Annual / Quarterly Financial Statement • Feb 28, 2023
Annual / Quarterly Financial Statement
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| Our | |
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| response | Our audit procedures in this regard included, among other, the following: |
| Understanding the Enagás, S.A. process for assessing the recoverability of these assets and reviewing the design and operating effectiveness and implementation of key controls. |
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| Evaluating compliance with the terms and conditions of the contracts and agreements between shareholders of Gasoducto Sur Peruano, S.A. |
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| Analyzing recent relevant notifications between Peruvian official bodies and Gasoducto Sur Peruano, S.A., as well as the documents included in the claim filed by Enagás with the ICSID and the Peruvian government's and Enagás' various replies, responses, and rejoinders. |
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| Holding meetings with external and independent experts in Peruvian and |
| Description | Enagás, S.A. makes significant estimates when testing investments in group companies for impairment (equity instruments) in those companies with indications of impairment loss (determined by analyzing the recoverable amount of the investments). |
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| The principal figures and the criteria and hypotheses used in the related valuation of these assets are described in Note 1.5 to the financial statements. |
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| We have determined these estimates and valuations to be a key audit matter since, given the amount of the assets affected, small changes in the hypotheses could have a material impact on the Enagás S.A. financial statements. |
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| Our | ||||||||
| response | Our audit procedures consisted, among other, the following: | |||||||
| Þ | Understanding the Enagás, S.A. process for assessing the recoverability of these assets and reviewing the design and operating effectiveness and implementation of key controls. |
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| $\triangleright$ | Reviewing, in collaboration with valuation specialists, the reasonableness of the methodology used by Management for preparing the discounted cash flow statements of those investments, focusing particularly on the discount rate. |
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| $\geq$ | Analyzing the financial information projected in the business plan of each investee company by analyzing historical financial information, current market conditions, and expectations regarding their future performance. |
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| $\triangleright$ | Checking the mathematical accuracy of impairment models and reviewing the sensibility analysis performed by the Management. |
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| $\triangleright$ | Reviewing the information disclosed by the Entity with respect to these estimates to the accompanying financial statements in accordance with the applicable financial reporting framework. |
"Translation of financial statements originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain. In the event of a discrepancy, the Spanish-language version prevails"
| BALANCE SHEET AT DECEMBER 31, 2022 | 3 | |||||
|---|---|---|---|---|---|---|
| INCOME STATEMENT AT DECEMBER 31, 2022 | ||||||
| STATEMENT OF RECOGNISED INCOME AND EXPENSES AT DECEMBER 31, 2022 | 6 | |||||
| STATEMENT OF TOTAL CHANGES IN EQUITY AT DECEMBER 31, 2022 | 7 | |||||
| CASH FLOW STATEMENT AT DECEMBER 31, 2022 | 8 | |||||
| 1. | Company activities and presentation bases | 9 | ||||
| 1.1 | Company activity | 10 | ||||
| 1.2 | Presentation bases | 10 | ||||
| 1.3 | International economic situation | 11 | ||||
| 1.4 | Estimates and accounting judgements made | 12 | ||||
| 1.5 | Investments in group and multigroup companies | 13 | ||||
| 1.6 | Dividends distributed and proposed | 20 | ||||
| 1.7 | Commitments and guarantees | 21 | ||||
| 2. | Operational performance of the company | 23 | ||||
| 2.1 | Operating profit | 24 | ||||
| 2.2 | Trade and other receivables | 28 | ||||
| 2.3 | Trade and other payables | 28 | ||||
| 2.4 | Property, plant, and equipment | 30 | ||||
| 2.5 | Intangible assets | 32 | ||||
| 2.6 | Impairment of non-financial assets | 33 | ||||
| 2.7 | Leases | 34 | ||||
| 2.8 | Provisions and contingent liabilities | 35 | ||||
| 3. | Capital structure, financing and financial result | 36 | ||||
| 3.1 | Equity | 37 | ||||
| 3.2 | Financial debts | 39 | ||||
| 3.3 | Net financial gain /(loss) | 41 | ||||
| 3.4 | Derivative financial instruments | 41 | ||||
| 3.5 | Financial and capital risk management | 40 | ||||
| 3.6 | Cash flows | 43 | ||||
| 4. | Other Information | 45 | ||||
| 4.1 | Information on other items on the balance sheet | 45 | ||||
| 4.2 | Tax situation | 47 | ||||
| 4.3 | Related party transactions and balances | 51 | ||||
| 4.4 | Remuneration to the members of the Board of Directors and Senior Management | 53 | ||||
| 4.5 | Other information concerning the Board of Directors | 57 | ||||
| 4.6 | Other Information | 58 | ||||
| 4.7 | Subsequent events | 57 | ||||
| 5. | Explanation added for translation to English | 58 | ||||
| MANAGEMENT REPORT OF ENAGÁS, S.A. | 59 |
(In thousands of euros)
| NON-CURRENT ASSETS 5,620,784 5,822,118 Intangible assets 2.5 23,425 18,763 110 74 Research and development 23,315 18,689 IT applications Property, plant, and equipment 2.4 20,910 27,002 Land and buildings 14,160 14,964 4,754 4,280 Technical facilities and other PP&E Prepayments and work in progress 1,996 7,758 Property investments 4.1.a 17,410 18,660 Land 17,410 18,660 Long-term investments in group and multigroup companies 1.5 5,078,089 5,314,790 Equity instruments 5,078,089 5,314,790 Long-term financial investments 472,117 431,936 Loans to third parties 11 12 Other financial assets 1.5.c 472,106 431,924 Deferred tax assets 4.2.g 8,833 10,967 CURRENT ASSETS 332,320 823,525 Non-current assets held for sale 2.4 8,882 - Inventories 1 1 Raw materials and other procurements 1 1 Trade and other receivables 13,242 23,862 Customers, Group companies and associates 2.2 11,143 11,295 Other receivables 579 194 Personnel 87 98 Current tax assets 280 12,272 Other credits with the Public Administrations 1,153 3 Short-term investments in group and multigroup companies 1.5 235,510 653,078 Loans to companies 100,510 523,246 Other financial assets 135,000 129,832 Short-term accruals 2,749 2,086 Cash and cash equivalents 3.6.a 71,936 144,498 Treasury 71,936 144,498 TOTAL 5,953,104 6,645,643 |
ASSETS | Notes | 12.31.2022 | 12.31.2021 |
|---|---|---|---|---|
The accompanying Notes 1 to 5 constitute an integral part of the Balance Sheet at December 31, 2022
| LIABILITIES | Notes | 12.31.2022 | 12.31.2021 |
|---|---|---|---|
| EQUITY | 2,698,398 | 2,691,201 | |
| SHAREHOLDERS' EQUITY | 2,698,398 | 2,690,592 | |
| Capital | 3.1.a | 392,985 | 392,985 |
| Subscribed capital | 392,985 | 392,985 | |
| Issue premium | 3.1.b | 465,116 | 465,116 |
| Issue premium | 465,116 | 465,116 | |
| Reserves | 3.1.d | 1,571,296 | 1,558,979 |
| Legal and statutory | 78,597 | 78,597 | |
| Other reserves | 1,492,699 | 1,480,382 | |
| Treasury shares | 3.1.c | (18,366) | (12,464) |
| Profit /(loss) for the year | 463,320 | 457,259 | |
| Interim dividend | 1.6.a | (179,684) | (177,812) |
| Other equity instruments | 3,731 | 6,529 | |
| ADJUSTMENTS FOR CHANGES IN VALUE | 3.1.e | - | (22) |
| Hedging transactions | - | (22) | |
| GRANTS, DONATIONS AND BEQUESTS RECEIVED | - | 631 | |
| Grants, donations and bequests received | - | 631 | |
| NON-CURRENT LIABILITIES | 2,459,923 | 2,973,807 | |
| Long-term provisions | 2.8.a | 925 | 663 |
| Obligations for long-term employee benefits | 925 | 663 | |
| Long-term debts | 3.2.a | 5 | 197,734 |
| Debts with credit institutions | - | 197,694 | |
| Other financial liabilities | 5 | 40 | |
| Long-term debts with group companies and associates | 3.2.c | 2,457,553 | 2,771,377 |
| Deferred tax liabilities | 4.2.g | 1,430 | 3,226 |
| Long-term accruals | 10 | 807 | |
| CURRENT LIABILITIES | 794,783 | 980,635 | |
| Other current liabilities | 2,291 | - | |
| Short-term debts | 3.2.b | 5,938 | 8,284 |
| Debts with credit institutions | 1,124 | 94 | |
| Other financial liabilities | 4,814 | 8,190 | |
| Short-term debts with group companies and associates | 3.2c | 734,107 | 917,716 |
| Trade and other payables | 2.3 | 52,156 | 54,251 |
| Suppliers | 11,511 | 11,045 | |
| Payables to group companies and associates | 2,085 | 733 | |
| Other payables | 7 | 618 | |
| Personnel | 4,954 | 9,352 | |
| Current tax liabilities | - | 630 | |
| Other debts with the Public Administrations | 33,599 | 31,873 | |
| Short-term accruals | 291 | 384 | |
| TOTAL | 5,953,104 | 6,645,643 | |
The accompanying Notes 1 to 5 constitute an integral part of the Balance Sheet at December 31, 2022
(In thousands of euros)
| Notes | 12.31.2022 | 12.31.2021 | |
|---|---|---|---|
| CONTINUING OPERATIONS | 497,357 | 501,831 | |
| Revenue | 2.1.a | 612,505 | 591,596 |
| Rendering of services | 73,994 | 75,222 | |
| Dividend income from group and multigroup companies | 538,511 | 516,374 | |
| Work done by the company for its assets | 2.4 | 313 | 364 |
| Other operating income | 449 | 1,113 | |
| Accessory income and other current management income | 449 | 1,113 | |
| Personnel expenses | 2.1.b | (54,423) | (49,773) |
| Wages, salaries and similar | (42,830) | (37,760) | |
| Social contributions | (11,593) | (12,013) | |
| Other operating expenses | 2.1.c | (45,903) | (37,464) |
| External services | (45,533) | (36,843) | |
| Taxes | (338) | (267) | |
| Other management expenses | (32) | (354) | |
| Amortisation of fixed assets | 2.4 and 2.5 | (5,999) | (5,755) |
| Impairment and gains /(losses) on disposal of assets | 2.4 and 4.1.a | (1,261) | (360) |
| Impairment and gains /(losses) on disposals of financial instruments | 2.1.d | (8,324) | 2,110 |
| OPERATING PROFIT | 497,357 | 501,831 | |
| Financial income | 3.3 | 14,307 | 12,831 |
| From marketable securities and other financial instruments | 14,307 | 12,831 | |
| For debts with third parties | 14,307 | 12,831 | |
| Financial expenses | 3.3 | (61,460) | (70,119) |
| For debts with group companies and associates | (53,544) | (65,467) | |
| For debts with third parties | (7,916) | (4,652) | |
| Exchange differences | 3.3 and 4.1.b | (71) | 862 |
| FINANCIAL RESULT | (47,224) | (56,426) | |
| PROFIT /(LOSS) BEFORE TAX | 450,133 | 445,405 | |
| Income tax | 4.2.e | 13,187 | 11,854 |
| PROFIT /(LOSS) FOR THE YEAR FROM CONTINUING | |||
| OPERATIONS | 463,320 | 457,259 | |
| DISCONTINUED OPERATIONS | - | - | |
| PROFIT /(LOSS) FOR THE YEAR | 463,320 | 457,259 |
The accompanying Notes 1 to 5 constitute an integral part of the Income Statement at December 31, 2022
(In thousands of euros)
| Notes | 12.31.2022 | 12.31.2021 | |
|---|---|---|---|
| RESULTS TO THE INCOME STATEMENT | 463,320 | 457,259 | |
| INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY | 1,496 | (27) | |
| From cash flow hedges | 3.1.e | 2,836 | (36) |
| For grants, donations and bequests received | (841) | - | |
| Tax effect | (499) | 9 | |
| AMOUNTS TRANSFERRED TO THE INCOME STATEMENT | (2,105) | 5 | |
| From cash flow hedges | 3.1.e | (2,807) | 7 |
| For grants, donations and bequests received | - | - | |
| Tax effect | 702 | (2) | |
| TOTAL RECOGNISED INCOME AND EXPENSES | 462,711 | 457,237 |
The accompanying Notes 1 to 5 constitute an integral part of the Statement of Recognised Income and Expenses at December 31, 2022
(In thousands of euros)
| Note | Capital | Issue premium and reserves |
Treasury shares |
Profit /(loss) for the year |
Interim dividend |
Other equity instruments |
Adjustments for changes in value |
Grants, donations and bequests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| BALANCE ADJUSTED AT THE BEGINNING OF 2021 | 392,985 | 2,022,765 | (12,464) | 440,630 | (175,720) | 4,402 | - | 631 | 2,673,229 | |
| Total recognised income and expenses | - | - | - | 457,259 | - | - | (22) | - | 457,231 | |
| Transactions with shareholders | - | - | - | (263,580) | (177,812) | - | - | - | (441,392) | |
| Distribution of dividends | 1.6 | - | - | - | (263,580) | (177,812) | - | - | - | (441,392) |
| Other changes in equity | - | 1,330 | - | (177,050) | 175,720 | 2,127 | - | - | 2,127 | |
| Payments based on equity instruments | 3.1.c | - | - | - | - | - | 2,127 | - | - | 2,127 |
| Other changes | - | 1,330 | - | (177,050) | 175,720 | - | - | - | - | |
| BALANCE AT DECEMBER 31, 2021 | 392,985 | 2,024,095 | (12,464) | 457,259 | (177,812) | 6,529 | (22) | 631 | 2,691,201 | |
| BALANCE ADJUSTED AT THE BEGINNING OF 2021 | 392,985 | 2,024,095 | (12,464) | 457,259 | (177,812) | 6,529 | (22) | 631 | 2,691,201 | |
| Total recognised income and expenses | - | - | - | 463,320 | - | - | 22 | (631) | 462,711 | |
| Transactions with shareholders | - | 12,217 | - | (266,718) | (179,684) | - | - | - | (434,185) | |
| Distribution of dividends | 1.6 | - | 12,217 | - | (266,718) | (179,684) | - | - | - | (434,185) |
| Transactions with treasury shares | - | - | (9,677) | - | - | - | - | - | (9,677) | |
| Other changes in equity | - | 100 | 3,775 | (190,541) | 177,812 | (2,798) | - | - | (11,652) | |
| Payments based on equity instruments | 3.1.c | - | 100 | 3,775 | - | - | (2,798) | - | - | 1,077 |
| Other changes | - | - | - | (190,541) | 177,812 | - | - | - | (12,729) | |
| BALANCE AT DECEMBER 31, 2022 | 392,985 | 2,036,412 | (18,366) | 463,320 | (179,684) | 3,731 | - | - | 2,698,398 |
The accompanying Notes 1 to 5 constitute an integral part of the Statement of Total Changes in Equity at December 31, 2022.
(In thousands of euros)
| CASH FLOWS FROM OPERATING ACTIVITIES (I) 503,344 377,931 Profit /(loss) for the year before taxes 450,133 445,405 Adjustments to profit (479,529) (465,540) 2.4 and 2.5 5,999 Amortisation of fixed assets 262 Variation of provisions (17) Attribution of grants Gains/losses due to decreases and disposals of assets 1,261 Gains/losses due to decreases and disposals of assets (5,740) Financial income and dividends (555,546) (539,213) Financial expenses 3.3 61,460 Impairment 14,064 Exchange differences 71 Other income and expenses (1,343) |
12.31.2021 |
|---|---|
| 5,755 | |
| 426 | |
| (15) | |
| 360 | |
| - | |
| 70,119 | |
| (2,110) | |
| (862) | |
| - | |
| Changes in working capital 5,477 |
(7,658) |
| Trade and other receivables (1,039) |
500 |
| Other current assets (663) |
(1,222) |
| Trade and other payables 7,052 |
(7,390) |
| Other current liabilities 94 |
454 |
| Other non-current assets and liabilities 33 |
- |
| Other cash flows from operating activities 527,263 405,724 |
|
| Interest paid (57,700) (59,426) |
|
| Dividends received 533,343 |
413,642 |
| Interest received 12,738 |
10,019 |
| Income tax paid (received) 38,882 |
40,398 |
| Other receipts (payments) - |
1,089 |
| CASH FLOWS FROM INVESTING ACTIVITIES (II) 607,290 (63,548) |
|
| Payments for investments (164,915) (64,939) |
|
| Subsidiaries and associates (149,145) (54,548) |
|
| Intangible assets and property, plant and equipment 2.4 and 2.5 (15,770) (10,399) |
|
| Other financial assets - |
8 |
| Proceeds from disposals 772,205 |
1,391 |
| Subsidiaries and associates 772,205 |
1,391 |
| CASH FLOWS FROM FINANCING ACTIVITIES (III) (1,183,072) (423,130) |
|
| Proceeds from and payments on equity instruments (8,425) |
359 |
| Grants, donations and bequests received - |
359 |
| Acquisition of equity instruments (9,679) |
- |
| Disposal of equity instruments 1,254 |
- |
| Proceeds from and payments on financial liabilities (728,245) |
17,903 |
| - Issue of debts with credit entities 28,779 406,861 |
|
| - Issue of debts with group companies and associates 358,856 150,000 |
|
| - Repayment and amortisation of debts with credit entities (242,138) (407,216) |
|
| - Repayment and amortisation of debts with group companies and associates (873,742) (131,742) |
|
| Dividends paid and remuneration on other equity instruments (446,402) (441,392) |
|
| - Dividends 1.6 (446,402) (441,392) |
|
| EFFECT OF EXCHANGE RATE FLUCTUATIONS (IV) (124) |
862 |
| NET INCREASE/DECREASE IN CASH AND EQUIVALENTS (I + II + III + IV) (72,562) (107,885) |
|
| Cash and cash equivalents at beginning of the year 144,498 |
252,383 |
| Cash and cash equivalents at year-end 71,936 144,498 |
The accompanying Notes 1 to 5 constitute an integral part of the Cash Flow Statement at December 31, 2022
At December 31, 2022 the Balance Sheet shows a negative working capital of 462 million euros as a result of the reclassification to short-term of the debt with Enagás Financiaciones. However, the Company has been granted undrawn financial availability as detailed in Note 3.6 and it therefore does not represent a liquidity risk.
In 2022, both Enagás and its Group companies have operated normally, ensuring continuity of natural gas supply both in Spain and in the countries where these companies operate. This Group's main activity takes place within a stable regulatory framework.
As in 2021, in 2022 there were no significant equity effects as a result of the Covid-19 situation, as detailed in Note 1.3.
Also, there have been no significant effects as a result of the situation caused by the war in Ukraine.
At December 31, 2022, Enagás S.A. had granted guarantees amounting to 5,163 million euros (Note 1.7).
Enagás, S.A, a company incorporated in Spain on July 13, 1972 in accordance with the Corporate Enterprises Act, is the parent company of a group of entities including interests in subsidiaries, associated companies, joint operations and joint ventures, which are engaged in various activities and, together with Enagás, S.A., the Enagás Group (hereinafter the Group), with corporate purpose of the transmission, storage and regasification of natural gas, as well as all related functions with the technical management of the gas system.
The above activities can be carried out by Enagás, S.A. itself or through companies with an identical or analogous corporate purpose in which it holds interest, provided they remain within the scope and limitations established by legislation applicable to the hydrocarbons sector. In accordance with said legislation, the activities related to transmission and technical management of the system which are of a regulated nature must be carried out by two subsidiaries entirely owned by Enagás, S.A. (Enagás Transporte, S.A.U. and Enagás GTS, S.A.U., respectively). Consequently, the corporate purpose includes:
a. Management of the corporate group comprised of the interest held in share capital of companies belonging to the group.
b. Rendering of assistance or support services to affiliates, including the provision of appropriate guarantees and reinforcement for them.
Its registered address is located at Paseo de los Olmos, 19, 28005, Madrid. The Articles of Association and other public information about the Company and its Group may be consulted on its web page, www.enagas.es, and at its registered office.
In addition to the operations carried out directly, Enagás, S.A., as the parent company of the Enagás Group and in accordance with current legislation, is obliged to separately prepare consolidated accounts of the Group, which also include interests in subsidiaries, associates, joint operations and joint ventures.
The main figures of the consolidated Annual Accounts of the Enagás Group for 2022 and 2021 are the following:
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Total assets | 9,398,577 | 9,873,818 |
| Equity | 3,218,302 | 3,101,650 |
| Revenue | 957,100 | 975,686 |
| Net profit /(loss) | 375,774 | 403,826 |
These Annual Accounts have been prepared by the Directors in accordance with the financial information regulatory framework applicable to the Company, which is established in:
In addition, no non-compulsory accounting principles have been applied.
Also, the Directors authorised these Annual Accounts for issue in due consideration of all compulsory accounting principles and standards with a significant effect on the Annual Accounts. The Annual Accounts of Enagás, S.A. and its Consolidated Group for financial year 2022 were prepared by its Directors at the Board of Directors meeting held on February 20, 2023. The 2022 Annual Accounts of Enagás S.A. and its consolidated Group were approved at the Enagás, S.A. General Shareholders' Meeting held on March 31, 2022 and duly filed at the Madrid Companies Registry.
Following the recommendations of the supervisory bodies in relation to the economic situation caused by Covid-19, it should be noted that, as in previous years, this situation has not led to any change in the accounting policies of Enagás S.A. applied to date.
In order to comply with these recommendations, Note 1.3 below summarises the main aspects of the Covid-19 pandemic situation considered by the Company in relation to the financial statements of December 31, 2022, as well as those relating to the international situation caused by the war in Ukraine.
These Annual Accounts are presented in thousands of euros (unless otherwise stated).
The Annual Accounts of the Company have been prepared on a going concern basis.
At December 31, 2022, the Company has negative working capital in the amount of 462 million euros (157 million euros at December 31, 2021). However, the Company has been granted undrawn financial availability as detailed in (Note 3.6) and it therefore does not represent a liquidity risk.
The accompanying Annual Accounts do not include the information or disclosures which, not requiring detail due to their qualitative importance, the Group did not consider of material significance or important relative to the concept of materiality as defined in the conceptual framework of the National Charts of Accounts, taking into account the Annual Accounts as a whole.
The accompanying Annual Accounts, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and criteria set out therein and, accordingly, provide a true and fair view of the Company's equity, financial position, results of operations, the statement of changes in equity and cash flows during the year.
These Annual Accounts have been prepared by the Directors of the Company and will be submitted for approval by the General Shareholders' Meeting. It is expected that they will be approved without modification.
In compliance with Spanish mercantile law, for comparative purposes for each of the headings presented in the Balance Sheet, the Income Statement, the Statement of Changes in Equity, and the Cash Flow Statement, in addition to the figures for 2022, those of 2021 have been included. The Notes also include quantitative information from the previous year, except when an accounting standard specifically establishes this as unnecessary.
Certain items on the Balance Sheet, the Income Statement, the Statement of Changes in Equity and the Cash Flow Statement are grouped together to make them easier to understand, although when individual data is significant, specific information has been included in the respective Notes to these Annual Accounts.
In 2022 there were no significant changes in accounting policies with respect to those applied in 2021.
During the overall adverse economic situation of the previous year caused by the Covid-19 pandemic, both Enagás and its Group companies implemented contingency plans to ensure normal operation and continuity of natural gas supply both in Spain and in all the countries where these companies operate. Thus, during these years, including 2022, the going concern principle has continued to be fully applied in the preparation of these annual accounts. With regard to the Company's main activity relating to the operation and maintenance of the Spanish gas system, it should be noted that this takes place within a stable regulatory framework and in the 2022 financial year, as in the previous year, no effects or changes have been identified as a result of the situation caused by Covid-19 that could lead to capital losses for the Company. With regard to the liquidity situation, as indicated in Note 3.6, the Company
has a solid liquidity situation and liquid assets of 1,787,625 thousands of euros at December 31, 2022 (1,844,876 thousands of euros at December 31, 2021), thus maintaining the liquidity strategy and the credit and exchange rate risk policies. During the 2022 financial year, as in the 2021 financial year, there have been no impairment of financial assets or non-financial assets, as well as no significant extraordinary expenses corresponding to this situation or provisions or contingent liabilities that have been included in the financial statements of the Company as of December 31, 2022. Based on the Company's analysis, no impact was evidenced by the Covid-19 situation that needed to be recorded at December 31, 2022.
On February 24, 2022, Russia started an armed conflict in Ukraine, which continues at the date of authorisation for issue of these Annual Accounts. Also, on March 29, 2022, Royal Decree-Law 6/2022 was published, adopting urgent measures within the framework of the National Response Plan to the economic and social impact of the invasion of Ukraine. As a consequence of this conflict, significant instability, uncertainty and volatility are being generated in world markets, as well as higher inflation and other negative effects on the world economy, with the energy sector being particularly affected. At the date of the Annual Accounts, there have been no negative impacts on the Company's business or financial position as a result of this situation, although the Directors and management of the Company continue to monitor developments on an ongoing basis.
The results and determination of assets and liabilities disclosed in the Annual Accounts are sensitive to the accounting principles and policies, measurement bases and estimates used by the Company's Directors.
In the 2022 Annual Accounts, the Company's Senior Management have occasionally used estimates, subsequently ratified by the Directors, in order to quantify certain assets, liabilities, income, expenses and commitments recognised therein. These estimates basically relate to the following:
b. The measurement of assets to determine the possible existence of impairment losses (Notes 1.5.a, 2.6 and 4.1.a).
c. Provisions of invoices pending formalisation (Notes 2.2 and 2.3).
Although these estimates were made on the basis of the best information available at December 31, 2022 regarding the facts analysed, it is possible that future events may require these to be modified (upwards or downwards) in the years ahead. This would be carried out prospectively, recognising the effects of the changes to accounting estimates in the Annual Accounts.
During the twelve-month period ended December 31, 2022, there were no significant changes to the estimates made at 2021 year-end, and thus future periods are also not expected to be affected.
Investments included in this category are initially measured at cost, which is the fair value of the consideration given plus directly attributable transaction costs.
In the case of investments in group entities, if an investment existed before the entity was classified as a group entity, jointly controlled entity or associate, the cost of that investment is measured at the carrying amount that the investment should have had immediately before the entity is classified as such.
Subsequent measurement is also at cost, less any the cumulative amount of the impairment valuation adjustments.
The Company classifies a financial asset in this category if the following conditions are met:
Generally, loans and advances to customers and other debtors are included in this category.
In addition, the Company has equity instruments where it holds the investment in order to receive cash flows from the execution of a contract, through carry-forward tax losses and R&D deductions, and the contractual conditions of the financial asset give rise, on specified dates, to cash flows, consisting of principal and interest payments on the outstanding principal amount.
Financial assets classified in this category are initially measured at fair value, which, until proven otherwise, is assumed to be the transaction price, which is the fair value of the consideration given plus capitalised transaction costs.
Trade receivables maturing in no more than one year and not bearing a contractual interest rate, as well as advances and loans to employees, dividends receivable and disbursements on equity instruments, the amount of which is expected to be received in the short-term, may be measured at their face value when the effect of not discounting the cash flows is not significant.
The amortised cost method is used for subsequent measurement. Accrued interest is recognised in the income statement (financial income) using the effective interest rate method.
Receivables with a maturity of less than one year, which are initially measured at face value as described above, continue to be measured at nominal value unless they are impaired.
If the contractual cash flows of a financial asset measured at amortised cost change due to financial difficulties of the issuer, the Company generally assesses whether an impairment loss should be recognised.
Derecognition of balance of financial assets
The Company derecognises a financial asset from the balance sheet when:
Financial assets at cost
Financial assets at amortised cost
The breakdown of accounts under the headings "Investments in group and multigroup companies" and "Other financial investments", both short- and long-term at year-end 2022 and 2021 is as follows:
| 2022 | 2021 | |
|---|---|---|
| Long-term investments in group and multigroup companies and other financial investments |
5,550,206 | 5,746,726 |
| Long-term investments in group and multigroup companies (Note 1.5.a) | 5,078,089 | 5,314,790 |
| Equity instruments | 5,078,089 | 5,314,790 |
| Long-term financial investments | 472,117 | 431,936 |
| Loans to third parties | 11 | 12 |
| Other financial assets (Note 1.5.c) | 472,106 | 431,924 |
| Short-term investments in group and multigroup companies and other financial investments |
235,510 | 653,078 |
| Short-term investments in group and multigroup companies (Note 1.5.a) | 235,510 | 653,078 |
| Credits and receivables (Note 1.5.b) | - | 407,557 |
| Credits to group companies for tax effect (1) | 100,510 | 115,689 |
| Dividends receivable (2) | 135,000 | 129,832 |
(1) As mentioned in Note 4.2.b, Enagás S.A. is the parent company of Tax Consolidation Group 493/12 for corporate income tax, and this amount matches the accounts receivable from the different companies belonging to the group in respect of their contribution to the group's taxable income.
(2) This amount relates to the dividends receivable at December 31, 2022 which were distributed by Enagás Transporte. S.A.U in 2022 (Note 2.1.a)
| % Stake | Thousands of euros | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Result | Carrying amount | ||||||||||
| Name / Address / Activity | Direct | Indirect | Capital | Operating income |
Net | Remaining Equity |
Total Equity | Dividends Received |
Cost | Accumulated impairment |
Total |
| 2022 | 5,096,342 | (18,251) | 5,078,089 | ||||||||
| Enagás Transporte, S.A.U. | 100 | - 532,089 | 376,835 | 296,327 | 2,520,752 | 3,349,168 | 432,540 | 3,076,096 | - | 3,076,096 | |
| Enagás GTS, S.A.U. | 100 | - | 5,914 | (21) | (1,243) | 6,868 | 11,539 | - | 33,956 | - | 33,956 |
| Enagás Financiaciones, S.A.U. | 100 | - | 890 | 58,408 | 9,469 | 6,269 | 16,628 | 5,971 | 8,315 | - | 8,315 |
| Enagás Internacional, S.L.U. | 100 | - 162,692 | 161,467 149,836 | 1,701,934 | 2,014,462 | 100,000 | 1,855,990 | - | 1,855,990 | ||
| Estación de Compresión Soto la Marina, S.A.P.I. de C.V. |
48 | 2 | 10,553 | 5,419 | 2,825 | 8,293 | 21,671 | - | 5,147 | - | 5,147 |
| Enagás Perú SAC | - | 100 | 4,496 | (162) | (223) | (2,707) | 1,566 | - | 1 | (1) | - |
| Enagás México SA de C.V. | 1 | 99 | 3,779 | (840) | (883) | (2,628) | 268 | - | 89 | (89) | - |
| Enagás Emprende, S.L.U. | 100 | - | 22,304 | (2,773) | (7,695) | 37,593 | 52,202 | - | 74,375 | (9,946) | 64,427 |
| Enagás Services Solutions, S.L.U. |
100 | - | 7,218 | (50) | (5,646) | 14,242 | 15,814 | - | 24,104 | (8,215) | 15,889 |
| Mibgas Derivatives, S.A. | 19 | 9 | 500 | 192 | 192 | (122) | 570 | - | 97 | - | 97 |
| Enagás Renovable, S.L. | 60 | - | 4,320 | (7,536) (13,059) | 14,646 | 16,218 | - | 8,719 | - | 8,719 | |
| Enagás Infraestructuras de Hidrógeno, S.L.U. |
100 | - | 2,838 | 194 | (145) | 6,906 | 9,599 | - | 9,453 | - | 9,453 |
| 2021 | 5,318,979 | (4,189) | 5,314,790 | ||||||||
| Enagás Transporte, S.A.U. | 100 | - 532,089 | 438,271 379,174 | 2,927,681 | 3,838,944 | 455,152 | 3,425,908 | - | 3,425,908 | ||
| Enagás GTS, S.A.U. | 100 | - | 5,914 | 2,513 | 1,800 | 5,330 | 13,044 | - | 34,231 | - | 34,231 |
| Enagás Financiaciones, S.A.U. | 100 | - | 890 | 72,926 | 10,420 | 110 | 11,420 | 10,424 | 8,271 | - | 8,271 |
| Enagás Internacional, S.L.U. | 100 | - | 153,258 | 50,154 | 34,322 | 1,956,004 | 2,143,584 | 50,798 | 1,761,585 | - | 1,761,585 |
| Estación de Compresión Soto la Marina, S.A.P.I. de C.V. |
48 | 2 | 9,114 | 5,291 | 1,908 | 3,898 | 14,920 | - | 5,147 | - | 5,147 |
| Enagás Perú SAC | - | 100 | 4,170 | (346) | (593) | (2,506) | 1,071 | - | 1 | (1) | - |
| Enagás México SA de C.V. | 1 | 99 | 2,890 | (342) | (342) | (3,233) | 225 | - | 121 | (120) | 1 |
| Enagás Emprende, S.L.U. | 100 | - | 17,204 | (2,974) | (8,186) | 32,126 | 41,144 | - | 57,347 | (1,460) | 55,887 |
| Enagás Services Solutions, S.L.U. |
100 | - | 5,882 | 2,807 | - | 11,182 | 17,064 | - | 19,682 | (2,608) | 17,074 |
| Mibgas Derivatives, S.A. | 19 | 9 | 500 | 120 | 120 | (393) | 227 | - | 97 | - | 97 |
| Enagás Renovable, S.L. | 100 | - | 2,004 | (3,197) | (2,394) | 3,602 | 3,212 | - | 6,589 | - | 6,589 |
| Enagás Infraestructuras de Hidrógeno, S.L.U. |
- | - | - | - | - | - | - | - | - | - | - |
These Group companies are not listed on the Securities
In 2022, the main following changes were made to the Company's equity instruments:
On February 1, 2022, the Company Enagás, S.A. carried out a capital increase in Enagás Services Solutions S.L.U. by issuing 420,000 new shares with a nominal value of one euro each, with a total issue premium of 980 thousands of euros, through a fully disbursed monetary contribution.
On March 23, 2022, the Company Enagás, S.A. carried out a capital increase in Enagás Services Solutions, S.L.U. by issuing 916,060 new shares with a nominal value of one euro each, with a total issue premium of 2,137 thousands of euros, through a fully disbursed monetary contribution.
On February 1, 2022, the Company carried out a capital increase in Enagás Renovable, S.L.U. amounting to 602 thousands of euros with an issue premium of 421 thousands of euros through monetary contribution. This capital increase involved the issue of 180,840 new shares at a nominal value of one euro each.
Concerning Enagás Renovable, on July 20, 2022, the preconditions for the entry of Hy24 (a joint venture between Ardian and FiveT Hydrogen) in the capital of Enagás Renovable were met through a capital increase whereby it became a 30% shareholder of this company, with Enagás holding 70%. This transaction had no effect on the Company's income statement in 2022.
On July 26, 2022, Enagás, S.A. sold a 5% stake in Enagás Renovable to Pontegadea. A capital gain of 2,870 thousands of euros arose from this transaction under "Impairment and gains /(losses) on disposal of financial instruments".
On October 19, 2022, Enagás, S.A. sold a further 5% stake in Enagás Renovable to Navantia, giving rise to a capital gain of 2,870 thousands of euros, which was also recognised under "Impairment and gains /(losses) on disposals of financial instruments".
As a result of the foregoing, at December 31, 2022, Enagás, S.A. holds a 60% stake in Enagás Renovable.
On October 24 the Company carried out a capital increase in Enagás Renovable amounting to 2,400 thousands of euros with an issue premium of 1,680 thousands of euros through monetary contribution. This capital increase involved the issue of 720,000 new shares corresponding to Enagás S.A. at a nominal value of one euro each.
On April 21, Enagás, S.A. incorporated the company Enagás Infraestructuras de Hidrógeno, S.L., with an initial contribution of 3 thousands of euros, divided into 3,000 shares, each with a nominal value of one euro, by means of a fully paid-up monetary contribution.
On September 19, 2022, the Company carried out a capital increase by issuing 483,300 new shares with a nominal value of one euro each, with a total issue premium of 1,128 thousands of euros, through a fully disbursed monetary contribution.
On December 20, 2022, the Company carried out a capital increase by issuing 2,352,000 new shares with a nominal value of one euro each, with a total issue premium of 5,487 thousands of euros, through a fully disbursed monetary contribution.
On December 23, 2022, the Company carried out a capital increase in Enagás Internacional, S.L.U. by issuing 9,434,727 new shares with a nominal value of one euro each, with a total issue premium of 84,912 thousands of euros, through a fully disbursed monetary contribution.
On June 6, 2022, Enagás Emprende, S.L.U. carried out a capital increase by issuing 2,400 new shares with a nominal value of one euro each, with a total issue premium of 5,600 thousands of euros, through a fully disbursed monetary contribution.
On December 19, 2022, Enagás Emprende, S.L.U. carried out a capital increase by issuing 2,700 new shares with a nominal value of one euro each, with a total issue premium of 6,298 thousands of euros, through a fully disbursed monetary contribution.
In 2022, the Company recognised impairment provisions for the investment in Enagás Emprende amounting to 8,486 thousands of euros and Enagás Services Solutions amounting to 5,607 thousands of euros, since the estimated recoverable amount recognised for this investment was below the carrying amount at December 31, 2022. The impairment losses were recognised under "Impairment and gains /(losses) on disposals of equity instruments" on the Income Statement.
As a result of the approval of a new cycle of the Long-Term Incentive Plan ("ILP") on March 31, 2022 at the General Shareholders' Meeting of Enagás, S.A. (Note 4.4), in accordance with BOICAC No. 75/2008, query No. 7, the Company increased the value of the equity instruments of each of the subsidiaries with beneficiaries assigned to the Plan, i.e. Enagás Transporte, S.A.U., Enagás Financiaciones, S.A.U., Enagás Internacional, S.L.U., and Enagás Emprende, S.L.U., by a total of 496 thousands of euros in 2022. In addition, the Company has increased the value of the equity instruments of its subsidiaries based on the 2019-2021 ILP by 230 thousands of euros (506 thousands of euros in 2021). The counterparty of these contributions is included under the heading "Other equity instruments" of the net equity of the balance sheet at December 31, 2022, as a result of the cost assumed by the Company in each of the aforementioned subsidiaries.
At December 31, 2022 the Company has no loans granted to other group companies. During 2022 a loan of 20,886 thousands of euros was granted to Enagás Renovable, which was repaid in July of the same year.
At December 31, 2021 loans to group companies recorded by the Company were related in full to a loan granted to Enagás Internacional, S.L.U. amounting to 400,291 thousands of euros and the interest associated with this loan, which was accrued but not paid, amounting to 7,266 thousands of euros. This loan expired during the financial year 2022.
Loans to group companies are subject to the market interest rate, with the average rate for 2022 being 2.4%.
In relation to the investment in Gasoducto Sur Peruano, S.A. (hereinafter "GSP") on January 24, 2017, the Directorate General of Hydrocarbons of the Peruvian Government's Ministry of Energy and Mines (hereinafter the "State of Peru") sent an official letter to GSP stating "the termination of the concession agreement owing to causes attributable to the concession holder", in accordance with the terms of Clause 6.7 of the "Improvements to the Energy Security of the Country and the Development of the Gasoducto Sur Peruano" (hereinafter "the Project") concession agreement, because the financial close had not been evidenced within the period established in the agreement (January 23, 2017), and proceeded to the immediate enforcement of the totality of the guarantee for full compliance given by GSP (262.5 million dollars), to ensure fulfilment of the obligations relating to the concession, which in the case of Enagás generated a payment of 65.6 million dollars. Also in January 2017, they paid GSP bank financing sureties to Enagás amounting to 162 million dollars, including both principal and interest pending payment. In December 2017, the process for delivering the Concession Assets held by GSP was substantially completed with the Peruvian State assuming control over them.
As a result of the termination of the concession contract, in accordance with the opinion of external and internal legal advisors, the Peruvian State had the obligation to apply Clause 20 of the Concession Contract, calculating the Net Carrying Amount (hereinafter NCA) of the Concession Assets, calling up to a maximum of three auctions to award the Concession, with the auction result being to pay GSP the NCA. With the amount that GSP would have received for the NCA of the Concession Assets, it would have proceeded to settle its obligations to third parties and, if appropriate, reimburse the capital contributions made by its shareholders.
As a result of inaction by the State of Peru in relation to the aforementioned procedure, on December 19, 2017, Enagás notified the Peruvian State about the existence of a dispute relating to the investment in GSP with a view to reaching an amicable agreement on the terms of Article 9.1 of the Agreement for the Reciprocal Promotion and Protection of APPRI in Spanish signed by the Republic of Peru and the Kingdom of Spain. This notification represented the beginning of the six-month period for direct contact prior to initiating international arbitration in which the APPRI acts as the mechanism for recovering the investment in GSP. Once the required six months of direct contact between Enagás and the Peruvian State had elapsed without it being possible to reach an amicable settlement of this dispute, on July 2, 2018, Enagás filed an application for the initiation of arbitration against the Peruvian State regarding its investment in GSP with the ICSID.
Through this arbitration procedure, it is expected that the Peruvian State will reimburse Enagás for its investment in GSP, this being the mechanism by which the financial assets recorded in the balance sheet would be recovered. Thus, it is expected that the Arbitration Court hearing the arbitration procedure in the ICSID will uphold the arguments of Enagás, issuing an award recognising that the Peruvian State has not protected Enagás' investment under the APPRI and, therefore, it must compensate it by paying it the value of that investment.
With respect to this ICSID arbitration procedure, the Arbitration Court was constituted on July 18, 2019, and Legal Resolution No. 1 was issued on September 24, 2019, establishing the procedural rules that govern the arbitration procedure until the award is handed down.
In accordance with this Resolution, Enagás filed its claim on January 20, 2020, and the Peruvian State replied on July 17, 2020. Subsequently, the documentary exhibition phase took place in which the parties requested each other to provide documents that each of them considered relevant. This was followed by the presentation of the reply by Enagás on May 31, 2021 and the rejoinder by the Peruvian State on October 20, 2021, with Enagás finally presenting its rejoinder on preliminary objections on January 17, 2022. The hearing phase continued in September 2022, and briefs were filed in November 2022. Currently, the award is expected to be issued around June 30, 2023.
Also with regard to the ICSID, on January 21, 2020, Odebrecht filed a request to initiate arbitration against the Republic of Peru to recover its investment in GSP.
Regarding the Enagás' statement of claim, the main argument maintained by Enagás is that, if the Peruvian State had complied with its obligation under the Concession Contract, it would have calculated the NCA and organised the three auctions, which it was obliged to do, to award the Concession, and the proceeds of the auction would have been delivered to GSP, which would have applied the amount delivered to pay its creditors and return the capital to its shareholders. Enagás' claim is based on the fact that the Peruvian State must pay 100% of the NCA to GSP, since on January 24, 2018, one year has passed since the end of the concession contract and in that time there have been no calls for auctions. The absence of an auction means that the legal advisors of Enagás believe that it should be considered that GSP would have received 100% of the NCA because it was deprived of the possibility of receiving it when not even the first auction was convened. Therefore, starting from the NCA considered, a certain payments waterfall would have been applied.
Enagás considers that, taking into account the NCA of the Concession Assets determined by an independent expert, and also taking into account the payment waterfall as per the terms of the insolvency legislation, as well as the contracts between Enagás and the members and creditors of GSP relating to subordination and credit agreements, if the State had satisfied its obligations, and thus paid GSP the amount obtained in the auction, Enagás would have recovered its investment.
With respect to the amount of the NCA, there have been no variations other than the evolution of the exchange rate for certain items in Peruvian soles, maintaining at December 31, 2022 the valuation performed by a firm of independent appraisers hired by Enagás for a total updated value of the NCA of 1,953 million dollars (1,943 million dollars at December 31, 2021).
Taking into account this updated NCA, if the payment waterfall were to be applied to it as per the terms of the insolvency laws, the subordination and the assignment of credit agreements entered into by Enagás and its partners in GSP, Enagás would recover the total value of its investment claim with the ICSID in the amount of 511 million dollars.
In relation to the aforementioned contracts for the subordination of rights and assignment of credits, their effectiveness and form of application has been successively called into question by Enagás' partners in GSP through different arbitration proceedings, with the Peruvian legal advisors considering these agreements to be fully valid and enforceable. Likewise, the INDECOPI authority has recognised the full effectiveness of the aforementioned agreements in GSP's bankruptcy process. In relation to the arbitration proceeding still in process filed by Negocios de Gas, subsidiary from Aenza (formerly Graña y Montero) questioning the legitimacy of Enagás to claim its credits against GSP, on July 13, 2021, Negocios de Gas communicated to the Court its withdrawal of the claim, thus requesting the end of the arbitration proceeding without the issuance of an award.
As regards the arbitration proceedings against the State of Peru, based on the conclusions determined by Enagás' external and internal legal advisors, the recoverability of the totality of the Enagás investment in GSP, consisting of receivables in relation to the aforementioned enforced guarantees to the total of 226,8 million dollars, interests of 1,8 million dollars, various invoices for professional services rendered to the amount of 7,6 million dollars and the share capital contributed to GSP for the amount of 275,3 million dollars, is considered likely.
With regard to the recovery periods, assessing the time taken to resolve a dispute of this complexity in an international arbitration as well as the periods considered in the aforementioned ICSID Resolution No. 1, and the review of the planned actions, June 30, 2023 is maintained as the estimated date for obtaining an award favourable to Enagás' interests.
Based on this, the amounts outlined in the preceding paragraph are recorded at their updated value in the Consolidated Balance Sheet dated December 31, 2022 for a total amount of 471,401 thousands of euros (431,277 thousands of euros at December 31, 2021).
On March 12, 2018, Law No. 30737 was published "guaranteeing immediate payment to the Peruvian State to repair civil damage caused by corruption and related crimes". On May 9, 2018, Supreme Decree 096-2018-EF was published, enacting the regulations of the aforementioned law.
In accordance with Article 9 of Law No. 30737, legal persons and legal entities in the form of partnerships, consortiums and joint ventures who may have benefited from the awarding of contracts, or subsequent to it, jointly with persons who have been convicted or who may have acknowledged having committed crimes against the public administration, asset laundering or related crimes, or their equivalents against the State of Peru, in Peru or abroad are classified as Category 2, and therefore fall within its scope of application.
In June 2019, the Peruvian Judiciary approved the Effective Partnership Agreement reached between the Odebrecht Group and the Peruvian Public Prosecutor's Office, and the GSP project was not included as one of the projects affected by corruption-related events. Subsequently, on October 15, 2019, Enagás Internacional received notification from the Peruvian Public Prosecutor's Office informing it of the existence of an extension of this effective partnership agreement with Odebrecht, in which it would be acknowledging that it had made illegal payments - according to the Public Prosecutor's Office - with respect to the GSP project, although there are still no facts known or consistent or proven links between GSP and corruption in the awarding of the project.
With regard to other processes of effective collaboration with other third parties, as of December 31, 2022, there has been no judicial approval of any of them, nor are there any consistent or proven facts that link GSP to corruption in the awarding of the project.
In this sense, the Peruvian State's response to the ICSID claim and rejoinder also failed to provide new evidence that links GSP with corruption in a proven and irrefutable manner.
Notwithstanding the above comments on the extension of the initial Effective Collaboration Agreement signed by Odebrecht and the Public Prosecutor of Peru, there have been no significant developments regarding the actions of the Public Prosecutor of Peru on the investigation of Odebrecht's activities in Peru and other investigations carried out by the Special Team of the Peruvian Prosecutor's Office for alleged crimes that could somehow be related to the awarding of the project. In this regard, two investigations are known to be in progress:
• The first one signed with Folder 321-2014, related to aggravated collusion between a former Odebrecht employee and a public official, whose control and clean-up phase has been resumed on June 28, 2019, after the Supreme Court rejected the request of the Ad Hoc Attorney's Office of Peru to include one of Odebrecht's subsidiaries as a civil third party. At this stage it is expected that a decision on the opening of the oral proceedings will be taken. Based on the opinions of Enagás external legal advisors for the Peruvian criminal code, the possibility of sentencing Odebrecht's former employee is considered to be remote. In this same case, the preparatory investigative court has declared the incorporation of GSP as a liable third party as wrongful.
• In relation to the second investigation opened, sealed with Folder 12-2017, being that those under investigation include two employees of Enagás and Enagás Internacional, S.L.U., on February 27, 2020, it was decided to move to the preliminary investigation stage. Based on the opinion of our external legal advisors in Peruvian criminal law, it is maintained that to date there is no indication that the investigations could be detrimental to Enagás.
In relation to this second file, on December 30, 2020, the Peruvian Public Prosecutor's Office requested its incorporation as a civil plaintiff in the criminal proceedings in order to request the payment of a possible reparation in the aforementioned proceedings once a final judgement has been handed down, as well as in order to request possible precautionary measures that seek to ensure the eventual reparation, amounting to 1,107 million dollars for the GSP project. The two previous initial applications were rejected on formal grounds, and a new application was submitted on October 12, 2022 by the Public Prosecutor.
The inclusion of Enagás Internacional as one of the civilly liable third parties, if applicable, is therefore pending. The amount will be determined in detail by the criminal judge in charge once the final sentence has been handed down. According to both external and internal lawyers, the amount requested has not been duly supported nor does it comply with the possible civil liability that could be claimed on the basis of the offences referred to in the indictment. An objective reference for the calculation is the one established by Law No. 30737, which assures payment of civil compensation to the Peruvian State. Considering the very preliminary stage of the criminal process, taking into account the elements of knowledge available to date and based on the conclusions of the specialist local lawyers, it is considered that the probability of the imposition of this compensation in any case does not exceed 50% (possible), and therefore it is not appropriate to register any provision, as it is considered a contingent liability.
Likewise, in the event that it could eventually be declared wellfounded, and the amount of the compensation could not be reliably estimated, the reference amount to be considered would be between 0 and 242 million dollars.
Moreover, with regard to civil compensation, even without evidence of a criminal conviction or a confession of the commission of crimes, as required under Article 9 of Law No. 30737, on June 28, 2018, the State of Peru classified Enagás Internacional on the "List of Contracts and Subjects of Category 2 indicating the legal person or legal entity included under Section II of Law No. 30737" in relation to the concession contract awarded to GSP. The application of the mentioned standard involves different measures to contribute to the payment of potential civil compensation, such as setting up an escrow account, reporting information, limiting transfers to other countries or preparing a compliance programme.
The total amount of the escrow account that would correspond to Enagás, estimated at 50% of the total average net equity, corresponding to its stake in GSP, confirmed with the Ministry of Justice, amounts to 65,5 million dollars. It is currently being determined, if applicable, how this amount would be provided, potentially through the granting of a bank bond letter.
The Peruvian State has also affirmed that the measure prohibiting companies included in Category 2 from making transfers outside of Peru, pursuant to Law No. 30737, is applicable. Based on the conclusions of Enagás' external and internal legal advisors, it is maintained that this measure would be applicable to the investment in GSP and should not restrict the dividends received from TGP (amounting to 345,2 million dollars), also considering that this investment is protected by the Legal Stability Agreements in force in Peru, a regulation whose prevalence and application has been formally requested to the Peruvian state.
In this regard, in order to make effective the application of these Legal Stability Agreements, on February 24, 2021 the Peruvian State was approached directly, followed by a request for international arbitration under the Spain-Peru APPRI by Enagás on December 23, 2021. The ICSID Arbitration Court for the procedure was formed on December 2022. In this regard, on February 9, 2023, Procedural Resolution no. 1 was issued, which establishes the procedural rules governing the arbitration procedure until the award is rendered. . In addition, Enagás Internacional has pledged its TGP shares in favour of Enagás Financiaciones, S.A.U. and Enagás, S.A. to guarantee the payment of its present or future obligations and debts.
In view of the above, it is still maintained that these regulations do not have a negative effect on the recovery of accounts receivable through the international arbitration process indicated above recorded on the balance sheet at December 31, 2022.
Based on all of the above, the directors of Enagás, in line with the opinion of their external and internal legal advisors, and of an independent expert and independent expert accountant, consider these facts to have no bearing on the estimation for recovery of the investment in the stake in GSP and the previously mentioned receivables to the amount of 471,401 thousands of euros (431,277 thousands of euros at December 31, 2021).
During 2022, the Company acquired 50% together with Enagás Infraestructuras de Hidrógeno, S.L.U., which acquired the other 50%. of the Economic Interest Grouping Laika Research, A.I.E. (hereinafter "A.I.E."), whose activity is research and development and technological innovation.
This investment is recorded under "Financial assets measured at amortised cost" as the A.I.E.'s activity is directed by another entity not related to the Company, which retains both the majority of the benefits and the risks of the activity, with the Company taking only tax incentives regulated by Spanish legislation. Enagás, S.A. charges the carry-forward tax losses and R&D deductions generated by the A.I.E. against the investments and, as a difference with the debt recorded with the tax authorities, the corresponding income.
At December 31, 2022 the Company has recognised carryforward tax losses and R&D deductions relating to 2022, derecognising the total investment in the A.I.E. amounting to 2,876 thousands of euros and recognising income of 1,373 thousands of euros (see Notes 4.2 and 2.1).
The appropriation of 2022 profit corresponding to the Company proposed by the Board of Directors and which will be submitted for approval by the General Shareholders' Meeting is as follows:
| 12.31.2022 | |
|---|---|
| Dividend | 450,058 |
| Voluntary reserves | 13,262 |
| TOTAL | 463,320 |
At a meeting held on November 21, 2022, the Board of Directors of Enagás, S.A. agreed to distribute an interim dividend charged against 2022 profit, based on the necessary liquidity statement, expressed in thousands of euros, amounting to 179,684 thousands of euros (0.688 euros gross per share), in accordance with Article 277 of the Spanish Corporate Enterprises Act.
The provisional accounting records prepared by the Company, in accordance with legal requirements and which presented balances sufficient for the distribution of the interim dividend in 2022, were as follows:
Provisional accounting statement at
| October 31, 2022 | |
|---|---|
| Net accounting result | (29,207) |
| 10% legal reserve | - |
| Interim dividend received from Group companies | 485,539 |
| Profit "available" for distribution | 456,332 |
| Forecast payment on account | (179,684) |
| Forecast cash balance for the period from October 31 to December 31: |
|
| Cash balance | 27,850 |
| Projected collection for the period considered | 406,723 |
| Credit lines and loans available from financial institutions |
1,712,591 |
| Payments projected for the period under consideration (including the payment on account) |
(181,896) |
| Estimated available financing after dividend distribution |
1,965,268 |
The aforementioned interim dividend was paid on December 21, 2022.
The gross complementary dividend proposed (1.032 euros per share) is subject to approval by the ordinary General Shareholders' Meeting and is not included as a liability in these Annual Accounts. This gross complementary dividend will amount to a maximum of 270,374 thousands of euros.
In addition to the aforementioned interim dividend for 2022, during 2022 Enagás, S.A. distributed the gross complementary dividend for 2021.
This dividend amounted to 266,718 thousands of euros (1.02 euros per share) and was paid on July 7, 2022.
At December 31, 2022 and 2021, the detail of the Company's commitments and guarantees is as follows:
| Commitments and guarantees |
Group Personnel, Companies or Entities (Note 4.3) |
Third parties | Total |
|---|---|---|---|
| 2022 | |||
| Guarantees for related parties debt |
4,992,260 | - | 4,992,260 |
| Guarantees and sureties granted - |
71,674 | 99,239 | 170,913 |
| Other | |||
| Total | 5,063,934 | 99,239 | 5,163,173 |
| 2021 Guarantees for related parties debt |
5,688,752 | - | 5,688,752 |
| Guarantees and sureties granted - |
112,267 | 84,352 | 196,619 |
| Other Total |
5,801,019 | 84,352 | 5,885,371 |
| Thousands of euros | |||
|---|---|---|---|
| 2022 2021 |
|||
| E. Financiaciones debt guarantee | 3,657,045 | 4,068,788 | |
| Guarantee on the Enagás Internacional debt |
384,489 | 627,402 | |
| Guarantee on the TAP debt | 557,000 | 609,205 | |
| Guarantee on the Enagás Holding USA/Enagás USA debt |
393,726 | 383,164 | |
| Enagás Services debt guarantee | - | 193 | |
| Total | 4,992,260 | 5,688,752 |
The guarantees outlined above mainly correspond to:
TAP reached the "Financial Completion Date" on March 31, 2021, a milestone that allowed the partners to replace the guarantees provided on the company's debt during the construction phase of the infrastructure with a mechanism for shareholder support for the repayment of the TAP loan (Debt Payment Undertaking), which will be in effect until its maturity, and which would be activated in the event of certain extraordinary events.
This support mechanism has been granted jointly by each of TAP's shareholders, so that Enagás would only be liable, in a hypothetical case, for the amount corresponding to it in accordance with its stake in TAP's share capital.
ANNUAL ACCOUNTS
This support mechanism during the operating period is contractually limited by a cap in force throughout the life of the financing arrangement, so that the amounts claimed from Enagás may never exceed a total amount of 903,322 thousands of euros, regardless of the market value of the derivative or any other contingency.
At December 31, 2022 the amount guaranteed by Enagás, S.A. to the creditors of TAP amounted to 557,000 thousands of euros (609,205 thousands of euros at December 31, 2021).
Additionally, on May 27, 2022, Enagás Financiaciones, S.A.U. renewed the Euro Medium Term Note (EMTN) programme for a maximum amount of 4,000 million euros, registered in the Luxembourg Stock Exchange in 2012, with Enagás, S.A. as guarantor.
Finally, on May 27, 2022, Enagás Financiaciones, S.A.U. renewed the Euro Commercial Paper (ECP) programme for a maximum amount of 1,000 million euros, registered in the Irish Stock Exchange on May 4, 2017, with Enagás, S.A. as guarantor.
Group employees, companies or entities
This heading includes the following guarantees and sureties granted to group companies at December 31, 2022:
• Technical guarantees granted to third parties by Enagás Transporte, S.A.U. amounting to 3,712 thousands of euros (3,712 thousands of euros at December 31, 2021), all of which are counter-guaranteed by Enagás, S.A.
This includes technical guarantees provided to third parties by Enagás, S.A. amounting to 99,239 thousands of euros.
"Trade debtors and other current accounts receivable" mainly includes accounts receivable from the different Group companies to which the Company provides holding services. (Note 2.2).
The net carrying amount of the tangible fixed assets at December 31, 2022, is as follows: (Note 2.4):
The Company recognises revenue from a contract when control over the committed goods or services is transferred to the customer. For each identified performance obligation, the company determines at contract inception whether the obligation incurred will be settled over time or at a point in time.
Revenue from obligations that will be settled over time is recognised by reference to the stage of completion, or progress towards completion, of the contractual obligations, provided the company has reliable information to measure the stage of completion.
To determine the point at which the customer obtains control of the asset, the company considers the following indicators:
Revenue from the sale of goods and the rendering of services is measured at the monetary amount or, where applicable, the fair value of the consideration received or expected to be received. The consideration is the agreed price for the assets to be transferred to the customer, less: the amount of any discounts, rebates or similar items that the company may grant; and interest included in the nominal amount of the receivables.
Under the accrual basis of accounting, revenue is recognised when control is transferred, regardless of the timing of collection or payment.
The Company recognises other income that does not relate to contracts with customers:
The breakdown of revenue by activity is the following:
Services rendered: income from loans to group companies and
Services rendered to group and multigroup companies
Dividend income from group and multigroup companies
The breakdown of revenue in 2022 and 2021 by geographical markets is provided below:
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Spain | 611,753 | 590,949 |
| Latin America | 752 | 647 |
| Total | 612,505 | 591,596 |
In relation to the dividend income of Enagás, S.A. as shareholder. The amount of dividends received in financial year 2022 amounting to 538,511 thousands of euros corresponds to the following distribution of dividends in the year 2022:
In 2021, the dividend income corresponded mainly to dividends from Enagás Transporte, S.A.U.
The income of 2,728 thousands of euros in 2022 (10,007 thousands of euros in 2021) relates to the loans granted to Enagás International and Enagás Renovable described in Note 1.5.b.
The detail of income from services rendered is as follows:
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| From customer contracts | 69,892 | 65,215 |
| Other Income | 1,374 | - |
| Total | 71,266 | 65,215 |
Income from customer contracts corresponds to services provided by Enagás, S.A. to its group of affiliates for the rendering of corporate services.
Additionally, the "Other income" heading includes income from the investment in A.I.E. Laika Research in the amount of 1,374 thousands of euros (see Note 1.5.c).
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Wages and salaries | 33,956 | 37,056 |
| Termination benefits | 8,874 | 704 |
| Social Security | 5,329 | 5,605 |
| Other personnel expenses | 5,411 | 5,516 |
| Contributions to external pension funds (defined contribution plan) |
853 | 892 |
| Total | 54,423 | 49,773 |
In 2022, 9 employees were terminated by mutual agreement. Seven of these terminations were provisioned for in previous years.
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Social contributions: | ||
| - Social Security | 5,329 | 5,605 |
| - Contributions to pension schemes | 853 | 892 |
| - Senior Managers' Savings Plan | ||
| Contributions | 1,667 | 1,572 |
| - Other social contributions | 3,744 | 3,944 |
| Total | 11,593 | 12,013 |
Company contributions to the pension plan amounted to 853 thousands of euros in financial year 2022 (892 thousands of euros in 2021) and are recorded under the heading "Social contributions", included under "Personnel Expenses" of the attached Income Statement. Furthermore, it includes the Senior Managers' Savings Plan in the amount of 1,667 thousands of euros (1,572 thousands of euros in 2021).
The Company makes contributions, in accordance with the approved pension plan adapted to the provisions of the Spanish Pension Plans and Funds Act, to a defined contribution plan called "Enagás Fondo de Pensiones", whose fund manager is Gestión de Previsión y Pensiones, S.A. and its custodian Banco Bilbao Vizcaya Argentaria, S.A., and which covers the Company's obligations with respect to serving employees. The aforesaid plan recognises certain vested rights for past service and undertakes to make monthly contributions averaging 4.06% of eligible salary (3.96% in 2021). It is a mixed plan covering retirement benefits, disability and death. The total number of people adhered to the plan at December 31, 2022 totalled 296 participants (319 participants at December 31, 2021).
The contributions made by the Company each year in this connection are recognised under "Personnel Expenses" in the Income Statement. At year-end 2022 and 2021, there were no contributions payable in this connection. In addition, the Company has outsourced its pension commitments with its senior managers by means of a mixed group insurance policy for pension commitments, including benefits in the event of survival, death and employment disability.
The average number of employees at Enagás S.A. by professional category is as follows:
At December 31, 2022, the Company's workforce consisted of 334 employees (368 employees in 2021).
The distribution of the professional categories by gender is as follows:
| 2022 | 2021 | ||||
|---|---|---|---|---|---|
| Categories | Men | Women | Men | Women | |
| Management | 42 | 29 | 54 | 31 | |
| Technicians | 107 | 122 | 114 | 133 | |
| Administrative staff | 3 | 31 | 4 | 32 | |
| Total | 152 | 182 | 172 | 196 |
"Management" includes Senior Management of Enagás S.A., comprising seven persons (five men and two women) (Note 4.4). During 2022 and 2021, the average number of staff with disabilities greater than or equal to 33% employed by the Company, broken down by categories, is as follows:
| 2022 | 2021 | |
|---|---|---|
| Technicians | 1 | 1 |
| Administrative staff | 2 | 2 |
| Total | 3 | 3 |
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| External services | 45,533 | 36,843 |
| Taxes | 338 | 267 |
| Other | 32 | 354 |
| Total | 45,903 | 37,464 |
The most significant expenses under the heading "External services" correspond to repair and maintenance services necessary for the provision of services amounting to 11,973 thousands of euros at December 31, 2022 (10,122 thousands of euros at December 31, 2021) as well as for the services of independent professionals for the amount of 12,296 thousands of euros at December 31, 2022 (9,395 thousands of euros at December 31, 2021).
The balance for 2022 corresponds mainly to impairment losses on Enagás Emprende in the amount of 8,486 thousands of euros and Enagás Services Solutions in the amount of 5,607 thousands of euros. In addition, the result under this heading is made up of the capital gains on the sale of the 10% stake in Enagás Renovable amounting to 5,740 thousands of euros (Note 1.5.a).
a) Unconditional right to receive the consideration
When the Company has an unconditional right to the consideration, irrespective of the transfer of control of the assets, a receivable is recognised under "Trade and other receivables" in current or non-current assets, depending on its maturity based on the normal operating cycle.
b) Entitlement to consideration for transfer of control
When control of a contractual asset is transferred without an unconditional right to revenue, the Company recognises a right to consideration for the transfer of control. This entitlement to consideration for the transfer of control is derecognised when an unconditional right to receive the consideration arises.
These balances, like unconditional rights, are reported under trade receivables. They are classified as current or non-current depending on their maturity.
At least at each reporting date the Company performs an impairment test on financial assets not measured at fair value (Note 1.5).
The balance recorded under "Customers, Group companies and associates" at December 31, 2022 and 2021 has the following breakdown (Note 4.3):
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Enagás Internacional, S.L.U. | 84 | 357 |
| Gasoducto Morelos S.A.P.I. de CV | - | 42 |
| EnagásGTS, S.A.U. | 1,437 | 1,961 |
| Enagás Transporte, S.A.U. | 7,735 | 6,634 |
| Enagás Services Solutions, S.L.U. | 1,128 | 193 |
| Enagás Emprende, S.L.U. | 105 | 496 |
| Other | 654 | 1,612 |
| Total | 11,143 | 11,295 |
These balances relate mainly to the corporate services rendered by Enagás, S.A., which mature after December 31, 2022.
| Trade and other payables | 12.31.2022 | 12.31.2021 |
|---|---|---|
| Suppliers | 11,511 | 11,045 |
| Suppliers, group companies and associates |
2,085 | 733 |
| Other payables | 7 | 618 |
| Personnel | 4,954 | 9,352 |
| Current tax | - | 630 |
| Other debts with the Public Administrations (Note 4.2) |
33,599 | 31,873 |
| Total | 52,156 | 54,251 |
The balance of the "Suppliers" heading is mainly the purchases of materials and services provided to Enagás, S.A. whose counterpart is recorded in "external services" and "fixed assets" captions of the income statement and the balance sheet, respectively.
The "Personnel" heading includes the accrual of the variable remuneration corresponding to the current year, as well as the outstanding 50% of the 2019-2021 ILP, which will be paid during the first quarter of 2023.
Below follows the information required by the Additional provision three of Law 15/2010 of July 5 (amended by Final provision two of Law 31/2014 of December 3) prepared in accordance with the Resolution of the ICAC of January 29, 2016, as well as by Law 18/2022, of September 28, on the creation and growth of companies, together with ICAC Consultation 1-132 of October 2022, regarding information to be included in the notes to the Annual Accounts in relation to the average payment period to suppliers in commercial operations.
| Days | 2022 | 2021 |
|---|---|---|
| Average payment period to suppliers | 52 | 44 |
| Ratio of paid operations | 53 | 45 |
| Ratio of operations pending payment | 51 | 33 |
| Amount | 2022 | 2021 |
| Total payments made | 57,563 | 45,115 |
| Total pending payments | 5,734 | 3,527 |
Suppliers, for the exclusive purposes of providing the information set forth in this Resolution, are considered to be trade payables owed to suppliers of goods and services included in the items "Payable to suppliers", "Payable to suppliers - Group companies and associates" and "Other payables" under current liabilities in the balance sheet.
"Average payment period to suppliers" is understood to be the time that passes between the delivery of the goods or rendering of the services by the supplier and the material payment for the transaction.
The maximum payment term applicable to the Company in 2022 under Law 3/2004, of December 29, establishing measures to combat late payments in commercial transactions, is 60 days. In order to obtain the foregoing information, payment obligations that have been the object of withholdings as a result of embargoes, enforcement orders, administrative compensation proceedings, or other similar acts handed down by legal or administrative bodies were excluded.
The monetary volume of invoices paid within the deadline established by Law 3/2004 of December 29, 2004 amounted to 39,435 thousands of euros, representing 69% of the total monetary volume. In terms of the number of invoices paid, 3,852 invoices were paid within the deadline, representing 70% of the total number of invoices.
◦ The costs of renovation, extension or improvement are incorporated into the asset as the greatest value of the asset exclusively when they imply an increase in its capacity, productivity or prolongation of its useful life, with deduction of the net carrying amount of the substituted goods, if any. Conversely, the periodic expenses of maintenance, conservation and repair are charged to income for the year in which they are incurred.
Amortisation entered on a linear basis once the assets are ready for use, in accordance with the following useful lives:
| Annual rate | Useful life (years) | |
|---|---|---|
| Buildings | 3%-2% | 33.33-50 |
| Other technical | ||
| facilities and | 12%-5% | 8.33-20 |
| hi Equipment and tools |
30% | 3.33 |
| Furniture and fixtures | 10% | 10 |
| Information technology |
25% | 4 |
| Transport equipment | 16% | 6.25 |
| Opening | Inputs or | Increases or | Decreases, | Balance at year |
|---|---|---|---|---|
| balance | provisions | decreases due | disposals or | end |
| 35,286 | 143 | - | (12) | 35,417 |
| 4,795 | 21 | - | - | 4,816 |
| 35,126 | 2,043 | - | - | 37,169 |
| 7,758 | 5,428 | - | (11,190) | 1,996 |
| 79,398 | ||||
| (20,322) | (936) | - | 1 | (21,257) |
| (4,719) | (24) | - | - | (4,743) |
| (30,922) | (1,566) | - | - | (32,488) |
| - | - | - | - | - |
| (58,488) | ||||
| 14,964 | (793) | - | (11) | 14,160 |
| 76 | (3) | - | - | 73 |
| 4,204 | 477 | - | - | 4,681 |
| 7,758 | 5,428 | - | (11,190) | 1,996 |
| 27,002 | 5,109 | - | (11,201) | 20,910 |
| 82,965 (55,963) |
7,635 (2,526) |
t t f - - |
d ti (11,202) 1 |
| 2021 | Opening balance |
Inputs or provisions |
Increases or decreases due |
Decreases, disposals or |
Balance at year end |
|---|---|---|---|---|---|
| t t f |
d ti |
||||
| Land and buildings | 35,196 | 90 | - | - | 35,286 |
| Technical facilities and machinery | 4,754 | 41 | - | - | 4,795 |
| Other facilities, tools, and furniture | 33,681 | 1,445 | - | - | 35,126 |
| Prepayments and work in progress | 1,063 | 6,695 | - | - | 7,758 |
| Total cost | 74,694 | 8,271 | - | - | 82,965 |
| Land and buildings | (19,365) | (957) | - | - | (20,322) |
| Technical facilities and machinery | (4,683) | (36) | - | - | (4,719) |
| Other facilities, tools, and furniture | (29,428) | (1,494) | - | - | (30,922) |
| Prepayments and work in progress | - | - | - | - | - |
| Total amortisation | (53,476) | (2,487) | - | - | (55,963) |
| Land and buildings | 15,831 | (867) | - | - | 14,964 |
| Technical facilities and machinery | 71 | 5 | - | - | 76 |
| Other facilities, tools, and furniture | 4,253 | (49) | - | - | 4,204 |
| Prepayments and work in progress | 1,063 | 6,695 | - | - | 7,758 |
| Net Carrying Amount of Property, plant, and | 21,218 | 5,784 | - | - | 27,002 |
The additions recorded as at December 31, 2022 relate mainly to the Mallorca photovoltaic plants project for 4,507 thousands of euros. Subsequently this Project has been reclassified as a non-current asset held for sale at year-end 2022.
There are no mortgages or encumbrances of any type on assets recorded as property, plant, and equipment.
It is the Company policy to insure its assets to ensure that there is no significant loss of equity, based on best market practices, given the nature and characteristics of the items of Property, Plant and Equipment.
In addition, the Company has contracted the corresponding insurance policies to cover third party civil liabilities.
Fully depreciated PP&E items recognised by Enagás and still in use at 2022 and 2021 year-end are broken down as follows:
As a general rule, intangible assets are initially measured at acquisition or production cost. They are subsequently measured at cost less accumulated amortisation and impairment losses, if any.
| Annual rate | Useful life | |
|---|---|---|
| Development costs | 5%-50% | 20-2 |
| Other intangible assets |
20% | 5 |
| IT applications | 25% | 4 |
| 2022 | Opening balance |
Inputs or provisions |
Increases or decreases due to |
Decreases, disposals or |
Balance at year-end |
|---|---|---|---|---|---|
| Research and Development | 11,576 | 198 | t f - |
d ti - |
11,774 |
| IT applications | 132,044 | 7,937 | - | - | 139,981 |
| Other intangible assets | 6,724 | - | - | - | 6,724 |
| Total cost | 150,344 | 8,135 | - | - | 158,479 |
| Research and Development | (11,501) | (163) | - | - | (11,664) |
| IT applications | (113,356) | (3,310) | - | - | (116,666) |
| Other intangible assets | (6,724) | - | - | - | (6,724) |
| Total amortisation | (131,581) | (3,473) | - | - | (135,054) |
| Research and Development | 74 | 36 | - | - | 110 |
| IT applications | 18,689 | 4,626 | - | - | 23,315 |
| Other intangible assets | - | - | - | - | - |
| Net Carrying Amount Intangible Assets | 18,763 | 4,662 | - | - | 23,425 |
| Inputs or | Increases or | Decreases, | Balance at | ||
|---|---|---|---|---|---|
| 2021 | Opening balance | provisions | decreases due to | disposals or | year-end |
| Research and Development | 11,411 | 165 | t f - |
d ti - |
11,576 |
| IT applications | 124,749 | 7,295 | - | - | 132,044 |
| Other intangible assets | 6,724 | - | - | - | 6,724 |
| Total cost | 142,884 | 7,460 | - | - | 150,344 |
| Research and Development | (11,345) | (156) | - | - | (11,501) |
| IT applications | (110,244) | (3,112) | - | - | (113,356) |
| Other intangible assets | (6,724) | - | - | - | (6,724) |
| Total amortisation | (128,313) | (3,268) | - | - | (131,581) |
| Research and Development | 65 | 9 | - | - | 74 |
| IT applications | 14,506 | 4,183 | - | - | 18,689 |
| Other intangible assets | - | - | - | - | - |
| Net Carrying Amount Intangible Assets | 14,571 | 4,192 | - | - | 18,763 |
The additions to "IT applications" in 2022 refer mainly to the following projects:
At December 31, 2022 and 2021, the Company had recorded fully amortised intangible assets that remained in use, based on the following detail:
During the twelve months of the financial year 2022, there were no movements with respect to the provisions for impairment losses of assets held by the Company in addition to those mentioned in each note of these Annual Accounts.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.
At December 31, 2022 and 2021 the Company had no finance leases.
At year-end 2022 and 2021, the Company was committed to the following minimum lease payments, pursuant to ongoing contracts, with no consideration taken of the effects of shared service charges, future CPI increases or future adjustments of contractually agreed rents:
The amount of operating lease payments recognised as an expense in 2022 was 3,534 thousands of euros (3,440 thousands of euros in 2021).
In its position as lessee, the most significant operating leases held by the Company at the end of 2022 and 2021 are the leases on the office buildings held by the Company in Madrid, which expire in 2025 in the case of the Company's head office, for an annual amount of 2,105 thousands of euros, and the rest in 2025 and in 2027 for a total annual amount of 1,116 thousands of euros. In relation to contingent rents, these contracts are referenced to annual increases based on CPI.
| Operating leases | Face value | |
|---|---|---|
| Minimum fees to pay | 2022 | 2021 |
| Less than a year | 3,704 | 3,459 |
| Between one and five years | 9,009 | 6,467 |
| Total | 12,713 | 9,926 |
In its position as lessor, at year-end 2022 the company maintains the lease of part of its offices which expires in 2027 and whose annual amount is 242 thousands of euros; this represents an amount of 1,047 thousands of euros to be collected between 1 and 5 years.
At December 31, 2022, there are no significant contingencies that need to be disclosed in the Company's Annual Accounts.
| Non-current provisions | Opening | Provisions | Reversals | Short-term reclassifications | Balance at |
|---|---|---|---|---|---|
| 2022 | b l | d | |||
| Personnel remuneration | 663 | 1,095 | - | (833) | 925 |
| Other responsibilities | - | - | - | - | - |
| Total non-current provisions | 663 | 1,095 | - | (833) | 925 |
| 2021 | |||||
| Personnel remuneration | 2,295 | - | - | (1,632) | 663 |
| Other responsibilities | 466 | - | (466) | - | - |
| Total non-current provisions | 2,761 | - | (466) | (1,632) | 663 |
The heading "Personnel remuneration" includes the cash portion of the 2022-2024 Long-Term Incentive Plan to be settled (Note 4.4), which will be paid in 2025 and 2026, as well as the threeyear bonus plan for contribution to results aimed at the remaining personnel of the Company, which will be paid in 2025.
The Directors of the Company consider that the provisions recognised in the accompanying Balance Sheet for litigation and arbitration risk as well as other risks described in this note are adequate and, in this respect, they do not expect any additional liabilities to arise other than those already recorded. Given the nature of the risks covered by these provisions, it is not possible to determine a reasonably reliable schedule of payment dates, if any.
At December 31, 2022, there are no significant contingencies that need to be disclosed in the Company's Annual Accounts in addition to those indicated in Note 1.5.c in relation to the GSP project in Peru and in Note 4.2.f.
On September 9, 2022, the credit rating agency Fitch Ratings maintained Enagás' outlook at stable, placing Enagás' rating at BBB. On January 26, 2022, the credit rating agency Standard & Poor's placed Enagás' credit rating at BBB, with a stable outlook (Note 3.5).
At December 31, 2022, net equity increased by 7.2 million euros compared to the previous year-end, to a total of 2,698 million euros.
With respect to the Company's share capital, the following should be mentioned:
The average annual interest rate during 2022 for the Company's gross financial debt (considering both debt with credit institutions and Group companies) amounted to 1.6% (1.7% in 2021).
The main operations for the year were:
On December 28, 2022, Enagás, S.A. repaid the loan of 225 million dollars (214 million euros) with credit institutions contracted in January 2021 with the loan funds provided by Enagás Internacional.
The Company has available funds in the amount of 1,788 million euros (1,845 million euros in 2021) (Note 3.6).
At 2022 and 2021 year-end, the share capital of Enagás S.A. amounted to 392,985 thousands of euros, represented by 261,990,074 shares with a nominal value of 1.5 euros each, fully subscribed, and paid in.
All shares of the parent company Enagás, S.A. are listed on the four official Spanish Stock Exchanges and are traded on the continuous market. At the closing of December 31, 2022 the quoted share price was 15.525 euros, having reached a maximum of 22.11 euros per share on May 25, 2022.
It is worth noting that, subsequent to publication of Additional Provision 31 of Hydrocarbon Sector Law 34/1998, in force since enactment of Law 12/2011, of May 27,"no natural or legal person can participate directly or indirectly in the shareholder structure of Enagás, S.A with a stake exceeding 5% of share capital, nor exercise political rights in said parent company exceeding 3%. These shares cannot be syndicated under any circumstances." Furthermore, "any party operating within the gas sector, including natural persons or legal entities that directly or indirectly own equity holdings in the former of more than 5%, may not exercise voting rights over 1%." These restrictions shall not apply to direct or indirect interests held by public-sector enterprises.
At December 31, 2022 and 2021 the most significant shareholdings in the share capital of Enagás, S.A. were as follows (from the information published by the National Securities Market Commission (CNMV in Spanish) (1) at December 31, 2022):
| Investment in share | |||
|---|---|---|---|
| capital (%) | |||
| Company | 12.31.2022 | 12.31.2021 | |
| Sociedad Estatal de Participaciones | |||
| Industriales | 5.000 | 5.000 | |
| Partler 2006 S.L. | 5.000 | 5.000 | |
| Bank of America Corporation | 3.614 | 3.614 | |
| BlackRock Inc. | 4.988 | 3.383 | |
| State Street Corporation | 3.008 | 3.008 | |
| Mubadala Investment Company PJSC | 3.103 | 3.103 |
(1) The information obtained from the CNMV was based on the last notification that each entity thus obliged must send to said body, in connection with the stipulations of Royal Decree 1362/2007, of October 19 and Circular 2/2007, of December 19.
At December 31, 2022 and 2021 the Company's issue premium amounted to 465,116 thousands of euros.
The Consolidated Text of the Corporate Enterprises Act expressly permits the use of the issue premium account balance to increase capital and does not establish any specific restrictions as to its use.
On December 31, 2022, Enagás, S.A. finalised the process of delivering and acquiring treasury shares, which amounted to 821,375 shares, representing 0.31% of the total shares issued by Enagás, S.A. at December 31, 2022, for a total of 9,676 thousands of euros (including associated expenses of 10 thousands of euros). This acquisition took place within the framework of the "Temporary Treasury Shares Buy-Back Scheme", whose exclusive aim was to meet the obligations of delivering shares to the Executive Directors and members of the Enagás Group management team under the current remuneration scheme according to the terms and conditions of the 2022-2024 Long-Term Incentive Plan (ILP) and Remuneration Policy approved at the General Shareholders' Meeting on March 31, 2022. The shares were purchased in compliance with the conditions set out in Article 5 of Regulation EC/2273/2003 and subject to the terms authorised at the General Shareholders' Meeting held on March 31, 2022. Management of the Temporary Treasury Share Buy-Back Scheme was entrusted to Banco Bilbao Vizcaya Argentaria (BBVA), which carried out the transaction on behalf of Enagás, S.A. independently and without exercising influence on the process (Note 4.4).
During the period from January 1, 2022 to December 31, 2022, the following movements in treasury shares have taken place:
| No. of shares | No. of shares | No. of shares | No. of shares |
|---|---|---|---|
| as at January | acquired new | implemented | as at |
| 1, 2022 | target | for the target | December 31, |
| 501,946 | 465,000 | (145,571) | 821,375 |
|---|---|---|---|
| d) Reserves |
The Corporate Enterprises Act stipulates that 10% of profit for the year must be transferred to the legal reserve until it represents at least 20% of share capital. During 2022 no legal reserve has been recorded as it has been fully constituted as of December 31, 2022 for a total amount of 78,597 thousands of euros (Note 1.6).
The legal reserve can be used to increase capital by the amount exceeding 10% of the new capital after the increase. Except for this purpose, until the legal reserve exceeds the limit of 20% of capital, it can only be used to compensate losses provided there are no other reserves available.
At December 31, 2022, the Company has no cash flow derivatives recorded on its Balance Sheet (Note 3.4).
The Company classifies all financial liabilities in the following category:
Financial liabilities classified in this category are initially measured at fair value, which, until proven otherwise, is assumed to be the transaction price, which is the fair value of the consideration received plus transaction costs.
The amortised cost method is used for subsequent measurement. Accrued interest is recognised in the income statement (financial expenses) using the effective interest rate method.
The Company derecognises a previously recognised financial liability when any of the following circumstances arise:
The obligation has been extinguished because payment has been made to the creditor to cancel the debt, or because the debtor is legally released from any responsibility for the liability.
The accounting for the derecognition of a financial liability is as follows: the difference between the carrying amount of the financial liability (or part thereof that has been derecognised) and the consideration paid, including attributable transaction costs, and which also includes any asset transferred other than cash or liability assumed, is recognised in the income statement for the year in which it occurs.
| Fair value with changes in | ||||||
|---|---|---|---|---|---|---|
| equity | Amortised cost | Total | ||||
| Class | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| Financial debts with credit institutions | - | - | - | 200,618 | - | 200,618 |
| Debt arrangement expenses with credit institutions | - | - | - | (2,924) | - | (2,924) |
| Other financial liabilities | - | - | 5 | 40 | 5 | 40 |
| Total long-term debts | - | - | 5 | 197,734 | 5 | 197,734 |
| Financial debts with credit institutions | - | - | 1,000 | - | 1,000 | - |
| Debt arrangement expenses and accrued interest | ||||||
| payable | - | - | 124 | 94 | 124 | 94 |
| Derivatives | - | 36 | - | - | - | 36 |
| Creditors and other financial liabilities | - | - | 4,814 | 8,154 | 4,814 | 8,154 |
| Total short-term debts | - | 36 | 5,938 | 8,248 | 5,938 | 8,284 |
| Total debts | - | 36 | 5,943 | 205,982 | 5,943 | 206,017 |
At December 31, 2022, the Company had undrawn credit lines granted up to a limit of 1,715,689 thousands of euros (in 2021 there were credit lines granted up to a limit of 1,702,198 thousands of euros, partially provided in the amount of 1,820 thousands of euros) (Note 3.6). Along these lines, a sustainable syndicated credit line amounting to 1,500,000 thousands of euros is included, the price of which is linked to the reduction of CO2 emissions. This credit line is held by 12 national and international financial institutions.
In the opinion of the Directors, this situation allows for sufficient funding to meet possible liquidity requirements in the shortterm considering its current obligations.
One of the most significant events of the year was that on December 28, 2022, Enagás, S.A. repaid the 225 million dollars loan from credit institutions.
The average rate of gross debt (considering debt with credit institutions and group companies) in 2022 was 1.6% (1.7% in 2021).
The Directors of the Company estimate that the fair value of the bank debts contracted at December 31, 2022 and December 31, 2021 does not differ significantly from their carrying amounts.
The change in 2022 in the caption "Short-term debt" relates mainly to the decrease in accounts payable to suppliers of fixed assets in the amount of 3,340 thousands of euros.
| Long-term | Short-term | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Enagás Financiaciones, S.A.U. |
2,202,496 | 2,538,052 | 508,098 | 907,037 | |
| Enagás Internacional, S.L.U. |
255,057 | 233,325 | 219,455 | 8,020 | |
| Enagás Emprende, S.L.U. |
— | — | 744 | 1,109 | |
| Enagás Infraestructuras de Hidrógeno, S.L.U. |
— | — | 4,112 | — | |
| Enagás Services Solutions, S.L.U. |
— | — | 39 | 165 | |
| Scale Gas Solutions, S.L. |
— | — | 411 | 389 | |
| Enagás GTS, | — | — | 676 | — | |
| Other | — | — | 572 | 996 | |
| Total | 2,457,553 | 2,771,377 | 734,107 | 917,716 |
The average rate for 2022 for loans with group companies was 1.6% (1.7% for 2021).
The main changes in Debts with Group Companies included the following:
• Credit granted by Enagás Financiaciones, S.A.U. during financial year 2022, amounting to 149,000 thousands of euros.
The breakdown by maturity is as follows:
Valuation adjustments
| 2027 and | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | 2026 | later years | and/or other | Total |
| Loans and payables | 734,107 | 306,799 | 171,019 | 51,742 | 1,931,606 | t ti t (3,613) |
3,191,660 |
| Total | 734,107 | 306,799 | 171,019 | 51,742 | 1,931,606 | (3,613) | 3,191,660 |
| 2026 and | Valuation | ||||||
| 2021 | 2022 | 2023 | 2024 | 2025 later years |
adjustments and/or | Total | |
| Loans and payables | 917,716 | 1,859,077 | 99,742 | 390,019 | 426,819 | th t ti (4,280) |
3,689,093 |
| Total | 917,716 | 1,859,077 | 99,742 | 390,019 | 426,819 | (4,280) | 3,689,093 |
| 2022 | 2021 | |
|---|---|---|
| Financial income | 14,307 | 12,831 |
| Financial income | 14,307 | 12,831 |
| Financial expenses and similar | (6,453) | (151) |
| Loan interest | (55,007) | (69,968) |
| Financial expenses | (61,460) | (70,119) |
| Exchange differences | (71) | 862 |
| Net financial gain (loss) | (47,224) | (56,426) |
It should be noted that expenses for interest on loans were calculated by using the effective interest rate method.
The change in the heading "Interest on loans" during 2022 compared to the previous year mainly relates to:
Likewise, the financial income includes the financial update of the guarantees provided by the Company in favour of GSP, by taking June 30, 2023 as the estimated date for obtaining an award favourable to the interests of the Company, as well as the investment and the account payable to Enagás Internacional, S.L.U., the net effect being an income amounting to 5,283 thousands of euros (5,275 thousands of euros in 2021). The breakdown of this effect is as follows:
The Company does not hold derivative financial instruments. On December 28, 2022, the derivative financial instrument (Interest Swap Rate) contracted by the company in 2021 expired and no similar instruments were arranged in 2022.
The Company Enagás S.A. is exposed to certain risks which it manages with a risk control and management model, established at group level, which is directed towards guaranteeing achievement of the Company's objectives in a predictable manner with a medium-moderate risk profile.
This model allows it to adapt to the complexity of its business activity in a globalised competitive environment, in a complex economic context, where the materialisation of a risk is more rapid and with an evident contagion effect.
The model is based on the following:
The integral analysis of all risks allows the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. The Company has established a regulatory framework through its "Risk control and management policy" and "General risk control and management regulations," which define the basic principles to be applied and identify the responsibilities of the different departments of the Company.
The risk control and management function is articulated around three lines of defence, each presenting different responsibilities:
The Governing Bodies responsible for risk control and management are the following:
The main risks of a financial and tax nature to which the Company is exposed are as follows.
Credit risk relates to the possible losses arising from the nonpayment of monetary or quantifiable obligations of a counterparty to which the Company has granted net credit which is pending settlement or collection.
The credit risk associated with receivables from its business activity is historically very limited since the Company operates mainly with Group companies (Note 3.2.c).
The Company is also exposed to the risk of its counterparties not complying with obligations in connection with placement of surplus cash balances. To mitigate this risk, these operations are carried out in a diversified way over highly solvent entities.
Interest rate fluctuations affect the fair value of those assets and liabilities that accrue interest at fixed rates and the future cash flows from assets and liabilities that accrue interest at floating rates.
The objective of interest rate risk management is to create a balanced debt structure that minimises finance costs over a multi-year period while also reducing volatility in the income statement.
In order to carry out this risk management, the exposure of all financial instruments contracted by the Company to interest rate volatility is analysed. The Company considers forecasts of macroeconomic factors as well as historical levels for its analysis. All these factors are regularly assessed and reviewed with a view to achieving the cost of debt and interest expense targets.
Based on the Enagás S.A. estimates and debt structure targets, hedges are put in place using derivatives that reduce these risks.
At December 31, 2022, the Company has no derivative financial instruments.
Changes in exchange rates may affect credit positions denominated in foreign currency. The Company manages exchange rate risk through natural hedges, which consist of contracting financial instruments in the same currency in which the investment is made. (Note 4.1.b).
At December 31, 2022, the Company has no derivative financial instruments.
Liquidity risk arises as a consequence of differences in the amounts or payment and collection dates relating to the different assets and liabilities of the Company.
The liquidity policy followed by the Company is oriented towards ensuring that all short-term payment commitments acquired are fully met without having to secure funds under burdensome terms. For this purpose, different management measures are taken such as maintenance of credit facilities ensuring flexibility, sufficient amounts and sufficient maturities, diversified sourcing for financing needs via access to different markets and geographical areas, as well as the diversification of maturities in debt issued.
Although the Company has negative working capital, it has the following available financial facilities (see Note 3.6.b), which are sufficient to meet the Company's current liabilities:
| 2022 | 2021 | |
|---|---|---|
| Cash and cash equivalents | 71,936 | 144,498 |
| Other available funds (Note 3.2) | 1,715,689 | 1,700,378 |
| Total | 1,787,625 | 1,844,876 |
The Company is exposed to possible modifications in tax regulatory frameworks and uncertainty relating to different possible interpretations of prevailing tax legislation, potentially leading to negative effects on results.
The Company has a Board-approved tax strategy, which includes the action policies governing compliance with its tax obligations, attempting to avoid risks and tax inefficiencies.
Enagás is exposed to cross-cutting risks which do not correspond to a single risk category but may be correlated with several of them. These are the risks related to the three pillars of sustainability: Environmental, Social and Governance (ESG). Environmental, Social and Governance - ESG.
In the context of ESG risks, Enagás is exposed to certain risks arising from climate change. These risks are managed and assessed in an integrated manner within the risk management model described in the Management Report. Risks are identified and quantified which arise from factors such as political and regulatory measures to promote the use of renewable energy, natural disasters or adverse weather conditions, the volume of CO2 emissions and prices, the use and technological development of renewable gases, and reputational risks (for more details on climate change risks, see chapter 'Climate Action and Energy Efficiency' of the Management Report).
The impact of climate-related risks and how management assesses these risks to incorporate them into the judgements, estimates and uncertainties that affect the financial statements of the Group are described in Note 4.6.a.
Given the dynamic nature of the business and its risks, and despite having a risk control and management system that responds to the best international recommendations and practices, it is not possible to guarantee that some risk is not identified in the risk inventory of the Company.
Interest rate risk
| 12.31.2022 | 12.31.2021 | |
|---|---|---|
| Percentage of financial debt | ||
| tracking protected rates | 40% | 49% |
Taking into account these percentages of financial debt at fixed rates, and after performing a sensitivity analysis using a range of +0.25/-0.10% percentage points changes in market interest rates, the Company considers that, according to its estimates, the impact on results of such variations on finance costs relating to variable rate debt could change as follows:
| Interest rate change | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| 25 bps | -10 bps | 25 bps | -10 bps | |
| Change in finance costs | 4,479 | (1,792) | 4,880 | (1,952) |
The Company carries out capital management at corporate level and its objectives are to ensure financial stability and obtain sufficient financing for investments, optimising the cost of capital in order to maximise the value created for the shareholder while maintaining its commitment to solvency.
The Company uses the level of consolidated leverage as an indicator for monitoring its financial position and managing capital, which is defined as the quotient resulting from dividing net consolidated assets (understood to be the sum of net financial debt and consolidated equity) by net consolidated financial debt.
Financial net debt and leverage of the Enagás Group at December 31, 2022 and 2021 was as follows (consolidated figures):
| 2022 | 2021 | |
|---|---|---|
| Debts with credit institutions | 1,690,600 | 1,777,900 |
| Debentures and other marketable securities |
2,736,574 | 3,481,812 |
| Loans from the General Secretariat of | ||
| Industry, General Secretariat of Energy and Oman Oil |
1,112 | 1,745 |
| Finance leases (IFRS 16) | 399,903 | 459,550 |
| Gross financial debt | 4,828,189 | 5,721,007 |
| Cash and cash equivalents | (1,359,284) | (1,444,151) |
| Net financial debt | 3,468,905 | 4,276,856 |
| 2022 | 2021 | |
| Net financial debt | 4,828,189 | 4,276,856 |
| Shareholders' equity | 3,076,477 | 3,158,421 |
| Financial leverage | 53 % | 57.5 % |
In this way, Enagás, S.A. has shown its financial robustness as confirmed by different rating agencies.
On September 9, 2022, the credit rating agency Fitch Ratings maintained Enagás' outlook at stable, placing Enagás' rating at BBB. On January 26, 2022, the credit rating agency Standard & Poor's placed Enagás' credit rating at BBB, with a stable outlook.
43
Liquid financial assets, deposits and liquid financial investments that may be transformed into a determinable amount of cash in the short-term, and whose risk of changes in value is immaterial, are considered cash equivalents.
| 2022 | 2021 | |
|---|---|---|
| Treasury | 71,936 | 144,498 |
| Total | 71,936 | 144,498 |
Generally, the banked cash accrues interest at rates similar to daily market rates. The deposits maturing in the short-term are easily convertible into cash, and accrue interest at the going market rates. There are no significant restrictions on the availability of cash.
In order to guarantee liquidity, Enagás has arranged loans and credit lines which it has not drawn down. Thus, liquidity available to the Company is broken down as follows:
| 2022 | 2021 | |
|---|---|---|
| Cash and cash equivalents | 71,936 | 144,498 |
| Other available funds (Note 3.2) | 1,715,689 | 1,700,378 |
| Total | 1,787,625 | 1,844,876 |
In the opinion of the Directors of the Company, this situation allows for sufficient funding to meet possible liquidity requirements in the short-term considering its current obligations.
The cost model is applied for measuring investment property, that is, the corresponding assets are measured at acquisition cost less the corresponding accumulated depreciation and any impairment losses. However, as one plot of land is not currently in use, it was measured at its recoverable amount, calculated as the fair value less the necessary costs for its sale.
The market appraisal was performed by the independent expert in accordance with the Governing Rules of the Royal Institution of Chartered Surveyors (RICS), set out in the so-called "Red Book" - RICS Valuation - Professional Standards, January 2014. Said market valuations defined
by RICS are internationally recognised by advisors and accountants providing services for investors and corporations that own investment properties, as well as by The European Group of Valuers (TEGoVA) and The International Valuation Standards Committee (IVSC).
| Balance at | Impairment | Balance at | Impairment | Balance at | |
|---|---|---|---|---|---|
| December 31 2020 | allowances 2021 | December 31 2021 | allowances 2022 | 12/31/22 | |
| Cost | 47,211 | - | 47,211 | - | 47,211 |
| Impairment | (28,191) | (360) | (28,551) | (1,250) | (29,801) |
| Carrying amount | 19,020 | (360) | 18,660 | (1,250) | 17,410 |
It is worth noting that the independent expert's report did not include any scope limitations with respect to the conclusions reached.
• There are no mortgages or encumbrances of any type on real estate investments.
• It is Company policy to insure its assets to ensure that there is no significant loss of equity, based on best market practices, given the nature and characteristics of the investment properties. In addition, the Company has contracted the corresponding insurance policies to cover third party Civil Liabilities.
The detail of the most significant foreign currency balances valued at the year-end exchange rate is as follows:
| 2022 | 2021 | |
|---|---|---|
| Long-term credits ESG (Note 1.5.c) | 471,401 | 431,227 |
| Debts with Group Companies (Note 3.2.b) | 469,760 | 233,325 |
| Debts with credit institutions (Note 3.2.a) | - | 199,303 |
| Other short-term financial liabilities | 4,551 | 4,163 |
The amount of exchange gains (losses) recognised in profit /(loss) for the year by financial instrument classes is as follows:
| For Transactions Settled in the | For Balances Pending | Total | ||||
|---|---|---|---|---|---|---|
| Year | Settlement | |||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| Debts with group companies | - | - | (15,515) | (15,810) | (15,515) | (15,810) |
| Debts with credit institutions | (12,112) | - | - | (13,424) | (12,112) | (13,424) |
| Other exchange gains (losses) | (841) | 1,159 | 28,397 | 28,938 | 27,556 | 30,097 |
| Total | (12,953) | 1,159 | 12,882 | (296) | (71) | 862 |
As indicated in Note 3.5, the Company has liabilities and assets items in dollars whose variations are netted by a natural hedge, which do not cause a significant difference in the income statement.
| 2022 | 2021 | |
|---|---|---|
| Debit balances | ||
| Current tax assets | 280 | 12,272 |
| Other receivables from the Public | ||
| Administrations | 1,153 | 3 |
| Accounts payable by the Tax | 1,153 | 3 |
| Credit balances | ||
| Current tax liabilities | - | 630 |
| Other debts with the Public | 33,599 | 31,873 |
| Administrations | ||
| Accounts payable to the Tax | ||
| Authorities for withholdings | 33,194 | 31,067 |
| Accounts payable to the Tax | - | 414 |
| Social Security agencies creditors | 405 | 392 |
During 2022, Enagás, S.A. paid 57,955 thousands of euros for settling 2022 corporate income tax (72,979 thousands of euros in 2021), corresponding to the Tax Group of which Enagás, S.A acts as the Parent Company.
At December 31, 2022, the balance of the heading Current tax assets corresponds to the account receivable for the Corporate Income Tax Group for 2022 in the amount of 280 thousands of euros (12,272 thousands of euros at December 31, 2021). The receivable relating to the Tax Group for the final 2020 corporate income tax for an amount of 12,288 thousands of euros, which was collected on January 5, 2022).
Also, at December 31, 2021, the balance of the heading Current tax liabilities corresponded to the account payable for the Corporate Income Tax Group for 2021. On July 22, the final corporate income tax for the year 2021 was paid in the amount of 458 thousands of euros.
Additionally, Enagás, S.A. acts as the Parent Company of the Tax Group as indicated in Note 4.2.b. For these purposes, the Company has debit and credit balances for Corporate Income Tax with the different subsidiaries of the Tax Group. Accordingly, as indicated in Note 3.2.c during 2022 the Company settled the respective balances with the rest of the Tax Group companies for Corporate Tax 2021.
Specifically, it has collected the amount of 116,019 thousands of euros, an amount that was mainly part of the balance recorded at year-end 2021 under group companies and multi-group short-term loans (Note 1.5) and paid the amount of 30,103 thousands of euros, an amount that was mainly part of the balances recorded at year-end 2021 under short-term debt to group companies and multi-group (Note 3.2.c).
Enagás S.A. has been the parent company of the Tax Consolidation Group 493/12 for Corporate Income tax from January 1, 2013, comprising the following subsidiaries at December 31, 2022:
This involves the joint calculation of the Group's tax result, as well as the deductions and bonuses from the payment. Furthermore, the corporate income tax is calculated on the basis of the Group's accounting profit/loss determined by application of generally accepted accounting principles, which does not necessarily coincide with the Group's taxable profit/tax loss.
| Income statement | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Increases | Decreases | Total | Increases | Decreases | Total | |
| Accounting profit before tax | 450,133 | - | 450,133 | 445,405 | - | 445,405 |
| Permanent differences: | 15,846 | (524,094) | (508,248) | 574 | (492,740) | (492,166) |
| Donations | 604 | - | 604 | 360 | - | 360 |
| Dividend exemption (1) | - | (517,038) | (517,038) | - | (490,555) | (490,555) |
| Impairment of investments | 14,094 | (30) | 14,064 | 40 | (2,151) | (2,111) |
| Other | 1,148 | (7,026) | (5,878) | 174 | (34) | 140 |
| Temporary differences: | 11,162 | (13,121) | (1,959) | 11,672 | (8,484) | 3,188 |
| With origin in the financial year: | ||||||
| Provision for personnel remuneration | 3,493 | - | 3,493 | 4,765 | - | 4,765 |
| Other | 1,406 | - | 1,406 | 360 | (55) | 305 |
| With origin in previous financial years: | ||||||
| Amortisation deduction limit R.D.L. 16/2012 | - | (981) | (981) | - | (981) | (981) |
| Accelerated amortisation Law 4/2008, 13/2010 | 47 | - | 47 | 47 | - | 47 |
| Provision for personnel remuneration | - | (5,853) | (5,853) | - | (616) | (616) |
| Other (2) | 6,216 | (6,287) | (71) | 6,500 | (6,832) | (332) |
| Taxable income | 477,141 | (537,215) | (60,074) | 457,651 | (501,224) | (43,573) |
(1) In accordance with prevailing regulations, from January 1, 2021, the tax exemption for dividends and capital gains related to shareholdings in resident and non-resident companies will be only 95% of the amount of such shareholdings.
(2) This heading mainly includes the financial restatement of accounts receivable from GSP and the financial restatement of accounts payable to Enagás Internacional (Note 3.3).
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Increases | Decreases | Total | Increases | Decreases | Total | |
| For deferred tax: | ||||||
| Originating in the financial year (Note 3.1.e): | ||||||
| From cash flow hedges | 702 | (709) | (7) | - | (9) | (9) |
| Originating in the financial year (Note 3.1.e): | ||||||
| Grants, donations and bequests received | 210 | - | 210 | - | - | - |
| Total corporate income tax recognised directly in | ||||||
| equity | 912 | (709) | 203 | - | (9) | (9) |
| 2022 | 2021 | |
|---|---|---|
| Accounting profit before tax | 450,133 | 445,405 |
| Rate at 25% | 112,533 | 111,351 |
| Impact of permanent differences | (127,062) | (123,042) |
| Deductions: | (2,663) | (297) |
| For amortisation deduction limit | (49) | (49) |
| For double taxation | - | (122) |
| For investment in R&D&i expenses | (2,403) | - |
| For donations | (211) | (126) |
| Adjustments to income tax rate | 4,005 | 134 |
| Total expense for tax recognised in the | ||
| income statement | (13,187) | (11,854) |
In conformity with current legislation, tax returns cannot be considered final until they have been inspected by the tax authorities or until the four-year inspection period has elapsed.
In 2021, Enagás, S.A. was notified of the rejection of the Central Economic Administrative Court (hereinafter TEAC), in relation to the claims filed in relation to the assessments signed in disagreement of the Corporate Income Tax for 2012 to 2015. During the 2022 financial year, a lawsuit has been filed before the National High Court, against the rulings of the TEAC.
If the contentious-administrative appeal is dismissed, it would entail a payment of around 4.2 million euros (not including any late payment interest that may be applicable), in which case
the corresponding expense would be recorded in the Consolidated Income Statement. The appeal is expected to be resolved in more than one year.
The Directors consider that all taxes mentioned have been duly paid so that even in the event of discrepancies in the interpretation of prevailing tax legislation with respect to the treatment applied to transactions, the resulting potential tax liabilities, if any, would not have a material impact on the accompanying Annual Accounts.
Likewise, at 2022 year-end, the years 2019 to 2022 are pending audit for the taxes applicable to the company, with the exemption of corporate income tax, which is pending audit for the years 2018 to 2022.
| 2022 | 2021 | |
|---|---|---|
| Deferred tax assets: | ||
| Temporary differences (prepaid taxes): | 8,735 | 10,820 |
| Provision for remuneration (1) | 5,989 | 6,579 |
| Amortisation deduction limit R.D.L. 16/2012(2) | 491 | 736 |
| Others (3) | 2,255 | 3,505 |
| Deductions pending and others (4) | 98 | 147 |
| Total deferred tax assets | 8,833 | 10,967 |
| Deferred tax liabilities: | ||
| Grants | - | (210) |
| Accelerated amortisation (5) | (172) | (184) |
| Engineering services margin | (945) | (965) |
| Others (3) | (313) | (1,867) |
| Total deferred tax liabilities | (1,430) | (3,226) |
(1) These temporary differences include, inter alia, personnel expenses resulting from the Long-Term Incentive Plan, recorded in these financial years which, pursuant to Article 14 of the Corporate Income Tax Law, will be deductible at the time of their delivery or payment, so in 2022 they gave rise to a deferred tax asset. In addition, during 2022, part of the deferred tax asset associated with the settlement of the 2019-2021 long-term incentive has been reversed.
The Company does not hold any deferred tax assets that are not recognised in the accompanying Balance Sheet.
| Directors and Senior | Group Personnel, | ||||
|---|---|---|---|---|---|
| Income and expenses | Managers | Companies or Entities | Other related parties | Total | |
| 2022 | N t 44 | ||||
| Expenses: | |||||
| Financial expenses | - | 53,544 | - | 53,544 | |
| Services received | - | 148 | - | 148 | |
| Other expenses | 8,642 | - | - | 8,642 | |
| Total Expenses | 8,642 | 53,692 | - | 62,334 | |
| Income: | |||||
| Loan income | - | 2,728 | 11,499 | 14,227 | |
| Dividends received | - | 538,511 | - | 538,511 | |
| Rendering of services | - | 69,892 | 1,374 | 71,266 | |
| Other income | - | 22 | - | 22 | |
| Total income | - | 611,153 | 12,873 | 624,026 | |
| 2021 | |||||
| Expenses: | |||||
| Financial expenses | - | 65,467 | - | 65,467 | |
| Services received | - | 2,830 | 220 | 3,050 | |
| Other expenses | 8,697 | - | - | 8,697 | |
| Total Expenses | 8,697 | 68,297 | 220 | 77,214 | |
| Income: | |||||
| Loan income | - | 10,007 | - | 10,007 | |
| Dividends received | - | 516,374 | - | 516,374 | |
| Rendering of services | - | 65,215 | - | 65,215 | |
| Other income | - | 554 | - | 554 | |
| Total income | - | 592,150 | - | 592,150 | |
| Significant | Group Personnel, | Other related | |||
| Other transactions | shareholders | Companies or Entities | parties | Total | |
| 2022 Guarantees for related parties debt |
- | 4,992,260 | - | 4,992,260 | |
| Guarantees and sureties granted -Other | - | 71,674 | - | 71,674 |
|---|---|---|---|---|
| Dividends and other earnings distributed | 106,321 | - | - | 106,321 |
| 2021 | ||||
| Guarantees for related parties debt | - | 5,688,752 | - | 5,688,752 |
| Guarantees and sureties granted -Other | - | 112,267 | - | 112,267 |
| Dividends and other earnings distributed | 102,192 | - | - | 102,192 |
The balances with related-parties on the balance sheet is as follows:
| 2022 2021 |
|||||||
|---|---|---|---|---|---|---|---|
| Group Personnel, | Other related | Group Personnel, | Other related | ||||
| Balance | Companies or | parties | Total | Companies or | parties | Total | |
| Long-term equity instruments | E titi 5,078,089 |
- | 5,078,089 | E titi 5,314,790 |
- | 5,314,790 | |
| Other financial assets | - | 471,401 | 471,401 | - | 431,227 | 431,227 | |
| Short-term loans to companies | - | - | - | 407,557 | - | 407,557 | |
| Credit for corporate income tax Short term Tax Consolidation Group |
100,510 | - | 100,510 | 115,689 | - | 115,689 | |
| Dividends and other short-term earnings |
135,000 | - | 135,000 | 129,832 | - | 129,832 | |
| Trade receivables | 11,143 | - | 11,143 | 11,296 | - | 11,296 | |
| Long-term debts | 2,457,553 | - | 2,457,553 | 2,771,377 | - | 2,771,377 | |
| Short-term debts | 708,953 | - | 708,953 | 886,777 | - | 886,777 | |
| Debt for corporate income tax Short term Tax Consolidation Group |
25,154 | - | 25,154 | 30,889 | - | 30,889 | |
| Trade payables | 2,085 | - | 2,085 | 559 | - | 559 |
The Regulation establishes a period of time required for the consolidation of the remuneration, which has been considered a condition of service, and therefore taken into account together with the target measurement period (January 1, 2022 to December 31, 2024) when estimating the fair value of the equity instruments granted, as well as an additional deferral period. In this regard, the aforementioned service condition is based on the obligation for the beneficiaries to continue providing their services to the Company until the first payment date (set at four months from the end of the target measurement period to receive 50% of the incentive), and an additional period of one year from that last date to receive the remaining 50%).
In the case of the share-based payment plan component, the Company accrues the estimated fair value of the cash-settled amount over the term of the plan (January 1, 2022 to December 31, 2024) and the service conditions established for the period of time required for the consolidation of the remuneration.
| Insurance | ||||||
|---|---|---|---|---|---|---|
| Remuneration received | Salaries | Per diems | Other items Pension plans | premiums Termination benefits | ||
| 2022 | ||||||
| Board of Directors | 2,645 | 2,382 | 92 | - | 44 | 1,630 |
| Senior Management | 3,257 | - | 138 | 55 | 32 | 1,934 |
| Total | 5,902 | 2,382 | 230 | 55 | 76 | 3,564 |
| 2021 | ||||||
| Board of Directors | 2,382 | 2,453 | 191 | - | 57 | - |
| Senior Management | 3,353 | - | 158 | 59 | 44 | - |
| Total | 5,735 | 2,453 | 349 | 59 | 101 | - |
The remuneration of the members of the Board of Directors for their Board membership and those corresponding to the Chairman, the former Chief Executive Officer and the Chief Executive Officer for the exercise of their executive functions during the 2022 financial year were approved in detail by the General Shareholders' Meeting held on May 27, 2021 as part of the "Directors' Remuneration Policy for the 2022, 2023 and 2024 financial years", approved as Item 10 of the Agenda and modified by the General Shareholders' Meeting held on March 31, 2022, as Item 8 of the Agenda.
The Company has outsourced its pension commitments with its Senior Managers by means of a mixed group insurance policy for pension commitments, including benefits in the event of survival, death and employment disability. The Chairman and the former Chief Executive Officer are part of the group covered by this policy and of the total premium paid for this during the year, 345 thousands of euros, corresponded to them. The new Chief Executive Officer (Mr Arturo Gonzalo Aizpiri) does not have a pension commitment instrument, as he does not have an employment relationship with the company, but rather a commercial relationship. The new CEO maintains an assimilated individual savings insurance at a cost of 191 thousands of euros.
The members of the Senior Management also form part of the group insured under the mixed group insurance policy for pension commitments. The total premium paid for the same during the financial year amounts to 522 thousands of euros.
The two former Executive Directors (Mr Marcelino Oreja Arburúa and Mr Antonio Llardén Carratalá) were beneficiaries of the 2019-2021 Long-Term Incentive Plan approved by the General Shareholders' Meeting on March 29, 2019 under Item 8 of the Agenda. During 2022, the aforementioned incentive was paid out under the terms established by the General Shareholders' Meeting. As a result of this settlement, a total of 50,122 gross shares were delivered to the two former executive directors, which they will not be able to sell within two years.
Members of Senior Management (members of the Management Committee) were equally beneficiaries of the 2019-2021 long-term incentive plan. In the terms approved at the General Shareholders' Meeting, in the settlement of this incentive in the first half of 2022, 39,454 gross shares and a cash incentive amount of 243 thousands of euros corresponded to them.
The Chief Executive Officer is beneficiary of the Long-Term Incentive Plan 2022-2024 approved by the General Shareholders' Meeting on March 31, 2022 as Item 9 of the Agenda. In said meeting, a total of 96,970 rights relating to shares were assigned to him. These rights do not entail the acquisition of shares until the programme has finalised, the final bonus depending on the degree to which the programme objectives have been met; it will be generated within thirty days following the approval of the 2024 annual accounts by the General Shareholders' Meeting to be held in 2025.
Members of Senior Management (members of the Management Committee) are equally beneficiaries of the 2022-2024 Long-Term Incentive Plan. As approved at the General Shareholders' Meeting, the Board has assigned them a total of 122,143 rights relating to shares as well as an incentive in cash amounting to 590 thousands of euros. These rights do not entail the acquisition of shares until the programme has finalised, the final bonus depending on the degree to which the programme objectives have been met; it will be generated within thirty days following the approval of the 2024 annual accounts by the General Shareholders' Meeting to be held in 2025. The remuneration, broken down for each member of the Board of Directors, without taking into account insurance premiums, is as follows:
| Total | 5,119 | 5,026 |
|---|---|---|
| Ms Rosa Rodríguez Díaz (Independent Director) (3) (4) | - | 73 |
| Mr Martí Parellada Sabata (External Director) (3) (4) | - | 73 |
| Mr Luis García del Río (Independent Director)(3) (4) | - | 73 |
| Mr Marcelino Oreja Arburúa (former Chief Executive Officer) (2) (3) | 431 | 952 |
| Ms Isabel Tocino Biscarolasaga (Independent Director) (3) (4) | 44 | 168 |
| Mr Antonio Hernández Mancha (Independent Director) (3) (4) | 44 | 160 |
| Mr Gonzalo Solana González (Independent Director)(3) (4) | 44 | 160 |
| Mr Ignacio Grangel Vicente (Independent Director) (3) (4) | 44 | 160 |
| Mr Manuel Gabriel González Ramos (Independent Director) (3) (4) | 113 | - |
| Ms María Teresa Costa Campi (Independent Director) (3) (4) | 114 | - |
| Ms Clara García Fernández-Muro (Independent Director) (3) (4) | 113 | - |
| Mr David Sandalow (Independent Director) (3) (4) | 114 | - |
| Ms María Teresa Arcos Sánchez (Independent Director) (3)(4) | 170 | 85 |
| Ms Natalia Fabra Portela (Independent Director) (3) (4) | 160 | 85 |
| Mr Santiago Ferrer Costa (Proprietary Director) (4) | 160 | 160 |
| Ms Eva Patricia Úrbez Sanz (Independent Director) (4) | 160 | 160 |
| Mr Cristóbal José Gallego Castillo (Independent Director) (4) | 160 | 160 |
| Mr José Montilla Aguilera (Independent Director) (3) (4) | 175 | 166 |
| Ms Ana Palacio Vallelersundi (Independent Leading Director) (4) | 190 | 190 |
| Mr José Blanco López (Independent Director) (4) | 160 | 160 |
| Sociedad Estatal de Participaciones Industriales (Proprietary Director) (4) | 160 | 160 |
| Mr Arturo Gonzalo Aizpiri (Chief Executive Officer) (3) (4) (5) | 969 | - |
| Mr Antonio Llardén Carratalá (Director) (1) | 1,594 | 1,881 |
| Board members | 2022 | 2021 |
(3) On February 21, 2022 the Board of Directors co-opted Mr Arturo Gonzalo Aizpiri as Executive Director to fill the vacancy caused by the resignation of the former Chief Executive Officer, Mr Marcelino Oreja Arburúa, on that date.
On March 31, 2022, Mr Antonio Hernández Mancha, Mr Gonzalo Solana González, Mr Ignacio Grangel Vicente and Ms Isabel Tocino Biscarolasaga stepped down from their posts, while Mr David Sandalow, Mr Manuel González Ramos, Ms Clara García Fernández-Muro and Ms María Teresa Costa Campi were appointed as new Directors.
Agenda states that the meeting assigned him a total of 96,970 performance shares or rights relating to shares. These rights do not entail the acquisition of shares for the time being, since the right to accrue the final incentive, which depends on the degree of achievement of the programme's targets will be generated within thirty (30) days following the approval of the 2024 annual accounts by the General Shareholders' Meeting to be held in 2025. In addition, the CEO maintains an individual savings insurance at a cost of 191 thousands of euros.
As reported in the Annual Accounts since 2019, on March 29, 2019, the General Shareholders' Meeting of the Parent of the group, Enagás S.A,. approved a Long-Term Incentive Plan ("ILP") aimed at the then Executive Directors and senior management of the Company and its Group, with a view to maximising motivation and loyalty as well as promoting the good results achieved by the Enagás Group, aligning its interests with the long-term value of shareholders. In this regard, and as previously reported, the aforementioned programme has been 50% settled during the first half of 2022.
On March 31, 2022, the Enagás, S.A. General Shareholders' Meeting approved the 2022-2024 Long-Term Incentive Plan (ILP) aimed at the Executive Director, and at the members of the Executive Committee and the senior management of the Company and its Group. The objective of the Plan is to (i) encourage the sustainable achievement of the objectives of the Company's Strategic Plan, (ii) give the opportunity to share the creation of value with participants, (iii) foster a sense of belonging to the Company and shared destiny, (iv) be competitive, and (v) align with the requirements of institutional investors, proxy advisors, and best Good Corporate Governance practices and, especially, those resulting from the recommendations of the CNMV's new Good Governance Code.
The Plan consists of an extraordinary mixed multi-year incentive which will permit the beneficiaries to receive, after a certain period of time, a bonus payable in (i) Enagás, S.A. shares and (ii) cash, provided that certain strategic objectives of the Company are met.
With respect to the portion payable in shares, a maximum of 679,907 shares are deliverable, all of which will come from the Company's treasury shares. Furthermore, the beneficiaries of the plan are not guaranteed any minimum value for the assigned shares. The cash part of the Plan is limited to an estimated payment of approximately 3.3 million euros should all the objectives be fully met.
This plan is aimed at persons who, due to their level of responsibility on their position in the Enagás Group, contribute decisively to achieving the Company's objectives. The Plan initially designated 53 beneficiaries, notwithstanding the possibility that new recruitments due to mobility or professional level changes may include new beneficiaries during the measurement period.
The objectives determined to evaluate the achievement of the Enagás S.A. Long-Term Incentive Plan are as follows:
Percentage of women in managerial and pre-managerial positions. It accounts for 3% of the total objectives.
Percentage of promotions which involve women in managerial and pre-managerial positions. It accounts for 3% of the total objectives.
The target will consist of 2 indicators:
It accounts for 15% of the total objectives (7.5% for each
indicator respectively).
Regarding the measurement period, although it will occur during the period from January 1, 2022 to December 31, 2024, its settlement will take place on the following dates:
As established in BOICAC No. 75/2008, query No. 7, the part settled through shares of Enagás, S.A. is considered a sharesbased payment transaction that can be settled in equity instruments, and, accordingly, the fair value of the services received, as consideration for the equity instruments granted, is included in the Income Statement at December 31, 2022, under the heading "Personnel Expenses", in the amount of 1,023 thousands of euros, with a credit to "Other Equity Instruments" of the Balance Sheet net equity at December 31, 2022.
The breakdown and fair value of the shares at the granting date of the ILP of the Enagás Group are as follows:
| ILP 2022-2024 | |
|---|---|
| Total shares at the concession date (1) | 679,907 |
| Fair value of the equity instruments at the | 20.15 |
| granting date (EUR) | |
| Dividend yield | 7.94% |
| Expected volatility | 26.15 |
| Discount rate | 0.48% |
(1) This number of shares reflects the maximum number of shares to be delivered under the plan, and includes both the possibility of achieving the maximum degree of fulfilment of objectives established in the plan (125%), as well as the possibility that new hiring, staff mobility, or changes in professional levels lead to the inclusion of new beneficiaries during the measurement period.
With respect to that part of the bonus payable in cash, the Company recognised the rendering of services corresponding to this plan as personnel expenses amounting to 317 thousands of euros with a credit to "Provisions" under noncurrent liabilities in the accompanying Balance Sheet at December 31, 2022. As in the case of the share-settled plan, the Company accrues the estimated fair value of the cashsettled amount over the term of the plan, taking into account the aforementioned service conditions.
In order to comply with the provisions of Article 229 ff. of the Corporate Enterprises Act, this report includes information on the shareholdings and performance of the roles of the members of the Board of Directors of Enagás, S.A. in other companies with activity of a similar or complementary type to that which it constitutes the corporate purpose. This information was prepared considering that they are companies with similar or complementary activities to those carried out by Enagás S.A., that is, natural gas transmission, regasification, distribution, and marketing activities regulated by Law 34/1998 of the Hydrocarbons Sector.
At December 31, 2022 and December 31, 2021, there were no holdings in the share capital of companies with the same, similar or complementary type of activity reported to the Company by the Directors.
The positions or functions of the Company's Board members in other companies with the same, similar or complementary activities, as communicated to Enagás, S.A. at December 31, 2022 and 2021, are the following:
| Director | Company | Positions |
|---|---|---|
| 2022 | ||
| Arturo Gonzalo Aizpiri |
Enagás Transporte del Norte, S.L. |
Chairman |
| enadas |
|---|
| -------- |
| Director | Company | Positions |
|---|---|---|
| 2021 | ||
| Marcelino Oreja Arburúa |
Mibgas Derivatives, S.A. |
Director |
| Marcelino Oreja Arburúa |
Enagás Emprende, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa |
Enagás Services Solutions, S.L.U |
Joint Director |
| Marcelino Oreja Arburúa |
Enagás Transporte del Norte, S.L. |
Chairman |
| Marcelino Oreja Arburúa |
Enagás Renovable, S.L.U. |
Joint Director |
| Marcelino Oreja Arburúa |
Tallgrass Energy G.P. | Director |
| Antonio Llardén Carratalá |
Enagás GTS, S.A.U. | Representative of the Sole Director of Enagás S A |
| Antonio Llardén Carratalá |
Enagás Transporte, S.A.U. |
Representative of the Sole Director of Enagás S A |
The Company Enagás S.A., as head of the Enagás Group, carries out the activities for protection of the environment and biodiversity, energy efficiency, reduction in emissions, and the responsible consumption of resources as part of its environmental management in order to mitigate the impact of its activities.
The Company has integrated protection of the environment into its policy and strategic programmes by implementing an Environmental Management System developed and certified in accordance with the requisites of standard UNE EN ISO 14001, which guarantees compliance with applicable environmental legislation and continuous improvement of its environmental behaviour.
In 2022, the certifying company AENOR'S issued the corresponding audit report on the environmental management system with favourable results, concluding that the system's maturity and degree of development ensure continuous improvement for the company in this field.
Furthermore, in 2022, as part of Enagás adherence to the Circular Economy Pact, it obtained Zero Waste Certification, issued by AENOR, thus ensuring the organised management of waste generated at the facilities in order to reintroduce these into the value chain.
The Company Enagás S.A. makes ongoing efforts to identify, characterise, and minimise the environmental impact of its activities and facilities, evaluating the related risks and strengthening eco-efficiency, responsible management of waste and discharges, minimising the impact in terms of emissions and climate change.
The Company incorporates environmental criteria in its relationship with suppliers and contractors, as well as in connection with decision-making with respect to the awarding of contracts for the provision of services and products.
During 2022, Enagás S.A. carried out environmental actions in the amount of 23 thousands of euros, recognised as investments under assets in the balance sheet. During financial year 2021, this amount was 42 thousands of euros. The Company also assumed environmental expenses amounting to 534 thousands of euros in 2022, recognised under "Other operating expenses" (294 thousands of euros in 2021).
The company has arranged sufficient civil liability insurance to meet any possible contingencies, compensation and other risks of an environmental nature which it might incur.
Enagás S.A. did not receive any subsidy or additional income in 2022 or 2021 as a result of its activities relating to the environment.
"Other operating expenses" include the fees for audit and nonaudit services provided by the auditor of the Company, Ernst & Young, S.L., or by a company belonging to the same group or related to the auditor, broken down as follows:
| 2022 | 2021 | |
|---|---|---|
| Services | Services | |
| rendered by | rendered by | |
| the accounts | the accounts | |
| Categories | auditor and | auditor and |
| related | related | |
| Audit services (1) | 837 | 751 |
| Other assurance services (2) | 153 | 144 |
| Total audit and related services | 990 | 895 |
| Total professional services | 990 | 895 |
On January 25, 2023, Enagás, S.A. signed with 12 financial institutions an extension of the maturity of its syndicated credit line of 1,550 million euros until 2028, maintaining its commitment to link economic conditions to compliance with environmental indicators, in line with the objective of achieving carbon neutrality by 2040, in accordance with the strategic plan presented by the company in July 2022.
No other events have occurred that significantly affect the results of the Company or its equity.
These Financial Statements are presented on the basis of the regulatory financial reporting framework applicable to the Company in Spain (see Note 1.2). Certain accounting practises applied by the Company that conform to other generally accepted accounting principles and rules.
These Financial Statements are a translation of financial statements originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain. In the event of a discrepancy, the Spanish-language version prevails.
The wording provided by Law 11/2018, of December 28, to Article 262.5 of the consolidated text of the Corporate Enterprises Act, relating to the management report, indicates that a company dependent on a group will be exempt from the obligation established in this section if the company and its dependents, if any, are included in the consolidated management report of another company, prepared in accordance with the content established in this article.
Based on the above, Enagás, S.A. makes use of this exemption, including non-financial information in the consolidated management report of Enagás, S.A. and Dependent Companies prepared in accordance with said regulations and which will be filed with the Commercial Registry of Madrid.
Enagás, S.A., a midstream company with almost 50 years of experience and independent European TSO (Transmission System Operator) through Enagás GTS, S.A.U., is an international reference in the development and maintenance of gas infrastructure and in the operation and management of gas networks.
The company has built the main infrastructure for the Spanish Gas System, turning it into a model of security and diversification of supply.
Through our activities we strengthen and guarantee the security of energy supply, promoting the use of natural gas in preference to other more polluting alternative fuels such as oil or coal. In addition, natural gas is of great importance for improving competitiveness, as it allows for the introduction of efficient industrial technologies which improve the intensity of energy usage and competitiveness in the industry, generating direct and indirect employment.
In addition, Enagás is promoting the development of renewable gases as new key solutions for the energy transition. Non-electric renewable energies (hydrogen and biomethane) are indispensable energy carriers that contribute to the development of a circular economy and to the energy transition process, helping advance towards carbon-neutral economy. These non-electric renewable energies can be transported via the existing gas network infrastructure, maximising their use.
General Shareholders' Meeting
The General Shareholders' Meeting is the highest body representing shareholders.
Enagás S.A. has a free float of 90%, one of the highest on the Spanish continuous market.
Enagás S.A. applies a proprietary separation model, which establishes the maximum limit of ownership by any shareholder at 5%, with a limitation on the voting rights of 1% for agents in the gas sector and 3% for the rest of shareholders. These limitations do not apply to direct or indirect interest held by the public corporate sector.
The Board of Directors of Enagás, S.A. is made up of 15 members with a percentage of independence of 66.7%.
In 2022, and in line with its commitment to promote gender diversity and the recommendations of the National Securities Market Commission (CNMV), Enagás' Board of Directors was 40% women, thus meeting the target of 40% women on the Board by 2024 included in the 2022-2024 Long-Term Incentive Plan.
Enagás, S.A., as head of the Enagás Group, will guarantee the proper functioning of the Spanish Gas System, and will ensure security of supply by facilitating competition in a transparent and non-discriminatory manner. Likewise, it will optimise the operation of the Spanish Gas System by coordinating the different agents and proposing measures to improve its operation. It will continue to develop the transmission network and manage its infrastructures in a safe, efficient, profitable way with a commitment to protecting the environment. All this will be achieved in collaboration with the regulators, thus providing service quality to its customers, creating value for its shareholders and contributing to the sustainable development of the Company.
Natural gas is key to achieving a sustainable, safe and efficient energy in a low-carbon economy. It is the most efficient technical-economic solution compared to other conventional fuels, with the lowest cost for citizens and companies. Natural gas helps to make the industry more competitive and reduces the environmental impact. It is an essential energy source for many sectors because of its versatility and high calorific value. In addition, Enagás, S.A. is promoting the development of renewable gases, such as hydrogen and biomethane, as new key solutions for the energy transition. These non-electric renewable energies can be transported via the existing gas infrastructure, maximising their use and contributing to a fair energy transition and to decarbonisation.
In recent years the last pieces of regulation required to establish the new regulatory framework that applies to the Spanish Gas System, a stable and predictable framework developed by an Independent Regulator (National Commission on Markets and Competition (CNMC)) that supports the objectives of the energy transition. In the field of renewable
In 2022, gas demand reached 364.4 TWh, 3.7% lower than in 2021.
Enagás, S.A. has a Sustainability and Good Governance policy which reflects the importance of good governance for the generation of value by the company. The 2022 General Shareholders' Meeting approved the reappointment of Antonio Llardén as Chairman and the ratification of Arturo Gonzalo as Executive Director.
Financial and operational excellence
The Company's net profit amounted to 463.3 million euros, 1.3% higher than 2021. In 2022, investments worth 164,8 millions were made.
The dividend per share in 2022 increased by 1% over the previous year, reaching 1.72 euros per share. Enagás, S.A. closed 2022 at 15.53 euros per share.
The share capital of Enagás, S.A. at December 31, 2022 was 392.9 million euros, with 261.9 million shares.
On September 9, 2022, the credit rating agency Fitch Ratings maintained Enagás' outlook at stable, placing Enagás' rating at BBB. On January 26, 2022, the credit rating agency Standard & Poor's placed Enagás' credit rating at BBB, with a stable outlook (Note 3.5).
Enagás S.A. has been listed on the Dow Jones Sustainability Index since 2008, with a rating of 88 points.
Enagás, S.A., as a certified Top Employer company, offers stable and quality employment with high percentages of permanent and full-time employment contracts, totalling (99.4%) and (95.81%), respectively. In addition, the commitments acquired by Enagás, S.A. in its Management of Human Resources policy, together with the measures and actions implemented, translate into high levels of employee satisfaction and motivation, as
reflected in low staff turnover (4.52% voluntary turnover) and the results obtained in the workplace climate survey.
Enagás S.A. has an integrated talent management model to promote the achievement of the Company's strategic objectives and plans through four principles: To attract the best talent to Enagás, to know our internal talent, to continuously train our professionals and to develop and retain internal talent.
The company promotes a culture that ensures a diverse and inclusive environment, and fosters a working environment in which trust and mutual respect prevail and where integration and recognition of individual merit are hallmarks of Enagás, placing its Comprehensive Diversity Plan as the basis for its strategy To achieve this commitment, Enagás, S.A. has continued to implement different initiatives in 2022 in the different areas of its diversity and inclusion strategy: gender, functional, generational, cultural, thought and LGTB+.
As part of the Global Listening Strategy, Enagás launched a new edition of the Work Climate Survey in 2022. The aim is to obtain the views of Enagás professionals on various topics that will enable the company to improve and move forward overall. The sustainable engagement index stood at 82%, remaining in line with external benchmarks.
The global security approach of Enagás S.A. is based on the integration of the safety and health culture into the environment, people, facilities and information, through the involvement of leaders and the development of a model of health and security behaviours.
The Enagás Occupational Risk Prevention Management System, certified according to ISO 45001 (100% of activities), has procedures and standards for the identification and evaluation of risks, as well as for the notification of accidents.
Enagás, S.A. is also certified as a Healthy Company in accordance with the World Health Organisation protocol and has certified its information security management system in accordance with the ISO 27001 standard.
Enagás, S.A. has established a set of policies, standards and procedures which are integral to the company's ethics and integrity system. The Code of Ethics is the framework that sets out the principles of action necessary to promote ethics and integrity, as well as a culture of compliance.
The Enagás S.A. Ethics Channel is a platform for consulting doubts and notifying irregularities or breaches of the Code of Ethics and is managed by the company's Ethical Compliance Committee. In 2022, three communications were received via the Ethics Channel:
• An incident of potential harassment in the workplace was brought to the attention of Ethics Channel mailbox. This matter was given careful consideration and an investigation was launched to gain more data. However, once some time had passed since sending out their communication, the
individual decided they no longer wanted to pursue it further. The ongoing investigation had not reached any relevant conclusions as to the irregularity of the facts.
The Enagás, S.A. Compliance Management System, is the main tool for ensuring ethics and integrity in the performance of Enagás S.A. activities. This Management System is being coordinated around the Compliance Policy and its associated standards and procedures. Furthermore, under the Compliance Management System, Enagás, S.A. has a Crime Prevention Model that is the essential core of the company's criminal compliance. It also has a Corruption Prevention Model and an Antitrust Model.
In 2022, Enagás, S.A. certified its Corruption Prevention Model, based on ISO 37001
The objective of Enagás, S.A.'s social investment is to contribute to security of supply and decarbonisation, promoting a just energy transition through socio-economic development projects and initiatives throughout the country. Through dialogue and collaboration with stakeholders, the positive social impact of the Company's initiatives is maximised, whether through volunteering, sponsorships, patronage or donations. In 2022, the social strategy, which is aligned with the United Nations Sustainable Development Goals (SDG), has been updated.
In 2022, the total amount of this social investment reached 1.9 million euros. The distribution of this investment is mainly between social investment and social action initiatives aligned with the business, limiting one-off contributions.
Supply chain management is an increasingly critical point in the company's management. Adequate management of the supply chain allows us to identify and manage regulatory, operational, and reputational risks, as well as take advantage of opportunities for collaboration and the creation of shared value.
In order to work with Enagás S.A., the suppliers must go through a rigorous approval process. They must meet, among others, the following approval requirements:
The Company's average payment period for its suppliers is 52 days.
Activities for protection of the environment and biodiversity, energy efficiency, reduction in emissions, and the responsible consumption of resources are essential elements in the Enagás S.A. environmental management to mitigate the impact of its activities.
Managing natural capital and biodiversity is a key aspect for Enagás. The control and minimisation of our impacts on the environment also produces direct internal benefits by improving the use of resources, ensuring the sustainability of our business and generating confidence in our stakeholders.
Enagás S.A. undertakes its environmental commitments (as reflected in the Health & Safety, Environment and Quality Policy) through the Environmental Management System and 100% of its activity is certified in accordance with ISO 14001 standard.
Improved energy efficiency and reduced greenhouse gas emissions are major factors in reinforcing the vital role that natural gas will play in a low-carbon economy as a key element for achieving sustainable, safe and efficient energy.
Enagás, S.A. is increasing its commitment to the fight against climate change every year through its management and continuous improvement model, based on public commitment and target setting, emission reduction and compensation measures as well as the reporting of our performance and results, following TCFD recommendations (Task Force on Climate-related Financial Disclosures).
Enagás S.A. is also committed to the use of gas as the least polluting fossil fuel and, therefore, key to the power generation mix for meeting emission reduction targets and allowing the development of more efficient renewable energies; as well as the integration of renewable gases into the Spanish and European Gas System, and replacing other fossil fuels as we move towards more sustainable mobility in sea, rail and road transport.
Enagás is committed to achieving carbon neutrality by 2040. To this end, it has outlined a decarbonisation pathway with emission reduction targets aligned with the 1.5ºC temperature increase scenario:
The Group's net debt at December 31, 2022 amounted to 3,468,905 thousands of euros.
The Company Enagás, S.A. is exposed to various risks intrinsic to the sector, markets in which it operates and the activities it performs, which, should they materialise, could prevent it from achieving its objectives and executing its strategies successfully.
The Company Enagás S.A. has established a risk control and management system model aimed at ensuring the continuity of the business and the achievement of the objectives of the company in a predictable manner and with a mediummoderate profile for all of its risks. This model allows it to adapt to the complexity of its business activity in a globalised competitive environment, in a complex economic context, where the materialisation of a risk is more rapid and with an evident contagion effect.
This model is based on the following aspects:
The integral analysis of all risks allows the appropriate control and management thereof, an understanding of the relationships between them and facilitates their joint assessment. This is accomplished by taking into account the differences of each type of risk in terms of its nature, handling capacity, risk measurement tools, etc.
The main risks associated with the business activities of Enagás S.A. are classified as follows:
These are risks which are inherent to the gas sector and are linked to potential losses of value or results derived from external factors, strategic uncertainties, economic cycles, changes to the environment (inflation), changes to patterns of demand, competition and market structure or changes to the regulatory framework, as well as those derived from taking the incorrect decisions in relation to business plans and company strategies.
The activities carried out by the Company are notably affected by current regulations (local, regional, national and supranational). Any change in that legislation could negatively affect profits and the value of the company. Of particular importance in this type of risk is the regulatory risk related to the remuneration framework and thus to the regulated income from operations, as well as other risks related to the change of certain market factors that are not included in the aforementioned regulation.
Similarly, the delay or failure to develop the growth projects envisaged in the company's Strategic Plan for the medium and long term could have a negative impact on the company's results and its obligations to shareholders (mainly hydrogen projects).
The growth in demand may also bring negative effects that will have a different impact in the short-, medium- and long-term. Growth may also depend on meteorological conditions or the competitiveness of natural gas compared to other energy sources, performance of the economy, etc.
In the short-term, the degree to which regasification plants are used may have a negative impact on the forecast operating costs, through greater internal consumption and greenhouse gas emissions.
In the medium- to long-term, the increase in the demand is a factor that creates opportunities for building new projects in transport, regasification and underground storage infrastructure for natural gas and its development may alter or delay decisions taken in dealing with these projects.
The results of the Company may also be affected by the legal risk arising from the uncertainties related with the different interpretation of contracts, laws or regulations which the company and third parties may have, as well as the results of any law suits undertaken.
The Company Enagás S.A. has implemented measures to control and manage its strategic and business risk within acceptable risk levels, consisting in the continuous supervision of risks in connection with regulatory changes, market conditions, competition, business plans, strategic decisionmaking, etc. as well as management measures to contain risk at acceptable levels.
The Enagás Group is exposed to certain risks arising from climate change. These risks are managed and assessed in an integrated manner within the risk management model described in the management report. Risks are identified and quantified which arise from factors such as political and regulatory measures to promote the use of renewable energy, natural disasters or adverse weather conditions, the volume of CO2 emissions and prices, the use and technological development of renewable gases, and reputational risks. The impact of climate-related risks and how management assesses these risks to incorporate them into the judgements, estimates and uncertainties that affect the financial statements of the Group are described in Note 4.6.a.
Operation of the Enagás S.A. infrastructures may give rise to losses of value or earnings resulting from inadequate processes, failures of physical equipment and computer systems, human error or other external factors. This type of risk can in turn be classified as an industrial infrastructure risk (related to the nature of the fluids under management), risks associated with infrastructure maintenance, logistical and commercial processes, as well as other risks associated with corporate processes. As well as the risks related to the guarantee of supply to the Spanish Gas System due to the unavailability of gas at source.
The main operational and technological risks to which the Company is exposed are:
The Company Enagás S.A. identifies the activities relating to management and control which can provide an adequate and appropriate response to these risks. Among the control activities thus defined there are emergency plans, maintenance plans, control and alerting systems, training and skill upgrading for staff, application of certain internal policies and procedures, defining quality indicators, establishing limits, and quality certifications and audits, prevention and environment, etc. which allow the Group to minimise the probability of these risks occurring. To mitigate the negative economic impact that the materialisation of any of these risks may have on Enagás S.A., a series of insurance policies have been arranged.
Some of these risks could affect the reliability of the financial information prepared and reported by Enagás, S.A. An Internal Control over Financial Reporting (ICFR) system was implemented to control these types of risk, the details of which can be consulted in the Corporate Governance Report.
Credit and counterparty risk relates to the possible losses arising from the non-compliance of monetary or quantifiable obligations of a counterparty to which the Company has granted net credit which is pending settlement or collection.
The counterparty risk includes the potential breach of
obligations acquired by a counterparty in commercial
agreements that are generally established in the long-term.
Enagás, S.A. monitors in detail this type of risk, which is particularly relevant in the current economic context. The activities carried out include analysing the risk level and monitoring the credit quality of counterparties, regulatory proposals to compensate Enagás S.A. for any possible failure to comply with payment obligations on the part of shippers (an activity that takes place in a regulated environment), request for guarantees, etc.
However, regulations have been developed establishing standards for managing guarantees in the Spanish gas system and which oblige shippers to provide guarantees for: (i) contracting capacity in infrastructure with regulated third-party access and international connections, (ii) settlement of imbalances; and (iii) participation in the organised gas market.
The measures for managing credit risk involving financial assets include the placement of cash at highly-solvent entities, based on the credit ratings provided by the agencies with the highest international prestige. Likewise, interest rate and exchange rate derivatives are contracted with financial entities with the same credit profile.
The regulated nature of Enagás S.A. business activity does not allow an active customer concentration risk management policy to be established.
The Group's expected credit risk loss is provided for in accordance with the requirements of IFRS9.
Information concerning counterparty risk management is disclosed in Note 3.5 of the Annual Accounts.
Enagás S.A. is subject to the risks deriving from the volatility of interest and exchange rates, as well as movements in other financial variables that could affect the Company's liquidity.
Interest rate fluctuations affect the fair value of assets and liabilities that accrue interest at fixed rates, and the future cash flows from assets and liabilities that accrue interest at floating rates. The objective of interest rate risk management is to achieve a balanced debt structure that minimises the cost of debt over a multi-year horizon with low volatility in the income statement. The Enagás Group, of which the Company is the parent company, maintains a fixed or protected debt structure of more than 80% to limit this risk. Changes in exchange rates may affect debt positions denominated in foreign currency. Enagás, S.A.'s exchange rate risk management is designed to balance the cash flows of assets and liabilities denominated in foreign currency in each of its subsidiaries.
Enagás S.A. maintains a liquidity policy that is consistent in terms of contracting credit facilities that are unconditionally available and temporary financial investments in an amount sufficient to cover the projected needs over a given period of time.
It should also be noted that the promotion of sustainable finance by regulators and investors (EU Taxonomy, EIB investment policy, Green Deal, among others) could affect the company's financing conditions in the medium and long term. The company monitors sustainable finance regulations, maintains contact with investment entities, financing and rating agencies, among other measures, to mitigate the possible impact.
With respect to tax risk, the Company is exposed to possible modifications in tax regulatory frameworks and uncertainty relating to different possible interpretations of prevailing tax legislation, potentially leading to negative effects on results.
The financial risk management policy is described in Note 3.5 of the Annual Accounts.
Reputational risk refers to any action, event or circumstance that could have a harmful effect on the Company's reputation among its stakeholders.
Enagás, S.A. has implemented a self-assessment reputational risk procedure which uses qualitative measurement techniques. This process considers the potential reputational impact of any of the risks listed in the current inventory, as well as those strictly reputational events arising from the action, interest or judgement of a third party.
The Company is exposed to compliance risks, which includes the cost associated with potential penalties for breaches of laws and legislation, or penalties resulting from the materialisation of operational events, the use of improper business practices or the breach of internal company policies and procedures.
The Company may also be affected by risks of corruption, antitrust and internal and/or external fraud.
The Company may be affected by risks associated with the improper use of assessment models and/or risk measurement, and hypotheses that are outdated or do not have the necessary precisions to be able to correctly evaluate their results.
Organic Law 5/2010 reformed the Criminal Code, introducing the criminal liability of legal persons in Spain. In 2022, the Criminal Code was again amended to expand the catalogue of offences for which legal persons may be liable. In this context, Enagás, S.A. could be liable in Spain for certain offences that its directors, senior managers or employees may commit in the exercise of their duties and in the interests of the Company.
To prevent this risk from materialising, Enagás, S.A. has approved a Crime Prevention Model, updated in accordance with the above-mentioned latest reform, and has implemented the measures needed to prevent corporate crime and to avoid liability for the Company.
The Company is exposed to certain risks arising from climate change. These risks are managed and assessed in an integrated manner within the risk management model described in the management report.
Risks are identified and quantified which arise from factors such as political and regulatory measures to promote the use of renewable energy, natural disasters or adverse weather conditions, the volume of CO2 emissions and prices, the use and technological development of renewable gases, and reputational risks.
The impact of climate-related risks and how management assesses these risks to incorporate them into the judgements, estimates and uncertainties that affect the financial statements of the Group are described in Note 4.6.a.
The company is also exposed to cross-cutting risks that do not correspond to a single risk category but may be correlated with several of them, namely risks related to the three pillars of sustainability: environmental, social and governance (ESG). Regarding climate change risk, further details are included in the Group's management report, chapter 'Climate Action and Energy Efficiency').
Given the dynamic nature of the business and its risks, and despite having a risk control and management system that responds to the best international recommendations and practices, it is not possible to guarantee that some risk is not identified in the risk inventory of the Company.
On January 25, 2023, Enagás, S.A. signed with 12 financial institutions an extension of the maturity of its syndicated credit line of 1,550 million euros until 2028, maintaining its commitment to link economic conditions to compliance with environmental indicators, in line with the objective of achieving carbon neutrality by 2040, in accordance with the strategic plan presented by the company in July 2022.
No other events have occurred that significantly affect the results of the Company or its equity.
The actions carried out by Enagás, S.A. in the field of technological innovation in 2022 were mainly aimed at energy transformation towards the use of renewable gases, mainly hydrogen, as well as energy efficiency.
Enagás S.A. is aware of the wide diversity of scenarios and solutions that the energy sector could develop in the future in a broad sense. It thus spearheads and assists with the actions carried out in different areas of the holding company to anticipate events and adapt to the far-reaching changes that are bound to arrive in the future.
In the field of R&D&I, the different complementary and/or alternative technologies to natural gas are analysed, which could also make use of part or all of the gas infrastructure for their potential development and implementation. In this sense, the following are considered: mixtures of hydrogen with natural gas in certain percentages; pure hydrogen; biogas and biomethane, and synthetic natural gas (mix of CO2 and H2).
In particular, Enagás, together with 7 other companies and 3 research centres have continued developing the GreenH2Pipes project, whose goals include acquiring first-hand knowledge regarding the suitability of gas transmission infrastructures for use with hydrogen and natural gas mixtures. This includes among other activities the construction of a hydrogen test ring in Zaragoza (HyLoop+). During 2022, the investment for its construction has been approved and the tender for the basic engineering, tests on metrology, materials, simulation of hydrogen injection using computational fluid dynamics (CFD) and a proof of concept of artificial intelligence (Machine Scientist) for power-to-gas facilities.
Enagás has also continued its participation in the international HYREADY consortium (comprising 23 partners, mostly TSOs and DSOs from Europe, Asia, Canada and the United States), whose main purpose is to put into practice the knowledge acquired through R&D projects and activities in the form of recommendations and guidelines for adapting natural gas infrastructures to hydrogen injection.
During 2022, two new investments have been approved to study the transformation of the gas network towards hydrogen. The Next Pangea, a collaboration with a spin-off of Arcelor Mittal, aimed at developing products to improve the operability and safety of transmission, as well as the storage of hydrogen mixtures of different concentrations and pure hydrogen. The HyStoreNew project, a collaboration with 7 other Spanish companies and 6 research entities, aims to analyse all the components of the hydrogen value chain, from strategic analysis to the final use of the molecule.
Enagás has also continued its participation in the international HYREADY consortium (comprising 23 partners, mostly TSOs and DSOs from Europe, Asia, Canada and the United States), whose main purpose is to put into practice the knowledge acquired through R&D projects and activities in the form of recommendations and guidelines for adapting natural gas infrastructures to hydrogen injection.
During 2022, two new investments have been approved to study the transformation of the gas network towards hydrogen. The Next Pangea, a collaboration with a spin-off of Arcelor Mittal, aimed at developing products to improve the operability and safety of transmission, as well as the storage of hydrogen mixtures of different concentrations and pure hydrogen. The HyStoreNew project, a collaboration with 7 other Spanish companies and 6 research entities, aims to analyse all the components of the hydrogen value chain, from strategic analysis to the final use of the molecule.
Enagás, S.A. continues to equip itself with the best available techniques to reduce the level of uncertainty in the measurement of the energy contained in natural gas, both in the liquid state (LNG) and in the gaseous state (NG), at the points at which it is received or delivered to third parties. This innovative effort has been translated into different studies and actions during 2022, among which we highlight the following:
Effect of gas quality on measurement differences, which studies how the heterogeneity of the composition of natural gas can affect the losses of the Basic Gas Pipeline Network.
Regarding the measurement of renewable gases, Enagás has made further progress with its partners in the European DECARB project, funded by the EMPIR programme (European Metrology Programme for Innovation and Research). The project proposes the development of metrology for flow measurement, quality analysis, physical properties measurement and leak detection, which are necessary to facilitate the decarbonisation of the gas grid through the transmission of hydrogen mixed with natural gas or pure gas, and biomethane.
Enagás continued to participate until its completion in the NewGasMet project. This has involved precision, durability and comparative tests of gas metres for measuring renewable gases (biogas/biomethane, hydrogen and NG:H2 mixtures), with the ultimate aim of assessing the compliance of available devices with regulations and developing calibration standards. In the same line of research, within the framework of the APIX project, the performance of its equipment for the determination of main components and impurities in biomethane is being evaluated. APIX technology has been approved for testing at the Enagás Central Laboratory during 2023.
During this year, an analysis of the results of the "GERG Raman for LNG Custody Transfer" project, completed in December 2021, aimed at improving the measurement of the quality of LNG, has been carried out and it has been approved to monitor Raman technology until the model approval certificate is obtained.
Throughout 2022, the line of research into the safety of Enagás' gas pipelines and other facilities continued. To this end, participation in different international joint projects has been maintained, which has also confirmed that the level of security of the Enagás facilities is adequate and is in line with that of other foreign companies with similar characteristics.
With this goal in mind, the study "Environmental and Safety Impacts Associated with Hydrogen" was completed in 2022 in collaboration with the UPM, identifying various risks associated with the transmission and storage of hydrogen that need to be taken into account when planning projects to convert natural gas infrastructure and designing new facilities.
It has also continued to update the tools developed to meet the needs of different areas of the Company both in the design of new facilities and in the operation of existing ones.
In addition, in 2022 Enagás has been working on the elaboration of a project proposal for the development of new sensor technologies for leak detection, sensors based on fibre optic technologies, which will lead to an increase in the safety level of hydrogen applications, from production to storage and distribution, both in new infrastructures working with pure H2 and in reused natural gas facilities and pipelines, contributing to a safe and economically viable implementation of H2 production, transmission and storage processes. The OPTHYCS project will start in 2023 and has received 100% funding from the Clean Hydrogen Partnership.
In 2022, Enagás, S.A. carried out the first mechanical characterisation tests on materials, an R&D&I project in collaboration with UPM, which has provided key information to determine the suitability of the existing gas transmission network for conversion to hydrogen transmission. The methodology and acceptance criteria for assessing anomalies detected in gas pipelines running on hydrogen are also being developed and can be used to extend the useful life of infrastructures.
Another area of work was to carry out leakage tests on existing valves and explosive decompression tests and non-metallic elements, making it possible to obtain relevant information to assess the suitability of this type of element already installed that could be used in H2 transmission and to acquire the necessary knowledge to establish new technical requirements for the future definition and purchase of valves. A finite element determination of tightening torques on flanged joints was also carried out to minimise fugitive emissions.
In collaboration with Bentley (software developer), a stress assessment method for hydrogen services was developed and implemented in one of the most widely used software packages in the world. Based on precise inspection information with ILI identifying the location of each weld, Enagás has analysed the stresses faced by existing gas pipelines and facilities being considered for conversion to hydrogen transmission and confirmed their suitability or identified points where action can be taken. This precise work will also make it possible to determine the maximum operating pressure at each point of the pipeline. This information is critical for its possible conversion. This work also includes revising their standardised ERM/EM, designs, optimising their design and construction to make them technologically and economically optimal while keeping them at the cutting edge of technology.
As a result of the experience and knowledge gained through participation in various technical working groups of European bodies and major research and technology associations (European Technical Committees for Standardisation CEN, GERG, EPRG, MARCOGAZ, H2GAR, etc.), the company has developed and/or updated a number of important specifications and technical requirements applicable to the materials and equipment with which it designs, builds and operates its plants, reflecting at all times the state of the art and ensuring that the best alternatives are chosen to optimise the total cost (CAPEX + OPEX) of these plants for the Company without compromising the level of safety.
During 2022 Enagás, S.A. has continued its efforts, on the one hand, to reduce the energy consumption of its facilities and, on the other hand, to raise the level of energy it produces for selfconsumption or export.
The objectives of reducing energy consumption and emissions have been achieved through the PEERE (Energy Efficiency and Emissions Reduction Plan). Firstly, through the reduction of primary energy consumption for the company's own operations, secondly, the reduction of emissions derived from the operation and, finally, the improvement in the management of fugitive emissions.
With the aim of reducing primary energy consumption and greenhouse gas emissions, in 2022 the projects to replace two natural gas-powered turbo compressors with electricallypowered motor compressors continued, one at the Almendralejo compressor station and the other at the Coreses compressor station, after reaching the milestone of placing the motor compressors in their respective locations. Work has also continued on the replacement of turbocompressors with motor compressors in the wells of the Aurín field of the Serrablo underground storage. In compliance with the Enagás Transporte S.A.U. Electrification Plan, the design and engineering for the replacement of six turbo-compressors has begun, with the aim of being commissioned between 2026 and 2028.
With regard to consumption reduction in its facilities, it is mainly focused on the optimisation of its processes, to minimise the energy needs of these processes, and in the modification or replacement of their equipment, to improve their unit performance.
In 2022, the project to install a compressor vent gas at Lumbier compressor station was completed, resulting in reduced greenhouse gas emissions by eliminating methane emission from compressor vents. In addition to the above, the Cartagena Plant has continued with the project to replace the pilot flare and the installation of electrolysers to replace the use of natural gas with hydrogen in this safety device.
In the area of fugitive methane emissions detection and mitigation, Enagás has led an innovation project to use several novel technologies and implement them to improve the accuracy of quantifying methane emissions at its facilities. The project has been developed in the framework of the European partnership GERG (European Gas Research Group) and the results of this project will contribute to achieving the objective of the Global Methane Pledge and obtaining the "Gold standard" of OGMP 2.0, a voluntary initiative coordinated by the United Nations Environment Programme. The project is coordinated by Enagás, with the participation of 13 other European gas infrastructure operators and gas associations. With this aim in mind, the fugitive emissions bank of the Metrology and Innovation Centre of Zaragoza has been adapted for hydrogen experimentation.
Another strategic project is the collaboration with SATLANTIS, a subsidiary of Enagás Emprende SLU, for technological support in the development of innovative technology for the detection and quantification of methane emissions by satellite.
Finally, we must complement discussion on energy efficiency with the mention of E4efficiency. This company was founded in 2017 through an intrapreneurship programme and has achieved success with the introduction of a unique technology capable of harnessing the ecological cold of the natural gas regasification process. This startup establishes Enagás as an industry leader for energy efficiency and environmental stewardship in its facilities. In 2022, E4efficiency was granted the patent "System and method for recovering cold from LNG in regasification plants", of which E4efficiency is the owner. In addition, an agreement was signed with Veolia to start construction of the Barcelona plant to provide Ecoenergies and Veolia with ecological cooling. Finally, they were awarded a public financing project from the IDAE to carry out a hydrogen generation project at the Huelva plant with a 300kW electrolyser.
The development of the "Simulation Hub" project was completed in 2022. This project has enabled the development of a tool to trace the concentrations of hydrogen mixtures and to accurately predict potential concentrations under varied operating conditions. This ability is essential to ensure that the maximum allowable hydrogen concentrations are respected.
In the field of renewable gases, Enagás has worked on 3 projects aimed at developing innovative technology for the production of hydrogen, other than water electrolysis technology. Through these projects, it will be possible to recover waste or take advantage of the direct source of solar energy with the potential to reduce the production costs expected to be obtained in large-scale projects.
At the end of 2022, Enagás obtained the results of a project that was kickstarted in 2021 with Nantek, a company dedicated to the pyrolysis of plastics for the production of biofuels. The innovation lies in the use of Nantek's proprietary nanocomposites, which allow working at controlled temperatures and obtain a higher quality end product thanks to the carbon-rich input. The result of the project has been the obtaining of a synthetic gas rich in biomethane and hydrogen, which will be studied in subsequent phases for possible upgrading to hydrogen to maximise its concentration or the incorporation of a methanisation process.
The HacDos project started in 2022 and is a Spanish consortium to develop a photocatalytic technology to produce H2 from wastewater. The pilot project aims to demonstrate both the technical feasibility of photocatalysis for the production of hydrogen from wastewater and solar energy and the maximum H2 production through a techno-economic and market analysis aimed at the possible establishment of a spinoff.
Sunrgyze was set up in 2021 with the aim of scaling up photoelectrocatalysis technology for H2 production and building an industrial-scale plant (200Tn H2/year) at the Repsol Puertollano refinery. On a technical level, this is an R&D project initiated by Repsol in 2012. In 2018, it was successfully tested on a laboratory scale and in 2020, operational tests began at Repsol's Techlab. Some leakage and crossover issues (H2 and O2 mixing) were identified and are being addressed to reach TRL 6 (prototype in relevant environment). Enagás Emprende has joined the management of Sunrgyze in September 2022 and has entered into a partnership agreement with the CIDAUT technology centre for the development of the third generation of photocatalytic cells. In line with the energy transition towards renewable gases, the first hydrogen refuelling station in Spain for long-range electric fuel cell vehicles was inaugurated in 2022 through Scale Gas, a company promoted by Enagás Emprende. This has been an important first milestone for the deployment of future multi-molecule refuelling stations. With a supply capacity of 700 bar pressure, the hydrogen station at the San Antonio filling station at 34 Avenida de Manoteras in Madrid enables the refuelling of a fleet of 12 Toyota Mirai vehicles used by the companies behind this pioneering project. This promotes the use of hydrogen as a clean and sustainable energy source and drives innovation in the automotive sector.
Sercomgas, a subsidiary of Enagás Emprende, was created in 2018 with the aim of providing operational back-office services to shippers, traders and qualified gas consumers, facilitating access to new customers and the development of the Spanish gas hub concept in accordance with Enagás' strategy. In 2022, it launched its back-office logistics management software that will help automate and improve the control of the daily operations of gas shippers, thus promoting the digitisation of operations in the sector.
On December 31, 2022, Enagás, S.A. finalised the process of delivering and acquiring treasury shares, which amounted to 821,375 shares, representing 0.31% of the total shares issued by Enagás, S.A. at December 31, 2022, for a total of 9,676 thousands of euros (including associated expenses of 10 thousands of euros). This acquisition took place within the framework of the "Temporary Treasury Shares Buy-Back Scheme", whose exclusive aim was to meet the obligations of delivering shares to the Executive Directors and members of the Enagás Group management team under the current remuneration scheme according to the terms and conditions of the 2022-2024 Long-Term Incentive Plan (ILP) and Remuneration Policy approved at the General Shareholders' Meeting on March 31, 2022. The shares were purchased in compliance with the conditions set out in Article 5 of Regulation EC/2273/2003 and subject to the terms authorised at the General Shareholders' Meeting held on March 31, 2022. Management of the Temporary Treasury Share Buy-Back Scheme was entrusted to Banco Bilbao Vizcaya Argentaria (BBVA), which carried out the transaction on behalf of Enagás, S.A. independently and without exercising influence on the process (Note 4.4).
The Consolidated Management Report includes the Company's Annual Corporate Governance Report in accordance with the provisions of article 49.4 of the Code of Commerce. This report will also be available from the publication of these accounts both on the corporate website www.enagas.es and on the CNMV website www.cnmv.es.
On February 20, 2023, the Board of Directors of Enagás, S.A. prepared the Annual Accounts and Management Report for the year ended December 31, 2022, consisting of the accompanying documents attached hereto, in accordance with the provisions of Article 253 of the Corporate Enterprises Act and Article 37 of the Code of Commerce, and remaining applicable standards.
In accordance with the provisions of article 262.5 of the Consolidated Text of the Corporate Enterprises Act and the reference contained in the Management Report of the individual company Enagás, S.A. corresponding to the year ended December 31, 2022, Enagás, S.A., as the parent of the Enagás Group, includes the Non-Financial Information Statement in the Consolidated Management report of Enagás, pursuant to the provisions of Law 11/2018 governing non-financial and diversity reporting.
DECLARATION OF RESPONSIBILITY: For the purposes of Article 118.2 of the consolidated text of the Securities Market Act and Article 8.1.b) of Royal Decree 1362/2007, of October 19, the directors state that, to the best of their knowledge the Annual Accounts, prepared in accordance with applicable accounting principles, provide a true and fair view of the equity, financial position and results of the Company and that the Management Report includes a fair analysis of the performance and results of the businesses and the situation of the Company, together with the description of the main risks and uncertainties faced. They additionally state that, to the best of their knowledge, the directors not signing below did not express dissent with respect to the Annual Accounts or the Management Report.
Mr Antonio Llardén Carratalá Mr Arturo Gonzalo Aizpiri (Signed the original in Spanish) (Signed the original in Spanish) Directors:
Sociedad Estatal de Participaciones Industriales-SEPI Mr José Montilla Aguilera (Represented by Mr Bartolomé Lora Toro) (Signed the original in Spanish) (Signed the original in Spanish)
Ms Ana Palacio Vallelersundi (Signed the original in Spanish)
Ms Eva Patricia Úrbez Sanz Ms Natalia Fabra Portela. (Signed the original in Spanish) (Signed the original in Spanish)
Mr David Sandalow Mr José Blanco Lopez (Signed the original in Spanish) (Signed the original in Spanish)
(Signed the original in Spanish) (Signed the original in Spanish)
Chairman: Chief Executive Officer:
Ms María Teresa Arcos Sánchez (Signed the original in Spanish)
Mr Santiago Ferrer Costa Ms Clara Belén García Fernández-Muro. (Signed the original in Spanish) (Signed the original in Spanish)
Ms María Teresa Costa Campi Mr Manuel Gabriel González Ramos
Mr Cristóbal José Gallego Castillo (Signed the original in Spanish)
DILIGENCE to record that, in accordance with the call of the Board of Directors, having been held at the registered office, allowing the directors to participate telematically, the individual Annual Accounts and Management Report of Enagás, S. A. for the 2022 financial year have been drawn up with the agreement of all members of the Board of Directors, which is certified by the Secretary of the Board with his signature below, and with the signatures of those Directors who have physically participated in the Board of Directors.
Electronic signature of the Secretary to the Board:
Mr Rafael Piqueras Bautista
(Signed the original in Spanish)
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