2010 Annual Accounts
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2010 Annual Accounts Disclaimer: This is a free translation of an original Spanish document. In the event of any discrepancy between this translation and the original Spanish document, the original Spanish document shall prevail. Dear Shareholders, I am pleased to present the annual accounts for a very special year for us. Our dear Pescanova is half a century old. Fifty years of history, a story of a dream made true. That is how all men and women that have been part and continue to be part of Pescanova feel. After fifty years, and despite of the time that has gone by, we are many who believe that this adventure, which was started by following a visionary idea of an entrepreneur ahead of his time, Mr José Fernández López, has grown over these five decades. His determination and intuition have always been our signs of identity. Perseverance and effort are our fellow companions. A target: frozen fish; a goal: to make it happen. So simple but complex at the same time. It is time now to look back when in 1960 in a small office in Orillamar, Vigo, Pescanova started its journey. Or the moment, one year later, when the Lemos, the first long-distance freezer vessel in the world, sailed the Atlantic Ocean in search of the plentiful fishing grounds in the Southern Hemisphere. It was time to look at the world with an open mind and see it through the eyes of the people living in foreign and remote latitudes, it was also time to get used to distance, to different cultures, and to bring prosperity to places with an attitude different to the Western way of thinking of that time. We always did it taking on the responsibility that gratitude demands. Promoting the incorporation of companies, building demographic settlements, creating jobs and wealth, that was our contribution to the people who trusted in us, the pillars of our Corporate Social Responsibility. These were the foundations of Pescanova, a company that radically changed the fishing industry’s approach as known at that time in the developed world. Right from the onset, Pescanova embraced every initiative tending toward innovation and aiming at a different and promising future. Confident that we were facing a technological revolution that could not be ignored, Pescanova made it happen, involving the shipbuilding sector and ancillary industries, i.e. freezing, transport, fishing gear, etc. in the Ría de Vigo, in research, development and innovation. We kept on growing to become the largest fishing fleet in Western Europe, only surpassed by the former Soviet Union. With modesty I dare say that never nothing in the marine field has contributed so determinately to the development of Galicia and Spain as that idea conceived by Mr José Fernández López. The years to come brought new challenges and again put us to the test. The enforcement of the UN Convention on the Law of the Sea, setting the 200 mile Exclusive Economic Zones, placed us at a critical crossroads. The business had to be reconceptualised to meet the demands of the fishing industry of that time. We accepted the challenge of joint ventures with enthusiasm, responsibility, work and tenacity, leading a process which helped the Spanish fleet of that time. Pescanova today is present in more than 20 countries and provides direct employment for more than 8,000 families We are now deep into what we could call the third challenge of our history: Aquaculture. We relied on fishing and, since the 1980’s when we started our pioneering farming experiences, we also put our faith in aquaculture. The high demand for marine protein made us undertake large investments in the farming of species such as turbot, salmon, tilapia, sole and shrimp. And we did it, despite of the serious socio-economic difficulties that the World faces at present, because our enterprising and pioneering spirit, as well as the intrinsic responsibility of Pescanova to be ahead of its time, so requires. However, none of this would have been possible without the help, support and commitment of our most valuable asset: the men and women that make Pescanova possible because, above all, we are a group of people who share an unlimited enthusiasm. And last let me thank you for your trust and loyalty as shareholders of our Company. With this responsibility we face the challenge of continuing to be a leader in our sector for the next fifty years to come. With my most heartfelt gratitude. Yours sincerely, Manuel Fernandez de Sousa-Faro Chairman of the Board of Directors 2010 Annual Accounts CONTENTS Board of Directors 6 PESCANOVA in the World 6 Notice of Annual General Meeting 7 Audit Report on PESCANOVA, S.A. 11 Parent Company Balance Sheet 12 Parent Company Income Statement 14 Parent Company Annual Report 21 Parent Company Management Report 47 Annual Report complementing the Management Report 49 Annual Report on Corporate Governance 51 Audit Report on the Consolidated Annual Accounts 107 Consolidated Balance Sheet 108 Consolidated Income Statement 109 Consolidated Annual Report 113 Consolidated Management Report 156 5 PARENT COMPANY ANNUAL REPORT BOARD OF DIRECTORS MANUEL FERNÁNDEZ DE SOUSA-FARO Chairman ANTONIO BASAGOITI GARCÍA-TUÑÓN Chairman of the Remunerations Committee ICS HOLDING LTD. Fernando Fernández de Sousa-Faro Chairman of the Audit Committee ALFONSO PAZ-ANDRADE RODRÍGUEZ ROBERT ALBERT WILLIAMS CXG CORPORACION CAIXAGALICIA Francisco Javier García de Paredes y Moro CAIXA DE AFORROS DE GALICIA, VIGO, OURENSE E PONTEVEDRA José Luis Pego Alonso INVERPESCA, S.A. Pablo Javier Fernández Andrade SOCIEDAD GALLEGA DE IMPORTACIÓN DE CARBONES, S.A. Jesús Carlos García García LIQUIDAMBAR INVERSIONES FINANCIERAS, S.L. Francisco Javier Soriano Arosa IBERFOMENTO, S.A. José Antonio Pérez-Nievas Heredero YAGO ENRIQUE MÉNDEZ PASCUAL ANA BELÉN BARRERAS RUANO Directors CÉSAR MATA MORETÓN Secretary of the Board but not a Director PESCANOVA IN THE WORLD America Spain Rest of Europe Acuinova Chile Acuinova Acuinova Portugal Argenova Bajamar Séptima Eiranova Camanica Fricatamar Pescanova France Nova Austral Frigodís Pescanova Hellas Novaguatemala Frinova Pescanova Italia Novahonduras Frivipesca Chapela Pescanova Polska Novaocéano Hasenosa Pescanova Portugal Novaperú Insuiña Seabel P. Belnova Pescafina Pesca Chile Pescafina Bacalao Pescanova Brasil Pescafresca Pescanova USA Pescanova Alimentación Promarisco Ultracongelados Antártida Serviconsa Africa Australia Asia Novagroup Antarctic Polar Abad Exim NovaNam Austral Fisheries Pescanova Japan Pescamar 6 PARENT COMPANY ANNUAL REPORT Pescanova, S.A. Notice of Annual General Meeting PESCANOVA, S.A. The Board of Directors of the Company has resolved to call the Annual General Meeting of Shareholders to be held at the Registered Office of the Company, Rúa José Fernández López, s/n, Chapela-Redondela (Pontevedra), on 8th April 2011, at 12h30, on first calling, or if necessary on the following day 9th April 2011, at the same place and time, on second calling, with the following: AGENDA 1. Study and ratification, if deem fit, of the Financial Statements and Management Report of PESCANOVA, S.A. and the Consolidated Financial Statements and Management Report of the Pescanova Group of Companies, as well as a report on the business conducted by the Board of Directors, all the above in respect of the financial year 2010. 2. 2010 Profit Distribution. 3. Renew the appointment of members of the Board of Directors and ratification of the appointment made by cooption. 4. Renew the appointment or, if applicable, appoint auditors for the review of the financial statements of Pescanova, S.A. and consolidated financial statements of the Pescanova Group of Companies. 5. Board members remuneration. 6. Authorisation for the acquisition of own shares, directly or through subsidiary companies, as well as for the disposal or later amortisation, determining the limits and requirements for these transactions, and with specific authority to reduce the share capital through the amortisation of own shares previously acquired pursuant to this or previous authorisations, and delegate on the Board of Directors any authority needed for the formalisation of the resolutions adopted at the Annual General Meeting of Shareholders in this respect; and leave without effect the authority granted to the Board of Directors at the Annual General Meeting of Shareholders of 6 April 2010. 7. A five year authorisation to the Board of Directors, for the issue of bonds, debentures, preference shares and other similar fixed income securities (other than promissory notes), either simple or secured, up to a maximum amount to be determined by the Annual General Meeting of Shareholders pursuant to the Law, as well as for the issue of promissory notes, up to a maximum amount, regardless the aforementioned, to be determined by the Annual General Meeting of Shareholders pursuant to the Law. Leave without effect the authority granted to the Board of Directors at the Annual General Meeting of Shareholders of 6 April 2010. 8. A five year authorisation to the Board of Directors, for the issue of debentures and similar fixed income securities convertible into or exchangeable for shares of the Company or of other companies, belonging or not to the Group of Companies, and for the issue of warrants (option for subscription of new shares or the acquisition of shares in circulation of Pescanova or of other Companies) related to newly issued shares or shares in circulation of the Company or of other companies, belonging or not to the Group of Companies, up to the amount to be determined by the Annual General Meeting of Shareholders and in compliance with Law. Delegation to the Board of Directors of the authority to exclude the pre-emptive subscription right as well as to increase the share capital in the amount required to meet the application for conversion of debentures or the execution of warrants. Leave without effect the authority granted to the Board of Directors at the Annual General Meeting of Shareholders of 6 April 2010.