The Company held no treasury shares at 31 December 2013.
Management and coordination
Salini S.p.A. is managed and coordinated by its sole shareholder, Salini Costruttori S.p.A. Relations with the parent company and with other companies subject to the same management and coordination activities, including Todini Costruzioni Generali, Co.Ge.Ma S.p.A., Metro B1 S.c.a.r.l. and Rimati S.c.a.r.l., are part of the company’s ordinary business and have been conducted at arm’s length conditions.
The management and coordination activities of Salini Costruttori S.p.A. did not have any significant effect on the results for the year.
Relations established refer almost exclusively to the centralised cash management conducted by Salini S.p.A. for the Salini Costruttori Group in order to optimise financial resources. This service generated financial income in the Company’s income statement of approximately €6.3 million.
For details of the nature and value of more significant transactions with other companies subject to the same management and coordination activities, refer to the section in the notes to the financial statements on related parties, with the exception of relations with subsidiary Todini Costruzioni Generali, which are summarised below:
- Financial revenues for centralised cash management, equal to €8.9 million;
- Coordination activities for services such as engineering and procurement, legal services, overseeing human resources and general and administrative services, equal to €7.0 million.
- Administrative and technical service activities amounting to €2.0 million
The Independent Auditors, Reconta Ernst & Young S.p.A., were appointed to perform the statutory audit and verification activities, as set forth in Article 14 of Legislative Decree 39/2010.
Judicial proceedings concerning the subsidiary Impregilo S.p.A.
Judicial investigations - Court of Milan (proceedings commenced at the Court of Monza)
Following the proceedings initiated by the public prosecutor at the Court of Monza for crimes under Articles 81 and 110 of the Criminal Code and Articles 2621 and 2637 of the Italian Civil Code, in which the chairperson of the Board of Directors and the CEO of Impregilo at the time of the alleged crimes are 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 under Article 25-ter, letters a) and r), Articles 5 and 44 of Legislative Decree 231/2001.
The public prosecutor notified the company of the allegations against the defendants on 13 October 2005.
The allegation is that Impregilo “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, at the hearing of 12 July 2007, accepting the related objections that the defence counsel of the defendants and companies involved in the case had raised since the preliminary hearing, the Court of Milan ruled on a preliminary basis “the invalidity of the ruling issued by the Judge for the Preliminary Hearing at the Court of Milan 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 public prosecutor’s office of Milan.
The public prosecutor of Milan re-opened the proceeding and presented the Judge for the Preliminary Investigation of Milan with a request for dismissal of the case 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 them to be dismissed. As a result, Imprepar S.p.A. was excluded from the proceedings. The Judge referred the case files 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 that the Judge for the Preliminary Hearing did not dismiss, the company submitted a request for summary proceedings. The public prosecutor requested that a ruling of “dismissal” be handed down for the remaining charges in the hearing of 21 September 2009.
At the hearing of 17 November 2009, Impregilo was acquitted for 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 231/01, as it has a suitable organisational model.
On 21 March 2012, the Court of Appeal of Milan rejected the public prosecutor’s appeal against the first-instance ruling that had cleared Impregilo from the liability as per Law 231/01 and fully confirmed this ruling which, inter alia, found the company’s organisational model to be appropriate. The Public Prosecutor appealed against the said decision with the Court of Cassation, which, with ruling No. 4677/14 of 18 December 2013, quashed the ruling of the Court of Appeal of Milan referring the case to another division of the same Court for reconsideration on the merits in relation to three issues: (i) Ruling on the pre-emptive effectiveness of the organization and management model in force at the time of the offence and its effective implementation; (ii) Subsistence of an elusive conduct of a fraudulent nature on the part of the authors of the alleged offence of insider trading; (iii) Assessment of the predicate offence (insider trading).
Judicial investigations - Court of Naples
Reference should be made to the section on “Non-current assets held for sale - SUW Campania Project” for details on the events that have taken place with respect to the SUW Campania projects.
Other proceedings - Court of Milan
With respect to ruling No. 57720/12 in which IGLOO S.p.A. challenged the shareholders’ resolutions to remove from office and elect directors of Impregilo S.p.A., the Court of Milan rejected the motion to suspend the effectiveness of the resolutions in both the first and second instance. At the hearing of 19 February 2013, the judge assigned the terms as per Article 183 of the Code of Civil Procedure and set a date for the hearing to discuss the evidence on 1 October 2013. Following the settlement reached and formalised by the parties to the dispute, the proceeding was cancelled pursuant to Article 309 of the Code of Civil Procedure.
On 17 October 2012, the Anti-trust Authority commenced an investigation pursuant to Article 14 of Law no. 287/90 into the agreements covering future commercial projects entered into by Impregilo with the Salini Group to determine whether Article 101 of the TFUE (Treaty on the Functioning of the European Union) had been violated. On 29 January 2013, the Authority notified the results of its investigation to Impregilo: it did not find violations of the anti-trust regulations. The Authority authorised the business combination between Impregilo and Salini on 20 February 2013. The Anti-trust closed the investigation without identifying any violations at its meeting on 3 July 2013.
Other proceedings - Court of Florence
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 closed in June 2011 and the related ruling handed down on 27 June 2011 reversed the first instance decision in full, thus quashing the measures and fully acquitting both the consortium and the individuals of the charges made against them. Following the appeal to the Supreme Court by the public prosecutor of Florence, the Supreme Court cancelled part of the ruling issued by the Court of Appeal of Florence on 18 March 2013, referring the case to the latter court. The proceeding at the Court of Appeal of Florence was opened on 30 January 2014 and is currently in progress.
Alternative performance indicators
The Company’s management assesses the financial and operating performance of the Group and business lines based on certain indicators not covered by IFRS. Below is a description, as required by the CESR/05-178b recommendation, of the components of each of these indicators.
EBITDA: this is obtained by adding the following elements to EBIT, as defined below: (i) depreciation and amortisation of tangible and intangible fixed assets, (ii) write-downs and provisions, and (iii) costs capitalised for internal work.
EBIT (net operating profit): means earnings before interest and taxes, unadjusted. EBIT also excludes income and expenses deriving from the management of non-consolidated equity investments and securities, in addition to the proceeds from any disposals of consolidated shareholdings, classified in the financial statements under financial income and expenses or, for the profit (loss) of equity-accounted investments, under the heading “Effects of measuring equity investments according to the equity method”.
EBT (pre-tax profit): is calculated as EBIT net of financial income and expenses, in addition to the effects of measuring equity investments according to the equity method.
Net debt/equity ratio: this is obtained from the ratio of net financial position – according to the CESR (Committee of European Securities Regulators) – to net equity excluding treasury shares.
Net fixed assets: means total non-current assets; specifically it refers to tangible fixed assets, intangible assets, the valuation of equity investments and other non-current items.
Operating working capital: is obtained from the algebraic sum of receivables and payables from the core business (trade receivables and payables, inventories, work in progress, tax credits, advances from clients, residual components of current assets and liabilities).
Net invested capital: is the sum of total fixed assets, operating working capital, provisions for risks and provisions for employee benefits.
ROS (Return on Sales): this indicator is calculated as the ratio between EBIT and total revenues.
ROE (Return on Equity): this is calculated as the ratio between earnings for the period and Group shareholders’ equity.
ROI (Return on Investment): this is calculated as the ratio between EBIT and net invested capital.
Current asset ratio: this is calculated as the ratio between current assets and current liabilities.
Invested capital turnover: this indicator is calculated as the ratio between sales revenues and net invested capital.
Information on related-party transactions
Please see the relevant section of the notes to the financial statements for details of transactions with related parties.
These transactions essentially concern the exchange of goods, the provision of services, funding and the use of financial resources with the Company’s subsidiaries, associate companies and other investee companies, in addition to optimising the Group’s centralised cash management activities.
The aforementioned transactions are part of the Company’s ordinary business and are conducted under normal market conditions, that is, at arm’s length.
Research and development
In accordance with the requirements of Article 2428 of the Civil Code, it is hereby stated that no research and development activities were carried out during financial year 2013.
|P.O. Box 925885, 11196 Amman - Jordan
|Salini S.P.A. Singapore Branch
|50 Raffles Place, #32-01 Singapore Land Tower, Singapore (048623).
|Salini Costruttori Uganda Branch
|Plot 22, Lower Naguru East Road, P.O Box 70393 - Kampala – Uganda
|Salini Costruttori S.p.A, Succursale du Maroc
|560 Secteur B Cite Guich Des Oudayas - Temara / Rabat
|Salini S.p.A. Middle East
|Salini S.p.A. Middle East
Jebel Ali Free Zone
|Salini S.p.A. Dubai Branch
|P.O. Box 213676, Office 401, Tameem House, Tecom C, Dubai – United Arab Emirates
|Salini SpA , Merkezi İtalya , İstanbul Merkez Şubesi
|Süleyman Seba Cad.
Saatçioğlu İş Merkezi, Kat 5-6,
34357 Beşiktaş - İstanbul
|Salini Costruttori S.p.A. Turchia Branch
|Süleyman Seba Cad.
Saatçioğlu İş Merkezi, Kat 5-6,
34357 Beşiktaş - İstanbul
|Salini S.p.A. Abu Dhabi Branch
|P.O. Box 32594
Al Murorr Area 179-st. 2/19 Saif Ali Mirz Ali Al Rumathi Building
Abu Dhabi – United Arab Emirates
|Salini Costruttori SpA (Kurdistan Branch)
|Gulan Street, Vital Village, Vila # 30, Erbil, Kurdistan Region, Iraq.
|Salcost Sierra Leone
|P.O. Box 191, Freetown
|44A Ridgeway North, Highlands - Harare – Zimbabwe
|Salini Costruttori Ethiopia Branch
|Kirkos Kifle Ketema
House No. 626
P.O. BOX 101463 Addis Ababa
|Salini S.P.A. Roma Sucursala Bucaresti
|Bucuresti Sectorul 2, Strada FIERARILOR, Nr. 1, PARTER, CAMERA NR.2
|Salini Costruttori Kazakhstan Branch
|b/n Muratbayeva str.
Business centre Samal 3° piano
12000 Kyzylorda, kazakhstan
|Salini Costruttori Bulgaria Branch
|Registered office address:
Sredets District, 19B Patriarh Evtimii Blvd, floor 4
1142 Sofia – Bulgaria
Registered correspondence address:
Triaditsa District, 180 Vitosha Blvd., 2nd floor - 4th apartment
1408 Sofia – Bulgaria
|Salini S.p.A. Libya
|Hammamet Street Gargaresh,
P.O. Box 3346 Maidan -Aljazaira,
Tripoli - Libya
|Salini S.p.A. - Sucursal Panama'
c/o Aleman Cordero Galindo Lee Torre MMG 2nd floorCalle 53 Este , Marbella Apartado postal 0819-09132 Panama, Republica de Panama
San Francisco Bay, Torre 200 - appartamento 29-c. Panama City
|Salini S.p.A. Agencia Chile
Avenida Nueva Providencia 2134 ( piso 9 oficina 901 )
Comuna de ProvidenciaSantiago 7510118
Exercise of the tax consolidation option for IRES (corporate income tax)
The Company has exercised the tax consolidation option for IRES pursuant to Article 117 et seq. of the Consolidated Law on Income Tax (TUIR) and to the Ministerial Decree of 9 June 2004.
The exercise of this option enables the Company’s IRES-taxable income to be charged to the parent company Salini Costruttori S.p.A.
The legal, economic and financial implications of joining the group taxation regime are governed by special agreement signed by the parties.
The parent’s dispute with Italian tax authorities, concerning the tax treatment of impairment losses and losses reported by the company in 2003, is currently before the Supreme Court following the tax authorities’ appeal. Specifically, the most significant issue related to the parent’s sale of its investment in the Chilean operator Costanera Norte S.A. to Impregilo International Infrastructures N.V. was cancelled by the Milan Regional Tax Commission.
The group is involved in another two first-instance disputes related to 2005 mainly concerning: (i) the costs of a joint venture set up in Venezuela; and (ii) the method used to “realign” the carrying amount of equity investments as per Article 128 of Presidential Decree 917/86. A dispute concerning 2006 covers: (a) the costs of a joint venture set up in Venezuela; (b) a loss on the sale of equity investments; and (c) costs for services not provided in that year. The Milan Provincial Tax Commission decreased the initially claimed amount to roughly 20% and the related second-instance hearing is still pending. After consulting its legal advisors, the company believes that it has acted correctly and consistently deems that the risk of an adverse ruling is not probable though it is not remote.
Risk management at Group level
The structures of the Group are particularly careful with regard to identifying and monitoring typical risks of core activities, with the dual purpose of providing management with suitable tools for adequate management and maximising the protection of company assets.
The main types of risks to which the Company could be exposed to are:
- Interest rate risk, related to the fluctuations in the cost of various sources of external financing and the related breakdown of fixed rate and variable rate loans.
- Exchange rate risk, resulting from fluctuations in the exchange rate between the Euro and other currencies with which the Group operates.
- Liquidity risk, represented by the possibility that resources generated by operating activity are not capable of meeting obligations under the terms and due dates established.
- Credit risk, caused by possible potential losses resulting from the failure of clients to meet obligations undertaken towards the Group.
- Country risk, referred to the international activities and consisting in possible defaults due to macroeconomic variables of the relevant country.
For details of the actions undertaken by the Company for effective management of the above- mentioned risks, please see the explanation in the notes to the financial statements.
This section shows the key events that have occurred after year-end 2013 if these have not been expressly illustrated in previous sections of the Annual Report at 31 December 2013.
On 3 January 2014, the Salini Impregilo Group acquired the project for the design and construction of a lot of the Sebes - Turda motorway in Romania. The customer is the “National Company of Motorways and National Roads Romania” (CNADNR) and the project is worth approximately €121 million. The Sebes - Turda motorway is located in the centre of Transylvania, in territories of the provinces of Cluj and Alba. The works to be carried out at the “Sebes-Turda Lot.1” work site will consist of 17 kilometres of motorway with two lanes in each direction and an emergency lane, and include about 81 thousand square metres of bridges and viaducts in addition to three motorway junctions.
On 13 March 2014 the agreement was signed with the Autoridad por el Canal de Panama (ACP) for the resumption of work on the project to expand the canal, of which Impregilo is contractor with Sacyr Vallehermoso (Spain) and Jan De Nul (Belgium). More extensive information in this regard is provided in the section ‘Risk Areas in the Construction sector’ in the previous parts of this Annual Report.
With regard to the events to have occurred after 31 December 2013 concerning the SUW Campania Projects, reference should be made to the section of this Annual Report on “Non- current assets held for sale - SUW Campania Projects”.
Taking into account the results of the financial year ended on 31 December 2013, the subsidiary Todini Costruzioni Generali S.p.A., which reported a net loss of €(70.6) million and an equity loss of €(31.1) million, on 12 March 2014, the Board of Directors of Salini Impregilo, resolved its willingness to convert a portion amounting to €71 million of the credit balance in its favour for the transfer current account held with subsidiary into a “reserve for payment for future capital increase”. This will allow preventing the applicability of the provisions of Article 2447 of the Civil Code to Todini.
There have been no other significant events after year-end 2013 in addition to those illustrated in the notes to the consolidated and separate financial statements.
The key events that have characterized Group governance during the current financial year will further consolidate its strategic and competitive standing in its respective markets in the medium term, in keeping with the strategic guidelines and objectives set forth in the 2013 - 2016 Business Plan that Impregilo and its parent company Salini jointly approved in June, also for the purposes of the merger (the Merger) by incorporation of both companies approved by the Extraordinary Shareholders’ Meetings of both companies on 12 September 2013.
The Merger became fully effective 1 January 2014, the date from which the parent company resulting from the Merger changed its name to Salini Impregilo S.p.A. In this context, therefore, the operational and corporate structures of the two companies now merged will be involved in the progressive organisational integration that will cover a significant part of financial year 2014.
At year-end 2013, the excellent situation of the order backlog resulting from the merger of the two Groups both in terms of quantity and quality, and the balanced financial situation continue to be important factors growth such that support the new Group’s view that the expected results for periods subsequent to the current financial year will follow the trends recently disclosed to the market.
Please be noted that the Group is currently in a complex operating and judicial situation within the framework of the criminal and civil proceedings relating to the SUW Campania projects. Due to the particularly complex nature of the described proceedings involving government, regional, and provincial institutions and municipalities of the Campania Region and to the complexity of the related proceedings, it cannot be excluded that in the future currently unforeseeable events requiring the modification of the above assessments may occur.
The 2013 annual financial statements of Salini S.p.A. that have been submitted for your approval reported pre-tax profit of €415.6 million and net profit of €419.1 million, with a value of production of €769.0 million.
In thanking you for your trust, we ask you to approve the financial statements as presented herein.
RESOLUTION ON THE ALLOCATION OF THE NET PROFIT OF SALINI S.P.A.
Net profit amounts to €419,124,512.
Given the completion of the merger by incorporation of Salini S.p.A. into Salini Impregilo S.p.A. with effect from 1 January 2014 as per the deed of merger drawn up by Mr. Marchetti, notary public, of 26 November 2013, file No. 10520, folder No. 5396, which merged the Equity of the acquiree into acquirer, the following motion for resolution is submitted:
- considering the merger by incorporation of Salini S.p.A. into Salini Impregilo S.p.A., allocation of the net profit for the year amounting to €419,124,512 to “retained earnings”;
Accordingly, we submit the 2013 financial statements as set out in the statement of financial position and statement of income, as well as in the Notes for your consideration and approval and recommend the adoption of the related resolutions.
The Board of Directors