Annual Report 2010 - CMVM

Management Report of the Board of Directors 2010I. INTRODUCTIONThe Board of Directors of Teixeira Duarte, S.A. (TD,SA), in compliance with the regulatory and legal framework for publicly traded companies,has the pleasure to present its management report for the financial year 2010.During 2010, TD,SA became the leading listed company of the TEIXEIRA DUARTE Group, and before the closing of the financial year hadacquired the ownership of 100% of the share capital of Teixeira Duarte – Engenharia e Construções, S.A. (TD-EC), which, in turn, thereafterno longer trades its shares on regulated markets.In this context, the present report will address the consolidated activity of TD,SA as leader of the Business Group comprising the universe ofholdings identified in the "Table of the Teixeira Duarte Group - 2010" presented on the preliminary pages, and will disclose only brief notes onthe Company in its individual capacity, namely with respect to the proposal for the appropriation of profit.Since each of these units has its own management bodies, which report on their individual activities, this document will provide only someobservations for the purpose of allowing for a better perspective of the Group as a whole.In this context and in order to assess the development of the activity of these companies more appropriately, note will also be made, wherejustified, of some of their individual economic and financial indicators.The most appropriate way of presenting the topics object of the present Report will be to start with a brief description of the economicbackground, followed by an overall assessment of the action of the Teixeira Duarte Group, focusing on the most significant aspects of theCorporate Centre and in a consolidated perspective.The subsequent chapters will address the Group's different activity sectors, with an analysis of the respective performance over 2010,distinguishing for each the main markets of action, in particular the Construction area which is the core business of the Group.Reference will also be made to the strategic stakes held in listed companies during 2010, that is 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 bedescribed, followed by the outlook for 2011, currently in progress, ending with the proposal for the appropriation of profit.Attached to this document are, under the applicable legislation, the detailed report on the Company’s structure and corporate governancepractices (prepared in compliance with article 245-A of the Securities Market Code and with CMVM Regulation number 1/2007), as well asinformation relative to the stake in the share capital of TD,SA (namely in accordance with articles 447 and 448 of the Portuguese CommercialCompanies Code and CMVM Regulation number 5/2008).Moreover, this report also includes the individual and consolidated financial statements and accompanying notes, which were prepared inaccordance with the International Financial Reporting Standards as adopted by the European Union, as well as the corresponding Reportsand Opinions by the Audit Bodies, the Legal Certification of Accounts and the Audit Report prepared by an auditor registered at the CMVM.Pursuant to sub-paragraph c) of number 1 of article 245 of the Securities Market Code, the undersigned state that, to the best of theirknowledge, the Management Report, annual accounts, legal certification of accounts and other documents presenting the accounts wereprepared in accordance with applicable accounting standards, giving a true and fair view of the assets and liabilities, financial situation and12