Annual Report 2010 - AdP

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Statutory Auditor The Statutory Auditor is proposed by the Supervisory Board and elected by the General Meeting. Under the terms of article 446, combined with paragraphs c), d), e) and f) of the Commercial Companies Act, it is the responsibility of the Statutory Auditor to perform the following functions: a) Verify that books and ledgers, accounting registers and supporting documents are in order; b) Verify, whenever it deems such action convenient and by the means it considers appropriate, the extension of the cashbook and the stock of any kind of goods or assets belonging to the company or received by way of guarantee, deposit or for some other end; c) Verify the accuracy of financial statements; d) Verify whether the accounting policies and valuation criteria adopted by the company lead to the correct evaluation of assets and profit/loss. Company Secretary The Company Secretary and a reserve secretary are appointed by the Board of Directors. The Secretary serves during the mandate of the governing bodies that appoint him or her. The Secretary can be reappointed for any number of mandates. Under the terms of article 446º-B of the Commercial Companies Act, it is the responsibility of the Company Secretary to: a) Act as secretary at meetings of governing bodies; b) Draw up the minutes of meetings and sign them together with the members of the respective company bodies and the chairman of the Board of the General Meeting, in the case of General Meetings; c) File, store and keep in order the books and loose-leaves containing the minutes, attendance lists, the share registration book and the files relating to them; d) Send out the legal notices for meetings of all company bodies; e) Certify the signatures of the members of company bodies on company documents; f) Certify that all copies or transcripts extracted from the company's books or documents kept on file are truthful, complete and up-to-date; g) Meet, within the scope of its powers, any requests made by the shareholders regarding the exercise of their right to information and to meet requests for information regarding resolutions of the Board of Directors or the Executive Board from members of governing bodies; h) Certify the full or partial content of the Articles of Association in force, as well as the identity of the members of the various governing bodies, and the offices and powers they hold; i) Certify updated copies of the Articles of Association, of resolutions by shareholders, by the Board of Directors and all current entries in the company's books, while ensuring they are submitted or sent to the holders of shares who have requested them and have paid the corresponding costs; j) Authenticate, with his/her signature, all documentation submitted to the General Meeting and referred to in the minutes thereof; k) Guarantee registration of corporate deeds subject to registration. Governing Bodies Elected for the 2008-2010 Mandate Board of the General Meeting Chairwoman Ana Cristina de Menezes Pereira Paes Sequeira Rodrigues Vice-Chairwoman Maria Fernanda Joanaz Martins Secretary Manuel Bruno Rossi Ruano Gouveia Pereira Board of Directors Chairman Pedro Eduardo Passos da Cunha Serra Member Justino Manuel Matias Carlos Member António Manuel da Silva Branco Member João Manuel Lopes Fidalgo Member José Maria Martins Soares Member Parcaixa, SGPS, S.A. represented by José Fernando Maia de Araújo e Silva Member Parpública - Participações Públicas, SGPS, S.A. represented by Joaquim José de Oliveira Reis
Executive Board Chairman Pedro Eduardo Passos da Cunha Serra Member Justino Manuel Matias Carlos Member António Manuel da Silva Branco Member João Manuel Lopes Fidalgo Member José Maria Martins Soares Supervisory Board Chairman Paulo Alexandre Santos Ferreira Member Pedro António Martins Mendes Member Célia Maria Marques Rocha Lino Reserve Member Graça Maria V.N. Montalvão Fernandes Statutory Auditor Alves da Cunha, A. Dias & Associados, Sociedade de Revisores Oficiais de Contas, represented by José Duarte Assunção Dias, ROC Reserve: Salvador Figueiredo Vás e Lima Company Secretary Ana Cristina Rebelo Pereira Specialised Committees The Board of Directors regularly appoints multidisciplinary teams to manage and supervise cross-company projects. These include: i) a working group to monitor the implementation of PEAASAR II; ii) a supervisory group to deal with the information system requirements of AdP business units; iii) a sustainability working group; iv) a working group to monitor the use of management information; v) a working group to implement the International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS); vi) a social responsibility working group; vii) a working group for monitoring and negotiating the revision of concession contracts; viii) a working group for studying downstream systems; ix) an Equality Plan working group; x) an Ethics Committee . External Auditor Ernst & Young Audit & Associados SROC, S.A. Posts Held by Members of the Executive Board On 31 December, 2010, members of the Executive Board held the following posts in other companies: Pedro Eduardo Passos da Cunha Serra Chairman of the Board of Directors of AdP - Águas de Portugal, SGPS, S.A. Chairman of the Board of Directors of AdP - Águas de Portugal Internacional - Serviços Ambientais, S.A. António Manuel da Silva Branco Member of the Board of Directors of AdP - Águas de Portugal, SGPS, S.A. Chairman of the Board of Directors of AdP Energias - Energias Renováveis e Serviços Ambientais, S.A. João Manuel Lopes Fidalgo Member of the Board of Directors of AdP - Águas de Portugal, SGPS, S.A. Chairman of the Board of Directors of EPAL - Empresa Portuguesa das Águas Livres, S.A. José Maria Martins Soares Member of the Board of Directors of AdP - Águas de Portugal, SGPS, S.A. Chairman of the Board of Directors of Águas do Douro e Paiva, S.A. Chairman of the Board of Directors of Águas do Noroeste, S.A. Chairman of the Board of Directors of Simdouro - Saneamento do Grande Porto, S.A. AdP Group_Annual Report 2010_30|31
Page 1: Annual Report 2010 AdP Group_Annual
Page 5 and 6: Table of Contents Chairman’s Mess
Page 7 and 8: the implementation of concession co
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Page 11 and 12: Economic and financial indicators 2
Page 13: 238.3 Volume of Wastewater treated
Page 16 and 17: the sector regulator and the Minist
Page 18 and 19: A - Corporate Governance
Page 21 and 22: A - Corporate Governance 1. Mission
Page 23 and 24: in certain regions of the country,
Page 25 and 26: with the Ministry of Environment an
Page 27 and 28: 3. Information on Relevant Transact
Page 29: Executive Board Under the terms of
Page 33 and 34: - Full member the European Banking
Page 35 and 36: - In October 2002, he was appointed
Page 37 and 38: - 1992-1993 - Director and Financia
Page 39 and 40: Member - Pedro António Martins Men
Page 41 and 42: • EPAL EPAL operates in the whole
Page 43 and 44: II. Remuneration and Other Costs (A
Page 45 and 46: The report highlights the strategy
Page 47 and 48: The average age within the group is
Page 49 and 50: Regarding staff costs, there was a
Page 51 and 52: “Boosting national participation
Page 53 and 54: - considering the objective establi
Page 55 and 56: • Treat employees with respect an
Page 57 and 58: 8. Code of Ethical Conduct Remunera
Page 59 and 60: The evaluation of risk is carried o
Page 61 and 62: Information included on the Company
Page 63 and 64: There is an important volume of lon
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Page 70 and 71: The stabilisation of financial mark
Page 72 and 73: The approval of the Stability and G
Page 74 and 75: In 2010, the objectives to be achie
Page 76 and 77: The weighting of the fixed rate com
Page 78 and 79: 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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[ blank page ] AdP Group_Annual Rep
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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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Photograph Captions Cover and Back
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Annual Report 2010 - AdP

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