Annual Report • Apr 17, 2014
Annual Report
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Net result of the Group grows by 24% to 50.5 million euros
International activity of the Group represents around 74% (2012: 65%)
Africa and Latin America with growth rates over 35%
Turnover grows some 3.1% exceeding 2,314 million euros
EBITDA increases 26% and EBIT around 42%, with margins of 16% and 11%, respectively
Order book of 3.9 billion euros (81% in external markets)
Significant increase in debt maturity with transfer from short- term to medium- and longterm
| 2013 | % T | ∆ | 2012 | % T | 4Q13 | % T | ∆ | 4Q12 (*) | % T | |
|---|---|---|---|---|---|---|---|---|---|---|
| (audited) | (audited) | (non audited) | (non audited) | |||||||
| Turnover | 2,313,702 | 3.1% | 2,243,167 | 650,925 | 5.2% | 618,614 | ||||
| Europe | 911,142 | (26.0%) | 1,231,918 | 184,611 | (41.7%) | 316,876 | ||||
| Africa | 1,008,918 | 38.4% | 728,811 | 302,896 | 43.2% | 211,484 | ||||
| Latin America | 426,105 | 35.8% | 313,856 | 123,539 | 23.6% | 99,973 | ||||
| Other & Interc. | (32,463) | (31,418) | 39,879 | (9,720) | ||||||
| EBITDA | 362,839 | 15.7% | 26.2% | 287,455 | 12.8% | 96,985 | 14.9% | 12.5% | 86,178 | 13.9% |
| EBIT | 242,876 | 10.5% | 41.9% | 171,180 | 7.6% | 66,446 | 10.2% | 51.8% | 43,785 | 7.1% |
| Net financial income | (106,243) | (4.6%) | (28.8%) | (82,483) | (3.7%) | (28,468) | (4.4%) | (25.7%) | (22,641) | (3.7%) |
| Net income/losses from equity method | (1,451) | (0.1%) | (106.5%) | 22,346 | 1.0% | (210) | (0.0%) | (101.7%) | 12,319 | 2.0% |
| Income before taxes | 135,182 | 5.8% | 21.7% | 111,044 | 5.0% | 37,768 | 5.8% | 12.9% | 33,463 | 5.4% |
| Net income | 88,468 | 3.8% | 19.5% | 74,007 | 3.3% | 19,500 | 3.0% | 19.3% | 16,348 | 2.6% |
| Attributable to: | ||||||||||
| Non-controlling interests | 37,964 | 1.6% | 14.1% | 33,261 | 1.5% | 6,911 | 1.1% | 680.3% | 886 | 0.1% |
| Group | 50,505 | 2.2% | 24.0% | 40,746 | 1.8% | 12,589 | 1.9% | (18.6%) | 15,462 | 2.5% |
EBITDA = operating result + amortisation + provisions and impairment losses; net debt = debt – cash and cash equivalentes; (*) 4T12: Pro forma data considering using the equity method in the recognition of the interests held in the companies of the INDAQUA GROUP
thousand euros
| Highlights | 3 |
|---|---|
| Message from the Chairman of the Board of Directors | 5 |
| Message from the Chief Executive Officer | 7 |
| Consolidated Management Report | 9 |
| Macroeconomic background | 10 |
| Analysis of financial performance | 12 |
| Analysis by business area | 17 |
| Stock price behaviour and dividends | 30 |
| Risk management | 32 |
| Human Capital Management | 37 |
| Activity carried out by non-executive Board Members | 38 |
| Proposal for the appropriation of profits | 39 |
| The Outlook for 2014 | 39 |
| Subsequent events | 40 |
| Closing remarks | 43 |
| Consolidated Financial Information | 47 |
| Separate Consolidated Income Statement | 49 |
| Statement of Consolidated Comprehensive Income | 50 |
| Statement Consolidated of Financial Position | 51 |
| Statement of consolidated changes in equity | 52 |
| Statement Consolidated of Cash-flows | 54 |
| Notes to the Consolidated Financial Statements | 55 |
| Appendix A | 158 |
| Report on Corporate Governance Practices | 165 |
| Annexes | 213 |
| Declaration under Article 245 of the Securities Code | 213 |
| Article 324 of the Companies Code | 215 |
| Article 447 of the Companies Code | 215 |
| Article 448 of the Companies Code | 217 |
| Decree-Law 411/91 | 217 |
| Article 66.5(g) of the Companies Code | 217 |
| Qualified Holdings | 218 |
| Statement on remuneration policies applicable to managers | 219 |
| Supervision Reports | 231 |
| Statutory Auditors' Reports | 234 |
| Report and Opinion of the Statutory Audit Board | 236 |
| Auditors' Report | 238 |
Dear shareholders
We submit to your approval the accounts from the 2013 financial year, which we regard as exceptional considering the difficult world in which we live.
These are the result of an internationalisation and diversification policy that we built over the years and which has enabled us to successfully overcome the global crisis of the last years.
To the current and former executive management I must express my deep gratitude for the success we have achieved.
What we did in the last years poses new challenges and it is that which we have already started, with two important decisions already taken, one already implemented and another one still at the implementation stage.
In my opinion, it is a decision that, besides strengthening the recognition of Mota-Engil, SGPS, will allow a greater investment in the strategy the Group chose to adopt and that is being implemented.
To respond to this new challenge, the Group will adapt its Governance Model, with a greater Management autonomy in the Regions where we operate, alongside the Group spirit that has always been an integral part of Mota-Engil, with the proposal we shall present to the Shareholders so that the CEOs from each Region find a seat in the Administration Board.
I believe that our Group will be stronger, more competitive and capable of continuing to have success in a World in which it is increasingly important to be a company acknowledged in each market in which we operate.
As this year is marked by the term of the mandate of the Administration Board of the Group and the members of the General Assembly, I would like to thank the great work they have performed.
Lastly, I thank our collaborators for the effort they have been making. I have no doubt they will support another stage of the Group.
António Mota Chairman of the Board of Directors
Having completed another year, I turn to the Shareholders to, in compliance with statutory and governance obligations, report on the course of the society's business.
We have been witnessing a constant improvement, possibly not yet sustained, of economic activity and context, in which we rejoice, but that per se does not yet express the assurance of resolution of, possibly, the largest economic crisis of the last century.
Nevertheless, such signs are encouraging and must be duly noted with the proper precaution, being conveyed in the macroeconomic statistics of the country, in the advanced indicators of the economy, in the improvement of the liquidity of the financial system, in the increase in the expectations of economic agents and in the performance of the capital markets.
Notwithstanding the slight signs of recovery, which we are so very pleased to discern, the Group had yet again very sound behaviour, having, in fact, the best operational performance ever.
Remarkable resilience in the markets still under pronounced decrease, like the Portuguese, strong growth in potential markets, with an improvement in margins which, let it be noted, are at the level of the best in class within the global construction industry.
But what is most comforting is that such powerful operational performance expresses knowledge, experience, efficient and effective resources, motivated teams and an organisation with strategic guidance.
And that renews our confidence in the future.
Thus, the Group proceeded on its path in accordance with the strategic planning approved, toward sustainable growth, increased profitability and strengthening of its balance, increased empowerment of its personnel, renewed investment in its production means, increased proactivity in its commercial activity, deepening of its diversification and presence in its current markets.
Such operational performance on part of the Group, conveyed by the 2013 results now presented, does not go unnoticed by the capital markets, where the Group has envisioned constant and sustained recognition of its value, expressed by the most significant valuation of the main share index (PSI 20) of the Portuguese market and one of the best in Europe, thus such share presented, in 2013, a growth of more than 175%.
And such singular, but fully justified, interest on part of shareholders fills the whole company with pride, but also with even greater responsibility.
Aware of this reality, the management, along with the shareholders, made two relevant decisions that will change the dimension and perspectives of the presence of the Group in capital markets:
in this continental region, in which a powerful growth is estimated for the next decades, with the Group maintaining strong shareholder control.
In this manner, the credibility of the Group in the global community of investors is strengthened.
But the growing exposure of the Group to new markets and international activity, which in the past year, with an increasing fashion, reached some impressive 74%, requires a reform of the organisation.
Such is the process on-going and the main objective for 2014.
An organisation with a holding more present in strategy, in the definition of major policies, allocation of financial resources, assurance of shareholder representativeness and in the union and cohesion of the Group, but relying on operational units for the execution of such guidelines in contexts as varied as the ones in which we nowadays develop our activity.
Such endeavour requires the strengthening of our skills and competences by mobilising them to several markets. Para tal, é necessário reforçar as valências e competências mobilizando-as para os vários mercados.
Only then will we attain an organisation which is one in its strategy, cohesive in its corporate and operational patterns, but flexible in spite of its dimension, and empowered where empowerment is needed to meet, with ever better performance, the commitments and needs of our clients.
I conclude by renewing my thanks to the personal and professional dedication of our collaborators, the commitment of our shareholders, the loyalty of our clients and the support of the financial system and of our suppliers.
Gonçalo Moura Martins Chief Executive Officer
Following a growth of 5.1% in 2010, 3.9% in 2011 and 3.2% in 2012, world economy registered a growth of merely 2.1% in 2013, continuing the slowdown that begun after the global financial crisis.
Despite a growth witnessed in 2013 below the growth in the previous years, some signs emerged in the fourth quarter of 2013, which enable to cultivate sound expectations of inversion of this downward trend, for 2014 and 2015. In fact, emerging economies, including China, stalled the phase of gradual decrease in the growth rhythm, being able to discover new opportunities in their national and international markets. On the other hand, the economies of the Euro Zone registered growth again, whereas the United States of America continues to recover from the economic and financial crisis they face. The United Nations forecasts point towards a growth of the global GDP from 3% for 2014 and 3.3% for 2015.
The abovementioned signs, although extremely positive, did not prevent 2013 from being a year of profound recession, particularly in Portugal and Poland, economies in which Mota-Engil focuses its activity in Europe, significantly affecting the volume of contracting and infrastructure construction. Portugal in particular, following the request of financial assistance in 2011, following the closure of financial markets to its economy, is now showing signs of recovery, having managed to redress its trade balance and reduce its dependency on exterior financing. Therefore, the two last quarters of the year registered a knock-on growth, leading to the belief that 2014 shall be the year of economic upturn and that it may enable a decisive boost of private investment.
In Africa, particularly in the Southern African Development Community (SADC), a region in which MOTA-ENGIL is present, the gross domestic product remained stable, with the estimation of a growth of 3.6%. The markets of Angola and Mozambique continue to benefit from mining and Oil & Gas activities. Nonetheless, South Africa, the main provider of raw materials and equipment in the region, was deeply affected by the currency crisis of emerging countries, undergoing a considerable devaluation of its currency.
In terms of employment, the Euro Zone continues having high unemployment rates, which constitute the main challenge of these economies in the years to come. African countries with high natural resources are in a position to benefit from this structural unemployment, as they can use the qualified labour force available to help support its development. Countries such as Angola and Mozambique must direct their investment not only to basic infrastructures, but also to the development of the industrial sector, thus reducing their dependency on other countries.
It is also important to note the growth, above 6%, of the gross domestic product in regions of Western and Eastern Africa, classified by the Group as strategic for the development of business in Africa.
Economic activity in Latin America decelerated in 2013, although their major economies presented a differentiated behaviour. If, on the one hand, Brazil inverted the deceleration cycle, growing again above 2%, on the other hand, Mexico, after growing 3.9% in 2012, witnessed an estimated deceleration to 1.9% in 2013. For 2014 and 2015, the United Nations estimate that the growth of the gross domestic product of the region and of these countries in particular returns to around 4%.
These economies have also been affected by the currency crisis in emerging countries; the Brazilian real depreciated by 20%, whereas the Peruvian nuevo sol (PEN) and the Colombian peso (COP) depreciated around 14% during 2013. The Mexican peso (MXN) was an exception to this trend, benefiting from the link of the economy to the United States of America.
During 2013, the discussions on the needs of long-term financing continued. This financing is intended to enable states to invest in critical areas such as those of health infrastructure, education infrastructure and sewage networks in the poorest countries, as the latter will enable a sustainable growth of global economy. The benchmark interest rates in the Euro Zone, USA and Japan remained in historically low levels during the year, without however reaching the purpose of fostering private investment.
The continuous growth of international trade, although more moderate in 2013, shall enable the Group future growth opportunities whether for the absolute need of construction of logistic corridors, or for their know-how and strategic location for the management of those infrastructures. In this particular aspect, the price of commodities, which was inconstant in 2013, despite of the slight decrease in food price is paramount. For the biennium 2014-2015, the United Nations expect the price of commodities to remain relatively stable.
In conclusion, the macroeconomic background for 2014 enables the consideration that conditions for the increase of investment in infrastructures, particularly in Europe, and the maintenance of the level reached this year, in the regions of Latin America and Africa, have been created.
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
Benefiting from a 38% and a 36% growth in the African and Latin American markets, respectively, the Group's turnover reached the amount of 2,314 million euros in 2013, which represents an increase of 3.1% compared with the € 2,243 million in 2012.
These two markets have increased enormously in importance in the Group's turnover and now represent 62% of the total consolidated business volume compared with 46% for 2012. The maintenance of high order book levels in these markets and the expansion of business in Africa to new countries lead to the expectation of a sustained international development for the Group. Once again it is stressed that this behaviour is in line with the strategic objectives set out in the Strategic Plan for the Group: "Ambition 2.0" although the conditions in the markets result in a change to the mix expected with a reduction in the weighting from Europe and a greater contribution from other regions.
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
This progress has been due to an excellent performance in overseas markets with a growth of 17% in business in the environment and services area. The relative weight of overseas activity in 2013 reached an approximate value of 74% compared with 65% in 2012.
Alongside the progress in the business volume, the international order book has also built up its weighting for the Group with special mention for the progress recorded for Group companies in Latin America.
The growth in the importance of overseas markets is the result of an emphasis on penetration in markets of a number of countries with sustained growth in particular in the emerging markets of Africa and Latin America which, together with the new organisational model, was strengthened by the Group Strategic Plan: "Ambition 2.0".
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
From the point of view of operational profitability, 2013 saw an excellent performance with the EBITDA showing a growth of over 26%, that is € 75.4 million more than last year, and an increase of more than 12% in the 4th quarter (4Q12: pro forma data). Once again, this achievement is due essentially to the African market where the EBITDA margin is over 24% for 2013 and over 26% for the 4th quarter.
As a result the African markets increased their contribution to Group operational profitability which now stands at 67% compared with 47% in the previous year.
The growth recorded in the consolidated EBITDA to more than 15% in 2013 compares with 12.8% the previous year and is the product of the change in the mix of business volume and margins as well as the result, as stated previously, of efforts to improve operational efficiency, the capacity for the transversal use of know-how, best practises and the quality of the goods and services provided in more mature markets. All of this is the product of a combination of projects in various regions which contributed to the achievement of maximum values for margins in the great majority of countries where the Group operates, resulting also from the seasonal nature of the construction business.
The excellent performance in the domestic market in the fields of the environment and services, in particular in the logistics segment, is remarkable for the margins achieved in the region of 18% along with growth in absolute terms of € 5.3 million.
In 2013 net consolidated investment reached € 166 million against € 145 million in the previous year, with investment in African and Latin America markets standing out in the sum of € 119 million compared with € 93 million in the previous year. Analysis of overall investment by nature shows that investment in maintenance totalled € 61 million while investment in expansion rose to approximately € 105 million.
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
Total net debt stood at € 972 million compared with € 850 million in 2012. Of this sum, some € 562 million are allocated to Group operational activities, the remainder of € 410 million corresponding to investment in associate companies which do not contribute to EBITDA and in strategic assets.
The strategy of increased maturity of Group debts compared with a majority of short-term debt in previous years has resulted in a rescheduling into medium and long-term debt of a substantial part of the consolidated total so that for the success of the issue, a bond loan in the sum of € 175 million due in 2016 was a major contribution together with another bond issue to international investors for USD 50 million which also matures in 2016 and the contracting of other
medium-term financing in the sum of € 80 million. Of the total debt including leasing and factoring, some 68% or approximately € 807 million had a maturity of more than a year at the 31st of December of 2013.
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
The financial results contributed to the net results with a negative sum of € 106.2 million compared with -€ 82.5 million in 2012, which represents an increase of some € 23.8 million or 28.8% compared with the previous year in net finance charges. This performance resulted essentially from the increase of some € 16 million in net interest paid.
In 2013 profits and losses in associated companies ("Equity Method" in the graphic) made a negative contribution to the results with € 1.5 million compared with the positive amount of € 22.3 million in the previous year. Essentially, the value for 2013 is composed of the following: the Group share in the results of Martifer Group, in the negative sum of € 25 million against the € 21 million loss the previous year; and the Group part of the Ascendi Group results of € 19.8 million compared with € 25 million in the previous year.
As a consequence of this operational and financial performance, the result before tax grew to € 135 million against the € 111 million from the previous year, while the net consolidated result increased to € 88 million compared with the € 74 million in 2012, with € 50.5 million attributable to the Group, which represented a 24% increase on the previous year (€ 40.7 million).
At the end of 2013 the order book stood at almost € 3,900 million of which € 3,100 million are in overseas markets (2012: € 2,600 million) and representing almost 81% compared with 77% the previous year of the total order book. As usual, the order book outside of the construction industry covers only contracts for the provision of services in waste management and maintenance. The Group does not include in the order book the receipts expected from the operation of port terminals.
2011: Pro forma data considering the asset equity method in the recognition of stakes held in the companies of the Indaqua subgroup
The European business includes the engineering and construction companies together with those in the field of environment and services which the group has in Portugal and in Central Europe or which are controlled by the regional management structure. In the area of environment and services, logistics, re-cycling, water management and power and maintenance are the main business activities.
The turnover for the Mota-Engil Group in Europe reached € 911 million in 2013 compared with € 1,232 million in 2012 and a decrease of 26%. This drop comprised of a reduction of 36.5% in the engineering and construction area which was not compensated for by the rise in volume for environment and services of 3.7%. Overall, the environment and services segments achieving a consolidated turnover of € 328 million against € 316 million for the previous year.
The operating profitability obtained in Europe, despite the maintenance of the EBITDA margin (9.4% in 2013 and 9.7% in 2012), saw a drop of 28.8% in the absolute value of the indicator to € 85.5 million against € 120.1 million in 2012, mainly due to the fall-off in business in engineering and construction.
In 2013 the waste disposal business in Europe reached levels identical with those of the previous year in terms of both activity, with € 80 million in 2013 and € 83 million in 2012, as well as in performance terms with an EBITDA of € 18 million in 2013 and € 19 million in 2012.
The logistics business continues to play a major part in the business volume for the environment and services having grown by 6.8% in comparison with the values obtained in 2012 (€ 200 million in 2013 compared with € 187 million in 2012) with a rise in EBITDA to € 38 million compared with € 33 million in the previous year. This achievement is the result of increasing movement in Portuguese ports as well as operational improvements which have been introduced by means of integrated management at the various sites in addition to an increase in business on the part of all of the companies in the segment which underpin the port concessions.
The companies in the field of maintenance and power saw a slight reduction in business while maintaining the same level of EBITDA with € 4 million in both 2013 and 2012.
At the moment the Group is focusing on the engineering and construction industries in Europe as well as in Portugal and Poland, 2013 witnessing a natural decrease in business for the engineering and construction companies in the region by some 36%, the result of the current economic situation in Europe and the easing off of growth in the countries of Central Europe.
Poland has always been regarded as a major strategic platform for penetrating other markets in the region due to its geographic location which favours rapid access to neighbouring markets with a high degree of potential such as Germany, which itself is Poland's biggest trading partner. Following the spike in production in the construction field recorded in 2011 mainly due to the European Football Championship and in spite of the recent trend of fewer new road and motorway building contracts, major investment is expected to continue in the refurbishment, renewal and modernisation of regional and local roads. The Polish authorities are also studying the holding of tender competitions for PPP type road construction which also include the services of maintenance and reconstruction and modernisation. Major investments are also expected in projects in the area of energy and environmental infrastructure justifying the objective of diversification set for this field. In the upcoming Community Support Framework for 2014-2020, the European Union awarded Poland some € 83 billion intended mainly for the development of infrastructure and support for SMEs. Mota-Engil is keeping a close eye on developments and is ready to make the most of the existing
opportunities to go on developing business in the region with increasing levels of production and profitability in the coming years.
In Portugal, 2013 was the 12th consecutive year of reducing business for group companies in the construction industry with demand falling towards new records in the course of the year. Estimates indicate an overall drop in production for the construction industry of 15% in 2013 although, in spite of the profound crisis, in the second half of 2013 the first signs of stabilisation in the level of business were noticed, overall indicators for the industry showing a significant easing off in the bankruptcies with a number of improvements noted in certain areas. The latest forecasts for the construction industry in 2014 suggest results which are a little contradictory. On the one hand, public works contracts are still suffering the negative consequences of the government's policy of austerity while at the same time the increase in private investment in the non-housing sector and in particular in the tourism field allow a degree of optimism.
In early 2014 a study on "Infrastructures for High Value Added" was presented, in which has been identified a plan for investment in infrastructures considered essential for the country's economic and social development. The study proposes the implementation of at least 30 projects with an estimated total cost of € 5.1 billion until the year of 2020, including the creation of a deepwater terminal in Lisbon, completing the connection high performance railway between Sines and Spain, or a new cargo terminal at Lisbon Airport.
In spite of the prolonged crisis, the Group's perspectives for 2014 are moderately encouraging. The internal reorganisation of the segment which has brought greater levels of operational, financial, economic and management efficiency permit a degree of optimism in facing up to the economic and financial situation in the certainty that this business area will be strengthened after the recovery taking place in the industry in these countries.
The logistics business segment covers the the areas of port and road/railway terminals, integrated logistics and railway transport of goods. Mota-Engil occupies a leading position in the operation of port facilities in particular at Leixões, Aveiro, Figueira da Foz, Lisbon and Setúbal.
The Group also operates in the fields of road and rail transport of goods, intermodal logistics installations, distribution, transport and other related services where it is the major private operator in Portugal in the railway transport of goods. International expansion has taken place via the management of port concessions in Peru through the Group's participation in the Euro-Andean Port terminals consortium as well as in Spain with the Ferrol Container Terminal and the goods transport company Transitex which handles container traffic including port-to-port and which also has its own structure in various other countries including Mozambique, Mexico, Brazil, Colombia, Chile, South Africa and Peru.
The group also has an important presence as a railway goods transport business in both Portugal and Spain through its associate companies Takargo and Ibercargo.
The strategy adopted by Mota-Engil in search of diversification includes seeking out partnerships which boost investment capacity and expansion of business, mainly through the replication of the Group's domestic diversification experience in overseas markets.
Following up this strategy, in December 2013 the Group disposed of its minority holding of 36.875% in Tertir – Terminais Portuários, SGPS, SA (a company holding the concessions for port terminals on the Atlantic coast of the Iberian Peninsula) in the sum of some € 59 million. This operation did not change any controlling relationship that the group held in that company, or the respective concessions.
Regarding the Portuguese market, the port terminal business was characterised by a growth of some 6.41% in terms of container handling, increasing from 714 thousand TEU in 2012 to 759 thousand TEU in 2013. In terms of general cargo, the growth was even greater increasing 22.7% from 3.2 million tons in 2012 to almost 4 million tons in 2013.
Business at the concessions held by the Group in the port at Lisbon increased in the period by 16%, recovering from the strike by port workers which had a significant effect on the operations at the port in the last quarter of 2012. On the other hand, operations at the Leixões Port underwent a slight drop of some 3% in 2013 without any benefit from the problems which affected the port of Lisbon the previous year.
Internationally, the port terminal in Peru remained at the construction stage as with the terminal at Ferrol where the investment in facilities was made so that the start of operations could take place in the first half of 2014.
Already in 2014, the Portuguese Constitutional Court found in favour of Liscont in the case of the extension to the contract for the Alcântara container terminal concession. The court's ruling confirmed the sentence issued in March 2012 by the arbitration tribunal which upheld the illegality of the revoking of the law which established the addition of the contract for the concession.
The waste disposal business has been consolidated into the SUMA sub-group which includes more than two dozen companies which complement their activity in a strategic alliance with the objective of providing a range of solutions in the field of waste disposal.
With generally the same configuration and strategic profile as that over the past few years along with a leadership position in the national waste management market which reached some 48% in 2013, the structure of the SUMA subgroup continues with its strategic management focused on ongoing improvements while seeking out successful alternatives and a greater geographical coverage in order to combat the stagnation and resistance on the national market to the privatisation of urban cleaning solutions and the collection and disposal of waste.
The solid foundations of the project are to be found in the major shareholding of MOTA-ENGIL group and in the skills and experience of its human, logistic and technical resources and the culture of creation of synergies between the more than three dozen companies which ensure the capacity for management of the entire waste disposal process of all types.
The ongoing serious nature of the economic and financial situation added to the budgetary and liquidity limitations of the bulk of customers who are made up of local and regional governments, led to a 3.3% reduction in business volume in the waste management sector which simultaneously revealed the major limits to growth and internal investment deriving from the low level of incentives for private enterprise and maintaining the existing gap between the reality on the ground in Portugal and that of other countries in the European Union in the area of the privatisation of public health services.
All the same, in the field of national business performance, 2013 has gone down as a year marked by about 20 renewed or new service provision contract awards in towns and cities where commercial relations are at the heart of the structure of SUMA together with seven new municipalities in addition to the contracts awarded outside of the local government field. The contracts for the provision of services for a year or more represent 74% of the contracts awarded in 2013.
In total, SUMA provides services to a total of 41 municipalities for waste collection and street cleaning with a total of more than 2.2 million inhabitants plus a further 26 under negotiation with an estimated population of some 500 thousand.
As the celebration of two whole decades of existence approaches and in spite of the leading position occupied since 1996, the SUMA sub-group continues to lead the field and is marked by its dynamism and innovative policies together with the rigorous nature of its plans for the optimisation of its resources and the extensive and cross-cutting application of best practice throughout the service supply chain.
The policy of the efficient use of the resources available and the monitoring of their performance has lead to the creation of made-to-measure solutions such as the COF (Fleet Control and Optimisation – which complements hands-on management and verification with the objective remote recording of the fulfilment of the service, the respective calculation and quantification of deviations) and the applications developed in the GIS (Geographic Information System – which ensures the best and most effective routes). These tools allow vital indicators to be obtained which ensure ongoing operational improvements and the reduction of accidents, with repercussions in the management of human resources, vehicle fleets and the quality of the service provided.
In 2014 the intention is to further raise the profile of the SUMA brand as being synonymous with the mobilisation of awareness and the promotion of national profiles of urban awareness and citizenship by means of the development of environmental awareness raising content for television broadcasting with the interactive MEO Kids application and the opening of a new plant at Chamusca for ENVIROIL, which at the moment is the only oil recycling operator in Portugal.
The strategy for the MOTA-ENGIL Group in the area of water management consists of seeking partnerships which boost investment capacity while expanding the water management business in both Portugal and in overseas markets. At the end of 2012 and as a result of this strategy the Group disposed of a minority holding in INDAQUA, a company which specialises in the water management industry, which resulted in the loss of the Group's control of the company and the deconsolidation of its businesses from the full method. Despite this fact, and as the Group still has an important participation in Indaqua, the main facts occurring during the year will be disclosed here.
The water management business includes the concessions for supply and treatment in the districts of Fafe, Santo Tirso, Trofa, Santa Maria da Feira, Matosinhos, Vila do Conde and Oliveira de Azeméis, which are controlled by holdings in INDAQUA subsidiaries, the first three comprising solely of the service of water supply. There is also a public-private partnership with the municipality of São João da Madeira for the management of the municipal service for the supply of water and the treatment of sewage and collection of rainwater. These concessions are contracted for periods of between 25 and fifty years and involve the management of some 216 thousand customers with a total population of 650 thousand, 5,050 kilometres of water pipes and 20.5 million cubic metres of water sold. In 2013 investment rose to € 17 million.
In commercial terms the INDAQUA concessions continued their growth which translated into an increase of 1.6% in the number of water customers and 3% in the number of sewage customers. Contrary to expectations, at the beginning of the year the total number of concessions managed by INDAQUA also increased water sales by 2% and sewage by 1% with a marked increase in the Santa Maria da Feira concession. On the other hand, INDAQUA substantially reduced losses of water on all of the concessions managed, at the end of 2013 reaching a total level of losses of 20%. The Santo Tirso and Trofa concession are noteworthy for their losses of only 15.8%. This overall reduction in losses has resulted in a significant reduction in the water purchased of almost 7%. These operational and commercial improvements together with the annual review of tariffs resulted in a total increase in sales for the concessions of more than 6% and a general improvement in the profitability of the various concessions.
In the course of 2013 the opening of two tender processes for concessions were announced, the first promoted by the Nazaré authorities which was cancelled before it reached the stage of submission of bids and the second one by the Odivelas authorities. The latter received six bids which are still under consideration and the preliminary report is awaited. In spite of the company's commercial efforts, no further tender processes are expected as the majority of local authorities are awaiting clarification of the legal framework and community support before taking any decisions on what concerns the options regarding the management of water supply and sewage services.
In Africa, a region where the Mota-Engil Group has a long and well-renowned experience accumulated over more than 67 years which began in Angola, 2013 was characterised by the achievement of the strategic objectives built upon a remarkable growth in business and the penetration of new markets in the Sub-Saharan Africa region, which were under study.
The achievement of expectations for 2013 allowed the position of the Mota-Engil Group to be consolidated in terms of logistical capabilities and the mobilisation of resources to make Africa the best regional market for the Group and as a consequence the major contributor to both turnover and EBITDA.
With a highly representative presence in markets such as Angola, which is the biggest market in the region, Mozambique and Malawi, along with others which are currently expanding such as South Africa, Cape Verde, São Tomé and Príncipe, Zambia, Ghana and Zimbabwe, the Group throughout the year continued to follow up its market research in search of new opportunities for geographic growth of business in the region, evaluating new markets and diversifying into new business fields, making a commitment to the development of these economies with a high level of potential. This commitment has resulted in the Mota-Engil group becoming a leading presence in Sub-Saharan Africa.
Business in Africa now represents some 44% of the total of the Mota-Engil Group activities (2012: 32%). In 2013 the turnover in Africa reached € 1,009 million with an increase of 38.4% in comparison with the value achieved the previous year of € 728.8 million. The EBITDA margin for this business increased from 18.7% in 2012 to 24.2% in 2013 which, jointly with the increase in turnover resulted in the highly positive out-turn for operating profit and in absolute terms reaching the sum of € 244 million compared with the € 136.5 million for the previous year.
The order book for the region now stands at € 1,621 million as of December 2013 compared with the € 1,479 million for the previous December and which is the basis for the excellent prospects for growth in Group turnover in the region and denotes a noteworthy capacity for organising and planning which is the only way to attend to the needs of a group of companies in a phase of sustained growth.
The significant growth achieved demonstrates the virtues of the Group's strategy for growth in the region based on the search for opportunities in the business fields with the greatest potential such as power-generation, oil & gas, mining, logistics and agribusiness which are a boost to the development and construction of infrastructure.
Angola continues to be the principal market for Mota-Engil Group in Africa and represents some 50% of the total volume of business for the company in the region. After the initial few years of implementing and building-up of competencies in the heart of Mota-Engil Angola which is the group company which carries on the business activities in the country, 2013 followed the pattern established. The main projects executed were the construction of the Calueque dam, the rehabilitation of the Dondo Lucapa and Xaua Catata roads and an office centre in South Luanda.
The Group's activity in the countries which make up the SADC (Southern African Development Community) has become significant due to the effects of the construction work on the Nacala logistics corridor. In effect, the growth in business in this region together with expansion into new markets almost reached the same levels as those for Angola in terms of contributing to the volume of business for the region.
During 2013 several contracts were awarded which contributed to the growth in the order book, in particular in Mozambique in addition to the penetration of new markets such as Zambia and Zimbabwe. The works on the Nacala railway in Malawi progressed at a substantial rate and is expected to be completed by the end of 2014. In Mozambique the principal projects underway were on the rehabilitation of the Sena railway and the Chimoio to Espungabera road.
A result of the strategy defined for the African region, a variety of opportunities for the development of business in Eastern and Western Africa were pursued with operations expected to begin in the short-term in Ghana and Uganda.
The product of the development of the business's profile and size in the region, the Board of Directors requested the calling of an extraordinary General Meeting which approved a series of transactions with the group sub-holding as an objective to which business and activities in Africa are to be added (MOTA-ENGIL AFRICA) which will support the economic and financial conditions to successfully pursue the strategy outlined.
The transaction was structured on the basis of the following:
Mota-Engil Africa, on the basis of its capacity for the mobilisation of resources and for the execution of projects in the region, increasingly seeks to position itself as one of the major players in the region in the construction, EPC and business development segments while always focused on the maximisation of the creation of value for shareholders who will see their investment exponentially increased.
In Latin America the Mota-Engil Group is currently focusing its attention on Peru, Mexico and Brazil, adding Colombia in 2013. The region already makes up 18% of Group business compared with 14% in the previous year. The contracts awarded in the third quarter and the first few days of 2014 in the total value of € 900 million (€ 226 million in Brazil, € 252 million in Peru, € 362 million in Mexico and € 60 million in Colombia) lead to the expectation of sustained business growth for the Group in the region in line with the objectives drawn up in the Strategic Plan "Ambition 2.0" (2015: Latin America to represent 27% of the business volume of the Mota-Engil Group).
In 2013 the business volume in the region reached € 426 million which represents a growth of some 35.8% compared with the previous year when volume reached € 314 million.
The operating profit witnessed a decrease in the EBITDA margin from 10.6% in 2012 to 8.3% in the following year, in part due to the efforts at diversification in the region principally in the type of work but also in terms of start-up costs in the new territories which brought pressure on margins. However, the diversification will serve to mitigate the risks associated with an excessive concentration in terms of customers and their areas of business.
In December of 2013 the order book for the region reached a total of some € 1,343 million (2012: € 867 million).
For the Latin American region 2013 was particularly important to the strategic objective of consolidating the company's geographical and business area diversification in the region.
Mota-Engil Peru which has been established for some 27 years, in 2013 recorded an excellent operational performance which translated into an increase in business volume of 30% compared to the previous year and consolidated its leading position as one of the top five construction companies with participation in some of the biggest mining projects in the country such as Las Bambas, Cerro Verde and Toromocho. With macro-economic indicators reflecting a notable degree of financial stability translated into the lowest rate of inflation in Latin America and a policy based on a combination of public and private investment with a resulting focus on building up the country's infrastructure and implying a high rate of growth in the construction industry of 14% which leads Mota-Engil Peru to maintain its dynamic development drawing on the benefits of the strategy implemented to build up technical competencies and increase the order book for engineering services and public works, property, transport infrastructure contracts, foundations and geo-technics which have built on the renowned skills of the company in the mining industry. In an economy which has based its growth prospects on the mining industry and with the announcement by the Central Bank of a range of private investment projects for the 2014 – 2015 period worth some USD 28.5 billion where 50% of this sum is being destined for
mining developments, Mota-Engil Peru, which increased its business volume by 500% between 2010 and 2013, is undergoing an ambitious organisational process which will complement the growth in and the demands from the Peruvian market with a view to assuring greater efficiency and technical innovation at an operational level.
In Mexico and after in 2012 having completed the work on the Perote-Xalapa road concession which permitted the group's entry into this market in 2008, 2013 was a year marked by the announcement of a series of new contracts awarded to the company in the second year in which it operated alone in the market with an order book significantly increased and consolidating the expansion of business for the company into diverse segments which is a trend that is expected to continue in 2014 on the basis of the ambitious infrastructure programme launched by the Mexican government in August 2013 for which Mota-Engil Mexico, with its strategy of partnerships with local construction businesses and operators, seeks to continue to make a contribution through the recognition of its technical skills acquired by the company and its personnel. The contracts recently awarded in the road construction and rehabilitation segments for the main public-sector operator CAPUFE, the construction of the hospital at Tlalnepantla, the first railway construction contract and the start of the waste management contract in the state of Baja California are representative of this diversification. Mota-Engil Mexico also bid for one of the autopistas urbanas in a tender process which ended in September 2013 named Autopista Urbana Siervo de La Nación and constituting not only a boost to the construction order book in a € 260 million project but also one of the most interesting projects put out to tender by the Government of the State of Mexico in 2013 in a concession awarded for a period of 27 years.
In Brazil and supporting the company's acquisition of a majority holding in the Empresa Contrutora Brasil (ECB) in a partnership with local associates which at the end of a year has been successfully completed, the Group through its holding recorded a significant increase in its order book (having been awarded in the period in question contracts in the sum of R\$ 1,004 million including the widening of stretch number 7 of the BR 381 in the state of Minas Gerais worth some R\$ 570 million. The company currently has the contract for the supply and installation of the overhead grid and sub-stations for the power supply for the VLT (Light Rail Vehicle) in Cuiabá in the state of Mato Grosso, the construction of the Enotel in Porto Galinhas in the state of Pernambuco, a dam and various road contracts in the state of Minas Gerais.
In Colombia 2013 was characterised by the confirmation of this country as a market with a Group presence with the awarding of contracts for two projects, the first for the rehabilitation of roadways in the city of Medellín covering a network of 900 kilometres in the department of Antioquia and the second for works to extend the container terminal at the port of Buenaventura in a contract worth some € 47 million. Consolidating the expansion of Mota-Engil into Colombia, the company joined a consortium with Colombia's biggest concession operator (ODINSA) and some of the biggest local building companies (El Condor, ICEIN, Mincivil, Termo Tecnica) having pre-qualified for all of the projects and been selected for 11 of the 20 tenders which in total involve a global investment of USD 47.2 billion and work on 9,000 kilometres of roads (combining construction, rehabilitation and concession). Also in Colombia, as with other markets in the region, the Group has bid for engineering and construction projects in various segments of the economy and is studying the potential to bid for other sectors where the Group has skills and experience which can be used locally.
The ASCENDI GROUP is the result of a partnership entered into between the GRUPO MOTA-ENGIL and Banco Espírito Santo Group for the operation of transport concessions.
The process of share concentration began in 2010 with an operation to increase the fully paid up capital for ESConcessões by the Ascendi Group using the shareholdings in the Norte, Costa de Prata, Beiras Litoral and Alta, and Greater Porto concessions. In 2013 the shareholding transfer process continued with 20% of Copexa which now held 50% and with the transfer of the holding in the Madrid-Toledo motorway. These transactions were effected by the acquisition from ESConcessions Latam Holding BV. Shares were also acquired in the Douro Interior sub-concession which were held by Mota-Engil Engenharia, Opway, BES and ESConcessões with Ascendi Group now holding a total of 80.75%
Following the events of 2013 the composition of the shareholding in subsidiaries changed to the structure indicated in the table below:
| Concession | Current stake (1) | Foreseen stake (1) | Km | Term |
|---|---|---|---|---|
| Portugal | ||||
| Lusoponte – Concessionária para a Travessia do Tejo | 38.02% | 38.02% | 19.5 | 2030 |
| Ascendi – Auto-Estradas do Norte | 74.87% | 74.87% | 175.0 | 2029 |
| Scutvias – Auto-Estradas da Beira Interior | 22.23% | 22.23% | 178.0 | 2029 |
| Ascendi – Auto-Estradas da Costa de Prata | 80.20% | 80.20% | 109.6 | 2030 |
| Ascendi – Auto-Estradas das Beiras Litoral e Alta | 80.20% | 80.20% | 172.5 | 2031 |
| Ascendi – Auto-Estradas do Grande Porto | 80.20% | 80.20% | 55.5 | 2032 |
| Vialitoral – Concessões Rodoviárias da Madeira | 4.75% | 4.75% | 44.2 | 2025 |
| Ascendi – Auto-Estradas da Grande Lisboa | - | 65.97% | 23.0 | 2036 |
| Ascendi – Estradas do Douro Interior | 80.75% | 80.75% | 242.3 | 2038 |
| Ascendi – Estradas do Pinhal Interior | 8.09% | 79.99% | 520.3 | 2040 |
| Total Portugal | 1,540.0 | |||
| Spain | ||||
| Auvisa – Autovía de Los Viñedos | - | 50.00% | 75.0 | 2033 |
| Autopista Madrid – Toledo | 15.00% | 15.00% | 81.0 | 2040 |
| Total Spain | 156.0 | |||
| Latin America | ||||
| Mexico – Concesionaria Autopista Perote – Xalapa | 50.00% | 50.00% | 60.0 | 2038 |
| Brazil – Concessionária Rodovias do Tietê | 50.00% | 50.00% | 415.0 | 2039 |
| Total Latin America | 475.0 | |||
| Africa | ||||
| Mozambique – Nova Ponte de Tete | 40.00% | 40.00% | 701.0 | 2039 |
| Total Africa | 701.0 | |||
| Railway concessions | ||||
| MTS – Metro, Transportes do Sul | 18.09 % | 24.89% | 20.0 | 2032 |
| TOTAL | 2,892.0 |
(1) Shares held (or to be held) directly by the Ascendi Group, SGPS, SA, or any other company which forms part of the consolidated perimeter.
The transfer of the remaining shareholdings should take place in the course of 2014. The table shows the current portfolio of holdings and that which is expected by the time the process of transfer of shares has been completed.
In the course of 2013 the terms of the concession were renegotiated with the Portuguese government represented by the UTAP (Project Monitoring Technical Unit). Availability payments, the financing of major repairs, levels of quality and service and the rate of return for shareholders were all the subject of renegotiation. Notwithstanding the failure to sign a revised contract incorporating the results of the renegotiations and still without the agreement of the finance companies, the management team is convinced that the process will be completed in the course of 2014 and that the agreements will reflect the results of discussions.
In the course of 2013, 33 kilometres of road were opened up to traffic. The terms of the sub-concession were also renegotiated with EP – Estradas de Portugal SA, including the schedule for the construction and the scope of the operation and maintenance services. Notwithstanding the failure to sign a revised contract incorporating the results of the renegotiations and still without the agreement of the finance companies, the management team is convinced that the process will be completed in the course of 2014 and that the agreements will reflect the results of discussions.
Although negotiations were opened in 2013 with the concession authority it was not possible to reach an agreement on the disputes regarding the financial re-balancing of the concession called for by Lusoponte, the previous agreements being signed. The parties did though attempt to terminate the payments from the Government to the concessionaire for the remaining concession period in addition to resolving existing differences. As a consequence of the recessionary macro-economic situation in Portugal, uneven growth in traffic took place in the first half of the year including a reduction of 4.6% but with an increase of 0.4% in the second half. Overall, traffic on the concession fell by 2.1% more or less the same in both directions while receipts increased by 1.3%.
Vialitoral's general activity in the Madeira Autonomous Region (RAM) is developed in a very difficult situation deriving from the debt of (€ 98 M) owed by RAM to the concession operator which was incurred up to the 31st of December 2011. SCUT toll fees in 2012 and 2013 were paid up in full using a loan taken out by RAM under the Economic and Financial Adjustment Plan although the debt incurred up to 2011 remained without being regularised. In spite of the efforts of the concession operator and the banks, in 2013 an agreement was not yet reached on the regularising of the debt nor was there an initial understanding on the matter of the renegotiation of the concession which is further behind than the negotiations of former mainland SCUT concession operators. The resulting financial inadequacies and the obligatory reserves of course affect part of the business of the concession operator and returns for shareholders which is due to the failure of the concession awarding body. A solution will have to be found for the non-payment of the concession awarding body's debts without prejudice to the concession operator attempting to agree a new contractual stabilisation framework for the concession.
In 2013 the Rodovias do Tietê concession operator had a quite active year. In the first half of the year the concession operator focused its activity on its long-term financing which on the 19th of July culminated in the first issue of debentures in the sum of R\$ 1 mil millions. The issue had three noteworthy features. This was the first debenture issue in BRL on the international market as well as being the first under the project finance model and also with a 15-year maturity instead of the local maximum of 12.
The second half of the year began with an unfortunately serious incident. On the 1st of July an accident involving one of the pillars of the new bridge over the Piracicaba river resulted in five fatalities and in the suspension of work. The work on the Piracicaba ring road is one of the major contracts for the concession operator which will allow the direct connection of three adjacent highways with the principal through road operated by the concession holder, the SP 308. The contract for the widening of the SP 308, a key strategic interest in this road system, is ongoing and the road expected to be opened to traffic six years before the date provided for in the contract. In addition, work on a further stage in the widening of the SP 101 connecting the cities of Campinas and Capivari has begun. The contracts are expected to be completed on time in October 2014.
In the course of 2013 Copexa carried out work on the Libramiento de Xalapa stretch to complete the construction related with the shoring up of banking. The Perote-Banderilla road in 2013 recorded a daily average flow of 5,079 vehicles, 80% light and 20% heavy vehicles, producing a turnover in the order of Peso 173 million. The Libramiento de Xalapa road recorded a daily average flow of 2,119 vehicles of which 60% were light and 40% heavy vehicles, producing a turnover of Peso 128 million. In April 2013 toll fees began to be collected electronically so that by the end of the year 40% of income was collected by this method.
In 2013 the NMGT (Net Minimum Guaranteed Turnover) was in line with the financial model. The collection of toll fees on the Samora Machel bridge took place without problems, having been guaranteed by INFRA, one of the shareholders in the concession. A proposal was made to the concession awarding entity for the implementation of the collection of toll fees as soon as the respective toll booths have been completed. Following the tender process in 2012 for the subconcession of seven service areas to be built along the roads included in the concession, the contract was entered into after negotiations with the Mozambican company PETROMOC. The completion of 100% of the work on the structure of the new bridge and the access viaduct took place while the access roads for the bridge are 42% complete. The planning for the construction of the bridge and the access viaduct took place without problem and on time. Although the contract is expected to be completed by September 2014, there are delays in the building of access roads to the bridge due to hold-ups in the acquisition of land and relocations in the first case and the failure to take a decision on the northern route layout, both delays being attributable to the concession awarding entity. The contract has progressed without accidents under the health and safety plan implemented. The Zambezi highways operator Operadora Estradas do Zambeze, on what routine maintenance is concerned, in 2013 was active mainly on the N9 (Tete-Cassacatiza stretch) together with the N304 (Mussacama-Calomué), although some urgent repairs were made to the main N7/N8 (Cuchamo-Zobué), which is having its surface rehabilitated by the road building consortium. In addition, the seasonal (biannual) verge-cutting and ditch-clearing operation was carried out along the 700 kilometres of concessions operated.
Mota-Engil stock price reached € 4.323 in 31 December 2013, up 47.5% quarter on quarter and 175.9% since 31 December 2012 while the PSI 20 index was up 10.2%, quarter on quarter, and 16% during the year. The turnover also rose to 95.6 million shares in 2013 as compared to 42.2 million in the previous year. As mentioned in the previous quarterly results reports, this performance came as a result of an increasing interest in the stock, mainly from nonresident investors, most likely attracted by the good growth prospects of the emerging markets of Africa and Latin America where Mota-Engil is currently operating.
The General Shareholders Meeting as of 24 April 2013 decided, in accordance with the Board of Directors proposal, to pay a 11 euro cents dividend, paid in 24 May 2013.
An Extraordinary Shareholders Meeting took place on 27 December 2013 and approved the two points of the agenda:
On 26 February 2014, 34.3 million shares of Mota-Engil SGPS were sold and placed with institutional investors (11,101,379 of treasury shares and 23,198,621 sold by its founding shareholder, Mota Gestão e Participações, SGPS, S.A.) in order to increase the company's free-float and therefore enhance the stock's visibility in the Stock Exchange.
The performance of the share price is shown in the following charts:
With regard to volume, 95.6 million shares were traded in 2013, more than twice than the previous year. The evolution of liquidity is shown in the following charts:
The Company's Board of Directors is pleased to present in this report its proposal for the appropriation of profits calling for the payment of a dividend of 12.35 cents per share.
The management of risk has the central purpose of creating value by means of processes for the management and control of the uncertainties and threats which may affect the GROUP and its subsidiaries, underlying a perspective of continuity of longer term operations.
Exposure to risk on the part of any MOTA-ENGIL GROUP subsidiary should always be subordinated to the group strategy and be limited and accessory to the business activity so that they can all achieve the objectives laid out individually as well as in the different business areas and within the GROUP.
The process of risk management is the responsibility of each of the management teams for the business areas within the GROUP, which generically becomes a sequential series of stages or phases which are respected cyclically and which are set out below.
However, it should be stressed that, for the coordination of the process on a business area level, the MOTA-ENGIL GROUP has established various committees which are formed as organs of a consultative nature with the mission of monitoring matters of prime importance for sustained development, providing an independent and objective view which underpins Mota-Engil, SGPS, SA's Board of Directors' decision taking process.
Among these is included the Auditing and Risk committee which has as its principal function the assessment of policies for investment and risk for the businesses and projects of the GROUP, examining and issuing opinions on investment or divestment projects, issuing opinions on entering and leaving areas of business and new markets, and monitoring major financial company operations.
Therefore, the main risks to which the GROUP is subject and which are set out below are accompanied by the internal reports from those responsible for particular business areas and the reports from this committee, jointly with the information elaborated by the holders of corporate posts and in particular the Legal Department, the Department of Planning and Corporate Management Control, the Department of Corporate Finance and the Human Resources Department.
The Audit and Risk Committee, with the mission of supporting the MOTA-ENGIL GROUP management in strengthening the means and methods of operation in what concerns the internal control and the anticipation of risk, which is made operative by the Audit and Risk Office, the resource structure of which is specifically allocated to the following functions:
Identification and evaluation of risks, proposing the establishment of acceptable risk levels based on the management objectives defined
The issuing of opinions on changes to the degree of existing risk in MOTA-ENGIL GROUP businesses
On the basis of the mapping of risk for the materially important MOTA-ENGIL GROUP companies, internal audits are undertaken annually in various GROUP companies seeking to promote the efficiency of the internal control and improvement to the respective business processes. This methodology ensures a dynamic risk monitoring in each of the GROUP's operations while promoting suitable actions on the basis of the perceived risk as well as monitoring its progress.
As a result of the credit crisis affecting Europe and particularly in Spain, Greece, Italy, Ireland and Portugal, the European Commission created the European Financial Stability Facility (EFSF) and the European Financial Stabilisation Mechanism (EFSM) to make funds available to Euro-zone countries in financial difficulties and which seek this support. In March 2011 the European Council agreed on the need for Euro-zone countries to implement a permanent stability mechanism known as the European Stability Mechanism (ESM), which is to be activated by mutual agreement to assume the role of the EFSF and the EFSM in the provision of external financial support to Euro-zone countries after June 2013.
In spite of these measures, concerns persist relating to the debt burden of certain Euro-zone countries and their capacity for fulfilling future financial obligations, the stability of the Euro in general and its suitability as a single currency given the adverse political and economic circumstances considered individually in certain Member States. The high levels of sovereign debt and tax deficits in several Member States raise concerns relative to the financial condition of credit institutions, insurers and other businesses i) based in the Member States in question, (ii) with direct or indirect exposure to them or (iii) whose service providers, financiers or suppliers are exposed to these Member States. A significant decrease in the credit rating of one or more sovereign states or financial institutions may have a negative effect on the financial system as a whole and adversely affect some of the markets in which the GROUP operates in ways which are difficult to predict.
In spite of the significant improvement in confidence in financial markets and the reduced aversion on the part of investors to Euro-zone risk, the MOTA-ENGIL GROUP continues to focus its strategy on geographical diversification as was established in the last two strategic plans denominated Strategic Plan: "Ambition 2013" (2008) and Strategic Plan: "Ambition 2.0" (2012). Effectively, since 2008 the weight of the Portuguese market in the GROUP's activities has fallen systematically to represent currently 30% less in the volume of business. "Ambition 2.0" forecasts that the Portuguese, African and Latin American markets will have a similar weighting in the GROUP's activities in 2015, in the area of 30%, which represents a lesser exposure of the GROUP to the conjuncture risks from the various geographic markets where it operates.
The MOTA-ENGIL GROUP, as with other companies and businesses, is exposed to a range of financial risks with interest rates, exchange rates, liquidity and credit worthy of special attention.
These risks result from the carrying on of the GROUP's business and lead to uncertainties regarding the capacity for generating cash-flows and returns adequate for the return on equity.
The GROUP's financial risk management policies seek to minimise the impact and adverse effects deriving from the uncertainties which characterise the financial markets. The uncertainty which is reflected in numerous forms, requires particular attention and specific, concrete and effective management measures.
The management of financial risk is coordinated by the Department of Corporate Finance with support and assistance from the Department of Planning and Corporate Management Control and is carried on in accordance and conformity with the guidance approved by the Board of Directors with consultative input from the Audit, Investment and Risk Committee, which is delegated from it while also being the responsibility of the administration of each of the MOTA-ENGIL GROUP business units.
The posture of the GROUP relative to the management of financial risks is cautious and conservative with recourse where advisable to instruments derived from the cover of risks with a view to them being related with ongoing activities, never assuming positions in derivatives or other financial instruments of a speculative nature.
The various types of financial risk are inter-related and the different management measures, although specific to each one, are linked in the longer term with this integration contributing to the following of the same objective, which is the reduction of volatility in cash-flows and returns expected.
The interest rate management policy has the objective of optimising the cost of the debt and the obtaining of a reduced level of volatility in finance charges or rather the control and mitigation of the risk of incurring losses resulting from variations in the rates of interest which are indexed to the GROUP's debts and which are principally denominated in Euros.
Before 2008 various operations for fixing or limiting the variation in interest rates on loans were realised for the distinct areas of business and mainly indexed to Euribor by the contracting of swaps or through other operations structured on derivatives at zero cost and which contributed (and will in future contribute) to the reduction in sensitivity to financial charges and potential upward movements in interest rates.
The contracting of these operations had the underlying rationale of the prosecution of the objective of realising and/or maintaining cover at around 30% of GROUP corporate debts, normally issued under an indexed or variable regime.
Since 2008 and in the light of the stagnation to which short- and medium-term interest rates have been subject and stable at historic lows following the grave and prolonged financial crisis we are dealing with, no new operations to cover this risk have been entered into, the GROUP however being aware of the inversion of the trend which will surely accompany the inevitable upturn in the economy in the coming years.
The exchange rate risk management policy has as its objective the reduction in volatility of express investments and transactions in foreign currencies (currencies other than the Euro), contributing towards a reduced sensitivity of results to exchange fluctuations.
The exposure of MOTA-ENGIL GROUP to exchange rate risk results mainly from the presence of several subsidiaries in various markets, in particular in Angola and in Central Europe, where business represents an increasingly greater part of business turnover, as well as from a presence in Central and Latin America, particularly in the Peruvian, Mexican and Brazilian markets, which bring new challenges with exposure to different currencies and new economic realities.
In terms of management of the exchange rate risk, wherever possible or advisable, natural coverage is sought for exposed currencies by recourse to financial debt denominated in the currency in which the sums at risk are expressed. Whenever it proves possible or advisable, the contracting or undertaking of other transactions is promoted based on structured derivative instruments seeking the minimisation of cost in particular by covering the risks involved in future exchange rate transactions with a high degree of certainty with regard to the sum and the date of its realisation. Mainly in African markets, it is of note that a significant part of the contracts entered into is denominated in USD or Euros.
The policy for management of the liquidity risk has as its objective that of ensuring that there are funds available at all times in the GROUP and in its subsidiaries which are sufficient for meeting all financial commitments assumed at the appropriate time. This is therefore a means of ensuring that the GROUP has the financial resources available (cash on hand and financial inflows) necessary to meet commitments (financial outflows) whenever they become due.
The achievement of the high levels of financial flexibility which are vital to the management of this risk has been sought by means of recourse to the following management measures:
The maintenance of a debt structure for companies with financing levels at medium and long term between 60 and 70%, thus reducing their dependency on more volatile, short-term funding, thus contributing to immunity to the conjuncture factors of financial markets
The scheduling of the maturity of longer term financial debts seeking to extend average maturity so that it coincides more closely with the level of permanence of certain longer term assets held by the GROUP
The effective management of risk is closely linked to the management of other financial risks which contribute as a complement to the prosecution of this objective and ensuring the cash-flows at the times and in the sums forecast.
The policy for the management of credit risk has as its objective that of ensuring that GROUP companies achieve the effective payment and receipt of credit granted to third parties at the dates established and/or negotiated for the purpose.
Exposure of the GROUP to credit risk above all is attached to the accounts receivable deriving from the normal day-today carrying on of business with special attention paid to the provision of services and/or retail sales.
The mitigation of this risk is achieved preventively before exposure to the risk by recourse to information providers and credit risk profilers which allow a reasoned decision to be taken regarding the granting of credit. Subsequently and after the credit has been granted, the maintenance of credit control and payment structures is promoted and, in certain specific cases, recourse is promoted to the contracting of credit insurance from credible insurers. These measures contribute to the maintenance of customer credit within levels which are not likely to affect the financial health of GROUP companies.
For more than 67 years the GROUP has operated consistently in Angola where, as is well known, oil-related production accounts for 85% of the Gross Domestic Product so that the price per barrel is an overwhelming influence on the Angolan government's capacity to invest in infrastructure projects and even to meet its existing commitments. For this reason and due to the increasing balancing of private and public customers, the GROUP considers that credit risk in this country is under control.
The credit risk policy applied by Mota-Engil ensures that the GROUP is not exposed to significant credit risk from any customer in particular and its activities are carried out on the basis of a broad range of customers distributed over many fields of business and geographical regions.
The deep change of the profile of the Mota-Engil Group in international terms led to the appearance of new challenges regarding Human Capital Management, materialised in the "Ambition 2.0" strategic plan in terms of the strategic component Organisation and Management of Human Capital, in order to promote a greater efficiency and skill in the whole regions of the Group.
Within the scope of this strategic pivot for action, the Group set forth and strengthened four priorities and macropurposes of the management of its staff and structures:
The sustainability of the organisational matrix of the Group around three regions is necessarily based on a continuous reliance on knowledge, development and optimisation of the structures of the markets in which Mota-Engil carries out its activities.
Such purpose reflects the importance of continuity and strengthening of the implementation of the Human Resource Management Corporate Policies, particularly the Corporative Model of Functions and Skills, enabling the analysis and functional framework of the Group's structures, the knowledge of its skills and critical areas of development.
At the same time, the reorganisation and regionalisation of Mota-Engil strengthened unequivocally the challenge of deepening knowledge and continuous follow-up of human resource indicators, enabling the analysis and characterisation of the Group's structures in both demographic and performance terms, a scope in which project HR Reporting M-E is particularly relevant.
This challenge also fostered in 2013 the investment in initiatives of extension of the scope and underpinnings of human resource reporting, aimed at promoting a cohesive and integrated vision of the set of human capital indicators, regardless of the location, business and structure of framework of collaborators.
Within the context of a Group with an increasingly international profile, the promotion of mobility of collaborators plays a central role, considering the double challenge of response to the needs of markets/business and retainment of talent and technical know-how. This climate strengthened in 2013 the need for the consolidation of a set of processes and instruments supporting a proper management of collaborators in international mobility in the Group, namely in terms of their identification and mobilisation, as well as in terms of their integration in the countries in which they work.
Alongside the mobilisation of resources according with the skills needed in each region/market, promoting a global management of human resources from different provenances for different destinations, the international reliance of the Mota-Engil Group and the sustainability of its presence in such countries requires the development of local permanent staff. It is critical to create opportunities for their integration in management positions and the promotion of initiatives of identification of local talent, development and transfer of know-how and its retainment.
Within this scope, Mota-Engil has been promoting not only a set of projects of attraction and reinforcement of local structures (for example, the programme of corporative reception of trainees – start@ME), but also initiatives of development, training and follow-up of local collaborators, in order to satisfy the needs of growth from markets.
The integrated management of the Group's Human Capital is also based on the promotion and implementation of processes that promote a high performance culture, using tools enabling the increase of the profitability and productivity of the regions and the assessment of the best performances, disseminating a culture of meritocracy essential to the success and continuity of the Group and its companies.
Within this scope, Mota-Engil continued to invest in 2013 in the development and implementation of tools such as the Balanced ScoreCard and the Performance Management Corporate Model, aimed at promoting a culture of staff management based on merit, quality and results.
The organisation of the Group relying on a regional matrix spread over an increasingly larger number of markets requires mandatorily the promotion and fostering of an homogenous and shared Culture, enabling the continuation of a common vision, strategy and culture in the different countries and cultural variety and different business in which Mota-Engil carries out its activities.
MOTA-ENGIL Active School, alongside other initiatives of knowledge sharing and stimulation of the culture, values, history, models and procedures of the Group, is a vehicle of promotion of a Mota-Engil identity and culture which are intended to be as wide as the dimension of the Group, as disseminated as its international presence and representative of the values of the Mota-Engil Group: Ambition, Integrity, Cohesion and Team Spirit.
During the year, the non-executive directors participated regularly in the meetings of the Board of Directors, discussing the issues being analysed and expressing their opinions about strategic directives and specific areas of business. Whenever necessary, they maintained direct contact with the corporate directors and business managers.
The Individual Management report contains the following proposal: the Board of Directors of Mota-Engil, SGPs, SA proposes to the Annual General Meeting the following distribution of the net result of the financial year, in the amount of 47,939,092 euros and 99 cents, which already includes the amounts of 700,000 euro and 300,000 euro allocated for the distribution of profits to the Board of directors, pursuant to the terms of Art. 27, no. 3 of the statutes, and to the workers, respectively:
The Strategic Plan "Ambition 2.0" supports the GROUP's strategy and adapted its organisation on the basis of the three regions where business has been built up.
However, in the course of 2014, this reorganisation process on the basis of regional poles will enter a new phase with the floatation of MOTA-ENGIL AFRICA and its contribution to the strengthening of the capacity for growth of business.
Therefore, for the present year and in accordance with this framework, it is possible to set out the following perspectives for GROUP business:
It should be stressed that these perspectives do not correspond to a commitment to the future performance of the GROUP, but rather just to a greater forecasting capacity with regard to the future business of GROUP companies. As a result, the performance which will be effectively achieved in 2014 may differ substantially from these forecasts. In addition, Mota-Engil is not committed to updating or correcting this information due to changes in any endogenous or exogenous factors which may change the performance of the GROUP.
In 2014, up to the publishing of the present report the following relevant events took place the details of which are disclosed, on what publication of privileged information is concerned, on the websites of MOTA-ENGIL and CMVM:
Mota-Engil reports on the Zimbabwe mining contract and other awards in the sum of some 780 million euros (Note from the 7th of January 2014)
«MOTA-ENGIL reports that it ensured the awarding of a Zimbabwean mining contract worth a total of 260 million dollars (approximately 191 million euros). The contract awarded by the Hwange Colliery company is for a period of 5 years (starting in January 2014) and includes drilling, dynamiting, loading and transport of the coal mined in Zimbabwe. MOTA-ENGIL thus records its entry into a further market on the continent of Africa fulfilling the International Expansion Strategy defined in Plan "Ambition 2.0".
In addition, MOTA-ENGIL recently ensured the awarding of the following sums for major projects in Africa and Latin America:
Europe (80 million euros) - In Poland, 80 million euros
Africa (263 million euros)
Latin America (243 million euros)
Thus the GROUP added almost 780 million euros to its order book in new projects which is equivalent to 1,060 million dollars.»
«Following the information given to the market regarding the deliberations of the Annual General Meeting held on the 27th of December 2013, MOTA-ENGIL, SGPS, S.A. reports that:
MOTA-ENGIL AFRICA, BV Registered offices: Prins Bernhardplein 200, 1097JB Amsterdam, The Netherlands Registration nº: 56382057 Share Capital: € 100,000,000 divided into 100 million shares with a nominal value of one euro each
The object of the conditional distribution to the shareholders of MOTA-ENGIL, SGPS, S.A. considered by the Annual General Meeting resolved that it be constituted with 20 million shares representing 20% of the share capital of said company MOTA-ENGIL AFRICA, BV;
In view of this decision the Board of Directors of MOTA-ENGIL, SGPS, S.A. on this date gave notice of the start of this process of carrying out the said conditional distribution within which:
a) In line with the abovementioned Annual General Meeting deliberation which determined the date of the 22nd of January 2014 (Marked Date) as the date set for the right to receive said conditional distribution by which, as is to be published by Euronext Lisbon, from the 17th of January 2014 inclusive, the MOTA-ENGIL SGPS S.A. shares will be floated on the stock exchange without any right being granted to said dividend;
b) Following the awarding and marking out of this conditional right to be made under the terms of article 68 of the Stock Exchange Code irrevocable instructions will also be issued to the financial intermediary so that, after verification of the conditions the transfer of all 20 million shares in MOTA-ENGIL AFRICA BV will be made to shareholders on the Marked Date or the respective registered transferor.
Under the terms of said Annual General Meeting deliberation held on the 27th of December 2013, a right is to be awarded for each ordinary share in MOTA-ENGIL, SGPS, S.A on the date of the deliberation, excluding the 11,101,379 equity shares.
Taking equally into consideration the elements referred to above and the tenor of said deliberation, the awarding factor was set at 0.10334084, by which, in case of the conditions are met, 0.10334084 of MOTA-ENGIL ÁFRICA shares per right will be awarded. The holders of rights relative to which, as a result of the application of awarding factor and after deducting the tax due, rounding upwards by default is made shall have the right to a financial compensation in proportion to said rounding, which is to be defined by reference to the subscription price for new shares in MOTA-ENGIL ÁFRICA to be issued in the increase in capital announced to be made in the context of the IPO, by which the award is conditioned.
Where the suspension conditions enunciated in said deliberation are not met by the 31st of December 2014 the rights will be extinguished without the titleholders having the right to any compensation for this fact, MOTA-ENGIL SGPS S.A. maintaining title to 100% of the capital MOTA-ENGIL ÁFRICA.
In this sense and as a complement to the information published and incorporated into said Annual General Meeting deliberation, pro forma financial accounts (unaudited) are published at the 30th of September 2013 for MOTA-ENGIL AFRICA, BV.»
« As was opportunely and publicly announced, MOTA-ENGIL, SGPS, SA ("MOTA-ENGIL" and jointly with its subsidiaries, the "GROUP") has demonstrated particular attention to the valuation of the various dimensions of its structure and representativity on capital markets. In particular MOTA-ENGIL understands that:
i. the extension and diversification of its investor base will contribute to increasing the visibility of the GROUP;
Therefore, in fulfillment of the above proposals, MOTA-ENGIL informs that, subject to the market conditions of demand and price in addition to the deliberations of the Annual General Meeting approved on the 27th of December 2013, MOTA-ENGIL together with Mota Gestão e Participações, SGPS, S.A., the controlling shareholder will make 34,300,000 ordinary shares available for disposal by means of an accelerated bookbuild process ("Transaction"). The shares which are the subject of the offer do not include the right to receive the conditional dividend in kind of 20% of the shares in MOTA-ENGIL AFRICA BV decided on at the Annual General Shareholders' Meeting and announced on the 27th of December 2013.
The Board of Directors of MOTA-ENGIL mandated Credit Suisse Securities (Europe) Limited ("Credit Suisse"), in the capacity of global coordinator and bookrunner and the Banco Espírito Santo de Investimento, S.A. ("BESI"), Caixa-Banco de Investimento, S.A. ("CaixaBI") and Banco Comercial Português, S.A. ("BCP"), to act as joint-bookrunners within the scope of the Transaction.
As is publicly known, MOTA-ENGIL maintains the same controlling shareholder since its founding in 1946. Since that date and throughout the life of the GROUP during its many stages of growth and consolidation over recent decades it has been made evident that it is committed to the performance in full of its role with the GROUP. By associating itself with the transaction the controlling shareholder once again demonstrates its commitment towards MOTA-ENGIL both now and in the future.
Within the scope of the Transaction and subject to the regular exceptions, MOTA-ENGIL and the controlling shareholder assume a commitment to lock-up for a period of 180 days (from the date of liquidation of the Transaction) relating to the disposal of any other MOTA-ENGIL shares which are directly or indirectly held.
The Board of Directors of MOTA-ENGIL restates its confidence in the performance, commitment and prospects for the GROUP with particular regard to economic performance which has already been translated into the results for the third quarter of 2013 and the best on record for the GROUP which is expected to be confirmed in the annual results to be duly presented.
« Following the note issued on the 25th of February 2014 related with the offer, jointly with the controlling shareholder Mota Gestão e Participações, SGPS, S.A., of up to 34,300,000 ordinary shares in MOTA-ENGIL, SGPS, S.A. ("MOTA-ENGIL"), including 11,101,379 equity shares, MOTA-ENGIL informs that after the accelerated bookbuilding process all of the 34,300,000 shares were placed at a price of 4.65€ per share.
Payment of the offer should take place on the 3rd of March 2014.»
In closing, we express our gratitude for the personal and professional dedication shown by the employees of the MOTA-ENGIL GROUP, the members of the corporate governing bodies, the customers and all those related to the GROUP's various companies.
Porto, March 17, 2014
António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors
Gonçalo Nuno Gomes de Andrade Moura Martins Deputy-Chairman of the Board of Directors and Chief Executive Officer
Arnaldo José Nunes da Costa Figueiredo Deputy-Chairman of the Board of Directors and and Member of the Executive Committee
Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors
Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors
Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors
Eng. Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee
Luís Filipe Cardoso da Silva Member of the Board of Directors
Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee
Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee
Pedro Manuel Teixeira Rocha Antelo Member of the Board of Directors
José Pedro Matos Marques Sampaio de Freitas Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)
Luís Valente de Oliveira Non-executive and independent member of the Board of Directors
António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors
António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors
| Year | 4th Quarter | ||||
|---|---|---|---|---|---|
| Notes | 2013 € '000 |
2012 € '000 |
2013 € '000 |
2012 € '000 |
|
| (audited) | (audited) | (unaudited) | (unaudited) | ||
| Sales & services rendered | 3 and 39 | 2,313,702 | 2,243,167 | 650,925 | 556,052 |
| Other revenues | 4 | 61,401 | 82,992 | 26,249 | 15,634 |
| Cost of goods sold, mat. cons. & Subcontractors | 5 | (1,063,745) | (1,146,298) | (319,444) | (236,805) |
| Gross profit | 1,311,359 | 1,179,862 | 357,730 | 334,880 | |
| Third-party supplies & services | 6 | (502,325) | (462,812) | (151,677) | (132,943) |
| Wages and salaries | 7 | (446,769) | (416,673) | (113,594) | (102,219) |
| Other operating income / (expenses) | 8 | 574 | (12,922) | 4,526 | (29,324) |
| 362,839 | 287,455 | 96,985 | 70,394 | ||
| Depreciation & Amortization | 9, 17 ,18 and 39 | (102,727) | (91,349) | (25,259) | (19,036) |
| Provisions and impairment losses | 10 | (17,236) | (24,926) | (5,280) | (17,071) |
| Operating profit | 39 | 242,876 | 171,180 | 66,446 | 34,287 |
| Financial income & gains | 11 and 39 | 176,306 | 136,718 | 84,514 | 46,122 |
| Financial costs & losses | 11 and 39 | (282,548) | (219,201) | (112,981) | (60,353) |
| Gains / (losses) in associates and jointly controlled companies | 12 and 39 | (1,451) | 22,346 | (210) | 12,691 |
| Income before taxes | 13 | 135,182 | 111,044 | 37,768 | 32,747 |
| Income Tax | 13 and 39 | (46,714) | (37,037) | (18,268) | (16,768) |
| Consolidated net profit of the year | 88,468 | 74,007 | 19,500 | 15,980 | |
| Attributable: | |||||
| to non-controlling interests | 34 and 39 | 37,964 | 33,261 | 6,911 | 518 |
| to the Group | 15 and 39 | 50,505 | 40,746 | 12,589 | 15,462 |
| Earnings per share: | |||||
| basic | 15 | 0.26 € | 0.21 € | 0.07 € | 0.08 € |
| diluted | 15 | 0.26 € | 0.21 € | 0.07 € | 0.08 € |
To be read with the Notes to the Consolidated Financial Statements
| Year | 4th Quarter | |||
|---|---|---|---|---|
| 2013 € '000 |
2012 € '000 |
2013 € '000 |
2012 € '000 |
|
| (audited) | (audited) | (unaudited) | (unaudited) | |
| Consolidated net profit for the year | 88,468 | 74,007 | 19,500 | 15,980 |
| Items of other comprehensive income that may be reclassified to the income statement | ||||
| Exchange differences stemming from transposition of financial statements expressed in foreign currencies | (21,484) | (6,013) | (9,819) | (1,245) |
| Variation, net of tax, of the fair value of financial derivatives | 498 | 5,668 | 95 | 2,879 |
| Other comprehensive income in investments in associates using the equity method (Note 19) and other | 34,028 | (11,693) | 5,749 | 29,309 |
| Items of other comprehensive income that will not be reclassified to the income statement | ||||
| Variation, net of tax, of the fair value of mineral resources and others | - | 3,433 | - | 3,433 |
| Total comprehensive income for the year | 101,510 | 65,401 | 15,525 | 50,356 |
| Attributable: | ||||
| to non-controlling interests | 34,574 | 33,908 | 5,598 | 1,107 |
| to the Group | 66,936 | 31,493 | 9,927 | 49,249 |
| To be read with the Notes to the Consolidated Financial Statements |
| Notes | 2013 € '000 |
2012 € '000 |
|
|---|---|---|---|
| (audited) | (audited) | ||
| Assets | |||
| Non-current | |||
| Goodwill | 16 and 39 | 133,611 | 127,032 |
| Intangible fixed assets | 17 and 39 | 133,164 | 125,050 |
| Tangible fixed assets | 18 and 39 | 690,603 | 613,431 |
| Financial investments under the equity method | 19 and 39 | 218,169 | 218,905 |
| Available for sale financial assets | 20 | 49,792 | 39,035 |
| Investment properties | 21 and 39 | 55,304 | 66,185 |
| Customers & other debtors | 23 and 39 | 213,059 | 174,431 |
| Deferred tax assets | 13 | 52,158 | 50,345 |
| Cash & cash equivalents – Term Deposits | 23 | 53,552 | - |
| 1,599,410 | 1,414,415 | ||
| Non-current Assets Held for Sale | 38 and 39 | 30,311 | 79,398 |
| Current | |||
| Inventories | 22 | 311,152 | 268,514 |
| Customers | 23 and 39 | 978,484 | 924,465 |
| Other debtors | 23 and 39 | 283,002 | 318,836 |
| Other current assets | 23 and 39 | 264,889 | 321,342 |
| Derivative financial instruments | 26 | - | - |
| Cash & cash equivalents – Demand Deposits | 23 | 270,961 | 206,999 |
| Cash & cash equivalents – Term Deposits | 23 | 35,219 | 64,780 |
| 2,143,708 | 2,104,936 | ||
| Total Assets | 3,773,429 | 3,598,749 | |
| Liabilities Non-current |
|||
| Debt | 25 | 747,503 | 490,539 |
| Sundry Creditors | 27 and 39 | 185,141 | 289,340 |
| Provisions | 28 | 99,312 | 99,626 |
| Other non-current liabilities | 29 and 39 | 3,034 | 1,411 |
| Deferred tax liabilities | 13 | 31,478 | 31,614 |
| 1,066,469 | 912,530 | ||
| Current | |||
| Debt | 25 | 583,844 | 631,693 |
| Suppliers | 27 and 39 | 488,113 | 525,855 |
| Derivative financial instruments | 26 | 674 | 1,394 |
| Sundry Creditors | 27 and 39 | 523,782 | 513,404 |
| Other current liabilities | 29 and 39 | 551,321 | 577,892 |
| 2,147,734 | 2,250,238 | ||
| Total Liabilities | 3,214,203 | 3,162,768 | |
| Shareholders' equity | |||
| Equity capital | 24 | 204,636 | 204,636 |
| Reserves | 24 | 102,355 | 78,739 |
| Consolidated net profit for the year | 50,505 | 40,746 | |
| Own funds attributable to the Group | 357,495 | 324,121 | |
| Non-controlling interests | 34 | 201,731 | 111,860 |
| Total shareholders' equity | 559,226 | 435,981 | |
| Total shareholders' equity & liabilities | 3,773,429 | 3,598,749 | |
To be read with the Notes to the Consolidated Financial Statements
| Fair value reserves | |||||||
|---|---|---|---|---|---|---|---|
| Equity capital | Own Shares | Issue premiums | Available-for-sale investments |
Lands assigned to quarrying operations |
Derivatives | ||
| Balance as at January 1, 2012 | 204,636 | (22,749) | 87,256 | 27,702 | 1,550 | (10,038) | |
| Total comprehensive income for the year | - | - | - | 3,433 | 3,036 | ||
| Dividend distribution | - | - | - | - | - | - | |
| Other distributions of results | - | - | - | - | - | - | |
| Transfers for other reserves | - | - | - | - | - | - | |
| Alterations to the consolidation perimeter and in the ownership interest in subsidiaries |
- | - | - | - | - | 6,005 | |
| Balance as at December 31, 2012 | 204,636 | (22,749) | 87,256 | 27,702 | 4,983 | (996) | |
| Balance as at January 1, 2013 | 204,636 | (22,749) | 87,256 | 27,702 | 4,983 | (996) | |
| Total comprehensive income for the year | - | - | - | - | 498 | ||
| Dividend distribution | - | - | - | - | - | - | |
| Other distributions of results | - | - | - | - | - | - | |
| Transfers for other reserves | - | - | - | - | - | - | |
| Alterations to the consolidation perimeter and in the ownership interest in subsidiaries |
- | - | - | - | 5,323 | - | |
| Balance as at December 31, 2013 | 204,636 | (22,749) | 87,256 | 27,702 | 10,306 | (499) | |
| To be read with the Notes to the Consolidated Financial Statements |
| Currency translation reserve |
Other reserves | Net Profit | Own funds attributable to shareholders |
Own funds attributable to non controlling interests |
Shareholders' equity |
|---|---|---|---|---|---|
| (28,524) | 19,727 | 33,432 | 312,992 | 101,833 | 414,825 |
| (6,013) | (9,708) | 40,746 | 31,493 | 33,908 | 65,401 |
| - | (21,289) | - | (21,289) | (24,523) | (45,812) |
| - | (804) | - | (804) | (53) | (858) |
| - | 33,432 | (33,432) | - | - | - |
| - | (4,276) | - | 1,729 | 696 | 2,425 |
| (34,537) | 17,081 | 40,746 | 324,121 | 111,860 | 435,981 |
| (34,537) | 17,081 | 40,746 | 324,121 | 111,860 | 435,981 |
| (18,464) | 34,398 | 50,505 | 66,936 | 34,574 | 101,510 |
| - | (21,289) | - | (21,289) | (27,837) | (49,126) |
| - | (226) | - | (226) | (97) | (322) |
| - | 40,746 | (40,746) | - | - | - |
| - | (17,370) | - | (12,047) | 83,230 | 71,183 |
| (53,001) | 53,341 | 50,505 | 357,495 | 201,731 | 559,226 |
| Notes | 2013 € '000 |
2012 € '000 |
|
|---|---|---|---|
| OPERATING ACTIVITY | |||
| Cash receipts from customers | 2,271,724 | 2,294,820 | |
| Cash paid to suppliers | (1,725,111) | (1,569,381) | |
| Cash paid to employees | (415,975) | (382,744) | |
| Cash generated from operating activities | 130,637 | 342,694 | |
| Income tax paid/received | (39,340) | (37,088) | |
| Other receipts/payments generated by operating activities | 17,772 | 7,788 | |
| Net cash from operating activities (1) | 109,069 | 313,394 | |
| INVESTING ACTIVITY | |||
| Cash receipts from: | |||
| Financial assets | 37 | 130,813 | 5,359 |
| Intangible fixed assets | - | 9 | |
| Tangible fixed assets | 8,407 | 8,031 | |
| Government grants | 1,212 | 4,005 | |
| Interest and similar incomes | 28,305 | 22,844 | |
| Dividends | 7,248 | 3,114 | |
| Others | - | 1,103 | |
| 175,985 | 44,465 | ||
| Cash paid in respect of: | |||
| Financial assets | 37 | (20,426) | (34,995) |
| Intangible fixed assets | (18,838) | (6,202) | |
| Tangible fixed assets | (156,781) | (136,176) | |
| Others | - | (138) | |
| (196,045) | (177,511) | ||
| Net cash from investing activities (2) | (20,060) | (133,047) | |
| FINANCING ACTIVITY | |||
| Cash receipts from: | |||
| Loans obtained | 277,002 | 216,862 | |
| 277,002 | 216,862 | ||
| Cash paid in respect of: | |||
| Loans obtained | (67,887) | (188,967) | |
| Amortization of finance lease contracts | (57,630) | (52,251) | |
| Interest & similar expense | (134,020) | (92,337) | |
| Dividends | (21,289) | (21,289) | |
| (280,826) | (354,843) | ||
| Net cash from financing activities (3) | (3,824) | (137,981) | |
| Variation of cash & cash equivalents (4)=(1)+(2)+(3) | 85,185 | 42,366 | |
| Variations caused by changes to the perimeter | 22,386 | (5,870) | |
| Exchange rate effect | (19,617) | 1,062 | |
| Cash & cash equivalents at the beginning of the year | 23 | 271,779 | 234,220 |
| Cash & cash equivalents at the end of the year | 23 | 359,733 | 271,779 |
To be read with the Notes to the Consolidated Financial Statements
(1) Includes the amount of 53,552 thousand euros recorded in non-current in 2013
The core business of Mota-Engil, SGPS, SA, with head office at Edifício Mota, Rua do Rêgo Lameiro, 38, 4300-454 Porto (Mota-Engil SGPS or Company), and subsidiaries (Group) is public and private construction work and related activities.
A more detailed description of the Group's business is provided in Note 39. Business Segments of these notes.
All the amounts presented in these notes are presented in thousand euros, rounded off to the unit, unless explicitly stated otherwise.
The consolidated financial statements of the Mota-Engil Group were prepared on a going concern basis from the books and accounting records of the companies comprising the Group adjusted in the consolidation process, in a manner such that the consolidated financial statements are in accordance with the International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB), and with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standards Interpretation Committee (SIC), as adopted by the European Union as at December 31, 2013.
Interim consolidated financial statements have been presented quarterly, in accordance with IAS 34 – Interim Financial Reporting.
For the Group, there are no differences between the IFRS adopted by the European Union and the IFRS published by the International Accounting Standards Board.
January 1st, 2005 marked the beginning of the period of first application by the Group of IAS/IFRS, pursuant to IFRS 1 – Firsttime Adoption of the International Financial Reporting Standards.
In the period ending on the 31st of December 2013 the following standards, interpretations, alterations and revisions endorsed by the European Union became applicable:
| EU Regulation | Standard | Issued in |
|---|---|---|
| Amendments | ||
| Regulation no. 475/2012 | IAS 1 – Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income | 16/06/2011 |
| Regulation no. 1255/2012 | IAS 12 – Income Taxes - Deferred Tax: Recovery of Underlying Assets | 20/12/2010 |
| Regulation no. 475/2012 | IAS 19 – Employee Benefits | 16/06/2011 |
| Regulation no. 1256/2012 | IFRS 7 – Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities | 16/12/2011 |
| Regulation no. 1255/2012 | IFRS 1 – First-time Adoption - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters | 20/12/2010 |
| Regulation no. 183/2013 | IFRS 1 – First-time Adoption of International Financial Reporting Standards- Government Loans | 13/03/2012 |
| New Standards/Interpretations | ||
| Regulation no. 1255/2012 | IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine | 19/10/2011 |
| Regulation no. 1255/2012 | IFRS 13 – Fair Value Measurement | 12/05/2011 |
| Improvements | ||
|---|---|---|
| Regulation no. 301/2013 | Improvements of international financial reporting standards – 2009-2011 | 17/05/2012 |
Except for IFRS 13 - Fair Value Measurement, which was early adopted by the Group in 2012 and whose impacts have been adequately disclosed in the Annual Report of that year, the effects of the adoption of the above mentioned standards were not significant.
The following standards, interpretations, amendments and revisions were endorsed by the European Union and are mandatory for annual periods beginning on or after January 1, 2014:
(*) In accordance with EU Regulation approving the adoption of IFRS 10, IFRS 11 and IFRS 12 standards and amendments to IAS 27 and IAS 28 standards, entities should adopt these rules in years beginning on or after January 1, 2014. Early adoption is however permitted.
The Group did not proceed with early adoption of any of these standards since their application is not mandatory for the year ended December 31, 2013. The impacts that the adoption of such standards should originate are being estimated by the Group.
The consolidated financial statements are presented in euros since this is the main currency of the Group's operations. The financial statements of the subsidiaries in foreign currency were converted into euros in accordance with the accounting policies described in subparagraph xv) of the main valuation criteria herein. All estimates and assumptions made by the Board of Directors were based on their knowledge of the events and transactions in course, as at the date of approval of the financial statements.
In preparing the consolidated financial statements, in conformity with IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimates which affect the reported assets and liabilities, as well as the income and costs incurred relative to the reported periods, which are described in subparagraph xxv) of the main valuation criteria of this Note.
The consolidated financial statements attached herewith were prepared for appraisal and approval at the General Meeting of Shareholders. The Group's Board of Directors believes that they will be approved without amendment.
The following methods of consolidation are adopted by the Group:
Financial holdings in companies in which the Group holds, directly or indirectly, more than 50% of the voting rights at General Meetings of Shareholders/Partners and/or has the power to control their financial and operating policies (the definition of «control» used by the Group), were included in the consolidated financial statements attached herewith through the full consolidation method. The equity and net income of these companies corresponding to third party holdings in these companies are presented in the statement of the consolidated financial position (under the equity heading) and in the consolidated income statement (included in consolidated net income), respectively, under the subheadings of noncontrolling interests.
When losses attributable to minorities exceed the minority interest in the equity of the subsidiary, the Group absorbs this excess and any additional loss, unless the minorities have the obligation and capacity to cover these losses. If the subsidiary subsequently reports profits, the Group appropriates all the profits until the minority's share of the absorbed losses have been recovered.
The net income of the subsidiaries acquired or sold during the fiscal year are included in the income statements as of their date of taking control or up to the date of their sale (assignment of control). These effects will always be reported as at January 1st each fiscal year.
Transactions, balances and dividends distributed between Group companies are eliminated in the consolidation process.
In situations where the Group holds, in substance, the control of other entities created for a specific purpose (SPEs), even if no holdings are held directly in their share capital, these entities are consolidated through the full consolidation method. As at December 31st, 2013 and 2012, there are no entities in this situation.
Financial investments in associates (companies where the Group exercises significant influence, but does not control them, through participation in the financial and operating decisions of the associate – generally investments representing 20% to 50% of the share capital of a company) are recorded through the equity method, under the heading Financial investments stated through the equity method.
Pursuant to the equity method, financial holdings are recorded at their acquisition cost, adjusted by the value corresponding to the Group's holding in the changes in equity (including net income) of the associates against gains or losses for the fiscal year and by the dividends received, net of accumulated impairment losses.
The assets and liabilities of each associate (including contingent liabilities) are identified at their fair value on the acquisition date. Any surplus/shortfall of the acquisition cost relative to the fair value of the net assets and liabilities acquired is recognised, respectively, as a positive consolidation difference (Goodwill), and added to the value of the financial investment, or, in the case of a shortfall which is maintained after reconfirmation of the fair value measurement process, stated in the income statement for the year.
A valuation is made of the investments in associates when there is indication that the asset might be impaired, with a loss being recorded in the income statement whenever this is confirmed. When impairment losses recognised in previous periods no longer exist, they are reversed.
When the Group's proportion in the accumulated losses of the associate exceeds the value at which the investment is recorded, the investment is stated at zero until the equity becomes positive, unless the Group has assumed commitments with the associated company, in which case a provision is recorded to meet such liabilities.
Unrealised gains on transactions with associates are eliminated in proportion to the Group's interest in the associate against the investment in that same associate. Unrealised losses are likewise eliminated, but only up to the point at which the loss does not show evidence that the transferred asset is in a situation of impairment.
Whenever necessary, the financial statements of the associates are adjusted to ensure their consistency with the accounting policies used by the Group.
As of January 1st, 2010, financial interest in joint controlled entities started to be consolidated in the financial statements attached herewith through the equity method. Pursuant to this method, financial holdings are recorded at their acquisition cost, adjusted by the value corresponding to the Group's holding in the changes of equity (including net income) of these companies against gains or losses for the year and by the dividends received, net of accumulated impairment losses.
The classification of financial interests held in joint ventures is determined based on:
Given the very singular nature of consortiums, mainly engaged in the construction activity, and with very specific purposes which are limited in time, their results are included in the consolidated income statement heading by heading, in the proportion of the control attributable to the Group.
The main valuation criteria, judgments and estimates used in the preparation of the Group's consolidated financial statements during the periods under review are as follows:
Differences between the acquisition price of the financial investments in Group companies (subsidiaries), plus the value of non-controlling interests, and the amount attributed at fair value of the identifiable assets and liabilities of these companies on the date of their acquisition, when positive, are recorded under the heading Goodwill and, when negative, after revaluation of their calculation, are recorded directly in the income statement. Differences between the acquisition price of financial investments in associates and joint ventures, and the amount attributed at fair value of the identifiable assets and liabilities of these companies, on the date of their acquisition, when positive, are maintained under the heading Financial investments stated through the equity method and when negative, after revaluation of their calculation, are recorded directly in the income statement.
Furthermore, differences between the acquisition cost of investments in subsidiaries based abroad and the fair value of the identifiable assets and liabilities of these subsidiaries on the date of their acquisition are recorded in the reporting currency
of these subsidiaries, and converted to the Group's reporting currency (euro) at the exchange rate in force on the reporting date. Any currency conversion differences created during this conversion are recorded in equity under the heading Currency conversion reserve.
Positive consolidation differences generated before the IFRS transition date remain recorded at their net book value, calculated in accordance with the Official Accounting Plan (POC), having been subject to impairment tests on that date. Moreover, and in accordance with the alternative foreseen in IFRS 1 – First-time Adoption of the International Financial Reporting Standards, Mota-Engil SGPS did not retrospectively apply the provisions of IAS 21 – Effects of Changes in Foreign Exchange Rates to the positive consolidation differences generated before January 1st, 2004, hence, as of this date, these consolidation differences began to be measured in the reporting currency of their subsidiaries at the equivalent value in euros on that date.
The Group, on a transactional basis (for each business combination), decided to measure any non-controlling interest in the acquired entity either at fair value or in proportion to the non-controlling interest in the identifiable net assets of the acquired entity. Prior to January 1st, 2012, non-controlling interests were valued exclusively in accordance with the proportion of the fair value of the acquired assets and liabilities.
The value of future contingent payments is recognised as a liability at the time of the business combination in accordance with its fair value, with any change of the initially stated value being recorded against the value of Goodwill, but only if this occurs within the remeasurement period (12 months after the acquisition date) and if it is related to events prior to the acquisition date, otherwise it should be recorded against profit or loss.
Transactions of purchase or sale of interests in entities that are already controlled, without such resulting in loss of control, are treated as transactions between equity holders affecting only the equity headings, without there being impact under the Goodwill heading or in the income statement.
Furthermore, when a sale transaction generates a loss of control, the assets and liabilities of the entity are derecognised, and any interest retained in the disposed entity should be remeasured at fair value, where any loss or gain calculated with the disposal is recorded through profit or loss.
Up to January 1st, 2004, Goodwill was amortised during the estimated recovery period of the investment, with the amortisations recorded in the income statement under the heading Amortisation for the year. As of January 1st, 2004, in accordance with IFRS 3 – Business Combinations, the Group suspended the amortisation of Goodwill, subjecting it to impairment tests.
On an annual basis and with reference to the accounts closing date, Mota-Engil carries out formal impairment tests to these business combinations. Whenever the amount at which the positive consolidation difference is recorded is higher than its recoverable amount, an impairment loss is recognised, recorded in the income statement under the heading Other operating costs. The recoverable amount is the highest value between net sales price and the value in use. The net sales value is the amount which would be obtained with the disposal of the asset in a transaction within the reach of the parties involved, minus the costs directly attributable to the disposal. The value in use is the present value of the estimated future cash flow that is expected to arise from the continued use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated for each asset, individually or, where this is not possible, for the cash generating unit to which the asset belongs.
Impairment losses relative to consolidation differences cannot be reversed.
Intangible assets are recorded at acquisition or production cost, minus amortisations and any accumulated impairment losses, and recognised only if it is likely that they will generate future economic benefits for the Group, and if their value can be reasonably measured and if the Group has control over them.
Intangible assets are basically composed of concession operating rights (arising from the adoption of IFRIC 12 and from the processes of imputation of fair value to assets and liabilities acquired in business combinations), which are amortised by the straight line method during their enforcement period, and software, which is amortised by the straight line method over a period between three to six years.
Operating rights arising from the adoption of IFRIC 12 refer to the concession contracts of the Logistics and Waterareas, both of the Europe Environment & Services segment, where the Group:
Consequently, and pursuant to IFRIC 12, the concessions of the Group companies fall under the Intangible Asset model, where the Group has adopted the following accounting policies on this matter:
intangible asset is recognised for both construction services (initial and upgrade). In this case, since there is an unconditional obligation to provide upgrade construction services for the infrastructure, the entirety of this intangible asset is recognised at the time of the initial construction, pursuant to IAS 11 and IAS 18, including the fair value of the upgrade construction services to be provided in the future.
f) All the costs related to the agreement and which cannot be disassociated from it should be added to the intangible asset (Concession Operating Licenses) at their fair value.
Research expenses are recognised as costs for the year when they are incurred, while expenses related to incorporation and share capital increases are deducted from equity.
Installations (land and buildings) for the company's own use are recorded at a revalued amount, which is their fair value as at the revaluation date minus any subsequent accumulated depreciation and/or any accumulated impairment losses. The revaluations are carried out periodically by independent real estate valuators, so that the revalued amount does not differ materially from the fair value of the respective property. When the fair value calculated in the valuations is slightly higher than the book value in the statement of the financial position, the Group, for reasons of prudence, does not update the assets subject to the valuation to their fair value. Due to the operation of the respective markets, the Group has decided not to apply this policy to real estate assets held in African countries, and in some countries of Central Europe, recording them at their acquisition cost minus any subsequent accumulated depreciation and/or any accumulated impairment losses.
Adjustments arising from revaluations of real estate assets for own use are recorded against equity. When a tangible asset which had been revalued positively in former fiscal years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from previous revaluation, minus the amount realised through depreciation, with its excess being recorded as a cost for the year through profit or loss for the year.
Depreciation is imputed on a systematic basis during the estimated useful life of the buildings, which currently varies between 20 and 50 years, while land is not depreciable.
Land assigned to the operation of quarries, as well as various related costs (expenses incurred with the licensing and start-up of the quarries and costs to be incurred with restoration of landscape), are recorded at a revalued amount, which is its fair value on the revaluation date minus any subsequent accumulated depreciation and/or any accumulated impairment losses. When the fair value calculated in the valuation is slightly higher than its book value in the statement of the financial position, the Group, for reasons of prudence, does not update the assets subject to the valuation to their fair value. The valuations are undertaken periodically, by specialised external experts, so that the revalued amount does not differ materially from the fair value of the respective quarry. These assets are depreciated in accordance with the quantity of stone extracted each year, taking into account the residual value of the quarry at the end of the extraction.
Adjustments arising from the revaluation of the land assigned to quarry operations are recorded against equity. When a quarry asset which had been revalued positively in former fiscal years is subsequently revalued negatively, the adjustment is recorded against equity up to the amount corresponding to the increased equity arising from previous revaluation, minus the amount realised through depreciation, with its excess being recorded as a cost for the year through profit or loss for the year.
Other tangible assets acquired up to December 31st, 2003 are recorded at their deemed cost, which corresponds to their acquisition cost or to the acquisition cost revalued in accordance with the accounting principles generally accepted in Portugal up to that date, minus accumulated depreciation and accumulated impairment losses.
Other tangible assets acquired after this date are recorded at acquisition cost minus accumulated depreciation and impairment losses.
Tangible assets in progress represent assets still under construction/development, and are recorded at acquisition cost, minus any accumulated impairment losses.
Depreciation is calculated after the assets are in condition to be used, that is, when their underlying assets are available for use and in the necessary conditions, in terms of quality and technical reliability, to operate as intended by the Group's Board of Directors, and is imputed systematically during their useful life. The useful life of an asset is determined based on its expected use by the Group, expected natural wear, predictable technical obsolescence and the residual value attributable to the asset. The residual value attributable to the asset is estimated based on the residual value prevailing on the date of the estimate of similar assets which have reached the end of their useful lives and operated under conditions similar to those in which the asset will be used.
The depreciation rates used correspond to the following periods of estimated useful life (in years):
| Equipment: | |
|---|---|
| Basic equipment (excluding that assigned to concessions) | 3 to 10 |
| Administrative equipment | 4 to 10 |
| Transport equipment | 3 to 10 |
| Tools and utensils | 3 to 6 |
| Other tangible assets | 3 to 10 |
Subsequent expenses related to replacement of tangible asset components incurred by the Group are added to the respective tangible assets, with the net value of the replaced components of these assets being written off and recorded as a cost under the heading Other operating costs.
Maintenance and repair costs that neither increase the useful life nor give rise to significant improvements in the items of the tangible assets are recorded as a cost for the year when they occur.
Depreciation and amortisation of the tangible and intangible assets are recorded on a monthly basis under the heading Amortisation, in the income statement. Any changes to the period of estimated useful life of the tangible assets are carried out prospectively.
Lease contracts are classified as (i) finance leases when they substantially transfer all the risks and advantages inherent to possession of the leased asset; and as (ii) operating leases when they substantially transfer all the risks and advantages inherent to possession of the leased asset.
The classification of the leasing into finance or operating is undertaken based on the substance and not the form of the contract.
Tangible assets acquired under finance lease contracts, as well as the corresponding liabilities, are recorded through the financial method, recognising the tangible assets and their corresponding accumulated depreciation, as defined in subparagraphs iii) and v) above, and any outstanding debts pending settlement are stated in accordance with the contractual financial plan. Furthermore, the interest included in the value of lease payments and depreciation of the tangible assets are recognised as costs in the income statement for the year they refer to.
In leases considered as operating, the lease payments owed are recognised as a cost in the income statement on a linear basis during the contract lease period
Investment properties consist of land and buildings held for the purpose of obtaining rents and/or the appreciation of the invested capital and not for use in the production or supply of products or services, or for administrative purposes, or for sale during daily business activity.
Investment properties, including those under construction, are recorded at their fair value, determined by the annual valuation carried out by independent specialised entities or in accordance with current prices that are realisable on the market in question.
Variations in the fair value of investment properties are recognised directly in the income statement for the year, under the heading Variation of value in investment properties.
Costs incurred with investment properties in use, namely maintenance, repairs, insurance and property taxes (Municipal Property Tax), are recognised in the consolidated income statement for the year to which they refer.
Non-current assets are classified as held for sale when their book value can only be recovered through its sale and not through their continued use. In order for these assets to be classified as such, they must be available for immediate sale under their current conditions, the sale much be highly probable, the Board of Directors must be committed to execute this sale and the disposal must predictably occur within a period of 12 months, as established in IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.
Non-current assets classified as held-for-sale are recorded at the lowest amount between their book value and their fair value minus the expected costs of their sale.
Financial assets and liabilities are recognised in the statement of the financial position when the Group becomes a contracting party of the respective financial instrument.
The Group classifies financial investments into the following categories: Investments recorded at fair value through profit or loss, Loans and accounts receivable, Investments held to maturity, Investments available for sale and Loans and accounts payable. The classification depends on the intention underlying the acquisition of the investment.
The classification is defined at the time of the initial recognition and reappraised on a half-yearly basis.
Investments recorded at fair value through profit or loss: this category is divided into two subcategories, Financial assets held for trading and Investments recorded at fair value through profit or loss. A financial asset is classified into this category, particularly, when acquired for the purpose of its sale in the short term or if the adoption of valuation through this method eliminates or significantly reduces an accounting lag. Derivative instruments are also classified as held for trading, unless they are assigned to hedging operations. Assets of this category are classified as current assets if they are held for trading or if expected to be realised within 12 months of the reporting date.
Loans and accounts receivable: these are non-derivative financial assets, with fixed or variable repayment, which are not listed in active/liquid markets. These financial investments arise when the Group provides cash, products or services directly to a debtor with no intention to negotiate the debt. Loans and accounts receivable are classified as current assets, except in cases where their maturity is longer than 12 months after the reporting date, in which case they are classified as non-current assets. In both cases, this category appears in the statement of the financial position, included under the headings Customers and Other debtors.
Investments available for sale: these include non-derivative financial assets, which are named as available for sale, or those that do not fall under the previous categories. This category is included under non-current assets unless the Board of Directors intends to sell the investment within 12 months as of the reporting date.
Investments held to maturity are classified as non-current investments, unless they fall due within 12 months as of the reporting date.
All purchases and sales of these investments are recognised on the date of the signing of the respective purchase and sale contracts, regardless of the financial settlement date.
These investments are initially recorded at their acquisition value, which is the value paid on the acquisition date and corresponds to their fair value on that date, including transaction costs. After initial recognition, investments recorded at fair value through profit or loss and investments available for sale are revalued at their fair values as marked to market as at the reporting date, with no deduction relative to any transaction costs which might occur up to their sale.
Gains or losses arising from a change in the fair value of investments available for sale are recorded in the consolidated statement of comprehensive income, under the heading Fair value reserves – investments available for sale until the investment is sold, received or disposed in any form, or in situations where the fair value of the investment is lower than its acquisition cost and this situation is considered a significant or permanent impairment loss, at which time the accumulated gain or loss is recorded separately in the income statement.
Gains or losses arising from a change in the fair value of the investments held for trading are recorded in the income statement for the year.
Gains and losses, realised or not, arising from a change in the fair value of Investments recorded at fair value through profit or loss, are recorded in the income statement for the year.
The fair value of investments is based on current market prices. If the market to which the investments belong is not an active/liquid market (unlisted investments), the Group records them at acquisition cost minus any accumulated impairment losses. The fair value of listed investments is calculated based on the closing price of the respective market as at the reporting date.
The Group performs valuations as at each reporting date whenever there is objective evidence that a financial asset might be impaired. In the case of equity instruments classified as available for sale, a significant or prolonged decline of their fair value
to levels below their cost indicates that the asset is impaired. For all other assets, objective indications of impairment may include:
significant financial difficulties by the counterparty in settling its debts;
failure to meet payments in due time by the counterparty relative to credit extended by the Group;
For financial assets recognised at amortised cost, the amount of the impairment is calculated as the difference between their book value and the present value of future cash flow discounted at the initial effective interest rate.
The book value of financial assets is reduced directly by any detected impairment losses, with exception of the accounts receivable from customers and other debtors for which the Group constitutes a specific account of Accumulated impairment losses. When an account receivable from customers and other debtors is considered uncollectible, it is annulled against the Accumulated impairment losses account. Amounts received subsequently relative to annulled accounts receivable from customers and other debtors of the financial statements are credited to the income statement for the year. Changes to Accumulated impairment losses are recorded in the income statement for the year.
With the exception of the Investments available for sale, if, in a subsequent fiscal year, there is a reduction of the accumulated impairment losses and if this decrease is objectively due to an event after the date of recognition of this impairment, the said decrease is recorded through the income statement for the year up to the limit of the existing accumulated impairment loss.
Investments held to maturity are recorded at amortised cost through the effective interest rate method, net of amortisation of principal and interest received.
All financial investments available for sale representing shares in unlisted companies are recorded at their acquisition cost, always considering any impairment losses in the event of objective evidence of impairment. The Group's Board of Directors believes that the fair value of these investments does not differ significantly from their acquisition cost.
Dividends received relative to equity instruments classified as Investments available for sale are recognised in the income statement in the year when the right to receive them was established.
b) Customers and other debtors
Debts of Customers and Other debtors are recorded at their nominal value, minus any accumulated impairment losses, so that they reflect their net realisable value.
c) Loans
Loans are recorded in the liabilities at amortised cost. Any costs incurred with the issue of these loans are recorded as a deduction to the debt and recognised, over the lifetime of these loans, in accordance with the effective interest rate method.
d) Accounts payable
Accounts payable, included under the headings Suppliers and Sundry creditors, which do not earn interest are recorded at their nominal value, which is substantially equivalent to their fair value, since the effect of any discount is considered immaterial.
Financial liabilities and equity instruments are classified in accordance with the contractual substance of the transaction. The Group defines equity instruments as those where the underlying contract of the transaction shows that the Group holds a residual interest in a set of assets after deduction of a series of liabilities.
The Group uses derivative instruments in the management of its financial risks solely to ensure the hedging of these risks, and never uses derivative instruments for purposes of speculation. The use of derivative financial instruments is duly approved by the Group's Board of Directors.
The derivative financial instruments used by the Group defined as cash flow hedge instruments refer exclusively to interest rate and exchange rate hedge instruments relative to loans received. The amount of the loans, maturity periods of the interest and repayment plans of the loans underlying the interest rate and the exchange rate hedge instruments are similar to the conditions established for the contracted loans.
The following criteria are used by the Group to classify derivative instruments as cash flow hedge instruments:
Interest rate and exchange rate hedge instruments are initially recorded at cost, if any, and subsequently revalued at fair value. Alterations to the fair value of these instruments, associated to the part that is effectively hedged, are recognised in the consolidated statement of comprehensive income under the heading Fair value reserves – derivatives, and are transferred to net income for the year in the same period when the hedged instrument affects net income. In 2012, the Group decided on the early adoption of IFRS 13 – Fair Value Measurement, which replaces the existing guidelines in the different IFRS standards in relation to the measurement of fair value. Hence, the valuation of derivative financial instruments began to incorporate an estimate of the credit risk of the company holding the instrument in the measurement of the fair value of its interest rate hedge derivatives.
The reporting of derivative instruments ceases when the instrument falls due or is sold. In situations where the derivative financial instrument no longer qualifies as a hedge instrument, the accumulated fair value differences deferred in the consolidated statement of comprehensive income under the heading Fair value reserves – derivatives are transferred to net income for the fiscal year or added to the value of the asset which resulted from the hedged transactions, and subsequent revaluations are recorded directly under the headings of the income statement.
Regarding derivative instruments which, although contracted for economic hedging purposes, do not meet all the requirements of IAS 39 (Financial Instruments: Recognition and Measurement) with respect to the possibility of qualifying for hedge accounting, the respective changes in fair value are recorded in the income statement for the period when they occur.
Treasury shares are stated at their acquisition value as a deduction from equity. Gains or losses inherent to the disposal of treasury shares are recorded under the heading Other reserves.
The Group derecognises financial assets from its financial statements solely when the contractual right to the cash flow inherent to these assets expires or when the Group substantially transfers all the risks and benefits inherent to the possession of these assets to a third party.
Consequently, customer balances secured by discounted bills that have not yet fallen due and accounts receivable assigned in factoring as at each reporting date, with the exception of factoring operations without recourse, are recognised in the Group's financial statements against the heading Sundry creditors until they are received.
The amounts included under the heading "Cash and cash equivalents – demand deposits" correspond to cash, bank deposits at sight and with agreed maturity dates and other cash investments falling due within less than three months that are repayable on demand and have an insignificant risk of change of value.
The amounts included under the heading "Cash and cash equivalents – term deposits" correspond to cash, bank sight and term deposits and other cash investments that are not immediately available, due to having been given as guarantees or being blocked.
Merchandise and raw materials and consumables are valued at the lowest value between the average acquisition cost and the respective market value (estimate of their sales price minus the costs to be incurred with their disposal). Finished and semi-finished products, by-products, and products and work in progress are valued at production cost, which is lower than their market value. Production costs include the cost of the incorporate raw material, direct labour and general factory costs.
Income and expenditure are recorded in accordance with the accrual accounting principle, whereby they are recognised as and when they are generated, regardless of the time when they are received or paid. The differences between the amounts received and paid and the corresponding income and expenses are recorded under the headings Other current assets, Other current liabilities and Other non-current liabilities.
Revenue is recorded at the fair value of the assets received or receivable, net of discounts and expected returned products.
a) Production and provision of services that have not been invoiced
The Group recognises the net income of the works of each contract in accordance with the percentage-of-completion method, which is defined as the ratio between the costs incurred in each work up to a given date and the sum of these costs with the costs estimated to complete the work. The differences obtained between the values resulting from the application of the percentage-of-completion to the estimated income and the invoiced values are stated under the subheadings Production not invoiced or Advance billing, included under the headings Other current assets and Other current liabilities.
Variation in the work relative to the amount of revenue agreed in the contract is recognised through profit or loss for the year when it is likely that the customer will approve the amount of revenue arising from the variation and it may be measured reliably.
Claims for reimbursement of costs not included in the contract price are included in the revenue of the contract when the negotiations reach an advanced stage, indicating that it is likely that the customer will accept the claim and it can be measured reliably.
In order to meet the costs to be incurred during the works' warranty period, the Group recognises a liability on an annual basis to meet this legal obligation, which is calculated taking into account the annual volume of production and the historical records of costs incurred in the past with works during the warranty period.
When it is likely that the total costs foreseen in the construction contract exceed the income defined therein, the expected loss is recognised immediately in the income statement for the period.
b) Civil construction works and public works of short duration
In these service contracts, the Group recognises the income and costs as they are invoiced or incurred, respectively.
c) Recognition of costs and income in real estate business
Relevant costs incurred with real estate undertakings are calculated taking into account the direct construction costs as well as all the costs related to the preparation of projects and licensing of works. Costs imputable to the funding, supervision and inspection of the undertaking are also added to the cost of real estate undertakings, provided that they are still underway.
For the effect of capitalisation of financial costs and costs related to the supervision and inspection of the undertaking, it is considered that it is underway if awaiting decision of the authorities involved or if it is under construction. Should the undertaking not be at either of these stages, it is considered stopped and the capitalisation referred to above is suspended.
Pursuant to IFRIC 15, sales generated by the real estate business are recognised when all the risks associated to the asset are substantially transferred to the buyer (that is, at the time of the signing of the property deed).
d) All other business
Revenue arising from sales and provision of services in general is recognised at the time of its realisation or with reference to the completion stage of the transaction as at the reporting date, provided that all of the following conditions are met: i) the amount of the revenue can be measured reliably; ii) it is likely that the Group will receive future economic benefits associated to the transaction; iii) the costs incurred or to be incurred with a transaction can be measured reliably; iv) the completion stage of the transaction as at the reporting date can be measured reliably.
Interest income is recognised using the effective interest rate method, provided that it is likely that the Group will receive economic benefits and their amount can be measured reliably.
Revenue derived from dividends is recognised when the Group's right to receive the corresponding amount is established.
Own work capitalised basically corresponds to construction and improvement work, carried out by the actual companies, as well as major repair of equipment and includes costs related to materials, direct labour and general expenses.
These expenses are capitalised only when the following requirements are met:
All transactions in foreign currency should be recorded in the functional currency at the time of their initial recognition through the application, to the amount in foreign currency, of the spot exchange rate between the functional currency and the foreign currency as at the transaction date.
At the end of each reporting period: a) monetary items in foreign currency should be converted at the closing rate; b) nonmonetary items which are measured in terms of historical cost in a foreign currency should be converted through use of the exchange rate as at the transaction date; and c) non-monetary items which are measured at fair value in a foreign currency should be converted at the exchange rates as at the date when the fair value was determined.
Currency conversion differences arising from the settlement of monetary items or from the conversion of monetary items at rates which are different from those used to convert them in the initial recognition during the period or in previous financial statements should be recognised through profit or loss for the period when they occur, being recorded in financial income or financial expenses respectively depending on whether positive or negative, unless they arise from a monetary item which is part of a net investment in a foreign operating unit. In this case, these currency conversion differences are initially recognised in other comprehensive income and reclassified from equity to profit or loss at the time of the disposal of the net investment.
In preparing the consolidated financial statements, the net income and financial position of entities belonging to the consolidation perimeter, whose functional currencies are not the currency of a hyperinflationary economy, are converted into euros using the following procedures: a) the assets and liabilities of each statement of the financial position presented are converted at the closing rate as at the reporting date; b) the income and costs of each statement of comprehensive income or separate income statement presented are converted at the annual average rates; and c) all the resulting currency conversion differences are recognised under other comprehensive income, affecting the equity heading Currency conversion reserves. At the time of the disposal of these foreign entities, the accumulated currency conversion differences are recorded in the income statement for the year.
Consolidation differences and adjustments to fair value of the assets and liabilities of foreign entities are treated as assets and liabilities in foreign currency and are converted into euros using the exchange rates as at the reporting date.
The financial statements of subsidiaries and branches expressed in foreign currency are converted into euros.
The exchange rates used to convert the accounts of the Group's foreign companies, joint ventures and associates into euros were as follows:
| Currency of register | Year end | Average | |||
|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||
| Czech Crown (CZK) | EUR / CZK | 27.43 | 25.15 | 26.03 | 25.14 |
| Algerian Dinar (DZD) | EUR / DZD | 108.10 | 103.19 | 105.93 | 100.28 |
| S. Tomé And Príncipe Dobra (STD) | EUR / STD | 24,500.00 | 24,500.00 | 24,500.00 | 24,500.00 |
| US Dollar (USD) | EUR / USD | 1.38 | 1.32 | 1.33 | 1.29 |
| Cape Verde Escudo (CVE) | EUR / CVE | 110.27 | 110.27 | 110.27 | 110.27 |
| Hungarian Forint (HUF) | EUR / HUF | 297.04 | 292.30 | 297.93 | 287.99 |
| Angola Kwanza (AOK) | EUR / AOK | 134.59 | 126.85 | 128.16 | 122.84 |
| Malawian Kwanza (MWK) | EUR / MWK | 593.01 | 427.49 | 491.70 | 322.24 |
| Mozambique Metical (MZM) | EUR / MZN | 41.24 | 39.24 | 39.67 | 36.49 |
| Ramanian New Leu (RON) | EUR / RON | 4.47 | 4.44 | 4.41 | 4.46 |
| Peruvian Novo Sol (PEN) | EUR /PEN | 3.86 | 3.37 | 3.62 | 3.41 |
| Colombian Peso (COP) | EUR / COP | 2,661.66 | 2,331.38 | 2,502.15 | 2,323.89 |
| Mexican Peso (MXN) | EUR / MXN | 18.07 | 17.18 | 17.13 | 16.94 |
| South Africa Rand (ZAR) | EUR / ZAR | 14.57 | 11.17 | 13.01 | 10.57 |
| Brasilian Real (BRL) | EUR / BRL | 3.26 | 2.70 | 2.89 | 2.53 |
| Polish Zloty (PLN) | EUR / PLN | 4.15 | 4.07 | 4.21 | 4.17 |
Mota-Engil SGPS is covered, since January 2010, by the Special Tax Regime for Groups of Companies (RETGS), therefore, current tax is calculated based on the taxable profit or loss of the companies included in the consolidation and on the special regime referred to above, pursuant to its rules.
The RETGS covers all the subsidiaries whose share capital is at least 90% held, directly or indirectly, and which are resident in Portugal and subject to Corporate Income Tax.
For companies not covered by the special tax regime, current tax is calculated based on the respective taxable profit or loss, pursuant to the tax rules in force at the location of head office of each company.
Deferred taxes are calculated based on the balance sheet liability method and refer to temporary differences between the amounts of the assets and liabilities reported for accounting purposes and their respective amounts for tax purposes.
Deferred tax assets and liabilities are calculated and valued annually using the tax rates in force, or announced to be in force, as at the date of the reversal of the temporary differences.
Deferred tax assets are recorded only when there are reasonable expectations of sufficient future tax profits for their use. On each reporting date a reappraisal is made of differences underlying the deferred tax assets in order to recognise deferred tax assets not recorded previously because they did not meet the requirements for their recording and/or to reduce the amount of the recorded deferred tax assets according to the current expectation of their future recovery.
The amount of tax to be included, both in current tax and deferred tax, arising from transactions or events recognised under reserves is recorded directly under these same headings, and does not affect the net income for the year.
Financial costs related to loans received are generally recognised as a cost, in accordance with the accrual accounting principle.
Financial costs related to loans received that are directly related to the acquisition, construction or production of fixed assets, or associated to real estate projects classified under inventories, are capitalised, thus being incorporated in the cost of the asset. The capitalisation of these costs starts after the beginning of the preparation of the construction or development
of the asset and is interrupted after the beginning of its use, the end of production or construction of the asset, or when the project in question is suspended.
Provisions are recognised when, and only when, the Group has a present obligation (legal or implicit) arising from a past event, it is likely that in order to resolve this obligation there will be an outflow of funds and the amount of the obligation can be estimated reasonably. The provisions are reviewed on each reporting date and adjusted so as to reflect the best estimate on that date, taking into account the risks and uncertainties inherent to such estimates. When a provision is calculated in view of the future cash flow required to settle this obligation, it is recorded at the current values of this future cash flow.
Provisions for restructuring costs are recognised by the Group whenever there is a formal and detailed restructuring plan and it has been disclosed to the parties involved.
Liabilities related to defined benefit pension plans, attributed to various former employees and current directors of the Group, are calculated in accordance with the Projected Unit Credit Method, using the actuarial and financial assumptions that are most suited to the established plan.
Grants attributed to fund staff training actions are recognised as income during the period of time during which the Group incurs the respective costs, and are presented in the income statement minus these costs.
Grants attributed to fund investments in tangible assets are recorded as deferred income and recognised in the income statement during the estimated period of useful life of these assets.
Impairment is assessed as at each reporting date and whenever an event or alteration in circumstances is identified which indicates that the amount at which an asset is stated might not be recovered. Whenever the amount at which an asset is recorded is higher than its recoverable amount, an impairment loss is recognised, recorded in the income statement under the heading Other operating costs. The recoverable amount is the highest value between the net sales price and the value in use. The net sales price is the amount which would be obtained with the disposal of the asset in a transaction within the reach of the parties involved, minus any costs directly attributable to the disposal. The value in use is the present value of the estimated future cash flow which would be expected to arise from the continued use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated for each asset, individually or, if this is not possible, for the cash generating unit to which the asset belongs.
The reversal of impairment losses recognised in previous fiscal years is recorded when the motives which led to its recording no longer exist and, consequently, the asset is no longer impaired. The reversal of impairment losses is recognised in the income statement as net operating income. However, the reversal of an impairment loss is undertaken up to the limit of the amount that would have been recognised (either through its historical cost or through its revalued amount, net of amortisation or depreciation), if the impairment loss had not been recorded in previous years.
Evidence of the existence of impairment in the accounts receivable arises when:
Concerning inventories, any reductions to their net realisable value are calculated based on market values and various inventory rotation indicators.
For goodwill and financial investments, the recoverable amount is essentially determined based on the latest financial projections on these assets.
Assets that are realisable and liabilities that are payable more than one year after the reporting date are classified, respectively, as non-current assets and liabilities. Furthermore, due to their nature, deferred tax assets and liabilities and provisions are classified as non-current assets and liabilities (Note 13. Income Tax and Note 28. Provisions, respectively).
Contingent liabilities are not recognised in the consolidated financial statements, but are disclosed in the Notes, unless the possibility of an outflow of funds affecting future economic benefits is remote.
A contingent asset is not recognised in the financial statements, but it is disclosed in the Notes whenever it is likely that there will be a future economic benefit.
Events occurring after the reporting date that provide additional information on conditions which existed as at the reporting date (adjusting events) are reflected in the consolidated financial statements. Events after the reporting date that provide information on conditions which occur after the reporting date (non-adjusting events), if material, are disclosed in the Notes to the consolidated financial statements.
In preparing the consolidated financial statement, the Group's Board of Directors based its work on its best knowledge and experience of past and/or current events, considering certain assumptions relative to future events.
The most significant accounting estimates reflected in the consolidated financial statements for the years ended on December 31st , 2013 and 2012 include:
The estimates were determined based on the best information available as at the date of preparation of the consolidated financial statements. However, situations might occur in subsequent periods which, due to not being predictable at the moment, were not considered in these estimates. Any changes to these estimates which occur after the date of the consolidated financial statements will be corrected in profit or loss in a prospective manner, pursuant to IAS 8.
The consolidated cash flow statement is prepared in accordance with IAS 7, through the direct method. The Group classifies investments falling due in less than three months and for which the risk of alteration of value is insignificant, including blocked sums of term deposits of concessionaire companies assigned to debt service, as well as deposits given in guarantee under contractual clauses, under the heading Cash and cash equivalents.
The cash flow statement is classified into operating, financing and investment activities. Operating activities comprise receipts from customers, payments to suppliers, payments to staff and others related to operating activity. The cash flow involved in investment activities include, in particular, acquisitions and disposals of investments in subsidiaries and receipts and payments arising from the purchase and sale of fixed assets.
The cash flow related to financing activities include, namely, payments and receipts relative to loans received, finance lease contracts and payment of dividends.
In the Mota-Engil Group, the management of capital is carried out with the fundamental objective of ensuring the continuity of the Group's operations, seeking to maximise the creation of value for its shareholders, in particular, through the adoption of an efficient structure of employed capital through the optimisation, in the balance sheet, of the ratio between equity and borrowed funds.
Hence, the Group's capital structure consists of the equity attributable to shareholders, debt and the amounts available in cash and cash equivalents.
The equity attributable to the shareholders consists of the share capital of Mota-Engil SGPS, fully underwritten and paid-up, of the value of 204,635,695 euros, represented by 204,635,695 shares (ordinary) with the nominal value of one euro, listed for trading on Euronext Lisbon. It also includes all the capital reserves accumulated by the Group, namely those imposed by law, free reserves, asset revaluation reserves, currency conversion reserves and other reserves derived from the consolidations of the companies of Group. Lastly, the equity also includes net income of previous years that was not distributed to the shareholders.
The maturity structure of the debt is appropriate to the characteristics of the assets that it funds, favouring long term maturities to meet, above all, the permanent investments in the Group.
The origin of the capital requirements imposed externally on the Group may be legal, contractual or related to market access.
Capital requirements imposed contractually are particularly present in bank financing contracts. Thus, in the more relevant funding operations, covenants are sometimes defined, associated to the ratios between the Group's capital structure and its operating profitability. These contractual clauses are defined through negotiations with the funding entities and in the entire history of the Group there is no single incidence of breach of these contracts based on their non-compliance.
As at December 31st, 2013 there were financing operations with commitments of maintaining covenants related to levels of financial autonomy and debt ratios based on the Group's consolidated financial statements, whose conditions were negotiated in accordance with normal market practices. As at the reporting date none of these commitments have been breached, and the Board of Directors believes that the occurrence of such non-compliance is improbable.
A large part of the business developed by the Mota-Engil Group takes place in close connection with the public sector of the different countries in which it operates. Whether in the construction of public works, or in obtaining licenses for the construction, operation and maintenance of public infrastructures, the Group faces conditions of access to these markets
which are strongly regulated and supervised. Some of the conditions of access to these markets imply the proven capacity and financial robustness of the bidder, without which the bidder is simply excluded. The Mota-Engil Group is particularly concerned in complying with the requirements usually imposed through this route and, indeed, has effectively been capable of turning this aspect into one of its strengths when compared with its main competition, with this being a competitive advantage that it presents before rivals in tenders for major national and international projects.
The Group's management of the financial risks incurred is presented in point 5 of the management report, included in this Annual Report.
As at December 31st, 2013, the companies included in the consolidation and respective consolidation methods, head office, effective percentage holding, business, date of incorporation and date of acquisition of the financial holdings are presented in Appendix A.
The main alterations to the consolidation perimeter during 2012 are referred to in Note 35. Perimeter alterations
The breakdown of the sales and services rendered during the years ended on December 31st, 2013 and 2012 is as follows:
| 2013 | 2012 | |
|---|---|---|
| Sales of merchandise | 6,643 | 9,622 |
| Sales of products | 58,234 | 59,849 |
| Services rendered | 2,248,826 | 2,173,696 |
| 2,313,702 | 2,243,167 |
During 2013 and 2012 there was no significant discontinuation in the business activities of the Group. Sales and services rendered by business segment are as presented in Note 39.
The order book of the Group is as follows:
| 2013 | |
|---|---|
| Europe | 904,969 |
| Europe Engineering & Construction | 584,381 |
| Europe Environment & Services | 320,588 |
| Africa | 1,621,473 |
| Latin America | 1,343,483 |
| 3,869,924 |
For the years ended on December 31st, 2013 and 2012, the heading Other income, in the sums of 61,401 thousand euros and 82,992 thousand euros respectively, essentially include the values relative to the net change of production/inventories, debits arising from the consortium balances and the re-invoicing of costs to companies outside the Group.
The cost of merchandise and raw materials and consumables, and subcontracts for the years ended on 31st December 2013 and 2012 is broken down as follows:
| 2013 | Merchandise | Raw & Subsidiary materials & consumables |
Total |
|---|---|---|---|
| Opening stocks | 40,501 | 62,073 | 102,573 |
| Transfers | (743) | (2,287) | (3,030) |
| Regularization | 552 | (8,728) | (8,176) |
| Variation of perimeter | (6,141) | (1,644) | (7,785) |
| Purchases | 92,715 | 360,384 | 453,099 |
| Closing stocks (Note 22) | (38,735) | (75,673) | (114,408) |
| 88,148 | 334,125 | 422,273 | |
| Subcontracts | 641,472 | ||
| Cost of Goods Sold, Materials Consumed & Subcontracts | 1,063,745 |
| 2012 | Merchandise | Raw & Subsidiary materials & consumables |
Total |
|---|---|---|---|
| Opening Stocks | 38,624 | 53,199 | 91,823 |
| Transfers | 674 | (459) | 215 |
| Regularization | 61 | (363) | (302) |
| Variation of perimeter | 231 | (1,039) | (808) |
| Purchases | 33,149 | 480,427 | 513,575 |
| Closing stocks (Note 22) | (40,501) | (62,073) | (102,573) |
| 32,238 | 469,692 | 501,930 | |
| Subcontracts | 644,367 | ||
| Cost of Goods Sold, Materials Consumed & Subcontracts | 1,146,298 |
Third party supplies and services for the years ended on 31st December 2013 and 2012 are broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Leases & Rents | 233,914 | 212,784 |
| Specialised works | 65,324 | 53,254 |
| Transport, travel and board & lodging | 54,531 | 45,027 |
| Fuel | 37,622 | 39,206 |
| Maintenance & repairs | 28,285 | 38,644 |
| Insurance | 11,656 | 11,437 |
| Water & electricity | 8,405 | 8,529 |
| Vigilance & securtity | 7,699 | 8,575 |
| Communications | 7,313 | 6,155 |
| Comissions & fees | 6,510 | 4,082 |
| Utensils & office equipment | 5,904 | 6,371 |
| Advertising & publicity | 1,727 | 1,864 |
| Other supplies & services | 33,434 | 26,884 |
| 502,325 | 462,812 |
The heading "Leases and rents" essentially refers to lease payments for equipment, machines, vehicles and rents for premises, whose increase relative to 2012 mainly arises from the contribution shown by the increased business in Africa and Latin America.
The heading "Specialised work" essentially refers to technical support services, auditing and consultancy.
The main lease and rent contracts of the Group essentially refer to the lease of machines and equipment by construction
companies, as well as the rental of premises and the lease of vehicles and information technology equipment.
The heading "Leases and rents", as at 31st December 2013 includes the value of 120,793,000 related to operating lease payments, essentially relating to the lease of vehicles and computer equipment.
The income from operational leases due for which there is a viable contract as follows:
| Maturity | 2013 | 2012 |
|---|---|---|
| 1 year | 11,800 | 5,927 |
| Between 2 and 5 years | 7,879 | 7,592 |
| 19,679 | 13,518 |
The main operating lease contracts of the Group essentially refer to the lease of vehicles and equipment.
Staff costs for the years ended on 31st December 2013 and 2012 are broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Remuneration | 353,985 | 329,083 |
| Social security charges: | ||
| Pensions & other benefits granted | 209 | 87 |
| Other | 92,575 | 87,503 |
| 446,769 | 416,673 |
The liabilities related to Retirement and Pension Plans are detailed in Note 31.
The increase in personnel costs compared with 2012 results essentially from the increase in the regions of Africa and Latin America which more than compensated for the reduction in the European market. The personnel costs per business segment are as set out at Note 39.
As at 31st December 2013 and 2012, the heading "Other" essentially includes the costs paid in relation to Social Security and other similar contribution systems in each country, meals allowances and cash sickness benefits, occupational accident insurance and indemnities.
During 2013 and 2012, the final number of employees working for the Group is detailed as follows:
| 2013 | 2012 | |
|---|---|---|
| Management | 95 | 96 |
| Employees | 8,888 | 8,414 |
| Workers | 19,362 | 17,651 |
| 28,345 | 26,161 | |
| Europe | 7,550 | 9,395 |
| Africa | 14,359 | 9,709 |
| Latin America | 6,007 | 6,616 |
| Holding and others | 429 | 441 |
| 28,345 | 26,161 |
The increased number of personnel relative to 2012 essentially arises from the contribution shown by the by the increased business in Africa.
Other operating income and costs for the years ended on 31st December 2013 and 2012 are as follows:
| 2013 | 2012 | |
|---|---|---|
| Donations | (1,672) | (3,811) |
| Gains/(Losses) on the sale of fixed | 5,738 | 1,156 |
| Taxes | (15,987) | (13,814) |
| Operating Subsidies | 211 | 884 |
| Own work capitalised | 19,538 | 14,840 |
| Other income/(costs) | (7,254) | (12,177) |
| 574 | (12,922) |
The heading "Owen work capitalised" essentially includes the values related to the construction of real estate projects developed by the Group in the Czech Republic and Poland, works in Angola related to the completion of the rehabilitation of the head office and works in the central construction yard.
The heading "Gains / (losses) in the disposal of tangible assets" includes essentially values related with the sale of construction equipment in Portugal.
The amortisation and depreciation for the years ended on 31st December 2013 and 2012 are as follows:
| 2013 | 2012 |
|---|---|
| Amortization of intangible fixed assets for the year (Note 17): | |
| Development costs 110 |
116 |
| Software & other rights 1,333 |
1,713 |
| Concession Operation Licenses 6,488 |
6,009 |
| Other intangible fixed assets 20 |
318 |
| 7,951 | 8,155 |
| Amortization of tangible fixed asstes for the year (Note 18): | |
| Land & Buildings 8,366 |
7,754 |
| Equipment | |
| Europe Engineering & Construction 22,429 |
38,900 |
| Europe Environment & Services 11,308 |
12,198 |
| Africa 44,062 |
19,150 |
| Latin America 5,366 |
3,180 |
| Other & eliminations (45) |
(610) |
| Other tangible fixed assets 3,290 |
2,621 |
| 94,776 | 83,194 |
| 102,727 | 91,349 |
In the course of 2013 the Company completed the reorganisation process for the African segment which is the reason that the heading "Amortizations for the period in tangible assets" in this region underwent a significant increase in comparison with 2012 due to the compensation of a significant reduction in Europe Engineering and Construction. In addition to this fact, there was an increase in business in Africa and a reduction in business in Europe Engineering and Construction which helps to explain the changes in this heading in the two regions.
Provisions and as impairment losses for the years ended on 31st December 2013 and 2012 are as follows:
| 2013 | 2012 | |
|---|---|---|
| Provisions (Note 28. Provisions) | ||
| Europe Engineering & Construction | 12,637 | 10,084 |
| Europe Environment & Services | 425 | 2,988 |
| Africa | 341 | 507 |
| Latin America | 5,300 | 1,370 |
| Other & eliminations | 125 | - |
| 18,828 | 14,949 | |
| Adjustments & Impairment Losses: | ||
| To/In inventories (Note 22. Inventories) | ||
| Africa | 3,157 | 9 |
| 3,157 | 9 | |
| Goodwill (Note 16. Goodwill) | ||
| Europe Engineering & Construction | - | 2,552 |
| Europe Environment & Services | 1,197 | 971 |
| 1,197 | 3,523 | |
| Tangible fixed assets | ||
| Europe Engineering & Construction | - | 479 |
| - | 479 | |
| 4,354 | 4,011 | |
| Customers & other debtors (Note 23. Other Assets) | ||
| Europe Engineering & Construction | 5,368 | 3,483 |
| Europe Environment & Services | 1,113 | 3,884 |
| Africa | 517 | 4,617 |
| Other & eliminations | 90 | - |
| 7,087 | 11,984 | |
| Reversal of provisions and impairment losses (Notes 22, 23 and 28) | ||
| Europe Engineering & Construction | (8,008) | (2,568) |
| Europe Environment & Services | (1,177) | (1,334) |
| Africa | (2,242) | (2,115) |
| Latin America | (1,608) | - |
| (13,034) | (6,018) | |
| Total of provisions and impairment losses | 17,236 | 24,926 |
The increase in the heading "Provisions" in Latin America was due to the need to make provisions in this region to prepare for various contingencies. The increase in the heading ´Provisions` in Europe Engineering and Construction is due essentially to the recognition of the estimated costs for ongoing closure operations and fiscal contingencies.
The increase in the heading of losses due to impairment "In customers and other debtors" in the area of Europe Engineering and Construction is essentially due to the strengthening of impairments to meet the risk of unrecoverability of certain sums receivable. The heading "Reversal of provisions and impairment losses" in the Europe Engineering and Construction region includes an identical amount relating to the reversal of impairments to meet the reduction in the risk of unrecoverability for other balances receivable.
The financial results for the years ended on 31st December 2013 and 2012 are broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Financial income & gains | ||
| Loans and accounts receivable: | ||
| Interest income | 24,278 | 22,540 |
| Payments discounts received | 803 | 1,081 |
| Exchange gains | 128,891 | 102,572 |
| Gains on sales of financial investments | 12,887 | 3,168 |
| Other financial assets & liabilities: | ||
| Income from real estate properties (Note 21) | 649 | 3,976 |
| Gains arising from business combinations | 5,855 | - |
| Other financial income & gains | 2,943 | 3,381 |
| 176,306 | 136,718 | |
| Financial costs and losses | ||
| Loans and Accounts Payable: | ||
| Interest losses | 104,251 | 86,618 |
| Payments discount received | 1,384 | 1,299 |
| Exchange losses | 126,667 | 97,183 |
| Impairment losses in financial investments | 8,761 | - |
| Other financial Assets & Liabilities: | ||
| Fair value losses - Financial Instruments | 2,235 | - |
| Other financial costs & losses | 39,250 | 34,101 |
| 282,548 | 219,201 | |
| (106,243) | (82,483) |
As at 31st December 2013, the heading "Value added in the disposal of financial holdings" essentially refers to gains obtained in the disposal of holdings in the following companies: Vortal, Cimertex & Companhia, Cimertex África, EMSA, BERD, Probigalp and Auto-Sueco. In the case of Auto-Sueco Angola, the GROUP did not dispose of the whole of its holding retaining a holding and capital of 5.13% (Note 20).
As at 31st December 2012, the heading "Gains on sales of financial investments" essentially refers to the gain achieved in the disposal of Geovision, which also includes the values arising from the reclassification of losses previously recognised under other comprehensive income, relative to the fair value of derivative financial instruments, following the disposal of Geovision.
As at 31st December 2013 and 2012, the heading "Income from real estate properties" basically includes the rent of real estate properties located in Portugal, where the variation in comparison with 2012 is explained by the disposal of the Báltico building (Planinova) (Note 21).
As at 31st December 2013, the heading "Gains in Company concentrations" covers the gains generated through taking control of SOLTYSOWSKA and of VISTA WATER, resulting from the revaluation of the fair price of the financial interests previously held in the same (section i) of Note 1.3 Principal valuation criteria.
As at 31st December 2013, the heading "Losses in the disposal of financial holdings" essentially concerns the loss recorded in the disposal of Planinova and Cimertex Angola.
As at 31st December 2013, the heading "Other losses – Financial investments" refers to the loss from the sale of a promissory note from the Government of Malawi.
The heading "Other financial costs and losses" essentially includes costs related to bank guarantees, the organisation of loans and various commissions and costs debited by financial institutions.
As at 31st December 2013 and 2012, the heading "Interest paid" is broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Non-convertible bond loans | 19,543 | 5,332 |
| Amounts owe to credit institutions: | ||
| Bank loans | 19,766 | 16,659 |
| Overdraft facilities | 9,709 | 13,926 |
| Guaranteed accounts | 29,931 | 19,445 |
| Other loans obtained: | ||
| Commercial paper issues | 8,621 | 9,726 |
| Other | 1,562 | 361 |
| 89,133 | 65,449 | |
| Other interest expense (factoring , leasing and others) | 15,118 | 21,169 |
| 104,251 | 86,618 |
As at 31st December 2013 and 2012, capitalised financial costs are broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Fixed Assets | 573 | 2,106 |
| Inventories | 1,746 | 3,623 |
| 2,319 | 5,729 |
As at 31st December 2013 and 2012, for the effect of capitalisation of financial costs at the acquisition cost of the assets under construction referred to above, an average rate of 6.15% and 8.4% was used, respectively.
As at 31st December 2013 and 2012, the Group's sensitivity to alterations in the reference interest rate is broken down as follows:
| Estimated Impact | ||
|---|---|---|
| 2013 | 2012 | |
| Variation of financial profit & loss on a 1 b.p. alteration of the interest rate applied to the entire debt (excluding leasing and factoring) | 9,716 | 8,505 |
| Fixed-rate hedging | (2,173) | (30) |
| Interest-rate derivates instruments hedging | (600) | (600) |
| Sensivity of financial profit and loss to interes-rate variations: | 6,943 | 7,875 |
| 2013 | 2012 | |||
|---|---|---|---|---|
| Currency of register | Assets | Liabilities | Assets | Liabilities |
| Euro (EUR) | 2,020,749 | 1,967,039 | 1,909,506 | 1,949,911 |
| Czech Crown (CZK) | 10,947 | 13,619 | 15,862 | 16,921 |
| Algerian Dinar (DZD) | 2,209 | 270 | 2,374 | 345 |
| S. Tomé and Príncipe Dobra (STD) | 1,716 | 748 | 1,409 | 484 |
| US Dollar (USD) | 1,002,728 | 740,617 | 1,024,571 | 642,661 |
| Cape Verde Escudo (CVE) | 12,791 | 9,123 | 14,844 | 8,649 |
| Hungarian Forint (HUF) | 33,489 | 6,060 | 28,431 | 6,849 |
| Angola Kwanza (AOK) | 44,119 | 29,681 | 46,791 | 27,027 |
| Mozambique Metical (MZM) | 185,487 | 164,808 | 118,837 | 110,628 |
| Romanian New Leu (RON) | - | 345 | - | 620 |
| Mexican Peso (MXN) | 93,991 | 37,295 | 49,477 | 8,586 |
| South Africa Rand (ZAR) | 14,097 | 13,614 | 633 | 388 |
| Brazilian Real (BRL) | 73,238 | 29,418 | 41,955 | 2,272 |
| Polish Zloty (PLN) | 182,686 | 137,017 | 256,337 | 208,941 |
| Colombian Peso (COP) | 7,376 | 6,176 | 708 | 61 |
| Peruvian Novo Sol (PEN) | 70,206 | 55,168 | 82,095 | 169,352 |
| Malawian Kwacha (MWK) | 17,602 | 3,206 | 4,917 | 9,072 |
| 3,773,429 | 3,214,203 | 3,598,749 | 3,162,768 |
As at 31st December 2013 and 2012, the Group's sensitivity to exchange rate variations of the United States Dollar (USD) and Polish New Zloty (PLN) is broken down as follows:
| 2013 | Net Result | Equity |
|---|---|---|
| Estimated impact of the appreciation in 1% | ||
| of US Dollar (USD) to Euro (EUR) | 1,085 | 1,236 |
| of Polish Zloty (PLN) to Euro (EUR) | (45) | 516 |
| 2012 | Net Result | Equity |
| Estimated impact of the appreciation in 1% | ||
| of US Dollar (USD) to Euro (EUR) | 781 | 2,409 |
of Polish Zloty (PLN) to Euro (EUR) (80) 488
Gains in associates and joint ventures for the year ended on 31st December 2013 and 2012 are broken down as follows:
| Gains in associates and jointly controlled companies | 2013 | 2012 |
|---|---|---|
| Auto Sueco Angola | - | 2,361 |
| Cimertex & Companhia | - | 3,775 |
| Cimertex Angola | - | 3,077 |
| Ascendi Group | 19,835 | 25,023 |
| Indaqua Group | - | 15,679 |
| Obol Invest Group | 44 | 141 |
| SLPP Group | 71 | - |
| SUMA Group Subsidiaries | 342 | 293 |
| HL - Sociedade Gestora do Edifício | 953 | 900 |
| TPE Paita | 2,074 | 3,119 |
| Other | 1,494 | 683 |
| 24,813 | 55,051 |
As at 31st December 2012, the value for the Indaqua Group includes approximately 15,400 thousand euros relative to the recognition of a gain in the revaluation of the investment held in Indaqua, measured at its fair value, following the sale of a minority position and consequent loss of the Group's control in the business group.
During 2012, and following the loss of the Group's control, the company Terminais Portuários Euroandinos was no longer consolidated through the full method and began to be considered an associate, thus being recorded through the equity method. Tits book value does not differ significantly from its fair value.
Losses in associates and joint ventures for the year ended on 31st December 2013 and 2012 are broken down as follows:
| Losses in associates and jointly controlled companies | 2013 | 2012 |
|---|---|---|
| Indaqua Group | 98 | - |
| Martifer Group (1) | 25,075 | 20,945 |
| SLPP Group | - | 1,368 |
| Other | 1,092 | 10,393 |
| 26,264 | 32,706 | |
| Gains/(Losses) in associates and jointly controlled companies | (1,451) | 22,346 |
(1) Values extracted on the basis of provisional financial information and management estimates.
The detail and movement of deferred tax assets and liabilities, as at 31st December 2013 and 2012, in accordance with the temporary differences that gave rise to them, are as follows:
| Deferred Tax Assets 2013 | 2012 | Variation of Perimeter |
Effect in results | Effect in reserves | 2013 |
|---|---|---|---|---|---|
| Provisions not accepted for tax | 22,657 | - | 2,789 | 9 | 25,455 |
| Accrued costs not accepted for tax | 3,527 | - | 241 | - | 3,768 |
| Tax losses | 14,200 | (98) | (1,550) | 619 | 13,171 |
| Reduction of depreciation not accepted for tax purposes | 2,250 | - | 681 | - | 2,932 |
| Fair value of derivates (Note 26) | 397 | - | (222) | - | 175 |
| Other | 7,313 | 248 | (83) | (821) | 6,657 |
| 50,345 | 150 | 1,856 | (193) | 52,158 |
| Deferred Tax Assets 2012 | 2011 | Variation of Perimeter |
Effect in results | Effect in reserves | 2012 |
|---|---|---|---|---|---|
| Provisions not accepted for tax | 18,885 | - | 2,550 | 1,222 | 22,657 |
| Accrued costs not accepted for tax | 3,272 | - | 255 | - | 3,527 |
| Tax losses | 15,004 | (463) | (341) | - | 14,200 |
| Reduction of depreciation not accepted for tax purposes | 1,636 | (88) | 702 | - | 2,250 |
| Fair value of derivates (Note 26) | 5,859 | (4,333) | - | (1,129) | 397 |
| Other | 5,976 | 1,667 | (330) | (0) | 7,313 |
| 50,632 | (3,217) | 2,837 | 93 | 50,345 |
| Deferred Tax Liabilities 2013 | 2012 | Variation of Perimeter |
Effect in results | Effect in reserves | 2013 |
|---|---|---|---|---|---|
| Revaluation of fixed assets | 9,867 | - | (704) | - | 9,163 |
| Deferred capital gains tax | 669 | - | (16) | - | 653 |
| Depreciation not accepted for tax | 4,656 | - | 1,401 | - | 6,057 |
| Fair value on incorporated joint ventures | 7,711 | - | (423) | 763 | 8,051 |
| Untaxed accrued income | 1,842 | - | 1,132 | - | 2,975 |
| Other | 6,868 | (52) | (4,776) | 2,540 | 4,580 |
| 31,614 | (52) | (3,386) | 3,303 | 31,478 |
| Deferred Tax Liabilities 2012 | 2011 | Variation of Perimeter |
Effect in results | Effect in reserves | 2012 |
|---|---|---|---|---|---|
| Revaluation of fixed assets | 8,924 | - | (136) | 1,079 | 9,867 |
| Deferred capital gains tax | 673 | - | (4) | - | 669 |
| Depreciation not accepted for tax | 3,406 | - | 1,251 | - | 4,656 |
| Fair value on incorporated joint ventures | 8,134 | - | (423) | - | 7,711 |
| Untaxed accrued income | 2,286 | - | (444) | - | 1,842 |
| Other | 6,880 | (2,769) | 682 | 2,075 | 6,868 |
| 30,303 | (2,769) | 926 | 3,154 | 31,614 |
As at 31st December 2013 and 2012, the effect on the profit and loss account by the recording of assets and liabilities for deferred tax was positive at 5,243 million euros and 1,911 million euros with a negative impact on equity of 3,496 million euros respectively.
As at 31st December 2013 and 2012, according to the tax returns of the companies which recorded deferred tax assets for tax losses, using for this effect the exchange rates on that date, the following deferred tax assets were carried forward:
| 2013 | Tax Losses | Deferred Tax Losses |
|---|---|---|
| Year booked: | ||
| Up to & including 2009 | 45,204 | 9,199 |
| 2010 | 4,853 | 1,414 |
| 2011 | 711 | 279 |
| 2012 | 9,892 | 1,998 |
| 2013 | 1,791 | 282 |
| 62,451 | 13,171 | |
| 2013 | Tax Losses | Deferred Tax Losses |
| Time limit: | ||
| 2014 | 6,009 | 1,455 |
| 2015 | 2,064 | 577 |
| 2016 | 285 | 63 |
| 2017 | 9,264 | 1,830 |
| after 2017 | 44,829 | 9,246 |
| 62,451 | 13,171 |
| 2012 | Tax Losses | Deferred Tax Losses |
|---|---|---|
| Year booked: | ||
| Up to & including 2008 | 38,377 | 6,843 |
| 2009 | 10,897 | 2,931 |
| 2010 | 5,215 | 1,550 |
| 2011 | 1,700 | 435 |
| 2012 | 11,279 | 2,441 |
| 67,468 | 14,200 | |
| 2012 | Tax Losses | Deferred Tax Losses |
| Time limit: | ||
| 2013 | 3,502 | 851 |
| 2014 | 6,411 | 1,594 |
| 2015 | 3,799 | 1,038 |
| 2016 | 1,017 | 294 |
| after 2017 | 52,739 | 10,424 |
As at 31st December 2013, an assessment was made of the deferred tax assets to be recognised arising from tax losses. For situations where this generated deferred tax assets, they were only recorded when it was considered likely that there would be taxable profits in the future and that they could be used to recover the deductible tax losses or taxable differences. This assessment was based on the business plans of the companies of the Group, which are periodically reviewed and updated, and on the available and identified tax planning opportunities.
67,468 14,200
As at 31st December 2013 and 2012, the tax losses carried forward reached 47,038 thousand euros and 71,469 thousand euros, respectively, whose deferred tax assets are not recorded, for motives of prudence.
| 2013 | Tax Losses | Deferred Tax Losses |
|---|---|---|
| Year booked: | ||
| Up to & including 2009 | 24,304 | 4,950 |
| 2010 | 7,091 | 1,176 |
| 2011 | 8,099 | 1,605 |
| 2012 | 4,091 | 716 |
| 2013 | 3,454 | 733 |
| 47,038 | 9,179 | |
| 2013 | Tax Losses | Deferred Tax Losses |
| Time limit: | ||
| 2014 | 13,348 | 3,149 |
| 2015 | 15,419 | 3,681 |
| 2016 | 2,452 | 570 |
| 2017 | 2,722 | 588 |
| after 2017 | 13,098 | 1,190 |
| 47,038 | 9,179 |
| 2012 | Tax Losses | Deferred Tax Losses |
|---|---|---|
| Year booked: | ||
| Up to & including 2008 | 30,316 | 7,936 |
| 2009 | 16,037 | 3,163 |
| 2010 | 7,293 | 1,089 |
| 2011 | 9,313 | 1,860 |
| 2012 | 8,510 | 1,380 |
| 71,469 | 15,430 | |
| 2012 | Tax Losses | Deferred Tax Losses |
| Time limit: | ||
| 2013 | 20,643 | 5,024 |
| 2014 | 10,606 | 2,623 |
| 2015 | 15,060 | 3,625 |
| 2016 | 3,647 | 850 |
| 2013 | 2012 | |
|---|---|---|
| Current tax | 51,956 | 38,948 |
| Deferred tax | (5,243) | (1,911) |
| 46,714 | 37,037 |
after 2017 21,514 3,307
71,469 15,430
During the years ended on 31st December 2013 and 2012, the reconciliation of the tax for the year and current tax is broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Current tax | 51,956 | 38,948 |
| Deferred tax | ||
| Net reversion of taxes brought forward | 1,550 | 341 |
| Deferred taxes related to amortising the fixed-asset revaluation reserves | (523) | (390) |
| Reversion of deferred taxes generated by temporary differences | (1,048) | (1,904) |
| Deferred taxes in respect of changes to the tax rates or of the introduction or abolition of taxes | 1,019 | 12 |
| Other differences not previously recognised as deferred taxes | (6,240) | 30 |
| (5,243) | (1,911) | |
| Tax of the year | 46,714 | 37,037 |
| Real tax rate | 34.6% | 33.4% |
Mota-Engil SGPS is covered, since January 2010, by the Special Tax Regime for Groups of Companies (RETGS), therefore current tax is calculated based on the taxable profit or loss of the companies included in the consolidation and on the special regime referred to above, pursuant to its rules.
The RETGS covers all the subsidiaries whose share capital is at least 90% held, directly or indirectly, and which are resident in Portugal and subject to Corporate Income Tax.
For companies not covered by the special tax regime, current tax is calculated based on the respective taxable profit or loss, pursuant to the tax rules in force at the location of head office of each company.
As of 1st January 2007, the municipalities began to be entitled to deliberate an annual surcharge up to the maximum limit of 1.5% of taxable profit subject to and not exempt from Corporate Income Tax. In the course of the period ending at the 31st of December 2013, MOTA-ENGIL and its subsidiaries paid corporation tax at the rate of 25% plus the surcharge of 1.5% on taxable income thus reaching an aggregate rate close to 26.5%.
The State Budget law for 2013 introduced the following alterations:
For the tax periods which begin after the 1st of January 2013, the part of taxable profit above EUR 1,500,000 subject to and not exempt from Corporate Income Tax calculated for taxable persons resident on Portuguese territory which exercise, as the core business, an activity of commercial, industrial or agricultural nature, and for non-residents with stable establishments on Portuguese territory, is subject to the additional rates presented in the following table:
The amount of the part of taxable profit in excess of EUR 1,500,000, when above EUR 7,500,000, is divided into two parts: one, equal to EUR 6,000,000, which is subject to the rate of 3%; the other, equal to the taxable profit in excess of EUR 7,500,000, subject to the rate of 5%.
When the special tax regime for groups of companies is applicable, the rates referred to in number 1 are incident on the taxable profit calculated in the individual periodic tax return of each company group, including that of the dominant company.
The State Budget law for 2014 introduced the following alterations:
Corporation Tax changed to 23% and added a surcharge which raised the rate by 7% on that part of the taxable income of companies greater than 35,000,000 euros. The GROUP applied the correction for assets and liabilities for deferred taxes recorded when applicable.
As at 31st December 2013 and 2012, the reconciliation between the nominal and effective income tax rates is presented as follows:
| 2013 | Rate | Tax basis | Tax |
|---|---|---|---|
| Nominal rate & tax on income | 31.5% | 135,182 | 42,582 |
| Results of associates using the equity method | 0.3% | 1,451 | 457 |
| Difference between tax and book gains and losses | 1.2% | 5,111 | 1,610 |
| Tax losses of the year for which no deferred tax assets were recognised | 4.4% | 18,804 | 5,923 |
| Reversal of losses carried forward | 1.1% | 4,921 | 1,550 |
| Differentiated tax rates | -6.5% | (28,028) | (8,829) |
| Autonomous taxation | 2.1% | 9,135 | 2,877 |
| Other adjustments | 0.4% | 1,721 | 542 |
| Effective rate & tax on income | 34.6% | 46,714 |
| 2012 | Rate | Tax basis | Tax |
|---|---|---|---|
| Nominal rate & tax on income | 28.50% | 111,044 | 31,647 |
| Results of associates using the equity method | -5.7% | (22,346) | (6,369) |
| Difference between tax and book gains and losses | -1.3% | (4,958) | (1,413) |
| Tax losses of the year for which no deferred tax assets were recognised | 2.2% | 8,588 | 2,448 |
| Reversal of losses carried forward | 1.3% | 5,175 | 1,475 |
| Differentiated tax rates | -12.1% | (47,244) | (13,465) |
| Gains on derivated instruments | 0.0% | 20 | 6 |
| Autonomous taxation | 2.8% | 10,901 | 3,107 |
| Other costs (other than provisions), non fiscal & non revertible | 17.0% | 66,044 | 18,822 |
| Other adjustments | 0.7% | 2,731 | 778 |
| Effective rate & tax on income | 33.4% | 37,037 |
The value recorded under the heading "Differential tax rates" is justified in essence by the fact that MOTA-ENGIL ANGOLA benefits from an exemption from tax (exemption for a period of 8 years beginning in the fiscal year 2011 and ending in 2018).
Pursuant to the national legislation in force, tax returns are subject to review and correction by the tax authorities during a period of four years (five years for Social Security), unless tax losses have occurred, tax benefits have been granted or inspections, claims or objections are underway, in which case, depending on the circumstances, these periods are extended or suspended. Therefore, the tax returns for 2010 to 2013 may still be subject to review. The Group's Board of Directors is of the opinion that any corrections, arising from different interpretations of the legislation in force, by the tax authorities, will not have a significant effect on the consolidated financial statements attached herewith.
No provision has been created to cover any risks related to the events/disputes for which there are proceedings underway and/or guarantees have been provided, since the Board of Directors believes that the settlement of the said events/disputes will not give rise to any liabilities for the Group.
As corroborated by our lawyers and tax consultants. There are no material assets or liabilities associated to probable or possible tax contingencies which should be disclosed in the Notes to the consolidated financial statements as at 31st December 2013.
The Individual Management Report presents the following proposal: the Board of Directors of Mota-Engil, SGPS, SA proposes to the Annual General Meeting, the following appropriation of the Net Income for the Year, of the value of EUR 47,939,092 and 99 cents, which already includes the amounts of EUR 700,000 and EUR 300,000 allocated to the distribution of profits, respectively, to the Board of Directors, under the terms of number 3 of article 27 of the Memorandum and Articles of Association, and to the remaining workers:
On 24th May 2013, payment was commenced of the dividend of EUR 0.11 per share relative to the fiscal year of 2012, with a total of EUR 22,509,926 and EUR 45 cents having been paid.
At the Annual General Meeting held on the 27th of December 2013 the award to shareholders was approved of 20% of the share capital in Mota-Engil Africa held by the company subject to the following conditions:
The Company has only issued ordinary shares, hence there are no special rights to dividends or voting.
There is no situation in the Group which might lead to a reduction of earnings per share as a result of options, warrants, convertible bonds or other rights associated to ordinary shares.
Therefore, there is no dissimilarity between the calculation of basic earnings per share and the calculation of diluted earnings per share.
No ordinary shares were issued during 2013 and 2012. The average number of ordinary shares during these years was affected by the net changes which occurred in the number of treasury shares, which are presented in detail in Note 24. Share capital and reserves.
For the fiscal years of 2013 and 2012, the calculation of the earnings per share may be demonstrated as follows:
| 2013 | 2012 | ||
|---|---|---|---|
| Consolidated net profit/(loss) attributable to the Group | (I) | 50,505 | 40,746 |
| Total number of ordinary shares | (II) | 204,635,695 | 204,635,695 |
| Number of own shares at the year-end | (III) | 11,101,379 | 11,101,379 |
| Weighted average number of own shares | (IV) | 11,101,379 | 11,101,379 |
| Number of shares outstanding | (II - IV) | 193,534,316 | 193,534,316 |
| Earnings per share: | |||
| basic | (I) / (II - IV) | 0.26 £ | 0.21 £ |
| diluted | (I) / (II - IV) | 0.26 £ | 0.21 £ |
The information on goodwill, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| 2013 | 2012 | |||||
|---|---|---|---|---|---|---|
| Gross Goodwill |
Impairments of the year (Note 10) |
Alterations to the consolidation perimeter |
Accumulated impairments |
Net Goodwill |
Net Goodwill |
|
| Europe Engeneering & Construction | ||||||
| Cecot | 1,440 | - | (1,440) | - | - | 1,440 |
| Eltor | 2,792 | - | - | - | 2,792 | 2,847 |
| Grossiman | 1,989 | - | - | (1,989) | - | - |
| Mota-Engil Central Europe Poland | 6,954 | - | - | (929) | 6,025 | 6,144 |
| Mota-Engil Central Europe Czech Rep. | 1,142 | - | - | - | 1,142 | 1,171 |
| Mota-Engil Engenharia | 2,973 | - | - | (2,973) | - | - |
| Other | 2,041 | - | (10) | (41) | 1,989 | 2,003 |
| 19,330 | - | (1,450) | (5,932) | 11,948 | 13,605 | |
| Europe Environment & Services | ||||||
| Suma Group | 14,338 | (1,197) | - | (3,032) | 10,109 | 10,905 |
| Tertir Group | 100,856 | - | - | - | 100,856 | 100,681 |
| Other | 1,208 | - | - | (75) | 1,134 | 1,708 |
| 116,402 | (1,197) | - | (3,107) | 112,098 | 113,295 | |
| Africa | ||||||
| Cecot | - | - | 1,440 | - | 1,440 | - |
| Mota-Engil S.Tomé | 132 | - | 10 | - | 143 | 132 |
| Vista Water | 1,841 | - | - | - | 1,841 | - |
| 1,974 | - | 1,450 | - | 3,424 | 132 | |
| Latin America | ||||||
| Empresa Construtora Brasil | 6,141 | - | - | - | 6,141 | - |
| 6,141 | - | - | - | 6,141 | - | |
| 143,847 | (1,197) | - | (9,039) | 133,611 | 127,032 |
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Gross Goodwill |
Impairments of the year (Note 10) |
Alterations to the consolidation perimeter |
Accumulated impairments |
Net Goodwill |
Net Goodwill |
|
| Europe Engeneering & Construction | ||||||
| Cecot | 1,440 | - | - | - | 1,440 | 1,440 |
| Eltor | 2,847 | - | - | - | 2,847 | 2,602 |
| Grossiman | 1,989 | - | - | (1,989) | - | - |
| Mota-Engil Central Europe Poland | 7,072 | - | - | (929) | 6,144 | 5,614 |
| Mota-Engil Central Europe Czech Rep. | 1,171 | - | - | - | 1,171 | 1,162 |
| Mota-Engil Engenharia | 2,973 | (2,552) | - | (421) | - | 2,552 |
| Other | 2,045 | - | - | (41) | 2,003 | 1,986 |
| 19,537 | (2,552) | - | (3,381) | 13,605 | 15,356 | |
| Europe Environment & Services | ||||||
| Suma Group Tertir Group |
13,937 100,681 |
(971) - |
- - |
(2,061) - |
10,905 100,681 |
11,877 100,681 |
| Indaqua Group | - | - | - | - | - | 5,618 |
| Other | 1,783 | - | - | (75) | 1,708 | 1,708 |
| 116,402 | (971) | - | (2,135) | 113,295 | 119,885 | |
| Africa | ||||||
| Mota-Engil S. Tomé | 132 | - | - | - | 132 | 132 |
| 132 | - | - | - | 132 | 132 | |
| 136,071 | (3,523) | - | (5,516) | 127,032 | 135,373 |
| % of acquisition | 2013 | 2012 | |
|---|---|---|---|
| Goodwill at the beginning of the year | 127,032 | 135,373 | |
| Increase of goodwill | |||
| Empresa Construtora Brasil | 50% | 6,141 | - |
| Vista Water | 7% | 1,841 | - |
| 7,982 | - | ||
| Impairment losses (Note 10.) | |||
| Suma Group | (1,197) | (971) | |
| Mota-Engil Engenharia | - | (2,552) | |
| (1,197) | (3,523) | ||
| Alterations of goodwill for perimeter | |||
| Indaqua Group | - | (5,618) | |
| - | (5,618) | ||
| Alteration to goodwill for currency | |||
| Eltor | (55) | 245 | |
| Ekosrodowisko | (4) | 18 | |
| Mota-Engil Central Europe Poland | (119) | 529 | |
| Mota-Engil Central Europe Czech Rep. | (29) | 9 | |
| (207) | 801 | ||
| Goodwill at the end of the year | 133,611 | 127,032 |
| % of acquisition | 2012 | 2011 | |
|---|---|---|---|
| Goodwill at the beginning of the year | 135,373 | 135,310 | |
| Increase of goodwill | |||
| Cecot | 100% | - | 1,440 |
| Eltor | 100% | - | 2,602 |
| - | 4,042 | ||
| Impairment losses (Note 10.) | |||
| Suma Group | (971) | (1,476) | |
| Mota-Engil Engenharia | (2,552) | - | |
| (3,523) | (1,476) | ||
| Transfers (allocation of acquisition difference) | |||
| Transpolixos (lands) | - | (752) | |
| Fatra (lands) | - | (1,036) | |
| - | (1,788) | ||
| Alterations of goodwill for perimeter variations | |||
| Indaqua Group | (5,618) | - | |
| (5,618) | - | ||
| Alterations of goodwill for currency updates | |||
| Eltor | 245 | - | |
| Ekosrodowisko | 18 | (23) | |
| Mota-Engil Central Europe Poland | 529 | (682) | |
| Mota-Engil Central Europe Czech Rep. | 9 | (10) | |
| 801 | (715) | ||
| Goodwill at the end of the year | 127,032 | 135,373 |
The acquisitions referred to above during 2013 and 2012 were recorded through the purchase method and their acquisition was paid for in cash. As a result of these acquisitions, the Group did not dispose of any of the operations developed by the acquired companies.
The Mota-Engil Group performs annual impairment test on goodwill, as defined in subparagraph i) of the Main valuation criteria in Note 1. Accounting Policies. As at 31st December 2013 and 2012, the methods and assumptions used in the appraisal of the existence, or not, of impairment for the main values of goodwill recorded in the financial statements attached herewith were as follows:
| 2013 | |||
|---|---|---|---|
| Assumptions | Mota-Engil Central Europe Poland |
Suma Group | Tertir Group |
| Method used | Value in use | Value in use | Value in use |
| Basis used | Forecasts | Forecasts | Business Plans |
| Period used | 3 years | 5 years | Useful life |
| Growth rate of cash-flows | |||
| Year n+1 | -14% | 3% | n.a. |
| Year n+3 | 5% | 3% | n.a. |
| Growth rate of cash-flows in perpetuity | 3% | 2% | n.a. |
| Discount rate used | 9.10% | 5.68% | 5,3% - 7,9% |
| 2012 | |||
|---|---|---|---|
| Assumptions | Mota-Engil Central Europe Poland |
Suma Group | Tertir Group |
| Method used | Value in use | Value in use | Value in use |
| Basis used | Forecasts | Forecasts | Business Plans |
| Period used | 5 years | 5 years | Useful life |
| Growth rate of cash-flows | |||
| Year n+1 | -29% | 8% | n.a. |
| Year n+3 | 5% | 2% | n.a. |
| Growth rate of cash-flows in perpetuity | 3% | 3% | n.a. |
| Discount rate used | 10.66% | 7.65% | 7.40% |
During the year ended on 31st December 2010, the Group started to record the acquisition differences in accordance with the alterations introduced by the new IFRS 3.
The value in use corresponds to the estimated present value of future cash flow, calculated based on budgets and business plans duly approved by the Group's Board of Director, which, with the exception of those relative to concession projects, cover, on average, a period of five years. Cash flow projections beyond five years were extrapolated by applying a fixed growth rate in perpetuity, which does not exceed the average rate of future growth of revenue of the sector in which the company operates.
Differences between the acquisition price of the financial investments in Group companies (subsidiaries), increased by the value of non-controlling interests, and the amount attributed to the fair value of the identifiable assets and liabilities of these companies as at the date of their acquisition, when positive are recorded under the heading "Goodwill" and, when negatives, after a revaluation of their measurement, are recorded directly in the income statement.
During 2013 and as a result of the process for the allotment of the purchase Price at the fair value of the assets and liabilities acquired, the sums for "Goodwill" of 6,141 million euros and 1,841 million euros were recorded relating to EMPRESA CONSTRUTORA BRASIL and VISTA WATER, respectively. On the 31st of December 2012 the investment in EMPRESA CONSTRUTORA BRASIL was recorded under the heading "Financial investments available for sale" in the sum of 19,462 million euros (Note 20).
The main assumptions used in the calculation of the value in use included in particular: (i) the subsidiary's market share; (ii) growth prospects of the market in which the subsidiary operates; (iii) regulatory alterations which might influence the subsidiary's business in the future; (iv) the necessary level of investment, etc. These assumptions were quantified based on historical data, as well as on the experience of the Group's Board of Directors. However, these assumptions might be affected by phenomena of political, economic or legal nature which are unpredictable at this moment in time.
Acquisitions of interests in entities which are already controlled and sales of interests in entities, which do not lead to a loss of control, are treated as transactions between shareholders affecting only the equity headings, with there being no impact
on the heading "Goodwill" or on net income.
The acquisitions of financial holdings which occurred during 2013, consolidated through the full method, did not have any material impact on the Group's assets, liabilities, costs and income, hence they were not disclosed.
The Mota-Engil Group did not acquire any financial holding of material significance between 31st December 2013 and the date of approval of these financial statements.
The information on the net values of intangible assets by segment, for the fiscal years of 2013 and 2012 is broken down as follows:
| Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Other & eliminations & intragroup |
Mota-Engil Group | |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Development costs | 6 | 303 | 98 | 6 | 13 | 425 |
| Software & other rights | 20,468 | 788 | 1,355 | 1,949 | (19,438) | 5,121 |
| Concession operation licenses | 5,363 | 97,883 | - | 4,360 | (0) | 107,606 |
| Fixed assets in progress | - | 18,428 | 1,219 | 69 | 87 | 19,803 |
| Other intangible fixed assets | - | 8 | 201 | - | - | 209 |
| 25,837 | 117,408 | 2,873 | 6,384 | (19,338) | 133,164 | |
| 2012 | ||||||
| Development costs | 7 | 344 | 123 | 7 | 13 | 495 |
| Software & other rights | 20,455 | 959 | 1,645 | 1,979 | (18,840) | 6,198 |
| Concession operation licenses | - | 107,266 | - | - | - | 107,266 |
| Fixed assets in progress | 15 | 10,617 | 101 | - | - | 10,734 |
| Other intangible fixed assets | - | 127 | 229 | - | - | 357 |
| 20,478 | 119,313 | 2,099 | 1,986 | (18,826) | 125,050 |
The information on the gross values of intangible assets for the years ended on 31st December 2013 and 2012 is broken down as follows:
| Development costs | Software& other rights |
Concession operation licenses |
Fixed assets in progress |
Other intangible fixed assets |
Total | |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Opening balance | 3,615 | 19,208 | 157,833 | 10,734 | 1,206 | 192,596 |
| Increases | 18 | 569 | 5,466 | 9,260 | 8 | 15,321 |
| Write-offs | (1) | (82) | (1,109) | - | - | (1,192) |
| Exchange differences | (4) | (167) | (230) | - | (1) | (402) |
| Variation of perimeter | 22 | (1) | 1,032 | - | 10 | 1,062 |
| Transfers & other movements | (29) | (15) | 475 | (190) | (140) | 100 |
| 3,622 | 19,512 | 163,467 | 19,803 | 1,082 | 207,485 | |
| 2012 | ||||||
| Opening balance | 5,161 | 16,171 | 326,171 | 46,062 | - | 393,565 |
| Increases | 16 | 3,482 | 1,086 | 3,774 | 158 | 8,517 |
| Disposals | - | (12) | (17) | - | - | (29) |
| Write-offs | - | (159) | (85) | (17) | - | (262) |
| Exchange differences | (27) | (77) | - | - | - | (103) |
| Variation of perimeter | (1,495) | (575) | (183,645) | (37,523) | - | (223,239) |
| Transfers & other movements | (39) | 378 | 14,324 | (1,563) | 1,048 | 14,147 |
| 3,615 | 19,208 | 157,833 | 10,734 | 1,206 | 192,596 |
As at 31st December 2013 and 2012, the heading "Concession operating licenses" essentially refers to accounting, in accordance with IFRIC 12, of port concession operating rights.
At the 31st of December 2013, the heading "Licences for the exploitation of concessions" in Latin America refers to the value of a licence for the supply of power in Peru.
The heading "Software and other rights" in Europe Engineering and Construction refers in essence to the value of the trademark "Mota-Engil Central Europe". For the purpose of reporting by segments, said trademark was recorded in this segment although at a GROUP level this is cancelled out which is the reason that the large sum included in the column "Others, eliminations and intragroup" is justified.
As at 31st December 2013, the values recorded under "Perimeter variations" are explained, in particular, by the company TARUCANI having been consolidated by the global consolidation method and by the company EMSA having been disposed of.
As at 31st December 2012, the values recorded under "Perimeter variations" are explained, in particular, by the fact that the Indaqua Subgroup and the company TPE Paita changed their method from full consolidation to integration through the equity method (Note 35).
The information on the accumulated amortisation and impairment losses of intangible assets, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Development costs | Software& other rights |
Concession operation licenses |
Fixed assets in progress |
Other intangible fixed assets |
Total | |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Opening balance | (3,120) | (13,010) | (50,568) | - | (849) | (67,546) |
| Increases(Note 9) | (110) | (1,333) | (6,488) | - | (20) | (7,951) |
| Write-offs | 1 | 77 | 576 | - | - | 654 |
| Exchange differences | (4) | 73 | 0 | - | 1 | 71 |
| Variation of perimeter | (19) | (181) | 610 | - | (5) | 405 |
| Transfers & other movements | 56 | (19) | 8 | - | (0) | 45 |
| (3,196) | (14,390) | (55,861) | - | (873) | (74,321) | |
| 2012 | ||||||
| Opening balance | (3,966) | (11,336) | (70,745) | - | - | (86,047) |
| Increases (Note 9) | (116) | (1,713) | (6,009) | - | (318) | (8,155) |
| Disposals | - | 12 | 8 | - | - | 20 |
| Write-offs | - | 159 | 41 | - | - | 200 |
| Exchange differences | 11 | (48) | - | - | - | (36) |
| Variation of perimeter | 985 | 371 | 25,731 | - | - | 27,087 |
| Transfers & other movements | (35) | (455) | 406 | - | (531) | (615) |
| (3,120) | (13,010) | (50,568) | - | (849) | (67,546) | |
| Net value | ||||||
| 2013 | 425 | 5,121 | 107,606 | 19,803 | 209 | 133,164 |
| 2012 | 495 | 6,198 | 107,266 | 10,734 | 357 | 125,050 |
The information on the net values of intangible included in the heading "Licences for the exploitation of concessions" allocated to each concession is as follows:
| 2013 | 2012 | |
|---|---|---|
| Tertir Group | 97,883 | 104,351 |
| Other | 9,723 | 2,915 |
| 107,606 | 107,266 |
The most significant values included under the heading "Intangible assets in progress" for 2013 and 2012 refer to the following projects:
| Description | 2013 |
|---|---|
| Lifting equipment (Ferrol) | 10,085 |
| Widening works (Ferrol) | 6,893 16,978 |
| Description | 2012 |
| Lifting equipment (Ferrol) | 9,476 |
| 9,476 |
In 2010, the application of IFRIC 12 introduced various alteration relative to the provisions and interpretations of the standards which were in force, whose impact on the financial statements of the Group's concessionaire companies mainly occurred: (i) in the reclassification to the intangible assets heading of part of the assets under concession where the concessionaire companies of the Mota-Engil Group had and have an operating right of these concessions, and where these companies assume the risk of demand of the operation (intangible model): port concessions, car parking concessions and the production of electrical energy.
The concession operating licenses are being amortises during the respective validity period of the concession.
The appraisal of the existence, or not, of impairment for the main values of the intangible assets is based on the Business Plans of the respective companies, as mentioned in Note 16. Goodwill, relative to impairment tests on goodwill.
The valuation criteria established by the Group for the measurement of the value of these intangible assets are noted in subparagraph ii) of the Main valuation criteria in Note 1. Accounting Policies.
As at 31st December 2013 and 2012, the book value of the intangible assets would not undergo significant alterations if carried in accordance with the cost model.
The main port concessions in operation of the Group's subsidiaries, consolidated through the full consolidation method, their main characteristics and duration are presented below:
| 2013 | Type | Duration without prorogation |
Reversable assets |
|---|---|---|---|
| Tertir Group | |||
| Liscont | Port | 2042 | yes |
| Socarpor Aveiro | Port | 2026 | yes |
| Sotagus | Port | 2020 | yes |
| TCL | Port | 2024 | yes |
In July 2010, the Assembly of the Republic revoked the Amendment to the Concession Contract for the Right of Operation under a Public Service Regime of Alcântara Container Terminal, which provided for the extension of the concession contract until 2042. This revocation was analysed by the Commercial Arbitration Centre which, on 14th October 2011, judged that the application of annulment of the Amendment to the Concession Contract for the Right of Operation under a Public Service Regime of Alcântara Container Terminal, submitted by APL – Administração do Porto de Lisboa, S.A., was unfounded, based on the grounds of the unconstitutionality of Law number 14/2011, of 23rd July, which revoked the said Amendment. After appeal by the APL to the Constitutional Court, on the 3rd of March 2014 the Judgement nº 202/2014 was issued which denied the appeal brought by the APL. LISCONT was writing off a concession licence recorded under the heading "Intangible Assets", together with the costs of the process of preparation of the Addendum referred to above until 2042 which is consistent with the ruling of the Commercial Arbitration Centre and the Constitutional Court referred to above. A part of the investment in this project to extend the concession contract did not benefit from the favourable opinion in previous years
from the Ministry of the Environment.
The information on the net values of the tangible assets by business segment, for 2013 and 2012 is broken down as follows:
| Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Other & eliminations & intra Group |
Mota-Engil Group | |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Land & buildings | 123,747 | 15,146 | 85,233 | 18,377 | 18,299 | 260,802 |
| Equipment | 108,058 | 73,443 | 157,689 | 34,977 | 845 | 375,012 |
| Tangible fixed assets in progress | 11,177 | 8,161 | 21,394 | 7,562 | 91 | 48,386 |
| Other tangible fixed assets | 106 | 749 | 624 | 4,924 | 1 | 6,403 |
| 243,088 | 97,500 | 264,940 | 65,840 | 19,236 | 690,603 | |
| 2012 | ||||||
| Land & buildings | 123,579 | 16,713 | 77,341 | 11,628 | 18,786 | 248,047 |
| Equipment | 182,430 | 82,306 | 51,437 | 20,596 | 1,433 | 338,202 |
| Tangible fixed assets in progress | 10,932 | 3,216 | 3,246 | 1,342 | 29 | 18,764 |
| Other tangible fixed assets | 176 | 1,592 | 656 | 5,993 | 1 | 8,418 |
| 317,117 | 103,826 | 132,680 | 39,560 | 20,248 | 613,431 |
The information on the gross values of the tangible assets for the years ended on 2013 and 2012 is broken down as follows:
| Land & Buildings | Equipment | Tangible fixed assets in progress |
Other fixed assets | Total | |
|---|---|---|---|---|---|
| 2013 | |||||
| Opening Balance | 314,617 | 935,698 | 18,764 | 19,700 | 1,288,780 |
| Increases | 21,564 | 116,892 | 37,555 | 1,728 | 177,739 |
| Disposals | (2,614) | (44,811) | (109) | (244) | (47,777) |
| Write-offs | (568) | (6,452) | (17) | (582) | (7,619) |
| Exchange Differences | (1,761) | (9,327) | (116) | (407) | (11,611) |
| Variation of perimeter | 4,160 | 35,393 | 2,915 | 36 | 42,504 |
| Transfer & other movements | 1,400 | 12,412 | (10,607) | (1,981) | 1,224 |
| 336,798 | 1,039,805 | 48,386 | 18,251 | 1,443,240 | |
| 2012 | |||||
| Opening Balance | 292,373 | 856,290 | 15,181 | 15,148 | 1,178,992 |
| Increases | 7,847 | 94,385 | 27,370 | 7,017 | 136,619 |
| Disposals | (4,346) | (26,106) | (912) | (15) | (31,379) |
| Write-offs | (2,917) | (7,375) | (853) | (298) | (11,443) |
| Revaluation | 5,829 | - | - | - | 5,829 |
| Exchange Differences | 1,908 | 4,018 | 242 | (51) | 6,116 |
| Variation of perimeter | 11,855 | 1,203 | (438) | 3,871 | 16,491 |
| Transfer & other movements | 2,067 | 13,285 | (21,826) | (5,972) | (12,446) |
| 314,617 | 935,698 | 18,764 | 19,700 | 1,288,780 |
During 2013 the company reorganisation process for the Africa division was completed which is the reason that the heading "Equipment" for this region underwent a significant increase compared with 2012 by compensation of a significant reduction in the Europe Engineering and Construction division. In addition, an increase in business in Africa and a reduction in Europe also help to explain the changes in this heading in the two regions along with "Increases" in this heading in 2013.
On the 31st of December 2013 and 2012 the value recorded in tangible assets in the column "Others, eliminations and intragroup" refers in essence to the assets recorded by companies in the tourism field.
As at 31st December 2012, the net change recorded in revaluation under the heading "Land and buildings" is essentially explained by the revaluation of a plot of land and buildings for own use located in Peru.
As at 31st December 2013, the value recorded in "Perimeter Variation" refers, almost entirely, to the EMPRESA CONSTRUTORA BRASIL (positive value of approximately EUR 30,000,000), MALAWI SHIPPING COMPANY (positive value of approximately EUR 7,000,000) AND MARTINOX (positive value of approximately EUR 4,000,000), which, in the period ending on the 31st of
December 2013 were consolidated for the first time using the global integration method.
As at 31st December 2012, the value recorded in "Perimeter Variation" refers, almost entirely, to the Indaqua Group (negative value of approximately 17,000 thousand euros), for which, relative to the year ended on 31st December 2012, the Group changed the method from full consolidation to integration through the equity method, and to the company Novicer (positive value of approximately 28,000 thousand euros), which, for the year ended on 31st December 2012, was consolidated for the first time through the full consolidation method due to the Group's increased holding in this company.
As at 31st December 2012, the value recorded under the heading "Transfers and other movements" essentially refers to the transfer made by the subsidiary Ferrol of a tangible to an intangible asset (approximately 10,000 thousand euros) and to the movement recorded by the subsidiary Bergamon, of the transfer of a plot of land to inventories (approximately 4,000 thousand euros).
As at 31 December, the information on the accumulated depreciation and impairment losses in tangible assets for the years ended on 2013 and 2012 is broken down as follows:
| Land & Buildings | Equipment | Tangible fixed assets in progress |
Other fixed assets | Total | |
|---|---|---|---|---|---|
| 2013 | |||||
| Opening Balance | (66,570) | (597,496) | - | (11,283) | (675,349) |
| Increases (Note 9) | (8,366) | (83,120) | - | (3,290) | (94,776) |
| Disposals | 1,950 | 34,166 | - | 244 | 36,360 |
| Write-offs | 151 | 4,040 | - | 16 | 4,207 |
| Exchange Differences | 191 | 6,280 | - | 140 | 6,611 |
| Variation of perimeter | (345) | (27,164) | - | (13) | (27,522) |
| Transfer & other movements | (3,008) | (1,498) | - | 2,338 | (2,168) |
| (75,996) | (664,793) | - | (11,848) | (752,637) | |
| 2012 | |||||
| Opening Balance | (58,468) | (546,945) | - | (9,022) | (614,435) |
| Increases | (7,754) | (72,818) | - | (2,621) | (83,194) |
| Disposals | 2,138 | 19,451 | - | 14 | 21,602 |
| Write-offs | 983 | 2,317 | - | 153 | 3,452 |
| Exchange Differences | 171 | (1,003) | - | 19 | (813) |
| Variation of perimeter | 920 | 3,292 | - | 240 | 4,452 |
| Transfer & other movements | (4,559) | (1,790) | - | (64) | (6,413) |
| (66,570) | (597,496) | - | (11,283) | (675,349) | |
| Net Value | |||||
| 2013 | 260,802 | 375,012 | 48,386 | 6,403 | 690,603 |
| 2012 | 248,047 | 338,202 | 18,764 | 8,418 | 613,431 |
The most significant values included under the heading "Tangible assets in progress", for 2013 and 2012, refer to the following projects:
| Description | 2013 |
|---|---|
| Acquisition of fixed assets (Biscske Plaza) | 1,365 |
| Acquisition of fixed asstes (Mota-Engil Engenharia) | 6,938 |
| Asphalt plant (MEEC Africa) | 1,795 |
| Crushing plant (MEEC Africa) | 1,244 |
| Hydropower plant (Hidroeletrica Marañon) | 6,142 |
| Hydropower plant (Tarucani) | 1,156 |
| Regeneration and recovery plant for used oils ( Enviroil II) | 4,111 |
| Railway sleepers plant (Mota-Engil Engenharia) | 3,504 |
| Instalation of the mobile crushing plant (MEEC Africa) | 2,586 |
| Land for construction of Landfill (Citrave) | 1,073 |
| 29,912 |
| Description | 2012 |
|---|---|
| Acquisition of fixed asstes (Mota-Engil Engenharia) | 4,710 |
| Acquisition of fixed asstes (Biscske Plaza) | 1,340 |
| Instalation of the mobile crushing plant (AMC) | 1,100 |
| Land for construction of Landfill (Citrave) | 1,065 |
| "24 de Julho" Condominium | 922 |
| 9,137 |
The adopted valuation criteria, the depreciation rates used and the residual values defined are referred to in subparagraphs iii), iv) and v) of the Main valuation criteria in Note 1. Accounting Policies.
As at 31st December 2013 and 2012, the amounts, net of depreciation, of 43,673 thousand euros and 44,504 thousand euros, respectively, assigned to the operation of quarries, are recorded under the heading "Land and buildings". The calculation of the fair value of the quarries takes in consideration various factors, in particular the licensed area, operating capacity, landscape restoration costs and the residual value of the land after closure of the quarry. Supplementary information on the operation of the Group's mineral assets is presented in Note 33. Operation of mineral assets.
As at 31st December 2013 and 2012, the following tangible assets, net of accumulated depreciation and impairment losses, were abroad, in branch offices, and owned by Mota-Engil Engenharia and MEEC AFRICA:
| 2013 | 2012 | |
|---|---|---|
| Angola | 19,473 | 22,328 |
| Algeria | 35 | 36 |
| Cape Verde | 843 | 274 |
| Colombia | 12 | - |
| Hungary | 28 | 39 |
| Ireland | 1,420 | 3,007 |
| Malawi | 67,062 | 50,934 |
| Mozambique | 25,682 | 15,110 |
| Romania | 4 | 8 |
| S. Tomé and Principe | 556 | 88 |
| Zambia | 6,254 | - |
| 121,369 | 91,825 |
Land and buildings are recorded at their revalued cost. The valuation method used by the real estate valuators to measure the fair value the Group's real estate properties was the depreciated replacement cost method, with the valuation having been made in accordance with international valuation standards.
The fair value of the real estate properties does not include any tax or costs that the buyer might incur with the purchase of the property and was calculated, in the case of land, taking into account actual market prices for similar assets and, in the case of buildings, the actual cost of their construction. The location, accesses, size and form of the properties were also considered in the calculation of their fair value.
The book value which would have been recognised if the asset had been recorded pursuant to the cost model is as follows:
| Cost | Revaluation | Total | |
|---|---|---|---|
| 2013 | |||
| Land & Buildings | 224,866 | 35,936 | 260,802 |
| Equipment | 374,723 | 289 | 375,012 |
| Tangible fixed assets in progress | 48,386 | - | 48,386 |
| Other tangible fixed assets | 6,400 | 3 | 6,403 |
| 654,375 | 36,227 | 690,603 | |
| 2012 | |||
| Land & Buildings | 212,112 | 35,936 | 248,047 |
| Equipment | 337,913 | 289 | 338,202 |
| Tangible fixed assets in progress | 18,764 | - | 18,764 |
| Other tangible fixed assets | 8,415 | 3 | 8,418 |
| 577,204 | 36,227 | 613,431 |
During the fiscal year of 2013, the GROUP carried out a valuation of its principle land and buildings assets from which there were no significant variations to the value compared with the value recorded in the balance sheet.
As at 31st December 2013 and 2012, except for the assets acquired under finance leasing and for the tangible assets assigned to concessions, there are other tangible assets which are pledged or mortgaged to financial institutions in order to secure loans received.
The appraisal of the existence, or not, of impairment for the main values of tangible assets is based on the Business Plans of the respective companies, as mentioned in Note 16. Goodwill relative to impairment tests to goodwill.
As at 31st December 2013 and 2012, the values relative to financial investments stated through the equity method are broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Europe Engennering & Construction | ||
| Berd | - | 1,737 |
| Obol Invest Group | 24,891 | 23,620 |
| Other | 202 | 876 |
| 25,094 | 26,233 | |
| Europe Environment & Services | ||
| HEPP | 1,573 | 1,022 |
| Indaqua Group | 25,080 | 23,500 |
| Suma Group subsidiaries | 2,702 | 2,658 |
| SLPP Group | 1,463 | - |
| Ibercargo (Esp) | 1,146 | 1,045 |
| Manvia II Condutas | 605 | 362 |
| Tersado | 830 | 996 |
| Other | 1,741 | 2,399 |
| 35,140 | 31,982 | |
| Africa | ||
| Auto Sueco Angola | - | 13,527 |
| Cimertex Angola | - | 5,166 |
| Cimertex & Companhia | - | 13,870 |
| Other | 772 | 609 |
| 772 | 33,172 | |
| Latin America | ||
| TPE Paita | 23,689 | 20,319 |
| Mota-Engil Opway Mexicana (Mex) | 4,924 | 5,196 |
| Other | 19 | - |
| 28,632 | 25,515 | |
| Ascendi Group | 86,574 | 33,605 |
| Martifer Group | 39,770 | 66,975 |
| Other | 2,187 | 1,424 |
| 218,169 | 218,905 |
During 2013 and 2012, the following movement occurred in the value of the financial investments stated through the equity method:
| 2013 | Opening Balance | Effect on profit & Loss |
Effect on Reserves (1) | Transfers and Variation of perimeter |
Acquisitions / Disposals |
Closing Balance 2013 |
|---|---|---|---|---|---|---|
| Auto Sueco Angola | 13,527 | - | - | (2,724) | (10,803) | - |
| Berd | 1,737 | - | - | - | (1,737) | - |
| Cimertex & Companhia | 13,870 | - | - | - | (13,870) | - |
| Cimertex Angola | 5,166 | - | - | - | (5,166) | - |
| Ascendi Group | 33,605 | 19,835 | 33,135 | - | - | 86,574 |
| Indaqua Group | 23,500 | (98) | 1,599 | 79 | - | 25,080 |
| Martifer Group (2) | 66,975 | (25,075) | (2,131) | - | - | 39,770 |
| Obol Invest Group | 23,620 | 44 | 368 | - | 859 | 24,891 |
| SLPP Group | - | 71 | 42 | 1,350 | - | 1,463 |
| Suma Group subsidiaries | 2,658 | 342 | (298) | - | - | 2,702 |
| HEPP | 1,022 | (14) | 565 | - | - | 1,573 |
| Manvia II Condutas | 362 | 268 | (25) | - | - | 605 |
| Mota-Engil Opway Mexicana | 5,196 | (1) | (272) | - | - | 4,924 |
| Parquegil | 418 | - | - | - | (418) | - |
| TPE Paita | 20,319 | 2,074 | 1,296 | - | - | 23,689 |
| Tersado | 996 | 105 | 6 | (277) | - | 830 |
| Other | 5,934 | 1,816 | (1,683) | - | - | 6,067 |
| 218,905 | (632) | 32,603 | (1,572) | (31,136) | 218,169 |
(1) Essentially includes currency conversion variations, variations of the fair value of derivative financial instruments, variations in the value of additional paid-in capital and distribution of dividends.
(2) Values extracted on the basis of financial information and management estimates.
| 2012 | Opening Balance | Effect on profit & Loss |
Effect on reserves (1) |
Transfers & variation of perimeter |
Acquisitions / Disposals |
Closing Balance 2012 |
|---|---|---|---|---|---|---|
| Auto Sueco Angola | 12,675 | 2,361 | (1,509) | - | - | 13,527 |
| Berd | 1,658 | 45 | 33 | - | - | 1,737 |
| Cimertex & Companhia | 10,364 | 3,775 | (268) | - | - | 13,870 |
| Cimertex Angola | 2,646 | 3,077 | (557) | - | - | 5,166 |
| Crespo | 2,358 | - | - | - | (2,358) | - |
| Ascendi Group | 49,408 | 25,023 | (30,164) | (10,662) | - | 33,605 |
| Indaqua Group | 4,189 | 15,679 | (1,699) | 5,331 | - | 23,500 |
| Martifer Group | 95,130 | (20,945) | (7,210) | - | - | 66,975 |
| Obol Invest Group | 21,611 | 141 | 1,868 | - | - | 23,620 |
| Suma Group subsidiaries | 2,514 | 293 | (148) | - | - | 2,658 |
| HEPP | 456 | (79) | 645 | - | 1,022 | |
| Mamaia | 2,153 | - | - | (2,153) | - | - |
| Manvia II Condutas | 576 | 91 | (306) | - | - | 362 |
| Mota-Engil Opway Mexicana | 4,976 | (31) | 251 | - | - | 5,196 |
| Parquegil | 473 | (40) | (14) | - | - | 418 |
| TPE Paita | - | 3,119 | - | 17,200 | - | 20,319 |
| Tersado | 1,068 | (83) | 11 | - | - | 996 |
| Other | 4,319 | 1,483 | (353) | 484 | - | 5,934 |
| 216,574 | 33,910 | (39,419) | 10,199 | (2,358) | 218,905 |
(1) Essentially includes currency conversion variations, variations of the fair value of derivative financial instruments, variations in the value of additional paid-in capital and distribution of dividends.
A provision was constituted for financial investments with negative contribution (Note 28).
The value relative to the Indaqua Group with effect on net income in 2012, includes the amount of approximately 15,400 thousand euros relative to the recognition of gains in the revaluation of the investment held in Indaqua, measured at its fair value, following the sale of a minority position and consequent loss of the Group's control in this group of companies.
As at 31st December 2013 and 2012, the financial investment in the Obol Invest Group includes 21,972 thousand euros and 20,685 thousand euros, respectively, of consolidation differences attributed to identifiable assets (inventories).
As at 31st December 2013 and 2012, the financial investment in the Ascendi Group includes 19,831 thousand euros of goodwill, 146,058 thousand euros (116,624 thousand euros in 2012) of consolidation differences attributed to identifiable assets (account receivable) and 21,258 thousand euros of additional paid-in capital provided by Mota-Engil SGPS to the Ascendi SGPS Group.
The net change recorded in the Ascendi Group, in the value of consolidation differences attributed to its identifiable assets arises from the increased holding of the Ascendi Group in the investments in Mexico.
The value recorded under the heading "Effect on reserves" in the Ascendi Group essentially refers to the net change in the fair value of derivative financial instruments (Note 26) and currency conversion variations.
As at 31st December 2013, the market value of the Martifer Group, according to its market price on that date (EUR 0.69 per share), corresponded to approximately 26,000 thousand euros. However, the Group's Board of Directors believes, based on the existing business plans and net worth of the Martifer Group, that this investment is not impaired.
As at 31st December 2013, the main information on the most relevant financial investments stated through the equity method is as follows:
| 2013 | share | Assets | Equity | Sales and services rendered |
Net profit |
|---|---|---|---|---|---|
| Ambilital | 30% | 18,497 | 7,763 | 3,504 | 727 |
| Automatriz | 45% | 11,677 | 1,358 | 9,695 | 1,101 |
| Bay Park | 32% | 15,315 | 7,396 | 710 | 126 |
| Ecolezíria | 15% | 6,348 | 915 | 3,143 | 406 |
| Haçor HL - Sociedade Gestora do Edifício |
40% 50% |
90,037 96,062 |
3,846 6,018 |
2,898 2,379 |
65 1,907 |
| Ibercargo | 50% | 5,956 | 574 | 16,731 | 358 |
| Icer | 26% | 6,618 | (1,858) | 1,304 | (1,471) |
| Indaqua | 45% | 71,541 | 15,180 | 7,802 | 2,065 |
| Indaqua Feira | 45% | 108,447 | (4,957) | 14,430 | (907) |
| Indaqua Matosinhos | 45% | 72,167 | (1,924) | 23,480 | (942) |
| Indaqua Sto. Tirso/ Trofa | 45% | 22,508 | 1,411 | 8,409 | 433 |
| Indaqua V. Conde | 45% | 57,037 | 635 | 16,368 | 37 |
| Logz | 30% | 50,261 | (1,627) | - | (1,586) |
| Manvia II Condutas | 45% | 5,187 | 1,780 | 4,482 | 1,075 |
| Mierova | 50% | 4,786 | (500) | 3,557 | 63 |
| Mota-Engil-Opway Mexicana | 50% | 9,903 | 9,848 | - | (1) |
| Obol Invest | 33% | 53,951 | 15,022 | 179 | 225 |
| Obol XI | 32% | 41,427 | 1,838 | 236 | (199) |
| TPE Paita | 50% | 139,759 | 47,856 | 20,161 | 4,147 |
| Santa Clara | 50% | 6,981 | 3 | - | (0) |
| Sadoport | 32% | 12,016 | (8,237) | 11,650 | 115 |
| Sampaio | 32% | 4,190 | 930 | 175 | 108 |
| Sangobiar | 30% | 1,265 | 661 | 387 | 15 |
| SLPP | 32% | 12,557 | (3,251) | - | 22 |
| Tersado | 16% | 8,387 | 3,806 | 10,134 | 666 |
| Ascendi Group | 60% | 4,439,256 | 208,670 | 172,880 | 48,521 |
| Martifer Group | 38% | n.a. | n.a. | n.a. | n.a. |
| 2012 | share | Assets | Equity | Sales and Services rendered |
Net profit |
|---|---|---|---|---|---|
| Berd | 25% | 17,423 | 7,009 | 3,747 | 183 |
| Probigalp | 40% | 6,869 | (6,807) | 2,533 | (1,881) |
| Vortal | 25% | 15,056 | 7,881 | 8,735 | 1,706 |
| Parquegil | 50% | 15,652 | 836 | 2,306 | (81) |
| Haçor | 40% | 93,227 | 1,953 | 3,016 | (13) |
| HL–Soc. Gestora Edificio | 50% | 100,558 | 2,621 | 2,409 | 1,800 |
| Vortal SGPS | 25% | 34,429 | 30,409 | - | 2,652 |
| Sadoport SLPP |
49% 49% |
11,378 13,167 |
(8,557) 259 |
8,945 - |
(3,136) 39 |
| Logz Tersado |
30% 25% |
49,099 7,678 |
(686) 3,102 |
- 8,192 |
(720) (336) |
| Ibercargo | 50% | 6,466 | 216 | 17,913 | 176 |
| Ambilital | 30% | 18,711 | 7,635 | 3,493 | 525 |
| Ecolezíria | 15% | 6,637 | 763 | 3,417 | 366 |
| Indaqua | 45% | 68,165 | 17,826 | 7,549 | 1,678 |
| Indaqua Fafe | 45% | 1,460 | 534 | 2,634 | 115 |
| Indaqua St. Tirso | 45% | 22,091 | 323 | 7,147 | 486 |
| Indaqua Feira | 45% | 108,896 | (6,151) | 18,692 | (853) |
| Indaqua Matosinhos | 45% | 67,054 | (2,553) | 29,314 | (1,246) |
| Indaqua V. Conde | 45% | 55,302 | 1,379 | 21,297 | 111 |
| M-Invest Mierova | 50% | 10,211 | (564) | 5,523 | 100 |
| Soltysowska | 34% | 17,544 | 2,399 | 9,448 | 119 |
| Bay Park | 30% | 15,069 | 7,474 | 583 | 46 |
| Obol Invest | 30% | 50,323 | 15,036 | 247 | 385 |
| Obol XI | 30% | 39,682 | 2,751 | 160 | 64 |
| Sampaio | 30% | 4,072 | 835 | 165 | 88 |
| Cimertex & Cª | 50% | 47,109 | 27,741 | 36,721 | 7,549 |
| Cimertex Angola | 50% | 47,184 | 8,202 | 35,878 | 4,083 |
| Auto Sueco Angola | 26% | 110,109 | 47,998 | 27,976 | 1,765 |
| Icer | 26% | 8,540 | (458) | 2,047 | (692) |
| TPE Paita | 50% | 137,353 | 41,007 | 18,557 | 6,295 |
| Mota-Engil Opway Mexicana | 50% | 10,410 | 10,393 | - | (63) |
| Ascendi Group | 60% | 3,451,454 | 164,803 | 166,956 | 56,810 |
| Martifer Group | 38% | 976,375 | 227,255 | 210,315 | (54,413) |
The appraisal of the existence, or not, of impairment for the main values of the financial investments stated through the equity method is based on the Business Plans of the respective companies.
As at 31st December 2013 and 2012, the detail of financial investments available for sale is as follows:
| 2013 | 2012 | |
|---|---|---|
| Investments in equity instruments | ||
| Auto - Sueco Angola | 2,724 | - |
| BAI-Banco Angolano de Investimentos | 39,904 | - |
| Carbine Tungstene | 1,704 | 1,704 |
| Empresa Construtora Brasil | - | 19,462 |
| Ecodetra | 1,153 | 1,153 |
| Ersuc | 554 | 554 |
| Martinox | - | 1,837 |
| Tirtife | 901 | 901 |
| Other | 2,735 | 2,010 |
| 49,675 | 27,620 | |
| 2013 | 2012 | |
| Securities & Other placements | ||
| Other | 95 | 10,928 |
| 95 | 10,928 | |
| 2013 | 2012 | |
|---|---|---|
| Advances & other investment | ||
| Other | 22 | 487 |
| 22 | 487 | |
| Financial investments available for sale | 49,792 | 39,035 |
During 2012, the Group acquired control over Empresa Construtora Brasil (Brazil) and Martinox (Angola), for the values of 19,462 thousand euros and 1,837 thousand euros, respectively. During 2013, and after the GROUP consolidated said companies using the global integration method, this heading varied by the respective sums. As a result of the purchase price allocation process for EMPRESA CONSTRUTORA BRASIL (Brazil) to the fair price of the assets and liabilities acquired the sum of 6,141 thousand euros was recorded under the heading "Goodwill" (Note 16).
On the 31st of December the amount relating to AUTO-SUECO ANGOLA refers to the part not disposed of by the GROUP (5,13%) in the sale process which took place in 2013 (Note 11).
During 2013, the GROUP acquired a financial stake of 3% in BAI – Banco Angolano de Investimentos, SA for 39,904 thousand euros (Note 27).
During 2013 the variation in the heading "Bonds and other applications" refers mainly to the disposal of a promissory note from the Government of Malawi.
During the years ended on 31st December 2013 and 2012, the following movement occurred in the value of financial investments available for sale:
| 2013 | 2012 | |
|---|---|---|
| Opening Balance on January 1st | 39,035 | 5,449 |
| Acquisitions and advances | 40,945 | 34,722 |
| Disposals | (10,901) | - |
| Increase / (decrease) of Fair Value | 1 | - |
| Transfers & variation of perimeter | (19,288) | (1,135) |
| 49,792 | 39,035 |
In view of the nature of most of the financial investments referred to above and the difficulty of ensuring the reliable calculation of their fair value, the Group recorded these investments at their acquisition cost, deducting, if necessary, any respective impairment losses identified (approximately EUR 1,000,000).
The variation in the perimeter refers in essence to the incorporation of the company EMPRESA CONSTRUTORA BRASIL Into the consolidation perimeter in 2013.
The information relative to the Group's investment properties as at 31st December 2013 and 2012 is as follows:
| 2013 | 2012 | |
|---|---|---|
| Europe Engineering & Construction | 17,496 | 63,888 |
| Europe Environment & Services | 37,808 | 2,297 |
| 55,304 | 66,185 |
The movement in investment properties during 2013 and 2012 is as follows:
| 2013 | 2012 | |
|---|---|---|
| Opening Balance | 66,185 | 62,947 |
| Increases | 1,836 | 4,164 |
| Disposals | (48,278) | - |
| Tranfers | 35,561 | (926) |
| 55,304 | 66,185 |
The valuation criteria established by the Group for the measurement of its investment properties are referred to in subparagraph vii) of the Main valuation criteria in Note 1. Accounting Policies.
The investment properties located in Portugal are recorded at their market value, in accordance with independent valuations based on evidence of recent market transactions of similar properties.
On the 31st of December 2013, this heading includes investment properties located in Portugal for rental all of them in the Europe Engineering and Construction division and a plot of land for future capitalisation in the Europe Environment and services division which was moved to the heading "Non-current assets held for sale" (Note 38).
In 2013 the heading "Disposals" includes, essentially the value of the Baltic building (Planinova), disposed of during 2013 (Note 11).
In 2012, the heading "Increases" basically includes the value of Edifício Mercado Urbano. It should be noted that this building had not yet generated rents by the fiscal year of 2012, due to its construction only having been completed in 2013.
The gains obtained by the GROUP relative to income from its investment properties in 2013 reached 649 thousand euros (2012: 3.976 million euros) (Note 11), the variation in the heading of gains obtained by the GROUP relating to income is justified by the disposal of the Baltic building (Planinova) in 2013.
The valuations made took into account the "discount cash-flow" having carried out profitability studies of the projects which consisted of totalling expected future cash flows and residual value at the end of the respective period updated at a market rate for applications with a similar risk profile. The receipts considered will be estimated with recourse to the Comparative Market Method. The valuations obeyed international and European standards promoted by the IVSC (International Valuation Standards Committee) and TEGoVA in the "Approved European Property Valuation Standards".
The information relative to inventories for the years ended on 31st December 2013 and 2012, is broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Book Value: | ||
| Raw and Subsidiary materials and consumables | 75,673 | 62,073 |
| Products & work in progress | 156,484 | 126,008 |
| Finished products | 42,625 | 44,060 |
| Goods | 38,735 | 40,501 |
| Advances on account of purchases | 13,497 | 8,513 |
| 327,014 | 281,154 | |
| Accumulated adjustments: | ||
| Raw and Subsidiary materials and consumables | (39) | (39) |
| Products & work in progress | (102) | - |
| Finished products | (9,821) | (9,825) |
| Goods | (5,899) | (2,776) |
| (15,862) | (12,640) | |
| 311,152 | 268,514 |
The balances in the headings "Goods" and "Finished products" in essence refer to property inventories located in Portugal and Angola the object of which is their sale. The balance in the heading "Products and work in progress" refers essentially to property projects in course in Central Europe in Peru and Mozambique.
In 2013, the increase recorded under the heading "Products and work in progress" basically includes the value of the Soltysowska land/property (Poland), invested in 2012 was recorded in investments in the equity method (Note 19).
The movement in the accumulated adjustments to inventories, for the years ended on 31st December 2013 and 2012, is as follows:
| 2013 | 2012 | |
|---|---|---|
| Opening Balance | 12,640 | 11,734 |
| Increase (Note 10) | 3,157 | 9 |
| Reduction | (442) | (51) |
| Transfers & variation of perimeter | 506 | 948 |
| 15,862 | 12,640 |
The information relative to loans and accounts receivable from customers, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Non-current | Current | |||
|---|---|---|---|---|
| Customers | 2013 | 2012 | 2013 | 2012 |
| Trade accounts receivable: | ||||
| Gross Value: | ||||
| Europe Engineering & Construction | 24,153 | 60,131 | 177,567 | 297,616 |
| Europe Environment & Services | 1,206 | 583 | 125,990 | 144,812 |
| Africa | 167 | 68 | 751,145 | 570,475 |
| Latin America | - | - | 39,124 | 18,772 |
| Other, eliminations & intra-Group | (0) | - | (25,802) | (42,434) |
| 25,526 | 60,782 | 1,068,025 | 989,242 | |
| Accumulated impairment losses (Note 10) | (1,794) | (1,172) | (91,561) | (67,391) |
| 23,732 | 59,610 | 976,464 | 921,851 | |
| Trade accounts - Bills receivable | 476 | 476 | 2,020 | 2,614 |
| 24,208 | 60,085 | 978,484 | 924,465 |
The information relative to loans and accounts receivable from other debtors, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Non-current | Current | |||
|---|---|---|---|---|
| Other debtors | 2013 | 2012 | 2013 | 2012 |
| Associate and related companies | ||||
| Gross Value | 137,526 | 115,677 | 6,117 | 3,905 |
| Accumulated impairment losses | (5,983) | (6,387) | - | - |
| 131,543 | 109,289 | 6,117 | 3,905 | |
| Advances to suppliers | - | - | 14,133 | 16,725 |
| State & other public entities | 378 | 0 | 51,738 | 47,537 |
| Other | ||||
| Gross value | 56,930 | 5,057 | 236,502 | 272,470 |
| Accumulated impairment losses (Note 10) | - | - | (25,487) | (21,801) |
| 56,930 | 5,057 | 211,014 | 250,669 | |
| 188,851 | 114,346 | 283,002 | 318,836 | |
| Customers and other debtors | 213,059 | 174,431 | 1,261,486 | 1,243,301 |
The reduction in the heading "Clients, current account" in the Europe Engineering and Construction division is related to the reduction in business during 2013 which was more than compensated for by the significant increase in the Africa division and the consequent increase in accounts receivable.
As at 31st December 2013 and 2012, the value recorded under the heading "Other debtors – Associates and related companies" includes balances receivable from companies consolidated through the equity method, namely the Ascendi Group, Indaqua Group and Obol Invest Group. The increase which occurred in 2013 under this heading is explained, almost entirely, by the increase recorded in the Ascendi Group (ASCENDI PINHAL INTERIOR).
The heading "Other debtors - Others" includes balances related with the integration of ACEs, customer retentions, ceding of materials to consortia, balance with the Regional Government of Madeira and balances receivable from consolidated companies by the equity method. At the 31st of December 2013 the debt declared by the Regional Government of Madeira in an agreement signed in 2012 which does not show a fixed payment period is recorded in non-current assets subject to interest at the market rate.
The exposure of the Group to credit risk is attributable, above all, to the accounts receivable of its operating activity. Accumulated impairment losses were estimated by the Group, in accordance with its experience and based on its appraisal of overall economic and financial circumstances.
The Board of Directors believes that the value at which these assets are recorded in the balance sheet is close to their fair value.
The Group does not charge any interest costs provided that the established payment deadlines are observed. One these deadlines are reached, interest is charged as defined contractually, pursuant to the law in force and applicable to each situation.
As at 31st December 2012 and 2012, the age structure of the commercial balances relative to financial assets that were not impaired was as follows:
| Age in the balance sheet 2013 | Customers | Other |
|---|---|---|
| Overdue Amounts | ||
| ] 0 ; 3 ] months | 252,532 | 92,553 |
| ] 3 ; 12] months | 227,749 | 43,657 |
| ] 1 ; 3 ] years | 185,365 | 82,080 |
| Over 3 years | 122,670 | 26,302 |
| 788,316 | 244,591 | |
| Not overdue amounts | 214,376 | 23,353 |
| Total | 1,002,692 | 267,944 |
| Age in the balance sheet 2012 | Customers | Other |
|---|---|---|
| Overdue amounts | ||
| ] 0 ; 3 ] months | 127,856 | 117,273 |
| ] 3 ; 12] months | 82,428 | 8,772 |
| ] 1 ; 3 ] years | 357,486 | 98,050 |
| Over 3 years | 183,032 | 25,641 |
| 750,802 | 249,736 | |
| Not overdue amounts | 233,748 | 5,990 |
| Total | 984,550 | 255,726 |
As at 31st December 2013, the Group's net exposure of accumulated impairment losses to balances aged over one year primarily arises from confirmed debts of public entities (city halls, regional governments, Angolan public bodies, etc.), withheld amounts of guarantees provided to customers and customer balances with debt settlement agreements, where the Group's Board of Directors believes that these accounts receivable are not impaired.
Adjustments to accounts receivable due to impairment losses are recorded when there is objective indication that the Group will not receive the full amounts to which it was entitled pursuant to the original terms of established contracts. The adjustments are calculated considering the age of the accounts receivable, the risk profile of the debtor and the financial
conditions of the debtor.
As at 31st December 2013 and 2012, the balances of the heading "State and other public entities" is broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Corporate income tax | 2,389 | 2,899 |
| Value added tax | 16,018 | 21,380 |
| Personal income tax | - | 59 |
| Taxes in other countries | 33,708 | 23,199 |
| 52,116 | 47,537 |
The movement of the impairment losses in loans and accounts receivable is as follows:
| 2013 | 2012 | |
|---|---|---|
| Trade accounts receivable: | ||
| Opening balance | 68,563 | 50,930 |
| Increase | 6,229 | 9,277 |
| Reduction | (6,750) | (2,399) |
| Usage | (29) | (1,099) |
| Transfers & perimeter variation | 25,342 | 11,855 |
| 93,355 | 68,563 | |
| Other debtors: | ||
| Opening balance | 28,188 | 42,224 |
| Increase | 858 | 2,706 |
| Reduction | (1,165) | (91) |
| Usage | - | (524) |
| Transfer & perimeter variation | 3,589 | (16,128) |
| 31,471 | 28,188 |
As at 31st December 2013, the value recorded under "Transfers and perimeter variation" primarily refers to the value reclassified by the Angola Branch from other accrued costs to impairment losses of accounts receivable.
The heading "Other current assets" is broken down as follows:
| 2013 | 2012 | |
|---|---|---|
| Accrued income | ||
| Production not invoiced | 216,060 | 241,077 |
| Interest receivable | 525 | 1,112 |
| Other accrued income | 7,268 | 19,751 |
| 223,853 | 261,940 | |
| Deferred costs | ||
| Insurance | 4,385 | 3,990 |
| Other deferred costs | 36,652 | 55,411 |
| 41,036 | 59,402 | |
| 264,889 | 321,342 |
The heading "Other accrued income" fundamentally includes costs related to maintenance contracts concluded.
| 2013 | 2012 | |
|---|---|---|
| Construction costs incurred to date | 7,462,674 | 6,997,792 |
| Construction costs incurred during the year | 1,653,822 | 1,479,200 |
| Income recognised to date | 8,864,934 | 8,736,159 |
| Income recognised during the year | 1,984,607 | 1,805,385 |
| Customers prepayments | 200,224 | 283,695 |
| Sums withheld by customers | 92,222 | 45,241 |
| Guarantees given by customers | 455,850 | 417,299 |
| Accrued income - excess of production over billing | 211,583 | 259,336 |
| Deferred income - shortfall of production over billing | 35,135 | 27,330 |
As at 31st December 2013 and 2012 the heading "Cash and cash equivalents" is broken down as follows:
| Demand deposits | (1) Term deposits |
Total | ||||
|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |
| Due deposits & others | 11,889 | 3,092 | - | - | 11,889 | 3,092 |
| Bank deposits & cash in hand | ||||||
| Sight deposits | 252,526 | 198,550 | 88,771 | 64,780 | 341,297 | 263,330 |
| Cash in hand | 6,546 | 5,357 | - | - | 6,546 | 5,357 |
| 270,961 | 206,999 | 88,771 | 64,780 | 359,733 | 271,779 |
(1) Includes the amount of 53,552 thousand euros recorded in non-current in 2013
"Cash and cash equivalents" include cash held by the Group and short term bank deposits with original maturity equal to or less than three months, for which the risk of alteration of value is insignificant. The value at which this group of assets is recorded is close to its fair value.
As at 31st December 2013 and 2012, there were 88,771 thousand euros and 64,780 thousand euros, respectively, recorded under cash and cash equivalents not immediately available, due to having been in guarantee or being clocked, pursuant to contracts assumed with financial institutions.
The share capital of the Mota-Engil SGPS, as at 31 December 2013 and 2012, reaches EUR 204,635,695, fully underwritten and paid-up, represented by 204,635,695 bearer shares with the value nominal of 1 euro each.
As at 31st December 2013 and 2012, the Group holds 11,101,379 treasury shares.
During 2013, there were no changes in the number of shares.
| 2013 | Quantity | Average cost | Amount |
|---|---|---|---|
| Opening Balance | 11,101,379 | 2.05 £ | 22,749 |
| Closing Balance | 11,101,379 | 2.05 £ | 22,749 |
| 2012 | Quantity | Average cost | Amount |
| Opening Balance | 11,101,379 | 2.05 £ | 22,749 |
| Closing Balance | 11,101,379 | 2.05 £ | 22,749 |
Issue premiums correspond to premiums obtained through the issue or increase of share capital. Pursuant to the Portuguese commercial legislation, the values included under this heading follow the procedures established for the "Legal reserve", that is, the values are not distributable except in the event of liquidation, but may be used to absorb losses, after all other reserves have been depleted, and for incorporation in the share capital.
The Portuguese commercial legislation establishes that at least 5% of the annual net income must be assigned to increasing the "Legal reserve" until it represents at least 20% of the share capital. This reserve is not distributable except in the event of liquidation, but may be used to absorb losses, after all other reserves have been depleted, and for incorporation in the share capital.
The "Fair value reserve – derivatives" reflects the net changes in the fair value of cash flow hedge derivative financial instruments which are considered effective (Note 26. Derivative financial instruments) and cannot be distributed or used to absorb losses.
The "Fair value reserve – investments available for sale" reflects the net changes in the fair value of financial instruments held for sale and cannot be distributed or used to absorb losses.
Currency conversion reserves reflect net changes in the currency conversion of the financial statements of branch offices stated in a currency other than the euro and cannot be distributed or used to absorb losses.
Revaluation reserves cannot be distributed to shareholders, unless they have been fully written-down or if the respective revalued assets have been sold.
Under the terms of the Portuguese legislation, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented pursuant to the Accounting Standardisation System (SNC). As at 31st December 2013, there were no reserves which could be distributed.
The amounts relative to debt for the years ended on 31st December 2013 and 2012 are as follows:
| Current (1 year) |
2 years | 3 to 5 years | over 5 years | Non-current | Total | |
|---|---|---|---|---|---|---|
| 2013 | ||||||
| Non-convertible bond loans | 10,000 | 10,000 | 321,508 | - | 331,508 | 341,508 |
| Amounts owed to credit institutions | ||||||
| Bank loans | 211,141 | 73,925 | 72,311 | 9,723 | 155,959 | 367,100 |
| Overdraft facilities | 88,240 | - | - | - | - | 88,240 |
| Guaranteed accounts | 244,076 | - | - | - | - | 244,076 |
| Other loans obtained | - | |||||
| Commercial paper issues | 27,400 | 149,580 | 88,518 | 15,400 | 253,497 | 280,897 |
| Other loans | 2,987 | 1,577 | 4,963 | - | 6,540 | 9,527 |
| 583,844 | 235,082 | 487,299 | 25,123 | 747,503 | 1,331,347 | |
| 2012 | ||||||
| Non-convertible bond loans | 9,793 | 10,000 | 90,000 | - | 100,000 | 109,793 |
| Amounts owed to credit institutions | ||||||
| Bank loans | 128,030 | 65,314 | 60,691 | 16,705 | 142,709 | 270,740 |
| Overdraft facilities | 145,965 | - | - | - | - | 145,965 |
| Guaranteed accounts | 330,614 | - | - | - | - | 330,614 |
| Other loans obtained | - | |||||
| Commercial paper issues | 16,000 | 28,600 | 182,789 | 29,260 | 240,649 | 256,649 |
| Other loans | 1,291 | 1,307 | 4,563 | 1,312 | 7,181 | 8,473 |
| 631,693 | 105,220 | 338,043 | 47,276 | 490,539 | 1,122,232 |
Although the commercial paper issues fall due at one year, they are covered by medium and long term programmes which ensure their automatic renewal over time. In view of these circumstances, and since the Group's Board of Directors intends to continue to use the said issues for periods greater than 12 months, said debts were recorded in non-current liabilities.
As at 31st December 2013 and 2012, the amounts relative to debt are denominated in the following currencies:
| Bonds | Credit institutions | Commercial paper | Other loans | Total | |
|---|---|---|---|---|---|
| 2013 | |||||
| Czech Crowns | - | 4,614 | - | - | 4,614 |
| US Dollars | 36,256 | 89,658 | - | 892 | 126,805 |
| Euros | 305,252 | 426,430 | 280,897 | 8,635 | 1,021,215 |
| Angola Kwanzas | - | 124,454 | - | - | 124,454 |
| Malawian Kwanchas | - | 3,040 | - | - | 3,040 |
| Mexican Pesos | - | 17,402 | - | - | 17,402 |
| South African Rands | - | 6,318 | - | - | 6,318 |
| Brazilian Real | - | 6,064 | - | - | 6,064 |
| Polish Zlotys | - | 20,608 | - | - | 20,608 |
| Other | - | 828 | - | - | 828 |
| 341,508 | 699,415 | 280,897 | 9,527 | 1,331,347 | |
| 2012 | |||||
| Czech Crowns | - | 5,323 | - | - | 5,323 |
| US Dollars | - | 119,615 | - | - | 119,615 |
| Euros | 109,793 | 593,940 | 256,649 | 8,473 | 968,853 |
| Hungarian Forints | - | 34 | - | - | 34 |
| Mozambique Meticais | - | 11,563 | - | - | 11,563 |
| Polish Zlotys | - | 16,843 | - | - | 16,843 |
| 109,793 | 747,318 | 256,649 | 8,473 | 1,122,232 |
| 2013 | 2012 | ||||
|---|---|---|---|---|---|
| Average rates (%) |
Rates interval (%) | Average rates (%) |
Rates interval (%) | ||
| Non-convertible bond loans | 6.97 | [ 5,62 ; 7,37 ] | 5.47 | [ 5,42 ; 7,09 ] | |
| Amounts owed to credit institutions: | |||||
| Bank loans | 6.97 | [ 1,93 ; 38,75 ] | 6.31 | [ 1,8 ; 16,25 ] | |
| Overdraft facilities | 7.14 | [ 4,19 ; 38 ] | 5.67 | [ 2,96 ; 8 ] | |
| Guaranteed accounts | 7.86 | [ 4,31 ; 17,2 ] | 6.37 | [ 4,22 ; 18,81 ] | |
| Other loans obtained: | 6.14 | [ 1 ; 19,54 ] | 2.88 | [ 1,3 ; 3,1 ] | |
| Commercial paper issues | 3.56 | [ 1,62 ; 6,21 ] | 3.56 | [ 1,5 ; 8,2 ] |
| 2013 | ||||||
|---|---|---|---|---|---|---|
| Type of issue / Issuer | Date of emission | Date of expiritation | Indexation | Reimbursement condition |
Amount | Maturity |
| Bond loans: | ||||||
| Mota-Engil SGPS | Dec/11 | Dec/16 Euribor 6M 360 + 5.5% |
i) | 15,000 | ||
| Mota-Engil SGPS | Dec/12 | Dec/17 Euribor 6M 360 + 6.75% |
ii) | 15,000 | ||
| Mota-Engil SGPS | Sep/13 | Sep/17 Euribor 6M 360 + 5.5% |
ii) | 20,000 | ||
| Mota-Engil SGPS | Mar/13 | Mar/16 Fixed Rate 6.85% |
ii) | 175,000 | ||
| Mota-Engil SGPS | Apr/13 | Apr/16 Fixed Rate 7.5% |
ii) | 36,256 | ||
| MEEC Africa | Dec/13 | Dec/18 Euribor 6M 360 + 6.75% |
iii) | 75,000 | ||
| Suma | Oct/13 | Oct/18 Euribor 6M 360 + 5.25% |
iiii) | 10,000 | ||
| Commercial paper programmes: | ||||||
| Mota-Engil SGPS | Nov/08 | Nov/15 Period Euribor + 2.475% |
56,000 | Direct placement: from 7 to 364 days/ Auctioning: from 1,2,3,4,5 or 6 months |
||
| Mota-Engil SGPS | Nov/06 | Nov/16 Period Euribor + 2.85% |
10,000 | Direct placement: from 7 to 360 days | ||
| Mota-Engil SGPS | Dec/12 | Dec/17 Euribor 3M 360 + 5% | 18,850 | Direct placement: quarterly | ||
| Mota-Engil SGPS | Dec/13 | Dec/15 Period Euribor + 4.3% | 20,000 | Direct placement: from 7 to 365 days | ||
| Mota-Engil SGPS & Mota-Engil Environment & Services | Jan/07 | Jan/19 Period Euribor + 1.5% | 65,450 | From 1, 3, 6 to 12 months | ||
| Mota-Engil Engenharia | Jun/07 | Jun/15 Period Euribor + 2.0% | 16,800 | From 7 to 360 days | ||
| Mota-Engil Engenharia | Dec/10 | Dec/15 Euribor 3M + 6.35% | 5,200 | Current taken 3 months / Direct placement: from 90 to 181 days / Auctioning: from 3,4,5 or 6 months |
||
| Mota-Engil Engenharia | Jan/13 | Jan/16 Period Euribor + 5.75% |
25,000 | Direct placement: from 7 to 90 days / Auctioning: from 7 to 90 days |
||
| MEEC Africa | Dec/10 | Dec/15 Euribor 3M + 6.35% | 44,800 | Current taken 3 months / Direct placement: from 90 to 181 days / Auctioning: from 3,4,5 or 6 months |
||
| Tertir | Jul/07 | Jul/17 Period Euribor + 2.0% | 20,000 | Direct placement: from 29 to 21 days |
i) Interest and repayment paid in 10 half-yearly instalments
ii) Interest paid in half-yearly instalments and single repayment upon on maturity of the contract
iii) Interest paid in half-yearly instalments and repayment in 9 half-yearly instalments of 2,500 thousand euros and last installment of 52,500 thousand euros
iiii) Interest paid in half-yearly instalments with single repayment on maturity of the contract
| 2012 | ||||||
|---|---|---|---|---|---|---|
| Type of issue / Issuer | Date of emission | Date of expiritation | Indexation | Reimbursement condition |
Amount | Maturity |
| Bond loans: | ||||||
| Mota-Engil SGPS | 30-Dec-11 | 30-Dec-16 Euribor 6M 360 + 5.5% |
i) | 20,000 | ||
| Mota-Engil SGPS | 17-Dec-12 | 17-Dec-17 Euribor 6M 360 + 6.75% |
ii) | 15,000 | ||
| Mota-Engil Engenharia | 17-Dec-12 | 17-Dec-17 Euribor 6M 360 + 6.75% |
iii) | 75,000 | ||
| Commercial paper programmes: | ||||||
| Mota-Engil SGPS | 21-Nov-08 | 25-Nov-15 Period Euribor + 2.475% |
56,000 | Direct placement: From 7 to 364 days/ Auctioning: From 1,2,3,4,5 or 6 months |
||
| Mota-Engil SGPS & Mota-Engil Engenharia | 13-Nov-06 | 13-Nov-16 Euribor + 3.5% | 10,000 | From 7 to 360 days | ||
| Mota-Engil SGPS & Mota-Engil Engenharia | 28-Dec-12 | 28-Dec-17 Euribor + 5% | 23,850 | 3 months | ||
| Mota-Engil SGPS & Mota-Engil Environment & Services | 15-Jan-07 | 15-Jan-19 Period Euribor + 1.5% | 73,150 | From 1, 3, 6 to 12 months | ||
| Mota-Engil Engenharia | 26-Jun-07 | 26-Jun-15 Period Euribor + 2.0% | 20,100 | From 7 to 360 days | ||
| Mota-Engil Engenharia | 16-Dec-10 | 16-Dec-15 Euribor 3M + 6.35% | 50,000 | Direct placement: From 90 to 181 days/ Auctioning: From 3,4,5 or 6 months |
||
| Tertir | 03-Jul-07 | 03-Jul-17 Period Euribor + 2.0% | 25,000 | 1, 3, 6 or 12 months |
i) Interest paid in 10 half-yearly instalments as of 30 June 2012. Repayment in 10 half-yearly instalments, as of the 1st coupon.
ii) Interest paid in 10 half-yearly instalments as of 17 June 2013. Single repayment upon on maturity of the Contract.
iii) Interest paid in 10 half-yearly instalments as of 17 June 2013. Repayment in 10 half-yearly instalments as of the 1st coupon.
The total amount of debt incurred through other loan contracts of a value above 10,000 thousand euros is broken down as follows:
| 2013 | |||
|---|---|---|---|
| Issuer | Type of issue | Amount of the loan | Amount in debt |
| Other operations: | |||
| Mota-Engil, SGPS | Medium & long term loan | 13,000 | 13,000 |
| Mota-Engil, SGPS | Guaranteed account | 17,000 | 16,989 |
| Mota-Engil Engenharia | Medium & long term loan | 70,909 | 70,909 |
| Mota-Engil Engenharia | Short term loan | 17,000 | 17,000 |
| Mota-Engil Engenharia | Guaranteed accounts | 81,401 | 77,277 |
| Mota-Engil Engenharia | Overdraft facilities | 31,800 | 23,803 |
| Mota-Engil Environment & Services | Medium & long term loan | 13,000 | 13,000 |
| Mota Internacional | Guaranteed accounts | 23,204 | 21,391 |
| Mota-Engil Angola | Short term loan | 29,462 | 29,462 |
| Mota-Engil Angola | Guaranteed accounts | 62,411 | 47,200 |
| Mota-Engil Engineering & Construction Africa | Short term loan | 18,000 | 18,000 |
| Mota-Engil Engineering & Construction Africa | Guaranteed account | 90,648 | 74,876 |
| Mota-Engil Engineering & Construction Africa | Overdraft facilities | 15,000 | 7,472 |
| Mota-Engil Mexico | Medium & long term loan | 17,402 | 17,402 |
| Tertir | Medium & long term loan | 42,900 | 42,900 |
| 2012 | |||
|---|---|---|---|
| Issuer | Type of issue | Amount of the loan | Amount in debt |
| Other operations: | |||
| Mota-Engil, SGPS | Overdraft facilities | 18,000 | 17,894 |
| Mota-Engil, SGPS | Medium & long term loan | 55,250 | 30,375 |
| Mota-Engil, SGPS | Guaranteed accounts | 47,000 | 46,989 |
| Mota-Engil Engenharia | Overdraft facilities | 51,600 | 36,124 |
| Mota-Engil Engenharia | Medium & long term loan | 45,338 | 45,338 |
| Mota-Engil Engenharia | Guaranteed accounts | 192,695 | 188,456 |
| Mota-Engil Engenharia | Short term loan | 19,000 | 17,000 |
| Tertir | Medium & long term loan | 60,000 | 47,200 |
| Planinova | Medium & long term loan | 26,000 | 22,123 |
The amounts considered under "Other loans" above all refer to loans received from the Portuguese Agency for Investment (AICEP) and the Institute of Support to Small and Medium-sized Companies and to Investment (IAPMEI) as support to investment. These loans do not earn interest.
The Group uses interest rate derivative financial instruments to manage its exposure to movements in the interest rates in force in its funding contracts, establishing variable interest rates.
As at 31 December 2013 and 2012, the following the derivative financial instruments are contracted by the Group:
| Fair Value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Subsidiary | Type | Counterpart | Start | Notional | Contracted rates | Maturity | 2013 | 2012 |
| Mota-Engil Engenharia | Cap | BNP Paribas Fortis | jul/07 | 30,000 | Receives Euribor 6M and pays fixed rate (4.05%) |
jun/13 | - | 10 |
| Mota-Engil Engenharia | Collar | BNP Paribas Fortis | jul/07 | 30,000 | CAP 5.17%; Floor 3.25% until Jun-12 and 3% from Jun-14 |
jun/15 | (674) | (1,404) |
| (674) | (1,394) |
The criteria used in the classification and valuation of these instruments are described in subparagraph ix) f) of the Main valuation criteria in Note 1. Accounting Policies.
The calculation of the fair value of the derivatives contracted by the Group was carried out by the respective counterparts, which are considered to be suitable/independent financial entities of recognised merit. The valuation models employed are based on the discounted cash flow method: using Par Rates of Swaps, listed on the interbank market and available on Reuters and Bloomberg pages, for the relevant periods, with calculation of the respective forward rates and discount factors which are used to discount fixed cash flow (fixed leg) and variable cash flow (floating leg). The sum of the two legs is equivalent to the Net Present Value (NPV).
As at 31st December 2013 and 2012, the impact on equity of the derivative financial instruments contracted by Group companies is as follows:
| 2013 | 2012 | |
|---|---|---|
| Impact of fair value of derivative financial instruments of subsidiaries consolidated by the full consolidation method | (499) | (996) |
| Impact of fair value of derivative financial instruments of associated companies consolidated by the equity method | (107,756) | (145,678) |
The exposure of the GROUP to financial derivative instruments is essentially at the level of the INDAQUA and ASCENDI groups, consolidated by the equity method.
The information on trade liabilities and other liabilities payable, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Non-currents | Currents | ||||
|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||
| Suppliers: | |||||
| Europe Engineering & Construction | 16,789 | 26,077 | 258,659 | 377,776 | |
| Europe Environment & Services | 25 | - | 75,621 | 93,698 | |
| Africa | 4,165 | 807 | 148,761 | 168,673 | |
| Central Europe | |||||
| Latin America | 8,873 | 81 | 55,587 | 28,367 | |
| Others, eliminations & intra-Group | (1,051) | (1,075) | (50,515) | (142,659) | |
| 28,801 | 25,890 | 488,113 | 525,855 | ||
| Suppliers of fixed assets | 112,557 | 126,207 | 69,936 | 71,936 | |
| Associates & other shareholders | 10,029 | 10,699 | 24,996 | 26,126 | |
| Customer prepayments on account of sales | 26,126 | 93,249 | 179,816 | 179,035 | |
| State & other public entities | - | - | 77,768 | 54,816 | |
| Other creditors | 7,628 | 33,295 | 171,266 | 181,491 | |
| 156,340 | 263,450 | 523,782 | 513,404 | ||
| 185,141 | 289,340 | 1,011,895 | 1,039,259 |
As at 31st December 2013 and 2012, the heading "Suppliers" includes the amounts of approximately EUR 50,000,000 and EUR 51,000,000, respectively, relative to confirming contracts. These amounts refer, above all, to debts derived from subcontracting during the implementation of contract work awarded to the Group.
As at 31st December 2013 and 2012 the value recorded under the heading "Associates and other shareholders" includes balances owed by companies of the Group to companies integrated through the equity method and balances owed by GROUP companies to shareholding stakeholders in MOTA-ENGIL ANGOLA and the GRUPO SUMA. At the 31st of December 2013 the current balance refers essentially to dividends unpaid by said companies to the respective shareholding stakeholders. As at 31st December 2013 and 2012, the heading "Other creditors, non-current" includes the sums for "factoring" with recourse to discounted bills in the sums of 54.658 million euros and 136.550 million euros respectively which, in the case of factoring has no fixed contractual maturity. At the 31st of December 2013 the following are also included under this heading: (i) 24.000 million euros, relating to the outstanding balance for the purchase of an additional holding in Vista SA in Angola and; (ii) some 24.000 million euros for the outstanding balance relating to the purchase of a 3% stake in BAI – Banco Angolano de Investimentos (Nota 20).
The Board of Directors believes that the book value of these liabilities in the balance sheet is close to their fair value.
As at 31st December 2013 and 2012, the residual contractual maturity of the balances recorded under the heading "Suppliers" was as follows:
| 2013 | 2012 | |
|---|---|---|
| Outstanding contractual maturity: | ||
| ] 0 ; 1 ] month | 323,991 | 355,425 |
| ] 1 ; 3 ] months | 114,238 | 109,364 |
| ] 3 ; 12 ] months | 49,884 | 59,463 |
| ] 1 ; 3 ] years | 19,111 | 12,454 |
| Over 3 years | 9,691 | 15,039 |
| 516,914 | 551,745 |
As at 31st December 2013, the residual contractual maturity of the balances recorded under the heading "Other creditors" was as follows:
| 2013 | 2012 | |
|---|---|---|
| Outstanding contratual maturity: | ||
| ] 0 ; 1 ] month | 66,674 | 26,995 |
| ] 1 ; 3 ] months | 18,479 | 18,004 |
| ] 3 ; 12 ] months | 31,456 | 1,174 |
| ] 1 ; 3 ] years | 7,550 | 864 |
| Over 3 years | 78 | 31,200 |
| Factoring | 54,658 | 136,550 |
| 178,894 | 214,786 |
As at 31st December 2013 and 2012, the Group had liabilities payable to lessors, recorded under the heading "Fixed asset suppliers", relative to lease payments, payable in the future, of finance lease contracts to the values of EUR 180,756,000 and EUR 199,301,000, respectively, with the following maturity periods:
| Outstanding rents on lease contracts | Current value of lease contract | |||
|---|---|---|---|---|
| Lease contracts | 2013 | 2012 | 2013 | 2012 |
| 1 year | 56,122 | 59,838 | 51,371 | 57,050 |
| 2 years | 41,826 | 39,352 | 38,821 | 37,517 |
| 3 years | 26,553 | 30,186 | 24,845 | 29,046 |
| 4 or more years | 56,255 | 69,925 | 48,891 | 59,620 |
| 180,756 | 199,301 | 163,928 | 183,233 | |
| Interes included in the rents | (16,829) | (16,068) | - | - |
| Current value of lease contract rents | 163,928 | 183,233 | 163,928 | 183,233 |
| 2013 | ||||
|---|---|---|---|---|
| Contracting party | Amount | Asset | Lease life | Purchase option |
| CH&P Anadia | 1,277 | Sundry equipment | 5 years | yes |
| CH&P Coja | 1,274 | Sundry equipment | 5 years | yes |
| ME- Engenharia (headquarters) | 10,064 | Sundry equipment | 3 years | 201 |
| ME- Engenharia (headquarters) | 14,247 | Sundry equipment | 4 years | 305 |
| ME- Engenharia (headquarters) | 8,687 | Sundry equipment | 5 years | 127 |
| ME- Engenharia (headquarters) | 3,578 | Sundry equipment | 7 years | 73 |
| ME- Engenharia (headquarters) | 1,438 | Sundry equipment | 8 years | 72 |
| ME-Central Europe Poland | 9,242 | Sundry equipment | 5 years | 362 |
| ME-Central Europe Poland | 2,709 | Sundry equipment | 6 years | 186 |
| ME-Central Europe Poland | 1,528 | Sundry equipment | 7 years | 15 |
| ME-Central Europe Poland | 1,106 | Sundry equipment | 10 years | 562 |
| Mota-Engil Angola | 1,967 | Sundry equipment | 4 years | 87 |
| Mota-Engil Angola | 5,950 | Sundry equipment | 5 years | 290 |
| Mota-Engil Engineering & Construction Africa | 82,269 | Sundry equipment | 4 years | 1,608 |
| PTT | 3,582 | Land & Construction | 10 years | yes |
| Socarpor Aveiro | 1,976 | Crane | 8 years | 40 |
| Socarpor Aveiro | 3,300 | Crane | 12 years | 66 |
| Socarpor Aveiro | 13,058 | Sograin Terminal | 12 years | 261 |
| Sotagus | 7,000 | Port Granty | 5 years | 148 |
| Sotagus | 4,000 | Port Granty | 7 years | 80 |
| Takargo | 24,140 | Railway locomotives | 25 years | 3,018 |
| Takargo | 11,944 | Railway wagons | 25 years | 1,493 |
| TCL | 3,021 | Sundry equipment | 4 years | 60 |
| 2012 | ||||
|---|---|---|---|---|
| Contracting party | Amount | Asset | Lease life | Purchase option |
| Mota-Engil Engenharia | 29,058 | Sundry equipment | 4 years | 921 |
| Mota-Engil Engenharia | 3,781 | Sundry equipment | 5 years | 76 |
| Mota-Engil Engenharia | 2,273 | Sundry equipment | 3,5 years | 45 |
| Mota-Engil Central Europe Poland | 2,695 | Sundry equipment | 6 years | 774 |
| Mota-Engil Central Europe Poland | 1,128 | Sundry equipment | 10 years | 2,894 |
| Mota-Engil Central Europe Poland | 7,840 | Sundry equipment | 5 years | 1,130 |
| Mota-Engil Central Europe Poland | 1,558 | Sundry equipment | 7 years | 63 |
| PTT | 3,582 | Land & Construction | 11 years | yes |
| Socarpor Aveiro | 1,976 | Crane | 8 years | 40 |
| Socarpor Aveiro | 3,300 | Crane | 12 years | 66 |
| Socarpor Aveiro | 13,058 | Sograin Terminal | 12 years | 261 |
| Sotagus | 4,000 | Port Granty | 7 years | 80 |
| Sotagus | 7,400 | Port Granty | 5 years | 148 |
| Suma | 3,835 | Sundry equipment | 5 years | 3,835 |
| Takargo | 24,140 | Railway locomotives | 25 years | 3,018 |
| Takargo | 11,944 | Railway wagons | 25 years | 1,493 |
| Correia & Correia | 1,278 | Sundry equipment | 20 years | yes |
| 2013 | 2012 | |
|---|---|---|
| Land & Buildings | 6,990 | 7,113 |
| Basic equipment | 128,479 | 130,852 |
| Transport equipment | 19,992 | 27,473 |
| Administrative equipment | - | 111 |
| Other fixed assets | 7,469 | 11,361 |
| Intangible fixed assets (Concessions) | 24,316 | 17,740 |
| 187,246 | 194,650 |
| 2013 | 2012 | |
|---|---|---|
| Income tax | 12,633 | 10,778 |
| Value added tax | 408 | 285 |
| Social Security | 2,314 | 2,433 |
| Personal income tax | 1,616 | 1,090 |
| Other taxes | (300) | (301) |
| Taxes in other countries | 61,096 | 40,531 |
| 77,768 | 54,816 |
The heading "Taxation in other countries" includes the values to be paid as tax on income and added value in essence in Africa and Latin America where the group has subsidiaries and branches in Mozambique, Malawi, Mexico and Peru, the increase in the balance under this heading related to the increase in business in 2013 and 2012.
The information on provisions, for the years ended on 31st December 2013 and 2012, may be summarised as follows:
| 2013 | 2012 | |
|---|---|---|
| Pensions(Note 31. Retirement plan benefits) | 10,734 | 10,666 |
| Indemities for termination of fixed-term employment contracts | 386 | 993 |
| Sealing & monitoring a landfill | 7,271 | 7,115 |
| Provisions for investments valued using the equity method | 10,754 | 15,311 |
| Legal proceedings | 4,290 | 10,310 |
| Provision related to investment under the scope of IFRIC 12 | 20,055 | 20,277 |
| Other contigencies / estimated cost of closing operations | 45,823 | 34,954 |
| 99,312 | 99,626 |
The provisions for the sealing and monitoring of landfills essentially refer to the Suma Group.
The provisions for other contingencies include estimated costs for work in progress in the completion phase and fiscal contingencies. The provisions for lawsuits and other contingencies basically refer to the Tertir Subgroup.
The provision for investment stipulated under IFRIC 12 reflects the contractual obligation, by the concessionaires, to make investments during the concession period and which the concessionaires are entitled to use until the end of the concession e refer to the Tertir Group.
The information relative to the movement of provisions, relative to the fiscal year of 2013 and 2012, is as follows:
| 2013 | Opening Balance | Increase (Note.12) |
Reduction (Note.12) |
Usage | Transfers & perimeter variation |
Closing Balance |
|---|---|---|---|---|---|---|
| Pensions (Note 31. Retirement plan benefits) | 10,666 | 27 | (4) | - | 44 | 10,734 |
| Indemities for termination of fixed-term employment contracts | 993 | - | - | - | (607) | 386 |
| Sealing & monitoring a landfill | 7,115 | 453 | - | - | (297) | 7,271 |
| Legal proceedings | 10,310 | 253 | (4,186) | (4,572) | 2,485 | 4,290 |
| Provision related to investment under the scope of IFRIC 12 | 20,277 | 385 | - | (17) | (589) | 20,055 |
| Other contigencies / estimated cost of closing operations | 34,954 | 17,712 | (487) | (717) | (5,638) | 45,823 |
| 84,315 | 18,828 | (4,677) | (5,306) | (4,601) | 88,559 | |
| Provisions for investments valued using the equity method | 15,311 | 819 | - | - | (5,377) | 10,754 |
| 99,626 | 19,648 | (4,677) | (5,306) | (9,978) | 99,312 |
| 2012 | Opening Balance | Increase (Note.12) |
Reduction (Note.12) |
Usage | Transfers & perimeter variation |
Closing Balance |
|---|---|---|---|---|---|---|
| Pensions (Note 31. Retirement plan benefits) | 9,987 | 679 | - | - | - | 10,666 |
| Indemities for termination of fixed-term employment contracts | 263 | 993 | (263) | - | - | 993 |
| Sealing & monitoring a landfill | 6,616 | 499 | - | - | - | 7,115 |
| Legal proceedings | 9,982 | 1,075 | (636) | (64) | (47) | 10,310 |
| Provision related to investment under the scope of IFRIC 12 | 21,050 | 563 | (415) | (920) | 20,277 | |
| Other contigencies / estimated cost of closing operations | 24,419 | 11,141 | (2,163) | (1,663) | 3,220 | 34,954 |
| 72,316 | 14,949 | (3,477) | (1,727) | 2,253 | 84,315 | |
| Provisions for investments valued using the equity method | 15,836 | 11,564 | - | - | (12,089) | 15,311 |
| 88,152 | 26,513 | (3,477) | (1,727) | (9,835) | 99,626 |
As at 31st December 2013 and 2012, the investments valued through the equity method for which provisions were constituted are as follows:
| 2013 | 2012 | |
|---|---|---|
| SLPP Group | - | 2,028 |
| Soltysowska Group | - | 1,549 |
| Other | 10,754 | 11,735 |
| 10,754 | 15,311 |
During 2013, the SOLTYSOWSKA Group began to be consolidated through the full consolidation method.
With the exception of the provisions created for the sealing and monitoring of landfills, and for the subsidiary TCL (relative to the adoption of IFRIC 12), the date of use cannot be estimated for any of the others and, therefore, these provisions were not financially updated.
As at 31st December 2013 and 2012, the information relative to other non-current liabilities is as follows:
| Other non current liabilities | 2013 | 2012 |
|---|---|---|
| Deferred income | ||
| Investment subsidies | 3,034 | 1,411 |
| 3,034 | 1,411 |
The information relating to other current liabilities with reference to periods ending on the 31st of December 2013 and 2012, is as follows:
| Other current liabilities | 2013 | 2012 |
|---|---|---|
| Accrued costs | ||
| Cost of holiday pay & bonus | 38,423 | 34,285 |
| Interest payable | 10,548 | 5,398 |
| Work in progress by suppliers not billed | 384,895 | 407,531 |
| Other accrued costs | 47,347 | 60,106 |
| 481,213 | 507,320 | |
| Deferred income | ||
| Invoicing in advance | 35,888 | 27,330 |
| Investment subsidies | 1,224 | 2,695 |
| Rents on own properties | - | 362 |
| Other deferred income | 32,996 | 40,185 |
| 70,108 | 70,572 | |
| 551,321 | 577,892 |
The value recorded under the heading "Early invoicing" refers to the application of the policy described at Note 1. Accounting policies for the recognition of revenue in construction contracts.
At the 31st of December 2013, the heading "Other deferred income" includes the sum of some 19,000 thousand euros from the Europe Environment and Services division.
The principle information relating to investment subsidies awarded to the Group is as follows:
| 2013 | Recognition of income | ||||
|---|---|---|---|---|---|
| Beneficiary company | Amount of the asset |
Amount of the subsidy |
Deferred income | Recognition of income in 2013 |
Recognition of income in 2012 |
| Correia & Correia | 3,158 | 463 | 193 | 29 | 31 |
| Enviroil II | 2,446 | 763 | 763 | - | - |
| ME- Engenharia | 44,598 | 6,314 | 1,936 | 387 | 646 |
| RTA | 7,620 | 3,108 | 1,348 | 108 | 108 |
| SGA | - | 1,377 | - | 58 | 82 |
| Other | 467 | 203 | 20 | 20 | 101 |
| 4,259 | 602 | 969 |
| 2012 | Recognition of income | ||||
|---|---|---|---|---|---|
| Beneficiary company | Amount of the asset |
Amount of the subsidy |
Deferred income | Recognition of income in 2012 |
Recognition of income in 2011 |
| Correia & Correia | 3,158 | 463 | 218 | 31 | 209 |
| ME- Engenharia | 48,688 | 6,314 | 2,322 | 646 | 381 |
| RTA | 7,620 | 3,108 | 1,455 | 108 | 108 |
| SGA | 3,957 | 1,377 | 58 | 82 | 82 |
| Other | 1,309 | 1,045 | 53 | 101 | - |
| 4,106 | 969 | 780 |
As at 31st December 2013 and 2012, the guarantees provided by the Group to third parties relative to bank guarantees and fidelity insurance provided to owners of works whose contracts are under various companies of the Group, detailed by currency, are as follows:
| 2013 | 2012 | |
|---|---|---|
| Czech Crowns | 3,752 | 4,309 |
| US Dollars | 422,540 | 252,855 |
| Capa Verde Escudos | 4,051 | 4,939 |
| Euros | 645,314 | 551,045 |
| Hungarian Forints | 4,410 | 4,389 |
| Angola Kwanzas | 17,562 | - |
| Malawian Kwachas | 7,386 | 15,226 |
| Mozambican Meticais | 34,999 | 33,363 |
| Peruvian New Sol | 139,499 | 90,062 |
| South African Rands | 6,865 | 3,783 |
| Brazilian Real | 60,913 | - |
| Polish Zlotys | 57,206 | 77,504 |
| Other | 660 | 1,935 |
| 1,405,157 | 1,039,411 |
| 2013 | 2012 | |
|---|---|---|
| Áreagolfe | 2,017 | 1,001 |
| Emocil | 8,251 | 3,010 |
| Empresa Construtora Brasil | 60,865 | - |
| Suma Group | 12,157 | 11,590 |
| Tertir Group | 40,338 | 36,969 |
| Manvia | 1,912 | 1,787 |
| ME- Central Europe Czech Rep. | 2,250 | - |
| MEEC Africa | 73,452 | - |
| MKC | - | 1,516 |
| Mota-Engil Environment & Services | 6,963 | 7,363 |
| Mota-Engil Angola | 79,061 | - |
| Mota-Engil Central Europe Hungary | 2,429 | 2,773 |
| Mota-Engil Central Europe Poland | 56,790 | 79,659 |
| Mota-Engil Engenharia | 837,129 | 707,380 |
| Mota-Engil Peru | 203,259 | 170,818 |
| Vibeiras | 9,579 | 8,752 |
| Other | 8,706 | 6,794 |
| 1,405,157 | 1,039,411 |
The Group has assumed liabilities related to defined benefit retirement plans attributed to various former employees and various current employees and directors.
The accounting policies for these plans adopted by the Group are described in subparagraph xix) of the Main valuation criteria in Note 1. Accounting Policies.
As at 31st December 2013 and 2012, the liabilities related to pensioners and to currently employed personnel refer almost entirely to Mota-Engil Engenharia (10,186 thousand euros and 10,129 thousand euros respectively), with the values of 548 thousand euros and 358 thousand euros, respectively, referring to other companies.
The values recognized through profit or loss, relative to the pension plan, for the years ended in 2013 and 2012, are of 23 thousand euros and 697 thousand euros, respectively (Note 10 and Note 28).
As at 31st December 2013 and 2012, the liabilities related to pensioners and to currently employed personnel of Mota-Engil Engenharia, as well as their respective coverage, are as follows.
| 2013 | 2012 | |
|---|---|---|
| Liabilities to pensioners | 1,099 | 1,609 |
| Liabilities to personnel in services | 9,087 | 8,519 |
| Provisions set aside (Note 28. Provisions) | 10,186 | 10,129 |
| % of cover | 100% | 100% |
The liabilities related to defined benefit pension plans are calculated in accordance with the projected unit credit method, based on the most suitable actuarial and financial assumptions for the established plan.
The actuarial studies relative to 31st December 2013 and 2012 assumed the following assumptions:
| 2013 | 2012 | |
|---|---|---|
| Mortality tables | TV 73/77 | TV 73/77 |
| Invalidity tables | EKV80 | EKV80 |
| Turnover table | PCRTurnOver | PCRTurnOver |
| Fund return rate | 4.5% | 4.5% |
| Expected wage increase rate | 2% | 2% |
| Pension discount rate | 4% | 4% |
| Pension growth rate | 0% | 0% |
| Age of retirement | 65 | 65 |
| Number of payments of the benefit | 14 | 14 |
Balances and transaction with associates and joint ventures, stated through the equity method, are not eliminated, and are as follows:
| 2013 | 2012 | |
|---|---|---|
| Accounts receivable | 48,477 | 33,938 |
| Accounts payable | 23,886 | 49,875 |
| Loans granted | 125,190 | 108,699 |
| Loans obtained | 10,075 | 10,699 |
| Sales & services rendered | 55,547 | 106,283 |
| Cost of merchandise sold and subcontracts | 9,053 | 12,307 |
| Interest gains | 3,880 | 4,788 |
| Interest costs | 336 | 499 |
Balances and transactions with shareholders of the Group with qualifying holdings or with other companies held by the Group are as follows:
| 2013 | 2012 | |
|---|---|---|
| Accounts receivable | 746 | 755 |
| Accounts payable | 24,571 | 99 |
| Vendas e prestações de serviços | 318 | 918 |
The heading "Accounts payable" to shareholders at the 31st of December 2013 includes in essence the remainder of the sum to be paid following acquisition of the stake in BAI – Banco Angolano de Investimentos (Note 20).
Balances and transactions were carried out with the following companies with shareholders that are common to the Group:
| António de Lago Cerqueira, SA |
|---|
| Cogera - Sociedade de Produção de Energia por Cogeração, Lda |
| Covelas - Energia, Lda |
| F.M. - Sociedade de Controlo, SGPS, SA |
| Mota Gestão e Participações, SGPS, SA |
| Sunviauto - Indústria de Componentes de Automóveis, SA |
The list of the Group's shareholders with qualifying holdings and respective directors and directors general is as follows:
| António Manuel Queirós Vasconcelos da Mota |
|---|
| Maria Manuela Queirós Vasconcelos Mota dos Santos |
| Maria Teresa Queirós Vasconcelos Mota Neves da Costa |
| Maria Paula Queirós Vasconcelos Mota de Meireles |
| Maria Inês Fonseca Vasconcelos Mota Sá |
| Carlos António Vasconcelos Mota dos Santos |
| F.M. - Sociedade de Controlo, SGPS, S.A. |
| Mota Gestão e Participações, SGPS, S.A. |
| António Manuel Queirós Vasconcelos da Mota |
|---|
| Gonçalo Nuno Gomes de Andrade Moura Martins |
| Arnaldo José Nunes da Costa Figueiredo |
| Maria Manuela Queirós Vasconcelos Mota dos Santos |
| Maria Teresa Queirós Vasconcelos Mota Neves da Costa |
| Maria Paula Queirós Vasconcelos Mota de Meireles |
| Ismael Antunes Hernandez Gaspar |
| Carlos António Vasconcelos Mota dos Santos |
| Maria Isabel da Silva Ferreira Rodrigues Peres |
| José Pedro Matos Marques Sampaio de Freitas |
| Luís Filipe Cardoso da Silva |
| Pedro Manuel Teixeira Rocha Antelo |
| Luís Valente de Oliveira |
| António Bernardo Aranha da Gama Lobo Xavier |
| António Manuel da Silva Vila Cova |
| Ismael Antunes Hernandez Gaspar | |
|---|---|
| António Martinho Ferreira de Oliveira | |
| Carlos António Vasconcelos Mota dos Santos | |
| Carlos António Vasconcelos Mota dos Santos | |
|---|---|
| Ismael Antunes Hernandez Gaspar | |
| Eduardo João Frade Sobral Pimentel | |
The Group's subsidiaries and associates are listed in Appendix A of these Notes to the consolidated financial statements.
The remuneration attributed to the members of the administration during the years ended on 31st December 2013 and 2012 reached the values of 3,831 thousand euros (of which 33,079 thousand euros represented fixed remuneration, 671 thousand euros represented variable remuneration and 81 thousand euros represented attendance fees attributed to non-executive directors) and of 4,285 thousand euros (of which 3,328 thousand euros represented fixed remuneration, 886 thousand euros represented variable remuneration and 71 thousand euros represented attendance fees attributed to non-executive directors), respectively.
These remunerations are determined by the Remuneration Committee, taking into account individual performance and the evolution of this type of labour market.
For each of these same fiscal years, the remuneration attributed to the Statutory Auditor reached 38 thousand euros and 46 thousand euros, respectively.
Various members of the administration have retirement plans with defined benefits. The information on these plans is presented in Note 31. Retirement plan benefits.
As at 31st December 2013 and 2012, the main assets and liabilities assigned to the extraction of the mineral resources of the Group are as follows:
| 2013 | 2012 | |
|---|---|---|
| Fixed: | ||
| Land under exploration | 43,673 | 44,504 |
| Buildings assigned to operations | 1,372 | 1,515 |
| Equipment assigned to operations | 10,711 | 10,231 |
| Inventories: | ||
| Mineral stock | 6,696 | 7,512 |
| Balances receivable | 13,053 | 13,272 |
| Balances payable | 8,085 | 9,170 |
The accounting of the land assigned to the extraction of mineral resources is carried out in accordance with the criteria described in subparagraph iv) of the Main valuation criteria in Note 1. Accounting Policies.
During 2013 and 2012, the Group's operating income and costs related to the extraction of mineral resources are as presented below:
| 2013 | 2012 | |
|---|---|---|
| Operating income | 31,372 | 33,937 |
| Operating costs | 30,602 | 31,659 |
| EBITDA | 770 | 2,278 |
| EBITDA margin | 2.5% | 6.7% |
During 2013 and 2012, the cash flow of the business of extraction of mineral resources is as follows:
| 2013 | 2012 | |
|---|---|---|
| Cash receipts from customers | 31,591 | 39,357 |
| Cash paid to suppliers | (31,687) | (38,845) |
| Operating Cash-flow | (96) | 512 |
| Acquisition of fixed assets | (739) | (1,473) |
| Sale of fixed assets | 771 | 147 |
| Investment Cash-flow | 32 | (1,326) |
During 2013 and 2012, the net income attributable to non-controlling interests is broken down as presented below:
| Consolidated net profit of the year attributable to non-controlling interests | 2013 | 2012 |
|---|---|---|
| Empresa Construtora Brasil | 579 | - |
| Suma Group subsidiaries | 2,734 | 2,424 |
| Tertir Group subsidiaries | 7,575 | 4,855 |
| Mota-Engil Angola | 23,188 | 23,325 |
| Vista Waste | 2,947 | 2,303 |
| Other | 940 | 354 |
| 37,964 | 33,261 |
As at 31st December 2013 and 2012, the equity attributable to non-controlling interests is as presented below:
| Own funds attributable to non-controlling interests | 2013 | 2012 |
|---|---|---|
| Empresa Construtora Brasil | 14,049 | - |
| Suma Group subsidiaries | 25,763 | 23,135 |
| Tertir Group subsidiaries | 94,126 | 28,070 |
| Mota-Engil Angola | 57,692 | 49,823 |
| Vista Waste | 5,105 | 8,775 |
| Other | 4,996 | 2,058 |
| 201,731 | 111,860 |
Following the strategy which the GROUP has in the areas of diversification which includes the search for partners who will boost the investment and expansion capacity of business mainly replicating in overseas markets the diversification experience in the national market, during 2013 a minority holding of 36.875% was disposed of in TTP (a company which specialises in port concessions located on the Atlantic coast of the Iberian peninsula in the sum of 59 million euros. Said company has stakes in the following port concessions: LISCONT; TCL; SOTAGUS; SOCARPOR AVEIRO; SADOPORT; TERSADO; SEALINE; FERROL. This operation does not change any relationship of control which the GROUP holds over said company nor the respective concessions. In accordance with the accounting policies for the GROUP which observe the IFRS 3 – "Concentration of business activities", this transaction between holders of capital only affected the headings of equity which explains the variation in "Equity attributable to interests which are not controlled" for the "GRUPO TERTIR PARTICIPADAS" in 2013 compared with 2012.
During the year ended on 31st December 2013, there were no materially relevant alterations to the perimeter, hence the effects are not presented under the main headings of the statement of the financial position and income statement.
The most significant variations are attached to the change in the consolidation method for the GRUPO SOLTYSOWSKA to the global integration method and the entry into the consolidation perimeter of the company EMPRESA CONSTRUTORA BRASIL, whose most relevant impacts are presented under the heading "Perimeter alteration", in the respective Notes.
During 2013, the alterations which occurred in the consolidation perimeter, in terms of companies entering and leaving, were as follows:
Lanval Acquisition Business Area - Europe - Engineering and Construction
| Parent Company of the Group and Related Activities |
|---|
| Sangobiar |
| Business Area - Europe - Environment and Services |
| Indaqua Oliveira de Azeméis TCR |
| Business Area - Africa |
| Cosamo |
| Imolap |
| Malawi Ports Company |
| Malawi Shipping Company |
| Martinox |
| Vista Multi Services |
| Business Area - Latin America |
| Empresa Constutora Brasil |
| Green Water |
| Marañon |
| Mota-Engil Energia Peru |
| MEAS Peru |
| Santa Clara |
| Construcciones dos Puertos |
| Eco Innovacion |
| GISA |
| Tarucani |
TTP
| Business Area - Europe Engineering and Construction |
|---|
| Immo Park Gdańsk |
| ME Central Europe PPP 2 |
| Business Area - Europe - Environment and Services |
| TERGEP |
| Parent Company of the Group and related activities |
|---|
| Change in holding percentage of Nortenha society |
| Business Area - Europe Engineering and Construction |
| Change in holding percentage of Wilanow society (acquisition of 20%) |
| Change in holding percentage of Immo Park society (acquisition of 11% of EMSA) |
| Change in holding percentage of the companies of Obol Invest Group (acquisition of 2.5%) |
| Business Area - Europe - Environment and Services |
| Acquisition of 5% of the holding of Real Verde society |
| Disposal of 10% of the holding of Enviroil II society |
| Acquisition of 48% of the holding of Proempar society |
| Change in holding percentage of PTT society through the acquisition of 48% of Proempar's holding |
| Acquisition of 10% of the holding of PTT society |
| Change in holding percentage of the societies of the Tertir Group, through the reorganising of this Group |
| Disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Liscot society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Sotagus society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Tersado society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of SLPP society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Sadoport society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Operestiva society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Socarpor SGPS society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Socarpor Aveiro society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of TCL society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Ferrol society through the disposal of 36.88% of the holding of TTP society |
| Change in holding percentage of Sealine society through the disposal of 36.88% of the holding of TTP society |
| Exclusion from the perimeter of Ternor society through merger with TERGEP |
| Change in holding percentage of TPE Paita society, through the reorganising of the Tertir Group |
|---|
| Change in holding percentage of Tertir Peru society, through the reorganising of the Tertir Group |
| Business Area - Europe - Engineering and Construction |
|---|
| Disposal of Berd |
| Disposal of Planinova |
| Disposal of Probigalp |
| Business Area - Europe - Environment and Services |
| Disposal of Vortal Group |
| Disposal of EMSA |
| Disposal of Emsway |
| Disposal of Parquegil |
Asinter (available for sale)
| Change in the consolidation method of equivalent equity for global integration of the following companies of Europe Engineering and Construction: | |||||
|---|---|---|---|---|---|
| Balice | |||||
| Centralna | |||||
| ME PD | |||||
| Sikorki | |||||
| Soltysowska | |||||
| Change in the consolidation method of equivalent equity for global integration of the following companies of Africa: | |||||
| Akwangola | |||||
| Vista SA | |||||
| Vista Water |
The key indicators of the Group's consolidated financial statements for the past 5 year are presented below:
| 2013 | 2012 | 2011 | 2010 | 2009 restated |
|
|---|---|---|---|---|---|
| Sales and services rendered | 2,313,702 | 2,243,167 | 2,176,072 | 2,004,551 | 1,978,733 |
| EBITDA | 362,839 | 287,455 | 295,957 | 237,294 | 196,268 |
| EBIT | 242,876 | 171,180 | 169,384 | 131,746 | 112,493 |
| Financial profit / (loss) | (106,243) | (82,483) | (79,714) | (50,928) | (47,836) |
| Consolidated net profit / (loss) attributable: | |||||
| to Non-Controlling interests | 37,964 | 33,261 | 37,646 | 32,406 | 9,947 |
| to the Group | 50,505 | 40,746 | 33,432 | 36,951 | 72,612 |
| 2013 | 2012 | 2011 | 2010 | 2009 restated |
|
|---|---|---|---|---|---|
| Assets | |||||
| Non- current | 1,599,410 | 1,414,415 | 1,499,574 | 1,544,114 | 1,416,446 |
| Non- current available for sale | 30,311 | 79,398 | 86,340 | 67,807 | 29,044 |
| Current | 2,143,708 | 2,104,936 | 1,938,383 | 1,844,245 | 1,458,408 |
| 3,773,429 | 3,598,749 | 3,524,297 | 3,456,166 | 2,903,897 | |
| Liabilities | |||||
| Non - current | 1,066,469 | 912,530 | 1,054,130 | 1,049,494 | 878,823 |
| Current | 2,147,734 | 2,250,238 | 2,055,343 | 1,925,942 | 1,632,264 |
| 3,214,203 | 3,162,768 | 3,109,472 | 2,975,436 | 2,511,087 | |
| Equity Capital | |||||
| attributable to the Group | 357,495 | 324,121 | 312,992 | 411,707 | 342,609 |
| attributable to non-controlling | 201,731 | 111,860 | 101,833 | 69,023 | 50,202 |
| 559,226 | 435,981 | 414,825 | 480,730 | 392,811 | |
| 3,773,429 | 3,598,749 | 3,524,297 | 3,456,166 | 2,903,897 |
During the years ended on 31st December 2013 and 2012, the amounts paid for the acquisition of financial investments are detailed as follows:
| 2013 | 2012 | |
|---|---|---|
| Banco Angolano de Investimentos | 15,500 | - |
| Carbine Tungstene | - | 1,704 |
| Empresa Construtora do Brasil | - | 19,462 |
| Martinox | - | 1,837 |
| Sangobiar Peru | - | 368 |
| Other | 4,926 | 11,625 |
| 20,426 | 34,995 |
The value under "Other" primarily refers to additional paid-capital provided to the associates Haçor and HL - Sociedade Gestora do Edifício.
During the years ended on 31st December 2013 and 2012, the amounts received in the disposal of financial investments are detailed as follows:
| 2013 | 2012 | |
|---|---|---|
| Auto- Sueco | 14,191 | - |
| Berd | 2,500 | - |
| Cimertex & Cª | 8,641 | - |
| Cimertex Angola | 3,539 | - |
| Emsa | 5,102 | - |
| Vortal Group | 6,500 | - |
| Indaqua (5%) | - | 3,000 |
| Mota-Engil Angola | 17,856 | - |
| Promissory note from Malawi Government | 10,956 | - |
| TTP (36,88%) (Nota 34) | 59,000 | - |
| Other | 2,528 | 2,359 |
| 130,813 | 5,359 |
During the years ended on 31st December 2013 and 2012, non-current assets held for sale, by business segment, are as follows:
| 2013 | 2012 | |
|---|---|---|
| Europe Engineering & Construction | 332 | 14,414 |
| Europe Environment & Services | 29,980 | 64,983 |
| 30,311 | 79,398 |
As at 31st December 2013, this heading is primarily composed of a non-operational plot of land, whose value will be recovered through their sale and not through their continued use. Although the land had already been included under this heading in 2012 for Portugal Environment & Services, during 2013 it has not yet been possible to carry out their sale. However, both parties (buyer and seller) continue willing to conclude this business, which is merely pending various legal and administrative procedures. Furthermore, since the fair value of these plots of land minus the expected costs of the sale is higher than their acquisition, these properties are recorded at cost.
The variation in Europe Environment and services is due to the transfer of a plot of land for future capitalisation under the heading "Investment properties" (Note 21).
The value of non-current assets held for sale at the 31st of December 2012 in the Europe Engineering and services division concerns principally the subsidiary MAMAIA which was the object of disposal in 2013.
The Group uses its internal organisation for management effects based on its reporting of information by operating segments.
The GROUP was organised by geographic areas Europe Engineering & Construction, Europe Environment & Services, Africa and Latin America.
As with the previous procedure, the values relative to the Company, to MESP and the Group companies of the Tourism are included under the heading "Other, eliminations and intra-group", which also includes the amounts relative to flows and balances between the operating segments.
The statement of consolidated net operating income by operating segment is broken down as follows:
| 2013 | Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Others, eliminations & intra-group |
Mota-Engil Group |
|---|---|---|---|---|---|---|
| Sales & services rendered | 588,258 | 328,236 | 1,008,918 | 426,105 | (37,815) | 2,313,702 |
| Other revenues | 67,494 | 11,377 | 18,455 | 6,457 | (42,382) | 61,401 |
| Cost of goods sold, mat. Cons. & Subcontractors | (422,011) | (129,049) | (409,791) | (152,798) | 49,904 | (1,063,745) |
| Gross profit | 233,741 | 210,565 | 617,582 | 279,764 | (30,293) | 1,311,359 |
| Third-party supplies & services | (115,956) | (79,321) | (216,887) | (136,801) | 46,640 | (502,325) |
| Wages and salaries | (108,914) | (67,035) | (148,662) | (105,600) | (16,558) | (446,769) |
| Other operating income / (expenses) | 16,844 | (4,468) | (7,883) | (1,873) | (2,046) | 574 |
| EBITDA | 25,714 | 59,741 | 244,150 | 35,490 | (2,257) | 362,839 |
| Depreciation & Amortization | (25,414) | (20,020) | (49,595) | (6,741) | (957) | (102,727) |
| Provisions and impairment losses | (9,997) | (1,559) | (1,773) | (3,692) | (215) | (17,236) |
| Operating profit | (9,697) | 38,163 | 192,782 | 25,057 | (3,429) | 242,876 |
| 2012 | Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Others, eliminations & intra-group |
Mota-Engil Group |
|---|---|---|---|---|---|---|
| Sales & services rendered | 927,028 | 316,411 | 728,811 | 313,856 | (42,938) | 2,243,167 |
| Other revenues | 115,078 | 6,462 | 42,818 | 8,695 | (90,060) | 82,992 |
| Cost of goods sold, mat. Cons. & Subcontractors | (650,055) | (115,353) | (333,850) | (98,237) | 51,197 | (1,146,298) |
| Gross profit | 392,050 | 207,520 | 437,779 | 224,313 | (81,801) | 1,179,862 |
| Third-party supplies & services | (177,060) | (78,534) | (183,089) | (107,850) | 83,720 | (462,812) |
| Wages and salaries | (150,155) | (68,672) | (104,442) | (76,928) | (16,477) | (416,673) |
| Other operating income / (expenses) | 788 | (5,850) | (13,793) | (6,149) | 12,082 | (12,922) |
| EBITDA | 65,623 | 54,464 | 136,456 | 33,387 | (2,475) | 287,455 |
| Depreciation & Amortization | (41,864) | (20,837) | (22,608) | (5,364) | (675) | (91,349) |
| Provisions and impairment losses | (14,029) | (6,509) | (3,018) | (1,370) | - | (24,926) |
| Operating profit | 9,731 | 27,118 | 110,830 | 26,652 | (3,150) | 171,180 |
As at 31st December 2013 and 2012, the sales and services rendered between business segments are included in the column "Other, eliminations and intra-group" and are immaterial.
Gains/(losses) in associates and joint ventures for 2013 are primarily explained by the effect of the application of the equity method to the financial investment held in Martifer and in the Ascendi Group (Note 12).
During the years ended on 31st December 2013 and 2012, the intra-group sales were made at prices similar to those practised for sales to external customers.
The main headings of the consolidated financial position by operating segment are broken down as follows:
| 2013 | Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Others, eliminations & intra-group |
Mota-Engil Group |
|---|---|---|---|---|---|---|
| Goodwill | 11,948 | 112,098 | 3,424 | 6,141 | - | 133,611 |
| Intangible fixed assets | 25,837 | 117,408 | 2,873 | 6,384 | (19,338) | 133,164 |
| Tangible fixed assets | 243,088 | 97,500 | 264,940 | 65,840 | 19,236 | 690,603 |
| Financial investments under the equity method | 25,094 | 35,140 | 772 | 28,632 | 128,531 | 218,169 |
| Investments properties | 17,496 | 37,808 | - | - | - | 55,304 |
| Customers & other debtors (non-current) | 137,625 | 25,527 | 1,287 | 27,743 | 20,877 | 213,059 |
| Non-current assets Held for sale | 332 | 29,980 | - | - | - | 30,311 |
| Customers | 146,108 | 121,483 | 702,008 | 39,124 | (30,239) | 978,484 |
| Other debtors | 106,368 | 70,241 | 213,250 | 42,569 | (149,425) | 283,002 |
| Other current assets | 51,103 | 11,651 | 96,042 | 106,955 | (862) | 264,889 |
| Sundry creditors (non-current) | 39,516 | 168,614 | 54,059 | 48,733 | (125,781) | 185,141 |
| Provisions | 49,745 | 36,068 | 3,864 | - | 9,635 | 99,312 |
| Other non-current liabilities | 1,452 | 599 | - | - | 984 | 3,034 |
| Suppliers | 258,659 | 75,621 | 148,761 | 55,587 | (50,515) | 488,113 |
| Sundry Creditors | 178,970 | 50,388 | 339,388 | 89,383 | (134,347) | 523,782 |
| Other current liabilities | 128,716 | 46,588 | 347,784 | 37,297 | (9,064) | 551,321 |
| 2012 | Europe Engineering & Construction |
Europe Environment & Services |
Africa | Latin America | Others, eliminations & intra-group |
Mota-Engil Group |
|---|---|---|---|---|---|---|
| Goodwill | 13,605 | 113,295 | 132 | - | - | 127,032 |
| Intangible fixed assets | 20,478 | 119,313 | 2,099 | 1,986 | (18,826) | 125,050 |
| Tangible fixed assets | 317,117 | 103,826 | 132,680 | 39,560 | 20,248 | 613,431 |
| Financial investments under the equity method | 26,233 | 31,982 | 33,172 | 25,515 | 102,004 | 218,905 |
| Investments properties | 63,888 | 2,297 | - | - | - | 66,185 |
| Customers & other debtors (non-current) | 265,210 | 19,751 | 3,188 | 53 | (113,770) | 174,431 |
| Non-current assets Held for sale | 14,414 | 64,983 | - | - | - | 79,398 |
| Customers | 264,610 | 140,885 | 546,877 | 19,070 | (46,976) | 924,465 |
| Other debtors | 187,649 | 47,879 | 236,920 | 26,325 | (179,937) | 318,836 |
| Other current assets | 60,003 | 9,911 | 148,484 | 102,047 | 897 | 321,342 |
| Sundry creditors (non-current) | 89,776 | 197,063 | 92,310 | 36,993 | (126,801) | 289,340 |
| Provisions | 41,486 | 45,299 | 1,978 | 1,353 | 9,510 | 99,626 |
| Other non-current liabilities | 270 | 130 | - | - | 1,011 | 1,411 |
| Suppliers | 377,776 | 93,698 | 168,673 | 28,367 | (142,659) | 525,855 |
| Sundry Creditors | 299,496 | 46,800 | 248,540 | 55,600 | (137,032) | 513,404 |
| Other current liabilities | 147,380 | 48,300 | 338,729 | 38,817 | 4,665 | 577,892 |
The statement of consolidated net operating income for the Portugal Engineering & Construction segment is broken down as follows:
| Europe Engineering & Construction | Notes | 2013 | 2012 |
|---|---|---|---|
| Sales & Services rendered | 588,258 | 927,028 | |
| Other revenues | 67,494 | 115,078 | |
| Cost of goods sold, mat. Cons. & subcontractors | (422,011) | (650,055) | |
| Gross profit | 233,741 | 392,050 | |
| Third-party supplies & services | 39.1.1 | (115,956) | (177,060) |
| Wages and salaries | (108,914) | (150,155) | |
| Other operating income/ (expenses) | 16,844 | 788 | |
| EBITDA | 25,714 | 65,623 | |
| Depreciation & Amortization | 9 | (25,414) | (41,864) |
| Provisions & impairment losses | 10 | (9,997) | (14,029) |
| Operating profit | (9,697) | 9,731 |
The main headings of the consolidated financial position for the Europe Engineering & Construction segment are broken down as follows:
| Europe Engineering & Construction | Notes | 2013 | 2012 |
|---|---|---|---|
| Goodwill | 16 | 11,948 | 13,605 |
| Intangible fixed assets | 17 | 25,837 | 20,478 |
| Tangible fixed assets | 18 | 243,088 | 317,117 |
| Financial investments under the equity method | 19 | 25,094 | 26,233 |
| Investment properties | 21 | 17,496 | 63,888 |
| Costumers & other debtors (Non-current) | 39.1.2 | 137,625 | 265,210 |
| Non-current assets Held for sale | 38 | 332 | 14,414 |
| Customers | 39.1.2 | 146,108 | 264,610 |
| Other debtors | 39.1.2 | 106,368 | 187,649 |
| Other current assets | 39.1.2 | 51,103 | 60,003 |
| Sundry creditors (Non-current) | 39.1.3 | 39,516 | 89,776 |
| Provisions | 28 | 49,745 | 41,486 |
| Other non-current liabilities | 39.1.4 | 1,452 | 270 |
| Suppliers | 39.1.3 | 258,659 | 377,776 |
| Sundry creditors | 39.1.3 | 178,970 | 299,496 |
| Other current liabilities | 39.1.4 | 128,716 | 147,380 |
Third party suppliers and services, for the years ended on 31st December 2013 and 2012, are broken down as follows:
| Europe Engineering & Construction | 2013 | 2012 |
|---|---|---|
| Leases & rents | 54,530 | 81,650 |
| Specialised works | 5,606 | 15,872 |
| Transport, travel and board & lodging | 5,787 | 16,480 |
| Maintenance & repairs | 7,929 | 10,932 |
| Fuel | 3,779 | 5,160 |
| Insurance | 3,190 | 4,513 |
| Comissions & fees | 1,150 | 3,549 |
| Water & electricity | 3,771 | 4,222 |
| Utensils & office equipment | 1,188 | 1,865 |
| Vigilance & security | 2,269 | 3,067 |
| Communications | 858 | 1,180 |
| Adevrtising & publicity | 444 | 444 |
| Other supplies & services | 25,454 | 28,126 |
| 115,956 | 177,060 |
The information on loans and accounts receivable from customers, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Europe Engineering & Construction | Non-current | Current | ||
|---|---|---|---|---|
| Costumers | 2013 | 2012 | 2013 | 2012 |
| Trade accounts receivable | ||||
| Gross value: | 24,153 | 60,131 | 177,567 | 297,616 |
| Other, eliminations & intra-Group | ||||
| 24,153 | 60,131 | 177,567 | 297,616 | |
| Accumulated impairment losses | (1,631) | (1,032) | (32,570) | (34,236) |
| 22,522 | 59,100 | 144,998 | 263,380 | |
| Trade accounts - Bills receivable | 476 | 476 | 1,110 | 1,231 |
| 22,998 | 59,575 | 146,108 | 264,610 |
The information on loans and accounts receivable from other debtors, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Europe Engineering & Construction | Non-current | Current | ||
|---|---|---|---|---|
| Other debtors | 2013 | 2012 | 2013 | 2012 |
| Associate and related companies | ||||
| Gross value | 76,731 | 207,507 | 5,542 | 30,667 |
| Accumulated impairment losses | (5,969) | (6,387) | - | - |
| 70,762 | 201,120 | 5,542 | 30,667 | |
| Advances to suppliers | 907 | 1,862 | ||
| State & other public entities | - | - | 13,905 | 18,320 |
| Other | ||||
| Gross value | 43,865 | 4,515 | 91,333 | 141,327 |
| Accumulated impairment losses | - | - | (5,320) | (4,527) |
| 43,865 | 4,515 | 86,013 | 136,800 | |
| 114,627 | 205,635 | 106,368 | 187,649 | |
| Costumers and other debtors | 137,625 | 265,210 | 252,476 | 452,259 |
The heading "Other current assets" is broken down as follows:
| Europe Engineering & Construction | 2013 | 2012 |
|---|---|---|
| Accrued income | ||
| Production not invoiced | 37,698 | 41,618 |
| Interest receivable | 324 | 391 |
| Other accrued income | 4,908 | 13,542 |
| 42,930 | 55,551 | |
| Deferred costs | ||
| Insurance | 1,638 | 2,119 |
| Other deferred costs | 6,535 | 2,333 |
| 8,172 | 4,452 | |
| 51,103 | 60,003 |
The information relative to trade liabilities and other liabilities payable, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Europe Engineering & Construction | Non-current | Current | ||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Suppliers | 16,789 | 26,077 | 258,659 | 377,776 |
| 16,789 | 26,077 | 258,659 | 377,776 | |
| Suppliers of fixed assets | 21,943 | 61,780 | 22,891 | 40,859 |
| Group companies, associates & other | - | 686 | 7,418 | 3,015 |
| Costomer prepayments on account of sales | 7 | 326 | 7,379 | 15,303 |
| State & other public entities | - | - | 7,523 | 26,491 |
| Other creditors | 778 | 906 | 133,758 | 213,829 |
| 22,727 | 63,699 | 178,970 | 299,496 | |
| 39,516 | 89,776 | 437,629 | 677,272 |
As at 31st December 2013 and 2012, the information on other non-current liabilities is as follows:
| Other non-current liabilities - Europe Engineering & Construction | 2013 | 2012 |
|---|---|---|
| Deferred income | ||
| Investment subsidies | 1,452 | 270 |
| 1,452 | 270 |
The information on other current liabilities, for the years ended on 31st December 2013 and 2012 is as follows:
| Other non-current liabilities - Europe Engineering & Construction | 2013 | 2012 |
|---|---|---|
| Accrued costs | ||
| Cost of holiday pay & bonus | 11,251 | 14,689 |
| Interest payable | 2,558 | 2,944 |
| Work in progress by suppliers not billed | 99,662 | 56,731 |
| Other accrued costs | 13,366 | 42,659 |
| 126,837 | 117,024 | |
| Deferred income | ||
| Invoicing in advance | 646 | 27,330 |
| Investments subsidies | 484 | 2,064 |
| Rents on own properties | 12 | 353 |
| Other deferred income | 738 | 609 |
| 1,879 | 30,356 | |
| 128,716 | 147,380 |
The statement of consolidated net operating income for the Portugal Environment & Services segment is broken down as follows:
| Europe Environment & Services | Notes | 2013 | 2012 |
|---|---|---|---|
| Sales & services rendered | 328,236 | 316,411 | |
| Other revenues | 11,377 | 6,462 | |
| Cost of goods sold, mat. Cons. & subcontractors | (129,049) | (115,353) | |
| Gross profit | 210,565 | 207,520 | |
| Third-party supplies & services | 39.2.1 | (79,321) | (78,534) |
| Wages and salaries | (67,035) | (68,672) | |
| Other operating income / (expenses) | (4,468) | (5,850) | |
| EBITDA | 59,741 | 54,464 | |
| Depreciation & Amortization | 9 | (20,020) | (20,837) |
| Provisions and impairment losses | 10 | (1,559) | (6,509) |
| Operating profit | 38,163 | 27,118 |
The main headings of the consolidated financial position for the Portugal Environment & Services segment are broken down as follows:
| Europe Environment & Services | Notes | 2013 | 2012 |
|---|---|---|---|
| Goodwill | 16 | 112,098 | 113,295 |
| Intangible fixed assets | 17 | 117,408 | 119,313 |
| Tangible fixed assets | 18 | 97,500 | 103,826 |
| Financial investments under the equity method | 19 | 35,140 | 31,982 |
| Investment properties | 21 | 37,808 | 2,297 |
| Costumers & other debtors (non-current) | 39.2.2 | 25,527 | 19,751 |
| Non-current assets held for sale | 38 | 29,980 | 64,983 |
| Costumers | 39.2.2 | 121,483 | 140,885 |
| Other debtors | 39.2.2 | 70,241 | 47,879 |
| Other current assets | 39.2.2 | 11,651 | 9,911 |
| Sundry creditors (non-current) | 39.2.3 | 168,614 | 197,063 |
| Provisions | 28 | 36,068 | 45,299 |
| Other non-current liabilities | 39.2.4 | 599 | 130 |
| Suppliers | 39.2.3 | 75,621 | 93,698 |
| Sundry creditors | 39.2.3 | 50,388 | 46,800 |
| Other current liabilities | 39.2.4 | 46,588 | 48,300 |
Third party supplies and services, for the years ended on 31st December 2013 and 2012, are broken down as follows:
| Europe Environment & Services | 2013 | 2012 |
|---|---|---|
| Leases & rents | 34,363 | 32,937 |
| Specialised works | 6,728 | 8,915 |
| Transport, travel and board & lodging | 3,083 | 3,193 |
| Maintenance & repairs | 10,801 | 10,026 |
| Fuel | 7,536 | 7,960 |
| Insurance | 2,440 | 2,399 |
| Comissions & fees | 1,122 | 1,315 |
| Water & electricity | 3,200 | 3,140 |
| Utensils & office equipment | 1,639 | 1,500 |
| Vigilance & security | 1,620 | 1,624 |
| Communications | 1,040 | 1,075 |
| Advertising & publicity | 422 | 346 |
| Other supplies & services | 5,325 | 4,103 |
| 79,321 | 78,534 |
The information on loans and accounts receivable from customers, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Europe Environment & Services | Non-current | Current | ||
|---|---|---|---|---|
| Customers | 2013 | 2012 | 2013 | 2012 |
| Trade accounts receivable | ||||
| Gross value: | 1,206 | 583 | 125,990 | 144,812 |
| 1,206 | 583 | 125,990 | 144,812 | |
| Accumalted impairment losses | (163) | (141) | (5,418) | (4,994) |
| 1,043 | 442 | 120,572 | 139,818 | |
| Trade accounts - bills receivable | - | - | 910 | 1,067 |
| 1,043 | 442 | 121,483 | 140,885 |
The information on loans and accounts receivable from other debtors, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Europe Environment & Services | Non-Current | Current | ||
|---|---|---|---|---|
| Other debtors | 2013 | 2012 | 2013 | 2012 |
| Associate and related companies | ||||
| Gross value | 24,484 | 19,127 | 13,367 | 65 |
| 24,484 | 19,127 | 13,367 | 65 | |
| Advances to suppliers | - | - | 480 | 437 |
| State & other public entities | - | - | 8,556 | 10,121 |
| Other | ||||
| Gross value | - | 183 | 64,171 | 53,733 |
| Accumulated impairment losses | - | - | (16,333) | (16,476) |
| - | 183 | 47,838 | 37,257 | |
| 24,484 | 19,309 | 70,241 | 47,879 | |
| Customers and other debtors | 25,527 | 19,751 | 191,723 | 188,764 |
The heading "Other current assets" is broken down as follows:
| Europe Environment & Services | 2013 | 2012 |
|---|---|---|
| Accrued income | ||
| Production and services rendered not invoiced | 5,130 | 3,500 |
| Interest receivable | 186 | 105 |
| Other accrued income | 2,161 | 2,137 |
| 7,477 | 5,741 | |
| Deferred costs | ||
| Insurance | 934 | 736 |
| Other deferred costs | 3,240 | 3,434 |
| 4,174 | 4,169 | |
| 11,651 | 9,911 |
The information on trade liabilities and other liabilities payable, for the years ended on 31 December 2013 and 2012, is broken down as follows:
| Europe Environment & Services | Non-Current | Current | |||
|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | ||
| Suppliers | 25 | - | 75,621 | 93,698 | |
| 25 | - | 75,621 | 93,698 | ||
| Suppliers of fixed assets | 53,751 | 64,215 | 12,087 | 15,757 | |
| Group companies, associate and other shareholders | 111,653 | 130,322 | 4,011 | 6,379 | |
| Customer prepayment on account of sales | 3 | - | 1,499 | 1,329 | |
| State & other public entities | - | - | 6,223 | 1,412 | |
| Other creditors | 3,182 | 2,526 | 26,568 | 21,924 | |
| 168,589 | 197,063 | 50,388 | 46,800 | ||
| 168,614 | 197,063 | 126,009 | 140,498 |
As at 31 December 2013 and 2012, the information relative to the other non-current liabilities is as follows:
| Other non current liabilities - Portugal Environment & Services | 2013 | 2012 |
|---|---|---|
| Deferred income | ||
| Ivestment subsidies | 572 | 130 |
| Other income | 26 | - |
| 599 | 130 |
The information on other current liabilities, for the years ended on 31st December 2013 and 2012, is as follows:
| Other current liabilities - Portugal Environment & Services | 2013 | 2012 |
|---|---|---|
| Accrued costs | ||
| Cost of holiday pay & bonus | 8,620 | 6,810 |
| Interes payable | 1,394 | 1,238 |
| Work in progress by suppliers not billed | 1,554 | - |
| Other accrued costs | 11,229 | 11,887 |
| 22,797 | 19,934 | |
| Deferred income | ||
| Investment subsidies | 404 | 128 |
| Rents on own properties | 9 | 9 |
| Other deferred income | 23,378 | 28,229 |
| 23,791 | 28,366 | |
| 46,588 | 48,300 |
The statement of consolidated net operating income for the Africa segment is broken down as follows:
| Africa | Notes | 2013 | 2012 |
|---|---|---|---|
| Sales & services rendered | 1,008,918 | 728,811 | |
| Other revenues | 18,455 | 42,818 | |
| Cost of Goods sold, mat. Cons. & Subcontractors | (409,791) | (333,850) | |
| Gross Profit | 617,582 | 437,779 | |
| Third-party supplies & services | 39.3.1 | (216,887) | (183,089) |
| Wages and salaries | (148,662) | (104,442) | |
| Other operating income / (expenses) | (7,883) | (13,793) | |
| EBITDA | 244,150 | 136,456 | |
| Depreciation & Amortization | 9 | (49,595) | (22,608) |
| Provisions and impairment losses | 10 | (1,773) | (3,018) |
| Operating profit | 192,782 | 110,830 |
The main headings of the consolidated financial position for the Africa segment are broken down as follows:
| Africa | Notes | 2013 | 2012 |
|---|---|---|---|
| Goodwill | 16 | 3,424 | 132 |
| Intangible fixed assets | 17 | 2,873 | 2,099 |
| Tangible fixed assets | 18 | 264,940 | 132,680 |
| Financial investments under the equity method | 19 | 772 | 33,172 |
| Customers & other debtors (Non-Current) | 39.3.2 | 1,287 | 3,188 |
| Customers | 39.3.2 | 702,008 | 546,877 |
| Other debtors | 39.3.2 | 213,250 | 236,920 |
| Other current assets | 39.3.2 | 96,042 | 148,484 |
| Sundry creditors (Non-current) | 39.3.3 | 54,059 | 92,310 |
| Provisions | 28 | 3,864 | 1,978 |
| Suppliers | 39.3.3 | 148,761 | 168,673 |
| Sundry Creditors | 39.3.3 | 339,388 | 248,540 |
| Other current liabilities | 39.3.4 | 347,784 | 338,729 |
Third party supplies and services for the years ended on 31st December 2013 and 2012 are broken down as follows:
| Africa | 2013 | 2012 |
|---|---|---|
| Leases & rents | 78,016 | 76,942 |
| Sepcialised works | 58,072 | 34,290 |
| Transport, travel and board & lodging | 38,442 | 25,042 |
| Maintenance & repairs | 2,937 | 13,481 |
| Fuel | 2,863 | 1,866 |
| Insurance | 5,613 | 5,159 |
| Commissions & fees | 517 | 264 |
| Water & electricity | 1,016 | 961 |
| Utensils & office equipment | 2,046 | 2,425 |
| Vigilance & security | 2,841 | 3,033 |
| Communications | 3,748 | 2,672 |
| Advertising & publicity | 402 | 754 |
| Other supplies & services | 20,375 | 16,199 |
| 216,887 | 183,089 |
The information on loans and accounts receivable from customers for the years ended on 31st December 2013 and 2012 is broken down as follows:
| Africa | Non-Current | Current | ||
|---|---|---|---|---|
| Customers | 2013 | 2012 | 2013 | 2012 |
| Trade accounts receivable | ||||
| Gross value: | 167 | 68 | 751,145 | 570,475 |
| 167 | 68 | 751,145 | 570,475 | |
| Accumulated impairment losses | - | - | (49,137) | (23,599) |
| 167 | 68 | 702,008 | 546,877 |
The information on loans and accounts receivable from other debtors for the years ended on 31st December 2013 and 2012 is broken down as follows:
| Africa | Non-current | Current | ||
|---|---|---|---|---|
| Other debtors | 2013 | 2012 | 2013 | 2012 |
| Associate and related companies | ||||
| Gross Value: | 893 | 2,791 | 116 | 822 |
| 893 | 2,791 | 116 | 822 | |
| Advances to suppliers | - | - | 3,539 | 10,233 |
| State & other public entities | - | - | 18,508 | 19,638 |
| Other | ||||
| Gross Value | 227 | 329 | 191,131 | 206,949 |
| Accumulated impairment losses | - | - | (44) | (722) |
| 227 | 329 | 191,087 | 206,227 | |
| 1,120 | 3,120 | 213,250 | 236,920 | |
| Customers & other debtors | 1,287 | 3,188 | 915,258 | 783,797 |
The heading "Other current assets" is broken down as follows:
| Africa | 2013 | 2012 |
|---|---|---|
| Accrued income | ||
| Production and services rendered not invoiced | 76,671 | 101,055 |
| Other accrued income | 1,021 | 511 |
| 77,693 | 101,566 | |
| Deferred costs | ||
| Insurance | 759 | 860 |
| Other deferred costs | 17,590 | 46,058 |
| 18,349 | 46,918 | |
| 96,042 | 148,484 |
| Africa | Non-current | Current | ||||
|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |||
| Suppliers | 4,165 | 807 | 148,761 | 168,673 | ||
| 4,165 | 807 | 148,761 | 168,673 | |||
| Suppliers of fixed assets | 33,087 | 194 | 46,567 | 23,540 | ||
| Group companies, associates & shareholders | 1,311 | 2,049 | 41,874 | 50,872 | ||
| Customers prepayments on account of sales | 15,495 | 60,668 | 128,165 | 125,879 | ||
| State & other public entities | - | - | 35,538 | 22,722 | ||
| Other creditors | (0) | 28,591 | 87,244 | 25,528 | ||
| 49,893 | 91,502 | 339,388 | 248,540 | |||
| 54,059 | 92,310 | 488,149 | 417,213 |
The information on other current liabilities, for the years ended on 31st December 2013 and 2012, is as follows:
| Other current liabilities - Africa | 2013 | 2012 |
|---|---|---|
| Accrued costs | ||
| Cost of holiday pay and bonus | 8,841 | 5,269 |
| Interest payable | 1,579 | - |
| Works in progress not billed by suppliers and provisions for guarantees | 274,003 | 297,287 |
| Other accrued costs | 26,337 | 27,215 |
| 310,761 | 329,772 | |
| Deferred income | ||
| Invoicing in advance | 35,242 | - |
| Rents on own properties | (27) | - |
| Other deferred income | 1,808 | 8,957 |
| 37,024 | 8,957 | |
| 347,784 | 338,729 |
The statement of consolidated net operating income for the Latin America segment is broken down as follows:
| Latin America | Notes | 2013 | 2012 |
|---|---|---|---|
| Sales & services rendered | 426,105 | 313,856 | |
| Other revenues | 6,457 | 8,695 | |
| Cost of Goods sold, mat. Cons. & Subcontractors | (152,798) | (98,237) | |
| Gross profit | 279,764 | 224,313 | |
| Third-party supplies and services | 39.4.1 | (136,801) | (107,850) |
| Wages and salaries | (105,600) | (76,928) | |
| Other operating income / (expenses) | (1,873) | (6,149) | |
| EBITDA | 35,490 | 33,387 | |
| Depreciation & Amortization | 9 | (6,741) | (5,364) |
| Provisions and impairment losses | 10 | (3,692) | (1,370) |
| Operating profit | 25,057 | 26,652 |
The main headings of the consolidated financial position for the Latin America segment are broken down as follows:
| Latin America | Notes | 2013 | 2012 |
|---|---|---|---|
| Goodwill | 16 | 6,141 | - |
| Intangible fixed assets | 17 | 6,384 | 1,986 |
| Tangible fixed assets | 18 | 65,840 | 39,560 |
| Financial investments under the equity method | 19 | 28,632 | 25,515 |
| Customers and other debtors (Non-current) | 39.4.2 | 27,743 | 53 |
| Customers | 39.4.2 | 39,124 | 19,070 |
| Other debtors | 39.4.2 | 42,569 | 26,325 |
| Other current assets | 39.4.2 | 106,955 | 102,047 |
| Sundry creditors (Non-current) | 39.4.3 | 48,733 | 36,993 |
| Provisions | 28 | - | 1,353 |
| Suppliers | 39.4.3 | 55,587 | 28,367 |
| Sundry creditors | 39.4.3 | 89,383 | 55,600 |
| Other current liabilities | 39.4.4 | 37,297 | 38,817 |
Third party supplies and services for the years ended on 31st December 2013 and 2012 are broken down as follows:
| Latin America | 2013 | 2012 |
|---|---|---|
| Leases & rents | 70,437 | 50,405 |
| Sepcialised works | 12,842 | 7,523 |
| Transport, travel and board & lodging | 12,448 | 11,606 |
| Maintenance & repairs | 4,122 | 2,358 |
| Fuel | 23,521 | 24,244 |
| Insurance | 325 | 133 |
| Commissions & fees | 3,327 | 438 |
| Water & electricity | 219 | 111 |
| Utensils & office equipment | 388 | 142 |
| Vigillance & security | 935 | 803 |
| Communications | 1,259 | 977 |
| Advertising & publicity | 219 | 218 |
| Other supplies & services | 6,760 | 8,890 |
| 136,801 | 107,850 |
The information on loans and accounts receivable from other debtors, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Latin America | Non-Current | Current | ||
|---|---|---|---|---|
| Costumers | 2013 | 2012 | 2013 | 2012 |
| Trande accounts receivable | ||||
| Gross value: | - | - | 39,124 | 18,772 |
| - | - | 39,124 | 18,772 | |
| Accumulated impariment losses | - | - | - | (20) |
| - | - | 39,124 | 18,753 | |
| Trade accounts - Bills receivable | - | - | - | 317 |
| - | - | 39,124 | 19,070 |
The information on loans and accounts receivable from customers, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Latin America | Non-current | Current | ||
|---|---|---|---|---|
| Other debtors | 2013 | 2012 | 2013 | 2012 |
| Associate and related companies | ||||
| Gross value | 343 | 37 | 3,228 | - |
| 343 | 37 | 3,228 | - | |
| Advances to suppliers | - | - | 9,204 | 4,461 |
| State & other public entities | 378 | 0 | 10,732 | 1,305 |
| Other | ||||
| Gross value | 27,023 | 15 | 23,195 | 20,636 |
| Accumulated impairment losses | - | - | (3,791) | (76) |
| 27,023 | 15 | 19,405 | 20,560 | |
| 27,743 | 53 | 42,569 | 26,325 | |
| Costumers and other debtors | 27,743 | 53 | 81,693 | 45,395 |
The heading "Other current assets" is broken down as follows:
| Latin America | 2013 | 2012 |
|---|---|---|
| Accrued income | ||
| Production and services rendered not invoiced | 96,296 | 94,904 |
| Other accrued income | 727 | 3,607 |
| 97,023 | 98,511 | |
| Deferred costs | ||
| Cost tenders and startup works | ||
| Insurance | 982 | 226 |
| Other deferred costs | 8,949 | 3,310 |
| 9,932 | 3,536 | |
| 106,955 | 102,047 |
The information on trade liabilities and other liabilities payable, for the years ended on 31st December 2013 and 2012, is broken down as follows:
| Latin America | Non-current | Current | ||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Suppliers | 8,873 | 81 | 55,587 | 28,367 |
| 8,873 | 81 | 55,587 | 28,367 | |
| Suppliers of fixed assets | 3,722 | - | 892 | 4 |
| Group companies, associates & other | 21,789 | 902 | 2,626 | - |
| Costumer prepayments on account of sales | 10,621 | 33,893 | 44,083 | 36,512 |
| State & other public entities | - | - | 19,258 | 7,553 |
| Other creditors | 3,728 | 2,117 | 22,525 | 11,531 |
| 39,860 | 36,912 | 89,383 | 55,600 | |
| 48,733 | 36,993 | 144,970 | 83,967 |
The information on other current liabilities, for the years ended on 31st December 2013 and 2012, is as follows:
| Other current liabilities - Latin America | 2013 | 2012 |
|---|---|---|
| Accrued costs | ||
| Cost of holiday pay & bonus | 6,138 | 3,943 |
| Interest payable | - | 65 |
| Works in progress not billed by suppliers and provisions for guarantees | 18,781 | 30,816 |
| Other accrued costs | 6,905 | 3,575 |
| 31,824 | 38,399 | |
| Deferred income | ||
| Other deferred income | 5,473 | 418 |
| 5,473 | 418 | |
| 37,297 | 38,817 |
In 2014, up to the issue of the present report the following relevant events took place the details of which are adequately divulged in chapter 10 of the Management report and as privileged information on the websites of MOTA-ENGIL and CMVM:
These financial statements were approved by the Board of Directors of the Group on 17th March 2014. However, they are still pending approval by the General Meeting of Shareholders, although the Group's Board of Directors believes that they will be approved without alteration.
Investments in subsidiaries included in consolidated financial statements
Investments in subsidiaries included in consolidated financial statements using the full consolidation method, their registered offices, the percentage of share capital held, their business, their constitution date, are as follows:
| Designation | Headquarters | Effective holding percentage |
Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|
| Parent Company of the Group and Related Activities | |||||
| Mota-Engil, SGPS, S.A., Sociedade Aberta ("Mota-Engil SGPS") | Portugal (Porto) |
- | Management of financial holdings | 01/08/1990 | - |
| Largo do Paço – Investimentos Turísticos e Imobiliários, Lda. ("Largo do Paço") | Portugal (Amarante) |
100.00 | Real Estate Development | - | 01/10/2001 |
| Through Mota-Engil SGPS | 100.00 | ||||
| ME 3I, SGPS, S.A. ("ME 3I SGPS") Through Mota-Engil Indústria e Inovação |
Portugal (Linda-a-Velha) |
61.20 61.20 |
Management of financial holdings | 01/10/2011 | - |
| MESP Central Europe Sp. z o. o. ("MESP Central Europe") | Poland | 100.00 | Administrative Services | 01/12/2009 | - |
| Through Mota-Engil Serviços Partilhados | (Cracow) | 100.00 | |||
| MESP - Mota Engil , Serviços Partilhados, Administrativos e de Gestão, S.A. | Portugal | 100.00 | Administrative Services | 01/12/2002 | - |
| ("Mota-Engil Serviços Partilhados") Through Mota-Engil SGPS |
(Porto) | 100.00 | |||
| Mota-Engil Indústria e Inovação, SGPS, S.A. ("Mota-Engil Indústria e | Portugal | Management of financial holdings | 01/11/2010 | - | |
| Inovação") | (Linda-a-Velha) | 100 | |||
| Through Mota-Engil SGPS | 100.00 | ||||
| MK Contractors, LLC ("MKC") Through Mota-Engil Engenharia |
USA (Miami) |
100.00 100.00 |
Real Estate Development | 01/03/2002 | - |
| Mota-Engil Finance, B.V. ("ME Finance BV") | Netherlands | 100.00 | Consulting Services | 21/12/2012 | - |
| Through Mota-Engil SGPS | (Amsterdam) | 100.00 | |||
| RTA - Rio Tâmega, Turismo e Recreio, S.A. ("RTA") | Portugal | 100.00 | Real Estate and Tourism | - | 01/05/2000 |
| Through Mota-Engil SGPS | (Amarante) | 100.00 | |||
| SGA – Sociedade de Golfe de Amarante, S.A. ("SGA") Through RTA |
Portugal (Amarante) |
97.17 96.89 |
Golf Practice and Marketing and related activities |
01/12/2000 | - |
| Through Mota-Engil Engenharia | 0.28 | ||||
| Europe | |||||
| Engineering and Construction Mota-Engil Engenharia e Construção, S.A. ("Mota-Engil Engenharia") |
Portugal | 100.00 | Construction works, and purchase and sale | - | 01/12/2000 |
| Through Mota-Engil SGPS | (Amarante) | 100.00 | of real estate | ||
| Aurimove – Sociedade Imobiliária, S.A. ("Aurimove") | Portugal | 100.00 | Real Estate Development | 01/12/1993 | - |
| Through Mota-Engil Real Estate Portugal | (Porto) | 100.00 | |||
| Calçadas do Douro - Sociedade Imobiliária, Lda. ("Calçadas do Douro") Through Mota-Engil Real Estate Portugal |
Portugal (Porto) |
100.00 100.00 |
Real Estate Development | - | 01/09/2000 |
| Carlos Augusto Pinto dos Santos & Filhos S.A. ("Capsfil") | Portugal | 100.00 | Extraction of gravel, sand and crushed stone | 19/03/1977 | 02/10/2009 |
| Through Mota-Engil Engenharia | (Vila Flor) | 100.00 | |||
| Corgimobil - Empresa Imobiliária das Corgas, Lda. ("Corgimobil") | Portugal | 97.25 | Construction works, studies and real estate | - | 11/11/2000 |
| Through Mota-Engil Engenharia | (Cascais) | 71.79 | |||
| Through Mota-Engil Real Estate Portugal Edifício Mota Viso – Soc. Imobiliária, Lda. ("Mota Viso") |
Portugal | 25.46 100.00 |
Real Estate Development | 01/06/1994 | - |
| Through Mota-Engil Real Estate Portugal | (Porto) | 100.00 | |||
| Edipainel – Sociedade Imobiliária, S.A. ("Edipainel") | Portugal | 100.00 | Real Estate Development | 01/03/2002 | - |
| Through Mota-Engil Real Estate Portugal | (Porto) | 70.00 | |||
| Through Mota-Engil Engenharia | 30.00 | ||||
| Grossiman, S.L. ("Grossiman") Through Mota-Engil Engenharia |
Spain (Alcobendas) |
100.00 100.00 |
Special foundations | 01/02/1996 | 01/12/1995 |
| Mercado Urbano - Gestão Imobiliária, S.A. ("Mercado Urbano") | Portugal | 100.00 | Real Estate Development | 01/07/2009 | 01/03/2011 |
| Through Mota-Engil Engenharia | (Porto) | 100.00 | |||
| Mil e Sessenta – Sociedade Imobiliária, Lda. ("Mil e Sessenta") | Portugal | 100.00 | Real Estate Development | - | 01/07/2001 |
| Through Mota-Engil Real Estate Portugal Motadómus - Sociedade Imobiliária, Lda. ("Motadómus") |
(Porto) Portugal |
100.00 100.00 |
Construction works | 21/01/1997 | 01/01/2001 |
| Through Aurimove | (Porto) | 95.00 | |||
| Through Mota-Engil Real Estate Portugal | 5.00 | ||||
| Mota-Engil Ireland Construction Limited ("Mota-Engil Irlanda") | Ireland | 60.00 | Construction works | 01/10/2007 | - |
| Through Mota-Engil Engenharia | 60.00 | ||||
| ME Real Estate - Mota-Engil Real Estate Portugal, S.A. ("Mota-Engil Real Estate Portugal") |
Portugal | 100.00 | Real Estate Development | 01/09/2001 | - |
| Through Mota-Engil Engenharia | (Porto) | 100.00 | |||
| Nortedomus, Sociedade Imobiliária SA. ("Nortedomus") | Portugal | 100.00 | Real Estate Development | - | 01/10/2001 |
| Through Mota-Engil Engenharia | (Lisbon) | 100.00 | |||
| Sedengil – Sociedade Imobiliária, S.A. ("Sedengil") Through Mota-Engil Engenharia |
Portugal (Matosinhos) |
100.00 100.00 |
Real Estate Development | 01/10/1982 | 05-1995 / 05-1997 |
| Mota-Engil Central Europe, SGPS, S.A. ("Mota-Engil Central Europe SGPS") | Portugal | 100.00 | Management of financial holdings | 01/12/2002 | - |
| Through Mota-Engil Engenharia | 100.00 | ||||
| Bergamon, A.S. ("Bergamon") | Slovakia | 100.00 | Real Estate Development | 01/05/2004 | - |
| Through Mota-Engil Central Europe, SGPS | (Bratislava) | 100.00 | |||
| Bicske Plaza Kft. ("Bicske Plaza") Through Mota-Engil Central Europe, SGPS |
Hungary (Budapest) |
100.00 100.00 |
Real Estate Development | 30/01/2008 | - |
| Designation | Headquarters | Effective holding | Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|
| Bohdalecká Project Development s.r.o. ("Bohdalecká") | Czech Republic | percentage 100.00 |
Real Estate Development | - | 01/09/2007 |
| Through Mota-Engil Central Europe, SGPS | (Prague) | 100.00 | |||
| Centralna Project Development Sp. z o.o. ("Centralna") | Poland | 100.00 | Real Estate Development | 30/10/2012 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| Devonská Project Development A.S. ("Devonská") | Czech Republic | 100.00 | Real Estate Development | 01/12/2006 | - |
| Through Mota-Engil Central Europe Polónia | (Prague) | 100.00 | |||
| Dmowskiego Project Development, Sp. z.o.o. ("Dmowskiego") | Poland | 100.00 | Real Estate Development | 01/08/2007 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 | |||
| Ekosrodowisko Spólka z.o.o. ("Ekosrodowisko") | Poland | 61.50 | Urban solid waste | 16/02/2005 | 01/12/2005 |
| Through MES | (Bytom) | 61.50 | |||
| Eltor, S.A. ("Eltor") | Poland | 100.00 | Construction and public works | 01/01/1992 | 01/04/2011 |
| Through Mota-Engil Central Europe Polónia | (Tczew) | 100.00 | |||
| Hungária Hotel Kft. ("Hotel Achat Hungria") | Hungary | 100.00 | Real Estate Development | 01/06/2008 | - |
| Through Mota-Engil Central Europe, SGPS Immo Park Gdańsk, Sp. z.o.o. ("Immo Park Gdańsk") |
(Budapest) Poland |
100.00 100.00 |
Design, construction, management and | 01/03/2013 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 | exploitation of parking lots | ||
| Immo Park Warszawa, Sp. z.o.o. ("Immo Park Warszawa") | Poland | 100.00 | Design, construction, management and | 01/10/2012 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 | exploitation of parking lots | ||
| Immo Park, Sp. z.o.o. ("Immo Park") | Poland | 88.00 | Design, construction, management and | 01/01/2008 | 01/03/2011 |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 47.00 | exploitation of parking lots | ||
| Through Mota-Engil Central Europe, SGPS | 40.00 | ||||
| Through Mota-Engil Engenharia | 1.00 | ||||
| Jeremiasova Project Development, s.r.o. ("Jeremiasova") | Czech Republic | 100.00 | Real Estate Development | 25/06/2008 | 06/10/2009 |
| Through Mota-Engil Central Europe Polónia | (Prague) | 99.00 | |||
| Through Mota-Engil Central Europe República Checa | 1.00 | ||||
| Kilinskiego Project Development Sp. z.o.o. ("Kilinskiego") | Poland | 100.00 | Real Estate Development | 01/08/2007 | - |
| Through Mota-Engil Central Europe Polónia Kilinskiego Property Investment Sp. z.o.o. ("Kilinskiego PI") |
(Cracow) Poland |
100.00 100.00 |
Real Estate Development | 01/09/2011 | - |
| Through Kilinskiego | (Cracow) | 99.99 | |||
| Through Mota-Engil Central Europe Polónia | 0.01 | ||||
| Kordylewskiego Project Development Sp. z o.o. ("Kordylewskiego") | Poland | 100.00 | Real Estate Development | 01/02/2005 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| Lanval Sp. z o.o. ("Lanval") | Poland | 100.00 | Construction works and purchase and sale of | - | 01/12/2013 |
| Through Mota-Engil SGPS | (Cracow) | 100.00 | real estate | ||
| ME Project Development Sp. z o.o. ("ME PD") | Poland | 100.00 | Real Estate Development | 01/06/2012 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| MES, Mota-Engil Srodowisko, Sp. z.o.o. ("MES") | Poland | 61.50 | Urban solid waste | 01/12/2005 | - |
| Through Suma | (Cracow) | 61.50 | |||
| Metroepszolg, Zrt ("Metroepszolg") | Hungary | 100.00 | Public works | 01/12/2000 | - |
| Through Mota-Engil Magyarország M-Invest Bohdalec, A.S., v likvidaci ("M-Invest Bohdalec") |
(Budapest) Czech Republic |
100.00 100.00 |
Real Estate Development | 01/09/2003 | - |
| Through Mota-Engil Central Europe, SGPS | (Prague) | 100.00 | |||
| M-Invest Devonska, s.r.o. ("M-Invest Devonska") | Czech Republic | 100.00 | Real Estate Development | 01/11/2006 | - |
| Through Mota-Engil Central Europe, SGPS | (Prague) | 100.00 | |||
| Mota-Engil Central Europe, S.A. ("Mota-Engil Central Europe Polónia") | Poland | 96.91 | Construction works | 01/02/1953 | 01/03/1999 |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 92.58 | |||
| Through Mota-Engil Real Estate Management | 4.33 | ||||
| Mota-Engil Central Europe Ceska Republika, AS ("Mota-Engil Central Europe | Czech Republic | 100.00 | Construction and public works | 01/01/1997 | - |
| Czech Republic") | (Prague) | ||||
| Through Mota-Engil Central Europe Polónia Mota-Engil Central Europe Hungary Beruházási és Építoipari Kft. ("ME Central |
Hungary | 100.00 | |||
| Europe Hungria") | (Budapest) | 100.00 | Construction and public works | 01/02/2008 | - |
| Through Mota-Engil Central Europe Polónia | 100.00 | ||||
| Mota-Engil Central Europe Romania S.R.L. ("Mota-Engil Central Europe | Romania | Road construction works | 01/07/2009 | - | |
| Roménia") | (Bucharest) | 100.00 | |||
| Through Mota-Engil Central Europe Polónia | 100.00 | ||||
| Mota-Engil Central Europe Slovenská Republika, AS ("Mota-Engil Central | Slovakia (Bratislava) | 100.00 | Construction works | 01/08/2004 | - |
| Europe Slovakia") Through Mota-Engil Central Europe Polónia |
100.00 | ||||
| Mota-Engil Brand Management B.V. ("Mota-Engil Brand Management") | Netherlands | 100.00 | Management of trademarks and other | 01/12/2009 | - |
| Through Mota-Engil Central Europe, SGPS | (Amsterdam) | 100.00 | intellectual property | ||
| Ireland | Marketing and development of trademarks | 01/12/2009 | - | ||
| Mota-Engil, Brands Development Limited ("Mota-Engil Brands Development") | (Dublin) | 100.00 | and other intellectual property | ||
| Through Mota-Engil Central Europe, SGPS | 100.00 | ||||
| Mota-Engil Investitii AV s.r.l. ("Mota-Engil Investitii") | Romania | 100.00 | Real Estate Development | - | 01/09/2007 |
| Through Mota-Engil Central Europe, SGPS | (Bucharest) | 100.00 | |||
| Mota-Engil Magyarország Zrt. ("Mota-Engil Magyarország") | Hungary | 100.00 | Public works | 01/01/1996 | - |
| Through Mota-Engil Engenharia | (Budapest) | 100.00 | |||
| Mota-Engil Central Europe EIP Energia Sp. z.o.o ("MECE EIP Energia") Through Mota-Engil Central Europe Polónia |
Poland (Cracow) |
100.00 100.00 |
Design and construction of electricity infrastructures |
01/03/2012 | - |
| Mota-Engil Parking 2 Sp. z.o.o ("ME Parking 2") | Poland | 100.00 | Design, construction, management and | 01/03/2012 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 | exploitation of parking lots | ||
| Mota-Engil Central Europe PPP Sp. z.o.o ("ME Central Europe PPP") | Poland | 100.00 | Design and construction of social housing | 01/03/2012 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 | |||
| Mota-Engil Central Europe PPP 2 Sp. z.o.o ("ME Central Europe PPP 2") | Poland | 100.00 | Design and construction of social housing | 01/12/2013 | - |
| Through Mota-Engil Central Europe Polónia | (Cracow) | 100.00 |
| Designation | Headquarters | Effective holding percentage |
Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|
| Mota-Engil Project 1 Kft. ("ME Project 1") | Hungary | 100.00 | Public works | 07/10/2005 | - |
| Through Mota-Engil Real Estate Hungria Mota-Engil Real Estate Hungary Kft ("Mota-Engil Real Estate Hungria") |
(Budapest) | 100.00 | |||
| Through Mota-Engil Central Europe, SGPS | Hungary (Budapest) |
100.00 100.00 |
Real Estate Development | 01/07/2005 | - |
| Mota-Engil Real Estate Management, sp. z.o.o. ("Mota-Engil Real Estate | Poland | 100.00 | Real Estate Development | 01/06/2005 | - |
| Management") Through Mota–Engil Central Europe, SGPS |
(Cracow) | 100.00 | |||
| Balice Project Development Sp. z o.o. ("Balice") | Poland | 100.00 | Real Estate Development | 01/10/2012 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| Sikorki Project Development Sp. z o.o. ("Sikorki") Through Mota–Engil Central Europe, SGPS |
Poland (Cracow) |
100.00 100.00 |
Real Estate Development | 01/10/2012 | - |
| Soltysowska Project Development Sp. z o.o. ("Soltysowska") | Poland | 100.00 | Real Estate Development | 01/11/2005 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| Steinerova Project Development A.S. ("Steinerova") Through Mota-Engil Central Europe Polónia |
Czech Republic (Prague) |
100.00 100.00 |
Real Estate Development | 01/02/2004 | - |
| Száz - Invest Project Development Kft. ("Száz - Invest") | Hungary | 100.00 | Real Estate Development | 01/08/2011 | - |
| Through Mota-Engil Central Europe, SGPS | (Budapest) | 100.00 | |||
| Tetenyi Project Development Kft ("Tetenyi") Through Mota-Engil Central Europe, SGPS |
Hungary (Budapest) |
100.00 100.00 |
Real Estate Development | 01/01/2005 | - |
| Wilanow Project Development SP. z.o.o. ("Wilanow") | Poland | 100.00 | Real Estate Development | 01/06/2007 | - |
| Through Mota-Engil Central Europe, SGPS | (Cracow) | 100.00 | |||
| Wilenska Project Development Sp. z.o.o. ("Wilenska") Through Mota-Engil Central Europe, SGPS |
Poland (Cracow) |
100.00 100.00 |
Real Estate Development | 01/01/2005 | - |
| Zöld-Project 2 Kft. ("Zold-Project 2") | Hungary | 100.00 | Public works | 05/06/2008 | - |
| Through Mota-Engil Central Europe, SGPS | (Budapest) | 100.00 | |||
| Zsombor Utcai Kft. ("Zsombor") Through Mota-Engil Central Europe, SGPS |
Hungary (Budapest) |
100.00 100.00 |
Real Estate Development | 20/06/2007 | - |
| Environment and Services | |||||
| Mota-Engil, Ambiente e Serviços, SGPS, S.A. ("Mota-Engil Ambiente e | Portugal | 100.00 | Management of financial holdings | 01/06/1997 | - |
| Serviços") Through Mota-Engil SGPS |
(Porto) | 100.00 | |||
| Áreagolfe - Gestão, Construção e Manutenção de Campos de Golfe, S.A. | Portugal | Management, construction and | - | 01/07/2007 | |
| ("Áreagolfe") | (Torres Novas) | 66.67 | maintenance of golf courses | ||
| Through Vibeiras CH&P – Combined Heat & Power Anadia, Sociedade Unipessoal, Lda ("CH&P |
Portugal | 66.67 | Exploitation of a co-generation plant for the | 23/05/2011 | - |
| Anadia") | (Linda-a-Velha) | 90.00 | production of electric and thermal energy | ||
| Through Manvia | 90.00 | ||||
| CH&P – Combined Heat & Power Coja, Unipessoal, Lda ("CH&P Coja") | Portugal | 90.00 | Exploitation of a co-generation plant for the | 23/05/2011 | - |
| Through Manvia | (Linda-a-Velha) | 90.00 | production of electric and thermal energy | ||
| Citrave - Centro Integrado de Tratamento de Resíduos de Aveiro, S.A. | Portugal | 46.13 | Treatment and disposal of non-hazardous | 01/12/1987 | 01/10/2006 |
| ("Citrave") Through Suma |
(Lisboa) | 44.90 | waste | ||
| Through Novaflex | 0.62 | ||||
| Through Suma Esposende Correia & Correia, Lda. ("Correia & Correia") |
Portugal | 0.62 48.19 |
Trade and collection of used oils | 01/09/1988 | 01/02/2000 |
| Through Enviroil | (Sertã) | 48.19 | |||
| Enviroil SGPS, Lda. ("Enviroil") | Portugal | 48.19 | Management of financial holdings | 01/11/1997 | - |
| Through Suma | (Torres Novas) | 48.19 | |||
| Enviroil II – Reciclagem de Óleos Usados, Lda. ("Enviroil II") | Portugal | 43.37 | Oil recycling, electricity production and bulk trade of fuels and related products |
01/04/2011 | - |
| Through Enviroil | (Torres Novas) | 43.37 | |||
| FCT - Ferrol Container Terminals S.L.U ("Ferrol") | Spain | 34.80 | Cargo handling | 14/03/2011 | - |
| Through TCL Glan Agua, Ltd ("Glanagua") |
(Ferrol) Ireland |
34.80 70.00 |
Treatment of waste, exploitation and | 24/01/2008 | - |
| Through MEIS | (Ballinasloe) | 70.00 | management of water systems | ||
| InvestAmbiente - Recolha de Resíduos e Gestão de Sistemas de Saneamento | Portugal | 31.98 | Collection of non-hazardous waste | 03/02/2000 | 01/12/2007 |
| Básico, S.A. ("Investambiente") Through Novaflex |
(Lisbon) | 31.98 | |||
| Liscont - Operadores de Contentores, S.A. ("Liscont") | Portugal | 52.36 | Port operations | 24/11/1983 | 01/10/2006 |
| Through TTP | (Lisbon) | 52.36 | Services, marketing solutions, construction | ||
| Lokemark - Soluções de Marketing, S.A. ("Lokemark") | Portugal (Setúbal) | 70.00 | and sale of data bases, management and | 01/06/2003 | 01/09/2007 |
| Through Mota-Engil Ambiente e Serviços | 70.00 | exploitation of the postal service's | |||
| Manvia - Manutenção e Exploração de Instalações e Construção, S.A. | Portugal (Linda |
infrastructures Maintenance and exploitation of |
04/07/1994 | 01/06/1998 | |
| ("Manvia") | a-Velha) | 90.00 | installations | ||
| Through Mota–Engil Ambiente e Serviços | 90.00 | ||||
| Mota-Engil Energia, S.A. ("Mota-Engil Energia") Through Mota-Engil SGPS |
Portugal (Linda-a-Velha) |
100.00 100.00 |
Production of hydroelectricity | 01/06/2010 | - |
| Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. | Portugal | Projects' management | 01/12/2003 | - | |
| ("MEAS II") | (Porto) | 100.00 | |||
| Through Mota-Engil Ambiente e Serviços Mota-Engil Ireland Services Ltd. ("MEIS") |
Ireland | 100.00 70.00 |
Treatment of waste, exploitation and | 22/01/2008 | - |
| Through Mota-Engil Engenharia | (Ballisnasloe) | 70.00 | management of water systems | ||
| Multiterminal - Soc. de Estiva e Tráfego, S.A. ("Multiterminal") | Portugal | 100.00 | Exploitation of port terminals | 04/05/1979 | 01/10/2006 |
| Through Tertir | (Lisbon) | 100.00 |
APÊNDICE A
| Designation | Headquarters | Effective holding percentage |
Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|
| Nova Beira - Gestão de Resíduos, S.A. ("Nova Beira") | Portugal | 30.85 | Treatment and disposal of non-hazardous | - | 01/12/2007 |
| Through Novaflex | (Lisbon) | 20.30 | waste | ||
| Through Investambiente | 10.55 | ||||
| Novaflex - Técnicas do Ambiente, S.A. ("Novaflex") | Portugal | 61.50 | Collection of other non-hazardous waste | - | 01/12/2007 |
| Through Suma | (Lisbon) | 61.50 | |||
| Proempar - Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A. | Portugal | 100.00 | Marketing, management and exploitation of | 02/10/2006 | - |
| ("Proempar") Through Mota-Engil Ambiente e Serviços |
(Porto) | 74.00 | technological and industrial business parks | ||
| Through Mota-Engil Engenharia | 26.00 | ||||
| PTT - Parque Tecnológico do Tâmega, S.A. ("PTT") | Portugal | 90.00 | Marketing and management of technological | 01/12/2006 | - |
| Through Proempar | (Felgueiras) | 70.00 | business hosting | ||
| Through Mota-Engil Ambiente e Serviços | 10.00 | ||||
| Through Mota-Engil Engenharia | 10.00 | ||||
| Real Verde - Técnicas de Ambiente, S.A. ("Real Verde") Through Novaflex |
Portugal (Vila Real) |
61.50 61.50 |
Treatment and disposal of other non hazardous waste |
01/12/2007 | - |
| Resiges - Gestão de Resíduos Hospitalares, Lda. ("Resiges") | Portugal | 61.50 | Collection of hazardous waste | 06/05/1998 | 01/12/2007 |
| Through Novaflex | (Setúbal) | 61.50 | |||
| Resilei – Tratamento de Resíduos Industriais, S.A. ("Resilei") | Portugal | 30.75 | Treatment and disposal of other non | - | 01/06/2003 |
| Through Suma | (Leiria) | 30.75 | hazardous waste | ||
| Rima – Resíduos Industriais e Meio Ambiente, S.A. ("Rima") | Portugal | 59.12 | Treatment of industrial waste | 14/08/2001 | - |
| Through Suma Sealine - Navegação e Afretamentos, Lda ("Sealine") |
(Lourosa) | 59.12 | |||
| Through Socarpor SGPS | Portugal (Aveiro) |
38.39 32.26 |
Navigation agents | - | 01/10/2006 |
| Through Socarpor Aveiro | 6.13 | ||||
| SIGA - Serviço Integrado de Gestão Ambiental, S.A. ("Siga") | Portugal | 43.05 | Treatment and disposal of non-hazardous | 27/10/2008 | - |
| Through Suma | (Ponta Delgada) | 43.05 | waste | ||
| Socarpor - Soc. Cargas Port. (Aveiro), S.A. ("Socarpor Aveiro") | Portugal | 40.85 | Port services | - | 01/10/2006 |
| Through Socarpor SGPS | (Aveiro) | 28.47 | |||
| Through TTP Through Socarpor Aveiro (ações próprias) |
6.31 6.07 |
||||
| Socarpor - Soc. Gestora de Participações Sociais (Douro/ Leixões), S.A. | Portugal | Management of financial holdings | - | 01/10/2006 | |
| ("Socarpor SGPS") | (Matosinhos) | 37.96 | |||
| Through TTP and shares | 37.96 | ||||
| Sol-S Internacional, Tecnologias de Informação, S.A. ("Sol-S Internacional") | Portugal | 61.50 | Computer programming activities | 01/06/2000 | - |
| (Funchal) | |||||
| Through Suma Sotagus - Terminal de Contentores de Santa Apolónia, S.A. ("Sotagus") |
Portugal | 61.50 63.13 |
Port operations | - | 01/10/2006 |
| Through TTP | (Lisbon) | 63.13 | |||
| SRI - Gestão de Resíduos, Lda ("SRI") | Portugal | 48.19 | Collection of hazardous waste | 27/07/2008 | - |
| Through Correia & Correia | (Sertã) | 48.19 | |||
| STM - Sociedade de Terminais de Moçambique, Lda ("STM") | Mozambique | 50.00 | Port operations | 14/02/1994 | 14/02/1994 |
| Through Tertir Suma (Douro) - Serviços Urbanos e Meio Ambiente, Lda. ("Suma Douro") |
(Maputo) Portugal |
50.00 61.50 |
Collection of urban solid waste | 27/07/2000 | - |
| Through Suma | (Murça) | 61.50 | |||
| Suma (Esposende) - Serviços Urbanos e Meio Ambiente, Lda. ("Suma | Portugal | 61.50 | Collection of urban solid waste | 06/12/1999 | - |
| Esposende") | (Esposende) | ||||
| Through Suma Suma (Matosinhos) - Serviços Urbanos e Meio Ambiente, S.A. ("Suma |
61.50 | ||||
| Matosinhos") | Portugal (Matosinhos) |
61.50 | Collection of urban solid waste | 01/12/2000 | - |
| Through Suma | 61.50 | ||||
| Suma (Porto) - Serviços Urbanos e Meio Ambiente, S.A. ("Suma Porto") | Portugal | 61.50 | Collection of urban solid waste | 06/11/2008 | - |
| Through Suma | (Porto) | 61.50 | |||
| Suma – Serviços Urbanos e Meio Ambiente, S.A. ("Suma") | Portugal | 61.50 | Collection of urban solid waste | 01/06/1994 | - |
| Through Mota-Engil Ambiente e Serviços Takargo-Trasporte de Mercadorias, S.A. ("Takargo") |
(Lisbon) Portugal |
61.50 100.00 |
Rail transport of goods | 11/09/2006 | - |
| Through TERGEP | (Linda-a-Velha) | 70.00 | |||
| Through Mota-Engil Engenharia | 30.00 | ||||
| TCL - Terminal de Contentores de Leixões, S.A. ("TCL") | Portugal | 34.80 | Cargo handling | 31/01/1996 | - |
| Through TTP | (Matosinhos) | 18.69 | |||
| Through TCL (shares) Through Socarpor SGPS |
1.78 14.33 |
||||
| TCR – Tratamento Complementar de Resíduos, S.A. ("TCR") | Portugal | 37.29 | Construction and exploitation of a landfill | 01/11/2012 | - |
| Through Suma | (Porto) | 36.29 | |||
| Through Mota-Engil Engenharia | 1.00 | ||||
| TERGEP, SGPS, S.A. ("TERGEP") | Portugal | 100.00 | Management of financial holdings | 16/04/2013 | - |
| Through Mota-Engil Ambiente e Serviços | (Porto) | 100.00 | |||
| Tertir - Concessões Portuárias, SGPS, S.A. ("Tertir SGPS") Through Tertir |
Portugal (Linda-a-Velha) |
100.00 68.89 |
Management of financial holdings | 01/10/2007 | - |
| Through Multiterminal | 31.11 | ||||
| Tertir - Terminais de Portugal, S.A. ("Tertir") | Portugal | 100.00 | Exploitation of port terminals | - | 01/10/2006 |
| Through Mota-Engil Ambiente e Serviços | (Matosinhos) | 64.67 | |||
| Through TERGEP | 35.33 | ||||
| Tertir - Terminais Portuários, SGPS, S.A. ("TTP") | Portugal | 63.13 | Management of financial holdings | 06/06/2013 | - |
| Through TERGEP Transitex do Brasil Serviços de Logística, Ltda. ("Transitex Brasil") |
(Linda-a-Velha) Brazil |
63.13 85.00 |
Organisation of transport by land, sea or air | 01/05/2010 | - |
| Through Transitex Espanha | (São Paulo) | 84.41 | |||
| Through Transitex Portugal | 0.60 |
| Designation | Headquarters | Effective holding percentage |
Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|
| Transitex Colombia, S.A.S.("Transitex Colombia") | Colombia | 85.00 | Organisation of transport by land, sea or air | 14/12/2011 | 11/01/2012 |
| Through Transitex Espanha Transitex Moçambique, Lda ("Transitex Moçambique") |
(Bogotá) Mozambique |
85.00 85.00 |
Organisation of transport by land, sea or air | 01/11/2008 | - |
| Through Transitex Portugal | (Maputo) | 80.75 | |||
| Through Transitex Espanha Transitex México, S.A. de C.V. ("Transitex México") |
Mexico | 4.25 85.00 |
Organisation of transport by land, sea or air | 01/02/2009 | - |
| Through Transitex Espanha | (Mexico City) | 85.00 | |||
| Through Transitex Portugal Transitex - Trânsitos de Extremadura, S.A. ("Transitex Portugal") |
Portugal | 0.002 85.00 |
Organisation of transport by land, sea or air | 01/05/2008 | - |
| Through Transitex Espanha | (Lisbon) | 85.00 | |||
| Transitex - Trânsitos de Extremadura, S.L. ("Transitex Espanha") | Spain | 85.00 | Organisation of transport by land, sea or air | 11/11/2002 | - |
| Through Tertir SGPS Transitex Global Logistics Operations ("Transitex South Africa") |
(Badajoz) South Africa |
85.00 85.00 |
Organisation of transport by land, sea or air | 23/01/2012 | - |
| Through Transitex Portugal | (Isando) | 85.00 | |||
| Transitex Peru SAC ("Transitex Peru") Through Transitex Spain |
Peru (Callao) |
46.75 29.84 |
Organisation of transport by land, sea or air | 23/01/2012 | - |
| Through Transitex Brazil | 16.92 | ||||
| Tratofoz - Sociedade de Tratamento de Resíduos, S.A. ("Tratofoz") | Portugal | 99.62 | Collection of urban solid waste | 01/10/2002 | - |
| Through Mota-Engil Ambiente e Serviços Through Suma |
(Porto) | 99.00 0.62 |
|||
| Triu - Técnicas de Resíduos Industriais e Urbanos, S.A. ("Triu") | Portugal | 48.19 | Collection of non-hazardous waste | 01/04/1991 | 01/09/2008 |
| Through Enviroil Vibeiras – Sociedade Comercial de Plantas, S.A. ("Vibeiras") |
(Loures) Portugal |
48.19 66.67 |
Landscape gardening | 01/07/1988 | 01/10/1998 |
| Through Mota-Engil Ambiente e Serviços | (Torres Novas) | 66.67 | |||
| Africa | |||||
| Mota-Engil Engenharia e Construção África, S.A. ("MEEC África") | Portugal | 100.00 | Construction works | 11/08/2012 | - |
| Through Mota-Engil SGPS | (Porto) | 100.00 | |||
| Mota-Engil África, B.V. ("ME África BV") Through Mota-Engil SGPS |
Netherlands (Amsterdam) |
100.00 100.00 |
Management of societies' management | 11/10/2012 | - |
| Mota-Engil África, SGPS, S.A. ("Mota-Engil África") | Portugal | 100.00 | Management of financial holdings | 01/05/2010 | - |
| Through MEEC Africa | (Porto) | 100.00 | |||
| Mota Internacional – Comércio e Consultadoria Económica, Lda. ("Mota Internacional") |
Portugal (Funchal) |
100.00 | Trade and management of international holdings |
01/09/1997 | 01/12/1998 |
| Through Mota-Engil Africa | 100.00 | ||||
| AGIR - Ambiente e Gestão Integrada de Resíduos, Lda. ("Agir") | Cape Verde | 80.75 | Collection of urban solid waste | 01/12/2007 | - |
| Through Mota-Engil Ambiente e Serviços Through Suma |
(Praia) | 50.00 30.75 |
|||
| Akwangola, S.A. ("Akwangola") | Angola | 48.28 | Exploitation of water market | 01/12/2010 | Dec 13 |
| Through Vista Water Cecot - Centro de Estudos e Consultas Técnicas, Lda. ("Cecot") |
(Luanda) Mozambique |
48.28 100.00 |
Construction works' projects and inspection | 01/09/1998 | 01/04/2011 |
| Through MEEC Africa | (Maputo) | 100.00 | |||
| Cosamo (Proprietary) Limited ("Cosamo") Through Mota Internacional |
South Africa (Johannesburg) |
100.00 100.00 |
Commercial | 01/12/1976 | - |
| Fibreglass Sundlete (Moç), Lda. ("Fibreglass") | Mozambique | 100.00 | Commercial | 01/08/1962 | 01/03/1999 |
| Through ME Mauritius | (Maputo) | 100.00 | |||
| Emocil – Empresa Moçambicana de Construção e Promoção Imobiliária, Lda. ("Emocil") |
Mozambique (Maputo) |
100.00 | 01/07/1994 | - | |
| Through MEEC África | 50.00 | Real Estate Development | |||
| Through Indimo Fatra - Fábrica de Trefilaria de Angola, S.A. ("Fatra") |
Angola | 50.00 35.70 |
Manufacturing of iron-derived products | - | 01/11/2010 |
| Through Mota-Engil Angola | (Luanda) | 35.70 | |||
| Mota-Engil Angola, S.A. ("Mota-Engil Angola") | Angola | 51.00 | Construction works and public and private | 01/05/2010 | - |
| Through Mota Internacional Indimo, Lda. ("Indimo") |
(Luanda) Mozambique |
51.00 100.00 |
works | - | 01/10/2004 |
| Through Cecot | (Maputo) | 50.00 | Real Estate Development | ||
| Through MEEC África Malawi Ports Company Limited ("Malawi Ports Company") |
Malawi | 50.00 100.00 |
01/11/2010 | - | |
| Through MEEC África | (Lilongwe) | 88.00 | Sea transport | ||
| Through ME Malawi Malawi Shipping Company Limited ("Malawi Shipping Company") |
12.00 | ||||
| Through MEEC África | Malawi (Lilongwe) |
100.00 88.00 |
Sea transport | 01/11/2010 | - |
| Through ME Malawi | 12.00 | ||||
| Martinox, SA ("Martinox") Through Mota-Engil Angola |
Angola (Benguela) |
48.45 48.45 |
Stainless steel works | 01/02/2008 | 01/12/2011 |
| Mota-Engil Mining Management (Proprietary) Limited ("ME Mining | South Africa | 100.00 | 01/04/2011 | - | |
| Management") Through Mota-Engil Minerals Mining Investment B.V. |
(Johannesburg) | 100.00 | Management of human resources in mining | ||
| Mota & Companhia Maurícias, Lda. ("ME Maurícias") | Mauritius | 100.00 | Construction works | 01/05/2010 | - |
| Through MEEC África | (Ebene) | 100.00 | |||
| Mota-Engil (Malawi) Limited ("ME Malawi") Through MEEC África |
Malawi (Lilongwe) |
99.99 99.99 |
Public works and /or construction works contractor |
01/07/2011 | - |
| Mota-Engil Investments (Malawi) Limited ("ME Investments Malawi") | Malawi | 99.00 | Public works and /or construction works | 01/03/2011 | - |
| Through Mota-Engil Africa Mota-Engil Minerals & Mining (Malawi) Limited ("ME Minerals & Mining |
(Lilongwe) Malawi |
99.00 99.99 |
contractor Prospecting, exploitation and processing of |
01/03/2011 | - |
| Malawi") | minerals | ||||
| Through Mota-Engil Minerals Mining Investment B.V. Mota-Engil Minerals & Mining (Zimbabwe) (Private) Limited ("ME Minerals & |
(Lilongwe) Zimbabwe (Harare) |
99.99 100.00 |
Prospecting, exploitation and processing of | 01/05/2011 | - |
| Mining Zimbabwe") | minerals | ||||
| Through Mota-Engil Minerals Mining Investment B.V. | 100.00 |
| Mota-Engil Minerals Mining Investment B.V. ("ME Minerals Mining 100.00 Netherlands 01/10/2010 - Investment BV") Management of other companies (Amsterdam) Through Mota-Engil SGPS 100.00 Mota-Engil S.Tomé e Principe, Lda. ("Mota-Engil S.Tomé") São Tomé e Príncipe 100.00 Public works and /or construction works 08/12/2004 - Through Mota Internacional (São Tomé) 95.00 contractor Through MEEC África 5.00 Novicer-Cerâmicas de Angola, Lda. ("Novicer") Angola 51.00 Manufacturing and trade in clay goods 08/09/2007 - Through Mota-Engil Angola (Luanda) 51.00 Prefal – Préfabricados de Luanda, Lda. ("Prefal") Angola 45.90 Manufacturing of prestressed goods 01/12/1993 - Through Mota-Engil Angola (Luanda) 45.90 Penta - Engenharia e Construção, Lda. ("Penta") Cape Verde 100.00 Construction works and public and private 01/04/2007 - Through MEEC África 96.00 works Through Mota Internacional 4.00 Rentaco Angola - Equipamentos e Transportes, Lda. ("Rentaco Angola") Angola 51.00 Rental of construction equipment 01/01/2008 - Through Mota-Engil Angola (Luanda) 51.00 Sonauta - Sociedade de Navegação, Lda. ("Sonauta") Angola 100.00 Sea transport, excluding coastal transport 16/11/1994 - Through Mota Internacional (Luanda) 100.00 Tracevia Angola - Sinalização, Segurança e Gestão de Tráfego, Lda. ("Tracevia Angola Road signs - 01/09/2007 40.80 Angola") (Luanda) Through Mota-Engil Angola 40.80 VBT - Projectos e Obras de Arquitectura Paisagística, Lda ("VBT") Angola 43.34 Landscape gardening 01/09/2008 - Through Vibeiras (Luanda) 33.34 Through Mota-Engil Ambiente e Serviços 10.00 Vista Energy Environment & Services, S.A. ("Vista SA") Angola 51.00 Management of financial holdings 01/07/2008 01/12/2013 Through Mota-Engil Angola (Luanda) 51.00 Vista Waste Management, Lda ("Vista Waste") Angola 56.15 Collection of waste 01/12/2009 - Through Mota-Engil Angola (Luanda) 5.10 Through Vista SA 20.91 Through Suma 30.14 Vista Multi Services, Lda ("Vista Multi Services") Angola 40.80 Urban services 01/05/2009 01/12/2013 Through Vista SA (Luanda) 40.80 Vista Water, Lda. ("Vista Water") Angola 48.32 Exploitation of the water market 01/05/2009 01/12/2013 Through Mota-Engil Angola (Luanda) 6.38 Through Vista SA 21.68 Through Indaqua 20.27 Latin America Mota-Engil Latin America BV ("ME Latin America") Netherlands 100.00 Management of financial holdings 01/11/1998 - Through Mota-Engil SGPS (Amsterdam) 100.00 Construcciones dos Puertos SA de CV ("Construcciones des Puertos") Mexico 70.00 Construction and public works 14/07/2012 Through Mota-Engil Mexico (Xalapa) 70.00 Empresa Construtora Brasil, SA ("Empresa Construtora Brasil") 50.00 Brazil Construction and public works 01/11/2012 - Through Mota-Engil Brasil Participações, Ltda (Belo Horizonte) 50.00 Green Water SA ("Green Water") Peru 100.00 Generation and distribution of electric Through Mota-Engil Peru 99.90 energy Through Mota-Engil Engenharia 0.10 Hidroelectrica Marañon SRL ("Marañon") Peru 100.00 Generation and distribution of electric 14/02/1999 Through Mota-Engil Peru (Lima) 99.90 energy Through Mota-Engil Engenharia 0.10 Mota-Engil Brasil Participações, Ltda. ("ME Brasil") Brazil 100.00 Management of financial holdings 01/02/2009 - Através MEBR Engenharia, Consultoria e Participações, Ltda. (São Paulo) 100.00 MEBR Engenharia, Consultoria e Participações, Ltda. ("MEBR") Brazil 100.00 Construction and public works 01/03/2011 - Through Mota-Engil Engenharia (São Paulo) 57.69 Through Mota-Engil Peru 42.31 Mota-Engil Colômbia, S.A.S ("Mota-Engil Colômbia") Colombia 100.00 Construction and public works 01/02/2011 - Through Mota-Engil Peru (Bogotá) 100.00 Mota-Engil Energia Peru S.A. ("Mota-Engil Energia Peru") Peru 100.00 Other business activities 01/05/2011 Through Mota-Engil Peru (Lima) 99.98 Through Mota-Engil Engenharia 0.02 Mota-Engil México, S.A. de C.V. ("Mota-Engil México") Mexico 100.00 Construction and public works 01/01/2010 - Through Mota-Engil Engenharia (Mexico City) 99.98 Through Mota Internacional 0.02 Mota-Engil Peru, S.A. ("Mota-Engil Peru") Peru 100.00 Construction and public works 01/09/1986 01/06/1998 Through Mota-Engil Latin America BV (Lima) 99.90 Through Mota-Engil Engenharia 0.10 Mota-Engil Peru Ambiente e Serviços, S.A. ("MEAS Peru") Peru 100.00 Other business activities 11/10/2011 Through Mota-Engil Peru (Lima) 99.90 Through Mota-Engil Engenharia e Construção 0.10 Tarucani Generating Company S.A. ("Tarucani") 100.00 Peru Generation and distribution of electric 01/04/2000 Mota- Engil Energia Peru (Lima) 99.98 energy Mota- Engil Peru 0.02 Tertir Peru, S.A. ("Tertir Peru") 100.00 Peru Exploitation of terminals - - Through Tertir 80.00 Through Mota-Engil Peru 20.00 Brazil Design, installation, development and 15/03/2011 - Tracevia do Brasil -Sistemas de Telemática Rodoviaria Ltda. ("Tracevia Brasil") 100.00 maintenance of ITS (São Paulo) Through MEBR Engenharia, Consultoria e Participações, Ltda. 99.00 |
Designation | Headquarters | Effective holding percentage |
Activity | Set up date | Acquisition date |
|---|---|---|---|---|---|---|
| Through ME Brasil Participações | 1.00 |
As empresas do Grupo e associadas incluídas na consolidação pela aplicação do Método da Equivalência Patrimonial, suas respetivas sedes e proporção do capital detido em 31 de dezembro de 2012, são as seguintes:
| Designation | Headquarters | Effective holding percentage |
|---|---|---|
| Parent Company of the Group and related activities | ||
| Nortenha Angola, SGPS, S.A. ("Nortenha") | Portugal | 29.99 |
| Sangobiar Perú, S.A. ("Sangobiar") | Peru | 29.99 |
| Europe - Engineering and Construction | ||
| Turalgo-Sociedade de Promoção Imobiliária e Turística do Algarve, S.A. ("Turalgo") | Portugal | 51.00 |
| Bay 6.3 Kft. ("Bay 6.3") - Obol Invest Group | Hungary | 32.18 |
| Bay Office Kft. ("Bay Office") - Obol Invest Group | Hungary | 32.18 |
| Bay Park Kft. ("Bay Park") - Obol Invest Group | Hungary | 32.18 |
| Bay Tower Kft. ("Bay Tower") - Obol Invest Group | Hungary | 32.18 |
| Bay Wellness Kft. ("Bay Wellness") - Obol Invest Group | Hungary | 32.18 |
| Engber Kft. ("Engber") - Obol Invest Group | Hungary | 32.18 |
| M-Invest Slovakia Mierova , s.r.o. ("Mierova") | Slovakia | 50.00 |
| Nádor Öböl Kft. ("Nádor Obol") - Obol Invest Group | Hungary | 32.18 |
| Öböl Invest Kft. ("Obol Invest") - Obol Invest Group | Hungary | 32.50 |
| Öböl XI Kft. ("Obol XI") - Obol Invest Group | Hungary | 32.18 |
| Sampaio Kft. ("Sampaio") - Obol Invest Group | Hungary | 32.18 |
| Europe - Environment and Services | ||
| Aqualevel - Gestão de Sistemas de informação, Soc. Unipessoal, Lda. ("Aqualevel") - Indaqua Group | Portugal | 45.06 |
| Águas de S. João, E.M., S.A. ("Águas de S. João") - Indaqua Group | Portugal | 22.08 |
| Ambilital – Investimentos Ambientais no Alentejo, EIM. ("Ambilital") | Portugal | 30.14 |
| Chinalog - Serviços Logísticos e Consultadoria, Lda. ("Chinalog") | Portugal | 42.50 |
| Citrup – Centro Integrado de Resíduos, Lda. ("Citrup") | Portugal | 18.45 |
| Ecolezíria - Empresa Intermunicipal para Tratamento de Resíduos Sólidos, E. I. M. ("Ecolezíria") | Portugal | 15.07 |
| Haçor, Conc. Edifício do Hospital da Ilha Terceira, SA ("Haçor") | Portugal | 40.00 |
| HL - Sociedade Gestora do Edifício, S.A. ("HL - Sociedade Gestora do Edifício") | Portugal | 50.00 |
| HEPP - Hidroenergia de Penacova e Poiares, Lda. ("HEPP") | Portugal | 50.00 |
| Ibercargo Rail, S.A. ("Ibercargo") | Spain | 50.00 |
| Indaqua – Indústria e Gestão de Águas, S.A. ("Indaqua") - Indaqua Group | Portugal | 45.06 |
| Indaqua Fafe – Gestão de Águas de Fafe, S.A. ("Indaqua Fafe") - Indaqua Group | Portugal | 45.06 |
| Indaqua Feira - Indústria de Águas de Santa Maria da Feira, S.A. - ("Indaqua Feira") - Indaqua Group | Portugal | 45.16 |
| Indaqua Matosinhos - Gestão de Águas de Matosinhos, S.A. ("Indaqua Matosinhos") - Indaqua Group | Portugal | 44.93 |
| Indaqua Oliveira de Azeméis - Gestão de Águas de Oliveira de Azeméis, S.A. ("Indaqua Oliveira de Azeméis") - Indaqua Group | Portugal | 45.06 |
| Indaqua Santo Tirso/ Trofa – Gestão de Águas de Santo Tirso e Trofa, S.A. ("Indaqua Sto. Tirso/ Trofa") - Indaqua Group | Portugal | 45.06 |
| Indaqua Vila do Conde - Gestão de Águas de Vila do Conde, S.A. ("Indaqua V. Conde") - Indaqua Group | Portugal | 45.02 |
| Logz - Atlantic Hub, S.A. ("Logz") | Portugal | 30.00 |
| Manvia II Condutas, Lda. ("Manvia II Condutas") | Portugal | 45.00 |
| Operestiva - Empresa de Trabalho Portuário de Setúbal, Lda. ("Operestiva") - Grupo SLPP | Portugal | 18.94 |
| Sadoport - Terminal Marítimo do Sado, S.A. ("Sadoport") - SLPP Group | Portugal | 31.56 |
| SLPP - Serviços Logísticos de Portos Portugueses, S.A. ("SLPP") - SLPP Group | Portugal | 31.56 |
| Tersado - Terminais Portuários do Sado, S.A. ("Tersado") | Portugal | 15.78 |
| Africa | ||
| Automatriz, SA ("Automatriz") | Angola | 45.00 |
| Icer – Indústria de Cerâmica, Lda. ("Icer") | Angola | 25.50 |
| Imolap – Sociedade Imobiliária Lar do Patriota, Lda ("Imolap") | Angola | 33.33 |
| Latin America | ||
| Eco Innovacion Ambiental SAPI de CV ("Eco Innovacion") | Mexico | 25.00 |
| Gestion e Innovacion en Servicios Ambientales SA de CV ("GISA") | Mexico | 50.00 |
| Mota-Engil-Opway Mexicana, S.A. De C.V. ("Mota-Engil-Opway Mexicana") | Mexico | 50.00 |
| Promotora Inmobiliaria Santa Clara S.A. ("Santa Clara") | Peru | 50.00 |
| Terminais Portuários Euroandinos Paita, S.A. ("TPE Paita") | Peru | 50.00 |
| Ascendi Group | Portugal | 60.00 |
| Martifer Group | Portugal | 37.50 |
| PART I – INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND GOVERNANCE OF THE COMPANY | 167 |
|---|---|
| A. SHAREHOLDER STRUCTURE | 167 |
| I. Capital structure | 167 |
| II. Participations and Bonds | 168 |
| B. COMPANY BODIES AND COMMITTEES | 169 |
| I. Annual General Meeting | 169 |
| II. Administration and Supervision | 171 |
| III. Supervision | 183 |
| IV. Statutory Auditor | 188 |
| V. External Auditor | 189 |
| C. INTERNAL ORGANISATION | 191 |
| I. Articles of Association | 191 |
| II. Reporting of irregularities | 191 |
| III. Internal control and risk management | 192 |
| IV. Investor support | 194 |
| V. Website | 196 |
| D. REMUNERATION | 197 |
| I. Responsibility for determination | 197 |
| II. Remuneration Committee | 197 |
| III. Structure of the remuneration | 198 |
| IV. Publication of remuneration | 204 |
| V. Agreements with remunerative implications | 205 |
| VI. Plans for the awarding of shares or share options | 206 |
| E. TRANSACTIONS WITH RELATED PARTIES | 207 |
| I. Mechanisms and control procedures | 207 |
| II. Elements relative to the business | 207 |
| PART II – ASSESSMENT OF CORPORATE GOVERNANCE | 208 |
| 1. Identification of the corporate governance model adopted | 208 |
| 2. Analysis of compliance with the Corporate Governance Code adopted | 208 |
| 3. Other information | 212 |
I. Capital structure
1. Capital structure (share capital, number of shares, distribution of capital to shareholders, etc.) including listing of shares not admitted for trading, different categories of shares, rights and duties inherent to them and the percentage of capital that each category represents (Article 245-A, paragraph 1, subparagraph a).
The share capital of Mota-Engil SGPS, S.A. is EURO 204,635,695 and is represented by 204,635,695 ordinary shares with a nominal value of one euro per share. All shares are listed on NYSE Euronext Lisbon.
Distribution of capital to shareholders on 31st December 2013:
| Shareholders | No. of shares | % Capital | % Voting Rights (1) |
|---|---|---|---|
| Treasury shares (2): | 11,101,379 | 5.42% | 0.00% |
| Qualified holdings: | |||
| FM – Sociedade de Controlo, SGPS, SA | 138,629,387 | 67.74% | 71.63% |
| Freefloat | 54,904,929 | 26.83% | 28.37% |
| 204,635,695 | 100.00% | 100.00% |
(1) Whereas the suspension of voting rights attached to the 11,101,379 shares held by the company itself;
(2) Sold in full on February 26, 2014, following a process of private placement (accelerated bookbuild).
There are no restrictions on the transfer of shares.
3. Number of own shares, corresponding percentage of share capital and percentage of voting rights to vote that would corresponding to its own shares (Article 245-A, paragraph 1, subparagraph a)).
On 31st December 2013, Mota-Engil SGPS, S.A. held 11,101,379 own shares, representative of 5.42% of its social capital, which corresponds to 5.42% of the voting rights, if such rights were not suspended under the terms of Article 324, paragraph 1, subparagraph a, of Companies Code.
4. Significant agreements in which the Company is a party and that shall come into force, be modified or terminated upon a change in the Company's control, as a result of a public offer of acquisition, as well as their effects, unless if, due to its nature, their disclosure is prejudicial to the Company, except if the Company is obliged to disclose such information under other legal imperatives (Article 245-A, paragraph 1, subparagraph j).
There are no significant agreements in which the Company is a party or that shall come into force, be modified or terminated in case of change in the Company's control.
5. System of renewal or revoking of defensive measures, especially those that stipulate the limitations of the number of votes susceptible of being held, or exercised, by a single shareholder individually or in coordination with other shareholders.
No defensive measures were adopted and there are no statutory limitations on the number of votes that may be exercised by a single shareholder.
6. Shareholders' agreements that may be known to the company and lead to restrictions in the transmission of securities or voting rights (Article 245-A, paragraph 1, subparagraph g).
Company has no knowledge of any shareholders' agreements that may result in restrictions in the transmission of securities or voting rights.
7. Identification of legal persons who, directly or indirectly, hold qualified holdings (Article 245-A, paragraph 1, subparagraphs c) and d) and Article 16), with detailed indication of the percentage of capital, attributable votes, source and causes of attribution.
On 31st December 2013 and according to the notifications received by the Company, the shareholders who, under Article 20 of the Companies Code, have representative qualifying holdings of, at least, 2% of the social capital of Mota-Engil, are the following:
| Shareholders | No. of shares | % Capital | % Voting Rights (1) |
|---|---|---|---|
| Mota Gestão e Participações, SGPS, SA | 121,724,196 | 59.48% | 62.90% |
| António Manuel Queirós Vasconcelos da Mota | 5,292,359 | 2.59% | 2.73% |
| Maria Manuela Queirós Vasconcelos Mota dos Santos | 3,675,066 | 1.80% | 1.90% |
| Maria Teresa Queirós Vasconcelos Mota Neves da Costa | 3,676,836 | 1.80% | 1.90% |
| Maria Paula Queirós Vasconcelos Mota de Meireles | 4,231,630 | 2.07% | 2.19% |
| Carlos António Vasconcelos Mota dos Santos | 29,300 | 0.01% | 0.02% |
| Atribuível à FM – Sociedade de Controlo, SGPS, SA | 138,629,387 | 67.74% | 71.63% |
(1) Whereas the suspension of voting rights attached to the 11,101,379 shares held by the company itself
There are no shareholders, or category of shareholders, who hold special rights.
Shares held by management members and supervisory bodies in the Company are divulged and annexed to the annual management report under the terms of Article 447 of Companies Code and paragraph 7, Article 14 of the CMVM (Securities Market Commission) Regulations no. 5/2008.
9. Special powers of the management body, namely regarding the decision to the increase in capital (Article 245-A, paragraph 1, subparagraph i)), with date indication on which such powers were granted, term to which they may be exercised, maximum quantitative limit of the increase in social capital, amount already issued under the powers granted and way of achieving the assigned powers.
The Board of Directors of Mota-Engil SGPS, S.A. may deliberate on the increase in share capital of the Company, due to cash inflow, one or more times, in the maximum amount of eighty million Euros, with the sole purpose of providing new shares to holders, which have requested the conversion of convertible bonds into ordinary shares of the Company. On 31st December 2013, the Company had not issued any convertible bonds.
10. Information on the existence of significant relations of commercial nature between the holders of qualifying holdings and the Company.
There are no significant relations of commercial nature between the holders of qualifying holdings and the Company.
On December 31st, 2013, the Board of the Annual General Meeting was composed of the following members mandated for the period 2010-2013:
Chairman: Luís Neiva Santos Secretary: Rodrigo Neiva Santos
According to the Mota-Engil articles of association, each share corresponds to one vote, thus ensuring the necessary proportionality between the holding of capital and the right to vote.
Even though Mota-Engil's articles of association provide for the possibility of the Company issuing preferred non-voting shares, this class of shares does not currently exist.
According to article 23 of the Company's articles of association, in order for the General Meeting to gather and deliberate at first call, shareholders who hold shares corresponding to more than 50% of the share capital must be present or represented.
The statutory rules on the exercise of voting rights by correspondence are stipulated in Article 22 of the Company's articles of association. In accordance with this article, shareholders may vote by correspondence on each and every matter, there being no restriction in this regard.
The Company provides a form for the exercise of voting rights by correspondence. This form can be obtained through from the Capital Market Relations Division (João Vermelho – e-mail: [email protected]).
Postal ballots shall be considered only if received at the Company's registered office at least three days before the date of the General Meeting.
The exercise of voting rights by electronic means is not yet possible. To date the company has received no request for or expression of interest in the provision of these means from shareholders or investors.
The Company shareholders may access, at the website (www.mota-engil.pt), the extracts of the General Meeting minutes, which are published within five days after the meeting is held.
The Company has available, on its website (www.mota-engil.pt), information regarding resolutions made in the Company's General Meetings for the last three financial years, as well as the share capital represented and the results of the votes.
The Company has not adopted any mechanism that causes the mismatch between the right to receive dividends or subscription of new securities and the voting rights of each share.
The memorandum of association of the Company does not provide for a limitation to the votes able to be held or exercised by a sole shareholder individually or jointly with other shareholders.
In accordance with the provisions of the articles of association of the company, the decisions of the Annual General Meeting should be taken by a simple majority except where the law requires differently.
Mota-Engil adopts a Latin/classic model of governance comprising of a Board of Directors, a Statutory Audit Board and a Statutory Auditor not a member of the Statutory Audit Board. The Board of Directors is the body responsible for undertaking all of the administrative actions relating to the company business, deciding on the strategic direction and the designation and general supervision of the Executive Committee and the expert committees formed by the same. The other two bodies have the responsibility of supervision and monitoring.
The details of the structure adopted, the bodies of which it is composed and their corresponding functions and responsibilities are set out below.
16. Regulations in the articles of association regarding procedural and material requirements applicable to the nomination and substitution of members where applicable for the Board of Directors, the Executive Administration Board and the General and Supervisory Board (art. 245-A, no. 1, sec. h)
The members of the Board of Directors are elected in accordance with the law and the articles of association under the terms of the proposal approved at the Annual General Meeting. In addition and as provided for by the law and the articles of association, the Board of Directors selected an Executive Committee. The articles of association do not provide for any specific regime relative to the substitution of members of the Board of Directors and therefore this takes place under the provisions of number 3 of article 39 of the Companies Code.
In accordance with the articles of association of the company the Board of Directors is composed of a minimum of three members and a maximum of fifteen who may or may not be shareholders, elected at an Annual General Meeting. The mandate of the Board of Directors is four years with their re-election being permitted in legal term. The present mandate of the Board of Directors corresponds to the four year period from 2010 to 2013. The Annual General Meeting designates the Chairman and up to three Deputy-chairmen from the Directors elected.
On the 31st of December 2013 Mota-Engil had a Board of Directors made up of 15 members: one chairman, three deputy-chairmen and eleven directors. On that same date, six of its members performed executive functions and formed an Executive Committee, while the remaining nine performed non-executive functions.
| Director | First Appointment | Current term of office |
|---|---|---|
| António Manuel Queirós Vasconcelos da Mota | March 31, 2000 | December 31, 2013 |
| Arnaldo José Nunes da Costa Figueiredo | May 26, 2008 | December 31, 2013 |
| Gonçalo Nuno Gomes de A. Moura Martins | March 28, 2008 | December 31, 2013 |
| Maria Manuela Queirós V. Mota dos Santos | March 31, 2000 | December 31, 2013 |
| Maria Teresa Queirós V. Mota Neves da Costa | March 31, 2000 | December 31, 2013 |
| Maria Paula Queirós V. Mota de Meireles | March 31, 2000 | December 31, 2013 |
| Director | First Appointment | Current term of office |
|---|---|---|
| Ismael Antunes Hernandez Gaspar | March 28, 2008 | December 31, 2013 |
| Luís Filipe Cardoso da Silva | March 31, 2010 | December 31, 2013 |
| Maria Isabel da Silva Ferreira Rodrigues Peres | March 31, 2010 | December 31, 2013 |
| Pedro Manuel Teixeira Rocha Antelo | April 17, 2012 | December 31, 2013 |
| Carlos António Vasconcelos Mota dos Santos | April 17, 2012 | December 31, 2013 |
| José Pedro Matos Marques Sampaio de Freitas | January 7, 2013(1) April 24, 2013(2) |
December 31, 2013 |
| Luís Valente de Oliveira | March 31, 2006 | December 31, 2013 |
| António Bernardo A. da Gama Lobo Xavier | March 31, 2006 | December 31, 2013 |
| António Manuel da Silva Vila Cova | April 15, 2009 | December 31, 2013 |
(1) Co-optation by the Board of Directors
(2) Ratification of the co-optation in the Annual General Meeting
18. Distinction between executive and non-executive members of the Board of Directors and, regarding the nonexecutive members, identification of the members who could be considered independent or, where applicable, identification of the independent members of the General and Supervisory Board
| Director | Executive / Non-executive (1) | Independent / Non-independent(2) |
|---|---|---|
| António Manuel Queirós Vasconcelos da Mota | Non-executive | Non-independent |
| Arnaldo José Nunes da Costa Figueiredo | Executive | Non-independent |
| Gonçalo Nuno Gomes de A. Moura Martins | Executive | Non-independent |
| Maria Manuela Queirós V. Mota dos Santos | Non-executive | Non-independent |
| Maria Teresa Queirós V. Mota Neves da Costa | Non-executive | Non-independent |
| Maria Paula Queirós V. Mota de Meireles | Non-executive | Non-independent |
| Ismael Antunes Hernandez Gaspar | Executive | Non-independent |
| Luís Filipe Cardoso da Silva | Non-executive | Non-independent |
| Maria Isabel da Silva Ferreira Rodrigues Peres | Executive | Non-independent |
| Pedro Manuel Teixeira Rocha Antelo | Non-executive | Non-independent |
| Carlos António Vasconcelos Mota dos Santos | Executive | Non-independent |
| José Pedro Matos Marques Sampaio de Freitas | Executive | Non-independent |
| Luís Valente de Oliveira | Non-executive | Independent |
| António Bernardo A. da Gama Lobo Xavier | Non-executive | Independent |
| António Manuel da Silva Vila Cova | Non-executive | Independent |
(1) Executive: member of the Executive Committee; non-executive: non-members of the Executive Committee.
(2) Considered independent under the independence criteria set out in paragraph 18.1 of Annex I to CMVM Regulation No. 4/2013 of the CMVM and the recommendation II.1.7 of the Corporate Governance Code of CMVM (2013).
It is understood that the annual remuneration of 35,000 euros and 46,000 euros (see paragraph 77) of directors António Bernardo A. da Gama Lobo Xavier and Antonio Manuel da Silva Vila Cova, respectively, does not deprive them of their independence.
Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção, SA
Chairman of the Board of Directors of MEITS Mota-Engil, Imobiliária e Turismo, SA
Member of the Remuneration Committee of Aurimove Sociedade Imobiliária, SA
Currently, besides being the Deputy-Chairman ofthe Board ofDirectors and member ofthe Executive Committee of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group
-On 31st December 2012, and besides being a member ofthe Board ofDirectors and the Executive Committee of Mota-Engil, SGPS, SA, for the past five years, she performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group
Deputy-Chairman of the Board of Directors of Mota-Engil, Engenharia e Construção, SA (responsible for Central Europe)
Currently, besides being a member ofthe Board ofDirectors and the Executive Committee of Mota-Engil, SGPS, SA, for the past six years, he performs duties in various governing bodies of companies of the Mota-Engil Group and companies outside the Group
Director of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão SA
Director of MESP Central Europe Sp. z.o.o.
Former member of the Supervisory Board of several companies of the Ascendi Group
Currently, besides being a member of the Board of Directors of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group
Director of San Jacinto Investments Ltd. (since 2000)
Currently, besides being a member of the Board of Directors of Mota-Engil, SGPS, SA, he performs duties in various governing bodies of companies of the Mota-Engil Group
General-Director at Mota Gestão e Participações, SGPS, SA (2011-2012)
Responsible for the Financial Services at Ascendi Group (2009-2011)
Controller in the Department of Management Planning and Control at Sogrape Vinhos, S.A. (2004-2008)
From 1999 to the present, he has been a consultant for the executive committee of SonaeCom, being charged with directing the legal, tax, public relations and regulations departments
Since 1985 he has worked independently as a legal consultant in the areas of Finance Law and Tax Law
Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA
From June 2008 to August 2009, member of the Board of Directors of Sociedade Lusa de Negócios
Currently, he is a non-executive independent member of the Board of Directors of Mota-Engil, SGPS, SA and Member on the Supervisory Board of Banco Finantia
The members of the Board of Directors, António Manuel Queirós Vasconcelos da Mota, Maria Manuela Queirós Vasconcelos Mota dos Santos, Maria Teresa Queirós Vasconcelos Mota Neves da Costa and Maria Paula Queirós Vasconcelos Mota de Meireles, are siblings and holders of 99% of the share capital of FM – Sociedade de Controlo, SGPS, SA, to which dominance of Mota-Engil's share capital and the respective voting rights are attributed.
Board of Directors member Carlos António Vasconcelos Mota dos Santos is the son of Maria Manuela Queirós Vasconcelos Mota dos Santos while the member José Pedro Matos Marques Sampaio de Freitas is the brother-in-law of Maria Paula Queirós Vasconcelos Mota de Meireles.
21. Organisational charts or tables of duties related to the division of responsibilities between the various corporate bodies, committees and/or departments of the Company, including information regarding the scope of the delegation of responsibilities, in particular as it relates to the delegation of the day-to-day management of the Company
As at December 31st, 2013, Mota-Engil had a Board of Directors made up of 15 members: one chairman, two deputychairmen and twelve directors. On that same date, six of its members performed executive functions and formed an Executive Committee, while the remaining nine performed non-executive functions.
The Executive Committee was elected by the Board of Directors, having been delegated all the powers related to the management of activities at MOTA-ENGIL and all its subsidiaries, in its strictest interpretation of making tactical options and controlling concrete lines of development in the various activities, assuming the responsibilities of executive management of the Group's business in line with the guidelines and policies defined by the Board of Directors. The Executive Committee can discuss all the matters that are the responsibility of the Board of Directors, without prejudice to only being able to deliberate on the matters delegated to them. All matters dealt with by the Executive Committee, even if included in its delegated responsibilities, are made known to the non-executive directors, who have access to the corresponding minutes and support documents.
The Executive Committee meetings are held every fortnight, and at the beginning of the fiscal year all meetings to be held during the year are scheduled. The Chairman of the Executive Committee, through the Communication, Strategy and Institutional Relations Division, submits the notices and the minutes of the respective meetings in a timely fashion to the chairman of the Board of Directors and the chairman of the Statutory Audit Board. The executive members provide to non-executive members as well as the other board members all necessary explanations for the exercise of these powers, either on his own initiative or at the request of the same.
In addition to the functions that are attributed to it by law, the Board is essentially committed to defining and controlling the strategic development of the Group and each of its business and decision-making on matters of greater importance. In this context, were not delegated responsibilities concerning strategy and general policies of the company, corporate structure of the group and decisions that must be considered strategic due to the amounts, risk and particular characteristics.
The Chairman of the Board of Directors has the responsibilities entrusted to him by law and by the articles of association.
With regard to the assignment of posts to the members of the Board of Directors, particularly within the scope of the Executive Committee, the following are underscored:
Gonçalo Nuno Gomes de Andrade Moura Martins
Arnaldo José Nunes da Costa Figueiredo
José Pedro Matos Marques Sampaio de Freitas
Ismael Antunes Hernandez Gaspar - Africa Business Area
Maria Isabel da Silva Ferreira Rodrigues Peres
Carlos António Vasconcelos Mota dos Santos
As at December 31st, 2013, Gonçalo Nuno Gomes de Andrade Moura Martins, in the capacity of Chairman of the Executive Committee, was considered the Chief Executive Officer (CEO) of Mota-Engil. José Pedro Matos Marques
Sampaio de Freitas, in the capacity of responsible for the financial areas of Mota-Engil, was considered the Chief Financial Officer (CFO).
Non-executive directors monitor the Company's business, thus guaranteeing their effectiveness to supervise, inspect and assess the business, specifically through periodic meetings of the Board of Directors, without prejudice to access to any information or documentation as may be requested at any time. In exercising their non-executive duties the directors were not faced with any constraints in 2013. The annual management report includes a description of the activity of the non-executive directors.
Supervision of the Company is performed by a Statutory Audit Board and by a Statutory Auditor (auditing firm), performing the duties called for by law and by the articles of association.
The General Meeting shall elect the Statutory Audit Board and designate, at the proposal of the Statutory Audit Board, the Statutory Auditor or auditing firm.
The Mota-Engil Statutory Audit Board is made up of four members, a chairman, two full members and an alternate member.
In accordance with the articles of association the duties of the Remuneration Committee, elected by the shareholders at a General Meeting, are to define the policy for the remuneration of the corporate officers, setting the applicable remuneration taking into account the duties performed, their performance and the Company's economic situation. In this connection, the Remuneration Committee constantly monitors and assesses the performance of the directors, verifying the extent to which the proposed objectives have been accomplished and meets as and when necessary. The directors' remuneration includes a performance-based component.
The committee elected for the 4-year term of office 2010-2013 is made up of the following members: António Manuel Queirós Vasconcelos da Mota, Maria Teresa Queirós Vasconcelos Mota Neves da Costa, both of whom are members of the management body, and Manuel Teixeira Mendes. Minutes are drawn up of all meetings held.
The Investment, Audit and Risk Committee is normally composed of three permanent members (three non-executive directors, one of whom is an independent non-executive director), and it may invite other senior Group staff connected with the projects under evaluation. The main functions and responsibilities of the Committee is to appraise and suggest investment and business risk policies and projects to the Board of Directors, examine and issue opinions on investment or divestment projects, issue opinions on getting into and out of new business areas and monitor relevant financial and corporate operations. Minutes are drawn up of all meetings held. As at December 31st, 2013, members of the committee were Maria Teresa Queirós Vasconcelos Mota Neves da Costa, Luís Filipe Cardoso da Silva and António Manuel da Silva Vila Cova, the last one being an independent non-executive director.
No other committees were created within the Board of Directors, including the assessment of performance of executive directors and reflection on system structure and governance practices adopted, since it does not become necessary.
The management and supervisory bodies for the company have internal regulations for their function which are not published on the company website and which are not available for consultation. Mota-Engil understands that the regulations go beyond the mere functioning of the bodies with a reserved content which is the reason that they are not publicly available.
In the course of 2013, 22 meetings of the Board of Directors and 20 meetings of the Executive Committee were held with the following degree of fulfilment:
| Director | Board of Directors | Executive Committee |
|---|---|---|
| António Manuel Queirós Vasconcelos da Mota | 32% | n.a. |
| Arnaldo José Nunes da Costa Figueiredo | 77% | 100% |
| Gonçalo Nuno Gomes de A. Moura Martins | 45% | 100% |
| Maria Manuela Queirós V. Mota dos Santos | 95% | n.a. |
| Maria Teresa Queirós V. Mota Neves da Costa | 95% | n.a. |
| Maria Paula Queirós V. Mota de Meireles | 86% | n.a. |
| Ismael Antunes Hernandez Gaspar | 41% | 95% |
| Luís Filipe Cardoso da Silva | 95% | n.a. |
| Maria Isabel da Silva Ferreira Rodrigues Peres | 95% | 100% |
| Pedro Manuel Teixeira Rocha Antelo | 27% | n.a. |
| Carlos António Vasconcelos Mota dos Santos | 77% | 90% |
| José Pedro Matos Marques Sampaio de Freitas | 73% | 100% |
| Luís Valente de Oliveira | 14% | n.a. |
| António Bernardo A. da Gama Lobo Xavier | 14% | n.a. |
| António Manuel da Silva Vila Cova | 14% | n.a. |
The Remuneration Committee is the body responsible for assessing the performance and approving the remuneration of the members of the Board of Directors as representative of shareholders in accordance with the remuneration policy approved by the Annual General Meeting.
The quantitative element of the assessment of performance consists of a series of KPI indexed in the Strategic Plan "Ambition 2013" (recently updated by "Ambition 2.0") in accordance with the Balanced Scorecard methodology which orientates the performance in four value perspectives: the financial sustainability of the Group and the creation of shareholder value; the satisfaction of customer requirements; efficiency and innovation of internal processes; and the development and enabling of human capital.
Below is an example of the KPI chart adopted in the current Balanced Scorecard tool for the Group.
| Financial Perspective | · ROCE |
|---|---|
| · EBITDA | |
| · Turnover | |
| Customers | · % international turnover generated in selected markets |
| Internal Processes | · Weight of investment on the generation of future turnover |
| Learning and Growth | · Participation of Staff Members in the ME Active School |
ROCE = Operating Results / Invested Capital EBITDA = Operating profit + depreciation + provisions and impairment losses
The quantitative assessment is subsequently weighted by a discretionary, individual, qualitative assessment which may result in a pay-out value between a pre-established minimum and maximum percentage.
The responsibilities exercised by the directors in other companies (in their majority in Group companies or representing the Group) and other relevant activities are broken down at Appendix "Functions performed by members of the Board of directors, being the availability of each member for the exercise of their functions demonstrated not only by the posts they occupy but also by the degree of attendance and active participation of the directors in meetings whether of the Executive Committee, in the case of executive directors, or in meetings of the Board of Directors, for all members (according to 23 above).
In addition to the Executive Committee, the Board of Directors created the Investment, Audit and Risk Committee (according to 21 above). The respective internal regulations are not available for consultation.
| Director | Function | ||
|---|---|---|---|
| Gonçalo Nuno Gomes de A. Moura Martins | Deputy-Chairman of the Board of Directors and Chief Executive Officer |
||
| Arnaldo José Nunes da Costa Figueiredo | Deputy-Chairman of the Board of Directors | ||
| Ismael Antunes Hernandez Gaspar | Member | ||
| Maria Isabel da Silva Ferreira Rodrigues Peres | Member | ||
| Carlos António Vasconcelos Mota dos Santos | Member | ||
| José Pedro Matos Marques Sampaio de Freitas | Chief Financial Officer (CFO) and Chief Information Officer (CIO) |
On this matter reference is made to 21 and 27 above.
The Statutory Audit Board and the Statutory Auditor are the company's supervisory bodies under the governance model adopted.
31. Composition, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters with an indication of the statutory minimum and maximum number of members, statutory duration of their mandate, the number of effective members, the date of nomination and the termination date for each member with reference to the point in the report where this information appears under the provisions of no. 18
In accordance with the company's articles of association, the Statutory Audit Board should be composed of a minimum of three effective members, this number being set by the Annual General Meeting. The Statutory Audit Board also will have two alternate members if constituted with three or more effective members respectively. The Statutory Audit Board nominates its chairperson when the Annual General Meeting fails to do so. The mandate for members of the Statutory Audit Board has a duration of four years.
The members nominated for the current mandate (four year period 2011-2014) and currently in post are:
| Member | Function | First appointment | Current term of office |
|---|---|---|---|
| Alberto João Coraceiro de Castro | Chairman | March 30, 2007 | December 31, 2014 |
| José Rodrigues de Jesus | Full Member | March 30, 2007 | December 31, 2014 |
| Member | Function | First appointment | Current term of office |
|---|---|---|---|
| Horácio Fernando Reis e Sá | Full Member | April 14, 2011 | December 31, 2014 |
| Pedro Manuel Seara Cardoso Perez | Alternate Member | March 30, 2007 | December 31, 2014 |
All the members of the Statutory Audit Board, both full and alternate, comply with the independence criteria provided for under no. 5 of article 414, along with the incompatibility regulations provided for under no. 1 of article 414-A and those of the Company Code.
33. Professional qualifications, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board or the Committee for Financial Matters and other relevant curricular matters referring to the point in the report where this information appears under the provisions of no. 21
Licentiate Degree in Economics from the School of Economics of the University of Porto
Doctorate in Economics from the University of South Carolina
Professor at the Portuguese Catholic University (Porto)
Deputy-Chairman of the General and Supervisory Board of EDP (since 2006)
Chairman of the Fiscal Board of Unicer (since 2007)
Ombudsman of the Port of Leixões
Chairman of the Board of Directors of Ciencinvest – Valorização Económica da Ciência, SA (2005-2008)
Non-executive Member of the Board of Directors of Douro Azul, SA (until 2008)
Licentiate Degree in Economics from the School of Economics of the University of Porto
Statutory Auditor
University lecturer
Statutory Auditor
34. Existence and site where the functional regulations, where applicable, for the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters, may be consulted, referring to the point in the report where this information appears under the provisions of no. 24
The Statutory Audit Board for Mota-Engil, SGPS, SA has internal functional regulations although this is not published on the company website and is not available for consultation. Mota-Engil understands that the regulations go beyond the merely functional aspects of the body with a reserved content which is why it is not made public.
35. Number of meetings held and the level of attendance, where applicable, of each member of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters referring to the point in the report where this information appears under the provisions of no. 25
During 2013, 4 meetings of the Statutory Audit Board were held, with the presence of all of its members in office.
36. Availability of each of the members, where applicable, of the Statutory Audit Board, the Audit Committee, the General and Supervisory Board and the Committee for Financial Matters with indication of the posts held simultaneously in other companies within and outside of the group and other relevant activities carried on by the members of said bodies in the course of the period referring to the point in the report where this information appears under the provisions of no. 26
| Alberto João Coraceiro de Castro (Chairman) | |
|---|---|
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 - Does not hold positions in other societies of the Mota-Engil Group |
|
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 | |
| - Member of the General and Supervisory Board of EDP – Electricidade de Portugal, S.A. | |
| - Chairman of the Fiscal Board of Unicer – Bebidas S.A. | |
| - Deputy-Chairman of the General Meeting of Metro do Porto, S.A. | |
| - Member of the General Meeting of CGC – Centro de Genética Clínica e Patologia, SA | |
| - Chairman of the Supervisory Board of the Portuguese Red Cross |
Deputy-Chairman of the Association of Statutory Auditors
Non-executive director, also sitting on the Audit Committee, of Banco Comercial Português, S.A.
The Statutory Audit Board, under the terms of article 62-B of Decree Law 487/99 of the 16th of November (amended by decree law 224/2008 of the 20th of November), receives annually the statement of the auditor's independence where the services provided by this and other entities in the same network, the respective fees paid, any threats to independence and the safeguard measures taken against them. All threats to the independence of the auditor are assessed and discussed together with the safeguarding measures.
In addition and as is provided for in the respective functional regulations, the Statutory Audit Board is responsible for studying and deciding, after hearing from the Audit, Investment and Risk Committee on the provision by the external auditor of additional services to the company and companies within the Group together with the respective conditions. Where the added value for services other than auditing or related with the audit exceeds the sum of 300,000 euros per year, the Statutory Audit Board should forward an opinion to the Executive Committee for study.
The Statutory Audit Board is responsible for the following under the terms of the law and the respective Functional regulations:
auditor and study and decide on the provision of additional services by the auditor to the companies in the Group together with the respective conditions after consulting the Audit Committee
The post of Statutory Auditor is performed by António Magalhães & Carlos Santos, SROC, represented by António Monteiro de Magalhães, ROC (chartered accountant).
The post of Statutory Auditor is performed by António Magalhães & Carlos Santos, SROC since 2007, or for seven years, and this year it has been carried on the rotation of the engagement partner.
During 2013 António Magalhães & Carlos Santos, SROC did not provide any other services to the company and/or subsidiaries other than those of auditing.
The external auditor for the company is Deloitte & Associados, SROC, SA, represented by Jorge Manuel Araújo de Beja Neves.
Deloitte & Associados, SROC, SA provides the services of external auditing to the company since 2002, therefore for 11 years. In 2009 a new auditor representing the company became responsible for the orientation and execution of said services (seven years after the previous substitution).
The Company's policy in terms of rotation of the external auditor is to carry out a consultation process to select the external auditor each 4 years. In 2013, as part of its duties, the Audit Committee promoted the launch of a consultation process for the period 2013-2016 and invited 4 audit firms of international repute to submit a proposal for the provision of audit services to Mota-Engil.
The Statutory Audit Board annually assesses the external auditor, taking responsibility for supervising their qualifications and independence, as well as to ensure that are provided within the company the appropriate conditions for the provision of their services, being the point of contact and the first recipient of their respective reports.
Although not specific or exclusive competence of the General Assembly, nothing prevents it to be called upon to decide, in case of questioning by the Statutory Audit Board for the removal of the external auditor, where there is just cause for the effect. In any case, and to date, the Statutory Audit Board of Mota-Engil found no reason to consider taking steps towards removing for cause an entity that has played the role of external auditor of the Company.
46. Identification of the tasks other than auditing carried out by the external auditor for the company and/or for companies which it controls as well as indicating the internal procedures for the purposes of approval of the contracting of said services and the reasons for doing so
The work, other than audit, provided by the external auditor mainly comprised tax advisory services and the total cost was around 137,000 euros (about 13% of the total billed by the external auditor to the Group).
The services of fiscal consulting and other services rendered are provided by specialists other than those involved in the process of auditing, by which the independence of the auditor is considered to be reinforced. The External Auditor's quality control system manages and monitors the potential risks of loss of independence or potential conflicts of interest with Mota-Engil. In addition, a "Letter of Independence" is obtained in which Deloitte guarantees fulfilment of the IFAC (International Federation of Accountants) international guidelines on the matter of auditor independence.
The Statutory Audit Board also receives the declaration of the independence of the auditor under the terms of article 62-B of Decree Law number 487/99 of the 16th of November (amended by Decree aw number 224/2008 of the 20th of November, which describes the services provided by the auditor and other entities in the same network, the respective fees paid, any threats to their independence and the measures for its safeguarding. All threats to the independence of the auditor are assessed and discussed with the auditor together with the respective safeguarding measures.
The external auditor verifies the implementation of remuneration policies and systems as well as the effectiveness and operation of internal control mechanisms. In case of finding any defect or irregularity, this will be reported to the Audit Committee.
47. Indication of the annual amount paid by the company and/or companies, controlled or part of the group, to the auditor and to other individuals or companies belonging to the same network, as well as the percentage for the following services (for the purposes of this information, the concept of "network" is that deriving from the Recommendation of the European Commission no. C (2002) 1873, of the 16th of May)
During 2013 the annual remuneration borne by Mota-Engil and other companies which it controlled or part of the Group from the External Company Auditors (Deloitte & Associados, SROC, SA), including other entities forming part of the same network, was 1,041,063 euros which was shared by the following services (values rounded):
| Nature of the Service | Company | Other group entities | TOTAL | |||
|---|---|---|---|---|---|---|
| Amount (€) |
% | Amount (€) |
% | Amount (€) |
% | |
| Statutory audit of accounts | 37,000 | 39% | 821,515 | 87% | 858,515 | 82% |
| Other reliability guarantee services | 42,000 | 45% | 4,000 | 0% | 46,000 | 4% |
| Tax consultancy | 14,750 | 16% | 56,673 | 6% | 71,423 | 7% |
| Other consulting services | - | 0% | 65,666 | 7% | 65,666 | 6% |
| TOTAL | 93,750 | 100% | 947,853 | 100% | 1,041,603 | 100% |
Amendments to the articles of association obey the terms of the Companies Code and require a two thirds majority of votes issued for approval of this decision.
At the end of 2008 the "Statutory Audit Board Regulation on procedures to be adopted on the reporting of irregularities" was approved and published throughout the Group in an internal service order.
The Mota-Engil Board of Directors, by approving this regulation, sought to promote the internal reporting of irregular practices so as to prevent irregularities and avoiding serious damage from the ongoing irregular practice and fulfilling the recommendation of the Stock Market Commission on the matter.
The regulation considers that acts or omissions, either intentional or negligent taking place within the scope of the activities of the Mota-Engil Group and which could affect the financial accounts or others and which are damaging to the good name and integrity of the group including the violation of any law, regulation or rule, the practise of fraud, abuse of authority, bad management, wastage of funds, damage to health or safety of employees and environmental damage constitute irregular practices.
The Statutory Audit Board guarantees the confidentiality of any reports as well as the anonymity of the source which reports indications of the practice of irregularities without prejudice to the awareness of the Board of Directors of Mota-Engil. When the indications of irregularities are reported by employees of the Mota-Engil Group companies, the rights of the former will not suffer any loss of rights as a result. Anyone maliciously reporting indications of irregular practices, falsely or in bad faith as with anyone infringing the duty of confidentiality may be subject to legal sanctions together with disciplinary procedures in the case of Mota-Engil Group employees.
The stages in the process of reporting irregularities which are the responsibility of the Statutory Audit Board are as follows:
The process of investigation is promoted by the Statutory Audit Board assisted by the Investment, Audit and Risk Committee which will be responsible for matters other than the taking of decisions. The Investment, Audit and Risk Committee may propose the employment of external auditors or other experts to assist in the investigation where the specialisation of the matter in question requires.
By the 31st of January of each year the Statutory Audit Board assesses the activity carried out the previous year and proposes the amendments considered necessary for improvements and the perfecting of the system for reporting irregular practices.
The Executive Committee and, ultimately, the Board of Directors is responsible for guaranteeing the creation and functioning of the internal control and risk management systems, and to the Statutory Board is granted, among others, the responsibility to evaluate the functioning of these systems and propose any adjustment in accordance with the Company's needs. Furthermore, on this matter, as stipulated in subparagraph i) of paragraph 1 of Article 420 of the Companies Code, it is the Statutory Audit Board's task to verify the efficacy of the risk management system, internal control system and the internal audit system.
The Investment, Audit and Risk Committee, created within the Board of Directors (see paragraph 21) for the purpose of supporting the management of the Mota-Engil Group to reinforce the means and methods of action at the internal control level and the anticipation of business risk, operates through the Office of Audit and Risk, resource structure which is specifically allocated to the following functions:
The Statutory Board accesses the reports and opinions issued by the Investment, Audit and Risk Committee making an assessment of the functioning of the implemented internal control and risk management systems and their adjustment to the needs of the Company.
The Board of Directors and the Statutory Audit Board recognise the importance that the risk management and internal control systems have on the organisation, encouraging the human and technological conditions susceptible of providing an environment of control that is proportionate and suited to the risks of the activity.
The Audit and Risk Department hierarchically and functionally reports to the Investment, Audit and Risk Committee. This committee is normally composed of three permanent members (three non-executive directors, one of whom is an independent director). Although it does not report, functionally, to an independent director or the Statutory Board, the independence of this department from the executive management body is considered guaranteed.
Mota-Engil's risk management is an integrating element of all organisational and decision processes within the Company rather than an isolated activity apart from the Company's main activities. Within this scope, and besides the specialised bodies and committees already identified with responsibilities on this matter, risk management and control is monitored by the heads of business areas and by the corporate functions of the Company, namely the Legal Department, the Department of Planning and Corporate Management Control, the Department of Corporate Finance and the Corporate Department of Human Resources.
The mapping of the materially relevant risks of the Mota-Engil Group has allowed to determine that the main risks to which the Company is exposed to include its dependence on costumers, the behaviour of its competition, liquidity, level on indebtedness, interest rate, as well as the diversity of legal and tax frameworks to which the Company is exposed to as a result of the its wide geographical presence. For more information on the risks to which the Group is exposed, refer to chapter 5 of the Management Report on the Report and Consolidated Accounts of 2013.
The Mota-Engil Group is subject to a diversified set of risks that may have a negative impact on its activity. All these risks are properly duly identified, assessed and monitored, where different structures within the Company are responsible to manage and/ or mitigate them, with special importance given to the role of the Investment, Audit and Risk Committee. The sensitivity analyses of the main financial risks, considering their high probability of occurrence, are described in Note 11 of the Consolidated Report and Accounts of 2013.
The risk management process of at Mota-Engil is supported by COSO (Enterprise Risk Management – Integrated Framework) methodology, which comprises, specifically: the assessment and attribution of degrees of criticalness and priority to risks according to their impact on business objectives and the probability of occurrence. In generic terms, the functioning of the internal control and risk management system implemented in the Company is as follows:
• Scope of process: The main risks to which the Group is exposed are monitored, specifically market risks of the business segments, financial risks (of foreign exchange and interest rates) and other business risks (operational, integrity, information and communication systems), through internal reports from the Investment, Audit and Risk Committee, as well as the reports and communication issued by the corporate officers (namely the Legal Office, the Department of Planning and Corporate Management Control, the Department of Corporate Finance and the Division of Corporate Human Resources).
Additionally, all investments or new businesses are analysed regarding risk by the various corporate areas, and are subjected to a preliminary opinion from the Investment, Audit and Risk Committee before being submitted for approval by the Board of Directors.
The evaluation of the internal control and risk management system allowed the assessment of its efficacy, notwithstanding the reference of improvement measures to be implemented in the short and medium term.
Regarding risk control in the process of disclosing financial information, only a very restricted number of Mota-Engil collaborators are involved in the process. To this end, and by way of legal provision (Article 248(6) of the CVM-Securities Code) Mota-Engil drafted a list of the collaborators, employed or not by the company, who have access, either regularly or occasionally, to privileged information. This list was provided to all collaborators involved, with clarification regarding: (i) the reasons that led to his/her inclusion in such list; (ii) the rights and obligations set forth in the law; (iii) the consequences resulting from the dissemination or abusive disclosure or use of privileged information.
Mota-Engil maintains ongoing contact with investors and analysts through the Market Relations Division which makes up-to-date information available which is relevant and reliable, as well as providing clarifications regarding the business of the Group with a view to improve their awareness and understanding of the Group.
The Capital Market Relations Division, jointly with the Planning and Corporate Management Board, regularly prepares presentations for the financial community, reports with quarterly, six-monthly and annual results as well as market relevant communications whenever this proves necessary for divulging or clarifying any event which might influence the share price of Mota-Engil, SGPS, SA. In addition and when requested, clarifications are provided about the Group's activities in response to questions raised by e-mail or telephone.
All information divulged is made available on the CMVM webpage (www.cmvm.pt) and that of Mota-Engil (www.motaengil.pt).
João Vermelho is responsible for the Market Relations Division.
Contact information: João Vermelho Rua Mário Dionísio, 2 2796-957 Linda-a-Velha Tel.: +351 214 158 200 Fax: +351 214 158 688 e-mail: [email protected]
The representative for Market Relations is Luis Filipe Cardoso da Silva.
Contact information: Luís Silva Edifício Mota Rua do Rego Lameiro, 38 4300-454 Porto Tel.: +351 225 190 300 Fax: +351 225 190 303 e-mail: [email protected]
As already mentioned, the Company maintains permanent contact, through the Market Relations Division, with the capital market, its shareholders and analysts by providing constantly updated information. When requested, provides clarification on the relevant facts of the activities of the Society, becoming available under the law. All requested information is analysed and answered in a period not exceeding five working days. The Company believes that its Market Relations Division ensures permanent contact with investors, keeping a register of applications and the respective treatment that was given.
The company website is available in both Portuguese and English and can be accessed at the following address www.mota-engil.pt. In the area for investors is provided information that enables knowledge about the evolution of the company and its current reality in economic, financial and governance terms.
60. Web address providing information on the company, its status as an open capital company, registered offices and other elements referred to in article 171 of the Companies' Code
http://www.mota-engil.pt/CompanyDetailSimple.aspx?contentId=127&Language=2
61. Web address for the articles of association and the regulations for the function of its bodies and committees
http://www.mota-engil.pt/InvestorBoard.aspx?contentId=909&Language=2
62. Web address where information on the identity of the holders of offices on company bodies, the representative for market relations, the Investor Support Office or equivalent structure and their respective functions and means of access may be found
http://www.mota-engil.pt/CompanyDetailSimple.aspx?contentId=127&Language=2
http://www.mota-engil.pt/Contact.aspx?contentId=128&Language=2
63. Web address where documents providing accounts can be found and which should be available for at least five years together with a six-monthly calendar of corporate events published at the beginning of each period including annual General Meetings, the publication of annual, six-monthly and where applicable, quarterly accounts
http://www.mota-engil.pt/InvestorBoard.aspx?contentId=131&Language=2
64. Web address where the notice of the annual general meeting is published together with all of the related preparatory and subsequent information
http://www.mota-engil.pt/InvestorBoard.aspx?contentId=132&Language=2
65. Web address where the company archives are made available including decisions taken at annual general meetings for the company, the share capital represented and the results of votes for the previous 3 years
http://www.mota-engil.pt/InvestorBoard.aspx?contentId=132&Language=2
66. Indication of the responsibility for determining the remuneration of corporate bodies, the members of the executive committee or the managing director and company directors
In accordance with the articles of association, the Remuneration Committee, elected by the shareholders in the Annual General Meeting has the function of defining the policy for the remuneration of company officers, setting the applicable remuneration taking into consideration the functions exercised, their performance and the financial situation of the company.
The remuneration of officers of the company is determined by the respective administration body observing the principles of the remuneration policy submitted by the Remuneration Committee for study by the Annual General Meeting as established under Law 28/2009 of the 19th of June.
The committee elected for the four-year period 2010-2013 is composed of the following members: António Manuel Queirós Vasconcelos da Mota, Maria Teresa Queirós Vasconcelos Mota Neves da Costa, both of whom are members of the board of directors, and Manuel Teixeira Mendes.
António Manuel Queirós Vasconcelos da Mota (Chairman, non-executive member of the Board of Directors and relative of two executive members) and Maria Teresa Queirós Vasconcelos Mota Neves da Costa (non-executive member of the Board of Directors and relative of two executive members) form the Remuneration Committee, having been elected for these duties by the General Meeting, under a proposal from the majority shareholder Mota Gestão e Participações, SGPS, SA. Their participation on the Remuneration Committee is limited exclusively to the representation of the shareholder interest, intervening there in that capacity and not as members of the management body. To ensure their independence in the performance of these duties, these members do not take part in any discussion or deliberation in which there is or there may be a conflict of interest, specifically when it comes to the setting of their relatives remunerations as members of the management body.
The company did not hire any firm to support the Compensation Committee in its functions.
It is considered that, by virtue of their respective curricula and career paths, the three members of the Remuneration Committee have knowledge and experience in matters of remuneration policy. Additionally and when necessary, the Remuneration Committee is assisted by specialized internal or external to the Company's resources to support their decisions regarding the remuneration policy.
As stipulated by Law 28/2009, of the 19th of June, a declaration on the remuneration policy of the management and supervisory bodies is submitted annually for study to the Annual General Meeting.
The general principles to be observed in the setting of remuneration are the following:
The functions performed by each member should be taken into account in the broadest sense of the activity effectively exercised and the associated responsibilities and not solely in a formal sense. All of the directors or the members of the Supervisory Board will not be in the same position. Consideration of the functions should be made in the broadest sense with the requirement that criteria such as responsibility, the time spent or the value added for the Group which results from a specific type of activity or institutional representation should be taken into account not discounting any functions performed at other companies controlled which implies an increase in responsibility as a cumulative source of income.
In line with the principle enunciated the Group has established a remuneration policy, the coverage of which is extended by segments to members of management and employees based on the international Hay model for the marking of functions.
In accordance with the current methodology, functions are assessed on the basis of knowledge, complexity and responsibility/autonomy required and fitting subsequently into pre-defined functional groups, which constitutes the vector for the determining of conditions in matters of remuneration.
The financial situation of the company should be taken into consideration together with its interests from a longer term perspective and its growth and the creation of shareholder value.
In 2008 the Group developed a five-year strategic plan "Ambition 2013" (updated in 2012 to "Ambition 2.0") the execution of which is subject to periodic assessment through a series of KPI (Key Performance Indicators) making up the Balanced Scorecard which guides performance along four value perspectives: the financial sustainability of the Group and the creation of shareholder value; the satisfaction of customer needs; efficiency and innovation of internal processes; and the development and qualification of human resources.
As "Ambition 2.0" is the instrument which strategically guides the Group, the KPI comprise one of the key components for the assessment of members of Group management and for the determination of their respective remuneration driving the incentive mechanisms toward the effective creation of value with a long-term horizon.
The establishment of any remuneration cannot avoid the laws of supply and demand and the members of company bodies are no exception. Respect for market practises allows professionals to be maintained with a level of performance
which is adequate to the complexity of their functions and their responsibilities. It is important that the remuneration should be in line with the market and stimulating as a means for achieving a high level of individual and collective performance assuring not only their own interests but essentially those of the company and the creation of shareholder value.
Taking into account the abovementioned principle, the periodic auditing of compensation practice as well as their comparison with the market is the remuneration policy environment for the Group. To this end the international Hay methodology for the marking of functions is adopted along with Hay salary studies aimed at the comparative functional group thus ensuring competitive rationales adjustments to the strategy for the development of human capital and the evolution of the salary market.
The specific remuneration policy options submitted and approved were the following:
The remuneration policy embodies two fundamental aspects in the compensation of all members of Group management and employees: first the equity/competitiveness of salaries which is safeguarded by internal analysis and external comparison of the proportion of fixed payments in relation to the function exercised by the postholders (using the Hay methodology as support); secondly meritocracy complementing the fixed salary with a variable element dependent on assessment of performance.
Under the remuneration policy defined for the Group the variable remuneration is dependent on the assessment of performance the general principles of which and the respective mode of application are to be found in the Corporate Performance Management Model.
The assessment of performance in the Group covers two elements: quantitative assessment measured through the fulfilment of KPIs indexed to the strategic plan "Ambition 2.0" and which are measured by annual targets at the start of the assessment cycle; and the qualitative assessment which results from an individual assessment covering key competencies for the Group (corporative management and personal).
The determining of Group's variable remuneration presupposes the observance of two cumulative conditions: the attainment of the target barriers defined at the start of each annual assessment cycle developed from the long term strategic plan; and the attainment of 95% on average of the quantitative targets weighted by the individual qualitative assessment which may result in a pay-out sum which varies between a predefined minimum and maximum percentage.
In addition, preventive mechanisms are established which inhibit the payment of variable remuneration so as to minimise the incentive for unaligned results with a perspective of the creation of sustainable value with a long term horizon.
Therefore, there will be no variable remuneration where any of the following conditions is found:
One of the target barriers (which corresponds to the minimum to be attained in each KPI to be eligible for the payment of variable remuneration) not being attained in accordance with the parameters set at the start of the annual assessment cycle;
The attainment on average of the targets defined by KPI weighted with the individual qualitative assessment being less than 95%.
In the setting of all remuneration and the specific distribution of the total sum for variable remuneration of the members of the Board of Directors, the general principles quoted above will be observed: functions performed, financial situation of the company and market criteria.
The Group's remuneration policy is extended to cover management and employees and is segmented into predefined functional groups (members of the Board of Directors being included in top executives) using the international Hay model for the marking of functions. Under the Group's remuneration policy it is ensured that the fixed remuneration for each functional group (for both the fixed and the variable elements) has as its rationale, internal equity and salary benchmarking for the market produced periodically.
The policy and recommendation practices of the groups of companies taken as comparative elements for the setting of remuneration, all national companies of an equivalent size are taken into account by the Remuneration Committee within the limits of accessible information and specifically the PSI-20 as well as companies on other international markets with characteristics equivalent to those of the Group.
No agreements for payments by the Group are set by the Remuneration Committee for the relief or termination of the functions of directors by agreement.
As already mentioned, the remuneration of non-executive members of the management body includes variable components. Mota-Engil believes that, besides having the duty to reward the long-term strategy carried out by the entire Board of Directors, including the non-executive directors, this does not pervert their non-executive function.
Besides the articles of association determining that, in overall terms, the variable salary of the Board of Directors cannot exceed 5% of the profits for the financial year, there are mechanisms in the compensation policy set in place that aim, on the one hand, to reward the effective creation of value in a long-range perspective, whilst on the other hand, they
see to discourage the assumption of excessive risks and behaviours that are out of line with the strategy outlined for the Group.
In this way, the fixed and variable compensation is delimited by compensation place holders that have as their rationale the function, the corresponding functional group and the benchmarking in the market of reference. The fixed compensation has an underlying predefined minimum and maximum value by functional group and the variable compensation is dependent on the performance evaluation, which can result in a pay-out amount that varies between predefined minimum and maximum percentages. In aggregate terms, the mix of fixed and variable compensations is balanced, due to the setting of minimum and maximum limits, provided in the scope of the compensation policy.
No mechanisms have been formally provided that would inhibit executive directors from entering into contracts that might put into question the rationale of the variable remuneration. The Remuneration Committee, however, always takes this factor into consideration in the criteria used for setting the variable remuneration and the Board of Directors considers that it is forbidden the possibility to conclude contracts with the Company and its subsidiaries and / or affiliates, or third parties that may mitigate the risk inherent in the variability of the remuneration fixed by the Company.
The remuneration of non-executive members of the management body includes variable components. Mota-Engil believes that, besides having the duty to reward the long-term strategy carried out by the entire Board of Directors, including the non-executive directors, this does not pervert their non-executive function.
70. Information on the mode by which remuneration is structured so as to permit the alignment of the interests of members of the management board with the long term interests of the company together with the mode by which assessment of performance is based while acting as a disincentive to the excessive assumption of risk
The current Group's remuneration policy as approved by the last Annual General Meeting seeks to promote the alignment of the interests of the directors and other company bodies and managers with the interests of the company in the medium and long term and is based on a fixed basic with a variable element (where applicable) on the basis of the results of the activities carried on and the financial situation of the company.
As described at paragraph 69, the Group's remuneration policy has underlying variable remuneration instruments structured so as to promote the alignment of the interests of the Board of Directors with the longer term interests of the company which acts as a disincentive to the assumption of excessive risk.
To this end, indexation mechanisms are defined for variable remuneration based on the assessment of performance which in turn is based on KPI set by the Strategic Plan "Ambition 2013" (recently updated by "Ambition 2.0") which was defined for a long-term horizon.
Under the quantitative element of the assessment of performance, at the start of the assessment cycle, targets are defined for each KPI.
The determination of the variable remuneration in the GROUP assumes an average minimum attainment of 95% of the targets set weighted by the individual qualitative assessment (which may result in a pay-out sum which varies between a minimum and maximum, preset percentage).
In addition, preventive mechanisms for the inhibition of the payment of the variable remuneration are established should any of the following conditions be found:
One of the target barriers (which corresponds to the minimum to be attained in each KPI to be eligible for the payment of variable remuneration) not being attained in accordance with the parameters set at the start of the annual assessment cycle;
The attainment on average of the targets defined by KPI weighted with the individual qualitative assessment being less than 95%.
The remuneration and compensation policy for executive members of the Company's Board of Directors of the Society abides by a plan comprised of: (i) a fixed component defined in accordance with the position, the corresponding position within the functional groups predefined for Mota-Engil Group and market benchmarking (supported by the Hay international methodology for measuring jobs evaluation), which includes the base gross remuneration paid in reference to the period of one year; and (ii) a variable component paid as performance bonus, taking into consideration performance, based upon criteria defined and revised annually by the Remuneration Committee.
The criteria for allocating variable compensation to members of the Group's management bodies are indexed to the performance evaluation, which falls under the responsibility of the Remuneration Committee.
Performance evaluation comprises two components: quantitative evaluation, measured through the fulfilment of the KPIs indexed to "Ambition 2013" strategic plan (recently updated by "Ambition 2.0") and expressed in annual goals, which are set at the beginning of each evaluation cycle; and qualitative evaluation that results from a discretionary individual evaluation.
Determining the variable compensation applicable to key office-holders of Mota-Engil Group, presupposes the compliance of two cumulative conditions: achievement of barrier goals, defined at the beginning of each annual evaluation cycle, and drawn from the long-term strategic plan; the average achievement of, at least, 95% of the quantitative goals weighed with individual qualitative evaluation, which can result in a pay-out amount that varies between predefined minimum and maximum percentages.
There is no deferral in the payment of the aforesaid variable remunerations mentioned. Nevertheless, the Remuneration Committee structures the remuneration of the members of the management body in a way that allows for long-term continuous positive performance of the Company. Ex-ante, monitoring of positive performance is carried out through periodic evaluation of the KPIs drawn from the "Ambition 2013" strategic plan (recently updated by "Ambition 2.0") and integrated in the Balanced Scorecard methodology, allowing the monitoring of the Company's performance progression. Ex-post, there are mechanisms defined in the remuneration policy that aim to prevent the payment of the variable remuneration when one of the following conditions is not met:
73. Criteria on which the allocation of variable remuneration in shares is based, as well as regarding the maintenance, by executive directors, of such shares; criteria for the potential conclusion of contracts related to those shares, specifically hedging or risk transfer contracts, their respective limits and relation with the value of total annual remuneration.
The Company does not have, or plan to have, any remuneration measure in effect that includes the allocation of shares and/or any other incentive system with shares.
74. Criteria for the attribution of variable remuneration in options and indication of the period of deferral and the price of exercise.
The Company does not have, or plan to have, any remuneration measure that allows for the attribution of rights to acquire options over shares.
75. Main parameters and grounds of any annual bonus system or any other non-monetary benefits.
The Company does not have an annual bonus system or other non-monetary benefits.
With the exception of founding shareholders, the Company does not have complementary pension regimes or early retirement for directors. The founding shareholder directors are beneficiaries of a pension plan with defined benefits, which allow them to receive a pension equivalent to 80% of the salary on the date of retirement. This plan was already in effect prior to Mota-Engil admission to stock exchange.
77. Indication of the annual sum of the remuneration received from the company, in aggregate and individually by the members of the company´s management bodies, including fixed and variable remuneration and, regarding the latter, reference to the various components which gave rise to it.
| Amounts in euros | |||||||
|---|---|---|---|---|---|---|---|
| Members | Company | Fixed Component |
Variable Component (Profit Sharing) |
Attendance Fees |
Total | ||
| Board of Directors | |||||||
| António Manuel Queirós V. da Mota | Mota-Engil SGPS | 476,000 | 120,000 | - | 596,000 | ||
| Gonçalo Nuno Gomes de A. Moura Martins | Mota-Engil SGPS | 369,096 | 69,800 | - | 438,896 | ||
| Arnaldo José Nunes da Costa Figueiredo | Mota-Engil SGPS | 286,000 | 80,000 | - | 366,000 | ||
| Maria Manuela Q. V. Mota dos Santos | Mota-Engil SGPS | 251,000 | 50,000 | - | 301,000 | ||
| Maria Teresa Q. V. Mota Neves da Costa | Mota-Engil SGPS | 251,000 | 50,000 | - | 301,000 | ||
| Maria Paula Queirós V. Mota de Meireles | Mota-Engil SGPS | 251,000 | 50,000 | - | 301,000 | ||
| Ismael Antunes Hernandez Gaspar | Mota-Engil SGPS | 280,771 | 72,400 | - | 353,171 | ||
| Luís Filipe Cardoso da Silva | MESP | 233,332 | 40,000 | - | 273,332 | ||
| Pedro Manuel Teixeira Rocha Antelo | MESP | 201,332 | 51,200 | - | 252,532 | ||
| Maria Isabel da Silva F. Rodrigues Peres | Mota-Engil SGPS | 209,091 | 40,000 | - | 249,091 | ||
| Carlos António Vasconcelos Mota Santos | Mota-Engil SGPS | 186,435 | 47,600 | - | 234,035 | ||
| José Pedro Matos Marques Sampaio Freitas | Mota-Engil SGPS | 83,547 | - | - | 83,547 | ||
| Luís Valente de Oliveira | Mota-Engil SGPS | - | - | - | - | ||
| António Bernardo A. da Gama Lobo Xavier | Mota-Engil SGPS | - | - | 35,000 | 35,000 | ||
| António Manuel da Silva Vila Cova | Mota-Engil SGPS | - | - | 46,000 | 46,000 | ||
| 3,830,605 |
There are no plans for allocation of shares or rights to acquire options on shares or any other incentive system with shares, since the criteria related to the variable components of the management bodies' remuneration are those that are listed in the remuneration policy described in paragraph 69.
Information regarding the connection between remuneration and the performance of management bodies is that which is stated in the remuneration policy described in paragraph 69.
Information regarding the main parameters and the grounds for any system of annual premiums is that which is stated in the remuneration policy described in paragraph 69. There are no other non-monetary benefits.
During 2013, no amounts were paid or owed to any ex-executive directors as indemnification for termination of duties.
There are no other amounts to be paid for any reason to other companies in a domain or group relationship.
78. Amounts of any kind paid by other companies under Group control, members of the Group or which are subject to joint control
The sums paid by other Group companies are set out in the table of the point above.
The bonuses paid to executive directors are set out in the table at 77.
80. Compensation paid or owed to former executive directors relating to the termination of their functions during the period
No compensation was paid to former executive directors relating to the termination of their functions during the period.
81. Indication of the annual remuneration received, in aggregate and individually, by members of the company's supervisory bodies for the purposes of Law 28/2009, of the 19th of June
| Amounts in euros | ||||
|---|---|---|---|---|
| Members | Company | Total | ||
| Alberto João Coraceiro de Castro | Mota-Engil SGPS | 30,000 | ||
| José Rodrigues de Jesus | Mota-Engil SGPS | 30,000 | ||
| Horácio Fernando Reis Sá | Mota-Engil SGPS | 6,000 | ||
| 66,000 |
During 2013, the chair of the Annual General Meeting received 6,000 euros.
No limits are contractually set for the compensation to be paid for undue termination of a director other than that provided for in law. The Company resorts to the legal instruments available in law adequate for this situation in particular where the performance of the director is inadequate. On the other hand, there is no legal instrument entered into with directors requiring the Company in cases provided for in recommendation III.8, the payment of any damages or compensation beyond what is legally required.
84. Reference to the existence and description with indication of the amounts involved in agreements between the company and officers on the board and managers in the context of no. 3 of article 248-B of the Stock Market Code which provides for compensation in case of dismissal, termination without due cause or termination of the employment relationship following a change in control of the company (art. 245-A, no. 1, sec. l)
No agreements were entered into between the company and directors and managers which provide for compensation in case of dismissal, termination without due cause or termination of the employment relationship following a change in control of the company.
The company presently does not have any means of remuneration which includes the awarding of the rights to acquire share options.
86. Characterisation of the plan (conditions for the awarding, clauses prohibiting the disposal of shares, criteria relating to the price of the shares and the price for the exercise of options, the period during which the options may be exercised, characteristics of the shares or options to be awarded, the existence of incentives for the acquisition of shares and/or the exercise of options)
The company does not have or intend to have any remunerative measure in which there is an awarding of the right to acquire share options.
The company presently does not have any means of remuneration which include the awarding of the rights to acquire share options.
The company presently does not have any means of remuneration which includes the awarding of the rights to acquire share options.
All business carried out between the company and related parties respect the interests of the company and its subsidiaries and are undertaken in the normal conditions of the market. The mechanisms implemented for the control of transactions go through specific administrative procedures which derive from regulatory requirements including those relating to transfer pricing regulations and the obligation of approval by means of prior study by the Statutory Audit Board of the transactions realised with the holders of qualified shares or entities related with them under the terms of article 20 of the Stock Market Code or its respective renewals, the aggregate value of which per entity is not greater than 500,000 euros per year.
During 2013 there were no transactions which were subject to control.
91. Description of the procedures and criteria applicable to the actions of the supervisory body for the purposes of the prior assessment of the transactions to be carried out between the company and the holders of qualified shares or entities with which there is any relationship under the terms of article 20 of the Stock Market Code
As is provided for by the Regulations for the Functioning of the Statutory Audit Board, the body is responsible for the prior study of transactions entered into with the holders of qualified shares or related entities under the terms of article 20 of the Stock Market Code or the respective renewals, the added value of which per entity is greater than 500,000 euros per year.
92. Indication of the site of accounting documents where information is available on business with related parties in accordance with IAS 24 or, alternately, the reproduction of this information
The information on business between related parties is described at Note 32 to the consolidated financial accounts in the Report of Consolidated Accounts 2013.
The present report follows the model featured in the CMVM Regulations 4/2013, of the 1st of August and uses the CMVM Corporate Governance Code of 2013 published by the CMVM at the website www.cmvm.pt
Breakdown of the recommendations included in the CMVM Corporate Governance Code adopted and not adopted by Mota-Engil, SGPS, SA:
| Recommendation/Chapter | Fulfilment | Report |
|---|---|---|
| I. VOTING AND CORPORATE CONTROL | ||
| 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. |
In compliance | 12 |
| 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. |
In compliance | 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. |
In compliance | 12 |
| 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 Meeting (5 year intervals), on whether that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and that in said resolution all votes issued be counted, without applying said restriction. |
Does not apply | |
| 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. |
In compliance | 4 |
| 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. |
In compliance | 21 |
|---|---|---|
| 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. |
In compliance | 21 |
| II.1.3. The General and Supervisory Board, 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 |
Does not apply |
| Recommendation/Chapter | Fulfilment | Report |
|---|---|---|
| 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. |
||
| II.1.4. Except for small-sized companies, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall create the necessary committees in order to: |
||
| a) Ensure a competent and independent assessment of the performance of the executive directors and its own overall performance, as well as of other committees; |
Not in compliance |
21 |
| 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. |
||
| II.1.5. The Board of Directors or the General and Supervisory Board, 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. |
In compliance | 50, 51, 52, 53, 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. |
In compliance | 17 and 18 |
| 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: 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; |
In compliance | 18 |
| 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. |
In compliance | 21 |
| 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. |
In compliance | 21 |
| II.1.10. If the chairman 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 these can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. |
Does not apply | |
| 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. In compliance 32 II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that In compliance 38 and 45
| Recommendation/Chapter | Fulfilment | Report |
|---|---|---|
| the proper conditions for the provision of services are provided within the company. | ||
| II.2.3. The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. |
In compliance | 45 |
| II.2.4. The supervisory board shall assess the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. |
In compliance | 50 and 51 |
| II.2.5. The Audit Committee, the General and Supervisory Board and the Supervisory Board 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 illegalities. |
In compliance | 50 |
| 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. |
Not in compliance |
67 |
| II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure under the board of directors, the board of directors of the company itself or who has a current relationship with the company or a 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. |
In compliance | 67 |
| II.3.3. A statement on the remuneration policy of the management and supervisory bodies referred to in Article 2 of Law 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 d) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of board members |
In compliance | 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 assess said plan. |
Does not apply | |
| 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 assess said system. |
Does not apply |
| III. REMUNERATION | ||||||
|---|---|---|---|---|---|---|
| III.1. The remuneration of the executive members of the board shall be based on actual performance and shall discourage excessive risk-taking. |
In compliance | 69 and 70 | ||||
| III.2. The remuneration of non-executive board members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the company or of its value. |
Not in compliance |
69 | ||||
| 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. |
In compliance | 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. |
Not in compliance |
72 |
| Recommendation/Chapter | Fulfilment | Report |
|---|---|---|
| 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. |
In compliance | 69 |
| 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. |
Does not apply | |
| 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. |
Does not apply | |
| 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. |
In compliance | 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. |
In compliance | 46 |
| 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 supervisory board 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. |
In compliance | 46 |
| IV.3. Companies shall support auditor rotation after two or three terms, whether of four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor's independence and the benefits and costs of its replacement. |
In compliance | 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. |
In compliance | 89 |
|---|---|---|
| V.2. The supervisory or oversight board shall establish 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 no. 1 of article 20 of the Portuguese Securities Code – thus significant relevant business is dependent upon prior opinion of that body. |
In compliance | 89 and 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. |
In compliance | 59 |
| 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. |
In compliance | 56 and 58 |
There are no recommendations of which the failure to observe or to apply require subsequent justification.
Declaration under the terms of Article 254(1) (c) of CVM (Securities Code)
Under the terms of Article 254(1)(c) of the Securities Code, the members of the Board of Directors declare that to the best of their knowledge, the information contained in this report and accounts has been drawn up according to the international financial reporting standards ("IFRS") as adopted by the European Union, providing a true and appropriate image of assets and liabilities, the financial situation and the results of Mota-Engil, SGPS, SA and companies included in the consolidation perimeter, and that this management report faithfully expresses the progression of the business, the performance and the position of Mota-Engil, SGPS, SA and the companies included in the consolidation perimeter, and contains a description of the main risks and uncertainties with which they are confronted.
Porto, March 17, 2014
António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors
Gonçalo Nuno Gomes de Andrade Moura Martins Deputy-Chairman of the Board of Directors and Chief Executive Officer
Arnaldo José Nunes da Costa Figueiredo Deputy-Chairman of the Board of Directors and and Member of the Executive Committee
Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors
Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors
Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors
Eng. Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee
Luís Filipe Cardoso da Silva Member of the Board of Directors
Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee
Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee
Pedro Manuel Teixeira Rocha Antelo Member of the Board of Directors
José Pedro Matos Marques Sampaio de Freitas Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)
Luís Valente de Oliveira Non-executive and independent member of the Board of Directors
António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors
António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors
During 2013, Mota-Engil SGPS, SA did not acquire any of its own shares. On 31st December 2013, Mota-Engil SGPS, S.A. held 11,101,379 of its own shares, representative of 5.42% of its social capital. Furthermore, the shares mentioned were disposed of in full on 26th February 2014 as a result of a process of accelerated bookbuilding.
Disclosure of shares and other securities held by members of the Board of Directors and by Key office-holders, as well as people closely related to them, under the terms of Article 248-B of the Securities Code, and of transactions thereon made over the course of the financial year.
Annex referred to in Article 447 of the Companies Code and Article 14(7) of CMVM Regulation no. 5/2008:
| Holding shares of | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| MOTA-ENGIL, SGPS, SA | MGP, SGPS, SA | FM, SGPS, SA | |||||||||
| Directors | Date | Qt. | Price | Buy / Sell | On /Off Exch. |
% | Qt. | % | Qt. | % | |
| António Manuel Queirós Vasconcelos | |||||||||||
| da Mota | Closing Balance | 5,292,359 | 2.59% | 0 | 0.0% | 28,701 | 34.5% | ||||
| Maria Manuela Queirós Vasconcelos | |||||||||||
| Mota dos Santos | Saldo Final | 3,675,066 | 1.80% | 0 | 0.0% | 17,902 | 21.51% | ||||
| Maria Teresa Queirós Vasconcelos | |||||||||||
| Mota Neves da Costa | Starting Balance | 3,746,836 | 0 | 0.0% | 17,902 | 21.5% | |||||
| 23/Sep/2013 | -70,000 | Doação | NA | ||||||||
| Closing Balance | 3,676,836 | 1.80% | 0 | 0.0% | 17,902 | 21.51% | |||||
| Maria Paula Queirós Vasconcelos | |||||||||||
| Mota de Meireles | Closing Balance | 4,231,630 | 2.07% | 0 | 0.0% | 17,902 | 21.51% | ||||
| Carlos António Vasconcelos Mota dos | |||||||||||
| Santos | Closing Balance | 29,300 | 0.01% | ||||||||
| Pedro Manuel Teixeira Rocha Antelo | |||||||||||
| Closing Balance | 10,000 | 0.00% | |||||||||
| Luís Filipe Cardoso da Silva | |||||||||||
| Closing Balance | 12,500 | 0.01% | |||||||||
| Gonçalo Nuno Gomes de Andrade | |||||||||||
| Moura Martins | Closing Balance | 12,435 | 0.01% | ||||||||
| Ismael Antunes Hernandez Gaspar | |||||||||||
| Closing Balance | 1,000 | 0.00% | |||||||||
| José Pedro Matos Marques Sampaio | |||||||||||
| de Freitas | Closing Balance | 12,727 | |||||||||
| Alberto João Coraceiro de Castro | |||||||||||
| Closing Balance | 2,200 | 0.00% | |||||||||
| F.M. - Sociedade de Controlo, SGPS, SA | |||||||||||
| Closing Balance | - | - | 6,337,640 | 100.0% | |||||||
| Mota Gestão e Participações, SGPS, SA | |||||||||||
| Closing Balance | 121,724,196 | 59.48% | - | - |
In compliance with the stipulations of Article 448(4) of the Companies Code, hereunder is presented a list of the shareholders who, as at 31st December 2013, held at least 10%, 33% or 50% of the share capital of Mota-Engil, SGPS, SA:
| 2013 | 2012 | ||||
|---|---|---|---|---|---|
| Shareholder | No. of shares | % capital | No. of shares | % capital | |
| Mota Gestão e Participações, SGPS, SA | 121,724,196 | 59.48% | 85,229,078 | 41.65% |
Under the terms and for the purposes of Article 21 of Decree-Law no. 411/91, of 17th October, we hereby declare that Mota-Engil Group has no past-due debt to Social Security.
The Mota-Engil Group has branches in the following countries:
| Company | Country |
|---|---|
| Algeria | |
| Mota-Engil, Engenharia e Construção, SA Mota-Engil, Engenharia e Construção África, SA Mota-Engil, Ambiente e Serviços, SGPS, SA |
Brazil |
| Cape Verde | |
| Colombia | |
| Slovakia | |
| Spain | |
| USA | |
| France | |
| Hungary | |
| Ireland | |
| Peru | |
| Poland | |
| Czech Republic | |
| Romania | |
| Angola | |
| Cape Verde | |
| Malawi | |
| Mozambique | |
| Zambia | |
| Ireland | |
| Poland | |
| Tránsitos de Extremadura, SL | Lithuania |
| Company | Country |
|---|---|
| Vibeiras - Sociedade Comercial de Plantas, S.A. | Morocco |
| Mota-Engil Africa, BV | Uganda |
| Slovakia | |
| MESP Central Europe Sp. z.o.o. | Hungary |
| Czech Republic |
In compliance with the provision of Article 2(4) of CMVM Regulation no. 5/2008, hereunder is the list of the holders of qualifying holdings, giving the number of shares held and the corresponding percentage of rights to vote, computed as at 31st December, 2013, under the terms of Article 20 of the Securities Code:
| Shareholders | No. of shares | % Capital | % Voting Rights (1) |
|---|---|---|---|
| Mota Gestão e Participações, SGPS, SA | 121,724,196 | 59.48% | 62.90% |
| António Manuel Queirós Vasconcelos da Mota | 5,292,359 | 2.59% | 2.73% |
| Maria Manuela Queirós Vasconcelos Mota dos Santos | 3,675,066 | 1.80% | 1.90% |
| Maria Teresa Queirós Vasconcelos Mota Neves da Costa | 3,676,836 | 1.80% | 1.90% |
| Maria Paula Queirós Vasconcelos Mota de Meireles | 4,231,630 | 2.07% | 2.19% |
| Carlos António Vasconcelos Mota dos Santos | 29,300 | 0.01% | 0.02% |
| Atribuível à FM – Sociedade de Controlo, SGPS, SA | 138,629,387 | 67.74% | 71.63% |
(1) Whereas the suspension of voting rights attached to the 11,101,379 shares held by the company itself
In line with the recommendations made by CMVM regarding the importance of the remuneration policy covering key office-holders, as described in Article 248-B(3) of the Securities Code, hereunder we present the principles and general options in force, that are extended to collaborators of Mota-Engil, including other staff whose professional activity may have relevant impact on the company's risk profile and whose remuneration contains an important variable component. Regarding the remuneration options applicable to members of the management and supervisory body, which are mandated in Law no. 28/2009, of 19th June, please see the Declaration made by the Remuneration Committee for the concrete options in this matter.
Mota-Engil Group remuneration policy comprises a set of operative principles that aim to guarantee their contribution to the pursuit of the strategic vision and culture outlined for the Group, as well as the alignment of the interests of the key office-holders with the Group's long-term interests.
The criteria that establish the increase of the remuneration components are underlain by the success achieved by the Group and its business, as well as the individual evaluation of collaborators, in order to recognise and reward merit and excellence.
• Transversality/verticality:
Mota-Engil Group aims to associate its management model to a common policy for executive and management positions, promoting transversal alignment and convergence toward the strategy, culture and objectives of the Group. In order to safeguard the specificity of the different business areas, the remuneration policy also embodies rules of vertical application, company by company, in order to adjust its practices to the respective sector of activity and reference market.
The Group's remuneration policy is divided in functional groups which aggregate positions according to parameters, such as level of knowledge, complexity or responsibility/autonomy required, periodically assessed through the Hay international methodology, and are structured as follow:
Management
Technicians
The functional groups listed comprise the essential basis for the definition of human resources policies, namely the remuneration policy, which establishes, for each functional group, the remuneration components and conditions, whether they be of a fixed, variable and/or in benefits nature, taking into account the positioning strategy envisioned and the salary practices of specific reference markets.
Key office-holders at Mota-Engil Group fall into the functional groups of Top Executives, Executives and Top Management.
3.1 Overall architecture of the Group's remuneration policy
Mota-Engil Group remuneration policy comprises three remuneration components, which are defined considering the position held, the alignment with salary practices of the market and the performance of the collaborators:
3.2 Indexation of the remuneration policy to Mota-Engil Group performance
Aiming to promote the alignment of short and long-term interests of Mota-Engil and preventing excessive risk-taking, the payment of the variable component is indexed to the performance evaluation, whose general principles and corresponding application method are provided for in the Corporate Performance Management model.
The Group's performance evaluation consists of two components:
• Quantitative evaluation, which comprises a set of Key Performance Indicators (KPIs), indexed to "Ambition 2.0" strategic plan, in accordance with the Balanced Scorecard methodology, that organises the performance in four value perspectives: financial sustainability of the Group and creation of value for shareholders; satisfaction of the customer's needs; efficiency and innovation at the level of internal processes and development and empowerment of human capital.
A summary of the KPIs matrix adopted in the Balanced Scorecard tool in effect in the Group is presented bellow.
| Financial Perspective | |
ROCE EBITDA Turnover |
|---|---|---|
| Customers | | % of international turnover generated in selected markets |
| Internal Processes | | Weight of investment on the generation of future turnover |
Learning and Growth Participation of Staff Members in ME Active School
• Qualitative evaluation, which results from the individual evaluation focusing on key-competencies for the Group (corporate, management and personal).
There have also been established preventive mechanisms aiming to promote restraint in risk-taking that may be prejudicial to the Company's interests of the Society and prevent the payment of the variable remuneration, in order to minimise the incentive of results not in line with a perspective of creating sustainable value in the long-term. Thus, in performance evaluation criteria such as risks taken by the employee in decision-making, as well as, compliance with the standards applicable to the Company's activity are taken into consideration.
3.3 Plans for the attribution of shares or options on the acquisition of shares
There are no plans for the attribution of shares or options on the acquisition of shares regarding key office-holders within the meaning of paragraph 3 of Article 24-B of the Securities Code.
António Manuel Queirós Vasconcelos da Mota (Chairman)
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 |
|---|
| - Member of the Board of Directors Auto Sueco (Angola) SARL |
| - Chairman of the Board of the General Meeting of Mota-Engil, Engenharia e Construção, S.A. |
| - Chairman of the Board of the General Meeting of Mota-Engil, Ambiente e Serviços, SGPS, SA |
| - Chairman of the Board of the General Meeting of Tratofoz – Sociedade de Tratamento de Resíduos, SA |
| - Member of the Remuneration Committee of ÁreaGolfe – Gestão, Construção e Manutenção de Campos de Golfe, SA |
| - Member of the Remuneration Committee of Aurimove, Sociedade Imobiliária, SA |
| - Member of the Remuneration Committee of Manvia – Manutenção e Exploração de Instalações e Construções, SA |
| - Member of the Remuneration Committee of Martifer, SGPS, SA |
| - Member of the Remuneration Committee of ME Real Estate – Mota-Engil Real Estate Portugal, SA |
| - Member of the Remuneration Committee of MESP – Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA |
| - Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, SA |
| - Member of the Remuneration Committee of Mota-Engil, Energia, SA |
| - Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, SA |
| - Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA |
| - Member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, S.A. |
| - Member of the Remuneration Committee of Nortedomus – Sociedade imobiliária, SA |
| - Member of the Remuneration Committee of Planinova – Sociedade Imobiliária, SA |
| - Member of the Remuneration Committee of Sedengil – Sociedade Imobiliária, SA |
| - Member of the Remuneration Committee of Sol–S International, Tecnologias de Informação, SA |
| - Member of the Remuneration Committee of Suma – Serviços Urbanos e Meio Ambiente, SA |
| - Member of the Remuneration Committee of Takargo – Transporte de Mercadorias, SA |
| - Member of the Remuneration Committee of Tertir – Concessões Portuárias, SGPS, SA |
| - Member of the Remuneration Committee of Tertir – Terminais de Portugal, SA |
| - Member of the Remuneration Committee of Tertir – Teminais Portuários, SGPS, S.A. |
| - Member of the Remuneration Committee of Tratofoz – Sociedade de Tratamento de Resíduos, SA |
| - Member of the Remuneration Committee of Vibeiras – Sociedade Comercial de Plantas, SA |
| - Member of the Remuneration Committee of Mota-Engil, Angola, SA |
| - Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção África, S.A. |
| - Member of the Remuneration Committee of Tergep, SGPS, S.A. |
| - Member of the Supreme Council and Supervisory Board of Mota-Engil, Angola, SA |
| -Chairman of the Supreme Council of Tertir – Terminais de Portugal, SA |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 |
| - Chairman of the Board of Directors of FM – Sociedade de Controlo, SGPS, SA |
| - Chairman of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, SA |
| - Chairman of the Board of Directors of Sunviauto – Indústria de Componentes de Automóveis, SA |
| - Manager of Sociedade Agrícola Moura Basto, Lda. |
| - Member of the Remuneration Committee of António de Lago Cerqueira, SA |
| - Member of the Board of Curators of Fundação Manuel António da Mota |
| - Member of the Consultative Council of the School of Engineering of Universidade do Minho |
Member of the Council of EIC European International Contractors
Vice-Chairman of the General Council of ELO – Associação Portuguesa para o Desenvolvimento Económico e a Cooperação, representing Mota-Engil, Engenharia e Construção, SA
Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-Chairman)
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 |
|---|
| - Chairman of the Board of Directors of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA |
| - Chairman of the Board of Directors of Tertir – Concessões Portuárias, SGPS, SA |
| - Chairman of the Board of Directors of Ascendi Group, SGPS, SA |
| - Chairman of the Board of Directors of Ascendi Norte, SA |
| - Chairman of the Board of Directors of Ascendi Beiras Litoral e Alta, Auto Estradas das Beiras Litoral e Alta, SA |
| - Chairman of the Board of Directors of Ascendi Costa de Prata, Auto Estradas da Costa de Prata, SA |
| - Chairman of the Board of Directors of Ascendi Grande Porto - Auto Estradas do Grande Porto, SA |
| - Chairman of the Board of Directors of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, SA |
| - Chairman of the Board of Directors of Ascendi Douro - Estradas do Douro Interior, SA |
| - Chairman of the Board of Directors of Ascendi Pinhal Interior, Estradas do Pinhal Interior, SA |
| - Chairman of the Board of Directors of Ascendi Operadora NT - Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora BLA - Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora CP, Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora GP, Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora GL - Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora DI, Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi Operadora PI, Operação e Manutenção Rodoviária, SA |
| - Chairman of the Board of Directors of Ascendi, Serviços de Assessoria, Gestão e Operação, SA |
| - Chairman of the Board of Directors of Ascendi O&M, SA |
| - Chairman of the Board of Directors of Ascendi IGI, Inovação e Gestão de Infra-Estruturas, S.A. |
| - Chairman of the Board of Directors of Ascendi México S.A. de C.V. |
| - Vice-Chairman of the Board of Directors of Vista Energy, Enviroment and Services, S.A. (Angola) |
| - Member of Board of Directors of Concesionaria Autopista Perote-Xalapa, SA de C.V. (Mexico) |
| - Member of Board of Directors of Lusoponte – Concessionária para a Travessia do Tejo SA |
| - Director of Ascendi Financing, B.V. |
| - Chairman of the Board of the General Meeting of Multiterminal – Sociedade de Estiva e Tráfego, SA |
| - Chairman of the Board of the General Meeting of Lokemark - Soluções de Marketing, SA |
| - Member of the Remuneration Committee of Takargo – Transporte de Mercadorias, SA |
| - Member of the Remuneration Committee of Liscont – Operadores de Contentores, SA |
| - Member of the Remuneration Committee of Transitex – Transitos da Extremadura, SA |
| - Member of the Remuneration Committee of Multiterminal – sociedade de Estiva e tráfego, SA |
| - Member of the Remuneration Committee of Sadoport- Terminal Marítimo do Sado, SA |
| - Member of the Remuneration Committee of SLPP- serviços Logisticos de Portos Portugueses, SA |
| - Member of the Remuneration Committee of SOL – S Internacional, Tecnologias de Informação, SA |
| - Member of the Remuneration Committee of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, SA |
| - Member of the Remuneration Committee of Ascendi Norte, Auto-Estradas do Norte, S.A. |
| - Member of the Remuneration Committee of Ascendi Beiras Litoral e Alta, Auto-Estradas das Beiras Litoral e Alta, S.A. |
| - Member of the Remuneration Committee of Ascendi Costa de Prata, Auto Estradas da Costa da Prata, S.A. |
| - Member of the Remuneration Committee of Ascendi Douro – Estradas do Douro Interior, S.A. |
| - Member of the Remuneration Committee of Ascendi Grande Porto, Auto Estradas do Grande Porto, S.A. |
| - Member of the Remuneration Committee of Ascendi Pinhal Interior, Estradas do Pinhal Interior, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora BLA – Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora CP, Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora GP – Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora NT- Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora DI, Operação e Manutenção Rodoviária, S.A |
| - Member of the Remuneration Committee of Ascendi Operadora GL – Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of Ascendi Operadora PI, Operação e Manutenção Rodoviária, S.A. |
| - Member of the Remuneration Committee of LUSOPONTE – Concessionária para a Travessia do Tejo S.A., em representação da Ascendi Group, SGPS, S.A |
| - Member of the Remuneration Committee of ME Real Estate – Mota-Engil, Real Estate Portugal, S.A. |
| - Member of the Remuneration Committee of Mota- Engil, Ambiente e Serviços, SGPS, S.A |
| - Member of the Supreme Council of Suma – Serviços Urbanos e Meio Ambiente, S.A. |
| - Member of the Supreme Council of Tertir – Terminais de Portugal, S.A. |
| - Member of the Supreme Council and Supervisory Board of Mota-Engil, Angola, S.A. |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 |
He does not perform any duties in companies outside of the Mota-Engil Group
| Arnaldo José Nunes da Costa Figueiredo (Deputy-Chairman) |
|---|
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 |
| - Non-executive director of Martifer, SGPS, SA |
| - Chairman of the Board of Directors of Mota-Engil, Indústria e Inovação, SGPS, SA |
| - Chairman of the Board of the General Meeting of Mercado Urbano – Gestão Imobiliária, SA |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 |
| - Member of the General Council of AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado |
| Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) |
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 |
| - Manager Edifícios Galiza – Sociedade Imobiliária, Lda. |
| - Member of the Remuneration Committee of Indaqua – Indústria e Gestão de Águas, SA |
| - Member of the Remuneration Committee of Liscont – Operadores de Contentores, SA |
| - Member of the Remuneration Committee of Lokemark – Soluções de Marketing, SA |
| - Member of the Remuneration Committee of Martifer, SGPS, SA |
| - Member of the Remuneration Committee of MESP – Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA |
| - Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA |
| - Member of the Remuneration Committee of Nortedomus – Sociedade Imobiliária, SA; |
| - Member of the Remuneration Committee of Takargo – Transporte de Mercadorias, SA |
| - Member of the Remuneration Committee of Tertir – Concessões Portuárias, SGPS, SA |
| - Member of the Remuneration Committee of Tertir – Terminais de Portugal, SA |
| - Member of the Remuneration Committee of Tratofoz – Sociedade de Sociedade de Tratamento de Resíduos, SA |
| - Member of the Remuneration Committee of Transitex- Transitos da Extremadura,SA |
| - Member of the Remuneration Committee of Áreagolfe – Gestão Construção e Manutençãod e campos de Golf, SA |
| - Member of the Remuneration Committee of Aurimove – Sociedade Imobiliária, SA |
| - Member of the Remuneration Committee of Mota-Engil Energia,SA |
| - Member of the Remuneration Committee of Mota-Engil Industria e Inovação , SGPS, SA |
| - Member of the Remuneration Committee of Planinova – Sociedade Imbiliária, SA |
| - Member of the Remuneration Committee of RTA – Rio Tâmega, turismo e Recreio, SA |
| - Member of the Remuneration Committee of SGA – Sociedade de Golf de Amarante, SA |
| - Member of the Remuneration Committee of Manvia – Manutenção e Exploração de Instalações e Construções, SA |
| - Member of the Remuneration Committee of Sedengil – Sociedade Imobiliária, S.A. |
| - Member of the Remuneration Committee of Sadoport – Terminal Marítimo do Sado, SA |
| - Member of the Remuneration Committee of Sadoport – Terminal Marítimo do Sado, SA |
| - Member of the Remuneration Committee of Tertir – Terminais Portuários, SGPS, SA |
| - Member of the Remuneration Committee of Vibeiras – Sociedade Comercial de Plantas, SA |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 |
| - Manager of Casal Agrícola de Parada, Lda. |
| - Manager of Sociedade Agrícola Moura Basto, Lda. |
| - Manager of Mineira do Jarmelo, Lda. |
| - Manager of Mineira de Pensalvos, Lda. |
| - Manager of Socomagra – Sociedade Agrícola e Comercial, Lda. |
| - Manager of Serra Lisa, Sociedade de Empreendimentos Imobiliários, Lda. |
| - Member of the Board of Directors of Administração da FM – Sociedade de Controlo, SGPS, SA |
| - Member of the Board of Directors of Mota Gestão e Participações – Sociedade Gestora de Participações Sociais, SA |
| - Member of the Remuneration Committee of António de Lago Cerqueira, SA |
| - Member of the Board of Directors of Empresa Agrícola Florestal Portuguesa, SA |
| - Member of the Board of Curators and the Board of Directors of Fundação Manuel António da Mota |
Member of the Remuneration Committee of Liscont – Operadores de Contentores, SA
Member of the Remuneration Committee of MESP Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA
Does not perform any duties in companies outside the Mota-Engil Group
Member of the Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, S.A.
Member of the Board of Directors of ME REAL ESTATE Mota-Engil, Real Estate Portugal, S.A.
Member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, S.A.
Director of Mota-Engil, Latin America, BV
Chairman of the Board of Directors of Proempar – Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A.
Member of the Board of Directors of ME Real Estate Mota-Engil, Real Estate Portugal, S.A.
Manager of Cerâmica de Boialvo, Lda.
Member of the Board of Directors of Sunviauto – Indústria de Componentes de Automóveis, SA
Member of the Board of Directors of Caves da Cerca, S.A.
| Luís Valente de Oliveira (Independent Member) | |
|---|---|
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 | |
| Does not perform any duties in companies of Mota-Engil Group | |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 | |
| - Member of the Board of Fundação AEP | |
| - European Coordinator of Auto-Estradas do Mar | |
| - Chairman of the Founders Board of Casa da Música | |
| - Member of the Consultative Committee of Foundations (Presidency of the Council of Ministers) | |
| António Bernardo Aranha da Gama Lobo Xavier (Independent Member) | |
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 Does not perform any duties in companies of Mota-Engil Group |
|
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 | |
| - Executive member of the Board of Directors of Sonaecom, SGPS, SA | |
| -Non-executive member the Board of Directors of Banco BPI, SA | |
| - Member of the Board of Directors of EPM, SGPS, SA; | |
| -Non-executive member the Board of Directors of Riopele, SA | |
| -Non-executive member the Board of Directors of Público Comunicação Social, SA; | |
| -Non-executive member the Board of Directors of Vallis Capital Partners | |
| - Chairman of the Board of Directors of Têxtil Manuel Gonçalves, SA | |
| - Member of the Supervisory Board of Fundação Belmiro de Azevedo | |
| António Manuel da Silva Vila Cova (Independent Member) | |
| Positions in other societies of the Mota-Engil Group, on 31st December 2013 | |
| Does not perform any duties in companies of Mota-Engil Group | |
| Positions in other societies outside the Mota-Engil Group, on 31st December 2013 | |
| - Member of the Supervisory Board of Banco Finantia |
Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o nº53 Registada na CMVM com o nº.1975 Contribuinte nº.502 138 394
(TRANSLATION OF A REPORT ORIGINALLY ISSUED IN PORTUGUESE)
The Company's Board of Directors is responsible for the preparation of consolidated financial statements which disclose a true and suitable view of the group of companies included in the consolidation financial position, the consolidated results and the consolidated comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows, as well as the utilization of adequate methods and polices of accounting for that purpose, and the maintenance of an appropriate internal control system.
Our responsibility consists of expressing a professional and independent opinion based in our examination of those consolidated financial statements.
Our examination was performed in accordance with the Technical Standards and Guidelines issued by the Ordem dos Revisores Oficiais de Contas (Portuguese Institute of Statutory Auditors), which require a planned and executed examination in order to obtain an acceptable reliance degree on if the consolidated financial statements are exempt from significant deviations. So, the aforesaid examination included:
the verification if the financial statements of the group of companies included in the consolidation were properly examined and if not, on the relevant cases, the verification, in a sampling basis, of the support of the amounts and the disclosure, in them contained, and the evaluation of the estimates, based on judgments and methods defined by the Company's Board of Directors, used in their preparation;
the verification of the consolidation operations and the application of the equity method;
the appreciation of the adequacy of the adopted accounting policies, their uniform application and their disclosure, taking into account the circumstances.
the verification of the applicability of the going concern concept; and
the appreciation of being adequate, on the whole, the consolidated financial statements presentation.
Page 1 of 2
Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o nº53 Registada na CMVM com o nº.1975 Contribuinte nº.502 138 394
Our examination also includes verifying that the financial information included in the consolidated Management Report is consistent with the consolidated financial statements mentioned above, as well as with the verifications required by the numbers 4 and 5 of the Article 451º of Código das Sociedades Comerciais (Portuguese Companies Code).
We understand that the performed examination allows an acceptable basis for the expression of our opinion.
OPINION
Porto, 31st March 2014
_________________________________________ Carlos Afonso Dias Leite Freitas dos Santos Statutory Auditor nº1314 – Executor
António Magalhães & Carlos Santos Statutory Auditors Company represented by the Partner-Director António Monteiro de Magalhães Statutory Auditor nº 179
___________________________________________
Page 2 of 2
To the Shareholders of MOTA-ENGIL, SGPS, S.A.
In compliance with legal and statutory obligations, the Statutory Audit Board of MOTA-ENGIL, SGPS, S.A., presents the report of its activities during 2013, as well as its opinion on the documents comprising the consolidated financial report, which include the management report and consolidated financial statements presented by the Company's Board of Directors for that year.
The Statutory Audit Board, as is customary, met regularly and accompanied the progress of the Company, particularly through contacts with the Board of Directors and its members and with the main persons responsible for the Group's services, who provided all the information that was needed.
During the year 2013 the Supervisory Board released under CMVM recommendation III.1.3 of the Corporate Governance Code in force at the time, the process for hiring the external auditor for the next four years which resulted in the hiring of Deloitte & Associados SROC.
The Statutory Audit Board also accompanied the activity of the Firm of Statutory Auditors, and in this way, obtained elements that were useful to them in the performance of their supervisory responsibilities.
The Statutory Audit Board analysed the aforesaid documents of the consolidated financial report, the Audit Clearance for the Consolidated Accounts, issued by the Statutory Audit Firm, and the Report of the Statutory Auditor, who is registered with the CMVM (Securities Exchange Commission).
Pursuant to the terms of Art. 245(1)(c) of the Securities Code, the members of the Statutory Audit Board hereby declare that, to the best of our knowledge, the information contained in the Consolidated Report and Accounts for 2013 was drawn up in accordance with the applicable accounting principles and gives a true and fair view of the assets and liabilities, the financial situation and the results of MOTA-ENGIL, SGPS, S.A. and the companies within the perimeter of its consolidation, and that the management report faithfully describes the progress of the business, performance and position of MOTA-ENGIL, SGPS, S.A., and the companies within the perimeter of its consolidation, including a description of the main risks and uncertainties they face.
In light of the foregoing, the Statutory Audit Board is of the opinion that the aforementioned documents of the consolidated financial report presented by the Board of Directors should be approved.
Porto, 31 March 2014
Page 2 of 2
Porto, 31 March 2014
___________________________________________ Deloitte & Associados, SROC S.A. Represented by Jorge Manuel Araújo de Beja Neves
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