A N N U A L R E P O R T A N D A C C O U N T S - CMVM
A N N U A L R E P O R T A N D A C C O U N T S - CMVM
A N N U A L R E P O R T A N D A C C O U N T S - CMVM
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Management Report of the Board of Directors - Financial Year 2008<br />
I. INTRODUCTION<br />
The Board of Directors of “TEIXEIRA DUARTE - Engenharia<br />
e Construções, S.A.”, in compliance with the regulatory and<br />
legal framework for publicly traded companies, has the<br />
pleasure to present its management report for the financial<br />
year 2008.<br />
This report summarises the most significant matters relating<br />
to the individual activities of “TEIXEIRA DUARTE -<br />
Engenharia e Construções, S.A.” and its delegations.<br />
Additionally, it covers the consolidated activities of a parent<br />
company that heads a business group comprising several<br />
investee companies illustrated in the “Teixeira Duarte Group<br />
Chart – 2008” in the preliminary pages.<br />
As each of these units has its own governing bodies, which<br />
report on their respective activities, this document will only<br />
provide brief, appropriate observations wherever the<br />
consolidated position is affected.<br />
Within that very scope and in order to more appropriately<br />
assess the development of the activity of these entities,<br />
mention will be made, where justified, of some key<br />
economic and financial indicators reported by the investee<br />
companies.<br />
The most adequate way to expose the subjects herein will be,<br />
in first place, to describe the economic background that<br />
prevailed in the year under review, in which operations were<br />
carried out, followed by an overall assessment of the<br />
Business Group, focusing on the most significant aspects of<br />
consolidated operations.<br />
The ensuing chapters provide information on the performance<br />
carried out in various business sectors throughout 2008,<br />
distinguishing the internal and external markets in each one<br />
of them, focusing particularly on the Construction sector,<br />
which is the core business of both the Group and “TEIXEIRA<br />
DUARTE - Engenharia e Construções, S.A.”. The latter will<br />
deserve an individual approach and its main economic and<br />
financial indicators will be treated separately.<br />
Mention will also be made of strategic stakes held in listed<br />
companies, i.e. “CIMPOR” - Cimentos de Portugal - SGPS,<br />
S.A.”, “Banco Comercial Português, S.A.” and “Banco Bilbao<br />
Vizcaya Argentaria, S.A.”.<br />
The significant events that took place between the end of the<br />
financial year and the date on which this Report was prepared<br />
will then be described, followed by the conclusions on the<br />
year 2008, ending with an outlook for the financial year in<br />
progress and the proposed allocation of profits.<br />
Attached to this document are, under the applicable<br />
legislation, the detailed report on the Company’s structure<br />
and corporate governance practices (prepared in<br />
compliance with Article 245-A of the Portuguese Securities<br />
Market Code and with <strong>CMVM</strong> Regulation No. 1/2007), as<br />
well as some information regarding the shares held in the<br />
capital of “TEIXEIRA DUARTE - Engenharia e Construções,<br />
S.A.” (particularly in accordance with Articles 447 and 448 of<br />
the Portuguese Commercial Companies Code and with<br />
<strong>CMVM</strong> Regulation No. 5/2008).<br />
Lastly, the individual and consolidated financial statements<br />
and accompanying notes are also included in this report.<br />
They were prepared in accordance with the International<br />
Financial Reporting Standards (IFRS), as adopted by the<br />
European Union, as well as the respective Reports and<br />
Opinions by the Supervisory Boards, the Legal Certification<br />
of Accounts and the Audit Report prepared by an auditor<br />
registered with the <strong>CMVM</strong>.<br />
Under the terms and for the purposes of paragraph 1(c) of<br />
Article 245 of the Portuguese Securities Market Code, the<br />
undersigned declare that, to the best of their knowledge,<br />
the Management Report, the annual accounts, the legal<br />
certification of accounts and all the other documents for<br />
the presentation of accounts were prepared according to<br />
the applicable accounting standards, conveying a true and<br />
proper image of the assets and liabilities, of the financial<br />
situation and results of “TEIXEIRA DUARTE - Engenharia<br />
e Construções, S.A.” and of the companies comprised in<br />
its consolidation perimeter, since they also truthfully<br />
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