Annual Report • Apr 1, 2015
Annual Report
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Report of the Board of Directors
The implementation of current strategy allowed us to consolidate the positive trend registered last year; Consolidated Top Line grew 38.7% and consolidated EBITDA amounted to 11.8M€, a growth of 61.4% when compared to last year, registering a margin of 6.7% with the majority of businesses presenting favourably evolutions. The increased number of deeds at troiaresort, the improved occupation rates in Hospitality, the enlarged number of Fitness active members and, mainly, the acquisition of the cogeneration operations during the 1Q14, were the main growth drivers. The Refrigeration & HVAC business presented a very tough year, mainly in the international front. During the year we remained focused in the implementation of a deep restructuring process covering various aspects as the strategy reformulation and segments of action, reformulation of the organizational structure and, consequently, headcount and the redesign and implementation of new internal processes. This is a process that is not yet fully accomplished but we are confident that it will produce results in the short term.
We maintain our focus in releasing cash from the non strategic assets, on one hand, to reinforce the capital structure and, on the other hand, to finance and support both the growth of current strategic businesses and the Group's portfolio development. Despite the absence of significant material sales during the year, the bases to achieve such aim in the short term were launched. The quality of some of our assets was again evidenced in the real estate evaluation report prepared by the reference entity, Cushman & Wakefield, that evaluated Group's real estate portfolio in 546.3M€ and, specifically the non strategic assets available for sale in 180.1M€.
The improved Group and the majority of its businesses, economic and financial indicators, have allowed for increased cash flow levels, despite the acquisition of the above mentioned cogeneration operations. The level of Net Debt, at the end of the year, stood at 234.5M€, the lowest level since the Group spin-off, back in 2007.
2014 results reinforce our confidence in the implementation of current strategy. The growth and the improved competitive position of each one of our businesses, alongside with our focus in releasing cash from non strategic businesses to support new businesses opportunities and, mainly, to reduce debt levels, will continue to be our focus."
Cláudia Azevedo, CEO
Based on this premises, the Group has recently promoted a deep strategic review assignment, in order to define and validate its future options. Now that the process is concluded, the vision and mission of the Sonae Capital Group are clearly defined, as well as the key variables of its strategic plan.
MISSION: Using a Venture Capital approach, incubate new high growth business segments with high potential for international exposure, allocating resources to enable growth and develop long-term presence in strategic sectors until they achieve sufficient scale to become autonomous, enabling a self-sustained financial cycle to re-invest in new opportunities, with a solid financial structure and a balanced risk profile portfolio.
The Group's guidelines are thus clear, and set in 4 strategic pillars:
The chosen strategic matrix assumes that the current business portfolio releases cash flow, in order to support new investment opportunities and enhance the Group's portfolio growth, which is being attained with significant success.
Sonae Capital's portfolio, as at the date of this report, is as follows:
Future management efforts should translate this new strategic framework, fostering growth and profitability of current business areas and sale of non-strategic assets, which are of critical importance to the business rotation cycle and self-sustained financing implicit in the model.
FINANCIAL INDICATORS...
… Consolidated EBITDA1 amounted to 15.5M€, a significant improvement of 72.1% or 6.5M€ when compared to 2013, with the majority of the businesses presenting favourably
... NET RESULTS improved 52.5%, registering a loss of 6.3M€ (compared to the loss of 13.3M€ registered in 2013) to which, besides the improved level of EBITDA, contributed the growth of 2.1M€ to 11.3M€ in Results from Investments and Associated companies, mainly driven by NORSCUT. It should be highlighted that EBT, despite having reached a negative value of 1.8M€, registered an improvement of 9.0M€ compared to last year...
... FREE CASH FLOW, already including the acquisition of the Energy operations, amounted to 11.7M€, an improvement of 17% when compared to LY, benefiting from a better operational performance across the majority of the businesses and, particularly the
growth in the real estate sales at troiaresort... ... Mainly driven by the FCF performance, NET DEBT continued decreasing, totalling at the
1 EBITDA not including the estimated present value of potential costs for the full period of the guaranteed
| Consolidated Profit and Loss | |||
|---|---|---|---|
| Million euro | D 14/13 | ||
| 2014 | 2013 | ||
| Total Operational Income | 183.80 | 134.06 | +37.1% |
| Turnover | 176.57 | 127.29 | +38.7% |
| Tourism | 66.79 | 48.49 | +37.7% |
| Resorts | 38.23 | 23.41 | +63.3% |
| Hospitality | 14.87 | 13.64 | +9.0% |
| Fitness Energy |
13.68 47.27 |
11.44 13.38 |
+19.6% >100% |
| Refrigeration & HVAC | 58.12 | 62.15 | -6.5% |
| Others & Eliminations | 4.40 | 3.27 | +34.5% |
| Other Operational Income | 7.23 | 6.76 | +6.9% |
| EBITDA, excluding Guaranteed Income Provisions (1) | |||
| 15.53 | 9.02 | +72.1% | |
| Tourism | 3.68 | -0.25 | - |
| Resorts | 6.78 | 4.21 | +61.0% |
| Hospitality | -4.72 | -5.38 | +12.4% |
| Fitness | 1.37 | 0.61 | >100% |
| Energy Refrigeration & HVAC |
9.55 0.88 |
3.34 4.17 |
>100% -78.8% |
| Others & Eliminations | 1.42 | 1.77 | -19.6% |
| Provisions for Guaranteed Income EBITDA |
-3.71 11.82 |
-1.70 7.32 |
<-100% +61.4% |
| Amortization & Depreciation | -14.79 | -12.66 | -16.9% |
| Provisions & Impairment Losses | 1.83 | -0.25 | - |
| Non-recurrent costs/income (2) | -0.15 | -1.43 | +89.8% |
| Discontinued Operations (3) | -0.29 | -1.53 | +81.3% |
| EBIT | -1.57 | -8.54 | +81.6% |
| Net Financial Expenses Investment Income and Results from Assoc. Undertakings |
-11.52 | -11.49 | -0.3% |
| 11.29 | 9.18 | +23.1% | |
| EBT Taxation |
-1.80 -4.50 |
-10.85 -2.39 |
+83.5% -88.0% |
| Net Profit | -6.30 | -13.25 | +52.5% |
| Attributable to Equity Holders of Sonae Capital | -6.83 | -13.20 | +48.2% |
Attributable to Non-Controlling Interests 0.54 -0.05 - (1) EBITDA excluding the estimated present value of potential costs for the period of the Guaranteed Income from real estate sales at
(2) Non-recurrent items mainly related to restructuring costs and one-off troia resort
income (3) Includes discontinued businesses in the reported period (2013/14)
2014 consolidated Top Line amounted to 176.57M€, registering a growth of 38.7% compared to 2013, with the majority of the segments presenting favourably evolutions, namely: (i) Energy (+3.5x, +33.89M€) driven mainly by the consolidation of the new cogeneration operations and by the fully deployment, in 3Q14, of Martim Longo photovoltaic project; (ii) Resorts (+63.3%, +14.82M€) motivated by the growth of the real estate deeds at troiaresort; (iii) Fitness (+19.6%, +2.24M€) as result from the 30% average number of active members growth; and (iv) Hospitality (+9.0%, +1.23M€) resulting from the increased occupation rates and from the new Hotel contribution that entered in operation in the 2Q14. It should be noted that Refrigeration & HVAC segment penalised, mainly, from the international operations, registered a decrease of 6.5% or 4.03M€,
despite the improvements registered in the last two quarters of the year. As for the "Others" segment, the positive evolution of 34.5% translates our effort and commitment in releasing cash from non-strategic assets, namely, real estate assets.
Consolidated EBITDA in 2014, not including Guaranteed Income Provisions, amounted to 15.53M€, correspondent to a margin of 8.8%, registered a growth of 72.1% or 6.51M€ with positive evolutions across all major segments with the exception of Refrigeration & HVAC driven by the lower level of Revenues and the recognition of a non recurrent operational
cost during the 3Q14. Including, for conservative reasons, the estimated present value of the potential costs for the full period of the guaranteed income in real estate sales at troiaresort, consolidated EBITDA amounted to 11.82M€, registering a growth of 61.4% or 4.5M€ when compared to last year. For a better judgement of the real performance, excluding the abovementioned non-recurrent operational cost recognised at Refrigeration & HVAC, EBITDA would have reached 13.0M€ correspondent to a margin of 7.4% and a growth of 5.68M€
compared to last year. Net Results remained negative in 2014, reaching 6.3M€, despite the improvement of 52.5% or 6.95M€ compared to 2013. Contributing to this improvement it should be highlighted the already mentioned EBITDA growth, the 23.1% growth registered in Results from Investments and Associated Companies driven by the enlarged contribution from Norscut and by the two acquired cogeneration operations where the Group does not own the majority shareholding. On the negative side, it should be noted the 4.5M€ cost accounted for as Tax, motivated by movements in Deferred Tax Assets driven mainly by impairment reversions and changes to the tax rate.
4.2. CAPEX CAPEX (excluding the investment related to the acquisition of the new cogeneration operations) in the period amounted to 7.96M€, correspondent to a Capex/Sales ratio of 4.5%, below the 6.1% registered in 2013. Resorts and Hospitality, driven by the opening of the new concept hotel in Porto, a partnership with "Escola de Hotelaria e Turismo do Porto", drove the bulk of Capex. Fitness has also registered an increase driven by the opening of new and refurbishment of existent clubs. Regarding the Energy business, Capex was mainly driven by the fully deployment of "Martim Longo" operation (photovoltaic park - 2MW).
4.3. FINANCIAL STRUCTURE At the end of 2014, Net Debt stood at 234.45M€, 11.6M€ below the level registered at the end of 2013 and as already mentioned, the lowest level since the group spin-off in 2007. This result was achieved mainly driven by FCF performance that also incorporates the sale of a 5.0M€ Imosede fund stake and notwithstanding the acquisition of the
cogeneration operations during the 1Q14. During the year, the placement of Bonds with investors as well as the renegotiation of current debt conditions, has allowed for a reduction of the average spreads of 82bps. This fact, alongside with lower levels of Net Debt will permit to reduce the net financial
| REPORT AND ACCOUNTS 2014 Report of the Board of Directors |
|||
|---|---|---|---|
| Consolidated Balance Sheet Million euro |
|||
| D | |||
| Dec 2014 | Dec 2013 | Dec14/Dec13 | |
| Total Assets | 636.0 | 633.4 | +0.4% |
| Tangible and Intangible Assets | 248.7 | 246.3 | +1.0% |
| Goodwill | 61.0 | 61.0 | +0.0% |
| Non-Current Investments | 54.8 | 52.0 | +5.4% |
| Other Non-Current Assets | 44.4 | 45.8 | -3.0% |
| Stocks | 157.6 | 178.9 | -11.9% |
| Trade Debtors and Other Current Assets | 60.2 | 46.5 | +29.5% |
| Cash and Cash Equivalents Total Equity |
9.3 307.3 |
3.0 313.2 |
>100% -1.9% |
| Total Equity attributable to Equity Holders of Sonae Capital | 298.0 | 304.3 | -2.1% |
| Total Equity attributable to Non-Controlling Interests | 9.4 | 8.9 | +5.9% |
| Total Liabilities | 328.7 | 320.3 | +2.6% |
| Non-Current Liabilities | 217.4 | 171.9 | +26.5% |
| Non-Current Borrowings | 199.6 | 153.0 | +30.5% |
| Deferred Tax Liabilities | 11.7 | 12.6 | -6.9% |
| Other Non-Current Liabilities | 6.2 | 6.3 | -2.9% |
| Current Liabilities | 111.2 | 148.4 | -25.0% |
| Current Borrowings | 44.2 | 96.1 | -54.0% +28.0% |
| Trade Creditors and Other Current Liabilities | 67.0 | 52.3 | |
| Total Equity and Liabilities | 636.0 | 633.4 | +0.4% |
| Net Capital Employed | 541.8 | 559.2 | -3.1% |
| Fixed Assets Non-Current Investments (net) |
309.7 81.3 |
307.3 78.8 |
+0.8% +3.2% |
| Working Capital | 150.8 | 173.1 | -12.9% |
| Capex (9M period) | 8.0 | 7.7 | +3.3% |
| % Fixed Assets | 2.6% | 2.5% | |
| Net Debt | 234.5 | 246.0 | -4.7% |
| % Net Capital Employed | 43.3% | 44.0% | |
Net Capital Employed reduced 3.1% compared to 2013, despite the contribution from the new cogeneration operations acquired during the 1Q14. This performance resulted, mainly from the working capital reduction of
| 5.1. TOURISM | |||
|---|---|---|---|
| Profit and Loss Account Million euro |
|||
| Tourism | 2014 | 2013 | D 14/13 |
| Total Operational Income | 61.89 | 44.72 | +38.4% |
| Turnover | 66.79 | 48.49 | +37.7% |
| Resorts | 38.23 | 23.41 | +63.3% |
| Hospitality | 14.87 | 13.64 | +9.0% |
| Fitness Other Operational Income |
13.68 -4.89 |
11.44 -3.77 |
+19.6% -29.7% |
| Total Operational Costs | -58.21 | -44.97 | -29.4% |
| Cost of Goods Sold | -3.50 | -3.54 | +1.3% |
| Change in Stocks of Finished Goods | -15.04 | -8.14 | -84.9% |
| External Supplies and Services | -26.26 | -20.46 | -28.3% |
| Staff Costs Other Operational Expenses |
-12.44 -0.97 |
-11.83 -1.00 |
-5.2% +3.0% |
| EBITDA excluding Guaranteed Income Provisions * | 3.68 | -0.25 | - |
| Resorts | 6.78 | 4.21 | +61.0% |
| Hospitality | -4.72 | -5.38 | +12.4% |
| Fitness | 1.37 | 0.61 | >100% |
| Provisions for Guaranteed Income | -3.71 | -1.70 | <-100% |
| EBITDA | -0.03 | -1.95 | +98.7% |
| Capex | 3.56 | 1.38 | >100% |
| Resorts | 1.80 | 0.66 | >100% |
| Hospitality | 0.48 | 0.17 | >100% |
| Fitness | 1.29 | 0.55 | >100% |
| EBITDA-Capex | -3.59 | -3.33 | -7.7% |
| Resorts | 1.28 | 1.85 | -31.0% |
| Hospitality | -5.20 | -5.56 | +6.5% |
Fitness 0.08 0.07 +21.4% * EBITDA excluding the estimated present value of potential costs for the period of the Guaranteed Income from real estate sales at troiaresort
A. RESORTS During the year were signed 52 deeds regarding residential units in troiaresort (21 in 1Q14, 6 in 2Q14, 13 in 3Q14 and 12 in 4Q14), 13 above the 39 registered in 2013. In addition, up to the end of the year still remained in backlog 12 promissory purchase agreement and 4 reservation agreements with advanced payment. As at 31st December 2014 there were 319
sales deeds signed on troiaresort residential units. Due to the number of deeds signed in the year and an important benefit at sales mix level, turnover reached 38.23M€, one of the highest ever, registering a 63.3% growth when
compared to last year. At the same time, benefiting from the positive sales mix, EBITDA before Guaranteed Income Provisions reached 6.78M€ in 2014 corresponding to a 17.7% margin, registering a 61.0% growth when compared to the same period last year.
For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions, at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Driven by the sales deeds registered during 2014, the value amounted to 3.71M€ (+2.0M€ compared to 2013), reflecting a level of EBITDA of 3.07M€, 0.56M€ above the level registered last year.
B. HOSPITALITY In 2014, Hospitality turnover showed an increase of 9.0% to 14.87M€ when compared to last year, achieving one of the highest performances of the last years. This performance was mainly driven by the 6pp occupancy rate growth. During the year, the number of nights sold rose 18.1% in the total Group's hotel properties and RevPar revealed an
improvement of 11.1%. Due to the increased Top Line level and the optimization and rationalization cost measures implemented over the past years, 2014 EBITDA increased 12.4% compared to
2013, despite the negative figure of 4.72M€. Excluding rents, it should be highlighted that the Hospitality segment EBITDAR in 2014 ascended to positive 0.90M€, registering a margin of 6.0%, an improvement of 100.4%
when compared to the positive 0.45M€ achieved last year. It should also be noted that, despite the capex increase in this business segment, EBITDA-Capex improved by 0.36M€ and EBITDAR-Capex reached positive 0.42M€, 52% above
last year. In April 2014, following a capital light approach, it was launched a new hotel in partnership with the "Escola de Hotelaria e Turismo do Porto". This is an unit with 17 rooms, restaurant, bar and meeting rooms, where students of the "Escola de Hotelaria e Turismo do Porto" will be able to apply their knowledge. Inspired by the arts and appreciation of beauty, The Artist Porto Hotel & Bistro offers a contemporary and comfortable atmosphere, where every detail transports us to a creative and unique environment with a strong motivational environment, inspiring and helping to grow (personally and professionally) students of the
C. FITNESS Fitness segment consolidated, in 2014, the turnaround initiated in 2013, showing continued improving trend in both turnover and profitability observed since the end of 2013. During 2014 the average number of active members registered a 30% growth when compared to
last year figure. In 2014, turnover grew 19.6% to 13.68M€ due to the above-mentioned increase in the
number of active members notwithstanding the lower market average monthly fees. As a result of the Top Line performance on one hand, and the optimization and rationalization cost measures implemented, on the other hand, EBITDA amounted to 1.37M€, an increase of 0.75M€ when compared to last year. EBITDA margin reached 10.0%
an improvement of 4.6pp when compared to 5.4% registered in 2013. Despite the growth in Capex compared to last year, due to a new club opening and several improvements in current units, EBITDA-Capex remained positive and stable when
compared to last year. 2014 ended with 12 units operating nationwide, considering the opening in Cascais of a new concept club – crossfit. During the year, were launched the pillars to implement the expansion plan, being currently foreseen a new club in Alfragide.
| 5.2. ENERGY Profit and Loss Account |
||||
|---|---|---|---|---|
| Million euro Energy |
2014 | 2013 | D 14/13 | |
| Total Operational Income | 48.57 | 13.68 | >100% | |
| Turnover Other Operational Income |
47.27 1.30 |
13.38 0.30 |
>100% >100% |
|
| Total Operational Costs | -39.02 | -10.34 | <-100% | |
| Cost of Goods Sold Change in Stocks of Finished Goods |
-32.64 0.00 |
-8.01 0.00 |
<-100% - |
|
| External Supplies and Services | -3.67 | -1.50 | <-100% | |
| Staff Costs | -1.82 | -0.82 | <-100% | |
| Other Operational Expenses | -0.89 | -0.01 | <-100% | |
| EBITDA | 9.55 | 3.34 | >100% | |
| Capex | 1.63 | 4.54 | -64.2% | |
| held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap. Energy segment Top Line in 2014 grew 3.5x to 47.27M€, including the contribution of the new cogeneration operations acquired at the end of 1Q14. Excluding that contribution (32.66M€), Top Line would have grown 9.1%. EBITDA in the period has also shown a significant growth of 2.9x to 9.55M€, achieving an EBITDA margin of 20.2%. Excluding the contribution of the acquired operations, (4.89M€), EBITDA would have grown 39.5% when compared to last year. Capex (excluding the cogeneration acquisitions) remained in controlled levels and contributed, besides EBITDA, for the improvement of the operational cash flow. With the fully operationally photovoltaic project since June and the start of a new operation, the capacity under management ascends to 55.4 MW (52.4MW Cogeneration and 3MW Photovoltaic) or 65.7 MW, considering the non-fully held operations, a growth of 3.2 times when compared to the end of 2013. 5.3. REFRIGERATION & HVAC |
||||
| During 2014, Top Line amounted to 58.12M€, representing a decrease of 6.5% compared to last year. Backlog2 at the end of the period amounted to, approximately, 20.7M€, a decrease of 10.3% compared to last year, representing circa 5.5 months of Turnover. International Top Line of Refrigeration and HVAC (consolidating exports and direct sales abroad), driven by the lower level of international activity following some delays in the launch of some projects, represented 22.7% of the consolidated Turnover. 2 Backlog in Portuguese operations |
| Profit and Loss Account Million euro |
|||
|---|---|---|---|
| Refrigeration & HVAC | 2014 | 2013 | D 14/13 |
| Total Operational Income | 59.45 | 61.13 | -2.8% |
| Turnover | 58.12 | 62.15 | -6.5% |
| Total Operational Costs | -58.56 | -56.96 | -2.8% |
| Cost of Goods Sold | -22.48 | -22.76 | +1.2% |
| Change in Stocks of Finished Goods | -1.97 | 1.74 | - |
| External Supplies and Services | -18.84 | -19.93 | +5.5% |
| Staff Costs Other Operational Expenses/Income |
-14.56 -0.72 |
-15.10 -0.90 |
+3.6% +20.6% |
| EBITDA | 0.88 | 4.17 | -78.8% |
| Capex | 0.29 | 0.17 | +70.3% |
| EBITDA-Capex | 0.59 | 4.00 | -85.1% |
It is important to highlight that during the year the team remained focused in the implementation of a deep restructuring process, covering various aspects as the strategy reformulation and segments of action, reformulation the organizational structure and,
consequently, headcount and the redesign and implementation of new internal processes. In 3Q14, under the restructuring process that is being implemented, there were recognized a bulk of non-recurrent operational costs amounting to 1.19M€ that have penalized, in the quarter and full year both the Refrigeration and HVAC segment and overall Sonae Capital
Group figures. Despite of the on-going implementation of measures leading to rationalize and variable the cost structure to the new benchmark, and excluding the above non-recurrent operational cost, due to revenues performance, FY14 EBITDA amounted to 1.89M€,
registering a significant reduction when compared to the 4.17M€ registered last year. However, it should be highlighted that EBITDA in the domestic operation amounted to 2.45M€, registering a slight decrease of 0.15M€ when compared to last year, showing that the large majority of the profitability decrease is due to lower activity in international operations, mainly Brazil. Regarding this, it should be noted that backlog in Brazil grew 7.2x compared to last year and represents, approximately, 7 months of the annual
turnover. Capex remained at low levels and the main decrease in operating cash flow was driven by the EBITDA deviation.
5.4. OTHER ASSETS Sonae Capital Group owns a set of non-strategic assets and thus available for sale,
including Real Estate assets (excluding Tourism assets) and Financial Shareholdings. During the period it was sold a stake of the Imosede Fund for 5.0M€ and there were no
other material operations to highlight with respect to financial assets. Regarding Real Estate assets, during 2014, there were celebrated sales deeds over a
disperse set of assets amounting to 1.45M€. Regarding our commitment to provide to the market the best financial information possible, we updated the Sonae Capital's property portfolio valuation report prepared by the reference entity Cushman & Wakefield (the Valuation Report is available on the website of the Company www.sonaecapital.pt). As at 30 September 2014, Sonae Capital's real estate portfolio (excluding assets located in Boavista Complex and Sonae businesses Headquarters held by real estate investment funds in which the Group owns shares) was estimated at 546.3M€. The current assessment, when compared to previous one as at 31
December 2011, discloses a decrease of only 1.2% (on a comparable basis), showing the
resilience of our real estate portfolio. It should be noted that troiaresort assets were evaluated in 293.4M€, an increase of 1.6% compared to previous report. For a better understanding of our assets, we individualized the operating assets (beyond resort assets), which among Hotels and Fitness clubs, are estimated at 72.8M€. The remaining assets, characteristically and geographically disperse, were evaluated at 180.1M€ representing a 5.3% reduction when compared to the previous
report, on a comparable basis. It should be emphasized that, concerning Other Assets available for sale, the Capital Employed in this set of assets amounted to 123.5M€.
Page 16
Having ended 2014 with consolidated orientations and strategic pillars setup in 2013, Sonae Capital achieved results give confidence in proceeding with the implementation of
the defined strategy. Important steps were taken on the sustainability and on the improvement of the competitive position of each business segment. Such path should continue being
implemented over the course of current year. On the Resorts business, we will remain committed in selling available stock, and will continue improving all resort operations aimed at achieving break-even at each one of them. At the same time, we will not neglect the investment needed in troiaresort brand and on the continuous improvement of current infrastructures. The development of real estate touristic projects for the areas not yet developed, to be commercialized with
specialized investors, will also be one of our main focuses. Regarding Hospitality, after the conclusion of Hotel Aqualuz Lagos refurbishment aimed at increasing occupation rates, new development projects for Hotel Porto Palácio are also under analysis. The portfolio development in this segment, as occurred in 2014, will
continue favouring a capital light investment type approach. Also, the Fitness segment, although with an expansion plan already defined, will follow a
capital light approach. In the Refrigeration & HVAC business we will continue with the implementation of the restructuring and the strategic repositioning process in course, aiming for additional efficiency and profitability gains. Regarding this process, we will evaluate the maintenance of specific business areas that may be considered as non-strategic and without fit with the level of ambition we set ourselves. A greater approach on the international operations, namely at the top line level, supported in robust and uniform processes along all Group
operations, will be one of our core focus throughout 2015. On the Energy front, the Group will remain watchful to new business opportunities both in Portugal and abroad, subject to the accomplishment of pre-defined criteria. If 2014 was mainly focused on the consolidation and integration of the operations acquired in the beginning of the year and to the analysis and study of new potential markets, 2015 will be marked by greater focus on the internationalization process not forgetting the domestic
operations and the remaining identifiable opportunities. With the expectable improvement of country economic and financial conditions, we will remain concentrated and, probably, with increased efforts on the sale of non-strategic assets, one of the fundamental aspects to the effective implementation of Group's Corporate Strategy. This is of particular relevance as the financial discipline and the necessary reduction of net debt levels will continue to dominate the assumptions and goals to be defined by each business unit.
Name: Sonae Capital, SGPS, SA ISIN Code: PTSNP0AE0008
Security's Issuer: Sonae Capital, SGPS, SA NYSE Euronext: SONC
Listing date: 28 January 2008 Reuters: SONAC LS
Share Capital: 250,000,000 euro Bloomberg: SONC.PL
Listed amount: 250,000,000 shares
During 2014, Sonae Capital´s share price declined 20.9%, closing the year at 0.261 euro. Nevertheless Sonae Capital outperformed the Portuguese Stock Market Index (PSI20) which dropped by 26.8% during the same period.
The following table summarizes the most relevant information on the Sonae Capital shares
| Euronext Lisbon | 2014 | 2013 |
|---|---|---|
| Closing Price N-1 Maximum Price |
0.330 0.520 |
0.14 0.37 |
| Minimum Price | (01.04.2014) 0.230 |
(28.11.2013) 0.14 |
| (16.10.2014) | (03.01.2013) | |
| 31 December N | 0.261 | 0.33 |
| Transactions | ||
| Average daily quantity | 360,632 | 373,837 |
| Total shares traded | 91,961,263 | 95,328,426 |
| Total volume (million euro) Average daily volume (million euro) |
37.3 0.15 |
22.7 0.08 |
| Market capitalization 31.12.N (million euro) (a) | 65.25 | 82.50 |
(a) Market capitalization calculated using the total number of shares
Relevant events announced to the market in 2014 include: The effectiveness of the acquisition of a group of shareholdings and equity interests held by subsidiaries of Enel Green Power S. p. A. (Enel), in 10 cogeneration plants located in Portugal (of which 8 majority held by Sonae Capital), with remaining feed-in tariff periods of up to 6 years (weighted average of 3 years) and concerning a 44 MW increase of installed electric power capacity.
(6 Mar.14) The acquisition lies within the expansion plan of the Energy segment, one of the
strategic pillars of the growth and development of Sonae Capital's portfolio. The closing of the conditions for a Bond issue of €42,500,000 (forty two million five hundred thousand euros), led by Caixa - Banco de Investimento and subscribed by institutional investors, without any guarantees and with a 5 year term, maturing in May 2019.
Sonae Capital, SGPS, SA, the Group's holding company, posted a positive 17,035,205.49 euro net profit, including the material impact of 10,914,428 euro from Results from Associated Undertakings and 6,766,620 euro from taxes, driven by tax perimeter efficiency. Last year's result, a 6,081,764 euro net profit, was positively impacted by
around 12.4 million euro regarding dividends paid by subsidiaries. The year's result already includes 405,073 euro, intended for the executive directors' variable remuneration, through the year's net profit appropriation, under the terms of number 2 of article 31 of the Articles of Association and following a proposal by the Remuneration Committee, which is responsible for the enforcement of the remuneration policy approved in the Shareholders' General Meeting held on 17 March 2014.
As a result of Sonae Capital's share performance during the year, and in accordance with the approval given at the last Shareholders' General Meeting, Sonae Capital acquired, during 2014, 1,034,500 own shares, on NYSE Euronext Lisbon Stock Exchange, at an
average transaction price of 0.3909 euro per share. As a result of the above mentioned transactions and the alienation of 85,212 shares for the global amount of 42,606 euro related to share distribution in terms detailed in the medium-term variable remuneration, as at 31 December 2014 Sonae Capital held 6,068,850 own shares, representing 2.428% of its share capital.
During the year of 2014, and in the course of the strategic review assignment performed within the Group, Non-Executive Board Members provided significant insights in the discussion of the several options, keeping, as in previous years, close contact with the corporate directors and management teams (namely in the Energy business, given its development stage and the challenges it presents). During the year, Non-Executive Board Members have effectively played their role as Board of Directors members and members of the Board Audit and Finance Committee and of the Nomination and Remuneration Committee (with only one of the Non-Executive Directors being a member of the latter).
Additional information on the activities of the above mentioned bodies is available in paragraph 29 of the Company's Corporate Governance Report, complementing the information on activities performed by Non-Executive Board Members described in this section of the report.
Sonae Capital, SGPS, SA, as the holding company of the Group, posted a net profit of 17,035,205.49 euro in 2014. The Board of Directors proposes to the Shareholders' General Meeting that this amount should be transferred to Legal Reserve (851,760.27 euro) and to Free Reserves (16,183,445.22 euro).
There were no subsequent corporate events to register.
The Board of Directors would like to thank all Sonae Capital's stakeholders for their support and trust during the year, emphasizing the Fiscal Board and Statutory Auditor's cooperation and work.
To our employees we thank the sense of commitment and valuable contribution to the significant improvement in operational results, and to shared effort in the pursuit of goals
outlined. We reiterate the belief that the basis for the Group's growth is stronger, trusting in the success and sustainability of the chosen strategy.
The Board of Directors
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________ Francisco de La Fuente Sánchez
______________________________________
The consolidated financial statements presented in this report are audited. All financial information have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union.
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during 2014 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Belmiro Mendes de Azevedo
Ivone Pinho Teixeira
Maria Cláudia Teixeira de Azevedo Member of the Board of Directors
Francisco de La Fuente Sánchez
Álvaro Carmona e Costa Portela Member of the Board of Directors
Paulo José Jubilado Soares de Pinho
Regulation)
Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during 2014 involving shares and other securities:
| Balance as at 31.12.2014 |
||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | |||||
| Belmiro Mendes de Azevedo | Date | Quantity | Av. Price € | Quantity | Av. Price € | Quantity |
| Efanor Investimentos, SGPS, SA (1) (includes 1 share owned by the spouse) |
49,999,997 | |||||
| Sonae Capital, SGPS, SA (a) | 838,862 | |||||
| Maria Cláudia Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Linhacom, SGPS, SA (2) |
1 99,996 |
|||||
| Álvaro Carmona e Costa Portela | ||||||
| Sonae Capital, SGPS, SA Obrigações Sonae Capital/2014-2019 |
20.02.2014 17.10.2014 |
21,700 | 0.46 1 50,250 |
24,942 1 |
||
| Paulo José Jubilado Soares de Pinho Sonae Capital, SGPS, SA (b) |
20,775 |
| Balance as at 31.12.2014 |
||||||
|---|---|---|---|---|---|---|
| Date | Quantity | Purchases Av. Price € |
Quantity | Sales Av. Price € |
Quantity | |
| (1) Efanor Investimentos, SGPS, SA Sonae Capital, SGPS, SA Pareuro, BV (3) |
88,859,200 5,583,100 |
|||||
| (2) Linhacom, SGPS, SA Sonae Capital, SGPS, SA Imparfin, SGPS, SA (4) |
43,912 150,000 |
|||||
| (3) Pareuro, BV Sonae Capital, SGPS, SA |
66,600,000 | |||||
| (4) Imparfin, SGPS, SA Sonae Capital, SGPS, SA |
513,160 |
(a) Includes 1,862 shares owned by the spouse.
(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of
Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:
Number of shares as at 31.12.2014
Sonae Capital, SGPS, SA 88,859,200 Pareuro, BV 5,583,100
Pareuro, BV Sonae Capital, SGPS, SA 66,600,000
(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely
As required by number 1, c) of Article 9 of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 31 December 2014:
| Efanor Investimentos, SGPS, S.A. (1) Directly Owned 88,859,200 35.544% 36.428% Through Pareuro, BV (controlled by Efanor) 66,600,000 26.640% 27.303% Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of 837,000 0.335% 0.343% Efanor) Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board 1,862 0.001% 0.001% of Directors of Efanor) Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of 43,912 0.018% 0.018% Directors of Efanor Maria Cláudia Teixeira de Azevedo) Through Migracom, SGPS, S.A. (controlled by the Member of the Board of 161,250 0.065% 0.066% Directors of Efanor Duarte Paulo Teixeira de Azevedo) Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the 411 0.000% 0.000% Board of Directors of Efanor) Total attributable 156,503,635 62.601% 64.159% Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários, SA Through Santander Acções Portugal Fund (managed by Santander Asset 5,214,974 2.086% 2.138% Management) Through Santander PPA Fund (managed by Santander Asset Management) 484,869 0.194% 0.199% Total attributable 5,699,843 2.280% 2.337% 2.000% 2.050% Blueshore Global Equity Fund 5,000,000 Total attributable 5,000,000 2.000% 2.050% |
Shareholder | Nr. of Shares | % of Share Capital |
% of Voting Rights |
|---|---|---|---|---|
(1) Belmiro Mendes d e Azevedo is, under the terms of paragraph b ) number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, a s he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV; 1312 shares are no longer attributed to Nuno Miguel Teixeira d e Azevedo due to b e held b y descendant and ceased the legal basis of imputation arising from paragraph a ) number 4 of Article 248-B of the Portuguese Securities Code.
[This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.]
CORPORATE GOVERNANCE REPORT (Translation from the Portuguese Original)
1. Share Capital structure Sonae Capital (hereinafter referred to as "Company" or "Sonae Capital") share capital of 250,000,000 euro fully subscribed and paid up, made up of 250,000,000 ordinary
shares, bearer and nontitle, each with a nominal value of 1 (one) euro. All shares of Sonae Capital were admitted to trading on Euronext Lisbon regulated market on 28 January 2008.
2. Share transmission and ownership restrictions There are no limitation to transmission and ownership of Sonae Capital shares, nor shareholders holding special rights. Consequently, all shares admitted to trading on the stock exchange are freely transmissible in accordance with the normal regulations applicable.
3. Own Shares As at 31 December 2014, the Company held 6,068,850 own shares, representing 2.428% of share capital and respective voting rights.
agreements The Company neither has celebrated nor is it part of any important agreement that comes into effect, is amended or terminates in the event of a change in shareholder control over the Company due to a takeover bid.
Similarly, the Company has not adopted, via the approval of any statutory provisions or other measures adopted by the Company, rules or regulations designed to prevent the success of takeover bids.
During the year of 2014 no defensive measures were adopted.
The majority of the share capital of the Company is owned by one shareholder. Likewise, there are no statutory provisions limiting the number of votes that can be held or
6. Shareholder agreements The existence of any shareholders' agreements concerning the society is unknown.
7. Qualifying Shareholdings As at 31 December 2014, those shareholders, who in accordance with article 20 of the Securities Code, held qualifying shareholdings representing at least 2% of the share capital of Sonae Capital, were the following:
| Shareholder | Nr Shares Held |
% Share Capital |
% Voting Rights2 |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A.1 | 156,503,635 | 62.601% | 64.159% |
| Santander Asset Management | 5,699,843 | 2.280% | 2.337% |
| BlueShore Equity Fund | 5,000,000 | 2.000% | 2.050% |
1 Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share
capital and voting rights of Efanor Investimento SGPS, SA, which in entirely controls Pareuro BV. 2 Voting rights = Nr. Shares Held / (Nr. Total Shares – Own Shares)
The Company´s or of any group Company's number of shares and bonds held by members of its governing bodies, directly or through related parties, are disclosed in the appendix to the report of the Board of Directors in accordance with and for the purposes of article 447 of the Portuguese Company Law and in accordance with number 7, article 14 of CMVM's Regulation 5/2008.
9. Board of Directors qualification due to share capital increase The Articles of Association grants this competence uniquely to the General Meeting of Shareholders since December 2012 according to the legal terms.
10. Related Party Transactions During the 2014 financial period, no significant business or commercial transactions occurred between the Company and the holders of qualifying holdings in the Company.
Business dealings or transactions with members of the Board of Directors or holders of qualified shareholdings, are part of the day to day activity of Sonae Capital affiliated companies and made on an arm's length basis. The amounts involved, essentially from rents charged, are not material.
11. Name, function and mandate of the General Meeting Boards members As at 31 December 2014, the Board of the Shareholders' General Meeting had the following members, mandated for the 2013-2014 period:
12. Possible restrictions on voting rights The Company's Articles of Association do not establish any percentage or maximum limit to the exercise of voting rights for any shareholder, corresponding to each share
one vote.
The Company has not issued non-voting preference shares. For the presence in the General Meeting there is no need for blocking period, but should be accomplished the legal rules that define the "Record Date" as the relevant moment to be registered as a valid shareholder and to exercise the corresponding presence and voting rights for the Shareholders' General Meeting, as well as the arrangements for participation and voting of shareholders who professionally hold shares in their own
name but on behalf of clients. Shareholders may be represented at the Meeting by means of a written representation letter addressed to the Chairman of the Board of the Shareholders' General Meeting and delivered up to the beginning of the meeting, indicating the name and address of the representative nominated, as well as the date of the meeting. That written communication can be made using e-mail in accordance with instructions of the
meeting's notice. A shareholder may appoint several representatives related to own shares held through different share accounts, without undermining the principle of vote unity and the ability of professional shareholders to vote differently according with representation of
different shareholders. The Company makes available, within the legal deadlines, appropriate information - call general meetings, voting exercise forms and procedures to be followed for voting by correspondence or by proxy, as well as draft representation letter, in Portuguese and English language in its website (www.sonaecapital.pt) to ensure, promote and encourage the participation of shareholders in general meetings, directly or through
representatives. In addition to the Company's website, the refrred documentation is also available to the shareholders for consultation at the Company's headquarters during office hours as well as on the Comissão Mercado dos Valores Mobiliários ("CMVM") Information Disclosure System (www.cmvm.pt) in the date of disclosure of the notice.
Shareholders may vote using written voting papers in all matters subject to the approval of the Shareholders' General Meeting. Votes may be cast using electronic means, if these are made available to shareholders and mentioned in the meetings' notice.
The Company makes available to shareholders minutes of written voting papers in Portuguese and English language, on the Company's website (www.sonaecapital.pt) at the same time with the notice given to the Shareholders' General Meeting, as well as the corresponding preparatory documentation relating to the items on the agenda, both in in Portuguese and English language.
Article 20 There is no limitation on the number of votes that may be held or exercised by a single shareholder or group of shareholders.
14. Resolutions which only may be made by qualified majority Under the terms of the Company's Articles of Association, resolutions at the Shareholders' General Meeting shall be made by simple majority, unless otherwise determined by law.
15. Identification of model of governance adopted Sonae Capital adopts the monist model of governance (composed by Board of Directors, a Fiscal Board and a Statutory Auditor), set out in articles 278.º, paragraph 1, point a) and 413.º, paragraph 1, point b), both from the Portuguese companies code (CSC), complemented by a delegation of management powers to the Executive
Committee. The Board of Directors has the responsibility of management, strategic guidance and appointment and general supervision of the Executive Committee activities and the
specialized committees. The Executive Committee exercises the powers delegated by the Board of Directors on current matters of the Company and corporate services.
The remaining two bodies have supervisory responsibility. Details of the structure adopted, the bodies that compose and corresponding roles and responsibilities are presented in the following sections.
appointment and replacement of members of the Board of Directors In accordance with Law and the Company's Articles of Association, members of Board of Directors are elected under the terms of proposal approved at the Shareholders' General Meeting, and the Chairman has a casting vote.
The election of one member of the Board of Directors takes place independently from the remaining elections, under the terms of the law, among persons listed in proposals subscribed by groups of shareholders, provided that such groups of shareholders hold shares that represent more than ten and less than twenty percent of the share capital. The same shareholder cannot subscribe to more than one proposal. Each proposal must contain the identification of at least two persons eligible for each of the positions to be filled. If proposals are presented by more than one group of shareholders, voting will be
based on all of these proposals. The Board of Directors appoints a substitute in case of death, resignation or temporary or permanent incapacity or unavailability of any member, except the administrator elected under rule of minorities. This appointment shall be subjected to ratification by shareholders at the first Annual General Meeting to be held following the co-optation.
In the definitive absence of an elected Board member under the provisions set in the previous paragraph, the election of a new Board memeber may only occur through a General Meeting.
In the event a director misses two consecutive or interpolated meetings, without providing acceptable justification to the Board of Directors, it shall be deemed as a
17. Composition of the Board of Directors Under the Company's Articles of Association, the Board of Directors can be made up of an odd or even number of members, with a minimum of three members and a maximum
of seven members, elected at the Shareholders' General Meeting. The Board's term of office is of two years, and members can be re-elected for one or more times. The current term of the Board of Directors corresponds to the 2013-2014
period. The Board of Directors elects, under the Articles of Association, its Chairman. As at 31 December 2014, the Board of Directors was made up of six members, three
executive and three non-executives. Two of non-executive members are independent: The current members of the Board of Directors elected for the mandate 2013-2014 are the following:
| Name | First Appointment | Term of Office |
|---|---|---|
| Belmiro Mendes de Azevedo | December 2007 | 31 December 2014 |
| Álvaro Carmona e Costa Portela | March 2011 | 31 December 2014 |
| Maria Cláudia Teixeira de Azevedo | March 2011 | 31 December 2014 |
| Ivone Pinho Teixeira | March 2013 | 31 December 2014 |
| Francisco de La Fuente Sánchez | April 2008 | 31 December 2014 |
| Paulo José Jubilado Soares de Pinho | April 2008 | 31 December 2014 |
| Belmiro Mendes de Azevedo | Chairman – Non executive |
|---|---|
| Álvaro Carmona e Costa Portela | Vice-Chairman - Executive |
| Maria Cláudia Teixeira de Azevedo | Executive |
| Ivone Pinho Teixeira | Executive |
| Francisco de La Fuente Sánchez Paulo José Jubilado Soares de Pinho |
Non Executive (Independent) Non Executive (Independent) |
Non-executive members were appointed based on their reputation in business, finance, academia and consultancy areas, to strengthen the skills of the Board of Directors, namely in relation to the approval of the portfolio configuration strategy and of the annual business plan and any significant changes to it.
Non-executive members of the Board of Directors, Francisco de La Fuente Sánchez and Paulo José Jubilado Soares de Pinho, are considered independent under the terms of independence criteria established at 18.1 of the appendix I of the Regulation 4/2013 of CMVM and the recommendation II.1.7 of CMVM (2013).
Independent Non-Executive Directors have to disclose immediately to the Company any event that, in the course of their mandate, might lead to conflicts of interest or loss of independence under the terms of legal requirements.
The current composition of the Board of Directors, especially the number of Non-Executive and independent members (2 from a total of 6 members), ensure the necessary supervision of the activities performed by Executive Directors, taking into account the governance model adopted, the Company's dimension and its free float. The Report of the Board of Directors contains a section with a description of the activities carried out by Non-Executive board members.
19. Professional qualifications of the members of the Board of Directors Professional qualifications and other relevant curricula elements of the members of the Board of Directors are detailed in the appendix of this document.
shareholders The Chairman of the Board of Directors, Belmiro Mendes de Azevedo, holds the majority of the share capital and voting rights of the shareholder Efanor Investimentos, SGPS, SA, to which is attributed the domain of the capital and voting rights of the Company. The Chief Executive Officer, Maria Cláudia Teixeira de Azevedo, daughter of Belmiro de Azevedo, is a shareholder and member of the Board of Directors of Efanor Investimentos, SA, pursuant the information provided in section 26 of this chapter.
Under the current governance structure, the Board of Directors is responsible for business portfolio strategic decisions and respective implementation.
The Board of Directors delegates to the Executive Committee the powers to manage the day-to-day operations of the Company and, regulates how the Executive Committee operates and how the delegated powers can be exercised.
To approve the Annual Report and Accounts;
To decide to change the Company's registered office or to approve any share
The Corporate Centre is instrumental in supporting the Executive Committee and the Board of Directors in defining and executing major strategies, policies and objectives and is composed of seven sovereign functions and three shared services functions which provide services to all Group companies.
| Those functions are the following: | |
|---|---|
| Sovereign functions | Shared services functions |
| Corporate Finance | Financial Services |
| Legal | Accounting, Tax and Reporting |
| Corporate Planning and Control | Administrative Human Resources |
| Corporate Human Resources | |
| Internal Audit & Risk Management | |
| Corporate Development Information Systems |
|
The Corporate Finance function has the responsibility to define and implement financial strategies and policies to ensure an integrated and across the board view of the Group's needs as well as ensuring the liaison with capital, debt and banking markets. This department is also responsible for financial risk management at Group level and for the
preparation and follow-up of the Group's financial plan. The Legal function provides legal support in all domains, in an integrated manner, ensuring the safeguard of the Groups' interests and promoting the strategy defined by the Board of Directors, ensuring legal compliance, litigation management and corporate
secretarial matters. The Planning and Control function plays a role in supporting the strategic planning of the Group, in defining management information policies and in ensuring consolidated management reporting. This function includes the Investor Relations Office, which has as main responsibilities external reporting and ensuring a permanent contact with
institutional investors, shareholders and analysts. Corporate Human Resources have the responsibility of defining and implementing the strategy and policy of Human Resources of the Group as well as the planning and
management of talent and careers of senior managers. Corporate Development has the main role of assisting the Board of Directors of Sonae Capital in projects of organic growth and in the management of Group's businesses, as well as in projects of portfolio optimization including the analysis and negotiation of
investment or divestment opportunities. The Internal Audit & Risks Management function defines and executes internal audit activities and evaluates systematically and independently Group's activities, with the objective of ensuring the efficacy of management systems and processes and internal control. Simultaneously, it supports the Board of Directors in identifying, modelling and acCompanying Group's risks with the objective of controlling and mitigating those risks
and also to include risk assessment in strategic and operational decision-making. Information Systems function has the role of ensuring the alignment of information systems with Group's strategy, creating value by providing solutions that promote
efficacy, efficiency and process innovation. Sovereign functions report to the Executive Committee of Sonae Capital.
Pag. 37
With respect to the Shared Services functions, Financial Services have the mission of optimizing Group's financial flows by efficiently coordinating external partners, namely clients, suppliers and banks. The function is coordinated by a manager at the Corporate
Centre level. Accounting & Consolidation has the purpose of maintaining the accounting organization to guarantees the availability and integrity of financial and accounting information and assets of the whole organization through an integrated information system. The function
is coordinated by a manager at the Corporate Centre level. Administrative Human Resources ensure the coordination of administrative management activities of human resources and alignment with businesses. The function is coordinated by the sovereign function of Corporate Human Resources.
Directors can be found Terms of Reference are available at the site of the Company (www.sonaecapital.pt) (Tab: Investors, Section: Corporate Governance/Terms of Reference).
of the Board, the General and Supervisory Board and Executive Board of Directors According to the Company's Articles of Association, the Board of Directors meets at least once every quarter and, in addition, whenever the Chairman or two Board Directors convene a meeting. During 2014, the Board of Directors held seven meetings and the respective attendance, personally or by representation, was as follows:
| Belmiro Mendes de Azevedo | 100% |
|---|---|
| Maria Cláudia Teixeira de Azevedo | 100% |
| Álvaro Carmona e Costa Portela | 100% |
| Ivone Pinho Teixeira | 100% |
| Francisco de La Fuente Sánchez Paulo José Jubilado Soares de Pinho |
100% 100% |
The functioning and other logistic issues are dealt with by the Board's Secretary, which also ensures that records of decisions made are kept in minutes of meetings and provides Board members with support information for the proposed agenda at least five days in advance and always leaving a weekend between distribution and the respective meeting.
directors Sonae Capital's Remunerations Committee is responsible for the performance appraisal, approval of remuneration, and other compensations of the Board of Directors, Fiscal Board and members of the Board of the Shareholders' General Meeting.
Furthermore, the non-executive members, as part of its oversight function, track the
performance of executive directors in particular. The Board Nomination and Remuneration Committee (BNRC), is fully composed by nonexecutive members and support the Shareholders' Remuneration Committee in its
25. Predetermined criteria for evaluating the performance of executive directors The performance evaluation of executive directors is based on predetermined criteria, consisting of objective performance indicators established for each period and aligned
with the Group strategy of growth and the business performance. General growth business indicators, economic and financial KPI´s (Key Performance
Indicators) are divided into Company, department and individual KPI's. The Company's business KPIs include economic and financial indicators based on the budget, on the performance of each business unit, as well as on the consolidated performance of the Company. Meanwhile, the department business KPIs are similar in nature to the previous ones, being directly influenced by the performance of the Executive Director. The personal KPIs, which may include subjective and objective
indicators, are determined by the compliance of individual obligations and commitments. Additional information may be consultaed in points 71-75.
relevant activities by members of these bodies during the financial year Information on other offices held by members of the Board of Directors can be found in the curricula vitae included in an appendix to this report. Members of the Board of Directors consistently demonstrated availability for the proper exercise of their duties.
can be found the Regulations on the functioning In addition to the Executive Committee, the Board has also appointed specialised advisory committees, namely the Board Audit and Finance Committee and the Board
Nomination and Remuneration Committee. The Regulations on the functioning of these committees can be found at the website of the Company (www.sonaecapital.pt) (Tab: Investors, Section: Corporate Governance/Terms of Reference).
| Position |
|---|
| Chief Executive Officer |
| Vice-President |
| Chief Financial Officer |
Executive Committee The Executive Committee has the ability to manage the day-to-day operations of the Company, following the strategic guidelines set by the Board of Directors and under the powers delegated to it by this governing body.
In accordance with the adopted policy, all Executive Committee members, including the CEO, share responsibilities in more than one area, with responsibilities being attributed
according to the profile and experience of each member. The Executive Committee meets monthly and also every time the Chief Executive Officer or the majority of its members convenes a meeting, in writing, at least 3 days in advance. Notwithstanding the regular contacts between the members of the Executive Committee in the periods between meetings, during the year 2014, the Executive
Committee held 14 meetings. The Board of Directors may only deliberate if a majority of their members is present or represented, and decisions will be made by a majority of votes cast by members present,
represented or voting in writing. The Executive Committee meetings may also be attended by members of the corporate
centre team, at a Director's request, for assistance and advice on specific issues. The functioning and other logistic issues are dealt with by the Board's Secretary, which also ensures that records of decisions made are kept in minutes of meetings and provides Board members with support information for the proposed agenda at least five days in advance and always leaving a weekend between distribution and the respective meeting. The existence of a common Secretary to both governing bodies, ensuring information flows between them, contributes to the timely supply of information and reduces misinterpretation of information requests, thus leading to more efficiency and
effectiveness in the process. During 2014, the approved minutes of the Executive Committee meetings were made available to Non-Executive Board members and Fiscal Board members. Members of the Executive Committee provide timely and adequate information whenever requested by members of other statutory bodies.
Board Audit and Finance Committee The Board Audit and Finance Committee (BAFC) operate based on the terms approved
by the Board of Directors. As at 31 de December 2014, the BAFC is composed by Non-Executive independent members, Francisco de La Fuente Sánchez (President) and Paulo José Jubilado Soares
de Pinho. The BAFC reviews Company's reports, financial information and financial statements, before they are approved by the Board, advises the Board on reports to shareholders and financial markets, on the adequacy and appropriateness of internal information provided by the Executive Committee, including internal business controls, and on compliance with best practices in corporate governance, and reviews, on behalf of the Board, the internal audit and risk management activities and assesses processes and procedures in order to ensure monitoring of internal control and the efficient management of risks. The BAFC meets directly the Statutory External Auditors and the
Internal Audit team. Regarding risk issues and the respective control please revert to Chapter III of this
report. The BAFC shall meet at least six times a year before the disclosure of the annual and interim results, once before the approval of the annual consolidated budget, once to evaluate the effectiveness of corporate governance policies and practices of the Company and whenever it is convened by its Chairman, or the Board's Chairman or the Chief Executive Officer.
The Secretary of the BAFC circulates required agendas and support documents to the members of the BAFC at least five days in advance and always leaving a weekend between distribution and the respective meeting, also ensuring records of decisions made are kept in minutes of the meetings.
Board Nomination and Remunerations Committee The Board Nomination and Remunerations Committee (BNRC) is composed by the Chairman Belmiro Mendes de Azevedo (President) and the Independent Non Executive
Member Francisco de La Fuente Sánchez.
The BNRC members are appointed for a term of two years. BNRC operates under terms of reference approved by the Board of Directors and is responsible for identifying potential candidates for the position of Director or Senior Management positions within the Sonae Capital Group. It is also responsible for overseeing the preparation of proposals on remuneration and other compensation on behalf of the Board of Directors, for the succession planning, monitoring of talent management processes and the contingency plans. The BNRC reports to the Board of Directors, in writing, whenever necessary, and operates in coordination with the Remuneration Committee in obtaining approval for remuneration and other compensations of members of the Board of Directors and other corporate bodies. The BNRC may receive assistance from external entities, which should guarantee absolute confidentiality.
The BNRC meets at least once a year, before the annual meeting of the Shareholders' Remuneration Committee.
a) Composition
30.Identification of the Fiscal Board The Fiscal Board and the Statutory Auditor are the Supervision bodies of the Company.
31. Composition In accordance with the Company's Articles of Association, the Fiscal Board shall be made of an odd or even number of members, with a minimum number of three members and a maximum number of five members, being the number of members decided upon by the Shareholders' General Meeting of the Company. One or two substitutes shall be
appointed if the Fiscal Board is made up of three or more members, respectively. The Fiscal Board members are elected for a two years term, along with members of
other corporate bodies. The Fiscal Board appoints its Chairman if the Shareholders' General Meeting has not made such an appointment. If the Chairman ceases his/her functions before the end of his/her mandate, the remaining members shall choose amongst themselves who will perform those duties until the end of the mandate. Substitute member(s) shall replace effective member(s) who are unable or have ceased to exercise their functions, and shall remain member(s) until the next Shareholders' General Meeting which will appoint new members to fill any vacancy(ies). If there are no substitute members available, the Shareholders' General Meeting shall appoint new members.
32. Details of the independent members of the Supervisory Board The members appointed for the current mandate (2014-2014) are:
| Name | Position | First Appointment |
|---|---|---|
| Manuel Heleno Sismeiro | Chairman | April 2009 |
| Armando Luís Vieira de Magalhães | Member | December 2007 |
| Jorge Manuel Felizes Morgado Carlos Manuel Pereira da Silva |
Member Substitute |
December 2007 December 2007 |
The members of the Fiscal Board are of the opinion that they can all be considered independent under the terms of number five article 414 of the CSC and that they comply
with all incompatibility rules mentioned in number 1 article 414-A of the CSC. In accordance with the Law, the members of the Fiscal board have the obligation to
immediately inform the Company any change that can harm their independence. For further information about the Statutory Auditor please see below point 39 to 41.
33. Professional Qualifications Professional qualifications and other relevant curricula elements of the members of the Fiscal Board are detailed in the appendix of this document.
Board may be viewed Regulations are available at the site of the Company (www.sonaecapital.pt) (Tab: Investors, Section: Corporate Governance/Terms of Reference).
35. Meeting of the Fiscal Board Fiscal Board has at least one meeting in every three months. During 2014, the Fiscal Board held five meetings and the respective attendance, personally or by representation, was as follows:
| Manuel Heleno Sismeiro | 100% |
|---|---|
| Armando Magalhães Jorge Morgado |
100% 100% |
The resolutions of the Fiscal Board shall be made by a simple majority.
companies inside and outside the group and other relevant activities carried out The members of the Fiscal Board performed their functions effectively and expressed total availability for holding such position.
Professional qualifications and other relevant curricula elements of the members of the Fiscal Board are detailed in the appendix of this document.
The Fiscal Board is the responsible to approve the provision of additional audit services
to the external auditor. The Fiscal Board establishes, in the first meeting of each year, a work plan and timetable for the year, comprising among other subjects, the coordination of tasks with the Statutory Auditor including:
interim and annual statutory audits; Overseeing the independence of the Statutory Auditor;
Joint meeting with the Board Audit and Finance Committee (BAFC) for the
recommendation IV.2. In the assessment of criteria that support the hiring of additional works to the External
38. Other functions The duties of the Fiscal Board are those determined by law, which include amongst
To carry out its duties, the Fiscal Board obtains from the Board of Directors, namely through the Board Audit and Finance Committee, all the necessary information to carry out its duties, namely relating to the operational and financial performance of the Company, changes to its business portfolio, the terms of any transactions that have
statements, and reports its opinions and decisions made; Records in writing communications of alleged irregularities that have been addressed to it, requesting information and clarification through the Board of Directors, and internal and/or external auditors, and prepares a report on its conclusions;
Informs the Board of Directors about the procedures and checks carried out and
To support the Fiscal Board's activity, the Company provides human and technical resources needed for scheduling meetings, preparing agendas, minutes and support documents and ensuring their timely distribution. Additionally, internal staff deemed relevant for matters in the agenda, is also present in the meetings, to present and explain the main questions raised by the Fiscal Board. Items in the agenda regarding External Audit issues are discussed, at the request of the Fiscal Board, without the presence of
other department's staff. The Fiscal Board represents the company with the External Auditor and proposes to the General Shareholders meeting its appointement as well as its dismissal. It also proposes an evaluation of the performance work, assuring adequate conditions to do so and is the
first recipient of their reports. The Fiscal Board issues an annual report on the supervisory work performed including the annual assessment of the Statutory External Auditor, as well as an opinion on the report of the Board of Directors, consolidated and individual financial statements and corporate governance report presented by the Board of Directors, in order to meet the legal deadlines for presentation of those documents to the annual Shareholders' General Meeting. The Fiscal Board's report on annual activity is included in the annual reports
made available on the Company's website (www.sonaecapital.pt). The Statutory Auditor is the supervisory body responsible for legal certification of
39. Statutory External Auditor identification and the representing partner The Statutory Auditor of the Company for 2013-2014 is PricewaterhouseCoopers & Associados, SROC, represented by Hermínio António Paulos Afonso or by António
Joaquim Brochado Correia. In 2014 the Statutory Auditor was represented by Herminio António Paulos Afonso.
The Statutory Auditor is in its second term of two years, having been re-elected for another term, under proposal of the Fiscal Board, at the General Meeting of March 18, 2013. The Company's auditor is the same auditor since 2011 in almost all subsidiary companies.
41. Other services provided to the Company The Statutory Auditors additionally provides to the Company audit services as described
42. Identification The Company's Statutory External Auditor for the term ended in 2014 was PricewaterhouseCoopers & Associados, SROC, registered with nr.9077 in Commission for Securities Market, represented by Hermínio António Paulos Afonso or by António
Joaquim Brochado Correia. In 2014 the Statutory Auditor was represented by Herminio António Paulos Afonso.
43. Permanence of Functions The Statutory External Auditor was elected by the Shareholders' General Meeting, by proposal of the Fiscal Board for the first time in 2011, to the 2011-2012 term of office and is in its second one. The representing partner prosecutes his functions since then.
44.Policy and frequency of rotation of the external auditor and its partner The Statutory External Auditor and the Certified Public Accountant´s partner that represents the external auditor in the fluffiness of these functions, is only serving his second term, therefore, the Company complies fully with the recommendations currently in force. The rotation policy and schedule of the external auditor and the respective partner that represents said auditor shall be determined in the light of best practice in corporate governance at the date of expiry of that term, where and when relevant.
45. External Auditor assessment According to the Corporate Governance model, the election or removal of the Statutory External Auditor is decided at the General Meeting upon the proposal of the Fiscal
Board. Additionally, the Fiscal Board oversees the performance of the External Auditor and the work during each exercise, considers and approves the additional work to provide and, annually, prepare an assessment of the External Auditor, which includes an assessment of their independence.
46. Additional work In order to ensure External Auditor independence, tax consultancy services and other services (mostly related with management consulting) were provided by different teams than those involved in audit services. The Board Audit and Finance Committee and the Fiscal Board reviewed the scope of other services and concluded they did not affect the
independence of Auditors. The services provided by the external auditor, other than audit services, were approved by the Fiscal Board within the recommended principles. The percentage of those services in total services provided by PricewaterhouseCoopers & Associados, SROC (PwC) to the Company amounts to 17.7%. Given the amount involved and the fact that the services are provided by a completely different team from the entity that provides
audit services, was preserved the auditor independence and impartiality. As part of its work plan, the external auditor confirmed the application of policies and remuneration systems, as well as the effectiveness and performance of internal control mechanisms, and has not identified any material issues that should be reported to the Company's Fiscal Board.
47. Annual remuneration During 2014, the total remuneration paid to the Company's external auditors was € 214,135 (two hundred and fourteen thousand one hundred and thirty five euros), corresponding to the following services provided:
| Services | Total 2014 |
% | Sonae Capital SGPS |
% | Other Group entities |
% |
|---|---|---|---|---|---|---|
| Statutory Audit 1 | 176,335 | 82.3 | 35,707 | 100.0 | 140,628 | 78.8 |
| Other Assurance2 | 1,000 | 0.5 | 0 | 0.0 | 1,000 | 0.6 |
| Tax Consultancy2 | 6,000 | 2.8 | 0 | 0.0 | 6,000 | 3.4 |
| Other Services2 | 30,800 | 14.4 | 0 | 0.0 | 30,800 | 17.3 |
| Total | 214,135 | 100 | 35,707 | 100 | 178,428 | 100 |
1 Fees agreed for the year
48. Rules governing amendment to the Articles of Association (Article 245-A/1/h)) Amendments to the Articles of Association follow the terms of the CSC, requiring a two-
thirds majority of votes cast for approval of such resolution. At a first meeting for a General Meeting to pass resolutions on amendments to the Company's Memorandum and Articles of Association, it is require that a minimum of 50% of the issued capital is present or represented at the General Meeting.
49.Whistle Blowing Policy The definition of irregularities, which for the purpose of the Company's Policies and Procedures for the Communication of Irregularities are facts that infringe or severely damage:
The main features of the reporting of irregularities policy currently in place are:
According to the best corporate governance practices in the he Company's reporting of irregularities policy, the main features of which are summarized above, are available for consultation on the Company's website (www.sonaecapital.pt), and are applicable to all
the Group subsidiaries. During 2014, the Fiscal Board has not received, through the available means, any communication that falls under the ruling of this policy.
Sonae Capital assigns prime importance to the implementation of appropriate internal control and risk management principles. Market visibility, exposure and diversification of the businesses' risks and the increasing speed of information transmission, makes the implementation of these principles crucial to value creation and compliance with ethical
and social responsibility values. Risk management materializes with coordinated plans and systems aimed at managing and controlling opportunities and threats which may affect business objectives and Group companies, preventing errors and irregularities from occurring, minimizing their consequences and maximizing the organisation's performance and the reliability of its
information on a going concern basis. Risk management, as a support to Sonae Capital's corporate culture and objectives, is inherent in all management processes and is a continued concern for all Group managers and employees. Risk management aims to create value and is one of the main components of the sustainable development of companies through the identification, understanding, management and mitigation of uncertainties and threats that may affect their different businesses, in order to increase the probability of their success and reduce the likelihood of failure.
hierarchical dependence and / or functional relation The Board of Directors is responsible for the definition of the Risk Management Policy
for the Company and its subsidiaries. The Executive Committee is resposible for the ongoing assessment of risks that affect the organization and the approval of measures, models and mechanisms for the
asessment, control and mitigation of those risks. The Board Audit and Finance Committee informs the Board of Directors about the suitability of internal information provided by the Executive Committee and of the systems and internal control principles and for compliance with the best practices in corporate governance. In addition, The Board Audit and Finance Committee supports the Fiscal Board on the appointment of the Statutory Auditor and to define the scope
and remuneration for their work. External Audit evaluates and reports the risks of reliability and integrity of accounting and financial information, thereby validating the internal control system set up for that
purpose at Sonae Capital. The Internal Audit function, acting as an independent entity of internal counselling, identifies and evaluates the efficacy and efficiency of management and control of risks of business processes and information systems, as well as risks of non conformity with legislation, contracts, policies and procedures of companies. The Risk Management and Internal Audit functions are coordinated by a single manager at Sonae Capital's Corporate Centre level, and its activities are reported and followed up by the Board
Audit and Finance Committee of the Board of Directors. The Board Audit and Finance Committee reports to the Board of Directors about the quality and independence of the Internal Auditor and must be consulted by management
regarding the appointment of the internal audit team. Regarding the relationship between the two Audit committees, the Board Audit and Finance Committee reviews the scope of work of Internal Audit and its relation to the scope of work of the External Auditor and analyses with the external auditor and with the head of Internal Audit their reports on the review of the annual and interim financial information and the review of internal control, reporting the conclusions to the Board of Directors. These reports are issued to the Fiscal Board and to the Audit and Finance Committee simultaneously.
52. Existence of other functional areas regarding competences in risk control The Corporate Centre, reporting to the Executive Committee, promotes, coordinates, ease and supports the procedure development of Risk Management, promoting the inclusion of risk level in strategic and operational decisions, and this function as well as the Internal Audit function are coordinated by a single manager at Sonae Capital's Corporate Centre level, and its activities are reported and followed up by the Board Audit and Finance Committee of the Board of Directors.
Like the Internal Audit and Risk Management functions, the management of financial and legal risks is also coordinated by two managers, at the Corporate Centre level of Sonae Capital and its activities are reported and followed up by the Audit and Finance Committee and by the Fiscal Board.
53.1 General Risks Cyclical Risks: The majority of Sonae Capital subsidiaries activity is developed in Portugal therefore is largely exposed to Portuguese economy, which in turn is strongly
conditioned by the developments in the Eurozone. In May 2011, Portugal has formalized a Memorandum of Undestanding with the Troika regarding Economic and Financial Stabilization Program, which included a Eur 78 billion financing to Portugal, disbursed over a period of three years and subject to the implementation of a set of fiscal and structural measures. With the end of this program in May 2014, and dispite of all the adjustments implemented, there are some doubts regarding Portuguese economy. In particular over recent years, despite of the improved quarterly variations, there has been a contraction in GDP, influenced by the restrictive
fiscal policies, public spending and private sector cuts. Given the above, the activity, business, operating results, financial situation, and Sonae Capital future perspectives, or its ability to achive its goals, can be potentially adversely affected by a negative evolution in the Portuguese or Eurozone situation.
Financial Risks: Sonae Capital is exposed to a variety of financial risks namely interest rates, transaction and translation foreign currency exchange, liquidity and debt and equity financial market fluctuations, counterpart and credit risk (especially relevant in
scenarios of economic downturn), commodity and raw material prices. Sonae Capital's financial risk management policy seeks to minimize potential adverse effects of the volatility of financial markets, and with that end in mind, a coherent set of systems and processes are implemented at Sonae Capital allowing the identification,
monitoring and management by the Corporate Finance function, on a timely basis. The current situation of financial markets places liquidity risk, credit risk and fluctuations in capital and debt markets assume a forefront position in companies concerns due to potential impact in the continuity and development of businesses. In fact, the development of businesses of some companies held by Sonae Capital may require additional investment from Sonae Capital in its affiliates or Sonae Capital may intend to expand its businesses through organic growth or acquisitions and also business continuity demands the maintenance of appropriate liquidity reserves to face Company's activities. The additional investment and the maintenance of liquidity reserves may be
raised through shareholders' equity or external debt. Sonae Capital cannot guarantee whether these funds, if necessary, will be obtained or that they will be obtained under the desired conditions in which case plans for business
expansion may have to be altered or postponed. In this context, the above-mentioned systems and processes of financial risks management, which are centralized in the Company's Corporate Centre, are set out in
Additionally, Sonae Capital's attitude towards financial market risk management is conservative and cautious, sometimes using derivative instruments to hedge certain
exposures related to its operating businesses or the arrangement of insurance credit
whenever adequate. The Company does not therefore enter into derivatives or other financial instruments that are unrelated to its operating businesses.
Legal Risks: Sonae Capital and its affiliated companies are subject to extensive and often complex regulation. As a result the performance of the activities and its compliance represents an important investment in terms of time spent and other resources, having therefore legal and fiscal advice. In fact Sonae Capital and its businesses have a legal and tax function permanently dedicated to its activities, which are closely carried out with the remaining sovereign functions and businesses, in order to ensure, preventively, the protection of Sonae Capital's interests while complying with legal obligations and applying best practices. Legal and tax function is also supported, on a national and international level, by external professionals, selected from reputed firms and based on criteria of competence, ethics and experience. However, Sonae Capital and its affiliated companies may be affected by legal and tax changes in Portugal, Eurozone, or other counties where it develops its activity. Sonae Capital does not control these changes, or changes regarding laws interpretation by any authority. Potential changes in Portugal laws, Eurozone or other countries were it operates may have an adverse impact on Sonae Capital business or its affiliated companies or in their results
Information Systems risks: Information systems of Sonae Capital are characterized by being comprehensive, wide-ranging and spread. From an information security stand point, several actions to mitigate risks of compromising confidentiality, availability and integrity of business data have been carried out. Among those actions are off site backups, implementation of high availability systems, network redundancies, control and quality check of flows between software, management of accesses and profiles and implementation of antivirus. On a recurrent basis, the Internal Audit function carries out audit assignments in several domains: software, servers and networks with the purpose to identify and correct potential vulnerabilities that may have a negative impact in the business as well as to ensure the protection of confidentiality, availability and integrity of
People Risks: Sonae Capital's ability to successfully implement its strategy depends on the ability to recruit and retain the most qualified and competent employees for each function. Despite Sonae Capital's human resources policy being oriented towards attaining those goals, it is not possible to guarantee that there will be no limitations in this area in the future.
Insurable Risks: In relation to the transfer of insurable risks (technical and operational), Group companies negotiate insurance coverage with the objective of rationalizing these types of risk by searching to establish a sound insurance capital structure for the capital values at risk, based on the constant changes in the businesses involved. On another level, insurance coverage and retention levels have also been optimized in accordance with the needs of each business, ensuring internally effective insurance management.
53.2 Company's Risks Sonae Capital, as an investment holding Company (SGPS), promotes direct and indirectly the power to manage its affiliated companies, therefore the fulfilment of all obligations undertaken, are dependent on cash flows generated by those affiliated companies. Sonae Capital is therefore dependent upon the distribution of dividends by its affiliated companies, the payment of interest, the repayment of loans granted and other cash flows generated by those companies. The ability of affiliated companies to make funds available/repay to Sonae Capital will depend in part on their capacity to generate positive cash flows, in connection to its operational activities, as well as the legal, tax and statutory framework aplicable to dividends distribution, and other forms of delivering or repayment shareholder's funds.
53.3 Affiliates Risks Sonae Capital has a diversified portfolio, hence major risks to which its affiliates are exposed may be sector specific. Most relevant risks are identified below.
53.3.1 RESORTS a. The activities carried out by Resorts business are subject to economic cycles and dependent on the growth of tourism activity and real estate in Portugal. Therefore the tourism operations of this business are dependent on tourist demand which, in turn, is linked to economic trends, both nationally and internationally. Any negative developments in the Portuguese economy or in the main countries that contribute with tourists to the Portuguese market can have an adverse impact on its business
performance, due to a shrinkage on the number of tourist. b. The successful marketing of high-quality tourism and residential property developments depends on the state of the real estate sector in Portugal and in major European countries (in view of the fact that a significant part of the tourism property developments is targeted at foreign investors) at the time that properties are put on the market. A less favorable economic environment than expected may impact the business,
namely in relation to selling prices and marketing periods. c. The business carried on by Resorts as tourism operator is subject to the supervision of the Directorate-General for Tourism and compliance with specific legislation for this activity. A less favourable economic framewok than the one expected, may put at risk current business expectations, namely in realtion to selling prices and marketing periods, with potentially negative impact on the financial performance of this
business. d. The activity carried out by Atlantic Ferries and by the Tróia Marina is subject to the terms and periods referred to in the concessionary contracts signed, as follows: (i) Atlantic Ferries entered into, with APSS (Associação dos Portos de Setúbal e Sesimbra), in 2005, a concessionary contract for the river crossing public transport service of passenger, light and heavy vehicles between Setúbal and the Tróia Peninsula. The concession was granted for a period of 15 years extendable for successive periods of 5 years, if both parties agree; (ii) the Tróia Marina entered into, with the APSS, in 2001, a concessionary contract for the operation of the Tróia Marina for a period of 50 years. Any breach of the contractual obligations could entail significant risks for the activity
and have an impact on these earnings. e. In Tróia Peninsula the tourism real estate developments may be affected by competition from other developments, in particular, on the Alentejo coast, the Algarve and southern Spain. However, it is Sonae Capital opinion that the troiaresort project is being developed in an area where the existing biodiversity and cultural heritage are considered to be the factors which differentiate the project, and can be capitalized on
with new tourism services and products with a positive impact on the project. f. The Resorts business may be subjected to seasonality, with the result that abnormally adverse conditions during these periods could negatively affect the level of activity and operating results.
53.3.2 HOSPITALITY a. The activities carried out by the hospitality business are dependent on the growth of tourism activity in Portugal. Therefore the tourism operations of this business are dependent on tourist demand which, in turn, is linked to economic trends, both nationally and internationally. Any negative developments in the Portuguese economy or in the main countries feeding tourist visitors to the Portuguese market can have an
adverse impact on its business performance, due to a shrinkage on the number of tourist b. This activity is subject to fluctuations in demand associated with natural disasters, as well as to factors of a social or political nature which could have an impact on the inflow of tourists and consequently on occupancy rates.
c. The activity carried out by the hospitality business is subject to supervision by the Directorate-General for Tourism and compliance with specific legislation for this activity.
d. The level of activity can depend on the intensity of competition – both regional and global – from the tourism destinations in which they operate. As a consequence of growth in demand, massive use of air transport, and the emergence of new destinations, competition between tourism destinations is becoming increasingly more aggressive. However, over and above the convenience of the location, the brand's widespread awareness and the quality of the property development, in particular the offer of complementary facilities (restaurants, golf, SPA and other leisure activities), are
important competitive advantages in this sector. e. The possibility of the occurrence of risks to public health in the restaurant and health club activities and of accidents that may put at risk the safety and health of customers at the respective premises, may result in Sonae Capital subsidiaries being held liable for damages, which could have an adverse effect on the Company's earnings and financial position. However, any possible risks for the restaurant and other businesses, arising from situations that could lead to public health risks are minimized by the implementation of a rigorous quality control and food safety system for processes and products, which is regularly audited by external companies with a view to continuous improvement. In this respect, Sonae capital subsidiaries uses tools such as HACCP (Hazard Analysis and Critical Control Points) defined in the "Codex Alimentarius" – Appendix to CAC/RCP 1-1969, Rev. 4 (2003), undertaking to comply with the requirements specified therein, as well as with prevailing legislation, namely with Regulation (EC) nr. 852/2004 of the European Parliament and Council of 29 April 2004, relating to food hygiene.
53.3.3 FITNESS a. In the leisure sector, namely in the Fitness segment where Sonae Capital Group operates through Solinca Health & Fitness (health clubs), competition is based on the diversity and quality of the services provided and prices policies. The response to increased competition both as a result of the entry of new operators into the market, from their increased size due to mergers and acquisitions, and the decision to try to increase the number of customers/members, could force a reduction in prices charged or the application of promotional discounts. Similarly, leisure activity (health clubs) can be affected by the economy's behavior, notably, through a drop in consumer confidence
and the consequent impact on household disposable income. b. The possibility of the occurrence of risks to public helath in health clubs and of accidents may put at risk the safety and health of costumers at the respective premises may result in Solinca Health & Fitness being held liable for damages, which could have an adverse effect on the companie's earnings and reputation.
Activities related to refrigeration, air conditioning and related maintenance services have specific risks, the majority of which are related to competition from other companies operating in the same markets and to the economic situation. The following major risks
are related to: a. Equipment retail businesses growth being limited by pressure from Spanish rival companies which are beginning to start up business in Portugal;
b. A slowdown in growth and profitability rates in engineering services in the refrigeration and HVAC area, as a result of cuts in capital expenditure by the large food
retailers and in the property sector; Considering the market environment that currently exist in Portugal, as previously mentioned, the development of this business area, is based on the business international growth, therefore developments in the global economy, specific risks from targeted countries and the ability to conquer new markets may have an impact on the activity performance of this business.
53.3.5 ENERGY PRODUCTION The area of Energy carries out its activity mainly in the development and management of cogeneration projects. Although this form of electric power production is a more efficient alternative and "environmental friendly", it nonetheless entails certain risks that could have an impact on the earnings of the companies concerned:
a. Cogeneration is a form of rationalizing the consumption of energy, given that the production of electric energy based on the energy released at the moment of combustion, is synonymous with the most efficient use of fuel (natural gas in the case of projects of Sonae Capital). A cogeneration power plant uses less fuel compared to that used in separate production of the same quantities of thermal and electric power. Related risks concern the award of CO2 emission licenses. The scheme for greenhouse gas emission allowance trading within the Community (ETS), introduced for the period starting 2013, significant changes in allocation plans for CO2 emission allowances, being the total quantity of emission allowances determined at a Community level and allocated by auction. Allocation of free emission allowances is marginaly performed using Community bechmarks. The free allocation of allowances follows a downward trend for the next years aiming to its termination in2027. The cogeneration units that are under this legislation (terminal nominal power above 20MW) will have an increasing need to obtain those CO2 emission allowances on the trading market, therefore being exposed
to prices fluctuations. b. Cogeneration has predefined tariffs defined by the Portuguese State, has a way to encouraging the production of this alternative form of electric power generation, more efficient and less polluting. Therefore the risks relating to the selling price of energy are presently minimized. In cogeneration projects, thermal energy is sold for industrial use, with the relevant price indexed to the price of fuel. Electric power is sold at the price defined by the Portuguese State for a protracted period of time. However, profitability rates are dependent on the short, medium and long term stability of regulation and policies that supports energetic efficiency. In the current economic environment Portugal is in, with the restrictive measures still in force, barriers to the development of new projects can be added. The introduction of austerity measures within the carry out of the economic austerity programme signed with European Union, European Central Bank and the International Monetary fund may bring additional
barriers to the development of new projects; c. The production of energy in cogeneration facilities is subjected to supervision by the Directorate-General for Geology and Energy (DGGE) and by the Energy Services Regulator (ERSE) - the entities responsible for regulating the electricity sector in Portugal, and to the compliance with specific legislation dealing with this sector. Any alteration to this wide ranging legal regime applicable to the sector could imply major risks for this business activity.
a. Norscut, a Company in which Sonae Capital holds a 36% stake through its affiliated Company, Contacto Concessões, SGPA, SA, holds the concession for the operation and maintenance under the shadow toll regime (portagem sem cobrança aos utilizadores - SCUT) of the A24 motorway and associated roads (motorway which links Viseu to the Chaves border). The other shareholders of Norscut are Eiffage ands its affiliated companies (current stake of 36%), CNCE, SA (15% stake) and Egis Projects a French group Egis Company (10%).The concession is operated under a contract signed with the State on 30 December 2000 for a period of 30 years, starting 2001. Any breach of the contract's conditions could entail major risks for Norscut's activity and its operating performance. This contract may be changed as a result of ongoing negotiations endorsed by the Portuguese government, regarding changes in the operating model, but no final conclusions have been reached. These potential contractual changes to be established may have a significant impact in Norscut's activity. Accordingly to the relevant concession agreement, all the assets directly related to Norscut activity will revert in favour of the Portuguese State at the end of the concession contract (30
December 2030), without any compensation. b. Additionaly, Sonae Capital Group, as at 31 December 2014, holds an investment in an investment fund (Fundo Fechado Imosede II), representative of 22.57% of this
investmenf fund. The strategic guideline for this asset is its divestment, depending on the occurrence of a proposal considered as suitable. The termination of this investment fund occurs in 2016 unless if extended under the terms set down by law. If at the investment fund termination date Sonae Capital still holds any unit in this investment fund its value
maybe lower than the one registed in Sonae Capital accounts. c. Still in the Other Asset framework, Sonae Capital Group has a diversified group of real estate assets. The sale of these assets, at an acceptable proposal is the Group's strategic guideline aim. However, this goal achievement is not certaintl. This real estate portfolio (excluding Resorts) includes a diversified group of assets with different licensing and construction stages, including land plots with or without construction viability, residential units, construction projects, offices, industrial premises and commercial areas with a widespread geographical dispersion. As at 30 Setptember 2014, the date of the most recent appraisal by an independent specialised entity Cushman & Wakefield of Sonae Capital real estate portfolio, these assets evaluation stood at 180.1 M.€. As at 31
December 2014, the Capital Employed in this set of assets stood at 123.5 M.€. Sonae Capital Group holds a wide range of business in several areas and therefore is exposed to diferent economic cycles, as tourism activity, hospitality, fitness, energy, refrigeration and HVAC and financial and real estate assets. Some of these markets are in addition very competitive through national and international companies, therefore Sonae Capital affiliate companies are exposed to intensive competition. The ability of Sonae Capital affiliates to establish an adequate market position in the areas they operate may have a significant impact in Sonae Capital business or in their operating
management process As a structured and disciplined approach that aligns strategy, processes, people, technology and knowledge, Risk Management is integrated throughout the planning process of Sonae Capital, aiming at identifying, assess and managing the opportunities and threats that the business of Sonae Capital face in pursuing their goals of creating
value. The management and monitoring by Sonae Capital of its main risks is completed
through several approaches and agents, among which are: Policies and procedures of internal control set at both corporate and business levels,
The Internal Audit team regularly carries out audit assignments with the objective of
complying at all times with implemented policies and procedures. Risk management process, relying on an uniform and systematic methodology based on the international model of Enterprise Risk Management – Integrated Framework of COSO (The Committee of Sponsoring Organizations of the Treadway Commission), which includes, amongst others, the following:
Development of risk management's plan of actions and integration into the planning and management processes of each business unit and functions;
This process consists of the following: i. Within the Strategic planning, are identified and assessed risks to the portfolio of existing business and the development of new business and relevant projects,
systems. Sonae Capital encourages continuous education and the adoption of best international methodologies and practices in Risk Management and Internal Audit. To that end, the Group supports attendance to training and knowledge update programmes, which include the international professional certification in Internal Audit promoted by the IIA – The Institute of Internal Auditors – the Certified Internal Auditor (CIA). The Internal Audit team members are Certified Internal Auditors.
External Audit evaluates and reports the risks of reliability and integrity of accounting and financial information, thereby validating the internal control system set up for that purpose at Sonae Capital and that materialize in the clear distinction between producers and users of such information and by performing several validation procedures
throughout the process of its production and disclosure. The Board of Audit and Finance Committee analyzes the risks of the Company, the models and the mechanisms adopted by the Executive Committee, assessing the suitability of these and propose to the Board possible needs for amendment of the Company's risk management policy.
implemented by the Company regarding the financial disclosure process The existence of an effective internal control environment, particularly in the financial reporting process, is a commitment of the Board of Directors of the Company, seeking to identify and improve the most important processes for the preparation and disclosure of financial information, with the objectives of transparency, consistency, simplicity, reliability and relevance. The purpose of the internal control system is to ensure a reasonable assurance regarding the preparation of financial statements in accordance
with accounting principles, and the quality of financial reporting. The reliability and integrity of accounting and financial information is guaranteed either by the clear distinction between producers and users, and the performing of several
validation procedures throughout the process of its production and disclosure. The internal control system with respect to accounting and preparation and
reasonable assurance, in the annual audit, and a moderate assurance, in the half year limited review, that financial statements are free from material misstatement. Such examination includes verifying, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. Significant estimates and judgments made by management in their preparation are also assessed. Verification is also made of whether the accounting policies are appropriate, are
timing and simultaneous disclosure to the entire market. Among the causes of risk that may materially affect the accounting and financial
as loans granted and obtained, made at market prices. More specific information about how these and other risks were mitigated is available in the appendix to the financial statements.
information provided by these services and elements for contact Sonae Capital, SGPS, SA, via its Investor Relations Office maintains constant contact with investors and analysts by providing up to date information. In addition, on request, it provides clarification of relevant facts about the Company's activities, as already
disclosed under the terms of law. The objective of the Investor Relations Office of Sonae Capital, SGPS, SA is to ensure adequate relations with shareholders, investors, analysts, as well as with financial markets, particularly, with Euronext Lisbon and with the Portuguese Securities Market
Commission (CMVM). The Investor Relations Office of Sonae Capital, SGPS, SA, supplies, whenever necessary, all relevant information related to material events and answers queries from shareholders, investors, analysts and general public about financial indicators and different business areas' information available to the public.
In strict compliance with law and regulations, the Company informs expeditiously its shareholders and the capital markets in general of all relevant facts concerning its activities, avoiding delays between their occurrence and disclosure, in order to allow
reasonal judgment about the evolution of the Company activity. Information is made publicly available through the Information Disclosure System of the Portuguese Securities Market Commission (www.cmvm.pt) and on the Company's own website (www.sonaecapital.pt).
The Investor Relations Office can be contacted by: Telephone: +351 22 010 79 03; Fax: +351 22 010 79 35; e-mail: [email protected]; Address: Lugar do Espido, Via Norte, Apartado 3053, 4471-909 Maia. The Investor Relations Officer is Nuno Parreiro, who can be contacted using the above numbers and address.
57. Legal Representative for Capital Market Relations The Legal Representative for Capital Market Relations is Anabela Nogueira Matos (Telephone: +351 22 010 79 25; Fax: +351 22 010 79 35; e-mail: [email protected]).
year or outstanding from previous years The Investor Relations Office received in 2014 a regular number of information requests
taking into account the size of the Company in the capital market. Sonae Capital, SGPS, SA, through its Investor Relations Office maintains constant contact with investors and analysts by providing up to date information. In addition, on request, it provides clarification of relevant facts about the Company's activities, as already disclosed under the terms of law. All information requests are analysed and answered in the shortest possible by email, letter, or phone, as deemed most appropriate.
59. Address The Company has a website for disclosure of information. Its address is: http://www.sonaecapital.pt.
Specific information can be found at the following website: http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=712&exmenuid= 683
Specific information can be found at the following website:
http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=712&exmenuid=7 11
http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=763&exmenuid=
Specific information can be found at the following website: http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=762&exmenuid=
http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=715&exmenuid=7
corporate events
Specific information can be found at the following website: http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=738&exmenuid=
information
Specific information can be found at the following website: http://www.sonaecapital.pt/PresentationLayer/conteudo.aspx?menuid=794&exmenuid=
results, with reference to the previous 3 years
Specific information can be found at the following website: http://www.sonaecapital.pt/PresentationLayer/conteudostextoslistagem.aspx?menuid= 742&exmenuid=689
executive committee members and managers of the Company Based on the remuneration and compensation policy approved by the shareholders in the General Meeting, Sonae Capital's Remunerations Committee is responsible for the approval of remuneration and other compensations of the Board of Directors, Fiscal Board and members of the Board of the Shareholders' General Meeting.
Regarding the remuneration of Executive directors, the Nomination and Remunerations Committee liaises with the Shareholders' Remuneration Committee, contributing with proposals before a decision is made.
other independent commission hired to support the committee The Board of Directors appointed the members of the Board Nomination and Remuneration Committee (BNRC). The BNRC is composed of Belmiro Mendes de Azevedo (Chairman of the Board of Directors) and Francisco de La Fuente Sánchez (Non-Executive Independent Director), for the 2013-2014 term.
The Board Nomination and Remuneration Committee is composed by Non-Executive
Members and support the Remuneration Committee on its duties. The members of the Remuneration Committee are independent of the board of
directors, with the explanation contained in the following paragraph. Belmiro Mendes de Azevedo, Chairman and Non-executive member of the Board of Directors, is member of the Shareholders' Remuneration Committee, as a representative
of Efanor Investimentos, SGPS, SA (majority shareholder of Sonae Capital), acting as a the shareholder's representative in the Remuneration Committee. To ensure the independence during the performance of his duties, this member does not take part in the discussion nor votes on any decision from which a conflict of interest may arise.
Shareholders' Remuneration Committee The experience and professional qualifications of the members of the Shareholders' Remuneration Committee is included in the appendix to this report and allows them to carry out their duties in a rigorous and competent manner.
69. Remuneration policy and performance assessment The remuneration of members of the statutory bodies of the Company is determined by the Shareholders' General Meeting. The Shareholders' General Meeting fulfilled in 17 March 2014 has appointed the current Shareholders' Remuneration Committee to set and propose the compensation and performance assessment policies and respective
guidelines, pursuant to Article 2 of Law No. 28/2009 of 19th June. The proposals for the remuneration of members of statutory bodies are formulated,
directors. The remuneration policy for board members and executives of Sonae Capital, SGPS, SA in the current reporting period is available in Annex to this Report
about how the Company assesses and discourages excessive risk assumption The proposals regarding remuneration and other compensations of the Executive Directors are prepared considering i) market benchmarks, ii) other internal comparisons and iii) individual assessment of each executive director, based on the performance against predefined objectives. Under the approved policy, the compensation package should promote the alignment between the management team and the interests of shareholders, with the variable component being dependent on both individual and Company's performance and, preventing behaviours which may lead to excessive risk assumption. This objective is also ensured by setting a maximum limit to each Key
Performance Indicator (KPI). The structure of remuneration as set out, and the deferral of at least half the value corresponding to the variable remuneration dependent on fluctuations in the share price, guarantees, in the opinion of the Company, the alignment of the interests of Executive Directors with those of all shareholders. This approach promotes management orientation towards long term interests of the Company and the adoption of risk weighting approaches.
component As described before in point 69, remuneration and compensation policy for Executive Directors (ED) may include (i) a fixed remuneration, including a Base Salary and an
annual responsibility allowance (ii) a variable remuneration, paid in the first half of the following year to which it relates and conditional to the fulfilment of the objectives set in the previous year, divided in two components, (a) a Short Term Variable Bonus, payable immediately after the granting date, and b) a Medium Term Variable Bonus, which will be
payable on the third anniversary of the granting date.
period of deferral As described before, at least 50% of variable remuneration is deffered for a three year period. The payment is carried out according to the following paragraph.
maintenance of these shares by Executive Directors According to the plan approved by the Shareholders' General Meeting, eligible members are granted the right to acquire, at nil cost, a number of shares corresponding to the division between the amount of the medium term variable bonus granted and the lower of the following closing share prices, in the Portuguese stock market: i) closing share price of the first business day after the Shareholders' General Meeting, or ii) the average closing share price of the thirty-day period of trading prior to the Shareholders' General
Meeting. If dividends are distributed, changes in the nominal value of shares or in the share capital of the Company occur or any other change in equity with impact in the economic value of attributed rights, after the granting date and before its exercise, the amount converted in shares will be adjusted to an equivalent figure considering the effect of the mentioned changes.
To ensure effectiveness and transparency of objectives of the Remuneration and
Company The Company did not establish any variable remuneration in options.
other non-cash benefits Main parameters and reasoning about variable remuneration are detailed at the remuneration policy approved in March 2014 General Meeting and is available at:
http://www.sonaecapital.pt/.
for the Administrators The Company does not have any complementary pension or early retirement schemes for Directors.
different components that gave rise During 2014, members of the Board of Directors of Sonae Capital, SGPS, SA were paid the following remuneration and other compensation:
| Name | Fixed Remuneration |
Performance Bonus Paid |
Deffered Performance |
Total |
|---|---|---|---|---|
| Bonus Paid | ||||
| Board of Directors in office | ||||
| Maria Cláudia Teixeira de Azevedo |
116,958 | 32,730 | 0 | 149,688 |
| Álvaro Carmona e Costa Portela | 72,300 | 0 | 0 | 72,300 |
| Ivone Pinho Teixeira | 129,294 | 13,366 | 0 | 142,660 |
| Subtotal Executive Directors | 318,551 | 46,096 | 0 | 364,647 |
| Belmiro Mendes de Azevedo | 212,300 | 0 | 110,250 | 322,550 |
| Francisco de La Fuente Sánchez | 37,300 | 0 | 0 | 37,300 |
| Paulo José Jubilado Soares de | 19,800 | 0 | 0 | 19,800 |
| Pinho Subtotal Non Executive |
269,400 | 0 | 110,250 | 379,650 |
| Directors Total |
587,951 | 46,096 | 110,250 | 744,297 |
No other values than those described above, were paid to any the board members by other companies in a control or group domain.
the reasons why such bonuses and / or profit sharing were granted Amounts were paid as described above – point 77, and were granted based on the degree of achievement of objectives, on account of achievement of pre-established objectives, according to the remuneration and compensation policy approved by the Shareholders' General Meeting of March 17, 2014.
termination of their duties during the year The Company neither paid nor has due compensations to any former executive director.
the members of the Fiscal Board of the Company During 2014, members of the Fiscal Board of Sonae Capital, SGPS, SA were paid the following fixed remuneration (no other remuneration was paid):
| Values in Euro | |
|---|---|
| Name | Fixed Remuneration |
| Manuel Heleno Sismeiro Armando Luís Vieira de Magalhães Jorge Manuel Felizes Morgado Total |
7,800 6,300 6,300 20,400 |
Remuneration paid to Statutory Auditor was previously described in item 47.
The fixed remuneration of the Chairman of the Shareholders' General Meeting was of
Managers and its relationship with the variable remuneration component The appropriate legal instruments shall be established so that in the event of a Director's dismissal without due cause, the envisaged compensation shall be paid. It can be negotiated a different value if it is considered as reasonable for both parties.
Members of the Board of Directors receive no additional compensation, applying the same criteria as all employees. There are not yet any individual contracts with administrators to define the methodology of calculation of any compensation. Moreover, Sonae Capital never assigned or assigns any compensation plans in the event of dismissal or termination of service by inadequate performance.
There are no individual agreements with any of the directors in order to establish a calculation method for any potential compensation to be paid in the event of unfair
dismissal or termination of the employment relationship, following a change in Company control. Moreover, Sonae Capital has never assigned or plans to assign any
85. Identification of the plan and recipients The current plan was approved by the Shareholders' General Meeting as at 17 March 2014, under proposal of the Remuneration Committee in establishment of article 2 of the Law 29/2009 of 19 June and the Recommendation II.1.5.4 CMVM (2010), currently Recommendation II.3.4 CMVM (2014), and can be found at www.sonaecapital.pt (General
Meeting section). The MTVR is one of the components of remuneration policy, integrating the share of the variable remuneration of executive directors whose payment is deferred in time. Under the approved plan, are eligible for the allocation of the MTVR executive directors of Sonae Capital Group. The Board of Directors may also extend the MTVR to employees whom, by this policy, the Plan is applicable.
| Eligible members | Value of reference of the variable medium term remuneration component (% of total variable remuneration objective) |
|---|---|
| Sonae Capital Executive Directors | At least 50% |
Employees
Business Executive Directors At least 50% Terms to be set up by the Board of each Company
and/or exercise of options) The MTVR is set annually for three years periods. From the beginning of the third
consecutive plan overlapping three-year plans will occur at every moment. The MTVR is valued at the date of attributing at a representative price of the share price considering the effect corresponding to the closing of the first business day following the General Meeting or the average price more favourable value (considering for the purpose of determining the average price, the closing price in the 30 trading days prior
to the date of the General Meeting). To the members covered by the Plan is assigned the right to purchase a number of shares determined by dividing the value of the variable remuneration awarded and medium-term share price at the grant date calculated in accordance with the preceding
paragraph, such right may be exercised after three years of the grant. The executive directors covered by the plan, acquire the shares without payment of compensation. Other employees who have been assigned that right can acquire shares under the conditions established by the Board of each Company.
If dividends are distributed, changes in the nominal value of shares or in the share capital of the Company occur or any other change in equity with impact in the economic value of attributed rights, after the granting date and before its exercise, the amount converted in shares will be adjusted to an equivalent figure considering the effect of the
mentioned changes. On the vesting date, the Company reserves the right to settle in cash, equivalent to the marketvalue of shares. The right to exercise is dependent on the maintenance of a contractual link between the Director and the Company three years after the grant date.
The right to purchase the shares allocated by MTVB matures expired three years after
being granted. The exercise of the right to acquire the shares granted at the end of the Plan expires if occurs the termination of the bond between the member and the Company without
prejudice in the following paragraphs. The right will remain in force if permanent disability or death of the member, in which
case, the payment to own or the inheritors at the date of the respective maturity. In case of retirement of the member, which was granted the right, it may be exercised on
its expiration date. The plans of the MTVR of the executive members of the Board of Directors and Executive Directors of the Company active in 2014 can be summarized as follows:
| Year | Vesting Year |
Number of Participants1 |
# shares granted |
Share Price |
Granting Date Value |
Share Price |
31.12.2014 Value |
|---|---|---|---|---|---|---|---|
| 2012 | 2015 | 3 | 770,316 | 0.19 € | 146,360 € | 0.261 € | 201,052 € |
| 2013 2014 |
2016 2017 |
3 2 |
818,428 177,860 |
0.18 € 0.50 € |
147,317 € 88,930 € |
0.261 € 0.261 € |
213,610 € 46,421 € |
| Total | 1,766,604 | 382,607 € | 461,084 € |
Under the approved remuneration policy, the Executive Directors may not alienate in the financial year and up to the term of office for which they were appointed the allotted Company´s shares through the allocation of the variable remuneration, up to a limit of twice the amount of total annual remuneration, other than those that must be sold to withstand tax payments on the gains of said shares.
beneficiaries are Company employees During 2014, the Company did not approve any plan to attribute share options.
88. Control mechanisms in any system of employee participation in the capital There are any control mechanisms to control employee participation in the capital.
from IAS 24) The Company defines the execution of transactions with related parties by principles of stringency, transparency and strict compliance with the competitive market rules. Such transactions are subjected to specific administrative procedures arising from regulatory constraints, including those relating to transfer pricing rules, or voluntary adoption of internal systems of checks and balances, in particular reporting processes or formal validation, depending on the value of transaction at issue. Transactions with holders of qualifying holdings or entities in any relation under Article 20 of the Portuguese Securities Code are formally submitted to the prior opinion of the Board of Finance and Audit Committee if the amount is materially significant. Granting
In 2010, the Fiscal Board approved the regulation regarding transactions between the Company and qualified shareholders (under the terms of the Securities Code, article 16 and 20) and its related parties (definition of the Securities Code, article 20 paragraph 1), which defines the applicable transactions values from which the Executive Board must
notify the Board of Audit and Finance Committee and the Fiscal Board. Under these rules, and jointly with the transaction notification, the Executive Board shall submit the procedures addopted to the BAFC and the Fiscal Board to ensure that the transaction is executed at regular market conditions and is free from any potential conflicts of interest. Consequently, the Fiscal Board shall issue its opinion on those
year Business dealings or transactions with members of the Board of Directors or holders of qualified shareholdings, are part of the day to day activity of Sonae Capital affiliated companies and made on an arm's length basis. The amounts involved, essentially from
rents charged, are not material.
There were no business dealings with Fiscal Board members. Transactions with the Statutory Auditor were solely those related to his official duties,
and the fees paid are described in section 47. of the current report. Transactions with holding companies, affiliates or group companies were not material and were made on an arm's length basis as part of the normal business activity of the Company and, as such, do not require further disclosure.
with them, under Article 20. of the CVM Criteria and procedures defined in paragraph 89. above.
transactions with subsidiaries can be found (in accordance of IAS 24) Specific information can be found at the Company's website (www.sonaecapital.pt) (Tab: Investors, Section: Corporate Governance/Report and Accounts).
1. Identification of adopted Corporate Governance Code The Corporate Governance Report provides a description of the Corporate Governance structure and practices followed by the Company under the terms of article 245-A of the Portuguese Securities Code and information duties required by CMVM Relation no. 4/2014, of 1 August. The Report additionally discloses, in light with the principle of comply or explain, the terms of compliance by the Company with the CMVM
Recommendations contained in the CMVM Corporate Governance Code (2014). This section should be read together with and as a complement to the 2014 Management Report and Individual and Consolidated Accounts.
The information requirements of article 3 of Law no. 28/2009, of 19 June, articles 447 and 448 of the Portuguese Companies Act, article 245-A of the Portuguese Securities
Code and CMVM Regulation no. 5/2008 has been fulfilled. The Company has adopted the Corporate Governance Code issued by the CMVM in July
2. Analysis of compliance with the adopted Corporate Governance Code Sonae Capital has been promoting the implementation and adoption of best practices of corporate governance, basing its policy for high standards of conduct of ethics and
social responsibility. It is an objective the Board of Directors to implement an integrated and effective management of the Group, which allows the creation of value by the Company, promoting and ensuring the legitimate interests of shareholders, employees and stakeholders, always bringing transparency in the relationship with investors and the
market. Therefore, taking into account the forty recommendations contained in the new Corporate Governance Code 2013 CMVM, thirty-five were adopted in full by the Company and five were not applicable for the reasons set out below. The degree of
adoption of the recommendations is complete and thorough. Pursuant to and for the purposes of that laid down in paragraph o) of no. 1 of Article 245-A of the Securities Code, the recommendations included in the CMVM's Corporate
I.1 Companies should encourage their shareholders to participate and vote in general meetings, in particular by not setting an excessively high number of shares required to be entitled to one vote and implementing essential means to the exercise of voting rights by electronic means.
RECOMMENDATION FULLY ADOPTED - CHAPTER 12 OF THIS REPORT The Company encourages its shareholders to participate in general meetings, in particular by assigning to each share one vote, not limiting the number of votes that may be held or exercised by each shareholder and making available to shareholders the
means necessary to exercise voting by correspondence (postal vote) or electronically. Additionally, the Company publishes on its website, from the date of notice of each General Meeting, standard documents to facilitate access to information necessary for issuing the notifications required by shareholders to ensure their presence at the meeting, and also provides an e-mail address to clarify all doubts and for the reception of all communications to participate in the General Meeting.
I.2 Companies should not adopt mechanisms that hinder the passing of resolutions by shareholders, including setting a deliberative quorum greater than foreseen in the law.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 12, 13 AND 14 OF THIS REPORT The Company's Articles of Association do not establish deliberative quorum greater than the legally prescribed.
I.3 Companies shall not establish mechanisms, which therefore cause the mismatch between the right to receive dividends or subscription of new securities and the voting rights of each ordinary share, unless duly justified according to the long-term interests of shareholders.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 12 AND 13 OF THIS REPORT Any mechanism of this nature is established.
I.4 Corporate Articles of Association that provide a limitation to the number of votes that may be held or exercised by a single shareholder, individually or in agreement with other shareholders, shall also establish that, at least every five years, the maintenance of such articles shall be subject to a resolution at the Shareholders' General Meeting – with no requirements for an aggravated quorum as compared to the legal one – and that upon such resolution all votes cast shall be counted without the operation of such limitation.
RECOMMENDATION NOT APPLICABLE The Company's Articles of Association do not establish any limitation on the number of votes that may be issued by a shareholder.
I.5 Measures that have the effect of requiring payments or assumption of charge by the Company in the case of change of control or composition of the Board of Directors, thus hindering the shares' free transferability and shareholders' free evaluation of the
performance of members of the Board of Directors, shall not be adopted.
The Company does not adopt, unilaterally, policies that by default may have any restrictions listed in this recommendation. The contracts concluded by the Company reflect the defence of their social interest in order to achieve business sustainability in the long term within market conditions framework.
II.1.1 Within the limits established by law, and unless the Company is of a reduced size, the Board of Directors shall delegate the daily management of the Company and the delegated duties should be identified in the Annual Corporate Governance Report.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 28 AND 29 OF THIS REPORT
The Board of Directors has delegated the daily management of the Company to the
II.1.2 The Board of Directors shall ensure that the activity of the Company is in accordance with its ends, and should not delegate its duties, namely in what concerns: i) definition of the Company's strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions made that must be considered strategic due to the amounts, risk and particular characteristics involved.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 21 OF THIS REPORT
The powers not delegated by the Board of Directors comply with the rules contained in
II.1.3 The General Supervisory Board, in addition to the exercise of supervisory powers that are entrusted to them, must assume full responsibility at corporate governance level. So by the statutory provision or by equivalent means, should be given the obligation to this body to decide on the strategy and major policies of the Company, the definition of the corporate structure of the group and the decisions that must be considered strategic due to the amounts or risk. This body should also assess compliance with the strategic plan and
RECOMMENDATION NOT APPLICABLE The adopted Corporate Governance model does not include the General Supervisory
II.1.4 Unless the Company is of a reduced size and depending on the adopted model, the Board of Directors and the General and Supervisory Board, shall set up the necessary Committees in order to: i) ensure that a competent and independent assessment of the Executive Directors' performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; ii) study the adopted governance system and verify its efficiency and propose to the competent bodies, measures to be
carried out with a view to its improvement.
The Board of Directors has appointed two specialized committees composed of nonexecutive members, for the purpose of assisting and enhancing the quality of its work. The Board Audit and Finance Committee and the Board of Nomination and Remuneration Committee are in place.
II.1.5 The Board of Directors or the General and Supervisory Board, depending on the model adopted, should set goals in terms of risk-taking and create systems for their control in
order to ensure that the risks actually incurred are consistent with those goals.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 29 AND 51 OF THIS REPORT The Board of Directors has established internal risk control systems with appropriate components.
II.1.6 The Board of Directors shall include a sufficient number of non-executive directors whose role is to ensure an actual ability to audit, supervise and assess the activity of its
executive members.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 18 AND 29 OF THIS REPORT The Board of Directors consists of a total of six members, three of whom are non-
II.1.7 The Non-Executive Members shall include an appropriated number of independent members, taking into account the adopted governance model, the size of the Company and its shareholder structure and the respective free float.
The independence of the members of the General and Supervisory Board and members of the Audit Committee is assessed in accordance with applicable law, and as to the other members of the Board are considered independent the person who is not associated with any group of specific interests on the Company, nor under any circumstance likely to affect their unbiased analysis or decision, particularly in relation to:
a. Have been an employee of the Company or with which it is found in a control or group situation in the past three years;
b. Have provided services or established significant business relationship with the Company or with which it is found in a control or group, either directly or as a partner,
director, manager or agent, in the past three years; c. Being in favour of compensation paid by Company or by a Company with which it is found in a control or group relation, in addition to the remuneration resulting from the
exercise of the duties of a director; d. Living in consensual union, or be a spouse, relative or other kind of relation directly to the 3rd degree, even in the collateral line, of Directors or individuals directly or indirectly
qualifying shareholders; e. Be qualified shareholder or a representative of a qualified shareholder.
RECOMMENDATION FULLY ADOPTED - CHAPTER 18 OF THIS REPORT The Board of Directors is composed of two independent non-executive directors who meet the independence criteria set out in this recommendation.
II.1.8 When Directors that perform executive functions are requested by other Governing Bodies to provide information, the former shall do so in a timely manner and the information provided must be adequate to the request made.
RECOMMENDATION FULLY ADOPTED - CHAPTER 29 OF THIS REPORT The Executive Committee provides in a timely manner to the Board of Directors the contents of all the resolutions it has adopted during the year. The executive members provide to non-executive members, as well as to the other Governing Bodies, all explanations necessary for the exercise of their powers, either at members´ request or
II.1.9 The Chairman of the Board of executive directors or Executive Committee shall send, as applicable, to the Chairman of the Board of Directors, the Chairman of the Fiscal Board, the Chairman of the Audit Committee, the Chairman of the General and Supervisory Board and the Chairman of the Commission for Financial Affairs, the convening notices and
minutes of its meetings.
RECOMMENDATION FULLY ADOPTED - CHAPTER 29 OF THIS REPORT The Chief Executive Officer provided to the Chairman of the Board of Directors and Chairman of the Fiscal Board all the information regarding the meetings held.
II.1.10 If the Chairman of the Board of Directors has an executive role, this body shall appoint, amongst its members, an independent trustee to ensure the coordination of the work of other non-executive members and they make decisions in an independent and informed manner or find an equivalent mechanism to ensure such coordination.
RECOMMENDATION NOT APPLICABLE The Chairman of the Board of Directors does not perform executive functions.
II.2.1 The Chairman of the Fiscal Board, the Audit Committee or the Committee for Financial Affairs (as the applicable model) shall be independent, according to the applicable legal standard, and have adequate skills to carry out his duties.
RECOMMENDATION FULLY ADOPTED - CHAPTER 32 AND APPENDIX OF THIS REPORT
The Chairman of the Fiscal Board, as all the others board members, are independent according to the criteria set out in nr. 5 of article 414 of the Portuguese Companies Act
II.2.2 The Supervisory Board should be the main interlocutor of the external auditor and the first recipient of their respective reports, and also responsible for propose the respective remuneration and to ensure that are provided the appropriate conditions for the provision
RECOMMENDATION FULLY ADOPTED - CHAPTER 38 OF THIS REPORT The Fiscal Board is responsible for the supervision of the Statutory External Auditor activity and independence, interacting directly with him the terms of their competencies and performance standards contained in Regulation of the Fiscal Board, and receive and approve their reports. The Company believes that the fact that the Statutory External Auditor simultaneously sends reports to the Board of Directors does not threaten compliance with this recommendation.
II.2.3 The Supervisory Board shall assess the Statutory External Auditor on an annual basis and propose the removal of the same or the termination of the contract for the provision of
their services whenever justifiable grounds are present. RECOMMENDATION FULLY ADOPTED – CHAPTER 28 OF THIS REPORT, ANNUAL
REPORT AND FISCAL BOARD REPORT The Fiscal Board annually assesses the External Auditor, stating that evaluation on its annual report and opinions, available along with other required accounting documents at www.sonaecapital.pt (Investors tab, General Meeting's section).
II.2.4 The Supervisory Board shall evaluate the internal control and risk management systems and propose adjustments that may be required.
RECOMMENDATION FULLY ADOPTED – CHAPTER 38 OF THIS REPORT The Board of Directors proactively ensures internal control and risk management systems. The Fiscal Board assesses the effectiveness of those systems, proposing necessary measures to optimize it and stating its opinion on the annual report and
II.2.5 The Audit Committee, the General and Supervisory Board and the Fiscal Board shall decide on the work plans and resources allocated to internal audit and to the services that ensure compliance with the rules applicable to the Company (compliance services), and should be addressed to the reports from these services at least when there are concerned matters related to accounting, identification or resolution of conflicts of interest and the detention of potential illegalities.
RECOMMENDATION FULLY ADOPTED – CHAPTER 38 AND 51 OF THIS REPORT The Fiscal Board establishes the action plan with the internal audit, supervises their activities, receives regular reporting on activities undertaken, assesses the results achieved, assesses the existence of irregularities and issues guidelines as are deemed
II.3.1 Members of the Remuneration Committee or similar, shall be independent from the executive members of the Board of Directors and include at least one member with knowledge and experience in matters of remuneration policy.
RECOMMENDATION FULLY ADOPTED – CHAPTER 67 OF THIS REPORT
Belmiro Mendes de Azevedo, Chairman of the Board of Directors and non-executive member of this board, integrates the Remuneration Committee, having been elected to such committee by the General Meeting on the proposal of the majority shareholder, Efanor Investimentos, SGPS, SA. Belmiro de Azevedo represents shareholder interest
and intervenes in this quality and not as Chairman of the Board of Directors. To ensure the independence in the exercise of such functions, this member does not take part in the discussion nor votes on any decision from which a conflict of interest may arise, ensuring with this procedure the conditions of independence in its member's actions and decisions made by this body.
II.3.2 Any individual or legal person which provides or has provided, over the past three years, services to any structure subject to the Board of Directors, or the Board itself or that has current relationship as consultant with the Company shall not be recruited to assist the Remuneration Committee. This recommendation also applies to any individual or legal
person who has an employment contract or provides services.
RECOMMENDATION FULLY ADOPTED - CHAPTER 67 OF THIS REPORT The Board Nomination and Remuneration Committee is entirely composed by nonexecutive directors and supports the Remuneration Committee in carrying out its responsibilities. This activity may be supported by indeoendent and reference consuktants autonomous from the Board of Directors, administrative and supervision
II.3.3 The statement on the remuneration policy of the Board of Directors and Supervisory Board referred to in Article 2 of Law No. 28/2009 of 19 June, shall contain in addition:
a) Identification and clarification of the criteria for determining the remuneration to be paid
to members of governing bodies; b) Information on the maximum potential amount, individually, and the maximum potential amount, aggregated, to be paid to members of governing bodies, and identification of the
circumstances under which these maximum amounts may be payable; c) Information regarding the liability or not of payments for the dismissal or termination of appointment of administrators.
RECOMMENDATION FULLY ADOPTED – CHAPTER 69 AND 80 OF THIS REPORT AS
WELL AS REMUNERATION POLICY APPROVED IN 17 MARCH 2014. A statement on the remuneration policy was presented to the Shareholders' General Meeting on 17 March 2014, which includes the information referred to in this recommendation. Payments for the dismissal or termination of appointment of directors
are not required, subject to the applicable legal provisions. A statement on the remuneration policy is available at www.sonaecapital.pt.
II.3.4 Proposals relative to approval of share attribution plans and/or share acquisition options, or based on share price variations, to Governing Bodies should be submitted to the General Meeting of Shareholders. Proposals should include all necessary elements for
correct plan evaluation.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 85 AND 86 OF THIS REPORT The variable compensation plan for the medium term and its implementation was approved at the Annual General Meeting held on 17 March 2014 and is available at www.sonaecapital.pt.
II.3.5 Proposals relative to approval of any system of retirement benefits established for members of governing bodies must be submitted to the Shareholders' General Meeting. Proposals should include all necessary elements for correct system evaluation.
RECOMMENDATION NOT APPLICABLE The approved remuneration policy does not establish any system of retirement benefits.
III.1 Remuneration of executive members of the Board of Directors shall be based on actual
performance and discourage excessive risk-taking. RECOMMENDATION FULLY ADOPTED - CHAPTER 70 OF THIS REPORT AND
REMUNERATION POLICY APPROVED IN 17 MARCH 2014. The remuneration of the members of the Board of Directors who perform executive functions is based on the performance of those Directors, measured according to predetermined criteria and is built to align their activities with the Company's sustainability and shareholder interests. Excessive risk taking is discouraged.
III.2 The remuneration of non-executive members of the Board of Directors 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. RECOMMENDATION FULLY ADOPTED - CHAPTER 69 OF THIS REPORT AND
REMUNERATION POLICY APPROVED ON 17 MARCH 2014 The remuneration of non-executive members of the Board of Directors consists solely of a fixed amount, without any connection with the Company performance or of its value.
III.3 The variable component of remuneration should be reasonable in relation to the fixed component of remuneration and maximum limits should be set for all components.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 77 AND 78 OF THIS REPORT AND
REMUNERATION POLICY APPROVED ON 17 MARCH 2014 The remuneration policy provides a solid relationship between the fixed and variable component of the remuneration, which is suitable to the Company and group profile. It also sets maximum limits in accordance with the practices of comparable companies. Such measures were considered by shareholders and annually approved on the Shareholder´s General Meeting.
III.4 A significant portion of variable remuneration should be deferred for a period not less than three years, and the right to receive should depend on the positive performance of the Company during that period.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 71, 72 AND 86 OF THIS REPORT In accordance with the remuneration policy approved at the Annual General Meeting held on 17 March 2014, a portion of not less than fifty per cent of variable remuneration is deferred for a period of three years and its value depends on the performance of the Company over that period.
III.5 The members of the Board of Directors shall not enter into contracts with the Company or with third parties, which have the effect of mitigating the risk inherent to the variability of the remuneration established by the Company.
RECOMMENDATION FULLY ADOPTED - CHAPTER 73 OF THIS REPORT AND REMUNERATION POLICY APPROVED ON 17 MARCH 2014
The remuneration policy approved at the Shareholders' General Meeting held on 17 March 2014 addresses the principle defined in this recommendation.
III.6 Until the end of his mandate, executive directors shall hold their Company shares which were allotted by benefit of variable remuneration schemes, up to twice the value of total annual remuneration, except those which need to be sold for to pay taxes on the gains of the same actions.
RECOMMENDATION FULLY ADOPTED - CHAPTER 73 OF THIS REPORT AND
REMUNERATION POLICY APPROVED ON 17 MARCH 2014 The remuneration policy approved at the Shareholders' General Meeting held on 17 March 2014 addresses the principle laid down in this recommendation.
III.7 When the variable remuneration includes stock options, the early exercise period shall be deferred for a period not less than three years
RECOMMENDATION NOT APPLICABLE The approved remuneration policy doesn´t include stock options.
III.8 When the removal of an administrator is not due to serious breach of its duties or their unfitness for the normal exercise of their functions, but still is due a poor performance, the Company should have the appropriate and necessary legal instruments to deal with any
damages or compensation, beyond the legally owed, not required. RECOMMENDATION FULLY ADOPTED - CHAPTER 83 OF THIS REPORT AND
REMUNERATION POLICY APPROVED ON 17 MARCH 2014 The Company fully complies with this recommendation in its policy.
IV.1 The external auditor must, within its responsibilities, verify the implementation of remuneration policies and systems of governing bodies, the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the Company´s
Supervisory Board.
RECOMMENDATION FULLY ADOPTED - CHAPTER 46 OF THIS REPORT The Statutory Auditor pronounced on the activity carried out in its annual audit report, which is subject to approval at the Annual Shareholders´ General Meeting, and is available in www.sonaecapital.pt.
IV.2 The Company or any entities with which it has a controlling relationship with shall not recruit the external auditor for services other than audit services, nor any entities with which takes part or incorporates the same network. If there are reasons for hiring such services - which must be approved by the Supervisory Board and explained in its Annual Corporate Governance Report - they should not exceed 30% of the total value of services
rendered to the Company. RECOMMENDATION ADOPTED WITH CLARIFICATIONS - CHAPTER 46
AND 47 OF THIS REPORT The services provided by the external auditor, other than audit services, were approved by the Fiscal Board within the recommended principles. The percentage of those services in total services provided by PricewaterhouseCoopers & Associados, SROC (PwC) to the Company amounts to 17,7%.
IV.3 Companies shall advocate the rotation of auditors after two or three terms of office in accordance with four or three years respectively. Their extension beyond this period must be based on a specific opinion for the Supervisory Board to formally consider the conditions of auditor independence and the benefits and costs of replacement.
RECOMMENDATION FULLY ADOPTED - CHAPTER 44 OF THIS REPORT The External Auditor and the representative certified public accountant are still in their second mandate in 2014. The periodicity of rotation of the External Auditor shall be assessed in relation to the best practices in corporate governance at the expiry of that term of office.
V.1 Where deals are concluded between the Company and shareholders with qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be carried out in normal market conditions.
RECOMMENDATION FULLY ADOPTED - CHAPTERS 10, 89 AND 90 OF
THIS REPORT Transactions with holding companies, affiliates or group companies are conducted by principles of rigor, transparency and strict compliance with the competitive market rules. Such transactions are subject to specific administrative procedures arising from normative regulation, including those related with transfer pricing rules, or the voluntary adoption of internal checks and balances systems, in particular reporting processes or formal validation, depending on the value of transaction in question.
V.2 The Supervisory Board shall establish the required procedures and criteria to define the relevant significance level of business with holders of qualifying holdings or entities in any relationship situation referred to in no. 1 of article 20 of the Portuguese Securities Code.
Conducting business of significant importance is dependent on prior opinion of this board.
RECOMMENDATION FULLY ADOPTED - CHAPTER 38 OF THIS REPORT The Company has adopted and implemented a formal internal procedure in order to obtain the opinion of the Fiscal Board and the Board of Audit and Finance Commission prior to the conducting of business by Executive Committee with holders of qualifying holdings or entities and related parties (according to the definition of article 20 of the Portuguese Securities Code), when such transactions involve an interest higher than five million euro. All transactions in excess of one million euro are still subject to semi-annual reporting to those two Boards.
VI.1 Companies shall provide, through their website, in Portuguese and English, access to information to enable knowledge about their evolution and current reality in economic,
financial and governance terms.
RECOMMENDATION FULLY ADOPTED All the recommended information is available in Portuguese and English versions on the Company's website – www.sonaecapital.pt.
VI.2 Companies should ensure the existence of an Investor Relations Office and the permanent contact with the market to timely respond to investor requests and a register of
applications submitted and the treatment that was given should be maintained.
RECOMMENDATION FULLY ADOPTED - CHAPTER 56 OF THIS REPORT The Company has an Investor Relations Office that provides to investors and financial community, regular and relevant information, making registration of relevant dialogues in order to optimize the quality of its performance.
3. Other information There is no further information.
Maia, 3 March 2015
Álvaro Carmona e Costa Portela
Paulo José Jubilado Soares de Pinho
Curricula Vitae of the Members of the Governing Bodies and Remuneration Policy
Belmiro Mendes de Azevedo Chairman of the Board of Directors of Sonae Capital, SGPS, SA Age: 77 Nationality: Portuguese
| | |
|---|---|
| Education: | Graduation in Chemical Engineering - Porto University (1964) PMD (Programme for Management Development) - Harvard Business |
| School (1973) |
|
| Financial Management Programme - Stanford University (1985) |
|
| Strategic Management - Wharton University (1987) Global Strategy – University of California (1995) |
|
| Positions held in Group Companies: |
Chairman of the Board of Directors of the following companies: |
| Positions held in | SC, SGPS, SA Chairman of APGEI - Associação Portuguesa de Gestão e Engenharia |
| Other Companies: | Industrial Member of Consulting Council of Faculdade de Economia da Universidade Nova de Lisboa – Business School |
| Founding Member of Instituto Superior de Estudos Empresariais (ISEE), current EGP-UPBS (University of Porto Business School) (1989) |
|
| Member of Consulting Council of IPATIMUP – Instituto de Patologia e Imunologia Molecular da Universidade do Porto (1990) |
|
| Member of WBCSD – Order of Outstanding Contributors to Sustainable Development |
|
| | |
| Member of European Union Hong-Kong Business Cooperation Committee |
|
| Member of INSEAD Portuguese Council (1998 – 2009) Member of International Advisory Board da Allianz AG (2000-2012) |
|
| Member of Regional Advisory Board da London Business School (2001 – |
|
| 2005 |
|
| Member of the Board of COTEC Portugal (2002 – 2009) |
|
| Member of European Round Table of Industrialists (2004 – 2008) Founding member of Founding Council of Forum Manufuture Portugal (2005) |
|
| Member of European Advisory Board da Harvard Business School (Since |
|
| 2005) Chairman of the General Board of EGP-UPBS (2008-2011) |
|
| Main Professional activities in the last |
Since 2012 - Chairman of the Executive Committee of Sonae Indústria, SGPS, SA |
| five years: | |
| Since July 2011 - Chairman of the Board of Directors of EGP-UPBS Since 2005 – Chairman of the Board of Directors of Sonae Indústria, SGPS, |
|
| SA Since 2007 - Chairman of the Board of Directors of Sonae, SGPS, SA |
|
| | ||
|---|---|---|
| | Chairman of the Board of Directors of Sonae Capital SGPS, SA | |
| | Chairman of the Board of Directors of SC, SGPS, SA | |
| | Chairman of the Board of Directors of Alpessego – Sociedade Agrícola, SA Chairman of the Board of Directors of Águas Furtadas – Sociedade |
|
| | Agrícola, SA | |
| | Chairman of the Board of Directors of Casa Agrícola de Ambrães, SA | |
| | Chairman of the Board of Directors of Efanor Investimentos, SGPS, SA Chairman of the Board of Directors of Imoassets – Sociedade Imobiliária, |
|
| | SA Chairman of the Board of Directors of Prosa - Produtos e Serviços |
|
| | Agrícolas, SA | |
| | Single Director of BA - Business Angels, SGPS, SA | |
| Sonae Capital shares: | | 837,000 shares held directly or by relatives 155,667,947 shares held through Efanor Investimentos, SGPS, |
Álvaro Carmona e Costa Portela Executive Director of Sonae Capital, SGPS, SA
Age: 63 Nationality: Portuguese
| Education: | Graduation in Mechanical Engineering – FEUP (1974) |
|---|---|
| Master in Business Administration – MBA (Universidade Nova de Lisboa – |
|
| 1983) |
|
| AMP / ISMP – Harvard Business School - 1997 | |
| Positions held in Group Companies: |
Member of the Board of Directors of the following companies: |
| SC, SGPS, SA |
|
| Sonae Turismo, SGPS, SA |
|
| Sonae Capital, SGPS, SA | |
| Non-Executive Chairman of the Board of Directors of the following companies: |
|
| Contacto Concessões, SGPS, SA |
|
| Ecociclo II - Energias, SA |
|
| Integrum Energia, SA |
|
| Integrum Colombo - Energia, SA |
|
| Integrum Martim Longo - Energia, SA |
|
| Integrum Vale do Caima - Energia, SA |
|
| Integrum Vale do Tejo - Energia, SA |
|
| SC - Eng. Promoção Imobiliária, SA |
|
| Sistavac SGPS, SA |
|
| Sistavac, SA |
|
| Spred SGPS, SA | |
| Positions held in Other Companies: |
Non-Executive Director of the following companies: |
| COPAM – Companhia Portuguesa de Amidos, SA |
|
| Casa Agrícola HMR, SA |
|
| Sonae, SGPS, SA |
|
| Foundation Victor e Graça Carmona e Costa |
|
| Foundation Belmiro de Azevedo |
|
| SPDI-Secure Property Development & Investment plc | |
| Non-Executive Chairman of MAF Properties (EAU) Member of Investment Committee do European Prime Shopping Centre Fund |
|
| (Germany) | |
| Member of Representative Council of da Faculdade de Economia da UP Manager of Portela & Portela, Lda |
|
| Main Professional activities in the last five years: |
|
|---|---|
| 1990-2010 – Chairman of Sonae Sierra SGPS |
|
| 2006-2010 – Non executive Chairman of Sonae Investimentos, SGPS, SA |
|
| 2004-2009 – Trustee of ESCT – European Shopping Centre Trust (UK) 2004-2009 – Member of International Advisory Board of Eurohypo |
|
| (Germany) 2005-2008 – Trustee of International Advisory Board of ICSC – |
|
| International Council of Shopping Centres |
|
| Since 2008 - Fellow do Royal Institute of Chartered Surveyors |
|
| 2010-2014 – Trustee of Urban Land Institute |
|
| Since 2011 – Director of Sonae Capital, SGPS, SA 2011-2014 - Member of Investment Advisory Committee do PanEuropean |
Property Limited Partnership
Maria Cláudia Teixeira de Azevedo
Chief Executive Officer of Sonae Capital, SGPS, SA
Age: 45
Nationality: Portuguese
| Education: | Graduation in Business Administration - Universidade Católica Portuguesa |
|---|---|
| MBA by INSEAD (Fointainebleau) |
|
| Positions held in | CEO of Sonae Capital, SGPS, SA |
| Group Companies: | Chairman of the Board of Directors and CEO of Sonae Turismo, SGPS, SA |
| Chairman of the Board of Directors of Imoareia - Investimentos Turísticos, | |
| SGPS, SA Member of the Board of Directors of SC, SGPS, SA |
|
| Positions held in | Chairman of the Board of Directors of the following companies: |
| Other Companies: | Efanor – Serviços de Apoio à Gestão, SA |
| Digitmarket – Sistemas de Informação, SA |
|
| Imparfin, SGPS, SA |
|
| Linhacom, SGPS, SA |
|
| Lugares Virtuais, SA |
|
| Mairoad – Serviços de Tecnologias de Informação, SA |
|
| Miauger – Organização e Gestão de Leilões Electrónicos, SA |
|
| Saphety Level – Trusted Services, SA |
|
| WeDo Technologies Americas, INC |
|
| WeDo Technologies Panamá, SA | |
| Member of the Board of Directors of the following companies: |
|
| Efanor Investimentos, SGPS, SA |
|
| Fundation Belmiro de Azevedo |
|
| PCJ – Público, Comunicação e Jornalismo, S.A. |
|
| Público Comunicação Social, SA |
|
| Praesidium Services Limited |
|
| Sonaecom, SGPS, SA |
|
| Sonaecom Sistemas de Informação, SGPS, SA |
|
| Sonaecom - Serviços Partilhados, SA |
|
| Cape Tehnologies Limited (Ireland) |
|
| WeDo Consulting, Sistemas de Informação, SA |
|
| WeDo Technologies Australia PTY Limited |
|
| WeDo Technologies (UK) Limited |
|
| Zon Optimus, SGPS, SA |
|
| ZOPT, SGPS, S.A. |
Director of the following Company: Sonaecom – Sistemas de Información España, SL Manager of the following companies: WeDo Poland SP. Z.o.o. WeDo Technologies Egypt WeDo Technologies Mexico, S. De R.L. de C.V Main Professional activities in the last five years: Executive Director of Sonaecom, SGPS, SA Executive Director of Zon Optimus, SGPS, SA Member of the Board of Directors of the following companies: Sonaecom Sistemas de Informação, SGPS, SA Sonae Matrix Multimédia WeDo Consulting, Sistemas de Informação, SA Profimetrics Efanor Investimentos, SGPS, SA
ZOPT, SGPS, SA
Ivone Pinho Teixeira
Age: 42 Nationality: Portuguese
| | |
|---|---|
| Education: | Graduation in Economics – Faculdade de Economia do Porto (1995) |
| Pos-Graduation in Credit Analisys – Instituto Superior de Gestão Bancária (1996) |
|
| Pos-Graduation in International Tax – Universidade Católica (2004) | |
| Positions held in Group Companies: |
Member of the Board / Manager of the following companies: |
| Aqualuz – Turismo e Lazer, SA |
|
| Atlantic Ferries – Tráfego Local, Fluvial e Marítimo, SA |
|
| Bloco Q – Sociedade Imobiliária, SA |
|
| Bloco W – Sociedade Imobiliária, SA |
|
| Casa da Ribeira – Hotelaria e Turismo, SA |
|
| Centro Residencial da Maia – Urbanismo, SA |
|
| Cinclus Imobiliária, SA |
|
| Contacto Concessões, SGPS, SA |
|
| Country Club da Maia – Imobiliária, SA |
|
| Ecociclo II – Energias, SA |
|
| Empreendimentos Imobiliários Quinta da Azenha, SA |
|
| Golfe Time – Golfe e Investimentos Turísticos, SA Imoareia – Investimentos Turísticos, SA |
|
| Imobiliária da Cacela, SA |
|
| | |
| Imoclub – Serviços Imobiliários, SA |
|
| Imodivor – Sociedade Imobiliária, SA Imobeauty, SA |
|
| | |
| Imohotel – Empreendimentos Turísticos, SA |
|
| Imopenínsula – Imobiliária, SA Imoponte – Sociedade Imobiliária, SA |
|
| Imoresort – Sociedade Imobiliária, SA |
|
| Imosedas – Imobiliária e Serviços, SA |
|
| Implantação – Imobiliária, SA |
|
| Marina de Tróia, SA |
|
| Marmagno – Exploração Hoteleira e Imobiliária, SA |
|
| | |
| Martimope - Empreendimentos Turísticos, SA Marvero – Exploração Hoteleira e Imobiliária, SA |
|
| Norscut – Concessionária de Auto-Estradas, SA |
|
| Paulo Jorge Pacheco – Equipamentos de Refrigeração, Unipessoal, Lda |
|
| Porturbe – Edifícios e Urbanizações, SA |
World Trade Centre Porto, SA Main Professional activities in the last five years: Chief Financial Officer, Grupo Sonae Capital – SInce 2012 Head of Corporate Finance, Sonae Capital Group – 2007-2012
Francisco de La Fuente Sánchez Non-Executive Director of Sonae Capital, SGPS, SA Age: 73 Nationality: Portuguese
| Education: | Graduation in Electro technical Engineering - Instituto Superior Técnico (1965) |
|---|---|
| Positions held in Group Companies: |
- |
| Positions held in | Chairman of the Board of the Shareholders' General Meeting of Iberwind – |
| Other Companies: | Desenvolvimento e Projectos, SA Chairman of the Board of the Shareholders' General Meeting of APEDS – |
| Associação Portuguesa de Engenheiros para o Desenvolvimento Social |
|
| Member of the Remuneration Committee of Sonae SGPS and Sonaecom |
|
| Co-option Member of the School Council of Instituto Superior Técnico Non Executive Vice-President of the Board of Directors of EFACEC |
|
| Capital Chairman of AAAIST – Associação de Antigos Alunos do Instituto |
|
| Superior Técnico |
|
| Member of the Patronage of Fundação Hidroeléctrica del Cantábrico |
|
| Member of the Consulting Council of Fórum para a Competitividade |
|
| Honorary Chairman of Hidroeléctrica del Cantábrico, SA |
|
| Member of the Curators Council of Fundação Luso-Brasileira |
|
| Member of Fórum Ibero América |
|
| Member of the Curators Council of Fundação Luso-Espanhola |
|
| Main Professional activities in the last five years: |
2005 - 2009 - President of EDP Foundation Since 2010 - Chairman of the Board of the Shareholders' General Meeting |
| of Iberwind – Desenvolvimento e Projectos, SA Since 2009 - Co-option member of Instituto Superior Técnico School |
|
| Council Since 2005 – Member of Patronage of Fundação Hidroeléctrica del |
|
| Cantábrico Since 2005 – Member of Consulting Council of Fórum para a |
|
| Competitividade Since 2004 - Member of the Curators Council of the Luso-Brazilian |
|
| Foundation |
|
| Since 2003 - Member of the Ibero American Forum Since 2002 - Member of the Curators Council of the Luso-Spanish |
|
| Foundation 2007-2014 - Chairman of the General Council of PROFORUM and Chairman of the National Council of the Electro technical Engineering |
Paulo José Jubilado Soares de Pinho Non-Executive Director of Sonae Capital, SGPS, SA Age: 52 Nationality: Portuguese
| Education: | | Graduation in Economics - Faculdade de Economia da Universidade Nova |
|---|---|---|
| | de Lisboa) MBA - Master in Business Administration - Faculdade de Economia da |
|
| | Universidade Nova de Lisboa (1989) PhD in Banking and Finance - City University Business School, London |
|
| | (1994) | |
| | Negotiation Analysis - Amsterdam Institute of Finance (2005) Advanced Course - European Venture Capital and Private Equity |
|
| | Association (2006) Valuation Guidelines Masterclass - European Venture Capital and Private |
|
| | Equity Association (2007) Private Equity and Venture Capital Programme - Harvard Business School (2007) |
|
| Positions held in Group Companies: |
- | |
| | ||
| Positions held in Other Companies: |
Member of the Board of Directors of Change Partners, SCR, SA Member of the Board of Directors of Biotecnol, SA |
|
| Main Professional | | 2004-2007 - Executive Director and Member of the Board of Directors of |
| activities in the last five years: |
| REN - Redes Eléctricas Nacionais, SA Since 2003 – Chairman of the General Council of Venture Capital Syndication Fund PME-IAPMEI |
| | Since 2005 - Member of the Advisory and Strategic Board of Fundo Fast Change Venture Capital |
|
| | 2007-2008 – Chairman of the Board of Directors of Xis Vending - Serviços | |
| | de Vending, SA | |
| | 2007 – 2010 –Senior Advisor for Iberia of Profit Technologies, EUA | |
| | Since 2007 - Senior Advisor of New Next Moves Consultants, Portugal Since 2007 - Director of Venture Valuation, Switzerland (Representative |
|
| | for Portugal | |
| | Since 2008 - Visiting Professor at Cass Business School, London | |
| | 2007-2012 - Associate Dean of Universidade Nova de Lisboa Associate Professor of Faculty of Economics of Universidade Nova of |
Manuel Heleno Sismeiro Chairman of the Fiscal Board of Sonae Capital, SGPS, SA
| | |
|---|---|
| Education: | Bachelor degree in Accounting - ICL, Lisbon (1964) Graduation in Finance - ISCEF, Lisbon (1971) |
| Positions held in Group Companies: |
- |
| Positions held in Other Companies: |
Member of the Fiscal Board of the following companies: |
| OCP Portugal Produtos Farmacêuticos, SA |
|
| Sonae Indústria, SGPS, SA Chairman of the Board of the Shareholders' General Meeting of Segafredo Zanetti (Portugal), SA |
|
| Main Professional | 1980 - 2008 - Partner of Coopers & Lybrand and of Bernardes, |
| activities in the last five years: |
Sismeiro & Associados Since 2008 - Advisor, namely on matters of internal audit and internal control |
Armando Luís Vieira de Magalhães Member of the Fiscal Board of Sonae Capital, SGPS, SA
| | |
|---|---|
| Education: | Bachelor degree in Accounting, ISCAP (1972) Graduation in Economics - Faculdade de Economia, Porto University |
| (1978) Executive MBA - European Management, IESF/IFG (1996) |
|
| Positions held in Group Companies: |
- |
| Positions held in Other Companies: |
Member of the Fiscal Board of the following companies: |
| Sonaecom, SGPS, SA |
|
| Sonae Indústria, SGPS, SA |
|
| Futebol Clube do Porto - Futebol SAD |
|
| Real Vida Seguros |
|
| Fundação Eça de Queiroz Associação Sénior de Golfe do Norte de Portugal |
|
| Main Professional | 1989 - 2010 - Statutory Auditor and Managing Partner of Santos |
| activities in the last five years: |
Carvalho & Associados, SROC, SA Since 2010 – Statutory Auditor and Partner of Armando Magalhães, Carlos Silva & Associados, SROC, Lda |
Member of the Fiscal Board of Sonae Capital, SGPS, SA
| Education: | Graduation in Management - ISEG, Universidade Técnica de Lisboa |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| | |||||||||
| MBA in Finance - IEDE, Madrid MBA in Management and Information Systems - Faculdade de Economia e Gestão, Universidade Católica |
|||||||||
| Positions held in Group Companies: |
- | ||||||||
| Positions held in Other Companies: |
Member of the Fiscal Board of rhe following Companies: |
||||||||
| Sonae, SGPS, SA |
|||||||||
| Sonae Indústria, SGPS, SA |
|||||||||
| Sonae Sierra, SGPS, SA Manager of Horwath Parsus – Soluções de Gestão, Lda |
|||||||||
| | |||||||||
| Main Professional activities in the last five years: |
Since 2004 - Statutory Auditor Since 2006 -Partner of Econotopia - Consultoria e Gestão, SA |
MTVB is one of the components of Sonae Capital's Remuneration and Compensation Policy. This component is distinct from others due to its restrictive and volunteer nature, with attribution conditional to the eligibility
rules described in this document. MTVB allows participants to share with shareholders value created, through their direct intervention in strategy definition and business management, based on the result of the annual performance evaluation.
MTVB aims to align executive directors' interests with the objectives of the organisation, strengthening their commitment and the perception of the importance of their performance to Sonae Capital's success, reflected in the market capitalisation of the share.
Executive directors of Sonae Capital, SGPS, SA and companies in domain
relationship are eligible for the attribution of the MTVB. In accordance with the remuneration policy approved by the Board of Directors, employees who, through that policy, are entitled to the Plan, are
| also eligible to the attribution of MTVB. Eligible Members |
Reference Value of medium term variable bonus |
|---|---|
| (% of total variable remuneration set as objective) |
|
| Sonae Capital's Executive Directors | At least 50% |
| Businesses' Executive Directors Employees |
At least 50% Terms to be defined by each Company's |
| Board of Directors |
MTVB is set on an annual basis, for a period of three years. From the beginning of the third consecutive plan, in each moment, three plans with three year duration will coexist.
The MTVB is valued at the date of attribution using prices which represent the price of the share, in the Portuguese stock market, considering for this effect the most favourable of the following: closing share price of the first day of trading after the General Meeting of Shareholders or the average closing share price (regarding the thirty-day period of trading prior to the General Meeting of Shareholders).
Members entitled to MTVB have the right to acquire a number of shares corresponding to the division between the amount of MTVB granted and the price of the share at the date of attribution calculated under the terms of the previous paragraph. Such right can be exercised three years after attribution, which will be adjusted, through the deferral period by the completion level of long term KPIs, in order to ensure the continued alignment with the long term business sustainability objectives.
Aiming to ensure a policy that strengthens the alignment of executive directors with the company's long term objectives, the Remuneration Committee can, at its sole discretion, determine an executive director's copayment in the acquisition of shares, which will correspond to a percentage of the share price, up to 5% of its share price at the date of the share transmission.
If dividends are distributed, changes in the nominal value of shares or in the share capital of the company occur or any other change in equity with impact in the economic value of attributed rights, after the granting date and before its exercise, the amount converted in shares will be adjusted to an equivalent figure considering the effect of the mentioned changes.
On the vesting date of the MTVB plan, the company reserves the right to settle in cash, equivalent to the market value as at the date of the respective delivery, instead of shares.
The right to acquire shares granted via MTVB expires three years after its attribution.
The right to exercise acquisition rights of shares granted under MTVB plans expires if the contractual link between the member and the company ceases before the three year period subsequent to its attribution, notwithstanding
situations included in the following paragraphs. The right will remain valid in case of permanent incapacity or death of the member, in which case payment is made to the member himself or to his/her heirs on the vesting date.
In case of retirement of the member, the attributed right can be exercised in the respective vesting date.
The current policy is extensive to all active plans regarding which shares have not yet been transmitted.
| ASSETS | Notes | 31.12.2014 | 31.12.2013 |
|---|---|---|---|
| NON-CURRENT ASSETS: Tangible assets Intangible assets Goodwill Investments in associated companies |
10 11 12 6 |
240,710,716 8,024,620 60,990,244 20,730,694 |
238,552,228 7,745,826 60,982,213 12,458,452 |
| Other investments | 7, 9 and 13 |
34,081,492 | 39,540,098 |
| Deferred tax assets Other non-current assets Total non-current assets |
20 9 and 14 |
23,718,439 20,653,819 408,910,024 |
26,186,529 19,570,690 405,036,036 |
| CURRENT ASSETS: | |||
| Stocks | 15 | 157,562,294 | 178,930,013 |
| Trade account receivables Other Debtors |
9 and 16 9 and 17 |
25,980,899 | 20,872,540 |
| Taxes recoverable | 18 | 10,904,150 16,676,255 |
8,951,082 12,841,371 |
| Other current assets | 19 | 6,630,593 | 3,807,413 |
| Cash and cash equivalents | 9 and 21 | 9,327,550 | 2,997,963 |
| Total Current Assets | 227,081,741 | 228,400,382 | |
| TOTAL ASSETS | 48 | 635,991,765 | 633,436,418 |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 22 | 250,000,000 | 250,000,000 |
| Own Shares | 22 | (1,486,301) | (1,124,125) |
| Reserves and retained earnings | 22 | 56,279,740 | 68,634,546 |
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital |
(6,832,009) | (13,200,373) | |
| Equity attributable to the equity holders of | |||
| Sonae Capital | 297,961,430 | 304,310,048 | |
| Equity attributable to non-controlling interests TOTAL EQUITY |
23 | 9,375,864 307,337,294 |
8,850,291 313,160,339 |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: Bank Loans |
9 and 24 | 78,223,573 | 68,961,416 |
| Bonds | 9 and 24 | 101,891,291 | 59,773,468 |
| Obligation under finance leases | 9, 24 and 25 | 18,846,111 | 21,683,572 |
| Other loans | 9 and 24 | 609,258 | 2,550,245 |
| Other non-current liabilities | 9 and 27 | 3,073,863 | 3,256,871 |
| Deferred tax liabilities Provisions |
20 32 |
11,709,284 3,079,824 |
12,581,859 3,079,824 |
| Total Non-Current Liabilities | 217,433,204 | 171,887,255 | |
| CURRENT LIABILITIES: Bank Loans |
9 and 24 | 39,992,932 | 92,405,686 |
| Obligation under finance leases | 9, 24 and 25 | 2,851,514 | 2,856,743 |
| Other loans | 9 and 24 | 1,374,127 | 788,511 |
| Trade creditors | 9 and 29 | 17,028,403 | 15,756,800 |
| Other creditors Taxes and contribution payables |
9 and 30 18 |
7,975,667 9,567,955 |
7,003,528 7,007,231 |
| Other current liabilities | 31 | 26,788,468 | 19,612,612 |
| Provisions | 32 | 5,642,201 | 2,957,713 |
| Total Current Liabilities | 111,221,267 | 148,388,824 | |
| TOTAL LIABILITIES | 48 | 328,654,471 | 320,276,079 |
| TOTAL EQUITY AND LIABILITIES | 635,991,765 | 633,436,418 |
The accompanying notes are part of these financial statements.
| Notes | 31.12.2014 | 31.12.2013 | |
|---|---|---|---|
| Sales | 35 | 113,979,183 | 68,664,509 |
| Services rendered | 35 | 63,986,078 | 67,203,120 |
| Other operating income | 36 | 8,067,594 | 8,261,906 |
| Cost of sales | 15 | (63,129,092) | (40,829,087) |
| Changes in stocks of finished goods and work in progress | 37 | (18,040,703) | (7,580,828) |
| External supplies and services | 38 | (54,582,889) | (50,634,526) |
| Staff costs | 39 | (33,918,201) | (35,942,980) |
| Depreciation and amortisation | 10 and 11 | (14,791,562) | (12,798,510) |
| Provisions and impairment losses (Increases/Decreases) | 32 | 820,033 | (2,067,907) |
| Other operating expenses Operational profit/(loss) |
40 | (3,963,861) (1,573,420) |
(2,820,257) (8,544,560) |
| Financial Expenses | 41 | (12,945,280) | (12,607,566) |
| Financial Income | 41 | 1,428,851 | 1,120,397 |
| Profit/(Loss) in associated and jointly controlled companies | 6 | 8,585,816 | 5,060,825 |
| Investment income Profit/(Loss) before taxation |
42 | 2,708,643 (1,795,390) |
4,116,081 (10,854,823) |
| Taxation | 43 | (4,501,600) | (2,394,830) |
| Profit/(Loss) for the year | 44 | (6,296,990) | (13,249,653) |
| Attributable to: | |||
| Equity holders of Sonae Capital | (6,832,009) | (13,200,373) | |
| Non-controlling interests | 23 | 535,019 | (49,280) |
| Profit/(Loss) per share | |||
| Basic | 46 | (0.027749) | (0.053403) |
| Diluted | 46 | (0.027749) | (0.053403) |
The accompanying notes are part of these financial statements.
| Notes | th Quarter 14 1 4 |
th Quarter 13 1 4 |
|
|---|---|---|---|
| Sales | 48,347,937 | 25,046,258 | |
| Services rendered | (2,293,099) | 13,094,163 | |
| Other operating income | 2,963,292 | 3,004,257 | |
| Cost of sales | (20,964,994) | (10,191,170) | |
| Changes in stocks of finished goods and work in progress | (3,607,026) | (5,996,440) | |
| External supplies and services | (14,636,405) | (13,636,818) | |
| Staff costs | (8,468,769) | (9,296,618) | |
| Depreciation and amortization (Increases/Decreases) | (3,888,597) | (2,796,481) | |
| Provisions and impairment losses | 1,417,707 | (984,169) | |
| Other operating expenses Operational profit/(loss) |
882,036 (247,918) |
(1,260,520) (3,017,538) |
|
| Financial Expenses | (2,878,235) | (3,365,410) | |
| Financial Income | 424,540 | 300,128 | |
| Profit/(Loss) in associated and jointly controlled companies | 4,036,293 | 1,388,964 | |
| Investment income Profit/(Loss) before taxation |
2,138,744 3,473,424 |
3,540,423 (1,153,433) |
|
| Taxation | (1,977,496) | 2,059,974 | |
| Profit/(Loss) for the period | 1,495,928 | 906,541 | |
| Attributable to: | |||
| Equity holders of Sonae Capital Non-controlling interests |
1,098,738 397,190 |
1,254,886 (348,345) |
|
| Profit/(Loss) per share | |||
| Basic Diluted |
0.004464 0.004464 |
0.004966 0.004966 |
|
The accompanying notes are part of these financial statements.
1Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
| 31.12.2014 | 31.12.2013 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (6,296,990) | (13,249,653) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 78,858 | (246,683) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
(65,531) | 2,694,592 |
| Change in the fair value of assets available for sale | (160,105) | (743,938) |
| Change in the fair value of cash flow hedging derivatives | 940,277 | 1,186,537 |
| Tax related to other comprehensive income captions | 119,119 | 178,282 |
| Other comprehensive income for the period | 912,618 | 3,068,790 |
| Total comprehensive income for the period Attributable to: Equity holders of Sonae Capital Non-controlling interests |
(5,384,372) (5,952,208) 567,836 |
(10,180,863) (10,079,251) (101,612) |
The accompanying notes are part of these financial statements.
| th Quarter 14 1 4 |
th Quarter 13 1 4 |
|
|---|---|---|
| Consolidated net profit/(loss) for the period | 1,495,928 | 906,541 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | (9,428) | (96,570) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
226,754 | 501,185 |
| Change in the fair value of assets available for sale | (1,064,321) | (1,996,712) |
| Change in the fair value of cash flow hedging derivatives | 305,084 | 280,036 |
| Tax related to other comprehensive income captions | 248,387 | 499,178 |
| Other comprehensive income for the period | (293,524) | (812,883) |
| Total comprehensive income for the period | 1,202,404 | 93,658 |
| Attributable to: Equity holders of Sonae Capital Non-controlling interests |
802,190 400,214 |
464,349 (370,691) |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
REPORT AND ACCOUNTS 2014 Consolidated Financial Statements
| Attributable to Equity Holders of Sonae Capital | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Own Shares |
Demerger Reserve (Note 22) |
Translation Reserves |
Fair Value Reserves |
Hedging Reserves |
Other Reserves and Retained |
Sub total | Net Profit/(Loss) |
Total | Non Controlling Interests |
Total Equity | |
| Balance as at 1 January 2013 | 250,000,000 | (264,705) | 132,638,253 | (11,486) | Earnings 153,082 (2,337,176) (53,836,504) |
76,606,169 | (11,092,003) | 315,249,461 | 8,707,639 | 323,957,100 | ||
| Total consolidated comprehensive income for the period | - | - | - | (178,136) | (743,938) | 1,170,322 | 2,872,874 | 3,121,122 | (13,200,373) | (10,079,251) | (101,612) | (10,180,863) |
| Appropriation of profit of 2012: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - | (11,092,003) (11,092,003) | 11,092,003 | - | - | - | |
| Dividends paid | - | - | - | - | - | - | - | - | - | - | (304,254) | (304,254) |
| Acquisition of own shares | - | (859,420) | - | - | - | - | - | - | - | (859,420) | - | (859,420) |
| Changes in the percentage of capital held in affiliated companies Other changes |
- - |
- - |
- - |
- - |
- - |
- - |
(742) - |
(742) - |
- - |
(742) - |
548,518 - |
547,776 - |
| Balance as at 31 December 2013 | 250,000,000 | (1,124,125) | 132,638,253 | (189,622) | (590,856) | (1,166,854) (62,056,375) | 68,634,546 | (13,200,373) | 304,310,048 | 8,850,291 | 313,160,339 | |
| Balance as at 1 January 2014 | 250,000,000 | (1,124,125) | 132,638,253 | (189,622) | (590,856) | (1,166,854) (62,056,375) | 68,634,546 | (13,200,373) | 304,310,048 | 8,850,291 | 313,160,339 | |
| Total consolidated comprehensive income for the period | - | - | - | 58,740 | (160,105) | 927,578 | 53,588 | 879,801 | (6,832,009) | (5,952,208) | 567,836 | (5,384,372) |
| Appropriation of profit of 2013: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - | (13,200,373) (13,200,373) | 13,200,373 | - | - | - | |
| Dividends paid | - | - | - | - | - | - | - | - | - | - | (721,525) | (721,525) |
| Acquisition of own shares | - | (362,176) | - | - | - | - | - | - | - | (362,176) | - | (362,176) |
| Changes in the percentage of capital held in affiliated companies Other changes |
- - |
- - |
- - |
- - |
- - |
- - |
- (34,234) |
- (34,234) |
- - |
- (34,234) |
679,088 174 |
679,088 (34,060) |
| Balance as at 31 December 2014 | 250,000,000 | (1,486,301) | 132,638,253 | (130,882) | (750,961) | (239,276) (75,237,394) | 56,279,740 | (6,832,009) | 297,961,430 | 9,375,864 | 307,337,294 |
The accompanying notes are part of these financial statements.
(Amounts expressed in Euro)
| Notes | 31.12.2014 | 31.12.2013 | 4th Quarter 14 1 | 4th Quarter 13 1 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Cash receipts from trade debtors | 179,986,235 | 134,476,350 | 45,175,491 | 35,246,969 | |
| Cash receipts from trade creditors | (111,665,349) | (86,603,132) | (31,097,416) | (22,795,751) | |
| Cash paid to employees Cash flow generated by operations |
(33,612,749) 34,708,137 |
(35,239,523) 12,633,695 |
(8,882,928) 5,195,147 |
(9,551,637) 2,899,581 |
|
| Income taxes (paid) / received Other cash receipts and (payments) |
(4,640,344) | (2,492,777) | (774,236) | (1,009,550) | |
| relating to operating activities | (233,323) | (1,005,464) | 4,941,328 | 1,156,165 | |
| Net cash flow from operating activities (1) | 48 | 29,834,470 | 9,135,454 | 9,362,239 | 3,046,196 |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 47 | 9,885,905 | 16,079,307 | 1,760,722 | 3,218,903 |
| Tangible assets | 2,932,591 | 3,088,787 | 1,848,665 | 1,996,431 | |
| Intangible assets Interest and similar income |
- | 9,417 | - | - | |
| Dividends | 1,411,822 | 224,683 | 168,772 | 17,601 | |
| 950,610 15,180,928 |
220,681 19,622,875 |
81,923 3,860,082 |
- 5,232,935 |
||
| Cash Payments arising from: | |||||
| Investments | 47 | ||||
| Tangible assets | (5,401,226) | (69,448) | (2,060,223) | (123) | |
| Intangible assets | (7,293,515) | (5,207,162) | (2,096,875) | (656,564) | |
| Loans granted | (1,101,166) | (128,877) | (250,045) | (6,027) | |
| (971,509) | (476,203) | (2,000) | - | ||
| Net cash used in investment activities (2) | 48 | (14,767,416) 413,512 |
(5,881,690) 13,741,185 |
(4,409,143) (549,061) |
(662,714) 4,570,221 |
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Loans obtained Capital increases, additional paid in |
88,950,000 25,768 |
24,373,209 - |
17,799,000 375 |
666,930 - |
|
| capital and share premiums Sale of own shares |
|||||
| 42,606 | - | - | - | ||
| Cash Payments arising from: | 89,018,374 | 24,373,209 | 17,799,375 | 666,930 | |
| Loans obtained | (96,714,957) | (33,152,716) | (19,107,488) | (6,267,616) | |
| Interest and similar charges | (14,602,662) | (12,566,639) | (3,091,689) | (1,913,692) | |
| Reimbursement of capital and paid in capital | (28,385) | - | - | - | |
| Dividends | (2,303,987) | (304,254) | (706,617) | (4,254) | |
| Purchase of own shares | (404,783) | (859,420) | - | (358,072) | |
| (114,054,774) | (46,883,029) | (22,905,794) | (8,543,634) | ||
| Net cash used in financing activities (3) | 48 | (25,036,400) | (22,509,820) | (5,106,419) | (7,876,704) |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) |
48 | 5,211,582 | 366,819 | 3,706,759 | (260,287) |
| Effect of foreign exchange rate | |||||
| Cash and cash equivalents at the beginning of the period |
21 | (14,987) 2,922,307 |
53,664 2,609,152 |
17,774 4,459,891 |
5,202 3,187,796 |
| Cash and cash equivalents at the end of the period |
21 | 8,148,876 | 2,922,307 | 8,148,876 | 2,922,307 |
The accompanying notes are part of these financial statements.
Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose headoffice is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Reflecting the current management structure, the reporting segments were revised, addressing the three strategic business areas identified in the Group:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
The main accounting policies adopted in preparing the accompanying consolidated
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS"), issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the "International Financial Reporting Interpretations Committee" ("IFRIC"), previously named "Standing Interpretations Committee" ("SIC"), beginning on 1 January 2014.
Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings, on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
As at the date of the approval of these consolidated financial statements, the following standards have been endorsed by the European Union
| Date of endorsement by the EU |
Effective Date (Started on or after) |
|
|---|---|---|
| IFRS 10 - Consolidated Financial Statements | 11-12-2012 | 01-01-2014 |
| IFRS 11 - Joint Arrangements | 11-12-2012 | 01-01-2014 |
| IFRS 12 - Disclosure of Interests in Other Entities | 11-12-2012 | 01-01-2014 |
| IAS 27 - Separate Financial Statements | 11-12-2012 | 01-01-2014 |
| IAS 28 - Investments in Associates and Joint Ventures Amendments to IAS 32 Financial Instruments - Presentation - |
11-12-2012 13-12-2012 |
01-01-2014 01-01-2014 |
| Offsetting Financial Assets and Financial Liabilities | ||
| Amendments to IFRS 10, IFRS 11 and IFRS 12 | 04-04-2013 | 01-01-2014 |
| Amendments to IFRS 10, IFRS 12 and IAS 27 Amendments to IAS 39 – Financial Instruments: Recognition and |
20-11-2013 19-12-2013 |
01-01-2014 01-01-2014 |
| Measurement Amendments to IAS 36 – Impairment of Assets |
19-12-2013 | 01-01-2014 |
| Date of endorsement by the EU |
Effective Date (Started on or after) |
|||||
|---|---|---|---|---|---|---|
| IFRIC 21 - Levies | 13-06-2014 | 17-06-2014 | ||||
| Annual Improvements Standards – 2010-2012 |
to | International | Financial | Reporting | 17-12-2014 | 01-07-2014 |
| Annual Improvements Standards – 2011-2013 |
to | International | Financial | Reporting | 18-12-2014 | 01-01-2015 |
There will be no material impacts on future financial statements of the Group from adopting these standards.
The consolidation methods adopted by the Group are as follows:
Investments in companies in which the Group owns, directly or indirectly, more than 50% of the voting rights at Shareholders' General Meetings or is able to establish financial and operational policies so as to benefit from its activities (definition of control normally used by the Group), are included in the consolidated financial statements using the full consolidation method. Equity and net profit attributable to minority shareholders are shown separately, under the caption Non-controlling interests, in the consolidated balance sheet and in the consolidated income statement, respectively. Companies included in the consolidated financial statements are listed in Note 5.
Comprehensive income and other components of equity are attributable to noncontrolling interests, even if these captions show negative values.
Assets and liabilities of each Group company are measured at their fair value at the date of acquisition and this measurement may be adjusted within 12 months from the date of acquisition. Any excess of the cost of acquisition over the Group's interest in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.c). Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost is recognized as income in profit or loss for the period of acquisition, after reassessment of the estimated fair value of net assets
acquired. Non-controlling interests include their proportion of the fair value of net identifiable assets and liabilities recognised on acquisition of Group companies.
The results of affiliated companies acquired/sold during the period are included in the income statement since the date of acquisition or until the date of sale. Adjustments to the financial statements of Group companies are performed, whenever necessary, in order to adapt accounting policies to those used by the Group. All intra-group transactions, balances, income and expenses and distributed dividends are eliminated on consolidation
. Financial investments in companies excluded from consolidation are recorded at acquisition cost net of impairment losses (Note 7).
Whenever the Group has, in substance, control over other entities created for a specific purpose, even if no share capital interest is directly held in those entities, these are consolidated by the full consolidation method. Such entities, when applicable, are disclosed in Note 5.
Investments in associated companies (companies where the Group exercises significant influence but does not establish financial and operational policies – usually corresponding to holdings between 20% and 50% in a company's share capital) and in jointly controlled companies are accounted for in accordance with the equity method.
Under the equity method, investments are recorded at cost, adjusted by the amount corresponding to the Group's share of changes in equity (including net profit) of associated and jointly controlled companies and by dividends received.
Any excess of the cost of acquisition over the Group's share in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.c), which is included in the caption Investment in associated and jointly controlled companies. Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost is recognised as income in the profit or loss for the period of acquisition, after reassessment of the estimated fair value of the net assets acquired.
An assessment of investments in associated and jointly controlled companies is performed when there is an indication that the asset might be impaired. Any impairment loss is disclosed in the income statement. Impairment losses recorded in prior years that are no longer justifiable are reversed.
When the Group's share of losses exceeds the carrying amount of the investment, this is reported at nil value and recognition of losses is discontinued, unless the Group is committed beyond the value of its investment.
The Group's share in unrealized gains arising from transactions with associated and jointly controlled companies is eliminated. Unrealized losses are eliminated, but only to the extent that there is no evidence of impairment of the asset transferred.
Investments in associated and jointly controlled companies are disclosed in Note 6.
The excess of the cost of acquisition of investments in group, jointly controlled and associated companies over the Group's share in the fair value of the assets and liabilities of those companies at the date of acquisition is shown as Goodwill (Note 12) or as Investments in associated and jointly controlled companies (Note 6).
The excess of the cost of acquisition of investments in foreign companies over the fair value of their identifiable assets and liabilities at the date of acquisition is calculated using the functional currency of each of those companies. Translation to the Group's currency (Euro) is made using the closing exchange rate. Exchange rate differences arising from this translation are disclosed in Currency Translation Reserves.
Pag. 103
Goodwill is not amortised, but is subject to impairment tests on an annual basis. The recoverable amount is determined based on the business plans used in the management of the Group or on valuation reports prepared by independent entities. Impairment losses identified in the period are disclosed in the income statement under Provisions and impairment losses, and may not be reversed.
Any excess of the Group's share in the fair value of identifiable assets and liabilities in Group, jointly controlled and associated companies over costs, is recognised as income in the profit and loss for the period, at the date of acquisition, after reassessment of the fair value of the identifiable assets and liabilities acquired.
Assets and liabilities denominated in foreign currencies in the individual financial statements of foreign companies are translated to euro using exchange rates at the balance sheet date. Profit and loss and cash flows are converted to euro using the average exchange rate for the period. Exchange rate differences originated after 1 January 2004 are recorded as equity under Currency Translation Reserves. Exchange rate differences that originated prior to 1 January 2004 (date of transition to IFRS) were written-off through Retained earnings.
Goodwill and fair value adjustments arising from the acquisition of foreign companies are recorded as assets and liabilities of those companies and translated to euro using exchange rates at the balance sheet date.
Whenever a foreign company is sold (in whole or in part), the share of the corresponding accumulated exchange rate differences is recorded in the income statement as a gain or loss on the disposal, in the caption Investment income.
Exchange rates used on translation of foreign group, jointly controlled and associated companies are listed below:
| 31.12.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| End of the Period | Average of Period | End of the Period | Average of Period | |||
| Mozambican Metical | 0.02429 | 0.02405 | 0.02418 | 0.02498 | ||
| Brazilian Real | 0.31049 | 0.32063 | 0.30697 | 0.35076 | ||
| Angolan kwanza | 0.00801 | 0.00766 | 0.00743 | 0.00780 |
Source: Bloomberg
Tangible assets acquired up to 1 January 2004 (transition date to IFRS) are recorded at acquisition cost, or revaluated acquisition cost, in accordance with generally accepted accounting principles in Portugal until that date, net of depreciation and accumulated impairment losses.
Tangible assets acquired after that date is recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, once the asset is available for use, over the expected useful life for each class of assets and disclosed in Amortisation and depreciation in the consolidated profit and loss account.
Impairment losses in tangible assets are accounted for in the year when they are estimated, and are disclosed in Impairment losses in the consolidated profit and loss account, except for those relating to Inventories whose impairment is recorded in Cost of goods sold and materials consumed.
Depreciation rates used correspond to the following estimated useful lives:
| Years | |
|---|---|
| Buildings | 10 to 50 |
| Plant and machinery | 10 to 20 |
| Vehicles | 4 to 5 |
| Tools | 4 to 8 |
| Fixture and fittings Other tangible assets |
3 to 10 4 to 8 |
Maintenance and repair costs related to tangible assets are recorded directly as expenses in the year they are incurred.
Tangible assets in progress represent fixed assets still under construction/development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or start being used.
Gains or losses on sale or disposal of tangible assets are calculated as the difference between the selling price and the carrying amount of the asset at the date of its sale/disposal. These are recorded in the income statement under either other operational income or other operational expenses.
probable are capitalized as intangible assets.
Intangible assets are stated at acquisition cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognised if it is probable that future economic benefits will flow from them, if they are controlled by the Group and if their cost can be reliably measured.
Expenditure on research associated with new technical know-how is recognised as an expense recorded in the income statement when it is incurred.
Expenditure on development is recognised as an intangible asset if the Group demonstrates the technical feasibility and its intention to complete the asset, its ability to sell or use it and the probability that the asset will generate future economic benefits. Expenditure on development which does not fulfil these conditions is recorded as an expense in the period in which it is incurred. Internal costs associated with maintenance and development of software is recorded as an expense in the period in which they are incurred. Only costs directly
attributable to projects for which the generation of future economic benefits is
The Group adopted IFRIC 12 – Service Concession Arrangements from 2009 onwards whenever an affiliated undertaking enters into a service concession arrangement with a public sector entity to provide services to the public. The Troia Marina is the sole service concession arrangement to which this interpretation is applicable. In this case, costs incurred with building the infrastructure for the marina were recorded as an intangible asset which is amortised, on a straight line, over the period of the arrangement, because the affiliated undertaking was given rights to charge users of the public service but has no unconditional contractual right to receive cash from the grantor.
Amortisation is calculated on a straight line basis, once the asset is available for use, over the expected useful life which normally is between 3 and 6 years, and are disclosed in Amortisation and Depreciation in the consolidated profit and loss account, except for Troia Marina assets, recorded as Intangible assets under IFRIC 12 - Service Concession Arrangements, which are amortised over the period of the arrangement (50 years).
Lease contracts are classified as (i) a finance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards
incidental to ownership do not lie with the lessee. Whether a lease is classified as finance or an operating lease depends on the
Tangible assets acquired through finance lease contracts are recorded as assets and corresponding obligations as liabilities in the balance sheet. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability, at the lower of fair value and present value of minimum lease payments up to the end of the lease. Both the finance charge and the depreciation expense for depreciable assets are taken to the income statement in the period in which they are
Lease payments under operating lease contracts are recognised as an expense on a straight line basis over the lease term.
Where the Group acts as a lessor in operating leases, the value of assets leased is maintained in the Group's balance sheet and related rents are taken to the profit and loss account on a straight line basis over the period of the lease.
Government grants are recognised at fair value when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them.
Investment subsidies related to the acquisition of fixed assets are recognised as deferred income under other current liabilities that are taken to the income statement, under other operating profit, on a systematic basis over the estimated
Assets are assessed for impairment at each balance sheet date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the income statement under Provisions and impairment losses.
The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cashgenerating unit to which the asset belongs.
Pag. 106 Reversal of impairment losses recognised in prior years is only recorded when it is concluded that the impairment losses recognised for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognised has been reversed. The reversal is recorded in the income statement in provisions and impairment losses (increases/decreases). However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount
that would have been determined (net of depreciation) had no impairment loss been recognised for that asset in prior years.
Borrowing costs are normally recognised as an expense in the period in which they
Borrowing costs directly attributable to the acquisition, construction or production of tangible and real estate projects included under Inventories are capitalised as part of the cost of the qualifying asset. Borrowing costs are capitalised from the time of preparation of the activities to construct or develop the asset up to the time the production or construction is complete or when asset development is interrupted. Any income earned on funds temporarily invested pending their expenditure on the qualifying asset, is deducted from the borrowing costs that qualify for capitalisation.
Non-current assets (or disposal groups) are classified as held for sale if the carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case the sale must be highly probable and the asset or disposal group is available for immediate sale in its present condition. In addition, the sale should be expected to occur within 12 months from the date of
Non-current assets (or disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. These assets are not depreciated since the date they were classified as available for sale.
Goods for sale and raw materials are stated at the lower of cost, net of discounts obtained or estimated, and net realisable value. Cost is determined on a weighted average basis. Goods for sale include mostly land for real estate developments.
Finished goods and work in progress are stated at the lower of the weighted average production cost or net realisable value. Production cost includes cost of raw materials, labour costs and overheads (including depreciation of production equipment based on normal levels of activity). Work in progress includes mostly resorts and real estate developments for sale in the normal course of business.
Net realisable value is the estimated selling price less estimated costs of completion and estimated costs necessary to make the sale.
Differences between cost and net realisable value, if negative, are shown as operating expenses under Cost of sales or Changes in Inventories of finished goods and work in progress, depending on whether they refer to goods for sale and raw materials or finished goods and work in progress.
Provisions are recognised when, and only when, the Group has an obligation (legal or constructive) resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to reflect the best estimate as of that date.
Restructuring provisions are recorded by the Group whenever a formal and detailed restructuring plan exists and that plan has been communicated to the parties
Financial instruments were classified in the categories presented in the consolidated
Held to maturity investments are classified as non-current assets unless they mature within 12 months of the balance sheet date. Investments classified as held to maturity have defined maturities and the Group has the intention and ability to hold them until the maturity date.
Investments measured at fair value through profit or loss includes investments held for negotiation, which the Group acquires with a view to their disposal within a short time period. They are shown in the consolidated balance sheet as Current
The Group classifies as investments available for sale, those which are not considered as investments measured at fair value through profit or loss nor as investments held to maturity. These assets are classified as noncurrent assets, unless there is an intention to dispose of them in a period of less than 12 months from the
All purchases and sales of investments are recognised on the trade date, independently of the settlement date.
Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs.
Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured are stated at cost, less impairment losses.
Gains or losses arising from a change in fair value of available-for-sale investments are recognised directly in equity, under Fair value reserve, included in Reserves and retained earnings until the investment is sold or otherwise disposed of, or until it is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is transferred to net profit or loss for the period.
Changes in the fair value of investments measured at fair value through profit or loss are included in the consolidated income statement for the period.
Held to maturity investments are carried at amortised cost using the effective interest rate, net of capital reimbursements and interest income received.
Loans and accounts receivable are booked at amortised cost using the effective interest method less any impairment losses.
Financial income is calculated using the effective interest rate, except for amounts receivable within a very short time period, for which the income receivable is
immaterial. These financial investments arise when the Group supplies money, goods or services directly to a debtor without the intention to negotiate the debt involved.
Loans and accounts receivable are classified as current assets, expect in cases where the maturity date is more than 12 months from the date of the balance sheet, when they are classified as non-current assets. These financial investments are
Amounts owing from Customers and other third party debts are booked at their nominal value and shown in the consolidated balance sheet less any impairment losses, recognised in the caption Losses due to impairment in receivables in order to reflect their net realisable value. These captions, when current, do not include interest, since the discount impact is considered immaterial.
Impairment losses are booked following the events that have taken place, which indicate objectively and in a quantifiable manner that the whole or a part of the debt will not be received. For this, each Group company takes into consideration market
Recognised impairment losses equal the difference between the amount receivable in the accounts and the related present value of future estimated cash flows, discounted at the initial effective interest rate, which is considered to be zero, since the discount impact is considered immaterial, in those cases where a receipt is expected within less than a year.
Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in Note 2.16. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
Accounts payable are stated at their nominal value, since they do not bear interest and the discount impact is considered immaterial.
The Group uses derivatives in the management of its financial risks, only to hedge such risks and/or to optimise funding costs.
Derivatives classified as cash flow hedge instruments are used by the Group mainly to hedge interest rate risks on loans obtained. Conditions established for these cash flow hedge instruments are identical to those of the corresponding loans in terms of base rates, calculation rules, rate setting dates and repayment schedules of the loans and for these reasons they qualify as perfect hedges. Inefficiencies that may exist are shown in the caption Net Financial Income/Expenses in the consolidated income
The Group's criteria for classifying a derivative instrument as a cash-flow hedge instrument include:
Cash-flow hedge instruments used by the Group to hedge the exposure to changes in interest rate of its loans are initially accounted for at cost and subsequently adjusted to their corresponding fair value. Changes in fair value of these cash flow hedge instruments are recorded in equity under the caption Hedging reserves, and then recognised in net financial income/expenses in the income statement over the same period in which the hedged instrument affects income statement.
Hedge accounting of derivative instruments is discontinued when the instrument matures or is sold. Whenever a derivative instrument can no longer be qualified as a hedging instrument, the fair value differences recorded in equity under the caption Hedging reserve are transferred to profit or loss of the period or to the carrying amount of the asset that resulted from the hedged forecast transaction. Subsequent changes in fair value are recorded in the income statement.
In those cases in which derivative instruments, in spite of having been negotiated with the abovementioned objectives (essentially derivatives in the form of interest rate options), in relation to which the company did not apply hedge accounting, are initially recorded at cost, if any, and subsequently measured at fair value. The changes in value resulting from the measurement at fair value, calculated using especially designed software tools are included in Net financial charges in the
When embedded derivatives exist, they are accounted for as separate derivatives when the risks and the characteristics are not closely related to economic risks and characteristics of the host contract, and this is not stated at fair value, and unrealised gains or losses recorded in the consolidated income statement.
In specific situations, the Group may use interest rate derivatives with the goal of obtaining fair value cover. In these situations, derivatives are booked at their fair value in the consolidated financial statements. In situations in which the derivative involved is not measured at fair value (in particular borrowings that are measured at amortised cost), the effective share of cover will be adjusted to the accounting value of the derivative covered through the profit and loss account.
Equity instruments are those that represent a residual interest on the Group's net assets and are recorded at the amount received, net of costs incurred with their
Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject to insignificant risk of change in value.
In the consolidated statement of cash flows, cash and cash equivalents also include bank overdrafts, which are included in the balance sheet caption current bank loans.
Share-based payments result from Deferred Performance Bonus Plans that are referenced to the Sonae Capital, SGPS, SA share price and vest within a period of 3 years after being granted.
Share-based payment liabilities are measured at fair value on the date they are granted (normally in March of each year) and are subsequently remeasured at the
end of each reporting period, based on the number of shares or share options granted and the corresponding fair value at the closing date. These obligations are stated as Staff costs and other liabilities, and are recorded on a straight-line basis, between the date the shares are granted and their vesting date, taking into consideration the time elapsed between these dates, when the Group has the choice
Contingent liabilities are not recorded in the consolidated financial statements. Instead they are disclosed in the notes to the financial statements, unless the probability of a cash outflow is remote, in which case, no disclosure is made.
Contingent assets are not recorded in the consolidated financial statements but disclosed when future economic benefits are probable.
The tax charge for the year is determined based on the taxable income of companies included on consolidation and considers deferred taxation.
Current income tax is determined based on the taxable income of companies included on consolidation or of groups of companies included in tax consolidations, in accordance with the tax rules in force in the respective country of incorporation.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually remeasured using the tax rates that have been enacted or substantively enacted and therefore are expected to apply in the periods when the temporary differences are expected
Deferred tax assets are recognised only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each balance sheet date a review is made of the deferred tax assets recognised, which are reduced whenever their future use is no longer probable.
Deferred taxes are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases the corresponding deferred tax is recorded in equity.
Revenue from the sale of goods is recognised in the income statement when the risks and benefits have been transferred to the buyer and the amount of the revenue can be measured reasonably. Sales are recognised net of sales taxes and discounts and other expenses arising from the sale, and are measured as the fair value of the amount received or receivable.
Revenue from services rendered is recognised in the income statement taking into consideration the stage of completion of the transaction at the balance sheet date. Revenue associated with work in progress is recognized at the end of each year as follows: when total amounts invoiced are higher than corresponding costs, the excess is recorded in other current liabilities; and when costs are higher than corresponding amounts invoiced the excess is recorded in Work in progress.
Revenue arising from contract variations, claims and completion premiums is recorded when these are agreed with the customer, or when negotiations are at an advanced stage and it is probable that these will be favourable to the Group.
Dividends are recognised as income in the year they are attributed to the
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for
Other current assets and other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they will be recognised in the income
Transactions in currencies other than the Euro are translated to Euro using the exchange rate as at the transaction date.
At each balance sheet date, all monetary assets and liabilities expressed in foreign currencies are translated to the functional currency of each foreign company at the exchange rates as at that date. All non-monetary assets and liabilities recorded at fair value and stated in foreign currencies are converted to the functional currency of each company, using the exchange rate at the date the fair value was determined.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the balance sheet, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the consolidated financial statements. Events after the balance sheet date that are non-adjusting events are disclosed in the notes when material.
The most significant accounting estimates reflected in the financial statements are as follows:
Estimates were based on the best information available at the date of the preparation of the financial statements and on the best knowledge and experience of past and/or current events. These estimates may, however, be affected by subsequent events which are not foreseeable at the present date. Changes to these estimates, which take place after the date of the financial statements, will be recognised prospectively in the income statement, in accordance with IAS 8.
The main estimates and assumptions used relating to future events included in the consolidated financial statements are described in the corresponding notes
Financial information regarding business segments is included in Note 48.
As a result of maintaining its debt in the consolidated balance sheet at variable rates, and the resulting cash flows from interest payments, the Group is exposed to
In view of the above, the Group policy concerning this issue defines a case by case review of each potential transaction, such that any contract for derivatives must follow the following principles:
Given the above mentioned assumptions, if interest rates of financial instruments denominated in euro had been 0.75 percentage points higher/lower, the consolidated net profit before tax of the Group as at 31 December 2014 would have been higher/lower by 946,577 euro (as at 31 December 2013 they would have been higher/lower by 1,073,964 euro). The impact in equity (excluding the impact on net profit) of the interest rate sensitivity analysis as at 31 December 2014 would have been lower/higher by around 0 euro (as at 31 December 2014 the impact would have been lower/higher by around 0 euro).
The Sonae Capital Group, as a Group mainly operating in the Iberian Peninsula, has an immaterial exposure to exchange rate risk.
In relation to translation risks, given that almost all of shareholders' funds and loans to affiliates are denominated in euro, there is no significant exposure to this risk.
In relation to transaction a risk, whenever exposure arises in this area, the risk is mainly managed through forward exchange rate contracts, in order to eliminate the volatility of forward exchange rate fluctuations, and thus increase cash flow certainty. From time to time, and if the amounts involved and degree of uncertainty are relevant, the Company, with approval from the Board of Directors, may use
options. In view of the low volume of balances in foreign currency, no exchange rate sensitivity analysis was carried out.
The Group is exposed to risks arising from the value of investments made in financial shareholdings. However, these investments are in general made with strategic objectives in mind and not for current trading.
Credit risks at Sonae Capital arise mainly from (i) debts from customers relating to operational activity, (ii) its relationships with financial institutions in the course of its day to day business activity, and (iii) the risk of noncompliance by business counterparts in portfolio transactions.
Customer Credit: The management of credit risk at Sonae Capital is structured to the specific needs of the businesses of the Group, always taking into consideration:
Financial Institutions: The credit risk is linked to possible noncompliance by financial institutions, to which the Group is contractually bound, in its normal operational activity, term deposits, cash balances and derivatives.
Shareholding Buy/Sale transactions: In the course of its business, the Group is exposed to the credit risk of counterparts with whom it agrees transactions concerning investments in shareholdings. In these cases, the means used to mitigate risks are determined on a one on one basis, in order to take into account the specifics of the transaction, with the constant supervision of the Board of Directors. Despite the variability of the means used, there exists always the possibility of using normal market methods, namely carrying out due diligences, obtaining financial information concerning the counterpart in question, or the pledging of an asset which is released when the financial transaction has been completed, requesting bank guarantees, setting up escrow accounts, obtaining collateral, among others.
To mitigate this risk, the Group:
The objective of liquidity risk management is to ensure at any given moment that the Group has the financial capability under favourable market conditions to: (i) comply with its payment obligations when these fall due and (ii) ensure in a timely manner the appropriate financing for the development of its businesses and
strategy. To that end, the Group aims at maintaining a flexible financial structure, so that the process of managing liquidity within the Group includes the following key aspects:
Centralised liquidity management (cash surpluses and needs) at the holding company level, seeking to optimise the finance function in the Group;
Changes in international accounting standards that took effect on or after 1 January 2014 (note 2.1), had no significant impact on the financial statements at 31 December
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 31 December
| Percentage of capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 December 2014 | 31 December 2013 | ||||||||
| Company | Head Office | Direct | Total | Direct | Total | ||||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||||
| Tourism | |||||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 83.41% | 83.41% | 83.41% | 83.41% | |||
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Imoareia Investimentos Turísticos,SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Solinca - Health & Fitness, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Solinca-Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Solinfitness - Club Málaga, SL | a) | Malaga | 100.00% | 100.00% | 100.00% | 100.00% | |||
| 7) | Solswim – Gestão e Expl.de Equip. Aquáticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Soltroia-Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Sonae Turismo - SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |||
| 1) | Sontur, BV The Artist Hotel & Bistro – Actividades Hotelaria, SA |
a) a) |
Amsterdam Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
||
| Tróia Market, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Tróia Natura, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Troiaresort - Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Troiaverde-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Tulipamar-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Energy | |||||||
|---|---|---|---|---|---|---|---|
| 2) | Atelgen – Produção de Energia, ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
| 10) | CAPWATT – Brainpower, S.A. | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 3) 2) |
CAPWATT, SGPS, S.A. Carvemagere – Manutenção e Energias |
a) a) |
Maia Barcelos |
100.00% 65.00% |
100.00% 65.00% |
- - |
- - |
| Renováveis, Lda | |||||||
| 2) | Companhia Térmica Hectare ACE | a) | Alcochete | 100.00% | 100.00% | - | - |
| 9) | Companhia Térmica SERRADO, ACE | a) | Maia | 70.00% | 70.00% | - | - |
| 2) | Companhia Térmica Tagol Lda | a) | Oeiras | 100.00% | 100.00% | - | - |
| 2) | C.T.E. – Central Termoeléctrica, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Enerlousado – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| 3) | Integrum ACE, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Integrum – Engenho Novo - Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| 3) | Integrum II– Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| 3) | Integrum III– Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum Martim Longo - Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Vale do Caima- Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Vale do Tejo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Ronfegen – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| 2) | Soternix – Produção de Energia ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
| Refrigeration and HVAC | |||||||
| 7) | PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| 4) 7) |
SC – Central de Distribuição para Refrigeração e Climatização, SA |
a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| Sistavac Sistemas HVAC-R do Brasil, Lda | a) | São Paulo | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Sopair, SA | a) | Madrid | 100.00% | 70.00% | 100.00% | 70.00% | |
| 8) 8) |
Spinarq-Moçambique, Lda Spinarq–Engenharia, Energia e Ambiente,SA |
a) a) |
Maputo Luanda |
70.00% 99.90% |
70.00% 99.90% |
100.00% 99.90% |
100.00% 99.90% |
| Other Assets | |||||||
| Bloco Q-Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 5) | Casa da Ribeira – Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Centro Residencial da Maia,Urban., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cinclus Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Country Club da Maia-Imobiliaria, SA Empreend.Imob.Quinta da Azenha, SA |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Fundo Especial de Investimento Imobiliário | a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% | |
| Fechado WTC | |||||||
| Imobeauty, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | Imobiliária da Cacela, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoclub-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imohotel-Emp.Turist.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas-Imobiliária e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Martimope – Empreendimentos Turisticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium-SGPS, SA Prédios Privados Imobiliária, SA |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Predisedas-Predial das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades - Investimentos Agrícolas e | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Turismo, SA | |||||||
| Société de Tranchage Isoroy SAS Soconstrução, BV |
a) a) |
Honfleur Amsterdam |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
Soira-Soc.Imobiliária de Ramalde, SA a) Maia 100.00% 100.00% 100.00% 100.00%
| Sótaqua - Soc. de Empreendimentos Turísticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Spinveste - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste-Gestão Imobiliária SGII, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Urbisedas-Imobiliária das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | Vistas do Freixo-Emp.Tur.imobiliários,SA World Trade Center Porto, SA |
a) a) |
Maia Porto |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
| Others | |||||||
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| SC – Sociedade de Consultadoria, SA SC Finance, BV |
a) a) |
Maia Amsterdam |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| 6) | SC FOR - Ser.Formação e Desenvolvimento de Recursos Humanos, Unipessoal, Lda. |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
These group companies are consolidated using the full consolidation method as described in Note 2.2.a).
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Head Office | 31 December 2014 Direct |
Total | 31 December 2013 Direct |
Total | Book Value 31 December 2014 |
31 December 2013 |
|
| Other Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 53,344 | 357,859 | |
| 1) 1) |
Sociedade de Construções do Chile, SA Vastgoed One - Sociedade Imobiliária, SA |
Maia Maia |
100.00% 100.00% |
50.00% 50.00% |
100.00% 100.00% |
50.00% 50.00% |
- - |
- - |
| - | ||||||||
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA Lidergraf - Artes Gráficas, Lda |
Maia Vila do Conde |
100.00% 24.50% |
50.00% 24.50% |
100.00% 24.50% |
50.00% 24.50% |
891,317 | - 690,582 |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 19,654,903 | 11,386,011 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Energy | ||||||||
| 2) | Feneralt – Produção de Energia, ACE | Barcelos | 25.00% | 25.00% | - | - | 107,130 | - |
| 2) 3) |
Powercer – Sociedade de Cogeração da Vialonga, SA |
Lisbon | 30.00% | 30.00% | - | - | - | - |
Total 20,730,694 12,458,452
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments.
2) Company acquired in March 2014; 3) Company liquidated in December 2014
Associated and jointly controlled companies are consolidated using the equity
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of
As at 31 December 2014 and 2013, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Total Assets | 688,065,258 | 668,902,549 |
| Total Liabilities | 583,955,642 | 590,182,432 |
| Income Expenses |
115,284,242 88,388,616 |
128,281,701 112,365,691 |
During the periods ended 31 December 2014 and 2013, movements in investments of associated and jointly controlled companies may be summarized as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Opening balance as at 1 January | 12,490,395 | 4,697,978 |
| Acquisitions in the period | 1,249,300 | 37,000 |
| Disposals in the period | (1,108,498) | - |
| Equity method | 8,157,927 | 7,755,417 |
| Dividends received | (26,486) | - |
| Change in the consolidation method | - | - |
| Closing balance as at 31 December | 20,762,638 | 12,490,395 |
| Accumulated impairment losses (Note 32) | (31,944) 20,730,694 |
(31,943) 12,458,452 |
The use of the equity method had the following impacts: 8,223,458 euro recorded on share of results of associated undertakings (5,060,825 euro at 31 December 2013), and -65,531 euro in changes in reserves (2,694,592 euro at 31 December 2013).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 31 December 2014 and 2013 are made up as follows:
| Percentage of capital held 31 December 2014 |
31 December 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Head | 31 December | 31 December | |||||
| Company Tourism |
Office | Direct | Total | Direct | Total | 2014 | 2013 |
| Infratroia – Emp. de Infraest. de Troia, E.N. |
Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 |
| Other Assets | |||||||
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 22.57% | 22.57% | 25.85% | 25.85% | 33,493,884 | 38,654,123 |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0.06% | 0.06% | 0.06% | 0.06% | 124,892 | 124,892 |
| Net, SA | Lisbon | 2.80% | 2.80% | 2.80% | 2.80% | 23,034 | 11,132 |
| Fundo de Capital de Risco F-HITEC | Lisbon | 6.48% | 6.48% | 6.48% | 6.48% | 250,950 | 250,000 |
| Other investments | 123,985 | 435,204 | |||||
| Total (Note 9) | 34,081,492 | 39,540,098 |
Sonae Capital sold in 2014 a total of 6,237 units of the Imosede Real Estate
On 31 December 2014, the unit value of the Imosede Real Estate Investment Fund units amounts to 779.9796 euro (785.9884 euro on 31 December 2013).
Sonae Capital has no representative on the Board of Directors of the fund manager (Sonaegest - Soc.Gest.Fundos Investimentos), thus have no management influence in Imosede Real Estate Investment Fund, which is why this investment is recorded at fair value in equity.
Main changes to the consolidation perimeter over the twelve months period ended
| Percentage of capital held At the date of acquisition |
||||||
|---|---|---|---|---|---|---|
| Company | Head Office | Direct | Total | |||
| Atelgen – Produção de Energia, ACE | Barcelos | 51,00% | 51,00% | |||
| Carvemagere – Manutenção e Energias Renováveis, Lda | Barcelos | 65,00% | 65,00% | |||
| Companhia Térmica Hectare ACE | Alcochete | 100,00% | 100,00% | |||
| Companhia Térmica do Serrado, ACE | Maia | 70,00% | 70,00% | |||
| Companhia Térmica Tagol Lda | Oeiras | 95,00% | 95,00% | |||
| C.T.E. – Central Termoeléctrica, Lda | Maia | 100,00% | 100,00% | |||
| Enerlousado – Recursos Energéticos, Lda | Maia | 100,00% | 100,00% | |||
| Ronfegen – Recursos Energéticos, Lda Soternix – Produção de Energia ACE |
Maia Barcelos |
100,00% 51,00% |
100,00% 51,00% |
Impacts in the consolidated financial statements at the acquisition date and 31
| Acquisition Date | 31 December 2014 | |
|---|---|---|
| Net assets acquired | ||
| Tangible and intangible assets | 6,315,082 | 5,075,408 |
| Other assets | 10,235,315 | 9,775,415 |
| Cash and cash equivalents | 6,318,519 | 287,497 |
| Other liabilities | (14,326,852) | (10,853,047) |
| 8,542,064 | 4,285,273 | |
| Goodwill (Note 12) | 8,031 | |
| Gain/(loss) on acquisition | 279,690 | |
| Acquisition price | 8,270,405 | |
| Payments made | 8,270,405 | |
| Net cash flow from the acquisition | ||
| Payments made | 8,270,405 | |
| Cash and equivalents acquired | (6,318,519) 1,951,886 |
|
Financial Instruments, in accordance with the policies described in Note 2.1, were
| Financial Instruments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial Assets | Note | Borrowings and accounts |
Available for sale |
Investments held to |
Sub-total | Assets not covered by |
Total | ||
| receivable | maturity | IFRS 7 | |||||||
| As at 31 de December 2014 | |||||||||
| Non-Current Assets | |||||||||
| Other Investments | 13 | - | 34,081,492 | - | 34,081,492 | - | 34,081,492 | ||
| Other non-current assets | 14 | 20,653,819 | - | - | 20,653,819 | - | 20,653,819 | ||
| 20,653,819 | 34,081,492 | - | 54,735,311 | - | 54,735,311 | ||||
| Current Assets | |||||||||
| Trade account receivables | 16 | 25,980,899 | - | - | 25,980,899 | - | 25,980,899 | ||
| Other debtors | 17 | 10,904,150 | - | - | 10,904,150 | - | 10,904,150 | ||
| Cash and cash equivalents | 21 | 9,327,550 | - | - | 9,327,550 | - | 9,327,550 | ||
| 46,212,599 | - | - | 46,212,599 | - | 46,212,599 | ||||
| As at 31 de December 2013 | 66,866,418 | 34,081,492 | - | 100,947,910 | - | 100,947,910 | |||
| Non-Current Assets | |||||||||
| Other Investments | 13 | - | 39,540,098 | - | 39,540,098 | - | 39,540,098 | ||
| Other non-current assets | 14 | 19,570,690 | - | - | 19,570,690 | - | 19,570,690 | ||
| 19,570,690 | 39,540,098 | - | 59,110,788 | - | 59,110,788 | ||||
| Current Assets | |||||||||
| Trade account receivables Other debtors |
16 17 |
20,872,540 8,951,082 |
- - |
- - |
20,872,540 8,951,082 |
- - |
20,872,540 8,951,082 |
||
| Cash and cash equivalents | 21 | 2,997,963 | - | - | 2,997,963 | - | 2,997,963 | ||
| 32,821,585 | - | - | 32,821,585 | - | 32,821,585 | ||||
| 52,392,275 | 39,540,098 | - | 91,932,373 | - | 91,932,373 | ||||
| Financial Liabilities | Note | Financial liabilities recorded at amortised cost |
Liabilities not covered by IFRS 7 |
Total | |||||
| As at 31 de December 2014 | |||||||||
| Non-Current Liabilities | |||||||||
| Bank Loans | 24 | 78,223,573 | - | 78,223,573 | |||||
| Bonds Other loans |
24 24 |
101,891,291 19,455,369 |
- - |
101,891,291 19,455,369 |
|||||
| Other non-current liabilities | 27 | 2,740,634 | 333,229 | 3,073,863 | |||||
| 202,310,867 | 333,229 | 202,644,096 | |||||||
| Current Liabilities | |||||||||
| Bank Loans | 21 and 24 | 39,992,932 | - | 39,992,932 | |||||
| Other loans Trade Creditors |
24 29 |
4,225,641 17,028,403 |
- - |
4,225,641 17,028,403 |
|||||
| Other current liabilities | 30 | 3,517,225 | 4,458,443 | 7,975,668 | |||||
| 64,764,201 | 4,458,443 | 69,222,644 | |||||||
| 267,075,068 | 4,791,672 | 271,866,740 | |||||||
| Financial Liabilities | Note | Financial liabilities recorded at amortised cost |
Liabilities not covered by IFRS 7 |
Total | |||||
| As at 31 de December 2013 | |||||||||
| Non-Current Liabilities | |||||||||
| Bank Loans Bonds |
24 24 |
68,961,416 59,773,468 |
- - |
68,961,416 59,773,468 |
|||||
| Other loans | 24 and 25 | 24,233,817 | - | 24,233,817 | |||||
| Other non-current liabilities | 27 | 2,764,815 | 492,056 | 3,256,871 | |||||
| 155,733,516 | 492,056 | 156,225,572 | |||||||
| Current Liabilities | |||||||||
| Bank Loans Other loans |
21 and 24 24 and 25 |
92,405,686 3,645,254 |
- - |
92,405,686 3,645,254 |
|||||
| Trade Creditors | 29 | 15,756,800 | - | 15,756,800 | |||||
| Other current liabilities | 30 | 3,691,809 | 3,311,719 | 7,003,528 | |||||
| 115,499,549 | 3,311,719 | 118,811,268 | |||||||
271,233,065 3,803,775 275,036,840
During the periods ended 31 December 2014 and 2013, movements in tangible assets as well as in amortisation and accumulated impairment losses, are made up as
| Tangible Assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery |
Vehicles | Fixtures and Fittings |
Others | Tangible Assets in progress |
Total Tangible Assets |
|||
| Gross Cost: Opening balance as at 1 January 2013 |
224,267,701 | 143,390,611 | 1,575,702 | 5,279,052 | 2,416,107 | 12,105,832 | 389,035,005 | ||
| Changes in consolidation perimeter (companies out) |
- | (2,734,013) | - | (160,156) | (8,259) | (75) | (2,902,503) | ||
| Capital expenditure | 346,148 | 31,992 | 105,907 | 7,028 | 22,897 | 5,889,511 | 6,403,483 | ||
| Disposals | (686,162) | (1,975,372) | (71,012) | (315,868) | (41,255) | - | (3,089,669) | ||
| Exchange rate effect | - | (8,506) | (19,543) | (9,629) | (11,926) | - | (49,604) | ||
| Transfers | 753,792 | 1,587,128 | (3,416) | 34,703 | (460,862) | (1,952,906) | (41,561) | ||
| Opening balance as at 1 January 2014 |
224,681,479 | 140,291,840 | 1,587,638 | 4,835,130 | 1,916,702 | 16,042,362 | 389,355,151 | ||
| Changes in consolidation perimeter (companies in) |
1,640,691 | 23,267,301 | - | 88,429 | 248,629 | 36,043 | 25,281,093 | ||
| Capital expenditure | 469,457 | 138,143 | 149,422 | 7,472 | 4,603 | 7,469,510 | 8,238,607 | ||
| Disposals | (4,648,543) | (1,864,164) | (278,491) | (227,287) | (59,360) | (1,285) | (7,079,130) | ||
| Exchange rate effect | - | 7,179 | 30,832 | 3,111 | 1,600 | - | 42,722 | ||
| Transfers | 146,364 | 11,101,616 | 3,938 | 299,174 | 85,603 | (11,666,444) | (29,749) | ||
| Closing balance as at 31 December 2014 |
222,289,448 | 172,941,915 | 1,493,339 | 5,006,029 | 2,197,777 | 11,880,186 | 415,808,694 | ||
| Accumulated depreciation and impairment losses |
|||||||||
| Opening balance as at 1 January 2013 |
83,711,012 | 51,608,110 | 1,172,868 | 4,408,828 | 2,016,737 | - | 142,917,555 | ||
| Changes in consolidation perimeter (companies out) |
- | (1,554,946) | - | (125,065) | (8,255) | - | (1,688,266) | ||
| Charges for the period 1) | 2,710,298 | 9,225,383 | 219,520 | 279,858 | 68,930 | - | 12,503,989 | ||
| Disposals 2) | (44,056) | (1,634,102) | (70,494) | (299,818) | (41,283) | - | (2,089,753) | ||
| Exchange rate effect | - | (3,001) | (10,554) | (6,915) | (6,850) | - | (27,320) | ||
| Transfers | (139) | (253,821) | (20,686) | (51,950) | (486,687) | - | (813,282) | ||
| Opening balance as at 1 January 2014 |
86,377,115 | 57,387,623 | 1,290,654 | 4,204,938 | 1,542,592 | - | 150,802,923 | ||
| Changes in consolidation perimeter (companies in) |
1,419,542 | 18,540,649 | - | 87,484 | 178,843 | - | 20,226,518 | ||
| Charges for the period 1) | 5,779,261 | 11,180,186 | 214,094 | 208,818 | 83,977 | - | 17,466,336 | ||
| Disposals 2) | (11,534,915) | (1,192,951) | (263,419) | (219,410) | (49,123) | - | (13,259,818) | ||
| Exchange rate effect | - | 1,646 | 19,427 | 1,406 | 617 | - | 23,096 | ||
| Transfers | (80,619) | (10,842) | - | (64,207) | (5,409) | - | (161,077) | ||
| Closing balance as at 31 December 2014 |
81,960,384 | 85,906,311 | 1,260,756 | 4,219,029 | 1,751,497 | - | 175,097,978 | ||
| Carrying amount | |||||||||
| As at 31 December 2013 | 138,304,364 | 82,904,217 | 296,984 | 630,192 | 374,110 | 16,042,362 | 238,552,228 |
1) Includes impairment losses amounting to 3.384.666 euro (299,832 euro at December 2013) 2) Includes reversal of impairment losses amounting to 10,730,690 (136,248 euro at December 2013). These reversals recognized in net income for the year are not based on fixed assets revalued previously.
Impairment losses and reversals of impairment losses for the year 2014 are calculated from the assessments of the property assets of Sonae Capital Group, carried out by "Cushman & Wakefield – Consultoria Imobiliária, Unipessoal, Lda."
The acquisition cost of Tangible assets held by the Group under finance lease contracts amounted as at 31 December 2014 to 37,202,293 euro (37,383,648 euro at 31 December 2013) and their net book value as of those dates amounted to 24,763,859 euro and 26,818,349 euro, respectively (Note 25).
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Tróia | 7,624,730 | 7,322,147 |
| Cogeneration Project | 1,555,061 | - |
| Photovoltaic Project | - | 7,412,790 |
| Others | 2,700,395 | 1,307,425 |
| 11,880,186 | 16,042,362 |
During the periods ended 31 December 2014 and 2013, movements in intangible assets as well as in amortisation and accumulated impairment losses, are made up as
| Intangible Assets | |||||
|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Others | Intangible Assets in progress |
Total Intangible Assets |
|
| Gross Cost: | |||||
| Opening balance as at 1 January 2013 | 7,988,257 | 1,607,278 | 9,422 | 645,440 | 10,250,397 |
| Changes in consolidation perimeter (companies out) | (153,528) | (31,007) | - | - | (184,535) |
| Capital expenditure | - | 2,266 | - | 434,583 | 436,849 |
| Disposals | (15,868) | (11,639) | - | - | (27,507) |
| Exchange rate effect | - | (3,761) | - | - | (3,761) |
| Transfers | 15,176 | 648,660 | - | (644,367) | 19,469 |
| Opening balance as at 1 January 2014 | 7,834,037 | 2,211,797 | 9,422 | 435,656 | 10,490,912 |
| Changes in consolidation perimeter (companies in) | - | - | 109,750 | - | 109,750 |
| Capital expenditure | - | 9,429 | 171,855 | 530,218 | 711,502 |
| Disposals | - | (45,916) | (163,541) | - | (209,457) |
| Exchange rate effect | - | 463 | - | - | 463 |
| Transfers Closing balance as at 31 December 2014 |
12,721 7,846,758 |
701,816 2,877,589 |
339,372 466,858 |
(748,377) 217,498 |
305,533 11,408,703 |
| Accumulated depreciation and impairment losses | |||||
| Opening balance as at 1 January 2013 | 1,172,261 | 1,238,919 | 8,155 | - | 2,419,335 |
| Changes in consolidation perimeter (companies out) | (153,528) | (29,755) | - | - | (183,283) |
| Charges for the period | 195,388 | 328,333 | 633 | - | 524,354 |
| Disposals | (6,669) | (6,390) | - | - | (13,059) |
| Exchange rate effect | - | (2,261) | - | - | (2,261) |
| Transfers | - | - | - | - | - |
| Opening balance as at 1 January 2014 | 1,207,452 | 1,528,846 | 8,788 | - | 2,745,086 |
| Charges for the period | 196,565 | 511,066 | 633 | - | 708,264 |
| Disposals | - | (45,914) | - | - | (45,914) |
| Exchange rate effect | - | 302 | - | - | 302 |
| Transfers Closing balance as at 31 December 2014 |
(23,654) 1,380,363 |
- 1,994,300 |
- 9,421 |
- - |
(23,654) 3,384,083 |
| Carrying amount | |||||
| As at 31 December 2013 As at 31 December 2014 |
6,626,585 6,466,396 |
682,951 883,290 |
634 457,437 |
435,656 217,498 |
7,745,826 8,024,620 |
As at December 2014 net assets of Marina de Troia amount to 5,994,383 euro (6,141,720 euro at December 2013).
"APSS – Administração dos Portos de Setúbal e Sesimbra, SA" (APSS) signed in 2007 with an affiliated company a service concession arrangement to build and operate, in the public interest, a marina and support services in Troia, during a period of 50 years from the date of entry into operation. This period may be extended a maximum of 10 years if agreed between the parties. At the end of the service concession arrangement the concession will revert to APSS at no consideration, with some exceptions in the arrangement.
The Group has the right to charge fees for services to be provided under the concession. Maximum fee limits must be approved by the grantor based on a proposal submitted by the Group.
During the concession period the Group has a contractual obligation to maintain the infrastructure in a specific level of serviceability and pays the grantor a fixed fee and a variable fee, the latter based on revenues charged for the service provided.
The grantor may cancel the service concession arrangement whenever public interest is affected, provided that at least the contractual period is over and with at least 1 year notice, in which case the Group is entitled to compensation equal to the net book value of the infrastructure plus lost revenue calculated in accordance with
During the periods ended 31 December 2014 and 2013, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,283,809 | 62,290,239 |
| Increases - acquisition of affiliated companies | 8,031 | - |
| Decreases - disposals of affiliated companies | - | (6,430) |
| Closing balance | 62,291,840 | 62,283,809 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 |
| - | ||
| Total | 60,990,244 | 60,982,213 |
Impairment tests on Goodwill, as at 31 December 2014, consisted in calculating the fair value minus costs to sell each cash generating unit.
Regarding Goodwill of the Tourism business segment, projections of the sales value of units were used (discounted to present value).
As for the remaining Goodwill, which mostly regards Other Assets, discounted cash flows, for a five year period, were used, calculating a perpetuity and discounting cash flows up to the date of the present consolidated financial statements. Discount rates used correspond to the weighted average cost of capital (WACC). WACC's used range from [10,4% and 12.2%] and the growth rate in perpetuity was zero.
As at 31 December 2014 and 2013, Goodwill may be split as follows:
| Tourism Energy Refrigeration and HVAC Other Assets Holding and Others |
31 December 2014 24,393,763 622,829 9,622,339 12,299,160 14,052,153 |
31 December 2013 24,393,763 614,798 9,622,339 12,299,160 14,052,153 |
|---|---|---|
| 60,990,244 | 60,982,213 |
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Investments at acquisition cost | ||||
| Opening balance as at 1 January | 8,071,101 | - | 8,223,418 | - |
| Acquisitions in the period | 17,742 | - | 122 | - |
| Disposals in the period | (7,652,356) | - | (152,525) | - |
| Transfers | 442,959 | - | 86 | - |
| Closing balance as at 31 December | 879,446 | - | 8,071,101 | - |
| Accumulated impairment losses (Note 32) | (291,838) | - | (7,707,935) | - |
| 587,608 | - | 363,166 | - | |
| Investments held for sale | ||||
| Fair value as at 1 January | 39,305,931 | - | 49,938,723 | - |
| Disposals in the period | (5,221,742) | - | (9,919,661) | - |
| Transfers | (430,200) | - | - | - |
| Increase/(decrease) in fair value | (160,105) | - | (713,131) | - |
| Fair value as at 31 December Accumulated impairment losses (Note 32) |
33,493,884 - |
- - |
39,305,931 (128,999) |
- - |
| Fair value (net of impairment losses) as at 31 December |
33,493,884 | - | 39,176,932 | - |
| Other Investments | 34,081,492 | - | 39,540,098 | - |
The amounts shown under fair value related to the Imosede Fund (note 7).
The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not
These investments are recorded at acquisition cost less impairment losses.
In 2014 Delphinus - Soc.Turism.Div.Tróia, SA was dissolved, the company had a gross value of shareholding of € 7,336,726 and an impairment loss of the same
As at 31 December 2014 and 2013, other non-current assets are detailed as follows:
| 31 December 2013 |
|---|
| 17,740,756 |
| 691,505 |
| 18,432,261 |
| (34,916) |
| 18,397,345 |
| 1,173,345 |
| 1,173,345 |
| 19,570,690 |
| 31 December 2014 18,647,695 756,075 19,403,770 (34,916) 19,368,855 1,284,964 1,284,964 20,653,818 |
Generally, values included in other non-current assets bear interest at market rates, and it is estimated that their fair value does not significantly differ from amounts in
As at 31 December 2014 and 2013, the ageing of Trade accounts receivable and
| Trade accounts receivable and other debtors | ||||
|---|---|---|---|---|
| 31 December 2014 | 31 December 2013 | |||
| Not due | 139,634 | 28,015 | ||
| Due but not impaired | ||||
| < 6 months | - | - | ||
| 6 - 12 months | - | - | ||
| > 1 year | 1,145,330 | 1,145,330 | ||
| 1,145,330 | 1,145,330 | |||
| Due and impaired | ||||
| > 1 year | - | - | ||
| 1,284,964 | 1,173,345 | |||
Loans granted to related parties do not have a defined maturity, and therefore are
Inventories as at 31 December 2014 and 2013 can be detailed as follows, highlighting the value attributable to real estate developments:
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,022,596 | - | 1,162,725 | - |
| Goods for sale | 31,110,475 | 29,736,226 | 32,155,488 | 30,045,640 |
| Finished goods | 53,463,323 | 53,463,323 | 68,373,552 | 68,373,552 |
| Work in progress | 78,258,356 | 76,373,416 | 80,964,110 | 77,147,748 |
| 163,854,750 | 159,572,965 | 182,655,875 | 175,566,940 | |
| Accumulated impairment losses on stocks (Note 32) | (6,292,456) 157,562,294 |
(6,242,656) 153,330,309 |
(3,725,862) 178,930,013 |
(3,434,621) 172,132,319 |
Cost of goods sold as at 31 December 2014 and 2013 amounted to 63,129,092 euro and 40,829,087 euro, respectively, and may be detailed as follows:
| 31 December 2013 |
|---|
| 34,308,043 |
| (67,939) |
| - |
| 39,877,917 |
| (250,061) |
| 33,318,213 |
| 40,549,747 |
| 280,072 |
| (732) 40,829,087 |
| 31 December 2014 33,318,213 60,429 32,496 59,054,547 444,945 32,133,071 60,777,559 2,945,370 (593,837) 63,129,092 |
Impairment losses and reversals of impairment losses for the year 2014 are calculated from the assessments of the property assets of Sonae Capital Group, carried out by "Cushman & Wakefield – Consultoria Imobiliária, Unipessoal, Lda."
As at 31 December 2014 and 2013, trade accounts receivable and other current
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Trade accounts receivable | ||
| Tourism | 2,571,593 | 2,792,872 |
| Energy | 7,690,350 | 2,654,448 |
| Refrigeration and HVAC | 18,103,985 | 17,433,576 |
| Other Assets | 57,861 | 230,406 |
| Holding and Others | 27,555 | 79,601 |
| 28,451,345 | 23,190,903 | |
| Trade Debtors, bills receivable | - | 191,545 |
| Doubtful debtors | 1,886,033 | 3,529,097 |
| 30,337,378 | 26,911,545 | |
| Accumulated impairment losses on Trade Debtors (Note 32) Total Operations |
(4,356,479) 25,980,899 |
(6,039,005) 20,872,540 |
In the normal course of activity collection risk may arise in Trade debtors. The amounts presented on the face of the balance sheet are net of impairment losses, which were estimated based on the Group's experience and on the assessment of present economic conditions. As a result, amounts disclosed in Trade debtors reflect
As at 31 December 2014 we do not have any reason to believe that normal collection times regarding trade accounts receivable not due for which there are no impairment losses will not be met.
As at 31 December 2014 and 2013, the ageing of Trade Accounts Receivables can be detailed as follows:
| Trade Accounts Receivable | ||||||
|---|---|---|---|---|---|---|
| 31 December 2014 | Tourism | Energy | Refrigeration and HVAC |
Other Assets | Holding and Others |
Total |
| Not Due | 549,517 | 5,982,653 | 11,162,845 | 6,182 | 11,014 | 17,712,211 |
| Due but not impaired | ||||||
| 0 - 30 days | 157,725 | 496,339 | 3,069,202 | 23,400 | 1,218 | 3,747,884 |
| 30 - 90 days | 320,230 | 209,254 | 1,268,984 | 2,179 | 4,661 | 1,805,308 |
| + 90 days | 332,899 | 1,002,105 | 1,358,426 | 5,361 | 10,662 | 2,709,453 |
| Total | 810,854 | 1,707,698 | 5,696,612 | 30,940 | 16,541 | 8,262,645 |
| Due and impaired | ||||||
| 0 - 90 days | 76,650 | - | 73,069 | 3,195 | - | 152,914 |
| 90 - 180 days | 96,085 | - | 19,998 | 3,344 | - | 119,427 |
| 180 - 360 days | 60,189 | - | 52,112 | 77,930 | - | 190,231 |
| + 360 days | 1,327,962 | - | 2,171,511 | 306,969 | 93,508 | 3,899,950 |
| Total Total accumulated before impairments |
1,560,886 2,921,257 |
- 7,690,351 |
2,316,690 19,176,147 |
391,438 428,560 |
93,508 121,063 |
4,362,522 30,337,378 |
| 31 December 2013 | Tourism | Energy | Refrigeration and HVAC |
Other Assets | Holding and Others |
Total |
| Not Due | 644,249 | 1,480,506 | 11,426,115 | 102,448 | 49,644 | 13,702,962 |
| Due but not impaired | ||||||
| 0 - 30 days | 363,748 | 1,142,080 | 2,171,268 | 65,263 | - | 3,742,359 |
| 30 - 90 days | 197,535 | 9,290 | 1,188,466 | 3,540 | 23,740 | 1,422,571 |
| + 90 days | 273,143 | 22,573 | 1,245,968 | 55,840 | 6,217 | 1,603,741 |
| Total | 834,426 | 1,173,943 | 4,605,702 | 124,643 | 29,957 | 6,768,671 |
| Due and impaired | ||||||
| 0 - 90 days | 88,515 | - | 188,491 | 1,814 | - | 278,820 |
| 90 - 180 days | 53,503 | - | 13,084 | - | - | 66,587 |
| 180 - 360 days | 178,960 | - | 16,329 | - | - | 195,289 |
| + 360 days | 2,600,325 | - | 2,822,109 | 383,274 | 93,508 | 5,899,216 |
| Total Total accumulated before impairments |
2,921,303 4,399,978 |
- 2,654,449 |
3,040,013 19,071,830 |
385,088 612,179 |
93,508 173,109 |
6,439,912 26,911,545 |
To determine the recoverability of Trade accounts receivable, the Group reviews all changes to the credit quality of its counterparties since the date of the credit to the date of reporting consolidated financial statements. Credit risk is not concentrated because of the significant number of trade debtors. The Group thus believes that credit risk does not exceed recorded impairment losses for trade accounts
As at 31 December 2014 and 2013, other debtors are made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to and other amounts | ||
| to be received from related parties | ||
| Others | 167,444 | 70,058 |
| 167,444 | 70,058 | |
| Other Debtors | ||
| Suppliers with a debtor balance | 610,343 | 850,602 |
| Sale of assets | 10,659 | 9,678 |
| Sale of financial investments | 5,394,384 | 4,804,214 |
| Others | 11,077,668 | 10,923,538 |
| 17,093,054 | 16,588,032 | |
| Other Debtors | 17,260,498 | 16,658,090 |
| Accumulated impairment losses on Other Debtors (Note 32) Total financial instruments (Note 9) |
(6,356,348) 10,904,150 |
(7,707,008) 8,951,082 |
| Total Operations | 10,904,150 | 8,951,082 |
Loans granted to related parties bear interest at market rates.
As at 31 December 2014 and 2013, ageing of other debtors can be summarised as follows:
| Other Debtors | |||
|---|---|---|---|
| 31 December 2014 | 31 December 2013 | ||
| Not Due | 2,499,776 | 3,910,621 | |
| Due but not impaired | |||
| 0 - 30 days | 891,355 | 460,772 | |
| 30 - 90 days | 3,029,580 | 2,055,552 | |
| + 90 days | 4,345,635 | 2,551,783 | |
| Total | 8,266,570 | 5,068,107 | |
| Due and impaired | |||
| 0 - 90 days | 70,140 | - | |
| 90 - 180 days 180 - 360 days + 360 days Total Total accumulated before impairments |
- - 6,256,567 6,326,707 17,093,053 |
9,723 - 7,599,581 7,609,304 16,588,032 |
As at 31 December 2014 we do not have any reason to believe that normal collection times regarding other debtors not due, and for which there are no impairment losses, will not be met.
As at 31 December 2014 and 2013, taxes recoverable and taxes and contributions payable are made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Tax recoverable | ||
| Income taxation - payments on account and amounts withheld | 10,270,836 | 5,462,166 |
| VAT | 5,474,207 | 6,610,330 |
| Other taxes Total Operations |
931,212 16,676,255 |
768,875 12,841,371 |
| Taxes and contributions payable | ||
| Income taxation | 6,495,689 | 3,684,314 |
| VAT | 1,740,445 | 1,340,955 |
| Income taxation - amounts withheld | 727,284 | 1,189,808 |
| Social security contributions | 533,850 | 625,393 |
| Other taxes Total Operations |
70,687 9,567,955 |
166,761 7,007,231 |
As at 31 December 2014 and 2013, other current assets are made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Interest receivable | 988,617 | 965,460 |
| Invoices to be issued for services rendered | 2,265,426 | 147,497 |
| Deferred costs - External supplies and services | 1,419,585 | 895,653 |
| Deferred costs - Rents | 282,514 | 264,345 |
| Other current assets | 1,674,451 | 1,534,458 |
| Total Accumulated | 6,630,593 | 3,807,413 |
Deferred tax assets and liabilities as at 31 December 2014 and 2013 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 December 2014 |
31 December 2013 |
31 December 2014 |
31 December 2013 |
|
| Amortisation and Depreciation harmonisation adjustments | 767,399 | 884,314 | 3,145,808 | 2,783,003 |
| Provisions and impairment losses of non-tax deductible | 6,762,992 | 8,934,857 | - | - |
| Write off of tangible and intangible assets | 71,250 | 325,774 | - | - |
| Write off of accruals | - | 126,853 | - | - |
| Revaluation of tangible assets | - | - | 94,169 | 103,166 |
| Tax losses carried forward | 16,063,686 | 15,843,605 | - | - |
| Financial instruments | - | - | 1,066,862 | 1,276,624 |
| Write off of stocks Taxable temporary differences arising from the fair |
- - |
- - |
906,974 7,141,626 |
931,724 7,150,724 |
| value of non-current liabilities | ||||
| Others | 53,111 23,718,438 |
71,126 26,186,529 |
(646,156) 11,709,283 |
336,618 12,581,859 |
During the periods ended 31 December 2014 and 2013, movements in deferred tax are as follows:
| Deferred tax assets Deferred tax liabilities 31 December 31 December 31 December 31 December 2014 2013 2014 2013 Opening balance 26,186,529 27,849,077 12,581,859 14,344,526 Effect in results (Note 43): - - - - Amortisation and Depreciation harmonisation (48,701) (69,339) 642,432 568,272 adjustments Provisions and impairment losses of non-tax - (243,412) - (40,234) deductible Write off of tangible and intangible assets (248,190) (267,100) - - Write off of accruals (126,853) (136,385) - - Revaluation of tangible assets - - (10,450) - Tax losses carried forward 1,035,957 1,495,475 - - Impairment of Assets (1,446,718) - - - Financial Instruments - - - (1,024,386) Changes in tax rates (1,619,022) (2,033,518) (1,036,795) (1,035,190) Others (24,975) (150,185) (358,075) (51,787) (2,478,502) (1,404,464) (762,888) (1,583,325) Effect in reserves: Financial Instruments - - (108,707) (178,282) Others (11,384) - (626) (1,060) (11,384) - (109,333) (179,342) Changes in consolidation perimeter 21,796 (258,084) - - Others - - (354) - Closing balance 23,718,438 26,186,529 11,709,284 12,581,859 |
||||
|---|---|---|---|---|
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 December 2014 and 2013, and using exchange rates effective at that time, tax losses carried forward
| 30 December 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses | Deferred tax | Time | Tax losses | Deferred tax | Time | |
| carried forward | assets | limit | carried forward | assets | limit | |
| With limited time use | ||||||
| Generated in 2008 | - | - | 2014 | 1,105,341 | 254,228 | 2014 |
| Generated in 2009 | 3,853,149 | 809,161 | 2015 | 6,379,907 | 1,467,379 | 2015 |
| Generated in 2010 | - | - | 2014 | 18,328,751 | 4,215,613 | 2014 |
| Generated in 2011 | 16,629,456 | 3,492,186 | 2015 | 17,938,869 | 4,125,940 | 2015 |
| Generated in 2012 | 19,769,442 | 4,151,583 | 2017 | 16,006,259 | 3,681,440 | 2017 |
| Generated in 2013 | 18,088,306 | 3,798,544 | 2018 | 9,126,112 | 2,099,006 | 2018 |
| Generated in 2014 | 18,153,387 | 3,812,212 | 2026 | - | - | |
| With a time limit different from | 76,493,740 - |
16,063,686 - |
68,885,239 - |
15,843,605 - |
||
| the above mentioned | 76,493,740 | 16,063,686 | 68,885,239 | 15,843,605 | ||
As at 31 December 2014 and 2013, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 31 December 2014, tax losses carried forward amounting to 109,866,615 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 31 December 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried |
Tax Credit | Time limit |
Tax losses carried |
Tax Credit | Time limit |
|
| forward | forward | |||||
| With limited time use | ||||||
| Generated in 2008 | - | - | 2014 | 33,053,902 | 7,602,397 | 2014 |
| Generated in 2009 | 37,739,388 | 7,925,271 | 2015 | 35,694,882 | 8,209,823 | 2015 |
| Generated in 2010 | - | - | 2014 | 16,443,812 | 3,782,077 | 2014 |
| Generated in 2011 | 16,920,254 | 3,553,253 | 2015 | 18,024,594 | 4,145,657 | 2015 |
| Generated in 2012 | 14,136,576 | 2,968,681 | 2017 | 19,508,597 | 4,486,977 | 2017 |
| Generated in 2013 | 22,115,430 | 4,644,240 | 2018 | 36,378,392 | 8,367,030 | 2018 |
| Generated in 2014 | 70,534 90,982,182 |
14,812 19,106,258 |
2026 | - 159,104,179 |
- 36,593,961 |
|
| Without limited time use With a time limit different |
- 18,884,433 |
- 4,819,618 |
1,186,715 14,997,872 |
395,532 4,318,664 |
||
| from the above mentioned | ||||||
| 18,884,433 | 4,819,618 | 16,184,587 | 4,714,196 | |||
| 109,866,615 | 23,925,876 | 175,288,767 | 41,308,157 |
As at 31 December 2014 and 2013, cash and cash equivalents can be detailed as
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| 84,252 | ||
| 2,901,739 | ||
| 11,972 | ||
| 2,997,963 | ||
| (75,657) 2,922,307 |
||
| 132,458 9,184,154 10,938 9,327,550 (1,178,675) 8,148,875 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 24).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
As at 31 December 2014, Sonae Capital SGPS, S.A. owns 6,068,850 own shares (5,119,562 own shares at 31 December 2013) booked for 1,486,301 euro (1,124,125 euro at 31 December 2013).
The in non-controlling interests in the periods ended 31 December 2014 and 2013 are as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Demerger reserve | 132.638.253 | 132.638.253 |
| Translation reserves | (130.882) | (189.622) |
| Fair value reserves | (750.961) | (590.856) |
| Hedging reserves | (239.276) | (1.166.854) |
| Other reserves and retained earnings Reserves and retained earnings |
(75.237.394) 56.279.740 |
(62.056.375) 68.634.546 |
Demerger reserve The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital
Translation reserves The reserve is made up by the conversion into euro of the financial statements of the subsidiaries that have other functional currency.
Fair Value Reserves
Hedging Reserve This reserve is made up by the fair value of hedging derivatives and the respective
Movements in non-controlling interests in the periods ended 31 December 2014 and
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Opening balance as at 1 January | 8,850,291 | 8,707,639 |
| Changes in hedging reserves | 12,699 | 16,215 |
| Changes in the percentage of capital held in affiliated companies | 679,088 | 548,518 |
| Changes resulting from currency translation | 20,118 | (68,547) |
| Dividends paid | (721,525) | (304,254) |
| Others | 174 | - |
| Profit for the period attributable to minority interests Closing balance |
535,019 9,375,864 |
(49,280) 8,850,291 |
As at 31 December 2014 and 2013, Borrowings are made up as follows:
| 31 December 2014 | 31 December 2013 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | ||||
| Current | Non-Current | Current | Non-Current | Repayable on | |
| Bank loans | 17,250,000 | - | 75,000,000 | - | |
| Sonae Capital SGPS - commercial paper a) | 8,250,000 | - | 8,250,000 | - | Mar/2018 |
| Sonae Capital SGPS - commercial paper d) | - | 28,900,000 | - | 12,650,000 | Dec/2015 |
| Sonae Capital SGPS - commercial paper b) | Aug/2016 | ||||
| Sonae Capital SGPS - commercial paper c) | - | 30,000,000 | - | 30,000,000 | Dec/2017 |
| Sonae Capital SGPS - commercial paper f) | 3,500,000 | 4,750,000 | - | - | Mai/2017 |
| Sonae Capital SGPS - commercial paper g) | 4,000,000 | - | - | - | Feb/2016 |
| Sonae Capital SGPS e) | 3,290,000 | 12,337,500 | 7,000,000 | 24,000,000 | Set/2019 |
| Up-front fees | - | (415,978) | - | (552,029) | |
| Others | 2,524,257 | 2,652,051 | 2,080,029 | 2,863,444 | |
| 38,814,257 | 78,223,573 | 92,330,029 | 68,961,416 | ||
| Bank overdrafts (Note 21) Bank loans |
1,178,675 39,992,932 |
- 78,223,573 |
75,657 92,405,686 |
- 68,961,416 |
|
| Bond Loans | |||||
| Sonae Capital 2011/2016 Bonds | - | 10,000,000 | - | 10,000,000 | Jan/2016 |
| Sonae Capital 2014/2019 Bonds | - | 42,500,000 | - | 50,000,000 | Jun/2019 |
| SC, SGPS, S.A. 2008/2018 Bonds | - | 50,000,000 | - | - | Mar/2018 |
| Up-front fees Bond Loans |
- - |
(608,709) 101,891,291 |
- - |
(226,532) 59,773,468 |
|
| Other loans | 752,665 | 609,258 | 686,968 | 1,116,336 | |
| Derivatives (Note 26) | 621,462 | - | 101,543 | 1,433,909 | |
| Obligations under finance leases | 2,851,514 | 18,935,072 | 2,856,743 | 21,785,159 | |
| Up-front fees on finance leases | - | (88,961) | - | (101,587) | |
| 44,218,573 | 199,570,233 | 96,050,940 | 152,968,701 |
a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with
commitment of at least six months to a year, placed in relationship banks. b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is
guaranteed by a mortgage on real estate assets c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3
semi-annual payments. g) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.
As at 31 December 2014, borrowings of the Group were as follows:
The interest rate on bonds in force on 31 December 2014 was on average 2.87% (3.46% in December 2013)
Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.
Other non-current loans include government reimbursable grants to group companies, which do not bear interest.
The repayment schedule of the nominal value of borrowings may be summarised as
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 a) | 43,597,111 | 6,730,136 | 95,949,397 | 8,582,090 |
| N+2 | 30,417,502 | 5,187,358 | 11,417,824 | 6,548,639 |
| N+3 | 48,102,235 | 4,615,274 | 25,082,672 | 4,290,860 |
| N+4 | 66,438,849 | 2,795,451 | 47,689,566 | 2,861,554 |
| N+5 | 48,576,622 | 1,110,569 | 57,636,739 | 2,140,898 |
| After N+5 | 7,148,672 | 216,245 | 10,588,138 | 415,871 |
| 244,280,992 | 20,655,033 | 248,364,336 | 24,839,912 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 55% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
As at 31 December 2014 and 2013, the credit lines available and the amount of
| 31 December 2014 Commitments < |
Commitments > | 31 December 2013 Commitments < |
Commitments > | |
|---|---|---|---|---|
| 1 year | 1 year | 1 year | 1 year | |
| Value of available lines | ||||
| Tourism | - | - | - | - |
| Energy | - | - | - | - |
| Refrigeration and HVAC | - | - | 2,709,583 | - |
| Other Assets | - | - | - | - |
| Holding and Others | 30,099,398 | 7,700,000 | 39,599,398 | 23,950,000 |
| 30,099,398 | 7,700,000 | 42,308,981 | 23,950,000 | |
| Value of contracted lines | ||||
| Tourism | - | - | - | - |
| Energy | - | - | - | - |
| Refrigeration and HVAC | 3,255,008 | - | 3,165,417 | - |
| Other Assets | - | - | - | - |
| Holding and Others | 47,849,398 51,104,406 |
66,600,000 66,600,000 |
47,849,398 51,014,815 |
66,600,000 66,600,000 |
As at 31 December 2014 and 2013, Obligations under finance leases are made up as
| Obligations under finance leases Minimum finance lease payments |
Present value of minimum finance | ||||
|---|---|---|---|---|---|
| Amounts under finances leases: | 31 December | 31 December | lease payments 31 December |
31 December | |
| 2014 | 2013 | 2014 | 2013 | ||
| N+1 | 3,234,557 | 3,332,892 | 2,851,514 | 2,856,743 | |
| N+2 | 3,207,191 | 3,255,296 | 2,882,415 | 2,838,808 | |
| N+3 | 3,209,191 | 3,228,553 | 2,940,516 | 2,874,044 | |
| N+4 | 3,209,191 | 3,228,553 | 3,000,372 | 2,936,666 | |
| N+5 | 3,212,442 | 3,228,553 | 3,064,756 | 3,001,239 | |
| After N+5 | 7,263,078 | 10,532,705 | 7,047,014 | 10,134,402 | |
| 23,335,650 | 26,806,552 | 21,786,587 | 24,641,902 | ||
| Future Interest | (1,549,063) | (2,164,650) | |||
| 21,786,587 | 24,641,902 | ||||
| Up-front fees | (88,961) | (101,587) | |||
| Current obligations under finance leases Obligations under finance leases - net of current obligations |
2,851,515 18,846,111 |
2,856,743 21,683,572 |
Finance leases are contracted at market interest rates, have defined useful lives and include an option for the acquisition of the related assets at the end of the period of the contract. The interest rate of these contracts was on average 1.86%.
As at 31 December 2014 and 2013, the fair value of finance leases is close to their
Obligations under finance leases are guaranteed by related assets.
As at 31 December 2014 and 2013, the book value of assets acquired under finance
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Assets acquired under finance leases | ||
| Land and Buildings | - | - |
| Plant and machinery | 24,760,139 | 26,813,876 |
| Vehicles | - | 58 |
| Tools | - | 18 |
| Fixtures and Fittings | 3,720 | 4,398 |
| Total tangible assets | 24,763,859 | 26,818,350 |
Hedging instruments used by the Group as at 31 December 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 621,462 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities in other loans. As at 31 December 2014 and 31 December 2013, all derivatives are hedging
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.
The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
is limited. Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31 December | 31 December | 31 December | 31 December | |
| Non-Hedge accounting derivatives | 2014 | 2013 | 2014 | 2013 |
| Interest rate | - | - | - | - |
| Hedge accounting derivatives | ||||
| Interest rate (Note 24) | - | - | 621,462 | 1,535,452 |
| Other derivatives | - | - | - | - |
| - | - | 621,462 | 1,535,452 |
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,017,783 | 2,092,131 |
| Others | 216,645 | 216,645 |
| 2,234,428 | 2,308,776 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 506,206 | 456,039 |
| 506,206 | 456,039 | |
| Deferred income | - | - |
| Obligations by share-based payments (Note 28) | 333,229 | 492,056 |
| Other non-current liabilities | 333,229 3,073,863 |
492,056 3,256,871 |
As at 31 December 2014 and 2013, other creditor's balances maturity can be detailed as follows:
| 31 December 2014 | N+1 | N+2 | N+3 | N+4 | N+5 | Total |
|---|---|---|---|---|---|---|
| Fixed assets suppliers | - | - | - | - | - | - |
| Other non-current creditors | - | - | - | - | 506,206 | 506,206 |
| Total | - | - | - | - | 506,206 | 506,206 |
| 31 December 2013 | N+1 | N+2 | N+3 | N+4 | N+5 | Total |
| Fixed assets suppliers | - | - | - | - | - | - |
| Other non-current creditors | - | - | - | - | 456,039 | 456,039 |
| Continued Operations | - | - | - | - | 456,039 | 456,039 |
In 2012 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
As at 31 December 2014 and 2013, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Year of grant | Vesting year | Number of participants | Fair Value | ||
|---|---|---|---|---|---|
| 31 December 2014 | 31 December 2013 | ||||
| Shares | |||||
| 2011 | 2014 | 2 | - | 106,579 | |
| 2012 | 2015 | 7 | 341,223 | 467,581 | |
| 2013 | 2016 | 8 | 423,280 | 535,181 | |
| 2014 | 2017 | 7 | 153,131 | - | |
| Total | 917,634 | 1,109,341 |
As at 31 December 2014 and 2013, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| Other non-current liabilities (Note 27) | 31 December 2014 333,229 |
31 December 2013 492,056 |
|---|---|---|
| Other current liabilities | 341,223 | 106,579 |
| Reserves | 391,028 | 110,935 |
As at 31 December 2014 and 2013 trade accounts payable can be detailed as follows:
| 31 December | Less than 90 | Payable 90 to 180 |
More than 180 | |
|---|---|---|---|---|
| 2014 | days | days | days | |
| Trade creditors current account | ||||
| Tourism | 2,899,929 | 2,691,490 | 53,106 | 155,334 |
| Energy | 3,722,598 | 3,595,628 | 117,218 | 9,752 |
| Refrigeration and HVAC | 8,525,155 | 8,164,241 | 177,183 | 183,732 |
| Other Assets | 104,362 | 77,547 | 9,765 | 17,050 |
| Holding and Others | 786,435 | 501,712 | 124,587 | 160,136 |
| 16,038,479 | 15,030,617 | 481,859 | 526,003 | |
| Trade creditors - Invoices Accruals Total Operations |
989,924 17,028,403 |
743,642 | 70,582 | 175,700 701,703 |
| 15,774,259 552,441 |
||||
| 31 December | Less than 90 | Payable 90 to 180 |
More than 180 | |
| 2013 | days | days | days | |
| Trade creditors current account | ||||
| Tourism | 3,125,599 | 2,778,075 | 164,545 | 182,979 |
| Energy | 2,564,585 | 2,560,507 | 426 | 3,652 |
| Refrigeration and HVAC | 8,295,988 | 8,065,875 | 92,459 | 137,655 |
| Other Assets | 214,187 | 213,939 | 248 | - |
| Holding and Others | 638,883 | 622,503 | 9,296 | 7,084 |
| 14,839,242 | 14,240,899 | 266,974 | 331,370 | |
| Trade creditors - Invoices Accruals Total Operations |
917,558 15,756,800 |
879,603 15,120,502 |
21,849 288,823 |
16,106 347,476 |
As at 31 December 2014 and 2013, this caption relates only to trade payables due in the normal course of Group companies activities. The Board of Directors believes that the fair market value of these payables is approximately their book value, and that the effect of discounting these balances is immaterial.
Pag. 137 As at 31 December 2014 and 2013 other creditors can be detailed as follows:
| Payable | ||||
|---|---|---|---|---|
| 31 December | Less than 90 | 90 to 180 | More than 180 | |
| 2014 | days | days | days | |
| Other creditors | ||||
| Fixed assets suppliers | 1,296,713 | 325,800 | 332,871 | 638,042 |
| Others | 2,220,512 | 1,185,889 | 218,525 | 816,098 |
| 3,517,225 | 1,511,689 | 551,396 | 1,454,140 | |
| Advances from customers and down payments | 4,350,703 7,867,928 |
|||
| Related parties | 107,740 | |||
| Total | 7,975,668 | |||
| 31 December | Less than 90 | Payable 90 to 180 |
More than 180 | |
| 2013 | days | days | days | |
| Other creditors | ||||
| Fixed assets suppliers | 2,494,318 | 2,376,025 | 31,951 | 86,342 |
| Others | 1,197,491 | 793,301 | 82,235 | 321,955 |
| 3,691,809 | 3,169,326 | 114,186 | 408,297 | |
| Advances from customers and down payments | 3,203,979 6,895,788 |
|||
| Related parties | 107,740 | |||
| Total | 7,003,528 |
As at 31 December 2014 and 2013, this caption includes balances payable to other creditors and fixed assets suppliers that do not include interest. The caption includes also advances from customers on promissory sales of Inventories and tangible assets and down payments from financial institutions regarding the discount of letters of credit over customers. The Board of Directors believes that the fair market value of these payables is approximately their book value, and that effects of discounting these balances are immaterial.
| 31 December 2013 |
|---|
| 5,610,334 |
| 2,777,135 |
| - |
| 1,339,963 |
| 429,108 |
| 1,604,523 |
| 7,851,549 19,612,612 |
| 31 December 2014 5,987,039 4,667,245 4,126,642 821,515 - 1,601,914 9,584,113 26,788,468 |
Refrigeration and HVAC is the segment with the most significant contribution to works not yet completed, totalling 3.4 million euros as at 31 December 2014 (2.5 million euros at 31 December 2013)
Movements in provisions and accumulated impairment losses over the period ended 31 December 2014 were as follows:
| Balance as at 1 January |
Balance as at 31 December |
||||
|---|---|---|---|---|---|
| Captions | 2014 | Increases | Decreases | Utilisations | 2014 |
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 6 and 13) | 7,868,877 | - | - | (7,545,095) | 323,782 |
| Other non-current assets (Note 14) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 16) | 6,039,005 | 896,543 | (837,707) | (1,741,361) | 4,356,479 |
| Other current assets (Note 17) | 7,707,008 | 196,303 | (122,838) | (1,424,127) | 6,356,348 |
| Stocks (Note 15) | 3,725,862 | 3,162,695 | (596,100) | - | 6,292,456 |
| Non-current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 2,957,713 | 4,041,823 | (126,656) | (1,230,679) | 5,642,201 |
| 31,413,205 | 8,297,364 | (1,683,301) | (11,941,262) | 26,086,006 |
| Balance as at 1 January |
Balance as at 31 December |
||||
|---|---|---|---|---|---|
| Captions | 2013 | Increases | Decreases | Utilisations | 2013 |
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 6 and 13) | 7,868,877 | - | - | - | 7,868,877 |
| Other non-current assets (Note 14) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 16) | 5,441,095 | 1,383,903 | (752,246) | (33,747) | 6,039,005 |
| Other current debtors (Note 17) | 27,866,356 | 68,459 | (433,327) | (19,794,479) | 7,707,008 |
| Stocks (Note 15) | 3,515,540 | 211,612 | (1,290) | - | 3,725,862 |
| Non-current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 1,155,107 | 2,007,347 | (11,785) | (192,956) | 2,957,713 |
| 48,961,715 | 3,671,321 | (1,198,648) | (20,021,182) | 31,413,205 |
As at 31 December 2014 and 2013 increases in provisions and impairment losses can
| 31 December | 31 December | |
|---|---|---|
| 2014 | 2013 | |
| Provisions and impairment losses (Increases\Decreases) | (820,033) | 2,067,907 |
| Decreases of provisions and impairment losses | 9,331,872 | 1,328,177 |
| Provisions and impairment losses - Increases Provisions and impairment losses recorded in cost of goods sold |
8,511,839 3,162,695 |
3,396,084 280,072 |
| (note 15) and changes in inventories (note 37) | ||
| Impairment losses not included in this note | ||
| Tangible assets (note 10) | (3,384,666) | (229,832) |
| Others | 7,496 | 224,997 |
| 8,297,364 | 3,671,321 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 December 2014 and 2013 detail of other provisions was as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Judicial claims Provision for guaranteed income Others |
1,802,697 4,350,846 2,568,482 8,722,025 |
1,824,313 1,623,104 2,590,120 6,037,537 |
The amount considered in provision for guaranteed income, corresponds to the estimate of the difference between the amount to be charged through the properties sold in "Tróia" and the guaranteed income to property owners. The amount to be charged through the marketing of real estate, is estimated based on the average of the values obtained in previous years.
As at 31 December 2014 and 2013 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 5,064,574 | 5,065,159 |
| on tax claims | 5,729,805 | 4,015,535 |
| on municipal claims | 1,134,224 | 2,884,505 |
Others include the following guarantees:
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Minimum lease payments (fixed income) arising from operational leases, in which the Group acts as a lessor, recognized as income during the period ended 31 December 2014 and 2013 amounted to 2,949,018 euro and 2,915,295 euro, respectively.
Additionally, as at 31 December 2014 and 2013, the Group had operational lease contracts, as a lessor, whose minimum lease payments (fixed income) had the following payment schedule:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Due in: | ||
| N+1 automatically renewed | 2,284,206 | 2,373,081 |
| N+1 | 180,548 | 260,476 |
| N+2 | 178,888 | 181,556 |
| N+3 | 96,245 | 139,642 |
| N+4 | 26,195 | 48,214 |
| N+5 | 26,195 | 25,891 |
| After N+5 | 68,185 2,860,462 |
67,506 3,096,366 |
Lease payments arising from operational leases, in which the Group acts as a lessee, recognized as an expense during the period ended 31 December 2014 and 2013 amounted to 3,296,974 euro and 3,011,109 euro, respectively.
Additionally, as at 31 December 2014 and 2013, the Group had operational lease contracts, as a lessee, whose minimum lease payments (fixed income) had the following payment schedule:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Due in: | ||
| N+1 automatically renewed | 1,796,942 | 1,779,864 |
| N+1 | 1,107,046 | 1,028,475 |
| N+2 | 729,388 | 656,311 |
| N+3 | 560,439 | 438,898 |
| N+4 | 508,802 | 375,648 |
| N+5 | 398,362 | 347,797 |
| After N+5 | 1,017,697 6,118,676 |
1,445,132 6,072,125 |
Turnover for the year ended 31 December 2014 and 2013 was as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Sale of goods | 83,277,861 | 54,373,523 |
| Sale of products | 30,701,322 | 14,290,986 |
| 113,979,183 | 68,664,509 | |
| Services Rendered | 63,986,078 | 67,203,120 |
| Total Operations | 177,965,261 | 135,867,629 |
The increase in the sale of goods is caused mainly by the acquisition in 2014 of several companies of the Energy segment, totalling 32,868,218 euro from March to
December 2014. The sale of products includes amounts related to the sale of real estate, totalling 28.2 million euro as at 31 December 2014 (13.9 million euro at 31 December 2013)
Other operational income for the year ended 31 December 2014 and 2013 was as follows:
| 31 December 2014 | 31 December 2013 | ||
|---|---|---|---|
| Own work capitalised | 2,766,356 | 2,931,101 | |
| Gains on sales of assets | 1,558,189 | 2,132,932 | |
| Supplementary income | 745,506 | 1,416,982 | |
| Others | 2,997,546 | 1,780,891 | |
| Total Operations | 8,067,597 | 8,261,906 |
Changes in Inventories for the years ended 31 December 2014 and 2013 was as follows:
| 31 December 2014 | 31 December 2013 | ||
|---|---|---|---|
| Finished goods | (15,045,655) | (8,136,473) | |
| Work in progress | (2,779,601) | 555,644 | |
| (17,825,256) | (7,580,828) | ||
| (215,447) | - | ||
| Total Operations | (18,040,703) | (7,580,828) |
Changes in Inventories were calculated as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Opening stocks | 149,337,662 | 156,939,682 |
| Stock adjustments | 209,274 | (21,192) |
| Closing stocks (note 15) | 131,721,679 | 149,337,662 |
| (17,825,257) | (7,580,828) | |
| Impairment losses (note 37) | (217,325) | - |
| Reversion of impairment losses Total Operations |
1,879 (18,040,703) |
- (7,580,828) |
As at 31 December 2014 and 2013, external supplies and services were made up as
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Subcontracts | 14,566,854 | 15,661,525 |
| Services | 6,511,821 | 6,277,633 |
| Rents | 6,114,912 | 6,018,738 |
| Fees | 784,261 | 1,178,176 |
| Maintenance | 3,816,731 | 2,953,120 |
| Cleaning, health and safety | 2,568,759 | 2,509,273 |
| Electricity | 2,417,071 | 2,286,840 |
| Travelling expenses | 1,007,408 | 1,025,151 |
| Publicity | 5,515,646 | 3,157,567 |
| Fuel | 809,790 | 905,108 |
| Security | 575,579 | 583,859 |
| Communication | 894,122 | 759,914 |
| Commissions | 3,063,689 | 1,527,139 |
| Other fluids | 1,379,039 | 1,514,557 |
| Insurance | 774,757 | 864,074 |
| Others Total Operations |
3,782,450 54,582,889 |
3,411,852 50,634,526 |
Refrigeration and HVAC is the segment with the most significant contribution to subcontracts, totalling 13.4 million euros as at 31 December 2014 (14.1 million euros at 31 December 2013)
As at 31 December 2014 and 2013, staff costs were made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Salaries | 27,074,976 | 27,140,840 |
| Social security contributions | 4,842,005 | 5,172,559 |
| Insurance | 582,486 | 596,170 |
| Welfare | 201,379 | 166,069 |
| Other staff costs | 1,217,355 | 2,867,342 |
| Total Operations | 33,918,201 | 35,942,980 |
As at 31 December 2014 and 2013, other operational expenses were made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Losses on sales of assets | 59,350 | 81,870 |
| Other taxes | 937,843 | 413,969 |
| Property tax | 895,013 | 713,211 |
| Doubtful debts written-off | 98,135 | 165 |
| Others Total Operations |
1,973,520 3,963,861 |
1,611,043 2,820,258 |
As at 31 December 2014 and 2013, net financial expenses were made up as follows:
| 31 December 2014 5,792,179 2,256,930 478,630 |
31 December 2013 7,516,990 1,090,878 |
|---|---|
| 528,106 | |
| 976,836 | |
| 334,970 | |
| 10,447,780 | |
| 103 | |
| 2,967 | |
| 1,777,010 | |
| 379,706 12,607,566 |
|
| 1,030,763 | |
| 89,634 1,120,397 |
|
| (11,487,169) | |
| 1,178,311 373,055 10,079,106 1,208 1,984 1,000 2,861,982 12,945,280 1,393,628 35,223 1,428,851 (11,516,429) |
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Dividends | 235,135 | 220,681 | ||
| Equity settlement of group companies | (1,108) | - | - | |
| Gain on acquisition of companies in the Energy segment | 37,985 | - | ||
| Adjustment to the selling price of "Contacto-Sociedade de Construções, S.A." | (2,150,000) | - | ||
| Adjustment to the selling price of "Box Lines Navegação" | 2,660,262 | - | ||
| Capital increase of "Spinarq – Moçambique" with reduction of shareholding percentage | 30,031 | - | ||
| Sale of "Saúde Atlantica - Gestão Hospitalar", S.A. and its affiliates Gains on disposal of investments in group companies |
- - |
577,170 | 521,621 - |
521,621 |
| Sale of "Sear - Sociedade Europeia de Arroz, S.A." | - | 234,969 | ||
| Price adjustment of "Sodesa, S.A." Gains on disposal in associated and in jointly controlled companies |
- | - | 8,431 | 243,400 |
| - | ||||
| Equity settlement in other investments | (106.220) | |||
| Sale of "APOR – Agência para a modernização do Porto, S.A." | 78,392 | - | ||
| Sale of units from "Fundo de Investimento Imobiliário Fechado Imosede" | - | 111,688 | - | |
| Income from "Fundo de Investimento Imobiliário Fechado Imosede" | 1,916,178 | 3,010,570 | - | |
| Income from "Fundo de Investimento Imobiliário Imosonae Dois" | 8,100 | 8,224 | - | |
| Gains/(Losses) on sale of other investments | 1,896,450 | 3,130,482 | ||
| Others Investment Income |
- | (112) 2,708,643 |
- | (103) 4,116,081 |
As at 31 December 2014 and 2013, Taxation was made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Current tax Deferred tax |
2,785,985 1,715,615 |
2,679,436 (284,606) |
| Taxation | 4,501,600 | 2,394,830 |
The reconciliation between the profit before taxation and the tax charge for the periods ended 31 December 2014 and 2013 may be summarised as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Profit before income tax | (1,795,390) | (10,854,823) |
| Difference between accounting and tax treatment of capital gains/(losses) | (9,772,048) | (6,533,793) |
| Share of gains/(losses) of associated undertakings (note 6) | (8,223,458) | (5,060,825) |
| Provisions and impairment losses not accepted for tax purposes | (14,761,860) | (17,798,712) |
| Other permanent differences | 7,994,840 | 2,159,940 |
| Taxable Profit | (26,557,916) | (38,088,213) |
| Use of tax losses carried forward | (14,012,138) | 315,321 |
| Recognition of tax losses that have not originated deferred tax assets | 48,549,024 | 37,363,215 |
| 7,978,970 | (409,677) | |
| Income tax rate in Portugal | 23.00% | 25.00% |
| 1,835,163 | (102,419) | |
| Effect of different income tax rates in other countries | 28,067 | (6,701) |
| Effect of increases or decreases in deferred taxes | 1,715,615 | 1,982,547 |
| Municipality tax | 859,931 | 238,253 |
| Under / (over) taxation estimates | (125,732) | 129,020 |
| Autonomous taxes and tax benefits | 188,556 | 154,130 |
| Taxation | 4,501,600 | 2,394,830 |
As at 31 December 2014 and 2013, the reconciliation of consolidated net profit can be analysed as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Aggregate net profit | 61,698,212 | (11,233,149) |
| Harmonisation adjustments | 2,180,994 | (1,655,042) |
| Elimination of intragroup dividends | (173,282,508) | (18,814,395) |
| Share of gains/(losses) of associated undertakings | 8,223,458 | 5,060,825 |
| Elimination of intragroup capital gains/(losses) | 59,681,362 | (4,257) |
| Elimination of intragroup impairment | 33,104,534 | 8,690,306 |
| Adjustments of gains/(losses) of financial shareholdings sale | 1,817,268 | 4,706,059 |
| Others | 279,690 (6,296,990) |
- (13,249,653) |
| Consolidated net profit for the year |
Balances and transactions during the periods ended 31 December 2014 and 2013 with related parties are detailed as follows:
| Transactions | Sales and services rendered 31 December 2014 |
31 December 2013 |
Purchases and services obtained 31 December 2014 |
31 December 2013 |
|---|---|---|---|---|
| Parent company (a) | - | - | - | - |
| Associated companies Other partners and Group companies (b) |
288,195 34,227,763 |
- 33,689,532 |
24,019 5,392,659 |
24,367 6,724,575 |
| 34,515,958 | 33,689,532 | 5,416,678 | 6,748,942 | |
| Transactions | Interest income 31 December 2014 |
31 December 2013 |
Interest expenses 31 December 2014 |
31 December 2013 |
| Parent company (a) | - | - | - | - |
| Associated companies Other partners and Group companies (b) |
1,020,380 - |
947,243 - |
- 127,689 |
- 139,610 |
| 1,020,380 | 947,243 | 127,689 | 139,610 | |
| Balances | Accounts receivable 31 December 2014 |
31 December 2013 |
Accounts payable 31 December 2014 |
31 December 2013 |
| Parent company (a) | - | - | - | - |
| Associated companies Other partners and Group companies (b) |
1,599,727 11,254,391 |
937,076 8,463,343 |
18,980 2,243,084 |
1,812 2,415,720 |
| 12,854,118 | 9,400,419 | 2,262,064 | 2,417,532 | |
| Loans obtained | Loans granted | |||
| 31 December | 31 December | |||
| Balances | 31 December | 31 December | ||
| 2014 | 2013 | 2014 | 2013 | |
| Parent company (a) | - | - | - | - |
| Associated companies Other partners and Group companies (b) |
- 2,017,783 |
- 2,092,131 |
19,368,854 - |
18,397,346 - |
a) The parent company is Efanor Investimentos, SGPS, SA; b) Balances and transactions with Group Sonae, SGPS and Group Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
Pag. 145 Remunerations attributed in 2014 to key management staff of main companies of the Sonae Capital Group (excluding members of the Board of Directors of Sonae Capital, SGPS, SA) amounted to 744,297 euro (653,278 euro in 2013), of which
587,951 euro (553,811 euro in 2013) are fixed remunerations and 156,346 euro (99,467 euro in 2013) are performance bonuses.
Earnings per share for the periods ended 31 December 2014 and 2013 were calculated taking into consideration the following amounts:
| 31 December 2014 |
31 December 2013 |
|
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(6,832,009) | (13,200,373) |
| Net profit taken into consideration to calculate diluted earnings per share |
(6,832,009) | (13,200,373) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
246,211,552 | 247,182,143 |
| Weighted average number of shares used to calculated diluted earnings per share |
246,211,552 | 247,182,143 |
| Earnings per share (basic and diluted) | (0.027749) | (0.053403) |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares,
As at 31 December 2014 and 2013, cash receipts and cash payments related to investments can be analysed as follows:
| 31 December 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Amount received |
Amount paid |
Amount received |
Amount paid |
|
| - | - | - | - | |
| Sale of units from "Fundo de Investimento Imobiliário Fechado Imosede" | 5,000,134 | - | 10,000,541 | - |
| Income from "Fundo de Investimento Imobiliário Fechado Imosede" | 1,916,178 | - | 3,010,570 | - |
| Sale of "Sociedade Imobiliária Tróia B3, S.A." | 2,457,492 | - | 2,457,492 | - |
| Sale of "APOR – Agência para a modernização do Porto, S.A." | 300,000 | - | - | - |
| Acquisition of companies in the Energy segment | - | 3,228,529 | - | - |
| Adjustment to the selling price of "Contacto-Sociedade de Constr., SA" | - | 2,150,000 | - | - |
| Sale of "Sear - Sociedade Europeia de Arroz, S.A." | - | - | 385,000 | - |
| Sale of "Saúde Atlantica - Gestão Hospitalar", S.A. and its affiliates | 99,129 | - | 200,000 | - |
| Other Total Operations |
112,972 9,885,905 |
22,697 5,401,226 |
25,704 16,079,307 |
69,448 69,448 |
In 31 December 2014 and 2013, the following were identified as segments:
REPORT AND ACCOUNTS 2014 Consolidated Financial Statements
The contribution of the business segments to the income statement of the periods ended 31 December 2014 and 2013 can be detailed as follows:
| 31 December 2014 | |||||
|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational | Total operational | Operational cash-flow |
| income | income | (EBITDA) | |||
| Resorts | 30,679,663 | 9,678,593 | 2,391,057 | 42,749,313 | 3,076,324 |
| Hotels | 51,028 | 15,058,010 | 546,880 | 15,655,918 | -4,755,340 |
| Fitness | 197,491 | 13,539,522 | 283,602 | 14,020,615 | 1,207,252 |
| Other | 0 | 898,250 | 583,110 | 1,481,360 | 576,198 |
| Intersegment Adjustments | -830 | -3,299,895 | -976,534 | -4,277,259 | 13,134 |
| Tourism | 30,927,352 | 35,874,480 | 2,828,115 | 69,629,947 | 117,568 |
| Energy | 46,939,353 | 470,525 | 1,808,821 | 49,218,699 | 9,546,638 |
| Refrigeration and HVAC | 33,945,782 | 27,096,746 | 594,554 | 61,637,082 | 698,096 |
| Real Estate Assets | 1,206,686 | 7,280,928 | 286,180 | 8,773,794 | 3,570,446 |
| Financial Assets | 0 | 0 | 12,963 | 12,963 | -388,555 |
| Intersegment Adjustments | 0 | 0 | 0 | 0 | 0 |
| Total Other Assets | 1,206,686 | 7,280,928 | 299,143 | 8,786,757 | 3,181,891 |
| Holding & Others | 0 | 6,031,717 | 75,544 | 6,107,261 | -1,835,322 |
| Discontinued Operations | 1,630,287 | 232,812 | 183,251 | 2,046,350 | -286,454 |
| Intersegment Adjustments Consolidated |
-670,277 113,979,183 |
-13,001,130 63,986,078 |
2,278,165 8,067,593 |
-11,393,238 186,032,854 |
-30,591 11,391,826 |
| Profit & Loss Account | Sales | 31 December 2013 Services rendered |
Other operational | Total operational | Operational cash-flow |
|---|---|---|---|---|---|
| income | income | (EBITDA) | |||
| Resorts | 16,764,476 | 8,777,473 | 3,326,601 | 28,868,550 | 2,407,176 |
| Hotels | 55,863 | 13,833,018 | 609,484 | 14,498,365 | -5,384,116 |
| Fitness | 162,626 | 11,342,308 | 551,238 | 12,056,172 | 600,190 |
| Other | 0 | 1,173,733 | 299,523 | 1,473,256 | 218,927 |
| Intersegment Adjustments | -941 | -3,586,859 | -989,221 | -4,577,021 | -3,890 |
| Tourism | 16,982,024 | 31,539,673 | 3,797,625 | 52,319,322 | -2,161,713 |
| Energy | 13,339,683 | 184,943 | 361,743 | 13,886,369 | 3,338,763 |
| Refrigeration and HVAC | 33,534,769 | 30,452,093 | 690,023 | 64,676,885 | 3,408,609 |
| Real Estate Assets | 544,450 | 7,333,562 | 254,778 | 8,132,790 | 3,851,348 |
| Financial Assets | 744 | 25,332 | 721,236 | 747,312 | -194,396 |
| Intersegment Adjustments | 0 | 0 | 0 | 0 | 0 |
| Total Other Assets | 545,194 | 7,358,894 | 976,014 | 8,880,102 | 3,656,952 |
| Holding & Others | 0 | 5,556,097 | 257,753 | 5,813,850 | -2,337,724 |
| Discontinued Operations | 7,314,364 | 4,326,972 | 383,129 | 12,024,465 | -1,233,513 |
| Intersegment Adjustments Consolidated |
-3,051,525 68,664,509 |
-12,215,552 67,203,120 |
1,795,619 8,261,906 |
-13,471,458 144,129,535 |
-12,355 4,659,019 |
REPORT AND ACCOUNTS 2014 Consolidated Financial Statements
The contribution of the business segments to the Balance sheets as at 31 December 2014 and 2013 can be detailed as follows:
| Balance Sheet | Fixed Assets Tangible and |
Investments | 31 December 2014 Other Assets |
Total Assets | Total Liabilities | Technical investment |
Gross Debt | Net Debt |
|---|---|---|---|---|---|---|---|---|
| Intangible | ||||||||
| Resorts | 105,991,385 | 57,234 | 135,627,149 | 241,675,768 | 194,191,918 | 1,776,183 | 16,056,102 | 15,870,956 |
| Hotels | 1,318,938 | 10,910 | 12,884,373 | 14,214,221 | 25,605,656 | 470,708 | 0 | -115,806 |
| Fitness | 9,301,498 | 21,978 | 2,854,314 | 12,177,790 | 8,905,387 | 1,285,193 | 734,375 | 683,804 |
| Other | 1,502 | 119,842 | 285,012,874 | 285,134,218 | 187,943,736 | 0 | 0 | -9,754 |
| Intersegment Adjustments | 0 | 0 | -170,345,128 | -170,345,128 | -170,342,712 | 0 | 0 | 0 |
| Tourism | 116,613,323 | 209,964 | 266,033,582 | 382,856,869 | 246,303,985 | 3,532,084 | 16,790,477 | 16,429,199 |
| Energy | 25,857,718 | 109,856 | 12,489,510 | 38,457,084 | 38,162,518 | 2,637,973 | 11,382,132 | 10,986,752 |
| Refrigeration and HVAC | 557,181 | 611 | 52,021,780 | 52,579,572 | 19,694,972 | 311,956 | 1,283,258 | 35,021 |
| Real Estate Assets | 104,860,837 | 14,764,821 | 133,939,509 | 253,565,168 | 209,499,167 | 1,740,295 | 0 | -2,117,259 |
| Financial Assets | 0 | 19,692,552 | 61,475,175 | 81,167,727 | 13,667,762 | 0 | 0 | -16,334 |
| Intersegment Adjustments | 0 | 0 | 3,806,937 | 3,806,937 | 0 | 0 | 0 | 0 |
| Total Other Assets | 104,860,837 | 34,457,373 | 199,221,621 | 338,539,831 | 223,166,929 | 1,740,295 | 0 | -2,133,592 |
| Holding & Others | 846,277 | 20,034,382 | 451,099,409 | 471,980,068 | 447,130,099 | 743,862 | 214,332,940 | 209,212,362 |
| Discontinued Operations | 0 | 0 | 217,277 | 217,277 | 10,784,063 | 0 | 0 | -68,485 |
| Intersegment Adjustments Consolidated |
0 248,735,336 |
0 54,812,186 |
-648,638,936 332,444,244 |
-648,638,936 635,991,765 |
-656,588,094 328,654,472 |
0 8,966,171 |
0 243,788,807 |
0 234,461,257 |
| Balance Sheet | Fixed Assets Tangible and |
Investments | 31 December 2013 Other Assets |
Total Assets | Total Liabilities | Technical investment |
Gross Debt | Net Debt |
|---|---|---|---|---|---|---|---|---|
| Intangible | ||||||||
| Resorts | 105,481,311 | 162,441 | 154,102,824 | 259,746,576 | 156,927,406 | 617,794 | 18,335,737 | 18,238,655 |
| Hotels | 1,075,954 | 7,647 | 11,789,571 | 12,873,172 | 24,015,098 | 173,498 | 277 | -56,961 |
| Fitness | 9,404,573 | 20,098 | 1,761,853 | 11,186,524 | 9,887,446 | 502,800 | 1,240,792 | 1,198,570 |
| Other | 4,489 | 341,450 | 123,672,141 | 124,018,080 | 243,598,480 | 0 | 24,296 | -6,689 |
| Intersegment Adjustments | 0 | 0 | -138,720,005 | -138,720,005 | -138,712,020 | 0 | 0 | 0 |
| Tourism | 115,966,327 | 531,637 | 152,606,384 | 269,104,348 | 295,716,410 | 1,294,092 | 19,601,101 | 19,373,576 |
| Energy | 21,611,730 | 2,546 | 7,349,632 | 28,963,908 | 25,241,374 | 4,541,284 | 10,539,415 | 10,535,939 |
| Refrigeration and HVAC | 374,001 | 46,312,512 | 46,686,526 | 15,481,189 | 38,657 | 767,756 | 430,279 | |
| Real Estate Assets | 107,375,160 | 20,084,089 | 103,624,966 | 231,084,215 | 160,459,401 | 371,489 | 50,035 | -1,062,597 |
| Financial Assets | 234,843 | 12,366,945 | 50,785,054 | 63,386,842 | 20,803,840 | 159,677 | 455,459 | 283,541 |
| Intersegment Adjustments | 0 | 0 | 4,164,013 | 4,164,013 | 0 | 0 | 0 | 0 |
| Total Other Assets | 107,610,003 | 32,451,034 | 158,574,033 | 298,635,070 | 181,263,241 | 531,166 | 505,494 | -779,056 |
| Holding & Others | 735,993 | 19,013,320 | 416,120,995 | 435,870,308 | 243,563,946 | 433,778 | 217,605,606 | 216,812,506 |
| Discontinued Operations | 0 | 1 3 0 |
4,638,546 | 4,638,546 | 13,108,607 | 1,355 | 268 | -351,566 |
| Intersegment Adjustments Consolidated |
0 246,298,054 |
0 51,998,550 |
-450,462,288 335,139,814 |
-450,462,288 633,436,418 |
-454,098,688 320,276,079 |
0 6,840,332 |
0 249,019,641 |
0 246,021,678 |
Contribution of the main business segments to the cash-flow statement for the periods ended 31 December 2014 and 2013 can be detailed as follows:
| 31 December 2014 | ||||||
|---|---|---|---|---|---|---|
| Tourism | Energy | Refrigeration and HVAC |
Other Assets |
Holding and Others |
Consolidated | |
| Operating activities | 23,226,324 | 9,668,090 | 3,329,596 | 144,261 | (6,533,801) | 29,834,470 |
| Investment activities | 2,376,522 | 3,533,136 | (254,268) | (5,023,062) | (218,816) | 413,512 |
| Financing activities Change in cash and cash equivalents |
(3,485,238) 22,117,608 |
(5,660,374) 7,540,852 |
(707,315) 2,368,013 |
(9,063) (4,887,864) |
(15,174,410) (21,927,027) |
(25,036,400) 5,211,582 |
| 31 December 2013 | ||||||
| Tourism | Energy | Refrigeration and HVAC |
Other Assets |
Holding and Others |
Consolidated | |
| Operating activities | 16,413,796 | 1,798,476 | (779,582) | 456,083 | (8,753,319) | 9,135,454 |
| Investment activities Financing activities |
3,998,144 (3,522,815) |
(3,326,692) 1,029,241 |
(24,147) 527,443 |
1,601,012 200,748 |
11,492,868 (20,744,437) |
13,741,185 (22,509,820) |
| Change in cash and cash equivalents |
16,889,125 | (498,975) | (276,286) | 2,257,843 | (18,004,888) | 366,819 |
Net debt of the Holding can be analysed as follows:
| 31 December 2014 |
|---|
| 214,332,940 |
| 5,113,202 209,219,738 |
| 9,000 |
| 3,610,000 |
| 14,301,000 |
| 199,715,431 |
| 217,635,431 426,855,168 |
| 455,000 |
| 4,026,968 |
| 12,982,500 |
| 387,355,663 404,820,131 |
Sonae Capital's average headcount can be detailed as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Tourism | 570 | 520 |
| Energy Refrigeration and HVAC |
40 572 |
19 578 |
| Other Assets Holding and Others |
13 93 |
94 95 |
| Total Operations | 1,288 | 1,306 |
Decree Law Nr. 185/09 article 11
During the years ended 31 December 2014 and 2013, the following amounts have been paid to the company's external auditor:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Audit and Statutory Audit 1 | ||
| 176,336 | 88,286 | |
| Other Assurance 2 | 1,000 | 42,970 |
| Tax Consultancy 2 Other Services 2 |
6,000 | 38,772 |
| 30,800 | 838 | |
| Total | 214,136 | 170,866 |
1 Fees agreed for the year.
2 Amounts already paid.
No significant events, requiring further disclosure, have occurred after 31 December
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 31 December 2014 | 31 December 2013 | ||
|---|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Investments Deferred tax assets Other non current assets |
Total Non Current Assets | 4 7 5 |
28,987 434,115,996 4,069,727 197,085,531 635,300,241 |
4,668 576,779,243 407,059 153,051,695 730,242,665 |
|
| CURRENT ASSETS: Other current assets Cash and cash equivalents |
Total Current Assets | 6 8 |
573,184,059 5,112,291 578,296,350 |
6,970,428 786,250 7,756,678 |
|
| TOTAL ASSETS | 1,213,596,591 | 737,999,343 | |||
| EQUITY AND LIABILITIES | |||||
| EQUITY: Share Capital Own shares Legal reserve Other reserves Profit / (Loss) for the period TOTAL EQUITY |
9 9 1 0 |
250,000,000 (1,486,301) 8,611,464 293,493,001 17,035,205 567,653,369 |
250,000,000 (1,124,125) 8,307,376 287,715,325 6,081,764 550,980,341 |
||
| LIABILITIES: NON CURRENT LIABILITIES: Bank loans Bonds Other non current liabilities |
Total Non Current Liabilities | 1 0 1 1 |
75,613,439 52,013,159 157,880 127,784,478 |
66,148,229 9,999,265 167,556 76,315,050 |
|
| CURRENT LIABILITIES Suppliers Bank loans Other creditors Other current liabilities |
Total Current Liabilities | 1 1 1 1 |
107,498 36,293,800 476,548,040 5,209,406 518,158,744 |
229,793 90,250,000 18,798,082 1,426,077 110,703,952 |
|
| TOTAL EQUITY AND LIABILITIES | The accompanying notes are an integral part of these financial statements | 1 2 1 3 |
1,213,596,591 | 737,999,343 |
(Translation of the individual financial statements originally issued in Portuguese)
| Notes | 31 December 2014 | 31 December 2013 | |
|---|---|---|---|
| Operational income | |||
| Other operational income Total operational income |
22,614 22,614 |
84,890 84,890 |
|
| Operational expenses | |||
| External supplies and services | 14 | (439,162) | (1,438,340) |
| Staff costs | 16 | (1,029,244) | (826,656) |
| Depreciation and amortisation | (3,769) | (2,333) | |
| Other operational expenses | (53,465) | (38,057) | |
| Total operational expenses Operational profit/(loss) |
(1,525,640) (1,503,026) |
(2,305,386) (2,220,497) |
|
| Financial income | 17 | 10,795,440 | 9,849,467 |
| Financial expenses | 17 | (9,938,257) | (9,903,016) |
| Net financial income/(expenses) | 857,183 | (53,549) | |
| Investment income Profit/(loss) before taxation |
17 | 10,914,428 10,268,585 |
8,385,687 6,111,641 |
| Taxation Profit/(loss) for the period |
18 | 6,766,620 17,035,205 |
(29,877) 6,081,764 |
| Profit/(loss) per share |
The accompanying notes are an integral part of these financial statements
| t h Quarter 2014 4 |
t h Quarter 2013 4 |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Operational income: | ||
| Other operational income | 1,139 | 70,644 |
| Total operational income | 1,139 | 70,644 |
| Operational expenses: | ||
| External supplies and services | (108,017) | (278,650) |
| Staff costs | (169,602) | (210,725) |
| Depreciation and amortisation | (1,009) | (875) |
| Other operational expenses | (38,059) | 23,618 |
| Total operational expenses Operational profit/(loss) |
(316,687) (315,548) |
(466,632) (395,989) |
| Financial income | 2,969,279 | 2,780,405 |
| Financial expenses | (2,182,261) | (2,643,826) |
| Net financial income/(expenses) | 787,018 | 136,579 |
| Investment income Profit/(loss) before taxation |
(4,876,387) (4,404,917) |
(5,096,619) (5,356,029) |
| Taxation Profit/(loss) for the period |
1,030,934 (3,373,983) |
(527,369) (5,883,398) |
| Profit/(loss) per share Basic and diluted |
(0.013704) | (0.023802) |
The accompanying notes are part of these financial statements
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Net profit for the period | 17,035,205 | 6,081,764 |
| Items that may subsequently be reclassified to net income: | ||
| Change in currency translation reserve | - | - |
| Share of other comprehensive income of associated undertakings and joint ventures accounted for by the equity method |
- | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period Total comprehensive income for the period |
- 17,035,205 |
- 6,081,764 |
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| t h Quarter 4 2014 |
t h Quarter 4 2013 |
|
|---|---|---|
| Net profit for the period | (Unaudited) (3,373,983) |
(Unaudited) (5,883,398) |
| Exchange differences on translating foreign operations | - | - |
| Share of other comprehensive income of associates and joint | ||
| ventures accounted by the equity method | - | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Gains on property revaluation | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | (3,373,983) | (5,883,398) |
The accompanying notes are part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
| Share | Own | Legal | Other | Sub total | Net | Total Equity | |
|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2013 | Capital 250,000,000 |
Shares (264,705) |
Reserve 8,307,376 |
Reserves 288,710,416 |
297,017,792 | profit / (loss) (995,091) |
545,757,996 |
| Total comprehensive income for the period | - | - | - | - | - | 6,081,764 | 6,081,764 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed |
- - |
- - |
- - |
(995,091) - |
(995,091) - |
995,091 - |
- - |
| Acquisition/(disposal) of own shares Others |
- - |
(859,420) - |
- - |
- - |
- - |
- - |
(859,420) - |
| Balance as at 31 December 2013 | 250,000,000 | (1,124,125) | 8,307,376 | 287,715,325 | 296,022,701 | 6,081,764 | 550,980,341 |
| Balance as at 1 January 2014 | 250,000,000 | (1,124,125) | 8,307,376 | 287,715,325 | 296,022,701 | 6,081,764 | 550,980,341 |
| Total comprehensive income for the period | - | - | - | - | - | 17,035,205 | 17,035,205 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed Acquisition/(disposal) of own shares |
- - - |
- - (362,177) |
304,088 - - |
5,777,676 - - |
6,081,764 - - |
(6,081,764) - - |
- - (362,177) |
| Others | - | - | - | - | - | - | - |
| Balance as at 31 December 2014 | 250,000,000 | (1,486,301) | 8,611,464 | 293,493,001 | 302,104,465 | 17,035,205 | 567,653,369 |
Pag. 158 The accompanying notes are an integral part of these financial statements
| OPERATING ACTIVITIES | Notes | 31 December 2014 | 31 December 2013 |
|---|---|---|---|
| Cash paid to trade creditors | 552,793 | 1,441,952 | |
| Cash paid to employees | 753,043 | 819,131 | |
| Cash flow generated by operations | (1,305,836) | (2,261,083) | |
| Income taxes (paid)/received | (623,877) | 671,543 | |
| Other cash receipts/(payments) relating to operating activities Net cash flow from operating activities [1] |
(167,454) (849,413) |
(377,713) (3,310,339) |
|
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 21 | 32,597,559 | 188 |
| Interest and similar income | 9,528,735 | 9,972,687 | |
| Dividends | 125,805,486 | 12,355,245 | |
| Others | 746,313 | 2,023,374 | |
| Loans obtained | 191,422,949 | 48,207,348 | |
| 360,101,042 | 72,558,842 | ||
| Cash payments arising from: | |||
| Investments | 21 | 330,699,459 | - |
| Tangible assets | 18,574 | 7,000 | |
| Loans granted | 464,521,489 | 47,595,400 | |
| Net cash flow from investment activities [2] | 795,239,522 (435,138,480) |
47,602,400 24,956,442 |
|
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Sale of own shares | 42,606 | - | |
| Loans obtained | 505,402,128 | 20,300,000 | |
| 505,444,734 | 20,300,000 | ||
| Cash Payments arising from: | |||
| Interest and similar costs | 10,766,017 | 9,673,022 | |
| Acquisition of own shares | 404,783 | 859,420 | |
| Loans obtained | 53,960,000 | 31,000,430 | |
| Net cash flow from financing activities [3] | 65,130,800 440,313,934 |
41,532,872 (21,232,872) |
|
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 4,326,041 | 413,231 | |
| Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period |
8 8 |
786,250 5,112,291 |
373,019 786,250 |
The accompanying notes are an integral part of these financial statements
| th Quarter 2014 4 |
4th Quarter 2013 | |
|---|---|---|
| (Unaudited) | (Unaudited) | |
| OPERATING ACTIVITIES | ||
| Cash paid to trade creditors | 149,699 | 222,654 |
| Cash paid to employees | 211,232 | 266,667 |
| Cash flow generated by operations | (360,931) | (489,321) |
| Income taxes (paid)/received | 212,632 | 846,945 |
| Other cash receipts/(payments) relating to operating activities Net cash flow from operating activities [1] |
199,786 (373,777) |
282,782 (1,053,484) |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: | ||
| Investments | 32,597,559 | 188 |
| Interest and similar income | (583,347) | 1,009,777 |
| Dividends | 110,934,700 | - |
| Others | 746,313 | 2,023,374 |
| Loans granted | 149,054,315 | 35,663,561 |
| 292,749,540 | 38,696,900 | |
| Cash payments arising from: | ||
| Investments | 330,699,459 | - |
| Tangible assets | 16,960 | - |
| Loans granted | 417,763,080 | 27,995,900 |
| 748,479,499 | 27,995,900 | |
| Net cash flow from investment activities [2] | (455,729,959) | 10,701,000 |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Loans obtained | 434,402,128 | 700,000 |
| 434,402,128 | 700,000 | |
| Cash Payments arising from: | ||
| Interest and similar costs | 2,887,524 | 2,356,539 |
| Acquisition of own shares | - | 358,072 |
| Loans obtained | (29,309,806) | 7,195,630 |
| (26,422,282) | 9,910,241 | |
| Net cash from financing activities [3] | 460,824,410 | (9,210,241) |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 4,720,674 | 437,275 |
| Cash and cash equivalents at the beginning of the period | 15,242 | 348,975 |
Cash and cash equivalents at the end of the period 301,335 786,250
The accompanying notes are an integral part of these financial statements
Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.
The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards
The main accounting policies adopted in preparing the accompanying individual
2.1 Basis of preparation The accompanying individual financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS"), issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the "International Financial Reporting Interpretations Committee" ("IFRIC"), previously named "Standing Interpretations Committee" ("SIC"), beginning on 1 January 2014.
As at the date of the approval of these consolidated financial statements, the following standards have been endorsed by the European Union
| Date of endorsement by the EU |
Effective Date (Started on or after) |
|
|---|---|---|
| IFRS 10 - Consolidated Financial Statements | 11-12-2012 | 01-01-2014 |
| IFRS 11 - Joint Arrangements | 11-12-2012 | 01-01-2014 |
| IFRS 12 - Disclosure of Interests in Other Entities | 11-12-2012 | 01-01-2014 |
| IAS 27 - Separate Financial Statements IAS 28 - Investments in Associates and Joint Ventures |
11-12-2012 11-12-2012 |
01-01-2014 01-01-2014 |
| Amendments to IAS 32 Financial Instruments - Presentation - Offsetting Financial Assets and Financial Liabilities |
13-12-2012 | 01-01-2014 |
| Amendments to IFRS 10, IFRS 11 and IFRS 12 | 04-04-2013 | 01-01-2014 |
| Amendments to IFRS 10, IFRS 12 and IAS 27 Amendments to IAS 39 – Financial Instruments: Recognition and |
20-11-2013 19-12-2013 |
01-01-2014 01-01-2014 |
| Measurement Amendments to IAS 36 – Impairment of Assets |
19-12-2013 | 01-01-2014 |
| Date of endorsement by the EU |
Effective Date (Started on or after) |
|||||
|---|---|---|---|---|---|---|
| IFRIC 21 - Levies | 13-06-2014 | 17-06-2014 | ||||
| Annual Improvements |
to | International | Financial | Reporting | 17-12-2014 | 01-07-2014 |
| Standards – 2010-2012 Annual Improvements Standards – 2011-2013 |
to | International | Financial | Reporting | 18-12-2014 | 01-01-2015 |
There will be no material impacts on future financial statements of the Group from
adopting these standards. The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments, which are stated at fair value (Note 2.3).
2.2. Borrowing costs Financial charges connected with loans contracted are generally recognised as a cost in accordance with the accruals principle, using for this purpose the effective interest rate method
a) Investments Investments are classified into the following categories:
Held to maturity - Investments measured at fair value through profit or loss
Available-for-sale Held to maturity investments are classified as non-current assets unless they mature within 12 months of the balance sheet date. Investments classified as held to maturity have defined maturities and the Company has the intention and ability to hold them until the maturity date. Investments measured at fair value through profit or loss are classified as current investments. Available-for-sale investments are
classified as non-current assets. Investments measured at fair value through profit and loss include investments held for negotiation, which the company acquires with a view to disposal within a reasonable period of time and are classified in the balance sheet as current
investments. The Company classifies as available for sale investments those, which are not classified as investments measured at fair value through profit and loss nor as investments held to maturity. These investments are classified as non current assets, unless there is an intention to dispose of them within 12 months of the balance sheet date.
All purchases and sales of investments are recognised on the trade date,
independently of the settlement date. Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs, in the case of available for sale
investments. Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted
market price and whose fair value cannot be reliably measured are stated at cost,
less impairment losses. Gains and losses arising from a change in fair value of available-for-sale investments are recognised directly in equity, under Fair value reserve, until the investment is sold or otherwise disposed of, or until its fair value is lower than its carrying amount and that corresponds to an impairment loss, at which time the cumulative gain or
loss previously recognised in equity is transferred to net profit or loss for the period. Gains and losses resulting from changes to the fair value of derivatives valued at fair value are shown in the financial statements in the caption net financial
charges/income. Held to maturity investments are carried at amortised cost using the effective
interest rate, net of capital reimbursements and interest income received. In accordance with IAS 27, investments in affiliated and associated undertakings are stated at acquisition cost, less impairment losses.
b) Classification as Equity or Liability Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
c) Loans Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in Note 2.4. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
d) Trade accounts payable Trade accounts payable are stated at their nominal value.
e) Derivatives The Company uses derivatives in the management of its financial risks only to hedge such risks, and/or to optimize funding costs, in accordance with the interest rate risk
policy stated in Note 3.1. The derivatives used by the Company defined as cash-flow hedge instruments relate mainly to interest rate hedge instruments on loans contracted. The indices, calculation methods, dates for re-fixing interest rates and the reimbursement plans for the interest rate hedge instruments are all identical to the conditions established for the underlying contracted loans, and thus qualify as perfect hedges. Inefficiencies that may exist are shown in the caption Net financial income/expenses
in the income statement. The Company's criteria for classifying a derivative instrument as a cash-flow hedge instrument include:
inception of the hedge;
the forecast transaction that is being hedged is highly probable. Cash-flow hedge instruments used by the Company to hedge the exposure to changes in interest rates of its loans are initially accounted for at cost, if any, and subsequently adjusted to their corresponding fair value. Changes in fair value of these cash flow hedge instruments are recorded in equity, under the caption Hedging reserves, and then recognised in the income statement over the same period in which the hedged instrument affects profit or loss.
Hedge accounting of derivative instruments is discontinued when the instrument matures or is sold. Whenever a derivative instrument can no longer be qualified as a hedging instrument, the fair value differences recorded in equity, under the caption Hedging reserves, are transferred to profit or loss of the period or to the carrying amount of the asset that resulted from the hedged forecast transaction. Subsequent
changes in fair value are recorded in the income statement. In cases in which derivative instruments, in spite of having been negotiated in accordance with the interest rate risk policy stated in Note 3.1, in relation to which the Company did not apply hedge accounting, are initially recorded at cost, if any, and subsequently measured at fair value. Changes in value resulting from the measurement at fair value, calculated using especially designed software tools, are
included in Net financial charges in the income statement. When embedded derivatives exist, they are accounted for as separate derivatives when the risks and characteristics are not closely related to economic risks and characteristics of the host contract, and this is not stated at fair value, and unrealized gains or losses arising from these derivatives recorded in the income
statement. In specific situations, the Company may use interest rate derivatives with the goal of obtaining fair value hedging. In these situations, derivatives are booked at their fair value in the profit and loss account. In situations in which the derivative involved is not measured at fair value (in particular borrowings measured at amortised cost), the effective share of hedging will be adjusted to the accounting value of the derivative hedged through the profit and loss account.
f) Cash and cash equivalents Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject
to insignificant risk of change in value. In the cash-flow statement, cash and cash equivalents also include bank overdrafts, which are included in the balance sheet caption current bank loans
2.4. Revenue recognition and accrual basis Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for
which their real amount is not known are estimated. Other current assets and Other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they will be recognised in the income
2.5. Subsequent events Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the financial statements. Events after the balance sheet date that are non-adjusting
2.6. Judgements and estimates The most significant accounting estimates reflected in the financial statements are as follows:
d) Calculation of the fair value of derivatives. Estimates were based on the best information available at the date of the preparation of the financial statements and on the best knowledge and experience of past and/or current events. These estimates may, however, be affected by subsequent events which are not foreseeable at the present day. Changes to these estimates, which take place after the date of the financial statements, will be
recognized prospectively in the income statement, in accordance with IAS 8. The main estimates and assumptions concerning future events included in the financial statements are described in the corresponding notes to the accounts, when applicable.
2.7. Income Tax Current income tax is determined in accordance with tax rules in force in Portugal,
considering the profit for the period. The Company is subject to a special fiscal regime applicable to Group companies, according article 69 and next of the IRC code (RETGS), being part of a fiscal perimeter whose mother company is Sonae Capital SGPS, SA. Companies being part of the perimeter of the Group of companies subject to this regime calculate and account for Tax Income as on a stand-alone basis. The tax savings attributed to the
RETGS is accounted for at the mother company. Deferred taxes are calculated using the balance sheet liability method. Deferred tax assets are recognised only when their use is probable.
e) Interest rate risk - POLICY As a result of maintaining its debt in the consolidated balance sheet at variable rates, and the resulting cash flows from interest payments, the Group is exposed to
a Euro interest rate risk.
In view of the above, the Group policy concerning this issue defines a case by case review of each potential transaction, such that any contract for derivatives must follow the following principles:
Derivatives are not used for trading or speculation;
f) Interest rate risk – Sensitivity Analysis
Given the above mentioned assumptions, if interest rates of financial instruments denominated in euro had been 0.75 percentage points higher/lower, the consolidated net profit before tax of the Group as at 31 December 2014 would have been higher/lower by 174,092.4 euro (as at 31 December 2013 they would have been higher/lower by 141,658.31 euro).
g) Exchange rate risk Sonae Capital is not exposed to a exchange risk.
h) Other price risks The Company is exposed to risks arising from the value of investments made in financial shareholdings. However, these investments are in general made with strategic objectives in mind and not for current trading.
3.2. Credit Risk Credit risks at Sonae Capital arises mainly from (i) its relationships with financial institutions in the course of its day to day business activity, and (ii) the risk of non
compliance by business counterparts in portfolio transactions. - Financial Institutions: The credit risk is linked to possible non compliance by Financial Institutions, from which the Company, in its normal operational activity, contracted term deposits, cash balances and derivatives.
To mitigate this risk, the Company: a) Only executes transactions with counterparts with Investment Grade minimum rating and/or financial institutions with high credit quality, giving
preference to banking institutions with which the Company already works; b) Diversifies its counterparts, in order to avoid an excessive concentration of
credit risk; c) Defines a limited range of eligible instruments (aimed at not contracting complex instruments, whose structure is not entirely known), requiring proper
authorization from the Board of Directors for use of other alternative instruments; d) Regularly monitors total exposures with each counterpart, in order to
guarantee compliance with the policy established. - Shareholding Buy/Sale transactions: In the course of its business, the Company is exposed to the credit risk of counterparts with whom it agrees transactions concerning investments in shareholdings. In these cases, the means used to mitigate risks are determined on a one on one basis, in order to take into account the specifics of the transaction, with the constant supervision of the Board of Directors. Despite the wide range of means used, there exists always the possibility of using normal market methods, namely carrying out due diligence, obtaining financial information concerning the counterpart in question, or the pledging of an asset which is released when the financial transaction has been completed.
3.3. Liquidity Risk The objective of liquidity risk management is to ensure at any given moment that the Company has the financial capability under favourable market conditions to: (i) comply with its payment obligations when these fall due and (ii) ensure in a timely manner the
appropriate financing for the development of its businesses and strategy. To that end, the Company aims at maintaining a flexible financial structure, so that the process of managing liquidity within the Company includes the following key aspects:
Financial planning based on cash flow forecasts and for different time periods (weekly, monthly, annual and multi year);
liquidity while optimising the amount of commitment commissions payable. Negotiation of contract terms which reduce the possibility of early
FINANCIAL INVESTMENTS
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 494,491,377 | 584,195,526 |
| Investments in other companies | ||
| Sonae RE - (0,04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0,001%) | 2,546 | 2,546 |
| Matadouro Alto Alentejo, SA - (0,89%) | 1 | - |
| NET Novas Tecnologias, SA - (2,80%) | 23,034 | - |
| Saúde Atlântica - Gestão Hospitalar, SA (0,01%) | 34 | - |
| Fundo F HITEC - (6,46%) | 250,950 | - |
| 494,769,143 | 584,199,272 | |
| Impairment | (60,653,147) | (7,420,029) |
| 434,115,996 | 576,779,243 |
4.1 Investments in affiliated and associated undertakings As at 31 December 2014 and 31 December 2013, the detail of Investments in
| Affiliated and Associated Companies is as shown in the table below | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Fair | Book Value | 31 December 2014 Fair Value |
Equity | Profit / (Loss) for the |
| Value | Reserve | period | ||||
| CAPWATT, S.G.P.S., S.A. | a ) 100.00% |
- | 2,725,000 | - | 2,705,388 | (19,612) |
| Fundo Esp de Invest. Imob Fechado WTC | 59.57% | - | 42,057,274 | - | 70,328,267 | 2,177,577 |
| Imoareia - Invest. Turísticos, S.G.P.S., S.A. | b ) 100.00% |
- | 167,132,793 | - | 82,812,376 | (428,587) |
| Interlog - SGPS, S.A. | 98.938% | - | 21,658,210 | - | 21,753,654 | 84,688 |
| Lidergraf - Artes Gráficas, SA. | 24.50% | - | 1,125,301 | - | 5,315,674 | 927,549 |
| Praedium SGPS, S.A. | 100.00% | - | 25,577,659 | - | 20,264,008 | (2,512,717) |
| Sonae Turismo, S.G.P.S., S.A. | b ) b ) b ) d ) 100.00% |
- | 93,714,351 | - | 53,056,218 | (23,739,606) |
| SC Finance B.V. | b ) 100.00% |
- | 263,698 | - | 294,502 | 16,205 |
| SC, S.G.P.S., S.A. | - | - | - | - | - | |
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | c ) 100.00% |
- | 34,575,100 | - | 27,117,565 | (865,317) |
| Sistavac, SGPS, S.A. | 70.00% | - | 32,492,436 | - | 41,148,204 | 448,657 |
| Solinca - Health & Fitness, S.A. | 100.00% | - | 13,553,639 | - | 1,220,444 | (279,556) |
| SC Hospitality, SGPS, S.A | b ) b ) c),e) |
- | - | - | 161,881,455 | 80,590,255 |
| Spred, S.G.P.S., S.A. | 100.00% | - | 59,615,917 | - | 40,939,316 | 23,292,661 |
| Total | b ) | 494,491,377 |
| 31 December 2013 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Fair | Book Value | Fair Value | Equity | Profit / (Loss) for the |
| Value | Reserve | period | ||||
| CAPWATT, S.G.P.S., S.A. | - | - | - | - | - | - |
| Fundo Esp de Invest. Imob Fechado WTC | 59.57% - |
- | 42,057,274 - |
- | 69,051,803 - |
3,254,971 - |
| Imoareia - Invest. Turísticos, S.G.P.S., S.A. Interlog - SGPS, S.A. |
- | - | - | - | - | - |
| Lidergraf - Artes Gráficas, SA. | - | - | - | - | - | - |
| Praedium SGPS, S.A. | - | - | - | - | - | - |
| Sonae Turismo, S.G.P.S., S.A. | 74.64% | 82,000,000 | 115,085,736 | 3,000,406 | ||
| SC Finance B.V. | - | - | - | - | - | - |
| SC, S.G.P.S., S.A. | 100.00% | 382,638,253 | 396,003,917 | 12,186,260 | ||
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | - | - | - | - | - | - |
| Sistavac, SGPS, S.A. | - | - | - | - | - | - |
| Solinca - Health & Fitness, S.A. | - | - | - | - | - | - |
| SC Hospitality, SGPS, S.A | 23.08% | 37,500,000 | 81,291,201 | (6,014,815) | ||
| Spred, S.G.P.S., S.A. Total |
54.05% | 40,000,000 584,195,526 |
74,699,021 | 2,160,385 | ||
| a) company establish in 2014 b) company acquired in 2014 c) company sold in 2014 d) company previously SC Assets SGPS, SA e) company previously Sonae Turismo SGPS, SA Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated. Impairment tests on financial investments were performed, based on external valuations of the real estate of group companies or DCF methodology, to assess the fair value of such investments As at 31 December 2014 and 31 December 2013, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below. 31 December 2014 31 December 2013 Fundo Esp.Inv.Imo.Fec. WTC (159,628) (920,029) SC Hospitality, SGPS, S.A - (6,500,000) Spred, SGPS, SA (16,926,218) - Sonae Turismo, SGPS, SA (43,567,301) - (60,653,147) (7,420,029) |
||||||
| 5. OTHER NON-CURRENT ASSETS | ||||||
| As at 31 December 2014 and 2013, other non-current assets are detailed as follows: | ||||||
| 31 December 2013 | 31 December 2013 | |||||
| Loans granted to group companies: SC, SGPS, SA Sonae Turismo, SGPS, SA Praedium, SGPS, SA Imoareia - Invest. Turísticos, S.G.P.S., SA SC-Eng. e Promoção imobiliária, S.G.P.S., SA Solinca - Health & Fitness, SA |
11,703,934 85,134,991 94,593,637 2,788,000 2,864,968 |
- | 121,338,653 31,713,043 - - - - |
|||
| 197,085,531 | 153,051,695 | |||||
| These assets were not due or impaired as at 31 December 2014. The fair value of loans granted to Group companies is basically the same as their book value. Loans to group companies interest at market rates and are repayable within a period exceeding one year. The interest rate as at 31 December 2014 stood, in average, at approximately 4.821%. |
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Fundo Esp.Inv.Imo.Fec. WTC | (159,628) | (920,029) |
| SC Hospitality, SGPS, S.A | - | (6,500,000) |
| Spred, SGPS, SA | (16,926,218) | - |
| Sonae Turismo, SGPS, SA | (43,567,301) | - |
| 31 December 2013 | 31 December 2013 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | - | 121,338,653 |
| Sonae Turismo, SGPS, SA | 11,703,934 | 31,713,043 |
| Praedium, SGPS, SA | 85,134,991 | - |
| Imoareia - Invest. Turísticos, S.G.P.S., SA | 94,593,637 | - |
| SC-Eng. e Promoção imobiliária, S.G.P.S., SA | 2,788,000 | - |
| Solinca - Health & Fitness, SA | 2,864,968 | - |
| 197,085,531 | 153,051,695 |
As at 31 December 2014 and 2013, other current assets are made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Other Debtors - Group | 4,077,753 | - |
| Loans granted | 207,734,600 | 559,800 |
| Other Debtors | 347,371,160 | 81,727 |
| Income tax withheld | 7,519,432 | 847,476 |
| Accrued income | 5,948,878 | 4,984,735 |
| Deferred costs | 532,236 | 496,690 |
| 573,184,059 | 6,970,428 |
The balance registered at Shareholding, other Operations is related to the values
transferred from subsidiaries under the IRC regime (RETGS). As at 31 December 2014 and 2013, the item Loans Granted is related to financial operations with the following subsidiaries:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| SC, SGPS, SA | - | 232,300 |
| SC Assets SGPS, SA | - | 327,500 |
| Aqualuz - Turismo e Lazer, Lda | 139,000 | - |
| Bloco Q-Soc.Imobil.SA | 310,000 | - |
| Casa da Ribeira-Sociedade Imobiliária, S.A. | 8,000 | - |
| The Artist Porto Hotel & Bistrô - Activ. Hotel., S.A. | 316,000 | - |
| Contacto Concessões, SGPS, S.A. | 1,041,000 | - |
| Imoareia - Invest. Turísticos, SGPS, SA | 87,537,900 | - |
| Inparvi SGPS, SA | 118,000 | - |
| Martimope-Empreendimentos Turísticos, SA Praedium SGPS, SA |
214,000 100,050,000 |
- - |
| Praedium II-Imobiliária,SA | 5,000 | - |
| SC-Eng. e promoção imobiliária,SGPS,S.A. Sete e Meio Herdades-Inv. Agr. e Tur.,SA |
2,890,200 1,000 |
- - |
| Solinca - Health & Fitness, SA | 1,162,000 | - |
| Sótaqua - Soc. de Empreend. Turisticos | 6,000 | - |
| Spinveste-Gestão Imobiliária SGII,SA | 952,000 | - |
| Spinveste - Promoção Imobiliária, SA | 2,000 | - |
| CAPWATT, SGPS, S.A. | 12,982,500 207,734,600 |
- 559,800 |
Loans to group companies interest at market rates and are repayable within a period inferior to one year. The interest rate as at 31 December 2014 stood, in
average, at approximately 6.229%. The item Other Debtors includes as at 31 December 2014 the amount 346,559,973 euro relative to a debt from SC Finance BV relative to the sale of SC SGPS, SA in December 2014. The effective payment was due to February 2015.
As at 31 December 2014 and 2013, the item State & Other public Entities are made up as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Income tax withheld | 2,359,147 | 846,476 |
| Income tax (advanced payment) | 2,028,682 | 1,000 |
| Income tax | 3,131,602 | - |
| 7,519,431 | 847,476 |
The value registered for as Tax Income (IRC) refers to the tax saving driven by the
RETGS. The amount registered in Accrued Income includes 5,944,535 euro relative to
interest o loan granted to subsidiaries. Deferred Costs includes 489,423 euros relative to bank commissions that are deferred for the loan period.
Deferred tax assets and liabilities as at 31 December 2014 and 2013 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| Tax losses carried forward | 4,069,727 | 31 December 2014 31 December 2013 407,059 |
- | 31 December 2014 31 December 2013 - |
During the periods ended 31 December 2014 and 2013, movements in deferred tax
| 778 | |||
|---|---|---|---|
| - | |||
| (778) | |||
| - | |||
| - | |||
| - | |||
| 407,059 3,687,193 (24,525) 4,069,727 - 4,069,727 |
Activos por impostos diferidos 31 December 2014 31 December 2013 429,213 12,108 (34,262) 407,059 - 407,059 |
Passivo por impostos diferidos 31 December 2014 31 December 2013 - - - - - - |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 December 2014
| 31 December 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Prejuízo fiscal |
Deferred tax assets |
To be used until |
Prejuízo fiscal |
Deferred tax assets |
To be used until |
|
| - | - | 2014 | 552,093 | 126,981 | 2014 | |
| Generated in 2010 | ||||||
| Generated in 2011 | 1,165,089 | 244,669 | 2015 | 1,165,089 | 267,970 | 2015 |
| Generated in 2013 | 61,175 | 12,847 | 2018 | 52,641 | 12,107 | 2018 |
| Generated in 2014 | 18,153,387 19,379,651 |
3,813,211 4,070,727 |
2018 | - 1,769,823 |
- 407,059 |
As at 31 December 2014 and 2013, cash and cash equivalents can be detailed as
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Cash | 4 | 1,004 |
| Bank deposits | 5,112,287 | 785,247 |
| Cash and cash equivalents in the balance sheet | 5,112,291 | 786,250 |
| Bank overdrafts | - | - |
| Cash and cash equivalents in the cash flow statement | 5,112,291 | 786,250 |
The share capital of Sonae Capital SGPS, SA both in December 2014 and 2013 is represented by 250,000,000 ordinary shares, which do not have the right to a fixed
During 2014 the Company has acquired in the stock exchange market 1,034,500 own shares, representing 0.4138% of its share capital, for a global amount of 404,782.67 euros and has sold 85,212 shares for a total amount of 42,606 euros. As at 31 December 2014, Sonae Capital SGPS, S.A. owns 6,068,850 own shares representing 2.428% of its share capital.
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Free reserves | 159,368,447 | 153,952,948 |
| Demerger reserve | 132,638,252 | 132,638,252 |
| Own shares reserve | 1,486,301 | 1,124,125 |
| 293,493,001 | 287,715,325 |
As at 31 December 2014 and 31 December 2013 this caption included the following
| Non Current | ||||
|---|---|---|---|---|
| - | ||||
| - | ||||
| 12,650,000 | ||||
| 30,000,000 | ||||
| 24,000,000 | ||||
| - | ||||
| - | ||||
| j) | - | |||
| - | ||||
| (501,771) | ||||
| 66,148,229 | ||||
| 36,290,000 | 75,613,439 | 90,250,000 | - 66,148,229 |
|
| 10,000,000 | ||||
| - | ||||
| - | 52,013,159 | - | (735) 9,999,265 |
|
| 76,147,494 | ||||
| a) d) b) c) g) i) k) Up-front fees not yet charged to income statement Up-front fees not yet charged to income statement |
Current 11,750,000 8,250,000 - - 3,290,000 3,500,000 4,000,000 3,000,000 2,500,000 - 36,290,000 - - - - 36,290,000 |
31 December 2014 Non Current - - 28,900,000 30,000,000 12,337,500 4,750,000 - - - (374,061) 75,613,439 - 10,000,000 42,500,000 (486,841) 127,626,597 |
31 December 2013 Current 75,000,000 8,250,000 - - 7,000,000 - - - - - 90,250,000 - - - - 90,250,000 |
The interest rate on bank loans and bonds in force on 31 December 2014 was on average 3.400%
Bank loans pay interest rates that are indexed to the Euribor market rates of the
period, and its fair value is considered close to its book value. Other non-current loans include government reimbursable grants to group companies, which do not bear interest.
In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome
such renewables The repayment schedule of the nominal value of borrowings may be summarised as
| 31 December 2014 | ||||
|---|---|---|---|---|
| 31 December 2013 | ||||
| Capital | Interest | Capital | Interest | |
| N+1 | 36,293,800 (5,009,570) | 90,250,000 | (6,032,370) | |
| N+2 | 26,173,333 | (4,133,292) | 7,000,000 | (4,115,231) |
| N+3 | 44,423,333 | (3,661,382) | 21,216,667 | (3,171,801) |
| N+4 | 12,923,333 | (2,234,577) | 44,216,667 | (1,845,410) |
| N+5 | 44,967,500 | (944,533) | 4,216,667 | (1,542,885) |
| After N+5 | - | - | - | - |
| 164,781,300 (15,983,355) | 166,900,000 | (16,707,697) |
As at 31 December 2014 and 31 December 2013, available credit lines may be
| 31 December 2013 | ||||
|---|---|---|---|---|
| 31 December 2014 | ||||
| Commitments | Commitments | |||
| Amounts of credit lines available | less than 1Y 30,099,398 |
over 1 Y 7,700,000 |
less than 1Y 39,599,398 |
over 1 Y 23,950,000 |
As at 31 December 2014 and 2013 other creditors can be detailed as follows:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans | 472,356,998 | 18,796,170 |
| Other creditors | 4,191,042 476,548,040 |
1,912 18,798,082 |
As at 31 December 2014 and 2013 the caption loans granted is relative to financial operations granted to the following subsidiaries:
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Group companies - Short term loans: | 12,513,000 | - |
| Imobeauty, S.A. | 21,774,000 | - |
| Interlog-SGPS,SA | 13,000 | - |
| Porturbe-Edifícios e Urbanizações,SA | 263,000 | - |
| SC Finance BV | 16,030,513 | - |
| Sonae Turismo, S.G.P.S., S.A. | 232,684,567 | - |
| SC, SGPS, SA | 14,301,000 | - |
| Sistavac, SGPS, S.A. | 3,610,000 | - |
| Solinca-Investimentos Turísticos,SA | 9,000 | - |
| Soltroia-Imob.de Urb.Turismo de Tróia,SA | 135,685,517 | - |
| SC Hospitality, SGPS, S.A | 35,473,400 | 18,796,170 |
| Spred, SGPS, SA | 472,356,998 | 18,796,170 |
Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 31 December 2014 was, in average,
approximately 0.329%. The item Other Creditors - other, there are included 4,172,764 euros relative transfers from subsidiaries of tax estimates under the special regime RETGS.
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 4,170,928 | 80,830 |
| Accruals: | ||
| Staff costs | 339,294 | 235,119 |
| Interest payable | 657,638 | 1,101,139 |
| Other accruals | 37,253 | 4,410 |
| Deferred income | 4,292 | 4,578 |
| 5,209,406 | 1,426,077 |
As at 31 December 2014 and 2013 the item state and Other public Entities can be
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Income taxation | 4,105,403 42,766 |
8,534 |
| Income taxation - amounts withheld | 60,834 | |
| VAT | 69 | 69 |
| Social security contributions | 22,690 | 11,394 |
| 4,170,928 | 80,830 |
As at 31 December 2014 and 2013 External Supplies and services can be detailed as
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Operational rents | 44,738 | 35,463 |
| Insurance costs | 48,952 | 45,319 |
| Travelling expenses | 26,560 | 30,177 |
| Services obtained | 302,962 | 1,313,257 |
| Other services | 15,951 | 14,123 |
| 439,162 | 1,438,340 |
The item Specialized Work included, in 2013, 468 thousand euro of consultant services that have not occur in 2014. On the other hand, the shared services fee was, in 2014, 605 thousand euro below 2013.
| N+1 | 11,680 | 25,870 |
|---|---|---|
| N+2 | 8,892 | 15,091 |
| N+3 | 8,892 | - |
| N+4 | - | - |
| N+5 | - | - |
| 29,464 | 40,961 |
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Governing bodies' remunerations | 892,903 | 737,243 |
| Social security contributions | 108,211 | 49,939 |
| Other staff costs | 28,130 | 39,475 |
| 1,029,244 | 826,656 |
| 31 December 2014 | 31 December 2013 | ||
|---|---|---|---|
| N+1 | 11,680 | 25,870 | |
| N+2 | 8,892 | 15,091 | |
| N+3 | 8,892 | - | |
| N+4 | - | - | |
| N+5 | - 29,464 |
- 40,961 |
|
| 16. STAFF COSTS As at 31 December 2014 and 2013, staff costs were made up as follows: |
|||
| 31 December 2014 892,903 |
31 December 2013 737,243 |
||
| Governing bodies' remunerations | 108,211 | 49,939 | |
| Social security contributions Other staff costs |
28,130 | 39,475 | |
| 1,029,244 | 826,656 | ||
| 17. NET FINANCIAL EXPENSES AND INVESTMENT INCOME | |||
| As at 31 December 2014 and 31 December 2013, Net Financial Expenses and Investment Income can be detailed as follows: |
|||
| 31 December 2014 | 31 December 2013 | ||
| Interest payable and similar expenses | |||
| Interest arising from: | (5,547,709) | (7,281,771) | |
| Bank loans Bonds |
(1,604,973) | (479,623) | |
| (107,896) | (103,892) | ||
| Other Other financial expenses |
(2,677,679) | (2,037,730) | |
| (9,938,257) | (9,903,016) | ||
| Interest receivable and similar income | |||
| Interest income | 10,795,440 | 9,849,467 | |
| 10,795,440 | 9,849,467 | ||
| 857,183 | |||
| Net financial expenses | (53,549) | ||
| Reversal of Impairment losses (Note 4.1) | (53,233,118) | ||
| 125,805,486 | (5,993,119) | ||
| Dividends received | (62,404,442) | 12,355,245 | |
| losses on Financial investments | 2,023,561 | ||
| Other income Investment income |
746,502 10,914,428 |
8,385,687 | |
| As at 31 December 2014, the amount of dividends received from affiliated companies was as follows |
| Sonae Turismo SGPS, SA | 29,391,735 |
|---|---|
| SC, SGPS, SA | 65,576,947 |
| Spred SGPS, SA | 30,836,804 |
| 125,805,486 |
As at 31 December 2014, the amount registered as losses on Financial investments is related to the capital loss driven by the sale of subsidiaries as follows:
| SC, SGPS, SA | 57,502,001 |
|---|---|
| Sonae Turismo,SGPS, SA | 4,902,441 |
| 62,404,442 |
As at 31 December 2014 and 2013, Taxation was made up as follows:
| 31 December 2014 | 31 December 2013 | ||
|---|---|---|---|
| Current tax | 3,103,952 | (8,502) | |
| Deferred tax | 3,662,668 | (21,375) | |
| 6,766,620 | (29,877) |
The reconciliation between profit before income tax and taxation for the periods ended 31 December 2014 and 31 December 2013 is made up as follows:
| 31 December 2014 Total |
31 December 2013 Total |
|
|---|---|---|
| Profit before income tax | 10,268,585 | 6,111,641 |
| Increases or (decreases) in taxable profit: | ||
| (7,420,029) | (506,881) | |
| Reversal of Impairment losses Dividends received |
(125,805,486) | (12,355,245) |
| Payment based on shares | (110,250) | - |
| 60,653,147 | 6,500,000 | |
| Impairment losses | 62,404,442 | 197,843 |
| Taxable Profit | (9,591) | (52,641) |
| Taxable Income | - | - |
| Tax Charge (23%) | 3,131,602 | - |
| tax savings (RETGS) | - | 32 |
| Under/Over taxation estimates | ||
| Autonomous taxes | (27,650) 3,662,668 |
(8,534) (21,375) |
| Effect of increases or decreases in deferred taxes Taxation |
6,766,620 | (29,877) |
As stated in Note 2.7, the Company is taxable according to the RETGS.
| 31 December 2014 | 31 December 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | 17,035,205 | 6,081,764 |
| earnings per share (Net profit for the period ) | ||
| Effect of dilutive potential shares | - | - |
| Net profit taken into consideration to calculate | ||
| diluted earnings per share | 17,035,205 | 6,081,764 |
| Number of shares | ||
| Weighted average number of shares used to calculate | 246,211,552 | 247,182,143 |
| basic earnings per share | ||
| Weighted average number of shares used to calculate | 246,211,552 | 247,182,143 |
| diluted earnings per share | ||
Earnings per share (basic and diluted) 0.06919 0.02460
| with related parties are detailed as follows: | ||||
|---|---|---|---|---|
| Expenses | Income | |||
| Transactions | 31 December 2014 | 31 December 2013 | 31 December 2014 | 31 December 2013 |
| Parent company | - | - | - | - |
| Group and associated companies | 62,643,992 62,643,992 |
650,112 650,112 |
136,590,016 136,590,016 |
9,853,678 9,853,678 |
| Accounts payable | Accounts receivable | |||
| Balances | 31 December 2014 | 31 December 2013 | 31 December 2014 | 31 December 2013 |
| Parent company | - | - | - | - |
| Group and associated companies | 4,274,417 4,274,417 |
171,441 171,441 |
356,586,604 356,586,604 |
4,984,735 4,984,735 |
| Loans obtained | Loans granted | |||
| Balances | 31 December 2014 | 31 December 2013 | 31 December 2014 | 31 December 2013 |
| Parent company | - | - | - | - |
| Group and associated companies | 472,356,998 472,356,998 |
18,796,170 18,796,170 |
404,820,131 404,820,131 |
153,611,495 153,611,495 |
In the period ended 31 December 2014 shareholders' loan contracts were entered into with the companies Sonae Turismo SGPS, SA e SC SGPS, SA.
In the period ended 31 December 2013 short-term loan contracts were entered with the companies Aqualuz, Lda, The Artist Porto Hotel, SA, Bloco Q, SA, Capwatt SGPS, Casa da Ribeira, SA, Contacto Concessões, SGPS, SA, Imoareia SGPS, SA, Imobeauty, SA, Inparvi, SGPS, SA, Interlog SGPS, SA, Martimope, SA, Porturbe, SA, Praedium II, SA, Praedium SGPS, SA, SC Assets SGPS SA, SC Eng. Prom. Imob.
SGPS, SA, SC Finance BV, SC SGPS, SA, Sete e Meio Herdades, SA, Sistavac SGPS, SA, Solinca Health andFitness, SA, Solinca Invest.Turísticos, SA, Soltroia, SA, Sotaqua, SA, Spinveste Prom. Imob, SA, Spinveste SGII, SA, Spred SGPS SA and
As at 31 December 2014 amounts due by affiliated companies can be summarized as
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| Aqualuz - Turismo e Lazer, Lda | 139,000 |
| Bloco Q-Soc.Imobil.SA | 310,000 |
| CAPWATT, SGPS, SA | 12,982,500 |
| Casa da Ribeira-Sociedade Imobiliária, SA | 8,000 |
| Contacto Concessões, SGPS, SA | 1,041,000 |
| Imoareia - Invest. Turísticos, SGPS, SA | 182,131,537 |
| Inparvi SGPS, SA | 118,000 |
| Martimope-Empreendimentos Turísticos, SA | 214,000 |
| Praedium II-Imobiliária,SA | 5,000 |
| Praedium SGPS, SA | 185,184,991 |
| SC-Eng. e Promoção imobiliária, S.G.P.S., SA | 5,678,200 |
| Sete e Meio Herdades-Inv. Agr. e Tur.,SA | 1,000 |
| Solinca - Health & Fitness, SA | 4,026,968 |
| Sonae Turismo, SGPS, SA | 11,703,934 |
| Sótaqua - Soc. de Empreend. Turisticos, SA | 6,000 |
| Spinveste - Promoção Imobiliária, SA | 2,000 |
| Spinveste-Gestão Imobiliária SGII,SA | 952,000 |
| The Artist Porto Hotel & Bistrô - Activ. Hotel., SA | 316,000 404,820,131 |
As at 31 December 2014 amounts due to affiliated companies can be summarized as follows:
| Closing Balance |
|---|
| 12,513,000 |
| 21,774,000 |
| 13,000 |
| 263,000 |
| 16,030,513 |
| 232,684,567 |
| 14,301,000 |
| 3,610,000 |
| 9,000 |
| 135,685,517 |
| 35,473,400 472,356,998 |
SUBSEQUENT EVENTS No significant events, requiring further disclosure, have occurred after 31 December
APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were approved by the Board of Directors and authorized
Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal
T (+351) 22 010 79 03
REPORT AND OPINION OF THE FISCAL BOARD
To the Shareholders of Sonae Capital, S.G.P.S., S.A.
In accordance with applicable legislation and the mandate given to the Fiscal Board, we hereby submit our Report and Opinion which covers the report of the Board of Directors and the consolidated and individual financial statements of Sonae Capital, S.G.P.S., SA for the year ended 31 December 2014, which are the responsibility of the Company's Board of Directors.
During the year, we have monitored the management of the Company, reviewed the development of the operations of the Company and of its main affiliates, and held meetings whenever considered necessary and with the appropriate scope. In face of the subject under review, these meetings were attended by key staff of the finance department, namely the Chief Financial Officer, of the planning and control department and of internal audit and risk management. We have also followed up closely the work of the statutory auditor and external auditor of the Company who kept us informed of the scope and conclusions of the audit work performed. In performing these tasks, the Fiscal Board has obtained from the Board of Directors, Company staff and affiliated companies' staff and from the statutory auditor all the necessary information and explanations, for a proper understanding and assessment of business developments, financial performance and position, as well as of risk management and internal control systems.
We have also reviewed the preparation and disclosure of financial information, as well as the statutory audit performed on the individual and consolidated accounts of the Company, having obtained from the statutory auditor all information and explanations requested. Additionally, within the scope of the mandate given to the Fiscal Board, we examined the individual and consolidated balance sheets as at 31 December 2014, the individual and consolidated statements of profit and loss by nature, statements of cash flows, statements of comprehensive income and statements of changes in equity for the year ended on that date and related notes.
We have also reviewed the report of the Board of Directors and the Corporate Governance Report for the year 2014, issued by the Board of Directors, and the Statutory Auditor's Report issued by the External Auditor of the Company, whose content we agree with.
Considering the above, we are of the opinion that the consolidated and individual financial statements referred to above were prepared in accordance with applicable accounting, legal and statutory standards and give a true and fair view of the assets and liabilities, financial position and results of Sonae Capital, S.G.P.S., SA and of its main affiliates, and that the report of the Board of Directors faithfully describes business developments, performance and financial position of the Company and of its affiliates and the main risks and uncertainties they face. We hereby inform that the Corporate Governance report issued complies with article 245-A of the Portuguese Securities Code.
The Fiscal Board would like to express its gratitude to the Company's Board of Directors and staff for their cooperation.
Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal
T (+351) 22 010 79 03
In face of the above mentioned, we are of the opinion that the Shareholders' General
Meeting can approve: a) The report of the Board of Directors, the individual and consolidated balance sheets as at 31 December 2014, the individual and consolidated financial statements of profit and loss by nature, of cash flows, of comprehensive income and of changes
in equity for the year ended on that date and related notes; b) The profit appropriation proposal of the Board of Directors.
Under the terms of Article 245, paragraph 1, c) of the Portuguese Securities Code, the members of the Fiscal Board hereby declare that, to their knowledge, the information disclosed in the Report of the Board of Directors and other accounting documents, was prepared in accordance with applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and results of the Company and of its affiliates.
Moreover, members of the Fiscal Board consider that the Report of the Board of Directors faithfully describes business developments, the performance and the position of the Company and of its affiliates and the main risks and uncertainties they face.
Armando Luís Vieira de Magalhães
Jorge Manuel Felizes Morgado
1 As required by law, we present the Audit Report for Statutory and Stock Exchange Regulatory Purposes on the financial information included in the Directors' Report and in the attached consolidated financial statements of Sonae Capital, S.G.P.S., S.A., comprising the consolidated balance sheet as at 31 December 2014 (which shows total assets of Euro 635,991,765 and total shareholder's equity of Euro 307,337,294 including non-controlling interests of Euro 9,375,864 and a net loss of Euro 6,296,990), the consolidated statement of income by nature, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the corresponding notes to the accounts.
2 It is the responsibility of the Company's Board of Directors (i) to prepare the Directors' Report and the consolidated financial statements which present fairly, in all material respects, the financial position of the Company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (ii) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code; (iii) to adopt appropriate accounting policies and criteria; (iv) to maintain appropriate systems of internal control; and (v) to disclose any significant matters which have influenced the activity, financial position or results of the Company and its subsidiaries.
3 Our responsibility is to verify the financial information included in the financial statements referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report based on our audit.
4 We conducted our audit in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Accordingly, our audit included: (i) verification that the Company and its subsidiaries' financial statements have been appropriately examined and, for the cases where such an audit was not carried out, verification, on a sample basis, of the evidence supporting the amounts and disclosures in the consolidated financial statements and assessing the reasonableness of the estimates, based on the judgements and criteria of the Board of Directors used in the preparation of the consolidated financial statements; (ii) verification of the consolidation operations and the utilization of the equity method; (iii) assessing the appropriateness of the accounting principles used and their disclosure, as applicable; (iv) assessing the applicability of the going concern basis of accounting; (v) assessing the overall presentation of the consolidated financial statements; and (vi) assessing the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.
5 Our audit also covered the verification that the information included in the Directors' Report is consistent with the financial statements as well as the verification set forth in paragraphs 4 and 5 of Article 451º of the Companies Code.
6 We believe that our audit provides a reasonable basis for our opinion.
7 In our opinion, the consolidated financial statements referred to above, present fairly in all material respects, the consolidated financial position of Sonae Capital, S.G.P.S., S.A. as at 31 December 2014, the consolidated results and the consolidated comprehensive income of its operations, the changes in consolidated equity and the consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and the information included is complete, true, up-to-date, clear, objective and lawful.
8 It is also our opinion that the information included in the Directors' Report is consistent with the consolidated financial statements for the year and that the Corporate Governance Report includes the information required under Article 245º-A of the Portuguese Securities Market Code.
March 3, 2015
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
1 As required by law, we present the Audit Report for Statutory and Stock Exchange Regulatory Purposes on the financial information included in the Directors' Report and in the attached financial statements of Sonae Capital, S.G.P.S., S.A., comprising the balance sheet as at 31 December 2014 (which shows total assets of Euro 1,213,596,591 and total shareholder's equity of Euro 567,653,369 including a net profit of Euro 17,035,205), the statement of income by nature, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and the corresponding notes to the accounts.
2 It is the responsibility of the Company's Board of Directors (i) to prepare the Directors' Report and the financial statements which present fairly, in all material respects, the financial position of the Company, the results and the comprehensive income of its operations, the changes in equity and the cash flows; (ii) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code; (iii) to adopt appropriate accounting policies and criteria; (iv) to maintain an appropriate system of internal control; and (v) to disclose any significant matters which have influenced the activity, financial position or results of the Company.
3 Our responsibility is to verify the financial information included in the financial statements referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report based on our audit.
4 We conducted our audit in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. Accordingly, our audit included: (i) verification, on a sample basis, of the evidence supporting the amounts and disclosures in the financial statements, and assessing the reasonableness of the estimates, based on the judgements and criteria of the Board of Directors used in the preparation of the financial statements; (ii) assessing the appropriateness of the accounting principles used and their disclosure, as applicable; (iii) assessing the applicability of the going concern basis of accounting; (iv) assessing the overall presentation of the financial statements; and (v) assessing the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the financial information.
5 Our audit also covered the verification that the information included in the Directors' Report is consistent with the financial statements as well as the verification set forth in paragraphs 4 and 5 of Article 451º of the Companies Code.
6 We believe that our audit provides a reasonable basis for our opinion.
7 In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of Sonae Capital, S.G.P.S., S.A. as at 31 December 2014, the results and the comprehensive income of its operations, the changes in equity and the cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and the information included is complete, true, up-to-date, clear, objective and lawful.
8 It is also our opinion that the information included in the Directors' Report is consistent with the financial statements for the year and that the Corporate Governance Report includes the information required under Article 245º-A of the Portuguese Securities Market Code.
March 3, 2015
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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