annual accounts 2012 abertis
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ABERTIS INFRAESTRUCTURAS, S.A.
AND SUBSIDIARY COMPANIES
Consolidated Annual Accounts and Consolidated Directors’ Report
Year Ended 31 December 2011 (prepared under International Financial Reporting Standards)
2
INDEX
Consolidated Balance Sheets at 31 December ....................................................... 3 Consolidated Income Statements at 31 December ................................................. 5 Consolidated Statements of Comprehensive Income at 31 December ....................... 6 Statement of Changes in Consolidated Net Equity ................................................. 7 Consolidated Cash Flow Statements .................................................................... 8
NOTES TO THE 2011 CONSOLIDATED ANNUAL ACCOUNTS ................................... 10 1. General information .............................................................................. 10 2. Basis of presentation ............................................................................. 11 3. Accounting policies ............................................................................... 23 4. Management of financial risk and capital .................................................. 43 5. Property, plant and equipment ............................................................... 49 5. Property, plant and equipment ............................................................... 49 6. Goodwill and other intangible assets ........................................................ 52 7. Investment property ............................................................................. 61 8. Investments in associates ...................................................................... 62 9. Available-for-sale financial assets ........................................................... 68 10. Derivative financial instruments .............................................................. 69 11. Trade and other receivables ................................................................... 73 12. Cash and cash equivalents ..................................................................... 78 13. Net equity ........................................................................................... 79 14. Borrowings .......................................................................................... 94 15. Deferred income ................................................................................... 98 16. Trade and other payables ...................................................................... 99 17. Corporate income tax .......................................................................... 100 18. Obligations for employee benefits ......................................................... 105 19. Provisions and other liabilities .............................................................. 110 20. Income and expenses ......................................................................... 112 21. Contingencies and commitments ........................................................... 115 22. Business combinations ........................................................................ 116 23. Shareholdings in multigroup companies ................................................. 117 24. Environment ...................................................................................... 118 25. Segment reporting .............................................................................. 119 26. Discontinued operations and assets and liabilities held for sale .................. 123 27. Related parties ................................................................................... 128 28. Share-based payments ........................................................................ 140 29. Other information ............................................................................... 144 30. Subsequent events ............................................................................. 149
APPENDIX I. Subsidiaries in the consolidation scope ......................................... 150 APPENDIX II. Multi-group companies in the consolidation scope .......................... 159 APPENDIX III. Associates in the consolidation scope ........................................... 161 CONSOLIDATED MANAGEMENT REPORT FOR 2011 ............................................ 164 1. Information required under the provisions of article 262 of the corporate
enterprises act ................................................................................... 164 2. Annual corporate governance report ...................................................... 173
ABERTIS INFRAESTRUCTURAS, S.A. Y SOCIEDADES DEPENDIENTES
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Consolidated Balance Sheets at 31 December (thousand Euros)
Notes 2011 2010
ASSETS
Non-current assets
Property, plant and equipment (PPE) 5 1,741,827 1,880,755
Goodwill 6 4,263,123 4,397,724
Other intangible assets 6 11,217,068 12,549,808
Investment property 7 - 444,150
Investments in associates 8 1,899,059 1,461,077
Deferred tax assets 17.c 676,181 798,485
Available-for-sale financial assets 9 13,577 474,997
Derivative financial instruments 10 235,186 235,218
Trade and other receivables 11 1,357,140 971,733
Non-current assets 21,403,161 23,213,947
Current assets
Inventories - 21,123 33,581
Trade and other receivables 11 933,389 949,136
Derivative financial instruments 10 512 862
Cash and cash equivalents 12 391,010 482,328
Current assets 1,346,034 1,465,907
Disposable group assets held for sale
26
-
612,325
Assets 22,749,195 25,292,179
These consolidated balance sheets should be read together with the Notes to the accounts on pages
8 to 171.
ABERTIS INFRAESTRUCTURAS, S.A. Y SOCIEDADES DEPENDIENTES
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Consolidated Balance Sheets at 31 December (thousand Euros)
Notes 2011 2010
NET EQUITY
Capital and reserves attributable to the equity holders of the company
Share capital 13.a 2,327,969 2,217,113
Share premium 13.a 11,262 417,733
Treasury shares 13.a (411,354) (258,996)
Reserves 13.b (66,678) (55,314)
Retained earnings and other reserves 13.c 1,203,156 1,699,946
3,064,355 4,020,482
Non-controlling interests 13.d 1,351,358 1,433,000
Net equity 4,415,713 5,453,482
LIABILITIES
Non-current liabilities
Borrowings 14 13,462,360 14,247,781
Derivative financial instruments 10 280,116 402,311
Deferred income 15 28,741 47,226
Deferred tax liabilities 17.c 1,654,197 1,773,729
Employee benefit obligations 18 70,576 70,529
Provisions and other liabilities 19 832,280 1,003,757
Non-current liabilities 16,328,270 17,545,333
Current liabilities
Borrowings 14 1,083,309 1,128,173
Derivative financial instruments 10 4,466 7,535
Trade and other payables 16 541,479 633,842
Current tax liabilities - 184,647 217,949
Provisions and other liabilities 19 191,311 305,865
Current liabilities 2,005,212 2,293,364
Liabilities 18,333,482 19,838,697
Net equity and liabilities 22,749,195 25,292,179
These consolidated balance sheets should be read together with the Notes to the accounts on pages
8 to 171.
ABERTIS INFRAESTRUCTURAS, S.A. Y SOCIEDADES DEPENDIENTES
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Consolidated Income Statements at 31 December (thousand Euros)
Notes 2011 2010 (*)
Rendering of services 20.a 3,810,683 3,802,345
Other operating income 20.b 85,467 89,836
Own work capitalised - 14,112 16,864
Other income 20.b 4,527 7,521
Operating income 3,914,789 3,916,566
Income for upgrades to infrastruture - 265,239 337,200
Other operating income 4,180,028 4,253,766
Personnel expenses 20.c (615,334) (572,332)
Other operating expenses - (832,523) (926,017)
Variation in trade provisions - (12,184) (8,343)
Variation in provisions for impairment of assets 9 (1,678) (187)
Amortisation and depreciation 5/6/7/26 (934,710) (922,789)
Other expenses - (1,002) (2,848)
Operating expenses (2,397,431) (2,432,516)
Expenses for upgrades to infrastructures - (265,239) (337,200)
Other operating expenses (2,662,670) (2,769,716)
Operating profit 1,517,358 1,484,050
Variation in valuation of hedging instruments 20.d (4,213) (1,076)
Financial income 20.d 226,415 169,847
Financial expenses 20.d (839,063) (836,929)
Net financial result (616,861) (668,158)
Results of companies accounted for by equity accounting
8/13.c.iii/26
124,542
116,919
Profit before tax 1,025,039 932,811
Corporate Income tax 17.b (249,628) (223,201)
Profit from continuing operations 775,411 709,610
Profit (loss) from discontinued operations 26 19,100 33,739
Profit for the year 794,511 743,349
Attributable to non-controlling holdings 13.c.iii 74,417 81,734
Attributable to the equity holders of the Company 720,094 661,615
Profit per share for continuing and discontinued
operations (€ per share)
- basic of continuing operations 13.f 0.93 0.83
- basic of discontinued operations - 0.02 0.04
- diluted of continuing operations 13.f 0.93 0.83
- diluted of disconiued operations - 0.02 0.04
These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 170. (*) 2010 income statement includes the impact of the classification of discontinued operations in application of
IFRS 5 as indicated in Note 1 and 26 and expressing income and expenses for improvements in infrastructure as shown in detail in Note 1.
ABERTIS INFRAESTRUCTURAS, S.A. Y SOCIEDADES DEPENDIENTES
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Consolidated Statements of Comprehensive Income at 31 December (thousand Euros)
Notes 2011 2010
Profit for the year 794,511 743,349
Net income and expenses charged directly to net equity:
Net fair value gains/(losses) of available-for-sale financial assets
(gross of tax)
9/13
(234,359)
(171,870)
Net fair value gains/(losses) of held-for-sale assets (gross of tax)
26.a
13,233
(84,648)
Cash flow hedges in parent, fully and proportionally consolidated
companies
10
21,229
(96,527)
Net foreign investment hedges in parent, fully and proportionally
consolidated companies
10
22,868
(148,969)
Cash flow hedges / net foreign investment companies accounted for
by equity accounting
13
(13,970)
26,240
Currency translation differences 13 (74,656) 223,558
Others 13.c 9,936 (30,290)
Actuarial gain and loss 18 (1,078) (89)
Tax on items taken directly to or transferred from net equity
17.c
4,385
69,816
(252,412) (212,779)
Releases to the income statement:
Cash flow hedges in fully and proportionally consolidated
companies
20.d/10
61,070
90,848
Cash flow hedges / net foreign investment in fully and
proportionally consolidated companies
20.d/10
18,929
6,710
Gain on sale of Atlantia, S.p.A 26.a (150,706) -
Tax effect 17.c (25,794) (30,636)
(96,501) 66,922
Other comprehensive income (348,913) (145,857)
Total comprehensive income 445,598 597,492
Attributible to:
The Company’s equity holders:
for continuing operations 519,664 420,681
for discontinued operations (118,033) 30,881
401,631 451,562
Non-controlling interests 43,967 145,930
445,598 597,492
These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171.
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Statement of Changes in Consolidated Net Equity (thousand Euros)
Capital, share premium
and treasury shares
Reserves
Retained earnings and
Other reserves
Non-controlling interests
Net Equity
Notes 13.a 13 13.c 13.d
At 1 January 2011 2,375,850 (55,314) 1,699,946 1,433,000 5,453,482
Comprehensive income for the year
-
(370,450)
772,081
43,967
445,598
Supplementary dividend 2010
-
-
(221,711)
(85,806)
(307,517)
Extraordinary 2011 interim dividend
-
-
(495,155)
-
(495,155)
2011 interim dividend
-
-
(232,797)
(1,769)
(234,566)
Return of contributions to shareholders
(295,615)
-
-
-
(295,615)
Treasury shares (152,358) - - - (152,358)
Variation in scope - 359,086 (319,208) (38,034) 1,844
At 31 December 2011
1,927,877
(66,678)
1,203,156
1,351,358
4,415,713
Capital, share premium
and treasury shares
Reserves
Retained earnings and
Other reserves
Non-controlling interests
Net Equity
Notes 13.a 13 13.c 13.d
At 1 January 2010 2,373,733 149,213 1,476,722 1,334,421 5,334,089
Comprehensive income for the year
-
(204,527)
656,089
145,930
597,492
Final dividend 2009 and interim dividend 2010
-
-
(432,865)
(68,418)
(501,283)
Treasury
shares 2,117 - - - 2,117
Variation in scope - - - (1,719) (1,719)
Increase / (decrease) in capital
-
-
-
22,786
22,786
At 31 December 2010
2,375,850
(55,314)
1,699,946
1,433,000
5,453,482
These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171.
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Consolidated Cash Flow Statements (thousand Euros)
Notes 2011 2010 (*)
Net cash flow from operating activities:
Profit for the year from continuing operations 775,411 709,610
Adjustments to:
Taxes 17.b 249,628 223,201
Depreciation and amortisation for the year 5/6/7 934,710 922,789
Variation in asset impairment provision 9 1,678 187
(Profit)/loss, net, on sale of property, plant and equipment and intangible assets and other assets
-
(3,525)
(4,673)
(Profit)/loss on hedging instruments 20.d 4,213 1,076
Variation in post-employment provisions 18 16,353 15,298
Variation in provisions for IFRIC 12 and other provisions 19 68,681 72,369
Dividend income 20.d (27,170) (27,170)
Interest income 20.d (199,245) (142,677)
Interest expense 20.d 839,063 836,929
Release of deferred income to profit and loss 15 (2,716) (5,462)
Income from upgrade to infrastructure (265,239) (337,200)
Other adjustments to net income 11 (125,279) (98,333)
Share in results of associates accounted for by equity accounting 13.c.iii
(124,542)
(116,919)
2,142,021 2,049,025
Variation in current assets/liabilities:
Inventories - (5,439) 5,235
Trade and other receivables - (50,448) (71,694)
Derivative financial instruments - (2,608) (3,751)
Trade and other payables - (52,473) 26,487
Other current liabilities - (73,900) 60,267
(184,868) 16,544
Cash flow generated from operations 1,957,153 2,065,569
Corporate income tax paid - (249,284) (254,421)
Interest and settlement of hedges paid - (730,585) (776,637)
Interest and settlement of hedges received - 96,077 101,241
Utilisation of provisions for post-employment benefits 18 (15,686) (12,531)
Utilisation of provisions for IFRIC 12 and other provisions 19 (120,478) (70,266)
Other payables 19 17,051 31
Receipt / refund of grants and other deferred income 15 2,415 811
Non-current debtors and other receivables - 24,367 (54,127)
Discontinued operations 26 9,873 43,388
(A) Total Net Cash Flow from Operations 990,903
1,043,058
These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171.
(*) 2010 cash flow statement considering the impact of the classification of discontinued operations in application
of IFRS 5 as indicated in Notes 1 and 26 and detailing the income and expenses for upgrades to infrastructure as indicated in Note 1.
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Consolidated Cash Flow Statements (thousand Euros)
Notes 2011 2010 (*)
Net cash flow from investing activities:
Business combinations and changes in consolidation scope - - 3,577
Acquisition of shareholdings in associates 8 (152,106) (24,851)
Proceeds from sale property, plant and equipment - 7,824 7,589
Purchases of property, plant and equipment and intangible assets and investment property
5/6/7
(263,241)
(333,998)
Purchases of available-for-sale financial assets - - (275)
Dividends received from associates and shareholdings 8/20.d/ 27.c
118,293
96,224
Others - 31,076 45,618
Discontinued operations 26 908,728 (30,391)
(B) Total Net Cash Flow from Investing Activities
650,574
(236,507)
Net cash flow from financing activities:
Receipt borrowings during the year 14 1,385,603 979,498
Repayment of borrowings 14 (1,935,613) (1,126,883)
Dividends paid to equity holders of the Parent Company 13 (862,102) (432,865)
Return of premium to equity holders of the Parent Company 13 (295,615) -
Treasury shares 13 (158,617) 2,117
Repayment of share premium to non-controlling interests 13 (87,575) (68,326)
Discontinued operations 26 250,606 (5,162)
(C) Total Net Cash Flow from Financing Activities (1,703,313) (651,621)
(D) Effect of variation in exchange rates (29,482) (14,371)
Net (decrease) / increase in cash and cash equivalents
(A)+(B)+(C) + (D)
(91,318)
140,559
Opening balance of cash and cash equivalents 482,328 341,769
Closing balance of cash and cash equivalents 391,010 482,328
These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 170.
(*) 2010 cash flow statement considering the impact of the classification of discontinued operations in application
of IFRS 5 as indicated in Notes 1 and 26 and detailing the income and expenses for upgrades to infrastructure as indicated in Note 1.
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NOTES TO THE 2011 CONSOLIDATED ANNUAL ACCOUNTS
1. GENERAL INFORMATION
Abertis Infraestructuras, S.A. (hereinafter abertis or the Parent Company)
was incorporated in Barcelona on 24 February 1967. The Company’s
registered office is in Avenida del Parc Logistic nº 12-20, Barcelona. On 30
May 2003 the Company’s name was changed from Acesa Infraestructuras, S.A. to its current name.
abertis is the parent company of a group of companies mainly engaged in
the management of mobility and communications infrastructures operating
in three sectors: motorway concessions, telecommunications and airports.
As shown in Note 26, the Group sold the car parks and logistics facilities sectors over the year. Therefore, their resources are classified as
discontinued operations in accordance with IFRS 5 "Non-current assets held
for sale and discontinued operations".
Its business purposes include the construction, maintenance and operation of motorways under concession; the management of motorway concessions
in Spain and internationally; the construction of roads; ancillary
construction activities, maintenance and operation of motorways, including
service stations, integrated logistics and/or transport centres and/or car
parks, as well as any other activity related to transport infrastructures and communications and/or telecommunications for the mobility and transport
of people, goods and information, under the necessary authorisation, as the
case may be.
The Company can undertake its business purposes, especially its concessionary activity, directly or indirectly through its shareholding in
other companies, subject, in this respect, to the legal provisions in force at
any time.
Note 29.c includes information on the Group’s concession contracts.
The lists of the subsidiary and multi-group companies of abertis, which
together with the parent Company make up the consolidated group
(hereinafter, the Group) at 31 December 2011 are set out in Appendix I
and Appendix II, respectively.
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The aggregates contained in all the financial statements that form part of the consolidated annual accounts (consolidated balance sheet, consolidated
income statement, consolidated statement of comprehensive income,
consolidated statement of changes in net equity, consolidated cash flow
statement) and the notes to the consolidated annual accounts are
expressed in thousand Euros, unless explicitly stated in million Euros.
2. BASIS OF PRESENTATION
a) Basis of presentation
These consolidated annual accounts have been prepared in accordance with
the International Financial Reporting Standards adopted by the European
Union under Regulation (EC) No. 1606/2002 of the European Parliament
and the Council on 19 July 2002 and others in force at 31 December 2011 (hereinafter, IFRS). In addition, the obligation to present consolidated
annual accounts under EU approved IFRS is governed by the final eleventh
provision of the Tax, Administrative and Corporate Measures Act, Law
62/2003/30 December (Official State Gazette (BOE) of 31 December 2004).
These consolidated annual accounts prepared under IFRS have been formulated by the Directors of abertis in order to provide a true and fair
view of its consolidated equity, financial situation for the year ended 31
December 2011, consolidated results from its operations, the changes in
consolidated net equity and consolidated cash flows in accordance with the
above-mentioned legislation in force.
The first consolidated annual accounts to be presented under IFRS were
those for the year ended 31 December 2005. Consequently, IFRS-1, “First-
time Adoption of the International Financial Reporting Standards” was
applied at the transition date of 1 January 2004.
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As required by IFRS, these 2011 consolidated annual accounts include the figures corresponding for the previous year for comparative purposes.
These figures have been duly restated as result of the following concepts:
In accordance with IFRS 5 "Non-Assets held for sale and discontinued
operations" and, mainly as a result of the disposal of the car parks
and logistics facilities businesses in October 2011 (see details in Note 26), the 2010 income and expenses corresponding to these
businesses have been classified as discontinued operations in line
with the figures for 2011.
In accordance with the criteria indicated in Note 3.0, construction activities and upgrades in infrastructure carried out by the Group in
2010 (Euros 337 million) have been recorded as income and
expenses. These figures were mentioned in Note 30 of the 2010
consolidated annual accounts, although they were not broken down in
the income statement.
As stated in Note 3.q, at the date of preparation of these consolidated
annual accounts, there are standards and interpretations which during 2011
were revised and being studied by the corresponding international
regulatory bodies. In any case, the application of these will be considered
by the Group once they are approved by the European Union, as the case
may be. The preparation of the consolidated annual accounts under IFRS requires
Management to make certain accounting estimates and certain judgements.
These are continuously evaluated and are based on the historical experience
and other factors, including the expectations of future events, which are
considered reasonable under the circumstances. Whilst the estimations have been made based on the best information available at the time of preparing
these consolidated annual accounts, in accordance with IAS-8, any
modification in the future of these estimations would be applied from that
point on, recognising the impact of the change in the estimates made in the
consolidated income statement for the year in question.
13
The main estimates and judgements considered in preparing the consolidated annual accounts are the following:
Assumptions used in the impairment test to determine the
recoverability of goodwill and other non-financial (see Notes 3.c, 6 and
7) and financial assets (see Notes 3.d and 11) assets.
Fair value of derivatives and other financial instruments (see Notes 3.e and 10).
Estimates of the intervention cycles in determining the provisions
under IFRIC 12 (see Notes 3.n and 19).
Fair value of assets and liabilities in business combinations (see Note
22).
Financial investments available sale (see Notes 3.d.i, 3.h and 9).
Changes in the consolidation scope (see Notes 8 and 9).
Actuarial hypotheses used in determining the liabilities for post-
employment obligations and other commitments with employees (see
Notes 3.l and 18).
Corporate income tax (see Notes 3.k and 17).
The consolidated annual accounts have been prepared on the basis of
historical cost, except in the cases specifically mentioned in these Notes, such
as those items measured at fair value, which are mentioned in Note 4.b. The consolidated annual accounts have been prepared on the basis of
uniformity in recognition and measurement. If new standards modifying the
existing valuation principles become applicable, they will be applied in
accordance with the transition criteria set down in said standards. Certain amounts in the consolidated income statement and the consolidated
balance sheet have been grouped together for clarity, with their breakdown
being shown in the Notes to the consolidated annual accounts.
The distinction presented in the consolidated balance sheet between current and non-current entries has been made on the basis of whether the assets
and liabilities fall due within one year or more.
Additionally, the consolidated annual accounts include all the information that
is considered necessary for their correct presentation under company law in force in Spain.
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The consolidated annual accounts of abertis together with the parent Company’s annual accounts and the accounts of subsidiary companies will
be presented at their respective Shareholders’ General Meetings in due
time. The Directors of abertis expect these accounts to be approved
without significant changes.
b) Consolidation principles
i) Consolidation methods Subsidiary Companies
Subsidiary Companies are all those entities in which abertis directly or
indirectly controls the financial and operating policies. This normally occurs
when more than half of the voting rights are held. Additionally, in order to evaluate whether abertis controls another entity, the existence and effect
of potential voting rights that are can be exercised or convertible at this
time are also considered. Subsidiary companies are consolidated as from
the date on which control passes to abertis, and they are de-consolidated
on the date that control ceases to exist. Subsidiary companies are fully consolidated.
Appendix I to these Notes provides a breakdown of critical information on
all the subsidiary companies included in the consolidation scope at 31
December 2011.
Multigroup Companies (Joint Ventures)
These are companies that have a contractual arrangement with a third party to share control of their activity and where the strategic financial and
operating decisions related thereto require the unanimous arrangement of all
the parties that share control.
The interests of the Group in joint ventures are accounted for under the proportional consolidation method.
Appendix II to these Notes gives information on the multigroup companies
included in consolidation scope at 31 December 2011.
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Associates
Associates are companies in which abertis has significant influence and a
long-term relationship that fosters and influences its business in spite of a
small representation in the management and control bodies. This is
generally accompanied by a shareholding of between 20% and 50% of the
voting rights unless it can be clearly demonstrated that no such influence exists or when abertis holds less than 20% and it can be clearly
demonstrated that said influence does exist.
Investments in associates are accounted for by equity accounting and
initially stated at acquisition cost. The shareholding of abertis in associates includes, as per IAS 28, goodwill (net of any loss or accumulated
impairment) identified in the acquisition and recorded under “Investments
in associates” in the consolidated balance sheet.
In the case of associates acquired in stages, IAS 28 does not specifically define how to determine the cost of the acquisitions. Therefore, the Group
interprets that the cost of a shareholding in an associate acquired in stages
is the sum of the amounts paid in each acquisition plus the share of the
profits and other changes in shareholders' equity less any impairment which
may have occurred.
Thereafter, the share of abertis in the earnings and reserves of associates is
recognised in the consolidated income statement and as consolidation
reserves (other comprehensive income), respectively, with the value of the
shareholding as the balancing entry in both cases. Dividend receipts and/or
accrual after acquisition are adjusted against the value of the shareholding.
In the event that the Group’s share in the losses of an associate is equal to or
greater than the financial value of its shareholding, including any other
unsecured outstanding accounts receivable, additional losses will not be
recognised unless obligations have been incurred or payments made in the name of the associate.
Appendix III to these Notes provides the particulars of the associates
included in the consolidation scope under equity accounting at 31 December
2011.
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ii) Standardisation of timing and valuation
Except for Eutelsat Communications, S.A. which year end is 30 June, all the
companies included in the consolidation scope close their financial year on
31 December and for the purposes of the consolidation process the
respective financial statements prepared under IFRS principles have been
used. In accordance with current legislation, these companies present individual annual accounts in accordance with the standards applicable in
their country of origin.
In the specific case of Eutelsat Communications, S.A. the respective timing
standardisation has been undertaken and for the purposes of the consolidation process the respective financial statements prepared under
IFRS principles for the year ended 31 December have been used.
The standards of valuation applied by the Group companies largely coincide.
However, whenever necessary the corresponding adjustments are made to standardise valuation to ensure uniformity of the accounting policies of the
companies included in the consolidation scope with the policies adopted by
the Group.
iii) Differences on first consolidation
The Group uses the acquisition method to account for the acquisition of
subsidiary companies in accordance with the revised IFRS 3. The acquisition
cost is the fair value of the assets, the equity and the liabilities on
acquisition date, plus any asset or liability resulting from the contingent consideration. The costs directly attributed to the acquisition are recognised
directly in the consolidated income statement for the year in which it takes
place.
The identifiable assets acquired, the liabilities and contingencies assumed in a business combination are initially valued at their fair value on acquisition
date, including the non-controlling interests. For each business combination,
the Group can elect to recognise any non-controlling interest in the acquired
company at fair value or for the proportional part of the non-controlling
interest of the net identifiable assets of the acquired entity.
The excess of the acquisition cost over the fair value of the net assets
identified in the transaction is accounted for as consolidation goodwill, which
is assigned to the respective cash generating unit.
17
On the contrary, if the acquisition cost is less than the fair value of the net assets of the company acquired, if the purchase is made under
advantageous conditions, the difference is recognised directly in the
statement of comprehensive income.
Consolidation goodwill is not written off on a straight-line basis and is
subject to an annual impairment test, as indicated in Note 3.c.
In the case of step-acquisitions, when control is obtained, the fair value of
the assets and liabilities of the business acquired must be determined by
including the part already owned. The differences that arise between the
assets and liabilities already recognised must be recognised in the income statement.
In case of step-acquisitions of associates, goodwill is calculated in each
acquisition based on the cost and the share of the fair value of the acquired
net assets on each acquisition date.
As indicated in Note 2.b.i, the goodwill related to acquisitions of associates
is included as part of the respective shareholding, and is valuated in
accordance with the procedures set out in Note 3.b.iv.
iv) Elimination of internal operations
The balances and intercompany transactions between companies of the
Group are eliminated, as are the unrealised profits from third parties
generated by transactions between Group companies. Unrealised losses are also eliminated, unless the transaction provides evidence of a loss due to
the impairment of the transferred asset.
In transactions with joint ventures (multigroup companies) the share in the
profit or loss from operations with Group companies is only recorded in the
part corresponding to other participants.
The profit and loss from transactions between the Group and its associates
is recorded in the Group's financial statements only to the extent that they
correspond to the shareholdings of other investors in the associates which
are not linked to the investor.
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v) Translation of financial statements in foreign currencies
The financial statements of foreign companies, none of which operate in
hyperinflationary economies, prepared in a functional currency (that of the
main economic area in which the entity operates) distinct from the
presentation currency of the consolidated annual accounts (Euros) are
translated into Euros using the year end exchange rate, whereby:
Net equity is translated at historical exchange rates.
Entries in the income statement are translated using the average
exchange rate for the period as an approximation of the exchange rate at the transaction date.
The other balance sheet entries are translated at the year end
exchange rate.
As a result of using this method, the currency translation differences
generated are included under “Reserves – Cumulative translation
adjustments” in net equity on the consolidated balance sheet.
vi) Others
The currency translation differences that arise from the translation of net
investment in foreign companies, and from loans and other instruments in
non-Euro currencies designated as hedges on these investments, are
recorded against net equity. When they are sold, said cumulative translation adjustments are recognised in the income statement as part of the
consolidated gain or loss on the sale.
The adjustments to goodwill and the fair value that arise from the
acquisition of a foreign entity are considered as assets and liabilities of the foreign entity and are translated using the year end exchange rate.
vii) Variations in the consolidation scope The most significant changes in the consolidation scope and in the
companies falling under said scope in 2011 have been as follows:
On 11 April 2011 incorporation of the company Saba
Infraestructuras, S.A. fully owned by Abertis Infraestructuras, S.A.
This company has been fully consolidated.
19
Within the framework of the reorganisation of the structure of abertis businesses as detailed in Note 26, on 18 May 2011 the car
parks and logistics facilities businesses have been provided to this
company through contribution of all the shares held by Abertis
Infraestructuras, S.A. in Saba Aparcamientos, S.A. and Abertis
Logística, S.A. through a non-monetary capital increase.
In June 2011, the General Meeting of Shareholders of abertis approved the payment of an extraordinary interim dividend for the
profits of the year of Euros 0.67 per share which may be optionally
exchanged for shares in Saba Infraestructuras, S.A. (see Note 13.c
and 26). Following this payment, abertis then held 78.06% of the
aforementioned company.
Finally, on 26 October 2011, Abertis Infraestructuras, S.A. sold its
entire shareholding which on the aforementioned date it held in Saba
Infraestructuras, S.A. This sale was carried out in accordance with
the share purchase contract which abertis held with Criteria
CaixaHolding, S.A.U. (and other third parties), see Note 26.
With effect on 31 December 2011, the classification of the 14.61%
holding in the capital of Brisa has changed from an available-for-sale
financial asset to a shareholding in an associate and now recorded
using equity accounting (See Note 8 and 9).
Other changes having a minor impact have been as follows:
On 18 May 2011 incorporation of the company Gestora del Espectro,
S.L., fully owned by Retevisión I, S.A. This company has been fully
consolidated.
Incorporation of the company Autopistas Metropolitanas de Puerto Rico, LLC (metropistas), 45% owned by abertis are recorded using
equity accounting. In September 2011 this company was awarded
the concession for managing the PR-22 and PR-5 motorways in
Puerto Rico (see Note 8).
Increase, with effect on 1 April 2011, of sanef’s shareholding in
Sanef Tolling, Ltd from 70% to 100%.
Increase, with effect on 1 January 2011, of sanef’s shareholding in
Bet Eire Flow from 80% to 100%.
On 30 December 2011 sale of the company Túnel del Cadí, S.A.C., recorded at that time using equity accounting, in which abertis had
an indirect shareholding of 37.21% (see Note 8).
20
On 20 December 2011 sale of the company Pt Operational Services Limited (PTY), recorded at that time using equity accounting, in which
abertis had a shareholding of 33.30%.
Exit from the consolidation scope in May 2011 of the company Acesa
Italia, S.r.L., in which abertis had an indirect shareholding of 100% as a result of its liquidation, following the sale of the 6.68%
shareholding in Atlantia.
Exit from the consolidation scope in June 2011 of the companies
Aldergrove International Airport Limited, Aldergrove Airport Limited and Aldergrove Car Parks, in which abertis had an indirect
shareholding of 90%, as a result of their liquidation.
Exit from the consolidation scope in August 2011 of the company
MB121 Limited, in which abertis had an indirect shareholding of 90%, as a result of its liquidation.
Exit from the consolidation scope in November 2011 of the company
TBI Global Limited, in which abertis had an indirect shareholding of
90%, as a result of its liquidation.
Takeover merger of companies of ACDL Group TBI Cargo Inc and TBI
(US) Holdings Limited, the latter 90% owned abertis (through acdl).
In addition, with effect on 21 December 2011 Abertis Infraestructuras, S.A. sold to Abertis Autopistas España, S.A. (with no impact on these
consolidated annual accounts as both companies belong to the consolidation
scope) the shareholdings of the companies Autopistas Concesionaria
Española, S.A. (acesa), Infraestructures Viàries de Catalunya, S.A.
(invicat), Autopistas Aumar Concesionaria Española, S.A. (aumar) and
Iberpistas, Concesionaria Española, S.A. (iberpistas), with the aim of grouping together all the operator companies of Spanish motorways under
one single company responsible for joint management of all of those
companies.
Additionally, in 2010 there were no changes with a significant impact on the consolidation scope or on the companies making up the scope although the
following changes with a lesser impact on the corresponding consolidated
accounts were recorded:
On 3 June 2010, the associate Centro Intermodal de Logística, S.A. (cilsa) sold its entire stake in the Group subsidiary Consorcio de
Plataformas Logísticas, S.A. (cpl), and reduced the indirect
shareholding of abertis as at that date from 66,68% to 51%.
21
On 30 December 2010 the shareholding of abertis (through the subsidiary Abertis Logística, S.A.) in Consorcio de Plataformas
Logísticas, S.A. (cpl), a fully consolidated company, rose from the
aforementioned 51% to 64.5%, through the capital increase that the
latter performed, which was subscribed by Abertis Logística, S.A. through a non-cash contribution of the 32% stake it held in Centro
Intermodal de Logística, S.A. (cilsa).
As a result of the non-cash contribution made by the other
shareholder of Consorcio de Plataformas Logísticas, S.A. (cpl) in
order to subscribe the aforementioned capital increase, cpl has come
to own 44% of Centro Intermodal de Logística, S.A. (cilsa), and, accordingly, this company, in light of the new shareholder
arrangements as from that date, has gone from being accounted for
by equity accounting to proportional consolidation effective 30
December 2010. Consequently, the indirect shareholding of abertis
of cilsa was 28.38%.
The shareholding operations at 30 December 2010 did not have a
significant impact on equity.
Increase in the shareholding of abertis in Saba Aparcamientos, S.A.
(saba), from 99.46% a un 99.48%.
Increase in the shareholding of Saba Aparcamientos, S.A. in Parcheggi Pisa, S.r.L. from 70% to 80%, and, accordingly, the
indirect shareholding of abertis amounted to 79.58%.
Increase in the shareholding of Saba Aparcamientos, S.A. in Saba
Aparcament de Santa Caterina, S.L. from 92% to 100%, and,
accordingly, the indirect shareholding of abertis amounted to
99.48%.
Increase in the shareholding of abertis in Autopistas de Puerto Rico
and Compañía, S.E. (APR) from 75% to 100%.
Sale in September 2010 of Rabat Parking, S.A. in which abertis had
an indirect shareholding of 50.72%.
Teledifusión de Madrid, S.A., in which abertis had an indirect shareholding of 80%, left the consolidation scope in June 2010.
Takeover merger of the Group companies Saba Campo San Giacomo
S.r.L. and Saba Italia S.p.A., that latter of which is 99.48% owned by
abertis (through Saba Aparcamientos, S.A.).
22
Incorporation of the company Overon US, Inc., fully owned by Servicios Audiovisuales Overon, S.L. (overon), proportionally
consolidated by the Group by virtue of current shareholders’
arrangements (abertis holds an indirect 51% stake).
Incorporation of the company Impulso Aeroportuario del Pacífico, S.A. de C.V., 99.9% owned by the associate Aeropuertos Mexicanos del
Pacífico, S.A. de C.V. (AMP), consolidated by equity accounting
(abertis holds an indirect stake of 33.33%).
Incorporation of the company Parcheggio Largo Bellini S.r.L 80% owned by Saba Italia S.p.A and fully consolidated. Through Saba
Aparcamientos, S.A. abertis holds an indirect stake of 79.58%.
Incorporation of the company Constructura de Infraestructura Vial
SAS, 40% owned by abertis. This company has been consolidated by equity accounting.
Incorporation of the company Consorci de Parcs Logístics del
Penedés, S.L., fully owned by Abertis Logística, S.A. This company
has been fully consolidated.
Incorporation of the company Consorci de Parcs Logístics Toulouse,
fully owned by Consorcio de Plataformas Logísticas, S.A. (cpl). This
company has been fully consolidated.
viii) Transactions with non-controlling interests
Under IAS 27 revised, transactions with non-controlling interests are
recorded as transactions with the owners of Group equity. Accordingly, in
the purchases of non-controlling interests, the difference between the consideration paid and the respective proportion of the book value of the
net assets of the subsidiary impacts net equity. Likewise, the gains or loss
from the sale of non-controlling interests are also recognized in the net
equity of the Group.
23
In the event that significant influence or control is lost, the remaining interest is stated once again at fair value, and the difference in relation to
the investment previously recorded is recognized in the consolidated income
statement for the year. Additionally, any amount previously recognized in
other comprehensive income in relation to this entity is recorded as if the
Group had directly sold all the related assets and liabilities, which would
mean, as the case may be, that the amounts previously recognized in other comprehensive income would be reclassified to the consolidated income
statement for the year. If the decrease in the shareholding in an associate
does not imply a loss of significant influence, the proportional part formerly
recognized under Other comprehensive income would be reclassified to the
income statement.
3. ACCOUNTING POLICIES
The most significant accounting policies applied in the preparation of these
consolidated annual accounts are as follows:
a) Property, plant and equipment (PPE)
Property, plant and equipment are accounted for at cost of acquisition less depreciation and the accumulated amount of any loss in value. Property,
plant and equipment includes the legal revaluations applied in years prior to
1 January 2004 allowed under local accounting standards, which value has
been taken as cost of acquisition as permitted under IFRS-1 “First-time
Adoption of International Financial Reporting Standards”.
Capital grants received reduce the cost of acquisition of property, plant and
equipment and are recorded when the requirements are met in order to
demand payment of the grant. Grants are released to profit and loss on a
straight-line basis depending on the useful life of the asset financed reducing the depreciation charge for the year.
Personnel costs and other expenses, as well as net financing costs directly
related to property, plant and equipment, are capitalised as part of the
investment until brought into use.
Costs of refurbishment, extension or improvement of property, plant and
equipment are capitalised only when they increase the capacity,
productivity or extend the useful life of the asset, provided that it is possible
to know or estimate the net carrying value of the assets which are written
off when replaced.
24
The costs of repairs and maintenance are charged to the consolidated
income statement in the year in which they are incurred.
The investment in infrastructure recorded by the operator companies under
PPE includes the assets over which the Grantor holds no control (not owned
by Grantor given that it does not control the residual value of the assets at the end of the concession), although they are necessary for the operation
and management of the infrastructure. These assets mainly comprise the
buildings used in operations, the toll facilities and material, video-
surveillance, etc. The depreciation of property, plant and equipment is calculated on a
straight line basis using the estimated useful life of the assets, taking into
consideration wear and tear derived from normal use.
The depreciation rates used to calculate the impairment of property, plant and equipment are as follows:
Asset Rate Buildings and other constructions 2-14 %
Machinery 6-30 %
Tooling 7-30 %
Other installations 7-20 %
Furniture 10-20 %
Computer equipment 20-33 %
Other property, plant and equipment 8-25 %
Other assets for infrastructure management (*)
(*) The depreciation rates for the most significant assets related to infrastructure management are as follows:
Asset Rate Toll installations 8-12 %
Toll machinery 10-12 %
Others 10-20 %
When the net carrying value of an asset exceeds its estimated recoverable
value, said value is immediately reduced to its recoverable value, and the
effect is taken to the consolidated income statement for the year.
25
b) Goodwill and other intangible assets
The intangible assets indicated below are recorded at acquisition cost less
the accumulated amortisation and any loss due to impairment, useful life
being evaluated on the basis of a prudent estimate. Capital grants received
reduce the cost of acquisition of the intangible asset and are recorded when the requirements are met in order to demand payment of the grant. Grants
are released to profit and loss on a straight-line basis depending on the
useful life of the asset financed reducing the amortisation charge for the
year. The net carrying value of intangible assets is reviewed for possible
impairment when certain events or changes indicate that their net carrying
value may not be recoverable.
i) Research and development expenses
Research costs are expensed as they are incurred, whilst the expenses on
development incurred in a project are capitalised if the project is feasible
from a technical and commercial perspective, if there are sufficient technical
and financial resources to complete the project, if the costs incurred can be determined in a reliable manner as established by the international
standard, and the generation of future profits is probable. These are
recorded at their cost of acquisition.
The amortisation is made on the basis of the estimated useful life for each project (between 3 and 5 years).
ii) Computer applications Refers principally to the amounts paid for access to ownership or for the right
to use computer programs, only when usage is expected to cover several
years.
The computer applications are stated at their acquisition cost and amortised on the basis of their useful life (between 3 and 5 years). Maintenance
expenses on these computer applications are charged to the income
statement in the year in which they are incurred.
26
iii) Administrative concessions
Administrative concessions are listed as assets valued at the total amount of
the payments made to obtain them.
IFRIC 12 regulates the treatment of public-to-private service concession arrangements when:
The Grantor controls or regulates which services the operator must
provide with the infrastructure, to whom these services must be
rendered, and, at what price, and
The Grantor controls the entire significant residual interest in the
infrastructure at the end of the arrangement.
Under these concession arrangements, the operator acts as a service
provider, specifically, on the one hand, construction services or infrastructure enhancement, and, on the other hand, operational and
maintenance service during the term of the arrangement. The consideration
received for these services is recorded bearing in mind the type of
contractual right received:
In cases in which the right is granted to charge a price to users for the user of the public service, and the latter is not unconditional but
depends on the fact that the users actually use the service, the
consideration for the construction or enhancement service is recorded
as an intangible asset under “Other intangible assets – administrative concessions” in application of the intangible asset model, in which the
risk of demand is borne by the operator. This model is applicable to
most concessionary companies.
If an unconditional right is granted by the Grantor (or on its account)
to receive cash or other financial assets, and the Grantor has little or no capacity to avoid the payment, the consideration for the
construction or enhancement service is recorded as a financial asset
under “Debtors and other receivables – public administration debtors”
(see section d.ii of this Note) in application of the financial model, in
which the operator bears no risk of demand (payment is made even if the infrastructure is not used since the Grantor guarantees payment
to the Operator of a fixed or specifiable amount or of the deficit, if
any). This model is residually applicable for the Group to the odd
airport.
27
The amounts which appear under the heading "Administrative concessions"
mostly result from the transition to the application of IFRIC 12 with effect
from 1 January 2009, which are the result of their reclassification from the
heading of "property, plant and equipment" and for the same carrying
amount which appear on said date, in line with the provisions in paragraph
30 of the transition of IFRIC 12.
The administrative concessions have a finite useful life and their cost if
recorded as an intangible asset, is expensed, through their amortisation, over
the term of the concession on a straight-line basis. In the case of administrative concessions acquired through business
combinations after 1 January 2004 (IFRS transition date), these, as per IFRS-
3, are stated at fair value (on the basis of valuations based on discounted
cash flow analyses at their current value at the acquisition date) and
amortised on a straight-line basis over the concession period.
iv) Goodwill
Goodwill generated in different business combinations, represents the surplus
of the acquisition cost over the fair or market value of the identifiable net assets of all the company acquired at acquisition date.
The possible impairment of goodwills recognised separately (those of
subsidiary and jointly-controlled companies) is tested annually for
impairment to determine whether its value has declined to a level below the carrying value at the aforementioned transition date, and, as the case may
be, the necessary charge is made against the consolidated income statement
for the year (see Notes 3.c and 6). The losses for impairment of goodwill are
not subsequently reversed. The impairment of the goodwills included in the carrying value of the equity
investment in associates is not tested separately. However, under IAS 36,
the total carrying value of the investment is tested for impairment by
comparing the recoverable amount (the greater of value in use and fair
value, minus cost of sale) to carrying value, provided that there are indications that the value of the investment may have been impaired.
The loss or gain obtained from the sale of an entity includes the carrying
value of the goodwill of the entity sold.
28
In view of the fact that the goodwill is considered an asset of the acquired
company (except the goodwills generated prior to 1 January 2004, which
under IFRS-1 were considered assets of the acquiring company), a subsidiary
using a functional currency other than the Euro valuated in the functional
currency of the subsidiary, and the translation into Euros, is made at the exchange rate on the balance sheet date, as indicated in Note 2.b.vi.
v) Other intangible assets
Primarily includes licences for the management of airport infrastructures, which are carried as assets in the consolidated balance sheet at fair value at
acquisition moment, obtained on the basis of valuations based on the
analysis of discounted cash flows at their current value at the acquisition date
as per IFRS-3. These are expensed using the straight line amortisation
method.
c) Impairment losses on non-financial assets
The Group evaluates, at each balance sheet date, whether there is any
indication of impairment in the value of any asset. Should such an indication exist, or when an annual impairment test is required (in the case of
goodwill), the Group estimates the recoverable value of the assets, which is
the greater of the fair value of an asset minus cost of sale and its value in
use. In order to determine the value in use of an asset, the future cash
inflow that the asset is expected to generate is discounted from its net present value using an interest rate that reflects, amongst other, the
current value of money at long-term rates and the specific risks of the
assets (risk premium). See Note 6.
In the event that the asset analysed does not generate cash flow independently of other assets (as is the case for goodwill), the fair value or
value in use of the cash generating unit that includes the asset (smallest
identifiable group of assets separated from other assets or groups of assets)
is estimated. If there are impairment losses in a cash generating unit, the
book value of the goodwill assigned, if any, will be reduced, followed by a
proportional reduction of the book value of the other assets in relation to the unit.
29
Losses for impairment (surplus of the asset’s book value over the recoverable value) are recognised in the consolidated income statement for
the year.
With the exception of goodwill, where impairment losses are irreversible, if
the Group has recognised losses for impairment of assets at the end of each
financial year, an evaluation will be made to determine whether the
indications of impairment have disappeared or lessened, and the recoverable value of the impaired asset, if applicable, will be estimated.
A loss due to impairment recognised in prior years will only be reversed if
there is a change in the estimates used to determine the recoverable value
of the asset as from the time the last loss due to impairment was recognised. If this is the case, the book value of the asset would increase to
its recoverable value, which cannot exceed the book value that would have
been recorded, net of amortisation, had the impairment loss on the asset in
prior years not been recorded. This reversal would be recorded in the
consolidated income statement for the year.
d) Investments and other financial assets (excluding derivative
financial instruments)
The Group determines the classification of its financial assets when they are initially recognised. At the close of 31 December 2011 the financial assets
have been classified under the following categories:
i) Available-for-sale financial assets This entry in the consolidated balance sheet includes those investments in
which the Group does not exert any significant influence or control (see
Note 9). These are classified as non current assets unless there is an
intention to dispose of the investment in the twelve months as from the
consolidated balance sheet date, in which case they are classified as current assets.
These investments are stated at fair value, and gains or losses arising from
changes in value are part of the other comprehensive result until the
investment is sold or suffers losses due to impairment.
The Group evaluates, at each balance sheet date, whether there is any
effective indication of impairment, among others, taking into account
whether there has been a significant or prolonged decrease in the fair value
of the securities below cost price. If there are any indications of this type,
the accumulated loss previously recorded in net equity under “Reserves –
30
investments available-for-sale” would be transferred to profit and loss as gains or losses on the respective financial assets.
For the purposes of identifying indications of impairment, the Group first
uses Spanish accounting standards (Spanish General Chart of Accounts)
which indicate that an available-for-sale financial asset will be assumed to
have suffered impairment after a fall of one and a half years and forty percent of its price without their being a recovery in its value. At any event,
and where necessary, a specific analysis is conducted on those figures of
the instrument which are deemed essential for confirming or rejecting the
need, or not, to record deterioration of the capital instrument.
The fair value of the investments that are actively traded on official stock
exchanges is taken as the trading price at the close of the market at the
balance sheet date. In the case of investments where there is not an active
market, the fair value is determined using valuation methods, such as
projections of discounted cash flows. If their market value cannot be determined in a reliable manner, they will be valued at cost or at a lower
amount if there is evidence of impairment.
Dividend income arising from available-for-sale financial assets are recorded
under “Financial income” (see Note 20.d) in the consolidated income
statement when the right of the Group to receive them is established.
ii) Trade and other receivables
This entry corresponds primarily to:
Loans granted to associates or related entities which are valued at
amortised cost using the effective interest method. This value is
decreased, as the case may be, by the respective provision for impairment of the asset.
Deposits and guarantee deposits recorded at their nominal value.
Trade accounts receivable, which are stated at their nominal
value, which is similar to initial fair value. Said value is reduced, if necessary, by the corresponding provision for bad debts (loss for
impairment of asset) whenever there is objective evidence that
the amount owed will not be partially or fully collected, charged
against the consolidated income statement for the year.
31
Accounts receivable resulting from the application of the financial model in recording certain concession arrangements subject to
IFRIC 12 (see section b.iii of this Note). This right is stated initially
at fair value and subsequently at amortised cost, and at the
balance sheet date financial income is booked that has been calculated using an effective interest rate, during the term of the
concession arrangement.
e) Derivative financial instruments The Group uses derivative financial instruments to manage its financial risk
arising principally from fluctuations in interest rates and exchange rates
(see Note 4). These derivative financial instruments, whether or not they
have been classified as hedges, have been recorded at fair value, which is
the year end market value of listed instruments, or valuations based on the analysis of discounted cash flows using assumptions that are mainly based
on the market conditions at the balance sheet date for unlisted derivative
instruments.
At the beginning of the transaction the Group documents the relationship between the hedging instruments and the assets they cover, as well as the
risk management objectives and the strategy for its hedging transactions.
The Group also documents their evaluation, both at the beginning and
continuously, as to whether the derivatives that are used in the hedging
transactions are highly effective for offsetting the changes in fair value or cash flows of the items hedged.
The fair value of derivative financial instruments used for hedging purposes
is set out in Note 10, and the variation in the hedging reserve recorded
under consolidated net equity is set out in Note 13.
Classification on the balance sheet as current or non-current will depend on
whether the maturity of the hedge at the year end is less or more than one
year. Non-hedge derivatives will be classified in any case as current.
32
The criteria used to account for these instruments are as follows:
i) Fair value hedges
The changes in the fair value of the designated derivatives that meet the
conditions to be classified as hedging operations of the fair value of assets
or liabilities are recorded in the income statement for the year under
“Variation in valuation of hedging instruments”, together with any change in the fair value of the asset or liability covered by the hedge attributable to
the risk hedged. This corresponds mainly to those derivative financial
instruments contracted by the Group companies to convert fixed interest
debt into floating rate debt.
ii) Cash flow hedges
The positive or negative changes in the valuation of the derivatives
classified as cash flow hedges are charged, in the effective portion, net of
any tax impact, to consolidated equity under the entry “Reserves – Hedge reserve”, until the hedged item impacts the result for the year (or when the
hedged item matures or is sold or if it is no longer probable that the
transaction will take place), at which point the retained earnings or losses in
net equity are transferred to the consolidated income statement for the
year.
The positive or negative differences in the valuation of the derivatives
corresponding to the ineffective portion, if they exist, are recorded directly
in the consolidated income statement for the year under “Variation in
valuation of hedging instruments”.
This type of hedge corresponds primarily to those derivatives contracted by
the Group companies that convert floating rate debt to fixed rate debt.
iii) Hedging net foreign investment in non-euro currency
In certain cases abertis finances its activities in the same functional
currency in which the foreign investments are held so as to reduce the
exchange rate risk. This is done by raising finance in the corresponding
currency or by contracting cross currency interest rate swaps.
33
The hedging of net foreign investments is accounted for in a way that is
similar to the cash flow hedge. The gains or losses on the hedging
instrument for the effective portion are recorded under net equity and the
gains or losses related to the ineffective portion are recognised immediately in the consolidated income statement for the year.
Accumulated gains or losses in net equity are carried in the income
statement when the foreign transaction is concluded.
iv) Derivatives not qualified as accounting hedges
In case there are derivatives that do not meet the criteria established to be
qualified as hedges, the positive or negative variation arising from recalculating the fair value of these derivatives is taken directly to
consolidated profit and loss for the year.
f) Inventories Inventories consist primarily of spare parts for property, plant and equipment
and are valued at cost, calculated using the weighted average price method,
making the necessary valuation adjustments and raising the corresponding
impairment.
g) Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits in banks
and short-term investments in highly liquid instruments maturing in three months or less.
h) Non current assets held for sale Non current assets are classified as held for sale when their value will be
recovered mainly through sale, provided that said sale is highly likely. These
assets are stated at the lesser of their book value or fair value, less the costs
of sale.
34
i) Treasury shares
In the event that any Group entity or the Parent Company acquires shares of
abertis, these are recorded under “Treasury shares” in the consolidated balance sheet and consolidated net equity is reduced. The shares are stated
at acquisition cost, without recording any provisions.
When these shares are sold, any amount received, net of any additional
directly attributable transaction costs and the corresponding effect of the tax on the profit generated, and are included in the net equity attributable to
equity holders of the parent Company.
j) Borrowings
Borrowings are initially recorded at fair value, including the costs incurred in
raising the debt. In subsequent periods they are valued at amortised cost and
the difference between the funds obtained (net of the costs involved in
raising the funds) and the repayment value, as the case may be, and if it is
significant, is recorded in the income statement over the life of the debt using the effective interest method.
Borrowings at a fixed interest rate hedged using derivatives that modify this
interest rate from fixed to floating are stated at fair value for the hedged
component, and these variations are taken to profit and loss, thus offsetting the impact on results of the variation in the fair value of the derivative
instrument.
k) Income tax
The tax expense (or, where appropriate, income) on profits is the total
amount accrued for this purpose during the year, representing both current
and deferred tax. Both the current tax expense (or, where appropriate, income) and deferred
tax expense are recorded in the consolidated income statement for the year.
However, the tax effect relating to items recorded directly in other
comprehensive income or net equity is recorded under other comprehensive
income or net equity.
35
The deferred tax is calculated using the liabilities method based on the
balance sheet, on the temporary differences that arise between taxable
income of the assets and liabilities and their accounting amounts in the
consolidated annual accounts, under the regulations and using tax rates in force, or pending approval, on the balance sheet date and which are
expected to be used when the corresponding deferred tax asset is realised or
the deferred tax liability is settled.
Deferred tax liabilities that arise from temporary differences with subsidiary, multi-group companies and/or associates are always recorded, except in
those cases in which the Group can control the date on which the temporary
differences will reverse and it is probable that they will not reverse in the
foreseeable future.
The deferred income tax assets are recognised if it is probable that future tax
profit will arise with which to offset the deductible temporary differences or
the losses or unused fiscal credits. In the case of deferred tax assets that
could arise due to temporary differences with subsidiary and multigroup
companies and/or associates, these are recognised if additionally it is
possible that they will reverse in the foreseeable future.
The recoverability of deferred tax assets is evaluated when they are
generated, and at each year end, depending on the evolution of results
expected from the companies according to their respective business plans.
l) Employee benefits
Under the respective collective bargaining arrangements, various companies
in the Group have the following commitments with their employees:
i) Post-employment obligations:
Defined contributions to employee welfare instruments (employee
pension plans and collective insurance policies).
Defined benefits, in the form of bonuses or payments for retirement from the company and temporary and /or life-time annuities.
36
In defined contribution employee welfare, the Company makes predefined
contributions to an external entity and does not have a legal or real
obligation to make additional contributions in the event that this entity does
not have sufficient assets to cover the employee payments that related to the services provided in the current year and previous years. The annual expense
recorded is the corresponding contribution made in the year.
In the defined benefit commitments, where the Company assumes certain
actuarial and investment risks, the liability recorded on the balance sheet is the present value of the obligations at the balance sheet date less the fair
value of the possible assets for this commitment on said date, plus or minus
any unrealised actuarial gain or loss, less any amount arising from the cost of
past services not yet recognised.
The actuarial valuation of the defined benefit commitments is made annually
by independent actuaries using the projected credit unit method to determine
both the current value of the obligations and the cost of the services provided
in the current and previous years. The actuarial gains and losses arising from
changes in the actuarial assumptions are recognised in the year in which they
occur. They are not included in the consolidated income statement, but presented in the statement of comprehensive income.
Costs for past services are recognised as an expense, and are allocated on a
straight-line basis over the average period remaining until the right to receive
the benefits has finally vested. Nevertheless, when the benefits are immediately irrevocable after the introduction of a defined benefits plan, or
following any change in the plan, the costs for past services are recognised
immediately.
The hedging of commitments by making contributions to an insurance policy, where the legal or implied obligation to meet the agreed benefits remains, is
always treated as a defined benefit.
ii) Other long-term benefits, related to the length-of-service of the employee in the company.
In respect of long-term commitments for the length of service of employees
in the company, the liability recognised on the balance sheet coincides with
the current value of the obligations at the balance sheet date, if there are no
other assets related to them.
37
The projected credit unit method is used to determine both the current value
of the obligations at the balance sheet date and the cost of the services
rendered during the current year and previous years. The actuarial gains and
losses that arise from changes in the actuarial assumptions are recognized, unlike the post-employment obligations, in the year in which they are
generated, in the consolidated income statement for the year.
iii) Share-based payments.
As indicated in Note 28, the group has a Management compensation plan
consisting in the distribution of options in abertis stock that can only be
settled in shares.
This plan is valuated at its fair value, at the date it is initially distributed,
using a generally accepted financial calculation method, which, amongst
others, takes into account the option exercise price, volatility, exercise term,
expected dividends and the risk-free interest rate.
The cost of the plan is charged to the consolidated income statement as a personnel expense as it accrues during the period of time required for the
employee to remain in the company in order to exercise the option, while a
counter-entry is made in consolidated net equity, without a re-estimate of its
initial valuation, as per IFRS-2. However, at the year end the Group reviews
its original estimates of the number of options expected to be exercisable (affected, inter alia, by the impact of any bonus share issue) and recognizes,
as the case may be, the impact of its review on the income statements by
making the respective adjustment to consolidated net equity as it accrues
during the period of time remaining until the end of the period of time
required for the employee to remain in the company in order to exercise the option.
m) Transactions in foreign currencies Transactions in foreign currencies are translated into the presentation
currency of the Group (Euro) using the exchange rates in force on the
transaction date. The gains and losses on foreign currencies that arise from
the settlement of these transactions and from the translation of monetary
assets and liabilities held in foreign currency at the year end exchange rates
are recorded in the consolidated income statement, unless they are
38
deferred in net equity as in the case of cash flow hedges and hedges on net investments, as noted in section e) of this Note.
n) Provisions
Provisions are recorded when the Group has a present legal or implied
obligation, as the result of past events where it is probable that a disbursement must be made to settle the obligation and when the amount
can be reliably estimated.
In cases in which the effect of the time value of money is significant, the
amount of the provision is calculated as the present value of the future cash flows that are estimated to be required to settle the existing obligation.
For infrastructure concessions that are subject to compliance by the Operator
with the contractual obligations such as maintenance of a certain level of
operations of the infrastructure or the restoration under certain conditions of the infrastructure when returned to the Grantor at the end of the service
arrangement, provisions are posted, as per IAS 37, using the best estimate
for the outflow of funds to cancel the present obligation on the balance sheet
date.
o) Revenue recognition
Income for the rendering of services is recognised when it is probable that
the benefits from the transaction will be received by the Group and can be
reliably quantified (time of use of the infrastructure by the users). Most income of the Group is generated by the motorway segment and relates
mainly to toll income, which is recorded when the service is provided.
Income from the telecommunications segment is also recorded when the
service is rendered and relates mainly to the provision of audio-visual
services, radio communications for closed groups of users, television and radio broadcasting, infrastructure rental, satellite capacity, transport of data
to operators and other non-recurrent income.
Income from the airports segment, mainly from the ACDL Group, relates
basically to the provision for movements of aircraft and people, trading revenues and others, which are also recorded when the service is rendered.
Interest income is recognised using the effective interest method while
dividend income is recognised when the right to receive payment is
established.
39
Finally, it is important to point out that, the abertis group does not
generally carry out the construction activities of concession assets as it
incorporates the infrastructures which it operates by means of
administrative concession through their acquisition from third-party
companies which perform the construction on the account of abertis. In accordance with paragraph 14 of IFRIC 12, the headings "Income from
upgrades of infrastructures" and "Expenses from upgrades of
infrastructures" of the consolidated income statement for the year includes
the income and expenses corresponding to the construction activities or
upgrades of infrastructures carried out over the year, with no margin recorded for said activity as the Group does not carry out any construction
and acquires the infrastructure at its fair value.
p) Environment Costs arising from legal environment requirements are recorded annually
either as an expense or are capitalised, depending on their nature. The
amounts capitalised are depreciated over their useful life.
No allowance has been made to the provision for liabilities and charges in
relation to the environment, given that there are no contingencies related to this matter.
q) New IAS/IFRS standards and IFRIC interpretations
As indicated below, in 2011 new accounting standards (IAS/IFRS) and interpretations (IFRIC) have come into force or those which came into force
in 2010 but for years beginning after 1 January 2010 (applied for abertis
purposes as from 1 January 2011) have been applied. Furthermore, at the
date of formulation of these consolidated annual accounts, new international
accounting standards (IAS/IFRS) and interpretations (IFRIC) have been enacted that are to enter into force for the accounting years commencing 1
January 2012 or subsequent to this date.
i) Standards, modifications and interpretations coming into effect on 1 January 2011, or which abertis has applied on that date, having
come into force in 2010 but only for the years beginning after 1
January 2010. IAS 24 (revised in November 2009) – “Related party disclosures”
(in force for years beginning 1 January 2011).
IAS 32 (modification October 2009) – “Financial Instruments:
40
presentation of emissions rights” (in force for the years beginning 1 February 2010).
IFRS 1 (modified January 2010) – “First-time Adoption of IFRS,
limited exemption from comparative IFRS 7 disclosures for first-
time adopters” (in force for years beginning 1 July 2010).
IFRIC 14 (modified July 2010) – “Prepayments of a minimum
funding requirement” (in force for financial years beginning 1
January 2011).
IFRIC 19 - “Extinguishing financial liabilities with equity instruments” (in force for years beginning 1 July 2010).
In addition, as part of the IASB’s annual improvements project of
May 2010, a series of minor changes in certain standards and
interpretations have been adopted, which entered into force on 1
January 2011.
All those standards, amendments and interpretations applicable to the
Group's annual accounts have been taken into account with effect from 1
January 2011, without significant impact on these consolidated annual
accounts.
ii) Standards, modifications and interpretations issued by the IASB and
adopted by the European Union, coming into force in 2011 but for
years beginning after 1 January 2011, for which the Group has not
contemplated early adoption (applicable for abertis purposes as from 1 January 2012).
IFRS 7 (modification in October 2010) – “Financial instruments:
disclosures – transfers of financial assets” (in force for the years
beginning 1 January 2011).
It is not expected that the application of these standards, modifications and
interpretations will have a significant impact on the consolidated annual
accounts of abertis.
41
iii) Standards, modifications and interpretations issued by the IASB
pending adoption by the European Union, generally coming into force
after 1 January 2012, for which the Group has not contemplated their
early adoption.
IAS 1 (amendment of June 2011) – “Presentation of financial statements" (in force for years beginning 1 July 2012, and so for
abertis purposes it will be applied as from 1 January 2013).
Amends the presentation of Other Comprehensive Income,
grouping it into two categories, based on whether the headings
included therein will be reclassified to the income statement or not.
IAS 12 (modification December 2010) – “Income Taxes – deferred
tax: recovery of underlying assets” (in force for years beginning 1
January 2012).
IAS 19 (amendment of June 2011) – “Employee Benefits” (in force
for years beginning 1 January 2013). It amends, inter alia, the
recognition and measurement of defined benefit pension costs and
termination benefits, as well as the breakdowns of all employee
benefits.
IAS 27 (amendment of May 2011 as a consequence of the new
IFRS 10) - "Separate financial statements" (in force for years
beginning 1 January 2013).
IAS 28 (amendment of May 2011 as a consequence of the new IFRS 11) - "Investments in associates and joint ventures" (in force
for years beginning 1 January 2013).
IAS 32 (modification of December 2011) – “Financial Instruments:
offsetting financial assets and financial liabilities" (in force for years beginning 1 February 2014).
IFRS 1 (modified December 2010) – “First-time Adoption of IFRS,
severe hyperinflation and removal of fixed dates for first-time
adopters” (in force for the years beginning 1 July 2011).
IAS 7 (modification of December 2011) – “Financial Instruments:
offsetting financial assets and financial liabilities" (in force for
years beginning 1 January 2013).
IFRS 9 – “Financial instruments” replacing IAS 39 (in force for years beginning 1 January 2015 in accordance with the
amendment published in July 2011).
42
IFRS 10 – “Consolidated financial statements”. The new standard introduces changes in the concept of control and replaces the
consolidation and control guidelines included in IAS 27 -
"Consolidated and separate financial statements" (consequently
amended) and eliminates SIC 12 - "Consolidation -special purpose
entities" (in force for years beginning 1 January 2013).
IFRS 11 – “Joint arrangements”. The new standard provides an accounting treatment for joint agreements based on the rights
and obligations arising from the agreement and not on its legal
form, differentiating between joint operations and joint ventures.
It establishes that the investment in joint ventures may only be
recorded using the equity method, removing the option of using the proportional consolidation method (in force for years
beginning 1 January 2013).
abertis applies the option of recording the investments in joint
ventures using the proportional consolidation method. The change
in method (which is neutral in terms of the net income attributable to the equity holders and the net assets contributed to the
consolidated accounts) is not considered to have a material impact
on the figures of the balance sheet and income statement.
IFRS 12 – “Disclosure of interests in other entities”. The new
standard contains the disclosure requirements for entities which
report under the new IFRS 10 and IFRS 11, and in addition substitutes the disclosure requirements included in the former IAS
28 - "Investments in associates" and IAS 31 "Interests in joint
ventures" (in force for years beginning 1 January 2013).
IFRS 13 - "Fair value measurement”. The result of the joint
project of the IASB and the FASB, it explains how to measure items at fair value and improves and extends disclosure
requirements. It will be performed prospectively from the year in
which it is applied for the first time (in force for years beginning 1
January 2013).
IFRIC 20 – “Stripping costs in the production phase of a surface
mine." (in force for years beginning 1 January 2013).
As indicated above, the Group has not contemplated the early application of
the Standards and interpretations mentioned above and in any case their application would be taking into account by the Group after their adoption, as
the case may be, by the European Union.
43
4. MANAGEMENT OF FINANCIAL RISK AND CAPITAL
a) Factors of financial risk
The activities of the Group are exposed to various financial risks: exchange
rate risk, credit risk, liquidity risk and interest rate risk on cash flow. The
Group uses derivatives to hedge certain risks.
The management of financial risk is controlled by the Corporate Financial Management under authorisation of the most senior executive officer of
abertis, as part of the respective policies adopted by the Board of
Directors.
i) Exchange rate risk
The Group also operates outside the euro area and holds assets basically in
the United Kingdom, United States and South America, exposing it,
therefore, to exchange rate risks on currency operations, particularly in Pound sterling, the US dollar and the Argentine, Mexican and Chilean Peso.
Exchange rate risk arises from future commercial transactions, recognised
assets and liabilities, and net investments in foreign operations.
The exchange rate risk on net assets of Group operations in non-Euro
currencies are managed, mainly, by raising debt in the corresponding currencies and through the use of currency swaps.
In relation to exchange rate risk, we should point out that at 31 December
2011, the abertis Group companies operating in a functional currency other
than the Euro contribute 8.5% of the gross operating earnings and 10.5% of consolidated earnings (8.9% and 8.9%, respectively, in 2010).
As in previous years, the most significant contribution is that made by the
ACDL Group (whose functional currency is the Pound Sterling), which
contributes at the 2011 year end 2.6% of gross operating earnings and 3.5% of consolidated earnings (2.4% and 2.3%, respectively in 2010); and
that made by the Chilean toll motorways (abertis Chile Group and Invin
Group, whose functional currency is the Chilean Peso), which contribute at
the 2011 year end 4.8% of gross operating earnings and 0.8% of
consolidated earnings (4.9% and 0.8%, respectively, in 2010).
44
In this regard, a 10% change in the Euro/Pound exchange rate with regard to that considered at the 31 December 2011 year end would have a positive
impact on earnings of Euros 2.5 million (Euros 1.5 million in 2010) and an
effect on equity for translation differences arising from consolidation of 61.3
million Euros (Euros 59.3 million in 2010). With regards to the €/Chilean
Peso exchange rate, a variation of 10% at 31 December 2011 would
represent a slightly positive impact of Euros 0.5 million on earnings (Euros -0.5 million in 2010) and an impact on equity of Euros 148.2 million for
translation differences arising from the consolidation process (Euros 158.2
million in 2010).
In addition, the impacts on net equity of the Group would be offset by the impact on equity of the net investment hedges made, which were taken out
at the amount of the initial investment.
ii) Interest rate risk
The Group’s exposure to interest rates arises from its non-current
borrowings.
The borrowings issues at floating rates expose the Group to interest rate
risk on cash flows, while the borrowings at a fixed rate expose the Group to interest rate risk on fair value.
The purpose of managing interest rate risk is to reach a balance in the debt
structure that enables the volatility to be minimised in the income
statement over several years, and, accordingly, the Group’s policy is to maintain approximately 75%-85% of its borrowings at a fixed interest rate
or at a rate fixed through hedges (at 31 December 2011 this is set at 84% -
as in 2010 - and the estimated net impact after tax on earnings of a
variation of 50bp in the interest rate of floating debt would be Euros 8.0
million, against Euros 8.6 million in 2010. See Note 14.
To accomplish this, and based on the different estimates and objectives
related to the structure of the debt, in order to manage interest rate risk on
the cash flows, hedging operations are made by contracting derivative
financial instruments consisting of interest rate swaps from floating to fixed. These swaps have the economic effect of converting borrowings at floating
rates into fixed rates, and, accordingly, the Group makes commitments with
other parties to exchange, on a regular basis, the difference between the
fixed and floating interest rates calculated on the basis of the main notional
principals contracted.
45
In this respect, to comply with the Group policy mentioned above, the Group carries out interest rate swaps from fixed to floating to hedge its fair
value interest rate exposure.
iii) Credit risk Given the nature of the Group's businesses, there are no significant
concentrations of credit risk as there are no significant trade receivables
except for receivables from the Public Administration and balances with
financial institutions (mainly derivative instruments and cash and cash
equivalents). The derivative operations and the spot operations are only made with financial institutions with strong credit ratings, accepting only
entities that have been qualified independently with a minimum “A-“ rating.
This credit worthiness is reviewed periodically in order to ensure active
management of counter-party risk. During the years for which information is reported no credit limits have
been exceeded and Management does not expect there to be losses due to
the infringement of any of the counterparties indicated above.
iv) Liquidity risk
The Group carries out prudent management of the liquidity risk, which
involves maintaining cash and having access to a sufficient amount of
finance through established credit facilities as well as the capacity to
liquidate market positions. Given the dynamic character of the Group’s businesses, the objective of General Financial Management is to remain
flexible in financing through the availability of established credit facilities.
Treasury outflows expected in relation to borrowings with the Group are
broken down in Note 14.
b) Fair value estimate
The valuation of the assets and liabilities measured at their fair value must be disclosed by level using the follow IFRS 7 hierarchy:
Level 1. Quotation prices (unadjusted) in official stock markets and
identical liabilities.
46
Level 2. Information other than quotation prices included in Level 1 that can be observed for assets and liabilities both directly (i.e.,
prices), and indirectly (i.e., price derivatives).
Level 3. Information for assets and liabilities that are not based on
observable market information.
The breakdown at 31 December of the Group assets and liabilities measured
at fair value by Level is as follows:
Level 1 Level 2 Level 3 2011
Assets
Available-for-sale financial assets (*) - 10,549 3,028 13,577
Derivative financial instruments:
Cash flow hedge - 760 - 760
Fair value hedge - 83,564 - 83,564
Hedge of net foreign investment in non-Euro
currency
-
150,889
-
150,889
Not qualifying for hedge accounting - 485 - 485
Total derivative financial instruments - 235,698 - 235,698
Total assets - 246,247 3,028 249,275
Liabilities
Derivative financial instruments:
Cash flow hedge - 114,646 - 114,646
Fair value hedge - - - -
Hedge of net foreign investment in non-Euro
currency
-
167,686
-
167,686
Not qualifying for hedge accounting - 2,250 - 2,250
Total derivative financial instruments - 284,582 - 284,582
Financial payables hedged at fair value
-
817,116
-
817,116
Total liabilities - 1,101,698 - 1,101,698
(*) Relates to net equity securities
47
Level 1 Level 2 Level 3 2010
Assets
Available-for-sale financial assets (*) 457,412 10,907 6,678 474,997
Non-current financial assets held for sale (*)
612,325
-
-
612,325
Derivative financial instruments:
Cash flow hedge - 714 - 714
Fair value hedge - 82,113 - 82,113
Hedge of net foreign investment in non-Euro
currency
-
152,391
-
152,391
Not qualifying for hedge accounting - 862 - 862
Total derivative financial instruments - 236,080 - 236,080
Total assets 1,069,737 246,987 6,678 1,323,402
Liabilities
Derivative financial instruments:
Cash flow hedge - 196,899 - 196,899
Fair value hedge - 1,962 - 1,962
Hedge of net foreign investment in non-Euro
currency
-
210,985
-
210,985
Not qualifying for hedge accounting - - - -
Total derivative financial instruments - 409,846 - 409,846
Financial payables hedged at fair value
-
1,032,270
-
1,032,270
Total liabilities - 1,442,116 - 1,442,116
(*) Relates to net equity securities
As indicated in Notes 3.d and 3.e, the fair value of financial instruments that are traded on active markets is based on the market prices at the balance
sheet date. The market quotation price used for financial assets is the
current buyer price.
The fair value of the financial instruments that are not traded on active
markets is determined using valuation techniques. The Group uses a variety of methods and makes assumptions based on the existing market
conditions at each balance sheet date.
Listed market prices are used for long-term debt. The fair value of interest
rate swaps is calculated as the current value of the estimated future cash flows and the fair value of forward exchange rate contracts is determined
using the forward exchange rates in the market at the year end.
48
c) Capital management
The objective of the Group in terms of capital management is to safeguard
its capacity to continue as a going concern in order to ensure value for its
shareholders and profit for other holders of its net equity instruments and
to maintain an optimum capital structure and reduce its cost.
The Group monitors its capital in line with the leverage index and industry
practices. This index is calculated as net debt divided by total capital. Net
debt is calculated as total borrowings (including current and non-current
borrowings, as stated in the consolidated balance sheet) minus cash and
cash equivalents. Total capital is calculated as net equity, as stated in the consolidated accounts, plus net debt.
During the year, the Group's strategy in this regard has not changed
significantly, with the leverage index rising slightly compared with 2010.
This was essentially the result of the payment of an extraordinary interim dividend for the 2011 earnings of Euros 0.67 per share (Euros 495,155
thousand, see Note 13.c) and an extraordinary dividend charged against the
Share Premium Reserve of Euros 0.40 per share as a return of contributions
to equity holders (Euros 295,615 thousand, see Note 13.a).
The leverage indices at 31 December were as follows:
31 December
2011
31 December 2010
Borrowings (Note 14) 14,545,669 15,375,954
Cash and cash equivalents (Note 12) (391,010) (482,328)
Net debt (*) 14,154,659 14,893,626
Net equity (Note 13) 4,415,713 5,453,482
Total capital 18,570,372 20,347,108
Leverage index 76% 73%
(*) Includes the payables with associates (recorded using equity accounting) and the interest on loans and bonds.
49
5. PROPERTY, PLANT AND EQUIPMENT
The movements in the main entries that make up property, plant and
equipment are as follows:
Other assets
for infrastructure management
Land and buildings
Plant and machinery
Other plant, tooling and furniture
Others
Total
1 January 2011
Cost 439,289 968,997 238,362 1,972,205 241,422 3,860,275
Accumulated depreciation and impairment
(257,937)
(284,355)
(145,009)
(1,233,460)
(58,759)
(1,979,520)
Net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755
2011
Opening net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755
Cumulative translation
adjustment - 9,708 1,410 495 240 11,853
Additions 27,022 9,727 17,311 90,089 85,992 230,141
Disposals (Net) (375) (517) (425) (1,089) (1,259) (3,665)
Transfers 13,985 1,159 163 103,819 (140,131) (21,005)
Depreciation (36,995) (27,225) (17,086) (135,795) (7,298) (224,399)
Others 3,672 2,524 (420) 95 (3,686) 2,185
Transfer to disposable group assets held for sale
-
(108,720)
(347)
(7,447)
(17,524)
(134,038)
Closing net carrying value 188,661 571,298 93,959 788,912 98,997 1,741,827
At 31 December 2011
Cost 449,506 847,719 244,952 2,134,405 156,900 3,833,482
Accumulated depreciation and impairment
(260,845)
(276,421)
(150,993)
(1,345,493)
(57,903)
(2,091,655)
Net carrying value 188,661 571,298 93,959 788,912 98,997 1,741,827
50
Other assets
for infrastructure management
Land and buildings
Plant and machinery
Other plant, tooling and furniture
Others
Total
1 January 2010
Cost 422,137 932,846 200,372 1,900,590 162,876 3,618,821
Accumulated depreciation and impairment
(217,675)
(271,548)
(116,660)
(1,142,105)
(48,643)
(1,796,631)
Net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190
2010
Opening net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190
Cumulative translation adjustment - 29,407 3,384 1,931 242 34,964
Additions 8,300 26,343 21,779 100,242 118,652 275,316
Disposals (Net) - (417) (200) (564) (425) (1,606)
Transfers 3,065 (6,279) 8,428 5,050 (37,123) (26,859)
Variation in scope and business combinations
-
(262)
(435)
(799)
1,758
262
Depreciation (34,304) (29,538) (18,627) (137,685) (8,731) (228,885)
Impairment - (2,279) - - - (2,279)
Others (171) 6,369 (4,688) 12,085 (5,943) 7,652
Closing net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755
At 31 December 2010
Cost 439,289 968,997 238,362 1,972,205 241,422 3,860,275
Accumulated depreciation and impairment
(257,937)
(284,355)
(145,009)
(1,233,460)
(58,759)
(1,979,520)
Net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755
“Others” at the 31 December 2011 year-end includes mainly assets under
construction totalling Euros 85 million (Euros 164 million gross in 2010, Euros 152 million if we exclude the car parks and logistics facilities businesses),
mainly telecommunications infrastructure companies (Euros 70 million in
2011 and Euros 118 million in 2010) and, to a lesser extent, toll motorway
operator companies and airports.
At 31 December 2011 capital grants total Euros 45,017 thousand (Euros 44,168 thousand in 2010), after subtracting property, plant and equipment
and revertible assets. They are released on a straight-line basis to profit and
loss on the basis of the useful life of the asset financed and total Euros 2,263
thousand (Euros 3,234 thousand in 2010), reducing the depreciation charge
for the year. These capital grants basically relate to the Abertis Telecom group (Euros 30,359 thousand in 2011 and Euros 31,507 thousand in 2010)
and MBJ (Euros 13,936 thousand in 2011 and Euros 12,501 thousand in
2010), which were granted by the European Regional Development Fund
(ERDF) and the Jamaican Government, respectively.
51
Property, plant and equipment at 31 December 2011 includes Euros 478 million gross with a net value of Euros 280 million (Euros 471 million, and
Euros 296 million, respectively, in 2010) for revertible assets by virtue of the
concessions obtained that are not affected by the application of IFRIC 12,
mainly for airport facilities (Euros 249 million, net, in 2011 and Euros 250
million, net, in 2010). Most of the buildings and other constructions are linked
to administrative concessions granted by different public corporations and revert at the end of the concession.
The currency translation differences generated during the year relate mainly
to the assets in the UK (Pounds Sterling 368,671 thousand in 2011 and
Pounds Sterling 377,781 thousand in 2010) and to assets located in Jamaica (US Dollars 137,240 thousand in 2011 and US Dollars 140,497 thousand in
2010) in both cases as a result of the revaluation at the year end of the
respective currency.
It is Group policy to contract the insurance policies considered necessary to cover possible risks that might affect its property, plant and equipment.
52
6. GOODWILL AND OTHER INTANGIBLE ASSETS
The movements in the main entries under this account heading are as
follows:
Goodwill Administrative
concessions Computer
applications
Others
Total
At 1 January 2011
Cost 4,397,724 21,376,366 148,412 333,687 26,256,189
Accumulated depreciation and impairment
-
(9,138,011)
(95,261)
(75,385)
(9,308,657)
Net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532
2011
Opening net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532
Cumulative translation adjustment (4,928) (104,522) (39) 5,583 (103,906)
Additions - 112,033 16,607 1,555 130,195
Disposals (Net) - (16) (521) (84) (621)
Transfers - (70,831) 1,504 1,314 (68,013)
Depreciation - (695,544) (20,859) (7,139) (723,542)
Others - (2,037) 35 (192) (2,194)
Transfer to disposable group assets held for sale
(129,673)
(528,721)
(1,344)
(39,522)
(699,260)
Closing net carrying value
4,263,123 10,948,717 48,534 219,817 15,480,191
At 31 December 2011
Cost 4,263,123 20,564,879 155,241 291,080 25,274,323
Accumulated depreciation and impairment
-
(9,616,162)
(106,707)
(71,263)
(9,794,132)
Net carrying value 4,263,123 10,948,717 48,534 219,817 15,480,191
53
Goodwill Administrative
concessions Computer
applications
Others
Total
At 1 January 2010
Cost 4,350,453 20,716,999 130,245 322,664 25,520,361
Accumulated depreciation and impairment
-
(8,362,025)
(76,452)
(59,744)
(8,498,221)
Net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140
2010
Opening net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140
Cumulative translation adjustment 36,740 238,324 42 6,703 281,809
Additions - 238,770 22,769 2,821 264,360
Disposals (Net) (72) (25) (76) (1,573) (1,746)
Transfers - 33,059 (2,490) - 30,569
Variation in scope and business combinations
10,603
59,572
28
(604)
69,599
Depreciation - (693,271) (20,439) (10,818) (724,528)
Impairment - (127) - - (127)
Others - 7,079 (476) (1,147) 5,456
Closing net carrying value
4,397,724 12,238,355 53,151 258,302 16,947,532
At 31 December 2010
Cost 4,397,724 21,376,366 148,412 333,687 26,256,189
Accumulated depreciation and impairment
-
(9,138,011)
(95,261)
(75,385)
(9,308,657)
Net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532
“Administrative concessions” mainly includes the concession contracts for the construction and exploitation of the different toll motorway networks, as per
IFRIC 12, as indicated in Note 3.b.iii, as well as the concessions acquired
directly or as part of a business combination.
As in 2010, the additions to this heading in 2011 mainly correspond to the Sanef Group as a result of the investments made during the year in
expanding the capacity of the motorway network.
54
The breakdown of the main administrative concessions (see Note 29.c), matched to their respective operating segment, is as follows:
31 December
2011 31 December
2010 Motorways
HIT/Sanef Group 5,990,832 6,243,386
Avasa 1,189,707 1,264,457
Autopista Central 947,758 1,069,505
Acesa 777,989 865,192
Aumar 458,759 501,568
Iberpistas/Castellana 423,686 520,612
Rutas del Pacífico 356,050 412,623
Aucat 257,160 271,369
Aulesa 89,718 86,729
Trados45 72,453 72,134
GCO 30,439 35,411
Others 118,091 129,729
10,712,642 11,472,715
Telecommunications
Hispasat 5,142 6,571
5,142 6,571
Airports
ACDL/TBI 163,055 168,912
DCA/MBJ 67,878 68,822
230,933 237,734
Car parks
Saba (group) - 455,536
Logistics parks
Cilsa - 59,572
Sevisur - 6,227
- 65,799
Administrative concessions
(net value)
10,948,717
12,238,355
Furthermore, “Others” mainly includes the intangible assets of ACDL/TBI
(Euros 192,795 thousand, net, at 31 December 2011 and Euros 190,804
thousand, net, at 31 December 2010) relating mainly to licenses for
operating certain airports, booked at fair value when acquired at the
beginning of 2005.
55
At 31 December 2011 capital grants total Euros 123,904 thousand (Euros 152,691 thousand in 2010), after subtracting intangible assets (mainly under
“Administrative concessions”). They are released on a straight-line basis to
profit and loss on the basis of the useful life of the asset financed and total
Euros 7,361 thousand (Euros 6,474 thousand in 2010 considering the impact
of the classification of the car parks and logistics parks operating segments
as discontinued operations in application of IFRS 5), reducing the depreciation charge for the year. These capital grants basically relate to the
Sanef Group (Euros 117,250 thousand in 2011 and Euros 118,075 thousand
in 2010), which were granted by the French Government.
The exchange differences generated during the year mainly relate to intangible assets in the UK (Pounds Sterling 508,869 thousand in 2011 and
Pounds Sterling 521,272 in 2010) and to intangible assets in Chile (Chilean
Pesos 1,044,047,043 thousand in 2011 and Chilean Pesos 1,121,572,727
thousand in 2010), as a result of the revaluation of the pound sterling at
the year end and the depreciation of the Chilean peso at the year end (in 2010 as a result of the revaluation of the pound sterling and Chilean peso at
year end).
56
The breakdown of goodwill in subsidiary and multi-group companies
assigned to each of the different cash generating units defined by Group
Management, in accordance with their respective business segment and the
concession that gave rise to the goodwill, is as follows:
2011 2010
Motorways
HIT/Sanef Group 2,824,092 2,824,092
Iberpistas 308,224 308,224
Avasa 245,650 245,650
Aucat 178,447 178,447
Autopista Central 142,014 152,511
Trados45 29,872 29,872
Rutas del Pacífico 28,925 31,063
Aulesa 9,985 9,985
Others 3,277 3,441
3,770,486 3,783,285
Telecommunications
Hispasat 144,279 144,279
Tradia 42,014 42,014
Overon 15,964 15,964
202,257 202,257
Airports
ACDL/TBI 253,356 245,850
DCA/MBJ 28,392 27,658
Others 8,632 8,540
290,380 282,048
Car parks
Saba (group) - 114,757
Logistics parks
Abertis Portugal Logística - 4,774
Cilsa - 10,603
- 15,377
Goodwill 4,263,123 4,397,724
As indicated in Note 3.b), at the year end an evaluation is made to
determine if any of the goodwill recorded has been impaired based on the calculation of value in use of its corresponding cash generating unit, or the
market value (price of similar recent transactions in the market) if higher.
57
To determine this current value of the future cash flows from the investment, the following has been carried out:
Determining the time in which it is estimated that the respective
investment will generate cash flows (concession term for operator companies, most of which expire between 8 and 28 years).
The respective projections have been made of revenues and expenses,
using the following general criteria:
o For revenues, in order to estimate the evolution of prices, the
group has taken into consideration the official evolution of the consumer price index (CPI) of each country in which investments
are made (taking into account for operator companies the
respective price revision formulas set in the concession contracts
based on the evolution of the local CPI and/or specific
adjustments to it). As for activity (essentially ADI, Average Daily Intensity of vehicles in the case of motorways), the group uses as
its reference for estimating the growth of gross domestic product
(GDP) forecast by the respective official bodies of each country
(as revised in each case), also taking into account historical
experience of the evolution of the activity in each investment
against GDP, the degree of maturity of each infrastructure and other specific aspects that could affect future activity.
o As for expenses, their evolution has been based on the
foreseeable evolution of the respective CPIs, and the evolution of
the business.
o Similarly, the works to be performed for maintaining and upgrading infrastructures have been considered. The Group has
used the best estimates available based on the company’s
experience and taking into account the forecast evolution of the
activity.
The cash forecasts obtained from the forecast for revenue and
expenses carried out in accordance with the aforementioned criteria
have been updated at the discount rate resulting from adding to the
long-term cost of money, the risk premium assigned by the market to
the country where the company's activity takes place, the risk
premium assigned by the market to each business (both considered on a long-term basis), as well as the financial structure of the company or
corresponding cash generating unit. In general the discount rates used
are within the range of 6.5%-10%.
58
The summary of all these aspects for the most significant goodwills is as
follows:
2011 Accumulated annual growth (2011 – End of concession)
Cash generating unit
Last year of
forecast (concession
period)
CPI
Activity(*)
Expenses
Discount
rate
HIT/ Sanef Group 2029 1.8% 2.0% 2.3% 6.89%
Iberpistas/ castellana 2031 2.5% 2.3% 1.3% 6.67%
Avasa 2026 2.5% 3.4% 1.1% 6.67%
ACDL/ TBI Group 2028 2.7% 3.4% 3.5% 7.60%
Aucat 2038 2.5% 2.2% 2.1% 6.67%
Autopista Central 2031 3.0% 5.9% 4.0% 9.52%
Hispasat 2021 2.5% 5.8% 5.2% 8.70% (*) ADI in the case of motorways, number of passengers in the case of airports and revenue for Hispasat.
2010 Accumulated annual growth (2010 – End of concession)
Cash generating unit
Last year of
forecast (concession
period)
CPI
Activity(*)
Expenses
Discount
rate
HIT/ Sanef Group 2029 1.3% 2.1% 2.4% 6.34%
Iberpistas/ castellana 2031 2.5% 2.4% 3.3% 6.15%
Avasa 2026 2.5% 3.6% 3.7% 6.15%
ACDL/ TBI Group 2028 2.5% 3.7% 2.3% 7.25%
Aucat 2038 2.5% 2.5% 3.3% 6.15%
Autopista Central 2031 3.0% 4.3% 3.6% 9.91%
Hispasat 2026 2.5% 8.4% 2.8% 8.50% (*) ADI in the case of motorways, number of passengers in the case of airports and revenue for Hispasat.
For the first five years the projections are generally based on the budget
and in the last medium-term projection approved by the Management.
Time periods greater than 5 years are considered as these concession
assets have a finite life, and therefore the projected cash flow period is clearly delimited and defined (as indicated above, based on the remaining
concession period).
59
As a result of the impairment test made, the different cash generating units to which the various goodwills are assigned are deemed capable of
recovering the net value of each goodwill recorded at 31 December 2011.
Consequently, there is no need to record any provisions for impairment.
Thus, we should point out that:
In respect of the impairment tests of the goodwills of Spanish motorways, in the case of the iberpistas and aucat, the recoverable
value (determined on the basis of the value in use, as mentioned
above) that is obtained from the same exceeds the carrying value of
the respective goodwills in such a way that if significant changes were
made to the assumptions used in these calculations, no significant impairment risk would arise (the sensitivity analysis tests performed
on these projections demonstrate that they could undergo reductions
greater than 15% in their measurement).
In the case of avasa, we should point out that with effect as from 30 June 2009, abertis acquired an additional 50%, leading to it having
an indirect shareholding through iberpistas of 100%. This amounted to
an "acquisition in stages" of this company (abertis already held the
remaining 50%), in such as way that, in application of IFRS 3, the
assets and liabilities already held abertis were recorded at their fair
value at 30 June 2009.
Therefore, given that at the time of its acquisition (more recent in
time), its assets and liabilities were already recorded at their fair
value, although the results of the impairment tests make it possible to
recover the value of the assigned goodwill and remeasured assets, the latter show lower tolerance to variations in the key assumptions
analysed (slightly above 5%).
As for the goodwill of hit/sanef (arising from its acquisition in 2006),
it should be noted that the revenues recorded in 2011 (as in 2010 and previous years) continue to be higher than those taken into account in
the model used to determine the fair value of the intangibles and
goodwill at the acquisition date, and, accordingly, the value in use
obtained sufficiently exceeds the carrying value of the goodwill that
was recorded, and no significant risk of impairment arising from changes in the assumptions used would arise (the sensitivity analysis
tests performed on the analysed projections demonstrate that they
could undergo reductions greater than 15% in their measurement).
60
With regard to the goodwill and remeasured assets assigned to autopista central, of which abertis acquired the control of 50% with
effect as from 31 December 2008 through the company Inversora de
Infraestructuras, S.L. (invin), although the results of the impairment
test reflects a recovery in the goodwill and remeasured assets, they show lower tolerance to variations in the key assumptions analysed
(slightly above 5%). At any event, the projections considered are in
line with those considered the time of the acquisition.
In relation to the impairment tests of the total goodwill of the acdl/tbi Group, which corresponds mainly to the Luton airport concession
(which represents 74% of the total) and the airports owned in Belfast
and Cardiff, the recoverable value based on the value in use which is
obtained from the aforementioned tests sufficiently exceeds the
carrying value in such a way that if significant changes were considered to the assumptions used, no significant impairment risks
would arise (the sensitivity analysis tests performed on the projections
considered demonstrate that they could undergo reductions greater
than 10% in their measurement).
61
7. INVESTMENT PROPERTY
The variations in this account have been as follows:
2011 2010
At 1 January
Cost 494,455 374,329
Accumulated depreciation and impairment (50,305) (12,517)
Net carrying value 444,150 361,812
Year
Opening net carrying value 444,150 361,812
Cumulative translation adjustment (3,503) 5,486
Additions 2,535 25,539
Disposals (Net) (446) -
Transfers - (3,710)
Variation in scope and business combinations - 74,219
Depreciation (4,963) (5,647)
Impairment - (13,549)
Others 85 -
Transfer to disposable group assets held for sale
(437,858)
-
Closing net carrying value - 444,150
At 31 December
Cost (*) - 494,455
Accumulated depreciation and impairment - (50,305)
Net carrying value - 444,150
(*) 2010 includes euros 44,024 thousand of investment property under construction.
In the "Investor property" heading were included (measured at acquisition
cost as indicated in Note 3.d of the 2010 consolidated annual accounts) the
land, buildings and other constructions held for the activity of the "logistics
facilities" operating segment, which was disposed of in the year in the
context of the corporate reorganisation described in Note 26.
62
8. INVESTMENTS IN ASSOCIATES
The movement recorded in this entry of the consolidated balance sheet is as
follows:
2011 2010
At 1 January 1,461,077 1,373,983
Additions and business combinations 152,106 24,851
Disposals (26,020) -
Variation in scope 262,931 (27,503)
Share in (loss)/profit (1) (See Note 13.c.iii) 124,186 116,971
Cumulative translation adjustment (8,637) 26,224
Dividends accrued (See Note 27.c) (84,156) (76,021)
Cash flow hedges (see Note 13) (20,618) 26,240
Others 40,254 (3,668)
Transfer to disposable group assets held for sale
(2,064)
-
At 31 December 1,899,059 1,461,077
(1) The share in (loss)/profit is stated after tax and non-controlling interests.
The increases and business combinations for the year mainly correspond to
the incorporation of the company Autopistas Metropolitanas de Puerto Rico, LLC (metropistas) for an amount of Euros 143,713 thousand euros and, as
in 2010, capital increases carried out by the investee company A’Lienor
(Euros 8,393 thousand in 2011).
The reductions in 2011 mainly correspond to the value at year end of the 37.21% shareholding which abertis held up to that date in the company
Túnel del Cadí, S.A.C, sold on 30 December 2011 for Euros 45,500
thousand.
The additions in 2011 as a result of changes in the consolidation scope are related to the changing of the classification, with effect as from 31
December 2011, of the 14.61% stake in the capital of Brisa. As a result of
the taking on of significant influence, this is now classified as a shareholding
in an associate and recorded using the equity method as from that date
(see Note 2.b.vii).
63
With regard to the shareholding in Brisa, the Group's opinion up to the 2011 year end was to consider that, despite having representation on its board of
directors, the Group alone did not have sufficient participation so as to
conclude about significant influence supposition as established in IAS 28.61,
and therefore it was recorded as an investment in equity instruments
classified as an available-for-sale financial asset.
However, at the balance sheet date of 31 December 2011, a series of
circumstances have ended in the objective consideration that there are now
new elements which make it possible to conclude that abertis has
significant influence despite holding less than 20% of the voting power in
the investee company. Therefore, on the aforementioned balance sheet date, it is considered that the Group exercises significant influence over the
investment in Brisa. This decision is based on:
Appointment, in April 2011, of the Chief Financial Officer of the
abertis Group as a board member of Brisa, assuming a great executive role than the institutional representation carried out by the
former abertis representative. This ratifies the Group’s strategy of
active and influential management in Brisa.
Greater participation in Brisa’s Corporate Governance with the commitment in 2011 by Chairman of Brisa’s Board of Directors of the
appointment of the Chief Financial Officer of abertis and member of
Brisa’s Board of Directors as a member of Brisa’s "Corporate
Governance & Sustainability Monitoring Committee". This appointment
was approved by the Board of Directors on 25 January 2012.
Clear intention by the Group, established through a resolution of the
Executive Committee of abertis, to strengthen abertis’ participation
in Brisa. This last aspect has been materialised in the acquisition on 30
December 2011 of a purchase option on 2,500,000 Brisa shares at a
price in line with their market price, which may be executed at any time up to 16 March 2012, in which case the shareholding of abertis
in Brisa would increase from 14.61% to 15.02% (corresponding to
16.31% of the voting rights, bearing in mind the effect of Brisa’s
treasury shares).
1 “It is assumed that the investor exerts significant influence if it holds, directly or indirectly (e.g. through subsidiaries), 20 percent or more of the voting power at stake; unless it can be clearly demonstrated that such influence does not exist. Conversely, it is presumed that the investor does not exercise significant influence if it holds, directly or indirectly (e.g. through subsidiaries), less than 20 percent of the voting power at stake, unless it can be clearly demonstrated that there is such influence. The existence of another investor, who owns a majority or substantial, not necessarily prevent it exerts significant influence”.
64
As indicated in Note 2.b.i, and in accordance with IAS 28, investments in entities are initially recorded at their cost. However, IAS 28 does not
specifically define how to determine the cost of associates acquired in
stages, or how to register the impact of the change in the classification of
an investment in equity instruments from available-for-sale financial asset
which to an investment in an associate (recorded using the equity method).
The change in the classification of the investment in Brisa from an available-
for-sale financial asset to an investment in an associate has been recorded
by considering that the cost of this shareholding in the associate acquired in
stages is the sum of the amounts paid in each acquisition (Euros 582,139
thousand), plus the share in the profits after dividends and other equity movements. The goodwill has been calculated in each acquisition based on
the cost and the share of the fair value of the net assets acquired on each
acquisition date and, as indicated Note 2.b.i, forms part of the value of the
shareholding.
Furthermore, the fall in value recorded under the heading "Reserves -
investments available-for-sale" with regard to the investment previously
classified under this heading (Euros -359,086 thousand) has been reversed
against the value of the investment so as to leave it valued at its cost
(Euros 582,139 thousand), prior to its reclassification as an investment in
an associate (see Note 9).
The share in the profits after tax and other equity movements, also bearing
in mind the corresponding impairment tests of the goodwill and the fair
value of the acquired net assets on the date of each acquisition, which have
been produced from the acquisition dates up to the date of the change to the classification as associate, has been recorded under the heading
"Retained earnings and other reserves" in the Group's consolidated
shareholders' equity for a total amount of Euros -319,208 thousand (see
Notes 13). This negative impact has been essentially due to the impairment
tests on the goodwill and the fair value of the net assets acquired.
The exchange differences generated in the year relate mainly to
shareholdings in associates located in Mexico (investment of Mexican Pesos
2,525,407 thousand at 31 December 2011 and Mexican Pesos 2,581,402
thousand at 31 December 2010) and Puerto Rico (US Dollars 194,056 thousand at 31 December 2011) as a consequence, respectively, of the fall in
the exchange rate of the Mexican peso and the rise of the US dollar.
65
The breakdown of the interests in associates accounted for by equity accounting at 31 December is as follows:
2011 2010
Eutelsat 1,105,646 1,068,826
Brisa
262,931 -
AMP / GAP 167,855 186,499
Metropistas
148,853 -
Autema 76,399 46,347
A’lienor 48,553 66,175
Hisdesat y other 31,789 28,380
Coviandes 26,968 13,338
RMG 10,888 10,125
Aerocali 8,566 8,992
Coninvial 4,161 1,085
Torre Collserola 2,620 2,614
Alis/Routalis 2,380 2,133
SFB Fueling 799 567
Cota 651 636
Túnel del Cadí - 22,165
PTY - 889
Saba Italia (Parcheggi and other) - 2,188
La Mercedes - 118
Interests in associates 1,899,059 1,461,077
Note:See information on associates in Appendix III.
The shares of Eutelsat are listed on the Paris Stock Exchange and their
quotation at the 2011 year end is Euros 30.15/share, and, accordingly, the
fair value of the shareholding of abertis at that date in Eutelsat (31.35%)
totals Euros 2,081 million (Euros 1,891 million at the 2010 year end at
Euros 27.39/share).
As indicated in Note 2.b.i, in the event that the Group's share in the losses
of an associate are equal to or greater than the financial value of its
shareholding, including any other unsecured outstanding accounts
receivable, additional losses will not be recognised unless obligations have
been have or payments made in the name of the associate. This is the case of the associates Irasa, Alazor and Ciralsa, whose value through equity
accounting at 31 December 2011 (as in 2010) is 0.
66
In all these cases, once the value of the investment has been reduced to zero, no additional losses relating to these associates have been
incorporated as no obligations have been incurred or payments made in
their name, and therefore no corresponding liability has been recorded (also
see Note 21).
The breakdown of the unrecognised additional losses attributable to abertis based on the above is as follows:
31 December 2011 31 December 2010
Loss for the year
Accumulated losses from prior years
Total
Loss for the year
Accumulated losses from prior years
Total Irasa 1,634 13,929 15,563 4,337 9,592 13,929
Alazor 10,740 4,976 15,716 3,280 1,696 4,976
Ciralsa (*)
4,537 8,356 12,893 4,196 - 4,196
16,911 27,261 44,172 11,813 11,288 23,101
(*) Accumulated losses from prior years at 31/12/11 includes Euros 4,160 thousand corresponding to
transactions directly recorded in other comprehensive income.
Similarly, it should be pointed out that an analysis has been carried out on
the recoverability of the credit granted to these associates, bearing in mind the effect of the financial rebalancing measures established by the
Administration at the end of 2010 (see Note 11), which in none of the cases
make it possible to recover the financial shareholding and therefore
provisions have been allocated for these holdings (equity accounting value
of 0).
67
The breakdown of the goodwills included in the investments of abertis in
associates at the date of acquisition is as follows:
2011 2010
Motorways
Autema 27,861 27,861
Others 3,530 3,486
31,391 31,347
Telecommunications
Eutelsat 628,255 628,255
Airports
AMP / GAP 27,953 30,496
Aerocali 2,766 2,703
30,719 33,199
Goodwill 690,365 692,801
68
9. AVAILABLE-FOR-SALE FINANCIAL ASSETS
The movement in this entry during the year has been as follows:
2011 2010
At 1 January 474,997 1,342,010
Additions - 275
Disposals (113) (269)
Application of the provision for impairment
losses 22 -
Variation of the provision for impairment losses (1,678) -
Capital gains / losses for revaluations released
to other comprehensive income (see Note 13)
(234,359)
(256,518)
Transfers to disposable group assets held for
sale
(1,884)
(612,325)
Variation in scope (223,053) 91
Cumulative translation adjustment (355) 1,733
At 31 December 13,577 474,997
The available-for-sale financial assets as at 31 December 2011 relate
mainly to the value of the 14.77% share of the capital in the unlisted
company Terminal Aérea de Santiago, S.A. for Euros 10,549 thousand
(Euros 10,907 thousand as at 31 December 2010). At the 2010 balance
sheet date they also included the stock market value of the 14.61% stake in Brisa (Euros 457,412 thousand), which at the 2011 balance sheet date has
been classified as a holding in an associate (see Note 8).
The loss for the year for revaluations recorded in other comprehensive
income fully correspond to the shares, which at 31 December 2011 and before taking significant influence, abertis holds in the listed company Brisa
(Euros -171,870 thousand of fall in value at year end 2010), with the
financial value of abertis’ holding in Brisa at that moment being Euros
359,086 thousand lower than its cost value (in 2010 it was Euros 124,727
thousand lower than its cost value).
Finally, it should be pointed out that, as explained in Note 8, with effect as
from 31 December 2011, the holding of 14.61% of the capital of Brisa has
been classified as an investment in an associate and is now recorded using
the equity method. The impact of this change of classification is shown in
the heading of "variation in scope" for the net value between the removal of its cost value (Euros 582,139 thousand) and the reversal of the recorded
accumulated loss for revaluations with an impact on other comprehensive
income (Euros 359,086 thousand).
69
10. DERIVATIVE FINANCIAL INSTRUMENTS
The breakdown of the fair value of the derivative financial instruments at
year end is as follows:
2011 2010
Assets Liabilities Assets Liabilities
Interest rate swaps:
Cash flow hedges 27 75,069 - 148,109
Fair value hedges 28,501 - 32,272 -
Not classified as hedges 485 2,250 862 -
Cross currency and/or interest rate swaps in
non-Euro currency:
Cash flow hedges 733 39,577 714 48,790
Hedges of a net foreign investment
150,889
167,686
152,391
210,985
Fair value hedges 55,063 - 49,841 1,962
Derivative financial instruments 235,698 284,582 236,080 409,846
Interest rate swaps and cross currency interest
rate swaps in non-Euro currency:
Cash flow hedges 733 113,773 714 191,326
Hedges of a net foreign investment
150,889
166,343
152,391
210,985
Fair value hedges 83,564 - 82,113 -
Non-current part 235,186 280,116 235,218 402,311
Current part 512 4,466 862 7,535
The Group has contracted interest rate swaps and cross currency interest
rate swaps, in accordance with the financial risk management policy
outlined in Note 4.
70
The following tables show the derivative financial instruments existing at 31
December classified by swap type, with their notional or contractual values,
maturities and fair values:
31 December 2011
Notional value
2012
2013
2014
2015
2016
Years
beyond
Net fair
value
Interest rate swaps:
Cash flow hedges 1,850,135 268,531 1,090,148 25,000 18,210 - 448,246 (75,042)
Fair value hedges 333,000 - 50,000 43,000 32,000 - 208,000 28,501
Not classified as hedges 1,254,750 885,750 337,000 32,000 - - - (1,765)
3,437,885 (48,306)
Cross currency and/or interest rate
swaps in non-Euro currency:
Cash flow hedges 260,396 3,742 1,549 - 159,463 - 95,642 (38,844)
Hedges of a net foreign
investment
1,455,951
-
603,419
169,650
682,882
-
-
(16,797)
Fair value hedges 400,551 - - 146,415 - 19,634 234,502 55,063
2,116,898 (578)
31 December 2010
Notional value
2011
2012
2013
2014
2015
Years
beyond
Net fair
value
Interest rate swaps:
Cash flow hedges 3,059,018 771,443 167,500 952,998 4,422 33,928 1,128,727 (148,109)
Fair value hedges 433,000 - - 50,000 43,000 32,000 308,000 32,272
Not classified as hedges 1,526,243 1,151,243 375,000 - - - - 862
5,018,261 (114,975)
Cross currency and/or interest rate
swaps in non-Euro currency:
Cash flow hedges 112,202 - 6,855 2,582 - 9,683 93,082 (48,076)
Hedges of a net foreign
investment
1,405,424
-
-
603,419
119,123
682,882
-
(58,594)
Fair value hedges 519,118 122,516 - - 142,466 - 254,136 47,879
2,036,744 (58,791)
a) Interest rate swaps
The notional principal amount of the interest rate swaps outstanding at 31 December 2011 total Euros 3,437,885 thousand (Euros 5,018,261 thousand
in 2010), and the fixed interest rates are between 1.55% and 4.97%
(between 1.55% and 5.73% in 2010) with the Euribor as the main floating
interest rate peg.
71
During the year the subsidiary hit has refinanced part of a floating rate syndicated loan (loan modification), which through interest-rate swaps was
transformed into a fixed rate. This refinancing has led to the early
cancellation of these interest-rate swaps for a notional amount of Euros
700,000 thousand. This early cancellation has led to a negative settlement
for Euros 50,120 thousand recorded in equity at the cancellation date and
which will be amortised, impacting the income statement, based on the effective interest rate method until maturity of said refinancing.
b) Cross currency interest rate swaps in non-Euro currency
At 31 December 2011 (as in 2010) abertis has various cross currency interest rate and foreign currency swaps of Pounds Sterling 476,000, which
counter-value in Euros is 682,882 thousand, which are designated as
hedges of net foreign investments in ACDL/TBI. The maturity of the
derivative financial instrument is in 2015.
Additionally, and as was the case in 2010, at 31 December 2011 abertis
has hedges in Chilean Pesos totalling CP 428,871,370 thousand and a
counter-value of Euros 469,377 thousand, arranged through various cross
currency swap hedges maturing between 2013 and 2014. These financial
instruments are designated as hedges of net foreign investments in
different Chilean companies (elqui, gesa, Abertis Chile, Rutas del Pacífico, Autopista Central and opsa).
As for the subsidiary abertis airports, at the close of 31 December 2011
(as in 2010) it has two net foreign investment hedges. The first in order to
hedge the risk of its investment in AMP/GAP in Mexican Pesos through a cross currency swap totalling Mexican Pesos 2,736,000 thousand. The
counter-value is Euros 183,378 thousand, and matures in August 2013.
The second hedge is to cover the risk of the investment in MBJ in USD
through a “cross currency swap” of USD 97,772 thousand, or Euros 69,787
thousand, maturing in 2014.
72
On the other hand, the subsidiary company abertis finance has contracted derivative financial instruments (cross currency interest rate swaps) for a
nominal value of Euros 122,188 thousand (Euros 244,704 thousand in
2010), whereby a bond issue in US dollars at a fixed interest rate is
translated into Euro-denominated debt with a floating interest rate pegged
to the Euribor (fair value hedge). Furthermore, it has similar cross currency
swaps of Pounds Sterling 70,000 thousand and USD 46,513 thousand as hedges of a loan extended to ADCL and TBI, Ltd., respectively, for the same
amounts and maturities in 2014 in both cases qualifying also as fair value
hedges. Additionally, this company has contracted a fair value hedge for a
nominal amount of Euros 153,610 whereby a bond issue in Japanese Yen at
a fixed interest rate is translated into Euro-denominated debt also at a fixed rate. Finally, it should be pointed out that this company in 2011 has
contracted derivative instruments which transform a floating rate debt of
USD 195,000 thousand into a fixed-rate debt also in USD.
Lastly, we should point out that at 31 December 2011 (as in 2010) Autopista Central, S.A. has a cross currency swap (maturing in 2026) in
order to eliminate the exchange rate risk related to the USD-denominated
bond issue totalling USD 123,750 thousand (USD 124,375 thousand in
2010), taking into account the 50% stake of abertis in this multi-group
company.
73
11. TRADE AND OTHER RECEIVABLES
The breakdown of this entry at year end is as follows:
31 December 2011 31 December 2010
Non
current
Current
Total Non
current
Current
Total Trade debtors - 469,894 469,894 - 497,925 497,925
Bad debt provision (impairment)
-
(40,185)
(40,185)
-
(43,779)
(43,779)
Trade debtors-net - 429,709 429,709 - 454,146 454,146
Accounts receivable – companies
accounted for by equity accounting:
Accounts receivable - 3,541 3,541 - 3,791 3,791
Loans 145,115 372 145,487 152,013 6,967 158,980
Impairment provision (77,854) - (77,854) (35,296) - (35,296)
67,261 3,913 71,174 116,717 10,758 127,475
Debtors for compensation from
Public Administration
1,196,955
184,362
1,381,317
752,632
225,013
977,645
Current tax assets - 121,913 121,913 - 80,644 80,644
Other accounts receivable – related parts (see Notes 18 and 27)
5,963
-
5,963
5,600
-
5,600
Other accounts receivables 86,961 193,492 280,453 96,784 178,575 275,359
Trade and other receivables
1,357,140
933,389
2,290,529
971,733
949,136
1,920,869
The debtor balances are shown at their amortised cost and there are no significant differences with respect to their nominal value
As at year-end 31 December 2011, abertis does not hold any sovereign
debt among its financial assets.
“Debtors for compensation from Public Administration” includes the
outstanding amounts refundable from the Administrations granting
concessions related to various arrangements reached (rate rebates, free-
transit, compensation and others). Some of these arrangements (or even
the concession arrangements for some airports) have been recorded under
IFRIC 12 as indicated in Note 3.d.ii as per the mixed or financial model. These debtor balances accrue interest to the Group once the agreed
maturity date expires.
74
These debtor balances with the corresponding public administration are subject to review at each balance sheet date as part of the account audits
performed by the granting body, and have been performed satisfactorily to
date.
The movement in the non-current debtor balances with public
administrations is as follows:
Debtors for compensation from
Public Administration –
non-current
2011 2010
At 1 January 752,632 566,274
Additions 176,673 169,344
Release to the consolidated income statement:
- for economic compensation 125,279 98,333
- restatement/financial effect (see Note 20.d) 102,993 40,074
Transfers (see Notes 5 and 6) 89,018 (101,521)
Utilisation for the year (39,365) (40,812)
Others 1,224 (5,969)
Cumulative translation adjustment (11,499) 26,909
At 31 December 1,196,955 752,632
These agreements include:
Royal Decree 457/2006, which contains as an Appendix the Arrangements
between the Government and acesa, for the modification of certain terms
of the Barcelona-La Jonquera, Barcelona-Tarragona, Montmeló-El Papiol and Zaragoza-Mediterráneo toll motorway concession.
The aforementioned Arrangement stipulates the construction of an
additional lane along certain stretches of the AP-7 toll motorway, as well
as the implementation of a close toll system. In order to carry out these works, the arrangement estimates that the total value of the investment
could reach up to Euros 500 million (at 31 December 2011 the net value
of the investment made totals Euros 401,935 thousand, Euros 260,218
thousand at 31 December 2010).
75
Accordingly, the Arrangement states that the additional income that may arise from the increased capacity of the motorway would be allocated to
restoring the economic-financial balance altered by the actions laid down
under the Arrangement, which also sets out the procedure for calculating
the economic compensation that the operator would receive if said
economic-financial balance has not been restored when the concession
expires.
The receivable balance at 31 December 2011 totals Euros 760,888
thousand (Euros 466,735 thousand at 31 December 2010), and the
impact on operating income for the year totals Euros 122,098 thousand
while net financial income for the year totals Euros 30,338 thousand (Euros 90,980 thousand and Euros 13,697 thousand, respectively, in
2010).
The contents of Royal Decree 483/1995 entered into as an arrangement in
January 2010 between invicat and the Government of Catalonia, which has as an appendix a master collaboration Arrangement setting forth the
general conditions of modification and adaptation of the widening of the
stretch of the C-32 motorway between Palafolls and the connection with
provincial road GI-600, together with other road improvements and
mobility management linked to the motorway and its operations in the Maresme corridor. The total value earmarked for the investments is Euros
96 million (at year-end 31 December 2011, the value of the investment
made is Euros 20,794 thousand, the same as at year-end 2010).
As was the case with the AP-7 motorway arrangement, the C-32 motorway arrangement also stipulates that the additional income that
may arise from the increased capacity of the motorway would be
allocated to restoring the economic-financial balance altered by the
actions laid down under the Arrangement, which also sets out the
procedure for calculating the economic compensation that the operator
would receive if said economic-financial balance has not been restored when the concession expires.
The receivable balance at 31 December 2011 totals Euros 39,038
thousand (Euros 29,399 thousand at 31 December 2010), and the impact
on operating income for the year totals Euros 7,729 thousand while net financial income for the year totals Euros 1,910 thousand (Euros 7,353
thousand and Euros 1,252 thousand, respectively, in 2010).
76
The content of Royal Decree 1467/2008, entered into on 29 August 2008 between iberpistas and the Government which provide for the building of
a third lane in each direction in the stretch San Rafael - Villacastín and the
performance of the actions necessary for the infrastructure to meet current
legislation with regards layout and safety. In order to carry out these works, the arrangement estimates that the total value of the investment
could reach up to Euros 70 million (at 31 December 2011 the value of the
investment made totals Euros 49,888 thousand, Euros 13,637 thousand at
31 December 2010).
As with other agreements, this agreement envisages that the additional
income which may derive from the motorway's greater capacity, as well as the additional increase in the tariffs of 1.7% from 2009 to 2013 (with a
limit of 5.5%), will be applied to re-establishing the economic-financial
balance altered by the actions contemplated therein. It also provides the
procedure for calculating the economic compensation to be received by
the Operator in the event that once the concession period has expired, said economic-financial balance has not been restored, with a limit of
Euros 75 million.
The receivable balance at 31 December 2011 totals Euros 42,696
thousand (Euros 14,533 thousand at 31 December 2010), and the impact on operating income for the year totals Euros -4.548 thousand while net
financial income for the year totals Euros 810 thousand (Euros -3.193
thousand and Euros 602 thousand, respectively, in 2010).
The content of Royal Decree 971/2011 of 1 July, which amends certain terms of the administrative concession held by castellana (construction,
conservation and operation of the stretches of the AP-6 motorway
connection with Segovia (AP-61) and AP-6 motorway connection with Ávila
(AP-51), as well as the conservation and operation, from 30 January 2018, of the AP-6 toll motorway stretch Villalba - Adanero), to offset the extra
costs for additional works, as established in the 41st additional provision of
the 2010 Budget Act 26/2009, of 23 December, through which the
Directorate-General of Roads has recognised additional works for the
motorway construction project, which were not initially planned, for a value
of Euros 89,018 thousand.
77
This Royal Decree aims to re-balance the economic position of the concession affected by the additional works which have had to be
undertaken. Therefore, bearing in mind the current situation of the
concession, it is estimated that the most appropriate method is to extend
the tariffs of the AP-6 motorway, regulated in the arrangements approved
by Royal Decrees 315/2004, of 20 February, and 1467/2008, of 29
August, in both cases, as much as to offset the aforementioned extra costs as a result of the additional works for a total of Euros 89,018
thousand and the interest for the delay in the payment to re-establish
the economic balance for this item, which total Euros 29,471 thousand
(see Note 20.d).
The breakdown of balances with associates is as follows: 2011 2010
Non current Current Total Non current Current Total
Ausol - 2,290 2,290 - 3,044 3,044
Metropistas - 386 386 - - -
Cota - 236 236 - 228 228
Eutelsat - 192 192 - 164 164
Alazor - 59 59 - 107 107
Ciralsa - 48 48 - 96 96
Other holdings - 330 330 - 152 152
Accounts receivable - 3,541 3,541 - 3,791 3,791
Alis 42,968 - 42,968 41,387 - 41,387
Irasa 35,296 - 35,296 35,296 - 35,296
Ciralsa 23,875 - 23,875 22,711 - 22,711
Alazor 18,683 - 18,683 32,765 - 32,765
A’lienor 17,100 - 17,100 13,125 - 13,125
RMG 7,193 - 7,193 6,229 - 6,229
Coviandes - - - - 6,967 6,967
Metropistas - 372 372 - - -
Other holdings - - - 500 - 500
Loans extended 145,115 372 145,487 152,013 6,967 158,980
Impairment provision
Irasa (see Note 20.d) (35,296) - (35,296) (35,296) - (35,296)
Ciralsa (see Note 20.d)
(23,875) - (23,875) - - -
Alazor (see Note 20.d)
(18,683) - (18,683) - - -
(77,854) - (77,854) (35,296) - (35,296)
Total 67,261 3,913 71,174 116,717 10,758 127,475
78
As at year end 2010, the non-current debtor balance with Irasa, Alazor y Ciralsa at 31 December 2011 relates mainly to the loans extended basically
to finance the companies for the expropriation cost overruns.
Given certain indications of impairment recorded in 2010 on the full amount
of the loan with Irasa and the existence of certain indications of impairment
on the rest of these loans, on the 2011 balance sheet date, the Group has assessed their recoverability and the capacity that these companies are
expected to have in facing the repayment of their debt, on the basis of
future cash flow projections taking into account as well the impact of the
financing of these companies. To do this the company has considered the
financial balancing measures established at the end of 2010 (basically to offset the cost overruns in works and expropriations) established in the
legal provisions detailed in Note 11 of the 2010 consolidated annual
accounts.
The impairment tests performed have revealed the maintenance of the impairment recorded in 2010 for the full amount of the loan with Irasi, as
well as the existence on the balance sheet date of 2011 of impairment for
the full amount of the loan with Alazor and Ciralsa. The corresponding
provision for impairment has therefore been allocated as at 31 December
2011.
12. CASH AND CASH EQUIVALENTS
The breakdown of the cash balance and other equivalent assets at 31 December has been as follows:
2011 2010
Cash and banks 123,974 161,375
Term deposits in credit institutions maturing in less
than 3 months 267,036 320,953
Cash and cash equivalents 391,010 482,328
At the 2011 year end the balance of this account relates mainly to
HIT/Sanef (Euros 173 million against Euros 184 million in 2010), ACDL/TBI
(Euros 35 million against Euros 43 million in 2010), abertis chile Group
(Euros 67 million against Euros 87 million in 2010), Invin Group (Euros 38 million against Euros 36 million in 2010) and Hispasat (Euros 32 million
against Euros 32 million in 2010).
79
13. NET EQUITY
The movement in consolidated net equity during the year has been as
follows:
Reserves (b)
Capital, share
premium and treasury
shares
Hedge
Reserve
Available-for-sale
investments
Cumulative translation
adjustment Total
Retained
earnings and Other
reserves
Non-controlling
interests
Net Equity (a) (c) (d)
At 1 January 2011 2,375,850 -124,341 12,746 56,281 -55,314 1,699,946 1,433,000 5,453,482
Income (expenses) recorded in equity:
Available-for-sale
financial assets - - -371,832 - -371,832 - - -371,832
Cash flow hedge - 49,942 - - 49,942 -4,381 7,001 52,562
Cumulative translation
adjustment - - - -48,560 -48,560 - -26,096 -74,656
Distribution of
result - - - - - -645 -131 -776
Others - - - - - 57,013 -11,224 45,789
Profit for the year - - - - - 720,094 74,417 794,511
Complementary dividend 2010 - - - - - -221,711 -85,806 -307,517
Extraordinary 2011
interim dividend - - - - - -495,155 - -495,155
2011 interim dividend - - - - - -232,797 -1,769 -234,566 Return of
contributions to shareholders -295,615 - - - - - - -295,615
Treasury shares -152,358 - - - - - - -152,358
Variation in scope - - 359,086 - 359,086 -319,208 -38,034 1,844
At 31 December
2011 1,927,877 -74,399 - 7,721 -66,678 1,203,156 1,351,358 4,415,713
Note: The income and expenses recognised in net equity are presented net of their tax impact.
80
Reserves (b)
Capital, share
premium and treasury
shares Hedge
Reserve
Available-for-sale
investments
Cumulative translation
adjustment
Total
Retained
earnings and Other
reserves
Non-controlling
interests Net Equity
(a) (c) (d)
At 1 January 2010 2,373,733 -14,061 269,264 -105,99 149,213 1,476,722 1,334,421 5,334,089
Income (expenses) recorded in equity:
Available-for-
sale financial assets - - -256,518 - -256,518 - - -256,518
Cash flow hedge - -110,280 - - -110,280 40,643 -3,382 -73,019
Cumulative translation
adjustment - - - 162,271 162,271 - 61,287 223,558
Distribution of
result - - - - - -15 -49 -64
Others - - - - - -46,154 6,340 -39,814
Profit for the year - - - - - 661,615 81,734 743,349
Complementary
dividend 2009 - - - - - -211,154 -68,418 -279,572
2010 interim
dividend - - - - - -221,711 - -221,711
Treasury shares 2,117 - - - - - - 2,117
Variation in scope - - - - - - -1,719 -1,719
Increase /
(decrease) in capital - - - - - - 22,786 22,786
At 31 December 2010 2,375,850 -124,341 12,746 56,281 -55,314 1,699,946 1,433,000 5,453,482
Note: The income and expenses recognised in net equity are presented net of their tax impact.
81
a) Capital, share premium and treasury shares
The amount and movement in this account during the year has been as
follows:
Share
capital Share
premium Treasury
shares
Total
At 1 January 2011 2,217,113 417,733 (258,996) 2,375,850
Return of contributions - (295,615) - (295,615)
Net change in treasury shares - - (152,358) (152,358)
Increases / (decreases) 110,856 (110,856) - -
At 31 December 2011 2,327,969 11,262 (411,354) 1,927,877
Share
capital Share
premium Treasury
shares
Total
At 1 January 2010 2,111,537 523,309 (261,113) 2,373,733
Net change in treasury shares - - 2,117 2,117
Increases / (decreases) 105,576 (105,576) - -
At 31 December 2010 2,217,113 417,733 (258,996) 2,375,850
At 31 December 2011, the share capital of abertis was made up of
775,989,672 shares, grouped into a single class and series, with a nominal value of Euros 3 per share, fully subscribed and paid up.
On 21 June 2011, the Annual Shareholders’ Meeting of abertis approved a
bonus share issue to be charged against the Share Premium Reserve, which
included, amongst others, the amount relating to the Revaluation Reserves
of companies involved in takeover mergers carried out in prior years in the proportion of one new share for every 20 shares, representing a sum of
Euros 110,856 thousand (36,951,889 ordinary shares). The movement
recorded in the number of abertis shares during the year has been as
follows:
Number of Ordinary Shares
2011 2010
At 1 January 739,037,783 703,845,508
Bonus share issue 36,951,889 35,192,275
At 31 December 775,989,672 739,037,783
The aforementioned bonus share issue was made effective in the third
quarter of 2011, after payment of the dividends detailed in section c) of this Note and, therefore, did not have the right to the dividend payment.
82
In addition, on 21 June 2011, the Annual Shareholders' Meeting agreed payment of an extraordinary dividend charged to the Share Premium
Reserve of Euros 0.40 per share as a return of contributions to equity
holders for an amount of Euros 295,615 thousand.
All the shares of abertis are listed on the stock exchanges of Barcelona,
Bilbao, Madrid and Valencia, being traded on the Spanish electronic trading system. These shares are traded on the main board (continuous market)
and form part of the Ibex 35 index.
The shares of abertis are entered in the share registry and according to the
information available, at 31 December 2011, the most significant
shareholdings are as follows:
Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1) 27.41%
Joint share of Trebol Holding S.a.r.L / ACS, Actividades de
Construction y Servicios, S.A.(2) 25.83%
53.24%
(1) With the reorganisation of the “la Caixa” Group, the indirect shareholdings with the company
Criteria CaixaHolding, S.A.U. is 19.66% and through the company Inversiones de Autopistas,
S.L. the indirect shareholding is 7.75%.
(2) Joint share of Trebol Holding S.a.r.L and ACS, Actividades de Construcción y Servicios, S.A.,
through the 15.55% stake held by Trebol International B.V. (99% owned by Trebol Holding
S.a.r.L and 1% owned by the ACS Group) and of the 10.28% held by Admirabilia, S.L. (99%
owned by the ACS Group and 1% owned by the company Trebol International, B.V.). 60%
belongs to Trebol Holding S.a.r.L (company managed by the investment fund manager CVC
Capital Partners) and the remaining 40% belongs to the ACS Group.
The Board of Directors was authorised by the Annual General Meeting of 27 April 2010 to increase share capital, through one or more capital issues
though cash contributions, up to a maximum amount of Euros 1,108,557
thousand, during the period up to 27 April 2015. This power remains fully
operative.
Under the powers delegated by the Annual Shareholders' Meeting, in 2011
abertis has purchased, disposed of and given to employees treasury shares
(in 2010 it only gave treasury shares to employees).
83
The movement recorded in the treasury shares portfolio during 2011 has
been as follows:
Number
Par value
Acquisition / Sale cost
At 1 January 2011 14,551,098 43,653 258,996
Bonus share issue (1) 877,451 2,632 -
Sale / Giving (1,930,483) (5,791) (28,768)
Purchases 16,387,222 49,162 181,126
At 31 December 2011 29,885,288 89,656 411,354
(1) Bonus share issues charged to reserves in the proportion of one new share for each
20 old shares, as per resolution of the General Meeting of Shareholders of 21 June
2011.
Number
Par value
Acquisition / Sale cost
At 1 January 2010 13,971,451 41,914 261,113
Bonus share issue (1) 692,909 2,079 -
Sale / Giving (113,262) (340) (2,117)
At 31 December 2010 14,551,098 43,653 258,996
(1) Bonus share issues charged to reserves in the proportion of one new share for each
20 old shares, as per resolution of the General Meeting of Shareholders of 27 April
2010.
The use of these Treasury shares has not been decided and will depend on
the resolutions which the Group's governing bodies may take in the future.
b) Reserves
i) Hedge reserve
Corresponds to the reserve generated by the effective portion of changes in the fair value of the derivative financial instruments designated and
classified as cash flow hedges and/or net investments abroad, for fully or
proportionally consolidated companies.
84
ii) Available-for-sale investments
Corresponds to the unrealised gains and losses that arise from changes in
the fair value of investments classified as available-for-sale. The movement
in this account in 2011, as well as the changes in the scope, are explained
in Notes 8 and 9.
iii) Cumulative translation adjustment
The breakdown of this entry at 31 December has been as follows:
2011 2010
Invin Group(*) (Chilean Peso) 127,298 162,932
Abertis chile Group (**) (Chilean Peso) 11,748 22,636
MBJ (USD) 13,794 11,165
ACDL Group (GBP) (116,295) (131,337)
Codad (Colombian Peso) (9,489) (10,947)
APR (USD) (7,339) (5,194)
Other subsidiary companies (4,960) (559)
Group 14,757 48,696
AMP/GAP (Mexican Peso) (11,987) 3,616
Coviandes (Colombian Peso) 5,014 4,224
Other subsidiary companies (63) (255)
Associates (7,036) 7,585
7,721 56,281
(*) Relating mainly to Autopista Central (Euros 101,790 thousand in 2011 and Euros
130,843 thousand in 2010).
(**) They mainly correspond to abertis chile (Euros 6,521 thousand in 2011 and Euros
12,721 thousand in 2010) and Elqui (Euros 3,737 thousand in 2011 and Euros
10,087 thousand in 2010).
The evolution of the translation differences in 2011 is mainly due to the rise at the balance sheet date of the pound sterling and the fall at the balance
sheet date of the Chilean peso and the Mexican peso (in 2010 due to a rise
at the balance sheet date of the pound sterling and the Chilean peso).
85
c) Retained earnings and other reserves
The breakdown and movement in this account at 31 December is as follows:
31 December 2011
January 2011
Distribution
of result
Net income
for the
Net income for the year
Interim
dividend
etraord.
interim
dividend
Variation in
scope
Others
31
December
2011
Legal reserve 461,733 - - - - - - - 461,733
Retained
earnings (excluding net
income for the
year)
798,309
(645)
218,193
-
-
-
(319,208)
52,632
749,281
Net income for
the year 661,615 - (661,615) 720,094 - - - - 720,094
Interim dividend (221,711) - 221,711 - (232,797) (495,155) - - (727,952)
1,699,946 (645) (221,711) 720,094 (232,797) (495,155) (319,208) 52,632 1,203,156
31 December 2010
January 2010 Distribution
of result
Net income
for the
Net income for the year
Interim
dividend
Others
31
December
2010
Legal reserve 406,601 - 55,132 - - - 461,733
Retained earnings
(excluding net income for the year)
657,549
(15)
146,286
-
-
(5,511)
798,309
Net income for the year 623,726 - (623,726) 661,615 - - 661,615
Interim dividend (211,154) - 211,154 - (221,711) - (221,711)
1,476,722 (15) (211,154) 661,615 (221,711) (5,511) 1,699,946
On 21 June 2011, the Annual Shareholders' Meeting of abertis approved
payment of the following dividends:
Payment of a supplementary dividend for 2010 of Euros 0.30 gross
per share, which represents Euros 221,711 thousand (Euros 211,154
thousand at 31 December 2010, corresponding to a supplementary
dividend for 2009 also of Euro 0.30 gross per share).
Within the framework of the reorganisation of the car parks and
logistics facilities businesses explained in Note 26.b, the payment of
an extraordinary interim dividend for the 2011 results of Euro 0.67
per share, which represents Euros 495,155 thousand. The shareholders of abertis could choose to receive it i) in cash or ii) in
shares of Saba Infraestructuras, S.A. at a rate of 1 share of this
company (valued at Euros 0.54 per share) plus an additional cash
amount of Euro 0.13 per share for each 1 share of abertis.
86
i) Legal reserve
In accordance with the Spanish Corporate Enterprises Act, 10% of the
annual profits must be allocated to the legal reserve until this reserve
reaches at least 20% of the capital. The legal reserve cannot be distributed
to shareholders unless the Company is wound up.
The legal reserve can be used to increase capital in the part of the balance
that exceeds 10% of the capital already increased.
Apart from the purpose mentioned above, provided that this reserve does
not exceed 20% of share capital, it can only be used to offset losses when there are no other reserves available for this purpose.
ii) Retained earnings (excluding net income for the year) and other
reserves
This account includes the “goodwill reserve”, which, as from 2008, and
under current corporate legislation in force (art. 273 of the Spanish
Corporate Enterprises Act), must be set up by the Spanish companies in the
abertis Group. These companies must make appropriations to a non-
distributable reserve equivalent to the goodwill stated under assets that amounts to at least 5% of the goodwill. If these earnings do not exist or
were insufficient, freely distributable reserves must be used. As long as the
goodwill is maintained, this reserve will not be available for distribution.
At 31 December 2011, the goodwill reserve of abertis totals Euros 72 thousand (Euros 30,870 thousand at year end 31 December 2010). The
change in the year is due to the corporate reorganisation carried out in
December 2011 (with no impact on the consolidated annual accounts)
detailed in Note 2.b.vii, because of which the goodwill which Abertis
Infraestructuras, S.A. had recorded in its assets following the takeover merger of iberpistas in 2004 has been de-registered. Therefore, the
allocations to this reserve made up to the time of the aforementioned
reorganisation, totalling Euros 46,233 thousand, have been transferred to
voluntary reserves.
Similarly, at the 2011 year-end, the companies of the abertis Group
subject to the aforementioned requirement, have proposed the
corresponding allocation in the distribution of the profit for the year, based
on the provisions in the aforementioned article.
87
Furthermore, at the year-end of 31 December 2011, this heading includes the impact recorded in equity of Euros -319,208 thousand arising from the
classification at year end of the 14.61% stake in the capital of Brisa as an
investment in an associate, and now recorded using the equity method (see
Notes 8 and 9).
In addition, it is important to point out the positive impact on the reserves in 2011 of Euros 26,408 thousand resulting from the dividends paid
corresponding to treasury shares.
iii) Net income for the year
The contribution from each company in the consolidation scope to
consolidated net income is set out, with the non-controlling interests being
shown separately: Subsidiary / multi-group companies
Subsidiary / multi-group companies
Consolidated
income for the
year
Net income
attributable to
non-controlling
interests
Consolidated net
income
attributable to
parent company
Acesa 290,895 - 290,895
Sanef 213,838 (95,967) 117,871
Aumar 83,481 - 83,481
Retevisión 55,361 - 55,361
Sapn 41,107 (19,512) 21,595
Invicat
36,509 - 36,509
Aucat 32,544 - 32,544
Abertis Portugal SGPS 26,465 - 26,465
Elqui 22,995 - 22,995
Hispasat 17,294 (437) 16,857
London Luton Airport Group 15,662 (1,566) 14,096
Codad 12,327 (1,848) 10,479
Iberpistas 9,560 - 9,560
TBI US Operations Inc 7,343 (754) 6,589
GCO 6,502 (3,342) 3,160
Castellana 6,425 - 6,425
Tradia 5,983 - 5,983
Rutas del Pacífico 5,237 (1,097) 4,140
Overon 5,203 - 5,203
TBI Overseas Holding 4,928 (493) 4,435
Belfast International Airport 3,808 (381) 3,427
Abertis Autopistas España 3,779 - 3,779
MBJ 3,650 (930) 2,720
Trados45 2,892 - 2,892
Operadora del Pacífico 2,564 (542) 2,022
Bet Eire Flow 2,467 (1,171) 1,296
Hit Finance 2,307 (1,095) 1,212
Eurotoll 2,245 (1,065) 1,180
Serviabertis 2,014 - 2,014
APR 1,641 - 1,641
Gesa 1,297 - 1,297
DCA 1,259 - 1,259
88
Subsidiary / multi-group companies
Consolidated
income for the
year
Net income
attributable to
non-controlling
interests
Consolidated net
income
attributable to
parent company
TBI Airport Management 1,078 (108) 970
Acesa Italia 748 - 748
Sanef Aquitane 748 (355) 393
Orlando S. Domestic 745 (75) 670
Avasa 691 - 691
Abertis Motorway UK Ltd. 664 - 664
Adesal 583 - 583
Stockholm Skavsta 535 (53) 482
Sea 14 348 (165) 183
Abertis Finance 293 - 293
Santoll 180 (85) 95
Overon US
53 (13) 40
Abertis USA 50 - 50
ACDL 48 (5) 43
Ladecon 34 (15) 19
TBI Aviation 1 - 1
Gicsa (4) - (4)
Rutas II (8) 1 (7)
Sanef Doo (14) 7 (7)
TBI Real State Holding (32) 3 (29)
Slovtoll (104) 49 (55)
Sanef Tolling (205) 113 (92)
Areamed (718) - (718)
TBI (871) 87 (784)
Orlando S. International (910) 91 (819)
TBI Airport Holdings (1,310) 131 (1,179)
Cardiff International Airport (1,543) 154 (1,389)
TBI US Holding (1,608) 161 (1,447)
Invin (1,769) 748 (1,021)
Aulesa (1,821) - (1,821)
Inversiones Nocedal (2,234) 945 (1,289)
Abertis Autopistas Chile (2,921) - (2,921)
Abertis Chile (7,398) - (7,398)
Abertis Airports (10,378) - (10,378)
Autopista Central (23,371) 9,886 (13,485)
Abertis Telecom (46,869) - (46,869)
abertis (86,208) - (86,208)
HIT (95,216) 45,180 (50,036)
Group net income continuing
operations
650,869
(73,518)
577,351
Group net income discontinued
operations
19,456
(899)
18,557
Net income for the Group 670,325 (74,417) 595,908
89
Associates
Consolidated
income for the
year
Net income
attributable to
non-controlling
interests
Consolidated net
income
attributable to
parent company
Eutelsat 88,755 - 88,755
Coviandes 23,906 - 23,906
Autema 8,303 - 8,303
Coninvial 6,410 - 6,410
Hisdesat y other 3,230 - 3,230
Túnel del Cadí (*)
2,997 - 2,997
AMP / GAP 2,133 - 2,133
PTY (*)
707 - 707
Routalis 415 - 415
Aerocali 337 - 337
SFB Fueling 200 - 200
RMG 175 - 175
Cota 16 - 16
Torre Collserola 6 - 6
Metropistas (1,045) - (1,045)
A’lienor (12,003) - (12,003)
Net income associates continuing
operations
124,542
-
124,542
Net income associates discontinued
operations
(356)
-
(356)
Net income associates 124,186 - 124,186
Net income for the year from
discontinued operations
775,411
(73,518)
701,893
Net income for the year from
discontinued operations
19,100
(899)
18,201
Net income for the year 794,511 (74,417) 720,094 (*) Contribution to the abertis consolidation of companies consolidated by equity accounting until 31 December
2011, the date on which they were disposed of.
d) Non-controlling interests
Non-controlling interests relate mainly to Holding d’Infrastructures de
Transport S.A.S (HIT), 52.55% owned by abertis (Euros 877 million in 2011
and Euros 886 million in 2010), and to Inversora de Infraestructuras, S.L
(INVIN) 57.70% owned by abertis (Euros 358 million in 2011 and Euros
398 million in 2010).
90
The final dividend for 2010 relates mainly to the payment made for this item by Holding d’Infrastructures de Transport S.A.S (HIT) to the rest of its
shareholders.
The change in scope in 2011 is due to the impact of Abertis Infraestructuras,
S.A. selling the 78.06% stake which it held in Saba Infraestructuras, S.A.,
following the payment of an interim dividend for the 2011 net income of Euro 0.67 per share optionally exchangeable for shares of Saba Infraestructuras,
S.A. (see Note 26) which involved recognising a non-controlling interest of
21.94% in Saba Infraestructuras, S.A.
e) Interim dividend and proposed dividends
The determination of the distribution of dividends is made on the basis of
the parent company accounts of Abertis Infraestructuras, S.A., under the
mercantile legislation in force in Spain.
The dividends to be distributed to shareholders are recorded as liabilities in
the consolidated annual accounts as soon as the dividends are approved by
the Annual Shareholders’ Meeting (or by the Board of Directors in the case
of interim dividends) until their payment.
In 2011 an interim dividend totalling Euros 232,797 thousand was paid,
equivalent to Euros 0.30 gross per share, payable on all the shares that
make up the share capital of Abertis Infraestructuras, S.A (Euros 221,711
thousand at year end 2010, also Euros 0.30 gross per share). In addition, as indicated in section c) of this Note, in the framework of the
reorganisation of the car parks and logistics facilities businesses detailed in
Note 26.b, abertis has paid an extraordinary interim dividend of Euros
495,155 thousand, which represents Euros 0.67 gross per share.
The following provisional accounting statement was prepared by Abertis
Infraestructuras, S.A., in accordance with the legal requirements,
demonstrating that there was sufficient profit for the payment of the
aforementioned interim dividends and justifying the existence of sufficient
liquidity to make the payment:
91
Provisional statement prepared on 21 June 2011 for
the payment of the extraordinary interim dividend
Net income for the period from 1 January to 31 May 2011 565,761
Less:
Goodwill reserves (15,435)
Maximum amount available for distribution 550,326
Amount proposed and distributed 495,155
Liquidity available prior to payment (*) 1,530,202
Gross amount of interim dividend (495,155)
Liquidity available after payment 1,035,047
(*) Includes the bank credit facilities not drawn down,
Provisional statement prepared on 25 October 2011 for the payment of the interim dividend
Net income for the period from 1 January to 30 September 2011
794,417
Less:
Legal reserve (3,860)
Goodwill reserves (15,435)
Interim dividend already paid (495,155)
Maximum amount available for distribution 279,967
Amount proposed and distributed 232,797
Liquidity available prior to payment (*) 1,132,166
Gross amount of interim dividend (232,797)
Liquidity available after payment 899,369
(*) Includes the bank credit facilities not drawn down.
92
The Directors of Abertis Infraestructuras, S.A. will also submit the following proposed distribution of the 2011 net income of abertis to the
Shareholders’ Meeting for approval:
Available for distribution (Profit and loss) 3,048,088
Distribution:
Dividends 1,007,308
Legal reserve 3,860
Goodwill reserve (see Note 13.c.ii) 24
Voluntary reserves 2,036,896
3,048,088
In the event that on the dividend distribution date abertis were to hold shares without dividend rights, the corresponding amount would be
transferred to voluntary reserves.
f) Earnings per share i) Basic
As shown below, the basic earnings per share are calculated by dividing net
income for the year attributable to the equity holders of abertis by the
weighted average number of shares in circulation during the year, excluding the average number of treasury shares held by the Group, and taking into
account that the impact of the bonus share issue in the proportion of one
share for every 20 old shares, adopted by the General Meeting of
Shareholders of 21 June 2011, would have occurred at the beginning of
the year adjusting its effect retroactively for the periods presented. 2011 2010
Ongoing
operations Discontinued
operations
Total Ongoing
operations Discontinued
operations
Total Net income attributable to equity
holders
701,893
18,201
720,094
627,876
33,739
661,615
Weighted average number of
ordinary shares in circulation (thousand)
757,540
757,540
757,540
760,533
760,533
760,533
Basic earnings per share
(€/share)
0,93
0,02
0,95
0,83
0,04
0,87
Diluted earnings per share
(€/share)
0,93
0,02
0,95
0,83
0,04
0,87
93
The average number of ordinary shares in circulation slightly fell in 2011 since there was an increase in the number of treasury shares as a
consequence of the gradual buybacks carried out in the second half of the
year (as mentioned above, the impact of the bonus share issue in the
proportion of one share for every 20 old shares, adopted by the General
Meeting of Shareholders of 21 June 2011, was taken into account at the
beginning of the year adjusting its effect retroactively for the previous year).
ii) Diluted
Diluted earnings per share are determined using the calculation described above, the effect of taking into account the conversion of all the potential
dilutive shares (share options) as if they were ordinary shares of abertis.
Thus, it is estimated that the conversion of the shares occurs at the
beginning of the year, or, if circulated during the same year, at their date of
issue.
In 2011 (as in 2010) abertis maintains potential dilutive shares in the form
of share options, although their impact on the average weighted number of
shares in circulation is not significant, and, accordingly, diluted earnings per
share do not differ from the basic earnings per share.
94
14. BORROWINGS
Borrowings break down as follows:
2011 2010
Non current
Loans from credit institutions 6,121,806 7,721,032
Bonds and other loans 7,330,270 6,517,336
13,452,076 14,238,368
Loans from companies consolidated by equity
accounting
10,284
9,413
Non current borrowings 13,462,360 14,247,781
Current
Loans from credit institutions 779,069 754,950
Bonds and other loans 41,377 140,207
820,446 895,157
Loans from companies consolidated by equity accounting
461
1,034
Interest on loans and bonds 262,402 231,982
Current borrowings 1,083,309 1,128,173
Borrowings 14,545,669 15,375,954
Non-current payable balances with companies consolidated by equity
accounting at the year end 31 December 2011 (as in 2010) are mainly with
Road Management Group (RMG).
At 31 December 2011 of total borrowings, Euros 6,365,278 thousand (Euros
6,540,417 thousand in 2010) relate to HIT/Sanef, of which, Euros 6,064,746 thousand is non-current borrowings (Euros 6,038,296 thousand
in 2010).
95
Various financing transactions have been carried out during the year that have meant new funds for the Group totalling Euros 1,385,603 thousand, to
meet some of the maturity of the debt in 2011 (cancelling debt totalling
Euros 1,935,613 thousand) and improving Group liquidity, thus reinforcing
its financial position. Amongst these of special note is the refinancing (debt
modification) carried out by hit for Euros 750 million, as well as the debt
payback with the treasury from the sale of Atlantia for Euros 625,558 thousand and the car parks and logistics facilities businesses for Euros
311,521 thousand.
Considering the Group's treasury position as indicated in Note 12, net
borrowings (excluding payables with companies consolidated by equity accounting and interest on loans and bonds) fell Euros 769,685 thousand,
down to Euros 13,881,512 thousand. This reduction in the Group's
borrowings is mainly due to the impact of the aforementioned sale of
Atlantia (which allowed the early payback of a syndicated loan of Euros
515,000 thousand, as well as part of the Euros 183,221 thousand corresponding to credit lines which Abertis Infraestructuras, S.A. had drawn
down at the 2010 balance sheet date), the impact of the sale of the car
parks and logistics facilities businesses indicated in Note 26.b, the positive
free cash flow after investments and ordinary dividends paid generated in
the year and the impact of the exchange rate in the debt of Group
companies (higher measurement of Euros 57,200 thousand, mainly in Chilean companies), offsetting the payment of the extraordinary dividend
carried out in the year, as well as the return of contributions to
shareholders and other effects.
Set out below is the maturity of the non-current borrowings matched to their outstanding terms at the balance sheet date until the date of maturity
as stipulated in the respective loan arrangements. Thus, the amount shown
below relates to the cash flows stipulated by contract, which differ from the
carrying amount of the borrowings due to the effect of applying IFRS
criteria set down in IAS-39 on borrowings:
2011 2010
Between 1 and 2 years 1,827,267 1,523,400
Between 2 and 3 years 1,120,116 2,574,347
Between 3 and 4 years 853,464 1,124,359
Between 4 and 5 years 1,640,492 793,230
More than 5 years 7,922,424 8,325,123
Non-current borrowings 13,363,763 14,340,459
Current borrowings 781,922 640,980
Total borrowings 14,145,685 14,981,439
96
Of the Euros 14,145,685 thousand, Euros 8,020,471 thousand (57%) relate to the borrowings of subsidiary and multi-group companies without recourse
to Abertis Infraestructuras, S.A. (Euros 8,462,595 thousand in 2010, in this
case 56%).
Furthermore, the accrual and settlement of interest on the loans mentioned
above will be made on the basis of the specific conditions and maturities,
and it is estimated that for 2012 an interest payment based on borrowings
at the year end at 31 December 2011 totals approximately Euros 708
million (Euros 679 million estimated at the 2010 year end for 2011).
Group borrowings (without taking into account the currency swaps
mentioned in Note 10) are denominated in the following currencies:
2011 2010
Euro 12,526,605 13,149,104
Chilean Peso 694,249 904,564
US Dollar 655,278 618,434
Yen 177,670 184,077
Pound Sterling 83,802 58,089
Other currencies 8,081 67,171
Borrowings 14,145,685 14,981,439
As mentioned in Note 10, a large part of borrowings in US Dollars and all
the borrowings in Yen are translated into Euros through financial derivatives.
The average weighted interest rate for 2011 on bond debt issued by credit
institutions has been 4.65% (4.53% in 2010), and there have been no
significant fluctuations between currencies.
At the close of 31 December 2011, 84% (84% also in 2010) of borrowings
were fixed interest or fixed through hedges, and, accordingly, possible
fluctuations in interest rates that could significantly impact these
consolidated annual accounts are not expected.
97
Thus, the estimated sensitivity of the consolidated income statement resulting from the variation in interest rates on floating debt taking into
account the effect of a 50bp variation, would be as follows:
2011 2010
Borrowings in Borrowings in
(million) Euros Pounds Total Euros Pounds Total
Variation of 50pb:
Gross effect
before tax
9.7
1.8
11.5
10.0
2.3
12.3
Net effect after tax
6.8
1.2
8.0
7.0
1.6
8.6
Additionally, in relation to the sensitivity of fluctuations in interest rates on
derivative transactions, we should point out that in aggregate terms the
sensitivity of all the operations as a whole in derivatives broken down at 31 December 2011, with a variation in the interest rate curve for the EUR,
USD, MXN, YEN, CLP and GBP of 50 basis points, all other variables
remaining constant, the fair value of the derivative transactions as a whole
would vary by Euros 5.8 million (Euros 9.0 million in 2010), and the net
impact on equity would total Euros 9.2 million and Euros 0.143 million on
earnings after tax (Euros 19.4 million in net equity and Euros 0.001 million in 2010 earnings after tax).
The carrying value and fair value of the non current bonds and borrowings
at the close of the year has been as follows:
2011 2010
Carrying value Fair value Carrying value Fair value
Loans from credit institutions 6,121,806 6,517,038 7,721,032 7,963,039
Bonds 7,330,270 7,522,605 6,517,336 6,448,142
13,452,076 14,039,643 14,238,368 14,411,181
The carrying value of current borrowings is similar to their fair value.
98
The Group has the following undrawn credit facilities and loans:
2011 2010
Floating rate:
Maturing in less than one year 421,585 557,348
Maturing in more than one year 1,497,773 702,108
Undrawn credit facilities 1,919,358 1,259,456
The undrawn credit facilities relate primarily to a credit facility contracted by
abertis at 31 December 2011 to meet treasury needs.
Finally, we should point out that in relation to the main financing contracts
in force at the 2011 year end, there are no (as was also the case in 2010)
pignorated financial assets relevant to these consolidated annual accounts
guaranteeing liabilities or contingent liabilities. Consequently, there are no
commitments or clauses related to the financing arrangements which at the year end of these consolidated annual accounts have made liabilities
immediately due and payable to the lender.
15. DEFERRED INCOME
The movement recorded during the year has been as follows:
2011 2010
At 1 January 47,226 156,400
Variation in scope and business combinations
-
6,031
Additions 2,415 811
Disposals (3,054) (5,586)
Transfers (*) - (111,313)
Transfers to disposable group liabilities held for sale
(17,689)
-
Cumulative translation adjustment (157) 883
At 31 December 28,741 47,226
(*) In 2010 as a result of the impact of the modification in that year in the application of the mixed model under IFRIC12 in the operator elqui, with effects in the presentation of the deferred income and debtor balances and with no significant effect on equity.
99
At year end 31 December 2011, deferred income mainly includes:
Compensation to aumar from the Public Administration for works
carried out in Sagunto, for Euros 10,363 thousand (Euros 11,611
thousand in 2010). This is charged to results over the life of the concession (until 2019).
Revenue received by acesa for assignment of the use of fibre optic
conduits for Euros 4,872 thousand (Euros 5,359 thousand in 2010)
which are taken to profit and loss on a straight-line basis up to the
end of the concession in 2021 (time period of the assignment).
Revenue received by the subgroup ACDL for grants collected by
Skavsta and from sums received from operators of shops in Luton
airport for the minimum guaranteed revenue in the coming years for
Euros 4,261 thousand (Euros 2,490 thousand in 2010), which are taken to profit and loss over five years.
16. TRADE AND OTHER PAYABLES
The breakdown of this account entry at 31 December has been as follows:
2011 2010
Trade creditors 405,827 517,837
Amounts owing to related parties 14,008 16,962
Outstanding remuneration 110,839 87,460
Other payables 10,805 11,583
Trade and other payables 541,479 633,842
Group companies with tax residence in Spain have changed their terms of
payment in order to come into line with the provisions of Additional Provision
Three of the “Duty of Information” Act, Law 15/2010/5 July. In accordance with the provisions of the aforementioned Act, information relating to the
payments made and outstanding payments on the balance sheet date are
given below:
100
2011 2010
Within the legal payment period (85 days in 2011
and 2010) 261,107 221,556
Outside legal payment period 8,894 87,423
Payments for the year 270,001 308,979
Average Payment Period (No. Of days) of the
exceeded payments (*)
14
16
Balance of outstanding payments to suppliers
delayed beyond the legal period 3,034 12,303
Balance of outstanding payments to suppliers (**) 115,561 204,318
(*) Average number of exceeded days of the payments to suppliers made outside the legal payment period.
(**) Of these, those affected by the aforementioned 3rd Additional Provision of the "Duty of Information"
Act 15/2010, of 5 July, totalled Euros 31,045 thousand in 2011 and Euros 49,274 thousand in 2010.
The balance of outstanding payments to suppliers delayed beyond the legal
payment period is mainly due to certain specific deviations in the
telecommunications business.
17. CORPORATE INCOME TAX
a) Fiscal information abertis pays tax on a consolidated basis, as parent company of the tax
Group, which includes all subsidiary companies in which it holds at least
75% and with tax residence in Spain. The Group subsidiary companies with
tax residence in the United Kingdom and France pay tax on a combined
basis as applied there. The other companies included in the consolidation
scope are taxed individually.
At 31 December 2011, the Group has all the taxes applicable to it and for
which the statute of limitations has not expired open to inspection. In
addition, the Spanish tax Group has general inspection proceedings open
with regard to Corporate Income Tax for the years 2006 to 2009 and, with regards VAT and Personal Income Tax for financial years 2007 to 2009.
However, abertis believes that no significant effects on equity will arise
from the aforementioned inspections or the differences in interpreting
current tax legislation with regards the other financial years ending
verification.
101
Accordingly, at year end 31 December 2011, the Tax Authorities have raised tax assessments against abertis based on audits made mainly for
Corporate income tax and in particular in relation to export deductions in
the 2001 and 2002 corporate income tax return. These assessments have
all been signed in disagreement and have been appealed and are pending
the decision of the respective competent jurisdictional bodies. The amount
of these inspections, for which a full provision has been allocated, total Euros 3 million at 31 December 2011.
In 2011 abertis paid in full the amount arising from the partial inspection
on export deductions applied to Corporate Income Tax in 2000, which
amounted to Euros 28 million. This did not have an impact on the consolidated income statement for the year as a provision had already been
allocated for this amount in the consolidated annual accounts of previous
years (see Note 19).
It should also be pointed out that in 2008 the tax authorities initiated inspection proceedings against abertis as successor of the company Aurea
Concesiones de Infraestructuras, S.A., signed in disagreement, for the
improper application in 2002 of the "Asset Revaluation Reserve RDL 7/96”.
The amount of the aforementioned proceedings totals Euros 60 million
affluent December 2011 and has been appealed against in the
corresponding Courts. At 31 December 2011, no provision has been allocated in this matter (as in 2010), as it is understood that there are solid
arguments to defend the unlawful nature of the regularisations made by the
Tax Inspectors and that these will be approved by the competent legal
bodies.
b) Corporate income tax expense
The general Corporate Tax rate applicable in 2011 is 30.00% in Spain (no
change in the year), 26.00% in the United Kingdom (28% in 2010), 36.10%
in France (34.43% in 2010) and 20% in Chile (17% in 2010).
102
The reconciliation of the theoretical tax and the tax expense recorded in the consolidated income statement for the year is as follows:
2011 2010 (*)
Profit before tax 1,025,039 932,811
Theoretical tax (**) 307,512 279,843
Non taxable income (10,598) (7,413)
Expenses not deductible for tax purposes 2,414 (397)
Use of tax losses and tax credits (12,657) (16,495)
Tax reform in UK and Chile (10,754) (3,706)
Other tax effects (26,289) (28,631)
Tax expense 249,628 223,201
(*) Reconciliation of the 2010 corporate income tax expense considering the impact of the classification
of the car parks and logistics facilities operating segments as discontinued operations in application of
IFRS 5 as indicated in Notes 1 and 26.
(**) The impact of different tax rates in some countries, as well as the net income of companies consolidated by equity accounting (taxed at origin), is reflected in the other headings (mainly in “Other tax effects”).
The Corporate income tax expense for the year breaks down as follows (for
fully consolidated or proportionally consolidated companies):
2011 2010 (*)
Current tax 236,907 262,770
Deferred tax:
Tax reform in UK, France and Chile (10,754) (3,706)
Other variations in deferred tax 10,343 (27,670)
Others 13,132 (8,193)
Tax expense 249,628 223,201
(*) Composition of the 2010 corporate income tax expense considering the impact of the
classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
As a consequence of the reduction in the general Corporate Tax rate in the
UK from 27% to 26% as from 1 April 2011 and that already approved from
26% to 25% as from 1 April 2012, the Group's companies with tax
residence in the UK have recorded a lower tax expense accrued in the year for an amount of Euros 11,031 thousand as a result of the reduction in
deferred tax liabilities (in 2010 they also recorded a lower expense for
accrued tax in the year for an amount of Euros 5,862 thousand due to the
reduction in deferred tax liabilities, a consequence of the reduction in the
general Corporate Tax rate from 28% to 27% as from 1 January 2011).
103
It should also be pointed out that in 2010, companies with tax residence in
Chile recorded a higher tax expense for the year totalling Euros 2,156
thousand due to the increase in the deferred tax liabilities that are expected
to be reverted in 2011 and 2012, as a result of change in the general
corporate income tax rate in these years (17% to 20% in 2011 and in 2012
from 20% to 18.5%).
c) Deferred taxes
The balance of the recognised deferred assets and liabilities and their movements during the year have been as follows:
2011 2010
Deferred tax
asset Deferred tax
liability Deferred tax
asset Deferred tax
liability
At 1 January 798,485 (1,773,729) 726,992 (1,740,019)
Charges/(credits) to income
statement (*)
(35,151)
35,924
13,603
18,106
Charges/(credits) for inclusion in
consolidation scope and business
combinations
-
-
5,136
(17,566)
Charges / (credits) to net equity (21,636) 227 18,846 20,334
Transfers - - 5,051 (5,051)
Cumulative translation adjustment (7,674) 13,270 28,857 (49,533)
Transfer to disposable group assets
/(liabilities) held for sale
(57,843)
70,111
-
-
At 31 December 676,181 (1,654,197) 798,485 (1,773,729)
(*) In 2011 it includes the impact indicated in section b) above as a result of the tax reform in the UK and
France, and in 2010 as result of the tax reform in the UK and Chile.
The cumulative translation adjustments generated during the year relate
mainly to the deferred tax liabilities of companies with tax residence in the
UK (Pounds Sterling 124,828 thousand in 2011 and Pounds Sterling 137,935
thousand in 2010) and to deferred tax assets and liabilities of Chilean companies (Chilean Pesos (CP) 64,823,253 thousand and CP 155,282,258
thousand, respectively, in 2011 and CP 75,192,741 thousand and CP
167,688,986 thousand in 2010) as a result of the appreciation of the Pound
Sterling and the depreciation of the Chilean Peso at the year end.
Of the total deferred tax assets and liabilities booked at 31 December 2011,
it is estimated that Euros 62,541 thousand and Euros 79,080 thousand,
respectively, will be reverted in 2011 (Euros 47,916 thousand and Euros
78,617 thousand, respectively, at 2010 year end estimated for 2011).
104
The deferred tax assets recorded at the close of 2011 (as in 2010) mainly correspond to tax credits and the tax effect of the provisions associated with
application of the “intangible model” under IFRIC 12 and, in the case of
companies with tax residence in Spain, to the reversal of the financial charge
recorded under the principles of the Spanish General Chart of Accounts.
Therefore, tax loss carry forwards available for offset at 31 December 2011 total Euros 559,102 thousand (Euros 663,951 thousand in 2010), of which
Euros 453,590 thousand (Euros 565,995 thousand in 2010) are generated by
the Chilean companies acquired (without a maturity date), and the others
have expiry dates mainly between 2012 and 2030. Of these tax losses,
Euros 91,583 thousand (Euros 111,270 thousand in 2010) is included in deferred tax assets.
As at the 2010 balance sheet date, the deferred tax liabilities recorded at the
2010 year end are mainly for the tax effect related recording at fair value of
the net assets and liabilities acquired in various business combinations and/or changes in the consolidation scope, the main impact being as follows:
Addition 2011 2010
Cilsa (44% proportional consolidation) (**) 2010 - 10,603
Acquisition of Itínere assets: 2009
Avasa (additional 50%) 210,306 224,444
Rutas del pacífico (additional 50%) (*) 11,905 13,969
Acquisition of Invin Group (*) 2008 135,646 154,844
Acquisition of 33.38% of Hispasat Group 2008 6,590 7,596
Acquisition of DCA Group (*) 2008 22,624 22,938
Acquisition of HIT/Sanef Group 2006 578,109 610,523
Acquisition of ACDL/TBI Group (*) 2005 96,238 97,226
(*) In the case of Rutas del Pacífico and the Invin Group, the variation was affected by the depreciation
at the year end of the Chilean Peso, in the case of the ACDL/TBI Group, due to the revaluation of the
GBP at year end, and to a lesser extent, in the case of the DCA Group, due to the revaluation at the
year end of the USD.
(**) Shareholding disposed of in 2011 as a consequence of the corporate reorganisation carried out (see
Note 26).
At 31 December 2011, the deductible temporary differences with
subsidiaries, multi-group companies and/or associates not recorded in accordance with the accounting policy mentioned in Note 3.k mainly
correspond to negative reserves of investments in associates for an
approximate amount of Euros 428 million (approximately Euros 233 million at
31 December 2010).
105
18. OBLIGATIONS FOR EMPLOYEE BENEFITS
Amongst the obligations with its employees, different Spanish Group
companies are sponsors of defined contribution pension plans and/or have
commitments for defined contribution and/or defined benefit pension
commitments, arranged through insurance policies, as set down in legislation governing the transfer of pension commitments.
Internationally, the different Group companies have defined contribution
and/or defined benefit commitments with their employees. These
commitments are managed through external entities except in those countries where local legislation allows internal funds to be maintained.
Together with the above obligations, several Group companies have long-
term commitments with their employees for length of service bonuses and
vacation pay also regulated by Collective Bargaining Arrangements, for uninterrupted employment with the company. With regard to the
measurement of these obligations, a liability is included in the balance sheet
for this heading for a total amount of Euros 7,462 thousand (Euros 7,231
thousand in 2010, which included Euros 287 thousand corresponding to
existing obligations in the car parks operating segment), with a non-current
liability recorded for this item totally Euros 4,796 thousand (Euros 5,110 thousand in 2010, which included the Euros 287 thousand corresponding to
the obligations existing in the car parks operating segment). The amount
recorded as staff costs in 2011 for these obligations is Euros 977 thousand
(Euros 1,117 thousand in 2010). See Note 20.c. The economic-actuarial information on the existing liability for pension
commitments of the Group’s various companies with their employees is as
follows:
a) Defined contribution commitments
The amount recorded for the year as personnel expense in the consolidated
income statement for defined contribution commitments totals Euros 6,980
thousand (Euros 6,552 thousand in 2010). See Note 20.c.
106
b) Defined benefit commitments
Except in those countries where local legislation allows for internal funds,
pension commitments are covered using insurance policies or separate
entities, in accordance with the applicable regulation in each country, with
the amounts taken off the balance sheet. Nevertheless, this account entry
includes the obligations and their corresponding asset affected where the legal obligation or implied obligation to meet the agreed benefits remains.
In relation to obligations of this type, as of 31 December 2011, abertis has
pension commitments relating to defined benefit plans in five countries:
In Spain, abertis, serviabertis, aumar, autopistas España, acesa,
invicat and aucat have pension commitments deriving from
retirement bonuses covered by the Collective Bargaining
Arrangements. These commitments are financed externally as per local legislation.
In France, the companies in the HIT/Sanef Group offer retirement
bonuses under a legal obligation. Sanef has a defined benefit pension plan for executives and sanef and sapn each have early retirement
plans. The pension plan for executives is the only one that is financed
externally.
In the USA, the tbi airport management Group has a defined benefit pension plan for some workers. The plan offers a fixed life-time
pension whose amount depends on the work centre and is independent
of salary. The plan is financed externally as per local legislation.
In the UK, tbi airport management has two pension plans financed
externally under local legislation:
o The London Luton Airport Pension Scheme open to new
participants.
o The tbi Group Final Salary Pension Scheme (Belfast and Cardiff
airports) for a closed group.
Furthermore, the London Luton airport has a commitment with a
closed group of fire-fighters, for additional services recognised in the
pension plan. The liability for this plan is included jointly with the
pension plan for the London Luton airport.
107
In relation to the defined benefit commitments of different Group companies with their employees, the reconciliation between the opening and closing
balance of the actuarial value of these obligations is as follows:
2011 2010
At 1 January 177,677 162,678
New commitments - 21
Service cost for the year 6,167 4,457
Interest costs 9,388 8,931
Contributions of the participants 937 930
Plan modifications 5,728 -
Actuarial losses/(gains) (6,568) 5,048
Benefits payments (6,317) (7,901)
Expenses / taxes / premiums (525) (429)
Cumulative translation adjustments (*) 4,297 3,942
Transfer to disposable group liabilities held for sale
(2,322)
-
At 31 December 188,462 177,677
(*) The exchange differences generated in 2011 and 2010 relate mainly to liabilities of companies with tax residence in the UK, given the revaluation of the Pound Sterling in each year.
The reconciliation of opening to closing final balances of the actuarial fair
value of the assets for these liabilities is as follows:
2011 2010
At 1 January 117,858 102,602
New commitments - -
Expected yield on related assets 7,258 6,860
Plan modifications - -
Actuarial (losses)/gains (7,646) 4,959
Contributions from Promoter 8,465 7,882
Contributions of the participants 937 930
Benefits payments (6,317) (7,901)
Expenses / taxes / premiums (525) (429)
Cumulative translation adjustments (*) 3,437 2,955
Transfer to disposable group assets held for sale
(16)
-
At 31 December 123,451 117,858
(*) The exchange differences generated in 2011 and 2010 relate mainly to liabilities of companies with tax residence in the UK, given the revaluation of the Pound Sterling in each year.
108
Amongst the related-assets linked to insurance policies, an amount of Euros 5.963 thousand recorded under the “Trade and other receivables – others”
(Euros 5,600 thousand in 2010, which included Euros 15 thousand
corresponding to the car parks operating segment) is held with related
parties (see Notes 11 and 27).
The annual movement in the liability recognised on the balance sheet has been as follows:
2011 2010
At 1 January 65,419 67,203
Assets in related companies (5,600) (7,127)
Net obligations at 1 January 59,819 60,076
New commitments - 21
Increase charged to:
Income statement (see Note 20.c) 8,831 6,528
Net equity (*) 1,078 89
Contributions from Promoter (8,465) (7,882)
Cumulative translation adjustment 860 987
Transfer to disposable group liabilities held for sale
(2,306)
-
Net obligations at 31 December 59,817 59,819
Assets in related companies 5,963 5,600
At 31 December 65,780 65,419
(*) The total accumulated amount recorded in net equity from recognised gains and losses is a loss of
Euros 17.874 in 2011 and a loss of Euros 16,796 thousand in 2010.
Unlike in 2010, at the year-end 31 December 2011, there is an obligation for past services pending recognition in the consolidated balance sheet for
an amount of Euros 5,194 thousand. This liability, as indicated in Note 3.l.i
will be recorded as an expense in the coming years on a straight-line basis
over the average period remaining until definitive consolidation of the right
to receive the benefits.
Of the net obligation at 31 December 2011, Euros 33,088 thousand (Euros
30,805 thousand in 2010) relates to total or partially financed commitments
and Euros 26,727 thousand (Euros 29,014 thousand in 2010) to unfunded
obligations.
109
The breakdown of the total expense recognised in the consolidated income statement is as follows:
2011 2010 (*)
Service cost for the year 6,167 4,455
Interest costs 9,388 8,815
Expected yield on related assets (7,258) (6,860)
Recognition of past services 534 -
Total accounting expense (See Note 20.c) 8,831 6,410
(*) Breakdown of the expense for defined benefit employee obligations considering the impact of the
classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
The breakdown of each asset against the fair value of the commitment related assets is as follows:
2011 2010
Equity securities 35.94% 41.93%
Fixed income securities 24.42% 19.17%
Investment property 0.86% 0.79%
Others 38.78% 38.11%
100.00% 100.00%
The actuarial assumptions (demographic and financial) used constitute the
best estimates on the variables the will determine the final cost of providing the post-employment benefits.
The main actuarial assumptions used at the balance sheet date are as
follows:
2011 2010
Discount rate (based on the type of commitment and currency) 3.00% - 5.00% 3.25% - 5.50%
Expected yield on assets (based on the type of asset and currency)
3.00% - 7.00%
3.25% - 7.00%
Salary increase rates (based on the type of commitment and
currency)
2.00% - 3.75%
3.00% - 4.20%
Post-employment liabilities in Spain: (*)
Mortality tables PERMF200p PERMF200p
Disability tables InvAbs_OM77 InvAbs_OM77
(*) For the post-employment commitments of investee companies located outside Spain, mortality and disability
tables generally accepted in those countries have been used.
110
The discount rate used is based on the “iboxx AA” corporate bond rate curve at 31 December 2011, as in 2010.
The expected overall yield on the assets has been calculated in the following
manner:
For the commitments of Spanish companies, using the discount rate for determining the obligation.
For the obligations of international companies, market yield
expectations for assets with similar characteristics (money market,
fixed income or equity) over the entire term of the liabilities related
to the assets in question.
Finally, we should point out that for the main defined benefit plans the
estimated sensitivity on the obligation recorded at the year end from a 50
bp variation in the discount rate would be approximately 8%-10%.
19. PROVISIONS AND OTHER LIABILITIES
The balance of current and non-current provisions and other liabilities is as
follows: 31 December 2011 31 December 2010
Non-currents Current Non-currents Current
IFRIC 12 provisions (*) 502,625 14,707 634,137 32,360
Other provisions 206,020 48,395 250,903 36,934
Provisions 708,645 63,102 885,040 69,294
Other creditors 123,635 128,209 118,717 236,571
Provisions and other liabilities
832,280 191,311 1,003,757 305,865
(*) Mainly provisions for pavements, maintenance cycles and major overhauls.
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The movement of the non current provisions is as follows: 2011 2010
IFRIC 12 provisions
Other provisions
Total
IFRIC 12 provisions
Other provisions
Total
At 1 January 634,137 250,903 885,040 610,135 218,985 829,120
Additions to scope - - - 238 5,068 5,306
Charged to the consolidated income statement:
- Allowances 70,656 3,893 74,549 66,864 12,106 78,970
- Financial restatements (see Note
20.d)(*)
29,303
6,198
35,501
35,203
7,062
42,265
Recorded in equity - - - (1,636) (1,167) (2,803)
Transfers 12,822 (5,884) 6,938 (2,162) (263) (2,425)
Amounts not applied and reversed - (1,957) (1,957) - - -
Utilisation for the year (88,675) (36,244) (124,919) (76,897) (4,709) (81,606)
Others (49) (3) (52) - 10,173 10,173
Cumulative translation adjustment (5,319) (3,460) (8,779) 2,392 3,648 6,040
Transfer to disposable group liabilities held for sale
(150,250)
(7,426)
(157,676)
-
-
-
At 31 December 502,625 206,020 708,645 634,137 250,903 885,040
(*) The movement includes the impact for the financial restatement of the car parks and logistics facilities operating segments up to the
classification as discontinued operations in application of IFRS 5 on 30/06/11 for Euros 5,260 thousand.
In the context of the application of IFRIC 12, using the intangible model,
the future interventions (essentially those that are firm) have been
determined that the Group’s operator companies must face as a result of
the use of the infrastructures in order to maintain and restore them, for which the respective provisions have been booked (see Note 3.n), in
accordance with IAS 37, using the best estimate possible of the
disbursements required to meet them on the balance sheet date.
The other non-current provisions at the close on 31 December 2011 mainly
include the provisions for the replacement or substitution in relation to the expiry of the various concessions, as well as a provision for tax assessments
raised against abertis that have been appealed and are now pending a
ruling by the competent courts and authorities (both were already part of
the opening balance of the provision). The applications in the year mainly
correspond to various tax payments (see Note 17.a).
The line “Other creditors – current” includes the balance payable to the
Government by the subsidiary company acesa following the commitment
acquired through the merger with the company that previously held the
concession on the Montmeló-El Papiol stretch of motorway (Euros 20,973 thousand, as was the case at 31 December 2010), as well as the debts with
property, plant and equipment suppliers for Euros 28,358 thousand (Euros
74,539 thousand in 2010).
112
20. INCOME AND EXPENSES
a) Services rendered
The breakdown of the rendering of services by category is as follows:
2011 2010
(*)
Toll motorway income 2,920,287 2,894,726
Discounts and rebates on tolls (14,082) (24,392)
Other services rendered 899,586 928,479
Others 4,892 3,532
Services rendered 3,810,683 3,802,345
(*) Breakdown of the heading of the 2010 consolidated income statement "Services rendered" considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in
application of IFRS 5 as indicated in Notes 1 and 26.
The other services rendered mainly include income for managing
telecommunications infrastructures and income for managing airports.
b) Other operating income and other income
This account includes income from the assignment of service areas and
telematic services of different toll motorway operator companies, receipt of
indemnities, etc.
“Other income” mainly includes the profit obtained from the disposal of
property, plant and equipment.
113
c) Personnel expenses
The breakdown of personnel expenses by item is as follows:
2011 2010 (*)
Wages and salaries 409,446 409,654
Social Security contributions 111,826 110,944
Post-employment costs:
Defined contributions plan (see Note 18) 6,980 6,552
Defined benefits plan (see Note 18) 8,831 6,410
Cost of other long-term commitments (see Note 18) 977 1,117
Share-based payment cost (see Note 28) 2,044 4,554
Other social welfare expenses 75,230 33,101
Personnel expenses 615,334 572,332
(*) Breakdown of the heading of the 2010 consolidated income statement "Personnel expenses" considering the impact of the
classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
The average number of employees in abertis and its subsidiary and multi-group companies during the year broken down by job category and gender
is as follows: 2011 2010
Men Women Total Men Women Total
Permanent:
- Directors 2 - 2 2 - 2
- Management 112 12 124 127 16 143
- Middle management 404 109 513 459 134 593
- Other employees 6,807 3,004 9,811 7,127 3,161 10,288
Temporary 607 499 1,106 746 629 1,375
Average number employees 7,932 3,624 11,556 8,461 3,940 12,401
Note: The average number of abertis employees at year end 31 December 2011 includes 561 employees
associated with the car parks and logistics facilities businesses (1205 at 31 December 2010). Therefore, the average number of employees without considering those associated with these businesses, which were disposed of in 2011, would total 10,995 in 2011 and 11,196 in 2010.
114
d) Financial result
The breakdown of financial income and expenses by item is as follows:
2011 2010 (*)
- Interest and other income 39,111 32,691
- Derivative financial instruments:
Cash flow hedge 16,633 14,654
Fair value hedge 12,077 30,195
Hedge of net foreign investment in non-Euro currency 8,509 6,988
- Dividends 27,170 27,170
- Impacts on financial asset measurement
IFRIC 12 (see Note 11)
73,522
40,074
-Impact recognition of the late payment interest (see Note 11) 29,471 -
- Exchange gains 19,922 18,075
Financial income 226,415 169,847
- Interest on loans from credit institutions and other loans (589,044) (592,845)
- Derivative financial instruments:
Cash flow hedge (77,703) (105,502)
Fair value hedge (32,208) (31,076)
Hedge of net foreign investment in non-Euro currency (27,438) (13,698)
- Financial restatement of provisions under IFRIC 12 (see Note 19)
(30,241) (34,773)
- Provision loans with associates (see Note 11) (42,558) (35,296)
- Exchange losses (39,871) (23,739)
Financial expenses (839,063) (836,929)
(*) Breakdown of the financial net income for 2010 considering the impact of the classification of the car parks and logistics
facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
Furthermore, the breakdown of “Variation in valuation of hedging
instruments” in consolidated results is as follows:
2011 2010
- Variation in valuation of derivative financial instruments
(800)
90.720
- Variation in fair value of hedged debt
(3,413)
(91,796)
Variation in valuation of hedging instruments (4,213) (1,076)
115
21. CONTINGENCIES AND COMMITMENTS
At 31 December 2011 the Group has given guarantees to third parties
provided by financial institutions totalling Euros 430,358 thousand (Euros
697,478 thousand in 2010, Euro 628,985 thousand without considering the
car parks and logistics facilities businesses). Of these, Euros 180,826
thousand (Euros 259,186 thousand in 2010, Euros 191,601 thousand without considering the car parks and logistics facilities businesses)
correspond to guarantees for operating commitments of the different Group
companies. The rest correspond to certain commitments assumed by
subsidiaries and associates (investments, financing, etc). These
commitments are not expected to generate significant costs.
The subsidiary company aumar has given guarantees to its investee
company Ciralsa totalling Euros 4,987 thousand (as in 2010). Furthermore,
the Company has given guarantees to its subsidiary company aulesa
totalling Euros 40 million (Euros 41 million in 2010) for a financing arrangement. Additionally, the financing contracts of the associate Alazor
include the commitment by its shareholders to make additional
contributions based on the occurrence of certain events relating to the
maintenance of financial ratios to cover and the service of the debt certain
additional non-financeable costs. These commitments are not expected to
result in significant impacts for the abertis Group.
With regard to the operator company Accesos de Madrid/Alazor, as
indicated in Note 21 of the 2010 consolidated annual accounts (and once
the measures to restore the financial balance adopted by the Administration
at the end of 2010 are established), abertis, through the subsidiary company iberpistas, which holds the current 35.12% stake in Alazor (a
holding company owning all the shares of Accesos de Madrid), can decide to
execute, during a period ending March 2011, in accordance with the
provisions of certain arrangements with the other shareholders of Alazor,
various cross sale and/or purchase options of stakes in the aforementioned company with the other shareholders (some of which are related to the
Group), under certain conditions. Within the deadlines provided, abertis
presented the corresponding documentation so as to execute the options,
with their execution not yet resolved as at year end 31 December 2011. At
any event, on the basis of the analysis and evaluation of these arrangements entered into by iberpistas, no significant impacts on these
consolidated annual accounts have come to light.
Additionally, at the end of the financial year, the Group has a commitment
to purchase tangible assets for Euros 90,850 thousand (Euros 3,464
thousand in 2010).
116
On 16 February 2012, the National High Court rejected the contentious-administrative appeal presented by abertis telecom against the Resolution
dated 19 May 2009 of the Board of the National Competition Committee,
which imposed a fine of Euros 22.7 million on abertis telecom as it
considered that the latter had abused its dominant position in certain
contracts of 2006 and 2008. In this regard, abertis telecom will file an
appeal with the Supreme Court. At any event the final resolution of the process is not expected to have a significant impact on the equity of
abertis with regards these consolidated annual accounts.
Finally, it should be pointed out that on 8 February 2012, the Board of the
National Competition Committee issued a Resolution imposing a fine of Euros 13.7 million on abertis telecom for narrowing margins in certain
contracts. The Group intends to file a contentious-administrative appeal
against this resolution with the National High Court as it considers that the
sanction is totally unfounded, and considers that the consequences which
may arise from it would not have a material effect on these consolidated annual accounts.
22. BUSINESS COMBINATIONS
During the year ended 31 December 2011, no significant business
combinations have taking place impacting these consolidated annual
accounts.
117
23. SHAREHOLDINGS IN MULTIGROUP COMPANIES
At the close of 2011 the Group has shareholdings in the following
multigroup companies consolidated by the proportional consolidation
method:
Company Activity %
Shareholding Trados45 Motorway operator 50.00%
Autopista Central (*) Motorway operator 50.00%
Overon Communications and audiovisuals 51.00%
Overon US Communications and audiovisuals 51.00%
Adesal Communications and audiovisuals 51.00%
Hispasat (**) Satellite operator 42.06%
Areamed Motorway service areas operations 50.00%
(*) Effective indirect interest through invin of 28.85%. (**) Indirect interest through Abertis Telecom of 33.38% and through Eutelsat of 8.68%.
The effect of the proportional consolidation of multi-group companies
broken down by business segment on the annual consolidated accounts of the Group are set out further below.
31 December 2011
Motorways Telecom Total ASSETS
Non-current assets 397,638 379,942 777,580
Current assets 71,043 95,640 166,683
468,681 475,582 944,263
LIABILITIES
Non-current liabilities 392,538 180,393 572,931
Current liabilities 34,748 53,803 88,551
427,286 234,196 661,482
NET ASSETS 41,395 241,386 282,781
RESULTS
Income 91,533 129,832 221,365
Expenses (84,960) (101,572) (186,532)
Net income attributed to equity
holders of the Company
6,573
28,260
34,833
Note: These amounts have been included in the consolidated balance sheet and consolidated income statement.
118
As a consequence of the corporate reorganisation indicated in Note 26, the companies Saba Aparcamientos de Levante, S.L., Parc Logístic de la Zona
Franca, arasur and cilsa were recorded using proportional consolidation up
to 26 October 2011, the date on which the car parks and logistics facilities
operating segments were disposed of.
31 December 2010
Motorways Telecom Car parks Logistics Total ASSETS
Non-current assets 414,554 351,321 4,119 192,551 962,545
Current assets 65,354 97,009 275 6,233 168,871
479,908 448,330 4,394 198,784 1,131,416
LIABILITIES
Non-current liabilities 408,200 157,212 444 131,551 697,407
Current liabilities 29,039 66,389 62 16,587 112,077
437,239 223,601 506 148,138 809,484
NET ASSETS 42,669 224,729 3,888 50,646 321,932
RESULTS (*)
Income 88,385 128,252 - - 216,637
Expenses (83,463) (91,718) - - (175,181)
Net income attributed to equity
holders of the Company
4,922
36,534
-
-
41,456
Note: These amounts have been included in the consolidated balance sheet and consolidated income statement. (*) Breakdown of the 2010 net income considering the impact of the classification of the car parks and logistics
facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
24. ENVIRONMENT
The criteria of the Group is to give maximum attention to the environmental
protection and conservation activities, and each subsidiary company adopts
the necessary measures to minimise the environmental impact of the infrastructures managed in order to achieve the maximum possible
integration into their respective surroundings.
In 2011, the Group invested Euros 19,964 thousand on improving the
environment (Euros 31,387 thousand in 2010, Euros 31,067 thousand if we exclude the car parks and logistics facilities businesses) mainly through the
following activities:
119
Cleaning, gardens and clearings along the motorways, as well as improvements to the service and rest areas, and reduction of unsightly
visual impact and noise levels.
Collection and removal of hazardous urban waste.
To a lesser extent, implementation of measures aimed at optimising
water management, reducing energy consumption and reducing noise
pollution.
25. SEGMENT REPORTING
The different activities of the Group are organised and administered separately according to the nature of the infrastructures managed, with each
segment forming a strategic business unit that manages different types of
infrastructures in different markets, so that the governing bodies of the
Group can use the segment reporting for decision making.
The business segments have been defined by Management as the
combination of assets and operations engaged in the management of
infrastructures subject to risks and rewards that are distinct from other
business segments. The main factors considered in the identification of
business segments have been the nature of the infrastructures managed
and the operations carried out, so that the Group can organise its management in the following operating segments:
Motorways: construction, maintenance and operation of motorways
under concession; management of motorway concessions in Spain and
internationally; construction of motorway infrastructures and complementary activities to construction, maintenance and operation
of motorways.
Telecommunications: establishment of any type of infrastructures
and/or communication networks, as well as the supply, management,
commercialisation and distribution of all types of related services, including the establishment and operation of fixed and mobile
telecommunication networks and the supply of any type of service
over these networks.
Airports: construction and/or management of airports that are owned
or under concession.
Others: corresponds mainly to the activity carried out by the Parent
Company (holding company, leadership and management of the Group
companies) and other companies that provide services and financing
to Group companies.
120
As indicated in Note 26, in 2011 abertis took the decision to discontinue the car parks and logistics facilities operating segments. Therefore, from the
close of 30 June 2011 up to their subsequent disposal with effect on 26
October 2011, these operating segments were presented as discontinued
operations in accordance with IFRS 5 "Non-current assets held for sale and
discontinued operations". The business segments that are reported obtain their recurrent revenues
depending on the nature of the service provided as described in Note 3.o,
where the customer type is the final user of the facility. The income from the
telecommunications business is generated mainly from the sale of the service
provider to radio, television and telephony operators and local government bodies, and in the case of the airports segment, to aeronautics companies.
The Directors, the highest level of decision-making on operations of the
Group, analyse the results of each segment, including the profit from
operations, since that is where the ordinary expenses and income can be directly attributed or reasonably distributed amongst the segments.
The operating result for each segment in the financial year and the share of
the associates in the result is detailed as follows:
31 December 2011
Motorways Telecom Airports Others Total Rendering of services 3,022,846 504,552 275,911 7,374 3,810,683
Other income 75,614 7,703 16,609 4,180 104,106
Operating income
3,098,460
512,255
292,520
11,554
3,914,789
Operating expenses (937,393) (277,561) (206,075) (27,830) (1,448,859)
Trade provisions (5,721) (6,974) (326) 837 (12,184)
Gross operating income
2,155,346
227,720
86,119
(15,439)
2,453,746
Depreciation (767,387) (107,493) (50,601) (9,229) (934,710)
Provisions for impairment
-
-
(1,678)
-
(1,678)
Operating profit
1,387,959
120,227
33,840
(24,668)
1,517,358
Share in the earnings from
associates
29,864
92,007
2,671
-
124,542
Unassigned earnings (1) (616,861)
Profit before tax
1,025,039
(1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts due to the application of IFRIC 12.
121
31 December 2010 (*)
Motorways Telecom Airports Others Total Rendering of services 2,996,616 538,453 263,447 3,829 3,802,345
Other income 81,819 13,243 13,980 5,179 114,221
Operating income
3,078,435
551,696
277,427
9,008
3,916,566
Operating expenses (936,662) (330,574) (195,133) (38,828) (1,501,197)
Trade provisions (3,967) (3,604) (919) 147 (8,343)
Gross operating income
2,137,806
217,518
81,375
(29,673)
2,407,026
Depreciation (745,112) (111,546) (54,907) (11,224) (922,789)
Provisions for impairment
-
(187)
-
-
(187)
Operating profit
1,392,694
105,785
26,468
(40,897)
1,484,050
Share in the earnings from
associates
26,943
87,093
2,883
-
116,919
Unassigned earnings (1) (668,158)
Profit before tax
932,811
(1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts due to the application of IFRIC 12.
(*) 2010 consolidated income statement considering the impact of the classification of the car parks and logistics facilities
operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
The assets and liabilities of the segments at 31 December and the
investments in fixed assets for the year are as follows:
31 December 2011
Motorways Telecom Airports Others Total Assets 17,451,645 1,278,009 1,494,111 626,371 20,850,136
Associates 581,134 1,140,705 177,220 - 1,899,059
Total assets 18,032,779 2,418,714 1,671,331 626,371 22,749,195
Total liabilities 14,631,996 1,610,051 895,963 1,195,472 18,333,482
Investment for the year
in fixed assets (*)
401,967
101,133
23,131
4,946
531,177
(*) Do not include the additions from business combinations. It is also necessary to consider those
carried out up to 30/06/11 by the car parks and logistics facilities businesses for Euros 8,367 thousand.
122
31 December 2010
Motorways Telecom Airports Car parks Logistics Others Total Assets 18,981,736 1,275,044 1,475,020 816,742 645,045 637,515 23,831,102
Associates 162,256 1,100,456 196,059 2,306 - - 1,461,077
Total assets 19,143,992 2,375,500 1,671,079 819,048 645,045 637,515 25,292,179
Total liabilities 14,390,241 1,705,217 925,036 535,725 441,468 1,841,010 19,838,697
Investment for the year
in fixed assets (*)
516,260
120,495
29,974
37,066
26,296
4,468
734,559
(*) Do not include the additions from business combinations.
The assets of the segments mainly include PPE, intangible assets, and
financial assets arising from the mixed and financial model under IFRIC 12,
inventories, accounts receivable, operating cash and deferred income.
The liabilities of the segments include operating liabilities and the
borrowings used to carry out activities.
Property investments include additions of PPE, other intangible assets and
investment property, as well as financial assets recorded as a result of the application of IFRIC 12, under the mixed or financial model.
Although as indicated above Management leads the Group bearing in mind
these operating segments, a follow-up is made of the operating results at
the geographic level as well as investments in fixed assets for the year (both assigned taking into account their location) in the following countries: 31 December 2011
Spain France United
Kingdom Chile Others Total Operating income 1,885,313 1,481,474 182,901 161,677 203,424 3,914,789
Operating expenses (624,057) (526,228) (134,972) (41,687) (134,099) (1,461,043)
Gross operating income 1,261,256 955,246 47,929 119,990 69,325 2,453,746
Depreciation (418,320) (374,839) (35,698) (84,315) (21,538) (934,710)
Provisions for impairment (1,678) - - - - (1,678)
Operating profit 841,258 580,407 12,231 35,675 47,787 1,517,358
Investment for the year in fixed
assets (*)
342,082
157,198
16,814
3,183
11,900
531,177
(*) Do not include the additions from business combinations. It is also necessary to consider those carried out up to 30/06/11 by the car parks and logistics facilities businesses for Euros 8,367 thousand.
123
31 December 2010 (*)
Spain France United Kingdom Chile Others Total
Operating income 1,927,660 1,439,669 177,213 179,723 192,301 3,916,566
Operating expenses (673,327) (525,452) (129,438) (55,405) (125,918) (1,509,540)
Gross operating income 1,254,333 914,217 47,775 124,318 66,383 2,407,026
Depreciation (420,027) (356,750) (39,345) (84,107) (22,560) (922,789)
Provisions for impairment (187) - - - - (187)
Operating profit 834,119 557,467 8,430 40,211 43,823 1,484,050
Investment for the year in fixed
assets (**)
405,389
228,365
25,705
8,470
66,630
734,559
(*) 2010 operating profit considering the impact of the classification of the car parks and logistics facilities operating segments as
discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.
(**) Do not include the additions from business combinations.
26. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES
HELD FOR SALE
The breakdown of the results of discontinued operations at the balance
sheet date of the financial year ended 31 December 2011 is as follows:
2011 2010
For sale of the shareholding in Atlantia, S.p.A 150,706 29,167
Reorganisation car parks and logistics facilities businesses
(131,606)
4,572
Profit (loss) from discontinued operations 19,100 33,739
At year-end 31 December 2011, the Group does not hold disposable group
assets and liabilities as it has completed, before the balance sheet date,
their disposal (at year-end 2010 the disposable group assets held for sale corresponded to the shareholding in Atlantia). With regard to the
reorganisation of the car parks and logistics facilities businesses, their
assets and liabilities at the time of their disposal totalled Euros 1,327,270
thousand and Euros 892,659 thousand respectively.
124
Finally, the effect on cash flows relating to discontinued operations is as follows:
2011 2010
Sale of shareholding in Atlantia, S.p.A 625,558 29,167
Reorganisation car parks and logistics facilities
businesses
543,649
(21,332)
Effect on cash flows 1,169,207 7,835
a) Sale of shareholding in Atlantia
On 13 January 2011 abertis (acting through its Italian subsidiary Acesa Italia S.r.l, of which it is the sole shareholder) began the private placement
amongst qualified investors of its 40,099,848 of Atlantia S.p.A. representing
6.68% of its share capital. This placement took place through a “quick
placement” procedure and was completed on 14 January 2011. As a result,
the sale of the stake was completed for a price of Euros 625,558 thousand, generating in 2011 a gain for consolidation purposes of Euros 150,706
thousand, which has had an additional impact on equity to that recorded at
the 31 December 2010 year end of Euros 13,233 thousand. As a result of
this operation, abertis has no stake whatsoever in the share capital of
Atlantia.
b) Reorganisation car parks and logistics facilities businesses
On 23 February 2011 abertis announced the start of the study of a reorganisation process for the structure of its businesses with the aim of
strengthening the growth of its 5 activity sectors, which could culminate
with the grouping together of its five businesses around two companies:
Abertis Infraestructuras, S.A., which would comprise the operating sectors
of motorways, telecommunications and airports, and Saba Infraestructuras,
S.A. which would comprise the car parks and logistics facilities businesses.
On 18 May 2011, and within the context of the proposal of resolutions
ratified by the Annual Shareholders' Meeting on 21 June 2011, abertis
disclosed the agreement reached by its Board of Directors to carry out the
reorganisation process of its businesses which had been announced several months previously. This agreement involved:
125
Contributing the car parks and logistics facilities businesses to the new incorporated company Saba Infraestructuras, S.A. by means of
contribution of all of the shares owned by Abertis Infraestructuras,
S.A. in Saba Aparcamientos, S.A. and Abertis Logística, S.A. through
a capital increase of Euros 399 million, equivalent to Euro 0.54 per share. This valuation was considered as fair by the independent
expert appointed by the Companies Registry.
Firstly, by offering the current shareholders of abertis the possibility
(up to 22 July 2011) of holding part of the capital of Saba Infraestructuras, S.A. by means of the payment of an interim
dividend for the 2011 profits of Euro 0.67 per share, with the
shareholders of abertis able to choose between receiving it i) in cash
or ii) in shares of Saba Infraestructuras, S.A. (at the rate of one
share of this company for one share of abertis) at the
aforementioned valuation of Euro 0.54 per share plus an additional cash sum of Euro 0.13 per share.
Transferring, in accordance with the share purchase contract which
abertis held with Criteria CaixaHolding, S.A.U. (and other third
parties), at the price of Euro 0.54 per share, the same valuation as that offered to abertis shareholders, the full amount of the shares
owned by abertis in Saba Infraestructuras, S.A. which had not been
awarded to the current shareholders as part of the payment of the
aforementioned interim dividend.
With regard to the detailed process, on 22 July 2011 at the end of the
period for swapping Abertis Infraestructuras, S.A. shares for Saba
Infraestructuras, S.A. shares, 21.94% of abertis' shareholders opted to
receive the payment of the interim dividend for the 2011 profits of Euro
0.67 per share, approved by the Annual Shareholders' Meeting held in June 2011, in shares of Saba Infraestructuras, S.A. (at the rate of one share of
this company for one share of abertis) at a valuation of Euro 0.54 per
share plus an additional cash sum of Euro 0.13 per share (see Note 13.c).
126
Finally, based on the aforementioned share purchase agreement which abertis held with Criteria CaixaHolding, S.A.U. and other third parties, on
26 October 2011 the sale was executed of the 78.06% of the shares of
Saba Infraestructuras, S.A. which were still owned by Abertis
Infraestructuras, S.A. for a total amount of Euros 311.5 million, at Euro
0.54 per share. This was the same valuation offered to the shareholders of
abertis in July during the payment of the interim dividend for the 2011 profits of Euro 0.67 per share. As indicated above, this interim dividend
could be received in shares of Saba Infraestructuras, S.A. at the rate of 1
share of this company for 1 share of abertis at a valuation of Euro 0.54 per
share plus an additional cash sum of Euro 0.13 per share. Accordingly, once the whole process described above had concluded on 26
October 2011, abertis had disposed of its entire shareholding in the car
parks and logistics facilities operating segments.
As a consequence of the whole reorganisation process carried out, and based on the provisions of IFRS 5 - "Non-current assets held for sale and
discontinued operations", at the close of 30 June 2011, the assets and
liabilities relating to the car parks and logistics facilities operating segments
were presented as disposable group assets and liabilities held for sale
following approval by the shareholders of their disposal in the second half of
the year. In addition, as these were operating segments, the full amounts of income and expenses for the period are presented as net income from
discontinued operations.
The key financial figures relating to the operations discontinued as a result
of the reorganisation of the car parks and logistics facilities businesses up to their disposal on 26 October 2011 included at year end 31 December 2011
and the corresponding comparative figures at year end 2010 are as follows:
127
2011 (10 months) 2010
(12 months) Rendering of services 144,931 160,359
Other income 12,966 28,937
Operating income 157,897 189,296
Operating expenses (100,188) (102,314)
Trade provisions (59) 420
Gross operating income 57,650 87,402
Depreciation (18,194) (36,271)
Variation in provision for impairment - (15,768)
Operating profit 39,456 35,363
Financial result (32,716) (28,138)
Share in the earnings from associates (356) 52
Profit before tax discontinued operations 6,384 7,277
Income tax (3,847) (2,705)
Profit from discontinued operations 2,537 4,572
Loss relating to the reorganisation of the car parks and logistics businesses
(190,075)
-
Income tax 55,932 -
Net loss relating to the reorganisation of the car parks and logistics businesses
(134,143)
-
Profit /loss from discontinued operations (131,606) 4,572
Cash flows of discontinued operations
2011
2010
Cash generated from operations 9,873 43,388
Net cash from investment (*) 283,170 (59,558)
Net cash from financing 250,606 (5,162)
Effect on cash flows 543,649 (21,332)
(*) Includes Euros 311,521 thousand for the sale of 78.06% of Saba Infraestructuras, S.A.
The income and expenses recognised directly in equity mainly correspond to
conversion differences and hedging reserves, with their value at the time of
the disposal being Euros 3,344 thousand and Euros -9,244 thousand
respectively.
128
The corporate reorganisation action commented above (which involved the disposal of the car parks and logistics operating segments), and based on
the sales price agreed with their buyers, determined by the level of return
required by said buyers, has resulted in a joint loss after tax of Euros -
134,143 thousand being revealed at the time of their classification as non-
current assets held for sale.
27. RELATED PARTIES
a) Directors and senior management Annual remuneration of the Board Members for their services to the Board
of Directors of the Company is fixed as a share in the liquid profits. It can
only be paid out once the payment of dividends and transfers to reserves
that the Law establishes are covered and cannot exceed, under any
circumstances, two percent of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount it decides.
The remuneration paid to directors of Abertis Infraestructuras, S.A., as
members of the Board of Directors and their relevant committees, totalled
Euros 1,862 thousand in 2011 (Euros 1,875 thousand in 2010), which is
less than the statutory limit. Total remuneration received by the Board Members of Abertis
Infraestructuras, S.A. was Euros 4,896 thousand (Euros 4,513 thousand in
2010), which corresponds to fixed and variable remuneration.
In addition, the Board Members of Abertis Infraestructuras, S.A. have received as other benefits contributions made to cover pensions and other
remuneration in kind for Euros 306 thousand and Euros 76 thousand
respectively (Euros 256 thousand and Euros 57 thousand in 2010..
The remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies of the group totalled Euros 590 thousand (Euros 832
thousand in 2010) and in associates totalled Euros 25 thousand (Euros 70
thousand in 2010), and for belonging to the advisory territorial boards
created in 2011, Euros 49 thousand.
129
Remuneration in 2011 of the members of Senior Management, understood as being the managing directors and senior personnel of the abertis Group
that carry out their management functions under direct control of the Board
of Directors, Executive Committee, Executive Chairman or Chief Executive
Officer of Abertis Infraestructuras, S.A., bearing in mind the changes in the
organisational structure, totalled Euros 4,532 thousand (Euros 3,397
thousand in 2009).
In addition, the Senior Management have received as other benefits
contributions made to cover pensions and other remuneration in kind for
Euros 424 thousand and Euros 244 thousand respectively (Euros 330
thousand and Euros 215 thousand in 2010).
The retirement benefits received by former members of Senior Management
have totalled Euros 492 thousand in 2011 (Euros 513 thousand in 2009).
Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes 3.l.iii and 28.
b) Significant shareholders
A shareholder that is understood to have significant influence in the Parent company is defined as one with the right to nominate a board member or
holding more than a 5% interest (see Note 13.a).
In addition to the dividends paid to Shareholders and the operation
described in Note 26.b, which involved the settlement of part of the extraordinary interim dividend for the 2011 profit paid by means of shares
of Saba Infraestructuras, S.A. as well as the sale of 78.06% of the
aforementioned company to Criteria CaixaHolding, S.A.U. (and other third
parties) based on the share purchase agreement which they held, the
breakdown of the balances and transactions carried out with significant shareholders is as follows:
i) Bond issues, loans and credit facilities received
2011 2010
Debt Limit Debt Limit
Loans 114,189 117,879 343,792 352,948
Credit facilities 8,907 258,633 25,778 225,080
123,096 376,512 369,570 578,028
130
Furthermore, in 2011 financial income and expenses have been recorded with related entities in the amounts of Euros 7,748 and Euros 31,745
thousand, respectively (Euros 7,140 and Euros 31,086 thousand in 2010).
Additionally, at the 2011 year end debentures have been recorded totalling
Euros 280,000 thousand (Euros 160,000 thousand in 2010).
In addition, the Company has used temporary cash funding provided by the related party La Caixa to meet its cash needs arising from its operations.
Marketing financing conditions are respected.
ii) Swaps contracted
The swaps contracted with related entities as exchange rate and/or interest
rate hedges total Euros 710,807 thousand (Euros 860,364 thousand in
2010).
iii) Financing retirement obligations
Contributions of Euros 797 thousand (Euros 93 thousand in 2010) have
been made to several insurance policies taken out with a related company to cover the obligations for defined benefits to Group employees. There are
additional assets related to this policy totalling Euros 5,963 thousand (Euros
5,600 thousand in 2010, which included Euros 15 thousand corresponding
to the car parks operating segment), and the amount relating to defined
contribution obligations totals Euros 6,292 thousand (Euros 6,758 thousand in 2010). See Notes 18 and 11.
131
iv) Purchase of assets and services purchases
2011 2010
Purchases of assets:
Acquisition of property, plant and equipment 38,691 54,831
Work completion certificates - 2,990
Finance leases 978 2,977
39,669 60,798
Services purchased:
Receipt services 7,120 11,545
Credit card commissions 3,741 3,062
10,861 14,607
v) Obligations and contingencies
The limit granted by related entities and not drawn down on the credit facilities given at the year end totals Euros 253,416 thousand (Euros
208,458 thousand in 2010).
There are facilities for guarantees with related entities limited to Euros
120,862 thousand (Euros 241,759 thousand in 2010). At the end of the year an amount of Euros 83,999 thousand has been drawn down (Euros
135,934 thousand in 2010).
Furthermore, there is an arrangement with the shareholders of Alazor
described in Note 21.
c) Associates
The most significant transactions with associates relate to accrued dividends (Euros 84,156 thousand in 2011 and Euros 76,021 thousand in 2010 - of
which at the balance sheet date Euro 6,967 thousand were outstanding,
which have been collected in 2011 -, see Note 8). The balances at the 2011
and 2010 year ends with associates are broken down in Notes 11 and 14.
132
d) Other information on the Board of Directors
In accordance with the provisions of article 229 and 230 of the Spanish
Corporate Entities Act, designed to increase the transparency of listed
companies, and publishing disclosure from directors, we set out below the
companies with the same, similar or complementary activity as that of
Abertis Infraestructuras, S.A. in which members of the Board of Directors or persons related to them, have direct or indirect shareholdings, or
undertake functions, as the case may be, as well as the offices held in
companies with the same, analogous or complementary activity as that
which constitutes the corporate purpose of Abertis Infraestructuras, S.A.,
are set out below:
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Salvador Alemany
Mas
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0263
Several
Administrator
(since 11/04/11)
and Board Member
and Chairman
(since 14/12/11)
Autopistas,
Concesionaria
Española, S.A. Toll motorway operator ---
Chairman and
Chief Executive
Officer (up to
05/10/11) and
Several
Administrator
(since 05/10/11)
Abertis Autopistas
España, S.A. Toll motorway operator --- Several
Administrator
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Board Member (up
to 05/10/11) and
Several
Administrator
(since 05/10/11)
Autopistes de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya, Aucat
Toll motorway operator --- Several
Administrator
Brisa Auto-estradas
de Portugal, S.A. Toll motorway operator --- Board Member
(until 15.04.11)
133
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Salvador Alemany
Mas
Infraestructures
Viàries de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya
Construction,
maintenance and
operation of toll
motorway concessions
--- Several
Administrator
Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Saba
Aparcamientos, S.A. Car park operations ---
Chief Executive
Officer (until
20/12/11)
Areamed 2000, S.A. Service area
operations --- Vice-Chairman
Parc Logístic de la
Zona Franca, S.A.
Development and
operations of logistics
facilities ---
Vice-Chairman
(until 15/06/11)
Consorci de Parcs
Logístics, S.L.
Management and
operations de logistics
platforms ---
Vice-Chairman
(from 08/04/11)
Centro Intermodal
de Logística, S.A.
Development and
operations of logistics
facilities --- Vice-Chairman
Abertis Telecom,
S.A. Telecommunications
services ---
Chairman and
Chief Executive
Officer (up to
05/10/11) and
Several
Administrator
(since 05/10/11)
Retevisión I, S.A. Telecommunications
infrastructure operator --- Several
Administrator
Tradia Telecom,
S.A. Telecommunications
infrastructure operator --- Several
Administrator
Abertis Airports,
S.A.
Airport development,
construction,
management and
operations
--- Several
Administrator
134
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Ramona Canals Puy
(person related Mr.
Alemany)
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0027 ---
Isidro Fainé Casas Telefónica, S.A. Telecommunications 0.01 Vice-Chairman
Telecom Italia Telecommunications 0.004 ---
Florentino Pérez
Rodríguez
ACS, Actividades de
Construcción y
Servicios, S.A.
(through
Inversiones Vesan,
S.A.)
Construction and
services 12.52 (*)
Chairman and
Chief Executive
Officer
G3T, S.L.
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.1353 ---
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Board Member
(until 05.10.11)
Francisco Reynés
Massanet
Autopistas,
Concesionaria
Española, S.A. Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Autopistes de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya, Aucat
Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Abertis México, S.L.
Holding company of
motorway companies
and technical
assistance investee
companies
---
Several
Administrator
(since 01.09.11)
Infraestructures
Viàries de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya
Construction,
maintenance and
operation of toll
motorway concessions
---
Several
Administrator
(since 01.09.11)
Gestión Integral
Concesiones, S.A.
Infrastructure
administration and
management ---
Several
Administrator
(since 01.09.11)
135
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Francisco Reynés
Massanet
Castellana de
Autopistas, S.A.
Concesionaria del
Estado
Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Autopista Vasco
Aragonesa,
Concesionaria
Española, S.A.
(avasa)
Toll motorway operator --- Board Member
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Abertis Autopistas
España, S.A. Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Autopistas de León,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Abertis Telecom,
S.A. Telecommunications
services ---
Several
Administrator
(since 05/10/11)
Tradia Telecom,
S.A. Telecommunications
infrastructure operator ---
Several
Administrator
(since 01.09.11)
Retevisión I, S.A. Telecommunications
infrastructure operator ---
Several
Administrator
(since 01.09.11)
Eutelsat
Communications Telecommunications
satellite operator ---
Board Member
(until 08/11/2011)
and natural person
representative of
the Board Member
Abertis
Infraestructuras,
S.A.
(since 08/11/11)
136
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Francisco Reynés
Massanet
Eutelsat, S.A. Telecommunications
satellite operator ---
Board Member
(until 07.11.2011)
and natural person
representative of
the Board Member
Abertis
Infraestructuras,
S.A.
(since 07.11.11)
Hispasat, S.A. Satellite operator --- Board Member
Abertis Airports,
S.A.
Airport development,
construction,
management and
operations
---
Several
Administrator
(since 01.09.11)
Desarrollo de
Concesiones
Aeroportuarias, S.L.
Holding company and
technical assistance ---
Several
Administrator
(since 01.09.11)
Abertis Americana,
S.L.
Airport development,
construction,
management and
operations
Several
Administrator
(since 01.09.11)
TBI, Ltd. Airport holding
company --- Board Member
Société des
Autoroutes du nord
et de l’est de la
France (Sanef)
Toll motorway operator --- Board Member
Serviabertis, S.L. Provision of services of
toll operations
management --- General Manager
Marcelino Armenter Telefónica, S.A. Telecommunications 0.000 ---
Spouse and
children Telefónica, S.A. Telecommunications 0.000 ---
Ángel García
Altozano
ACS, Actividades de
Construcción y
Servicios, S.A.
Construction and
services 0.108 Corporate General
Manager
Abertis Telecom,
S.A. Telecommunications
services --- Board Member
(until 05.10.11)
137
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Ángel García
Altozano
Saba
Aparcamientos, S.A. Car park operations --- Board Member
(until 20.12.11)
ACS Telefonía Móvil,
S.L. Telecommunications
services ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
ACS, Servicios y
Concesiones, S.L. Services and
concessions --- Board Member
ACS, Servicios,
Comunicaciones y
Energía, S.L.
Services,
communications and
energy --- Board Member
Admirabilia, S.L. Holding company
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Áurea Fontana, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Cariátide, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Clece, S.A. Integrated services --- Board Member
Corporate Funding,
S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
138
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Ángel García
Altozano
Dragados, S.A. Construction and
services --- Board Member
Hochtief A.G. Construction and
services --- Board Member
Iridium Concesiones
de Infraestructuras,
S.A.
Infrastructure
concessions --- Board Member
Mayor Assets, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Novovilla, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
PR Pisa, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Residencial Monte
Carmelo, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Roperfeli, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Trebol International
BV Holding company --- Board Member
Urbaser, S.A. Environment --- Board Member
139
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Ángel García
Altozano
Villa Áurea, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Villanova, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Xfera Móviles, S.A. Telecommunications
services --- Chairman
Miguel Angel
Gutiérrez Méndez
Telefónica
Internacional Telecommunications --- Board Member
Telesp-Brasil Telecommunications --- Board Member
(until 07.11.11)
Ernesto Mata López Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Board Member
(until 05.10.11)
Enric Mata Tarragó
(until 26.04.11)
Saba
Aparcamientos, S.A. Car park operations ---
Representative of
the Board Member
Caixa d’Estalvis
Unió de Caixes de
Manlleu, Sabadell i
Terrassa (UNNIM)
(until 23.03.11)
Caixa d’Estalvis
Unió de Caixes de
Manlleu, Sabadell i
Terrassa (UNNIM)
Public car park --- General Manager
Pablo Vallbona
Vadell
ACS, Actividades de
Construcción y
Servicios, S.A.
Construction and
services 0.0016 Vice-Chairman
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Chairman (until
05.10.11)
140
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Gónzalo Gortázar
Rotaeche France Telecom Telecommunications 0.0001 ---
Leopoldo Rodés
Castañé
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0005 ---
(*) Inversiones Vesan, S.A. is an equity company of Mr. Florentino Pérez, through his fully owned investee company
ROSAN INVERSIONES, S.L. (NIF B78962099) and has a 12.52% stake in ACS, Actividades de Construction y Servicios, S.A.
Furthermore, in accordance with the provisions of article 229 of the Spanish
Corporate Entities Act, the directors and persons related to them have
disclosed that they do not have any direct or indirect conflicts of interest
with the company, except for Mr. Isidro Fainé Casas, Mr. Marcelino
Armenter Vidal, Mr. Ricardo Fornesa Ribó, Mr. Gonzalo Gortázar Rotaeche,
Mr. Manuel Raventós Negra and Mr. Leopoldo Rodés Castañé, board members representing significant shareholders proposed by Criteria
CaixaCorp, who have abstained from intervening in resolutions or decisions
relating to financing operations involving the aforementioned related party,
as well as Mr. Ángel García Altozano and Mr. Pablo Vallbona Vadell, board
members representing significant shareholders proposed by de ACS.
28. SHARE-BASED PAYMENTS
As at year end 2010, on 31 December 2011, as part of the Group’s
remuneration policy, abertis maintains the following share options plans for
Abertis Infraestructuras, S.A.:
Plan 2007 adopted on 13 June 2007 by the General Meeting of
Shareholders of abertis, for management personnel of the company and
its subsidiaries.
Plan 2008 adopted on 1 April 2008 by the General Meeting of Shareholders of abertis for management and certain key employees of
the company and its subsidiaries
Plan 2009 adopted on 31 March 2009 by the General Meeting of
Shareholders of abertis for management and certain key employees of the company and its subsidiaries
141
Plan 2010 adopted on 27 April 2010 by the General Meeting of Shareholders of abertis for management and certain key employees of
the company and its subsidiaries
All four Plans have a 3-year vesting period in order to exercise the options as from the date they are given, at the end of which, the management and
key employees can exercise the options received over a period of 2 years,
which can only be settled in shares.
Each option coincides with a share, up to a maximum of 707,500 options in
Plan 2007 (representing 0.11% of the share capital of the Company), up to a maximum of 1,200,000 options in Plan 2008 (representing 0.19% of the
Company’s share capital), and up to a maximum of 1,420,000 options in
Plan 2009 (representing 0.21% of the Company’s share capital), and Plan
2010 with 2,000,000 options (representing 0.28% of the share capital).
Thus, the movement for the year for Plan 2010, Plan 2009, Plan 2008 and
Plan 2007 has been as follows: Plan 2010
(maturing in 2015) Plan 2009
(maturing in 2014) Plan 2008
(maturing in 2013) Plan 2007
(maturing in 2012)
Number of options
Exercise
price (3) (€/share)
Number of options
Exercise
price (4) (€/share)
Number of options
Exercise
price (5) (€/share)
Number of options
Exercise
price (6) (€/share)
At 1 January
2011
1,919,925
13.88
1,602,129
10.94
1,240,408
17.72
799,081
19.90
Extraordinary dividend and return
of contribution to
shareholders (1)
-
(1.07)
-
(1.07)
-
(1.07)
-
(1.07)
Bonus share issue (2)
88,635
(0.61)
74,533
(0.47)
51,482
(0.79)
33,901
(0.90)
Disposals (164,081) - (115,901) - (224,774) - (133,065) -
At 31 December 2011
1,844,479
12.20
1,560,761
9.40
1,067,116
15.86
699,917
17.93
(1) Adjustment in 2011 of the exercise price of the different option plans as a result of the impact on the share price of Abertis Infraestruturas, S.A. paying an extra interim dividend for the 2011 profits of €0.67/share and payment of an extraordinary dividend charged to the share premium account of €0.40/share as the return of contributions to shareholders.
(2) Effect in 2011 on the options granted of the bonus share issue charged to share premium account in the
proportion of 1 new share for every 20 old shares adopted by the General Meeting of Shareholders of 21 June 2011, as per Plan 2007, Plan 2008, Plan 2009 and Plan 2010.
(3) For Plan 2010 an exercise price for the options was established at the average share price of Abertis Infraestructuras, S.A. from 4 January 2010 until 26 April 2010, both inclusive (€14.57/share) adjusted by the effect of possible share bonus issues and other impacts.
(4) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis
Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.06/share) adjusted by the effect of possible share bonus issues and other impacts.
(5) For Plan 2008 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.51/share) adjusted by the effect of possible share bonus issues and other impacts.
142
(6) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (€24.19/share) adjusted by the effect of possible share bonus issues and other impacts.
Plan 2010
(maturing in 2015) Plan 2009
(maturing in 2014) Plan 2008
(maturing in 2013) Plan 2007
(maturing in 2012)
Number of options
Exercise
price (2) (€/share)
Number of options
Exercise
price (3) (€/share)
Number of options
Exercise
price (4) (€/share)
Number of options
Exercise
price (5) (€/share)
At 1 January
2010
-
-
1,484,700
11.49
1,202,813
18.60
768,877
20.89
Options granted 1,836,000 14.57 - - - - - -
Bonus share issue (1)
91,800
(0.69)
76,628
(0.55)
59,333
(0.88)
38,024
(0.99)
Additions - - 78,750 - - - - -
Disposals (7,875) - (37,949) - (21,738) - (7,820) -
At 31 December
2010
1,919,925
13.88
1,602,129
10.94
1,240,408
17.72
799,081
19.90
(1) Effect in 2010 on the options granted of the bonus share issue charged to reserves in the proportion of 1 new
share for every 20 old shares adopted by the General Meeting of Shareholders of 27 April 2010, as per Plan 2007, Plan 2008, Plan 2009 and Plan 2010.
(2) For Plan 2010 an exercise price for the options was established at the average share price of Abertis Infraestructuras, S.A. from 4 January 2010 until 26 April 2010, both inclusive (€14.5700/share) adjusted by the effect of possible share bonus issues and other impacts.
(3) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis
Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share) adjusted by the effect of possible share bonus issues and other impacts.
(4) For Plan 2008 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share) adjusted by the effect of possible share bonus issues and other impacts.
(5) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible share bonus issues and other impacts.
The fair value of the options given under Plan 2010, Plan 2009, Plan 2008
and Plan 2007 is charged to the consolidated income statement for the year as a personnel expense in the period right is generated, as indicated in Note
3.l.iii. The breakdown of the fair value of the different Plans and their
charges to the consolidated income statement for the year is a follows:
2011 2010
Plan
2010 Plan
2009 Plan
2008 Plan
2007
Total Plan
2010 Plan
2009 Plan
2008 Plan
2007
Total
Fair value 3,496 3,459 4,275 3,750 14,980 3,496 3,459 4,275 3,750 14,980
Personnel expenses
(1) (see Note 20.c)
1,146
1,249
(351)
-
2,044
820
1,305
1,604
825
4,554
(1) As indicated in Note 3.l.iii, the personnel expense for the year is recorded as a counter-entry to Company equity, and, accordingly,
the net equity effect is totally neutral.
143
The main assumptions used in the valuation of these stock option plans at
the date they are given are as follows:
Plan 2010 Plan 2009 Plan 2008 Plan 2007
Valuation model Hull & White Hull & White Hull & White Hull & White
Option exercise price (€/share) 14.5700 12.0600 20.5100 24.1887
Date given 28.04.2010 01.04.2009 02.04.2008 14.06.2007
Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012
Term of option to maturity 5 years 5 years 5 years 5 years
Term of option until first exercise date 3 years 3 years 3 years 3 years
Option type “Call /
Bermuda” “Call /
Bermuda” “Call /
Bermuda” “Call /
Bermuda” Spot price (€/share) 13.03 11.99 21.00 22.19
Forecast volatility (1) 27.52% 24.75% 21.29% 26.51%
Free risk rate 2.31% 2.63% 4.13% 4.66%
Payout ratio (2) 0.0% 0.0% 0.0% 0.0%
(1) Estimated implicit volatility based on the prices of traded shares in official markets and OTC markets
for that maturity and exercise price.
(2) The early daily redemption dates have been estimated as from the beginning of the exercise period
until the end of the exercise period based strictly on market criteria.
The Hull & White model used, unlike others, enables one to input all the
terms and conditions of the incentive plan. This model allows for the input
of aspects such as the loss of the exercise right due to resignation before
the first three years, the early exercising far from the optimal moment and the periods in which the right cannot be exercised. The model also allows
for the input of employee leaver ratios based on their role in the company’s
organisational chart.
abertis has sufficient treasury shares to meet the potential payout of
shares.
On 2 April 2011 the consolidation period of Plan 2008 ended, with no option
having been exercised at year-end 2011, as occurred with Plan 2007, whose
consolidation period ended in June 2010.
144
29. OTHER INFORMATION
a) Remuneration of auditors
During 2011 the fees invoiced by PricewaterhouseCoopers Auditores, S.L.
and other companies trading under PwC for auditing the annual accounts of the Group companies have totalled Euros 319 thousand and Euros 558
thousand, respectively (Euros 381 thousand and Euros 931 thousand in
2010, respectively, considering the impact of the sale of the car parks and
logistics facilities businesses previously classified as discontinued
operations).
In addition, the fees invoiced during the year for other services provided by
other companies trading under PwC as result of tax advice and other
services provided to the Group have totalled Euros 346 thousand and Euros
1217 thousand respectively (Euros 337 thousand and 690 thousand in 2010, considering the impact of the sale of the car parks and logistics
facilities businesses which had previously been classified as discontinued
operations).
In addition, the fees invoiced in 2011 by other auditors relating to the audit
of the annual accounts of Group companies and to other services rendered totalled Euros 683 thousand and Euros 1,223 thousand (Euros 224
thousand and Euros 532 thousand in 2010, considering the impact of the
sale of the car parks and logistics facilities businesses which had previously
been classified as discontinued operations).
b) Financial plan
In accordance with the provisions of current legislation, the operator
companies of Spanish motorways have their respective financial plans approved by the corresponding Administration.
c) Concession contracts The main concession contracts held by the abertis Group relate to the
maintenance and operation by the concessionary companies of different
motorways managed by the Group, and at the end of the concession term
the infrastructure must be returned in perfect condition to the granting
body. Furthermore, the toll rate is indexed to inflation through specific
formulas for each concession.
145
The main concession contracts of the subsidiary companies of the abertis Group, most of which under IFRIC 12 have been recorded using the
“intangible model”, are as follows:
Concession contract entered into by the French Government and sanef for the maintenance and operation of the northern motorways (A1,
Paris-L´Îlles and A2, Paris, Velenciennes) and eastern motorways (A4,
Paris-Strasbourg) in France and the Paris ring road (A16, Paris-
Boulogne-sur Mer, A26, Calais-Troyes and A29, Ammiens-Neuchatel-en
Bray), which terminates on 31 December 2029 (1964 was the year of
adjudication).
Concession contract entered into by the French Government and sapn
(fully owned by Sanef) for the maintenance and operation of the
western motorways (A13, Paris-Caen and A14, Paris-Strasbourg) in
France and the Paris ring road (A29, Le Havre-Sain Quentin), which terminates on 31 December 2029 (1964 was the year of adjudication).
Concession contract for the construction, conservation and operation of
motorways entered into by the Ministry of Public Works and acesa of the AP-7 and AP-2 motorways, which terminates 31 August 2021
(awarded in 1967). Subsequent to the aforementioned concession
contract and without an extension of the deadline, an agreement was
entered into with the granting administration (amending certain aspects
of the concession contract) to extend the AP-7 motorway between la Jonquera and Vilaseca/Salou, which involves expanding it to three lanes
over 123 km with a planned investment of Euros 500 million (see Note
11).
Concession contract for the construction, conservation and operation of motorways entered into by the Catalan Regional Government and
invicat for the C-32, C-31 and C-33 motorways of the Catalan Regional
Government, which terminates on 31 August 2021 (awarded 1967).
Subsequent to the concession contract and without an extension of the
deadline, an agreement was entered into (amending certain aspects of the concession) with the granting administration setting the general
conditions for adapting and modifying the extended stretch of the C-32
motorway between Palafolls and the connection with the GI-600 road,
together with other improvements to road and mobility management
linked to the motorway and its operations in the Maresme corridor, with a planned investment of Euros 96 million (see Note 11).
146
Concession contract entered into by the Catalan Government and aucat for the construction, maintenance and operation of the C-32 Pau Casals
motorway.
The concession terminates on 26 January 2039 (1989 was the year of
adjudication). Concession contract entered into by the Ministry of Public
Works and aumar for the construction, maintenance and operation of the toll Motorways AP-7 (Tarragona-Valencia and Valencia-Alicante) and
AP-4 (Seville-Cadiz), which terminates on 31 October 2019.
Concession contract entered into by the Ministry of Public Works and iberpistas for the construction, maintenance and operation of the
Villalba-Adanero Motorway (AP-6), which terminates on 29 January
2018 (1968 was the year of adjudication). Subsequent to the
concession arrangement and without extending its expiry date, an
arrangement was reached (modifying certain points of the concession) to expand the motorway to three lanes along the San Rafael –
Villacastín stretch, with an investment of Euros 70 million (See Note
11).
Concession contract entered into by the Ministry of Public Works and castellana for the construction, maintenance and operation of the
stretches of the AP-6 toll motorway connection with Segovia (AP-61)
and AP-6 connection with Ávila (AP-51), which terminates in November
2031 (1999 was the year of adjudication). According to the terms of the concession arrangement, and based on the traffic flow during the period
between November 2015 and November 2019, the term of the
concession could be extended until November 2036.
Concession contract entered into by the Ministry of Public Works and
avasa for the construction, maintenance and operation of the Bilbao-Zaragoza section of the Ebro Motorway, now known as the AP-68
motorway, which terminates on 11 November 2026 (1973 was the year
of adjudication).
Concession contract entered into by the Ministry of Public Works and aulesa for the construction, maintenance and operation of the León-
Astorga toll motorway, which terminates on 11 March 2055 (2000 was
the year of adjudication).
Concession contract entered into by the Regional Government of Madrid and Trados 45 for the construction, maintenance and operation of the
O’Donnell – N-IV stretch of the M-45 Road in Madrid, which terminates
in August 2029.
147
Concession contract entered into by the Argentine Government and GCO for the construction, maintenance and operation of the Autopista
del Oeste, which terminates on 31 December 2018.
Concession contract entered into by the Ministry of Public Works of
Chile and Autopista Central for the construction, maintenance and
operation of the North – South corridor and the General Velásquez corridor, both in the city of Santiago de Chile, which terminates on 3
July 2031.
Concession contract entered into by the Ministry of Public Works of
Chile and Rutas del Pacífico for the construction, maintenance and operation of the trunk Santiago – Valparaíso – Viña del Mar trunk and
the Southern Trunk, with a maximum term of 25 years, August 2024.
Concession contract entered into by the Ministry of Public Works of
Chile and Sociedad Concesionaria del Elqui, S.A. (elqui) for the construction, maintenance and operation of Ruta 5 along the Los Vilos –
La Serena stretch, which terminate in December 2022.
Concession contract entered into by the Authority for Roads, Transport
and Motorways of Puerto Rico and Company S.E. (apr) for the
construction, maintenance and operation of the Teodor Moscoso Bridge in San Juan De Puerto Rico, last amended on 2 September 2009. The
concession terminates in February 2044.
Concession contract entered into by the Unidad Administrativa Especial
de la Aeronáutica Civil (Special Civil Aeronautic Administrative Unit) and codad for the construction, maintenance and operation of the first and
second runway of the El Dorado Airport in the city of Bogota, Colombia,
which finishes on August 2015.
This concession contemplates minimum guaranteed revenues, which, amongst others, has meant it is subject to IFRIC 12, using the financial
model. Therefore, the concession is booked as a financial asset whose
amount is decreased as net compensation is received during the year,
and is increased as financial income accrues from the collection right
booked. Furthermore, only operating income that is related to the maintenance expenses of the concession is recorded, along with its
respective margin. (see Note 3.d.ii)
148
TBI operates five airports under concession:
London Luton: 9.5 million passengers in 2011 (8.8 million in 2010). The
concession expires in August 2028.
Orlando Sandford: 1.6 million passengers in 2011 (1.1 million in 2010).
The concession expires in August 2037.
La Paz, Santa Cruz and Cochabamba: Bolivian airports with 4.1 million
passengers in 2011 (3.7 million in 2010). Concessions terminate in
March 2022.
DCA owns companies operating 14 airports under concession (excluding the
available-for-sale investment in SCL, which manages the Arturo Merino
Internacional Airport in Santiago de Chile):
Sangster International Airport (Montego Bay, Jamaica), 3.3 million
passengers in 2010 (3.3 million in 2010). The concession terminates in
April 2033.
Alfonso Bonilla Airport (Cali, Colombia), 3.1 million passengers in 2010
(3.1 million in 2010). The concession terminates in September 2020.
12 airports in Mexico, owned by GAP (indirect 5.80% held by abertis),
with 20,2 million passengers in 2011 (20.2 million in 2010). The
concessions terminate in November 2048.
The booking of the airport concession contracts of tbi and dca are not
subject to the application of IFRIC 12 as they do not meet all of the
requirements established under IFRIC 12 (mainly since they are concessions
without a regulated price).
149
30. SUBSEQUENT EVENTS
In addition to that indicated in Note 21, on 12 January 2012, abertis
(acting through its Spanish subsidiary Abertis Telecom S.A.U, of which it is
the sole shareholder) began a private placement process among qualified
investors of 35,218,237 shares of Eutelsat Communications, S.A. (Eutelsat),
representing 16% of its share capital. The placement was carried out by means of a procedure known as "accelerated placement" and terminated on
13 January 2012. As a result, the aforementioned shareholding was sold at
a price of €27.85/share, equivalent to Euros 981 million, leading to a net
gain for consolidated purposes in 2012 of Euros 394 million. As a result of
this operation, abertis maintains a 15.35% stake in the share capital of Eutelsat.
Finally, it should be pointed out that on 21 February 2012 abertis (acting
through its Spanish subsidiary Abertis Telecom S.A.U, of which it is the sole shareholder) reached an agreement with Telefónica de Contenidos, S.A.U.
to purchase 13.23% of the share capital of Hispasat, S.A. for Euros 124
million. This transaction is subject to, inter alia, approval by the Council of
Ministers, and consolidates abertis as the leading shareholder of Hispasat
with a direct stake of 46.6%
***************
Barcelona, 21 February 2012
150
APPENDIX I. Subsidiaries in the consolidation scope
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
DIRECT
SHAREHOLDINGSS
Abertis Infraestructuras
Finance, B.V. Prins bernhardptin, 200 1097JB
Ámsterdam (Netherlands) 2,000 100.00% abertis Full
consolidation Financial services PwC
Serviabertis, S.L. Av. Parc Logístic, 12-20 Barcelona 12,003 100.00% abertis Full
consolidation Administrative and technological
management services PwC
Toll motorway
operations
Abertis Motorways UK,
Ltd. Hill House, 1 Little New Street,
London EC4A 3TR United Kingdom 23,363 100.00% abertis Full
consolidation Holding company PwC
Abertis Infraestructuras
Chile Limitada (abertis
Chile)
Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 88,208 100% (1) abertis Full
consolidation Toll motorway operator PwC
Abertis USA Corp. 1737 H ST NW, 2nd floor,
Washington DC 2006 447 100.00% abertis Full
consolidation
Development and management of
transport and communication
infrastructures -
Abertis Autopistas
España, S.A. Av. Parc Logístic, 12-20 08040
Barcelona 551,533 100.00% abertis Full
consolidation Study, development and
construction of civil infrastructure PwC
Abertis Portugal SGPS,
S.A.
Avda. General Norton de Matos 21ª,
Miraflores 1495-147, Arquiparque
Algés Oeiras (Portugal) 578,161 100.00% abertis Full
consolidation Holding company PwC
Abertis México Av. Parc Logístic, 12-20 08040
Barcelona 3 100.00% abertis Full
consolidation
Construction, maintenance and
operation of toll motorway
concessions -
Gestión Integral de
Concesiones S.A.(GICSA) Av. Parc Logístic, 12-20 08040
Barcelona 60 100.00% abertis Full
consolidation Infrastructure administration and
management -
(1) Shareholding abertis: 100%. Direct 99.98%; indirect through Gicsa 0.02%.
Autopistas de Puerto Rico
y Compañía, S.E. (APR)
Montellanos Sector Embalse San
José - San Juan de Puerto Rico
00923 (Puerto Rico) 22,416 100.00% abertis Full
consolidation Infrastructure operator PwC
151
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Autopistas Corporation Montellanos Sector Embalse San
José San Juan de Puerto Rico
00923 (Puerto Rico) - 100.00% abertis Full
consolidation Infrastructure administration and
management -
Inversora de
Infraestructuras, S.L.
(INVIN)
Av. Parc Logístic, 12-20 08040
Barcelona 393,043 57.70% abertis Full
consolidation Holding company PwC
Holding d’Infrastructures
de Transport, S.A.S 30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 931,507 52.55% abertis Full
consolidation Holding company PwC
Abertis Americana, S.L. Av. Parc Logístic, 12-20 08040
Barcelona 3 100.00% abertis Full
consolidation Construction, maintenance and
operation of civil airports -
Abertis USA Holding LLC 1737 H Street NW, Suite 200
Washington DC, 20006 - 100.00% abertis Full
consolidation Dormant -
Telecommunications
Abertis Telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 326,433 100.00% abertis Full
consolidation Telecommunications services Other
auditors
Airports
Abertis Airports. S.A. Av. Parc Logístic, 12-20 08040
Barcelona 34,704 100.00% abertis Full
consolidation
Airport development,
construction, management and
operations
Other
auditors
Airport Concesion and
Development Limited
(ACDL)
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
711,877 90.00% abertis Full
consolidation Holding company Other
auditors
Compañía de Desarrollo
Aeropuerto Eldorado,
S.A.(CODAD)
Aeropuerto El Dorado, Muelle
Internacional piso 2 Costados Sur
Bogotá D.C. Colombia 45,751 85.00% abertis Full
consolidation Airport construction and
maintenance Other
auditors
INDIRECT
SHAREHOLDINGS
152
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Through Abertis
Autopistas
Autopistas, C.E.S.A.
(ACESA) Av. Parc Logístic, 12-20 08040
Barcelona 3,578,000 100.00%
abertis
Autopistas
España, S.A.
Full
consolidation Toll motorway operator PwC
Autopistas Aumar,
S.A.C.E. (AUMAR) Paseo de la Alameda, 36, Valencia 903,000 100.00%
abertis
Autopistas
España, S.A.
Full
consolidation Toll motorway operator PwC
Iberpistas, S.A.C.E. Pío Baroja, 6, Madrid 553,000 100.00%
abertis
Autopistas
España, S.A.
Full
consolidation Toll motorway operator PwC
Infraestructuras Viàries
de Catalunya, S.A. Av. Parc Logístic, 12-20 08040
Barcelona 457,000 100.00%
abertis
Autopistas
España, S.A.
Full
consolidation
Construction, maintenance and
operation of toll motorway
concessions PwC
Autopistes de Catalunya,
S.A. (AUCAT) Av. Parc Logístic, 12-20 08040
Barcelona 162,352 100.00% Acesa Full
consolidation Toll motorway operator PwC
Grupo Concesionario del
Oeste, S.A. (GCO) (2) Ruta Nacional nº7, km25,92
Ituzaingó (Argentina) 24,498 48.60% Acesa Full
consolidation Toll motorway operator PwC
Castellana de Autopistas,
S.A.C.E. Pío Baroja, 6. Madrid 248,730 100.00% Iberpistas Full
consolidation Toll motorway operator PwC
Autopistas de León,
S.A.C.E. (AULESA) Villadangos del Páramo. Ctra. Santa
María del Páramo. León 54,752 100.00% Iberpistas Full
consolidation Toll motorway operator PwC
Autopistas Vasco-
Aragonesa, C.E.S.A.
(Avasa)
Barrio de Anuntzibai, s/n 48410
Orozco. Vizcaya 652,948 100.00% Iberpistas Full
consolidation Toll motorway operator PwC
Through Abertis
Infraestructuras Chile
Abertis Autopistas Chile
Ltda. Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 162,589 100% Abertis Chile Full
consolidation Holding company PwC
(2) The shares of GCO are listed on the Buenos Aires stock exchange. The average quotation for the last quarter of 2011 was Argentine Pesos 1.55. At the year end ,the
quotation was Argentine Pesos 1.65. 57.6% of the voting rights are held.
153
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Gestora de Autopistas,
S.A. (GESA) Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 1,309 100% (3)
Abertis Chile /
Abertis
autopistas Chile
Full
consolidation Toll motorway operator PwC
Sociedad Concesionaria
del Elqui, S.A. (Elqui) Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 116,757 100% (4)
Abertis Chile /
Abertis
autopistas Chile
Full
consolidation Toll motorway operator PwC
Through Inversora de
Infraestructuras, S.L.
Ladecon, S.A. Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 53,196 57.70%
Invin, S.L. /
Inversiones
Nocedal, S.A.
Full
consolidation Investment company PwC
Inversiones Nocedal, S.A. Ruta 68, km. 17,900.
Pudahuel, Santiago (Chile) 81,127 57.70% Invin, S.L. Full
consolidation Investment company PwC
Through abertis
autopistas de Chile
Operadora del Pacífico,
S.A. Km.17,900 Ruta 68, Pudahuel,
Santiago (Chile) 906 78.85%
(5)
Abertis
autopistas Chile
/ Invin, S.L.
Full
consolidation Road maintenance, conservation
of operations PwC
Rutas del Pacífico Km.17,900 Ruta 68, Pudahuel,
Santiago (Chile) 146,134 78.85%
(6)
Abertis
autopistas Chile
/ Ladecon, S.A.
Full
consolidation Toll motorway operator PwC
Rutas II, S.A. Km.17,900 Ruta 68, Pudahuel,
Santiago (Chile) 224 78.85%
(6)
Abertis
autopistas Chile
/ Ladecon, S.A.
Full
consolidation
Development execution and
administration of all types of real
estate projects PwC
(3) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 51.00% and abertis autopistas Chile 49.00%. (4) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 25.00% and abertis autopistas Chile 75.00%. (5) Shareholding abertis: 78,85%. Indirect through abertis autopistas Chile 50.00% and Invin, S.L. 28.85%. (6) Shareholding abertis: 78,85%. Indirect through abertis autopistas Chile 50.00% and Ladecon, S.A. 28.85%.
154
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Through Holding
d’Infrastructures de
Transport, S.A.S
SANEF (Sociétés des
Autoroutes du Nord-Est
de la France)
30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 4,443,678 52.55%
Holding
d'Infrastructures
de Transport,
S.A.S
Full
consolidation Toll motorway operator PwC
HIT Finance BV Rokin 55, 1012 KK Amsterdam.
Holland 2,000
52.55%
Holding
d'Infrastructures
de Transport,
S.A.S
Full
consolidation Holding company PwC
SAPN (Société des
autoroutes Paris-
Normandie)
30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 599,909
52.53% Sanef Full
consolidation Toll motorway operator PwC
Sanef d.o.o Savska 106 10000 Zagreb. Croatia 3 52.55% Sanef Full
consolidation Engineering services PwC
Eurotoll 30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 3,000 52.55% Sanef Full
consolidation Toll transaction processing PwC
Bet Eire Flow Building Cloushaugh Business &
Technology Park
Dublin 17 Ireland 847 52.55% Sanef Full
consolidation Design and maintenance of toll
operating infrastructures PwC
Slovtoll, s.r.o. Strakova, 1 811 01 Bratislava
Slovakia 31 52.55% Sanef Full
consolidation Toll transaction processing PwC
Santoll, s.r.o. Strakova, 1 811 01 Bratislava
Slovakia 11 52.55% Sanef Full
consolidation Toll transaction processing PwC
Sanef Tolling Priory Park, Bunkers Hill Abeford,
Leeds LS25 3DF England 148 52.55% Sanef Full
consolidation Toll transaction processing
PwC
Sanef Concession 30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 37 52.48% Sanef Full
consolidation Dormant PwC
Sanef Aquitaine 30, Boulevard Gallieni 92130 Issy-
les-Moulineaux, France 500 52.55% Sanef Full
consolidation Toll motorway management and
operations PwC
SEA14 Route de Sartrouville 78 Montesson,
France 37 52.53% Sapn Full
consolidation Toll motorway management and
operations PwC
155
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Through Abertis
Telecom
Retevisión I, S.A. Av. Parc Logístic, 12-20 Barcelona 175,864 100.00% Abertis Telecom Full
consolidation Telecommunications
infrastructure operator Other
auditors
Tradia Telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 107,496 100.00% Abertis Telecom Full
consolidation Telecommunications
infrastructure operator Other
auditors
Gestora del Espectro,
S.A. Av. Parc Logístic, 12-20
Barcelona 3 100.00% Retevisión I,
S.A. Full
consolidation
Development, implementation,
management and marketing of
telecommunication services -
Through ACDL
TBI Ltd
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
664,954 90.00% ACDL Full
consolidation Holding company Other
auditors
TBI Finance Ltd
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
0 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
Airport Group
International Holdings
LLC
c/o Corporation Trust Center, 1209
Orange Street, Wilmington,
Delaware 19801, United States of
America
0 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
TBI International Airports
Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
0 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
TBI Aviation Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
0 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
TBI Financial Investments
Limited
c/o PricewaterhouseCoopers LLP, 24
Great King Street, Edinburgh, EH3
6QN 19 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
156
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Stockholm Skavsta
Flygplats AB Box 44, 611 22 Nyköping, Sweden 28,529 81.09% TBI Airport
Holdings Limited Full
consolidation Airport management and
operations Other
auditors
TBI Global ( Business
Travel) Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
154 90.00% TBI Ltd Full
consolidation Dormant Other
auditors
TBI US Operations Inc
c/o Corporation Service Company,
2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808,
EEUU
122,832 90.00% TBI (US)
Holdings Limited Full
consolidation Holding company Other
auditors
Belfast International
Airport Holdings Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
86,675 90.00% TBI Airport
Holdings Limited Full
consolidation Holding company Other
auditors
LLAG Investors (UK)
Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
0 90.00% TBI Airport
Holdings Limited Full
consolidation Holding company Other
auditors
Cardiff International
Airport Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
45,973 90.00% TBI Airport
Holdings Limited Full
consolidation Airport management and
operations Other
auditors
TBI Overseas Holdings
Inc
c/o Corporation Service Company,
2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808,
United States of America
109,859 90.00% TBI US
Operations Inc Full
consolidation Holding company Other
auditors
Orlando Sanford
International Inc
3212 Red Cleveland Boulevard,
Suite 210, Sanford, Florida,
FL32773, United States of America 17,681 90.00%
TBI US
Operations Inc Full
consolidation Airport management and
operations Other
auditors
TBI Real Estate Holdings
LLC
2711 Centreville Road, Suite 400,
Wilmington, Delaware 19808,
United States of America 2,431 90.00%
TBI US
Operations Inc Full
consolidation Real estate Other
auditors
157
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
TBI Airport Management
Inc
c/o Corporation Service Company,
2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808,
United States of America
711 90.00% TBI US
Operations Inc Full
consolidation Airport management and
operations Other
auditors
Orlando Sanford
Domestic Inc
2711 Centreville Road, Suite 400,
Wilmington, Delaware 19808,
United States of America 1 90.00%
TBI US
Operations Inc Full
consolidation Airport management and
operations Other
auditors
SFB Fueling Holding (US) 2711 Centreville Road, Suite 400,
Wilmington, Delaware 19808,
United States of America 2 90.00%
TBI US
Operations Inc Full
consolidation Holding company Other
auditors
Belfast International
Airport Limited Belfast International Airport,
Aldergrove, BT29 4AB 40,144 90.00%
Belfast
International
Airport Holdings
Limited
Full
consolidation Airport management and
operations Other
auditors
London Luton Airport
Operations Limited
TBI House
72-104 Frank Lester Way
London Luton Airport
Luton - Bedfordshire LU2 9NQ
6,314 90.00%
London Luton
Airport Group
Limited
Full
consolidation Airport management and
operations Other
auditors
TBI Oseeseas (UK) LLC c/o Corporation Service Company,
2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808, USA 23,186 90.00%
TBI Overseas
Holdings Inc Full
consolidation Technical consultancy services Other
auditors
TBI (US) Inc 2711 Centreville Road, Suite 400,
Wilmington, Delaware 19808, USA 16,030 90.00% TBI Overseas
Holdings Inc Full
consolidation Holding company Other
auditors
TBI Overseas (Bolivia)
LLC
c/o Corporation Service Company,
2711 Centreville Road, Suite 400,
Wilmington, Delaware, 19808, USA 16,030 90.00% TBI (US) LLC Full
consolidation Holding company Other
auditors
Servicios de aeropuertos
Bolivianos, S.A. Santa Cruz de la Sierra, Santa Cruz,
Bolivia 2,938 90.00% TBI Overseas
(Bolivia) LLC Full
consolidation Airport management and
operations Other
auditors
158
Shareholding
Company
Registered office
Cost
(thousand)
% (*)
Company
holding the
interest
Consolidation
method
Activity
Auditor
Through abertis
Airports
Desarrollo de
Concesiones
Aeroportuarias, S.L.
Avda. Parc Logistic 12-20 Barcelona 08040 231,826 100.00% Abertis Airports Full
consolidation Airport management and
operations Other
auditors
MBJ Airports , Ltd Sangster Internacional Airport
Montego Bay- Jamaica 25,308 74.50% DCA Full
consolidation Airport management and
operations Other
auditors
159
APPENDIX II. Multi-group companies in the consolidation scope
Shareholding
Company
Registered office
Cost
(Thousand)
% (*)
Company holding the
interest
Consolidation
method
Activity
Auditor Through Abertis
Autopistas España
Autopista Trados-45,
S.A. (TRADOS-45) Ctra. M-203 P.K. 0,280.
Madrid 45,456 50.00% Iberpistas Proportional
consolidation Infrastructure
operator PwC
Areamed 2000, S.A. Avda. Diagonal, 579-587 5ª
planta 08014 Barcelona 5,342 50.00% Abertis Autopistas
España Proportional
consolidation Service area
operations Other
auditors
Through Inversora
de Infraestructuras
Autopista Central San José N° 1145, San
Bernardo, Santiago 72,011 28.85% (7) Invin, S.L. /
Inversiones Nocedal Proportional
consolidation Toll motorway
operator Other
auditors
Through Abertis
Telecom
Servicios
Audiovisuales Overon,
S.L. (overon)
Avda. Parc Logístic, 12-20.
Barcelona 22,598 51.00% Abertis Telecom Proportional
consolidation
Telecommunications
and audiovisual
services
Other
auditors
Overon US 7291, Nw 74th Street 33166
Miami (Florida) 34 51.00% Servicios Audiovisuales
Overon, S.L. Proportional
consolidation
Telecommunications
and audiovisual
services
Other
auditors
Hispasat, S.A. c/ Globelas, 41
Madrid 323,367 42.06% (8) Abertis Telecom /
Eutelsat Proportional
consolidation Satellite operator Other
auditors
Adesal Telecom Ausias March 20, Valencia 3,297 51.00% Tradia Telecom Proportional
consolidation
Construction and
operations of
telecommunications
infrastructures
Other
auditors
Hispasat Brasil Ltda. Praia do Flamengo, 200. Río
de Janeiro - BRAZIL 42,356 42.06% Hispasat, S.A. Proportional
consolidation Satellite
telecommunications Other
auditors Hispasat Canarias,
S.L.U. Tomas Miller 47-49, Las
Palmas de Gran Canaria 102,003 42.06% Hispasat, S.A. Proportional
consolidation Satellite
telecommunications Other
auditors
(7) Indirect shareholding of abertis: 28,85 %. Indirect through Invin, S.L. 14.43% and Inversiones Nocedal, S.A. 14.43%. (8) Indirect shareholding of abertis: 42,06 %. Indirect through abertis Telecom 33.38% and Eutelsat 8.68%.
160
Shareholding
Company
Registered office
Cost
(Thousand)
% (*)
Company holding the
interest
Consolidation
method
Activity
Auditor
Hispasat Canarias,
S.L.U.
Tomás Miller, 47-49.
35007 Las Palmas de
Gran Canaria
Madrid
102,003 42.06% Hispasat, S.A. Proportional
consolidation
Sale and lease of
satellites as well as
their space capacity
Other
auditors
Consultek Inc. 1550 Cowper st.
Palo Alto 16 42.06% Hispasat, S.A. Proportional
consolidation Technical consultancy
services -
Hispasat México S.A.
de CV
Agustín Manuel Chávez 1 -
001; Centro de Ciudad Santa
Fe; 01210, México, D.F. 57 20.61% Hispasat Full
consolidation
Use of the
radioelectric
spectrum,
telecommunication
networks and satellite
communication
-
Hispamar Satélites,
S.A. Praia do Flamengo, 200. Río
de Janeiro - BRAZIL 52,856
34.05% (9)
Hispasat Brasil Ltda. /
Hispasat, S.A. Proportional
consolidation Commercialisation of
satellite capacity Other
auditors Hispamar Exterior,
S.L.U. Gobelas, 41
Madrid 23,878 34.05% Hispamar Satélites Proportional
consolidation Satellite
telecommunications Other
auditors
Through Holding
d’Infrastructures
de Transport, S.A.S
Abertis Sanef
Logistique 30, boulevard Galliéni 92130
Issy-les-Moulineaux France - (10) 26.28% Sanef Proportional
consolidation
Management and
operations de logistics
platforms PwC
Sanef Saba Parkings
France 30, boulevard Galliéni 92130
Issy-les-Moulineaux France - (10) 26.28% Sanef Proportional
consolidation Car park management PwC
(9) Indirect shareholding of abertis: 34,05%. Indirect through Hispasat Brasil Ltda. 32.40% and Hispasat S.A. 1.65%. (10) Shareholding classified as held for sale with full provision allocated at 31 December 2011
161
APPENDIX III. Associates in the consolidation scope
Shareholding
Company
Registered office
Cost (Thousand
Euros)
% (*)
Assets
Liabilities
Income
Profit (loss) Company
holding the
interest
Consolidation
method
Activity
Auditor
DIRECT
SHAREHOLDINGS
Concesionaria Vial de
los Andes, S.A. (COVIANDES)
Avenida Calle 26 nº 59-
41.Piso 9 (Edificio CCI)
Santafé de Bogotá (Colombia)
18,564 40.00% 328,146 260,832 106,311 61,304 abertis Equity
method Infrastructure
operator Other auditors
Coninvial Avenida Calle 26 nº 59-41.Piso 9 (Edificio CCI)
Santafé de Bogotá
(Colombia) 8 40.00% 25,168 14,767 65,156 16,437 abertis Equity
method Construction Other auditors
Autopistas
Metropolitanas de Puerto Rico
Buchanan Office Center,
Suite 210 Road 165 #40 (Puerto Rico)
143,713 45.00% 899,989 569,206 20,508 (2,499) abertis Equity
method Toll motorway
operator Other auditors
Autopistas del Sol, S.A.
(AUSOL) Ruta Panamericana ; 2451
Boulogne (B1609JVF) Buenos Aires (Argentina)
- (11) 31.59% 108,891 165,592 92,014 6,793 abertis Equity
method Toll motorway
operator PwC
INDIRECT SHAREHOLDINGS
Through Abertis
Autopistas España S.A.
Autopista Terrassa-
Manresa, Concessionària de la
Generalitat de Catalunya, S.A.
(AUTEMA)
Autopista C-16, km 41.
Barcelona 49,567 23.72% 725,698 455,179 82,678 35,282 Acesa Equity
method Toll motorway
operator Other auditors
Ciralsa, S.A.C.E. Av. Maisonnave, 41. Alicante - (11) 25.00% 354,748 406,320 13,671 (18,148) Aumar Equity
method
Construction, conservation and
operations of toll motorways
Other auditors
Alazor Inversiones,
S.A. Carretera M-50, Km. 67,5
Área de Servicio la Atalaya Villaviciosa de Odón (Madrid)
- (11) 35.12% 820,630 647,588 26,486 (1,460) Iberpistas Equity
method Holding company Other auditors
Infraestructuras y
Radiales, S.A. (IRASA) Ctra. M100 Alcalá de
Henares a Daganzo Km 6,3 28806 Alcala de Henares
- (11) 30.0% (12) 511,241 578,053 - (14,022) Iberpistas /
Avasa Equity
method Infrastructure
administration and management
Other auditors
M-45 Conservación,
S.A. Ctra. M-203 P.K. 0,280.
Madrid 553 25.00% 884 332 1,551 - Trados-45 Equity
method Toll motorway
conservation and management
Other auditors
(11) Interest with full provision allocated at 31 December 2011. (12) Indirect shareholding of abertis: 30%. Indirect through Iberpistas, S.A.C.E. 15% and Avasa 15%. Interest with full provision allocated at 31 December 2011.
162
Shareholding
Company
Registered office
Cost (Thousand
Euros)
% (*)
Assets
Liabilities
Income
Profit (loss)
Company
holding the interest
Consolidation method
Activity
Auditor
Accesos de Madrid,
C.E.S.A. Carretera M-50, Km. 67,5 Área de Servicio la Atalaya
Villaviciosa de Odón (Madrid) 223,605 35.12% 1,202,469 1,274,828 43,844 (30,581)
Alazor
Inversiones Equity
method Toll motorway
operator Other auditors
Autopista del Henares,
S.A.C.E. (HENARSA) Ctra. M100 Alcalá de
Henares a Daganzo Km 6,3
28806 Alcala de Henares 426,550 30.00% 749,070 872,334 36,421 (5,446)
Infraestructur
as y Radiales Equity
method Toll motorway
operator Other auditors
Erredosa Infraestructuras S.A.
(ERREDOSA)
Ctra. M100 Alcalá de Henares a Daganzo Km 6,3
28806 Alcala de Henares 61 30.00% 40 - - (3)
Infraestructur
as y Radiales Equity
method Infrastructure administration
and management Other auditors
Through Abertis
Motorways Uk Ltd.
Road Management Group (RMG)
Fifth Floor 100 Wood Street London EC2V 7EX (England) 14,015 33.33% 282,041 262,278 49,834 1,161
Abertis
Motorways Uk Limited
Equity method
Toll motorway operator PwC
Through Holding
d’Infrastructures de Transport, S.A.S
A’lienor 40, rue de Liége 64000 Pau-
France 74,900 18.39% 1,240,762 971,622 35,407 (34,623) Sanef Equity
method Toll motorway
operator Other auditors
Alis Lieu-dit Le Haut Groth 27310 Bourg-Achard, France 2,258 10.34% (13) 929,809 728,000 54,258 (21,550) Sanef / Sapn Equity
method Toll motorway
operator Other auditors
Routalis SAS 11, avenue du Centre 78280 Guyancourt. France 12 15.76% 4,234 2,807 10,940 1,383 Sapn Equity
method Road transport
infrastructures management
Other auditors
Through Abertis Telecom
Torre de Collserola, S.A.
Ctra. de Vallvidrera al Tibidabo, s/n. Barcelona 2,439 41.75% 21,333 15,057 4,417 15 Retevisión Equity
method
Construction and
operations of telecommunicatio
ns infrastructure Other auditors
Consorcio de
Telecomunicaciones
avanzadas, S.A. (COTA)
C/ Uruguay, parcela 13R,
nave 6, Parque Empresarial
Magalia, Polígono Industrial Oeste
250 25.00% 3,701 1,098 1,794 63 Tradia Equity
method Telecommunicatio
ns concession operator services
Other auditors
Eutelsat (14)
Communications, S.A. c/ Balard nº 70, PARIS 1,077,136 31.35% 4,751,194 3,022,441 1,194,718 320,813
Abertis Telecom
Equity method
Telecommunications satellite
operator Other auditors
Hisdesat Servicios Estratégicos
Paseo de la Castellana, 143 - Madrid 46,512 18.09% 374,034 182,730 58,134 22,547 Hispasat Equity
method Commercialisation of space systems
for government PwC
(13) Indirect shareholding of abertis: 10,34%. Indirect through Sanef 6.13% and Sapn 4.21%. (14) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average quotations for the last quarter of 2011 was Euros 29.254. At the year end the quotation was Euros 30.15.
163
Shareholding
Company
Registered office
Cost (Thousand
Euros)
% (*)
Assets
Liabilities
Income
Profit (loss)
Company
holding the interest
Consolidation method
Activity
Auditor
Grupo Navegación por satélites, sistemas y
Servicios Isaac Newton, 1 - Madrid 138 6.01% 1,296 361 - - Hispasat Equity
method Operation of
satellite systems -
Through ACDL
SFB Fueling (US) 2711 Centreville Road, Suite
400, Wilmington, Delaware 19808, USA
583 45.00% 2,913 1,571 27,863 417 SFB Fueling Holding (US)
Equity method
Purchase-sale of fuel Other auditors
Through Abertis
Airports
Aerocali, S.A. Aeropuerto Internacional
Alfonso Bonilla Aragón Piso 3
Palmira - Valle COLOMBIA 1,679 33.33% 11,860 6,041 21,217 2,441 DCA Equity
method Airport
management and
operations Other auditors
Aeropuertos Mexicanos
del Pacífico SA de CV Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico,
44530 Guadalajara MEXICO 83,813 33.33% 254,340 19,072 2,919 11,222 DCA Equity
method
Technical assistance and
technology transfer to GAP
Other auditors
Impulso Aeroportuario
del Pacífico, S.A. de CV Avda. Mariano Otero 1249
Ala B Piso 7 Torre Pacífico, 44530 Guadalajara MEXICO
- 33.30% 36,067 35,907 1,440 (4,087) AMP Equity
method Airport
management and operations
Other auditors
Grupo Aeroportuario Pacífico, S.A.B. de C.V.
Avda. Mariano Otero 1249
Ala B Piso 7 Torre Pacífico, 44530 Guadalajara MEXICO
153,085 5.80% 1,600,445 153,326 203,455 73,112 AMP Equity method
Airport
management and operations
Other auditors
Through Abertis Portugal SGPS
Brisa - Auto-estradas de Portugal S. A (15)
Quinta da Torre da Aguilha.
Ed. Brisa, 2785-589. Sao Domingos de Rana - Cascais
(Portugal) 223,053 14.61% 5,769,843 4,091,629 595,754 110,887
Abertis Portugal
SGPS Equity method
Toll motorway operator Other auditors
(15) Data corresponding to the last available information (30 September 2011). Brisa shares are listed on the Portuguese Stock Market. The average quotations for the last quarter of 2011 was Euros 2.455. At the year
end the quotation was Euros 2.55.
164
ABERTIS INFRAESTRUCTURAS, S.A.
AND SUBSIDIARY COMPANIES
CONSOLIDATED MANAGEMENT REPORT FOR 2011
1. INFORMATION REQUIRED UNDER THE PROVISIONS OF
ARTICLE 262 OF THE CORPORATE ENTERPRISES ACT
The abertis Group provides its services in the area of infrastructure management serving mobility and communications. It operates in the
sectors of motorways, telecommunication infrastructure and airports.
As indicated below, in 2011 the Group decided to discontinue the car parks
and logistics facilities sectors, the sale of which culminated on 26 October
2011.
Significant events
With the aim of strengthening the growth of the five sectors in which the Group had been operating, and once the General Meeting of Shareholders in
June 2011 had ratified the agreement reached by the Board of Directors,
abertis began the reorganisation of its businesses, grouping them around
two companies: Abertis Infraestructuras, S.A., comprising the operating
sectors of motorways, telecommunications and airports, and Saba Infraestructuras, S.A. comprising the car parks and logistics facilities
businesses.
To this end, Saba Infraestructuras, S.A. was provided with the car parks
and logistics facilities businesses through the non-monetary contribution of
the shares are owned by Abertis Infraestructuras, S.A. in Saba Aparcamientos, S.A. and Abertis Logística, S.A. by means of a capital
increase of Euros 399 million, equivalent to €0.54 per share, offering the
shareholders of abertis the possibility of holding part of the capital of Saba
Infraestructuras, S.A. by means of the payment of an interim dividend for
the 2011 profits of Euro 0.67 per share, with the shareholders of abertis able to choose between receiving it i) in cash or ii) in shares of Saba
Infraestructuras, S.A. (at the rate of one share of this company for one
share of abertis) at the aforementioned valuation of Euro 0.54 per share
plus an additional cash sum of Euro 0.13 per share. For the payment of this
dividend, abertis held 78.06% of Saba Infraestructuras, S.A.
Finally, on 26 October 2011, and in accordance with the share purchase agreement which abertis held with Criteria CaixaHolding, S.A.U. (and other
third parties), abertis sold all of its shareholding in Saba Infraestructuras,
S.A. (78.06%) for Euros 312 million (equivalent to a price of Euro 0.54 per
share, an identical valuation to that offered to abertis shareholders in the
aforementioned dividend payment).
Furthermore, In 2011 the Group has continued its activities in the
framework set by the major strategic lines for the last few years (growth,
profitability, sustainability and services) opting for selective growth in the
current economic environment, with the following noteworthy events:
In the motorways sector, in June 2011, the consortium in which
abertis has a 45% participation was selected by the Government of
Rico as “preferred bidder” for managing the 87 km of the PR-22 and
PR-5 motorways for a period of 40 years. This agreement was materialised at the end of September 2011 with the incorporation of
the company Autopistas Metropolitanas de Puerto Rico LLC
(metropistas), which is in charge of operating the aforementioned
concessions. Similarly, in 2011the sector continues with the ongoing extension of
its capacity, which has meant for acesa, in the framework of the
extension project of the AP-7 in Girona, the tender and start of
construction work of the Fornells and Sant Gregori links, as well as
the continuation of the works of extending the Vilademuls-Figueres
Sur and Figueres Sur-La Jonquera stretches (with a length of 17.3 km and 22.3 km respectively) which are expected to be finished 2012.
In addition, in the framework of the extension project of the AP-7
motorway in Tarragona and as a result of the collaboration between
the operators acesa and aumar, in April 2011 a new closed toll system was activated between Martorell and Vila-seca/Salou which
involved removing the existing toll stations in the aforementioned
motorway stretch.
Furthermore, the sanef Group has begun investments relating to the agreement signed with the French government in 2010 (“Paquet
Vert”) to implement a series of upgrades, mainly environmental, in
its motorway network, which are expected to be completed at the
start of 2013.
At any event, the sector continues with the research and introduction of the practical upgrades which ensure provision of a quality
differentiated service to customers and users in aspects such as
dynamic tolling, signposting or roadworthiness, which contribute
considerably to improving travel speed and safety, or other aspects,
including the agreement signed between abertis and ASF to allow
use of the French electronic toll services in the La Jonquera-Barcelona stretch of the AP-7 .
Finally, it is important to point out that in January 2011 abertis
completed the sale of its 6.68% share in the capital of Atlantia S.p.A.
for Euros 626 million, with abertis now holding no stake whatsoever in the share capital of Atlantia.
In the telecommunications infrastructure sector, abertis telecom
continues with research and introduction of technical upgrades both
in the provision of digital terrestrial television in Spain, and in the distribution of audio-visual content by Internet and mobile networks
(television by mobile phone etc), and in providing
radiocommunication services for public security and emergency
networks, and at the same time it continues, through its stake in
Hispasat, working on extending satellite capacity.
As indicated in Note 30 in the consolidated annual report, in January
2012 abertis telecom completed the sale of 35,218,237 shares in
Eutelsat (representing 16% of the share capital) for Euros 981
million. Following this operation, abertis telecom still maintains a
15.35% stake in the share capital of Eutelsat.
In the airport sector abertis airports has maintained the policy of
ongoing improvement of the facilities in areas such as the
optimization of security measures and the expansion and
improvement of commercial services for passengers.
Activity and results
Still affected by the negative economic environment of preceding years,
2011 was affected by the economic slowdown which has had a particular
impact on the motorway business in Spain (with a smaller fall in the volume
of heavy vehicles), although French and Chilean motorways have recorded
increases in activity over the year (with a greater increase in heavy vehicles in the case of Chilean motorways), as has occurred in the airport operations
segment. In the telecommunications infrastructure segment, the impact of
the analogue switch off, which was completed in April 2010, has been
totally offset by the provision of digital terrestrial television services, as well
as the increase in satellite activity.
Operating income totalled Euros 3,915 million, virtually without change
compared with the previous year (-0.05%), with performance clearly
influenced by the impact of the non-recurring work relating to the
extensions of coverage of digital terrestrial television, which was mainly carried out over the first half of 2010.
In the case of motorways, which continue to be the main activity sector for
the contribution to consolidated income, the average daily intensity of traffic
(the main indicator for measuring activity) for the operators as a whole fell
by 1.3% to 22,561 vehicles (basically due to the negative evolution of traffic on motorways in Spain), although this affect on the Group's income
was offset, without considering the non-recurring impact indicated above in
the telecommunications segment, mainly due to the review of the average
tariffs in the motorway operators, as well as the positive performance of the
recurring business of the telecommunications sector and the positive performance of airports.
Despite the slight fall in income, gross operating profit rose 1.9% due to the
fall in operating expenses for non-recurring work in the first half of 2010
relating to the extensions of coverage of digital terrestrial television, as a result of the impact of the measures to improve efficiency and optimise
operating costs, which the Group continues to emphasise this year.
The financial expense associated with the Group's borrowings has fallen,
mainly as a consequence of the fall in the Group's borrowings, offset by the negative impact of the floating-rate debt (16% of the total amount of debt
at 31 December 2011) arising from the increase in the benchmark interest
rate (mainly the Euribor) over most of the year (it fell slightly in the last
quarter). Despite this, the Group's total financial expenses increased mainly
as a result of the impact of negative exchange differences and the impact of
the debt refinancing operations carried out in the period.
Furthermore, the favourable evolution of the contribution of Eutelsat and
Coviandes, both consolidated by equity accounting, has led to a great
extent to the increase of this account against the 2010 year end.
It should also be noted that there has also been a decrease in the corporate
income tax rate in the United Kingdom as from 2011 from 27% to 26% and from 26% to 25% as from April 2012, and other non-recurrent tax effects
that have fostered a decrease in this tax expense in spite of the increase in
taxable profit.
With these considerations and the impact arising from the corporate reorganisation of the car parks and logistics facilities businesses and their
subsequent disposal (as well as the net result of their operations) and the
aforementioned disinvestment carried out in Atlantia S.p.A (“Profit (loss)
from discontinued operations”), the consolidated profit for the year
attributable to shareholders totalled Euros 720,094 thousand, an increase of 8.8% on the same period of the previous year.
With regard to the relative weight of the different business units on income,
the motorway sector accounted for 79% of the total, the
telecommunications infrastructures sector accounted for 13% and airports
accounted for 7%. These percentages are in line with the 2010 year-end.
Balance Sheet
Total assets at 31 December 2011 stood at Euros 22,749 million, a fall of 10% compared with year end 2010. This was basically due to the impact of
the disposal in January of the 6.68% share of the capital of Atlantia S.p.A.,
and the car parks and logistics facilities operating segments at the end of
October. Of total assets, around 60% relates to PPE and other intangible assets
(basically concessions) in line with the nature of the Group’s businesses
relating to infrastructure management. This percentage is in line with last
year.
Total investment in the motorways, telecommunications and airports
operating segments in 2011 stood at Euros 676 million corresponding
mainly to investment in expansion (76% of the total), mainly used for
extending motorway capacity, as well as the awarding in September 2011
of the concession for managing the PR-22 and PR-5 motorways in Puerto
Rico.
Consolidated net equity totalled Euros 4,416 million, 19.0% lower than at year-end 2010. It was mainly affected by the lower measurement recorded
for the stake in Brisa (Euros -234 million), as well as the impact of the
extraordinary 2011 interim dividend and the return of contributions to
shareholders approved by the General Shareholders' Meeting in June 2011
(Euros -791 million), the supplementary 2010 dividend (Euros -222 million)
and the 2011 interim dividend (Euros -233 million).
Gross financial debt at 31 December 2011 (without including the debts with
companies recorded using the equity method or the interest for loans and
bonds) totals Euros 14,273 million and represents 323% of shareholders'
equity and 63% shareholders' equity and liabilities. These percentages are higher than those at year-end 2010 as result of the aforementioned
reduction in equity and assets. Similarly, following a policy to minimise
exposure to financial risks, at year-end 2011 and in line with 2010, a
significant part of the debt (84%) is at a fixed rate of fixed by means of
hedges.
The aforementioned Gross financial debt is 5.7% lower than at year-end
2010. It was mainly affected by the sale of the 6.68% shareholding in the
capital of Atlantia S.p.A. (Euros -626 million), and the car parks and
logistics facilities segments in October.
Because of the nature of its investment activity, abertis is exposed to
different financial risks: exchange rate risk, credit risk, liquidity risk and
cash flow interest rate risk. The overall risk management program of the
Group takes into account the uncertainty of the financial markets and tries
to minimise the potentially adverse effects on global profitability of the Group as a whole basically through the setting of financing and hedging
policies depending in line with each business type.
In practice this is continuing to translate into a health financial structure,
with a high average debt maturity and a high percentage of debt at fixed rates or fixed rates that minimise to a great extent the possible effect of
tensions in the credit market.
The major generation of cash flows of most of the main businesses of
abertis allows it to maintain a financial balance that makes it possible to make new investments in upgrading the infrastructures it manages and
continue its policy, within the current economic and financial environment,
of selective investments that it has carried out in recent years without the
need for additional capital contributions from shareholders.
The Group is also exposed to a greater or lesser extent to some business risks (customer demand, concession expiry, regulatory environment,
competition, country risk, customer concentration, initial project launches)
as well as operational risk (operations, technology, fraud and integrity).
abertis minimises its exposure to these risks through control systems
(based on a combination of strategic and operational measures) and
ongoing adaptation of its policies and procedures to the growing size, complexity and geographic diversification of the Group. Please note that the
very nature of a large number of its businesses (concessions under long-
term contracts, clearly restricted scenarios and pre-set conditions)
constitute in itself a factor that minimises a large part of the business risks
it faces.
Shareholder return
As in prior years, abertis has maintained its policy of shareholder return that combines the dividend pay out with bonus share issues of one share for
every 20 shares held.
Accordingly, the General Shareholders' Meeting held on 21 June 2011
agreed the bonus share issue (carried out in the third quarter of 2011) and
the payment, inter alia, of a supplementary dividend corresponding to the 2010 profit of Euro 0.30 gross per share, which was made effective at the
end of June 2011.
In addition, the aforementioned General Shareholders' Meeting agreed to
pay, charging the Share Premium account, Euros 0.40 per share as a return of the contribution to shareholders, and within the framework of the
aforementioned reorganisation of the car parks and logistics facilities
businesses, the payment of an extraordinary interim dividend for 2011
profits of Euros 0.67 per share. The shareholders of abertis could choose to
receive the last dividend i) in cash or ii) in shares of Saba Infraestructuras, S.A. (at a rate of 1 share of this company for 1 share of abertis) at a
valuation of Euros 0.54 per share plus an additional cash amount of Euro
0.13 per share . These dividends were paid at the end of July 2011.
The Board of Directors of abertis adopted a resolution to propose to the General Meeting of Shareholders the distribution of a final dividend of Euros
0.36 gross per share against 2011 net income.
The maximum total dividend charged to 2011 profit/loss will therefore be Euros 1,007.3 million, considering the interim dividend already paid, and
represents an increase of 127% of the total dividend paid charged to the
profit/loss for the previous year (15.5% without taking into account the
impact of the extraordinary interim dividend of Euros 495.1 million, which
has already been paid).
Outlook
The next year is expected to see stabilisation in the overall motorways
business, together with an increase in tariffs favoured by 2011 inflation.
Similarly, there is expected to be an increase in the level of activity in the
airport sector and positive performance of income in the
telecommunications segment favoured by greater terrestrial and satellite
activity. At any event, it is expected that the positive performance of the different businesses together with the ongoing effort in improving efficiency
and reducing costs will allow growth of income, gross operating profit and
profit attributable to the shareholders of the company.
Although there is uncertainty about the economic environment (especially
relating to general levels of debt, sources and cost of funding and investment opportunities) and although since last year there has been a
slowdown in the Group's growth and diversification (accompanied by the
aforementioned business reorganisation carried out the year), we cannot
rule out the analysis of investment opportunities and growth providing they
meet the strict safety and profitability requirements which abertis requires from its investment portfolio, paying special attention to opportunities in the
area of international motorways (as indicated above, in September 2011
abertis, as part of a consortium, was awarded the management of the PR-
22 and PR-5 motorways in Puerto Rico).
The balance of all investments, both in terms of maturity and profitability
and geographic and sectorial diversification, and maintaining or improving
the position of the different business units, must contribute to a sustained
positive contribution from all the units in order to continue our shareholder
return policy.
In addition, there is clear uncertainty about the evolution of interest rates
(with an upward trend over most of the year, which seems to have changed
in the last quarter), although there are unlikely to show positive
development. Therefore, the Group's aforementioned hedging policy takes
on greater importance.
No new risks and uncertainties are expected beyond those indicated above
relating to the business itself or those indicated in the 2011 consolidated
annual accounts. At any event, the Group continues and will continue
making an effort to optimise its management so as to have greater control
over operating costs and investments, bearing in mind the new scenario
and economic outlook for 2012.
Treasury shares
Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds 29,885,288 treasury shares (3.85% of share
capital). The use of these Treasury shares has not been decided and will
depend on the resolutions which the Group's governing bodies may take in
the future.
Other matters
It is Group policy to pay maximum attention to environmental protection
and conservation, and each investee company adopts the measures
necessary to minimise the environmental impact of the infrastructures that they manage in order that they blend in as much as possible with their
surroundings.
Subsequent events
There have been no post-balance sheet events in addition to those
mentioned in Note 30 to the consolidated annual accounts.
2. ANNUAL CORPORATE GOVERNANCE REPORT
PUBLIC LIMITED COMPANIES LISTED ON A STOCK EXCHANGE
ISSUER’S IDENTIFYING DETAILS
DATE END OF YEAR: 31/12/2011
C.I.F. (Tax Id. Code): A-08209769
Company’s registered name: ABERTIS INFRAESTRUCTURAS, S.A.
MODEL OF ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLIC LIMITED COMPANIES LISTED ON A STOCK
MARKET
In order to better understand this template and its completion, please read the instructions
on how to fill it in provided at the end of this present report.
A - OWNERSHIP STRUCTURE A.1 Fill in the following table on the company’s share capital:
Date of last
modification Share Capital (Euros) Number of shares
Number of
voting rights
09/09/2011 2,327,969,016.00 775,989,672 775,989,672
Indicate whether there are different classes of shares and different rights associated to them:
NO
A.2 Indicate the direct and indirect holders of significant interests in your company as of the end of year, excluding the directors:
Name or registered name of the
shareholder
Number of direct
voting rights
Number of indirect
voting rights (*)
% of total voting
rights
CAJA DE AHORROS Y PENSIONES
DE BARCELONA (LA CAIXA) 0 212,666,151 27.406
JOINT SHARE OF TRÈBOL
HOLDINGS S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
0 200,454,646 25.832
Name or registered name of
indirect shareholder
Through: name or
registered name of
direct shareholder
Number of direct
voting rights
% of total
voting rights
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA) CAIXABANK, S.A. 1,278 0.000
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
CRITERIA
CAIXAHOLDING, S.A. 152,501,092 19.652
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
INVERSIONES
AUTOPISTAS, S.L. 60,161,582 7.753
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
VIDACAIXA, S.A. DE
SEGUROS Y
REASEGUROS
2,201 0.000
JOINT SHARE OF TRÉBOL HOLDINGS
S.A.R.L./ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A.
ADMIRABILIA, S.L. 79,772,767 10.280
JOINT SHARE OF TRÉBOL HOLDINGS
S.A.R.L./ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL INTERNATIONAL
BV 120,681,879 15.552
Indicate the most significant movements in the shareholding structure during the year:
Name or registered name of
shareholder Date of operation Description of the operation
CAIXABANK, S.A. 30/06/2011 Fallen below 3% of share capital
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
30/06/2011
Exceeded 25% of share capital
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
01/08/2011
Exceeded 25% of share capital
A.3 Fill in the following charts with information on the members of the Board of Directors
with voting rights:
Name or registered name of Director
Number of
direct voting
rights
Number of
indirect voting
rights (*)
% of voting
rights total
SALVADOR ALEMANY MAS 253,108 0 0.033
ISIDRO FAINÉ CASAS 62,967 0 0.008
FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000
G3T, S.L. 2,236,959 0 0.288
THÉATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. 1 0 0.000
FRANCISCO REYNÉS MASSANET 45 0 0.000
ANTONIO TUÑÓN ÁLVAREZ 1,050 10,500 0.001
EMILIO GARCÍA GALLEGO 0 0 0.000
ERNESTO MATA LÓPEZ 0 0 0.000
GONZALO GARTÁZAR ROTAECHE 18,748 0 0.002
LEOPOLDO RODÉS CASTAÑÉ 4,239 0 0.001
MANUEL RAVENTÓS NEGRA 128 0 0.000
MARCELINO ARMENTER VIDAL 6,749 2,264 0.001
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 700 0 0.000
PABLO VALLBONA VADELL 9,249 0 0.001
RAMÓN PASCUAL FONTANA 346,458 0 0.045
RICARDO FORNESA RIBÓ 1,967 0 0.000
THÉATRE DIRECTORSHIP SERVICES ALPHA
BETA, S.À.R.L. 1 0 0.000
THÉATRE DIRECTORSHIP SERVICES GAMA,
S.À.R.L. 1 0 0.000
ÁNGEL GARCÍA ALTOZANO 0 0 0.000
% of total voting rights held by the Board of Directors 0.381
Fill in the following tables on the members of the Board of Directors who hold options on
company shares:
Director’s name or registered
name
Number of
direct
options
Number of
indirect
options
Number of
equivalent
shares
% of voting
rights total
SALVADOR ALEMANY MAS 479,674 0 479,674 0.062
FRANCISCO REYNÉS MASSANET 197,071 0 197,071 0.025
A.4 Indicate, as the case may be, any relationship of a family, business, contractual or
corporate nature existing between the holders of important interests, except when
immaterial or deriving from the regular business activity:
A.5 Indicate, as the case may be, any relationship of a business, contractual or corporate
nature existing between the holders of important interests and the company, and/or its
group, except when immaterial or deriving from the regular business activity:
A.6 Indicate whether agreements between shareholders relevant to the company have been
reported to the company pursuant to section 112 of the Securities and Exchange Act. As the
case may be, briefly describe them and list shareholders bound by these agreements:
YES
% Capital affected:
25.832
Brief description of the agreement:
Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.
arranged through a shareholders’ agreement entered into on 10 August 2010, which main
purposes was to take a significant but minority shareholding through the companies Trébol
International BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer of
shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.
and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010).
Parties of the side agreement
ACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL HOLDINGS, S.À.R.L.
Indicate whether the company is aware of the existence of any joint shares amongst its
shareholders. If so, provide a brief description:
YES
% Capital affected:
25.832
Brief description of the agreement:
Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.
arranged through a shareholders’ agreement entered into on 10 August 2010, which main
purposes was to take a significant but minority shareholding through the companies Trébol
International BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer of
shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.
and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010).
Parties of the side agreement
TRÉBOL INTERNATIONAL BV
ACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL HOLDINGS, S.À.R.L.
ADMIRABILIA, S.L.
Should any changes to or termination of the above pacts, agreements or concerted shares in
the financial year under review please describe them:
NOT APPLICABLE
A.7 Indicate whether there are any natural persons or legal entities exercising or able to
exercise control over the company pursuant to section 4 of Spanish Securities and Exchange
Act. As the case may be, provide details:
NO
A.8 Complete the following tables on the Company’s treasury shares:
At the end of the financial year under review:
Number of direct shares Number of indirect shares (*) % of total share capital
29,885,288 0 3.851
(*) Through:
Total: 0
Describe any significant variations, as set out in Royal Decree 1362/2007, occurring during
the financial year:
Date of notice Total direct shares
acquired
Total indirect shares
acquired
% of total share
capital
21/11/2011 8,054,493 0 1.034
Gain / (Loss) in treasury shares during the year (thousand Euros) -6,260
A.9. Describe the terms and conditions of authorization in force granted by the General
Shareholders’ Meeting to the Board of Directors to execute the acquisitions or transfers of
treasury stock.
In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010,
authorization is given to the Board of Directors for the direct or indirect derivative acquisition through
other companies, of treasury shares as well as their preference subscription rights. Acquisition may
be made through any legally accepted form (such as purchase, swap or assignment of property as
payment) -without the nominal value of the treasury shares acquired exceeding, at any time under
this authorization, in conjunction with those already held by the Company and its subsidiaries, 10%
of the Company’s share capital at the date of acquisition- for a price equal to the listed price at the
close of business on the day before the acquisition takes places, as the case may be, with maximum
margins of plus 10% or minus 10% of such closing price, over a period of 5 years as from the date
on which this resolution is passed by the Shareholders’ Meeting. All the foregoing shall be carried out
in compliance with the other limits and requirements laid down in the Spanish Companies Act, now
the Corporate Enterprises Act adopted under Royal Legislative Decree 1/2010 of 2 July. The previous
authorization adopted by the General Meeting of Shareholders of 31 March 2009 regarding the
unused part is whereby cancelled.
We make express indication that the authorization granted to acquire treasury shares may be used
totally or partially for the acquisition of shares the Company must deliver or transfer to directors,
managers or employees of the Company and/or Abertis Group’s companies, as a consequence of the
implementation of remuneration systems based on the delivery of shares and/or granting of option
rights over shares.
Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms,
the authorization under this resolution and to undertake the other provisions of the same, and,
concurrently, and if deemed appropriate, delegate the exercising of said authorization and the other
provisions, in the manner deemed suitable, to the Chairman, Chief Executive Officer, any other
Director, the Secretary, the Vice-Chairman of the Board of Directors or any other person or persons
that the Board of Directors empowers expressly for said purpose.
To decrease share capital in order to reduce Company treasury shares that it may have on its
balance sheet with a charge against earnings or freely available reserves and in the amount which at
any time is convenient or necessary, up to the maximum number of treasury shares existing at any
time.
To empower the Board of Directors to execute the preceding resolution to reduce capital, which it can
carry out once or several times and within the maximum time limit of five years following the date of
adoption of this resolution, making the necessary arrangements and obtaining the authorization
necessary or required by the Spanish Public Limited Companies Act (now the Rewritten Text of the
Corporate Company Act) and other applicable provisions, and, particularly, re-empowering so that,
within the deadlines and limits mentioned for said undertaking, the date(s) of the specific capital
reduction(s) can be set along with their timing and use; indicating the amount of the reduction;
determining the destination of the amount of the reduction, providing, as the case may be, the
guarantees and complying with the legal requirements; adapting article 5 of the articles of
association to the new share capital aggregate; applying for the exclusion of the securities reduced
from trading and, in general, adopt any resolutions necessary for the purposes of said reduction of
treasury shares and the subsequent capital decrease; designating the persons who can intervene in
their execution.
A.10 Indicate, as the case may be, any legal and statutory restrictions on the exercising of
voting rights and any legal restriction on the acquisition or transfer of company shares.
Indicate whether legal restrictions on the exercise of voting rights exist:
NO
Maximum percentage of voting rights a shareholder may exercise by law 0
Indicate whether statutory restrictions on the exercising of voting rights exist:
NO
Maximum percentage of voting rights a shareholder may exercise by statute 0
Indicate whether there are legal restrictions to the acquisition or transfer of shares:
NO
A.11 Indicate whether the Shareholders’ Meeting has set up neutralization measures in the
event of a takeover bid pursuant to Law 6/2007.
NO If so, explain the measures adopted and the terms under which the restrictions would be
nullified:
B - MANAGEMENT STRUCTURE OF THE COMPANY B.1 Board of Directors
B.1.1 Indicate the maximum and minimum number of Board members established under
the Articles of Association:
Maximum number of Board Members 22
Minimum number of Board Members 6
B.1.2 Complete the following table with information on the Board Members:
Name or
registered
name of
director
Representative Office Date of first
appointment
Date of last
appointment
Election
procedure
SALVADOR
ALEMANY MAS -
CHAIRMAN –
CHIEF EXECUTIVE
OFFICER
21/07/1998 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
ISIDRO FAINÉ
CASAS
-
1ST VICE-
CHAIRMAN 04/09/1979 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
FLORENTINO
PÉREZ
RODRÍGUEZ
- 2ND VICE-
CHAIRMAN 13/06/2007 13/06/2007
VOTE IN
SHAREHOLDERS’
MEETING
G3T, S.L. CARMEN GODIA
BULL
3RD VICE-
CHAIRMAN 29/11/2005 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
ALPHA, S.À.R.L.
JAVIER DE JAIME
GUIJARRO
4TH VICE-
CHAIRMAN 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
FRANCISCO
REYNÉS
MASSANET
- CHIEF EXECUTIVE
OFFICER 26/05/2009 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
ANTONIO TUÑÓN
ÁLVAREZ - DIRECTOR 17/05/2011 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
EMILIO GARCÍA
GALLEGO - DIRECTOR 13/06/2007 13/06/2007
VOTE IN
SHAREHOLDERS’
MEETING
ERNESTO MATA
LOPEZ - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
GONZALO
GORTÁZAR
ROTAECHE
- DIRECTOR 17/05/2011 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
LEOPOLDO
RODÉS CASTAÑÉ - DIRECTOR 28/06/2005 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
MANUEL
RAVENTÓS
NEGRA
- DIRECTOR 23/05/2006 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
MARCELINO
ARMENTER
VIDAL
- DIRECTOR 18/09/2007 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
MIGUEL ANGEL
GUTIERREZ
MENDEZ
- DIRECTOR 30/11/2004 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
PABLO
VALLBONA
VADELL
- DIRECTOR 24/02/2004 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
RAMON PASCUAL
FONTANA - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
RICARDO
FORNESA RIBÓ - DIRECTOR 24/02/2009 31/03/2009
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
BETA, S.À.R.L.
SANTIAGO
RAMÍREZ
LARRAURI
DIRECTOR 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
GAMA, S.À.R.L.
JOSÉ ANTONIO
TORRE DE SILVA
LÓPEZ DE LETONA
DIRECTOR 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
ÁNGEL GARCÍA
ALTOZANO - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
Total number of Board Members 20
Indicate any removals/resignations during this term in the Board of Directors:
Name or registered name of the Board
member
Type of directors at time of
removal Date of removal
ENRIC MATA TARRAGÓ PROPRIETARY SHAREHOLDER 26/04/2011
B.1.3 Fill in the following tables on the Board Members and their offices:
EXECUTIVE OFFICERS
Name or registered name of director Committee proposing
appointment Office
SALVADOR ALEMANY MAS
APPOINTMENTS AND
REMUNERATION
COMMITTEE
CHAIRMAN - CHIEF
EXECUTIVE OFFICER
FRANCISCO REYNÉS MASSANET
APPOINTMENTS AND
REMUNERATION
COMMITTEE
CHIEF EXECUTIVE
OFFICER
Total number of executive officers 2
% of total Board Members 10.000
EXTERNAL PROPRIETARY DIRECTORS
Name or registered name of the
Board Member
Committee proposing
appointment
Name or registered name of
significant shareholder
represented or having proposed
appointment
ISIDRO FAINÉ CASAS APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.
FLORENTINO PÉREZ RODRÍGUEZ APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
G3T, S.L. APPOINTMENTS AND
REMUNERATION COMMITTEE INVERSIONES AUTOPISTAS, S.L.
Name or registered name of the
Board Member
Committee proposing
appointment
Name or registered name of
significant shareholder represented or
having proposed appointment
THEATRE DIRECTORSHIP
SERVICES, ALPHA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
ANTONIO TUÑÓN ÁLVAREZ APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
GONZALO GORTÁZAR ROTAECHE APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
LEOPOLDO RODÉS CASTAÑÉ APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
MANUEL RAVENTÓS NEGRA APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
MARCELINO ARMENTER VIDAL APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
PABLO VALLBONA VADELL
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
RICARDO FORNÉS RIBÓ APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
THEATRE DIRECTORSHIP
SERVICES BETA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
THEATRE DIRECTORSHIP
SERVICES, GAMA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
Total number of Proprietary Board Members 14
% of total Board members 70.000
EXTERNAL INDEPENDENT DIRECTORS
Name or registered name of director EMILIO GARCÍA GALLEGO Profile
Self-employed as Road, Canal and Port Engineer. Consultant to the company Dintrevil.la.
Name or registered name of director ERNESTO MATA LÓPEZ
Profile Vice-Chairman of Applus Servicios Tecnológicos, S.L. Name or registered name of director
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ Profile
Member of the Board of Directors of Telefónica Internacional, S.A. Name or registered name of director
RAMÓN PASCUAL FONTANA Profile Transport sector industrialist.
Total number of independent directors 4
% of total Board members 20.000
OTHER EXTERNAL DIRECTORS
Describe the reasons why the following directors cannot be considered as representatives of significant shareholders (proprietary) or independent directors and also describe their connection with the company, its managers or shareholders:
Indicate the variations which, as the case may be, may have taken place in the types of directors
during this period:
B.1.4 Explain, as the case may be, the reasons why proprietary directors have been appointed at the request of shareholders whose shareholding is below 5% of share capital.
Indicate whether formal requests to be part of the Board from shareholders have been
declined, despite their interests being the same or larger than the interests of those
whose request to appoint proprietary directors has been accepted. If so, explain the
reason for accepting those:
NO
B.1.5 Indicate whether any directors have resigned before the end of their term, whether
they have explained to the Board the reasons why and by what means, and, if having
informed the Board in writing, explain at least the reasons alleged:
YES
Name of Director
ENRIC MATA TARRAGÓ
Reason for resignation
Personal reasons.
B.1.6 Indicate, as the case may be, the powers conferred upon him or the executive officer/s:
Name or registered name of the director FRANCISCO REYNÉS MASSANET
Brief description All powers of representation and management that can be delegated. Name or registered name of the director
SALVADOR ALEMANY MAS Brief description All powers of representation and management that can be delegated.
B.1.7 Identify, as the case may be, the Board members holding office as directors or
managers in other companies that form part of the same group as the listed
company:
Name or registered name of
director
Registered name of the other
group company Office
SALVADOR ALEMANY MAS ABERTIS AIRPORTS, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS ABERTIS AUTOPISTAS ESPAÑA, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS ABERTIS TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS AREAMED 2000 S.A. VICE-CHAIRMAN
SALVADOR ALEMANY MAS AUTOPISTAS AUMAR, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS AUTOPISTAS CONCESIONARIA
ESPAÑOLA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS
AUTOPISTES DE CATALUNYA, S.A.
CONCESSIONÀRIA DE LA
GENERALITAT DE CATALUNYA
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS IBERPISTAS, S.A. CONCESIONARIA
DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS INFRAESTRUCTURES VIÀRIES DEL
ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS RETEVISIÓN I. S.A. SOCIEDAD
UNIPERSONAL
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS TRADIA TELECOM. S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AIRPORTS, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AMERICANA, S.L. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AUTOPISTAS ESPAÑA, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS MÉXICO, S.L. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTA VASCO ARAGONESA
CONCESIONARIA DEL ESTADO, S.A. BOARD MEMBER
FRANCISCO REYNÉS MASSANET AUTOPISTAS AUMAR, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTAS DE LEÓN, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTAS, CONCESIONARIA
ESPAÑOLA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET
AUTOPISTES DE CATALUNYA, S.A.
CONCESSIONÀRIA DE LA
GENERALITAT DE CATALUNYA
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET CASTELLANA DE AUTOPISTAS, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET DESARROLLO DE CONCESSIONES
AEROPORTUARIAS, S.L.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET GESTIÓN INTEGRAL DE
CONCESIONES, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET HISPASAT, S.A. BOARD MEMBER
FRANCISCO REYNÉS MASSANET IBERPISTAS, S.A. CONCESIONARIA
DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET INFRASTRUCTURES VIÀRIES DE
CATALUNYA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET RETEVISIÓN I. S.A. SOCIEDAD
UNIPERSONAL
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET SERVIABERTIS, S.L. MANAGING DIRECTOR
FRANCISCO REYNÉS MASSANET SOCIETE DES AUTOROUTES DU
NORD ET DE L’EST DE LA FRANCE BOARD MEMBER
FRANCISCO REYNÉS MASSANET TBI LTD. BOARD MEMBER
FRANCISCO REYNÉS MASSANET TRADIA TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
B.1.8 Identify, as the case may be, the company directors who are also Directors of other
Boards of Directors of companies listed in official stock markets in Spain and not part of this
group that have been reported to the company:
Name or registered name of the
director Registered name of the listed company Office
ISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN
ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. VICE-CHAIRMAN
ISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2ND VICE-CHAIRMAN
FLORENTINO PÉREZ RODRÍGUEZ ACS, ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
LEOPOLDO RODÉS CASTAÑÉ SOGECABLE, S.A. BOARD MEMBER
LEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. BOARD MEMBER
PABLO VALLBONA VADELL
ACS, ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A. VICE-CHAIRMAN
Name or registered name of the
director Registered name of the listed company Office
PABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. VICE-CHAIRMAN
B.1.9 Indicate, and, as the case may be, explain whether the company has established rules
on the number of Boards its directors may sit on:
NO
B.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’s
general policies and strategies that the Board in full has reserved for itself:
Investment and financing policy Yes
Establishment of the group structure Yes
Corporate governance policy Yes
Corporate social responsibility policy Yes
Strategic or business plan and the annual management and budget targets Yes
Remuneration policy and assessment of senior management performance Yes
Risk control and management policy an periodical follow-up of internal control and
reporting systems
Yes
Dividend and treasury share policy, especially its limits. Yes
B.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued during
the financial year:
a) The company subject of the present report:
Remuneration item Thousand Euros
Fixed remuneration 4,693
Variable remuneration 203
Per diems 0
Statutory remuneration 0
Remuneration item Thousand Euros
Share options and/or other financial instruments
0
Others 0
Total 4,896
Other benefits Thousand Euros
Advances 0
Loans granted 0
Pension Funds and Plans: Contributions 306
Pension Funds and Plans: Obligations contracted 0
Life insurance premiums 76
Guarantees given by the Company to the Directors 0
b) As members boards of directors and/or undertaking senior management in other group
companies:
Remuneration item Thousand Euros
Fixed remuneration 573
Variable remuneration 4
Per diems 38
Statutory remuneration 0
Share options and/or other financial instruments
0
Others 49
Total 664
Other benefits Thousand Euros
Advances 0
Loans granted 0
Pension Funds and Plans: Contributions 0
Pension Funds and Plans: Obligations contracted 0
Other benefits Thousand Euros
Life insurance premiums 0
Guarantees given by the Company to the Directors 0
c) Total remuneration per type of director:
Type of director By company By group
Executive directors 3,253 368
Proprietary directors 1,308 210
External independent directors 335 86
Other external directors 0 0
Total 4,896 664
d) With regard to the profits attributed to the controlling company:
Total remuneration to directors (in Thousand Euros) 5,560
Total remuneration to directors/profit attributed to the controlling company (in
%) 0.8%
B.1.12 Identify the members of senior management who are not concurrently executive
directors and indicate the total remuneration accrued in their favour during the financial year:
Name or registered name Office
FRANCISCO JOSÉ ALJARO NAVARRO
GENERAL MANAGER OF
FINANCIAL AND CORPORATE
DEVELOPMENT
ANTONI BRUNET MAURI
CORPORATE DIRECTOR OF
STUDIES AND PRESIDENTIAL
CABINET
DAVID DÍAZ ALMAZÁN GENERAL MANAGER OF
AUTOPISTAS AMÉRICA
Name or registered name Office
JORDI LAGARES PUIG
CORPORATE DIRECTOR OF
RISK CONTROL AND INTERNAL
AUDITING
SERGI LOUGHNEY CASTELLS CORPORATE DIRECTOR OF
INSTITUTIONAL RELATIONS
JOSEP MARIA CORONAS GUINART SECRETARY-GENERAL
LUIS DEULOFEU FUGUET
GENERAL MANAGER OF
INTERNAL RESOURCES AND
EFFICIENCY
JUAN MARIA HERNÁNDEZ PUÉRTOLAS CORPORATE DIRECTOR OF
COMMUNICATION
JOSÉ LUIS GIMÉNEZ SEVILLA GENERAL MANAGER OF
ABERTIS AUTOPISTAS ESPAÑA
FRANCOIS GAUTHEY GENERAL MANAGER OF SANEF
TOBÍAS MARTÍNEZ GIMENO GENERAL MANAGER OF
ABERTIS TELECOM
CARLOS FRANCISCO DEL RÍO CARCAÑO GENERAL MANAGER OF
ABERTIS AIRPORTS
Total remuneration senior management (in Thousand Euros) 4,532
B.1.13 Indicate, in the aggregate, the existence of guarantees or golden parachute clauses
in the event of dismissals or changes in company control, in favour of senior management
members, including executive directors of the Company or its Group. Indicate whether these
contracts must be reported and/or approved by the company’s or the bodies of its group:
Number of beneficiaries 3
Board of Directors General Shareholders’ Meeting
Body that authorizes the clauses YES NO
Is the General Shareholder’s Meeting informed of such clauses? YES
B.1.14 Indicate the process followed in establishing remuneration for the members of the Board of Directors and the relevant articles under the Articles of Association thereto:
Procedure for establishing the remuneration of members of the Board of Directors and
the pertinent clauses under the Articles of Association
As provided in section 4 of the Regulations of the Board of Directors, the Board of Directors is exclusively competent in full to approve the remuneration policy proposed by the Appointments and Remuneration Committee, and the appraisal of senior managers, and at the proposal of the Company’s Chief Executive Officer, the appointment and possible dismissal of senior managers, as
well as their indemnity clauses. Articles 22 and 23 of the Regulations of the Board of Directors provide as follows: “Article 22. Directors’ remuneration
Directors shall be entitled to the remuneration established by the Board of Directors in accordance with the provisions of the Articles of Association. The Board of Directors must prepare an annual report on the remuneration policy of the Directors under the legally required terms. This report shall be available to shareholders at the General Ordinary Meeting and shall be submitted to a vote on it, for consultation purposes only, with a
separate agenda item. Article 23. Remuneration of non-executive directors The Board of Directors and the Appointments and Remuneration Committee shall take all steps within their power to ensure that the remuneration of non-executive directors is in line with their
actual services and provides an incentive for their work without affecting their independence. Article 24 of Articles of Association reads as follows:
“The yearly remuneration of Directors for their management functions as members of the Board of
Directors shall be a share in the liquid profits, only to be paid after the reserves and dividends
obligations established by law have been met. Furthermore, remuneration shall not exceed, in any
case and in the aggregate, two per cent of profits. The Board of Directors shall distribute the
portion amongst its members in the form and amount at its discretion and this information shall be
recorded in the annual report in the manner established by law.
The directors that, exercising executive functions in the Company, regardless of the nature of their
legal relationship with it, have the right to receive remuneration for the rendering of these
functions, which may consist of a fixed amount, a variable complementary amount and that which
results from long-term incentive plans, such as deferred remuneration in cash, payment in shares,
recognition of share options or remuneration indexed to share value, as well as any other long-
term incentive plan approved by the Board of Directors. It can also consist of benefits which may
include pension plans and insurances and, where appropriate, social security payments. In the
event of dismissal not due to non-compliance with their functions, they shall have the right to
compensation.”
Indicate whether the entire Board has reserved the right to adopt the following resolutions:
On proposal from the Company’s chief executive, the appointment and eventual dismissal of
senior managers, and the indemnity clauses. YES
The Board members’ remuneration and the additional remuneration of executive directors due to
their executive functions and other terms with which their contracts must comply. YES
B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policy and specify its points thereunder:
YES
Fixed remuneration items, including, where applicable, a breakdown of attendance
expenses for participation in the Board Meetings and those of its Committees and an
estimate of the annual fixed remuneration which originate them.
YES
Variable remuneration. YES
Main features of pension systems, with an estimate of their amount or equivalent
annual cost.
YES
Conditions that the contracts must respect of those exercising senior management
functions, such as chief executive officers YES
B.1.16 Indicate whether the Board of Directors submits a report on the directors’
remuneration policy to a vote of the General Shareholders Meeting as a separate point on the agenda, for consultation purposes only. If so, explain the aspects of the report on
remuneration policy adopted by the Board for future years, the most important changes in such policies with regards to the current policy applied during the year under review and an overall summary on the application of remuneration policy during the year. Provide details on
the role of the Remuneration Committee and if external advice has been sought, the identity of the external consultants:
YES
Issues dealt with by the report on remuneration policy
The remuneration of the Board Members was set by the Board of Directors, at the proposal of the
Appointments and Remuneration Committee, in accordance with the criteria and within the limits set by
Article 24 of the Articles of Association. Specifically, on 24 November 2010, the Board agreed on
maintaining the previous year’s system and the amount of the annual remunerations during the year
2011 and that had been maintained from the year 2008.
Issues dealt with by the report on remuneration policy
The report on the remuneration policy of the Board of Directors also contains a description of the general
principles of the group’s remuneration policy and details that which is applied to the Board Members, and
all with respect to the year 2011, the year in progress and with respect to the remuneration policy
envisaged for future years.
Role of the Remuneration Committee
The functions of Appointments and Remuneration Committee are included in Article 14 of the Regulations
of the Board of Directors. In particular, the sections d) and e) state that the Committee must propose to
the Board the system and amount of the annual remunerations of the Board Members, as well as
periodically review the remuneration programs, considering their appropriateness and their performance.
Has external advice been sought?
Identity of external consultants
B.1.17 Indicate, where applicable, the identity of the members of the Board of Directors who
are, at the same time, members of the Board of Directors, managers or employees of companies holding significant interests in the listed company and/or in other entities of its group:
Name or registered name of the
director
Registered name of significant
shareholder Office
SALVADOR ALEMANY MAS CONSORCI DE PARCS LOGÍSTICS, S.L. VICE-CHAIRMAN
SALVADOR ALEMANY MAS SABA INFRAESTRUCTURAS, S.A. CHAIRMAN
SALVADOR ALEMANY MAS CENTRO INTERMODAL DE LOGÍSTICA,
S.A. VICE-CHAIRMAN
ISIDRO FAINÉ CASAS CRITERIA CAIXAHOLDING, S.A. CHAIRMAN
ISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN
FLORENTINO PÉREZ RODRÍGUEZ ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
THEATRE DIRECTORSHIP SERVICES
ALPHA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
GONZALO GARTÁZAR ROTAECHE CRITERIA CAIXAHOLDING, S.A.U. DIRECTOR
GONZALO GARTÁZAR ROTAECHE CAIXABANK, S.A. MANAGING DIRECTOR
OF FINANCES
LEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. DIRECTOR
MANUAL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. DIRECTOR
MANUAL RAVENTÓS NEGRA SOCIEDAD GENERAL DE AGUAS DE
BARCELONA, S.A. DIRECTOR
MARCELINO ARMENTER VIDAL CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
EXECUTIVE
ASSISTANT
MANAGING DIRECTOR
MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL
CAIXA CAPITAL PYME INNOVACIÓN,
S.C.R. DE RÉGIMEN SIMPLIFICADO,
S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL MICRO, S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.U.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL BIOMED S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL SEMILLA, S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA EMPRENDEDOR XXI, S.A. SOLE
ADMINISTRATOR
MARCELINO ARMENTER VIDAL CAIXABANK, S.A. MANAGING DIRECTOR
PABLO VALLBONA VADELL ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A. CHAIRMAN
RICARDO FORENSA RIBÓ VIDACAIXA GRUPO, S.A.U. CHAIRMAN
RICARDO FORENSA RIBÓ VIDACAIXA, S.A. DE SEGUROS Y
REASEGUROS CHAIRMAN
THEATRE DIRECTORSHIP SERVICES
BETA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
THEATRE DIRECTORSHIP SERVICES
GAMA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
ÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO
PR PISA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO URBASER, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
CORPORATE GENERAL
MANAGER
ÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO CLECE, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. CHAIRMAN
ÁNGEL GARCÍA ALTOZANO DRAGADOS SERVICIOS PORTUARIOS Y
LOGÍSTICOS, S.A. DIRECTOR
Name or registered name of the
director
Registered name of significant
shareholder Office
ÁNGEL GARCÍA ALTOZANO ROPERFELI, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO VILA ÁUREA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS, COMUNICACIONES Y
ENERGÍA, S.L. DIRECTOR
ÁNGEL GARCÍA ALTOZANO IRIDIUM CONCESIONES DE
INFRAESTRUCTURAS, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. DIRECTOR
ÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV DIRECTOR
List, as the case may be, significant relationships other than those shown in the previous heading of members of the Board of Directors side by side with significant shareholders
and/or group entities:
B.1.18 Indicate, as the case may be, the amendments made to the regulations of the board of directors during the financial year:
YES
Descriptions of modifications
At the General Ordinary Shareholders’ Meeting held on 21 June 2011, the modification was reported of the following articles of the Regulations of the Board of Directors of the Company which was approved by the Board of Directors at its meeting on 17 May 2011: Article 4 (Mission), Article 13 (The Auditing and Control Committee), Article 15 (Method of adopting the agreements), Article 16 (Appointment of Directors), Article 22 (Remuneration of the Directors), Article 24 (Duty of diligent administration), Article 27 (Duty of loyalty), Article 28 (Conflicts of Interest), Article 34
(Related persons) and Article 40 (Relations with the auditors); suppression of Article 25 (Duty of fidelity) and introduction of a new article related to “Duty of non-competition”.
B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal of
directors. Include details on the competent bodies, the procedures to be followed and the criteria applied to each procedure.
The procedures for the appointment, re-election, evaluation and removal of board members are
basically regulated under Articles 16 to 19 of the Regulations of the Board of Directors, transcribed
below:
“Article 16. Appointment of Board Members
1. The directors shall be appointed by the General Shareholders’ Meeting or by the Board of
Directors in accordance with the provisions of the Spanish Capital Company Act.
2. Proposals for the appointment of directors submitted by the Board of Directors to the
General Shareholders’ Meeting for consideration, and resolutions on the appointment of
directors adopted by the Board using the powers to co-opt members afforded to it by law, must
both be preceded by a corresponding proposal by the Appointments and Remuneration
Committee, when it is a question of independent directors, and a report for other directors.
Article 17. Appointment of non-executive directors
The Board of Directors and the Appointments and Remuneration Committee shall, within the
scope of their powers, ensure that candidates for election are persons of recognized standing,
competence and experience, and shall be particularly rigorous with respect to those who
occupy the offices of independent directors indicated in Article 5 of this Regulation and under
the terms of the standards of good governance applicable thereto.
Article 18. Term of office
1. Directors shall hold office for the term indicated under the Articles of Association and shall
be eligible for re-election.
2. Directors co-opted to the Board shall hold office until the date of the next General Meeting.
When, following a report by the Audit and Control Committee, the Board of Directors considers
the interests of the Company to be in jeopardy, a director whose term of office has ended or
who for any other reason ceases to hold office may not work for any other company that has
the same or similar corporate purposes as those of the Company and that is a competitor of
the Company in the opinion of the Board of Directors, for such period as the Board may
establish, which shall in no case be more than two (2) years.
Article 19. Removal of directors
1. Directors shall cease to hold office on expiry of their term of office and when removed by
the General Shareholders’ Meeting in exercising the powers conferred on it by law and by the
Articles of Association.
2. Directors shall tender their resignation and, if the Board of Directors considers it
appropriate, shall formally resign in the following cases: a) When they cease to hold the executive office linked to their appointment as a director. The independent directors when they have served twelve (12) years in office.
b) When they become incompatible with or barred by law from holding office.
c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour. d) When their membership on the Board could jeopardize the interests of the Company and
when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands the reduction of their proprietary directors. 3. Executive directors must tender their resignation to the Board on reaching the age of
seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.”
B.1.20 Indicate the cases which require the resignation of directors.
1) When their mandate period for which they were appointed has expired and when the General Meeting of Shareholders, in application of its legal and statutory powers, decides to remove them.
2) Directors must tender their resignation to the Board of Directors and formalize, if required by the latter, their resignation in the following cases: a) When they cease to hold the executive office linked to their appointment as a director. The independent directors when they have served twelve (12) years in office.
b) When they become incompatible with or barred by law from holding office. c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour.
d) When their membership of the Board could jeopardize the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors. Executive directors must tender their resignation to the Board on reaching the age of seventy and the
Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.
B.1.21. Explain whether the Chairman of the board of directors assumes the function of chief executive officer of the company. If so, indicate the measures taken to limit the risks of
accumulation of power by a single individual:
YES
Indicate, and as the case may be, explain whether rules have been established to empower one of the independent Board Members to call a meeting of the Board of
Directors or the addition of new points to the agenda, to coordinate and reflect the concerns of external board members and to lead the appraisal by the Board of Directors.
NO
B.1.22 Are qualified majorities, other than those legally established, required to adopt certain types of resolutions?
YES
Indicate the procedure for adoption of resolutions by the Board of Directors, including the minimum quorum and type of majorities required to adopt such resolutions:
Description of resolution: Proposals of transformation, merger, split-off or dissolution of the company, global transfer of its assets and liabilities, contribution of a branch of activity, change of business purpose, increase or decrease of share capital.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 67.00
Description of resolution: Approval and modification of the Regulations of the Board.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 67.00
Description of resolution: In the event of permanent delegation of any power of the Board of Directors conferred upon the Executive Committee or the Chief Executive Officer and the appointment of the directors to hold such offices and the appointment of the general managers of Abertis.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 66.00
Description of resolution: Investments and divestments when higher than any of the following figures: a) Two hundred million (200 million) Euros.
b) A figure equivalent to 5% of the Company’s own resources.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two third of directors present or represented 67.00
Description of resolution: Proposals of resolutions affecting the number of directors, the creation of Board of Directors’
committees, the appointment of office thereto and the appointment proposals for the boards
of directors of subsidiaries and investee companies.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two third of directors present or represented 67.00
B.1.23 Explain whether specific requirements exist to be appointed as chairman, other than those applicable to directors:
NO
B.1.24 Indicate whether the Chairman holds the casting ballot:
NO
B.1.25 Indicate whether the Articles of Association or the Regulations of the Board of
Directors establish an age limit for directors:
YES
Age limit for the Chairman Age limit for the Chief
Executive Officer Age limit for Directors
0 70 0
B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors limit the
term in office of independent directors:
YES
B.1.27 Should the number of women directors be very low or nil, explain the reasons why and the plans adopted to change that situation.
Particularly, indicate whether the Appointments and Remuneration Committee has laid down procedures to eliminate implicit biases in selection processes hindering the employment of
women and whether said Committee has deliberately sought out women who meet the profile required for the position:
NO
Indicate the main procedures
B.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of the Board of Directors. If so, describe them briefly.
Only a written proxy for each Board meeting is required.
B.1.29 Indicate the number of meetings held by the Board of Directors during the year under review. Likewise, point out, as the case may be, the number of times that the Board has met without the attendance of its Chairman:
Number of meetings of the Board of Directors 7
Maximum number of years in office 12
Reasons and plans
The Board of Directors intends to improve the presence of the number of women on the Board.
In order to do so, the Appointments Committee takes special care to meet that aim when
considering possible candidates for new appointments to the Board. Please note that the 3rd Vice-
Chairman appointed by G3T, S.L. is Ms. Carmen Godia Bull.
Number of Board meetings without the attendance of its Chairman 0
Indicate the number of meetings held by the various Board Committees during the year under review:
Number of Executive or Delegated Committee meetings 8
Number of Audit Committee meetings 8
Number of Appointments and Remuneration Committees meetings 7
Number of Appointments Committee meetings 0
Number of Remuneration Committee meetings 0
B.1.30 Indicate the number of meetings held by the Board of Directors not attended by all its members during the year under review. Representatives attending without specific instructions will be counted as non attendances:
Number of non attendances of directors during the year 4
% of non attendances over the total votes during the year 5.797
B.1.31 Indicate whether the individual and consolidated annual statements presented to the Board for approval have been previously certified:
YES
Indicate, as the case may be, the person or persons certifying the individual or consolidated annual statements for their formulation by the Board:
Name Position
SALVADOR ALEMANY MAS CHAIRMAN - CHIEF EXECUTIVE
OFFICER
FRANCISCO REYNÉS MASSANET CHIEF EXECUTIVE OFFICER
FRANCISCO JOSÉ ALJARO NAVARRO
GENERAL MANAGER OF
FINANCIAL AND CORPORATE
DEVELOPMENT
B.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors to avoid that the individual and consolidated statements that it formulates are presented to the General Shareholders’ Meeting with qualifications of the auditor’s report.
The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the company’s annual statements and those of its group are prepared in compliance with generally accepted accounting principles and standards in order to avoid a qualification by the auditors of their opinions on the statements.
The Audit and Control Committee holds periodical meetings with the company’s external auditors to avoid discrepancies in the criteria to be followed in the preparing of the annual statements. However, in such event, the Audit and Control Committee’s Functions and Activities Report will
include the possible discrepancies between the Board of Directors and the external auditors and will publicly explaining the content and scope thereof.
B.1.33 Is the secretary of the Board also a director?
NO
B.1.34 Explain the appointment and removal procedures of the Board Secretary and indicate whether his appointment and removal have received the opinion of the Appointments
Committee and approved by the Board of Directors in full.
Appointment and removal procedure
By resolution of the Board of Director and subject to the report from the Appointments and
Remuneration Committee.
Does the Appointments Committee issue a report on the nomination? YES
Does the Appointments Committee issue a report on the removal? YES
Does the Board of Directors in full approve the nomination? YES
Does the Board of Directors in full approve the removal? YES
Do the special duties of the Secretary of the Board of Directors include ensuring that the
good governance recommendations are implemented?
YES
B.1.35 Indicate, as the case may be, whether mechanisms have been established by the company to preserve the independence of the auditor, financial analysts, investment banks
and rating agencies.
The Articles of Association (Art. 22) and the Regulations of the Board of Directors of Abertis (Art. 13) establish as one of the competences of the Audit and Control Committee that of
receiving information on those questions that may put in danger the independence of the external account auditor. To accomplish this, the Audit and Control Committee approves the audit services and other services rendered by the external auditors, supervises the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Furthermore, it controls the
independence and rotation of members of the audit team pursuant to the existing standards in the field and obtains letters confirming the independence duly signed by the auditors of all the companies controlled by the Group. In accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor for the audit services rendered as well as for services of
a different nature. The governing bodies in the company give special care to protecting the independence of the financial analysts, investment banks and rating agencies in the event of engaging any of them during the normal course of company business.
B.1.36 Indicate whether during this year the company has changed its external auditor. If so, please, identify the former and new auditor:
NO
Former Auditor New Auditor
In the event of disagreements with the former Auditor, please explain the content of such
disagreements:
NO
B.1.37 Indicate whether the audit firm carries out work for the company and/or its group other than the audit work. In such case, indicate the fees received for such work and the percentage of such fees of the total amount charged to the company and/or its group:
YES
Company Group Total
Amount of work performed other than the audit (Thousand
Euros) 989 574 1,563
Amount of non-audit work/total amount invoiced by the
Audit firm (in %) 85.410 44.790 64.070
B.1.38 Indicate whether the Audit Report on the previous year’s annual accounts contain reservations or qualifications. As the case may be, indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of said reservations or
qualifications.
NO
B.1.39 Indicate the number of consecutive years the current audit firm has been auditing the company and/or group annual accounts. Likewise, indicate the percentage represented by the number of years audited by the current audit firm in the total number of years the
company’s annual accounts have been audited:
Company Group
Number of consecutive years 26 18
Company Group
Number of years audited by the current audit firm / number of years the
company has been audited (%) 66.8 100.0
B.1.40 Indicate the shareholdings of the members of the company’s Board of Directors in
the share capital of companies engaged in the same, similar or complementary activities as
that of the corporate purposes of the company and group, of which the company is aware.
Likewise, include the offices or functions held or undertaken in such companies:
Name or registered name of
Director Registered name of company
%
shareholding
Office or
functions
SALVADOR ALEMANY MAS SBA INFRAESTRUCTURAS, S.A. 0.026 CHAIRMAN
ISIDRO FAINÉ CASAS TELECOM ITALIA 0.004 -
Name or registered name of
Director Registered name of company
%
shareholding
Office or
functions
ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. 0.010 VICE-CHAIRMAN
FLORENTINO PÉREZ
RODRÍGUEZ
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 12.520
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER
G3T, S.L. SABA INFRAESTRUCTURAS, S.A. 0.135 -
GONZALO GORTÁZAR
ROTAECHE FRANCE TELECOM 0.000 -
LEOPOLDO RODÉS CASTAÑÉ SABA INFRAESTRUCTURAS, S.A. 0.001 -
MARCELINO ARMENTER VIDAL TELEFÓNICA, S.A. 0.000 -
PABLO VALLBONA VADELL ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 0.016 VICE-CHAIRMAN
ÁNGEL GARCÍA ALTOZANO ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 0.108
CORPORATE
GENERAL
MANAGER
B.1.41 Indicate and, as the case may be, describe whether there is a procedure for external consultants to advise the Board members:
YES
Explanation of the procedure
In accordance with Article 21 of the regulations of the Board of Directors on Assistance from experts: 1. In order to be assisted in performing their duties, non-executive directors may, when there are special circumstances requiring it, engage legal, accounting and financial advisers or other experts at the Company’s expense. The engaging of such services must necessarily be connected with
specific problems of a certain importance and complexity arising in the course of performing their duties. 2. The decision to engage such services must be notified to the Chief Executive Officer and may be vetoed by the Board of Directors if the following can be shown: a) It is not necessary for the proper performance of their duties as non-executive directors.
b) The cost is not commensurate with the importance of the problem and the Company’s assets and earnings.
c) The technical assistance required could be adequately provided by the Company’s own
technical experts.
B.1.42 Indicate whether a procedure exists that provides directors with the necessary information to duly prepare the meetings of the company’s management bodies in a timely manner. If so, describe:
YES
Procedure Details
The procedure allowing the directors to have the necessary information to prepare the meetings of the governing bodies with sufficient time is based on the submission of written materials a week prior to the meeting and serving, if applicable, any request for additional information. Such documentation will be physically posted on a website created with the utmost security
measures for the exclusive and personalized use of the directors of the Company, known as the Abertis Directors’ Information System, which furthermore contains documentary information such as the minutes of the Board of Directors and Committee meetings, resolutions on corporate governance, annual reports and relevant events, amongst others.
B.1.43 Indicate and as the case may be explain whether the company has laid down rules
requiring the directors to report and even resign in cases where the credit and reputation of
the company may be damaged:
YES
Explanation of the rules
In accordance with 19.2 of the Regulations of the Board of Directors, directors shall tender their resignation. a) ...
b) When they become incompatible with or barred by law from holding office.
c) When they are charged with an offence or are the subject of disciplinary proceedings by the
regulators for a serious or very serious misdemeanour.
d) When their membership of the Board could jeopardize the interests of the Company and when
the reasons for which they were appointed cease to apply.
B.1.44 Indicate whether any member of the Board of Directors has informed the company
that he is being prosecuted or summonsed to appear in court for any offence indicated in
section 124 of the Spanish Public Limited Companies Act:
NO
Indicate whether the Board of Directors has analysed the case. If so, explain fully the
decision taken on the permanence or removal of the Director.
NO
Decision taken Explanation in full
B.2. Board of Directors’ Committees
B.2.1 Give details of all the Board of Directors’ committees and their members:
EXECUTIVE OR DELEGATED COMMITTEE
Name Office Type
SALVADOR ALEMANY MAS CHAIRMAN EXECUTIVE
FLORENTINO PÉREZ RODRÍGUEZ MEMBER NON-INDEPENDENT /
PROPRIETARY
FRANCISCO REYNÉS MASSANET MEMBER EXECUTIVE
G3T, S.L. MEMBER NON-INDEPENDENT /
PROPRIETARY
ISIDRO FAINÉ CASAS MEMBER NON-INDEPENDENT /
PROPRIETARY
MARCELINO ARMENTER VIDAL MEMBER NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES GAMA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
APPOINTMENTS AND REMUNERATION COMMITTEE
Name Position Type
MANUAL RAVENTÓS NEGRA CHAIRMAN NON-INDEPENDENT /
PROPRIETARY
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ MEMBER INDEPENDENT
RICARDO FORNESA RIBÓ MEMBER NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
ÁNGEL GARCÍA ALTOZANO MEMBER NON-INDEPENDENT /
PROPRIETARY
AUDIT AND CONTROL COMMITTEE
Name Position Type
ERNESTO MATA LÓPEZ CHAIRMAN INDEPENDENT
EMILIO GARCÍA GALLEGO MEMBER INDEPENDENT
MARCELINO ARMENTER VIDAL MEMBER NON-INDEPENDENT / PROPRIETARY
B.2.2 Indicate whether the following functions fall to the Audit Committee:
Overseeing the process of preparing financial information on the company,
and, if applicable, the group, reviewing compliance with legislative
requirements, the appropriate definition of the consolidation scope and
application of accounting criteria.
YES
Periodically reviewing the internal control systems and risk management in
order to identify, manage and adequately disclose the main risks.
YES
Ensuring the independence and effectiveness of the internal audit function;
proposing the selection, appointment, re-election and removal of the person in
charge of the internal audit service; proposing the budget for this service;
receiving periodical information on its activities; and verifying that senior
management is taking into account the conclusions and recommendations in
their reports.
YES
Establishing and monitoring a mechanism allowing employees to report
confidentially, and if necessary, anonymously, any major irregularities,
especially of a financial or accounting nature that have been detected in the
company.
YES
Submitting to the Board of Directors proposals for the selection, appointment,
re-election and replacement of the external auditor and the respective terms
of engagement.
YES
Receiving regular information from the external auditor on the audit plan and
the results of its execution, and verifying that senior management takes their
recommendations into account.
YES
Ensuring the independence of the external auditor. YES
Should there be a group of companies, facilitating for the group auditor the
audits of the group companies.
YES
B.2.3 Describe the organization and functioning rules and the responsibilities of each
Committee of the Board of Directors.
Name of the Committee
CONTROL AND AUDIT COMMITTEE
Brief description
Article 13. The Audit and Control Committee. 1. The Board of Directors shall appoint from among
its members a Control and Audit Committee made up of three (3) members, the majority of
whom must always be non-executive directors. At least one of the members of the audit
Committee shall be independent and shall be designated taking into account his knowledge and
experience in accounting, auditing or both subjects. 2. Notwithstanding any other tasks which
may be assigned to it by the current laws or the Board, the Control and Audit Committee shall
have the following basic duties: a) To oversee the Company’s financial information and internal
control processes. b) To propose the appointment of the auditors, their terms of engagement, the
scope of their professional mandate and, where appropriate, their dismissal or non-renewal, all in
accordance with the current laws. c) To report to the General Shareholders’ Meeting on any
questions raised by shareholders concerning matters within its remit. d) To review the Company’s
accounts, to ensure compliance with legal requirements and the correct application of generally
accepted accounting principles, and to report on proposals by the management to alter
accounting principles and practices. e) To serve as the channel for communication between the
Board of Directors and the auditors, to assess the results of each audit and the response by the
management team to its recommendations, and to mediate in the event of any disagreement
between the auditors and the management in connection with the principles and practices applied
in drawing up the financial statements. f) To supervise the internal audit services, to check their
adequacy and integrity and to review the appointment and replacement of the persons in charge
of them. g) To supervise performance of the audit contract and to ensure that the opinion on the
annual accounts and the main contents of the audit report are drafted clearly and precisely. h) To
establish the appropriate relations with the external auditors or auditing firms in order to receive
information on matters that could jeopardize their independence and any other matters relating
to the performance of the auditing of the accounts, as well as other communications laid down in
legislation on the auditing of accounts and the technical regulations governing audits. At any rate,
they must receive annually from the account auditors or the auditing firms the written
confirmation of their independent in relations to the company or its directly or indirectly related
companies, as well as the information on additional services of any type of loans to these
companies by the aforementioned auditors or firms, or by the persons or entities related to them
in accordance with the provisions of the Law 19/1988, of 12 July, on Account Audits. i) To issue
annually, prior to the issue of the audit report, a report in which an opinion on the independence
of the account auditors or auditing firms will be expressed. This report must inform, in every
case, on the provision of additional services to which reference was made in the preceding
section. j) To consider any suggestions put to it by the Chairman of the Board of Directors,
members of the Board, senior executives or shareholders of the Company. These competences
shall be understood to include but not be limited to those other that the Board of Directors might
assign. 3. Meetings shall be called by the Chairman of the Committee, either on his or her own
initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the
Committee. 4. The Board shall appoint a Chairman from among the Committee members who are
non-executive directors. The Committee itself shall also appoint a Secretary, and may appoint a
Vice-Secretary, neither of whom need be members of the Committee. 5. Any member of the
management team or any employee of the Company who is requested to attend Committee
meetings shall be obliged to do so and to co-operate and provide access to the information in his
or her possession. The Committee may also require the Company’s auditors to attend its
meetings.
Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
Article 14 of the Regulations. The Appointments and Remuneration Committee. 1. The
Appointments and Remuneration Committee shall be made up of non-executive directors, the
number of which shall be determined by the Board of Directors and its composition of shall
reasonably reflect the relation on the Board between proprietary directors and independent
directors. 2. Notwithstanding any other tasks that may be assigned to it by the Board, the
Appointments and Remuneration Committee shall have the following basic duties: a) To formulate
and review the criteria for the composition of the Board of Directors and the selection of
candidates. b) To submit to the Board the proposals of appointments of Directors, so that the
Board may either co-opt them directly or submit them to the decision of the General
Shareholders’ Meeting. c) To propose to the Board the members who are to sit on each
Committee. d) To propose to the Board of Directors the system for payment of directors’
remuneration and the amount of such remuneration. e) To regularly review the remuneration
scales and the director’s performance. f) To provide information on operations that involves or
might involve a conflict of interests and, in general, on the matters contemplated in Chapter IX of
these Regulations. g) To consider any suggestions put to it by the Chairman of the Board of
Directors, members of the Board, senior executives or shareholders of the Company. h) To
provide information concerning the matters referred to in paragraphs 1), 2) y 6) of part b) of
section 2) of article 4 of these Regulations. 3. The Appointments and Remuneration Committee
shall meet whenever the Board of Directors or the Chairman of the Board requests a report be
issued or proposals be adopted, and, in any case, whenever advisable for the proper performance
of their duties. Meetings shall be called by the Chairman of the Board of Directors or by two (2)
members of the Committee itself. 4. The Board shall appoint a Chairman of the Committee from
amongst the members of said Committee. The Committee itself shall appoint a Secretary, and
may appoint a Vice-Secretary, neither of whom need be members of the Committee.
Name of the Committee
EXECUTIVE OR DELEGATED COMMITTEE
Brief description
A transcription of Articles 11 and 12 of the Regulations of the Board of Directors is as follows:
“Article 11. Delegated bodies of the Board of Directors 1. Without prejudice to any individual
delegation of powers to the Chairman or any other director (Chief Executive Officers) and its
powers to set up delegated committees for specific purposes, the Board of Directors may
establish an Executive Committee, with general decision-making powers, and an Appointments
and Remuneration Committee, and shall in any event appoint an Control and Audit Committee;
these last two Committees shall only have powers to inform, supervise, advise and propose on
the matters specified in the following articles. 2. The Appointments and Remuneration Committee
shall assess the profiles of the most suitable persons for sitting on the various Committees and
shall make recommendations in this respect to the Board. In any case, it shall take into
consideration the suggestions made to it by the Chairman and the Chief Executive Officer. 3.
Unless otherwise laid down under the Articles of Association and in these Regulations, the
Committees themselves may regulate the way in which they function. And unless otherwise
specifically provided, the operating rules set out in these Regulations with respect to the Board
shall apply, provided they are compatible with the nature and function of the Committee in
question. Article 12. The Executive Committee. 1. The Board may appoint an Executive
Committee, which shall be made up of a number of directors determined by the Board from time
to time, within the maximum and minimum limits laid down under the Articles of Association, on
the basis of the criteria indicated in Article 5.3 of these Regulations and reflecting as far as
possible the composition of the Board. 2. The Chairman and the Chief Executive Officer shall be
members of the Executive Committee. 3. The resolution appointing the members of the Executive
Committee and the powers delegated to them shall require the favourable votes of at least two-
thirds of the members of the Board of Directors. 4. The Chairman of the Board of Directors shall
act as Chairman of the Executive Committee and the Secretary to the Board, assisted by the
Vice-Secretary, shall act as Secretary. 5. The Executive Committee shall exercise the powers
delegated to it by the Board of Directors. 6. Resolutions by the Executive Committee shall be
passed with the favourable votes of the absolute majority of members present at the meeting in
person or by proxy, except when they refer to the following matters, which shall require the
favourable votes of more than two-thirds of the members of the Committee present in person or
by proxy: a) Proposals for the transformation, merger, division or winding up of the Company,
the transfer of all its assets and liabilities, the contribution of a business division, amendments to
its corporate purposes, and the increase or reduction of capital. b) Proposals for resolutions that
affect the number of directors on the Board, the creation of Committees, the appointment of
officers on the Board and proposals for officers on the Boards of the Company’s subsidiaries and
associates. c) Investments and divestments that exceed the higher of the following figures: a)
Euros two hundred million (200,000,000 Euros), and b) an amount equivalent to 5% of the
Company’s equity.
B.2.4 List the powers of advice, consultation and, when applicable, delegations of each
committee:
Name of the Committee
AUDIT AND CONTROL COMMITTEE Brief description
SEE SECTION B.2.3.
Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE Brief description
SEE SECTION B.2.3.
Name of the Committee EXECUTIVE OR DELEGATED COMMITTEE
Brief description SEE SECTION B.2.3.
B.2.5 Indicate, as the case may be, the existence of regulations governing the board committees, where such regulations are available for consultation, any amendments to the same during the financial year, and whether each committee voluntarily prepares an annual
report on its activities.
Name of committee
AUDIT AND CONTROL COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning is
regulated in the Regulations of the Board of Directors posted on the company’s website. The
Audit Committee has issued a report on its functions and activities for 2011, which is set out
in section G of this Report.
At the same time, the Audit and Control Committee has prepared a self-assessment, which
was submitted to the Board of Directors in full, and which was endorsed by the latter.
Name of committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning is
regulated in the Regulations of the Board of Directors posted on the company’s website.
The Appointments and Remuneration Committee has prepared a self-assessment, which was
submitted to the Board of Directors in full, and which was endorsed by the latter.
Name of committee
EXECUTIVE OR DELEGATED COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning
is regulated in the Regulations of the Board of Directors posted on the company’s website.
The Executive Committee has prepared a self-assessment, which was submitted to the
Board of Directors in full, and which was endorsed by the latter.
B.2.6 Indicate whether the composition of the executive committee reflects the same proportion as the various types of directors on the board of directors:
NO
If not, explain the composition of your executive committee.
The Executive Committee is made up of two executive officers and six proprietary directors.
C - RELATED OPERATIONS C.1 Indicate whether the Board of Directors in full has reserved for itself the power to approve, the operations that the Company concludes with directors, significant or represented shareholders on the Board, or persons associated with them:
YES
C.2 List the relevant operations entailing a transfer of resources or obligations between the company or group entities and the significant shareholder of the company:
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
ADMIRABILIA, S.L.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other
distributed
benefits
128,017
CAIXABANK, S.A. ABERTIS AIRPORTS,
S.A.
Contractual
(guarantees –
limit 1,000)
Guarantees
received 28
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual Financial
income 4,773
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual Financial
expenses 1,886
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
100,526
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual Financial
income 1,733
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Credit - limit
255,000)
Loan
agreements
and capital
contributions
(borrower)
8,377
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
543,463
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Guarantees -
limit of 66,589)
Guarantees
received 63,143
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(syndicated
loans – limit of
71,250)
Loan
agreements
and capital
contributions
(borrower)
71,250
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual Financial
expenses 12,156
CAIXABANK, S.A. ABERTIS TELECOM, S.A.
Contractual
(Guarantees -
limit of 4,000)
Guarantees
received 0
CAIXABANK, S.A. ADESAL TELECOM, S.L.
Contractual
(loan – limit
1,530)
Loan
agreements and
capital
contributions
(borrower)
1,530
CAIXABANK, S.A.
AUTOPISTA VASCO
ARAGONESA,
CONCESIONARIA DEL
ESTADO, S.A.
Commercial
(Credit card
receipt
commissions)
Receipt of
services 975
CAIXABANK, S.A.
AUTOPISTA VASCO
ARAGONESA,
CONCESIONARIA DEL
ESTADO, S.A.
Contractual
(Syndicated
loan - limit of
26,413)
Loan
agreements
and capital
contributions
(borrower)
26,413
CAIXABANK, S.A.
AUTOPISTAS,
CONCESIONARIA
ESPAÑOLA, S.A.
Commercial
(Credit card
receipt
commissions)
Receipt of
services 2,269
CAIXABANK, S.A.
AUTOPISTAS,
CONCESIONARIA
ESPAÑOLA, S.A.
Contractual
(Guarantees –
limit of 10,000)
Guarantees
received 3,186
CAIXABANK, S.A.
AUTOPISTES DE
CATALUNYA, S.A.
CONCESSIONÀRIA DE
LA GENERALITAT DE
CATALUNYA
Contractual
(Guarantees –
limit of 12,000)
Guarantees
received 8,128
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A. HISPASAT, S.A.
Contractual
(Credit – limit
of 2,103)
Loan
agreements
and capital
contributions
(borrower)
0
CAIXABANK, S.A. HISPASAT, S.A.
Contractual
(Syndicated
loans - limit of
1,336)
Loan
agreements
and capital
contributions
(borrower)
1,336
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual Financial
income 1,240
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(interest and
exchange rate
hedging)
Financial
expenses 7,001
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
66,818
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(Syndicated
loan – limit of
11,909)
Loan
agreements
and capital
contributions
(borrower)
8,219
CAIXABANK, S.A.
INFRAESTRUCTURES
VIÀRIES DE
CATALUNYA, S.A.
Contractual
(Guarantees -
limit of 6,000)
Guarantees
received 0
CAIXABANK, S.A.
RETEVISIÓN I, S.A.
SOCIEDAD
UNIPERSONAL
Contractual
(Guarantees –
limit of 15,000)
Guarantees
received 8,729
CAIXABANK, S.A. SABA APARCAMIENTOS,
S.A. Contractual
Financial
expenses 5,829
CAIXABANK, S.A. SERVIABERTIS, S.L.
Contractual
(Guarantees –
limit of 2,000)
Guarantees
received 5
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Guarantees -
limit of 1,020)
Guarantees
received 258
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Credit - limit of
1,020)
Loan
agreements
and capital
contributions
(borrower)
292
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Loans - limit of
4,590)
Loan
agreements
and capital
contributions
(borrower)
4,590
CAIXABANK, S.A. TRADIA TELECOM, S.A.
Contractual
(Guarantees –
limit of 3,000)
Guarantees
received 269
CRITERIA
CAIXAHOLDING, S.A.U.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
257,775
CRITERIA
CAIXAHOLDING, S.A.U.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
Sale of tangible
assets,
intangible
assets or other
assets
161,866
INVERSIONES
AUTOPISTAS, S.L.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
96,545
TRÉBOL
INTERNATIONAL BV
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
193,667
VIDACAIXA, S.A. DE
SEGUROS Y
REASEGUROS
ABERTIS
CONCESIONARIA
ESPAÑOLA, S.A.
Contractual
(insurance)
Receipt of
services 1,687
C.3 Describe the relevant transactions involving a transfer of resources or obligations between the company or companies within the group and the company’s administrators or executives:
C.4 Describe the relevant transactions undertaken by the company with other companies in the same group, provided they were not eliminated during the process of preparing the consolidated financial statements and are not a habitual part of the company’s purposes and
conditions: C.5 Identify, as the case may be, any situation of conflict of interest of company directors as
established under article 127.3 of the Spanish Public Limited Companies Act.
YES
Name or registered name of the Director
ISIDRO FAINÉ CASAS Description of situation of conflict of interest
Financial operations with related parties Name or registered name of the Director
LEOPOLDO RODÉS CASTAÑÉ Description of situation of conflict of interest
Financial operations with related parties Name or registered name of the Director
MANUEL RAVENTÓS NEGRA
Description of situation of conflict of interest Financial operations with related parties
Name or registered name of the Director MARCELINO ARMENTER VIDAL
Description of situation of conflict of interest
Financial operations with related parties Name or registered name of the Director
RICARDO FORNESA RIBÓ Description of situation of conflict of interest
Financial operations with related parties
C.6 Describe the mechanisms established to detect, determine and resolve the possible conflicts of interest between the company and/or its group, and its directors, managers or
significant shareholders.
In accordance with the Regulations of the Board of Directors and the internal regulations related to
the Securities Exchange, these conflicts must be reported by the directors and managers whose duty
it is to abstain from assisting and taking part in matters involving conflicts of interests.
The conflict of interest situations are set out in the notes to the annual accounts.
C.7 Is more than one company in the group listed on the Stock Exchange in Spain?
NO
Identify the subsidiary companies listed in Spain:
D- RISK MANAGEMENT SYSTEMS D.1 General description of the company and/or group risk policy, detailing and evaluating the risks covered by the systems and proof of suitability of such systems for the profile of each type of risk.
The risk management system of Abertis is based on a set of strategic and operative actions aimed at complying with the overall risk policies necessary to achieve the aims adopted by the Board of Directors.
The Board of Directors, as the highest decision-making and representative body of the company
is responsible for defining the global strategic management and risk profile of Abertis Group.
The Corporation establishes the levels of risk exposure of the group, on the basis of which it sets the action limits for the different companies. Activities with risk levels higher than those established must have the prior approval from the Corporation.
Abertis has an overall risk management model that identifies, classifies, evaluates, manages,
transfers and monitors the most relevant risks of its different business and corporate units and of the corporation and ensures that the level of risk exposure assumed by Abertis is consistent with the objective risk profile.
Furthermore, the model defines the persons responsible for management, supervision and determination of limits for each risk category.
Abertis’ global risk management model includes the following risk categories:
1. Business risks
This category includes risks related to the market and the environment in which the Group operates and which have a special impact on strategic objectives:
Concession maturity
A major part of the business is carried out through time-limited concessions, which entails the need to generate additional sources of cash flows in the medium term in order to ensure the
continuity of the Group.
Certain costs must also be managed taking into account the duration of the concession (personnel, revertible investments, etc.).
Regulatory risks
The companies of the group must comply with both specific and general standards (accounting, environmental, employment, etc.).
The Abertis Group is sensitive to any legislative amendments or developments since it is a listed company, and because it trades in sectors that are specifically regulated and because a large part of its business is carried out as a public concession.
Competition
The creation of alternative infrastructures, the development of new urban areas or of new industrial poles, the changes in the mobility trends or the entry of new competitors in some
business sectors, can directly impact the development of the business.
Technology
The appearance of new technologies and standards can involve the obsolescence of equipment, the need for new investments in assets and RD, as well as the transformation of operating processes in certain Group businesses.
Customer demand
The evolution of the economy has a significant influence on the different group businesses.
Customer concentration
In certain businesses the negotiating power of customers is especially high as a result of their specific weight compared to total turnover.
Degree of control
Risk of a lack of strategic alignment in the evolution and profits of the companies not controlled
by the Group.
Ramp up
Risks in the initial phase, risks of overruns of time and costs of projects that the Group may carry out, as well as the risk of not achieving the estimated revenue levels.
Country risk
As a consequence of the nature of a significant part of the investments of the Group (long-term
concessionary contracts), the investments of the Abertis Group are located in countries with a high degree of legal security and stability, although the particular situation of some countries could, at some time, affect the evolution of the business.
2. Financial risks
Loss in value or earnings due to adverse movements in financial variables and the inability of the company to meet its commitments or realize its assets.
Classified into interest rate / exchange rate, market, counter-party and trade receivable risks.
Due to indebtedness of the Abertis Group, as a result of the expansion in the last few years, there is exposure to fluctuations in interest rates. There is also exposure to fluctuations in exchange rates due to investments in foreign currency, bond issues and loans in foreign currencies.
Abertis has corporate financial risk management policy that sets the acceptable levels of
financial risk determining the hedging policies and avoiding speculative operations. It also analyses its exposure to forecast cash flows and the value of company assets and liabilities to fluctuations in the interest rate curves and exchange rates in the market.
The actions taken by Abertis in regards to its financial structure (refinancing policies, etc.) contribute to the maintenance of a sound structure and minimize to a great extent the effects
arising from market tensions.
Furthermore, the evolution of inflation has a special impact on the Group given that the rates of a major part of the businesses are indexed to prices.
3. Operational risk
These risks include potential loss from the inadequacy of processes of key Group operations, as well as the staffing, equipment and systems that support them. These risks are classified under: Operations (labour, tax, infrastructure obsolescence, security,
environment, business discontinuity, dependence on suppliers and service quality), organization, financial information (availability, integrity, confidentiality and relevance), fraud and compliance. The description of the principal characteristics of the internal control and risk management systems in relation to the financial information issue process (including in this section the
operational risks) is done is a specific section of this report. Abertis performs continuous supervision and analysis of the insurable risks in the Group and has implemented a Corporate International Program of insurance that seeks to achieve, in favourable conditions for taking advantage of synergies and volume, a level of cover appropriate to the risk policies and levels established by the Directors.
The Abertis Group also has systems that cover risks from different activities (fraud management policies, specific units allocated to controlling operational fraud, analysis of sensitivities to variations in the many business aggregates, etc.).
D.2 Indicate whether during the year under review any of the different types of risks (operational, technological, financial, legal, reputational or tax) have affected the company and/or its group:
YES
If so, indicate the circumstances causing them and if the control systems set up have worked. Risk materialized during the year Decrease in the demand in certain businesses and certain geographic areas. Causing circumstances Evolution of economic activity. Functioning of control systems Circumstance already detected in previous years sufficiently in advance to allow making decisions (cost efficiency, search for alternative revenues, etc.).
D.3 Indicate whether there is a committee or other government body in charge of setting up and monitoring these control mechanisms:
YES
If so, list the functions of such body. Name of committee or body Audit and Control Committee Description of functions The Audit and Control Committee, as a function assigned by the Board of Directors,
supervises the internal control system and risk management with the support of the Risk Control and Internal Audit Division.
This Division has set up mechanisms to identify and monitor risks inherent to the different businesses, drawing up and updating the risk maps, both at corporate level and the level of the different business units.
Furthermore, the annual internal audit plan contemplates the supervision of the identified risks.
Name of committee or body
Executive Committee
Description of functions The Executive Committee, as the delegated body of the Board of Directors, adopts the
specific guidelines on risk limits and management. Name of committee or body
Management Committee
Description of functions The Management Committee is responsible for implementing the defined risk policies and
supervising the risk management activities carried out. Name of committee or body
Board of Directors
Description of functions The Board of Directors, as the maximum decision-making and representative body of the
company, is responsible for defining the overall control strategy and risk profile of the Abertis group.
D.4 Identify and describe the processes for compliance with the regulations affecting the company and/or its group.
The Company and its subsidiaries undertake their activity within different legislative frameworks: sectors, securities markets, environment, employment and tax legislation, etc., in Spain and in other countries. Thus, the corporation establishes standards, procedures and controls in order to avoid irregularities or, should they occur, to remedy them as soon as possible.
Fundamental mechanisms ensuring compliance with the different regulations affecting the group companies are based on the controls and activities carried out by the following corporate areas: · The Secretariat is in charge of the formal and material legality of the actions of the governing bodies of the Group by verifying their compliance with the Articles of Association, with the rules laid down by the regulatory bodies and by ensuring the compliance with the principles and
criteria of good governance. · Legal Advisory Office: its purpose is to ensure overall observance of the legal requirements affecting the group, and to do so, establishes the legal guidelines for the group companies and brings the organizational structure into line with the regulatory environment, establishing compliance with laws and ethical standards. · Tax planning: ensures global observance of the group’s tax requirements, establishing
compliance with laws and positioning the group when required. · Internal Audit: ensures the observance of internal procedures and their adaptation to the regulatory requirements through its examinations. Additionally, the different companies in the group conduct the monitoring of the observance of specific rules and are acting as channels for relations with regulatory bodies through the
general managers’ offices.. Likewise, data processing systems exist in the different companies in the group together with interdisciplinary working groups in charge of making and providing periodical information which, in accordance with the current standards, must be submitted to certain regulatory bodies (Telecommunications Market Commission, Government Delegations in companies operating toll motorway concessions, etc.)
E - GENERAL SHAREHOLDERS’ MEETING E.1 Indicate and, as the case may be, describe the differences between the quorums set out in the Spanish Public Limited Companies Act and quorums under the Articles of Association for holding a valid General Shareholders’ Meeting.
NO
Quorum % other than that
established under section
102 of the Spanish Public
Limited Companies Act in
general cases
Quorum % other than that
established under section 103 of
the Spanish Public Limited
Companies Act
Quorum required for
meetings on first call
0 0
Quorum required for meetings
on second call
0 0
E.2 Indicate whether there are any differences with the regime established under the Spanish Public Limited Companies Act (SPLCA) with regards to the adoption of company
resolutions:
NO
Describe the differences with the regime established under said Act.
E.3 List the rights of shareholders with regards to the general shareholders’ meetings that
differ from those set out in the SPLCA.
E.4 Indicate, as the case may be, measures adopted to promote participation of shareholders in the General Meeting of Shareholders.
The call for the meeting must be published on a full page in national newspapers and in others of the cities of Barcelona and Madrid, as well as the publication in BORME (Official Gazette of the Companies’ Registry) and in the web page of the CNMV (National Securities Commission) and in that of Abertis. A personalized letter addressed to each and every depository company will be sent together with the convening notice.
Article 37 of the Regulations of the Board of Directors establishes that the Board of Directors will foster the informed participation of shareholders in the general meetings and will adopt all the measures necessary to facilitate that the General Shareholders’ Meeting effectively undertakes the functions mandated by law, the Articles of Association and the Regulations of the General Shareholders’ Meeting.
To foster the participation of shareholders, the Regulations of the General Shareholders’ Meeting, approved by the Shareholders’ Meeting itself, establishes that the shareholders may request in writing, prior to the meeting or verbally during the meeting, any reports or clarifications deemed necessary on the items included on the agenda. Furthermore, the notice of the call for the General Meeting of Shareholders will indicate that
any shareholder may obtain the documents to be submitted for the adoption by the General
Meeting of Shareholders prior to the meeting, and that in the place and on the date of the meeting, the shareholders will have several means to submit proposals of resolutions to the General Shareholders’ Meeting. In order to facilitate the vote of financial intermediaries which appear legitimated as
shareholders but who act on behalf of clients, they are allowed to fraction their vote in accordance with their clients’ instructions. With the same aim, an electronic representation delegation system has been developed. Shareholders, through the Company’s website, may delegate their representation to another person (shareholder or not) who will attend the General Shareholders’ Meeting on his behalf. In the call to meeting and until the holding of the General Shareholders’ Meeting, a Shareholders’ Electronic Forum will be implemented, to which the individual shareholders as well as voluntary associations that may be constituted may have access, for the purpose of
facilitating communication prior to the General Shareholders’ Meeting. In the Forum proposals can be published that they intend to present as a complement of to the agenda announced in the call to meeting, adhesion requests for such proposals, initiatives to achieve the sufficient percentage in order to exercise a minority right provided by the law, as well as offers or requests for volunteer representation.
E.5 Indicate whether the office of Chairman of the General Shareholders’ Meeting coincides
with the office of the Chairman of the Board of Directors. Give details, as the case may be, as to which measures have been adopted to ensure the independence and proper functioning of the General Shareholders’ Meeting:
YES
Measures
Abertis, in accordance with the recommendations of the corporate governance report and all legal provisions, has a series of regulations governing the General Shareholders’ Meeting based on such recommendations and the practical experience of previous years which ensures the independence and the proper functioning of such meeting by meticulously respecting the rights of shareholders of significant shareholders as well as institutional and in the same measure the minority interests.
E.6 Indicate, as the case may be, the modifications made during this year to the Regulations of the General Meeting of Shareholders.
In the General Ordinary Shareholders’ Meeting held on the date of 21 June 2011, the new writing of the following articles of the Regulations of the Company’s General Shareholders’ Meeting: Article 1 (“Purpose and Publication of the Regulation”), Article 2 (“General Shareholders’ Meeting”), Article 3 (“Classes of Meetings”), Article 4 (“Power and Obligation of
Calling the Meeting”), Article 5 (“Meeting Announcement”), Article 8 (“Representation”), Article 10 (“Organization of the General Shareholders’ Meeting”), Article 11 (“Constitution of the Shareholders’ Meeting”), Article 18 (“Voting for the proposed agreements”) and Article 20 (“Adoption of agreements and finalization of the Meeting”), for the purpose of perfecting its writing and adapt it to the modification of the Articles of Association and to the recent changes in laws, as well as to include a new Article 6 bis related to the “Shareholders’ Electronic
Forum”.
E.7 Indicate attendance figures for the General Meetings of Shareholders during the year covered by this report:
Attendance Data
Date of General
Shareholders’ Meeting
% of
physical
presence
%
by Proxy
Long-distance voting % Total
Electronic
voting
Other
21/06/2011 0.876 70.267
0.000
0.000 71.143
E.8 Indicate briefly the resolutions adopted in the General Meeting of Shareholders held in the year examined by this present report and percentage of votes each resolution has been
approved with.
General Meeting of Shareholders held on 21 June 2011:
1. Review and approval of the individual and consolidated annual statements, management
reports and remuneration policy report, application of the results and the Management of the
Board of Directors. Percentage in favour: 99.9214%. Percentage against: 0.0773%. Percentage
of abstentions: 0.0013%.
2. Ratification of the incorporation of Saba Infraestructuras and authorization of the non-
monetary contribution to it by the Company of all the shares of Saba Aparcamientos, S.A. and
Abertis Logística, S.A. Percentage in favour: 99.9193%. Percentage against: 0.0775%.
Percentage of abstentions: 0.0032%.
3. Ratification of the agreement of the Board of Directors for the distribution of an interim
dividend of the results of financial year 2011, offering the shareholders the possibility of being
paid in case and/or by means of the awarding of shares of Saba Infraestructuras, S.A.
Percentage in favour: 99.9221%. Percentage against: 0.0770%. Percentage of abstentions:
0.0009%.
4. Ratification and where necessary authorization of the Board of Directors to transfer to Viana
SPE, S.L.; ProA Capital Iberian Buyout Fund I USA, F.C.R. de Régimen Simplificado; ProA
Capital Iberian Buyout Fund I Europa, F.C.R. de Régimen Simplificado; ProA Capital Iberian
Buyout Fund I España, F.C.R. de Régimen Simplificado; and Criteria CaixaCorp, S.A. or “la
Caixa” or a subsidiary company controlled by it, the shares owned by the Company in Saba
Infraestructuras, S.A. that remain in its power after the execution of the preceding agreement.
Percentage in favour: 99.9147%. Percentage against: 0.0787%. Percentage of abstentions:
0.0066%.
5. Return of contributions to the Company’s shareholders charged to the Issue Premium
account. Percentage in favour: 99.9944%. Percentage against: 0.0045%. Percentage of
abstentions: 0.0011%.
6. Increase in share capital, with charge against the issue premium, with the consequent
amendment of Article 5 of the Articles of Association and request to be listed for trading in
official markets and other organized markets. Percentage in favour: 99.9943%. Percentage
against: 0.0050%. Percentage of abstentions: 0.0007%.
7. Amendment of certain articles of the Articles of Association for the purpose of adapting
them to recent regulatory changes and to amend their writing. Percentage in favour:
99.8762%. Percentage against: 0.0409%. Percentage of abstentions: 0.0829%.
8. Examination and approval, where applicable, of the amendment of certain articles of the
Regulation of the General Shareholders’ Meeting of the Company. Percentage in favour:
99.8795%. Percentage against: 0.0434%. Percentage of abstentions: 0.0771%.
9. Information to the General Shareholders’ Meeting on the amendment of the Regulations of
the Board of Directors agreed by said Board. Not submitted to a vote.
10. Removal, appointment and reelection of Board Members:
Upon the proposal of the Board, at the urging of the Appointments and Remuneration Committee: Ratification of the appointments made under Article 244 of the Public Limited Companies Act and to appoint the following directors for the statutory period of five years:
Théatre Directorship Services Alpha, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.1921%. Percentage against: 6.7019%. Percentage of abstentions: 0.1060%. Théatre Directorship Services Beta, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentage
against: 6.1848%. Percentage of abstentions: 0.3173%. Théatre Directorship Services Gama, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentage against: 6.4760%. Percentage of abstentions: 0.0261%.
Antonio Tuñón Álvarez, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.5249%. Percentage against: 5.4944%. Percentage of abstentions: 0.9807%. Gonzalo Gortázar Rotaeche, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 93.6098%. Percentage against: 6.0729%. Percentage of abstentions:
0.3173%. Re-election as directors of the company for the statutory period of five years:
G3T, S.L., as proprietary director, on the proposal of Inversiones Autopistas, S.L. Percentage in favour: 93.5935%. Percentage against: 6.3525%. Percentage of abstentions: 0.0540%. Leopoldo Rodés Castañé, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 93.5086%. Percentage against: 6.4374%. Percentage of abstentions: 0.0540%.
Manuel Raventós Negra, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 92.2817%. Percentage against: 7.4010%. Percentage of abstentions: 0.3173%.
11. Delegation of powers to the Board of Directors to issue promissory notes, bonds, and other
fixed income securities. Percentage in favour: 98.1720%. Percentage against: 1.8244%.
Percentage of abstentions: 0.0036%.
12. Plan for delivery of shares 2011 and adaptation Share Option Plans 2007, 2008, 2009 and
2010 to the future structure of the Abertis Group. Percentage in favour: 99.8808%. Percentage
against: 0.1176%. Percentage of abstentions: 0.0016%.
13. Appointment of Auditors for the Company and its consolidated group. Percentage in favour:
99.8023%. Percentage against: 0.1170%. Percentage of abstentions: 0.0807%.
14. Delegation of powers to formalize agreements adopted by the Shareholders’ Meeting.
Percentage in favour: 99.9391%. Percentage against: 0.0588%. Percentage of abstentions:
0.0021%.
E.9 Indicate whether any restrictions exist under the Articles of Association exit establishing a minimum number of shares necessary to attend the General Meeting of Shareholders:
YES
Number of shares necessary to attend the General Shareholders’ Meeting 1000
E.10 Indicate and justify the policies followed by the company with regards to voting proxies at the General Meeting of Shareholders.
In accordance with Article 13 of the Articles of Association and Article 8 of the Regulations of the General Meeting of Shareholders, 1. Every shareholder who is entitled to attend may appoint another person to stand as proxy,
who need not be a shareholder. Each shareholder may only have one proxy at a Shareholders’ Meeting. The form of proxy must be in writing signed by the shareholder or in electronic format with an electronic signature that duly guarantees the identity of the writer, and must be for a specific General Meeting, without prejudice to the provisions of Article 187 of the Spanish Public
Limited Companies Act concerning family proxies. The proxy must in all cases hold the necessary attendance card. Attendance by the shareholder in person at the General Meeting shall revoke the proxy.
2. If the proxy has been obtained by public request, the proxy document must contain or have attached to it the agenda, the request for voting instructions and the way in which the proxy will vote if no specific voting instructions have been given. A public request for proxies shall be considered to have been made when one person holds proxies for more than three shareholders.
If no voting instructions have been given in respect of the proposed resolutions included in the agenda, the proxy shall be considered to vote in favour of the proposals submitted by the Board of Directors. If no instructions have been given on account of matters not having been included on the
agenda, the proxy shall vote in the manner he considers most appropriate in the interests of the Company and of the represented shareholder. If the shareholders represented have given voting instructions, the proxy may vote differently when circumstances arise that were not known at the time of sending the voting instructions and there is a risk that the interests of the represented shareholder may be adversely affected.
In this case, the proxy shall immediately inform the represented shareholder, explaining the reasons for the vote, either in writing or by e-mail. 3. The provisions of the preceding section shall not apply when the proxy is the spouse, ascendant or descendant of the shareholder, or when the proxy holds general powers of attorney, conferred in a public instrument, to administer the shareholder’s assets located in
Spain. 4. Should the directors of the Company, or another person, have made a public request for proxies, a director who holds a proxy may not exercise the voting rights attached to the represented shares with respect to those items on the agenda with which he has a conflict of interests, and in all cases with respect to the following resolutions:
a) His appointment or the ratification of his appointment as director;
b) His removal, separation or resignation as director;
c) Any action for company liability brought against him;
d) The approval or ratification of operations by the Company with the director in question, with
companies controlled or represented by him or with persons acting on his behalf.
E.11 Indicate whether the company is aware of the policies of institutional investors taking part or not in the company’s decisions:
NO
E.12 Indicate the address and access to the content of corporate governance on its website.
In the section “Investor Relations” posted on the website at www.abertis.com one will find the information required under Article 117 of the Securities Market Act in the wording given by Law 26/2003 of 17 July, under Order ECO/3772/2003 of 26 December, and Circular 4/2007 of 27 December of the CNMV.
The information included on the website can be read in four languages: Catalan, Spanish, English and French.
F - COMPLIANCE LEVEL WITH THE CORPORATE GOVERNANCE RECOMMENDATIONS
Indicate the level of compliance of the Company with the recommendations of the Unified
Code of Good Governance. Should the company fail to comply with any of them, please explain the recommendations, rules, practices or criteria applied by the company.
1. The Articles of Association of listed companies should not limit the maximum number of
votes that a single shareholder may cast and should not impose other restrictions that may
hinder taking control of the company through acquiring its shares on the market.
See sections: A.9, B.1.22, B.1.23 and E.1, E.2.
Complied with
2. When a parent company and a subsidiary company are both listed, they have to define
publicly and precisely:
a) Their respective areas of activity and possible business relationships between them and
the relationships of the listed subsidiary company with the rest of companies within the
group;
b) Mechanisms provided to solve the eventual conflicts of interest that may arise.
See sections: C.4 and C.7
Not applicable
3. That, although not required expressly by commercial Law, the operations entailing a
structural modification to the company and in particular those operations listed below shall be
submitted to the approval of the General Meeting of Shareholders:
a) The transformation of listed companies into holding companies by means of
“affiliation” or incorporation of subsidiary entities of essential activities so far developed
by the company itself, even if the company holds full control over them;
b) Acquisition or disposal of essential operational assets, when entailing an factual
modification of the Company’s purpose;
c) Operations of similar effect to the liquidation of a company.
Complied with
4. Detailed proposals of resolutions to be adopted by the General Meeting of Shareholders,
including the information referred to in recommendation 28 will be made public at the time of
publishing the announcement of the General Meeting of Shareholders.
Complied with
5. Substantially independent matters shall be voted separately at the General Meeting of
Shareholders, in order for the shareholders to exercise their voting preferences separately.
Such rule shall be applied in particular to:
a) The appointment or ratification of directors, which shall be voted on individually;
b) In the event of amendments to the Articles of Association, each substantially
independent article or group of articles shall be voted on separately.
See section: E.8
Complied with
6. Companies should allow the vote to be fractioned in order for the financial intermediaries
that appear legitimized as shareholders but who act on behalf of various clients to cast their
votes in accordance with their clients’ instructions.
See section: E.4
Complied with
7. The Board should perform its functions with a single purpose and independently and treat all
shareholders equally. The interest of the Company, understood as maximising continuously the
company’s economic value, should guide the Board.
The Board should ensure that in its relationships with its stakeholders that the company abide
by all laws and regulations, observe its obligations and contracts in good faith, respect the
customs and best practices of sectors and territories where the activity takes place, and
observe the additional principles of social responsibility accepted voluntarily.
Complied with
8. The Board should undertake, as its main purpose, to approve the company’s strategy and
organization necessary to put them into practice and supervise and ensure that the
Management team complies with the goals set out and respects the company’s purposes and
interests. And, to do so, the Board should reserve for itself the power to approve the following:
a) The Company’s general policies and strategies and in particular:
i) The strategic or business plan, together with the management goals and annual
budget;
ii) Investment and financing policy;
iii) The definition of the structure of the companies’ group;
iv) The corporate governance policy;
v) Corporate social responsibility policy;
vi) Senior management remuneration and Performance evaluation policy;
vii) Risk control and management policy and the periodical follow-up of the
internal systems of information and control.
viii) Dividends policy. Treasury stock policy and especially its limits.
See sections: B.1.10, B.1.13, B.1.14 and D.3
b) The following resolutions:
i) On the proposal of the Company’s chief executive, the appointment and removal
of senior managers and their indemnity clauses.
See section: B.1.14.
ii) Directors’ remuneration and the additional remuneration of executive directors
for their executive functions and other conditions their contracts must respect.
See section: B.1.14.
iii) Financial information which, due to being a listed company, must be disclosed
publicly and periodically.
iv) Investments and operations of any type which, due to their excessive amount or
special features, have a strategic nature, except when their approval is the
competency of the General Meeting of Shareholders;
v) The creation or acquisition of interests in special purpose entities or whose
registered office is in countries or territories that have the consideration of tax
havens and any other similar transaction whose complexity could tarnish the
group’s transparency.
c) The operations the company carries out with directors, or significant shareholders or
shareholders represented on the Board or with persons associated with them (“related
operations”). That authorization from the Board will not however be necessary in any related operations meeting the three following conditions: 1. Those carried out by virtue of contracts whose terms are standard and are
applied massively to a large number of customers; 2. Those made at prices or tariffs generally established by those acting as providers of the relevant goods or services; 3. Amounts not exceeding 1% of the company’s annual income.
It is recommended the Board approve the related operations subject to receiving a
favourable report from the Audit Committee or, when applicable, from any other body charged with that function. When deciding, the directors affected, who can
neither act as such nor delegate their vote, should leave the meeting room while the Board is deliberating and voting.
It is recommended the competencies here granted to the Board should not be
delegable, except those under subsections b) and c), which can be adopted for reasons of urgency by the Executive Committee and later ratified by the Board in full.
See sections: C.1 and C.6
Complied with
9. It is recommended that the Board be of an appropriate size in order to allow for efficiency
and facilitate participation. It is advisable that the number of members not be lower than five
or greater than fifteen.
See section: B.1.1
Explain
The functioning of the Board is effective and participatory. There are now 20 members. The size of
the Board is the result of the merger of Acesa Infraestructuras, S.A. and Aurea Concesiones de
Infraestructuras, S.A., initially with 12 members from Acesa, seven from Aurea and one executive
officer with the maximum executive powers.
10. Non independent or proprietary external directors and independent directors should
represent a large majority in the Board and the number of executive directors should be the
minimum necessary, taking into account the complexity of the company group and the
percentage of participation of executive directors in the company’s capital.
See sections: A.2, A.3, B.1.3 and B.1.14.
Complied with
11. If there is an external director who is neither proprietary nor independent, the company
should explain such circumstance and the links of that director with the company, the
managers or the shareholders.
See section: B.1.3
Complied with
12. Among the external directors, the ratio between the number of proprietary or non-
independent directors and independent directors should reflect the existing ratio between the
share capital represented by proprietary or non-independent directors and the rest of the share
capital. This criterion of strict proportionality may be lessened by giving more weight to non-independent directors in proportion to the total percentage of capital they represent in the following cases:
1. In highly capitalized companies in which there are almost no interests considered significant by law although there are shareholders with share packages of high absolute value. 2. Companies with a plurality of shareholders represented on the Board and with no links
between them.
See sections: B.1.3, A.2 and A.3
Complied with
13. The number of independent directors should be less than a third of the total number of
directors.
See sections: B.1.3
Explain
See recommendation number 9.
14. The nature of each director should be explained by the Board before the General Meeting
of Shareholders in charge of appointing him or ratifying his appointment. Such appointment
should be confirmed, and as the case may be, revised yearly in the Annual corporate
governance report, subject to verification of the Appointments Committee. The report should
also explain why proprietary or non-independent directors proposed by shareholders holding
less than 5% of capital have been appointed. It should also explain why formal proposals to
appoint directors have been turned down when coming from shareholders holding the same or
more shares than those whose proposals for appointing non-independent directors have been
accepted.
See sections: B.1.3 and B.1.4
Complied with
15. If the number of women directors is very low or nil, the Board should explain the reasons
and initiatives adopted to correct such situation. In particular, the Appointments Committee
should take special care when filling the new vacancies and see to the following:
a) The selection proceedings are not implicitly biased, hindering the appointment of women
directors;
b) The company should deliberately search and include in the potential candidates, women
fulfilling the professional profile required.
See sections: B.1.2, B.1.27 and B.2.3.
Explain
The Board is willing to improve the presence of women directors in the Board. To do so, the
Appointments Committee places special care in meeting that goal when selecting possible candidates
in the event of renewals at the Board. Please note that the 3rd Vice-Chairmanship corresponds to the
representative of G3T, S.L. Ms. Carmen Godia Bull.
16. The Chairman, as the person in charge of the Board’s proper functioning, should ensure
that the Directors receive sufficient information prior to the meetings. He should stimulate
debate and the active participation of directors during the Board meetings, defend their
freedom to take positions and speak. He should organize and coordinate with the relevant
Committee Chairmen the periodical evaluation of the Board and, when applicable, the
evaluation of the Chief Executive Officer or Chief Executive.
See sections: B.1 42
Complied with
17. When the Board’s Chairman is also the Company’s Chief Executive, one of the
independent directors should be empowered to propose the convening of the Board or the
inclusion of new points in the agenda to allow the external directors to express their
concerns and to guide the evaluation of the Chairman by the Board.
See sections: B.1.21
Explain
Given the shareholding structure of the company, and the Board of Directors, with the presence of 14
proprietary directors and an executive officer with delegated powers, it is not deemed advisable to
have an independent director convoke the Board.
18. The Board’s secretary should take special care to ensure the Board’s actions regarding the
following points:
a) Are in line with the letter and spirit of current legislation and regulations, including the
provisions adopted by the regulatory bodies;
b) Are in line with the Articles of Associations and the Regulations of the General Meeting
of Shareholders, the Regulations of the Board of Directors and other company’s
Regulations;
c) Take into account the recommendations on good governance in this Unified Code
accepted by the company. Furthermore, to safeguard the independence, impartiality and professionalism of the
Secretary, his appointment and removal should be undertaken subject to the report of the Appointments Committee and approved by the Board of Directors in full. Such
appointment and removal procedure should appear in the Board of Directors’ Regulations.
See sections:B.1.34
Complied with
19. The Board should meet as frequently as necessary to efficiently perform its functions, by
following a programme with specific dates and issues established at the beginning of the year.
Each director is allowed to propose other points to the agenda not included initially.
See sections:B.1.29
Complied with
20. The non-attendance of directors at the meetings of the Board should be limited to
situations of utmost necessity and shall be recorded in the Annual corporate governance
report. If proxy representation is essential, it shall be granted with instructions.
See sections:B.1.28 and B.1.30
Complied with
21. When directors or the Secretary express their concerns on any proposal or, with regards to
the directors, on how the company evolving and such concerns are not resolved by the Board,
such concerns should be recorded in the minutes at the request of those expressing them.
Complied with
22. The Board in full should evaluate once a year the following:
a) The quality and efficiency of the Board’s functioning;
b) The performance of functions by the Board’s Chairman and by the Chief Executive of
the Company;
c) The working of its committees, starting from the report these committees submit to
the Board.
See sections: B.1.19
Complied with
23. The directors should have the right to gather additional information necessary in their
judgement on matters of the Board’s competency. And, except when the Articles of Association
and the Regulations of the Board of Directors establishes otherwise, they should address their
request to do so to the Chairman or the Secretary of the Board.
See section: B.1.42
Complied with
24. All the directors should have the right to obtain from the company the necessary advice to
perform their functions. The company should open the appropriate channels which in special
circumstances may include the external advice charged to the company.
See section: B.1.41
Complied with
25. The companies should set up an orientation programme giving the new directors a quick
and sufficient knowledge of the Company and of its corporate governance rules. They should
also offer directors knowledge updating programmes when circumstances warrant it.
Complied with
26. The companies should require the directors to dedicate the necessary time and effort to
perform their function efficiently and therefore:
a) The directors should inform the Appointments Committee of their remaining
professional obligations as they may interfere with their job of directors;
b) The company should pass rules on the number of Boards its Directors are allowed to
sit on.
See sections:B.1.8, B.1.9 and B.1.17
Partially complied with
So far, the company has decided not to limit the number of Boards beyond the legal or statutory
limitations established.
27. The directors’ appointment or re-election proposal of the Board of Directors to the General
Meeting of Shareholders and the provisional appointment by cooption is approved by the
Board:
a) At the proposal of the Appointments Committee, when appointing or re-electing
independent directors.
b) Subject to a report by the Appointments Committee, when appointing or re-electing
the remaining directors.
See section: B.1.2
Complied with
28. The companies should post and update the following information on their directors on their
websites:
a) Professional and biographic profile;
b) Other Boards of Directors of listed or unlisted companies he or she sits on;
c) Indicating the director category. If proprietary or non independent, indicate the
shareholder represented or related to.
d) Date of first appointment as company director and appointments thereafter, and;
e) Shares in the company or share options held.
Complied with
29. Independent directors should not hold office as such for a continuous period longer than 12
years.
See section: B.1.2
Complied with
30. Proprietary or non independent shareholders should submit their resignation when the
shareholder they represent sells all its shares in the company. When such shareholder sells
only part of its shares requiring a decrease in the number of proprietary directors, a number of
proprietary directors proportional to that decrease should also submit their resignation.
See sections: A.2, A.3 and B.1.2
Complied with
31. The Board of Directors shall refrain from removing any independent director before his
statutory mandate term of office established under the Articles of Association has expired,
except when there exists justification, as seen by the Board, subject to the report of the
Appointments Committee. In particular, a justification exists when a director fails to comply
with the duties of his office or is subject to the circumstances described in point 5 of section III
of definitions of this Code.
The removal of directors can also be proposed as a result of takeover bids, mergers and
other similar corporate operations entailing a change in the structure of the company’s
capital when such changes in the Board’s structure are fostered under the proportionality
criterion as per Recommendation 12.
See sections:B.1.2, B.1.5 and B.1.26
Complied with
32. The companies should establish rules obliging Directors to report and, when applicable,
resign when the credit and reputation of the company may be damaged and, in particular, the
Board of Directors should be informed when Directors are being prosecuted and if any other
court proceedings in which they are involved.
If a director were prosecuted or subpoenaed to appear in court for any of the offences
indicated in Article 124 of the Spanish Public Limited Companies Act, the Board shall
examine the case as soon as possible and basing its opinion on the specific circumstances,
should decide to confirm or remove the director from his position. The Board should give a
proper account of the above in its annual corporate governance report.
See sections: B.1.43, B.1.44
Complied with
33. All directors should clearly express their opposition when they believe that proposals
submitted to the Board are contrary to the general interest. The same should be done,
especially in respect of the independent directors and directors not affected by potential
conflicts of interest, with regards to decisions that may damage the shareholders not
represented on the Board.
Should the Board adopt significant or repeated decisions on matters about which the
director had formulated serious reservations, the director should draw the appropriate
conclusions, and, should he decide to resign, he should explain the reasons in a letter
referred to in the following recommendation.
This recommendation also includes the Board secretary, even if he is not a director.
Complied with
34. If a director leaves office before the end of term, either due to resignation or other
reasons, he should explain those reasons in a letter addressed to all the members of the
Board. Without prejudice to reporting such matter as a relevant event, the reason for his
resignation will be included in the Annual Corporate Governance Report.
See section: B.1.5
Complied with
35. The remuneration policy approved by the Board should at least cover the following
matters:
a) Amount of fixed items, breaking down, as the case may be, the expenses paid for
attending meetings of the Board and Committees and a calculation of the annual fixed
remuneration that said expenses amount to;
b) Variable remuneration items, including, in particular:
i) Categories of directors to whom they apply and an explanation of the relative
importance of variable remuneration items with regards to fixed items.
ii) Performance evaluation criteria as a basis of any right to remuneration paid
in shares, share options or any other variable component;
iii) Fundamental parameters and the grounds of any system of annual bonuses
or other benefits not paid in cash; and
iv) Calculation of the absolute amount of variable remuneration to be received
according to the proposed remuneration plan, depending on the degree of
compliance of the assumptions hypothesis or targets used as a reference.
c) Main features of benefit systems (for example, complementary pensions, life insurance
and the like), including an estimate of their amounts or equivalent annual cost.
d) Terms to be respected by the contracts with those persons exercising senior
management functions, such as executive directors, including among others the
following:
i) Term of office;
ii) Notice terms; and
iii) Any other terms relating to contract bonuses and compensation or golden
parachute clauses for early termination or for termination of the contractual
relationship between the company and the executive director.
See section:B.1.15
Complied with
36. Remuneration by means of payment in company’s shares or shares of companies in the
same group, share options or instruments indexed to share values, variable remuneration
linked to the company’s performance or benefit systems, should be limited solely to executive
directors.
This recommendation will not include the payment in shares if directors are obliged to keep
them during their term in office.
See sections: A.3 and B.1.3
Complied with
37. The remuneration of external directors should be sufficient to cover their time,
qualifications and the responsibility required by their office; it should not, however, be so high
as to jeopardize their independence.
Complied with
38. Remuneration related to the company’s results should take into account the possible
qualifications included in the external auditor’s report which decrease said results.
Complied with
39. With regards to variable remuneration, remuneration policies should include the precise
technical mechanisms to ensure that such remuneration is related to the professional
performance of its beneficiaries and are not merely the result of the general evolution of
markets or of the company’s business sector or other similar circumstances.
Complied with
40. The Board of Directors should submit to a vote by the General Meeting of Shareholders, as
a different point in the agenda and with consultative effects, a report on the directors’
remuneration policy. Such report should be placed at the disposal of shareholders separately or
in any other form deemed appropriate by the Company.
This report will focus especially on the remuneration policy approved by the Board for the
year in progress, and when applicable, for future years. It will address all the matters
included in Recommendation 35, except those aspects that may involve the disclosure of
sensitive commercial information. It will highlight the most significant changes to such
policies compared against the policy applied last year to which the General Meeting of
Shareholders refers. It will also include an overall summary on how that remuneration
policy was applied in the preceding year.
The Board should also inform the role played by the Remuneration Committee in
the making of remuneration policy and, if external advice has been used, identify
the external consultants who provided it.
See section:B.1.16
Complied with
41. The Management’s report should include the individual remuneration of directors during
the year and should include the following:
a) Individualized breakdown of remuneration of each director and should include the
following:
i) Attendance expenses and other fixed remuneration as director;
ii) Additional payments as chairman or as member of any other Board committees;
iii) Any other remuneration such as participation in benefits or bonuses, and the
reason why they were granted;
iv) Contributions in favour of a director for defined contribution pension plans, or the
increase of the vested rights of the director with regards to contributions to defined
benefit plans;
v) Any other agreed or paid compensation in the event of termination of their duties;
vi) Remuneration received as director of other group companies;
vii) Remuneration for the carrying out senior management duties by executive
officers;
viii) Any other remuneration other than the above, irrespective of its nature or
entity or group that pays it, especially in respect of related operations or when the
failure to disclose it could distort the fair view of the total remuneration received by
the Director.
b) The itemized breakdown of the payment in shares, share options or any other
securities indexed to the value of the shares, detailing the following:
i) Number of shares or share options in the year and conditions for exercising them;
ii) Number of share options exercised during the year, indicating the number of
related shares and the exercise price;
iii) Number of share options to be exercised at the year end, indicating the price, date
and the other requirements applied in the year;
iv) Any modification during the year of the terms for exercising the options already
given.
c) Information on the relationship, in said preceding year, between the remuneration
obtained by the executive directors and the company’s results and other performance
measures.
Explain
Legal requirements are met and information is not broken down, out of respect for privacy.
42. When a Managing or Executive Committee exists (hereinafter, referred to as “Executive
Committee”) the structure of the different categories of directors who form part of it should be
similar to that of the Board itself and its secretary should be the secretary of the Board. See sections: B.2.1 and B.2.6
Partially complied with
Based on its current configuration, the Board of Directors considers more appropriate for knowledge and
dedication, not to include independent directors in other committees – as they are not constituted,
especially bearing in mind the structure of capital and the Board itself.
43. The Board should at any moment know all the matters tabled and all the resolutions
adopted by the Executive Committee, and all the members of the Board should receive a copy
of the minutes of the Executive Committee’s meetings.
Complied with
44. The Board of Directors should establish, besides an Audit Committee required by the
Securities and Exchange Act, a single Committee, or two separate ones, to handle
Appointments and Remuneration.
The rules and working of the Audit Committee and Appointments and Remuneration
Committee should be set down in the Board’s Regulations and include the following:
a) The Board should appoint the members of these Committees, taking into account the
knowledge, aptitudes and experience of Directors and the tasks of each Committee; it
should deliberate on their proposals and reports; and during the first Board meeting in full
after their meetings, they should report on their activities and be accountable for the
work carried out;
b) Such Committees should be exclusively made up of at least three external directors,
without prejudice to the attendance of executive directors or senior managers, when
expressly agreed by the members of the Committee.
c) Their presidents should be independent directors.
d) They can seek external advice when necessary for the performance of their duties.
e) Minutes should be taken of their meetings and copies should be sent to all the
members of the Board of Directors. See sections:B.2.1 and B.2.3
Partially complied with Sections a,b,d and e are fully met while c is partially so.
45. The supervision of observance of internal codes of conduct and rules of corporate
governance is a function of the Audit Committee, the Appointments Committee, and if
separate, the Compliance or Corporate Governance Committee.
Complied with
46. The members of the Audit Committee and especially their president should be appointed
taking into account knowledge and experience in the subject of accounting, auditing and risk
management.
Complied with
47. The listed companies should have an internal audit function which, under the oversight of
the Audit Committee, should ensure the proper functioning of the information and internal
control systems.
Complied with
48. The person responsible for the internal audit task should submit an annual work plan to
the Audit Committee; the Audit Committee should be informed directly of any incidences that
occur; and an activities report should be submitted at the end of each year.
Complied with
49. The risk control and management policy should identify at least:
a) The different types of risks (operational, technological, financial, legal, reputational,
etc.) that the Company faces, including, amongst the financial or economic risks,
contingent liability or off-balance sheet risks;
b) The establishment of a risk level deemed acceptable by the Company;
c) Measures provided to mitigate the impact of the risks identified if they materialize;
d) The information and internal control systems to be used to control and manage said
risks including the contingent liability risks or off-balance sheet risks.
See section: D
Complied with
50. The Audit Committee should be empowered to:
1. With regards to the information and internal control systems:
a) Oversee the process of preparing financial information on the company and its
integrity and, as the case may be, in relation to the group, reviewing compliance with
legislative requirements, the appropriate limits to the consolidation scope and the
proper application of accounting principles.
b) Periodically review of the internal control systems and risk management, to
identify, manage and adequately disclose the main risks.
c) Ensure the independence and efficacy of the internal audit function; propose the
selection, appointment, re-election and removal of the person in charge of the internal
audit service; propose the budget for this service; receive periodical information on its
activities; and verify that senior management takes into account the conclusions and
recommendations of their reports.
d) Establish and monitor a mechanism allowing employees to report confidentially, and
if necessary, anonymously, any major irregularities, especially of a financial or
accounting nature that have been detected in the company.
2. With regards to the external auditor:
a) To submit to the Board of Directors proposals for the selection, appointment, re-
election and replacement of the external auditor and the respective terms of
engagement.
b) To receive regular information from the external auditor on the audit plan and the
results of its execution, and verify that senior management takes its recommendations
into account.
c) Guarantee the independence of the external auditor, and to do so:
i) The Company should report to the Spanish Securities and Exchange Commission
(CNMV) the change of auditor as relevant event and should attach it to a statement
regarding the possible existence of disagreements with the leaving Auditor and, as
the case may be, on the contents of said disagreements.
ii) To ensure that the company and the auditor abide by the current rules on the
provision of non-auditing services, the limits of concentration of auditing business,
and, in general, any other rules established to ensure auditor independence;
iii) In the event of a waiver by the external auditor, examine the circumstances
originating it.
d) Should there be a group of companies, ease the way for the group auditor to take
on the audits of the companies forming part of the group.
See sections: B.1.35, B.2.2, B.2.3 and D.3
Complied with
51. The Audit Committee should be able to interview any company employee or managers,
and have them appear for interview without the presence of any other managers.
Complied with
52. The Audit Committee should report to the Board, prior to the adoption of its relevant
resolutions, on the following matters referred to in Recommendation 8:
a) Financial information which, due to being a listed company, must be disclosed publicly
and periodically. The Committee should make sure the interim accounts are formulated
under the same accounting principles as the annual accounts and, to do so, should
consider whether it is advisable that the external auditor perform a limited review.
b) The creation or acquisition of interests in special purpose entities or whose registered
office is in tax havens and any other similar transaction whose complexity could tarnish
the group’s transparency.
c) The related operations, except when the prior reporting function has been assigned to
another monitoring and control committee.
See sections:B.2.2 and B.2.3
Complied with
53. The Board of Directors will do its best to present the accounts to the General Meeting of
Shareholders without reservations or qualifications in the Audit Report, and, in exceptional
cases when there are, the Audit Committee’s Chairman and the auditors should explain clearly
to the Shareholders the content and scope of these reservations and qualifications.
See sections: B.1.38
Complied with
54. Most of the members of the Appointments Committee – or Appointments and
Remuneration Committee, if there is only one - should be independent directors.
See sections: B.2.1
Explain
The composition of the Appointments and Remuneration Committee relates to the weight of the
groups of directors (4 proprietary and 1 independent).
55. The Appointments Committee’s functions, apart from those indicated under the preceding
Recommendations, are as follows:
a) To evaluate the competencies, knowledge and experience necessary of the Board;
define, subsequently, the functions and skills necessary the candidates for each vacancy
must possess, and evaluate the time and dedication necessary to carry out their tasks
successfully.
b) To analyse and organize, in the most appropriate manner, the succession of the
chairman and chief executive and, when applicable, to make proposals to the Board, in
order for such succession to take place orderly and in a well planned manner.
c) To report on the appointments and removal of senior managers that the chief
executive proposes to the Board.
d) To report to the Board on matters of gender equality included in Recommendation 14
of this Code.
See sections:B.2.3
Complied with
56. The Appointments Committee should consult with the Company’s Chairman and the Chief
Executive, especially in matters regarding executive officers.
And any director may be able to propose that the Appointments Committee consider
possible suitable candidates to fill director vacancies.
Complied with
57. The Remunerations Committee should, apart from those indicated under the preceding
recommendations, have the following powers:
a) To propose to the Board of Directors the following:
i) The Directors and Senior Managers remuneration policy;
ii) The individual remuneration of executive directors and the rest of their contractual
terms and conditions.
iii) The basic terms of senior manager contracts.
b) To ensure that the remuneration policy laid down by the company is met.
See sections: B.1.14 and B.2.3
Complied with
58. The Remuneration Committee should consult with the Chairman and the Chief Executive of
the Company, especially in matters regarding executive officers and senior managers.
Complied with
G - OTHER USEFUL INFORMATION If you believe there is a principle or aspect applied by your company which is relevant to good governance practices that has not been addressed in this Report, please, indicate it and explain its content below.
CLARIFICATION OF SECTION A.2
Inversiones Autopistas, S.L. is controlled by Criteria CaixaHolding, S.A.U. (formerly named
CaixaHolding, S.A.U.) and Vidacaixa, S.A. de Seguros y Reaseguros controlled by CaixaBank,
S.A.
In accordance with section 10 of the notice sent to the CNMV on 30 June 2011, the company
communicates that after the reorganization operations of the group “la Caixa”, whose
execution was announced by relevant fact on 30 June 2011, the direct and indirect
participation of CaixaBank (formerly named Criteria Caixa Corp, S.A.) was practically entirely
transferred to “la Caixa”.
According to additional information of section 10 of the notice sent to the CNMV on 1 August
2011, the company communicates that in compliance with the provisions of the framework
agreement of 27 January 2011, signed among “la Caixa”, Criteria Caixa Corp, S.A. (now named
CaixaBank, S.A.) and MicroBank de “la Caixa”, communicated in the relevant fact of the same
day 27 January 2011, “la Caixa” contributes to CaixaHolding, S.A.U. (now Criteria
CaixaHolding, S.A.U.) its interests in Abertis.
The joint share was arranged through an Investment and Shareholders’ Agreement entered
into by Trébol Holdings, S.a.r.L. and ACS, Actividades de Construcción y Servicios, S.A. on 10
August 2010, whose main purpose was to take a significant but minority shareholding in
Abertis through the companies Trébol International BV and Admirabilia, S.L.
Trébol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS,
Actividades de Construcción y Servicios, S.A. holds the remaining 40%. However, there are
certain restricted matters for which certain resolutions require a qualified majority in order to
ensure the agreement of both partners.
In turn, Trébol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several
investment funds or collective investment institutions (Limited Partnerships), and there is no
company that controls the company. CVC Capital Partners has no powers to exercise the voting
rights.
CLARIFICATION OF SECTION A.3
Shareholding of the spouse of Salvador Alemany Mas of 20,630 voting rights.
Shareholding of the spouse of Ricardo Fornesa Ribó of 18,928 voting rights.
CLARIFICATION OF SECTION A.4
Abertis has no evidence of any relevant relationship between significant shareholdings,
excluding those that arise from normal trading transactions.
CLARIFICATION OF SECTION A.5
See section C.2.
CLARIFICATION OF SECTION B.1.12
The new organizational structure has been taken into account. Furthermore, Senior
Management has received as other benefits, contributions to pension obligations and life
insurance and others totalling 424 thousand Euros and 244 thousand Euros.
CLARIFICATION OF SECTION B.1.37
Other non-audit work includes 413 thousand Euros for the company and 346 thousand Euros
for the Group, for legal services rendered by Landwell.
CLARIFICATION OF SECTION B.1.40
Mr. Florentino Pérez Rodríguez holds 12.52% of ACS, Actividades de Construcción y Servicios,
S.A. through Inversiones Vesan, S.A.
Inversiones Vesan, S.A. is a holding company of Mr. Florentino Pérez Rodríguez through his
100% holding in Rosan Inversiones, S.L. and is the shareholder of ACS, Actividades de
Construcción y Servicios, S.A. of the abovementioned 12.52% of it share capital.
Shareholding of spouse and minor children of Marcelino Armenter Vidal.
ADDITIONAL INFORMATION TO SECTION C.2
The transactions with other related entities are set out below:
Between VidaCaixa Grupo, S.A. and Abertis Infraestructuras, S.A. the following relevant
transactions took place:
- In the amount of 280,000 thousand Euros, nature of the transaction: Contractual and type
of transaction: Financial Agreements: loans and capital contributions (borrower) - Loan.
- In the amount of 1,564 thousand Euros, nature of the transaction: Contractual and type of
transaction: Receipt of services (insurance).
Between Dragados, S.A. and Autopistas, Concesionaria Española, S.A. the following relevant
transactions took place:
- In the amount of 29,238 thousand Euros, nature of the transaction: Commercial and type of
transaction: Purchase of tangible assets.
CLARIFICATION TO SECTION C.3
The information on the remuneration of the Board of Directors and Senior Management is set
out in notes B.1.11 and B.1.12, respectively.
CLARIFICATION TO SECTION C.5
The reference in Article 127 of the Public Limited Companies Act must be understood as made
to Articles 229 and 230 of the Capital Company Act.
CLARIFICATION TO SECTIONS E.1, E.2 AND E.3
The reference made to the Public Limited Companies Act, must be understood made to the
Capital Company Act.
ADDITIONAL INFORMATION in the attached appendix is annexed to the report on functions and
activities of the Audit and Control Committee (2011), as well as the Complementary Report to
the Annual Report of Corporate Governance corresponding to the financial year 2011 that the
Board of Directors of Abertis Infraestructuras, S.A. presents on the aspects contained in Article
61 bis of the Securities Market Act.
This section may also include any other information, clarification or nuance related to the
preceding sections of the report, to the extent that they are relevant and not repetitive.
Specifically, please indicate whether the company is subject to legislation other than Spanish
law in areas of corporate governance, and, as the case may be, include any information that
must be provided other than that required under this report.
Mandatory definition of independent director:
Indicate whether any of the directors has now or in the past had a relationship with the
company, its significant shareholders or directors, which, if sufficiently important or significant, would have barred the director from classification as independent in accordance with the definition under section 5 of the Unified Code of Good Governance:
NO
Date and Signature:
This annual corporate governance report was adopted by the Board of Directors at its meeting on
21/02/2012.
Indicate if any directors voted against the adoption of this report or if they abstained from approving it.
NO
Report of the Audit and Control Committee
This report was submitted by the Audit and Control Committee to the Board
of Directors of Abertis Infraestructuras, S.A. (abertis) and was approved on
21 February 2012.
Composition, duties and functioning
The Audit and Control Committee was created by the Board of Directors on
14 April 2002.
The aspects related to its composition, powers and rules have been modified in order to comply with the obligations and recommendations
made after its creation.
a) Composition
This Committee is an internal body of the Board of Directors and therefore it
is made up of Company directors. The majority of its members are external
directors (with no executive functions) appointed by the Board of Directors.
Its chairman is elected from amongst such external directors and renewed every four years. One year after stepping down, the chairman may be re-
elected. By complying with these requirements, the Committee strengthens
and guarantees the independence of its opinions and representations.
The directors that were members of the Committee during 2011 were:
Position Members Date of appointment
Nature
Chairman Ernesto Mata López 23/06/2003 Independent external member
Board member
Marcelino Armenter Vidal 26/05/2009 External nominee member
Board member
Emilio García Gallego 01/04/2008 Independent external member
Secretary Marta Casas Caba 27/11/2007 Non-voting secretary
b) Duties
Pursuant to Article 22 of the Articles of Association of abertis and Article
13 of the Board of Directors' Regulations, the basic duties of the Audit and Control Committee are as follows:
a) Oversee the company’s financial reporting and internal control
processes.
b) Propose the appointment of auditors or audit companies, the
applicable terms of business, the scope of their professional mandate and, if appropriate, the renewal or otherwise of their
appointment, all in accordance with applicable legislation.
c) Report to the General Shareholders’ Meeting on the issues raised
by the shareholders concerning areas in the Committee’s remit.
d) Review the Company’s accounts and monitor compliance with legal requirements and the proper application of generally
accepted accounting principles, as well as report on the proposals
for the modification of accounting principles and criteria suggested
by management.
e) Enable communication between the Board of Directors and the
Auditors, evaluate the results of each audit and the responses of the management team to its recommendations, and mediate
whenever there are discrepancies between the Auditors and
management concerning applicable principles and criteria in the
preparation of financial statements.
f) Oversee internal audit services, verifying their adequacy and integrity and reviewing the appointment and substitution of those
responsible for it.
g) Oversee the performance of the audit engagement, ensuring that
the opinion on the annual accounts and the main content of the
audit report are drafted clearly and precisely.
h) Build the relevant relationships with the auditors or audit
companies in order to receive information on those issues that
may jeopardise their independence, for review by the Committee
and any other issues related to the audit, as well as any
information provided under auditing legislation and technical auditing standards. In any event, they should receive from the
auditors or audit companies annually written confirmation of their
independence with respect to the entity or entities related to it, directly or indirectly, and information on additional services of
any kind provided to these entities by the aforementioned auditors
or companies or entities related to them in accordance with Audit
Law 19/1988.
i) Issue annually, prior to the issue of the audit report on the
accounts, a report expressing an opinion on the independence of the auditors or audit companies. This report should, in any event,
express an opinion on the additional services referred to above.
j) Consider the suggestions made by the Chairman of the Board of
Directors, the Board members, the managers or the shareholders
of the Company.
c) Functioning
The basic principles of action and the system of internal functioning of
the Committee are regulated by the Regulations of the Board of
Directors.
The Committee is a body of an informational and consultative nature,
without executive functions and with powers to inform, advice and
propose within its sphere of action.
The Audit and Control Committee meets as often as necessary to
undertake its functions and is convened by the Chairman of the
Committee at his discretion, or at the request of the Chairman of the
Board of Directors or two members of the Committee.
Any member of the management team or employee of the company can be obligated to attend the Committee’s meetings and to collaborate by
providing the information at their disposal when asked to do so. The
Committee may also request the presence of the Company’s auditors at
its meetings.
The Audit and Control Committee is validly constituted when the majority of its members, present or represented, attend. Its decisions
are adopted by the majority of the persons attending, present or
represented.
Where applicable, and by default, the functioning rules of the Board of
Directors apply.
Activities
During 2011 the Audit and Control Committee held eight meetings and carried out the following activities:
a) Revision of economic and financial information
Annual Accounts
During February 2011 the Audit and Control Committee read and
reported positively on the annual accounts and directors' report,
individual and consolidated, of abertis for 2010, before their
submission to the Board of Directors for their formal preparation.
In this respect, and among other procedures, during the same meeting:
o It discussed with the people responsible for their preparation
matters such as the reasonableness of the development of the
figures, major transactions or events in the period, changes in
accounting policies and any other significant information.
o Information was provided concerning the conclusions of the
external auditor's work on the individual and consolidated
annual accounts for that year.
Interim financial statements
In July 2011 the Audit and Control Committee read the interim financial statements and reported favourably on them to the Board of
Directors, before their approval.
Similarly, during that meeting, the Committee continued to apply the
same procedures (discussing and checking with the people responsible for their preparation and obtaining an understanding of
the conclusions of the limited review carried out by the external
auditors) indicated above.
Quarterly economic-financial information and other requirements
The Audit and Control Committee has reviewed the regular public
information and information on any other requirements that the Company sends to the National Securities Market Commission,
following discussion and verification with the people responsible for
its preparation described above, verifying that such information is
presented in a manner consistent with the accounting and
consolidation principles applied in the preparation of the annual accounts.
Other information: corporate restructuring and dividends
During the first meeting in April, the Committee approved the
formation of an Independent Committee in order to ensure the
adequate valuation of the terms of the business restructuring of the
Abertis Group carried out during the year (in particular, the
equivalent valuation of the option to receive dividends in cash or in kind).
As a result of the distribution of interim dividends, during the meeting
of June 2011 (extraordinary interim dividend) and during the meeting
of October 2011 (interim dividend) and prior to their submission to
the Board of Directors, the Committee reviewed the statements evidencing the existence of profits enabling the distribution of an
interim dividend and the forecast accounting statements of liquidity
evidencing the existence of sufficient liquidity to complete the
distribution.
Financial Reporting Internal Control System (SCIIF)
The Committee has verified that the recommendations of the task
force created to this effect by the National Securities Market Commission have been reasonably complied with and overseen the
preparation of the complementary report attached to the Annual
Corporate Governance Report, in accordance with the obligation to
report on the Financial Reporting Internal Control System contained
in the Sustainable Economy Law.
Similarly, it has read the results of the internal audit reviews carried
out during the year in relation to the supervision of the SCIIF report
and the results of the external auditor's review of the attached
complementary report.
b) Relationship with the auditors
Appointment of auditor
The functions of the Audit and Control Committee are, amongst others,
guiding and proposing to the Board of Directors the appointment of an Auditor and safeguarding their independence.
The Committee decides on the auditor selection criteria in order to
achieve the maximum unification of Group criteria, cost optimization and
the generation of possible synergies in the audit process. All external
audit engagements are subject to this process, in both the parent company and the companies in which abertis holds a majority stake.
In May 2011 the proposal was submitted to the Board of Directors (for
submission to the General Shareholders' Meeting) to renew
PricewaterhouseCoopers as the auditors of the annual accounts of
abertis for 2011. This proposal was submitted within the framework of
the results of the selection processes carried out by the Committee on a
regular basis and which involved audit firms of recognised prestige.
Fees and independence
The Committee has monitored the fees of the audit firms (lead and
other auditors), including those related to other professional services
provided to abertis and its group. Particularly noteworthy is the fact
that such other professional services provided in 2011 are not in
conflict with auditing activities under the rules on conflicts of interests contained in the Finance Law.
The Committee has verified that there are no objective reasons to
question the auditor's independence (by obtaining letters of
confirmation of independence and reviewing the fees received for
audit work and other services) and has issued a report on independence of the auditors in accordance with Securities Market
Law 24/1988.
c) Follow-up of legislative development
The Committee has been informed of the development of legislation and
the actions undertaken in relation to accounting, financial reporting and criminal liability of legal persons.
d) Internal audit supervision
The functions of the Audit and Control Committee include the supervision
of the efficiency of the abertis Group's internal control system and risk
management systems. This function is mainly undertaken through
Internal Audit activities.
Functions
The most important functions of the Internal Audit are:
Assess whether the established systems guarantee a reasonable
level of internal control and policies, plans, procedures, rules and
regulations are being complied with correctly.
Establish mechanisms to identify and carry out a follow-up of the
inherent risks to the various key businesses and processes in the diverse business and support areas through the permanent
evaluation of the controls set up to mitigate risks.
Guarantee the reliability and integrity of the financial and
operating information and the means used to prepare it.
Guarantee, through information systems audits and the permanent evaluation of procedures, the appropriateness,
usefulness, efficiency, reliability and safeguarding of information
and information systems.
Collaborate with external auditors in order to align their tasks with
Internal Audit objectives.
Report to the Management Team, the Chief Executive Officer and the Audit and Control Committee any anomalies or irregularities
found, as well as any respective remedial actions proposed.
Assist the members of the organisation by providing them with
analysis, recommendations, advice and information regarding the
reviewed activities.
Activities
Amongst the activities carried out by Internal Audit in 2011 and
supervised by the Audit and Control Committee, we can highlight the following:
Risk model
Update of the Group's risk maps (both consolidated and individual for
business units/corporation), and the preparation of defined action
plans for managing these risk.
Reviews
o Reviews included in the 2011 Audit Plan, as well as other reviews
begun at management’s behest or at the behest of the Internal
Audit department.
o Periodical, systematic follow-up of the recommendations proposed in the reviews.
2012 Audit Plan
The Audit and Control Committee has approved the Annual Review
Plan 2012 prepared, inter alia, on the basis of the risk levels
identified, the regular cover of basic transaction processes and the
results of the reviews carried out previously.
Internal Audit Budget
The Audit and Control Committee has carried out the follow-up of
resources and costs of the internal audit function and approved the
budget and the allocation of resources for 2012.
e) Evaluation of the functioning of the Audit and Control Committee
In order to comply with the recommendation of the Unified Code (the
Conthe Code) to evaluate the functioning of the Audit and Control
Committee, the Committee itself prepared a self-evaluation report of its activities, which it qualified as satisfactory.
REPORT SUPPLEMENTARY TO THE ANNUAL CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2011 PRESENTED BY THE BOARD OF
DIRECTORS OF ABERTIS INFRAESTRUCTURAS S.A. ON THE MATTERS
CONTAINED IN ARTICLE 61 BIS OF THE SECURITIES MARKET ACT
The board of directors of Abertis Infraestructuras S.A., in compliance with
the provisions of article 61 bis of the Securities Market Act 24/1988 of 28 July, introduced by the Sustainable Economy Act 2/2011 of 4 March, issues
this report which is supplementary to the Annual Corporate Governance
Report for the financial year 2011 on the matters contained in the said
article 61 bis of the Securities Market Act, with a view to its being presented
to the General Shareholders Meeting of the company.
a) Securities not traded on a regulated Community market, with
indication of the various classes of shares and, for each class of
shares, the rights and obligations they confer.
The company’s capital structure does not contain any securities not
traded on a regulated Community market.
b) Any restriction on the transfer of securities and any restriction
on voting rights.
Article 6 of the company’s by-laws provides that shares are represented
by accounting entries. The shares are transferable by all legally
recognised means, in accordance with their nature and the laws
governing the transfer of securities represented by accounting entries.
As regards restrictions on voting rights article 13 of the company by-
laws provides:
“Shareholders may personally attend Meetings with the right to speak
and vote who accredit they are the holders of at least one thousand shares entered in their name five prior to the day on which the Meeting
is to be held. Each share gives the right to one vote. For such purposes
shareholders attending the Meeting must have an attendance card
issued by an entity forming part of the Management Service for Systems
of Registration, Clearing and Settlement of Securities (previously the Securities Clearance and Settlement Service) or by the company itself
following proof of ownership.
All shareholders may appoint other persons as proxies who may or may
not be shareholders. Holders of numbers of shares below the minimum
provided for attendance at General Meetings may be represented by one
of them if as a group they possess that number of shares. Appointment as proxy must be proved by documentary evidence and for each
Meeting.”
c) Rules applicable to the amendment of the company by-laws
As regards amendment of the company by-laws the applicable rules are contained, without prejudice to the provisions of article 194 and other
concordant provisions of the Companies Act, in article 22 of the company
by-laws and in article 4 of the Regulations of the Board of Directors
which provide:
“The adoption of resolutions shall require the vote in favour of an
absolute majority of the directors in attendance at the meeting, either in
person or by way of a representative, except a) in cases of permanent
delegation of any power of the board of directors to the executive
committee or the managing director and the appointment of the directors who are to hold these posts, for which the vote in favour of two
thirds of the members of the board shall be necessary, and b) where
they refer to the following matters, in which case the vote in favour of
more than two thirds of the directors in attendance either in person or
by way of a representative shall be necessary:
(i) Proposals for the conversion to a different corporate form, merger,
division or winding up of the company, the overall transfer of
the assets and liabilities of the same, contribution of branches
of activity, alteration of its corporate object, increase and
reduction of capital. ...”
d) Any significant agreements entered into by the company and
which come into force, are amended or are terminated in the
event of a change of control of the company as a result of a
takeover bid.
The company has not entered into any agreements which come into
force, are amended or terminated in the event of a change of control of
the company as a result of a takeover bid.
e) Any agreements between the company and its directors and
executives or employees which provide for compensation where
they resign or are unfairly dismissed or if their employment
comes to an end as a result of a takeover bid.
Except for two senior managers and the managing director the company does not have any agreements other than those laid down in the Statute
of Workers Act or in Decree 1382/1985 on Senior Management which
provide for compensation where they resign or are unfairly dismissed or
if their employment comes to an end as a result of a takeover bid.
In the case of the senior managers they have been granted compensation in excess of that applicable under the regulations referred
to in cases of unfair dismissal, change of control and retirement among
others in order to encourage loyalty and their remaining with the
company.
The company also generally includes compensation clauses in its
management contracts representing between one and two years’ salary
depending on level of responsibility.
f) Description of the main characteristics of the internal systems of risk control and management in relation to the process of issuing
financial information.
1. What organs and / or functions are in charge of: (i) the
existence and maintenance of an adequate and effective ICFR
(ii) its introduction (iii) its supervision
The Internal Control of Financial Reporting (ICFR) of the Abertis
Group forms part of its general internal control system and consists
of a set of processes which the board of directors, the Audit
Committee, senior management and staff of the group carry out to provide reasonable certainty as regards the reliability of the financial
information published in the markets.
The “Policy of Definition of Responsibilities for Internal Control of
Financial Reporting of the abertis Group” lays down the following responsibilities in relation to ICFR:
The board of directors is ultimately responsible for all regulated
information the Group issues to the markets and, in consequence,
for formulating financial information (article 4 of the Regulation of the Board of Directors) and for its ICFR being adequate and
effective.
The basic responsibilities of the Audit Committee (AC) include
supervision of the efficiency of ICFR (art. 22 of the company by-
laws and art. 13 of the Regulation of the Board of Directors). The
internal audit service of the Abertis Group supervises ICFR by delegation from the AC.
Corporate Management Control is responsible for maintaining and
introducing ICFR.
2. What departments and / or mechanisms are responsible: (i) for the design and review of the organisational structure; (ii)
for clearly defining the lines of responsibility and authority,
with an adequate distribution of tasks and functions; (iii) for
there being adequate procedures for them to be properly
spread throughout the entity, in particular as regards the process of preparation of financial information
The board of directors of the Abertis group assigns responsibility for
design and review of organisational structure to the General
Management of Internal Resources and Efficiency department, and specifically to Corporate Organisation Control. The latter lays down
the general lines of the structure and distribution of responsibilities
and the procedure to design, review and update the same, this
structure being documented in the form of the organigrams
(organisational structure), the relational models (which lay down the
assignment and distribution of responsibilities) and the process model and its associated rules which form part of the policy catalogue of the
Abertis Group.
The Abertis Group has an internal organigram available on the
corporate intranet which covers all of the areas, locations and companies of the group and which is basically divided according to
business and department (including those departments involved in
the preparation, analysis and supervision of the financial
information). This organigram indicates responsibilities up to a certain
management level and is supplemented by other more detailed organigrams at departmental level.
As regards in particular the process of preparation of financial
information in addition to detailed organigrams there are also
instructions issued by Corporate Management Control which lay down the specific guidelines and responsibilities for each closing, and
closing procedures which set out who is responsible for the main
tasks both at corporate level and at the level of the subsidiaries.
3. Whether the following exist particularly in relation to the
process of preparation of financial information:
- Code of conduct, approval body, degree of distribution and
instruction, including principles and values (indicating
whether there are specific references to the recording of
operations and preparation of financial information), body
responsible for analysing infringements and for proposing
corrective measures and penalties.
The Abertis Group has a code of conduct (Ethical Code). The
corporation prepares a Framework Ethical Code which is adapted in
each country by way of the drawing up of a local Ethics Regulation
which combines observance of corporate guidelines with the specific features certain countries may have on particular matters. The Ethical
Code is communicated to all employees, is available by way of the
corporate intranet and is part of the training which new members of
the Group receive.
The Ethical Code includes among its fundamental principles the
commitment strictly to comply with the obligation of the Abertis
Group to offer reliable financial information prepared in accordance
with applicable regulations, and the responsibility of its employees
and management to ensure this is so, both by way of the correct
carrying out of their functions and communication to the bodies of governance of any circumstance which might affect that undertaking.
- Channel for complaints, allowing communication to the audit
committee of irregularities of a financial and accounting
nature, in addition to possible breaches of the code of conduct and irregular activities in the organisation, stating whether it
is of a confidential nature.
The Abertis Group has and promotes the use of a complaints channel
introduced to handle communications of possible breach of the Ethical Code among others.
Communications received are treated confidentially and are assessed
and classified by the Ethical Code Committee (made up of the
Corporate Staff Manager, the Head of the Corporate Legal Department, a representative of Corporate Security Management and
a representative of Corporate Risk Control and Internal Auditing
Management. Depending on their nature and possible importance
they are brought to the attention of the AC which ultimately decides
on any action to be taken.
The complaints channel is managed internally and complaints can be forwarded by way of an on-line form (available in the Abertis Group
intranet), by post or e-mail.
Complaints concerning fraud linked to financial information are
covered by the “Internal Fraud Control Rule”.
- Regular training and refresher courses for staff involved in
the preparation and review of financial information and in the
assessment of ICFR covering at least financial regulations,
auditing, internal control and risk management.
As regards training and refresher courses Abertis takes the view that
the ongoing training of its employees and managers, both at
corporate level and in the subsidiaries, on those matters which affect
the Abertis Group is vital. In this regard Abertis also considers that
complete and up-to-date training on the rules for the preparation of financial information, the regulations on capital markets, taxation and
internal control is necessary in order to ensure that the information
reported to the markets is reliable and in accordance with
regulations.
Corporate Management Control has subscriptions to a number of publications and journals on accounting and financial matters and to
the website of the International Accounting Standards Board which
regularly sends new developments and other communications of
interest which are analysed so as to ensure they are taken into
consideration in the preparation of Abertis financial information.
As regards the preparation and review of financial information the
Abertis Group annually designs and puts into practice training plans
which include the training needs identified by Corporate Management
Control in relation to:
New accounting, tax, capital markets and internal control
regulations, adapted and applied to the Abertis Group
Changes to reporting methods and / or information systems
Individual initiatives of the members of the Corporate
Management Control team
As a result of the identification of the needs of these areas the
appropriate training activities are designed and put into effect to
cover annual training objectives on these matters. The Abertis Group has carried out training activities during 2011 using external experts
and internal training sessions for staff linked to the preparation and
review of financial information both at corporate level and in the
subsidiaries.
The training areas on which most emphasis has been placed in 2011 relate to the accounting and financial questions which could have the
greatest impact on the preparation of the financial information of the
Abertis Group, particularly new developments concerning EU-IFRS
and information systems.
4. What are the main characteristics of the risk identification
process, including error or fraud, as regards:
Whether the process exists and is documented.
Whether the process covers all financial information
objectives (existence and occurrence; integrity; valuation;
presentation, breakdown and comparability; and rights and
obligations), whether it is updated and if so how often.
The existence of a process of identification of the perimeter of consolidation, taking into account among other aspects the
possible existence of complex corporate structures,
instrumental or special purpose entities.
Whether the process takes into account the effects of other types of risk (operative, technological, financial, legal,
reputational, environmental, etc.) insofar as they affect the
financial statements.
Which governing body of the entity supervises the process.
As regards the process of identification of risks of error or fraud in
financial information the Abertis Group carries out every year an
analysis to identify which processes and which locations are
generating relevant transactions, which is documented in the “Policy of identification of risks of error in the financial information of the
Abertis group” (“Risk identification policy”).
It is laid down in the Risk identification policy that once these have
been identified they are reviewed for the purposes of analysing the
possible risks of error in each assertion of the financial information.
The risk identification process is carried out at least once a year and in any event when a significant change occurs to the perimeter of the
Abertis Group.
By applying the Risk identification policy the Abertis Group ensures
that the process considers quantitative and quantitative variables
(such as complexity of the transactions, subjection to regulations or level of judgment required) for the definition of the scope of the ICFR
of the Abertis Group.
As a result of the application of the Risk identification policy an ICFR
risk matrix is drawn up. The purpose of the risk matrix is to identify the accounts and the breakdowns with a significant associated risk
with important potential impact on the financial information. Once the
scope of application of ICFR in the Abertis Group is defined the
control operations covering the identified risks are designed on the
basis of the identified risk matrix.
Consideration is also given in the Abertis Group to the possibility of
risks of error in certain processes not linked to specific classes of
transactions but particularly relevant in view of their importance in
the preparation of the reported information (such as the closing
process, operating of information systems, review of significant accounting judgments or policies). The latter include the process of
consolidation, the reason why the Abertis Group has laid down
policies designed to ensure both the correct configuration and
carrying out of the process and the correct identification of the
perimeter of consolidation.
The general Risk Map of the Group is used in the identification of risks
of error in the financial information and the assessment of their
importance (which includes both financial and non-financial risk). The
process of identification of risks of error in the financial information is carried out and documented by Corporate Management Control and is
supervised in the final instance by the AC.
The Audit Committee of Abertis is responsible for supervising the
internal control and risk management system with the support of Internal Auditing.
5. Documentation describing the flows of activities and controls
(including those concerning the risk of fraud) of the various
types of transactions which might significantly affect the
financial statements, including the process of accounting
closure and the specific review of relevant judgments, estimates, valuations and projections.
The Abertis Group has documentation describing activities and
controls which covers all of the objectives of the financial information
on the various types of transaction with significant impact on its
financial statements.
As regards activities and controls directly relating to transactions
which may significantly affect the financial statements the Abertis
Group has descriptions of controls implemented to mitigate the risk of
material error in the information reported to the markets. These descriptions are documented in control operation matrices and
contain information on what the control operation should consist of,
for what it is carried out, who should carry it out, how often, and
other information on what information systems or what operations
carried out by third parties are important for the effectiveness of the control operation in question. The descriptions cover controls on
areas such as income generation, investment and expenditure on
concessions, acquisitions and subsequent valuation of other fixed
assets, analysis of the recoverability of investments, recording of
taxation of profits or the correct presentation of financial instruments
and of the financing operations of the Abertis Group.
Abertis also has policies designed to mitigate the risk of error in
processes not relating to specific transactions. In particular there are
documented policies on:
(i) closing processes (both at corporate level, which includes the
process of consolidation, and at the level of subsidiaries,
(ii) procedures of activities carried out by third parties,
(iii) policies to identify and establish approval levels for relevant
judgments and estimates, (iv) policies designed to ensure that the information which has to
be disclosed flows adequately in the Abertis Group (see
section 8, Procedures of review and authorisation of
financial information).
In relation to relevant judgments and estimates the Abertis Group
provides information in its annual consolidated accounts on
particularly relevant areas of uncertainty. The key hypotheses used
by the Abertis Group in this respect, where they have a significant
impact, are specifically reviewed and approved by General Financial
Management and, as appropriate, by the Managing Director.
6. Internal control policies and procedures for the information
systems (including access security, change control, operation
of the same, operational continuity and segregation of
functions) which support the relevant processes of the entity
in relation to the preparation and publication of the financial
information.
The Abertis Group uses information systems to maintain adequate
checks and controls over its operations and their correct functioning
is therefore a vital element given special emphasis by the Abertis
Group. Therefore as a part of the process of identification of risks of error in financial information the Abertis Group identifies, through
Corporate Management Control, which systems and applications are
relevant to its preparation. The systems and applications identified
include those directly used at corporate level in the preparation of the
consolidated financial information and the systems of reporting for the various companies of the Group. The systems and applications
which the Abertis Group has identified include both complex
developments at the level of integrated information systems and
other applications developed at user level (for example calculation
sheets) where the latter are relevant to the operations of preparation
or control of financial information.
For the systems and applications identified (those used at corporate
level in the preparation of the consolidated financial information)
Corporate Management Control has established policies aimed at
ensuring their correct operation. The policies developed by Corporate Management Control cover security, both physical and logical, as
regards accesses, procedures for checking the design of new systems
or of modifications of the ones already in existence, and the
continuity of their operation (or coming into operation of alternative
systems and applications) in the event of unforeseen occurrences affecting them.
7. Internal control policies and procedures designed to supervise
the management of activities subcontracted to third parties,
and of those aspects of evaluation, calculation or valuation entrusted to independent experts, which may significantly
affect the financial statements.
The Abertis Group reviews annually what activities carried out by
third parties are relevant to the process of preparation of financial
information. The Abertis Group has not to date outsourced any processes from which information derives which has a material
impact on the individual or consolidated financial statements of the
Abertis Group and is not supervised by Abertis, and therefore it does
not require reports on the efficiency of controls created by entities
outside the Abertis Group beyond the requirements of the policies for
contracting third parties maintained by the Abertis Group.
The Abertis Group does however regularly use reports by independent
experts for the valuation of its financial instruments and undertakings
to employees. General Financial Management and Remuneration and
Benefits Management carry out controls on the work of these experts designed to check:
competence, capacity, accreditation and independence,
the validity of the data and methods used and
the reasonableness of the hypotheses used if applicable.
8. Review and authorisation procedures for financial information
and the description of the ICFR to be published on securities
markets, indicating who is in charge of them
The Abertis Group’s “Review, Certification and Supervision of Financial Information Policy” lays down, among other matters, its
scope (ongoing regulated financial information and those responsible
for its preparation) and the review procedures of the AC which
include reading and analysis of the information and discussions with
those responsible for its preparation (Corporate Management Control), those in charge of checking existing controls (Internal Audit)
and external auditing.
Responsibility for the preparation of financial information in each
quarterly closing begins with the review and certification of the person in charge of management control in each company of the
group, and additionally in the six-monthly and annual closings with
the express certification of the general manager of each subsidiary.
The individual and consolidated annual accounts, the six-monthly financial reports and the financial information contained in the
intermediate quarterly declarations of the Abertis Group are prepared
and reviewed by General Financial Management and Corporate
Management Control prior to their presentation to the AC. The latter
applies the procedures included in the policy commented on at the
beginning of the section prior to the presentation of its conclusions to the board of directors of Abertis.
9. A specific function designed to define and keep accounting
policies updated (accounting policies area or department) and
to resolve doubts or disputes arising out of their
interpretation, maintaining regular contact with those in charge of the operations of the organisation
This is the responsibility of the Consolidation and Accounting
Regulation Management department (part of Corporate Management
Control) which among other functions is in charge of defining, keeping up-to-date and communicating the accounting policies of the
Abertis Group for the purposes of the preparation of consolidated
financial information under EU-IFRS (and consequently of the
information to be reported by each subsidiary).
The Abertis Group has drawn up a “Procedure of preparation,
updating and communication of accounting policies” which lays down:
The existence of a Abertis Group accounting manual
Regular updates
Communication with the Business Units Procedure for receiving and responding to consultations on the
accounting manual
Procedure for updating of the Reporting Package of accounting
information to be received from the subsidiaries
The functions of the Consolidation and Accounting Regulation
Management department also include responding to accounting
consultations made by the various business units or other corporate
parts of the Abertis Group.
10. An updated accounting policy manual communicated to the
units through which the entity operates
The Abertis Group has an accounting policies manual, Group
Reporting and Accounting Principles Handbook (GRAPH) for the purposes of the preparation of financial statements under EU-IFRS
which is regularly updated (at least once a year) and includes the
applicable rules. The Auditing Instructions which the external auditor
sends to the auditors of the various companies of the Group for the
limited review or audit in each six-monthly and annual closing
respectively indicate that the accounting principles on which they are to carry out their work are those contained in the Abertis GRAPH.
Alterations are notified to the subsidiaries by e-mail, the complete
updated manual being kept in the Accounting Regulations Portal in
the Abertis Group intranet.
11. Mechanisms for gathering and preparing financial
information with homogenous formats, applied and used by all
units of the entity or group, which support the main financial
statements and notes and the information given on ICFR.
The Abertis Group has various integrated platforms of financial
information for practically all of its subsidiaries. Each one of the
subsidiaries also sends a “Monthly Report” to Corporate Management
Control which contains the financial information necessary at the
close of each month for the preparation of the consolidated information and other necessary financial information, which is
received by e-mail. There is a single monthly reporting based on a
uniform accounts plan for all companies.
The “Six-Monthly Forms” (a single standardised report for all of the
companies of the Group) are received every six-months and every year signed by the general management of each of the subsidiaries
and contain all of the information necessary for the preparation of the
Group’s consolidated financial information (annual accounts and
intermediate summary financial statements).
These “Six-monthly and annual forms” ensure homogeneity of
information by way of the following characteristics:
They are standard and uniform for all countries and businesses
They are prepared on the basis of Abertis Group instructions and its accounting manual which is standard for all of the
companies which make up the group
They include applicable legal, tax, commercial and regulatory
requirements
Both the monthly information and the six-monthly and annual
information is automatically included in the consolidation system and
in the corporate database.
The structure of the “Forms” is reviewed regularly (at least twice a year) in order to ensure that they include all regulatory updates
applicable under EU-IFRS.
All of the reporting system is contained in the Monthly Reporting
Information Manual which is updated annually and which includes
processes, dates and complete information concerning compliance with the reporting requirements to be followed by all companies of
the Group.
12. Whether it has an internal audit function which has among
its tasks that of supporting the audit committee in the supervision of the internal control system including ICFR.
The Abertis Group has an internal audit function (forming part of
Corporate Risk Control and Internal Audit Management) which comes
under the presidency of the board of directors and reports directly to the AC (which is delegated the function of supervising the internal
control systems including ICFR).
It’s more important functions (described annually in the “Report on
the Functions and Activities of the AC”) include:
Ensuring the reliability and integrity of the financial and
operating information and of the means used for its
preparation
Guaranteeing, by way of computer audit, the suitability, utility, efficiency, reliability and integrity of the information and of the
information systems
13. Whether it has a discussion procedure by which the auditor
of accounts (in accordance with the provisions of the Technical Rules of Auditing), the internal audit function and
other experts can inform senior management and the audit
committee or the directors of the entity of any significant
internal control weaknesses identified during the processes of
review of the annual accounts or any other reviews they were commissioned to carry out. Also provide information on
whether it has an action plan which seeks to correct or
mitigate the weaknesses observed.
As has already been indicated in section 8 the “Review, Certification and Supervision of Financial Information Policy” of the Abertis Group
lays down the review procedure by the AC which includes:
Meeting those in charge of the preparation of the financial
information to comment on the reasonableness of the
movements of the more important amounts, transactions or events of the period, changes to accounting policy, anomalous
fluctuations and any other information considered relevant.
Discussions with the internal audit function (as part of the
ongoing monitoring of reviews and recommendations carried out throughout the financial year at each meeting of the AC) to
obtain information on the results of the reviews made within
ICFR and on the state of the improvement recommendations
for any identified weaknesses.
Private discussion with the external auditors (at least at the
end of the planning of the audit of annual accounts of the
financial year and at the end of their work of audit or limited
review of the annual accounts and of the six-monthly
information respectively) to obtain information on the extent of
their work and on possible significant internal control weaknesses identified, discover the results of their work, the
content of their reports and any other information considered
appropriate.
The action plans concerning the weaknesses detected in 2011 have been drawn up in the form of recommendations which are following
the circuit of prioritisation, assignment of person in charge and
monitoring described in section 14.
14. A description of the scope of the evaluation of the ICFR carried out in the financial year and of the procedure by which
the person in charge of carrying it out notifies his results,
whether the entity has an action plan which sets out possible
corrective measures, and whether consideration has been
given to its impact on financial information
Internal Audit draws up an Annual Review Plan which is approved by
the AC. This includes:
Reviews of critical Processes and primary level transactions.
One of the primary level transaction processes is the
“preparation of the financial information /closing of accounts”. These processes are reviewed in the subsidiaries of the Group
at pre-established intervals (which vary depending on factors
such as their relative importance or use of shared corporate
services, although at least once every 4 years).
All of the reviews of this process contemplated in the Plan for the financial year 2011 have been carried out.
Compliance reviews (compliance with regulations applicable to
the corporation and / or the various businesses). This section
includes reviews carried out for ICFR, particularly in relation to the compilation and review of the information received from
the various companies of the Group and the processes of
accounting consolidation.
In relation to the financial information concerning the financial year 2011 and the general model of ICFR Internal Audit has:
o Reviewed the model of internal control of the financial
information to guarantee its effectiveness. For this it has
analysed the risk identification process and the correct
design and existence of the controls created to mitigate them.
o Verified (for an intermediate closing – September – and the
annual closing) the functioning of all of the key operative
controls created for companies of the Group. These controls are for areas with significant balances and transactions, for
relevant judgments and estimates and for the closing
processes of the subsidiaries and consolidated closing.
Possible weaknesses identified in all of the internal audit reviews are classified in terms of priority (high, medium or low), are assigned to a
particular person and are subject to regular monitoring at AC
meetings.
There is a single application for all of the Group for monitoring and implementation of recommendations to which all those in charge of
these have access. The recommendation response and
implementation procedure (and particularly for high priority
recommendations which are the object of specific and separate
monitoring) includes a scale of authorisations which goes as high as
the general manager of the area or business affected or the managing director.
In the evaluation activities carried out by the internal audit function in
2011 no significant weaknesses have been observed which might
have a material effect on the financial information of the Abertis
Group for the financial year 2011, and the necessary corrective actions have been established to deal with any such weaknesses in
the future.
15. A description of the supervision activities of ICFR carried out
by the audit committee
The AC has carried out the following activities in relation to ICFR:
Examination of the results of the Working Group set up for
such purposes by the National Securities Market Commission and consultations with external experts on their implications
and possible deadlines for application (first six months 2010)
Commissioning and assessment of results of a preliminary
verification of degree of compliance with recommendations
with a team made up of internal staff and external associates (second six months 2010)
Drawing up and regular monitoring of a plan of introduction of
ICFR which has included the formalisation as policies of
operations already being regularly carried out and the introduction of those aspects identified as not completely
operative (first six months 2011)
Analysis of the “ICFR Risk Matrix” and of the “Control Activities
Matrix”
Meetings to apply the “Review, Certification and Supervision of
Financial Information Policy” referred to above:
o With those responsible for its preparation in connection with the quarterly, six-monthly and annual publications of
financial information (and other requirements notified in this
respect)
o With Internal Audit to monitor the results of the reviews of
ICFR in the normal “Monitoring of reviews and
recommendations” section of each meeting of the committee
o With the external auditor to be told of planning and the
results of its reviews (six-monthly information and annual
accounts) and weaknesses of internal control identified
16. Whether the ICFR information sent to the markets was
submitted to review by the external auditor; if so the entity
must attach the report. If not it must give reasons
The Abertis Group has submitted for review by the external auditor the ICFR information sent to the markets for the financial year 2011.
The extent of the auditor’s review procedures was in accordance with
the Draft Operation Guide of 28 October 2011 and the corresponding
model auditor’s report published by the corporations representing
auditors of accounts. In addition to this on 25 January 2012 the Spanish Institute of Sworn Reviewers of Accounts stated certain
additional considerations concerning the same in its Circular
E01/2012 which were also taken into consideration in the procedures
adopted by the external auditor.
Barcelona, 21 February 2012
ABERTIS INFRAESTRUCTURAS, S.A.
Annual Accounts and Directors’ Report
for the year ended 31 December 2011
280
CONTENT
Balance sheets at 31 December .................................................................................... 2
Income statements ............................................................................................................. 4
Statements of changes recognised in net equity .................................................... 5 Cash flow statements ....................................................................................................... 8
Notes to the annual accounts for 2011:
Notes to the annual accounts for 2011: ........................................................... 280 NOTES TO THE ANNUAL ACCOUNTS FOR 2011 ................................................. 289 1. GENERAL INFORMATION ...................................................................... 289 2. BASIS OF PRESENTATION .................................................................... 290 3. PROPOSED DISTRIBUTION OF RESULTS ................................................ 292 4. ACCOUNTING POLICIES ...................................................................... 295 5. MANAGEMENT OF FINANCIAL RISK ....................................................... 308 6. INTANGIBLE ASSETS .......................................................................... 310 7. PROPERTY, PLANT AND EQUIPMENT ...................................................... 312 8. EQUITY INVESTMENTS IN GROUP COMPANIES AND ASSOCIATES .............. 313 9. LONG AND SHORT-TERM INVESTMENTS ................................................ 319 10. DERIVATIVE FINANCIAL INSTRUMENTS ................................................. 320 11. TRADE AND OTHER RECEIVABLES ......................................................... 323 12. CASH AND CASH EQUIVALENTS ............................................................ 323 13. SHAREHOLDERS EQUITY ...................................................................... 324 14. SHORT AND LONG-TERM PAYABLE ........................................................ 329 15. OBLIGATION FOR EMPLOYEE BENEFITS ................................................ 332 16. OTHER PROVISIONS ........................................................................... 338
17. CORPORATE INCOME TAX AND TAX SITUATION .......................................... 54 18. INCOME AND EXPENSES ...................................................................... 343 19. CONTINGENCIES AND COMMITMENTS ................................................... 347 20. OPERATIONS WITH RELATED PARTIES .................................................. 347 21. ENVIRONMENT ................................................................................... 367 22. SUBSEQUENT EVENTS ......................................................................... 368 23. OTHER INFORMATION ......................................................................... 368
Appendix: Direct and indirect shareholdings ......................................................... 89
Management' Report ................................................................................................... 107 1. Information required under Article 262 of the Spanish Companies Act 2010 107 2. Annual corporate governance report ...................................................... 112
Abertis Infraestructuras, S.A.
Balance Sheets at 31 December (Thousand Euros)
281
ASSETS Notes 2011 2010
NON-CURRENT ASSETS Intangible assets 6 772 308,771
Studies and projects 36 45 Goodwill 477 308,700 Computer software 259 26
Property, plant and equipment 7 10,061 10,617
Land and buildings 9,173 9,441
Plant and other property, plant and equipment 888 1,176 Long-term investments in Group companies and associates
8
12,686,938
9,739,010
Equity instruments 3,614,616 5,077,800 Loans to companies 20.c 9,072,322 4,661,210
Long-term financial investments 115,981 132,384
Derivatives 10 115,521 131,935 Other financial assets 9 460 449
Deferred tax assets 17 17,590 26,338
TOTAL NON-CURRENT ASSETS 12,831,342 10,217,120
CURRENT ASSETS Trade and other receivables 11 40,819 6,104
Trade receivables with group companies and
associates
20.c 3,226 4,737
Sundry receivables 1,367 1,128 Staff 9 11
Current income tax assets 36,200 0 Other tax refundable 17 228
Short-term investments in Group companies and
associates
8
374,668
437,144
Loans to companies 20.c 374,260 437,144 Other financial assets 20.c 408 0
Short-term investments 9 8,765 2,004
Derivatives 10 447 109
Other financial assets 8,318 1,895 Prepayments and accrued income 77 113
Cash and cash equivalents 12 4,102 1,045
TOTAL CURRENT ASSETS 428,431 446,410
TOTAL ASSETS 13,259,773 10,663,530
Abertis Infraestructuras, S.A.
Balance Sheets at 31 December (Thousand Euros)
282
NET EQUITY AND LIABILITIES Notes 2011 2010
NET EQUITY Capital and reserves 13 5,578,150 3,862,784
Capital 2,327,969 2.217.113 Share premium 11,262 417,733 Reserves 1,330,137 1,117,799 (Treasury shares) (411,354) (258.996)
Net income for the year 3,048,088 590,846 (Interim dividend) (727,952) (221,711)
Value adjustments (24,146) (38,012)
Hedging operations 10 (24,146) (38,012)
TOTAL NET EQUITY 5,554,004 3,824,772
NON-CURRENT LIABILITIES Long-term provisions 14,040 43,237
Post-employment obligations
15
887
509 Other provisions 16 13,153 42,728
Long-term debts 5,454,745 5,832,115
Bonds and other negotiable securities 14 3,646,393 3,566,677
Bank loans 14 1.614.159 2,005,933
Derivatives 10 193,602 259,458 Other financial liabilities 14 591 47
Long-term debts with Group companies and associates
20.c
631,789
408,132
Deferred tax liabilities 17 1,232,283 54,913
TOTAL NON-CURRENT LIABILITIES 7,332,857 6,338,397
CURRENT LIABILITIES Short-term debts 14 163,070 180,341
Bonds and other negotiable securities 118,368 84,356 Bank loans 42,545 94,791 Derivatives 10 2,157 1,194
Short-term debts with Group companies and
associates
20.c
197,445
291,554
Trade and other payables 12,397
28,466
Sundry payables 5,172 5,763 Outstanding wages and salaries 5,025 4,011
Current income tax liabilities 0 16,375 Other tax payable 602 780 Other debts 1,598 1,537
TOTAL CURRENT LIABILITIES 372,912 500,361
TOTAL NET EQUITY AND LIABILITIES 13,259,773 10,663,530
Abertis Infraestructuras, S.A.
Income Statements for the Years Ended 31 December (Thousand Euros)
283
INCOME STATEMENT Notes 2011 2010(*)
Revenue 18.a 1,046,253 713,616
Services rendered 28,494 25,290
Income from shareholdings in equity of Group companies and associates
20.c
1,017,759
688,326
Other operating income 1,034 656
Sundry and other income 1,013 656 Operating grants 21 0
Staff costs 18.b (28,224) (27,039)
Wages, salaries and the like (24,105) (22,474)
Social welfare expenses (4,884) (4,657) Provisions 765 92
Other operating expenses (48,731) (37,209)
External services (45,755) (37,100) Local taxes (68) (109) Loss, impairment and variation in trade provisions
(2,908)
0 Amortisation and depreciation (397) (442)
Impairment and results of sales of fixed assets 18.c
3,409,747
1,963
Impairment and losses (315,230) 0
Results of disposals and others 3,724,977 1,963
NET OPERATING INCOME 4,379,682 651,545
Financial income 18.d 191,850 159,948
Negotiable securities and other financial instruments
191,850
159,948 In Group companies and associates 20.c 170,871 138,512
In third parties 20,979 21,436 Financial expenses 18.d (287,725) (270,523)
Amounts owing to Group companies and associates 20.c (25,274) (18.251) Amounts owing to third parties (262,451) (252,272)
Variation in fair value of financial instruments 18.d
(26)
(7,339)
Controlling shareholdings and others (26) (7,339) Exchange differences 18.d (6,286) 696
NET FINANCIAL INCOME (102,187) (117,218)
PROFIT BEFORE TAX 4,277,495 534,327
Corporate Income tax 17 (1,130,742) 45,552
PROFIT FOR YEAR FROM CONTINUING OPERATIONS
3,146,753
579,879
LOSS FROM DISCONTINUED OPERATIONS (98,665) 10,967
NET INCOME FOR THE YEAR 3,048,088 590,846
(*) Income statement for 2010, including the impact of the classification of discontinued operations as indicated in
Note 8 and 18.f.
Abertis Infraestructuras, S.A.
Statements of Changes in Net Equity for the Years Ended 31 December
(Thousand Euros)
284
A) STATEMENT OF INCOME AND EXPENSES RECOGNISED IN
NET EQUITY
Notes 2011 2010
Net income recorded in the income statement 3,048,088 590,846
Income and expenses recorded directly in net equity
(2,154)
(23,182)
For cash-flow hedges 10 (5.051) (47,203)
For actuarial gains and losses and other adjustments 1,333 13,035 Tax effect 1,564 10,986
Releases to the income statement 17,307
26,079
For cash-flow hedges 10 24,724 37,256 Tax effect (7,417) (11,177)
TOTAL RECOGNISED INCOME AND EXPENSES 3,063,241 593,743
Abertis Infraestructuras, S.A.
Statements of Changes in Net Equity for the Years Ended 31 December
(Thousand Euros)
285
B) STATEMENT OF CHANGES IN NET EQUITY
Share
premium
Reserves
(Treasury shares)
Profit (loss) brought forward
Net income for the year
(Interim dividend)
Value change
adjustments
TOTAL
Authorised
capital
2009 CLOSING BALANCE 2,111,537 523,309 970,827 (261,113) 0 551,327 (211,154) (31,049) 3,653,684
Total recognised income and expense
9,860
590,846
(6,963)
593,743
Operations with shareholders
or owners
- Capital increases 105,576 (105,576) 0 - Distribution of dividends (211,154)
(221,711)
(432,865)
- Operations with treasury shares (net)
2,117
2,117
Other variations in net equity 137,112
211,154
(551,327)
211,154
8,093
2010 CLOSING BALANCE 2,217,113 417,733 1,117,799 (258,996) 0 590,846 221,711) (38,012) 3,824,772
Abertis Infraestructuras, S.A.
Statements of Changes in Net Equity for the Years Ended 31 December
(Thousand Euros)
286
B) TOTAL STATEMENT OF CHANGES IN NET EQUITY
Share
premium
Reserves
(Treasury shares)
Profit (loss) brought forward
Net income for the year
(Interim dividend)
Value change
adjustments
TOTAL
Authorised
capital
2010 CLOSING BALANCE 2,217,113 417,733 1,117,799 (258,996) 0 590,846 (221,711) (38,012) 3,824,772
Total recognised income and expense
1,287
3,048,088
13,866
3,063,241
Operations with shareholders
or owners
- Capital increases 110,856 (110,856) 0 - Distribution of dividends (295,615) (221,711)
(727,952)
(1,245,278)
- Operations with treasury shares (net)
(152,358)
(152,358)
Other variations in net equity
211,051
221,711
(590,846)
221,711
63,627
2011 CLOSING BALANCE 2,327,969 11,262 1,330,137 (411,354) 0 3,048,088 (727,952) (24,146) 5,554,004
Abertis Infraestructuras, S.A.
Cash Flow Statements for the Years Ended 31 December
(Thousand Euros)
287
Notes 2011 2010
CASH FLOWS FROM OPERATING ACTIVITIES 768,118 510,073
Net income for the year before tax
Adjustments to net income: Amortisation and depreciation Value adjustments for impairment Disposals of fixed assets
Financial income Financial expense Exchange differences
Variation in fair value of financial instruments Changes in working capital: Trade and other receivables
Other current assets Trade and other payables Other current liabilities Other non-current assets and liabilities
Other cash flows from operating activities: Interest paid Interest received
Corporate income tax payments (receipts)
Other payments (receipts)
6/7
18.c
18.d
20.c
4,115,944
397
535,704 (3,773,045)
(199,268) 287,725
6,286
26
(611)
(3,461) 306
(210) 678
(267,391)
186,702
(119,680)
(1,984)
549,993
442
- (1,963)
(174,524) 270,523
(696)
7,339
(2,482)
789 (6,107)
5,624 1,010
(256,025)
175,110
(73,358)
14,398
CASH FLOW FROM INVESTING ACTIVITIES 683,945 (103,025)
Payments Group companies and associates Intangible assets Other financial assets
Other assets Receipts from divestments Group companies and associates
Intangible assets Property, plant and equipment Other financial assets
8 6
8
6 7
(6,096,392)
(259) (34)
-
6,472,174
308,223 230
3
(146,299)
(26) -
-
32,338
-
2,604 8,358
Abertis Infraestructuras, S.A.
Cash Flow Statements for the Years Ended 31 December
(Thousand Euros)
288
Notes 2011 2010
CASH FLOWS FROM FINANCING ACTIVITIES (1,442,720)
(408,139)
Receipts and payments for equity instruments: Acquisition of company equity instruments Disposal of company equity instruments
Receipts and payments for financial liability instruments: Issue Bonds and other negotiable securities
Bank loans Debts with group companies and associates Redemption and repayment of:
Bonds and other negotiable securities Bank loans Debts with group companies and associates Dividend payments and remunerations from other equity
instruments: Dividends
13.a 13.a 13.a
20.c
20.c
13.b
(12)
(181,126) 22,509
111,732
273,378 208,482
- (716,946)
(3,017)
(1,157,720)
(6)
- 1,688
54,728
550,727 68,185
(20,000) (634,013)
3,417
(432,865)
Effect of the variations in exchange rates
(6,286)
696
INCREASE / DECREASE IN CASH AND CASH
EQUIVALENTS, NET
3,057
(395)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the year end
12
12
1,045
4,102
1,440
1,045
289
NOTES TO THE ANNUAL ACCOUNTS FOR THE YEAR 2011
1. GENERAL INFORMATION
Abertis Infraestructuras, S.A. (hereinafter abertis or the Company) was
incorporated in Barcelona on 24 February 1967. The Company’s registered office is in Avenida del Parc Logistic nº 12-20 (Barcelona). On 30 May 2003
the Company’s name was changed from Acesa Infraestructuras, S.A. to its
current name.
abertis is currently the parent company of a group of companies mainly
engaged in the management of mobility and communications infrastructures
operating in three sectors: toll roads, telecommunications and airports.
Its business purposes include the construction, maintenance and operation of motorways under concession; the management of
motorway concessions in Spain and internationally; the construction
of roads; ancillary construction activities, maintenance and operation
of motorways, including service stations, integrated logistics and/or transport centres and/or car parks, as well as any other activity
related to transport infrastructures and communications and/or telecommunications for the mobility and transport of people, goods
and information, under the necessary authorisation, as the case may be.
The Company can undertake its business purposes, especially its
concessionary activity, directly or indirectly through its shareholding in other companies, subject, in this respect, to the legal provisions in
force at any time.
The aggregates contained in all the financial statements that form part of the annual accounts (balance sheet, income statement,
statement of changes in equity, cash flow statement) and the notes
to the annual accounts are expressed in thousand Euros, which is the
Company’s presentation and functional currency.
290
2. BASIS OF PRESENTATION
a) Fair view
These annual accounts have been prepared on the basis of the
accounting records of the Company and are presented in accordance
with current company law in force and the standards set down in the General Chart of Accounts (GCA) adopted under Royal Decree
1514/2007 (hereon 2007 GCA) and the amendments made to it by Royal Decree 1159/2010. They have been formulated by the directors
of the Company in order express fairly the equity, financial position, results of its operations, changes in equity and cash flows in
accordance with the current legislation in force mentioned above.
The consolidated annual accounts of the abertis Group for the year 2011 are presented separately from these individual annual accounts.
The consolidated annual accounts were formulated by the Directors of the Company on 21 February 2012.
The main aggregates of these consolidated annual accounts for the
year 2011, which have been prepared in accordance with the
provisions of the Eleventh Final Provision of Law 62/2003, under International Financial Reporting Standards adopted by the European
Union, and are as follows:
2011
Total assets 22,749,195 Net equity (of the parent company) 3,064,355
Net equity (of minority interests) 1,351,358 Income from consolidated operations 3,914,789 Results for the year attributed to:
the parent Company – Profit 720,094 Results for the year attributed to: minority interests – Profit 74,417
b) Critical aspects of evaluations and estimates of uncertainty
291
The preparation of the annual accounts under 2007 GCA requires that
Company Management make certain accounting estimates and judgements.
These are evaluated continuously and are based on historical experience
and other factors, including expectations of future success, which have been
considered reasonable in accordance with the circumstances.
Although the estimates used have been made based on the best information available at the date of formulation of these annual accounts, any
modification in the future to these estimates would be applicable
prospectively as from that time, and the effect of the change in the
estimates would be recognised in the income statement for the year in
question.
The main estimates and judgements considered in preparing the consolidated
annual accounts are the following:
Estimated loss for impairment of goodwill and other assets (see Notes 4.1 and 6) and other assets.
Recoverable value of investments in Group companies and
associates (see Notes 4.4 and 8).
Fair value of derivatives and other financial instruments (see
Notes 4.5 and 10).
Useful lives of intangible assets and property, plant and
equipment (see Notes 4.1 and 4.2).
Actuarial assumptions used in determining the liabilities for post-
employment liabilities (see Notes 4.9 and 15).
Deferred tax (see Notes 4.8 and 17).
c) Other matters
The distinction presented in the balance sheet between “current” and “non-
current” entries has been made on the basis of whether the assets and
liabilities fall due within one year or more.
292
The annual accounts of the Company will be presented to the Shareholders’
General Meeting in due time. The Directors of the Company expect these
accounts to be approved without significant changes.
d) Comparability
With respect to the sale of the group's car park and logistics park
businesses, detailed in Note 8.a and as established in the 2007 GCA,
income and expenses from interests in such operations have been reclassified to Discontinued operations in the income statement.
Therefore the comparative figures for income and expenses from such
operations in the income statement for 2010 have been reclassified,
applying the same classification policy as in 2011, to discontinued operations. See Note 18.f.
3. PROPOSED DISTRIBUTION OF RESULTS
The following distribution of 2011 results will be submitted to the Shareholders’ Meeting for approval:
Basis of distribution
Amount
Profit and loss 3,048,088
Distribution
Dividends 1,007,308 Legal reserve 3,860 Goodwill reserve (see Note 13.b) 24 Voluntary reserves 2,036,896
3,048,088
293
In the event that the Company holds shares without dividend rights on the date for distribution of dividends, the corresponding amount
due will be transferred to the voluntary reserve.
During 2011 a total amount of Euros 727,952 thousand was paid out in interim dividends. A breakdown of this amount is detailed as follows:
Within the framework of the reorganisation of the car park and logistics park businesses detailed in Note 8.a, a payment of an
extraordinary interim dividend against profits for 2011 of Euros 0.67 per share, amounting to Euros 495,155 thousand. The
shareholders of abertis have opted to receive it i) in cash or ii) in shares in Saba Infraestructuras, S.A. at the rate of one share in this company (measured at Euros 0.54 per share) plus
an additional amount in cash of Euros 0.13 per share for every
one share in abertis.
Payment of an interim dividend against profits for the year of
Euros 0.30 gross per share making up the Company's share
capital, amounting to Euros 232,797 thousand.
In accordance with the requirements of article 277 of the Spanish
Corporate Enterprises Act 2010, we set out below a projected
accounting statement showing that the Company has had sufficient
profit for the period to permit the distribution of the interim dividend
as well as the liquidity statement establishing that there is sufficient
cash to make the interim dividend payment as indicated.
Provisional statement prepared on 21 June 2011 for the payment of the extraordinary interim dividend
294
Net income for the period from 1 January to 31 May 2011 565,761
Less:
Goodwill reserves (15,435)
Maximum amount available for distribution 550,326
Amount proposed and distributed 495,155
Liquidity available prior to payment (*) 1,530,202
Gross amount of interim dividend (495,155)
Liquidity available after payment 1,035,047
(*) Includes the bank credit facilities not drawn down,
Provisional statement prepared on 25 October 2011
for the payment of the interim dividend
Net income for the period from 1 January to 30 September 2011
794,417
Less:
Legal reserve (3,860)
Goodwill reserves (15,435)
Interim dividend already paid (495,155)
Maximum amount available for distribution 279,967
Amount proposed and distributed 232,797
Liquidity available prior to payment (*) 1,132,166
Gross amount of interim dividend (232,797)
Liquidity available after payment 899,369
(*) Includes the bank credit facilities not drawn down.
In addition, an interim dividend has been paid against the share premium account of Euros 0.40 per share in respect of the
295
reimbursement of shareholder contributions, amounting to Euros 295,615 thousand. See Note 13.b.
4. ACCOUNTING POLICIES
4.1 Intangible assets
The intangible assets indicated below are recorded at acquisition cost
less accumulated amortisation and any loss due to impairment, useful
life being evaluated on the basis of prudent estimate. The net carrying value of intangible assets is reviewed for possible
impairment when certain events or changes indicate that their net carrying
value may not be recoverable.
a) Goodwill
Goodwill represents the surplus of the business combination acquisition
cost over the fair or market value of the identifiable net assets of the
company acquired at acquisition date. Consequently goodwill is only recognised when it has been acquired for consideration and relates to
future economic profits from assets that have not been identified
individually and recognised separately.
Goodwill recognised separately is not depreciated and is subjected to
an impairment test, to determine whether its value has declined to a level below the carrying value, and, as the case may be, the
impairment is recorded in the income statement for the year (see Note
4.3). For the purposes of this evaluation of the possible impairment
losses, goodwill is assigned to its respective cash generating unit
(CGU). In any case, the impairment losses related to the goodwill cannot be reversed in the future.
b) Computer software
296
Refers principally to the amounts paid for access to ownership or for the right to use computer programs, only when usage is
expected to cover several years.
The computer applications are stated at their acquisition cost and
amortised at a rate of 33% annually. Maintenance expenses on these
computer applications are charged to the income statement in the year
in which they are incurred.
4.2 Property, plant and equipment
Property, plant and equipment are accounted at their acquisition cost
minus the accumulated depreciation and accumulated impairment losses.
Personnel costs and other expenses, as well as net financing costs
directly related to property, plant and equipment, are capitalised as part of the investment until brought into use.
Costs of refurbishment, extension or improvement of property, plant
and equipment are capitalised only when they increase the capacity, productivity or extend the useful life of the asset, provided that it is
possible to know or estimate the net carrying value of the assets
which are written off when replaced. The costs of major overhauls are capitalised and amortised over their
estimated useful lives, while recurrent maintenance expenses are charged
to the income statement in the year in which they are incurred.
The depreciation of property, plant and equipment, except for land,
which is not depreciated of land, is calculated on a straight-line basis
using the estimated useful life based of the assets, taking into
consideration wear and tear derived from normal use.
The depreciation rates used to calculate the impairment of property,
297
plant and equipment are as follows:
Rate
Buildings and other constructions 2 – 8 % Machinery and vehicles 6 – 30 % Other installations 7 – 20 % Furniture 5 – 10 %
Computer equipment 12 – 25 % Other property, plant and equipment 17 %
When the net carrying value of an asset exceeds its estimated recoverable
value, said value is immediately reduced to its recoverable value, and the
effect is taken to the income statement for the year (see Note 4.3).
4.3 Impairment loss on non-financial assets
The Company evaluates at each balance sheet date, whether there is any indication of impairment in the value of any asset. Should such
an indication exist, or when an annual impairment test is required (in the case of assets with an indefinite useful life, such as goodwill), the Company estimates the recoverable value of the assets, which is the
greater of the fair value of an asset minus cost of sale and its value in use.
In order to determine the value in use of an asset, the future cash
inflow that the asset is expected to generate is discounted from its
net present value using an interest rate that reflects the current value
of money at long-term rates and the specific risks of the assets (risk premium).
In the event that the asset analysed does not generate cash flow
independently of other assets (as is the case for goodwill), the fair
value or value in use of the cash generating unit that includes the asset (smallest identifiable group of assets separated from other
assets or groups of assets) is estimated. If there are impairment
losses in a cash generating unit, the book value of the goodwill
assigned, if any, will be reduced, followed by a proportional reduction
of the book value of the other assets in relation to the unit.
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Losses for impairment (surplus of the asset’s book value over the recoverable value) are recognised in the income statement for the
year.
With the exception of goodwill, where impairment losses are irreversible, if the Company has recognised losses for impairment of
assets, at the end of each financial year, an evaluation will be made
to determine whether the indications of impairment have disappeared or lessened, and the recoverable value of the impaired asset, if
applicable, will be estimated.
Impairment losses recognised in prior years will only be reversed if
there is a change in the estimates used to determine the recoverable value of the asset as from the time the last impairment loss was recognised. If this is the case, the book value of the asset would
increase to its recoverable value, which cannot exceed the book value
that would have been recorded, net of amortisation, had the impairment loss on the asset in prior years not been recorded. This
reversal would be recorded in the income statement for the year.
4.4 Financial assets a) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed on a stock
exchange. They are included in current assets, except when they
mature in more than 12 months as from the balance sheet date, in which case the item is recorded under non-current assets.
This account mainly relates to:
- Loans granted to group entities, associates or related entities
which are valued initially at fair value and subsequently at
amortised cost using the effective interest method.
-
- Deposits and guarantee deposits recorded at their nominal value, which does not differ significantly from fair value.
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- Trade accounts receivable, which are stated at their nominal value, which is similar to initial fair value. Said value is
reduced, if necessary, by the corresponding provision for bad
debts (loss for impairment of asset) whenever there is
objective evidence that the amount owed will not be partially or fully collected, charged against the income statement for
the year.
At the year end, the necessary value adjustments for impairment
are made if there is objective evidence that the total receivable
will not be paid.
b) Investments in the equity of group companies, multigroup
companies and associates:
They are stated at cost less, as the case may be, the accumulated amount of the impairment provisions and adjusted,
if a net foreign investment hedge is designated, by the part of the hedge that meets the criteria for qualifying as an effective
hedge. Nonetheless, when there is an investment prior to its classification as a group company and jointly-controlled company or associate, the cost of the investment is its fair value before
being qualified as such. The preceding value adjustments recorded directly in net equity are maintained until the asset is
written off.
If there is objective evidence that the carrying value is not
recoverable, the necessary value adjustments are made for the
difference between the carrying value and the recoverable value,
the latter being understood as the greater of its fair value minus
the cost of sale and the current value of the cash flows
generated by the investment. Unless there is better evidence of the recoverable amount, the estimate of the impairment of the
investment takes into account, the net equity of the investee
company adjusted by the tacit capital gains at the valuation
date. The value adjustment and, as, appropriate, its reversal, are
recorded in the income statement in the year in they arise.
The financial assets are written off the balance sheet when all the risks
and rewards inherent in the ownership of the asset are substantially
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transferred. Specifically, for accounts receivable, this situation is
generally understood to arise if the insolvency and default risks have
been transferred.
The assets that are designated as hedges are subject to the valuation requirements of hedge accounting (see Note 4.5).
4.5 Financial derivatives and hedge accounting
The Company uses derivative financial instruments to manage its financial
risk arising principally from fluctuations in interest rates and exchange rates
(see Note 5). These derivative financial instruments, whether or not they have been classified as hedges, have been recorded at fair value (both
initially and in later valuations), which is the year end market value of listed
instruments, or valuations based on the analysis of discounted cash flows
using assumptions that are mainly based on the market conditions at the
balance sheet date for unlisted derivative instruments.
The Company documents at the beginning of the transaction the
relationship between the hedging instruments and the items hedged, as well
as their objectives for risk management and the strategy for carrying out
hedging transactions. The Company also documents their evaluation, both at the beginning and continuously, as to whether the derivatives used in the
hedges are highly effective for offsetting the changes in the fair value or
cash flows of the hedged assets.
The fair value of derivative financial instruments used for hedging purposes
is set out in Note 10.
Classification on the balance sheet as current or non-current will
depend on whether the maturity of the hedge at the year end is less
or more than one year. Non-hedge derivatives will be classified in any case as current.
The criteria used to account for these derivative instruments
designated as hedges are as follows: a) Fair value hedge
The changes in the fair value of the designated derivatives that
meet the conditions to be classified as hedging operations of the fair value of assets or liabilities are recorded in the income
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statement in the same heading that includes any change in the fair value of the asset or liability covered by the hedge
attributable to the risk hedged. This corresponds mainly to those
derivative financial instruments contracted by the Company to
convert fixed interest debt into floating rate debt.
b) Cash flow hedge
The positive or negative changes in the valuation of the
derivatives classified as cash flow hedges are charged, in the
effective portion, net of any tax impact, to equity under the entry “Hedging operations”, until the hedged item matures or is
sold or if it is no longer probable that the transaction will take place, at which point the retained earnings or losses in net equity
are transferred to the income statement for the year.
The positive or negative differences in the valuation of the derivatives corresponding to the ineffective portion, if they exist,
are recorded directly in the income statement for the year under “Variation of fair value of financial instruments”.
This type of hedge corresponds primarily to those derivatives contracted by the Company that convert floating rate debt to
fixed rate debt.
c) Hedging net foreign investments
The Company finances its major foreign investments in the same
functional currency in which they are held so as to reduce the
exchange rate risk. This is done by raising finance in the corresponding
currency or by contracting cross currency interest rate swaps.
The hedging of net investments in international operations in
subsidiary, jointly-controlled companies and associates is accounted
for as a fair value hedge on the exchange rate component.
The changes in fair value of the designated derivatives, which meet the conditions for classifying as net foreign investment hedges, are
recognised in the income statement under “Variation in fair value of
financial instruments”, together with any changes in the fair value of
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the investment in subsidiary, or jointly-controlled companies or
associates hedged that is attributable to exchange risk.
d) Derivatives not qualifying for hedge accounting
In case there are derivatives that do not meet the criteria to qualify for
hedge accounting, the positive or negative variations arising from
recalculating the fair value of this derivatives is taken directly to the
income statement for the year.
4.6) Net equity
The costs of issuing new shares or options are recorded directly against net
equity, as less reserve.
In the event that the Company acquires treasury shares, these are recorded
under “Treasury shares" deducted from net equity and stated at their
acquisition cost (including any directly attributable incremental costs),
without recording any value adjustments.
When these shares are sold or issued again, any amount received, net of any additional directly attributable transaction costs and the
corresponding effect of the tax on the profit generated, is included in
net equity.
4.7 Financial liabilities
This category includes trade and non-trade debits. These debits are
classified as current liabilities unless the Company has an unconditional
right to defer settlement for at least 12 months after the balance sheet
date.
The trade debits falling due no later than one year and which do not have a
contractual interest rate are stated, both initially and afterwards, at nominal
value when the effect of not updating the cash flows is not material.
The financial debt is initially recognised at fair value, and the costs incurred
to obtain it are also recorded. In periods thereafter, it is recorded at
amortised cost, i.e., the difference between the funds obtained (net of the
costs required to obtain them) and the repayment value, if any and if
significant, is recognised in the income statement during the term of the debt at the effective interest rate.
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If there is a renegotiation of existing debts, it is considered that there are
no substantial modifications of the financial liabilities when the lender of the
new loan is the same party that extended the initial loan and the current
value of the cash flows, including net commissions, does not differ by more than 10% from the current value of the cash flows pending payment from
the original liability calculated using the same method.
4.8 Corporate income tax
The corporate income tax expense (income) on profits is the total amount
accrued for this purpose during the year, representing both current and deferred tax expense (income).
Both the current and deferred tax expense (income) are recorded in the
income statement. However, the tax effects from the entries that are
recorded directly in net equity are recorded in net equity.
The deferred taxes are calculated using the balance sheet method based on the temporary differences that arise between the taxable
income of the assets and liabilities and their carrying values in the
annual accounts. The recoverability of deferred tax assets is evaluated when they are
generated, and at each year end, depending on the evolution of the results
expected from the tax group companies according the forecasts in their
respective business plans.
4.9 Employee benefits
Under the respective collective bargaining agreements, the Company has
the following commitments with their employees:
a) Post-employment obligations
- Defined contributions to employee welfare instruments (employee
pension plans and collective insurance policies).
- Defined benefits, in the form of bonuses or payments for retirement from the Company.
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In defined contribution employee welfare instruments, the Company
makes predefined contributions to an external entity and does not
have a legal or real obligation to make additional contributions in the
event that this entity does not have sufficient assets to cover the
employee payments that related to the services provided in the current year and previous years. The annual expense recorded is the
corresponding contribution made in the year.
In the defined benefit commitments, where the Company assumes
certain actuarial and investment risks, the liability recorded on the
balance sheet is the present value of the obligations at the balance sheet date. Furthermore, the asset recognised (which is not deducted
from the liability as it is contracted with related parties) is the fair
value of the possible assets related to this commitment on said date,
less any amount arising from the cost of past services not yet
recognised.
The actuarial valuation of the defined benefits is made annually using
the projected credit unit method to determine both the current value
of the liabilities and the cost of the services provided in the current and
previous years. The actuarial gains and losses arising from changes in
the actuarial assumptions are recognised in the year in which they occur. They are not included in the income statement, but presented in
the statement of income and expenses recognised in net equity.
Past service costs are recognised as an expense and are allocated on a
straight-line basis over the average period remaining until the right to receive the benefits has finally vested. Nevertheless, when the benefits
are immediately irrevocable after the introduction of a defined benefits
plan, or following any change in the plan, past service costs are
recognised immediately.
The cover of commitments by making contributions to an insurance policy, where the legal or implied obligation to meet the agreed
benefits remains, is always treated as a defined benefit.
b) Share-based payments
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The Company has a Management compensation plan consisting in the
distribution of share options of Abertis Infraestructuras, S.A. that can
only be settled in shares.
This plan is valuated at its fair value, at the date it is initially distributed, using a generally accepted financial calculation method,
which, amongst others, takes into account the option exercise price,
volatility, exercise term, expected dividends and the risk-free interest
rate.
The cost of the plan is charged to the income statement as a personnel expense as it accrues during the period of time required for the
employee to remain in the company in order to exercise the option,
while a counter-entry is made in net equity, without a re-estimate of
its initial valuation. However, at the year end the Company reviews its
original estimates of the number of options expected to be exercisable
and recognizes, as the case may be, the impact of its review on the income statements by making the respective adjustment to net equity.
4.10 Provisions and contingent liabilities
Provisions are recorded when the Company has a present legal or implied
liability, as the result of past events where it is probable that a
disbursement must be made to settle the obligation and when the amount
can be reliably estimated.
The provisions are stated at the present value of the disbursements
expected to be necessary to settle the liability. The adjustments to the
provision due to its restatement are recognised as financial expenses as
they accrue.
Provisions expiring in one year or less and having an immaterial financial
impact are not discounted.
When it is expected that part of the disbursement required settling the
provision is refunded by a third party, the refund is recognised as a separate asset, provided that its receipt is practically assured.
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Contingent liabilities are the possible obligations arising as a result of past
events, which materialisation depends on whether one or more future
events beyond the control of the Company materialise. These contingent
liabilities are not recorded in the accounts although they are disclosed in the
notes to the same (Note 19).
4.11 Recognition of income and expenses
Income is recorded at the fair value of the consideration to be received and
represents the amounts receivable for goods delivered and services
rendered during the Company’s normal course of business.
The Company recognises income when it can be reliably valuated and when it is probable that future economic profit will be generated to the Company
and the specific conditions for each activity are met.
Interest income is recognised using the effective interest method.
Dividend income is recognised in the income statement when the right to receive payment is established. However, if the dividends paid are
generated unequivocally from results prior to the acquisition date, they are
not recognised as income, but deducted from the carrying value of the
investment.
Expenses are recognised on an accruals basis.
4.12 Transactions in foreign currency
Transactions in foreign currencies are translated into the functional
currency of the Company (Euro) using the exchange rates in force on
the transaction date. The gains and losses on foreign currencies that
arise from the settlement of these transactions and from the translation of monetary assets and liabilities held in foreign currency
at the year end exchange rates are recorded in the income
statement.
4.13 Transactions with related parties
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In general, transactions between group companies are recorded, initially, at
their fair value. However, if the agreed price differs from its fair value, the
difference is recorded taking into account the economic substance of the
transaction. Subsequent valuation is made in accordance with the provisions of the rescpective accounting standards.
4.14 Non-current assets (disposal groups) held for sale and
discontinued operations
a) Non-current assets (disposal groups) held for sale
Non-current assets held for sale (or disposal groups) are classified as
held for sale if it is considered that their carrying value will be recovered
through a sale transaction, not through continuing use. This condition is
considered to be met only when the sale is highly probable and the asset
is available for immediate sale in its current state of repair and the sale will presumably be completed within one year of the date of
classification. These assets are measured at the lower of their carrying
value or fair value, less costs of sale and are not depreciated.
b) Discontinued operations
All components of the Company that have been sold or otherwise
disposed of or have been classified as held for sale and represent a line
of business or significant geographical area of operation, form part of an
individual plan or are a subsidiary acquired solely for sale are classified
as discontinued operations. The profit or loss generated by discontinued operations is presented in a specific line in the income statement, net of
taxes.
4.15 Environment
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Costs arising from legal environment requirements are recorded annually either as an expense or are capitalised, depending on their
nature. The amounts capitalised are depreciated over their useful life.
Additionally, a provision for environmental liabilities and charges has been recorded in the event that there are obligations related to the
protection of the environment.
5. MANAGEMENT OF FINANCIAL RISK
5.1 Financial risk factors
The Company’s activities are exposed to various financial risks: exchange
rate risk, interest rate risk, credit risk and liquidity risk. The Company uses
derivatives to hedge certain risks.
Financial risk management of the companies in the abertis Group is
controlled by Corporate Finance Management following authorisation
of the most senior executive officer of abertis, as part of the
respective policies adopted by the Board of Directors.
a) Exchange rate risk
Exchange rate risk arises from future commercial transactions,
recognised assets and liabilities and net investments in foreign operations.
The exchange rate risk on net assets of Company operations in
non-Euros currencies are managed, mainly, by raising debt in
the corresponding currencies and/or through the use of cross currency and interest rate swaps.
The strategy for hedging exchange rate risk in Group
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investments in non-Euros currencies must tend towards a full hedge of this risk, and must be contracted within a period of
time depending on the market and the prior valuation of the
effect of the hedge.
b) Interest rate risk
The Company’s exposure to interest rates arises from its non-
current borrowings.
The borrowings issued at floating rates expose the Company to
interest rate risk on cash flows, while the borrowings at a fixed rate expose the Company to interest rate risk on fair value.
The purpose of managing interest rate risk is to reach a balance in the debt structure that enables the volatility to be minimised
in the income statement over several years, and, accordingly,
the Group’s policy is to maintain approximately 75%-85% of its borrowings at a fixed interest rate or at a rate fixed through hedges.
To accomplish this, and based on the different estimates and
objectives related to the structure of the debt, in order to manage interest rate risk on the cash flows, hedging operations
are made by contracting derivative financial instruments
consisting of interest rate swaps from floating to fixed. These swaps have the economic effect of converting borrowings at
floating rates into fixed rates, and, accordingly, the Company
makes commitments with other parties to exchange, on a regular basis, the difference between the fixed and floating
interest rates calculated on the basis of the main notional
principals contracted.
c) Credit risk
Credit risk arises mainly from cash and cash equivalents,
derivative financial instruments and deposits with banks and
financial institutions, and other debt, including outstanding
accounts receivable and committed transactions.
As per risk management policy, the Group can contract financial
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transactions with financial institutions having at least a minimum “A-“ rating as qualified by international rating agencies. The
ratings of each entity are reviewed periodically for the purposes
of having an active management of counter-party risk.
d) Liquidity risk
The Company carries out prudent management of the liquidity risk, which involves maintaining cash and having access to a
sufficient amount of finance through established credit facilities
as well as the capacity to liquidate market positions. Given the dynamic character of the Group’s businesses, the objective of
General Financial Management is to remain flexible in financing through the availability of established credit facilities.
5.2 Fair value estimates
The fair value of financial instruments that are traded on official
markets is based on the market prices at the balance sheet date. The market quotation price used for financial assets is the current buyer price.
The fair value of the financial instruments that are not traded on
official markets is determined using valuation techniques. The Company uses a variety of methods and makes assumptions based
on the existing market conditions at each balance sheet date.
The fair value of interest rate swaps is calculated as the current value of the estimated future cash flows and the fair value of forward
exchange rate contracts is determined using the forward exchange
rates in the market at the balance sheet date.
6. INTANGIBLE ASSETS
The breakdown and movement in the accounts under intangible
assets are as follows:
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Computer
applications
Goodwill
Studies and
projects
Others
Total
At 1 January 2010
Cost 381 308,700 91 3 309,175
Accumulated amortisation (381) - (37) (3) (421)
Net carrying value - 308,700 54 - 308,754
2010
Opening net carrying value - 308,700 54 - 308,754
Additions 26 - - - 26
Amortisation charge - - (9) - (9)
Closing net carrying value 26 308,700 45 - 308,771
At 31 December 2010
Cost 407 308,700 91 - 309,198
Accumulated amortisation (381) - (46) - (427)
Net carrying value 26 308,700 45 - 308,771
2011
Opening net carrying value 26 308,700 45 - 308,771
Additions 259 - - - 259
Transfers (26) - - - (26)
Disposals - (308,223) - - (308,223)
Amortisation charge - - (9) - (9)
Closing net carrying value 259 477 36 - 772
At 31 December 2011
Cost 640 477 91 3 1,211
Accumulated amortisation (381) - (55) (3) (439)
Net carrying value 259 477 36 - 772
Goodwill
During 2011 and as a result of the sale to abertis Autopistas España
of the interest in Iberpistas S.A.C.E., among others, described in Note 8a to these annual accounts, the goodwill generated on the merger
by absorption with Iberpistas in 2004 amounting to Euros 308,223
thousand has been written off. That amount is reflected under “Profit
/ (loss) on disposals and other” in the accompanying income
statement as part of the net capital gain generated on that transaction, see Note 18.c.
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7. PROPERTY, PLANT AND EQUIPMENT
The breakdown and movement in the accounts under Property, plant and equipment is as follows:
Land and buildings
Plant and other property, plant and equipment
Total
At 1 January 2010
Cost 11,675 4,844 16,519
Accumulated depreciation (1,613) (3,215) (4,828)
Net carrying value 10,062 1,629 11,691
2010
Opening Net carrying value 10,062 1,629 11,691
Disposals (net) (485) (156) (641)
Depreciation charge (136) (297) (433)
Net carrying value 9,441 1,176 10,617
At 31 December 2010
Cost 10,908 4,189 15,097
Accumulated depreciation (1,467) (3,013) (4,480)
Net carrying value 9.441 1,176 10,617
2011
Opening Net carrying value 9,441 1,176 10,617
Disposals (net) (136) (93) (229)
Transfers - 26 26
Other - accumulated depreciation - 35 35
Depreciation charge (132) (256) (388)
Net carrying value 9,173 888 10,061
At 31 December 2011
Cost 10,772 4,122 14,894
Accumulated depreciation (1,599) (3,234) (4,833)
Net carrying value 9,173 888 10,061
At 31 December 2011, the heading “Land and Buildings” includes
Euros 4,285 thousand (Euros 4,291 thousand in 2010) in land costs and Euros 6,487 thousand (Euros 6,617 thousand in 2010) in building
costs. The accumulated depreciation for this account relates fully to
buildings.
Impairment loss
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In 2011 and 2010 no significant value adjustments for impairment have
been recognised or reversed for any individual element of property, plant
and equipment.
Insurance
It is Company policy to contract the insurance policies considered necessary
to cover possible risks that might affect its property, plant and equipment.
8. EQUITY INVESTMENTS IN GROUP COMPANIES AND ASSOCIATES
a) Equity instruments
The breakdown of direct and indirect shareholdings in group companies and associates, together with their carrying value, the
breakdown of equity and the dividends received from the same, is shown in the Appendix.
The main movements during the year have been as follows:
Arrangement and disposal of abertis’ interest in Saba
Infraestructuras, S.A.
On 23 February 2011 abertis announced the start of the study of
the restructuring of its businesses, in order to drive the growth of its five sectors of operation, which could end with the grouping of
its five businesses in two companies: Abertis Infraestructuras, S.A.
that would include the toll road, telecommunications and airport segments and Saba Infraestructuras, S.A. that would include the
car park and logistics park businesses.
On 11 April 2011 Saba Infraestructuras, S.A., wholly owned by abertis, was incorporated at an amount of Euros 60 thousand.
On 18 May 2011 and within the framework of the proposed
resolutions to be ratified by the General Shareholders' Meeting of
21 June 2011, abertis reported the resolution to be adopted by
the Board of Directors to carry out the restructuring of its
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businesses announced a few months earlier. The following steps have been taken:
As a result of the decision to sell these businesses, the interests
in Saba Aparcamientos and Abertis Logística were transferred to the balance sheet heading Assets held for sale and measured
at the lower of their carrying value at that time and fair value
less costs of sale.
On 18 May 2011 Abertis Infraestructuras, S.A. contributed to
the newly formed company, Saba Infraestructuras, S.A., its
interests in Saba Aparcamientos, S.A. and Abertis Logística, S.A., through a non-cash capital increase.
The non-monetary capital increase in Saba Infraestructuras, S.A. was carried out in an amount of Euros 399 million, equivalent to Euros 0.54 per share, which was the valuation
considered reasonable by the independent expert designated by
the Mercantile Registry.
On 21 June 2011, the General Shareholders’ Meeting of abertis
approved the pay-out of an extraordinary dividend on account of 2011 profits of Euros 0.67 per share which the shareholders
of abertis could receive in i) cash or ii) shares in Saba
Infraestructuras, S.A. (at the rate of 1 share in this company for 1 share in abertis) with respect to that valuation of Euros
0.54 per share plus an additional amount in cash of Euros 0.13
per share (see Note 3). Following this pay-out, which ended on 22 July 2011, abertis held 78.06% of Saba Infraestructuras,
S.A.
Finally, on 26 October 2011, all shares that abertis held at that date in Saba Infraestructuras, S.A. were sold to Criteria
CaixaHolding, S.A.U. (and other third parties), for a price of
Euros 0.54 per share, identical to the valuation offered to the
shareholders of abertis.
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On 31 March 2011 the plan for the partial split of Autopistas, C.E.S.A. (acesa) was entered in the Mercantile Register, through
which acesa has segregated part of its assets and liabilities making
up a separate, autonomous and independent economic unit consisting of the assets and liabilities associated with the
concession of the Government of Catalonia, which have been
transferred through universal succession to Infraestructuras Viàries de Catalunya, S.A. (invicat) while acesa has reduced its
capital. Therefore, as a result of the transaction described, abertis has written off part of the investment in acesa relating to the capital decrease and has recorded the shares received in invicat as
a result of the capital increase carried out, the latter amounting to
Euros 130,682 thousand.
Within the framework of the corporate restructuring of abertis Autopistas España, approved by the Board of Directors on 26 July
2011 in order to group together all Spanish toll road concessionaires in a single company (Abertis Autopistas España, S.A.) responsible for the joint management of all of them, on 21
December 2011, abertis sold to Abertis Autopistas España, S.A.,
a wholly-owned subsidiary, its entire interest in Autopistas, C.E.S.A. (acesa), Autopistas Aumar, S.A.C.E. (aumar), Iberpistas,
S.A.C.E. (Iberpistas) and Infraestructuras Viàries de Catalunya,
S.A. (invicat), for a total selling price of Euros 5,491 million, calculated on the basis of the valuations endorsed by the opinion
of an independent expert and which was paid in cash by Abertis
Autopistas España, S.A. on the same date. The transaction which
was performed at fair value generated a gross profit of Euros
3,720 million (See Note 18.c).
Additionally and at that same date, abertis carried out a capital increase in cash amounting to Euros 550,000 thousand in Abertis
Autopistas España, S.A.
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Incorporation of Autopistas Metropolitanas de Puerto Rico, LLC (metropistas), for Euros 143,713 thousand and 45% owned by
abertis.
Disposal of the interest held by abertis in Pt Operational Services Limited (PTY) for Euros 4,579 thousand. See Note 18.c.
Decrease in the interest held by abertis in abertis Portugal SGPS, S.A. (SGPS) owing to the reimbursement of contributions (Euros
4,000 thousand).
Decrease in the interest owned by abertis in Invin, S.L. (Invin)
due to the recovery of part of the acquisition cost as a result of the
purchase agreements signed at the time (Euros 1,998 thousand).
The percentage interest held remains unchanged.
Acquisition on 30 December 2011 of a purchase option over 2,500,000 shares in Brisa at a price in line with its quoted price,
and which may be exercised until 16 March 2012, in which case abertis' 14.61% interest in would increase to 15.02% (through abertis Portugal SGPS, S.A.).
Finally, given that the hedges of the net investment in foreign operations by the group companies Airport Concession and
Development Limited (ACDL), Invin, S.L. (Invin), and Abertis
Infraestructuras Chile Limitada (Abertis Chile) are fair value hedges, the cost of the investment ¡n these companies has
increased at 31 December 2011 compared with the previous year
by Euros 16,882 thousand in the case of ACDL (Euros 16,999
thousand in 2010), and fallen by Euros 40,265 thousand in the
case of Invin (increased by Euros 80,546 thousand in 2010) and
Euros 6,092 thousand in the case of Abertis Chile (Euros 10,071
thousand in 2010). These variations have been recorded against the income statement for the year (Variation in the fair value of
financial instruments) because of the exchange rate effect for the
part of the hedge considered as effective, the impact being offset by the effect of the hedges contracted (see Note 10), also
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recorded in the same account in the income statement (see Note 18.d).
As indicated in Note 4.4, at the year end an evaluation is made as to
whether any of the investments recorded in the accounts present impairment losses or indications of loss.
To do so, first of all, the recoverable value estimate method has been used based on net equity value.
If this method is used and it appears that the carrying value is greater, the recoverable amount of the investment is determined on
the basis of the current value of the future cash flows generated by the investment, calculated on the basis of an estimate of its share of the cash flows expected to be generated by the investee company, or
market value (price of similar, recent transactions in the market).
To determine this current value of the future cash flows from the investment, the following has been carried out:
- Determining the time in which it is estimated that the respective investment will generate cash flows (concession term for
concessionaire companies, most of which expire between 8 and
28 years).
- The respective projections have been made of revenues and
expenses, using the following general criteria:
o For revenues, in order to estimate the evolution of prices,
the group has taken into consideration the official evolution
of the consumer price index (CPI) of each country in which investments are made (taking into account for
concessionaire companies the respective price revision
formulas based on the evolution of the local CPI and/or specific adjustments to it). As for activity, the group uses
as its reference for estimating the growth of gross
318
domestic product (GDP) foreseen by the respective official bodies of each country (as revised in each case), also
taking into account historical experience of the evolution of
the activity in each investment against GDP, the degree of
maturity of each infrastructure and other specific aspects that could affect future activity.
o As for expenses, their evolution has been based on the foreseeable evolution of the respective CPIs, and the
performance of the business.
o In order to estimate the investments in maintenance and
improvement of infrastructures, the group has used the best estimates available based on the experience of each company and taking into account the evolution of the
projected activity.
- The projections have been updated at the discount rate resulting
from adding to the long-term cost of money, the risk assigned by the market to each country where the activity takes place, the
risk premium assigned by the market to each business, and the financial structure. In general the discount rates used are within the range of 6.5%-10%.
Impairment testing has brought to light the need to account for impairment in the group company abertis Portugal SGPS, S.A. (a
holding company that only holds a 14.6% interest in the Portuguese
listed company Brisa) amounting to Euros 315,230 thousand (see Note 18.c).
As a result of the foregoing, total impairment accounted for at 31
December 2011 amounts to Euros 462,778 thousand, of which Euros
147,548 thousand relates to the Argentinean company Ausol where
the interest in that company became fully impaired, following the impairment charged in previous years, and Euros 315,230 thousand
to abertis Portugal SGPS, S.A.
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The Company has no additional commitments in relation to its investee companies than the equity investments made, except for the
balances with those companies, which are indicated in Note 20.c.
b) Loans to group companies and associates
The loans to group companies and associates (see Note 20.c) have
the following maturity terms:
31 December 2011
Current Non-current
2012
2013
2014
2015
2016
Subsequent years
Total
Total
Loans and other financial assets with group companies and associates
374,668 741,128 7,311,194 20,000 - 1,000,000 9,072,322 9,446,990
31 December 2010
Current Non-current
2011
2012
2013
2014
2015
Subsequent years
Total
Total
Loans and other financial assets with group companies and associates
437,144
723,268
819,527
2,055,815
20,000
1,042,600
4,661,210
5,098,354
The initial maturities of the loans granted to group companies and
associates are tacitly renewed each year on the basis of the cash needs of the group companies and associates and under the terms
and conditions established in the relevant loan contracts.
9. LONG AND SHORT-TERM INVESTMENTS
The breakdown of financial investments per categories at the year
end is as follows:
Loans and receivables and
other investments Derivatives
2011 2010 2011 2010
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Derivatives (see Note 10) - - 115,968 132,044
Other financial assets (current and
non current)
8,778 2,344 - -
Total 8,778 2,344 115,968 132,044
None of the loans and receivables pending maturity have been
renegotiated during the year.
“Other financial assets” includes settlements of outstanding interest rate hedge interest receivable.
The balances of the financial assets are stated at nominal value, and
there are no significant differences with their fair value.
The carrying values of investments are basically denominated in Euros.
10. DERIVATIVE FINANCIAL INSTRUMENTS
The breakdown of the fair value of derivative financial instruments at the year end is as follows:
2011 2010
Assets Liabilities Assets Liabilities
Interest rate swaps:
Cash flow hedges - 34,142 - 53,815
Fair value hedges - - - -
Not qualified as hedges 447 265 109 -
Cross currency interest rate swaps in non-
Euros currency:
Net foreign investment hedges 115,521 161,352 131,935 206,837
Derivative financial instruments 115,968 195,759 132,044 260,652
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The Company has contracted interest rate derivative financial instruments
(interest rate swaps or “swaps”) and cross currency interest rate swaps
(“cross currency swaps”), in accordance to the financial risk management
policy described in Note 5.
The breakdown of the derivative financial instruments at 31 December by
type of swap, detailing their notional or contractual values, maturities and
fair values is as follows:
31 December 2011
Notional value
2012
2013
2014
2015
2016
And
subsequent years
Net fair value
Interest rate swaps:
Cash flow hedges 1,060,000 110,000 900,000 - - - 50,000 (34,142)
Not qualified as hedges 456,750 456,750 - - - - - 182
1,516,750 566,750 900,000 - - 50,000 (33,960)
Cross currency interest rate swaps in
non-Euros currency:
Net foreign investment hedges 1,152,259 - 420,041 49,336 682,882 - - (45,831)
1,152,259 - 420,041 49,336 682,882 - - (45.831)
31 December 2010
Notional value
2011
2012
2013
2014
2015
And
subsequent years
Net fair value
Interest rate swaps:
Cash flow hedges 1,560,000 500,000 110,000 900,000 - - 50.000 (53,815)
Not qualified as hedges 900,000 900,000 - - - - - 109
2,460,000 1,400,000 110,000 900,000 - - 50,000 (53,706)
Cross currency interest rate swaps in
non-Euros currency:
Net foreign investment hedges 1,152,259 - - 420,041 49,336 682,882 - (74,902)
1,152,259 - - 420,041 49,336 682,882 - (74,902)
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Interest rate swaps
The amounts of the notional principal of the interest rate swaps
outstanding at 31 December 2010 total Euros 1,517 million (Euros
2,460 million in 2010) and the fixed interest rates through hedges stand at 2.75% to 3.87% (1.69% to 3.87% in 2010).
The impact on the income statement of the settlements of these derivative financial instruments is recognised under” Financial
income” or “Financial expenses” (see Note 18.d).
Cross currency interest rate swaps Both at 31 December 2010, abertis has various “cross currency swaps”
hedges in GBP amounting to Pounds Sterling 476 million, with an equivalent
value in Euros of Euros 683 million. These hedges are designated as a net
investment hedge in the ACDL/TBI group and mature in 2015. The fair
value of these derivatives at 31 December 2011 totals Euros 115,521
thousand (Euros 131,935 thousand at 31 December 2010).
abertis also has hedges in Chilean pesos (CLP 388,650 million) with an
equivalent value in Euros of Euros 420 million, arranged through “cross
currency swaps”. These hedges of a net investment in a foreign operation
cover the investment in Chile through Invin, S.L. and Abertis
Infraestructuras Chile Limitada and will mature in 2013. The fair value of
these derivatives at 31 December 2011 totals Euros -150,893 thousand
(Euros -191,861 thousand at 31 December 2010).
Moreover, there are additional hedges in Chilean pesos (CLP40,221 million),
equivalent to Euros 49 million, arranged through cross currency swaps to
hedge a capital increase in Abertis Infraestructuras Chile Limitada in 2009.
These hedges mature in 2014. The fair value of these derivatives at 31
December 2011 totals Euros -10,459 thousand (Euros -14,975 thousand at
31 December 2010).
As described in Note 4.5 c), the hedges of net foreign investments in
subsidiary, jointly-controlled companies and associates are accounted for as
fair value hedges, in relation to the exchange component, that is, as a
counter-entry in the income statement (see Note 18.d).
323
The amount recorded in the income statement under “Variation of fair value
of financial instruments” (see Note 18.d) for this item has been recognised
as financial income of Euros 29,071 thousand (a financial expense of Euros
115,508 thousand in 2010), offset by the respective recording of the fall in
the investment (see Note 8.a).
The settlements of these derivative financial instruments are
recognised in “Financial income” or “Financial expenses” (see Note 18.d).
11. TRADE AND OTHER RECEIVABLES
The carrying values of the trade and other receivables balance are denominated entirely in Euros.
12. CASH AND CASH EQUIVALENTS
The breakdown of the cash and other cash equivalents balance at 31 December is as follows:
2011
2010
Cash 18 16
Banks 4,084 1,029
Cash and cash equivalents 4,102 1,045
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13. SHAREHOLDERS EQUITY
a) Share capital, share premium and treasury shares
The amount and movement in these accounts during the year are as follows:
Share
capital
Share
premium
Treasury
shares
At 1 January 2010 2,111,537 523,309 (261,113)
Net variation in treasury shares - - 2,117
Capital increase 105,576 (105,576) -
At 31 December 2010 2,217,113 417,733 (258,996)
Reimbursement of contributions - (295,615) -
Net variation in treasury shares - - (152,358)
Capital increase 110,856 (110,856) -
At 31 December 2011 2,327,969 11,262 (411,354)
At 31 December 2011 the share capital of abertis is made up of
775,989,672 fully subscribed and paid ordinary shares of a single class and series, represented by accounting entries, with a par value
of Euros 3 each.
On 21 June 2011, the Shareholders’ Meeting of abertis approved a
bonus share issue to be charged against the Share Premium Reserve, which includes, amongst others, the amount relating to the
Revaluation Reserves of companies involved in takeover mergers carried out in prior years in the proportion of one new share for every
20 former shares, representing a sum of Euros 110,856 thousand
(36,951,889 ordinary shares). The movement recorded in the number of abertis shares during the year has been as follows:
Number of ordinary shares
2011 2010
At 1 January 2011 739,037,783 703,845,508
Bonus share issue 36,951,889 35,192,275
At 31 December 2011 775,989,672 739,037,783
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Also, on 21 June 2011 the abertis General Shareholders' Meeting agreed to pay an extraordinary dividend against the share premium
account of Euros 0.40 per share in respect of the reimbursement of
shareholder contributions, amounting to Euros 295,615 thousand.
As the shares of abertis are made up of registered shares, and,
according to the information available, the most significant holdings
at 31 December 2011 are the following:
Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1) 27.41%
Joint share held by Trebol Holding S.a.r.L / ACS, Actividades de
Construcción y Servicios, S.A. (2) 25.83%
53.24%
(1) With the reorganisation of the “la Caixa” Group, the indirect shareholdings with the company
Criteria CaixaHolding, S.A.U. is 19.66% and through the company Inversiones de Autopistas,
S.L. the indirect shareholding is 7.75%.
(2) Joint share of Trebol Holding S.a.r.L and ACS, Actividades de Construcción y Servicios, S.A.,
through the 15.55% stake held by Trebol International B.V. (99% owned by Trebol Holding
S.a.r.L and 1% owned by the ACS Group) and of the 10.28% held by Admirabilia, S.L. (99%
owned by the ACS Group and 1% owned by the company Trebol International, B.V.). 60%
belongs to Trebol Holding S.a.r.L (company managed by the investment fund manager CVC
Capital Partners) and the remaining 40% belongs to the ACS Group. The Board of Directors was authorised by the Annual General Meeting of 27 April 2010 to increase share capital, through one or more
capital issues though cash contributions, up to a maximum amount of
Euros 1,108,557 thousand, during the period up to 27 April 2015. This power remains fully operative.
In accordance with the authorisation granted by the Annual Shareholders'
Meeting in 2011, abertis has carried out several purchases and disposals
and deliveries to employees of treasury shares (in 2010 there were only deliveries of shares to employees).
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The movement recorded in the treasury shares portfolio during 2011 are as
follows:
Number
Nominal value
Acquisition /Selling
Cost
At 1 January 2011 14,551,098 43,653 258,996
Bonus share issue (1) 877,451 2,632 -
Sales / deliveries (1,930,483) (5,791) (28,768)
Purchases 16,387,222 49,162 181,126
At 31 December 2011 29,885,288 89,656 411,354
(1) Bonus share issues charged to reserves in the proportion of one new share for each
twenty former shares approved by the General Shareholders' Meeting of 21 June
2011.
Number
Nominal value
Acquisition /Selling
Cost
At 1 January 2010 13,971,451 41,914 261,113
Bonus share issue (1) 692,909 2,079 -
Sales / deliveries (113,262) (340) (2,117)
At 31 December 2010 14,551,098 43,653 258,996
(1) Bonus share issue charged to reserves in the proportion of one new share for each
twenty former shares approved by the General Shareholders' Meeting of 27 April
2010.
The use of these treasury shares has not been decided and will
depend on the resolutions that may be adopted by the Group's
governing bodies.
All the shares of abertis are listed on the stock exchanges of
Barcelona, Bilbao, Madrid and Valencia. The shares are traded on the
Spanish electronic trading system. These shares are traded on the
main board (continuous market) and form part of the IBEX 35 index.
327
Article 303 of the Spanish Corporate Entrerprises Act 2010 expressly permits the use of the share premium balance for capital increases
and does not set down specific restrictions on the availability of this
balance for distribution.
b) Reserves
The breakdown of this account is as follows:
2011 2010
Legal and statutory: - Legal reserve
461,733
461,733
461,733 461,733
Other reserves:
- Voluntary reserves
- Goodwill reserve - Reserves for actuarial gains and losses
866,996
72 1,336
623,901
30,870 1,295
868,404 656,066
1,330,137 1,117,799
Legal reserve
In accordance with the article 274 of the Spanish Corporate Enterprises Act 2010, 10% of the annual profits must be allocated to
the legal reserve until this reserve reaches at least 20% of the
capital. The legal reserve cannot be distributed to shareholders unless
the Company is liquidated.
The legal reserve can be used to increase capital in the part of the
balance that exceeds 10% of the capital already increased.
Apart from the purpose mentioned above, provided that this reserve
does not exceed 20% of share capital, it can only be used to offset losses when there are no other reserves available for this purpose.
Voluntary reserve
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With respect to the movement for the year in this heading and in addition to
the movements relating to the distribution of results and the transfer from
the reserve for goodwill (see below), noteworthy is the positive impact on
reserves of Euros 26,408 thousand in respect of the dividends distributed
on treasury shares and the positive impact on reserves resulting from the recording of the non-cash contribution of the shares of Saba Aparcamientos,
S.A. to Saba Infraestructuras, S.A. (see Note 8.a) carried out in accordance
with accounting legislation, at the values at which they were carried in the
consolidated accounts and which exceeded carrying value by Euros 43,479
thousand.
Goodwill reserve
The goodwill reserve is appropiated under article 273 of the Spanish
Corporate Enterprises Act, by virtue of which Spanish companies must
make appropriations to a non-distributable reserve equivalent to the
goodwill stated under assets that amounts to at least 5% of the goodwill. If
these earnings do not exist or were insufficient, freely distributable reserves
must be used. As long as the goodwill is maintained, this reserve will not be available for distribution.
At 31 December 2011 the goodwill reserve of abertis totals Euros 72
thousand. As described in Note 6, the goodwill generated on the merger by
absorption with Iberpistas in 2004 amounting to Euros 308,223 thousand has been written off. Therefore the amounts appropriated to the time of
sale, explained in Note 8.a, totalling Euros 46,233 thousand, have been
transferred to voluntary reserves.
Furthermore, at 31 December 2011, the corresponding appropriation has been proposed with respect to the distribution of profit for the year based
on the aforementioned Article (see Note 3).
Dividends
On 21 June 2011 the General Shareholders’ Meeting of abertis adopted the following
resolution to distribute the following dividends:
Payment of a complementary dividend for 2010 of a gross amount of Euros 0.30 per
share amounting to Euros 221,711 thousand.
Payment of an extraordinary dividend against the share premium account of Euros 0.40 per share in respect of the reimbursement of shareholder contributions,
329
amounting to Euros 295,615 thousand.
Payment of an extraordinary dividend against profit for the year, totalling Euros 495,155 thousand, which represents Euros 0.67 gross per share making up the Company's share capital. See note 3
On 25 October 2011 the Company agreed to the distribution of an
interim dividend against profit for the year, totalling Euros 232,797 thousand, which represents Euros 0.30 gross per share making up
the Company's share capital.
14. SHORT AND LONG-TERM DEBTS PAYABLE
The breakdown of short and long-term debts payable is as follows:
Amounts payable Derivatives
2011 2010 2011 2010
Bonds and other negotiable securities 3,764,761 3,651,033 - -
Bank loans 1,656,704 2,100,724 - -
Derivatives (see Note 10) - - 195,759 260,652
Other financial liabilities (non current) 591 47 -
Total 5,422,056 5,751,804 195,759 260,652
Set out below is a breakdown of the debts payable at the year end, by
maturity:
31 December 2011
Current Non-current
2012
2013
2014
2015
2016
Subsequent years
Total
Total
Debentures and other marketable securities
118,368
200,000
449,081
20,000
995,539
1,981,773
3,646,393
3,764,761
Loans and credit facilities 42,545 920,877 132,487 262,077 149,876 148,842 1,614,159 1 656,704 Other financial liabilities - 13 337 194 - 47 591 591
Total 160,913 1,120,890 581,905 282,271 1,145,415 2,130,662 5,261,143 5,422,056
31 December 2010
Current Non-current
2011
2012
2013
2014
2015
Subsequent years
Total
Total
330
Debentures and other marketable securities
84,356
30,000
200,000
448,672
20,000
2,868,005
3,566,677
3,651,033
Loans and credit facilities 94,791 575,000 970,896 160,037 250,000 50,000 2,005,933 2,100,724 Other financial liabilities - - - - - 47 47 47
Total 179,147 605,000 1,170,896 608,709 270,000 2,918,052 5,572,657 5,751,804
The carrying values and fair values of the long-term payables are as follows:
Carrying value Fair value
2011 2010 2011 2010
Bank loans Debentures and other
marketable securities
Other financial liabilities
1,614,159
3,646,393 591
2,005,933
3,566,677 47
1,614,159
3,517,078 591
2,005,933
3,370,062 47
5,261,143 5,572,657 5,131,828 5,376,042
Short-term financial liabilities are stated at their nominal value, which are not significantly different from their fair value. The fair values are based on
discounted cash flows at a rate based on a borrowings rate of 3.87% (2.99%
in 2010).
Company debt is denominated in Euros.
The Company has the following undrawn credit facilities:
2011 2010
Floating rate:
- maturing in less than one year - maturing in more than one year
299,990 1.021.636
487,712 524,067
1,321,626 1,011,779
In 2011 the Company has credit facilities with a limit at the year end
of Euros 1,350,000 thousand (Euros 1,195,000 thousand in 2010), of
which Euros 300,000 thousand relates to credit facilities maturing in
331
one year and Euros 1,050,000 thousand to facilities maturing in more than one year. The increase in undrawn credit facilities enables the
Company to fortify its liquidity position in the face of short and
medium-term needs.
Of the Euros 1,350,000 thousand in credit facilities, Euros 600,000
thousand (Euros 650,000 thousand in 2010) can be used in Euros or
a currency other than the euro, at the equivalent counter-value. The credit facilities in Euros accrue interest at Euribor plus a spread while
the lines drawn down in non-Euros currencies accrue interest pegged
to Libor.
In 2011 the Company has arranged loans amounting to Euros 150,000 thousand and maturing on average in 5 years.
During 2011 the Company has cancelled the syndicated loan of Euros 515,000 thousand, repaid the amounts used on credit facilities and
has amortised Euros 60,000 thousand of the debt, of which Euros 20,000 thousand relates to loans and Euros 40,000 thousand to
promissory notes. The result is the obtainment of financing amounting to Euros 845,000
thousand (Euros 1,770,000 thousand in 2010), including credit
facilities and loans. Euros 28,474 thousand has been used in respect of credit facilities (Euros 183,221 thousand in 2010) and at the year
end, Euros 1,321,626 thousand (Euros 1,011,779 thousand in 2010)
is available in credit facilities and Euros 75,000 thousand in loans arranged and not used (Euros 175,000 thousand in 2010).
Bank loans and debentures
The Company has renewed the promissory note program totalling
Euros 500,000 thousand, which are fully available at 31 December 2011.
At 31 December 2011, Euros 200,000 thousand in debentures are issued at an annual interest rate of 4.95%, Euros 450,000 thousand
at 4.75%, Euros 540,000 thousand together with the increase during
the year of Euros 120,000 thousand at 4.38%, Euros 1,000,000
332
thousand at 5.13%, Euros 125,000 thousand at 5.99%, Euros 1,000,000 thousand at 4.63% and Euros 210,000 thousand indexed
to Euribor.
Furthermore, at the 2011 year end, 85% (87% in 2010) of borrowings accrued a fixed interest rate or a rate fixed through
hedges.
Finally, we should point out that in relation to the main financing
contracts in force at the 2011 year end, there are no (as was also the
case in 2010) pledged financial assets relevant to these consolidated annual accounts guaranteeing liabilities or contingent liabilities.
Consequently, there are no commitments or clauses associated with financing agreements whose infringement would make liabilities immediately due and payable to the lender.
15. OBLIGATIONS FOR EMPLOYEE BENEFITS
Amongst the obligations with its employees, the Company has different pension commitments for defined contribution plans, as the
promoter of an employee pension plan.
It also has obligations for defined contribution and/or defined benefit
pension commitments, arranged through insurance policies, as set down in legislation governing the transfer of pension commitments.
On the liabilities side of the accompanying balance sheet, under “Post-employment obligations”, the Company carries Euros 887
thousand (Euros 509 thousand in 2010), relating to the valuation of
the defined benefit liabilities with employees arranged through insurance policies. The amount recorded as staff costs in 2011 for
these commitments totals Euros 661 thousand (Euros 865 thousand
in 2010) (see Note 18.b).
Furthermore, on the assets side of the accompanying balance sheet,
under “Other financial assets – non current”, the Company carries
Euros 360 thousand (Euros 380 thousand in 2010), corresponding to the fair value of the assets related to these commitments, contracted
333
with related parties (see Note 20.d). The amount recorded as Financial income for the expected yield on this asset is Euros 11
thousand (Euros 50 thousand in 2010).
The economic-actuarial information on the existing liability for pension commitments of the Company with its employees is as
follows:
a) Defined contribution commitments
The amount recorded for the year as personnel expense in the income statement for defined contribution commitments totals Euros
1,535 thousand (Euros 1,260 thousand in 2010). See Note 18.b.
b) Defined benefit commitments
The pension liabilities are covered using insurance policies with the
amounts taken off the balance sheet. Nevertheless, this account entry includes the hedging instruments (obligations and assets
affected) where the legal obligation or implied obligation to meet the agreed benefits remains.
In relation to defined benefit obligations, the reconciliation of the
opening and closing balances of their actuarial value is as follows: 2011 2010
At 1 January 509 2,190
Service cost (see Note 18b) 661 865
Interest cost 8 46
Actuarial gains/(losses) (51) (75)
Released to current liabilities - (1,200)
Settlements (240) (1,317)
At 31 December 887 509
The reconciliation between the opening and closing balances of the
actuarial fair value of the assets related to these liabilities is as
follows:
2011 2010
At 1 January 380 1,681
334
Expected yield on related assets 11 50
Actuarial gains (losses) 8 65
Contributions of the promoter - 1
Settlements (39) (1,417)
At 31 December 360 380
The actuarial assumptions (demographic and financial) used
constitute the best estimates on the variables that will determine the
final cost of providing the post-employment benefits.
The main actuarial assumptions used at the balance sheet date are as
follows: 2011 2010
Annual discount rate 3.00% 3.25%
Expected yield on plan assets 3.00% 3.25%
Salary increase rate 2.75% 3.00%
Mortality tables PERM/F 2000 P PERM/F 2000 P
Disability tables IPA 0M77 IPA 0M77
The expected overall yield on the assets is the discount rate used in determining the liability.
c) Share options
On 13 June 2007, the Annual Shareholders’ Meeting of Abertis Infraestructuras, S.A. adopted a share options plan for its
management personnel and that of its subsidiaries (Plan 2007).
On 1 April 2008, the Annual Shareholders’ Meeting of Abertis
Infraestructuras, S.A. adopted another share options plan for its
management personnel and that of its subsidiaries (Plan 2008).
On 31 March 2009, the Annual Shareholders’ Meeting of Abertis
Infraestructuras, S.A. adopted another share options plan for its
management personnel and that of its subsidiaries (Plan 2009).
Furthermore, on 27 April 2010, the General Shareholders’ Meeting of
Abertis Infraestructuras, S.A. adopted another share options plan for management personnel and its subsidiaries (Plan 2010)
335
All four plans have a 3-year vesting period in order to exercise the options as from the date they are given, i.e., 14 June 2010, 2 April
2011, 1 April 2012, and 28 April 2013, respectively. At the end of the
vesting period, management personnel can exercise the options
received over a period of 2 years, which can only be settled in shares.
Each option coincides with a share; up to the maximum number of
options originally assigned to Company management under Plan 2007 is 351,750 options, under Plan 2008, 398,000 options, Plan 2009,
427,500 options and Plan 2010, 662,000 options.
The exercise price for the options is the average quotation price for a
share of Abertis Infraestructuras, S.A. over the fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (Euros 24.1887/share), 3 months prior to the General Meeting of
Shareholders of 1 April 2008 (Euros 20.5100/share), 3 months prior
to the General Meeting of Shareholders of 31 March 2009 (Euros 12.0600/share), and the average quotation of the share from 4
January 2010 until 26 April 2010, both inclusive (Euros 14.5700/share) adjusted by the effect of possible bonus share issues.
Thus, the movement recorded is as follows:
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Plan 2010
Plan 2009
Plan 2008
Plan 2007
Number of options
Maturity
Number of
options
Maturity
Number of
options
Maturity
Number
of options
Maturity
At 1 January 2010 -
448,875 2014 411,225 2013 362,896 2012
-
Grant 662,000 - - -
Bonus share issue (1) 33,100
26,367 20,551 18,137
Additions - 78,750 - -
At 31 December 2010 695,100 2015
553,992 2014 431,776 2013 381,033 2012
Bonus share issue (2) 30,123
24,434 18,109 17,327
Disposals (94,312)
(65,046) (76,746) (40,714)
At 31 December 2011 630,911 2015
513,380 2014 373,139 2013 357,646 2012
1) Effect on the options given from the bonus share issue charged to reserves in the
proportion of one new share for each 20 old shares adopted by the General Shareholders’
Meeting of 27 April 2010, according to Plans 2007, 2008, 2009 and 2010.
2) Effect on the options given from the bonus share issue charged to reserves in the
proportion of one new share for each 20 old shares adopted by the General Shareholders’
Meeting of 21 June 2011, according to Plans 2007, 2008, 2009 and 2010.
These commitments are recorded in net equity and are stated at their fair value when given using a financial calculation method in which the exercise
price of the option, volatility, the term, expected dividends and the free risk
rate are taking into consideration.
The charge to the income statement, as staff costs, is made on an
accruals basis over the term established for the employee to remain with the company in order to exercise the option, with a counter-
entry recorded in equity. The amount recorded in the income
statement at 31 December 2011 totals Euros 1,064 thousand (Euros 1,689 thousand in 2010), see Note 18.b.
337
The main assumptions used in the valuation of these share option
plans at the date they are given are as follows:
Plan 2010 Plan 2009 Plan 2008 Plan 2007
Valuation model Hull & White Hull & White Hull & White Hull & White
Option exercise price (Euros /share) 14.5700 12.0600 20.5100 24.1887
Grant date 28.04.2010 01.04.2009 02.04.2008 14.06.2007
Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012
Term of option to maturity 5 years 5 years 5 years 5 years
Term of option until first exercise date 3 years 3 years 3 years 3 years
Option type / style
“Call /
Bermuda”
“Call /
Bermuda”
“Call /
Bermuda”
“Call /
Bermuda”
Spot price (Euros /share) 13.03 11.99 21.00 22.19
Forecast volatility (1) 27.52% 24.75% 21.29% 26.51%
Free risk rate 2.31% 2.63% 4.13% 4.66%
Payout ratio (2) 0.00% 0.00% 0.00% 0.00%
1) Estimated implicit volatility based on the prices of traded shares in official markets and OTC
markets for that maturity and exercise price.
2) The early daily redemption dates have been estimated as from the beginning of the exercise
period until the end of the exercise period based strictly on market criteria.
The Hull & White model used, unlike others, enables to input all the
terms and conditions of the incentive plan. This model allows for the
input of information such as the loss of the exercise right due to resignation before the first three years, the early exercising far from
the optimal moment and the periods in which the right cannot be
exercised. The model also allows for the input of employee leaver ratios based on their role in the company’s organisational chart.
338
16. OTHER PROVISIONS
The movements in provisions recognised in the balance sheet have
been as follows:
Balance at
31/12/2010 Transfers Applications
Balance at 31/12/2011
Other provisions
(see Notes 4.10 and 17) 42,728 - (29,575) 13,153
Balance at
31/12/2009 Transfers Applications
Balance at
31/12/2010
Other provisions 39,305 6,735 (3,312) 42,728
This account mainly includes a provision for tax litigation arising from
assessments that have been appealed and which are pending
judgement by the competent courts (see Note 17.a). Applications during the year relate to the payment of tax settlements
(see Note 17.a).
17. CORPORATE INCOME TAX AND TAX SITUATION
a) Tax-related disclosures
The Company pays tax under the tax consolidation regime for corporate income tax purposes, and is the parent company of the tax group.
At 31 December 2011, the Company has all the taxes applicable to it and for which the statute of limitations has not expired open to inspection. In
addition, the Company has general inspection proceedings open with regard
to Corporate Income Tax for the years 2006 to 2009 and, with regards VAT
and Personal Income Tax for financial years 2007 to 2009. However, the
Company believes that no significant effects on equity will arise from the aforementioned inspections or the differences in interpreting current tax
legislation with regards the other financial years ending verification.
339
During 2002, 2003 and 2004, the Company was involved in several
corporate transactions in which it opted to apply the special tax regime
contained in Chapter VIII of Title VII of Legislative Royal Decree 4/2004.
The information concerning these transactions is disclosed in the notes to the annual accounts for 2002, 2003 and 2004. These transactions were as
follows:
The non-cash contribution of a branch of activity of the concessions
held by the Company for the operation of certain toll motorways, to the company Autopistas Concesionaria Española, S.A, Sociedad
Unipersonal (2002), and the capital increase of the investee company
Abertis Logística, S.A., subscribed by the Company through non cash
contribution of shares in different investee companies (2002).
The capital increase of the Company, in order to meet the
consideration through a share swap established in the Takeover Bid
for the shares of Ibérica de Autopistas, S.A. (2002).
The mergers of Abertis Infraestructuras, S.A. through full takeover of
Aurea, Concesiones de Infraestructuras, S.A. (2003), and Ibérica de Autopistas, S.A. (2004), and the subsequent winding up without
liquidation of the latter two.
The Company has received tax assessments resulting from the audits of the
years 2000 and 2001, for corporate income tax in general; and for 2001 and 2002, in a limited manner, in relation to whether certain export
deductions could be made from corporate income tax by Aurea Concesiones
de Infraestructuras, S.A. All these assessments were signed in
disagreement, appealed against and are awaiting a decision from the
competent courts. The amount of such assessments is fully provided for Euros 3 million at 31 December 2011 (see Note 16).
In 2010 the Company received notification that the Supreme Court ruled against it, in relation to the assessment resulting from the
partial audit connected with the export deduction applied against CIT
in 2000. The assessment has been fully paid at 31 December 2011.
With respect to corporate income tax assessments for 1991 and 1992
and personal income tax assessments for 1992 and 1993, with respect to which the Company's position was partly upheld by the
Supreme Court in 2010, the relevant amounts were paid during 2011.
340
These payments have been recorded against the provision booked for such
purposes (Note 16).
Additionally, in 2008 tax assessments were raised against abertis, as the
successor of Aurea Concesiones de Infraestructuras, S.A., which were contested, for the undue application in 2002 of the “RDL 7/96 Asset
Revaluation Reserve” account. The aforementioned assessment amounts to
Euros 60 million at 31 December 2011 and has been appealed against with
the competent courts. At 31 December 2011 no provision has been
recorded in this respect (as in 2010), as the Company believes that there are solid arguments to defend against the regularisation made by the Tax
Inspectors, and that the competent courts will rule in favour of the appeal.
As a result of the different interpretations that could be afforded to Spanish
tax legislation applicable to some transactions, contingent tax liabilities could arise in the future, which would be difficult to quantify objectively.
The Directors consider, however, that any additional assessments that
might be made would not significantly affect these accounts.
b) Corporate income tax expense
The general corporate income tax rate for 2011 is 30%.
The reconciliation of net income and expenses for the year and taxable
income for corporate income tax purposes as follows:
Income statement
Income and expense attributed
directly to equity
Increases
Decreases
Total
Increases
Decreases
Total
Balance of net income and
expenses for the year
3,048,089
15,153
Corporate Income Tax - - 1,067,856 - - 5,853
Permanent differences 196,989 (1,022,313) (825,324) - (1,184) (1,184)
Temporary differences:
- arising in the year
- arising in prior years
357,074
329
(3,911,208)
(14,293)
(3,554,134)
(13,964)
-
-
(19,822)
-
(19,822)
-
Total (277,477) 0
Taxable income to be
added to tax consolidation
(277,477)
The main corporate income tax items for the year are as follows:
2011 2010
Current-year tax (49,848) (48,029) Deferred tax (see Note 17.c) 1,180,161 11,004
341
Other (regularisation of CIT and foreign taxes) 429 871
Current tax discontinued operations (See Note 18.f)
(62,886)
(4,699)
Total 1,067,856 (40,853)
The accrued corporate income tax expense that figures in the Company's
income statement is determined taking into account the following, in
addition to the parameters to be considered in individual taxation:
- Dividends from the group companies included in the tax
consolidation are considered permanent differences.
- Temporary differences arising in the year include the elimination of
profits/losses on intercompany operations eliminated when determining the consolidated tax base, mainly the capital gains
obtained on the transfer of shares in toll-road concessionaires
(see Note 18.c).
The tax consolidation group has assumed the right to offset the tax loss carryforwards generated by the Company in 2011 and has
reflected the relevant intergroup offset in the balance sheet.
At 31 December 2011 deductible temporary differences total Euros 315,230 thousand relating to the impairment of the interest in Abertis
Portugal SGPS, S.A. for which no deferred tax asset has been recognised on the understanding that for prudence, this amount is
not expected to reverse in the foreseeable future.
The taxes paid abroad that are similar to CIT and the regularisation of
the calculation of the tax accrued in 2010 have led to an increase in
the corporate income tax expense for the year of Euros 429 thousand
(Euros 871 thousand in 2010).
The deductions generated in 2011 totalling Euros 29,491 thousand
relate to deductions to avoid double taxation for taxes paid abroad and internally sourced capital gains and investment deductions.
(Euros 2,081 thousand in 2010).
Specifically, in 2011 the Company has availed itself of income of Euros 16
thousand from the re-investment deduction, and has reinvested the total
amount obtained in the transfers of various assets and liabilities this year.
Furthermore, in 2006, 2007, 2008, 2009 and 2010 the Company applied as
342
a re-investment deduction total income of Euros 5,147 thousand, and
reinvested the total amount obtained from the transfers in each of these
years.
Withholding and payments on account in 2011 total Euros 556
thousand (Euros 239 thousand in 2010).
c) Deferred taxes
The breakdown of the deferred taxes is as follows:
2011 2010
Deferred tax assets:
- Temporary differences
17,590
26,338
Deferred tax liabilities:
- Temporary differences
(1,232,283)
(54,913)
Deferred taxes (1,214,693) (28,575)
The movement during the year in deferred tax assets and liabilities, has been as follows:
2011 2010
Deferred tax
asset
Deferred tax
liability
Deferred tax
asset
Deferred tax
liability
At 1 January 2011 26,338 (54,913) 27,579 (45,230)
Charges/ (credits) to income statement (2,758) (1,177,403) (384) (10,620)
Charges/ (credits) to equity (5,980) 33 (140) (33)
Other charges /(credits) (regularisation of CIT
for previous year)
(10)
-
(717)
970
At 31 December 2011 17,590 (1.232.283) 26,338 (54,913)
The deferred tax assets recorded at the year end 2011 relate mainly to the tax effect associated with valuation differences between tax
and accounting criteria in relation to the assets and liabilities of the
Company and long-term post-employment obligations.
Deferred tax liabilities recorded at the 2011 year end relate mainly to capital gains obtained on the transfer of shares in the Spanish toll-
road concessionaires mentioned in Note 18.c that have been
eliminated when determining the consolidated tax base.
343
Finally, the Company applies Article one of Law 4/2008 that amends
Article 12.3 of the Corporate Income Tax Law. Set out below is a
breakdown of the total amounts deducted and not deducted under
Article 12.3 of the Corporate Income Tax Law:
18. INCOME AND EXPENSES
a) Net turnover
abertis carries out operations in three sectors: toll-road concessionaires, telecommunications and airports. As parent
Company of the Group, the Company’s income relates basically to dividends and the provision of services to the Group companies (See
Note 20.c).
Revenues from the Company’s ordinary activities may be analysed
geographically as follows:
%
Market 2011 2010
Spain
Latin American and USA Rest of Europe
79.9
3.3 16.8
80.8
4.0 15.2
100.00 100.00
b) Staff costs
The breakdown of this account is as follows:
2011 2010
Wages and salaries Social Security contributions
22,391
1,808
19,975
1,902
Company Total amounts
deducted at
31/12/2010
CIT adjustment
2011
Amounts to be recovered
/( added) at
31/12/2011
AUSOL (147,548) - (147,548)
Abertis SGPS - 315,230 315,230
344
Pension costs: - Defined contribution plans (see Note 15.a)
- Defined benefit plans (see Note 15.b) Share-based payments (see Note 15.c) Other
1,535 661
1,064 765
1.260 865
1.689 1,348
Staff costs 28,224 27,039
The average number of employees during the year by category is as follows:
2011 2010
Permanent: - Directors
- Senior Managers - Managers and heads - Others employees
Temporary employees
2
25 37 99
1
2
25 41
110
2
164 180
Furthermore, the breakdown by gender at the year end of Company
personnel is as follows:
2011 2010
Men Women Total Men Women Total
Permanent: - Directors - Senior Managers - Managers and heads
- Other employees
2
19 22
23
- 3
14
70
2
22 36
93
2
22 23
31
- 4
15
85
2
26 38
116
66 87 153 78 104 182
c) Impairment and profit / (loss) on fixed asset disposals
2011 2010
Impairment and losses (315,230) - Profits on interests in capital 3,724,961 - Property, plant and equipment 16 1,963
Total 3,409,747 1,963
The amount reflected in Impairment and losses relates in full to the
appropriation for the interest in abertis Portugal SGPS, S.A. See Note
8.
345
Profits from the interest in capital relate to the capital gains on the
sale to abertis Autopistas España (Euros 3,720,382 thousand) and
the capital gain on the disposal of the interest in Pt Operational
Services Limited (PTY) (4.579 thousand). See Note 8.a.
d) Financial results
The breakdown of financial income and expenses is as follows:
2011 2010
- Income from loans to group companies and associates (see Note 20.c)
170,871 138,512
- Interest income and other 7,502 3,665
- Income from sale of derivative financial instruments 13,477 17,771
Financial income 191,850 159.948
- Interest on loans with group companies and associates (see Note 20.c)
(25,274) (18,251)
- Interest on loans with credit entities and other (209,281) (204,465)
- Expense from sale of derivative financial instruments (53,170) (47,807)
Financial expenses (287,725) (270,523)
”Variation in fair value of financial instruments” is as follows:
2011 2010
Profit/ (loss) on hedging instruments
(26)
(7,339)
(26) (7,339)
This account includes mainly the net impact deriving from the hedge accounting of net foreign investments (see Notes 8.a and 10).
The breakdown in the translation difference recognised during the year by financial instrument is as follows:
2011 2010
Transactions settled during the year:
Loans and trading operations (1,197) 3,182
346
(1,197) 3,182
Outstanding and unmatured balances:
Loans (5,089) (2,486)
(5,089) (2,486)
(6,286) 696
e) Transactions in a non-Euros currency
The amounts of the transactions in non-Euros currency are as follows:
2011 2010
Services received
Services rendered
8,644
5,657
2,609
2,571
f) Discontinued operations
The main financials relating to discontinued operations owing to the
restructuring of the car park and logistics park businesses until their sale on 26 October 2011, included at the year end 31 December
2011, together with the relevant comparative figures at the 2010 year end, are as follows:
2011 2010
Services provided 529 1,090
Operating results 529 1,090
Financial income and expense 7,418 14,576
Profit/(loss) before taxes 7,947 15,666
Corporate income tax (2,384) (4,699)
Profit/(loss) for the year from operations with the car park and logistics businesses
5,563
10,967
Loss on the sale of the car park and logistics businesses
(169,498)
-
Corporate income tax 65,270 -
347
Net loss on the sale of the car park and logistics businesses
(104,228)
-
Profit/(loss) for the year from discontinued operations
(98,665)
10,967
Cash flows from discontinued operations 2011 2010
Cash generated from operating activities 9.219 10.889
Net cash from investing activities(*) 493.015 (13.140)
Net cash from financing activities (4.515) 2.883
Effect on cash flows 497.719 632
(*) Includes Euros 311,521 thousand on the sale of 78.06% in Saba Infraestructuras, S.A.
19. CONTINGENCIES AND COMMITMENTS
a) Contingent liabilities
At 31 December 2011, the Company has given guarantees to third parties provided by financial institutions totalling Euros 113,079
thousand (Euros 252,473 thousand in 2010), which relate, mainly, to guarantees given by financial institutions before Governments for
certain commitments (investments, operation of services, financing, taxes, etc.) assumed by the Company subsidiaries and other
companies. These commitments are not expected to generate
significant costs.
Furthermore, the Company has given guarantees to its subsidiary
company Aulesa totalling Euros 40 million (Euros 41 million in 2010)
for a certain financial agreement that the latter has entered into.
20. TRANSACTIONS WITH RELATED PARTIES
a) Directors and Senior Management
Annual remuneration of the Board Members for their services to the Board of Directors of the Company is fixed as a share in the liquid
profits. It can only be paid out once the payment of dividends and
348
transfers to reserves that the Law establishes are covered and cannot exceed, under any circumstances, two percent of the profits. The
Board of Directors may distribute this sum amongst its members in
the form and amount it decides. The remuneration paid to directors of
Abertis Infraestructuras, S.A., as members of the Board of Directors and their relevant committees, totalled Euros 1,862 thousand in 2011
(Euros 1,875 thousand in 2010), which is less than the statutory
limit.
Total remuneration received by the Board Members of Abertis
Infraestructuras, S.A. was Euros 4,896 thousand (Euros 4,513 thousand in 2010), which corresponds to fixed and variable
remuneration. As members of the territorial advisory committees created in 2011,
the Directors of Abertis Infraestructuras, S.A. have received Euros 49
thousand.
Furthermore, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are contributions for pension
obligations and other benefits in kind, totalling Euros 306 thousand and Euros 76 thousand, respectively (Euros 256 thousand and Euros 57 thousand in 2010).
Remuneration in 2011 of the members of Senior Management, understood as being the managing directors and senior personnel of
abertis that carry out their management functions under direct
control of the Board of Directors, Executive Committee, the Chairman or Chief Executive Officer of Abertis Infraestructuras, S.A., taking into
account the changes in the organizational structure, totalled Euros
3,239 thousand (Euros 3,397 thousand in 2010).
In addition, members of Senior Management have received as other
benefits contributions related to pension obligations and life insurance
obligations totalling Euros 329 thousand and Euros 180 thousand, respectively (Euros 330 thousand and Euros 215 thousand in 2010).
Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes 4.9.b)
and 15.c).
349
b) Other information on the Board of Directors
In accordance with the provisions of article 229 and 230 of the Spanish Corporate Entities Act, designed to increase the transparency
of listed companies, and publishing disclosure from directors, we set
out below the companies with the same, similar or complementary
activity as that of Abertis Infraestructuras, S.A. in which members of the Board of Directors or persons related to them, have direct or
indirect shareholdings, or undertake functions, as the case may be,
as well as the offices held in companies with the same, analogous or complementary activity as that which constitutes the corporate purpose of Abertis Infraestructuras, S.A., are set out below:
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Salvador Alemany
Mas
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0263
Several
Administrator
(since 11/04/11)
and Board Member
and Chairman
(since 14/12/11)
Salvador Alemany
Mas
Autopistas,
Concesionaria
Española, S.A. Toll motorway operator ---
Chairman and
Chief Executive
Officer (up to
05/10/11) and
Several
Administrator
(since 05/10/11)
Abertis Autopistas
España, S.A. Toll motorway operator --- Several
Administrator
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Board Member (up
to 05/10/11) and
Several
Administrator
(since 05/10/11)
Autopistes de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya, Aucat
Toll motorway operator --- Several
Administrator
350
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Brisa Auto-estradas
de Portugal, S.A. Toll motorway operator --- Board Member
(until 15.04.11)
Infraestructures
Viàries de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya
Construction,
maintenance and
operation of toll
motorway concessions
--- Several
Administrator
Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Saba
Aparcamientos, S.A. Car park operations ---
Chief Executive
Officer (until
20/12/11)
Areamed 2000, S.A. Service area
operations --- Vice-Chairman
Parc Logístic de la
Zona Franca, S.A.
Development and
operations of logistics
facilities ---
Vice-Chairman
(until 15/06/11)
Consorci de Parcs
Logístics, S.L.
Management and
operations de logistics
platforms ---
Vice-Chairman
(from 08/04/11)
Salvador Alemany
Mas
Centro Intermodal
de Logística, S.A.
Development and
operations of logistics
facilities --- Vice-Chairman
Abertis Telecom,
S.A. Telecommunications
services ---
Chairman and
Chief Executive
Officer (up to
05/10/11) and
Several
Administrator
(since 05/10/11)
Retevisión I, S.A. Telecommunications
infrastructure operator --- Several
Administrator
Tradia Telecom,
S.A. Telecommunications
infrastructure operator --- Several
Administrator
Abertis Airports,
S.A.
Airport development,
construction,
management and
operations
--- Several
Administrator
351
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Ramona Canals Puy
(person related Mr.
Alemany)
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0027 ---
Isidro Fainé Casas Telefónica, S.A. Telecommunications 0.01 Vice-Chairman
Telecom Italia Telecommunications 0.004 ---
Florentino Pérez
Rodríguez
ACS, Actividades de
Construcción y
Servicios, S.A.
(through
Inversiones Vesan,
S.A.)
Construction and
services 12.52 (*)
Chairman and
Chief Executive
Officer
G3T, S.L.
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.1353 ---
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Board Member
(until 05.10.11)
Francisco Reynés
Massanet
Autopistas,
Concesionaria
Española, S.A. Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Francisco Reynés
Massanet
Autopistes de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya, Aucat
Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Abertis México, S.L.
Holding company of
motorway companies
and technical
assistance investee
companies
---
Several
Administrator
(since 01.09.11)
Infraestructures
Viàries de
Catalunya, S.A.
Concessionària de la
Generalitat de
Catalunya
Construction,
maintenance and
operation of toll
motorway concessions
---
Several
Administrator
(since 01.09.11)
Gestión Integral
Concesiones, S.A.
Infrastructure
administration and
management ---
Several
Administrator
(since 01.09.11)
352
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Castellana de
Autopistas, S.A.
Concesionaria del
Estado
Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Autopista Vasco
Aragonesa,
Concesionaria
Española, S.A.
(avasa)
Toll motorway operator --- Board Member
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 05/10/11)
Abertis Autopistas
España, S.A. Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Autopistas de León,
S.A. Concesionaria
del Estado Toll motorway operator ---
Several
Administrator
(since 01.09.11)
Abertis Telecom,
S.A. Telecommunications
services ---
Several
Administrator
(since 05/10/11)
Francisco Reynés
Massanet
Tradia Telecom,
S.A. Telecommunications
infrastructure operator ---
Several
Administrator
(since 01.09.11)
Retevisión I, S.A. Telecommunications
infrastructure operator ---
Several
Administrator
(since 01.09.11)
Eutelsat
Communications Telecommunications
satellite operator ---
Board Member
(until 08/11/2011)
and natural person
representative of
the Board Member
Abertis
Infraestructuras,
S.A.
(since 08/11/11)
353
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Eutelsat, S.A. Telecommunications
satellite operator ---
Board Member
(until 07.11.2011)
and natural person
representative of
the Board Member
Abertis
Infraestructuras,
S.A.
(since 07.11.11)
Hispasat, S.A. Satellite operator --- Board Member
Abertis Airports,
S.A.
Airport development,
construction,
management and
operations
---
Several
Administrator
(since 01.09.11)
Desarrollo de
Concesiones
Aeroportuarias, S.L.
Holding company and
technical assistance ---
Several
Administrator
(since 01.09.11)
Abertis Americana,
S.L.
Airport development,
construction,
management and
operations
Several
Administrator
(since 01.09.11)
TBI, Ltd. Airport holding
company --- Board Member
Société des
Autoroutes du nord
et de l’est de la
France (Sanef)
Toll motorway operator --- Board Member
Francisco Reynés
Massanet Serviabertis, S.L.
Provision of services of
toll operations
management --- General Manager
Marcelino Armenter Telefónica, S.A. Telecommunications 0.000 ---
Spouse and
children Telefónica, S.A. Telecommunications 0.000 ---
Ángel García
Altozano
ACS, Actividades de
Construcción y
Servicios, S.A.
Construction and
services 0.108 Corporate General
Manager
Abertis Telecom,
S.A. Telecommunications
services --- Board Member
(until 05.10.11)
354
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Saba
Aparcamientos, S.A. Car park operations --- Board Member
(until 20.12.11)
ACS Telefonía Móvil,
S.L. Telecommunications
services ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
ACS, Servicios y
Concesiones, S.L. Services and
concessions --- Board Member
ACS, Servicios,
Comunicaciones y
Energía, S.L.
Services,
communications and
energy --- Board Member
Admirabilia, S.L. Holding company
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Áurea Fontana, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Ángel García
Altozano
Cariátide, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Clece, S.A. Integrated services --- Board Member
Corporate Funding,
S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
355
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Dragados, S.A. Construction and
services --- Board Member
Hochtief A.G. Construction and
services --- Board Member
Iridium Concesiones
de Infraestructuras,
S.A.
Infrastructure
concessions --- Board Member
Mayor Assets, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Novovilla, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
PR Pisa, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Ángel García
Altozano
Residencial Monte
Carmelo, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Roperfeli, S.A. Energy ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Trebol International
BV Holding company --- Board Member
Urbaser, S.A. Environment --- Board Member
356
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Villa Áurea, S.L. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Villanova, S.A. Holding company ---
Representative of
the Sole
Administrator ACS,
Actividades de
Construcción y
Servicios, S.A.
Xfera Móviles, S.A. Telecommunications
services --- Chairman
Miguel Angel
Gutiérrez Méndez
Telefónica
Internacional Telecommunications --- Board Member
Telesp-Brasil Telecommunications --- Board Member
(until 07.11.11)
Ernesto Mata López Autopistas Aumar,
S.A. Concesionaria
del Estado Toll motorway operator ---
Board Member
(until 05.10.11)
Enric Mata Tarragó
(until 26.04.11)
Saba
Aparcamientos, S.A. Car park operations ---
Representative of
the Board Member
Caixa d’Estalvis
Unió de Caixes de
Manlleu, Sabadell i
Terrassa (UNNIM)
(until 23.03.11)
Caixa d’Estalvis
Unió de Caixes de
Manlleu, Sabadell i
Terrassa (UNNIM)
Public car park --- General Manager
Pablo Vallbona
Vadell
ACS, Actividades de
Construcción y
Servicios, S.A.
Construction and
services 0.0016 Vice-Chairman
Iberpistas, S.A.
Concesionaria del
Estado Toll motorway operator ---
Chairman (until
05.10.11)
Gónzalo Gortázar
Rotaeche France Telecom Telecommunications 0.0001 ---
357
Name or
registered name
of the director
Name of the
company
Activity
Shareholding
Duties / Office
Leopoldo Rodés
Castañé
Saba
Infraestructuras,
S.A.
Management of car
parks and logistics
facilities 0.0005 ---
* Inversiones Vesan, S.A. is an equity company of Mr. Florentino Pérez, through his wholly owned investee company ROSAN INVERSIONES, S.L. (Tax ID B78962099) and has a 12.52% stake in ACS, Actividades de Construction y Servicios, S.A.
Furthermore, in accordance with the provisions of Article 229 of the Spanish Corporate Entities Act, the directors and persons related to
them have any direct or indirect conflicts of interest, with the company, except for Mr Isidro Fainé Casas, Mr Marcelino Armenter
Vidal, Mr Ricardo Fornesa Ribó, Mr Gonzalo Gortázar Rotaeche, Mr Manuel Raventós Negra and Mr Leopoldo Rodés Castañé, who are nominee directors, proposed by Criteria CaixaCorp, S.A who have
abstained from intervening in resolutions or decisions concerning the
financing transactions with the aforementioned related party, and Mr Ángel García Altozano and Mr Pablo Vallbona Vadell, who are nominee
directors, proposed by ACS, in relation to the provision of services with that related party.
c) Group companies and associates
The financial assets and liabilities of the Company with abertis group
companies and associates, except for equity instruments (see Note
8.b), are as follows:
31 December 2011
Financial assets Financial assets
Credits and other financial assets
Receivable, group
companies and
associates Debts
Long-term Short-term Short-term Long-term
Short-term
358
31 December 2011
Financial assets Financial assets
Credits and other financial assets
Receivable, group
companies and
associates Debts
Long-term Short-term Short-term Long-term
Short-term
Acesa 1,020,000 111,585 - 270 -
Aucat 328,560 5,291 - - -
Aumar 186,905 6,238 3 201 -
Iberpistas 912,391 11,477 - 187 -
Castellana - 165,060 - 1 -
Aulesa - - - 6 -
Avasa - - - 13 -
HIT - - - - 69
Sanef - - 83 - -
Autopistas del Sol - - 2,290 - -
Coviandes - - 125 - -
Gicsa - - - - 143
Abertis Motorways - - 80 - -
Abertis Aut. Spain 4,947,355 6,988 - 616 2,222
Abertis USA - - - - 11
Abertis telecom 1,263,453 32,351 4 - 33,842
Retevisión - - - 483 132,636
Tradia 40,374 474 - 638 998
Abertis aeropuertos 206,147 23,979 3 309 4,073
TBI - - 8 - -
DCA 37,773 4,397 - - -
Areamed - - 2 - -
Abertis Finance BV - 33 - 541,731 3,440
Serviabertis - - - 174 9,668
Abertis México - - - 41,437 -
Invin (1) - - - 45,723
Abertis Infraestructuras Chile
641 - 237 - 10,337
Metropistas - 372 386 - -
359
31 December 2011
Financial assets Financial assets
Credits and other financial assets
Receivable, group
companies and
associates Debts
Long-term Short-term Short-term Long-term
Short-term
Euteslat - - 5 - -
Infraestructures Viàries de Catalunya
128,723 6,423 - - 6
Total 9,072,322 374,668 3,226 631,789 197,445
(1) Balances in Chilean Pesos translated into Euros at the year end exchange rate.
31 December 2010
Financial assets Financial assets
Credits and other financial assets
Receivable, group
companies and associates Debts
Long-term Short-term Short-term Long-term
Short-term
Acesa 1,174,500 149,450 - 349 -
Aucat 346,190 7,184 - - -
Aumar 264,116 16,007 538 308 -
Iberpistas 939,826 32,455 - 226 6,833
Castellana - 163,365 - 1 -
Aulesa - - - 13 -
Avasa - - - 18 -
HIT - 155 - - 63
Autopistas del Sol - - 3,044 - -
Coviandes - - 52 - -
Gicsa - - - - 145
Acesa Italia - - - - 28,294
Abertis Aut. Spain 5,191 2,062 - 767 580
Abertis SGPS - - 5 - -
Abertis USA - - - - 31
Abertis telecom 1,295,477 32,436 5 - 38,828
360
31 December 2010
Financial assets Financial assets
Credits and other financial assets
Receivable, group
companies and associates Debts
Long-term Short-term Short-term Long-term
Short-term
Retevisión - - 296 639 66,993
Tradia 36,490 402 - 792 75
Overon - - 113 - -
Abertis aeropuertos 206,146 20,413 1 387 4,545
TBI - - 7 - -
DCA 37,773 2,082 - - -
Saba 126,953 3,437 - 525 -
Saba Italia 46,000 - 432 - -
Saba Inmobiliaria - 5,262 - - 315
Satsa - 179 - - -
Santa Caterina 10,444 114 - - 5
Abertis logística 171,461 1,861 - 363 4,195
Areamed - - 2 - -
Sevisur - - - 18 -
Abertis Finance BV - 33 - 375,799 126,177
Serviabertis - 244 5 235 4,135
Abertis México 2 - - -
Invin (1) - - - 27,692 -
Parc Logístic 2 - - - -
Abertis Infraestructuras Chile
641 - 149 - 10,337
Abertis autopistas central
- - 88 - -
Abertis Americana - 1 - - -
Infraestructures Viàries de Catalunya
- - - - 3
Total 4,661,210 437,144 4,737 408,132 291,554
(1) Balances in Chilean Pesos translated into Euros at the year end exchange rate.
The long-term payable balances with Abertis Infraestructuras Finance
BV have the same maturities (between 2012 and 2039) and amounts
as the bonds issued in foreign currency of this investee company.
361
Intercompany credit facilities and loans are arranged at market
interest rates and under other market conditions, equivalent
therefore to those which may be reasonably agreed between
independent parties.
All business transactions are similarly carried out at arm's length.
“Credits and other financial assets” (short-term) and “Financial
liabilities” (short-term), include an amount of Euros 30,463 thousand
(Euros 66,810 thousand in 2010) and Euros 41,798 thousand (Euros 55,972 thousand in 2010), respectively, for intercompany balances
receivable and payables a result of the tax effect generated by the tax consolidation regime (see Note 17).
The debts with group companies and associates mature as follows:
31 December 2011
Current Non-current
2012
2013
2014
2015
2016
Subsequent years
Total
Total
Debts with Group companies and associates
197,445 28,135 74,305 12,174 170,625 346,550 631,789 829,234
31 December 2010
Current Non-current
2011
2012
2013
2014
2015
Subsequent years
Total
Total
Debts with Group companies and associates
291.554 20,312 7,866 24,027 1,791 354,136 408,132 699,686
The Company’s transactions with Abertis group companies and associates are as follows:
31 December 2011
Income Expenses
362
Services rendered and other revenues
Interest received
Shareholding
in capital
Services received
Interests
paid
Acesa 6,072 17,876 677,999 - -
Aucat 809 10,146 - - -
Aumar 3,914 3,784 65,146 - -
Iberpistas 1,136 41,696 39,236 - -
Castellana - 4,075 - - -
Avasa 1,079 - - - -
HIT - - 87,861 - 2,158
Sanef 143 - - 82 -
A. Puerto Rico - - 692 - -
Abertis Motorways UK - 79 - - -
Autopista del Sol 4,364 - - - -
Coviandes 652 - 18,003 - -
P.O. Operational - - 495 - -
Abertis USA - - - 11 -
Abertis Portugal SGPS 19 - 72,047 - -
Abertis Chile 498 - - - -
Acesa Italia - - - - 1,632
Gicsa - - - - 2
Abertis Autop. Spain 21 7,144 - 242 -
Abertis telecom 153 65,782 - - -
Retevisión 4,833 - - 13 1,207
Tradia 1,070 1,662 - - -
Overon 117 - - - -
Abertis aeropuertos 1,507 9,797 - - -
ACDL - - 15,920 - -
DCA - 1,780 - - -
Codad - - 5,706 - -
Abertis Finance BV - 942 275 - 18,006
Invin 91 2 - - 2,154
Abertis Autopistas Central
279 - - - -
Infraestructures Viàries de Catalunya
994 6,106 30,976 - 6
Coninvial - - 3,403 - -
Eutelsat 5 - - - -
363
31 December 2011
Income Expenses
Services rendered and other revenues
Interest received
Shareholding
in capital
Services received
Interests
paid
Metropistas 363 - - - -
Abertis México - - - - 26
Serviabertis 165 - - 7,547 83
Total 28,284 170,871 1,017,759 7,895 25,274
31 December 2010
Income Financial
Services rendered and other revenues
Interest received
Interest in
capital
Services received
Interest
paid
Acesa 6,521 12,153 382,036 1 -
Aucat 824 9,488 - - -
Aumar 4,005 4,771 111,920 - -
Iberpistas 1,089 29,685 60,000 - -
Castellana - 2,931 - - -
Avasa 1,201 1 - - -
HIT - - 73,049 - 1,681
Sanef 1 - - 153 -
A. Puerto Rico 70 - - - -
Autopista del Sol 1,538 - - - -
Coviandes 566 - 12,578 - -
P.O. Operational - - 525 - -
Abertis USA - - - 584 -
Abertis Portugal SGPS 55 - 33,000 - -
Abertis Chile 412 - - - -
Acesa Italia - - - - 129
Gicsa - - - - 1
Abertis Autop. Spain 19 247 - - 1
Abertis telecom 49 65,846 - - -
364
31 December 2010
Income Financial
Services rendered and other revenues
Interest received
Interest in
capital
Services received
Interest
paid
Retevisión 4,731 4 - - 270
Tradia 1,090 1,690 - - -
Overon 96 - - - -
Abertis aeropuertos 1,615 8,952 - - -
ACDL - 29 - - -
DCA - 1,647 - - 1
Codad - - 12,637 - -
Areamed 8 - - - -
Abertis Finance BV - 1,033 2,581 - 15,518
Invin 91 1 - - 646
Abertis Autopistas Central
467 - - - -
Serviabertis 148 33 - 7,567 4
Total 24,596 138,511 688,326 8,305 18,251
Additionally, in 2011 the transactions carried out with the car park and
logistics park businesses have been reclassified to Discontinued operations
(see note 18.f):
31 December 2010
Income Financial
Services rendered and other revenues
Interest received
Interest in
capital
Services received
Interest
paid
Saba 944 5,413 - - -
Saba Italia - 1,540 - - -
Saba Inmobiliaria - 93 - - -
Santa Caterina - 439 - - -
Abertis logística 146 7,091 - - -
CPL - 1 - - -
365
31 December 2010
Income Financial
Services rendered and other revenues
Interest received
Interest in
capital
Services received
Interest
paid
Total 1,090 14,577 - - -
d) Other related companies
As per the 2007 Chart of Accounts, shareholders (in addition to group companies and subsidiaries mentioned in the previous heading) of
Abertis Infraestructuras, S.A. that have a significant influence on the Company, with the right to appoint a director or an interest greater
than 5% are classified as related companies.
In addition to the dividends paid to the shareholders and the
transaction described in Note 8.a, which resulted in the payment of part of the extraordinary dividend against 2011 profits through the delivery of shares in Saba Infraestructuras, S.A. and the sale of
78.06% of that company to Criteria CaixaHolding, S.A.U. (and other third parties) on the basis of the agreement for the sale-purchase of
the shares held, the breakdown of balances and transactions with significant shareholders is as follows:
Balances
31 December 2011
Financial assets Financial liabilities
Loans Other financial assets Debts
Long-term Short-term Long-term
Short-term Long-term
Short-term
“la Caixa” - - - - 79,627 -
Total - - - - 79,627
366
31 December 2010
Financial assets Financial liabilities
Loans Other financial assets Debts
Long-term Short-term Long-term
Short-term Long-term
Short-term
“la Caixa” - - - - 172,515 -
Unicaja - - - - 90,008 3
Total - - - - 262,523 3
Acquisition of assets and services
Of the total interest and expenses paid during the year to financial institutions, Euros 12,156 thousand relate to financial expenses for operations with related financial institutions (Euros 18,713 thousand
in 2010).
Furthermore, of the total interest charged during the year to financial
entities, Euros 1,733 thousand relate to financial income from related financial institutions (Euros 373 thousand in 2010).
Additionally, during the year the Company has used transitional
treasury financing provided by the related entity La Caixa to cover cash needs deriving from investment and financing transactions (See
Notes 8 and 14).
Lastly, other services from related companies have been received
totalling Euros 126 thousand (Euros 265 thousand in 2010).
Financial swaps
The financial swaps contracted with related entities for exchange
and/or interest rate hedges total a notional amount of Euros 543,463
thousand (Euros 516,178 thousand in 2010).
367
Financing of retirement obligations
Contributions totalling Euros 1,564 thousand (Euros 1,202 thousand
in 2010) have been made to an insurance policy written by a related
company in order to meet the post-employment obligations of the Group and there are also related assets to that policy totalling Euros
360 thousand (Euros 380 thousand in 2010). See Note 15.b.
Commitments and contingencies
The limit on credit facilities granted by related entities and not drawn
down totals Euros 246,623 thousand (Euros 188,372 thousand in 2010).
Guarantees have been given to related entities with a limited of Euros
66,589 thousand (Euros 129,391 thousand in 2010), which at the year end were drawn down in the amount of Euros 63,143 thousand
(Euros 102,391 thousand in 2010).
21. ENVIRONMENT
At 31 December 2011, abertis, as parent company of the Group, does not have any major assets used to protect or improve the
environment and has not incurred any relevant expenses of this
nature during the year. Furthermore, during the year ended 31 December 2011 no environment-related grants have been received.
However, the criteria of the Group is to give maximum attention to the environmental protection and conservation activities, and each
subsidiary company adopts the necessary measures to minimise the
environmental impact of the infrastructures managed in order to
achieve the maximum possible integration into their respective surroundings.
368
22. SUBSEQUENT EVENTS
On 12 January 2012, abertis (acting through its Spanish subsidiary
Abertis Telecom S.A.U, of which it is the sole shareholder) began a
private placement process among qualified investors of 35,218,237 shares of Eutelsat Communications, S.A. (Eutelsat), representing
16% of its share capital. The placement was carried out by means of
a procedure known as "accelerated placement" and terminated on 13 January 2012. As a result, the aforementioned shareholding was sold
at a price of €27.85/share, equivalent to Euros 981 million, leading to
a net gain for consolidated purposes in 2012 of Euros 394 million. As a result of this transaction, abertis has reduced its intergroup debt
with Abertis Telecom S.A.U. by Euros 981 million.
Finally, it should be pointed out that on 21 February 2012 abertis (acting through its Spanish subsidiary Abertis Telecom S.A.U, of
which it is the sole shareholder) reached an agreement with Telefónica de Contenidos, S.A.U. to purchase 13.23% of the share
capital of Hispasat, S.A. for Euros 124 million. This transaction is subject to, inter alia, approval by the Council of Ministers, and
consolidates abertis as the leading shareholder of Hispasat with a direct stake of 46.6%
23. OTHER INFORMATION
a) Audit fees
Fees received by PricewaterhouseCoopers Auditores, S.L. for auditing and other services total Euros 151 thousand (Euros 160 thousand in
2010) and Euros 146 thousand (Euros 301 thousand in 2010),
respectively. In addition, the fees accrued during the year to other companies using the
PwC trademark for tax advisory and other services rendered to the
Company totalled Euros 1 thousand (Euros 3 thousand in 2010) and Euros 860 thousand (Euros 127 thousand in 2010), respectively.
369
b) Information on deferral of payment to suppliers.
Additional Provision Three. Disclosure requirement Law
15/2010
In accordance with that Law, set out below is information concerning
the payments made and pending at the year end date:
2011 2010
Amount % Amount %
Within the maximum legal limit
45,051 99.4% 33,602 89.2%
Other 271 0.6% 4,068 10.8%
Total payments during the year
45,322 100 37,670
100
Average payment period (days) exceeded
4 - 10 -
Deferrals that the year end date exceed the maximum legal period
- - 377 -
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
370
Direct interests in group companies and associates
Company Registered
office
Activity
Auditors
Shareholding
Dividends received Net value %
Share capital
Reserves (*) (after
deducting interim
dividend)
Net income for the year
Abertis Infraestructuras
Finance, B.V.
Prins bernhardptin, 200 1097JB Amsterdam
(Netherlands)
Financial services
PwC
2,000 100.00% 18 2,361 293
275
Serviabertis, S.L. Av. Parc
Logístic, 12-20. Barcelona
Management, administration and technology services
PwC 12,003 100.00% 10,000 7,462 2,000
-
Toll motorway operations
Abertis Motorways UK,
Ltd. (1)
Hill House, 1 Little New
Street, London EC4A 3TR UK
Holding company PwC 23,363 100.00% 11,972 1,912 690
-
Abertis Infraestructuras
Chile Limitada (abertis Chile)
(1)
El Golf 150,
piso 6, Las condes.
Santiago Chile
Toll motorway operator
PwC 104,112 100% (2) 94,057 (11,432) 610
-
Abertis USA Corp.(1)
1737 H Street NW, Suite 200
Washington DC, 20006
Development and management of transport and communication infrastructures
- 447 100.00% 386 161 80
-
Abertis Autopistas
España, S.A.
Av. Parc Logístic, 12-20.
Barcelona
Study, development and construction of civil infrastructure
PwC 551,533 100.00% 551,000 1,205 (3,410)
-
Abertis Portugal SGPS, S.A.
Rua General Norton de
Matos 21-A Arquiparque Algés Oeiras
Holding company
PwC 578,161 100.00% 1,841 218,179 3,031
72,047
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
371
Company Registered
office
Activity
Auditors
Shareholding
Dividends received Net value %
Share capital
Reserves (*) (after
deducting interim
dividend)
Net income for the year
(Portugal)
Abertis México, S.L.
Av. Parc Logístic, 12-20.
Barcelona
Construction, maintenance and operation of toll motorways under concession
- 3 100.00% 3 (1) -
-
Gestión Integral de Concesiones
S.A.(GICSA)
Av. Parc Logístic, 12-20
Barcelona
Administration and management of infrastructures
PwC 60 100.00% 60 87 (4)
-
Autopistas de Puerto Rico y
Compañía, S.E. APR
Montellanos Sector Embalse San José San Juan de Puerto
Rico 00923 (Puerto Rico)
Infrastructure concessionaire
PwC 22,424 100.00% 1,162 (73,543) 1,765
692
Inversora de Infraestructuras S.L. (Invin, S.L.)
Av. Parc Logístic, 12-20
Barcelona
Holding company PwC 541,351 57.70% 112,626 40,436 1,712
-
Concesionaria Vial de los Andes, S.A.
(COVIANDES) (1)
Avenida calle 26 59-41. Piso 9 (edificio CCI).
Santafé de Bogotá
(Colombia)
Infrastructure concessionaire
Other auditors
18,563 40.00% 10,933 (4,922) 50,624
18,003
Autopistas del Sol, S.A. (AUSOL)
Ruta Panamericana; 2451 Boulogne
(B1609JVF) Buenos Aires (Argentina)
Toll motorway operator
PwC/ Other
auditors - 31.59% 31,496 (94,973) 6,793
-
Autopistas Corporation
Montellanos Sector Embalse San José San Juan de Puerto
Administration and management of infrastructures
- - 100.00% 748 1,325 -
-
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
372
Company Registered
office
Activity
Auditors
Shareholding
Dividends received Net value %
Share capital
Reserves (*) (after
deducting interim
dividend)
Net income for the year
Rico 00923 (Puerto Rico)
Holding d’Infrastructures
de Transport, S.A.S
30, Boulevard Gallieni 92130
Issy-les-Moulineaux
France
Holding company PwC 931,507 52.55% 1,512,268 194,867 155,388 87,861
Abertis Americana, S.L.
Av. Parc Logístic, 12-20
Barcelona
Dormant - 3 100.00% 3 (1) (1)
-
Abertis USA Holding LLC
1737 H Street NW, Suite 200
Washington DC, 20006
Dormant - - 100.00% - - -
-
Constructora de Infraestructura
Vial, S.A.S.
Avenida calle 26 59-41. Piso 9 (edificio CCI).
Santafé de
Bogotá (Colombia)
Administration and management of
infrastructures
Other auditors
8 40.00% 20 - 16,437
3,402
Autopistas Metropolitanas de Puerto Rico,
LLC
361 San Francisco
Street. San Juan, Puerto Rico 00901
Toll motorway operator
Other auditors
143,713 45.00% 333,283 - (2,499)
-
Telecommunications
Abertis Telecom, S.A.
Av. Parc Logístic, 12-20
Barcelona
Telecommunications services
Other auditors
326,433 100.00% 300,000 18,249 25,606
-
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
373
Company Registered
office
Activity
Auditors
Shareholding
Dividends received Net value %
Share capital
Reserves (*) (after
deducting interim
dividend)
Net income for the year
Airports
Abertis Airports. S.A.
Av. Parc Logístic, 12-20
Barcelona
Development, construction, management and operation of airports
PwC 34,704 100.00% 5,120 7,843 (5,404)
-
Airport Concesion and Development
Limited (ACDL) (1)
Brittania House,
Frank Lester Way, London Luton Airport,
Luton, Bedfordshire, LU2 9NQ. UK
Holding company PwC 593,704 90.00% 65,478 544,978 29,172
15,920
Compañía de Desarrollo Aeropuerto Eldorado,
S.A.(CODAD) (1)
Aeropuerto El Dorado, Muelle
Internacional piso 2 Costados
Sur Bogotá D.C. Colombia
Airport construction and maintenance
PwC 45,751 85.00% 14,558 32,546 12,644
5,706
3,929,843 203,906
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
374
Indirect interests
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Through Abertis Autopistas España:
Autopistas, C.E.S.A. (ACESA) Acesa
Av. Parc Logístic, 12-20 Barcelona
Toll motorway operator PwC 100.00% Abertis Autopistas
España, S.A. 319,489 (635,669) 772,679
Infraestructures Viàries de Catalunya, S.A.
(INVICAT)
Av. Parc Logístic, 12-20 Barcelona
Toll motorway operator PwC 100.00% Abertis Autopistas
España, S.A. 92,037 737 38,693
Autopistas Aumar, S.A.C.E. (AUMAR)
Paseo de la Alameda, 36, Valencia
Toll motorway operator PwC 100.00% Abertis Autopistas
España, S.A. 213,595 152,059 66,414
Iberpistas, S.A.C.E. Pío Baroja, 6 Madrid Toll motorway operator PwC 100.00% Abertis Autopistas
España, S.A. 50,000 127,401 37.897
Autopistes de Catalunya, S.A.
(AUCAT)
Av. Parc Logístic, 12-20 Barcelona
Toll motorway operator PwC 100.00% Acesa 96,160 21,062 32,253
Grupo Concesionario del Oeste, S.A. (GCO) (1)
and (3)
Ruta Nacional nº7, km25,92 Ituzaingó
(Argentina) Toll motorway operator PwC 48.60% Acesa 29 5,257 2,639
Autopista Terrassa-
Manresa, Concesionària de la Generalitat de
Catalunya, S.A. (AUTEMA)
Autopista C-16 Km 41. Barcelona
Toll motorway operator PwC 23.72% Acesa 83,411 313,013 35,282
Ciralsa, S.A.C.E.
Autopista AP-7 PK 703 Area de Peaje de
Monforte del Cid, 03670 Monforte del cid
(Alicante)
Construction, maintenance and toll motorway operations
Other auditors 25.00% Aumar 50,167 (10,319) (4,651)
Castellana de Autopistas, S.A.U.C.E.
Pío Baroja, 6. Madrid Toll motorway operator PwC 100.00% Iberpistas 64,000 106,618 6,425
Autopistas de León, S.A.C.E. (Aulesa)
Villadangos del Páramo. Ctra. Santa María del
Páramo. León Toll motorway operator PwC 100.00% Iberpistas 34,642 (10,839) (561)
Autopistas Vasco-Aragonesa, C.E.S.A.
(Avasa)
Barrio de Anuntzibai, s/n 48410 Orozco.
Vizcaya Toll motorway operator PwC 100.00% Iberpistas 237,095 (4,672) 36,941
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
375
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Autopista Trados-45, S.A. (TRADOS-45)
Ctra. M-203 P.K. 0,280. Madrid
Toll motorway operator PwC 50.00% Iberpistas 25,069 29,854 5,203
Alazor Inversiones, S.A.
Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de
Odón. Madrid
Holding company Other auditors 35.12% Iberpistas 223,600 (49,103) (1,460)
Infraestructuras y Radiales, S.A. (IRASA)
Carretera M-100 Alcalá de Henares a Daganzo Km 6,3 28806 Alcalá de
Henares
Infraestructure administration and management
Other auditors 30.00% (5) Iberpistas/ Avasa 11,610 (137,897) (14,022)
M-45 Conservación, S.A.
Ctra. M-203 P.K. 0,280. Madrid
Toll motorway conservation and maintenance
Other auditors 25.00% Trados 45 553 - -
Accesos de Madrid, C.E.S.A.
Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de
Odón. Madrid
Toll motorway operator Other auditors 35.12% Alazor
Inversiones 223,600 (48,446) (1,413)
Autopista del Henares, S.A.C.E. (HENARSA)
Carretera M-100 Alcalá de Henares a Daganzo Km 6,3 28806 Alcalá de
Henares
Toll motorway operator Other auditors 30.00% Infrastructures
and Arterial Roads
96,700 318,470 731
Erredosa
Infraestructuras, S.A. (ERREDOSA)
Carretera M-100 Alcalá de Henares a Daganzo Km 6,3 28806 Alcalá de
Henares
Infraestructure
administration and management
Other auditors 30.00%
Infrastructures
and Arterial Roads
61 (18) (3)
Areamed 2000, S.A. Parc Logístic, 579-587
Barcelona Service area operations Other auditors 50.00%
Abertis Autopistas España
70 9,588 (1,436)
Through Abertis Motorways Uk Ltd (1):
Road Management Group (RMG)
The Old Brew House, 130 High Street Old
Working Surrey, GU22 9JN UK
Toll motorway operator PwC 33.33% Abertis
Motorways Uk Limited
30,330 (11,729) 1,161
Through Abertis Chile (1):
Abertis Autopistas Chile Ltda.
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile Holding company PwC 100.00% Abertis Chile 162,589 (6,623) 933
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
376
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Gestora de Autopistas, S.A. (GESA)
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile Toll motorway operator PwC 100% (6)
Abertis Chile/ Abertis Autopistas
Chile 1,147 779 1,299
Sociedad Concesionaria del Elqui, S.A. (Elqui)
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile Toll motorway operator PwC 100% (7)
Abertis Chile/ Abertis Autopistas
Chile 65,460 151,847 23,021
Through Invin, S.L. (1):
Ladecon, S.A.
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile
Investment company PwC 57.70% Invin, S.L. 41,507 (1,379) 34
Inversiones Nocedal, S.A.
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile Investment company PwC 57.70% Invin, S.L. 65,134 4,430 (2,019)
Operadora del Pacífico,
S.A.
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile
Operations and
conservation PwC 78.85% (8)
Abertis autopistas
Chile / Invin, S.L. 149 940 2,426
Sociedad Concesionaria Autopista Central
San José nº 1145, San Bernardo, Santiago
Toll motorway operator Other auditors 28.85% (9) Inversiones
Nocedal/ Invin, S.L.
116,787 (29,169) 16,029
Sociedad Concesionaria Rutas del Pacífico, S.A.
Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile Toll motorway operator PwC 78.85% (10)
Abertis autopistas Chile /Ladecon SA
75,874 1,232 15,143
Rutas II, S.A. Ruta 68, Km 17,900. Pudahuel, Santiago.
Chile
Development, execution and administration of all types of real estate projects.
PwC 78.85% (10) Abertis autopistas Chile / Ladecon,
S.A. 319 (14) (1)
Through Holding d’Inrastructures de Transport, S.A.S. (1)
SANEF (Sociétes des 30, Boulevard Galliéni Toll motorway operator PwC 52.55% Holding 53,090 884,924 197,800
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
377
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Autoroutes du Nord-Est de la France)
92130 Issy-les-Moulineaux France
d'Infrastructures de Transport,
S.A.S
HIT Finance BV Rokin 55, 1012 KK
Amsterdam. Netherlands
Holding company PwC
52.55%
Holding d'Infrastructures
de Transport, S.A.S
2,000 10 666
SAPN (Société des autoroutes Paris-
Normandie)
30, Boulevard Galliéni 92130 Issy-les-
Moulineaux France Toll motorway operator PwC
52.53% Sanef 14,000 345,245 29,736
Sanef d.o.o Savska 106 10000 Zagreb. Croatia.
Engineering services
-
52.55% Sanef 3 139 (14)
Eurotoll 30, Boulevard Galliéni
92130 Issy-les-Moulineaux France
Toll transaction processing
Other auditors 52.55% Sanef 3,000 1,416 2,126
Bet Eire Flow
Building Cloushaugh Business & Technology
Park Dublin 17 Ireland
Design and maintenance of tolling infrastructures
PwC
52.55% Sanef - (5,558) 2,467
Slovtoll, s.r.o. Strakova, 1 811 01 Bratislava, Slovakia
Engineering services PwC 52.55% Sanef 33 421 (104)
Santoll, s.r.o. Strakova, 1 811 01 Bratislava, Slovakia
Toll transaction processing
PwC 52.55% Sanef 7 268 196
Sanef Tolling
Priory Park, Bunkers Hill Abeford, Leeds LS25
3DF England
Toll transaction processing
PwC
52.55% Sanef - 370 (205)
Sanef Concession 30, Boulevard Galliéni
92130 Issy-les-Moulineaux France
Dormant PwC 52.48% Sanef 37 - -
Sanef Aquitaine 30, Boulevard Galliéni
92130 Issy-les-Moulineaux France
Toll motorway operations and management
PwC 52.55% Sanef 500 207 747
SEA14 Route de Sartrouville 78
Montesson France
Toll motorway operations and management
PwC 52.53% Sapn 37 544 109
A’lienor 40, rue de Liège 64000
Pau- France
Land transport infrastructure management
Other auditors 18.39% Sanef 214,000 90,091 (34,623)
Alis Lieu-dit Le Haut Groth Toll motorway Other auditors 10.34% Sanef / Sapn 2,850 221 (21,550)
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
378
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
27310 Bourg-Achard, France
concessionaire (11)
Routalis SAS 11, avenue du Centre 78280 Guyancourt.
France
Land transport infrastructure management
Other auditors 15.76% Sapn 40 4 1,383
Through abertis Portugal SGPS:
Brisa Auto- Estradas de Portugal, S.A. (4) y
(12)
Quinta de Torre de Aguilha Edificio Brisa
2785-589 Sao Domingos de Rana,
Portugal
Toll motorway concessionaire
Other auditors 14.61% Abertis Portugal
SGPS 600,000 (4) 970,493 (4) 107,721 (4)
Through abertis Telecom:
Retevisión I, S.A. Av. Parc Logistic 12-20
08040 Barcelona Telecommunications infrastructure operator
Other auditors 100.00% Abertis Telecom 81,270 341,457 55,361
Tradia Telecom, S.A. Av. Parc Logistic 12-20
08040 Barcelona Telecommunications infrastructure operator
Other auditors 100.00% Abertis Telecom 131,488 (24,301) 5,983
Servicios Audiovisuales Overon, S.L. (overon)
Av. Parc Logístic, 12-20 Barcelona
Telecommunications and audiovisual services
Other auditors 51.00% Abertis Telecom 5,773 1,233 10,201
Overon US 7291, Nw 74th Street 33166 Miami (Florida)
Telecommunications and audiovisual services
Other auditors 51.00% Overon, S.L. 66 - 85
Eutelsat (13) C/ Balard nº 70, Paris Satellite telecommunications operator
Other auditors 31.35% Abertis Telecom 220,114 1,135,270 320,813
Adesal Telecom Ausias March 20,
Valencia
Construction and operations of telecommunications infrastructures
Other auditors 51.10% Tradia Telecom 3,228 4,094 1,143
Consorcio de Telecomunicaciones
Avanzadas, S.A. (Cota)
C/ Uruguay, parcela 13R, nave 6, Parque Empresarial Magalia,
Services for telecommunications concessions operators
Other auditors 25.00% Tradia Telecom 1,000 1,540 63
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
379
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Polígono Industrial Oeste
Torre de Collserola, S.A. Ctra. Vallvidrera a
Tibidabo, s/n. Barcelona
Construction and operations of telecommunications infrastructures
Other auditors 41.75% Retevisión 5,520 741 15
Gestora del Espectro, S.A.
Av. Parc Logistic 12-20 08040 Barcelona
Development, implementation, management and marketing of telecommunications services
- 100.00% Retevisión 3 - -
Hispasat, S.A. Globelas, 42. Madrid Satellite communication systems operations
Other auditors 42.06 (14) Abertis Telecom/
Eutelsat 121,946 400,208 53,339
Hispasat Brasil Ltda Praia do Flamengo, 200. Rio de Janeiro (Brazil)
Satellite telecommunications
Other auditors 42.06% Hispasat, S.A. 40,101 (1,480) 4,064
Hispasat Canarias, S.L.U.
Tomas Miller 47-49, Las Palmas de Gran Canaria
Sale and lease of satellites and space capacity
Other auditors 42.06% Hispasat, S.A. 102,003 39,423 12,097
Hispamar Satelites, S.A. Praia do Flamengo, 200. Rio de Janeiro (Brazil)
Commercialisation of satellite capacity
Other auditors 34.05% (15) Hispasat, S.A./ Hispasat Brasil
Ltda 57,961 (6,147) 6,961
Hispamar Exterior, S.L.U.
Gobelas, 41
Madrid
Commercialisation of satellite capacity
Other auditors 34.05% Hispamar Satélites
21,800 2,031 1,358
Hispasat México
Agustín Manuel Chávez 1 - 001; Centro de Ciudad Santa Fe;
01210, Mexico, D.F.
Use of radio-electric spectrum, telecommunications networks and satellite communications.
- 20.61% Hispasat, S.A. 58 (408) 175
Consultek, Inc. 1550 Cowper st. Palo
Altos Technical consulting services
- 42.06% Hispasat, S.A. 16 - 3
Hisdesat Servicios Estratégicos
Paseo de la Castellana,
143 – Madrid
Commercialisation of government space systems
PwC 18.09% Hispasat, S.A. 108,174 48,927 22,547
Grupo Navegación por satélites, sistemas y
servicios
Isaac Newton, 1 - Madrid
Satellite systems operations
- 6.01% Hispasat, S.A. 1,026 (91) -
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
380
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
Through ACDL (1):
TBI Ltd
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Holding company Other auditors 90.00% ACDL 70,924 372,512 (863)
TBI Finance Ltd
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Dormant Other auditors 90.00% TBI Ltd - - -
Airport Group International Holdings
LLC
c/o Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, United States of America
Dormant Other auditors 90.00% TBI Ltd - - -
TBI International Airports Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Dormant Other auditors 90.00% TBI Ltd - - -
TBI Aviation Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Dormant Other auditors 90.00% TBI Ltd - - -
Stockholm Skavsta Flygplats AB
Box 44, 611 22 Nyköping. Sweden
Airport management and operations
Other auditors 81.09% TBI International Airports Limited
3,448 14,042 472
TBI Airport Holdings Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Holding company Other auditors 90.00% TBI Ltd 60 227,056 (1,361)
LLAG Investors (UK) Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Dormant Other auditors 90.00% TBI Airport
Holdings Limited - - -
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
381
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
London Luton Airport Group Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Holding company Other auditors 90.00% (16) TBI Airport
Holdings Limited 6,314 44 18,727
Cardiff International Airport Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Airport management and operations
Other auditors 90.00% TBI Airport
Holdings Limited 29,646 28,000 (1,327)
Belfast International Airport Holdings Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Holding company Other auditors 90.00% TBI Airport
Holdings Limited 180 (29,146) -
London Luton Airport Operations Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Airport management and operations
Other auditors 90.00% London Luton Airport Group
Limited 6,314 62,265 23,521
Belfast International Airport Limited
Belfast International Airport, Aldergrove,
Belfast, BT29 4 AB. UK
Airport management and operations
Other auditors 90.00%
Belfast
International Airport Holdings
Limited
- 115,064 868
TBI Global (Business Travel) Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Dormant Other auditors 90.00% TBI Global
Limited - - -
TBI Financial Investments Limited
c/o PricewaterhouseCoopers
LLP, 24 Great King Street, Edinburgh EH3
6QN
Special purpose entity Other auditors 90.00% TBI Ltd - - -
TBI (US) Holdings Limited
TBI House 72-104, Frank Lester Way,
London Luton Airport, Luton, Bedfordshire,
LU2 9NQ. UK
Holding company Other auditors 90.00% TBI International Airports Limited
- 60,930 (1,671)
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
382
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
TBI US Operations Inc
c/o Corporation Service Company, 2711
Centreville Road, Suite 400, Wilmington,
Delaware, 19808. USA
Holding company Other auditors 90.00% TBI (US) Holdings
Limited 6,282 150,542 7,629
TBI Airport Management Inc
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA
Airport management and operations
Other auditors 90.00% TBI US
Operations Inc - 14,158 1,121
Orlando Sanford International Inc
2 Red Cleveland Boulevard, Suite 210,
Sanford, Florida, FL32773, USA
Airport management and operations
Other auditors 90.00% TBI US
Operations Inc 1 (11,412) (946)
Orlando Sanford Domestic Inc
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA
Airport management and operations
Other auditors 90.00% TBI US
Operations Inc 1 (685) 774
TBI Real Estate Holdings LLC
2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA
Real estate Other auditors 90.00% TBI US
Operations Inc 2,426 (174) (34)
SFB Fueling Holding
(US)
2711 Centreville Road, Suite 400, Wilmington,
Delaware 19808, USA
Holding company Other auditors 90.00% TBI US
Operations Inc - - -
TBI Overseas Holdings LLC
c/o Corporation Service Company, 2711
Centreville Road, Suite 400, Wilmington,
Delaware, 19808, USA
Holding company Other auditors 90.00% TBI US
Operations Inc 66,815 (9,829) (1,286)
TBI (US) LLC 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA
Holding company Other auditors 90.00% TBI Overseas Holdings Inc
20,951 (5,708) (155)
TBI Overseas (Bolivia) LLC
c/o Corporation Service Company, 2711
Centreville Road, Suite 400, Wilmington,
Delaware, 19808, USA
Holding company Other auditors 90.00% TBI (US) LLC 4,427 (749) 2,909
Servicios de Aeropuertos Bolivianos,
S.A.
Santa Cruz de la Sierra, Santa Cruz. Bolivia
Airport management and operations
Other auditors 90.00% TBI Overseas (Bolivia) LLC
2,932 9,053 4,023
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
383
Company Domicile
Activity
Auditors % interest.
Indirect
Company holding the
indirect interest Share capital
Reserves (*) ( less interim dividend)
Profit/(loss) for year
SFB Fueling (US) 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA
Fuel purchase and sale Other auditors 45.00% SFB Fueling Holding (US)
- - -
TBI Overseas (UK) LLC
c/o Corporation Service Company, 2711
Centreville Road, Suite 400, Wilmington,
Delaware, 19808, USA
Technical consulting services
Other auditors 90.00% TBI Overseas Holdings Inc
1,821 15,394 3,192
Desarrollo de Concesiones
Aeroportuarias, S.L.
Av. Parc Logistic 12-20 08040 Barcelona
Airport management and operations
Other auditors 100.00% Abertis Airports 45,000 46,636 5,448
Through abertis Airports:
MBJ Airports , Ltd (1)
Sangster Internacional Airport
00000 Montego Bay- Jamaica
Airport management and operations
Other auditors 74.50% DCA 8 29,672 6,056
Aerocali, S.A. (1)
Aeropuerto Internacional Alfonso Bonilla Aragón Piso 3
Palmira - Valle COLOMBIA
Airport management and operations
Other auditors 33.33% DCA 1,516 1,861 2,441
Aeropuertos Mexicanos del Pacífico SA de CV
(1)
Avda. Mariano Otero 1249 Ala B Piso 7 Torre
Pacífico, 45140 Guadalajara Jalisco
MEXICO
Technical assistance and technology transfer to GAP
Other auditors 33,33% DCA 203.539 20.508 11.222
Impulso Aeroportuario, S.A. de CV (1)
Avda. Mariano Otero 1249 Ala B Piso 7 Torre
Pacífico, 45140 Guadalajara Jalisco
MEXICO
Airport management and operations
Otros auditores 33,30% AMP - 4.247 (4.087)
Grupo Aeroportuario Pacífico, S.A.B. de C.V.
(1)
Avda. Mariano Otero 1249 Ala B Piso 7 Torre
Pacífico, 45140 Guadalajara Jalisco
MEXICO
Airport management and operations
Otros auditores 5,80% AMP 1.348.635 28.465 70.020
Abertis Infraestructuras, S.A.
Appendix to the notes to the annual accounts for 2011 (in thousand euro)
384
(*) Includes adjustments for value changes and excludes minority interest.
(1) Disclosures under IFRS.
(2) Shareholding of abertis: 100% Direct 99.98%; indirect through GICSA 0.02%.
(3) The shares of GCO are listed on the Buenos Aires Stock Exchange. The average quotation for the last quarter of 2011 was Argentine Pesos 1.55. At the year end,
the quotation was Argentina Pesos 1.65. 57.6% of the voting rights are held.
(4) Consolidated information at 30 September 2011 (IFRS criteria).
(5) Indirect shareholding of abertis: 30% Indirect through Iberpistas, S.A.C.E: 15% and Avasa: 15%
(6) Indirect shareholding of abertis: 100% Indirect through abertis Chile: 51% and abertis Autopistas Chile: 49%
(7) Indirect shareholding of abertis: 100% Indirect through abertis Chile: 25% and abertis Autopistas Chile: 75%
(8) Indirect shareholding of abertis: 78.85% Indirect through Autopistas Chile: 50.00% and Invin, S.L.: 28.85%
(9) Shareholding of abertis: 28.85% Indirect through Invin, S.L.: 14.43% and Inversiones Nocedal, S.A.: 14.43%
(10) Indirect shareholding of abertis: 78.85% Indirect through Autopistas Chile: 50.00% and Ladecon: 28.85%
(11) Indirect shareholding of abertis: 10.34% Indirect through Sanef: 6.13% and Sapn: 4.21%
(12) The shares of Brisa are listed on the Lisbon Stock Exchange. The average quotation for the last quarter of 2011 was Euros 2,455. At the year end, the quotation
was Euros 2.55.
(13) The shares of Eutelsat, S.A. are listed on the Paris Stock Exchange. The average quotation for the last quarter of 2011 was Euros 29.254. At the year end, the
quotation was Euros 30.15.
(14) Shareholding of abertis: 42.06% Indirect through Abertis Telecom: 33.38% and indirect through Eutelsat: 8.68%
(15) Interest of abertis: 34.05% Indirect through Hispasat Brasil Ltda.: 32.40% and Hispasat, S.A.: 1.65%
(16) Interest of abertis: 90.00% Indirect through TBI Airport Holdings: 64.26% and LLAG Investors UK Ltd: 25.74%
385
ABERTIS INFRAESTRUCTURAS, S.A.
DIRECTORS REPORT FOR 2011
1. INFORMATION REQUIRED UNDER THE PROVISIONS OF ARTICLE 262
OF THE SPANISH COMPANIES ACT 2010
Abertis Infraestructuras, S.A. (abertis), is the parent company of a business group that is engaged in providing infrastructure
management services for mobility and communications. It operates in
the toll road, telecommunications infrastructure and airport sectors.
As mentioned below, in 2011 the abertis Group decided to discontinue car park and logistics operations, the sale of which was
completed on 26 October 2011.
Significant events
In order to drive the growth of the five sectors of activity operated by
the Group and following the ratification by the General Shareholders' Meeting of June 2011 of the resolution adopted by the Board of Directors, abertis initiated the restructuring of its businesses,
grouping them together in two companies: Abertis Infraestructuras, S.A., for the toll road, telecommunications and airport segments, and
Saba Infraestructuras, S.A., for the car park and logistics park businesses.
In this respect, the car park and logistics park businesses were
contributed to Saba Infraestructuas, SA through a non-cash
contribution of the shares owned by Abertis Infraestructuras, S.A. in
Saba Aparcamientos, S.A. and Abertis Logística, S.A. through a
capital increase of Euros 399 million, equivalent to Euros 0.54 per
share, offering the shareholders of abertis the possibility of acquiring an interest in the capital of Saba Infraestructuras, S.A.
through the distribution of a dividend against profits for 2011 of
Euros 0.67 per share. The shareholders in question could receive
these dividends i) in cash or ii) in shares in Saba Infraestructuras,
S.A. (at the rate of one share in this company for one share in abertis) with respect to the aforementioned valuation of Euros 0.54
per share plus an additional amount in cash of Euros 0.13 per share.
386
Following the pay-out of this dividend, abertis held 78.06% of Saba
Infraestructuras, S.A.
Finally, on 26 October 2011 and in accordance with the contract for
the sale-purchase of the shares that abertis held with Criteria
CaixaHolding, S.A.U. (and other third parties), the entire interest that abertis had in Saba Infraestructuras, S.A. (78.06%) was sold for
Euros 312 million (equivalent to a price of Euros 0.54 per share,
identical to the valuation offered to the shareholders of abertis, in the dividend pay-out process detailed above).
Moreover, in 2011 the Group continued its activities within the
framework provided by the major strategic lines of action that have
defined its initiatives in the last few years (growth, profitability,
sustainability and services) opting for selective growth in the current economic environment. The following events were particularly
noteworthy during the year:
In the toll-road sector, in June 2011, the consortium in which
abertis has a 45% interest was selected by the Government of Puerto Rico as the “preferred bidder” to manage the 87 km of
the PR-22 and PR-5 toll motorway for a period of 40 years. That
agreement was arranged late September 2011 through the incorporation of Autopistas Metropolitanas de Puerto Rico LLC
(metropistas), responsible for the management of the
aforementioned concessions.
Similarly, the sector has continued the on-going increase of its
capacity that during the year has meant in acesa, and within
the project for the extension of the AP-7 in Girona, the bidding for and start of the construction work on the Fornells and Sant
Gregori links and the continuation of the extension work on the
Vilademuls-Figueres Sur y Figueres Sur-La Jonquera stretches of road ( with a length of 17.3 km and 22.3 km respectively),
which are set to be completed in 2012.
Finally, it should be noted that in January 2011 the sale of the
6.68% interest in the capital of Atlantia S.p.A. was completed
387
for Euros 626 million, after which abertis no longer has any
interest in the share capital of Atlantia.
In the telecommunications infrastructure sector, abertis
telecom has continued to research and implement the best
techniques for providing digital terrestrial television services in
Spain and distributing audiovisual content on the Internet and mobile networks (mobile television etc) and rendering radio-
communication services for public safety and emergency
networks, while it has continued, through its interest in Hispasat, working on increasing its satellite capacity.
As mentioned in Note 22 to the accounts, in January 2012
abertis telecom completed the sale of 35,218,237 shares in
Eutelsat (representing 16% of its share capital) for Euros 981
million.
In the airport sector abertis airports has maintained its policy of ongoing improvement of the facilities in areas such as the optimization of security measures and the expansion and
improvement of commercial services for passengers.
Activity and results
The financial statements of abertis reflect the consequences of its
investment activity and activity as parent company of the group, both from the point of view of the balance sheet (investments and
financing) and the income statement (contributions through dividends
from the different companies and borrowing costs and structure).
The balance sheet is made up basically of the controlling
shareholdings in companies and the financing required for their
acquisition through capital and reserves and debt.
Because of its investment activities, abertis is exposed to financial
risks: the exchange rate risk, credit risk, liquidity risk and cash flow interest rate risk. The overall risk management program of the Group
takes into account the uncertainty of the financial markets and tries
to minimise the potentially adverse effects on global profitability of
388
the Group as a whole basically through the setting of financing and
hedging policies depending in line with each business type.
The income statement basically reflects the transfer of the results
generated by Group companies through the dividend policy, financial
income and expenses and the costs deriving from the corporation's
structure.
Additionally, and as indicated in Note 8.a to the accompanying
accounts, on 21 December 2011, abertis sold its Spanish concession businesses to its wholly-owned subsidiary abertis Autopistas España, S.A.. That transaction generated a gross profit of Euros 3,720 million.
Therefore, profit for the year totals Euros 3,048 million, which
represents an increase of 416% over last year. This guarantees the
shareholder remuneration policy of abertis.
Shareholder return
As in prior years, abertis has maintained its policy of shareholder return that combines the pay- out of a dividend per share with a
bonus share issue of one share for every 20 shares held.
The General Shareholders' Meeting of 21 June 2011 agreed to the bonus share issue (carried out in the third quarter of 2011) and the
payment, inter alia, of a complementary dividend, relating to 2010
profits, of a gross amount of Euros 0.30 per share, which was paid out late June 2011.
Additionally, the aforementioned General Shareholders' Meeting
agreed to pay, against the share premium account, Euros 0.40 per
share in respect of the reimbursement of shareholder contributions
and within the framework of the restructuring of the car park and
logistics park businesses mentioned above, an extraordinary dividend
on account of 2011 profits of Euros 0.67 per share. The shareholders of abertis can opt to receive the latter i) in cash or ii) in shares in
Saba Infraestructuras, S.A. at the rate of one share in this company
for one share in abertis with respect to a valuation of Euros 0.54 per share plus an additional amount of Euros 0.13 per share. These
dividends were paid out late July 2011.
389
The Board of Directors of abertis adopted a resolution to propose to
the General Shareholders' Meeting the distribution of a
complementary dividend of Euros 0.36 gross per share against 2011 profit.
As a result of all the above, the total maximum dividend against
profits for 2011 will total Euros 1,007.3 million, taking into account
the interim dividend already distributed, and represents an increase of 127% on the total dividend distributed against profits last year
(15.5%, not taking into account the impact of the extraordinary
interim dividend of Euros 445.1 million already distributed) . Outlook
Although the uncertainty of the current economic environment (in
particular, the general level of indebtedness, sources and costs of
financing and a lack of investment opportunities), and since last year there has been a certain slowdown in the Group's growth and
diversification process (accompanied by the business restructuring during the year discussed above), we cannot rule out the analysis of investment and growth opportunities provided that they meet the
strict requirements of security and profitability of abertis for its investments.
The balance of all investments, both in terms of maturity and profitability and geographical and sector diversification, and
maintaining or improving the position of the different business units,
should contribute to the sustained positive delivery from all the units in order to continue our shareholder return policy.
Moreover, there is some uncertainty concerning the development of
interest rates (during most of the year, the trend was upward, which seems to have changed in the last quarter). However, the
perspectives for a positive development are limited, meaning that the
Group's hedging policy which has already been described is even more important.
Treasury shares
Under the authorisation approved by the Shareholders’ Meeting, at
390
the year end the Company holds 29,885,288 treasury shares (3.85%
of share capital). The use of these treasury shares has not been
decided and will depend on the resolutions that may be adopted by the Group's governing bodies.
Other matters
It is Group policy to pay maximum attention to environmental protection and conservation, and each investee company adopts the
measures necessary to minimise the environmental impact of the
infrastructures that they manage in order that they blend in as much as possible with their surroundings.
Events after the balance sheet date
There have been no post-balance sheet events in addition to those
mentioned in the notes to the consolidated annual accounts.
2. ANNUAL CORPORATE GOVERNANCE REPORT
391
PUBLIC LIMITED COMPANIES LISTED ON A STOCK EXCHANGE
392
ISSUER’S IDENTIFYING DETAILS
DATE END OF YEAR: 31/12/2011
C.I.F. (Tax Id. Code): A-08209769
Company’s registered name: ABERTIS INFRAESTRUCTURAS, S.A.
MODEL OF ANNUAL CORPORATE GOVERNANCE REPORT
FOR PUBLIC LIMITED COMPANIES LISTED ON A STOCK MARKET
In order to better understand this template and its completion, please read the instructions
on how to fill it in provided at the end of this present report.
393
A - OWNERSHIP STRUCTURE A.1 Fill in the following table on the company’s share capital:
Date of last modification
Share Capital (Euros) Number of shares Number of
voting rights
09/09/2011 2,327,969,016.00 775,989,672 775,989,672
Indicate whether there are different classes of shares and different rights associated to them:
NO
A.2 Indicate the direct and indirect holders of significant interests in your company as of the
end of year, excluding the directors:
Name or registered name of the
shareholder
Number of direct
voting rights
Number of indirect
voting rights (*)
% of total voting
rights
CAJA DE AHORROS Y PENSIONES
DE BARCELONA (LA CAIXA) 0 212,666,151 27.406
JOINT SHARE OF TRÈBOL
HOLDINGS S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
0 200,454,646 25.832
Name or registered name of
indirect shareholder
Through: name or
registered name of
direct shareholder
Number of direct
voting rights
% of total
voting rights
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA) CAIXABANK, S.A. 1,278 0.000
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
CRITERIA
CAIXAHOLDING, S.A. 152,501,092 19.652
394
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
INVERSIONES
AUTOPISTAS, S.L. 60,161,582 7.753
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
VIDACAIXA, S.A. DE
SEGUROS Y
REASEGUROS
2,201 0.000
JOINT SHARE OF TRÉBOL HOLDINGS
S.A.R.L./ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A.
ADMIRABILIA, S.L. 79,772,767 10.280
JOINT SHARE OF TRÉBOL HOLDINGS
S.A.R.L./ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL INTERNATIONAL
BV 120,681,879 15.552
Indicate the most significant movements in the shareholding structure during the year:
Name or registered name of
shareholder Date of operation Description of the operation
CAIXABANK, S.A. 30/06/2011 Fallen below 3% of share capital
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
30/06/2011
Exceeded 25% of share capital
CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
01/08/2011
Exceeded 25% of share capital
A.3 Fill in the following charts with information on the members of the Board of Directors
with voting rights:
Name or registered name of Director
Number of
direct voting
rights
Number of
indirect voting
rights (*)
% of voting
rights total
SALVADOR ALEMANY MAS 253,108 0 0.033
ISIDRO FAINÉ CASAS 62,967 0 0.008
FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000
G3T, S.L. 2,236,959 0 0.288
395
THÉATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. 1 0 0.000
FRANCISCO REYNÉS MASSANET 45 0 0.000
ANTONIO TUÑÓN ÁLVAREZ 1,050 10,500 0.001
EMILIO GARCÍA GALLEGO 0 0 0.000
ERNESTO MATA LÓPEZ 0 0 0.000
GONZALO GARTÁZAR ROTAECHE 18,748 0 0.002
LEOPOLDO RODÉS CASTAÑÉ 4,239 0 0.001
MANUEL RAVENTÓS NEGRA 128 0 0.000
MARCELINO ARMENTER VIDAL 6,749 2,264 0.001
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 700 0 0.000
PABLO VALLBONA VADELL 9,249 0 0.001
RAMÓN PASCUAL FONTANA 346,458 0 0.045
RICARDO FORNESA RIBÓ 1,967 0 0.000
THÉATRE DIRECTORSHIP SERVICES ALPHA
BETA, S.À.R.L. 1 0 0.000
THÉATRE DIRECTORSHIP SERVICES GAMA,
S.À.R.L. 1 0 0.000
ÁNGEL GARCÍA ALTOZANO 0 0 0.000
% of total voting rights held by the Board of Directors 0.381
Fill in the following tables on the members of the Board of Directors who hold options on company shares:
Director’s name or registered
name
Number of
direct
options
Number of
indirect
options
Number of
equivalent
shares
% of voting
rights total
SALVADOR ALEMANY MAS 479,674 0 479,674 0.062
396
FRANCISCO REYNÉS MASSANET 197,071 0 197,071 0.025
A.4 Indicate, as the case may be, any relationship of a family, business, contractual or
corporate nature existing between the holders of important interests, except when
immaterial or deriving from the regular business activity:
A.5 Indicate, as the case may be, any relationship of a business, contractual or corporate
nature existing between the holders of important interests and the company, and/or its
group, except when immaterial or deriving from the regular business activity:
A.6 Indicate whether agreements between shareholders relevant to the company have been
reported to the company pursuant to section 112 of the Securities and Exchange Act. As the
case may be, briefly describe them and list shareholders bound by these agreements:
YES
% Capital affected:
25.832
Brief description of the agreement:
Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.
arranged through a shareholders’ agreement entered into on 10 August 2010, which main
purposes was to take a significant but minority shareholding through the companies Trébol
International BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer of
shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.
and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010).
Parties of the side agreement
ACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL HOLDINGS, S.À.R.L.
Indicate whether the company is aware of the existence of any joint shares amongst its
shareholders. If so, provide a brief description:
YES
397
% Capital affected:
25.832
Brief description of the agreement:
Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.
arranged through a shareholders’ agreement entered into on 10 August 2010, which main
purposes was to take a significant but minority shareholding through the companies Trébol
International BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer of
shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.
and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010).
Parties of the side agreement
TRÉBOL INTERNATIONAL BV
ACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
TRÉBOL HOLDINGS, S.À.R.L.
ADMIRABILIA, S.L.
Should any changes to or termination of the above pacts, agreements or concerted shares in
the financial year under review please describe them:
NOT APPLICABLE
A.7 Indicate whether there are any natural persons or legal entities exercising or able to
exercise control over the company pursuant to section 4 of Spanish Securities and Exchange
Act. As the case may be, provide details:
NO
A.8 Complete the following tables on the Company’s treasury shares:
At the end of the financial year under review:
Number of direct shares Number of indirect shares (*) % of total share capital
29,885,288 0 3.851
(*) Through:
398
Total: 0
Describe any significant variations, as set out in Royal Decree 1362/2007, occurring during
the financial year:
Date of notice Total direct shares
acquired
Total indirect shares
acquired
% of total share
capital
21/11/2011 8,054,493 0 1.034
Gain / (Loss) in treasury shares during the year (thousand Euros) -6,260
A.9. Describe the terms and conditions of authorization in force granted by the General
Shareholders’ Meeting to the Board of Directors to execute the acquisitions or transfers of
treasury stock.
In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010,
authorization is given to the Board of Directors for the direct or indirect derivative acquisition through
other companies, of treasury shares as well as their preference subscription rights. Acquisition may
be made through any legally accepted form (such as purchase, swap or assignment of property as
payment) -without the nominal value of the treasury shares acquired exceeding, at any time under
this authorization, in conjunction with those already held by the Company and its subsidiaries, 10%
of the Company’s share capital at the date of acquisition- for a price equal to the listed price at the
close of business on the day before the acquisition takes places, as the case may be, with maximum
margins of plus 10% or minus 10% of such closing price, over a period of 5 years as from the date
on which this resolution is passed by the Shareholders’ Meeting. All the foregoing shall be carried out
in compliance with the other limits and requirements laid down in the Spanish Companies Act, now
the Corporate Enterprises Act adopted under Royal Legislative Decree 1/2010 of 2 July. The previous
authorization adopted by the General Meeting of Shareholders of 31 March 2009 regarding the
unused part is whereby cancelled.
We make express indication that the authorization granted to acquire treasury shares may be used
totally or partially for the acquisition of shares the Company must deliver or transfer to directors,
managers or employees of the Company and/or Abertis Group’s companies, as a consequence of the
implementation of remuneration systems based on the delivery of shares and/or granting of option
rights over shares.
Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms,
the authorization under this resolution and to undertake the other provisions of the same, and,
concurrently, and if deemed appropriate, delegate the exercising of said authorization and the other
provisions, in the manner deemed suitable, to the Chairman, Chief Executive Officer, any other
399
Director, the Secretary, the Vice-Chairman of the Board of Directors or any other person or persons
that the Board of Directors empowers expressly for said purpose.
To decrease share capital in order to reduce Company treasury shares that it may have on its
balance sheet with a charge against earnings or freely available reserves and in the amount which at
any time is convenient or necessary, up to the maximum number of treasury shares existing at any
time.
To empower the Board of Directors to execute the preceding resolution to reduce capital, which it can
carry out once or several times and within the maximum time limit of five years following the date of
adoption of this resolution, making the necessary arrangements and obtaining the authorization
necessary or required by the Spanish Public Limited Companies Act (now the Rewritten Text of the
Corporate Company Act) and other applicable provisions, and, particularly, re-empowering so that,
within the deadlines and limits mentioned for said undertaking, the date(s) of the specific capital
reduction(s) can be set along with their timing and use; indicating the amount of the reduction;
determining the destination of the amount of the reduction, providing, as the case may be, the
guarantees and complying with the legal requirements; adapting article 5 of the articles of
association to the new share capital aggregate; applying for the exclusion of the securities reduced
from trading and, in general, adopt any resolutions necessary for the purposes of said reduction of
treasury shares and the subsequent capital decrease; designating the persons who can intervene in
their execution.
A.10 Indicate, as the case may be, any legal and statutory restrictions on the exercising of
voting rights and any legal restriction on the acquisition or transfer of company shares.
Indicate whether legal restrictions on the exercise of voting rights exist:
NO
Maximum percentage of voting rights a shareholder may exercise by law 0
Indicate whether statutory restrictions on the exercising of voting rights exist:
NO
Maximum percentage of voting rights a shareholder may exercise by statute 0
Indicate whether there are legal restrictions to the acquisition or transfer of shares:
NO
A.11 Indicate whether the Shareholders’ Meeting has set up neutralization measures in the
event of a takeover bid pursuant to Law 6/2007.
400
NO If so, explain the measures adopted and the terms under which the restrictions would be
nullified:
B - MANAGEMENT STRUCTURE OF THE COMPANY B.1 Board of Directors
B.1.1 Indicate the maximum and minimum number of Board members established under
the Articles of Association:
Maximum number of Board Members 22
Minimum number of Board Members 6
B.1.2 Complete the following table with information on the Board Members:
Name or
registered
name of
director
Representative Office Date of first
appointment
Date of last
appointment
Election
procedure
401
SALVADOR
ALEMANY MAS -
CHAIRMAN –
CHIEF EXECUTIVE
OFFICER
21/07/1998 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
ISIDRO FAINÉ
CASAS
-
1ST VICE-
CHAIRMAN 04/09/1979 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
FLORENTINO
PÉREZ
RODRÍGUEZ
- 2ND VICE-
CHAIRMAN 13/06/2007 13/06/2007
VOTE IN
SHAREHOLDERS’
MEETING
G3T, S.L. CARMEN GODIA
BULL
3RD VICE-
CHAIRMAN 29/11/2005 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
ALPHA, S.À.R.L.
JAVIER DE JAIME
GUIJARRO
4TH VICE-
CHAIRMAN 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
FRANCISCO
REYNÉS
MASSANET
- CHIEF EXECUTIVE
OFFICER 26/05/2009 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
ANTONIO TUÑÓN
ÁLVAREZ - DIRECTOR 17/05/2011 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
EMILIO GARCÍA
GALLEGO - DIRECTOR 13/06/2007 13/06/2007
VOTE IN
SHAREHOLDERS’
MEETING
ERNESTO MATA
LOPEZ - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
GONZALO
GORTÁZAR
ROTAECHE
- DIRECTOR 17/05/2011 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
LEOPOLDO
RODÉS CASTAÑÉ - DIRECTOR 28/06/2005 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
MANUEL
RAVENTÓS
NEGRA
- DIRECTOR 23/05/2006 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
402
MARCELINO
ARMENTER
VIDAL
- DIRECTOR 18/09/2007 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
MIGUEL ANGEL
GUTIERREZ
MENDEZ
- DIRECTOR 30/11/2004 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
PABLO
VALLBONA
VADELL
- DIRECTOR 24/02/2004 27/04/2010
VOTE IN
SHAREHOLDERS’
MEETING
RAMON PASCUAL
FONTANA - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
RICARDO
FORNESA RIBÓ - DIRECTOR 24/02/2009 31/03/2009
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
BETA, S.À.R.L.
SANTIAGO
RAMÍREZ
LARRAURI
DIRECTOR 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
THEATRE
DIRECTORSHIP
SERVICES,
GAMA, S.À.R.L.
JOSÉ ANTONIO
TORRE DE SILVA
LÓPEZ DE LETONA
DIRECTOR 25/10/2010 21/06/2011
VOTE IN
SHAREHOLDERS’
MEETING
ÁNGEL GARCÍA
ALTOZANO - DIRECTOR 30/05/2003 01/04/2008
VOTE IN
SHAREHOLDERS’
MEETING
Total number of Board Members 20
Indicate any removals/resignations during this term in the Board of Directors:
Name or registered name of the Board
member
Type of directors at time of
removal Date of removal
ENRIC MATA TARRAGÓ PROPRIETARY SHAREHOLDER 26/04/2011
B.1.3 Fill in the following tables on the Board Members and their offices:
EXECUTIVE OFFICERS
403
Name or registered name of director Committee proposing
appointment Office
SALVADOR ALEMANY MAS
APPOINTMENTS AND
REMUNERATION
COMMITTEE
CHAIRMAN - CHIEF
EXECUTIVE OFFICER
FRANCISCO REYNÉS MASSANET
APPOINTMENTS AND
REMUNERATION
COMMITTEE
CHIEF EXECUTIVE
OFFICER
Total number of executive officers 2
% of total Board Members 10.000
EXTERNAL PROPRIETARY DIRECTORS
Name or registered name of the
Board Member
Committee proposing
appointment
Name or registered name of
significant shareholder
represented or having proposed
appointment
ISIDRO FAINÉ CASAS APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.
FLORENTINO PÉREZ RODRÍGUEZ APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
G3T, S.L. APPOINTMENTS AND
REMUNERATION COMMITTEE INVERSIONES AUTOPISTAS, S.L.
Name or registered name of the
Board Member
Committee proposing
appointment
Name or registered name of
significant shareholder represented or
having proposed appointment
THEATRE DIRECTORSHIP
SERVICES, ALPHA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
ANTONIO TUÑÓN ÁLVAREZ APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
404
GONZALO GORTÁZAR ROTAECHE APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
LEOPOLDO RODÉS CASTAÑÉ APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
MANUEL RAVENTÓS NEGRA APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
MARCELINO ARMENTER VIDAL APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
PABLO VALLBONA VADELL
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
RICARDO FORNÉS RIBÓ APPOINTMENTS AND
REMUNERATION COMMITTEE CRITERIA CAIXAHOLDING, S.A.U.
THEATRE DIRECTORSHIP
SERVICES BETA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
THEATRE DIRECTORSHIP
SERVICES, GAMA, S.À.R.L.
APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO APPOINTMENTS AND
REMUNERATION COMMITTEE
JOINT SHARE WITH TRÉBOL
HOLDINGS, S.A.R.L./ACS,
ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
Total number of Proprietary Board Members 14
% of total Board members 70.000
EXTERNAL INDEPENDENT DIRECTORS
Name or registered name of director
EMILIO GARCÍA GALLEGO Profile Self-employed as Road, Canal and Port Engineer.
Consultant to the company Dintrevil.la.
405
Name or registered name of director ERNESTO MATA LÓPEZ
Profile Vice-Chairman of Applus Servicios Tecnológicos, S.L. Name or registered name of director
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ Profile
Member of the Board of Directors of Telefónica Internacional, S.A. Name or registered name of director
RAMÓN PASCUAL FONTANA Profile Transport sector industrialist.
Total number of independent directors 4
% of total Board members 20.000
OTHER EXTERNAL DIRECTORS
Describe the reasons why the following directors cannot be considered as representatives of significant shareholders (proprietary) or independent directors and also describe their connection with the company, its managers or shareholders:
Indicate the variations which, as the case may be, may have taken place in the types of directors
during this period:
B.1.4 Explain, as the case may be, the reasons why proprietary directors have been appointed at the request of shareholders whose shareholding is below 5% of share capital.
Indicate whether formal requests to be part of the Board from shareholders have been
declined, despite their interests being the same or larger than the interests of those
whose request to appoint proprietary directors has been accepted. If so, explain the
reason for accepting those:
406
NO
B.1.5 Indicate whether any directors have resigned before the end of their term, whether
they have explained to the Board the reasons why and by what means, and, if having
informed the Board in writing, explain at least the reasons alleged:
YES
Name of Director
ENRIC MATA TARRAGÓ
Reason for resignation
Personal reasons.
B.1.6 Indicate, as the case may be, the powers conferred upon him or the executive
officer/s:
Name or registered name of the director
FRANCISCO REYNÉS MASSANET Brief description All powers of representation and management that can be delegated.
Name or registered name of the director SALVADOR ALEMANY MAS
Brief description All powers of representation and management that can be delegated.
B.1.7 Identify, as the case may be, the Board members holding office as directors or
managers in other companies that form part of the same group as the listed
company:
Name or registered name of
director
Registered name of the other
group company Office
SALVADOR ALEMANY MAS ABERTIS AIRPORTS, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS ABERTIS AUTOPISTAS ESPAÑA, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS ABERTIS TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS AREAMED 2000 S.A. VICE-CHAIRMAN
407
SALVADOR ALEMANY MAS AUTOPISTAS AUMAR, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS AUTOPISTAS CONCESIONARIA
ESPAÑOLA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS
AUTOPISTES DE CATALUNYA, S.A.
CONCESSIONÀRIA DE LA
GENERALITAT DE CATALUNYA
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS IBERPISTAS, S.A. CONCESIONARIA
DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS INFRAESTRUCTURES VIÀRIES DEL
ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS RETEVISIÓN I. S.A. SOCIEDAD
UNIPERSONAL
JOINT AND SEVERAL
ADMINISTRATOR
SALVADOR ALEMANY MAS TRADIA TELECOM. S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AIRPORTS, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AMERICANA, S.L. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS AUTOPISTAS ESPAÑA, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS MÉXICO, S.L. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET ABERTIS TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTA VASCO ARAGONESA
CONCESIONARIA DEL ESTADO, S.A. BOARD MEMBER
FRANCISCO REYNÉS MASSANET AUTOPISTAS AUMAR, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTAS DE LEÓN, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET AUTOPISTAS, CONCESIONARIA
ESPAÑOLA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
408
FRANCISCO REYNÉS MASSANET
AUTOPISTES DE CATALUNYA, S.A.
CONCESSIONÀRIA DE LA
GENERALITAT DE CATALUNYA
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET CASTELLANA DE AUTOPISTAS, S.A.
CONCESIONARIA DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET DESARROLLO DE CONCESSIONES
AEROPORTUARIAS, S.L.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET GESTIÓN INTEGRAL DE
CONCESIONES, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET HISPASAT, S.A. BOARD MEMBER
FRANCISCO REYNÉS MASSANET IBERPISTAS, S.A. CONCESIONARIA
DEL ESTADO
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET INFRASTRUCTURES VIÀRIES DE
CATALUNYA, S.A.
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET RETEVISIÓN I. S.A. SOCIEDAD
UNIPERSONAL
JOINT AND SEVERAL
ADMINISTRATOR
FRANCISCO REYNÉS MASSANET SERVIABERTIS, S.L. MANAGING DIRECTOR
FRANCISCO REYNÉS MASSANET SOCIETE DES AUTOROUTES DU
NORD ET DE L’EST DE LA FRANCE BOARD MEMBER
FRANCISCO REYNÉS MASSANET TBI LTD. BOARD MEMBER
FRANCISCO REYNÉS MASSANET TRADIA TELECOM, S.A. JOINT AND SEVERAL
ADMINISTRATOR
B.1.8 Identify, as the case may be, the company directors who are also Directors of other
Boards of Directors of companies listed in official stock markets in Spain and not part of this
group that have been reported to the company:
Name or registered name of the
director Registered name of the listed company Office
ISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN
ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. VICE-CHAIRMAN
409
ISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2ND VICE-CHAIRMAN
FLORENTINO PÉREZ RODRÍGUEZ ACS, ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
LEOPOLDO RODÉS CASTAÑÉ SOGECABLE, S.A. BOARD MEMBER
LEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. BOARD MEMBER
PABLO VALLBONA VADELL
ACS, ACTIVIDADES DE CONSTRUCCIÓN Y
SERVICIOS, S.A. VICE-CHAIRMAN
Name or registered name of the
director Registered name of the listed company Office
PABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. VICE-CHAIRMAN
B.1.9 Indicate, and, as the case may be, explain whether the company has established rules
on the number of Boards its directors may sit on:
NO
B.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’s
general policies and strategies that the Board in full has reserved for itself:
Investment and financing policy Yes
Establishment of the group structure Yes
Corporate governance policy Yes
Corporate social responsibility policy Yes
Strategic or business plan and the annual management and budget targets Yes
Remuneration policy and assessment of senior management performance Yes
Risk control and management policy an periodical follow-up of internal control and
reporting systems
Yes
Dividend and treasury share policy, especially its limits. Yes
410
B.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued during the financial year:
d) The company subject of the present report:
Remuneration item Thousand Euros
Fixed remuneration 4,693
Variable remuneration 203
Per diems 0
Statutory remuneration 0
Remuneration item Thousand Euros
Share options and/or other financial instruments
0
Others 0
Total 4,896
Other benefits Thousand Euros
Advances 0
Loans granted 0
Pension Funds and Plans: Contributions 306
Pension Funds and Plans: Obligations contracted 0
Life insurance premiums 76
Guarantees given by the Company to the Directors 0
e) As members boards of directors and/or undertaking senior management in other group
companies:
411
Remuneration item Thousand Euros
Fixed remuneration 573
Variable remuneration 4
Per diems 38
Statutory remuneration 0
Share options and/or other financial instruments
0
Others 49
Total 664
Other benefits Thousand Euros
Advances 0
Loans granted 0
Pension Funds and Plans: Contributions 0
Pension Funds and Plans: Obligations contracted 0
Other benefits Thousand Euros
Life insurance premiums 0
Guarantees given by the Company to the Directors 0
f) Total remuneration per type of director:
Type of director By company By group
Executive directors 3,253 368
Proprietary directors 1,308 210
External independent directors 335 86
Other external directors 0 0
Total 4,896 664
412
d) With regard to the profits attributed to the controlling company:
Total remuneration to directors (in Thousand Euros) 5,560
Total remuneration to directors/profit attributed to the controlling company (in
%) 0.8%
B.1.12 Identify the members of senior management who are not concurrently executive directors and indicate the total remuneration accrued in their favour during the financial year:
Name or registered name Office
FRANCISCO JOSÉ ALJARO NAVARRO
GENERAL MANAGER OF
FINANCIAL AND CORPORATE
DEVELOPMENT
ANTONI BRUNET MAURI
CORPORATE DIRECTOR OF
STUDIES AND PRESIDENTIAL
CABINET
DAVID DÍAZ ALMAZÁN GENERAL MANAGER OF
AUTOPISTAS AMÉRICA
Name or registered name Office
JORDI LAGARES PUIG
CORPORATE DIRECTOR OF
RISK CONTROL AND INTERNAL
AUDITING
SERGI LOUGHNEY CASTELLS CORPORATE DIRECTOR OF
INSTITUTIONAL RELATIONS
JOSEP MARIA CORONAS GUINART SECRETARY-GENERAL
LUIS DEULOFEU FUGUET
GENERAL MANAGER OF
INTERNAL RESOURCES AND
EFFICIENCY
413
JUAN MARIA HERNÁNDEZ PUÉRTOLAS CORPORATE DIRECTOR OF
COMMUNICATION
JOSÉ LUIS GIMÉNEZ SEVILLA GENERAL MANAGER OF
ABERTIS AUTOPISTAS ESPAÑA
FRANCOIS GAUTHEY GENERAL MANAGER OF SANEF
TOBÍAS MARTÍNEZ GIMENO GENERAL MANAGER OF
ABERTIS TELECOM
CARLOS FRANCISCO DEL RÍO CARCAÑO GENERAL MANAGER OF
ABERTIS AIRPORTS
Total remuneration senior management (in Thousand Euros) 4,532
B.1.13 Indicate, in the aggregate, the existence of guarantees or golden parachute clauses
in the event of dismissals or changes in company control, in favour of senior management
members, including executive directors of the Company or its Group. Indicate whether these
contracts must be reported and/or approved by the company’s or the bodies of its group:
Number of beneficiaries 3
Board of Directors General Shareholders’ Meeting
Body that authorizes the clauses YES NO
Is the General Shareholder’s Meeting informed of such clauses? YES
B.1.14 Indicate the process followed in establishing remuneration for the members of the
Board of Directors and the relevant articles under the Articles of Association thereto:
Procedure for establishing the remuneration of members of the Board of Directors and
the pertinent clauses under the Articles of Association
414
As provided in section 4 of the Regulations of the Board of Directors, the Board of Directors is exclusively competent in full to approve the remuneration policy proposed by the Appointments
and Remuneration Committee, and the appraisal of senior managers, and at the proposal of the Company’s Chief Executive Officer, the appointment and possible dismissal of senior managers, as well as their indemnity clauses. Articles 22 and 23 of the Regulations of the Board of Directors provide as follows:
“Article 22. Directors’ remuneration Directors shall be entitled to the remuneration established by the Board of Directors in accordance with the provisions of the Articles of Association. The Board of Directors must prepare an annual report on the remuneration policy of the Directors
under the legally required terms. This report shall be available to shareholders at the General Ordinary Meeting and shall be submitted to a vote on it, for consultation purposes only, with a separate agenda item. Article 23. Remuneration of non-executive directors
The Board of Directors and the Appointments and Remuneration Committee shall take all steps within their power to ensure that the remuneration of non-executive directors is in line with their actual services and provides an incentive for their work without affecting their independence. Article 24 of Articles of Association reads as follows:
“The yearly remuneration of Directors for their management functions as members of the Board of
Directors shall be a share in the liquid profits, only to be paid after the reserves and dividends
obligations established by law have been met. Furthermore, remuneration shall not exceed, in any
case and in the aggregate, two per cent of profits. The Board of Directors shall distribute the
portion amongst its members in the form and amount at its discretion and this information shall be
recorded in the annual report in the manner established by law.
The directors that, exercising executive functions in the Company, regardless of the nature of their
legal relationship with it, have the right to receive remuneration for the rendering of these
functions, which may consist of a fixed amount, a variable complementary amount and that which
results from long-term incentive plans, such as deferred remuneration in cash, payment in shares,
recognition of share options or remuneration indexed to share value, as well as any other long-
term incentive plan approved by the Board of Directors. It can also consist of benefits which may
include pension plans and insurances and, where appropriate, social security payments. In the
event of dismissal not due to non-compliance with their functions, they shall have the right to
compensation.”
Indicate whether the entire Board has reserved the right to adopt the following resolutions:
On proposal from the Company’s chief executive, the appointment and eventual dismissal of
senior managers, and the indemnity clauses. YES
415
The Board members’ remuneration and the additional remuneration of executive directors due to
their executive functions and other terms with which their contracts must comply. YES
B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policy
and specify its points thereunder:
YES
Fixed remuneration items, including, where applicable, a breakdown of attendance
expenses for participation in the Board Meetings and those of its Committees and an
estimate of the annual fixed remuneration which originate them.
YES
Variable remuneration. YES
Main features of pension systems, with an estimate of their amount or equivalent
annual cost.
YES
Conditions that the contracts must respect of those exercising senior management
functions, such as chief executive officers YES
B.1.16 Indicate whether the Board of Directors submits a report on the directors’
remuneration policy to a vote of the General Shareholders Meeting as a separate point on the agenda, for consultation purposes only. If so, explain the aspects of the report on remuneration policy adopted by the Board for future years, the most important changes in
such policies with regards to the current policy applied during the year under review and an overall summary on the application of remuneration policy during the year. Provide details on the role of the Remuneration Committee and if external advice has been sought, the identity
of the external consultants:
YES
Issues dealt with by the report on remuneration policy
The remuneration of the Board Members was set by the Board of Directors, at the proposal of the
Appointments and Remuneration Committee, in accordance with the criteria and within the limits set by
Article 24 of the Articles of Association. Specifically, on 24 November 2010, the Board agreed on
maintaining the previous year’s system and the amount of the annual remunerations during the year
2011 and that had been maintained from the year 2008.
Issues dealt with by the report on remuneration policy
416
The report on the remuneration policy of the Board of Directors also contains a description of the general
principles of the group’s remuneration policy and details that which is applied to the Board Members, and
all with respect to the year 2011, the year in progress and with respect to the remuneration policy
envisaged for future years.
Role of the Remuneration Committee
The functions of Appointments and Remuneration Committee are included in Article 14 of the Regulations
of the Board of Directors. In particular, the sections d) and e) state that the Committee must propose to
the Board the system and amount of the annual remunerations of the Board Members, as well as
periodically review the remuneration programs, considering their appropriateness and their performance.
Has external advice been sought?
Identity of external consultants
B.1.17 Indicate, where applicable, the identity of the members of the Board of Directors who are, at the same time, members of the Board of Directors, managers or employees of companies holding significant interests in the listed company and/or in other entities of its group:
Name or registered name of the
director
Registered name of significant
shareholder Office
SALVADOR ALEMANY MAS CONSORCI DE PARCS LOGÍSTICS, S.L. VICE-CHAIRMAN
SALVADOR ALEMANY MAS SABA INFRAESTRUCTURAS, S.A. CHAIRMAN
SALVADOR ALEMANY MAS CENTRO INTERMODAL DE LOGÍSTICA,
S.A. VICE-CHAIRMAN
ISIDRO FAINÉ CASAS CRITERIA CAIXAHOLDING, S.A. CHAIRMAN
ISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN
FLORENTINO PÉREZ RODRÍGUEZ ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
THEATRE DIRECTORSHIP SERVICES
ALPHA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
417
GONZALO GARTÁZAR ROTAECHE CRITERIA CAIXAHOLDING, S.A.U. DIRECTOR
GONZALO GARTÁZAR ROTAECHE CAIXABANK, S.A. MANAGING DIRECTOR
OF FINANCES
LEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. DIRECTOR
MANUAL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. DIRECTOR
MANUAL RAVENTÓS NEGRA SOCIEDAD GENERAL DE AGUAS DE
BARCELONA, S.A. DIRECTOR
MARCELINO ARMENTER VIDAL CAJA DE AHORROS Y PENSIONES DE
BARCELONA (LA CAIXA)
EXECUTIVE
ASSISTANT
MANAGING DIRECTOR
MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL
CAIXA CAPITAL PYME INNOVACIÓN,
S.C.R. DE RÉGIMEN SIMPLIFICADO,
S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL MICRO, S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.U.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL BIOMED S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA CAPITAL SEMILLA, S.C.R. DE
RÉGIMEN SIMPLIFICADO, S.A.
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
MARCELINO ARMENTER VIDAL CAIXA EMPRENDEDOR XXI, S.A. SOLE
ADMINISTRATOR
MARCELINO ARMENTER VIDAL CAIXABANK, S.A. MANAGING DIRECTOR
PABLO VALLBONA VADELL ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A. CHAIRMAN
RICARDO FORENSA RIBÓ VIDACAIXA GRUPO, S.A.U. CHAIRMAN
RICARDO FORENSA RIBÓ VIDACAIXA, S.A. DE SEGUROS Y
REASEGUROS CHAIRMAN
THEATRE DIRECTORSHIP SERVICES
BETA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
THEATRE DIRECTORSHIP SERVICES
GAMA, S.A.R.L. ADMIRABILIA, S.L. DIRECTOR
418
ÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO
PR PISA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO URBASER, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ACS, ACTIVIDADES DE CONSTRUCCIÓN
Y SERVICIOS, S.A.
CORPORATE GENERAL
MANAGER
ÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
419
ÁNGEL GARCÍA ALTOZANO CLECE, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. CHAIRMAN
ÁNGEL GARCÍA ALTOZANO DRAGADOS SERVICIOS PORTUARIOS Y
LOGÍSTICOS, S.A. DIRECTOR
Name or registered name of the
director
Registered name of significant
shareholder Office
ÁNGEL GARCÍA ALTOZANO ROPERFELI, S.A.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO VILA ÁUREA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS, COMUNICACIONES Y
ENERGÍA, S.L. DIRECTOR
ÁNGEL GARCÍA ALTOZANO IRIDIUM CONCESIONES DE
INFRAESTRUCTURAS, S.A. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L. DIRECTOR
ÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. DIRECTOR
ÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L.
REPRESENTATIVE OF
SOLE
ADMINISTRATOR OF
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y
420
SERVICIOS, S.A.
ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV DIRECTOR
List, as the case may be, significant relationships other than those shown in the previous heading of members of the Board of Directors side by side with significant shareholders
and/or group entities:
B.1.18 Indicate, as the case may be, the amendments made to the regulations of the board of directors during the financial year:
YES
Descriptions of modifications
At the General Ordinary Shareholders’ Meeting held on 21 June 2011, the modification was reported of the following articles of the Regulations of the Board of Directors of the Company which was approved by the Board of Directors at its meeting on 17 May 2011: Article 4 (Mission), Article 13 (The Auditing and Control Committee), Article 15 (Method of adopting the agreements),
Article 16 (Appointment of Directors), Article 22 (Remuneration of the Directors), Article 24 (Duty of diligent administration), Article 27 (Duty of loyalty), Article 28 (Conflicts of Interest), Article 34 (Related persons) and Article 40 (Relations with the auditors); suppression of Article 25 (Duty of fidelity) and introduction of a new article related to “Duty of non-competition”.
B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal of directors. Include details on the competent bodies, the procedures to be followed and the criteria applied to each procedure.
The procedures for the appointment, re-election, evaluation and removal of board members are
basically regulated under Articles 16 to 19 of the Regulations of the Board of Directors, transcribed
below:
“Article 16. Appointment of Board Members
1. The directors shall be appointed by the General Shareholders’ Meeting or by the Board of
Directors in accordance with the provisions of the Spanish Capital Company Act.
2. Proposals for the appointment of directors submitted by the Board of Directors to the
General Shareholders’ Meeting for consideration, and resolutions on the appointment of
directors adopted by the Board using the powers to co-opt members afforded to it by law, must
both be preceded by a corresponding proposal by the Appointments and Remuneration
Committee, when it is a question of independent directors, and a report for other directors.
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Article 17. Appointment of non-executive directors
The Board of Directors and the Appointments and Remuneration Committee shall, within the
scope of their powers, ensure that candidates for election are persons of recognized standing,
competence and experience, and shall be particularly rigorous with respect to those who
occupy the offices of independent directors indicated in Article 5 of this Regulation and under
the terms of the standards of good governance applicable thereto.
Article 18. Term of office
3. Directors shall hold office for the term indicated under the Articles of Association and shall
be eligible for re-election.
4. Directors co-opted to the Board shall hold office until the date of the next General Meeting.
When, following a report by the Audit and Control Committee, the Board of Directors considers
the interests of the Company to be in jeopardy, a director whose term of office has ended or
who for any other reason ceases to hold office may not work for any other company that has
the same or similar corporate purposes as those of the Company and that is a competitor of
the Company in the opinion of the Board of Directors, for such period as the Board may
establish, which shall in no case be more than two (2) years.
Article 19. Removal of directors
3. Directors shall cease to hold office on expiry of their term of office and when removed by
the General Shareholders’ Meeting in exercising the powers conferred on it by law and by the
Articles of Association.
4. Directors shall tender their resignation and, if the Board of Directors considers it
appropriate, shall formally resign in the following cases: a) When they cease to hold the executive office linked to their appointment as a director. The independent directors when they have served twelve (12) years in office.
b) When they become incompatible with or barred by law from holding office. c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour. d) When their membership on the Board could jeopardize the interests of the Company and
when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands the reduction of their proprietary directors. 3. Executive directors must tender their resignation to the Board on reaching the age of
seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.”
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B.1.20 Indicate the cases which require the resignation of directors.
1) When their mandate period for which they were appointed has expired and when the General Meeting of Shareholders, in application of its legal and statutory powers, decides to remove them. 2) Directors must tender their resignation to the Board of Directors and formalize, if required by the latter, their resignation in the following cases:
a) When they cease to hold the executive office linked to their appointment as a director. The independent directors when they have served twelve (12) years in office. b) When they become incompatible with or barred by law from holding office.
c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour. d) When their membership of the Board could jeopardize the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a proprietary director when his shareholding or
that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors. Executive directors must tender their resignation to the Board on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.
B.1.21. Explain whether the Chairman of the board of directors assumes the function of chief executive officer of the company. If so, indicate the measures taken to limit the risks of accumulation of power by a single individual:
YES
Indicate, and as the case may be, explain whether rules have been established to
empower one of the independent Board Members to call a meeting of the Board of Directors or the addition of new points to the agenda, to coordinate and reflect the concerns of external board members and to lead the appraisal by the Board of Directors.
NO
B.1.22 Are qualified majorities, other than those legally established, required to adopt
certain types of resolutions? YES
Indicate the procedure for adoption of resolutions by the Board of Directors, including the
minimum quorum and type of majorities required to adopt such resolutions:
Description of resolution:
Proposals of transformation, merger, split-off or dissolution of the company, global transfer of its assets and liabilities, contribution of a branch of activity, change of business purpose, increase or decrease of share capital.
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Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 67.00
Description of resolution: Approval and modification of the Regulations of the Board.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 67.00
Description of resolution: In the event of permanent delegation of any power of the Board of Directors conferred upon the
Executive Committee or the Chief Executive Officer and the appointment of the directors to hold such offices and the appointment of the general managers of Abertis.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two-thirds of directors present or represented 66.00
Description of resolution: Investments and divestments when higher than any of the following figures: a) Two hundred million (200 million) Euros.
b) A figure equivalent to 5% of the Company’s own resources.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
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Type of majority %
Favourable vote of more than two third of directors present or represented 67.00
Description of resolution: Proposals of resolutions affecting the number of directors, the creation of Board of Directors’
committees, the appointment of office thereto and the appointment proposals for the boards
of directors of subsidiaries and investee companies.
Quorum %
That required to hold a valid meeting: half of the members plus one 51.00
Type of majority %
Favourable vote of more than two third of directors present or represented 67.00
B.1.23 Explain whether specific requirements exist to be appointed as chairman, other than
those applicable to directors: NO
B.1.24 Indicate whether the Chairman holds the casting ballot:
NO
B.1.25 Indicate whether the Articles of Association or the Regulations of the Board of Directors establish an age limit for directors:
YES
Age limit for the Chairman Age limit for the Chief
Executive Officer Age limit for Directors
0 70 0
B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors limit the
term in office of independent directors:
YES
Maximum number of years in office 12
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B.1.27 Should the number of women directors be very low or nil, explain the reasons why
and the plans adopted to change that situation.
Particularly, indicate whether the Appointments and Remuneration Committee has laid down
procedures to eliminate implicit biases in selection processes hindering the employment of women and whether said Committee has deliberately sought out women who meet the profile required for the position:
NO
Indicate the main procedures
B.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of the
Board of Directors. If so, describe them briefly.
Only a written proxy for each Board meeting is required.
B.1.29 Indicate the number of meetings held by the Board of Directors during the year
under review. Likewise, point out, as the case may be, the number of times that the Board has met without the attendance of its Chairman:
Number of meetings of the Board of Directors 7
Number of Board meetings without the attendance of its Chairman 0
Indicate the number of meetings held by the various Board Committees during the year
under review:
Number of Executive or Delegated Committee meetings 8
Number of Audit Committee meetings 8
Reasons and plans
The Board of Directors intends to improve the presence of the number of women on the Board.
In order to do so, the Appointments Committee takes special care to meet that aim when
considering possible candidates for new appointments to the Board. Please note that the 3rd Vice-
Chairman appointed by G3T, S.L. is Ms. Carmen Godia Bull.
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Number of Appointments and Remuneration Committees meetings 7
Number of Appointments Committee meetings 0
Number of Remuneration Committee meetings 0
B.1.30 Indicate the number of meetings held by the Board of Directors not attended by all its members during the year under review. Representatives attending without specific
instructions will be counted as non attendances:
Number of non attendances of directors during the year 4
% of non attendances over the total votes during the year 5.797
B.1.31 Indicate whether the individual and consolidated annual statements presented to the Board for approval have been previously certified:
YES
Indicate, as the case may be, the person or persons certifying the individual or consolidated annual statements for their formulation by the Board:
Name Position
SALVADOR ALEMANY MAS CHAIRMAN - CHIEF EXECUTIVE
OFFICER
FRANCISCO REYNÉS MASSANET CHIEF EXECUTIVE OFFICER
FRANCISCO JOSÉ ALJARO NAVARRO
GENERAL MANAGER OF
FINANCIAL AND CORPORATE
DEVELOPMENT
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B.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors to avoid that the individual and consolidated statements that it formulates are presented to the General Shareholders’ Meeting with qualifications of the auditor’s report.
The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the company’s annual statements and those of its group are prepared in compliance with generally accepted accounting principles and standards in order to avoid a qualification by the auditors of their opinions on the statements.
The Audit and Control Committee holds periodical meetings with the company’s external auditors to avoid discrepancies in the criteria to be followed in the preparing of the annual statements. However, in such event, the Audit and Control Committee’s Functions and Activities Report will
include the possible discrepancies between the Board of Directors and the external auditors and will publicly explaining the content and scope thereof.
B.1.33 Is the secretary of the Board also a director?
NO
B.1.34 Explain the appointment and removal procedures of the Board Secretary and indicate whether his appointment and removal have received the opinion of the Appointments
Committee and approved by the Board of Directors in full.
Appointment and removal procedure
By resolution of the Board of Director and subject to the report from the Appointments and
Remuneration Committee.
Does the Appointments Committee issue a report on the nomination? YES
Does the Appointments Committee issue a report on the removal? YES
Does the Board of Directors in full approve the nomination? YES
Does the Board of Directors in full approve the removal? YES
Do the special duties of the Secretary of the Board of Directors include ensuring that the good governance recommendations are implemented?
YES
B.1.35 Indicate, as the case may be, whether mechanisms have been established by the
company to preserve the independence of the auditor, financial analysts, investment banks and rating agencies.
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The Articles of Association (Art. 22) and the Regulations of the Board of Directors of Abertis (Art. 13) establish as one of the competences of the Audit and Control Committee that of receiving information on those questions that may put in danger the independence of the external account auditor.
To accomplish this, the Audit and Control Committee approves the audit services and other services rendered by the external auditors, supervises the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Furthermore, it controls the independence and rotation of members of the audit team pursuant to the existing standards in the field and obtains letters confirming the independence duly signed by the auditors of all the companies controlled by the Group.
In accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor for the audit services rendered as well as for services of a different nature. The governing bodies in the company give special care to protecting the independence of the
financial analysts, investment banks and rating agencies in the event of engaging any of them during the normal course of company business.
B.1.36 Indicate whether during this year the company has changed its external auditor. If so, please, identify the former and new auditor:
NO
Former Auditor New Auditor
In the event of disagreements with the former Auditor, please explain the content of such
disagreements:
NO
B.1.37 Indicate whether the audit firm carries out work for the company and/or its group other than the audit work. In such case, indicate the fees received for such work and the percentage of such fees of the total amount charged to the company and/or its group:
YES
Company Group Total
Amount of work performed other than the audit (Thousand
Euros) 989 574 1,563
Amount of non-audit work/total amount invoiced by the
Audit firm (in %) 85.410 44.790 64.070
B.1.38 Indicate whether the Audit Report on the previous year’s annual accounts contain
reservations or qualifications. As the case may be, indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of said reservations or qualifications.
429
NO
B.1.39 Indicate the number of consecutive years the current audit firm has been auditing the company and/or group annual accounts. Likewise, indicate the percentage represented by the number of years audited by the current audit firm in the total number of years the company’s annual accounts have been audited:
Company Group
Number of consecutive years 26 18
Company Group
Number of years audited by the current audit firm / number of years the
company has been audited (%) 66.8 100.0
B.1.40 Indicate the shareholdings of the members of the company’s Board of Directors in
the share capital of companies engaged in the same, similar or complementary activities as
that of the corporate purposes of the company and group, of which the company is aware.
Likewise, include the offices or functions held or undertaken in such companies:
Name or registered name of
Director Registered name of company
%
shareholding
Office or
functions
SALVADOR ALEMANY MAS SABA INFRAESTRUCTURAS, S.A. 0.026 CHAIRMAN
ISIDRO FAINÉ CASAS TELECOM ITALIA 0.004 -
ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. 0.010 VICE-CHAIRMAN
FLORENTINO PÉREZ
RODRÍGUEZ
ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 12.520
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER
G3T, S.L. SABA INFRAESTRUCTURAS, S.A. 0.135 -
GONZALO GORTÁZAR
ROTAECHE FRANCE TELECOM 0.000 -
LEOPOLDO RODÉS CASTAÑÉ SABA INFRAESTRUCTURAS, S.A. 0.001 -
MARCELINO ARMENTER VIDAL TELEFÓNICA, S.A. 0.000 -
PABLO VALLBONA VADELL ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 0.016 VICE-CHAIRMAN
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Name or registered name of
Director Registered name of company
%
shareholding
Office or
functions
ÁNGEL GARCÍA ALTOZANO ACS, ACTIVIDADES DE
CONSTRUCCIÓN Y SERVICIOS, S.A. 0.108
CORPORATE
GENERAL
MANAGER
B.1.41 Indicate and, as the case may be, describe whether there is a procedure for external consultants to advise the Board members:
YES
Explanation of the procedure
In accordance with Article 21 of the regulations of the Board of Directors on Assistance from experts: 1. In order to be assisted in performing their duties, non-executive directors may, when there are special circumstances requiring it, engage legal, accounting and financial advisers or other experts at the Company’s expense. The engaging of such services must necessarily be connected with
specific problems of a certain importance and complexity arising in the course of performing their duties. 2. The decision to engage such services must be notified to the Chief Executive Officer and may be vetoed by the Board of Directors if the following can be shown: d) It is not necessary for the proper performance of their duties as non-executive directors.
e) The cost is not commensurate with the importance of the problem and the Company’s assets
and earnings. f) The technical assistance required could be adequately provided by the Company’s own
technical experts.
B.1.42 Indicate whether a procedure exists that provides directors with the necessary information to duly prepare the meetings of the company’s management bodies in a timely
manner. If so, describe:
YES
Procedure Details
The procedure allowing the directors to have the necessary information to prepare the meetings of the governing bodies with sufficient time is based on the submission of written materials a
week prior to the meeting and serving, if applicable, any request for additional information. Such documentation will be physically posted on a website created with the utmost security measures for the exclusive and personalized use of the directors of the Company, known as the Abertis Directors’ Information System, which furthermore contains documentary information such as the minutes of the Board of Directors and Committee meetings, resolutions on corporate
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governance, annual reports and relevant events, amongst others.
B.1.43 Indicate and as the case may be explain whether the company has laid down rules
requiring the directors to report and even resign in cases where the credit and reputation of
the company may be damaged:
YES
Explanation of the rules
In accordance with 19.2 of the Regulations of the Board of Directors, directors shall tender their
resignation. a) ... b) When they become incompatible with or barred by law from holding office.
c) When they are charged with an offence or are the subject of disciplinary proceedings by the
regulators for a serious or very serious misdemeanour.
d) When their membership of the Board could jeopardize the interests of the Company and when
the reasons for which they were appointed cease to apply.
B.1.44 Indicate whether any member of the Board of Directors has informed the company
that he is being prosecuted or summonsed to appear in court for any offence indicated in
section 124 of the Spanish Public Limited Companies Act:
NO
Indicate whether the Board of Directors has analysed the case. If so, explain fully the
decision taken on the permanence or removal of the Director.
NO
Decision taken Explanation in full
B.2. Board of Directors’ Committees
B.2.1 Give details of all the Board of Directors’ committees and their members:
EXECUTIVE OR DELEGATED COMMITTEE
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Name Office Type
SALVADOR ALEMANY MAS CHAIRMAN EXECUTIVE
FLORENTINO PÉREZ RODRÍGUEZ MEMBER NON-INDEPENDENT /
PROPRIETARY
FRANCISCO REYNÉS MASSANET MEMBER EXECUTIVE
G3T, S.L. MEMBER NON-INDEPENDENT /
PROPRIETARY
ISIDRO FAINÉ CASAS MEMBER NON-INDEPENDENT /
PROPRIETARY
MARCELINO ARMENTER VIDAL MEMBER NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES GAMA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
APPOINTMENTS AND REMUNERATION COMMITTEE
Name Position Type
MANUAL RAVENTÓS NEGRA CHAIRMAN NON-INDEPENDENT /
PROPRIETARY
MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ MEMBER INDEPENDENT
RICARDO FORNESA RIBÓ MEMBER NON-INDEPENDENT /
PROPRIETARY
THEATRE DIRECTORSHIP SERVICES ALPHA,
S.À.R.L. MEMBER
NON-INDEPENDENT /
PROPRIETARY
ÁNGEL GARCÍA ALTOZANO MEMBER NON-INDEPENDENT /
PROPRIETARY
AUDIT AND CONTROL COMMITTEE
Name Position Type
ERNESTO MATA LÓPEZ CHAIRMAN INDEPENDENT
EMILIO GARCÍA GALLEGO MEMBER INDEPENDENT
MARCELINO ARMENTER VIDAL MEMBER NON-INDEPENDENT / PROPRIETARY
433
B.2.2 Indicate whether the following functions fall to the Audit Committee:
Overseeing the process of preparing financial information on the company, and,
if applicable, the group, reviewing compliance with legislative requirements,
the appropriate definition of the consolidation scope and application of
accounting criteria.
YES
Periodically reviewing the internal control systems and risk management in
order to identify, manage and adequately disclose the main risks.
YES
Ensuring the independence and effectiveness of the internal audit function;
proposing the selection, appointment, re-election and removal of the person in
charge of the internal audit service; proposing the budget for this service;
receiving periodical information on its activities; and verifying that senior
management is taking into account the conclusions and recommendations in
their reports.
YES
Establishing and monitoring a mechanism allowing employees to report
confidentially, and if necessary, anonymously, any major irregularities,
especially of a financial or accounting nature that have been detected in the
company.
YES
Submitting to the Board of Directors proposals for the selection, appointment,
re-election and replacement of the external auditor and the respective terms
of engagement.
YES
Receiving regular information from the external auditor on the audit plan and
the results of its execution, and verifying that senior management takes their
recommendations into account.
YES
Ensuring the independence of the external auditor. YES
Should there be a group of companies, facilitating for the group auditor the
audits of the group companies.
YES
B.2.3 Describe the organization and functioning rules and the responsibilities of each
Committee of the Board of Directors.
Name of the Committee
CONTROL AND AUDIT COMMITTEE
Brief description
Article 13. The Audit and Control Committee. 1. The Board of Directors shall appoint from among
its members a Control and Audit Committee made up of three (3) members, the majority of
whom must always be non-executive directors. At least one of the members of the audit
Committee shall be independent and shall be designated taking into account his knowledge and
experience in accounting, auditing or both subjects. 2. Notwithstanding any other tasks which
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may be assigned to it by the current laws or the Board, the Control and Audit Committee shall
have the following basic duties: a) To oversee the Company’s financial information and internal
control processes. b) To propose the appointment of the auditors, their terms of engagement, the
scope of their professional mandate and, where appropriate, their dismissal or non-renewal, all in
accordance with the current laws. c) To report to the General Shareholders’ Meeting on any
questions raised by shareholders concerning matters within its remit. d) To review the Company’s
accounts, to ensure compliance with legal requirements and the correct application of generally
accepted accounting principles, and to report on proposals by the management to alter
accounting principles and practices. e) To serve as the channel for communication between the
Board of Directors and the auditors, to assess the results of each audit and the response by the
management team to its recommendations, and to mediate in the event of any disagreement
between the auditors and the management in connection with the principles and practices applied
in drawing up the financial statements. f) To supervise the internal audit services, to check their
adequacy and integrity and to review the appointment and replacement of the persons in charge
of them. g) To supervise performance of the audit contract and to ensure that the opinion on the
annual accounts and the main contents of the audit report are drafted clearly and precisely. h) To
establish the appropriate relations with the external auditors or auditing firms in order to receive
information on matters that could jeopardize their independence and any other matters relating
to the performance of the auditing of the accounts, as well as other communications laid down in
legislation on the auditing of accounts and the technical regulations governing audits. At any rate,
they must receive annually from the account auditors or the auditing firms the written
confirmation of their independent in relations to the company or its directly or indirectly related
companies, as well as the information on additional services of any type of loans to these
companies by the aforementioned auditors or firms, or by the persons or entities related to them
in accordance with the provisions of the Law 19/1988, of 12 July, on Account Audits. i) To issue
annually, prior to the issue of the audit report, a report in which an opinion on the independence
of the account auditors or auditing firms will be expressed. This report must inform, in every
case, on the provision of additional services to which reference was made in the preceding
section. j) To consider any suggestions put to it by the Chairman of the Board of Directors,
members of the Board, senior executives or shareholders of the Company. These competences
shall be understood to include but not be limited to those other that the Board of Directors might
assign. 3. Meetings shall be called by the Chairman of the Committee, either on his or her own
initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the
Committee. 4. The Board shall appoint a Chairman from among the Committee members who are
non-executive directors. The Committee itself shall also appoint a Secretary, and may appoint a
Vice-Secretary, neither of whom need be members of the Committee. 5. Any member of the
management team or any employee of the Company who is requested to attend Committee
meetings shall be obliged to do so and to co-operate and provide access to the information in his
or her possession. The Committee may also require the Company’s auditors to attend its
meetings.
Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
Article 14 of the Regulations. The Appointments and Remuneration Committee. 1. The
Appointments and Remuneration Committee shall be made up of non-executive directors, the
number of which shall be determined by the Board of Directors and its composition of shall
reasonably reflect the relation on the Board between proprietary directors and independent
directors. 2. Notwithstanding any other tasks that may be assigned to it by the Board, the
Appointments and Remuneration Committee shall have the following basic duties: a) To formulate
and review the criteria for the composition of the Board of Directors and the selection of
candidates. b) To submit to the Board the proposals of appointments of Directors, so that the
Board may either co-opt them directly or submit them to the decision of the General
435
Shareholders’ Meeting. c) To propose to the Board the members who are to sit on each
Committee. d) To propose to the Board of Directors the system for payment of directors’
remuneration and the amount of such remuneration. e) To regularly review the remuneration
scales and the director’s performance. f) To provide information on operations that involves or
might involve a conflict of interests and, in general, on the matters contemplated in Chapter IX of
these Regulations. g) To consider any suggestions put to it by the Chairman of the Board of
Directors, members of the Board, senior executives or shareholders of the Company. h) To
provide information concerning the matters referred to in paragraphs 1), 2) y 6) of part b) of
section 2) of article 4 of these Regulations. 3. The Appointments and Remuneration Committee
shall meet whenever the Board of Directors or the Chairman of the Board requests a report be
issued or proposals be adopted, and, in any case, whenever advisable for the proper performance
of their duties. Meetings shall be called by the Chairman of the Board of Directors or by two (2)
members of the Committee itself. 4. The Board shall appoint a Chairman of the Committee from
amongst the members of said Committee. The Committee itself shall appoint a Secretary, and
may appoint a Vice-Secretary, neither of whom need be members of the Committee.
Name of the Committee
EXECUTIVE OR DELEGATED COMMITTEE
Brief description
A transcription of Articles 11 and 12 of the Regulations of the Board of Directors is as follows:
“Article 11. Delegated bodies of the Board of Directors 1. Without prejudice to any individual
delegation of powers to the Chairman or any other director (Chief Executive Officers) and its
powers to set up delegated committees for specific purposes, the Board of Directors may
establish an Executive Committee, with general decision-making powers, and an Appointments
and Remuneration Committee, and shall in any event appoint an Control and Audit Committee;
these last two Committees shall only have powers to inform, supervise, advise and propose on
the matters specified in the following articles. 2. The Appointments and Remuneration Committee
shall assess the profiles of the most suitable persons for sitting on the various Committees and
shall make recommendations in this respect to the Board. In any case, it shall take into
consideration the suggestions made to it by the Chairman and the Chief Executive Officer. 3.
Unless otherwise laid down under the Articles of Association and in these Regulations, the
Committees themselves may regulate the way in which they function. And unless otherwise
specifically provided, the operating rules set out in these Regulations with respect to the Board
shall apply, provided they are compatible with the nature and function of the Committee in
question. Article 12. The Executive Committee. 1. The Board may appoint an Executive
Committee, which shall be made up of a number of directors determined by the Board from time
to time, within the maximum and minimum limits laid down under the Articles of Association, on
the basis of the criteria indicated in Article 5.3 of these Regulations and reflecting as far as
possible the composition of the Board. 2. The Chairman and the Chief Executive Officer shall be
members of the Executive Committee. 3. The resolution appointing the members of the Executive
Committee and the powers delegated to them shall require the favourable votes of at least two-
thirds of the members of the Board of Directors. 4. The Chairman of the Board of Directors shall
act as Chairman of the Executive Committee and the Secretary to the Board, assisted by the
Vice-Secretary, shall act as Secretary. 5. The Executive Committee shall exercise the powers
delegated to it by the Board of Directors. 6. Resolutions by the Executive Committee shall be
passed with the favourable votes of the absolute majority of members present at the meeting in
person or by proxy, except when they refer to the following matters, which shall require the
favourable votes of more than two-thirds of the members of the Committee present in person or
by proxy: a) Proposals for the transformation, merger, division or winding up of the Company,
the transfer of all its assets and liabilities, the contribution of a business division, amendments to
its corporate purposes, and the increase or reduction of capital. b) Proposals for resolutions that
affect the number of directors on the Board, the creation of Committees, the appointment of
436
officers on the Board and proposals for officers on the Boards of the Company’s subsidiaries and
associates. c) Investments and divestments that exceed the higher of the following figures: a)
Euros two hundred million (200,000,000 Euros), and b) an amount equivalent to 5% of the
Company’s equity.
B.2.4 List the powers of advice, consultation and, when applicable, delegations of each committee:
Name of the Committee
AUDIT AND CONTROL COMMITTEE
Brief description SEE SECTION B.2.3.
Name of the Committee APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
SEE SECTION B.2.3.
Name of the Committee EXECUTIVE OR DELEGATED COMMITTEE
Brief description
SEE SECTION B.2.3.
B.2.5 Indicate, as the case may be, the existence of regulations governing the board
committees, where such regulations are available for consultation, any amendments to the same during the financial year, and whether each committee voluntarily prepares an annual report on its activities.
Name of committee
AUDIT AND CONTROL COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning is
regulated in the Regulations of the Board of Directors posted on the company’s website. The
Audit Committee has issued a report on its functions and activities for 2011, which is set out
in section G of this Report.
At the same time, the Audit and Control Committee has prepared a self-assessment, which
was submitted to the Board of Directors in full, and which was endorsed by the latter.
Name of committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning is
regulated in the Regulations of the Board of Directors posted on the company’s website.
The Appointments and Remuneration Committee has prepared a self-assessment, which was
submitted to the Board of Directors in full, and which was endorsed by the latter.
Name of committee
EXECUTIVE OR DELEGATED COMMITTEE
Brief description
The Board of Directors’ Committees do not have their own regulations and their functioning
is regulated in the Regulations of the Board of Directors posted on the company’s website.
437
The Executive Committee has prepared a self-assessment, which was submitted to the
Board of Directors in full, and which was endorsed by the latter.
B.2.6 Indicate whether the composition of the executive committee reflects the same proportion as the various types of directors on the board of directors:
NO
If not, explain the composition of your executive committee.
The Executive Committee is made up of two executive officers and six proprietary directors.
C - RELATED OPERATIONS C.1 Indicate whether the Board of Directors in full has reserved for itself the power to
approve, the operations that the Company concludes with directors, significant or represented shareholders on the Board, or persons associated with them:
YES
C.2 List the relevant operations entailing a transfer of resources or obligations between the company or group entities and the significant shareholder of the company:
438
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
ADMIRABILIA, S.L.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other
distributed
benefits
128,017
CAIXABANK, S.A. ABERTIS AIRPORTS,
S.A.
Contractual
(guarantees –
limit 1,000)
Guarantees
received 28
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual Financial
income 4,773
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual Financial
expenses 1,886
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS
FINANCE, BV
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
100,526
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual Financial
income 1,733
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Credit - limit
255,000)
Loan
agreements
and capital
contributions
(borrower)
8,377
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
543,463
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(Guarantees -
limit of 66,589)
Guarantees
received 63,143
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
(syndicated
loans – limit of
71,250)
Loan
agreements
and capital
contributions
(borrower)
71,250
CAIXABANK, S.A.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual Financial
expenses 12,156
CAIXABANK, S.A. ABERTIS TELECOM, S.A.
Contractual
(Guarantees -
limit of 4,000)
Guarantees
received 0
439
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A. ADESAL TELECOM, S.L.
Contractual
(loan – limit
1,530)
Loan
agreements and
capital
contributions
(borrower)
1,530
CAIXABANK, S.A.
AUTOPISTA VASCO
ARAGONESA,
CONCESIONARIA DEL
ESTADO, S.A.
Commercial
(Credit card
receipt
commissions)
Receipt of
services 975
CAIXABANK, S.A.
AUTOPISTA VASCO
ARAGONESA,
CONCESIONARIA DEL
ESTADO, S.A.
Contractual
(Syndicated
loan - limit of
26,413)
Loan
agreements
and capital
contributions
(borrower)
26,413
CAIXABANK, S.A.
AUTOPISTAS,
CONCESIONARIA
ESPAÑOLA, S.A.
Commercial
(Credit card
receipt
commissions)
Receipt of
services 2,269
CAIXABANK, S.A.
AUTOPISTAS,
CONCESIONARIA
ESPAÑOLA, S.A.
Contractual
(Guarantees –
limit of 10,000)
Guarantees
received 3,186
CAIXABANK, S.A.
AUTOPISTES DE
CATALUNYA, S.A.
CONCESSIONÀRIA DE
LA GENERALITAT DE
CATALUNYA
Contractual
(Guarantees –
limit of 12,000)
Guarantees
received 8,128
CAIXABANK, S.A. HISPASAT, S.A.
Contractual
(Credit – limit
of 2,103)
Loan
agreements
and capital
contributions
(borrower)
0
CAIXABANK, S.A. HISPASAT, S.A.
Contractual
(Syndicated
loans - limit of
1,336)
Loan
agreements
and capital
contributions
(borrower)
1,336
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual Financial
income 1,240
440
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(interest and
exchange rate
hedging)
Financial
expenses 7,001
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(Hedging
operations)
Loan
agreements
and capital
contributions
(borrower)
66,818
CAIXABANK, S.A.
HOLDING
D’INFRAESTRUCTURES
DE TRANSPORT, S.A.S.
Contractual
(Syndicated
loan – limit of
11,909)
Loan
agreements
and capital
contributions
(borrower)
8,219
CAIXABANK, S.A.
INFRAESTRUCTURES
VIÀRIES DE
CATALUNYA, S.A.
Contractual
(Guarantees -
limit of 6,000)
Guarantees
received 0
CAIXABANK, S.A.
RETEVISIÓN I, S.A.
SOCIEDAD
UNIPERSONAL
Contractual
(Guarantees –
limit of 15,000)
Guarantees
received 8,729
CAIXABANK, S.A. SABA APARCAMIENTOS,
S.A. Contractual
Financial
expenses 5,829
CAIXABANK, S.A. SERVIABERTIS, S.L.
Contractual
(Guarantees –
limit of 2,000)
Guarantees
received 5
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Guarantees -
limit of 1,020)
Guarantees
received 258
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Credit - limit of
1,020)
Loan
agreements
and capital
contributions
(borrower)
292
CAIXABANK, S.A.
SERVICIOS
AUDIOVISUALES
OVERON,S.L.
Contractual
(Loans - limit of
4,590)
Loan
agreements
and capital
contributions
(borrower)
4,590
441
Name or registered
name of the
significant
shareholder
Name or registered
name of the company
or group entity
Nature of the
relationship
Type of
operation
Amount
(thousand
Euros)
CAIXABANK, S.A. TRADIA TELECOM, S.A.
Contractual
(Guarantees –
limit of 3,000)
Guarantees
received 269
CRITERIA
CAIXAHOLDING, S.A.U.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
257,775
CRITERIA
CAIXAHOLDING, S.A.U.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Contractual
Sale of tangible
assets,
intangible
assets or other
assets
161,866
INVERSIONES
AUTOPISTAS, S.L.
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
96,545
TRÉBOL
INTERNATIONAL BV
ABERTIS
INFRAESTRUCTURAS,
S.A.
Shareholding
Dividends and
other profits
distributed
193,667
VIDACAIXA, S.A. DE
SEGUROS Y
REASEGUROS
ABERTIS
CONCESIONARIA
ESPAÑOLA, S.A.
Contractual
(insurance)
Receipt of
services 1,687
C.3 Describe the relevant transactions involving a transfer of resources or obligations between the company or companies within the group and the company’s administrators or executives:
C.4 Describe the relevant transactions undertaken by the company with other companies in the same group, provided they were not eliminated during the process of preparing the
consolidated financial statements and are not a habitual part of the company’s purposes and conditions:
C.5 Identify, as the case may be, any situation of conflict of interest of company directors as established under article 127.3 of the Spanish Public Limited Companies Act.
YES
Name or registered name of the Director
ISIDRO FAINÉ CASAS Description of situation of conflict of interest
Financial operations with related parties
442
Name or registered name of the Director LEOPOLDO RODÉS CASTAÑÉ
Description of situation of conflict of interest Financial operations with related parties
Name or registered name of the Director MANUEL RAVENTÓS NEGRA
Description of situation of conflict of interest Financial operations with related parties
Name or registered name of the Director
MARCELINO ARMENTER VIDAL Description of situation of conflict of interest
Financial operations with related parties Name or registered name of the Director
RICARDO FORNESA RIBÓ
Description of situation of conflict of interest Financial operations with related parties
C.6 Describe the mechanisms established to detect, determine and resolve the possible
conflicts of interest between the company and/or its group, and its directors, managers or significant shareholders.
In accordance with the Regulations of the Board of Directors and the internal regulations related to
the Securities Exchange, these conflicts must be reported by the directors and managers whose duty
it is to abstain from assisting and taking part in matters involving conflicts of interests.
The conflict of interest situations are set out in the notes to the annual accounts.
C.7 Is more than one company in the group listed on the Stock Exchange in Spain?
NO
Identify the subsidiary companies listed in Spain:
D- RISK MANAGEMENT SYSTEMS
D.1 General description of the company and/or group risk policy, detailing and evaluating
the risks covered by the systems and proof of suitability of such systems for the profile of each type of risk.
The risk management system of Abertis is based on a set of strategic and operative actions
aimed at complying with the overall risk policies necessary to achieve the aims adopted by the Board of Directors.
The Board of Directors, as the highest decision-making and representative body of the company is responsible for defining the global strategic management and risk profile of Abertis Group.
The Corporation establishes the levels of risk exposure of the group, on the basis of which it
sets the action limits for the different companies. Activities with risk levels higher than those established must have the prior approval from the Corporation.
443
Abertis has an overall risk management model that identifies, classifies, evaluates, manages, transfers and monitors the most relevant risks of its different business and corporate units and of the corporation and ensures that the level of risk exposure assumed by Abertis is consistent with the objective risk profile.
Furthermore, the model defines the persons responsible for management, supervision and
determination of limits for each risk category.
Abertis’ global risk management model includes the following risk categories:
1. Business risks
This category includes risks related to the market and the environment in which the Group operates and which have a special impact on strategic objectives:
Concession maturity
A major part of the business is carried out through time-limited concessions, which entails the need to generate additional sources of cash flows in the medium term in order to ensure the continuity of the Group.
Certain costs must also be managed taking into account the duration of the concession (personnel, revertible investments, etc.).
Regulatory risks
The companies of the group must comply with both specific and general standards (accounting, environmental, employment, etc.).
The Abertis Group is sensitive to any legislative amendments or developments since it is a listed company, and because it trades in sectors that are specifically regulated and because a large part of its business is carried out as a public concession.
Competition
The creation of alternative infrastructures, the development of new urban areas or of new industrial poles, the changes in the mobility trends or the entry of new competitors in some business sectors, can directly impact the development of the business.
Technology
The appearance of new technologies and standards can involve the obsolescence of equipment, the need for new investments in assets and RD, as well as the transformation of operating
processes in certain Group businesses.
Customer demand
The evolution of the economy has a significant influence on the different group businesses.
Customer concentration
In certain businesses the negotiating power of customers is especially high as a result of their
specific weight compared to total turnover.
Degree of control
Risk of a lack of strategic alignment in the evolution and profits of the companies not controlled by the Group.
444
Ramp up
Risks in the initial phase, risks of overruns of time and costs of projects that the Group may carry out, as well as the risk of not achieving the estimated revenue levels.
Country risk
As a consequence of the nature of a significant part of the investments of the Group (long-term
concessionary contracts), the investments of the Abertis Group are located in countries with a high degree of legal security and stability, although the particular situation of some countries could, at some time, affect the evolution of the business.
2. Financial risks
Loss in value or earnings due to adverse movements in financial variables and the inability of the company to meet its commitments or realize its assets.
Classified into interest rate / exchange rate, market, counter-party and trade receivable risks.
Due to indebtedness of the Abertis Group, as a result of the expansion in the last few years, there is exposure to fluctuations in interest rates. There is also exposure to fluctuations in exchange rates due to investments in foreign currency, bond issues and loans in foreign currencies.
Abertis has corporate financial risk management policy that sets the acceptable levels of
financial risk determining the hedging policies and avoiding speculative operations. It also analyses its exposure to forecast cash flows and the value of company assets and liabilities to fluctuations in the interest rate curves and exchange rates in the market.
The actions taken by Abertis in regards to its financial structure (refinancing policies, etc.) contribute to the maintenance of a sound structure and minimize to a great extent the effects arising from market tensions.
Furthermore, the evolution of inflation has a special impact on the Group given that the rates of a major part of the businesses are indexed to prices.
3. Operational risk
These risks include potential loss from the inadequacy of processes of key Group operations, as well as the staffing, equipment and systems that support them.
These risks are classified under: Operations (labour, tax, infrastructure obsolescence, security, environment, business discontinuity, dependence on suppliers and service quality), organization, financial information (availability, integrity, confidentiality and relevance), fraud and compliance.
The description of the principal characteristics of the internal control and risk management systems in relation to the financial information issue process (including in this section the operational risks) is done is a specific section of this report. Abertis performs continuous supervision and analysis of the insurable risks in the Group and
has implemented a Corporate International Program of insurance that seeks to achieve, in
445
favourable conditions for taking advantage of synergies and volume, a level of cover appropriate to the risk policies and levels established by the Directors. The Abertis Group also has systems that cover risks from different activities (fraud management policies, specific units allocated to controlling operational fraud, analysis of
sensitivities to variations in the many business aggregates, etc.).
D.2 Indicate whether during the year under review any of the different types of risks
(operational, technological, financial, legal, reputational or tax) have affected the company and/or its group:
YES
If so, indicate the circumstances causing them and if the control systems set up have worked.
Risk materialized during the year Decrease in the demand in certain businesses and certain geographic areas. Causing circumstances Evolution of economic activity.
Functioning of control systems Circumstance already detected in previous years sufficiently in advance to allow making decisions (cost efficiency, search for alternative revenues, etc.).
D.3 Indicate whether there is a committee or other government body in charge of setting up and monitoring these control mechanisms:
YES
If so, list the functions of such body.
Name of committee or body Audit and Control Committee Description of functions The Audit and Control Committee, as a function assigned by the Board of Directors,
supervises the internal control system and risk management with the support of the Risk Control and Internal Audit Division.
This Division has set up mechanisms to identify and monitor risks inherent to the different businesses, drawing up and updating the risk maps, both at corporate level and the level of the different business units.
Furthermore, the annual internal audit plan contemplates the supervision of the identified risks.
Name of committee or body
Executive Committee Description of functions
The Executive Committee, as the delegated body of the Board of Directors, adopts the specific guidelines on risk limits and management.
Name of committee or body
Management Committee Description of functions
The Management Committee is responsible for implementing the defined risk policies and supervising the risk management activities carried out.
Name of committee or body
Board of Directors
446
Description of functions The Board of Directors, as the maximum decision-making and representative body of the
company, is responsible for defining the overall control strategy and risk profile of the Abertis group.
D.4 Identify and describe the processes for compliance with the regulations affecting the
company and/or its group.
The Company and its subsidiaries undertake their activity within different legislative frameworks: sectors, securities markets, environment, employment and tax legislation, etc., in Spain and in other countries. Thus, the corporation establishes standards, procedures and controls in order to avoid irregularities or, should they occur, to remedy them as soon as possible.
Fundamental mechanisms ensuring compliance with the different regulations affecting the group companies are based on the controls and activities carried out by the following corporate areas: · The Secretariat is in charge of the formal and material legality of the actions of the governing bodies of the Group by verifying their compliance with the Articles of Association, with the rules
laid down by the regulatory bodies and by ensuring the compliance with the principles and criteria of good governance. · Legal Advisory Office: its purpose is to ensure overall observance of the legal requirements affecting the group, and to do so, establishes the legal guidelines for the group companies and brings the organizational structure into line with the regulatory environment, establishing compliance with laws and ethical standards.
· Tax planning: ensures global observance of the group’s tax requirements, establishing compliance with laws and positioning the group when required. · Internal Audit: ensures the observance of internal procedures and their adaptation to the regulatory requirements through its examinations. Additionally, the different companies in the group conduct the monitoring of the observance of specific rules and are acting as channels for relations with regulatory bodies through the
general managers’ offices.. Likewise, data processing systems exist in the different companies in the group together with interdisciplinary working groups in charge of making and providing periodical information which, in accordance with the current standards, must be submitted to certain regulatory bodies (Telecommunications Market Commission, Government Delegations in companies operating toll motorway concessions, etc.)
E - GENERAL SHAREHOLDERS’ MEETING
E.1 Indicate and, as the case may be, describe the differences between the quorums set out
in the Spanish Public Limited Companies Act and quorums under the Articles of Association for holding a valid General Shareholders’ Meeting.
NO
Quorum % other than that
established under section
102 of the Spanish Public
Limited Companies Act in
general cases
Quorum % other than that
established under section 103 of
the Spanish Public Limited
Companies Act
Quorum required for
meetings on first call
0 0
447
Quorum required for meetings
on second call
0 0
E.2 Indicate whether there are any differences with the regime established under the Spanish Public Limited Companies Act (SPLCA) with regards to the adoption of company resolutions:
NO
Describe the differences with the regime established under said Act.
E.3 List the rights of shareholders with regards to the general shareholders’ meetings that
differ from those set out in the SPLCA. E.4 Indicate, as the case may be, measures adopted to promote participation of
shareholders in the General Meeting of Shareholders.
The call for the meeting must be published on a full page in national newspapers and in others
of the cities of Barcelona and Madrid, as well as the publication in BORME (Official Gazette of the Companies’ Registry) and in the web page of the CNMV (National Securities Commission) and in that of Abertis. A personalized letter addressed to each and every depository company will be sent together with the convening notice. Article 37 of the Regulations of the Board of Directors establishes that the Board of Directors
will foster the informed participation of shareholders in the general meetings and will adopt all the measures necessary to facilitate that the General Shareholders’ Meeting effectively undertakes the functions mandated by law, the Articles of Association and the Regulations of the General Shareholders’ Meeting. To foster the participation of shareholders, the Regulations of the General Shareholders’
Meeting, approved by the Shareholders’ Meeting itself, establishes that the shareholders may request in writing, prior to the meeting or verbally during the meeting, any reports or clarifications deemed necessary on the items included on the agenda. Furthermore, the notice of the call for the General Meeting of Shareholders will indicate that any shareholder may obtain the documents to be submitted for the adoption by the General
Meeting of Shareholders prior to the meeting, and that in the place and on the date of the meeting, the shareholders will have several means to submit proposals of resolutions to the General Shareholders’ Meeting. In order to facilitate the vote of financial intermediaries which appear legitimated as shareholders but who act on behalf of clients, they are allowed to fraction their vote in
accordance with their clients’ instructions. With the same aim, an electronic representation delegation system has been developed. Shareholders, through the Company’s website, may delegate their representation to another person (shareholder or not) who will attend the General Shareholders’ Meeting on his behalf. In the call to meeting and until the holding of the General Shareholders’ Meeting, a Shareholders’ Electronic Forum will be implemented, to which the individual shareholders as well as voluntary associations that may be constituted may have access, for the purpose of
facilitating communication prior to the General Shareholders’ Meeting. In the Forum proposals can be published that they intend to present as a complement of to the agenda announced in
448
the call to meeting, adhesion requests for such proposals, initiatives to achieve the sufficient percentage in order to exercise a minority right provided by the law, as well as offers or requests for volunteer representation.
E.5 Indicate whether the office of Chairman of the General Shareholders’ Meeting coincides with the office of the Chairman of the Board of Directors. Give details, as the case may be,
as to which measures have been adopted to ensure the independence and proper functioning of the General Shareholders’ Meeting:
YES
Measures
Abertis, in accordance with the recommendations of the corporate governance report and all legal
provisions, has a series of regulations governing the General Shareholders’ Meeting based on such recommendations and the practical experience of previous years which ensures the independence and the proper functioning of such meeting by meticulously respecting the rights of shareholders of significant shareholders as well as institutional and in the same measure the minority interests.
E.6 Indicate, as the case may be, the modifications made during this year to the Regulations
of the General Meeting of Shareholders.
In the General Ordinary Shareholders’ Meeting held on the date of 21 June 2011, the new writing of the following articles of the Regulations of the Company’s General Shareholders’ Meeting: Article 1 (“Purpose and Publication of the Regulation”), Article 2 (“General Shareholders’ Meeting”), Article 3 (“Classes of Meetings”), Article 4 (“Power and Obligation of Calling the Meeting”), Article 5 (“Meeting Announcement”), Article 8 (“Representation”), Article 10 (“Organization of the General Shareholders’ Meeting”), Article 11 (“Constitution of the
Shareholders’ Meeting”), Article 18 (“Voting for the proposed agreements”) and Article 20 (“Adoption of agreements and finalization of the Meeting”), for the purpose of perfecting its writing and adapt it to the modification of the Articles of Association and to the recent changes in laws, as well as to include a new Article 6 bis related to the “Shareholders’ Electronic Forum”.
E.7 Indicate attendance figures for the General Meetings of Shareholders during the year covered by this report:
Attendance Data
Date of General
Shareholders’ Meeting
% of
physical
presence
%
by Proxy
Long-distance voting % Total
Electronic
voting
Other
21/06/2011 0.876 70.267
0.000
0.000 71.143
449
E.8 Indicate briefly the resolutions adopted in the General Meeting of Shareholders held in the year examined by this present report and percentage of votes each resolution has been approved with.
General Meeting of Shareholders held on 21 June 2011:
15. Review and approval of the individual and consolidated annual statements, management
reports and remuneration policy report, application of the results and the Management of the
Board of Directors. Percentage in favour: 99.9214%. Percentage against: 0.0773%. Percentage
of abstentions: 0.0013%.
16. Ratification of the incorporation of Saba Infraestructuras and authorization of the non-
monetary contribution to it by the Company of all the shares of Saba Aparcamientos, S.A. and
Abertis Logística, S.A. Percentage in favour: 99.9193%. Percentage against: 0.0775%.
Percentage of abstentions: 0.0032%.
17. Ratification of the agreement of the Board of Directors for the distribution of an interim
dividend of the results of financial year 2011, offering the shareholders the possibility of being
paid in case and/or by means of the awarding of shares of Saba Infraestructuras, S.A.
Percentage in favour: 99.9221%. Percentage against: 0.0770%. Percentage of abstentions:
0.0009%.
18. Ratification and where necessary authorization of the Board of Directors to transfer to Viana
SPE, S.L.; ProA Capital Iberian Buyout Fund I USA, F.C.R. de Régimen Simplificado; ProA
Capital Iberian Buyout Fund I Europa, F.C.R. de Régimen Simplificado; ProA Capital Iberian
Buyout Fund I España, F.C.R. de Régimen Simplificado; and Criteria CaixaCorp, S.A. or “la
Caixa” or a subsidiary company controlled by it, the shares owned by the Company in Saba
Infraestructuras, S.A. that remain in its power after the execution of the preceding agreement.
Percentage in favour: 99.9147%. Percentage against: 0.0787%. Percentage of abstentions:
0.0066%.
19. Return of contributions to the Company’s shareholders charged to the Issue Premium
account. Percentage in favour: 99.9944%. Percentage against: 0.0045%. Percentage of
abstentions: 0.0011%.
20. Increase in share capital, with charge against the issue premium, with the consequent
amendment of Article 5 of the Articles of Association and request to be listed for trading in
official markets and other organized markets. Percentage in favour: 99.9943%. Percentage
against: 0.0050%. Percentage of abstentions: 0.0007%.
21. Amendment of certain articles of the Articles of Association for the purpose of adapting
them to recent regulatory changes and to amend their writing. Percentage in favour:
99.8762%. Percentage against: 0.0409%. Percentage of abstentions: 0.0829%.
22. Examination and approval, where applicable, of the amendment of certain articles of the
Regulation of the General Shareholders’ Meeting of the Company. Percentage in favour:
99.8795%. Percentage against: 0.0434%. Percentage of abstentions: 0.0771%.
23. Information to the General Shareholders’ Meeting on the amendment of the Regulations of
the Board of Directors agreed by said Board. Not submitted to a vote.
450
24. Removal, appointment and reelection of Board Members: Upon the proposal of the Board, at the urging of the Appointments and Remuneration Committee: Ratification of the appointments made under Article 244 of the Public Limited Companies Act
and to appoint the following directors for the statutory period of five years: Théatre Directorship Services Alpha, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.1921%. Percentage against: 6.7019%. Percentage of abstentions: 0.1060%.
Théatre Directorship Services Beta, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentage against: 6.1848%. Percentage of abstentions: 0.3173%. Théatre Directorship Services Gama, S.à.r.l, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentage
against: 6.4760%. Percentage of abstentions: 0.0261%. Antonio Tuñón Álvarez, as proprietary director, on the joint proposal of Trébol International BV and Admirabilia, S.L. Percentage in favour: 93.5249%. Percentage against: 5.4944%. Percentage of abstentions: 0.9807%.
Gonzalo Gortázar Rotaeche, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 93.6098%. Percentage against: 6.0729%. Percentage of abstentions: 0.3173%. Re-election as directors of the company for the statutory period of five years:
G3T, S.L., as proprietary director, on the proposal of Inversiones Autopistas, S.L. Percentage in favour: 93.5935%. Percentage against: 6.3525%. Percentage of abstentions: 0.0540%. Leopoldo Rodés Castañé, as proprietary director, on the proposal of Criteria CaixaCorp, S.A.
Percentage in favour: 93.5086%. Percentage against: 6.4374%. Percentage of abstentions: 0.0540%. Manuel Raventós Negra, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 92.2817%. Percentage against: 7.4010%. Percentage of abstentions: 0.3173%.
25. Delegation of powers to the Board of Directors to issue promissory notes, bonds, and other
fixed income securities. Percentage in favour: 98.1720%. Percentage against: 1.8244%.
Percentage of abstentions: 0.0036%.
26. Plan for delivery of shares 2011 and adaptation Share Option Plans 2007, 2008, 2009 and
2010 to the future structure of the Abertis Group. Percentage in favour: 99.8808%. Percentage
against: 0.1176%. Percentage of abstentions: 0.0016%.
27. Appointment of Auditors for the Company and its consolidated group. Percentage in favour:
99.8023%. Percentage against: 0.1170%. Percentage of abstentions: 0.0807%.
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28. Delegation of powers to formalize agreements adopted by the Shareholders’ Meeting.
Percentage in favour: 99.9391%. Percentage against: 0.0588%. Percentage of abstentions:
0.0021%.
E.9 Indicate whether any restrictions exist under the Articles of Association exit establishing a minimum number of shares necessary to attend the General Meeting of Shareholders:
YES
Number of shares necessary to attend the General Shareholders’ Meeting 1000
E.10 Indicate and justify the policies followed by the company with regards to voting proxies at the General Meeting of Shareholders.
In accordance with Article 13 of the Articles of Association and Article 8 of the Regulations of the General Meeting of Shareholders, 1. Every shareholder who is entitled to attend may appoint another person to stand as proxy, who need not be a shareholder. Each shareholder may only have one proxy at a Shareholders’
Meeting. The form of proxy must be in writing signed by the shareholder or in electronic format with an electronic signature that duly guarantees the identity of the writer, and must be for a specific General Meeting, without prejudice to the provisions of Article 187 of the Spanish Public Limited Companies Act concerning family proxies.
The proxy must in all cases hold the necessary attendance card. Attendance by the shareholder in person at the General Meeting shall revoke the proxy. 2. If the proxy has been obtained by public request, the proxy document must contain or have
attached to it the agenda, the request for voting instructions and the way in which the proxy will vote if no specific voting instructions have been given. A public request for proxies shall be considered to have been made when one person holds proxies for more than three shareholders.
If no voting instructions have been given in respect of the proposed resolutions included in the agenda, the proxy shall be considered to vote in favour of the proposals submitted by the Board of Directors. If no instructions have been given on account of matters not having been included on the agenda, the proxy shall vote in the manner he considers most appropriate in the interests of
the Company and of the represented shareholder. If the shareholders represented have given voting instructions, the proxy may vote differently when circumstances arise that were not known at the time of sending the voting instructions and there is a risk that the interests of the represented shareholder may be adversely affected. In this case, the proxy shall immediately inform the represented shareholder, explaining the
reasons for the vote, either in writing or by e-mail. 3. The provisions of the preceding section shall not apply when the proxy is the spouse, ascendant or descendant of the shareholder, or when the proxy holds general powers of
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attorney, conferred in a public instrument, to administer the shareholder’s assets located in Spain. 4. Should the directors of the Company, or another person, have made a public request for proxies, a director who holds a proxy may not exercise the voting rights attached to the
represented shares with respect to those items on the agenda with which he has a conflict of interests, and in all cases with respect to the following resolutions:
e) His appointment or the ratification of his appointment as director;
f) His removal, separation or resignation as director;
g) Any action for company liability brought against him;
h) The approval or ratification of operations by the Company with the director in question, with
companies controlled or represented by him or with persons acting on his behalf.
E.11 Indicate whether the company is aware of the policies of institutional investors taking part or not in the company’s decisions:
NO
E.12 Indicate the address and access to the content of corporate governance on its website.
In the section “Investor Relations” posted on the website at www.abertis.com one will find the information required under Article 117 of the Securities Market Act in the wording given by Law 26/2003 of 17 July, under Order ECO/3772/2003 of 26 December, and Circular 4/2007 of 27
December of the CNMV. The information included on the website can be read in four languages: Catalan, Spanish, English and French.
F - COMPLIANCE LEVEL WITH THE CORPORATE GOVERNANCE RECOMMENDATIONS
Indicate the level of compliance of the Company with the recommendations of the Unified
Code of Good Governance. Should the company fail to comply with any of them, please explain the recommendations, rules, practices or criteria applied by the company.
1. The Articles of Association of listed companies should not limit the maximum number of
votes that a single shareholder may cast and should not impose other restrictions that may
hinder taking control of the company through acquiring its shares on the market.
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See sections: A.9, B.1.22, B.1.23 and E.1, E.2.
Complied with
4. When a parent company and a subsidiary company are both listed, they have to define
publicly and precisely:
c) Their respective areas of activity and possible business relationships between them and
the relationships of the listed subsidiary company with the rest of companies within the
group;
d) Mechanisms provided to solve the eventual conflicts of interest that may arise.
See sections: C.4 and C.7
Not applicable
5. That, although not required expressly by commercial Law, the operations entailing a
structural modification to the company and in particular those operations listed below shall be
submitted to the approval of the General Meeting of Shareholders:
d) The transformation of listed companies into holding companies by means of
“affiliation” or incorporation of subsidiary entities of essential activities so far developed
by the company itself, even if the company holds full control over them;
e) Acquisition or disposal of essential operational assets, when entailing an factual
modification of the Company’s purpose;
f) Operations of similar effect to the liquidation of a company.
Complied with
4. Detailed proposals of resolutions to be adopted by the General Meeting of Shareholders,
including the information referred to in recommendation 28 will be made public at the time of
publishing the announcement of the General Meeting of Shareholders.
Complied with
5. Substantially independent matters shall be voted separately at the General Meeting of
Shareholders, in order for the shareholders to exercise their voting preferences separately.
Such rule shall be applied in particular to:
c) The appointment or ratification of directors, which shall be voted on individually;
d) In the event of amendments to the Articles of Association, each substantially
independent article or group of articles shall be voted on separately.
See section: E.8
Complied with
6. Companies should allow the vote to be fractioned in order for the financial intermediaries
that appear legitimized as shareholders but who act on behalf of various clients to cast their
votes in accordance with their clients’ instructions.
See section: E.4
Complied with
454
7. The Board should perform its functions with a single purpose and independently and treat all
shareholders equally. The interest of the Company, understood as maximising continuously the
company’s economic value, should guide the Board.
The Board should ensure that in its relationships with its stakeholders that the company abide
by all laws and regulations, observe its obligations and contracts in good faith, respect the
customs and best practices of sectors and territories where the activity takes place, and
observe the additional principles of social responsibility accepted voluntarily.
Complied with
8. The Board should undertake, as its main purpose, to approve the company’s strategy and
organization necessary to put them into practice and supervise and ensure that the
Management team complies with the goals set out and respects the company’s purposes and
interests. And, to do so, the Board should reserve for itself the power to approve the following:
d) The Company’s general policies and strategies and in particular:
i) The strategic or business plan, together with the management goals and annual
budget;
ii) Investment and financing policy;
iii) The definition of the structure of the companies’ group;
iv) The corporate governance policy;
v) Corporate social responsibility policy;
vi) Senior management remuneration and Performance evaluation policy;
vii) Risk control and management policy and the periodical follow-up of the
internal systems of information and control.
viii) Dividends policy. Treasury stock policy and especially its limits.
See sections: B.1.10, B.1.13, B.1.14 and D.3
e) The following resolutions:
vi) On the proposal of the Company’s chief executive, the appointment and removal
of senior managers and their indemnity clauses.
See section: B.1.14.
vii) Directors’ remuneration and the additional remuneration of executive directors
for their executive functions and other conditions their contracts must respect.
See section: B.1.14.
viii) Financial information which, due to being a listed company, must be disclosed
publicly and periodically.
ix) Investments and operations of any type which, due to their excessive amount or
special features, have a strategic nature, except when their approval is the
competency of the General Meeting of Shareholders;
x) The creation or acquisition of interests in special purpose entities or whose
registered office is in countries or territories that have the consideration of tax
havens and any other similar transaction whose complexity could tarnish the
group’s transparency.
f) The operations the company carries out with directors, or significant shareholders or
shareholders represented on the Board or with persons associated with them (“related
operations”). That authorization from the Board will not however be necessary in any related operations meeting the three following conditions:
455
1. Those carried out by virtue of contracts whose terms are standard and are applied massively to a large number of customers; 2. Those made at prices or tariffs generally established by those acting as providers
of the relevant goods or services; 3. Amounts not exceeding 1% of the company’s annual income. It is recommended the Board approve the related operations subject to receiving a favourable report from the Audit Committee or, when applicable, from any other
body charged with that function. When deciding, the directors affected, who can neither act as such nor delegate their vote, should leave the meeting room while the Board is deliberating and voting.
It is recommended the competencies here granted to the Board should not be delegable, except those under subsections b) and c), which can be adopted for reasons of urgency by the Executive Committee and later ratified by the Board in full.
See sections: C.1 and C.6
Complied with
9. It is recommended that the Board be of an appropriate size in order to allow for efficiency
and facilitate participation. It is advisable that the number of members not be lower than five
or greater than fifteen.
See section: B.1.1
Explain
The functioning of the Board is effective and participatory. There are now 20 members. The size of
the Board is the result of the merger of Acesa Infraestructuras, S.A. and Aurea Concesiones de
Infraestructuras, S.A., initially with 12 members from Acesa, seven from Aurea and one executive
officer with the maximum executive powers.
10. Non independent or proprietary external directors and independent directors should
represent a large majority in the Board and the number of executive directors should be the
minimum necessary, taking into account the complexity of the company group and the
percentage of participation of executive directors in the company’s capital.
See sections: A.2, A.3, B.1.3 and B.1.14.
Complied with
11. If there is an external director who is neither proprietary nor independent, the company
should explain such circumstance and the links of that director with the company, the
managers or the shareholders.
See section: B.1.3
Complied with
12. Among the external directors, the ratio between the number of proprietary or non-
independent directors and independent directors should reflect the existing ratio between the
share capital represented by proprietary or non-independent directors and the rest of the share
capital.
456
This criterion of strict proportionality may be lessened by giving more weight to non-independent directors in proportion to the total percentage of capital they represent in the following cases:
1. In highly capitalized companies in which there are almost no interests considered significant by law although there are shareholders with share packages of high absolute value. 2. Companies with a plurality of shareholders represented on the Board and with no links
between them.
See sections: B.1.3, A.2 and A.3
Complied with
13. The number of independent directors should be less than a third of the total number of
directors.
See sections: B.1.3
Explain
See recommendation number 9.
14. The nature of each director should be explained by the Board before the General Meeting
of Shareholders in charge of appointing him or ratifying his appointment. Such appointment
should be confirmed, and as the case may be, revised yearly in the Annual corporate
governance report, subject to verification of the Appointments Committee. The report should
also explain why proprietary or non-independent directors proposed by shareholders holding
less than 5% of capital have been appointed. It should also explain why formal proposals to
appoint directors have been turned down when coming from shareholders holding the same or
more shares than those whose proposals for appointing non-independent directors have been
accepted.
See sections: B.1.3 and B.1.4
Complied with
15. If the number of women directors is very low or nil, the Board should explain the reasons
and initiatives adopted to correct such situation. In particular, the Appointments Committee
should take special care when filling the new vacancies and see to the following:
a) The selection proceedings are not implicitly biased, hindering the appointment of women
directors;
b) The company should deliberately search and include in the potential candidates, women
fulfilling the professional profile required.
See sections: B.1.2, B.1.27 and B.2.3.
Explain
The Board is willing to improve the presence of women directors in the Board. To do so, the
Appointments Committee places special care in meeting that goal when selecting possible candidates
in the event of renewals at the Board. Please note that the 3rd Vice-Chairmanship corresponds to the
representative of G3T, S.L. Ms. Carmen Godia Bull.
457
16. The Chairman, as the person in charge of the Board’s proper functioning, should ensure
that the Directors receive sufficient information prior to the meetings. He should stimulate
debate and the active participation of directors during the Board meetings, defend their
freedom to take positions and speak. He should organize and coordinate with the relevant
Committee Chairmen the periodical evaluation of the Board and, when applicable, the
evaluation of the Chief Executive Officer or Chief Executive.
See sections: B.1 42
Complied with
17. When the Board’s Chairman is also the Company’s Chief Executive, one of the
independent directors should be empowered to propose the convening of the Board or the
inclusion of new points in the agenda to allow the external directors to express their
concerns and to guide the evaluation of the Chairman by the Board.
See sections: B.1.21
Explain
Given the shareholding structure of the company, and the Board of Directors, with the presence of 14
proprietary directors and an executive officer with delegated powers, it is not deemed advisable to
have an independent director convoke the Board.
18. The Board’s secretary should take special care to ensure the Board’s actions regarding the
following points:
d) Are in line with the letter and spirit of current legislation and regulations, including the
provisions adopted by the regulatory bodies;
e) Are in line with the Articles of Associations and the Regulations of the General Meeting
of Shareholders, the Regulations of the Board of Directors and other company’s
Regulations;
f) Take into account the recommendations on good governance in this Unified Code
accepted by the company. Furthermore, to safeguard the independence, impartiality and professionalism of the Secretary, his appointment and removal should be undertaken subject to the report of the Appointments Committee and approved by the Board of Directors in full. Such
appointment and removal procedure should appear in the Board of Directors’ Regulations.
See sections:B.1.34
Complied with
19. The Board should meet as frequently as necessary to efficiently perform its functions, by
following a programme with specific dates and issues established at the beginning of the year.
Each director is allowed to propose other points to the agenda not included initially.
See sections:B.1.29
Complied with
20. The non-attendance of directors at the meetings of the Board should be limited to
situations of utmost necessity and shall be recorded in the Annual corporate governance
report. If proxy representation is essential, it shall be granted with instructions.
See sections:B.1.28 and B.1.30
458
Complied with
21. When directors or the Secretary express their concerns on any proposal or, with regards to
the directors, on how the company evolving and such concerns are not resolved by the Board,
such concerns should be recorded in the minutes at the request of those expressing them.
Complied with
22. The Board in full should evaluate once a year the following:
d) The quality and efficiency of the Board’s functioning;
e) The performance of functions by the Board’s Chairman and by the Chief Executive of
the Company;
f) The working of its committees, starting from the report these committees submit to
the Board.
See sections: B.1.19
Complied with
23. The directors should have the right to gather additional information necessary in their
judgement on matters of the Board’s competency. And, except when the Articles of Association
and the Regulations of the Board of Directors establishes otherwise, they should address their
request to do so to the Chairman or the Secretary of the Board.
See section: B.1.42
Complied with
24. All the directors should have the right to obtain from the company the necessary advice to
perform their functions. The company should open the appropriate channels which in special
circumstances may include the external advice charged to the company.
See section: B.1.41
Complied with
25. The companies should set up an orientation programme giving the new directors a quick
and sufficient knowledge of the Company and of its corporate governance rules. They should
also offer directors knowledge updating programmes when circumstances warrant it.
Complied with
26. The companies should require the directors to dedicate the necessary time and effort to
perform their function efficiently and therefore:
c) The directors should inform the Appointments Committee of their remaining
professional obligations as they may interfere with their job of directors;
d) The company should pass rules on the number of Boards its Directors are allowed to
sit on.
See sections:B.1.8, B.1.9 and B.1.17
Partially complied with
459
So far, the company has decided not to limit the number of Boards beyond the legal or statutory
limitations established.
27. The directors’ appointment or re-election proposal of the Board of Directors to the General
Meeting of Shareholders and the provisional appointment by cooption is approved by the
Board:
c) At the proposal of the Appointments Committee, when appointing or re-electing
independent directors.
d) Subject to a report by the Appointments Committee, when appointing or re-electing
the remaining directors.
See section: B.1.2
Complied with
28. The companies should post and update the following information on their directors on their
websites:
f) Professional and biographic profile;
g) Other Boards of Directors of listed or unlisted companies he or she sits on;
h) Indicating the director category. If proprietary or non independent, indicate the
shareholder represented or related to.
i) Date of first appointment as company director and appointments thereafter, and;
j) Shares in the company or share options held.
Complied with
29. Independent directors should not hold office as such for a continuous period longer than 12
years.
See section: B.1.2
Complied with
30. Proprietary or non independent shareholders should submit their resignation when the
shareholder they represent sells all its shares in the company. When such shareholder sells
only part of its shares requiring a decrease in the number of proprietary directors, a number of
proprietary directors proportional to that decrease should also submit their resignation.
See sections: A.2, A.3 and B.1.2
Complied with
31. The Board of Directors shall refrain from removing any independent director before his
statutory mandate term of office established under the Articles of Association has expired,
except when there exists justification, as seen by the Board, subject to the report of the
Appointments Committee. In particular, a justification exists when a director fails to comply
with the duties of his office or is subject to the circumstances described in point 5 of section III
of definitions of this Code.
The removal of directors can also be proposed as a result of takeover bids, mergers and
other similar corporate operations entailing a change in the structure of the company’s
capital when such changes in the Board’s structure are fostered under the proportionality
criterion as per Recommendation 12.
460
See sections:B.1.2, B.1.5 and B.1.26
Complied with
32. The companies should establish rules obliging Directors to report and, when applicable,
resign when the credit and reputation of the company may be damaged and, in particular, the
Board of Directors should be informed when Directors are being prosecuted and if any other
court proceedings in which they are involved.
If a director were prosecuted or subpoenaed to appear in court for any of the offences
indicated in Article 124 of the Spanish Public Limited Companies Act, the Board shall
examine the case as soon as possible and basing its opinion on the specific circumstances,
should decide to confirm or remove the director from his position. The Board should give a
proper account of the above in its annual corporate governance report.
See sections: B.1.43, B.1.44
Complied with
33. All directors should clearly express their opposition when they believe that proposals
submitted to the Board are contrary to the general interest. The same should be done,
especially in respect of the independent directors and directors not affected by potential
conflicts of interest, with regards to decisions that may damage the shareholders not
represented on the Board.
Should the Board adopt significant or repeated decisions on matters about which the
director had formulated serious reservations, the director should draw the appropriate
conclusions, and, should he decide to resign, he should explain the reasons in a letter
referred to in the following recommendation.
This recommendation also includes the Board secretary, even if he is not a director.
Complied with
34. If a director leaves office before the end of term, either due to resignation or other
reasons, he should explain those reasons in a letter addressed to all the members of the
Board. Without prejudice to reporting such matter as a relevant event, the reason for his
resignation will be included in the Annual Corporate Governance Report.
See section: B.1.5
Complied with
35. The remuneration policy approved by the Board should at least cover the following
matters:
461
e) Amount of fixed items, breaking down, as the case may be, the expenses paid for
attending meetings of the Board and Committees and a calculation of the annual fixed
remuneration that said expenses amount to;
f) Variable remuneration items, including, in particular:
i) Categories of directors to whom they apply and an explanation of the relative
importance of variable remuneration items with regards to fixed items.
ii) Performance evaluation criteria as a basis of any right to remuneration paid
in shares, share options or any other variable component;
iii) Fundamental parameters and the grounds of any system of annual bonuses
or other benefits not paid in cash; and
iv) Calculation of the absolute amount of variable remuneration to be received
according to the proposed remuneration plan, depending on the degree of
compliance of the assumptions hypothesis or targets used as a reference.
g) Main features of benefit systems (for example, complementary pensions, life insurance
and the like), including an estimate of their amounts or equivalent annual cost.
h) Terms to be respected by the contracts with those persons exercising senior
management functions, such as executive directors, including among others the
following:
i) Term of office;
ii) Notice terms; and
iii) Any other terms relating to contract bonuses and compensation or golden
parachute clauses for early termination or for termination of the contractual
relationship between the company and the executive director.
See section:B.1.15
Complied with
36. Remuneration by means of payment in company’s shares or shares of companies in the
same group, share options or instruments indexed to share values, variable remuneration
linked to the company’s performance or benefit systems, should be limited solely to executive
directors.
This recommendation will not include the payment in shares if directors are obliged to keep
them during their term in office.
See sections: A.3 and B.1.3
Complied with
37. The remuneration of external directors should be sufficient to cover their time,
qualifications and the responsibility required by their office; it should not, however, be so high
as to jeopardize their independence.
Complied with
38. Remuneration related to the company’s results should take into account the possible
qualifications included in the external auditor’s report which decrease said results.
Complied with
462
39. With regards to variable remuneration, remuneration policies should include the precise
technical mechanisms to ensure that such remuneration is related to the professional
performance of its beneficiaries and are not merely the result of the general evolution of
markets or of the company’s business sector or other similar circumstances.
Complied with
40. The Board of Directors should submit to a vote by the General Meeting of Shareholders, as
a different point in the agenda and with consultative effects, a report on the directors’
remuneration policy. Such report should be placed at the disposal of shareholders separately or
in any other form deemed appropriate by the Company.
This report will focus especially on the remuneration policy approved by the Board for the
year in progress, and when applicable, for future years. It will address all the matters
included in Recommendation 35, except those aspects that may involve the disclosure of
sensitive commercial information. It will highlight the most significant changes to such
policies compared against the policy applied last year to which the General Meeting of
Shareholders refers. It will also include an overall summary on how that remuneration
policy was applied in the preceding year.
The Board should also inform the role played by the Remuneration Committee in
the making of remuneration policy and, if external advice has been used, identify
the external consultants who provided it.
See section:B.1.16
Complied with
41. The Management’s report should include the individual remuneration of directors during
the year and should include the following:
a) Individualized breakdown of remuneration of each director and should include the
following:
ix) Attendance expenses and other fixed remuneration as director;
x) Additional payments as chairman or as member of any other Board committees;
xi) Any other remuneration such as participation in benefits or bonuses, and the
reason why they were granted;
xii) Contributions in favour of a director for defined contribution pension plans,
or the increase of the vested rights of the director with regards to contributions to
defined benefit plans;
xiii) Any other agreed or paid compensation in the event of termination of their
duties;
xiv) Remuneration received as director of other group companies;
xv) Remuneration for the carrying out senior management duties by executive
officers;
xvi) Any other remuneration other than the above, irrespective of its nature or
entity or group that pays it, especially in respect of related operations or when the
failure to disclose it could distort the fair view of the total remuneration received by
the Director.
463
b) The itemized breakdown of the payment in shares, share options or any other
securities indexed to the value of the shares, detailing the following:
v) Number of shares or share options in the year and conditions for exercising them;
vi) Number of share options exercised during the year, indicating the number of
related shares and the exercise price;
vii) Number of share options to be exercised at the year end, indicating the price,
date and the other requirements applied in the year;
viii) Any modification during the year of the terms for exercising the options
already given.
c) Information on the relationship, in said preceding year, between the remuneration
obtained by the executive directors and the company’s results and other performance
measures.
Explain
Legal requirements are met and information is not broken down, out of respect for privacy.
42. When a Managing or Executive Committee exists (hereinafter, referred to as “Executive
Committee”) the structure of the different categories of directors who form part of it should be
similar to that of the Board itself and its secretary should be the secretary of the Board. See sections: B.2.1 and B.2.6
Partially complied with
Based on its current configuration, the Board of Directors considers more appropriate for knowledge and
dedication, not to include independent directors in other committees – as they are not constituted,
especially bearing in mind the structure of capital and the Board itself.
43. The Board should at any moment know all the matters tabled and all the resolutions
adopted by the Executive Committee, and all the members of the Board should receive a copy
of the minutes of the Executive Committee’s meetings.
Complied with
44. The Board of Directors should establish, besides an Audit Committee required by the
Securities and Exchange Act, a single Committee, or two separate ones, to handle
Appointments and Remuneration.
The rules and working of the Audit Committee and Appointments and Remuneration
Committee should be set down in the Board’s Regulations and include the following:
a) The Board should appoint the members of these Committees, taking into account the
knowledge, aptitudes and experience of Directors and the tasks of each Committee; it
should deliberate on their proposals and reports; and during the first Board meeting in full
after their meetings, they should report on their activities and be accountable for the
work carried out;
464
b) Such Committees should be exclusively made up of at least three external directors,
without prejudice to the attendance of executive directors or senior managers, when
expressly agreed by the members of the Committee.
c) Their presidents should be independent directors.
d) They can seek external advice when necessary for the performance of their duties.
e) Minutes should be taken of their meetings and copies should be sent to all the
members of the Board of Directors. See sections:B.2.1 and B.2.3
Partially complied with
Sections a,b,d and e are fully met while c is partially so.
45. The supervision of observance of internal codes of conduct and rules of corporate
governance is a function of the Audit Committee, the Appointments Committee, and if
separate, the Compliance or Corporate Governance Committee.
Complied with
46. The members of the Audit Committee and especially their president should be appointed
taking into account knowledge and experience in the subject of accounting, auditing and risk
management.
Complied with
47. The listed companies should have an internal audit function which, under the oversight of
the Audit Committee, should ensure the proper functioning of the information and internal
control systems.
Complied with
48. The person responsible for the internal audit task should submit an annual work plan to
the Audit Committee; the Audit Committee should be informed directly of any incidences that
occur; and an activities report should be submitted at the end of each year.
Complied with
49. The risk control and management policy should identify at least:
e) The different types of risks (operational, technological, financial, legal, reputational,
etc.) that the Company faces, including, amongst the financial or economic risks,
contingent liability or off-balance sheet risks;
f) The establishment of a risk level deemed acceptable by the Company;
g) Measures provided to mitigate the impact of the risks identified if they materialize;
h) The information and internal control systems to be used to control and manage said
risks including the contingent liability risks or off-balance sheet risks.
See section: D
465
Complied with
50. The Audit Committee should be empowered to:
1. With regards to the information and internal control systems:
e) Oversee the process of preparing financial information on the company and its
integrity and, as the case may be, in relation to the group, reviewing compliance with
legislative requirements, the appropriate limits to the consolidation scope and the
proper application of accounting principles.
f) Periodically review of the internal control systems and risk management, to
identify, manage and adequately disclose the main risks.
g) Ensure the independence and efficacy of the internal audit function; propose the
selection, appointment, re-election and removal of the person in charge of the internal
audit service; propose the budget for this service; receive periodical information on its
activities; and verify that senior management takes into account the conclusions and
recommendations of their reports.
h) Establish and monitor a mechanism allowing employees to report confidentially, and
if necessary, anonymously, any major irregularities, especially of a financial or
accounting nature that have been detected in the company.
2. With regards to the external auditor:
e) To submit to the Board of Directors proposals for the selection, appointment, re-
election and replacement of the external auditor and the respective terms of
engagement.
f) To receive regular information from the external auditor on the audit plan and the
results of its execution, and verify that senior management takes its recommendations
into account.
g) Guarantee the independence of the external auditor, and to do so:
iii) The Company should report to the Spanish Securities and Exchange Commission
(CNMV) the change of auditor as relevant event and should attach it to a statement
regarding the possible existence of disagreements with the leaving Auditor and, as
the case may be, on the contents of said disagreements.
iv) To ensure that the company and the auditor abide by the current rules on the
provision of non-auditing services, the limits of concentration of auditing business,
and, in general, any other rules established to ensure auditor independence;
iii) In the event of a waiver by the external auditor, examine the circumstances
originating it.
h) Should there be a group of companies, ease the way for the group auditor to take
on the audits of the companies forming part of the group.
See sections: B.1.35, B.2.2, B.2.3 and D.3
Complied with
51. The Audit Committee should be able to interview any company employee or managers,
and have them appear for interview without the presence of any other managers.
466
Complied with
52. The Audit Committee should report to the Board, prior to the adoption of its relevant
resolutions, on the following matters referred to in Recommendation 8:
d) Financial information which, due to being a listed company, must be disclosed publicly
and periodically. The Committee should make sure the interim accounts are formulated
under the same accounting principles as the annual accounts and, to do so, should
consider whether it is advisable that the external auditor perform a limited review.
e) The creation or acquisition of interests in special purpose entities or whose registered
office is in tax havens and any other similar transaction whose complexity could tarnish
the group’s transparency.
f) The related operations, except when the prior reporting function has been assigned to
another monitoring and control committee.
See sections:B.2.2 and B.2.3
Complied with
53. The Board of Directors will do its best to present the accounts to the General Meeting of
Shareholders without reservations or qualifications in the Audit Report, and, in exceptional
cases when there are, the Audit Committee’s Chairman and the auditors should explain clearly
to the Shareholders the content and scope of these reservations and qualifications.
See sections: B.1.38
Complied with
54. Most of the members of the Appointments Committee – or Appointments and
Remuneration Committee, if there is only one - should be independent directors.
See sections: B.2.1
Explain
The composition of the Appointments and Remuneration Committee relates to the weight of the
groups of directors (4 proprietary and 1 independent).
55. The Appointments Committee’s functions, apart from those indicated under the preceding
Recommendations, are as follows:
e) To evaluate the competencies, knowledge and experience necessary of the Board;
define, subsequently, the functions and skills necessary the candidates for each vacancy
must possess, and evaluate the time and dedication necessary to carry out their tasks
successfully.
f) To analyse and organize, in the most appropriate manner, the succession of the
chairman and chief executive and, when applicable, to make proposals to the Board, in
order for such succession to take place orderly and in a well planned manner.
g) To report on the appointments and removal of senior managers that the chief
executive proposes to the Board.
467
h) To report to the Board on matters of gender equality included in Recommendation 14
of this Code.
See sections:B.2.3
Complied with
56. The Appointments Committee should consult with the Company’s Chairman and the Chief
Executive, especially in matters regarding executive officers.
And any director may be able to propose that the Appointments Committee consider
possible suitable candidates to fill director vacancies.
Complied with
57. The Remunerations Committee should, apart from those indicated under the preceding
recommendations, have the following powers:
a) To propose to the Board of Directors the following:
iv) The Directors and Senior Managers remuneration policy;
v) The individual remuneration of executive directors and the rest of their contractual
terms and conditions.
vi) The basic terms of senior manager contracts.
b) To ensure that the remuneration policy laid down by the company is met.
See sections: B.1.14 and B.2.3
Complied with
58. The Remuneration Committee should consult with the Chairman and the Chief Executive of
the Company, especially in matters regarding executive officers and senior managers.
Complied with
G - OTHER USEFUL INFORMATION
If you believe there is a principle or aspect applied by your company which is relevant to
good governance practices that has not been addressed in this Report, please, indicate it and explain its content below.
CLARIFICATION OF SECTION A.2
Inversiones Autopistas, S.L. is controlled by Criteria CaixaHolding, S.A.U. (formerly named
CaixaHolding, S.A.U.) and Vidacaixa, S.A. de Seguros y Reaseguros controlled by CaixaBank,
S.A.
468
In accordance with section 10 of the notice sent to the CNMV on 30 June 2011, the company
communicates that after the reorganization operations of the group “la Caixa”, whose
execution was announced by relevant fact on 30 June 2011, the direct and indirect
participation of CaixaBank (formerly named Criteria Caixa Corp, S.A.) was practically entirely
transferred to “la Caixa”.
According to additional information of section 10 of the notice sent to the CNMV on 1 August
2011, the company communicates that in compliance with the provisions of the framework
agreement of 27 January 2011, signed among “la Caixa”, Criteria Caixa Corp, S.A. (now named
CaixaBank, S.A.) and MicroBank de “la Caixa”, communicated in the relevant fact of the same
day 27 January 2011, “la Caixa” contributes to CaixaHolding, S.A.U. (now Criteria
CaixaHolding, S.A.U.) its interests in Abertis.
The joint share was arranged through an Investment and Shareholders’ Agreement entered
into by Trébol Holdings, S.a.r.L. and ACS, Actividades de Construcción y Servicios, S.A. on 10
August 2010, whose main purpose was to take a significant but minority shareholding in
Abertis through the companies Trébol International BV and Admirabilia, S.L.
Trébol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS,
Actividades de Construcción y Servicios, S.A. holds the remaining 40%. However, there are
certain restricted matters for which certain resolutions require a qualified majority in order to
ensure the agreement of both partners.
In turn, Trébol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several
investment funds or collective investment institutions (Limited Partnerships), and there is no
company that controls the company. CVC Capital Partners has no powers to exercise the voting
rights.
CLARIFICATION OF SECTION A.3
Shareholding of the spouse of Salvador Alemany Mas of 20,630 voting rights.
Shareholding of the spouse of Ricardo Fornesa Ribó of 18,928 voting rights.
CLARIFICATION OF SECTION A.4
Abertis has no evidence of any relevant relationship between significant shareholdings,
excluding those that arise from normal trading transactions.
CLARIFICATION OF SECTION A.5
See section C.2.
CLARIFICATION OF SECTION B.1.12
The new organizational structure has been taken into account. Furthermore, Senior
Management has received as other benefits, contributions to pension obligations and life
insurance and others totalling 424 thousand Euros and 244 thousand Euros.
CLARIFICATION OF SECTION B.1.37
469
Other non-audit work includes 413 thousand Euros for the company and 346 thousand Euros
for the Group, for legal services rendered by Landwell.
CLARIFICATION OF SECTION B.1.40
Mr. Florentino Pérez Rodríguez holds 12.52% of ACS, Actividades de Construcción y Servicios,
S.A. through Inversiones Vesan, S.A.
Inversiones Vesan, S.A. is a holding company of Mr. Florentino Pérez Rodríguez through his
100% holding in Rosan Inversiones, S.L. and is the shareholder of ACS, Actividades de
Construcción y Servicios, S.A. of the abovementioned 12.52% of it share capital.
Shareholding of spouse and minor children of Marcelino Armenter Vidal.
ADDITIONAL INFORMATION TO SECTION C.2
The transactions with other related entities are set out below:
Between VidaCaixa Grupo, S.A. and Abertis Infraestructuras, S.A. the following relevant
transactions took place:
- In the amount of 280,000 thousand Euros, nature of the transaction: Contractual and type
of transaction: Financial Agreements: loans and capital contributions (borrower) - Loan.
- In the amount of 1,564 thousand Euros, nature of the transaction: Contractual and type of
transaction: Receipt of services (insurance).
Between Dragados, S.A. and Autopistas, Concesionaria Española, S.A. the following relevant
transactions took place:
- In the amount of 29,238 thousand Euros, nature of the transaction: Commercial and type of
transaction: Purchase of tangible assets.
CLARIFICATION TO SECTION C.3
The information on the remuneration of the Board of Directors and Senior Management is set
out in notes B.1.11 and B.1.12, respectively.
CLARIFICATION TO SECTION C.5
The reference in Article 127 of the Public Limited Companies Act must be understood as made
to Articles 229 and 230 of the Capital Company Act.
CLARIFICATION TO SECTIONS E.1, E.2 AND E.3
The reference made to the Public Limited Companies Act, must be understood made to the
Capital Company Act.
ADDITIONAL INFORMATION in the attached appendix is annexed to the report on functions and
activities of the Audit and Control Committee (2011), as well as the Complementary Report to
the Annual Report of Corporate Governance corresponding to the financial year 2011 that the
Board of Directors of Abertis Infraestructuras, S.A. presents on the aspects contained in Article
61 bis of the Securities Market Act.
470
This section may also include any other information, clarification or nuance related to the
preceding sections of the report, to the extent that they are relevant and not repetitive.
Specifically, please indicate whether the company is subject to legislation other than Spanish
law in areas of corporate governance, and, as the case may be, include any information that
must be provided other than that required under this report.
Mandatory definition of independent director:
Indicate whether any of the directors has now or in the past had a relationship with the company, its significant shareholders or directors, which, if sufficiently important or significant, would have barred the director from classification as independent in accordance
with the definition under section 5 of the Unified Code of Good Governance:
NO
Date and Signature:
This annual corporate governance report was adopted by the Board of Directors at its meeting on
21/02/2012.
Indicate if any directors voted against the adoption of this report or if they abstained from
approving it.
NO
Report of the Audit and Control Committee
This report was submitted by the Audit and Control Committee to the
Board of Directors of Abertis Infraestructuras, S.A. (abertis) and was approved on 21 February 2012.
Composition, duties and functioning
471
The Audit and Control Committee was created by the Board of
Directors on 14 April 2002.
The aspects related to its composition, powers and rules have been modified in order to comply with the obligations and
recommendations made after its creation.
d) Composition
This Committee is an internal body of the Board of Directors and
therefore it is made up of Company directors. The majority of its members are external directors (with no executive functions)
appointed by the Board of Directors. Its chairman is elected from amongst such external directors and renewed every four years. One
year after stepping down, the chairman may be re-elected. By complying with these requirements, the Committee strengthens and
guarantees the independence of its opinions and representations.
The directors that were members of the Committee during 2011
were:
Position Members Date of appointment
Nature
Chairman Ernesto Mata López 23/06/2003 Independent external member
Board member
Marcelino Armenter Vidal 26/05/2009 External nominee member
Board member
Emilio García Gallego 01/04/2008 Independent external member
Secretary Marta Casas Caba 27/11/2007 Non-voting secretary
e) Duties
Pursuant to Article 22 of the Articles of Association of abertis and
Article 13 of the Board of Directors' Regulations, the basic duties
of the Audit and Control Committee are as follows:
472
k) Oversee the company’s financial reporting and internal
control processes.
l) Propose the appointment of auditors or audit companies, the applicable terms of business, the scope of their professional
mandate and, if appropriate, the renewal or otherwise of
their appointment, all in accordance with applicable
legislation.
m) Report to the General Shareholders’ Meeting on the issues
raised by the shareholders concerning areas in the
Committee’s remit.
n) Review the Company’s accounts and monitor compliance with legal requirements and the proper application of
generally accepted accounting principles, as well as report
on the proposals for the modification of accounting principles and criteria suggested by management.
o) Enable communication between the Board of Directors and the Auditors, evaluate the results of each audit and the
responses of the management team to its recommendations, and mediate whenever there are discrepancies between the Auditors and management concerning applicable principles
and criteria in the preparation of financial statements.
p) Oversee internal audit services, verifying their adequacy and
integrity and reviewing the appointment and substitution of
those responsible for it.
q) Oversee the performance of the audit engagement, ensuring
that the opinion on the annual accounts and the main
content of the audit report are drafted clearly and precisely.
r) Build the relevant relationships with the auditors or audit
companies in order to receive information on those issues
that may jeopardise their independence, for review by the Committee and any other issues related to the audit, as well
as any information provided under auditing legislation and
technical auditing standards. In any event, they should
receive from the auditors or audit companies annually written confirmation of their independence with respect to
473
the entity or entities related to it, directly or indirectly, and
information on additional services of any kind provided to
these entities by the aforementioned auditors or companies or entities related to them in accordance with Audit Law
19/1988.
s) Issue annually, prior to the issue of the audit report on the
accounts, a report expressing an opinion on the independence of the auditors or audit companies. This report
should, in any event, express an opinion on the additional
services referred to above.
t) Consider the suggestions made by the Chairman of the Board of Directors, the Board members, the managers or the
shareholders of the Company.
f) Functioning
The basic principles of action and the system of internal
functioning of the Committee are regulated by the Regulations of the Board of Directors.
The Committee is a body of an informational and consultative nature, without executive functions and with powers to inform, advice and propose within its sphere of action.
The Audit and Control Committee meets as often as necessary to undertake its functions and is convened by the Chairman of the
Committee at his discretion, or at the request of the Chairman of
the Board of Directors or two members of the Committee.
Any member of the management team or employee of the
company can be obligated to attend the Committee’s meetings and
to collaborate by providing the information at their disposal when asked to do so. The Committee may also request the presence of
the Company’s auditors at its meetings.
The Audit and Control Committee is validly constituted when the majority of its members, present or represented, attend. Its
474
decisions are adopted by the majority of the persons attending,
present or represented.
Where applicable, and by default, the functioning rules of the Board of Directors apply.
Activities
During 2011 the Audit and Control Committee held eight meetings
and carried out the following activities:
f) Revision of economic and financial information
Annual Accounts
During February 2011 the Audit and Control Committee read and reported positively on the annual accounts and directors'
report, individual and consolidated, of abertis for 2010, before their submission to the Board of Directors for their formal
preparation.
In this respect, and among other procedures, during the same
meeting:
o It discussed with the people responsible for their
preparation matters such as the reasonableness of the development of the figures, major transactions or events
in the period, changes in accounting policies and any
other significant information.
o Information was provided concerning the conclusions of
the external auditor's work on the individual and
consolidated annual accounts for that year.
Interim financial statements
In July 2011 the Audit and Control Committee read the interim
financial statements and reported favourably on them to the Board of Directors, before their approval.
475
Similarly, during that meeting, the Committee continued to
apply the same procedures (discussing and checking with the
people responsible for their preparation and obtaining an understanding of the conclusions of the limited review carried
out by the external auditors) indicated above.
Quarterly economic-financial information and other requirements
The Audit and Control Committee has reviewed the regular public information and information on any other requirements that the Company sends to the National Securities Market
Commission, following discussion and verification with the people responsible for its preparation described above, verifying that such information is presented in a manner consistent with
the accounting and consolidation principles applied in the
preparation of the annual accounts.
Other information: corporate restructuring and dividends
During the first meeting in April, the Committee approved the formation of an Independent Committee in order to ensure the
adequate valuation of the terms of the business restructuring of the Abertis Group carried out during the year (in particular, the equivalent valuation of the option to receive dividends in
cash or in kind).
As a result of the distribution of interim dividends, during the
meeting of June 2011 (extraordinary interim dividend) and
during the meeting of October 2011 (interim dividend) and prior to their submission to the Board of Directors, the
Committee reviewed the statements evidencing the existence of
profits enabling the distribution of an interim dividend and the
forecast accounting statements of liquidity evidencing the
existence of sufficient liquidity to complete the distribution.
Financial Reporting Internal Control System (SCIIF)
The Committee has verified that the recommendations of the
task force created to this effect by the National Securities
476
Market Commission have been reasonably complied with and
overseen the preparation of the complementary report attached
to the Annual Corporate Governance Report, in accordance with the obligation to report on the Financial Reporting Internal
Control System contained in the Sustainable Economy Law.
Similarly, it has read the results of the internal audit reviews
carried out during the year in relation to the supervision of the SCIIF report and the results of the external auditor's review of
the attached complementary report.
g) Relationship with the auditors
Appointment of auditor
The functions of the Audit and Control Committee are, amongst others, guiding and proposing to the Board of Directors the
appointment of an Auditor and safeguarding their independence.
The Committee decides on the auditor selection criteria in order to
achieve the maximum unification of Group criteria, cost optimization and the generation of possible synergies in the audit
process. All external audit engagements are subject to this process, in both the parent company and the companies in which abertis holds a majority stake.
In May 2011 the proposal was submitted to the Board of Directors
(for submission to the General Shareholders' Meeting) to renew
PricewaterhouseCoopers as the auditors of the annual accounts of
abertis for 2011. This proposal was submitted within the
framework of the results of the selection processes carried out by
the Committee on a regular basis and which involved audit firms of
recognised prestige.
Fees and independence
The Committee has monitored the fees of the audit firms (lead
and other auditors), including those related to other professional services provided to abertis and its group.
477
Particularly noteworthy is the fact that such other professional
services provided in 2011 are not in conflict with auditing
activities under the rules on conflicts of interests contained in the Finance Law.
The Committee has verified that there are no objective reasons
to question the auditor's independence (by obtaining letters of
confirmation of independence and reviewing the fees received for audit work and other services) and has issued a report on
independence of the auditors in accordance with Securities
Market Law 24/1988.
h) Follow-up of legislative development
The Committee has been informed of the development of legislation and the actions undertaken in relation to accounting,
financial reporting and criminal liability of legal persons.
i) Internal audit supervision
The functions of the Audit and Control Committee include the supervision of the efficiency of the abertis Group's internal control
system and risk management systems. This function is mainly undertaken through Internal Audit activities.
Functions
The most important functions of the Internal Audit are:
Assess whether the established systems guarantee a
reasonable level of internal control and policies, plans,
procedures, rules and regulations are being complied with
correctly.
Establish mechanisms to identify and carry out a follow-up of the inherent risks to the various key businesses and
processes in the diverse business and support areas through
478
the permanent evaluation of the controls set up to mitigate
risks.
Guarantee the reliability and integrity of the financial and operating information and the means used to prepare it.
Guarantee, through information systems audits and the
permanent evaluation of procedures, the appropriateness,
usefulness, efficiency, reliability and safeguarding of information and information systems.
Collaborate with external auditors in order to align their
tasks with Internal Audit objectives.
Report to the Management Team, the Chief Executive Officer and the Audit and Control Committee any anomalies or
irregularities found, as well as any respective remedial
actions proposed.
Assist the members of the organisation by providing them
with analysis, recommendations, advice and information regarding the reviewed activities.
Activities
Amongst the activities carried out by Internal Audit in 2011 and supervised by the Audit and Control Committee, we can highlight
the following:
Risk model
Update of the Group's risk maps (both consolidated and
individual for business units/corporation), and the preparation of defined action plans for managing these risk.
Reviews
o Reviews included in the 2011 Audit Plan, as well as other
reviews begun at management’s behest or at the behest of
the Internal Audit department.
479
o Periodical, systematic follow-up of the recommendations proposed in the reviews.
2012 Audit Plan
The Audit and Control Committee has approved the Annual Review
Plan 2012 prepared, inter alia, on the basis of the risk levels
identified, the regular cover of basic transaction processes and the
results of the reviews carried out previously.
Internal Audit Budget
The Audit and Control Committee has carried out the follow-up
of resources and costs of the internal audit function and approved the budget and the allocation of resources for 2012.
j) Evaluation of the functioning of the Audit and Control Committee
In order to comply with the recommendation of the Unified Code
(the Conthe Code) to evaluate the functioning of the Audit and
Control Committee, the Committee itself prepared a self-evaluation report of its activities, which it qualified as satisfactory.
REPORT SUPPLEMENTARY TO THE ANNUAL CORPORATE
GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2011 PRESENTED
BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS
480
S.A. ON THE MATTERS CONTAINED IN ARTICLE 61 BIS OF THE SECURITIES MARKET ACT
The board of directors of Abertis Infraestructuras S.A., in compliance with
the provisions of article 61 bis of the Securities Market Act 24/1988 of 28
July, introduced by the Sustainable Economy Act 2/2011 of 4 March, issues
this report which is supplementary to the Annual Corporate Governance Report for the financial year 2011 on the matters contained in the said
article 61 bis of the Securities Market Act, with a view to its being presented
to the General Shareholders Meeting of the company.
g) Securities not traded on a regulated Community market, with indication of the various classes of shares and, for each class of
shares, the rights and obligations they confer.
The company’s capital structure does not contain any securities not
traded on a regulated Community market.
h) Any restriction on the transfer of securities and any restriction
on voting rights.
Article 6 of the company’s by-laws provides that shares are represented
by accounting entries. The shares are transferable by all legally recognised means, in accordance with their nature and the laws
governing the transfer of securities represented by accounting entries.
As regards restrictions on voting rights article 13 of the company by-
laws provides:
“Shareholders may personally attend Meetings with the right to speak
and vote who accredit they are the holders of at least one thousand
shares entered in their name five prior to the day on which the Meeting
is to be held. Each share gives the right to one vote. For such purposes shareholders attending the Meeting must have an attendance card
issued by an entity forming part of the Management Service for Systems
of Registration, Clearing and Settlement of Securities (previously the
Securities Clearance and Settlement Service) or by the company itself
following proof of ownership.
All shareholders may appoint other persons as proxies who may or may
not be shareholders. Holders of numbers of shares below the minimum
provided for attendance at General Meetings may be represented by one
of them if as a group they possess that number of shares. Appointment
481
as proxy must be proved by documentary evidence and for each Meeting.”
i) Rules applicable to the amendment of the company by-laws
As regards amendment of the company by-laws the applicable rules are
contained, without prejudice to the provisions of article 194 and other concordant provisions of the Companies Act, in article 22 of the company
by-laws and in article 4 of the Regulations of the Board of Directors
which provide:
“The adoption of resolutions shall require the vote in favour of an absolute majority of the directors in attendance at the meeting, either in
person or by way of a representative, except a) in cases of permanent
delegation of any power of the board of directors to the executive
committee or the managing director and the appointment of the
directors who are to hold these posts, for which the vote in favour of two thirds of the members of the board shall be necessary, and b) where
they refer to the following matters, in which case the vote in favour of
more than two thirds of the directors in attendance either in person or
by way of a representative shall be necessary:
(ii) Proposals for the conversion to a different corporate form, merger, division or winding up of the company, the overall transfer of
the assets and liabilities of the same, contribution of branches
of activity, alteration of its corporate object, increase and
reduction of capital. ...”
j) Any significant agreements entered into by the company and
which come into force, are amended or are terminated in the
event of a change of control of the company as a result of a
takeover bid.
The company has not entered into any agreements which come into
force, are amended or terminated in the event of a change of control of
the company as a result of a takeover bid.
k) Any agreements between the company and its directors and executives or employees which provide for compensation where
they resign or are unfairly dismissed or if their employment
comes to an end as a result of a takeover bid.
Except for two senior managers and the managing director the company
does not have any agreements other than those laid down in the Statute
482
of Workers Act or in Decree 1382/1985 on Senior Management which provide for compensation where they resign or are unfairly dismissed or
if their employment comes to an end as a result of a takeover bid.
In the case of the senior managers they have been granted
compensation in excess of that applicable under the regulations referred
to in cases of unfair dismissal, change of control and retirement among others in order to encourage loyalty and their remaining with the
company.
The company also generally includes compensation clauses in its
management contracts representing between one and two years’ salary depending on level of responsibility.
l) Description of the main characteristics of the internal systems of
risk control and management in relation to the process of issuing
financial information.
17. What organs and / or functions are in charge of: (i) the
existence and maintenance of an adequate and effective ICFR
(ii) its introduction (iii) its supervision
The Internal Control of Financial Reporting (ICFR) of the Abertis Group forms part of its general internal control system and consists
of a set of processes which the board of directors, the Audit
Committee, senior management and staff of the group carry out to
provide reasonable certainty as regards the reliability of the financial
information published in the markets.
The “Policy of Definition of Responsibilities for Internal Control of
Financial Reporting of the abertis Group” lays down the following
responsibilities in relation to ICFR:
The board of directors is ultimately responsible for all regulated
information the Group issues to the markets and, in consequence,
for formulating financial information (article 4 of the Regulation of
the Board of Directors) and for its ICFR being adequate and
effective.
The basic responsibilities of the Audit Committee (AC) include
supervision of the efficiency of ICFR (art. 22 of the company by-
laws and art. 13 of the Regulation of the Board of Directors). The
internal audit service of the Abertis Group supervises ICFR by
delegation from the AC.
483
Corporate Management Control is responsible for maintaining and
introducing ICFR.
18. What departments and / or mechanisms are responsible:
(i) for the design and review of the organisational structure;
(ii) for clearly defining the lines of responsibility and authority, with an adequate distribution of tasks and
functions; (iii) for there being adequate procedures for them
to be properly spread throughout the entity, in particular as
regards the process of preparation of financial information
The board of directors of the Abertis group assigns responsibility for
design and review of organisational structure to the General
Management of Internal Resources and Efficiency department, and
specifically to Corporate Organisation Control. The latter lays down
the general lines of the structure and distribution of responsibilities and the procedure to design, review and update the same, this
structure being documented in the form of the organigrams
(organisational structure), the relational models (which lay down the
assignment and distribution of responsibilities) and the process model
and its associated rules which form part of the policy catalogue of the
Abertis Group.
The Abertis Group has an internal organigram available on the
corporate intranet which covers all of the areas, locations and
companies of the group and which is basically divided according to
business and department (including those departments involved in the preparation, analysis and supervision of the financial
information). This organigram indicates responsibilities up to a certain
management level and is supplemented by other more detailed
organigrams at departmental level.
As regards in particular the process of preparation of financial
information in addition to detailed organigrams there are also
instructions issued by Corporate Management Control which lay down
the specific guidelines and responsibilities for each closing, and
closing procedures which set out who is responsible for the main tasks both at corporate level and at the level of the subsidiaries.
19. Whether the following exist particularly in relation to the
process of preparation of financial information:
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- Code of conduct, approval body, degree of distribution and instruction, including principles and values (indicating
whether there are specific references to the recording of
operations and preparation of financial information), body
responsible for analysing infringements and for proposing
corrective measures and penalties.
The Abertis Group has a code of conduct (Ethical Code). The
corporation prepares a Framework Ethical Code which is adapted in
each country by way of the drawing up of a local Ethics Regulation
which combines observance of corporate guidelines with the specific
features certain countries may have on particular matters. The Ethical Code is communicated to all employees, is available by way of the
corporate intranet and is part of the training which new members of
the Group receive.
The Ethical Code includes among its fundamental principles the commitment strictly to comply with the obligation of the Abertis
Group to offer reliable financial information prepared in accordance
with applicable regulations, and the responsibility of its employees
and management to ensure this is so, both by way of the correct
carrying out of their functions and communication to the bodies of
governance of any circumstance which might affect that undertaking.
- Channel for complaints, allowing communication to the audit
committee of irregularities of a financial and accounting
nature, in addition to possible breaches of the code of conduct
and irregular activities in the organisation, stating whether it is of a confidential nature.
The Abertis Group has and promotes the use of a complaints channel
introduced to handle communications of possible breach of the Ethical
Code among others.
Communications received are treated confidentially and are assessed
and classified by the Ethical Code Committee (made up of the
Corporate Staff Manager, the Head of the Corporate Legal
Department, a representative of Corporate Security Management and a representative of Corporate Risk Control and Internal Auditing
Management. Depending on their nature and possible importance
they are brought to the attention of the AC which ultimately decides
on any action to be taken.
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The complaints channel is managed internally and complaints can be forwarded by way of an on-line form (available in the Abertis Group
intranet), by post or e-mail.
Complaints concerning fraud linked to financial information are
covered by the “Internal Fraud Control Rule”.
- Regular training and refresher courses for staff involved in
the preparation and review of financial information and in the
assessment of ICFR covering at least financial regulations,
auditing, internal control and risk management.
As regards training and refresher courses Abertis takes the view that
the ongoing training of its employees and managers, both at
corporate level and in the subsidiaries, on those matters which affect
the Abertis Group is vital. In this regard Abertis also considers that
complete and up-to-date training on the rules for the preparation of financial information, the regulations on capital markets, taxation and
internal control is necessary in order to ensure that the information
reported to the markets is reliable and in accordance with
regulations.
Corporate Management Control has subscriptions to a number of publications and journals on accounting and financial matters and to
the website of the International Accounting Standards Board which
regularly sends new developments and other communications of
interest which are analysed so as to ensure they are taken into
consideration in the preparation of Abertis financial information.
As regards the preparation and review of financial information the
Abertis Group annually designs and puts into practice training plans
which include the training needs identified by Corporate Management
Control in relation to:
New accounting, tax, capital markets and internal control
regulations, adapted and applied to the Abertis Group
Changes to reporting methods and / or information systems
Individual initiatives of the members of the Corporate
Management Control team
As a result of the identification of the needs of these areas the
appropriate training activities are designed and put into effect to
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cover annual training objectives on these matters. The Abertis Group has carried out training activities during 2011 using external experts
and internal training sessions for staff linked to the preparation and
review of financial information both at corporate level and in the
subsidiaries.
The training areas on which most emphasis has been placed in 2011 relate to the accounting and financial questions which could have the
greatest impact on the preparation of the financial information of the
Abertis Group, particularly new developments concerning EU-IFRS
and information systems.
20. What are the main characteristics of the risk
identification process, including error or fraud, as regards:
Whether the process exists and is documented.
Whether the process covers all financial information
objectives (existence and occurrence; integrity; valuation;
presentation, breakdown and comparability; and rights and
obligations), whether it is updated and if so how often.
The existence of a process of identification of the perimeter of consolidation, taking into account among other aspects the
possible existence of complex corporate structures,
instrumental or special purpose entities.
Whether the process takes into account the effects of other types of risk (operative, technological, financial, legal,
reputational, environmental, etc.) insofar as they affect the
financial statements.
Which governing body of the entity supervises the process.
As regards the process of identification of risks of error or fraud in
financial information the Abertis Group carries out every year an
analysis to identify which processes and which locations are
generating relevant transactions, which is documented in the “Policy of identification of risks of error in the financial information of the
Abertis group” (“Risk identification policy”).
It is laid down in the Risk identification policy that once these have
been identified they are reviewed for the purposes of analysing the
possible risks of error in each assertion of the financial information.
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The risk identification process is carried out at least once a year and in any event when a significant change occurs to the perimeter of the
Abertis Group.
By applying the Risk identification policy the Abertis Group ensures
that the process considers quantitative and quantitative variables
(such as complexity of the transactions, subjection to regulations or level of judgment required) for the definition of the scope of the ICFR
of the Abertis Group.
As a result of the application of the Risk identification policy an ICFR
risk matrix is drawn up. The purpose of the risk matrix is to identify the accounts and the breakdowns with a significant associated risk
with important potential impact on the financial information. Once the
scope of application of ICFR in the Abertis Group is defined the
control operations covering the identified risks are designed on the
basis of the identified risk matrix.
Consideration is also given in the Abertis Group to the possibility of
risks of error in certain processes not linked to specific classes of
transactions but particularly relevant in view of their importance in
the preparation of the reported information (such as the closing
process, operating of information systems, review of significant accounting judgments or policies). The latter include the process of
consolidation, the reason why the Abertis Group has laid down
policies designed to ensure both the correct configuration and
carrying out of the process and the correct identification of the
perimeter of consolidation.
The general Risk Map of the Group is used in the identification of risks
of error in the financial information and the assessment of their
importance (which includes both financial and non-financial risk). The
process of identification of risks of error in the financial information is carried out and documented by Corporate Management Control and is
supervised in the final instance by the AC.
The Audit Committee of Abertis is responsible for supervising the
internal control and risk management system with the support of Internal Auditing.
21. Documentation describing the flows of activities and
controls (including those concerning the risk of fraud) of the
various types of transactions which might significantly affect
the financial statements, including the process of accounting
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closure and the specific review of relevant judgments, estimates, valuations and projections.
The Abertis Group has documentation describing activities and
controls which covers all of the objectives of the financial information
on the various types of transaction with significant impact on its
financial statements.
As regards activities and controls directly relating to transactions
which may significantly affect the financial statements the Abertis
Group has descriptions of controls implemented to mitigate the risk of
material error in the information reported to the markets. These descriptions are documented in control operation matrices and
contain information on what the control operation should consist of,
for what it is carried out, who should carry it out, how often, and
other information on what information systems or what operations
carried out by third parties are important for the effectiveness of the control operation in question. The descriptions cover controls on
areas such as income generation, investment and expenditure on
concessions, acquisitions and subsequent valuation of other fixed
assets, analysis of the recoverability of investments, recording of
taxation of profits or the correct presentation of financial instruments
and of the financing operations of the Abertis Group.
Abertis also has policies designed to mitigate the risk of error in
processes not relating to specific transactions. In particular there are
documented policies on:
(v) closing processes (both at corporate level, which includes the
process of consolidation, and at the level of subsidiaries,
(vi) procedures of activities carried out by third parties,
(vii) policies to identify and establish approval levels for relevant
judgments and estimates, (viii) policies designed to ensure that the information which has to
be disclosed flows adequately in the Abertis Group (see
section 8, Procedures of review and authorisation of
financial information).
In relation to relevant judgments and estimates the Abertis Group
provides information in its annual consolidated accounts on
particularly relevant areas of uncertainty. The key hypotheses used
by the Abertis Group in this respect, where they have a significant
impact, are specifically reviewed and approved by General Financial
Management and, as appropriate, by the Managing Director.
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22. Internal control policies and procedures for the
information systems (including access security, change
control, operation of the same, operational continuity and
segregation of functions) which support the relevant
processes of the entity in relation to the preparation and
publication of the financial information.
The Abertis Group uses information systems to maintain adequate
checks and controls over its operations and their correct functioning
is therefore a vital element given special emphasis by the Abertis
Group. Therefore as a part of the process of identification of risks of error in financial information the Abertis Group identifies, through
Corporate Management Control, which systems and applications are
relevant to its preparation. The systems and applications identified
include those directly used at corporate level in the preparation of the
consolidated financial information and the systems of reporting for the various companies of the Group. The systems and applications
which the Abertis Group has identified include both complex
developments at the level of integrated information systems and
other applications developed at user level (for example calculation
sheets) where the latter are relevant to the operations of preparation
or control of financial information.
For the systems and applications identified (those used at corporate
level in the preparation of the consolidated financial information)
Corporate Management Control has established policies aimed at
ensuring their correct operation. The policies developed by Corporate Management Control cover security, both physical and logical, as
regards accesses, procedures for checking the design of new systems
or of modifications of the ones already in existence, and the
continuity of their operation (or coming into operation of alternative
systems and applications) in the event of unforeseen occurrences affecting them.
23. Internal control policies and procedures designed to
supervise the management of activities subcontracted to third
parties, and of those aspects of evaluation, calculation or valuation entrusted to independent experts, which may
significantly affect the financial statements.
The Abertis Group reviews annually what activities carried out by
third parties are relevant to the process of preparation of financial
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information. The Abertis Group has not to date outsourced any processes from which information derives which has a material
impact on the individual or consolidated financial statements of the
Abertis Group and is not supervised by Abertis, and therefore it does
not require reports on the efficiency of controls created by entities
outside the Abertis Group beyond the requirements of the policies for
contracting third parties maintained by the Abertis Group.
The Abertis Group does however regularly use reports by independent
experts for the valuation of its financial instruments and undertakings
to employees. General Financial Management and Remuneration and
Benefits Management carry out controls on the work of these experts designed to check:
competence, capacity, accreditation and independence,
the validity of the data and methods used and
the reasonableness of the hypotheses used if applicable.
24. Review and authorisation procedures for financial
information and the description of the ICFR to be published on
securities markets, indicating who is in charge of them
The Abertis Group’s “Review, Certification and Supervision of Financial Information Policy” lays down, among other matters, its
scope (ongoing regulated financial information and those responsible
for its preparation) and the review procedures of the AC which
include reading and analysis of the information and discussions with
those responsible for its preparation (Corporate Management Control), those in charge of checking existing controls (Internal Audit)
and external auditing.
Responsibility for the preparation of financial information in each
quarterly closing begins with the review and certification of the person in charge of management control in each company of the
group, and additionally in the six-monthly and annual closings with
the express certification of the general manager of each subsidiary.
The individual and consolidated annual accounts, the six-monthly financial reports and the financial information contained in the
intermediate quarterly declarations of the Abertis Group are prepared
and reviewed by General Financial Management and Corporate
Management Control prior to their presentation to the AC. The latter
applies the procedures included in the policy commented on at the
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beginning of the section prior to the presentation of its conclusions to the board of directors of Abertis.
25. A specific function designed to define and keep
accounting policies updated (accounting policies area or
department) and to resolve doubts or disputes arising out of
their interpretation, maintaining regular contact with those in charge of the operations of the organisation
This is the responsibility of the Consolidation and Accounting
Regulation Management department (part of Corporate Management
Control) which among other functions is in charge of defining, keeping up-to-date and communicating the accounting policies of the
Abertis Group for the purposes of the preparation of consolidated
financial information under EU-IFRS (and consequently of the
information to be reported by each subsidiary).
The Abertis Group has drawn up a “Procedure of preparation,
updating and communication of accounting policies” which lays down:
The existence of a Abertis Group accounting manual
Regular updates
Communication with the Business Units Procedure for receiving and responding to consultations on the
accounting manual
Procedure for updating of the Reporting Package of accounting
information to be received from the subsidiaries
The functions of the Consolidation and Accounting Regulation
Management department also include responding to accounting
consultations made by the various business units or other corporate
parts of the Abertis Group.
26. An updated accounting policy manual communicated to the
units through which the entity operates
The Abertis Group has an accounting policies manual, Group
Reporting and Accounting Principles Handbook (GRAPH) for the purposes of the preparation of financial statements under EU-IFRS
which is regularly updated (at least once a year) and includes the
applicable rules. The Auditing Instructions which the external auditor
sends to the auditors of the various companies of the Group for the
limited review or audit in each six-monthly and annual closing
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respectively indicate that the accounting principles on which they are to carry out their work are those contained in the Abertis GRAPH.
Alterations are notified to the subsidiaries by e-mail, the complete
updated manual being kept in the Accounting Regulations Portal in
the Abertis Group intranet.
27. Mechanisms for gathering and preparing financial
information with homogenous formats, applied and used by all
units of the entity or group, which support the main financial
statements and notes and the information given on ICFR.
The Abertis Group has various integrated platforms of financial
information for practically all of its subsidiaries. Each one of the
subsidiaries also sends a “Monthly Report” to Corporate Management
Control which contains the financial information necessary at the
close of each month for the preparation of the consolidated information and other necessary financial information, which is
received by e-mail. There is a single monthly reporting based on a
uniform accounts plan for all companies.
The “Six-Monthly Forms” (a single standardised report for all of the
companies of the Group) are received every six-months and every year signed by the general management of each of the subsidiaries
and contain all of the information necessary for the preparation of the
Group’s consolidated financial information (annual accounts and
intermediate summary financial statements).
These “Six-monthly and annual forms” ensure homogeneity of
information by way of the following characteristics:
They are standard and uniform for all countries and businesses
They are prepared on the basis of Abertis Group instructions and its accounting manual which is standard for all of the
companies which make up the group
They include applicable legal, tax, commercial and regulatory
requirements
Both the monthly information and the six-monthly and annual
information is automatically included in the consolidation system and
in the corporate database.
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The structure of the “Forms” is reviewed regularly (at least twice a year) in order to ensure that they include all regulatory updates
applicable under EU-IFRS.
All of the reporting system is contained in the Monthly Reporting
Information Manual which is updated annually and which includes
processes, dates and complete information concerning compliance with the reporting requirements to be followed by all companies of
the Group.
28. Whether it has an internal audit function which has among
its tasks that of supporting the audit committee in the supervision of the internal control system including ICFR.
The Abertis Group has an internal audit function (forming part of
Corporate Risk Control and Internal Audit Management) which comes
under the presidency of the board of directors and reports directly to the AC (which is delegated the function of supervising the internal
control systems including ICFR).
It’s more important functions (described annually in the “Report on
the Functions and Activities of the AC”) include:
Ensuring the reliability and integrity of the financial and
operating information and of the means used for its
preparation
Guaranteeing, by way of computer audit, the suitability, utility, efficiency, reliability and integrity of the information and of the
information systems
29. Whether it has a discussion procedure by which the auditor
of accounts (in accordance with the provisions of the Technical Rules of Auditing), the internal audit function and
other experts can inform senior management and the audit
committee or the directors of the entity of any significant
internal control weaknesses identified during the processes of
review of the annual accounts or any other reviews they were commissioned to carry out. Also provide information on
whether it has an action plan which seeks to correct or
mitigate the weaknesses observed.
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As has already been indicated in section 8 the “Review, Certification and Supervision of Financial Information Policy” of the Abertis Group
lays down the review procedure by the AC which includes:
Meeting those in charge of the preparation of the financial
information to comment on the reasonableness of the
movements of the more important amounts, transactions or events of the period, changes to accounting policy, anomalous
fluctuations and any other information considered relevant.
Discussions with the internal audit function (as part of the
ongoing monitoring of reviews and recommendations carried out throughout the financial year at each meeting of the AC) to
obtain information on the results of the reviews made within
ICFR and on the state of the improvement recommendations
for any identified weaknesses.
Private discussion with the external auditors (at least at the
end of the planning of the audit of annual accounts of the
financial year and at the end of their work of audit or limited
review of the annual accounts and of the six-monthly
information respectively) to obtain information on the extent of
their work and on possible significant internal control weaknesses identified, discover the results of their work, the
content of their reports and any other information considered
appropriate.
The action plans concerning the weaknesses detected in 2011 have been drawn up in the form of recommendations which are following
the circuit of prioritisation, assignment of person in charge and
monitoring described in section 14.
30. A description of the scope of the evaluation of the ICFR carried out in the financial year and of the procedure by which
the person in charge of carrying it out notifies his results,
whether the entity has an action plan which sets out possible
corrective measures, and whether consideration has been
given to its impact on financial information
Internal Audit draws up an Annual Review Plan which is approved by
the AC. This includes:
Reviews of critical Processes and primary level transactions.
One of the primary level transaction processes is the
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“preparation of the financial information /closing of accounts”. These processes are reviewed in the subsidiaries of the Group
at pre-established intervals (which vary depending on factors
such as their relative importance or use of shared corporate
services, although at least once every 4 years).
All of the reviews of this process contemplated in the Plan for the financial year 2011 have been carried out.
Compliance reviews (compliance with regulations applicable to
the corporation and / or the various businesses). This section
includes reviews carried out for ICFR, particularly in relation to the compilation and review of the information received from
the various companies of the Group and the processes of
accounting consolidation.
In relation to the financial information concerning the financial year 2011 and the general model of ICFR Internal Audit has:
o Reviewed the model of internal control of the financial
information to guarantee its effectiveness. For this it has
analysed the risk identification process and the correct
design and existence of the controls created to mitigate them.
o Verified (for an intermediate closing – September – and the
annual closing) the functioning of all of the key operative
controls created for companies of the Group. These controls are for areas with significant balances and transactions, for
relevant judgments and estimates and for the closing
processes of the subsidiaries and consolidated closing.
Possible weaknesses identified in all of the internal audit reviews are classified in terms of priority (high, medium or low), are assigned to a
particular person and are subject to regular monitoring at AC
meetings.
There is a single application for all of the Group for monitoring and implementation of recommendations to which all those in charge of
these have access. The recommendation response and
implementation procedure (and particularly for high priority
recommendations which are the object of specific and separate
monitoring) includes a scale of authorisations which goes as high as
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the general manager of the area or business affected or the managing director.
In the evaluation activities carried out by the internal audit function in
2011 no significant weaknesses have been observed which might
have a material effect on the financial information of the Abertis
Group for the financial year 2011, and the necessary corrective actions have been established to deal with any such weaknesses in
the future.
31. A description of the supervision activities of ICFR carried out
by the audit committee
The AC has carried out the following activities in relation to ICFR:
Examination of the results of the Working Group set up for
such purposes by the National Securities Market Commission and consultations with external experts on their implications
and possible deadlines for application (first six months 2010)
Commissioning and assessment of results of a preliminary
verification of degree of compliance with recommendations
with a team made up of internal staff and external associates (second six months 2010)
Drawing up and regular monitoring of a plan of introduction of
ICFR which has included the formalisation as policies of
operations already being regularly carried out and the introduction of those aspects identified as not completely
operative (first six months 2011)
Analysis of the “ICFR Risk Matrix” and of the “Control Activities
Matrix”
Meetings to apply the “Review, Certification and Supervision of
Financial Information Policy” referred to above:
o With those responsible for its preparation in connection with the quarterly, six-monthly and annual publications of
financial information (and other requirements notified in this
respect)
o With Internal Audit to monitor the results of the reviews of
ICFR in the normal “Monitoring of reviews and
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recommendations” section of each meeting of the committee
o With the external auditor to be told of planning and the
results of its reviews (six-monthly information and annual
accounts) and weaknesses of internal control identified
32. Whether the ICFR information sent to the markets was
submitted to review by the external auditor; if so the entity
must attach the report. If not it must give reasons
The Abertis Group has submitted for review by the external auditor the ICFR information sent to the markets for the financial year 2011.
The extent of the auditor’s review procedures was in accordance with
the Draft Operation Guide of 28 October 2011 and the corresponding
model auditor’s report published by the corporations representing
auditors of accounts. In addition to this on 25 January 2012 the Spanish Institute of Sworn Reviewers of Accounts stated certain
additional considerations concerning the same in its Circular
E01/2012 which were also taken into consideration in the procedures
adopted by the external auditor.
Barcelona, 21 February 2012