Annual Bulletin & Annual Report
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Annual Bulletin & Annual Report 2013 4 CONTENTS Message from the Chairman & CEO 7 1. COMPANY PROFILE 8 1.1 Board of Directors Profile 11 1.2 Companys’ Executives Profile 16 1.3 Background-Incorporation 19 1.4 Object-Operation 19 1.5 Outlook 20 1.6 EYDAP NISON S.A. 20 1.7 Area of Service 21 2. CORPORATE GOVERNANCE 24 2.1 Board of Directors: Composition and operation 26 2.2 Shareholders 26 2.3 Control Mechanisms 29 2.4 Risks Management 30 2.5 Tranparency and Disclosure 30 2.6 Corporate Governance Code 31 3 CORPORATE RESPONSIBILITY 32 3.1 Enviroment 34 3.2 Human resourses 34 3.3 Society 35 3.4 Responsible Business Practice 35 4. KEY FINANCIALS FOR THE GROUP 36 4.1 Key financials for the Group 39 4.2 Consumption Evolution & Breakdown 42 4.3 Stock Information 46 5. ANNUAL FINANCIAL REPORT 48 5.1 Statements of the Members of the Board of Directors 52 5.2 Annual Financial report of the Board of Directors 53 5.3 Financial statements for the period January 86 1st 2013 to December 31st 2013 in accordance with the international financial reporting standards (IFRS) of the group and EYDAP SA (The Company) 5.4 Independent Auditors Report 138 5.5 Information according to art. 10 of Law 3401/2005 140 5.6 Financial Data and Information 142 Annual Bulletin & Annual Report 2013 5 6 Dear Shareholders, The magnitude of EYDAP, its achievements and innovations, are the result of the effort, willpower, experience and knowledge of The year 2013 was a milestone for the future of EYDAP. The its employees, which constitute the fundamental basis to support settlement of longterm issues between the Company and the Greek our business plan, as they are the driving force for growth and our Government and of long outstanding financial claims which were success in the future. difficult to solve for years and overshadowed the otherwise healthy image of the Company’s progress, constitute the beginning of a new As the sole provider of integrated water and sewerage services era for its evolution. management to 40 % of the population of Greece, with our mission to provide quality and affordable drinking water to a growing number The initiatives taken, contributed decisively during the year of citizens and to ensure its clean return to the environment through 2013, in the collection of approximately € 406 million of overdue an efficient to process of organic treatment, faithful to the rational receivables from Municipalities and the Greek State, an amount use of natural and economic resources, with social awareness and which empowered the cash and cash equivalents of the Company, guided by our contribution to the overall well-being and sustainable thus giving the opportunity to make important decisions, such as the development, we continue to commit ourselves to : payment of debt obligations and the settlement of the long pending • high level of services to our customers labor legal cases. • respect to the environment and sustainability to the society, • high performance towards our Shareholders All of the above contributed to strong financial results. More specifically, the profit after tax amounted to € 78 million from € Dear Shareholders, 52 million in 2012, recording an increase of 51.4%, thus forming the net profit margin to 23.3% from 14.6% in 2012. Earnings EYDAP’s consistency, as always, towards its Shareholders, before interest, taxes, and amortization (EBITDA) amounted to € 84 suggested during the Shareholders General Meeting, after approval million from € 114 million in 2012. The earnings before taxes (EBT) from the Board of Directors, the distribution of dividends equal to amounted to € 62 million from € 68 million in 2012. 50% of the net profits of 2013, amounting to €38 million (€0.36 per share) and the distribution of tax free reserves, amounting to €2 Free of outstanding burdens, we are currently focusing in the million (€0.02 per share). The total amount to be distributed to the implementation of our strategy, which aims at profitable growth to Shareholders of the Company amounts to €40.5 million (€0.38 per the benefit of our customers, employees and Shareholders as well share). as that of society in which we operate and develop. I thank you warmly for the unconditional support and trust that you Our goal will be achieved through the effective and efficient have embraced the management and employees of EYDAP. operation of the Company, the maximum utilization of new technologies and the implementation of new innovative solutions, Anthony M. Vartholomeos the continuous enhancement of human resources and the adoption of pioneering business plans for further development by focusing on the customers and their service. Chairman & CEO Annual Bulletin & Annual Report 2013 7 8 1. COMPANY PROFILE 1.1 Board of Directors Name Position Anthony M. Vartholomeos Chairman & CEO - Executive Member Evaggelos Palaiologos Deputy Chairman, Non-Executive Member Grigorios Zafeiropoulos Non-Executive Member Lampros Zografos Independent, Non-Executive Member Panteleimon Kamas Non-Executive Member Eleftheria Karachaliou Non-Executive Member Anastasios Kourtis Non-Executive Member Epaminondas Sklavenitis Non-Executive Member Ioannis Chondrogiannos Non-Executive Member Christos Mistriotis Non-Executive Member Panayotis Skoularikis Non-Executive Member Emmanouel Aggelakis Non-Executive Member Evaggelos Moutafis Non-Executive Member From left: Ioannis Chondrogiannos, Evaggelos Moutafis, Emmanouel Aggelakis, Grigorios Zafeiropoulos, Anthony Vartholomeos, Eleftheria Karachaliou, Labros Zografos, Anastasios Kourtis, Epaminondas Sklavenitis, Christos Mistriotis (absent from the photo: Evaggelos Paleologos, Panteleimon Κamas, Panagiotis Skoularikis). * The Audit Committee is composed of: Labros Zografos-Chairman, Grigorios Zafeiropoulos-Member, Acting Secretary, Epaminondas Sklavenitis-Member 10 Presentation of the Board of Directors ANTHONY M. VARTHOLOMEOS Chairman & CEO Antony Vartholomeos was born in Athens in 1957. He is a graduate of the University of Piraeus (1980) and as a Ph.D Candidate, he completed the course of Master’s and Doctorate degrees, working on his doctoral dissertation on Finance & International Economy at FORDHAM University of New York (1986). His career in the banking sector started in the United States of America at the ATLANTIC BANK of New York in 1981, and then at the OLYMPIAN BANK where he worked until 1992. During his 12 years stay in USA, he gained important experience in the banking sector, with specialization in financing, investment, capital markets, real estate development and mortgage securitization and he served as senior and executive manager in various positions. His return in Greece in June 1992, was combined with his participation in the management team of INTERBANK, with primary responsibility to develop Mortgage Programs. During his four years presence in INTERBANK, he introduced innovative mortgage products, which have enjoyed great success. He also undertook positions of the head of the technology, organization, credit control and financial risk sectors. In June 1996, he was appointed as a Deputy General Director in EGNATIA BANK, and served as member of the management team, which had as main goal the profitability of the bank after 3 negative financial uses. His presence in this post was combined with continuous profitability, while the bank completed successfully the operational merger with the Bank of Central Greece. He was also member of all of the bank’s Executive Committees and Vice-Chairman of EGNATIA Mutual Funds. In January 2000, he took over the positions of the General Director initially and, later, of the Executive Vice President of the company Euroholdings Capital & Investment Corp. S.A., where, in cooperation with the Board of Directors, he implemented successfully the financial restructuring and the investment plan of the company, as well as complex projects of acquisitions, mergers, spin-offs, funding and liquidity investments. In June 2004, he was elected Executive Member of the Board of Directors of EYDAP S.A.. In May 2005 he took over the position of Chief Executive Officer (CEO) and later he was appointed Chairman of Board of Directors and CEO until his retirement in May 2010. During his tenure in the company, he achieved high growth rates, increased the company’s profitability and was responsible for the formulation and implementation of the strategic plan as well as for its ongoing modernization and financial reorganization. Since 2010, he has worked as a financial consultant while serving as Chairman of PEGASUS SECURITIES S.A. and member of the Board of the Directors of the HELLENIC REPUBLIC ASSET DEVELOPMENT FUND. Since April 2013, he was appointed as Chairman and Chief Executive Officer of EYDAP S.A.. During his career, he has developed new, innovative banking products as well as numerous business projects. He has taught Strategic Planning and Strategic Technology at FORDHAM Graduate Business School and has given lots of lectures on Securitization and Financial Restructuring. He is a member of the Board of Directors of «Konstantinos Karamanlis Institute for Democracy”. As a former champion of the National Athletics Teen Team of Greece, he continues to be actively involved in supporting various sporting events and has served as a Board member of the Pan-Hellenic Gymnastics Association. Annual Bulletin & Annual Report 2013 11 EVAGGELOS K. PALEOLOGOS, Ph.D. Deputy Chairman Ev. Paleologos was born in Athens in 1958 and is a graduate of Varvakeios Model School having received the “Medal of Excellence” by the Mayor of Athens. He has a B.Sc. and M.Sc. in Civil and Environmental Engineering and a Ph.D. in Hydrology and Water Resources from the University of Arizona. He was employed at the Yucca Mountain project for the burial of the U.S.A. high-level radioactive waste, authoring reports for the Department of Energy and the U.S.A. Congress (1992-1995). He was Professor at the University of South Carolina (1995-2007), founder of the State’s Center for Water Research and Policy, for which he served at its Board (1998-2005), member of the Academic and Industrial Board of the State of South Carolina (2002-05), and Board Member of the international organization Global Alliance for Disaster Reduction (2001-2004).