A N N U A L R E P O R T A N D A C C O U N T S - CMVM

More documents

Recommendations

Info

Management Report of the Board of Directors - Financial Year 2008 I. INTRODUCTION The Board of Directors of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, in compliance with the regulatory and legal framework for publicly traded companies, has the pleasure to present its management report for the financial year 2008. This report summarises the most significant matters relating to the individual activities of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” and its delegations. Additionally, it covers the consolidated activities of a parent company that heads a business group comprising several investee companies illustrated in the “Teixeira Duarte Group Chart – 2008” in the preliminary pages. As each of these units has its own governing bodies, which report on their respective activities, this document will only provide brief, appropriate observations wherever the consolidated position is affected. Within that very scope and in order to more appropriately assess the development of the activity of these entities, mention will be made, where justified, of some key economic and financial indicators reported by the investee companies. The most adequate way to expose the subjects herein will be, in first place, to describe the economic background that prevailed in the year under review, in which operations were carried out, followed by an overall assessment of the Business Group, focusing on the most significant aspects of consolidated operations. The ensuing chapters provide information on the performance carried out in various business sectors throughout 2008, distinguishing the internal and external markets in each one of them, focusing particularly on the Construction sector, which is the core business of both the Group and “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”. The latter will deserve an individual approach and its main economic and financial indicators will be treated separately. Mention will also be made of strategic stakes held in listed companies, i.e. “CIMPOR” - Cimentos de Portugal - SGPS, S.A.”, “Banco Comercial Português, S.A.” and “Banco Bilbao Vizcaya Argentaria, S.A.”. The significant events that took place between the end of the financial year and the date on which this Report was prepared will then be described, followed by the conclusions on the year 2008, ending with an outlook for the financial year in progress and the proposed allocation of profits. Attached to this document are, under the applicable legislation, the detailed report on the Company’s structure and corporate governance practices (prepared in compliance with Article 245-A of the Portuguese Securities Market Code and with CMVM Regulation No. 1/2007), as well as some information regarding the shares held in the capital of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” (particularly in accordance with Articles 447 and 448 of the Portuguese Commercial Companies Code and with CMVM Regulation No. 5/2008). Lastly, the individual and consolidated financial statements and accompanying notes are also included in this report. They were prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, as well as the respective Reports and Opinions by the Supervisory Boards, the Legal Certification of Accounts and the Audit Report prepared by an auditor registered with the CMVM. Under the terms and for the purposes of paragraph 1(c) of Article 245 of the Portuguese Securities Market Code, the undersigned declare that, to the best of their knowledge, the Management Report, the annual accounts, the legal certification of accounts and all the other documents for the presentation of accounts were prepared according to the applicable accounting standards, conveying a true and proper image of the assets and liabilities, of the financial situation and results of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” and of the companies comprised in its consolidation perimeter, since they also truthfully 14
Management Report of the Board of Directors - Financial Year 2008 display their respective business development, of the performance and position of each of these entities, containing a description of the main risks and uncertainties they face. II. ECONOMIC BACKGROUND In order to provide a better understanding of the information supplied, a brief description of the overall economic and financial background against which the Group carried out its activities will be provided, mentioning some of the constraints experienced by the different markets, obviously highlighting the national situation. During 2008, there was stagnation in Portugal’s annual GDP growth, which had increase 1.9% in 2007. This negative trend reflects, above all, the dramatic drop in investments and exports over a period in which the full force of the economic crisis was felt, especially in the fourth quarter, where there was a -2.0% variation on the previous one. This is the worst result recorded in Portugal since 1984. This trend follows the one observed in the Euro Zone, in the USA and in Japan, with global trade shrinking at the quickest and most intensive pace since the Great Depression. In fact, in 2008, the financial markets experienced their worst crisis since the 30’s, triggered by US real estate market crash, thus called the “sub-prime crisis”, although the real causes were much more varied and deeper. This situation, in addition to the sharp increase in the trade balance deficit, the high oil prices and the severe crash of the global stock markets, had a significant impact on countless economic sectors and consequently, on the unemployment rates. In spite of this situation, in Portugal, according to the INE (National Institute of Statistics), the average unemployment rate in 2008 settled at 7.6%, 0.4 percentage points less than that recorded 2007 and below the rate forecasted by the Government, which estimated an average value of 7.7%. From this value, 47.8% correspond to long-term unemployment, the lowest percentage in the last four years. However, the increase in unemployment has had a very negative social impact worldwide. After four consecutive years of decreasing rates, in 2008 there was a reversal of this trend, with a total of 190 million unemployed worldwide at the end of that year. According to studies by ILO (International Labour Organisation), in 2009 there could be more than 40 million newly unemployed, thus increasing the global rate to 7.1%, equivalent to 230 million workers. In parallel, according to World Bank data, the number of people living below the poverty line (USD 1.25 per day) may increase substantially, eliminating all the progresses achieved since 1997. In response to the crisis, governments and central banks have attempted to coordinate efforts, implementing countless economic stimulation packages and emergency interventions, reducing interest rates and injecting short-term liquidity. However, these measures, especially aimed at preserving the financial system and preventing the bankruptcy of large-scale companies, as well as ensuring the maintenance of jobs and supporting investments in infrastructures, shall take time to produce visible effects in the current economic situation. Considering the unforeseen dimensions of the crisis and, also, that the fiscal and monetary policies of the world’s main economies may only achieve results in the medium term, there is real concern that the consumption standards will take time to return to previous levels, already quite precarious in underdeveloped or developing countries. There is consensus among analysts and observers that, in 2009, the crisis will worsen before it starts to recover. However, there are a few positive aspects, such as the fact that stock markets are already negotiating with less volatility and that there is already a reduction in the final price of fuel to the consumer, as a result of the abrupt drop in oil prices. The decrease in the Euribor rate also had a positive impact on the reduction of banks’ housing loan 15
Page 1 and 2: A N N U A L R E P O R T A N D A C C
Page 3: ANNUAL REPORT AND ACCOUNTS 2 0 0 8
Page 8 and 9: TEIXEIRA DUARTE - ENGENHARIA E CONS
Page 10: Organisational Chart - 2008 8 9
Page 13: Management Report of the Board of D
Page 17 and 18: Management Report of the Board of D
Page 65 and 66:
Management Report of the Board of D
Page 67 and 68:
Page 69 and 70:
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Notes to the Report of the Board of
Page 103 and 104:
Corporate Governance Report 2008
Page 105 and 106:
Corporate Governance Report - 2008
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Individual Financial Statements 200
Page 147 and 148:
Balance Sheets as at 31 st December
Page 149 and 150:
Net Income Statements by Nature for
Page 151 and 152:
Notes to the Financial Statements a
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Consolidated Financial Statements 2
Page 171 and 172:
Consolidated Statement of Income at
Page 173 and 174:
Consolidated Cash Flow Statement at
Page 175 and 176:
Notes to the Consolidated Financial
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
Page 187 and 188:
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Page 207 and 208:
Page 209 and 210:
Page 211 and 212:
Page 213 and 214:
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
Page 223 and 224:
Page 225 and 226:
Page 227 and 228:
Page 229 and 230:
Page 231 and 232:
Reports, Advisory Reports and Certi
Page 238 and 239:
Printing and Finishing: FACSIMILE,
show all

A N N U A L R E P O R T A N D A C C O U N T S - CMVM

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?