Annual Report 31 DECEMBER 2020
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Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Annual Report 31 DECEMBER 2020 Webuild Group 1 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Astaldi S.p.A. – Company subject to the management and coordination of Webuild S.p.A. Astaldi S.p.A. Share capital €340,431,460.27 Registered office in Rome, Via Giulio Vincenzo Bona 65 Rome Company Register and Tax Code 00398970582 Rome Economic and Administrative Index no. 152353 – VAT no. 00880281001 www.astaldi.com 2 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Contents Company bodies _________________________________________________________________ 4 Financial highlights _______________________________________________________________ 7 Group profile ____________________________________________________________________ 8 Key events of 2020 ______________________________________________________________ 10 Composition with creditors on a going concern basis as per article 186–bis of the Bankruptcy Law 13 Directors’ Report ________________________________________________________________ 21 Report of the Independent Auditors – Consolidated Financial Statements ___________________ 110 Consolidated Financial Statements _________________________________________________ 121 Management Certification – Consolidated Financial Statements __________________________ 237 Report of the Independent Auditors – Astaldi S.p.A. Separate Financial Statements ___________ 238 Astaldi S.p.A. Separate Financial Statements _________________________________________ 249 Management Certification – Astaldi S.p.A. Separate Financial Statements __________________ 496 Report on corporate governance and ownership structure _______________________________ 497 Report of the Board of Statutory Auditors ____________________________________________ 560 3 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Company bodies Board of Directors Paolo Astaldi1, Chairman Filippo Stinellis2, Chief Executive Officer Andrea Gemma3, Director Maria Raffaella Leone3, Director Nicoletta Mincato3, Director Daniela Montemerlo4, Director David Morganti4, Director Teresa Naddeo5, Director Michele Valensise, Director In 2020, the following were also in office: (i) Alessandro De Rosa, as Deputy Chairman, from 31 July 2020 to 21 January 2021, (ii) Flavia Insom, as an independent non-executive Director, from 31 July 2020 to 5 November 2020. ___________________________ 1 Executive Director. Confirmed Chairman of the Board of Directors with Board resolution dated 31 July 2020. 2 Executive Director. Confirmed Chief Executive Officer with Board resolution dated 31 July 2020. 3 Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Appointed by shareholders' resolution of 31 July 2020. 4 Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Co-opted with Board resolution dated 10 February 2021. 5 Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Appointed by shareholders' resolution of 31 July 2020. 4 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Control and risks committee Nicoletta Mincato, Chairwoman Daniela Montemerlo6 Teresa Naddeo Appointments and remuneration committee Teresa Naddeo, Chairwoman Nicoletta Mincato David Morganti7 Related parties committee Andrea Gemma, Chairman Maria Raffaella Leone Daniela Montemerlo8 Board of Statutory Auditors9 Giovanni Fiori, Chairman of the Board of Statutory Auditors Anna Rosa Adiutori, Statutory auditor Lelio Fornabaio, Statutory auditor Giulia De Martino, Alternate statutory auditor Francesco Follina, Alternate statutory auditor Gregorio Antonio Greco, Alternate statutory auditor Independent auditors PricewaterhouseCoopers S.p.A.10 ___________________________ 6 Appointed Member of the Control and risks committee, replacing Alessandro De Rosa, with Board resolution dated 10 February 2021 – see § “Events after the reporting date”. 7 Appointed Member of the Appointments and remuneration committee, replacing Alessandro De Rosa, with Board resolution dated 10 February 2021 – see § “Events after the reporting date”. 8 Appointed Member of the Related parties committee, replacing Flavia Insom, with Board resolution dated 10 February 2021 – see § “Events after the reporting date”. Note also that Director Teresa Naddeo held the position of Member of the Related parties committee, replacing Flavia Insom, from 26 November 2020 to 10 February 2021. 9 Appointed by shareholders' resolution dated 27 April 2018 and in office until the Shareholders' Meeting to approve the financial statements as at 31 December 2020. 10 Assigned to perform the statutory audit of the separate financial statements of Astaldi S.p.A. and the consolidated financial statements of the Astaldi Group for the years from 2020 to 2028 (inclusive), as well as for the Consolidated Non-Financial Statement and for the Astaldi Separate Unit, appointed by shareholders' resolution dated 31 July 2020. 5 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. General management Paolo Citterio11, General Manager of Administration and finance and Manager in charge of financial reporting Cesare Bernardini12, General Manager of Operations Filippo Stinellis13, General Manager Turkey ___________________________ 11 Confirmed as the Manager in charge of financial reporting, as well as the General Manager of Administration and finance, with Board resolution dated 31 July 2020. 12 On 10 February 2021, the Company consensually terminated its employment relationship with Francesco Maria Rotundi, General Manager (Italy, the Americas, Algeria, Morocco and Tunisia), whose powers on the same date were assigned to Cesare Bernardini, former General Manager (Europe, Asia and Africa and Brenner, Italy). With Board resolution dated 10 February 2021, Cesare Bernardini therefore assumed the role of General Manager of Operations – see § “Events after the reporting date”. 13 Appointed as General Manager of Turkey with Board resolution dated 27 July 2020. 6 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Financial highlights Table 1 - Selected statement of profit or loss figures - Astaldi Group 2020 2020 (€ millions) Consolidated Financial Pro-forma Statements Core Assets Scope of the Astaldi Group (management view)* Total revenue 1,452.3 100.0% 1,453.2 100.0% Gross operating profit (47.3) -3.3% 72.4 5.0% (loss) Operating profit (loss) (124.5) -8.6% 18.1 1.2% (*) The “Pro forma Core Assets Scope (management view)”, to be understood as operating data not subject to auditing, reflects the effects of the segregation of the Separate Unit and excludes the non-recurring effects attributable to the composition with creditors procedures of Astaldi and certain Group companies. Table 2 - Selected statement of financial position figures and financial indicators - Astaldi Group 31/12/2019 31/12/2020 (€ millions) Net invested capital 660.0 761.5 Equity 975.8 (1,540.1) Total Net Financial Position / (Total Net Financial Debt) 315.8 (2,301.6) Note: The Total Net Financial Debt and Equity as at 31 December 2019 do not take into account the effect of the debt relief, as the order approving the Astaldi composition with creditors was issued on 17 July 2020. 7 Translation under review from the Italian original, that remains the definitive version. This report has been translated into the English language solely for the convenience of the international readers. Group profile The Astaldi Group (the “Group”) is an internationally renowned group and one of the major players in the Italian construction sector, with a significant presence in Europe and worldwide. Listed on the stock exchange since 2002, it mostly operates as an EPC14 contractor and delivers complex and integrated projects. It designs, develops and operates public infrastructure and large-scale civil engineering works. As of 5 November 2020 the Astaldi Group is part of the Webuild Group. The group has an offer capacity based on several product lines - transport infrastructure, hydraulic and energy production plants, civil and industrial construction and industrial plants. It also operates under concession and provides operation and maintenance (O&M) services for the management of the infrastructure and works it builds. Transport Infrastructure represents the Group's core business, divided into the following sectors: (i) railways