ANNUAL REPORT 2010 2
ANNUAL REPORT 2010 • TABLE OF CONTENTS TABLE OF CONTENTS 001 007 INTRODUCTION CORPORATE PÁG. 03 SUSTAINABILITY Brisa 2010 3 PÁG. 49 Brisa Profile 4 Chairman’s Statement 5 Main indicators 9 Macro economic overview 11 008 002 FINANCIAL REPORT PÁG. 53 ROAD CONCESSIONS PÁG. 13 Brisa Concession 14 Atlântico Concession 19 Brisal Concession 21 Douro Litoral Concession 23 Baixo Tejo Concession 24 009 Litoral Oeste Concession 26 CORPORATE GOVERNANCE 003 PÁG. 57 OPERATION AND MOBILITY PÁG. 27 Brisa Operação e Manutenção 28 Road Safety 32 010 FINAL NOTE 004 PÁG. 86 MOBILITY SERVICES PÁG. 33 Via Verde 34 011 Mcall 36 BIT 37 INDIVIDUAL FINANCIAL Controlauto 38 STATEMENTS AND ATTACHED NOTES PÁG. 087 005 TRANSPORT INFRASTRUCTURES PÁG. 39 012 BEG 40 EXHIBIT: TRAFFIC Ferrovia de Alta Velocidade 41 STATISTICS Aeroportos 41 PÁG. 131 TIIC 42 006 INTERNATIONAL BUSINESS PÁG. 43 Sale of CCR holding 44 NWP 45 Movenience 45 BNV Mobility – Brisa Nedmobiel Ventures 45 Brisa Feedback Ventures 46 3
ANNUAL REPORT 2010 • 001 BACKGROUND 01 BACKGROUND 4
ANNUAL REPORT 2010 • 001 INTRODUCTION 001 INTRODUCTION
BRISA 2010
Brisa presents BIT–Brisa inovação e Tecnologia, resulting Brisa enters agreement with remaining shareholders to of the merger of the Innovation and Technology Division sell 6% of the share capital of Brazilian CCR and all and Brisa Access Electrónica Rodoviária. BIT is a related equity holdings. As result, Brisa is free to sell the competence centre for state-of-the-art road technologies, remaining lot of ordinary shares held in CCR, providing research, design, production, installation and corresponding to 10.35% of the company's share capital. maintenance of all intelligent road transportation JUN JAN systems. A9 motorway (CREL) closed to traffic in both directions from the intersection with A16 to Belas intersection, Fitch rating agency rates Brisa BBB+ rating watch following landslide. evolving, based on the impact of its Corporate Reorganization.
Subsection of the A9 Motorway (CREL) from Belas JUL Intersection to A16 intersection closed down in January following landslide, reopened to traffic in Alverca-Estádio direction. Brisa sells 6% of CCR share capital, for approximately EUR 430 million, according to previously announced FEB terms. SEP
Brisa General Shareholders Meeting approves 2009 Annual Report and distribution of dividend of €0.31 per Brisa sells further 15.1 million CCR shares, at the unit share. price of Real 46.00, a transaction of nearly EUR 300 Brisa issues its Sustainability Report, audited by external million. agency and rated GRI A+ Third Party Checked, according MAR to Global Reporting Initiative indicators. Subsection of the A9 Motorway (CREL) from Belas OCT Intersection to A16 intersection reopened to traffic in Estádio-Alverca direction. Traffic on the A9 Motorway (CREL) resumed to normal. Brisa 8th Investors’ Day
Brisa pays dividend of €0.31 per share. NOV
Brisa sells further 30 million CCR shares, at the unit price APR of Real 43.00 - a transaction of nearly EUR 478 million. This operation completes the sale of Brisa's 16.35% stake it held in CCR share capital, for a total sum of EUR 1.2 billion. Following the Extraordinary Shareholders' Meeting held ELOS group of companies, co-led by Brisa (16.3%) signs DEC on December 17, Brisa concludes its corporate contract for the Poceirão/Caia high speed train reorganization process, which was being prepared over concession. This concession, granted for a period of 40 the past two years. Following this operation, Brisa - years, includes construction and maintenance and Concessão Rodoviária, S.A. bond issues were rated A- by represents a total investment of EUR 1.495 million Fitch and Baa1 by Moody's. S&P rating agency reviews Brisa's rating to BBB- from MAY BBB, with outlook stable. 5
ANNUAL REPORT 2010 • 001 INTRODUCTION
BRISA PROFILE Brisa is also part of Euronext 100 – an index made up of the largest With 39 years of activity Brisa Auto-estradas is one of the largest companies in France, Holland, Belgium and Portugal; Bloomberg motorway operators in the world and the biggest transport European 500 - an index including the 500 European companies infrastructures company in Portugal. with largest market capitalization; and FTSE4 Good, the European reference index for social responsibility. Established in 1972, Brisa holds six road concessions in Portugal - Brisa, Atlântico, Brisal, Douro Litoral, Baixo Tejo and Litoral Oeste, CONCLUSION OF THE CORPORATE including 23 motorways. Brisa concession stands out, as it operates REORGANIZATION 12 motorways representing a total of 1 116 km spread throughout the country, from North to South and East to West. Brisa finished in December 22, 2010 the corporate reorganization which was first proposed in the General Meeting of 2009. This On the international front, Brisa controls the Northwest Parkway reorganization was successfully completed thanks to the work concession in the USA, its first asset on North American soil. developed with different stakeholders since that date, namely the Concession Grantor, the European Investment Bank and remaining Brisa's experience abroad includes since 2001 a stake in the largest financial partners, rating agencies and the regulatory and motorway operator in Latin America, the Brazilian company CCR - supervision authorities. Companhia de Concessões Rodoviárias. In 2010, Brisa sold its holding in CCR with proceeds over EUR 1,1 billion. The corporate reorganization which Brisa undertook focused, amongst other things, the splitting off of the road business developed In support of its operations, Brisa operates a number of road pursuant to a concession contract and governed by the “Bases” related businesses, including Brisa Operação e Manutenção (Brisa attached to Decree-Law 294/97, of 24 October, amended by Decree- O&M), which provides assistance to all the Group's domestic Law 247-C/2008, of 30 December and approved by Council of concessionaires. Via Verde, one of Brisa's most emblematic Ministers Resolution no. 198-B/2008, of 31 December, into a vehicle products, is an electronic payment system which automatically company created for this specific purpose. Under the terms and debits the user's bank account of the corresponding toll to the pursuant to Base XLII attached to the said decree-law and to clause distance travelled. 40 of the said concession contract, Brisa transferred to BRISA Concessão Rodoviária S.A. (BCR)- a company which it fully controls - Present in the capital market for over a decade, Brisa is listed on its contractual position as concessionaire. This operation included the Euronext Lisbon and part of its main index, the PSI 20. At the end transfer to BCR by means of a capital increase by contributions in kind of 2010, its market capitalization was over 3 000 million euros. carried out and subscribed on 22 December 2010, of all assets and
STRUCTURE FOLLOWING REORGANIZATION
FINANCIAL RESERVE SUPPORT TO POTENTIAL NEEDS SUPPORT TO THE DIVIDEND POLICY (RE)CAPITALIZATION NEEDS SPECIFIC GRWTH OPPORTUNITIES
BCR OTHER CONCESSIONS
BCR BRISAL | DOURO | ATLÂNTICO | BAIXO TEJO LITORAL OESTE | OUTROS ACTIVOS STRONG FINANCIAL PROFILE PROJECT FINANCE WITH GRADUAL REPAYMENT AND LOW SOLID PLATFORM FOR ACCESS TO FINANCING REFINANCING RISK LONG TERM FINANCING 6
ANNUAL REPORT 2010 • 001 INTRODUCTION
liabilities allocated to the development of the businesses covered by The corporate reorganization now completed improved the object of the concession contract, namely know-how, personnel, organizational efficiency, in both operational and financial terms, contractual positions and equipment. The concessionaire is now BCR and paved the way to the implementation of a new management and its corporate object is exclusively the operation and maintenance model designed to achieve the development strategy laid down for of the road network formerly operated and maintained by Brisa. As the Brisa Concession and remaining business areas of the Group, far as liabilities are concerned, specifically debt, the operation while providing the stability required to carry this strategy through. involved the transfer to BCR of bond issues carried out pursuant to the Euro Medium Term Note (EMTN) programme, as well as the In addition to the transfer of debt, a new contractual package was European Investment Bank (EIB) loans, a credit securitization implemented, aggregating common terms and conditions operation and a number of credit lines with national and international applicable to BCR financial debt whether contracted on the banks. Besides debt, contractual positions in various interest rate banking market or issued on the capital market. This new package hedging operations and bank guarantees were also transferred to included a structure of covenants and guarantees similar to those BCR. existing in other road projects, namely:
In addition to this important aspect, it is worth mentioning that the • Compliance with additional ratios and information duties; reorganization operation required other relevant steps in order to • Restrictions to the development of other businesses; achieve the designed final structure, namely: • Subscription of additional debt subject to specific control mechanisms; • Split off of part of the operation and maintenance business developed by the Group into Brisa O&M S.A., a company 100% • Creation of reserve accounts to ensure, among other things, controlled by Brisa (this operation was carried out in December compliance with the debt service; 2009); • Setting up of a pledge on the shares, bank accounts and assets • Split off of the research and innovation business developed by of BCR in favour of creditors; the Group into Brisa Inovação e Tecnologia S.A., also 100% • Entering of a Direct Agreement with the State/Concession Grantor. controlled by Brisa (this operation was also carried out in December 2009); This set of contractual obligations provided an effective ring- • Reorganization of the operational companies of the Brisa Group fencing of Brisa Concession - as BCR financial backers are exposed (existing or set up in the meantime), through the creation of to this concession alone, and led to an improvement and stability intermediate equity holding structures to develop different in ratings: Fitch's A- (stable); Moody's BBB+ (stable). business branches and areas; • Maintenance of Brisa Auto-Estradas de Portugal, S.A. as vertex of On the other hand, from a more exogenous perspective, with a the Brisa Group and listed company, developing its own activities. contractual structure similar to that of remaining concessions (and 7
ANNUAL REPORT 2010 • 001 INTRODUCTION
sub-concessions, as the case may be), the new Brisa Concession is It contributes to a stable dividend policy In so far as it reduces now more in line with the Government's harmonization policy for uncertainty in relation to future refinancing capacity and it eases the road sector and has a dedicated management team that can the pressure to reduce the Group's debt in the medium term, it now focus on managing the concession and strengthening the enables Brisa to comply with its dividend distribution policy. relationship with the Concession Grantor. It boosts the development of business opportunities. As the The implementation of this new organization model for the Brisa pressure to reduce debt at consolidated level is lower, a larger slice Group has the following advantages: of available funds can be allocated to investments likely to create shareholder value. It allows a stable and strong rating, as recognized by Moody’s (Baa1) and Fitch (A-). This rating was obtained in spite It provides a greater visibility of the various assets and of the very unstable financial environment, at international level respective cash flow In organizational terms, the Brisa Group can and the deterioration of the rating of the Portuguese Republic. now adopt a structure that is compatible with its positioning of Recognition by rating agencies of the ring-fencing provided by concession portfolio manager. BCR's innovating financial structure was crucial to the rating results obtained. Having a financially strong company with stable It will allow improving the efficiency of the different ratings is indispensable to ensure the Company's access to business areas Priorities and goals can be better defined and core international debt markets and thus guarantee its refinancing skills specific to each business can be strengthened. capacity, so difficult under present market conditions. It will increase management efficiency at Brisa Concession It enabled the renegotiation of the European Investment With a dedicated management team, the Company can focus on Bank loans Thanks to BCR's ring-fencing, it was possible to optimizing operation and managing the relationship with the negotiate with the EIB the transfer to BCR of the loans contracted Concession Grantor. by Brisa Auto-Estradas de Portugal, in the amount of ? 780 million. All the while, the company negotiated with the EIB the consolidation of the existing 16 financing contracts into one sole loan, with extended maturity (up to 2030). This renegotiation reduced by approximately € 275 M the repayment of the debt to the EIB in the next five years. 8
ANNUAL REPORT 2010 • 001 INTRODUCTION 9
ANNUAL REPORT 2010 • 001 INTRODUCTION 001 CHAIRMAN’S STATEMENT
2010 was a year of significant achievements and very important as far as Brisa is concerned. Naturally, the Group was affected by the Dynamic portfolio management hard and adverse macro economic situation which Portugal is facing. However, the deep changes that it has carried through will On par with the search for more efficient processes and solutions, spur its competitiveness, solidity and growth. the Group continued to develop its growth strategy with considerable success.
The contract for the Poceirão-Caia high speed train concession Economic hardship entered by the ELOS consortium and the Portuguese State, involving the construction of 167 km of high speed railway and an Business activity was hurt by a number of external factors, with investment of 1.5 billion euros, marks Brisa’s transformation from instability in international financial markets and deterioration of a road operator into a global transport infrastructures operator. sovereign debt playing a central role.At financial level and in terms The selling of the stake in CCR - Companhia de Concessões of stock market performance, we saw an excessive correlation Rodoviárias concluded on 15 December was a key turning point in between the rise in Portugal's sovereign risk and Brisa's stock the Group's international positioning. After ten years of successful performance. operation in association with local partners, Brisa decided to leave Brazil, as it could not increase its minority holding. The operation In economic terms, we experienced the stepping up of direct and brought in proceeds over € 1.1 billion and will allow Brisa to indirect taxes and the climbing of raw-material prices.These factors replicate the model followed in Brazil in other geographies. combined with the resurgence of inflation and rising financing costs shrunk household disposable income. This inevitably affected Having analysed existing opportunities, we selected India and traffic on Brisa's motorway network, which fell by 3% in 2010. Part Turkey as priority markets for our international activity. The setting- of this drop, however, derives from the impact of competition of the up of the Feedback Brisa Highways joint-venture in India in late former (toll-free) SCUTS in the first nine months of the year. November attests for the strength of this new phase of international expansion.
Still with regard to the management of our interests, it is worth Improving operational mentioning the dialogue which Brisa kept with the State, viewing to conform Brisal and Douro Litoral to the availability fee model of efficiency the state-owned company EP-Estradas de Portugal.
The biggest changes were made at operation level. The search for increased efficiency in processes and systems gave rise to a new Conclusion of the Corporate toll payment system - Via Manual. The most visible aspect of this system is the semi-automatic toll payment machine, which allows Reorganization drivers to use any payment means they want.This project will bring greater efficiency to toll collection, with considerable gains. The introduction of toll collection in SCUT roads in the north of the The greatest transformation, however, was the one resulting from country was another relevant event contributing to our operational the corporate reorganization of the Brisa Group, the core aspect of efficiency. The adoption of electronic toll collection in these which was the transfer of Brisa Concession, including assets and motorways resulted in a significant rise in the number of Via Verde liabilities, to a new company - BCR - Brisa Concessão Rodoviária. This restructuring, started following the revision of Brisa's subscribers and total transactions, with a positive impact on the concession contract in December 2008, also involved the costs per transaction borne by concessionaires. Via Verde is now segregation of business areas, the integration of existing present in three other motorways, which all in all cover 173 km of competences in new associates and the redistribution of our tolls. The introduction of tolls in four other SCUTs scheduled for human resources, which are the backbone of the Group. 2011 should double the number of Via Verde transactions, bolstering Via Verde leading role in electronic toll collection. The new corporate structure marks a new phase in Brisa’s history, in particular for its implications in the Group's financial structure. All the while, Brisa continued working on improving energy, water The reorganization bolstered Brisa's financial solidity and ratings, and fuel consumption and CO2 emissions. To this end, it created improved asset management efficiency and provided cash flow the Brisa Eco-efficiency index to measure the rationality and the visibility, based on sustained growth and a stable shareholder impacts of our operation. In addition to being an efficiency and risk remuneration policy, which should be of at least € 0.31 cents per management tool of crucial importance for the Group, this index share for the next five years. will be used to gauge Brisa's performance in the different aspects of environmental management. Brisa has thus entered 2011 equipped with a new corporate structure, financially more solid, operationally more efficient and with added development potential. We believe to have established the bases for a stable dividend and growth-driven policy. 10
ANNUAL REPORT 2010 • 001 INTRODUCTION
MACRO ECONOMIC MACRO ECONOMIC BACKGROUND BACKGROUND
Economic recovery signs that started to emerge at the end of 2009 EUROPE AND PORTUGAL effectively saw the light in 2010, with world GDP rising by 4.6%. The pace of this upturn, however, began slowing down throughout The development of the Eurozone economy in 2010 was the year as temporary growth factors, namely governments' encouraging, with GDP recording a surprisingly positive growth budget stimulus, ceased without giving rise to a self-sustainable (1.7% vs. -4.1% in 2009). Conversely to expectations, which growth pace. Emerging economies, on the other hand, are growing pointed to a recovery based on temporary factors, such as at a more controlled albeit sustainable rate, anticipating a adjustment in stocks and stimulus measures, the economic upturn moderate upswing in the short term. in the EU is evolving as seen in previous recoveries: a first phase sustained by exports, which have increased sharply; a second Throughout 2010, main world stock exchanges continued the phase, which is now taking off, with exports boosting investment. upward trend started in 2009, beating pre-crisis levels, with the German DAX, the US DOW and the British FTSE rising by 31%, 25% Job creation will be the subsequent phase, as the labour market and 23% respectively. Conversely, the Portuguese stock exchange reaction to economic recovery is always slower. In 2010 the underperformed, with the PSI 20 accumulating losses of 10% for unemployment rate in the Eurozone surpassed 10% and general the year, translating the increase in sovereign debt risk and its conditions in the employment market are likely to remain fragile, impact on Portuguese companies. since temporary incentives have ceased and there are structural adjustments under way, particularly in the Public Sector. Against this background, inflation remained under control (1.5% in 2010) despite the rise in raw material prices and indirect taxes in some member States.
KEY ECONOMIC INDICATORS
2007 2008 2009 2010 ZONA EURO PIB 2.9 0.4 -4.1 1.7 INFLAÇÃO 2.1 3.3 0.3 1.5 DESEMPREGO 7.5 7.5 9.5 10.1 EUA PIB 7.9 0.0 -2.7 2.7 INFLAÇÃO 2.7 3.3 0.2 1.7 DESEMPREGO 4.6 53.8 9.3 9.6 PORTUGAL PIB 2.4 0.0 -2.6 1.3 INFLAÇÃO 2.4 2.7 -0.9 1.4 DESEMPREGO 8.1 7.7 9.6 10.5
Fonte: Previsões de Outono da UE, Novembro 2010 11
ANNUAL REPORT 2010 • 001 INTRODUCTION
As result of budget consolidation measures and structural policies rise in prices stood considerably below that occurred in 2009: 12% adopted to promote sustainable growth, government deficits vs. 70% Average Brent prices stood at USD 79,5, representing an started to lose weight. Unfortunately, performance is not the same increase by 28% over 2009. In the Eurozone, the increase in oil for every Member State, and this fact combined with the slowdown prices throughout the year was of 17% (EUR 80 to EUR 94 per of world activity and the end of temporary incentives, hinders the barrel) due to the evolution of the USD against the EUR, which short term outlook for the EU economy. appreciated by 7% in 2010.
The Portuguese economy is characterized by weak productivity and During 2010, the price of oil in the U.S. market, showed a stability competitiveness and an enormous dependence from abroad in not known in previous years. In fact, 2008 and 2009 have recorded both financial and trade terms and it has therefore been mainly minimum and maximum amplitudes between 360% and 140% and increasingly backed by external debt. respectively but in 2010 the price of Oil ranged from a minimum of $ 66 in May and a maximum of $ 91 in December, an overall In this environment of contracted economic partners, deterioration change of less than 40 %. Therefore, a lower volatility and a of the labour market and failure to restructure key sectors, Public gradual fixing of oil prices at high levels has occurred, with the Finances have been severely affected forcing financial markets to average price rising to nearly $80 in 2010. Oil prices in the euro keep Portugal under a wary eye, this prompting a severe rise in zone followed the trend described earlier, ranging between the public debt yields. In an attempt to ease the pressure, the minimum and maximum of EUR 70 to EUR 94 per barrel. Government announced austerity measures in May and then in September, some of which were already implemented in 2010. THE CAR MARKET
In spite of all, GDP should have grown 1.25% mainly in the first In 2010 the European Union (EU15) car market continued to half of the year, as private consumption benefited from reduced decline, posting a cumulative drop of 36% since 2008. Car sales in interest rates and anticipated the announced rise in VAT. major world economies have kept below the long term trend, expressing limited risk of continued downward trend. In Portugal, OIL AND ROAD FUEL PRICES sales recovered to 2008's levels (270 000 vehicles) explained by the bringing forward of car purchases motivated by the VAT rise Despite a high volatility in oil prices in 2010 - ranging from announced for 2011, with sales jumping by almost 50% in minimum levels of USD 70 to USD 90 at the end of December, the December as against the previous month.
GDP GROWTH RATE (%)
4,0 2,0 0,0 -2,0 -4,0 -6,0 2007 2008 2009 2010
Euro Area USA Portugal Source: Banco de Portugal 12
ANNUAL REPORT 2010 • 001 INTRODUCTION
EVOLUTION IN AVERAGE FUEL RETAIL PRICES, 2007-2010
1,70
1,60
1,50
1,40
1,30
1,20
1,10
1,00
0,90
0,80 J M M J S N J M M J S N J M M J S N J M M J S N 2007 2008 2009 2010
Average Diesel Petrol
EVOLUTION OF NEW CAR SALES, 2004-2010
10%
5%
0%
-5%
-10%
-15% EU15 -20%
-25% Portugal
-30% Source: Instituto Nacional de Estatística 13
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS 002 ROAD CONCESSIONS 14
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS 002 ROAD CONCESSIONS
ROAD BRISA CONCESSIONS CONCESSION
AT THE END OF 2010, THE PORTUGUESE ROAD CONCESSION MARKET WAS MADE UP OF 21 The network operated by BCR pursuant to concession includes 12 motorways, totalling 1 101.9 km, not including the future access to CONCESSIONS, INCLUDING 3 000 KM OF MOTORWAYS. the New Lisbon Airport. BRISA RUNS HALF OF THESE 3 000 KILOMETRES HOLDING 6 MOTORWAY CONCESSIONS, DISTRIBUTED AS FOLLOWS: The company presently operates 11 motorways totalling 1094.6 km, of which 1 012.8 km are subject to tolls. 1. The network will be completed with construction of the A33 motorway, corresponding to the access to the New Lisbon Airport. Brisa Concessão Rodoviária (100% controlled by Brisa), with a BCR network includes links to the logistics platforms of Lisboa network of 11 motorways and 1116 km under concession. This Norte, Poceirão and Alto da Guerra, on the EN10, still under concession ends in 2035. construction.
The network includes the country's main road axes, namely the 2. coastal corridor and the Lisbon-Madrid connection. It further Auto-estradas do Atlântico (50% held by Brisa), consisting of includes important circular roads around the metropolitan areas of two motorways (A8 and A15), totalling 170 km. This concession Lisbon and Oporto. The concession will end in 2035, according to ends in 2028. the new concession contract negotiated in 2008 with the Portuguese State.
3. WIDENING, EXPANSION Litoral Centro (Brisal) (70% held by Brisa), which operates the AND MAINTENANCE Litoral Centro (A17) motorway, with 93 km.This concession ends in 2034. Under the terms of the Concession Contract, the number of motorway lanes must be widened from 2 to 3 and 3 to 4 lanes in each direction when Average Daily Traffic (ADT) of respective 4. motorway exceeds 35 thousand or 60 thousand cars, respectively. Douro-Litoral (45% held by Brisa), a concession for 3 motorways In 2010 the Company completed the widening from 2 to 3 lanes of (A32, A41 and A43), covering a total length of 129 km. This the sub-stretches Estarreja-Feira on the A1 motorway and Coina- concession ends in 2034. Palmela on the A2/A12 motorway. The last part of the widening from 2 to 4 lanes of sub-stretch Águas Santas–Maia on the A3 (Porto/Valença motorway) was also finalized. 5. Widening works in progress concern 13.8 km on sub-stretch Maia- Baixo Tejo (30% held by Brisa), concession awarded in January Santo Tirso on the A3 (Porto/Valença) and sub-stretch Valongo- 2009 operating 68 km of roads located on the southern bank of the Campo on the A4 (Porto/Amarante). Tagus. This concession is valid up to 2038. In terms of the investments required pursuant to the concession contract, BCR continued to develop the project of the road access 6. to the logistics platform of Poceirão and completed the design plan for the Soure Junction. Road works started during the year included Litoral Oeste (15% Brisa), concession awarded in February 2009, the beginning of construction of the access to the Lisboa Norte located in the West region and spreading to East, linking the A1 (Brisa logistics platform in Castanheira do Ribatejo and road link to Alto Concession) to the A17 (Brisal) and the A8 (Atlântico).Total of 112km, da Guerra (A12–EN10, in Setúbal). 19km of which tolled. This concession ends in 2038. 15
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
CHARACTERISTICS OF BRISA CONCESSION IN 2010
MOTORWAYS LENGTH (KM) TOLLED TOLL-FREE TOTAL 2X2 LANES 2X3 LANES 2X4 LANES A1 – AUTO-ESTRADA DO NORTE 277.8 17.4 295.2 160.6 127.3 7.3 A2 – AUTO-ESTRADA DO SUL 225.2 9.6 234.2 202.8 32.0 A3 – AUTO-ESTRADA PORTO/VALENÇA 101.3 11.5 112.8 104.4 8.4 A4 – AUTO-ESTRADA PORTO/AMARANTE 48.3 3.0 51.3 51.3 A5 – AUTO-ESTRADA DA COSTA DO ESTORIL 16.9 8.1 25.0 3.8 21.2 A6 – AUTO-ESTRADA MARATECA/ELVAS 138.8 19.1 157.9 157.9 A9 – CIRCULAR REGIONAL EXTERNA DE LISBOA 34.4 34.4 34.4 A10 – AUTO-ESTRADA BUCELAS/CARREGADO/IC3 39.8 39.8 7.4 32.4 A12 – AUTO-ESTRADA SETÚBAL/MONTIJO 24.8 24.8 5.2 19.6 A13 – AUTO-ESTRADA ALMEIRIM/MARATECA 78.7 78.7 78.7 A14 – AUTO-ESTRADA FIGUEIRA DA FOZ/COIMBRA NORTE 26.8 13.1 39.9 39.9 TOTAL 1 012.8 81.8 1 094.6 812.0 266.9 15.7
ECONOMIC 1 WIDENING WORKS IN INDICATORS PROGRESS IN 2010 OPERATING REVENUES
MOTORWAYS LENGTH (KM) TYPE A 3 - AUTO-ESTRADA PORTO/VALENÇA SUB-STRETCH MAIA – SANTO TIRSO 12,8 2X3 A 4 - AUTO-ESTRADA PORTO/AMARANTE 523,6 MILLION EUROS SUB-STRETCH VALONGO - CAMPO 1,0 2X3 EBITDA
At road maintenance level, in addition to various specific interventions made, the following pavement works were completed: 386,4 MILLION EUROS • Improvement works / pavement reinforcement of Sacavém- Viaduto do Trancão Junction and Sacavém-São João da Talha sub-stretch on the A1 (Auto-estrada do Norte); EBITDA % • Pavement improvement works on Grândola Norte-Grândola Sul sub-stretch, south/north direction, on the A2 (Auto-estrada do Sul); • Pavement improvement works on Braga Oeste–EN 201-Ponte de 73,80% Lima Sul sub-stretches on the A3 (Auto-estrada Porto/Valença).
As of 31 December 2010, ongoing works included pavement NUMBER OF EMPLOYEES improvement of sub-stretches Alcácer do Sal-Grândola Norte on the A2 (Auto-estrada do Sul) and Montijo-Pinhal Novo on the A12 (Auto-estrada Setúbal/Montijo). Periodical inspections continued to be made, the results of which 13 are introduced in the Pavement Management System to be used in 1 Pro forma values improvement studies. The company also continued to deploy noise mitigation equipment throughout the network. 16
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
DIRECT INVESTMENT IN BRISA CONCESSION
TYPE OF INVESTMENT 2005 2006 2007 2008 2009 2010 NEW STRETCHES 154.3 200.9 110.6 9.2 2.5 15.2 COMPLEMENTARY PROJECTS1 64.2 56.8 54.5 73.5 60.1 51.9 OTHER 39.6 31.5 17.9 21.7 13.4 17.6 TOTAL 258.1 289.2 183.0 104.4 76.0 84.7
1 Mainly widening works.
Finally, we point out the introduction of a semi-automatic toll payment system with a high reliability level that has improved traffic flow in toll plazas. This equipment holds all the DEVELOPMENT OF ADT AND TOTAL functionalities of the manual payment: TRAFFIC IN THE TOLLED MOTORWAY • All payment means are available • Assistance through video cameras and voice contact BREAKDOWN 2009-2010 GROWTH • Issuing of invoices AVERAGE DAILY TRAFFIC -2.9% TOTAL TRAFFIC -2.8% In 2010, this equipment was deployed in 249 lanes of 84 toll barriers on the BCR network, representing an investment of nearly 11.9 million euros. DIRECT INVESTMENT IN THE NETWORK EVOLUTION OF AVERAGE Direct investment in Brisa concession network totalled 84.7 million euros. The largest slice of this investment went to road widening, DAILY TRAFFIC (ADT) in the amount of 56.5 million euros BREAKDOWN 2009-2010 GROWTH TRAFFIC IN BRISA CONCESSION ORGANIC -1.1% SHADOW TOLLS -1.5% In 2010 Annual Daily Average Traffic (ADT) in Brisa concession totalled 19 178 vehicles, corresponding to a change of 2.9% in A9 DISRUPTION -0.2% relation to the previous year. The inclusion of Braga South Ring in TOTAL CIRCULATION -2.8% the A3 motorway explains the difference between ADT and Total CIRCULAR SUL DE BRAGA -0.1% Traffic. TOTAL ADT -2.9% This decline was due to an unfavourable macroeconomic background which is dragging since 2008, on par with the on the motorway's performance and Brisa's global results. competition and cannibalization impact which affected Brisa Concession. From the second half of October onwards, Costa de Prata, Grande Porto and Norte Litoral concessions, which were toll free until then, These figures attest for the resilience of traffic, as even with started to be tolled (SCUT).As result, demand for these concessions exogenous effects, ADT fell much less than GDP. decreased, with traffic moving to alternative roads. Amongst BCR motorways, the A1 (Auto-estrada do Norte), A3 (Auto-estrada The finalization in September 2009 of Costa da Prata concession Porto/Valença) and A4 (Auto-estrada Porto/Amarante) were the (with the opening of the Angeja – Estarreja sub-stretch), reinforced ones which recorded greater positive effect, as they captured part and extended the North-South corridor referred above and of the traffic that ceased to use the Costa de Prata, Grande Porto provided a new road link between Lisbon and Oporto. This new and Norte Litoral motorways. corridor adversely affected the results of the A1 motorway in the first nine months of 2010, contributing to the worsening Brisa BREAKDOWN BY MOTORWAY Concession's global results. As compared to 2009, the evolution in traffic per motorway From the end of January to the beginning of March, the A9/A16- changed the relative weight of each motorway on Brisa’s tolled Radial Pontinha sub-stretch on the A9 (CREL-Circular Regional network. Exterior de Lisboa) was closed to traffic following the occurrence of a landslide. Although an one-off incident, it had a negative impact 17
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
ANNUAL GROWTH IN TRAFFIC PER MOTORWAY
5.0% 4.0% 3.0% 2.2% 2.0% 0.9% 1.0% 0.0% -1.0%
-2.0% -1.3% -1.5% -1.9% -3.0% -2.8% -4.0% -3.3% -3.4% -3.5%
-5.0% -4.8% -4.8% -6.0% -7.0% -8.0% -9.0% -9.0% -10.0% A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14 TOTAL
RELATIVE WEIGHT OF TRAFFIC IN EACH MOTORWAY OF BRISA NETWORK
50% 40% 30% 20% 10% 0% A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14
2009 2010 18
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
The A1 (Auto-estrada do Norte) motorway was hurt by competition As far as the A9 (CREL) motorway is concerned, the negative from the Costa de Prata Concession until September, though this performance was due to the traffic interruption occurred in the first was mitigated in the last quarter of the year following the quarter of 2010, which also affected results of the A10 (Auto- introduction of tolls in this motorway. Estrada Bucelas/Carregado/IC3) motorway.
The A3 (Auto-estrada Porto/Valença) and A4 (Auto-estrada Porto/Amarante) motorways posted a favourable performance, TRAFFIC STRUCTURE benefiting from the introduction of tolls on the Norte Litoral and BY TYPE OF VEHICLE Grande Porto concessions, in October 2010.
ANALYSIS BY CLASS OF VEHICLE
The breakdown of traffic per type of vehicle reveals a decrease by 2009 6.7% in heavy vehicle traffic and a 2.7% drop in light vehicles traffic. This performance was due to the unfavourable economic Heavy Light situation witnessed throughout the year. We point out, however, 4.9% 95.1% that heavy vehicles account for 5% of total traffic. The breakdown per toll class also attests for the unfavourable economic scenario and the negative impact from the Costa de Prata concession, with classes 2 and 4 losing importance as compared to the previous year.
0102030405060708090100 TRAFFIC STRUCTURE 2010 PER CLASS Heavy Light CLASS 2009 2010 1 82.4% 82.9% 5.1% 94.9% 2 12.5% 12.1% 3 0.7% 0.7% 4 4.4% 4.3%
0102030405060708090100 19
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
ATLÂNTICO ECONOMIC CONCESSION INDICATORS
The Atlântico Concession includes the operation of the A8 (Lisboa OPERATING REVENUES – Leiria) and the A15 (Caldas da Rainha – Santarém) motorways with a total length of 170 km, both located in Portugal’s western region. The A8 motorway joins the A17 (Auto-estrada Litoral Centro) motorway up north in Leiria and the A9 (CREL) motorway down south, near Lisbon. 68.9 MILLION EUROS The A15 also links to the A1 motorway near Santarém.This network has a strong urban nature, as it serves Lisbon’s northern metropolitan area. It is also part of the second north-south corridor EBITDA and serves the western region, one of the most developed regions in the country.
In 2010, the company completed widening works (2x3 lanes) on the Loures-Malveira sub-stretch. Works in the pipeline for 2011 47.9 include the link of the A8 motorway to the IC36 road near Leiria MILLION EUROS
Automatic tolls were deployed in all toll barriers of the A15 and in EBITDA % a number of barriers on the A8. This type of toll payment will be installed in all remaining barriers of the A8 during 2011. TRAFFIC IN ATLÂNTICO CONCESSION 69.50% In 2010 Annual Daily Average Traffic (ADT) in Atlântico concession totalled 16 520 vehicles, corresponding to a negative change of 2.9% as compared to the previous year. NUMBER OF EMPLOYEES 220
ATLÂNTICO CONCESSION CHARACTERISTICS
MOTORWAY LENGTH (KM) TOTAL TOLL-FREE TOLLED 2X2 LANES 2X3 LANES A8 – AUTO-ESTRADA LISBOA – LEIRIA 129.8 26.0 103.8 79.1 50.7 A15 - AUTO-ESTRADA CALDAS DA RAINHA – SANTARÉM 40.2 0 40.2 40.2 0 TOTAL 170.0 26.0 144.0 119.3 50.7
ATLÂNTICO CONCESSION DIRECT INVESTMENT
TYPE OF INVESTMENT 2006 2007 2008 2009 2010 NEW STRETCHES 0.2 0.1 0.2 - - COMPLEMENTARY PROJECTS2 0.6 1.9 0.3 10.9 32.7 OTHER 0.0 0.0 0.0 0.4 1.3 TOTAL 0.8 2.0 0.5 11.3 34.0 20
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
Besides the impact of the economic situation, demand for the TRAFFIC STRUCTURE Atlântico Concession was positively affected by the finalization of Costa de Prata Concession in September 2009 and negatively BY TYPE OF VEHICLE influenced by the introduction of tolls in the said concession in October 2010.
ANALYSIS BY CLASS OF VEHICLE
2009 Conversely to the performance seen in Brisa Concession, drop in Heavy Light demand was stronger for light vehicles (-3.0%) than for heavy vehicles (-0.9%). The relative weight of heavy vehicles traffic rose 4.0% 96.0% slightly to 4.0% of traffic as against 3.9% in 2009.
In terms of toll classes, the weight of each class remains stable in relation to the previous year.
0102030405060708090100 AVERAGE DAILY TRAFFIC AND TOTAL TRAFFIC 2009-2010
MOTORWAY ADT 2009-2010 GROWTH 2010 (TOLLED NETWORK) 2010 ADT CIRCULATION Heavy Light A8 20 828 -3.2% -3.2% 3.9% 96.1% A15 5 402 0.0% 0.0% TOTAL NETWORK 16 520 -2.9% -2.9%
TRAFFIC STRUCTURE 0102030405060708090100 PER CLASS
CLASS 2009 2010 1 83.5% 83.6% 2 12.6% 12.4% 3 0.8% 0.8% 4 3.2% 3.2% 21
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
BRISAL ECONOMIC CONCESSION INDICATORS
Brisal Concession operates the A17 (Litoral Centro) motorway, in a OPERATING REVENUES total length of 92.7 km. The concession is for a variable period of 22 to 30 years (2034).
This concession is located in the west coast and forms the second north-south corridor, connecting the country’s two largest cities – Lisboa and Oporto. It also links directly to the Atlântico concession Aveiro 26.2 MILLION EUROS and to the A14 near Figueira da Foz. Mira The A17 opened to traffic gradually until 2008, the year it was EBITDA finally completed with the opening to traffic of the Marinha Cantanhede Grande-Mira sub-stretch. The Lisbon / Oporto corridor, however, A17 was only established following the opening in September 2009 of the Angeja / Estarreja stretch in the Costa da Prata concession, located north of the Brisal concession. Coimbra Figueira da Foz 14.7 MILLION EUROS The deployment of the Via Manual system along with a collection system (Via Mais Verde) with no physical toll barrier reduced travel EBITDA % periods even further and improved comfort and safety levels. Pombal Brisal’s toll collection is totally automatized, representing an example of what is to be gradually deployed in remaining Marinha Grande concessions of the Group. Leiria 56.10% During 2010 there were conversations with the State, aiming at changing the concession contract. NUMBER OF EMPLOYEES TRAFFIC IN BRISAL CONCESSION A8
In 2010 Annual Daily Average Traffic (ADT) in Brisal Concession totalled 8425 vehicles, corresponding to a change of 3.7% in relation to the previous year. 3
CHARACTERISTICS OF THE BRISAL CONCESSION
MOTORWAY LENGTH (KM) TOTAL TOLL-FREE TOLLED IN OPERATION A17 – MARINHA GRANDE – LOURIÇAL 32.3 - 32.3 32.3 A17 – LOURIÇAL – MIRA 60.4 - 60.4 60.4
DIRECT INVESTMENT IN BRISA CONCESSION
TYPE OF INVESTMENT 2006 2007 2008 2009 2010 NEW STRETCHES 203.9 230.4 51.5 3.4 - TOTAL 203.9 230.4 51.5 3.4 - 22
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
Benefiting from the final opening to traffic of the Costa de Prata The rise in demand by heavy vehicles was stronger as compared to concession in September 2009, Brisal recorded a strong rise in ADT light vehicles (+11.8% against +2.8%). The relative weight of in the first nine months of 2010. Demand for this motorway was heavy vehicles traffic rose slightly to 10.7% of traffic as against negatively influenced by the introduction of tolls in the last quarter 10.0% in 2009. of the year. In terms of toll classes, the weight of each class remains stable in ANALYSIS BY CLASS OF VEHICLE relation to the previous year.
Brisal benefited from the recent developments in the surrounding network As result, the performance of heavy vehicles was higher than for light vehicles, since the consolidation of the A8-A17-A29 TRAFFIC STRUCTURE corridor became more attractive for this type of vehicles, specially BY TYPE OF VEHICLE because the northern part of the corridor was toll free up to October. 2009 AVERAGE DAILY TRAFFIC AND Heavy Light TOTAL TRAFFIC 2009-2010 10.7% 89.3%
ADT 2009-2010 GROWTH BRISAL 2010 TMD TRAFFIC LIKE-FOR-LIKE NETWORK 8 425 3.7% 3.7%
0102030405060708090100
TRAFFIC STRUCTURE PER CLASS 2010 CLASS 2009 2010 Heavy Light 1 79.7% 76.5% 10.0% 90.0% 2 12.8% 12.7% 3 1.0% 1.2% 4 6.5% 9.5%
0102030405060708090100 23
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
DOURO LITORAL CONCESSION
The Douro Litoral Concession granted to a consortium led by Brisa in December 2007 for a period of 27 years, involves the construction and operation of three tolled motorways, totalling 76 km, and the operation and maintenance for a 5-year period (March Paredes 2008 to March 2013) of the main road axes around the Maia N14 metropolitan area of Oporto. This second network is approximately Valongo 53 km long, which places the total length of the concession at over A28 128 km. A20 Matosinhos Gondomar
The privileged location of the new stretches to be built, on par with Porto A43 the sections currently in operation will be crucial for the mobility of Gaia the North region, as the network crosses and complements other A44 roads, whether operated by Brisa as is the case of the A1, A3 and A4 motorways or by other concessionaires, namely the A28, A42 A1 and A29. A41
The importance of this Concession is shown in the amounts of investment involved, estimated to reach 1 000 million euros, spanning over a three year construction period.
2011 will be crucial for the Concession as its three new motorways will open to traffic: A41 and the remaining part of the A43 on the A32 1st of April and the total length of the A32, on the 1st of October. Espinho A41 Feira During 2010 there were conversations with the State, aiming at changing the concession contract. S. João da Madeira
During 2010 the concessionaire's activity focused on:
• Completion and opening to traffic on 1 September of Gondomar- Gens stretch on the A43-IC29, with 4 km, complying with provisions in the Concession Contract in terms of deadlines and prices; Activity planned for 2011 will represent investments in construction and equipment, totalling over 149 million euros. • Completion of the expropriation proceedings for the construction of the A32, with only 95 plots out of 1341 left to expropriate; and In the first half of 2011, the concessionaire will start pavement • Operation and maintenance of a number of motorways located reinforcement works on the IC1, it will continue to install acoustic in the metropolitan area of Oporto that were transferred to the barriers on the VCI and complete the installation of the traffic concessionaire in March 2008, including a set of important management system to operate this group of motorways. works, particularly at pavement level (EN14 – Leça do Bailio/A4), safety level (installation of DPM's completed) and noise level (deployment of acoustic barriers on the VCI), in addition to current maintenance works, such as landscaping, drainage and horizontal signs.
DOURO LITORAL CONCESSION CHARACTERISTICS
MOTORWAY LENGTH (KM) TOTAL TOLLED IN OPERATION A43 – GONDOMAR /AGUIAR DE SOUSA (IC24) 8.1 3.3 4.8 A41 – PICOTO (IC2) - NÓ DA ERMIDA (IC25) 33.2 33.2 A32 – OLIVEIRA DE AZEMÉIS /IP1 (S.LOURENÇO) 34.4 34.4 STRETCHES IN OPERATION (TOLL-FREE) 52.6 52.6 TOTAL 128.3 70.9 57.4 24
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
BAIXO TEJO CONCESSION
The Baixo Tejo Concession underwent construction and development throughout 2010.The concession was awarded to the consortium led by Brisa in January 2009, for a period of 30 years. Its main object is the design, planning, construction, widening, financing, operation and maintenance of motorway stretches, regional and other roads in the district of Setúbal.
This concession covers the construction and operation of two stretches of the IC32 motorway (Palhais-Coina and Casas Velhas- Palhais), including toll collection (except for local traffic) and the operation and maintenance of the stretches under operation: Coina-Montijo (IP1) on the IC32, Montijo (IP1)-Alcochete on the IC3, IC20 – Via Rápida da Caparica (IC20) and Via Rápida do Barreiro (IC21), totalling 34 km. The concession contract further Lisboa includes improvement works and operation of Avenida do Mar, IC3 between Fonte da Telha and Belverde. The total length of these Almada roads is 39 km. Montijo Barreiro IC32 IC21 The privileged location of the new stretches to be built, on par with IC20 Amora the sections currently in operation will be crucial for the mobility of the South of Lisbon region, as the network crosses and complements other roads, whether operated by Brisa as is the case of the A2 and the A12 motorways or by other concessionaires (specifically Lusoponte), which operate the two bridges over the Setúbal Tagus (25 de Abril and Vasco da Gama). Estimated investment hovers around 289 million euros spanning over a construction period of 3 years.
BAIXO TEJO CONCESSION CHARACTERISTICS
ROAD STRETCH LENGTH (KM) REMARKS IIC 32 PALHAIS - COINA 17.7 NEW CONSTRUCTION IC 32 CASAS VELHAS - PALHAIS 3.5 NEW CONSTRUCTION LIGAÇÃO FUNCHALINHO FUNCHALINHO - LAZARIM 1.4 NEW CONSTRUCTION TRAFARIA LINK TRAFARIA - FUNCHALINHO 2.0 NEW CONSTRUCTION ER 377-2 COSTA DA CAPARICA - FONTE DA TELHA 9.1 NEW CONSTRUCTION IC 32 COINA - MONTIJO (IP1) 15.4 UNDER OPERATION IC 3 MONTIJO (IP1) - ALCOCHETE 3.1 UNDER OPERATION IC 20 VIA RÁPIDA DA CAPARICA 5.9 UNDER OPERATION IC 21 VIA RÁPIDA DO BARREIRO 9.5 UNDER OPERATION TOTAL - 67.6 - 25
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
During 2010, the concessionaire completed and opened to traffic in In 2011, the concessionaire will open to traffic the link to Trafaria December the road link to Funchalinho, with 1.4 km in length. and subsequently the Casas Velhas-Palhais stretch on the IC32, Meanwhile, expropriation proceedings continued with which will open at the same time as the redesigned Casas Velhas approximately 25% of a total of 430 plots of land still pending Junction. Activity planned for 2011 will represent investments in expropriation. In terms of design plans, the company studied the construction and equipment, totalling over 181 million euros. redesigning of the Casas Velhas Junction and pavement improvements on the IC3 and IC32. The sub-concessionaire plans to start during the first half of 2011 the installation of acoustic barriers on the IC32, the installation of the technical infrastructure on the remaining stretches (IC3, IC21 In what concerns operation and maintenance of the stretches and IC32), and of the traffic management system for this group of transferred to the concessionaire in January 2009, a number of motorways. relevant works were carried out, namely pavement improvement and reinforcement of Via Rápida da Caparica, (IC20), besides current maintenance works (civil and electrical maintenance), cleaning of drainage systems, vertical and horizontal signs, and landscaping. The company also started the construction of technical infrastructures on this stretch. 26
ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS
LITORAL OESTE CONCESSION
The Litoral Oeste Concession was awarded in February 26, 2009 for a period of 30 years.
It will involve a total investment of 622 million euros and will have a total length of 111.6 km, of which 81.7 km is for construction and operation, 26.8 km is for operation only and 3.1 km is for widening. The undertaking will serve a resident population of 400 thousand people spread throughout nine municipalities.
The following roads are operated by Auto-Estradas do Litoral Oeste S.A. since 26 April 2009: Circular Oriental de Leiria (COL), Via de Penetração de Leiria (VPL), EN 1-Nó do IC9/Nó de S. Jorge (IC2), IC2 - Nó IC 36/Nó EN 109 and IC9 – Carregueiros/Tomar totalling 23.7 km in length.
With the beginning of operation of the Vale dos Ovos/Carregueiros sub-stretch on the IC9A on October 9, the company operates 30 km of roads.
On October 13, 2010 the company inaugurated the ring road of Nazaré (EN 242), totalling 5.7 km.
In December it completed the widening of the IC2, which is now called A19. By end 2010, the Litoral Oeste motorway network totalled 35 km fully opened to traffic.
Total investment in this concession in 2010 amounted to 161 million euros.
LITORAL OESTE CONCESSION CHARACTERISTICS
MOTORWAYS LENGTH (KM) TOLLED TOLL-FREE TOTAL 1X2 LANES 2X2 LANES 2X3 LANES IC 36 – LEIRIA SUL/LEIRIA NASCENTE 6.0 6.0 6.0 IC 2 – VARIANTE DA BATALHA/NÓ IC 36/NÓ EN 109 13.3 3.1 16.4 13.3 3.1 IC 9 – NAZARÉ/ALCOBAÇA/EN1/TOMAR/IC 3 70.4 70.4 70.4 VARIANTE DA NAZARÉ 5.7 5.7 5.7 CIRCULAR ORIENTAL DE LEIRIA 3.5 3.5 3.5 VIA DE PENETRAÇÃO DE LEIRIA 1.6 1.6 1.6 EN 1 8.0 8.0 8.0 TOTAL 19.3 92.3 111.6 84.1 24.4 3.1 27
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE 003 MOBILITY OPERATION AND 28
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE 003 OPERATION AND MOBILITYE
OPERATIONS ECONOMIC INDICATORS BRISA OPERAÇÃO & MANUTENÇÃO (BRISA O&M) TOTAL SALES
Included in its reorganization process and aiming at increasing efficiency, Brisa decided to split off the operation and maintenance activities developed by the Group and create a new company for this exclusive purpose - Brisa O&M. (Brisa O&M). 118.3 MILLION EUROS Brisa O&M started operating in December 23, 2009, holding as corporate object the provision of special and integrated services to EBITDA all motorways of the Brisa Group in Portugal, namely the monitoring, operation and maintenance of motorways and road users assistance.
The setting up of Brisa O&M resulted from the merger of the former Brisa Assistência Rodoviária with a number of road operation and 22.9 MILLION EUROS maintenance services that until then were provided by different departments of Brisa Auto-Estradas. This merger included EBITDA % respective human and equipment resources.
Brisa Assistência Rodoviária stemmed from the Assistance Services Department of Brisa Auto-Estradas de Portugal, having started its activity in 1977 with the opening to traffic of the Vila Franca de Xira/Carregado stretch and the integration in Brisa concession of 19.36% the Sacavém/Alverca/Vila Franca de Xira stretches. NUMBER OF EMPLOYEES
BRISA O&M VALUE CHAIN 1 471
Brisa O&M has thus over 30 years of experience in the provision of road operation and maintenance and assistance services.
OPERATION AND SERVICE EXCELLENCE
At road operation level, Brisa O&M activity covers the monitoring of operations and equipment, staff management, collections, Procurement & Design & Delivering Optimization control and recovery of generated revenues.
Excellence in the service provided to road users is one of Brisa O&M’s most important values. Active traffic management, Operation Maintenance customer information and satisfaction, road assistance and a & Conservation network of service areas are some of its reference services.
In support to the services provided to its clients – the road concessionaires - and aiming at continuing to improve its efficacy 29
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE and efficiency, in September 16, 2010, Brisa O&M certified its (VMPs), providing real time information to road users, and Quality Management System according to NP EN ISO 9001:2008, approximately 550 cameras that cover nearly 80% of Brisa in the area of “Traffic Control and Road Operation, Monitoring and network. There are 1271 SOS booths deployed throughout the Maintenance and Assistance”. network so that road users may request assistance when needed. The company has 56 meteorological stations to assess CUSTOMER SERVICE meteorological conditions throughout the network.
The motorways' operation is controlled by 15 Operational With the means described above, Brisa O&M can collect all the Coordination Centres scattered throughout the country. Their job is information required for its operation. Internal resources account to plan, organize, coordinate and control traffic, collection, road for 88% of all the information arriving to the OCC. maintenance and repair in their respective areas, in order to ensure compliance with contractual obligations and sustain high levels of quality and customer satisfaction.
These centres develop their activity in close cooperation with Brisa INFORMATION PROVIDED TO THE O&M central departments, namely the Monitoring and OCC THROUGH INTERNAL MEANS Maintenance Department, the Systems and Equipment Department, the Operations Department and the Clients Department. The Centres operate in the fields of traffic, equipment BRISA VEHICLE 53% and road maintenance (namely pavements, engineering structures, BLUE NUMBER 13% buildings and other), landscaping and signalling, environmental TELEMATICS 9% management and monitoring and safety management. SOS BOOTH 6% Brisa O&M, S.A. currently operates on Brisa Concessão Rodoviária OTHER MEANS 7% (BCR), Douro Litoral (AEDL) and Brisal and Baixo Tejo (AEBT) and 88% Litoral Oeste (AELO) sub-concessions. On the Atlântico and Túnel do Marão Concessions, Brisa O&M only provides Road Assistance Services. All in all, the company's area of intervention covers 1506 km. The Centre has access to a database of all occurrences, which allows the statistical processing and analysis of relevant In 2010, within the scope of its surveillance and patrolling activity, operational data. It also provides data for building up management Brisa O&M travelled 13 311 898 km, representing an average of 36 indicators, used to continuously improve the system. 471 km per day. The company performed 105 974 interventions, distributed as follows: HIGHLIGHTS FOR THE YEAR
• Earth removal works following landslide occurred on the A9 (CREL) which forced the closing down of the Belas Junction SURVEILLANCE AND stretch temporarily. • In September, 4.5 km of the A43 - Douro Litoral concession were PATROLLING open to traffic; • In October, 5 km of the EN242 - Nazaré ring road (Litoral Oeste TOTAL INTERVENTIONS 2010 Concession) were open to traffic; ASSISTANCE 34 374 • In December, 1.2 km of road were open to traffic on Baixo Tejo BREAKDOWN SERVICES 9 992 concession; SOC. PROTECTION 48 886 • Widening works (2x2 to 2x3 lanes) between Albergaria/Estarreja ACCIDENTS 11 870 (completed in November) and Coina/Palmela/Setúbal (Coina/Palmela completed in November). Beginning of the CAR TOWING 852 widening works between Maia/Santo Tirso. TOTAL 105 974 • From 22 July to 21 December, installation of a new toll payment system - Semi Automatic Payment (VMSA).
CUSTOMER SERVICE CENTRALIZED MANAGEMENT Blue Number – 808 508 508 Located in Carcavelos at the Group's head-office campus, the Operational Coordination Centre (OCC) handles emergency The Blue Number for Assistance and Information is a privileged operations and provides patrolling, protection and information to means of contact between clients and the concessionaires road users. This support is provided in close collaboration with the operated by Brisa O&M. In addition to being a direct channel to 15 Operational Centres. inform clients of traffic conditions, it can also be used to request assistance. This channel centralises all information on Brisa, Brisal The OCC coordinates the necessary resources for an active traffic and Douro Litoral, Baixo Tejo and Litoral Oeste motorway networks management, including assistance to road users and surveillance and is available for information or assistance requests 24 hours a of traffic conditions. The centre is prepared to extend the provision day, 365 days per year. The line received nearly 154 477 calls in of these services to future motorway networks. All OCC's activities 2010. are backed by road telematic equipment deployed throughout the network, consisting of a total of 200 variable message panels 30
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE
Web site www.brisa.pt means at their disposal, from shops to website, email, letter, fax and RSVP forms available at toll barriers. During 2010, Brisa O&M Brisa’s website displays information on the company and its Client Service Division handled 23 thousand claims. motorway network, including real time traffic information, description of the motorway network operated by Brisa and SERVICE AREAS respective toll rates and services available throughout the network. There are 27 Service Areas along the motorway networks operated The site recorded an average of 3 089 searches per day, by Brisa O&M, located at an average distance of 40 km from each corresponding to 1 130 394 searches made by 674 167 visitors. other.
Web site www.viaverde.pt The management and maintenance of the service areas fall to the oil concessionaires, which in their turn may sub-contract the direct The Via Verde website provides information on Via Verde and specific management of certain services, under Brisa's attendance posts and available services. Clients may access data supervision and approval. relating to their personal Via Verde identifier and manage their Via Verde contract (Via Verde Online) through a restricted access Although the operation of service areas is the responsibility of oil window. During 2010 the number of logins to this restricted area companies, Brisa follows their activity closely, periodically and totalled 175 923. consistently reviewing the running conditions of infrastructures and service levels. This audit work, which includes mystery client Radio visits, is carried out by an external company specialized in food health and quality. The quality of customer service and customer • Brisa reporter. Partnership with leading radio in urban traffic, satisfaction in Service Areas is thus increasingly important. consisting of information given Blue Number operators, twice a day at 7h50 am and 6h30 pm. In 2010 Service Areas met in average 84% of criteria subject to • Brisa FM. Traffic information provided to main radio stations at evaluation, which is 6% more than last year. Based on these national and local level by means of specific software developed results, Brisa set up a Service Quality Prize to reward performance by Brisa. and customer service quality and encourage continuous improvement. TV On par with these service quality evaluations, internal inspections Brisa provides real time traffic images to main national TV stations are performed on a regular basis to ensure the quality of through Brisa's own camera circuits. infrastructures and services.
Shops CLIENT SATISFACTION Brisa has 11 shops located in major urban centres to provide assistance services in person. The shops provide full service Brisa O&M carries out client satisfaction surveys on a monthly coverage to the concessionaires operated by Brisa O&M that basis, based on which it will implement the necessary correcting subscribed these services and to Via Verde clients, based on the measures, in order to improve all services. In 2010 the global level one-stop-shop concept, solving in one go any issue that may arise. of client satisfaction (on a scale of 1 to 4) for each audited service In 2010, these shops attended 546 711 clients. was again clearly positive:
Brisa values its clients’ opinion and welcomes any contribution Blue number: 3.51 likely to improve traffic safety, comfort and conditions in its Road assistance: 3.60 motorways. To this end, clients have an array of communication Shops (January to August 2010): 3.25
WEB SITE BRISA – CUSTOMER AREA
BRISA SITE 2009 2010 NUMBER OF VISITS AT BRISA SITE 655 439 1 130 394 AVERAGE DAILY VISITS 1 791 3 089 % OF VISITORS IN THE CLIENTS AREA 40.36 58.24 31
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE
PAYMENT SYSTEMS This is an ambitious project, transversal to the whole Group, involving in addition to Brisa O&M, also Brisa Inovação e Payment systems play a crucial role in service efficiency and Tecnologia (BIT), the Human Resources Division (DRH), operational quality. By end 2010, nearly 61% of Brisa Concession transactions Managers and the entire toll operation team. were carried out through Via Verde, 23% were paid in cash and 16% by Bank Cards, as shown in graph below By year end, the breakdown of transactions according to toll payment system was as follows: On July 22, 2010, a new payment/collection system - called Via Manual Semi-automática (VMSA) (semi automatic manual lane) • Via Verde 126 362 861 started to be implemented at Brisa Concession, becoming fully • Semi automatic Manual Lane (VMSA): 7 917 078 operational as of 21 December. During this period, 249 devices • Via Manual with toll booth operator: 74 617 394 were installed of a total of 304 manual lanes available. • Total transactions: 208 897 333
TRANSACTIONS PER TRANSACTIONS PER PAYMENT SYSTEM TYPE OF LANE
Via Verde ETC: Via Verde Bank Cards 23% 36% Manual: E-Toll Cash Manual: Toll Colector 61% 60% 16% 4% 32
ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE
Particularly in the Brisa road concession there was a slight increase ROAD SAFETY of 0.3% in the number of accidents compared with the previous year. The 3.0% increase in the road accident rate is due to the reduction in circulation of around 2.6% and to the poor weather PREVENTION conditions. A detailed analysis by quarter helped us to conclude that there was a worsening in the road accident rate in the 1st Brisa consistently supports prevention campaigns and improves quarter of the year, which was when we suffered the worst safety conditions throughout its network. weather conditions. Amongst the many actions carried out, we point out improvement Road accident indicators and reinforcement works. These investments include improvement • Road accident rate: +3.0% of traffic conditions, lane widening works and new and better • Road accident death rate: +11% signalling equipment. • Severe injury accident rate: +39.6% • Light injury accident rate: -0.3% In this field, we point out the "Safety First" programme which • Road accident index: +2.0% exists since 2005. This Programme is divided into two fronts: one • Death rate: +24.7% directed at drivers, by means of awareness-raising campaigns, the • Severe injury rate: +20.1% other aimed at students of the 1st Cycle of Basic Education, • Light injury rate: +1.9% through educational programmes In the Brisal concession, the positive trend in road safety was ROAD ACCIDENTS reinforced this year by the drop in all the road accident indicators, namely those related with the gravity of the accidents where there The number of road accidents is the main road safety indicator and, was a decrease of 100% in the rate of accidents involving death as such, it is a central issue in Brisa’s business. The systematic and serious injury, of 37.5% in the rate of accidents with minor monitoring of road accident history and the precise evaluation of injuries and of 42.3% in the rate of accidents with victims. its trends are of vital importance as an indicator of the organization’s impact on society and its performance. In this year and in absolute numbers, the accident history shows a lack of accidents involving death and serious injury, and 15 In the previous year’s sustainability report, Brisa communicated a accidents with minor injuries. set of 8 indicators associated to road accidents, which are published again this year complete with a 5 year history. The In the last 3 years, the downwards trend in the rate of road analysis of this data, alongside information from meteorological accidents has remained steady, even though total circulation in the records, gives us an interpretation of their evolution and the network has increased by around 69%. consequent assessment of their management.
Between 2005 and 2010 we continue to see an cumulative reduction in the road accident rate of 4.5%.
EVOLUTION OF THE ACCIDENT RATE
54,16 55 47,89 50 46,11 44,18 44,02 45 40 BCR BRISAL 35 31,54 30 24,13 25
20 15,79 15 10 2006 2007 2008 2009 2010 33
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES 004 SERVICES MOBILITY 34
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES 004 MOBILITY SERVICES
MOBILITY ECONOMIC INDICATORS SERVICES TOTAL SALES BRISA HAS CONTROLLING STAKES IN A NUMBER OF ROAD SERVICE BUSINESSES, WHICH COMPLEMENT ITS MAIN ACTIVITY. THESE COMPANIES PROVIDE ROAD RELATED SERVICES, NAMELY IN TERMS OF SAFETY AND COMFORT IN MOTORWAY AND URBAN ROADS. 27.7 MILLION EUROS The main object of these companies (except for Controlauto) is to assist road concessions, by means of strong specialisation and EBITDA operational efficiency gains. Although Brisa concession is their main client, these companies are increasingly expanding their business beyond the Group. 5.1 VIA VERDE MILLION EUROS
EBITDA % Via Verde Portugal is 60% held by Brisa, 20% held by Ascendi and 20% held by SIBS – Sociedade Interbancária de Serviços, which centralises interbank settlement and manages the Multibanco (ATM) network. 18.41% The payment system deployed by Via Verde allows non-stop electronic toll payment by means of radio communication between NUMBER OF EMPLOYEES the on-board unit and the roadside equipment. The Via Verde system was extended to all tolled motorways in Portugal, ensuring interoperability between the different networks. Via Verde was the first company in the world to provide this service to a motorway network (Brisa network) throughout its entire length. 131 The system is presently available in the tolled network of concessionaires Brisa, AEA (Auto-estradas do Atlântico), Ascendi The Via Verde system is also available in car parks belonging to (Auto-estradas do Norte e Grande Lisboa), Mafratlântico, Brisal (Auto- different operators, in Galp fuel stations and is currently being estradas do Litoral S.A), the Lisbon bridges (25 de Abril and Vasco da tested in three McDonald's McDrive restaurants. Gama) operated by Lusoponte and formerly toll-free concessions (SCUTs), namely Norte Litoral, Grande Porto and Costa de Prata. The Via Verde system is presently used in over 1 600 km of motorways and bridges, more than 80 car parks and 98 gas 2010 was marked by the introduction of tolls in toll free stations, accounting for approximately 61% of toll transactions in concessions (known as SCUT) namely Norte Litoral, Grande Porto Portugal. In urban stretches, Via Verde toll payments represent and Costa de Prata and by the introduction of the MDR (Medium close to 71% of total transactions. Payment transactions in car Data Rate) Identifiers, which are technologically more advanced. parks made through Via Verde are practically at the same level as Electronic toll collection in these three motorways is provided by Via Verde toll transactions. Via Verde. 35
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES
VIA VERDE TRANSACTIONS IN MOTORWAYS
200 000 000 195 000 000 190 000 000 185 000 000 180 000 000 175 000 000 170 000 000 165 000 000 160 000 000 155 000 000 2002 2003 2004 2005 2006 2007 2008 2009
CAR PARKS EQUIPPED WITH VIA VERDE
80 70 60 50 40 30 20 10 0 2003 2004 2005 2006 2007 2008 2009
The number of Via Verde transactions in car parks and fuel stations Portugal. To achieve this strategy, among other initiatives, the continued to grow in 2010. Following the deployment of the Via company has developed new information systems and Verde service in the car parks of Hospital da Luz and Estação do applications, set up a new subscription contract to the service and Oriente, the amount of transactions exceeded 8 million euros. This reinforced the various customer contact platforms. The figure accounts for 5.2% of total electronic payments, representing technological migration project that will ensure interoperability an increase by 13% in relation to 2009. with European peers, allowing the use of the Via Verde system by foreign residents is still being developed. Consolidation of its leading position as electronic toll collection provider at national level is a strategic priority of Via Verde 36
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES
MCALL ECONOMIC INDICATORS
Mcall is the Group company specialised in call centre services: TOTAL SALES multi-channel remote attendance services, aimed at improving efficiency of the service provided to Brisa and Via Verde clients. Besides being responsible for answering calls of Via Verde clients, the company provides other system-related services.
McCall is also responsible for receiving and handling Brisa's blue 2.7 MILLION EUROS number calls, on a 24h/day, 7d/week and 365d/year basis. The system provides a large set of information, namely on travel EBITDA assistance, traffic, travel route guiding and simulation, toll rates, services in emergency situations and detailed information on services and rest areas available in Brisa and other motorway networks.
The company also manages assistance requests made by hearing- 0.5 MILLION EUROS disabled clients (via SMS), and handles calls for car inspection bookings with Controlauto. EBITDA % 18.51% NUMBER OF EMPLOYEES 45 37
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES
BRISA INOVAÇÃO E ECONOMIC INDICATORS TECNOLOGIA TOTAL SALES
Brisa Inovação e Tecnologia is the company that resulted from the merger of Brisa's Innovation and Technology Department and Brisa Assistência e Electrónica Rodoviária.
In 2010, the development area of Brisa Inovação e Tecnologia, S.A. 27.0 MILLION EUROS developed the following projects:
• Semi automatic manual lanes (VMSA), which will enable a EBITDA significant drop in concessionaires' operational costs; • Traffic portal replacing the former data warehouse, which will answer to new business needs and increase information speed. This traffic portal gathers toll and traffic data, providing a global and integrated overview, in addition to allowing access via web 2.2 MILLION EUROS and opening source tools, thus eliminating related licensing and other costs. EBITDA % • A new generation of traffic counters, complying with Portuguese road authorities requirements, but different as they are more easily and less intrusively deployed and require lesser maintenance, without affecting performance. This translates into cost reductions, in both installation and maintenance phases; % • New low cost video CODEC, integrating Automatic Incident 8.20 Detection and alarm, in order to minimize maintenance costs; NUMBER OF EMPLOYEES • Toll invoicing management system, to manage invoices from every toll plazas and based on a single platform, follow the life cycle of invoices, interfacing with SAP and SIBS, issuing credit notes and significantly facilitating all invoice related work of both Brisa O&M clients and Via Verde shops; 84 • DSRC (Dedicated Short Range Communications) Antenna, to start in 2011; installation of all telematics equipment following widening works • 5.8 GHzm identifier developed in collaboration with ISEL, Aveiro in the stretch between Coina and Palmela, and the supply of the University and the start-up Daily Work, launched as pre-series latest version of DSRC systems for payment at GALP gas stations, production at the end of 2010. with huge savings in installation and maintenance costs, which allowed their deployment at all gas stations. Publishing of book “R&D+I Open Roads To Innovation”, which compiles scientific publications produced by Brisa and its university Installation of 13 new traffic counters on the A5, EN242 and IC2 partners from 2003 to 2008. motorways.
In line with the work of the last few years, BIT and Brisa continued In partnership with Via Verde Portugal, further 8 car parks resulting their efforts to promote innovation in the Portuguese corporate in a total of 27 new entrances/exits, were equipped with the world, namely through the collaboration with COTEC, within the system. scope of the Sustained Development of Corporate Innovation project. Maintenance operations are one of the most important businesses developed by the company. In 2010 the number of maintenance Presently, BIT is engaged in implementing the ITS Directive interventions carried out almost doubled to a total of 2577, mainly approved in July by the European Parliament, and in seeking to due to normal fine-tuning required by the newly deployed VMSAs. take the most useful advantage of the community funds for new or This sharp increase in business activity developed smoothly, already approved investment programmes. without affecting the service levels contracted with clients.
In terms of equipment supplied, we point out the 272 VMSA (semi In international terms, the toll system deployed at Northwest automatic payment lanes) for Brisa and AEA, a free-flow system Parkway is now fully consolidated and 3 pilot systems were installed at Maia toll plaza following expansion works, the re- implemented in car parks in Holland. 38
ANNUAL REPORT 2010 • 004 MOBILITY SERVICES
CONTROLAUTO ECONOMIC INDICATORS
Controlauto and Iteuve are active in the car inspection business TOTAL SALES with a network of 46 inspection centres.
In 2010 Controlauto continued the computerization of its inspection lines viewing to enhance productivity, increase safety in inspection control and improve customer service, by reducing wait time. This project will be completed in 2011. 22.5 MILLION EUROS
Viewing to promote differentiation and boost its competitiveness, EBITDA Controlauto started the "Controlauto of Excellence" project, which aims at creating a service excellence culture, based on a set of specific rules applicable to each and every function performed at inspection centres. 7.1 MILLION EUROS
EBITDA % 31.56% NUMBER OF EMPLOYEES 327 39
ANNUAL REPORT 2010 • 005 TRANSPORT INFRASTRUCTURES 005 TRANSPORT INFRASTRUCTURES 40
ANNUAL REPORT 2010 • 005 TRANSPORT INFRASTRUCTURES 005 TRANSPORT INFRASTRUCTURES
TRANSPORT ECONOMIC INDICATORS INFRASTRUCTURES TOTAL SALES TAKING ADVANTAGE OF ITS UNIQUE SKILLS IN THE MANAGEMENT OF MAJOR INFRASTRUCTURES PROJECTS, BRISA HAS BANKED ON DIVERSIFYING ITS BUSINESS ACTIVITIES INTO OTHER TRANSPORT SECTORS. 20.4 As strategic priorities, Brisa targeted the sector of rail and airport MILLION EUROS infrastructures. EBITDA In the railway sector, Brisa is member of the ELOS consortium which was awarded the concession of High Speed Train section between Poceirão and Caia. As for the New Lisbon Airport Project (NAL) and the privatisation of ANA, Brisa is leader of Asterion consortium. 2.1 MILLION EUROS Brisa’s recognized know-how in the transport infrastructures sector stems from its long experience in motorway operation, but also EBITDA % from the activity developed by its subsidiary BEG (Brisa Engenharia e Gestão), which has played a prominent role in various railway infrastructure projects. Viewing the diversification of activities, Brisa holds a stake in TICC % (Transport Investment Infrastructure Company) an investment 10.29 company set up with Millennium BCP and Compagnie Benjamin de NUMBER OF EMPLOYEES Rothschild, with a view to invest in transport infrastructures in the European Union and the Americas.
BRISA ENGENHARIA E 220 GESTÃO (BEG) controlling works for Abertis Logística, namely the construction of road accesses to the Logistics Platform Lisboa Norte, and During 2010, within the scope of the Group's reorganization policy, participating in the project for the modernization of the northern the main office of BEG was transferred to Brisa campus, in São railway line for Refer, and, on the international front, providing Domingos de Rana, viewing the rationalization of means and technical and organizational support to AGA–L’Algérienne de operations. Gestion des Autoroutes, in the implementation of a state-owned company responsible for managing and operating the Algerian BEG's activity remained focused on the projects under way at motorway network. Group level, namely in the areas of management and coordination of studies and project, land expropriation, works supervision, We point out the contract entered in 2010 with ELOS - Ligações de safety coordination, environment and engineering and pavement Alta Velocidade for the management and supervision of the works. construction of the high speed train railway between Poceirão and Caia. Albeit not as relevant as it used to be, BEG continued active in the road management field in Portugal and abroad, developing In what concerns the management and coordination of projects projects for ANA- Aeroportos de Portugal and José de Mello Saúde, and plans, land expropriation and works supervision, BEG main 41
ANNUAL REPORT 2010 • 005 TRANSPORT INFRASTRUCTURES services in this field during the year were provided to the Douro Litoral, Baixo Tejo and Litoral Oeste concessions and also to Brisa concession, within the scope of its improvement and widening AIRPORTS works.
The privatisation of ANA and the construction of the new Lisbon Airport are amongst the largest projects in the pipeline in Portugal, HIGH SPEED a must for major world transport operators, amongst whom Brisa RAILWAY occupies an outstanding position. As part of its diversification strategy, Brisa holds a controlling stake During 2010, the project for the Poceirão-Caia stretch of the High (jointly with Mota-Engil) in the Asterion consortium, which further Speed Railway was already developed by Brisa's concessionaire includes the three largest Portuguese banks - Caixa Geral de ELOS - Ligações de Alta Velocidade, S.A., where Brisa holds a Depósitos, Banco Espírito Santo and Millennium BCP -, and 16.3% stake. The project's co-leadership gave Brisa the chair of the construction companies Somague, MSF and Lena. Board of Directors of ELOS. Executive management falls to one director-general and two deputy director-generals, one of whom Asterion ACE has already ensured the collaboration of was appointed by our Group. internationally renown partners in the airport field, viewing to increase its success rate in the forthcoming tender for the new The concession contract with the State was signed on 8 May 2010. Lisbon airport announced by the Portuguese Government. Estimated investment totals 1.496 million euros, of which 1.401 million euros in construction to be carried out over four years. ANA currently manages approximately 24 million passengers per Respective financing will come from equity (EUR 121.9 million), year in its airports in mainland Portugal and the islands of the bank loans (Eur 600 million of which EUR 300 million are risk- Azores and Madeira. In 2009 it posted a business turnover of over project) and the European Investment Bank (EIB) and EU funds 380 million euros and EBITDA of 150 million euros. (EUR 661 million). The Portuguese State and REFER will bring in respectively, EUR 116 million and EUR 58 million. The concession's Confirming figures projected by ANA relating to passenger traffic operation regime will be through availability payments. growth in the Lisbon airport, the number of passengers recorded as of December 2010 exceeded 14 million. These figures combined During the year under review, while waiting for the approval of the with a 6.4% rise in commercial traffic as against the previous year Court of Auditors, the concessionaire structured its organization, explain the need to undertake as soon as possible the development engaged personnel and developed the preliminary project and part of the capital's new airport. of the execution project. The New Lisbon Airport (with an estimated global investment Up to November 8, 2010, as no approval had been granted, the above 3 billion euros) will be constructed on the south bank of the terms of the Concession Contract were all suspended (as provided Tagus River, in Alcochete. The first phase should be ready in 2017 in the contract). The Government withdraw its request for initial and will serve approximately 25 million passengers per year. approval to allow the introduction of some changes, namely in what concerns the project's risk matrix.
Although not included in the scope of this report, we inform that on 19 January 2011, the Government communicated a new contract award, within the scope of the amended Concession contract and on 9 February 2011, the Amended Concession contract was signed and respective documentation sent to the Court of Auditors for approval.
ELOS operation during the year was marked by constraints caused by the pending approval of the Contract (particularly at financial level) and the suspension of contractual terms. As result, project design activity slowed down and approvals by the Concession Grantor were postponed. In the absence of approvals, financial backers suspended their disbursements until clarification of the situation.
The company's operation was also marked by the cancellation of the Lisboa-Poceirão tender in September.The Government has now 6 months to relaunch the tender; however, there is still no information on which terms this will be done. 42
ANNUAL REPORT 2010 • 005 TRANSPORT INFRASTRUCTURES
TRANSPORT INVESTMENT TRANSPORT INVESTMENT INFRASTRUCTURE INFRASTRUCTURE COMPANY (TIIC) COMPANY (TIIC)
Transport Investment Infrastructure Company (TIIC), a company set Meanwhile, the company continued on the watch out for new up by Brisa, Millennium BCP and Compagnie Benjamin de investment opportunities. The company analysed dozens of Rothschild with the purpose of investing in transport projects but no investment was approved. It will therefore close infrastructures in the European Union and North and Latin America TICC investment in 2011 and then seek to develop similar completed in 2010 its second year of operation. TIIC made its final initiatives. closing, obtaining an amount of available capital to invest of 140.5 million euros.
In 2010 the company developed intensive work with its subsidiaries, namely Auto-Estradas do Baixo Tejo, Auto-Estradas do ASSETS Litoral Oeste, Empark and NDIA, in an effort to support these PORTFOLIO (2010) companies' business development. The effort was worthwhile in relation to the first mentioned subsidiaries, which have seen their ASSETS STAKE SECTOR activity approved by the Court of Auditors. As far as Empark is concerned, it is worth mentioning the effort made to merge the GTC 25.3% MOTORWAYS Portuguese and Spanish operations, completed with remarkable BAIXO TEJO CONCESSION 25% MOTORWAYS success during the year. Finally, in what concerns NDIA, we point LITORAL OESTE CONCESSION 20% MOTORWAYS out the smooth development of construction works of phase 2 of the project, which should be completed at the end of 2011. EMPARK 8.3% CAR PARKS 43
ANNUAL REPORT 2010 • 006 INTERNATIONAL BUSINESS 006 BUSINESS INTERNATIONAL 44
ANNUAL REPORT 2010 • 006 INTERNATIONAL BUSINESS 006 INTERNATIONAL BUSINESS
INTERNATIONAL BRAZIL: SALE OF BUSINESS HOLDING IN CCR – COMPANHIA DE BRISA’S INTERNATIONALIZATION HAS PLAYED A CRUCIAL ROLE IN THE GROUP'S EXPANSION AND CONSOLIDATION CONCESSÕES AT GLOBAL MARKET LEVEL, WITH THE COMPANY BEING RODOVIÁRIAS PRESENTLY A MAJOR PLAYER IN ROAD MANAGEMENT.
International growth has banked on the long and vast experience CCR - Companhia de Concessões Rodoviárias is the largest private and key skills developed over many years in the road concession group active in the road sector in Brazil, managing 1 500 km of business, including integrated solutions and electronic toll motorways. CCR operates in the States of São Paulo, Rio de Janeiro collection systems. Brisa operates in Latin America, the United and Paraná, managing the following concessions: Nova Dutra, States and various Western European countries. AutoBan,Via Oeste, Rodoanel, Ponte,Via Lagos and Rodonorte.The company holds a 40% stake in the share capital of concessionaire During 2010, Brisa sold the stake it held in the Brazilian concession Renovias since 2008, managing a total of 345.6 km, connecting company CCR - Companhia de Concessões Rodoviárias, with São Paulo state’s inland to the south of Minas Gerais. proceeds of over 1 100 million euros. During 2010 Brisa successfully completed the sale of the 16.35% stake held in CCR capital. The sale was carried out gradually in consecutive tranches throughout the year. The challenge consisted in combining the exit strategy while preventing that expectations 45
ANNUAL REPORT 2010 • 006 INTERNATIONAL BUSINESS of future sales contaminated the stock, causing its devaluation.The professionalism of its staff, on par with the support of CCR major shareholders and the quality of our advisers contributed to the HOLAND: MOVENIENCE success of the operation, which was completed within deadlines and in accordance with expectations. Movenience is responsible for electronic toll collection in the The disposal process was based on a mixed model which included Westerschelde Tunnel in Holland, located in the Zeeland province. part of the sale in M&A (with major shareholders acquiring 6% of This company created in 2007, is 40% held by Brisa. Movenience the capital) and the remaining 10.35% sold on the capital market. is strategically positioned to act as partner of the Dutch Brisa carefully chose the most appropriate moment to make its Government in the implementation of the national road pricing block trade, in order to optimize total proceeds. programme, the car tax reform designed to charge taxes according to the number of km travelled, emission levels As result, it obtained net proceeds of over 1 100 million euros, and produced and areas and periods of day travels. further 200 million euros of dividends received throughout the years. We remind that the total investment made to acquire a holding in CCR share capital from 2001 to 2003 was of approximately 185 million euros. HOLAND: - BNV MOBILITY – BRISA UNITED STATES OF NEDMOBIEL VENTURES
AMERICA: NORTHWEST Established at the end of 2010, Brisa Nedmobiel Ventures (BNV) is PARKWAY a 50/50 partnership between Brisa and the Dutch company NedMobiel with the purpose of participating in mobility projects (avoid rush hour, road pricing, mobility budgets) in the Dutch and This concessionaire is 100% owned by Brisa and it represents an northern European markets and also of meeting the growing important step in the Group’s internationalization process and a demand for operation and maintenance services by test to its capacity to add value in this market. concessionaires and state agencies in Europe, the Middle East and Africa). In 2010, Northwest Parkway consolidated the “eMigrar” project, which ended with the replacement of the old toll collection system The BNV portfolio includes two of the most important mobility with an All Electronic Tolling system. This technology was 100% projects being developed in Holland (Rotterdam and Utrecht) and created, developed and implemented by Brisa Auto-Estradas in a consultancy contract for the operation and maintenance of a partnership with Via Verde Portugal and Northwest Parkway. 400km motorway in Turkey, connecting the cities of Gebze and Izmir. BNV will act as an internationalization platform for Brisa, TRAFFIC IN NORTHWEST PARKWAY providing mobility services and developing innovating solutions in CONCESSION this field, as well as operation and maintenance services.
The Northwest Parkway Concession saw an important upturn in demand throughout 2010.
As compared the previous year, total traffic grew by 5.4%.
NWP QUARTERLY CIRCULATION GROWTH
1Q 2Q 3Q 4Q 46
ANNUAL REPORT 2010 • 006 INTERNATIONAL BUSINESS
ÍNDIA: FEEDBACK BRISA TURKEY: PRIVATIZATION HIGHWAYS OF MOTORWAY NETWORK AND BRIDGES After assessing the Indian market, Brisa considered it to be crucial for the company's international expansion and at the end of 2010, OVER THE BOSPHORUS it set up Feedback Brisa Highways OMT (FBH), an Indian company 40% held by Brisa and 60% owned by the Indian partners of Brisa, in association with Akfen Holding Company, one of the largest Feedback Ventures. This joint-venture aims at becoming a leading Turkish groups in the area of road management, is planning to bid for company in motorway operation and maintenance and toll the privatization of the Turkish tolled motorway network, including collection in India. the two bridges over the Bosphorus, which total over 1700km of motorways and 250km of access roads. With 12 000 km of motorways already built and compliant, 9 000 km of motorways under construction and 25 000 km to be The privatization process is scheduled to start at the beginning of launched and awarded in the period from 2011 to 2015, the 2011. majority of which under Public-Private Partnerships, India is presently the largest and most ambitious market in the world, in terms of motorway construction and modernization.
Through FBH, Brisa aims at doubling in the short term the total length of motorways which it operates. 47
ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY 007 CORPORATE SUSTAINABILITY 48
ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY 007 CORPORATE SUSTAINABILITY
Brisa is member of organizations such as BCSD Portugal (Business Council for Sustainable Development), which it presided until May CORPORATE 2010, and WBCSD (World Business Council for Sustainable SUSTAINABILITY Development), as part of the Development Focus Area Core Team, having played an active role in various projects, amongst which we point out the “Mobility for Development” initiative. BRISA ENVISAGES SOCIAL RESPONSIBILITY AS A LONG TERM COMMITMENT TO CREATE VALUE FOR SHAREHOLDERS AND SUSTAINABILITY INDICATORS THE COMMUNITY AS A WHOLE, BASED ON ECONOMIC GROWTH, SOCIAL PROGRESS AND ENVIRONMENTAL QUALITY. Environmental indicators shown below are used to determine the THIS COMMITMENT TO SUSTAINABLE DEVELOPMENT IS A eco-efficiency of the organization. Goals set forth for the 2010- STRATEGIC GUIDELINE IN TERMS OF RISK MANAGEMENT AND 2012 period will use 2009 as reference year to measure evolution. AT OPPORTUNITY CREATION LEVEL. Social indicators reflect the corporate reorganization. Economic indicators show an upward trend in investment in the environment and innovation fields and a stabilization of investment in local Brisa publishes its Annual Sustainability Report since 2003, where communities. it describes the company's policy and performance in financial, environmental and social terms. The Sustainability Report for 2010, FIVE SUSTAINABILITY VECTORS drawn up according to Global Reporting Initiative GR3 directives and audited externally with rating GRI A+, Third Party Checked, The five sustainability vectors described in chapter Vision and includes detailed information concerning each area covered by the Strategy of Brisa's Annual Sustainability Report translate what Company's sustainability strategy. Brisa considers as the most important issues, i.e. those with greater impact on the organization and communities crossed. This document is available on Brisa's web site www.brisa.pt. SUSTAINABLE MOBILITY Aware of the environmental impacts of its operations, Brisa decided to quantify and examine these impacts in qualitative This vector, previously known as Road Safety or Customer Service terms, in order to make them fully compatible with sustainable vector, has deserved a more comprehensive approach in this development. report, one that better translates customers' and local communities' expectations: service provided with quality, safety, Brisa's performance and good practices is well recognized at comfort and traffic fluidity, contributing to local development and national and international levels, as attested by its active mobility and accessibility solutions. participation in benchmark organisations, inclusion in specialised To promote sustainable mobility is to respond to the challenges indices and ratings in sustainability rankings. posed by these expectations, while serving society and creating competitive advantages for the company. The level of the company's engagement in this area in 2010 is shown in Brisa's continued presence in the FTSE4Good index and ENVIRONMENT the answer provided to analysts and benchmarks, namely Sustainalytics, Dow Jones Sustainability Index, FTSE4Good, Carbon Brisa has a long road travelled in the environmental field. Disclosure Project and Heidrick & Struggles, amongst others. The Throughout its over two decades of existence, it collected a long company is also member of the United Nations Global Compact, historical of strong environmental concern. The growing which it joined in 2007. importance of this field was accompanied by good practices in all areas where it operates: Planning, Construction and Operation We also point out the rating in the ACGE index - Climatic Responsibility in Portugal. It now ranks 7th with 70% as against 45.9% in 2009, representing the largest rise of this index. 49
ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY
MILLION EURO 2008 2009 2010 INVESTMENT IN MOTORWAYS 207 110 122 OPERATING COSTS 409.5 454.1 199.9 STAFF COSTS 93.3 95.1 100.9 NET INCOME 151.8 161.0 758.9
ENVIROMENTAL INVESTMENT 15.5 18.5 11.4 PREVENTION AND ENVIRONMENTAL MANAGEMENT COSTS 2.3 5.6 1.5 WASTE DISPOSAL. EMISSIONS TREATMENT.AND REMEDIATION COSTS 13.2 12.9 9.9
R & D INVESTMENT 5.2 6.0 4.9 RESEARCH NA* 0.5 0.6 DEVELOPMENT NA* 5.5 4.3
INVESTMENT IN LOCAL COMMUNITIES 1.4 1.3 0.8 DONATIONS 0.2 0.2 0.3 PUBLIC SERVICE 1.3 1.1 0.5 * Data not available due to changes in the indicator.
ELECTRICITY CONSUMPTION [GJ] 132 863 142 340 124 374 WATER CONSUMPTION [M3] 273 525 236 776 186 544 PUBLIC SUPPLY 152 153 117 485 111 056 OWN COLLECTIONS 121 372 119 291 75 488 FUEL CONSUMPTION [GJ] 105 643 98 891 101 671 GAS 1 975 1 208 513 DIESEL 103 668 97 683 101 158 GHG EMISSIONS [TCO2EQ] 21 962 23 809 18 238 DIRECT EMISSIONS 7 955 7 449 7 660 INDIRECT EMISSIONS 14 007 16 360 10 578 WASTE [T] 1 770 973 1 832
Brisa's Environmental Management System and Environmental HUMAN RESOURCES Policy provide an encompassing approach to this area. 2010 was a particularly challenging year for the Brisa Group, in On par with business related issues, biodiversity and climate terms of personnel management. Competitiveness and efficiency changes, Brisa and its stakeholders identified other crucial issues, requirements led to the search of alternatives to minimize fixed which have benefited from specific initiatives that go far beyond costs. The deployment of automatic toll collection lanes (VMCA) minimum legal requirements. brought significant competitiveness gains in terms of toll collection, but also introduced many challenges at personnel Based on its Environmental Management System, widely covered management level. Mitigating the social impact of the new in previous years' reports, Brisa pin-pointed eco-efficiency as a equipment now introduced was crucial. crucial working area, having defined quantitative goals for 5 major indicators: water, electricity and fuel consumptions, waste production and emissions. 50
ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY
Although this new automatic equipment could result in a decrease The Group's staff is made up of 72% of men and 28% of women. in the number of toll booth operators, Brisa's strategy in this field The age average is 41 years-old. was to reduce its job impact as much as possible.With this in mind, it adopted several measures to secure jobs and boost the SOCIAL DEVELOPMENT employability of toll booth operators. The country's economic and social development is closely related to the To this end, the Group decided that any redundancy would only existence of road infrastructures. Investment in such infrastructures is happen by mutual agreement, in order to enable workers to ponder highly advantageous for both people and companies. their life options and consider new projects that they could develop On par with the positive impact on the company's business, Brisa with the financial compensation they would receive. operations as a citizen company evolved considerably, focusing in particular, the implementation of investment projects in local Another important measure taken to protect jobs was the creation communities. of a second Toll Operations Centre in Maia, instead of at the OCC facilities in Carcavelos, which already had all the technological A highlight in 2010 was the Nova Via Manual project (New Manual facilities required. This new remote control centre to support toll Lane) for which Brisa developed a new innovation model, which it collection permitted to secure the jobs of 50 toll booth operators. is perfecting and adjusting over the years. One of the distinguishing characteristics of this model is the intensive joint work of a large At the end of 2010, Brisa employees were distributed as shown set of partners, boosting network innovation and favouring close above. collaboration, viewing to maximize the company's innovation potential. This network includes suppliers, universities, Adding to the above, there are expatriated employees-2inBrazil technological centres, competitors, startups and state agencies, and 3 in the United States plus 5 foreign employees (1 at BNA and which function as a virtual factory. 4 at NWP). This model has brought clear gains for all the parties involved, as Changes in the toll collection process contributed to the joint projects have led to the setting up of partnerships for specific reorganization of personnel. In relation to the previous year, we projects and the emergence of startups. report a 29% decrease in fixed term contracts and a 3% drop in no term contracts. The new semi automatic toll collection system called Nova Via Reasons behind employees leaving the company were the following: Manual deployed in 2010 in Brisa's motorway network resulted from the work of this innovation network. In 2010, the company engaged 63 new people distributed as Developing this system spurred: follows: Managerial Staff: 32%; inspectors: 19%; Customer i) Domestic companies' entrepreneurship - banking on Portuguese Assistance personnel: 16%; works supervisors: 13%; electronics, companies was crucial; toll and call centres areas: 6%. ii) Portuguese technological know-how - integrating national
LEAVING MOTIVATIONS LEAVING MOTIVATIONS
YEAR TERMLESS OTHER TOTAL % 2010 2 411 258 TERMINATION OF TERM CONTRACTS 80 35.40% 2009 2 480 363 ON THE EMPLOYEE'S INITIATIVE 21 9.29% 2008 2 531 336 MUTUAL AGREEMENT 116 51.33% RETIREMENT 3 1.33% OTHER 6 2.65% 226 100.00% 51
ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY
BRISA EMPLOYEES
TYPE OF CONTRACT COMPANY TERMLESS TERM UNCERTAIN TERM TOTAL BRISA AUTO-ESTRADAS 187 1 188 BRISA CONCESSÃO RODOVIÁRIA 13 12 103 220 BRISA ENGENHARIA E GESTÃO, S.A. 105 12 103 220 BRISA INOVAÇÃO E TECNOLOGIA, S.A. 82 3 85 BRISA O&M 1 418 44 9 1 471 BRISAL 3 3 CONTROLAUTO 281 38 9 328 ITEUVE 59 14 1 74 MCALL, S.A. 29 16 45 VIA VERDE PORTUGAL 125 7 132 AEA 109 1 0 110 TOTAL IN PORTUGAL 2 411 136 122 2 669 52
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT
technological capacity and keeping knowledge and production INNOVATION AND QUALITY in Portugal; iii) New opportunities for domestic exporting companies - Brisa One year following its creation, Brisa Inovação bolstered its crucial challenged Portuguese companies, for which the Via Manual role in the E-toll Nova Via Manual project. On par with promoting project brought new business opportunities; the development of the business, Brisa Inovação and its partners work as catalyst for innovation in Portugal and abroad. iv) Minimization of the project's social impact - the social impact of the project was carefully assessed, leading to the relocation of We point out the triple certification in Innovation, Quality and the system's remote operational centres from Carcavelos (initial Environment obtained by Brisa Inovação e Tecnologia (BIT) in projected location) to Maia and Vendas Novas. 2010, becoming the first company of the Group to achieve this goal. The project was started following the setting up of BIT at the Brisa's social projects "Show Solidarity" and "Learn to end of 2009 and resulted from the merging of existing systems in Undertake", based on the contributions of the company's the former Innovation and Technology Division (Innovation and employees, continued to be developed in 2010. Quality) and BAER (Quality and Environment). In the meantime, the company started a new social project intended to meet local communities’ most pressing needs. 53
ANNUAL REPORT 2010 • 008 FINANCIAL REPORT 008 REPORT FINANCIAL 54
ANNUAL REPORT 2010 • 008 ECONOMIC AND FINANCIAL ANALYSIS 008 ECONOMIC AND FINANCIAL ANALYSIS
of assets and liabilities allocated to Brisa Concession, carried out in the form of contributions in kind for paying up a share capital ECONOMIC AND increase at BCR. As result of the reorganization process, the FINANCIAL ANALYSIS Company's object was changed to management of equity holdings, management and development of new businesses and provision of logistics support and financial and administrative management This economic analysis is based on the individual financial services. statements of Brisa Auto-estradas de Portugal S.A.. In accordance with the corporate reorganization and the transfer On 22 December 2010, BRISA – Auto-Estradas de Portugal, S.A. of the Brisa Concession Contract to BCR, the results obtained by (Company), within the scope of its corporate reorganization, the operation developed pursuant to the said contract were assigned its position in the concession contract approved by identified as "Results from discontinued operations" in the Council of Ministers Resolution no. 198-B/2008, of 31 December Statement of Comprehensive Income. The Company's1 Statement (“Brisa Concession”) to Brisa – Concessão Rodoviária S.A. of Comprehensive Income is as follows: (“BCR”). This operation included the transfer by Brisa of a number
COMPREHENSIVE INCOME1
MILLION EURO 2009 2010 VAR. % ONGOING OPERATIONS OPERATING REVENUES 10.8 80.4 644% OPERATING COSTS 40.5 56.5 40% OPERATING RESULTS -29.7 23.9 -180% FINANCIAL EXPENSES AND LOSSES -24.5 -114.8 369% FINANCIAL INCOME AND GAINS 2.9 3.8 31% INCOME FROM FINANCIAL INVESTMENTS -78.7 486.0 -718% INCOME TAX -13.8 5.6 -141% NET PROFIT -116.2 393.4 -439%
NET PROFIT FROM DISCONTINUED OPERATIONS 149.9 108.1 -28%
NET PROFIT FOR THE YEAR 33.7 501.4 +1388%
1Except for other income and expenses recognized under Equity 55
ANNUAL REPORT 2010 • 008 ECONOMIC AND FINANCIAL
OPERATING REVENUES DISCONTINUED OPERATIONS
During 2010, as concerns ongoing operations, we point out the The Company's net profit in 2010 totalled EUR 501.4 million, success fee debited by the Company for coordinating all activities including EUR 108.1 million relating to discontinued operations, and performing specific tasks required for the corporate namely those deriving from the operation of Brisa concession from reorganization, using internal resources or outsourcing specialized January 1 up to December 22. services. The amount of this fee stood at EUR 66,5 million. The Figures relating to discontinued operations posted in 2009 also remaining amount of operating profit concerns mainly the concern the operation of Brisa concession in that year, and the provision of logistics support, administrative and financial services results recorded by the "Innovation & Technology" and "Operation to various companies of the Group. and Maintenance" operations, which were transferred in 2009 to two companies of the Brisa Group, respectively Brisa, Inovação e OPERATING COSTS Tecnologia, S.A. and Brisa, O&M, S.A.
Operating costs in 2010 amounted to EUR 56.5 million, concerning BALANCE SHEET mainly the revised object of the Company, namely management of equity holdings, development and management of businesses, At the end of 2010, total net assets amounted to EUR 1 429 provision of logistics support, administrative and financial services million, representing a significant drop over the EUR 3 720 million to various companies belonging to the Brisa Group. The total recorded at the end of the previous year, resulting from the transfer amount of operating costs referred above includes a significant of the assets and liabilities allocated to Brisa Concession, carried one-off sum of EUR 20 million relating to external services out through contributions in kind viewing the paying up of a share contracted within the scope of the sale of Brisa’s assets in Brazil. capital increase in BCR. This also explains the considerable decrease in liabilities from approximately EUR 2 621 million to EUR FINANCIAL RESULTS 268 million.
Financial expenses in 2010 include an amount of EUR 112,0 million At the end of 2010 the Company ceased to have bank debt. relating to a provision set up to cover potential losses deriving from commitments taken pursuant to agreements entered with the Current assets show a significant rise stemming from an increase construction consortium for the Douro Litoral concession (which in cash and bank deposits, deriving mostly from dividends received. account for nearly 98% of total financial expenses). As far as investment results are concerned, approximately EUR 591 million derived from dividends received, EUR 571 million of which coming from Brisa Internacional, SGPS, S.A.. On the opposite side, the company recorded impairment losses in Brisal and Via Oeste in the amount of EUR 80.1 million and losses on investments in Brisal in the amount of EUR 24.9 million. 56
ANNUAL REPORT 2010 • 008 FINANCIAL REPORT
CONSOLIDATED FINANCIAL INDICATORS
2006 2007 2008 2009 2010 FINANCIAL INDICATORS RETURN ON EQUITY (ROE), %1 10.7 15.3 8.9 11.0 56.7 RETURN ON ASSETS (ROA), %2 3.8 4.8 2.8 2.7 14.3 NET FINANCIAL DEBT, MILLION EUROS 2 364 3 208 3 674 3 344 2 199 NET FINANCIAL DEBT/EBITDA 5.7 7 7.6 6.9 4.6 EBITDA/INTEREST EXPENSES 5.2 4.1 2.8 3.4 3.6
SHARES PRICE AT YEAR END, EUROS 9.45 10.05 5.35 7.18 5.22 MARKET CAPITALIZATION AT YEAR END, MILLION EUROS 5 670 6 030 3 211 4 308 3 131 EARNINGS PER SHARE, EURO CENTS 28 43 26 25 130 PER AT YEAR END 34 23 21 29 4
ROE (n) = Net profit (n) / Equity (n-1) 2 ROA (n) = Net profit (n) / Assets (n-1) 009 CORPORATE GOVERNANCE REPORT 58
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT 009 CORPORATE GOVERNANCE REPORT
(in accordance with model established by the Securities Commission Regulations CMVM 1/2010)
STATEMENT OF 1.4. Resolution-Fixing Quorum COMPLIANCE I.4.1. Companies shall not set a resolution-fixing quorum that outnumbers that which is prescribed by law. Complies. 1.8.
BRISA COMPLIES WITH THE CORPORATE GOVERNANCE I.5.Minutes and Information on Resolutions Passed CODE RELEASED BY CMVM, UNDER THE TERMS OF PARAGRAPH 1 ARTICLE 1 OF CMVM REGULATION 1/2010 Extracts from the minutes of the general meetings or documents UNDER THE TERMS AND FOR THE PURPOSES OF CMVM with corresponding content must be made available to REGULATION NO. 1 / 2010, BRISA HEREBY WARRANTS THAT shareholders on the company’s website within a five day period after the General Meeting has been held, irrespective of the fact THE LEVEL OF COMPLIANCE WITH RECOMMENDATIONS that such information may not be classified as material LAID DOWN IN THE SECURITIES COMMISSION’S (CMVM) information. The information disclosed shall cover the resolutions CORPORATE GOVERNANCE CODE IS AS FOLLOWS: passed, the represented capital and the voting results. Said information shall be kept on file on the company’s website for no I. GENERAL MEETING less than a 3 year period. Complies. I.13.
I..1. Board of the General Meeting 1.6. Measures on Corporate Control
I.1.1 The chairman of the board of the general meeting of I.6.1 Measures aimed at preventing successful takeover bids, shall shareholders shall have human and logistic support resources as respect both the company’s and the shareholders’ interests. The appropriate for his needs, taking into account the company’s company’s articles of association that by complying with said economic position. Complies. I.1 principle, provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually I.1.2 The remuneration of the chairman of the board of the general or in concert with other shareholders, shall also foresee for a meeting of shareholders shall be disclosed on the corporate resolution by the General Assembly (5 year intervals), on whether governance annual report. Complies..I.3 that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and 1.2 Participation in the General Meeting that in said resolution, all votes issued be counted, without applying said restriction. Complies. I.20 and I.21 I.2.1 Not applicable pursuant to art 23-C do CVM I.6.2 In cases such as change of control or changes to the I.2.2 Not applicable pursuant to art 23-C do CVM composition of the Board ofDirectors, defensive measures shall not be adopted that instigate an immediate and serious asset erosion 1.3 Voting and Exercising of the Right to Vote in the company, and further disturb the free transmission of shares and voluntary performance assessment by the shareholders of the I.3.1 Companies shall not impose any statutory restriction on members of the Board of Directors. Complies.I.20 postal voting and whenever adopted or admissible, on electronic voting. Complies. I.9. and I.12 II. BOARD OF DIRECTORS AND SUPERVISORY BOARD I.3.2 The statutory deadline for receiving early voting ballots by mail may not exceed three working days. Complies. 1.11 II.1. General Points
I.3.3 Companies shall ensure the level of voting rights and the II.1.1. Structure and duties shareholder’s participation is proportional, ideally through the statutory provision that obliges the one share-one vote principle. II.1.1.1 The Board of Directors shall assess the adopted model in The companies that: i) hold shares that do not confer voting right; its Annual Report on Corporate Governance and pin-point possible ii) establish non-casting of voting rights above a certain number, hold-ups to its functioning and shall propose measures that it when issued solely by a shareholder or by shareholders related to deems fit for surpassing such obstacles. Complies. II.17 former, do not comply with the proportionality principle. Complies. I.6 59
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II.1.1.2 Companies shall set up internal control and risk II.I.4 Policy on the reporting of irregularities management systems in order to safeguard the company’s worth and which will identify and manage the risk. Said systems shall II.1.4.1 The company shall adopt a policy whereby irregularities include at least the following components: i) setting of the occurring within the company are reported. Such reports shall company’s strategic objectives as regards risk assumption; ii) contain the following information: i) the means by which such identifying the main risks associated to the company’s activity and irregularities may be reported internally, including the persons that any events that might generate risks; iii) analyse and determine the are entitled to receive the reports; ii) how the report is to be extent of the impact and the likelihood that each of said potential handled, including confidential treatment, should it be required by risks will occur; iv) risk management aimed at aligning those actual the reporter. Complies II.35. incurred risks with the company’s strategic options for risk assumption; v) control mechanisms for executing measures for II.1.4.2. The general guidelines on this policy shall be disclosed in adopted risk management and its effectiveness; vi) adoption of the Annual Report of Corporate Governance. BRISA implemented internal mechanisms for information and communication on an irregularity disclosing system, in accordance with regulations several components of the system and of risk-warning ; vii) periodic available at www.brisa.pt and further explained in II.35 assessment of the implemented system and the adoption of the amendments that are deemed necessary. Complies.II.5 and II.9 II.1.5 Remuneration II.1.5.1The remuneration of the Members of the Board of Directors II.1.1.3 The Board of Directors shall ensure the establishment and shall be structured so that the formers’ interests are capable of functioning of the internal control and risk management systems. being aligned with the long-term interests of the company. The Supervisory Board shall be responsible for assessing the Furthermore, the remuneration shall be based on performance functioning of said systems and proposing the relevant adjustment assessment and shall discourage taking on extreme risk. Thus, to the company’s needs. Complies. II.5 and II.24. remunerations shall be structured as follows: II.1.1.4. The companies shall: i) identify the main economic, i) The remuneration of the Board of Directors carrying out executive financial and legal risk that the company is exposed to during the duties shall include a variable element which is determined by a exercise of its activity; ii) describe the performance and efficiency performance assessment carried out by the company’s of the risk management system, in its Annual Report on Corporate competent bodies according to pre-established quantifiable Governance. Complies. II.9. criteria. Said criteria shall take into consideration the company’s real growth and the actual growth generated for the II.1.1.5. The Board of Directors and the Supervisory Board shall shareholders, its long-term sustainability and the risks taken on, establish internal regulations and shall have these disclosed on the as well as compliance with the rules applicable to the company’s company’s website. Complies. II.7.. activity. Complies II.30. II.1.2 Governance Incompatibility and Independence ii) The variable component of the remuneration shall be reasonable II.1.2.1 The Board of Directors shall include a number of non- overall as regard the fixed component of the remuneration and executive members that ensure the efficient supervision, auditing maximum limits shall be set for all components. Complies. II.30. and assessment of the executive members’ activity. iii) A significant part of the variable remuneration shall fluctuate II.1.2.2 Non-executive members must include an adequate number for a period not less than three years and its payment shall of independent members. The size of the company and its depend of the company’s steady positive performance during shareholder structure must be taken into account when devising said period. Does not comply. this number and may never be less than a fourth of the total number of Board Directors. Complies II.3. (iv) Members of the Board of Directors shall not enter into contracts with the company or third parties that will have the II.1.2.3. The independence assessment of its non-executive effect of mitigating the risk inherent in the variability of the members carried out by the Board of Directors shall take into remuneration established by the company. Complies II.31. account the legal and regulatory rules in force concerning the independence requirements and the incompatibility framework (v) The Executive Directors shall hold, up to twice the value of the applicable to members of other corporate boards, which ensure total annual remuneration, the company shares that were orderly and sequential coherence in applying independence criteria allotted by virtue of the variable remuneration schemes, with to all the company. An independent executive member shall not be the exception of those shares that are required to be sold for considered as such, if in another corporate board and by force of the payment of taxes on the gains of said shares. Complies. applicable rules, may not be an independent executive member. II.30. and III.10. Complies. II.15. (vi) When the variable remuneration includes stock options, the II.1.3 Eligibility and appointment criteria period for exercising the same shall be deferred for a period of not less than three years; Not applicable. II.1.3.1 Depending on the applicable model, the Chair of the Supervisory Board and of the Auditing and Financial Matters (vii) The appropriate legal instruments shall be established so that Committees, shall be independent and adequately competent to in the event of a Director's dismissal without due cause, the carry out his/her duties. Complies II.21. envisaged compensation shall not be paid out if the dismissal or termination by agreement is due to the Director’s II.1.3.2. The selection process of candidates for non-executive inadequate performance. Not applicable. Ultimately, members shall be conjured so as prevent interference by executive compensation for dismissal without due cause shall be decided members. Complies. II.16. in Court of Law. 60
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(viii) The remuneration of Non-Executive Board Members shall not II.2.3 Should the Chair of the Board of Directors carry out executive include any component the value of which is subject to the duties, the Board of Directors shall set up efficient mechanisms for performance or the value of the company. Complies II.30 and coordinating non-executive members that can ensure that these may II.34. decide upon, in an independent and informed manner, and furthermore shall explain these mechanisms to the shareholders in the II.1.5.2 The statement on the remuneration policy of the Board of corporate governance report. Complies. II.8. Directors and Supervisory Board referred to in Article 2 of Law No. 28/2009 of 19 June, shall contain, in addition to the content II.2.4 The annual management report shall include a description of therein, adequate information on: i) which groups of companies the activity carried out by the non-executive Board Members and the remuneration policy and practices of which were taken as a shall mention any restraints encountered. Complies. II.17 baseline for setting the remuneration ii) the payments for the dismissal or termination by agreement of the Directors' duties. II.2.5. The company shall expound its policy of portfolio rotation Complies.I.16. and II.30. on the Board of Directors, including the person responsible for the financial portfolio, and report on same in the Annual Corporate II.1.5.3 The remuneration policy statement referred to in Article 2 Governance Report. Complies. II.11. of Law No. 28/2009 shall also include the directors' remunerations which contain an important variable component, within the II.3 Chief Executive Officer (CEO), Executive Committee and meaning of Article 248-B/3 of the Securities Code. The statement Executive Board of Directors shall be detailed and the policy presented shall particularly take the long-term performance of the company, compliance with the rules II.3.1 When Directors that carry out executive duties are requested applicable to its business and restraint in taking risks into account. by other Board Members to supply information, the former shall do Complies.I.16 so in a timely manner and the information supplied must adequately suffice the request made. Complies. II.8. II.1.5.4 A proposal shall be submitted at the General Meeting on the approval of plans for the allotment of shares and/or options for share II.3.2 The Chair of the Executive Committee shall send the purchase or further yet on the variations in share prices, to members convening notices and minutes of the meetings to the Chair of the of the Board of Directors and Supervisory Board and other managers Board of the Directors and, when applicable, to the Chair of the within the context of Article 248/3/B of the Securities Code. The Supervisory Board or the Auditing Committee. Complies. II.8. proposal shall mention all the necessary information for its correct assessment. The proposal shall contain the regulation plan or in its II.3.3 Not applicable. absence, the plan’s general conditions. The main characteristics of the retirement benefit plans established for members of the Board of II.4 General and Supervisory Board, Financial Matters Directors and Supervisory Board and other managers within the Committee, Audit Committee and Audit Board context of Article 248/3/B of the Securities Code, shall also be approved at the General Meeting. Complies. I.17. II.4.1 Not applicable.
II.1.5.6. II.1.5.3 At least one of the Remuneration Committee’s II.4.2 The annual reports and financial information on the activity representatives shall be present at the Annual General Meeting for carried out by the General and Supervisory Committee, the Shareholders. Complies. I.15 Financial Matters Committee, the Audit Committee and the Audit Board shall be disclosed on the company’s website together with II.1.5.7. The amount of remuneration received, as a whole and the financial statements. Complies. II.4. individually, in other companies of the group and the pension rights acquired during the financial year in question shall be II.4.3 The annual reports on the activity carried out by the General disclosed in the Annual Report on Corporate Governance. and Supervisory Board, the Financial Matters Committee, the Audit Complies. II.31. Committee and the Audit Board shall include a description on the supervisory activity and shall mention any restraints that they may II.2 Board of Directors have come up against. Complies. II.4.
II.2.1 Within the limits established by law for each management II.4.4 The Financial Matters Committee, the Audit Committee and and supervisory structure, and unless the company is of a reduced the Audit Board (depending on the applicable model) shall size, the Board of Directors shall delegate the day-to-day running represent the company for all purposes at the external auditor, and and the delegated duties shall be identified in the Annual shall propose the services supplier, the respective remuneration, Corporate Governance Report. Complies. II.3. ensure that adequate conditions for the supply of these services are in place within the company, as well as being the liaison officer II.2.2 The Board of Directors must ensure that the company acts in between the company and the first recipient of the reports. accordance with its goals, and shall not delegate its duties, namely Complies.II. 24. in what concerns: i) definition of the company’s strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. Complies. II.3. 61
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II.4.5 According to the applicable model, the Committees for f) Half-Yearly Calendar on Company Events; Financial Matters, Audit Committee and the Audit Board, shall g) Proposals sent through for discussion and voting during the assess the external auditor on an annual basis and advise the General Meeting; General Meeting that he/she be discharged whenever justifiable h) Notices convening meetings. Complies III.16 grounds are present. Complies. II.24 III.1.3. Companies shall advocate the rotation of auditors after II.4.6. The internal audit services and those that ensure compliance two or three terms inaccordance with four or three years with the rules applicable to the company (compliance services) respectively. Their continuance beyond this period must be based shall functionally report to the Audit Committee, the General and on a specific opinion for the Supervisory Board to formally consider Supervisory Board or in the case of companies adopting the Latin the conditions of auditor independence and the benefits and costs model, an independent director or Supervisory Board, regardless of of replacement. Does not comply. III.17 the hierarchical relationship that these services have with the executive management of the company. Complies. II.24 III.1.4. The external auditor must, within its powers, verify the implementation of remuneration policies and systems, the II.5 Special Committees efficiency and functioning of internal control mechanisms and report any shortcomings to the company's Supervisory Board. II.5.1 Unless the company is of a reduced size and depending on Complies. Auditor’s Report the adopted model, the Board of Directors and the General and Supervisory Committees, shall set up the necessary Committees in III.1.5. The company shall not recruit the external auditor for services order to: i) ensure that a competent and independent assessment other than audit services, nor any entities with which same takes part of the Executive Directors’ performance is carried out, as well as its or incorporates the same network. Where recruiting such services is own overall performance and further yet, the performance of all called for, said services should not be greater than 30% of the total existing committees; ii) study the adopted governance system and value of services rendered to the company.The hiring of these services verify its efficiency and propose to the competent bodies, measures must be approved by the Supervisory Board and must be expounded to be carried out with a view to its improvements; iii) in due time in the Annual Corporate Governance Report. Does not comply. III.18 identify potential candidates with the high profile required for the performance of director's duties. Complies. II.15. and II.17 IV. CONFLICTS OF INTEREST II.5.2 Members of the Remuneration Committee or alike shall be IV.1. Where deals are concluded between the company and independent from the Members of the Board of Directors and shareholders with qualifying holdings, or entities with which same are include at least one member with knowledge and experience in linked in accordance with Article 20 of the Securities Code, such deals matters of remuneration policy. Complies II.38 and II.39. shall be carried out in normal market conditions. Complies.III.12 II.5.3. Any natural or legal person which provides or has provided, IV.1.2. Where deals of significant importance are undertaken with over the past three years, services to any structure subject to the holders of qualifying holdings, or entities with which same are Board of Directors, to the Board of Directors of the company or that linked in accordance with Article 20 of the Securities Code, such has to do with the current consultant to the company shall not be deals shall be subject to a preliminary opinion from the Supervisory recruited to assist the Remuneration committee. This Board. The procedures and criteria required to define the relevant recommendation also applies to any natural or legal person who level of significance of these deals and other conditions shall be has an employment contract or provides services. Complies. II.39. established by the Supervisory Board. Complies. III.12. II.5.4 All the Committees shall draw up minutes of the meetings held. Complies II.37. CHAPTER I III. INFORMATION AND AUDITING GENERAL MEETING III.1 General Disclosure Duties I.1 The Board of the General Meeting is made up as follows: III.1.1 Companies shall maintain permanent contact with the market thus upholding the principle of equality for shareholders Chairman: António Manuel de Carvalho Ferreira Vitorino and ensure that investors are able to access information in a uniform fashion. To this end, the company shall create an Investor Vice-Chairman: Francisco de Sousa da Câmara Assistance Unit. Complies III.16 Secretary: Tiago Severim de Melo Alves dos Santos (Corporate III.1.2 The following information that is made available on the Secretary) company’s Internet website, shall be disclosed in the English language: The Company will provide to the Chair of the General Meeting Board the necessary and adequate human resources and logistic a) The company, public company status, headquarters and support to prepare and hold the general meetings in an remaining data provided for in Article 171 of the Commercial independent, efficient and competent way. Companies Code; b) Articles of Association; Minutes and attendance lists of the general meetings held in the past three years are available on Brisa websitewww.brisa.pt. c) Credentials of the members of the Board of Directors and the Market Liaison Officer; d) Investor Assistance Unit - its functions and access tools; e) Accounts Reporting documents; 62
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I.2 The present ongoing mandate is for the 2008-2010 period respective identity card), containing a password selected by the shareholder and an electronic address to which the shareholder in I.3 The remuneration of the Chair of the General Meeting Board is question wishes the Company’s own password should be sent. These two passwords will jointly allow access to the respective of € 5 000 per meeting. ballot paper on the above mentioned Internet site www.brisa.pt. These shareholders may exercise their right to vote as from 0:00 I.4 Not applicable under the terms of art. 23 of the Securities Code hours of the eleventh day counting from the date of the public (CVM). announcement of the General Meeting. The referred certificate of the financial intermediary issued as provided hereinabove must be I.5 Not applicable under the terms of art. 23 of the Securities Code received until 11:59 p.m (GMT) of Registering Date with reference (CVM). to 00:00 a.m of Registering Date, subject to the votes of respective shareholders not being considered I.6 Brisa share capital is represented by 600 million listed shares at the nominal price of 1 Euro per share, equal in terms of rights and classes. I.13 Minutes of general meetings are available at the company's Each share shall correspond to one vote. Brisa was in fact, the first website. company to establish the principle of one share one vote, having at the same time abolished any restrictions to the free exercise of voting. I.14 Minutes of Brisa general meetings which include the results of all voting made over the past 5 years are available at the I.7 There are no special categories of shares or statutory rules company's website. restricting the exercising of voting rights by any shareholder, regardless of the number of shares it may hold. I.15 By rule, a member of the Remuneration Committee is present at Annual Shareholders Meeting, as recorded in respective minutes I.8 There are no statutory rules establishing any constitutive or of meeting. decision-making quorum, the Company being subject in this regard to provisions in the Companies Code. 1.16 One of the principles laid down many years ago by Portuguese law is that the remuneration of the management body I.9 There is no articles of association rules on the exercise of voting falls exclusively to the General Meeting that may delegate this duty by correspondence. to a remuneration committee.
Article 14 of the Company's Articles of Association regulates voting The 2008 Annual General Meeting appointed a Remuneration by correspondence as follows: Committee for the 2008-2010 period and appreciated a statement of this Committee on the criteria for determining the remuneration "1 - Shareholders may exercise their voting rights by of the management body. Another principle laid down long ago in correspondence for any deliberation, under the terms and Portuguese Law is the Annual General Meeting's duty to appraise conditions provided in the following paragraphs and any other that the performance of the management and audit bodies. may be provided in regulations drawn up by the Board of Directors, pursuant to the law and these articles of association. Under the terms of the law in force, performance appraisal of 2 - In case of voting by correspondence, shareholders may only managers not belonging to the corporate bodies elected by the vote on proposals previously presented and submitted to their General Shareholders' Meeting falls exclusively to the Board of appreciation. Directors. However, at the 2010 Annual Meeting, the Board of 3 - If a new proposal is submitted or if the proposal formerly Directors submitted to the following statement: submitted and voted by correspondence is changed, the vote cast under these terms shall be considered as a negative vote. “Managing Staff are a major asset of Brisa, as main drivers to 4 - The vote cast under the terms of the previous paragraph shall achieve pre-set goals. Standing in hierarchic terms immediately remain valid for a meeting held on second call, unless the below the board of directors, their task is to put into practice the shareholder is present at the latter." company's main action plans, decentralizing, monitoring, motivating, and ultimately ensuring that the goals are met in the I.10 A form for the exercising of voting by correspondence is exact terms laid down. available at www.brisa.pt. In this light, the Managing Staff should perform their duties I.11 Since the 2007 General Meeting held on March 28 of that diligently and prudently, in the company's interest. Likewise, it is in year, votes sent by post must be received by the company at least the company's interest that the Managing Staff benefit from three business days prior to the general meeting. incentives that sufficiently encourage their performances.
I.12 Shareholders may also vote over the Internet site at Given their relevant role in the development of the company's www.brisa.pt, provided that, up to the sixth day after the public global business, the Managing Staff are submitted to a complex announcement of the General Meeting, the Company head office and continuous assessment process, involving three phases: fixing receives a letter (written in accordance with the model provided on of goals, monitoring of respective execution and final assessment. the Internet site) addressed to the Chairman of the General Meeting, with certified signature (or, in the case of natural persons, Assessment is made at two levels: revealed skills (45% weight) and a letter holding their signature and enclosing a copy of their goals met (55% weight). There are core skills – strategic vision, 63
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT motivation and know-how (20%); specific skills – communication, Board of Directors decision, agility, creativity and organization (20%); and technical Chairman Vasco Maria Guimarães José de Mello* skills (5%).There are specific goals (30%) and shared goals: shared Vice-Chairman João Pedro Stilwell Rocha e Melo* by the Business Unit to which the manager under evaluation Member João Pedro Ribeiro de Azevedo Coutinho* belongs (15%) and shared by the entire Group (10%). The final Member João Afonso Ramalho Sopas Pereira Bento* index consists of the above plus the performance indexes, which will finally correspond to a specific variable remuneration amount. Member António José Nunes de Sousa* Member António José Fernandes de Sousa In 2009 the Managing Staff consisted of 30 individuals who Member António Nogueira Leite received a fixed remuneration of 4 510 239 euros and variable Member Salvador Alemany Más remuneration of 981 441 euros, based on the performance Member Martin Wolfgang Johannes Rey evaluation concerning 2008, plus defined benefits in the amount of Member Luís Manuel de Carvalho Telles de Abreu 265 694 euros. Member Rui Alexandre Pires Diniz Member João Vieira de Almeida Additionally, Brisa has 5-year management incentive plan under Member Daniel Alexandre Miguel Amaral** way, which is linked to the company's stock exchange performance and is due in three tranches: 27 April 2009 (20%), 27 April 2010 * Executive Committee (30%) and 27 April de 2011 (50%). This Plan involves 33 managing The current corporate mandate is for the 2008-2010 period. staff and 1 470 000 Brisa shares. ** Co-opted in January 18, 2011, following resignation of Pedro Bordalo Silva
1.17 Any plan for the acquisition of shares by members of the Supervisory Board Board of Directors or managing staff shall always be decided and Chairman Francisco Xavier Alves monitored by the General Meeting. Members Tirso Olazábal Cavero Joaquim Patrício da Silva 1.18 The Annual Shareholders' Meeting held in March 28, 1989 External Auditor: Alves da Cunha, A. Dias & Associados, SROC approved the granting of a supplementary retirement pension nº 74, represented by which also covers directors and managing staff of other companies José Duarte Assunção Dias of the Group.
Alternate José Luís Areal Alves da Cunha 1.19 Not applicable, as there is no restriction to voting. External Auditor:
1.20 Likewise, no defensive measures exist aimed at automatically Brisa’s governance model consists of a board of directors and a causing asset erosion in cases such as changes in the control or to supervisory board, as approved by shareholders. the composition of the Board of Directors.
Executive and supervisory functions are thus clearly distinct and I.21 There are no statutory agreements of understandings of any therefore held by different bodies. kind that may enter into force, or be altered or cease in case of change in company control. In this framework, the board of directors abides by a rule of solidarity and mutual responsibility between all members. I.22 No agreements exist between the company and members of the management board or managing officers under the terms of paragraph 3 of art. 248-B of the Securities Code, establishing However, without prejudice to this solidarity rule, there is clear compensation if they resign or are made redundant without due advantage in having management bodies composed of executive and cause or if their employment ceases following a change in non executive members, since the latter – as they are less involved in company control. current affairs, can hold a more encompassing view of the company and are therefore in a privileged position to contribute in a constructive way to a strategic analysis and follow-up of the companies' businesses, identifying any inefficiency, suggesting CHAPTER II changes and improvements, or even alternative solutions.
BOARD OF DIRECTORS AND SUPERVISORY In this context, two further committees besides the Executive BOARD Committee exist within the scope of the Board of Directors that only include non executive directors, one of which has as main duties the Section I - General monitoring and supervision of matters relating to corporate governance and sustainability and the other being in charge of following up internal auditing and risk management issues. II.1. Corporate bodies
Board of the General Meeting Chairman António Manuel de Carvalho Ferreira Vitorino Vice-Chairman Francisco de Sousa da Câmara Corporate Secretary Tiago Severim de Melo Alves dos Santos 64
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In these terms, the Board of Directors makes a positive assessment (j) Loans, financing, bonds, debt securities, commercial paper and of this corporate governance structure, as it considers that in light other forms of financing, including the issuing of sureties or of developed activity, the shareholder structure and the experience stand-by sureties in amount exceeding, on an individual basis i) already obtained, this is the most appropriate system to ensure € 100 000 000 (one hundred million Euros) if provided for in the efficient and transparent governance, capable of creating value to annual budget or (ii) € 10 000 000 (ten million Euros), if not all shareholders. provided for in the annual budget; (l) Any of the subjects referred to in paragraphs (a) to (d) II.2. The corporate governance system adopted at Brisa consists of hereinabove relating to any of the Company’s subsidiaries. a Board of Directors and a Supervisory Board; therefore, besides the committees set up within the Board of Directors and described (m) Transactions (including any commitment to conclude such in II.3 hereinabove, there are no other committees with transactions) likely to result in the transfer or encumbrance of management or supervisory powers. any shares held by the Company in any of its subsidiaries which, directly or indirectly, operates as concessionaire of the Organizational charts relating to the structure of corporate bodies concession the bases of which were approved by Decree-law and areas of responsibility of the Executive Committee are shown 247-C/2008, of 30 December (or any amendment thereto below. Detailed information on the delegation of powers within the which includes in its object at least the motorways specified Board of Directors is described in Paragraph II.3. therein) (the “Main Concession”); (n) Contracts, agreements or any transactions resulting, directly of II.3. Organisational Chart indirectly, in the transfer or encumbrance of the Main Concession, including as result of internal reorganizations of Pursuant to the law currently in force, in companies with a governing the corporate group controlled by the Company; structure such as that of BRISA (Board of Directors and Supervisory (o) Contracts, agreements or any transactions resulting, directly of Board) the Board of Directors is a collective body whose members indirectly, in a dilution of the Company’s financial holding in the exercise functions in their personal capacity, regardless of whom Main Concession, including as result of the issuing of shares or appointed or proposed them. Brisa’s Board of Directors is composed of other convertible securities into shares representing the share thirteen directors, five of which make up the Executive Committee. capital of the Company and/or any subsidiary of the Company, including Brisa Participações SGPS, S.A., Brisa – Concessão Eight of the 13 members of the Board of Directors are non- Rodoviária SGPS, S.A. and Brisa – Concessão Rodoviária, S.A. executive members, and 4 are independent, in other words, they (or any other company that may directly or indirectly replace are not associated to any specific interest group cohabiting within them in the development of the businesses comprised in the the company. Main Concession) (the “Concession Companies”).
Under statutory terms, the Board of Directors meets at least once (p) Delivery of funds to Brisa by any of the Concession Companies, each quarter. The executive management of the company falls to whether via distributions or loans or via proposals of payment the Executive Committee. of such distributions or loans, whenever the amount to deliver accounts for less than 80% (eighty percent) of the funds Pursuant to the governance model adopted at BRISA, the available in the balance sheet of Brisa – Concessão Rodoviária, Chairman of the Board of Directors is also the Chairman of the S.A. (taking into account relevant legal restrictions as well as Executive Committee. existing restrictions, including those stemming from loans obtained with third parties). The Executive Committee has been invested with the broadest (q) Changes to the articles of association or internal regulations of the management powers, except for those which are, for legal or corporate bodies of any of the Concession Companies, including statutory reasons, reserved to the Board of Directors. Under these split-offs, mergers, dissolution, subordination or group contracts, terms, the following duties fall to the Board of Directors. relating to or to be entered by any of these companies. (r) Issuing of binding instructions under the terms of Article 503 of (a) Co-option of Directors; the Companies Code or the exercising of any rights as (b) Convening of General Meetings; shareholders, where relating to any of the subjects comprised (c) Draw up of annual reports and accounts; under this paragraph 3. (d) Provision of surety bonds, personal or tangible securities or any Under the terms of article 7 of the Company's Articles of other surety on the company’s behalf; Association available at website www.brisa.pt (e) Relocation of the head-office and capital increases; (f) Mergers, demergers and transformation of the company; Non executive directors may request any clarification they may deem suitable and will have access to any information they may (g Approval of any Business Plan, including any amendment or want, namely minutes and agendas of the meetings of the revision of such plan. Executive Committee, either individually or within the scope of any (h) Approval of the annual budget, including any revision of such work developed by any of its special committees referred to in II.1. budget; Meetings of the Board of Directors will be summoned and prepared (i) Entering of relevant contracts, assuming of liabilities, asset in advance, namely documentation relating to the subjects purchase or disposal, including holdings in other companies included on respective agenda will be distributed in time, in order where respective estimated value exceeds, on an individual to ensure that all members of the Board of Directors can exercise basis, (i) € 100 000 000 (one hundred million Euros) if provided their duties in an informed and independent way. for in the annual budget or (ii) € 10 000 000 (ten million Euros), if not provided for in the annual budget; 65
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT
VASCO PEDRO ROCHA JOÃO AZEVEDO JOÃO ANTÓNIO DE MELLO E MELO COUTINHO BENTO DE SOUSA
GOVERNING BODIES
GENERAL ASSEMBLY AUDIT BOARD BOARD OF DIRECTORS / COMPANY (GA) (AB) EXECUTIVE COMMITTEE (BD/EC) SECRETARY
CHAIRMAN ANTÓNIO VITORINO CHAIRMAN FRANCISCO XAVIER ALVES CHAIRMAN VASCO DE MELLO * TIAGO MELO VICE-CHAIRMAN FRANCISCO DE SOUSA VOGAL TIRSO OLÁZABAL CAVERO VICE-CHAIRMAN PEDRO ROCHA E MELO * CÂMARA VOGAL JOAQUIM PATRÍCIO DA SILVA MEMBER JOÃO AZEVEDO COUTINHO * COMMITTEES SECRETARY TIAGO MELO ROC ALVES DA CUNHA, MEMBER JOÃO BENTO * ASSUNÇÃO DIAS & ASSOCIADOS MEMBER ANTÓNIO NUNES DE SOUSA * ELECTED BY THE GA MEMBER ANTÓNIO FERNANDES DE SOUSA * MEMBER ANTÓNIO NOGUEIRA LEITE REMUNERATION COMMITTEE MEMBER SALVADOR ALEMANY MÁS CHAIRMAN JARDIM GONÇALVES MEMBER LUÍS CORTES MARTINS MEMBER LUIS TELLES DE ABREU MEMBER RUI ROQUE DE PINHO MEMBER RUI DINIZ MEMBER JOÃO VIEIRA DE ALMEIDA MEMBER MARTIN REY DESIGNATED BY THE BD MEMBER DANIEL ALEXANDRE AMARAL CORPORATE GOVERNANCE AND * COMISSÃO EXECUTIVA SUSTAINABILITY COMMITTEE CHAIRMAN JOÃO VIEIRA DE ALMEIDA MEMBER LUÍS TELLES DE ABREU MEMBER ANTÓNIO NOGUEIRA LEITE
AUDIT AND RISK MANAGEMENT COMMITTEE CHAIRMAN ANTÓNIO DE SOUSA MEMBER LUÍS TELLES DE ABREU MEMBER ANTÓNIO NOGUEIRA LEITE CORPORATE ACTIVITIES
CORPORATE CENTRE ROAD CONCESSIONS ROAD OPERATIONS OTHER INTERNACIONAL INFRASTRUCTURES
ADMINISTRATIVE BRISA CONCESSION BRISA O&M BRISA ENGENHARIA E GESTÃO USA CARLOS SALAZAR DE SOUSA MANUEL LAMEGO VALDEMAR MENDES PEDRO CARVALHO LUÍS RODA BRISA NORTH AMERICA AUDITORY, ORGANISATION LITORAL CENTRO CONCESSION VASCO TRIGOSO DA CUNHA CONTROLAUTO - CONTROLO VICTOR SALTÃO AND SUSTAINABILITY JOSÉ BRAGA TÉCNICO AUTOMÓVEL ANA CLÁUDIA GOMES BRISA INOVAÇÃO E TECNOLOGIA GIUSEPPE NIGRA NORTHWEST PARKWAY DOURO LITORAL JORGE SALES GOMES LUÍS GRAÇA NERY PEDRO COSTA DESENVOLVIMENTO E JOÃO PORTELA RUI ROQUE NEGÓCIOS FRANCISCO MONTANHA REBELO TRANSPORT INFRASTRUCTURES NETHERLANDS GUILHERME MAGALHÃES ATLÂNTICO CONCESSION INVESTMENT COMPANY JOSÉ BRAGA VIA VERDE PORTUGAL MANUEL CARY MOVENIENCE FINANCE AND CONTROL LUÍS VASCONCELOS PINHEIRO FRANCISCO ROCIO MENDES JOSÉ HONORATO MEDEIROS JOÃO PEREIRA DE VASCONCELOS LITORAL OESTE CONCESSION JOSÉ BRAGA MCALL ASTERION ACE BRISA NEDMOBIEL VENTURES INVESTORS, COMMUNICATION MARGARIDA CHARTERS JOAQUIM EVARISTO DA SILVA PEDRO MOURISCA AND SUSTAINABILITY BAIXO TEJO CONCESSION LUÍS D’EÇA PINHEIRO JOÃO PORTELA CONSÓRCIO ELOS INDIA JOÃO BENTO LEGAL FEEDBACK HIGHWAYS OMT LUÍS GERALDES JORGE CUNHA PLANEAMENTO E CONTROLO DE GESTÃO LUÍS REBELO DA SILVA STRATEGIC PLANNING MANUEL MELO RAMOS HUMAN RESOURCES HENRIQUE PULIDO IT RUI GIL 66
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EXECUTIVE COMMITTEE UNITS
VASCO DE MELLO PEDRO ROCHA JOÃO AZEVEDO JOÃO BENTO ANTÓNIO NUNES E MELO COUTINHO DE SOUSA
GENERAL COORDINATION CORPORATE CENTRE CORPORATE CENTRE CORPORATE CENTRE OPERATIONS LEGAL ADMINISTRATIVE DESENVOLVIMENTO BRISA O&M CORPORATE CENTRE STRATEGIC PLANNING AUDITORY, ORGANISATION DE NEGÓCIOS BRISA INOVAÇÃO E TECNOLOGIA INVESTORS, COMMUNICATION HUMAN RESOURCES AND QUALITY REDES E SISTEMAS VIA VERDE PORTUGAL AND SUSTAINABILITY FINANCE AND CONTROL MCALL CONCESSIONS PLANEAMENTO E CONCESSIONS CONCESSÃO BRISA CONTROLO DE GESTÃO LITORAL CENTRO CONCESSIONS ATLÂNTICO DOURO LITORAL INFRASTRUCTURES LITORAL OESTE CONTROLAUTO - CONTROLO BAIXO TEJO INFRASTRUCTURES TÉCNICO AUTOMÓVEL BRISA ENGENHARIA E GESTÃO TRANSPORT INFRASTRUCTURES INFRASTRUCTURES INVESTMENT COMPANY ASTERION ACE CONSÓRCIO ELOS INTERNATIONAL EUA BRISA NORTH AMERICA NORTHWEST PARKWAY
HOLANDA MOVENIENCE BRISA NEDMOBIEL VENTURES
ÍNDIA FEEDBACK HIGHWAYS OMT
During 2010 non executive members belonging to special - Aligning of the risks effectively incurred with the group's strategic committees took an active part in the meetings of the Board of option; Directors and also in the works of such committees. - Identification of the main risks associated to the group's activities and respective causes; II.4. The Supervisory Board issues an annual report describing its - Analysis and measuring of the impact and likelihood of activity in the previous year, which is available at the company's occurrence of each of the potential risks; website, along with the annual report and accounts. - Establishment of mechanisms to control the execution of the risk II.5 The risk management policy is set forth by the Board of management measures adopted and follow their efficiency; Directors, which establishes goals and procedures to detect and - Adoption of internal information and communication prevent relevant risks, ascribing responsibilities to the remaining mechanisms for the various components of the system, as well as bodies of the Brisa Group. risk alerts; - Regular assessment of the system implemented and adoption of Risk Management aims at ensuring a sustainable business changes deemed necessary. development, safeguarding the Group's value, based on the best practices, allowing to capitalize internal know-how to efficiently manage the risks to which the Group is exposed, namely in the To this end, the company developed in 2010 an integrated risk environmental, legal, financial and operational fields. management tool, in accordance with aspects referred to above.
Representing a cornerstone of corporate governance, risk At the same time it is carrying out a major work involving each and management is part of Brisa’s culture and management processes, every area of the company, viewing to identify and classify in it falling to the Group’s employees the responsibility to mitigate criticality terms, the risks faced by each, so that these may be risk factors, minimizing their impact and identifying return classified and monitored through the integrated risk management opportunities, where possible. system.
The risk management process which is still undergoing Finally, the company started a process to combine risk development, is based on a structured, consistent and strict management with strategic planning, identifying and assessing the approach of the following aspects: main risks of the Group's business portfolio and laying out strategies to manage and reduce them. The various business units - Fixing of strategic goals in terms of risk taking; included in their action plans, the risk factors and impacts associated to the strategic goals, as well as mitigation measures to adopt, taking into consideration risk tolerance limits strategically set forth, which will be monitored and controlled through the risk management system. 67
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II.6. In accordance with the governance model adopted by Brisa - Brisa's Operational Coordination Centre, assisted by a telematics consisting of a Board of directors and a Supervisory board, these two and road safety structure, ensures the recording, processing and bodies play a crucial role in the creation and monitoring of internal availability of updated and timely information to clients and control and risk management systems, assessing their operation and complementary services. The setting up in 2010 of two Toll adjusting them to the company needs. The Board of Directors set up Operations Centres reinforced the control of internal operations the Audit and Risk Management Committee, made up of three and ensured the availability of complementary means to timely independent directors, whose mission is to follow audit and risk identify situations requiring action. management related issues, and monitor the activity of the Audit and The innovation spirit consolidated in 2010 with the creation of a Quality Division, submitting to the Board any changes deemed specific company keeps Brisa at the leading edge of technological relevant. This Committee is the privileged contact of the Supervisory development and modernization. In addition to the said company, Board, which holds specific and legally established powers in this field. Brisa works in partnership with various reference companies and universities, which attests for the company's commitment to II.7. Besides the rules governing the company's corporate bodies, innovation. which are available at www.brisa.pt, there are no other rules on incompatibility or maximum number of offices that can be held. Consistent development of efforts to identify operating risks and define management measures to mitigate them, in line with the Section II – Board of Directors needs of the different operations is part of the Group's strategy to face continuously evolving demands of a global world, where II.8. Pursuant to the governance model adopted at BRISA, the prevention is crucial. Chairman of the Board of Directors is also the Chairman of the Executive Committee. Non executive members of the Board of Regulation & Compliance Risks Directors have access to any documentation relating to meetings The operation and maintenance of road concessions is subject to of the Board of Directors and the Executive Committee, and they specific and comprehensive regulations. Hence, the risk stemming may request additional information in order to perform their duties from regulatory changes is particularly relevant. as informed, independently and efficiently as possible. The Legal Department follows closely the regulatory evolution of II.9 The first risk assessment carried out pursuant to the system Brisa's activities and markets and proposes legal steps and described in II.4 pin-pointed the following major risk groups that solutions deemed more adequate to the normal development of may affect Brisa's normal business development: the Group's various operations, in accordance with the legal framework in force at any time. Operating Risks Brisa is a reference company in the road and transportation sector. Amongst the many activities developed during 2010, we point out As such, risk management is mandatory for the sustainable the important work carried out in the field of data privacy and development of its operations. safety as well as training on the new public contracting laws recently introduced, concerning namely the management and The Group's commitment to continuous improvement is shown in supervision of works and projects. the investment constantly made in excellence and innovation throughout its operations, with special focus on its clients Environmental Risks expectations, namely in terms of traffic safety, comfort and fluidity Environmental management throughout design, construction and and the quality of roads and services provided. operation phases are at the top of the Group's priorities. The work developed in this field includes the early recognition of The support to prevention campaigns and improvement of the environmentally risky situations, in order to act preventively to network's safety features, namely improvement and widening eliminate or mitigate their impact, based on the Environmental works in accordance with the Group's required standards and the Policy in force. law, view to create the necessary conditions for an enhanced traffic flow. Efforts developed throughout its value chain seek to enhance a sustainable performance, in line with environmental goals and in The existence of a management and crisis communication model to accordance with the relevant laws and other requirements respond to emergency situations and the establishment of specific subscribed by the Group concerning environmental aspects contingency plans for the different areas attest for the concern and stemming from its operations. rigour placed on the management of the Group's operations. The existence of environmentally certified companies according to As far as occupational safety and health are concerned, Brisa holds ISO 14001, internationally recognized as guidelines for corporate a specific structure which controls and ensures the central and environmental management as well as the adoption by the Group local coordination of safety and health plans associated to risk of its own specific guidelines (Environmental Policy Statement), activities. eco-efficiency criteria, quantitative goals concerning environmentally critical indicators and a Sustainability In 2010, the company undertook various initiatives relating to Management Information System bolster and strengthen its activities with run over risk, namely those developed at toll standards, in the continuous search for improvement and a barriers. These initiatives were communicated and extended to sustainable business performance. external companies. 68
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Information systems risk financial risks to which BCR is subject were considerably reduced. Brisa's systems, information and communication technologies exist The innovating financial structure mounted at BCR was rewarded as means to carry out the missions of the Group's companies, i.e. with a strong and stable rating (A- by and Baa1 by Moody’s), which they serve the purpose of supporting business operations. is crucial to ensure future access to international debt markets, mitigating refinancing risk. The financial structure of BCR The work developed in this area, namely in what concerns the integrates a risk hedging policy with its own risk management safety of information and the resilience of the existing structure, rules and guidelines, including for instance a minimum fixed rate includes actions to mitigate the different risks to which the Group ratio for debt, the non existence of significant non hedged foreign is exposed, such as the redundancy and safety of the exchange exposures, as well as a minimum financial solidity telecommunications infrastructure and the implementation of (according to rating) required from counterparts to perform secure but highly available systems to ensure data integrity and financial operations. business continuity. II.10 The powers of the Board of Directors are those legally Additionally, in 2010 the company continued the assessment and established. Specifically in what concerns share capital resolutions, implementation of disaster recovery strategies. the Board of Directors, may in cases legally permitted, decide on the issuing both on the domestic and international markets, of Financial Risks bonds and/or other securities including namely bonds that are Like most companies, Brisa is exposed to a number of financial convertible into shares, bonds giving right to the subscription of risks stemming from its business activity. These include: liquidity shares and/or warrants on treasury stock. and interest rate risk deriving from financial liabilities; foreign exchange risk stemming from investment in Companhia de II.11 The Company does not have a policy for the rotation of Concessões Rodoviárias (Brazil), although this exposure ceased at functions within the Board of Directors, as it considers that the end of 2010, following the sale of the stake held by Brisa in this Directors must hold the duties most adequate to their abilities and company; exchange rate risk associated to investment in skills, taking into account the needs and interests of the Company. Northwest Parkway (USA); and counterpart risk to which the Under the terms of the Companies Code, in companies with Brisa's company is exposed associated to risk hedging operations and governance model (Board of Directors and Supervisory Board), it other financial applications. falls to shareholders assembled in General Meeting to submit proposals for appointment and replacement of members of the Financial risk management policies are approved by the Executive Board of Directors and the Supervisory Board. In this light, there is Committee and put into practice by the Financial Division (DFI) of no statutory restriction to the appointment of these two bodies. In Brisa Auto-Estradas. DFI is in charge of identifying and quantifying case of resignation or definitive impediment of a director during the financial risks to which the Group is exposed, and to propose the course of his mandate, the Board of Directors will co-opt a new and implement measures to manage/mitigate them. The member, who will be subject to the approval of the first general management of financial risks centralised at DFI covers foreign meeting occurring after the co-opting concerned. In case of exchange transactions, financing operations, treasury surplus resignation or definitive impediment of a member of the applications, contracting of hedging instruments and management Supervisory Board, the vacant seat will be filled by the alternate of counterpart risk. All financial risk operations involving the use of member of this body. derivative instruments must be approved by the Financial Director or the Executive Committee. II.12 In 2010 the Board of Directors met 12 times and the Supervisory Board met 8 times. Minutes of every meeting were Participation in tenders for new concession contracts is also subject drawn up. to the risk management/mitigation policy. Project finance is the financing structure used in this type of projects, viewing to ensure II.13 In 2010, the Executive Committee met 57 times. Non the operational, financial and legal separation of each project. The executive directors have access to the minutes of all meetings of creation of companies with their own financing structures with no the Executive Committee. recourse to Brisa Auto-Estradas cash flows or assets (besides the capital commitments the amount of which is known from the start) II.14 Directors Vasco Maria Guimarães José de Mello, João Pedro enables to limit and quantify the risk taken by Brisa when investing Stilwell Rocha e Melo, João Pedro Ribeiro de Azevedo Coutinho, in new concessions. Moreover, Brisa enters in these projects in João Afonso Ramalho Sopas Pereira Bento and António José Nunes partnership, normally with minority stakes, thereby mitigating its de Sousa are executive directors and directors António José exposure to each project. Fernandes de Sousa, António Nogueira Leite, Salvador Alemany Más, Martin Wolfgang Johannes Rey, Luís Manuel de Carvalho In 2010, as its corporate reorganization was completed, resulting Telles de Abreu, Rui Diniz, João Vieira de Almeida and Daniel in the separation and ring-fencing of Brisa Concession into a newly Amaral are non executive directors. formed company (Brisa Concessão Rodoviária, S.A.- BCR), the 69
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If the incompatibility rule provided in article 414-A of the review and considered important in terms of corporate Companies Code exclusively applicable to the members of the governance and/or sustainability. Supervisory Board and Board of the General Meeting were to be applied to members of the Board of Directors and more specifically 2.2. Taking into account the collective nature of the corporate to non executive directors, António Nogueira Leite, Salvador bodies under evaluation, SCGC assesses the performance of Alemany Más, Rui Diniz and Martin Wolfgang Johannes Rey would these bodies and entities and not of their members not comply with the said incompatibility rule, as they hold individually. management functions in five companies. Non executive directors António José Fernandes de Sousa, Luís Manuel de Carvalho Telles 3. Assessment de Abreu, João Vieira de Almeida and Daniel Alexandre Miguel Amaral would comply with the said incompatibility rule. Should the 3.1. Executive Committee (EC) independence criteria set forth in paragraph 5 of art. 414. of the No restraints or problems were detected likely to hinder the Companies Code concerning specifically members of the normal and regular functioning of the executive body, Supervisory Board be applicable to members of the Board of particularly the articulation between the EC and the Board of Directors, members João Pedro Ribeiro de Azevedo Coutinho and Directors, whose members were given the necessary means to João Afonso Ramalho Sopas Pereira Bento would be considered perform their duties in an informed and independent way. independent. The EC met 57 during 2010 and minutes were drawn up of II.15. The company deems independent any member of the Board every meeting held. Furthermore, all decisions and information of Directors who is not linked to any group of specific interests in requiring ratification or information viewing respective the company, namely who does not hold or act on behalf of any execution were submitted to the relevant bodies and services. holder of a qualifying stake equal or above 2% of the share capital. The EC was present in all Board of Directors’ meetings, having II.16 Under the terms of the law in force, directors are elected by carried out or ordered the carrying out of presentations and the general meeting, upon proposal of shareholders, and existing provided any clarification required by the members of the directors cannot interfere in the selection of candidates whether Board of Directors, viewing to enable a clear identification of for executive or non executive office. the issues under discussion and decide thereon.
II.17 Report of the Sustainability and Corporate Governance This Committee as well as the Supervisory Board and Audit Committee Committee - as confirmed by the latter, were given the information and support they required for their regular ASSESSMENT REPORT functioning.
According to recommendations in force, it falls to the Sustainability The Group's corporate reorganization was completed during and Corporate Governance Committee (SCGC) to assess the the year, having required the allocation of significant performance of executive directors and existing committees, resources, including the EC. The process was extremely including self assessment. dynamic, testing intensely the interface between the EC and the Board of Directors, and between the latter and The SCGC has not defined specific performance assessment tools in shareholders, evidencing capacity for dialogue and the light of this recommendation, having decided to wait for the collaborative efforts, which led to the introduction of several market and also SCGC to gain experience in this matter, in order to improvements in the governance model applicable to the be able to resort to tested and reliable metrics, in line with best Group following reorganization. As a matter of fact, CAGSS market practices. welcomes the guarantees of independence on one hand, and the shareholder participation, on the other hand, which stem Therefore, in line with previous years, SCGC established for from the governance model adopted - specially at the level of assessment purposes a number of parameters and assumptions of Brisa Concessão Rodoviária, SA and its relationship with the general nature that map out the assessment carried out, consisting parent company, Brisa Auto-Estradas de Portugal, S.A. - and of the following: which translate a high degree of sophistication in the definition of the “checks and balances” system. 1. Scope The EC proved capable of managing and protecting Brisa's SCGC considers that the assessment to be carried out should image, safeguarding the development of projects with impact exclusively focus aspects within its specific scope of attributions, on the company's sustainability, and of maintaining an open i.e. corporate governance and sustainability, and that it should not dialogue with all stakeholders in particularly demanding give its opinion on matters beyond this scope, particularly those of circumstances, given the financial crisis at world level. financial or operational nature. Our assessment of the performance of the EC is thus highly 2. Method positive.
2.1. SCGC bases its evaluation on an analysis focused on (i) the 3.2. Audit and Risk Management Committee (ComAud) regularity of the activity of corporate bodies in the light of the policies set forth and corporate governance recommendations AudCom plays a crucial role within the scope of Brisa's in force; (ii) the company's performance at sustainability level, corporate governance, as it ensures an independent and close as reflected in the Sustainability Report; and (iii) the degree of supervision of the company's economic and financial situation. execution of plans and projects laid down for the year under 70
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT
In 2010 ComAud met on a bi-monthly basis, being granted Banco Crefisul de Investimento of Group Citicorp in São Paulo, access to all information and receiving the support of the Brazil, 1980. Managing Director at CUF Finance, a wealth services it required. AudCom holds regular meetings with the management company in Geneva, Switzerland, 1985. company's departments involved in the areas under its jurisdiction, namely the Internal Audit Office and the Director of UIF – União Internacional Financeira, 1988. Supervisory Board. These meetings were held on a regular basis during the year under review. Member and chairman of the board of directors of Banco Mello, Banco Mello de Investimentos and Companhia de Seguros Império AudCom kept an active role in meetings of the Board of and vice-chairman of José de Mello, SGPS (1991-2000). Directors, reporting on its activity, making recommendations and requesting information to the EC viewing to clarify issues Member of the Strategic Board of CTT – Correios de Portugal, S.A. under discussion. Member of the Board of Directors of Abertis, Barcelona (2000- 2002). We point out the Committee's relevant participation in the works which led to the creation of the integrated risk Vice-Chairman of the High Council of Banco Comercial Português management system and in the monitoring of its (2000-2007). implementation. Member of the Supervisory Board of Bank Millennium - Poland Our assessment of the performance of the AudCom is clearly (2005-2007). positive. Member of the Board of Directors of Abertis, Barcelona (2003- 3.3. Sustainability and Corporate Governance Committee 2007).
SCGC meets twice each month, inviting representatives of the Holder of 581 795 Brisa shares. company's areas more involved in governance and sustainability issues to attend the meetings, including the João Pedro Stilwell Rocha e Melo, Vice-chairman of the Board Ombudsman. of Directors and member of the Executive Committee of Brisa Auto- estradas de Portugal, S.A.. During 2010 SCGC met all its goals, namely: • Monitoring of the reorganization process in what concerns Member of Brisa's Board of Directors since 2002. His current governance and sustainability. mandate is for the 2008-2010 period. • Broad participation in the drawing up of the Sustainability Report; Graduated in Mechanical Engineering from Instituto Superior • Creation of a privileged communication channel with the Técnico in 1985. Ombudsman. Post-graduation in Business Administration (MBA) from These goals were fully met, attesting for the increasingly Universidade Nova de Lisboa in collaboration with Wharton relevant role of this Committee in the company's internal School, of the University of Pennsylvania in 1986. International structure. Capital Markets Course from Oxford University in 1991.
Within the scope of the reorganization process, the SCGC met Completed the management training programme “Leadership for with the Board of Directors and with shareholders seeking Top Managers” – IMD International in 2002. clarifications on the project. In what concerns the Sustainability Report, stable processes and a competent Director of Mello Valores – Sociedade Financeira de Corretagem internal structure enabled the Committee to review the and director-general of Banco Mello de Investimentos. From 1997- document project in advance and contribute to it. Finally, we 2000, Chairman of the Executive Committee of Banco Mello de point out that the Committee maintains a stable relationship Investimentos, Director of Banco Mello, Director of Companhia de with the Ombudsman, having created routines to monitor the Seguros Império. Vice-chairman of the Board of Directors of BCP issues reported to this officer. Investimento.
In view of the above, SCGC positively assesses its performance in Holder of 580 161 Brisa shares. 2010. João Pedro Ribeiro Azevedo Coutinho, member of the Board of II.18. Professional qualification and duties carried out by the Directors and of the Executive Committee of Brisa Auto-estradas de Portugal, S.A.. members of the Board of Directors in the past 5 years: Member of Brisa's Board of Directors since 1999. His current Vasco Maria Guimarães José de Mello, Chairman of the Board mandate is for the 2008-2010 period. of Directors and Chief Executive Officer of Brisa Auto-estradas de Portugal S.A. since 2000. Graduated in Business Administration from Universidade Católica Portuguesa in 1982. His current mandate is for the 2008-2010 period. Completed the management training programme “Leadership for Graduated in Business Administration from the American College Top Managers”, IMD International in 2002. of Switzerland, 1978. Attended the Citigroup’s Training Program in New York, from 1978 to 1979. Senior auditor at Coopers & Lybrand, Auditores, Lda., director in charge of financial engineering, corporate finance, mergers and 71
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT acquisitions and capital markets at DECA, Decisão Estratégica, Companhia de Concessões Rodoviárias, S.A., in Brazil, from 2005 to Consultores Associados em Gestão, S.A., director in charge of 2008. investment and financial engineering and primary capital markets at RAR - Sociedade de Investimentos e Engenharia Financeira S.A., Holder of 432 000 Brisa shares. director of Deutsche Bank, in Portugal, responsible for the Investment Banking Department, member of the board of directors António José Fernandes de Sousa, member of the Board of of DB Vida, S.A. and member of the executive committee of Banco Directors of Brisa Auto-estradas de Portugal, S.A.. Mello de Investimento. Member of Brisa's Board of Directors since 2002. His current Holder of 525 248 Brisa shares. mandate is for the 2008-2010 period.
João Afonso Ramalho Sopas Pereira Bento, Member of the Graduated in Business Administration from Universidade Católica Board of Directors and Executive Committee of Brisa – Auto- Portuguesa, 1977 estradas de Portugal, S.A., since 2001. His current mandate is for the 2008-2010 period. PhD in Business Administration in the area of Strategic Planning from Wharton School, University of Pennsylvania, 1983. Civil Engineering Degree from Instituto Superior Técnico (IST), 1983 and MSc in Structural Engineering also from Instituto Superior Assistant secretary of state and foreign trade (1991-1993), Técnico, 1987. assistant secretary of state and finance (1993-1994), governor of the Bank of Portugal (1994-2000) and chairman of the board of PhD in Civil Engineering from Imperial College of Science, directors of Caixa Geral de Depósitos (2000- 2004). Technology & Medicine, London University, 1992 and PhD in Civil Engineering from IST/UTL in 1992, with "Agregação" in Civil Holder of 1 520 Brisa shares. Engineering – Intelligent Systems, IST, 1999. António Nogueira Leite, member of the Board of Directors of Member of the Board of Directors of EDP S.A (2000-2003), Adamastor Brisa Auto-estradas de Portugal, S.A.. since 2002. Capital, SGPS, S.A. (2002-2004) and Brisatel S.A. (2000-2001). Member of the Board of Directors of Brisa Auto-estradas de First Chairman of the Boards of Directors of Brisa Engenharia e Portugal, S.A.. since 2002. Gestão (2002 to 2007), Brisa Conservação de Infraestruturas (2002 to 2005) and Brisa Assistência Rodoviária (2003 to 2007). Graduated in Economics from Universidade Católica Portuguesa, 1983. Masters of Science in Economics, from University of Illinois President of ASECAP - Association of the European Tolled at Urbana-Champaign, 1986. Motorways from 2005 to 2007, and Honorary President since May 2007. Board Member of International Bridge, Tunnel and Turnpike Ph.D. in Economics from University of Illinois at Urbana- Association from 2007 to 2011 and Chairman of the Tolled Bridge Champaign, 1988. and Motorway Concessionaires Association from 2005 to 2011. Equivalency to Doctorate Degree in Economics (specialisation: Senior Lecturer ("Professor Catedrático") at IST until 2002, Microeconomics) from the Faculty of Economics of Universidade remaining as Invited Senior Lecturer of the Civil Engineering and Nova de Lisboa. Architecture Department of the same School. Vice-Chairman of the Engineering Academy. “Agregação” at Universidade Nova, 1992 and presently Visiting Professor at the same University. Holder of 529 223 Brisa shares. Chair of the board of directors of the Lisbon Stock Exchange, 1999. António José Nunes de Sousa, member of the Board of Directors Secretary of state for treasury and finance in the XIV Constitutional and of the Executive Committee of Brisa Auto-estradas de Government (from October 1999 to September 2000) and deputy Portugal, S.A.. governor of the European Investment Bank, European Bank for Reconstruction and Development and the Inter-American Member of Brisa's Board of Directors since 2008. His current Development Bank. Portugal’s representative at the Economic and mandate is for the 2008-2010 period. Financial Council of the European Union.
Graduated in Civil Engineering from Instituto Superior Técnico He does not hold any Brisa shares. (IST), 1982 Salvador Alemany Más, member of the Board of Directors of Post-graduation in Business Administration from Universidade Brisa Auto-estradas de Portugal, S.A.. Católica Portuguesa, Lisbon, 1998 Member of Brisa's Board of Directors since 31 March 2008. His From 1993 to 1999, Portuguese Road Authority having held current mandate is for the 2008-2010 period. different positions; Manager of Concession Operations, 1996. “Profesor Mercantil” and Graduated in Economic Sciences from At Brisa Auto-estradas de Portugal, S.A., Technical General University of Barcelona Manager (1999 to 2002). Official Auditor Diploma from IESE. Executive Director of BRISA Engenharia e Gestão, S.A. (2002 to 2004) and its Chief Executive Officer (from June to November 2004). Executive Director of Abertis in 2003, having occupied similar positions in various companies of Group Abertis. Member of the Board of Directors of BRISA Internacional, SGPS, S.A., (2004-2006); Chairman of the Board of BRISA Participações e He does not hold any Brisa shares. Empreendimentos, Ltda (Brazil); member of the Board of Directors of 72
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Martin Wolgang Joahnnes Rey, member of the Board of Daniel Alexandre Miguel Amaral, member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Directors of Brisa Auto-estradas de Portugal, S.A..
Member of Brisa's Board of Directors since 2007. His current Member of Brisa's Board of Directors since 2011. His current mandate is for the 2008-2010 period. mandate is for the 2008-2010 period.
Graduated in Law from Rheinische Friedrich-Wilhelms University in Degree in Business Administration from ISEG. Bonn, having also attended business administration at the University of Hagen. Joined Group Caixa Geral de Depósitos in October 1996, becoming Manager of Caixa- Banco de Investimento, SA from April 2003 to Joined the Babcock Group in 2003, having held various managerial March 2008 and Executive Director of CREDIP – Instituição positions at Bayerische Hypo-und Vereinsbank (HVB) before that. Financeira de Crédito, SA from April 2007 to March 2008. Member of European Infrastructure Team da Babcock & Brown (April 2008 He does not hold any Brisa shares. to June 2009), currently Partner of Arcus Infrastructure Partners.
Luis Manuel de Carvalho Telles de Abreu, member of the Board He does not hold any Brisa shares. of Directors of Brisa Auto-estradas de Portugal, S.A.. II.19 Duties carried out by Members of the Board of Directors in Member of Brisa's Board of Directors since 2003. His current other companies mandate is for the 2008-2010 period. Duties carried out by Chairman of the Board of Directors of Brisa Graduated in Law from the Faculty of Law of Coimbra University, Auto-estradas de Portugal, S.A., Vasco Maria Guimarães José de 1963. Mello in other companies:
Member of the Bar Association (District Council of Oporto), from José de Mello, SGPS, S.A. 1978 to 1980 and 1981 to 1983; Chairman of the Board of Directors and Executive Committee
Member of the General Council of the Bar Association from 1990 CRP – Centro Rodoviário Português to 1992; Vice-Chairman of the Founding Council Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A. Member of the General Council of the Bar Association from 2005 Member of the Board of Directors to 1992; BCSD Conselho Empresarial para o Desenvolvimento Sustentável He does not hold any Brisa shares. Member of the Board
Rui Pires Diniz, member of the Board of Directors of Brisa Auto- CMVM-Comissão do Mercado de Valores Mobiliários estradas de Portugal, S.A.. Member of the Advisory Council
Member of Brisa's Board of Directors since March 2010. His current Fundação Amélia de Mello mandate is for the 2010-2010 period. Member of the Board
Graduated in Economics from Universidade Católica Fundação EDP Member of the Board Mckinsey & Company (Iberia office) from 05/ 96 to 02/10: as Office Manager of the Lisbon office (September 2007 to February 2010), AEM - Associação de Empresas Emitentes de Valores Cotados em Manager (Partner) of Mckinsey & Company (July 2008 to June 2008) Mercado Member of the Board Consultant of Mckinsey & Company (March 1996 to June 2002) BRISA Serviços Viários, SGPS, S.A. He does not hold any Brisa shares. Chairman of the Board of Directors
João Vieira de Almeida, member of the Board of Directors of BRISA Internacional, SGPS, S.A. Brisa Auto-estradas de Portugal, S.A.. Chairman of the Board of Directors
Member of Brisa's Board of Directors since 2003. His current Via Oeste, SGPS, S.A. mandate is for the 2008-2010 period. Chairman of the Board of Directors
Law Degree from Universidade Católica Portuguesa, 1985, member BRISA Infraestruturas, SGPS, S.A. of the Portuguese Bar Association and the Brazilian Bar Chairman of the Board of Directors Association. Member of the District Council and General Council of the Portuguese Bar Association. BRISA Participações, SGPS, S.A. Chairman of the Board of Directors
Senior partner and chairman of the executive board of Vieira de BRISA Concessão Rodoviária, SGPS, S.A. Almeida & Associados - Sociedade de Advogados, responsible for Chairman of the Board of Directors M&A and Corporate Finance. BRISA Concessão Rodoviária, S.A. He does not hold any Brisa shares. Chairman of the Board of Directors 73
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Duties carried out by Vice-Chairman of the Board of Directors of BRISA Concessão Rodoviária, S.A. Brisa Auto-estradas de Portugal, S.A., João Pedro Stilwell Rocha Member of the Board of Directors e Melo in other companies: Duties carried out by Member of the Board of Directors of Brisa Via Oeste, SGPS, S.A. Auto-estradas de Portugal, S.A., João Afonso Ramalho Sopas Member of the Board of Directors Pereira Bento in other companies:
BRISA Serviços Viários, SGPS, S.A. BRISAL Auto-Estradas do Litoral, S.A. Member of the Board of Directors Chairman of the Board of Directors
BRISA Internacional, SGPS, S.A. Auto-Estradas do Baixo Tejo, S.A. Member of the Board of Directors Chairman of the Board of Directors
TECNOHOLDING II – Investimentos Tecnológicos SA AEDL – Auto-Estradas do Douro Litoral, S.A. Member of the Board of Directors Member of the Board of Directors
BRISA Participações, SGPS, S.A. BRISA Serviços Viários, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
BRISA Infraestruturas, SGPS, S.A. BRISA Internacional, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
BRISA Concessão Rodoviária, SGPS, S.A. Via Oeste, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
BRISA Concessão Rodoviária, S.A. BRISA Participações, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
APCAP – Associação Portuguesa das Sociedades Concessionárias BRISA Infraestruturas, SGPS, S.A. de Auto-Estradas com Portagens Member of the Board of Directors Member of the Board of Directors BRISA Concessão Rodoviária, SGPS, S.A. Member of the Board of Directors José de Mello – Sociedade Gestora de Participações Sociais, S.A. Chairman of the Board of Directors and Executive Committee BRISA Concessão Rodoviária, S.A. Member of the Board of Directors ASTERION, A.C.E. Member of the General Council BRISA United States, LLC (EUA) Member of the Board of Directors Associação Comercial de Lisboa Member of the Board BRISA North America, Inc (EUA) Member of the Board of Directors Associação Schoenstatt Lisboa Member of the Board Elos Ligações de Alta Velocidade, S.A. Chairman of the Board of Directors Duties carried out Member of the Board of Directors of Brisa Auto- estradas de Portugal, S.A., João Pedro Ribeiro de Azevedo Elos OM, S.A. Coutinho in other companies: Chairman of the Board of Directors
Controlauto Controlo Técnico Automóvel, S.A. ASTERION, A.C.E. Chairman of the Board of Directors Member of the General Council
TECNOHOLDING II – Investimentos Tecnológicos SA BRISA Participações e Empreendimentos Ltda. (Brazil) Chairman of the Board of Directors Chairman of the Advisory Council
BRISA Serviços Viários, SGPS, S.A. EFACEC Capital, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
BRISA Internacional, SGPS, S.A. TECNOHOLDING II – Investimentos Tecnológicos SA Member of the Board of Directors Member of the Board of Directors
Via Oeste, SGPS, S.A. APCAP- Associação Portuguesa das Sociedades Concessionárias de Member of the Board of Directors Auto-Estradas ou Pontes com Portagens. Chairman of the Board of Directors BRISA Participações, SGPS, S.A. Member of the Board of Directors International Bridge, Tunnel and Turnpike Association (EUA) Member of the Board of Directors BRISA Infraestruturas, SGPS, S.A. Member of the Board of Directors Fundação Luso-Brasileira Member of the Board of Trustees BRISA Concessão Rodoviária, SGPS, S.A. Member of the Board of Directors 74
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InIR, Instituto Regulador do Sector Rodoviário Duties carried out by Member of Member of the Board of Directors Member of the Advisory Council of Brisa Auto-estradas de Portugal, S.A., António do Pranto Nogueira Leite in other companies: Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., António José Fernandes de José de Mello Investimentos, SGPS, SA Sousa in other companies: Member of the Board of Directors
Brisa Engenharia e Gestão (BEG) CUF – Companhia União Fabril, SGPS, S.A. Chairman of the Board of Directors Member of the Board of Directors
AEDL – Auto-Estradas do Douro Litoral, S.A. CUF-Quimicos Industriais, SA Chairman of the Board of Directors Member of the Board of Directors
MCall Serviços de Telecomunicações, S.A. José de Mello – Sociedade Gestora de Participações Sociais, S.A. Chairman of the Board of Directors Member of the Board of Directors
Via Verde Portugal, S.A. EFACEC Capital, SGPS, S.A. Chairman of the Board of Directors Member of the Board of Directors
BRISA O&M, S.A. COMITUR – Sociedade Gestora de Participações Sociais, S.A. Chairman of the Board of Directors Member of the Board of Directors
Brisa Inovação e Tecnologia COMITUR IMOBILIÁRIA, SA Chairman of the Board of Directors Member of the Board of Directors
TECNOHOLDING II – Investimentos Tecnológicos SA Herdade do Vale da Fonte - Sociedade Agrícola, Turística e Member of the Board of Directors Imobiliária, SA Member of the Board of Directors BRISA Serviços Viários, SGPS, S.A. Member of the Board of Directors Sociedade Imobiliária e Turística do cojo, SA Member of the Board of Directors BRISA Internacional, SGPS, S.A. Member of the Board of Directors REDITUS, SGPS, SA Member of the Board of Directors Via Oeste, SGPS, S.A. Member of the Board of Directors BANIF Investment, SA Member of the Advisory Council BRISA Participações, SGPS, S.A. Member of the Board of Directors Instituto de gestão do Crédito Público Member of the Advisory Council BRISA Infraestruturas, SGPS, S.A. Member of the Board of Directors OPEX, SGSNM, S.A Chairman of the Board of Directors BRISA Concessão Rodoviária, SGPS, S.A. Member of the Board of Directors Instituto Português de Relações Internacionais Member of the Board BRISA Concessão Rodoviária, S.A. Member of the Board of Directors Comunidade Portuária de Aveiro Chairman of the Council APCAP – Associação Portuguesa das Sociedades Concessionárias de Auto-Estradas com Portagens Associação Oceano XXI Member of the Board of Directors Chairman of the Council
Duties carried out by Member of the Board of Directors of Brisa EDP Renováveis, S.A. Auto-estradas de Portugal, S.A., António José Fernandes de Member of the Board of Directors Sousa in other companies: Fundação Batalha de Aljubarrota Associação Portuguesa de Bancos Member of the Board of Directors Chairman of the Council Duties carried out by Member of the Board of Directors of Brisa STRATORG – Gabinete de Gestão de Empresas, S. A. Auto-estradas de Portugal, S.A, Salvador Alemany Más in other Chairman companies:
ECS Sociedade de Capital de Risco, S.A. Abertis Infraestructuras, S.A. Director CEO
ECS capital, SGPS, S. A. Autopistas, C.E.S.A. Chairman of the Board of Directors Chairman of the Board of Directors
Abertis Telecom, S.A. Chairman of the Board of Directors 75
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Iberpistas, S.A.C.E. Caraimo – Propriedade, Investimento e Administração de Bens Member of the Board of Directors Mobiliários e Imobiliários, S.A. Chairman of the Board of the General Meeting Saba Aparcamientos, S.A. CEO Cimertex - Sociedade de Máquinas e Equipamentos, S.A. Chairman of the Board of the General Meeting Parc Logístic, S.A. Vice-Chairman of the Board of Directors Cinca – Companhia Industrial de Cerâmica, S.A. Chairman of the Board of the General Meeting Centro Intermodal de Logística, S.A. (CILSA) Vice-Chairman of the Board of Directors Empresa Predial Ferreira & Filhos, S.A. Chairman of the Board of the General Meeting Areamed Vice-Chairman of the Board of Directors Galilei, S.G.P.S., S.A. Chairman of the Board of the General Meeting Círculo de Economía Chairman Gamobar, SGPS, S.A. Chairman of the Board of the General Meeting Member of the Economic Policy Committee of the Chamber of Commerce of Barcelona Itron Imobiliária, S.A. Chairman of the Board of the General Meeting Gremio de Garajes de Barcelona Honorary President José Luís Ferreira da Costa, S.G.P.S., S.A Chairman of the Board of the General Meeting ASETA (“Asociación de Sociedades Españolas Concesionarias de Autopistas, Túneles, Puentes y Vías de Peaje”) Prainha – Empreendimentos Imobiliários, S.A Vice-chairman Chairman of the Board of the General Meeting Prainhamar – Exploração Hoteleira, S.A. Duties carried out by Member of the Board of Directors of Brisa Chairman of the Board of the General Meeting Auto-estradas de Portugal, S.A, Martin Wolgang Johannes Rey in other companies: Real Vida Seguros, S.A. Chairman of the Board of the General Meeting Babcock & Brown France (Fruges II) SAS, France Vice director general Tecniforma – Oficinas Gráficas, S.A. Chairman of the Board of the General Meeting Babcock & Brown GmbH, Germany Director General Viagens Abreu, S.A. Chairman of the Board of the General Meeting Babcock & Brown Windpark Verwaltungs GmbH Director General Asorg – Administração de Bens Mobiliários e Imobiliários, S.A. Secretary of the Board of the General Meeting Babcock & Brown Windpark Management GmbH, Germany Director General Encontrarse – Associação de Apoio às Pessoas com Perturbação Mental Grave Renerco AG, Germany Secretary of the Board of the General Meeting Vice-Chairman of the Supervisory Board Liga dos Amigos do Hospital de Santo António Nordex SE, Germany Secretary of the Board of the General Meeting Member of the Supervisory Board Quinta dos Cónegos – Sociedade Imobiliária, S.A ZAAB Energy AG, Germany Member of the Board of Directors Member of the Supervisory Board Duties carried out by Member of the Board of Directors of Brisa Babcock & Brown European Investments S.a.r.l, Luxemburg Auto-estradas de Portugal, S.A., João Vieira de Almeida in other Executive Member of the Board of Directors companies: B&B MB, investicije, d.o.o., Slovenia Manager BRISA Internacional, SGPS, S.A. Chairman of the Board of the General Meeting BABCOCK & BROWN, investicije d.o.o., Slovenia Manager Banco Finantia, S.A. Chairman of the Board of the General Meeting Duties carried out by Member of the Board of Directors of Brisa Grow – Sociedade Gestora de Patrimónios, SA Auto-estradas de Portugal, S.A, Luís Manuel de Carvalho Telles Chairman of the Board of the General Meeting de Abreu in other companies: José de Mello Investimentos, SGPS, SA Telles de Abreu e Associados – Sociedade de Advogados, R.L. Chairman of the Board of the General Meeting Director PPPS – Consultoria em Saúde, S.A Imobiliária 1928, Limitada Chairman of the Board of the General Meeting Manager 76
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SGFI,S.A. – Sociedade Gestora de Fundos de Investimento PPPS – Consultoria em Saúde, S.A.; Imobiliário, S.A. Member of the Board of Directors Chairman of the Board of the General Meeting PPPS – Parcerias Públicas Privadas na Saúde, SGPS, S.A. Route to Market, SA Member of the Board of Directors Chairman of the Board of the General Meeting José de Mello Saúde – Serviços de Gestão e Consultoria, LDA Imopolis - Sociedade Gestora de Fundos de Investimento Manager Imobiliário, S.A. Chairman of the Board of the General Meeting BESO, Serviços de Comodidade e Conveniência, LDA. Manager Inapa – Investimentos, Participações e Gestão, S.A. Chairman of the Board of the General Meeting Novamente - Associação de Apoio aos Traumatizados Crâneo Encefálicos e suas famílias José de Mello Saúde, SA Director Secretary of the Board of the General Meeting Duties carried out by Member of the Board of Directors of Brisa Banif – Investimento Auto-estradas de Portugal, S.A., Daniel Alexandre Miguel Member of the Advisory Council Amaral in other companies:
Vieira de Almeida & Associados – Sociedade de Advogados, R.L. Arcus Infrastructure Partners LLP – Chairman of the Council Partner
VAS – Vieira de Almeida Serviços, Lda Arcus ISH LLP Manager Partner
Associação Colecção Berardo Hidroeléctrica de Dornelas, Unipessoal, Lda. Chairman of the Board of the General Meeting Manager
Fundação do Gil PEG, Unipessoal, Lda. Chairman of the Advisory Council Manager
Federação Portuguesa de Râguebi Culturado, Unipessoal, Lda. Member of the Legal Council Manager
Associação de Curling de Portugal Solfasquia, Unipessoal, Lda. Chairman of the Council Manager
Duties carried out by Member of the Board of Directors of Brisa Norteturbo, Unipessoal, Lda. Auto-estradas de Portugal, S.A., Rui Alexandre Pires Diniz in Manager other companies: Maintranche, Unipessoal, Lda. José de Mello Saúde – Sociedade Gestora de Participações Sociais, S.A Manager Member of the Board of Directors and Executive Committee Círculo Corrente, Lda. José de Mello Saúde España, S.A. Manager Member of the Board of Directors Section III Supervisory Board Escala Braga – Sociedade Gestora do Estabelecimento, S.A. Member of the Board of Directors II.21. Supervising duties are entrusted to a Supervisory Board made up of three independent members and an External Auditor, Hospital CUF Infante Santo, S.A. as follows: Member of the Board of Directors Chairman: Francisco Xavier Alves Hospital CUF Descobertas, S.A. Members: Tirso Olazábal Cavero Member of the Board of Directors Joaquim Patrício da Silva Hospital das Descobertas, S.A. External Auditor: Alves da Cunha, A. Dias & Associados, SROC nº Member of the Board of Directors 74, represented by José Duarte Assunção Dias ROC no. 513, with Hospital CUF Porto, S.A. office at Rua Américo Durão, 6-8º Esqº, 1900 – 064 LISBOA. Member of the Board of Directors The present Supervisory Board was elected for the 2008-2010 JMS – Prestação de Serviços Administrativos e Operacionais, ACE period and all its members comply with incompatibility rules Member of the Board of Directors provided in paragraph 1 of art.414 and are independent in the light of the criteria laid down in paragraph 5 of article 414, both of the JMS – Prestação de Serviços de Saúde, ACE Companies Code. Member of the Board of Directors II.22. Professional Qualifications and duties carried out by the Loja SaúdeCUF – Produtos e Serviços de Saúde e Bem Estar, S.A. members of the Supervisory Board Member of the Board of Directors 77
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT
Francisco Xavier Alves, is President of the Supervisory Board, He has a degree in Finance from ISCEF, and works as Certified elected for the first time to this office in March 2007. At the Annual Auditor since 1979. He does not hold any Brisa shares. General Meeting held on March 31, 2008 he was elected member of the Supervisory Board and in June of the same year, he was II.23. Duties carried out by members of the Supervisory Board in appointed Chairman of the said Board following the resignation of other companies. the former President, Eng. Pedro Ribeiro da Cunha. He is graduated in Finance from ISCEF, and is certified as Official Auditor. His Francisco Xavier Alves is Certified Auditor of various companies. professional experience includes the coordination of financial He does not hold any position in any company of the Brisa Group. audits, corporate restructuring and consultancy in the management and organizational fields. He does not hold any Brisa shares. Tirso Olazábal Cavero is managing partner of Olazabal&Artola, Consultoria Economico Financeira Lda., member of the Board of Tirso Olazábal Cavero is member of the Supervisory Board, Directors of Group Media Capital. He does not hold any position in elected for the first time in March 2007 and re-appointed in March any company of the Brisa Group. 2008. He has a degree in Business Administration. Joaquim Patrício da Silva works as Certified Auditor for various From 1988 to 2002, he was executive director of Constância companies. He does not hold any position in any company of the Editores S.A.. Brisa Group.
As from 2002 he became partner and director Olazábal & Artola, a II.24. The Supervisory Board assesses the performance of the consultancy company, and executive director and partner of Agoa External Auditor on an annual basis, but it cannot propose its Gestão de Resíduos S.A.. and Ociomedia. dismissal to the General Meeting since this falls to the Board of Directors and not the General Meeting. The Supervisory Board is He is member of the Board of Directors of the Media Capital Group also in charge of controlling the efficiency of the risk management since 2006. He does not hold any Brisa shares. system, the internal control system and the internal audit system, and propose the hiring of the External Auditor and respective Joaquim Patrício da Silva is member of the Supervisory Board, remuneration, ensuring that he is provided with all the means elected for the first time in March 2007 and re-appointed in March required to perform its functions and assess its performance. 2008. In June 2008, following the resignation of the former President, Eng. Pedro Ribeiro da Cunha he became member of the From II.25. to 11.29 Not applicable. Supervisory Board.
ACQUISITION/DISPOSAL OF BRISA SHARES HELD BY THE
MEMBERS OF THE CORPORATE BODIES DURING 2010 ART. 447º CSC
POSITION POSITION NAME 31-12-2009 BUY SELL 31-12-2010 VASCO MARIA GUIMARÃES JOSÉ DE MELLO 581 795 - - 581 795 JOÃO PEDRO ROCHA E MELO 580 161 - - 580 161 JOÃO PEDRO RIBEIRO AZEVEDO COUTINHO 525 248 - - 525 248 JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO 524 223 30 APRIL - 529 223 5 000 €5,36 ANTÓNIO NUNES DE SOUSA 432 000 - - 432 000 ANTÓNIO FERNANDES DE SOUSA 1 520 - - 1520 ANTÓNIO DO PRANTO NOGUEIRA LEITE - - - - SALVADOR ALEMANY MÁS - - - - LUIS CARVALHO TELLES DE ABREU - - - - JOÃO VIEIRA DE ALMEIDA - - - - RUI ALEXANDRE PIRES DINIZ - - - - MARTIN WOLFGANG REY - - - - DANIEL ALEXANDRE MIGUEL AMARAL - - - - FRANCISCO XAVIER ALVES - - - - TIRSO OLAZÁBAL CAVERO - - - - JOAQUIM PATRÍCIO DA SILVA - - - - 78
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Section IV Remuneration - In addition to the above, the payment of the variable amount will also be subject to the evaluation of the performance goals set forth II.30. The annual General Meeting held March 26, 2010 approved each year, based on the following indicators: EBITDA, EBIT, NET the following statement of the Remuneration Committee on the PROFIT, ROE and ROA, taking into account the company’s evolution remuneration policy of the board of directors: and the remuneration level practiced by major domestic companies and international companies operating in the same sector. “The Remuneration Committee, following statement submitted to the - Other exceptional factors may be taken into account in the 2009 General Meeting, in compliance with legal and regulatory evaluation of the performance of the Executive Committee or any provisions relating to remuneration policy set forth in Article 2 of Law of its members. 28/2009 of 18 June, submits to the approval of the 2010 General - The variable remuneration will be paid following the closure of Meeting the following statement on the remuneration policy of the each financial year and the evaluation of respective results. members of the Board of Directors and the Supervisory Board: - Pursuant to a deliberation approved in 2008, the company has a - The members of the board of directors should perform their duties management incentive plan whereby participants (employees diligently and prudently, in the interest of the company's and executive directors) acquired Brisa shares at market price, shareholders, employees and remaining stakeholders. with recourse to a bank loan subject to specific terms. No additional plan was approved since then. - It is in the best interest of the company and its shareholders to create appropriate conditions and incentives to encourage the sound performance of the duties of the members of the Board of - The Remuneration Committee subsequently approved the terms Director, in accordance with the criteria referred to above. of an agreement with the executive directors of the Board of - In this light, remuneration is a crucial management tool for Directors, viewing to pay them, in case of termination of framing and encouraging the performance of senior managers. functions, an amount equivalent to their remuneration of three years, provided they will not exercise functions in a competing - The definition and application of the criteria for fixing the business during that period. remuneration of Directors entrusted to the Remuneration Committee should thus be consistent and homogeneous taking into account, on one hand, the level of remuneration currently practiced In what concerns the supervisory board, pursuant to provisions in in European peer companies, and on the other hand, the degree of art. 422 and paragraph 1 of art. 399 of the Companies Code, the achievement of the strategic goals set forth for the company, the remuneration of members of the Supervisory Board must consist of creation of value for shareholders and the economic situation. a fixed amount, determined taking into account the complexity and responsibility of the functions performed and the economic - In view of the above, remuneration should consist of a fixed situation of the company. amount that views to remunerate the effort developed by executive and non executive members of the Board of Directors II.31 Remuneration of the Board of Directors throughout each year of respective tenure, and a variable amount payable to executive members that views to reward them for the Figures below correspond to total remuneration costs, including Company’s performance and align their interests with the therefore gross remuneration and social expenses legally borne by the company’s long term sustainability interests. This alignment will company. be ensured namely by calculating the variable amount based on the company's financial and operational performance each year, € the intrinsic quality of (recurrent and extraordinary) results The base remuneration of non executive directors is 5000 x 14. posted, taking into consideration the situation of equity markets, Brisa’s positioning in the markets where it operates, its business The base remuneration of non executive directors who are also outlook in the medium and long term, and the indexes referred to members of one committee is € 6000x14orof€ 6500x14if in article 2 paragraph 3 a) and e) of the said Law 28/2009. members of two committees.
INDIVIDUAL REMUNERATION EXECUTIVE MEMBERS
NAME FIXED. VARIABLE. DEFINED TOTAL REM REM BENEFITS VASCO MARIA GUIMARÃES JOSÉ DE MELLO 423 331,42 * 59 850,00 483 181,42 JOÃO PEDRO STILWELL ROCHA E MELO 394 108,55 210 000,00 57 750,00 661 858,55 JOÃO PEDRO RIBEIRO DE AZEVEDO COUTINHO 366 258,16 185 000,00 51 450,02 602 708,18 JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO 380 799,84 157 347,00 51 450,02 589 596,86 ANTÓNIO JOSÉ LOPES NUNES DE SOUSA 361 598,03 185 000,00 51 450,02 598 048,05 TOTAL 1 926 096,00 737 347,00 271 950,06 2 935 393,06
* At the request of the Chairman of the Board of Directors submitted to the Remuneration Committee, he will not be paid any variable remuneration 79
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NON EXECUTIVE MEMBERS
NAME FIXED REMUNERATION ANTÓNIO JOSÉ FERNANDES DE SOUSA 99 727.00 ANTÓNIO NOGUEIRA LEITE 92 607.24 JOÃO VIEIRA DE ALMEIDA 85 483.44 LUÍS MANUEL DE CARVALHO TELLES DE ABREU 92 607.24 MARTIN WOLFGANG JOHANNES REY 71 236.32 PEDRO JORGE BORDALO SILVA 63 530.27 SALVADOR ALEMANY MÁS 71 236.32 RUI ALEXANDRE PIRES DINIZ 73 017.71 TOTAL 649 445.54
Figures above represent the amounts paid during 2010, within the d) Executive directors remuneration figures are described in II.31; light of concept provided in point II.32 of CMVM Regulation no. e) Point II.30 describes the deferral of payment of variable 1/2010. Directors of Brisa Auto-Estradas de Portugal, S.A. do not remuneration; earn any further remuneration besides that described in the f) The importance of the company's sustainability criteria for following paragraph or any other benefit for performing functions determining the variable remuneration of executive directors is in any other companies of the Brisa Group. described in point II.30; g) Information of the plan for the acquisition of shares by executive Fringe benefits in the amount of 271 950,06 Euros referred in table directors is provided in point II.30 and III.10; above concern a supplementary retirement pension granted to members of the Board of Directors, pursuant to a deliberation of h) There is no variable remuneration paid in stock options; the General Meeting held in March 28, 1989. i) There are no non cash benefits; j) There is no remuneration paid under a profit sharing scheme; This supplementary retirement pension is extended to directors of l) In 2010 no compensations were paid or are due to former other Group companies and managing staff. In 2010, under the executive directors due to termination of functions; terms of the referred defined retirement plan, Brisa transferred m) There is no contractual limit specified for the compensation 10% of the annual base remuneration of respective beneficiaries to payable for dismissal of director without due cause. Ultimately, an insurance company. The amount of the bonuses recorded under it will fall to the Courts to determine the amount of personnel costs for the year ended at 31 December 2010 was 472 compensation payable for dismissal without due cause; 550,84 Euros, of which 271 950,06 Euros to members of the Executive Committee. n) Brisa directors do not receive any remuneration for performing functions in any other company of the Group; The company did not enter any agreement with members of the o) Description of the complementary pension system is identified Board of Directors for the purpose of mitigating the risk associated and reference to respective approval by the General Meeting is to their variable remuneration, and it is not aware of any made in point II.31; agreement entered by the said members with third parties for the p) There are no relevant non cash benefits not covered by the same purpose. following paragraphs. II.32 The remuneration of the Board of Directors is structured and q) There are presently no mechanisms preventing executive determined in accordance with tables in point II. 31, and the directors from entering any contract with third parties likely to statement of the Supervisory Board included in point II.30, which call into question the rationale of the variable remuneration. expressly provides the need for the remuneration of the members However, it should be stressed that the remuneration of of the Board of Directors to be structured in such a way as "to directors is determined by the General Meeting, which in Brisa's allow the alignment of their interests with the company’s specific case has delegated this matter to a remuneration sustainability interests over longer term cycles". committee appointed for this purpose. Therefore, executive and non-executive directors cannot enter with the company any II.33. As far as the remuneration of executive directors is contract likely to alter or distort the remuneration determined by concerned: the remuneration committee. a) The remuneration of executive directors, respective composition and attribution criteria is described in points II.30., II.31., II.32.; b) The Remuneration Committee is responsible for assessing and attributing variable remuneration; c) Criteria for the assessment of executive directors' performance are described in II.30; 80
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II.34. The non existence of variable remuneration for non executive The irregularities disclosure regulations was submitted to the National directors is explicit in the statement of the Remuneration Data Protection Commission for approval, which is still pending. Committee in point II.30. SECTION V - SPECIAL COMMITTEES II.35. On February 3, 2009, Brisa Executive Committee, upon the proposal of the Sustainability and Corporate Governance II.36 Under the terms of the legal governance regime adopted by Committee, approved the creation of an internal irregularities Brisa - Board of Directors, Supervisory Board - respective members disclosure system. are jointly and severally liable; as such, they are not assessed This deliberation aimed at creating a system controlled by the individually. Nonetheless, the Board of Directors set up the Sustainability and Corporate Governance Committee, enabling all Sustainability and Corporate Governance Monitoring Committee employees to freely and conscientiously expose any violation of made up of three non executive directors who, amongst other ethical and legal nature occurring within the company, thereby duties, annually assess the operation of the Board of Directors. It expressing Brisa's strong commitment to conduct its business in falls exclusively to shareholders assembled in general meeting to compliance with the law and the principles laid down in its Code choose and elect the members of the company's corporate bodies. of Ethics, contributing moreover to the early detection of any The company cannot therefore, identify potential candidates for its irregular situation. corporate bodies.
Under the terms of the regulations approved (available at II.37. During 2010, the Sustainability and Corporate Governance www.brisa.pt) a list of dedicated addresses was created on the Monitoring Committee met 4 times. Minutes of every meeting were intranet and the company's site, allowing to disclose with absolute drawn up. confidentiality, any irregularity, via e-mail, fax or mail. II.38. Eng. Rui Roque de Pinho, member of the Remuneration The processing of this information and conducting of respective Committee has knowledge and experience in remuneration policy proceedings is the responsibility of an Ombudsman, presently Dr. issues. Daniel Amaral, who is equipped with all necessary resources to fulfil his duties, namely access to all services, information and II.39. All members of the Remuneration Committee are documentation he may deem suitable. independent, both from the Board of Directors or any company consultant, and no natural or legal person was employed to assist No employee can be persecuted, intimidated, discriminated or hurt the Remuneration Committee in the performance of its duties that for having disclosed any irregularity, except for cases of lack of provides or has provided, over the past three years, services to any grounds or deceit in the information provided which will be dealt structure subject to the Board of Directors, to the Board of Directors pursuant to the law. of the company or has any relation with the company consultant.
Without prejudice to any situation he may deem serious or urgent, the Ombudsman will provide to the Sustainability and Corporate CHAPTER III - Governance Committee, on a quarterly basis, a report on the activity developed, including recommendations suggested for each INFORMATION AND case completed during that quarter. AUDITING Proceedings and recommendations relating to situations which the Ombudsman may deem serious or urgent will be promptly disclosed to the Sustainability and Corporate Governance III.1. Brisa share capital is represented by 600 million listed shares Committee. at the nominal price of 1 Euro per share, equal in terms of rights and classes. Each share corresponds to one vote and there are no Following the evaluation of each irregularity proceeding and the voting restrictions. Ombudsman recommendations, the Sustainability and Corporate Governance Committee, will propose to the Board of Directors any III.2. Qualifying holdings in the issuer's equity, calculated as per change in methods or procedures it deems more suitable, notify the article 20 of the Securities Code. relevant authorities or take any other measures deemed adequate in each case. On February 8, 2011, Caixa de Aforros de Galicia, Vigo, Ourense e Pontevedra informed the Company in writing that it had sold its Following the appointment of the Ombudsman, Brisa carried out a stake to a number of institutional investors on that date. wide training programme covering 2 434 Group employees, viewing to explain and clarify any doubts concerning the Ethics On December 31, 2010, Brisa held 23 483 164 own shares and on the Code and its application and the operation of the irregularities above mentioned date Brisa held 25 406 063 own shares. disclosure system. 81
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QUALIFYING SHARES - ART.º 20 CVM
Nº OF SHARES % CAPITAL % VOTE JOSÉ DE MELLO SGPS, S.A. JOSÉ DE MELLO INVESTIMENTOS SGPS, S.A. 116 716 530 19.45% 20.31% ORLA SGPS, S.A. (*) 65 337 862 10.89% 11.37 JOSÉ DE MELLO SAÚDE SGPS, SA 52 249 0.01% 0.01% BOARD MEMBERS (**) 1 177 093 0.20% 0.20% SUPERVISING MEMBERS 1 040 0.00% 0.00% TOTAL 183 284 774 30.55% 31.90%
ABERTIS INFRAESTRUTURAS S.A. ABERTIS PORTUGAL, SGPS, S.A. 87 643 700 14.61% 15.25% TOTAL 87 643 700 14.61% 15.25%
ARCUS EUROPEAN INFRASTRUCTURES FUND GP LLP HIDROELÉCTRICA DE DORNELAS, UNIPESSOAL, LDA. 86 557 795 14.43% 15.06% NORTETURBO - UNIPESSOAL, LDA. 16 000 000 2.67% 2.78% PEG - UNIPESSOAL, LDA. 12 000 000 2.00% 2.09% TOTAL 114 557 795 19.09% 19.94%
KENDALL DEVELOPS S.A. 19 867 980 3.31% 3.46%
THE STATE OF NEW JERSEY COMMON PENSION FUND FOR THE BENEFIT OF NJ STATE EMPLOYEES 12 000 000 2.00% 2.08%
(*) As communicated on June 24, 2010, the French company Sociétè Generale, SA, pursuant to an agreement entered with Orla, SGPS, SA, can purchase 15 673 513 of the shares held by the latter, and holds respective voting rights under the terms of sub-paragraph e) of paragraph 1 of article 20 of the Securities Code.Pursuant to the said agreement, all rigths attached to the those shares remain within Orla's legal sphere and will only be transferred with the Effective transfer of the shares, which may or may not occur up to June 25, 2013. (**) Includes 581 795 shares held by Vasco de Mello and 580 161 shares held by Pedro Rocha e Melo
III.3. There are no shareholders with special rights. governments and central banks to intervene in financial markets, resulting in an increase in budget deficits, especially in southern III.4. There are no restrictions on share-transfer or ownership of European countries. This led to a deterioration of sovereign ratings, Brisa shares. which naturally affected companies whose performance is linked to economic growth, as is the case of Brisa. In 2010 Brisa share lost III.5. The company is not aware of any shareholder agreement that 27.3% as against the previous year. Closing price at year end stood may restrict the transfer of Brisa securities or voting rights. at 5.20€.
III.6. Amendment of the Articles of Association falls exclusively to Despite this devaluation, traded volume increased by 23% over the General Meeting, under the terms of its article 12. 2009.
III.7. There is no mechanism for a possible control of the exercising The average daily value of Brisa stock for the year was 5.5 million of voting rights by Brisa employees. euros, i.e. 20% more than in 2009.
III.8. Brisa stock exchange performance Average daily volume also rose as against the previous year, to 1 007 thousand shares traded per day as compared to 816.3 in 2009. The year 2010 was marked by a sharp volatility in stock markets. The financial crisis which contaminated main world economies led The weight of Brisa share on the PSI-20 was of 5.36% in 2010; the 82
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BRISA SHARE PRICE DURING 2010
€ 8.0 € 7.5 € 7.0 € 6.5 € 6.0 € 5.5 € 4.5 € 4,0 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
BRISA SHARE PERFORMANCE VS PSI20 DURING 2010
10% 0% -10% -20% -30% -40% JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Brisa PSI20 stock is also part of the Euronext 100 index. In performance terms, The Board of Director's dividend distribution proposal is described the Portuguese index also performed negatively (-10.3%) as at the end of the chapter on the Proposal for the Application of Net compared to 2009. Income.
The above table shows Brisa share price on results release dates in Dividend is paid annually within 30 days of its approval at the 2010. General Meeting.
III.9. III.9 Dividend distribution policy and dividend value per share In the last three years, distributed dividend per share was as distributed during the last 3 periods follows:
The dividend policy is established by the General Meeting that can 2009 - -31 cents per share alter it at any moment. Nevertheless, Brisa's Board of Directors has 2008 - 31 cents per share sought to follow a dividend distribution policy that would 2007 - 31 cents per share increasingly and attractively remunerate shareholders. In this light, the dividend per share paid has increased and should continue to III.10. Brisa considers that management incentive plans are an do so in line with company's results. This policy has been validated important tool for assessing and stimulating the activity of senior by the General Meeting and is specifically disclosed in the staff in the medium and long term towards the creation of company's annual report. shareholder value. Hence, at the Annual General Meeting of Brisa held on March 10, 2006, the Board of Directors was authorized to 83
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SHARE PRICE ON THE MAIN EVENTS
FIGURES (EUROS) OPENING HIGHEST LOWEST CLOSING RESULTS 2009 – 24 FEB 6.12 6.13 5.90 6.0 DIVIDEND PAYMENT – APRIL 26 5.87 5.87 5.57 5.59 1ST QUARTER RESULTS – APRIL 28 4.92 5.6 4.66 5.24 1ST HALF YEAR RESULTS – JULY -28 5.08 5.14 5.08 5.11 3RD QUARTER RESULTS – OCTOBER 02 5.55 5.65 5.50 5.52
create a new management incentive plan (Plan) establishing employees and directors pursuant to the incentive plan was 3 555 mechanisms to enable the Plan’s Beneficiaries (Beneficiaries), in 000. During 2010, fourteen thousand shares were sold concerning line with respective performance assessment for the year, to the liquidation plan shares of employees who have left Brisa, and acquire Brisa treasury stock at market price on the day of the 780 000 shares were sold corresponding to the second 30% purchase. tranche of the Incentive Plan.
Under the terms of this authorization, Brisa's Board of Directors III.11. During 2010, no economically relevant business or laid down the terms of the said incentive plan, having approved a operations were carried out between the company on one side and Share Acquisition Regulation (Regulation), according to which members of governing bodies, on the other side. Beneficiaries may buy Brisa shares at market price, resorting to bank loans specifically established for the purpose. III.12. During 2010, no economically relevant business or operations were carried out between the company on one side and The number of Beneficiaries, including employees and executive qualifying holders or intra group companies on the other side. directors covered by the Plan was 125. The total number of shares allotted to employees and directors pursuant to the incentive plan III.13. Within the scope of its powers, the Supervisory Board issues was 5 211 250. its opinion on the deals to be carried out between the company and the owners of qualifying holdings or entity-relationships with Under the terms of the Plan, such shares cannot be traded while the former, as envisaged in article 20 of the Securities Code. the right to sell them and benefit from potential gains is not confirmed, based on a performance assessment to occur on the III.14. During 2010 no business deals were made between the following dates: company and its directors, owners of qualifying holdings or entity- relationships with the former, as envisaged in article 20 of the • Directors Securities Code. - 100% in September 2011 III.15. Reports issued by the Supervisory Board are available at the • Remaining employees company's website. - 20% in April 2009 - 30% in April 2010 III.16. The Investors, Communications and Sustainability - 50% in April 2011 Department (DIS) is responsible for the liaison with the financial market, analysts, investors and the public in general, respecting the According to the Plan, participants have the Company’s guarantee equality of shareholders and preventing differences in access to that it will repurchase the shares either if the right to sell them is information. It is also responsible for the liaison with managerial not confirmed or in case of early liquidation resulting from the and supervising entities of listed companies, namely Euronext, the company's withdrawal from the agreement; participants also Securities Market Commission and Interbolsa. Information is benefit from a protection mechanism, translated in the exercising provided on a regular basis, by means of presentations, relevant of a put option for an equivalent amount to the purchase price of information communications and annual, half-year and quarterly the shares added of loan expenses, in the event of share reports. During 2010, we meet 229 investors in London, New York, devaluation. The sale of a 30% tranche in April 2010 was made Paris, Madrid and Lisbon, meaning 142 one-1one meetings, 17 group pursuant to the said protection mechanism, employees having meetings and 82 conference calls. We published 69 announcements obtained no gain therefrom. to the market.
At 31 December 2010 the total number of shares held by 84
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REMUNERATION PAID TO THE EXTERNAL AUDITOR
NATURE AMOUNT % AUDIT SERVICES 273 095 24% OTHER RELIABILITY ENHANCING SERVICES 171 700 15% TAX CONSULTANCY SERVICES 642 940 56% SERVICES OTHER THAN AUDIT SERVICES 69 000 6% 1 156 735 100%
Comprehensive information on the company is available on its web other entities belonging to the same network, respective site, namely information required under Article 171 of the remuneration paid, possible threats to their independence and Companies Code concerning corporate name, head-office, public measures to safeguard such independence. Any identified threat to company information and also the company's articles of the auditor's independence as well as respective safeguarding association, composition of corporate bodies, including the measures are assessed and discussed with the auditor. In addition professional qualification and positions of respective members, to the above, the considerable weight of tax consultancy services financial statements, calendar of financial and corporate events, during 2010 was due to the reorganization process, concluded that and relevant documentation of general meetings of the last five year. years. Information is available in Portuguese and English. Information may be requested via email to [email protected] or through III.18. The Supervisory Board assesses the work developed by the telephone number 21 444 95 70 or fax number 21 444 86 72. The External Auditor on an annual basis, seeing to the compliance with market liaison officer is Dr. Luís d’Eça Pinheiro, who is also Head of provisions in article 54 of Decree-law no. 487/99, of 16 November the Investors, Communications and Sustainability Department (amended by Decree-Law no. 224/2008, of 20 November).As to the (DIS). External Auditor's rotation, this is ensured by the rotation of the partner in charge of the audit work. Research Brisa is in regular contact with financial analysts that follow the Portugal’s sovereign risk strongly linked to Brisa’s stock company's financial strategy and valuation. This coverage has performance grown, revealing the different views held by various research The diametrically opposite relation between Portugal’s sovereign houses on the company and the sector where it operates. The table risk and the performance of Brisa share price remained shows on the next page the latest price targets of a number of manifestedely clear troughout 2010. As a matter of fact, over the research houses: previous year, as Portugal’s sovereign risk rose, Brisa’s share price dropped. This cause-effect relationship was only interrupted in the III.17. Total remuneration paid to the the External Auditor during last two months of 2010, when the conclusion of Brisa’s corporate 2010 is presented on the above table. reorganization strengthened the financial solidity of the Group. As the graph on the next page clearly illustrates, the performance of Pursuant to article 62-B of Decree-Law no. 487/99, of 16 November the Credit Default Swaps (CDS) variable multiplied by 1000 goes (amended by Decree-Law no. 224/2008, of 20 November), the contrary to Brisa’s stock performance. Supervisory Board receives, every year, the auditor's independence statement, which describes the services provided by the latter and 85
ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT
ANALYSTS AND RECOMMENDATIONS
COMPANY DATE PRICE TARGET RECOMMENDATION ANALYST BPI 26-JAN-11 €5.75 ACCUMULATE BRUNO SILVA / PEDRO OLIVEIRA NOMURA 25-JAN-11 €6.80 BUY JOEL COPP-BARTON BANCO ESPÍRITO SANTO 11-JAN-11 €6.80 BUY NUNO ESTÁCIO SABADEL 28-DEC-10 €7.00 BUY JESUS DOMINGUEZ SANTANDER 20-DEC-10 €7.00 BUY JOAQUIN FERRER CAIXA BI 16-DEC-10 €6.70 BUY HELENA BARBOSA BBVA 25-NOV-10 €4.90 UNDERPERFORM ANTONIO RODRIGUEZ EXANE BNP PARIBAS 24-NOV-10 €5.40 UNDERPERFORM STANISLAS COQUEBERT DE NEUVILLE / NICOLAS MORA CREDIT SUISSE 23-NOV-10 €6.40 UNDERPERFORM UR-CHENG LEONG / ROBERT CRIMES BANIF 23-NOV-10 €5.40 NEUTRAL FRANCISCO SEQUEIRA MACQUARIE 15-NOV-10 €6.70 OUTPERFORM MARCUS HESSE MILLENNIUM BCP 15-NOV-10 €5.55 BUY ANTÓNIO SELADAS FIDENTIIS 03-NOV-10 €6.75 BUY DANIEL RODRIGUEZ NATIXIS 03-NOV-10 €5.00 REDUCE GRÉGOIRE THIBAULT JP MORGAN 03-NOV-10 €6.00 UNDERPERFORM ELODIE RALL MORGAN STANLEY 26-OCT-10 €6.20 RELATIVE UNDERWEIGHT JAIME ROWBOTHAM CITIGROUP 17-SEP-10 €7.00 BUY MIKE PINKNEY / SERGIO FERNANDEZ DEUTSCHE BANK 21-JUL-10 €6.16 HOLD JOSE-FRANCISCO RUIZ BANK OF AMERICA-MERRILL LYNCH 01-JUL-10 €5.60 UNDERPERFORM MARCIN WOJTAL UBS 25-JUN-10 €7.80 BUY BOSCO OJEDA IBERIAN EQUITIES 04-MAR-10 €7.90 BUY DAVID STIX
BRISA VS 1000/CDS (INVERSO RISCO PORTUGAL)
€ 8,0 € 7,5 € 7,0 € 6,5 € 6,0 € 5,5 € 4,5 € 4,0 JAN FEV MAR ABR MAI JUN JUL AGO SET OUT NOV DEZ
Inverso CDS Portugal (1000/CDS) Acção Brisa 86
ANNUAL REPORT 2010 • 010 FINAL NOTE 010 FINAL APROPRIATION NOTE OF PROFITS
Under the terms of paragraph 1 sub-paragraph c) of article 245 of The net profit heading for 2010 added of the adequate the Securities Code amortization and provisions shows a positive result of Euro 501 427 580,89. In compliance with legal and statutory regulations and provisions, the Board of Directors hereby submits to shareholders its Pursuant to legal and statutory provisions, namely provisions in Management Report and the Balance Sheet and Income Statement article 27 of the Company’s articles of association, the Board of for 2010, in the firm belief that, to the best of its knowledge, all Directors proposes to appropriate the said profit as follows: information contained therein fully conforms to the applicable accounting standards and regulations, and that it presents a true • 25 071 379,04 Euros, equivalent to 5% of net profit for Legal and fair view of the assets and liabilities of the Company, its reserve; financial position and results, and the results of the companies • 189 327 317,99 for retained profits; included in the consolidation, while faithfully describing the • dividends to shareholders: Euro 0, 31 per share; evolution of the business, performance and position of the Company and companies included in the consolidation, referring • Free reserves: remaining net profit. the main risks and uncertainties they face.
São Domingos de Rana, 18 March 2011. São Domingos de Rana, 18 March 2011.
Board of Directors Board of Directors
Chairman Vasco Maria Guimarães José de Mello* Vice-Chairman João Pedro Stilwell Rocha e Melo* Member João Pedro Ribeiro de Azevedo Coutinho* Member João Afonso Ramalho Sopas Pereira Bento* Member António José Nunes de Sousa* Member António José Fernandes de Sousa Member António Nogueira Leite Member Salvador Alemany Más Member Martin Wolfgang Johannes Rey Member Luís Manuel de Carvalho Telles de Abreu Member Rui Alexandre Pires Diniz Member João Vieira de Almeida Member Daniel Alexandre Miguel Amaral**
* Executive Committee The current corporate mandate is for the 2008-2010 period. ** Co-opted in January 18, 2011, following resignation of Pedro Bordalo Silva 87
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES 011 INDIVIDUAL STATEMENTS AND ATTACED NOTES 88
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2010 AND 2009
(Amounts expressed in thousands of Euros) (Translation of statements of financial position originally issued in Portuguese - Note 31) 31.12.2009 01.01.2009 NOTES 31.12.2010 RESTATED RESTATED NON-CURRENT ASSETS: TANGIBLE FIXED ASSETS 10 12 599 53 454 70 499 INTANGIBLE ASSETS 11 708 3 140 441 3 177 537 INVESTMENTS IN ASSOCIATES 12 731 316 233 977 285 951 OTHER INVESTMENTS 12 2 821 1 331 415 DEFERRED TAX ASSETS 13 9 093 129 119 168 883 TOTAL NON-CURRENT ASSETS 756 537 3 558 322 3 703 285
CURRENT ASSETS: INVENTORIES 27 25 1 163 TRADE AND OTHER RECEIVABLES 14 119 833 37 759 33 114 GROUP COMPANIES 12 76 813 71 763 60 794 OTHER CURRENT ASSETS 15 17 759 17 693 22 282 CASH AND CASH EQUIVALENTS 16 457 734 34 157 48 942 672 166 161 397 166 295 NON-CURRENT ASSETS HELD FOR SALE 12 - 5 - TOTAL NON-CURRENT ASSETS 672 166 161 402 166 295
TOTAL ASSETS 1 428 703 3 719 724 3 869 580
SHAREHOLDERS' EQUITY: SHARE CAPITAL 17 600 000 600 000 600 000 TREASURY SHARES - NOMINAL VALUE 18 (23 483) (23 483) (23 483) TREASURY SHARES - DISCOUNTS AND PREMIUMS 18 (152 629) (152 629) (152 629) LEGAL AND OTHER RESERVES 19 424 628 409 178 437 515 RETAINED EARNINGS (189 327) (36 334) 109 986 NET PROFIT FOR THE YEAR 501 427 33 651 - TOTAL SHAREHOLDERS' EQUITY 1 160 616 830 383 971 389
NON-CURRENT LIABILITIES: LOANS - 2 053 434 2 118 485 PENSION LIABILITIES 24 2 807 3 383 6 497 PROVISIONS 21 147 830 140 250 110 519 OTHER NON-CURRENT LIABILITIES - 101 588 108 924 DEFERRED TAX LIABILITIES 13 45 51 41 TOTAL NON-CURRENT LIABILITIES 150 682 2 298 706 2 344 466
CURRENT LIABILITIES: TRADE PAYABLES 6 175 25 524 17 412 LOANS 16 303 495 707 430 170 SHAREHOLDERS 736 714 693 SUPPLIERS OF TANGIBLE FIXED ASSETS 595 23 804 26 346 OTHER CURRENT LIABILITIES 22 109 596 44 886 79 104 TOTAL CURRENT LIABILITIES 117 405 590 635 553 725
TOTAL EQUITY AND LIABILITIES 1 428 703 3 719 724 3 869 580
The accompanying notes form an integral part of the statement of financial position as of 31 December 2010.
The Accountant nº 62018 The Board of Directors 89
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009
(Amounts expressed in thousands of Euros) (Translation of statements of financial position originally issued in Portuguese - Note 31) NOTES 2010 2009 CONTINUED OPERATIONS OPERATING INCOME: OTHER OPERATING INCOME 4 80 429 10 786
OPERATING EXPENSES: SUPPLIES AND SERVICES (31 932) (16 815) PERSONNEL COSTS (19 359) (20 284) AMORTISATION, DEPRECIATION AND ADJUSTMENTS 10 AND 11 (3 763) (2 158) PROVISIONS AND IMPAIRMENT LOSSES (502) (563) TAXES (82) (238) OTHER OPERATING EXPENSES (898) (457) TOTAL OPERATING EXPENSES (56 536) (40 515)
OPERATING PROFIT 23 893 (29 729)
FINANCIAL EXPENSES 6 (114 819) (24 483) FINANCIAL INCOME 6 3 805 2 895 INVESTMENT INCOME 6 486 038 (78 745) PROFIT BEFORE TAX 398 917 (130 062)
INCOME TAX 7 (5 563) 13 827 NET PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 393 354 (116 235)
DISCONTINUED OPERATIONS NET PROFIT FOR THE YEAR FROM DESCONTINUED OPERATIONS 3 108 073 149 886 NET PROFIT FOR THE YEAR 501 427 33 651
OTHER INCOME AND EXPENSE RECOGNISED IN SHAREHOLDERS' EQUITY INCREASE/(DECREASE) IN THE FAIR VALUE OF HEDGING INSTRUMENTS, NET OF TAX 13 3 350 (3 350) RETIREMENT BENEFITS - ACTUARIAL GAINS AND LOSSES 13 AND 24 (328) 2 591 INCENTIVE PLAN 25 4 505 4 822 INCOME RECOGNISED DIRECTLY IN SHAREHOLDERS' EQUITY 7 527 4 063
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 508 954 37 714
EARNINGS PER SHARE (AMOUNTS EXPRESSED IN THOUSANDS OF EUROS): FROM CONTINUING AND DESCONTINUED OPERATIONS BASIC 8 0,87 0,06 DILUTED 8 0,87 0,06
FROM CONTINUING OPERATIONS BASIC 8 0,68 (0,20) DILUTED 8 0,68 (0,20)
The accompanying notes form an integral part of the statement of comprehensive income as of 31 December 2010.
The Accountant nº 62018 The Board of Directors 90
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009
(Amounts expressed in thousands of Euros) (Translation of statements of financial position originally issued in Portuguese - Note 31)
ADJUSTMENTS OF INVESTMENTS IN SUBSIDIARY AND LEGAL SHARE TREASURY ASSOCIATED AND OTHER RETAINED NET NOTES CAPITAL SHARES COMPANIES RESERVES EARNINGS PROFIT TOTAL
BALANCE AT 1 JANUARY 2009 600 000 (176 112) (117 804) 433 329 414 255 146 320 1 299 988 RESTATEMENT EFFECTS 29 - - 117 804 4 186 (450 589) - (328 599) BALANCE AT 1 JANUARY 2009 (RESTATED) 600 000 (176 112) - 437 515 (36 334) 146 320 971 389
NET PROFIT FOR THE YEAR OF 2009 - - - - - 33 651 33 651 OTHER INCOME AND EXPENSE RECOGNISED IN SHAREHOLDERS' EQUITY INCREASE/(DECREASE) IN THE FAIR VALUE OF HEDGING INSTRUMENTS, NET OF TAX 13 - - - (3 350) - - (3 350) RETIREMENT BENEFITS - ACTUARIAL GAINS AND LOSSES 13 AND 24 - - - 2 591 - - 2 591 INCENTIVE PLAN 25 - - - 4 822 - - 4 822 TOTAL COMPREHENSIVE INCOME FOR THE YEAR - - - 4 063 - 33 651 37 714 APPROPRIATION OF NET PROFIT FOR 2008: TRANSFERRED TO LEGAL RESERVE - - - 7 316 - (7 316) - TRANSFERRED TO OTHER RESERVES - - - (39 716) - - (39 716) DIVIDENDS 9 - - - - - (139 004) (139 004) BALANCE AT 31 DECEMBER 2009 600 000 (176 112) - 409 178 (36 334) 33 651 830 383
BALANCE AT 1 JANUARY 2010 600 000 (176 112) - 409 178 (36 334) 33 651 830 383
NET PROFIT FOR THE YEAR OF 2010 - - - - - 501 427 501 427 OTHER INCOME AND EXPENSE RECOGNISED IN SHAREHOLDERS' EQUITY INCREASE/(DECREASE) IN THE FAIR VALUE OF HEDGING INSTRUMENTS, NET OF TAX 13 - - - 3 350 - - 3 350 RETIREMENT BENEFITS - ACTUARIAL GAINS AND LOSSES 13 AND 24 - - - (328) - - (328) INCENTIVE PLAN 25 - - - 4 505 - - 4 505 TOTAL COMPREHENSIVE INCOME FOR THE YEAR - - - 7 527 - 501 427 508 954 APPROPRIATION OF NET PROFIT FOR 2009: TRANSFERRED TO LEGAL RESERVE - - - 7 923 - (7 923) - DIVIDENDS 9 - - - - (28 175) (150 546) (178 721) TRANSFERRED TO RETAINED EARNINGS - - - (124 818) 124 818 - BALANCE AT 31 DECEMBER 2010 600 000 (176 112) - 424 628 (189 327) 501 427 1 160 616
The accompanying notes form an integral part of the statement of changes in shareholder's equity as of 31 December 2010.
The Accountant nº 62018 The Board of Directors 91
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009
(Amounts expressed in thousands of Euros) (Translation of statements of financial position originally issued in Portuguese - Note 31) NOTES 2010 2009 OPERATING ACTIVITIES: CASH RECEIPTS FROM CLIENTS 505 435 521 688 CASH PAID TO SUPPLIERS (139 325) (79 209) CASH PAID TO PERSONNEL (23 003) (57 985) FLOWS GENERATED BY OPERATIONS 343 107 384 494
INCOME TAX RECEIVED/(PAID) 4 005 28 570 OTHER RECEIPTS/(PAYMENTS) RELATING TO OPERATING ACTIVITIES (49 651) 17 860 NET CASH FROM OPERATING ACTIVITIES (1) 297 461 430 924
INVESTING ACTIVITIES: CASH RECEIPTS RELATING TO: INVESTMENTS 218 8 870 TANGIBLE AND INTANGIBLE FIXED ASSETS 643 103 DIVIDENDS RECEIVED 6 591 041 1 237 591 902 10 210
CASH PAYMENTS RELATING TO: INVESTMENTS (149 445) (35 593) TANGIBLE AND INTANGIBLE FIXED ASSETS (93 400) (97 310) (242 845) (132 903) NET CASH USED IN INVESTING ACTIVITIES (2) 349 057 (122 693)
FINANCING ACTIVITIES: CASH RECEIPTS RELATING TO: LOANS OBTAINED 2 903 000 1 925 100
CASH PAYMENTS RELATING TO: LOANS OBTAINED (2 845 940) (1 924 136) INTEREST AND SIMILAR COSTS (85 131) (96 092) DIVIDENDS PAID 9 (178 699) (178 699) FINANCIAL INSTRUMENTS (14 616) (24 166) (3 124 386) (2 223 093) NET CASH FROM FINANCING ACTIVITIES (3) (221 386) (297 993)
EFFECT OF CURRENCY EXCHANGE RATE CHANGES (4) - 36 VARIATION IN CASH AND CASH EQUIVALENTS (5) = (1) + (2) + (3) + (4) 425 132 10 274 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 16 32 299 22 025 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 16 457 431 32 299
The accompanying notes form an integral part of the cash flow statement for the year ended 31 December 2010.
The Accountant nº 62018 The Board of Directors 92
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
2.2. INVESTMENTS 1. INTRODUCTORY NOTE The investments in subsidiaries (entities controlled by the Company), in associates (entities in which the Company has a significant influence) and in other investments are stated at cost Brisa – Auto-Estradas de Portugal, S.A. (“the Company” or “Brisa”) less any subsequent accumulated impairment losses. was founded on 28 September 1972 and its main activities are the construction, maintenance and operation of motorways and 2.3. NON-CURRENT ASSETS HELD FOR SALE respective service areas on a concession basis, as well as the study and implementation of social facilities. As of 22 December 2010, as Non-current assets (or discontinued operations) are classified as part of the corporate reorganization of the Brisa Group, the Company held for sale if the amount is realisable through sale, as opposed to transferred, to Brisa – Concessão Rodoviária, S.A. (“BCR”), its through continued use. This is considered to be the case where: (i) position in the concession contract approved by the Government sale is probable and the asset is available for immediate sale in its Resolution nº 198-B/2008 of 31 December (“Resolução do Conselho current condition; (ii) management is committed to a sales plan; de Ministros nº 198-B/2008, de 31 de Dezembro”) (the “Brisa and (iii) the sale is expected to take place within a period of twelve Concession”). As part of this reorganization, Brisa also transferred to months. BCR all the assets and liabilities associated to the Brisa Concession, which were used to perform a capital increase in kind in BCR (Note Non-current assets (or discontinued operations) classified as held 3). As a consequence of the corporate reorganization, the Company for sale are stated at the lower of book value or fair value less costs main activities have become the holding of financial investments, the to sell. development and management of new businesses and the supply of logistic support services and of administrative and financial 2.4. INTANGIBLE ASSETS management services. Intangible assets, which comprise essentially contractual rights and costs incurred on specific projects with future economic value, are stated at cost less accumulated amortisation and impairment 2. PRINCIPAL losses. Intangible assets are only recognised if it is probable that ACCOUNTING POLICIES they will produce future economic benefits for the Company, they are controllable by the Company and their value can be determined reliably. 2.1. BASES OF PRESENTATION Internally generated intangible assets, namely current research and The accompanying financial statements were prepared on a going development costs, are expensed as incurred. concern basis from the books and accounting records maintained in accordance with International Financial Reporting Standards, Internal costs relating to the maintenance and development of effective for the years beginning 1 January 2010, as adopted in software are expensed when incurred, except where such costs European Union. Such standards include the International Financial relate directly to projects which will probably generate future Reporting Standards (“IFRS”) issued by the International economic benefits for the Company. In such cases these costs are Accounting Standards Board (“IASB”), the International capitalised as intangible assets. Accounting Standards (“IAS”) issued by the Accounting Standards Committee (“IASC”) and the respective interpretations – SIC and Amortisation of such assets is provided on a straight-line basis as IFRIC issued by the International Financial Reporting Interpretation from the date the assets start being used, in accordance with the Committee (“IFRIC”) and Standing Interpretation Committee period the Company expects to use them. (“SIC”). These standards and interpretations are referred to hereinafter collectively as “IFRS”. Intangible assets which are expected to generate future economic benefits for an unlimited period are known as intangible assets of Until 31 December 2009, the Company has prepared, approved undefined useful life. Such assets are not amortised but are subject and published, in order to comply with current commercial to annual impairment tests. legislation, financial statements in accordance with generally accepted accounting principles in Portugal up to that date, which 2.5. TANGIBLE FIXED ASSETS were included in “Plano Oficial de Contabilidade”, Accounting Directives and complementary legislation, that were superseded by Tangible fixed assets used in production, rendering services or for Decree-Law 158/2009 of 13 July, which instituted the new administrative use are stated at cost, including expenses incurred “Sistema de Normalização Contabilística”. with their purchase, less accumulated depreciation and, where applicable, impairment losses. The statement of financial position as of 31 December 2009 and the statement of comprehensive income, the statement of cash Depreciation of tangible fixed assets is provided on a straight-line flows and statement of changes in position in shareholder’s equity basis over their estimated useful lives, as from when the assets as of that date, presented for comparison, were adjusted in become available for their intended use, in accordance with the accordance to IFRS. The adjustments were made with effects as of following estimated periods of useful life: 1 January 2009 and in accordance with the provisions of IFRS 1 – First-time Adoption of International Financial Reporting Standards. The required disclosures that explain the transition from previous GAAP in force as of 31 December 2009 are disclosed in Note 29. The impacts of the adoption of the IFRS, as of 1 January 2009, were recorded in retained earnings, as established by IFRS 1. 93
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
The recoverable amount is the higher of the net selling price (selling price less costs to sell) and the value in use of the asset. Net selling price is the amount that would be obtained from selling the asset in a transaction between knowledgeable independent entities less the costs directly attributable to the sale. Value in use is the present value of the estimated future cash flows resulting YEARS OF from the continued use of the asset and sale thereof at the end of USEFUL LIFE its useful life. The recoverable amount is estimated for each asset individually or, where this is not possible, for the cash generating BUILDINGS AND OTHER CONSTRUCTIONS 10 TO 50 unit to which the asset belongs. MACHINERY AND EQUIPMENT 3 TO 20 TRANSPORT EQUIPMENT 3 TO 6 Impairment losses recognised in prior years are reversed when ADMINISTRATIVE EQUIPMENT 3 TO 10 there are indications that such losses no longer exist or have decreased. Impairment losses are reversed by credit to the income TOOLS AND UTENSILS 4 statement caption “Reversal of amortisation and adjustments”. However, impairment losses are reversed only up to the amount that would have been recognised (net of amortisation and 2.6. LEASING depreciation) if the impairment loss had not been recorded in prior years. Lease contracts are classified as: (i) finance leases, if substantially all the benefits and risks of ownership are transferred under them; 2.8. FOREIGN CURRENCY ASSETS, and (ii) operating leases, if substantially all the benefits and risks LIABILITIES AND TRANSACTIONS of ownership are not transferred under them. Transactions in currencies other than Euros are recorded at the Leases are classified as finance or operating leases based on the rates of exchange in force on the dates of the transactions. Foreign substance and not form of the contract. currency monetary assets and liabilities at the statement of financial position dates are translated to Euros at the rates of Fixed assets acquired under finance lease contracts, as well as the exchange in force as of those dates. corresponding liabilities are recorded in accordance with the financial method, the fixed assets, corresponding accumulated Exchange gains and losses arising from differences between the depreciation and liabilities being recognised in accordance with exchange rates in force on the dates of the transactions and those the contracted financial plan. In addition, the interest included in in force on the dates of collection, payment or the statement of the lease instalments and depreciation of the tangible fixed assets financial position date are recognised as income or costs in the is recognised as costs in the income statement for the period to statement of comprehensive income. which they relate. 2.9. FINANCING COSTS In the case of operating leases, the lease instalments are recognised as costs on a straight-line basis in the income Loan costs are recognised in the statement of comprehensive statement over the period of the lease contract. income for the period to which they relate.
2.7. IMPAIRMENT OF NON-CURRENT ASSETS Costs incurred on loans obtained directly to finance the acquisition, construction or production of intangible and tangible fixed assets Impairment assessments are made as of the balance sheet date are capitalised as part of the cost of the assets, when those assets and whenever an event or change in circumstances is identified that take a substantial period of time to get ready for its intended that indicates that the book value of an asset may not be use. Such costs are capitalised as from the beginning of the recovered. Where such indications exist, the Company determines preparation for construction or development of the assets and ends the recoverable value of the asset, so as to determine the possible upon termination of the production or construction of the asset or extent of the impairment loss. when the project in question is suspended. Any financial income generated by loans obtained in advance to finance specific capital In situations in which the individual asset does not generate cash expenditure is deducted from the capital expenditure subject to flows independently of other assets, the estimated recoverable capitalisation. value is determined for the cash generating unit to which the asset belongs. 2.10. SUBSIDIES
Whenever the book value of an asset exceeds its recoverable State subsidies are recognised based on their fair value when there amount, an impairment loss is recognised by charge to the income is reasonable certainty that they will be received and that the statement caption “Amortisation and adjustments”. Company will comply with the conditions required for them to be granted.
Operating subsidies, namely those for employee training, are recognised in the income statement in accordance with the costs incurred. 94
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Investment subsidies relating to the acquisition of intangible and The caption “Cash and cash equivalents” in the statement of cash tangible fixed assets are deducted from the value of such fixed flows also includes bank overdrafts, reflected in the statement of assets and recognised in the income statement on a consistent financial position in the caption “Other loans”. straight-line basis in proportion to depreciation of the subsidised fixed assets. Investments
2.11. INVENTORIES Investments are classified as follows:
Merchandise and raw materials are stated at average cost, which - Held-to-maturity investments; is lower than their corresponding market value. - Assets at fair value through the income statement; - Available-for-sale financial assets. Finished and semi-finished products, sub-products and work in progress are stated at average production cost, which includes the Held-to-maturity investments are classified as non-current assets, cost of the raw materials incorporated, labour and production except if they mature in less than twelve months from the overheads (considering depreciation of production equipment statement of financial position date, investments with a defined based on normal utilisation levels), which is lower than net maturity date and for which there is the capacity to hold up to that realisable value. Net realisable value corresponds to normal selling date being recorded in this caption. price less costs to complete production and selling costs. Assets at fair value through the income statement are classified as Provisions for inventory losses are recorded by the amount of the current investments. difference between cost and the realisable value of inventories, where the latter is lower. Available-for-sale financial assets are classified as non-current assets. 2.12. OPERATING RESULTS All purchases and sales of such investments are recognised on the Operating results includes all operating costs and income, whether dates of the respective purchase and sale contracts, independently recurring or not, including restructuring costs and costs and income of the date of financial settlement. relating to operating assets (tangible fixed assets and intangible assets). Therefore, operating profit excludes net financial costs, the Investments are initially recorded at cost, which is the fair value of results of investments and income tax. the price paid, including transaction costs.
2.13. PROVISIONS After initial recognition, assets at fair value through the income statement and available-for-sale financial assets are restated to Provisions are recognised only when there is has a legal or implicit fair value by reference to their market value as of the statement of obligation resulting from a past event, under which it is probable financial position date with no deduction for transaction costs that that it will have an outflow of resources to resolve the obligation, could arise up to their sale. Where the investments are in capital and the amount of the obligation can be reasonably estimated. At instruments not listed on regulated markets and where it is not each statement of financial position date provisions are reviewed possible to estimate their fair value on a reliable basis, they are and adjusted to reflect the best estimate as of that date. maintained at cost less possible impairment losses.
Provisions for restructuring costs are recognised whenever there is Gains and losses due to changes in the fair value of available-for- a formal detailed restructuring plan which has been communicated sale financial instruments are reflected in the shareholders’ equity to the parties involved. caption “Fair value reserve” until the instrument is sold, collected or in any other way realised, or where impairment losses are Present obligations arising under onerous contracts are recognized believed to exist, in which case the accumulated gain or loss is and measured as provisions. An onerous contract is considered to recorded in the statement of comprehensive income. exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract Gains and losses due to changes in the fair value of assets at fair exceed the economic benefits to be received from the contract. value through the income statement are recognised in the statement of comprehensive income for the year. 2.14. FINANCIAL INSTRUMENTS Held-to-maturity investments are recorded at capitalised cost Financial assets and liabilities are recognised when they become based on the effective interest rate, less repayments of principal part of a contractual relationship. and payment of interest.
Cash and cash equivalents Financial liabilities and equity instruments
The caption “Cash and cash equivalents” includes cash, bank Financial liabilities and equity instruments are classified in deposits, term deposits and other treasury applications which accordance with the substance of the contract, independently of its mature in less than three months and can be demanded legal form. Equity instruments are contracts that reflect a residual immediately with insignificant risk of change in amount. interest in the Company’s assets after deduction of the liabilities. 95
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Equity instruments issued by the Company are recorded at the the Company’s risk management policies, but do not comply with amount received net of costs incurred for their issuance. the requirements of IAS 39 to qualify for hedge accounting, are recorded in the income statement for the period in which they Financial assets and liabilities at amortised cost occur.
The assets and liabilities at amortised cost less impairment losses Treasury shares include: Treasury shares are recorded at cost, as a decrease in shareholders’ - Accounts receivable; equity. Gains and losses on the sale of treasury shares are recorded - Loans granted; in the caption “Other reserves”. - Accounts payable; - Loans obtained. Fair value of financial instruments
The amortised cost is the amount at which a financial asset or The fair value of financial assets and liabilities is determined as financial liability is measured at initial recognition, less principal follows: repayments and plus or minus a cumulative amortisation, using the effective interest method, of any difference between the original • The fair value of standard financial assets and liabilities traded amount and the amount at maturity. The effective interest rate is on active markets is determined based on their listed prices; the rate that exactly discounts the cash flows associated with the financial instrument net carrying amount at initial recognition. • The fair value of other assets and liabilities (except derivative financial instruments) is determined in accordance with generally Derivative financial instruments and hedge accounting accepted valuation models, based on discounted cash flow analyses, considering prices on current market transactions; The Company has the policy of contracting derivative financial instruments to hedge the financial risks to which it is exposed as a • The fair value of derivative financial instruments is determined result of changes in interest rates and exchange rates. The based on listed prices. Where listed prices are not available, fair Company does not contract derivative financial instruments for value is determined based on analyses of discounted cash flow, speculation purposes. which include assumptions not supported by prices or market rates. The Company contracts derivative financial instruments in accordance with internal policies approved by the Board of Impairment of financial assets Directors. Financial assets carried at the amortized cost are assessed for Derivative financial instruments are measured at their fair value. indicators of impairment at the end of each reporting period. Such The method of recognising this depends on the nature and purpose financial assets are considered to be impaired when there is of the transaction. objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the Hedge accounting estimated future cash flows of the investment have been affected.
Derivative financial instruments are designated as hedging For financial assets carried at the amortized cost, the amount of the instruments in accordance with the provisions of IAS 39, as regards impairment loss recognized is the difference between the asset’s their documentation and effectiveness. carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest Changes in the fair value of derivative instruments designated as rate. fair value hedges are recognised in the income statement for the period, together with changes in the fair value the asset or liability For financial assets carried at cost, the amount of the impairment subject to the risk. loss is measures as the difference between the asset’s carrying amount and the best estimate of the fair value of the financial Changes in the fair value of derivative financial instruments asset. designated as cash flow hedging instruments are recorded in the caption “Other reserves” as regards their effective component and The impairment losses are recorded in statement of comprehensive in the income statement as regards their non-effective component. income in the caption “Amortization and adjustments” in the Amounts recorded under “Other reserves” are transferred to the period they are identified. income statement in the period in which the effect on the hedged item is also reflected in the income statement. In the subsequent period, the amount of the impairment loss decreases and the decrease can be linked objectively to an event Hedge accounting is discontinued when the hedging instrument occurring after the impairment was recognized, the previously matures, is sold or exercised, or when the hedging relationship recognized impairment loss is reversed through the income ceases to comply with the requirements of IAS 39. statement to the extent that the carrying amount of the investment at the date the impairment is reverse does not exceed what the Trading instruments amortized cost would have been had the impairment not been recognized. The reversal of impairment losses is recorded in the Changes in the fair value of derivative financial instruments which income statement in the caption “Reversal of impairment losses”. are contracted for financial hedging purposes in accordance with 96
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Derecognition of financial assets and liabilities Contingent assets are not recognised in the financial statements, but are disclosed in the notes to the financial statements when a The Company derecognizes financial assets only occurs when the future economic benefit is probable. contractual rights to receive the cash flows expire, or when the financial assets and the risks and rewards of its ownership are 2.18. INCOME AND ACCRUALS BASIS transferred to other entity. Income from sales is recognised in the statement of comprehensive The Company derecognizes financial assets as long as it does not income when the risks and benefits of ownership of assets are control the transferred assets but it still retains some of the transferred to the purchaser and the amount of income can be significant risks and rewards of ownership. reasonably quantified. Sales are recognised net of taxes, discounts and other costs incurred to realise them, by the fair value of the The Company derecognizes financial liabilities when, and only amount received or receivable. when, the corresponding obligation specified in the contract is either discharged or cancelled or expires. Income from services rendered is recognised in the statement of comprehensive income based on the phase of completion of the 2.15. PENSION LIABILITY services rendered at the statement of financial position date.
The Company has assumed the commitment to provide its For construction contracts where the outcome can be estimated employees with retirement pension supplements under a defined reliably, revenue and costs are recognised by reference to the stage of benefits plan, having constituted autonomous pension funds for completion of the contract at the end of the reporting period. The the purpose. stage of completion is measured based the stage of realization of the construction work in the infrastructure. Where the outcome of a In order to estimate the amount of its liability for the payment of construction contract cannot be estimated reliably, contract revenue such supplements, the Company obtains actuarial calculations is recognized to the extent of contract costs incurred that it is computed in accordance with the Projected Unit Credit Method. probable will be recovered. Contract costs are recognized as expenses Actuarial gains and losses are reflected in shareholders’ equity and in the period in which they are incurred.When it is probable that total the costs of benefits granted are reflected in the income statement contract costs will exceed total contract revenue, the expected loss is for the period in which they are incurred. recognised as an expense immediately.
Past service costs are recognised immediately in the case of Dividends from investments are recognised as income in the period benefits under payment and, where this is not the case, on a they are attributed. straight line basis over the estimated average period up to the date the rights are acquired by the employees (in the majority of cases Interest and financial income are recognised on an accruals basis on their retirement date if they are at the Company’s service). in accordance with the effective interest rate.
The pension liability recognised as of the balance sheet date Costs and income are recognised in the period to which they relate corresponds to the present value of the liability under the defined independently of when they are paid or received. Costs and income benefits plans, adjusted for actuarial gains and losses and/or the in which the amount is not known are estimated. past service liability not recognised, less the fair value of the net assets of the pension funds. Costs and income attributable to the current period, which will only be paid or received in future periods, as well as amounts paid Contributions made by the Company to the defined benefits and received in the current period that relate to future periods and pension plans are recognised as costs on the dates they are due. will the attributed to each of these periods, are recorded in the captions “Other current assets” and “Other current liabilities”. 2.16. SHARE BASED PAYMENTS 2.19. INCOME TAX The benefits granted to personnel under the incentive plan to acquire shares or options over shares are recorded in accordance Tax on income for the period is calculated based on the taxable with the provisions of IFRS 2 – Share based payments. results of the companies included in the consolidation and takes into consideration deferred taxation. In accordance with IFRS 2 the benefits granted in the form of shares (equity instruments) are recognised at fair value as of the Deferred taxes refer to temporary differences between the date they are granted. Fair value as of the date the benefits are amounts of assets and liabilities for accounting purposes and the granted is recognised as cost on a straight-line basis over the corresponding amounts for tax purposes, as well as those resulting period in which the benefits are earned by the beneficiaries from tax benefits obtained and temporary differences between tax through services rendered. Benefits granted in the form of shares and accounting income. but settled in cash are recognised as liabilities, at fair value as of the statement of financial position date. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the 2.17. CONTINGENT ASSETS AND LIABILITIES temporary differences reverse.
Contingent liabilities are not recognised in the financial statements Deferred tax assets are only recognised when there is reasonable but are disclosed in the notes to the financial statements, unless expectation that there will be sufficient future taxable income to the possibility of an outflow of funds affecting future economic utilise them.The temporary differences underlying deferred tax assets benefits is remote, in which case they are not subject to disclosure. are reappraised annually in order to recognise or adjust the deferred tax assets based on the current expectation of their future recovery. 97
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
2.20. CRITICAL JUDGEMENTS/ESTIMATES IN Events that occur after the statement of financial position date that APPLYING THE ACCOUNTING STANDARDS provides information on conditions that exist after the statement of financial position date, if material, are disclosed in the notes to The preparation of financial statements in conformity with the the financial statements. recognition and measurement principles of IFRS require the Board of Directors to make judgements, estimates and assumptions that can affect the value of the assets and liabilities presented, especially deferred tax assets, intangible assets, depreciation and 3. DISCONTINUED provisions, the disclosure of contingent assets and liabilities as of OPERATIONS the date of the financial statements, as well as of their income and costs. As mentioned in the introductory note, in 22 December 2010, in the These estimates are based on the best knowledge available at the scope of the corporate reorganization of the Brisa Group, the time and on the actions planned, and are constantly revised based Company transferred the Brisa Concession to BCR together with all on the information available. Changes in the facts and the assets and liabilities associated to the concession, whose net circumstances can result in revision of the estimates, and so the carrying accounting value amounted to 429 570 thousand Euros. actual future results can differ from such estimates. The assets and liabilities transferred to BCR were identified based on the accounting records of the Company at 30 November 2010 Significant estimates and assumptions made by the Board of and were used for a capital increase in kind in BCR in the amount Directors in preparing these financial statements include 74 825 thousand Euros plus a share premium of 354 745 thousand assumptions used to value pension liabilities, deferred taxes, the Euros. The changes in the value of the abovementioned assets and useful life of tangible fixed assets and impairment analyses. liabilities, as a result of the transactions and cash flows in the period between 30 November 2010 and 22 December 2010, date 2.21. SUBSEQUENT EVENTS of the effective transfer, were charged by BCR to the Company by the total net amount determined as follows: Events that occur after the statement of financial position date that provide additional information on conditions that existed as of the statement of financial position date is reflected in the financial statements.
CAPITAL INCREASE IN BCR CHANGES TOTAL NON-CURRENT ASSETS: INTANGIBLE ASSETS 3 099 750 9 165 3 108 915 REVERTIBLE TANGIBLE FIXED ASSETS 35 009 2 708 37 717 DEFERRED TAX ASSETS 88 467 (3 265) 85 202 TOTAL NON-CURRENT ASSETS: 3 223 226 8 608 3 231 834
CURRENT ASSETS: TRADE RECEIVABLES 22 020 (10 151) 11 869 OTHER RECEIVABLES 3 395 (908) 2 487 OTHER CURRENT ASSETS 7 147 (752) 6 395 TOTAL CURRENT ASSETS: 32 562 (11 811) 20 751 TOTAL ASSETS 3 255 788 (3 203) 3 252 585
NON-CURRENT LIABILITIES: LOANS 2 042 417 (79 894) 1 962 523 PROVISIONS 127 885 (1 281) 126 604 OTHER NON-CURRENT LIABILITIES 78 907 - 78 907 DEFERRED TAX LIABILITIES 56 (56) - TOTAL NON-CURRENT LIABILITIES: 2 249 265 (81 231) 2 168 034
CURRENT LIABILITIES: TRADE PAYABLES 40 046 (21 788) 18 258 LOANS 494 912 146 075 640 987 SUPPLIERS OF FIXED ASSETS 24 323 5 701 30 024 STATE AND OTHER PUBLIC ENTITIES 55 8 63 OTHER CREDITORS 10 489 1 242 11 731 OTHER CURRENT LIABILITIES 7 128 (8 017) (889) TOTAL CURRENT LIABILITIES: 576 953 123 221 700 174 TOTAL LIABILITIES 2 826 218 41 990 2 868 208 CAPITAL INCREASE AND SHARE PREMIUM IN BCR 429 570 98
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Due to the corporate reorganization and the transfer of the Brisa Concession agreement to BCR, the results of the activity developed under the agreement were recorded in the caption “Net profit of the year from discontinued operations” in the statement of comprehensive income and correspond to the following detail:
2010 2009 DISCONTINUED OPERATIONS OPERATING INCOME: SALES - 715 SERVICES RENDERED 505 223 536 243 SUPPLEMENTARY INCOME 1 292 17 273 OTHER OPERATING INCOME 3 371 5 140 REVERSAL OF AMORTISATION AND ADJUSTMENTS 1 081 119 OPERATING SUBSIDIES - 208 REVENUE ASSOCIATED TO CONSTRUCTION SERVICE 73 647 78 221 TOTAL OPERATING INCOME 584 614 637 919
OPERATING EXPENSES: COST OF INVENTORIES SOLD - (624) SUPPLIES AND SERVICES (111 904) (71 288) PERSONNEL COSTS (1 034) (35 962) AMORTISATION, DEPRECIATION AND ADJUSTMENTS (124 538) (134 858) PROVISIONS (15 559) (17 438) TAXES (1 078) (1 095) OTHER OPERATING EXPENSES (8 433) (147) COSTS ASSOCIATED TO CONSTRUCTION SERVICE (73 647) (78 221) TOTAL OPERATING EXPENSES (336 193) (339 633)
OPERATING PROFIT 248 421 298 286
FINANCIAL EXPENSES (108 141) (99 808) FINANCIAL INCOME 7 6 744 PROFIT BEFORE TAX 140 287 205 222
INCOME TAX (32 214) (55 336) NET PROFIT FROM DISCONTINUED OPERATIONS 108 073 149 886 99
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
4. OPERATING INCOME
Operating income relating to continuing operations in the years ended 31 December 2010 and 2009 are made up as follows:
2010 2009 OTHER OPERATING INCOME SUCCESS FEES 68 696 - LOGISTIC AND ADMNISTRATIVE SUPPORT 8 992 5 518 GAIN ON FIXED ASSETS 323 448 OTHERS 2 418 4 820 80 429 10 786
In the scope of the corporate reorganization and to implement the project, Brisa not only performed specific tasks but also a coordinating role, which required the allocation of its own human, technical and financial resources and the involvement of external technical experts. In this context and taking into consideration the successful implementation of the project, accomplished on 22 December 2010, BAE charged a success fee of 66 469 thousand Euros, as remuneration for the services provided. 100
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
5. OPERATING LEASES
Costs of 324 thousand Euros and 783 thousand Euros related to lease instalments under operating lease contracts were recognised in the years ended 31 December 2010 and 2009, respectively.
The lease instalments not yet due on operating lease contracts in force on 31 December 2010 and 2009 are due as follows:
YEAR 2010 2009 2010 - 608 2011 320 443 2012 228 228 2013 162 66 2014 69 - 779 1 345
6. NET FINANCIAL RESULTS
Financial expenses and losses from continuing operations for the years ended 31 December 2010 and 2009 are made up as follows:
2010 2009 INTEREST EXPENSE 784 921 EXCHANGE LOSS 551 62 LOSS ON FINANCIAL INVESTMENTS (NOTE 21) 112 000 21 814 OTHER FINANCIAL EXPENSES 1 484 1 686 114 819 24 483 101
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Financial income and gains from continuing operations for the years ended 31 December 2010 and 2009 is made up as follows:
2010 2009 INTEREST INCOME 3 522 2 839 EXCHANGE GAIN 147 56 OTHER FINANCIAL INCOME 136- 3 805 2 895
Investment income from continuing operations for years ended 31 December 2010 and 2009 is made up as follows:
2010 2009 GAIN ON GROUP AND ASSOCIATED COMPANIES: BRISA INTERNACIONAL, SGPS, S.A. ("BRISA INTERNACIONAL") 573 440 - BRISA SERVIÇOS VIÁRIOS, SGPS, S.A. ("BRISA SERVIÇOS") 17 568 1 157 SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA EM INFRA-ESTRUTURAS DE TRANSPORTES, S.A. ("SICIT") 18 9 BRISA FINANCE B.V. ("BRISA FINANCE") 15 71 591 041 1 237
IMPAIRMENT LOSSES ON INVESTMENTS: BRISAL - AUTO-ESTRADAS DO LITORAL, S.A. ("BRISAL") (NOTE 20) (68 378) (66 427) VIA OESTE, SGPS, S.A. ("VIA OESTE") (NOTE 20) (11 678) (13 555) (80 056) (79 982)
LOSSES ON THE SALE OF INVESTMENTS: BCR (97) -
LOSSES FOR COMMITMENT WITH INVESTMENTS: BRISAL (NOTE 21) (24 850) - 486 038 (78 745) 102
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
available to defend their understanding, continuing to believe in the goodness of their arguments and in a favourable outcome of 7. INCOME TAX all existing disputes with the Tax Authorities. Therefore, as of 31 December 2010, no provision has been recognized for this purpose.
The Company is subject to Corporate Income Tax at the normal rate In the year ended at 31 December 2010 Brisa received the report of 25%, which can be increased by a municipal surcharge of up to from a Tax Inspection for the year 2007, where the said Authority a maximum rate of 1.5% of taxable income, resulting in a total tax concludes as to the inadequacy of the legal and tax framework rate of 26.5%. Additionally, as from 1 January 2010, taxable applied to the securitization of future receivables in the amount of income exceeding 2 000 thousand Euros is subject to a state 400 000 thousand Euros, carried out in 19 December 2007, and surcharge at the rate of 2.5%. Under Article 88. of the Corporate considers that it does not comply with the legislation for the Income Tax Code (“Código do Imposto sobre o Rendimento das securitization of credits established in Decree-law 453/99, of 5 Pessoas Colectivas”), the Company is subject to additional taxation November, as amended by Decree-Law 82/02 of 5 April, and on a set of charges at the rates defined in the article mentioned. consequently with the tax law provided in Decree-Law 219/2001, of 4 August, both altered by Decree-law 303/2003 of 5 December. The Company is being taxed in Corporate Income Tax under the Special Regime for the Taxation of Group of Companies (“RETGS”) In view of the above, the Tax Authority considers that: together with the group companies Brisa Engenharia e Gestão, S.A., Brisa Serviços Viários, SGPS, S.A., Brisa O&M, S.A., Brisa • The amount of 400 000 thousand Euros received by Brisa Inovação e Tecnologia, S.A., Brisa – Concessão Rodoviária, S.A., pursuant to the said operation was unduly added to the taxable Brisa Internacional, SGPS, S.A., Via Oeste, SGPS, S.A., Brisa – income of 2007; Concessão Rodoviária, SGPS, S.A., Brisa Infraestruturas, SGPS, S.A. • Income corresponding to the services giving rise to the assigned and Brisa Participações, SGPS, S.A.. future receivables are to be recognized, in tax and accounting terms, in the tax periods in which they are generated; This regime consists of the sum of the taxable results of all the • An approximate amount of 100 000 thousand Euros relating to companies included in the tax perimeter, less the dividends the tax benefit under decree-law 287/99 likely to be used in the distributed, to which the applicable Corporate Income Tax rate plus year, was unduly deducted to the taxable income of 2007. municipal Surcharge is applied. The Board of Directors of Brisa, based on the opinion of its legal In accordance with current legislation, tax returns are subject to and accounting experts and consultants, deems that the review and correction by the tax authorities during a period of four recognition of the said operation is adequately based from the years (five years for social security), except where there are tax legal point of view, and therefore in accounting and tax terms as losses, tax benefits have been granted or inspections, claims or well. As result, The Board of Directors of Brisa considers that the appeals are in progress, in which case, depending on the corrections proposed in the Tax Inspection Report are unjustified, circumstances, the period can be extended or suspended. Therefore as described in the claim presented to the tax authority. Brisa will the Company’s tax returns for the years 2007 to 2010 are still use all defence instruments which it has available as tax payer, to subject to review and correction. The Board of Directors believes validate the treatment it has given to this operation in all that any possible corrections resulting from revisions/inspections of perspectives. In view of the above, as of 31 December 2010, no these tax returns will not have a significant effect on the financial provision is recorded in connection with this matter. statements as of 31 December 2010. Tax losses generated up to the year ended 31 December 2009 can As a result of the regular inspections carried out by the Tax be carried forward during a period of six years after they are Authorities have been requested corrections to the income tax incurred, for deduction from taxable profits generated in that base and tax, in particular as regards the activity carried out under period. Tax losses generated from 1 January 2010 onwards may be the concession contract. The Board of Directors, based on technical carried forward during a period of four years. advice from external consultants, believes that, in general terms, the corrections are unfounded. In this context, the Board of Income tax recognised in the years ended 31 December 2010 and Directors has used the various procedural and legal instruments 2009 is made up as follows:
2010 2009 CURRENT TAX 618 (8 125) DEFERRED TAX (NOTE 13) 4 963 (5 702) INCOME TAX FROM PREVIOUS YEARS (18) - 5 563 (13 827) 103
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
The reconciliation between profit before income tax relating to continuing operations and income tax for the year is as follows:
2010 2009 PROFIT BEFORE INCOME TAX 398 917 (130 062) NEGATIVE EQUITY CHANGES - (2 163) NON TAXABLE INCOME: DIVIDENDS (591 041) (1 237) OTHERS (3 186) (2 952) (594 227) (4 189) NON TAX DEDUCTIBLE COSTS: DIFFERENCE BETWEEN FINANCIAL AND TAX AMORTISATION AND DEPRECIATION 56 859 INCREASE IN PROVISIONS 502 20 563 IMPAIRMENT LOSSES 217 124 79 982 OTHERS 961 3 775 218 643 105 179 COSTS TO ADD FOR TAX PURPOSES: UTILISATION OF PROVISIONS (10 871) - TAXABLE INCOME 12 462 (31 235) RATE OF INCOME TAX IN PORTUGAL 25% 25% CALCULATED INCOME TAX 3 116 (7 809)
AUTONOMOUS TAXATION 103 152 UTILISATION OF TAX LOSSES (3 081)- MUNICIPAL SURCHARGE 187 (469) STATE SURCHARGE 287- SRTGC EFFECT 6- CURRENT INCOME TAX IN OTHER JURISDICTIONS (18)- EFFECT OF INCREASE/DECREASE IN DEFERRED TAX (NOTE 13) 4 963 (5 702) INCOME TAX 5 563 (13 827) 104
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
8. EARNINGS PER SHARE
Basic and diluted earnings per share from continuing and discontinued operations for the years ended 31 December 2010 and 2009 were determined based on the following amounts:
2010 2009 BASIC EARNINGS PER SHARE EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 501 427 33 651 AVERAGE NUMBER OF SHARES USED TO CALCULATE BASIC EARNINGS PER SHARE 576 516 837 576 516 837 BASIC EARNINGS PER SHARE 0,87 0,06
DILUTED EARNINGS PER SHARE EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 501 427 33 651
AVERAGE NUMBER OF SHARES USED TO CALCULATE THE DILUTED EARNINGS PER SHARE 576 516 837 576 516 837
DILUTED EARNINGS PER SHARE 0.87 0.06
Basic and diluted earnings per share from continuing operations for the years ended 31 December 2010 and 2009 were determined based on the following amounts:
2010 2009 BASIC EARNINGS PER SHARE EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 393 354 (116 235) AVERAGE NUMBER OF SHARES USED TO CALCULATE BASIC EARNINGS PER SHARE 576 516 837 576 516 837 BASIC EARNINGS PER SHARE 0.68 (0.20)
DILUTED EARNINGS PER SHARE EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 393 354 (116 235)
AVERAGE NUMBER OF SHARES USED TO CALCULATE THE DILUTED EARNINGS PER SHARE 576 516 837 576 516 837
DILUTED EARNINGS PER SHARE 0.68 (0.20) 105
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
9. DIVIDENDS 10. TANGIBLE FIXED ASSETS In the General Shareholders Assembly held in 26 March 2010 it was decided the payment of dividends of the total net profit of the year ended 31 December 2009 in the amounts of 0.31 Euros per The changes in tangible fixed assets and corresponding share (0.31 Euros per share in 2009 relating to the total net profit accumulated depreciation and impairment losses in the years of the year ended 31 December 2008). ended 31 December 2010 and 2009 are as follows:
2010 LAND AND BUILDINGS TANGIBLE NATURAL AND OTHER MACHINERY AND TRANSPORT ADMINISTRATIVE TOOLS AND FIXED ASSETS RESOURCES CONSTRUCTIONS EQUIPMENT EQUIPMENT EQUIPMENT UTENSILS IN PROGRESS TOTAL GROSS ASSETS: BEGINNING BALANCE 1 641 8 820 112 983 2 129 15 559 11 5 846 146 989 ADDITIONS 1 031 227 10 576 738 478 - 2 045 15 095 DISPOSALS - - - (500) (44) - - (544) WRITE-OFFS - - (2 839) (6) (19) - - (2 864) TRANSFERS 392 - 2 804 - - - (3 196) - EFFECT OF TRANSFERRED ASSETS (NOTE 3) - (31) (117 038) (1 471) (227) - (2 920) (121 687) ENDING BALANCE 3 064 9 016 6 486 890 15 747 11 1 775 36 989
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: BEGINNING BALANCE - 2 744 75 583 945 14 253 10 - 93 535 INCREASES - 183 15 186 315 520 1 1 731 17 936 DECREASES - - - (245) - - - (245) WRITE-OFFS - - (2 829) (6) (31) - - (2 866) EFFECT OF TRANSFERRED ASSETS (NOTE 3) - (29) (83 556) (349) (36) - - (83 970) ENDING BALANCE - 2 898 4 384 660 14 706 11 1 731 24 390
NET 3 064 6 118 2 102 230 1 041 - 44 12 599
2009 LAND AND BUILDINGS TANGIBLE NATURAL AND OTHER MACHINERY AND TRANSPORT ADMINISTRATIVE TOOLS AND FIXED ASSETS RESOURCES CONSTRUCTIONS EQUIPMENT EQUIPMENT EQUIPMENT UTENSILS IN PROGRESS TOTAL ACTIVO BRUTO: GROSS ASSETS: BEGINNING BALANCE 1 641 8 814 8 430 2 189 19 374 51 2 119 42 618 EFFECT OF RESTATEMENT (NOTE 29) - - 99 056 - - - 9 400 108 456 RESTATED BEGINNING BALANCE 1 641 8 814 107 486 2 189 19 374 51 11 519 151 074 VARIAÇÕES DO PERÍMETRO DE CONSOLIDAÇÃO ------EFEITO DA CONVERSÃO CAMBIAL ------ADDITIONS - 29 1 135 464 692 2 1 106 3 428 DISPOSALS - - - (502) (1) - - (503) WRITE-OFFS - - (16) (2) (84) (1) - (103) TRANSFERS - - 6 877 - - - (6 779) 98 EFFECT OF TRANSFERRED ASSETS - (23) (2 499) (20) (4 422) (41) - (7 005) ENDING BALANCE 1 641 8 820 112 983 2 129 15 559 11 5 846 146 989
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: BEGINNING BALANCE - 2 583 5 356 895 16 972 46 - 25 852 EFFECT OF RESTATEMENT (NOTE 29) - - 54 723 - - - - 54 723 RESTATED BEGINNING BALANCE - 2 583 60 079 895 16 972 46 - 80 575 VARIAÇÕES DO PERÍMETRO DE CONSOLIDAÇÃO ------EFEITO DA CONVERSÃO CAMBIAL ------INCREASES - 170 17 610 346 1 107 2 - 19 235 DECREASES - - - (274) (1) - - (275) WRITE-OFFS - - (15) (2) (80) (1) - (98) TRANSFERS - - 5 - - - - 5 EFFECT OF TRANSFERRED ASSETS - (9) (2 096) (20) (3 745) (37) - (5 907) ENDING BALANCE - 2 744 75 583 945 14 253 10 - 93 535
NET 1 641 6 076 37 400 1 184 1 306 1 5 846 53 454 106
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
11. INTANGIBLE ASSETS
The changes in intangible assets and corresponding accumulated amortisation and impairment losses in the years ended 31 December 2010 and 2009 are as follows:
2010 INDUSTRIAL PROPERTY INTANGIBLE FIXED AND CONTRACTUAL RIGHTS SOFTWARE ASSETS IN PROGRESS TOTAL GROSS ASSETS: BEGINNING BALANCE 4 369 557 1 776 87 615 4 458 948 ADDITIONS 9 846 240 63 935 74 021 WRITE-OFFS - (40) - (40) TRANSFERS 34 883 91 (34 974) - EFFECT OF TRANSFERRED ASSETS (NOTE 3) (4 414 228) - (120 086) (4 534 314) FINANCIAL REVISION - - 3 587 3 587
ENDING BALANCE 58 2 067 77 2 202
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: BEGINNING BALANCE 1 317 611 896 - 1 318 507 INCREASES 107 841 561 - 108 402 WRITE-OFFS - (16) - (16) EFFECT OF TRANSFERRED ASSETS (NOTE 3) (1 425 399) - - (1 425 399)
ENDING BALANCE 53 1 441 - 1 494
NET 5 626 77 708
2009 INDUSTRIAL PROPERTY INTANGIBLE FIXED AND CONTRACTUAL RIGHTS SOFTWARE ASSETS IN PROGRESS TOTAL GROSS ASSETS: BEGINNING BALANCE 398 008 3 156 171 401 335 EFFECT OF RESTATEMENT (NOTE 29) 3 910 308 - 68 392 3 978 700 RESTATED BEGINNING BALANCE 4 308 316 3 156 68 563 4 380 035 VARIAÇÕES DO PERÍMETRO DE CONSOLIDAÇÃO - - - - EFEITO DA CONVERSÃO CAMBIAL - - - - ADDITIONS 20 106 381 59 377 79 864 ALIENAÇÕES - - - - WRITE-OFFS - - (59) (59) TRANSFERS 41 135 973 (42 206) (98) EFFECT OF TRANSFERRED ASSETS - (2 734) (521) (3 255) FINANCIAL REVISION - - 2 461 2 461
ENDING BALANCE 4 369 557 1 776 87 615 4 458 948
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: BEGINNING BALANCE 51 310 883 - 52 193 EFFECT OF RESTATEMENT (NOTE 29) 1 150 307 - - 1 150 307 RESTATED BEGINNING BALANCE 1 201 617 883 - 1 202 500 VARIAÇÕES DO PERÍMETRO DE CONSOLIDAÇÃO - - - - EFEITO DA CONVERSÃO CAMBIAL - - - - INCREASES 115 970 1 023 - 116 993 REDUÇÕES - - - - ABATES -- - - TRANSFERS 24 (29) - (5 EFFECT OF TRANSFERRED ASSETS - (981) - (981)
ENDING BALANCE 1 317 611 896 - 1 318 507
NET 3 051 946 880 87 615 3 140 441 107
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
On 22 December 2010, as part of the corporate reorganization process of the Brisa Group (Notes 1 e 2), the Company performed 12. INVESTMENTS a capital increase in Brisa Participações by a contribution in kind of its financial participation in BCR. Additionally, the Company provided to Brisa Participações a supplementary capital Details of the investments in subsidiary companies and other contribution in the amount of 126 257 thousand Euros. investments, as well as the corresponding movement during the year ended 31 December 2010, are as follows:
2010 RESTATED IMPAIRMENT BEGINNING SALE OF LOSSES ENDING BALANCE INCREASES DECREASES INVESTMENTS (NOTE 20) BALANCE INVESTMENTS IN SUBSIDIARY COMPANIES: BRISA - SERVIÇOS VIÁRIOS, SGPS, S.A. ("BRISA SERVIÇOS") 18 264 220 (215) - - 18 269 BRISA INTERNACIONAL, SGPS, S.A. ("BRISA INTERNACIONAL") 42 768 - - - - 42 768 BRISA PARTICIPAÇÕES, SGPS, S.A. ("BRISA PARTICIPAÇÕES") 50 555 908 - - - 555 958 BRISA INFRAESTRUTURAS, SGPS, S.A. ("BRISA INFRAESTRUTURAS") 50 - - - - 50 BRISA FINANCE B.V. ("BRISA FINANCE") 2 000 - - - - 2 000 BRISAL - AUTO-ESTRADAS DO LITORAL, S.A. ("BRISAL") 54 238 14 140 - - (68 378) - VIA OESTE, SGPS, S.A. ("VIA OESTE") 96 698 - - - (11 678) 85 020 TECNOHOLDING II, INVESTIMENTOS TECNOLÓGICOS, S.A. ("TECNOHOLDING") 50 - - - - 50 AEDL - AUTO-ESTRADAS DO DOURO LITORAL, S.A. ("AEDL") 1 159 2 494 - - - 3 653 AEBT - AUTO-ESTRADAS DO BAIXO TEJO, S.A. ("AEBT") 15 - - - - 15 SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA EM INFRA-ESTRUTURAS DE TRANSPORTES, S.A. ("SICIT") 18 - - - - 18 TRANSPORT INFRASTRUCTURE INVESTMENT COMPANY SCA ("SICAR") 18 650 4 750 - - - 23 400 TRANSPORT INFRASTRUCTURE, S. À R.L. 5 - - - - 5 TIICC, S. À R.L. ("TIICC") 4 - - - - 4 ELOS - LIGAÇÕES DE ALTA VELOCIDADE, S.A. ("ELOS") 8 90 - - - 98 ELOS - OM, S.A. ("ELOS - OM") - 8 - - - 8 233 977 577 610 (215) - (80 056) 731 316
OTHER INVESTMENTS: AELO - AUTO-ESTRADAS DO LITORAL OESTE, S.A. ("AELO") 544 1 466 - - - 2 010 ASTERION, A.C.E. ("ASTERION") 556 14 - - - 570 FARNCOMBE LIMITED 202 - - - - 202 F-HITEC 29 10 - - - 39 1 331 1 490 - - - 2 821
NON-CURRENT ASSETS HELD FOR SALE: AEDL 5 - - (5) - - 108
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
On 7 December 2010, the general terms of the option contracts to between 1 August 2011 and the provisory reception date of the be established between Brisa and the remaining shareholders of final constructed stretch. The eventual exercise of the options and the AEDL concession (Teixeira Duarte – Engenharia e Construções, transmission of the shares are conditioned to the pre-approval of Alves Ribeiro, Construtora do Tâmega e Zagope – Construções e the Grantor, the Financing Entities and the Competition Authority. Engenharia) were approved. Under each of these agreements, Brisa has the option to purchase and each of the shareholders has the The balances with Group and associated companies at 31 option to sell to Brisa almost all of the shares they hold in the share December 2010 and 2009 are as follows: capital of AEDL. These options (purchase and sell) can be exercised
SUPPLIERS OF OTHER OTHER GROUP OTHER CURRENT OTHER CURRENT RETGS (NOTES TRADE RECEIVABLES TRADE PAYABLES FIXED ASSETS RECEIVABLES PAYABLES COMPANIES ASSETS LIABILITIES 14 AND 22) 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 BRISA SERVIÇOS 77 35 ------175 - 3 277 2 353 - - - - 2 87 BRISA ENGENHARIA E GESTÃO, S.A. ("BEG") 222 342 - 2 242 - 2 288 ------410 55 VIA VERDE PORTUGAL, S.A. ("VIA VERDE") 224 184 - 141 ------328 - BRISA O&M, S.A. ("BOM") 3 087 3 114 - 7 641 - 84 - - 1 346 - - - 78 - - - 6 426 52 BRISA INOVAÇÃO E TECNOLOGIA, S.A. ("BIT") 351 200 75 2 793 ------381 510 BRISA CONCESSÃO RODOVIÁRIA, S.A. ("BCR") 97 730 14 38 119 ------11 561 - 726 65 CONTROLAUTO - CONTROLO TÉCNICO AUTOMÓVEL, S.A. ("CONTROLAUTO") 343 177 - 1 ------ITEUVE PORTUGAL, LDA ("ITEUVE") 29 45 ------MCALL, S.A. ("MCALL") 26 - 12 ------BRISA INTERNACIONAL ------235 ------(6 901) 119 BRISA INTERNATIONAL INVESTMENTS, B.V. ("BII BV") ------865 ------BRISA UNITED STATES, LLC ------380 266 - - - - BRISA PARTICIPAÇÕES ------12 50 ------(4) - BRISA INFRAESTRUTURAS ------(1) - BRISA CONCESSÃO RODOVIÁRIA, SGPS, S.A. ("BCR SGPS") ------(1) - BNV MOBILITY, B.V. 11 ------FEEDBACK HIGHWAYS OMT PVT, LTD 83 ------BRISAL 178 1 674 - 42 - - 1 631 ------VIA OESTE ------211 - 70 40468 552 - - - - (143) (210) AUTO ESTRADAS DO ATLÂNTICO, S.A. ("AEA") 283 - - 1 - - - - - 93 ------GEIRA, S.A. 240 ------AEDL 521036----1061----2------SICIT 1527------AEBT 6236------ELOS 2 089 ------ELOS-OM ------AELO 120 520 ------3 132 856 ------ASTERION - 8 ------105 166 7 612 125 12 980 - 2 372 3 569 50 1 967 93 76 813 71 763 458 266 11 561 328 895 678
Additionally, the transactions with Group and associated companies in the year ended 31 December 2010 and 2009 were as follows:
OPERATING OPERATING FINANCIAL FINANCIAL PURCHASE OF INCOME COSTS EXPENSES INCOME FIXED ASSETS 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 BRISA SERVIÇOS 1 1 - - - - 125 71 - - BEG 1 073 1 420 1 116 1 760 - - - - 6 366 8 384 VIA VERDE 1 096 912 12 490 12 935 ------BOM 4 547 405 102 723 12 965 - - - - 385 482 BIT 957 1 713 549 6 406 - - - - 15 877 - BCR 67 206 76 8 335 488 ------CONTROLAUTO 890 580 1 1 ------ITEUVE 148 177 ------MCALL 130 - 45 ------BRISA INTERNACIONAL 1 1 ------BRISA FINANCE - - - - 22 236 24 300 - - - - BRISA UNITED STATES, LLC ------125 131 - - BRISAL 881 8 369 8 088 1 ------VIA OESTE 1 1 - - - - 1 916 2 767 - - AEA 477 217 ------GEIRA, S.A. 480 ------AEDL 259 5 179 (5 262) 124 ------SICIT 37 481 ------AEBT 76 2 348 ------ELOS 1 727 ------AELO 72 2 727 ------ASTERION - 58 ------80 059 24 665 128 085 34 680 22 236 24 300 2 166 2 969 22 628 8 866 109
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
13. DEFERRED TAXES
Deferred tax assets and liabilities at 31 December 2010 and 2009, by underlying timing difference, are as follows:
DEFERRED TAX ASSETS DEFERRED TAX LIABILITIES 2010 2009 2010 2009 NON DEDUCTIBLE PROVISIONS 3 102 5 651 - - PROVISIONS FOR THE REINSTATEMENT OF INFRASTRUCTURES - 30 668 - - PENSION BENEFITS 814 897 - - DIFFERENCES BETWEEN THE TAX BASE AND BOOK VALUE: ON INTANGIBLE ASSETS 1 077 1 230 - - ON OTHER ASSETS 153 175 - - ON OTHER LIABILITIES - - 45 51 TAX LOSSES CARRIED FORWARD 3 947 25 491 - - SECURITISATION OF FUTURE RECEIVABLES - 63 600 - - DERIVATIVE FINANCIAL INSTRUMENTS - 1 407 - - 9 093 129 119 45 51
The changes in deferred tax assets and liabilities in the years ended 31 December 2010 and 2009 are as follows:
2010 2009 BEGINNING BALANCE 129 068 168 841 EFFECT ON RESULTS: TAX LOSSES CARRIED FORWARD (2 081) - DIFFERENCES BETWEEN TAXABLE INCOME AND BOOK VALUE ON: INTANGIBLE ASSETS (153) (14) OTHER ASSETS (22) 53 OTHER LIABILITIES 6 (10) CHANGES IN NON TAX DEDUCTIBLE PROVISIONS (2 480) 5 449 PENSION BENEFITS (233) 224 SUB-TOTAL (NOTE 7) (4 963) 5 702
EFFECT ON EQUITY: PENSION BENEFITS 151 (934) INCREASE/ (DECREASE) IN THE FAIR VALUE OF FINANCIAL INSTRUMENTS (1 208) 1 208 (1 057) 274
DISCONTINUED OPERATIONS: TRANSFER OF DEFERRED TAX ASSET AND LIABILITIES (NOTE 3) (85 202) - EFFECT ON RESULTS (28 798) (45 749) (114 000) (45 749)
ENDING BALANCE 9 048 129 068 110
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
14. TRADE AND OTHER RECEIVABLES
At 31 December 2010 and 2009 this caption was made up as follows:
2010 2009 TRADE RECEIVABLES: BCR (NOTE 12) 97 730 14 BOM (NOTE 12) 3 087 3 114 ELOS (NOTE 12) 2 089 - BIT (NOTE 12) 351 200 BRISAL (NOTE 12) 178 1 674 AEDL (NOTE 12) 52 1 036 TOLLS - 19 337 OTHERS 2 826 6 359 DOUBTFUL RECEIVABLES 148 14 236 106 461 45 970
OTHER RECEIVABLES: RETGS (NOTE 12) 7 945 888 BRISAL (NOTE 12) 1 631 - AEDL (NOTE 12) 1 061 - BII BV (NOTE 12) 865 - PERSONNEL 226 143 OTHERS 1 792 4 994 OTHER DOUBTFUL RECEIVABLES 11 52 13 531 6 077 119 992 52 047 ACCUMULATED IMPAIRMENT LOSSES ON ACCOUNTS RECEIVABLE (NOTE 20) (159) (14 288) 119 833 37 759
Accounts receivable result from operating activities and are net of accumulated impairment losses, determined based on the available information and passed experience. 111
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15. OTHER CURRENT ASSETS
Other current assets at 31 December 2010 and 2009 are made up as follows:
2010 2009 STATE AND OTHER PUBLIC ENTITIES: INCOME TAX RECUPERABLE TAX 15 831 15 831
ACCRUED INCOME: ACCRUED INTEREST 254 7 OTHER ACRRUED INCOME 549 398 803 405
DEFERRED COSTS: INSURANCE 980 952 RENTS -58 OTHER DEFERRED COSTS 145 447 1 125 1 457 17 759 17 693
16. CASH AND CASH EQUIVALENTS
Cash and cash equivalents at 31 December 2010 and 2009 are made up as follows:
2010 2009 CASH 4 542 BANK DEPOSITS REPAYABLE ON DEMAND 457 730 33 615 CASH AND CASH EQUIVALENTS 457 734 34 157 BANK OVERDRAFTS (303) (1 858) 457 431 32 299
The caption “Cash and cash equivalents” includes cash, demand deposits, treasury applications and term deposits that mature in less than three months, in which the risk of change in value is insignificant. The caption “Bank overdrafts” includes the credit balances on demand deposit accounts with banks. 112
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17. CAPITAL 19. LEGAL RESERVE AND OTHER RESERVES The Company’s capital at 31 December 2010 is made up of 600 000 000 fully subscribed and paid up shares of one Euro each. At 31 December 2010 José de Mello Investimentos, SGPS, S.A. held, Legal reserve directly and indirectly through its subsidiaries, a 29.92% Commercial legislation establishes that at least 5% of annual net participation in the Company. profit must be appropriated to a legal reserve until the reserve equals at least 20% of share capital. This reserve is not available for distribution except upon liquidation of the Company, but can be used to absorb losses once the other reserves have been 18. TREASURY SHARES exhausted, or to increase capital.
As of 31 December 2010 and 2009, the legal reserve balance was As of 31 December 2010 and 2009, the Company holds 23 483 163 110 926 thousand Euros and 103 003 thousand Euros, respectively. treasury shares in the amount of 176 112 thousand Euros. Other reserves Commercial legislation regarding treasury shares requires This caption includes reserves of 137 589 thousand Euros available companies to maintain a free reserve equal in amount to the cost for distribution and a reserve of 176 112 thousand Euros of their treasury shares. The reserve is not available for distribution corresponding to the value of treasury shares (Note 18) which, while the shares are held, a reserve of 176 112 thousand Euros under the provisions of corporate law, must be blocked while the (Note 19) being maintained for that purpose. In addition, the shares are held. applicable accounting rules provide that gains and losses on the sale of treasury shares must be recorded in reserves. 20. ACCUMULATED IMPAIRMENT LOSSES
The changes in the accumulated impairment losses in the years ended 31 December 2010 and 2009 are as follows:
2010 EFFECT OF THE CAPITAL INCREASE BEGINNING IN KIND ENDING BALANCE INCREASE DECREASE (NOTE 3) BALANCE IMPAIRMENT LOSSES: TRADE AND OTHER RECEIVABLES (NOTE 14) 14 288 1 963 (1 081) (15 011) 159 INVESTMENT HEDGES (NOTES 6 AND 12) 134 687 80 056 - - 214 743 148 975 82 019 (1 081) (15 011) 214 902
2009 BEGINNING ENDING BALANCE INCREASE UTILISATION DECREASE BALANCE IMPAIRMENT LOSSES: TRADE AND OTHER RECEIVABLES (NOTE 14) 17 559 786 (3 938) (119) 14 288 INVESTMENT HEDGES (NOTE 6) 54 705 79 982 - - 134 687 72 264 80 768 (3 938) (119) 148 975 113
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Impairment losses are deducted from the amount of the In what concerns the investment in Brisal, as a result of the corresponding assets. impairment analysis, performed under a worst case scenario assumption and disregarding the possible impacts of the The impairment losses recorded in investments in subsidiaries for negotiation process with the grantor, still ongoing, supported in the years ended 31 December 2010 and 2009, related to the the terms of the concession agreement, an additional impairment participation in Brisal and Via Oeste, were determined based on the loss of 24 850 thousand Euros (Note 21) was recorded that already cash flow projections up to the end of each concession agreement takes into consideration the commitments of the Company, under (Concessão Litoral Centro and Concessão Atlântico) and that take the Traffic Support Agreement between the shareholders of Brisal into consideration the respective current traffic projections. and the financing banks, to provide additional capital to that subsidiary. The valuation of the abovementioned contracts was made in accordance with the discounted cash flow method, considering the remaining period of each concession and a WACC rate of 6.4% and 7%, respectively, for the Concessão Litoral Centro and Concessão 21. PROVISIONS Atlântico to discount the referred cash flows. The changes in provisions in the years ended 31 December 2010 and 2009 are as follows:
2010 EFFECT OF CAPITAL BEGINNING FINANCIAL INCREASE ENDING CAPTIONS BALANCE INCREASE UTILISATION DECREASE REVISION IN KIND (NOTE 3) BALANCE PROVISIONS: LITIGATION IN PROCESS 3 290 - - (199) - (2 972) 119 INVESTMENTS IN ASSOCIATED COMPANIES (NOTES 6 AND 20) - 24 850 - - - - 24 850 PROVISION FOR THE REPAIR AND REPLACEMENT OBLIGATIONS 115 730 15 559 (11 421) - 3 764 (123 632) - OTHER RISKS AND CHARGES 21 230 112 502 (10 871) - - - 122 861 140 250 152 911 (22 292) (199) 3 764 (126 604) 147 830
2009 EFFECT OF BEGINNING BEGINNING RESTATEMENT BALANCE FINANCIAL ENDING CAPTIONS BALANCE (NOTE 29) RESTATED INCREASED UTILISATION REVISION BALANCE
PROVISIONS: LITIGATION IN PROCESS 3 210 - 3 210 80 - - 3 290 INVESTMENTS IN ASSOCIATED COMPANIES (NOTES 6 AND 20) 109 473 (109 473) - - - - - PROVISION FOR THE REPAIR AND REPLACEMENT OBLIGATIONS - 106 642 106 642 17 358 (12 053) 3 783 115 730 OTHER RISKS AND CHARGES 667 - 667 20 563 - - 21 230 113 350 (2 831) 110 519 38 001 (12 053) 3 783 140 250
The provision for litigation in process is to cover liabilities estimated by the Board of Directors, based on information from the lawyers, resulting from actions brought against the Company relating to motor accidents, losses caused by the construction of motorways and labour claims. The claims against the Company totalled approximately 1 754 thousand Euros at 31 December 2010 and the provision corresponds to the Board of Directors’ best estimate of the amount of such liabilities.
The provision for other risks and charges includes 121 129 thousand Euros corresponding to the Board of Directors’ current estimate of the amount of the potential losses to be incurred by the Company on the Douro Litoral Concession, resulting from commitments assumed under agreements entered into with the respective constructing Consortium DLACE. 114
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(c) This caption corresponds to accrued vacation pay, vacation subsidy and performance bonus payable to the employees. 22. OTHER CURRENT (d) Corresponds to the changes in the assets and liabilities LIABILITIES transferred through the capital increase in kind in BCR (note 3), in the amount of 3 226 thousand Euros that, as of 31 December 2010, had not yet been invoiced by BCR. At 31 December 2010 and 2009 this caption was made up as follows:
2010 2009 ACCRUED COSTS: INCENTIVE PLAN (a) 32 872 6 624 EFFECT OF COMPENSATION FOR INFRASTRUCTURE COSTS (b) 8 335 - ACCRUED REMUNERATION (c) 5 987 4 277 ACCRUED AMOUNTS RELATED TO BRISA'S CONCESSION TRANSFER (d) 3 226 - ACCRUED FINANCIAL EXPENSES 213 242 OTHER ACCRUED COSTS 1 607 2 123 52 240 13 266 DEFERRED INCOME: PREPAID INCOME FROM SERVICE AREAS - 2 469 COMPENSATION FOR OPERATING LOSSES - 1 572 OTHER DEFERRED INCOME -43 - 4 084 STATE AND OTHER PUBLIC ENTITIES: CORPORATE INCOME TAX PAYABLE PAYMENT ON ACCOUNT (1 609) (3) INCOME TAX WITHHELD (1 912) (2 000) ESTIMATED INCOME TAX (e) 4 929 2 069 PAYABLE TAX 5 615 - PERSONAL INCOME TAX: INCOME TAX WITHHELD 167 684 VALUE ADDED TAX 23 143 11 505 SOCIAL SECURITY CONTRIBUTIONS 133 859 FINES - 1 107 OTHERS 271 544 30 737 14 765 OTHER CREDITORS: BANCO SANTANDER TOTTA, S.A. 16 970 - SRTGC (NOTE 12) 7 050 210 OTHERS 2 599 12 561 26 619 12 771 109 596 44 886
(a) This caption includes the liability relating to the commitment to (e) This caption includes the income tax estimate of Brisa from repurchase treasury shares under the incentive plan (Note 25). continuing operations, in the amount of 618 thousand Euros (Note 7) and from discontinued operations in the amount of 3 (b) Corresponds to the compensation of the incurred costs with the 416 thousand Euros, plus the balance of the remaining group road infrastructure in the amount of 8 335 thousand Euros that, companies included in the RETGS in the amount of 895 as of 31 December 2010, had not yet been invoiced by BCR. thousand Euros (Note 12). 115
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23. CONTINGENT ASSETS AND LIABILITIES
At 31 December 2010 and 2009 the Company had the following bank guarantees given to third parties:
2010 2009 AEDL (a) 283 828 314 823 AEBT (a) 21 918 22 753 ELOS (a) 21 195 13 785 AELO (a) 9 763 13 521 BRISAL (a) - 3 115 NWP (b) 46 042 - EP - ESTRADAS DE PORTUGAL (BASE XX OF BAE'S CONCESSION CONTRACT AND BASE LXVII OF BRISAL'S CONCESSION CONTRACT) - 53 900 BANK GUARANTEES IN FAVOUR OF THE COURTS (c) - 3 667 OTHER GUARANTEES GIVEN TO THIRD PARTIES 25 351 10 053 408 097 435 617
(a) This amount corresponds to bank guarantees given by Brisa, to guarantee compliance with the Capital Subscription and Realisation Agreement of each of the mentioned entities.
(b) his amount corresponds to a bank guarantee given by Brisa, in order to ensure the compliance with one of the loan contracts of NWP (the Guaranteed Loan Agreement), issued in the amount of 61 521 thousand USD.
(c) This amount corresponds to bank guarantees given by Brisa to several courts under real estate expropriation processes.
The shareholders of the companies financed under Project Finance (AEDL – Auto-Estradas do Douro Litoral, S.A. (“AEDL”), Auto- Estradas do Atlântico, S.A. (“AEA”), Northwest Parkway LLC (“NWP”), AEBT – Auto-Estradas do Baixo Tejo, S.A. (“AEBT”) and AELO - Auto Estradas do Litoral Oeste, S.A. (“AELO”)) have pledged their participations in favour of the financing entities.
Under the Traffic Support Agreement between the shareholders of Brisal and the financing entities, Brisa is committed, under certain circumstances, to inject in Brisal an amount that could reach 24 836 thousand Euros (Note 21). 116
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exceed 17% of the gross remuneration at the date of retirement and the sum of the pension supplement plus that attributed by the 24. PENSION LIABILITIES Social Security can also not exceed such gross remuneration. In the case of death of the beneficiary, the plan also gives, in DEFINED BENEFIT PLAN certain conditions, the surviving spouse, children or equivalent, the right to a supplementary survivor pension, corresponding to 50% Brisa and some of its subsidiaries have a supplementary of the supplementary retirement pension that the beneficiary was retirement, incapacity and survivor pension plan, under which their receiving. employees reaching retirement age at the service of the Company and of some of its subsidiaries and that have been in their service The liability resulting from the above mentioned scheme was for at least ten years, as well as those that have been in their transferred to an autonomous pension fund. The liability is service for at least five years and are in a situation of incapacity, determined half yearly based on actuarial studies prepared by have the right to a retirement pension supplementary to that independent experts, the last available being as of 31 December guaranteed by the Social Security. 2010.
The benefit defined in the pension plan corresponds to 7% of the The actuarial studies as of 31 December 2010 and previous years gross remuneration at the date of retirement, plus 0.5% for each were prepared using the Projected Unit Credit method and the year of service after the tenth year. Also, in accordance with the following assumptions and technical bases: pension plan in force, the retirement pension supplement cannot
2010 2009 2008 2007 ACTUARIAL TECHNICAL RATE 5.00% 5.50% 5.50% 4.85% ANNUAL FUND INCOME RATE 5.00% 5.50% 5.50% 4.85% ANNUAL SALARY GROWTH RATE 3.15% 3.15% 3.15% 3.0% ANNUAL PENSION GROWTH RATE 0% 0% 2.15% 0% 117
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In addition, the demographic assumptions considered as of 31 December 2010 and previous years were as follows:
2010 2009 2008 2007 MORTALITY TABLES TV 88/90 TV 88/90 TV 88/90 TV 88/90 INCAPACITY TABLES EKV80 EKV80 EKV80 EKV80
In accordance with the actuarial studies the cost of the retirement pension supplements for the years ended 31 December 2010 and previous years is as follows:
2010 2009 2008 2007 CURRENT SERVICE COST 183 766 545 354 FINANCIAL COST FOR THE YEAR 218 704 425 335 ACTUARIAL GAINS AND LOSSES 479 (3 525) 2 996 2 075 INCOME OF THE FUND (1 456) (627) 671 (77) (576) (2 682) 4 637 2 687
As a result of the policy adopted by the Company (Note 2.15), and as permitted by IAS 19, the actuarial gains and losses are recorded directly in reserves.
As mentioned earlier, the liability for the payment of the above mentioned social benefits was transferred to an autonomous pension fund, to which the Company makes regular contributions to cover that liability.
The difference between the present value of liability and the market value of fund’s assets at 31 December 2010 and previous years is as follows:
2010 2009 2008 2007 PRESENT VALUE OF THE PROJECTED LIABILITY 4 725 3 864 12 131 8 287 MARKET VALUE OF THE FUND (1 918) (481) (6 066) (6 859) 2 807 3 383 6 065 1 428 118
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The excess of the market value of the fund’s assets in relation to - Recognition of a benefit which, in accordance with IFRS 2, is the present value of the liability is reflected as a non-current asset. understood as being granted to the employees and directors resulting from the increase in value of the shares. Recognition of DEFINED CONTRIBUTION PLAN this benefit, due to characterisation of the plan as “a benefit granted based on shares and settled with equity instruments” The management and directors have the benefit of a defined under the provisions of IFRS 2, has resulted in the recording of contribution supplementary retirement pension, the Company personnel costs and an increase in equity. This recognition is having assumed the commitment to pay an insurance company repeated over the period to confirmation of the right for the 10% of the respective basic annual remuneration. The premiums beneficiaries to sell the shares, based on measuring the fair value for the years ended 31 December 2010 and 2009, reflected under of the benefit at the inception of the plan. the caption “Personnel costs”, amounted to 409 thousand Euros and 430 thousand Euros, respectively. In the year ended 31 December 2010, due to the expiration of the first tranche of employees’ plan, corresponding to 20% of the shares issued and the early settlement of the rights held by employees who left the Company, was assumed the responsibility, 25. INCENTIVE PLAN previously recognized, for the repurchase of a total of 794 000 shares previously sold, which was settled in net terms by The Shareholders’ General Meeting held on 10 March 2006 2 899 thousand Euros. authorised the Board of Directors to create a new management incentive plan through the approval of regulations for the In the year ended 31 December 2010, as a result of the recording acquisition of shares. Consequently, the conditions of the new of the incentive plan, there was an increase in the caption Legal General Incentives Plan and Regulations for the Acquisition of and other reserves corresponding to: Shares (Plano Geral de Incentivos e Regulamento de Aquisição de Acções - “Plan”) were defined, under which the beneficiaries can acquire Brisa shares at market price, funded by bank loans.
As a result of exercising all the rights to acquire Brisa shares, in the year ended 31 December 2006 the beneficiaries of the plan acquired 5 105 000 shares at a cost of 40 789 thousand Euros, EXPIRATION OF THE COMMITMENT TO corresponding to a market price of 7.99 Euros per share. In REPURCHASE TREASURY SHARES (a) 3 942 addition, as a result of extending the plan, in the year ended 31 December 2007 the beneficiaries acquired 106 250 shares at a cost BENEFITS GRANTED TO EMPLOYEES UNDER of 1 063 thousand Euros corresponding to a market price of 10 THE INCENTIVES PLAN 563 Euros per share. In the year ended 31 December 2008 the plan was 4 505 renewed as regards the part to which the directors are entitled, following the maturity of the previously established plan. Under the terms of the new plan, in the year ended 31 December 2008 the beneficiaries acquired 2 255 000 shares for 21 300 thousand (a) This amount corresponds to the difference between the Euros, corresponding to a market price of between 9.40 and 9.56 financial liability previously recognised, corresponding to the Euros per share. commitment to repurchase treasury shares under the incentive plan and the amount effectively paid, resulting from the net In accordance with the current Plan such shares cannot be traded settlement of that commitment by the difference between the while the right to sell and use them has not been confirmed, based repurchase amount of those shares and their market value. on an assessment of performance to occur on the following dates: • Directors 26. MANAGEMENT OF - Totally in September 2011 FINANCIAL RISKS • Employees - 20% in April 2009 GENERAL PRINCIPLES - 30% in April 2010 As with the majority of companies, Brisa in its business is exposed - 50% in April 2011 to several financial risks resulting from its activity. Also noteworthy is the counterparty risk that the Company is exposed as a In accordance with IAS 32 and IFRS 2, in addition to recording the consequence of the risk hedging operations and of the financial sale of the above shares, the transactions related to the incentive applications operations. plan have the following impact on the financial statements: All financial risk management operations involving the use of - Recognition of a liability corresponding entry to reserves, relating derivative financial instruments are approved in advance by the to the present value of the liability to repurchase the shares under Financial Director or the Executive Commission. the above mentioned conditions, subject to financially updating (Note 22). Following is a more detailed description of Company’s main financial risks and measures implemented to manage them. 119
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INTEREST RATE RISK COUNTERPARTY RISK
The objective of interest rate risk management is to minimise the The application of cash surpluses and the majority of operations cost of debt by keeping the volatility of financial costs at a low involving derivative financial instruments expose the Company to level. the risk of non compliance by the counterparties in these operations. So as to mitigate this risk the Company’s Financial On 31 December 2010, Brisa does not have any outstanding loans Management maintains permanent control of the level of exposure as the existing loans were transferred to BCR as part of the to each counterparty, and counterparty credit limits are defined corporate reorganization process of the Brisa Group (during the based on their rating levels. month of December). PROJECT FINANCE CREDIT RISK The Brisa Group has the policy of competing, within consortiums, Credit risk relates to trade and other accounts receivable. Although for new domestic and international road infrastructure limited, due to the nature of the Company’s main operations concessions. In greenfield domestic projects it has favoured (motorway concessions), the risk in the various businesses is partnerships with construction sector companies, which assume monitored on a regular basis with the objective of: the construction risk of such projects.
- monitoring evolution of the level of balances receivable; Project finance has been used to fund these projects, with the clear - reviewing the recoverability of amounts receivable on a regular objective of separating, in operating, financial and legal terms, basis. Brisa’s operations resulting from the original concession contract, from the operations of these new projects. For each project a The changes in impairment of accounts receivable are disclosed in company is founded with its own funding structure, without the Note 20.At 31 December 2010, the Board of Directors believes that creditors resorting to Brisa’s cash flows or assets (other than the the estimated impairment losses on accounts receivable are normal stand-by equity guarantees given under the projects, the adequately provided for in the financial statements. amounts of which are known from the beginning). Therefore the risk assumed by Brisa is limited to the amount of equity allocated Accounts receivable at 31 December 2010 and 2009 include the to the project and the above mentioned guarantees. following overdue balances, for which the Board of Directors has not recognised impairment losses as it believes that they are receivable:
2010 2009 OVERDUE BALANCES: UP TO 90 DAYS 994 1 209 FROM 90 TO 180 DAYS 6 201 FROM 180 TO 360 DAYS 95 1 317 MORE THAN 360 DAYS 19 2 025 1 114 4 752 120
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
27. RELATED PARTIES
The principal balances receivable from and payable to other related entities as of 31 December 2010 and 2009 are as follows:
SUPPLIERS OF TRADE RECEIVABLES TRADE PAYABLES FIXED ASSETS OTHER RECEIVABLES 2010 2009 2010 2009 2010 2009 2010 2009 EFACEC GROUP 71 78 32 3 416 - 16 - - M DADOS – SISTEMAS DE INFORMAÇÃO, S.A. - - - 64 - - 93 - SAGIES - SOCIEDADE DE ANÁLISE E GESTÃO DE INSTALAÇÕES E EQUIPAMENTOS SOCIAIS, S.A. - - 11 22 - - - - JOSÉ DE MELLO, SGPS, S.A. ------3 3 71 78 43 3 502 - 16 96 3
In addition, the main transactions carried out with other related entities in the years ended 31 December 2010 and 2009 are as follows:
TANGIBLE FIXED OPERATING OPERATING ASSETS EXPENSES INCOME 2010 2009 2010 2009 2010 2009 EFACEC GROUP 64 504 115 12 564 393 411 M DADOS – SISTEMAS DE INFORMAÇÃO, S.A. - - 515 281 - - SAGIES - SOC. DE ANÁLISE E GESTÃO DE INSTALAÇÕES E EQUIPAMENTOS SOCIAIS, S.A. - - 13 34 - - EID – EMPRESA DE INVESTIGAÇÃO E DESENVOLVIMENTO DE ELECTRÓNICA, S.A. - - - 4 - - JOSÉ DE MELLO, SGPS, S.A. - - - 3 - - 64 504 643 12 886 393 411 121
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Remuneration of the members of the Company’s corporate boards in the years ended 31 December 2010 and 2009 was as follows:
2010 2009 EXECUTIVE DIRECTORS: FIXED REMUNERATION 1 926 1 943 VARIABLE REMUNERATION 737 926 DEFINED BENEFITS 272 272 NON EXECUTIVE DIRECTORS: FIXED REMUNERATION 649 573 SUPERVISORY BOARD 130 130 3 714 3 844
Remuneration of the key members of the Company’s management in the years ended 31 December 2010 and 2009 was as follows:
2010 2009 MANAGEMENT KEY MEMBERS: FIXED REMUNERATION 3 499 3 577 VARIABLE REMUNERATION 135 811 DEFINED BENEFITS 553 219 4 187 4 607
28. APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements for the year ended 31 December 2010 were approved by the Board of Directors on 18 March 2011. 122
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
• Set up of provision resulting from the contractual obligation to keep or reinstate certain service levels, including in particular, 29. FIRST APPLICATION the planned resurfacing. This provision is set up for each sub- stretch throughout the period between intervention works; OF INTERNATIONAL • Financial revision of the provision mentioned hereinabove at FINANCIAL REPORTING each period, recorded as against a financial expense;
STANDARS • The re-classification of the infrastructure’s initial construction amount from tangible fixed assets into intangible asset was The Company as adopted the International Financial Reporting made without changing the initial measuring, in accordance Standards in the preparation and presentation of its financial with IFRIC 12 interim provisions, which do not require their statements in 2010, applying for the effect the “IFRS1–First-time backdated application; Adoption of International Financial Reporting Standards”, with effective date for the presentation of these financial statements as • Recognition of revenue and costs associated to the of 1 January 2009. construction service, in accordance with IFRS12;
The adoption of IFRS had as main impacts the following ones: • Impacts of the adoption of IFRIC 12 as of 1 January 2009 were recorded in retained earnings. • Investments in subsidiaries – the investments in subsidiaries and associates are now measured in accordance with the cost • Deferred costs – up to 31 December 2009, Brisa recorded the method. According to POC, these investments were stated by the amounts already paid to the State as a result of prior equity method, therefore this difference in the valuation method renegotiations of the concession agreement, namely those led to changes in the respective accounting values of the associated to the extension of the concession period, as deferred investments. The investments in subsidiaries and associates costs. In accordance with the IFRS, these amounts represent a were subject to impairment tests by comparing the original contractual right and were therefore classified as other acquisition cost with the fair value at each reporting period and intangible assets. the identified impairment losses were recorded when appropriate. • Government grants – in accordance with POC, Brisa recorded the amount of the financial contributions received from the State for • The Company has adopted IFRIC 12 and, therefore, the main the investments in motorways (government grants) as deferred impacts are as follows: revenue. For IFRS purposes, the Company adopted the alternative treatment allowed in IAS 20, and netted off the government • The infrastructure (motorway stretches) ceased to be grants to the carrying amount of the related assets. Furthermore, recognised as revertible tangible fixed asset to the extent that instead of recognizing an operational revenue, the grants are it is considered that under the terms of the concession recognized in the income statement by way of a reduced contracts, the concessionaire is granted the right to use the depreciation expense. concession, but does not control it since: - The concession grantor controls the use of the infrastructure • Own works for the Company – in accordance with POC, the and rendered services (respective terms), and Company capitalized, through the recognition of revenue of own - The infrastructure reverts to the concession grantor at the works to the Company, several costs related to investments in end of the contract; tangible fixed assets during the constructions stage. With the adoption of the IFRS, the capitalization of such costs is performed • The investment amount initially spent in the construction of the directly and not reflected in the statement of comprehensive infrastructure, formerly recognised as fixed revertible tangible income. asset was reclassified as intangible asset, net of corresponding accumulated depreciation taking into account the period • Extraordinary results – the IFRS do not address the existence of already elapsed up to the end of the concession contract, extraordinary costs and revenue. Consequently, the amounts corresponding to the contractual right to use the infrastructure previously presented as extraordinary items in the income and for the provision of the public service, remunerated according cash flows statements have been reclassified according to their to its use. It should be mentioned that the concession contracts natures. entered by Brisa and its subsidiaries, do not establish any unconditional right to receive cash or other financial asset from The effects in the statement of financial position, as of 1 January the grantor, a situation which would determine the recognition 2009, of the conversion of financial statements prepared in of a financial asset. accordance with the Portuguese generally accepted accounting principles ("POC") to the financial statements restated in • De-recognition of the net value of intervention works made in accordance with International Financial Reporting Standards the infrastructure, formerly capitalized in the value of the Financial Standards (“IFRS”) in force on 1 January 2010, are stretches (tangible fixed asset), which did not correspond to detailed as follows: expansion or increase in capacity; 123
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
01.01.2009 ADJUSTMENTS OF TRANSITION POC TO IFRS IFRS NON-CURRENT ASSETS: TANGIBLE FIXED ASSETS 16 766 53 733 70 499 REVERTIBLE TANGIBLE FIXED ASSETS 3 536 534 (3 536 534) - INTANGIBLE ASSETS 349 144 2 828 393 3 177 537 INVESTMENTS IN ASSOCIATES 636 433 (350 482) 285 951 OTHER INVESTMENTS 317 98 415 GOODWILL 789 (789) - DEFERRED TAX ASSETS 137 513 31 370 168 883 TOTAL NON-CURRENT ASSETS 4 677 496 (974 211) 3 703 285
CURRENT ASSETS: INVENTORIES 1 163 - 1 163 TRADE AND OTHER RECEIVABLES 33 114 - 33 114 GROUP COMPANIES 57 409 3 385 60 794 CASH AND CASH EQUIVALENTS 22 282 - 22 282 OTHER CURRENT ASSETS 123 223 (74 281) 48 942 TOTAL CURRENT ASSETS 237 191 (70 896) 166 295
TOTAL ASSETS 4 914 687 (1 045 107) 3 869 580
SHAREHOLDERS' EQUITY: SHARE CAPITAL 600 000 - 600 000 TREASURY SHARES - NOMINAL VALUE (23 483) - (23 483) TREASURY SHARES - DISCOUNTS AND PREMIUMS (152 629) - (152 629) ADJUSTMENTS OF INVESTMENTS IN SUBSIDIARY AND ASSOCIATED COMPANIES (117 804) 117 804 - LEGAL RESERVES 433 329 4 186 437 515 RETAINED EARNINGS 414 255 (450 589) (36 334) NET PROFIT FOR THE YEAR 146 320 - 146 320 TOTAL SHAREHOLDERS' EQUITY 1 299 988 (328 599) 971 389
NON-CURRENT LIABILITIES: LOANS 2 123 119 (4 634) 2 118 485 PENSION LIABILITIES - 6 497 6 497 PROVISIONS 113 350 (2 831) 110 519 OTHER NON-CURRENT LIABILITIES 796 227 (687 303) 108 924 DEFERRED TAX LIABILITIES - 41 41 TOTAL NON-CURRENT LIABILITIES 3 032 696 (688 230) 2 344 466
CURRENT LIABILITIES: TRADE PAYABLES 17 412 - 17 412 LOANS 416 849 13 321 430 170 GROUP COMPANIES 693 - 693 SUPPLIERS OF TANGIBLE FIXED ASSETS 26 346 - 26 346 OTHER CURRENT LIABILITIES 120 703 (41 599) 79 104 TOTAL CURRENT LIABILITIES 582 003 (28 278) 553 725
TOTAL EQUITY AND LIABILITIES 4 914 687 (1 045 107) 3 869 580 124
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
The detail of the adjustments in equity, reported to 1 January 2009, for the purpose of the transition to the IFRS, is as follows:
01.01.2009 SHAREHOLDERS' EQUITY - POC 1 299 988
TRANSITION ADJUSTMENTS: INVESTMENTS IN SUBSIDIARIES - REPOSITION OF ACQUISITION COST (186 995) IMPACTS OF ADOPTION OF IFRIC 12 (82 101) IMPAIRMENTS (54 705) PENSION BENEFITS (4 458) SECURITISATION OF FUTURE RECEIVABLES (339) GOVERNMENT GRANTS (115) BORROWING COSTS 114 (328 599) SHAREHOLDERS' EQUITY - IFRS 971 389
Furthermore, the reconciliations between the equity in accordance with POC and in accordance with IFRS on 31 December 2009, as well as the reconciliation between the respective net profits of the year then ended are as follows:
31.12.2009 SHAREHOLDERS' EQUITY - POC 1 344 231 TRANSITION ADJUSTMENTS: (328 599) ADJUSTMENTS OF PERIOD IN THE INCOME STATEMENT: IMPAIRMENTS (79 982) GROUP COMPANIES (35 870) IMPACTS OF ADOPTION OF IFRIC 12 (6 301) PENSION BENEFITS (2 591) SECURITISATION OF FUTURE RECEIVABLES (146) GOVERNMENT GRANTS 44 BORROWING COSTS 28 (124 818) ADJUSTMENTS OF PERIOD IN ADJUSTMENTS IN RESERVES: PENSION BENEFITS 2 591 ADJUSTMENTS OF PERIOD IN ADJUSTMENTS ON EQUITY PARTICIPATION: (68 188) ADJUSTMENTS OF PERIOD IN RETAINED EARNINGS: GROUP COMPANIES 708 PENSION BENEFITS 4 458 5 166 SHAREHOLDERS' EQUITY - IFRS 830 383 125
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Due to the identified adjustments, the statement of financial position in 31 December 2009, restated in accordance with the IFRS, is as follows:
31.12.2009 ADJUSTMENTS OF TRANSITION POC TO IFRS IFRS NON-CURRENT ASSETS: TANGIBLE FIXED ASSETS 14 531 38 923 53 454 REVERTIBLE TANGIBLE FIXED ASSETS 3 473 680 (3 473 680) - INTANGIBLE ASSETS 334 842 2 805 599 3 140 441 INVESTMENTS IN ASSOCIATES 834 003 (600 026) 233 977 OTHER INVESTMENTS 912 419 1 331 DEFERRED TAX ASSETS 97 046 32 073 129 119 TOTAL NON-CURRENT ASSETS 4 755 014 (1 196 692) 3 558 322
CURRENT ASSETS: INVENTORIES 25 - 25 TRADE AND OTHER RECEIVABLES 37 759 - 37 759 SHAREHOLDERS 65 598 6 165 71 763 OTHER CURRENT ASSETS 91 873 (74 180) 17 693 CASH AND CASH EQUIVALENTS 34 157 - 34 157 229 412 (68 015) 161 397 NON-CURRENT ASSETS HELD FOR SALE - 5 5 TOTAL CURRENT ASSETS 229 412 (68 010) 161 402
TOTAL ASSETS 4 984 426 (1 264 702) 3 719 724
SHAREHOLDERS' EQUITY: SHARE CAPITAL 600 000 - 600 000 TREASURY SHARES - NOMINAL VALUE (23 483) - (23 483) TREASURY SHARES - DISCOUNTS AND PREMIUMS (152 629) - (152 629) ADJUSTMENTS OF INVESTMENTS IN SUBSIDIARY AND ASSOCIATED COMPANIES (49 616) 49 616 - LEGAL RESERVES 402 401 6 777 409 178 RETAINED EARNINGS 409 089 (445 423) (36 334) NET PROFIT FOR THE YEAR 158 469 (124 818) 33 651 TOTAL SHAREHOLDERS' EQUITY 1 344 231 (513 848) 830 383
NON-CURRENT LIABILITIES: LOANS 2 056 974 (3 540) 2 053 434 PENSION LIABILITIES - 3 383 3 383 PROVISIONS 199 090 (58 840) 140 250 OTHER NON-CURRENT LIABILITIES 761 663 (660 075) 101 588 DEFERRED TAX LIABILITIES - 51 51 TOTAL NON-CURRENT LIABILITIES 3 017 727 (719 021) 2 298 706
CURRENT LIABILITIES: TRADE PAYABLES 25 524 - 25 524 LOANS 485 556 10 151 495 707 GROUP COMPANIES 714 - 714 SUPPLIERS OF TANGIBLE FIXED ASSETS 23 804 - 23 804 OTHER CURRENT LIABILITIES 86 870 (41 984) 44 886 TOTAL CURRENT LIABILITIES 622 468 (31 833) 590 635
TOTAL EQUITY AND LIABILITIES 4 984 426 (1 264 702) 3 719 724 126
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
30. STATUTORY OFFICIAL AUTODITOR FEES
The remuneration of the Statutory Official Auditor for the year ended 31 December 2010 amounted to 35 thousand Euros.
31. NOTE ADDED FOR TRANSLATION
These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
S. Domingos de Rana, 18 March 2011
The Accountant, Registered under nº 62018
João Rodrigues
THE BOARD OF DIRECTORS
Vasco Maria Guimarães José de Mello João Pedro Stilwell Rocha e Melo João Pedro Ribeiro de Azevedo Coutinho João Afonso Ramalho Sopas Pereira Bento António José Nunes de Sousa António José Fernandes de Sousa António Nogueira Leite Salvador Alemany Más Martin Wolfgang Johannes Rey Luís Manuel de Carvalho Telles de Abreu Rui Alexandre Pires Diniz João Vieira de Almeida Daniel Alexandre Miguel Amaral 127
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES REPORT AND OPINION OF THE SUPERVISORY BOARD ON THE PRESENTATION OF THE FINANCIAL STATEMENTS
1. In accordance with legal and statutory provisions, the 6. The Supervisory Board assessed the activity developed and the Supervisory Board issues this Report and Opinion on the methodology followed by the External Auditor, which it deem Management Report and other accounting documents of BRISA adequate and was informed of the main conclusions of the work - Auto-Estradas de Portugal, S.A. that have been presented by its carried out, which were analysed jointly with the External Board of Directors for the 2010 financial year. Auditor and which it deemed in overall terms, in accordance with its own perception on the subject. 2. Throughout the year under review, the Supervisory Board followed the management and the evolution of Company's 7. The Supervisory Board expresses its appreciation for the businesses, having held regular meetings which included, as a collaboration received from the Board of Directors, the Official rule, the presence of the Director for financial affairs, the Auditor, the External Auditor and Services in general. Corporate Secretary and the Official Auditor, entities with whom this Board kept a close collaboration. It also participated in the OPINION meeting of the Board of Directors that approved the management report and had access to the minutes of the In view of the foregoing, the Supervisory Board is of the opinion meetings of this governing body and to all financial and that the conditions are met for the General Meeting of Brisa – management accounting documents.The Supervisory Board was Auto-Estradas de Portugal, SA to approve: not aware of any situation violating legal and statutory rules. a) The Board of Directors' Report and the Financial Statements for 3. With the periodicity deemed suitable, the Supervisory Board 2010. performed the duties provided in Article 420 of the Companies Code; namely, it assessed the accounting principles and b) The Proposal for the Allocation of Net Income submitted by the valuation criteria used in the preparation of the financial Board of Directors in its Management Report. information, which it deemed adequate and it followed the implementation of the risk management system, the SUPERVISORY BOARD'S STATEMENT development of internal audit actions and the efficiency of the internal control system. As expressly requested by the Securities Commission (CMVM), the members of the Supervisory Board hereby warrant that, as far as 4. The Supervisory Board considers that the Board of Directors’ they are aware, the information contained in the Management report and the financial statements for the year ended as of 31 Report, Balance Sheet and Income Statements relating to 2010 was December 2010 (balance sheet, income and cash flow drawn up in compliance with the applicable accounting standards statements, the statement of changes in equity and the notes to and regulations, and that it gives a true and fair view of the the financial statements) provide an adequate view of the Company's assets and liabilities, financial situation and results and Company's equity at the end of the financial year and provide a faithfully describes the development of its businesses, the clear understanding of how profit and losses originated and performance and situation of the Company and the main risks and how the business evolved. The financial information referred uncertainties it faces. hereinabove is sustained by adequate accounting records and documents and was adequately prepared. São Domingos de Rana, 21 March 2011.
5. The Supervisory Board assessed the legal certification of the THE SUPERVISORY BOARD financial statements issued by the Official Auditor under the terms of the law, which deserved its agreement; it analysed the Francisco Xavier Alves (Chairman) annual audit report issued by the Official Auditor and the audit Tirso Olazábal Cavero (Member) work developed, which in its opinion, was carried out with full Joaquim Patrício da Silva (Member) independence. 128
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LEGAL CERTIFICATION OF THE ACCOUNTS
INTRODUCTION 6. We consider that the conducted examination provides an acceptable basis for the expression of our opinion. 1. We have examined the financial statements of Brisa – Auto- Estradas de Portugal, S.A., which comprise the statement of OPINION financial position at December 31, 2010 (showing a total of EUR 1 428 703 thousand and total equity of EUR 1 160 616 7. In our opinion, the mentioned financial statements present, in a thousand including a net income for the year attributable to the true and appropriate manner, in all materially relevant respects, equity holders, of EUR 501 427 thousand), the separate the financial position of Brisa – Auto-Estradas de Portugal, S.A. statements of results, comprehensive income, the changes in as of December 31, 2010, net income from its operations, cash equity and the cash flow statements for the financial year flows and changes in equity in the financial year ending on that ending on that date as well as the notes to the financial date in accordance with International Financial Reporting statements. Standards (IAS/IFRS) as adopted by the European Union.
RESPONSIBILITIES REPORT ON OTHER LEGAL REQUIREMENTS
2. It is the responsibility of the board of directors to prepare such 8. It is also our opinion that the information in the management financial statements that will present in a true and appropriate report is consistent with the financial statements for the year. manner the financial position of the Company, the results from its operations and cash flows as well as to adopt adequate EMPHASIS accounting principles and policies and maintain appropriate internal control systems. 9. Without affecting the opinion expressed in paragraph 7 and 8 above, we draw attention to the following subject: 3. Our responsibility consists of expressing a professional and independent opinion, based on our examination of the 9.1. As mentioned in Notes 2 and 29 of the Notes to the mentioned financial statements. Financial Statements, these statements were for the first time, drawn up in accordance with International Financial SCOPE Reporting Standards(IAS/IFRS) as adopted by the European Union, this transition having produced a negative impact 4. Our examination has been conducted in accordance with the on equity as of transition date (01/01/2009), in the amount technical standards and auditing guidelines of the Portuguese of EUR 328,599 thousand. chartered accountants’ society, that require that the examination shall be planned and executed with a view to 9.2. As mentioned in the Introduction and Note 3 of the Notes obtaining an acceptable degree of comfort about the absence of to the Financial Statements, on 22 December, in materially relevant distortions in the financial statements. To accordance with the corporate reorganization of the Brisa that end, our examination has included: Group, the Brisa Concession was transferred to a newly incorporated subsidiary (BCR – Brisa Concessão - the verification by sampling of the basis for the amounts and Rodoviária, S.A.), jointly with a number of assets and disclosures contained in the financial statements as well as liabilities allocated to the said concession, as detailed in the evaluation of the estimates used in their preparation, Note 3, which represented a contribution in kind in the based on judgments and criteria defined by the board of amount of EUR 429 570 thousand to pay up shares in the directors; share capital of BCR, in the nominal amount of EUR 74 825 - the verification of consolidation practices and the application thousand, with a share premium of EUR 354 745 of the equity method; thousand. - the evaluation of the adequacy of adopted accounting principles, their unbiased application and disclosure, in view of Lisbon, March 21, 2011 the circumstances; - the verification of the applicability of the continuity principle; and ALVES DA CUNHA, A. DIAS & ASSOCIADOS - the evaluation of the overall adequacy of the presented Sociedade de Revisores Oficiais de Contas financial statements. represented by José Duarte Assunção Dias
5. Our examination has also comprised the verification that the financial information contained in the management report is consistent with the financial statements. 129
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
AUDITORS’ REPORT SEPARATE FINANCIAL STATEMENTSI
(Translation of a report originally issued in Portuguese) assessing the significant estimates, based on judgments and criteria defined by the Board of Directors, used in their INTRODUCTION preparation. The audit also included assessing the adequacy of the accounting policies used and their disclosure, taking into 1. Pursuant to the article 245 of Portuguese Securities Market consideration the circumstances, verifying the applicability of Code, we hereby present our Auditors’ Report on the financial the going concern concept, assessing the adequacy of the information contained in the Board of Directors’ Report and the overall presentation of the financial statements and assessing accompanying financial statements of Brisa – Auto-Estradas de that, in all material respects, the information is complete, true, Portugal, S.A. (“the Company”) for the year ended 31 December timely, clear, objective and licit. Our audit also included verifying 2010, which comprise the statement of financial position as of that the information included in the Board of Directors’ Report 31 December 2010 (that presents a total of 1 428 703 thousand is consistent with the financial statements as well as the Euros and shareholders’ equity of 1 160 616 thousand Euros provisions set out in paragraphs 4 and 5 of Article 451 of the including a net profit of 501 427 thousand Euros), the Commercial Companies Code (“Código das Sociedades statements of comprehensive income, of changes in Comerciais”). We believe that our audit provides a reasonable shareholders’ equity and of cash flows for the year then ended basis for expressing our opinion. and the corresponding notes. OPINION RESPONSIBILITIES 5. In our opinion, the financial statements referred to in paragraph 2. The Company’s Board of Directors is responsible for: (i) the 1 above, present fairly in all material respects for the purposes preparation of financial statements that present a true and fair explained in paragraph 8 below, the financial position of view of the financial position of the Company, the Brisa – Auto-Estradas de Portugal, S.A. as of 31 December 2010 comprehensive income of its operations, the changes in and the comprehensive income of its operations, the changes on shareholders’ equity and its cash flows; (ii) the preparation of its shareholders’ equity and its cash flows for the year then historical financial information in accordance with the ended, in conformity with International Financial Reporting International Financial Reporting Standards as adopted by the Standards as adopted by the European Union and the financial European Union, which is complete, true, timely, clear, objective information contained therein is, under the terms of the and licit, as required by the Portuguese Securities Market Code; definitions included in the auditing standards referred to in (iii) the adoption of adequate accounting policies and criteria paragraph 4 above, complete, true, timely, clear, objective and and the maintenance of an appropriate system of internal licit. control and; (iv) the disclosure of any significant facts that have influenced its operations, financial position or comprehensive Emphasis of a matter income of operations. 6. As disclosed in Note 2 to the financial statements, the Company 3. Our responsibility is to perform an audit of the financial adopted as of 1 January 2010, the International Financial information contained in the accounting documents referred to Reporting Standards as adopted by the European Union above, including verifying that, in all material respects, the (“IAS/IFRS”). In the transition process from the previous information is complete, true, timely, clear, objective and licit, as accounting principles (“POC”) to IAS/IFRS , the Company required by the Portuguese Securities Market Code, and to issue followed the requirements of IFRS1–First time adoption of a professional and independent report based on our audit. accounting and financial reporting standards, the transition being reported at 1 January 2009. Consequently, financial SCOPE information for 2009, that had been previously presented in accordance with POC, has been restated in accordance with 4. Our audit was performed in accordance with the Auditing IAS/IFRS for comparative purposes. The additional disclosures Standards (“Normas Técnicas e as Directrizes de required in connection with the transition to IAS/IFRS were Revisão/Auditoria”) issued by the Portuguese Institute of included in Note 29 to the financial statements. Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”), which require that the audit be planned and performed with the 7. As disclosed in the Introductory note and in Note 3 to the objective of obtaining reasonable assurance about whether the financial statements, as of 22 December 2010, as part of the financial statements are free of material misstatement. The corporate reorganization of the Brisa Group, the Company audit included verifying, on a sample basis, evidence supporting transferred to Brisa – Concessão Rodoviária, S.A. (“BCR”), its the amounts and disclosures in the financial statements and position in the concession contract approved by the 130
ANNUAL REPORT 2010 • 011 INDIVIDUAL STATEMENTS AND ATTACHED NOTES
Government Resolution nº 198-B/2008 of 31 December prepared, in accordance with current legislation, consolidated (“Resolução do Conselho de Ministros nº 198-B/2008, de 31 de financial statements in accordance with the International Dezembro”) (the “Brisa Concession”). As part of this Financial Reporting Standards as adopted by the European reorganization, Brisa also transferred to BCR all the assets and Union, for separate approval and publication. liabilities assigned to the Brisa Concession, which were used to perform a capital increase in kind in BCR in the amount of REPORT ON OTHER LEGAL REQUIREMENTS 74 825 thousand Euros with a share premium of 354 745 thousand Euros. As a consequence of the corporate 9. It is also our opinion that the financial information included in reorganization, the Company main activities have become the the Board of Directors’ Report is consistent with the financial holding of financial investments, the development and statements for the year and the report on the corporate management of new businesses and the supply of logistic governance practices includes the information required to the support services and of administrative and financial Company, under Article 245 - A of the Portuguese Securities management services and the results of the activity developed Market Code. under the Brisa Concession were recorded in the caption “Net profit of the year from discontinued operations” in the statement of comprehensive income. Lisbon, 22 March 2011
8. The financial statements referred to in paragraph 1 above refer to the Company’s operations on an individual basis and were Deloitte & Associados, SROC S.A. prepared for approval and publication in accordance with Represented by Carlos Alberto Ferreira da Cruz current legislation. As explained in Notes 2.2 and 12 to the financial statements, the investments in subsidiaries and associated companies are recorded by the cost method deducted from accumulated impairment losses. The Company 131
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS 012 TRAFFIC STATISTICS 132
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
BRISA CONCESSION
A1/IP1 - AUTO-ESTRADA DO NORTE
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ALVERCA (A1/A9)-V. FRANCA DE XIRA II 1.8 1.8 68 900 68 952 0.1% 0.1% V. FRANCA DE XIRA II-V. FRANCA DE XIRA I 1.0 1.0 70 825 70 518 -0.4% -0.4% V. FRANCA DE XIRA I-A1/A10 1.1 1.1 57 538 57 685 0.3% 0.3% A1/A10-CARREGADO 0.2 0.2 66 868 66 106 -1.1% -1.1% CARREGADO-AVEIRAS DE CIMA 2.7 2.7 48 193 48 154 -0.1% -0.1% AVEIRAS DE CIMA-CARTAXO 1.5 1.5 37 442 37 250 -0.5% -0.5% CARTAXO-SANTARÉM 1.1 1.1 37 904 37 838 -0.2% -0.2% SANTARÉM-A1/A15 0.2 0.2 41 717 41 445 -0.7% -0.7% A1/A15-TORRES NOVAS (A1/A23) 3.9 3.8 39 275 39 042 -0.6% -0.6% TORRES NOVAS (A1/A23)-FÁTIMA 2.0 2.0 27 309 27 216 -0.3% -0.3% FÁTIMA-LEIRIA 1.5 1.5 27 726 27 674 -0.2% -0.2% LEIRIA-POMBAL 2.3 2.3 26 464 25 956 -1.9% -1.9% POMBAL-CONDEIXA 2.7 2.7 26 912 26 653 -1.0% -1.0% CONDEIXA-COIMBRA SUL 0.8 0.8 29 747 29 042 -2.4% -2.4% COIMBRA SUL-COIMBRA NORTE (A1/A14) 0.8 0.8 26 412 25 632 -3.0% -3.0% COIMBRA NORTE (A1/A14)-MEALHADA 1.1 1.1 26 185 25 434 -2.9% -2.9% MEALHADA-AVEIRO SUL 2.2 2.1 25 283 24 469 -3.2% -3.2% AVEIRO SUL-ALBERGARIA (A1/IP5) 1.2 1.1 22 077 20 507 -7.1% -7.1% ALBERGARIA (A1/IP5)-ESTARREJA 1.6 0.9 41 482 25 006 -39.7% -39.7% ESTARREJA-FEIRA 1.5 1.3 23 655 22 008 -7.0% -7.0% FEIRA-ESPINHO (IC24) 1.1 1.0 29 658 29 161 -1.7% -1.7% ESPINHO (IC24)-FEITEIRA 0.9 0.9 32 905 32 542 -1.1% -1.1% A1 33.2 32.1 32 761 31 673 -3.3% -3.3%
(A) Circulation expressed in 108 veic.km 133
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
A2/IP1 - AUTO-ESTRADA DO SUL
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT FOGUETEIRO-COINA 1,6 1,6 50 557 48 543 -4,0% -4,0% COINA-PALMELA 1,4 1,4 34 401 33 506 -2,6% -2,6% PALMELA-A2/A12 0,3 0,2 35 015 33 665 -3,9% -3,9% A2/A12-MARATECA 1,6 1,6 25 155 24 597 -2,2% -2,2% MARATECA-A2/A6/A13 0,2 0,2 23 006 22 560 -1,9% -1,9% A2/A6/A13-ALCÁCER DO SAL 1,7 1,7 19 324 18 879 -2,3% -2,3% ALCÁCER DO SAL-GRÂNDOLA NORTE 1,4 1,4 17 249 16 820 -2,5% -2,5% GRÂNDOLA NORTE-GRÂNDOLA SUL 0,8 0,7 13 401 12 837 -4,2% -4,2% GRÂNDOLA SUL-ALJUSTREL 1,2 1,2 10 614 10 179 -4,1% -4,1% ALJUSTREL-CASTRO VERDE 1,0 1,0 10 489 10 031 -4,4% -4,4% CASTRO VERDE-ALMODÔVAR 0,7 0,7 11 581 11 056 -4,5% -4,5% ALMODÔVAR-S.B. MESSINES 1,4 1,4 11 805 11 281 -4,4% -4,4% S.B. MESSINES-PADERNE (A22) 0,5 0,5 11 633 11 122 -4,4% -4,4% A2 13,9 13,5 16 971 16 396 -3,4% -3,4%
(A) Circulation expressed in 108 veic.km
A3/IP1 - AUTO-ESTRADA PORTO-VALENÇA
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT MAIA-SANTO TIRSO 2,4 2,4 50 396 50 514 0,2% 0,2% SANTO TIRSO-FAMALICÃO 0,9 0,9 43 979 44 072 0,2% 0,2% FAMALICÃO-CRUZ 0,7 0,7 22 086 22 363 1,3% 1,3% CRUZ-BRAGA SUL 0,5 0,5 18 858 19 145 1,5% 1,5% BRAGA SUL-BRAGA POENTE 0,1 0,1 7 327 7 362 0,5% 0,5% BRAGA POENTE-EN 201 0,5 0,5 6 858 6 807 -0,7% -0,7% EN201-PONTE DE LIMA SUL 0,3 0,3 7 849 7 773 -1,0% -1,0% PONTE DE LIMA SUL-PONTE DE LIMA NORTE 0,0 0,0 10 532 10 453 -0,7% -0,7% PONTE DE LIMA NORTE-EN 303 0,6 0,5 7 429 6 979 -6,1% -6,1% EN 303-VALENÇA 0,2 0,2 7 239 6 806 -6,0% -6,0% BRAGA SUL-CELEIRÓS 0,1 0,1 15 633 15 881 1,6% 1,6% CELEIRÓS-EN14 0,1 26 097 A3 6,3 6,3 17082 17 008 0,9% -0,4%
(A) Circulation expressed in 108 veic.km 134
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
A4/IP4 - AUTO-ESTRADA PORTO-AMARANTE
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ERMESINDE-VALONGO 0,6 0,6 39 710 40 424 1,8% 1,8% VALONGO-CAMPO 0,7 0,7 36 901 37 924 2,8% 2,8% CAMPO-BALTAR 0,7 0,7 29 013 30 080 3,7% 3,7% BALTAR-PAREDES 0,5 0,5 24 733 25 618 3,6% 3,6% PAREDES-GUILHUFE 0,2 0,2 21 362 22 099 3,5% 3,5% GUILHUFE-PENAFIEL 0,2 0,2 20 726 21 383 3,2% 3,2% PENAFIEL-CASTELÕES (A4/IP9) 0,5 0,5 18 502 18 907 2,2% 2,2% CASTELÕES (A4/IP9)-AMARANTE POENTE 0,8 0,8 15 510 15 390 -0,8% -0,8% A4 4,2 4,3 23 805 24 321 2,2% 2,2%
(A) Circulation expressed in 108 veic.km
A5/IC15 - AUTO-ESTRADA DA COSTA DO ESTORIL
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ESTÁDIO NACIONAL-OEIRAS 1,6 1,6 124 825 121 718 -2,5% -2,5% OEIRAS-CARCAVELOS 1,0 1,0 81 739 78 980 -3,4% -3,4% CARCAVELOS-ESTORIL 0,9 0,9 53 318 52 250 -2,0% -2,0% ESTORIL-ALCABIDECHE 0,4 0,4 38 592 37 692 -2,3% -2,3% ALCABIDECHE-ALVIDE 0,1 0,1 26 167 32 691 24,9% 24,9% ALVIDE-CASCAIS 0,1 0,2 22 299 27 853 24,9% 24,9% A5 4,1 4,1 67 193 66 339 -1,3% -1,3%
(A) Circulation expressed in 108 veic.km
A6/IP7 - AUTO-ESTRADA MARATECA (A2)-CAIA
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT A2/A6/A13-VENDAS NOVAS 0,6 0,6 8 889 8 781 -1,2% -1,2% VENDAS NOVAS-MONTEMOR-O-NOVO POENTE 0,6 0,6 8 259 8 096 -2,0% -2,0% MONTEMOR-O-NOVO POENTE-MONTEMOR-O-NOVO NASCENTE 0,2 0,1 7 563 7 405 -2,1% -2,1% MONTEMOR-O-NOVO NASCENTE-ÉVORA POENTE 0,4 0,4 6 676 6 545 -2,0% -2,0% ÉVORA POENTE-ÉVORA NASCENTE 0,2 0,2 3 104 3 025 -2,6% -2,6% ÉVORA NASCENTE-ESTREMOZ 0,4 0,4 3 868 3 788 -2,1% -2,1% ESTREMOZ-BORBA 0,1 0,1 2 899 2 839 -2,1% -2,1% BORBA-ELVAS POENTE 0,2 0,2 2 847 2 766 -2,8% -2,8% A6 2,7 2,6 5 285 5 182 -1,9% -1,9%
(A) Circulation expressed in 108 veic.km 135
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
A9/IC18 - CREL CIRCULAR REGIONAL EXTERIOR DE LISBOA
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ESTÁDIO NACIONAL (A5/A9)-QUELUZ 0,5 0,4 39 087 34 895 -10,7% -10,7% QUELUZ-A9/A16 0,5 0,4 43 310 35 931 -17,0% -17,0% A9/A16-RADIAL PONTINHA 0,5 0,5 45 524 43 309 -4,9% -4,9% RADIAL PONTINHA-RADIAL ODIVELAS 0,7 0,6 28 280 25 425 -10,1% -10,1% RADIAL ODIVELAS-A8/A9 0,4 0,3 29 344 27 323 -6,9% -6,9% A8/A9-BUCELAS (ZAMBUJAL) 0,3 0,3 24 291 22 815 -6,1% -6,1% BUCELAS (ZAMBUJAL)-A9/A10 0,5 0,4 15 662 14 486 -7,5% -7,5% A9/A10-ALVERCA 0,1 0,1 9 091 8 893 -2,2% -2,2% A9 3,4 3,1 27 165 24 713 -9,0% -9,0%
(A) Circulation expressed in 108 veic.km
A10/IC2 - AUTO-ESTRADA BUCELAS (CREL)-CARREGADO-IC3
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT A9/A10-ARRUDA DOS VINHOS 0,3 0,3 12 356 11 843 -4,1% -4,1% ARRUDA DOS VINHOS-CARREGADO 0,4 0,3 9 090 8 193 -9,9% -9,9% CARREGADO-BENAVENTE 0,3 0,3 5 817 5 818 0,0% 0,0% BENAVENTE-A10/A13 0,1 0,1 2 394 2 328 -2,8% -2,8% A10 1,0 1,0 7 219 6 870 -4,8% -4,8%
(A) Circulation expressed in 108 veic.km
A12/IC3 - AUTO-ESTRADA SETÚBAL-MONTIJO
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT MONTIJO-PINHAL NOVO 0,8 0,7 20 474 19 808 -3,3% -3,3% PINHAL NOVO-A2/A12 0,7 0,7 19 795 19 181 -3,1% -3,1% A2/A12-SETÚBAL 0,6 0,6 30 732 29 420 -4,3% -4,3% A12 2,0 2,0 22 367 21 586 -3,5% -3,5%
(A) Circulation expressed in 108 veic.km 136
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
A13/IC3/IC11 - AUTO-ESTRADA ALMEIRIM- MARATECA
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ALMEIRIM-SALVATERRA MAGOS 0,4 0,4 4 646 4 406 -5,1% -5,1% SALVATERRA MAGOS-A13/A10 0,2 0,2 4 642 4 424 -4,7% -4,7% A13/A10-STO. ESTEVÃO 0,2 0,2 6 018 5 753 -4,4% -4,4% STO. ESTEVÃO-PEGÕES 0,4 0,4 5 760 5 493 -4,6% -4,6% PEGÕES-MARATECA 0,2 0,2 5 688 5 418 -4,8% -4,8% A13 1,5 1,4 5 243 4 993 -4,8% -4,8%
(A) Circulation expressed in 108 veic.km
A14/IP3 - AUTO-ESTRADA FIGUEIRA DA FOZ-COIMBRA (NORTE)
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT SANTA EULÁLIA-MONTEMOR-O-VELHO 0,1 0,1 4 593 4 491 -2,2% -2,2% MONTEMOR-O-VELHO-EN335 0,1 0,1 4 782 4 658 -2,6% -2,6% EN335-ANÇÃ 0,2 0,2 4 936 4 852 -1,7% -1,7% ANÇÃ-COIMBRA NORTE (A14/A1) 0,1 0,1 7 972 7 988 0,2% 0,2% A14 0,5 0,5 5 327 5 244 -1,5% -1,5%
(A) Circulation expressed in 108 veic.km
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT BRISA 73,0 70,9 19 754 19 178 -2,8% -2,9%
(A) Circulation expressed in 108 veic.km 137
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
ATLÂNTICO CONCESSION
A8/IC1 - AUTO-ESTRADA DO OESTE
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT LOURES - CREL 0,3 0,2 45 941 43 940 -4,4% -4,4% CREL - LOUSA 1,6 1,5 55 560 52 612 -5,3% -5,3% LOUSA - MALVEIRA 0,4 0,4 51 484 48 348 -6,1% -6,1% MALVEIRA - ENXARA 0,8 0,8 29 479 28 434 -3,5% -3,5% ENXARA - TORRES VEDRAS SUL 1,0 0,9 28 089 27 261 -2,9% -2,9% TORRES VEDRAS SUL - TORRES VEDRAS NORTE (PAGANTE) 0,5 0,5 22 220 21 487 -3,3% -3,3% TORRES VEDRAS NORTE - RAMALHAL 0,2 0,2 24 472 23 861 -2,5% -2,5% RAMALHAL - CAMPELOS 0,6 0,6 18 425 17 904 -2,8% -2,8% CAMPELOS - BOMBARRAL 0,5 0,5 17 889 17 417 -2,6% -2,6% ZONA INDUSTRIAL - TORNADA (PAGANTE) 0,2 0,2 12 160 11 871 -2,4% -2,4% TORNADA - ALFEIZERÃO 0,4 0,4 13 410 13 145 -2,0% -2,0% ALFEIZERÃO - VALADO DE FRADES 0,6 0,6 13 352 13 176 -1,3% -1,3% VALADO DE FRADES - PATAIAS 0,3 0,3 13 516 13 375 -1,0% -1,0% PATAIAS - MARINHA GRANDE SUL 0,5 0,5 13 246 13 118 -1,0% -1,0% MARINHA GRANDE SUL - A17 0,1 0,1 13 211 13 186 -0,2% -0,2% MARINHA GRANDE SUL - MARINHA GRANDE ESTE 0,0 0,0 6 646 6 428 -3,3% -3,3% A17 - MARINHA GRANDE ESTE 0,0 0,0 7 754 7 735 -0,2% -0,2% MARINHA GRANDE ESTE - LEIRIA SUL 0,1 0,1 6 168 6 286 1,9% 1,9% A8 8,2 7,9 21 510 20 828 -3,2% -3,2%
(A) Circulation expressed in 108 veic.km
A15/IP6 - AUTO-ESTRADA CALDAS DA RAÍNHA-SANTARÉM
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ARNOIA - A DOS NEGROS (PAGANTE) 0,1 0,1 4 571 4 503 -1,5% -1,5% A DOS NEGROS - A DOS FRANCOS 0,2 0,2 5 584 5 598 0,2% 0,2% A DOS FRANCOS - RIO MAIOR OESTE 0,1 0,1 4 612 4 628 0,4% 0,4% RIO MAIOR OESTE - RIO MAIOR ESTE 0,1 0,1 4 438 4 447 0,2% 0,2% RIO MAIOR ESTE - MALAQUEIJO 0,2 0,2 5 918 5 895 -0,4% -0,4% MALAQUEIJO - NÓ A1/A15 0,2 0,2 5 933 5 941 0,1% 0,1% A15 0,8 0,8 5 404 5 402 0,0% 0,0%
(A) CIRCULATIONem 108 veic.km
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT ATLÂNTICO 8,9 8,7 17 013 16 520 -2,9% -2,9%
(A) Circulation expressed in 108 veic.km 138
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
LITORAL CENTRO (BRISAL) CONCESSION
A17/IC1 - AUTO-ESTRADA MARINHA GRANDE (A8) - MIRA
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT MARINHA GRANDE - LEIRIA (NORTE) 0,3 0,3 7 623 7 991 5,9% 4,8% LEIRIA (NORTE) - MONTE REAL 0,1 0,2 9 068 9 415 4,8% 3,8% MONTE REAL - MONTE REDONDO 0,2 0,2 8 954 9 259 4,3% 3,4% MONTE REDONDO - GUIA 0,2 0,2 8 852 9 177 4,6% 3,7% GUIA - LOURIÇAL (IC8) 0,2 0,2 8 648 8 956 4,5% 3,6% LOURIÇAL (IC8) / MARINHA DAS ONDAS 0,2 0,2 7 863 8 134 4,5% 3,4% MARINHA DAS ONDAS / A14 0,5 0,5 7 645 7 865 4,0% 2,9% A14 / QUIAIOS 0,2 0,2 7 042 7 221 3,7% 2,5% QUIAIOS / TOCHA 0,4 0,5 8 176 8 542 5,5% 4,5% TOCHA / MIRA 0,3 0,3 8 402 8 739 5,0% 4,0% MIRA / MIRA PV 0,1 0,2 9 040 9 361 4,5% 3,6% A17 2,7 2,9 8 125 8 509 4,7% 4,7%
(A) Circulation expressed in 108 veic.km
CIRCULATION(A) ADT CHANGE SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT BRISAL 2,7 2,9 8 125 8 509 4,7% 4,7%
(A) Circulation expressed in 108 veic.km 139
ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS
NORTHWEST PARKWAY CONCESSION
NORTHWEST PARKWAY
ADT CHANGE SUBSECTION 2009 2010 ADT NORTHWEST PARKWAY 10 592 10 936 3,2% RELATÓRIO & CONTAS 2010 RELATÓRIO & CONTAS 2010 RELATÓRIO
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