2014 Financial Statements a Global Leader in Air Navigation Services
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2014 Financial Statements Financial 2014 2014 Financial Statements A Global Leader in Air Navigation Services ENAV SpA Via Salaria, 716 00138 Roma www.enav.it 2014 Financial Statements ENAV – 2014 Financial Statements Corporate and control bodies of the parent company Board of Directors in office since 19 September 2014 Chairman Maria Teresa Di Matteo Directors Nicola Maione Alessandro Tonetti Sole Director in office until 19 September 2014 Massimo Garbini Board of Statutory Auditors Chairman Paola Ferroni Standing auditors Vincenzo Donato Antonio Parente Alternate auditors Daniela De Vincenzo Riccardo Monaco Magistrate of Court of Accounts assigned to audit ENAV SpA Angelo Buscema General Manager Massimo Bellizzi Manager in charge of preparing the Company’s accounting documents Loredana Bottiglieri Auditing Firm Reconta Ernst & Young SpA ENAV – 2014 Financial Statements Contents Report on Operations 6 Corporate Governance 8 Reference scenario and results of operations 11 Charge policy 14 Market and air traffic trends 15 Safety and quality indicators 21 International activities 23 Commercial activities on domestic and foreign markets 25 Investment plan 25 Human resources 31 Environment 37 Other information 39 Economic performance and financial position of the ENAV Group 44 Risk factors 48 Economic performance, operating results, financial position and cash flows of enav 50 Information on enav Group companies 54 Significant events after year-end 56 Performance forecast 56 Proposal for allocation of net profit of enav SpA 59 Consolidated financial statements of enav Group at 31 December 2014 60 Financial statements of enav SpA at 31 December 2014 154 ENAV – 2014 Financial Statements 1 Report on Operations 8 ENAV – 2014 Financial Statements Report 1 on Operations Corporate Governance ENAV, an unlisted joint stock company, is wholly owned by its sole shareholder, the Italian Ministry of Economy and Finance (MEF), which exercises its rights in agreement with the Ministry of Infrastructure and Transport (MIT). ENAV provides air traffic management and control services and other essential navigation services for the airspace and to the airports for which it has competence pursuant to article 691-bis of the Navigation Code. ENAV and its main subsidiaries have a traditional corporate governance model. Its bylaws call for a Sole Director or a Board of Directors with a minimum of three to a maximum of five members, and a Board of Statutory Auditors with three members. On 16 May 2013, the Extraordinary Shareholders’ Meeting modified the bylaws to conform them to the rules adopted under Italian Presidential Decree no. 251 of 30 November 2012 regarding gender balance in administrative and control bodies of government-controlled companies. The Sole Director, appointed by the Shareholders’ Meeting of 22 November 2011, remained in office until the approval of the 2013 Financial Statements, as resolved by the Shareholders’ Meeting of 5 August 2014, and continued in office until appointment of the new Board of Directors, composed of three members, as resolved by the Shareholders’ Meeting of 19 September 2014. When the new Board of Directors was appointed, the Shareholder stated that “The Ministry of Economy and Finance and the Ministry of Infrastructure and Transport intend today to approve a resolution that ensures restoration of full operations of the company by renewing its Board of Directors. To ensure more complete governance of the company, the Ministries – at a meeting to be held in the next few days with all shareholders, directors and auditors present – intend to expand the Board of Directors to its maximum number under the bylaws by appointing additional directors, among whom will be the new managing director of ENAV. While awaiting such additional resolution, the Board of Directors appointed today must ensure that all steps will be taken to guarantee complete and orderly operations, passing opportune resolutions, if necessary, to delegate specific management powers to the Company’s executives.” As of the date of this report, the Board of Directors has not yet been expanded as announced, nor has the new managing director been identified and, therefore, without prejudice to the powers of representation attributed to the Chairman by law and by the bylaws, and without prejudice to specific delegations of powers and signature attributed with special resolutions from time to time, powers are exercised collectively by the three members of the Board of Directors. Under the bylaws, the Board of Directors may delegate part of its powers to a Managing Director and, subject to a resolution by the Shareholders’ Meeting, may delegate operating powers to the Chairman as permitted by law and specify their scope. The bylaws require the Board of Directors to meet every month and whenever the Chairman deems appropriate or when requested by the Chief Executive Officer or by at least one third of its members or by the Board of Statutory Auditors. In 2014, the Sole Director held four meetings with the Board of Statutory Auditors and the Magistrate of the Court of Accounts assigned to the Company to report on overall performance and to present a forecast, adopting relative decisions. The Board of Directors appointed by the Shareholders’ Meeting of 19 September 2014 met five times during the year. The Company has a Chief Executive Officer whose term of office began on 1 December 2012. The Board of Statutory Auditors of ENAV is composed of 3 standing members appointed by the Shareholders’ Meeting. For the purposes of article 2403 of the Italian civil code, the Board of Statutory Auditors supervises compliance with the law and the bylaws, compliance with principles of proper administration and, specifically, adequacy and operation of the organizational, administrative, and accounting structure adopted by the Company. The Board of Statutory Auditors was appointed by the Shareholders’ Meeting of 11 June 2013 for the 3-year period 2013- 2015. In 2014, the Board of Statutory Auditors met 11 times. 10 ENAV – 2014 Financial Statements The Company’s legal audit is performed by an auditing firm selected by means of public tender and appointed by the Shareholders’ Meeting of 16 May 2013 for the 3-year period 2013- 2015. The same auditing firm was assigned to audit the unbundling activities required by article 11-sexies, section 7-bis of Italian Law 248/2005 regarding analytic accounting (identification of revenues and costs relative to services provided by ENAV). Pursuant to article 18-bis of the bylaws, the Board of Directors has appointed a manager to prepare the Company’s accounting documents. The Supervisory Body, formed for purposes of Italian Legislative Decree 231/2001, is a mixed collective body composed of 3 members appointed on 20 December 2012 for the 3-year period 2013-2015. Two members, including its Chairman, are external and one is internal. In 2014, the Supervisory Body met 4 times. ENAV is subject to financial and budgetary audits by the Court of Accounts, which reports annually to the Italian Parliament for the purposes of article 12 of Law no. 259 of 21 March 1958 regarding the legality and conformity of management and operation of internal controls. The report on the audit conducted on the financial management of ENAV SpA for financial year 2013 was isued in February 2015. The magistrate assigned to audit the Company participates in meetings of Company boards. In 2014, the Italian government commenced a process to sell a portion not exceeding 49% of the share capital held in ENAV by the Ministry of Economy and Finance. In October 2014, the Ministry of Economy and Finance expressed its intention, in the context of the process to privatize ENAV, to reduce the share capital, and requested the Board of Directors of the Company to conduct its own independent analyses and evaluations regarding the feasibility of such operation. At the conclusion of the evaluations conducted by the Board of Directors and reported to the Shareholder, the Shareholders’ Meeting of 13 April 2015 resolved, in the extraordinary part, to voluntarily reduce (pursuant to Report on Operations 11 article 2445 of the Italian civil code) the Company’s share capital by ¤180 million and to modify article 5 of ENAV’sbylaws. The Meeting also resolved to commence the process for the issuance of a private placement bonded loan in an identical amount, by means of which the Company intends to pay the above-mentioned extraordinary dividend. Subsequently, on 8 May 2015, the Board of Directors resolved to issue the private placement bonded loan for ¤180 million. In addition to its separate financial statements, ENAV prepares Group Consolidated Financial Statements in accordance with IAS/IFRS, voluntarily adopting such standards as of the 2013 Financial Statements with First Time Adoption (FTA) at 1 January 2011. In 2014, the consolidated financial statements at 31 December 2011, 2012 and 2013, previously prepared on the basis of Italian accounting standards were restated in accordance with IAS/IFRS and were approved by the Board of Directors on 24 October 2014; therefore, the date as of which ENAV Group converted to IAS/IFRS is 1 January 2011. On the other hand, the separate financial statements of ENAV and of Techno Sky at 31 December 2014 were the first statements prepared in accordance with IAS/IFRS with First Time Adoption as of 1 January 2013. For purposes of consistency of values stated in the consolidated financial statements, defined with reference to the transition date of the ENAV Group, the amounts stated in the separate financial statements were determined in a manner consistent with those determined at the time of the transition of the ENAV Group. In conformity to the requirements of article 2364 paragraph 2 of the Italian civil code and article 7 of the bylaws, the Company’s management has availed itself of the extended deadline of 180 days after the close of the financial year for the Shareholders’ Meeting to approve the financial statements for the year ended 31 December 2014.