Annual Report 2018
Total Page:16
File Type:pdf, Size:1020Kb
ANNUAL REPORT 2018 Message from the Chairman 2018 was another year of changes, domestically and globally. For the Greek Economy, the completion of the Third Economic Adjustment Program was a milestone, creating new opportunities and prospects for positive developments in the country. Despite the favorable forecasts, however, challenges remain for the next day to come, as 2019 is an election year. Internationally, major political events have led to the destabilization of several regions globally, which, together with the trade tensions between major economies, have strengthened the feeling of uncertainty. However, in this context, MYTILINEOS has managed, for yet another year, to cope with the challenges and achieve a positive economic performance. In the Metallurgy Business Unit, and in a year of unpredictable turns, the company successfully took advantage of the opportunities that rose from the imposition of US tariffs on the Russian industry. The rapid rise in the price of alumina, which negatively affected almost all aluminium producers, did not affect our company, demonstrating once again the advantage of the fully vertically integrated producer. Part of enhancing the metallurgical sector was the acquisition of 97.87% of EP.AL.ME. SA, a company that operates in the production, processing and trading of metals and especially aluminium alloys and derivative products. The particular investment increases the company’s presence in Greek and international markets, directly boosts its production and extends its activity by recycling aluminium scrap. At the same time, the basic engineering study for a new -game changer - Alumina production plant is rapidly proceeding at our Aghios Nikolaos premises. In the EPC Business Unit, the company continued its successful course undertaking a series of international energy construction projects, while METKA EGN announced some new investment partnerships expanding its activities both in existing and emerging markets. Consequently, an agreement was signed with HC ESS3 Ltd for the Engineering, Procurement and Construction for a new 20 MW hybrid energy storage project in the United Kingdom, followed by a €200 million contract with Talasol Solar S.L.U. signed for the implementation of a large-scale solar power plant in Spain. Finally, the company successfully sold four UK-wide operational photovoltaic projects, with a total capacity of 18 MW, to Lightsource BP, a leading solar power company. During the same year, METKA EGN’s photovoltaic plant activities expanded in all five continents. At the same time, our subsidiary METKA Power West Africa signed an agreement with the Federal Government of Nigeria for the development of the first offshore hybrid energy project in Africa, in the context of the Energizing Education program, that provides uninterrupted power supply to a number of federal universities and university hospitals across Nigeria. The Energy Business Unit, by its retail brand Protergia, prevailed at the top of private electricity and natural gas suppliers and, by adopting a consistent strategy, managed to steadily increase its market share. In 2018, MYTILINEOS engaged in the retail gas market by offering combined gas-electricity packages, exceeding 150,000 customers today, whereas the first two Protergia stores in Thessaloniki and Athens were inaugurated. At the same time, the company further diversified its LNG import basket from new countries and fully absorbed M&M Gas by acquiring Motor Oil’s stake, thus creating MNG Trading. Last year, the company filed an application for the construction of one of the most modern power plants in Europe at its Energy Center in Ag. Nicholaos. After receiving approval from the Regulatory Authority of Energy (RAE) in the summer of 2018, works on the plant are scheduled to begin in the autumn of 2019, with operation expected before the end of 2021. The success of all its business units in 2018 has allowed the company to sustain its financial performance at very high levels, corresponding to the record high figures of 2017. Net profit for 2018 reached € 144.2 million, while net debt reduced by € 177.7 million, setting the foundations for an equally successful 2019. However, our activities did not stop there. For another year, MYTILINEOS focused on Corporate Social Responsibility and Sustainable Development, in terms of stewardship and citizenship. The protection of the environment and compliance with environmental legislation constitute key elements of the company’s business activity, with continued efforts to renew and upgrade its social policy goals toward corporate social responsibility. 2 In the Education sector, a three-year cycle of the social pilot program «I’Μ ΙΝ» was completed in cooperation with the association «Together for Children», aiming to tackle School Leakage at the crucial 9th grade. The company supported the 9th Summer School of Young Entrepreneurship by providing scholarships to high school students helping them to build entrepreneurship skills and know-how, while upgrading school technological equipment and enriching libraries across Greece. In addition, MYTILINEOS continued to implement the successful 12-month program «ENGINEERS IN ACTION», the only one in our country that focuses exclusively on young engineers, through which new jobs were created in the Metallurgy Business Unit. In the Health sector, partnering up with the Pediatric Trauma Care Association, the company provided critical medical equipment to the Pediatric Department of the General Hospital of Livadeia, Hydra Health Center and the Pediatric Clinic of Ioannina General Hospital. Finally, supporting those affected by the devastating fires of July 2018, the company offered a total of €1 million for rehabilitation and prevention, whereas all due amounts of Protergia consumers in the affected areas were reversed in support of those in need. 2018 was an exciting year for MYTILINEOS, filled with hard work, challenges and significant successes. We are moving forward with the same will and vision, in pursuit of the same goal: a creative and competitive course of growth. In 2019, a dynamic series of major projects and investments, both in Greece and abroad, is already on track; all evidence shows that we will experience another year of creation and growth. Evangelos G. Mytilineos Chairman & CEO MYTILINEOS Message from the Chairman the Message from 3 Annual Financial Report for the period from the 1st of January to the 31st of December 2018 According to article 4 of L. 3556/2007 Table of Contents 1. Representation of the Members of the Board of Directors 7 2. Annual Board of Directors Management Report 10 3. Explanatory report 54 4. Statement of Corporate Governance 58 5. Independent Auditor’s Report 82 6. Annual Financial Statements 88 7. Availability of Financial Statements 168 Apendix I 172 6 Representation of the Members of the Board of Directors (according to article 4 par. 2 of L.3556/2007) The a. Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive Officer b. Spyros Kasdas, Vice – Chairman A’ of the Board of Directors c. Dimitrios Papadopoulos, Executive Member of the Board of Directors CERTIFY a. the enclosed financial statements of “MYTILINEOS HOLDINGS S.A.” for the period of 1.1.2018 to 31.12.2018, drawn up in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities, equity and results of “MYTILINEOS HOLDINGS S.A.”, as well as of the businesses included in Group consolidation, taken as a whole and b. as far as we know, the enclosed report of the Board of Directors reflects in a true manner the development, performance and financial position of “MYTILINEOS HOLDINGS S.A.”, and of the businesses included in Group consolidation, taken as a whole, including the description of the principal risks and uncertainties. Maroussi, 27 March 2019 The designees Evangelos Mytilineos Spyros Kasdas Dimitrios Papadopoulos Chairman of the Board of Directors Vice – Chairman A’ of the Board Executive Member of the Board and Chief Executive Officer of Directors of Directors Representation of the Members of the Board of Directors Members of the Board the of of Representation 7 Annual Board of Directors Management Report Annual Board of Directors Management Report The present Board of Directors Annual Report pertains to the 2018 fiscal period. • Continuing Struggle by its People for The Report has been prepared so as to ensure harmonization with the relevant Competitiveness provisions of C.L. 2190/1920 as in effect, of law 3556/2007 (GGI 91Α/30.4.2007) and the issued executive decisions of the HCMC, especially HCMC Board of The company’s effort to be competitive continues Directors Decision number 7/448/11.10.2007. unabated and is based on its people know-how, skills and devotion and its ongoing modernization- The present report contains financial details on the entity titled «MYTILINEOS oriented investments. HOLDINGS S.A.» (hereinafter called the «Company») and its subsidiaries and as- sociated companies (hereinafter called the «Group», jointly with the company) for • Respect and Important Role for every fiscal year 2018. It describes major events that occurred in the same period and Employee their influence on annual financial statements. It also describes the main hazards and risks that may be faced by the Group member companies in the forthcoming The company respects employees, develops their year; finally, it lists major transactions between the Company and the persons skills, offers them communication and all qualifica- associated with it. tions needed; it supports them in their role, in all posts within the organization. Ι. BUSINESS MODEL • Two Success Factors: Team Work and Excellence MYTILINEOS constitutes one of the most powerful industrial companies in Greece with a strong international presence. With a turnover outnumbering €1,5 Through team work, the company achieves results bn in 2018 and more than 3.300 employees, the company operates in the sec- that initially seemed impossible. In addition, it ac- tors of Metallurgy, Integrated Projects & Infrastructure, Electric Power and Natural knowledges excellence at individual level and brings Gas Trading.