such liabilities, in the event that they arise, will not have any significant effect on the balance sheet or the income statement neither for the financial year ended on 31 December 2022 nor the financial year ended on 31 December 2021.
At 31 December 2022 and 31 December 2021, the amounts receivable and the amounts payable by the Company in respect of the Public Authorities broke down as follows:
| Thousand euros | ||
|---|---|---|
| At 31 December | At 31 December | |
| 2022 | 2021 | |
| Accounts receivable | ||
| Receivables from Spanish Tax Authorities (VAT) | 3,447 | 3,986 |
| 3,447 | 3,986 | |
| Payment commitments | ||
| Payables to Spanish Tax Authorities (withholdings collected) | (291) | (88) |
| Payables to Social Security Bodies | (20) | (21) |
| (311) | (109) |
Neither at 31 December 2022 nor 31 December 2021 has the Company contingent liabilities.
At 31 December 2022 the Company has contracted a bank guarantee in the amount of 129 thousand euros with a prestigious financial institution (122 thousand euros at 31 December 2021).
The Company leases its office premises under an irrevocable operating lease. This contract is for two years and four months an may be renewed on maturity for another additional three years following
the relevant notification by the Company. Minimum total future payments fon non-cancellable leases are 394 thousand euros at 31 December 2022 (576 thousand euros at 31 December 2021).
In the duty to avoid situations of conflict with the interest of the Company, during the year the directors who have held positions in the administrative body have complied with the obligations provided for in Article 228 of the Spanish Capital Companies Act.
Likewise, both they and the persons related to them have refrained from incurring in the cases of conflict of interest provided for in Article 229 of said Act, except in cases where the corresponding authorization has been obtained.
During the financial year ended on 31 December 2022, the remuneration of the members of the Board of Directors of the Company has amounted to:
| Thousand euros | ||
|---|---|---|
| Financial year | Financial year | |
| ended on 31 | ended on 31 | |
| December 2022 | December 2021 | |
| Remuneration of executive directors | 1,644 | 1,228 |
| Per diems of executive directors | - | - |
| Non-executive directors' fees | 425 | 425 |
| 2,069 | 1,653 |
In addition, the Company has paid during the year ended 31 December 2022 the amount of 72 thousand euros for liability insurance premiums covering the members of the Board of Directors of the Company for the performance of their duties (66 thousand euros in 2021).
The members of the Board of Directors of the Company do not have any pension funds or similar obligations for their benefit. During the years ended on 31 December 2022 and 31 December 2021, there are no senior management personnel who do not belong to the Board of Directors of the Company.
Additionally, there is a compensation plan based on the hanging out of shares whose beneficiary is the Company's team (Note 11.b). Said plan, which is in force, has a annual accrual when, for each calculation period (between 1 July and 30 June of the following year) are accomplished certain value generation conditions. For the third period of validity of this plan, which ends on 30 June 2022, the Management of the dominant Company has evaluated compliance with these conditions and as a result 306,584 shares will be delivered. According to the share delivery schedule described in Note 11.b, the parent Company has provisioned 509 thousand euros as of 31 December 2022.
As of 31 December 2022 and 31 December 2021, the long-term financial assets held by the Company with group companies correspond to long-term loans granted, included under the heading "Loans to subsidiaries". The breakdown of these appropriations is as follows:
A participative loan granted to the company of the group Árima Investments, S.L., with a balance of 5,586 thousand euros as of 31 December 2022 (4,083 thousand euros as of 31 December 2021). Likewise, there is a balance receivable from this subsidiary company for the interest accrued during the year 2022, amounting to 89 thousand euros.
A participative loan granted to the company of the group Árima Investigación, Desarrollo e Innovación, S.L.U, which presents a balance of 560 thousand euros as of 31 December 2022 (500 thousand euros as of 31 December 2021).
Both loans accrue interest based on the obtaining of positive net results. Fulfilling this condition, the interest is variable annual corresponding to EURIBOR to 12 months + 2%.
Additionally, there is a balance as of 31 December 2022 with the related party Rodex Asset Management, S.L. for an amount of 822 thousand euros, for the formalization of a debt transfer loan of a member of the Board of Directors of the Company. This balance is collected under the heading "Loans to third parties".
a) Reserves from years prior to the application of the tax regime established in this Law.
Not applicable.
b) Reserves arising from years in which the tax regime established in this Law has been applied, differentiating the part that comes from income subject to a tax rate of 0%, 15% or 19%, with respect to those that, where applicable, have been taxed at the general tax rate.
Not applicable
c) Dividends distributed against profits each year in which the tax rules contained in this Act applied, with differentiation between the portion originating from income subject to tax at a rate of 0%, 15%, or 19%, and the portion originating from income subject to tax at the general rate.
Not applicable
d) In the case of distribution against reserves, identifying the year from which the reserves applied originate, and whether they were taxed at 0%, 15%, or 19% or the general rate.
Not applicable
e) Date of the agreement for the distribution of dividends referred to in c) and d) above.
Not applicable
f) Date of acquisition of properties intended for rent. The Company has shares in the capital of an entity referred to in Article 2 (1) of the SOCIMIs Act. This participation refers to the company of the Group Árima Investments, S.L., which was acquired on 28 September 2021.
| Property | Localization | Date acquired | Segment |
|---|---|---|---|
| María de Molina | Calle María de Molina, esquina con la calle Príncipe Vergara, Madrid |
21 December 2018 | Offices |
| Paseo de la Habana | Confluencia de Paseo de la Habana y Avenida de Alfonso XIII, Madrid |
21 December 2018 | Offices |
| Edificio Botanic | Calle Josefa Valcárcel, 42, Madrid | 29 January 2019 | Offices |
| Edificio Play | Vía de los Poblados, 3 -Parque Empresarial Cristalia, Edificio 4B, Madrid |
29 January 2019 | Offices |
| María de Molina | Calle María de Molina, esquina con la calle Príncipe Vergara, Madrid |
28 February 2019 | Offices |
| Nave Guadalix | Barranco Hondo, San Agustín de Guadalix |
12 April 2019 | Logistic |
| Ramírez de Arellano, 21 | Calle Ramírez de Arellano, 21, Madrid | 28 June 2019 | Offices |
| Cadenza | Vía de los Poblados, 7, Madrid | 30 December 2019 | Offices |
| Manoteras, 28 | Calle Manoteras, 28, Madrid | 11 June 2020 | Offices |
g) Identification of assets taken into account when calculating the 80% referred to in Article 3.1 of this Act.
The assets taken into account when calculating the 80% referred to in Article 3.1 of the SOCIMI Act are the ones listed in the above table.
h) Reserves from years in which the tax system provided for under the Act was applicable and which have been made use of (not for distribution or offsetting losses) during the tax period, with identification of the year from which the reserves originate.
Not applicable
The fees accrued during the financial years ended on 31 December 2022 and 31 December 2021 by PricewaterhouseCoopers Auditores, S.L. and its network are as follows:
| Thousand euros | ||
|---|---|---|
| 2022 | 2021 | |
| Services related to account auditing | 104 | 91 |
| Other services provided not related to account auditing (*) | 10 | 30 |
| 114 | 121 |
(*) There are no tax services or services required by legal regulations.
The Company has not disposed of greenhouse gas emission allowances in either the financial year 2022 or 2021.
The Company develops sustainable environmental management in its headquarters, its office buildings and logistics warehouse, aimed at minimizing the possible impact on the environment derived from its activity, and maximizing the well-being of its occupants.
This approach has been confirmed during 2022 by organizations of recognized international prestige such as EPRA and GRESB, which have awarded gold in the sustainability category and 86% score (4 stars) respectively.
The Group has continued with the process of reforming its portfolio, which will have the leading standards of the market: LEED and BREEAM.
Likewise, the Company has analysed the consumption of both the corporate headquarters and its assets in order to calculate its carbon footprint and identify measures to reduce it. In this sense, 100% renewable energy has been contracted for scopes 1 and 2, and work is being done to develop a Decarbonization Policy.
All this represents the Company's firm commitment to the conservation of the environment, the quality of the assets, and the health and well-being of the tenants.
From December 31, 2022 until the date of formulation of these consolidated annual accounts there have been no subsequent events of relevance that need to be broken down.
Árima Real Estate SOCIMI, S.A. (hereinafter Árima, or the Company or the dominant Company) is the dominant Company of a Group whose main objective is the creation of a real estate portfolio focused mainly on the office and logistics sector in Madrid, with the aim of obtaining income from rents through an active management of the portfolio. The ultimate goal is to create value for shareholders, offer the best quality spaces for tenants and ensure the construction of a sustainable and technologically advanced environment.
The Group's strategy responds, with a clear focus on value creation, to the lack of quality (Class A) and environmentally friendly office space. Relying on the competitive advantage of its highly experienced team, it is able to identify excellent investment opportunities to reposition assets through intelligent refurbishments.
Árima is built on the proven experience of the members of its management team who bring, on average, two decades in the real estate sector and several years of experience working together on different projects. Their deep knowledge of the sector together with corporate values such as transparency, excellence, sustainable profitability and tangible revaluation make Árima capable of repeating success stories and overcoming previous projects. In addition, the team maintains a strong alignment with the interests of its shareholders thanks to its significant shareholding.
The Group's shareholding includes major national and international funds that are very interested in the opportunities in the Spanish real estate market and in the management team's ability to maximise and optimise the performance and value of the portfolio.
The dominant Company has a suitable governmental structure that guarantees the proper functioning of the governing bodies and compliance with the standards and regulations governing its activity.
The General Shareholders' Meeting is the Company's highest decision-making body. Its designated powers include the appointment of directors, the approval of the remuneration policy and the distribution of dividends, all of which are set forth in the Regulations of the General Shareholders' Meeting.
The Board of Directors reports to the Shareholders' Meeting, overseeing the Company's daily business operations. The members of the Board are responsible for reviewing the Company's strategy and objectives, always adapting them to the needs and trends of the market. Árima has a majority of Independent Directors who bring years of experience and expertise in the real estate, financial and legal sectors, at national and international level. Thanks to their connections in the market and their extensive background, they are also well versed in environmental, social and corporate governance related matters.
The Board of Directors carries out its activities in accordance with the rules of corporate governance contained mainly in the Company's Bylaws, the Regulations of the Shareholders' Meeting and the Regulations of the Board of Directors, also following the recommendations of the Good Governance Code with the maximum commitment to compliance. It also has two fundamental committees, whose essential function is to support this body in its tasks of supervision and control of the ordinary management of the Group: The Audit and Control Committee and, on the other hand, the Appointments and Remuneration Committee.
The Group, since its launch on the stock market in October 2018, has carried out various real estate asset acquisition transactions. The management of this portfolio has enabled it to generate a positive consolidated result of 10,563 thousand euros in financial year 2022.
Árima has a solid strategy and a defensive portfolio. In addition, during the year, leasing contracts have been signed and renewed, contributing to maintain a solid and stable position.
Árima has continued to reinforce its commitment with its stakeholders, especially with shareholders and investors, strengthening communication and continuous contact. In addition, it pays special attention to ensure that its impact on society is positive, through its engagement programmes and wellbeing surveys.
The investments made by the Group throughout its history have resulted in the composition of a diversified portfolio, consisting of 9 assets that provide stability and high growth potential. As of December 31, 2022, the Group has 3 refurbishments in progress, which will allow significant increases in value and income in the contracts to be signed once the work is completed.
Árima's portfolio continues its growth, and its value amounts to €379.7M as of December 31, 2021. The revaluation of the portfolio reflects disciplined investment, focusing on healthy buildings, sustainable works and projects whose philosophy fits perfectly with what today's world demands, as well as the good progress of refurbishments, with deliveries expected between the last half of 2023, 2024 and 2025.
The Group's portfolio totals more than 102,000 leasable sqm and 1,281 parking spaces. The properties are in line with the listed company's investment model. They make up a balanced portfolio of rental assets and buildings with great potential for revaluation for the SOCIMI's shareholders, always seeking a product with great potential for generating value in highly consolidated areas of the metropolitan area and the outskirts of Madrid, as shown in the following map.
The assets comprising the Group's portfolio are as follows:
The revenue derived from the lease of real estate assets amounted to 8,071 thousand euros during the financial year 2022 (31 December 2021: 6,012 thousand euros). EBITDA - earnings before interest, taxes, depreciation and amortisation - amounted to 12,013 thousand euros.
The market value of the Group's assets at 31 December 2022 amounts to 379,700 thousand euros (31 December 2021: 343,600 thousand euros) representing an increase on a like-for-like basis of 11% compared to December 31, 2021.
Below is the revenue projection for the current portfolio, reflecting expected rental growth (at current market levels).
(1) Passing gross yield defined as passing gross rents over total portfolio acquisition price; (2) Yield on cost defined as post-capex GRI divided by total investment (net acquisition cost plus expected capex); (3) Annualized gross rents; (4) Expected increase in rents from capex investments; (5) Expected gross rental income after realizing reversionary potential and effects from capital expenditures.
The European Public Real Estate Association (EPRA) defines three different metrics for calculating the Net Asset Value (NAV) in its Best Practices guide: Net Reinstatement Value, Net Tangible Assets and Net Disposal Value. Considering its activity, the metric that best represents the nature of the Company is Net Tangible Asset:
| Thousand euros | |||
|---|---|---|---|
| 31/12/2022 | 31/12/2021 | ||
| NAV | 330,955 | 325,665 | |
| Effect of options, convertibles bonds and other interest | - | - | |
| Diluted NAV | 330,955 | 325,665 | |
| Excluded: | |||
| Fair value of financial instruments | 2,517 | (700) | |
| Intangible assets | 246 | 218 | |
| EPRA NTA | 328,192 | 326,147 | |
| Number of issued shares (without treasury shares) | 26,407,127 | 27,503,309 | |
| EPRA NAV per share (euros) | 12.4 | 11.9 |
During fiscal 2022, the Net Tangible Asset grew by 5%, as a result of successful portfolio management and strategic acquisitions during the year.
The share price at December 31, 2022 was 7,50 euros per share. The share price at December 31, 2021 was €9.18 per share. 1
As at 31 December 2022, the Company holds shares representing 7.11% of the dominant Company's share capital and totalling 2,022,249 shares (as at 31 December 2021 they represented 3.26% and totalled 926,067 shares). The average cost of treasury shares was EUR 8.15 per share in 2022 (EUR 8.81 per share in 2021), which translated into an attractive discount on the Net Tangible Asset.
These shares are registered reducing the value of the Group equity at 31 December 2022 by 17,072 thousand euros (at 31 December 2021 by 8,163 thousand euros).
The movement of treasury shares in the year is as follows:
| 31 December 2022 | 31 December 2021 | |||
|---|---|---|---|---|
| Number of treasury shares |
Thousand euros | Number of treasury shares |
Thousand euros | |
| At the beginning of the period/year |
926,067 | 8,163 | 578,513 | 5,082 |
| Additions/purchases | 1,096,182 | 8,909 | 347,554 | 3,081 |
| Reductions | - | - | - | - |
| At the end of the period/year | 2,022,249 | 17,072 | 926,067 | 8,163 |
The dominant Company has complied with its obligations under Article 509 of the Spanish Capital Companies Act, which establishes that the par value of acquired shares that are listed on official secondary markets, added to the value of those that are already held by the dominant Company and its subsidiaries, must not exceed 10% of the share capital. The subsidiary does not hold either treasury shares or shares in the dominant Company.
The Company is governed by the special tax rules established under Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs are governed. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant corporate obligations. Distribution must be approved within the six months following the year end, in the following way:
a) 100% of the profits resulting from dividends or profit shares received form the companies referred to in Article 2.1 of this Act.
The dividend must be paid within one month of the distribution agreement. When dividends are distributed with a charge to reserves originating from profits for a year in which the special tax rules were applied, the distribution must compulsorily be approved by means of the resolution referred to above. Additionally, the amendment to Law 11/2021 imposes a 15% tax on undistributed profits through dividends.
The Company is required to allocate 10% of its profits for the year to the legal reserve until the balance held in this reserve amounts to 20% of its share capital. The balance of this reserve is not available for distribution to the shareholders until it exceeds the 20% limit. The articles of association of these companies may not establish any restricted reserve other than the foregoing.
The following table shows a reconciliation between the result under Spanish Gaap and the result under IFRS:
| Thousand euros | ||
|---|---|---|
| 31/12/2022 | 31/12/2021 | |
| Result of the period - Spanish GAAP | (4,771) | (3,528) |
| Adjustments: | ||
| (I) Consolidation | 2,342 | 1,055 |
| (II) Revaluation of investment property | 12,992 | 28,598 |
| Result for period - IFRS | 10,563 | 26,125 |
Árima bases its activity on professional solvency, deep knowledge of the sector and the high level of connection of its management team with the market.
To continue building Árima's achievements, the management team works to distinguish the best investment operations. The team oversees all phases of the value creation chain from the identification of assets for investment to the management of assets and their potential repositioning or enhancement and addressing issues such as regulatory compliance and sustainability. In turn, the management team is under the umbrella of the Board of Directors, whose members oversee the Company's activities.
In Árima we always work with the focus on the interests of the Company and its relevant groups. The goal is to create value for shareholders, offer the best quality spaces for tenants and ensure the construction of a sustainable and technologically advanced environment.
These objectives go hand in hand with corporate values. Commitment, transparency and rigor govern day-to-day actions and ensure the best management of the Company, minimizing potential conflicts of interest and solving any unforeseen event.
For Árima, the key to the success of any project is people. To continue promoting best practices, and ensure the best welfare of our team and their professional development, the Company relies on its Employee Engagement Plan.
The evolution of the Company's average number of employees is shown below:
The average number of employees in the financial year 2022 and 2021, distributed by category, is as follows:
| 31 December | 31 December | |
|---|---|---|
| Categories | 2022 | 2021 |
| Management | 8 | 8 |
| Employees with degrees | 4 | 4 |
| Administrative personnel and others | 2 | 2 |
| 14 | 14 |
The gender distribution as at 31 December 2022 is as follows:
| 31 December 2022 |
|||
|---|---|---|---|
| Categories | Men | Women | Total |
| Management | 6 | 2 | 8 |
| Employees with degrees | 2 | 2 | 4 |
| Administrative personnel and others | - | 1 | 1 |
| 8 | 5 | 13 |
On 5 October 2015, the European Securities and Markets Authority (ESMA) published a set of Guidelines (2015/1415) on Alternative Performance Measures (APM). Compliance with these guidelines is mandatory for all issuers whose securities are admitted for trading on a regulated market and who are required to publish regulatory information under Directive 2004/109/EC on transparency.
Árima's financial information contains figures and measures that have been prepared in accordance with the applicable accounting regulations, together with a further series of measures prepared in accordance with the reporting standards that the company has established and developed internally ("Medidas Alternativas de Rendimiento – MAR").
Gross Asset Value (GAV): this is the value of the portfolio according to the latest external valuation carried out by an independent expert. This figure is used to determine the generation of value as a result of the management of the Group's asset portfolio. See point 2 of this Management Report and note 6 of these Annual Accounts.
Financial leveraging ratio: calculated as financial debt / (financial debt plus equity). This figure allows the Management to assess levels of borrowing at the Group, given that the Group's main capital management objectives are to ensure long and short-term financial stability, the positive performance of Árima Real Estate SOCIMI, S.A.'s share and the appropriate financing of investments. See Note 3.2 of the Consolidated Financial Statements at 31 December 2022.
At 31 December 2022, 100% of the financing obtained by the Company is classified as "green" by the financial institutions, given the sustainable characteristics of the properties financed.
The coverage of cash flows through interest rate swaps (financial swap) allows to exchange debt at variable interest rate for fixed-rate debt, where future cash flows to be covered are future interest payments on contracted loans. Changes in the fair value of derivatives are reflected in "Hedging Reserve" in equity. (See Note 16 of these Financial Statements).
Árima is subject to a wide range of regulations and good practices in compliance and reporting. In response to these requirements, the Group has carried out an analysis and adaptation of the following Risk Management Systems:
In order to:
The Board of Directors considers risk management and internal control to be essential factors for the achievement of the Company's objectives. In order to implement these measures, the Company benefits from an Audit and Control Committee which, in turn, relies on the Risk Control and Management Function. Árima has therefore established a risk management model based on the Risk Management and Control Policy, which is detailed in greater detail in the Risk Management and Control Manual. This management model includes, in line with its commitment to integrate sustainability at all levels of the Company, an ESG risk analysis (Environmental, Social, Governance).
The Group's objective is to establish systematic and preventative procedures, aligned with renowned international risk management standards (COSO ERM 2017 - Business Risk Management Framework) and led by management, to forecast, prevent and detect risks.
Risk management and control is an ongoing process based on (i) the identification and assessment of potential Company risks based on strategic and business objectives, (ii) the determination of critical risk action plans and controls, (iii) monitoring the effectiveness of the controls and residual risk developments put in place, to report to the Company's governing bodies.
In addition, the Risk Management System operates in a comprehensive, continuous, and cross-cutting way, and serves the management of all priority risks, both internal and external.
Note 4 of the financial statements gives details of the Group's risk management activities.
The Group's activity is subject to various risks inherent to the sector, such as changes in tax regulations, the evolution of the real estate market, defaults, environmental risks, the search for potential acquisitions of new prime assets in the domestic market and the availability of financing and resources to undertake these acquisitions.
Therefore, the Group carries out its work with committed risk management, as described in the previous section, with the aim of acquiring real estate investments that are in line with its strategy and that provide maximum value to its shareholders in the medium and long term. Árima has investment resources that result from its cash flows associated with the ability to finance assets, which will enable it to continue with its investment strategy focused on real estate assets in Spain.
On the other hand, in February 2022, Russia launched its invasion of Ukraine, marking the beginning of a military conflict between the two countries on Ukrainian territory. The duration of the conflict and the actual consequences for the wider global economy are still uncertain. Following a preliminary assessment of the situation, the Group believes that the conflict will not have a direct or significant impact on the Group, and therefore no consequences are expected as a result of the conflict.
From a financial point of view, Árima has a solid balance sheet to overcome this challenging period, with a reduced leverage (32% LTV) and a cash position and equivalents of EUR 52 million at 31 December 2022, which translates into a positive working capital of EUR 66 million and a net debt amount (positive) of EUR 69 million at that date. In addition, more than 80% of the debt service facing the dominant Company will take place in 2026 and subsequent years, minimising the Group's liquidity risk. In addition, Árima has a high-quality tenant base, which has allowed rent collection periods to remain unchanged. In addition, the refurbishment projects continue without disrupting the Group's strategy.
Payments on business operations carried out during the financial year which are outstanding at the year end, with respect to the maximum terms allowed by Act 15/2010, amended by Act 31/2014, are as follows:
| 2022 | 2021 | |
|---|---|---|
| Days | Days | |
| Average payment period to suppliers | 27 | 27 |
| Ratio of transactions paid | 25 | 26 |
| Ratio de transactions pending payment | 55 | 38 |
| Amount (thousand euros) | ||
|---|---|---|
| Total payments made | 24,217 | 27,535 |
| Total payments pending | 1,427 | 1,043 |
The calculation of the figures in the table above agrees with that established in the ICAC resolution of 4 February 2016. For the purposes of this Note, trade payables include sundry suppliers and creditors for debts with suppliers of goods and services included in the scope of the regulation with respect to the legal payment periods.
According to the new regulations required by Article 9 of Act 18/2022, of 28 September, in addition to the previous information, the following information is indicated:
| Number (units) | 2022 |
|---|---|
| Invoices paid before the deadline for payment to suppliers | 912 |
| Percentaje of total supplier invoices | 96.1% |
| Amount (thousand euros) | 2022 |
| Invoices paid before the deadline for payment to suppliers | 24,175 |
| Percentaje of total supplier invoices | 99.8% |
Árima is positioned as a reference for the quality of its assets, creating sustainable, innovative, attractive and healthy spaces, inspiring creativity and talent retention.
The Group is committed to obtaining the certifications that guarantee the highest standards of sustainability and health safety in the portfolio. In this way, the team works to achieve the highest LEED, WELL and BREEAM ratings for its assets, reaching a percentage of offices with sustainable certifications four times higher than the market average.
In line with the Company's commitment to sustainability, Árima has undertaken an effort during the 2022 financial year to measure the carbon footprint of its refurbishments and to be able to quantify the Company's impact on the environment. We have calculated the carbon footprint savings of the Botanic and Cadenza projects, obtaining excellent results. Thanks to the reuse of structures and other facilities, these refurbishments have saved 7,585 tonnes of CO2 equivalent. This is equivalent to planting 15,000 trees or taking 2,500 new cars off the road for a year.
In addition, the improvements to the logistics warehouse in San Agustín de Guadalix have been completed, allowing savings in electricity consumption of more than 30%. This is a major step forward in the Group's decarbonisation strategy, whose objectives have been defined in a transversal manner to achieve maximum impact with an efficient approach to resources.
From 31 December 2022 to the date of preparation of these Financial Statements there have been no material subsequent events requiring disclosure.
ANNEX: Annual Corporate Governance Report and Annual Report on the Remuneration of Directors.
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2022 | ||||||
| EQUITY | ||||||
| Other | ||||||
| Social nomination | Country | Capital | Reserves | expenditures | Result | Total |
| Árima Investigación, Desarrollo e Innovación, S.L.U. |
España | 3 | - | (42) | (89) | (128) |
| Árima Investments, S.L. | España | 2,066 | 14 | 18,090 | 134 | 20,304 |
| Thousand Euros | ||||||
|---|---|---|---|---|---|---|
| 2021 | ||||||
| EQUITY | ||||||
| Other | ||||||
| Social nomination | Country | Capital | Reserves | expenditures | Result | Total |
| Árima Investigación, Desarrollo e Innovación, S.L.U. |
España | 3 | - | (9) | (34) | (40) |
| Árima Investments, S.L. | España | 2,066 | 17 | 18,090 | 62 | 20,235 |
| Financial year end date | 31/12/2022 | |
|---|---|---|
| Company Tax ID No. (CIF): | A88130471 | |
| Company name: |
ARIMA REAL ESTATE SOCIMI, S.A.
Registered office:
TOREE SERRANO. C/SERRANO, 47 - 4ª PL. 28001 MADRID
A.1. Complete the following table on the company's share capital and voting rights attributed, including, if applicable, those corresponding to loyalty voting shares, as of the closing date of the fiscal year:
Indicate whether the Company's bylaws contain a provision for double voting for loyalty:
| Date of last | Share capital (€) | Number of | Number of | |
|---|---|---|---|---|
| modification | shares | voting rights | ||
| 15/11/2019 | 284,293,760.00 | 28,429,376 | 28,429,376 |
Indicate whether there are different types of shares with different associated rights:
| Personal or corporate | % voting rights held through % voting rights financial instruments allocated to shares |
|||||||
|---|---|---|---|---|---|---|---|---|
| name of shareholder | Direct | Indirect | Direct | Indirect | voting rights | |||
| IVANHOÉ CAMBRIDGE, INC. |
0.00 | 20.29 | 0.00 | 0.00 | 20.29 | |||
| MR. VÍCTOR URRUTIA VALLEJO |
0.00 | 7.95 | 0.00 | 0.00 | 7.95 | |||
| MR. LUIS ALFONSO LÓPEZ HERRERA ORIA |
0.00 | 5.02 | 0.00 | 0.00 | 5.02 | |||
| THAMES RIVER CAPITAL LLC |
0.00 | 5.01 | 0.00 | 0.00 | 5.01 | |||
| TR PROPERTY INVESTMENT TRUST PLC |
0.00 | 5.01 | 0.00 | 0.00 | 5.01 | |||
| MS. ANA PATRICIA TORRENTE BLASCO |
0.00 | 5.00 | 0.00 | 0.00 | 5.00 | |||
| FIDELITY SELECT PORTFOLIOS |
3.55 | 0.00 | 0.00 | 0.00 | 3.55 | |||
| FMR LLC | 0.00 | 3.55 | 0.00 | 0.00 | 3.55 |
Breakdown of indirect holdings:
| Personal or corporate name of indirect holder |
Personal or corporate name of direct holder |
% voting rights allocated to shares |
% voting rights held through financial instruments |
% of total voting rights |
|---|---|---|---|---|
| No data available |
Please indicate the most significant movements in shareholding structure during the year:
During the 2022 financial year, Ms. Ana Patricia Torrente Blasco and Mr. Víctor Urrutia Vallejo have joined as significant shareholders. In addition, Thames River Capital LLP has reduced its position and Pelham Capital Ltd. has ceased to be a shareholder of the Company.
A.3. List, regardless of the percentage, the shareholding at year-end of the members of the Board of Directors who hold voting rights attributed to shares of the Company or through financial instruments, excluding the Board Members identified in section A.2 above:
| Personal or corporate name of board member |
% voting rights allocated to shares |
% voting rights held through financial instruments |
% of total voting rights |
% voting rights that can be transmitted through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA |
0.00 | 5.02 | 0.00 | 0.00 | 5.02 | 0.00 | 0.00 |
% of total voting rights held by members of the board of directors 5.02
Breakdown of indirect holdings:
| Personal or corporate name of board member |
Personal or corporate name of direct holder |
% voting rights allocated to shares |
% voting rights held through financial instruments |
% of total voting rights |
% voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| No data |
Please indicate the total percentage of voting rights represented by the Board of Directors:
| % of total voting rights represented by the board of directors | 0.00 |
|---|---|
| ---------------------------------------------------------------- | ------ |
A.4. Indicate, where applicable, any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities, and excluding those reported in section A.6:
| Related-party name or corporate name | Type of relationship | Brief description |
|---|---|---|
| No data available |
A.5. Indicate, where applicable, any commercial, contractual or corporate relationships between owners of significant shareholdings, and the company and/or its group, unless they are insignificant or arise from ordinary trading or exchange activities:
| Related-party name or corporate name | Type of relationship | Brief description |
|---|---|---|
| No data available |
A.6. Describe the relationships (unless insignificant for both parties) that exist between significant shareholders or shareholders represented on the Board, and directors, or their representatives in the case of proprietary directors.
Explain, where applicable, how significant shareholders are represented. Specifically, name the directors who have been appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or links. In particular, and where applicable, mention the existence, identity and position of directors of the listed company, or their representatives, who are in turn members of the board of directors or the representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders:
| Personal or corporate name of linked board member or representative |
Name or corporate name of linked significant shareholder |
Name of the significant shareholder's group company |
Description relationship/position |
|---|---|---|---|
| MR. STANISLAS HENRY | IVANHOÉ CAMBRIDGE, INC. | IVANHOÉ CAMBRIDGE, INC. | Proprietary Director |
A.7. Indicate whether the company has been notified of any shareholders' agreements pursuant to articles 530 and 531 of the Spanish Capital Companies Act. Provide a brief description and list of the shareholders bound by the agreement, as applicable:
| [ ] |
Yes |
|---|---|
| [ √ ] | No |
Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, give a brief description:
[ ] Yes [ √ ] No
Expressly indicate any amendments to or termination of such agreements or concerted actions during the year, where applicable:
A.8. Indicate whether any individuals or legal entity currently exercises control or could exercise control over the company in accordance with article 5 of the Spanish Securities' Market Act. If so, give details:
| [ ] |
Yes |
|---|---|
| [ √ ] | No |
A.9. Complete the following tables on the company's treasury stock:
| Number of shares | Number of shares held | % of total share | |
|---|---|---|---|
| held directly | indirectly (*) | capital | |
| 2.022.249 | 7.11 |
(*) Held through:
| Personal or corporate name of direct shareholder | Number of shares held directly |
|---|---|
| No data available |
Please indicate the most significant movements in shareholding structure during the year:
In relation to the communication of other relevant information dated 23 March 2020 (registration number 1194), relating to a programme for the buybackof own shares in order to comply with the obligations arising from the share incentive plan for executive directors, executives and employees of Árima (the "Buy-Back Programme"), successively extended and enlarged by communications of other relevant information dated 30 September 2020 (registration number 4760), 30 March 2021 (registration number 8291) and 15 November 2021 (registration number 12759), the Board of Directors of the Company, at its meeting held on 27 July 2022, resolved to terminate the said Buy-Back Programme. The Board of Directors of the Company, at the aforementioned meeting held on 27 July 2022, in use of the powers granted by the Company's general shareholders' meeting of 28 June 2022, under agenda item 12, has also resolved to implement a share buyback plan (the "Buy-back Plan"). This Buy-back Plan, which does not constitute a share buyback programme under the Market Access Regulation (MAR) and Delegated Regulation 2016/1052, and therefore does not benefit from the safe harbour applicable to such programmes.
A.10. Give details of the applicable conditions and time periods governing any resolutions by the general shareholders' meeting allowing the board of directors to issue, buy back and/or transfer treasury stock:
The Ordinary General Shareholders' Meeting held on 28 June 2022 agreed to authorise the acquisition of treasury stock by the Company over a period of 5 years, leaving the authorization dated 29 June 2021 without effect.
A.11. Estimated free float:
| % | |
|---|---|
| Estimated free float | 53.18 |
A.12. Give details of any restriction (statutory, legislative or of any other kind) on the transfer of securities and/or any restriction on voting rights. In particular, state whether there is any type of restriction that may make it difficult to take over control of the company through the acquisition of its shares on the market, or any rules governing prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
| [ ] |
Yes |
|---|---|
| [ √ ] | No |
A.13. Indicate whether the General Shareholders' Meeting has agreed to take neutralisation measures to prevent a public takeover bid under the terms of Act 6/2007.
| [ | ] | Yes |
|---|---|---|
| [ √ ] | No |
If applicable, explain the measures adopted and the terms under which these restrictions may be lifted:
A.14. Indicate whether the company has issued securities that are not traded in a regulated European Union market.
| [ ] | Yes |
|---|---|
| [ √ ] | No |
If so, identify the various classes of shares and, for each class of shares, the rights and obligations they confer:
The system for the adoption of resolutions refers to the LSC.
B.4. Indicate the attendance figures for the general shareholders' meetings held during the year to which this report relates and during the preceding two years:
| Attendance Data | |||||
|---|---|---|---|---|---|
| % remote voting | |||||
| Date of General Meeting | % attending in person |
% attending by proxy |
Electronic vote | Others | Total |
| 28/05/2020 | 4.77 | 63.77 | 0.00 | 0.00 | 68.54 |
| Of which, free float | 0.93 | 34.95 | 0.00 | 0.00 | 35.88 |
| 29/06/2021 | 11.45 | 67.15 | 0.00 | 0.00 | 78.60 |
| Of which, free float | 7.61 | 32.99 | 0.00 | 0.00 | 4.60 |
| 28/06/2022 | 10.39 | 67.83 | 0.00 | 0.00 | 78.22 |
| Of which, free float | 6.55 | 32.80 | 0.00 | 0.00 | 39.35 |
C.1.1 Maximum and minimum number of directors established in the articles of association and the number set by the general meeting:
| Maximum number of Directors | 7 |
|---|---|
| Minimum number of Directors | 5 |
| Number of directors set by the general meeting | 7 |
| Personal or corporate name of board member |
Representative | Category of board member |
Position on the board |
Date of first appointment |
Date of last appointment |
Election procedure |
|---|---|---|---|---|---|---|
| MR. STANISLAS HENRY |
Proprietary | DIRECTOR | 12/11/2019 | 12/11/2019 | RESOLUTION OF BOARD OF DIRECTORS |
|
| MR. LUIS ALFONSO LÓPEZ HERRERA ORIA |
Executive | CHIEF EXECUTIVE OFFICER |
26/09/2018 | 29/06/2021 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
|
| MR. FERNANDO BAUTISTA SAGÜÉS |
Independent | DIRECTOR | 26/09/2018 | 29/06/2021 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
|
| MR. DAVID JIMÉNEZ BLANCO CARRILLO DE ALBORNOZ |
Independent | DIRECTOR | 26/09/2018 | 29/06/2021 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
|
| MR. LUIS MARÍA ARREDONDO MALO |
Independent | CHAIRMAN | 26/09/2018 | 29/06/2021 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
|
| MRS. CHONY MARTÍN-VICENTE MAZARIEGOS |
Executive | DIRECTOR | 28/05/2020 | 28/05/2020 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
|
| MR. CATO HENNING STONEX |
Independent | DIRECTOR | 26/09/2018 | 29/06/2021 | RESOLUTION OF GENERAL SHAREHOLDERS' MEETING |
Total number of board members 7
State if any directors have left the board of directors during the period forming the subject of this report, whether through resignation, dismissal or for any other reason:
| Personal or corporate name of board member |
Category of director at the time of leaving |
Date of last appointment |
Leaving date | Specialist committees of which he/she was a member |
Indicate whether the director left before the end of their term |
|---|---|---|---|---|---|
| No data available |
C.1.3 Complete the following tables on the members of the board and their specific category:
| EXECUTIVE DIRECTORS | ||||
|---|---|---|---|---|
| Personal or corporate name of board member |
Position in company's organisational structure |
Profile | ||
| MR. LUIS ALFONSO LÓPEZ HERRERA ORIA |
CHIEF EXECUTIVE OFFICER |
Mr. Luis Alfonso López de Herrera-Oria has been the CEO of the Company since its inception. He has more than 30 years of experience in the real estate sector. He was CEO of Axiare from 2014 to 2018 and Executive Director of Prima from 1986 to 2002. During this period, Prima was listed on the Madrid Stock Exchange (1988) and, in 1990, became the largest real estate company in Spain. In 2002, he founded Rodex Asset Management with a small team of former Prima members. In 2007, the core business of Rodex was transferred to Alza Real Estate, SA, where he served as CEO and independent Director. Luis Alfonso López de Herrera-Oria has also been an independent advisor to funds such as Falcon II Real Estate, founded by Morgan Stanley and CBRE, and a former advisor to iAdvise Partners, EAFI, SL. He holds a degree in Economics and is a member of the Royal Institution of Chartered Surveyors (FRICS). |
||
| MS. CHONY MARTÍN-VICENTE MAZARIEGOS |
EXECUTIVE DIRECTOR |
Ms. Chony Martín Vicente-Mazariegos has been the CFO of the Company since its inception and is a member of the Board of Directors. She has more than 25 years of experience in Financial Management, Corporate Development and in the areas of Regulatory Compliance and ESG. She is currently an Independent Director at OPDEnergy - an independent renewable energy producer - where she is Chair of the Nomination and Remuneration Committee and a member of the Audit and Control Committee. Previously, she was CFO of Axiare from 2014 to 2018, as well as Director of Investor Relations until 2016. From 1998 to 2002, she worked at Prima as part of Luis Alfonso López de Herrera-Oria's team. Subsequently, she joined Redevco as CFO with responsibility for Spain, Portugal and Italy within a €7.5 billion portfolio. She holds a degree in Business Administration and Economics from the Complutense University in Madrid and has also participated in various leadership and management programmes at IESE, ESADE and IMD, with a special focus on Boards of Directors and ESG. She is currently a lecturer at the Instituto de Empresa (IE) and a member of the Royal Institution of Chartered Surveyors (MRICS). |
| Total number of Executive Directors | 2 |
|---|---|
| % of the Board | 28.57 |
| EXTERNAL PROPRIETARY DIRECTORS | ||||
|---|---|---|---|---|
| Personal or corporate name of board member |
Individual or corporate name of the significant shareholder that he/she represents or that proposed his/her appointment |
Profile | ||
| MR. STANISLAS HENRY |
IVANHOÉ CAMBRIDGE, INC. |
Mr. Stanislas Henry is an independent non-executive director of the Company. He is a French citizen and resident and holds an MBA from INSEAD (1996). He is currently Vice President of Ivanhoé Cambridge Europe, where he heads all Operations and Strategic Alliances in Europe. He started his career in Corporate Finance at Paribas Group from 1988 to 1995, holding positions in branches of this group in Paris (Project and media financing), London (LBO financing) and New York (European Corporate Desk). He then spent five years at GE Capital and GE Real Estate in London and Paris in business development functions, contributing to GE's increased presence in European real estate markets (in France, UK, Spain and Italy). After a year in the M&A and Treasury functions of Allianz France (ex AGF), he joined Credit Agricole Group where he led M&A activities in the real estate sectors from 2002 to 2008 within CA CIB. He eventually joined Amundi Real Estate, the Asset Management arm of Credit Agricole Group, where he created the institutional real estate funds department, developing this activity to reach €12Bn of AUM real estate assets across Europe. He joined Ivanhoé Cambridge in May 2019. |
| Total number of proprietary directors | 1 |
|---|---|
| % of the Board | 14.29 |
| INDEPENDENT EXTERNAL DIRECTORS | |||
|---|---|---|---|
| Personal or corporate name of board member |
Profile | ||
| MR. FERNANDO BAUTISTA SAGÜÉS |
Mr.Fernando Bautista Sagüés is an independent non-executive Director of the Company. He holds a degree in Law from the University of Deusto and a degree in Economics and Business Administration from the Catholic Institute of Business Management (ICADE), has been a member of the Madrid Bar Association since 1981, is a registered commercial mediator with the Ministry of Justice and an ESG advisor certified by the European Financial Planners Association (EPFA). Mr. Fernando Bautista Sagüés became a partner of the law firm J&A Garrigues in 1989 and, after its merger with Arthur Andersen, became a partner of Arthur Andersen Worldwide in 1996. Two years later, in 1998, he became a partner at Freshfields. Between 2014 and 2018 he was an independent non-executive director of Axiare Patrimonio and between 2014 and 2022 he was secretary of the Sustainable Development Committee of Iberdrola, S.A. He is currently an independent director of Abante Asesores, S.A. and advises as an independent lawyer on corporate and financial law and ESG matters. |
| INDEPENDENT EXTERNAL DIRECTORS | ||||
|---|---|---|---|---|
| Personal or corporate name of board member |
Profile | |||
| MR. DAVID JIMENEZ-BLANCO CARRILLO DE ALBORNOZ |
Mr. David Jiménez-Blanco Carrillo de Albornoz is an independent non-executive director of the Company. He holds a degree in Economics and Business Administration from CUNEF. Mr. Jiménez-Blanco worked at Goldman Sachs International from 1995 to 2006, where he was responsible for the European Industrial Clients Group and the investment banking teams in Spain and Portugal. Between 2006 and 2009, Mr. Jiménez-Blanco was Chairman of Merrill Lynch Capital Markets España, S.A, Sociedad de Valores, Head of Investment Banking and Global Markets of the same firm in Spain and Portugal, and member of the EMEA Investment Banking Operating Committee. Between 2010 and 2013, he was a partner at BK Partners, a firm dedicated to direct investment in Mexico; between 2013 and 2016 he was CFO of World Duty Free SpA, a Milan listed company, and between 2016 and 2020 he was Head of Restructuring at Abengoa. Between 2011 and 2012 he was a Director of Atento (a subsidiary of the Telefonica group) and between 2014 and 2018 he was an independent Director of Axiare Patrimonio. Currently and since 2020, he is Chairman of the Sociedad Rectora de la Bolsa de Madrid, Vice-Chairman of Bolsas y Mercados Españoles and independent Director of SIX Group. He is also Chairman of Gawa Capital, an impact investment fund manager, and a member of the Advisory Board of CUNEF Universidad. |
|||
| MR. LUIS MARÍA ARREDONDO MALO |
Mr. Luis Maria Arredondo Malo is a Civil Engineer and holds the Professional Merit Medal of the I.C.C.P. College. He has also completed a Senior Programme in Business Administration (P.A.D.E) at the IESE Business School (University of Navarra). Between 1969 and 1975 he worked in the Spanish Ministry of Public Works as a project engineer. Between 1975 and 1978 he was General Manager of the construction company S.A.C.R.A., part of the Belgian C.F.E. Group. In 1980 and until 1988 he was General Manager of Corporación Inmobiliaria Hispamer (CIH) and General Manager of Sociedad de Edificaciones de Madrid y Provincia, S.A. (EMPSA). In 1988 and until 1994 he was Chief Executive Officer (CEO) of Inmobiliaria Zabálburu, S.A., a company listed on the Spanish stock market. During this period, the real estate company grew rapidly and steadily. Between 1994 and 2006, he was CEO of Inmobiliaria Urbis, a position he held simultaneously with that of Chairman during 2006, a company which, in that period, reached a market value of 3,400 million euros. Between 2006 and 2013, he was Chairman and CEO of Santander Global Property, Banco Santander's asset management company, with major international projects in cities such as Madrid, Sao Paulo, Mexico City, Monterrey, Miami and Berlin. Between 2014 and 2018, he was Chairman of the Board of Directors of Axiare Patrimonio, one of the largest SOCIMI's listed on the Spanish stock market, and acquired by Inmobiliaria Colonial. |
|||
| MR. CATO HENNING STONEX |
Mr. Cato Henning Stonex is an independent non-executive director of the Company. He holds a BSC (Econ) from the London School of Economics and Political Science. From 2006 to 2016 he was a Governor and in 2016 he was appointed Governor Emeritus. Mr Cato Henning Stonex is a director of LSE Ideas (think tank) and is a member of the Investment Committee. Mr Cato Henning Stonex joined Morgan Grenfell & Co in 1986, where he became a trader of European government bonds. In 1989, he joined J.Rothschild Administration as a fund manager. In 1996 he was a founding partner of Taube Hodson Stonex. In 2016, Taube Hodson Stonex merged with Global Asset Management. Cato Henning Stonex is currently a director of WMC Capital Ltd and Stonex Capital Partners Ltd, focusing on international small and mid-cap investments. He was an independent non-executive director of Axiare Patrimonio from 2017 to 2018. |
| Total number of independent directors | 4 |
|---|---|
| % of the Board | 57.14 |
List any Independent Directors who receive any amount or payment from the company or its corporate group other than standard director remuneration, or who maintain or have maintained during the last financial year a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior officer of an entity, which maintains or has maintained such a relationship.
Where applicable, include a reasoned statement from the Board detailing why it believes that the said director will be able to perform his/her duties as an independent director.
| Personal or corporate name of board member |
Description of the relationship | Reasoned statement |
|---|---|---|
| No data available |
| OTHER EXTERNAL DIRECTORS | |||||||
|---|---|---|---|---|---|---|---|
| Give details of any other external directors and list the reasons why they cannot be considered proprietary or independent directors. Give details of their relationships with the company, its executives or shareholders: |
|||||||
| Personal or corporate name of board member |
Company, manager or shareholder Reasons Profile to whom he/she is linked |
||||||
| No data available | |||||||
| Total number of other external directors | N.A. |
|---|---|
| % of the Board | N.A. |
List any changes in the category of each director that have occurred during the period reported:
| Personal or corporate name of board member |
Date of change | Previous category | Current category |
|---|---|---|---|
| No data available |
| Number of female board members | % of the total number of directors of each type | |||||||
|---|---|---|---|---|---|---|---|---|
| FY 2022 | FY 2021 | FY 2020 | FY 2019 | FY 2022 | FY 2021 | FY 2020 | FY 2019 | |
| Executive | 1 | 1 | 1 | 1 | 50.00 | 50.00 | 50.00 | 0.00 |
| Proprietary | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Independent | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Others | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Total | 1 | 1 | 1 | 1 | 14.29 | 14.29 | 14.29 | 0.00 |
C.1.5 State whether the company has diversity policies that apply to its board of directors on such questions as age, gender, disability and professional training and experience. Small and medium-sized enterprises, as these are defined in the Accounts Audit Act, must at least report the policy they have implemented in relation to gender diversity.
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 describe the specific measures adopted by the board of directors and the appointments and remuneration committee to achieve a balanced and diverse group 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 approved a director selection policy which ensures that the procedures used to select directors favour diversity in respect of gender, experience and knowledge and that they are free from any implicit bias that might involve some form of discrimination. It also ensures that candidates for the position of non-executive director have sufficient time available to properly perform their duties.
C.1.6 Explain the measures agreed by the appointments committee, where applicable, to ensure that selection processes are not subject to any implicit bias that would make it difficult to select female directors, and to ensure that the company makes a conscious effort to search for and include female candidates who have the required professional profile, thus allowing for a balanced presence between men and women.
The Company has a Director Selection Policy, approved by the Board of Directors and in force, through which it ensures that director selection procedures favour diversity of gender, experience, and knowledge, and do not suffer from implicit biases that could imply any discrimination. Thus, in keeping with this commitment, the General Shareholders' Meeting for financial year 2020 approved, at the proposal of the Appointments and Remuneration Committee, the appointment of a female director, setting the number of directors at seven.
When, in spite of the measures taken (where applicable), there are few or no female directors, please give the reasons why this is the case:
As indicated in the previous section, it is the Company's objective to continue to ensure gender diversity, evaluating all applications on a case-by-case basis.
C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance verification of compliance with the policy aimed at favouring an appropriate composition of the board of directors.
The Company has established a Director Selection Policy based on an analysis of the Company's needs. Candidates for Directors shall be persons of recognised prestige, solvency, competence, qualifications, training, availability and commitment to the function. Furthermore, they must be professionals of integrity whose conduct and professional career are in line with the mission, vision and values of the Company. Likewise, it is the Company's will to achieve the diversity policies and fulfil the objectives set with regard to the participation of women on boards of directors. In this regard, the General Meeting of Shareholders of the financial year 2020 approved, at the proposal of the Appointments Committee, the appointment of a female director, setting the number of directors at seven.
C.1.8 Explain, where applicable, the reasons why proprietary directors have been appointed at the request of shareholders who hold less than 3% of the share capital:
| Personal or corporate name of shareholder |
Reasons |
|---|---|
| No data available |
Provide details of any rejections of formal requestsfor board representation from shareholders whose shareholding interest is equal to or greater than that of other shareholders who have successfully requested the appointment of proprietary directors. Where applicable, explain the reasons why they were rejected.
[ ] Yes
[ √ ] No
C.1.9 Where applicable, give details of the powers and duties delegated by the board of directors to directors or board committees, including those related to the possibility of issuing or repurchasing shares:
| Personal or corporate name of board member or committee |
Brief description |
|---|---|
| MR. LUIS ALFONSO LÓPEZ | Each and every one of the powers accorded to the Board of Directors which may be |
| HERRERA-ORIA | subject to delegation under Law, Bylaws and the Board of Directors' Regulations |
C.1.10 List the directors, if any, who hold office as directors, directors' representatives or executives in other companies belonging to the listed company's group:
| Personal or corporate name of board member |
Name of the group company |
Position | Does he/she have executive powers? |
|---|---|---|---|
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA |
Árima Investigación, Desarrollo e Innovación, S.L.U. |
Representative of the Sole Director |
YES |
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA |
Árima Investments, S.L. | Representative of the Sole Director |
YES |
C.1.11 Where applicable, list any directors or directors' representatives that are legal entities and are members of the board of directors or the representatives of 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:
| Personal or corporate name of board member | Name of the listed company | Position |
|---|---|---|
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA | Rodex Asset Management, S.L. | SOLE DIRECTOR |
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA | Agrodesarrollos Integrados, S.L. | SOLE DIRECTOR |
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA | Inmodesarrollos Integrados, S.L. | SOLE DIRECTOR |
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA | Puerto Feliz, S.A. | SOLE DIRECTOR |
| MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA | Heracles Proyectos y Promociones Inmobiliarias, S.A. | SOLE DIRECTOR |
| MS. CHONY MARTÍN VICENTE-MAZARIEGOS | OPDENERGY S.A. | DIRECTOR |
| MR. LUIS MARÍA ARREDONDO MALO | Nieve de Andalucía. S.L. | PRESIDENT |
| MR. LUIS MARÍA ARREDONDO MALO | Castellar Ingenieros S.L.U. | DIRECTOR |
| MR. LUIS MARÍA ARREDONDO MALO | Aljaral S.A.U. | PRESIDENT |
| MR. LUIS MARÍA ARREDONDO MALO | Rústica Consolación S.L. | PRESIDENT |
| DIRECTOR |
|---|
| DIRECTOR |
| Sociedad Rectora De La Bolsa De Valores De Madrid S.A. PRESIDENT |
| PRESIDENT |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR |
| DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR MANAGER DIRECTOR DIRECTOR DIRECTOR |
Indicate, if applicable, any other remunerated activities of the directors or representatives of the directors, whatever their nature, other than those indicated in the table above.
| Personal or corporate name of board member | Other remunerated activities |
|---|---|
| No data available |
C.1.12 State and, where applicable, explain whether the company has established rules on the maximum number of company boards on which its directors may hold seats, identifying, where appropriate, where this is regulated:
| [ √ ] | Yes |
|---|---|
| [ ] |
No |
Explanation of the rules and identification of the document where this is regulated.
In accordance with Article 21, section 2.a of the Board of Directors Regulations, under no circumstances may a director be a member of more than 5 Boards of Directors.
C.1.13 Give details of the following amounts paid in relation to the overall remuneration received by the board of directors:
| Amount of remuneration accrued by the board (thousands of euros) | 2,069 |
|---|---|
| Value of rights accumulated by current board members in respect of pensions with vested economic rights (thousands of euros) |
|
| Value of rights accumulated by current board members in respect of pensions with non-consolidated economic rights (thousands of euros) |
|
| Value of rights accumulated by former board members in respect of pensions (thousands of euros) |
| Name or corporate name | Position/s |
|---|---|
| No data available |
C.1.15 Indicate whether any changes have been made to the board regulations during the year:
Description of changes
On 19 May 2022, the Board of Directors, following a proposal by the Audit and Control Committee, which was accompanied by the corresponding explanatory report, unanimously approved the amendment of articles 5.3. o) and s), 10, 11, 12, 15, 17, 22 and 25. 8 of the Board of Directors' Regulations in order to adapt their content to the new features introduced by Law 5/2021 of 12 April, amending the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies (the "Law 5/2021 of 12 April"). This amendment was approved by the General Meeting of Shareholders held on 28 June 2022.
C.1.16 Give details of the procedures for selecting, appointing, re-electing and removing Directors. List the competent bodies and the processes and criteria used for each procedure.
The selection policy for candidates for the position of director establishes that candidates for the Company's Board of Directors will be selected on the basis of the following principles:
The aim will be to ensure that the Board of Directors comprises a balanced membership with the majority being Non-Executive Directors and with a reasonable ratio of Proprietary and Independent Directors.
The Board of Directors shall ensure that the procedures for the selection of Directors favour diversity of gender, experience and knowledge and are free from any implicit bias that might lead to discrimination. It will also ensure that candidates for Non-Executive Directors have sufficient time available to properly perform their duties.
Additionally, the process of selecting candidates for the position of Director will begin with a preliminary analysis of the needs of the Company and its Group. This analysis will be carried out by the Company's Board of Directors, with advice and a mandatory prior supporting report from the Appointments and Remuneration Committee.
The supporting report from the Appointments and Remuneration Committee shall be published when convening the General Shareholders' Meeting to which the ratification, appointment or re-election of each Director is to be submitted.
The Appointments and Remuneration Committee will annually verify compliance with the Board Member Selection Policy and will detail its findings in the Annual Corporate Governance Report.
C.1.17 Explain the extent to which the annual appraisal of the Board has given rise to significant changes in its internal organisation and the procedures applicable to its activities:
Description of changes
No data available
Describe the appraisal process and the areas assessed by the Board of Directors with the help, where required, of external advisors, regarding the function and composition of the board and its committees and any other area or aspect that has been subject to appraisal.
The Board of Directors shall conduct an annual self-assessment of its operation and of its Commissions and Committees, in particular the diversity in the composition and competence of the Board of Directors, as well as the performance of the Chairman of the Board of Directors, the Chief Executive Officer of the Company and of the different Directors, paying special attention to the heads of the different Board Commissions and Committees, and it shall take the appropriate measures for their improvement.
The result of this assessment shall be recorded in the minutes of the meeting or attached to this report as an appendix.
The assessment of the various Board Commissions and Committees should start from the reports they send the Board of Directors, while that of the Board itself should start from the report drafted by the Appointments and Remunerations Committee.
Every three years, the Board of Directors shall be assisted in carrying out the assessment by an External Consultant, whose independence shall be verified by the Appointments and Remuneration Committee.
Any business relationships that the consultant (or any company from its group) maintains with the Company (or any company within the Group) must be listed in the Annual Corporate Governance Report. The process and the areas assessed will be described in the aforementioned Annual Corporate Governance Report.
The evaluation of the Board by an external expert was completed in 2022. The consultant who assisted the Company in the evaluation of the Board of Directors provides general legal advisory services to the Company and its group on commercial, corporate, tax, labour, real estate, industrial and intellectual property and any other matters related to the operation of a listed real estate company. The total fees obtained by this consultant and its group companies as a result of the services rendered during the financial year 2022 amount to 117 thousand euros, representing 1.5% of the Company's total turnover during said financial year, corresponding to services rendered by external suppliers, and representing a value of less than 0.02% of the consultant's total turnover in Spain.
C.1.19 Indicate the cases in which Directors are obliged to resign.
Article 12 of the Board of Directors' Regulations regulates the dismissal and removal of Directors: 1. Directors must relinquish their post and formalise their resignation whenever any of the grounds set out in law for incompatibility or disqualification from holding the position of director become apparent, and also in the following cases:
a) In the case of proprietary directors, when the shareholder at whose request they were appointed transfers the entire holding that it had in the Company or reduces it to such a level that this requires a reduction in the number of its proprietary directors.
b) When the Board itself requests this by a majority of at least two thirds (2/3) of its members, due to the director having infringed his/her obligations, following a proposal or report from the Appointment and Remuneration Committee, or when his/her remaining on the Board could endanger the Company's credit and reputation.
recommendation on the subject of corporate governance or has become bound by any of the circumstances preventing his/her appointment as an independent director. Notwithstanding the foregoing, the Board may also propose the removal of independent directors resulting from takeover bids, mergers or other similar corporate operations that imply a change in the Company's capital structure, when such changes in the structure of the Board are supported by the criterion for proportionality set out in article 9, section 3, above.
repeated resolutions regarding which the director has set down on record his/her reservations and as a consequence of this has decided to resign, this circumstance shall be expressly stated in his/her resignation letter. This provision also applies to the secretary of the Board, even if he/she is not a director. 5. Notwithstanding the above, the removal of directors may be approved by the General Shareholders' Meeting at any moment, even when not provided for in the meeting's agenda.
Where applicable, describe the differences.
| article 31.6 itself. | Article 31 of the Regulations of the Board of Directors establishes in section 6 that the favourable vote of a qualified majority of directors will be necessary for (i) the approval of the report necessary for the General Meeting to approve the establishment of the compensation system for directors and management of the Company, consisting of the delivery of shares or rights over them, for (ii) the modifications with respect to the Company's business and for (iii) the modification of |
|
|---|---|---|
| Likewise, article 4.3. of the Board Regulations establishes a 2/3 majority of the Board to be able to modify the Regulation itself, and 12.1. b) of the Board Regulations establishes a 2/3 majority of the Board in order to request termination or resignation of the Directors. |
||
| C.1.21 | Indicate whether there are any specific requirements, other than those that apply to directors, to be appointed chairman of the board of directors: |
|
| [ ] |
Yes | |
| [ √ ] | No | |
| C.1.22 | Indicate whether the articles of association or the board regulations set any age limit for directors: | |
| [ ] |
Yes | |
| [ √ ] | No | |
| C.1.23 | State whether the articles of association or the board regulations establish any term limits or other stricter requirements | |
| for independent directors in addition to those that are required by law: | ||
| [ ] |
Yes | |
| [ √ ] | No | |
C.1.24 Indicate whether the articles of association or the board regulations stipulate specific rules for delegating voting rights on the board of directors, how this is done and, in particular, the maximum number of times that voting rights may be delegated to a board member, as well as whether there is any limitation on the categories of director to whom proxies can be delegated, beyond the restrictions imposed by law. Where applicable, detail these briefly.
Article 31.2 of the Board of Directors' Regulations states that directors must attend board meetings in person, notwithstanding the contents of paragraph 8 of Article 30. However, directors may be represented by another director in accordance with the legislation in force from time to time. The power of representation shall be granted especially for the board meeting in question, and it may be notified using any of the means provided for in paragraph 5 of Article 30 of the Regulations.
C.1.25 Indicate the number of board meetings held during the year. Indicate how many times the board has met without the chairman in attendance. Attendance will also include proxies appointed with specific instructions.
| Number of board meetings | 7 |
|---|---|
| Number of board meetings held without the chairman's attendance |
0 |
State the number of meetings held by the coordinating director with the other directors when no executive director was present either in person or by proxy:
| Number of meetings | 0 |
|---|---|
| -------------------- | --- |
Indicate the number of meetings held of the various board committees during the year:
| Number of meetings of the AUDIT COMMITTEE |
6 |
|---|---|
| Number of meetings of the APPOINTMENTS AND REMUNERATION COMMITTEE |
5 |
C.1.26 State the number of meetings held by the board of directors during the year and details of the number of members in attendance:
| Number of meetings held with at least 80% of board members present in person | 5 |
|---|---|
| % of personal attendance over total votes during the year | 71.43 |
| Number of meetings at which all board members were present in person or represented by proxy with specific instructions |
2 |
| % of votes issued at meetings in person or by proxy with specific instructions over total votes during the year |
28.57 |
[ √ ]
No
Identify, where applicable, the person(s) who certified the company's individual and consolidated annual accounts prior to their authorisation for issue by the board:
C.1.28 Explain the mechanisms, if any, put in place by the board of directors to ensure that the individual and consolidated financial statements prepared by the board are not presented at the general shareholders' meeting with a qualified audit report.
The Company, continuing with the development of a rigorous internal control system, prepared an Internal Control over Financial Reporting System (ICFRS) Management Manual, approved by the Board of Directors of the Company in financial year 2021. The purpose of the ICFR Manual is to establish the basis for the maintenance, review, reporting and supervision of Árima's ICFRS, ensuring that the risks of errors, omissions or fraud in financial information are adequately controlled, whether by prevention, detection, mitigation, compensation or correction, providing reasonable assurance that the risks of errors, omissions or fraud in financial information are adequately controlled, either by prevention, detection, mitigation, compensation or correction, providing reasonable assurance that the risks of errors, omissions or fraud are adequately controlled.
providing reasonable assurance that internal controls are operating effectively and contribute to ensuring the reliability of the Company's financial information. The Company's ICFRS was verified by the external auditor with a satisfactory result.
In addition, the annual accounts are subject to an audit process. In this respect, article 40 of the Board of Directors' Regulations regulates relations with the external auditors in the following terms:
The relations of the Board of Directors with the external auditors of the Company shall be channelled through the Audit and Compliance Committee.
The Board of Directors shall refrain from engaging audit firms whose fees that the company and the companies in its group expect to pay, for all concepts, are greater than five (5%) per cent of the revenues of the audit firm in Spain during the immediately preceding year.
The Board of Directors shall endeavour to definitively formulate the accounts in such a way that there are no qualifications or reservations in the audit report, and in the exceptional cases in which they do exist, both the chairman of the Audit and Compliance Committee and the auditors shall clearly explain to the shareholders the content and scope of such reservations or qualifications. In accordance with the foregoing, the Audit Committee supervises both the conclusions and financial statements obtained by the financial department once the financial closing process has been executed, as well as the conclusions obtained by the external auditor following its audit process, both verifying the application of the accounting regulations in force at any given time. This supervisory work is carried out prior to the Board of Directors' meeting at which the annual accounts are drawn up, so that the level of assurance over the financial statements issued is total.
C.1.29 Isthe board secretary also a member of the board?
If the Secretary does not have the status of director, please complete the following table:
| Personal or corporate name of board secretary |
Representative |
|---|---|
| MR. IVÁN AZINOVIC GAMO |
C.1.30 Give details of the specific measures established by the company to ensure the independence of its external auditors and, where applicable the mechanisms implemented to maintain the independence of financial analysts, investment banks, and rating agencies, including how the provisions set out in law have been implemented in practice.
(i) to bring before the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor (which must be international firms of acknowledged standing), along with the terms of their engagement;
Section five of Article 35 of the Board of Directors' Regulations establishes the following duties for the Audit and Control Committee in relation to the external auditor:
(ii) to receive information from the external auditor on a regular basis regarding the audit plan and the results of its execution, and to check that the management takes its recommendations into account;
(iii) to ensure the independence of the external auditor and, to that end, ensure that the Company informs the CNMV (Spanish Securities Market Commission) of the change of auditor as a significant event, enclosing a declaration on the possible existence of disagreements with the outgoing auditor and their content, where applicable; and in the event that the external auditor resigns, to examine the circumstances that caused its resignation. The Audit and Control Committee must establish the appropriate relations with the account's auditors or auditing companies in order to receive information on those questions that could endanger their independence, so that these can be examined by the Audit and Control Committee, along with any other questions relating to the process of conducting the accounts audits and any other communications provided for in the legislation on accounts audits and auditing standards. In all cases, they must receive written confirmation each year from the account's auditors or the auditing companies regarding their independence from the company and any companies directly or indirectly related to it, along with information on additional services of any kind that have been provided to these companies by the said auditors or companies or parties related to them, in accordance with the provisions of Spanish Accounts Auditing Act 22 of 20 July 2015;
developments in the Company's risk and accounting positions;
(viii) to ensure that the Company and its external auditor respect the regulations in force on the provision of services other than auditing, the limits on the concentration of the auditor's business and, in general, all other regulations governing the independence of auditors.
In addition, prior to the issue of the accounts audit report, the Audit and Control Committee must produce an annual report in which it gives an opinion on the independence of the account's auditors or auditing companies. This report must, in all cases, include a statement regarding the provision of the additional services referred to in section b), point (iii), above.
If there have been disagreements with the outgoing auditor, explain the reasons:
| Company | Group companies |
Total | |
|---|---|---|---|
| Fees for non-audit work (thousands of euros) |
10 | 0 | 10 |
| Amount invoiced for non auditing work / Amount for auditing work (as a %) |
9.62 | 0.00 | 9.62 |
C.1.34 Indicate the number of consecutive years during which the current audit firm has been auditing the company's individual and/or consolidated annual financial statements. Likewise, indicate for how many yearsthe current firm has been auditing the financial statements as a percentage of the total number of years over which the annual accounts have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of consecutive years | 5 | 5 |
| Individual | Consolidated | |
| Number of years audited by the current audit firm / number of years the company or its group have been audited (as a %) |
100.00 | 100.00 |
C.1.35 Indicate whether there are procedures for directors to receive the information they need in sufficient time to prepare for meetings of the governing bodies and, where applicable, give details:
| [ √ ] | Yes | |
|---|---|---|
| [ | ] | No |
Section 5 of Article 30 of the Board of Directors' Regulations establishes the following:
Meetings of the Board of Directors will be notified by letter, fax, telegram, email or any other means that provides proof of receipt, and notification will be authorised with the signature of the chairman, or with the signature of the secretary or deputy secretary, by order of the chairman. Such notifications shall be sent sufficiently in advance so that they are received by board members no later than the third day before the date set for the meeting, except in the case of urgent meetings, which may even be convened and held immediately. This shall exclude those cases in which the Regulations require a specific period of advance notice. Notifications shall always include the place, date and time at which the meeting is to be held and, unless duly justified, the meeting's agenda, and they shall be accompanied by any information deemed necessary in order to debate and adopt resolutions on the items to be discussed, unless the Board of Directors has been constituted or exceptionally convened for reasons of urgency.
In this regard, the company's usual practice is to make all information available to board members a week before the meeting is to be held.
Details of the regulations
Article 21 of the Board of Directors' Regulations governs the duty of notification on the part of directors:
Directors shall inform the Company of any stake that they or their Related Parties hold in the capital of any company with the same or a similar or complementary kind of business activity to the one forming the corporate purpose, giving details of any positions held or duties performed at the company in question. They shall also inform the Company of any activity that they engage in, either for themselves or for others, that is complementary to the one forming the Company's the corporate purpose. All such information shall be included in the notes to the annual accounts and in the Annual Corporate Governance Report, in accordance with legal requirements.
Directors must also notify the Company:
a) of all the posts held and the activities carried out in other companies or organisations, along with any other professional obligations. In particular, and prior to accepting any appointment as a director or executive in another company or organisation, directors must consult the Appointments and Remuneration Committee. No Director may, under any circumstances, sit on more than five (5) Boards of Directors;
b) of any material change in their professional situation that may affect the nature or condition by virtue of which they had been appointed as directors;
c) of any judicial, administrative or other proceedings that they may be involved in and that, due to their characteristics or importance, could have a serious impact on the Company's reputation. In particular, all directors must inform the Company, through its Chairman, of any cases in which they are arraigned, or if a court decides to hold a trial involving them in connection with any of the crimes listed in Article 213 of the Spanish Capital Companies Act. In such cases, the Board of Directors shall examine the matter as promptly as possible and adopt any resolutions it deems appropriate in the Company's best interests; d) of any holding taken directly or indirectly in the Company's share capital by the director or any of his/her Related Parties, and of any change to that holding, and of any transaction that is engaged in directly or indirectly by the director or any of his/her Related Parties in relation to the Company's share capital. For these purposes, the term "Related Parties" shall be understood to include any other persons who are deemed to have close ties with directors, pursuant to the terms of Article 3 of Regulation (EU) 596/2014 of the European Parliament and Council of 16 April 2014 on market abuse (market abuse regulation); and
e) in general, of any fact or situation that may be of relevance to their actions as a director of the Company.
Árima Real Estate Socimi, S.A. has an incentive scheme for the Company's team. This plan was approved at the General Shareholders' Meeting of 26 September 2018 and amended at the General Shareholders' Meeting of June 29, 2021, can be found in the information prospectuses for the Company's IPO and share capital increases, which have been registered with the Spanish Securities Market Commission (CNMV). As set out for information purposes in the prospectus, if there is a change of control as a consequence of a public share offering, in accordance with the terms of Royal Decree 1066 of 27 July 2007 on public tenders for the acquisition of securities, this event shall be classified as a liquidation event, as this is defined in the incentive scheme. This plan may be settled both in shares or in cash, at the Board of Directors discretion. Likewise, in the event of a change of control, it may cause the dismissal of the CEO and the Management Team with the settlement of the indemnities provided for in their contracts.
C.1.39 Identify and provide detailed information, individually in respect of directors and in aggregate form in all other cases, regarding any agreements between the company and its administrative officers, executives and employees that offer compensation, guarantees or protection clauses in the event of their resignation or unfair dismissal, or that provide for their contractual termination as a result of a takeover bid or other kinds of operations.
| Number of beneficiaries | 8 |
|---|---|
| Type of beneficiary | Description of the agreement |
| CHIEF EXECUTIVE OFFICER AND MANAGERS | The services contract entered by the company and the CEO establishes that if the company terminates the contract without just cause (i.e., unfair dismissal as defined by the Spanish Workers' Statute), the Managing Director will be entitled to receive compensation in cash equivalent to two (2) years' total annual remuneration at the most recent rate. In addition, six of the Company's managers, excluding the managing director, have clauses that offer them compensation in the event of the termination of their employment contracts on any grounds other than a disciplinary action deemed lawful or the voluntary resignation of the manager him/herself. Managers would receive the same compensation in other cases, such as a change of control. In the event that managers are entitled to receive compensation, this will be two years' total annual remuneration at the most recent rate. |
Indicate whether, beyond the cases provided for in law, these contracts have been notified to and/or approved by the company's or the group's management bodies. If they have, specify the procedures and events provided for and the nature of the bodies responsible for their approval or for making this notification:
| Board of directors | General Shareholders' Meeting |
|
|---|---|---|
| Body that authorises clauses | √ | |
| Yes | No | |
| Is the General Shareholders' Meeting informed of such clauses? |
√ |
C.2.1 Give details of all of the fees paid to the board of directors, its members, and the proportion of executive, proprietary, independent and other external directors that they represent:
| AUDIT COMMITTEE | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name Position Category |
||||||||
| MR. STANISLAS HENRY | MEMBER | Proprietary | ||||||
| MR. CATO HENNING STONEX | MEMBER | Independent | ||||||
| MR. FERNANDO BAUTISTA SAGÜÉS | CHAIRMAN | Independent |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 33.33 |
| % of independent directors | 66.67 |
| % of other external directors | 0.00 |
Explain the duties exercised by this committee, including, where applicable, any duties that are additional to those set out in law, and describe the rules and procedures it follows for its organisation and function. For each of these duties, briefly describe the most important actions taken during the year and how, in practice, the committee has performed each of the duties attributed to it, either by law or pursuant to the articles of association or other corporate resolutions.
The primary function of the Audit and Control Committee is to support the Board of Directors in its oversight role by regularly reviewing the process for the preparation of economic and financial information, its internal controls and the independence of the external auditor.
Identify the board members who are members of the audit committee and have been appointed considering their knowledge and experience of accounting or auditing or both and state the date that the Chairman of this committee was appointed.
| Names of directors with experience |
MR. STANISLAS HENRY / MR. CATO HENNING STONEX / MR. FERNANDO BAUTISTA SAGÜÉS |
|---|---|
| Date of appointment of the Chairman |
10/11/2021 |
| APPOINTMENTS AND REMUNERATION COMMITTEE | |||||||
|---|---|---|---|---|---|---|---|
| Name | Position | Category | |||||
| MR. STANISLAS HENRY | MEMBER | Proprietary | |||||
| MR. CATO HENNING STONEX | MEMBER | Independent | |||||
| MR. DAVID JIMÉNEZ-BLANCO CARRILLO DE ALBORNOZ |
CHAIRMAN | Independent | |||||
| % of executive directors | 0.00 | ||||||
| % of proprietary directors | 33.33 | ||||||
| % of independent directors | 66.67 | ||||||
| % of other external directors | 0.00 |
Explain the duties exercised by this committee, including, where applicable, any duties that are additional to those set out in law, and describe the rules and procedures it follows for its organisation and function. For each of these duties, briefly describe the most important actions taken during the year and how, in practice, the committee has performed each of the duties attributed to it, either by law or pursuant to the articles of association or other corporate resolutions.
The main duty of this committee is essentially to provide the Board of Directors with support and assistance in relation to the proposed appointment, re-election, approval and dismissal of board members, the setting-up and overseeing of payment policy for the Company's board members and directors, the monitoring of directors' compliance with their duties, particularly as regards conflicts of interest and related-party transactions, and the supervision of compliance with the Internal Codes of Conduct and Corporate Governance regulations.
C.2.2 Complete the following table with information on the number of female board members sitting on the board's committees at the close of the last four financial years:
| Number of female board members |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| FY 2022 FY 2021 |
FY 2020 | FY 2019 | |||||||
| Number | % | Number | % | Number | % | Number | % | ||
| AUDIT COMMITTEE |
0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | |
| APPOINTMENTS AND REMUNERATION COMMITTEE |
0 | 0.00 | 0 | 0.00 | N.A. | N.A. | N.A. | N.A. |
C.2.3 Indicate, where appropriate, whether the board committees are subject to regulations, the place where they are available for consultation and any amendments made during the financial year. Also, indicate whether an annual report on the activities of each committee has been prepared voluntarily.
The rules of organization and operation of the Board Committees are set forth in Articles 34, 35 and 36 of the Regulations of the Board of Directors. The Regulations of the Board of Directors are available for consultation on the Company's website. Voluntary annual reports on the activities of each committee have been prepared.
D.1. Explain, where applicable, the procedures for approving related party or inter-group transactions and the bodies with the competence to grant this approval. Explain, if applicable, the procedure and competent bodies for the approval of transactions with related-parties and intra-group transactions, indicating the criteria and general internal rules of the company that regulate the abstention obligations of the affected directors or shareholders and detailing the internal reporting and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.
Article 22 of the Board of Directors Regulations establish the following procedure for the approval of related party transactions:
Related-party transactions carried out by the Company or its subsidiaries with directors, with significant shareholders holding 10% or more of the voting rights or represented on the Board of Directors of the Company, or with any other persons who should be considered related parties in accordance with International Accounting Standards, are subject to the authorisation of the Board of Directors, subject to a favourable report from the Audit and Compliance Committee, provided such transactions are not reserved for approval by the General Shareholders' Meeting, or with any other persons who must be considered related parties in accordance with International Accounting Standards, provided that the approval thereof is not reserved for the approval of the General Meeting of Shareholders, in accordance with the provisions of Article 529u of the Capital Companies Act. .
| Significant shareholder' s name or corporate name |
% of participation |
Name or corporate name of the group company or dependent entity |
Amount (thousan ds of euros) |
Approving body |
Identification of the significant shareholder or director who abstained from voting. |
The proposal to the board, if any, has been approved by the board without a majority of independent directors voting against it. |
|---|---|---|---|---|---|---|
| No data available |
| Name or corporate name of administrators or directors |
Nature of the relationship |
Nature of the operation and other information necessary for its evaluation |
|---|---|---|
| No data available |
D.3. List individually the significant operations due to their amount or subject matter carried out by the company or its dependent entities with the administrators or directors of the company, including those carried out with entities that the administrator or director directs individually or jointly, indicating which body was competent to approve them and whether any director or executive concerned abstained from voting. In the event that the competence has been that of the board, indicate whether the proposed resolution has been approved by the board without the vote against of the majority of the independent directors:
| Name or corporate name of administrators or directors or of their controlled entities or jointly controlled entities |
Name or corporate name of the related party |
Relationship | Amount (thousands of euros) |
Approving body |
Identification of the significant shareholder or director who abstained from voting. |
The proposal to the board, if any, has been approved by the board without a majority of independent directors voting against it. |
|---|---|---|---|---|---|---|
| MR. LUIS ALFONSO LOPEZ HERRERA ORIA |
Árima Real Estate Socimi, S.A. |
During the exercise, a member of the Board of Board of Directors has transferred a credit granted by the Company to a related related company, owned by ninety per cent ninety per cent owned by him: Rodex Asset Management. S.L. |
822 | Board of Directors |
NO |
| Name or corporate name of administrators or directors or of their controlled entities or jointly controlled entities |
Nature of the operation and other information necessary for its evaluation |
|---|---|
| MR. LUIS ALFONSO LOPEZ HERRERA-ORIA |
Shareholder |
D.4. List any intra-group operations significant due to their amount or relevant due to their subject matter carried out by the company with its parent company or with other entities belonging to the parent's group, including the entities dependent on the listed company, except that no other related party of the listed company has interests in said dependent entities or they are wholly owned, directly or indirectly, by the listed company.
In any case, information shall be given regarding any intra-group transactions carried out with entities established in countries or territories that have the status of tax haven:
| Name of the group company |
Brief description of the operation and other information necessary for its evaluation |
Amount (thousands of euros) |
|---|---|---|
| Árima Investments, S.L. |
On the occasion of the participating loan granted to the company of the Árima Investments, S.L., the Company has made funds available to the latter for the development of its activities during the current financial year. |
1,503 |
D.5. Detail individually the significant operations due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties that are related in accordance with the International Accounting Standards adopted by the EU, which have not been reported in the previous headings.
| Name or corporate name of the related party |
Brief description of the operation | Amount (thousands of euros) |
|---|---|---|
| No data available |
Article 17 of the Board of Directors' Regulations governs conflicts of interest in the following terms:
A conflict of interest shall be deemed to exist in those situations in which the interests of the Company or of the companies forming part of its group and the personal interest of the director directly or indirectly conflict. A director's personal interest shall exist when the matter affects him or her or a Related Person (as defined below).
(iv) companies in which the person subject to the Regulation, either directly or through an intermediary, has or may have, directly or indirectly, control, in accordance with the situations referred to in Article 42 of the Commercial Code;
a) communication: a director shall notify the Board of Directors, through the chairman or the secretary, of any situation of conflict of interest in which he finds himself;
b) abstention: directors must abstain from attending and intervening in the deliberation and voting phases of those matters in which they are involved in a conflict of interest and, consequently, they shall not be taken into account in such cases for the purposes of calculating the quorum. In the case of proprietary directors, they must abstain from voting on matters that may involve a conflict of interest between the shareholders proposing their appointment and the company;
c) transparency: in the Annual Corporate Governance Report, the Company shall report any conflict of interest in which the directors are involved, whether notified by the affected party or by any other means.
The provisions of this article may be further developed through the corresponding rules that may be issued by the Board of Directors, including the Internal Regulations of Conduct.
D.7. Indicate whether the company is controlled by another entity within the meaning of Article 42 of the Commercial Code, listed or unlisted, and has, directly or through its subsidiaries, business dealings with that entity or any of its subsidiaries (other than those of the listed company) or engages in activities related to those of any of them.
[ √ ] No
The Board of Directors is the body responsible for determining the risk control and management policy, identifying the Company's main risks, implementing the appropriate internal control and information systems, and carrying out regular monitoring of the main risks to which the Company is exposed. By virtue of the above, the Board of Directors of the Company has approved the Risk Control and Management Policy and the Risk Management Manual. This establishes a systematic and preventive procedure, in line with international standards of reference in risk management to address risks by anticipating, preventing and detecting them. The risk management system considers both the company's own characteristics and those of the economic, geographical and regulatory environments in which it operates. The risk management policy and strategy is the responsibility of the Board of Directors. However, all members of the organisation are involved and responsible for ensuring the success of the risk management system.
The Board of Directors is the body responsible for approving the Company's strategy and the organisation required to put it into practice, as well as for supervising and ensuring that the Management meets the stated targets. In addition, the Board is responsible for ensuring that, in relations with all the parties that have a direct or indirect interest in the Company, the laws and regulations are duly complied with, obligations and contracts are fulfilled in good faith, the actions and best practices of the sectors and areas in which the company carries out its activities are respected, and any other principles of social responsibility that the company has accepted voluntarily are duly observed. Article 43 of the Company's Articles of Association establishes that the Board of Directors must create and maintain an Audit and Control Committee on a permanent and internal basis / Article 44 of the Company's Bylaws entrusts the Audit and Control Committee with the fundamental duty of acting as support to the Board of Directors in its supervisory work by carrying out a periodic review of the process for the preparation of economic and financial information, the Company's internal controls and the independence of the external auditor.
The following is a list of some of the main kinds of risk that may be encountered as a result of the Company's real estate and assets management activity, all of which are covered by the risk monitoring system.
Interest rate risk. The Company's interest rate risk arises from its financial debt. The Company occasionally engages in interest rate swaps to cover this risk.
The Company is not exposed to significant levels of credit risk, this being understood to mean the impact that the non-payment of receivables could have on its income statement. The company has policies that ensure that both sales and lettings are made to clients with an appropriate credit history.
The Company's Finance Department is responsible for managing liquidity risk in order to cover any existing payment obligations and/or any undertakings arising from new investments. To this end it analyses the expected cash flows.
The Company minimises this type of risk through its own strategy and business model. Árima invests in prime properties, with strong upside potential in the office, logistics and retail sectors, in the most consolidated areas. The Company has implemented a long-term business plan that focuses on value creation through active management and repositioning of the portfolio, with special attention to environmental sustainability.
Risks in acquisitions is managed by completing a meticulous analysis of transactions, examining and foreseeing any problems that might arise in the future, and considering the possible solutions to such problems. In disposals, the main risk resides in the failure to collect the amounts agreed in the contracts as a result of the buyers' non-compliance. These risks are minimised through the establishment of all kinds of guarantees that will, if necessary, allow the total price to be received or the property forming the object of disposal to be recovered.
The Company's activities are subject to legal and fiscal provisions and to the requirements of urban development. Local, regional, national and European authorities can impose sanctions for breaches of these regulations and requirements. Any changes to this legal and fiscal environment could affect general planning of the Company activities which, through the corresponding internal departments, with assistance from legal and tax advisors, will monitor, analyse and, where appropriate take the necessary measures in this regard.
The risks associated with complying with the specific legislation, would be the following:
a) Judicial and extrajudicial claims. The Company's business activities may lead to legal action being taken in relation to properties being let, even if these may result from the actions of third parties contracted by the Company (architects, engineers, construction contractors and subcontractors). The Company has taken out various civil liability and damage insurance policies in order to mitigate this type of risk.
b) Company responsibilities resulting from its classification as a SOCIMI. All of the Company's activities must comply with Act 11/2009, which sets out the regulations for SOCIMIs. As a result, the Company constantly monitors its own activities and checks that they are in line with the legislation currently in force in this regard.
Risks regarding the prevention of money laundering and monetary infringements This category of risk is controlled through the prevention and monitoring of transactions carried out by the Company, in accordance with the legislation in force.
Risks relating to personal data protection.
These risks are controlled by means of special and standardised clauses to be included in contracts in different situations, which in accordance with the rules regulating this area, allow any kind of liability that may affect the Company to be limited and even eliminated.
The Company complies with the requirements of the different state and regional rules regarding consumers and end users. The Company also has an Internal Code of Conduct focused on matters relating to stock markets.
Sections IV and V of the Internal Code of Conduct establish the behaviour and action criteria that recipients of the Code must comply with in relation to the relevant securities and instruments, any privileged and relevant information, and confidential documents, in order to aid transparency in the performance of the Company's activities and provide adequate information and protection for investors.
E.4. Indicate whether the company has a risk tolerance level, including against tax risk:
Árima's risk tolerance is defined as the level of Risk that the Company is prepared to accept in order to achieve its established strategic objectives. Risk tolerance is shaped by the Company's strategy and is agreed by the Board of Directors. Risk tolerance is defined as the level of variation that the Company accepts in achieving an objective. It is, therefore, the acceptable threshold for each risk and objective. Risk tolerance must be updated regularly by the people from each department who are responsible for reporting to and properly informing the compliance supervisor.
E.5. Identify any risks, including tax risk, which have emerged during the year:
No risk of the type described above has emerged during the year.
E.6. Explain the plans for responding to and monitoring the main risks facing the company, including tax risk, and the procedures put in place by the company to ensure that the board of directors is able to respond to any new challenges that may arise:
The Risk Management System operates in a comprehensive, continuous and cross-cutting manner and addresses the management of all priority risks, both internal and external. To this end, the approach adopted for risk management considers the following basic elements in an aligned manner: control environment, objectives, risk identification and management, and control activities. Once a risk has been assessed and the control activities carried out have been carried out for its mitigation, if the risk level is not in the comfort zone, an additional action (Action Plan) is required to reduce the level of risk to the desired level. Risk Managers are responsible for designing, implementing and updating the corresponding Action Plans, considering at all times the views and comments of the Head of Risk Management and Control Function and the Audit and Control Committee. The objective of these Action Plans is to provide the response that best places the risk within the previously established objectives, complementing the control activities already in place. Once the Action Plans have been defined, the Risk Managers communicate them to the Head of the Risk Control and Management Function who, if considered necessary, after a prior analysis, submits them to the Audit and Control Committee for its knowledge and approval and, ultimately, to the Board of Directors.
Describe the mechanisms that comprise the risk monitoring and management systems associated with the company's financial reporting process (ICFRS).
Specify at least the following components with a description of their main characteristics:
F.1.1 The bodies and/or officers that are responsible for: (i) the existence and regular updating of a suitable, effective ICFR, (ii) its implementation; and (iii) its monitoring.
Continuing with the development of a rigorous internal control system, Árima has drawn up a Management Manual for the Internal Control over Financial Reporting System (ICFR), which has been approved by the Board of Directors.
The SCIIF is a set of processes that affect all levels of the organisation and all the Company's personnel.
Mainly:
With reference to the ICFR, the Regulations of the Board of Directors establish the following functions of the Board:
To prepare the annual accounts and their presentation to the General Meeting.
To determine the risk control and management policy.
To monitor the internal control and information systems.
To approve the financial information which, as a listed company, the Company must periodically publish.
As the body ultimately responsible for supervising the ICFR, the Board of Directors has established the necessary organisational structure to enable it to monitor the ICFR system, with the support of the Audit and Compliance Committee.
In order to ensure the reliability of financial information, the Audit and Control Committee has been assigned the following functions:
To ensure the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.
To be aware of and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the risks associated with the Company's significant risks.
Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.
In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:
Compliance with regulatory requirements.
Adequate delimitation of the scope of consolidation.
The correct application of accounting criteria.
In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR work and supervision plan).
Árima's CFO has the following responsibilities in the framework of the ICFR:
Design, implement, evaluate, and provide overall monitoring of the ICFR, for which he/she shall validate the design of the SCIIF Work and Monitoring Plan.
Report on the effective functioning of the ICFR to the Audit and Control Committee.
Ensure that appropriate ICFR training programmes are implemented.
ICFR Responsible
The ICFR Responsible is part of the Company's Finance Department and is assigned the following duties within the ICFR framework.
of the ICFR system:
Identify the risks of error, omission, or fraud in financial reporting through the ICFR scoping matrix and documenting the design of controls.
F.1.2 Where applicable, and particularly as regards the process for the preparation of the financial information, the following items:
Ultimate responsibility for the design and review of the Company's organisational structure lies with the CEO, under the delegation of the Board of Directors. As regards the process for the preparation of the financial information, in addition to the organisational charts, all of the people involved in the process also have a clear knowledge of the specific guidelines, responsibilities and periods that apply to each closure.
· Code of conduct, approval body, level of dissemination and instruction, principles and values included (indicating whether there is specific mention of the recording of transactions and the preparation of financial information), the body in charge of analysing breaches and of proposing corrective actions and sanctions:
The Company has a Code of Conduct, compliance with which is mandatory, and which is approved by the Board of Directors. The aim of this code of conduct is to establish the basic principles and rules that will govern the behaviour of everyone who acts on behalf of Árima and its subsidiary companies. The Code is applicable to all companies that make up the Árima Group and it is binding on the members of the Board of Directors and all company personnel, irrespective of the position they occupy and the duties they perform. This Code of Conduct is supplementary to the Securities Market Internal Code of Conduct, company regulations, the Articles of Association and any other legislation that applies to Árima's activities, and compliance is mandatory for both Árima and all of the companies with which a significant contractual relationship is in place. Non-compliance with the terms of this Code shall be deemed infringement and may result in the adoption of disciplinary measures.
· Whistle-blowing channel, which allows reporting to the audit committee of irregularities of a financial and accounting nature, in addition to possible breaches of the code of conduct and irregular activities in the organization, informing, where appropriate, whether it is confidential in nature and whether it allows anonymous communications, respecting the rights of the whistle-blower and the reported party.
The Company has implemented a whistle-blowing channel for matters related to the internal regulations of the Company and a procedure for reporting potentially significant financial and accounting incidents. In addition, the Whistleblowing Channel also includes the creation of an Ethics Committee whose functions are: reception and classification of complaints received, co-ordination of the investigation work for each of the complaints received, and the of investigation for each of the complaints, imposition of the corresponding disciplinary sanctions, and preparation of periodic reports on the functioning of the Channel.
The Finance Department, and specifically the staff involved in the preparation and review of financial information, receives the necessary training on financial and internal control aspects, as well as on regulatory changes affecting the periodic financial information issued by the Company. This training is organised internally and is advised by independent experts in each area.
Provide details of at least the following:
The Board of Directors has approved an Internal Financial Reporting Control System Management Manual. This system identifies risks of error, omission or fraud in financial reporting through the ICFRS scoping matrix. This matrix identifies which accounts and disclosures have a significant risk associated with them and whose potential impact on financial reporting may be material. The ultimate aim is to establish a control system that contributes to the mitigation of risks to the achievement of financial objectives. In addition, the financial information issued is reviewed by the Company's auditors.
· Whether the process covers all financial reporting objectives (existence and occurrence; integrity; evaluation; presentation, breakdown and comparability; and rights and obligations), whether it is updated and how frequently:
As With the ultimate aim of providing assurance as to the reliability of the financial information provided to the market, Árima's System of Internal Control over Financial Reporting pursues the following control objectives.
Existence and occurrence: transactions, facts and other events included in the financial information exist and have been recorded at the right time.
Completeness: the information reflects all transactions, facts and other events to which the entity is a party.
Adequate valuation: transactions, facts and other events are recorded and valued in accordance with applicable standards.
Fair presentation, disclosure and comparability: transactions, facts and other events are classified, presented and reflected in the financial information in accordance with applicable standards.
Timing of transactions: transactions and events have been recorded in the correct period.
Adequate reflection of rights and obligations: the financial information reflects, at the relevant date, the rights and obligations through corresponding assets and liabilities, in accordance with the applicable regulations.
The scope of the Internal Control over Financial Reporting System shall be reviewed at least annually before setting the reporting schedule for the following year. reporting schedule for the following financial year.
· The existence of a process for identifying the consolidation perimeter, taking account, among other things, of the potential existence of complex corporate structures, vehicle companies or special purpose entities:
Árima's organisational structure is simple and consists of Árima Real Estate SOCIMI, S.A. and two subsidiary companies (100%): Árima Investigación, Desarrollo e Innovación, S.L.U. and Árima Investments, S.L. The financial department, on a quarterly basis, verifies the aforementioned consolidation perimeter.
· Whether the process takes account of the effects of other types of risk (operational, technological, financial, legal, fiscal, reputational, environmental, etc.) in the manner in which they affect the financial statements:
Any analysis will include all regulatory, technological and reputational risk, risk of fraud, human resource-related risk, operational risk, etc. that are relevant for the financial statements.
· The corporate governance body that supervises the process:
The ICFR is a set of processes that affect all levels of the organisation and all Company personnel. Mainly:
With reference to the ICFR, the Regulations of the Board of Directors establish the following functions of the Board:
As the body ultimately responsible for supervising the ICFR, the Board of Directors has established the necessary organisational structure to monitor the ICFR system, with the support of the Audit and Compliance Committee.
In order to ensure the reliability of financial information, the Audit and Compliance Committee has been assigned the following functions:
To ensure the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.
To be aware of and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the risks associated with the Company's significant risks.
Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.
In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:
Compliance with regulatory requirements.
Adequate delimitation of the scope of consolidation.
The correct application of accounting criteria.
In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR work and supervision Plan).
Árima's CFO has the following responsibilities in the framework of the ICFR:
Design, implement, evaluate and provide overall monitoring of the ICFR, for which he/she shall validate the design of the ICFR Work and Monitoring Plan.
Report on the effective functioning of the ICFR to the Audit and Control Committee.
Ensure that appropriate ICFR training programmes are implemented.
State whether at least the following items are in place and specify their main characteristics:
F.3.1 Procedures for reviewing and authorising the financial information and the description of ICFR to be disclosed to the securities markets, stating who is responsible in each case, along with the documentation showing flow charts of activities and controls (including those that address the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the specific review of critical judgements, estimates, evaluations and projections.
The Company has an internal procedure for reviewing financial information (including annual accounts, financial statements for interim periods, the Management Report and the Annual Corporate Governance Report), which oversees the process from the moment that information is generated in the Administration and Finances Department up to its approval by the Audit and Control Committee and, finally, by the Board of Directors prior to publication. This process is reflected in the Monitoring Manual for the Internal Control over Financial Reporting System approved by the Board of Directors, which establishes both the responsibilities and the flows of the control activities on the material sub-processes that give rise to the issuance of financial information.
F.3.2 Internal control policies and procedures for IT systems (including secure access, tracking changes, system operation, continuity and segregation of duties) giving support to key company processes relating to the preparation and publication of financial information.
The internal control policies and procedures associated with the information systems are defined by the Company's management. The main risks contemplated by the Company, and to which it responds, affect physical security (backup copies, maintenance and access to servers, etc.), logical security (access controls, registration and deregistration procedures, protection against viruses and other malware, etc.), sufficient segregation of duties, registration and traceability of information, privacy (LOPD), development and maintenance of systems. The Company is advised by a third party systems expert who carries out regular security audits covering, inter alia, all these aspects. In addition, the Company proactively and regularly undergoes external IT audits, where necessary establishing action plans, the results of which are reported to the Board of Directors. In addition, the Board of Directors has approved a Business Continuity Plan to minimise the risk of business interruption for any reason.
F.3.3 Internal control policies and procedures for overseeing the management of activities outsourced to third parties, and the appraisal, calculation or valuation services commissioned from independent experts, when these may materially affect the financial statements.
The activity subcontracted to third parties that has a greater impact on the financial statements corresponds to the valuation of assets by an independent expert. The procedure in this regard implemented by the Company basically includes the recommendations of the CNMV to listed valuation and real estate companies in relation to the valuation of real estate assets. Moreover, the results obtained are always contrasted with the estimates of Árima's internal experts, who supervise the valuation process. Likewise, the conclusions obtained are always reviewed by the Company's Auditors. On the other hand, the Company, for the services it subcontracts, works with companies of recognized prestige in the sector.
State whether at least the following items are in place and specify their main characteristics:
F.4.1 A specific office which is in charge of defining and maintaining accounting policies (accounting policies area or department) and settling queries or disputes over their interpretation, and which is in regular communication with the team in charge of company operations, and an up-to-date manual of accounting policies that has been sent to all the company's operational units.
The Company's Administration and Finance Department is responsible for defining and updating accounting policies and for responding to queries and consultations in this regard.
F.4.2 Mechanisms for collecting and preparing financial information with standardised formats, which are to be applied and used by all the company or group units and which support the main financial statements and notes to the accounts, along with the detailed information on the ICFR.
The accounting policies defined by the Management form the basis for the preparation of the financial information of both the Company and its subsidiaries. These accounting policies guarantee the application of the same criteria during the preparation of information and consistency in its presentation.
Indicate, pointing out its main characteristics:
F.5.1 The activities of the audit committee in overseeing ICFR, and whether there is an internal auditing office whose duties include supporting the committee in the task of supervising the internal control system, including ICFR. Describe the scope of the ICFR assessment carried out over the course of the year and the procedure by which the person responsible for making this assessment can communicate his/her findings. State also whether the company has an action plan detailing the potential corrective measures, and whether it has taken account of their impact on its financial information.
As indicated in article 44 of the Company's Articles of Association, the Audit and Compliance Committee's duties include, among others, the following periodic review of the process of preparing the economic and financial information, its internal controls and the independence of the external auditor. Specifically, the ICFR Manual approved by the Board of Directors assigns it the following responsibilities:
Ensuring the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.
To be familiar with and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the Company's significant risks.
Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.
In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:
Adequate delimitation of the scope of consolidation.
The correct application of accounting criteria.
In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR Work and Monitoring Plan).
The Audit and Control Committee is also supported by the Financial Management and the ICFR Responsible, who prepares a report on the status of compliance and effectiveness of the ICFR, which is reported to the Finance Department. The latter, in turn, reports the results obtained to the Audit and Control Committee (which will submit them to the Board of Directors when it considers it necessary). The scope of the Internal Control over Financial Reporting System must be reviewed at least once a year before setting the reporting calendar for the following year.
Furthermore, the conclusion of the Company's auditors on the financial information provided has been satisfactory.
F.5.2 Whether the Company has a procedure by which the accounts auditor (in accordance with the contents of the Auditing Standards("NTA")), the internal auditing department and other experts may communicate with senior management and the audit committee or senior managers of the company regarding any significant internal control weaknesses identified during their review of the annual accounts or any others they have been assigned. State also whether the Company has an action plan to correct or mitigate the weaknesses found.
The Audit and Control Committee meets in order to perform its prime function, which is to act as support for the Board of Directors in its supervisory work, by carrying out a regular review of the process for the preparation of the economic and financial information, the internal auditing department and the independence of the external auditor. In addition to other potential actions, it also carries out the following duties:
Discussions with External Auditors (with particular significance when they have acted on any specific matter: Audit reports, limited reviews, etc.) in order to: - Obtain information on the planning, scope and conclusions of the work carried out.
Obtain information on internal control weaknesses detected during the course of their work.
Inform the external auditor about any matters that could affect their work.
Talk to the external auditor regarding the expected contents of its reports.
Obtain the necessary information for ensuring the independence of the External Auditor in compliance with the duties of the Audit and Control Committee. In addition, the Audit and Control Committee may demand additional information or the participation of experts when it comes to analysing topics relating to compliance with their duties.
State whether:
F.7.1 The ICFR information supplied to the markets has been reviewed by the external auditor, in which case the corresponding report should be attached. Otherwise, explain the reasons for the absence of this review.
Last year, the Company reviewed the internal control system over financial reporting. The external auditor holds regular meetings with the Financial Management, both to review the financial information and to evaluate the internal control in the development of the Company's activity. It is considered that the controls in place are adequate for the size and complexity of the Company, having undergone numerous review and audit processes of the financial information since its incorporation. The external auditor's conclusion has been satisfactory in all cases.
Indicate the degree to which the company complies with the Code of Corporate Governance recommendations for listed companies.
In the event that the Company does not comply with any of the recommendations or complies only in part, include a detailed explanation of the reasons so that shareholders, investors and the market in general have enough information to assess the company's behaviour. General explanations will not be acceptable.
Compliant [ X ] Explain [ ]
| Compliant [ ] | Partially compliant [ ] |
Explain [ ] |
N.A. [ X ] |
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Compliant [ X ] Partially compliant [ ] Explain [ ]
And, without prejudice to legal obligations regarding the 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 the channels it deems appropriate (media, social networks or other channels) which contributes to maximising the dissemination and quality of the information available to the market, investors and other stakeholders. The company should draw up and implement a policy for communicating with and contacting shareholders, institutional investors and proxy advisors that complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position.
When the Board approves an issue of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.
Compliant [ ] Partially compliant [ X ] Explain [ ]
The General Meeting of Shareholders, at its meeting held on 28 June 2022, authorised the Board of Directors to increase the share capital in accordance with the provisions of article 297.1.b) of the Capital Companies Act, for a maximum period of five years, by means of cash contributions and up to a maximum amount equal to half (50%) of the share capital, with the power to exclude pre-emptive subscription rights only in those increases up to a maximum amount equal to 20% of the share capital.
Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the general shareholders' meeting, even if their distribution is not compulsory:
a) Report on auditor independence.
| Compliant [ X ] | Partially compliant [ ] | Explain [ ] |
|---|---|---|
| ----------------- | ------------------------- | ------------- |
The referenced documentation has been partially disclosed on the company's website.
And that the company has mechanisms that enable proxy voting and voting by telematic means and even, in the case of large cap companies and to the extent proportionate, attendance and active participation in the General Meeting.
| Compliant [ ] | Partially compliant [ | ] | Explain [ X ] |
|---|---|---|---|
This recommendation will be analysed on an annual basis, though it is not envisaged at present.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a nondiscriminatory manner.
d) After the general shareholders' meeting, disclose the breakdown of votes on these supplementary items or alternative proposals.
In the event that a company plans to pay for attendance at the general shareholders' meeting, it should first establish a general, long-term policy in this respect.
| Compliant [ ] | Partially compliant [ ] |
Explain [ ] |
N.A [ X ] |
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In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to the principles of good faith, ethics and respect for commonly accepted customs and good practices, but should also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and any other stakeholders who could be affected, as well as reconciling the impact of its activities on the broader community and the natural environment.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Explain [ ]
The results of the prior analysis of the Board's needs should be written up in the appointments committee's explanatory report, to be published when the general meeting is convened to ratify the appointment and re-election of each director.
The appointments Committee should run an annual check on compliance with the director selection policy and set out its findings in the annual corporate governance report.
Compliant [ X ] Partially compliant [ ] Explain [ ]
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And that the number of female directors should account for at least 40% of the members of the board of directors by the end of 2022 and thereafter, but no earlier than 30%.
Compliant [ ] Partially compliant [ X ] Explain [ ]
Proprietary and independent directors constitute an ample majority of the board, with significantly fewer executive directors. It is important to note that the composition of the Board is enriched by the different profiles of its members in terms of age, nationality and professional background. Currently, the percentage of female directors is equivalent to 14% of the Board.
This criterion can be attenuated:
Compliant [ X ] Explain [ ]
However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30% of share capital, independent directors should occupy, at least, a third of all Board places.
Compliant [ X ] Explain [ ]
e) Shares that they hold in the company, and any options thereover.
The annual corporate governance report, following verification by the appointments committee, should explain the reasons for the appointment of proprietary directors at the behest of shareholders controlling less than 3% of capital; it should also explain, where applicable, any rejection of a formal request for a seat on the board from shareholders whose equity stake is equal to or greater than that of others that have successfully applied for a proprietary directorship.
| Compliant [ ] | Partially compliant [ | ] | Explain [ ] |
N.A. [ X ] |
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| --------------- | ----------------------- | --- | ---------------- | ------------ |
| Compliant [ X ] Partially compliant [ |
] Explain [ ] N.A. [ ] |
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The removal of independent directors may also be proposed as a consequence of a takeover bid, merger or similar corporate operation which involves changes to the company's capital structure, when the changes to the structure of the board of directors are triggered by the proportionality criterion set out in recommendation 16.
Compliant [ X ] Explain [ ]
The Board, having been informed of or otherwise having knowledge of any of the situations mentioned in the preceding paragraph, should examine the matter as promptly as possible and, in view of the particular circumstances, decide, after a report from the Nomination and Remuneration Committee, whether or not to adopt any measure, such as the opening of an internal investigation, request the resignation of the director or propose his or her removal. And that a report be included in the annual corporate governance report, unless there are special circumstances justifying this, which should be recorded in the minutes. This is without prejudice to the information that the company must disclose, if appropriate, when the corresponding measures are adopted.
Compliant [ X ] Partially compliant [ ] Explain [ ]
When the board takes significant or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.
The terms of this recommendation should also apply to the secretary of the board, even if he/she is not a director.
And, without prejudice to the disclosure thereof in the annual corporate governance report, the company should, to the extent relevant for investors, publish the resignation as soon as possible, including sufficient reference to the reasons or circumstances provided by the director.
| Compliant [ X ] Partially compliant [ ] Explain [ ] |
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The board's regulations should establish rules for the maximum number of company directorships that board members may hold.
Compliant [ X ] Partially compliant [ ] Explain [ ]
| Compliant [ ] | Partially compliant [X ] | Explain [ ] |
|---|---|---|
| --------------- | -------------------------- | ------------- |
The Board of Directors met seven times during the year, providing broad and precise coverage of the Company's activities, without prejudice to the fluid contact and communication between the directors during the periods between meetings.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ] N.A. [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Explain [ ] N.A. [ ]
When, exceptionally and for reasons of urgency, the chairman wishes to present decisions or resolutions for board approval that were not on the meeting agenda, their inclusion shall require the express prior consent, duly recorded in the minutes, of the majority of directors present.
| Compliant [ X ] | Partially compliant [ ] |
Explain [ ] |
|---|---|---|
| ----------------- | ---------------------------- | ------------- |
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]
Compliant [ X ] Explain [ ]
The evaluation of the various board committees should start from the reports they submit to the board of directors, while the evaluation of the board itself should start from the report submitted by the appointments committee.
Every three years, the board of directors should engage an external consultant to aid in the evaluation process. This consultant's independence should be verified by the appointments committee.
Any business dealings that the consultant or any member of its corporate group maintains with the company or members of its corporate group should be detailed in the annual corporate governance report.
The process followed and areas evaluated should be detailed in the annual corporate governance report.
| Compliant [ X ] | Partially compliant [ ] |
Explain [ ] | ||
|---|---|---|---|---|
| 37. | When the company has an Executive committee, the breakdown of its members by director category should be similar to that of the board itself. The secretary of the board should also act as secretary to the executive committee. |
Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]
Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]
| Compliant [ X ] | Partially compliant [ ] |
Explain [ ] |
|---|---|---|
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Compliant [ X ] Partially compliant [ ] Explain [ ]
The head of the unit in charge of the internal audit function should present its annual work plan to the audit committee for approval by the latter or by the board, report directly to it on its execution, including any incidents and limitations on scope that may arise in its development, the results and follow-up of its recommendations, and submit an activity report at the end of each fiscal year.
c) Establish and supervise a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report potentially significant irregularities, including financial and accounting irregularities, or of any other nature related to the company that they become aware of within the company or its group. This mechanism should guarantee confidentiality and, in any event, provide for cases in which communications may be made anonymously, respecting the rights of both the complainant and the reported.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ] N.A. [ ]
e) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance sheet risk.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Partially compliant [ ] Explain [ ]
| Compliant [X ] | Explain [ ] |
N.A. [ ] |
|---|---|---|
| ---------------- | ---------------- | ---------- |
Any board member should be able to suggest directorship candidates for consideration by the appointments committee, in order to cover vacant director positions.
Compliant [ X ] Partially compliant [ ] Explain [ ]
e) Verifying the information on directors' and senior officers' pay contained in the various corporate documents, including the annual report on directors' pay.
The remuneration committee should consult with the company's chairman and chief executive, especially where matters relating to executive directors and senior officers are concerned.
Compliant [ X ] Partially compliant [ ] Explain [ ]
| Compliant [ X ] | Partially compliant [ ] |
Explain [ ] |
N.A. [ ] |
|---|---|---|---|
| ----------------- | ---------------------------- | ---------------- | ---------- |
e) Supervision and evaluation of the processes of relations with the different stakeholders.
Sustainability policies on environmental and social issues should identify and include at least:
a) The principles, commitments, objectives and strategy with regard to shareholders, employees, customers, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of corruption and other illegal conduct
b)methods or systems for monitoring compliance with policies, associated risks and their management.
c) mechanisms for monitoring non-financial risk, including those related to ethical and business conduct issues.
d) Channels of communication, participation and dialogue with stakeholders.
e) Responsible communication practices that avoid manipulation of information and protect integrity and honour. integrity and honour.
Compliant [ X ] Partially compliant [ ] Explain [ ]
Compliant [ X ] Explain [ ]
The company may consider the payment of non-executive directors through the handover of shares, provided that they retain such shares until the end of their mandate. The above condition shall not apply to any shares that the director must dispose of to settle costs related to their acquisition, where applicable.
Compliant [ X ] Partially compliant [ ] Explain [ ]
In particular, variable payment items should meet the following conditions:
c) They should be designed to achieve a balance between the delivery of short, medium and long-term objectives, in such a way that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to sustainable value creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.
The payment of variable components of remuneration should be subject to sufficient verification that performance or other preestablished conditions have been effectively met. Institutions should include in the annual directors' remuneration report the criteria for the time required and methods for such verification, depending on the nature and characteristics of each variable component.
In addition, entities should consider the establishment of a reduction clause based on the deferral for a sufficient period of time of the payment of a part of the variable components that entails their total or partial loss in the event that some event occurs prior to the time of payment that makes it advisable to do so.
| Compliant [ X ] | Partially compliant [ | ] | Explain [ ] |
N.A. [ ] |
|---|---|---|---|---|
| Compliant [ X ] | Partially compliant [ | ] | Explain [ ] |
N.A. [ ] |
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| Compliant [ X ] Partially compliant [ |
] | Explain [ ] |
N.A. [ ] |
|---|---|---|---|
| ------------------------------------------ | --- | ---------------- | ---------- |
An exception is made in the case where the director maintains, at the time of transfer or exercise, a net economic exposure to share price variation of a market value equivalent to an amount of at least twice his annual fixed remuneration through the ownership of shares, options or other financial instruments.
The foregoing shall not apply to shares that the director needs to dispose of in order to meet the costs related to their acquisition or, subject to the favourable opinion of the nomination and remuneration committee, in order to deal with extraordinary situations that so require.
Compliant [ ] Partially compliant [ ] Explain [ X ] N.A. [ ]
With regard to variable payments made in the form of shares, a twelve-month lock-up period has been established and approved for a third of the shares handed over, a eighteen months' lock-up for a further third and a twenty-four months for the final third.
Compliant [ ] Partially compliant [ ] Explain [ X ] N.A. [ ]
No similar clause has been included in the provision of services contract signed between the Company and the executive directors.
For the purposes of this recommendation, termination or contractual termination payments include any payments whose accrual or payment obligation arises as a result of or in connection with the termination of the director's contractual relationship with the company, including amounts not previously vested in long-term savings schemes and amounts paid under post-contractual noncompetition agreements.
Specifically indicate whether the company is subject to corporate governance legislation from a country other than Spain and, if so, include the compulsory information to be provided when it differs from the information required by this report.
To complete the information provided in section C.2 of this report, the Company has an Investment Committee that analyses and approves investments. The reason why its composition has not been detailed together with the Audit and Control Committee and the Appointments and Remuneration Committee is that some of its members are not members of the Board of Directors.
Its composition is as follows:
This annual corporate governance report was adopted by the company's Board of Directors at its meeting held on:
22/02/2023
Indicate whether any director abstained or voted against the approval of this Report.
[ ] Yes [ √ ] No
| Financial year closing date: | 31/12/2022 | |
|---|---|---|
| Company Tax ID No. (CIF): | A88130471 | |
| Company name: | ||
| ARIMA REAL ESTATE SOCIMI, S.A. | ||
| Registered office: | ||
| SERRANO, 47 - 4ª PLANTA, 28001 MADRID |
A.1.1 Explain the director remuneration policy currently applicable to the year in course. To the extent that it is relevant, certain information may be included in relation to the remuneration policy approved by the General Shareholders' Meeting, provided that the information is clear, specific and concrete.
The specific conditions for the year in course should be described, both as regards the directors' remuneration in their capacity as such and as a result of the executive duties they have performed for the board, pursuant to the contracts signed with executive directors and the remuneration policy approved by the General Shareholders' Meeting.
In any case, the following aspects should be reported:
The Company's remunerations policy is regulated under Article 37 of the Articles of Association, to which we refer here and which is published on the Company website (www.arimainmo.com), and has been amended for fiscal years 2021, 2022 and 2023 at the General Shareholders' Meeting held on June 28, 2022.
At the General Shareholders' Meeting held on 18 October 2018, it was agreed that independent directors would be paid fees for attending meetings of the Board of Directors and the board committees on which they sit from time to time. The said fees consist of a fixed annual sum set at the General Shareholders' Meeting.
In addition, it was agreed that the executive directors (there is only one in this case, the Managing Director) would be paid in accordance with the terms of their contract with the Company. All of the information related to this point is duly indicated in Article 25 of the board of directors' regulations, which are duly published on the Company's website (www.arimainmo.com).
The Managing Director's remuneration consists of a fixed portion, a variable portion or "bonus", and participation in the Share Incentive Scheme. The Managing Director may be entitled to receive an annual bonus corresponding to a percentage of his fixed remuneration, provided that the targets fixed and approved annually by the Board of Directors are achieved and that payment of this bonus is also approved by the Board of Directors. Remuneration in kind is also offered, such as use of company vehicles and health and life insurance policies, all pursuant to the terms and conditions contained in the contracts signed by the said directors with the company and approved by the General Shareholders' Meeting, pursuant to the requirements of the Spanish Capital Companies Act (LSC).
The Incentive Plan for executives consists of the handover of shares or payment in cash, at the Company's discretion. For information purposes, a summary of the terms and conditions can be found in the 2018 share listing prospectus. The Plan lasts for 6 years and benefits are accrued year on year until it ends. The aforementioned scheme will give the right to receive shares as an incentive when the terms and conditions detailed in the scheme are met for a specifically calculated period of time. These terms and conditions require the total return for shareholders to be in excess of a specific percentage, primarily measured via the value uplift in the assets acquired. Entitlement to this incentive accrues and is calculated on an annual basis for the period between July 1 and June 30 of the following year, and it is settled with an award of company shares once this period has ended.
In addition, under the terms of the services contract entered into with the Company, in the event of the said contract's termination without just cause, the Managing Director shall have the right to receive either compensation in cash equal to twice the last total annual remuneration received. Furthermore, it is stated that the contract signed between the company and the Managing Director does not contain any post-contractual non-compete clause and no compensation is therefore provided for in this regard.
The general policy terms and principles are summarised for information purposes in the share listing prospectus registered by the Company and approved by the Spanish Securities Markets Commission (CNMV) in 2018. The said summary outlines the governing criteria contained in Articles 25 and 36 of the Board of Directors' Regulations, which analyse the key aspects and duties of the Appointments and remuneration committee. The Appointments and remuneration committee's duties notably include the formulation and proposal of the Company's remuneration policy and oversight of its implementation; by extension, the said committee establishes the key aspects of that policy. Since its approval, the governing principle of the policy has been to establish a mix between fixed and variable or incentive-based remuneration that aligns shareholders' primary interests with the optimum performance and professionalism of the executive director, in this case the Managing Director.
There are no senior management personnel. Key planning, management and control decisions of the Company, as well as decisions affecting economic and strategic policies, are taken by the Chief Executive Officer and the Board of Directors.
A.1.2 Relative importance of variable payment items vis‐à‐vis fixed salary (remuneration mix) and the criteria and objectives taken into consideration in their calculation in order to guarantee a suitable balance between the fixed and variable components of the remuneration offered. In particular, describe the actions adopted by the company in relation to its remuneration system in order to reduce exposure to excessive risks and adapt it to the company's long‐term objectives, values and interests. Include, where applicable, mention of the measures taken to guarantee that the company's long‐term results are taken into account in its remuneration policy, the measures taken in relation to those categories of staff whose professional activities have a material impact on the risk profile of the company, and the measures intended to avoid conflicts of interest, as applicable.
In addition, state whether the company has established any period for the accrual or consolidation of certain variable payment items, in cash, shares or other financial instruments, or any period for the deferral of the payment of amounts or the handover of accrued and consolidated financial instruments, or whether there is any clause that provides for the reduction of this deferred payment or that obliges the director to return the payments received when such payments have been based on certain figures that have clearly been shown to be inaccurate.
The Remuneration Policy has been prepared taking into account the relevance of the Company, its economic situation, market standards for comparable companies and the dedication of the directors to the Company. The remuneration set out below maintains an appropriate proportion and promotes the long-term profitability and sustainability of the Company, incorporating the necessary precautions to avoid excessive risk-taking or rewarding unfavourable results and ensuring the alignment of the interests of the directors with those of the Company and its shareholders, without compromising the independence of the directors themselves.
As regards long-term variable remuneration consisting of the delivery of shares to executive directors within the framework of the Company's Incentive Plan, the delivery of the shares is split and deferred so that, once the variable remuneration has been accrued, it will be delivered in one third after 12 months, another third after 18 months and finally after 24 months the remaining third will be delivered.
A.1.3 Amount and nature of fixed payment items that are due to be accrued during the year by directors in their capacity as such.
During the 2023 fiscal year, non-executive directors are expected to accrue 425 thousand euros in attendance fees for attending the Board of Directors and the Committees in which they participate.
A.1.4 Amount and nature of fixed payment items that are due to be accrued during the year for the performance by executive directors of senior management duties.
During the financial year 2023, it is expected that the executive directors will accrue fixed remuneration of 925 thousand euros.
A.1.5 Amount and nature of any payment in kind that will accrue during the year, including, but not limited to, insurance premiums paid in favour of the director.
During the financial year 2023, it is expected that the executive directors will accrue an amount of 44 thousand euros as remuneration in kind.
The executive directors have contractually stipulated as short-term variable remuneration a bonus of up to 150% of gross annual salary. In order to determine such variable remuneration, the criteria, parameters and weightings established in the current Remuneration Policy, approved at the 2022 General Shareholders' Meeting, are taken into account. The evaluation system for such variable remuneration is linked to predetermined and measurable performance criteria linked to the achievement of a result that promotes the sustainability of the Company, including, in turn, non-financial criteria that are appropriate to the creation of value, compliance with the internal rules and procedures of the company and its policies for the control and management of risks, specifically based on four pillars, each of equal relevance, which encompass the performance of the Company from different approaches, but in a comprehensive and complete manner:
Secondly, the financial performance of the Company compared to its competitors is included, assessing the relative discount between the share price and its Net Asset Value (NAV) in a measurable way. This pillar has a weighting of 25%.
Thirdly, the Company's Portfolio is taken into account, where excellence in the performance of the Company's asset portfolio is assessed and linked to measures encompassing the management of the stabilised portfolio and the portfolio undergoing refurbishment. This pillar has a weighting of 25% and is linked to two objective and measurable metrics:
1) Growth in the value of the overall portfolio on a comparable basis - in Like-for-Like terms - based on valuations performed by an external accredited valuator in accordance with the internationally recognised RICS methodology. This parameter has a 50% weighting within the Portfolio criterion.
2) Degree of asset quality, measurable through a set of certifications issued by external bodies and using national and international methodology. These certifications include, among others, LEED, BREEAM, Well and Well Health & Safety certifications. This parameter has a 50% weighting within the Portfolio criterion.
1) GRESB: benchmark assessment in the sector and of great international prestige, which validates verifiable and measurable data relating to CSR aspects on the performance of the Company and its portfolio of assets, providing a benchmark ranking that positions each company in the market and against its competitors. It is therefore a relative metric. This parameter has a 50% weighting within the ESG criterion.
2) EPRA sBPR: European standard that precisely defines the key metrics in the sector, in the financial and sustainability fields, in order to promote transparency and facilitate comparison between European real estate companies. This parameter has a 50% weighting within the ESG criterion.
With these criteria, the Appointments and Remuneration Committee considers that it can assess the Company's performance in its complexity and as a whole in a reasonable and objective manner, establishing the levels of compliance for assessing the performance of the executive directors defined in the Remuneration Policy.
A.1.7 Main characteristics of long‐term savings systems. Among other information, state the contingencies covered by the system, whether it is a defined contributions or benefits system, the annual contribution that needs to be made under the defined contribution system, the benefits to which directors are entitled in the case of defined benefit systems, the conditions under which economic rights are consolidated for directors and their compatibility with any other type of payment or compensation for the early termination of their contractual relationship, or payments arising from termination of the contractual relationship in the terms agreed between the company and the director.
State whether the accrual or consolidation of any of the long‐term savings plans is linked to the achievement of certain objectives or parameters relating to the director's short‐ or long‐term performance.
At the date of issue of the Report, no long-term savings scheme has been approved, but its future implementation is under consideration by the Board of Directors.
A.1.8 Any type of payment or compensation for the director's early termination or dismissal, or payments arising from termination of the contractual relationship in the terms agreed between the company and the director, whether this entails the director's voluntary resignation or the director's dismissal by the company, as well as any type of agreement reached, such as exclusivity, post‐ contractual no‐compete clauses, permanence or loyalty, which entitle the director to any type of remuneration.
There is compensation in the event of termination of executive directors' contracts as provided in section A.1.9.
A.1.9 Detail the conditions that must be respected in the contracts of people performing senior management duties as executive directors. Include information regarding, inter alia, the contract's term, limits on compensation amounts, permanence clauses, prior notice periods and payment in lieu of the said prior notice periods, and any other clauses relating to hiring bonuses and compensation or golden parachutes due to early termination of the contractual relationship between the company and the executive director. Include, inter alia, any clauses or agreements on not competing, exclusivity, permanence and loyalty, and post‐ contractual no‐compete clauses, unless these have been explained in the previous section.
Duration: The service contracts entered into between the company and the executive directors were concluded for an indefinite period.
Permanence undertaking: The Managing Director has undertaken not to terminate his contract for a period of five years from its entry into force (the Minimum Permanence Term). In the event that Mr. Luis Alfonso López de Herrera-Oria terminates his contract with the Company without just cause prior to the end of the Minimum Permanence Term, the Company will have the right to claim compensation in an amount equivalent to the fixed remuneration that the Managing Director would have been entitled to receive during the rest of the Minimum Permanence Term. In the event that Luis Alfonso López de Herrera-Oria is dismissed as the Company's Managing Director before the end of the Minimum Permanence Term, or his appointment as Managing Director is not renewed, or his Contract is terminated by the company, Luis Alfonso López de Herrera-Oria will have the right to receive compensation equal to the fixed salary to which he would have been entitled during the remainder of the Minimum Permanence Term, with a minimum of twice the last total annual remuneration received, an amount that will be subject to the applicable tax withholdings. This amount will reduce any compensation for termination on a euro for euro basis. In the case of Ms. Chony Martín Vicente-Mazariegos does not have a commitment of permanence.
Termination: Either of the parties may terminate this Contract by sending written notification to the other party at least 3 months in advance. If the company terminates the contract without just cause (i.e. unfair dismissal as this term is defined in the Spanish Workers' Statute), the Managing Director shall have the right to receive a cash compensation payment equal to twice the last total annual remuneration received, or the compensation amount payable in the event of unfair dismissal under the Spanish Workers' Statute in force from time to time, if the latter amount is greater. Such compensation payments will be subject to the applicable tax withholdings. If the Contract is terminated by the company with just cause, the Managing Director shall not have the right to any compensation. For the purposes of severance payments, Luis Alfonso López de Herrera-Oria is deemed to have four years' seniority. Furthermore, if the
Company decides to terminate this Contract and Luis Alfonso López de Herrera-Oria is denied unemployment benefits by the competent public authorities, the company shall compensate the Managing Director in an amount equivalent to the unemployment benefits to which he would have been entitled if he had been legally classified as unemployed on the date on which his commercial relationship with the company ended, for a maximum period of two years. This amount shall be paid to Luis Alfonso López de Herrera-Oria as a lump sum upon termination of his Contract and shall be subject to the applicable tax withholdings.
Exclusivity: During the term of the contract, the executive directors shall work exclusively for the company and shall not render services to any parties other than the company unless the company gives its express consent.
No competition: During the term of the contract, the executive directors may not directly or indirectly compete (including, without limitation, as shareholder, controlling person, employee, agent, consultant, officer, partner or director of any company) with the business and activities engaged in now or in the future by the Company, with the sole exception of the existing delegated execution and marketing agreements that have already been signed with certain companies and have been declared to the company, provided that these do not interfere with Luis Alfonso López de Herrera-Oria's obligations as Managing Director.
No recruitment of employees: During the term of the contract and for a period of two years after its termination, the executive directors shall not, without obtaining the prior written consent of the company, directly or indirectly (through any person, firm, partnership or any business of any other nature) (i) solicit, induce or otherwise attempt to persuade any client or potential client of the Company to terminate their relationship or potential relationship with the Company or (ii) engage or solicit, recruit, induce, persuade, influence or encourage any employee of the Company to leave the Company.
A.1.10 The nature and estimated amount of any other additional payments accrued by directors in return for services rendered during the year in course, other than those inherent in their position.
Not applicable.
A.1.11 Other payment items, such as (where applicable) the grant to the director by the company of advance payments, loans, guarantees or any other remuneration.
Not applicable.
A.1.12 The nature and estimated amount of any other planned additional payments that will be accrued by directors during the year in course and that are not included in the previous sections, whether payment is made by the company or another group company Not applicable.
A.2. Explain any significant change in the remuneration policy applicable in the current year resulting from:
The modification of the remuneration policy approved by the Board on 28 June 2022 is based on the following reasons:
(a) Updating of the procedure for approval of the Policy in accordance with the new regulatory framework following the amendment of the Capital Companies Act arising from the entry into force of Act 5/2021 of 12 April, amending the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies.
b) Modification of certain guiding principles and criteria of the Remuneration Policy.
c) Incorporation of a greater degree of detail in relation to the variable remuneration system for executive directors.
d) Incorporation of the possibility of implementing a Savings Plan for executive directors.
e) Definition of the specific amounts to be received by executive directors for the financial year 2022 and subsequent years.
f) Greater regulation of the remuneration conditions applicable to possible new directors.
g) Inclusion of a section on governance, which regulates the process of review and approval of the Policy, its supervision and application, and the possibility of applying exceptionalities in accordance with the new LSC.
A.3. Give details of the direct link to the document where the company's current remuneration policy is posted, which must be available on the company's website.
https://arimainmo.com/wp-content/uploads/2019/11/190926-Política-de-remuneraciones-CA_EN.pdf
A.4. Explain, bearing in mind the data provided in Section B.4, how the company has taken account of the way that shareholders voted on the annual report on remuneration for the previous year, when this was submitted to a consultative vote at the General
Shareholders' Meeting.
The shareholders' vote on the 2021 Directors' Remuneration Report has been taken into account and has resulted in the establishment of different targets for obtaining short-term variable remuneration as detailed in section A.1.6. of this report.
B.1.1 Explain the process followed to apply the remuneration policy and give details of the individual payments mentioned in Section C of this report. This information will include the role played by the remuneration committee, the decisions taken by the board of directors and, where applicable, the identity and the role of the external advisors whose services were used in the process to apply remuneration policy in the year ended.
The preparatory work and the decision-making process for determining the remuneration policy can be summarized as follows: the drafting of the remuneration policy by the Appointments and Remuneration Committee, its approval by the Board of Directors and its submission to the General Shareholders' Meeting.
The Appointments and Remuneration Committee is composed of three independent directors: Mr. David Jiménez-Blanco Carrillo de Albornoz, who chairs it, Mr. Cato Henning Stonex and Mr. Stanislas Marie Luc Henry. Their term of office may not exceed their term of office as directors, which is three years. The Secretary of the Board of Directors, Mr. Iván Azinovic Gamo, acts as Secretary of the Appointments and Compensation Committee, assisting the Chairman and reflecting in the minutes the development of the meetings, the content of the deliberations and the resolutions adopted.
The directors who are members of the Nomination and Compensation Committee and who have participated in the definition of the compensation policy are independent directors, with the exception of Mr. Stanislas Marie Luc Henry, who is a proprietary director.
B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the year. policy that has occurred during the fiscal year.
B.1.3 Indicate whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long‐term interests and sustainability of the company as a whole or to ensure its viability. Also quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.
B.2. Explain the different actions taken by the company in relation to the remuneration system and how they have contributed to reducing exposure to excessive risks and adapting the system to the company's long‐term objectives, values and interests. Include a reference to the measures that have been adopted to guarantee that the company's long‐term results have been taken into consideration in the remuneration accrued and that a suitable balance has been achieved between the fixed and variable components of the payments made, the measures adopted in relation to those categories of staff whose professional activities have a material repercussion on the company's risk profile, and the measures adopted to avoid conflicts of interest, where appropriate.
In addition to the variable remuneration, detailed in section A.1.6, the accrual and payment of which is decided by the Board of Directors, the only variable remuneration plan is the Incentive Plan, which, following the amendment of the remuneration policy, is designed for the period from 1 July 2020 to 30 June 2024 and is fully aligned with the interests of the shareholders, such that the right to receive it only accrues if it creates accrued value for them.
The main value for the shareholder is the revaluation of the company's assets in accordance with the Net Tangible Asset Value according to EPRA. Based on their active management through repositioning and leasing in the marketplace, an intrinsic value is obtained which becomes a greater value of the underlying assets of the Company, which in turn translates into a higher share price on the stock markets.
The long-term undertaking is determined by the fact that the variable remuneration scheme consists of handing over shares that are subject to a blocking period or prohibition on their disposal, with the Scheme's beneficiaries committing to the future of the Company.
In the event that the Net Book Value of the assets drops in successive years for reasons unrelated to their management, new incentives will not accrue until this value recovers to a level higher than the last maximum obtained. In other words, any possible rebound effect cannot be taken advantage of by beneficiaries of the Scheme.
The Incentive Scheme itself does not provide specific measures in the event that the figures used to determine its application have been fraudulently obtained. It is the legal system, the Spanish Capital Companies Act and the Spanish Criminal Code that lay down the rules that would be applicable in the event that the Board of Directors or the Managing Director have overstepped their duties in any way.
However, to guarantee the company's processes, the value of the properties is calculated by companies of known repute in the sector, and PriceWaterhouseCoopers has been commissioned to carry out a report of agreed procedures for correctly determining the amount accruing every year in the Incentive Scheme.
B.3. Explain how the remuneration accrued and consolidated over the year meets the provisions in the current remuneration policy and, in particular, how it contributes to the sustainable and long‐term performance of the company.
Furthermore, report on the relationship between the payments received by directors and the company's results or other performance indicators in the short and long term, explaining, where applicable, how any variations in the company's performance may have influenced changes in the payments made to directors, including amounts that have accrued and have been deferred, and how these contribute to the company's short‐ and long‐term results.
The remuneration accrued in financial year 2022 corresponds to the current remuneration policy approved at the General Shareholders' Meeting of 28 June 2022 and contributes to the sustainable and long-term performance of the Company as specified in the previous section.
In addition, the accrued remuneration has not exceeded the total amount of remuneration that the Company may pay to all of its directors.
B.4. Report the results of the consultative vote at the General Shareholders' Meeting regarding remuneration paid during the preceding year, indicating the number of votes against, if any:
| Number | % of total | |
|---|---|---|
| Votes cast | 22,238,685 | 78.22 |
| Number | % of votes cast | |
| Votes against | 4,658,800 | 80.95 |
| Votes in favour | 17,579,885 | 79.05 |
| Blank ballot | 0.00 | |
| Abstentions | 0.00 |
B.5. Explain how the fixed amounts accrued during the year by the directors in their capacity as such have been determined and how they have changed with respect to the previous year.
The fixed components accrued during the year were set by the company's Annual General Meeting of Shareholders held on 28 June 2022 and remain unchanged from the previous year.
B.6. Explain how the salaries accrued by each of the executive directors for the performance of their management duties over the past financial year were determined, and how they changed with respect to the previous year.
The fixed components accrued during the year were set by the company's Annual General Meeting of Shareholders held on 28 June 2022 and have changed compared to the previous year due to the increase in the remuneration of one of the two executive directors.
B.7. Explain the nature and the main characteristics of the variable components accrued under the remuneration systems during the year ended.
In particular:
b) In the case of share options and other financial instruments, the general characteristics of each plan will include information on both the conditions necessary both to acquire unconditional ownership (consolidation) and to exercise these options or financial instruments, including the price and term in which they can be exercised.
c) Each of the directors, together with their category (executive directors, proprietary external directors, independent external directors and other external directors), who are beneficiaries of remunerations systems or plans that include variable remuneration.
Explain the short‐term variable components of the remuneration systems:
The short-term variable remuneration corresponding to the Company's result in financial year 2022 amounts to 70% of the fixed remuneration for financial year 2022, that is, 47% of the maximum STIP of 150%. To determine such variable remuneration, the criteria, parameters and weightings established in the current Remuneration Policy, approved at the 2022 General Shareholders' Meeting, and referred to in section A.1.6. of the last Annual Report on Directors' Remuneration (2021), have been taken into account. The degree of compliance corresponding to financial year 2022 is detailed below:
Shareholder return (weighting 25%): the level of compliance did not reach the minimum level established, so the percentage accrued was 0%.
NAV discount vs competition (weighting 25%): this objective was met above its maximum level, so the percentage accrued for this result was 37.50%.
1) The valuation of assets (weighting 12.5%): the level of compliance has been intermediate, and a percentage of 1.20% has been applied.
2) Quality and Sustainability certifications (weighting 12.5%): the level of compliance has not reached the established minimum, as the certifications were still pending at year-end, so the percentage accrued was 0%.
1) GRESB (weighting 12.5%): the level of compliance has been intermediate, in this case 100%, resulting in an accrued percentage of 12.50%.
2) EPRA (weighting 12.5%): the level of compliance has been maximum, in this case 150%, resulting in an accrual of 18.80%.
This variable remuneration will be delivered in cash during the first quarter of the 2023 financial year.
Explain the long‐term variable components of the remuneration systems
Not applicable.
B.8. Indicate whether certain variable components have been reduced or clawed back when, in the case of the former, payment has been consolidated and deferred or, in the case of the latter, consolidated and paid, on the basis of data that have subsequently proved to be inaccurate. Describe the amounts reduced or clawed back through the application of reduction or clawback clauses, why they were implemented and the years to which they refer.
Not applicable.
B.9. Explain the main characteristics of the long‐term saving schemes whose amount or equivalent annual cost is shown in the tables contained in Section C, including retirement and any other survival benefit, where these are wholly or partially financed by the company, whether funded internally or externally, stating the type of scheme, whether it is a defined contribution or benefit scheme, the conditions for the consolidation of economic rights in favour of the directors and the compatibility thereof with any kind of indemnity for early termination of the contractual relationship between the company and the director.
Not applicable.
B.10. Explain, where applicable, the severance pay or any other type of payment that has accrued and/or been received by directors during the year ended as the result of a director's early dismissal or resignation or as the result of the termination of the contract in the terms provided for therein.
Not applicable.
B.11. Indicate whether there have been any significant changes in the contracts of persons performing senior management duties, such as executive directors, and, where applicable, explain such changes. In addition, explain the main conditions set out in any new contracts signed with executive directors during the year, unless these have already been explained in Section A.1.
B.12. Explain any supplementary remuneration accrued by directors in consideration of services provided other than those inherent in their position.
Not applicable.
B.13. Explain any remuneration resulting from the grant of advances, loans and guarantees, with details of the interest rate, main features and amounts potentially repaid, as well as the obligations assumed on their behalf by way of security.
Not applicable.
B.14. Give details of the remuneration in kind accrued by the directors over the year, briefly explaining the nature of the different salary items.
Remuneration in kind paid to executive directors during the financial year 2022 amounted to 39 thousand euros and consisted of medical and life insurance and the provision of vehicles.
B.15. Indicate the remuneration accrued by the director by virtue of the payments made by the listed company to a third party organisation to which the director provides services, when these payments are allocated to the remuneration of the director's services at the company.
Not applicable.
B.16. Explain and detail the amounts accrued during the year in relation to any other remuneration item other than the above, regardless of its nature or the group entity that pays it, including all benefits in any form, such as when it is considered a related‐party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director, explaining the amount granted or pending payment, the nature of the consideration received and the reasons why it would have been considered, as the case may be, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other items" section of section C.
Not applicable.
| Nam e |
Typ e |
Acc l pe riod 20 22 rua |
|---|---|---|
| ÉS Ü MR . FE RN AN DO BA UT IST A S AG |
Ind nde Dir nt ect epe or |
Fro m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 |
| NC O C LO OR NO MR . D AV ID JIM EN EZ- BLA AR RIL DE ALB Z |
Ind nde nt Dir ect epe or |
m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 Fro |
| MR . LU IS A RR EDO ND O M ALO |
Ind nde nt Dir ect epe or |
Fro m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 |
| MR . CA TO HE NN ING ST ON EX |
Ind nde Dir nt ect epe or |
Fro m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 |
| . ST ISL AS C H MR AN MA RIE LU EN RY |
ieta Dir Pro ect pr ry or |
m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 Fro |
| MR . LU IS LOP EZ DE HE RR ERA -OR IA |
Ma ing Di tor nag rec |
1/ 01/ / 12/ Fro m 0 202 2 to 31 202 2 |
| MS . C HO NY MA RTI N V ICE NT E-M AZA RIE GO S |
Exe ive Dir cut ect or |
Fro m 0 1/ 01/ 202 2 to 31 / 12/ 202 2 |
| Nam e |
Fix ed Pay nt me |
Allo wa nce s |
Pay nt f for me or mb hip of me ers boa rd mit tee com s |
Sal ary |
Sho rt-t erm iab le var nt pay me |
Lon ter g- m iab le var nt pay me |
Com sat ion pen |
Oth item er s |
Tot al f 202 2 or |
Tot al f 202 1 or |
|---|---|---|---|---|---|---|---|---|---|---|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
100 | 100 | 100 | |||||||
| NC O C LO OR NO DAV ID JIM EN EZ- BLA AR RIL DE ALB Z |
100 | 100 | 100 | |||||||
| LUI S A RR EDO ND O M ALO |
125 | 125 | 125 | |||||||
| CAT O H G S TO EN NIN NEX |
100 | 100 | 100 | |||||||
| STA NIS LAS MA RIE LU C H EN RY |
||||||||||
| LUI S L OP EZ DE HE RR ERA -OR IA |
600 | 480 | 27 | 1, 107 |
866 | |||||
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
325 | 200 | 12 | 537 | 362 |
Remarks
The executive directors have received during the year ended a short-term variable remuneration corresponding to the Company's result in financial year 2021 consisting of a bonus of 80% of the fixed remuneration for the year 2021. This remuneration was approved by the Board of Directors on 22 February 2022 in line with the provisions of section A.1.6.
| Fin ial inst anc beg of inn ing |
t th ent rum s a e 202 2 |
Fin ial anc ard ed aw |
inst ent rum s dur ial olid d d the ing 20 22 Fin inst ent ate urin anc rum s c ons g ye ar |
Ins tru nts me Fin ial inst t th ent anc rum s a e ed but tur ma end of 202 2 ised not ex erc |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nam e |
Nam f P lan e o |
. of No inst ent rum s |
. of No iva len t equ sha res |
. of No inst ent rum s |
. of No iva len t equ sha res |
. of No inst ent rum s |
No of len t/co iva equ n sol ida ted sha res |
Pric f e o sol ida ted con sha res |
Net ofit fro pr m sha res or sol ida ted con fina nci al inst ent rum s ( tho nds of €) usa |
. of No inst ent rum s |
. of No inst ent rum s |
. of No iva len t equ sha res |
| FER NA ND O ÉS Ü TIS SAG BAU TA |
Pla n |
0.0 0 |
||||||||||
| DA VID JIM EN EZ- BLA NC O CA RR ILL O D E ALB OR NO Z |
Pla n |
0.0 0 |
||||||||||
| LUI S A RR EDO ND O LO MA |
Pla n |
0.0 0 |
||||||||||
| CAT O H G S TO EN NIN NEX |
P lan |
0.0 0 |
||||||||||
| STA NIS LAS MA RIE LUC HE NR Y |
Pla n |
0.0 0 |
||||||||||
| LUI S L OP EZ DE HE RR ERA -OR IA |
Pla n |
0.0 0 |
||||||||||
| CH ON Y M AR TIN VIC ENT E-M AZA RIE GO S |
Pla n |
0.0 0 |
Remarks
iii) Long‐term savings plans.
| Nam e |
fro olid f Rem rat ion atio une m c ons n o rig hts ing to ste sav s sy m |
|---|---|
| ÉS Ü O B TIS SAG FER NA ND AU TA |
|
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
|
| LUI S A RR EDO ND O M ALO |
|
| CAT O H G S TO EN NIN NEX |
|
| STA NIS LAS MA RIE LU C H EN RY |
|
| LUI S L OP EZ DE HE RR ERA -OR IA |
|
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
| Con | trib utio th fro m t n o ver e y ear |
he ( tho nds com pan y usa |
of €) |
t of ula ted fu nds ( tho nds of €) Am oun ac cum usa |
||||
|---|---|---|---|---|---|---|---|---|
| Nam e |
th sol ida ted Sav ing ste wi s sy ms con hts ic r ig eco nom |
th olid d Sav ing ste wi ate s sy ms unc ons hts ic r ig eco nom |
th sol ida ted Sav ing ste wi s sy ms con hts ic r ig eco nom |
th olid d Sav ing ste wi ate s sy ms unc ons hts ic r ig eco nom |
||||
| FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
||||||||
| DA VID JIM EN EZ- BLA NC O CA RR ILL O D E A LBO RN OZ |
||||||||
| LUI S A RR EDO ND O M ALO |
||||||||
| CAT O H EN NIN G S TO NEX |
| Con | trib th fro utio m t n o ver e y ear |
he ( tho nds com pan y usa |
of €) |
t of ula ted Am oun ac cum |
fu nds ( tho nds of €) usa |
|||
|---|---|---|---|---|---|---|---|---|
| Nam e |
Sav ing ste wi th sol ida ted s sy ms con hts ic r ig eco nom |
Sav ing ste wi th olid ate d s sy ms unc ons hts ic r ig eco nom |
Sav ing ste wi th sol ida ted s sy ms con hts ic r ig eco nom |
Sav ing ste wi th olid ate d s sy ms unc ons hts ic r ig eco nom |
||||
| FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
|
| STA NIS LAS MA RIE LU C H EN RY |
||||||||
| LUI S L OP EZ DE HE RR ERA -OR IA |
||||||||
| CH ON Y M AR TIN VIC ENT E-M AZA RIE GO S |
Remarks
| Nam e |
Ite m |
Am t p aid oun |
|---|---|---|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
Ite m |
|
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
Ite m |
|
| LUI S A RR EDO ND O M ALO |
Ite m |
|
| CAT O H EN NIN G S TO NEX |
Ite m |
|
| STA NIS LAS MA RIE LU C H EN RY |
Ite m |
|
| LUI S L OP EZ DE HE RR ERA -OR IA |
HEA LTH AN D L IFE IN SU RA NC E, VE HIC LE. |
27 |
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
HEA LTH AN D L IFE IN SU RA NC E, VE HIC LE. |
12 |
Remarks
b) Remuneration of the company's directors for their membership of the boards of other group companies:
i) Cash payments accrued (thousands of €)
| Nam e |
Fixe d P ent aym |
Allo wa nce s |
nt f Pay me or mb hip of me ers boa rd mit tee com s |
Sal ary |
Sho rt-t erm iab le var nt pay me |
Lon ter g- m iab le var nt pay me |
Com ion sat pen |
Oth item er s |
Tot al f 202 2 or |
Tot al f 202 1 or |
|---|---|---|---|---|---|---|---|---|---|---|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
||||||||||
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
||||||||||
| LUI S A RR EDO ND O M ALO |
||||||||||
| CAT O H G S TO EN NIN NEX |
||||||||||
| STA NIS LAS MA RIE LU C H EN RY |
||||||||||
| LUI S L OP EZ DE HE RR ERA -OR IA |
||||||||||
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
Remarks
| Fin ial inst anc beg inn ing of |
t th ent rum s a e 202 2 |
Fin ial anc ard ed aw |
inst ent rum s dur ing 20 22 |
Fin ial inst olid d d urin the ent ate anc rum s c ons g ye ar |
Ins tru nts me ed but tur ma ised not ex erc |
Fin ial inst anc end of 202 2 |
t th ent rum s a e |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nam e |
Nam f P lan e o |
. of No inst ent rum s |
. of No iva len t equ sha res |
. of No inst ent rum s |
. of No iva len t equ sha res |
. of No inst ent rum s |
of No iva len t/co equ n sol ida ted sha res |
f Pric e o sol ida ted con sha res |
Net ofit fro pr m sha res or sol ida ted con fina nci al inst ent rum s ( tho nds of €) usa |
. of No inst ent rum s |
. of No inst ent rum s |
. of No iva len t equ sha res |
| FER NA ND O ÉS Ü BAU TIS TA SAG |
Pla n |
0.0 0 |
||||||||||
| DA VID JIM EN EZ- BLA NC O CA RR ILL O D E ALB OR NO Z |
Pla n |
0.0 0 |
||||||||||
| EDO O LUI S A RR ND MA LO |
Pla n |
0.0 0 |
||||||||||
| CAT O H G S TO EN NIN NEX |
Pla n |
0.0 0 |
||||||||||
| STA NIS LAS MA RIE LUC HE NR Y |
Pla n |
0.0 0 |
||||||||||
| S L OP LUI EZ DE HE RR ERA -OR IA |
Pla n |
0.0 0 |
||||||||||
| ON CH Y M AR TIN VIC ENT E-M AZA RIE GO S |
lan P |
0.0 0 |
Remarks
iii) Long‐term savings plans.
| Nam e |
Rem ion fro olid atio f rat une m c ons n o hts rig to ing ste sav s sy m |
|---|---|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
|
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
|
| EDO O M ALO LUI S A RR ND |
|
| CAT O H EN NIN G S TO NEX |
|
| STA NIS LAS MA RIE LU C H EN RY |
|
| S L OP -OR LUI EZ DE HE RR ERA IA |
|
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
| Con | trib utio th fro m t n o ver e y ear |
he ( tho nds com pan y usa |
of €) |
Am t of ula ted fu nds ( tho nds of €) oun ac cum usa |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Nam e |
th sol ida ted Sav ing ste wi s sy ms con ic r ig hts eco nom |
th olid d Sav ing ste wi ate s sy ms unc ons ic r ig hts eco nom |
Sav ing ste wi s sy ms ic r ig eco nom |
th sol ida ted con hts |
th olid d Sav ing ste wi ate s sy ms unc ons ic r ig hts eco nom |
||||
| FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
||
| ÉS Ü FER NA ND O B AU TIS TA SAG |
|||||||||
| DA VID JIM EN EZ- BLA NC O CA RR ILL O D E A LBO RN OZ |
|||||||||
| ÍA LUI S M AR AR RED ON DO MA LO |
|||||||||
| CAT O H EN NIN G S TO NEX |
| Con | trib utio th fro m t n o ver e y ear |
he ( tho nds of com pan y usa |
t of ula ted fu nds ( tho nds of €) Am oun ac cum usa |
|||||
|---|---|---|---|---|---|---|---|---|
| Nam e |
th sol ida ted Sav ing ste wi s sy ms con hts ic r ig eco nom |
th olid d Sav ing ste wi ate s sy ms unc ons hts ic r ig eco nom |
Sav ing ste wi s sy ms ic r ig eco nom |
th sol ida ted con hts |
th olid d Sav ing ste wi ate s sy ms unc ons hts ic r ig eco nom |
|||
| FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
FY 202 2 |
FY 202 1 |
|
| STA NIS LAS MA RIE LU C H EN RY |
||||||||
| LUI S L OP EZ DE HE RR ERA -OR IA |
||||||||
| CH ON Y M AR TIN VIC ENT E-M AZA RIE GO S |
Remarks
| Nam e |
Ite m |
Am aid t p oun |
|---|---|---|
| ÉS Ü FER NA ND O B AU TIS TA SAG |
Ite m |
|
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
Ite m |
|
| LUI S A RR EDO ND O M ALO |
Ite m |
|
| CAT O H EN NIN G S TO NEX |
Ite m |
|
| STA NIS LAS MA RIE LU C H EN RY |
Ite m |
|
| LUI S L OP EZ DE HE RR ERA -OR IA |
Ite m |
|
| CH ON CE GO S Y M AR TIN VI NT E-M AZA RIE |
Ite m |
Remarks
c) Summary of payments (thousands of €):
Thissummary should include the amounts corresponding to all payment items, including those indicated in this report which the director has accrued, shown in thousands of euros.
| ed hin th ed hin Pay nts wit e C Pay nts wit ani me ac cru om pan me ac cru gr oup co mp es y |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nam e |
Tot al c ash nt pay me |
ofit fro Net pr m sha res or sol ida ted con fina nci al inst ent rum s |
Pay nts me fro avi m s ngs sch em es |
Pay fro nts me m oth item er s |
Com pan y al 2 tot 022 |
Tot al c ash nt pay me |
ofit fro Net pr m sha res or sol ida ted con fina nci al inst ent rum s |
Pay fro nts me m ing sav s sch em es |
Pay fro nts me m oth item er s |
Gro tot al up 202 2 |
Com Gr y + pan oup al 2 022 tot |
| ÉS Ü FER NA ND O B AU TIS TA SAG |
100 | 100 | 100 | ||||||||
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
100 | 100 | 100 | ||||||||
| LUI S A RR EDO ND O M ALO |
125 | 125 | 125 | ||||||||
| CAT O H EN NIN G S TO NEX |
100 | 100 | 100 | ||||||||
| STA NIS LAS MA RIE LU C H EN RY |
|||||||||||
| S L OP -OR LUI EZ DE HE RR ERA IA |
107 1, |
107 1, |
1, 107 |
||||||||
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
537 | 537 | 537 | ||||||||
| TO TA L |
2, 069 |
2, 069 |
2, 069 |
Remarks
C.2. Indicate the evolution over the last 5 years of the amount and percentage variation of the remuneration accrued by each of the listed company's directors who have been directors during the year, of the consolidated results of the company and of the average remuneration on a full‐time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listedcompany.
| al a ued d % l va Tot unt riat ion mo s a ccr an an nua |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Nam e |
FY 202 2 |
% Var iati on 202 2/ 202 1 |
FY 202 1 |
% Var iati on 202 1/ 202 |
FY 202 0 |
% Var iati on 202 0/ 201 9 |
FY 201 9 |
% Var iati on 201 9/ 201 8 |
FY 201 8 |
| ive Di Exe cut tor rec |
|||||||||
| CH ON Y M AR TIN VI CE NT E-M AZA RIE GO S |
537 | 48. 34 |
362 | -54 .86 |
802 | - | 0 | - | 0 |
| LUI S L OP EZ DE HE RR ERA -OR IA |
1, 107 |
27. 83 |
866 | -69 .84 |
2, 871 |
303 .80 |
711 | n.d | 62 |
| Ind de Dir nt ect ep en or |
|||||||||
| O H TO CAT EN NIN G S NEX |
100 | 0.0 0 |
100 | 25. 00 |
80 | 21. 21 |
66 | 560 .00 |
10 |
| DAV ID JIM EN EZ- BLA NC O C AR RIL LO DE ALB OR NO Z |
100 | 0.0 0 |
100 | 8.7 0 |
92 | 39. 39 |
66 | 560 .00 |
10 |
| ÉS Ü FER NA ND O B AU TIS TA SAG |
100 | 0.0 0 |
100 | 8.7 0 |
92 | 39. 39 |
66 | 560 .00 |
10 |
| ÍA LUI S M AR AR RED ON DO MA LO |
125 | 0.0 0 |
125 | 9.6 5 |
114 | 37. 35 |
83 | 591 .67 |
12 |
| lida ted sul of the Co ts nso re co mp an y |
|||||||||
| 10, 563 |
-59 .57 |
26, 125 |
99. 56 |
13, 091 |
-14 .93 |
15, 389 |
n.d | 1, 124 |
|
| Av loy tio era ge em ee com pe p nsa n |
|||||||||
| 256 | 33. 33 |
192 | -58 .71 |
465 | 159 .78 |
179 | 752 .38 |
21 |
Remarks
The company was incorporated in 2018 and accrued compensations began on October 23, 2018.
If there are any significant aspects of directors' remuneration which have not been mentioned in the previous sections of this report, but which should be included in the interests of providing comprehensive and reasoned information on the remunerative structure and practices of the company regarding its directors, please provide details in brief.
| Not applicable. |
|---|
| This annual report on remuneration was approved by the company's board of directors at its meeting held on: |
| 22/02/2023 |
| Indicate whether any director abstained or voted against the approval of this Report. |
[ ] Yes [ √ ] No
The Board of Directors of the company Árima Real Estate SOCIMI, S.A. on 22 February 2023, and in compliance with the requirements established in article 253 of LSC and article 37 of Commercial Code proceeds to prepare the Annual Accounts and the Management Report for the financial year ended on 31 December 2022, which are constituted by the attached documents that precede this writing.
President Vice-president and CEO
Mr. Luis María Arredondo Malo Mr. Luis Alfonso López de Herrera-Oria
Mr. David Jiménez-Blanco Carrillo de Albornoz Mr. Cato Henning Stonex Board Member Board Member
Mr. Fernando Bautista Sagüés Mr. Stanislas Henry Board Member Board Member
Mrs. Chony Martín Vicente-Mazariegos Board Member
In the minutes drawn up by the Secretary of the Board, to record that, following the preparation by the members of the Board of Directors of the Annual Accounts and Directors' Report of Árima Real Estate SOCIMI, S.A. for the year ended 31 December 2022 at the meeting held on 22 February 2023, all the directors have signed this document by affixing their signatures on this last page, to which I hereby attest, in Madrid on 22 February 2023. I also certify that these Annual Accounts are the same as those approved by the aforementioned Board of Directors, and I therefore sign all pages.
Mr. Iván Azinovic Gamo
For the purposes of the provisions of Art. 8.1 b) of Royal Decree 1362/2007, of 19 October 2007, the members of the Board of Directors of Árima Real Estate SOCIMI, S.A.
Declare:
That to the best of their knowledge, the annual accounts of Árima Real Estate SOCIMI, S.A. (balance sheet, income statement, statement of changes in equity, cash flow statement and notes) for the year ended 31 December 2022, prepared by the Board of Directors at its meeting of 22 February 2023 and drawn up in accordance with the applicable accounting principles, give a true and fair view of the net worth, financial position and results of Árima Real Estate SOCIMI, S.A.
They also declare that the management report supplementary to the annual accounts includes a faithful analysis of the evolution of the business results and position of Árima Real Estate SOCIMI, S.A., as well as a description of the main risks and uncertainties it faces.
In Madrid, 22 February 2023
President Vice-president and CEO
Mr. Luis María Arredondo Malo Mr. Luis Alfonso López de Herrera-Oria
Mr. David Jiménez-Blanco Carrillo de Albornoz Mr. Cato Henning Stonex Board Member Board Member
Mr. Fernando Bautista Sagües Mr. Stanislas Henry Board Member Board Member
Mrs. Chony Martín Vicente-Mazariegos Board Member
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