Annual Report • Apr 15, 2015
Annual Report
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December 31, 2014
| INDEX 1 | |
|---|---|
| INTRODUCTION 3 | |
| MACROECONOMIC BACKGROUND 4 | |
| STOCK EXCHANGE EVOLUTION 6 | |
| GROUP'S ACTIVITY 8 | |
| FINANCIAL REVIEW 10 | |
| ACTIVITY DEVELOPED BY THE NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS 13 | |
| 2015 OUTLOOK 14 | |
| PROPOSAL OF THE BOARD OF DIRECTORS FOR APPROPRIATION OF THE NON CONSOLIDATED NET PROFIT FOR THE YEAR 15 |
|
| CORPORATE GOVERNANCE 17 | |
| LEGAL MATTERS 53 | |
| CLOSING REMARKS 55 | |
| STATEMENT UNDER THE TERMS OF ARTICLE 245, PARAGRAPH 1, C) OF THE SECURITIES CODE 56 | |
| DECLARATION OF RESPONSIBILITY 57 | |
| APPENDIX I 58 | |
| CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 70 |
Pursuant to the legal requirements, the Board of Directors of Cofina, S.G.P.S., S.A. (Open Capital Company) hereby presents its Director's Report for the year 2014. According to number 6 of article 508 - C of the Commercial Companies Code, the Board of Directors decided to submit a single Board of Directors' Report, fulfilling all legal requirements.
In the media sector, 2014 was characterized by a general decline in sales of circulation and alternative marketing. Advertising revenues were roughly in line with the figures obtained in 2013. Cofina showed the same trend, although with breaks lower than the market.
In terms of market share, the Group continued to maintain the leadership of its main products.
Circulation revenues of the magazines Flash! and TV Guia grew by 9% and 2.9%, respectively, in contrast with its direct competitors, whose sales fell by 1% and 6.3%, respectively.
For 2015, the most likely scenario is a growth of the advertising market investment (also taking into account the expected improvement in private consumption), although it's not possible, however, to foresee the magnitude of this recovery.
The year 2014 was marked, in geopolitical terms, by the strong disputes between Russia and Ukraine of which resulted the annexation of Crimea by the first, which determined the imposition of international sanctions. 2014 was also marked by a strong appreciation of the dollar against most world currencies and by the sharp fall in oil, which threatens to radically change the existing economic power relationship between producer and consumer countries.
In Europe, beyond the impact of the situation in Ukraine, 2014 was a quieter year than the previous years, until near the end of the year. At that time, Greece has emerged again as a source of concern, with the schedule of elections for 2015. The growth was again very low and the economy takes a long time to regain dynamism. The policies pursued by the ECB to lower rates for negative values and gradually enter in a process of placing more liquidity in the markets, have not had economic effects in 2014. Even with low interest rates, with much less valued currency against the dollar and the fall in energy prices, the European economy was almost stagnant. The most indebted countries now have greater access to the market and to lower rates, a situation that led to the consolidation effort by expenditure adjustment started to fall behind.
The European Central Bank reference rate dropped to 0.05% and the rate of daily absorption of liquidity was placed in -0.20%, meaning that banks with excess liquidity on their balance sheets now have to pay to deposit in the ECB.
After a 0.4% fall in 2013, the GDP in the euro area will have increased 0.1% in 2014. However, the unemployment continued to be a major problem.
The Portuguese economy has stabilized its activity in the first three quarters of 2014, a trend that is expected to have continuity in the following quarters, continuing the recovery that began in 2013. The latest figures released by the Bank of Portugal indicate a growth of 0.9% in 2014.
In a year where Portugal has successfully completed the financial and economic assistance program, domestic demand took over the lead role in GDP growth. This domestic demand standardization context resulted in an increase in imports, which has contributed to a negative external demand - a standard pattern of the Portuguese economy
In terms of inflation, Portugal did not stay aside of the negative trend felt in most advanced economies and particularly in the euro zone. Inflation in Portugal ended the year at -0.4% (average inflation of -0.3%), with the fall in oil prices contributing to this fall, which can continue for at least the first months of 2015 when the effect may even intensify.
The predictions for 2015 reflect the continuity of the process of moderate economic recovery and the gradual adjustment of the macroeconomic imbalances, with the Bank of Portugal anticipating a growth of 1.5% for this year.
These projections are in line with the Government (the OECD and EC are more moderate, pointing to 1.3%) and assume a continued growth on exports, as well as an acceleration of investment, along with some deceleration in private consumption - the evolution of domestic demand is expected to remain
constrained by high private sector indebtedness and by the fiscal consolidation process.
After a first quarter with negative growth of 2.9%, much as a result of unusually adverse weather conditions, the US economy grew at a rate that was no longer recorded long ago, with + 4.6% to + 5 % in the second and third quarters respectively. The unemployment rate continued to fall, closing the year at 5.6% and the trade balance continues to improve, which is not surprising given the constant fall in the imported oil values, both in terms of quantity or price.
On the other hand, an important part of the growth in recent years was originated from the shale oil and gas and, as such, the decline in oil prices in international markets could have an impact on GDP.
With regards to monetary policy, there was a gradual reduction of the monthly program of Treasury bonds' purchases, until its extinction in October.
In terms of future predictions, the IMF has lowered by 0.3 percentage points the forecasts for the world economy in 2015 and 2016, to 3.5% and 3.7%, respectively. The institution considers that the depreciation of currencies like euro and yen, and especially the fall in oil prices, are insufficient to offset the legacy of the financial crisis in many countries, thus urging governments and central banks to continue with accommodative monetary policies.
The US has again a positive prediction, with a growth projection of 3.6% in 2015 (compared to 3.1% previously predicted). In the euro zone, the only positive point is Spain, where the growth was also revised upwards (from 1.7% to 2.0%).
(Note: in order to enable a better comparison of the stock fluctuations, the PSI 20 index has been considered as being equal in value to the opening price of the shares.)
In 2014, the national stock exchange index (PSI-20) depreciated approximately 26.8%, compared to the end of 2013. Cofina's shares, despite having devalued 5.8% in the same period, performed, throughout the year, better than the market index.
At the end of 2014, Cofina's shares closed at 0.472 Euro per share, being the corresponding market capitalization of 48 million Euro.
In 2014, Cofina's shares were traded at a maximum price of 0.75 Euro and a minimum price of 0.45 Euro. A total of 92,516,149 shares were traded, equivalent to 90% of the issued capital.
The main events that marked the evolution of Cofina's share price during 2014 can be described as follows:
In the announcement of the Group's performance in the financial year 2013, released on 6 March, Cofina's consolidated net profit was of 4.7 million Euros. Operating revenues decreased by about 5% amounting to 107.7 million Euro and EBITDA (earnings before taxes, interests, depreciation and amortization) amounted to 16.2 million Euro, down by 1.9 % when compared with 2012.
In the announcement made on April 24, Cofina informed the market about the resolutions of the General Shareholders' Meeting, which approved, among others, the proposed distribution of dividends corresponding to 0.01 Euro per share.
On 7 May 2014, the Company informed the market that the dividends for the financial year 2013 would be paid from May 22.
On the same date, in the announcement concerning the presentation of the financial statements for the first quarter of 2014, Cofina SGPS, S.A. presented operating income of 24.1 million Euro, having increased EBITDA by 9.8% compared to the homologous period, while the net profit amounted to 0.9 million Euro;
On July 31, 2014 the Group announced to the market the results of the first half of 2014, having obtained an EBITDA of € 7.1 million Euro and an EBITDA margin of 13.9%. Net profit amounted to 3.2 million Euro and the net debt to 70.6 million Euro.
In the announcement of 28 October 2014, the Group presented the results for the third quarter of 2014. EBITDA amounted to 11 million Euro and net income reached 4.7 million Euro.
Cofina Group's activity is mainly focused in the media and content sector.
The key company in this business area is Cofina Media, S.A. (ex-Cofina Media, S.G.P.S., S.A.), owner of the leading publications in each respective segment. In the Group´s publications portfolio the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the daily economic newspaper "Jornal de Negócios", the free newspapers "Destak" and "Metro" and the weekly newsmagazine "Sábado", as well as other headings, such as "Máxima"; "TV Guia", "Flash!" and "Vogue", should be highlighted.
During the year 2014 a merger process was concluded at the level of the subsidiaries of Cofina: Cofina Media, S.A., Presselivre – Imprensa Livre, S.A., Edisport – Sociedade de Publicações, S.A., Edirevistas – Sociedade Editorial, S.A., Web Works – Desenvolvimento Aplicações Internet, S.A., Cofina Eventos e Comunicação, S.A., Mediafin, S.G.P.S., S.A. and EFE ERRE Participações, S.G.P.S., S.A., having Cofina Media, S.A. incorporated with accounting effects as of January 1, 2014 all operating activities of the other companies, together with all of its assets and liabilities, at their book value.
Still in 2014, the Group acquired the remaining stake in Metro News and Adcommedia corresponding respectively to 41% and 20% of the share capital; and also acquired an additional participation of 5.98% in Destak Brazil.
Thus, Cofina Group's complete structure of participations as of 31 December 2014 is as follows:
According to the data provided by APCT ("Associação Portuguesa para o Controlo de Tiragem e Circulação") for 2014, "Correio da Manhã" is the most sold newspaper in Portugal, with an average of more than 109 thousand copies sold daily. According to the data provided by this certifying entity, "Correio da Manhã" has a market share of 52.8% (regarding the daily paid generic newspapers segment). It should be noted that "Correio da Manhã" has strengthened its leadership, year after year, despite the generalized declines in paid circulation on all titles in its segment.
The data now disclosed by APCT reinforce the leadership position of "Correio da Manhã" in generalist daily titles, more than doubling the second most read newspaper in this segment which had average sales of 52,077 copies.
We should also highlight "Jornal de Negócios", which took the leading position in the digital paid circulation in the economics segment, with an average of 2,755 copies by edition, compared to 2,586 of "Diário Económico".
In the newsmagazines segment, "Sábado" magazine strengthened in 2014 its leading position in newsstand sales with an average of 32,480 copies by edition, compared to 27,444 copies of its main competitor. "Sábado" reinforced its market share in this category (54% in 2014, towards 52% in 2013).
In television magazines, it should be noted the good performance of TV Guia, being the only publication of this segment that recorded a positive evolution in newsstand sales, with an average of 67,062 copies, 2.8% more than in 2013.
"Flash!", in the segment of lifestyle magazines, maintained its upward trend, with a positive percentage variation of 9.2% in newsstand sales, closing the period analysed by APCT with an average of 34,718 copies by edition.
The consolidated financial information of Cofina for the year 2014 was prepared in accordance with the recognition and measurement principles defined by the International Financial Reporting Standards as adopted by the European Union, and may be summarized as follows:
| (amounts in thousand Euro) | 2013 | 2014 | Var (%) 2014/2013 |
|---|---|---|---|
| Consolidated operating Revenue | 107,659 | 106,077 | -1.5% |
| Circulation | 56,559 | 54,422 | -3.8% |
| Advertising | 34,833 | 36,710 | 5.4% |
| Alternative marketing products and others | 16,267 | 14,946 | -8.1% |
| Operating expenses (a) | 91,431 | 89,834 | -1.7% |
| Consolidated EBITDA (b) | 16,228 | 16,243 | 0.1% |
| EBITDA Margin | 15.1% | 15.3% | + 0.2p.p. |
| Amortisation and depreciation (-) | 3,873 | 2,927 | -24.4% |
| EBIT | 12,355 | 13,316 | 7.8% |
| EBIT Margin | 11.5% | 12.6% | + 1.1 p.p. |
| Net financial income / (loss) | (3,263) | (3,424) | 4.9% |
| Income before taxes and minority interests | 9,092 | 9,892 | 8.8% |
| Income taxes (-) | 4,290 | 3,644 | -15.1% |
| Minority Interests (-) | 121 | 74 | -38.8% |
| Net consolidated profit / (loss) (c) | 4,681 | 6,174 | 31.9% |
(a) Operating ex penses ex cluding amortisation
(b) EBITDA = Earnings before interest, tax es, depreciation and amortisation
(c) Net Profit/ (Loss) attributable to the parent company shareholders
2014 was characterized by a decrease in total revenue (-1.5%), driven primarily by the performance of circulation revenue (-3.8%). During this period, advertising revenue grew 5.4%. This growth of advertising is related with Soccer World Cup held in June 2014.
EBITDA recorded in this period was about 16.2 million Euro, similar to the one presented last year. EBITDA margin reached 15.3%, resulting in a reinforcement of 0.2 percentage points.
The reduction in amortization (resulting from the termination of printing equipment depreciation period) led the operating result (EBIT) to an increase of 8%, reaching 13.3 million Euro.
The consolidated net profit reached 6.2 million Euro, resulting in an increase of 32%.
As of 31 December 2014, the nominal net debt of Cofina was 65.6 million Euro, which represents a decrease of 7.7 million Euro in relation to the previous year.
I. Management Report
Some indicators of the main business segments are presented below:
| 2013 | 2014 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 2014/2013 | ||
| Operating revenue | 84,087 | 84,574 | 0.6% |
| Circulation | 43,975 | 42,421 | -3.5% |
| Advertising | 28,060 | 29,618 | 5.6% |
| Alternative marketing products and others | 12,052 | 12,535 | 4.0% |
| Operating expenses (a) | 67,752 | 69,144 | 2.1% |
| EBITDA (b) | 16,335 | 15,430 | -5.5% |
| EBITDA Margin | 19.4% | 18.2% | -0.8 p.p. |
(a) Operating ex penses ex cluding amortisation
(b) EBITDA = Earnings before interest, tax es, amortisation and depreciation
In 2014 Cofina's newspapers' segment recorded total revenues of 84.6 million Euro, an increase of 0.6% over last year. Revenues from circulation fell 3.5%, to 42.4 million Euro.
Advertising revenues grew 5.6% reaching approximately 29.6 million Euro. Revenues associated with alternative marketing products grew 4% to 12.5 million Euro.
Thus, the newspapers' segment EBITDA amounted to 15.4 million Euro, a decrease of 6% in comparison with the previous year. EBITDA margin reached 18.2%.
During the period under analysis, the newspapers' segment includes the results of the television channel "Correio da Manhã TV". The channel had a very positive performance reaching, in 2015, an average market share in MEO platform of 3.5%. In financial terms, "Correio da Manhã TV" had a negative impact in the segment's EBITDA of less than a million Euro.
| (amounts in thousand Euro) | 2013 | 2014 | Var (%) 2014/2013 |
|---|---|---|---|
| Operating revenue | 21,559 | 21,503 | -0.3% |
| Circulation | 12,584 | 12,001 | -4.6% |
| Advertising | 6,773 | 7,092 | 4.7% |
| Alternative marketing products and others | 2,202 | 2,410 | 9.4% |
| Operating expenses (a) | 21,666 | 20,690 | -4.5% |
| EBITDA (b) | -107 | 813 | - |
| EBITDA Margin | -0.5% | 3.8% | - |
(a) Operating ex penses ex cluding amortisation
(b) EBITDA = Earnings before interest, tax es, amortisation and depreciation
In 2014, total turnover of this segment reached approximately 21.5 million Euro, thus reflecting a decrease of 0.3% in relation to 2013.
Circulation revenue fell 4.6% to 12 million Euro, while advertising grew 5%. Revenue associated with alternative marketing products raised 9%.
The magazines segment's EBITDA recorded in 2014 amounted to 813 thousand Euro.
During 2014, the non-executive directors of the Company have developed regularly and effectively their functions which consist in monitoring and evaluating the activities of the executive directors.
Among others, during 2014, the non-executive directors regularly and actively attended the Board of Directors meetings, discussing the matters under consideration and expressing their respective opinions on the Group's strategic guidelines. Whenever necessary, they maintained a close contact with the financial and operational key staff of the Group companies. In the year 2014, and during the Board of Directors' meetings, the executive members provided all the information required by the remaining members of the Board of Directors.
The year 2015 should be characterized by a slight improvement in the macroeconomic conditions, which may reflect positively on private consumption.
Therefore, in terms of advertising investment, despite an emphasis in the trend of allocation of budgets for non-traditional media platforms, 2015 may be characterized by a slight recovery of revenues from advertising. On the other hand, a maintenance, or eventually a slight increase, in the audience ratings of the main publications held by Cofina should be expected.
Cofina will continue to deepen measures to increase operating efficiency, such as strict control of operating costs in order to preserve its profitability levels.
Cofina, S.G.P.S., S.A., as holding company of the Group, has recorded in its individual financial statements, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, a net profit of 5,167,564.86 Euro, for which, in accordance with the applicable legislation and the Company's articles of association, the Board of Directors proposes to the Shareholders General Meeting the following application:
| Free reserves | 3,116,248.14 |
|---|---|
| Dividend distribution | 2,051,316.72 |
| ------------------- 5,167,564.86 =========== |
Cofina, SGPS, S.A. ("Company" or "Cofina") share capital amounts 25,641,459.00, fully subscribed and paid is made up of 102,565,836 ordinary, registered and bearer shares without nominal value.
Of the total issued voting rights, 76.92% are, as far as the Company is aware, attributed to the holders of qualifying holdings listed in II.7.
All the shares representing the share capital are traded on the regulated market NYSE Euronext Lisbon.
Cofina's shares have no restrictions on their transfer or on their ownership since there are no shareholders owning special rights. Therefore, Cofina's shares are freely transferable in accordance with applicable legal standards.
Cofina does not hold any own shares, with reference to December 31, 2014.
There are no significant agreements concluded by Cofina including any clauses of control change (including after a takeover bid), that is, which come into effect, be amended or terminated in such circumstances. Also, there are no specific conditions that limit the exercise of voting rights by shareholders of the Company or other matters that may interfere with the success of takeover bids.
Some financing agreements contain standard clauses of early repayment in the event of change of shareholder control of subsidiaries (and not of the Company). The Company believes that its disclosure would be harmful to her, while not adding any benefit to shareholders and considers that these ownership clauses, common in this type of contract, do not have a view to the adoption of any guarantee or shielding measures in cases of change of control or change in management body composition.
5. System that is subject to the renewal or withdrawal of countermeasures, particularly those that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders
Cofina didn't adopt any countermeasures.
It is unknown the existence of any shareholders' agreements involving the Company.
As of 31 December 2014 pursuant to the requirements of articles 16 and 20 of the Securities Code ("Código de Valores Mobiliários") and article 448 of the Portuguese Companies Act, the Company informs that, in accordance with the notifications received, the companies and/or individuals that hold qualifying holdings exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:
| No of shares held as of | % share capital with | |
|---|---|---|
| Santander Asset Management | 31-Dez-2014 | voting rights |
| Through Santander Acções Portugal Fund | 2,069,459 | 2.02% |
| Through Santander PPA Fund | 107,964 | 0.11% |
| Total attributable | 2,177,423 | 2.12% |
| No of shares held as of | % share capital with | ||
|---|---|---|---|
| Millennium BCP Gestão de Activos - Sociedade Gestora de Fundos de Investimento, S.A. | 31-Dez-2014 | voting rights | |
| Through Millennium Ações Portugal Fund | 2,073,961 | 2.02% | |
| Through Millennium PPA Fund | 212,148 | 0.21% | |
| Total attributable | 2,286,109 | 2.23% | |
| No of shares held as of | % share capital with | ||
| Credit Suisse Group AG | 31-Dez-2014 | voting rights | |
| Directly | 5,039,060 | 4.91% | |
| Total attributable | 5,039,060 | 4.91% | |
| No of shares held as of | % share capital with | ||
| Pedro Miguel Matos Borges de Oliveira | 31-Dez-2014 | voting rights | |
| Directly | 7,719,360 | 7.53% | |
| Total attributable | 7,719,360 | 7.53% | |
| No of shares held as of | % share capital with | ||
| Domingos José Vieira de Matos | 31-Dez-2014 | voting rights | |
| Through Livrefluxo - SGPS, S.A. (of which he is dominant shareholder and director) | 12,395,257 | 12.09% | |
| Total attributable | 12,395,257 | 12.09% | |
| No of shares held as of | % share capital with | ||
| Paulo Jorge dos Santos Fernandes | 31-Dez-2014 | voting rights | |
| Through Actium Capital - SGPS, S.A. (of which he is dominant shareholder and director) | 13,386,332 | 13.05% | |
| Total attributable | 13,386,332 | 13.05% | |
| No of shares held as of | % share capital with | ||
| João Manuel Matos Borges de Oliveira | 31-Dez-2014 | voting rights | |
| Through INDAZ, S.A. (of which he is director) | 15,400,000 15,400,000 |
15.01% 15.01% |
|
| Total attributable | |||
| No of shares held as of | % share capital with | ||
| Ana Rebelo Carvalho Menéres de Mendonça | 31-Dez-2014 | voting rights | |
| Through PROMENDO - SGPS, S.A. (of which she is dominant shareholder and director) | 20,488,760 | 19.98% | |
| Total attributable | 20,488,760 | 19.98% | |
Cofina was not informed of any participation exceeding 20% of the voting rights.
The shares and bonds held by members of management and supervisory boards in the Company and in companies in a control or group relationship with the Company, directly or through related persons, are disclosed in the appendices to the Management Report as required by Article 447 of the Companies Code (CSC) and number 7 of Article 14 of Regulation 5/2008 of the Portuguese Securities Market Commission (CMVM).
The Company's articles of association assign to the Board of Directors wide powers for the management and representation of the Company and to carry out all operations related to its corporate purposes.
By resolution of the Shareholders General Meeting held on April 24, 2014, the power to increase the share capital on one or more occasions up to the limit of 51,282,918 Euro by new cash contributions was conferred to the Board of Directors, since this deliberation is approved by the favourable vote of all its members and after obtaining the prior opinion of the Company's supervisory board.
This power granted to the Board of Directors shall run for the same period as the current mandate of the governing bodies (2014/2016), so shall expire at the end of 2016.
In the year 2014 no significant business or commercial transactions between the Company and the qualified shareholders notified to the Company occurred, except for those that, being part of the normal activity were performed under normal market conditions for similar transactions. It should be noted, however, that the amounts involved are not material.
As of December 31, 2014, the Presiding Board of the General Meeting was composed of the following members:
Chairman: José Francisco Pais da Costa Leite Secretary: Cláudia Alexandra Gonçalves dos Santos Dias
The mandate began in 2014 and will have its term in 2016.
The share capital of the Company is fully represented by a single class of shares, corresponding to each share one vote, with no statutory limitations on the number of votes that may be held or exercised by any shareholder.
The Company has not issued preferred shares without voting rights.
The participation of shareholders at the General Meeting is dependent, under the law, upon proof of ownership of the shares by reference to the "Record Date".
Individual shareholders with voting rights and companies who are shareholders of the Company may be represented by the person designated for that purpose. The representation should be communicated to the Chairman of the General Meeting, in writing, until the end of the third working day prior to the day scheduled for the meeting.
A shareholder may appoint different representatives for the shares owned in different securities accounts, without prejudice to the principle of unity of vote and of vote in different directions allowed to shareholders acting as professionals.
Shareholders can exercise voting rights via postal voting on all matters subject to the General Meeting which may be exercised by written declaration, together with the identification of the shareholder and his signature duly recognized, as required by law. According to the articles of association, the declaration of intention to cast postal votes and the supporting document proving the quality of shareholder must be delivered in the Company's headquarters, until the end of the third working day prior to the day scheduled for the meeting, with identification of the sender, addressed to the Chairman of the General Shareholders' Meeting. The possibility to exercise voting rights by electronic means is not provided. In that regard, the Company has not yet triggered the mechanisms required for its implementation since this modality was never requested by any shareholder and considering that this circumstance does not constitute any constraint or restriction on the exercise of voting rights by shareholders.
The Company discloses, within the legal time limits, and in all places requested by law, in Portuguese and English, the notice of General Meetings, which contains information on how to enable the shareholders to participate and exercise the right to vote and on procedures to be followed for voting by correspondence or designated representatives. The Company discloses yet, as required by law, the resolution proposals, preparatory information required by law and the minutes of letter of representation and voting forms for voting by correspondence, all to ensure, promote and encourage shareholder participation, by them or representatives designated by them, in the General Meetings.
There is no limitation on the number of votes that can be held or exercised by a single shareholder or group of
shareholders.
According to the articles of association of the Company, the corporate decisions are taken by majority vote, whatever the percentage of share capital represented at the meeting, except where required by law a different majority.
In a second call, the Shareholders General Meeting may decide independently of the number of shareholders present and the capital they represent.
The deliberative quorum of the General Meeting is in accordance with the Portuguese Companies Act (CSC).
Cofina adopts the model of government called monist, which includes a management structure centralized in a Board of Directors and a supervising structure centralized in the Supervisory Board and in the Statutory Auditor.
The Board of Directors is thus the board responsible for management of the Company's business in achieving its social object.
The Members of the Board of Directors of the Company are appointed by the Shareholders' General Meeting for a three years mandate and may be re-elected once or more.
The Board is composed of three to nine members, shareholders or not, elected by the Shareholders' General Meeting.
At the General Shareholders' Meeting elections, one, two or three Directors shall be elected individually among the candidates proposed on the lists endorsed by groups of shareholders, depending on whether the total number of Directors is three or four, five or six, seven or more than seven, provided that none of the said groups own shares representing over 20 % (twenty per cent) or less than 10 % (ten per cent) of the share capital. Each of the referred lists shall propose at least 2 (two) candidates eligible for each one of the available posts, one of them being nominated as substitute. No shareholder may endorse more than 1 (one) of the mentioned lists. Existing more than one list, the voting will focus over the all set of them.
The General Shareholders' Meeting may not proceed to the election of any further Directors until one, two or three have been elected, as per the dispositions above, unless the above mentioned lists have not been presented. In the case of there being no elected Director, his/her respective substitute shall be called. In the case of there being no substitute, a new election shall be called, in which the above dispositions shall be applied with the necessary adaptations.
The Board of Directors is currently made up of 6 members who are responsible for carrying out all the management functions to implement the operations inherent to its corporate goals, acting in the best interests of the Company, its shareholders and other stakeholders. On December 31, 2014 this corporate board was composed of the following members:
All Board of Director's members were appointed by the Shareholder's General Meeting held in April, 24, 2014 for the period 2014/2016.
| NAME | FIRST APPOINTEMENT |
END OF MANDATE |
|---|---|---|
| Paulo Jorge dos Santos Fernandes | 1990 | 31 December 2016 |
| João Manuel Matos Borges de Oliveira | 1990 | 31 December 2016 |
| Domingos José Vieira de Matos | 1990 | 31 December 2016 |
| Pedro Macedo Pinto de Mendonça | 1990 | 31 December 2016 |
| Pedro Miguel Matos Borges de Oliveira | May 2009 | 31 December 2016 |
| Ana Rebelo Carvalho Menéres Mendonça | May 2009 | 31 December 2016 |
18. Distinction to be drawn between executive and non-executive directors and, as regards nonexecutive members, details of members that may be considered independent
As of December 31, 2014, the Board of Directors included four non executive members: Domingos José Vieira de Matos, Pedro Macedo Pinto de Mendonça, Pedro Miguel Matos Borges de Oliveira and Ana Rebelo Carvalho Menéres Mendonça.
The Board Directors does not include any member that satisfies the standard of independence referred in recommendation II.1.7 of Corporate Governance Code issued by the Portuguese Securities Regulator (CMVM) since the non-executive director Pedro Mendonça is father of Ana Rebelo Carvalho Mendonça, holder of a qualifying holding and the remaining two non-executive directors are holders of qualifying holdings in the Company's share capital.
To allow to the non-executive directors an independent and informed decision, the Company has the following mechanisms:
Given the corporate model adopted and the composition and mode of operation of its governing boards, including the independence of the supervisory boards, without, delegation of powers among them, the Group considers that the designation of independent directors to the Board would not yield significant improvements for the proper functioning of the corporate governance model, which has revealed itself proper and efficient.
The Director's report includes in its chapter "Activity developed by the non-executive members of the Board," a description of the activity of the non-executive Directors during 2014.
The qualifications, experience and positions held in other Companies by the members of the Board of Directors are presented in Appendix I.
The director Domingos José Vieira de Matos is a director and dominant shareholder of LIVREFLUXO - SGPS, S.A., which owns 12.09 % in the share capital of Cofina, SGPS, S.A..
The director Paulo Jorge dos Santos Fernandes is a director and dominant shareholder of ACTIUM CAPITAL – SGPS, S.A., which owns 13.05 % in the share capital of Cofina, SGPS, S.A.
The director João Manuel Matos Borges de Oliveira is director of INDAZ, S.A., which owns 15.01 % of the share capital of Cofina, SGPS, S.A.. Additionally, that director is brother of the non-executive director Pedro Miguel Matos Borges de Oliveira who, by its turn, owns 7.53% of the share capital of Cofina, SGPS, S.A..
The company Promendo SGPS, S.A., owner of 19.98 % of share capital of Cofina, SGPS, S.A. has as director and dominant shareholder Ana Rebelo de Carvalho Menéres Mendonça, non-executive director of Cofina and daughter of the non-executive director Pedro Macedo Pinto Mendonça.
21. Organisational charts or flowcharts concerning the allocation of powers between the various corporate boards, committees and/or departments within the company, including information on delegating powers, particularly as regards the delegation of the company's daily management
The Board of Directors develops its functions of management and coordination of the Group companies on a collective basis and is currently made up of a president and five members, four of them being non-executive.
The Board of Directors has been exercising its activity in constant dialogue with the Supervisory Board and the Statutory Auditor, providing the requested assistance with transparency and rigor, complying their regulations and best practices of corporate governance.
There is no limit to the maximum number of positions that the Board members can accumulate as directors of other companies. The members of Cofina's Board of Directors are, in most cases, part of the management of the most significant group companies, so as to enable their activities to be more closely monitored.
The Board of Directors believes that due to its organizational structure, the only essential specialized commission taking into account its size and complexity, is the Remuneration Committee, as explained in paragraph 27 below.
The Remuneration Committee is the body responsible for performance evaluation and approving the remuneration of Board members and other corporate bodies, in compliance with the remuneration policy of the Company, approved by shareholders in General Meetings.
Cofina's Corporate Finance department, given its integrated and cross-sectional view at the level of all companies in the group, is responsible, on the one hand, for the definition of financial management strategies and policies and, second, to secure interface capital markets, debt and banking. Cofina's Corporate Finance will also develop mechanisms necessary to implement the outlined financial management strategies and policies.
The planning and management control area provides support in the implementation of corporate strategies and / or business, followed by the group. This area prepares and analyses the management information at the level of all companies in the group, as well as the consolidated level, monthly, quarterly, semi-annual and annual monitoring deviations from the budget and proposes the necessary corrective measures. Also bears responsibility for building business plans, integrating multidisciplinary work teams created for this purpose, activities that develops along with the ongoing development and technical studies and benchmark existing
businesses in order to monitor the performance of Cofina having regard to its strategic position.
The legal area provides legal support in all areas of group activity, monitoring and ensuring, on the one hand, the legality of the activities, and ensuring, on the other, relations with Euronext Lisbon, with the CMVM and the shareholders when that in question are legal matters. This area is also responsible for monitoring the corporate governance policy with a view to achieving best practice in this area. This area will also have the responsibility for drawing and / or analyse of contracts that maximize safety and reduce legal risks and potential costs, the management of issues relating to intellectual and industrial property used by the group, such as patents and trademarks, logos, domains and copyright, still exercising the corporate secretarial functions on a permanent monitoring of legal compliance, supporting the Board of Directors to implement their strategies.
The area of investor relations establishes the relationship between the group and the financial community, permanently disseminating relevant and updated information on the same activity. This area is also responsible for assisting the Board of Directors in providing updated information on the capital market as well as aid for the management of institutional relations of Cofina, establishing permanent contact with institutional investors, shareholders and analysts and representing the group in associations , forums and events (national or international).
In addition, the operating companies of Cofina have their own management bodies of control that exercise their activity at all levels of the subsidiary companies and prepare monthly reports periodically reported to the respective Boards of Directors.
The distribution of functions between the various members of the Board of Directors is carried out as follows:
| Paulo Fernandes | Chairman |
|---|---|
| João Borges de Oliveira | Chief Financial Officer |
| Pedro Mendonça | Non-executive member |
| Domingos Matos | Non-executive member |
| Pedro Borges de Oliveira | Non-executive member |
| Ana Rebelo Mendonça | Non-executive member |
Generically, Cofina directors focus their activities in managing the Group holdings and defining its strategic development guidelines. The strategic decisions are adopted by the Board including all its members, executives and non-executives, in the normal accomplishment of their duties.
The daily management of each subsidiary is a responsibility of its Board of Directors, which includes some of Cofina's directors but also some other members with defined functions.
Thus, taking into consideration the activities developed by the Board Members, both in Cofina and in the several subsidiaries, the functional organizational chart can be presented as follows:
The Board of Directors approved its regulation which is available on the website of Cofina (www.cofina.pt) (tab "About Cofina", section "Governance").
The Company's Articles of Association provide that the Board of Directors shall meet whenever convened by its chairman, on his own initiative or at the request of any other director and at least once a month.
During 2014, the Board of Directors met twelve times and assiduity corresponded in seven meetings, to 100% and in five meetings only the director Pedro Macedo Pinto de Mendonça was missing, which presented, for all meetings, justification for absence, and it was considered acceptable.
The meetings of the Board are scheduled and prepared in advance, and timely documentation relating to the matters contained in its agenda is provided, to ensure all members of the Board the conditions for the informed exercise of their functions. Similarly, minutes of meetings, once approved, and the respective notices of meeting are forwarded to the President of the Supervisory Board.
The performance assessment of executive directors belongs to the Remuneration Committee and is based on the functions performed by them in Cofina and in its subsidiaries, in compliance with the remuneration policy of the Company, approved by shareholders in General Meetings.
The assessment is based on the functions performed by members representing the Board of Directors and other corporate bodies in Cofina, considering the responsibilities assumed by each of these members, the added value of each and the accumulated knowledge and experience on the job.
The remuneration of executive members of the Board of Directors includes a variable component of medium term (which will be calculated over the period of two mandates 2011 to 2013 and 2014-2016) computed based on total shareholders' return (share appreciation plus paid dividends), on the sum of net profit for that period (2011 to 2016) and on the evolution in the Company's business.
The professional activity of the current members of Cofina's Board of Directors, with reference to other companies where they have directors' functions and other relevant activities undertaken are presented in Appendix I.
It should be noted that the members of the Board of Directors showed their total commitment and availability in the exercise of their functions being present and participating in almost 100% of all meetings of the Board.
The Board of Directors believes that the only committee required to meet the essential needs of the Company, considering its size, is the Remuneration Committee.
Cofina has set a Remuneration Committee for the period 2014/2016, which composition is as follows:
João da Silva Natária – President José Francisco Pais da Costa Leite – Member Pedro Nuno Fernandes de Sá Pessanha da Costa – Member
The Remuneration Committee has a valid operating regulation for the current term, approved at a meeting of that committee held on December 2014, which is available for consultation on the Company's website (www.cofina.pt) (tab "About Cofina", "Governance" section).
Cofina, considering its organizational structure, and the small size of the Board of Directors, composed by six members, considers unnecessary a formal appointment of an Executive Committee on the Board of Directors.
Nevertheless, as stated in paragraph 18 of this report, two members of the Board of Directors perform executive functions, observing the following:
(i) notices of meetings of the Board of Directors sent to all directors include the agenda, even tentatively, of
the meeting, and are accompanied by all the relevant information and documentation;
(ii) availability of executive directors for the provision to non-executive directors, of any additional information which they consider relevant or necessary, and to carry out further studies and analyses in relation to all matters which are the subject of deliberation or that, are under review in some way, in the Company;
(iii) the non – executive directors have wide powers to obtain information on any aspect of the Company, to examine its books, records, documents and other historic facts of the Company's operations. They can request relevant information directly to the directors and to the financial and operating senior staff of all group companies, without requiring any intervention of the executive directors in this process.
Thus, the Company considers that the necessary conditions for decisions on strategic matters are guaranteed, taken by the Board of Directors as a body composed of all of its members, executive and non-executive, in the normal performance of their duties, enlightened and informed way, totally focused on creating value for shareholders.
However, the Board has regularly reflected on the adequacy of its organizational structure, always concluding that its structure is aligned with the best corporate governance practices, which has materialized in a positive performance.
As mentioned in the paragraphs 27 and 28, the Board of Directors believes that the only specialized committee indispensable to satisfy the needs of the Company, considering its dimension, is the Remuneration Committee.
According to the Articles of Association, the Remuneration Committee is the corporate body responsible for performance evaluation and approving the remuneration of Board members and other corporate bodies, in compliance with the remuneration policy of the Company, approved by shareholders in General Meetings.
The performance assessment of executive directors belongs to the Remuneration Committee and is based on the functions performed by them in Cofina and in the Group as well as the responsibility and the added value by each one of the directors and the accumulated experience and knowledge on their functions.
a) Composition
The Supervisory Board and Statutory Auditory are the supervision boards of the Company.
31. Composition of the Supervisory Board with details of the articles of association's minimum and maximum number of members, duration of term of office, number of effective members, date of first appointment, date of end of the term of office for each member
The Supervisory Board is appointed by the Shareholders' General Meeting, for a three years mandate,
composed of three members and one or two substitutes, responsible for the supervision of the company and the appointment of the Statutory Auditor. In December 31, 2014, the Supervisory Board was composed by the following members:
Pedro Nuno Fernandes de Sá Pessanha da Costa – President André Seabra Ferreira Pinto – Member José Guilherme Barros Silva – Member Luis Filipe Alves Baldaque de Marinho Fernandes – Substitute
The Supervisory Board members were appointed for the first time in April 2014.
As a collective board, the assessment of independence of the Supervisory Board is made to all those who compose it, given the application of the number 6 of Article 414 of the Portuguese Companies Act, considering independence in accordance with the definition that is given by number 5 of article 414 and incompatibility according to definition of the number 1 of article 414-A, both of the Portuguese Companies Act. All members that compose the Supervisory Board comply with the rules of incompatibility and independence identified above.
As regards the skills to exercise these functions, all members have appropriate skills to fulfil their duties and the chairman is adequately supported by the other members of the Supervisory Board. Appendix I presents the qualifications and professional activities of the members of the Supervisory Board.
The Supervisory Board regulations are available on the website of Cofina (www.cofina.pt) (tab "About Cofina", section "Governance").
During 2014 the Supervisory Board of the Company met 4 times, with the presence of all its members, and the corresponding minutes are recorded in the minutes' book of the Supervisory Board.
The members of the Supervisory Board showed availability in the exercise of their duties attending and participating in all meetings of the Board. The information regarding other undertaken positions, qualifications
and professional experience of the Supervisory Board members are detailed in Appendix I.
The Supervisory Board analyses and approves the nature of other additional services to be performed by the External Auditor, evaluating if the independence is ensured.
The Supervisory Board, exercising its functions, carries out an annual evaluation of independence of the External Auditor, particularly regarding non-audit services. Additionally, the Supervisory Board receives, annually, the declaration of independence of the External Auditor where the services rendered by it and by other entities of the same network, their fees, possible threats to their independence and safeguard measures are described. All the potentials threats to the independence of the External Auditor are evaluated and discussed with him as well as the respective safeguard measures.
The Board of Directors, at the request of the projects assigned to the group companies' auditors, ensures, before its adjudication, that no services are contracted to them or to their network that, in accordance with the recommendation of the European Commission no. C (2002) 1873 of 16 May, would threaten their independence.
The supervision of the Company is assigned to the Supervisory Board, as provided by article no. 420 of the Portuguese Companies Act.
The Supervisory Board also represents the Company regarding the External Auditor and Statutory Auditor and is responsible for proposing the provider for these services, their remuneration and to ensure that they are guaranteed, within the group, suitable conditions for them to provide their services. The Supervisory Board is the first recipient of the reports issued by the External Auditor as well as the group's representative in the relationship with that entity.
The Supervisory Board is responsible for preparing an annual report on its activity and for giving an opinion on the annual report and proposals presented by the Board of Directors as well as monitor the effectiveness of risk management and internal control.
The Board of Directors, together with the Supervisory Board, regularly reviews and oversees the preparation and disclosure of financial information in order to prevent access, improper and untimely of third parties to relevant information.
Additionally, the Supervisory Board issues an opinion on transactions between the directors of Cofina and the company or between Cofina and companies in a group or domain relationship with the one in which the interested part is director, regardless of the amount, under article 397 of Portuguese Companies Act. The External Auditor, within the annual audit, analyses the functioning of the internal control mechanisms and reports deficiencies identified; verifies that the key elements of internal control systems and risk management
implemented in the company in relation to the process of financial reporting are presented and disclosed in the annual Corporate Governance Report and issues a legal certification of accounts and audit report, which certifies whether that report disclosed about the structure and practices of corporate governance includes the elements referred to in Article 245 -A of Securities Code.
During 2014, the Statutory Auditor monitored the development of company's activity and carried out the tests and inspections deemed necessary to the review and legal certification of the accounts, in interaction with the Supervisory Board and with full cooperation of the Board of Directors.
In addition, the Statutory Auditor pronounced itself on the work it developed in 2014 in its annual audit report subject to the assessment of the Shareholders' Annual General Meeting.
The Statutory Auditor of the Company for the period 2014/2016 is Deloitte & Associados, SROC S.A., represented by António Manuel Martins Amaral or Miguel Nuno Machado Canavarro Fontes.
Deloitte & Associados, SROC, S.A., is responsible for the functions of the Statutory Auditor since 2002 and was re-elected for another mandate on the proposal of the Supervisory Board in the General Meeting held on April 24, 2014.
The proposal submitted by the Supervisory Board for the election of Deloitte & Associados, SROC, SA for a new mandate was supported by a previous study in which we considered the auditor's independence and the advantages and disadvantages of maintaining and presented such a proposal based on the conviction that the quality of the work done by Deloitte & Associados, SROC, SA and experience in the sector where Altri acts, overlap the possible drawbacks in maintenance. It was surely conviction of that board that maintaining Deloitte & Associados, SROC, SA in functions would not endanger the integrity and the independence with which those functions would be performed in the Company.
The Statutory Auditor is simultaneously the External Auditor of the company as detailed in sections below.
42. Details of the external auditor appointed in accordance with Article 8 and the partner that represents same in carrying out these duties, and the respective registration number at the CMVM
The External Auditor of the company is Deloitte & Associados, SROC, S.A. appointed in accordance with article 8 of CVM, registered under the number 231 in the Portuguese Securities Regulator (CMVM), represented by Miguel Nuno Machado Canavarro Fontes.
The External Auditor was elected for the first time in 2002 and the partner that represents it is in duty since 2014.
The policy adopted by the Supervisory Board on this matter, has been to previously to proposals for the election of the External Auditor for a new term, carry out a thorough evaluation of the advantages and drawbacks of the maintenance functions of that auditor, and not just adopt the principle of rotation at the end of three terms, if from that evaluation results the conviction that staying in office beyond that period, does not endanger the required and necessary independence of the said Auditor.
The Supervisory Board, in the fulfilment of its functions, annually assesses the External Auditor independence-Additionally, the Supervisory Board promotes whenever necessary or appropriate in light of developments in the Company's business or the evolution of the market, a reflection on the adequacy of the External Auditor to carry out its duties.
Other services rendered by the External Auditor in 2014 included, essentially, monitoring services on tax litigation processes, as well as review and monitoring of the merger process which occurred in 2014 within the Group.
The other services are provided by different teams of those involved in the audit process, so it enhances auditor's independence.
The Supervisory Board has reviewed and approved the scope of those services and concluded that they did not threaten the independence of the External Auditor. In this particular aspect, the hiring of Deloitte & Associados, SROC, S.A. proved to be the most appropriate due to its solid experience and expertise in the field of taxation and fiscal incentives. Moreover, the intervention of Deloitte & Associados, SROC, S.A. is often combined with technicians and experts independent from its network, namely consultants.
In 2014, the fees charged by Deloitte & Associados, SROC, S.A. to Cofina's Group represented less than 1% of the total annual turnover of Deloitte & Associados, SROC, S.A. in Portugal. The quality system of the External Auditor controls and monitors the potential risk of loss of independence or conflicts of interest with Cofina.
ANNUAL REPORT 2014 II. Corporate Governance Report
47. Details of the annual remuneration paid by the company and/or legal entities in a control or group relationship to the auditor and other natural or legal persons pertaining to the same network and the percentage breakdown relating to the following services:
| By the Company | 2014 | % | 2013 | % |
|---|---|---|---|---|
| Audit and statutory audit services (€) | 12,300 | 4.56% | 4,000 | 2.13% |
| Other attest services (€) | - | 0.00% | - | 0.00% |
| Tax consulting services (€) | 43,000 | 15.95% | 14,500 | 7.73% |
| Other services (€) | - | 0.00% | - | 0.00% |
| By group companies | ||||
| Audit and statutory audit services (€) | 147,700 | 54.78% | 169,000 | 90.13% |
| Other attest services (€) | 66,600 | 24.70% | - | 0.00% |
| Tax consulting services (€) | - | 0.00% | - | 0.00% |
| Other services (€) | - | 0.00% | - | 0.00% |
| Total | ||||
| Audit and statutory audit services (€) | 160,000 | 59.35% | 173,000 | 92.27% |
| Other attest services (€) | 66,600 | 24.70% | - | 0.00% |
| Audit services subtotal | 226,600 | 84.05% | 173,000 | 92.27% |
| Tax consulting services (€) | 43,000 | 15.95% | 14,500 | 7.73% |
| Other services (€) | ‐ | 0.00% | ‐ | 0.00% |
| 269,600 | 100.00% | 187,500 | 100.00% |
The amendments to the articles of association follow the applicable legal terms, including the Portuguese Companies Act, which require a two-thirds majority of votes for the adoption of such resolution.
In Cofina, and as a result of the applicable legal dispositions, any reports of irregularities that consubstantiate violations of ethical or legal nature with significant impact in the fields of accounting, the fight against corruption and the financial and banking crime, must be addressed to the Supervisory Board.
Irregularities in relation to matters other than those mentioned above should be addressed to the Board of Directors.
Considering the proximity of the members of the Board of Directors to the activities of the several Group
companies and the respective employees, Cofina considers that such proximity allows that, whenever irregularities are detected, the Board of Directors is promptly informed, which ensures the implementation of procedures which handle in an effective and fair way the eventual irregularities that are detected.
Regarding the competences in the evaluation of ethical issues and the corporate governance structure, such functions are performed directly by the Board of Directors, which maintains a constant debate over this matter.
Risk management, as a key issue of the principles of good corporate governance is an area considered critical in Cofina, which promotes permanent awareness of all employees, at all levels of the organization, putting in them such responsibility in all processes of decision-making.
Cofina has no autonomous internal audit services and compliance. Risk management is ensured by the several Cofina's operating units based on a preliminary identification and prioritization of critical risks, by developing risk management strategies in order to implement control procedures considered appropriate to reduce the risk to an acceptable level.
Cofina has been monitoring the appropriation of this risk management model that has proved to be entirely appropriate given the organizational structure of the Company.
The Supervisory Board is responsible for supervise action taken related to the evaluation of the operation of risk management mechanisms. It is therefore responsibility of this corporate body the supervision of the actions carried out by the Company in these matters.
The External Auditor, in the exercise of its functions, checks the adequacy of mechanisms and procedures involved ensuring the reporting of its conclusions to the Supervisory Board.
The Board of Directors is responsible for monitoring these mechanisms and procedures.
The Board of Directors is the body responsible for setting the overall strategic guidelines of the group, and is duly supported by the subsidiary management teams, ensuring not only the continuous monitoring, and the reporting to the Board of Directors of Cofina, of their situations detected, to ensure continuous and effective risk controls.
Risk management is ensured by various Cofina's operating units. The methodology of risk management includes several steps:
The Board of Directors decides the level of exposure assumed by the group in its various activities and, without prejudice, the delegation of tasks and responsibilities, sets overall limits of risk and ensures that policies and procedures for risk management are followed.
In the monitoring of the risk management process the Board of Directors as a board responsible for Cofina's strategy, has the following objectives and responsibilities:
The subsidiaries manage their own risks, within the established criteria and delegations set by the board of Directors.
The Board of Directors considers that the Group is exposed to the normal risks associated with its operations, namely in its operating units. Therefore, the main risks considered by the Group are:
Like every activity involving a commercial component, credit risk is one key factor that is considered by the Board of Directors on operating units. This risk is firstly monitored and controlled through a system for collecting financial and qualitative information, provided by entities that provide credible risk information, which allows customers to evaluate the feasibility of the fulfilment of their obligations, in order to minimize the risk associated with granting credit. Credit risk evaluation is done on a regular basis, by analysing the current economic environment conditions, in particular the credit situation of each company and, when necessary, adopting the corrective measures.
The Group's exposure to credit risk is mainly attributable to the accounts receivable resulting from the Group's operating activity, which is mitigated by the financial discounts policy regarding advanced payments or prompt
payments in cash. This risk is monitored on a regular basis by each of the Group companies, which intend to: - Limit the credit granted to customers, considering their profile and the ageing of receivables;
Considering the Group's debt, possible variations on the interest rate may have an unwanted impact on the results. Therefore, the Group adopts a balanced position between the cost of the debt and its exposure to the interest rate variability. When the reasonable risk is exceeded, the Group engages in interest rate swap contracts in order to reduce its exposure to risk and to restrict the potential volatility of results.
The interest rate risk is mainly related to interests of commercial paper and bonds at a variable interest rate. In order to reduce the level of risk that the Group is exposed, Cofina hired in the past hedging products with fixed interest rate. As of December 31, 2014, the Group hasn't contracted any hedging products with fixed interest rate, having such products contracted in the past matured in the year ended as of that date.
The Group's sensitivity to variations in the interest rate is limited by the existence of hedging derivatives, as referred above, which are recorded at their market value. This is obtained based on external valuations performed by independent entities.
Liquidity risk can occur if the sources of financing, such as operating cash flows, disinvestment cash flows, credit lines and cash flows from financing operations obtained do not meet the financing needs, such as cash outflows for operating activities and financing, investment, return on shareholders and reimbursement of debt.
As a mean to mitigate this risk, the Group aims to maintain a net position and an average debt maturity that allows its reimbursement in adequate terms.
The Company is subject to national and activity laws and rules of the market where it works, which aim to ensure: the security and protection of clients and of environment, employees´ rights and the maintenance of an open and competitive market. Thus, Cofina is naturally exposed to the risk of regulatory changes, which may affect the way the business is managed and, consequently, harm or prevent the achievement of strategic goals.
The Company's attitude is of permanent cooperation with the authorities regarding the respect and observance of the law.
Risk related to the entrance of new competitors or repositioning of the current ones and with the actions that they may take in order to increase their market share (introducing new concepts, innovation, etc.). The inability of competing in areas such as the price, product portfolio, quality and service may have adverse effects on the financial results of the Group. In order to minimize this risk, Cofina performs constant benchmarking of its competitors actions and invests in new products and formats in order to always offer its customers innovative proposals.
A fundamental risk factor in the media business is the consumers' tendency to change their consumption patterns, depending mostly of social and economic factors.
Consumers frequently change their preferences and expectations, which demands a continuous adaptation and supply improvement. In order to anticipate the market and consumer trends, the Group regularly analyses the information regarding the readers' behaviour, based on market and opinion studies made by independent entities with high reputation in the market.
As mentioned in paragraph 52, the Board of Directors is the body responsible for setting the overall strategic guidelines of the group, and is duly supported by the subsidiary management teams, ensuring not only the continuous monitoring, and the reporting to the Board of Directors of Cofina, of their situations detected, to ensure continuous and effective risk controls.
The process of identification and evaluation, monitoring, control and risk management in Cofina works as follows:
The risks that the group faces in the normal course of its business are identified. For all identified risks, the impact on financial performance and the value of the group is measured. The risk value is compared with the costs of hedging instruments, if available and, consequently, the development of identified risks and the hedging instruments is monitored, which follows, more or less, in compliance with the following methodology:
The Company has implemented additional risk management strategies that aim to ensure, essentially, that the systems and control procedures and the established policies allow answering expectations of management bodies, shareholders and other stakeholders.
Some of these strategies are as follows:
In what refers to risk control in the process of disclosure of financial information, a form of control is the involvement of a very limited number of Cofina employees in the process.
All involved in financial analysis are considered as having access to privileged information and is especially knowledgeable about the content of their obligations as well as the sanctions resulting from the misuse of such information.
The internal rules for the disclosure of financial information are intended to secure their timing and prevent the asymmetry of the market.
The system of internal control in areas of accounting and preparation and disclosure of financial information is based on the following key elements:
As regards to risk factors that could materially affect the accounting and financial reporting, we should highlight the use of accounting estimates that are based on the best available information during the preparation of financial statements as well as the knowledge and experience of past or present events. We also stress the
balances and transactions with related parties: Cofina's Group balances and transactions with related parties relate essentially to the operational running of the group companies as well as to granting and obtaining loans at market rates.
The Board of Directors, together with the Supervisory Board, regularly review and monitor the preparation and disclosure of financial information in order to prevent access, improper and untimely, of other persons to relevant information.
The Company has an investor assistance department which includes the group´s market liaison officer and the investor relations.
The contact for investors to obtain information is as follows:
Rua General Norton de Matos, 60 – R/C 4050-424 Porto Tel: (351) 22 834 65 00 Fax: (351) 22 834 65 09 Email: [email protected]
Cofina provides financial information relating to its individual and consolidated operations, as well as that of its subsidiary companies, through its official internet website (www.cofina.pt). This website is also used by Cofina to provide information on press releases, previously disclosed in the Information Disclosure System of the CMVM, as well as any relevant facts occurring in the life of the Company. This page also includes Cofina Group's reports and accounts of the latest years. The majority of the information is available in the site both in Portuguese and in English.
The functions of group´s market liaison officer are performed by Miguel Valente and the functions of investor relations by Ricardo Mendes Ferreira.
Whenever necessary, the market liaison officer provides all relevant information regarding the events, facts considered relevant, disclosure of quarterly results and answers to any requests for clarification by the investors or the general public on public financial information. All requested information from investors is analysed and addressed in a maximum of five days.
Cofina has a web site available with information about the Company and the Group. The address is: www.cofina.pt.
60. Place where information on the firm, public company status, headquarters and other details referred to in Article 171 of the Commercial Companies Code is available
www.cofina.pt \ about cofina \ company profile
61. Place where the articles of association and regulations on the functioning of the boards and/or committees are available
www.cofina.pt \ investors \ articles of association www.cofina.pt \ about cofina \ corporate governance \ archive
www.cofina.pt \ about cofina \ corporate governance \ archive www.cofina.pt \ investors \ ir contacts www.cofina.pt \ investors \ investor support office
63. Place where the documents are available and relate to financial accounts reporting, which should be accessible for at least five years and the half-yearly calendar on company events that is published at the beginning of every six months, including, inter alia, general meetings, disclosure of annual, halfyearly and where applicable, quarterly financial statements
www.cofina.pt \ investors \ reports www.cofina.pt \ investors \ financial calendar
64. Place where the notice convening the general meeting and all the preparatory and subsequent information related thereto is disclosed
www.cofina.pt \ investors \ annual meetings
65. Place where the historical archive on the resolutions passed at the company's General Meetings, share capital and voting results relating to the preceding three years are available
www.cofina.pt \ investors \ annual meetings
66. Details of the powers for establishing the remuneration of corporate boards, members of the executive committee or chief executive and directors of the company
The Remuneration Committee is responsible for approving the remuneration of the Board of Directors and other corporate bodies representing the shareholders, in accordance with the remuneration policy approved by the shareholders at the General Meeting.
67. Composition of the remuneration committee, including details of individuals or legal persons recruited to provide services to said committee and a statement on the independence of each member and advisor
Cofina, SGPS, S.A. has set a Remuneration Committee for the period 2014/2016, which composition is as follows:
João da Silva Natária – President
José Francisco Pais da Costa Leite - Member
Pedro Nuno Fernandes de Sá Pessanha da Costa – Member
All members of the Remuneration Committee are independent from the members of the Board of Directors. Additionally, in 2014 no persons or entities were hired to assist Remuneration Committee members.
The experience and the professional qualifications of the Remuneration Committee members are in their curricula available on the Company's website, www.cofina.pt, tab "Investors", section "General Meetings/2014/Curricula".
Cofina believes that the experience and professional careers of the members of the Remuneration Committee allow them to perform their duties accurately and effectively. In particular, João da Silva Natária has extensive experience and specific knowledge in matters of remuneration policy. Additionally, and whenever necessary, this committee uses specialized resources, internal or external, to support its decisions.
69. Description of the remuneration policy of the Board of Directors and Supervisory Boards as set out in Article 2 of Law No. 28/2009 of 19 June
As provided in Law 28/2009, of 19 June, a statement on the remuneration policy of the management and supervisory boards is submitted annually for consideration by the General Shareholders Meeting.
The policy on remuneration and compensation of the corporate bodies of Cofina, adopted at the General Meeting held on 24 April 2014, respects the following principles:
In order to establish the value of individual remuneration of each director, the following should be taken into account:
The global fixed remuneration for all the members of the Board of Directors, including the remuneration that the subsidiaries pay to the members that integrate the Board of Directors, cannot exceed 1.25 million Euro per year.
Intended to more strongly align the interests of executive directors with those of shareholders and will be calculated covering the period of two mandates. 2011-2013 and 2014-2016, based on:
The total medium term component cannot exceed 50% of fixed remuneration earned during the period of the six years.
The individual remuneration of any non-executive director may not exceed 100,000 Euro per year, being exclusively fixed.
The remuneration of Members of the Supervisory Board will be based on yearly fixed amounts at levels considered adequate for similar functions.
The remuneration of the members of the General Shareholders Meeting will be exclusively fixed and will follow market practices.
The Statutory Auditor will have a fixed fee appropriate to the respective functions and in accordance with market practice, under the supervision of the Supervisory Board.
The remuneration policy maintains the principle of not covering the granting of any compensation to directors or other governing bodies, concerning their termination of functions, either early or at the scheduled end of their duties, subject to compliance with the legal provisions in force.
The principles that follow remuneration policies and compensation specified in this policy include not only the salaries paid by COFINA SGPS, S.A. but also the salaries that are paid to members of the Board of Directors by companies controlled directly or indirectly by it.
The remuneration policy for executive directors aims to ensure a proper and thorough compensation for the performance and contribution of each director for the success of the organization, aligning the interests of the executive directors with those of the shareholders and of the company. Additionally, the remuneration policy provides for a variable component of deferred payment, aiming to more strongly align the interests of the executive directors with those of the shareholders and the long-term interests of the company.
The proposal for remuneration of executive directors are drawn up taking into account the functions performed in Cofina, SGPS, SA and in its subsidiaries, the responsibility and added value by individual performance, the knowledge and the experience on the job, the economic situation of the company, the remuneration earned in other companies from the same sector and other companies listed on NYSE Euronext Lisbon. Regarding the latter point, the Remuneration Committee takes into account all national companies of equivalent size, particularly listed on NYSE Euronext Lisbon, and also companies in international markets with characteristics similar to Cofina.
In the General Shareholders Meeting held in 24 April 2014, the remuneration policy as detailed in paragraph 69 above was approved, which includes a variable component depending on performance during the period
between 2011 and 2016.
No mechanisms to prevent executive directors from having employment contracts that question the grounds of the variable remuneration are implemented. However, the Remuneration Committee takes into account these factors in the criteria for determining the variable remuneration. The Company did not celebrate any agreements with members of the Board of Directors that have the effect of mitigating the risk associated to variability of the remuneration or has become aware of any identical contracts with third parties.
There is currently no variable compensation which payment was deferred in time.
Cofina has not in place nor intends to have any form of compensation that may include shares or any other equity based compensation system.
Cofina does not have in place any form of compensation that includes stock options.
Cofina hasn't any annual bonus scheme nor any other non-financial benefits.
Cofina S.G.P.S., S.A. has no supplementary pension or early retirement schemes for corporate boards or key staff.
The compensation received by the non-executive members of the Board of Directors of Cofina during 2014, in the exercise of their functions, include only fixed remuneration, were paid directly by Cofina SGPS, S.A. and amounted to 84,000 Euro allocated as follows: Domingos Matos – 28,000 Euro; Ana Mendonça – 28,000 Euro; Pedro Borges de Oliveira – 28,000 Euro. The non-executive director Pedro Mendonça did not receive any compensation in 2014.
The compensation received by the two executive members of Cofina's Board of Directors, included only fixed remuneration, were fully paid by subsidiaries of the Group where they exercise management functions and amounted to 360,000 Euro allocated as follows: Paulo Fernandes – 180,000 Euro and João Borges de Oliveira – 180,000 Euro.
During the year, there weren't any remuneration in the form of profit sharing or bonuses.
During the year, no amounts relating to compensation to directors whose functions have ceased have been paid or became due.
The remuneration of the Supervisory Board is composed of a fixed annual amount based on the Cofina's situation and on the current market practices. In the year ended 31 December 2014, the remuneration of Supervisory Board members (appointed as of 24 April 2014) amounted to 19,965 Euro distributed as follows: Pedro Pessanha – 7,500 Euro; André Pinto – 6,233 Euro; Guilherme Silva – 6,233 Euro.
The remuneration of the Statutory Auditor is described in paragraph 47 above.
The remuneration of the Chairman of the Shareholders' General Meeting for the year ended in 31 December 2014 was Euro 5,000.
The remuneration policy maintains the principle of not including the grating of any compensation to directors or other governing boards, concerning the termination of their functions, either early or at the scheduled end of their terms of office, subject to compliance with the legal provisions in force.
ANNUAL REPORT 2014 II. Corporate Governance Report
There are no agreements between the Company and members of the board of directors or other key staff, pursuant to paragraph 3 of Article 248-B of the Securities Code, which provide compensations in case of resignation, unfair dismissal or termination of employment contract following a takeover bid. There aren't also planned agreements with directors to ensure any compensation in case of non-renewal of their terms of office.
Cofina, SGPS, SA has no plan to grant shares or stock options to the Board of Directors nor to its employees.
Cofina, SGPS, SA does not have any plan to grant shares or stock options.
There are no stock options granted for the acquisition of shares which benefit company employees and staff.
Not applicable as explained above.
I. Control mechanisms and procedures
Currently, there are no established procedures or criteria for defining the relevant significance level of business between the Company and holders of qualifying holdings, or entities in any relationship or group with those shareholders, from which the intervention of the supervisory board is required.
However, the Company conducts its action with principles of rigor and transparency, with scrupulous observance of the competitive market rules.
No businesses or significant transactions between the Company and members of its governing boards (both management and supervision), the holders of qualified shareholdings, were performed, except those that are part of the current activity of the group and which were carried out under normal market conditions for similar transactions.
No businesses or transactions with the members of the Supervisory Board were performed.
The non-audit services provided by the Statutory Auditor were approved by the Supervisory Board and are detailed in paragraph 47 above.
Transactions with group companies are not material and were made under normal market conditions and are part of the current activity of the Company and therefore are not subject to separate disclosure.
Transactions with Cofina directors or companies that are in a group or control relationship with the one in which the intervener is a director, regardless of the amount, are subject to the prior authorization of the Board of Directors with a favourable opinion of the Supervisory Board pursuant to Article 397 of the Portuguese Companies Act. In 2014 it was not necessary for the Supervisory Board to issue an opinion because no transactions that require the approval of that board occurred.
II. Data on business deals
Information on related parties is disclosed in note 28 of the notes to consolidated financial statements and note 21 of the notes to the individual financial statements of the company.
This report provides a description of the governance structure adopted by Cofina, as well as the respective policies and practices adopted.
The report complies with the standards of Article 245-A of the Portuguese Securities Code and discloses in accordance with the comply or explain principle, the degree of compliance with the CMVM recommendations incorporated in 2013 CMVM Corporate Governance Code.
The duties of disclosure required by Law 28/2009 of 19 June, Articles 447 and 448 of the Portuguese Companies Act and CMVM Regulation Nr. 5 / 2008, of 2 October 2008 are also fulfilled.
All the legal provisions referred on this report and the recommendations listed in the Corporate Governance Code of 2013, can be found in www.cmvm.pt.
This report should be read as part of the Annual Management Report and as part of the Individual and Consolidated Financial Statements for the fiscal year 2014.
Cofina encouraged all actions to promote the adoption of best corporate governance practices, basing its policy on high ethical standards and social responsibility.
The Board of Directors of Cofina encourages transparent relationships with investors and with the market, and has based its performance by the constant search of value creation, to the promotion of the interests of employees, shareholders and other stakeholders.
In compliance with the standards of Article 245-A, no. 1, paragraph o) of the Portuguese Securities Code, the CMVM recommendations incorporated in 2013 CMVM Corporate Governance Code the Company set out to carry out are listed below:
II. Corporate Governance Report
| I. VOTING AND CONTROL OF THE COMPANY | |
|---|---|
| I.1. Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively | |
| large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the | |
| right to vote by mail and electronically. Adopted 12, 13 and 14 |
|
| I.2. Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a | |
| quorum for resolutions greater than that provided for by law. Adopted 13 and 14 I.3. Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or |
|
| the subscription of new securities and the voting right of each common share, unless duly justified in terms of long-term | |
| interests of shareholders. Adopted 12 and 13 |
|
| I.4. The company's articles of association that provide for the restriction of the number of votes that may be held or | |
| exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a | |
| resolution by the general assembly (five year intervals), on whether that statutory provision is to be amended or | |
| prevails - without superquorum requirements as to the one legally in force - and that in said resolution, all votes issued | |
| be counted, without applying said restriction. Adopted 13 and 14 |
|
| I.5. Measures that require payment or assumption of fees by the company in the event of change of control or change | |
| in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment by shareholders of the performance of Board members, shall not be adopted. Adopted 2, 4, 5 and 6 |
|
| II. SUPERVISION, MANAGEMENT AND OVERSIGHT | |
| II.1 SUPERVISION AND MANAGEMENT | |
| II.1.1. Within the limits established by law, and except for the small size of the company, the board of directors shall delegate the daily management of the company and said delegated powers shall be identified in the Annual Report on |
|
| Corporate Governance. Adopted 21 and 28 |
|
| II.1.2. The Board of Directors shall ensure that the company acts in accordance with its objectives and shall not | |
| delegate its responsibilities as regards the following: | |
| i) define the strategy and general policies of the company; | |
| ii) define business structure of the group; | |
| iii) decisions considered strategic due to the amount, risk and particular characteristics | |
| involved. Adopted 21 and 28 |
|
| II.1.3. The General and Audit Committee, in addition to its supervisory duties supervision, shall take full responsibility at corporate governance level, whereby through the statutory provision or by equivalent means, shall enshrine the |
|
| requirement for this body to decide on the strategy and major policies of the company, the definition of the corporate | |
| structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body | |
| shall also assess compliance with the strategic plan and the implementation of key policies of the company. Non applicable |
|
| II.1.4. Except for small-sized companies, the Board of Directors and the General and Audit Committee, depending on | |
| the model adopted, shall create the necessary committees in order to: | |
| a) Ensure a competent and independent assessment of the performance of executive directors and its own overall | |
| performance, as well as of other committees; | |
| b) Reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent | |
| bodies, measures to be implemented with a view to their improvement. Adopted 21, 27, 28 and 29 |
|
| II.1.5. The Board of Directors or the General and Audit Committee, depending on the applicable model, should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent |
|
| with those goals. Adopted 52, 54 and 55 |
|
| II.1.6. The Board of Directors shall include a number of non-executive members ensuring effective monitoring, | |
| supervision and assessment of the activity of the remaining members of the board. Adopted 18 |
II. Corporate Governance Report
| RECOMENDATION | COMPLIES | REMISSION |
|---|---|---|
| II.1.7. Non-executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the company, its shareholder structure and the relevant free float. The |
||
| independence of the members of the General and Supervisory Board and members of the Audit Committee shall be | ||
| assessed as per the law in force. The other members of the Board of Directors are considered independent if the member is not associated with any specific group of interests in the company nor is under any circumstance likely to |
||
| affect an exempt analysis or decision, particularly due to: | Non adopted | 18 |
| a. Having been an employee at the company or at a company holding a controlling or group relationship within the last | ||
| three years; b. Having, in the past three years, provided services or established commercial relationship with the company or |
||
| company with which it is in a control or group relationship, either directly or as a partner, board member, manager or | ||
| director of a legal person; | ||
| c. Being paid by the company or by a company with which it is in a control or group relationship besides the remuneration arising from the exercise of the functions of a board member; |
||
| d. Living with a partner or a spouse, relative or any first degree next of kin and up to and including the third degree of | ||
| collateral affinity of board members or natural persons that are direct and indirectly holders of qualifying holdings; | ||
| e. Being a qualifying shareholder or representative of a qualifying shareholder. | ||
| II.1.8. When board members that carry out executive duties are requested by other board members, said shall provide the information requested, in a timely and appropriate manner to the request. |
Adopted | 18 |
| II.1.9. The Chair of the Executive Board or of the Executive Committee shall submit, as applicable, to the Chair of the | ||
| Board of Directors, the Chair of the Supervisory Board, the Chair of the Audit Committee, the Chair of the General and | ||
| Supervisory Board and the Chairman of the Financial Matters Board, the convening notices and minutes of the relevant meetings. |
Adopted | 23 |
| II.1.10. If the chair of the board of directors carries out executive duties, said body shall appoint, from among its | ||
| members, an independent member to ensure the coordination of the work of other non-executive members and the | ||
| conditions so that these members can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. |
Non adopted | 18 |
| II.2. SUPERVISION | ||
| II.2.1. Depending on the applicable model, the Chair of the Supervisory Board, the Audit Committee or the Financial | ||
| Matters Committee shall be independent in accordance with the applicable legal standard, and have the necessary | ||
| skills to carry out their relevant duties. II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the |
Adopted | 32 and 33 |
| relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper | ||
| conditions for the provision of services are provided within the company. II.2.3. The Audit Committee shall evaluate the external auditor on an annual basis and propose to the competent body |
Adopted | 38 |
| its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said | ||
| dismissal. | Adopted | 45 |
| II.2.4. The Audit Committee shall evaluate the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. |
Adopted | 38 |
| II.2.5. The Audit Committee, the General and Supervisory Board and the Audit Committee decide on the work plans | ||
| and resources concerning the internal audit services and services that ensure compliance with the rules applicable to | ||
| the company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential |
||
| improprieties. | Non applicable | 50 and 51 |
| II.3. REMUNERATION SETTING | ||
| II.3.1. All members of the Remuneration Committee or equivalent should be independent from the executive board | ||
| members and include at least one member with knowledge and experience in matters of remuneration policy. II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure |
Adopted | 67 and 68 |
| under the board of directors, the board of directors of the company itself or who has a current relationship with the | ||
| company or consultant of the company, shall not be hired to assist the Remuneration Committee in the performance | ||
| of their duties. This recommendation also applies to any natural or legal person that is related by employment contract or provision of services with the above. |
Adopted | 67 |
| II.3.3. A statement on the remuneration policy of the management and supervisory bodies referred to in Article 2 of Law | ||
| No. 28/2009 of 19 June, shall also contain the following: a) Identification and details of the criteria for determining the remuneration paid to the members of the governing bodies; |
||
| b) Information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, to | ||
| be paid to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be | ||
| payable; c) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of |
||
| appointment of board members. | Adopted | 69 |
| II.3.4. Approval of plans for the allotment of shares and/or options to acquire shares or based on share price | ||
| variation to board members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly evaluate said plan. |
Non applicable | 73 and 74 |
| II.3.5. Approval of any retirement benefit scheme established for members of corporate members shall be submitted | ||
| to the General Meeting. The proposal shall contain all the necessary information in order to correctly evaluate said | ||
| system. | Non applicable | 76 |
II. Corporate Governance Report
| RECOMENDATION | COMPLIES | REMISSION |
|---|---|---|
| III. REMUNERATION | ||
| III.1. The remuneration of the executive members of the board shall be based on actual performance and shall | ||
| discourage taking on excessive risk-taking. | Adopted | 70 |
| III.2. The remuneration of non-executive board | ||
| members and the remuneration of the members of the Audit Committee shall not include any component whose value | ||
| depends on the performance of the company or of its value. | Adopted | 78, 81 and 82 |
| III.3. The variable component of remuneration shall be reasonable overall in relation to the fixed component of the | ||
| remuneration and maximum limits should be set for all components. | Adopted | 69 |
| III.4. A significant part of the variable remuneration should be deferred for a period not less than three years, and | ||
| the right of way payment shall depend on the continued positive performance of the company during that period. | Adopted | 69 |
| III.5. Members of the Board of Directors shall not enter into contracts with the company or with third parties which intend | ||
| to mitigate the risk inherent to remuneration variability set by the company. | Adopted | 71 |
| III.6. Executive board members shall maintain the company's shares that were allotted by virtue of variable | ||
| remuneration schemes, up to twice the value of the total annual remuneration, except for those that need to be sold | ||
| for paying taxes on the gains of said shares, until the end of their mandate. | Non applicable | 73 e 74 |
| III.7. When the variable remuneration includes the allocation of options, the beginning of the exercise period shall be | ||
| deferred for a period not less than three years. | Non applicable | 74 |
| III.8. When the removal of board member is not due to serious breach of their duties nor to their unfitness for the normal | ||
| exercise of their functions but is yet due on inadequate performance, the company shall be endowed with the | ||
| adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally | ||
| due, is unenforceable. | Adopted | 69 and 83 |
| IV. AUDITING | ||
| IV.1. The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and | ||
| systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report | ||
| any shortcomings to the supervisory body of the company. | Adopted | 38 |
| IV.2. The company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than |
||
| audit services. If there are reasons for hiring such services - which must be | ||
| approved by the Audit Committee and explained in its Annual Report on Corporate Governance - said should not | ||
| exceed more than 30% of the total value of services rendered to the company. | Adopted | 47 |
| IV.3. Companies shall support auditor rotation after two or three terms whether four or three years, respectively. Its | ||
| continuance beyond this period must be based on a specific opinion of the Audit Committee that explicitly considers the | ||
| conditions of auditor's independence and the benefits and costs of its replacement. | Adopted | 40, 42, 43 and 44 |
| V. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS | ||
| V.1. The company's business with holders of qualifying holdings or entities with which they are in any type of | ||
| relationship pursuant to article 20 of the Portuguese Securities Code, shall be conducted during normal market | ||
| conditions. | Adopted | 90 |
| V.2. The supervisory or oversight board shall lay down procedures and criteria that are required to define the | ||
| relevant level of significance of business with holders of qualifying holdings - or entities with which they are in any of | ||
| the relationships described in article 20.1 of the Portuguese Securities Code -thus significant relevant business is | ||
| dependent upon prior opinion of that body. | Non adopted | 91 |
| VI. INFORMATION | ||
| VI.1. Companies shall provide, via their websites in both the Portuguese and English languages access to information | ||
| on their progress as regards the economic, financial and governance state of play. | Adopted | 59 to 65 |
| VI.2. Companies shall ensure the existence of an investor support and market liaison office, which responds to requests | ||
| from investors in a timely fashion and a record of the submitted requests and their processing, shall be kept. | Adopted | 56 to 58 |
The recommendations II.1.7., II.1.10. and V.2. are not fully adopted by Cofina, as explained below.
The Board Directors does not include any member that satisfies the standard of independence referred in recommendation II.1.7. and II.1.10. of Corporate Governance Code issued by the Portuguese Securities Regulator (CMVM) since non-executive director Pedro Mendonça is the father of the non-executive director Ana Rebelo de Carvalho Menéres de Mendonça, holder of a qualifying holding, and the other two non-executive directors are holders of qualifying holdings, directly or indirectly, of the Company.
Nevertheless, to allow to the non-executive directors an independent and informed decision, the Company has the following mechanisms:
Availability of minutes books, records, documents and other records of operation of the Company or the subsidiaries, for examination, as well as the provision and promotion of a direct channel of obtaining information from the managers and operational and financial officers of several companies that are part of the Group, without requiring any intervention of the executive directors in this process.
Given the corporate model adopted and the composition and mode of operation of its governing boards, including the independence of the supervisory boards, without, delegation of powers among them, the Group considers that the designation of independent directors to the Board would not yield significant improvements for the proper functioning of the corporate governance model, which has revealed itself proper and efficient.
The Director's report includes in its chapter "Activity developed by the non-executive members of the Board," a description of the activity of the non-executive director during 2014.
Transactions with Cofina's directors or with companies that are in a group or dominance relationship with them, regardless of the amount, are subject to prior approval of the Board of Directors, with a favourable opinion of the Statutory Board, under the terms of article 397 of the Portuguese Companies Act.
Currently, there are no established procedures or criteria for defining the relevant level of significance of businesses between the company and holders of qualified holdings or entities that are in a group or dominance relationship, from which the intervention from the Statutory Board is required.
However, given the above mentioned legal requirement, and especially considering the constant legal requirement of the same matter, to disclose in the annual report of the board, the occurrence of these situations, to which Cofina would always give full compliance, all legal requirements, as well as all the information disclosure obligations to shareholders and to the market on a complete and transparent basis are safeguarded.
In line with what has been said, Cofina would like to point out that, of the forty recommendations contained in the Corporate Governance Code of 2013, six of them are not applicable for the reasons set out above, and the failure to fully adopt only three of the recommendations is largely explained above.
Cofina therefore considers that, given the full compliance of thirty of these recommendations, the degree of adoption of the Company to the 2013 Corporate Governance Code's recommendations is practically total, which is materialized in a diligent and prudent management, absolutely focused on creating value for the Company and hence for shareholders.
Pursuant to the requirements of article 66 of the Commercial Companies' Code ("Código das Sociedades Comerciais"), the Directors inform that as of 31 December 2014 Cofina had no own shares and did not acquire or sell any own shares during the year.
Pursuant to the requirements of article 447 of the Commercial Companies' Code, the Directors inform that, as of 31 December 2014, they held the following shares:
| Paulo Jorge dos Santos Fernandes (a) | 13,386,332 |
|---|---|
| João Manuel Matos Borges de Oliveira (b) | 15,400,000 |
| Domingos José Vieira de Matos (c) | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | 7,719,360 |
| Ana Rebelo de Carvalho Menéres de Mendonça (d) | 20,488,760 |
| Pedro Macedo Pinto de Mendonça | 0 |
(a) – The 13,386,332 shares correspond to the total COFINA –SGPS, S.A.'s shares held by ACTIUM CAPITAL – SGPS, S.A., of which the director Paulo Jorge dos Santos Fernandes is dominant shareholder and director.
(b) – The 15,400,000 shares correspond to the total COFINA – SGPS, S.A.'s shares held by INDAZ S.A., of which the director João Manuel Matos Borges de Oliveira is also director.
(c) – The 12,395,257 shares correspond to the total of COFINA – SGPS, S.A.'s shares held by LIVREFLUXO – SGPS, S.A. of which the director Domingos José Vieira de Matos is dominant shareholder and director.
(d) – The 20,488,760 shares correspond to the total of COFINA – SGPS, S.A.'s shares held by PROMENDO – SGPS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is dominant shareholder and director.
As of 31 December 2014, the Statutory Auditor, the members of the Supervisory Board and the members of the Board of the General Shareholders' Meeting held no shares of the Company.
Pursuant to the requirements of articles 16 and 20 of the Securities Code (Código de Valores Mobiliários) and article 448 of the Commercial Companies Code, the Directors inform that, in accordance with the notifications received, the companies and/or individuals that hold qualifying holdings exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:
| No of shares held as of | % share capital with | |
|---|---|---|
| Santander Asset Management | 31-Dez-2014 | voting rights |
| Through Santander Acções Portugal Fund | 2,069,459 | 2.02% |
| Through Santander PPA Fund | 107,964 | 0.11% |
| Total attributable | 2,177,423 | 2.12% |
| No of shares held as of | % share capital with | |
| Millennium BCP Gestão de Activos - Sociedade Gestora de Fundos de Investimento, S.A. | 31-Dez-2014 | voting rights |
| Through Millennium Ações Portugal Fund | 2,073,961 | 2.02% |
| Through Millennium PPA Fund | 212,148 | 0.21% |
| Total attributable | 2,286,109 | 2.23% |
| No of shares held as of | % share capital with | |
| Credit Suisse Group AG | 31-Dez-2014 | voting rights |
| Directly | 5,039,060 | 4.91% |
| Total attributable | 5,039,060 | 4.91% |
| No of shares held as of | % share capital with | |
| Pedro Miguel Matos Borges de Oliveira | 31-Dez-2014 | voting rights |
| Directly | 7,719,360 | 7.53% |
| Total attributable | 7,719,360 | 7.53% |
| No of shares held as of | % share capital with | |
| Domingos José Vieira de Matos | 31-Dez-2014 | voting rights |
| Through Livrefluxo - SGPS, S.A. (of which is a sharehold and director) | 12,395,257 | 12.09% |
| Total attributable | 12,395,257 | 12.09% |
| No of shares held as of | % share capital with | |
| Paulo Jorge dos Santos Fernandes | 31-Dez-2014 | voting rights |
| Through Actium Capital - SGPS, S.A. (of which is dominant sharehold and director) | 13,386,332 | 13.05% |
| Total attributable | 13,386,332 | 13.05% |
| No of shares held as of | % share capital with | |
| João Manuel Matos Borges de Oliveira | 31-Dez-2014 | voting rights |
| Through INDAZ, S.A. (of which is director) | 15,400,000 | 15.01% |
| Total attributable | 15,400,000 | 15.01% |
| No of shares held as of | % share capital with | |
| Ana Rebelo Carvalho Menéres de Mendonça | 31-Dez-2014 | voting rights |
| Through PROMENDO - SGPS, S.A. (of which is dominant shareholder and director) | 20,488,760 | 19.98% |
| Total attributable | 20,488,760 | 19.98% |
Cofina was not informed of any participation exceeding 20% of the voting rights.
We don't want to conclude without thanking our suppliers, financial institutions and other partners of the group for their trust in our organization. We would also like to thank the External Auditor for the assistance provided during 2014 and the Supervisory Board for the continued monitoring of our operations.
Oporto, 20 March 2015
The Board of Directors
Paulo Jorge dos Santos Fernandes – President
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
João Manuel Matos Borges de Oliveira
Pedro Macedo Pinto de Mendonça
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
The signatories individually declare that, to the best of their knowledge, the Board of Director's Report, the Individual and Consolidated Financial Statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union, and other accounting documents required by law or regulation, giving a truthful and appropriate image of assets and liabilities, financial position and the consolidated and individual results of Cofina, SGPS, S.A. and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties faced.
The members of the Board of Directors of Cofina, S.G.P.S., S.A. declare that they assume responsibility for this information and affirm that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As required by article 21 of Decree-Law 411/91 of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.
Qualifications, experience and positions held in other companies by members of the Board of Directors:
He was one of the founders of Cofina, and has been directly involved in the Group's management since its incorporation. He is graduated from Oporto University with a degree in Electronic Engineering, and has also an MBA at the University of Lisbon.
He is shareholder of the Company since 1990, having also been appointed as Director at the same date.
In addition to the Companies where he currently exercises management functions his professional experience includes:
| 1982/1984 | Assistant Director of Production at CORTAL |
|---|---|
| 1986/1989 | General Director at CORTAL |
| 1989/1994 | President of the Board of Directors at CORTAL |
| 1995 | Director at CRISAL – CRISTAIS DE ALCOBAÇA, S.A. |
| 1997 | Director at Group Vista Alegre, S.A. |
| 1997 | Chairman of the Board of Directors at ATLANTIS - Cristais de Alcobaça, S.A. |
| 2000/2001 | Director at SIC |
| 2001 | Director at V.A.A. |
Throughout his career, he also played roles in several associations:
| 1989/1994 | President of FEMB (Fédération Européene de Mobilier de Bureau) for Portugal |
|---|---|
| 1989/1990 | President of General Assembly at Assoc. Industr. Águeda |
| 1991/1993 | Member of Advisory Board at Assoc. Ind. Portuense |
| Since 2005 | Member of Superior Board at the MBA Former Student's Association |
| 2013/2016 | President of the Supervisory Board of BCSD |
| Since 2006 | Member of Advisory Board at Engineering and Management of IST |
The other companies where he carries out management functions as of 31 December 2014, are as follows:
III. Appendixes to the annual report
Being also one of the founders of Cofina, he has been involved in the Group's management since its incorporation. Graduated from the Porto University with a degree in Chemical Engineering, holds an MBA at INSEAD. He develops his activity in the media and industrial operations, as well as in the strategic definition of the Group. Is a shareholder of the Company since 1990 and has also been appointed Director as from the same date.
In addition to the Companies where he currently exercises functions of administration, his professional experience includes:
| 1982/1983 | Assistant Director of Production at Cortal |
|---|---|
| 1984/1985 | Production Director at Cortal |
| 1987/1989 | Marketing Director at Cortal |
| 1989/1994 | General Director at Cortal |
| 1989/1995 | Vice President of the Board at Cortal |
| 1989/1994 | Director at Seldex |
| 1996/2000 | Non-executive Director at Atlantis, S.A. |
| 1997/2000 | Non-executive Director at Vista Alegre, S.A. |
| 1998/1999 | Director at Efacec Capital, SGPS, S.A. |
| Since 2008 | President of the Supervisory Board of Porto Business School |
| 2008/2011 | Non-executive director of ZON Multimédia, SGPS, S.A. |
| 2011/2013 | Member of ISCTE-IUL CFO Advisory Form |
The other companies where he carries out management functions as of 31 December 2014 are as follows:
III. Appendixes to the annual report
a) – Companies that, as of 31 December 2014 cannot be considered to be part of Cofina, S.G.P.S., S.A. Group.
He was one of the founders of Cofina, and has been directly involved in the Group's management since its incorporation. Attended the Faculty of Medicine in Porto for two years, and holds a degree in Mechanics from the École Superiore de L'Etat in Brussels. He is director of the Company since 1990.
In addition to the Companies where he currently exercises functions of administration, his professional experience includes:
| 1959 | Director of Supply of Empresa de Metalurgia Artística Lisboa |
|---|---|
| 1965 | Production Director of Empresa de Metalurgia Artística Lisboa |
| 1970 | Director and sales responsible of Seldex |
| 1986 | Founding Partner of Euroseel |
| 1986/1990 | Director at Euroseel |
| 1986 | Chairman of the Board of Directors at Seldex |
| 1989 | Director at Cortal |
The other companies where he carries out functions of administration as of 31 December 2014 are:
Ramada Aços, S.A. (a)
Ramada Storage Solutions, S.A. (a)
a) – Companies that, as of 31 December 2014 cannot be considered to be part of Cofina, S.G.P.S., S.A. Group.
He was one of the founders of Cofina, and has been directly involved in the Group's management since its incorporation. He holds a degree in Economics from the Faculty of Economy of the University of Oporto. He initiated his career in management in 1978. He is shareholder of the Company since 1990 and has been Director since that date.
In addition to the Companies where he currently exercises his duties as Director, his professional experience includes:
| 1978/1994 | Director at CORTAL, S.A. |
|---|---|
| 1983 | Founding Partner of PROMEDE – Produtos Médicos, S.A. |
| 1998/2000 | Director at ELECTRO CERÂMICA, S.A. |
The other companies where he carries out management functions as of 31 December 2014 are as follows:
(a) – Companies that, as of 31 December 2014 cannot be considered to be part of Cofina, S.G.P.S., S.A. Group.
He holds a degree in Financial Management by Instituto Superior de Administração e Gestão do Porto. In 2000 he concluded the Executive MBA at Instituto Empresarial Portuense in partnership with ESADE – Business School of Barcelona, currently Católica Porto Business School. In 2009, he attended the Course of Business Valuation at EGE – Escola de Gestão Empresarial. He is director of the Company since May 2009.
Besides other companies where he currently exercises duties of Director, his professional experience includes:
| 1986/2000 | Management advisor of FERÁGUEDA, Lda. |
|---|---|
| 1992 | Director of Bemel, Lda. |
| 1997/2000 | Assistant manager of GALAN, Lda. |
| 1999/2000 | Assessor of the direction of the saws and tools department of F.Ramada, Aços e |
| Indústrias, S.A. | |
| 2000 | Director of the Department of Saws and Tools of F. Ramada, Aços e |
| Indústrias, S.A. | |
| 2006 | Director of Universal Afir, Aços Especiais e Ferramentas, S.A. |
| 2009 | Director of F. Ramada Investimentos, S.G.P.S., S.A. |
The other companies where he carries out management functions as of 31 December 2014 are as follows:
(a) – Companies that, as of 31 December 2014 cannot be considered to be part of Cofina, S.G.P.S., S.A. Group.
This director has a Degree in Economics by Universidade Católica Portuguesa in Lisbon, having been appointed as Director of the Company since May 2009.
Besides other companies where she currently exercises duties of Director, her professional experience includes:
| Journalist in the economic segment of the newspaper Semanário Económico |
|---|
| Commercial department of Citibank |
| Director at Promendo, S.A. |
| Director at PROMENDO, SGPS, S.A. |
The other companies where she carries out management functions as of 31 December 2014 are as follows:
(a) – Companies that, as of 31 December 2014 cannot be considered to be part of Cofina, S.G.P.S., S.A. Group.
Qualifications, experience and positions held in other companies by members of the Supervisory Board:
Education:
Degree in Law from the Faculty of Law of the University of Coimbra in 1981 Complimentary training in Company Management and Economic and Financial Analysis at the School of Law of the Portuguese Catholic University, Porto, 1982 and 1983.
Member of the Lawyers Association ("Ordem dos advogados) since 1983 President of the General and Supervisory Board of a public company from 1996 to 2010, President of the General Shareholders Meeting of several listed and non-listed companies Co-author of the chapter on Portugal in "Handbuch der Europäischen Aktien-Gesellschaft" – Societas Europaea – by Jannot / Frodermann, published by C.F. Müller Verlag Continuous law practice since 1983, with a special focus on commercial law and corporate law, mergers and acquisitions, foreign investment and international contracts Honorary Consul of Belgium in Porto
Other positions held:
President of the Supervisory Board of Altri, SGPS, SA (a) President of the Supervisory Board of F. Ramada Investimentos, SGPS, S.A. (a) Member of the Altri , SGPS, S.A. Remuneration Committee (a) Member of the F. Ramada Investimentos, SGPS, S.A. Remuneration Committee (a)
(a) – companies that, as of 31 December 2014, cannot be considered as part of the Cofina, SGPS, SA group.
Education: Degree in Economics at University Portucalense Chartered Accountant (ROC no. 1,243) Executive MBA - Management School of Porto - University of Porto Business School
Professional Experience:
Between September 1999 and May 2008, worked in the Audit Department of Deloitte & Associados, SROC, SA (initially as a member of staff and since September 2004 as Manager).
Between June 2008 and December 2010, Senior Manager of Corporate Finance department - Transaction Services at Deloitte Consulting.
Between January 2011 and March 2013, CFO of companies WireCoWorldGroup Group in Portugal (a) Since April 2013, Director (CFO) of Mecwide Group (a)
Other positions held:
Member of the Supervisory Board of Altri, SGPS, S.A. (a) Member of the Supervisory Board of F. Ramada Investimentos, SGPS, S.A. (a)
(a) – companies that, as of 31 December 2014, cannot be considered as part of the Cofina, SGPS, SA group.
Education:
1990-1995 Degree in Business Administration and Management, Portuguese Catholic University
Professional Experience:
1995-1997 IC, Arthur Andersen, SC 1997-2010 Vice President of the Board of Directors, Detipin -Comércio de Vestuário, SA.(a) 2004- Member of the Board of Directors, SEF - Serviços de Saúde e Fisioterapia, SA. (a) 2005-2010 Member of the Board of Directors, Globaljeans - Comércio de Vestuário, SA (a) 2005- Vice-President of the Board of Directors, SEF - Serviços de Saúde e Fisioterapia, SA. (a) 2005-2009 Vice President of the Board of Directors, AH Business, SGPS, SA (a) 2006- Member of the Board of Directors, Fisiofafe, SA. (a) 2009- Member of the Board of Directors, Clínica de S. Cosme de Gondomar II, Fisioterapia, SA. (a) 2011- President of the Board of Directors, GNG – Comércio de Vestuário, SA. (a)
Other positions held:
Member of the Supervisory Board of Altri, SGPS, S.A. (a)
Member of the Supervisory Board of F. Ramada Investimentos, SGPS, S.A. (a)
(a) – companies that, as of 31 December 2014, cannot be considered as part of the Cofina, SGPS, SA group.
Disclosure of shares and other securities held by members of the Board of Directors and by those discharging managerial responsibilities, as well as by people closely connected with them (article 248 B of the Securities Code), and disclosure of the respective transactions during the year involving such shares and other securities.
| Shares held at 31-Dec | ||||
|---|---|---|---|---|
| Members of the Board of Directors | 2013 | Aquisitions | Disposals | 2014 |
| Paulo Jorge dos Santos Fernandes | 3,345,746 | - | (3,345,746) | - |
| Paulo Jorge dos Santos Fernandes (imputation through ACTIUM CAPITAL - SGPS, S.A.) | 9,540,586 | 3,845,746 | - | 13,386,332 |
| João Manuel Matos Borges de Oliveira (imputation through INDAZ, S.A.) | 14,784,857 | 615,143 | - | 15,400,000 |
| Domingos José Vieira de Matos (imputation through LIVREFLUXO - SGPS, S.A.) | 12,292,927 | 102,330 | - | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | 5,628,291 | 2,091,069 | - | 7,719,360 |
| Ana Rebelo Mendonça (imputation through PROMENDO - SGPS, S.A.) | 20,488,760 | - | - | 20,488,760 |
| Pedro Macedo Pinto de Mendonça | 854,500 | - | (854,500) | - |
| Date | Type | Volume | Price (€) | Local | Nº shares |
|---|---|---|---|---|---|
| 31-Dec-13 | - | - | - | - | 3,345,746 |
| 12-Mar-14 | Sell | (3,345,746) | 0.634900 | NYSE Euronext Lisbon | - |
| 31-Dec-14 | - | - | - | - | - |
| Paulo Jorge dos Santos Fernandes (imputation through ACTIUM CAPITAL - SGPS, S.A.) | |||||
| Date | Type | Volume | Price (€) | Local | Nº shares |
| 31-Dec-13 | - | - | - | - | 9,540,586 |
| 12-Mar-14 | Buy | 3,345,746 | 0.634900 | NYSE Euronext Lisbon | 12,886,332 |
| 6-Aug-14 6-Aug-14 |
Buy Buy |
200,000 100,000 |
0.530000 0.522000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,086,332 13,186,332 |
| 6-Aug-14 | Buy | 5,000 | 0.515000 | NYSE Euronext Lisbon | 13,191,332 |
| 6-Aug-14 | Buy | 5,000 | 0.515000 | NYSE Euronext Lisbon | 13,196,332 |
| 7-Aug-14 | Buy | 5,000 | 0.503000 | NYSE Euronext Lisbon | 13,201,332 |
| 7-Aug-14 | Buy | 10,908 | 0.503000 | NYSE Euronext Lisbon | 13,212,240 |
| 7-Aug-14 | Buy | 1,000 | 0.503000 | NYSE Euronext Lisbon | 13,213,240 |
| 7-Aug-14 | Buy | 895 | 0.538000 | NYSE Euronext Lisbon | 13,214,135 |
| 7-Aug-14 | Buy | 5,000 | 0.540000 | NYSE Euronext Lisbon | 13,219,135 |
| 7-Aug-14 | Buy | 3,249 | 0.545000 | NYSE Euronext Lisbon | 13,222,384 |
| 7-Aug-14 | Buy | 1,751 | 0.545000 | NYSE Euronext Lisbon | 13,224,135 |
| 7-Aug-14 7-Aug-14 |
Buy Buy |
9,000 1,000 |
0.540000 0.544000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,233,135 13,234,135 |
| 7-Aug-14 | Buy | 4,000 | 0.544000 | NYSE Euronext Lisbon | 13,238,135 |
| 7-Aug-14 | Buy | 5,000 | 0.544000 | NYSE Euronext Lisbon | 13,243,135 |
| 7-Aug-14 | Buy | 5,000 | 0.544000 | NYSE Euronext Lisbon | 13,248,135 |
| 7-Aug-14 | Buy | 5,000 | 0.544000 | NYSE Euronext Lisbon | 13,253,135 |
| 7-Aug-14 | Buy | 5,000 | 0.544000 | NYSE Euronext Lisbon | 13,258,135 |
| 7-Aug-14 | Buy | 3,686 | 0.544000 | NYSE Euronext Lisbon | 13,261,821 |
| 7-Aug-14 | Buy | 1,314 | 0.544000 | NYSE Euronext Lisbon | 13,263,135 |
| 7-Aug-14 | Buy | 5,000 | 0.544000 | NYSE Euronext Lisbon | 13,268,135 |
| 7-Aug-14 | Buy | 4,143 | 0.543000 | NYSE Euronext Lisbon | 13,272,278 |
| 7-Aug-14 7-Aug-14 |
Buy Buy |
5,000 1,000 |
0.541000 0.541000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,277,278 13,278,278 |
| 7-Aug-14 | Buy | 3,054 | 0.541000 | NYSE Euronext Lisbon | 13,281,332 |
| 7-Aug-14 | Buy | 2,128 | 0.535000 | NYSE Euronext Lisbon | 13,283,460 |
| 8-Aug-14 | Buy | 3,500 | 0.520000 | NYSE Euronext Lisbon | 13,286,960 |
| 8-Aug-14 | Buy | 240 | 0.529000 | NYSE Euronext Lisbon | 13,287,200 |
| 8-Aug-14 | Buy | 18,888 | 0.529000 | NYSE Euronext Lisbon | 13,306,088 |
| 8-Aug-14 | Buy | 15,000 | 0.549000 | NYSE Euronext Lisbon | 13,321,088 |
| 8-Aug-14 | Buy | 1,047 | 0.550000 | NYSE Euronext Lisbon | 13,322,135 |
| 8-Aug-14 | Buy | 2,854 | 0.550000 | NYSE Euronext Lisbon | 13,324,989 |
| 8-Aug-14 8-Aug-14 |
Buy Buy |
4,000 1,182 |
0.550000 0.550000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,328,989 13,330,171 |
| 8-Aug-14 | Buy | 3,818 | 0.550000 | NYSE Euronext Lisbon | 13,333,989 |
| 8-Aug-14 | Buy | 182 | 0.550000 | NYSE Euronext Lisbon | 13,334,171 |
| 8-Aug-14 | Buy | 2,161 | 0.550000 | NYSE Euronext Lisbon | 13,336,332 |
| 11-Aug-14 | Buy | 653 | 0.552000 | NYSE Euronext Lisbon | 13,336,985 |
| 11-Aug-14 | Buy | 1,383 | 0.552000 | NYSE Euronext Lisbon | 13,338,368 |
| 11-Aug-14 | Buy | 1,000 | 0.553000 | NYSE Euronext Lisbon | 13,339,368 |
| 11-Aug-14 | Buy | 1,871 | 0.553000 | NYSE Euronext Lisbon | 13,341,239 |
| 11-Aug-14 11-Aug-14 |
Buy Buy |
4,093 1,905 |
0.553000 0.550000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,345,332 13,347,237 |
| 11-Aug-14 | Buy | 95 | 0.550000 | NYSE Euronext Lisbon | 13,347,332 |
| 11-Aug-14 | Buy | 350 | 0.547000 | NYSE Euronext Lisbon | 13,347,682 |
| 11-Aug-14 | Buy | 597 | 0.547000 | NYSE Euronext Lisbon | 13,348,279 |
| 11-Aug-14 | Buy | 1,683 | 0.550000 | NYSE Euronext Lisbon | 13,349,962 |
| 11-Aug-14 | Buy | 1,317 | 0.550000 | NYSE Euronext Lisbon | 13,351,279 |
| 11-Aug-14 | Buy | 344 | 0.550000 | NYSE Euronext Lisbon | 13,351,623 |
| 11-Aug-14 | Buy | 656 | 0.550000 | NYSE Euronext Lisbon | 13,352,279 |
| 11-Aug-14 | Buy | 10,000 | 0.550000 | NYSE Euronext Lisbon | 13,362,279 |
| 11-Aug-14 | Buy | 2,075 | 0.550000 | NYSE Euronext Lisbon | 13,364,354 |
| 11-Aug-14 11-Aug-14 |
Buy Buy |
1,441 1,037 |
0.550000 0.550000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,365,795 13,366,832 |
| 11-Aug-14 | Buy | 1,500 | 0.549000 | NYSE Euronext Lisbon | 13,368,332 |
| 11-Aug-14 | Buy | 500 | 0.549000 | NYSE Euronext Lisbon | 13,368,832 |
| 11-Aug-14 | Buy | 2,042 | 0.550000 | NYSE Euronext Lisbon | 13,370,874 |
| 11-Aug-14 | Buy | 2,396 | 0.550000 | NYSE Euronext Lisbon | 13,373,270 |
| 11-Aug-14 | Buy | 1,412 | 0.550000 | NYSE Euronext Lisbon | 13,374,682 |
| 11-Aug-14 | Buy | 1,650 | 0.550000 | NYSE Euronext Lisbon | 13,376,332 |
| 12-Aug-14 | Buy | 500 | 0.549000 | NYSE Euronext Lisbon | 13,376,832 |
| 12-Aug-14 | Buy | 500 | 0.549000 | NYSE Euronext Lisbon | 13,377,332 |
| 12-Aug-14 | Buy | 500 | 0.549000 | NYSE Euronext Lisbon | 13,377,832 |
| 12-Aug-14 | Buy | 500 | 0.549000 | NYSE Euronext Lisbon | 13,378,332 |
| 12-Aug-14 12-Aug-14 |
Buy Buy |
4,000 500 |
0.549000 0.549000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
13,382,332 13,382,832 |
| 12-Aug-14 | Buy | 3,500 | 0.549000 | NYSE Euronext Lisbon | 13,386,332 |
| 31-Dec-14 | - | - | - | - | 13,386,332 |
III. Appendixes to the annual report
| Date | Type | Volume | Price (€) | Local | Nº shares |
|---|---|---|---|---|---|
| 31-Dec-13 | - | - | - | - | 854,500 |
| 24-Nov-14 | Sell | (854,500) | 0.470000 | Lisboa | |
| 31-Dec-14 | - | - | - | - | |
| João Manuel Matos Borges de Oliveira (imputation through INDAZ, S.A.) | |||||
| Date | Type | Volume | Price (€) | Local | Nº shares |
| 31-Dec-13 | - | - | - | - | 14,784,857 |
| 1-Aug-14 | Buy | 415,143 | 0.505000 | NYSE Euronext Lisbon | 15,200,000 |
| 22-Aug-14 | Buy | 200,000 | 0.545000 | NYSE Euronext Lisbon | 15,400,000 |
| 31-Dec-14 | - | - | - | - | 15,400,000 |
| Date | Type | Volume | Price (€) | Domingos José Vieira de Matos (imputation through LIVREFLUXO - SGPS, S.A.) Local |
Nº shares |
| 31-Dec-13 | - | - | - | - | 12,292,927 |
| 14-Aug-14 | Buy | 994 | 0.539000 | NYSE Euronext Lisbon | 12,293,921 |
| 14-Aug-14 | Buy | 1,336 | 0.539000 | NYSE Euronext Lisbon | 12,295,257 |
| 14-Aug-14 | Buy | 98,670 | 0.539000 | NYSE Euronext Lisbon | 12,393,927 |
| 14-Aug-14 | Buy | 1,330 | 0.539000 | NYSE Euronext Lisbon | 12,395,257 |
| 31-Dec-14 | - | - | - | - | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | |||||
| Date | Type | Volume | Price (€) | Local | Nº shares |
| 31-Dec-13 | - | - | - | - | 5,628,291 |
| 11-Feb-14 | Buy | 400,000 | 0.649000 | NYSE Euronext Lisbon | 6,028,291 |
| 12-Feb-14 | Buy | 600,000 | 0.647000 | NYSE Euronext Lisbon | 6,628,291 |
| 12-Feb-14 | Buy | 1,709 | 0.642000 | NYSE Euronext Lisbon | 6,630,000 |
| 12-Feb-14 | Buy | 5,008 | 0.645000 | NYSE Euronext Lisbon | 6,635,008 |
| 12-Feb-14 | Buy | 3,000 | 0.646000 | NYSE Euronext Lisbon | 6,638,008 |
| 12-Feb-14 | Buy | 5,864 | 0.646000 | NYSE Euronext Lisbon | 6,643,872 |
| 12-Feb-14 | Buy | 2,500 | 0.643000 | NYSE Euronext Lisbon | 6,646,372 |
| 12-Feb-14 | Buy | 700 | 0.643000 | NYSE Euronext Lisbon | 6,647,072 |
| 12-Feb-14 | Buy | 1,800 | 0.643000 | NYSE Euronext Lisbon | 6,648,872 |
| 12-Feb-14 | Buy | 700 | 0.643000 | NYSE Euronext Lisbon | 6,649,572 |
| 12-Feb-14 | Buy | 428 | 0.643000 | NYSE Euronext Lisbon | 6,650,000 |
| 13-Feb-14 | Buy | 448,500 | 0.640000 | NYSE Euronext Lisbon | 7,098,500 |
| 13-Feb-14 | Buy | 1,500 | 0.641000 | NYSE Euronext Lisbon | 7,100,000 |
| 1-Aug-14 | Buy | 1,773 | 0.510000 | NYSE Euronext Lisbon | 7,101,773 |
| 1-Aug-14 1-Aug-14 |
Buy Buy |
2,409 818 |
0.510000 0.510000 |
NYSE Euronext Lisbon NYSE Euronext Lisbon |
7,104,182 7,105,000 |
| 1-Aug-14 | Buy | 171 | 0.510000 | NYSE Euronext Lisbon | 7,105,171 |
| 1-Aug-14 | Buy | 3,531 | 0.510000 | NYSE Euronext Lisbon | 7,108,702 |
| 1-Aug-14 | Buy | 100 | 0.510000 | NYSE Euronext Lisbon | 7,108,802 |
| 1-Aug-14 | Buy | 1,369 | 0.510000 | NYSE Euronext Lisbon | 7,110,171 |
| 1-Aug-14 | Buy | 5,000 | 0.510000 | NYSE Euronext Lisbon | 7,115,171 |
| 1-Aug-14 | Buy | 5,000 | 0.510000 | NYSE Euronext Lisbon | 7,120,171 |
| 1-Aug-14 | Buy | 1,000 | 0.510000 | NYSE Euronext Lisbon | 7,121,171 |
| 1-Aug-14 | Buy | 5,000 | 0.510000 | NYSE Euronext Lisbon | 7,126,171 |
| 1-Aug-14 | Buy | 11,000 | 0.510000 | NYSE Euronext Lisbon | 7,137,171 |
| 1-Aug-14 | Buy | 5,000 | 0.510000 | NYSE Euronext Lisbon | 7,142,171 |
| 1-Aug-14 | Buy | 35,000 | 0.510000 | NYSE Euronext Lisbon | 7,177,171 |
| 1-Aug-14 | Buy | 2,203 | 0.510000 | NYSE Euronext Lisbon | 7,179,374 |
| 1-Aug-14 | Buy | 2,797 | 0.510000 | NYSE Euronext Lisbon | 7,182,171 |
| 1-Aug-14 | Buy | 17,829 | 0.510000 | NYSE Euronext Lisbon | 7,200,000 |
| 5-Aug-14 | Buy | 1,000 | 0.543000 | NYSE Euronext Lisbon | 7,201,000 |
| 5-Aug-14 | Buy | 26,965 | 0.543000 | NYSE Euronext Lisbon | 7,227,965 |
| 5-Aug-14 | Buy | 653 | 0.546000 | NYSE Euronext Lisbon | 7,228,618 |
| 5-Aug-14 | Buy | 4,000 | 0.547000 | NYSE Euronext Lisbon | 7,232,618 |
| 5-Aug-14 | Buy | 978 | 0.548000 | NYSE Euronext Lisbon | 7,233,596 |
| 5-Aug-14 | Buy | 5,800 | 0.549000 | NYSE Euronext Lisbon | 7,239,396 |
| 5-Aug-14 | Buy | 3,000 | 0.549000 | NYSE Euronext Lisbon | 7,242,396 |
| 5-Aug-14 | Buy | 3,000 | 0.549000 | NYSE Euronext Lisbon | 7,245,396 |
| 5-Aug-14 | Buy | 3,000 | 0.549000 | NYSE Euronext Lisbon | 7,248,396 |
| 5-Aug-14 | Buy | 1,604 | 0.549000 | NYSE Euronext Lisbon | 7,250,000 |
| 5-Aug-14 | Buy | 500 | 0.540000 | NYSE Euronext Lisbon | 7,250,500 |
| 5-Aug-14 | Buy | 12,703 | 0.540000 | NYSE Euronext Lisbon | 7,263,203 |
| 5-Aug-14 | Buy | 500 | 0.540000 | NYSE Euronext Lisbon | 7,263,703 |
| 5-Aug-14 | Buy | 5,500 | 0.540000 | NYSE Euronext Lisbon | 7,269,203 |
| 5-Aug-14 | Buy | 5,000 | 0.540000 | NYSE Euronext Lisbon | 7,274,203 |
| 5-Aug-14 | Buy | 500 | 0.540000 | NYSE Euronext Lisbon | 7,274,703 |
| 5-Aug-14 | Buy | 1,967 | 0.540000 | NYSE Euronext Lisbon | 7,276,670 |
| 5-Aug-14 | Buy | 4,580 | 0.540000 | NYSE Euronext Lisbon | 7,281,250 |
| 5-Aug-14 | Buy | 6,136 | 0.540000 | NYSE Euronext Lisbon | 7,287,386 |
| 6-Aug-14 | Buy Buy |
500 12,114 |
0.540000 0.540000 |
NYSE Euronext Lisbon | 7,287,886 7,300,000 |
| 6-Aug-14 | NYSE Euronext Lisbon |
Pedro Miguel Matos Borges de Oliveira Date Type Volume Price (€) Local Nº shares 2-Sep-14 Buy 8,773 0.545000 NYSE Euronext Lisbon 7,308,773 2-Sep-14 Buy 308 0.549000 NYSE Euronext Lisbon 7,309,081 2-Sep-14 Buy 10,000 0.550000 NYSE Euronext Lisbon 7,319,081 2-Sep-14 Buy 8,500 0.550000 NYSE Euronext Lisbon 7,327,581 2-Sep-14 Buy 6,402 0.550000 NYSE Euronext Lisbon 7,333,983 2-Sep-14 Buy 6,402 0.550000 NYSE Euronext Lisbon 7,340,385 2-Sep-14 Buy 9,615 0.550000 NYSE Euronext Lisbon 7,350,000 2-Sep-14 Buy 3,022 0.550000 NYSE Euronext Lisbon 7,353,022 2-Sep-14 Buy 10,434 0.550000 NYSE Euronext Lisbon 7,363,456 2-Sep-14 Buy 4,180 0.550000 NYSE Euronext Lisbon 7,367,636 2-Sep-14 Buy 3,845 0.550000 NYSE Euronext Lisbon 7,371,481 2-Sep-14 Buy 3,519 0.550000 NYSE Euronext Lisbon 7,375,000 2-Sep-14 Buy 1,000 0.546000 NYSE Euronext Lisbon 7,376,000 2-Sep-14 Buy 17 0.546000 NYSE Euronext Lisbon 7,376,017 2-Sep-14 Buy 3,821 0.550000 NYSE Euronext Lisbon 7,379,838 2-Sep-14 Buy 3,864 0.550000 NYSE Euronext Lisbon 7,383,702 2-Sep-14 Buy 3,697 0.550000 NYSE Euronext Lisbon 7,387,399 2-Sep-14 Buy 13,618 0.550000 NYSE Euronext Lisbon 7,401,017 2-Sep-14 Buy 2,844 0.550000 NYSE Euronext Lisbon 7,403,861 2-Sep-14 Buy 3,354 0.550000 NYSE Euronext Lisbon 7,407,215 2-Sep-14 Buy 3,270 0.550000 NYSE Euronext Lisbon 7,410,485 2-Sep-14 Buy 15,532 0.550000 NYSE Euronext Lisbon 7,426,017 2-Sep-14 Buy 1,000 0.546000 NYSE Euronext Lisbon 7,427,017 2-Sep-14 Buy 452 0.546000 NYSE Euronext Lisbon 7,427,469 2-Sep-14 Buy 2,422 0.550000 NYSE Euronext Lisbon 7,429,891 2-Sep-14 Buy 7,386 0.550000 NYSE Euronext Lisbon 7,437,277 2-Sep-14 Buy 947 0.550000 NYSE Euronext Lisbon 7,438,224 2-Sep-14 Buy 2,888 0.550000 NYSE Euronext Lisbon 7,441,112 2-Sep-14 Buy 2,846 0.550000 NYSE Euronext Lisbon 7,443,958 2-Sep-14 Buy 8,511 0.550000 NYSE Euronext Lisbon 7,452,469 2-Sep-14 Buy 5,064 0.550000 NYSE Euronext Lisbon 7,457,533 2-Sep-14 Buy 2,681 0.550000 NYSE Euronext Lisbon 7,460,214 2-Sep-14 Buy 1,000 0.550000 NYSE Euronext Lisbon 7,461,214 2-Sep-14 Buy 38,786 0.550000 NYSE Euronext Lisbon 7,500,000 3-Sep-14 Buy 1,000 0.545000 NYSE Euronext Lisbon 7,501,000 4-Sep-14 Buy 5,581 0.550000 NYSE Euronext Lisbon 7,506,581 4-Sep-14 Buy 10,468 0.550000 NYSE Euronext Lisbon 7,517,049 4-Sep-14 Buy 7,224 0.550000 NYSE Euronext Lisbon 7,524,273 4-Sep-14 Buy 25,727 0.550000 NYSE Euronext Lisbon 7,550,000 8-Sep-14 Buy 10,000 0.565000 NYSE Euronext Lisbon 7,560,000 8-Sep-14 Buy 3,661 0.565000 NYSE Euronext Lisbon 7,563,661 8-Sep-14 Buy 11,000 0.565000 NYSE Euronext Lisbon 7,574,661 8-Sep-14 Buy 339 0.565000 NYSE Euronext Lisbon 7,575,000 8-Sep-14 Buy 1,000 0.560000 NYSE Euronext Lisbon 7,576,000 8-Sep-14 Buy 1,407 0.560000 NYSE Euronext Lisbon 7,577,407 8-Sep-14 Buy 3,698 0.565000 NYSE Euronext Lisbon 7,581,105 8-Sep-14 Buy 1,037 0.565000 NYSE Euronext Lisbon 7,582,142 8-Sep-14 Buy 2,642 0.565000 NYSE Euronext Lisbon 7,584,784 8-Sep-14 Buy 1,983 0.565000 NYSE Euronext Lisbon 7,586,767 8-Sep-14 Buy 630 0.565000 NYSE Euronext Lisbon 7,587,397 8-Sep-14 Buy 10,000 0.560000 NYSE Euronext Lisbon 7,597,397 8-Sep-14 Buy 6,000 0.560000 NYSE Euronext Lisbon 7,603,397 8-Sep-14 Buy 4,370 0.560000 NYSE Euronext Lisbon 7,607,767 8-Sep-14 Buy 1,593 0.560000 NYSE Euronext Lisbon 7,609,360 8-Sep-14 Buy 4,665 0.560000 NYSE Euronext Lisbon 7,614,025 8-Sep-14 Buy 1,725 0.560000 NYSE Euronext Lisbon 7,615,750 8-Sep-14 Buy 3,610 0.560000 NYSE Euronext Lisbon 7,619,360 8-Sep-14 Buy 25,000 0.560000 NYSE Euronext Lisbon 7,644,360 8-Sep-14 Buy 7,594 0.560000 NYSE Euronext Lisbon 7,651,954 8-Sep-14 Buy 1,716 0.560000 NYSE Euronext Lisbon 7,653,670 8-Sep-14 Buy 15,500 0.560000 NYSE Euronext Lisbon 7,669,170 8-Sep-14 Buy 190 0.560000 NYSE Euronext Lisbon 7,669,360 8-Sep-14 Buy 9,806 0.560000 NYSE Euronext Lisbon 7,679,166 8-Sep-14 Buy 15,194 0.560000 NYSE Euronext Lisbon 7,694,360 8-Sep-14 Buy 25,000 0.560000 NYSE Euronext Lisbon 7,719,360 31-Dec-14 - - - - 7,719,360
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| NON CURRENT ASSETS: Tangible fixed assets 7 5,883,466 7,177,531 Goodw ill 6 89,316,685 90,952,056 Intangible assets 8 489,077 634,187 Investments in associated companies 4 3,860,407 3,798,159 Investments available for sale 4 29,498 8,570 Investments measured at fair value through profit and loss 9 5,482 271 Other non current debtors 9 and 14 350,000 350,000 Deferred tax assets 10 2,578,268 4,697,703 102,512,883 107,618,477 Total non current assets CURRENT ASSETS: Inventories 11 1,872,891 2,251,126 Customers 9 and 12 9,088,161 9,410,134 State and other public entities 9 and 13 945,464 1,249,509 Other current debtors 9 and 14 312,548 513,568 Other current assets 9 and 15 7,115,217 5,831,472 Cash and cash equivalents 9 and 16 12,658,992 10,316,267 Total current assets 31,993,273 29,572,076 134,506,156 137,190,553 TOTAL ASSETS EQUITY AND LIABILITIES SHAREHOLDERS' FUNDS: Share capital 17 25,641,459 25,641,459 Share premium 17 15,874,835 15,874,835 Legal reserve 5,409,144 17 5,409,144 Other reserves (32,913,647) (34,335,639) Consolidated net profit for the year attributable to equity holder of the parent company 6,173,887 4,681,002 Equity attributable to equity holder of the parent company 20,185,678 17,270,801 Non-controlling interests 90,981 767,940 TOTAL EQUITY 20,276,659 18,038,741 LIABILITIES: NON CURRENT LIABILITIES: Bank loans 9 and 18 - 9,000,000 Other long-term loans 9 and 18 49,274,676 49,041,611 Pension liabilities 19 - 459,894 Other non current creditors 9, 20 and 24 45,080 35,756 Provisions 21 10,320,480 8,502,480 59,640,236 67,039,741 Total non current liabilities CURRENT LIABILITIES: Bank loans 9, 16 and 18 4,732,462 7,007,465 Other short-term loans 9 and 18 23,496,752 17,900,832 Derivative financial instruments 9 and 22 - 495,474 Suppliers 9 and 23 9,158,181 8,302,428 State and other public entities 9 and 13 3,065,338 2,546,957 Other current creditors 9, 20 and 24 5,346,958 5,360,647 Other current liabilities 9 and 25 8,789,570 10,498,268 Total current liabilities 54,589,261 52,112,071 TOTAL LIABILITIES 114,229,497 119,151,812 134,506,156 137,190,553 TOTAL EQUITY AND LIABILITIES |
ASSETS | Notes | 31.12.2014 | 31.12.2013 |
|---|---|---|---|---|
The accompanying Notes form an integral part of the consolidated financial statements.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 35) (Amounts expressed in Euro)
| Notes | 31.12.2014 | 31.12.2013 | ||
|---|---|---|---|---|
| Sales | 26 and 28 | 54,421,864 | 56,559,002 | |
| Services rendered | 26 and 28 | 36,709,582 | 34,833,079 | |
| Other income | 26 | 14,946,028 | 16,266,989 | |
| Cost of sales | 11 | (14,762,440) | (15,444,816) | |
| External supplies and services | (41,147,108) | (42,166,788) | ||
| Payroll expenses | (31,646,404) | (32,373,541) | ||
| Amortisation and depreciation | 7 and 8 | (2,926,813) | (3,872,455) | |
| Provisions and impairment losses | 21 | (1,964,402) | (1,401,768) | |
| Other expenses | (313,924) | (44,579) | ||
| Financial expenses | 27 | (4,443,297) | (3,845,833) | |
| Financial income | 27 | 1,019,254 | 582,761 | |
| Profit before income tax | 9,892,340 | 9,092,051 | ||
| Income tax | 10 | (3,643,963) | (4,290,533) | |
| Net profit for the year | 6,248,377 | 4,801,518 | ||
| Attributable to: | ||||
| Shareholders' of the Parent Company | 6,173,887 | 4,681,002 | ||
| Non-controlling interests | 74,490 | 120,516 | ||
| Earnings per share | ||||
| Basic | 30 | 0.06 | 0.05 | |
| Diluted | 30 | 0.06 | 0.05 |
The accompanying Notes form an integral part of the consolidated financial statements.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 35) (Amounts expressed in Euro)
| Notes | 31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| Net consolidated profit for the year | 6,248,377 | 4,801,518 | |
| Other comprehensive income: | |||
| Items that w ill be reclassified to net income: | |||
| Exchange differences on translation of foreign operations | 12,914 | (478,248) | |
| Variation in fair value of cash flow hedge derivative instruments | 10 and 22 | 277,111 | 359,410 |
| Total comprehensive income for the year | 6,538,402 | 4,682,680 | |
| Attributable to: | |||
| Shareholders' of the Parent Company | 6,463,912 | 4,562,164 | |
| Non-controlling interests | 74,490 | 120,516 |
The accompanying Notes form an integral part of the consolidated financial statements.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The accompanying Notes form an integral part of the consolidated financial statements.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 35) (Amounts expressed in Euro)
| Notes | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Operating activities: | ||||||
| Collections from customers | 110,203,926 | 109,301,097 | ||||
| Payments to suppliers | (61,311,145) | (61,953,275) | ||||
| Payments to personnel | (32,438,879) | (34,598,705) | ||||
| Other collections/payments relating to operating activities | (1,012,658) | (1,494,918) | ||||
| Corporate Income Tax | 1,035,730 | 16,476,975 | (1,782,114) | 9,472,085 | ||
| Cash flow from operating activities (1) | 16,476,975 | 9,472,085 | ||||
| Investment activities: | ||||||
| Collections relating to: | ||||||
| Loans granted | - | 327,319 | ||||
| Tangible fixed assets | - | 379,797 | ||||
| Interest and similar income | 206,589 | 172,534 | ||||
| Dividends | 16 | 420,000 | 626,589 | 100,000 | 979,650 | |
| Payments relating to: | ||||||
| Financial investments | 16 | (1,675,000) | (270,000) | |||
| Intangible assets | (502,077) | (819,371) | ||||
| Tangible fixed assets | (1,344,205) | (3,521,282) | (3,213,147) | (4,302,518) | ||
| Cash flow from investment activities (2) | (2,894,693) | (3,322,868) | ||||
| Financing activities: | ||||||
| Collections relating to: | ||||||
| Loans obtained | 7,000,000 | 7,000,000 | 55,000,000 | 55,000,000 | ||
| Payments relating to: | ||||||
| Lease contracts amortization | (491,903) | (925,973) | ||||
| Interest and similar costs | (4,234,346) | (4,503,731) | ||||
| Dividends | 31 | (1,025,658) | (1,025,658) | |||
| Loans obtained | (14,350,000) | (20,101,907) | (56,250,000) | (62,705,362) | ||
| Cash flow from financing activities (3) | (13,101,907) | (7,705,362) | ||||
| Cash and cash equivalents at the beginning of the year | 7,446,155 | 9,002,300 | ||||
| Cash and cash equivalents variation: (1)+(2)+(3) | 480,375 | (1,556,145) | ||||
| Cash and cash equivalents at the end of the year | 16 | 7,926,530 | 7,446,155 |
The accompanying Notes form an integral part of the consolidated financial statements.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company") is a public capital company, with headquarters located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange ("NYSE Euronext Lisbon"). Cofina is the Parent company of a group of companies detailed in Note 4, commonly designated as Cofina Group, and its main activity is the management of investments in the Media sector (written press).
Cofina Group owns headings of reference in the respective segments, editing titles like newspapers "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado", "TV Guia" and "Flash!", among others.
During the year ended as of 31 December 2014, Cofina Group developed its activity mainly in Portugal, having also some interests in Brazil, through the investments in the associated company Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina´s consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as such, considered its functional currency. The operations of the foreign group companies whose functional currency is not the Euro are included in the consolidated financial statements in accordance with the policy established in Note 2.2.d).
The basis of presentation and main accounting policies adopted in the preparation of the consolidated financial statements are as follows:
The accompanying consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation, maintained in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union for financial years started as from 1 January 2014. These standards include the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards ("IAS") issued by the International Accounting Standards Committee ("IASC") and respective interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") and by the Standing Interpretations Committee ("SIC"), as adopted by the European Union. The standards and interpretations mentioned above will generally be presented as "IAS/IFRS".
The Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Report".
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application for the first time in the financial year ended as of 31 December 2014:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|
|---|---|---|
| IFRS 10 - Consolidated Financial Statements |
1-Jan-14 | This standard is to establish requirements for the presentation of consolidated financial statements by the parent company, replacing, in these respects, IAS 27 - Consolidated and Separate Financial Statements and SIC 12 - Consolidation - Special Purpose Entities. This standard also introduces new rules concerning the definition of control and the determination of the scope of consolidation. |
| IFRS 11 - Joint Arrangements | 1-Jan-14 | This standard replaces IAS 31 - joint Ventures and SIC 13 - Jointly Controlled Entities - Non-Monetary Contributions by Ventures and eliminates the possibility of using the proportional consolidation method in accounting for interests in joint ventures. |
| IFRS 12 – Disclosure of Interests in other entities |
1-Jan-14 | This standard establishes a new set of disclosures relating to investments in subsidiaries, joint arrangements, associates and unconsolidated entities. |
| IAS 27 – Separate Financial Statements (2011) |
1-Jan-14 | This amendment restricts the scope of IAS 27 to the separate financial statements. |
| IAS 28 – Investments in Associates and joint ventures (2011) |
1-Jan-14 | This amendment aims to ensure consistency between IAS 28 - Investments in Associates and new standards adopted, in particular IFRS 11 - Joint Arrangements. |
| Amendments: IFRS 10 - Consolidated Financial Statements; IFRS 12 - Disclosure of Interests in other entities (Investment activities) |
1-Jan-14 | This amendment introduces an exemption from consolidation for certain entities that meet the definition of investment entity. It also determines rules for measurement of investments held by these investment entities. |
| IAS 32 (Amendment) - Offsetting |
1-Jan-14 | This amendment clarifies certain aspects of the standard |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| Financial Assets and Financial Liabilities | due to the diversity of requirements in applying for compensation. |
|
|---|---|---|
| IAS 36 (Amendment) – Impairment (Recoverable Amount disclosures for |
1-Jan-14 | |
| non-financial assets) | This amendment eliminates the disclosure requirements of the recoverable amount of a cash-generating unit like goodwill or intangible assets with indefinite useful lives allocated to periods where it was not recorded any impairment loss or reversal of impairment. Introduces additional disclosure requirements for assets for which it was recorded an impairment loss or reversal of impairment and the recoverable amount of these has been determined based on fair value less costs to sell. |
|
| IAS 39 (Amendment) - Financial Instruments: Recognition and Measurement (Novation of Derivatives and Continuation of Hedge Accounting) |
1-Jan-14 | This amendment allows, in certain circumstances, the continuation of hedge accounting when a derivative designated as a hedging instrument is overhauled. |
| IFRIC 21 - Levies | 1-Jan-14 | This interpretation establishes the conditions regarding the timing of recognition of a liability related with a levy imposed by a government in result of a determined event (for example the participation in a certain market) in cases that payment has, as counterpart specified goods or services. |
The effect in the consolidated financial statements of the Group for the year ended as of 31 December 2014, due to the adoption of the standards, interpretations, amendments and revisions mentioned above has not been significant.
2 – Standards, interpretations, amendments and revisions with mandatory application in future years
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The following standards, interpretations, amendments and revisions, with mandatory application in future years, were, until the approval date of the accompanying financial statements, endorsed by the European Union:
| Standard | Effective date (annual periods beginning on or after) |
|
|---|---|---|
| Improvements to the International Financial Reporting Standards (2011- 2013) |
1-Jan-15 | These improvements involve the clarification of some aspects of IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 3 - Business Combinations, IFRS 13 - Fair Value Measurement and IAS 40 - Investment Properties. |
The following standards, interpretations, amendments and revisions with mandatory application in future years, have not yet been endorsed by the European Union at the date of approval of these financial statements:
Standard IFRS 9 - Financial Instruments (2009) and subsequent amendments This amendment in inserted in the IAS 39 revision project and establishes the requirements for the classification and measurement of financial assets and liabilities and for the application of hedge accounting rules. IFRS 14 – Regulatory Deferral Accounts This standard establishes the reporting requirements, by entities who first adopt IFRS / IAS applicable to regulatory deferral accounts. IFRS 15 – Revenue from Contracts with Costumers This standard introduces a revenue recognition structure based on principles and based on a model to be applied to all contracts entered into with customers. IFRS 11 – Joint Arrangements This amendment clarifies the IFRS 3 and should be applied when an investor acquires an interest in a jointly controlled entity when it is a business as defined by this standard. The application of IFRS 3 is required in the acquisition of the initial interest and subsequent acquisition of interests. Amendments: IAS 16 - Property, Plant and Equipment; IAS 38 - Intangible Assets. The amendments clarify which methods of depreciation of tangible fixed assets and intangible assets that are allowed. Amendments: IAS 16 - Property, Plant and These amendments establish that biological assets that fall within the definition of that bearer plants (eg vineyards, fruit trees, etc.) should be recorded as tangible
fixed assets.
Equipment;
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
IAS 41 - Agriculture.
| IAS 19 –Employee Benefits |
This amendment clarifies the circumstances under which employee contribution for |
|---|---|
| (Amendment) | post-employment benefit plans are a reduction in the cost of short-term benefits. |
| Amendments to IFRS 10 - Consolidated | These amendments delete an existing conflict between the standards, related to the sale or contribution of assets between the investor and the associate or jointly controlled entity. |
| Financial Statements and IAS 28 - | |
| Investments in Associates | This amendment introduces the possibility of applying the equity method in the valuation of investments in subsidiaries, associates and jointly controlled entities in |
| IAS 27 – Separate Financial Statements (2011) - Amendment |
the separate financial statements of an entity that presents consolidated financial statements. |
| These amendments include the clarification of various aspects related to the application of the exception of consolidation by investment entities. |
|
| Amendments to IFRS 10 - Consolidated Financial Statements, IFRS 12 - Disclosure of interests in other entities, and IAS 28 - Investments in associates and joint ventures (2011) |
This amendment introduces a set of instructions and guidelines to improve and simplify the disclosures in the context of current IFRS reporting requirements. |
| Amendment - IAS 1 – Presentation of Financial Statements (Disclosures) |
These improvements involve the review of several standards. |
| Improvements to International Financial Reporting Standards (cycles 2010-2012 and 2012-2014) |
These standards have not yet been approved ("endorsed") by the European Union and, as such, were not adopted by the Group for the year ended as of December 31 2014.
The accounting policies and measurement criteria adopted by the Group as of 31 December 2014 are consistent with those used in the preparation of the consolidated financial statements as of 31 December 2013.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Board of Directors adopted certain assumptions and estimates that affect the reported assets and liabilities, as well as the income and expenses in relation to the reported periods. All the estimates and assumptions made by the Board of Directors were made on the basis of its better existing knowledge, with reference to the date of approval of the financial statements, of the events and transactions in progress.
The accompanying consolidated financial statements have been prepared for appreciation and approval by the General Shareholders Meeting. The Group's Board of Directors believes that they will be approved without changes.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The consolidation policies adopted by the Group in the preparation of the consolidated financial statements are as follows:
Investments in companies in which the Group owns, directly or indirectly, more than 50% of the voting rights at the Shareholders' General Meeting and is able to control the financial and operating policies so as to benefit from its activities (definition of control normally used by the Group), are included in the consolidated financial statements by the full consolidation method. Equity and net profit attributable to minority shareholders are shown separately, under the caption "Non-controlling interests", in the consolidated balance sheet and in the consolidated statement of profit and loss. Companies included in the consolidated financial statements by the full consolidation method are listed in Note 4.
When losses attributable to the non-controlling interests exceed the non-controlling interest in the equity of the subsidiary, the excess and any further losses attributable to the non-controlling interests are charged against the majority interests, except to the extent that the non-controlling shareholders have a binding obligation and are able to cover such losses. If the subsidiary subsequently reports profits, such profits are allocated to the majority interests until the minority's share of losses previously absorbed by the Group has been recovered.
In business combinations occurred after the date of transition to the International Financial Reporting Standards as adopted by the European Union – IFRS (1 January 2004), the assets and liabilities of each subsidiary are measured at fair value at the date of acquisition in accordance with IFRS 3 - "Business Combinations", with this measurement able to be concluded until 12 months after acquisition date. Any excess on the cost of acquisition over the fair value of the identifiable net assets acquired (including contingent liabilities) is recognised as goodwill. Any excess of the fair value of the identifiable net assets and liabilities acquired over its cost is recognised as an income in the profit and loss statement of the period of acquisition, after reassessment of the estimated fair value attributed to the net assets acquired. Non-controlling interests are presented according to their share in the fair value of the acquired identifiable assets and liabilities.
The results of subsidiaries acquired or disposed during the period are included in the consolidated statement of profit and loss from the effective date of acquisition or up to the effective date of disposal, respectively.
Adjustments to the financial statements of Group companies are performed, whenever necessary, in order to adapt its accounting policies to those used by the Group. All intercompany transactions, balances and distributed dividends are eliminated during the consolidation process.
Whenever the Group has, in substance, control over other entities created for a specific purpose ("Special Purpose Entities" – SPE's), even if no share capital interest is directly held in those entities, these are consolidated by the full consolidation method. As of 31 December 2014, these types of entities did not exist in the consolidated financial statements.
Investments in associated companies (companies where the Group has significant influence but has no control over the financial and operating decisions - usually corresponding to holdings between 20% and 50% in a company's share capital)
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
are accounted for in accordance with the equity method.
According to the equity method, the investments in associated companies are initially recorded at acquisition cost, which is adjusted proportionally to the Group's corresponding share capital, as at the acquisition date or as at the date of the first adoption of the equity method. On a yearly basis, investments are subsequently adjusted in accordance with the Group's participation in the associated company's net result. Additionally, the dividends of the subsidiary are recorded as a reduction in the investment's book value, and the Group's proportion in the changes occurred in the associated company's equity are recorded as a change in the Group's equity.
Any excess of the cost of acquisition over the Group's share in the fair value of the identifiable net assets acquired is recognised as goodwill, which is included in the caption "Investments in associated companies". If that difference is negative, it is recorded as a gain in the caption "Gains and losses in associated companies" after reassessment of the fair value of the identifiable assets and liabilities acquired.
An evaluation of investments held (and loans conceded) in associated companies is performed whenever there are signs of impairment in those investments. Impairment losses are recorded in the statement of profit and loss for the period in the caption "Gains and losses in associated companies". When those losses recorded in previous periods are no longer applicable, they are reverted in the statement of profit and loss for the period.
When the Group's share of losses in the associated company exceeds the investment's book value, the investment is recorded at null value, except to the extent of the Group's commitments to the associate. In such case, the Group records a provision to cover those commitments.
Unrealised gains arising from transactions with associated companies are eliminated proportionally to the extent of the Group's interest in the associated company against the investment held. Unrealised losses are also eliminated, but only to the extent that there is no evidence of impairment of the transferred asset.
The financial investments in associated companies are detailed in Note 4.
The difference between the acquisition cost of financial investments in Group companies (subsidiaries), added by the amount of the non-controlling interests, and the attributable amount to the fair value of the identifiable assets and liabilities of those companies, as of the acquisition date, when positive, is recorded under the caption "Goodwill" and, when negative, after reassessing its computation, is directly recorded in the statement of income. The differences between the acquisition cost of financial investments in associated companies and in jointly controlled entities and the amount attributable to the fair value of the identifiable assets and liabilities of those companies, as of the acquisition date, when positive, are maintained in the caption "Investments in associated companies" and, when negative, after a reassessment of its computation, are directly recorded in the statement of income.
Additionally, the excess of the cost of acquisition of investments in foreign companies over the fair value of their identifiable assets and liabilities as at the date of acquisition is calculated using the local currency of each of those companies. Translation to the Group's currency (Euro) is performed using the exchange rate as at the balance sheet date. Exchange rate differences arising from this translation are recorded under the equity caption "Conversion reserves", included in the equity caption "Other reserves".
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Goodwill arising from acquisitions made prior to the date of transition to IFRS (1 January 2004) is stated using the carrying amounts in accordance with generally accepted accounting principles in Portugal as of that date, and was then subject to impairment tests. The impact of these adjustments was recorded in the caption "Retained earnings", in accordance with IFRS 1. Goodwill arising from the acquisition of foreign companies was recomputed retrospectively using the local currency of each subsidiary.
Cofina Group, on a transaction by transaction basis (for each business combination), will opt to measure any non-controlling interest in the acquired company either at fair value or by the proportional part of the non-controlling interest of the identifiable net assets of the acquired company. Until 1 January 2010, non-controlling interests were measured exclusively in accordance with the proportion of the fair value of the assets and liabilities acquired.
The amount of contingent future payments is recognised as a liability as at the date of the business combination in accordance with its fair value. Any change to the initially recognised amount is recorded against goodwill, but only if it occurs within the measurement period (12 months after acquisition date) and if it relates with events before the acquisition date. In any other situation, these changes are recorded against the income statement.
Transactions involving acquisitions or disposals of interests in already controlled entities, as long as they do not represent loss of control, are treated as transactions between shareholders, thus only affecting equity captions, without any impact in goodwill or results.
Whenever a disposal transaction determines a loss of control, all assets and liabilities of the entity should be derecognized, and any remaining interest in the disposed entity should be re-measured at fair value, being the resulting loss or gain recorded in the income statement.
Goodwill is not amortised, but is subject to impairment tests on an annual basis. The recoverable amounts of cash generating units are determined based on the estimation of its value in use. The recovery amount is estimated to individual assets or, if not possible, for the cash-generating unit to which the asset belongs. These estimations require the use of assumptions based on estimates of future circumstances, which may be different from the expected outcomes. Impairment losses identified in the period are recorded in the statement of profit and loss under the caption "Provisions and impairment losses", and may not be reversed.
Assets and liabilities in the financial statements of foreign entities are translated to Euro using the exchange rates in force at the balance sheet date. Profit and loss and cash flows are converted to Euro using the average exchange rate for the period. The resulting exchange rate differences are recorded in equity captions.
Goodwill and adjustments to the fair value arising from the acquisition of foreign subsidiaries are recorded as assets and liabilities of those companies and translated to Euro at the balance sheet date exchange rate.
Whenever a foreign company is disposed, the accumulated exchange rate differences are recorded in the statement of profit and loss as a gain or loss associated with the disposal.
Exchange rates used in the translation of foreign group associated companies are listed below:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Year end | Year average |
Year end | Year average |
|
| Brazilian Real | 0.3105 | 0.3204 | 0.3070 | 0.3513 |
The main accounting policies used by Cofina Group in the preparation of its consolidated financial statements are as follows:
Intangible assets are recorded at cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognised if it is likely that future economic benefits will flow to the Group, are controlled by the Group and if its cost can be reliably measured.
Research costs incurred with new technical knowledge are recognised in the statement of profit and loss when incurred.
Development costs are recognised as an intangible asset if the Group has proven technical feasibility and ability to finish the development and to sell/use such assets and it is likely that those assets will generate future economic benefits. Development costs which do not fulfil these conditions are recorded as an expense in the period in which they are incurred.
Internal costs related with maintenance and development of software are recorded as expenses in the statement of profit and loss for the period in which they are incurred, except when these costs are directly attributable to projects for which the existence of future economic benefits is likely. Being this the case, they are capitalized as intangible assets.
Amortisation is calculated on a straight line basis, as from the date the asset is first used, over its expected useful life (usually 3 to 5 years).
Tangible assets acquired until 1 January 2004 (IFRS transition date), are recorded at their respective deemed cost, which corresponds to its acquisition cost, or its acquisition cost restated in accordance with generally accepted accounting principles in Portugal until that date, net of accumulated amortization and accumulated impairment losses.
Tangible assets acquired after that date are recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, as from the date the asset is available for use, over the expected useful life for each group of assets.
The depreciation rates used correspond to the following estimated useful lives:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| 10 |
|---|
| 2 to 15 |
| 2 to 10 |
| 2 to 10 |
| 3 to 10 |
Maintenance and repair costs related to tangible assets which do not increase the useful life or result in significant benefits or improvements in tangible fixed assets are recorded as expenses in the period they are incurred.
Tangible assets in progress correspond to fixed assets still in construction and are stated at acquisition cost, net of impairment losses. These assets are depreciated from the date they are concluded or ready to be used.
Gains or losses arising from the sale or disposal of tangible assets are calculated as the difference between the selling price and the asset's net book value as at the date of its sale/disposal, and are recorded in the statement of profit and loss under the captions "Other income" or "Other expenses", respectively.
Lease contracts are classified as (i) a financial lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
Tangible fixed assets acquired under financial lease contracts and the corresponding liabilities are recorded in accordance with the financial method. Under this method, the cost of the fixed assets and the corresponding liability are reflected in the statement of financial position. In addition, interests included in the lease instalments and depreciation of the fixed assets, calculated as explained in Note 2.3.b), are recorded in the statement of profit and loss of the period to which they apply.
Classifying a lease as financial or as operational depends on the substance of the transaction rather than on the form of the contract.
The operational lease instalments on assets acquired under long-term rental contracts are recognised in full as expenses in the period to which they refer to.
Assets are assessed for impairment at each balance sheet date and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the statement of profit and loss under the caption "Provisions and impairment losses".
The recoverable amount is the higher of an asset's net selling price and its value of use. The net selling price is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of the disposal. The value of use is the present value of estimated future cash flows expected to arise from the continued use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if not possible, for the cash-generating unit
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Reversal of impairment losses recognised in prior years is recorded when the Company concludes that the impairment losses previously recognised for the asset no longer exist or have decreased. The reversal is recorded in the statement of profit and loss as "Other income". However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount that would have been determined (net of depreciation and amortisation) had no impairment loss been recognised for that asset in prior years.
Borrowing costs (interests) related with loans obtained are usually recognised as expenses in the statement of profit and loss for the period in which they are incurred, on an accrual basis.
When the Company becomes part of a loan agreement to specifically finance capital assets, the corresponding interests are capitalized, being part of the cost of the asset. The capitalization of these interests starts after the beginning of the preparation of the activities of construction, and ceases when the asset is ready for use or in case the project is suspended.
Raw, subsidiary and consumable materials are stated at average acquisition cost, deducted from quantity discounts (rappel) granted by suppliers, which is lower than its market value.
Differences between the cost and the net realisable value of inventories, if negative, are shown as operating expenses under the caption "Provisions and impairment losses".
Provisions are recognised when, and only when, (i) the Group has an obligation (legal or constructive) arising from a past event, (ii) it is probable that an outflow of resources will be required to settle the obligation, and (iii) a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at each balance sheet date to reflect the best estimate of the Board of Directors as of that date.
Restructuring provisions are recorded by the Group whenever a formal and detailed restructuring plan exists and has been communicated to the affected parties.
When a provision is computed taking into consideration the cash flows necessary to eliminate such obligation, it is recorded by its net present value.
Whenever there are commitments to provide pension complements to employees retiring due to age or disability, the Group Companies record provisions to face such commitments, based in actuarial calculations prepared by specialized entities. These actuarial liabilities are calculated in accordance with the "Projected Unit Credit" method, using the actuarial financial assumptions considered to be the most adequate. As of 31 December 2014 there are no commitments associated with
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
pension complements to employees or former employees (Note 20).
i) Investments
Investments held by the Group are classified in the following categories:
Investments are initially measured at their acquisition cost, which is the fair value of the price paid, including transaction costs, if related with held to maturity and available for sale investments.
Investments available for sale and investments measured at fair value through profit and loss are subsequently measured at fair value by reference to its market value at the balance sheet date, without any deduction for transaction costs which may be incurred until its sale. Investments in equity instruments which are not listed on a stock exchange market and whose fair value cannot be reliably measured are stated at cost net of impairment losses. Investments held to maturity are recorded at amortised cost, using the effective interest method.
Gains or losses arising from a change in the fair value of available for sale investments are recognised under the equity caption "Fair value reserves" included in the caption "Other reserves", until the investment is sold or disposed, or until it is determined to be impaired, at which time the cumulative loss previously recognised in equity is transferred to profit or loss captions.
All purchases and sales of investments are recorded on its trade date, independently of the settlement date.
The debts from customers and other debtors are recorded at their nominal amount and presented in the
consolidated statement of financial position deduced from impairment losses recognised in the caption "Accumulated impairment losses", in order to reflect their net realizable value. The accounts receivable, when current, do not include interests given the immaterial impact of discounting the cash flows.
Impairment losses are recorded following events that indicate, objectively and in a quantifiable manner, that the whole or part of the balance in debt will not be received. For such, each company takes into consideration market information that demonstrates that:
The recognized impairment losses correspond to the difference between the carrying amount of the accounts receivable and the present value of estimated future cash flows, discounted at the original effective interest rate that, in the cases where a receipt is expected in time period shorter than one year, is considered null as the effect of the discount was considered immaterial.
iii) Loans
Loans are recorded as liabilities at the respective nominal value net of up-front fees and commissions directly related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the statement of profit and loss on an accrual basis.
Assets and liabilities are compensated and presented by their net amount as long as there is the right for compulsory fulfilment of their compensation and the Board of Directors intends to realise them on a net basis or realise the asset and simultaneously settle the liability.
iv) Accounts payable
Non-interest bearing accounts payable are stated at their nominal value, which is roughly equivalent to their fair value.
The Group may use derivative instruments to manage its exposure to financial risks. Derivative instruments are only used for hedge accounting purposes. Derivative instruments are not used for speculation purposes.
The criteria used by the Group to classify the derivative instruments as cash flow hedges are as follows:
At the inception of the hedge and in subsequent periods, the hedge is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk during the period for which the hedge is designated;
Hedge effectiveness can be reliably measured;
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Cash flow hedges are initially recorded at cost, if any, and subsequently revaluated at their fair value. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are deferred in equity in the caption "Hedging reserves", included in the caption "Other reserves". The gain or loss relating to the ineffective portion is recognized immediately in the income statement, when calculated.
In cases when the derivative instruments do not comply with the above mentioned requirements to be considered as a cash-flow hedge, although initially engaged for that purpose, the changes in its fair value are recognized directly in the profit and loss statement.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised. When a hedging instrument no longer qualifies for hedge accounting, the cumulative gain or loss that was deferred in equity is transferred immediately to the profit and loss of the year and the subsequent revaluations of the derivative are recorded in the income statement, or added to the carrying amount of the hedged asset. Subsequent revaluations are recorded directly in the income statement.
In the case of derivatives embedded in other financial instruments or contracts, these are treated as separate derivatives when the risks and characteristics are not closely related with the host contracts and when the contracts are not reflected by its fair value with unrealised gains and losses recognised in the income statement.
Financial liabilities and equity instruments are classified and accounted for based upon its contractual substance, regardless of its legal form. Equity instruments are those that represent a residual interest upon the Group's net assets and are recorded by the amount received, net of the costs incurred with its issuance.
vii) Own shares
Own shares are recorded at acquisition cost as a deduction to equity. Gains and losses arising on its sale are recorded in the equity caption "Other reserves".
Cash and cash equivalents include cash on hand, cash at banks on demand and term deposits and other treasury applications which reach its maturity within less than three months and may be mobilized without significant risk of change in value.
For purposes of the consolidated statement of cash flows, "Cash and cash equivalents" caption also includes bank overdrafts, which are included in the balance sheet caption "Bank loans".
Contingent liabilities are defined by the Company as (i) possible obligations that arise from past events and which existence will be confirmed, or not, by one or more occurrences of uncertain future events not controlled by the Company, or (ii) present obligations that arise from past events but that are not recorded because it is unlikely that an outflow of resources will occur to
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
settle the obligation or the obligation amount cannot be reliably measured.
Contingent liabilities are not recorded in the consolidated financial statements, being disclosed, unless the probability of a cash outflow is remote, in which case no disclosure is made.
Contingent assets are possible assets arising from past events and whose existence will be confirmed, or not, by uncertain future events not controlled by the Company.
Contingent assets are not recorded in the consolidated financial statements but only disclosed when the existence of future economic benefits is likely.
Income tax for the period is determined based on the taxable results of the companies included in the consolidation and takes into consideration deferred taxation.
Current taxes are computed based on the taxable profit of the consolidated companies, in accordance with the tax legislation in force in each company´s jurisdiction.
The majority of the companies included in the consolidation by the full consolidation method are taxed in accordance with the special regime for taxation of groups of companies ("Regime Especial de Tributação de Grupos de Sociedades" – "RETGS"), in accordance with article 69 of the Corporate Income Tax Code (Código do Imposto sobre o Rendimento das Pessoas Colectivas). Cofina, SGPS, S.A. is the dominant company of this group of companies.
Deferred taxes are computed using the balance sheet liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes. Deferred taxes are computed and reassessed on a yearly basis using the tax rate that is expected to be in force at the time these temporary differences are reversed.
Deferred tax assets are only recorded when there is reasonable expectation that sufficient taxable profits will arise in the future to allow such deferred tax assets to be used. At the end of each period the Company reviews its recorded and unrecorded deferred tax assets which are reduced whenever its recoverability ceases to be likely, or recorded if it is likely that taxable profits will be generated in the future to enable them to be recovered.
Deferred tax assets and liabilities are recorded in the statement of profit and loss, except if related to items directly recorded in equity. In these cases the corresponding deferred tax is also recorded in equity captions.
Revenue arising from the sale of goods is recognised in the consolidated income statement when (i) the risks and benefits have been transferred to the buyer, (ii) the Company retains neither continued management involvement in a degree usually associated with ownership nor effective control over the goods sold, (iii) the amount of the revenue can be measured reasonably, (iv) it is likely that the economic benefits associated with the transaction will flow to the Company, and (v) the costs incurred or to be incurred related with the transaction can be reliably measured. Sales are recorded net of taxes, discounts and other expenses arising from the sale, and are measured at the fair value of the amount received or receivable.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Sales of magazines and newspapers are recorded in the period they are distributed; the newspapers distribution is performed on a daily basis, and the magazines on a weekly, monthly or bi-monthly basis. Returns of unsold publications are recorded in the corresponding period, as a decrease of previously recorded income. Income arising from magazine and newspaper subscriptions is recognised over the subscription period (usually 1 year).
Services rendered regarding the sale of advertising space are recorded in the period in which the advertising is published. Quantity discounts relating to the sale of advertising space are recorded in the period to which they relate as a deduction of the caption "Services rendered".
Services rendered regarding television transmission rights are recorded in the period the service is provided.
Services rendered regarding printing activities are recognized in the period in which the services are rendered.
Dividends are recognised as income in the period its distribution is approved.
All other income and expenses are recognised in the period to which they relate, independently of when the amounts are received or paid. Differences between the amounts received and paid and the corresponding income and expenses are recorded in the captions of accrued and deferred expenses and income included in the captions "Other current assets" and "Other current liabilities".
All assets and liabilities expressed in foreign currencies were translated to Euro using the exchange rates in force as of the balance sheet date. Favourable and unfavourable exchange differences arising from changes in the exchange rates between those prevailing on the dates of the transactions and those in force on the dates of payment, collection or as of the balance sheet date are recorded in the consolidated statement of profit and loss.
Post balance sheet date events that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the consolidated financial statements. Post balance sheet date events that provide information about conditions that have only arisen after the balance sheet date ("non-adjusting events") are disclosed in the notes to the financial statements, if material.
In each period, the Company identifies the most adequate segment division taking into consideration the business areas in which the Group is represented and managed.
Information regarding the business segments identified is included in Note 32.
Consolidated cash flow statement is prepared, using the direct method, in accordance with IAS 7. The Group classifies as
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
"Cash and cash equivalents" applications which mature in less than three months and which are subject to insignificant risk of change in value.
Consolidated cash flow statement is classified by operating, investing and financing activities. Operating activities include cash receipts from customers, cash payments to suppliers, cash payments to and on behalf of employees and other operating activities payments and receipts. Investing activities cash flows include, essentially, payments and receipts related with acquisitions and sales of tangible assets and investments. Financing activities cash flows include, essentially, payments and receipts of loans and borrowings, financial lease contracts and dividend payments.
In the preparation of the Group's financial statements judgments and estimates have been made and different assumptions were used that affect the reported amounts of assets and liabilities, as well as the reported amounts of profits and losses of the year.
The estimates and underlying assumptions were determined based on the best existing knowledge as of the date of approval of the financial statements of the events and transactions in progress, as well as the experience of past and / or current events. However, situations may occur in subsequent periods which are not foreseeable at the date of approval of the financial statements, and were not considered in these estimates. Changes to the estimates that occur after the date of the financial statements will be corrected prospectively. For this reason and given the degree of uncertainty, actual results of the transactions in question may differ from the corresponding estimates.
The most significant accounting estimates reflected in the consolidated financial statements include:
Cofina Group is exposed basically to (i) market risks, (ii) credit risks and (iii) liquidity risks. The main objective of Cofina's risk management is to reduce these risks to an acceptable level.
The Group's main risk management principles are approved by the Board of Directors of Cofina, SGPS, S.A., while its implementation is supervised by the directors of each of its subsidiaries.
Within market risk, the exchange rate, interest rate and price risks assume particular relevance.
The impact in the Company's consolidated financial statements arising from changes in the exchange rates
is reduced, given the fact that most of the operational cash flows are contracted in Euro. The Group is only exposed to the risk of exchange rate in transactions in Brazilian Real, in relation to the stake held in the associated company Destak Brazil - Empreendimentos e Participações, S.A. and in Adcom Media-Anúncios e Publicidade, S.A.. Therefore, the Company's Board of Directors considers that potential changes in the exchange rates will not have a significant effect on the consolidated financial statements.
In the event of transactions with non-resident entities and settled in a currency other than Euro where the variation of exchange rate may have a significant impact on its performance, the Group aims to hedge its position by entering into financial derivative contracts whenever applicable and considered necessary to reduce the volatility of its results.
The risk of interest rate mainly arises from the indebtedness indexed to variable rates, thus leading the cost of debt to be quite volatile.
The Group uses derivative instruments or similar transactions for hedging interest rate considered significant. Three principles are used in the selection and determination of the hedging instruments of interest rate:
Since the entire indebtedness of Cofina is indexed to floating rates, interest rate swaps are used when it is considered necessary as a mean of protection against changes in future cash flows associated with interest payments. The interest rate swaps agreed have the economic effect of converting the loans linked to variable rates to fixed rates. Under these contracts the Group agrees with other parties (banks) to exchange, in pre-determined periods of time, the difference between the amount of interest calculated at the fixed rate and variable rate contracted at that time, with reference to the respective amounts previously agreed.
The counterparts of the hedging instruments are limited to high credit quality financial institutions, since the Group policy priority is the hiring of these instruments with banks that are part of its financing operations. For purposes of determining the counterpart of specific operations, Cofina requests proposals and indicative prices from a representative number of banks to ensure adequate competitiveness of these operations.
In determining the fair value of hedging transactions, the Group uses certain methods, such as valuation
models of options and discounted future cash flows, as well as certain assumptions that are based on the interest rate market conditions prevailing at the date of the consolidated financial statement position. Quotes of comparative financial institutions, for specific instruments, are used as reference for evaluation.
The Board of Directors approves the terms and conditions of the relevant funding of the Group, analyzing the structure of such debt, the risks and the different options available in the market, particularly regarding the type of interest rate (fixed / variable).
The Group's exposure to credit risk is mainly related with accounts receivable arising from its operating and treasury activities. The credit risk relates to the risk of the counterparty not fulfilling its contractual obligations, resulting in a loss to the Group.
The evaluation of credit risk is made on a regular basis, taking into consideration the current conditions of economic conjuncture and the specific situation of credit rating of each debtor, adopting corrective measures whenever necessary.
The Group's credit risk is not concentrated in any particular customer or group of customers with similar characteristics; the accounts receivable are distributed through a high number of customers, different areas of business and geographic areas.
The adjustments to accounts receivable are calculated taking into consideration (i) the risk profile of the customer, (ii) the average collection period, and (iii) the customer's financial conditions.
The amounts included in the face of the consolidated statement of financial position are presented net of accumulated impairment losses, and therefore, at its fair value.
The aim of liquidity risk management is to assure that the Group has the ability to meet its responsibilities and pursue the defined strategic goals, complying with all the commitments set with third parties within the established deadlines.
The Group defines as active politics (i) to keep an adequate level of immediately available resources to face to the necessary payments in its due date, (ii) reduce the probability of default in the reimbursement of loans, negotiating the amplitude of its contractual clauses and (iii) minimize the cost of opportunity of excessive short term liquidity.
The Group additionally aims to make compatible the due dates of assets and liabilities through an active management of its maturities.
During the year, there were no changes in accounting policies and no material errors related with prior years occurred.
The companies included in consolidation by the full consolidation method, their headquarters, percentage of participation held and activity as of 31 December 2014, are as follows:
| Percentage of | ||||
|---|---|---|---|---|
| participation | ||||
| Designation | Headquarters | held | Activity | |
| Parent Company: | Holding | |||
| Cofina, SGPS, S.A. | Porto | |||
| Cofina Media Group | ||||
| Newspapers and magazine |
||||
| publication, television broadcast, |
||||
| Cofina Media, S.A. ("Cofina Media") (a) | Lisbon | 99.90% | Production and creation of websites | |
| for online business development, | ||||
| Events promotion and organization | ||||
| Metronews – Publicações, S.A. ("Metronews") (b) | Lisbon | 100% | Newspapers publication | |
| Grafedisport – Impressão e Artes Gráficas, S.A. | ||||
| ("Grafedisport") | Lisbon | 100% | Newspapers print | |
| Transjornal – Edição de Publicações, S.A. |
Newspapers publication | |||
| ("Transjornal") (b) | Lisbon | 100% | ||
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom | Communication and advertising |
|||
| Media") (b) | São Paulo, Brazil | 100% | services | |
| Gratuitgadget, SGPS, Lda. (b) | Lisbon | 100% | Holding | |
| BUZ Participações, Ltda. (b) | São Paulo, Brazil | 100% | Holding |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
group already held a controlling position (and already consolidated through the full consolidation method), the corresponding effect was recognised directly in Equity.
All the above companies were included in the consolidated financial statements of Cofina Group by the full consolidation method, as established in Note 2.2.a).
The associated companies, their headquarters, the percentage participation held, and activity as of 31 December 2014 are as follows:
| Percentage of | ||||||
|---|---|---|---|---|---|---|
| Participation | ||||||
| Designation | Headquarters | held | Activity | |||
| Direct | Indirect | |||||
| VASP – Sociedade de Transportes e Distribuições, Lda. | Lisbon | 33.33% | - | Publications distribution | ||
| Destak Brasil – Empreendimentos e Participações, S.A. (a) | São Paulo, Brazil | 23.90% | - | Holding | ||
| Management services and |
||||||
| - | promotion of a financial forum | |||||
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | on the internet |
The associated companies VASP and Destak Brasil were included in the consolidated financial statements of Cofina Group by the equity method, as referred to in Note 2.2.b). The company Mercados Globais was recorded at acquisition cost deducted from impairment losses.
(a) – For the year ended as of 31 December 2014 the Group acquired an additional percentage of 5.98% of the share capital of the company Destak Brazil - Empreendimentos e Participações, S.A.
The acquisition cost of the associated companies, their book value, equity and net result, as of 31 December 2014, are as follows:
| Acquisition | Book | |||
|---|---|---|---|---|
| Designation | cost | value | Equity | Net result |
| VASP – Sociedade de Transportes e Distribuições, Lda. (a) Destak Brasil – Empreendimentos e Participações, S.A. (a) |
€ 6,234 € 299,065 |
€ 3,792,565 € 67,842 |
€ 11,377,694 R\$ 730,753 |
€944,869 R\$ (1,236,007) |
| Mercados Globais – Publicação de Conteúdos, Lda. (b) | € 72,000 | - | (b) | (b) |
(a) – Provisional financial information
(b) – Financial information non-available
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
As of 31 December 2014 and 2013 the caption "Investments in associated companies" can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,792,565 | 3,797,659 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 67,842 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,932,407 | 4,024,194 | |
| Accumulated impairment losses on investments in associates (Note 21) | (72,000) | (226,035) |
| 3,860,407 | 3,798,159 |
As of 31 December 2014 and 2013 the Group has investments available for sale corresponding to non-controlling investments in unlisted companies. The Group has recorded impairment losses to face differences to their net realisable amount (Note 21), presenting this caption a net book value of 29,498 Euro. As of 31 December 2014 and 2013 the total value of investments for which adjustments were made in the same value, amount to 244,439 Euro (Note 21).
No changes in the consolidation perimeter occurred during the years ended as of 31 December 2014 and 2013.
The movement occurred in goodwill and related impairment losses during the years ended as of 31 December 2014 and 2013 was as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Balance as of 1 January | 90,952,056 | 93,404,086 |
| Impairment losses (Note 21) | (1,658,968) | (2,030,000) |
| Exchange rate variation | 23,597 | (422,030) |
| Balance as of 31 December | 89,316,685 | 90,952,056 |
During the year ended as of 31 December 2014 the variation occurred in the caption "Goodwill" is due to (i) the exchange rate variation in the year ended as of that date in the goodwill of the subsidiary Adcom Media and to (ii) impairment losses recorded in the goodwill of the segment Newspapers – Portugal.
During the year ended as of 31 December 2013 the variation occurred in the caption "Goodwill" is due to (i) the exchange rate variation in the year ended as of that date in the goodwill of the subsidiary Adcom Media and to (ii) impairment losses recorded in three subsidiaries' goodwill.
In the year ended as of 31 December 2014, and following an internal reorganization of Cofina Group, several subsidiaries were merged by incorporation into Cofina Media, S.A. (Note 4). Thus, the allocation of goodwill has been presented in terms of cash generating segments instead of subsidiaries, since these were eliminated by the merger. These segments are the smallest identifiable groups of cash generating units and are largely independent of the cash inflows from other cash generating units. Therefore, the goodwill is outlined in detail by segment as follows:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
i. Magazines: consisting essentially of the subsidiary then merged in Cofina Media, S.A. – Edirevistas – Sociedade Editorial, S.A., whose main publications refer to "TV Guia", "Flash", "Vogue", and "Máxima", as well as "Sábado" magazine.
Thus, as of 31 December 2014 and 2013, the caption of "Goodwill" was as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Newspapers - Portugal | 80,969,457 | 82,628,425 |
| Newspapers - Brasil | 2,083,163 | 2,059,566 |
| Magazines | 4,357,606 | 4,357,606 |
| Graphic printing | 1,906,459 | 1,906,459 |
| 89,316,685 | 90,952,056 |
Goodwill is tested for impairment on an annual basis and whenever events or changes in circumstances indicate that the amount by which the asset is recorded may not be recovered. When the amount by which the asset is recorded is greater than its recoverable amount, an impairment loss is recorded. The recoverable amount is the higher of the net selling price and the value of use.
During the year ended as of 31 December 2014, impairment losses were recognized in relation to goodwill generated in the segments of Newspapers-Portugal, in the total amount of 1,658,968 Euro.
During the year ended as of 31 December 2013, impairment losses were recognized in relation to goodwill generated in the segment of Magazines and Newspapers-Portugal, in the total amount of 2,030,000 Euro.
Goodwill impairment tests are performed using the "discounted cash flow" method, based on the financial projections of cash flow covering a period of six years of each cash generating unit and considering a perpetuity as of the sixth year (since the Board of Directors understands it to be the most appropriate period due to the cyclical nature of the Group's operations).
The financial projections are prepared based on assumptions of evolution of the activity of the cash generating units, which the Board considers to be consistent with the history and the trend of markets, being reasonable and prudent and that reflect their vision. In addition, whenever possible, market data was obtained from external entities, which were compared with historical data, and the Group's experience.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The discount rates reflect Cofina's Group indebtedness level and debt capital cost of Cofina Group (given that it is common to the several segments) as well as the level of risk and profitability expected by the market. Moreover, in determining the discount rates, the component related to the interest rate of a risk-free asset has by reference the interest rate for brazilian or portuguese ten-year bonds, depending on the market. The discount rates include a market risk premium.
The perpetuity growth rate is estimated based on market potential analysis of each cash generating unit, based on the Board's expectations.
On impairment tests made as of 31 December 2014, the main changes in relation to past experience are as follows:
decrease of the discount rate for the domestic market, mainly due to lower risk of Portuguese sovereign debt;
decrease of the tax rate on income resulting from the implementation of the tax reform of the Income Tax which predicts the gradual reduction of the income tax rate, being the approved tax rate for 2015 of 21% (23% in 2014); - increased growth rate in perpetuity (from 1.5% to 2.0%) due to improved long-term economic prospects;
increase of the projection period (from 5 to 6 years) since it is the understanding of the Board that this is the most adequate period given the cyclical nature of the Group's operations.
Impairment tests for the year ended as of 31 December 2014:
The recoverable amount of this cash generating unit was determined considering the financial projections of the magazines for a period of six years, a discount rate of 9.59% (10.40% in December 31, 2013) and a growth rate in perpetuity of 2.0% (1.5% in 2013).
The main activity assumptions considered were the following:
Circulation: an average annual growth of circulation of magazines, in the projection period, from 1% to 1.5%, was estimated;
Advertising market: a compound annual average growth over the projection period between 2% and 2.5%, was considered;
Advertising market share: the maintenance of a market share similar to the one seen in 2014, over the remaining projections period, was considered;
Portfolio: the maintenance of current publications of magazines (TV Guia, Flash, Vogue, Máxima and Sábado), was considered;
The Company performed sensitivity analyzes, as follows:
an increase of 0.25% in the discount rate's assumption over the projection years would not imply the need to record an impairment loss as of 31 December 2014;
a reduction of 0.5% in the growth rate in perpetuity's assumption would not imply the need to record an impairment loss as of
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
31 December 2014.
The recoverable amount of this cash generating unit was determined considering the financial projections of the newspapers sold in Portugal for a period of six years, a discount rate of 9.59% (10.40% in December 31, 2013) and a growth rate in perpetuity of 2.0% (1.5% in 2013).
The main activity assumptions considered were the following:
Circulation: an average annual growth of circulation of newspapers between 0,5% and 1%, was estimated;
Advertising market: a compound annual average growth over the projection period between 3% and 3.5%, was considered;
Advertising market share: the maintenance of a market share similar to the one seen in 2014, over the remaining period of the projections, was considered;
Portfolio: the maintenance of current publications of newspapers (Correio da Manhã, Metro e Destak), was considered;
The Company performed sensitivity analyzes, as follows:
an increase of 0.25% in the discount rate's assumption over the projection years would not generate additional materially relevant impairment losses, as of 31 December 2014;
a reduction of 0.5% in the growth rate in perpetuity's assumption would not generate additional materially relevant impairment losses, as of 31 December 2014;
The recoverable amount of this cash generating unit was determined considering the financial projections of the newspapers sold in Brazil for a period of six years, a discount rate of 15.60% (14.30% in December 31, 2013) and a growth rate in perpetuity of 1,5% (1.5% in 2013).
The main activity assumptions considered were the following:
The Company performed sensitivity analyzes, as follows:
an increase of 0.25% in the discount rate's assumption over the projection years would not imply the need to record an impairment loss as of 31 December 2014;
a reduction of 0.5% in the growth rate in perpetuity's assumption would not imply the need to record an impairment loss as of 31 December 2014.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The recoverable amount of this cash generating unit was determined considering the financial projections of the graphic printing services for a period of six years, a discount rate of 9.59% (10.40% in December 31, 2013) and a growth rate in perpetuity of 2,0% (1.5% in 2013).
The main activity assumptions considered were the following:
The Company performed sensitivity analyzes, as follows:
an increase of 0.25% in the discount rate's assumption over the projection years would not imply the need to record an impairment loss as of 31 December 2014;
a reduction of 0.5% in the growth rate in perpetuity's assumption would not imply the need to record an impairment loss as of 31 December 2014.
The quantification of the above referred assumptions was undertaken based on historical data and the experience of the Board of Directors of the Group. However, such assumptions could be affected by phenomena of political, economic or legal nature which are currently unpredictable.
As a result of the impairment tests carried out based on the methodology, with the procedures and assumptions referred to above, the Board of Directors concluded that there are no additional impairment losses to be recognized. It is conviction of the Board of Directors that the effect of any deviations that may occur in the main assumptions underlying the recoverable amount of the cash generating units, will not lead, in all material respects, to the impairment of its goodwill.
The movement occurred in tangible assets and in its accumulated depreciation and impairment losses during the years ended as of 31 December 2014 and 2013 was as follows:
| 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Assets | ||||||||
| Land | Buildings and other constructions |
Machinery and equipment |
Transport equipment |
Office Equipment | Other Tangible Assets |
Work in progress | Total | |
| Opening Balance Additions |
48,994 - |
4,161,307 4,441 |
22,150,401 721,986 |
853,514 15,248 |
8,052,582 89,682 |
1,392,293 45,780 |
- 218,564 |
36,659,091 1,095,701 |
| Disposals and write-offs Transfers Exchange rate variation |
- - - |
- 6,943 4 |
(22,479) 211,621 - |
(72,511) - - |
(37,877) - 985 |
(3,665) - - |
- (218,564) - |
(136,532) - 989 |
| Closing Balance | 48,994 | 4,172,695 | 23,061,529 | 796,251 | 8,105,372 | 1,434,408 | - | 37,619,249 |
| 2014 | ||||||||
| Accumulated depreciation and impairment losses | ||||||||
| Land | Buildings and other constructions |
Machinery and equipment |
Transport equipment |
Office Equipment | Other Tangible Assets |
Work in progress | Total | |
| Opening Balance Additions |
- - |
1,169,266 429,620 |
18,809,166 1,530,441 |
794,343 36,577 |
7,537,362 288,598 |
1,171,423 88,273 |
- - |
29,481,560 2,373,509 |
| Disposals and write-offs Transfers |
- - |
- - |
(6,139) - |
(72,511) - |
(37,877) - |
(3,665) - |
- - |
(120,192) - |
| Exchange rate variation | - | 3 | - | - | 903 | - | - | 906 |
| Closing Balance | - | 1,598,889 | 20,333,468 | 758,409 | 7,788,986 | 1,256,031 | - | 31,735,783 |
| 48,994 | 2,573,806 | 2,728,061 | 37,842 | 316,386 | 178,377 | - | 5,883,466 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross Assets | ||||||||
| Land | Buildings and other constructions |
Machinery and equipment |
Transport equipment |
Office Equipment | Other Tangible Assets |
Work in progress | Total | |
| Opening Balance Additions Disposals and write-offs Transfers |
165,970 - (116,976) - |
3,573,364 315,476 (350,927) 623,457 |
20,431,856 106,043 (28,431) 1,640,933 |
851,058 23,318 (38,502) 17,640 |
7,749,325 49,597 (154,829) 426,048 |
1,395,112 - (2,819) - |
589,921 2,118,157 - (2,708,078) |
34,756,606 2,612,591 (692,484) - |
| Exchange rate variation | - | (63) | - | - | (17,559) | - | - | (17,622) |
| Closing Balance | 48,994 | 4,161,307 | 22,150,401 | 853,514 | 8,052,582 | 1,392,293 | - | 36,659,091 |
| 2013 Accumulated depreciation and impairment losses |
||||||||
| Land | Buildings and other constructions |
Machinery and equipment |
Transport equipment |
Office Equipment | Other Tangible Assets |
Work in progress | Total | |
| Opening Balance Additions Disposals and write-offs |
- - - |
960,543 428,802 (220,038) |
16,496,750 2,340,847 (28,431) |
754,712 73,513 (33,882) |
7,292,406 415,842 (154,550) |
1,075,609 98,633 (2,819) |
- - - |
26,580,020 3,357,637 (439,720) |
| Transfers Exchange rate variation |
- - |
- (41) |
- - |
- - |
- (16,336) |
- - |
- - |
- (16,377) |
| Closing Balance | - | 1,169,266 | 18,809,166 | 794,343 | 7,537,362 | 1,171,423 | - | 29,481,560 |
| 48,994 | 2,992,041 | 3,341,235 | 59,171 | 515,220 | 220,870 | - | 7,177,531 |
As of 31 December 2014 and 2013, the net value of tangible fixed assets acquired under leasing arrangements can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Accumulated | Accumulated | |||||||
| Gross | depreciation and | Gross | depreciation and | |||||
| Assets | impairment losses | Net Assets | Assets | impairment losses | Net Assets | |||
| Machinery and equipment | 12,284,936 | 11,106,153 | 1,178,783 | 12,198,666 | 10,458,508 | 1,740,158 | ||
| Office equipment | 409,636 | 409,636 | - | 409,636 | 221,061 | 188,575 | ||
| Transport equipment | 47,086 | 47,086 | - | 99,706 | 99,706 | - | ||
| 12,741,658 | 11,562,875 | 1,178,783 | 12,708,008 | 10,779,275 | 1,928,733 |
As of 31 December 2014 and 2013 there were no tangible assets pledged as guarantee for loans, nor were there any interest capitalized to fixed assets.
During the year ended as of December 31, 2014, the purchases of fixed assets essentially relate to information systems and communication equipment.
During the year ended as of 31 December 2013, the Group carried out the necessary investments for the conclusion of the equipment's acquisition and installment regarding "CMTV", having these equipment's been transferred to firm fixed assets and began their depreciation.
During the year ended as of 31 December 2014 and 2013, the movement in intangible assets, as well as in the corresponding accumulated depreciation and impairment losses, was as follows:
| 2014 | |||||
|---|---|---|---|---|---|
| Gross Assets | |||||
| Patents, | Other | ||||
| royalties and | Intangible | Work in | |||
| other rights | assets | Software | progress | Total | |
| Opening Balance | 760,559 | 356,407 | 4,173,996 | - | 5,290,962 |
| Additions | - | - | 160,981 | 247,212 | 408,193 |
| Transfers and write-offs | - | - | 213,012 | (213,012) | - |
| Exchange rate variation | - | - | 6 | - | 6 |
| Closing Balance | 760,559 | 356,407 | 4,547,995 | 34,200 | 5,699,161 |
| 2014 | |||||
| Accumulated depreciation and impairment losses | |||||
| Patents, | Other | ||||
| royalties and | Intangible | Work in | |||
| other rights | assets | Software | progress | Total | |
| Opening Balance | 760,559 | 342,724 | 3,553,492 | - | 4,656,775 |
| Additions | - | - | 553,304 | - | 553,304 |
| Transfers and write-offs | - | - | - | - | - |
| Exchange rate variation | - | - | 5 | - | 5 |
| Closing Balance | 760,559 | 342,724 | 4,106,801 | - | 5,210,084 |
| - | 13,683 | 441,194 | 34,200 | 489,077 | |
| 2013 | |||||
| Gross Assets | |||||
| Patents, | Other | ||||
| royalties and | Intangible | Work in | |||
| other rights | assets | Software | progress | Total | |
| Opening Balance | 760,559 | 356,324 | |||
| 3,275,342 | 232,693 | 4,624,918 | |||
| Additions | - | 83 | 10,115 | 655,958 | 666,156 |
| Transfers and write-offs | - | - | 888,651 | (888,651) | - |
| Exchange rate variation | - | - | (112) | - | (112) |
| Closing Balance | 760,559 | 356,407 | 4,173,996 | - | 5,290,962 |
| 2013 | |||||
| Accumulated depreciation and impairment losses | |||||
| Patents, | Other | ||||
| royalties and | Intangible | Work in | |||
| other rights | assets | Software | progress | Total | |
| Opening Balance | 760,559 | 342,724 | 3,038,724 | - | 4,142,007 |
| Additions | - | - | 514,818 | - | 514,818 |
| Exchange rate variation | - | - | (50) | - | (50) |
| Closing Balance | 760,559 | 342,724 | 3,553,492 | - | 4,656,775 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The financial instruments in accordance with the policies described in Note 2, were classified as follows:
| 31 December 2014 | Loans and Accounts Receivable |
Assets recorded at fair value through profits and losses |
Sub-total | Assets not covered by IFRS 7 |
Total |
|---|---|---|---|---|---|
| Non-current assets | |||||
| Investments measured at fair value through profits and losses | - | 5,482 | 5,482 | - | 5,482 |
| Other non-current debtors | 350,000 | - | 350,000 | - | 350,000 |
| 350,000 | 5,482 | 355,482 | - | 355,482 | |
| Current Assets | |||||
| Customers | 9,088,161 | - | 9,088,161 | - | 9,088,161 |
| State and other public bodies | - | - | - | 945,464 | 945,464 |
| Other current debtors | 312,548 | - | 312,548 | - | 312,548 |
| Other current assets | - | - | - | 7,115,217 | 7,115,217 |
| Cash and cash equivalents | 12,658,992 | - | 12,658,992 | - | 12,658,992 |
| 22,059,701 | - | 22,059,701 | 8,060,681 | 30,120,382 | |
| 22,409,701 | 5,482 | 22,415,183 | 8,060,681 | 30,475,864 | |
| Loans and | Assets recorded at | ||||
| 31 December 2013 | Accounts | fair value through | Assets not | ||
| Receivable | profits and losses | Sub-total | covered by IFRS 7 | Total | |
| Non-current assets | |||||
| Investments measured at fair value through profits and losses | - | 271 | 271 | - | 271 |
| Other non-current debtors | 350,000 | - | 350,000 | - | 350,000 |
|---|---|---|---|---|---|
| 350,000 | 271 | 350,271 | - | 350,271 | |
| Current Assets | |||||
| Customers | 9,410,134 | - | 9,410,134 | - | 9,410,134 |
| State and other public bodies | - | - | - | 1,249,509 | 1,249,509 |
| Other current debtors | 513,568 | - | 513,568 | - | 513,568 |
| Other current assets | - | - | - | 5,831,472 | 5,831,472 |
| Cash and cash equivalents | 10,316,267 | 10,316,267 | - | 10,316,267 | |
| 20,239,969 | - | 20,239,969 | 7,080,981 | 27,320,950 |
20,589,969 271 20,590,240 7,080,981 27,671,221
| 31 December 2014 | Derivatives | Other financial liabilities |
Sub-total | Liabilities not covered by IFRS 7 |
Total |
|---|---|---|---|---|---|
| Non-current liabilities | |||||
| Bank loans | - | - | - | - | - |
| Other loans | - | 49,274,676 | 49,274,676 | - | 49,274,676 |
| Other non current creditors | - | 45,080 | 45,080 | - | 45,080 |
| - | 49,319,756 | 49,319,756 | - | 49,319,756 | |
| Current Liabilities | |||||
| Bank loans | - | 4,732,462 | 4,732,462 | - | 4,732,462 |
| Other loans - short term | - | 23,496,752 | 23,496,752 | - | 23,496,752 |
| Derivative financial instruments | - | - | - | - | - |
| Suppliers | - | 9,158,181 | 9,158,181 | - | 9,158,181 |
| State and other public bodies | - | - | - | 3,065,338 | 3,065,338 |
| Other current creditors | - | 5,346,958 | 5,346,958 | - | 5,346,958 |
| Other current liabilities | - | - | - | 8,789,570 | 8,789,570 |
| - | 42,734,353 | 42,734,353 | 11,854,908 | 54,589,261 | |
| - | 92,054,109 | 92,054,109 | 11,854,908 | 103,909,017 |
| 31 December 2013 | Derivatives | Other financial liabilities |
Sub-total | Liabilities not covered by IFRS 7 |
Total |
|---|---|---|---|---|---|
| Non-current liabilities | |||||
| Bank loans | - | 9,000,000 | 9,000,000 | - | 9,000,000 |
| Other loans | - | 49,041,611 | 49,041,611 | - | 49,041,611 |
| Other non current creditors | - | 35,756 | 35,756 | - | 35,756 |
| - | 58,077,367 | 58,077,367 | - | 58,077,367 | |
| Current Liabilities | |||||
| Bank loans | - | 7,007,465 | 7,007,465 | - | 7,007,465 |
| Other loans - short term | - | 17,900,832 | 17,900,832 | - | 17,900,832 |
| Derivative financial instruments | 495,474 | - | 495,474 | - | 495,474 |
| Suppliers | - | 8,302,428 | 8,302,428 | - | 8,302,428 |
| State and other public bodies | - | - | - | 2,546,957 | 2,546,957 |
| Other current creditors | - | 5,360,647 | 5,360,647 | - | 5,360,647 |
| Other current liabilities | - | - | - | 10,498,268 | 10,498,268 |
| 495,474 | 38,571,372 | 39,066,846 | 13,045,225 | 52,112,071 | |
| 495,474 | 96,648,739 | 97,144,213 | 13,045,225 | 110,189,438 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The table below details the financial instruments measured at fair value after initial recognition, grouped into three levels according to the possibility of observing its fair market value:
Level 1: fair value is determined based on current active market prices;
Level 2: fair value is determined based on valuation techniques. The main inputs of the valuation models are observable in the market;
Level 3: fair value is determined based on valuation models, whose main inputs are not observable in the market.
| 31.12.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets measured at fair value | ||||||
| Investments measured at fair value through profits and losses | 5,482 | - | - | 271 | - | - |
| Financial liabilities measured at fair value | ||||||
| Derivative financial instruments (Note 22) | - | - | - | - | 495,474 | - |
As of 31 December 2014 and 2013, investments measured at fair value through profit and loss refer to the group's contributions for the labor compensation fund ("Fundo de compensação do trabalho").
In accordance with the current legislation, tax returns are subject to review and correction by the tax authorities over a period of four years (five years for Social Security), except when tax losses have occurred, tax benefits have been granted, or tax inspections, complaints or disputes are in progress. In these cases, depending on the circumstances, the deadlines can be extended or suspended. Therefore, the tax returns of Cofina, its subsidiaries and associated companies for the years 2011 to 2014 may still be subject to review.
The Board of Directors of Cofina believes that any potential corrections resulting from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the consolidated financial statements as of 31 December 2014 and 2013.
Cofina is the dominant company of the group of companies that are subject to the special regime of taxation of groups of companies ("Regime Especial de Tributação de Grupos de Sociedades - RETGS").
The movements occurred in deferred tax assets and liabilities in the years ended as of 31 December 2014 and 2013 were as follows:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| Deferred tax assets | |||
|---|---|---|---|
| 2014 | 2013 | ||
| Opening balance | 4,697,703 | 5,588,538 | |
| Effects on the income statement: | |||
| Increase/(Decrease) in tax losses carried forward Grant/(Utilization) of tax credits Increase/(Decrease) in provisions not accepted for tax purposes Tax effect of the IFRS transition adjustments Tax rate change effect |
1,180,494 - (603,988) (2,581,334) (24,684) |
875,021 146,063 (1,268,024) (504,325) - |
|
| Effects on equity: | |||
| Fair value of derivative financial instruments: | (89,923) | (139,570) | |
| Closing balance | 2,578,268 | 4,697,703 |
As of 31 December 2014 and 2013, there are no situations generating deferred tax liabilities.
The detail of the deferred tax assets as of 31 December 2014 and 2013, in accordance with the nature of timing differences that generated them, is as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Temporary differences between the accounting value and the taxable value | 777 | 777 |
| Fair value of derivative financial instruments | - | 89,923 |
| Provision and impairment losses not accepted for tax purposes | 283,871 | 912,543 |
| Tax effect of the IFRS transition adjustments | - | 2,581,334 |
| Tax losses carried forward | 2,147,557 | 967,063 |
| Tax credits | 146,063 | 146,063 |
| 2,578,268 | 4,697,703 |
During the year ended as of 31 December 2010, due to changes in tax legislation, deferred tax assets relating to the change in the accounting standards of the standalone accounts (from the cost model to the fair value model) regarding the valuation of financial instruments recorded at fair value through profit and loss were recognized. These amounts can be recognized on a straight line and continuous basis for five years and the amount used in the year ended as of 31 December 2014 amounted to 2,581,334 Euro (2,805,799 Euro as of 31 December 2013).
During the year ended as of December 31, 2013, the Company appealed to the Administrative Arbitrage Center (CAAD) a legal action in order to have recognized the right to the full deduction, for tax purposes, of the fair value losses cleared regarding financial instruments recorded at fair value through profit and loss. The decision was favorable to the Company which led to the recognition of deferred tax assets superior to those initially recognized, thus originating the following effects, that were entirely used in the year ended as of 31December 2014:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| Balance as of December 31, 2012 | 3,085,659 |
|---|---|
| Increase due to CAAD decision 2013 utilization Tax rate change effect |
2,525,938 (2,805,799) (224,464) |
| Balance as of December 31, 2013 | 2,581,334 |
| 2014 utilization | (2,581,334) |
| Balance as of December 31, 2014 | - |
In accordance with the tax returns of the companies that record deferred tax assets related with tax losses carried forward, as of 31 December 2014 these may be detailed as follows:
| Tax losses |
Expiry date |
|
|---|---|---|
| Generated in 2012 | 1,038,192 | 2017 |
| Generated in 2013 | 4,231,212 | 2018 |
| Generated in 2014 | 5,194,702 | 2026 |
| 10,464,106 | ||
Extraordinary Investment Tax Credit (CFEI)
The tax credits cleared in the year relate to Extraordinary Investment Tax Credit (CFEI) and its expiry date is in 2018.
Following the approval of the Extraordinary Investment Tax Credit (CFEI) by Decree-law 29/2013 of July 16, the Group benefited from a tax credit which corresponds to a deduction to the taxable income in the amount of 20% of the investment expenses in assets allocated to operations incurred between 1 June 2013 and 31 December 2013. The deduction recorded in the income tax computation of the year 2013, until the limit of 70% of this tax collection, amounted to 146,063 Euro. Since the taxable income computed at group level was negative this credit was recorded as a deferred tax asset, and can be used up to the year ended 31 December 2018.
Income taxes recorded in the income statement during the years ended as of 31 December 2014 and 2013 are detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Current Tax | 1,614,451 | 3,539,268 |
| Income tax for the year | 1,414,119 | 1,325,104 |
| (Excess)/Insufficiency of prior years income tax | (135,234) | 106,216 |
| Restitution of income tax unduly collected in previous years | (1,514,434) | (2,407,052) |
| Provision for tax claims (Note 21) | 1,850,000 | 4,515,000 |
| Deferred taxes | 2,029,512 | 751,265 |
| Tax effect of the IFRS transition adjustments | 2,581,334 | 504,325 |
| Increase/(Decrease) in provisions not accepted for tax purposes | 628,672 | 1,268,024 |
| Increase/(Decrease) in tax losses carried forward | (1,180,494) | (875,021) |
| Concession/(Utilization) of tax credits | - | (146,063) |
| 3,643,963 | 4,290,533 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The reconciliation of profit before income tax and the income tax for the years ended as of 31 December 2014 and 2013 is as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Profit before income tax | 9,892,340 | 9,092,051 |
| Income tax rate (including the maximum municipal income tax rate) | 24.50% | 26.50% |
| 2,423,623 | 2,409,394 | |
| Recognition of additional deferred tax assets arising from CAAD decision | - | (2,525,938) |
| Restitution of income tax unduly paid in previous years | (1,514,434) | (2,407,052) |
| Financial costs not accepted for tax purposes | - | 822,607 |
| Correction of income tax estimates of previous years | (135,234) | 103,257 |
| Provision for tax claims (Note 21) | 1,850,000 | 4,515,000 |
| Municipal income tax | 290,422 | 196,402 |
| Autonomous taxation | 381,766 | 394,155 |
| Income tax rate change effect | 24,684 | 303,816 |
| Application of the equity method | (118,151) | (127,796) |
| Reversal of deferred tax assets | 402,071 | - |
| Other effects | 39,216 | 606,689 |
| Income tax | 3,643,963 | 4,290,533 |
Under the adherence of the Group to the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law n.º 151- A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of 31 December 2013, an amount of 2,000,000 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process. Under that same regime the Group requested to the Tax Authorities the offset of part of the amounts challenged related with that inspection with credits that the Group had over the Tax Authorities (regarding Income Tax administrative and judicial appeals), having obtained, in the year ended as of 31 December 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro. Consequently, the amount of the unresolved contingency, as of 31 December 2014, is, approximately 12,500,000 Euro.
In order to cope with these disputes, the Group recorded provisions (Note 21), which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisors, of the impact that might outcome from the ongoing tax claims.
As of 31 December 2014 and 2013 the caption "Inventories" was made up as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Raw, Subsidiary and consumable material | 1,920,929 | 2,299,164 |
| Impairment losses in inventories (Note 21) | (48,038) | (48,038) |
| 1,872,891 | 2,251,126 |
Inventories essentially include paper used for printing newspapers and magazines.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The cost of sales for the years ended as of 31 December 2014 and 2013 can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Opening balance | 2,299,164 | 2,178,969 |
| Purchases | 14,384,205 | 15,565,011 |
| Closing balance | (1,920,929) | (2,299,164) |
| 14,762,440 | 15,444,816 |
As of 31 December 2014 and 2013 this caption can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Customers, current acounts | 9,088,161 | 9,410,134 |
| Customers, doubtful acounts | 3,068,919 | 3,056,344 |
| 12,157,080 | 12,466,478 | |
| Accumulated impairment losses (Note 21) | (3,068,919) | (3,056,344) |
| 9,088,161 | 9,410,134 |
The Group's exposure to credit risk is mainly attributable to the accounts receivable resulting from the Group's operating activity. The amounts presented in the face of the statement of financial position are presented net of accumulated impairment losses, which were estimated by the Group in accordance with its experience and based on an economic environment evaluation. The Group records impairment losses for customer balances due over 180 days. The Board of Directors believes that the net carrying amount of accounts receivable from customers is close to its fair value.
As of 31 December 2014 and 2013, the customers ageing of balances can be detailed (by business segment) as follows:
| Customers | ||||||
|---|---|---|---|---|---|---|
| 31.12.2014 | ||||||
| Newspapers | Magazines | Total | Newspapers | Magazines | Total | |
| Not due | 5,195,880 | 784,788 | 5,980,668 | 3,972,200 | 1,535,103 | 5,507,303 |
| Due with no impairment recorded | ||||||
| 0 - 90 days | 1,553,241 | 385,108 | 1,938,349 | 2,057,650 | 811,537 | 2,869,187 |
| 90 - 180 days | 289,013 | 45,982 | 334,995 | 224,821 | 66,340 | 291,161 |
| 180 - 360 days | 78,952 | 5,965 | 84,917 | 133,818 | 97,097 | 230,915 |
| + 360 days | - | 28,142 | 28,142 | - | - | - |
| 1,921,206 | 465,197 | 2,386,403 | 2,416,289 | 974,974 | 3,391,263 | |
| Swap accounts receivable | ||||||
| No impairment | 639,882 | 81,208 | 721,090 | 376,790 | 134,778 | 511,568 |
| Total | 7,756,968 | 1,331,193 | 9,088,161 | 6,765,279 | 2,644,855 | 9,410,134 |
The amounts recorded as "Swap accounts receivable" relate to balances receivable from exchange (swap) operations (amounts arising from the sale of advertising in exchange for other goods and services provided by the counterparty), for which there are also accounts payable under the caption "Suppliers" (Note 23).
For the overdue amounts for which there is no impairment loss recorded, the Group considers that there has been no loss in the credit quality of the counterparty, and therefore there is no credit risk.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The average credit period granted to customers depends on the type of sale/service. In accordance with procedures agreed with the distribution company, the amounts related to sale of publications are collected in the day the invoice is issued. In relation to services rendered (mainly the sale of advertising), the Company grants a credit period between 15 to 60 days (the same period as in 2013). The Group charges no interests for undue invoices. After the due date, the Company charges interests defined contractually, and in accordance with the applicable legislation, which usually only occurs under extreme conditions.
As of 31 December 2014 and 2013 these assets and liabilities had the following composition:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Debtor balances: | ||
| Corporate income tax | 891,228 | 1,184,719 |
| Value added tax | 46,010 | 58,564 |
| Other | 8,226 | 6,226 |
| 945,464 | 1,249,509 | |
| 31.12.2014 | 31.12.2013 | |
| Creditor balances: | ||
| Corporate income tax | 619,015 | 208,407 |
| Value added tax | 1,193,654 | 1,090,716 |
| Personal income tax | 572,862 | 573,732 |
| Social security contributions | 632,895 | 627,406 |
| Other | 46,912 | 46,696 |
| 3,065,338 | 2,546,957 |
The assets caption "Corporate income tax" includes advance payments and withholdings performed by third parties, net of the estimated income tax for the period (Note 10).
As of 31 December 2014 and 2013 this caption can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Advances to trade creditors | 208,752 | 350,000 | 150,706 | 350,000 |
| Other debtors | 548,882 | - | 807,948 | - |
| 757,634 | 350,000 | 958,654 | 350,000 | |
| Accumulated impairment losses in other debtors (Note 21) | (445,086) | - | (445,086) | - |
| 312,548 | 350,000 | 513,568 | 350,000 |
The non-current caption "Advances to trade creditors" refers to advance payments of printing services which will be rendered in future years and which reimbursement plan extends until 2022.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| 31.12.2014 | 31.12.2013 | ||||||
|---|---|---|---|---|---|---|---|
| Advances to trade creditors |
Other debtors | Total | Advances to trade creditors |
Other debtors | Total | ||
| Not due | 558,752 | 103,796 | 662,548 | 500,706 | 362,862 | 863,568 | |
| Due w ith no impairment recorded | |||||||
| 0 - 90 days | - | - | - | - | - | - | |
| 90 - 180 days | - | - | - | - | - | - | |
| 180 - 360 days | - | - | - | - | - | - | |
| + 360 days | - | - | - | - | - | - | |
| - | - | - | - | - | - | ||
| Total | 558,752 | 103,796 | 662,548 | 500,706 | 362,862 | 863,568 |
The amounts presented in the consolidated statement of financial position are net of accumulated impairment losses estimated by the Group, in accordance with its experience and based on an economic environment evaluation. The Group records impairment losses for other debtors' balances due over 180 days.
As of 31 December 2014 and 2013 this caption can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Accrued Income: | ||
| Newspapers and magazines to invoice | 4,603,326 | 4,670,953 |
| CMTV | 426,985 | - |
| Alternative marketing income | 252,395 | 292,035 |
| Advertising invoicing | 57,612 | - |
| Rappel | 29,728 | 268,867 |
| Interests receivable | 32,909 | 9,286 |
| Other | 124,053 | - |
| Deferred costs: | ||
| Operating expenses paid in advance | 476,145 | 324,340 |
| Charges related to subsequent year editions | 943,288 | 185,757 |
| Insurances | 65,721 | 16,397 |
| Other | 103,055 | 63,837 |
| 7,115,217 | 5,831,472 |
Sales of magazines and newspapers are recorded in the period in which the publications are distributed. The newspapers are distributed on a daily basis and the magazines are distributed on a weekly, monthly or bimonthly basis. Those amounts not yet invoiced are included in the caption "Newspapers and magazines to invoice".
CMTV's caption relates to the amount to invoice regarding transmission rights for the year 2014.
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
As of 31 December 2014 and 2013, the caption "Cash and cash equivalents" can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Cash Bank deposits repayable on demand Bank deposits repayable in less than 3 months |
59,202 9,299,790 3,300,000 12,658,992 |
57,960 7,258,307 3,000,000 10,316,267 |
| Bank overdrafts (Note 18) | (4,732,462) | (2,870,112) |
| Cash and cash equivalents in accordance with the balance sheet | 7,926,530 | 7,446,155 |
During the year ended as of 31 December 2014 the payments relating to financial investments were as follows:
| Acquisitions | % acquired | Transaction amount |
Amount paid |
|---|---|---|---|
| Adcom Media - Anúncios e Publicidade S.A. | 20.00% | 2,287,344 | 1,178,861 |
| Metronews - Publicações, S.A. | 41.00% | 942,237 | 485,614 |
| BUZ Participações Ltda. | 100.00% | 16,637 | 8,575 |
| Gratuitgadget - SGPS, Lda. | 100.00% | 3,781 | 1,949 |
| Destak Brasil - Empreendimentos e Participações, S.A. | 5.98% | 1 | 1 |
| 3,250,000 | 1,675,000 |
During the year ended as of 31 December 2013 the payments relating to financial investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 320,000 | 270,000 |
| 320,000 | 270,000 | |
| (*) acquisition of an additional percentage of 30% of the share capital |
As of December, 2014 and 2013, the dividends received refer to the associated company VASP – Sociedade de Transportes e Distribuições, Lda.
As of 31 December 2014, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares without nominal value. As of that date, Cofina SGPS, S.A. and the Group companies did not hold own shares.
Share premium is related with premiums obtained with share capital issuance or share capital increases. In accordance with the
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Portuguese commercial legislation, the amounts included in this caption follow the same regime as the "Legal reserve", i.e., the amounts are not distributable, unless in situations of insolvency, but can be used to absorb losses after the other reserves have been used, and for inclusion in the share capital.
The Portuguese commercial legislation provides that at least 5% of the annual net profit must be used to reinforce the "Legal reserve" until this caption represents at least 20% of the share capital. This reserve is not distributable but can be used to absorb losses after every other reserves have been used, and for inclusion in the share capital.
Under Portuguese legislation, the amount of distributable reserves is determined based on the non-consolidated financial statements of the Company, prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), as adopted by the European Union.
As of 31 December 2014 and 2013, the caption "Bank loans" was made up as follows:
| 31.12.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Book value Nominal value |
Book value | Nominal value | ||||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |
| Bank overdrafts (Note 16) | 4,732,462 | - | 4,732,462 | - | 2,870,112 | - | 2,870,112 | - |
| Bank Loans | - | - | - | - | 4,137,353 | 9,000,000 | 4,000,000 | 9,000,000 |
| 4,732,462 | - | 4,732,462 | - | 7,007,465 | 9,000,000 | 6,870,112 | 9,000,000 |
As of 31 December 2014 and 2013, the caption "Other loans" was made up as follows:
| 31.12.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Book value | Nominal value | Book value | Nominal value | |||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |
| Bond loans | - | 49,274,676 | - | 50,000,000 | - | 49,041,611 | - | 50,000,000 |
| Commercial paper | 23,496,752 | - | 23,500,000 | - | 17,900,832 | - | 17,850,000 | - |
| 23,496,752 | 49,274,676 | 23,500,000 | 50,000,000 | 17,900,832 | 49,041,611 | 17,850,000 | 50,000,000 |
As of 31 December 2014, this caption was made up of a loan denominated "Bonds Cofina SGPS - 2013/2019", whose nominal value amounts to 50 million Euro, issued by Cofina SGPS, SA and which book value, valued in accordance with the effective interest rate method, amounts to 49,274,676 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this loan are as follows:
- Reimbursement – at par, on interest payment dates, in three equal instalments, as of 28 September 2017, 28 September 2018 and 28 September 2019.
The liability caption "Commercial paper" relates to three commercial paper programs, in the maximum amounts of 15,000,000 Euro, 7,000,000 Euro and 5,000,000 Euro, with guaranteed subscription by the banks. These commercial paper programs mature in July 2015, September 2016 and July 2019, respectively, and bear interest at market rates.
Regarding the second and third commercial paper programs, with maturity as of 25 September 2016 and 31 July 2019, respectively, as they can be terminated by any of the parts, in each annual term date of the program, they were classified as current.
For the year ended as of 31 December 2014, the loan agreement concluded in March 2012 was early settled.
As of 31 December 2014, the credit facilities used by the Group and the corresponding maximum amounts authorized were as follows:
| Nature | Maturity | Authorized amount |
Used amount |
Available amount |
|---|---|---|---|---|
| Cash pooling/Overdraft | n/a | 43,500,000 | 2,329,209 | 41,170,791 |
| Current account facility | n/a | 8,000,000 | 2,403,253 | 5,596,747 |
| Commercial paper | 07/07/2015 | 15,000,000 | 11,500,000 | 3,500,000 |
| Commercial paper | 25/09/2016 | 7,000,000 | 7,000,000 | - |
| Commercial paper | 31/03/2017 | 5,000,000 | - | 5,000,000 |
| Commercial paper | 31/07/2019 | 5,000,000 | 5,000,000 | - |
| Bond loan 2013/2019 | 28/09/2019 | 50,000,000 | 50,000,000 | - |
| 133,500,000 | 78,232,462 | 55,267,538 |
During the year ended as of 31 December 2014, these loans borne interest indexed to Euribor, plus spreads ranging between 2,00% and 4,50%, depending on the nature and term of the credit obtained.
The nominal value of the bond loans (capital and interests) is repayable in accordance with the following plan:
| Year | Principal | Interest |
|---|---|---|
| 2015 | - | 1,984,500 |
| 2016 | - | 1,984,500 |
| 2017 | 16,666,667 | 1,819,125 |
| 2018 | 16,666,667 | 1,157,625 |
| 2019 | 16,666,666 | 496,125 |
| Total | 50,000,000 | 3,472,875 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
In the years ended as of 31 December 2014 and 2013 the Group's sensitivity to changes in the interest rate of plus or minus 1 percentage point, measured as the change in financial results, can be analyzed as follows:
| 31.12.2014 | 31.12.2013 | ||
|---|---|---|---|
| Without the hedging | Without the hedging | With the hedging | |
| derivative financial | derivative financial | derivative financial | |
| instruments effect | instruments effect | instruments effect | |
| Interest (Note 27) | 3,386,982 | 2,578,680 | 2,578,680 |
| Decrease of 1 p.p. interest rate applied to the entire indebtedness |
(782,325) | (837,201) | (733,954) |
| Increase of 1 p.p. interest rate applied to the entire indebtedness |
782,325 | 837,201 | 733,954 |
The sensitivity analysis above was calculated based on the exposure to the interest rate existing as of the statement of financial position date. This analysis considered as a basic assumption that the structure of financing (remunerated assets and liabilities) has remained stable throughout the year and similar to that presented as of 31 December 2014.
As of 31 December 2013, responsibilities related to retirement pensions granted to some of its employees were recorded based on the interpretation of certain labor legislation. In accordance with actuarial calculations performed by an expert and independent entity, the value of the Company's responsibilities, as of 31 December 2013, amounted to 459,894 Euro, fully provisioned. During the year ended as of 31 December 2014, as a result of a reassessment of the enforceability of those responsibilities, through the support of a legal opinion from the Group's legal advisors, it was concluded that those same responsibilities would not be required and, as such, the provision recorded was fully reversed (Nota 21).
As of 31 December 2014 and 2013, the amounts payable to fixed asset suppliers in relation to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following reimbursement plan:
| 31.12.2014 | 31.12.2013 |
|---|---|
| 24,842 | |
| 30,844 | 10,914 |
| 14,236 | - |
| 45,080 | 35,756 |
| 42,742 | 452,993 |
| 87,822 | 488,749 |
| - |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
In 2013, the company celebrated a lease contract relating to the Group's new headquarters building in Lisbon. Under this contract, the annual amount of the rent amounts to 1,591,160 Euros and has a minimum duration of 15 years, automatically renewable for successive periods of 5 years. This contract may be cancelled from the tenth year by the Company and by the lessor without any need for justification and with a minimum of 120 days and two years notice, respectively.
The movements occurred in provisions and impairment losses for the years ended as of 31 December 2014 and 2013 may be detailed as follows:
| 31.12.2014 | |||||
|---|---|---|---|---|---|
| Provisions | Pension liabilities (Note 19) | Impairment losses in investments (Note 4) |
Impairment losses in inventories (Note 11) |
Impairment losses in accounts receivable (Notes 12 and 14) |
|
| Opening balance | 8,502,480 | 459,894 | 1,103,977 | 48,038 | 3,501,430 |
| Increases | 1,850,000 | - | - | - | 614,866 |
| Reversals | - | (459,894) | - | - | (309,432) |
| Utilisations | (32,000) | - | (787,538) | - | (292,859) |
| Closing balance | 10,320,480 | - | 316,439 | 48,038 | 3,514,005 |
| 31.12.2013 | |||||
|---|---|---|---|---|---|
| Provisions | Pension liabilities (Note 19) | Impairment losses in investments (Note 4) |
Impairment losses in inventories (Note 11) |
Impairment losses in accounts receivable (Notes 12 and 14) |
|
| Opening balance | 6,429,560 | 434,562 | 1,103,977 | 102,282 | 5,257,078 |
| Increases | 4,515,000 | 25,332 | - | - | 213,985 |
| Reversals | (249,448) | - | - | (54,244) | (538,525) |
| Utilisations | (2,192,632) | - | - | - | (1,431,108) |
| Closing balance | 8,502,480 | 459,894 | 1,103,977 | 48,038 | 3,501,430 |
As of 31 December 2014 and 2013 the caption "Provisions and impairment losses" in the income statement can be detailed as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Provisions and impairment losses | ||
| Increase/(decrease) in impairment losses in account receivables (Notes 12 and 14) | 305,434 | (324,540) |
| Increase/(decrease) in impairment losses in inventories (Note 11) | - | (54,244) |
| Increase/(decrease) of provisions | - | (249,448) |
| Goodwill impairment losses (Note 6) | 1,658,968 | 2,030,000 |
| 1,964,402 | 1,401,768 | |
The reversal of the provision for pension liabilities was recorded under "Payroll expenses".
The liability's caption "Provisions" includes a provision for (i) future taxes, recorded against the income statement "Income Tax" (Note 10), in the current year and previous years, and for (ii) legal proceedings against the Group for which the outcome is uncertain, which corresponds to the best estimate made by the Board of Directors, supported by their legal and tax advisors, of the impact that might outcome from the ongoing tax claims.
As of 31 December 2013, the provision's utilizations mainly respect to indemnities paid to workers and payments to Portuguese
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
tax authorities ("Autoridade Tributária e Aduaneira") in the scope of Debt Regularization Exceptional Regime (RERD).
Derivative financial instruments recorded in the financial statements as of 31 December 2013 corresponded to interest rate swaps related with loans to finance the Group. Since these derivative instruments comply with the requirements set by IAS 39 - Financial Instruments: Recognition and Measurement, to be classified as hedging instruments, the respective fair value was recorded under the equity caption "Other reserves", net of deferred taxes.
The movement in these derivative instruments for the years ended as of 31 December 2014 and 2013 can be presented as follows:
| 31.12.2014 | |||||
|---|---|---|---|---|---|
| "Market-to market" |
Accrued interest | "Market-to market", net of accrued interest |
Deferred tax assets |
Net amount | |
| Opening balance | 495,474 | (128,442) | 367,032 | 89,923 | 277,111 |
| Increases / (decreases) | (495,474) | N/A | (367,032) | (89,923) | (277,111) |
| Closing balance | - | - | - | - | - |
| 31.12.2013 | |||||
| "Market-to market" |
Accrued interest | "Market-to market", net of accrued interest |
Deferred tax assets |
Net amount | |
| Opening balance | 992,890 | (126,878) | 866,012 | 229,493 | 636,521 |
| Increases / (decreases) | (497,416) | N/A | (498,980) | (139,570) | (359,410) |
As of December 31, 2014, the derivative financial instruments held by the group are overdue.
During the year ended as of 31 December 2014 the amount of 371,314 Euro (502,977 Euro as of 31 December 2013) related with accrued interests that result from the difference between the hedged fixed interest rate and the index base engaged were recorded under the caption "interests related with derivatives".
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
As of 31 December 2014 and 2013 this caption could be presented, taking into consideration its maturity, as follows:
| Payable in | |||||
|---|---|---|---|---|---|
| 31.12.2014 | No deadline (a) | Less than 3 months |
3 to 6 months | More than 6 months |
|
| Trade creditors and other commercial liabilities - current account |
|||||
| Newspapers segment | 7,482,428 | 741,722 | 6,740,706 | - | - |
| Magazines segment | 1,675,753 | 56,089 | 1,619,664 | - | - |
| 9,158,181 | 797,811 | 8,360,370 | - | - | |
| Payable in | |||||
| 31.12.2013 | No deadline (a) | Less than 3 months |
3 to 6 months | More than 6 months |
|
| Trade creditors and other commercial liabilities - current account |
|||||
| Newspapers segment | 7,092,552 | 632,334 | 6,460,218 | - | - |
| Magazines segment | 1,209,876 | 29,640 | 1,180,236 | - | - |
| 8,302,428 | 661,974 | 7,640,454 | - | - |
(a) – amounts included in the column "No deadline" relate to exchange transactions with entities that are also customers (Note 12). As such, there is no pre-determined settlement date.
As of 31 December 2014 and 2013 this caption was made up as follows:
| Other non-current creditors | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Creditors by leasing responsibilities (Note 20) | 45,080 45,080 |
35,756 35,756 |
| Other current creditors | 31.12.2014 | 31.12.2013 |
| Creditors by leasing responsibilities (Note 20) Other creditors: |
42,742 | 452,993 |
| Creditors by acquisition of financial investments Payroll |
1,575,000 152,054 |
- 181,201 |
| Exchanges with public entities Subscriptions |
255,487 226,368 |
256,687 223,202 |
| Loans from related entities (Note 28) Others |
446,237 2,649,070 |
483,774 3,762,790 |
| 5,346,958 | 5,360,647 |
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
With the exception of the amounts related with financial leasing responsibilities, whose reimbursement plan is presented in Note 20, the remaining amounts under the caption "Other current creditors" as of 31 December 2014 and 2013 have its maturity in less than 6 months. The amount included in the caption "Loans from related entities" refers to a loan from Destak Brasil – Empreendimentos e Participações S.A. to Adcom Media – Anúncios e Publicidade, S.A..The amount included in the caption "Creditors by acquisition of financial investments" refers, mainly, to the portion to be paid related to the acquisitions of shareholdings in Metronews – Publicações, S.A., Adcom Media – Anúncios e Publicidade, S.A., and Destak Brasil Empreendimentos e Participações, S.A..
As of 31 December 2014 and 2013, this caption was made up as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Accrued costs: | ||
| Accrued payroll | 3,790,784 | 4,186,211 |
| Commissions payable | 903,070 | 940,480 |
| Rappel | 2,003,372 | 1,729,681 |
| Supplies and external services | 1,080,830 | 964,043 |
| Interests payable | - | 9,622 |
| Other | 342,777 | 2,056,145 |
| Deferred income: | ||
| Deferred income from alternative marketing | 575,333 | 543,734 |
| Other | 93,404 | 68,352 |
| 8,789,570 | 10,498,268 |
"Sales" for the years ended as of 31 December 2014 and 2013 are mainly related to newspaper and magazines sales, including a small portion of income related to the sale of printing paper.
The caption "Services rendered" relates to sales of advertising in the Group's publications, net of the discounts granted.
The amounts arising from alternative marketing products are sold with the Group's publications and television transmission rights of CMTV are recorded in the caption "Other income".
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
The financial income and expenses for the years ended as of 31 December 2014 and 2013 are made up as follows:
| Financial expenses | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Interest paid (Note 18) | (3,386,982) | (2,578,680) |
| Interest related with derivatives | (371,314) | (502,977) |
| Commissions | (644,562) | (696,311) |
| Other financial expenses | (40,439) | (67,865) |
| (4,443,297) | (3,845,833) | |
| Financial income | 31.12.2014 | 31.12.2013 |
| Interest and similar income | ||
| Interest received | 201,977 | 111,267 |
| Other financial income | 335,030 | - |
| 537,007 | 111,267 | |
| Gains and losses in associated companies | ||
| Gains/(losses) arising from the aplication of the equity method | 482,247 | 471,494 |
| 482,247 | 471,494 | |
| 1,019,254 | 582,761 |
The Group companies have relations with each other that are qualified as transactions with related parties. All of these transactions are made at market prices.
During the consolidating procedures, these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as one single company.
The main balances with related parties as of 31 December 2014 and 2013 and the main transactions with related entities during the years then ended may be detailed as follows:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
| 31.12.2014 | |||
|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
| Associated entities (a) Other related entities (b) |
57,250,268 - |
3,967,358 - |
517,027 1,665,614 |
| 57,250,268 | 3,967,358 | 2,182,641 | |
| Balances | Accounts Receivable |
Accounts Payable | Sales to invoice |
| Associated entities (a) | 1,003,500 | 597,033 | 4,603,326 |
| 1,003,500 | 597,033 | 4,603,326 |
| 31.12.2013 | |||
|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
| Associated entities (a) Other related entities (b) |
58,929,359 - |
3,451,232 - |
641,992 1,703,445 |
| 58,929,359 | 3,451,232 | 2,345,437 | |
| Balances | Accounts Receivable |
Accounts Payable | Sales to invoice |
| Associated entities (a) | 803,040 | 604,130 | 4,670,953 |
| 803,040 | 604,130 | 4,670,953 | |
(a) All entities consolidated by the equity method on December 31, 2014 and 2013 as described in Note 2.2 b)
(b) The companies described below were considered to be other related entities.
Sales and other income carried out with associated companies during the years ended as of 31 December 2014 and 2013 relate to sales of publications (newspapers and magazines) and marketing alternative products to VASP (Note 4), which handles the corresponding distribution to the points of sale. These transactions are carried out under the normal activity of the Group.
Services rendered to associated companies during the year ended as of 31 December 2014 relate to sales of advertising of the subsidiary Adcom Media (Note 4).
Compensations paid to the Board members of Cofina SGPS, S.A. Board of Directors during the year ended as of 31 December 2014 by the companies included in the consolidation by the full method, include only fixed remunerations and amount to 444,000 Euro.
Under article 3 of Law No. 28/2009, of June 19, the non-executive Directors Domingos José Vieira de Matos, Pedro Miguel Matos Borges de Oliveira and Ana Rebelo Mendonça received, during the year 2014, 28,000 Euro, each, as a fixed compensation paid directly by Cofina SGPS, S.A..
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Apart from the companies included in consolidation (Note 4), the entities considered to be related companies as of 31 December 2014, can be presented as follows:
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors was composed as follows as of 31 December 2014:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo de Carvalho Menéres de Mendonça Pedro Miguel Matos Borges de Oliveira
As of 31 December 2014, Cofina Group had provided guarantees as follows:
a) Pledge of 112,268,150 shares of Cofina Media, S.A. in favour of the Portuguese Tax Authority ("Autoridade Tributária") as a guarantee for the ongoing income tax claims (Note 21).
As of 31 December 2014 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to, 570,553 Euro in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 63,500,000 Euro.
Earnings per share for the years ended as of 31 December 2014 and 2013 were calculated as follows:
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Net profit considered for the computation of basic and diluted earning | 6,173,887 | 4,681,002 |
| Weighted average number of shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share Basic Diluted |
0.06 0.06 |
0.05 0.05 |
In the year 2014 the Company distributed dividends amounting to 1,025,658 Euro relating to the year ended as of 31 December 2013.
In relation to year 2014, the Board of Directors proposes to pay a gross dividend of 0.02 Euro per share. This dividend is subject to shareholder's approval in the General Shareholders Meeting.
The net operating income, indicating those related to transactions with other segments and those resulting from transactions with external entities may be presented as follows:
| 31.12.2014 | New spapers | Magazines | Total | |
|---|---|---|---|---|
| Net operating income | ||||
| Resulting from operations w ith external customers | 84,573,998 | 21,503,476 | 106,077,474 | |
| Resulting from operations w ith other segments | 5,934,886 | (5,934,886) | - | |
| 31.12.2013 | New spapers | Magazines | Total | |
| Net operating income | ||||
| Resulting from operations w ith external customers | 86,099,644 | 21,559,426 | 107,659,070 | |
| Resulting from operations w ith other segments | 5,158,890 | (5,158,890) | - |
The amounts related to operating cash-flow, amortization and depreciation and income before taxes and interests by segment, may be presented as follows:
| 31.12.2014 | New spapers | Magazines | Total |
|---|---|---|---|
| Operating Cash-flow - EBITDA (a) | 15,429,869 | 813,327 | 16,243,196 |
| Amortisation and depreciation | 2,885,150 | 41,663 | 2,926,813 |
| Earnings before interest and taxes | 12,544,719 | 771,664 | 13,316,383 |
(a) - Earnings before interest, taxes, depreciation and amortisation
| 31.12.2013 | New spapers | Magazines | Total |
|---|---|---|---|
| Operating Cash-flow - EBITDA (a) | 16,334,859 | (107,281) | 16,227,578 |
| Amortisation and depreciation | 3,854,902 | 17,553 | 3,872,455 |
| Earnings before interest and taxes | 12,479,957 | (124,834) | 12,355,123 |
(a) - Earnings before interest, taxes, depreciation and amortisation
The total assets and total liabilities, the investment performed during the year in tangible and intangible assets and the gains in associated companies may be presented, by segment, as follows:
| 31.12.2014 | New spapers | Magazines | Holdings and others | Eliminations and consolidations adjustments |
Total |
|---|---|---|---|---|---|
| Total assets | 110,228,411 | 11,299,412 | 174,317,271 | (159,679,970) | 136,165,124 |
| Total liabilities | 26,482,054 | 5,816,595 | 85,023,095 | (1,433,279) | 115,888,465 |
| Investments for the year (a) | 1,485,312 | 18,582 | - | - | 1,503,894 |
| Gains / (losses) in associated companies | 482,247 | - | - | - | 482,247 |
(a) - increases in tangible and intangible assets
| Eliminations and consolidations |
|||||
|---|---|---|---|---|---|
| 31.12.2013 | New spapers | Magazines | Holdings and others | adjustments | Total |
| Total assets | 50,367,648 | 10,790,320 | 323,290,352 | (247,257,767) | 137,190,553 |
| Total liabilities | 28,937,912 | 5,998,018 | 103,782,923 | (19,567,041) | 119,151,812 |
| Investments for the year (a) | 3,266,032 | 12,715 | - | - | 3,278,747 |
| Gains / (losses) in associated companies | 181,667 | - | - | - | 181,667 |
(a) - increases in tangible and intangible assets
IV. Notes to the Consolidated Financial Statements (Translation of a report originally issued in Portuguese – Note 35) (Amounts expressed in Euro)
During the years ended as of 31 December 2014 and 2013, the average number of employees of the companies included in the consolidated financial statements by the full consolidation method was of 930 and 883, respectively.
The financial statements were approved by the Board of Directors and authorized for issuance on 20 March 2015. Its final approval is dependent on the agreement of the General Shareholders' Meeting.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
______________________________________________
The Chartered Accountant The Board of Directors
Paulo Jorge dos Santos Fernandes
João Manuel Matos Borges de Oliveira
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
Pedro Macedo Pinto de Mendonça
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
(This is a translation of a report originally issued in Portuguese – Note 35)
Page 2 of 2
Oporto, 20 March 2015
(Translation of a report originally issued in Portuguese – Note 35)
Cofina, S.G.P.S., S.A.
In compliance with the applicable legislation and our mandate, we hereby submit our Report and Opinion, which covers the Board of Director's Report and individual and consolidated Financial Statements of Cofina, S.G.P.S., S.A. ("Company") for the year ended 31 December 2014, which are the responsibility of the Company's Board of Directors.
During the year under analysis, the Statutory Audit Board accompanied the operations of the Company and its affiliates, the regularity of the accounting records, the compliance with statutory and legal requirements and the effectiveness and integrity of the risk management and internal control systems, having held meetings with the periodicity and length considered appropriate and having always obtained, from the Board of Directors and Company´s and its affiliates personnel, all the information and explanations required.
As part of its duties, the Statutory Audit Board examined the individual and consolidated statement of financial position as of 31 December 2014, the individual and consolidated statements of profit and loss, of comprehensive income, of cash flows, and of changes in Equity for the year then ended, and the corresponding notes. Additionally, the Statutory Audit Board examined the Board of Directors ´Report for the year 2014, and fulfilled its duties concerning the review of the qualifications, independence and work of the Statutory and External Auditor, and reviewed the Statutory Audit and Auditor's Report and was in agreement with its content.
Considering the above, it is the Statutory Audit Board´s opinion, that the Board of Director's Report and the individual and consolidated Financial Statements are in accordance with the accounting, legal and statutory requirements and, consequently, may be approved by the General Shareholders' Meeting.
In accordance with paragraph a), number 1 of article 8 of the Regulation of CMVM 5/2008, the members of the Statutory Audit Board declare that, to their knowledge, the information contained in the Board of Directors' Report and the individual and consolidated financial statements were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, as well as the remaining documents of presentation of accounts required by law or regulation giving a true and fair view, in all material aspects, of the assets and liabilities, financial position and the individual and consolidated statement of profit and loss of the Company as of 31 December 2014 and that the Board of Directors' Report faithfully describes the business evolution, performance and financial position of Cofina, SGPS, S.A. and of the companies included in the consolidation perimeter, and contains a description of the major risks and uncertainties that they face.
We wish to express our regard to the Company's Board of Directors and to the services and staff of the Company and its affiliates for the assistance provided to us.
Oporto, 20 March 2015
The Supervisory Board
Pedro Nuno Fernandes de Sá Pessanha da Costa President of the Supervisory Board
André Seabra Ferreira Pinto Member of the Supervisory Board
José Guilherme Barros Silva Member of the Supervisory Board
COFINA, SGPS, S.A. Rua do General Norton de Matos, 68 - R/C 4050 – 424 Porto PORTUGAL Tel: + 351 22 834 65 00
www.cofina.pt
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