Treasury shares
At the date this report was prepared, the parent did not hold any treasury shares either directly or indirectly.
Company bodies
The members of the boards are presented in the section entitled “Company officers”.
Judicial investigations - Milan Court (proceedings commenced at the Monza Court)
Following the proceedings initiated by the public prosecutor before the Monza Court (for crimes covered by articles 81 and 110 of the Criminal Code and articles 2621 and 2637 of the Italian Civil Code), in which the Chairman of the board of directors and CEO of Impregilo at the time of the alleged crimes under investigation, Impregilo S.p.A. and Imprepar S.p.A. were subjected to a preliminary investigation relating to an alleged administrative violation in relation to the crimes covered by article 25-ter.a) and r), article 5 and article 44 of Legislative Decree no. 231/2001.
The public prosecutor notified the company of the allegations against its former chairman and former CEO on 13 October 2005.
The allegation is that the company “prepared and implemented an organisational model not suitable to prevent the crimes” that the directors under investigation allegedly committed and from which it benefited.
The proceedings have been long and torturous and, finally, in the hearing of 12 July 2007, accepting the related exceptions that the defence counsel of the defendants and companies involved in the case had raised since the preliminary hearing, the Milan Court ruled on a preliminary basis “the invalidity of the ruling issued by the Judge for the Preliminary Hearing at the Milan Court on 21 February 2007 in the hearing pursuant to article 416 of the Criminal Procedural Code” and that the acts were to be returned to the Milan public prosecutor’s office.
The Milan public prosecutor re-opened the proceeding and presented the Judge for the Preliminary Investigation with a request for its filing in November 2007. On 13 February 2009, the Judge for the Preliminary Investigation accepted the public prosecutor’s request for a part of the charges and ordered the filing. As a result, Imprepar S.p.A. was excluded from the proceedings. The Judge referred the acts to the public prosecutor for the formulation of the charges for the part of the request which was not accepted. With respect to the part of the charges for which the Judge for the Preliminary Hearing did not order its filing, the company presented a request for a prompt trial. The public prosecutor requested that a ruling of “dismissal” be handed down for the remaining charges in the hearing of 21 September 2009.
In the hearing of 17 November 2009, Impregilo was acquitted of the first charge due to the lack of an element of the cause of action and of the second as it is not punishable under article 6 of Legislative decree no. 231/01 as it has a suitable organisational model.
On 21 March 2012, the Milan Appeal Court rejected the public prosecutor’s appeal against the first level ruling that had cleared Impregilo from the liability as per Law no. 231/01 and fully confirmed this ruling which, inter alia, found the parent’s organisational model to be appropriate. The prosecutor appealed against that decision to the Supreme Court which, by judgment no. 4677/14 of 18/12/2013, set aside the judgment of the Court of Appeal of Milan and returned the case to another section of the same Court for reconsideration of the merits in relation to three issues: (i) Decision on the prior suitability of the organisational and management model in force at the time of the event and its effective implementation; (ii) Existence of evasive conduct of a fraudulent nature by the perpetrators of the alleged offence of insider trading; (iii) Proof of the alleged offence (insider trading).
Judical investigations - Naples Court
Reference should be made to the section on “Non-current assets held for sale” for details on the events that have taken place with respect to the Campania USW projects.
Other proceedings - Milan Court
With respect to proceeding no. 57720/12 in which IGLI S.p.A. has challenged the shareholders’ resolutions to remove from office and elect directors of Impregilo S.p.A., the Milan Court rejected the motion to suspend the effectiveness of the resolutions at first and second level. During the hearing of 19 February 2013, the judge stated the deadlines pursuant to article 183 of the Code of Civil Procedure and set the date for the hearing to discuss the evidence as 1 October 2013. Following the agreement reached and formalised between the parties, the judgment will be abandoned pursuant to art. 309 of the Code of Civil Procedure.
Finally, on 17 October 2012, the Anti-trust Authority commenced an investigation pursuant to article 14 of Law no. 287/90 into the agreements entered into by Impregilo with the Salini Group covering future commercial projects, to verify whether article 101 of the TFUE (Treaty on the Functioning of the European Union) had been violated. On 29 January 2013, the Authority communicated the results of its investigation to Impregilo: it did not identify violations of the anti-trust regulations. The Authority authorised the business combination between Impregilo and Salini on 20 February 2013. At its meeting of 3 July 2013, the Authority closed the investigation without challenge.
Other proceedings - Florence Court
With respect to the criminal proceedings commenced against the C.A.V.E.T. consortium and certain individuals, including several former managers of the consortium, the appeal hearing was completed in June 2011 and the related ruling handed down on 27 June 2011 reversed the first level decision in full, thus quashing the measures and fully absolving both the consortium and the individuals of the charges made against them. Following the appeal to the Supreme Court by the Florence public prosecutor, the Supreme Court cancelled part of the ruling issued by the Florence Appeal Court on 18 March 2013. It ordered that the case be returned to the latter court. The referral proceedings in the Court of Appeal of Florence began on 30 January 2014 and, on 21 March 2014, the same court issued a decision dismissing most of the accusatory arguments of the prosecutor, but accepting them in some important cases. The company is waiting for filing of the reasons for the decision for a more accurate assessment of its potential impacts. However, the company remains confident that, in subsequent proceedings, it can once again demonstrate the complete correctness of its actions.
Compliance with the conditions of article 36 of the Stock Exchange Regulation
Impregilo confirms that it complies with the conditions of article 36 of Consob regulation no. 16191 (“Regulation on markets”), based on the procedures adopted before article 36 was effective and the availability of the related information.
Related party transactions
The notes to the consolidated and separate financial statements of Impregilo S.p.A. give details of the main related party transactions performed during the year.
Reasearch and development
Pursuant to article 2428 of the Italian Civil Code, we note that the group did not undertake any research and development activities during the year.
Alternative performance indicators
As required by Consob communication no. 6064293 of 28 July 2006, details of the performance indicators used in this Report and in the group’s institutional communications are given below.
Financial ratios:
Debt/equity ratio: this ratio shows net financial position (shown with a minus sign when negative, i.e., net financial indebtedness) as the numerator and equity as the denominator. The statement of financial position items making up the financial position are given in the related schedules and highlighted with an asterisk (*). The equity items are those included in the relevant section of the statement of financial position. For consolidation purposes, equity used for this ratio also includes that attributable to non-controlling interests.
Performance indicators:
- Gross operating profit: this ratio shows the sum of the following items included in the income statement:
- Total revenue.
- Total Costs, less amortisation and depreciation
- Operating profit: the operating profit given in the income statement, being the sum of total revenue and total costs.
- Return on sales or R.o.S.: given as a percentage, shows the ratio of operating profit (as calculated above) to total revenue.