ANNUAL REPORT SEPARATE ACCOUNTS 2008

Size: px
Start display at page:

Download "ANNUAL REPORT SEPARATE ACCOUNTS 2008"

Transcription

1 ANNUAL REPORT SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 1

2 SAG GEST Soluções Automóvel Globais, SGPS,SA Listed Company Registered Share Capital: EUR 169,764,398 Taxpayer no Registered at the Amadora Registrar of Companies under no Headquarters: Estrada de Alfragide, nº Amadora Offices: Alfrapark Edifício SGC, Piso Amadora Tel: (351) Fax: (351) Web: Sede: Estrada de Alfragide, Nº 67 Amadora 2

3 MANAGEMENT REPORT SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 3

4 SAG GEST SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, S.A. Listed Company REPORT OF THE BOARD OF DIRECTORS FISCAL YEAR 2008 In accordance with the applicable regulations and the Company s By-Laws, we hereby present the Management Report and the Financial Statements regarding the financial year ending on 31 December 2008 to our Shareholders. The information contained in these documents concerns SAG GEST Soluções Automóvel Global, SGPS, S.A. s individual activity as parent company of Grupo SAG. The information concerning Grupo SAG s consolidated business is presented separately. ACTIVITY REPORT In accordance with estimates which were recently published by the European Commission, by Banco de Portugal and by the Portuguese Ministry of Finance, the Portuguese GDP stagnated in 2008 and the diverging trend of this indicator vs. the European average continued for the seventh consecutive year. GDP slowdown was particularly felt in exports and investments, reflecting a sharp deterioration in the evolution of demand both in the domestic and in the foreign market. The Brazilian economy saw a 5.3% increase in GDP, an amount which was similar to that in 2007 and substantially higher than in 2006 (5.4% and 4.0%, respectively), driven mainly by increased spending and strong consumption by households in the first three quarters of the year. Brazilian GDP growth already takes into account the deceleration which hit the Brazilian economy in the final quarter of 2008, due to the effects of the international economic crisis. Business activity of the Group that SAG SGPS leads reflected the impacts of these situations, although business conducted in the automotive sector in Portugal saw a positive operational development in the various business areas, with performances above the market average. Business activities by the Group in Brazil continued with high growth rates, as had been the case in previous years. Apart from the current business operations of the Group Companies, several operations conducted in 2008 are worth highlighting: Sede: Estrada de Alfragide, Nº 67 Amadora 4

5 As concerns development of the retail network, Affiliate Soauto SGPS acquired the majority of the capital of Loures Automóveis SA, a Dealer who handles all the makes represented by SIVA (with the exception of Luxury Brands) in the Loures region, strengthening the business area expansion strategy of the automobile retain in the Greater Lisbon area. During the 2008 financial year, SAG SGPS strengthened Unidas equity with two capital increase operations conducted in April and December, in an amount equivalent to approximately EUR 34.7 million, ensuring the balance of the relevant balance sheets. In October, SAG SGPS successfully conducted the refinancing of the SAG 2004 Bond issue, which reached maturity on that date. On November 5th 2008, SAG Gest sold the total share capital of its Affiliate Brienz Mobilidade Automotiva Ltda (Brienz) to Growth Capital Invest S.A., a Grupo SGC company and therefore a Related Entity. Brienz is a company incorporated according to the Brazilian law which was bought by SAG Gest in March 2008 and which, on the date of the transaction, was not active and did not have any assets or liabilities. For this reason, the price was BRL 1,613,058.00, which corresponded to the Company s Net Equity on the date of the transaction. In accordance with para. 2 of Clause 397 of the Companies Act, the said sale transaction was submitted to the Audit Board for its opinion, which was favourable. ACTIVITY CONDUCTED BY NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS Non-executive directors are advised about all relevant decisions made by the Executive Committee, and therefore permanently monitor the company s business. This knowledge, as well as their professional qualifications enable an active presence in the Board of Directors, both in the supervision of the management activity as well as in pursuing the company s interests in a cooperative manner. Therefore, they provide full support and advise the executive committee, namely as concerns strategy, target achievement and compliance of applicable regulations. They assess the company s monthly accounts and challenge the motive of any positive or negative deviations shown. They monitor and assess all matters concerning corporate governance, sustainability and internal codes of conduct, and address possible situations of conflict of interest regarding the company s relationship with its shareholders. Non-executive directors do not meet autonomously but, further to board meetings, maintain informal conversations about the business or operations of significant economic or strategic value, implicitly assessing the performance of their executive colleagues. OUTLOOK FOR 2009 During 2009, SAG GEST SGPS hopes to continue to strengthen the competitive position of its Affiliates in the areas in which they operate, based on a strategy that promotes sustained growth and with adequate profitability levels. TREASURY STOCK INFORMATION (CLAUSE 66 OF THE COMPANIES ACT) On 31 December 2007, the Company had 10,378,415 treasury stock, of which 10,373,315 held directly, and indirectly, 5,100 treasury stock held by affiliate Rolporto, all with the nominal value of EUR 1 each. The average unit acquisition price of these stocks was EUR During the financial year, SAG Gest bought 6,387,500 shares for an average unit price of EUR 2,3952. These acquisitions were made throughout the year, in the following manner: Sede: Estrada de Alfragide, Nº 67 Amadora 5

6 Quantity Average Unit Price Total Amount 1st Semester 6,387,500 2, ,299,450 2nd Semester Total for the Year 6,387,500 2, ,299,450 These acquisitions were made throughout the year, as follows: Under the contract with Banco de Investimento Global in its capacity as Liquidity Provider, 1,700,000 shares were bought for an average unit price of Eur 2,3636. Upon maturity of a swap contract established with a Financial Institution, 4,687,500 shares were bought for an average unit price of Eur On 31 December 2008, the Company owned directly 16,760,815 treasury stock, with the nominal value of EUR 1 each, and also controlled indirectly a further 5,100 shares held by affiliate Rolporto, as well as 5,100 shares held by affiliate Loures Automóveis, all with a nominal value of EUR 1 each. The portfolio of treasury stock held directly and indirectly corresponded to 9.879% of the total stock representing the Company s share capital on 31 December 2008, with an average unit price of EUR 1,9760. PROPOSAL FOR PROFIT APPROPRIATION The Net Result for FY 2008 was positive for an amount of 30,783,985, and the following distribution is hereby proposed: Legal Reserve (5%) EUR 1,539,200 Dividends EUR 3,429,241 Retained Earnings EUR 25,815,544 This result is affected by non-recurring results following the sale of part of the investments held by SAG Gest in some of its Affiliates. The consolidated Net Result of the Group totalled Eur Since the dividend payment policy that has been adopted determines the distribution of at least 50% of the Group s consolidated results, the Board of Directors considers that the above mentioned result should be used as reference. Therefore, following the decision of the Shareholders Meeting on 21 October 2008, the Company announced an interim dividend in the gross amount of 3,429,240.84, corresponding to Eur 0,0202 (two point two cents) per share, and for this reason the above proposal does not provide for any additional payment of dividends. Interim dividends were paid on 10 November 2008, and the amount corresponding to treasury stock held on that date is Eur 338,568.46, which is hereby proposed to be applied against Retained Earnings. SUBSEQUENT EVENTS As announced on 11 March 2009, Executive Director Manuel Ferro da Silva Meneses resigned from the post he had been elected to by the Shareholders Meeting held on 31 March 2006, effective 30 April Sede: Estrada de Alfragide, Nº 67 Amadora 6

7 FINAL NOTE In compliance with the legal and statutory provisions, the Board of Directors submits to the Shareholders approval the Annual Report 2008, in the firm belief that, to the best of its knowledge, information contained in the same was prepared in compliance with the applicable accounting standards and gives an accurate and adequate image of the Company s assets and liabilities, financial situation and results, and that the Management Report accurately reflects the development of business, performance and position of the Company and contains a description of the main risks and uncertainties that confront them. Alfragide, 27 March 2009 THE BOARD OF DIRECTORS João Manuel de Quevedo Pereira Coutinho Esmeralda da Silva Santos Dourado Carlos Alexandre Antão Valente Coutinho Fernando Jorge Cardoso Monteiro António Carlos Romeiras de Lemos Manuel Ferro da Silva Meneses Rui Eduardo Ferreira Rodrigues Pena José Maria Cabral Vozone Pedro Roque de Pinho de Almeida Sede: Estrada de Alfragide, Nº 67 Amadora 7

8 SHAREHOLDER POSITION SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 8

9 Sede: Estrada de Alfragide, Nº 67 Amadora 9

10 QUALIFIED OWNERSHIP POSITIONS SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 10

11 QUALIFIED OWNERSHIP POSITIONS 31 December 2008 SGC Investimentos - SGPS, SA (*) Direct ownership 17,391,110 shares, representing 10.24% of the share capital and corresponding to 11.37% of voting rights. (*) 100% owned by SGC - SGPS, SA SGC - SGPS, SA (**) Direct ownership Indirect ownership 111,525,324 shares, representing 65.69% of the share capital and corresponding to 72.90% of voting rights. 17,391,110 shares held by SGC Investimentos SGPS, SA, representing 10.24% of share capital and corresponding to 11.37% of voting rights. (**) 100% owned by João Manuel de Quevedo Pereira Coutinho João Manuel de Quevedo Pereira Coutinho Direct ownership 3,915 shares, representing % of the share capital and corresponding to % of voting rights. Indirect ownership Global Sum 111,525,324 shares held by SGC SGPS, SA, representing 65.69% of share capital and corresponding to 72.90% of voting rights. 17,391,110 shares held by SGC Investimentos SGPS, SA, representing 10.24% of share capital and corresponding to 11.37% of voting rights. 128,920,349 shares, representing 75.94% of the share capital and corresponding to 84.26% of voting rights. Millennium bcp Gestão de Fundos de Investimento, SA Millennium Acções Portugal 2,371,391 shares, representing 1.40% of the share capital and corresponding to 1.55% of the voting rights. Millennium PPA 1,786,985 shares, representing 1.05% of the share capital and corresponding to 1.17% of the voting rights. Sede: Estrada de Alfragide, Nº 67 Amadora 11

12 Millennium Poupança PPR Millennium Investimento PPR Millennium Aforro PPR Global Sum 192,839 shares, representing 0.11% of the share capital and corresponding to 0.13% of the voting rights. 231,413 shares, representing 0.14% of the share capital and corresponding to 0.15% of the voting rights. 17,450 shares, representing 0.01% of the share capital and corresponding to 0.01% of the voting rights. 4,600,078 shares, representing 2.71% of the share and corresponding to 3.00% of the voting rights. Barclays Bank Plc Barclays Bank Plc Barclays Fundos Global Sum 4,687,500 shares, representing 2.76% of the share capital and corresponding to 3.06% of the voting rights. 454,562 shares, representing 0.27% of the share capital and corresponding to 0.30% of the voting rights. 5,142,062 shares, representing 3.03% of the share capital and corresponding to 3.36% of the voting rights. Sede: Estrada de Alfragide, Nº 67 Amadora 12

13 FINANCIAL STATEMENTS SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 13

14 Sede: Estrada de Alfragide, Nº 67 Amadora 14

15 Sede: Estrada de Alfragide, Nº 67 Amadora 15

16 Sede: Estrada de Alfragide, Nº 67 Amadora 16

17 Sede: Estrada de Alfragide, Nº 67 Amadora 17

18 NOTES TO THE FINANCIAL STATEMENTS SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 18

19 NOTES TO THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2008 INTRODUCTION The following Notes were prepared closely bearing in mind the requirements set forth in the International Financial Reporting Standards, since it is considered that the additional information provided in accordance with these terms exceeds the minimum requirements established in the local standards (Portuguese Official Chart of Accounts - POC). Therefore, and except in what concerns their numbering, the Notes to the Financial Statements comply with the criteria defined in the POC. 1. GENERAL INFORMATION REGARDING THE COMPANY S ACTIVITY Financial Statements as at 31 December 2008 were approved by the Board of Directors. The main activity of SAG GEST SGPS, SA is the management of investments in other Companies, as an indirect form of conducting economical activities. 2. SUMMARY OF MAIN ACCOUNTING POLICIES Bases for Preparation The Financial Statements of SAG SGPS, SA were prepared in accordance with accounting principles that are generally accepted in Portugal. Therefore, this report was prepared in accordance with the historical cost convention (modified by the re-evaluation of tangible assets), on the basis of the continuity of operations in accordance with the accounting principles of prudence, consistency, substance over form and materiality. All amounts shown in the Notes herein are expressed in Euros, unless stated otherwise. Changes in accounting policies The accounting policies are consistent with those applied in previous years (unless stated otherwise). Instead of adopting the minimum requirements set forth in the Portuguese accounting regulations, it was decided to implement certain adaptations, which were deemed to be necessary for a better understanding of the Company s economic and financial situation as explained herein. Investments in affiliates Investments in the share capital of Affiliated Companies, as well as securities, are recognized at cost. The corresponding dividends are only recognized when their payment has been secured. Any interest from securities is booked in the corresponding period. Sede: Estrada de Alfragide, Nº 67 Amadora 19

20 Foreign Exchange Transactions The functional currency used in the preparation of SAG SGPS SA s Financial Statements is the Euro. Transactions in foreign currencies (outside the Euro zone) are converted into Euros using the exchange rate prevailing on the date of the transaction. Foreign currency denominated accounts receivable and payable are converted into Euros using the exchange prevailing on Balance Sheet date. All exchange rate differences are recognized as income or expense during the period in which they occur. Land, Buildings and Equipment Buildings and Equipment are recognized at cost, net of the corresponding accumulated depreciation. Depreciation is calculated using the straight-line method, in compliance with the provisions of Decree no. 2/90, dated 12 January The value of fixed assets is fully depreciated during the assets useful life, and the following depreciation rates apply: % Buildings and Other Constructions 2,00 Basic Equipment 25,00 to 31,25 Office Equipment 12,50 to 25,00 Autos and Trucks 25,00 Other Tangible Assets 20,00 to 33,33 Financial costs Loans are recognized as liabilities at their nominal value, and their costs are recognized as expenses in the period to which they relate. Intangible assets Intangible assets are valued at cost. Depreciation is calculated on a straight-line basis, using depreciation rates that allow the complete depreciation of these assets during their respective useful lives. Debtors Accounts Receivable are recognized at invoice value after deducting any adjustments for bad or doubtful accounts. Adjustments for bad and doubtful accounts are recognized when there are doubts regarding the possibility to collect debt, when collection is no longer probable or on the basis of their respective ageing. Creditors Accounts Payable are booked at invoice value. Cash and cash equivalents The Cash and Cash equivalents amount shown includes money and highly liquid investments that can be quickly converted into cash with an insignificant impact to their value. Bank Debt Bank debt recognized in the Company s Balance Sheet is exclusively engaged with financial entities that conduct their operations in Portugal. Sede: Estrada de Alfragide, Nº 67 Amadora 20

21 Provisions Provisions are made when the Company has a present (legal or constructive) obligation based on past actions, when it is probable there may be a future financial payment in connection with such obligation, and the latter can be measured reliably. Income Recognition Income is recognized as such and to the extent that it is possible that the Company will obtain a future economic benefit and that the latter value can be assessed reliably. In order for income to be recognized, the following criteria also have to be fulfilled: Services Income from services is recognized during the period in which they are provided, regardless of whether or not the relevant invoice was issued. Interest Interest income is accrued so that it is recognized in the corresponding period, regardless of whether or not the corresponding support document was generated. Dividends Dividend income is recognized when the Shareholder s right to receive such dividends is established. Income tax In accordance with current legislation, tax returns can be subject to revision and correction by the tax authorities for a four-year period (five to ten years for Social Security, depending on the application of the transitional regime). Therefore, the Company s tax returns in respect of the years 2005 to 2008 could still be subject to revisions, although the Company considers that any possible corrections resulting from tax revisions to such tax returns will not have any material impact on the Financial Statements as at 31 de December de Under the terms and conditions set forth in Portuguese Accounting Standard no. 28, the Company recognizes deferred taxes as a procedure to adequately match the tax effects of its operations and to exclude distortions associated with tax criteria that affect the economic results of certain transactions. The movement recognized during the period, and the reconciliation between the Provision for Income Taxes for the period and current income tax, as well as the breakdown of deferred taxes are described in Note 5 below. Financial instruments The Company regularly uses financial instruments or derivative financial instruments in the regular course of its operations, with the single and explicit purpose of minimizing its exposure to risks related to the fluctuation of interest and exchange rates, and not for negotiation or speculation purposes. The Company s preferential coverage instrument to protect against the said interest rate fluctuation risks is interest rate swap operations. Interest payable or receivable with regard to these instruments is balanced against income or expenses until maturity of the operations. De-recognition of financial instruments occurs when the Company no longer controls the contractual rights that govern such financial instruments, which regularly occurs when they are sold or when cash-flows from said instruments are transmitted to a third party. The Company normally engages forwards or currency options to cover exchange rate fluctuations. A mark-to-market assessment is made on a monthly basis as regards these instruments. The result of this assessment is recognized in the income statement (Note 4). Sede: Estrada de Alfragide, Nº 67 Amadora 21

22 3. REPORTING BY BUSINESS SEGMENT The Company s main reporting format is the report by business segments. The identified business areas are managed separately based on the nature of the products or services provided. Each segment represents a strategic business unit that offers different products and serves various markets. The presented segment refers to legal, financial and tax consultancy services provided to the Affiliated Companies. Business segments The following chart represents the results, assets and liabilities as at 31 December 2008 and their comparison to identical information as at 31 December 2007, with regard to the several business segments in which the Company does business: Geographical Segments With the exception of the balance in the amount of 301,992 euros corresponding to Shareholders Assets involving operations in Brazil (Note 22), all services were provided within the Portuguese domestic market, and therefore information by geographic segment is not applicable. Sede: Estrada de Alfragide, Nº 67 Amadora 22

23 4. OTHER OPERATING INCOME AND EXPENSES Other Income and Expenses are detailed as follows: Financial Income and Expenses are detailed as follows: 5. INCOME TAX The main Income Tax components as at 31 December 2008 and 2007 are as follows: Sede: Estrada de Alfragide, Nº 67 Amadora 23

24 The Company is taxed according to the Special Tax Arrangements applicable to Corporate Groups. Therefore, the amount shown under Deferred Income Tax corresponds to the tax benefit resulting from the application of the above-mentioned Arrangements which will be used by the Group in the financial year. The reconciliation between statutory tax rates applied to recognized income and the actual effective tax rate (after corrections) for the periods ending 31 December 2008 and 2007 are as follows: The following entries were booked to the Deferred Tax accounts during the years 2008 and 2007: Sede: Estrada de Alfragide, Nº 67 Amadora 24

25 7. EARNINGS PER SHARE Earnings per share as at 31 December 2008 and 2007 are as follows: 8. DIVIDENDS PAID AND PROPOSED Dividends paid in respect of the years 2007 and 2006 were as follows: The proposed distribution of dividends in respect of the 2008 period is presented in the Board of Directors Management Report: - Shareholders: Sede: Estrada de Alfragide, Nº 67 Amadora 25

26 9. LAND, BUILDINGS AND EQUIPMENT Movements in the Buildings and Equipment accounts during 2008 and 2007 were as follows: Sede: Estrada de Alfragide, Nº 67 Amadora 26

27 11. INTANGIBLE ASSETS Movements in the Intangible Assets accounts in 2008 and 2007 were as follows: Sede: Estrada de Alfragide, Nº 67 Amadora 27

28 12. FINANCIAL INVESTMENTS Financial investments in 2008 and 2007 are detailed as follows: Sede: Estrada de Alfragide, Nº 67 Amadora 28

29 In 2008, changes in Financial Investments were as follows: In 2008, the result of sales was as follows: Sede: Estrada de Alfragide, Nº 67 Amadora 29

30 16. ACCOUNTS RECEIVABLE Accounts payable are broken down as follows: Terms and conditions applied to related party (intra-group) transactions are described in Note 22. Sede: Estrada de Alfragide, Nº 67 Amadora 30

31 17. CASH AND MARKETABLE SECURITIES The Cash and Marketable Securities balance shown in the Balance Sheet includes values with a maturity of three months or less. The Cash and Cash Equivalents information as shown in the Statement of Cash Flows is net of bank overdrafts. As at 31 December 2008, the Company had a total of 147,530,993 in bank facilities available to be used in the fulfilment of its operating requirements. Sede: Estrada de Alfragide, Nº 67 Amadora 31

32 18. ISSUANCE OF CAPITAL AND RESERVES Excluding the treasury stock held on 31 December 2008 (16,760,815 shares), Registered Share Capital is fully subscribed and paid up, and is represented by 169,764,398 bearer shares with a par value of 1.00, of which 111,221,824 shares are owned by the majority shareholder SGC-SGPS, SA (65.5 % of share capital), and 17,391,110 shares are owned by SGC-Investimentos, SGPS, SA (10.2% of share capital). Sede: Estrada de Alfragide, Nº 67 Amadora 32

33 Movements in Equity during 2008 were as follows: The amount shown under Other Reserves represents the difference between the acquisition value and the sales value of treasure stock. Sede: Estrada de Alfragide, Nº 67 Amadora 33

34 19. BANK DEBT Bank Debt as at 31 December 2008 and 2007 is detailed as follows: Interest rates on overdrafts are in line with standard market rates. 20. PROVISIONS FOR OTHER RISKS AND CHARGES Changes in the balance of Provisions for Other Risks were as follows: Provisions for other risks and charges refer to specific risks and are reassessed every year. Sede: Estrada de Alfragide, Nº 67 Amadora 34

35 21. CREDITORS Accounts payable are broken down as follows: Terms and conditions applied to related (intra-group) transactions are described in Note RELATED PARTY DISCLOSURES The balance and transactions with related parties, i.e. with Companies capable of controlling or significantly influencing financial and operational decisions, are as follows: Terms and conditions applicable to transactions performed with related Companies are the same as those applied to transactions with bone fide unrelated third parties, which are identical to normal market practices. Sede: Estrada de Alfragide, Nº 67 Amadora 35

36 Sede: Estrada de Alfragide, Nº 67 Amadora 36

37 Sede: Estrada de Alfragide, Nº 67 Amadora 37

38 23. FINANCIAL INSTRUMENTS As at 31 December 2008, the following financial instruments were active: 24. COMMITMENTS AND CONTINGENCIES Guarantees On 31 December 2008 and 2007, the Company s liability for bank guarantees issued was as follows: Other Commitments Within the scope of a swap operation conducted with a Financial Institution in December 2000, which involved the sale of 4,687,500 shares from treasury stock through the stock market at a unit sales price of 2.06, SAG Gest made the commitment to, under certain circumstances, possibly repurchase such shares for the same unit price. In December 2005, the Company renegotiated the said operation and a stock re-purchase price of 1,71 was agreed. This transaction was performed in 2008 with the acquisition of 4,687,500 shares which are included in Note 18, under the terms and conditions specified in the relevant and applicable contract documents, and therefore Net Equity saw a decrease reflecting the total corresponding amount, as well as the amount of 1,625,100, which had already been paid under another operation conducted within the scope of the same operation and had been booked as Deferred Costs, together with 1,640,625 booked under Other Debtors and corresponding to the balance between the initial repurchase value and the value agreed in December Contingencies The Portuguese Tax Authorities issued additional Income Tax assessment notes to SAG Gest with regard to Income Tax owed for the years 1999 to 2004 totalling EUR 4,249, Sede: Estrada de Alfragide, Nº 67 Amadora 38

39 Tax returns concerned by these additional liquidation notes have been presented under the terms of special taxation regime for company groups. Because the Company disagrees with the basis for issuance of the said notes, it has initiated, or will initiate, within the applicable legal deadlines, legal proceedings against each one of the said notes, reason why these costs have not been reflected in the Financial Statements as at 31 December In the opinion of the Board of Directors, based on recommendations issued by well renowned independent entities, probabilities of success of the contesting processes are high. 25. SUBSEQUENT EVENTS Besides the subsequent events mentioned in this annual report, no other events have taken place after the Balance Sheet date that could have a material impact on the financial statements. Sede: Estrada de Alfragide, Nº 67 Amadora 39

40 CORPORATE GOVERNANCE REPORT SEPARATE ACCOUNTS 2008 Sede: Estrada de Alfragide, Nº 67 Amadora 40

41 CORPORATE GOVERNANCE REPORT The purpose of this report is to describe the Corporate Governance practices adopted by SAG GEST Soluções Automóvel Globais, SGPS, SA. This report has been prepared in accordance with the form appended to the Securities Commission (CMVM) Regulation no 1/2007. Also, the purpose of this report is compliance with the obligation to annually divulge in detail the corporate governance structure and practices, in accordance with clause 245-A of the Securities Code, which applies to issuers of shares listed for trading in a regulated market. CHAPTER 0. STATEMENT OF COMPLIANCE 0.1. Location where the public may find the Corporate Governance Codes to which the issuer is subject to or those by which the issuer voluntarily abides SAG GEST is an issuer of shares admitted for trade by a regulated market, namely in the official share price market of NYSE Euronext Lisbon, and the Recommendations of the Corporate Governance Code which was approved by Comissão do Mercado de Valores Mobiliários (CMVM Portuguese Securitires and Exchange Committee) in September 2007 apply. The full text of the said Code can be consulted on CMVM s website Detailed description of the recommendations contained in the CMVM Corporate Governance Code that have or have not been adopted by the Company, and 0.3. Explanation and justification of differences existing between the Company s structure or governance practices and CMVM s Recommendations. The table below identifies the Recommendations of CMVM that are part of the Corporate Governance Code, and full adoption or non adoption of the same by SAG GEST is identified on a comply or explain basis, as well as the relevant part of the report where a more detailed description regarding the adoption can be consulted. COMPLIANCE STATEMENT Recommendation I. GENERAL MEETING I.1. Board of the Shareholders Meeting: I.1.1. The Chair of the General Meeting Board shall be equipped with the necessary and adequate human resources and logistics support, taking the financial position of the company into consideration. Status on adoption of the Recommendation Remarks Adopted The Chair of the General Meeting Board is equipped with adequate human resources and logistics support as needed and also to ensure proper functioning of the meeting, namely through legal Description in the Report Sede: Estrada de Alfragide, Nº 67 Amadora 41

CORPORATE GOVERNANCE REPORT 2009

CORPORATE GOVERNANCE REPORT 2009 CORPORATE GOVERNANCE REPORT 2009 1 CORPORATE GOVERNANCE REPORT The purpose of this report is to describe the Corporate Governance practices adopted by SAG GEST Soluções Automóvel Globais, SGPS, SA. This

More information

REPORT ON CORPORATE GOVERNANCE 2012

REPORT ON CORPORATE GOVERNANCE 2012 REPORT ON CORPORATE GOVERNANCE 2012 1 CORPORATE GOVERNANCE REPORT The purpose of this report is to describe the Corporate Governance practices adopted by SAG GEST Soluções Automóvel Globais, SGPS, SA.

More information

ANNUAL REPORT SEPARATE ACCOUNTS

ANNUAL REPORT SEPARATE ACCOUNTS ANNUAL REPORT SEPARATE ACCOUNTS 2013 1 SAG GEST Soluções Automóvel Globais, SGPS,SA Listed Company Registered Share Capital: Eur 169,764,398 Taxpayer no: 503 219 886 Registered at the Amadora Registrar

More information

GOVERNANCE REPORT 2009

GOVERNANCE REPORT 2009 GOVERNANCE REPORT 2009 INDEX Chapter 0. Chapter 1. STATEMENT OF COMPLIANCE MARTIFER S GOVERNANCE STRUCTURE 1.1. Corporate Governance Model Chapter 2. CORPORATE BODIES 2.1. Organic Corporate Structure 2.2.

More information

SAG GEST Soluções Automóvel Globais, SGPS, SA ANNUAL SUMMARY OF DISCLOSED INFORMATION

SAG GEST Soluções Automóvel Globais, SGPS, SA ANNUAL SUMMARY OF DISCLOSED INFORMATION SAG GEST Soluções Automóvel Globais, SGPS, SA Listed Company Estrada de Alfragide, nº 67 2614-519, Amadora Registered Share Capital: 169.764.398 Euros Registered under Single Number no. 503 219 886 at

More information

CMVM Regulation No. 4/2013 Corporate Governance

CMVM Regulation No. 4/2013 Corporate Governance CMVM Regulation No. 4/2013 Corporate Governance The Portuguese corporate governance framework is at present predominantly structured according to a model based on the CMVM regulation imposing on issuers

More information

Corporate Governance Regulations

Corporate Governance Regulations Corporate Governance Regulations Contents Part 1: Preliminary Provisions Article 1: Preamble... Article 2: Definitions... Part 2: Rights of Shareholders and the General Assembly Article 3: General Rights

More information

Consolidated Results 2011

Consolidated Results 2011 SAG GEST Soluções Automóvel Globais, SGPS, SA Listed Company Estrada de Alfragide, nº 67, Amadora Registered Share Capital: 169,764,398 euros Registered at the Amadora Registrar of Companies under the

More information

NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2006

NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2006 NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2006 (Amounts expressed in Euro ) (Translation of a report originally issued in Portuguese Note 49) Operations BNP Factor Companhia Internacional de

More information

TABLE OF CONTENTS 007 MANAGEMENT REPORT 008 AT A GLANCE 010 KEY FIGURES 012 MESSAGE FROM THE CHAIRMAN 014 MESSAGE FROM THE CEO 018 1. THE SONAE GROUP 019 1.1. CORPORATE PROFILE 026 1.2. GOVERNING BODIES

More information

NOTICE OF JOINT SHAREHOLDERS MEETING

NOTICE OF JOINT SHAREHOLDERS MEETING SOCIETE GENERALE A French limited liability company with share capital of EUR 542 691 448,75 Head office: 29, boulevard Haussmann 75009 Paris 552 120 222 R.C.S. Paris NOTICE OF JOINT SHAREHOLDERS MEETING

More information

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES.

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES. OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY

More information

Ricoh Company, Ltd. INTERIM REPORT (Non consolidated. Half year ended September 30, 2000)

Ricoh Company, Ltd. INTERIM REPORT (Non consolidated. Half year ended September 30, 2000) Ricoh Company, Ltd. INTERIM REPORT (Non consolidated. Half year ended September 30, 2000) *Date of approval for the financial results for the half year ended September 30, 2000, at the Board of Directors'

More information

German Corporate Governance Code

German Corporate Governance Code (as amended on May 26, 2010) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory regulations for the management

More information

Articles and Memorandum of Association - English convenience translation -

Articles and Memorandum of Association - English convenience translation - Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

More information

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013

LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 Contents INTRODUCTION... 2 SECTION A ADMISSION... 3 A1: Eligibility for admission... 3 A2: Procedure for admission... 4 SECTION B CONTINUING

More information

IDENTIFY THE CHANCES SHAPE THE FUTURE

IDENTIFY THE CHANCES SHAPE THE FUTURE Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI

More information

ARTICLES OF INCORPORATION. Miba Aktiengesellschaft. I. General provisions. Section 1 Name and seat of the company

ARTICLES OF INCORPORATION. Miba Aktiengesellschaft. I. General provisions. Section 1 Name and seat of the company ARTICLES OF INCORPORATION of Miba Aktiengesellschaft I. General provisions Section 1 Name and seat of the company (1) The name of the company is Miba Aktiengesellschaft (2) The company is based in Laakirchen,

More information

German Corporate Governance Code. (as amended on June 24, 2014 with decisions from the plenary meeting of June 24, 2014)

German Corporate Governance Code. (as amended on June 24, 2014 with decisions from the plenary meeting of June 24, 2014) (as amended on June 24, 2014 with decisions from the plenary meeting of June 24, 2014) 1 Foreword 1 The German Corporate Governance Code (the "Code") presents essential statutory regulations for the management

More information

The Kansai Electric Power Company, Incorporated and Subsidiaries

The Kansai Electric Power Company, Incorporated and Subsidiaries The Kansai Electric Power Company, Incorporated and Subsidiaries Consolidated Financial Statements for the Years Ended March 31, 2003 and 2002 and for the Six Months Ended September 30, 2003 and 2002 The

More information

Sri Lanka Accounting Standard-LKAS 7. Statement of Cash Flows

Sri Lanka Accounting Standard-LKAS 7. Statement of Cash Flows Sri Lanka Accounting Standard-LKAS 7 Statement of Cash Flows CONTENTS SRI LANKA ACCOUNTING STANDARD-LKAS 7 STATEMENT OF CASH FLOWS paragraphs OBJECTIVE SCOPE 1 3 BENEFITS OF CASH FLOW INFORMATION 4 5 DEFINITIONS

More information

Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A.

Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. (Consolidated text approved by the Board of Directors on March 24, 2015) INDEX CHAPTER I. INTRODUCTION... 3 Article

More information

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

More information

BMW Group. Corporate Governance Code. Principles of Corporate Governance.

BMW Group. Corporate Governance Code. Principles of Corporate Governance. BMW Group Corporate Governance Code. Principles of Corporate Governance. - 2 - Contents Page Introduction 3 1. Shareholders and Annual General Meeting of BMW AG 5 1.1 Shareholders of BMW AG 5 1.2 The Annual

More information

Roche Capital Market Ltd Financial Statements 2012

Roche Capital Market Ltd Financial Statements 2012 R Roche Capital Market Ltd Financial Statements 2012 1 Roche Capital Market Ltd - Financial Statements 2012 Roche Capital Market Ltd, Financial Statements Reference numbers indicate corresponding Notes

More information

Roche Capital Market Ltd Financial Statements 2009

Roche Capital Market Ltd Financial Statements 2009 R Roche Capital Market Ltd Financial Statements 2009 1 Roche Capital Market Ltd, Financial Statements Reference numbers indicate corresponding Notes to the Financial Statements. Roche Capital Market Ltd,

More information

MINISTRY OF FOREIGN AFFAIRS AND EUROPEAN INTEGRATION CROATIAN PARLIAMENT

MINISTRY OF FOREIGN AFFAIRS AND EUROPEAN INTEGRATION CROATIAN PARLIAMENT CROATIAN PARLIAMENT 3136 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON AMENDMENTS TO THE COMPANIES ACT I hereby promulgate the

More information

TELEFÓNICA, S.A., as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de Valores) hereby informs of the following:

TELEFÓNICA, S.A., as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de Valores) hereby informs of the following: RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIÉS General Secretary and Secretary to the Board of Directors TELEFÓNICA, S.A. TELEFÓNICA, S.A., as provided in article 82 of the Spanish Stock Market Act (Ley del Mercado

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION OF STRÖER MEDIA SE I. GENERAL CONDITIONS ARTICLE 1 COMPANY, REGISTERED OFFICE AND TERM (1) The Company has the name Ströer Media SE. (2) The Company s registered office is in Cologne.

More information

NEPAL ACCOUNTING STANDARDS ON CASH FLOW STATEMENTS

NEPAL ACCOUNTING STANDARDS ON CASH FLOW STATEMENTS NAS 03 NEPAL ACCOUNTING STANDARDS ON CASH FLOW STATEMENTS CONTENTS Paragraphs OBJECTIVE SCOPE 1-3 BENEFITS OF CASH FLOWS INFORMATION 4-5 DEFINITIONS 6-9 Cash and cash equivalents 7-9 PRESENTATION OF A

More information

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange

Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange Corporate Governance Code for Shareholding Companies Listed on the Amman Stock Exchange CONTENTS Topic Page Preamble 3 Chapter One: Definitions 5 Chapter Two: The Board of Directors of the Shareholding

More information

Financial Reporting Matters

Financial Reporting Matters Financial Reporting Matters August 2005 Issue 7 A UDIT This issue of Financial Reporting Matters continues with the financial reporting implications of the Companies Amendment Act 2005 and discusses the

More information

INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS. Updated by decisions of the Board of Directors dated 16 January 2015

INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS. Updated by decisions of the Board of Directors dated 16 January 2015 CERENIS THERAPEUTICS HOLDING Limited liability company with share capital of 679,078.10 Headquarters: 265, rue de la Découverte, 31670 Labège 481 637 718 RCS TOULOUSE INTERNAL REGULATIONS OF THE BOARD

More information

TERMS OF REFERENCE OF THE REMUNERATION AND APPRAISAL COMMITTEE OF THE BOARD OF DIRECTORS

TERMS OF REFERENCE OF THE REMUNERATION AND APPRAISAL COMMITTEE OF THE BOARD OF DIRECTORS CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 1800) TERMS OF REFERENCE OF THE REMUNERATION

More information

PRELIMINARY ANNOUNCEMENT OF GENERAL AND VOLUNTARY TAKEOVER OFFER OVER SHARES REPRESENTING THE SHARE CAPITAL OF BANCO BPI, S.A.

PRELIMINARY ANNOUNCEMENT OF GENERAL AND VOLUNTARY TAKEOVER OFFER OVER SHARES REPRESENTING THE SHARE CAPITAL OF BANCO BPI, S.A. CaixaBank, S.A. Registered Office: Avenida Diagonal, 621 Barcelona Share capital: 5,714,955,900.00 Registered with the Commercial Registry of Barcelona with C.I.F A-08663619 (Offeror) PRELIMINARY ANNOUNCEMENT

More information

Minutes of the Annual General Meeting of Shareholders 2012 MAYBANK KIM ENG SECURITIES (THAILAND) PLC.

Minutes of the Annual General Meeting of Shareholders 2012 MAYBANK KIM ENG SECURITIES (THAILAND) PLC. Minutes of the Annual General Meeting of Shareholders 2012 Of MAYBANK KIM ENG SECURITIES (THAILAND) PLC. Time and Place The General Meeting of Shareholders was held on March 30, 2012 at 14.05 h. at the

More information

ASPE AT A GLANCE Section 3856 Financial Instruments

ASPE AT A GLANCE Section 3856 Financial Instruments ASPE AT A GLANCE Section 3856 Financial Instruments December 2014 Section 3856 Financial Instruments Effective Date Fiscal years beginning on or after January 1, 2011 1 SCOPE Applies to all financial instruments

More information

1. Basis of Preparation. 2. Summary of Significant Accounting Policies. Principles of consolidation. (a) Foreign currency translation.

1. Basis of Preparation. 2. Summary of Significant Accounting Policies. Principles of consolidation. (a) Foreign currency translation. Nitta Corporation and Subsidiaries Notes to Consolidated Financial Statements March 31, 1. Basis of Preparation The accompanying consolidated financial statements of Nitta Corporation (the Company ) and

More information

CORPORATE GOVERNANCE CODE

CORPORATE GOVERNANCE CODE Contents PART I. THE BOARD OF DIRECTORS AND ITS MEMBERS... 2 PART II. OPERATIONAL RISK MANAGEMENT... 5 PART III. INTERNAL AUDIT FUNCTION... 6 PART IV. INVESTOR RELATIONS... 8 PART V. REMUNERATIONS... 10

More information

Notes to the Consolidated Financial Statements for the 92nd Fiscal Term. Notes to the Non-Consolidated Financial Statements for the 92nd Fiscal Term

Notes to the Consolidated Financial Statements for the 92nd Fiscal Term. Notes to the Non-Consolidated Financial Statements for the 92nd Fiscal Term To Those Shareholders with Voting Rights Notes to the Consolidated Financial Statements for the 92nd Fiscal Term Notes to the Non-Consolidated Financial Statements for the 92nd Fiscal Term The above documents

More information

Consolidated Balance Sheets March 31, 2001 and 2000

Consolidated Balance Sheets March 31, 2001 and 2000 Financial Statements SEIKAGAKU CORPORATION AND CONSOLIDATED SUBSIDIARIES Consolidated Balance Sheets March 31, 2001 and 2000 Assets Current assets: Cash and cash equivalents... Short-term investments (Note

More information

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11)

Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11) Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES

More information

Results For The Financial Year Ended 31 December 2014 Unaudited Financial Statements and Dividend Announcement

Results For The Financial Year Ended 31 December 2014 Unaudited Financial Statements and Dividend Announcement Financial Statements and Related Announcement::Full Yearly Results http://infopub.sgx.com/apps?a=cow_corpannouncement_content&b=announcem... Page 1 of 1 2/27/2015 Financial Statements and Related Announcement::Full

More information

Consolidated financial statements

Consolidated financial statements Summary of significant accounting policies Basis of preparation DSM s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted

More information

HARMONIC DRIVE SYSTEMS INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2013

HARMONIC DRIVE SYSTEMS INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2013 HARMONIC DRIVE SYSTEMS INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2013 HARMONIC DRIVE SYSTEMS INC. AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS

More information

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

SUMITOMO DENSETSU CO., LTD. AND SUBSIDIARIES. Consolidated Financial Statements

SUMITOMO DENSETSU CO., LTD. AND SUBSIDIARIES. Consolidated Financial Statements SUMITOMO DENSETSU CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements Report of Independent Public Accountants To the Board of Directors of Sumitomo Densetsu Co., Ltd. : We have audited the consolidated

More information

Online Disclosures Relating to Notice of the 101st Annual Shareholders Meeting

Online Disclosures Relating to Notice of the 101st Annual Shareholders Meeting Online Disclosures Relating to Notice of the 101st Annual Shareholders Meeting Notes to Consolidated Financial Statements Notes to Non-Consolidated Financial Statements (From April 1, 2015 to March 31,

More information

Financial Statements

Financial Statements Financial Statements Years ended March 31,2002 and 2003 Contents Consolidated Financial Statements...1 Report of Independent Auditors on Consolidated Financial Statements...2 Consolidated Balance Sheets...3

More information

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

Statement of Cash Flows

Statement of Cash Flows STATUTORY BOARD FINANCIAL REPORTING STANDARD SB-FRS 7 Statement of Cash Flows This version of SB-FRS 7 does not include amendments that are effective for annual periods beginning after 1 January 2014.

More information

CIL Holdings Limited *

CIL Holdings Limited * CIL Holdings Limited * (Incorporated in Bermuda with limited liability) (Stock code: 00479) ANNOUNCEMENT OF FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2006 RESULTS The Board of Directors (the Board ) of

More information

Consolidated Summary Report

Consolidated Summary Report <under Japanese GAAP> Consolidated Summary Report for the three months ended June 30, 2014 July 31, 2014 Company name: Mitsubishi UFJ Financial Group, Inc. Stock exchange listings: Tokyo, Nagoya, New York

More information

Interim Consolidated Financial Statements (Unaudited)

Interim Consolidated Financial Statements (Unaudited) Interim Consolidated Financial Statements (Unaudited) For the Six Months Ended, NTT FINANCE CORPORATION This document has been translated and reclassified from a part of the Japanese

More information

Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.

Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup. Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.com Comparison of the current version of the Articles of Association

More information

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES The Board of Impexmetal S.A., pursuant to Article 91 Section 5 and 4 of the 19 February 2009 Regulation of the Minister of Finance Regarding

More information

The Awa Bank, Ltd. Consolidated Financial Statements. The Awa Bank, Ltd. and its Consolidated Subsidiaries. Years ended March 31, 2011 and 2012

The Awa Bank, Ltd. Consolidated Financial Statements. The Awa Bank, Ltd. and its Consolidated Subsidiaries. Years ended March 31, 2011 and 2012 The Awa Bank, Ltd. Consolidated Financial Statements Years ended March 31, 2011 and 2012 Consolidated Balance Sheets (Note 1) 2011 2012 2012 Assets Cash and due from banks (Notes 3 and 4) \ 230,831 \

More information

Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows

Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows Contents Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows Paragraphs OBJECTIVE SCOPE 1 3 BENEFITS OF CASH FLOW INFORMATION 4 5 DEFINITIONS 6 9 Cash and cash equivalents 7 9 PRESENTATION OF

More information

CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013

CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013 CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013 1. INTRODUCTION 1.1 Corporate Governance is a concept of organizational management covering matters involving the controlling and management

More information

Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS. Preliminary

Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS. Preliminary Chapter 14 EQUITY SECURITIES NOTIFIABLE TRANSACTIONS Preliminary 14.01 This Chapter deals with certain transactions, principally acquisitions and disposals, by a listed issuer. It describes how they are

More information

SK INFORMATION FOR CLIENTS 2 / 2012 1

SK INFORMATION FOR CLIENTS 2 / 2012 1 SK INFORMATION FOR CLIENTS 2 / 2012 1 January 2012 FINANCIAL STATEMENT 2011 Dear Client, The approaching year end brings an increased workload in particular concerning the need to prepare financial statement

More information

Accounting and Reporting Policy FRS 102. Staff Education Note 1 Cash flow statements

Accounting and Reporting Policy FRS 102. Staff Education Note 1 Cash flow statements Staff Education Note 1: Cash flow Statements Accounting and Reporting Policy FRS 102 Staff Education Note 1 Cash flow statements Disclaimer This Education Note has been prepared by FRC staff for the convenience

More information

BALANCE SHEET AND INCOME STATEMENT

BALANCE SHEET AND INCOME STATEMENT BANCOLOMBIA S.A. (NYSE: CIB; BVC: BCOLOMBIA, PFBCOLOM) REPORTS CONSOLIDATED NET INCOME OF COP 1,879 BILLION FOR 2014, AN INCREASE OF 24% COMPARED TO 2013. Operating income increased 23.8% during 2014 and

More information

PRINCIPLES FOR PRODUCING AND SUBMITTING REPORTS

PRINCIPLES FOR PRODUCING AND SUBMITTING REPORTS December 2014 PRINCIPLES FOR PRODUCING AND SUBMITTING REPORTS (1) The balance sheet and income statement are in euros, rounded up to integers. Amounts recorded in foreign currencies must be converted into

More information

Corporate Governance Charter

Corporate Governance Charter BHF Kleinwort Benson Group SA Public limited liability company Avenue Louise 326 1050 Brussels RLE n 0866.015.010 Corporate Governance Charter Last amended as of 24 March 2015 Contents 1 Board of Directors...

More information

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL:

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL: SEAL: THE CENTRAL BANK OF THE RUSSIAN FEDERATION (THE BANK OF RUSSIA) MOSCOW MAIN REGIONAL DEPARTMENT MAIN STATE REGISTRATION * NUMBER 1037700013020 * * TIN 7702235133 * STAMP: APPROVED by the Deputy Head

More information

Notes to Consolidated Financial Statements Notes to Non-Consolidated Financial Statements

Notes to Consolidated Financial Statements Notes to Non-Consolidated Financial Statements [Translation: Please note that the following purports to be a translation from the Japanese original Notice of Convocation of the Annual General Meeting of Shareholders 2013 of Chugai Pharmaceutical Co.,

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

Roche Capital Market Ltd Financial Statements 2014

Roche Capital Market Ltd Financial Statements 2014 Roche Capital Market Ltd Financial Statements 2014 1 Roche Capital Market Ltd - Financial Statements 2014 Roche Capital Market Ltd, Financial Statements Roche Capital Market Ltd, statement of comprehensive

More information

1. In 3 clause 3 item 1 of the Company Statutes, the existing text, i.e.:

1. In 3 clause 3 item 1 of the Company Statutes, the existing text, i.e.: Information on the proposed changes in the Company Statutes submitted by the shareholder, the State Treasury On 3 June 2015 the Company received a letter from the shareholder, the State Treasury, in which,

More information

THE GROUP S CODE OF CORPORATE GOVERNANCE

THE GROUP S CODE OF CORPORATE GOVERNANCE THE GROUP S CODE OF CORPORATE GOVERNANCE REVISED SEPTEMBER 2012 CONTENTS INTRODUCTION..... p. 4 A) RULES OF OPERATION OF UNIPOL GRUPPO FINANZIARIO S.p.A. s MANAGEMENT BODIES....... p. 6 A.1 BOARD OF DIRECTORS....

More information

ONXEO NOTICE OF MEETING. Extraordinary and Ordinary General Meeting of Shareholders. of Wednesday, April 6, 2016

ONXEO NOTICE OF MEETING. Extraordinary and Ordinary General Meeting of Shareholders. of Wednesday, April 6, 2016 ONXEO Public Limited Liability Company with a Board of Directors with share capital of 10,138,020.75 Company headquarters: 49 Boulevard du Général Martial Valin - 75015 Paris, France Paris Trade and Companies

More information

The Scottish Investment Trust PLC

The Scottish Investment Trust PLC The Scottish Investment Trust PLC INVESTOR DISCLOSURE DOCUMENT This document is issued by SIT Savings Limited (the Manager ) as alternative investment fund manager for The Scottish Investment Trust PLC

More information

Articles of Association Swiss Life Holding Ltd

Articles of Association Swiss Life Holding Ltd Articles of Association Swiss Life Holding Ltd (Translation of the original text in German) I. Company name, object and registered office 1. Company name, legal form Under the corporate name Swiss Life

More information

BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal) EUR 7,000,000,000 Euro Medium Term Note Programme

BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal) EUR 7,000,000,000 Euro Medium Term Note Programme SUPPLEMENT DATED 5 th JANUARY 2016 TO THE PROSPECTUS DATED 13 th MARCH 2015 BANCO BPI, S.A. (incorporated with limited liability in the Republic of Portugal) EUR 7,000,000,000 Euro Medium Term Note Programme

More information

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT APPROVED BY Resolution of the Board of Directors Minutes No. 6 dated May 17, 2006 CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT With amendments: No.1 (approved by the Board

More information

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS Article 1. Purpose of the Law 97.1. The purpose of this Law is to regulate the establishment, registration and reorganization of a company, its management

More information

QUINSAM CAPITAL CORPORATION INTERIM FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2015 (UNAUDITED AND EXPRESSED IN CANADIAN DOLLARS)

QUINSAM CAPITAL CORPORATION INTERIM FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2015 (UNAUDITED AND EXPRESSED IN CANADIAN DOLLARS) INTERIM FINANCIAL STATEMENTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, (UNAUDITED AND EXPRESSED IN CANADIAN DOLLARS) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if

More information

BBVA Senior Finance, S.A. Unipersonal

BBVA Senior Finance, S.A. Unipersonal BBVA Senior Finance, S.A. Unipersonal Half year financial report to 30th June 2014 DISCLAIMER: The English version is a translation of the original in Spanish for information purposes only. In case of

More information

Ordina does not have a one-tier board. In view of the above, a limited number of the Code s best practices do not apply.

Ordina does not have a one-tier board. In view of the above, a limited number of the Code s best practices do not apply. CORPORATE GOVERNANCE STATEMENT This is a statement regarding corporate governance as meant in article 2a of the decree on additional requirements for annual reports (Vaststellingsbesluit nadere voorschriften

More information

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 1800) TERMS OF REFERENCE OF THE AUDIT

More information

Data Compilation Financial Data

Data Compilation Financial Data Data Compilation Financial Data CONTENTS 1. Transition of Significant Management Indicators, etc. Japan Post Group (Consolidated) 122 Japan Post Holdings Co., Ltd. (Non-consolidated) 122 Japan Post Co.,

More information

Algeta includes a Corporate Governance review in its annual report and has implemented a set of ethical guidelines.

Algeta includes a Corporate Governance review in its annual report and has implemented a set of ethical guidelines. Corporate governance principles and review As a Norwegian public limited liability company, Algeta is subject to the regulation of the Public Limited Liability Companies Act of 1997, as amended (the Act

More information

Audit Committee Internal Regulations

Audit Committee Internal Regulations Audit Committee Internal Regulations Introduction. The Audit Committee of the Board of Directors of Abengoa, S.A. (hereinafter, "Abengoa" or the "Company") is constituted pursuant to the Capital Companies

More information

Statement of Cash Flows

Statement of Cash Flows HKAS 7 Revised February November 2014 Hong Kong Accounting Standard 7 Statement of Cash Flows HKAS 7 COPYRIGHT Copyright 2014 Hong Kong Institute of Certified Public Accountants This Hong Kong Financial

More information

STRATEGY Rīgā. Central Government Debt Management Strategy

STRATEGY Rīgā. Central Government Debt Management Strategy Treasury of the Republic of Latvia Smilšu iela 1, Rīga, LV-1919, Latvia, phone +371 67094222, fax +371 67094220, e-mail kase@kase.gov.lv, www.kase.gov.lv STRATEGY Rīgā APPROVED BY Minister of Finance J.Reirs

More information

BALANCE SHEET (Translation) As of March 31, 2009 (Millions of yen) Account item Amount Account item Amount

BALANCE SHEET (Translation) As of March 31, 2009 (Millions of yen) Account item Amount Account item Amount BALANCE SHEET (Translation) As of March 31, 2009 Account item Amount Account item Amount ASSETS LIABILITIES Current assets 1,240,376 Current liabilities 747,651 Cash and deposits 52,627 Notes payable-trade

More information

$ 2,035,512 98,790 6,974,247 2,304,324 848,884 173,207 321,487 239,138 (117,125) 658,103

$ 2,035,512 98,790 6,974,247 2,304,324 848,884 173,207 321,487 239,138 (117,125) 658,103 FINANCIAL SECTION CONSOLIDATED BALANCE SHEETS Aioi Insurance Company, Limited (Formerly The Dai-Tokyo Fire and Marine Insurance Company, Limited) and March 31, and ASSETS Cash and cash equivalents... Money

More information

A R T I C L E S O F A S S O C I A T I O N M A R E L H F.

A R T I C L E S O F A S S O C I A T I O N M A R E L H F. A R T I C L E S O F A S S O C I A T I O N M A R E L H F. 1 NAME, ADDRESS AND PURPOSE OF COMPANY 2 2 SHARE CAPITAL 2 3. ADMINISTRATION 4 4. SHAREHOLDER MEETINGS 4 5. BOARD OF DIRECTORS 7 6. ELECTION OF

More information

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been

More information

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft. Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal

More information

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees SBERBANK OF RUSSIA APPROVED by Sberbank s Supervisory Board Minutes No 51, dated November 14, 2014 Regulations on Sberbank Supervisory Board Committees Moscow, 2014 Table of contents 1. General... 3 2.

More information

Articles of Association. SQS Software Quality Systems AG

Articles of Association. SQS Software Quality Systems AG Status: 10 November 2015 Articles of Association of SQS Software Quality Systems AG III. General Provisions 1 Name, Registered Office, Fiscal Year 1. The name of the company is SQS Software Quality Systems

More information

CIT Group Inc. Charter of the Audit Committee of the Board of Directors

CIT Group Inc. Charter of the Audit Committee of the Board of Directors CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted: October 22, 2003 Last Amended: April 20, 2015 I. PURPOSE The purpose of the Committee is to assist the Board in fulfilling

More information

Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information

Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information 1. Objective This "Internal Code of Conduct on Matters Relating to the Stock Market and Policy

More information

The items published on the Internet Websites upon the Notice of Convocation of the 147 th Ordinary General Meeting of Shareholders

The items published on the Internet Websites upon the Notice of Convocation of the 147 th Ordinary General Meeting of Shareholders The items published on the Internet Websites upon the Notice of Convocation of the 147 th Ordinary General Meeting of Shareholders Notes to Consolidated Financial Statements & Notes to Non-Consolidated

More information

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8 Articles of Association of Auriga Industries A/S CVR no. 34629218 Page 1 of 8 Page 2 of 8 Company name, domicile and object Article 1.1. The name of the Company shall be Auriga Industries A/S. Article

More information

FRS1 FINANCIAL REPORTING STANDARDS ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996)

FRS1 FINANCIAL REPORTING STANDARDS ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996) ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996) Financial Reporting Standard 1 (Revised 1996) is set out in paragraphs 1-50. The Statement of Standard Accounting Practice set out in paragraphs

More information

Notes to Consolidated Financial Statements Notes to Non-consolidated Financial Statements

Notes to Consolidated Financial Statements Notes to Non-consolidated Financial Statements This document has been translated from the Japanese original for reference purposes only. In the event of discrepancy between this translated document and the Japanese original, the original shall prevail.

More information

Thames Water Utilities Cayman Finance Limited. Annual report and voluntary financial statements for the year ended 31 March 2009

Thames Water Utilities Cayman Finance Limited. Annual report and voluntary financial statements for the year ended 31 March 2009 Thames Water Utilities Cayman Finance Limited Annual report and voluntary financial statements for the year ended 31 March Registered no: MC-187772 (Cayman Islands) Thames Water Utilities Cayman Finance

More information