2. Internal and External Regulations <strong>AdP</strong> SGPS is a public limited liability company required to comply with the Legal Regime for the State Business Sector (RJSEE) as set out in Decree Law no. 558/99 of 17 December, in Decree Law no. 300/07, of 23 August, and subsequently in Portugal’s Commercial Companies Act. As stipulated in the RJSEE, the Minister of Finance and the minister responsible for the sector, in this case the Minister for the Environment, in the role of shareholder, set out specific management guidelines in a joint ministerial order, which was Joint Ministerial Order no. 6008/2009 of 23 January for the 2008-<strong>2010</strong> mandate. Throughout <strong>2010</strong>, <strong>AdP</strong> was the recipient of a series of orientations and guidelines handed down by the Environment and Finance Authorities including, and among others, orientations as to the Wage Policy in effect in the State Business Sector, instructions on the Contention of Human Resource Costs, within the scope of the Stability and Growth Plan. Such orientations and guidelines were duly implemented. Internal regulations are approved by the Board of Directors or by the Executive Board and are intended to establish the principles, rules and conduct to be observed in the development of <strong>AdP</strong>’s activities and those of its subsidiaries, in order to achieve uniform and rational procedures in strict compliance with current legislation. They include: i) The <strong>AdP</strong> Group’s Handbook of Ethical Behaviour; ii) The Regulations of the Ethics Committee; iii) The Plan for Controlling Corruption and Related Risks; iv) The Sustainability Handbook; v) The Sustainability Indicators Handbook; vi) Regulations on Company Access; vii) The Welcome Handbook; viii) The Handbook of Human Resource Policies and Procedures; ix) The Handbook of Performance Evaluation; x) Career Regulations; xi) Professional Development Regulations; xii) Alcohol-use Regulations; xiii) Procedures for Outsourcing Services and Supplies; xiv) Procedures <strong>AdP</strong> Group Company Tenders valued over € 250,000; xv) The Corporate Governance Handbook for Subsidiary Companies; xvi) Vehicle Assignment and Use Regulations; xvii) Service Vehicle Taxation Policies; xviii) Communication Regulations; xix) Regulations for the Assignment and Usage of Computer Materials; xx) The Handbook of <strong>AdP</strong> Group Graphic Identity; xxi) Relational Model between the Shared Services Business Unit - <strong>AdP</strong> Serviços - and <strong>AdP</strong> Group companies; xxii) <strong>AdP</strong> Group Regulatory Model.
3. Information on Relevant Transactions 3.1 Relevant Transactions with Related Entities In accordance with its corporate objectives, <strong>AdP</strong> - Águas de Portugal, SGPS, S.A. carries out various transactions with related entities, namely its subsidiaries. The main amounts and the nature of the relevant transactions with related entities in <strong>2010</strong> are presented in the following chart. <strong>2010</strong> Administration Interest EIB Participation Re-debit of Unit: euros Total and Management Income Set-up in Governing costs incurred Fees Fees Bodies AdRA - Águas da Região de Aveiro 412,537 507,294 10,082 36,881 12,799 979,593 <strong>AdP</strong> Internacional - - 1,138 1,722 17,351 20,211 <strong>AdP</strong> Serviços 239,594 116,517 - 24,202 10,352 390,664 Águas de Santo André 289,712 - - 43,872 328 333,912 Águas de Trás-os-Montes e Alto Douro 337,056 1,788,893 754,692 55,386 1,671 2,937,697 Águas do Algarve 796,432 1,416,465 1,279,530 130,721 1,778 3,624,925 Águas do Centro 200,712 - 398,085 49,812 2,001 650,611 Águas do Centro Alentejo 129,539 - 283,124 67,785 602 481,049 Águas do Douro e Paiva 533,768 - 466,291 104,156 15,425 1,119,640 Águas do Mondego 232,100 - 536,883 24,448 458 793,889 Águas do Norte Alentejano 101,318 - 318,000 29,482 712 449,512 Águas do Oeste 393,401 311,887 764,932 71,049 14,531 1,555,800 Águas do Zêzere e Côa 294,340 1,015,250 681,890 94,373 1,604 2,087,457 Águas do Noroeste 636,331 1,987,949 1,380,841 216,075 3,126 4,224,322 AgdA - Águas Públicas do Alentejo - 75,365 - - 339 75,704 EGF 814,234 190,217 127,527 3,547 12,894 1,148,419 EPAL 2,580,458 - - 157,828 4,394 2,742,679 Sanest 245,164 - 269,363 47,310 950 562,787 Simarsul 200,024 - 495,096 169,994 971 866,085 Simdouro - - - 158,853 - 158,853 Simlis 82,458 - 300,433 43,920 397 427,208 Simria 242,580 602,173 379,414 41,872 1,339 1,267,379 Simtejo 650,736 583,548 957,882 40,660 1,388 2,234,214 Valorsul - 107,812 - - 1,000 108,812 Algar - - - - 500 500 Amarsul - - - - 500 500 Valorlis - - - - 500 500 <strong>AdP</strong> Energias - 11,765 - - 611 12,377 Trevo Oeste - - - 2,375 - 2,375 9,412,493 8,715,136 9,405,202 1,616,322 108,520 29,257,673 In addition, dividends were paid out to shareholders with a total value of € 24,615,033.73. 3.2 Information Concerning other Transactions <strong>AdP</strong> SGPS, S.A. did not carry out any transactions in circumstances where market conditions did not apply. The only relevant transactions with related entities representing more than 5% of total supplies and external services, when that percentage corresponds to more than € 1 million, were with <strong>AdP</strong> - Águas de Portugal Serviços Ambientais, S.A. <strong>AdP</strong> - Águas de Portugal, SGPS, S.A. owns 100% of the share capital of this company and the transactions it carried out with the company in <strong>2010</strong> totalled € 4,537,524. These transactions mainly related to the rental of office space, including related services and supplies, for a total amount of € 2,192,433 (€ 2,150,085 in 2009). <strong>AdP</strong> Serviços also supplied services in the following areas: legal, accounting, financial, procurement, engineering, marketing and information systems. <strong>AdP</strong> Group_<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>_26|27
- Page 1: Annual Report 2010 AdP Group_Annual
- Page 5 and 6: Table of Contents Chairman’s Mess
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The weighting of the fixed rate com
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Financial Risk Management - Complie
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6. Value Chain The AdP group operat
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average, the budget cycle of a mult
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We would also refer to how responsi
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As regards the population effective
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amount of grants conceded by the Eu
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A significant percentage of the app
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• In July 2010, AgdA- Águas Púb
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EPAL - Empresa Portuguesa das Água
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Of the investment carried out in 20
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8.2. Waste Empresa Geral do Fomento
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Waste Treated The eleven EGF group
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8.3. Energy and Other Businesses Th
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As regards feasible locations, the
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Key Events Brazil There was continu
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Key activities and events The year
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• design and production of integr
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10. Future Perspectives The present
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12. Proposed Appropriation of Profi
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C - Financial Statements for 2010
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Separate Financial Statements for t
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Financial Position Statement Lisbon
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Changes in total equity statement L
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Notes to the financial statements 1
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(b) recognition and subsequent meas
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The following are subsidiary compan
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Land is not depreciated. Depreciati
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Gains and losses resulting from a c
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isks of the asset in question. The
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3 Financial risk management policy
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4.1 Provisions and adjustments AdP
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) Extraordinary income Extraordinar
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Gross Assets 31.12.2008 Additions S
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10.1 Changes during the period 31.1
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iv) In 2009, Other debtors essentia
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At 31 December 2010, capital was fu
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The Group uses derivatives with the
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25. Staff costs 31.12.2010 31.12.20
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i) The table below lists the main g
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2009 Domestic banks Foreign banks T
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9. The Audit Committee wishes to po
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Opinion 7. In our opinion, the abov
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5. We believe that the audit we per
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Consolidated Financial Statements f
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44. Other operational income and ga
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Consolidated income statement by na
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Consolidated statement of changes i
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Notes to the consolidated financial
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Vision and objectives for the 2008-
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- In terms of classification and me
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Below, a breakdown of the companies
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II - Unregulated activities a. EPAL
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If the difference is negative (tari
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2.7 Tangible fixed assets Tangible
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This category includes derivatives
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Financial assets available for sale
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The costs of past services are imme
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information on the conditions that
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The goal of capital risk management
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31.12.2009 Net income OPA 45,911,36
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7. Derivatives 7.1 Classification o
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- Águas do Centro (Contracts for c
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“Basic equipment” essentially i
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12. Financial investments in associ
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14. Derivatives 31.12.2010 31.12.20
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ii) As a result of changes to the v
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Debts per municipality in excess of
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Significant amounts were received f
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26. Provisions 31.12.2010 31.12.200
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27.1.5 Cost for the period 31 Decem
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Fixed interest rate 31.12.2010 31.1
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ii) The pig farming subsidy that wa
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36. Sales and supply of services pe
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40. Amortizations, provisions and r
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45. Financial costs 31.12.2010 31.1
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50. Contractual investment The esti
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Águas de Santo André, S.A. Instit
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Case no. CO/15/2010 - pertaining to
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Lisbon, 15 March 2011 António Manu
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9. The Audit Committee wishes to po
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5. Our audit also included a verifi
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- verifying consolidation transacti
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