Annual Report Individual 07. 06. 05. 04. 03. 02. 01. TABLE OFCONTENTS RFI TTSIS189 40 14 12 8 41 TRAFFIC STATISTICS 06 03 02 07 INDIVIDUAL FINANCIALSTATEMENTS ANDNOTES 04 FINAL NOTE CORPORATE GOVERNANCE FINANCIAL REPORT Brisa Concession BRISA CONCESSION Macro economicoverview Main indicators Chairman’s Statement Brisa Profile Brisa 2009 INTRODUCTION
1 | Annual Report 09 | 0. Table of Contents 2 | Annual Report 09 | 1. Introduction | Brisa2009 concession. dollars. Asresult, Brisanowholds100%ofthe Parkway (CCR) a10%stakethiscompanyheldinUS Brisa acquires toCompanhiadeConcessõesRodoviárias 5. MAY Brisa paysdividendof 4. APRIL to agency andratedGRIA+Third PartyCheckedaccording Brisa issuesSustainabilityReport,auditedbyexternal Accounts andadividendpayoutof Brisa's GeneralAssemblyofShareholders approved 3. MARCH investment willtotal459millioneuros. 19 kmsubjecttotolls.According torespective proposal, (“Oeste”) region and willhaveatotallengthof112km, years. Theconcessionwillbelocatedonthewest awarded LitoralOesteConcession, validforaperiodof30 Consortium inwhichBrisaholdsa15%stakewas 2. FEBRUARY years. Estimatedinvestmentisof278millioneuros. km, 17kmofwhichsubjecttotolls.Itwasawarded for30 Lisbon’s metropolitan area andwillhavetotallengthof68 Concession tender. Thisconcessionistobelocatedin Consortium ledbyBrisa(30%)winstheBaixoTejo 1. JANUARY Global ReportingInitiative concession, fortheamountof29millionUS € 0.31 pershare. indicators. € 0.31 pershare. Northwest 01. INTRODUCTION 8. SEPTEMBER following theentryintoforce ofanewCodeEthics. Brisa appointsDr. DanielAmaralasitsfirstOmbudsman, 7. JULY this concessionwasreduced to45%. price wasfixedatnominalvalue.Asresult, Brisa’s stakein of theshare capitalofDouro LitoralConcession. Thesale Brisa entersapromissory purchase/sale contract for10% 6. JUNE approximately 1650 millioneuros. period of40yearsandwillinvolveatotalinvestment for theoperationofrolling stock).Itwasgrantedfora concession includesconstructionandmaintenance(except Speed RailwayConcessionlinkingPoceirãotoCaia.The ELOS Consortium,co-ledbyBrisa(16.5%)winstheHigh 10. DECEMBER Brisa holdsits8thInvestors’Day. 9. NOVEMBER Lisbon /Alverca oftheA1Motorway are concluded. platform ofviaductoverRiverTrancão, onthesub-stretch Improvement works andpavementreinforcement ofthe the largestcompaniesinFrance,Holland,Belgiumand Brisa isalsopartofEuronext 100–anindexmadeupof reached 4200millioneuros. PSI 20.Itsmarketcapitalizationattheendof2009 listed onEuronext Lisbon andpartofitsmainindex,the Present inthecapitalmarket foroveradecade,Brisais comfortable, easierandsaferroad mobility. automatic paymentservicehascontributedtomore directly totheroad user'sbankaccount.Thisinnovating debits thecorresponding tolltothedistancetravelled prominent service– anelectronic paymentsystemwhich concessionaires. Verde Via isoneofBrisa'smost Manutenção, whichprovides assistancetoalldomestic services businesses,includingBrisaOperaçãoe In supportofitsoperations,Brisaholdsanumberroad is activeinelectronic tollsystems. Underground; italsooperatesintheNetherlands,where it concession, specificallyLine4oftheSãoPaulo concessions (1571km)andanunderground railway operates inBrazilthrough CCRthatholdssevenroad Northwest ParkwayconcessionintheUnitedStates;it Abroad, Brisaispresent intheUnitedStates, controlling west. cover thewholecountryfrom northtosouthandeast throughout 1106km,spread along11motorways that concession standsoutamongstitspeersasitstretches total of23motorwaysandcovering1705km.Brisa Douro Litoral,BaixoTejo andLitoralOeste,comprisinga concessions inPortugal,namelyBrisa,Atlântico,Brisal, Created 38yearsago,backin1972,Brisaholdssixroad infrastructures companyinPortugal. operators intheworldandbiggesttransport Brisa Auto-estradasisoneofthelargestmotorway | BrisaProfile | BUSINESS AREAS | | | | INTERNATIONAL INFRASTRUCTURES ROAD SERVICES MOTORWAY CONCESSIONS BRISA CCR BEG BOM | | | | NWP ELOS ATLÃNTICO BIT | | | assets andliabilities. company isnowunderway, aswelltheseparationof up andthetransferofBrisaconcessionintoaspecific As ofthedatethisreport, BrisaO&Mwasalready set liabilities. standing, asresult ofthe separationofassetsand imply alargerfinancialflexibilityandmore solidcredit point ofview, theringfencingofBrisaconcessionwill efficiency tothedifferent businessunits.From thefinancial greater assetvisibility, willbringgreater whichinturn In operationalterms,thisreorganization willresult ina Structure following reorganization1 major motorwayoperator. the highqualitystandards thatmaketheBrisaGroup a to improve efficiency andrationalizemeanswhile ensuring services toallroad concessionsoftheGroup. Thegoalis management, willprovide maintenanceandoperation with a40-yearknow-howinmotorwaymaintenanceand transferred toonecompany-BrisaO&M.This Likewise, alloperationandmaintenanceactivitieswere allowing abetterdistributionofassetsandliabilities. debt willthenbetransferred tothisnewcompany, since itisstillincludedintheparent company. Corporate start bymovingBrisaconcessiontoadifferent company, changing theGroup intoaholding.Thisoperationwill Brisa isundergoingacorporatere-organization aimedat Corporate re-organization reference indexforsocialresponsibility. market capitalization;andtheFTSE4Good,European including the500European companieswithlargest Portugal, theBloombergEuropean 500-anindex VVP MOVENIENCE ASTERION | | MCALL BRISAL | TIIC | | | CONTROLAUTO DOURO | | AEBT | | AELO
3 | Annual Report 09 | 1. Introduction | Chairman’s Statement |
The global economic and financial crisis severely affected Cutback efforts were also extended to investment, which the real economy. The majority of world economies totalled 115 million euros in 2009, quite below initial suffered an unprecedented downturn and Portugal was estimates and 2008’s figures. These efforts enabled to no exception. An extremely difficult macroeconomic contain debt and provided for a consistent generation of environment led to the worst recession of the past two free cash flow. decades, with a negative GDP growth 2.7%. Stock exchange valuation and stronger sustainability In such a difficult background, Brisa sought to take On the capital markets, Brisa stock recovered against the advantage of every challenge and opportunity it could sharp losses experienced by markets in 2008. Brisa share seize and managed to achieve the financial and operating price climbed by 34.2%, corresponding to a value per
1. Introduction goals it had set forth in the beginning of 2009 - which had share of € 7.18 at 31 December 2010, slightly been considered over optimistic by most financial market 09 | outperforming the Portuguese PSI20 index. agents. The company’s achievements were not limited to the work Financial goals were met developed at economic and financial levels, but included a
| Annual Report Notwithstanding the difficult and uncertain environment, broader vision of sustainable growth. Brisa made 4 Brisa took on and achieved ambitious financial objectives, significant progress in this field, particularly at notably the preservation of cash flow. environmental and social levels, underpinned by its commitment to the five quantitative environmental goals Despite the drop in traffic on Brisa concession network by which make up Brisa's eco efficiency indicator. On the approximately 2% - lower than initially forecasted and social front, the company put a “Code of Ethics” into below Portuguese GDP’s downturn, the company kept practice, created an irregularities disclosure system and EBITDA at the same level of the previous year. This was appointed its first Ombudsman. possible thanks to a tight control of operating expenses, which were cut down by 4.3% in 2009. In like-for-like terms, without considering the impact from the change in Douro Litoral concession’s consolidation method, the real fall in operating costs was even higher, hovering around 6%.
Net income grew by 6.4%, which is on par with the EBITDA levels referred to above, and it will allow to distribute a dividend per share of 31 cents, equivalent to that of the previous year. Assets portfolio expansion Corporate Reorganization While working to obtain efficiency gains at operational Brisa concluded the renegotiation of its concession level and optimize investment, Brisa added three new contract in December 2008, which allowed it to start the assets to its portfolio. reorganization of its corporate structure in 2009. The purpose of this reorganization is to make way for the In the road sector, in consortium with other companies, creation of value by means of an improved financial Brisa participated in five tenders launched by the structure and greater operating efficiency. Portuguese Government and was awarded (pending official approval as yet) two new road concessions – Baixo Brisa’s corporate reorganization involves the change of the Tejo and Litoral Oeste – for a 30 year period and with a existing listed company into a business holding, total length of respectively 68 km and 112 km. transferring Brisa concession, including respective assets 1. Introduction
and liabilities, onto a specific vehicle, in line with the 09 | In the railway infrastructures sector, the Elos consortium present structure of remaining concessions. Within the co-led by Brisa won the construction and management of scope of this reorganization, all maintenance and the high speed train railway section between Poceirão and operation activities will be transferred to a new company
Caia, with a total length of 165 km. This achievement called Brisa O&M. | Annual Report marks a very important step for Brisa in a sector with close 5 links to road concessions. Confidence in the future In this uncertain economic environment, Brisa will stay the In terms of business portfolio management, the course, with eyes focused on cost control, investment agreement to reduce from 55% to 45% Brisa’s stake in management and preservation of cash flow. At the same the Douro Litoral concession should be pointed out. This time, the new corporate structure will provide greater change stems from the company’s policy to hold minority financial flexibility and a more solid credit standing, which, stakes in projects still under construction phase. combined with an active management of the business portfolio, will sustain our business growth. | Macroeconomic Overview |
In 2009 the world economy contracted by 1.1%, The labour market in Europe resisted better than influenced by the downturn experienced by advanced expected. Notwithstanding, unemployment still climbed economies, which fell by 3.4% in overall terms. Signs of to 9.5% (against 7.5% in 2008) and it probably did not recovery emerged by year end anchored on the strong reach its peak yet, taking into account the usual lag in the performance of Asian economies, particularly China market’s reaction. Against a background of feeble growth, (8.5% growth) and India (5.4% growth), whereas unemployment and a surplus of installed capacity, the advanced economies stabilized/slightly recovered. The inflation rate remained practically flat in 2009 and is upturn will be probably quite slow. expected to rise only slightly in the next few years.
Europe and Portugal Portugal is posting weak economic growth since the beginning of the decade, below Euro area average. On the After experiencing the longest, deepest and widest back of the current crisis, economic growth contracted by recession in its history, the European Union (EU) economy 2.7% in 2009. seems to have turned the corner, showing a visible improvement in the last months 2009. This development may result in part from the ambitious fiscal and monetary GDP GROWTH RATE (%) policy measures adopted by governments and central banks.
Nonetheless, the Euro area GDP fell by 4% last year - 5 % since recession broke out, i.e. 3 times the average loss of the three previous recessions. The crisis hit all European economies, which responded differently however, reflecting respective levels of exposure to the financial and trade sectors. 1. Introduction 09 |
Key economic indicators
2006 2007 2008 2009 | Annual Report 6 Euro GD 3.0 2.8 0.6 -4.0 Inflation 2.2 2.1 3.3 0.3 Unemployment 8.3 7.5 7.5 9.5
US GD 3.2 2.9 0.8 -4.1 Inflation 2.3 2.4 3.7 1.0 Unemployment 8.2 7.1 7.0 9.1
Portugal GD 1.4 1.9 0.0 -2.7 Inflation 3.0 2.4 2.7 -1.0 Unemployment 7.8 8.1 7.7 9.0
Source: EU Autumn Forecast, in Nov09 only 20%(against42%in2008)from beginningofthe influenced oilpricesinPortugal,whichsawachangeof This reduced volatilityinBrent pricesthroughout 2009 dropping by3.5%. through aperiodofdepreciation inlinewithBrent prices, which afterhavinggained5%inthefirstsemester, went barrel), asresult ofthechangeindollar/euro rate, prices rose by60%intheyear(from EUR 47toEUR67per 62, whichis40%lessthanin2008.IntheEuro area, Brent the bottomforyear. Average Brent pricestoodatUS$ the rest oftheyear, toUS$80inDecember, 70%above at end-2008levels.Itstartedrisinggraduallythroughout Brent averagepricestoodatUS$43,andremained stable prices stabilizedin2009.Inthefirstquarterofyear Following ayearmarkedbymajorvolatilityin2008,oil Oil andRoadFuelPrices EVOLUTION INAVERAGE CARFUELRETAIL PRICES,2007-09 EVOLUTION OFNEWCARSALES,2004-2009 0,80 0,90 1,00 1,10 1,20 1,30 1,40 1,50 1,60 J FMASOND 2007 J FMASOND 2008 against anactuallossof0.5%. forecast in2008wasforadecrease by2.2% insales figure ofthedecade.Itshouldbereminded thatthe car salesstoodbelow200thousandunits,thelowest last year, losing13%intheEUand30%Portugal.Total The carmarketrecession of2008deepenedevenfurther The Portuguesecarmarket (23% and77%,respectively). market share ofpetrol asagainstdiesel's continuedtofall September09), particularlydiesel(+11%).Overall,the contributed toanincrease insalesby9.5%(January09- 20% indieseland+10%petrol). Thisevolution 2009 declinedby15%inrelation totheprevious year(+ year’s bottomtoyearendhighest.Average fuelpricein J FMASOND 2009 Average Diesel Petrol
7 | Annual Report 09 | 1. Introduction 02. BRISA CONCESSION
| Brisa Concession |
Brisa Concession directly operates 11 motorways distributed over 1094.6 km, 1013.2 km of which are 2009 Economic indicators: subject to tolls. The concession further covers a motorway Operating revenues: 536,6 Million euros still to be constructed that will link to the future New EBITDA: 422,8 Million euros Lisbon Airport (about 22 km). This network is the main EBITDA Margin: 74,1% road corridor in the country, stretching from North to Number of workers: 1 462 South East to West. The concession will end in 2035, according to the new concession contract negotiated in 2008 with the Portuguese State.
Widening, expansion and maintenance 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 whenever the respective
2. Brisa Concession motorway’s Average Daily Traffic (ADT) exceeds 35 thousand or 60 thousand cars, respectively. 09 |
In 2009 the company completed the widening by 2x3 lanes of the Condeixa – Coimbra Sul sub-stretch and it is performing widening works in approximately 31.0 km of | Annual Report 8 sub-stretches of the A1, A2 and A-3 motorways.
Moreover, the company carried out studies and projects relating to the investments foreseen in the concession contract, namely accesses to the logistics platforms of Lisboa Norte in Castanheira do Ribatejo and Poceirão, respectively on the A1 motorway and the A12; the new Soure junction on the A1; and the connection to Alto da Guerra (A12 - EN10 in Setúbal). These works should start in 2010.
Widening works in progress in 2009
Motorways Length (km) Type
A 1 - Auto-Estrada do Norte Estarreja - Feira 16.8 2x3
A 2 - Auto-Estrada do Sul Coina – Palmela 11.5 2x3 Palmela - A2/A12 2.0 2x3
A 3 - Auto-Estrada Porto-Valença Águas – Santas - Maia 1.2 2x4 Characteristics of Brisa Concession
Length (km)
Motorways Tolled Toll-free Total 2x2 lanes 2x3 lanes 2x4 lanes
A1 – Auto-estrada do Norte 277.8 17.4 295.2 177.4 110.5 7.3 A2 – Auto-estrada do Sul 225.2 9.6 234.2 216.3 18.5 A3 – Auto-estrada Porto-Valença1 101.3 11.5 112.8 105.1 7.7 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 1 094.6 843.0 236.6 15.0
1 Plus 4.9 km of the Braga South Ring 2 Plus 1.1 km of the Coimbra Norte – Zombaria stretch
At maintenance level, the structural reinforcement of the Traffic in Brisa concession viaduct of river Trancão should be pointed out as well as a In 2009 Annual Daily Average Traffic (ADT) in Brisa number of pavement improvement and reinforcement concession totalled 19 754 vehicles, corresponding to a works in over 19.7 km. These improvement works will negative change of 1.9% as compared to the previous tend to increase as the network is already completed. year. The fact of the month of February being one day shorter in relation to February 2008 explains the difference In the year under review, road infrastructures were in the change of ADT and total traffic. submitted to periodical inspections, the results of which will be introduced in the Pavement Management System to be used in improvement studies. The company also continued to deploy noise mitigation equipment Development of Average Daily Traffic (ADT) 2. Brisa Concession
throughout the network. and total traffic in the tolled motorway 09 |
Direct investment in the network Breakdown 2008-2009 Change Direct investment in Brisa concession network totalled 83 Annual Average Daily Traffic -1.9% million euros, 60 millions of which were spent in widening Total Traffic -2.0% | Annual Report works. 9
This decline was due to an unfavourable macroeconomic background dragging since 2008, on par with the competition and cannibalization impact which affected Brisa Concession.
Direct investment in Brisa concession
Description 2004 2005 2006 2007 2008 2009
New stretches 175.5 154.3 200.9 110.6 9.2 - Major repairs1 4.1 11.1 11.4 17.9 16.5 7.2 Complementary projects2 41.5 64.2 56.8 54.5 69.9 69.7 Other 10.0 39.6 31.5 17.9 21.8 15.2 Total 231.1 269.2 300.1 200.9 117.4 92.1
1 Mainly repaving 2 Mainly widening works. Evolution of Average Daily Traffic (ADT) Traffic structure by toll class
Breakdown 2008-2009 Growth Class 2008 2009
Leap year -0.3% 1 81.0% 82.4% Scuts -1.1% 2 13.1% 12.5% Cannibalization -1.0% 3 0.8% 0.7% Organic ADT +0.4% 4 5.1% 4.4% Like-for-like Growth -2.0%
These figures attest for the resilience of traffic, as even The A9 and A10 motorways performed quite favourably. with exogenous effects, ADT fell much less than GDP. As far as the A9 motorway is concerned, this performance was due to a strong increase in internal travels; as for the In 2009 traffic on the A1 – Auto-estrada do Norte, A3 – A10, it stemmed from the ramp-up effect of the Lezíria Auto-estrada Porto/Valença and A4 - Auto-estrada Bridge, which was still felt in 2009 and finally also affected Porto/Amarante suffered the return and/or worsening of the A13 motorway. the adverse effects caused by the competition of the SCUT concessions, namely Costa da Prata, Norte Litoral and Analysis by class of vehicle Grande Porto, albeit to a much lesser extent than in 2008. The breakdown of traffic per type of vehicle reveals a higher decrease in heavy vehicle traffic (14% less as Brisal, which was completed in May 2008 with the compared to 1% less in light vehicles). This confirms the opening to traffic of sub-stretches between Louriçal and adverse economic background lived in 2009. It should be Mira, makes up with the Oeste motorway (between mentioned, however, that heavy vehicles account for 5% Lisbon and Leiria) and the Costa da Prata motorway of total traffic. (between Mira and Aveiro), a new North-South corridor between Lisbon and Aveiro. These new roads contributed The breakdown per toll class also attests for the to a decline in Brisa concession overall results, since part of unfavourable economic scenario, with classes 2 and 4 the traffic travelling in this new corridor was transferred losing importance as compared 2008. from the A1 and the A14 motorways (especially in the first half of 2009). 2. Brisa Concession Additionally, the completion in September 2009 of the TRAFFIC STRUCTURE BY CLASS OF VEHICLE 09 | Costa da Prata concession (with the opening of the 94,9% Angeja – Estarreja sub-stretch), which reinforced and 5,1% extended the North-South corridor referred above, provided a new road link between Lisbon and Oporto. 2009 | Annual Report 10 Breakdown by motorway 2008 As compared to 2008, this evolution in traffic per motorway changed the relative weight of each motorway 94,1% 5,9% in Brisa’s tolled network. Light vehicles Heavy vehicles The A1 and A14 motorways were the motorways that suffered the most with the deviation of traffic to the Atlântico and Brisal concessions and competition from Costa da Prata concession, especially following its completion in September 2009).
The A6 motorway also posted a weak performance as result of the significant decrease in long distance travels (particularly to Spain). RELATIVE WEIGHTOFTRAFFICINEACHMOTORWAY OFBRISANETWORK ANNUAL GROWTHINTRAFFICPERMOTORWAY 11 | Annual Report 09 | 2. Brisa Concession 12 | Annual Report 09 | 3. Economic and Financial Analysis Portuguese Statethatyear. the changesinconcessioncontractagreed withthe to theaccountingin2008ofone-off revenues related to Finally, the decrease inextraordinary results ismainlydue change inBrisal’s equityadjustedresults. referred toabovewere partiallyaffected byanegative Thepositiveimpacts holdings ofBrisaInternacional. equity accountingresults, mostlyexplainedviatheequity and theaveragedebtbalanceahigheramountof from thecombinedeffect ofthedecrease ininterest rates The favourabledevelopmentoffinancialresults stems by EBIT. (+8.3%). Theriseinnetprofit issimilartothatexperienced Net income,ontheotherhand,totalled159millioneuros euros (+8.4%). to 427millioneuros (+3.5%) andEBITreached 252million an 8.8%drop inoperatingexpenses.EBITDAamounted 2009 Brisa’s EBITDAincreased by3.5%,mainlyasresult of Despite themarginalgrowth inoperatingrevenues, in statements ofBrisaAuto-estradasdePortugalS.A.. This economicanalysisisbasedontheindividualfinancial Profitability Analysis e rft1631858.3% 8.4% 3.4pp 158.5 251.8 3.5% 146.3 43.8% 232.2 2.5pp 40.4% 426.7 %Change 74.3% 412.4 71.8% 2009 Net profit 2008 EBIT Margin EBIT EBITDA Margin EBITDA Million euros | | EconomicandFinancialAnalysis Results andMargins follows. to 2008.Thebreakdown oftollrevenue growth isas operating revenues, having dropped by0.8%inrelation In 2009tollrevenues accountedfor91.6%oftotal year’s. 574 millioneuros, i.e.only0.02%abovetheprevious During theyearunderreview operatingrevenues reached Operating revenues olrvne 3. 2. -0.8% Change % 526.1 530.4 2009 2008 Toll revenues Million euros te -0,1% -0,8% 2,6% -1,2% Contribution -2,1% Total change Other Tariff rise Traffic mix ADT oflike-for-like network Growth factors 19.4% 0.0% -4.7% 35.7 -26.3% 574.4 10.1 29.9 574.3 2.5 10.6 3.4 Operating revenues Other oncome Works forowncompany Service areas Operating revenues Breakdown oftollrevenue growth AND FINANCIAL 03. ECONOMIC ANALYSIS falling by2.8millioneuros inrelation totheprevious year. expenses, ontheotherhand,amountedto189.3million, growing by11.8million euros inover2008.Financial In 2009financialincometotalled112.7millioneuros, Brisal’s equityaccountingresults. effects beingpartiallyoffset byanegativechangein accounting results these relating toBrisaInternacional, and theaveragedebtbalanceanincrease inequity- due tothecombinedeffect ofthedrop ininterest rates previous year. Asmentionedabove,thisperformancewas euros, improving by14.5millioneuros asagainstthe Financial results for2009were negative by76.6million Financial results of totalcosts. staff costs,whichaccountforrespectively 27% and17% Brisa’s coststructure, followedbysuppliesandservices euros. Amortizationholdsarelevant weight (54%)in Operating costsfellby5.7%in2009,downto323million Operating costs te . . -35.2% 4.2 -8.8% 147.7 -5.7% -4.6% 6.4 322.6 161.9 55.5 342.0 -2.9% 58.1 174.9 -9.5% 180.2 Change % 88.1 2009 Total operatingcosts 2008 97.3 Amortization andprovisions Sub-Total Other Staff costs Supplies andservices Million euros Operating CostsStructure year. million euros, having fallenby0.4%overtheprevious At theendof2009netfinancialdebtamountedto2508 Net FinancialDebt climbed by44millioneuros, reaching 1344millioneuros. euros attheendof 2009.Equityontheotherhand, Total liabilitiesrose by25millioneuros upto3640million Balance Sheet–EquityandLiabilities million euros). (-17.7 millioneuros) andaccrualsdeferrals(-41.3 assets (-80.1millioneuros), tradereceivables -shortterm euros). Thisincrease waspartiallyoffset byadrop infixed euros) andcashequivalents(+11.9million were recorded byfinancialinvestments(+198.2million relation totheprevious year. Themostrelevant changes million euros, increasing by1.4%(69.7 millioneuros) in At theendof2009totalnetassetsamountedto4984 Balance Sheet-Assets before incometax(5.6%). rise innetresults (8.3%)ascompared to theriseinresults Income taxfellby3.1%,whichisexplainedasharper Income tax noetx4. 47-3.1% 44.7 8.3% 46.1 5.6% Change 158.5 % 203.1 2009 146.3 192.4 2008 Net profit fortheyear Income tax Results before tax Million euros 13 | Annual Report 09 | 3. Economic and Financial Analysis 04. CORPORATE GOVERNANCE REPORT
(in accordance with model established by the Securities Commission Regulations CMVM 1/2007)
Statement of Compliance of attendance lists, agendas and resolutions at general meetings held for, at least, the three previous years should be kept on this website. Complies. Minutes are available Under the terms and for the purposes of CMVM at www.brisa.pt. Regulation no. 1 / 2007, Brisa hereby warrants that the level of compliance with recommendations laid down in the Securities Commission’s (CMVM) Corporate I.6.1 Measures adopted to prevent the success of takeover Governance Code is as follows: bids shall respect the interests of the company and of its shareholders. Complies. [I.13] I. General shareholders’ meeting I.6.2 Corporate bylaws that provide, in observance of the I.1.1 The chairman of the board of the general meeting of above principle, for a limitation to the number of votes shareholders shall have human and logistic support that may be held or exercised by a single shareholder, resources as appropriate for his needs, taking into account individually or in agreement with other shareholders, shall the company’s economic position. Complies. [I.1] also establish that, at least every five years, the maintenance of such bylaw provision shall be subject to a I.1.2 The remuneration of the chairman of the board of the 4. Corporate Governance Report resolution at the General Shareholder Meeting – with no general meeting of shareholders shall be disclosed on the
09 | requirements for an aggravated quorum as compared to corporate governance annual report. Complies. [I.3] the legal one – and that upon such resolution all votes cast shall be counted without the operation of such limitation. I.2.1 Any imposition of a prior deposit or share blocking Not applicable.[I.6] period for participation in the general shareholders | Annual Report meeting shall not exceed 5 business days. Complies. [I.4] 14 I.6.3 Defensive measures the effect of which is to automatically cause a serious erosion in the company’s I.2.2 In the event of adjournment of the general meeting assets in the case of change of control or of change in the of shareholders, the company shall not impose such composition of the management body, thus hindering the blocking for the whole period until the session is resumed; shares’ free transferability and shareholders’ free the usual advance required for the first session shall be evaluation of the performance of members of the sufficient. Complies.[I.5] management body, shall not be adopted. Complies.[I.13]
I.3.1 Companies shall not provide for any statutory restriction on voting by correspondence. Complies. [I.8] II. Managemnet and Supervisory Bodies II.1.1. structure and duties I.3.2 The statutory advance period for the receipt of voting declarations issued by correspondence shall not exceed 3 II.1.1.1 The management body shall assess on its corporate business days. Complies. [I.10] governance report the adopted model, by identifying any constraints on its operation and proposing action I.3.3 Companies’ bylaws shall provide that one vote shall measures as are, in its opinion, creditworthy to overcome correspond to each share. Complies.[I.6] such constraints. Complies. [II.1]
I.4.1. Companies shall not establish a constitutive or II.1.1.2 Companies shall create internal control systems for deliberative quorum in excess of the provisions of the law. an efficient tracking down of risks related to the corporate Complies.[I.7] business, to safeguard their assets, and to the benefit of transparency in their corporate governance. Complies.[II.4 I.5.1 The minutes of general shareholder meetings shall be e II.9] made available to shareholders on the company’s website within 5 days, even though not constituting inside information under the law; also, a historical background II.1.1.3 Management and supervisory bodies shall be II.1.5.2 The compensation committee and the provided with internal regulations and shall have them management body shall submit to appraisal by the annual disclosed on the company’s website. Complies. general shareholder meeting a statement on the Management and supervisory bodies’ internal regulations remuneration policy for the management and supervisory are available at www.brisa.pt bodies and for all other managers (in the meaning of article 248B-3 of the Securities Code), respectively. Within II.1.2 Incompatibilities and independence this framework, shareholders shall be informed, inter alia, of the criteria and main parameters proposed for the II.1.2.1 The board of directors shall include a sufficient performance evaluation in order to determine the variable number of non-executive directors whose role is to ensure component, whether such component consists of share an actual ability to audit, prizes or share call options or annual bonuses or supervise and assess the activity of its executive members. otherwise. Complies. Since this is the first year in which Complies.[II.5] this recommendation applies, the remuneration committee will submit to the Annual Shareholders' II.1.2.2 The non-executive members of the management Meeting a statement on the criteria for determining the body shall include a number of independent members as remuneration of the management and supervisory bodies. appropriate, taking into account the size of the company In what concerns the determination of the remuneration and its shareholder structure, which shall in no case be less of the managing staff in the meaning of article 248B-3 of than a quarter of the total number of directors. the Securities Code, the board of directors will equally Complies.[II.5] submit before the General Meeting a statement on the determination of the latter's remuneration .[II.20] II.1.3 Eligibility and appointment
II.1.3.1 According to applicable model. The chairman of II.1.5.3 At least one representative of the compensation the Supervisory Board, the Audit Committee or the committee shall be present at the annual general Financial Matters Committee shall be independent, and be shareholder meetings. Complies[II.19] qualified as appropriate for his duties. Complies.[II.12 and II.13] II.1.5.4 proposal shall be submitted at the General Meeting on the approval of plans for the allotment of shares and/or II.I.4 Policy on the report of Irregularities options for share purchase or further yet on the variations in share prices, to members of the Management and II.1.4.1 The company shall adopt a policy on the report of Supervisory Boards and other Directors within the context irregularities allegedly occurred within it, with the of Article 248/3/B of the Securities Code. The proposal following data: (i) indication of the means that can be 4. Corporate Governance Report shall mention all the necessary information for its correct used for internal reporting of irregular practices, including 09 | assessment. The proposal shall contain the regulation plan the persons with legitimacy to receive such or in its absence, the plan’s general conditions. The main communications; (ii) indication of the treatment to be characteristics of the retirement benefit plans for members given to any such communications, including confidential of the Management and Supervisory Boards and other
treatment where the communicator so wishes. Complies. | Annual Report Directors within the context of Article 248/3/B of the Brisa implemented a system to report irregularities, subject 15 Securities Code, shall also be approved at the General to the rules available at www.brisa.pt and explained in Meeting. Complies.[II.19] detail in .[II.22]
II.1.5.5 The remuneration of the members of the II.1.4.2 Such policy’s general guidelines shall be disclosed in Management and Supervisory Boards shall be individually the company’s corporate governance report. Complies. and annually disclosed and, information on fixed and Brisa’s policy’s general guidelines on this subject are variable remuneration must be discriminated as well as explained in [II.22] any other remuneration received from other companies within the group of companies or companies controlled by II.1.5 Remuneration shareholders of qualifying holdings. Complies. [II.20] II.1.5.1 A The remuneration of the members of the management body shall be structured in such a way as to allow the alignment of their interests with the company’s interests. Within this framework: (i) the remuneration of directors exercising executive duties shall incorporate a performance-based component, and for such reason it shall take into consideration a performance evaluation carried out, on a regular basis, by the competent body or committee; (ii) the variable component shall be consistent with the maximization of the long-term performance of the company, and dependent on the sustainability of the adopted performance variables; (iii) unless the law so directly imposes, the remuneration of non-executive members of the management body shall be exclusively composed of a fixed sum. Complies.[II.20] II.2 Board of Directors strategy and general policies of the company; ii) the corporate structure of the group; and iii) decisions taken II.2.1 Within the limits established by Law for each that are considered to be strategic due to the amounts, Management and Supervisory structure, and unless the risk and particular characteristics involved. Not applicable. company is of a reduced size, the Board of Directors shall delegate the day-to-day running and the delegated duties II.4.2 The annual reports and financial information on the should be identified in the Annual Report on Corporate activity carried out by the General and Supervisory Governance. Complies.[II.5] Committee, the Financial Matters Committee, the Audit Committee and the Audit Board shall be disclosed on the II.2.2 The Board of Directors shall ensure that the company company’s website together with the financial statements. acts in accordance with its goals, and should not delegate Complies .[I.12] its duties, namely in what concerns: i) definition of the company’s strategy and general policies; ii) definition of II.4.3 The annual reports on the activity carried out by the the corporate structure of the group; iii) decisions taken General and Supervisory Board, the Financial Matters that are considered to be strategic due to the amounts, Committee, the Audit Committee and the Audit Board risk and particular characteristics involved. Complies.[II.5] shall include a description on the supervisory activity and shall mention any restraints that they may have come up II.2.3 Should the Chair of the Board of Directors carry out against. Complies.[I.12] executive duties, the Board of Directors shall set up efficient mechanisms for coordinating non-executive II.4.4 The Financial Matters Committee, the Audit members that can ensure that these may decide upon, in Committee and the Audit Board (depending on the an independent and informed manner, and furthermore applicable model) shall represent the company for all shall explain these mechanisms to the shareholders in the purposes at the external auditor, and shall propose the corporate governance report. Complies.[II.5] services supplier, the respective remuneration, ensure that adequate conditions for the supply of these services are in II.2.4 The annual management report shall include a place within the company, as well as being the liaison description of the activity carried out by the non-executive officer between the company and the first recipient of the Board Members and shall mention any restraints reports. Complies.[II.12 e I.6]. encountered. Complies.[II.5 e II.9]
II.4.5 According to the applicable model, the Committees II.2.5 The management body should promote member for Financial Matters, Audit Committee and the Audit replacement for financial matters at least after a 2 year Board, shall assess the external auditor on an annual basis 4. Corporate Governance Report mandate. Fails to comply.[II.5] and advise the General Meeting that he/she be discharged 09 | whenever justifiable grounds are present. Complies.[II.12] II.3 Chief Executive Officer (CEO), Executive Committee and Executive Board of Directors II.5 Special Committees II.3.1 When Directors that carry out executive duties are
| Annual Report II.5.1 Unless the company is of a reduced size and requested by other Board Members to supply information, depending on the adopted model, the Board of Directors 16 the former shall do so in a timely manner and the and the General and Supervisory Committees, shall set up information supplied must adequately suffice the request the necessary Committees in order to: i) ensure that a made. Complies.[II.5] competent and independent assessment of the Executive Directors’ performance is carried out, as well as its own II.3.2 The Chair of the Executive Committee shall send the overall performance and further yet, the performance of convening notices and minutes of the meetings to the all existing Committees; ii) study the adopted governance Chair of the Board of the Directors and, when applicable, system and verify its efficiency and propose to the to the Chair of the Supervisory Board or the Auditing competent bodies, measures to be carried out with a view Committee. Complies.[II.5] to its improvement. Complies.[II.9]
II.3.3 The Chair of the Executive Board of Directors shall II.5.2 Members of the Remuneration Committee or alike, send the convening notices and minutes of the meetings shall be independent from the Members of the Board of to the Chair of the General and Supervisory Board and to Directors. Complies.[II.19] the Chair of the Financial Matters Committee. Not applicable.
II.4 General and Supervisory Board, Financial Matters Committee, Audit Committee and Audit Board
II.4.1 Besides fulfilling its supervisory duties, the General and Supervisory Board shall advise, follow-up and carry out on an on-going basis, the assessment on the management of the company by the Executive Board of Directors. Besides other subject matters, the General and Supervisory Board shall decide on: i) definition of the II.5.3 All the Committees shall draw up minutes of the I.5 Should the General Meeting be suspended, the meetings held. Complies.[II.9] company shall not compel share blocking during that period until the meeting is resumed and shall then follow III.1 General Disclosure Duties the standard requirement of the first session.
III.1.2 Companies shall maintain permanent contact with I.6 Brisa share capital is represented by 600 million listed the market thus upholding the principle of equality for shares at the nominal price of 1 Euro per share, equal in shareholders and ensure that investors are able to access terms of rights and classes. Each share shall correspond to information in a uniform fashion. To this end, the one vote. Brisa was in fact, the first company to establish company shall create an Investor Assistance Unit. the principle of one share one vote, having at the same Complies .[III.12] time abolished any restrictions to the free exercise of vote.
III.1. The following information that is made available on I.7 There are no statutory rules establishing any the company’s Internet website, shall be disclosed in the constitutive or deliberative quorum, the Company being English language: subject in this regard to provisions in the Companies Code. a) The company, public company status, headquarters and remaining data provided for in Article 171 of the I.8 There is no statutory restriction to voting by Commercial Companies Code; correspondence. Shareholders wishing to do so may vote b) Articles of Association; by correspondence, provided they notify the Chairman of c) Credentials of the members of the Board of Directors the General Meeting by means of letter holding their and the Market Liaison Officer; certified signature (or, in the case of natural persons, a d) Investor Assistance Unit - its functions and access tools; letter holding their signature and enclosing a copy of the e) Accounts Reporting documents; respective identity card), which must mention the address f) Half-Yearly Calendar on Company Events; to where the ballot papers and remaining documentation g) Proposals sent through for discussion and voting during should be sent, up to the tenth day after the public the General Meeting; announcement of the General Meeting. h) Notices convening meetings. Complies.[III.12]
The Company will then send shareholders concerned | Chapter I respective ballot papers and remaining documentation.
I.9 Alternatively, shareholders may download and print a General Meeting ballot paper from Brisa's website (www.brisa.pt) and place 4. Corporate Governance Report I.1 The Board of the General Meeting is made up as the duly completed ballot paper in a closed envelope that follows: must be sent, together with copy of respective identity 09 | card and certificate (issued as provided hereinabove) of the Chairman: António Manuel de Carvalho Ferreira Vitorino financial intermediary in charge of the registration of the shares, to the Company's registered office up to the third Vice-Chairman: Francisco de Sousa da Câmara business day prior to the date of the General Meeting. | Annual Report Secretary: Tiago Severim de Melo Alves dos Santos 17 (Corporate Secretary) I.10 Shareholders wishing to vote by correspondence must send to the Company an envelope containing the The Company will provide to the Chair of the General certificate of the financial intermediary with whom the Meeting Board the necessary and adequate human shares are registered (issued under the terms referred resources and logistic support to prepare and hold the hereinabove) jointly with a closed envelope containing the general meetings in an independent, efficient and ballot papers duly filled in, which must be received up to competent way. the third business day prior to the date of the General Meeting. Minutes and attendance lists of the general meetings held in the past three years are available on Brisa website, www.brisa.pt.
I.2 The present mandate is for the 2008-2010 period
I.3 The remuneration of the Chair of the General Meeting Board is of € 5 000 per meeting.
I.4 The obligation to deposit or block shares before the General Meeting is of 5 business days. I.11 Shareholders may also vote over the Internet site at I.15 No agreements exist between the company and www.brisa.pt, provided that, up to the tenth day after the members of the management board or managing officers public announcement of the General Meeting, the under the terms of paragraph 3 of art. 248-B of the Company head office receives a letter (written in Securities Code establishing compensation if they resign or accordance with the model provided on the Internet site) are made redundant without a valid reason or if their addressed to the Chairman of the General Meeting, with employment ceases following a change in company certified signature (or, in the case of natural persons, a control. letter holding their signature and enclosing a copy of their respective identity card), containing a password selected by the shareholder and an electronic address to which the | Chapter II | shareholder in question wishes the Company’s own Management and Supervisory Bodies password should be sent. These two passwords will jointly allow access to the respective ballot paper on the above mentioned Internet site www.brisa.pt. These shareholders II.1. Board of Directors may exercise their right to vote during twelve days as from 0:00 hours of the fourteenth day counting from the date The Board of Directors is made up as follows: of the public announcement of the General Meeting. The referred certificate of the financial intermediary issued as Chairman Vasco Maria Guimarães José de Mello* provided hereinabove must be received until the third Vice-Chairman João Pedro Stilwell Rocha e Melo* business day prior to the date of the General Meeting Member João Pedro Ribeiro de Azevedo Coutinho* subject to the votes of respective shareholders not being Member João Afonso Ramalho Sopas Pereira Bento* considered Member António José Nunes de Sousa* Member António José Fernandes de Sousa I.12 One of the principles laid down many years ago by Member António Nogueira Leite Portuguese law is that the remuneration of the Member Salvador Alemany Más management body falls exclusively to the General Meeting Member Martin Wolfgang Johannes Rey that may delegate this duty to a remuneration committee. Member Luís Manuel de Carvalho Telles de Abreu The 2008 Annual General Meeting appointed a Member António Ressano Garcia Lamas** Remuneration Committee for the 2008-2010 period and Member João Vieira de Almeida appreciated a statement of this Committee on the criteria Member Pedro Jorge Bordalo Silva for determining the remuneration of the management body. Another principle laid down long ago in Portuguese * Executive Committee 4. Corporate Governance Report ** Suspended his mandate for one year from May 2009. Law is the Annual General Meeting's duty to appraise the 09 | performance of the management and audit bodies. The current corporate mandate is for the 2008-2010 As far as annual general meetings are concerned, the period. management report, including the financial statements and Audit Board and External Auditor reports are made
| Annual Report Brisa’s governance model consists of a board of directors available on Brisa's website www.brisa.pt at least three 18 and a supervisory board, as deliberated by shareholders. weeks prior to the date of the general meeting.
Executive and supervisory functions are thus clearly distinct I.13 There are no statutory measures aimed at forestalling and therefore held by different bodies. the success of takeover bids. Likewise, no statutory measures exist aimed at automatically causing asset In this framework, the board of directors abides by a rule erosion in cases such as changes in the control or to the of solidarity and mutual responsibility between all composition of the Board of Directors. members.
I.14 There are statutory agreements of understandings of However, without prejudice to this solidarity rule, there is any kind that may enter into force, or be altered or cease clear advantage in having management bodies composed in case of change in company control. of executive and non executive members, since the latter - being less involved in 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 changes and improvements, or even alternative solutions. In this context, two further committees besides the Executive Committee exist within the scope of the Board of Directors that only include non executive directors, one of which has as main duties the follow-up 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. CORPORATE ACTIVITIES GOVERNING BODIES Rui Gil IT Henrique Pulido Human Resources Manuel MeloRamos Strategic Palnning Luís Geraldes Legal Luís D’EçaPinheiro and Sustainability Investors, Communication João Pereira Vasconcelos Finance andControl Ana CláudiaGomes and Sustainability Audit, Organisation Carlos SalazardeSousa Administrative SUPPORT SERVICES CORPORATE CENTREAND CORPORATE ACTIVITIES Melo-Secretary Tiago Francisco deSousaCâmara-Vice-Chairman António Vitorino-Chairman GENERAL ASSEMBLY GOVERNING BODIES Valdemar Mendes e Empreendimentos Brisa Participações Saltão Victor Brisa NorthAmerica Guilherme Magalhães Development Business DEVELOPMENT BUSINESS by JoséAssunçãoDias & Associados-ROC,represented Alves daCunha,AssunçãoDias Joaquim PatríciodaSilva-Member Tirso OlázabalCavero-Vogal Francisco XavierAlves-Chairman AUDIT BOARD Vasco deMello CONCESSIONS MOTORWAY Pedro Costa Northwest Parkway Valdemar Mendes João Bento Rodoviárias Companhia deConcessões INTERNATIONAL CONCESSIONS José Braga Litoral OesteConcession João Portela Baixo Tejo Concession José Braga Concession Auto-Estradas doAtlântico João Portela Douro LitoralConcession José Braga Litoral CentroConcession Victor Santiago Amadeu Rolim Manuel Lamego Brisa Concession NATIONAL CONCESSIONS Pedro Rocha eMelo (*) -ExecutiveCommittee Pedro BordalodaSilva-Member Martin Rey-Member João VieiradeAlmeida-Member António Lamas-Member Luís TellesdeAbreu-Member Salvador AlemanyMás-Member António NogueiraLeite-Member deSousa-Member António Fernandes António NunesdeSousa-Member(*) João Bento-Member(*) João AzevedoCoutinho-Member(*) (*) Pedro RochaeMelo-Vice-Chairman Vasco deMello-Chairman(*) EXECUTIVE COMMITTEE BOARD OFDIRECTORS/ OPERATIONS MOTORWAY Luís VasconcelosPinheiro João Pecegueiro Telecomunicações MCall -Serviçosde Luís VasconcelosPinheiro Via VerdePortugal Rui Roque Jorge SalesGomes Inovation andTechnology Luís Roda Francisco MontanhaRebelo João Pecegueiro Brisa O&M João AzevedoCoutinho Tiago Melo Tiago COMPANY SECRETARY João Bento INFRASTRUCTURES OTHER Guilherme Magalhães Movenience João Bento Velocidade Elos -LigaçõesdeAlta Joaquim EvaristodaSilva Asterion ACE Francisco RocioMendes Manuel Cary Company Investment Transport Infrastructure Luís Nery Carlos SalazardeSousa Giuseppe Nigra Automóvel Controlo Técnico Controlauto - Pedro Carvalho Brisa EngenhariaeGestão António NogueiraLeite-Member Luís Telles deAbreu-Member António deSousa-Chairman Committee Audit andRiskManagement António NogueiraLeite-Member Luís Telles deAbreu -Member deAlmeida-Chairman João Vieira Sustainability Committee Corporate Governanceand OF DIRECTORS DESIGNATED BYTHEBOARD Rui RoquedePinho-Member Luís CortesMartins-Member Jorge JardimGonçalves-Chairman Remuneration Committee ELECTED BYTHEGENERALASSEMBLY: INTERNAL COMMITTEES António deSousa 19 | Annual Report 09 | 4. Corporate Governance Report EXECUTIVEEXECUTIVE COMMITTEECOMMITTEE UNITS UNITS
Vasco de Mello Pedro Rocha e Melo João Azevedo Coutinho João Bento António Nunes de Sousa
General Coordination CORPORATE CENTRE AND CORPORATE CENTRE AND CORPORATE CENTRE AND OPERTIONAL SUPPORT SERVICES SUPPORT SERVICES SUPPORT SERVICES AREAS CORPORATE CENTRE AND Strategic Palnning Administrative IT Brisa O&M Legal Audit, Organisation Brina Inovação e Tecnologia SUPPORT SERVICES Human Resources and Quality Brisa Engenharia e Gestão Investors, Communication BUSINESS Finance and Control and Sustainability DEVELOPMENT MOTORWAY Business Development MOTORWAY CONCESSIONS OTHER Brisa North America CONCESSIONS Brisa Concession INFRASTRUCTURES Brisa Participações Douro Litoral Concession Controlauto - e Empreendimentos Controlo Técnico OTHER Automóvel MOTORWAY INFRASTRUCTURES Transport Infrastructure CONCESSIONS MCall - Serviços Investment Company Litoral Centro Concession de Telecomunicações Atlântico Concession Via Verde Portugal Companhia de Concessões Rodoviárias Northwest Parkway
OTHER INFRASTRUCTURES Asterion ACE Elos Consortium
In these terms, the Board of Directors makes a positive impact, the Company has developed an integrated assessment of this corporate governance structure, as it management system allowing to define what measures considers that in light of developed activity, the must be taken and rational means used, considering the shareholder structure and the experience already risk tolerance limits strategically set forth according to a obtained, this is the most appropriate system to ensure methodology based on: efficient and transparent governance, capable of creating value to all shareholders. - Identification of Brisa’s main business related risks; - Assessment, measuring and definition of criticality and II.2. The corporate governance system adopted at Brisa priority levels of risk according to respective impact of the consists of a Board of Directors and a Supervisory Board; Group's goals, taking into account their probability of therefore, besides the committees set up within the Board occurrence; of Directors and described in II.9 hereinabove, there are no - risk management plans that are part of the planning and
4. Corporate Governance Report other committees with management or supervisory group management processes; powers. - Monitoring and assessment of adopted measures. 09 |
II.3 Organizational charts relating to the structure of In its construction activity, namely in what concerns the corporate bodies and areas of responsibility of the supervision of compliance with motorway construction Executive Committee are shown below. Detailed rules and health and safety in particular, Brisa set forth a | Annual Report 20 information on the delegation of powers within the Board specific policy and created a special structure that controls of Directors is described in Paragraph II.5. and sees to the application of health and safety procedures in construction works and ensures the central II.4. The risk management policy is set forth by the Board and local coordination of safety and health plans for risky of Directors, which establishes goals and procedures to activities. detect and prevent relevant risks that may arise in the construction and operation of motorways as well as in the The Company also develops activities in the fields of environmental, legal and financial areas, ascribing occupational safety and health to ensure the assessment responsibilities to risk management bodies. and control of occupational risks, including the planning and implementation of prevention measures, elimination On par with social responsibility, risk management plays a of risk and accident factors and follow-up of occupational relevant role in sustainable development, stimulating health. business growth, allowing to capitalize internal know-how and follow the best practices to efficiently manage the In terms of operation, Brisa holds the necessary and risks to which the Group is exposed. sufficient means to keep all safety equipment in its network in perfect using conditions, providing updated As a cornerstone of corporate governance, risk and timely information to clients and back up services, management is part of Brisa’s culture and management ensuring safe traffic conditions and road assistance. processes, it falling to the Group’s employees, at different levels of the organization, the responsibility to mitigate risk The existing infrastructure includes the Operational factors, minimizing their impact on the company and Coordination Centre, integrated in a comprehensive stakeholders and identifying return opportunities, communication and information system, which records, whenever possible. processes and provides information on occurrences in motorways, allowing at the same time the collection of With a view to provide for a more efficient identification statistical data and the timely identification of situations of all risk situations, their characterization, likeliness and which may require corrective measures. The best practices are laid down in the Operations and are, for legal or statutory reasons, reserved to the Board of Maintenance Manual, which establishes the rules and Directors. Under these terms, the following duties are procedures to be respected and complied with in daily reserved to the Board of Directors. operations. • Definition of the major strategic guidelines with which the Company’s management must comply On the environmental field, the company undertakes coordinated studies to avoid and mitigate environmental • Co-opting of directors risks during the initial project phase and supervises the • Summoning of General Meetings. development of environmental assessment processes. This • Drawing up and approval of Annual and Quarterly follow-up continues during construction phase using Reports and Financial Statements resources specifically allocated to the fulfilment of the • Provision of surety bonds and personal or tangible monitoring programme during construction phase, securities on the company’s behalf. including mitigating or compensatory measures and • Change of head office and capital increases, under the environmental management procedures. terms provided in the Articles of Association • Mergers, demergers and transformation of the Additionally, one of the priorities of the Operational company. Structure is the detection of environmentally risky situations in line with the environmental policy in force, Any relevant business for the Company however, even if acting in a preventive manner in the management of delegated upon the Executive Committee, may be measures to reduce their negative impact on motorways. submitted to the Board of Directors, pursuant to deliberation of the Executive Committee or its Chairman. From a financial risk point of view, Risk Management department exists to monitor and manage liquidity, Under the terms of Art. 7 of the Articles of Association, interest and exchange rate risks. which are available at www.brisa.pt, the Board of Directors, may in cases legally permitted, deliberate on the Brisa is exposed to a number of financial risks arising from issuing both on the domestic and international markets, of its operations. The most important are liquidity and bonds and/or other securities including namely bonds that interest rate risks deriving from the company’s debt are convertible into shares, bonds giving right to the portfolio; exchange rate risk resulting from investments in subscription of shares and/or warrants on treasury stock. Brazil and the United States; and counterparty risk associated to hedging transactions and any other financial Non executive directors may request any clarification they applications. The Financial and Control Department may deem suitable and will have access to any information 4. Corporate Governance Report manages financing operations, surplus liquidity they may want, namely minutes and agendas of the applications and exchange transactions as well as the meetings of the Executive Committee, either individually 09 | Group’s counterparty risk. Additionally, the Treasury and or within the scope of any work developed by any of its Risk Management Division of the Financial and Control special committees referred to in II.9. Meetings of the Department is responsible for the identification, Board of Directors will be summoned and prepared in quantification and proposal of measures to advance, namely documentation relating to the subjects | Annual Report 21 manage/mitigate the financial risks to which the group is included on respective agenda will be distributed in time, exposed, as described in detail in the chapter on financial in order to ensure that all members of the Board of risk management. Directors can exercise their duties in an informed and independent way. II.5. Pursuant to the law currently in force, in companies with a governing structure such as that of BRISA (Board of During 2009 non executive members belonging to special Directors and Supervisory Board) the Board of Directors is committees took an active part in the meetings of the a collective body whose members exercise functions in Board of Directors and also in the works of such their personal capacity, regardless of whom appointed or committees. proposed them. Brisa’s Board of Directors is composed of thirteen directors, five of which make up the Executive The company does not change its director for the financial Committee. Eight of the 13 members of the Board of area at the end of each two mandates, as it considers that Directors are non-executive members, and 6 are it is not rotation which is the most important but the independent, in other words, they are not associated to solidity and efficiency of the internal audit and control any specific interest group cohabiting within the company. system and a participated, clarified and responsible decision-taking process regarding issues deserving Under statutory terms, the Board of Directors meets at particular attention. least once each quarter. The executive management of the company falls to the Executive Committee. Pursuant to In this light and considering that Brisa's major risks are of the governance model adopted at BRISA, the Chairman of an operational nature, at the end of 2009, the company the Board of Directors is also the Chairman of the deployed a tool that will allow for an integrated Executive Committee. management of the risk management system.
The Executive Committee has been invested with the II.6. Besides the rules governing the company's corporate broadest management powers, except for those which bodies, which are available at www.brisa.pt, there are no other rules on incompatibility or maximum number of appropriate to achieve its objectives. This Committee met offices that can be held. In meetings of the Board of 4 times in 2009. Directors, besides any issue deserving specific attention in each circumstance, a detailed analysis of the activity The Audit and Risk Management Committee is made up developed since the last meeting will be made, and of Prof. António de Sousa (Chairman), Dr. Luís Telles de directors responsible for the special committees will report Abreu and Prof. António Nogueira Leite. All members of on the activity developed during the said period. this Committee are non-executive and only Prof. António Nogueira Leite is considered non independent to the II.7. Under the terms of the Companies Code, in extent that he performs functions in the management companies with Brisa's governance model (Board of board of a company of the José de Mello Group, which Directors and Supervisory Board), it falls to shareholders holds more than 10% of BRISA’s share capital. The main assembled in General Meeting to submit proposals for duties of this Committee are: regular follow-up of the nomination and elect the members of the Board of Internal Audit Department (IAD) and External Auditors; Directors and the Supervisory Board. In this light, there is comment on the appointment and dismissal of External no statutory restriction to the nomination and election of Auditors; evaluate and give an opinion on internal these two bodies. auditing procedures; supervise the sufficiency and adequacy and efficient performance of the internal control In case of resignation or definitive impediment of a system; and ensure compliance by Directors with the rules director during the course of his mandate, the Board of of the securities market as applicable. During 2009 this Directors will co-opt a new member, who will be subject Committee met 3 times. Minutes of this committee's to the approval of the first general meeting occurring after meetings were drawn up. the co-opting concerned. In case of resignation or definitive impediment of a member of the Supervisory If the incompatibility rule provided in article 414-A of the Board, the vacant seat will be filled by the alternate Companies Code exclusively applicable to the members of member of this body. the Supervisory Board and Board of the General Meeting were to be applied to members of the Board of Directors II.8. In 2009 the Board of Directors met 9 times, the and more specifically to non executive directors, António Executive Committee met 58 times and the Supervisory Nogueira Leite, Salvador Alemany Más, Pedro Jorge Board met 9 times. Bordalo Silva and Martin Wolfgang Johannes Rey would not comply with the said incompatibility rule, as they hold II.9. Besides the Executive Committee whose members are management functions in five companies. Non executive identified in II.1, the Board of Directors set up two internal directors António José Fernandes de Sousa, Luís Manuel 4. Corporate Governance Report control committees, each consisting of three non de Carvalho Telles de Abreu, João Vieira de Almeida and 09 | executive directors, the purpose of which is the follow up António Ressano Garcia Lamas would comply with the and supervision of the company's business in what said incompatibility rule. concerns specific aspects. Should the independency criteria set forth in paragraph 5 | Annual Report Committee for the Follow-up of Corporate Governance of art. 414. of the Companies Code concerning 22 and Sustainability is formed by Dr. João Vieira de Almeida specifically to members of the Supervisory Board be (Chairman), Prof. António Nogueira Leite and Dr. Luís applicable to members of the Board of Directors, members Telles de Abreu. All members of this Committee are non- João Pedro Ribeiro de Azevedo Coutinho and João Afonso executive and only Prof. António Nogueira Leite is Ramalho Sopas Pereira Bento would be considered considered non independent to the extent that he independent. performs functions in the management board of a company of the José de Mello Group, which holds more In this regard, the company deems independent any than 10% of BRISA’s share capital. member of the Board of Directors who is not linked to any group of specific interests in the company, namely that The main duties of this Committee are to follow-up the does not hold or act on behalf of any holder of a qualified compliance with the corporate governance rules and stake equal or above 2% of the share capital. regulations governing the companies of the Brisa Group and the performance of sustainable development policies All committees draw up minutes of their respective at economic, environmental and social levels; periodically meetings. assess the outcome of these rules and policies; supervise In compliance with recommendations in paragraph II.5.1 the activities of the Investor Relations, Corporate of the Securities Market Corporate Governance Code, the Communications and Sustainability Department (DIS) in Sustainability and Corporate Governance Committee areas falling under the responsibility of this Committee, (SCGC) drew up the following report: supervise the preparation of the Management Report, commenting on the chapters related to sustainability and According to recommendations in force, it falls to the corporate governance; supervise the enforcement of the Sustainability and Corporate Governance Committee Deontological Code and propose measures leading to its (SCGC) to undertake an assessment of the performance of continuous updating and effective enforcement in all executive directors and existing committees, including self companies of the BRISA Group; and propose to the Board assessment. of Directors any reforms and initiatives as deemed The SCGC has not defined and does not yet hold specific This Committee and the Supervisory Committee - as performance assessment tools in the light of this confirmed by the latter, were given the information recommendation, as it considers that any deployment of and support they required for their regular specific weighing measures is not justifiable given the functioning. interim nature of current corporate governance rules and should therefore wait for increased maturity and larger Brisa's continued investment in research & experience obtained by both the market and SCGC on this development allowed the company to continuously subject. evolve at technological level, resulting in significant efficiency gains and confirming the company as In view of the above, SCGC established for assessment reference in the sector. purposes a few parameters and assumptions of general nature that govern the assessment carried out and which In an extremely difficult year marked by an consist of the following: unprecedented financial crisis that took its toll on every industry, sector and organization, the EC proved 1. Scope capable of managing and protecting Brisa's image, safeguarding the continuation of projects with impact SCGC considers that the assessment to be carried out on the company's sustainability and keeping an open should exclusively focus aspects within its specific scope of dialogue with all stakeholders, in order to maintain a attributions, i.e. corporate governance and sustainability, high confidence level in its brand. and that it should not give its opinion on matters beyond this scope, particularly those of financial or operational Against such background, we must point out the nature. efforts made to reduce and rationalize costs, against the best market expectations. 2. Method
2.1. SCGC bases its evaluation on an analysis focused on Finally, we must refer in particular the huge work (i) the regularity of the activity of corporate bodies in developed within the scope of the internal view of the policies set forth and corporate reorganization carried out during 2009, which governance recommendations in force; (ii) the required intense and delicate negotiations with company's performance at sustainability level, as financing banks, government entities and rating reflected in the Sustainability Report; and (iii) the agencies. This work allowed to present to shareholders degree of execution of plans and projects laid down a new corporate structure that will enable the for the year under review and considered important in company to better face any challenge that may arise. terms of corporate governance and/or sustainability. 4. Corporate Governance Report Our assessment of the performance of the EC is thus 09 | 2.2. Taking into account the collective nature of the quite positive. corporate bodies under evaluation, SCGC assesses the performance of these bodies and entities and not 3.2. Audit and Risk Management Committee (ComAud) each of their members. | Annual Report 23 AudCom plays a crucial role within the scope of Brisa's 3. Assessment corporate governance, as it ensures an independent and close supervision of the company's economic and 3.1. Executive Committee (EC) financial situation.
No restraints or problems were detected likely to In 2009 ComAud met three times, being granted hinder the normal and regular functioning of the access to all information and receiving the support of executive body, particularly the articulation between the services it required. AudCom holds regular the EC and the Board of Directors, whose members meetings with the company's departments involved in were given the necessary means to perform their the areas under its jurisdiction, namely the Internal duties in an informed and independent way. Audit Office and the Supervisory Board. These meetings were held on a regular basis during 2009. The EC met 58 during 2009 and minutes were drawn up of every meeting held. Furthermore, all decisions AudCom plays an active role in meetings of the Board and information requiring ratification or information of Directors, reporting on its activity, proposing viewing respective execution were submitted to the recommendations and requesting information to the relevant bodies and services. EC viewing to clarify issues under discussion.
The EC was present in all Board of Directors’ meetings, Our assessment of the performance of the AudCom is having carried out or ordered the carrying out of therefore quite positive. presentations and provided any clarification required by the members of the Board of Directors, viewing to enable a clear identification of the issues under discussion and decide thereon. 3.3. Sustainability and Corporate Governance Committee Member of the Board of Directors of Abertis, Barcelona (2003-2007). SCGC meets twice each month, inviting to the meetings representatives of the company's areas more involved in governance and sustainability issues. The João Pedro Stilwell Rocha e Melo, Vice-Chairman of the presence of these representatives presence in SCGC Board of Directors and Member of the Executive meetings never failed. Committee of Brisa – Auto-estradas de Portugal, S.A. since 2002. During 2009 SCGC met all its goals, namely: Graduated in Mechanical Engineering from Instituto Implementation of an irregularities disclosure system Superior Técnico in 1985. and the creation of the Ombudsman role; Larger participation in the drawing up of the Post-graduation in Business Administration (MBA) from Sustainability Report; Universidade Nova de Lisboa in collaboration with Wharton School, of the University of Pennsylvania in 1986. These goals were fully met attesting for the increasing importance of SCGC's role within the company's International Capital Markets Course from Oxford internal structure, which was achieved thanks to the University in 1991. work of respective officers and particularly the assiduous presence of Mr. Luis d'Eça Pinheiro, Mr. Completed the management training programme Tiago Severim de Melo and Mr. Franco Caruso in the “Leadership for Top Managers” – IMD International in Committee's meetings. 2002.
Mention should be made to the appointment of Dr. Director of Mello Valores – Sociedade Financeira de Daniel Amaral as Company’s Ombudsman and to the Corretagem and director-general of Banco Mello de training on the Code of Ethics, involving 2434 Investimentos. From 1997-2000, Chairman of the employees from all companies of the Group and Executive Committee of Banco Mello de Investimentos, which was subscribed on a large-scale. Director of Banco Mello, Director of Companhia de Seguros Império and Vice-chairman of the Board of In view of the above, SCGC considers that it Directors of BCP Investimento. performed well in 2009. 4. Corporate Governance Report
09 | João Pedro Ribeiro Azevedo Coutinho, Member of the II.10. Professional qualification and positions held by the Board of Directors and Executive Committee of Brisa – members of the Board of Directors in the past 5 years: Auto-estradas de Portugal, S.A. since 1999.
Vasco Maria Guimarães José de Mello, Chairman of the
| Annual Report Graduated in Business Administration from Universidade 24 Board of Directors and Chief Executive Officer of Brisa Católica Portuguesa in 1982. Auto-estradas de Portugal S.A. since 2000. Completed the management training programme Graduated in Business Administration from the American “Leadership for Top Managers”, IMD International in College of Switzerland, 1978. Attended the Citigroup’s 2002. Training Program in New York, from 1978 to 1979. Senior auditor at Coopers & Lybrand, Auditores, Lda., Banco Crefisul de Investimento of Group Citicorp in São director in charge of financial engineering, corporate Paulo, Brazil, 1980. Managing Director at CUF Finance, a finance, mergers and acquisitions and capital markets at wealth management company in Geneva, Switzerland, DECA, Decisão Estratégica, Consultores Associados em 1985. Director of UIF – União Internacional Financeira, Gestão, S.A., director in charge of investment and 1988. Member and chairman of the board of directors of financial engineering and primary capital markets at RAR - Banco Mello, Banco Mello de Investimentos and Sociedade de Investimentos e Engenharia Financeira S.A., Companhia de Seguros Império and vice-chairman of José director of Deutsche Bank, in Portugal, responsible for the de Mello, SGPS (1991-2000). Investment Banking Department, member of the board of directors of DB Vida, S.A. and member of the executive Member of the Strategic Board of CTT – Correios de committee of Banco Mello de Investimento. Portugal, S.A. and member of the Board of Directors of ONI, SGPS (2000-2002).
Vice-Chairman of the High Council of Banco Comercial Português (2000-2007).
Member of the Supervisory Board of Bank Millennium - Poland (2005-2007). João Afonso Ramalho Sopas Pereira Bento, Member of the António José Fernandes de Sousa, Member of the Board of Board of Directors and Executive Committee of Brisa – Directors of Brisa Auto-estradas de Portugal S.A since Auto-estradas de Portugal, S.A., since 2001. 2002.
Civil Engineering Degree from Instituto Superior Técnico Graduated in Business Administration from Universidade (IST), 1983. Católica Portuguesa, 1977
MSc in Structural Engineering from Instituto Superior PhD in Business Administration in the area of Strategic Técnico, 1987. Planning from Wharton School, University of Pennsylvania, 1983. PhD in Civil Engineering from Imperial College of Science, Technology & Medicine, London University, 1992. Assistant secretary of state and foreign trade (1991-1993), assistant secretary of state and finance (1993-1994), “Agregação” in Civil Engineering – Intelligent Systems, IST, governor of the Bank of Portugal (1994-2000) and 1999. chairman of the board of directors of Caixa Geral de Visiting Professor of Design Support Systems at the Depósitos (2000- 2004). Department of Civil Engineering and Architecture of the IST António Nogueira Leite, Member of the Board of Directors Fellow of the “Academia de Engenharia”. of Brisa Auto-estradas de Portugal S.A., since 2002.
Member of the Board of Directors of EDP S.A (2000- Graduated in Economics from Universidade Católica 2003), Adamastor Capital, SGPS, S.A. (2002-2004) and Portuguesa, 1983. Masters of Science in Economics, from Brisatel S.A. (2000-2001). University of Illinois at Urbana-Champaign, 1986. Ph.D. in Economics from University of Illinois at Urbana- President of ASECAP - Association of the European Tolled Champaign, 1988. Motorways from 2005 to 2007, and Honorary President since May 2007. Equivalency to Doctorate Degree in Economics (specialisation: Microeconomics) from the Faculty of Economics of Universidade Nova de Lisboa.
António José Nunes de Sousa, Member of the Board of 4. Corporate Governance Report
Directors and Executive Committee of Brisa – Auto- “Agregação” at Universidade Nova, 1992 and presently 09 | estradas de Portugal, S.A., since 2008. Visiting Professor at the same University.
Graduated in Civil Engineering from Instituto Superior Chair of the board of directors of the Lisbon Stock
Técnico (IST), 1982 Exchange, 1999. Secretary of state for treasury and | Annual Report finance in the XIV Constitutional Government (from 25 Post-graduation in Business Administration from October 1999 to September 2000) and deputy governor Universidade Católica Portuguesa, Lisbon, 1998 of the European Investment Bank, European Bank for Reconstruction and Development and the Inter-American From 1993 to 1999, Portuguese Road Authority having Development Bank. Portuguese representative at the held different positions; Manager of Concession Economic and Financial Council of the European Union. Operations, 1996. At Brisa Auto-estradas de Portugal, S.A., Technical General Manager (1999 to 2001) and Technical General Manager Salvador Alemany Más, Member of the Board of Directors (2001 to 2002). of Brisa Auto-estradas de Portugal S.A., since 31 March 2008. Executive Director of BRISA Engenharia e Gestão, S.A. (2002 to 2004) and its Chief Executive Officer (from June “Profesor Mercantil” and Graduated in Economic Sciences to November 2004). from University of Barcelona
Member of the Board of Directors of BRISA Internacional, Official Auditor Diploma from IESE. SGPS, S.A., (2004-2006); Chairman of the Board of BRISA Participações e Empreendimentos, Ltda (Brazil) since 2005; Executive Director of Abertis in 2003, having occupied member of the Board of Directors of Companhia de similar positions in various companies of Group Abertis. Concessões Rodoviárias, S.A., in Brazil. Martin Wolfgang Johannes Rey, Member of the Board of João Vieira de Almeida, Member of the Board of Directors Directors of BRISA Auto-estradas de Portugal, S.A., since of Brisa Auto-estradas de Portugal S.A., since 2003. September 2007. Law Degree from Universidade Católica Portuguesa, 1985, Graduated in Law from Rheinische Friedrich-Wilhelms member of the Portuguese Bar Association and the University in Bonn, having also attended business Brazilian Bar Association. Member of the District Council administration at the University of Hagen. and General Council of the Portuguese Bar Association.
Joined the Babcock Group in 2003, having held various Senior partner and chairman of the executive board of managerial positions at Bayerische Hypo-und Vereinsbank Vieira de Almeida & Associados - Sociedade de (HVB) before that. Advogados, responsible for M&A and Corporate Finance.
Currently member of the executive committee of Babcock & Brown, in charge of coordination of the Group’s Pedro Jorge Bordalo Silva, Member of the Board of operations in Europe. Directors of BRISA Auto-estradas de Portugal, S.A., since September 2007.
Luís Manuel de Carvalho Telles de Abreu, Member of the Board of Directors of Brisa Auto-estradas de Portugal S.A., Production Management Course from Sheridan Institute since 2003. of Technology, Toronto, Canada, 1980.
Graduated in Law from the Faculty of Law of Coimbra Director of the Lusomundo Group, including, amongst University, 1963. others, Lusomundo Audiovisuais, Lusomundo Media and Jornal de Notícias (1998-2002); - Member of the Bar Association (District Council of Oporto), from 1978 to 1980 and 1981 to 1983; Director of Cinveste, SGPS, S.A. (since 2002)
- Member of the General Council of the Bar Association from 1990 to 1992; II.11. Positions held by Members of the Board of Directors in other companies - Member of the High Council of the Bar Association from 2005 to 2007.
4. Corporate Governance Report Positions held by Chairman of the Board of Directors of
09 | Brisa Auto-estradas de Portugal, S.A., Vasco Maria Guimarães José de Mello: António Ressano Garcia Lamas, Member of the Board of Directors of Brisa Auto-estradas de Portugal S.A., since José de Mello, SGPS, S.A. 2003.
| Annual Report Chairman of the Board of Directors and Executive Committee 26 Civil Engineering Degree from Instituto Superior Técnico EDP - Energias de Portugal, S.A. (IST), 1969. Member of the General and Supervisory Council
Council CRP – Centro Rodoviário Português MSc in Metallic Structures, 1974 and PhD in Structural Chairman of the Founding Council Engineering, 1979 from the Imperial College of Science and Technology, London University Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A. Member of the Board of Directors “Agregação” in Civil Engineering (Structures) by IST, 1984, presently Senior Lecturer at the same University BCSD Conselho Empresarial para o Desenvolvimento Researcher at ICIST - Instituto de Estruturas, Território e Sustentável Construção and coordinator of IST post-graduate and Chairman of the Council master courses on Recovery and Maintenance and CMVM-Comissão do Mercado de Valores Mobiliários Metallic and Mixed Structures Member of the Advisory Council
Chairman of IPPC – Instituto Português do Património Cultural, (from 1987 to 1990); consultant of the Ministry of the Environment and Natural Resources for the Urban Positions held by Vice - Chairman of the Board of Directors Environment and representative of the Minister of the of Brisa Auto-estradas de Portugal, S.A., João Pedro Stilwell Environment and Natural Resources on the supervisory Rocha e Melo: board of EXPO´98 Urbanisation Plan (1993-1995); Chairman of Junta Autónoma de Estradas and JAE Via Oeste, SGPS, S.A. Construção S.A. (June 1998 to July 1999) and as of this Member of the Board of Directors date to 30th August 2000, chairman of the board of Brisa Serviços Viários, SGPS, S.A. directors of Instituto das Estradas de Portugal, which replaced JAE. Member of the Board of Directors Brisa Internacional, SGPS, S.A. Positions held by Member of the Board of Directors of Brisa TECNOHOLDING II – Investimentos Tecnológicos SA Auto-estradas de Portugal, S.A., João Afonso Ramalho Member of the Board of Directors Sopas Pereira Bento:
Brisa Participações I, SGPS, S.A. Brisa Internacional, SGPS, S.A. Member of the Board of Directors Chairman of the Board of Directors Brisa Participações II, SGPS, S.A. Brisal Auto-Estradas do Litoral, S.A. Member of the Board of Directors Chairman of the Board of Directors Brisa Participações III, SGPS, S.A. Auto-Estradas do Baixo Tejo, S.A. Member of the Board of Directors Chairman of the Board of Directors APCAP – Associação Portuguesa das Sociedades Via Oeste, SGPS, S.A. Concessionárias de Auto-Estradas com Portagens Chairman of the Board of Directors Member of the Board of Directors Brisa Serviços Viários, SGPS, S.A. José de Mello – Sociedade Gestora de Participações Member of the Board of Directors Sociais, S.A. Member of the Board of Directors and the Executive Committee AEDL – Auto-Estradas do Douro Litoral, S.A. Member of the Board of Directors ASTERION, A.C.E. Member do Conselho Geral Brisa United States, LLC (EUA) Member of the Board of Directors Associação Comercial de Lisboa Member of the General Council Brisa North America, Inc (EUA) Member of the Board of Directors Associação Schoenstatt Lisboa Member of the Executive Board CCR – Companhia de Concessões Rodoviárias (Brasil) Member of the Board of Directors
ELOS Ligações de Alta Velocidade, S.A. Positions held by Member of the Board of Directors of Brisa Chairman of the Supervisory Board Auto-estradas de Portugal, S.A., João Pedro Ribeiro de ASTERION, A.C.E. Azevedo Coutinho: Member of the General Council 4. Corporate Governance Report Brisa Participações e Empreendimentos Ltda. (Brasil) Brisa Serviços Viários, SGPS, S.A. 09 | Chairman of the Board of Directors Chairman of the Advisory Committee
Controlauto Controlo Técnico Automóvel, S.A. EFACEC Capital, SGPS, S.A. Chairman of the Board of Directors Member of the Board of Directors | Annual Report Brisa Internacional SGPS, S.A. TECNOHOLDING II – Investimentos Tecnológicos SA 27 Member of the Board of Directors Member of the Board of Directors
Via Oeste, SGPS, S.A. Brisa Participações I, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors
ASTERION, A.C.E. Brisa Participações II, SGPS, S.A. Member of the General Council Member of the Board of Directors
TECNOHOLDING II – Investimentos Tecnológicos SA Brisa Participações III, SGPS, S.A. Chairman of the Board of Directors Member of the Board of Directors
Brisa Participações I, SGPS, S.A. APCAP- Associação Portuguesa das Sociedades Chairman of the Board of Directors Concessionárias de Auto-Estradas ou Pontes com Portagens (Portuguese Association of Toll Motorways) Brisa Participações II, SGPS, S.A. Chairman of the Board of Directors. Chairman of the Board of Directors International Bridge, Tunnel and Turnpike Association Brisa Participações III, SGPS, S.A. (EUA) Chairman of the Board of Directors Member of the Board of Directors
Fundação Luso-Brasileira Member of the Board of Trustees
Member of the Board of Directors InIR, Instituto Regulador do Sector Rodoviário Member of the Advisory Committee Positions held by Member of the Board of Directors of Brisa Positions held by Member of Member of the Board of Auto-estradas de Portugal, S.A., António José Nunes de Directors of Brisa Auto-estradas de Portugal, S.A., António Sousa: do Pranto Nogueira Leite:
Brisa Engenharia e Gestão, S.A. 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. JOSE DE MELLO SAUDE – Sociedade Gestora de Chairman of the Board of Directors Participações Sociais, S.A. Member of the Board of Directors Via Verde Portugal, S.A. Chairman of the Board of Directors EFACEC Capital, SGPS, SA Member of the Board of Directors Brisa O&M, S.A. Chairman of the Board of Directors COMITUR – Sociedade Gestora de Participações Sociais, S.A. Brisa Inovação e Tecnologia, S.A. Member of the Board of Directors Chairman of the Board of Directors COMITUR IMOBILIÁRIA, SA Via Oeste, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors HERDADE DO VALE DA FONTE - Sociedade Agrícola, Brisa Internacional, SGPS, S.A. Turística e Imobiliária, SA Member of the Board of Directors Member of the Board of Directors Brisa Serviços Viários, SGPS, S.A. SOCIEDADE IMOBILIÁRIA E TURISTICA DO COJO, SA Member of the Board of Directors Member of the Board of Directors TECNOHOLDING II – Investimentos Tecnológicos SA REDITUS, SGPS, SA Member of the Board of Directors Member of the Board of Directors. Brisa Participações I, SGPS, S.A. BANIF INVESTMENT, SA Member of the Board of Directors
4. Corporate Governance Report Vice-Chairman of the Advisory Board. Brisa Participações II, SGPS, S.A. 09 | INSTITUTO DE GESTAO DO CREDITO PÚBLICO Member of the Board of Directors Member of the Advisory Board Brisa Participações III, SGPS, S.A. OPEX, SGSNM, S.A Member of the Board of Directors Chairman of the Board of Directors | Annual Report
28 INSTITUTO PORTUGU S DE RELAÇÕES INTERNACIONAIS Member of the Managing Board Positions held by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., António José Fernandes de COMUNIDADE PORTUÁRIA DE AVEIRO Sousa: Chairman of the Managing Board
ASSOCIAÇÃO OCEANO XXI Associação Portuguesa de Bancos Chairman of the Managing Board Chairman of the Board EDP RENOVÁVEIS, S.A. STRATORG – Gabinete de Gestão de Empresas, S. A. Member of the Board of Directors Chairman
ECS Sociedade de Capital de Risco, S.A. Director
ECS capital, SGPS, S. A. Chairman of the Board of Directors Positions held by Member of the Board of Directors of Brisa BGP Logistikzentrum GmbH Auto-estradas de Portugal, S.A, Salvador Alemany Más: General Manager
CBRail GmbH Abertis Infraestructuras, S.A. General Manager CEO EOF München GmbH Autopistas, C.E.S.A. General Manager Chairman of the Board of Directors Renerco AG Abertis Telecom, S.A. Chairman of the Supervisory Board Chairman of the Board of Directors Nordex AG Iberpistas, S.A.C.E. Member of the Supervisory Board Member of the Board of Directors Pomorska Investments Sp. Zo.o. Saba Aparcamientos, S.A. Manager CEO Tiara Investmentes Sp. Z o.0. Parc Logístic, S.A. Manager Vice-Chairman of the Board of Directors ZAAB Energy AG Centro Intermodal de Logística, S.A. (CILSA) Member of the Supervisory Board Vice-Chairman of the Board of Directors Wohnungsbaugesellschaft JADE mbH Areamed Chairman of the Supervisory Board Vice-Chairman of the Board of Directors BBEIF Founder Partner Limited, Guernsey Círculo de Economia Member of the Board of Directors President BBEIF GP Limited, Guernsey Member of the Economic Policy Committee of the Member of the Board of Directors Chamber of Commerce of Barcelona Gremio de Garajes de Barcelona Babcock & Brown Management Holdings (Guernsey) Honorary President Limited Member of the Board of Directors ASETA (“Asociación de Sociedades Españolas Concesionarias de Autopistas, Túneles, Puentes y Vías Babcock & Brown S.r.l., Italy de Peaje”) Member of the Board of Directors 4. Corporate Governance Report
Vice Chairman 09 | Babcock & Brown Property S.r.l., Italy Member of the Board of Directors
Positions held by Member of the Board of Directors of Brisa Babcock & Brown Italian Infrastructure S.r.l., Italy
Auto-estradas de Portugal, S.A, Dr. Martin Wolfgang Member of the Board of Directors | Annual Report Johannes Rey: 29 Babcock & Brown SGR S.p.A., Italy Member of the Board of Directors AKS Verealtungs GmbH General Manager Babcock & Brown European Investments S.a.r.l, Luxemburg Angel Trains Cargo (Locomotives) GmbH Member of the Board of Directors Member of the Board of Directors Angel Trains Europa GmbH Babcock & Brown Z Portfolio S.a.r., Luxemburg Member of the Board of Directors Member of the Board of Directors Babcock & Brown GmbH, Austria Babcock & Brown (DIFC) Limited, EUA Member of the Board of Directors Member of the Board of Directors Babcock & Brown Wind Partner France SAS, France Babcock & Brown NGW Holding Limited, UK Member of the Board of Directors Member of the Board of Directors Babcock & Brown France (Fruges II) SAS, France BBGP General Partners Limited, UK Vice General Manager Member of the Board of Directors Babcock & Brown GmbH, MKV Grundstücksverwaltung GmbH, Germany General Manager General Manager
Babcock & Brown Rail Freight Europe GmbH B&B MB, investicije, d.o.o., Slovenia General Manager Manager
Babcock & Brown Windpark Verwaltungs GmbH BABCOCK & BROWN, investicije d.o.o., Slovenia General Manager Manager Babcock & Brown Windpark Management GmbH, Germany General Manager Positions held by Member of the Board of Directors of Brisa Positions held by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A, Luís Manuel de Carvalho Auto-estradas de Portugal, S.A., António Ressano Garcia Telles de Abreu: Lamas:
Telles de Abreu e Associados – Sociedade de Advogados, Parques de Sintra - Monte da Lua S.A. R.L. Chairman of the Board of Directors Director
Imobiliária 1928, Limitada Manager Positions held by Member of the Board of Directors of Brisa Caraimo – Propriedade, Investimento e Administração de Auto-estradas de Portugal, S.A., João Vieira de Almeida: Bens Mobiliários e Imobiliários, S.A. Chairman of the Board of the General Meeting Portucale, SGFTC, S.A. Member of the Board of Directors Cimertex - Sociedade de Máquinas e Equipamentos, S.A. Chairman of the Board of the General Meeting Brisa Internacional, SGPS, S.A. Chairman of the Board of the General Meeting Cinca – Companhia Industrial de Cerâmica, S.A. Chairman of the Board of the General Meeting Banco Finantia, S.A. Chairman of the Board of the General Meeting Empresa Predial Ferreira & Filhos, S.A. Chairman of the Board of the General Meeting Grow – Sociedade Gestora de Patrimónios, SA Chairman of the Board of the General Meeting Gamobar, SGPS, S.A. Chairman of the Board of the General Meeting José de Mello Investimentos, SGPS, S.A. Chairman of the Board of the General Meeting Itron Imobiliária, S.A. Chairman of the Board of the General Meeting PPPS – Consultoria em Saúde, S.A Chairman of the Board of the General Meeting José Luís Ferreira da Costa, S.G.P.S., S.A Chairman of the Board of the General Meeting SGFI,S.A. – Sociedade Gestora de Fundos de Investimento Imobiliário, S.A. Prainha – Empreendimentos Imobiliários, S.A Chairman of the Board of the General Meeting Chairman of the Board of the General Meeting Route to Market, SA
4. Corporate Governance Report Prainhamar – Exploração Hoteleira, S.A. Chairman of the Board of the General Meeting
09 | Chairman of the Board of the General Meeting Imopolis - Sociedade Gestora de Fundos de Investimento Real Vida Seguros, S.A. Imobiliário, S.A. Chairman of the Board of the General Meeting Chairman of the Board of the General Meeting S.L.N. – Sociedade Lusa de Negócios, S.G.P.S., S.A | Annual Report Inapa – Investimentos, Participações e Gestão, S.A. 30 Chairman of the Board of the General Meeting Chairman of the Board of the General Meeting Tecniforma – Oficinas Gráficas, S.A. José de Mello Saúde, SA Chairman of the Board of the General Meeting Secretary of the Board of the General Meeting Viagens Abreu, S.A. Banif – Investimento Chairman of the Board of the General Meeting Member of the Advisory Board Asorg – Administração de Bens Mobiliários e Imobiliários, Vieira de Almeida & Associados – Sociedade de S.A. Advogados, R.L. Secretary of the Board of the General Meeting Chairman of the Managing Board Encontrarse – Associação de Apoio às Pessoas com VAS – Vieira de Almeida Serviços, Lda Perturbação Mental Grave anager Secretary of the Board of the General Meeting Associação Colecção Berardo Quinta dos Cónegos – Sociedade Imobiliária, S.A Chairman of the Board of the General Meeting Member of the Board of Directors Fundação do Gil Chairman of the Supervisory Board
Federação Portuguesa de Râguebi Member of the Jurisdictional Council
Associação de Curling de Portugal Chairman of the Managing Board Positions held by Member of the Board of Directors of Brisa II.12. Supervising duties are entrusted to a Supervisory Auto-estradas de Portugal, S.A., Pedro Jorge Bordalo Silva: Board made up of three independent members and an External Auditor, as follows: LSMS, INVESTIMENTOS, SGPS, S.A. ISRARBER, SGPS, S.A. Chairman Dr. Francisco Xavier Alves Member of the Board of Directors of these two companies which hold Members Dr. Tirso Olazábal Cavero the share capital of CINVESTE, SGPS, S.A. and LAS, INVESTIMENTOS, Dr. Joaquim Patrício da Silva SGPS, SA. External Auditor: Alves da Cunha, A. Dias & Associados, LAS, INVESTIMENTOS, SGPS, S.A. SROC no. 74, represented by Dr. José Duarte Assunção Member of the Board of Directors Dias ROC nº 513, with head-office in Lisbon, Rua Américo M & C – COLECÇÃO DE ARTE, S.A. Durão, 6-8º Esqº, 1900 – 064 LISBOA. Member of the Board of Directors
MPBS – IMOBILIÁRIA, S.A. The present Supervisory Board was elected for the 2008- Member of the Board of Directors 2010 period and all its members comply with incompatibility rules provided in paragraph 1 of art.414 ECOMAR, SGPS, S.A. and are independent in the light of the criteria laid down Member of the Board of Directors in paragraph 5 of article 414, both of the Companies BENBECULA – REPRESENTAÇÕES E LOGÍSTICA, S.A. Code. Member of the Board of Directors The remuneration of the Supervisory Board in 2009 LOMOND – LOGÍSTICA E DISTRIBUIÇÃO, S.A. totalled 114 264 Euros. Member of the Board of Directors
GUEMONTE – SOCIEDADE CIVIL IMOBILIÁRIA E DE The Supervisory Board is equipped with necessary and INVESTIMENTOS, S.A. adequate resources for the performance of its supervising Chairman of the Board of Directors duties, namely access to any documentation it may need, including minutes of the meetings of the Board of BORDALO & COMPANHIA, S.A. Directors and the Executive Committee and respective Member of the Board of Directors Agendas. ECOMAR, S.A. (Angola)
Member of the Board of Directors The Supervisory Board’s annual report, which is issued 4. Corporate Governance Report
jointly with the management report and financial 09 | NEVIS – SERVIÇOS E LOGÍSTICA, LDA. (Angola) statements, describes the activity developed throughout Member of the Board of Directors the year, including any problem the Board may have NESS INVESTIMENTOS, S.A. (Angola) noticed, and assesses the activity developed with the Member of the Board of Directors External Auditor during the year. | Annual Report ACIL, S.A. (Angola) 31 Member of the Board of Directors II.13. Professional Qualifications of the members of the Positions held by Dr. Tirso Olazábal Cavero Supervisory Board He is managing partner of Olazabal & Artola, Consultoria Francisco Xavier Alves, is President of the Supervisory Economico Financeira Lda. and member of the Board of Board, elected for the first time to this office in March Directors of the Media Capital Group. He does not hold 2007. At the Annual General Meeting held on March 31, any position in any company of the Brisa Group. 2008 he was elected member of the Supervisory Board and in June of the same year, he was appointed Chairman Positions held by Dr. Joaquim Patrício da Silva of the said Board following the resignation of the former President, Eng. Pedro Ribeiro da Cunha. He is graduated in He is Certified Auditor of various companies. He does not Finance from ISCEF, and is certified as Official Auditor. His hold any position in any company of the Brisa Group, professional experience includes the coordination of except for TECNOHOLDING II – Investimentos financial audits, corporate restructuring and consultancy in Tecnológicos S.A. where he is certified auditor. the management and organizational fields. He does not hold any Brisa shares. II.15. to II.18 - not applicable
Tirso Olazábal Cavero is member of the Supervisory Board, II.19. Remuneration Committee elected for the first time in March 2007 and re-appointed in March 2008. He has a degree in Business The Remuneration Committee is presided by Eng. Jorge Administration. From 1988 to 2002, he was executive Manuel Jardim Gonçalves and further includes Dr. Luís director of Constância Editores S.A.. Miguel Cortes Martins and Eng. Rui Roque de Pinho. They are all independent, i.e. none of them is member of the As from 2002 he became partner and director Olazábal & Board of Directors or spouse or next of kin up to and Artola, a consultancy company, and executive director and including third-degree of any member of the Board of partner of Agoa Gestão de Resíduos S.A.. and Ociomedia. Directors.
He is member of the Board of Directors of the Media At least one member of the Remuneration Committee is Capital Group since 2006. He does not hold any Brisa always present in General Shareholders' Meetings. shares.
Proposals concerning the allotment of shares and/or rights Joaquim Patrício da Silva is member of the Supervisory
4. Corporate Governance Report to acquire shares are always submitted to the General Board, elected for the first time as alternate member of
09 | Shareholders Meeting for voting. the Supervisory Board in March 2007 and re-appointed in March 2008. In June 2008, following the resignation of The Remuneration Committee met only once in 2009. the former President, Eng. Pedro Ribeiro da Cunha he became member of the Supervisory Board.
| Annual Report II.20. Remuneration of the Board of Directors 32 He has a degree in Finance from ISCEF, and works as Remuneration of the Board of Directors Certified Auditor since 1979. He does not hold any Brisa shares. Figures below correspond to total remuneration costs, including therefore gross remuneration and social II.14. Positions held by members of the Supervisory Board expenses legally borne by the company. in other companies. The base remuneration of non executive directors is Dr. Francisco Xavier Alves is Certified Auditor of various € 5000 x 14. The base remuneration of non executive companies. He does not hold any position in other directors who are also members of two committees is companies. € 6000 x 14. Individual Remuneration Executive Members
Fixed Variable Defined Total Name Remuneration Remuneration Benefit Plan
Vasco Maria Guimarães José de Mello 432 740,99 * 59 850,00 492 590,99 João Pedro Stilwell Rocha e Melo 394 423,99 255 000,00 57 750,00 707 173,99 João Pedro Ribeiro de Azevedo Coutinho 366 513,66 256 000,00 51 450,02 673 963,68 João Afonso Ramalho Sopas Pereira Bento 388 033,61 265 000,00 51 450,02 704 483,63 António José Lopes Nunes de Sousa 361 741,21 150 000,00 51 450,02 563 191,23
TOTAL 1.943.453,46 926.000,00 271 950,06 3 141 403,52
* No variable remuneration has been attributed to the Chairman of the Board of Directors, at his own request, as presented to the Remuneration Committee.
Individual Remuneration Non Executive Members
Name Fixed Remuneration
António José Fernandes de Sousa 87 912,21 António Nogueira Leite 92 701,00 Salvador Alemany Más 71 308,41 Martin Wolfgang Johannes Rey 71 308,41 Luís Manuel de Carvalho Telles de Abreu 92 701,00 João Vieira de Almeida 85 569,36 Pedro Jorge Bordalo Silva 71 308,41
TOTAL 572 808,80
Figures above correspond to the total amounts paid in 2009, within the scope of paragraph II.20 of the CMVM Regulation 1/2007. The directors of Brisa Auto-estradas de Portugal, S.A. do not receive any pay or any other benefits for offices held in any other company within the Group. 4. Corporate Governance Report 09 | Fringe benefits in the amount of 271 950,06 Euros referred in table above concern a supplementary retirement pension granted to members of the Board of
Directors, pursuant to a deliberation of the General | Annual Report Meeting held in March 28, 1989. 33
This supplementary retirement pension is extended to directors of other Group companies and managing staff. Under the terms of the referred defined retirement plan, Payment of the variable component is subject to the In 2008 the Managing Staff consisted of 33 individuals assessment of performance goals set on an annual basis, who received a total gross remuneration of 6498 based on the following indicators: EBITDA, EBIT, NET thousand euros, variable remuneration of 1502 thousand INCOME, ROE and ROA, not only in absolute terms but as euros, based on the performance evaluation concerning compared to the performance of major companies at 2007 and defined benefits in the amount of 230 thousand domestic level and peer companies at international level. euros. As far as the supervisory board is concerned, taking into account provisions in article 422 and paragraph 1 of article Additionally, Brisa has 5-year management incentive plan 399 of the Companies Code, the remuneration of under way, which is linked to the company's stock members of the Supervisory Board should consist of a exchange performance and is due in three tranches: 27 fixed amount, determined taking into consideration the April 2009 (20%), 27 April 2010 (30%) and 27 April de complexity and responsibility of the functions performed 2011 (50%). This Plan involves 33 managing staff and 1 and the economic situation of the company.” 470 000 Brisa shares.
The 2009 General Meeting appreciated the following II.21. The Remuneration Committee approved the terms statement submitted by the Remuneration Committee: of an agreement concerning executive members Board of Directors in the event of termination of functions, "Managing Staff are a major asset of Brisa as main drivers providing payment of an amount equivalent to respective to achieve pre-set goals. Standing in hierarchic terms remuneration for the last three years, provided they do not immediately below the board of directors, their task is to exercise functions in a competing business during that put into practice the company's main action plans, period. decentralizing, following up, motivating, and ultimately ensuring that the goals are met in the exact terms laid II.22. Irregularities Disclosure Policy down.” On February 3, 2009, Brisa Executive Committee, upon In this light, the Managing Staff should perform their the proposal of the Sustainability and Corporate duties diligently and prudently, in the company's interest. Governance Committee, approved the creation of an Likewise, it is in the company's interest that the Managing internal irregularities disclosure system. Staff benefit from incentives that sufficiently encourage their performances. This deliberation aims at creating a system controlled by the Sustainability and Corporate Governance Committee, Given their relevant role in the development of the enabling all employees to freely and conscientiously 4. Corporate Governance Report company's global business, the Managing Staff are expose any violation of ethical and legal nature occurring 09 | submitted to a complex and continuous assessment within the company, thereby expressing Brisa's strong process, involving three phases: fixing of goals, follow-up commitment to conduct its business in compliance with of respective execution and final assessment. the law and the principles laid down in its Code of Ethics and contributing moreover to the early detection of any | Annual Report Assessment is made at two levels: revealed skills (45% irregular situation. 34 weight) and goals met (55% weight). There are core skills – strategic vision, motivation and know-how (20%); Under the terms of the regulations approved (available at specific skills – communication, decision, agility, creativity www.brisa.pt) a list of dedicated addresses was created on and organization (20%); and technical skills (5%). There the intranet and the company's site, allowing to disclose are specific goals (30%) and shared goals: shared by the with absolute confidentiality, any irregularity, via e-mail, Business Unit to which the manager under evaluation fax or mail. belongs (15%) and shared by the entire Group (10%). The final index consists of the above plus the performance The processing and development of this information will indexes, which will finally correspond to a specific variable be entrusted to the Ombudsman, specifically Dr. Daniel remuneration amount. Amaral, who is equipped with all necessary resources to fulfil his duties, namely access to all services, information and documentation he may deem suitable.
No employee can be persecuted, intimidated, discriminated or hurt for having disclosed any irregularity, except in cases of lack of grounds or deceit in the information provided. Without prejudice to any situation he may deem serious or explain and clarify any doubts concerning the Ethics Code urgent, the Ombudsman will provide to the Sustainability and its application and the operation of the irregularities and Corporate Governance Committee, on a quarterly disclosure system, Brisa wait from Portuguese Data basis, a report on the activity developed, including Protection Authority the authorization to put it in place. recommendations suggested for each case completed during that quarter. | Chapter III | Proceedings and recommendations relating to situations Information which the Ombudsman may deem serious or urgent will be promptly disclosed to the Sustainability and Corporate III.1. Brisa's share capital is made up of 600 000 000 fully Governance Committee. subscribed and paid up shares of one Euro each, with no special rights attached. Following the evaluation of each irregularity proceeding and the Ombudsman recommendations, the Committee III.2. List of qualifying shares under the terms of art. 20 of will propose to the Board of Directors any change in the Securities Code methods or procedures it deems more suitable, notify the relevant authorities or take any other measures deemed adequate in each case.
Within this context, Brisa carried out a wide training programme covering 2 434 Group employees, viewing to
Qualifying shares - art.º 20º CVM
Nº of Shares % capital % vote
José de Mello SGPS, SA José de Mello Investimentos SGPS, SA 94 655 688 15,78% 16,42% Window Blue 3 024 078 0,50% 0,52% Impegest 8 552 368 1,43% 1,48% Egadi 15 009 362 2,50% 2,60% 4. Corporate Governance Report Orla SGPS, S.A. (*) 57 116 819 9,52% 9,91% 09 | Vasco de Mello 581 795 0,10% 0,10% Pedro Rocha e Melo 580 161 0,10% 0,10%
Total 179 520 271 29,92% 31,14% | Annual Report Abertis Infraestruturas S.A. 35 Abertis Portugal, SGPS, SA 87 643 700 14,61% 15,20%
Total 87 643 700 14,61% 15,20%
Ballina Sàrl Hidroeléctrica de Dornelas, Unipessoal, Lda. 86 557 795 14,43% 15,01% Norteturbo - Unipessoal, Lda. 16 000 000 2,67% 2,78% PEG - Unipessoal, Lda. 6 500 000 1,08% 2,03%
Total 114 557 795 19,09% 19,87%
Privado Holding Kendall S.A. 27 610 516 4,60% 4,79% Banco Privado Português 972 512 0,16% 0,17% Investment Opportunities Fund 115 426 0,02% 0,02%
Total 29 973 454 5,00% 5,20%
Caixa de Aforros de Vigo, Ourense e Pontevedra (CAIXANOVA) 12 000 000 2,00% 2,08%
The State of New Jersey Common Pension Fund 12 000 000 2,00% 2,08%
(*) As communicated on December 24, 2008, 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, 2010. Acquisition /Disposal of Brisa shares held by members of the corporate bodies occurred in 2009 Article 447 of the Companies Code
Name Position 31-12-2008 Buy Sell Position 31-12-2009
Vasco de Mello 581 795 - - 581 795 Pedro Rocha e Melo 580 161 - - 580 161 João Azevedo Coutinho 525 248 - - 525 248 João Bento 524 223 - - 524 223 António Nunes de Sousa 432 000 - - 432 000 António Fernandes de Sousa 1 520 - - 1 520 António Nogueira Leite ---- Salvador Alemany ---- Luís Telles de Abreu ---- António Lamas ---- João Vieira de Almeida ---- Martin Rey ---- Pedro Bordalo Silva 30 000 - - 30 000 Francisco Xavier Alves ---- Tirso Olazábal Cavero ---- Joaquim Patrício da Silva ----
Treasury stock transactions in 2009 III.8. Brisa stock exchange performance Brisa share – PTBRIAM Article 66 and paragraph 2 of art. 324 of the Companies The year 2009 was marked by a sharp revival in stock Code markets. The crisis that hit major world economies in 2008 led governments and central banks to intervene in 4. Corporate Governance Report During the year, no transactions of Brisa's treasury stock financial markets in order to instil some confidence and 09 | occurred. trust, a policy which started to bear fruits by the end of the first half of 2009, with economies showing signs of an As of December 31, 2009 Brisa held 23 483 163 shares. upturn. Brisa’s stock price performed well during the year, rising by 34% and closing 2009 at € 7.18. The company's | Annual Report I III.3. There are no shareholders with special rights. tight cost control policy contributed to this performance. 36 The serious world financial and economic crisis, however, III.4. There are no restrictions on the free transmission of contracted stock markets, dragging down traded shares corresponding to the share capital. volumes. Brisa share average daily value traded in 2009 totalled 4.8 million euros, dropping by 47% in relation to III.5. The Company is unaware of any shareholders' the previous year. agreement that may restrict in any way the free transmission of shares. Average daily volume of 857.3 thousand shares represents a decline by 26% over 2008. III.6. There are no statutory rules relating to changes in the articles association, which are subject in this regard to the Brisa’s weight in the PSI-20 index in 2009 was 7.5%. The relevant provisions in the Companies Code. stock is part of Euronext 100. In performance terms, the Portuguese index also climbed by 34% as against 2008. III.7. There is no control mechanism over the voting rights of employees. 2009 BRISA SHARE PERFORMANCE
7.50 € +34% 7.00 € 6.50 € 6.00 € 5.50 € 5.00 € 4.50 € 4.00 €
Dec-08 Feb-09 Apr-09 Jun-09 Aug-09 Oct-09 Dec-09
2009 BRISA & PSI20 SHARE PERFORMANCE
40%
30%
20%
10%
0% Brisa PSI20 -10%
-20%
Dec-08 Mar-09 May-09 Jun-09 Sep-09 Nov-09 4. Corporate Governance Report 09 |
The following table shows Brisa share price on disclosure dates of 2009 results: | Annual Report 37
Share price on the main events
Euros Opening Highest Lowest Closing
2008 annual results – February 27 4.67 4.69 4.55 4.66 Dividend payment – April 30 5.08 5.41 5.08 5.17 1st quarter results – April 29 4.94 5.05 4.88 5.03 1st half year results – July 29 5.10 5.14 5.09 5.12 3rd quarter results – October 29 6.80 6.99 6.70 6.95 III.9 Dividend Policy and historical data for the last 3 years The Plan provides a protection mechanism whereby the Company guarantee that it will repurchase the shares The dividend policy is established by the General Meeting either if the right to sell them is not confirmed or in the that can alter it at any moment. Brisa's Board of Directors event of early repayment as result of the company’s has however, sought to follow a dividend distribution divestmen (spin-off). The protection mechanism further policy that would increasingly and attractively remunerate provides the exercising of a put otion for the equivalent shareholders. In this light, the dividend per share paid has amount of the purchase price added of loan expenses, in increased and should continue to do so in line with the event of their devaluation. The sale of the 20% company's results. This policy has been validated by the tranche in april 2009 was carried ou pursuant to this General Meeting and is clearly disclosed in the company's protection mechanism and no gains derived therefrom. annual report. In 2009 employees sold 255 000 shares, relating to the The Board of Director's proposal on dividend distribution is repayment of the plan relating to participants covered by described at the end of the chapter on the Proposal for the Brisa spin-off and further 523 500 shares were sold Application of Net Income. corresponding to the first tranche of 20% of the Incentive Plan, as far as employees are concerned. Dividend is paid annually within 30 days of its approval at the General Meeting. III.11. During 2008, no economically relevant business or operations were carried out between the company on one In the last three years, distributed dividend per share was side and members of governing bodies, qualifying holders as follows: or intra group companies on the other side.
2007- 31 cents per share III.12. The Investors, Communications and Sustainability 2006- 28 cents per share Department (DIS) is responsible for the liaison with the 2005- 27 cents per share financial market, analysts, investors and the public in general, respecting the equality of shareholders and III.10. Management Incentive Plan preventing differences in access to information. It is also responsible for the liaison with managerial and supervising Brisa considers that management incentive plans are an entities, namely Euronext, the Securities Market important tool for assessing and stimulating the activity of Commission and Interbolsa. Information is provided on a senior staff in the medium and long term towards the regular basis, by means of presentations, relevant creation of shareholder value. Hence, at the Annual information communications and annual, half-year and 4. Corporate Governance Report General Meeting of Brisa held on March 10, 2006, the quarterly reports.
09 | Board of Directors was authorized to create a new management incentive plan (Plan) establishing Comprehensive information on the company is available mechanisms to enable the Plan’s Beneficiaries on its web site, namely information required under Article (Beneficiaries), in line with respective performance 171 of the Companies Code concerning corporate name,
| Annual Report assessment for the year, to acquire Brisa treasury stock at head-office, public company information and also the 38 market price on the day of the purchase. company's articles of association, composition of Under the terms of this authorization, Brisa's Board of corporate bodies, including the professional qualification Directors laid down the terms of the said incentive plan, and positions of respective members, financial statements, having approved a Share Acquisition Regulation calendar of financial and corporate events, and relevant (Regulation), according to which Beneficiaries may buy documentation of general meetings of the last five years. Brisa shares at market price, resorting to bank loans Information may be requested via email to [email protected] or specifically established for the purpose. through telephone number 21 444 95 70 or fax number 21 444 86 72. The market liaison officer is Dr. Luís d’Eça The number of beneficiaries, including employees and Pinheiro, who is also Head of the Investors, executive directors covered by the plan was 125. The total Communications and Sustainability Department (DIS). number of shares held by these employees and directors within the scope of the incentive plan totals 5 127 500.
Under the terms of the Plan, such shares cannot be traded while the right to sell them and benefit from potential gains is not confirmed, based on a performance assessment, which will occur on the following dates:
• Directors - 100% in September 2011
• Remaining employees - 20% in April 2009 - 30% in April 2010 - 50% in April 2011 Research Brisa maintains regular contact with financial analysts following the company's financial strategy and valuation. This coverage is growing, with various research houses disclosing their different views on the company and the sector where it operates. The following table shows the latest price targets of a number of research houses:
Company Date Target priceRecommendation Analyst
HSBC 11-Jan-10 €7,40 Overweight Eric Lemarie Deutsche Bank 15-Dez-09 €8,30 Buy Jose-Francisco Ruiz Caixa BI 04-Dez-09 €9,10 Buy Helena Barbosa Nomura 03-Dez-09 €7,80 Buy Joel Copp-Barton BPI 27-Nov-09 €9,55 Buy Bruno Silva / Flora Trindade / Filipe Leite UBS 19-Nov-09 €8,00 Buy Bosco Ojeda Millennium BCP 09-Nov-09 €7,65 Buy António Seladas Banif 09-Nov-09 €8,75 Buy Julieta Vital Natixis 09-Nov-09 €6,50 Reduce Grégoire Thibault Cazenove 03-Nov-09 €6,70 In-line Elodie Rall Ibersecurities 30-Out-09 €8,40 Buy Jesus Dominguez Credit Suisse 30-Out-09 €7,40 Underperform Robert Crimes / Ur-Cheng Leong Santander 15-Out-09 €7,40 Buy Joaquin Ferrer Oddo Securities 02-Out-09 €9,10 Buy Charles-Edouard Boissy Interdin 10-Set-09 €8,30 Buy Pablo Ortiz BBVA 10-Set-09 €7,60 Outperform Sandra Crespo Fidentiis 27-Ago-09 €7,60 Buy Daniel Rodriguez Cai Chevreux 30-Jul-09 €6,70 Underperform Jose Ocina Iberian Equities 30-Jul-0 €6,30 Buy David Stix Morgan Stanley 27-Mai-09 €5,90 Underweight António Rodriguez 4. Corporate Governance Report
Goldman Sachs 24-Mar-09 €4,40 Neutral Julia Winarso 09 | BNP Paribas 25-Fev-09 €7,60 Neutral - Macquarie 26-Jan-09 €5,90 Neutral Scott Ryall Banesto 19-Jan-09 €9,50 Buy -
Intervalores 12-Jan-09 €7,70 Buy Frederico Antâo / Neide Moreira | Annual Report 39
Brisa’s target price increased in relation to 2008, due to the For the purpose of this notice, the concept of network is markets’ recovery started in the second half of the year, as provided in the European Committee Recommendation which had a direct impact on Brisa share price and number C (2002) 1873, of 16th May 2002. valuation. The External Auditor has an adequate safeguarding III.13. External Auditors’ fees system against potential threats to his independence, as provided in paragraph 9 of article 68-A of EOROC and Remuneration paid to auditors and other private or documented under the terms of paragraph 4 of article 62 corporate bodies belonging to the same network by the of the said law on the appropriate safeguards that the company and / or other group companies in 2009 totalled auditor should implement in order to mitigate threats to 941 thousand euros (including expenses and fees paid by independence. The risk control system in force ensures subsidiaries located abroad). This amount concerned the that our auditors will not be entrusted with services which provision of the following services, in percentage terms: under the terms of the European Commission Recommendation C (2002) 1873, dated 16 May 2002, are a) Audit services 25% likely to jeopardize their independence. b) Other reliability enhancing services 11% c) Tax consultancy services 60% d) Other services 4% 05. FINAL NOTE
| Final Note |
Under the terms of paragraph 1 sub-paragraph c) of article 245 of the Securities Code
In compliance with legal and statutory regulations and provisions, the Board of Directors hereby submits to shareholders its Management Report and the Balance Sheet and Income Statement for 2009, in the firm belief that, to the best of its knowledge, all information contained therein fully conforms to the applicable accounting standards and regulations, and that it presents a true and fair view of the assets and liabilities of the Company, its financial position and results, and the results of the companies included in the consolidation, while faithfully describing the evolution of the business, performance and position of the Company and 5. Final Note companies included in the consolidation, referring the
09 | main risks and uncertainties they face.
São Domingos de Rana, 24 February 2010. | Annual Report 40 THE BOARD OF DIRECTORS
Vasco de Mello Pedro Rocha e Melo João Azevedo Coutinho João Bento António Nunes de Sousa António de Sousa António Nogueira Leite Salvador Alemany Más Luís Manuel de Carvalho Telles de Abreu João Vieira de Almeida Martin Rey Pedro Bordalo Silva 06. INDIVIDUAL FINANCIAL STATEMENTS 42 | Annual Report 09 | 6. Individual Financial Statements sesNtsGosadajsmnsNtNet Net andadjustments Gross Notes FIXED ASSETS: Assets (Translation ofbalancesheetsoriginallyissuedinPortuguese -Note56) (Amounts expressed inthousandsofEuros) The Accountantnº 62018 ACCRUALS ANDDEFERRALS: CURRENT ASSETS: Receivables: Inventories: Investments: Revertible tangiblefixedassets: Tangible assets: Intangible assets: Balance Sheetsasof31December2009and2008 eerdcss4 9426 7 73122 3782 137513 69472 97046 6569 69472 97046 6569 49 6 49 Deferred taxassets Deferred costs Accrued income Cash atbanksandonhand: oa ses69372( 1 3)494444914689 309 4984424 21973 (14289) (1919338) 542 192 5511 6903762 - 33615 805 (1905049) 57409 5968 57 46320 - 839 27412 - 64759 (53) 15831 542 - 33615 31734 - - 358 - 55 - Total - assets 55 6021 201 Total adjustments - Total amortisation anddepreciation 57 21 25 (14236) 839 116 64759 15831 - 1874 7562 16 16 31734 14236 304527 48 - 174 Cash onhand 330758 1148 21 - Cash atbanks 5 312782 7282 95645 Other debtors 503143 - State andotherpublicentities 16941 25 2119 Advances tosuppliers 44560 - 1294 Other related entities (3882) 1 1874 2402 Group companies 96044 3388767 Clients, doubtfulaccounts 789 - 3074 1641 Clients, current accounts - 10 2123 35487 174 1183 11164 1306 6231 3334867 171 - 312782 Merchandise (10) Raw, subsidiaryandconsumablematerials 10and16 - 2201 1641 10 10 503143 (72074) - (1738217) (946) 16941 10and16 (14253) 6076 47 10and16 Loans toothercompanies 11 96044 5073084 (3963) Equity investmentsinothercompanies - 107561 10and13 Equity investmentsinassociatedcompanies (3947) Loans togroup companies 15559 2129 10 2123 Investments ingroup companies 10 (2744) 10 348973 6164 - 10 10 3947 10 Revertible tangiblefixedassetsinprogress 1641 Service areas 8820 10 Operating machineryandequipment 334795 Stretches ofmotorway 10 10 10 47 (65013) Tangible fixedassetsinprogress Administrative equipment Tools andutensils Transport equipment 10 Machinery andequipment 399808 Buildings andotherconstructions Land andnaturalresources 8and10 Intangible fixedassetsinprogress Goodwill Industrial property andotherrights The accompanyingnotesforman integral partofthebalancesheetas31December2009. 23 14 8 5 18413 7 8 3536 534 3473680 (1814173) 5 287853 3 7 1 8)1918136844 119188 (14289) 133 477 0 0 6 6)3482349933 334842 (68960) 403 802 7 8 7 8 214417 173087 173 087 636750 834914 - 834 914 647(196 45116766 14531 (21916) 36 447 4173 5 22282 34157 34 157 5-2 1163 25 - 25 Amortisation, depreciation 092008 2009 The Board ofDirectors (Amounts expressed in thousands of Euros) (Translation of balance sheets originally issued in Portuguese - Note 56)
Shareholders' equity and liabilities Notes 2009 2008
SHAREHOLDERS' EQUITY: Capital 36, 37 and 40 600 000 600 000 Treasury shares - nominal value 40 (23 484) (23 484) Treasury shares - discounts and premiums 40 (152 629) (152 629) Adjustments in equity participations 40 (49 616) (117 804) Legal reserve 40 103 003 95 687 Other reserves 40 299 398 337 642 Retained earnings 40 409 089 414 255 Net profit for the year 40 158 469 146 320 Total shareholders' equity 1 344 230 1 299 987
LIABILITIES: PROVISIONS 34 199 090 113 350
MEDIUM AND LONG TERM LIABILITIES: Bonds 50 663 300 600 000 Securitisation of future receivables 50 160 000 240 000 Bank loans 50 1 233 674 1 283 119 2 056 974 2 123 119
SHORT TERM LIABILITIES: Securitisation of future receivables 50 80 000 80 000 Bank loans 50 405 556 336 849 Suppliers current accounts 24 679 17 134 Suppliers - invoices to be confirmed 845 278 Shareholders 714 693 Suppliers of fixed assets, current accounts 23 804 26 346 State and other public entities 48 14 765 17 638 Other creditors 51 12 770 11 215 563 133 490 153 6. Individual Financial Statements
ACCRUALS AND DEFERRALS: 09 | Accrued costs 49 65 792 101 069 Deferred income 49 755 205 787 011 820 997 888 080 | Annual Report 43
Total liabilities 3 640 194 3 614 702 Total shareholders' equity and liabilities 4 984 424 4 914 689
The accompanying notes form an integral part of the balance sheet as of 31 December 2009.
The Accountant nº 62018 The Board of Directors 44 | Annual Report 09 | 6. Individual Financial Statements Personnel costs: Supplies andservices Cost ofmerchandise soldandmaterialsconsumed: EXPENSES (Translation ofstatementsoriginallyissuedinPortuguese- Note56) (Amounts expressed inthousandsofEuros) The Accountantnº 62018 3359 413 136815 124262 46 55261 65047 45 176938 173571 10and45 Net profit fortheyear Income tax 10 Extraordinary expenses Interest andsimilarexpenses Loss ongroup andassociated companies Other operatingcosts Taxes Provisions Adjustments Amortisation anddepreciation The accompanyingnotesforman integral partofthestatementprofit andlossbynature fortheyearended31December2009. Social charges: Remuneration Merchandise Statements ofProfit andLossbyNature forthe Years ended31December2009and2008 Others Pensions (G) (E) (C) (A) oe 092008 2009 Notes 463667 2720 643 786 34 21 140515 430 31 46346085 44673 6 5 6 146320 158 469 7 0 180325 175 000 1 5 730029 715 559 192076 189 309 5 9 583709 557 090 537624 512 417 534265 512 004 342189 322 695 80797305 88 077 84519446 18 465 54458147 55 464 65938186 36 569 9 2483 447 2 197 1 333 The Board ofDirectors 2 3482 624 (Amounts expressed in thousands of Euros) (Translation of statements originally issued in Portuguese - Note 56)
INCOME Notes 2009 2008
Sales: Merchandise 716 4 518 Services rendered 44 536 243 541 046 536 959 545 564
Own work for the company 52 2 524 3 423 Supplementary income 16 23 637 19 549 Operating subsidies 208 402 Other operating income 11 060 5 333 Reversal of amortisation, depreciation and adjustments 21 119 151 (B) 574 507 574 422
Gains on group and associated companies 10 and 45 102 943 83 818 Other financial income 45 9 793 17 147 112 736 100 965 (D) 687 243 675 387
Extraordinary income 46 28 316 54 642 6. Individual Financial Statements 09 | | Annual Report 45 (F) 715 559 730 029
Operating profit: (B)-(A) 251 812 232 233 Net financial income/(expenses): (D-B)-(C-A) (76 573) (91 111) Current profit: (D)-(C) 175 239 141 122 Profit before income tax: (F)-(E) 203 142 192 405 Net profit for the year: (F)-(G) 158 469 146 320
The accompanying notes form an integral part of the statement of profit and loss by nature for the year ended 31 December 2009.
The Accountant nº 62018 The Board of Directors 46 | Annual Report 09 | 6. Individual Financial Statements ae n evcsrnee 4ad5 a 3 5 545564 536959 44and54(a) Distribution costs Other operatingincome Cost ofsalesandservicesrendered Sales andservicesrendered (Translation ofstatementsprofit andlossbyfunctionsoriginallyissuedinPortuguese-Note56) (Amounts expressed inthousandsofEuros) The Accountantnº 62018 (46085) (44673) (116768) 28557 (112007) (79391) 6 37896 (61079) 54(d) 10and45 54(c) Income taxoncurrent profit Unused orinfrequent items Gain/(loss) onassociatedcompanies Net financialexpenses Other operatingcosts Administrative costs Statement ofProfit anLossbyFunctionsfortheyearsended31December2009and2008 Operating profit Gross profit Earnings pershare Earnings Net profit fortheyear Current profit The accompanyingnotesforman integral partofthestatementprofit andlossbyfunctions for theyearended 31December2009. oe 092008 2009 Notes 1774 (189252) (187 724) 7 5 256710 277 253 356312 349 235 5 6 146320 158 469 192405 203 142 4 4)(41 356) (44 546) 62326987 36 253 260 (5842) (2 610) 0,275 0,252 The Board ofDirectors 23906 - Statement of Cash Flows for the years ended 31 December 2009 and 2008
(Amounts expressed in thousands of Euros) (Translation of statements of cash flows originally issued in Portuguese - Note 56)
Notes 2009 2008
OPERATING ACTIVITIES: Received from clients 521 688 608 889 Paid to suppliers (79 209) (96 849) Paid to personnel (57 985) (54 933) Flows generated by operations 384 494 457 107
Receipts/(payments) of income tax 28 570 (44 215) Other receipts/(payments) relating to operating activities 18 001 87 676 Flows generated before extraordinary items 431 065 500 568
Receipts relating to extraordinary items 87 82 Payments relating to extraordinary items (228) (319) Flows generated by operating activities (1) 430 924 500 331
INVESTING ACTIVITIES: Receipts relating to: Investments 10 and 55 8 870 69 358 Tangible fixed assets 103 299 Dividends 10 1 237 485 10 210 70 142
Payments relating to: Investments 55 (35 593) (56 001) Tangible and intangible fixed assets (97 310) (284 084) (132 903) (340 085)
Flows used in investing activities (2) (122 693) (269 943) 6. Individual Financial Statements 09 | FINANCING ACTIVITIES: Receipts relating to: Loans obtained 1 925 100 2 283 700 Treasury shares - 6 164 | Annual Report Financial instruments - 13 629 47 1 925 100 2 303 493
Payments relating to: Loans obtained (1 924 136) (2 153 583) Interest and similar expenses (96 092) (133 146) Dividends 40 (178 699) (181 812) Treasury shares - (72 543) Financial instruments (24 166) (34 815) (2 223 093) (2 575 899) Flows used in financing activities (3) (297 993) (272 406)
Effect of currency exchange rate changes (4) 36 -
Variation in cash and cash equivalents (5) = (1) + (2) + (3) + (4) 10 274 (42 018)
Cash and cash equivalents at the beginning of the year 55 22 025 64 043
Cash and cash equivalents at the end of the year 55 32 299 22 025
The accompanying notes form an integral part of the statement of cash flows for the year ended 31 December 2009.
The Accountant nº 62018 The Board of Directors | Notes to the Financial Statements as of December 31st, 2009 | (Amounts in million euros)
INTRODUCTORY NOTE - As regards Corporate Income Tax on the activities carried out under the concession contract, the Brisa – Auto-Estradas de Portugal, S.A. (“the Company” Company has been allowed to deduct from taxable or “Brisa”) was founded on 28 September 1972 and its income, up to the amount thereof, 50% of the main activities are the construction, maintenance and investment made from 1995 to 2002, inclusive, in operation of motorways and respective service areas on revertible tangible fixed assets not co-participated a concession basis, as well as the study and in by the State. The above deduction will be made implementation of social facilities. The Company may from taxable income for the years 1997 to 2007. also carry out other activities related to its corporate objects, namely to compete, with government consent, The Company’s minimum capital is 75 million Euros. for new concessions to construct, maintain and operate roads and service areas. • In the last five years of the concession the State can, under certain conditions that ensure financial stability, The bases for conceding the construction, maintenance redeem the contract. and operation of motorways to Brisa were defined in Decree-Law 467/72 of 22 November. Since then the • Monitoring of the concession is the responsibility of bases of concession have been revised periodically, with the Ministry of Finance on financial matters, and the the introduction of changes, which are reflected in the Ministry responsible for the road sector on other clauses of the concession contract. matters.
• Decree-Laws 294/97 of 24 October, 287/99 of 28 July, In its corporate reorganization process, currently in 314 A/2002 of 26 December and 247-C/2008 of 30 progress, at the end of the year ended 31 December December approved the concession bases currently in 2009 Brisa demerged its Innovation, Operation and force, the significant items due to their importance Maintenance activities through realization of the and impact on Brisa’s economical and financial following transactions:
1. Introdução 6. Individual Financial Statements situation, being: • On 30 November 2009 Brisa Inovação e Tecnologia, 09 | • The total extension of conceded motorways was S.A. (“BIT”), previously called Brisa Access Electrónica establishes at 1 094.2 kilometers, which are totally Rodoviária, S.A. (“BAER”), increased its capital open to traffic except for access to the new airport, through the receipt of assets and liabilities with a net the definitive extension of which depends on its book value of 2 207 thousand Euros. At the same time | Annual Report 48 location, 83 kilometers of which are not subject to the positions in labour contracts of employees in those tolls. activities were transferred.
• The concession period ends on 31 December 2035 • On 23 December 2009 Brisa O&M, S.A. (“BOM”), and the assets directly related to the concession, previously called Brisa Assistência Rodoviária, S.A. which are identified in the financial statements as (“BAR”) increased its capital through the receipt of revertible tangible fixed assets, revert to the State at assets and liabilities with a net book value of 5 Euros. the end of the period. At the same time the positions in labour contracts of employees in the operation and maintenance activities • The State’s financial participation in the investments were transferred. made between 1 July 1997 and 31 December 2008 amounted to 20% of the eligible construction costs. The amounts received from other entities, namely in Subsidies received from the State and the European the framework of European Union loans, to Union to finance revertible tangible fixed assets, participate in investments in revertible tangible fixed calculated, for that purpose, by application of the assets, were deducted from the total amount of the percentages defined in the concession contract to the financial participation due by the State. With the subsidiable investments made. Such subsidies are introduction of Decree-Law 247-C/2008, no further recorded as deferred income in the year the Company participations in investments by the State are planned acquires the right to receive them, and are amortised to for the future. the statement of profit and loss on the same basis as that applicable to depreciation of the subsidised • The significant matters regarding tax benefits are as revertible tangible fixed assets (Note 49 (h)). follows: The notes which follow are numbered as defined in the - The Company’s exemption from Stamp Tax and Portuguese Official Chart of Accounts. The numbers not Municipal Surcharge ended on 31 December 2005. included relate to notes that are not applicable to the Company or their presentation is not significant to the Depreciation is provided on a straight-line basis. Assets accompanying financial statements. which started operating up to 31 December 2002 are depreciated on an annual basis and those acquired as from 2003 are depreciated on a monthly basis as from 3. BASIS OF PRESENTATION the month they start operating, in accordance with the AND PRINCIPAL ACCOUNTING following estimated periods of useful life: POLICIES
The accompanying financial statements were prepared on a going concern basis from the Company’s Years of accounting records maintained in accordance with useful life generally accepted accounting principles in Portugal. Buildings and other constructions 10 to 50 These financial statements reflect only the Company’s Machinery and Equipment 3 to10 non-consolidated accounts, prepared in accordance Transport Equipment 3 to 6 with legislation. Although investments have been Tools and utensils 4 recorded in accordance with the equity method, which Administrative equipment 3 to 10 is in accordance with generally accepted accounting principles, the accompanying financial statements only reflect the effect of consolidation of the results for the c) Tangible fixed assets revertible to the year and equity of the subsidiary and affiliated State companies, but not the effect of a full consolidation of assets, liabilities, income and costs. In accordance with the current concession contract, assets directly related to the conceded operation The Company will prepare and present separate revert, without compensation, to the State on 31 consolidated financial statements in accordance with December 2035. These assets are subject to the International Financial Reporting Standards, as adopted public domain regime and are allocated to the by the European Union. operations of the Company, which can freely administer them in this area, but not dispose of them Note 16 includes financial information relating to group on a private legal commercial basis. and associated companies. 6. Individual Financial Statements (i) The revertible tangible fixed assets were originally The principal accounting policies used in preparing the 09 | recorded at cost, including indirect costs incurred financial statements are as follows: during the construction period. a) Intangible fixed assets The historical cost of the motorway stretch and sub-stretch infrastructures in operation at 31 | Annual Report 49 Intangible fixed assets include essentially: December 1988 were revalued in 1989, under Order 158/90F-DE of 15 February of the Secretary (i) The amount paid by the State in exchange for the of State for Finance (Note 12). right to collect tolls on the CREL, which is being amortised on a straight-line basis, as from January 2003, over the remaining period of the concession (ii)The criteria for allocating indirect costs to (Note 8); revertible tangible fixed assets during the construction period, are as follows: (ii) The amount paid by the State under the Global Agreement, entered into with it and Estradas de Technical area costs Portugal, which, together with Decree-Law 247- Technical area costs relating to stretches, sub- C/2008, resulted in extension of the concession contract to the year 2035, which is being stretches and service areas under study and in amortised over the period of the concession; construction are added to the cost thereof, in proportion to the capital expenditure already (iii) Costs of founding the organisation, capital incurred. increases, development studies and projects and industrial property and other rights, which are Financial costs recognised at cost and are being amortised on a Financial costs, which correspond essentially to the straight-line monthly basis, over a period of three years, as from the month in which they are net amount of interest expense and income and incurred. exchange difference, are calculated by application of an average financing cost, to the accumulated b) Non revertible tangible fixed assets amount of direct capital expenditure on stretches, sub-stretches and service stations under study and Non revertible tangible fixed assets are stated at cost. construction, less grants received from the State and community funds. The technical area costs and financial costs of the equity acquired of these companies as of the calculated and allocated to fixed assets in progress date of acquisition of the investment. Such as explained above, by corresponding credit to the differences are recorded in the intangible assets caption “Own work capitalised”, are transferred caption “Goodwill”, which is amortised on a to revertible tangible fixed assets when the monthly basis as from the month of acquisition, over stretches, sub-stretches and service areas start the expected period of recovery of the investments. operating (Note 52). In accordance with the equity method of accounting, Depreciation of revertible tangible fixed assets is investments are adjusted annually by the amount provided on cost or revalued amount, as follows: corresponding to the parent company’s share in the net results of the group and associated companies by Stretches and sub-stretches (excluding the wear and credit or charge to financial income or costs for the tear layer of the flexible paving), service areas and period or, in the case of other changes in their equity, complementary projects in operation by corresponding entry to the caption “Adjustments On a straight-line monthly basis over the in equity investments in group companies”, except as remaining period of the concession, as from the regards changes in the equity of subsidiary month they start operating. companies resulting from capital increases with share premiums, resulting in dilution of the participation Flexible paving – wear and tear layer held, in which case the corresponding adjustment in the participation is made by corresponding entry to Major repairs and improvements, which consist financial income and costs. Dividends from these essentially of the substitution of the wear and tear companies are recorded when declared, as decreases layer, are depreciated on a straight-line monthly in the amount of the investments. basis over a period of eight years (estimated period of useful life of the wear and tear layer of flexible The remaining investments are recorded at cost less, paving), as from the month the stretches and sub- where applicable, an adjustment for loss on their stretches start operating, being fully depreciated in realisation. any situation by the end of the concession period. e) Inventories Repair of stretches and sub-stretches The cost of repairs and maintenance of stretches Merchandise is stated at cost, which is lower than its market value.
6. Individual Financial Statements and sub-stretches is expensed in the year incurred. 09 | Operating machinery and equipment f) Adjustments for doubtful debts
Operating machinery and equipment is Adjustments for doubtful debts are determined depreciated on a straight-line monthly basis over based on an assessment of the estimated risks of not | Annual Report its estimated period of useful life, as from the year collecting the accounts receivable from customers 50 it starts operating, being fully depreciated in any and other debtors. situation by the end of the concession period. g) Provisions The depreciation rates used correspond to the following periods of estimated useful life: Provisions are only recognised when there is a legal or implicit obligation resulting from a past event, settlement of which will probably result in the outflow of resources and the amount of the obligation can be reasonably estimated. Provisions Years of are reviewed at each balance sheet date and adjusted useful live to reflect the best estimate as of that date.
Communications network 10 Toll equipment 5 Provisions for restructuring costs are recognised Complementary equipment 4 to 20 whenever there is a formal detailed restructuring plan which has been communicated to those involved. d) Investments
Investments in group and associated companies are recorded using the equity method of accounting, such investments being initially recorded at cost which is then increased or reduced by the amount corresponding to the difference between the cost of the investment and the proportion of the book value h) Foreign currency balances and k) Retirement pensions transactions Since 1988 there has been a defined benefits Foreign currency assets and liabilities not covered by supplementary retirement, invalidity and survivor fixed exchange agreements are translated to Euros at pension plan for the employees of Brisa, excluding the exchange rates prevailing at the end of the directors. A pension fund, managed autonomously period. Exchange gains and losses arising due to by a pension fund management company, was set up differences between the exchange rates at the in 1988 to cover the liability. transaction date and those prevailing at the date of collection, payment or at the year end are recorded Brisa records its liability for the payment of pensions in the statement of profit and loss of the in accordance with Accounting Directive 19, issued corresponding period. by the Portuguese Accounting Standards Board on 21 May 1997. This Directive establishes that i) Deferred costs companies with pension plans must recognise the cost of such benefits as the services are rendered by Deferred costs include mainly amounts Brisa has the beneficiaries. Thus, at the end of each agreed to pay the State as a result of renegotiating accounting period, Brisa obtains, from an the concession contract in 1991, in exchange for independent entity, an actuarial calculation of its extending the concession period. These amounts are pension liability as of that date and the pension cost amortised on a straight-line basis over the concession to be recorded. The liability thus estimated is period, as from September 1991, when the contract compared with the market value of the pension came into force. funds, in order to determine the amount of the differences to be recorded (Note 31). The original amount of these payments corresponds to the difference between the amount of guaranteed l) Incentive plan income received from the State up to 1989 and the financial cost of loans incurred by the State from Due to the lack of specific accounting standards in 1986 to 1991, both under the 1985 concession Portugal, the benefits granted to employees and contract (Note 49 (a)). directors is recognised and measured in accordance with International Financial Reporting Standard IFRS j) Deferred income 2 – Share based payments. In accordance with IFRS 2 the benefits granted in the form of shares (equity 6. Individual Financial Statements Deferred income compromises mainly: instruments) are recognised at fair value as of the 09 | date they are granted. Fair value as of the date the (i) Subsidies received from the State and the benefits are granted is recognised as cost on a European Union to finance revertible tangible fixed straight-line basis over the period in which the assets, calculated, for that purpose, by application benefits are earned through services rendered. of the percentages defined in the concession Benefits granted in the form of shares but settled in | Annual Report 51 contract to the subsidiable investments made. cash are recognised as liabilities, at fair value as of Such subsidies are recorded as deferred income in the balance sheet date (Note 31). the year the Company acquires the right to receive them, and are amortised to the statement of profit m) Accruals basis and loss on the same basis as that applicable to depreciation of the subsidised revertible tangible Income and expenses are recorded on an accruals fixed assets (Note 49 (h)). basis, under which they are recognised in the period to which they apply independently of when they are (ii) Compensation obtained from the State in received or paid. Differences between the amounts December 1995, due to abolition of the tolls on received and paid and the related income and some sub-stretches of road in the metropolitan expenses are recorded under “accrual and deferral” areas of Lisbon and Porto, under the terms of captions (Note 49). Decree-Law No. 330-A/95 of 16 December, which was recorded as deferred income and is being amortised to the statement of profit and loss up to 2035 (end of the concession period) (Note 49 (i)). n) Derivative financial instruments and Hedge accounting is discontinued when the hedge accounting hedging instrument matures, is sold or exercised, or when the hedging relationship ceases to comply Brisa has the policy of contracting derivative financial with the requirements of IAS 39. instruments to hedge the financial risks to which it is exposed as a result of changes in interest rates and (ii) Trading instruments exchange rates. Brisa does not contract derivative Changes in the fair value of derivative financial financial instruments for speculation purposes. instruments that are contracted for financial hedging purposes in accordance with the Group’s Brisa contracts derivative financial instruments in risk management policies, but do not comply with accordance with internal policies approved by the the requirements of IAS 39 to qualify for hedge Board of Directors. accounting, are recorded in the statement of profit and loss for the period in which they occur. Derivative financial instruments are measured at their fair value. The method of recognising this depends Deferred taxes on the nature and purpose of the transaction. Deferred taxes refer to temporary differences (i) Hedge accounting between the amount of assets and liabilities for Because of the lack of specific standards in accounting and for tax purposes, as well as those Portugal for classifying financial instruments, the resulting from tax incentives obtained and temporary provisions of IAS 39 were applied, as required by differences between the tax and accounting results Portuguese Accounting Directive 18. Therefore, (Note 6). classification of a derivative financial instrument as a hedging instrument is based on the provisions of Deferred tax assets and liabilities are calculated and IAS 39 as regards their documentation and periodically evaluated using the tax rates expected to effectiveness. be applicable on date the temporary differences revert. Changes in the fair value of derivative instruments designated as fair value hedges are recognised in Deferred tax assets are recorded only when there is the statement of profit and loss for the period, reasonable expectation of sufficient future taxable together with changes in the fair value the asset or profits for them to be used. On each balance sheet
6. Individual Financial Statements liability subject to the risk. date, a reassessment is made of the temporary
09 | differences underlying the deferred tax assets in Changes in the fair value of derivative financial order for them to be recognised or adjusted instruments designated as cash flow hedging depending on the current expectation their for future instruments are recorded in the caption “Other recovery.
| Annual Report reserves” as regards their effective component and 52 in the statement of profit and loss as regards their non-effective component. The amounts recorded under “Other reserves” are transferred to financial income and expenses in the period in which the effect on the hedged item is also reflected in the statement of profit and loss.
Changes in the value of derivative financial instruments hedging net investment in a foreign entity, as in the case of cash flow hedging instruments, are recorded in the caption “Translation reserve” as regards their effective component. The non-effective component of such changes is recognised in the statement of profit and loss for the period. If the hedging instrument is not a derivative, the corresponding changes resulting from variations in the exchange rate are recorded in the caption “Translation reserve”. eieetbnft 9 897 1407 5651 (5 639) 897 24142 - - (21323) - 63600 balance 5449 - 7046 (21200) Decreases 202 - Increases 45465 balance 84800 Retirement benefits Financial instruments Non-deductible provisions (c) Tax losses carriedforward (b) Securitisation offuture receivables (a) Deferred taxassets security upto2000,inclusive,andfiveyearsafter2001), during aperiodoffouryears(tenforsocial subject toreview andcorrection bythetaxauthorities In accordance withcurrent legislation,taxreturns are Income Tax rateplusMunicipalSurcharge isapplied. dividends distributed,towhichtheapplicableCorporate all thecompaniesincludedintaxperimeter, lessthe This regime consistsofthe sumofthetaxableresults of Oeste”). S.A. (“Via Oeste,SGPS, andVia SGPS, S.A.(“BrisaInternacional”) Telecomunicações, S.A.(“Mcall”),BrisaInternacional, Tecnologia, S.A.(“BIT”),Mcall–Serviçosde Serviços”), BrisaO&M,S.A.(“BOM”),Inovaçãoe SGPS,S.A.(“Brisa (“BEG”), BrisaServiçosViários, Group companiesBrisaEngenhariaeGestão,S.A. Taxation ofGroup withthe ofCompanies(“SRTGC”) Corporate IncomeTax undertheSpecialRegimefor From 1January2009,theCompanyisbeingtaxedin the years1995to2002,inclusive. of itsinvestmentsinrevertible tangiblefixedassets,in not participatedinbytheState,corresponding to50% the years1997to2007,upthatamount,amount concession contract,todeductfrom incometaxduefor has beenallowed,asregards itsactivitieswithinthe year ended31December2007,inclusive,theCompany 294/97 of28Julyand24October, respectively, uptothe As aresult oftheprovisions ofDecree-Laws 287/99and of taxableincome,resulting inatotaltaxrateof26.5%. Municipal surcharge ofuptoamaximumrate1.5% normal rateof25%,whichcanbeincreased bya The CompanyissubjecttoCorporateIncomeTax atthe 6. INCOMETAX a) Changesindeferred tax assets:: statements asof31December2009,are asfollows: regards theirnature andimpactonthefinancial Changes intheyearresulting from theserules,as recognised byapplicationofthedeferred taxrules. All situationsthatsignificantlyaffect future taxesare profits generatedinthatperiod. years aftertheyare incurred, fordeductionfrom taxable Tax lossescanbecarriedforward duringaperiodofsix outcome ofallexistingdisputeswiththeTax Authorities. in thegoodnessoftheirargumentsandafavorable disposal todefendtheirpositions,continuingbelieve used thevariousprocedural andlegalinstrumentsatits unfounded. Inthiscontext,theBoard ofDirectors, has consultants,believesthereexternal are corrections Board ofDirectors, basedontechnicaladvicefrom activity carriedoutundertheconcessioncontract.The income taxbaseandtax,inparticularasregards the Authorities havebeenrequested corrections to the In theregular inspectionscarriedoutbytheTax the financialstatementsasof31December2009. of thesetaxreturns willnothaveasignificanteffect on possible corrections resulting from revisions/inspections correction. TheBoard ofDirectors believesthatany years 2006to2009are stillsubjecttoreview and suspended. Therefore theCompany’s taxreturns forthe circumstances, theperiodcanbeextendedor progress, inwhichcase,depending onthe been grantedorinspections,claimsappealsare in except where there are taxlosses,benefitshave Beginning Utilisation Ending / 3 1 4 4 6)95697 (48162) 6346 137 513 53 | Annual Report 09 | 6. Individual Financial Statements (a) This amount results from the securitisation of future (i) These differences correspond essentially to the receivables operation in the year ended 31 December effect of applying the equity method. 2007 (Note 50). As a result of this operation, and in accordance with Decree-Law 219/2001 of 4 August, (ii) As of 31 December 2009, this amounts was made up the 400 000 thousand Euros were added for as follows: purposes of determining Brisa’s income subject to corporate income tax for the year 2007. Up to the maturity of the operation the corresponding Reversal effect of the securitisation of deferred tax asset will be gradually reversed by future receivables operation 20 000 deduction, for determining corporate income tax for Changes in fair value of derivative financial each year, from income corresponding to the instruments 6 647 securitised credits; Provision related with potential losses associated with Douro Litoral Concession (5 000) (b) The tax losses carried forward and corresponding Others 1 047 deferred tax assets are as follows: 22 694
Prejuízo Activos por Data limite Ano de geração fiscal impostos diferidos de utilização
2006 66 052 16 513 2012 2007 35 911 8 978 2013
101 963 25 491
(c) The increase in deferred tax assets relating to non tax (iii) This amount corresponds to the net tax losses deductible provisions corresponds essentially to the generated during the year ended 31 December 2009 provision recorded in the year ended 31 December by Group companies under the SRTGC, which were 2009 for estimated losses to be incurred on the deducted in the Brisa’s fiscal results generated in the 6. Individual Financial Statements Douro Litoral concession (Note 34). same period. 09 | b) Reconciliation of the income tax rate: 7. AVERAGE NUMBER OF PERSONNEL | Annual Report 54 During the year ended 31 December 2009, the average
Profit before income tax 203 142 number of employees of the Company was 1 462. Nominal tax rate 25,0% Expected tax 50 786 8. Industrial property and
Permanent differences (i) (8 331) other rights Temporary differences (ii) (22 694) Negative equity changes (541) At 31 December 2009 this caption includes essentially
19 220 the amount paid by the Company to the State (conceding entity) in exchange for the right to charge
Adjustments to the amount of tax: tolls on the CREL motorway as from 1 January 2003 Autonomous taxation 254 (Note 3 a), under the provisions of Decree-Law 314 Municipal surcharge 1 153 A/2002 of 26 December, less the amount received Tax losses carryforward (19 220) previously when such tolls were abolished and which, at Income tax 1 407 31 December 2002 had not been recognised as income, Effective tax rate 0,7% and the amount paid under the Global Agreement between the Company, the State and the EP which,
Current tax (Note 48 (a)) 1 407 together with Decree-Law 247-C//2008, resulted in Current tax SRTGC (iii) (Note 16) (16) extension of the concession for three years, up to 2035. Deferred Tax 43 282
44 673 Tangible fixedassets: Intangible fixedassets: Investments: Revertible tangiblefixedassets: Tangible fixedassets: Intangible fixedassets: in intangibleandtangiblefixedassetsinvestments, During theyearended31December2009,changes 10. FIXEDASSETS Revertible tangiblefixedassets: ol n tnis4 1 3)10 946 (37) 14253 3963 (20) 3947 (1) 2744 (3729) (2063) - (276) (9) (97) 2 (28) 347 - 1107 - 65013 46 698 1874 895 16972 (955) 789 170 - 5356 174 (31) 3158 2583 - 11164 (10) 13807 312782 16941 - Administrative equipment 503143 52192 (8 870) Tools and utensils (322) 1673 Transport equipment Machinery andequipment - - - Buildings andotherconstructions 11 - 201 390 5073084 107561 2123 Goodwill (Note45) (470) 170028 96044 Industrial property andotherrights 17125 60014 (41) 116 7007 2129 - 15559 - 2357 3947 1641 (67213) 16263 304 527 - 6164 - (1) (20) 8820 (4416) 330758 (38) 11164 - - 1148 - (2473) Loans toothercompanies (91) (23) 26237 Equity investmentsinothercompanies (504) 2 913 Equity investmentsinassociatedcompanies(Note16) 47 67650 Loans togroup companies (Note16) (16) - - Investments ingroup companies (Note16) 4986833 4 692 464 - 95645 99641 51 (513) 223 399808 - - 19374 2189 2119 29 (28) (2435) 8430 Revertible tangiblefixedassetsinprogress Service areas 3947 1641 Operating machineryandequipment (9) 8814 Stretches ofmotorway 417 Tangible fixedassetsinprogress 1087 171 Administrative equipment Tools andutensils Transport equipment 401165 Machinery andequipment Buildings andotherconstructions Land andnaturalresources Intangible fixedassetsinprogress Goodwill Industrial property andotherrights evc ra 0 8 3882 - 1738217 - 72074 - (16) 280 - - 3602 140151 17009 1598066 55 081 Service areas Operating machineryandequipment Stretches ofmotorway einn ipsl Ending Beginning Disposals einn ipsl Ending Disposals Beginning EquityEnding Beginning 5 4 5 4 1)1814173 (16) - 157440 1 656749 5287853 (192) (38) 94800 5 193283 0 8 0 3)( 4)403802 (2948) (37) 1504 405 283 3 5 7881926( 8)834914 (8880) 169236 37808 636 750 aac diin n rt-fsTasesbalance Transfers andwrite-offs Additions balance aac nrae n rt-fsTasesbalance Transfers andwrite-offs Increases balance balance Decreases method Increases balance 268144(1)( 7)36447 (6973) (612) 1414 42 618 582234(0)( 5)21916 (5858) (402) 68960 2324 (955) 25 852 (31) 14596 55 350 follows: amortisation, depreciation andadjustmentswere as as wellinthecorresponding accumulated Accumulated amortisation Gross assets Gross assets 55 | Annual Report 09 | 6. Individual Financial Statements The transfers of the gross value of intangible and tangible fixed assets and accumulated amortisation and depreciation correspond essentially to assets transferred for purposes of the contribution in kind for the capital increase of BIT and BOM.
Revertible tangible fixed assets – stretches and sub- stretches of motorway in operation The cost and corresponding accumulated depreciation of stretches and sub-stretch of motorways in operation at 31 December 2009 are made up as follows:
A3 A4 A5 A6 A10 A12 A13 A14 A1 A2 Porto/ Porto/ Costa do Marateca/ A9 Bucelas/ Setúbal/ Almeirim/ Fig. Foz/ Total Norte Sul Valença Amarante Estoril Caia CREL Carregado/ IC3 Montijo Marateca Coimbra 2008 Gross Studies 19 983 21 417 13 490 4 856 5 127 7 353 5 981 10 818 1 401 6 803 2 490 99 719 Purchase of land 51 268 24 353 72 204 37 890 44 094 12 920 31 393 14 294 13 870 11 089 8 921 322 296 Works 812 900 862 008 459 119 190 922 180 527 287 158 211 438 546 057 67 627 236 508 113 213 3 967 477 Other costs 17 371 1 660 5 080 1 118 3 257 181 763 28 781 19 9 030 736 67 996 901 522 909 438 549 893 234 786 233 005 307 612 249 575 599 950 82 917 263 430 125 360 4 457 488
Technical area costs 32 618 23 655 20 381 8 282 7 619 11 963 7 740 8 146 2 553 4 919 7 090 134 966 Financial costs (Note 14) 79 000 32 043 28 060 11 548 10 083 16 047 19 249 20 633 4 259 5 896 3 790 230 608 Gross historical cost 1 013 140 965 136 598 334 254 616 250 707 335 622 276 564 628 729 89 729 274 245 136 240 4 823 062
Revaluation (Note 13) 190 813 34 173 ------15 172--240 158 Expropriations (Note 51) (340) 5 5 - 9 960 - 114 (24) 118 26 - 9 864
Gross revalued cost 1 203 613 999 314 598 339 254 616 260 667 335 622 276 678 628 705 105 019 274 271 136 240 5 073 084
6. Individual Financial Statements Accumulated depreciation
09 | Historical cost 421 088 282 013 222 918 113 809 99 747 123 049 104 197 80 693 33 612 57 577 35 116 1 573 819 Revaluation (Note 13) 129 101 24 603 ------10 694--164 398
Accumulated depreciation 550 189 306 616 222 918 113 809 99 747 123 049 104 197 80 693 44 306 57 577 35 116 1 738 217
Net book value 653 424 692 698 375 421 140 807 160 920 212 573 172 481 548 012 60 713 216 694 101 124 3 334 867 | Annual Report 56
Investment in revertible tangible fixed assets in the year ended 31 December 2009 is made up as follows:
Direct investment: Works 74 981 Purchase of land 2 040 Others 15 256 92 277
Indirect investment (Note 52) 2 524
94 801 Revertible tangible fixed assets in progress The changes in revertible tangible fixed assets in progress in the year ended 31 December 2009 were as follows:
Beginning Disposals Ending balance Additions and write-offs Transfers balance
Motorway stretches: Infrastructure 8 930 1 345 - (6 838) 3 437 Technical area costs (Note 3 c) (ii)) 2 - - - 2 Financial costs (Note 3 c) (ii), 11, 14, 45 and 52) - 14 - - 14 8 932 1 359 - (6 838) 3 453
Supplementary projects: Infrastructure 80 950 58 636 (31) (52 382) 87 173 Technical area costs (Notes 3 c) (ii) and 52) 861 61 - (444) 478 Financial costs (Notes 3 c) (ii), 11, 14, 45 and 52) 3 914 2 449 (1) (1 977) 4 385 85 725 61 146 (32) (54 803) 92 036
Major repairs 982 5 145 - (5 572) 555
Service areas: Infrastructure 6 - (6) - -
95 645 67 650 (38) (67 213) 96 044 6. Individual Financial Statements 09 | | Annual Report 57 Investments The capital increase in group companies corresponds to: The changes in investments in the year ended 31 December 2009 were as follows:
Payment of capital in the company BIT (a) 2 207 Equity investments in group and associated companies Acquisition of Tecnoholding 50 Application of the equity method to equity investments Constitution of Brisa Participações I, in group and associated companies at 31 December SGPS, S.A. (“Brisa Participações I”) 50 2009 had the following impact: Constitution of Brisa Participações II, SGPS, S.A. (“Brisa Participações II”) 50 2 357
(a) Before 31 December 2009 the Company reaslised a capital increase in Brisa Serviços through contribution in kind of the participation in BIT.
Profit in group Loss in group Adjustments companies companies in equity Retained Provisions Company (Note 45) (Note 45) participation earnings Dividends (Note 34) Total (Note 40) Group companies: Brisa Serviços 7 334 - (65) (708) (1 157) - 5 404 Brisa Internacional 95 465 - 69 220 - - - 164 685 Brisa Finance B.V. ("Brisa B.V.") 15 - - - (71) - (56) AEDL – Auto-Estradas do Douro Litoral, S.A. (“AEDL”) - (23) (504) - - 527 - Via Oeste - (10 663) - - - 10 663- Brisal - Auto-Estradas do Litoral, S.A. ("Brisal") - (53 491) - - - 53 491 - Tecnoholding II - Investimentos Tecnológicos, S.A. ("Tecnoholding") - (5) - - - - (5)
Associated companies: SICIT - Sociedade de Investimentos e Consultoria
6. Individual Financial Statements de Infra-estruturas de Transportes, S.A. ("SICIT") 97 - - - (9) - 88
09 | Transport Infrastructure Investment Company (SCA) SICAR ("SICAR") - (542) - - - - (542) Transport Infrastructure S. à.r.l. ("TIIC") 32 - - - - (32) - TIICC S. à.r.l. ("TIICC") - (1) - - - - (1) AEBT - Auto-Estradas do Baixo Tejo, S.A. ("AEBT") - - (463) - - 448 (15) | Annual Report 58 Other companies: Asterion, A.C.E. ("Asterion") - (322) - - - - (322)
102 943 (65 047) 68 188 (708) (1 237) 65 097 169 236
In the year ended 31 December 2009 Brisa Internacional Loans to group companies recorded 69 220 thousand Euros in the caption “Translation Reserve” (Note 40) resulting from the The increases in Loans to group companies in the year translation to Euros of the Brazilian Real financial ended 31 December 2009, corresponds to increases in statements of Brisa Participações e Empreendimentos, supplementary capital of Brisal, AEDL and Brisa Serviços Ltda. (“BPE”) and of the American Dollar financial (Note 55). statements of Brisa United States, LLC (“BUS”), as well as changes in the market value of derivative financial The decreases in Loans to group companies in the year instruments classified as net investment hedging ended 31 December 2009, corresponds to the instruments in these subsidiaries. As a result of applying repayment of supplementary capital contributions by the equity method to the investment in Brisa Brisal and Brisa Serviços (Note 55). Internacional, the Company recorded the same amount in the caption “Adjustments in equity investments”. In addition, as a result of applying the equity method, Brisa recorded the negative variations resulting from changes in the market value of derivative financial instruments hedging cash flow variations in AEDL and AEBT, in the amounts of 504 thousand Euros and 463 thousand Euros, respectively. 11. CAPITALISED FINANCIAL 14. REVERTIBLE TANGIBLE EXPENSES FIXED ASSETS IN PROGRESS (ADDITIONAL INFORMATION) In the year ended 31 December 2009 the Company included in the caption “Revertible tangible fixed assets Tangible fixed assets at 31 December 2009, revertible to in progress” the amount of 2 463 thousand Euros the State at the end of the concession, by type of (Notes 10, 14, 45 and 52) relating to financial activity, are as follows (gross amount): expenses incurred on loans to finance the construction of revertible tangible fixed assets during their construction period.
The average annual interest rate used to calculate the financial expenses was 3.52%. Construction, maintenance and operation of motorways 5 276 689 Construction, maintenance and operation 12. REVALUATION OF of service areas 11 164 TANGIBLE FIXED ASSETS 5 287 853 (LEGISLATION) Financial costs included in revertible tangible fixed assets The revertible tangible fixed assets in operation at 31 (Note 3 c) (ii)) are as follows: December 1988, which correspond to Auto-Estrada do Norte (A1), Auto-Estrada do Sul (A2) and Setúbal/Montijo (A12), were revalued under Order 158/90F-DE of 15 February of the Secretary of State for Finance. The revaluation, which was recorded in 1989, Beginning balance 232 812 was made as of 31 December 1988 using the currency Increase during the year devaluation coefficients published in Ministerial Order (Notes 10, 11, 45 and 52) 2 463 237/89 of 30 March (Note 13). Decreases during the year (1)
Ending balance 235 274
13. REVALUATION OF 6. Individual Financial Statements
TANGIBLE FIXED ASSETS 09 | Of the above amount, 230 608 thousand Euros The historical cost and revaluation of tangible fixed corresponds to sub stretches in operation (Note 10), assets, net of depreciation, as of 31 December 2009 is 267 thousand Euros corresponds to service stations in operation and 4 399 thousand Euros corresponds to made up as follows: | Annual Report fixed assets in progress (Note 10). 59
Net Net Net historical Revaluation revalued cost (Note 10) book value
Revertible tangible fixed assets: Auto-estrada do Norte (A1) 591 712 61 712 653 424 Auto-estrada do Sul (A2) 683 128 9 570 692 698 Auto-estrada Setúbal/Montijo (A12) 56 235 4 478 60 713
1 331 075 75 760 1 406 835
As a result of Brisa’s current tax regime, the full amount of depreciation of the revaluation is tax deductible. 16. GROUP AND ASSOCIATED COMPANIES
Group companies and the main information extracted from their financial statements as of 31 December 2009 are as follows:
Effective Book percentage Shareholders' Total Net result value Provisions Investments in group companies Head office participation equity income for the year (Note 10) (Note 34)
Group companies: Brisa Internacional Quinta da Torre da Aguilha 100% 517 091 111 586 95 465 483 891 - S. Domingos de Rana Brisa BV Amsterdam 100% 2 015 24 309 15 2 015 - Holland Brisal Quinta da Torre da Aguilha 70% 74 707 25 016 (76 416) - (90 331) S. Domingos de Rana Brisa Serviços Quinta da Torre da Aguilha 100% 24 939 4 754 4 442 17 092 - S. Domingos de Rana Via Oeste Quinta da Torre da Aguilha 100% 81 821 2 013 (10 663) - (47 163) S. Domingos de Rana Brisa Participações I Quinta da Torre da Aguilha 100% 50 - - 50 - S. Domingos de Rana Brisa Participações II Quinta da Torre da Aguilha 100% 50 - - 50 - S. Domingos de Rana Tecnoholding Quinta da Torre da Aguilha 100% 45 2 (1) 45 - S. Domingos de Rana Associated companies:
6. Individual Financial Statements AEDL Castelo de Paiva 55% (63 518) - (41) - (36 071)
09 | SICIT Carnaxide 35% 353 3 074 279 124 - SICAR Luxemburgo 36,36% 46 223 1 484 (1 505) 16 806 - TIIC Luxemburgo 35% (1 592) 2 429 111 - (557) TIICC Luxemburgo 35% 9 - (1) 3 - AEBT Quinta da Torre da Aguilha 30% (9 742) 834 (1) - (448) | Annual Report 60 S. Domingos de Rana ELOS - Ligações de Alta Velocidade, S.A. ("ELOS") S. Domingos de Benfica 16,3% 50 - - 8 -
520 084 (174 570)
The investments in these companies are recorded in accordance with the equity method. Application of the equity method has been adjusted for gain and loss on Brisal 142 769 intergroup transactions. In addition, shareholders’ Via Oeste 128 984 equity of the group companies includes the following Brisa Internacional 33 200 supplementary capital contributions which are recorded Brisa Serviços 7 829 in the balance sheet caption “Loans to group 312 782 companies” (Note 10): The balances with group and related companies at 31 December 2009, in addition to those reflected in the caption “Loans to group companies”, are as follows:
Clients, Suppliers, Group Other Suppliers Other Other Accrued Accrued Other Other current accounts current companies related of fixed assets debtors creditors income expenses debtors creditors accounts entities
Brisa Serviços 35 - 2 350 - - - - 3 - 87- Brisa Internacional ------119- Via Verde Portugal - Gestão de Sistemas Eletrónicos de Cobrança, S.A. ("Via Verde Portugal") 184 141 ------328 - - BIT 2002 793------510- BOM 3 1147 641--84----52- BEG 3422 242--2 288----55- Mcall 14 119 ------65- Auto-Estradas do Atlântico ("AEA") - 1 - - - - 93 ---- Controlauto - Controlo Técnico Automóvel, S.A. ("Controlauto") 177 1 ------Iteuve Portugal, Lda. ("Iteuve") 45 ------AEDL 1 036 ------2 - - - Brisa United States, LLC ("BUS") ------266 - - - Via Oeste - - 62 409 - - - - 6 143 - - 210 Brisal 1 674 42 ------SICIT 27 ------AEBT 236 ------AELO - Auto-Estradas do Litoral Oeste, S.A. ("AELO") 520 - - 839 ------Brisa Participações I - - - - - 50 ----- 6. Individual Financial Statements
7 604 12 980 64 759 839 2 372 50 93 6 414 328 888 210 09 | | Annual Report 61 (a) These amounts correspond to the corporate income tax estimate of those Group companies, recorded, respectively, as debtors and creditors balances, under the SRTGC, as follows:
Tax losses generated during the year (Note 6) 16 Corporate income tax determined under SRTGC (Note 48 (a))
678 Additionally, the transactions with these entities in the year ended 31 December 2009 were as follows:
Supplies and Financial Services Supplementary Other Financial Purchase of services costs rendered income operating income fixed assets income Brisa Serviços - - - 1 - 71 - Brisa Internacional - - - 1 - - - Via Verde Portugal 12 935 - 47 858 7 - - BOM 12 965 - 147 258 - - 482 BIT 6 406 - 14 1 699 - - - BEG 1 760 - 78 1 342 - - 8 384 Brisa BV - 24 300 - - - - - Controlauto 1 - 50 442 89 - - Via Oeste - - - 1 - 2 767 - Brisal 1 - 1 8 369- - - Mcall 488 - 7 68 - - - AEA - - - 90 19 - - AEDL 124 - - 5 179- - - Iteuve - - 3 167 7 - - SICIT - - - 28 453 - - BUS - - - - - 131 - AEBT - - - 1 447900 - - AELO - - - 1 4091 318 - -
34 680 24 300 347 21 359 2 793 2 969 8 866
6. Individual Financial Statements 21. ADJUSTMENTS TO 09 | WORKING CAPITAL
The following changes were recorded in working capital
| Annual Report captions in the year ended 31 December 2009: 62
Ajustamentos Saldo Saldo Rubricas inicial Constituição Utilização Reversão final Dívidas de terceiros: Clientes, conta corrente 17 506 786 (3 937) (119) 14 236 Outros devedores 53 - - - 53 17 559 786 (3 937) (119) 14 289
The column “Utilisation” corresponds to receivable balances considered to be uncollectible (direct utilisation). 23. DOUBTFUL ACCOUNTS In the case of death of the beneficiary, the plan also gives, in certain conditions, the surviving spouse, RECEIVABLE children or equivalent, the right to a supplementary survivor pension, corresponding to 50% of the At 31 December 2009 the Company had doubtful supplementary retirement pension that the beneficiary accounts receivable from clients and other debtors was receiving. totalling 14 289 thousands Euros, for which the Company recorded adjustments in full (Note 21). The liability resulting from the above mentioned scheme was transferred to an autonomous pension fund. The 25. RECEIVABLES FROM AND liability is determined yearly based on actuarial studies prepared by independent experts, the last available PAYABLES TO EMPLOYEES being as of 31 December 2009.
At 31 December 2009 the Company had the following The actuarial studies as of 31 December 2009 and 2008 receivables from and payables to employees: were prepared using the Projected Unit Credit method and the following assumptions and technical bases:
Receivables 149 Payables (Note 51) 29 2009
29. PAYABLES IN OVER FIVE YEARS
At 31 December 2009 payables in over five years In addition, the demographic assumptions used as of 31 amounted to 962 176 thousand Euros (Note 50). December 2009 and 2008 were as follows:
Tábuas de mortalidade TV 88/90 31. COMMITMENTS 6. Individual Financial Statements Tábua de invalidez EKV80 09 | Retirement plan
Brisa has a supplementary retirement, incapacity and In accordance with these actuarial studies the cost of survivor pension plan, under which employees reaching the retirement pension supplements for the years ended retirement age with at least ten years of service to the 31 December 2009 and 2008 is as follows: | Annual Report Company, as well as those that have at least five years 63 of service to the Company and become incapacitated have the right to a retirement pension supplementary to that guaranteed by the Social Security.
The benefit defined in the pension plan corresponds to 2009 2008 2008 7% of the gross remuneration at the date of retirement, Adjust plus 0.5% for each year of service after the tenth year. Current service cost 766 545 Also, in accordance with the pension plan in force, the Financial cost for the year 704 425 retirement pension supplement cannot exceed 17% of Acturial gains and losses (3 525) 2 996 the gross remuneration at the date of retirement and Income of the fund (627) 671 the sum of the pension supplement plus that attributed (2 682) 4 637 2 466 by the Social Security can also not exceed such gross remuneration. The above mentioned liability for the payment of the As a result of exercising all the rights to acquire Brisa social benefits was transferred to an autonomous shares, in the year ended 31 December 2006 the pension fund to which the Company makes regular beneficiaries of the plan acquired 5 105 000 shares at a contributions to cover the liability. cost of 40 789 thousand Euros, corresponding to a market value of 7.99 Euros per share. In addition, as a result of In the year ended 31 December 2009 the Company was extending the plan, in the year ended 31 December 2007 informed by the entity managing the fund and the beneficiaries acquired 106 250 shares at a cost of 1 responsible for actuarial valuation of the liability, of a 063 thousand Euros corresponding to a market price of 10 historical error in the calculation, which resulted in an Euros per share. In the year ended 31 December 2008, the understatement of the retirement pension benefits at plan was renewed as regards the part to which the 31 December 2008 of 6 065 thousand Euros for the directors are entitled, following the maturity initially Company and 708 Euros for the subsidiaries (Note 40). established. Under the terms of the new plan, in the year As explained in Note 40, correction of this error, net of ended 31 December 2008 the beneficiaries acquired 2 the corresponding tax effect (Note 6), was recorded 255 000 shares for directly in retained earnings as it is covered by 21 300 thousand Euros, corresponding to a market price Portuguese Accounting Directive 8, relating to of between 9.40 and 9.56 Euros per share. “Infrequent adjustments of great significance” In accordance with the current Plan such shares cannot be The difference between the present value of the liability traded while the right to sell and use them has not been and the market value of the fund’s assets at 31 confirmed, by the Company, based on an assessment of December 2009 and 2008 is as follows: performance, which will occur on the following dates:
• Directors - Totally in September 2011
2009 2008 2008 Employees Ajustado - 20% in April 2009 - 30% in April 2010 Valor actual das - 50% in April 2011 responsab. projectadas 3 864 12 131 5 634 Valor de mercado do fundo (481) (6 066) (6 066) In accordance with IAS 32 and IFRS 2, in addition to 3 383 6 065 (432) recording the sale of the above treasury shares, the 6. Individual Financial Statements transactions related to the incentive plan have the 09 | following impact on the financial statements: At 31 December 2009 the present value of the liability exceeded by 3 383 thousand Euros the market value of - Recognition of a liability by corresponding entry to the fund’s assets. At that date the present value of the reserves, corresponding to the present value of the | Annual Report liability to repurchase the shares, subject to financially 64 projected liability of the Company and the market value of the fund’s assets relating to it are not directly comparable updating (Note 49). with the corresponding amounts at 31 December 2008, because of the transfer of employees and corresponding - Recognition of a benefit which, in accordance with IFRS labour contract positions and liabilities to BIT and BOM 2, is understood as being granted to the employees and under the corporate reorganization process referred to in directors resulting from the increase in value of the the introductory note. shares. Recognition of this benefit, due to characterisation of the plan as “a benefit granted based The managers and directors have the benefit of a defined on shares and settled with equity instruments” under the contribution supplementary retirement pension, the provisions of IFRS 2, has resulted in the recording of a Company having assumed the commitment to pay an personnel cost and an increase in equity. This recognition insurance company 10% of the respective basic annual is repeated over the period to confirmation of the right remuneration. The premiums for the year ended 31 for the beneficiaries to sell the shares, based on December 2009, reflected under personnel costs, measuring the fair value of the benefit at the inception amounted to 430 thousand Euros. of the plan (Note 40).
Incentive Plan In the year ended 31 December 2009, due to the The Shareholders’ General Meeting held on 10 March expiration of the first tranche of employees’ plan, 2006 authorised the Board of Directors to create a new corresponding to 20% of the shares issued and the early management incentive plan through the approval of settlement of the rights held by employees who left the regulations for the acquisition of shares. Consequently, the Company, was assumed the responsability, previously conditions of the new General Incentives Plan and recognized, for the repurchase of a total of Regulations for the Acquisition of Shares (Plano Geral de 778 500 shares previously sold, which was settled in net Incentivos e Regulamento de Aquisição de Acções - terms by 3 671 thousand Euros. “PGIRAA”) were defined, under which the beneficiaries can acquire Brisa shares at market price, funded by bank loans. 32. GUARANTEES The provision for litigation in process is to cover liabilities estimated by the Board of Directors, based on information from its lawyers, resulting from actions At 31 December 2009 the Company had the following brought against the Company relating to motor bank guarantees given to third parties: accidents, losses caused by the construction of motorways and labour claims. The claims against the Company totalled approximately 26 354 thousand Euros at 31 December 2009 and the provision corresponds to the Board of Directors’ best estimate of EP - Estradas de Portugal (Base XX do the amount of such liabilities. Contrato de Concessão) 53 900 AEDL (a) 314 823 The provision for investments results from the EP – Estradas de Portugal Company’s participation the negative equity, excluding (Base XX do Contrato de Concessão) 53 900 supplementary capital contributions, of group AEBT (a) 22 753 companies in the amount of 173 564 thousand Euros ELOS (a) 13 785 (Note 16) and associated companies in the amount of 3 AELO (a) 13 521 480 thousand Euros (Note 16). Bank guarantees in favour of the courts (b) 3 667 Brisal (a) 3 115 The provision for other risks and charges includes 20 Other bank guarantees given to third parties 10 053 000 thousand Euros corresponding to the Board of 435 617 Directors’ current estimate of the amount of the potential losses to be incurred by the Company on the Douro Litoral Concession (Note 45), resulting from commitments assumed under agreements entered into with the respective constructing Consortium DLACE. (a) This amount corresponds to bank guarantees given to each company, to guarantee compliance with the Capital Subscription and Realisation Agreement.
(b) This amount corresponds to bank guarantees given to several courts under real estate expropriation processes. 6. Individual Financial Statements
Under one of the loan contracts of NWP (the 09 | Guaranteed Loan Agreement), Brisa gave a guarantee of 41 694 thousand Euros (60 000 000 USD).
Within the companies financed under Project Finance | Annual Report (Brisal, AEDL, AEBT and AELO) the participations of 65 shareholders are given as a pledge to the financing entities.
34. CHANGES IN PROVISIONS
The changes in the provision account balances during the year ended 31 December 2009 were as follows:
Beginning Ending Accounts balance Increases Reductions balance
Provision for risks and costs: Litigation in process 3 210 80 - 3 290 Investments (Notes 10 and 16) 109 473 65 129 (32) 174 570 Other risks and costs 667 20 563 - 21 230
113 350 85 772 (32) 199 090 36. CAPITAL Legal reserve Commercial legislation establishes that at least 5% of At 31 December 2009 Brisa’s fully subscribed and paid annual net profit must be appropriated to a legal reserve up share capital consisted of 600 000 000 shares with a until the reserve equals at least 20% of share capital. nominal value of one Euro each (Note 40). This reserve is not available for distribution except upon liquidation of the company, but can be used to absorb 37. LEGAL ENTITIES HOLDING losses once the other reserves have been exhausted, or to increase capital. MORE THAN 20% OF THE SHARE CAPITAL Other reserves In the year ended 31 December 2009, the increases in At 31 December 2009 José de Mello Investimentos, this caption result from the recording of the incentive SGPS, SA held, directly and indirectly through its plan and correspond to: subsidiaries, 29.92% of the shares in the company.
40. CHANGES IN SHAREHOLDERS’ EQUITY Expiration of the commitment to repurchase treasury shares (a) 4 136 The changes in shareholders’ equity in the year ended Benefits granted to employees under the 31 December 2009 were as follows: incentives plan (Note 31) 686 4 822
Beginning Appropriation Ending Accounts balance Increase of profit Decreases balance
Capital (Note 36) 600 000 - - - 600 000 Treasury shares:
6. Individual Financial Statements Nominal value (23 484) - - - (23 484)
09 | Discounts and premiums (152 629) - - - (152 629) Adjustments in equity investments in group companies (Note 10) (117 804) 69 220 - (1 032) (49 616) Legal reserve 95 687 - 7 316 - 103 003 Other reserves 337 642 4 822 (39 716) (3 350) 299 398 | Annual Report 66 Retained earnings 414 255 - - (5 166) 409 089 Net profit for the year 146 320 158 469 (146 320) - 158 469
1 299 987 232 511 (178 720) (9 548) 1 344 230
Treasury shares Commercial legislation regarding treasury shares requires companies to maintain a free reserve equal in amount to the cost of their treasury shares. The reserve is not available for distribution while the shares are held, a reserve of 176 113 thousand Euros being maintained for that purpose. In addition, the applicable accounting rules provide that gains and losses on the sale of treasury shares must be recorded in reserves. (a) This amount corresponds to the difference between 43. REMUNERATION OF THE the financial liability previously recognised, corresponding to the commitment to repurchase MEMBERS OF THE treasury shares under the incentive plan and the STATUTORY BOARDS amount efectively paid, resulting from the net settlement of that commitment by the difference The remuneration attributed to the members of the between the repurchase amount of those shares and statutory boards of the Company in the year ended 31 their market value (Note 31). December 2009 was as follows:
The decreases are related to the recording of derivative financial instruments under hedge accounting (Note 53), less the respective deferred tax (Note 6).
Board of Directors 3 714 Retained earnings Fiscal Board 130
As mentioned in Note 31, in the year ended 31 3 844 December 2009 an error was identified in the actuarial calculation of the liabilities assumed by the Company and its subsidiaries under the supplementary retirement pension plan, the effect of which at 31 December 2008, net of tax, is as follows: 44. SERVICES RENDERED BY NATURE OF ACTIVITY
Services rendered in the years ended 31 December 2009 and 2008 are made up as follows: Brisa (Note 10 and 31) 4 458 Group Companies (Note 10) 708
5 166
2009
Tolls 526 074 Service areas (a) 10 132 As the Board of Directors believes that the 6. Individual Financial Statements Client assistance 37 corresponding adjustment is covered by Portuguese 09 | Accounting Directive 8 – “Infrequent adjustments of 536 243 great significance” the above effect, which relates to preceding years and corresponds to an increase in
liabilities previously recognized, was recorded in | Annual Report Retained earnings. 67 (a) This caption includes lease instalments of 2 469 Appropriation of profit thousand Euros (Note 49 (j)) for the year ended 31 In accordance with a decision of the Shareholders’ December 2009, relating to amounts paid by sub- General Meeting held on 31 March 2009, net profit for concession holders of service areas in previous years. the year ended 31 December 2008 was appropriated as follows: (b) Regarding these financial statements, segment information is not provided due to the fact that there are no business or geographic segments that could be identified for segment reporting purposes in accordance with Accounting Directive 27 - “Segment Reporting”. Dividends 178 720 Legal reserve 7 316 Free reserve (39 716)
146 320 45. NET FINANCIAL ITEMS
Net financial items for the years ended 31 December 2009 and 2008 are made up as follows:
2009 2008
JExpenses: Interest expense (a) 96 454 126 058 Loss on group companies (Note 10) 65 047 55 261 Exchange loss 120 782 Loss on financial investments (b) 21 824 - Goodwill amortisation (Note 10) 789 789 Other financial expenses (c) 5 075 9 186 189 309 192 076 Net financial items (76 573) (91 111) 112 736 100 965
Income: Interest income 3 374 10 199 Gain on group companies (Note 10) 102 943 83 818 Exchange gain 116 451 Other financial income (c) 6 303 6 497
112 736 100 965
(a) The account “Interest expense” relates essentially to
6. Individual Financial Statements interest on loans obtained, of which interest of
09 | 2 463 thousand of Euros was allocated to sub stretches and service areas in progress (Notes 10, 11, 14 and 52).
(b) This caption includes a provision recorded in the year | Annual Report 68 ended 31 December 2009 corresponding to the current estimate of losses to be incurred under commitments assumed relating to the Douro Litoral concession (Note 34).
(c) The captions “Other financial expenses” and “Other financial income” correspond essentially to charges on loans and loss and gain on derivative financial instruments. 46. NET EXTRAORDINARY ITEMS
Net extraordinary items for the years ended 31 December 2009 and 2008 are made up as follows:
2009 2008
Expenses: Donations 207 195 Loss on fixed assets 109 279 Penalties 6 105 Corrections relating to prior years -30 Underestimated corporate income tax 71 2 451 Other extraordinary expenses 20 299 413 3 359 Net extraordinary items 27 903 51 283 28 316 54 642
Income: Gain on fixed assets 20 65 Decrease in provisions - 986 Corrections relating to prior years 42 22 Sul de Braga circular - 23 906
Other extraordinary income (a) 28 254 29 663 6. Individual Financial Statements
(a) The caption "Other extraordinary income" at 31 09 | December 2009 includes the amount of 27 087 thousand Euros relating to investment subsidies (Note 49 (h)) (29 184 thousand Euros in the year ended 31 December 2008). | Annual Report 69 48. STATE AND OTHER PUBLIC ENTITIES
The balances with these entities at 31 December 2009 are made up as follows:
Debit balances: Corporate income tax: Recuperable Tax 15 831
Credit balances: Corporate Income Tax payable Payment on account (3) Income tax withheld at source (2 000) Estimated income tax (a) 2 069 Value Added Tax 11 505 Personal Income Tax: Income tax withheld 684 Social Security contributions 859 Penalties 1 107 Other Taxes 544
14 765
(a) This amount includes Brisa’s corporate income tax estimate in the amount of 1 407 thousand Euros (Note 6) and the estimates of the remaining Group 6. Individual Financial Statements companies under the SRTGC in the amount of 662 09 | thousand Euros (Note 16). | Annual Report 70 49. ACRRUALS AND (f) This caption corresponds to accrued vacation pay, vacation subsidy and performance bonus payable to DEFERRALS the employees. (g) This caption corresponds to the liability of the These captions at 31 December 2009 are made up as pension funds, less the market value of the fund’s follows: assets (Note 31).
Accrued income: Accrued interest 6 172 Others 397 6 569
Deferred costs: Costs of the concession contract (a) 62 646 Bonds (b) 3 008 Securitisation of future receivables (c) 2 103 Insurance 952 Comissions of financing 258 Others 505 69 472
Accrued costs: Incentive Plan (d) 38 943 Accrued financial costs: Loans 9 368 Bonds 2 188 Securitisation of future receivables 199 Derivative financial instruments (e) 5 310 Accrued payroll costs (f) 4 277 Retirement benefits (g) 3 383 6. Individual Financial Statements Others 2 124 09 | 65 792
Deferred income: Financial co-participation (h) 697 909
Compensation for the abolition of tolls (i) 40 878 | Annual Report Prepaid income on service areas (j) 16 375 71 Others 43
755 205
(a) As explained in Note 3 i), when the concession contract was renegotiated, the Company assumed (h) In the year ended 31 December 2009 the Company the commitment to pay the State 119 356 thousand recognised as income, financial co-participation in Euros, which is being recognised in the statement of investment in fixed assets (Note 3 j) (i)) in the amount profit and loss over the period of the concession. Up of 27 087 thousand Euros (Note 46). to 31 December 2009 the Company has recognised (i) This caption includes the amount of 73 670 thousand 56 710 thousand Euros as cost, of which 2 409 Euros relating to compensation received from the thousand Euros was recognised in the year then State for not collecting tolls on some sub-stretches in ended. the metropolitan area of Porto (Note 3 j) (ii)), less the (b) This caption includes charges and premium on the amount of 32 792 thousand Euros transferred to issuance of bonds, which are deferred over the income, the amount of 1 572 thousand Euros, period of the bonds (Note 50). relating to the year ended 31 December 2009, having (c) This caption includes costs and issuance premiums on been reflected in the caption “Other operating the securitisation of future receivables, which are income”. being deferred over the respective maturity period (j) This caption includes the amounts paid by sub- (Note 50). concessionaires of service areas on account of lease for future periods, the Company having recognised 2 (d) This caption includes the liability relating to the 469 thousand Euros as income for the year ended 31 commitment to repurchase treasury shares under the December 2009 (Note 44). . (e) This caption corresponds to the market value of the derivative financial instruments (Notes 3 n) and 53). 50. LOANS
Loans at 31 December 2009 are made up as follows:
Short term: Loans – European Investment Bank (a) 99 448 Commercial paper (c) 304 250 Securitisation of future receivables (d) 80 000 Short term lines (e) 1 858 485 556
Medium and long term: Loans – European Investment Bank (a) 733 674 Bonds (b) 663 300 Commercial paper (c) 500 000 Securitisation of future receivables (d) 160 000 2 056 974
2 542 530
(a) Loans – European Investment Bank:
Date of Interest Description loan Amount rate Repayment conditions 6. Individual Financial Statements EIB 09 | European Investment Bank BRISA IV - A - CHF 1990 529 6.95% Sixteen annual payments starting in October 1995 BRISA IV - A - EUR 1990 889 9.5% Sixteen annual payments starting in October 1995 BRISA IV - B - CHF 1991 2 340 7.14% Sixteen annual payments starting in March 1996 | Annual Report BRISA IV - B - EUR 1991 5 814 9.42% Sixteen annual payments starting in March 1996 72 BRISA VII - EUR 1993 19 596 4.76% (*) Fourteen annual payments starting in September 1998 BRISA IX - A - EUR 1995 25 115 VAR (**) Twelve annual payments starting in December 2002 BRISA IX - B - EUR 1996 20 839 VAR (**) Twelve annual payments starting in December 2003 BRISA IX - C - EUR 1997 31 175 VAR (**) Twelve annual payments starting in September 2004 BRISA X - A - EUR 1996 31 253 VAR (**) Twelve annual payments starting in December 2003 BRISA X - B - EUR 1997 44 893 VAR (**) Twelve annual payments starting in December 2004 BRISA XI - A - EUR 1998 32 006 VAR (**) Twelve annual payments starting in June 2005 BRISA XI - B - EUR 1998 32 006 3.91% (*) Twelve annual payments starting in September 2005 BRISA XII - A - EUR 2001 33 750 3.73% (*) Twelve annual payments starting in December 2007 BRISA XII - B - EUR 2001 11 250 3.29% (*) Twelve annual payments starting in December 2007 BRISA XIII - A - EUR 2003 291 667 VAR (**) Twelve annual payments starting in June 2008 BRISA XIII - B - EUR 2007 100 000 VAR (**) Twelve annual payments starting in May 2012 BRISA XIV - EUR 2008 150 000 4.65% (*) Twelve annual payments starting in December 2010
833 122
(*): revisable rate: at the beginning of each interest period a fixed rate is agreed for periods of between three and six years. (**): variable rate: quarterly the EIB defines the rate for the following quarter. On 17 February 2006 a contract was signed with the European Investment Bank for a loan of 200 000 thousand Euros (Brisa XIV) to finance the works to widen the A1, A2, A3, A4 and A5 motorways. This is a 16 year loan, which can be drawn up to February 2010. At 31 December 2009, 50 000 thousand Euros of this loan was available.
The Brisa loans Brisa XIV and Brisa XIIIB (contracted initially for 100 000 thousand Euros) include a change in
Guarantees by the State in favour of the EIB: 182 443 Bank guarantees in favour of the EIB: 143 256
control clause which establishes, in the event of the occurrence of a situation under which, in accordance with the contractual terms, is classified as a change in control, a procedure is established involving a period for 6. Individual Financial Statements the submission of information and clarifications to the EIB. 09 |
The following guarantees have been given by third parties for the loans from the EIB: | Annual Report 73
Amounts in Amounts in (b) Non convertible bonds: thousands of currency thousands of Euros At the end of 2006 (with maturity on 5 December) Euros - 2 539 661 Brisa issued bonds totalling 600 000 thousand Euros. Swiss Francs (CHF) 4 256 2 869 The bonds mature in 10 years, bear interest at a fixed rate of 4.5% and were4 256 issued at a price 2 542 of 53099.637%, which corresponds to a Euro mid swap 10 year interest rate of 3.926% plus a spread of 0.62%.
This was the first issue by a private Portuguese company under new legislation relating to securities representing liabilities, introduced by the Portuguese State on 7 November 2005 through Decree-Law 193/2005 with the objective of making it easier for Portuguese companies to obtain funding from non resident investors. The bonds are subject to Portuguese legislation and are listed on the Luxemburg Stock Exchange.
On 28 October 2009 Brisa issued bonds totalling 63 74 | Annual Report 09 | 6. Individual Financial Statements t ns 86960 593086 236239 962176 178513 Mais de5anos(Nota29) Até 5anos Até 4anos Até 3anos Até 2anos thousands ofEuros): December 2009are repayable asfollows(amounts in Loans classifiedasmediumandlongtermat31 iaca ot Nts3c i) 0 1 4ad4)2432900 2463 2316 29 561 Financial costs(Notes3c)(ii),10,11,14and45) Technical area costs(Notes3c)(ii)and10) 9864 Others Personnel (Note25) Guarantees (b) Expropriations (Note10)(a) follows: This captionat31December2009ismadeupas 51. OTHERCREDITORS 2 056974 12 770 (a) This amountcorresponds toexpropriation under (b) COMPANY 52. OWNWORKFORTHE December 2009and2008ismadeupasfollows: Own workfortheCompanyinyearsended31 definitive outcomeofthislitigation. statements asof31December2009aresult ofthe additional liabilityshouldberecorded inthefinancial The Board ofDirectors believesthatnosignificant part ofthecaption“Purchase ofland”. caption “Revertibletangiblefixedassets”whichis December 2009.Theseamountsare reflected inthe courts amountingto7550thousandEuros at31 courts, theinitialamountsdepositedinfavourof for whichnodecisionshaveyetbeenissuedbythe There are alsootherexpropriations underlitigation, tangible fixedassetsinoperation(Note10). difference wasrecorded inthecaptionrevertible and thedecisionsissuedbycourts.This favour ofthecourts(amountsdefinedbyarbitration) between theamountsdepositedbyCompanyin appeal phaseandcorresponds tothedifference litigation whichat31December2009were inan guarantees ofsuppliers,notyetutilised. This captioncorresponds toexecutedbank 2 3423 2 524 092008 2009 1523 61 53. DERIVATIVE FINANCIAL (b) Certain types of cost, namely electricity, water, leases, insurance, maintenance and repairs, hygiene INSTRUMENTS and comfort, security, fuel, personnel and amortisation and depreciation were grouped and Derivatives not qualified as hedging (trading) distributed to several areas of activity in accordance Brisa contracted several swaps to manage interest rate with criteria defined by the Company. risk on its financial liabilities, under which it received a fixed rate and paid a variable rate and European (c) The amount of the caption “Administrative costs” inflation. These swaps were settled during the year includes, in addition to costs reflected in the captions ended 31 December 2009. “Supplies and services” and “Personnel costs” in the SPLN, as a deduction from these captions, the The changes in fair value of these instruments (trading) amount of 61 thousand Euros (Notes 3 and 52) were recognised directly in the statement of profit and relating to technical area costs recorded in the loss for the period in which they arose. caption “Own work for the company” in the SPLN.
Cash flow hedges (d) The caption “Net financial items” in the SPLF differs from net financial items in the SPLN as the In the year ended 31 December 2009, Brisa hired three capitalised financial costs of 2 463 thousand Euros interest rate swaps, in which receives variable interest (Notes 3 and 52), reflected in the caption “Own rate and pays fixed rate and which are qualified as work for the company” in the SPLN, are deducted derivative financial intruments for cash flow hedging, as from financial costs in the SPLF. follows:
Underlying Fair Value
Type of operation Maturity amount 09/12/31
Var. rate swap/Fixed rate 19/06/15 291 667 (3 222) 6. Individual Financial Statements Var. rate swap/Fixed rate 23/05/09 100 000 (2 034) 09 | Var. rate swap/Fixed rate 15/12/12 44 892 (54)
(5 310) | Annual Report The changes in the fair value of these instruments 75 (hedging) are recognised directly in the equity caption Other reserves (Note 40) and are transferred to net financial results in the period in which the covered item is also transferred to results.
54. STATEMENT OF PROFIT AND LOSS BY FUNCTIONS
The statement of profit and loss by functions was prepared in accordance with the requirements of Portuguese Accounting Directive 20, the more significant aspects being as follows:
(a) The amount of the caption “Sales and services rendered” in the Statement of Profit and Loss by Functions (SPLF) corresponds to with the captions “Sales of merchandise” and “Services rendered” in the Statement of Profit and Loss by Nature (SPLN). 55. STATEMENT OF 56. SUBSEQUENT EVENTS CASH FLOWS The Board of Directors on the meeting held on 24 February 2010, acknowledged the resignation as member The caption “Cash and cash equivalents” at 31 December of the board presented by Mr. Antonio Ressano Garcia of 2009 and 2008 is made up as follows: Lamas on 1 February 2010, due to the fact that the incompatibilities as non executive member of Brisa Board of Directors and Public office duties, that determined the suspension of his mandate on the terms of the Announcement, still hold. 2009 2008
Cash 542 309 The Board of Directors, expressed a vote of appreciation Bank deposits repayable on demand 33 615 21 973 and gratitude for the contribution he has made to the Bank overdrafts (Note 50 (e)) (1 858) (257) company during the exercise of his functions. Consequently made the co-optation of Mr. Rui Alexandre Cash and cash equivalents 32 299 22 025 Pires Diniz as member of the Board, based on his solid background and expertise, along with the deep understanding of BRISA activities. The amounts paid relating to investments correspond to supplementary capital contributions paid regarding:
Realisation of suplementary capital contributions to: Brisal (Note 10) 16 135 AEDL (Note 10) 1 137 Brisa Serviços (Note 10) 990 AELO (Note 10) 536 Co-participation in the participation in the Asterion consortium 369 Realisation of capital in the companies:
6. Individual Financial Statements SICAR (Note 10) 16 239 Brisa Participações I 50 09 | Brisa Participações II 50 Tecnoholding 50 AEBT 15 F-HITEC 14 | Annual Report 76 AELO 8 35 593
The amounts received relating to investments correspond to the following items:
epayment of supplementary capital contributions by Brisa Serviços (Note 10) 6 000 Repayment of supplementary capital contributions by Brisal (Note 10) 2 870 8 870
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, 24 de Fevereiro de 2010 Proposal
The Accountant, Registered under nº 62018 2010 Annual Sahreholders Meeting of BRISA Auto- João Rodrigues Estradas de Portugal, S.A.
Item 4 on the Agenda THE BOARD OF DIRECTORS Vasco Maria Guimarães José de Mello Apropriation of Profit João Pedro Stilwell Rocha e Melo The net profit heading for 2009 added of the adequate João Pedro Ribeiro de Azevedo Coutinho amortization and provisions shows a positive result of ? João Afonso Ramalho Sopas Pereira Bento 158 468 563,15 António José Lopes Nunes de Sousa António José Fernandes de Sousa Pursuant to legal and statutory provisions, namely António do Pranto Nogueira Leite provisions in article 27 of the Company’s articles of Salvador Alemany Más association, the Board of Directors proposes to appropriate Martin Wolfgang Johannes Rey the said profit as follows: Luís Manuel de Carvalho Telles de Abreu João Vieira de Almeida • Legal reserve: equivalent to 5& of net profit; Pedro Jorge Bordalo Silva • remaining net profit as dividends to shareholders.
It is also proposed the distribution of retained profits up to the maximum amount of € 35 454 865, 01 in order to guarantee, together with the distributed dividends, the payment of a dividend of 31 cents per share.
São Domingos de Rana, 24 February 2010
The Board of Directors 6. Individual Financial Statements 09 | | Annual Report 77 78 | Annual Report 09 | 6. Individual Financial Statements 5. The SupervisoryBoard assessedthelegal certificationof 5. 4. The SupervisoryBoard considersthattheBoard of 3. theperiodicitydeemedsuitable,Supervisory With 2. Throughout theyearunderreview, theSupervisory 1. Pursuant toitscompetenceandduties,theSupervisory | ReportandopinionoftheSupervisoryBoard onthe rsnaino niiulFnnilSaeet | presentation ofIndividualFinancialStatements independency. which initsopinion,wascarriedoutwithfull by theOfficial Auditorandtheauditworkdeveloped, agreement; itanalysedtheannualauditreport issued under thetermsoflaw, whichdeservedits the financialstatementsissuedbyOfficial Auditor was adequatelyprepared. by adequateaccountingrecords anddocuments financial informationreferred hereinabove issustained losses were madeand howthebusinessevolved.The financial yearandtounderstandinghowtheprofits and the networthofCompanyatend financial statements)are appropriate tounderstanding the statementofchangesinequityandnotesto 2009 (balancesheet,incomeandcashflowstatements, Directors’ report andthefinancialstatementsrelating to control system. auditactionsandtheefficiencyinternal ofthe of theriskmanagementsystem,development deemed adequateanditfollowedtheimplementation preparation ofthefinancial information,whichit accounting principlesandvaluationcriteriausedinthe the CompaniesCode;namely, itassessedthe Board performedthe dutiesprovided inArticle420of legal andstatutoryrules. necessary. Itwasnotaware ofanysituationviolating management accountingdocumentsdeemed bodyandallfinancial of thisgoverning report andhadaccesstotheminutesofmeetings Board ofDirectors thatapproved themanagement collaborated. Italsoparticipatedinthemeetingof Secretary andtheOfficial Auditor, withwhomitactively of theDirector forfinancialaffairs, the Corporate meetings which,asarule,haveincludedthepresence the evolutionofitsbusinesses,havingheldregular Board followedthemanagementofCompanyand financial year. been presented byitsBoard ofDirectors forthe2009 of BRISA-Auto-EstradasdePortugal,S.A.thathave management report andotheraccountingdocuments Board issuesthisreport andopinion onthe 7. The SupervisoryBoard wouldliketomentionits 6. The SupervisoryBoard assessedtheactivitydeveloped b) The proposal fortheappropriation ofnetprofit a) The Board ofDirectors' Reportandtheindividual approve: Meeting ofBrisa–Auto-EstradasdePortugal,SAto opinion thattheconditionsare metfortheGeneral In viewoftheforegoing, theSupervisoryBoard isofthe Opinion Joaquim PatríciodaSilva(Member) OlazábalCavero (Member) Tirso Francisco XavierAlves(Chairman) THE SUPERVISORY BOARD São DomingosdeRana,February26th,2010 face. addressing themainrisksand sources ofuncertaintythey its businesses,performanceandsituation and results, whilefaithfully describingthedevelopmentof assets andliabilitiesoftheCompany, itsfinancialsituation regulations, andthatitgivesatrue fairviewofthe compliance withtheapplicableaccountingstandards and Income Statementsrelating to2009wasdrawnupin contained intheManagementReport,BalanceSheetand warrant that,asfartheyare aware, theinformation (CMVM), themembersofSupervisoryBoard hereby As expressly requested bytheSecuritiesCommission Supervisory Board's Statement financial statementsof2009. Auditor andServicesingeneral. Board ofDirectors, theOfficial Auditor, theExternal appreciation forthecollaborationreceived from the in accordance withitsownperception onthesubject. Auditorandwhichitdeemedinoverallterms, External carried out,whichwere analysedjointlywiththe acknowledged themainconclusionsofwork methodology followedasadequateandit Auditorhavingdeemedthe by theExternal presented bytheBoard ofDirectors initsreport. | Legal Certification of the Accounts |
Introduction 5. Our examination has also comprised the verification that the financial information contained in the management report is consistent with the financial 1. We have examined the individual financial statements statements. of Brisa – Auto-Estradas de Portugal, S.A., which comprise the balance sheet as of December 31st, 6. We consider that the conducted examination 2009 (showing a total of 4,984,424 thousand euros provides an acceptable basis for the expression of our and total equity of 1,344,230 thousand euros opinion. including net income for the year of 158,469 thousand euros), the profit and loss by nature and by function and cash flow statements, as well as the Opinion changes in equity for the financial year ending on that date as well as the notes to the financial 7. In our opinion, the mentioned financial statements statements. present, in a true and appropriate manner, in all materially relevant respects, the financial position of Responsibilities Brisa – Auto-Estradas de Portugal, S.A. as of December 31st 2009, net income from its operations, cash flows and changes in equity in the financial year 2. It is the responsibility of the board of directors to ending on that date in accordance with International prepare such financial statements that will present in Financial Reporting Standards as adopted by the a true and appropriate manner the financial position European Union. of the Company, net income from its operations, changes in equity and cash flows as well as adopt adequate accounting principles and policies and Lisbon, February 25, 2010 maintain appropriate internal control systems.
3. Our responsibility consists of expressing a ALVES DA CUNHA, A. DIAS & ASSOCIADOS professional and independent opinion, based on our Sociedade de Revisores Oficiais de Contas examination of the mentioned financial statements.
represented by José Duarte Assunção Dias 6. Individual Financial Statements
Scope 09 |
4. Our examination has been conducted in accordance with the technical standards and auditing guidelines | Annual Report of the Portuguese chartered accountants’ society, 79 that require that the examination shall be planned and executed with a view to obtaining an acceptable degree of comfort about the absence of materially relevant distortions in the financial statements. To that end, our examination has included:
- The examination includes the verification, by sampling methods, of the basis for the amounts and information contained in the financial statements, and the evaluation of the estimates that were used in their preparation, based on judgements and criteria defined by the board of directors. - the evaluation of the adequacy of adopted accounting principles and their disclosure, in view of the circumstances; - the verification of the applicability of the continuity principle; and - the evaluation of the overall adequacy of the presented financial statements. 80 | Annual Report 09 | 6. Individual Financial Statements 1. Pursuant tothedispositionsofarticle245Portuguese 1. Introduction (Translation ofareport originallyissuedinPortuguese–Note56) | | Auditor’s Report 4. Our examinationwasperformedinaccordance withthe 4. Scope 3. Our responsibility istoexaminethefinancial 2. The Company’s Board ofDirectors isresponsible for:(i) Responsibilities ended andthecorresponding notes. functions, thestatementofcashflowsforyearthen statements ofprofit andlossbynature andby including anetprofit of158,469thousandEuros, the shareholders’ equityof1,344,230thousandEuros, that presents atotalof4,984,424thousandEuros and comprise thebalancesheetasof31December2009 Estradas dePortugal,S.A.(“theCompany”),which for theyearended31December2009ofBrisa–Auto- in themanagementreport andthefinancialstatements Auditors’ Reportonthefinancialinformationcontained Securities MarketCode,wehereby present our respects, theinformation iscomplete,true,timely, clear, the financialstatementsandassessing if,inallmaterial assessing theadequacyof overall presentation of concept, verifying theapplicabilityof going concern disclosure, takingintoconsiderationthecircumstances, the adequacyofaccounting policiesusedandtheir preparation. Theexaminationalsoincludesassessing defined bytheBoard ofDirectors, usedintheir significant estimates,basedonjudgmentsandcriteria disclosures inthefinancialstatementsandassessing sample basis,evidencesupportingtheamountsand misstatement. Theexaminationincludesverifying,ona whether thefinancialstatementsare free ofmaterial objective ofobtainingreasonable assuranceabout examination beplannedandperformedwiththe Oficiais deContas”),whichrequire thatthe Institute ofStatutoryAuditors(“Ordem dosRevisores de Revisão/Auditoria”)issuedbythePortuguese Auditing Standards (“NormasTécnicas easDirectrizes independent report based onourexamination. Securities MarketCode,andtoissueaprofessional and objective andlicit,asrequired bythePortuguese respects, theinformationiscomplete,true, timely, clear, referred toabove,includingverifyingthat,inallmaterial information containedintheaccountingdocuments its operations,financialpositionorresults ofoperations. disclosure ofanysignificant factsthathaveinfluenced controlan appropriate and;(iv)the system ofinternal accounting policiesandcriteriathemaintenanceof Securities MarketCode;(iii)theadoptionofadequate objective andlicit,asrequired bythePortuguese principles andthatiscomplete,true,timely, clear, accordance withgenerally acceptedaccounting (ii) thepreparation of historicalfinancialinformationin Company, theresult ofitsoperationsandcashflows; true andfairviewofthefinancialposition the preparation offinancialstatementsthatpresent a Represented byCarlosAlbertoFerreira daCruz Deloitte &Associados,SROCS.A. Lisbon, 25February2010 7. The financialstatementsmentionedinparagraph1 6. As mentionedingreater detailinnote31ofthe Emphases 5. In ouropinion,thefinancialstatementsreferred toin Opinion a reasonable basisforexpressing ouropinion. statements. We believethatourexaminationprovides management report isconsistentwiththefinancial verifying thattheinformationincludedin objective andlicit.Ourexaminationalsoincludes by theEuropean Union. FinancialReportingStandardsInternational asadopted consolidated financialstatementsinaccordance with Company hasprepared forseparatepublication for bytheequitymethod.Asrequired bylaw, the holdings insubsidiariesandassociatesare accounted mentioned inNote3tothefinancialstatements,equity and publicationaccording tothelegislationinforce. As accepted accountingprinciplesinPortugalforapproval have beenprepared inaccordance withgenerally above relate totheCompany’s separateoperationsand recognized, wasrecorded inRetainedearnings. corresponds toan increase inliabilitiespreviously above effect, which relates topreceding yearsand 8 –“Infrequent and significantadjustments”,the is inthescopeofPortugueseAccountingDirective of Directors believes that thecorresponding adjustment 2008, netoftax,is5,166thousandEuros. AstheBoard pension plan,theeffect ofwhichat31December subsidiaries underthesupplementaryretirement of theliabilitiesassumedbyCompanyandits 2009, anerror wasidentified intheactuarialvaluation financial statements,intheyearended31December objective andlicit. to inparagraph4above,complete,true,timely, clear, definitions includedintheauditingstandards referred information containedtherein is,intermsofthe accounting principlesinPortugalandthefinancial ended, inconformitywithgenerallyaccepted its operationsandcashflowsfortheyearthen Portugal, S.A.asof31December2009,theresults of below, thefinancialpositionofBrisa–Auto-Estradasde respects, forthepurposesdescribedinparagraph7 paragraph 1above,present fairly, inallmaterial 07. TRAFFIC STATISTICS 82 | Annual Report 09 | 13. Traffic Statistics 13, 32318371-,%-4,2% -4,5% -3,4% -7,4% -5,3% 32761 -3,7% -7,6% -5,6% 34198 -8,5% -15,2% -9,8% 32905 23655 -15,4% -8,8% 29658 33,2 -6,9% -10,1% -4,6% -7,8% 34064 25538 -0,9% 31325 -8,2% 34,8 -7,2% -4,9% -8,1% -8,2% 41482 -1,2% -8,4% 25283 22077 0,9 1,5 -8,4% 0,3% 48909 1,1 27642 -0,6% -0,2% 24480 26912 26464 29747 0,2% 0,9 1,6 0,1% 27726 1,1 26185 -0,9% -0,5% 28918 27742 0,0% 32268 1,6 0,0% 26412 2,2 -0,5% 27986 28514 1,2 -0,2% -0,2% 28765 1,9 -0,8% 41717 2,4 -1,7% 27309 -0,4% 2,7 2,3 37904 0,8 1,3 1,5 (a) Circulation expressed in10 1,1 41581 39275 -2,0% ADT 27477 37978 2,9 2,4 0,9 0,8 37442 CIRCULATION A1 39179 1,6 -2,7% 66868 1,2 -0,5% Espinho (IC24)-Feiteira 48193 37433 0,9 0,2 Feira-Espinho (IC24) -2,9% 67202 -0,8% 2,0 1,1 57538 Estarreja-Feira 48268 2009 3,9 Albergaria (A1/IP5)-Estarreja 0,2 58553 2,1 Aveiro Sul-Albergaria(A1/IP5) 1,1 1,5 2008 Mealhada-Aveiro Sul 0,2 3,9 70825 68900 Coimbra Norte(A1/A14)-Mealhada 2,7 1,5 Coimbra Sul-CoimbraNorte(A1/A14) 0,2 72778 1,1 69235 Condeixa-Coimbra Sul 2,8 2009 Pombal-Condeixa Leiria-Pombal 1,1 2008 Fátima-Leiria 1,0 1,8 Torres Novas(A1/A23)-Fátima A1/A15-Torres Novas(A1/A23) 1,0 Santarém-A1/A15 1,8 Cartaxo-Santarém Aveiras deCima-Cartaxo Carregado-Aveiras deCima A1/A10-Carregado V. FrancadeXiraI-A1/A10 V. FrancadeXiraII-V. FrancadeXiraI Alverca (A1/A9)-V. FrancadeXiraII SUBSECTION | BrisaConcession A1/IP1 -AUTO-ESTRADADONORTE 8 veic.km ICLTO()ATCHANGE ADT CIRCULATION(A) aaiã-rz070727620612 1,5% 1,2% 1,4% 2,1% 1,1% 1,9% ADT CIRCULATION 22086 21756 50396 43979 2009 49694 43056 0,8% 2008 0,7 0,5% 2,4 0,7 0,9 2009 2,3 0,9 2,1% 16971 2008 2,0% 1,9% 1,9% 16843 1,8% 1,7% 1,7% 1,6% 1,6% 1,4% 1,4% 13,9 1,8% 2,0% -0,2% 11633 -0,5% 11805 -1,3% 1,1% 11581 -1,4% 13,9 10489 -0,4% Famalicão-Cruz 1,5% 1,8% 11397 -0,7% 11575 10614 -1,6% -1,5% Santo Tirso-Famalicão 11363 -1,7% 10291 Maia-Santo Tirso 10441 SUBSECTION -1,7% 13401 ADT 0,5 1,4 23006 19324 17249 CIRCULATION 25155 35015 0,7 13218 1,0 34401 23041 0,5 1,2 18977 16903 25272 1,4 35476 50557 0,7 34905 1,0 2009 1,2 0,8 51301 0,2 2008 1,7 1,4 1,6 0,3 (a) Circulation expressed in10 0,7 1,4 0,2 1,7 1,4 1,6 1,6 A2 0,3 1,5 2009 (A22) S.B. Messines-Paderne Almodôvar-S.B. Messines 1,7 2008 Castro Verde-Almodôvar Aljustrel-Castro Verde Grândola Sul-Aljustrel Grândola Norte-GrândolaSul Alcácer doSal-GrândolaNorte A2/A6/A13-Alcácer doSal Marateca-A2/A6/A13 A2/A12-Marateca Palmela-A2/A12 Coina-Palmela Fogueteiro-Coina SUBSECTION 36363121102-,%-1,0% -0,7% 2,8% -9,8% 17082 -10,0% 41,0% 17251 -9,7% -4,9% -4,9% -9,9% 1,5% 15633 7239 -3,8% -5,1% -5,2% 6,3 -3,9% 1,3% 15200 -4,0% 8025 -4,2% 6,3 7429 7849 6858 0,1 18858 8225 0,2 7327 8252 7212 10532 18572 0,1 0,2 7613 10959 0,6 0,3 0,5 0,5 0,6 0,1 0,0 0,3 0,5 0,5 0,1 (a) Circulation expressed in10 0,0 A3 Braga Sul-Celeirós EN 303-Valença Ponte deLimaNorte-EN303 Ponte deLimaSul-PonteNorte EN201-Ponte deLimaSul Braga Poente-EN201 Braga Sul-BragaPoente Cruz-Braga Sul A3/IP1 -AUTO-ESTRADAPORTO-VALENÇA A2/IP1 -AUTO-ESTRADADOSUL 8 8 veic.km veic.km ICLTO()ATCHANGE ADT CIRCULATION(A) CHANGE ADT CIRCULATION(A) 83 | Annual Report 09 | 13. Traffic Statistics 84 | Annual Report 09 | 13. Traffic Statistics 6282754 25-,%-3,0% -3,2% -6,1% -4,6% 5285 -6,3% -4,8% -3,1% 5447 -4,5% -3,4% 2847 2899 -4,7% 2,7 -2,1% 3031 3038 -2,4% ADT 3868 2,8 -2,3% CIRCULATION -2,2% -2,6% 3104 3993 0,2 -2,5% 0,1 -2,6% -1,7% 3250 2009 8889 0,2 -2,9% 0,1 6676 -1,9% 0,4 2008 9076 7,9% 8259 6839 0,2 0,4 7,6% 8447 7563 11,7% 67193 2009 0,2 -4,3% 0,6 -3,1% 11,4% 7765 0,4 2008 68334 (a) Circulation expressed in10 -1,7% -4,6% -3,3% 0,6 0,6 22299 A6 -2,0% 0,4 -1,3% Borba-Elvas Poente ADT 20663 0,2 26167 0,6 4,1 Estremoz-Borba CIRCULATION 38592 -1,6% Évora Nascente-Estremoz 53318 23417 0,2 Évora Poente-ÉvoraNascente 4,2 81739 40333 Montemor-o-Novo Nascente-Évora Poente 55007 0,1 -0,4% 2009 Montemor-o-Novo Poente-Montemor-o-Novo Nascente 83162 Vendas Novas-Montemor-o-Novo Poente 124825 0,1 0,1 -0,6% A2/A6/A13-Vendas Novas 2008 0,4 126523 SUBSECTION 0,9 0,1 1,0 0,4 0,9 23805 2009 -1,9% 1,6 1,0 -1,4% -1,8% -0,8% 2008 23889 -2,1% 1,3% -0,6% 1,6 -1,7% -2,1% -1,1% -0,3% (a) Circulation expressed in10 -0,8% 1,1% 0,1% -0,6% 4,2 A5 20726 Alvide-Cascais ADT 21362 -0,2% 18502 24733 Alcabideche-Alvide 4,2 21121 CIRCULATION 29013 15510 Estoril-Alcabideche 21671 18843 24938 Carcavelos-Estoril 36901 29177 15305 Oeiras-Carcavelos 39710 2009 Estádio Nacional-Oeiras 37016 0,2 SUBSECTION 0,2 0,5 0,5 39681 2008 0,7 0,2 0,8 0,2 0,5 0,5 0,7 0,7 0,8 0,6 2009 0,7 2008 0,6 (a) Circulation expressed in10 A4 Castelões (A4/IP9)-AmarantePoente Penafiel-Castelões (A4/IP9) Guilhufe-Penafiel Paredes-Guilhufe Baltar-Paredes Campo-Baltar Valongo-Campo Ermesinde-Valongo SUBSECTION | BrisaConcession A6/IP7 -AUTO-ESTRADAMARATECA (A2)-CAIA A5/IC15 -AUTO-ESTRADADACOSTA DOESTORIL A4/IP4 -AUTO-ESTRADAPORTO-AMARANTE 8 8 8 veic.km veic.km veic.km ICLTO()ATCHANGE ADT CIRCULATION(A) CHANGE ADT CIRCULATION(A) ICLTO()ATCHANGE ADT CIRCULATION(A) A9/IC18 - CREL - CIRCULAR REGIONAL EXTERIOR DE LISBOA
CIRCULATION(A) ADT CHANGE SUBSECTION 2008 2009 2008 2009 CIRCULATION ADT Nacional (A5/A9)-Queluz 0,5 0,5 37982 39087 2,6% 2,9% Queluz-A9/A16 0,4 0,5 41422 43310 4,3% 4,6% A9/A16-Radial Pontinha 0,5 0,5 41422 45524 9,6% 9,9% Radial Pontinha-Radial Odivelas 0,7 0,7 27321 28280 3,2% 3,5% Radial Odivelas-A8/A9 0,4 0,4 28523 29344 2,6% 2,9% A8/A9-Bucelas (Zambujal) 0,3 0,3 24173 24291 0,2% 0,5% Bucelas (Zambujal)-A9/A10 0,5 0,5 15653 15662 -0,2% 0,1% A9/A10-Alverca 0,1 0,1 9830 9091 -7,8% -7,5%
A9 3,3 3,4 26305 27165 3,0% 3,3%
(a) Circulation expressed in 108 veic.km
A10/IC2 - AUTO-ESTRADA BUCELAS (CREL)-CARREGADO-IC3
CIRCULATION(A) ADT CHANGE SUBSECTION 2008 2009 2008 2009 CIRCULATION ADT A9/A10-Arruda dos Vinhos 0,3 0,3 12173 12356 1,2% 1,5% Arruda dos Vinhos-Carregado 0,3 0,4 8512 9090 6,5% 6,8% Carregado-Benavente 0,3 0,3 5557 5817 4,4% 4,7% Benavente-A10/A13 0,1 0,1 2259 2394 5,7% 5,9%
A10 1,0 1,0 6908 7219 4,2% 4,5%
(a) Circulation expressed in 108 veic.km 13. Traffic Statistics 13. Traffic 09 |
A12/IC3 - AUTO-ESTRADA SETÚBAL-MONTIJO | Annual Report 85 CIRCULATION(A) ADT CHANGE SUBSECTION 2008 2009 2008 2009 CIRCULATION ADT Montijo-Pinhal Novo 0,7 0,8 20227 20474 7,3% 1,2% Pinhal Novo-A2/A12 0,7 0,7 19554 19795 1,0% 1,2% A2/A12-Setúbal 0,6 0,6 31102 30732 -1,5% -1,2%
A12 2,0 2,0 22302 22367 2,5% 0,3%
(a) Circulation expressed in 108 veic.km 86 | Annual Report 09 | 13. Traffic Statistics USCIN20 0920 09CRUAINADT -2,7% CIRCULATION -2,9% 2009 -3,4% 2008 -3,6% 5327 -0,8% -1,9% -3,4% 5472 -1,0% -2,0% ADT 2009 -3,7% 4936 -2,7% CIRCULATION 2008 -3,0% 0,5 5108 7972 2,6% 19754 2009 4782 0,5 8033 20133 2,3% 0,2 2008 4952 4593 3,2% 0,2 4721 3,2% 0,1 (a) Circulation expressed in10 73,0 2,9% 5243 2009 0,1 3,9% 2,9% Brisa 74,5 0,1 2008 SUBSECTION 5110 1,5% 3,6% 0,1 0,1 1,7% 5688 ADT 1,2% 0,1 CIRCULATION 1,4% 5760 (a) Circulation expressed in108veic.km 1,5 5510 6018 5584 A14 1,5 2009 Ançã-Coimbra Norte(A14/A1) 4642 5793 EN335-Ançã 4646 0,2 Montemor-o-Velho-EN335 2008 4573 0,4 Santa Eulália-Montemor-o-Velho 4568 0,2 SUBSECTION 0,2 0,4 2009 0,2 0,2 0,4 2008 0,2 0,4 (a) Circulation expressed in108veic.km A13 Pegões-Marateca Sto. Estevão-Pegões A13/A10-Sto. Estevão Salvaterra Magos-A13/A10 Almeirim-Salvaterra Magos SUBSECTION A14/IP3 -AUTO-ESTRADAFIGUEIRADAFOZ-COIMBRA(NORTE) A13/IC3/IC11 -AUTO-ESTRADAALMEIRIM-MARATECA 8 veic.km ICLTO()ATCHANGE ADT CIRCULATION(A) CHANGE ADT CIRCULATION(A) ICLTO()ATCHANGE ADT CIRCULATION(A)