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Corporate Social Responsibility Report

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Corporate Social Responsibility Report CORPORATE SOCIAL RESPONSIBILITY REPORT FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2015 MERLIN PROPERTIES IS THE LEADING SOCIMI IN THE SPANISH REAL STATE MARKET O1. Organisational Structure and Operation 6 O2. Risk Management 12 O3. Stakeholders 16 O4. Sustainability and Quality 22 APPENDIX O1. Board of Directors member’s details 27 MERLIN PROPERTIES FIGURES: KEY INDICATORS ı 4 ı Corporate Social Responsibility Report 118 3.7/5 EMPLOYEES CLIENT SATISFACTION 20 3 MEASURED LEED CONSUMPTION CERTIFICATES 3,217kgs WASTE REMOVED ı 5 ı 01. ORGANISATIONAL STRUCTURE AND OPERATION MERLIN Properties is a company devoted to delivering sustainable return to shareholders through the acquisition, active management and selective rotation of high quality commercial real estate assets in the “Core” and “Core plus” segments. ı 6 ı Corporate Social Responsibility Report • Diversified REIT. • Focus on high quality, “core” and “core • Operating in Spain and, to a plus” commercial properties: mainly lesser extent, in Portugal. office assets with support from retail and logistics cash flow. • Governed by the best Anglo- ASSETS • Target portfolio by 2018: office (40%), COMPANY Saxon REIT practices. high street retail (20-30%), shopping centres (20-25%) and logistics (10-15%). • Selective development focused on AAA buildings given the scarcity of this product class in the market. • Conservative approach • Maximizes to capital structure with profitability a maximum 50% LTV potential of the on a portfolio basis. existing portfolio • Target to reach and seeks to enhance quality and returns an annual levered through selective new acquisitions. return of 8-10%. • Limited rotation of assets focused on • Attractive sustainable MANAGEMENT mature, optimized assets. Black Rock dividend yield. • Retains best-in-class internal asset management teams to optimize portfolio Blue Ridge CAPITAL STRUCTURE CAPITAL performance. UBS Principal Financial Group Invesco Free Float SHAREHOLDING INVESCO 1% Principal STRUCTURE Financial Group 3% UBS 6% The Company’s share capital is composed of 323,030,000 Black Rock 6% ordinary shares. MERLIN Properties has a solid shareholding structure with a very high “free float” of 84%. Free float 84% Data at 26 February 2016, in accordance with notifications made to the Spanish National Securities & Exchange Commission (CNMV). ı 7 ı ı 8 ı Corporate Social Responsibility Report OPERATION MERLIN’s internal organisational structure is based on the definition of its strategy by its Board of Directors and is applied across the entire organisation by means of its various governance, decision-making and monitoring bodies: Board of Directors Responsible for MERLIN’s long-term strategy and for monitoring its implementation. The Board provides leadership and principles to be followed and is also responsible for corporate governance of the Company. Audit Remuneration Committee and Nomination Committee BOARD Reviews and monitors MERLIN’s Supervises and recommends remuneration financial information, as well as policies to the Board and determines the the processes to produce it. It remuneration packages for the CEO and oversees the integrity of the financial other Management Team members. It is statements, external and internal also responsible for the structure, size and auditing processes and the financial composition of the Board of Directors and information and risk control systems. its delegate committees. Investment Executive Committee CEO Committee Responsible for analysing Responsible for Support committee to and approving investments, implementing the strategy the CEO, composed divestments and carrying out of the Board, leading the of multidisciplinary transactions for which the size Company’s day to day members of the is not reserved for the Board activity and supervising all Management Team, aiding of Directors (< €150 million). those matters not reserved the CEO in supervising for the Board or its delegate MERLIN’s operations and MANAGEMENT TEAM MANAGEMENT Committees. performance. ı 9 ı COMPOSITION In accordance with the Company policy, independent. The Board is characterised the Board of Directors is composed of 10 by its dynamism, diversity, broad experience members, of whom the majority are and commitment to the Company. Executive Chairman Mr. Ismael Clemente Shareholder Executive Director related Director Mr. Miguel Ollero Mr. Hammad Khan Independent Independent Director Director Mr. John Gómez-Hall Ms. Ana de Pro Independent Independent Director Director Mr. Donald Johnston Ms. María Luisa Jordá Independent Independent Director Director Mr. Fernando Ortiz Ms. Ana García Fau Independent Director Mr. Alfredo Fernández Remuneration and nomination committee. Secretary Audit and control committee. Ms. Mónica Martín de Vidales Independent directors. Vice-secretary Mr. Ildefonso Polo del Mármol ı 10 ı Corporate Social Responsibility Report ACTIVITY During 2015, the Board of Directors of MERLIN met on 14 occasions, the Audit and Control Committee on 7 occasions and the Remuneration and Nomination Committee on 4 occasions. Jan. Feb. Mar. Apr. May. Jun. Jul. Aug. Sep. Oct. Nov. Dec. BOARD OF DIRECTORS Jan. Feb. Mar. Apr. May. Jun. Jul. Aug. Sep. Oct. Nov. Dec. AUDIT AND CONTROL COMMITTEE Secretary Ms. Mónica Martín de Vidales Vice-secretary Jan. Feb. Mar. Apr. May. Jun. Jul. Aug. Sep. Oct. Nov. Dec. Mr. Ildefonso Polo del Mármol REMUNERATION AND NOMINATION COMMITTEE ı 11 ı 02. RISK MANAGEMENT The objective of MERLIN Properties is to generate sustainable shareholder return within a measured and acceptable risk environment. The Board of Directors, aware of the risks that exist in any business, is responsible for checking that the risks taken are minor, identified and measured in their different variants. ı 12 ı Corporate Social Responsibility Report OBJECTIVE AND IDENTIFIED RISKS Financial risk management policies in the rented real estate sector are basically determined by analysing investment projects, managing real estate occupancy and by the state of the financial markets: • Credit risk: the credit risk in the Company’s ordinary business is practically non-existent or insignificant due basically to the fact that the contracts signed with tenants/ lessees provide for payment in advance, in addition to demanding the financial, legal and additional guarantees on signing the rental contracts and their renewal to cover possible unpaid rental. This risk is also mitigated by the diversification of the types of product in which the Company invests and, consequently, in its types of clients. • Liquidity risk: To manage its liquidity risk and deal with the various needs for funds, the Company uses an annual cash flow budget and monthly cash flow forecast, the latter with daily detail and update. The causal factor for liquidity risk is the negative working balance, which basically includes debt with short-term maturity. Additionally, liquidity risk has the following mitigating factors worthy of highlighting; (i) the generation of recurring cash flow from the businesses on which the Company bases its activity; and (ii) the capacity for renegotiation and to obtain new lines of financing based on long-term business plans and the quality of the Company’s assets. ı 13 ı At the time of formulating the consolidated • Market risk: MERLIN Properties is exposed annual accounts, the Group covered all to market risk due to possible vacancy its needs for funds to deal entirely with or downward renegotiations of rental commitments to suppliers, employees and contracts upon expiry. This risk would public entities, in accordance with the cash directly, negatively affect the valuation of flow forecast for the year 2015, taking the the Company’s assets. However, market aforementioned into account. Furthermore, risk is mitigated by policies for retention given the type of sector in which the and selection of clients and the compulsory Company operates, the investments it lease term negotiated with clients. It is makes, the financing it obtains to make these due to this that, at 31 December 2015, the investments, the EBITDA it generates and the average occupancy of the portfolio of levels of occupancy of the assets, these mean assets stands at 94.6%, with a weighted that the liquidity risk is mitigated and surplus average unexpired lease term of 9.4 years cash flow can be generated. Temporary (weighted by gross rents). financial investments will be made with these surplus cash flow in risk-free deposits with maximum liquidity. The acquisition of stock options or futures or any other high-risk deposit as a method of investing cash surpluses are not among the options considered by MERLIN Properties. • Interest rate risk: In order to minimise the Group’s exposure to this risk, financial instruments have been taken out to cover floating rates, such as swaps. The percentage of debts with interest rates covered by the aforementioned financial instruments is 61%. • Exchange rate risk: it is Company policy to contract debt in the same currency as the cash flows produced by each business. Due to this, there is currently no relevant risk relating to exchange rates as both cash flow and debt are in Euros. ı 14 ı Corporate Social Responsibility Report RISK MANAGEMENT DIAGRAM D AR IT O D B AU AL NMENT N VIRO ER EN T X E MMITTEE CO T VE E TI C U H C M N E A O Y X N L T E A O E Identify G G F E Y A M S E N & Report risks T H & mitigation T T L to the board Assess E A A & quantify M E H I We contextualise N T risk in terms of our E R goals & objectives L N A A G L E L P Develop action O Re-assess risk L post mitigtation plans to mitigate I C R I S I E S S L K & O R M T T A R N N A O A IN C G IN L E G A L M RN O TE R IT EN IN T D T N U CO A E L L E CIA A T INAN N IT F ER M INT M CO T DI AU 1st line of defence.
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