(complete version) - annual report

Transcription

Consolidated
financial
statements
2010
&directors’ report
Translation of Consolidated Financial Statements originally issued
in Spanish and prepared in accordance with the regulatory financial
reporting framework applicable to the Group (see Notes 2 and 38). In
the event of a discrepancy, the Spanish-language version prevails.
Consolidated Financial
Statements and
Directors’ Report
cuentas anuales 2009
Acciona Cuentas Anuales e Informe de Gestión Consolidados 2009
// 4
contents
CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
FOR 2010, 2009 AND 2008
07
CONSOLIDATED INCOME
STATEMENTS FOR 2010 AND 2009
08
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME FOR 2010
AND 2009
09
CONSOLIDATED STATEMENTS
OF CHANGES IN TOTAL EQUITY
FOR 2010 AND 2009
10
CONSOLIDATED STATEMENTS
OF CASH FLOWS FOR 2010 AND 2009 12
1. GROUP ACTIVITIES
14
2. BASIS OF PRESENTATION OF THE
CONSOLIDATED FINANCIAL STATEMENTS
AND BASIS OF CONSOLIDATION
15
2.1. Basis of presentation
15
2.2. Basis of consolidation
17
3. PRINCIPAL ACCOUNTING POLICIES
20
3.1. Adoption of new standards and
interpretations issued
20
3.2. Accounting policies
22
3.3. Accounting estimates and judgments 40
3.4. Changes in accounting estimates and
policies and correction of fundamental
errors
41
4. PROPERTY, PLANT AND EQUIPMENT 42
5. INVESTMENT PROPERTY
44
6. GOODWILL
46
7. OTHER INTANGIBLE ASSETS
48
8. INVESTMENTS IN ASSOCIATES
49
9. INTERESTS IN JOINT VENTURES
52
10. CURRENT AND NON-CURRENT
FINANCIAL ASSETS
52
11. BIOLOGICAL ASSETS
56
12. NON-CURRENT RECEIVABLES AND
OTHER NON-CURRENT ASSETS
56
13. INVENTORIES
58
14. TRADE AND OTHER RECEIVABLES
59
15. CASH AND CASH EQUIVALENTS
61
16. EQUITY
61
17. PROVISIONS
67
18. BANK BORROWINGS
70
19. RISK MANAGEMENT POLICY
72
20. DERIVATIVE FINANCIAL
INSTRUMENTS
75
21. PREFERENCE SHARES, DEBT
INSTRUMENTS AND OTHER HELD-FORTRADING FINANCIAL LIABILITIES
80
22. OTHER CURRENT AND
NON-CURRENT LIABILITIES
82
23. TAX MATTERS
84
24. DISCONTINUED OPERATIONS AND
NON-CURRENT ASSETS AND LIABILITIES
CLASSIFIED AS HELD FOR SALE
91
25. GUARANTEE COMMITMENTS
TO THIRD PARTIES
95
26. INCOME
96
27. EXPENSES
99
28. SEGMENT REPORTING
103
29. FINANCE INCOME AND COSTS
AND OTHER INCOME AND
EXPENSES FOR THE YEAR
108
30. PROPOSED DISTRIBUTION
OF PROFIT
109
31. ENVIRONMENTAL MATTERS
110
32. EARNINGS PER SHARE
33. EVENTS AFTER THE REPORTING
PERIOD
34. RELATED-PARTY TRANSACTIONS
35. REMUNERATION AND OTHER
BENEFITS
36. OTHER DISCLOSURES
CONCERNING THE BOARD
OF DIRECTORS
37. LATE PAYMENTS
38. EXPLANATION ADDED FOR
TRANSLATION TO ENGLISH
APPENDICES
I. GROUP COMPANIES
II. JOINTLY CONTROLLED ENTITIES
III. COMPANIES ACCOUNTED FOR
USING THE EQUITY METHOD
IV. CHANGES IN THE SCOPE OF
CONSOLIDATION
V. DETAIL OF CONSOLIDATED
RESERVES AND TRANSLATION
DIFFERENCES
DIRECTORS’ REPORT
CORPORATE GOVERNANCE
REPORT
REMuNERATION
POLICy REPORT
111
111
112
117
125
126
126
127
140
143
144
149
151
185
253
Consolidated
Balance Sheets
2010
// 7
ACCIONA, S.A. and subsidiaries
EQUITY AND LIABILITIES
CONSOLIDATED BALANCE SHEETS
FOR 2010, 2009 AND 2008
Share capital
(Thousands of euros)
ASSETS
31/12/2009
31/12/2008
4
10,168,146
9,873,661
16,538,653
Investment property
5
349,475
551,593
615,913
Goodwill
6
1,049,396
1,047,360
3,962,434
Other intangible assets
7
661,680
1,009,160
4,230,016
10
224,024
280,519
1,783,468
8
75,984
71,758
123,007
Investments accounted for using the
equity method
31/12/2009
63,550
63,550
63,550
Accumulated gains
5,887,482
5,968,653
4,854,558
Treasury shares
(263,672)
(155,333)
(159,978)
44,120
(27,511)
(353,981)
--
(67,996)
--
5,731,480
5,781,364
4,404,149
331,917
306,146
1,929,165
6,063,397
6,087,510
6,333,314
Translation differences
NOTe 31/12/2010
Property, plant and equipment
Non-current financial assets
NOTe 31/12/2010
Biological assets
11
6,800
6,747
6,689
Deferred tax assets
23
715,337
681,259
1,019,458
Non-current receivables and other
non-current assets
12
364,377
529,219
366,594
13,615,219
14,051,276
28,646,232
Biological assets
11
--
--
--
Inventories
13
1,616,401
1,799,155
2,217,375
NON-CURRENT ASSETS
Interim dividend
Equity attributable to equity instrument
holders of the Parent
Non-controlling interests
EQUITY
16
Preference shares, debt instruments
and other held-for-trading financial
liabilities
21
57,537
98,995
2,980,774
Bank borrowings
18
4,938,782
7,031,157
15,448,610
Trade and other payables
23
905,847
806,836
2,346,808
Provisions
17
526,174
483,707
1,290,183
Other non-current liabilities
22
--
1,765
155,140
18
3,215,195
1,584,301
2,384,897
2,636,351
3,082,155
4,482,569
205,160
200,179
450,223
18,129
23,012
222,052
616,295
497,318
902,870
2,368,962
2,578,282
3,978,116
10
255,904
115,381
210,351
Non-current assets classified as held for
sale and discontinued operations
CURRENT ASSETS
TOTAL ASSETS
15
24
59,109
284,489
153,574
Provisions
239,053
254,543
344,429
Current income tax liabilities
1,368,618
1,335,648
2,862,017
978,925
63,526
--
6,886,972
6,431,024
9,765,862
20,502,191
20,482,300
38,412,094
1,414,654
23,481,029
21
14
Cash and cash equivalents
556,929
8,977,624
Bank borrowings
Other current financial assets
Other current assets
610,481
7,038,821
Preference shares, debt instruments
and other held-for-trading financial
liabilities
Trade and other receivables
Current income tax assets
31/12/2008
Other current liabilities
22
Liabilities classified as held for sale and
discontinued operations
24
CURRENT LIABILITIES
TOTAL EQUITY AND LIABILITIES
708,843
28,436
--
7,399,973
5,417,166
8,597,751
20,502,191
20,482,300
38,412,094
The accompanying Notes 1 to 38 are an integral part of the consolidated balance sheet for 2010.
consolidAted balance sheets 2010
Acciona Consolidated Financial Statements and Directors’ Report 2010
Losses on changes in value of financial
instruments at fair value
CONSOLIDATED INCOME STATEMENTS
FOR 2010 AND 2009
Revenue
26
Other income
Changes in inventories of finished goods
and work in progress
2010
Profit of companies accounted for using the
equity method
2009
6,263,027
6,515,111
727,779
1,101,429
(82,011)
65,356
Procurements
27
(1,580,568)
(2,161,096)
Staff costs
27
(1.258.474)
(1,247,335)
Other operating expenses
27
(2,858,577)
(3,230,424)
5, 6 & 8
(683,223)
(579,099)
26
4,836
(47,301)
(6,232)
13,767
526,557
Depreciation and amortiZation charge and
changes in provisions
Impairment and gains or losses on disposals
of non-current assets
(4,410)
(6,076)
--
--
8
1,845
8,512
240,189
220,755
23
(55,979)
(44,766)
184,210
175,989
--
1,119,001
184,210
1.294,990
(16,991)
(26,597)
167,219
1,268,393
PROFIT BEFORE TAX FROM CONTINUING
OPERATIONS
Income tax expense
PROFIT FOR THE YEAR FROM CONTINUING
OPERATIONS
Profit after tax of discontinued operations
24
PROFIT FOR THE YEAR
16
PROFIT ATTRIBUTABLE TO THE PARENT
Other gains or losses
PROFIT FROM OPERATIONS
BASIC EARNINGS PER SHARE OF CONTINUING
OPERATIONS
32
2.73
2.41
430,408
DILUTED EARNINGS PER SHARE OF CONTINUING
OPERATIONS
32
2.73
2.41
BASIC EARNINGS PER SHARE (Euros)
32
2.73
20.44
DILUTED EARNINGS PER SHARE (Euros)
32
2.73
20.44
Finance income
29
82,650
119,537
Finance costs
29
(415,766)
(335,462)
49,313
3,836
Exchange differences
20
Gains/losses from changes in value of nonfinancial assets at fair value
NOTe
// 8
The accompanying Notes 1 to 38 are an integral part of the consolidated income statement for 2010.
// 9
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME FOR 2010
2010
2009
AmOuNT
TAx EffEcT
TOTAl
AmOuNT
TAx EffEcT
TOTAl
A) cONSOlidATEd PrOfiT fOr ThE yEAr
NOTE
--
--
184,210
A) cONSOlidATEd PrOfiT fOr ThE yEAr
--
--
1,294,990
1. PrOfiT ATTribuTAblE TO ThE PArENT
--
--
167,219
1. PrOfiT ATTribuTAblE TO ThE PArENT
--
--
1,268,393
2. NON-cONTrOlliNG iNTErESTS
--
--
16,991
2. NON-cONTrOlliNG iNTErESTS
--
--
26,597
(74,727)
22,423
(52,304)
(78,036)
23,358
(54,678)
b) iNcOmE ANd ExPENSES rEcOGNiZEd dirEcTly iN EquiTy:
1. rEvAluATiON/(rEvErSAl Of ThE rEvAluATiON) Of PrOPErTy,
PlANT ANd EquiPmENT ANd iNTANGiblE ASSETS
2. mEASurEmENT Of fiNANciAl iNSTrumENTS:
a) AvAilAblE-fOr-SAlE fiNANciAl ASSETS
10
b) OThEr iNcOmE/(ExPENSES)
3. cASh flOw hEdGES
20
4. TrANSlATiON diffErENcES
5. AcTuAriAl GAiNS ANd lOSSES ANd OThEr AdjuSTmENTS
17
6. cOmPANiES AccOuNTEd fOr uSiNG ThE EquiTy mEThOd
7. OThEr iNcOmE ANd ExPENSE rEcOGNiZEd dirEcTly iN
EquiTy
1. rEvAluATiON/(rEvErSAl Of ThE rEvAluATiON) Of PrOPErTy,
PlANT ANd EquiPmENT ANd iNTANGiblE ASSETS
--
--
--
1,136
(2,650)
(3,786)
1,136
(2,650)
--
--
--
(191,530)
57,459
(134,071)
120,404
(36,121)
84,282
3. cASh flOw hEdGES
(51)
134
--
--
EquiTy
--
-79,612
--
--
--
--
--
--
--
--
--
--
--
(109)
253
362
(109)
253
--
--
--
20
(220,594)
66,178
(154,416)
195,031
(58,509)
136,522
17
(52,835)
15,798
(37,037)
--
--
--
10
--
(34,120)
-362
185
--
b) iNcOmE ANd ExPENSES rEcOGNiZEd dirEcTly iN EquiTy:
(3,786)
113,732
c) TrANSfErS TO ThE cONSOlidATEd iNcOmE STATEmENT:
NOTE
5. AcTuAriAl GAiNS ANd lOSSES ANd OThEr AdjuSTmENTS
--
--
--
621,577
(186,473)
435,104
--
--
--
--
--
--
--
--
--
c) TrANSfErS TO ThE cONSOlidATEd iNcOmE STATEmENT:
113,732
(34,120)
79,612
2. cASh flOw hEdGES
20
353,255
(105,977)
247,278
--
--
--
24
268,322
(80,496)
187,826
--
--
--
--
--
--
EquiTy
2. cASh flOw hEdGES
EquiTy
20
--
--
--
39,005
(11,697)
211,519
a) ATTribuTAblE TO ThE PArENT
20,834
(6,246)
181,808
b) ATTribuTAblE TO NON-cONTrOlliNG iNTErESTS
18,171
(5,451)
29,711
TOTAl rEcOGNiZEd iNcOmE/(ExPENSES) (A+b+c)
The accompanying notes 1 to 38 are an integral part of the consolidated statement of comprehensive income for 2010.
TOTAl rEcOGNiZEd iNcOmE/(ExPENSES) (A+b+c)
--
--
--
543,541
(163,115)
1,675,416
(162,603)
1,647,622
(512)
27,794
a) ATTribuTAblE TO ThE PArENT
b) ATTribuTAblE TO NON-cONTrOlliNG iNTErESTS
1,709
The accompanying notes 1 to 38 are an integral part of the consolidated statement of comprehensive income for 2010
consolidated balance sheets 2010
// 10
CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY AT 31 DECEMBER 2010 (Thousands of euros)
Equity attributable to the Parent
Equity
Share
capital
Beginning balance at 01/01/10
Share premium,
reserves and
interim dividend
Treasury shares
Profit
for the year
attributable to the
Parent
4,765,862
(155,333)
1,268,393
63,550
Other
equity
instruments
--
Valuation
adjustments
Noncontrolling
interests
Total
equity
(161,108)
306,146
6,087,510
Adjustments due to changes in accounting policies
--
Adjustments due to errors
--
Adjusted beginning balance
63,550
4,765,862
(155,333)
Total recognized income/(expense)
Transactions with shareholders
1,268,393
--
167,219
--
(121,587)
(108,339)
--
--
(161,108)
306,146
14,589
29,711
6,087,510
211,519
--
(6,279)
(236,205)
Capital increases/(reductions)
--
Conversion of financial liabilities into equity
--
Dividends paid
(120,554)
Treasury share transactions (net)
(174,765)
Increases/(Decreases) due to business combinations
(5,855)
(108,339)
--
--
(424)
(424)
--
2,339
573
Other transactions with shareholders
Other changes in equity
---
1,266,627
--
(1,268,393)
--
Share-based payment
--
Transfers between equity items
1,268,393
Other changes
Ending balance at 31/12/10
(126,409)
(1,687,861)
(1,268,393)
--
(1.766)
63,550
The accompanying Notes 1 to 38 are an integral part of the consolidated statement of changes in total equity for 2010.
5,910,902
(263,672)
167,219
--
(146,519)
2,339
573
331,917
6,063,397
// 11
CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY AT 31 DECEMBER 2009 (Thousands of euros)
Equity attributable to the Parent
Equity
Beginning balance at 01/01/09
Share
capital
Share premium,
reserves and
interim dividend
Treasury shares
Profit
for the year
attributable to
the Parent
63,550
4,723,623
(159,978)
464,470
Changes in accounting policies: IFRIC 12
Other
equity
instruments
--
20,508
Valuation
adjustments
Noncontrolling
interests
Total
equity
(701,645)
1,928,998
6,319,018
(6,379)
167
14,296
1,929,165
6,333,314
Adjustments due to errors
Adjusted beginning balance
63,550
4,744,131
(159,978)
464,470
--
(708,024)
Total recognized income/(expense)
--
--
--
1,268,393
--
379,229
27,794
1,675,416
--
(428,697)
4,645
--
--
167,687
(1,683,377)
(1,939,742)
(2,594)
(256,151)
Capital increases/(reductions)
Conversion of financial liabilities into equity
Dividends paid
(253,557)
(375)
Treasury share transactions (net)
Increases/(decreases) due to business combinations
4,645
4,270
(174,765)
167,687
(1,680,783)
(1,687,861)
--
32,564
18,522
32,564
18,522
306,146
6,087,510
Other transactions with shareholders
Other changes in equity
--
450,428
--
(464,470)
--
Share-based payments
Transfers between equity items
464,470
Other changes
(14,042)
63,550
The accompanying Notes 1 to 38 are an integral part of the consolidated statement of changes in total equity for 2010
4,765,862
(464,470)
(155,333)
1,268,393
--
(161,108)
// 12
CONSOLIDATED CASH FLOW STATEMENTS FOR 2010 AND 2009 (Thousands of euros)
2010
2009
1,240,101
200,885
Profit before tax from continuing operations
240,189
220,755
Adjustments for:
911,351
485,518
CASH FLOWS FROM OPERATING ACTIVITIES
Depreciation and amortization charge
715,679
684,015
Other adjustments to profit (net)
195,672
(198,497)
Changes in working capital
Other cash flows from operating activities:
Interest paid
99,861
(147,384)
(11,300)
(358,004)
(420,104)
(361,388)
Interest received
130,356
150,416
Income tax recovered/(paid)
209,892
(289,602)
Other amounts received/(paid) relating to operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments due to investment:
Group companies, associates and business units
Property, plant and equipment, intangible assets and investment property
Proceeds from disposal:
Group companies, associates and business units
Property, plant and equipment, intangible assets and investment property
Other cash flows from investing activities:
Dividends received
Other amounts received/(paid) relating to investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds and (payments) relating to equity instruments:
Purchases
Disposals
Proceeds and (payments) relating to financial liability instruments:
Proceeds from issue
68,556
142,570
(962,742)
5,821,229
(1,156,741)
(4,371,636)
(5,431)
(31,098)
(1,151,310)
(4,340,538)
171,192
10,130,665
4,886
10,002,783
166,306
127,882
22,807
62,200
4,437
6,236
18,370
55,964
(277,644)
(7,558,862)
(113,749)
(574)
(113,749)
(574)
--
--
179,501
(7,262,552)
1,831,488
--
(1,651,987)
(7,262,552)
Dividends and returns on other equity instruments paid
(126,409)
(256,151)
Other cash flows from financing activities
(216,987)
(39,585)
(216,987)
(39,585)
Repayment
Other amounts received/(paid) relating to financing activities
EFFECT OF FOREIGN EXCHANGE RATE CHANGES
33,256
10,379
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
32,971
(1,526,369)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
1,335,648
2,862,017
CASH AND CASH EQUIVALENTS AT END OF YEAR
1,368,619
1,335,648
Cash on hand and at banks
899,244
810,732
Other financial assets
469,375
524,916
1,368,619
1,335,648
COMPONENTS OF CASH AND CASH EQUIVALENTS AT END oF YEAR
TOTAL CASH AND CASH EQUIVALENTS AT END OF YEAR
The accompanying Notes 1 to 38 are an integral part of the consolidated statement of cash flows for 2010.
Notes to the Consolidated Financial Statements for the Year Ended
31 December 2010 of acciona,
s.a. and subsidiaries
(consolidated group)
1. Group activities
ACCIONA, S.A. (“the Parent” or “the
Company”) and its subsidiaries compose
the ACCIONA Group (“ACCIONA” or “the
Group”). ACCIONA, S.A.’s registered office and
headquarters are in Alcobendas (Madrid), at
Av. Europa, 18.
The ACCIONA Group companies operate in
several industries through the following major
divisions:
ACCIONA INfrASTruCTurE: including
construction and engineering activities,
transport and hospital concessions.
ACCIONA rEAl ESTATE: real estate portfolio,
property development and parking lot
operation.
ACCIONA ENErGy: including the various
industrial and commercial activities of the
electricity business, ranging from the construction
of wind farms to the generation, distribution and
retailing of various energy sources.
ACCIONA lOGISTIC ANd TrANSPOrT
SErvICES: this division is an integral provider
of passenger and goods transportation
services (land, sea and air).
ACCIONA WATEr ANd ENvIrONMENTAl
SErvICES: carries on activities relating to urban
services and environmental protection, and
also performs all kinds of activities, work and
services, specific or related to the water cycle.
Other activities: businesses relating
to fund management and stock market
brokerage, wine production and other
investments.
In 2007 a new segment arose from the
ACCIONA Group’s ownership interest in
Endesa, since in that year it acquired joint
control of Endesa with a 25.01% ownership
interest therein (see Note 2.2-h). The Endesa
Group’s object is to carry on activities in the
electricity business in its various areas.
With respect to the ownership interest in
Endesa, on 20 February 2009 an agreement
was entered into between the ACCIONA
Group and Enel, S.p.A. whereby all the shares
held by the ACCIONA Group in Endesa, S.A.
were to be transferred to Enel, S.p.A. and,
accordingly, the Endesa segment was classified
from 1 January 2009 as a discontinued
operation. The agreement, which was subject
to the fulfilment of certain conditions
precedent, also provided for the dissolution
of the agreements reached to exercise joint
control over Endesa, S.A. and gave rise to the
exclusion of Endesa, S.A. from the scope of
consolidation of the ACCIONA Group in 2009,
once all of the conditions precedent on which
the effectiveness of the transfer depended,
were met, as indicated in Note 24.
Also, the debt relating to the acquisition of
Endesa was offset by the amounts received as
a result of this transaction.
In accordance with IFRS 3, the resulting
effects and the related gains were recognized
when the agreements became effective.
Note 28 to the accompanying Consolidated
Financial Statements, “Segment Reporting”,
includes detailed information relating to the
assets, liabilities and transactions carried out
in each of the above business divisions that
compose the ACCIONA Group.
// 14
// 15
2. Basis of presentation of financial statements
and basis of consolidation
2.1 Basis of presentation and
comparative information
The Consolidated Financial Statements for
2010 of the ACCIONA Group were prepared
by the directors of ACCIONA, S.A. at the
Board of Directors Meeting held on 24
February 2011, and present fairly the Group’s
consolidated equity and financial position
at 31 December 2010, and the results of its
operations, the changes in the consolidated
statement of comprehensive income, the
changes in the consolidated equity and the
consolidated cash flows in the year then
ended.
These Consolidated Financial Statements
were prepared in accordance with the
regulatory financial reporting framework
applicable to the Group and, in particular,
with International Financial Reporting
Standards (IFRSs) as adopted by the European
Union, in conformity with Regulation (EC)
no. 1606/2002 of the European Parliament
and of the Council. The principal mandatory
accounting policies and measurement bases
applied, the alternative treatments permitted
by the relevant legislation in this connection
and the standards and interpretations issued
but not yet in force at the date of formal
preparation of these Consolidated Financial
Statements are summarised in Note 3.
were prepared on the basis of the accounting
records kept by the Parent and by the other
Group companies. These records include
the figures relating to the joint ventures,
groupings and consortia in which the
Group companies participate, which are
proportionately consolidated through the
inclusion of the proportion of the assets,
liabilities and transactions of these entities
relating to the Group’s ownership interest
therein, after the appropriate eliminations of
asset and liability balances and inter-company
transactions in the year.
The ACCIONA Group’s Consolidated Financial
Statements for 2009 were approved by the
shareholders at the Annual General Meeting
on 10 June 2010. The Consolidated Financial
Statements for 2010 of the ACCIONA Group
and the separate financial statements for
2010 of the companies composing the
Group have not yet been approved by the
shareholders at the respective Annual General
Meetings. However, the Parent’s Board of
Directors considers that the aforementioned
financial statements will be approved without
any material changes.
On 1 January 2010, the Group adopted
IFRIC 12, Service Concession Arrangements.
This interpretation regulates the
accounting treatment of service concession
arrangements, which are arrangements
whereby a government or other public body
grants contracts for the supply of public
services, such as roads, hospitals or water
supply to private operators. The government
retains control over the assets but the private
operator is responsible for the construction,
management and maintenance of the public
infrastructure.
In accordance with the new interpretation,
instead of being recognized under “Property,
Plant and Equipment” these contracts are
recognized under “Intangible Assets”, mainly
when the operator assumes the asset’s risk
of recovery, or under “Financial Assets”, when
the grantor guarantees the asset’s recovery.
Bifurcated models combine both types of
asset. The principal measurement bases used
in each model are as follows (see Notes 3.2-d
and 3.2-g for further details):
Intangible assets: The full initial investment
in infrastructure, which will subsequently
revert to the government body and includes
compulsory purchase costs and borrowing
costs capitalized during the construction
period, is recognized as an intangible asset
and amortized on a straight-line basis over
the concession term.
Financial assets: Concessions without demand
risk, which carry unconditional asset collection
rights, are recognized as financial assets. The
account receivable, i.e. the amount of the
right of collection from the government body,
is recognized at present value and annually
adjusted to the financial asset’s effective interest
rate. The return on the asset is recognized under
“Revenue”. The account receivable is reclassified
from “Non-Current Receivables and Other NonCurrent Assets” to “Trade and Other Receivables”
based on the anticipated amounts to be
received in the following twelve months.
For the ACCIONA Group, the adoption of
this interpretation principally gave rise to a
reclassification of assets recognized under
“Property, Plant and Equipment” to “Other
Intangible Assets”, “Non-Current Receivables
and Other Non-Current Assets” and “Trade
and Other Receivables”.
Additionally, when the Group’s investments
in associates accounted for using the equity
method are reduced to zero, the additional
losses are recognized under “Non-Current
Liabilities - Provisions” in the consolidated
balance sheet, as indicated in paragraph
30 of IAS 28. In these cases, the losses
are recognized under “Net Impairment
Losses” instead of “Profit/Loss of Companies
Accounted for Using the Equity Method”,
under which they were formerly recognized.
Similarly, in the accompanying consolidated
income statements for 2010 and 2009 “Net
Impairment Losses Recognized/Reversed”,
“Gains or Losses on Disposals of Non-Current
Financial Assets” and “Other Gains or Losses”
are presented within “Profit from Operations”.
Previously, in accordance with the general
policies of the industry, these headings
did not form part of “Profit/Loss from
Operations”. This reclassification did not have
a significant impact on the subtotals of the
aforementioned income statements.
As a result of the retrospective application
of the criteria described in the two preceding
// 16
paragraphs and of IFRIC 12, and in accordance
with IAS 1, three balance sheets were presented:
one relating to the restated financial information
at the beginning of the comparative period,
one relating to year-end and one relating to
the end of the comparative period. Accordingly,
the balance sheets at 31 December 2009 and
2008, included in these Consolidated Financial
Statements, were restated as follows:
Effect of IFRIC 12
(in thousands of euros)
Property, plant and equipment
Investments accounted for using the equity
method
Deferred tax assets
Impact of the
restatement at
31/12/09
Impact of the
restatement at
31/12/08
(964,630)
(697,817)
460,779
384,407
21,015
14,427
9,307
3,348
Non-current receivables and other non-current
assets
380,748
234,332
Non-current assets
(92,781)
(61,303)
42,655
15,028
Current assets
42,655
15,028
(50,126)
(46,275)
Total assets
Accumulated gains
25,709
20,508
(2,065)
(6,379)
200
167
Equity
23,844
14,296
Deferred tax liabilities
11,485
9,441
Provisions
21,015
14,427
(106,097)
(84,439)
(73,597)
(60,571)
(373)
--
Current liabilities
(373)
--
(50,126)
(46,275)
Non-current liabilities
Total liabilities
// 17
The consolidated income statement at
31 December 2009, included in these
Consolidated Financial Statements, was
restated as follows:
Impact of the
restatement
at 31/12/09
Effect of IFRIC 12
(in thousands of euros)
Revenue
2,806
Other income
(2,738)
15,654
Impairment losses
(10,146)
Profit from operations
(1,626)
3,950
Financial loss
(8,230)
Profit of companies accounted for using the
equity method
10,219
Income tax expense
(705)
Profit attributable to the Parent
(32)
5,202
are presented in thousands of euros (unless
otherwise indicated) because the euro is the
functional currency of the principal economic
area in which the ACCIONA Group operates.
Foreign operations are accounted for in
accordance with the policies established in
Notes 2.2-g and 3.2-q.
2.2 Basis of consolidation
a. Consolidation methods
The Group’s subsidiaries, considered to
be the companies over which effective
control is exercised by virtue of ownership
of a majority of the voting rights in their
representation and decision-making
bodies, were fully consolidated (see
Appendix I). Joint ventures - entities
managed jointly with third parties on the
basis of contractual arrangements - were
proportionately consolidated (see Appendix
II). Associates, i.e. companies not classified
as subsidiaries or joint ventures over whose
management the Group is in a position
to exercise significant influence, were
accounted for using the equity method (see
Appendix III). As a general rule, associates
are deemed to be those companies in
which the Group holds more than 20%
of the share capital or of the voting
power in its governing bodies. In addition,
certain companies were considered to be
associates, even though the aforementioned
percentage was not reached, because
significant influence is deemed to exist
(basically through membership of the Board
of Directors and/or significant transactions
with the associate).
b. Eliminations on consolidation
All material balances and effects of
the transactions performed among the
subsidiaries, associates and joint ventures
were eliminated on consolidation.
The corresponding gains on transactions
with associates and jointly controlled
entities are eliminated to the extent of the
Group’s ownership interest in the share
capital thereof. Exceptionally, the profits
and losses on internal transactions with
Group companies, jointly controlled entities
or associates in connection with certain
concession-related activities were not
eliminated.
c. Uniformity
The Spanish resident companies included
in the scope of consolidation were
consolidated on the basis of their separate
financial statements prepared in accordance
with the Spanish National Chart of Accounts
and foreign companies were consolidated
in accordance with local standards. All
material adjustments required to adapt
these financial statements to International
Financial Reporting Standards and/or
make them compliant with the Group’s
accounting policies were considered in the
consolidation process.
d. Subsidiaries
“Subsidiaries” are defined as companies over
which the Parent has the capacity to exercise
effective control; control is, in general but not
exclusively, presumed to exist when the Parent
owns directly or indirectly more than half of
the voting power of the investee. In accordance
with IAS 27, control is the power to govern the
financial and operating policies of a company
so as to obtain benefits from its activities.
The financial statements of the subsidiaries
are fully consolidated with those of the Parent.
Accordingly, all material balances and effects
of the transactions between consolidated
companies are eliminated on consolidation.
On acquisition, the assets, liabilities and
contingent liabilities of a subsidiary are
measured at their fair values at the date of
acquisition on which control is obtained, as
indicated in IFRS 3, Business Combinations.
Any excess of the cost of acquisition over
the fair values of the identifiable net assets
is recognized as goodwill. If the cost of
acquisition is less than the fair value of the
identifiable net assets, the difference is credited
to profit or loss on the acquisition date.
presented under “Non-Controlling Interests” in
the consolidated income statement.
taking into account the dividends received
therefrom and other equity eliminations.
e. Joint ventures
Joint ventures are deemed to be ventures in
which the investee (jointly controlled entity)
is jointly managed by a Group company and
one or several unrelated third parties. All
parties share control over strategic decisions,
which require the unanimous consent thereof.
The value of these investments in the
consolidated balance sheet includes, where
applicable, the goodwill arising on the
acquisition thereof.
The financial statements of jointly controlled
entities are proportionately consolidated
with those of the Parent and, therefore, the
aggregation of balances and subsequent
eliminations are only made in proportion to
the Group’s ownership interest in the capital
of these entities.
In order to present results uniformly, the
Group’s share of the profit or loss before
and after tax of associates is disclosed in the
consolidated income statement.
The interest of non-controlling shareholders is
stated at their proportion of the fair values of
the assets and liabilities recognized.
The assets and liabilities relating to jointly
controlled operations and the Group’s share
of the jointly controlled assets are recognized
in the consolidated balance sheet, classified
according to their specific nature. Similarly,
the Group’s share of the income and
expenses of joint ventures is recognized in the
consolidated income statement on the basis
of the nature of the related items.
g. Translation differences
On consolidation, the assets and liabilities
of the Group’s foreign operations with a
functional currency other than the euro are
translated to euros at the exchange rates
prevailing on the consolidated balance sheet
date. Income and expense items are translated
at the average exchange rates for the year,
unless exchange rates fluctuate significantly.
Equity and reserves are translated at the
historical exchange rates. Any translation
differences arising are classified as equity.
Such translation differences are recognized as
income or as expenses in the year in which the
investment is realized or disposed of.
The share of third parties of the equity of
their investees is presented within the Group’s
equity under “Non-Controlling Interests” in
the consolidated balance sheet. Similarly,
their share of the profit or loss for the year is
f. Equity method
In the Consolidated Financial Statements,
investments in associates are accounted for
using the equity method, i.e. at the Group’s
share of net assets of the investee, after
h. Changes in the scope of consolidation
In 2010 there were no significant changes
in the scope of consolidation. Appendix
IV includes the changes in the scope of
consolidation in 2010 and 2009.
The results of subsidiaries acquired during the
year are included in the consolidated income
statement from the date of acquisition to
year-end. Similarly, the results of subsidiaries
disposed of during the year are included in
the consolidated income statement from the
beginning of the year to the date of disposal.
// 18
// 19
The main changes in the scope of
consolidation in 2009 were due to the
agreement entered into on 20 February 2009
between ACCIONA, S.A. and Enel S.p.A.,
which provided for both the transfer to Enel,
S.p.A. of the 25.01% ownership interest in
Endesa, S.A. held by the ACCIONA Group
and the integration in the ACCIONA Group
of certain assets and renewable energy
production companies owned by Endesa, S.A.
(see Notes 6 and 24).
The most significant impacts on the
consolidated balance sheet and income
statement arising from this sale are detailed
in each of the relevant Notes to the
Consolidated Financial Statements, as well as
in Note 24.
3. Principal accounting policies
3.1 Adoption of new standards,
interpretations issued
Standards and interpretations
applicable in 2010
In 2010 new accounting standards came
into force, which, accordingly, were taken
into account in the preparation of the
accompanying Consolidated Financial
Statements.
The following standards and interpretations
were applied in these Consolidated Financial
Statements but did not have a significant
impact on the figures presented or on
the presentation and disclosures of these
Consolidated Financial Statements, either
because they entailed no significant changes
or because they referred to economic events
that do not affect the ACCIONA Group.
Revision of IFRS 3, Business Combinations
(revised)
Amendment to IAS 27, Consolidated and
Separate financial Statements
Amendment to IAS 39, financial
Instruments: recognition and Measurement Eligible hedged Items
Amendment to IfrS 2, Share-based
Payment
Improvements to IfrSs (published in May
2008 and in April 2009)
IfrIC 15, Agreements for the Construction
of real Estate
IfrIC 16, hedges of a Net Investment in a
foreign Operation
IfrIC 17, distribution of Non-Cash Assets
to Owners
IfrIC 18, Transfers of Assets from Customers
The Group has also been applying the
following standards and interpretations, since
their entry into force on 1 January 2010, giving
rise to a change in its accounting policies.
IfrIC 12, Service Concession Arrangements
This interpretation regulates the
accounting treatment of service concession
arrangements, which are arrangements
whereby a government or other body grants
contracts for the supply of public services,
such as roads, hospitals or water supply to
private operators. The government retains
control over the assets but the private
operator is responsible for the construction,
management and maintenance of the public
infrastructure. IFRIC 12 establishes how
concession operators must apply the existing
IFRSs when accounting for the rights and
obligations assumed under arrangements
of this type, which, in accordance with
the interpretation, may give rise to the
recognition of financial assets, intangible
assets or both types of assets, depending
on the terms and conditions of each
arrangement. Note 2.1., Basis of presentation
of the Consolidated Financial Statements,
details the effects of the application of this
new standard for the Group.
// 20
// 21
Standards and interpretations
issued but not yet in force
At the date of preparation of these
Consolidated Financial Statements, the most
significant standards and interpretations
published by the IASB but not yet in force,
either because their effective date is subsequent
to the date of the Consolidated Financial
Statements or because they have not yet been
adopted by the European Union, are as follows:
Obligatory
application in years
beginning on or after
Standards, amendments and
interpretations
Approved for use by the EU
Amendments to IAS 32
Financial instruments: presentation - classification of
rights issues
1 February 2010
Revision of IAS 24
Related-party disclosures
1 January 2011
Amendments to IFRIC 14
Prepayments of minimum funding requirements
1 January 2011
IFRIC 19
Extinguishing financial liabilities with equity
instruments
1 July 2010
Not yet approved for use in the European Union
IFRS 9
Financial instruments: Classification and measurement
(published in November 2009 and in October 2010)
Improvements to IFRSs (published in
May 2010)
Amendments to various standards
Amendments to IFRS 7
Financial instruments: Disclosures - Transfers of
financial assets
1 July 2011
Amendments to IAS 12
Deferred taxes relating to investment property
1 January 2012
1 January 2013
Various (mainly 1 January
2011)
ifrs 9, financial instruments:
classification and measurement
In the future IfrS 9 will replace the current
part of IAS 39 relating to classification and
measurement. There are very significant
differences with respect to the current
standard relating to financial assets,
including, inter alia, the approval of a new
classification model based on only two
categories, namely instruments measured
at amortized cost and those measured
at fair value, the disappearance of the
current “held-to-Maturity Investments”
and “Available-for-Sale financial Assets”
categories, impairment analyses only for
assets measured at amortized cost and the
non-separation of embedded derivatives in
financial asset contracts. At the reporting
date, the future impact of the adoption of
this standard had not yet been analyzed.
amendments to ifrs 7, financial
instruments: disclosures - transfers of
financial assets
The disclosure requirements applicable to
transfers of assets that are not derecognized
or that qualify for derecognition but in which
the Group still has continuing involvement
are enhanced. At the reporting date, the
future impact of the adoption of this
standard had not yet been analyzed.
With the exception of that indicated in the
preceding paragraphs, the Group’s directors
do not expect any significant changes to arise
as a result of the introduction of the other
standards, amendments and interpretations
published but not yet in force, since they are
to be applied prospectively, the amendments
relate to presentation and disclosure issues
and/or the matters concerned are not
applicable to the Group’s operations.
construction or production of qualifying
assets, which are assets that necessarily take
a substantial period of time to get ready for
their intended use. The interest rate used
is that corresponding to specific-purpose
financing or, in the absence thereof, the
average financing rate of the company making
the investment.
3.2 Accounting policies
The principal accounting policies used in
preparing the Group’s Consolidated Financial
Statements, in accordance with International
Financial Reporting Standards (IFRSs) as
adopted by the European Union, were as
follows:
The acquisition cost of assets acquired
before 31 December 2003 includes any
asset revaluations permitted in the various
countries to adjust the value of the property,
plant and equipment due to the effect of
inflation until that date.
A) Property, plant and equipment
Property, plant and equipment acquired for
use in the production or supply of goods or
services or for administrative purposes are
stated in the consolidated balance sheet at
the lower of acquisition or production cost
(less any accumulated depreciation) and their
recoverable amounts.
The costs of expansion, modernization
or improvements leading to increased
productivity, capacity or efficiency or to a
lengthening of the useful lives of the assets
are capitalized. Acquisition cost includes
professional fees and borrowing costs
incurred during the construction period that
are directly attributable to the acquisition,
The balances of assets retired as a result
of modernization or for any other reason
are derecognized from the related cost and
accumulated depreciation accounts.
In-house work on non-current assets is
recognized at accumulated cost (external
costs, internal costs calculated on the basis
of in-house consumption of warehouse
materials, and manufacturing costs incurred).
Upkeep and maintenance costs are charged
to the consolidated income statement for the
year in which they are incurred.
Generally, depreciation is calculated using
the straight-line method, on the basis
of the acquisition cost of the assets less
// 22
// 23
their residual value. The land on which
the buildings and other structures stand
has an indefinite useful life and, therefore,
is not depreciated. The Group companies
depreciate their property, plant and
equipment over the years of estimated
useful life. The annual depreciation rates
applicable in 2010 were as follows:
annual depreciation rates
Buildings
wind farms
5-7%
hydroelectric power plants
1-2%
solar thermal plants
4%
3%
vessels
5-20%
remaining plant
3-30%
machinery
furniture
Investment property is stated at acquisition
cost and for all purposes the Group applies
the same policies as those used for property,
plant and equipment of the same kind.
2-10%
special plant:
Biomass plants
structures held either to earn rentals or for
capital appreciation.
5-33%
5-33%
computer hardware
13-33%
transport equipment
7-25%
other property, plant and equipment
2-33%
Each year the Group determines the fair
value of its investment property based on
appraisals undertaken by independent valuers
(see Note 5).
Investment property is depreciated on a
straight-line basis over the years of estimated
useful life of the assets, which constitute
the period over which the Group companies
expect to use them. The average depreciation
rate is as follows:
annual depreciation rate
Buildings held for rental
finance leases
Assets held under finance leases are recorded
in the corresponding asset category and are
depreciated over their expected useful lives
on the same basis as owned assets.
B) Investment property
“Investment Property” in the accompanying
consolidated balance sheet reflects the
net values (i.e. less any accumulated
depreciation) of the land, buildings and other
2-5%
C) Goodwill
Goodwill arising on consolidation represents
the excess of the cost of acquisition over
the Group’s ownership interests in the fair
value of the identifiable assets and liabilities
of a subsidiary or jointly controlled entity
at the date of acquisition or at the date on
which control is obtained.
The assets and liabilities acquired are
measured provisionally at the date on
which control is acquired, and the resulting
value is reviewed in a maximum period of
one year from the date of acquisition. until
the fair value of the assets and liabilities
has been definitively determined, the
difference between the cost of acquisition
and the carrying amount of the company
acquired is recognized provisionally as
goodwill.
Any excess of the cost of the investments
in the consolidated companies over the
corresponding underlying carrying amounts
acquired, adjusted at the date of first-time
consolidation, is allocated as follows:
If it is attributable to specific assets
and liabilities of the companies acquired,
increasing the value of the assets (or
reducing the value of the liabilities) whose
market values were higher (lower) than the
carrying amounts at which they had been
recognized in their balance sheets and whose
accounting treatment was similar to that
of the same assets (liabilities) of the Group:
amortization, accrual, etc.
If it is attributable to specific intangible
assets, recognizing it explicitly in the
consolidated balance sheet provided that the
fair value at the date of acquisition can be
measured reliably.
The remaining differences are recognized as
goodwill, which is allocated to one or more
specific cash-generating units.
Goodwill is only recognized when it has
been acquired for consideration and
represents, therefore, a payment made
by the acquirer in anticipation of future
economic benefits from assets of the
acquired company that are not capable
of being individually identified and
separately recognized.
// 24
Intangible assets with finite useful lives are
amortized over those useful lives using methods
similar to those used to depreciate property,
plant and equipment. The amortization rates,
which were determined on the basis of the
average years of estimated useful life of the
assets, were basically as follows:
Annual amortization rate
Goodwill acquired on or after 1 January
2004 is measured at acquisition cost and
that acquired earlier is recognized at the
carrying amount at 31 December 2003.
On disposal of a subsidiary or jointly
controlled entity, the attributable
amount of goodwill is included in the
determination of the gains or losses on
disposal.
Goodwill arising on the acquisition of
companies with a functional currency
other than the euro is translated to euros
at the exchange rates prevailing at the
date of the consolidated balance sheet.
D) Other intangible assets
Intangible assets are recognized initially
at acquisition or production cost and
are subsequently measured at cost less
any accumulated amortization and any
reductions required to reflect accumulated
impairment losses. Intangible assets with
indefinite useful lives are not amortized.
Development expenditure
10-20%
Administrative concessions
2-25%
Leasehold assignment rights
10-20%
Computer software
7-33%
The consolidated companies recognize any
impairment loss on the carrying amount
of these assets with a charge to “Net
Impairment Losses” in the consolidated
income statement. The criteria used to
recognize the impairment losses on these
assets and any subsequent recovery thereof
are similar to those used for property, plant
and equipment (see Note 3.2-E).
Research and development
expenditure
As a general rule, expenditure on research
activities is recognized as an expense in
the year in which it is incurred, except in
development projects in which an identifiable
asset is created and it is probable that the
asset will generate future economic benefits,
and the development cost of the asset can be
// 25
measured reliably. The Group’s development
expenditure, which relates basically to the
wind power business, is only recognized as an
asset if that is the case.
Development expenditure is amortized on a
straight-line basis over its useful life. Unless
the aforementioned conditions for recognition
as an asset are met, development expenditure
is recognized as an expense in the year in
which it is incurred.
Administrative concessions
“Administrative Concessions” includes the
concessions that have been acquired by
the Group for consideration (in the case
of concessions that can be transferred) or
for the amount of the expenses incurred
to directly obtain the concession from the
Government or from the related public
agency. Administrative concessions are
amortized on a straight-line basis over the
term of the concession.
Intangible assets relating to infrastructure
projects
Following its adoption of IFRIC 12 on 1
January 2010, which had retrospective effects,
(see Note 2.1) the ACCIONA Group included
concession business-related intangible assets,
of which the investment recovery risk is
borne by the operator, under “Administrative
Concessions”. This type of concession-related
activity was carried out through investments
mainly in transport, car park and water
supply infrastructures that are operated by
subsidiaries, jointly controlled entities or
associates (concession operators), the detail
being as follows:
The concession assets are owned by the
concession grantor in most cases;
The concession grantor (which may be a
public or private body) controls or regulates
the service offered by the concession
operator and the conditions under which it
should be provided;
The infrastructure is operated by the
concession operator as established in the
concession tender specifications for an
established concession term. At the end of this
period, the assets are returned to the concession
grantor, and the concession operator has no
right whatsoever over these assets;
The concession operator receives revenue
for the services provided either directly from
the users or through the concession grantor.
The most significant accounting methods
used by the ACCIONA Group in relation to
these concession arrangements are as follows:
Capitalization of the borrowing costs
incurred during the construction period and
non-capitalization of the borrowing costs
after the entry into service of the related
assets.
Depreciation of the concession
infrastructure on a straight-line basis over the
concession term.
Concession operators depreciate these
assets so that the carrying amount of the
investment made plus the costs considered
necessary to return the assets in working
order is zero at the end of the concession.
Computer software
The acquisition and development costs
incurred in relation to the basic computer
systems used in the Group’s management
are recognized with a charge to “Other
Intangible Assets” in the consolidated
balance sheet.
Computer system maintenance costs
are recognized with a charge to the
consolidated income statement for the year
in which they are incurred.
E) Impairment of property, plant and
equipment, intangible assets, investment
property and goodwill
At each consolidated balance sheet date, the
Group reviews the carrying amounts of its
property, plant and equipment, intangible
assets and investment property to determine
whether there is any indication that those
assets might have suffered an impairment loss.
If any such indication exists, the recoverable
amount of the asset is estimated in order
to determine the extent of the impairment
loss (if any). Where the asset itself does not
generate cash flows that are independent
from other assets, the Group estimates
the recoverable amount of the smallest
identifiable cash-generating unit to which the
asset belongs.
Additionally, goodwill and intangible assets
with indefinite useful lives are tested for
impairment on a yearly basis.
Recoverable amount is the higher of fair
value less costs to sell and value in use,
which is taken to be the present value of the
estimated future cash flows. Independent
experts are consulted in certain divisions,
particularly the Real Estate division. The
principal methods used by these experts to
determine fair value are described in Note 13.
In assessing value in use, the Group prepares
the projections of future pre-tax cash flows
internally on the basis of the budgets most
recently approved by the Parent’s directors.
These budgets include the best available
estimates of the income and costs of
the cash-generating units using industry
projections, past experience and future
expectations.
These projections cover the coming five years
and the flows for future years are estimated
by applying reasonable growth rates (generally
between 0% and 2.5%), consistent with those
obtained in prior years and in no case are
increasing rates or exceed the growth rates of
prior years. In the particular case of concession
assets or assets financed with project finance, a
comprehensive economic and financial model is
prepared and all the years of the concession or
project’s full term are tested for impairment.
These flows are discounted at a given rate after
tax in order to calculate their present value. This
rate reflects the cost of capital of the specific
business in question and the geographical
area in which it is carried on. The effective
cost of the debt, gearing ratio (maximum and
minimum ranges) and return required on own
capital (taking into account the agreed-upon
risk premiums and level of volatility) for each
business and geographical area are taken into
consideration when calculating discount rate.
Variations in 2010 minimum and maximum
discount rates are in the tables (right).
Different discount rates are generated because
ACCIONA Group operates in different regions
and carries on different businesses. In general,
higher rates relate to businesses carried on in
higher risk countries. It is assumed there will
be no changes which would be reasonably
possible, in the main hypotheses used to test
for impairment, that would give rise to any
unrecognized impairment losses.
// 26
Minimum discount rate
WATER &
Environmental
Real estate
services
Energy
Logistic
services
Spain
7.1%
5.7%
6.0%
5.0%
6.4%
Poland
8.3%
6.7%
7.2%
5.9%
7.3%
Infrastructure
Italy
7.2%
5.7%
6.1%
4.9%
6.5%
Mexico
8.1%
6.4%
6.9%
5.5%
7.2%
Chile
8.2%
6.7%
7.2%
6.0%
7.2%
Brazil
8.0%
6.3%
6.8%
5.2%
7.2%
USA
6.4%
5.0%
5.3%
4.2%
5.9%
Canada
6.8%
5.4%
5.7%
4.7%
6.2%
India
8.3%
6.5%
7.0%
5.3%
7.4%
Australia
7.0%
5.6%
5.9%
4.9%
6.3%
Maximum discount rate
Energy
Logistic
services Infrastructure
WATER &
Environmental
Real estate
services
Spain
7.6%
7.2%
8.1%
6.1%
7.5%
Poland
8.6%
7.9%
8.7%
6.6%
8.0%
Italy
7.7%
7.4%
8.3%
6.1%
7.6%
Mexico
8.6%
8.1%
9.1%
6.6%
8.3%
Chile
8.4%
7.7%
8.5%
6.6%
7.8%
Brazil
8.7%
8.3%
9.5%
6.6%
8.5%
USA
7.0%
6.9%
7.9%
5.7%
7.2%
Canada
7.3%
7.0%
7.9%
5.9%
7.3%
India
8.9%
8.5%
9.8%
6.7%
8.8%
Australia
7.4%
7.1%
7.9%
6.0%
7.3%
// 27
If the recoverable amount of an asset (or
cash-generating unit) is estimated to be
less than its carrying amount, the carrying
amount of the asset (cash-generating unit)
is reduced to its recoverable amount. An
impairment loss is recognized as an expense
immediately, unless the relevant asset is
carried at a revalued amount, in which
case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently
reverses, the carrying amount of the asset
(or cash-generating unit) is increased to the
revised estimate of its recoverable amount,
but so that the increased carrying amount
does not exceed the carrying amount
that would have been determined had no
impairment loss been recognized for the
asset (cash-generating unit) in prior years. A
reversal of an impairment loss is recognized as
income immediately, unless the relevant asset
is carried at a revalued amount, in which case
the reversal of the impairment loss is treated
as a revaluation increase.
At the end of each reporting period, goodwill
is reviewed for impairment (i.e. a reduction in
its recoverable amount to below its carrying
amount) and any impairment is written down
with a charge to “Net Impairment Losses”
in the consolidated income statement. An
impairment loss recognized for goodwill must
not be reversed in a subsequent period.
F) Leases
Leases are classified as finance leases whenever
the terms of the lease transfer substantially all
the risks and rewards of ownership of the leased
asset to the lessee. All other leases are classified
as operating leases.
Finance leases
When the consolidated companies act as
the lessee, they present the cost of the
leased assets in the consolidated balance
sheet, based on the nature of the leased
asset, and, simultaneously, recognize a
liability for the same amount (which will
be the lower of the fair value of the leased
asset and the aggregate present values of
the amounts payable to the lessor plus,
where applicable, the price of exercising the
purchase option).
These assets are depreciated using the same
criteria as those applied to similar items
of property, plant and equipment that are
owned.
The finance charges arising under finance
lease agreements are charged to the
consolidated income statement so as to
produce a constant periodic finance cost over
the term of the agreements.
When the Compañía Trasmediterránea
subgroup acquires vessels under finance lease
agreements, it is obliged to place deposits
with a pre-established payment schedule and
preset interest to cover future finance lease
payments, from the moment construction of
the vessels begins.
The finance costs arising from the financing
obtained to arrange these deposits were
capitalized as an addition to property, plant
and equipment amounting to EUR 1 million
at 31 December 2010 (31 December 2009:
EUR 3 million).
Operating leases
In operating leases, the ownership of the
leased asset and substantially all the risks and
rewards relating to the leased assets remain
with the lessor, which recognizes the assets at
their acquisition cost.
These assets are depreciated using a
policy consistent with the lessor’s normal
depreciation policy for similar items and lease
income is recognized in the consolidated
income statement on a straight-line basis.
When the consolidated companies act as the
lessee, lease costs, including any incentives
granted by the lessor, are recognized as an
expense on a straight-line basis.
Amounts received and receivable as incentives
for the arrangement of operating leases are
also allocated on a straight-line basis over the
term of the lease.
G) Non-current receivables and other noncurrent assets
“Other Non-Current Assets” includes trade
receivables maturing at long term, mainly
from public authorities and relating to trade
receivable retentions arising principally in the
Infrastructure division.
Following its adoption of IFRIC 12 on 1
January 2010, which had retrospective
effects, (see Note 2.1) the ACCIONA Group
recognizes under “Other Non-Current Assets”
concession business assets whose recovery
is guaranteed in the concession contract by
the grantor through the payment of a fixed
or determinable amount and, accordingly, no
demand risk is entailed for the operator.
This type of concession-related activity
was carried on through investments mainly
in transport, water supply and hospital
infrastructures that are operated by
subsidiaries, jointly controlled entities or
associates (concession operators), the detail
being as follows:
The concession assets are owned by the
concession grantor in most cases;
The concession grantor (which may be a
public or private body) controls or regulates
the service offered by the concession operator
and the conditions under which it should be
provided;
The infrastructure is operated by the
concession operator as established in the
concession tender specifications for an
established concession term. At the end of
this period, the assets are returned to the
concession grantor, and the concession
operator has no right whatsoever over
these assets;
The concession operator receives revenue
for the services provided either directly from
the users or through the concession grantor.
The most significant accounting methods
used by the ACCIONA Group in relation
to these concession arrangements are as
follows:
The account receivable is recognized for the
present value of the amount receivable from
the government body;
Borrowing costs are not capitalized, either
during the construction phase or after the
concession has started to operate;
Even during the construction phase the
Group recognizes interest income earned
on the financial asset, based on its effective
interest rate. These earnings are recognized
under “Revenue”;
There is no depreciation or amortization
charge for the financial asset;
Annual billings are divided into those
relating to financial asset receivables
recognized in the balance sheet (accordingly,
they are not recognized as sales) and those
relating to services rendered, which are
recognized under “Revenue”.
H) Financial instrument disclosures
As a result of the adoption in 2007 of IFRS 7
and of the amendments to IAS 1 and IFRS 7,
the qualitative and quantitative disclosures
of financial instruments and risk and capital
management were extended and are detailed
in the following notes:
Financial asset and liability categories,
including derivative financial instruments
and accounting policies are detailed in Note
3.2-I;
Classification of the fair value
measurements of financial assets and for
derivative financial instruments consistent
with the hierarchy of fair value established in
IFRS 7, detailed in Note 3.2-I;
(Qualitative and quantitative) capital
disclosure requirements are detailed in Note
16-h);
Accounting and risk management policies
are detailed in Note 19;
Derivative financial instruments and hedge
accounting are detailed in Note 20;
Transfers from equity to profit for the year
of settlements of hedging derivative financial
instrument transactions are detailed in Note 29.
// 28
// 29
I) Financial instruments
Non-current and current
financial assets excluding hedging
derivatives
The financial assets held by the Group
companies are classified as:
Loans and receivables: financial assets
originated by the companies in exchange
for supplying cash, goods or services directly
to a debtor. These items are measured at
amortized cost, which is basically the initial
market value, minus principal repayments,
plus the accrued interest receivable calculated
using the effective interest method.
Held-to-maturity investments: assets
with fixed or determinable payments and
fixed maturity. The Group has the positive
intention and ability to hold them from the
date of purchase to the date of maturity. This
category includes mainly short-term deposits,
which are measured at amortized cost, as
indicated above.
Held-for-trading financial assets: assets
acquired by the Group companies with the
intention of generating a profit from shortterm fluctuations in their prices or from
differences between their purchase and sale
prices. This heading also includes financial
derivatives not considered to qualify for hedge
accounting, as well as other assets which
upon initial recognition are designated, as
permitted under IFRSs, as financial assets
at fair value through profit or loss. They
are measured at fair value at the date of
subsequent measurement where this can be
determined reliably. In these cases, the gains
and losses arising from changes in fair value
are recognized in the income statement for
the year. At 31 December 2010 and 2009, the
ACCIONA Group did not have financial assets
of this type.
Deposits and guarantees: in the specific
case of the acquisition of vessels under
finance lease agreements, as indicated in
Note 3.2-F, the Compañía Trasmediterránea
subgroup is obliged to give deposits with
a pre-established payment schedule and
preset interest to cover future finance lease
payments. These deposits are recognized
under “Non-Current Financial Assets” and
“Other Current Financial Assets” in the
accompanying consolidated balance sheet,
based on the dates on which the related
lease payments payable fall due. Both
headings include the amounts effectively
delivered and interest until year-end
calculated on a time proportion basis and
are taken to profit or loss over the term of
the lease, also on a time proportion basis.
The interest earned on these deposits was
netted off from the interest expenses on
finance lease agreements under “Finance
Costs” in the accompanying consolidated
income statement for 2010 (EUR 564
thousand and EUR 841 thousand in 2010
and 2009, respectively).
Available-for-sale financial assets: these
relate to securities acquired that are
not classified in the other categories,
substantially all of which relate to
investments in the capital of companies.
They are measured:
> At acquisition cost, adjusted for any
impairment losses disclosed, in the case of
investments in unlisted companies, since
it is not always possible to determine the
fair value reliably.
> At fair value when it is possible to
determine it reliably, based on either the
market price or, in the absence thereof,
using the price established in recent
transactions or the discounted present
value of the future cash flows. The gains
and losses from changes in fair value are
recognized directly in equity until the asset
is disposed of, at which time the cumulative
gains or losses previously recognized in
equity are recognized in the consolidated
income statement for the year. If fair value
is lower than acquisition cost and there
is objective evidence that the asset has
suffered an impairment loss that cannot
be considered reversible, the difference
is recognized directly in the consolidated
income statement.
At 31 December 2010, available-for-sale
financial assets were measured against
listed (and unadjusted) market prices
and placed on level one of the fair value
measurement hierarchy established in
IFRS 7.
In 2010 and 2009 no financial assets among
the categories defined in the preceding
paragraphs were reclassified.
Purchases and sales of financial assets are
recognized using the trade date method.
Transfers of financial assets
The ACCIONA Group derecognizes financial
assets when they expire or when the rights
on the cash flows from the related assets
and substantially all the risks and rewards
of ownership have been transferred, such
as firm sales of assets, assignments of
commercial credits in factoring transactions
in which the Company does not retain any
credit or interest risk, sales of financial assets
with a buy-back agreement at fair value or
securitizations of financial assets in which the
transferor does not retain any subordinate
financing or award any type of guarantee or
assume any other type of risk.
Bank borrowings other than
derivatives
Interest-bearing bank loans and overdrafts
are recognized at the proceeds received,
net of direct issue costs. Borrowing costs,
including premiums payable on settlement
or redemption and direct issue costs, are
recognized in the consolidated income
statement on an accrual basis using the
effective interest method and are added to
the carrying amount of the instrument to the
extent that they are not settled in the period
in which they arise. In subsequent periods,
these obligations are measured at amortized
cost using the effective interest method.
In specific cases where liabilities are the
underlying of a fair value hedge, they are
measured, exceptionally, at fair value for the
portion of the hedged risk.
Derivative financial instruments
and hedge accounting
The Group’s activities expose it mainly to the
financial risks of changes in foreign exchange
rates and interest rates and in certain fuel
stocks and fuel supplies. The Group uses
foreign exchange forward contracts and
interest rate swap contracts to hedge these
exposures. Electricity and fuel price and
supply hedging transactions are also arranged.
The Group does not use derivative financial
instruments for speculative purposes.
The use of financial derivatives is governed by
the Group’s policies approved by the Board of
Directors.
Accounting policies
Derivatives are recognized at fair value
(see measurement procedures below) at
the consolidated balance sheet date under
“Current Financial Assets” or “Non-Current
Financial Assets” if positive and under
“Current Bank Borrowings” and “Non-Current
Bank Borrowings” if negative. Changes in the
fair value of derivative financial instruments
are recognized in the consolidated income
statement as they arise. If the derivative has
been designated as a hedge which is highly
effective, it is recognized as follows:
Fair value hedges: these hedges are
arranged to fully or partially reduce the risk
of fluctuations in the value of assets and
liabilities (underlyings) recognized in the
consolidated balance sheet. The portion of the
underlying for which the risk is being hedged
is measured at fair value, as is the related
hedging instrument, and changes in the fair
values of both items are recognized under
the same heading in the consolidated income
statement. At 31 December 2010, the Group
had not arranged any fair value hedges.
Cash flow hedges: these hedges are arranged
to reduce the risk of potential changes in
the cash flows associated with the interest
payments on non-current floating-rate
financial liabilities, exchange rates and fuel
stock and fuel hedges. Changes in the fair
value of derivatives are recognized, with
respect to the effective portion of the hedge,
under “Equity - Reserves - Changes in Value
of Derivatives”. The cumulative gain or loss
recognized in this heading is transferred
to the consolidated income statement to
the extent of the impact of the underlying
(resulting from the risk hedged) on the
consolidated income statement; thus this
effect is netted off under the same heading in
// 30
// 31
the consolidated income statement. Gains or
losses on the ineffective portion of the hedges
are recognized directly in the consolidated
income statement.
Hedges of a net investment in a foreign
operation: changes in fair value are
recognized, in respect of the effective portion
of these hedges, net of the related tax effect,
as “Translation Differences” in equity, and
are transferred to the consolidated income
statement when the hedged investment is
disposed of. At 31 December 2010 the Group
did not have any hedges relating to net
investments in a foreign operation.
Group policy on hedging
At the inception of the transaction, the
Group designates and formally documents
the hedging relationship and its objective
and strategy for arranging the hedge. Hedges
are only recognized when the hedging
relationship is expected, prospectively, to
be highly effective from inception and in
subsequent years it will be effective to offset
the changes in the fair value or cash flows
of the hedged item during the life of the
hedge and, retrospectively, that the actual
effectiveness of the hedge, which can be
reliably calculated, is within a range of 80125% of the gain or loss on the hedged item.
The Group does not hedge forecast
transactions, but rather only firm financing
commitments. If the cash flows of forecast
transactions were hedged, the Group would
assess whether such transactions were highly
probable and whether they were exposed to
changes in cash flows that might ultimately
affect profit for the year.
If the cash flow hedge of a firm commitment
or forecast transaction results in the
recognition of a non-financial asset or a
non-financial liability, then, at the time the
asset or liability is recognized, the associated
gains or losses on the derivative that had
previously been recognized in equity are
included in the initial measurement of the
asset or liability. Conversely, in the case of
hedges that do not result in recognition of an
asset or a liability, amounts deferred in equity
are recognized in the income statement in
the same period as that in which the hedged
item affects net profit or loss.
Compound financial instruments with
multiple embedded derivatives
The ACCIONA Group has not issued compound
financial instruments with embedded derivatives.
Accounting procedures
At 31 December 2010, the changes in fair value
in the various derivative financial instruments
are at level two of the fair value measurement
hierarchy established in IFRS 7, as they reflect
observable inputs but not quoted prices. The
fair value calculations for each type of financial
instrument are as follows:
Interest rate swaps are valued by discounting
future settlements between fixed and floating
interest rates to their present value, in line
with implicit market rates, obtained from
long-term interest rate swap curves. Implicit
volatility is used to calculate the fair values of
caps and floors using option valuation models.
Foreign currency hedging and option
contracts are valued using the spot exchange
rate, the forward interest rate curves of the
related currencies and, in the case of options,
implicit volatility until maturity.
Commodities contracts (for fuel) are valued
in a similar way, in this case, taking into
account the futures prices of the underlying
and the implicit volatility of the options.
The Group measures derivatives not traded
on an organized market by discounting the
expected cash flows and using generally
accepted option valuation models based on
spot and futures market conditions at the end
of each year. However, on 31 December 2010
and 2009, the Group did not have derivatives
traded on an organized market.
Trade payables
Trade payables are not interest bearing and are
stated at their nominal value, which does not
vary substantially from their fair value.
Current/Non-current
classification
In the accompanying consolidated balance
sheet, assets and liabilities maturing within
no more than twelve months are classified
as current items and those maturing within
more than twelve months are classified as
non-current items. The companies in the
Real Estate division classify their liabilities
based on their production cycle, which
usually encompasses a longer period than the
aforementioned twelve months. The current
assets and liabilities allocated to this division
with an estimated maturity of more than
twelve months are as follows:
Thousands of euros
Inventories
Trade receivables
2010
2009
768,634
773,850
--
--
Total current assets
768,634
773,850
Bank borrowings
186,911
246,924
Other current
liabilities
7,872
28,516
Total current
liabilities
194,783
275,440
Loans maturing within twelve months but
whose long-term refinancing is ensured at
the Parent’s discretion, through available
long-term credit facilities, are classified as
non-current liabilities.
Non-current assets financed with
project finance
Through subsidiaries or associates, the
ACCIONA Group has invested mainly
in transport, energy, water supply and
hospital infrastructures that are operated
by subsidiaries, jointly controlled entities or
associates and are financed under project
finance arrangements.
These financing structures are applied
to projects capable in their own right of
providing sufficient guarantees to the
participating banks with regard to the
repayment of the funds borrowed to finance
them. Each project is usually performed
through specific companies in which the
project’s assets are financed, on the one
hand, through a contribution of funds by
the developers, which is limited to a given
amount, and on the other, generally of a
larger amount, through borrowed funds in the
form of long-term debt. The debt servicing
of these credit facilities or loans is supported
mainly by the cash flows to be generated
by the project in the future and by security
interests in the project’s assets.
These assets are valued at the costs directly
allocable to construction until they come
into service (studies and designs, compulsory
purchases, reinstatement of services,
project execution, project management
and administration expenses, installations
and facilities and similar items) and the
portion relating to other indirectly allocable
costs, to the extent that they relate to the
construction period. Also included under this
heading are the borrowing costs incurred
prior to the entry into operation of the assets
arising from the borrowings arranged to
finance them. Capitalized borrowing costs
arise from specific borrowings expressly used
for the acquisition of an asset.
J) Inventories
The Group companies measure their
inventories as follows:
In the construction business, procurements,
consisting basically of construction
materials located at the sites of the various
construction projects in progress, are
measured at acquisition cost. Semi-finished
goods or work in progress to be included in
the value of the construction projects are
recognized at production cost.
Land and buildable plots of land are
measured at the lower of acquisition cost,
plus site development costs, if any, purchase
transaction costs and finance costs incurred
from the date of commencement of the
development of the site for its desired use
until construction begins, and estimated
market value. If the building work is halted
due to its rescheduling or other reasons, the
finance costs cease to be capitalized.
The costs incurred in property developments
(or in parts of a development) unfinished at
year-end are treated as inventories. These
costs include buildable plot, site development
and construction costs, capitalized finance
// 32
// 33
costs incurred in the construction period,
and other allocable direct and indirect costs.
Commercial costs are charged to the income
statement in the year in which they are
incurred.
The finance costs capitalized in 2010 and
2009 amounted to EUR 2 million and EUR 4
million, respectively (see Note 29).
Other inventories are recognized generally
at the lower of weighted average cost and
net realizable value. Merchandize can, on
a residual basis, be valued using the FIFO
method.
The Group companies assess the net
realizable value of the inventories at the end
of each period and recognize the appropriate
loss if the inventories are overstated. When
the circumstances that previously caused
inventories to be written down no longer exist
or when there is clear evidence of an increase
in net realizable value because of changed
economic circumstances, the amount of the
write-down is reversed.
K) Treasury shares
At 31 December 2010, ACCIONA, S.A.
and its subsidiaries Tibest Cuatro, S.A. and
Finanzas Dos, S.A. held 3,287,669 treasury
shares representing 5.1734% of the share
capital at that date. The acquisition cost of
these shares amounted to EUR 263.672m.
The acquisition cost of the treasury shares,
as well as the gains or losses on transactions
involving them, are recognized directly in
equity (see Note 16).
At 31 December 2009, ACCIONA, S.A. and its
subsidiary Tibest Cuatro, S.A. held 1,487,612
treasury shares representing 2.3409% of the
share capital at that date. The acquisition cost
of these shares amounted to EUR 155.333m.
At 31 December 2008, ACCIONA, S.A. and its
subsidiary Tibest Cuatro, S.A. held 1,529,881
treasury shares representing 2.4074% of the
share capital at that date. The acquisition cost
of these shares amounted to EUR 159.978m.
L) Termination benefits
Under current legislation, Spanish
consolidated companies and certain foreign
companies are required to pay termination
benefits to employees terminated without
just cause. ACCIONA Group companies do
not have any redundancy plans that would
make it necessary to record a provision in
this respect.
M) Provisions
The Group’s Consolidated Financial
Statements include all the provisions
covering present obligations at the
consolidated balance sheet date arising from
past events which could give rise to a loss
for the companies that is certain as to its
nature but uncertain as to its amount and/or
timing. They include all the provisions with
respect to which it is considered that it is
more likely than not that the obligation will
have to be settled.
Provisions that are quantified on the basis
of the best information available on the
consequences of the event giving rise to
them and are reviewed and adjusted at the
end of each year are used to cater for the
specific obligations for which they were
originally recognized. Provisions are fully
or partially reversed when such obligations
cease to exist or are reduced.
Litigation and/or claims in process
At the end of 2010 and 2009, certain
lawsuits and claims were in process against
the consolidated companies, arising from
the ordinary course of their operations. The
Group’s directors, taking into account the
opinion of its legal advisers, consider that
the outcome of litigation and claims will not
have a material effect on the Consolidated
Financial Statements for the years in which
they are settled. Accordingly, they did not
deem it necessary to record an additional
provision in this connection.
Operating allowances
These allowances include costs not yet
materialized. The allowance for the cost
of completion of construction projects is
intended to meet the expenses arising from
the date on which project units are completed
to the date of delivery to the customer.
retirement benefit obligations by arranging
a single-premium insurance policy. The cost
recognized at 31 December 2010 and 2009,
relating to the amounts payable to the
insurance company for the benefit obligations
accrued in those years, amounted to EUR
460,000 and EUR 431,000, respectively,
and these amounts were recognized under
“Wages and Salaries” in the accompanying
consolidated income statements.
Provisions for pensions and similar
obligations
Except for the two groups discussed later in
this section, the ACCIONA Group companies
do not have any pension plans to supplement
social security pensions. The appropriate
provisions are recognized for terminations of
permanent site personnel..
“Non-Current Liabilities - Provisions Provision for Third-Party Liability” in the
accompanying consolidated balance
sheets at 31 December 2010 and 2009
includes the liabilities relating to Compañía
Trasmediterránea’s loyalty bonus obligations,
amounting to EUR 746,000 and EUR 744,000,
respectively.
The collective labor agreements of certain
Compañía Trasmediterránea subgroup
companies establish benefits of specific
amounts to employees who reach retirement
age, subject to compliance with the
conditions stipulated in these agreements.
Some of these collective labor agreements
also establish a loyalty bonus based on
the employee’s length of service at the
companies.
As a result of the acquisition of assets
and/or companies from the Endesa Group
in 2009 (see Note 24), certain companies
in the ACCIONA Group entered into or are
subrogated to collective labor agreements
that establish benefits of specific amounts
for employees subject to such agreements
who reach retirement age, provided that the
conditions established in the agreements
are met. Some of these collective labor
agreements also establish a loyalty bonus
based on the employee’s length of service
at the companies. The impact of these
obligations was scantly material.
On 15 December 2002, pursuant to Royal
Decree 1588/1999, of 15 October, Compañía
Trasmediterránea externalized its employee
These companies also have various pension
obligations to their employees, which vary
depending on the Endesa Group company
from which they came. These obligations,
which combine defined benefits and defined
contributions, are basically formalized in
pension plans or insurance policies, except
as regards certain benefits in kind, mainly
electricity supply obligations, which, due
to their nature, have not been externalized
and are covered by the related in-house
provisions.
For the defined benefit plans, the companies
recognize the expenditure relating to these
obligations on an accrual basis over the
working life of the employees by performing
at the consolidated balance sheet date the
appropriate actuarial studies calculated
using the projected unit credit method.
The past service costs relating to changes
in benefits are recognized immediately in
the consolidated income statement as the
benefits vest.
The defined benefit plan obligations represent
the present value of the accrued benefits
after deducting the fair value of the qualifying
plan assets. The actuarial losses and gains
arising in the measurement of both the plan
liabilities and the plan assets are recognized
directly in equity under “Reserves - Change
due to Actuarial Losses and Gains on Pension
Schemes”.
// 34
// 35
For each of the plans, any positive difference
between the actuarial liability for past
services and the plan assets is recognized
under “Provisions” on the liability side of the
consolidated balance sheet and any negative
difference is recognized under “Trade and
Other Receivables” on the asset side of the
consolidated balance sheet, provided that
such negative difference is recoverable by the
Group, usually through a reduction in future
contributions.
Contributions to defined contribution
plans are recognized as an expense in the
consolidated income statement for the year,
in line with the rendering of services by the
employees.
The Group recognizes termination benefits
when there is an individual or collective
agreement with the employees or a genuine
expectation that such an agreement will
be reached that will enable the employees,
unilaterally or by mutual agreement with
the Group company, to cease working for
the Group in exchange for a termination
benefit. If a mutual agreement is required,
a provision is only recorded in situations in
which the Group has decided to consent to
the termination of the employees when this
has been requested by them. In all cases in
which these provisions are recognized the
employees have an expectation that these
early retirements will take place.
The Group recognizes the full amount of the
expenditure relating to these plans when
the obligation arises by performing the
appropriate actuarial studies to calculate
the present actuarial obligation at year-end.
The actuarial gains and losses disclosed
each year are recognized in the consolidated
income statement for that year.
The impact of these plans on the
consolidated income statement is not
material (see Note 17).
N) Grants
Government grants to cover staff retraining
costs are recognized as income once all the
conditions attaching to them have been
fulfilled over the periods necessary to match
them with the related costs.
Government grants related to property,
plant and equipment and intangible assets
are treated as deferred income, are classified
under “Other Non-Current Liabilities” and
are taken to income over the expected
useful lives of the assets concerned under
“Other Income”.
O) Revenue recognition
Revenue is measured at the fair value of the
consideration received or receivable and
represents the amounts receivable for the
goods and services provided in the normal
course of business, net of discounts, VAT and
other sales-related taxes. Sales of goods are
recognized when substantially all the risks
and rewards have been transferred.
The detail of certain special features of the
business activities carried on by the Group is
as follows:
Construction business
The Group companies recognize contract
revenue and expenses by reference to the
stage of completion of the contract activity
at the consolidated balance sheet date,
determined on the basis of an examination
of the work performed. Under this method,
contract revenue is recognized in the
consolidated income statement in the
accounting periods in which the contract
work is performed, and contract costs are
recognized as an expense in the accounting
periods in which the work for which they are
incurred is performed, provided that:
Total contract revenue and the costs to
complete the contract can be measured
reliably; where appropriate, estimated
contract revenue and contract costs are
reviewed and revised as the contract
progresses;
It is probable that the economic benefits
associated with the contract will be obtained;
The costs attributable to the contract can be
clearly identified and measured reliably.
In exceptional cases, where the outcome of
a construction contract cannot be estimated
reliably, contract costs are recognized as
expenses in the period in which they are
incurred and contract revenue is recognized
only to the extent of the probable
recoverability of contract costs incurred.
Revenue and expense recognition
In practice, revenue relates to the work
completed in the year (as determined in the
aforementioned examination), measured at
the contract prices, provided that the work in
question is included in the subject matter of the
main contract entered into with the customer.
Since contracts can be subject to
amendments during the performance of the
construction project - due to instructions
from the customer to change the scope of the
work to be performed - contract amendments
are only recognized as revenue when
negotiations have reached an advanced stage
and, therefore, it is sufficiently certain that the
customer will approve the amendment.
Late-payment interest resulting from a delay
in the payment of progress billings by the
customer is only recognized when it can
be measured reliably and its collection is
reasonably assured.
If, due either to a delay in collection or to
the insolvency of the customer, uncertainty
arises as to the collectibility of an item
already recognized as contract revenue, the
related provision for uncollectible amounts
is recorded on the basis of the estimated
customer risk.
Construction contract costs are recognized
on an accrual basis, i.e. they are recognized
as an expense in the year in which the work
to which they relate is performed. Costs that
relate to future activity on the contract, such
as insurance premiums, site installations,
fencing and enclosures, are initially
recognized as assets and are periodically
charged to income on the basis of the stage
of completion of the contract.
As regards the depreciation of plant and
equipment used in construction contracts,
the assets whose estimated useful
life coincides with the duration of the
construction work are depreciated over the
term of the contract so that they are fully
depreciated upon completion thereof.
Machinery whose useful life exceeds the term
of the contract is depreciated systematically
on the basis of the technical criteria
stipulated in the various contracts in which
it is used.
Machinery removal and site installation
dismantling costs, upkeep costs within
the guarantee period and the costs, if any,
arising in the period from the completion of
the construction work to the date of final
settlement are accrued over the life of the
construction project, since they relate both
to the completed contract units and to future
activity on the contract.
When it is considered probable that
estimated contract costs will exceed contract
revenue, a provision for the expected loss
is recognized with a charge to the income
statement for the year in which the loss
becomes known, irrespective of whether the
construction units under the contract have
been completed.
Real estate business
The Group companies recognize property
sale revenue and expenses on the date the
property is delivered, since this is considered
to be the time when the risks and rewards
incidental to ownership are transferred to
the buyers.
Accordingly, at the date of delivery of the
property the Group companies recognize
the provisions, if any, required to cover the
contractually stipulated costs not yet incurred
in relation to the asset delivered. These
provisions arise from a present obligation of
the Group company, the amount of which can
be estimated reliably and whose settlement
will probably give rise to an outflow of
resources for the Group company.
// 36
// 37
Rental revenue is recognized on an accrual
basis, and incentive-related income and the
initial costs of the lease agreements are
allocated on a straight-line basis over the
term of the agreement.
Borrowing costs directly attributable to
the acquisition or construction of property
developments or investment property - assets
that necessarily require a substantial period of
time to be prepared for their intended use or
sale - are added to the cost of those assets until
such time as the assets are substantially ready for
use or sale, provided that the fair value exceeds
the accumulated cost of the asset. Investment
income earned on the temporary investment of
specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing
costs eligible for capitalization.
Services business
Revenue associated with the rendering of services
is also recognized by reference to the stage of
completion of the transaction at the consolidated
balance sheet date, provided the outcome of the
transaction can be estimated reliably.
The Group companies recognize as the
profit or loss on their services each year
the difference between production (value
at the sale price of the services provided
during the period, as stipulated in the main
contract entered into with the customer or in
approved amendments or addenda thereto,
or of the services not yet approved whose
recovery is reasonably certain) and the costs
incurred during the year, since the revenue
and expenses from projects in the services
industry can undergo major changes during
the period of performance, which are difficult
to predict and quantify objectively.
Price reviews stipulated in the initial contract
entered into with the customer are recognized
as revenue on accrual, irrespective of whether
they have been approved by the customer on
an annual basis.
Energy business
One of the businesses of the ACCIONA Group
is the turnkey construction of wind farms and
other energy production facilities. The total
costs incurred in these projects are recognized
as operating expenses and the related sales
are recognized in accordance with the stage of
completion of the project, calculated on the basis
of the price and terms and conditions of the
sale agreement at the cost incurred and at the
estimated cost, based on the detailed budgets of
each contract applied since the inception thereof.
Losses on contracts are recognized in full in the
consolidated income statement for the year as
soon as they become known.
P) Income tax, deferred tax assets and
liabilities
The current income tax expense is calculated
by aggregating the current tax arising from
the application of the tax rate to the adjusted
accounting profit for the year, after deducting
the tax credits allowable for tax purposes,
plus the change in deferred tax assets and
liabilities.
Deferred tax assets and liabilities are the
taxes expected to be payable or recoverable
on differences between the carrying amounts
of assets and liabilities in the Consolidated
Financial Statements and their tax bases.
They are measured at the tax rates that are
expected to apply in the period when the
asset is realized or the liability is settled.
Income tax and changes in deferred tax
assets and liabilities not arising from
business combinations are recognized in the
consolidated income statement or in equity
accounts in the consolidated balance sheet
depending on where the profits or losses
giving rise to them have been recognized.
Changes arising from business combinations
that are not recognized on the acquisition of
the controlling interest because their recovery is
not assured are recognized by reducing, where
appropriate, the carrying amount of goodwill
recognized when the business combination
was accounted for or, if no such goodwill exists,
using the aforementioned method.
Deferred tax assets relating to temporary
differences, tax loss and tax credit
carryforwards are only recognized if it is
considered probable that the consolidated
companies will have sufficient future taxable
profits against which they can be utilized.
year-end exchange rates. The translation
differences are recognized as finance costs or
finance income in the consolidated income
statement.
The deferred tax assets and liabilities
recognized are reassessed at each
consolidated balance sheet date in order
to ascertain whether they still exist, and
appropriate adjustments are made on
the basis of the findings of the analyses
performed.
R) Environmental activities
In general, environmental activities are
considered to be operations whose main
purpose is to prevent, reduce or redress
damage to the environment.
Q) Foreign currency balances and
transactions
Transactions in currencies other than the
functional currency of each Group company
are recognized in the functional currency by
applying the exchange rates prevailing at the
date of the transaction. During the year, the
differences that arise between the balances
translated at the exchange rate prevailing at
the date of the transaction and the balances
translated at the exchange rate prevailing
at the date of collection or payment are
recorded as finance costs or finance income
in the consolidated income statement.
Also, balances receivable or payable at
31 December each year denominated
in currencies other than the functional
currencies in which the financial statements
of the consolidated companies are
denominated are translated to euros at the
Investments relating to environmental
activities are measured at acquisition cost
and capitalized as an addition to non-current
assets in the year in which they are made.
Environmental protection and improvement
expenses are charged to income in the year
in which they are incurred, regardless of when
the resulting monetary or financial flow arises.
Provisions for probable or certain third-party
liability, litigation in process and outstanding
environmental indemnity payments or
obligations of undetermined amount not
covered by the insurance policies taken out
are recorded when the liability or obligation
giving rise to the indemnity or payment arises.
S) CO2 emission allowances
Royal Decree 60/2005 approved the first
free allocation of individual CO2 emission
allowances for each facility for 2005-2007.
The Council of Ministers’ Resolution approving
the individual allocation of emission
allowances under the National Allocation Plan
for greenhouse gas emission allowances for
2008-2012 was published on 14 November
2007.
The European companies of the Group which
release CO2 emissions must deliver, in the
first few months of the subsequent year, CO2
emission allowances equal to the volume of
emissions released during the preceding year.
If the Group’s emissions exceed the volume of
the allowances allocated, it must acquire the
required emission allowances in the market.
Similarly, if the Group’s emissions are lower
than the rights allocated, it can sell the rights
in the market.
The Group recognizes CO2 emission
allowances as intangible assets with indefinite
useful lives. Emission allowances are initially
recognized at cost of acquisition, and the
related impairment loss is recognized
subsequently if market value is lower than
cost. The allowances received at zero cost
under the related National Allocation Plans
are measured at the market price prevailing
on the date on which they are received, and
an item of deferred income is recognized for
the same amount.
If an impairment loss has to be recognized to
reduce the cost of these allowances to their
// 38
// 39
market value, the amount of the impairment loss
is deducted from the balance of deferred income.
This deferred income is transferred to “Other
Operating Income” in the consolidated
income statement as the CO2 emissions to
which it relates are being released.
The obligation to deliver emission allowances
for the CO2 emissions made during the year
is recognized as a provision under “Operating
Allowances” in the consolidated balance
sheet, and the related cost is recorded under
“Procurements” in the consolidated income
statement. This obligation is measured at
the same amount as that at which the CO2
emission allowances to be delivered to
cover the obligation are recognized under
“Intangible Assets”.
If at the consolidated balance sheet date the
Group does not hold all the CO2 emission
allowances required to cover the emissions
made, the difference between the cost and
the provision is recognized on the basis of
the best estimate of the acquisition price,
which, if no better estimate is available,
is taken to be the market price at the
consolidated balance sheet date.
T) Discontinued operations, and noncurrent assets and liabilities classified as
held for sale
The Group classifies as “Non-Current Assets
Classified as Held for Sale” property, plant
and equipment, intangible assets, other
non-current assets or investments under
“Investments Accounted for Using the Equity
Method” and disposal groups (groups of
assets which will be disposed of together with
their directly associated liabilities) for which
at the date of the consolidated balance sheet
active measures and reasonable prices had
been established to sell them and the sale
is expected to be completed within twelve
months from that date.
The Group classifies as “Discontinued
Operations” the business lines that were
sold or disposed of by other means or which
meet the criteria to be classified as held
for sale, including, where applicable, assets
which, together with the business line, form
part of the same plan of sale, or as a result
of commitments acquired. Also, classified as
“Discontinued Operations” are the companies
acquired exclusively with a view to resale.
These assets or disposal groups are measured
at the lower of carrying amount and fair
value less costs to sell, and depreciation on
such assets ceases from the time they are
classified as “Non-Current Assets Classified
as Held for Sale”. However, at the date of
each consolidated balance sheet the related
valuation adjustments are made to ensure
that the carrying amount is not higher than
fair value less costs to sell.
The non-current assets held for sale and
the components of the disposal groups
classified as held for sale are presented in
the accompanying consolidated balance
sheet as follows: the assets as a single line
item called “Non-Current Assets Classified as
Held for Sale and Discontinued Operations”
and the liabilities also as a single line item
called “Liabilities Associated with NonCurrent Assets Classified as Held for Sale and
Discontinued Operations”.
The profit after tax of discontinued
operations is presented as a single line item
in the consolidated income statement as
“Profit after Tax of Discontinued Operations”.
As a result of the agreement entered into on
20 February 2009 between the ACCIONA
Group and Enel, S.p.A. relating to the transfer
of the shares in Endesa, S.A. held by the
ACCIONA Group to Enel, S.p.A. indicated
in Notes 1 and 24, and pursuant to IFRS
5, Non-Current Assets Held for Sale and
Discontinued Operations, on 1 January 2009,
Endesa was classified as a discontinued
operation and sold in June 2009.
In 2010 the Compañía Trasmediterránea
subgroup continued the policy it initiated
in 2009 of taking a series of vessels out of
operation and putting them up for sale. At 31
December 2010, five vessels were classified
as assets held for sale.
Additionally, at its meeting held on 16
December 2010 the Board of Directors of
ACCIONA, S.A approved a plan to sell a series
of assets belonging to its Real Estate division,
as well as concession assets in operation
belonging to its Infrastructure division.
At 31 December 2010, the value of these
assets was recognized under “Non-Current
Assets Classified as Held-for-Sale” in the
accompanying consolidated balance sheet.
The liabilities directly related to these assets
are recognized under “Liabilities Related to
Non-Current Assets Classified as Held-forSale” (see Note 24). None of these assets
constitute a line of business within the
ACCIONA Group.
U) Earnings per share
Basic earnings per share are calculated by
dividing net profit or loss attributable to
the Parent by the weighted average number
of ordinary shares outstanding in the year,
excluding the average number of shares of
the Parent held by the Group companies.
Diluted earnings per share are calculated
by dividing net profit or loss attributable to
ordinary shareholders adjusted by the effect
attributable to the dilutive potential ordinary
shares by the weighted average number
of ordinary shares outstanding in the year,
adjusted by the weighted average number
of ordinary shares that would have been
outstanding assuming the conversion of all
the potential ordinary shares into ordinary
shares of the Group. For these purposes, it is
considered that the shares are converted at
the beginning of the year or at the date of
issue of the potential ordinary shares, if the
latter were issued during the current period.
Since the Group had no dilutive potential
ordinary shares, the basic earnings per share
and the diluted earnings per share for 2010
and 2009 coincide.
V) Consolidated statement of cash flows
The following terms, with the meanings
specified, are used in the consolidated
statement of cash flows, which were prepared
using the indirect method:
Cash flows: inflows and outflows of cash
and cash equivalents; the latter relate to
changes in value of short-term, highly liquid
investments;
Operating activities: the principal revenueproducing activities of the Group and other
activities that are not investing or financing
activities;
Investing activities: the acquisition and
disposal of long-term assets and other
investments not included in cash and cash
equivalents;
Financing activities: activities that result
in changes in the size and composition of
equity and borrowings that are not operating
activities.
3.3 Accounting estimates and
judgments
The information included in these
Consolidated Financial Statements is the
responsibility of the Group’s directors.
In the Consolidated Financial Statements for
2010 and 2009 estimates were made by the
Group’s directors in order to measure certain
assets, liabilities, income, expenses and
obligations reported therein. These estimates
relate basically to the following:
The measurement of assets and goodwill to
ascertain whether there are any impairment
losses thereon;
Distribution of the cost of the business
combinations;
The assumptions used in the actuarial
calculation of the pension liabilities and
commitments;
The useful life of property, plant and
equipment, investment property and
intangible assets;
The assumptions used in measuring the fair
value of the financial instruments;
The probability of the occurrence and the
amount of liabilities of undetermined amount
or contingent liabilities;
The future facility closure and land
restoration costs;
The results for tax purposes of the various
Group companies that will be reported to the
tax authorities in the future that served as
// 40
// 41
the basis for recognizing the various income
tax-related balances in the accompanying
Consolidated Financial Statements.
These estimates were made on the basis of the
best information available at 31 December 2010
and 2009 on the events analyzed. However,
events that take place in the future might make
it necessary to change these estimates. Any such
changes would be made in accordance with the
requirements of IAS 8.
3.4 Changes in accounting
estimates and policies, AND
correction of fundamental errors
Changes in accounting estimates: the effect
of any change in accounting estimates is
recognized under the same income statement
heading as that under which the expense or
income measured using the previous estimate
was recognized.
Changes in accounting policies and
correction of fundamental errors. The effects
of changes and corrections of this kind
are recognized as follows: if material, the
cumulative effect at the beginning of the year
is adjusted under “Reserves” and the effect for
the current year is recognized in the income
statement. In these cases, the financial data
for the comparative year presented together
with those for the current year are restated.
At 31 December 2010 and 2009, there
were no significant changes in accounting
estimates, accounting policies or error
corrections.
consolidAted bAlAnce sheets 2010
AccionA Consolidated Financial Statements and Directors’ Report 2010
// 42
4. Property, plant and equipment
The detail of the changes in 2010 and 2008 in cost and accumulated depreciation is as follows (in thousands of euros):
E
The breakdown, by heading, of the net balances at the end of 2010 and 2009 is as follows:
2010
ProPerty, Plant and equiPment
land and buildings
eleCtriCity generating faCilities
2009
Cost
aCCumulated
dePreCiation and
imPairment losses
total
481,467
(119,662)
361,805
Cost
aCCumulated
dePreCiation and
imPairment losses
total
529,230
(96,940)
432,290
9,271,888
(1,622,711)
7,649,177
8,252,036
(1,222,668)
7,029,368
other Plant
932,834
(462,417)
470,417
958,263
(459,380)
498,883
maChinery
530,122
(317,492)
212,630
463,783
(302,648)
161,135
1,395,612
--
1,395,612
1,689,631
--
1,689,631
advanCes and ProPerty, Plant and equiPment in
the Course of ConstruCtion
other items of ProPerty, Plant and equiPment
total
252,819
(174,314)
78,505
250,026
(187,672)
62,354
12,864,742
(2,696,596)
10,168,146
12,142,969
(2,269,308)
9,873,661
// 43
The main additions in 2010 are recognized
under “Advances and Property, Plant and
Equipment in the Course of Construction”
and relate principally to the organic growth
of the Energy division, especially solar
thermal plants, and the development
of wind power projects, predominantly
in Mexico and Australia. Also worthy of
note is the addition of two new vessels to
Compañía Trasmediterránea’s fleet, which
are recognized under “Other Plant and
Machinery”.
In 2009 the main change in “Property,
Plant and Equipment” was due to the
derecognition of all items of property,
plant and equipment of Endesa, S.A.,
once the segment had been designated
as a discontinued operation and was
subsequently sold. The amount derecognized
totalled EUR 10,152.689 million. In 2009
the main additions related to the acquisition
of certain of the Endesa Group´s wind and
hydroelectric assets in Spain and Portugal,
within the framework of the agreement
entered into on 20 February 2009 and
executed on 25 June 2009, described in
Note 24 to the accompanying Consolidated
Financial Statements. The value of these
assets amounted to EUR 2,856.869 million.
At 31 December 2009, the process had
been substantially completed and only EUR
1.6 million remained outstanding, relating
to 1.3 Megawatts of a hydroelectric plant
incorporated in 2010.
In 2010 property, plant and equipment for a
net carrying amount of EUR 40.805 million
were recognized under “Non-Current Assets
Classified as Held for Sale” and were also
included under “Transfers”.
property, plant and equipment are subject
and the claims that might be filed against it
for carrying on its business activities. These
policies are considered to cover adequately
the related risks.
“Other Changes “includes the positive effect
of translation differences in 2010 for an
amount of EUR 204 million (2009: EUR 66
million).
The carrying amount of the Group’s property,
plant and equipment includes EUR 394
million (2009: EUR 229 million) in respect of
assets held under finance leases. A portion
of this amount relates to certain vessels
belonging to the Compañía Trasmediterránea
subgroup which have been mortgaged to
secure repayment of the loans granted by a
bank. These vessels have an acquisition value
of EUR 163 million (2009: EUR 32 million).
“Other Plant” consists mainly of vessels
belonging to the Compañía Trasmediterránea
Subgroup, with a gross cost of EUR 727 million.
In 2010 the Group companies capitalized to
property, plant and equipment finance costs
amounting to EUR 54 million (31 December
2009: EUR 56 million).
Fully depreciated property, plant and
equipment in use at 31 December 2010 and
2009 amounted to EUR 352 million and EUR
315 million, respectively; most of these assets
are currently in use.
At 31 December 2010 the Group companies
had commitments to acquire property,
plant and equipment amounting to EUR
581 million, mainly for wind farm and solar
thermal plant projects undertaken in the
energy division.
The Group has taken out insurance policies
to cover the possible risks to which its
The Group has mortgaged land and buildings
totalling EUR 23 million (2009: EUR 31
million) to secure credit facilities granted
to the Group by banks. In addition, at 31
December 2010, certain vessels with a net
carrying amount of EUR 361 million (2009:
EUR 264 million) had been mortgaged to
secure repayment of the loans received for
their acquisition.
// 44
5. Investment property
The Group’s investment property relates mainly to properties earmarked for lease.
The changes in 2010 and 2009 in the Group’s investment property were as follows:
Cost
Accumulated
depreciation and
impairment losses
Total
680,831
(64,918)
615,913
Additions
3,354
(24,612)
(21,258)
Disposals
(39,329)
6,250
(33,079)
Transfers
(6,756)
(94)
(6,850)
Other changes
(5,563)
2,430
(3,133)
632,537
(80,944)
551,593
Additions
195
(20,897)
(20,702)
Disposals
(91,072)
11,529
(79,543)
Transfers
(117,937)
16,056
(101,881)
8
--
8
423,731
(74,256)
349,475
Investment property
Balance at 31/12/08
Balance at 31/12/09
Other changes
Balance at 31/12/10
The main changes in 2010 relate to the
following:
Disposals relate mainly to the sale of three
office buildings located in Madrid, which gave
rise to a gain of EUR 32.246m for the Group,
recognized under “Impairment and Gains or
Losses on Disposals of Non-Current Assets”
in the accompanying consolidated income
statement.
Transfers relate mainly to the addition to
“Property, Plant and Equipment in the Course
of Construction” of a shopping center located
in Cornellá de Llobregat (Barcelona) and its
subsequent reclassification, together with two
office buildings located in Alcobendas and
Madrid, to “Non-Current Assets Classified as
Held for Sale”.
The fair value of the Group’s investment
property included under “Investment Property”
at 31 December 2010 and 2009, calculated
on the basis of appraisals performed at those
dates by independent valuers (see Note
13) amounted to EUR 386.362m and EUR
606.361m, respectively.
In 2010 no impairment losses on
investment property were recognized in
addition to those already recognized in
2009, which amounted to EUR 12.37m.
The rental income earned by the Group
from its investment property, all of which is
leased out under operating leases, amounted
to EUR 42 million (2009: EUR 44 million).
In 2010 direct operating expenses arising
from investment property amounted to
EUR 11 million (2009: EUR 12 million),
recognized under “Other Operating Expenses”
in the accompanying consolidated income
statement.
At 31 December 2010 and 2009, the Group
had mortgaged a portion of its investment
property for EUR 259 million, to secure credit
facilities granted to it by banks (2009: EUR
482 million).
The Group has arranged insurance policies
to cover the possible risks to which its
property, plant and equipment are subject
and the claims that might be filed against it
for carrying on its business activities. These
policies are considered to cover adequately
the related risks.
// 45
The detail, by location, of the cost of the
properties earmarked for lease and owned by
the ACCIONA Group at 31 December 2010
and 2009 is as follows:
2010
2009
Cost
Accumulated
depreciation and
impairment losses
Cost
Accumulated
depreciation and
impairment losses
263,865
(32,462)
472,742
(46,301)
Eastern Spain
12,475
(3,242)
12,475
(2,969)
Andalusia
53,572
(19,025)
53,610
(15,754)
Catalonia, Aragon
68,351
(15,402)
68,251
(12,366)
Other
25,468
(4,125)
25,459
(3,554)
Total
423,731
(74,256)
632,537
(80,944)
Location
Madrid
// 46
6. Goodwill
The changes in 2009 in “Goodwill” in the accompanying consolidated balance sheet were as follows (in thousands of euros):
aCCiona energías renovables subgrouP
interlogístiCa del frío, s.a.
trasmediterránea subgrouP
inversiones téCniCas urbanas subgrouP
balanCe at 31/12/08
additions
imPairment
other Changes
balanCe at 31/12/09
842,805
77
(77)
25,965
868,770
(3)
(266)
24,878
5,147
5,147
25,147
--
477
(477)
--
ComPañía urbanizada del Coto subgrouP (formerly inosa)
13,832
aCCiona faCility serviCes subgrouP
78,639
aCCiona agua subgrouP
35,428
(1,799)
2,958,182
(2,958,182)
--
4,277
18,995
endesa, s.a.
13,832
78,639
14,718
aCCiona Wind PoWer subgrouP
other
3,254
total
3,962,434
15,272
(557)
33,629
216
3,470
(2,929,789)
1,047,360
other Changes
balanCe at 31/12/09
2,121
871,453
The changes in 2010 in “Goodwill” in the accompanying consolidated balance sheet were as follows (in thousands of euros):
aCCiona energías renovables subgrouP
interlogístiCa del frío, s.a.
balanCe at 31/12/08
additions
868,770
562
imPairment
5,147
5,147
trasmediterránea subgrouP
24,878
24,878
ComPañía urbanizada del Coto subgrouP (formerly inosa)
13,832
aCCiona faCility serviCes subgrouP
78,639
78,639
33,629
33,629
aCCiona Wind PoWer subgrouP
18,995
other
3,470
total
1,047,360
(833)
12,999
18,995
562
(833)
186
3,656
2,307
1,049,396
// 47
The most significant goodwill of the
ACCIONA Group arose in the acquisition
in prior years of certain companies in the
Energy division and relate to the excess of
the price of acquisition over the fair value
of the assets acquired by the Group from
these companies. It represents the capacity
for technical and commercial development
of new business in Spain and international
markets. Accordingly, it was assigned to
the cash-generating unit of the Group’s
renewable energy business and is measured
on the basis of the overall capacity to
generate cash flows in the future.
Based on the impairment tests performed for
this division and the remaining goodwill of
the Group at 31 December 2010 there was
no need to recognize any impairment losses.
In 2010 there were no significant changes in
“Goodwill” in the balance sheet.
At 31 December 2009, the most significant
changes in “Other Changes” related to the
decrease in goodwill associated with Endesa,
S.A. due to the sale of ACCIONA, S.A.’s 25.01%
ownership interest in the company. The most
significant increase in “Additions” related to the
purchase of an additional 51% of the shares of
Inneo 21, S.L., a company that belongs to the
ACCIONA Windpower subgroup.
The ACCIONA Group uses the purchase
method to account for all inclusions of
companies in the Group involving the
acquisition of a controlling interest.
The most significant inclusions in the Group
in 2010 and 2009 were as follows:
Company
Acquisition
cost
Percentage
acquired
Carrying
amount of 100%
of the company
Net increase in
value of assets and
liabilities through
application of
market value
6,365
8%
22,802
4,541
Goodwill
2010
Autovía de los Viñedos, S.A.
2009
15,000
51%
552
--
14,718
P.E. Da Costa Vicentina, S.A.
Inneo 21, S.L.
9,356
100%
1,462
7,894
--
E.E. De Ribadelide, S.A.
7,479
100%
1,144
6,335
--
E.E. Do Verde Horizonte, S.A.
8,733
100%
298
8,435
--
Hidroeléctrica del Serradó, S.L.
2,387
100%
1,248
1,139
--
42,816
100%
3,922
38,894
--
109,910
100%
39,627
70,283
--
Starke Wind Golice Sp, Z.o.o.
5,691
100%
216
5,475
--
Parque Eólico Dos Fiéis, S.A.
1,324
100%
158
1,166
--
Parque Eólico de Manrique, S.A.
2,066
100%
235
1,831
--
Saltos y centrales de Cataluña, S.A.
Saltos del Nansa I, S.A.U.
Parque Eólico do Marao, S.A.
4,477
100%
755
3,722
--
Parque Eólico do Outeiro, S.A.
25,216
100%
4,901
20,315
--
Parque Eólico de Pracana, S.A.
1,905
100%
323
1,582
--
Parque Eólico da Raia, S.A.
3,049
100%
550
2,499
--
Sociedad Explotadora de Recursos
Eólicos, S.A.
8,202
100%
486
7,716
--
Rústicas Vegas Altas, S.L.
2,000
100%
-346
2,346
--
With the exception of Inneo 21 and
Starke Wind Golice, in 2009 the remaining
acquisitions relate to the companies
acquired from Endesa as part of the
agreement entered into on 20 February
2009, described in Note 24, with respect
to the acquisition of renewable energy
production assets, some of which took place
through the purchase of companies.
// 48
7. Other intangible assets
The changes in “Other Intangible Assets” in 2010 and 2009 were as follows (in thousands of euros):
Development
expenditure
Concessions
Other
Computer
software
Advances
Accumulated amortiZation
and impairment losses
Total
Balance at 31/12/08
61,730
4,048,340
168,958
276,550
76,343
(401,905)
4,230,016
Variations due to changes in the
scope of consolidation
(3,257)
(3,125,565)
(153,311)
(241,063)
(1,751)
245,001
(3,279,946)
Additions/charge for the year
11,871
34,843
4,400
7,572
104,560
(55,589)
107,657
Disposals
(1,341)
(63,674)
(6,433)
(446)
(84)
953
(71,025)
Transfers
(94)
99,606
(8,518)
59
(87,404)
(835)
2,814
Other changes
535
19,952
15
264
--
(1,122)
19,644
5,111
42,936
91,664
(213,497)
1,009,160
12,557
Balance at 31/12/09
69,444
1,013,502
Variations due to changes in the
scope of consolidation
(503)
15,643
--
(60)
--
(2,523)
Additions/charge for the year
9,661
39,729
3,988
6,733
52,383
(49,159)
63,335
(3,288)
(944)
(4,757)
(1,078)
(85)
1,777
(8,375)
(447,561)
Disposals
Traspasos
Other changes
Balance at 31/12/10
In 2010 the main additions relate to
certain concessions held by the Group
relating to road transport infrastructure
and the integral water cycle.
The main change in 2009 related to the
disposal of all the intangible assets originating
from Endesa, S.A. after this segment was
classified as a discontinued operation and
subsequently sold. The amount derecognized
totalled EUR 3,281 million.
In 2010 intangible assets for a net carrying
amount of EUR 318.9 million (EUR 108.2
7,377
(480,751)
1,599
(181)
(59,275)
83,670
(12,786)
46,361
(2)
288
(1,955)
658
32,564
69,905
633,540
5,939
48,638
82,732
(179,074)
661,680
million of which relate to the Real Estate
division and EUR 210.7 million of which
relate to the Infrastructure division) were
recognized under “Non-Current Assets
Classified as Held for Sale” and were also
included under “Transfers” (see Note 24).
At 31 December 2010 the Group
companies had commitments to acquire
intangible assets amounting to EUR 341
million for concession arrangements in the
Infrastructure division (motorways) and
in the Water and Environmental Services
division.
“Other Changes” includes the positive
effect of translation differences in 2010 for
an amount of EUR 37 million (2009: EUR
36 million).
At 31 December 2010, “Other” included
leasehold assignment rights and CO2 emission
allowances amounting to EUR 2.4m and EUR
3.5m, respectively.
“Concessions” includes mainly the cost
of administrative concessions and the
identifiable intangible assets acquired
in business combinations relating to
the prospective rights together with the
intangible assets for the development of
future wind farm projects acquired from
third parties by purchasing ownership
interests in companies holding such rights,
the charges paid by ACCIONA Agua in
relation to integral water cycle concessions
and concession assets of which the
investment recovery risk is borne by the
operator.
Fully amortized intangible assets in use at 31
December 2010 and 2009 amounted to EUR
43.5 million and EUR 47.4 million, respectively.
// 49
8. Investments in associates
The changes in 2009 in “Investments in Associates” in the accompanying balance sheet were as follows (in thousands of euros):
Direct investments of the Parent
Tranvía Metropolitá Group
Consorcio Tranvía de Zaragoza
Total direct investments
inDirect investments of the Parent
Tranvía Metropolitá del Besós, S.A.
ACCIONA Infraestructuras Subgroup
Balance at
31/12/08
Share of profit
(loss) before tax
Dividends
Tax effect and
other changes
Changes in the
year
Balance at
31/12/09
3,817
805
(575)
(331)
(1,302)
2,414
--
--
--
--
1,343
1,343
3,817
805
(575)
(331)
41
3,757
Balance at
31/12/08
Share of profit
(loss) before tax
Dividends
Tax effect and
other changes
Changes in the
year
Balance at
31/12/09
2,925
617
(592)
(233)
(142)
2,575
12,854
1,868
(776)
(213)
31,663
45,396
ACCIONA Inmobiliaria Subgroup
4,663
(13)
(517)
(7)
--
4,126
Trasmediterránea Subgroup
5,246
1,971
(518)
(1,140)
(3)
5,556
ACCIONA Energía Subgroup
3,158
802
--
(374)
(781)
2,805
147
(166)
--
2
160
143
93
(4)
--
--
--
89
4,608
1,415
(1.647)
(429)
(900)
3,047
ACCIONA Facility Services Subgroup
ACCIONA Agua Subgroup
Ceatesalas Subgroup
Endesa, S.A.
81,783
--
--
--
(81,783)
--
3,713
1,217
--
252
(918)
4,264
Total indirect investments
119,190
7,707
(4,050)
(2,142)
(52,704)
68,001
Total investments accounted for using the
equity method
123,007
8,512
(4,625)
(2,473)
(52,663)
71,758
Other
// 50
The changes in 2010 in “Investments in Associates” in the accompanying balance sheet were as follows (in thousands of euros):
Balance at
31/12/09
Share of profit
(loss) before tax
Dividends
Tax effect and
other changes
Grupo Tranvía Metropolitá
2,414
923
(1,063)
Consorcio Tranvía de Zaragoza
1,343
260
--
Total direct investments
3,757
1,183
Balance at
31/12/09
direct investments of the Parent
inDirect investments of the Parent
Tranvía Metropolitá del Besós, S.A.
Changes in the
year
Balance at
31/12/10
(243)
467
2,498
(243)
7,491
8,851
(1,063)
(486)
7,958
11,349
Share of profit
(loss) before tax
Dividends
Tax effect and
other changes
Changes in the
year
Balance at
31/12/10
2,575
742
(833)
(584)
--
1,900
45,396
(3.014)
--
477
--
42,859
ACCIONA Inmobiliaria Subgroup
4,126
(96)
--
--
(396)
3,634
Trasmediterránea Subgroup
5,556
2,417
(691)
(726)
29
6,585
2,805
660
--
57
(163)
3,359
143
(20)
--
5
1
129
89
--
--
--
(89)
--
3,047
1,396
(242)
(421)
--
3,780
ACCIONA Facility Services Subgroup
Ceatesalas Subgroup
Other
4,264
(1,423)
--
205
(657)
2,389
Total indirect investments
68,001
662
(1,766)
(987)
(1,275)
64,635
Total investments accounted for using the
equity method
71,758
1,845
(2,829)
(1,473)
6,683
75,984
// 51
The ACCIONA Group’s interests in associates
are presented in Appendix III to these Notes
to the Consolidated Financial Statements.
The detail of the assets, liabilities, revenue
and profit or loss for 2010 of the associates
included under “Investments in Associates”, in
proportion to the Group’s ownership interest
therein, is as follows (the figures relating to
associates with an equity deficit, recognized
on the liability side of the balance sheet, are
detailed in Note 17):
There were no significant changes in 2010.
The main changes in 2009 related to the
derecognition of the Endesa subgroup
associates due to the sale of the ACCIONA
Group’s 25.01% ownership interest in
Endesa, S.A.
When the Group’s investments in associates
(mainly certain motorway concession
operators), accounted for using the equity
method, are reduced to zero, the losses
or equity decreases are recognized under
“Non-Current Liabilities - Provisions” in the
consolidated balance sheet (see Note 17). In
these cases, the losses are recognized under
“Net Impairment Losses” instead of “Profit/
Loss of Companies Accounted for Using the
Equity Method”, under which they were
formerly recognized.
Infrastructure
concession
operators
Other associates
Total 2010
145,703
Assets
Non-current assets
76,957
68,746
Current assets
18,814
103,536
122,350
Total assets
95,771
172,282
268,053
Equity
15,200
63,936
79,136
67,704
20,146
87,850
Current liabilities
12,866
88,201
101,067
Total equity and liabilities
95,770
172,283
268,053
Revenue
8,557
87,895
96,452
Profit before tax of continuing operations
1,925
(80)
1,845
Profit before tax
1,925
(80)
1,845
Liabilities
Profit/Loss
// 52
9. Interests in joint ventures
The ACCIONA Group’s interests in joint ventures
are presented in Appendix II to these Notes to
the Consolidated Financial Statements. The most
significant amounts included in the Consolidated
Financial Statements in relation to these interests
at 31 December 2010 are summarised as follows:
ComPanies
utJv
revenue
328,923
1,165,280
gross Profit from oPerations
177,558
95,187
Profit from oPerations
102,718
76,630
1,401,513
135,351
614,712
952,250
1,010,390
104,365
502,773
882,548
non-Current assets
Current assets
non-Current liabilities
Current liabilities
10. Current and non-current financial assets
The detail of the balances of “Current Financial Assets” and “Non-Current Financial Assets” in the consolidated balance sheets is as follows:
2010
finanCial assets at fair value through Profit or loss
available-for-sale finanCial assets
finanCial derivatives at fair value (note 20)
held-to-maturity investments
dePosits and guarantees
Provisions
subtotal
other loans
2009
non-Current
Current
non-Current
--
--
--
Current
--
43,338
1,256
48,003
2,810
216
13,556
1,458
585
--
124,009
--
78,282
107,128
107,439
178,831
30,596
(6,884)
--
(7,156)
--
143,798
246,260
221,136
112,273
3,110
97,684
9,889
76,724
(17,458)
(245)
(17,341)
(2)
subtotal
80,226
9,644
59,383
3,108
total, net
224,024
255,904
280,519
115,381
Provisions
// 53
Available-for-sale financial assets
The changes in “Available-for-Sale Financial Assets” in the years ended 31 December 2010 and
2009 were as follows:
Additions
Sales
Variations due to change in fair value
Non-Current
Current
102,432
20,213
1,442
88
(2,495)
(9,611)
6,519
--
--
--
(59,895)
(7,880)
48,003
2,810
374
8
Sales
(2,041)
(1,562)
(3,786)
--
--
--
Other changes
114
--
Changes in the scope of consolidation
674
--
43,338
1,256
Transfers
Other changes
Additions
Transfers
Impairment losses
Additions
Sales
Transfers
Other changes
Additions
Sales
(30,153)
--
(1,207)
--
259
--
20,979
--
2,966
--
(7,156)
--
-3
--
275
--
Transfers
--
--
Other changes
--
--
--
(6,884)
--
Total, net
36,454
1,256
In 2010 there were no significant changes
in “Available-for-Sale Financial Assets”. The
amount in the “Variations Due to Change in
Fair Value” line relates mainly to the lower
value of the ownership interest in Bolsas y
Mercados Españoles.
The main change in 2009 in “Available-forSale Financial Assets” arose as a result of the
exclusion from the scope of consolidation
of the Endesa, S.A. assets, after this segment
was classified as a discontinued operation and
sold. This exclusion represented an amount of
EUR 59.274m.
Held-to-maturity investments
The changes in the investments recognized as current assets under “Held-to-Maturity
Investments”, were as follows:
Current total
74,476
Additions
26,555
Sales
Transfers
Other changes
-(22,749)
---
78,282
Additions
45,727
--
Sales
--
Transfers
--
Other changes
In 2010 and 2009, the main changes in
“Held-to-Maturity Financial Assets” related to
investments in term deposits.
Other financial assets
Deposits and guarantees
“Deposits and Guarantees Given”
includes a deposit given by the Compañía
Trasmediterránea subgroup to secure its lease
payments under the charter contract for the
“Millenium III” vessel for a total amount of
EUR 13 million at 31 December 2010 (31
December 2009: EUR 15 million).
-124,009
“Deposits and Guarantees Given” also includes
two deposits given to secure the finance
lease payments on two vessels, for a total
amount of EUR 184 million at 31 December
2010 (31 December 2009: EUR 158 million).
These deposits earn annual interest of 6% and
mature on the same dates as the finance lease
payments on the corresponding vessels. These
deposits, and the interest they earn, have been
pledged to the vessel owners and can only be
drawn down by Compañía Trasmediterránea
to meet the future finance lease payments or
exercise the related purchase option.
// 54
// 55
At December 2010, all the contributions to the
deposit accounts had been made and there
were no further contributions to be made.
The deposits pledged for the vessels were
financed through a loan recognized as a noncurrent liability under “Bank Borrowings and
Other Financial Liabilities” in the consolidated
balance sheet at 31 December 2010.
The changes in 2010 in the current and noncurrent deposits associated with the vessels
of the Compañía Trasmediterránea subgroup
described in earlier paragraphs were as follows:
Balance at
31/12/09
Contributions
Interest/
Charges
Transfers
JosÉ María Entrecanales vessel deposit
70,405
13,133
5,243
(88,781)
--
Super Fast Baleares vessel deposit
74,579
13,267
5,182
(7,980)
85,048
Milenium Tres vessel deposit
Balance at
31/12/10
12,052
--
936
(3,498)
9,490
157,036
26,400
11,361
(100,259)
94,538
Jose María Entrecanales vessel deposit
8,100
--
(5,965)
88,781
90,916
Super Fast Baleares vessel deposit
3,990
--
(3,990)
7,980
7,980
Milenium Tres vessel deposit
3,332
--
(3,332)
3,498
3,498
932
--
(932)
--
--
16,354
--
(14,219)
100,259
102,394
173,390
26,400
(2,858)
--
196,932
Subtotal non-current deposits
Ciudad de Málaga deposit
Subtotal current deposits
Total
11. Biological assets
The breakdown of the current and non-current biological assets at 31 December 2010 and 2009
is as follows (in thousands of euros):
Non-Current
Current
Balance at 31 December
The non-current biological assets relate to the
vineyards belonging to the Hijos de Antonio
Barceló subgroup, which in accordance with
2010
2009
6,800
6,747
--
--
6,800
6,747
IAS 41 must be measured at fair value. The
annual changes in the value of these assets
were not material.
12. Non-current receivables
and other non-current assets
The detail of “Non-Current Receivables and Other Non-Current Assets” at 31 December 2010
and 2009 is as follows (in thousands of euros):
Non-current operating receivables
Non-current accruals and deferred income
2010
2009
74,589
141,710
1,317
2,198
Concessions under the non-current financial
asset model
288,471
385,311
Total other non-current assets
364,377
529,219
// 56
// 57
At 31 December 2010 and 2009 “NonCurrent Operating Receivables” included
mainly customer balances and other
trade receivables generated by operating
activities maturing at over one year and also
the retentions that are customary in the
construction business.
The detail of “Concessions under the Non-Current Financial Asset Model”, by division, is as
follows:
Infrastructure division
water and Environmental services division
Total other non-current assets
At 31 December 2010 and 2009
“Concessions under the Non-Current
Financial Asset Model” included the balances
receivable at over one year in concessions
which, in accordance with IFRIC 12, were
treated as financial assets, since there was
an unconditional collection right on the
investment made until that date. The current
portion of this unconditional collection
right was recognized under “Trade and
Other Receivables” based on the collections
expected to be made by the grantors of the
concessions under various economic and
financial plans. At 31 December 2010 and
2009 the balance reclassified to “Current”
amounted to EUR 26.397 million and EUR
39.796 million, respectively (see Note 14).
The main concession projects included in
the Infrastructure division relate to hospitals
and motorways, and those in the Water and
Environmental Services division relate to the
integral water cycle.
Changes in 2010 relate, on the one hand,
to the increase in the “Concessions” balance
based on the percentage of works completion
in concessions at the construction stage, and,
on the other, as mentioned in Note 24, to the
transfer of EUR 121.435 million of the mature
concessions that were classified as such at
31 December 2010 to “Non-Current Assets
Classified as Held for Sale” .
2010
2009
236,366
339,779
52,105
45,532
288,471
385,311
At 31 December 2010 the Group companies
had commitments to acquire concession
assets under the financial asset model
amounting to EUR 276 million, most of which
originated in concession projects recently
awarded to the Infrastructure division.
// 58
13. Inventories
The detail of the Group’s inventories at 31 December 2010 and 2009 is as follows (in thousands of euros):
2010
2009
2008
498,604
597,277
809,321
54,539
12,323
43,480
1,532
2,037
48,440
Assets received in payment of loans
--
--
402
Construction materials, storable items and other
--
--
237
872,778
859,974
818,479
Raw materials, other procurements and merchandize
Work in progress and semi-finished goods
Finished goods
Land and unbuilt plots
Property developments in progress
5,657
122,577
258,342
274,086
271,557
262,837
55,497
60,837
68,420
Allowances
(146,292)
(127,427)
(92,583)
Total inventories
1,616,401
1,799,155
2,217,375
Completed property developments
Advances paid
In 2010 the main change under “Inventories”
related to the decrease in the stock existing at
ACCIONA Windpower, S.A., for the assembly
of wind turbine generator systems amounting
to EUR 99.483 million. There was also a
decrease in property inventories due to the
sale of housing units amounting to EUR
120.928 million.
In 2009 the main change in “Inventories”
related to the derecognition of all the
inventories originating from Endesa, S.A. after
this segment was classified as a discontinued
operation and sold. The amount derecognized
totalled EUR 274.360 million.
At 31 December 2010 and 2009, the carrying
amount of mortgaged inventories was EUR
554.990 million and EUR 581.238 million,
respectively, and related mostly to property
developments in progress or completed.
At 31 December 2010, as in 2009, there were
no firm building lot purchase commitments.
Property development sales commitments
to customers at 31 December 2010 and
2009 amounted to EUR 57.948 million and
EUR 121.674 million, respectively. Of the
amount at 31 December 2010, EUR 19.089
million had been collected or instrumented
in notes receivable, whose balancing entry
is recorded under “Current Liabilities - Trade
and Other Payables” on the liability side of
the accompanying consolidated balance
sheet until the date of delivery.
The fair value at 31 December 2010 and
2009 of the Group’s property inventories,
including inventories relating to the
companies accounted for using the equity
method, calculated based on the appraisals
carried out at those dates by CB Richard Ellis,
independent valuers not related to the Group,
amounted to EUR 1,188 million and EUR
1,297 million, respectively. The appraisal was
carried out in accordance with the Appraisal
and Valuation Standards issued by the Royal
Institute of Chartered Surveyors (RICS) of
the United Kingdom and the International
Valuation Standards (IVS) issued by the
International Valuation Standards Committee
(IVSC). The dynamic residual method was
used to calculate the fair value, supplemented
by the Comparable Method. This value
constitutes the best estimate of the market
value of these assets.
The provisions recognized in the consolidated
income statement are sufficient to absorb
the market values obtained in the appraisals
made at year-end.
In 2010 the Group did not recognize any
additions to the impairment loss for property
assets in inventories, already increased by EUR
32.532 million in 2009.
// 59
14. Trade and other receivables
The detail of the balance of “Trade and Other Receivables” at 31 December 2010 and 2009 is as follows:
Trade receivables
Doubtful trade receivables
Amounts to be billed for work performed
Total trade receivables for sales and services
Receivable from associates
Sundry accounts receivable
Current concessions under the financial asset model (Note 12)
Financing of the shortfall in revenue from regulated activities in Spain
Compensation payments for non-mainland production cost overruns
2010
2009
2008
1,675,232
1,838,449
2,691,295
101,502
50,150
44,086
460,650
519,224
468,071
2,186,032
2,401,759
3,260,868
4,446
4,609
58
289,685
241,496
784,709
26,397
39,796
15,028
--
--
57,000
--
--
51,000
Allowances
(137,598)
(109,378)
(190,547)
Total trade and other receivables
2,368,962
2,578,282
3,978,116
Customer advances
(530,885)
(569,872)
(645,878)
Total net balance at 31 December
1,838,077
2,008,410
3,332,238
The breakdown, by business activity, of the balance of trade receivables for sales and services,
net of customer advances, is as follows:
2010
2009
1,076,112
1,359,365
(2,253)
(7,630)
energy
642,263
350,100
logistiC and transPort serviCes
157,538
147,306
Water and environmental serviCes
275,850
254,877
infrastruCture
real estate
endesa
// 60
The breakdown, by type of customer, of the net balance of construction trade receivables is as
follows:
state
2010
2009
162,857
191,164
autonomous Community governments
14,801
41,452
muniCiPal CounCils
67,795
76,619
other
361,257
496,661
PubliC seCtor subtotal
606,710
805,896
Private seCtor subtotal
272,182
321,974
--
156
169,446
145,835
intra-grouP transaCtions
(480,879)
(241,599)
total domestiC Customers
878,892
1,127,870
total net balanCe at 31 deCember
1,838,077
2,008,410
total foreign Customers
203,533
190,700
other business aCtivities
The breakdown relating to the construction business is as follows:
Progress billings
2010
2009
837,150
1,180,893
464,972
amounts to be billed for Work Performed
435,966
sundry aCCounts reCeivable
240,088
72,402
alloWanCes
(65,840)
(43,346)
1,674,921
total ConstruCtion trade reCeivables
1,447,364
Customer advanCes
(364,939)
(356,351)
total net balanCe at 31 deCember
1,082,425
1,318,570
// 61
15. Cash and cash equivalents
16. Equity
The detail of the balance of “Cash and Cash Equivalents” at 31 December 2010 and 2009 is as follows:
a) SubScribeD anD authoriZeD Share
capital
The Parent’s share capital consists of
63,550,000 fully paid ordinary shares of EUR
1 par value each, all with the same rights, and
represented by book entries. All the Parent’s
shares are listed and there are no Bylaw
restrictions on the transfer of such shares.
Cash
dePosits and other
total Cash and Cash equivalents
“Cash and Cash Equivalents” includes mainly
the Group’s cash and bank deposits with an
original maturity of three months or less.
“Deposits and Other” includes mainly cash
used to secure compliance with certain
2010
2009
899,244
810,732
469,374
524,916
1,368,618
1,335,648
liabilities relating to bank borrowings and
which is therefore for restricted use.
In 2010 and 2009, the cash and cash equivalent
balances earned interest at market rates.
At 31 December 2010, 2009 and 2008, per
the notifications received by the Company,
Grupo Entrecanales, S.A. held a direct and
indirect ownership interest totalling 59.63%
of the share capital.
b) Share premium anD reServeS
The balance of the “Share Premium” account,
which at 31 December 2010, 2009 and 2008
amounted to EUR 170.11 million, arose as
a result of the capital increases with share
premiums carried out on various occasions.
The Consolidated Spanish Limited Liability
Companies Law expressly permits the use
of the share premium account balance to
increase capital and does not establish any
specific restrictions as to its use.
// 62
The detail of the share premium, reserves and valuation adjustments in the consolidated
statement of changes in equity is as follows:
share Premium
revaluation reserves
legal reserve
reserve for retired CaPital
2010
2009
2008
170.110
170.110
170.110
--
--
428
13.248
13.248
13.248
4.408
4.408
4.408
4.015.107
2.891.714
2.688.450
7.332
7.332
7.332
--
--
159.760
Consolidated reserves
1.510.059
1.613.451
1.346.351
subtotal reserves
5.550.154
4.530.153
4.219.977
total reserves
44.120
(27.511)
(353.981)
total reserves
5.594.274
4.502.642
3.865.996
voluntary reserves
Canary island investment reserve
reserve for treasury shares
The legal reserve, to which transfers must
be made until it reaches 20% of the share
capital, can be used to increase capital
provided that the remaining reserve balance
does not fall below 10% of the increased
share capital amount. Otherwise, until the
legal reserve exceeds 20% of share capital,
it can only be used to offset losses, provided
that sufficient other reserves are not available
for this purpose.
c) treaSury ShareS
The changes in 2010, 2009 and 2008 in treasury shares were as follows:
2010
2009
2008
number of shares
Cost
number of shares
Cost
number of shares
Cost
beginning balanCe
1,487,612
155,333
1,529,881
159,978
1,469,953
153,894
additions
1,851,904
113,749
9,575
768
70,864
7,233
disPosals
(51,847)
(5,410)
(51,844)
(5,413)
(10,936)
(1,149)
3,287,669
263,672
1,487,612
155,333
1,529,881
159,978
ending balanCe
In 2010, 51,847 shares were disposed of
(2009: 51,844 shares), giving rise to a loss
of EUR 1.748 million (2009: EUR 375,000),
the net amount of which was recognized as a
period reduction in reserves.
In 2010 there was a reduction of 30,389
shares due to the delivery of shares to senior
management under the Share Grant Plan
approved by the shareholders at the Annual
General Meeting (see Note 35). 30,113
shares were delivered under this Plan at 31
December 2009.
// 63
d) Reserves of consolidated companies and translation differences
The detail, by line of business, of the consolidation reserves contributed by subsidiaries, joint ventures and associates and of the related translation
differences at 31 December 2010 and 2009 is as follows (in thousands of euros):
2010
2009
2008
Consolidated
reserves
Translation
differences
Consolidated
reserves
Translation
differences
Consolidated
reserves
Translation
differences
Infrastructure
310,113
6,818
294,527
(2,795)
212,061
(7,795)
Real estate
(31,001)
372
48,372
(6,809)
147,350
(9,447)
Energy
571,266
34,486
516,979
(18,045)
430,585
(34,017)
Logistic and transport services
(19,222)
1,014
(18,158)
71
292,145
95
28,701
701
21,466
(137)
73,895
(586)
690,326
729
779,542
204
9,010
(110)
(302,121)
Line of business
water and environmental services
Other businesses
Contribution of Endesa business
segment
Consolidation adjustments
Total
A breakdown, by company, of the
consolidation reserves at fully and
proportionately consolidated companies
and at companies accounted for using the
equity method and of the related translation
differences at 31 December 2010 is provided
in Appendix V.
--
--
--
--
204,138
(40,124)
--
(29,277)
--
(22,833)
--
1,510,059
44,120
1,613,451
(27,511)
1,346,351
(353,981)
In addition to the Parent, at 31 December
2010 the Group company Mostostal
Warszawa, S.A. was listed. The average
market price of this company in the last
quarter was PLN 62.95 and the market price
at year-end was PLN 61.15.
e) Valuation adjustments
Available-for-sale financial assets
This heading under “Accumulated Gains”
in the consolidated balance sheet includes
the amount, net of the related tax effect, of
changes in the fair value of assets classified
as available for sale. These differences are
recognized in the income statement when
the assets that give rise to them are sold.
The changes in the balance of “Available-for-Sale Financial Assets” in 2010 and 2009 were as
follows:
Balance at 1 January
2010
2009
13,254
10,146
Increases in value in the year
--
2,857
Decreases in value in the year
(2,650)
(2,603)
Transfer due to changes in the scope of consolidation
Balance at 31 December
The changes in 2010 and 2009 relate
almost entirely to the change in value of the
investments on Spanish Stock Exchanges and
Markets.
The transfer due to changes in the scope of
consolidation in 2009 related in full to the
amount included in valuation adjustments at
the ACCIONA Group due to the consolidation
--
2,854
10,604
13,254
of Endesa, S.A., which was derecognized
following the sale of the investment.
Cash floW hedges
This heading under “Accumulated Gains” in
the consolidated balance sheet includes the
amount net of the tax effect of changes in the
fair value of financial derivatives designated as
cash flow hedging instruments (see Note 20).
// 64
// 65
The changes in the balance of this item in 2010 and 2009 were as follows:
2010
2009
balanCe at 1 January
(146,263)
(329,425)
inCreases in value in the year
(134,138)
(202,148)
deCreases in value in the year
--
47,732
79,612
246,329
transfer to inCome for the year
transfer due to Changes in the sCoPe of Consolidation
balanCe at 31 deCember
f) non-controlling intereStS
The balance of “Non-Controlling Interests” in
the accompanying consolidated balance sheet
reflects the equity of non-controlling interests
in the subsidiaries. Also, “Non-Controlling
Interests” in the accompanying consolidated
income statement reflects the share of noncontrolling interests of the profit or loss for
the year.
--
91,249
(200,789)
(146,263)
The changes in 2009 were as follows (in thousands of euros):
ComPany
hosPital del norte
mostostal WarszaWa subgrouP
neCsoren, s.a.
Parque reforma
aCCiona energía subgrouP
balanCe at
31/12/08
additions and
Changes in
oWnershiP interests
differenCe Prior years and
other
Profit
(loss) for
2009
balanCe at
31/12/09
458
--
(19)
23
462
50,708
2,311
3,347
17,902
74,268
26
(26)
--
--
--
6,330
--
87
(1,117)
5,300
130,759
114,851
14,066
(4,082)
5,924
ineuroPa de CogeneraCión subgrouP
460
--
(210)
(184)
66
aCCiona infraestruCturas subgrouP
6,773
(6,248)
(314)
434
645
388
390
--
--
(2)
aCCiona forWarding subgrouP
(31)
--
(46)
134
57
125,093
(39,976)
(19)
2,196
87,294
200
trasmediterranea subgrouP
biogás gestión madrid
endesa subgrouP
Ceatesalas subgrouP
total non-Controlling interests
127
--
(62)
135
1,617,886
(1,650,910)
33,024
--
--
6,094
--
(540)
1,153
6,707
1,929,165
(1,680,783)
31,166
26,598
306,146
// 66
The changes in 2010 were as follows (in thousands of euros):
Balance at
31/12/09
Additions and
changes in
ownership interests
Difference prior years and
other
Profit
(Loss) for
2010
Balance at
31/12/10
462
--
(34)
48
476
74,268
--
(2,853)
6,464
77,879
5,300
--
615
(288)
5,627
130,759
--
12,388
8,870
152,017
Ineuropa de Cogeneración Subgroup
66
--
(547)
(1,623)
(2,104)
645
--
154
1,306
2,105
388
(388)
--
--
--
Company
Hospital del Norte
Mostostal Warszawa Subgroup
Parque Reforma
ACCIONA Forwarding Subgroup
Trasmediterranea Subgroup
Biogás Gestión Madrid
Ceatesalas Subgroup
Total non-controlling interests
g ) Capital management
The main objectives of the Group’s capital
management are to safeguard its capacity
to continue operating as a going concern
so that it can continue to provide returns
to shareholders and to benefit other
stakeholders, and also to maintain an
optimal financial and equity structure to
reduce the cost of capital. As a result of this
policy, creating value for the shareholder
is compatible with access to financial
markets at a competitive cost in order to
57
--
(103)
--
(46)
87,294
(20)
38
731
88,043
200
--
(82)
9
127
6,707
(15)
(373)
1,474
7,793
306,146
(423)
9,203
16,991
331,917
cover both debt refinancing and investment
plan financing needs not covered by funds
generated by the business.
In order to maintain and adjust the
capital structure, the Group may vary the
amounts of the dividends payable to the
shareholders, return capital, issue shares or
sell assets to reduce debt.
In line with other groups in the industries
in which the ACCIONA Group operates,
the capital structure is controlled based on
the gearing ratio, which is calculated as the
result of dividing net debt by equity. Net
debt is calculated as the sum of current
and non-current bank borrowings, excluding
those relating to held-for-sale assets, less
current financial assets and cash and cash
equivalents.
// 67
The directors of the ACCIONA Group consider that the gearing ratio at 31 December 2010 is
adequate, the detail being as follows:
Gearing ratio
(Millions of euros)
2010
2009
Net financial debt
6,587
7,263
Non-current bank borrowings
4,996
7,130
Current bank borrowings
3,215
1,584
(1,624)
(1,451)
Current financial assets and cash and
cash equivalents
equity
Of the Parent
Of non-controlling interests
Gearing ratio
6,063
6,088
5,731
5,781
332
306
109%
119%
h) Restriction on the distribution
of funds by subsidiaries
Certain Group companies have clauses in
their financing contracts that have to be met
in order to be able to distribute profits to
shareholders.
17. Provisions
The detail of the changes in “Non-Current Liabilities - Provisions” on the liability side of the balance sheet at 31 December 2010 and 2009 is as
follows (in thousands of euros):
Balance at 31/12/08
Provision for
contingencies
Provision for thirdparty liability
Other provisions
Total
34,263
346,045
909,875
1,290,183
Additions/Period provisions
15,010
12,870
143,778
165,041
Disposals
(1,084)
(12,956)
(25,953)
(39,992)
Transfers
Other changes
Balance at 31/12/09
28,176
(2,378)
(4,423)
21,375
(24,760)
(102,893)
(831,863)
(959,517)
483,707
51,605
240,688
191,414
Additions/Period provisions
29
17,965
45,145
63,139
Disposals
(1)
(18,233)
(4,344)
(22,578)
Transfers
--
(3,778)
1,731
(2,047)
Other changes
1
2,055
1,897
3,953
51,634
238,697
235,843
526,174
Balance at 31/12/10
These provisions cover, on the basis of the best
estimate of the Parent’s directors, the liabilities
that might arise from the various lawsuits,
appeals and disputes in progress and the
obligations outstanding at year-end.
Also, as indicated in Note 8, when the Group’s
investment in associates accounted for using the
equity method is reduced to zero, the additional
losses are recognized as a liability under “LongTerm Provisions” in the consolidated balance
sheet. The detail of the assets, liabilities, revenue
and profit or loss for 2010 of the associates for
which a provision is recognized, in proportion
// 68
to the Group’s ownership interest therein, is as
follows:
Infrastructure
concession-holders
Assets
Non-current assets
333,517
Current assets
132,622
Total assets
466,139
Liabilities
Equity
(84,728)
519,513
Current liabilities
31,356
466,141
Result
Revenue
23,531
Profit before tax of continuing operations
(9,923)
Profit/(loss) before tax
The main change in 2009 under “Provisions”
related to the derecognition of the provisions
originating from Endesa, S.A. once this
segment had been classified as a discontinued
operation and sold. The amount derecognized
totalled EUR 958.383 million.
Provisions for pensions and
similar obligations
“Provisions – Other Provisions” in the
accompanying consolidated balance sheet
includes the provisions for pensions and
similar obligations that arose due to the
--
acquisition of assets and/or companies from
the Endesa Group in 2009 (see Note 24). The
main features of the plans undertaken are as
follows:
i) i) Defined benefit pension plan with salary
increase rate tied to the increase in the CPI.
This plan is treated in exactly the same way
as a defined benefit system. The assumptions
used in calculating the actuarial liability in
respect of the uninsured defined benefit
obligations at 31 December 2010 and 2009
were as follows:
// 69
Interest Rate
Mortality
tables
2010
2009
3.61%
3.53%
GRM/F 95
GRM/F 95
Expected rate
of return on
plan assets
3.6%
3.6%
Salary
increase
2.3%
2.3%
At 31 December 2010 the actuarial liability
amounted to EUR 2.664 million (31 December
2009: EUR 2.407 million). The market value
of the assets included in these plans at 31
December 2010 was EUR 2.166 million (31
December 2009: EUR 1.687 million). At 31
December 2010 and 2009 the final total of the
actuarial assets and liabilities related in full to
defined benefit obligations in Spain.
The amount recognized in the consolidated
income statement for defined benefit pension
obligations accrued during the year and the
accrued financial cost was EUR 158,000 in 2010
(2009: EUR 15,000).
ii) Defined contribution plan. The
contributions made are recognized
under “Staff Costs” in the accompanying
consolidated income statement. At 31
December 2010 the amount recognized
was EUR 334,000 (31 December 2009: EUR
21,000).
iii) Obligations to provide certain employee
welfare benefits during the beneficiary’s
retirement, relating mainly to electricity
supplies.
iv) Company’s obligation to supplement the
public social security system benefits in the
event of termination of the employment
relationship as a result of an agreement
between the parties.
The impact of these plans on the consolidated
income statement is not material.
Other contingent liabilities
In addition to the provisions described above,
the ACCIONA Group companies recorded
provisions at 2010 and 2009 year-end to
cover the possible contingencies that might
arise from litigation in process, since certain
claims had been filed against them in relation
to the activities carried on by them. Group
management considers that no additional
liabilities not provided for in the Consolidated
Financial Statements at 31 December 2010
and 2009 will arise.
// 70
18. Bank borrowings and other financial liabilities
The detail of “Bank Borrowings and Other Financial Liabilities” at 31 December 2010 and 2009 is as follows (in thousands of euros):
2010
Transaction
2009
Current
Non-Current
Current
Mortgage loans for non-current asset
financing
Non-Current
101,494
Mortgage loans for property developments
225,418
249,314
72,647
572,436
--
344,980
Project financing
231,935
--
3,191,417
206,070
3,091,597
Unmatured discounted notes and bills
24,601
--
14,259
2,677
Finance lease payments payable
21,273
38,367
23,707
53,502
2,602,180
1,094,451
911,742
3,073,931
8,294
365,233
10,896
237,014
3,215,195
4,938,782
1,584,301
7,031,157
Other bank loans and credits
Other limited recourse debt
Total bank borrowings and other financial
liabilities
In 2010 and 2009 the Group’s loans and credit
facilities in euros bore interest at floating rates,
most of which were tied to Euribor.
reclassification of both current and non-current
debt contributed by various Group companies,
to “Liabilities Classified as Held for Sale”, as
indicated in Note 24 below.
exclusion from the scope of consolidation of the
debt originating from Endesa, S.A. and of the
bank borrowings specifically arranged to finance
its acquisition. Additionally, the acquisition
from the Endesa Group of certain wind and
hydro electricity generation assets in Spain and
Portugal, formally executed on 25 June 2009
and described in Note 24 to these Consolidated
Financial Statements, was partially financed by
entering into a corporate financing agreement
that included a syndicated loan of EUR 1,000
million and a syndicated credit facility of EUR
500 million, the full amount of which was
drawn down. The loan and the credit facility are
repayable in a lump sum 24 months from the
date the financing agreement was signed, i.e. 18
June 2011. The Group is currently negotiating
a long-term financing transaction which will
replace the current arrangement and is structured
on the basis of the cash flows from these assets.
No specific problems are being encountered to
close this new transaction and the agreement is
expected to be signed in early 2011, and in any
case before the original transaction matures.
At 31 December 2010, the Group companies
had additional undrawn financing of EUR 2,017
million. Group management considers that the
amount of these credit facilities, together with
the current assets, sufficiently covers the Group’s
short-term payment obligations.
At 31 December 2010 and 2009, neither
ACCIONA, S.A. nor any of its major subsidiaries
were in breach of any of their financial or other
obligations, which could give rise to the early
maturity of their financial liabilities.
In 2010 and 2009 there were no defaults or
other non-payments of principal, interest or
repayments of bank borrowings. The Real Estate
division classifies its borrowings as current
liabilities based on the production cycle of the
assets they finance, namely inventories, even
though some of these liabilities mature at
more than twelve months.
// 71
The maturity schedule of non-current bank
borrowings and other financial liabilities, for
the five years following the balance sheet
date, taking into account the foreseeable
subrogations based on sales expectations in
the case of the mortgage loans for property
developments, is as follows:
2012
2013
2014
2015
subsequent
years
total
785,349
650,347
362,739
485,949
2,654,398
4,938,782
O
minimum lease Payments
2010
2009
Within one year
amounts Payable under finanCe leases
23,318
26,723
betWeen one and tWo years
21,986
21,555
betWeen tWo and five years
17,252
32,535
1,462
4,367
total lease Payments Payable
64,018
85,180
less future finanCe Charges
4,378
7,971
Present value of lease obligations
59,640
77,209
less amount due for settlement Within
tWelve months (Current liability)
21,273
23,707
amount due for settlement after 12 months
38,367
53,502
after five years
It is the Group’s policy to lease certain of
its fixtures and equipment under finance
leases. The average lease term is three to
five years. In the year ended 31 December
2010, the average effective borrowing rate
was the market rate. Interest rates are set at
the contract date. All leases are on a fixed
repayment basis and no arrangements have
been entered into for contingent rental
payments.
The decrease with respect to 2009 was mainly
due to the repayments made as established in
the leases.
19. Risk management policy
The involvement of the ACCIONA Group
in various industries and its geographical
diversification expose it to certain risks, which
are managed appropriately through the
application of systems to identify, measure and
assess the different types of risk.
Risk management is based on the Group’s
overall management system and, within this,
a set of specific action procedures whose
objective is firstly to identify, evaluate and
mitigate the risks and secondly to provide
a coverage system (through insurance) to
ensure that any situations in which risk
arises do not jeopardize the Group’s financial
solvency.
Each of the Group’s business areas applies
its own risk evaluation and control policy
and the Group establishes and coordinates
the maximum acceptable levels of risk for
each business, thus guaranteeing consistency
and uniformity with the Group’s global risk
management policy and keeping the business
area informed at all times of the exposure to the
risk assumed by the Group as a whole.
Financial risk management
objectives
The main functions of the Group’s treasury
department are to serve the business, coordinate
access to domestic and international financial
markets and to monitor and manage the risk
relating to the Group’s transactions.
Accordingly, the exposure, level and magnitude
of such risks are analyzed. These risks include
market risk (which, in turn, includes currency risk,
interest rate risk and price risk), credit risk and
liquidity risk.
The Group seeks to minimize these risks using
derivative financial instruments. As stated in
Note 3.2-I, the use of financial derivatives is
governed by the Group’s policies approved by
the Board of Directors. These risk management
policies include principles regarding foreign
currency risk, interest rate risk, procurements,
credit risk, the use of derivative and nonderivative instruments and policies regarding the
investment of cash surpluses.
Interest rate risk
Interest rate fluctuations change the future
flows from assets and liabilities that bear
floating-rate interest.
Interest rate risk is particularly important in
relation to the financing of infrastructure
projects, concession contracts, the construction
of wind farms or solar facilities and other
projects in which project profitability depends
on possible changes in interest rates, since it is
directly linked to project cash flows.
Based on the ACCIONA Group’s projections of
the trend in interest rates and of debt structure
targets, hedging transactions are carried out
by arranging derivatives that mitigate these
risks. The level of debt hedged in each project
depends on the type of project in question and
the home country of the investment.
The reference interest rate for the borrowings
arranged by the ACCIONA Group companies
is mainly Euribor. The borrowings arranged for
projects in Latin America are normally tied
to the local indexes customarily used in the
banking industry.
Sensitivity test on derivatives and
debt
The financial instruments exposed to interest
rate risk are mainly floating rate borrowings
and derivative financial instruments.
In order to be able to analyze the effect that
a possible fluctuation in interest rates might
have on the Group’s accounts, a simulation was
performed which assumed a 50-basis point
increase and decrease in interest rates at 31
December 2010 and 2009.
The sensitivity analysis to upward or downward
changes of 0.50% in floating Euribor interest
rates gave rise to a sensitivity in the Group’s
consolidated income statement arising from an
increase or decrease in borrowing costs of EUR
23.135 million at 31 December 2010.
The analysis of the sensitivity to upward or
downward changes in the long-term interest
rate curve with respect to the fair value of
// 72
// 73
interest rate derivatives included in cash flow
hedges is as follows:
31/12/2010
+0.5%
-0.5%
101,062
(107,559)
Foreign currency risk
The Group operates in the international
market and, therefore, is exposed to
currency risk on the transactions performed
by it in foreign currencies, particularly the
US dollar, the Australian dollar and the
Canadian dollar.
Management of this risk is the responsibility
of the Group’s Economic and Financial
Department, which uses a non-speculative
approach.
with its acceptable risk limits. Occasionally,
non-current assets in currencies other than
the euro are financed in the same currency as
that in which the asset is denominated.
Also, the net assets relating to net
investments in foreign operations whose
functional currency is not the euro are
exposed to foreign currency risk in the
translation of the financial statements of
these foreign operations on consolidation.
Procurement price risk
The ACCIONA Group is exposed to fluctuations
in the price of procurements, mainly fuel in
its sea transportation business and, to a lesser
degree, raw materials in its biofuel production
business, when such fluctuations cannot be
passed on to its customers.
Debt denominated in foreign currencies;
arranged by Group companies and associates;
Payments to be made in international markets
for procurements, mainly fuel;
Collections tied mainly to the performance of
the US dollar.
Most fuel purchase transactions are carried
out in international markets. Fluctuations in
procurement prices are managed through
short-term measures, i.e. within one year,
which is considered to be the normal period
for the implementation of the appropriate
commercial policies. The risk is managed by
arranging specific hedges, generally in the
form of derivatives, to maintain the economic
balance of the procurements.
In order to mitigate foreign currency risk, the
ACCIONA Group uses currency derivatives and
foreign currency hedges to cover significant
future transactions and cash flows, in keeping
Fluctuations in procurement prices are
managed at short and medium term through
specific hedging transactions, generally using
derivatives.
Foreign currency risk relates basically to the
following transactions:
The Group performed a sensitivity analysis in
relation to the possible changes in fuel prices.
Based on this analysis it was estimated that a
5% change in prices would have an effect on
2011 profit of approximately EUR 3 million.
Credit risk
Credit risk is the risk that a counterparty to
a contract does not meet its contractual
obligations, giving rise to a financial loss for the
Group. The Group has adopted a policy of only
trading with solvent third parties and obtaining
sufficient guarantees to mitigate the risk of
financial loss in the event of non-compliance.
The Group only trades with entities rated at the
same or higher investment level as the Group
and obtains information on its counterparties
through independent company valuation
agencies, other public sources of financial
information or the information it obtains from
its own relationships with customers.
Notes receivable and trade receivables relate
to a large number of customers spread over
different industries and geographical areas.
Credit relationships with customers and their
solvency are assessed on an ongoing basis
and credit guarantee insurance is arranged
when it is considered necessary. The Group
assesses non-payment risk prior to entering into
contracts with public and private customers
(basically in the infrastructure business). This
assessment includes both a solvency study
and supervision of contractual requirements
from a financial and legal guarantee viewpoint.
During the course of the projects, the correct
performance of the debt is monitored
constantly, and the related value adjustments
are made using accounting criteria.
The Group does not have significant
exposure to credit risk with any of its
customers or groups of customers with
similar characteristics. Similarly, credit risk
concentration is not significant.
The credit and liquidity risk of derivative
instruments with a positive value is limited
by the ACCIONA Group, since both cash
placements and the arrangement of
derivatives are made with highly solvent
counterparties with high credit ratings and
no counterparty has significant levels of total
credit risk.
Liquidity risk
The ACCIONA Group manages liquidity risk
prudently by ensuring that it has sufficient
cash and marketable securities and by
arranging committed credit facilities for
amounts sufficient to cater for its projected
requirements.
Ultimate responsibility for liquidity risk
management lies with the Economic and
Financial Department, which prepares the
appropriate framework to control the Group’s
liquidity requirements at short, medium
and long term. The Group manages liquidity
risk by holding adequate reserves, providing
appropriate banking services, having available
loans and credit facilities, monitoring projected
and real cash flows on a continuous basis and
pairing them against financial asset and liability
maturity profiles.
// 74
// 75
20. Derivative financial instruments
Interest rate hedges
The ACCIONA Group regularly arranges
interest rate derivatives, which are
designated as hedge accounting instruments.
These instruments are used to hedge
possible changes in cash flows of interest
payments on long-term floating rate
financial liabilities.
Interest
rate hedge
(thousands of
euros)
The detail of the derivative financial
instruments arranged and outstanding
at 31 December 2010 and 2009, which
are recognized at market value in the
accompanying consolidated balance sheet
under “Assets” or “Liabilities”, depending on
this value and the method of inclusion in the
ACCIONA Group, is as follows:
2010
ContraCtual
notIonal
2009
FInanCIal
lIabIlItIes
heldFor-sale
lIabIlItIes
FInanCIal
assets
Investment In
assoCIates
ContraCtual
notIonal
FInanCIal
lIabIlItIes
17,589
216
(55,699)
2,166,828
183,642
368
(1,893)
(6,254)
32,395
1,221
--
(5,772)
62,517
835
--
--
2,261,740
185,698
368
(7,665)
FInanCIal Investment In
assets
assoCIates
Cash Flow hedges:
Interest
rate swaps
2,878,685
188,451
Collars
75,102
903
Caps
55,517
725
3,009,304
190,079
total
17,589
216
(61,953)
(*) The amount of the investment in associates indicated is net of tax.
The most commonly used interest rate
derivatives are interest rate swaps, the purpose
of which is to set or limit fluctuations in the
floating interest rates of hedged borrowings.
The Group arranges these financial derivatives
mainly to hedge the cash flows on the debt
arranged to finance wind farms or solar facilities,
in the case of the Energy division, and to finance
the infrastructure concessions operated mainly
through jointly-controlled entities and associates.
At 31 December 2010 and 2009, the fixed
interest rates on these financial derivatives
ranged from 6% to 1.385% for both years.
The amounts recognized by the Group are
based on the market values of equivalent
instruments at the balance sheet date.
Substantially all the interest rate swaps are
designated and effective as cash flow hedges
and the fair value thereof is deferred in equity.
Changes in the fair value of these instruments
are recognized directly in equity (see Note
16-e). The net deferred tax asset arising on
recognition of these instruments amounted to
EUR 57.7 million at 31 December 2010 (31
December 2009: EUR 55.458 million) and was
recognized in equity (see Note 23).
The methods and criteria applied by the Group
to measure the fair value of these financial
instruments are described in Note 3.
consolidAted bAlAnce sheets 2010
AccionA Consolidated Financial Statements and Directors’ Report 2010
// 76
The notional value of the liabilities hedged by interest rate hedges was as follows:
2010
2009
group CompanIes
or joIntly
Controlled
entItIes
assoCIates
2,670,256
339,048
ContraCtual notIonal amount
The contractual notional amounts of the
contracts entered into do not reflect the risk
assumed by the Group, since these amounts
total
group CompanIes
or joIntly
Controlled
entItIes
assoCIates
total
3,009,304
2,063,719
198,021
2,261,740
merely represent the basis on which the
derivative settlement calculations are made.
The changes in the notional amounts of the
financial instruments arranged for the coming
years are as follows:
2011
2012
2013
2014
2015
2020
2,835,645
2,740,376
2,281,755
2,100,926
1,949,022
1,064,739
Fuel hedges
The Group uses financial derivatives to
manage the risk of fuel purchase price
fluctuations in international markets. The
Group manages this risk by arranging
financial instruments to mitigate fuel price
fluctuations.
these derivatives in 2009 were unfavourable
to the Group and a cost of EUR 4 million
relating to the contracts that matured during
the year was recognized in the consolidated
income statement as an addition to the cost
of procurements. In 2010 gas oil and fuel oil
purchases were not hedged.
In 2009 the Group, through its subsidiary
Compañía Trasmediterranea, hedged its
gas oil and fuel oil purchases by arranging
derivative financial instruments which ensured
a maximum purchase price in USD per tonne,
for a total of 83,737 tonnes of fuel oil and
15,367 tonnes of gas oil. The settlements of
The Group has also hedged fuel oil price
fluctuations for 2011 by arranging three
derivatives which ensure a fixed exchange
rate for fuel oil purchases amounting to EUR
60 million in this year. The pertinent hedging
relationships were designated at 31 December
2010 by the Parent and are fully effective.
These hedging relationships cover the risk of
price fluctuations of the fuel oil hedged.
At 31 December 2010, the measurement
of this financial instrument gave rise to a
gain for the Group and an amount of EUR
1.431 million was recognized under “NonCurrent Financial Assets” (see Note 10) with
a balancing entry directly in equity as the
effective portion of the cash flow hedging
relationships, net of the deferred tax.
// 77
Foreign exchange hedges
The Group uses currency derivatives to
hedge significant future transactions
and cash flows. The Group is a
party to a variety of forward foreign
currency contracts and options in the
management of its foreign currency
risks. The instruments purchased are
denominated mainly in US dollars and
Australian dollars.
The detail of the transactions outstanding at 31 December 2010 and 2009 is as follows (in thousands of euros):
Foreign currency purchase
2010
2009
Currency
Last year of maturity
Amount arranged
Effect of measurement
at market value
Amount arranged
Effect of measurement
at market value
USD
29/01/10
--
--
2,765
82
AUD
02/08/11
--
--
79,379
4,745
USD
29/12/09
--
--
--
--
PLN
26/10/10
--
--
36,172
1,076
USD
31/03/10
--
--
7,502
(585)
AUD
08/08/11
34,835
7,834
--
--
USD
11/03/11
1,016
(26)
--
--
USD
30/12/11
138,310
(11,992)
--
--
PLN
26/04/11
3,815
(106)
--
--
177,976
(4,290)
125,818
5,318
total
At 31 December 2010, market values of
foreign currency hedges amounting to
EUR 12.124 million were recognized under
“Financial Derivatives at Fair Value” (see Note
10) and EUR 7.834 million were recognized
under “Bank Borrowings and Other Financial
Liabilities”. The amounts recognized by the
Group are based on the market values of
equivalent instruments at the balance sheet
date. Substantially all the currency purchase
transactions are designated and effective as
cash flow hedges and the fair value thereof is
deferred in equity.
In 2010 and 2009 the Group hedged a portion
of its US dollar purchases and payments to
creditors through tunnel option purchases and
foreign currency hedges, and a portion of its
sales denominated in Australian dollars and
Polish zlotys through foreign exchange hedges.
The settlements of these derivatives in 2010
led to the recognition of a cost reduction of
EUR 2 million under “Procurements - Fuel
Used”, and a reduction of EUR 12.428 million
in revenue.
The settlements of these derivatives in 2009
resulted in a gain of EUR 2.444 million which
was recognized in the consolidated income
statement. Of this amount, EUR 805,000
were recognized as a reduction in the cost
of procurements for transactions that had
matured during the year and EUR 1.639 million
as income from transactions that had matured
during the year.
Other derivative financial
instruments
At 31 December 2010 there were other
derivative financial instruments in force
recognized at fair value in the accompanying
consolidated balance sheet, which had been
arranged by the ACCIONA Group, the detail
being as follows:
With respect to foreign currency purchase,
in 2009 ACCIONA Group arranged a foreign
currency hedge that it designated for a
transaction envisaged as highly probable
but which ultimately did not take place. The
effect of this transaction on the 2009 income
statement was EUR 3.976 million and is
recognized under “Gains Resulting from Changes
in Value of Financial Instruments at Fair Value”.
In 2009 the ACCIONA Group discontinued
hedge accounting, prospectively, for the
interest rate derivative, since following the
novation of the underlying loan this derivative
31/12/10
Contractual
notional
amount
Interest rate swap
Foreign currency
purchase (AUD)
TOTAL
31/12/09
Financial
liabilities
Contractual
notional
amount
Financial
liabilities
204,759
21,134
214,008
19,095
--
--
18,466
3,976
204,759
21,134
232,474
23,071
no longer qualified for hedge accounting.
The portion of the fair value that had been
recognized as valuation adjustments until the
time hedge accounting was discontinued, and
which amounted to EUR 12.114 million net of
the tax effect, is being transferred to profit or
loss during the period until the maturity of the
transaction, based on the foreseeable reduction
of the notional amount. At 31 December 2010
the balance yet to be transferred to profit or
loss amounted to EUR 8.748 million.
The effect of this interest rate swap
transaction on the 2010 income statement
was EUR 4.41 million (2009: EUR 2.1 million)
and is recognized under “Gains/Losses from
Changes in Value of Financial Instruments at
Fair Value”.
Lastly, it should be mentioned that the two
Australian energy subsidiaries have entered
into contracts which enable them to set the
future electricity sale price for a specific MW
volume. These contracts are measured at
market value and the changes in value are
recognized in equity as valuation adjustments.
At 31 December 2010 there was a balance
payable in “Reserves” net of the tax effect
amounting to EUR 9.456 million, with
balancing entries in accounts receivable and
accounts payable of EUR 15.64 million and
EUR 2.131 million, respectively.
// 78
// 79
Summary of effects on valuation adjustments at 31 December 2010
The effects on equity of the derivative financial instrument valuations at 31 December 2010 are summarized below:
Financial liability due to interest rate hedge (Note 20)
Held-for-sale liability due to interest rate hedge (Note 20)
Financial asset due to interest rate hedge (Note 20)
Investment in associates due to interest rate hedge, net of tax (Note 20)
Net deferred tax asset due to interest rate hedge (Note 20)
Other, mainly due to translation differences in derivatives
Balance adjusted due to changes in value of interest rate hedging transactions
31/12/10
190,079
17,589
(216)
61,953
(57,700)
(1,744)
209,961
Balance adjusted due to changes in value of fuel hedging transactions (net of external cost and tax)
(1,381)
Balance adjusted due to changes in value of foreign currency hedging transactions (net of external costs and tax)
(7,566)
Balance adjusted due to changes in value of energy contract (net of external costs and tax)
(9,455)
Balance adjusted due to changes in value of transactions with discontinued hedging (net of tax)
Other, mainly due to translation differences in derivatives
Total balance receivable for valuation adjustments at 31 December 2010 (Note 16)
8,748
482
200,789
// 80
21. Preference shares, debt instruments
and other marketable securities
The changes in the balances of these current and non-current liability
items in the consolidated balance sheets in 2010 and 2009 were as
follows:
(thousands of euros)
begInnIng balanCe
net InClusIon oF CompanIes In the
group
Issues
2010
2009
100,760
3,135,914
5,024
--
54,441
--
7,124
145
(2,975)
(1,140)
other Changes
(106,837)
(3,034,159)
endIng balanCe
57,537
100,760
aCCrued Interest payable
redemptIons
In 2010 the main changes under “Preference
Shares, Debt Instruments and Other
Marketable Securities” related to the
placement of a private bond issue by the
Canadian subsidiary Chinook Roads Partnership
amounting to EUR 54.441 million, to be used
as described at the end of this Note, and to
the transfer of the current and non-current
debt instrument balance amounting to EUR
110.944 million to “Non-Current Liabilities Liabilities Classified as Held for Sale” for those
concessions with outstanding issues which
were classified as such at 31 December 2010.
In 2009 the main change under “Preference
Marketable Securities” related to the disposal
of all the debt securities originating from
Endesa, S.A. after this segment was classified as
a discontinued operation and sold. The amount
derecognized totalled EUR 3,045 million.
The maturity schedule for these debt
instruments for 2011 and the following four years is as follows:
2011
2012
2013
2014
2015
subsequent
years
total
--
--
168
658
704
56,007
57,537
At 31 December 2010, the details of the issue
composing the balance under “Preference
Marketable Securities” were as follows:
This balance relates to a private bond issue
placed by the Canadian subsidiary Chinook
Roads Partnership and rated “A” by the
Standard and Poors credit rating agency. The
amount of the issue, EUR 54.441 million, is
to be used as part of the financing required
to undertake the construction, operation and
maintenance of the Southeast Stoney Trail
motorway in the city of Calgary (Canada).
This issue was launched on 31 March 2010
and bears annual interest of 7.134% payable
monthly on the last working day of each
month during the construction phase and
quarterly during the operation phase. The
debt will be repaid in quarterly instalments
// 81
beginning on 31 December 2013 and ending
on 31 March 2043.
The details of the debt instrument issues
launched by Autovía de los Viñedos, S.A.
and Sociedad Concesionaria de Autopistas
Metropolitanas, S.A. and outstanding at 31
December 2010, but which were classified as
“Non-Current Liabilities – Liabilities Classified
as Held for Sale”, are as follows:
The issue at the subsidiary Autovía de los
Viñedos, S.A., amounting to EUR 64.1 million,
with respect to which the Group accounted for
the 50% relating thereto. This issue, which was
launched on 28 October 2004, bears annual
interest of 4.79% payable on 15 December
each year throughout the term of the issue.
Redemption of the bonds will commence
on 15 December 2009 until they are fully
redeemed on 15 December 2027. The issue is
secured by an XL Capital Assurance insurance
policy. At 31 December 2010, the amount
transferred from the current and non-current
balances under “Debt Instruments and Other
Marketable Securities” to “Liabilities Classified
as Held for Sale” amounted to EUR 30.611
million.
The issue at the Chilean subsidiary Sociedad
Concesionaria de Autopistas Metropolitanas,
S.A., amounting to 5,000,500 UF currency
units, with respect to which the Group
accounted for the 50% relating thereto. This
issue was launched on 11 November 2004 and
bears annual interest of 4.5%. Accrued interest
is being paid every six months from 15 June
2006 and the principal will be repaid from 15
June 2008 until the issue is fully redeemed on
15 December 2028. The issue is secured by
an XL Capital Assurance insurance policy. At
31 December 2010, the amount transferred
from the current and non-current balances
under “Debt Instruments and Other Marketable
Securities” to “Liabilities Classified as Held for
Sale” totalled EUR 80.333 million.
// 82
22. Other non-current and current liabilities
The detail of “Other Non-Current Liabilities” and “Other Current Liabilities” in the consolidated balance sheet is as follows (in thousands of euros):
non-Current
other lIabIlItIes
oblIgatIons under FInanCe leases
Current
2010
2009
2010
2009
85,703
5,254
98,992
7,209
--
--
--
--
grants
128,174
115,045
--
--
other deFerred InCome
166,380
200,008
--
--
--
--
65,390
56,811
Co2 emIssIon allowanCes
remuneratIon payable
other payables
230,224
236,622
451,913
433,298
endIng balanCe
610,481
556,929
616,295
497,318
“Other Deferred Income” relates mainly
to deferred income arising from the
development of wind farms in the US in the
Energy division.
The detail of “Obligations under Finance
Leases”, which relates mainly to outstanding
lease payments, including the purchase
option on certain vessels of the Compañía
Trasmediterranea, S.A. subgroup, is as follows:
mInImum lease payments
amounts payable under leases
2010
2009
wIthIn one year
99,015
7,528
between one and two years
85,518
5,342
between two and FIve years
210
198
aFter FIve years
--
--
total lease payments payable
184,743
13,068
less Future FInanCe Charges
48
605
184,695
12,463
less amount due For settlement wIthIn twelve months (Current lIabIlIty)
present value oF lease oblIgatIons
98,992
7,209
amount due For settlement aFter 12 months
85,703
5,254
// 83
The changes in “Grants” in 2010 and 2009 were as follows:
Grants
Balance at 31/12/08
155,605
Additions
101,954
Variations due to changes in the scope of consolidation
“Other Income” taken to income
(103,969)
(5,317)
Other
(33,228)
Balance at 31/12/09
115,045
Additions
Variations due to changes in the scope of consolidation
“Other Income” taken to income
Other
Balance at 31/12/10
9,285
-(7,188)
11,032
128,174
// 84
23. Tax matters
Consolidated Tax Group
Pursuant to current legislation, Consolidated
Tax Groups include the Parent together with
certain subsidiaries that meet the requirements
provided for in Spanish tax legislation. Since
2009 there has been a single Tax Group that
avails itself of this special taxation system, the
Parent of which is ACCIONA, S.A.
The other ACCIONA Group entities file
separate tax returns in accordance with the tax
legislation applicable in the Basque Country,
Navarre, the rest of Spain or that in force in
each country.
Effective from 1 January 2008, the Company
availed itself of the special taxation system for
VAT Tax Groups, envisaged in Title IX, Chapter IX
of VAT Law 37/1992, of 28 December.
Years open for review by the tax
authorities
In 2006 the tax audits initiated in 2005 in
relation to corporation tax for 2000-2002 of
ACCIONA, S.A. as the Parent of the Tax Group
were completed. The tax assessments issued
for these years were signed on a contested
basis, since the Parent considered that the
assessments were unlawful. In particular,
the financial and tax inspection authorities
did not accept the policy for recognizing
the results of the unincorporated temporary
joint ventures (UTEs) in the year in which
the financial statements were approved.
Economic-administrative appeals were filed
against the tax assessment decisions at the
Central Economic-Administrative Tribunal
(TEAC), requesting, in the alternative that,
should the stance adopted by the Spanish tax
authorities be upheld, the refund of the tax
paid incorrectly arising from the tax return
of 2003 - on the results of the UTEs for
2002 declared by the Parent in that year - be
recognized ex officio through its ex officio
offset against the tax deficiency claimed in
the 2002 assessment.
On 12 February 2009, this Tribunal handed
down its decision dated 29 January 2009
whereby, inter alia, it dismissed the claim with
respect to the deferral of the unincorporated
temporary joint ventures’ results to subsequent
years, although it upheld the claims relating to
the elimination from the 2000 taxable profit
(loss) of the UTEs’ results for 1999, since that
year was statute-barred.
On 8 April 2009, the Company filed an appeal
for judicial review at the National Appellate
Court against this decision of the TEAC, since
it considered that the partial dismissal of the
claims was harmful to its interests, and accepted
the tax authorities’ stance that under current
legislation the UTEs’ results could not be
deferred until 2003.
Taking into account the foregoing decision
and the provisions recognized by the Group,
the directors of ACCIONA, S.A. consider that
any liabilities that might arise as an outcome
of the assessments issued for these years
would not have a material effect on the 2010
On 19 June 2009 the tax audits initiated
in February 2008 in relation to corporation
tax for 2003 to 2005 were completed. The
tax assessments issued for 2003 and 2004
were signed on an uncontested basis and on
a partially contested basis for 2005. On 20
August 2009, an economic-administrative
appeal was filed at the TEAC against the
partially contested assessment for 2005.
The tax audits also included the review of
other taxes of the companies belonging to
the Tax Group, which concluded with the
corresponding tax assessments being signed
on an uncontested basis.
The tax assessments that were issued as a result
of the review of the remaining taxes applicable
to the various Tax Group companies were signed
on an uncontested basis for all the tax periods
audited, without any material impact on equity.
At 31 December 2010, the non-statute-barred
years which had not been reviewed were being
reviewed by the tax authorities for income tax
and for the remaining main taxes applicable to
the companies of the consolidated Tax Group.
In general, the other Spanish consolidated
// 85
companies have the last four years open for
review by the tax authorities for the main taxes
applicable to them.
The directors of ACCIONA, S.A. consider
that any liabilities that might arise from the
settlement of the assessment which was
partially contested and appealed against would
have no material effect on the Consolidated
Financial Statements for 2010 taken as a whole.
In view of the varying interpretations that
can be made of the applicable tax legislation,
the outcome of the tax audits of the open
years that could be conducted by the tax
authorities in the future could give rise to
tax liabilities which cannot be objectively
quantified at the present time. However, the
possibility of material liabilities arising in
this connection additional to those already
recognized is remote.
Tax receivables and payables
The detail of the tax receivables and payables at 31 December is as follows:
2010
2009
Non-Current
Current
Non-Current
Current
VAT
--
194,472
--
200,934
Tax refunds
--
59,109
--
284,489
3,343
Tax receivables
Tax receivables for uncollected grants
Deferred tax assets
Other
Total
--
1,595
--
715,337
--
681,259
--
--
39,572
--
47,105
715,337
294,748
681,259
535,871
Tax payables
Income tax
--
18,129
--
23,012
Personal income tax withholdings
--
17,479
--
22,560
173,233
--
147,519
--
VAT
905,847
--
806,836
--
Social security costs
--
23,340
--
18,866
Other local taxes
--
10,084
--
6,590
Other
--
36,063
--
30,270
905,847
252,614
806,836
274,531
Total
In 2010 the main changes relate to the
collection of the tax receivables from the
state and provincial tax authorities.
// 86
The VAT refundable and VAT payable
accounts include balances relating to the
special taxation system for VAT Tax Groups.
R
ConsolIdated proFIt beFore tax
proFIt beFore tax oF dIsContInued operatIons
2010
2009
240,189
220,755
--
1,181,410
permanent dIFFerenCes
73,230
533,758
temporary dIFFerenCes
(242,161)
(410,380)
3,777
(14,293)
oFFset oF tax losses
taxable proFIt
adjusted aCCountIng proFIt
tax rate
adjusted expense at the tax rate
tax CredIts
eFFeCt oF dIFFerent tax rates and adjustments
tax expense per the InCome statement
tax expense oF dIsContInued operatIons
In 2010 the main permanent differences
related to dividends received from Group
companies not included in the Tax Group that
had given rise to the related deductions and
non-deductible provisions.
The permanent differences in 2009 were
mainly due to adjustments in consolidation of
the gain recognized in the separate financial
statements due to the sale of the investment
in Endesa.
75,035
1,511,250
317,312
1,923,930
30%
30%
95,194
577,179
(37,500)
(525,148)
(1,715)
(14,884)
55,979
44,766
--
(7,619)
The temporary differences were mainly due to
the application of accelerated depreciation as
described in this Note.
In 2010 “Offset of Tax Losses” includes,
on the one hand, a negative component
// 87
due to the offset of tax loss carryforwards
amounting to EUR 8.021 million, which
had been generated in prior years and
not been recognized and, on the other, a
positive component of EUR 11.798 million
originating mainly from subsidiaries of the
Real Estate division which do not belong
to the Tax Group and in relation to which
it is estimated that the taxable profit
obtainable in the foreseeable future would
be insufficient to offset their tax losses.
The consolidated companies abroad
calculate their income tax expense in
accordance with the respective applicable
legislation. The Spanish companies
governed by tax regulations in the Basque
Country or Navarre take into account the
particular features of these regulations
when calculating their income tax
expense.
Tax recognized in equity
In addition to the income tax recognized in the consolidated income statement, in 2010 and 2009 the Group recognized the following amounts in
consolidated equity:
Fair value of financial instruments
Financial assets at fair value through equity
Actuarial (losses) and gains on pension plans
Total
2010
2009
(36,121)
(139,005)
23,339
(39,799)
1,136
(109)
(51)
15,798
(11,697)
(163,115)
Pursuant to the tax legislation in force in
the countries in which the consolidated
companies are located, in 2010 and 2009
// 88
certain temporary differences arose that
must be taken into account when quantifying
the related income tax expense.
The deferred taxes arose in 2009 and 2008 as a result of the following:
Deferred tax assets
2010
2009
Tax loss carryforwards
124,320
75,789
Tax credit carryforwards
227,366
202,104
60,140
62,644
16,312
19,125
Provisions for assets and portfolio losses
10,129
14,050
Relating to taxation under the pass-through regime (unincorporated temporary joint ventures)
44,814
60,021
Other
232,256
247,526
Total deferred tax assets
715,337
681,259
Revaluation of financial assets
Reversal of merger goodwill
Allocation of first-time consolidation differences to assets
Revaluation of property, plant and equipment and investment property
2010
2009
4,545
5,681
489
489
25,903
8,067
340,793
359,706
37,892
38,029
8,413
264
35,453
69,848
Other
452,359
324,752
Total deferred tax liabilities
905,847
806,836
Relating to taxation under the pass-through regime (unincorporated temporary joint ventures)
// 89
The ACCIONA Group expects to recover
the tax loss and tax credit carryforwards
recognized through the companies’ ordinary
activities without any equity risk.
The tax credit carryforwards relate mainly
to those generated by the Tax Group whose
Parent is ACCIONA, S.A. At 2010 yearend the cumulative amount of the double
taxation tax credits was EUR 114.562
million, the tax credit for the reinvestment
of extraordinary income amounted to EUR
45.857 million, R&D tax credits amounted
to EUR 39.185 million and environmental
tax credits amounted to EUR 11.358 million.
Most of the deferred tax assets included in
“Other” relate to eliminations of internal
margins, unification adjustments made in
the consolidation process and application of
other countries’ specific legislation.
The deferred tax liabilities included in
“Other” arose mainly due to the accelerated
depreciation and amortization provided for
in Additional Provision Eleven introduced
in Legislative Royal Decree 4/2004
(Consolidated Spanish Corporation Tax Law)
by Law 2/2008, of 23 December. The total
amount arising from this incentive applied
by the Tax Group companies was EUR
160.546 million in 2010 and EUR 372.554
million in 2009. “Other” also includes the
effect of the accelerated depreciation and
amortization and the application of other
countries’ specific legislation.
commitments acquired in connection with
these tax incentives. Consequently, it must
hold, for the stipulated period, the assets for
which the investment or reinvestment tax
credits were taken.
At 31 December 2010, the unused tax loss
carryforwards - within the scope of the tax
consolidation regime - generated by the
subsidiaries before their inclusion in the Tax
Group of which ACCIONA, S.A. is the Parent,
amounted to EUR 187.5 million. In 2009
this amount was EUR 51.2 million. The main
change relates to the inclusion of EUR 152.2
million relating to the unrecognized tax
loss carryforwards of the subsidiaries of the
Compañía Trasmediterranea Subgroup which
were included in the Tax Group in 2010.
In 2006, 2007, 2008, 2009 and 2010
the Parent and certain of the Tax Group
companies availed themselves of the tax
credit for reinvestment of extraordinary
income provided for by Article 42
of Legislative Royal Decree 4/2004
(Consolidated Spanish Corporation Tax Law).
The income qualifying for this tax credit was
EUR 1,061.509 million, EUR 4.988 million,
EUR 147.388 million, EUR 147.744 million
and EUR 86.983 million, respectively. The
income relating to 2006 was reinvested
in 2006, the income relating to 2007 was
reinvested in 2007, the income relating to
2008 was reinvested in 2008, the income
relating to 2009 was reinvested in 2008 and
2009, and the income relating to 2010 was
reinvested in 2009 and 2010. The assets
in which the income was reinvested are
those listed in Article 42 of Legislative Royal
Decree 4/2004, that is, property, plant and
equipment, intangible assets, investment
property and securities representing
holdings of 5% or more in the share capital
or equity of all manner of entities.
The Energy Division subsidiaries in the
US and Australia also recognized tax loss
carryforwards.
Current corporation tax legislation provides
tax incentives to encourage certain
investments. The companies have availed
themselves of the tax benefits envisaged
under this legislation.
The Group, through its Parent and certain
of its subsidiaries, is required to fulfil the
The income was reinvested by the
companies belonging to Tax Group 30/96.
Pursuant to Article 42.10 of the
Consolidated Spanish Corporation Tax
Law, this information must be disclosed
in the notes to the Consolidated Financial
Statements during the period for which the
respective assets must be held as stipulated
in Article 42.8 of the Law.
In accordance with Article 93 of Legislative
Royal Decree 4/2004 (Consolidated
Corporation Tax Law), in 2010 certain Group
companies carried out the transactions
detailed below, which were performed under
the special regime for mergers, spin-offs,
asset contributions and share exchanges:
Merger by absorption of Caserío de
Dueñas, S.A. by Hijos de Antonio Barceló,
S.A. recorded in a public deed on 17
September 2010 with retroactive effect
from 1 January 2010.
Merger by absorption of AEPO, S.A.U. by
ACCIONA Ingeniería, S.A. (formerly Ibérica
de Estudios e Ingeniería) recorded in a
public deed on 24 September 2010 with
retroactive effect from 1 January 2010.
As stipulated in Article 93.3 of the
Consolidated Spanish Corporation Tax Law,
the disclosures required for the transactions
carried out in prior years appear in the Notes
to the corresponding separate financial
statements approved after the transactions
were executed.
In 2008, 2009 and 2010 various companies
of the Tax Group applied the deduction for
impairment losses on ownership interests
in Group companies, jointly controlled
entities and associates, pursuant to Article
12.3 of Legislative Royal Decree 4/2004
(Consolidated Spanish Corporation Tax Law).
The Notes to these companies’ separate
financial statements include the disclosures
required by tax legislation concerning
the amounts deducted, the change in the
year in the investees’ equity, the amounts
included in the taxable profit (tax loss) and
the amounts yet to be included.
// 90
// 91
24. Non-current assets and liabilities classified
as held for sale and discontinued operations
Non-current assets and liabilities
classified as held for sale
In 2010 the idea put forward in the Group’s
business plan of selling certain nonstrategic assets and certain concession
assets started to mature. At its meeting
of 16 December 2010 the Board of
Directors of ACCIONA, S.A. ratified these
decisions and formalized the existing plan
for the sale of these assets. These were
classified at 31 December 2010 under
“Non-Current Assets Classified as Held for
Sale” in the accompanying consolidated
balance sheet, since their amount will be
recovered mainly through a sale transaction
and not through their ongoing use. The
liabilities associated with these assets were
classified under “Non-Current Liabilities Liabilities Classified as Held for Sale” in the
accompanying consolidated balance sheet.
These assets do not constitute discontinued
operations since they do not represent a
line of business.
The assets put up for sale are real estate
assets and non-strategic parking lots
belonging to the Real Estate division, and
concession assets already in operation
belonging to the Infrastructure division.
In all cases there are sale orders at a fair
price, above the carrying amount, and
Group management considers that the sale
will most probably take place within the
next 12 months.
Also, in 2009 the Compañía
Trasmediterranea subgroup took out
of service and put up for sale several
vessels, and at 2009 year-end five of these
were classified as held-for-sale assets.
At 31 December 2010 the Compañía
Trasmediterranea subgroup continued to
implement the same strategy and following
the sale of a vessel and the transfer of
two more to “Non-Current Assets” and
three from “Non-Current Assets” to “Assets
Classified as Held for Sale, five vessels
continued to be classified as held for sale.
The Group has appraisals made in January
2011 by naval brokers for amounts that
exceed the carrying amounts of the vessels
held for sale at 31 December 2010.
At 31 December 2010 and 2009 the detail of “Non-Current Assets Classified as Held for Sale” in the accompanying consolidated balance sheet is as
follows:
Balance at 31/12/10
Balance at 31/12/09
77,327
63,526
Real estate division assets (real estate assets)
405,869
--
Infrastructure division assets (concession assets)
495,729
--
Total non-current assets classified as held for sale
978,925
63,526
Logistic division assets (vessels)
// 92
At 31 December 2010 the detail, by division, of the main items under “Assets Classified as Held for Sale”, is as follows:
logIstIC dIvIsIon
real estate
dIvIsIon
InFrastruCture
dIvIsIon
total
77,327
361
11,254
88,942
Investment property
--
289,108
--
289,108
other IntangIble assets
--
108,276
210,664
318,940
deFerred tax assets
--
--
38,220
38,220
other non-Current assets
--
--
121,435
121,435
trade and other reCeIvables
--
--
12,555
12,555
Cash and Cash equIvalents
--
5,285
35,574
40,859
other assets
--
2.839
66,027
68,866
77,327
405,869
495,729
978,925
property, plant and equIpment
assets ClassIFIed as held For sale
At 31 December 2010 and 2009 the detail of “Non-Current Liabilities - Liabilities Classified as Held for Sale” in the accompanying consolidated balance
sheet is as follows:
balanCe at 31/12/10
balanCe at 31/12/09
3,750
28,436
real estate dIvIsIon lIabIlItIes (real estate assets)
262,999
--
InFrastruCture dIvIsIon lIabIlItIes (ConCessIon assets)
442,094
--
total non-Current lIabIlItIes held For sale
708,843
28,436
logIstIC dIvIsIon lIabIlItIes (vessels)
// 93
At 31 December 2010 the detail, by division, of the main items under “Liabilities Classified as Held for Sale”, is as follows:
Current and non-Current bank borrowIngs
other lIabIlItIes
lIabIlItIes ClassIFIed as held For sale
logIstIC dIvIsIon
real estate
dIvIsIon
InFrastruCture
dIvIsIon
total
3,750
257,945
389,578
651,273
--
5,054
52,516
57.570
3,750
262,999
442,094
708,843
The detail of the cumulative income and expenses recognized directly in equity at 31 December 2010 in relation to “Assets Classified as Held for Sale”,
is as follows:
Cash Flow hedges
translatIon
dIFFerenCes
--
--
--
(4,776)
2,720
(2,056)
logIstIC dIvIsIon (vessels)
real estate dIvIsIon (real estate assets)
InFrastruCture dIvIsIon (ConCessIon assets)
total reCognIzed InCome/(expense)
dIsContInued operatIons
On 20 February 2009, ACCIONA, S.A. and
Enel S.p.A. reached an agreement for the
early cancellation of joint control over
Endesa. The agreement envisaged, on the
one hand, the transfer to Enel, S.p.A. of
the 25.01% ownership interest in Endesa,
S.A. and, on the other, the inclusion in the
ACCIONA Group of certain renewable energy
production assets owned by Endesa, S.A. This
transaction included conditions precedent
requiring the approval of the competition
total
(7,536)
(847)
(8,383)
(12,312)
1,873
(10,439)
authorities and certain legally required
authorizations. The completion of the
agreement was on 25 June 2009 after the
stipulated conditions had been fulfilled.
For accounting purposes, from 1 January
2009 the Endesa segment was classified as a
discontinued operation and all the balances
of the balance sheet were transferred to
“Non-Current Assets Classified as Held
for Sale” and “Non-Current Liabilities
Classified as Held for Sale”. The ACCIONA
Group ultimately relinquished joint control
over Endesa, S.A. on 31 March 2009 and,
consequently, this is the date from which the
Endesa Group’s financial statements ceased
to be included in the ACCIONA Group’s
The share transfer price was EUR
9,627,098,948 which was the result
of applying to the EUR 11.107 billion,
established in the initial joint control
agreement entered into on 26 March
2007, the adjustments envisaged therein
and, especially, deducting the dividends
totalling EUR 1.561 billion paid by Endesa
from the date the agreement was signed,
giving rise to a consolidated gain of EUR
1.542 billion which was recognized in “Profit
after Tax of Discontinued Operations” in
the accompanying consolidated income
statement at 31 December 2009.
As established in the agreement, on 25 June
2009 Endesa transferred to ACCIONA, S.A.
certain wind and hydro generation assets in
Spain and Portugal for a total price of EUR
2.634 billion, after making the appropriate
adjustments and agreeing on the exclusion
of certain assets. This price was established
by applying the criteria, values and formulae
approved in the agreement.
In 2009 substantially all the assets defined
in the agreement were gradually transferred,
representing a total installed capacity of
2,079 MW (1,227.2 MW relating to wind
generation and 851.8 MW to hydroelectric
power generation). In 2010 the outstanding
assets representing 1.3 MW of capacity under
the ordinary hydroelectric generation regime
were transferred for a price of EUR 1.6 million.
corporate financing agreement which included
a syndicated loan of EUR 1 billion and a credit
facility of EUR 500 million, all of which have
been drawn down. Both the loan and the
credit facility are repayable in a lump sum
after 24 months have elapsed from the date
the financing agreement was signed, i.e. 18
June 2011.
The detail of “Profit After Tax of Discontinued Operations” which relates in full to the Endesa
segment and is included in the accompanying consolidated income statement at 31 December
2009, is as follows:
2009
Total revenue
1,360,294
Revenue
1,360,294
Inter-segment revenue
Other operating income and expenses
Gross profit from operations
Depreciation and amortization and provisions
-(941,923)
418,371
(5,495)
Profit from operations
412,876
Finance income
121,908
Finance costs
Impairment
Result of companies accounted for using the equity method
(890,191)
(8,753)
3,501
Gain on disposal of Endesa
1,542,069
Profit/Loss before tax
1,181,410
Income tax expense
Consolidated profit for the year
Profit after tax of discontinued operations
This asset acquisition was financed with
equity and through the arrangement of a
// 94
Profit for the year
7,619
1,189,029
-1,189,029
(70,028)
1,119,001
// 95
This detail includes the aforementioned
gain of EUR 1.542 billion obtained by the
ACCIONA Group, the net profit of Endesa,
S.A. in the three months of consolidation
until 31 March, and the effect of early
repayment and cancellation of the financing
and hedges arranged, other finance costs
and other reclassifications of applicable
reserves, which are included in “Finance
Costs” in the foregoing detail.
The cash flows for the year ended 31 December 2009 of the discontinued operations were as
follows:
31/12/09
net Cash Flows From operatIng aCtIvItIes
net Cash Flows used In InvestIng aCtIvItIes
net Cash Flows From FInanCIng aCtIvItIes
At 31 December 2009 the basic earnings per
share of the discontinued operations amounted
to EUR 18.04.
164,834
9,001,180
(8,679,678)
There were no activities classified as
discontinued operations in 2010.
25. Guarantee commitments to third parties
At 31 December 2010, the companies had
provided guarantees of EUR 2,946.368
million for third parties to customers, public
agencies and financial institutions (2009: EUR
2,847.474 million).
Most of the guarantees provided were
construction project performance bonds
arranged by the Infrastructure division. The
companies consider that the liabilities, if any,
that might arise from the guarantees provided
would not be material.
// 96
26. Income
The detail of the Group’s revenue is as follows:
Infrastructure
2010
2009
3,120,798
3,618,000
Real estate
204,097
268,090
1,497,282
1,248,093
776,957
810,730
WATER and environmental services
732,129
729,070
Other businesses
119,238
110,105
(187,474)
(268,977)
Total revenue
6,263,027
6,515,111
Energy
The breakdown, by geographical area, of the Group companies’ total production is as follows (in thousands of euros):
spain
eu
OeCD countries
others
Total
2,021,453
648,310
344,634
106,401
3,120,798
145,826
35,973
18,670
3,628
204,097
1,053,279
178,777
253,962
11,264
1,497,282
693,954
72,939
--
10,064
776,957
498,248
47,252
141,743
44,886
732,129
Other businesses
107,335
3,756
2,156
5,991
119,238
Intra-Group transactions
(186,475)
(255)
(670)
(74)
(187,474)
Total 2010 production
4,333,620
986,752
760,495
182,160
6,263,027
3,617,999
2010
Infrastructure
Real estate
Energy
2009
Infrastructure
2,732,446
628,130
169,904
87,519
Real estate
167,983
57,045
40,303
2,759
268,090
Energy
918,600
92,768
224,339
12,387
1,248,094
719,910
79,405
--
11,415
810,730
548,228
83,152
49,548
48,142
729,070
99,354
2,809
1,856
6,086
110,105
Other businesses
Intra-Group transactions
(268,367)
(535)
(41)
(34)
(268,977)
Total 2010 production
4,918,154
942,774
485,909
168,274
6,515,111
// 97
ConstruCtIon revenue
The Group obtains substantially all its
construction revenue in its capacity as prime
contractor.
The detail of construction revenue by type of
project is as follows:
CIvIl engIneerIng
2010
2009
2,041,744
2,346,312
resIdentIal buIldIng ConstruCtIon
74,837
134,311
non-resIdentIal buIldIng ConstruCtIon
591,659
729,838
other busIness aCtIvItIes
303,527
326,306
3,011,767
3,536,767
total ConstruCtIon revenue
The detail of construction revenue by customer type is as follows:
state
2010
2009
348,989
411,436
autonomous CommunIty governments
161,112
162,094
munICIpal CounCIls
118,732
132,946
882,024
1,322,814
1,510,857
2,029,290
autonomous CommunIty agenCIes and
state-owned CompanIes
publIC seCtor
prIvate seCtor
total domestIC Customers
482,105
681,338
1,992,962
2,710,628
total Customers abroad
1,018,805
826,139
total ConstruCtIon revenue
3,011,767
3,536,767
// 98
The breakdown, by geographical area, of the construction backlog at 2010 and 2009 year-end is
as follows:
2010
CIvIl engIneerIng
spaIn
abroad
3,129,487
2,175,730
62,590
111,177
882,280
393,819
406,062
97,126
4,480,419
2,777,852
total ConstruCtIon baCklog
2009
CIvIl engIneerIng
spaIn
abroad
3,801,629
1,282,328
113,886
52,518
988,736
452,235
total ConstruCtIon baCklog
309,935
19,443
5,214,186
1,806,524
Impairment and gains or losses on disposals of non-current assets
The detail of “Impairment and Gains or Losses on Disposals of Non-Current Assets” in the 2010
and 2009 consolidated income statements is as follows:
ImpaIrment and gaIns or losses on dIsposals oF
non-Current assets
2010
2009
gaIns on non-Current assets
37,220
36,311
share oF losses at CompanIes aCCounted For
usIng the equIty method
(9,923)
(10,219)
(22,461)
(73,393)
4,836
(47,301)
ImpaIrment losses on assets
total
In 2010 “Impairment and Gains or Losses on
Disposals of Non-Current Assets” included
mainly the gains obtained on the sale of various
real estate assets. The impairment losses relate
to various assets of the Energy division.
In 2009 “Impairment and Gains or Losses on
Disposals of Non-Current Assets” included
mainly the gains on various real estate asset sale
transactions and the impairment losses on the
real estate assets that remained in the Group.
// 99
27. Expenses
The detail of the Group’s expenses is as follows:
Procurements
Purchases
Changes in inventories
Staff costs
Wages and salaries
Social security costs
Other staff costs
Other external expenses
Taxes other than income tax
Other current operating expenses
Subtotal
Change in allowances
Total
2010
2009
1,580,568
2,161,096
1,575,094
1,981,585
5,474
179,511
1,258,474
1,247,335
1,024,172
1,008,635
218,651
226,724
15,651
11,976
2,696,770
3,067,464
115,840
101,498
45,967
61,462
5,697,619
6,638,855
51,275
78,627
631,948
500,472
6,380,842
7,217,954
Staff
The average number of employees in 2010 and 2009, by professional category, was as follows:
2010
2009
Change
Management and supervisors
3,401
3,634
(233)
Qualified line personnel
4,969
5,592
(623)
Clerical and support staff
2,665
3,324
(659)
Other employees
20,652
20,562
90
Total average number of employees
31,687
33,112
(1,425)
// 100
The distribution in 2010 and 2009 of the foregoing classification, by gender, was as follows:
2010
2009
men
women
total
women
mujeres
management and supervIsors
2,885
516
3,401
3,052
582
3,634
qualIFIed lIne personnel
3,544
1,425
4,969
4,141
1,451
5,592
ClerICal and support staFF
total
1,059
1,606
2,665
1,491
1,833
3,324
other employees
16,144
4,508
20,652
15,619
4,943
20,562
total average number oF employees
23,632
8,055
31,687
24,303
8,809
33,112
The breakdown of the Group’s employees by line of business is as follows:
2010
2009
Change
14,393
15,813
(1,420)
296
362
(66)
energy
2,257
2,147
110
logIstIC and transport servICes
4,331
4,766
(435)
water and envIronmental servICes
9,793
9,382
411
617
642
(25)
31,687
33,112
(1,425)
InFrastruCture
real estate
other busInesses
total average number oF employees
// 101
The distribution in 2010 and 2008 of the foregoing classification, by gender, was as follows:
2010
Infrastructure
real Estate
2009
men
women
Total
men
women
Total
12,135
2,258
14,393
13,469
2,344
15,813
173
123
296
207
155
362
Energy
1,697
560
2,257
1,606
541
2,147
3,393
938
4,331
3,021
1,745
4,766
5,876
3,917
9,793
5,622
3,760
9,382
358
259
617
378
264
642
23,632
8,055
31,687
24,303
8,809
33,112
Other businesses
Total average number of employees
In 2010, 228 of the total headcount were
employees of the Parent (2009: 205) and the
rest were personnel in the Group subsidiaries.
In the year ended 31 December 2010,
the consolidated companies had an
average number of 507 direct or indirect
employees with a disability level of 33%
or over. Law 13/1982, of 7 April, on
the Social Integration of Persons with
Disabilities (LISMI) establishes a minimum
quota of 2% for the recruitment of
disabled persons in companies with more
than 50 employees. The Group’s level of
compliance with this Law was 2.48%.
Operating leases
“Other External Expenses - Leases” in
the accompanying consolidated income
statement must report the costs incurred by
the Compañía Trasmediterranea subgroup
for the charter of other shipping companies’
vessels and cargo decks, which totalled EUR
41 million in 2010 (2009: EUR 50 million).
At 31 December 2010 and 2009, the
lease terms and conditions and minimum
payments (without taking into account
// 102
inflation or possible revisions) under the main
vessel charter contracts entered into by the
Compañía Trasmediterranea subgroup were as
follows:
2010 (Thousands of euros)
Vessel
Date of execution
Maturity date
Type
2011
2012-2014
Millenium III
30/11/2006
30/12/2014
Bare Boat
3,506
10,518
Wisteria
19/01/2010
19/02/2012
Time Charter
6,201
849
Audacia
22/02/2010
08/03/2012
Time Charter
5,293
1,001
2009 (Thousands of euros)
Vessel
Date of execution
Maturity date
Type
2010
2011-2014
Millenium III
30/11/2006
30/12/2014
Bare Boat
3,939
14,827
Wisteria
21/02/2008
31/12/2011
Time Charter
6,439
6,439
Audacia
01/10/2008
30/09/2010
Time Charter
7,043
-
Change in allowances
The detail of the balance of “Change in Allowances” in the consolidated income statement is as follows (in thousands of euros):
Change in allowance for uncollectible receivables
Change in inventory allowance
2010
2009
36,662
19,080
3,754
40,682
Other provisions
10,859
18,865
Total
51,275
78,627
// 103
28. Segment reporting
Basis of segmentation
Segment reporting, described below, is
structured on a primary basis by business
segment and on a secondary basis by
geographical segment. This structure is in
line with the information used internally by
ACCIONA Group management to assess the
performance of the segments and to assign
resources among them.
The business lines described below were
established on the basis of the ACCIONA
Group’s organizational structure at 2010
year-end, taking into account the nature of
the goods and services offered.
In 2010 the main business activities carried
on by the ACCIONA Group were structured
into the divisions described in Note 1 to
the Consolidated Financial Statements. The
composition and structure of the various
lines of business did not change significantly
with respect to 2009.
The reporting structure is designed as if
each line of business were an autonomous
business. The costs incurred by the Corporate
Unit are allocated among the various lines
of business using an internal cost allocation
system.
Inter-segment sales are made at market
prices.
.
Segment information about these businesses for 2010 and 2009 is presented below:
2010
InFrastruCture
real estate
energy
logIstIC and
transport servICes
water and
envIronmental servICes
endesa
other
busInesses
Intra-group
transaCtIons
extraordInary
Items
total group
401,343
408,682
9,582,278
604,297
185,554
--
44,287
(40,340)
--
11,186,101
386
13,253
890,449
31,525
113,783
--
--
--
--
1,049,396
10,597
15,147
25,956
107,620
8,478
--
52,110
4,116
--
224,024
assets
property, plant and equIpment,
IntangIble assets and Investment
property
goodwIll
non-Current FInanCIal assets
Investments aCCounted For usIng the
equIty method
58,498
3,634
7,136
6,585
130
--
1
--
--
75,984
other assets
395,734
14,797
319,836
16,898
83,959
--
228,030
20,460
--
1,079,714
non-Current assets
866,558
455,513
10,825,655
766,925
391,904
--
324,428
(15,764)
--
13,615,219
InventorIes
169,701
1,064,601
360,135
10,757
11,557
--
25,766
(26,116)
--
1,616,401
1,444,840
17,507
744,263
162,785
310,965
--
169,481
(480,879)
--
2,368,962
other Current FInanCIal assets
28,570
138
109,668
105,563
2,458
--
9,507
--
--
255,904
other assets
79,204
8,800
121,267
14,337
16,247
--
58,307
--
--
298,162
1,104,242
(607,540)
(1,592,807)
(296,951)
(24,869)
--
2,790,659
(4,116)
--
1,368,618
trade and other reCeIvables
Cash and Cash equIvalents
non-Current assets ClassIFIed as held
For sale
495,729
410,552
--
77,326
--
--
--
(4,682)
--
978,925
Current assets
3,322,286
894,058
(257,474)
73,817
316,358
--
3,053,720
(515,793)
--
6,886,972
total assets
4,188,844
1,349,571
10,568,181
840,742
708,262
--
3,378,148
(531,557)
--
20,502,191
// 104
Infrastructure
real estate
Energy
Logistic and
transport services
WATER and
environmental services
Endesa
Other
businesses
Intra-Group
transactions
Extraordinary
items
Total Group
Consolidated equity
787,193
142,013
2,600,853
149,286
185,589
--
2,249,141
(50,678)
--
6,063,397
Bank borrowings and other financial
liabilities
435,391
368,422
3,607,603
173,464
109,074
--
302,365
--
--
4,996,319
Other liabilities
347,468
93,365
1,146,659
159,653
45,346
--
250,011
--
--
2,042,502
782,859
461,787
4,754,262
333,117
154,420
--
552,376
--
--
7,038,821
80,147
372,131
2,510,518
137,728
66,977
--
47,694
--
--
3,215,195
2010
liabilities
Other liabilities
Liabilities directly associated with noncurrent assets classified as held for sale
1,694,815
136,186
517,313
127,298
225,490
--
89,120
(153,871)
--
2,636,351
401,735
(25,545)
185,235
89,564
75,786
--
439,817
(327,008)
--
839,584
442,095
262,999
--
3,749
--
--
--
--
--
708,843
Current liabilities
2,618,792
745,771
3,213,066
358,339
368,253
--
576,631
(480,879)
--
7,399,973
4,188,844
1,349,571
10,568,181
840,742
708,262
--
3,378,148
(531,557)
--
20,502,191
Total revenue
3,120,798
204,097
1,497,282
776,957
732,129
--
119,238
(187,474)
--
6,263,027
Revenue
2,980,072
200,355
1,491,586
763,795
710,254
--
116,965
--
--
6,263,027
140,726
3,742
5,696
13,162
21,875
--
2,273
(187,474)
--
--
(2,917,073)
(180,806)
(675,999)
(703,297)
(672,386)
--
(73,184)
170,894
--
(5,051,851)
income statement
--
203,725
23,291
821,283
73,660
59,743
--
46,054
(16,580)
--
1,211,176
Charge for the year
(75,436)
(14,833)
(500,649)
(58,329)
(30,894)
--
(4,095)
1,013
--
(683,223)
Impairment and gains and losses on
disposals of non-current assets
(8,229)
32,904
(21,199)
(1,202)
(475)
--
68
2,969
--
4,836
(3,694)
--
(3,647)
1,019
94
--
(3)
(1)
--
(6,232)
116,366
41,362
295,788
15,148
28,468
--
42,024
(12,599)
--
526,557
34,734
860
46,677
1,450
4,886
--
22,280
(28,237)
--
82,650
(51,257)
(48,574)
(263,343)
(8,733)
(10,684)
--
(17,757)
29,485
--
(370,863)
Profit (loss) from operations
Finance income
Finance costs
Result of companies accounted
for using the equity method
(2,512)
(96)
2,057
2,417
(21)
--
--
--
--
1,845
97,331
(6,448)
81,179
10,282
22,649
--
46,547
(11,351)
--
240,189
(27,846)
2,856
(10,964)
(2,490)
(5,952)
--
(14,988)
3,405
--
(55,979)
69,485
(3,592)
70,215
7,792
16,697
--
31,559
(7,946)
--
184,210
Income tax expense
Consolidated profit (loss) for the year
Profit after tax of discontinued
operations
--
--
--
--
--
--
--
--
--
--
Profit (loss) for the year
69,485
(3,592)
70,215
7,792
16,697
--
31,559
(7,946)
--
184,210
(8,988)
288
(8,721)
(730)
(9)
--
--
1,169
--
(16,991)
Profit (loss) attributable to the Parent
60,497
(3,304)
61,494
7,062
16,688
--
31,559
(6,777)
--
167,219
// 105
2009
Infrastructure
real estate
Energy
Logistic and
transport services
569,697
883,012
9,272,929
540,500
372
14,087
887,766
31,352
13,240
14,908
27,047
176,226
WATER and
Endesa
Other
businesses
Intra-Group
transactions
Extraordinary
items
Total
Group
164,894
--
48,939
113,783
--
--
(38,810)
--
11,441,161
--
--
7,870
--
38,107
1,047,360
3,121
--
280,519
assets
Property, plant and equipment, intangible
assets and investment property
Goodwill
Investments accounted for using the
equity method
Other assets
Non-current assets
Inventories
55,441
4,126
5,853
5,556
233
--
549
--
--
71,758
615,103
29,136
245,245
16,241
80,747
--
205,692
18,314
--
1,210,478
1,253,853
945,269
10,438,840
769,875
367,527
--
293,287
(17,375)
--
14,051,276
160,965
1,155,408
454,059
10,309
11,539
--
29,112
(22,237)
--
1,799,155
1,718,412
21,844
444,931
153,811
334,410
--
146,473
(241,599)
--
2,578,282
115,381
Other current financial assets
26,679
115
57,533
25,663
2,512
--
2,879
--
--
Other assets
87,362
83,761
115,025
16,646
13,428
--
293,885
--
(71,075)
539,032
1,024,325
(584,869)
(1,538,249)
(287,694)
(8,536)
--
2,733,792
(3,121)
--
1,335,648
Non-current assets classified as held for
sale
--
--
--
63,526
--
--
--
--
--
63,526
Current assets
3,017,743
676,259
(466,701)
(17,739)
353,353
--
3,206,141
(266,957)
(71,075)
6,431,024
Total assets
4,271,596
1,621,528
9,972,139
752,136
720,880
--
3,499,428
(284,332)
(71,075)
20,482,300
Consolidated equity
756,432
208,817
2,470,870
160,224
179,722
--
2,425,253
(42,733)
(71,075)
6,087,510
liabilities
756,982
711,259
4,989,047
240,637
102,342
--
329,885
--
--
7,130,152
Other liabilities
liabilities
Other liabilities
Liabilities directly associated with noncurrent assets classified as held for sale
281,494
135,280
1,042,562
98,520
37,210
--
252,406
--
--
1,847,472
1,038,476
846,539
6,031,609
339,157
139,552
--
582,291
--
--
8,977,624
95,002
396,237
921,587
80,946
53,982
--
38,312
--
--
1,586,066
1,962,110
180,588
554,459
140,225
299,932
--
119,036
(174,195)
--
3,082,155
419,576
(10,653)
(6,386)
3,148
47,692
--
334,536
(67,404)
--
720,509
--
--
--
28,436
--
--
--
--
--
28,436
Current liabilities
2,476,688
566,172
1,469,660
252,755
401,606
--
491,884
(241,599)
--
5,417,166
4,271,596
1,621,528
9,972,139
752,136
720,880
--
3,499,428
(284,332)
(71,075)
20,482,300
// 106
Infrastructure
real estate
Energy
Logistic and
transport services
WATER and
Endesa
Other
businesses
Intra-Group
transactions
Extraordinary
items
Total
Group
Total revenue
3,618,000
268,090
1,248,093
810,730
729,070
--
110,105
(268,977)
--
6,515,111
Revenue
3,396,227
263,295
1,246,922
796,957
702,626
--
109,084
--
--
6,515,111
221,773
4,795
1,171
13,773
26,444
--
1,021
(268,977)
--
--
(3,403,428)
(224,685)
(618,669)
(724,733)
(674,720)
--
(77,294)
251,459
--
(5,472,070)
2009
INCOME STATEMENT
--
214,572
43,405
629,424
85,997
54,350
--
32,811
(17,518)
--
1,043,041
Charge for the year
(73,717)
(17,857)
(365,751)
(62,601)
(22,965)
--
(4,143)
467
(32,532)
(579,099)
Impairment and gains or losses on
disposals of non-current assets
(10,973)
13,948
17,571
(1,786)
(364)
--
16
986
(66,699)
(47,301)
3,917
226
736
8,163
845
--
(120)
--
--
13,767
133,799
39,722
281,980
29,773
31,866
--
28,564
(16,065)
(99,231)
430,408
Profit (loss) from operations
Finance income
Finance costs
Result of companies accounted for using
the equity method
47,447
9,976
55,667
1,649
2,891
--
43,785
(41,878)
--
119,537
(54,173)
(63,492)
(242,874)
(12,075)
(8,645)
--
473
43,084
--
(337,702)
4,523
(13)
2,217
1,970
(169)
--
(16)
--
--
8,512
131,596
(13,807)
96,990
21,317
25,943
--
72,806
(14,859)
(99,231)
220,755
Income tax expense
(23,157)
4,326
(31,595)
(3,139)
(7,379)
--
(16,436)
4,457
28,157
(44,766)
Consolidated profit (loss) for the year
108,439
(9,481)
65,395
18,178
18,564
--
56,370
(10,402)
(71,074)
175,989
Profit after tax of discontinued
operations
--
--
--
--
--
1,119,001
--
--
--
1,119,001
Profit (loss) for the year
108,439
(9,481)
65,395
18,178
18,564
1,119,001
56,370
(10,402)
(71,074)
1,294,990
(17,911)
1,117
(6,893)
(2,331)
(133)
--
--
(446)
--
(26,597)
90,528
(8,364)
58,502
15,847
18,431
1,119,001
56,370
(10,848)
(71,074)
1,268,393
Profit (loss) attributable to the Parent
// 107
The detail of certain of the Group’s consolidated balances based on the geographical location of the companies that gave rise to them is as follows:
Income
Total assets
Non-current assets
Current assets
2010
2009
2010
2009
2010
2009
2010
2009
4,333,621
4,918,153
16,292,431
15,861,177
10,170,857
10,663,793
6,121,574
5,197,384
European
union
986,752
942,774
1,171,855
1,442,637
850,823
927,750
321,032
514,887
OECD
countries
760,495
485,909
2,391,466
2,618,259
2,396,746
2,062,178
(5,280)
556,081
Other
countries
182,159
168,275
646,439
560,227
196,793
397,554
449,646
162,673
6,263,027
6,515,111
20,502,191
20,482,300
13,615,219
14,051,275
6,886,972
6,431,025
Spain
Total
// 108
29. Finance income and costs, and
other income and expenses for the year
The detail of the Group’s finance income and costs is as follows:
2010
2009
82,650
119,537
Income from equity investments
1,608
1,621
Income from other securities
2,449
4,754
48,871
86,078
Finance income
Capitalization of finance costs
Other finance income
Finance costs
On payables to third parties
On ineffectiveness of derivatives
29,722
27,084
(415,766)
(335,462)
(422,898)
(335,368)
26
--
Capitalization of finance costs
7,722
--
Other finance costs
(616)
(94)
Other finance income and costs
The Group had capitalized finance costs
amounting to EUR 57 million at 31 December
2010 and EUR 60 million at 31 December
2009, of which EUR 54 million and EUR
56 million, respectively, were capitalized to
property, plant and equipment (see Note
4) and EUR 2 million and EUR 4 million,
respectively, were capitalized to inventories
(see Note 3.2-j).
Finance costs
In 2010 payables to third parties subtracted
from equity and included in “Finance Costs”
relating to the periodic settlements of
hedging derivatives and corresponding to
fully or proportionately consolidated Group
companies amounted to EUR 91.463 million
(2009: EUR 39.965 million). Also, an amount
of EUR 11.841 million (2009: EUR 2.825
million) relating to these periodic settlements
was recognized as an increase in the results
of companies accounted for using the equity
method, since they were associates.
// 109
30. Proposed distribution of profit
The distribution of ACCIONA, S.A.’s profit
for 2010 and 2009, which, in the case of
2009, was approved by the shareholders at
the Annual General Meeting and, in the case
of 2010, will be proposed by the Board of
Directors for approval by the shareholders
at the Annual General Meeting, is as follows
(in euros):
2010
2009
243,680,281.96
1,313,963,208.09
dIstrIbutIon basIs:
aCCIona, s.a. proFIt
dIstrIbutIon:
to legal reserve
to bylaw reserve
to voluntary reserves
dIvIdends
Under its Bylaws, ACCIONA, S.A. must in
any case allocate 10% of net profit to the
legal and Bylaw reserves. Once the balance
of the legal reserve has reached 20% of
--
--
24,368,028.20
131,396,320.81
22,307,253.76
991,281,387.28
197,005,000.00
191,285,500.00
the share capital, any remaining portion of
the 10% of net profit must be transferred
to the Bylaw reserve. This reserve is
unrestricted.
31. Environmental matters
The ACCIONA Group carries out
environmental management activities and
projects in accordance with its environmental
strategy and policy. The main environmental
projects, by division, were as follows:
A) INFRASTRUCTURE. The environmental
activity expenses recognized directly in the
income statement amounted to EUR 3.47
million in 2010 (2009: EUR 5.144 million).
These expenses related most notably to
rubble and waste management, control of
discharges into waterways, gas and noise
measurement and analysis, the management
of archaeological remains and the monitoring
of the environmental management system.
B) LOGISTIC SERVICES. Throughout 2010
the Logistic and Transport Services division
continued in its endeavor to reduce the
environmental impact of its operations by
implementing the following measures:
1. Air: continuing with the plan launched in
previous years to reduce fuel consumption
and its emissions by monitoring routes and
navigating at optimum speed in terms of
fuel consumption, to connect some of its
high-speed ships to the electricity system
when stopping at ports and to gradually
replace pure refrigerant gases which are
harmful to the ozone layer. Thanks to the
start-up of the plan launched in 2008, the
emission of over 8,000 tonnes of CO2 was
avoided in 2009 and approximately 5,000
tonnes of CO2 in 2010 (using the levels of
the first half of 2008 as a reference).
In the same context, in 2010 an energy
efficiency enhancement group was created
for the purpose of implementing a pilot plan
in various vessels of the fleet which would
ensure a reduction in their fuel consumption
and more intensive control of all their
operations.
2. Waste: optimizing waste management and
disposal in ships and receiving facilities at
ports by installing a separate collection system
in ships.
3. Discharges: reducing the impact on
seawater by using polluted water treatment
equipment and bilge water separation systems
in its ships and preparing for the future
treatment of ballast water.
4. Noise: through its participation in the
European SILENV (Ship-Oriented Innovative
Solutions to Reduce Noise and Vibrations)
project, various ship noise and vibration
measurements were taken.
Environmental expenses, which are recognized
under “Other External Expenses” in the
accompanying consolidated income statement
totalled EUR 2.014 million (2009: EUR 1.615
million).
C) ENERGY. In addition to the costs initially
incurred by the Group in the installation of
its wind farms and other energy production
facilities, in 2010 environmental expenses
totalling EUR 3.362 million (2009: EUR 1.604
million) were incurred mainly for studies
and environmental programme surveillance
and monitoring. Also, in 2010 investments
of EUR 1.011 million were made in projects
specifically designed to protect and enhance
the environment (2009: EUR 977,000).
D) WATER AND ENVIRONMENTAL
services. At 31 December 2010, Water
and Environmental Services had the
following significant items of property, plant
and equipment designed to minimize the
environmental impact and to protect and
enhance the environment:
// 110
// 111
Gross value
Accumulated
depreciation
Net value
1,015
(787)
228
Villanueva de la Cañada composting
plant facilities and machinery
456
(157)
299
Sanitary waste removal plant
893
(364)
529
2,364
(1,308)
1,056
Description (Thousands of euros)
Abajas landfill facilities
Total
The environmental activity expenses
recognized directly in the 2010 consolidated
income statement amounted to EUR 1.097
million (2009: EUR 1.054 million). Particularly
noteworthy in this respect were the activities
related to waste-to-energy separation and
recycling plants.
32. Earnings per share
Diluted earnings per share coincide with basic earnings per share, the detail being as follows:
Description
Net profit for the year (thousands of euros)
Weighted average number of shares outstanding
Basic earnings per share (euros)
2010
2009
167,219
1,268,393
61,221,464
62,044,372
2.73
20.44
33. Events after the reporting period
On 13 January 2011, the Board of
Directors of ACCIONA, S.A. approved the
distribution of EUR 1.07 gross per share as
an interim dividend to be approved with a
charge to 2010 profit by the shareholders
at the forthcoming Annual General
Meeting.
The interim dividend payable totals
EUR 67,998,500. The necessary tax
withholdings payable, if applicable, will be
deducted from this amount. The dividend
will be paid from 21 January 2011.
// 112
34. Related-party transactions
As indicated in these Notes to the
Consolidated Financial Statements,
transactions performed by the Company
with its subsidiaries (related parties) as part
of its normal business activities (as regards
their purpose and terms and conditions)
have been eliminated on consolidation and
are not disclosed in this Note. Transactions
between the Group and its associates are
disclosed below.
Transactions with associates
The detail of the balances receivable from and
payable to associates at 31 December 2010
and 2009 is as follows (in thousands of euros):
The balances with Group associates relate
mainly to services rendered by ACCIONA
Infraestructuras to various associates and to
loans provided to associates.
These transactions were performed at market
prices.
In 2010 there were no significant
transactions involving a transfer of funds
or obligations between the Parent or its
Group companies and the Company’s main
shareholders.
Receivables/ Expenses
2010
2009
4,446
4,609
Loans to associates
27,317
12,051
Income and expenses
3,539
19,220
Trade and other
receivables
Trade and other
payables
Payables/Income
2010
2009
3,330
7,786
6,435
2,646
Transactions with directors and
executives
The Group’s “related parties” are deemed to
be, in addition to the subsidiaries, associates
and jointly-controlled entities, Company
management’s “key personnel” (its directors
and managers, and their close relatives) and
the entities over which key management
personnel may exercise control or significant
influence. Following are the transactions
performed by the Group in 2010 and 2009
with its related parties, differentiating between
the Company’s significant shareholders,
directors and managers, and other related
parties. Related party transactions are made
on terms equivalent to those in the arm’s
length transactions that usually take place in
a normal business relationship with ACCIONA,
S.A. or the Group companies within the scope
of these entities’ ordinary business activities.
These transactions consisted basically of:
// 113
31/12/2010
Significant
shareholders
Directors and
executives
Group
employees,
companies or
entities
Finance costs
--
--
--
--
--
Management or collaboration agreements
--
--
--
--
--
R&D transfers and licensing agreements
--
--
--
--
--
Leases
--
--
--
--
--
Services received
--
--
--
930
930
Purchase of goods (finished or in progress)
--
--
--
--
--
Valuation adjustments due to uncollectible or doubtful debts
--
--
--
--
--
Losses on disposal of assets
--
--
--
--
--
Other expenses
--
--
--
--
--
Revenue:
--
--
--
--
--
Finance income
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
Dividends received
--
--
--
--
--
Leases
--
--
--
--
--
Rendering of services
--
--
--
2,015
2,015
Sale of goods (finished goods or work in progress)
--
--
--
--
--
Gains on disposal of assets
--
--
--
--
--
Other income
--
--
--
--
--
Expenses and income (Thousands of euros)
Other related
parties
Total
Expenses:
// 114
31/12/10
Significant
shareholders
Directors and
executives
Group
employees,
companies or
entities
Purchases of property, plant and equipment, intangible assets or other assets
--
--
--
--
--
Financing agreements: loans and capital contributions (lender)
--
--
--
--
--
Finance leases (lessor)
--
--
--
--
--
Repayment or cancellation of loans and leases (lessor)
--
--
--
--
--
Sales of property, plant and equipment, intangible assets or other assets
--
--
--
--
--
Financing agreements: loans and capital contributions (borrower)
--
--
--
--
--
Finance leases (lessee)
--
--
--
--
--
Repayment or cancellation of loans and leases (lessee)
--
--
--
--
--
Guarantees and other sureties provided
--
--
--
--
--
Guarantees received
--
--
--
--
--
Obligations acquired
--
--
--
--
--
Obligations/guarantees discharged
--
--
--
--
--
Dividends and other profit distributed
--
--
--
--
--
Other transactions (Thousands of euros)
Other transactions
Other related
parties
Total
// 115
31/12/09
Significant
shareholders
Directors and
executives
Group
employees,
companies or
entities
Finance costs
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
Leases
--
--
--
--
--
Services received
--
--
--
9,518
9,518
Purchase of goods (finished or in progress)
--
--
--
--
--
Valuation adjustments due to uncollectible or doubtful debts
--
--
--
--
--
Losses on disposal of assets
--
--
--
--
--
Other expenses
--
--
--
--
--
Revenue
--
--
--
--
--
Finance income
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
Dividends received
--
--
--
--
--
Leases
--
--
--
--
--
Rendering of services
--
--
--
80
80
Sale of goods (finished goods or work in progress)
--
--
--
--
--
Gains on disposal of assets
--
--
--
--
--
Other income
--
--
--
--
--
Expenses and income (Thousands of euros)
Other related
parties
Total
expenses
// 116
31/12/09
Significant
shareholders
Directors and
executives
Group
employees,
companies or
entities
Purchases of property, plant and equipment, intangible assets or other assets
--
--
--
--
--
Financing agreements: loans and capital contributions (lender)
--
--
--
--
--
Finance leases (lessor)
--
--
--
--
--
Repayment or cancellation of loans and leases (lessor)
--
--
--
--
--
Sales of property, plant and equipment, intangible assets or other assets
--
--
--
--
--
Financing agreements: loans and capital contributions (borrower)
--
--
--
--
--
Finance leases (lessee)
--
--
--
--
--
Repayment or cancellation of loans and leases (lessee)
--
--
--
--
--
Guarantees and other sureties provided
--
--
--
--
--
Guarantees received
--
--
--
--
--
Obligations acquired
--
--
--
--
--
Obligations/guarantees discharged
--
42,528
--
--
42,528
Dividends and other profit distributed
--
--
--
--
--
Other transactions
--
--
--
--
--
Other transactions (Thousands of euros)
other related
parties
Total
// 117
35. Remuneration and other benefits
A. Directors
The detail of the remuneration received in
2010 by the Parent’s Board members from
all the Group companies of which they are
directors is included in this Note (in euros).
Pursuant to Article 55 of the Board Regulation,
the Board of Directors determines the
system for the distribution of the directors’
remuneration within the framework
established by the Bylaws.
Article 31.2 of the Company’s Bylaws
stipulates that the annual remuneration
payable to the Board of Directors will be 5%
of profit, after allocation of the items referred
to in Paragraphs 1, 2 and 3 of Article 47.2 of
these Bylaws, unless the shareholders at the
Annual General Meeting, on approving the
financial statements and at the proposal of
the Board of Directors, determine a lower
percentage. The remuneration is distributed
among the directors in the proportion agreed
upon by the Board.
Its decision will take into account the report
issued in this respect by the Nomination and
Remuneration Committee.
Subject to approval by the shareholders at
a General Meeting with the legally required
quorum, the executive directors may also be
remunerated through the delivery of shares
or share options, or any other remuneration
system linked to the share price.
The Board of Directors will also ensure that
remuneration policies in force at any time
include, in the case of variable remuneration,
the technical precautions required to
guarantee that such remuneration is in line
with the professional performance of the
The Board of Directors will endeavor to
compensate the directors moderately and
at levels comparable to those customary in
the market at companies of a similar size
and business activity, opting preferably for
systems in which a significant portion of
the remuneration is linked to the directors’
commitment to ACCIONA.
beneficiaries thereof and does not merely
derive from the general performance of
the markets or the Company’s field of
activity or other similar circumstances. The
remuneration system will assign similar
remuneration to comparable functions and
levels of commitment.
The remuneration of proprietary directors
for discharging their duties as directors
must be commensurate with that of the
other directors and shall not constitute
preferential treatment in the remuneration
of the shareholder that designated them.
For the executive directors, the remuneration
for Board membership will be compatible with
any other professional or employment-related
payments received by them for the executive
or advisory duties they discharge at ACCIONA,
S.A. or within the ACCIONA Group.
The directors’ remuneration will be
transparent.
The total remuneration paid to the members
of the Board for discharging their duties as
Company directors in 2010 amounted to
(Data in euros)
Juan Entrecanales de Azcárate
// 118
EUR 1,682,500. The detail of this amount, by
director, is as follows:
For membership
of the Board of
Directors
For membership
of the Executive
Committee
Audit
Committee
Nomination
Committee
Sustainability
Committee
Total amount
for board and
committee duties
75,000
--
--
--
--
75,000
Juan Manuel Urgoiti López-Ocaña
100,000
50,000
50,000
40,000
--
240,000
Carlos Espinosa de los Monteros
75,000
50,000
50,000
40,000
--
215,000
José Manuel Entrecanales Domecq
75,000
--
--
--
--
75,000
Juan Ignacio Entrecanales Franco
75,000
--
--
--
--
75,000
Lord tristan Garel-Jones
75,000
--
50,000
--
--
125,000
Valentín Montoya Moya
75,000
50,000
50,000
40,000
--
215,000
Belén Villalonga Morenés
75,000
--
--
--
--
75,000
Consuelo Crespo Bofill
75,000
--
--
--
40,000
115,000
Daniel Entrecanales Domecq
75,000
--
--
--
40,000
115,000
Jaime Castellanos Borrego
75,000
--
50,000
--
40,000
165,000
Fernando Rodés VilÀ
75,000
--
--
40,000
40,000
155,000
Miriam GonzÁlez DurÁntez (*)
Total
(*) Director who joined the Board in 2010
37,500
--
--
--
--
37,500
962,500
150,000
250,000
160,000
160,000
1,682,500
// 119
The executive directors on the Executive
Committee did not receive any remuneration
for membership of this Committee, since such
remuneration was considered to be included
in the remuneration for their professional
services as directors.
At its meeting of 1 July 2009, the Board of
Directors approved the proposal submitted
by the Nomination and Remuneration
Committee regarding the remuneration of
directors for membership of the Board and
Committees, and fees, as follows:
a) For each director belonging to the Board of
Directors, EUR 75,000.
b) For each director belonging to the
Executive Committee, EUR 50,000.
c) For each director belonging to the Audit
Committee, EUR 50,000.
d) For each director belonging to the
Nomination Committee, EUR 40,000.
e) For each director belonging to the
Sustainability Committee, EUR 40,000.
f) For the position of Independent Deputy
Chairman, EUR 25,000.
The foregoing amounts were applied from the
second half of 2009 in cases where no changes
had arisen between 2005 and 2008. After a
detailed analysis of the remuneration received
at international companies and companies
on the Spanish Stock Exchange’s IBEX 35
index, the Nomination and Remuneration
Committee considered that the remuneration
was in accordance with that paid in the market
at companies of a similar size engaging in
similar activities, that the remuneration paid
was similar to that for comparable duties and
dedication and that, without compromising the
directors’ independence, it provided sufficient
motivation to ensure their closer involvement,
if possible, on the various committees.
The total remuneration earned in the year by
the directors at the Parent was as follows (in
thousands of euros):
Type of remuneration
2010
2009
Fixed remuneration
1,531
1,269
Variable remuneration
4,643
3,819
Attendance fees
1,683
1,258
Bylaw-stipulated directors’ emoluments
--
--
Share options and/or other financial instruments
--
--
Other
--
3,000
Total
7,857
9,346
The directors who discharged executive
duties in 2010 received as part of their
variable remuneration a total of 1,311
shares and 7,942 options on ACCIONA,
S.A. shares under the terms established
in the regulations governing ACCIONA’s
2009-2011 Share and Option Grant Plan
for its senior executives. The options
granted entitle the beneficiary to acquire
the same number of shares at a price per
share of EUR 91.1.
In 2010 and 2009 the directors of
the Parent received no remuneration
whatsoever for their membership of
other boards and/or for discharging
senior executive functions at Group
companies.
S.A. approved the 2009-2011 Share and
Option Grant Plan for the senior executives
of ACCIONA and its Group, the main
features of which are as follows:
The total remuneration paid by the
ACCIONA Group, by type of director, was as
follows (in thousands of euros):
2010
Type of Director
Executive directors
Non-executive
proprietary directors
Non-executive
independent directors
Other non-executive
directors
Total
2009
Company
Group
Company
Group
6,325
--
8,259
--
190
--
120
--
1,127
--
859
--
215
--
108
--
7,857
--
9,346
--
Total remuneration paid to directors was
EUR 7.857 million at 31 December 2010
(31 December 2009: EUR 9.346 million),
representing 4.7% of the profit attributable
to the Parent in 2010 (2009: 0.74%).
In particular, the total fixed and variable
remuneration received by the directors for
discharging executive duties amounted
to EUR 6.174 million, which represents
3.69% of the profit attributable to the
Parent.
There are no pension or life insurance
premium payment obligations to former or
current directors, nor were any advances,
loans or guarantees provided to the directors
other than as indicated in this Note.
B. Senior executives
The remuneration of the Company’s General
Managers and persons discharging similar duties
- excluding those who are simultaneously
members of the Board of Directors (whose
remuneration is disclosed above) - in 2010 and
2009 is summarized as follows:
At the Annual General Meeting held on 4
June 2009, the shareholders of ACCIONA,
Type of
remuneration
Number of
persons
Remuneration
(thousands of
euros)
2010
2009
41
40
22,884
19,975
Plan duration and basic structure:
Three years, with annual delivery of
ordinary ACCIONA, S.A. (Company) shares
during these three years (2009 to 2011).
Beneficiaries may elect to exchange some
shares assigned to them for purchase option
rights on the Company’s ordinary shares.
Beneficiaries: persons who, at the time
the shares are allocated, hold the position of
Chief Executive Officer, General Manager or
Area Manager of the ACCIONA Group.
Annual share-based bonus: The no. of
shares composing the share-based bonus
for each beneficiary will be determined by
the Board of Directors at the proposal of the
Nomination and Remuneration Committee
in March each year. The share-based bonus
of each beneficiary cannot exceed (a) EUR
150,000 or (b) 50% of the beneficiary’s
annual variable cash remuneration. The
highest share-based bonus in a given year
cannot exceed three times the value of the
lowest bonus for that year.
Share/option exchange ratio and partial
substitution of shares by options and
vice versa: Once the annual share-based
// 120
// 121
bonus is established, the Company’s Board
of Directors will establish a fixed share/
option exchange ratio. The beneficiary may
decide to substitute a portion of the shares
assigned, not exceeding fifty per cent (50%),
by options.
Shares available for the Plan: The
maximum number of shares that can be
delivered under the Plan over the threeyear period (2009, 2010 and 2011) will
be 200,000 including those assigned but
exchanged for options at the beneficiaries’
discretion.
Annual delivery date: The share-based
bonus will be delivered to the beneficiaries
within thirty (30) calendar days following the
date of the Annual General Meeting, at the
date established by the Board of Directors
or its delegated bodies. For beneficiaries
who are Company directors or, if applicable,
the Company’s general managers, or similar
subject to the provisions of Additional
Provision Four of the Consolidated Spanish
Public Limited Liability Companies Law,
delivery of the corresponding shares (and,
if applicable, options) will be subject to the
approval of shareholders at the AGM.
Rights on shares: the shares will entitle
the beneficiary to the dividend and voting
rights corresponding thereto as from the
date of delivery.
Restricted use of the shares: The
beneficiaries cannot dispose of, encumber or
grant any option on the shares prior to 31
March of the third year following the year in
which the corresponding shares were delivered
to the beneficiary as payment of the bonus in
the form of shares.
Grant of a purchase option to the
Company: The beneficiary grants the
Company a purchase option on shares
delivered to him until 31 March of the third
year following the year of delivery, at a price
of EUR 0.01 per share. This option can only be
exercised by the Company if the employment,
civil or independent contractor relationship
is interrupted or extinguished under certain
conditions.
Option regime: Each option will entitle the
beneficiary to receive one of the Company’s
ordinary shares in exchange for payment of
the share price established for the exercise of
the option or in exchange for payment of the
price arising from monetary settlement due
to differences between option value and share
value at the date the option is exercised. All
or some options granted in a given year under
the Plan can be exercised on one or several
occasions within a three-year period elapsing
either on (a) 31 March of the third calendar
year following that in which they were
assigned, or (b) 31 March of the third year
subsequent to the start of the exercise period.
Under this Plan, 30,389 shares and 45,895
purchase option rights on ACCIONA, S.A.
shares were granted in 2010 to the Group’s
senior executives, including the shares and
options granted to the executive directors
which were described in Note 35.A,
“Directors”. The options granted entitle the
beneficiary to acquire the same number of
shares at a price per share of EUR 91.1.
Details of the people who held senior management positions in 2010 is as follows:
Name
position
Jesús Alcázar Viela
General Manager – ACCIONA Latin America Infrastructure Area
Isabel Antúnez Cid
General Manager – ACCIONA Real Estate Area
Josu Arlabán Gabeiras
General Manager – International Economy and Finance Area
Carmen Becerril Martínez
Chairperson – ACCIONA Energy
Raúl Beltrán Núñez
Internal Audit Manager - ACCIONA
Pío Cabanillas Alonso
General Manager – Communications and Corporate Image
Alfonso Callejo Martínez
General Manager – Corporate Resources
Macarena Carrión López de la Garma
General Manager – Chairman’s Office Area
Luis Castilla Cámara
Chairman – ACCIONA Water
Adalberto Claudio Vázquez
General Manager – ACCIONA International Construction and Concessions Area
Juan Manuel Cruz Palacios
General Manager – Human Resources Administration Area
Peter Duprey
General Manager – US Area
Arantza Ezpeleta Puras
General Manager – International Area
José María Farto Paz
General Manager – ACCIONA Infrastructure Area 3
Juan Gallardo Cruces
General Manager – Economy and Finance
Frank Gelardin
General Manager – International Area
Fermín Gembero Ustarroz
General Manager – Green Utility Energy Area
Joaquín Gómez Díaz
General Manager – ACCIONA Infrastructure Studies and Contracts Area
Antonio Grávalos Esteban
General Manager – ACCIONA Trasmediterranea Area
Carlos López Fernández
General Manager – ACCIONA Facilities Area
Pedro Martínez Martínez
Chairman – ACCIONA Infrastructure
Rafael Mateo Alcalá
General Manager – ACCIONA Energy
Alberto de Miguel Ichaso
General Manager – ACCIONA Energy Strategy and New Businesses
Ricardo Luis Molina Oltra
General Manager – Other Activities Area
Joaquín Mollinedo Chocano
General Manager – Innovation and Sustainability
Juan Muro-Lara Girod
General Manager – Corporate Development and Investor Relations
Carlos Navas García
General Manager – ACCIONA Airport Services Area
Robert Park
General Manager – Canada Area
Jorge Paso Cañabate
Internal Audit Manager
Javier Pérez-Villaamil Moreno
General Manager – ACCIONA Infrastructure Area 1
Jaroslaw Popiolek
General Manager – Poland Area
Félix Rivas Anoro
General Manager – Purchase Area
// 122
// 123
name
posItIon
pedro santIago ruIz osta
general manager – aCCIona wIndpower
juan andrés sáez elegIdo
general manager – CommunICatIons
vICente santamaría-paredes CastIllo
general manager – legal servICes area
dolores sarrIón martínez
assIstant general manager – Corporate resourCes area
juan ramón sIlva Ferrada
general manager – sustaInabIlIty area
jaIme solé sedo
assIstant general manager – green utIlIty energy area
brett thomas
general manager – australIa area
jorge vega-penIChet lopez
general seCretary
justo vICente pelegrInI
general manager – aCCIona InFrastruCture area 2
Details of the people who held senior management positions in 2009 is as follows:
name
posItIon
javIer pérez-vIllaamIl moreno
general manager – ConstruCtIon area (Central)
roberto redondo álvarez
general manager – ChIle area
justo vICente pelegrInI
general manager – ConstruCtIon area (west)
marIano Cano CapdevIla
general manager – mexICo area
Carlos navas garCía
general manager – aCCIona aIrport servICes area
jesús alCázar vIela
general manager – ConstruCtIon area (west)
pedro martínez martínez
general manager – aCCIona InFrastruCture
vICente santamaría de paredes CastIllo
general manager – legal servICes area
juan muro-lara gIrod
general manager – Corporate development and Investor relatIons
Frank gelardIn
general manager – InternatIonal area
Carlos lópez Fernández
general manager – aCCIona FaCIlItIes
alFonso Callejo martínez
general manager – hr and organIzatIon area
adalberto ClaudIo vázquez
general manager – InternatIonal ConstruCtIon and ConCessIon area
jorge paso Cañabate
Internal audIt manager – aCCIona
juan andrés sáez elegIdo
general manager – CommunICatIons
luIs CastIlla Cámara
general manager – aCCIona water area
pedro ruIz osta
general manager – aCCIona wIndpower area
name
// 124
posItIon
juan manuel Cruz palaCIos
general manager – hr admInIstratIon area.
brett thomas
general manager – australIa area
peter duprey
general manager – usa area
jaroslaw popIolek
general manager – poland area
alberto de mIguel IChaso
general manager – energy developments area
Fermín gembero ustaroz
general manager – aCCIona energy green utIlIty area
Carmen beCerrIl martínez
general manager – Corporate resourCes
jorge vega-penIChet lópez
general seCretary
Isabel antúnez CId
general manager – aCCIona real estate area
joaquín gómez díaz
general manager – InFrastruCture studIes and ContraCts area
josé maría Farto paz
general manager – galICIa ConstruCtIon area
josu arlabán gabeIras
general manager – InternatIonal eConomIC and FInanCIal area
juan ramón sIlva Ferrada
general manager – marketIng area
jaIme solé sedo
deputy general manager – aCCIona energy green utIlIty area
pío CabanIllas alonso
general manager – CommunICatIons and Corporate Image
maCarena CarrIón lópez de la garma
general manager – ChaIrman’s oFFICe area
juan gallardo CruCes
general manager – eConomy and FInanCe
antonIo grávalos esteban
general manager – aCCIona trasmedIterranea area
raFael mateo alCalá
general manager – aCCIona energy
joaquín mollInedo ChoCano
general manager – aCCIona energy Corporate resourCes area
FélIx rIvas anoro
general manager – purChase area
esteban morrás andrés
general manager – aCCIona energy
robert park
general manager – Canada area
C. Fees paId to audItors
In 2010 and 2009 the fees for financial audit
services provided to the ACCIONA Group
companies by the main auditor and by other
entities related to it totalled EUR 2.587
million and EUR 2.588 million, respectively.
The fees for the same services paid to other
auditors participating in the audit of various
ACCIONA Group companies amounted to
EUR 1.562 million and EUR 1.495 million in
2010 and 2009, respectively.
In 2010 and 2009 the fees for other
professional services provided to the Group
companies by the main auditor and by
other entities related to it amounted to EUR
874,000 and EUR 1.006 million, respectively,
and the fees for the same services provided
by other auditors participating in the financial
audit of the Group companies amounted to
EUR 1.353 million and EUR 1.692 million,
respectively.
// 125
36. Other disclosures concerning the Board of Directors
Pursuant to Article 229.2 and 3 of Legislative
Royal Decree 1/2010, of 2 July, which
approved the Consolidated Spanish Limited
Liability Companies Law, in order to reinforce
the transparency of limited liability companies
and report situations of conflict of interest, if
any, the following information is provided:
At 31 December 2010, per the information
available to the Company, and except as
stated below, the members of the Board
of Directors and persons related thereto, in
accordance with the definition of related
employed persons, any activities that are
identical, similar or complementary to
the activity that constitutes the Company
object of the Group companies.
persons contained in Article 231 of the
Spanish Limited Liability Companies Law:
Did not own any holdings in the share capital
of companies engaging in an activity that is
identical, similar or complementary to the
activity that constitutes the Company object
of the Group companies, and did not hold any
positions or discharge any duties thereat.
With respect to the aforementioned
holdings, positions, duties and activities,
the following information was furnished
to the Company concerning holdings and
positions in companies not belonging to
the ACCIONA Group:
Had not carried on, and do not carry
on at present, as employees or as self-
no. oF shares/
% oF ownershIp
lIne oF
busIness
dIreCtor
Company
entreCanales de azCárate, juan
heF Inversora, s.a.
51.66%
ChaIrman oF the board
oF dIreCtors
real estate
entreCanales FranCo, juan IgnaCIo
nexotel adeje, s.a.
1.30%
ChaIrman oF the board
oF dIreCtors
hospItalIty
heF Inversora, s.a.
posItIon
1.46%
dIreCtor
real estate
garel-jones, trIstan
IberIa líneas aéreas de españa, s.a.
0.000%
dIreCtor
transport
entreCanales domeCq, danIel
entrerIver, s.a.
99.99%
dIreCtor aCtIng
severally
real estate
--
real estate
dIreCtor
servICes
habItanIa plus, s.a.
FraCtalIa remote system, s.l.
79%
--
// 126
37. Late payments
Disclosures on the payment periods to suppliers.
Additional Provision Three. “Disclosure
Obligations” of Law 15/2010, of 5 July.
Law 15/2010, of 5 July, amending Law
3/2004, of 29 December, establishes
measures to combat late payments in
commercial transactions:“Companies must
expressly publish information on their
supplier payment terms in the notes to their
financial statements”. The Spanish Accounting
and Audit Institute Resolution of 29 December
2010 sets out the information to be included
in the notes to financial statements in order
to comply with Law 15/2010.
only to the Spanish companies of the
consolidable group, at 31 December 2010
there was a “Trade Payables” balance of EUR
93.398 million, which was past due by more
than the legally stipulated period.
Based on the provisions of Standard Three of
the aforementioned Resolution, applicable
38. Explanation added for translation to English
These consolidated financial statements are
presented on the basis of IFRSs as adopted
by the European Union. Certain accounting
practices applied by the Group that conform
with IFRSs may not conform with other
generally accepted accounting principles.
// 127
APPENDIX I
Group companies
The subsidiaries of ACCIONA, S.A. deemed to
be Group companies were treated as such in
accordance with IFRSs. The companies fully
Group company
consolidated in 2010, and the information
thereon at 31 December 2010, are as follows
(amounts in thousands of euros):
Auditor
Location
Main business line
% of
ownership
(nominal) Shareholder
Carrying
amount
3240934 Nova Scotia Company
--
Canada
Energy
100.00% Acciona Renewable Canada Subgroup
Acciona Agua Adelaide Pty Ltd
--
Australia
Water treatment
100.00% Agua Australia Subgroup
8
Acciona Agua Australia Proprietary, Ltd
(A)
Australia
Water treatment
100.00% Acciona Agua Subgroup
5
Acciona Agua Internacional, S.L.
--
Madrid
Water treatment
4
Acciona Agua México, S.R.L. de CV
--
Mexico
Water treatment
--
Acciona Agua, S.A.
(A)
Madrid
Water treatment
100.00% Acciona
Acciona Airport Services Berlin, S.A.
(D)
Germany
LOGISTIC SERVICES
100.00% Acciona
--
Acciona Airport Services Frankfurt, GmbH
(D)
Germany
LOGISTIC SERVICES
100.00% Acciona
5,637
Acciona Airport Services Hamburg, GmbH
(D)
Germany
LOGISTIC SERVICES
100.00% MDC Subgroup
1,244
Acciona Airport Services, S.A.
(A)
Madrid
LOGISTIC SERVICES
100.00% Acciona
3,065
Acciona Aparcamientos, S.L.
(A)
Madrid
Car parks
100.00% Acciona
46,466
Acciona Biocombustibles, S.A.
(C)
Navarre
Energy
100.00% Acciona Energía Subgroup
Acciona Biomasa, S.L.
--
Navarre
Energy
Acciona Blades, S.A.
--
Navarre
Energy
100.00% Acciona Windpower Subgroup
Acciona Concesiones Chile, S.A.
(B)
Chile
Concession operation
100.00% Acciona Infraestructuras Subgroup
Acciona Concesiones, S.L.
--
Madrid
100.00% Acciona
Acciona Concessions Canada 2008 Inc.
--
Canada
100.00% Acciona Concesiones Subgroup
Acciona Corporación, S.A.
--
Madrid
Special purpose entity
100.00% Finanzas y Cartera Dos Subgroup
Acciona Desarrollo Corporativo, S.A.
--
Madrid
(D)
Brazil
100.00% Acciona
Acciona do Brasil, Ltda.
Acciona Eficiencia Energética, S.L.
--
Navarre
Energy
100.00% Biocombustibles Subgroup
Acciona Energía Chile
(B)
Chile
Energy
100.00% Acciona Energía Internacional Subgroup
4,209
124,267
1,804
3
523
20,786
-1,203
60
60
1,923
100
2,149
Acciona Energia Eólica Mexico, S.R.L. de C.V.
(A)
Mexico
Energy
100.00% Acciona Energía Mexico Subgroup
Acciona Energía Internacional, S.L.
--
Navarre
Energy
6,000
--
Acciona Energía Mexico, S.R.L.
(A)
Mexico
Energy
4,950
Acciona Energía Solar, S.L.
(C)
Navarre
Energy
Acciona Energía Solare Italia, S.R.L
--
Italy
Energy
5
381
Group company
Auditor
Location
Main business line
% of
ownership
// 128
Carrying
amount
Acciona Energía UK, L.T.D.
(A)
Wales
Energy
Acciona Energia, S.A.
(C)
Navarre
Energy
100.00% Corp. Acciona Energías Renovables Subgroup
Acciona Energiaki, S.A.
(A)
Greece
Energy
Acciona Energie Windparks Deutchland Gmbh
(C)
Germany
Energy
21,111
Acciona Energy North America Corp.
(A)
USA
Energy
133,552
Acciona Energy Development Canada Inc
--
Canada
Energy
100.00% Acciona Wind Energy Canada Subgroup
5,095
Acciona Energy India Private Limited
(C)
India
Energy
1,917
Acciona Energy Korea, Inc
(B)
South Korea
Energy
1,414
Acciona Energy Oceania Pty. Ltd
(C)
Melbourne
Energy
115,606
Acciona Energy Woodlawn Pty. Ltd
(C)
Australia
Energy
100.00% Acciona Energy Oceania Subgroup
Acciona Eólica Basilicata, Srl.
--
Italy
Energy
98.00% Cesa Italia Subgroup
Acciona Eólica Calabria, Srl.
--
Italy
Energy
Acciona Eólica Cesa Italia, S.R.L.
(A)
Italy
Energy
100.00% Cesa Subgroup
19,639
Acciona Eólica Cesa, S.L.
(A)
Madrid
Energy
100.00% Ceatesalas Subgroup
93,938
Acciona Eólica de Castilla La Mancha, S.L.
(A)
Madrid
Energy
100.00% Alabe Subgroup
Acciona Eólica de Galicia, S.A.
(A)
Lugo
Energy
Acciona Eólica Levante, S.L.
(A)
Valencia
Energy
Acciona Eólica Molise, Srl.
--
Italy
Energy
128
Acciona Eólica Portugal Unipersonal, Lda.
(A)
Portugal
Energy
355
Acciona Facility Services Canada Ltd
--
Canada
Urban services
100.00% Acciona Facility Services Subgroup
--
(D)
Portugal
Urban services
1,048
Acciona Facility Services, S.A.
(A)
Barcelona
Urban services
100.00% Acciona Servicios Urbanos Subgroup
Acciona Forwarding Brasil
(D)
Brazil
LOGISTIC SERVICES
80.00% Acciona Forwarding Subgroup
Acciona Forwarding Canarias, S.L.
(D)
Canary Islands
LOGISTIC SERVICES
Acciona Forwarding Colombia, S.A.
(D)
Colombia
LOGISTIC SERVICES
Acciona Forwarding, S.A.
(A)
Madrid
LOGISTIC SERVICES
100.00% Acciona
Acciona Forwardng Argentina, S.A.
(D)
Argentina
LOGISTIC SERVICES
Acciona Green Energy Developments, S.L.
(C)
Navarre
Energy
Acciona Infraestructuras, S.A.
(B)
Madrid
Construction
100.00% Acciona
Acciona Infrastructures Australia Pty. Ltd
(B)
Australia
Construction
Acciona Ingeniería, S.A.
(B)
Madrid
Engineering
100.00% Acciona
6,909
Acciona Inmobiliaria, S.L.
(A)
Madrid
Real estate
100.00% Acciona
86,630
Acciona Facility Services Portugal
47.95% Acciona Forwarding Perú Subgroup
-1,146,380
5,726
-26
77
100
78,572
9,156
101,518
(1,644)
335
(45)
14,649
87
1,000
196,149
10
// 129
Group company
Auditor
Location
Main business line
% of
ownership
Carrying
amount
Acciona Instalaciones Mexico, S.A De Cv.
(D)
Mexico
Construction
100.00% Acciona Instalaciones Subgroup
Acciona Instalaciones, S.A.
(B)
Seville
Construction
Acciona Inversiones Corea, S.L.
--
Navarre
Energy
Acciona Las Tablas, S.L.
--
Madrid
Real estate
100.00% Acciona Inmobiliaria Subgroup
Acciona Logística, S.A.
--
Madrid
Portfolio company
100.00% Acciona
Acciona Mantenimiento de Infraestructuras, S.A.
(B)
Madrid
Construction
Acciona Nieruchomosci, Sp. Z.O.O.
(A)
Poland
Real estate
Acciona Rail Services, S.A.
--
Madrid
LOGISTIC SERVICES
100.00% Acciona Logística Subgroup
Acciona Renewable Energy Canada Gp Holdings Inc
--
Canada
Energy
7,207
Acciona Renewable Energy Canada Holdings Llc
--
USA
Energy
100.00% Acciona Energy North America Subgroup
4,148
Acciona Rinnovabili Calabria, Srl.
--
Italy
Energy
20
Acciona Rinnovabili Italia, Srl.
--
Italy
Energy
1,114
Acciona Saltos de Agua, S.L.U.
(A)
Madrid
Energy
Acciona Serv. Hospitalarios, S.L.
--
Madrid
Hospitals
Acciona Servicios Urbanos y M.A.
--
Madrid
Urban services
100.00% Acciona
--
Acciona Servicios Urbanos, S.L.
(A)
Madrid
Urban services
100.00% Acciona
11,813
Acciona Sistemas de Seguridad, S.A.
--
Madrid
Construction
100.00% Acciona Instalaciones Subgroup
Acciona Solar Canarias, S.A.
(C)
Canary Islands
Energy
Acciona Solar Energy LLC
--
USA
Energy
Acciona Solar Power Inc.
(A)
USA
Energy
55.00% Acciona Solar Energy Subgroup
9,725
Acciona Solar, S.A.
(C)
Navarre
Energy
1,382
Acciona Termosolar, S.L.
--
Navarre
Energy
Acciona Wind Energy Canada Inc.
--
Canada
Energy
Acciona Wind Energy Private, Ltd
(C)
India
Energy
14,747
Acciona Wind Energy USA, LLC
(A)
USA
Energy
251,366
Acciona Windpower Chile, S.A.
(B)
Chile
Energy
100.00% Acciona Wind Power Internacional Subgroup
Acciona Windpower Internacional, S.L.
--
Navarre
Energy
Acciona Windpower Korea, Inc
(B)
Korea
Energy
250
Acciona Windpower México, Srl de Cv
(A)
Mexico
Energy
--
Acciona Windpower North America L.L.C.
(A)
USA
Energy
1
Acciona Windpower Oceania, Pty, Ltd
(C)
Melbourne
Energy
--
Acciona Windpower, S.A.
(C)
Navarre
Energy
100.00% Corporación AWP Subgroup
75.00% Acciona Solar Subgroup
3
687
5
6,768
51,963
278
7,705
--
3
1,500
165
463
40,090
6
93,074
6
3
2,000
Group company
Auditor
Location
Main business line
% of
ownership
// 130
Carrying
amount
Acvyl Aparcamientos, S.A.
--
Murcia
Car parks
100.00% Acciona Aparcamientos Subgroup
AFS Empleo Social Barcelona, S.L.
--
Barcelona
Urban services
3
AFS Empleo Social, S.L.
--
Barcelona
Urban services
153
Agencia Marítima Transhispánica, S.A.
--
Madrid
LOGISTIC SERVICES
79.86% TRASMEDITERRANEA Subgroup
572
Agencia Schembri, S.A.
(A)
Madrid
LOGISTIC SERVICES
(1,172)
AIE Trafalgar
--
CAdiz
Energy
Alabe Mengibar, A.I.E.
(A)
Madrid
Energy
96.25% IDC Subgroup
Alabe Sociedad de Cogeneración, S.A.
(A)
Madrid
Energy
Amherst Wind Power Lp
--
Canada
Energy
Andratx Obres i Sanetjament, S.L.
--
Mallorca
Water treatment
Antigua Bodega de Don Cosme Palacio, S.L.
(A)
Alava
Wineries
100.00% Bodegas Palacio Subgroup
Aparcament Vertical del Maia, S.A.
--
Andorra
Car parks
100.00% Acciona Aparcamientos Subgroup
Armow Wind Power Lp Inc
--
Canada
Energy
Arsogaz 2005, S.L.
--
Madrid
Real estate
Asesores Turísticos del Estrecho, S.A.
--
Málaga
LOGISTIC SERVICES
Asimetra, S.A. C.V.
315
1,693
59
23,448
1,926
4
30
4,300
367
5
160
(D)
Mexico
Construction
Aulac Wind Power Lp
--
Canada
Energy
Autopista Del Mar Atlántica, S.L.
--
Madrid
LOGISTIC SERVICES
Bear Creek
--
USA
Energy
100.00% Gwh - Acciona Energy Subgroup
Bestinver Gestión S.C.I.I.C., S.A.
(C)
Madrid
Finance
100.00% Bestinver Subgroup
331
Bestinver Pensiones G.F.P., S.A.
(C)
Madrid
Finance
1,203
Bestinver Sociedad de Valores, S.A.
(C)
Madrid
Finance
5,267
Bestinver, S.A.
(C)
Madrid
Finance
100.00% Acciona
6,113
Biocarburants de Catalunya, S.A.
--
Barcelona
Energy
Biodiésel Bilbao
(C)
Vizcaya
Energy
2,405
Biodiesel Caparroso, S.L.
(C)
Navarre
Energy
13,526
Biodiesel Castellón, S.L.
--
Navarre
Energy
5
Biodiesel Coruña, S.L.
--
Navarre
Energy
5
Biodiesel del Esla Campos
--
Navarre
Energy
15
Biodiesel Sagunt, S.L.
--
Navarre
Energy
Biogás Gestión Madrid, S.A.
--
Madrid
Urban services
Biomasa Alcázar, S.L.
--
Madrid
Energy
100.00% Biomasa Subgroup
3
2,109
3
1,195
1,947
5
36
3
// 131
Group company
Auditor
Location
Main business line
% of
ownership
Carrying
amount
Biomasa Briviesca, S.L.
(C)
Burgos
Energy
Biomasa Miajadas, S.L.
--
Madrid
Energy
Biomasa Sangüesa, S.L.
(C)
Navarre
Energy
Bodegas Palacio, S.A.
(A)
Alava
Wineries
100.00% Sileno Subgroup
Brisas Del Istmo 1 Sa De Cv
(A)
Mexico
Energy
Capev Venezuela
(D)
Venezuela
Construction
Ce Oaxaca Cuatro, S. De R.L. De C.V.
(A)
Mexico
Energy
--
Ce Oaxaca Dos, S. De R.L. De C.V.
(A)
Mexico
Energy
--
Ce Oaxaca Tres, S. De R.L. De C.V.
(A)
Mexico
Energy
Ceatesalas. S.L.
(A)
Madrid
Energy
Cenargo España, S.L.
(A)
Madrid
LOGISTIC SERVICES
79.86% Agencia Schembri Subgroup
Ceólica Hispania. S.L.
(A)
Madrid
Energy
Cesa Eolo Sicilia Srl.
--
Italy
Energy
Cirtover, S.L.
--
Madrid
100.00% Acciona
3
Coefisa, S.A.
--
Switzerland
Finance
100.00% Acciona
711
Combuslebor, S.L.
--
Murcia
LOGISTIC SERVICES
100.00% Transportes Olloquiegui Subgroup
Compania Eólica Granadina. S.L.
(A)
Granada
Energy
Compania Eólica Puertollano. S.L.
--
Puertollano
Energy
Compañía de Aguas Paguera, S.L.
(A)
Mallorca
Water treatment
Compañía Energética Para El Tablero, S.A.
(A)
Madrid
Energy
Compañía Internacional de Construcciones
--
PanamA
Finance
Compañía TRASMEDITERRANEA, S.A.
(A)
Madrid
LOGISTIC SERVICES
Concesionaria Universidad Politécnica de San Luis
(D)
Mexico
Chile
Construction
Consorcio Constructor Araucaria Ltd.
--
49.00% Ceólica Subgroup
100.00% Gesba Subgroup
90.00% IDC Subgroup
100.00% Acciona
100.00% Acciona
4,191
3
100
1,526
305
1,733
-983,583
283
49,404
2,070
367
2,930
-1,346
-1,353
257,540
2,571
3
Construcciones Residenciales Mexico, C.B.
(D)
Mexico
Construction
2
Constructora La Farfana, Spa
(B)
Chile
Construction
--
Constructora Ruta 160, S.A.
(B)
Chile
Construction
100.00% Acciona Infraestructuras Chile Subgroup
Copane Valores, S.L.
--
Madrid
Portfolio company
100.00% Acciona
55,779
Corporación Acciona Energías Renovables, S.L.
(A)
Madrid
Energy
100.00% Acciona
1,773,906
Corporación Acciona Eólica, S.A.
(A)
Madrid
Energy
Corporación Acciona Hidráulica, S.A.
(A)
Madrid
Energy
Corporación Acciona Windpower, S.L.
(C)
Madrid
Energy
100.00% Acciona
8
3
3
1,995
Group company
Auditor
Location
Main business line
% of
ownership
Carrying
amount
Corporación de Explotaciones y Servicios, S.A.
--
Madrid
Portfolio company
Corporación Eólica Catalana. S.L.
--
Madrid
Energy
--
Corporación Eólica de Barruelo. S.L.
(A)
Madrid
Energy
2,155
Corporación Eólica de Manzanedo. S.L.
(A)
Madrid
Energy
2,045
Corporación Eólica de Valdivia. S.L.
(A)
Madrid
Energy
2,752
Corporación Eólica de Zamora. S.L.
(A)
Madrid
Energy
1,786
Corporación Eólica La Cañada. S.L.
--
Madrid
Energy
Corporación Eólica Sora. S.A.
--
Zaragoza
Energy
(D)
CoviNal, Ltda.
100.00% Acciona
// 132
1,712
3
728
Colombia
Wineries
100.00% Hijos de Antonio Barcelo Subgroup
396
--
USA
Energy
100.00% Acciona Wind Energy USA Subgroup
141,669
Depurar 7B, S.A.
--
Aragon
Water treatment
Depurar 8B, S.A.
(A)
Aragon
Water treatment
Desarrollos Revolt del Llobregat, S.L.
(A)
Madrid
Real estate
Desarrollos y Construcciones, S.A. de CV
(D)
Demsey Ridge Wind Farm
1,007
5,939
10,465
Mexico
Construction
Deutsche Necso Entrecanales Cubiertas GmbH
--
Germany
Construction
7,828
Dren, S.A.
--
Madrid
Portfolio company
100.00% Acciona
Ecobryn, LLC
--
USA
Energy
100.00% Ecoenergy Subgroup
Ecochelle Wind, LLC
--
USA
Energy
7
Ecodane Wind, LLC
--
USA
Energy
361
Ecogrove Wind, LLC
(A)
USA
Energy
Ecoleeds Wind, LLC
--
USA
Energy
Ecomagnolia, LLC
--
USA
Energy
635
Ecomet Wind, LLC
--
USA
Energy
2,530
Ecomont Wind, LLC
--
USA
Energy
480
Ecopraire Wind, LLC
--
USA
Energy
15
Ecoridge Wind, LLC
--
USA
Energy
289
Ecorock Wind, LLC
--
USA
Energy
291
Ecovalon Wind, LLC
--
USA
Energy
368
Ecovista Wind, LLC
--
USA
Energy
8,672
EHN Croacia
--
Croatia
Energy
3
EHN Deutschland, Gmbh
(C)
Germany
Energy
25
EHN Poland
--
Poland
Energy
2,009
44
1,115
221
57,749
609
// 133
Group company
% of
ownership
Carrying
amount
Auditor
Location
Main business line
EHN Slovenia
--
Slovenia
Energy
Emp. Diseño Constr. Cons. Jardines y Zonas Verdes, S.A.
--
MAlaga
Construction
Empreendimientos Eólicos do Verde Horizonte, S.A.
(A)
Portugal
Energy
100.00% Acciona Eólica Portugal Subgroup
8,733
Empreendimientos Eólicos Ribadelide, S.A.
(A)
Portugal
Energy
7,479
Enalia, Ltda.
(D)
Colombia
Wineries
100.00% Hijos de Antonio Barcelo Subgroup
1,741
Energea Servicios y Mantenimiento. S.L.
(A)
Barcelona
Energy
98.00% Terranova Subgroup
Energía Renovable de Teruel, S.L.
--
Teruel
Energy
51.00% Energías Alternativas de Teruel Subgroup
Energía Renovables de Barazar, S.L.
--
Madrid
Energy
Energías Alternativas de Teruel, S.A.
--
Teruel
Energy
82
Energías Eólicas de Catalunya, S.A.
(C)
Barcelona
Energy
6,000
Energías Renovables de Ricobayo. S.A.
--
Madrid
Energy
181
Energías Renovables El Abra. S.L.
(A)
Vizcaya
Energy
2,025
Energías Renovables Operación Y Mantenimiento, S.L.
--
Barcelona
Urban services
Energías Renovables Peña Nebina. S.L.
--
Madrid
Energy
--
Entidad Efinen, S.A.
-141
3
339
41,997
3
812
Madrid
100.00% Acciona
Entrecanales y Tavora Gibraltar, Ltd.
(D)
Gibraltar
Construction
Eólica de Rubio, S.A.
(C)
Barcelona
Energy
Eólica de Sanabria. S.L.
(A)
Madrid
Energy
Eólica de Zorraquin, S.L.
(C)
Madrid
Energy
603
Eólica Gallega del Atlántico. S.L.
--
A Coruña
Energy
619
Eólica Sierra Sesnández, S.L.
--
Madrid
Energy
Eólica Villanueva, S.L.
(C)
Navarre
Energy
867
Eólicas del Moncayo. S.L.
(A)
Soria
Energy
846
Eólicos Breogan. S.L.
--
Pontevedra
Energy
Eoliki Evripoy Cesa Hellas Epe
--
Greece
Energy
72.00% Cesa Hellas Subgroup
13
Eoliki Panachaikou S.A.
(A)
Greece
Energy
9,580
Eoliki Paralimnis Cesa Hellas Epe
--
Greece
Energy
ES Legarda, S.L.
--
Navarre
Energy
Estibadora Puerto Bahía, S.A.
--
CADIZ
LOGISTIC SERVICES
--
Estudios y Construcciones de Obras, S.A. de Cv
--
Mexico
Construction
--
Etime Facilities, S.A.
--
Madrid
Other Businesses
Europa Ferrys, S.A.
(A)
CADIZ
LOGISTIC SERVICES
100.00% Acciona
162
-6,000
6,403
--
--
13
1,750
-15,969
Group company
Auditor
Location
Main business line
% of
ownership
// 134
Carrying
amount
Eurus S,A,P.I de C.V.
(A)
Mexico
Energy
Finanzas Dos, S.A.
--
Madrid
100.00% Acciona
Finanzas Nec, S.A.
--
Madrid
Finance
Finanzas y Cartera Dos, S.A.
--
Madrid
Other Businesses
100.00% Acciona
--
Finanzas y Cartera Uno, S.A.
(A)
Madrid
Other Businesses
100.00% Acciona
--
Frigoriferi Di Tavazzano, S.P.A.
--
Italy
LOGISTIC SERVICES
Frigorificos Caravaca, S.L.
--
Murcia
LOGISTIC SERVICES
Generacion de Energia Renovable, S.A.
(A)
Alava
Energy
General de Producciones y Diseño, S.A.
(B)
Seville
Other Businesses
Genérica de Construcc. y Mto. Industrial, S.A.
--
Zaragoza
Construction
100.00% Acciona
Gestión de Servicios Urbanos Baleares, S.A.
(A)
Mallorca
Water treatment
Global de Energías Eólicas Al-Andalus, S.A.
(A)
Zamora
Energy
Globaser International Services
--
Switzerland
Urban services
--
Green Wind Corporation
--
USA
Energy
--
Green Wind of Canada Corp
--
USA
Energy
Grupo Transportes Frigoríficos Murcianos, S.L.
--
Murcia
LOGISTIC SERVICES
Guadalaviar Consorcio Eólico Alabe Enerfin, S.A.
--
Madrid
Energy
Gunning Wind Energy Developments Pty Ltd
(C)
Australia
Energy
100.00% Gunning Wind Energy Subgroup
Gunning Wind Energy Holdings Pty Ltd
(C)
Australia
Energy
Gwh-Acciona Energy Llc
--
USA
Energy
8,119
Heartland Windpower, Llc
--
USA
Energy
18,347
Hermes Logística, S.A.
(A)
Barcelona
LOGISTIC SERVICES
--
Barcelona
Energy
100.00% Acciona Saltos de Agua Subgroup
Hijos de Antonio Barceló, S.A.
(A)
Madrid
Wineries
100.00% Acciona
31,710
Hospital de León Bajio, S.A. de C.V.
(D)
Mexico
Hospitals
100.00% Acciona
2,960
Iber Rail France, S.L.
--
France
LOGISTIC SERVICES
Ibérica Arabian Co Ltd
--
Saudi Arabia
Iberinsa Do Brasil Engenharia Ltda.
--
Ibiza Consignatarios, S.L.
3
3,471
61
-3,557
4,438
1,268
30
-25,509
-703
60
---
928
2,387
146
Engineering
100.00% Acciona Ingeniería Subgroup
120
Brazil
Engineering
100.00% Acciona Ingeniería Subgroup
102
--
Ibiza
LOGISTIC SERVICES
Inantic, S.A.
--
Madrid
Industria Toledana de Energías Renovables, S.L.
--
Toledo
Energy
Inetime, S.A.
--
Madrid
Urban services
100.00% Acciona
6
26
250
--
// 135
Group company
Auditor
Location
Main business line
% of
ownership
Carrying
amount
Ineuropa de Cogeneración, S.A.
(A)
Madrid
Energy
Infraestructuras Ayora, S.L.
--
Madrid
Energy
100.00% Guadalaviar Subgroup
14,462
Infraestructuras Villanueva, S.L.
--
Madrid
Energy
100.00% Guadalaviar Subgroup
Inmobiliaria Parque Reforma, S.A. de CV
(A)
Mexico
Real estate
16,274
Inneo 21, S.L.
--
Madrid
Energy
16,155
INR Eólica, S.A.
--
Seville
Energy
Interlogística del Frío, S.A.
(A)
Barcelona
LOGISTIC SERVICES
16,819
Interurbano de Prensa, S.A.
(A)
Madrid
LOGISTIC SERVICES
2,676
Jade 1117. Gmbh
--
Germany
LOGISTIC SERVICES
100.00% Acciona Airport Services Subgroup
Kw Tarifa, S.A.
(A)
Madrid
Energy
Lambarene Necso Gabón
(D)
Gabon
Construction
Lameque Wind Power Lp
--
Canada
Energy
3
1
323
28
18,761
-15,228
Logística del Transporte Slb, S.A.
--
Murcia
LOGISTIC SERVICES
Lusonecso
(A)
Portugal
Real estate
5,704
MDC Airport Consult Gmbh
--
Germany
LOGISTIC SERVICES
100.00% Acciona
1,218
Medio Ambiente Dalmau Extremadura, S.L.
--
Valencia
Urban services
100.00% Medio Ambiente Dalmau Subgroup
Medio Ambiente Dalmau, S.A.
(D)
Valencia
Urban services
Merlín Quinn Wind Power Lp
--
Canada
Energy
Metrología y Comunicaciones, S.A.
--
Madrid
Construction
Millatres 2003, S.L.
--
Tenerife
LOGISTIC SERVICES
79.86% Agencia Schembri Subgroup
(D)
Poland
Construction
50.09% Acciona
Mostostal Warszawa, S.A.
994
1
753
6,081
135
2
40,671
Moura Fabrica Solar, Lda.
--
Portugal
Energy
Mt Gellibrand Wind Farm Pty, Ltd.
(C)
Australia
Energy
15,618
Multiservicios Grupo Acciona Facility Services, S.A.
--
Barcelona
Urban services
1,500
Murfitrans, S.L.
--
Murcia
LOGISTIC SERVICES
Necso Canada, Inc.
(C)
Canada
Construction
Necso Entrecanales Cubiertas Mexico, S.A. de Cv
(D)
Mexico
Construction
553
Necso Hong Kong, Ltd.
(C)
Hong Kong
Construction
1,238
Necso Triunfo Construcoes Ltda
(D)
Brazil
Construction
Nevada Solar One, Llc
(A)
USA
Energy
Notos Produçao de Energía Lda
(B)
Portugal
Energy
Nvs1 Investment Group, Llc
--
USA
Energy
100.00% NVS1 Investment Group Subgroup
70.00% Sayago Subgroup
100.00% Acciona Solar Energy Subgroup
5
220
13,419
-19,547
1,042
19,547
Group company
Olloquiegui France, Eurl
Auditor
Location
Main business line
% of
ownership
// 136
Carrying
amount
--
France
LOGISTIC SERVICES
Operadora de Servicios Hospitalarios, S.A. de C.V.
(D)
Mexico
Hospitals
100.00% Acciona Servicios Hospitalarios Subgroup
P & S Logística Integral Perú
(D)
Peru
LOGISTIC SERVICES
Pacific Renewable Energy Generation, Llc
--
USA
Energy
Packtivity, S.A.
--
Madrid
LOGISTIC SERVICES
100.00% Acciona
Parco Eolico Cocullo S.P.A.
(A)
Italy
Energy
Paris Aquitaine Transports, S.A.
--
France
LOGISTIC SERVICES
--
Parque Eólico da Costa Vicentina, S.A.
(A)
Portugal
Energy
9,356
(A)
Portugal
Energy
3,049
(A)
Portugal
Energy
2,066
(A)
Portugal
Energy
1,906
(A)
Portugal
Energy
4,477
(A)
Portugal
Energy
25,216
Parque Eólico dos Fiéis, S.A.
(A)
Portugal
Energy
1,325
Parque Eólico Escepar, S.A.
(A)
Toledo
Energy
1,539
Parque Eólico La Esperanza. S.L.
(A)
Madrid
Energy
1,056
Parque Eólico Peralejo, S.A.
(A)
Toledo
Energy
1,020
Parque Eólico Topacios, S.A.
--
Madrid
Energy
Parque Eólico Tortosa, S.L.
(A)
Barcelona
Energy
2,394
Parque Eólico Villamayor, S.L.
(A)
Madrid
Energy
2,912
Parque Reforma Santa Fe, S.A. de C.V.
(A)
Mexico
Real estate
70.00% Parque Reforma Subgroup
8,906
Parques Eólicos Celadas, S.L.
(A)
Madrid
Energy
4,599
Parques Eólicos de Ciudad Real, S.L.
(A)
Ciudad Real
Energy
7,844
Parques Eólicos de Extremadura, S.A.
--
Badajoz
Energy
2,040
Parques Eólicos del Cerrato, S.L.
(A)
Madrid
Energy
1,375
Pat Cargo, S.A.
(D)
Chile
LOGISTIC SERVICES
Pia.Cos S.R.L.
--
Italy
Water treatment
Pitagora Srl.
--
Italy
Energy
8,780
Portal Golf Fomento, S.A.
--
Madrid
Technology
100.00% Tictres Subgroup
1,464
Pridagua Tratamiento de Aguas y Residuos, Lda.
--
Portugal
Water treatment
Pridesa America Corporation
--
USA
Water treatment
Punta Palmeras, S.A.
--
Chile
Energy
-3
57
7,999
120
13,595
13
588
10
--19
// 137
Group company
% of
ownership
Carrying
amount
Auditor
Location
Main business line
Pyrenees Wind Energy developments Pty. Ltd
(C)
Australia
Energy
100.00% Pyrenees Wind Energy Subgroup
Pyrenees Wind Energy Holdings Pty. Ltd
(C)
Australia
Energy
9,459
Ramwork, S.A.
--
Barcelona
Urban services
500
Ravi Urja Energy India Pvt Ltd
--
India
Energy
9
Red Hills Finance, Llc
(A)
USA
Energy
67,385
Red Hills Holding, Llc
--
USA
Energy
100.00% Tatanka Subgroup
89,402
Rendos, S.A.
--
Madrid
Finance
100.00% Acciona
Riacho Novo Empreendimentos Inmobiliarios, Ltda.
--
Brazil
Real estate
Rio Paraíba Do Sul Serviços Ltda
--
Brazil
100.00% Acciona Do Brasil Subgroup
(D)
Brazil
Route & Press, S.L.
--
Madrid
LOGISTIC SERVICES
Rusticas Vegas Altas, S.L.
--
Badajoz
Energy
100.00% Termosolar Subgroup
Saltos del Nansa, S.A. (Sole-Shareholder Company)
(A)
Santander
Energy
105,802
Saltos y Centrales de Catalunya, S.A.
(A)
Barcelona
Energy
42,816
San Miguel 2000. S.L.
--
A Coruña
Energy
Scdad. Empresarial de Financiación y Comercio, S.L.
--
Madrid
Finance
Sdad. Conc. Hospital del Norte, S.A.
(A)
Madrid
Hospitals
Servicios Corporativos Iberoamérica, S.A. de C.V
(A)
Mexico
Real estate
100.00% Parque Reforma Subgroup
Setesa Mantenimientos Técnicos, S.A.
(A)
Madrid
Urban services
Shanghai Acciona Windpower Technical Service Co., Ltd.
--
China
Energy
Sierra de Selva, S.L.
(C)
Navarre
Energy
Sileno, S.A.
--
Alava
Wineries
100.00% Hijos de Antonio Barceló Subgroup
Sistemas Energéticos El Granado, S.A.
(A)
Seville
Energy
Sistemas Energéticos Sayago, S.L.
--
Madrid
Energy
Sistemas Energéticos Valle de Sedano, S.A.
(A)
Madrid
Energy
Soc. Concesionaría A2 Tramo 2, S.A.
(A)
Guadalajara
100.00% Acciona
Sociedad Concesionaria Acciona Concesiones Ruta 160
(B)
Chile
100.00% Acciona Infraestructuras Chile Subgroup
Sociedad Explotadora de Recursos Eólicos, S.A.
(A)
Portugal
Energy
Sociedad Levantina de Obras y Servicios, S.A.
--
Valencia
Construction
100.00% Acciona
Sociedad Operadora del Hospital del Norte
(A)
Madrid
Hospitals
100.00% Acciona
Soconfil, S.A.
--
Madrid
Solar Fields Energy Photo Voltaic India Pvt Ltd
--
India
Energy
Rodovia Do Aço, S.A.
98.00% Terranova Subgroup
14,152
5,871
-5
27,947
339
2,000
1,026
100.00% Acciona
138
95.00% Acciona
8,702
3
700
178
17,126
7,615
2,104
3
2,174
5,961
38,865
8,202
75
-60
9
Group company
Auditor
Location
Main business line
% of
ownership
// 138
Carrying
amount
Solomon Forks Wind Farm, LLC
--
USA
Energy
Soluciones Mecánicas y Tecnológicas, S.L.
--
Navarre
Energy
St. Lawrence, Llc
--
USA
Energy
100.00% Aes-Acciona Energy NY Subgroup
2,456
Starke Wind Golice Sp. Z.o.o.
--
Poland
Energy
100.00% Acciona Energy Poland Subgroup
5,972
Sun Photo Voltaic Energy India Pvt Ltd
--
India
Energy
Surya Energy Photo Voltaic India Pvt Ltd
--
India
Energy
Table Mountain Wind
--
USA
Energy
TAJRO, Sp. Z.O.O.
(A)
Poland
Real estate
15,976
Tatanka Finance Llc
(A)
USA
Energy
22,252
Tatanka Holding, Llc
--
USA
Energy
34,470
Terminal de Carga Rodada, S.A.
(A)
Madrid
LOGISTIC SERVICES
Terminal de Contenedores Algeciras, S.A.
(A)
Algeciras
LOGISTIC SERVICES
Terminal Ferry Barcelona, S.R.L.
--
Barcelona
LOGISTIC SERVICES
Termoeléctrica de Badajoz
(C)
Navarre
Energy
Termosolar Alvarado Dos, S.L.
--
Badajoz
Energy
3
Termosolar Majadas, S.L.
(C)
Madrid
Energy
24,059
Termosolar Palma Saetilla, S.L.
(C)
Madrid
Energy
49,164
Ternua Holdings, B.V.
--
Netherlands
Energy
100.00% Tecusa Subgroup
Terranova Energy Corporation
--
USA
Energy
Terranova Energy Corporation, S.A.
(A)
Barcelona
Energy
Tibest Cuatro, S.A.
--
Madrid
100.00% Acciona
Tictres, S.A.
--
Madrid
100.00% Acciona
Tours And Incentives, S.A.U.
--
Madrid
LOGISTIC SERVICES
Towarowa Park Spolka Z.O.O.
(A)
Poland
Real estate
Transcargo Magreb, S.A.
--
Madrid
LOGISTIC SERVICES
79.86% TRASMEDITERRANEA Cargo Subgroup
Transcargo Grupajes, S.A.
--
Madrid
LOGISTIC SERVICES
79.86% TRASMEDITERRANEA Cargo Subgroup
12
Transportes Frigoríficos Murcianos, S.L.
--
Murcia
LOGISTIC SERVICES
1,105
Transportes Olloquiegui, S.A.
--
Navarre
LOGISTIC SERVICES
--
Transurme, S.A.
--
Barcelona
LOGISTIC SERVICES
1,451
TRASMEDITERRANEA Cargo, S.A.
(A)
Madrid
LOGISTIC SERVICES
(3,854)
TRASMEDITERRANEA Shipping Maroc, S.A.R.L.
--
Tangier
LOGISTIC SERVICES
Tratamiento de Residuos de la Rad, S.L.
--
La Rioja
Urban services
100.00% Acciona
100.00% Acciona
2,834
100
9
9
1,979
2,533
8,895
13,991
11,500
777
52,289
15,933
13,523
-399
5,142
12
7
--
// 139
Group company
Auditor
Location
Main business line
% of
ownership
Ttanka Wind Power
(A)
USA
Energy
Tucana, Sp. Z.O.O.
(A)
Poland
Real estate
6,810
Tuppadahalli Energy India Private Limited
--
India
Energy
9,215
Turismo y Aventuras, S.A.U.
--
Madrid
LOGISTIC SERVICES
Valgrand 6, S.A.
--
Madrid
Real estate
Vector-Cesa Hellas Likosterna Epe
--
Greece
Energy
Velva Windfarm, Llc
--
USA
Energy
Viajes Eurotras, S.A.
--
CADIZ
LOGISTIC SERVICES
Volkmarsdorfer Windpark Betriebsgesellschaft Mbh
(C)
Germany
Energy
West Hill, Llc Wind Power
--
USA
Energy
100.00% Aes-Acciona Energy NY Subgroup
White Shield Wind Project
(A)
USA
Energy
164,242
Wind Farm 66
--
USA
Energy
749
Wind Walker
--
USA
Energy
Yeong Yang Windpower
(B)
South Korea
Energy
Yeong Yang Windpower Corporation II
--
South Korea
Energy
Zurich Wind Power Lp Inc
--
Canada
Energy
(*) Companies whose financial statements were audited by: (A) Deloitte; (B) PricewaterhouseCoopers; (C) KPMG; (D) Other.
Carrying
amount
251,679
399
8,649
43
10,242
799
6,925
1,442
709
22,974
29
257
// 140
APPENDIX II
Jointly controlled entities
The jointly controlled entities
proportionately consolidated in 2010, in
accordance with IFRSs, and the information
related thereto are as follows (amounts in
thousands of euros):
Auditor
Location
Main business line
% of wnership
(nominal)
Shareholder
Carrying
amount
Acciona Chinook Roads Gp Inc.
(A)
Canada
50.00%
Acciona Concesiones Subgroup
Acciona FSJ Gp Ltd.
(A)
Canada
50.00%
--
Acciona ISL Health Victoria Holdco, Ltd
(A)
Canada
40.00%
Acciona
Adelaideaqua Pty Ltd.
--
Australia
Water treatment
50.00%
Acciona Agua Adelaide Subgroup
Aguas Tratadas del Valle de Mexico, S.A. de C.V.
--
Mexico
Water treatment
24.26%
Acciona Agua Subgroup
Algerian Water Investment, S.L.
(A)
Madrid
Water treatment
50.00%
Amper Central Solar Moura, S.A.
(B)
Portugal
Energy
65.60%
Acciona Energía Internacional Subgroup
Aparcamientos Cinelandia, S.A.
(A)
Brazil
Car parks
60.00%
Acciona Aparcamientos Subgroup
Arturo Soria Plaza, A.I.E.
(D)
Madrid
Real estate
25.00%
Inosa Subgroup
Autovía de los Viñedos, S.A.
(C)
Toledo
50.00%
Acciona
Bana H2 Szeleromu Megujulo Energía Hasznosito Kft
--
Hungary
Energy
47.30%
Energy Subgroup
Becosa Eólico Alijar, S.A.
(A)
CADIZ
Energy
50.00%
Acciona Energía Subgroup
3,695
Becosa Eólico La Valdivia, S.A.
(A)
Seville
Energy
50.00%
4,151
Bioetanol Energético
--
Madrid
Energy
50.00%
Biocombustibles Subgroup
804
Bioetanol Energético La Mancha
(C)
Madrid
Energy
50.00%
Biocombustibles Subgroup
931
Cathedral Rocks Construcc. and Management, Pty Ltd
(C)
Australia
Energy
50.00%
Acciona Energy Oceania Subgroup
Cathedral Rocks Holdings 2, Pty. Ltd
(C)
Australia
Energy
50.00%
Cathedral Rock Subgroup
14,464
Cathedral Rocks Holdings, Pty. Ltd
(C)
Australia
Energy
50.00%
Acciona Energy Oceania Subgroup
15,987
Cathedral Rocks Wind Farm, Pty. Ltd
(C)
Australia
Energy
50.00%
Cathedral Rock Subgroup
14,464
Chin Chute Windfarm Jv
(B)
Canada
Energy
33.33%
Acciona Wind Energy Canada Subgroup
10,070
Cogeneración Arrudas Ltda
--
Brazil
Water treatment
50.00%
Compañía Urbanizada del Coto, S.L.
(A)
Madrid
Real estate
50.00%
Acciona Inmobiliaria Subgroup
Concesionaria de Desalación de Ibiza, S.A.
--
Ibiza
Water treatment
32.00%
Constructora de Obras Civiles y Electromecánicas de
Atotonilco S.A de C.V.
--
Mexico
Water treatment
49.00%
Aguas Hispano Mexicana Subgroup
--
Constructora Necso Sacyr Chile
--
Chile
Construction
50.00%
Acciona Infraestructuras Chile Subgroup
8
Constructora Sacyr Necso Chile, S.A.
--
Chile
Construction
50.00%
Depurar P1, S.A.
--
Zaragoza
Water treatment
50.00%
-244
-875
6,825
29,975
3,331
6
24,261
97
--
55
48,394
326
8
1,035
// 141
Auditor
Location
Main business line
% of wnership
(nominal)
Shareholder
Desarrollo de Energías Renovables de Navarra, S.A.
(B)
Pamplona
Energy
50.00%
Empresa Mixta de Servicios de Villanueva de Algaidas,
S.A.-Emserva, Sa.
(D)
Malaga
Water treatment
49.00%
Energías Renovables Mediterráneas, S.A.
(C)
Valencia
Energy
50.00%
Energy Corp Hungary Kft
--
Hungary
Energy
47.30%
Cesa Subgroup
Eurovento Renovables, S.L.
--
A Coruña
Energy
50.00%
Ceólica Subgroup
Eurovento, S.L.
(A)
A Coruña
Energy
50.00%
Tripower Subgroup
Freyssinet, S.A.
(A)
Bilbao
Construction
50.00%
Acciona Infraestructuras Subgroup
Gestión de Edificios Comerciales, S.A.
--
Madrid
Real estate
25.00%
Inosa Subgroup
Gran Hospital Can Misses, S.A.
(B)
Ibiza
Hospitals
40.00%
Acciona
Carrying
amount
4,936
49
79,500
4,198
-29
5,261
60
2,410
Groundworx Gmbh
(A)
Germany
LOGISTIC SERVICES
49.00%
Acciona Airport Services Frankfurt Subgroup
49
Iniciativas Energéticas Renovables, S.L.
--
Pamplona
Energy
50.00%
15
Líneas Eléctricas Asturianas, S.L.
--
Asturias
Energy
50.00%
Eurovento Subgroup
2
Líneas Eléctricas Gallegas II, S.L.
--
Galicia
Energy
50.00%
Eurovento Subgroup
2
Líneas Eléctricas Gallegas III, S.L.
--
Galicia
Energy
50.00%
Eurovento Subgroup
2
Líneas Eléctricas Gallegas, S.L.
--
Galicia
Energy
50.00%
Eurovento Subgroup
Magrath Windfarm Jv
(B)
Canada
Energy
33.33%
4,414
--
Mov-R H1 Szeleromu Megujulo Energía Hasznosito, Kft
1
Hungary
Energy
47.30%
Energy Subgroup
3,822
(D)
Algeria
Water treatment
25.50%
AWI Subgroup
6,858
--
Madrid
Real estate
50.00%
(D)
Madrid
50.00%
Acciona
Operalia
(B)
Chile
50.00%
Paramo de Los Angostillos, S.L.
(C)
Palencia
Energy
50.00%
1,920
Parque Eólico A Runa, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
7,068
Parque Eolico Adrano, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
7,429
Parque Eólico Ameixenda Filgueira, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
6,648
Parque Eolico Cinseiro, S.L.
(A)
Zamora
Energy
50.00%
Ceólica Subgroup
505
Parque Eolico Curras, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
1,885
Parque Eólico de Abara, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
1,529
Parque Eólico de Bobia y San Isidro, S.L.
(A)
Asturias
Energy
50.00%
Ceólica Subgroup
548
Parque Eolico de Deva, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
3,505
Parque Eolico de Tea, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
6,393
Parque Eolico Vicedo, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
553
Myah Typaza, Spa
Necsorgaz, S.L.
Nova Darsena deportiva de Bara, S.A.
69
1,866
8
Auditor
Location
Main business line
% of wnership
(nominal)
// 142
Shareholder
Carrying
amount
Parque Eólico Virxe Do Monte, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
5,147
Parques Eólicos de Buio, S.L.
(A)
A Coruña
Energy
50.00%
Ceólica Subgroup
4,305
Polígono Romica, S.A.
--
Albacete
Real estate
50.00%
Retiro Inmuebles, S.L.
--
Madrid
Real estate
50.00%
Ripley Windfarm JV
(B)
Canada
Energy
50.00%
--
Secomsa Gestió, S.L.
937
-48,287
Tarragona
Urban services
50.00%
Cessa Subgroup
3,033
(D)
Murcia
Water treatment
48.27%
9,776
Sistema Eléctrico de Evacuación Eólica en Subestación
--
Madrid
Energy
31.90%
Cesa Subgroup
Sistemes Electrics Espluga, S.A.
--
Barcelona
Energy
50.00%
Sociedad Concesionaria Autop. Metropolit.
(B)
Chile
50.00%
Sociedad Concesionaria del Canal de Navarra, S.A.
(D)
Pamplona
35.00%
Acciona
Sociedad Concesionaria del Litoral Central
(B)
Chile
50.00%
Sociedad Concesionaria Puente del Ebro, S.A.
(A)
Aragon
50.00%
Acciona
Sociedad de Aguas Hispano Mexicana S.A de C.V.
(A)
Mexico
Water treatment
50.00%
--
Sociedad Mixta del Agua-Jaén, S.A.
(A)
Jaén
Water treatment
60.00%
360
Sun Nar Windpower Jv
--
Canada
Energy
50.00%
Torre Lugano, S.L.
(A)
Valencia
Real estate
50.00%
Toyonova, S.L.
(A)
A Coruña
Energy
50.00%
Tripower Subgroup
Tractament I Revalorización Residus del Maresme, S.A.
--
Barcelona
Urban services
45.00%
Cessa Subgroup
Tripower Wind, B.V.
--
Netherlands
Energy
50.00%
Ceólica Subgroup
Ventos e Terras Galegas II, S.L.
--
Galicia
Energy
50.00%
Tripower Subgroup
2
Ventos e Terras Galegas, S.L.
--
Galicia
Energy
50.00%
Tripower Subgroup
90
Servicios Comunitarios de Molina de Segura, S.A.
9
31
33,800
4,081
11,712
5,408
-5,252
1
27
11,561
// 143
APPENDIX III
Companies accounted for using the equity method
The associates accounted for using the equity method, in accordance with IFRSs, and
the information related thereto are as follows (amounts in thousands of euros):
Associates accounted for using the equity method
Auditor
Location
Main business line
% of ownership
(nominal)
Shareholder
Carrying
amount
Acciona Nouvelle Autoroute 30 Inc
(A)
Canada
50.00%
Acciona
Camarate Golf, S.A.
(A)
Madrid
Real estate
22.00%
Carnotavento, S.A.
--
A Coruña
Energy
24.50%
Eurovento Subgroup
Consorcio Traza, S.A.
(A)
Zaragoza
16.60%
Acciona
Creuers del Port de Barcelona, S.A.
(A)
Barcelona
LOGISTIC SERVICES
23.00%
TRASMEDITERRANEA Subgroup
Evacuación Villanueva Del Rey, S.L.
--
Seville
Energy
44.75%
Termosolar Palma Saetilla Subgroup
Explotaciones Eólicas Sierra de Utrera, S.L.
--
Madrid
Energy
25.00%
Ceólica Subgroup
Ferrimaroc Agencias, S.L.
--
Almería
LOGISTIC SERVICES
50.00%
Cenargo España Subgroup
Ferrimaroc, S.A.
--
Morocco
LOGISTIC SERVICES
50.00%
Cenargo España Subgroup
Futura Global Projects, S.A.
--
Toledo
Urban services
40.00%
Acciona Facility Services Subgroup
Gestión Valencia Litoral, S.L.
--
Valencia
Real estate
20.00%
GTCEISU Construcción, S.A.
(B)
Madrid
Construction
45.14%
Infraestructuras Radiales, S.A.
(C)
Madrid
25.00%
Acciona
Locubsa
(D)
Andorra
Construction
33.00%
Natural Climate Systems, S.A.
--
Pamplona
Energy
22.00%
440
Parque Eolico de Barbanza, S.L.
--
A Coruña
Energy
12.50%
Eurovento Subgroup
450
Solena Group
--
USA
Urban services
25.00%
Acciona Servicios Urbanos Subgroup
Tranvía Metropolita del Besos, S.A.
(C)
Barcelona
12.88%
2,892
Tranvía Metropolita, S.A.
(C)
Barcelona
11.78%
Acciona
2,481
Vento Mareiro. S.L.
--
A Coruña
Energy
24.50%
Eurovento Subgroup
--
Woodlawn Wind Energy Pty. Ltd
(C)
Australia
Energy
25.00%
Acciona Energy Woodlawn Subgroup
--
-3,564
-8,925
552
1
1,014
12
18
100
8
450
21,857
20
--
// 144
APPENDIX IV
The changes in the scope of consolidation in
2010 were as follows:
Company
Location
Main business line
Change
2010 consolidation method
Acciona Chinook Roads Gp Inc.
Canada
Inclusion
Proportionate consolidation
Acciona Facility Services Canada Ltd
Canada
Urban services
Inclusion
Full consolidation
Acciona Infrastructures Australia Pty. Ltd
Australia
Construction
Inclusion
Full consolidation
Acciona Instalaciones Mexico, S.A De Cv.
Mexico
Construction
Inclusion
Full consolidation
Aguas Tratadas del Valle de Mexico S.A., de C.V.
Mexico
Water treatment
Inclusion
Autopista Del Mar Atlántica, S.L.
Madrid
LOGISTIC SERVICES
Inclusion
Full consolidation
Brisas Del Istmo 1 Sa De Cv
Mexico
Energy
Inclusion
Full consolidation
Ce Oaxaca Cuatro, S. De R.L. De C.V.
Mexico
Energy
Inclusion
Full consolidation
Ce Oaxaca Dos, S. De R.L. De C.V.
Mexico
Energy
Inclusion
Full consolidation
Ce Oaxaca Tres, S. De R.L. De C.V.
Mexico
Energy
Inclusion
Full consolidation
Constructora de Obras Civiles y Electromecánicas de Atotonilco S.A de C.V.
Mexico
Water treatment
Inclusion
Constructora La Farfana, Spa
Chile
Construction
Inclusion
Full consolidation
Empresa Mixta de Servicios de Villanueva de Algaidas, S.A.-Emserva, S.A.
Malaga
Water treatment
Inclusion
Evacuación Villanueva Del Rey, S.L.
Seville
Energy
Inclusion
Equity method
Ibiza
Hospitals
Inclusion
Gunning Wind Energy Developments Pty Ltd
Australia
Energy
Inclusion
Full consolidation
Gunning Wind Energy Holdings Pty Ltd
Australia
Energy
Inclusion
Full consolidation
Ibérica Arabian Co Ltd
Saudi Arabia
Engineering
Inclusion
Full consolidation
Jade 1117. Gmbh
Germany
LOGISTIC SERVICES
Inclusion
Full consolidation
Pia. Cordotel, S.R.L.
Italy
Water treatment
Inclusion
Full consolidation
Punta Palmeras, S.A.
Chile
Energy
Inclusion
Full consolidation
Ravi Urja Energy India Pvt Ltd
India
Energy
Inclusion
Full consolidation
Rio Paraíba Do Sul Serviços Ltda
Brazil
Inclusion
Full consolidation
Shanghai Acciona Windpower Technical Service Co., Ltd.
China
Energy
Inclusion
Full consolidation
Sociedad de Aguas Hispano Mexicana, S.A de C.V.
Mexico
Water treatment
Inclusion
Solar Fields Energy Photo Voltaic India Pvt Ltd
India
Energy
Inclusion
Full consolidation
Sun Photo Voltaic Energy India Pvt Ltd
India
Energy
Inclusion
Full consolidation
Surya Energy Photo Voltaic India Pvt Ltd
India
Energy
Inclusion
Full consolidation
Tuppadahalli Energy India Private Limited
India
Energy
Inclusion
Full consolidation
Acciona Concesiones USA
USA
Exclusion
Full consolidation
// 145
company
Location
main business Line
chanGe
2010 consoLidation method
aLmendro empreendimentos, Ltda
braziL
reaL estate
excLusion
fuLL consoLidation
eóLicas de cidacos, s.L.
La rioja
enerGy
excLusion
proportionate consoLidation
ks, sp. z.o.o.
poLand
reaL estate
excLusion
fuLL consoLidation
montornes tractamente termic eficient, s.a.
barceLona
water treatment
excLusion
equity method
nantonG casc acciona windturbine
china
enerGy
excLusion
proportionate consoLidation
necsoGaL, L.d.a.
portuGaL
reaL estate
excLusion
fuLL consoLidation
oLLoquieGui beneLux bvba
beLGium
LoGistic services
excLusion
fuLL consoLidation
osiedLe Lesne, s.p. z.o.o.
poLand
reaL estate
excLusion
fuLL consoLidation
ponGo investments, s.p. z.o.o.
poLand
reaL estate
excLusion
fuLL consoLidation
técnica conservac. para mejora medio ambiente, s.L.
badajoz
urban services
excLusion
fuLL consoLidation
v 30 estaciones de servicios, s.a.
vaLencia
reaL estate
excLusion
fuLL consoLidation
portaL GoLf fomento, s.a.
madrid
technoLoGy
method chanGe
fuLL consoLidation
aepo, s.a.
madrid
enGineerinG
fusión acciona inGeniería, s.a.
fuLL consoLidation
caserío de dueñas, s.a.
vaLLadoLid
wineries
fusión hijos de antonio barceLó, s.a.
fuLL consoLidation
operadora deL tranvía metropoLita, s.a.
barceLona
concession operation
fusión tranvía metropoLita, s.a.
equity method
The changes in the scope of consolidation in 2009 were as follows:
company
Location
main business Line
chanGe
2010 consoLidation method
3240934 nova scotia company
canada
enerGy
incLusion
fuLL consoLidation
acciona aGua adeLaide, pty. Ltd.
austraLia
water treatment
incLusion
fuLL consoLidation
acciona aGua internacionaL, s.L.
madrid
water treatment
incLusion
fuLL consoLidation
acciona aGua méxico, s.r.L. de c .v.
mexico
water treatment
incLusion
fuLL consoLidation
acciona enerGy india, private Limited
india
enerGy
incLusion
fuLL consoLidation
acciona eóLica portuGaL unipersonaL, Lda.
portuGaL
enerGy
incLusion
fuLL consoLidation
acciona fsj Gp, Ltd.
canada
concession operation
incLusion
proportionate
consoLidation
acciona renewabLe enerGy canada Gp hoLdinGs, inc.
canada
enerGy
incLusion
fuLL consoLidation
acciona renewabLe enerGy canada hoLdinGs, L.L.c.
canada
enerGy
incLusion
fuLL consoLidation
acciona windpower chiLe, s.a.
chiLe
enerGy
incLusion
fuLL consoLidation
adeLaideaqua, pty. Ltd.
austraLia
water treatment
incLusion
proportionate
consoLidation
// 146
company
location
main business line
change
AFS Empleo Social Barcelona, S.L.
Barcelona
Urban services
Inclusion
Full consolidation
Amherst Wind Power, Lp.
Canada
Energy
Inclusion
Full consolidation
Andratx Obres i Sanetjament, S.L.
Mallorca
Water treatment
Inclusion
Full consolidation
Armow Wind Power, L.p. INC.
Canada
Energy
Inclusion
Full consolidation
Aulac Wind Power, L.p.
Canada
Energy
Inclusion
Full consolidation
Cogeneracion Arrudas, Ltda.
Brazil
Water treatment
Inclusion
Proportionate
consolidation
Concesionaria de Desalacion de Ibiza, S.A.
Ibiza
Water treatment
Inclusion
Proportionate
consolidation
Zaragoza
Inclusion
Equity method
Corporación Acciona Eólica, S.A.
Madrid
Energy
Inclusion
Full consolidation
Corporación Acciona Hidráulica, S.A.
Madrid
Energy
Inclusion
Full consolidation
Depurar P1, S.A.
Zaragoza
Water treatment
Inclusion
Proportionate
consolidation
Empreendimientos Eólicos do Verde Horizonte, S.A.
Portugal
Energy
Inclusion
Full consolidation
Empreendimientos Eólicos Ribadelide, S.A.
Portugal
Energy
Inclusion
Full consolidation
Eólica Sierra Sesnández, S.L.
Madrid
Energy
Inclusion
Full consolidation
Barcelona
Energy
Inclusion
Full consolidation
Lameque Wind Power, L.p.
Canada
Energy
Inclusion
Full consolidation
Parque Eólico da Costa Vicentina, S.A.
Portugal
Energy
Inclusion
Full consolidation
Portugal
Energy
Inclusion
Full consolidation
Portugal
Energy
Inclusion
Full consolidation
Portugal
Energy
Inclusion
Full consolidation
Portugal
Energy
Inclusion
Full consolidation
Portugal
Energy
Inclusion
Full consolidation
Parque Eólico dos Fiéis, S.A.
Portugal
Energy
Inclusion
Full consolidation
Parque Eólico Villamayor, S.L.
Madrid
Energy
Inclusion
Full consolidation
Parques Eólicos Celadas, S.L.
Madrid
Energy
Inclusion
Full consolidation
Red Hills Finance, L.l.c.
Canada
Energy
Inclusion
Full consolidation
Red Hills Holding, L.l.c.
Canada
Energy
Inclusion
Full consolidation
Rústicas Vegas Altas, S.L.
Badajoz
Energy
Inclusion
Full consolidation
Saltos del Nansa, S.A.U.
Santander
Energy
Inclusion
Full consolidation
Saltos y Centrales de Catalunya, S.A.
Barcelona
Energy
Inclusion
Full consolidation
Sociedad Explotadora de Recursos Eólicos, S.A.
Portugal
Energy
Inclusion
Full consolidation
// 147
company
location
main business line
change
Starke Wind Golice, Sp. Z.o.o.
Poland
Energy
Inclusion
Full consolidation
Tatanka Finance, L.l.c.
Canada
Energy
Inclusion
Full consolidation
Tatanka Holding, L.l.c.
Canada
Energy
Inclusion
Full consolidation
Termosolar Alvarado Dos, S.L.
Badajoz
Energy
Inclusion
Full consolidation
Yeong Yang Windpower Corporation II
Corea del Sur
Energy
Inclusion
Full consolidation
Zurich Wind Power, L.p. INC.
Canada
Energy
Inclusion
Full consolidation
Arklow Phase II Company, Ltd.
Irland
Energy
Exclusion
Proportionate
consolidation
Beijing Casc Nanyuan Acciona Renewable Energy Corp.
China
Energy
Exclusion
Proportionate
consolidation
Elektrownia Wiatrowa Resko, S.P. Z.O.O.
Poland
Energy
Exclusion
Proportionate
consolidation
Exvinter, Inc.
Panama
Bodegas
Exclusion
Full consolidation
Global Antares, S.L.
Madrid
Real estate
Exclusion
Full consolidation
Neclar Gestion, S.L.
Madrid
Real estate
Exclusion
Proportionate
consolidation
Necsan Inmuebles, S.L.
Madrid
Real estate
Exclusion
Proportionate
consolidation
Necsoluz, S.L.
Madrid
Real estate
Exclusion
Proportionate
consolidation
Necsoren, S.A.
Sevilla
Real estate
Exclusion
Full consolidation
Subgrupo ENDESA
Madrid
Energy
Exclusion
Proportionate
consolidation
Vcc Cosenza, Srl.
Italy
Energy
Exclusion
Equity method
Vcc Messina, Srl.
Italy
Energy
Exclusion
Equity method
Vcc Palermo, Srl.
Italy
Energy
Exclusion
Equity method
Vcc Trapani 3, S.r.l.
Italy
Energy
Exclusion
Equity method
Vcc Trapani, S.r.l.
Italy
Energy
Exclusion
Equity method
Viñedos de Nieva, S.L.
Madrid
Real estate
Exclusion
Proportionate
consolidation
Zeusford, Ltd.
Irland
Energy
Exclusion
Proportionate
consolidation
Amper Central Solar Moura, S.A.
Portugal
Energy
Method change
Proportionate
consolidation
GTCEISU Construcción, S.A.
Madrid
Construction
Method change
Equity method
Guadalaviar Consorcio Eólico Alabe Enerfin, S.A.
Madrid
Energy
Method change
Full consolidation
// 148
company
location
main business line
change
Inneo 21, S.L.
Madrid
Energy
Method change
Full consolidation
St. Lawrence, L.l.c.
Canada
Energy
Method change
Full consolidation
West Hill, L.l.c. Wind Power
Canada
Energy
Method change
Full consolidation
Acciona Canada Services, INC. Ny
Canada
Energy
FMerger with the Acciona Energy North America Corp
Subgroup
Full consolidation
Altai Hoteles Condal, S.L.
Madrid
Real estate
Merger with the Acciona Inmobiliaria Subgroup
Full consolidation
Barcelona 2 Residencial, S.A.
Barcelona
Real estate
Full consolidation
Construcciones Gumi, S.L.
Madrid
Real estate
Full consolidation
Gestión de Servicios y Conservac. Infraestructuras
Madrid
Real estate
Full consolidation
Grupo Lar Gran Sarria, S.L.
Madrid
Real estate
Full consolidation
Montaña Residencial, S.A.
Barcelona
Real estate
Full consolidation
Necsohenar, S.A.
Madrid
Real estate
Full consolidation
// 149
APPENDIX V
Detail of consolidated reserves and translation differences
(Amounts in thousands of euros)
2010
2009
Consolidated
reserves
Translation
differences
Acciona Airport Services, S.A.
13,589
Acciona Airport Services Berlin, G.M.B.H.
(6,757)
Acciona ISL Health Victoria Holdco., LTD.
Company
Acciona Nouvelle Autoroute 30, INC.
Acciona Airport Services Frankfurt, G.M.B.H.
Acciona Concesiones USA
Autopista de los Viñedos, S.A.
Nova Dársena Deportiva de Bara, S.A.
Compañía Internacional de Construcciones, S.A.
Consolidated
reserves
Translation
differences
--
16,799
--
--
(5,762)
--
(4,497)
24
(865)
(427)
(56,087)
(335)
(31,762)
(2,551)
4,533
--
3,924
--
135
--
(1,741)
(38)
(12,616)
--
(7,676)
--
711
--
(193)
-18
4,851
19
4,777
Cirtover, S.L.
93
--
190
--
Coefisa, S.A.
701
54
721
10
7,857
--
6,534
--
254
--
429
--
(18,024)
--
(18,024)
--
(230)
--
(154)
--
Copane Valores, S.L.
Dren, S.A.
Ecoparque de La Rioja, S.L.
Etime Facilities, S.A.
Entidad Efinen, S.A.
Finanzas Dos, S.A.
(4,346)
--
(4,346)
--
312,426
--
319,004
--
Finanzas y Cartera Uno
(4)
--
(3)
--
Genérica de Construcciones y Mantenimiento Industrial, S.A.
77
--
671
--
Hospital del Bajio
3,851
39
3,301
(941)
Sdad. Concesionaria Hospital del Norte, S.A.
(575)
--
(359)
--
Inetime, S.A.
(799)
--
(1,176)
--
(50,020)
--
(42,468)
--
Mostostal Warszawa Subgroup
16,835
481
3,990
(865)
Packtivity, S.A.
(2,404)
--
(2,386)
--
1,368
204
(62)
(365)
Infraestructuras Radiales Subgroup
Concesionaria Universidad S. Luis Potosí, S.A. de C.V.
Rendós, S.A.
(12,223)
--
(12,318)
--
Sociedad Concesionaria A2 Tramo 2, S.A.
(7,408)
--
(5,229)
--
Sociedad Concesionaria del Canal de Navarra, S.A.
(4,827)
--
(3,576)
--
Sociedad Concesionaria Puente del Ebro, S.A.
(3,280)
--
(1,746)
--
2010
Company
Sefinco, S.L.
// 150
2009
Consolidated
reserves
Translation
differences
Consolidated
reserves
Translation
differences
--
945
--
978
Sociedad Operadora del Hospital del Norte
(19,766)
--
(19,139)
--
Sociedad Levantina de Obras y Servicios, S.A.
2,446
--
2,870
--
Terminal de Contenedores Algeciras, S.A.
564
--
837
--
Tibest Cuatro, S.A.
9,448
--
8,843
--
(255)
--
(21)
--
(962)
--
--
--
10,208
1,160
10,307
540
(14,404)
Acciona do Brasil Subgroup
Corporación Acciona Energías Renovables Subgroup
530,429
35,497
473,374
(9,570)
(42)
(6,677)
(36)
(20,006)
(2,348)
37,333
(8,354)
(1)
Acciona Servicios Urbanos y M.A. Subgroup
Bestinver Subgroup
Corporación de Explotaciones y Servicios Subgroup
Corporación Acciona Windpower Subgroup
Finanzas y Cartera Dos Subgroup
Hijos de Antonio Barceló Subgroup
MDC Airport Consult GmbH Subgroup
1,260
33
(4,196)
46,968
--
63,117
--
3,639
--
2,814
--
87,273
(1,012)
91,141
(3,640)
--
--
6
--
39,576
657
42,140
176
(374)
--
(156)
--
39,676
699
40,040
(146)
456,208
5,256
405,718
1,899
Acciona Logística Subgroup
(28,374)
1,014
(31,415)
71
Acciona Servicios Urbanos Subgroup
12,132
--
11,687
--
Acciona Aparcamientos Subgroup
23,612
2,720
20,025
1,544
(17,356)
--
(17,030)
--
(168)
--
(605)
--
Tictres Subgroup
Tranvía Metropolitá Subgroup
Total
159,322
--
260,966
--
1,510,059
44,120
1,613,451
(27,510)
// 151
acciona, S.A.
and subsidiaries
2010
Directors’ Report
a. Corporate Governance
Report
2010 DIRECTORS’ REPORT
// 152
Key figures
Sales amounted to EUR 6,263 million, 3.9%
down on 2009.
EBITDA amounted to EUR 1,211 million,
16.1% up on December 2009.
Profit before tax stood at EUR 240 million,
8.8% up on December 2009.
Net profit from continuing operations stood at
EUR 167 million, 11.9% higher than in 2009.
The Group’s net investments in 2010 totalled
EUR 986 million.
The notable reduction in net financial debt
from EUR 7,265 million at 31 December 2009
to EUR 6,587 million at 31 December 2010
is due to the cash generated by the Company,
the positive contribution of working capital
and the classification of certain assets as held
for sale (IFRS 5). As a result, the gearing ratio
(measured as net financial debt/equity) fell
from 119% at the 2009 reporting date to
109% at December 2010.
Income statement aggregates
(Millions of euros)
Jan-Dec 09
Jan-Dec 10
Sales
6,515
6,263
-3.9%
EBITDA
1,043
1,211
16.1%
Profit from operations (EBIT)
430
527
22.3%
Profit before tax (EBT)
221
240
8.8%
Net profit from continuing
operations
149
167
11.9%
Balance sheet aggregates
(Millions of euros)
Change (%)
31.12.2009
31.12.2010
Change (%)
Equity
6,088
6,063
-0.4%
Net debt
7,265
6,587
-9.3%
Gearing ratio
119%
109%
-10pp
Jan-Dec 09
Jan-Dec 10
Change (%)
1,377
986
-28.4%
Net investment*
* The investments in 2009 do not include EUR 2,844 million relating to the acquisition of wind and hydro power assets from Endesa.
Operating aggregates
Jan-Dec 09
Jan-Dec 10
Change (%)
Infrastructure portfolio
(millions of euros)
7,021
7,258
3.4
Water services portfolio
(millions of euros)
4,358
4,812
10.4
Total installed wind capacity (MW)
6,230
6,270
0.6
Total output (GWh)
13,569
18,574
36.9
Passengers handled
3,346,956
3,090,398
-7.7
Cargo handled (linear metres)
5,877,351
5,797,608
-1.4
33,112
31,687
-4.3
Average number of employees
// 153
Earnings are presented in accordance with
International Financial Reporting Standards
(IFRSs).
ACCIONA Infrastructure: including
construction and engineering activities, transport
and hospital concessions.
ACCIONA Real Estate: real estate portfolio,
property development and car parks.
ACCIONA Energy: this division engages in
the development, construction, exploitation,
maintenance and industrial operation of
renewable energy facilities.
ACCIONA Logistic and Transport Services:
passenger and goods transportation services
(land, sea and air).
ACCIONA Water and Environmental
Services: water and urban-related services and
activities, environmental protection.
Other Businesses and Financial Activities:
businesses relating to fund management and
stock market brokerage, wine production and
other investments.
EBITDA in 2010 was up 16.1% on 2009, mainly
due to the positive performance of the energy
division, owing to:
allocated to organic growth of ACCIONA
Energy businesses, EUR 214 million earmarked
for the Infrastructure division (mainly
concessions) and EUR 140 million invested in
the Logistic and Transport Services division,
mainly entailing the acquisition of two new
vessels. In the Real Estate division, a EUR 71
An average pool price in Spain, which in 2010 million divestment was recognised, mainly
due to the sale in 2010 of three property
was in line with that of 2009 (-0.3%).
assets for EUR 115 million.
The Group’s EBITDA margin improved to stand
The Group’s balance sheet at December
at 19.3%, mainly due to the greater weight
2010 shows a notable reduction in gearing,
and better margins of the energy division.
which fell from 119% to 109%, with respect
to 2009. The reduction in net financial debt
As regards the contribution of the various
at December 2010 (EUR 6,587 million)
divisions, the principal contribution to EBITDA
compared with December 2009 (EUR
came from Energy (66.9%), followed by
Infrastructure (16.6%), Real Estate (1.9%) and 7,265 million) was mainly due to the cash
generated, the positive contribution of
Services and Other Businesses (14.6%).
working capital and the classification of
certain assets as held for sale (IFRS 5).
Net investments in 2010 totalled EUR 986
million, which include the EUR 641 million
The increase in attributable output (39%)
due to the contribution throughout the year
of 2,079 MW acquired from Endesa in June
2009, 487 MW capacity installed in 2009 and
173 MW capacity installed in the last twelve
months.
% EBITDA
Jan-Dec 09
Jan-Dec 10
Energy
59.3%
66.9%
Infrastructure
20.2%
16.6%
Real Estate
4.1%
1.9%
Logistic and Transport Services
8.1%
6.0%
Water and Environmental Services
5.1%
4.9%
Other Businesses and Financial Activities
3.1%
3.8%
// 154
Consolidated income statement
Jan-Dec 09
(Millions of euros)
JAN-DEc 10
Amount
% Sales
Amount
% Sales
Revenue
6,515
100.0%
6,263
100.0%
-3.9
Other income
1,101
16.9%
728
11.6%
-33.9
Changes in inventories of finished goods and work in progress
Change (%)
65
1.0%
-82
-1.3%
-226.2
7,681
117.9%
6,909
110.3%
-10.1
Procurements
-2,161
-33.2%
-1,581
-25.2%
-26.8
Staff costs
-1,247
-19.1%
-1,258
-20.1%
0.9
Other expenses
-3,230
-49.6%
-2,859
-45.6%
-11.5
1,043
16.0%
1,211
19.3%
16.1
-579
-8.9%
-683
-10.9%
18.0
-47
-0.7%
5
0.1%
13
0.2%
-6
-0.1%
n/a
430
6.6%
527
8.4%
22.6
-30.8
Total production value
Gross profit from operations (EBITDA)
Depreciation and amortisation charge and write-downs
Impairment and gains or losses on disposals of non-current
assets
Other gains or losses Profit from operations (EBIT)1
Finance income
Finance costs
Exchange differences (net)
Share of results of associates
n/a
120
1.8%
83
1.3%
-342
-5.2%
-420
-6.7%
22.8
4
0.1%
49
0.8%
1125.0
-77.8
9
0.1%
2
0.0%
Profit before tax from continuing operations (EBT)
221
3.4%
240
3.8%
8.6
Income tax expense
-45
-0.7%
-56
-0.9%
24.4
Profit from continuing operations
176
2.7%
184
2.9%
4.5
Profit after tax from discontinued operations
1,119
17.2%
--
0.0%
n/a
Profit for the year
1,295
19.9%
184
2.9%
-85.8
-27
-0.4%
-17
-0.3%
-37.0
1,268
19.5%
167
2.7%
-86.8
Attributable net profit
Pursuant to IAS 1, “Presentation of Financial Statements”, the items included in “Impairment and Gains or Losses on Disposals of Non-Current Assets” and “Other Gains or Losses” are included in “Profit from Operations (EBIT)”, whereas in
previous years they were presented under “Profit before Tax from Continuing Operations (EBT)”. The 2009 EBIT figure presented in this report was adapted to make it comparable with that of 2010.
1
// 155
Consolidated revenue fell by 3.9% to stand at
EUR 6,263 million, mainly due to:
The performance of ACCIONA Energy
(+20%), following the inclusion of 2,079
MW from Endesa, which contributed to
profit throughout the year (in 2009 this
contribution only spanned July to December,
as the capacity was acquired in June) and
higher output volumes, as well as the
reduction in the division’s industrial activity.
Revenue from the Infrastructure division
in 2010 fell, however, by 13.7%, due to
the slowing of construction business in the
domestic market.
Revenue from the Logistic and Transport
Services division was also down by 4.2% due
to reductions in handling and Trasmediterranea
business.
The Real Estate division was down 23.9%
due to falling sales in the international
development and property portfolio business,
resulting from divestments made.
EBITDA
EBITDA at December 2010 stood at EUR 1,211
million, an increase of 16.1%, largely due to
the exceptional performance of the Energy
division (+30.5%), which contributed close to
67% of the Group’s EBITDA. The EBITDA margin
increased by 330 basis points, jumping from
16% in 2009 to 19.3% in 2010. The rise in
EBITDA margin was achieved mainly due to the
greater weight of the Energy division, which also
improved its margin from 50.4% to 54.9%.
EBIT
EBIT grew by 22.6% to stand at EUR 527
million, after an increase of EUR 104 million
in amortisation and depreciation charges, and
operating write-downs. The net operating margin
increased to 8.4% in December 2010, compared
with 6.6% in December 2009.
Profit before tax from continuing
operations
Profit before tax stood at EUR 240 million, up
8.6% on 2009.
Attributable net profit
Attributable net profit amounted to EUR 167
million. This figure is not comparable with
that of 2009, when profit included EUR 1,119
million of discontinued operations, arising
from the sale of the ownership interest in
Endesa. The increase in attributable net profit
from continuing operations was 11.9%.
// 156
Earnings by business area
Jan-Dec 09
(Millions of euros)
Jan-Dec 10
Amount
% Sales
Amount
% Sales
Revenue
6,515
100.0
6,263
100.0
Change (%)
-3.9
Energy
1,248
19.2
1,497
23.9
20.0
Infrastructure
3,618
55.5
3,121
49.8
-13.7
Real Estate
268
4.1
204
3.3
-23.9
811
12.4
777
12.4
-4.2
729
11.2
732
11.7
0.4
110
1.7
119
1.9
8.2
-269
-4.1
-187
-3.0
-30.5
EBITDA
1,043
16.0
1,211
19.3
16.1
Energy
629
50.4
821
54.8
30.5
Infrastructure
215
5.9
204
6.5
-5.1
Real Estate
43
16.0
23
11.3
-46.5
86
10.6
74
9.5
-14.0
54
7.4
60
8.2
11.1
33
30.0
46
38.7
39.4
-17
6.3
-17
9.1
0.0
EBT
97
7.8
81
5.4
-16.5
Infrastructure
Energy
132
3.6
97
3.1
-26.5
Real Estate
-14
-5.2
-6
-2.9
-57.1
21
2.6
10
1.3
-52.4
26
3.6
23
3.1
-11.5
73
66.4
47
39.5
-35.6
-15
5.6
-12
6.4
-20.0
Ordinary EBT
320
4.9
240
3.8
-25.0
Extraordinary items
-99
N/A
0
N/A
not material
TOTAL EBT
221
3.4
240
3.8
8.6
// 157
ACCIONA Energy
(Millions of euros)
Jan-Dec 09
Jan-Dec 10
Generation
998
1,307
30.9%
Industrial, development and other
250
191
-23.7%
Revenue
Change (%)
1,248
1,497
20.0%
Generation
658
913
38.8%
Industrial, development and other
-29
-92
220.3%
30.5%
EBITDA
Margin (%)
EBT
Margin (%)
ACCIONA Energy revenue increased by 20%
in 2010 to EUR 1,497 million.
Notable was the good performance of
generation revenue, which increased by
30.9%, thanks to the attributable 39% rise in
output. This significant increase in the output
figure is due to the following factors:
Installed capacity of 173 MW in 2010 (100
MW of solar thermal electricity, 40 MW of
wind power, 32 MW of biomass and 1 MW of
hydroelectricity).
The contribution of the 487 MW capacity
organically installed in 2009.
The contribution throughout 2010 of the
2,079 MW installed capacity acquired from
Endesa in June 2009, whereas 2009 reflected
only six months of this contribution.
629
821
50.4%
54.9%
97
81
7.8%
5.4%
-16.3%
The wind power load factor stood at 27.4%,
which was in line with that of 2009.
Industrial, development and other businesses
shrank by 23.7% to stand at EUR 191 million.
The EBITDA margin increased from 50.4%
to 54.9%, driven by the enhanced energy
generation margin, which rose from 65.9%
to 69.9%, thanks to the increased weight
of wind power and hydroelectric capacity
resulting from the acquisition of MW of these
two technologies from Endesa in June 2009,
which in 2009 only reflected a six-month
contribution. Thus, the EBITDA of ACCIONA
Energy stood at EUR 821 million, up 30.5%
on 2009.
// 158
The detail of installed capacity and output, by type of technology used by
ACCIONA Energy, at 31 December 2010 is as follows:
31-dEc-10
(Installed MW)
31-dEc-10
Total
Attributable
(GWh produced)
Total
Wind power in Spain
4,591
3,922
Wind power in Spain
10,174
Wind power abroad
8,539
1,679
1,482
Wind power abroad
4,474
3,901
US
490
415
US
1,504
1,259
Australia
272
241
Australia
759
674
Mexico
251
251
Mexico
723
723
Germany
150
150
Germany
241
241
Canada
141
63
Canada
369
155
Portugal
120
120
Portugal
298
298
Italy
92
92
Italy
129
129
Greece
48
48
Greece
110
110
India
30
30
India
91
91
Greece
24
11
Greece
55
26
south Korea
61
61
south Korea
195
195
14,648
12,440
Total wind power
6,270
5,404
Hydroelectric special regime
232
232
Hydroelectric special regime
Conventional hydroelectric
680
680
Conventional hydroelectric
Biomass
65
65
Solar PV
49
33
214
214
Solar thermal
Total wind power
Attributable
847
847
2,009
2,009
Biomass
257
257
Solar PV
91
60
215
215
Solar thermal
Combined heat and power
77
76
Combined heat and power
507
507
Total other technologies
1,317
1,300
Total other technologies
3,926
3,895
Total energy
7,587
6,704
Total energy
18,574
16,335
// 159
ACCIONA Infrastructure
(millions of euros)
constructIon anD engIneerIng
concessIons
revenue
constructIon anD engIneerIng
concessIons
eBItDa
margIn (%)
eBt
margIn (%)
Jan-Dec 09
Jan-Dec 10
change (%)
3,530
3,007
-14.8%
BreakDoWn of constructIon
Backlog (millions of euros)
31/12/10
% change
Percentage
of total (%)
88
114
30.3%
cIvIl engIneerIng Work In sPaIn
3,802
3,129
-18%
43%
3,618
3,121
-13.7%
cIvIl engIneerIng Work aBroaD
1,282
2,176
70%
30%
175
150
-14.2%
total cIvIl engIneerIng Work
5,084
5,305
4%
73%
40
54
35.8%
resIDentIal BuIlDIng constructIon In sPaIn
79
63
-21%
1%
-5.1%
resIDentIal BuIlDIng constructIon aBroaD
17
111
547%
2%
total resIDentIal BuIlDIng constructIon
96
174
80%
2%
989
882
-11%
12%
452
394
-13%
5%
1,441
1,276
-11%
18%
215
204
5.9%
6.5%
132
97
3.6%
3.1%
-26.0%
non-resIDentIal BuIlDIng constructIon In sPaIn
non-resIDentIal BuIlDIng constructIon aBroaD
total non-resIDentIal BuIlDIng constructIon
Revenue fell by 13.7% to stand at EUR 3,121
million, due to slowing activity in the Spanish
construction business. EBITDA dropped by
5.1% to EUR 204 million. The construction
and engineering margin remained constant at
levels of around 5%. The concessions business
achieved significant growth in terms of sales and
EBITDA. Profit before tax amounted to EUR 97
million, with a margin of 3.1%.
31/12/09
At 31 December 2010, the projects portfolio was
worth EUR 7,258 million, a 3% increase on 2009,
despite the 18% reduction in civil engineering
projects in Spain, which was, nevertheless, amply
offset by the EUR 894 million growth in civil
engineering projects abroad. Due to this robust
growth, the international backlog increased its
weight of the total backlog to 38%, compared
with 26% in 2009.
oWn DeveloPment ProJects In sPaIn
35
1
-98%
0%
oWn DeveloPment ProJects aBroaD
35
27
-23%
0%
total oWn DeveloPment ProJects
70
28
-60%
0%
330
475
44%
7%
7,021
7,258
3%
100%
other *
total
“Other” includes: “Auxiliary Construction”, “Engineering” and “Other”.
Acciona Real Estate
(Millions of euros)
Jan-Dec 09
Jan-Dec 10
Change (%)
200
139
-30.4%
Real estate portfolio
45
42
-7.6%
Car parks
23
23
1.3%
268
204
-23.9%
Property development
Revenue
Property development
2
-10
N/A
Real estate portfolio
29
21
-27.2%
Car parks
12
12
-1.2%
EBITDA
43
23
-46.3%
16.2%
11.4%
Margin (%)
EBT
Margin (%)
ACCIONA Real Estate achieved revenue of EUR
204 million, whereas EBITDA slipped to EUR 23
million. This downturn was due to a reduction
in the average unit sale price in the residential
property business in Spain, and also to a fall
in the number of units sold in the residential
Housing stock
-14
-6
-5.2%
-3.2%
-53.3%
property business abroad. As regards the real
estate portfolio business, the reduction was due
to the asset rotation policy initiated in 2009.
The EBITDA of the car park business remained
at levels similar to those of 2009.
Jan-Dec 09
Jan-Dec 10
Change (%)
1,743
1,177
-32.5
// 160
// 161
Acciona Logistic and Transport Services
(Millions of euros)
Jan-Dec 09
Jan-Dec 10
Change (%)
Trasmediterranea
545
518
-5.0%
Handling
144
133
-7.8%
Other
122
126
4.1%
Revenue
811
777
-4.2%
Trasmediterranea
65
58
-11.1%
Handling
14
12
-13.4%
7
4
-46.5%
86
74
-14.3%
10.6%
9.5%
Revenue
EBITDA
Margin (%)
EBT
Margin (%)
In 2010, sales of ACCIONA Logistic and
Transport Services decreased by 4.2% to EUR
777 million.
The reduction in the number of passengers
in the Straits Crossing Operation during
the summer affected the revenue of
Trasmediterranea, which, together with the
21
10
2.6%
1.3%
-51.9%
adverse scenario affecting handling activity
and other logistics services, pushed the
division’s EBITDA down by 14.3% to EUR 74
million.
Number of passengers and linear metres
of cargo handled fell by 7.7% and 1.4%,
respectively.
Jan-Dec 09
Jan-Dec 10
Change (%)
No. of passengers
3,346,956
3,090,398
-7.7%
Cargo handled (linear metres)
5,877,351
5,797,608
-1.4%
Acciona Water and Environmental Services
(Millions of euros)
Jan-Dec 09
Jan-Dec 10
Change (%)
Water and environmental services
507
519
2.4%
Other
222
213
-4.2%
Revenue
729
732
0.4%
Water and environmental services
37
49
32.6%
Other
17
11
-39.5%
EBITDA
54
60
9.9%
7.5%
8.2%
Margin (%)
EBT
Margin (%)
26
23
3.6%
3.1%
-12.7%
Sales of this division were in line with those
of 2009, whereas EBITDA increased by 9.9%
to stand at EUR 60 million.
achieved a 32.6% rise in EBITDA, mainly
thanks to good results in the international
market.
Noteworthy was the good performance
of the water and environmental services
business, which increased sales slightly and
The water services portfolio at December
2010 amounted to EUR 4,812 million, 10.4%
up on that of December 2009.
// 162
// 163
(Millions of euros)
revenue
EBITDA
Margin (%)
EBT
Margin (%)
Activities included in Other Businesses and
Financial Activities are: i) fund management
through Bestinver with assets of EUR 5,357
million under management at 31 December
2010 (31 December 2009: EUR 4,044 million)
ii) the production and sale of wine; and iii)
media (GPD).
Jan-Dec 09
Jan-Dec 10
110
119
8.3%
33
46
40.4%
29.8%
38.6%
73
47
66.1%
39.0%
Change (%)
-36.1%
Thanks to the positive performance of
Bestinver, revenue grew by 8.3% compared
with 2009 and EBITDA rose by 40.4%, to
stand at EUR 46 million.
// 164
Consolidated balance sheet
31/12/09
(Millions of euros)
31/12/10
Amount
% Total
Amount
% Total
11,441
55.9
11,186
54.6
352
1.7
300
1.5
Goodwill
1,047
5.1
1,049
5.1
Other non-current assets
1,211
5.9
1,080
5.3
14,051
68.6
13,615
66.4
Property, plant and equipment and intangible assets
NON-CURRENT ASSETS
Inventories
1,799
8.8
1,616
7.9
2,578
12.6
2,369
11.6
Other current assets
539
2.6
298
1.5
Current financial assets
115
0.6
256
1.2
1,336
6.5
1,369
6.7
64
0.3
979
4.8
Assets classified as held for sale
CURRENT ASSETS
TOTAL ASSETS
Share capital
6,431
31.4
6,887
33.6
20,482
100.0
20,502
100.0
64
0.3
64
0.3
Reserves
4,672
22.8
5,764
28.1
1,268
6.2
167
0.8
-155
-0.8
-264
-1.3
Treasury shares
Interim dividend
ATTRIBUTABLE EQUITY
NON-CONTROLLING INTERESTS
-68
-0.3
0
0.0
5,781
28.2
5,731
28.0
306
1.5
332
1.6
EQUITY
6,087
29.7
6,063
29.6
Bank borrowings and other financial liabilities
7,130
34.8
4,996
24.4
1,848
9.0
2,043
10.0
8,978
43.8
7,039
34.3
Bank borrowings and other financial liabilities
1,586
7.7
3,215
15.7
Trade payables
3,082
15.0
2,636
12.9
721
3.5
840
4.1
28
0.1
709
3.5
Liabilities associated with assets classified as held
for sale
CURRENT LIABILITIES
TOTAL EQUITY AND LIABILITIES
5,417
26.4
7,400
36.1
20,482
100.0
20,502
100.0
// 165
Attributable equity
The attributable equity of ACCIONA at
December 31 2010 amounted to EUR 5,731
million, a reduction of 0.9% on December
2009, due mainly to the effect of the dividend
payment, purchase of treasury shares and
performance of interest rate hedging derivatives.
2009 to EUR 6,587 million at 31 December
2010 was due to the cash generated at
the Parent, the positive contribution of
working capital and the classification at 31
December 2010 of the following assets,
together with their associated liabilities, as
assets classified as held for sale (IFRS 5):
Net financial debt
The sharp reduction in net financial debt
from EUR 7,265 million at 31 December
Real Estate division: a shopping center, two
office buildings and car park assets;
Infrastructure division: five concessions:
> Américo Vepucio toll motorway (Chile)
> Red Litoral Central toll motorway (Chile)
> Autovía de los Viñedos motorway (Spain)
> León Bajío Hospital (Mexico)
> San Luis Universidad Politécnica (Mexico).
The net financial debt associated with these
assets, which is recognised in the balance
sheet in assets and associated liabilities held
for sale, amounted to EUR 607 million.
31/12/09
(millions of euros)
amount
31/12/10
% total
amount
% total
change (%)
cash + current fInancIal assets
1,451
n/a
1,625
n/a
12.0
non-recourse fInancIal DeBt
4,714
54.1
4,490
54.7
-4.7
WIth-recourse fInancIal DeBt
4,002
45.9
3,722
45.3
-7.0
total fInancIal DeBt*
8,716
100.0
8,212
100.0
-5.8
net fInancIal DeBt
7,265
6,587
-9.3
* Financial debt includes debentures and bonds
The changes in net debt gearing in recent quarters were as follows:
31/12/09
31/03/10
30/06/10
30/09/10
net DeBt (mIllIons of euros)
7,265
7,667
7,898
8,098
31/12/10
6,587
gearIng ratIo (DeBt/equIty) (%)
119%
125%
133%
137%
109%
Investment
Net investment by ACCIONA’s various
businesses in 2010 amounted to EUR 986
million. Notable were ACCIONA Energy’s
investments, totalling EUR 641 million
and the EUR 214 million investments in
Infrastructure, made principally in the
concessions business.
Investment by division is as follows:
Investment (Millions of euros)
Energy
Infrastructure
new cargo ships
Net investment by the Logistic and Transport
Services division amounted to EUR 140
million and related mainly to the acquisition
of two new cargo ships, which ACCIONA
Trasmediterranea has included in its lines.
This division also sold one of its currently
unused vessels, classified as available for sale,
for EUR 14 million.
Jan-Dec 09
Jan-Dec 10
1,070
641
233
214
Real Estate
32
-71
-4
140
Water and Environmental services
42
47
4
15
Total net investment by divisions
1,377
986
Endesa assets
2,844
--
Total net investment
4,221
986
The sale of three office buildings (for a total
amount of EUR 115 million), relating to
the Real Estate portfolio business, reduced
ACCIONA Real Estate’s net investments to
negative figures in 2010.
// 166
// 167
Salient events in the year
25 February 2010: resolutions of
the Board of Directors
On 23 February 2010, the Board of Directors
of ACCIONA adopted, inter alia, the following
resolutions:
> To authorise for issue ACCIONA’s separate
and Consolidated Financial Statements and
Directors’ Report 2009.
> To propose to the shareholders at the
Annual General Meeting that a dividend
of EUR 1.94 per share be paid out of the
profit for 2009, in addition to the interim
dividend of EUR 1.07 per share declared
on 17 December 2009 and paid on 29
December 2009.
> The explanatory report on the additional
information in the Directors’ Report,
pursuant to Article 116 bis of the Spanish
Securities Market Law, was also attached.
1 March 2010: ACCIONA’s Corporate
Governance Report and 2010
Investors’ Conference
On 1 March 2010, the Company submitted
its Annual Corporate Governance Report for
2009.
Also, on 1 March 2010 the Company held
its Investors’ Conference, in connection with
which it sent the following information
to the Spanish National Securities Market
Commission (CNMV):
> A press release, and;
> A presentation in English and Spanish.
28 April 2010: call of the Annual
General Meeting
On 28 April 2010, the Parent notified the
CNMV of the call of the AGM scheduled
for 9 June 2010 at first call, and for 10 June
2010 at second call, and of the resolutions
proposed.
26 May 2010: Proposed resolutions
to shareholders at the Annual
General Meeting
The Parent sent the full text of the proposed
resolutions that the Board of Directors
submitted to the shareholders at the 2010
AGM.
10 June 2010: resolutions adopted
at the Annual General Meeting
On 10 June 2010, the shareholders at the
Annual General Meeting adopted, inter alia,
the following resolutions:
> To approve a final dividend of EUR 1.94
per share paid on 1 July 2010.
> To appoint Ms. Miriam González Durántez
as independent director of the Parent
and to re-appoint Lord Tristan Garel Jones
as independent director, thereby setting
the number of members of the Board of
Directors at 13.
> To approve the grant of ACCIONA, S.A.
shares and purchase option rights thereon
to the senior executives of ACCIONA and
its Group, including the executive directors
of ACCIONA, S.A., as payment of part of
their variable remuneration for 2009, in
implementation of the current share and
share option grant programme.
> To authorise ACCIONA, S.A. or its Group
companies to acquire treasury shares
derivatively.
23 June 2010: resolutions of the
Board of Directors
The Board of Directors of ACCIONA resolved
to reappoint Lord Tristan Garel Jones as
member of the Audit Committee.
Dividend
// 168
Stock market data
At the Annual General Meeting on 10 June
2010, the shareholders of ACCIONA, S.A.
approved the distribution of a final dividend of
EUR 1.94 per share out of the profit for 2009.
The dividend payable in connection totalled
EUR 123.3 million. It was paid on 1 July 2010.
stock market Data
PrIce at 31 DecemBer 2010 (eur/share)
53.00
PrIce at 1 January 2010 (eur/share)
91.10
mInImum 2010 PrIce (30 novemBer 2010)
49.93
maxImum 2010 PrIce (8 January 2010)
96.00
average DaIly traDIng volume (no. of shares)
This dividend, together with the interim
dividend of EUR 1.07 per share paid by the
Parent in December, takes the total dividend
paid out of 2009 profit to EUR 3.01 per share.
329,270
average DaIly traDIng volume (euros)
23,030,098
numBer of shares
63,550,000
market caPItalIzatIon at 31 DecemBer 2010 (mIllIons of euros)
ACCIONA share price
3,368
(EUR/share)
100
80
60
40
20
0
Feb-10
mar-10
Apr-10
may-10
At 31 December 2010, the Group held
3,287,669 treasury shares representing 5.17%
of the share capital.
Grupo Entrecanales is currently the Parent’s
reference shareholder with an ownership interest
of 59.63%.
120
Jan-10
Share capital
At 31 December 2010, the share capital of
ACCIONA amounted to EUR 63,550,000 and
consisted of 63,550,000 ordinary shares of EUR
1 par value each.
Jun-10
Jul-10
Aug-10
oct-10
Nov-10
Dec-10
// 169
Main risks associated with
Acciona Group business activities
Due to its nature as a multi-industry Group,
and the geographical diversification with
which it carries on its business activities,
the Acciona Group is exposed to different
socioeconomic environments in which
external factors can influence its operations
and economic results.
Acciona Group’s risk management is based
on its global management system, within
which a set of specific action procedures have
been designed: first, to identify, evaluate and
mitigate risks, and; secondly, to have in place
a system of insurance coverage to ensure
that any situations in which risk arises do not
jeopardize the Group’s financial solvency.
The main risks relating to ACCIONA’s business
activities, which may affect the Group’s
operations, economic position and results, are
as follows:
Regulatory risk
A major portion of the Group’s business
activities are subject to a wide range of
governmental regulations. Changes in these
regulations could affect business activities and
economic results.
Acciona Energy subsidiaries which engage
in the production of electricity are subject
to wide-reaching regulations concerning
tariffs and other aspects of their business
activities in Spain and all the countries in
which they operate. The introduction of new
laws, or regulations or changes in the laws or
regulations currently in place, could have an
adverse effect on business activities and the
results of the companies’ operations.
Similarly, changes in the current legislative
framework relating to the tariff revision
methodology, including the remuneration
of the electricity produced, constitute the
principal mechanism for supporting the
development of certain energy sources and,
therefore, any change could have an adverse
effect on business activities and the results of
the companies’ operations.
Financial risk
The main functions of the Group’s treasury
department are to: provide service to the
business; coordinate access to domestic and
international financial markets, and; monitor
and manage the financial risk relating to
Group operations.
management policies approved by the Board of
Directors. Embedded in the risk management
policies are the principles relating to foreign
currency risk, interest rate risk, procurement,
credit risk, the use of derivative and nonderivative financial instruments and the cashsurplus placement policies.
In the performance of its activities, the
Group is exposed to the impact of changes
in interest rates and fluctuations in foreign
currency exchange rates.
Interest rate risk is particularly significant
in relation to the financing of infrastructure
projects under concession contracts and the
construction of wind farms, in which project
profitability depends on possible changes
in interest rates, since it is directly linked to
project cash flows.
To this end, the exposure to, and the degree
and magnitude of, such risks are analyzed.
These risks include market risk (which in turn
includes foreign currency risk, interest rate risk
and price risk), credit risk and liquidity risk.
Appropriate management of these risks
using hedges and derivatives can avoid
any major impact on results. However, a
fully effective elimination of exposure to
changes in interest rates and exchange rates
cannot be guaranteed and such changes
may adversely affect the Group’s financial
position and results.
The Group seeks to minimize the effects
of these risks through the use of derivative
financial instruments. The use of such
instruments is governed by the Group’s risk
The financial instruments that are exposed
to interest rate risk are, basically, financing
at floating interest rates and derivative
financial instruments.
In order to be able to analyze the effect that
possible fluctuations in interest rates might
have on the Group’s accounts, a sensitivity
test was performed, simulating an increase
and a decrease in interest rates.
Notes 19 and 20 to the Consolidated
Financial Statements include additional
disclosures on the risk management policy
and on derivative financial instruments.
Also, in order to mitigate foreign currency
risk, the Acciona Group uses currency
derivatives and foreign currency hedges to
hedge significant future transactions and
cash flows, in keeping with its acceptable risk
limits. Occasionally, non-current assets in
currencies other than the euro are financed in
the same currency as that in which the asset is
denominated.
The credit and liquidity risk of derivative
instruments with a positive fair value is
limited by Acciona Group, since cash
placements are made, and derivatives
arranged, with highly solvent counterparties
with high credit ratings and no counterparty
accounts for a significant percentage of the
total credit risk.
Credit risk
The risk of a counterparty to an agreement
failing to meet its contractual obligations,
leading to an economic loss for the Group,
has been addressed by the Group by adopting
a policy of only trading with solvent third
parties and obtaining sufficient guarantees
to mitigate the risk of financial loss in the
event of non-compliance. The Group only
trades with entities whose investment levels
have been rated as the same or higher than
the Group’s and it obtains information on
its counterparties through independent
company rating agencies, other public sources
of financial information or through its own
experience of its relationships with customers.
Notes and bills receivable and trade
receivables relate to a large number of
customers spread over different industries and
geographical areas. Credit relationships with
customers and their solvency are assessed
on an ongoing basis and credit guarantee
insurance is arranged when it is considered
necessary. The Group assesses default risk
prior to entering into contracts with public
and private sector customers (basically in
the infrastructure business). This assessment
includes both a solvency study and
supervision of contractual requirements from
a financial and legal guarantee viewpoint.
During the course of projects, the correct
status of the debt is monitored constantly,
and the related valuation adjustments are
made using accounting criteria.
The Group does not have significant
exposure to credit risk in relation to any of
// 170
its customers or groups of customers with
similar characteristics; furthermore, credit risk
concentration is not significant.
Liquidity risk
ACCIONA Group manages liquidity risk
prudently by ensuring that it has sufficient
cash and marketable securities and by
arranging committed credit facilities for
amounts sufficient to cater for its projected
requirements.
Ultimate responsibility for liquidity risk
management lies with the Economic and
Financial Department, which prepares the
appropriate framework to monitor the
Group’s liquidity requirements at short,
medium and long term. The Group manages
liquidity risk by holding adequate reserves,
arranging appropriate banking services, having
available loans and credit facilities, monitoring
projected and actual cash flows on a
continuous basis and pairing them against
financial asset and liability maturity profiles.
Environmental risk
Certain Group operations are subject to
extensive environmental regulations, changes
in which could have an adverse impact on
operations and on economic results.
Environmental regulations, both at national
and European Union level, are placing
increasing demands on businesses in terms
// 171
of the environmental impact studies required
for numerous projects, the obtainment
of environmental authorisations, permits
and licences, and strict compliance with
a considerable number of requirements
stipulated in these authorisations.
This broad spectrum of environmental
regulations has a direct influence on certain
of the Group’s activities. This is particularly
evident in the Acciona Infrastructure
construction area, in which environmental
impact assessments must be performed for
infrastructure projects, and in the Acciona
Energy area, which, besides conducting the
required environmental impact assessments,
has to fulfil, inter alia, for combined heat and
power facilities, specifically, the requirements
imposed by the National Emission Allowance
Allocation Plan.
Market forces
The Acciona Group is exposed to the risk
of fluctuations in the price of procurements,
particularly fuel for its sea transport activity
and raw materials for its biofuel production
activity, to the extent that these changes
cannot be transferred to customers.
Most fuel purchase and sale transactions take
place in international markets.
Fluctuations in procurement prices are
managed through short-term measures, i.e.
within one year, which is considered to be
the normal period for the implementation
of the appropriate commercial policies.
The risk is managed by arranging specific
hedges, generally in the form of derivatives,
to maintain the economic balance of the
procurements.
Other external factors that affect
the business activities
The Group’s business activities occasionally
require the obtainment of government
permits, licences and authorizations, the
signing of public and private contracts
and, where appropriate, the execution of
construction work, the construction of
installations, and a series of actions required
for production activity.
Delays in obtaining government authorisation,
or adverse political or regulatory changes in
the countries in which the Group operates,
may mean that operations start late or that
the work performed, or services rendered, are
somewhat defective.
This can have a negative effect on the Group’s
financial position and results.
// 172
Quality and the environment
Acciona’s business model was designed
with a sustainability approach in order
to contribute to social well-being and
sustainable development. This approach is
underpinned by basic social responsibility
values, respect for the environment,
satisfaction for work well done, the spirit of
service, technological grounding, the fostering
of innovation and compliance with legislation.
In the pursuit of the Group’s business,
it is considered essential to pursue the
economic feasibility of alternatives with
the lowest environmental impact and
maximum process efficiency. This approach
is sustained by strong regard for innovation
and environmental protection as key growth
guidelines.
The Acciona Group has specific procedures
and good practices for preventing and
minimizing environmental impact and each
year it establishes specific targets, which in
2010 focused on the following areas:
Improved efficiency rates in the
consumption of energy and water resources
and in minimizing waste;
Improved management of processes;
Certified management systems, for both
quality and the environment, with increasing
scope in terms of the percentage of revenue
dedicated and particular growth in the
international area.
One of the functions of the management
systems implemented in each activity is
to monitor and measure environmental
performance in all processes, through
inspection plans and programmes which meet
the requirements established in the related
procedures, those specified by customers and
legal requirements.
Responsible consumption of resources
and effective waste management are key
objectives for the Group. In its operations, the
Acciona Group consumes resources, mainly
in the form of construction materials, water
and energy. Therefore, the development of
eco-efficient services and products is one of
the Group’s vectors for development in all its
activities. This concept is present in innovation
and the conduct of the Acciona Group’s
business, contributing value to the Group as
a whole. In this regard, the efficiency ratio
of economic value/consumption of principal
materials generally evolved positively in 2010.
In 2010, the Environmental Efficiency
Programme was implemented in production
centers, starting with a diagnosis focusing
particularly on energy and water consumption
efficiency in the most significant business
areas: energy production, water treatment
plants, construction and sea transport.
The conclusions of these diagnoses
envisage improvements in processes and
good practices in their operation, as well
as proposed improvements in facilities
to enhance environmental efficiency.
Scheduled for 2011 and 2012 is the gradual
implementation of these measures, their
monitoring and detailed follow-up procedures
in order to ensure that the approach
adopted is appropriate and that the results
are satisfactory, with improvements being
introduced when called for.
In 2010 as part of the Sustainability Master
Plan, programmes relating to the strategic
environmental evaluation of key projects were
launched with a view to addressing these
issues more directly in decision-taking and
in the business modus operandi in order to
mitigate our carbon footprint.
2010 also saw the initial implementation
of significant improvements in ACCIONA’s
environmental management systems, aided
by a new tool, designed from a risk control
approach, to identify statutory environmental
requirements and also equipped with
monitoring and checking mechanisms to
ensure compliance therewith.
The action guidelines envisaged for the
immediate future are aimed at enhancing
the development and implementation
of the Environmental Efficiency Program
in our production centers, to introduce
improvements in environmental risk
evaluation and management, determine
the Company’s carbon footprint in a more
standard and systematic manner and make
headway in improving our management
systems by integrating all the facets that
have an impact on our activities in an
effective and efficient manner - namely the
technological, economic, environmental,
social, administrative, legal, etc. issues - with a
view to attaining excellence in all that we do.
// 173
R&D&I
2010 marked another step in the
confirmation of Acciona’s commitment to
R&D and its Strategic Plan.
Distribution of expenditure
Our endeavors to promote these activities
in 2010 gave rise to expenditure in direct
R&D&I projects of EUR 88.1 million, including
most notably investment by the Energy and
Infrastructure divisions, which accounted for
85% of the expenditure on innovation.
5%
10%
38%
47%
OTHER
BUSINESSES
WATER
INFRASTRUCTURE
Energy
R&D&I expenditure
(millions of euros)
92.2
88.1
71.3
39
22.6
2006
2007
2008
2009
2010
The 133 research projects are grouped together
in 12 lines of research associated with the
various businesses of the ACCIONA Group.
346 professionals were engaged in R&D.
The ambitious intellectual property targets
under ACCIONA’s Strategic Plan continue
to reap fruits and at December 2010 the
Company had 67 patents.
The EU R&D Industrial Investment
Scoreboard, drawn up by EU DirectorateGeneral for Research, has become a
benchmark for R&D investment levels. The
results published in October 2010, analyzing
2009 data, rank ACCIONA first among the
Spanish companies in its sector for absolute
R&D expenditure - and as leader, among
European companies in the construction and
electricity industries, in investment intensity
in R&D&I with respect to EBITDA.
The Interim Evaluation of the EU’s 7th
Framework Programme ranks us as the top
non-ICT Spanish company, and as 45th overall
for the 2007-2009 period, measured on the
basis of our involvement in projects under the
programme’s aegis.
ACCIONA retained its leading position in
the Cenit programme during the 2006-2010
period, with 16 projects. The purpose of this
programme is to develop major, large-scale
industrial research projects of a strategic
nature, with far-reaching scientific and
technological scope in areas of strategic
importance for the economy and with
international projection potential. Acciona
was awarded three new projects in the 2010
call for tenders:
TRAINER: led by ACCIONA Infrastructure,
this project consists of developing new
autonomous intelligent material regeneration
technology to be applied in construction
components with a view to lengthening the
useful life and enhancing the maintenance of
such components.
TARGET: the aim of which is to develop
intelligent, environmentally sustainable
technologies in order to produce structures in
compound materials.
AZIMUT: in which ACCIONA Energy is
involved, a project aimed at researching
technologies for 15 MW offshore wind turbine
generators.
In 2010, AENOR reconfirmed ACCIONA’s
R&D&I management system certificate, first
awarded to ACCIONA in 2007, based upon
the UNE 166,002:2006 standard which
vouches for standards of excellence and
quality in all innovation activities.
Additionally, since 2007, ACCIONA has been
participating in the Nth Power Fund IV, a
venture capital fund aimed exclusively at
investment in international clean energy
technology projects.
// 174
// 175
Outlook
Having closed 2010 with a 4.8% growth rate,
the world economy is forecast to perform
better than could have been anticipated
12 months ago, experiencing only a slight
slowing to expected growth of 4.4% in both
2011 and 2012. This is mainly due to the
brighter outlook for advanced economies,
fuelled by better short-term growth
prospects in the US and sound performance
in the economies of the central European
region, which have distanced themselves
from the peripheral countries.
These divergences have three important
consequences for global economic prospects.
First, the difference in the growth rate of
advanced and emerging economies will
continue to imply different macroeconomic
policies in each case. Secondly, the difference
in growth between the US and EU, together
with financial tensions, will exert downward
pressure on the euro. Thirdly, the increasing
divergence in growth within the EU will start
to exert pressure on the region’s common
monetary policy. In this respect, while
the countries in the central region have
performed positively, tension has reemerged
in Europe’s financial markets, particularly in
the peripheral countries.
As a whole, the eurozone will have grown by
1.7% in 2010. Looking forward to 2011, the
growth trend is expected to continue, but at
a more moderate pace than in mid-2010,
thereby giving an average GDP growth forecast
of 1.7% once more. Private consumption
and investment will represent a greater
contribution, whereas growth in foreign trade
and public consumption will fall back.
In Spain, 2010 closed with a 0.2% fall
in GDP, almost implying economic
stagnation. Both the growth components
for the economic year as a whole and their
performance in the short term were marked
by weak demand in Spain and the drive of
demand abroad.
Spanish exports have managed to remain
positive since the third quarter of 2009 and
firmed up in 2010 to support economic
recovery. Growth of international demand,
together with increased geographical
diversity of sales and ongoing competitive
advantage of Spanish exports, underpinned
our 2010 profits.
No sudden changes in the growth pattern
of the Spanish economy are expected in the
immediate future. The rate of recovery in
private domestic demand in the short and
medium term will continue to be adversely
affected by the final phase of some private
sector adjustments (degearing and the real
estate industry). In the short term, this
will be exacerbated by rising tension in
the financial markets, which, in view of the
dependence of the Spanish economy on
outside financing, could entail an additional
risk with adverse effects for business. Lastly,
net foreign demand will continue to be
fuelled by the brighter outlook in Europe, the
prospects of a slightly weaker euro than was
expected three months ago, geographical
diversification and the ongoing competitive
advantage of Spanish exporters. In short, the
Spanish economy will continue to register
a very modest growth rate in the coming
quarters, with economic year-on-year growth
of about 0.9%. The second half of 2011
could see the first signs of sustained recovery
and job creation, 2012 being the year in
which the economy is expected to grow by
around 2%, which would be sufficient to
create employment, not seen since the start
of the crisis, but would not be sufficient to
reduce the jobless rate significantly, unless
there is no, or only scant, growth in the
working population.
In general, there will be little change in the
growth trend of the world’s economy, since
the emerging economies, led by Asia, China
and India, in particular, will continue to be the
true engine for dynamism, while the advanced
economies (Europe to a greater extent than
the United States) will continue to lose ground.
Monetary policies will continue to be highly
expansive in the United States and Europe.
At the same time, signs of overheating are
beginning to appear in some Asian and Latin
American countries, which is leading the
authorities in these regions to consider the
introduction (before they had intended) of
tighter monetary policies due to the inflationary
pressures detected, particularly in Asia.
capital inflows in Asia and Latin America
are starting to fuel the risk of overheating
in these economies, evident in the rise in
inflation but also in spiralling borrowings
and asset prices.
In summary, there are signs of revival in the
main advanced economies, but they are
still beset by fragility. The possibility of a
double-dip recession in the United States
has been ruled out. However, a possible hike
in interest rates in the long term is now
becoming a more significant risk.
As regards corporate investment, in light of
the weak recovery of end demand in Spain
and the temporary nature of inflationary
pressure in Europe, very moderate progress
in corporate profits is expected, as well as
lower downward pressure on actual cost of
capital used. Both factors will contribute
positively to the growth of corporate
investment in the short and medium term.
Furthermore, weaknesses have not yet been
resolved. The real estate markets are still
fragile and may yet have some unpleasant
surprises in store. Household income
continues to be weak, since the pace of
economic recovery is insufficient to reduce
the unemployment rate to any significant
extent.
Peripheral European countries will continue
to grow well below the region’s average
due to more stringent fiscal adjustments,
higher interest rates (particularly in Greece,
Ireland and Portugal), albeit decreasing, in
the case of Ireland and Spain, according to
the ongoing adjustment of the real estate
industry.
More worrying for the emerging economies
is the fact that fast growth and strong
// 176
// 177
Board of Directors’ Report on
additional disclosures
to be included in the Directors’ Report
pursuant to Article 116 bis
of the Spanish Securities Market Law
1. Introduction
Article 116 bis of the Spanish Securities
Market Law, amended by Law 6/2007, of 12
April, requires listed companies to present
an annual explanatory report on additional
disclosures to be included in the Directors’
Report to shareholders at the Annual General
Meeting.
Accordingly, and on the occasion of the
formal preparation of the 2010 financial
statements, the Board of Directors of
ACCIONA, S.A. (“the Company”) issues this
report.
2. Additional content
to the Directors’ Report
2.1. The structure of the share
capital, including the securities
that are not traded on a
regulated Community market,
indicating, where appropriate, the
various classes of shares and, for
each class of shares, the rights
and obligations that they confer
and the percentage of share
capital that they represent.
The share capital of ACCIONA, S.A. amounts
to EUR 63,550,000, divided into 63,550,000
fully subscribed and paid shares of EUR 1 par
value each, belonging to a single class and
series. Each share carries the right to one vote.
2.2. Any restriction on the
transferability of securities.
There are no bylaw-stipulated restrictions on
the transferability of shares.
// 178
// 179
2.3. The significant direct or
indirect ownership interests in
the share capital.
At 31 December 2010, the information
that the Company had on its significant
shareholders was as follows:
numBer of
DIrect shares
numBer of
InDIrect
shares
% of total
share
caPItal
36,064,557
1,831,872
59.63
gruPo entrecanales, s.a.
All the direct or indirect shareholders of Grupo
Entrecanales are part of the family group
descending from José Entrecanales Ibarra.
The indirect ownership interest of Grupo
Entrecanales S.A. is held through the
following companies, all of which are wholly
owned by the Entrecanales Group:
servIcIos urBanos Integrales , s.a
tIvafen, s.a.
2.4. Any restriction on voting
rights.
There are no legal or bylaw-stipulated
restrictions on voting rights. The General
Meeting Regulations expressly allow threeway voting for a single shareholder in the case
of financial intermediaries that legally appear
2.5. Side agreements
The Company is unaware of the existence of
any side agreements among its shareholders
that might have been notified either to itself
or to the CNMV. Grupo Entrecanales, S.A.
has announced that there are no agreements
among its shareholders which restrict or
condition the transfer of shares or that
include the regulation of voting power at
the General Meetings other than those that
appear in the Bylaws.
numBer of DIrect
votIng rIghts
% of total
votIng PoWer
653,226
1.028
1,178,646
1.854
as shareholders but act on behalf of different
customers and that cast their votes to reflect
their customers’ instructions, or if they are
legal entities which designate two or more
representatives who are direct partners of
that shareholder.
The shares of Grupo Entrecanales S.A,
owned by the family groups comprising the
descendents of José María Entrecanales de
Azcárate and Juan Entrecanales de Azcárate
and descendents are grouped together by
family group in a separate company.
The ownership interest of each of these two
companies in Grupo Entrecanales amounts
to 41.4%.
2.6. The rules applicable to the
appointment and replacement
of the members of the managing
body and to the amendment of the
Company’s Bylaws.
A) Appointment and replacement of
members of the managing body. The
appointment and replacement of the
members of the Board of Directors are
governed by the provisions of the Spanish
Limited Liability Companies Law, the Bylaws
and the Board Regulation.
Directors are appointed by the shareholders
at the General Meeting, except in the cases
of appointment through cooption by the
Board of Directors to fill vacancies and of
designation by shareholders in exercising
their right to proportional representation.
The shareholders at the General Meeting
determine the number of members - a
minimum of three and a maximum of 18
- of the Board of Directors, which at the
General Meeting held on 10 June 2010
was set at 13.
The Board of Directors must respect the
provisions of the Regulations when preparing
the appointment proposals that it submits
to the shareholders at the General Meeting,
and when deciding the cooption proposals to
be made by the Board of Directors itself.
Proposals to appoint or reappoint directors
submitted by the Board of Directors to the
shareholders at the General Meeting, as
well as provisional appointment through
cooption, shall be approved by the Board of
Directors at the request of the Appointments
and Remuneration Committee, in the case
of independent directors, and following
a report of the Appointments and
Remuneration Committee, in the case of
the other directors. As regards the selection
procedure, the Regulations establish that the
Appointments and Remuneration Committee
undertakes to ensure that the candidate
selection procedures do not suffer any
underlying bias that hinders the selection
of directors for personal circumstances
and that any director may request that the
take into consideration potential candidates
to fill directorship vacancies should they be
considered suitable.
The Board of Directors shall be composed
of proprietary, independent and executive
directors.
The Board of Directors, in exercising its
powers of proposal to the shareholders at
the General Meeting, and of cooption to fill
vacancies, shall ensure that the composition
of the Board of Directors includes a broad
majority of proprietary and independent
directors over the executive directors and
that the number of executive directors is
the minimum necessary, bearing in mind
the complexity of the corporate Group
and the percentage of ownership of the
executive directors in the share capital
of the Company, and that the number of
independent directors represents at least one
third of all the directors.
The Board of Directors and the Appointments
and Remuneration Committee shall ensure,
within the scope of their respective powers,
that the appointment of the independent
directors falls on persons of acknowledged
solvency, competence and experience, who
are prepared to devote a sufficient portion
of their time to the discharge of the duties
related to the position.
The proposals for the reappointment of
directors shall also be reported on by
the Appointments and Remuneration
Committee to the Board of Directors. When
proposing a director for reappointment, the
will assess the quality of the work performed
and the dedication to the position held
during the related mandate.
The directors affected by proposals of
appointment, reappointment or removal,
must abstain from intervening in the
related deliberations or votes. The Board
of Directors’ votes on appointment,
// 180
// 181
reappointment or removal of directors
shall be secret if so requested by any of its
members, notwithstanding the entitlement
of any of the directors of stating in the
minutes how he has voted.
Term of the directorship: the directors
shall discharge their duties for a
maximum term of five years and may be
reappointed once or more for five-year
periods. The shareholders at the Annual
General Meeting shall determine, upon
appointment or reappointment, the
specific term of the position of the director
appointed. If it is not determined, the term
shall be for five years. Upon termination of
this period, the appointment lapses when
the following General Meeting has been
held, or when the legal term has elapsed
for the shareholders at the General Meeting
to resolve to approve the previous year’s
financial statements.
In 2010, the Appointments and
Remuneration Committee proposed to the
Board that Miriam González Durántez be
appointed independent director and that
Lord Tristan Garel Jones be reappointed.
Removal: Directors shall vacate office:
through resignation at any time;
when so resolved by the shareholders at
the General Meeting by virtue of the powers
legally conferred thereon;
when, the period for which they were
appointed having elapsed, the first
subsequent General Meeting is held, or when
the legally stipulated deadline on which the
following General Meeting should have been
held, if it was not held, has elapsed.
Also, directors must tender their resignation
to the Board of Directors and resign, if the
latter deems it appropriate, in the following
cases:
1. In the case of proprietary directors, when
the reasons for which they were appointed
no longer exist, considering that this
situation exists when the entity or business
group which they represent ceases to hold
a significant ownership interest in the share
capital of ACCIONA, or when the entity or
business group in question requests their
replacement as directors;
2. In the case of independent directors, if
they join the executive management of
ACCIONA, or of any of its subsidiaries, or
when for any other reason they become
subject to any incompatibility with the
status of independent director;
3. In the case of executive directors, when
they vacate their executive positions,
for which reason they were appointed
directors;
4. When they are involved in any of the
situations of incompatibility or prohibition
provided for in the law or the Regulations;
5. When they are reprimanded by the Audit
Committee for having seriously failed to fulfil
their duties as directors;
6. When their remaining on the Board may
affect the credit or reputation of ACCIONA
and its Group in the market or jeopardize
their interests in any other way, in particular
in the event of being prosecuted or having
a court order issued against them initiating
trial proceedings for any of the offences set
out in Article 124 of the Spanish Companies
Law.
B) Amendment of the Company’s Bylaws
Amendment of the Bylaws must comply
with the provisions of Article 17.2 of
the Bylaws, in accordance with which
the quorum for convening the General
Meeting is sixty-seven percent (67%)
of the subscribed and paid capital with
voting power at first call, or sixty-two
percent (62%) at second call, to be able
to pass resolutions on any of the following
matters:
Amendment of the Bylaws, excluding the
change of registered office, capital increases,
the extension of the Company object, and, in
the cases in which it is mandatory by law, the
reduction of capital;
Alteration of corporate form, merger,
spin-off, liquidation or dissolution of the
Company, except in the event of dissolution
required in law.
In order to change the Company’s
registered office, increase capital
(including authorizing the Board of
Directors to adopt a resolution thereon),
issue non-convertible, exchangeable and/
or convertible debentures or bonds, issue
warrants or options (individual or tied to
debentures) and preference shares and,
when legally required, reduce capital and
dissolve and liquidate the Company, the
General Meeting must be convened at first
call with a quorum of sixty-seven percent
(67%) of the subscribed and fully paid
capital with voting power or at second call
with a quorum of fifty percent (50%) of
the subscribed and fully paid capital with
voting power.
2.7. The powers of the members
of the Board of Directors and,
in particular, those relating
to the possibility of issuing or
repurchasing shares.
A) The Company’s powers of attorney
correspond to the Board of Directors acting
as a collective body and on a majoritydecision basis. The Board of Directors has
been empowered in the broadest respect
to conclude agreements in general, to carry
out all manner of acts and transactions,
of contractual liability or disposition,
ordinary or exceptional management and of
absolute title, with respect to all manner of
movable and immovable properties, money,
securities and commercial bills, with no
exceptions other than those matters that
are the authority of the General Meeting
or are not included in the Company object.
Also, the Company has set up an Executive
Committee to which it has delegated all the
powers except those not delegable in law.
Notwithstanding the foregoing, the Chairman
José Manuel Entrecanales Domecq and the
Deputy Chairman Juan Ignacio Entrecanales
Franco have been delegated all the powers
except those not delegable in law.
B) The shareholders at the Annual General
Meeting held on 4 June 2009 resolved to
delegate to the Board of Directors the power
to increase capital once or several times
within a period of five years from that date
by a maximum amount of EUR 31,775,000
and the power to issue non-convertible and/
or exchangeable debentures or bonds for the
amount and of the characteristics decided by
the Board of Directors within the legal limits.
The Board of Directors has not made use of
the powers delegated.
C) As regards the powers to purchase
shares, on 10 June 2010 the shareholders
at the Annual General Meeting resolved
to authorize the Company itself and its
Group companies to acquire treasury shares
derivatively, both directly and indirectly
through the acquisition of capital in
companies holding shares of ACCIONA, S.A.,
respecting the limits, legal requirements and
conditions set forth below, thereby rendering
null and void the authorization approved
by the shareholders at the Annual General
Meeting held on 4 June 2009:
a) Method: purchase and sale, share
exchange, loan or accord and satisfaction;
b) Maximum number of shares to be
acquired: up to 10% of the share capital;
c) Maximum and minimum prices: 15%
above or below the closing price of the last
stock market session;
d) Duration of the authorization: five (5)
months from the date of this agreement.
Also, the Board of Directors was authorized to
earmark some, or all, treasury shares already
acquired, and those that the Company may
acquire by virtue of the aforementioned
authorization, to the ACCIONA Group’s
senior executive share-based payment plan,
including the directors of ACCIONA, S.A. who
perform executive duties.
2.8. The significant agreements
entered into by the Company and
which come into force, are modified
or are terminated in the event of a
change of control at the Company
as a result of a takeover bid, and
its effects, except when disclosure
// 182
// 183
would be seriously harmful for
the Company. This exception is not
applicable where the Company is
legally obliged to disclose this
information.
2.8.1. ACCIONA has arranged three credit
facilities, for a total amount of EUR 770
million, which establish the reduction in the
direct or indirect ownership interest of Grupo
Entrecanales in ACCIONA to below 50.01%
as a possible cause for early repayment. On
17 February 2011, EUR 40 million of these
credit facilities had been drawn down. There
are also certain contracts of a financial nature
that establish the requirement to obtain prior
authorization for corporate transactions such as
mergers or spin-offs.
2.9. The agreements between the
Company and its directors and
executives or employees that
provide for benefits when the
latter resign or are terminated
without just cause or if the
employment relationship comes to
an end as a result of a takeover bid.
Generally, in the absence of an express
agreement, the Company does not grant
termination benefits to its directors and
executives except in the situations and
for the amounts established in current
employment legislation.
Notwithstanding the foregoing, seven
executives, in the terms and conditions
set out below, have agreed upon specific
conditions in the event of the termination of
their employment contracts for unjustified
dismissal or at the discretion of the
Company.
The amount of these clauses is as follows:
two clauses for a maximum amount of 2.5
years’ total remuneration, two clauses for
an amount of two years’ fixed remuneration,
one clause for an amount of one year’s total
remuneration and two clauses for an amount
of six months’ total remuneration, although
one of the clauses has a limited term,
whereby once it has expired the indemnity
will be established in accordance with the
general standard regime set forth in the
Workers’ Statute.
On 23 February 2010, this report was
prepared by the Board of Directors of
ACCIONA, S.A., as required by Article 116 bis
of the Spanish Securities Market Law.
Treasury shares
At 31 December 2010, there were 3,287,669
treasury shares, representing 5.17 % of share
capital.
The changes in 2010 and 2009 in treasury
shares were as follows:
2010
2009
Number
of shares
Beginning balance
1,487,612
Additions
1,851,904
113,749
9,575
768
Disposals
(51,847)
(5,410)
(51,844)
(5,413)
3,287,669
263,672
1,487,612
155,333
Ending balance
Cost
Number
of shares
Cost
155,333
1,529,881
159,978
Events after the reporting period
On 13 January 2011, the Board of Directors
of ACCIONA S.A. declared a gross interim
dividend of EUR 1.07 per share out of profit
for 2010, to be approved by the shareholders
at the next Annual General Meeting.
The interim dividend payable in this respect
totalled EUR 67,998,500. Withholdings on
account of tax payable will be deducted from
this amount, if applicable. The dividend was
paid on 21 January 2011.
// 184
// 185
acciona, S.A.
and subsidiaries
2010 Directors’
Report
a. Corporate Governance Report
corporate governance report 2010
Listed companies
TAX ID:
Name
ISSUER IDENTIFICATION DATA
DATE
A 08001851
31/12/2010
ACCIONA S. A.
a. Ownership structure
A.1. Complete the following table about the Company’s ownership
structure:
Date of last change
18-05-2000
Share capital
(€)
Number of
shares
Number of
voting rights
63,550,000
63,550,000
63,550,000
Please indicate if there are different types of shares with different types of rights
associated with them:
Yes
No
X
// 186
// 187
A.2 Indicate direct and indirect owners of significant stakes and
their stakes at year-end, excluding directors.
Name of shareholder
Number of direct
voting rights
Number of indirect
voting rights (*)
% of total voting
rights
Grupo Entrecanales, S.A.
36,064,557
1,831,872
59,632
(*) Through:
Name of direct owner of stake
Servicios Urbanos Integrales, S. A.
Tivafen, S.A.
Number of direct
voting rights
% of total voting rights
653,226
1.028
1,178,646
1.855
Indicate most significant changes in the ownership structure in the year:
NAME OF SHAREHOLDER
TRANSACTION DATE
DescripTION OF TRANSACTION
// 188
A.3 Complete the following tables regarding the members of the
Company’s Board of Directors who own stock with voting rights
in the Company:
Director name or business name
Juan Manuel Urgoiti y López-Ocaña
Carlos Espinosa de los Monteros y
Bernaldo de Quirós
Number of direct
voting rights
2,429
2,869
2,150
2,387
88,450
Number of indirect
voting rights (*)
59,392
7,668
1,400
2,000
200
0
24,000
48,970
% of total
voting rights
0.097
0.017
0.003
0.004
0.139
0.002
0.041
0.000
0.077
(*) Through:
Number of direct voting rights
% of total voting rights
Total % of voting rights held by the Board of Directors
0.381
Complete the following tables regarding the members of the Company’s Board of
Directors who own stock options in the Company:
Number of
direct stock
options
6,871
4,613
Number of
indirect stock
options
Number of
equivalent
shares
6,871
4,613
% of total
voting rights
0.011
0.007
// 189
A.4 Indicate any family, commercial, contractual or business
relationships among owners of significant stakes insofar as they
are known to the Company, unless they are insignificant or are
derived from ordinary commercial transactions.
A.5 Indicate any commercial, contractual or corporate
relationships between owners of significant stakes and the
Company, unless they are insignificant or are derived from
ordinary commercial transactions.
Name of related shareholders
Type of relationship
Brief description
Corporate
Controlling entity of the Group containing ACCIONA, S.A
A.6 Indicate if the Company has been notified of any shareholders’
agreements which affect the Company as set out in Article 112
of the Spanish Securities Market Law. If so, briefly describe the
agreements and the shareholders involved.
Yes
No
X
Indicate if the Company is aware of any concerted actions among its shareholders. If so,
give a brief description.
Yes
No
X
Specifically, please indicate if the shareholders’ agreements or concerted actions have
been amended or terminated in the year.
A.7 Indicate if there is an individual or legal entity that exercises or
can exercise control over the Company in accordance with Article
4 of the Securities Market Law: If so, give a brief description.
Yes
X
No
Name or Company name of
Comments
See Note in Section G
A.8 Complete the following tables about the Company’s treasury
stock:
At year-end:
Number of direct shares
Number of indirect
shares (*)
Total % of share capital
1,848,290
5.1734
1,439,379
(*) Through:
Tibest Cuatro S.A.
Number of direct shares
132,713
finanzas Dos
1,715,577
Total
1,848,290
Detail the significant changes in the year in accordance with Royal Decree 1362/2007.
Date of disclosure
08/06/2010
16/06/2010
Total shares
acquired directly
131,111
0
Capital gain/ (capital loss) on treasury
stock disposed of during the period
Total shares
acquired
indirectly
690,229
684,701
% of share capital
1.292
1.077
-1,748
// 190
// 191
A.9. Detail the conditions and term of the current
authoriZation that the Shareholders’ Meeting
has given to the Board of Directors to buy or
sell own shares.
The following resolution was passed at the General Shareholders’
Meeting held on 10 June 2010:
To authorize the derivative acquisition of treasury stock by the
Company and by Group companies, whether directly or indirectly by
acquiring an interest in the companies that hold ACCIONA, S.A. shares,
within the limits and in compliance with the legal conditions and
requirements established below and to revoke the unused portion of
the authorised granted by the Ordinary General Shareholders’ Meeting
in 2009:
a)Form: Purchase-sale, swap, loan or accord and satisfaction.
b)Maximum number of shares to be acquired in addition to those
already held by ACCIONA, S.A. and subsidiaries: up to 10% of
subscribed capital.
c)Maximum and minimum prices: 15% above or below the closing
price of the last trading session.
d)Term of the authorisation: FIVE (5) years from the date of this
resolution.
To authorise the Board of Directors to carry out the derivative
acquisition of ACCIONA, S.A. treasury stock and to allocate some or
all of the treasury stock already acquired and to be acquired by the
Company under the foregoing authorisation to the implementation of
the 2009-2011 compensation plan consisting of the delivery of shares
to senior management of the ACCIONA Group, including directors of
ACCIONA, S.A. with executive functions, and to the implementation of
other remuneration systems based on the delivery of ACCIONA, S.A.
shares or stock options.
A.10 Indicate any legal or Articles of
Incorporation restrictions on the exercise of
voting rights or any legal restrictions on the
acquisition or sale of stakes in share capital.
Indicate whether there are any legal restrictions on the exercise
of voting rights.
Yes
No
X
Indicate whether there are restrictions in the Articles of
Incorporation on the exercise of voting rights.
Yes
No
X
Indicate whether there are any restrictions on the acquisition or
sale of stakes in share capital.
Yes
No
X
A.11 Indicate whether the General Shareholders’
MEETING adopted neutraliZation measures in the
event of a takeover bid as provided for in Law
6/2007.
Yes
No
X
Detail any such methods that have been approved and the terms
in which the restrictions will be rendered ineffective.
// 192
B. Structure of the Company’s administration
B.1 Board of Directors.
B.1.1 Indicate the minimum and maximum number of directors envisaged in the
Articles of Incorporation.
Maximum number of directors
18
Minimum number of directors
3
B.1.2 Complete the following table with the members of the board:
Representative Board position
Date of first
appointment
Date of latest
appointment
Type of
appointment
Chairman
14-04-1997
06-06-2007
Shareholders’ Meeting
1st Vice Chairman
2nd Vice Chairman
14-04-1997
14-04-1997
06-06-2007
19-06-2008
Juan C. Entrecanales de Azcárate
Director
14-04-1997
06-06-2007
Lord Tristan Garel-Jones
Miriam González Durántez
Director
Director
Director
04-06-2009
29-06-1999
10-06-2010
04-06-2009
10-06-2010
10-06-2010
Director
19-05-2001
06-06-2007
y Bernaldo de Quirós
Director
04-06-2009
04-06-2009
Director
Director
29-06-1994
19-06-2008
19-06-2008
19-06-2008
Fernando Rodés Vilà
Director
04-06-2009
04-06-2009
Director
10-05-2006
10-05-2006
Total number of directors
13
// 193
Indicate any removals from the Board of Directors in the period.
Director’s status at time of removal
B.1.3 Complete the following tables with the members of the Board
and their status:
EXECUTIVE DIRECTORS
Committee that proposed
the appointment
Nomination and Remuneration
Total number of executive directors
% of Board
Position in the Company
Chairman-CEO
Vice Chairman-CEO
2
15.385
EXTERNAL PROPRIETARY DIRECTORS
Committee that
proposed the
appointment
Name of the significant shareholder
who is represented or who proposed
the appointment
Total number of proprietary directors
% of Board
2
15.385
Date removed
EXTERNAL INDEPENDENT DIRECTORS
Committee that
proposed the
appointment
Nomination and
Remuneration
Profile
Graduate in law. Worked first at Banco de Vizcaya, where he attained the position of ceo, and was subsequently
ceo of bbv. Former Chairman of Ahorrobank, Banco de Crédito Canario and Banco Occidental, Chairman of the
Instituto de Biologia and Sueroterapia and of Laboratorios Delagrange, s.a., Director of Antibióticos, s.a. Former
Chairman of the Royal Board of Trustees of the Queen Sofia National Art Center and Member of the Royal Board
of Trustees of the Prado Museum. Currently Chairman of Banco Gallego and Director of Inditex.
Nomination and
Remuneration
Ceo of Havas Group, based in Paris. Commenced his career in the capital markets division of Manufacturers
Hanover Trust Bank. Appointed ceo of Media Planning, s.a. in 1994. In 2006, appointed ceo of Havas Group,
the world’s fifth-largest communication, marketing and advertising group, which is listed on the Paris Stock
Exchange (hav). Chairman of Neometrics, and director of other companies in his family group; trustee of the
Natura Foundation.
Tristan Garel-Jones
Nomination and
Remuneration
UK Conservative Member of Parliament from 1979 to 1997, holding a number of ministerial portfolios, including
Minister of State for Europe. Former Director of Vodafone España and of Iberia Lineas Aereas de España. Currently
Managing Director of ubs.
y Bernaldo de Quirós
Nomination and
Remuneration
Lawyer, graduate in business (icade) and civil service commercial expert and economist. Former Vice-Chairman
of ini and Chairman of Iberia and Aviaco. President of Círculo de Empresarios, Chairman and ceo of MercedesBenz España, s.a., Chairman of La Fraternidad Muprespa (Mutua de Accidentes de Trabajo) and Second ViceChairman of Inditex.
Nomination and
Remuneration
Professor at Harvard Business School, where she has taught finance and company valuation in mba, PhD and
executive programmes since July 2001. PhD in business administration and Master in economics from ucla,
graduate and PhD in economics and business studies from Madrid Complutense University, where she was also a
lecturer. She is a specialist in corporate finance, corporate governance and business strategy.
Nomination and
Remuneration
Member of the Advisory Board of Fundación Innovación Social para la Cultura, a trustee of Fundación Mirada
Solidaria, member of the Advisory Board of Fundación Esplai, Member of the Jury for the Fundación Príncipe de
Asturias Awards for international aid, and a member of the Board of Governors of Deusto University. Member of
the Board of Directors of Tubacex, S. A. and President of Unicef España. Honorary Member of: Asociación Nuevo
Futuro; Asociación Mujer Siglo xxi; and the Scientific Committee of the International Institute of Political Science.
She has received an award from the Forum de Alta Dirección.
Nomination and
Remuneration
Chairman and ceo of Recoletos Media Group from 1997 until it was sold in 2007. Currently Chairman of Willis
Iberia and Lazard Asesores Financieros. He is also a director of Casbega and Vice-President of the Empresa and
Sociedad Foundation.
Miriam González Durántez
Nomination and
Remuneration
Law degree from the University of Valladolid, Master’s degree from the Colegio de Europa and Senior Associate
Member, St. Anthony´s College at Oxford University. Formerly an adviser to the Foreign and Commonwealth
Office on the Middle East and European Union and one of two foreign relations commissioners from 1999 to
2004. Currently directs the international trade and European government relations department of dla Piper in
London and is Vice-President of Canning House in London.
// 194
// 195
Total number of independent directors
8
% of Board
61.538
OTHER EXTERNAL DIRECTORS
Committee that proposed the
appointment
Total number of other external directors
1
% of Board
7.692
State why these directors cannot be considered proprietary or independent, and
indicate any relations between them and the Company, its executives or shareholders:
Company, executive or shareholder
Reason
with which he/she is related
Upon stepping down as an executive, he ceased to be classified as
an executive director, but he cannot be classified as an independent
director under Section III of the Unified Code of Corporate
Governance, nor can he be classified as a proprietary director since
his appointment is not based on his being a shareholder.
Indicate any changes in directors’ status in the period:
Date of change
Former status
Former status
B.1.4 Indicate any reasons for which proprietary shareholders
were appointed at the proposal of a shareholder owning less than
5% of capital.
Disclose any rejection of a formal request for a Board seat from shareholders whose
equity stake is equal to or greater than that of others who applied successfully for
a proprietary directorship. Detail the reasons for any such rejection.
Yes
No
X
B.1.5 State whether any director has withdrawn from his/her position before the expiration of his/her term of office, whether the
director has given reasons to the Board and by what means, and
in the event that he/she gave reasons in writing to the full Board,
describe at least the reasons given by the director.
Yes
No
X
Name of director
Reason for withdrawal
B.1.6 Indicate any powers delegated to the managing director(s).
Brief description
All the Board’s, except where delegation is
prohibited by law, on a joint and several basis.
All the Board’s, except where delegation is
prohibited by law, on a joint and several basis.
B.1.7 Identify any board members with administration or
management positions in other companies that form part of the
listed Company’s group.
// 196
// 197
B.1.8 Indicate any Company directors who are members of the board
of directors of other companies listed on Spanish official stock
markets, other than group companies, that have been notified to
the Company.
Group Company
Position
Industria de Diseño Textil, S. A.
Director
Industria de Diseño Textil, S. A.
2nd Vice-Chairman
Tubacex, S. A.
Director
B.1.9 Indicate whether the Company has established rules about the
number of directorships its board members can hold, and describe
any such rules.
Yes
X
No
Detail the rules
Under Article 38.1.c.) of the Board of Directors Regulation, directors may not belong to the Boards of
more than four listed companies (not counting ACCIONA)
B.1.10 In connection with recommendation number 8 of the Unified
Code, indicate the Company’s general policies and strategies that
must be approved by the full Board:
YES
Investment and financing policy
X
Design of the structure of the corporate Group
X
Corporate governance policy
X
Corporate social responsibility policy
X
The strategic or business plan, management targets and annual budgets
X
Remuneration and evaluation of senior officers
X
Risk control and management policy, and the periodic monitoring of internal information and control systems
X
Dividend policy, as well as the policies and limits applying to treasury stock
X
No
// 198
B.1.11 Complete the following tables regarding
the aggregate directors’ remuneration accrued
in the year:
b) Company directors who belong to the Boards of Directors
and/or senior management of Group companies:
a) In the Company to which this report refers:
Remuneration item
Remuneration item
Fixed
Variable
Per diems
Remuneration mandated by the Articles of
Incorporation
Other
TOTAL
Other benefits
Prepayments
Loans granted
Pension funds and plans: Contributions
Pension funds and plans: Obligations
Life insurance premiums
Guarantees granted by the Company to directors
Thousand
euro
1,531
4,643
1,683
0
0
0
7,857
Thousand
euro
0
0
0
0
0
0
Remuneration item
Remuneration item
Fixed
Variable
Per diems
Remuneration mandated by the Articles of
Incorporation
Other
TOTAL
Other benefits
Prepayments
Loans granted
Pension funds and plans: Contributions
Pension funds and plans: Obligations
Life insurance premiums
Guarantees granted by the Company to directors
Thousand
euro
0
0
0
0
0
0
0
Thousand
euro
0
0
0
0
0
0
// 199
c) Total remuneration by type of director:
Type of director
Executive
External and proprietary
External and independent
Other external
Total
By Company
6,325
190
1,127
215
7,857
d) With respect to profit attributable to the Parent Company:
By group
0
0
0
0
0
Total directors’ remuneration (in thousand
euro)
7,857
Total directors’ remuneration/profit
attributed to the parent company (%)
4.7%
B.1.12. Indicate senior executives who are not executive directors and the total remuneration accrued
to them in the year.
Javier Pérez-Villaamil Moreno
Dolores Sarrión Martínez
Justo Vicente Pelegrini
Arantza Ezpeleta Puras
Carlos Navas García
Jesús Alcázar Viela
Pedro Martínez Martínez
Vicente Santamaría De Paredes Castillo
Juan Muro-Lara Girod
Frank Gelardin
Carlos López Fernández
Alfonso Callejo Martínez
Adalberto Claudio Vázquez
Jorge Paso Cañabate
Juan Sáez Elegido
Luis Castilla Cámara
Pedro Ruiz Osta
Juan Manuel Cruz Palacios
Brett Thomas
Peter Duprey
Jaroslaw Popiolek
Alberto De Miguel Ichaso
TITLE
General Manager, ACCIONA Infrastructure, Area 1
General Manager, Corporate Resources Area
General Manager, International Area
General Manager, ACCIONA Airport Services
General Manager, ACCIONA Infrastructure, Latin America
President, ACCIONA Infrastructure Division
General Manager, Legal Services
General Manager, Corporate Development and Investor Relations
General Manager, International
General Manager, ACCIONA Installations Area
General Manager, Corporate Resources
General Manager, ACCIONA Infrastructure, International Construction and Concessions
Director of Internal Audits
Director of Communications
President, ACCIONA Water Division
General Manager, ACCIONA Windpower Area
General Manager of HR and Administration
General Manager of Australia Area
General Manager of US Area
General Manager of Poland Area
General Manager of ACCIONA Energy Strategy and New Business
Fermín Gembero Ustaroz
General Managerof Green Utility Area
Carmen Becerril Martínez
Jorge Vega-Penichet López
Isabel Antúnez Cid
Joaquín Gómez Díaz
José María Farto Paz
Josu Arlabán Gabeiras
Juan Ramón Silva Ferrada
Jaime Solé Sedo
Pío Cabanillas Alonso
Macarena Carrión López De La Garma
Juan Gallardo Cruces
Antonio Grávalos Esteban
Rafael Mateo Alcalá
Joaquín Mollinedo Chocano
Félix Rivas Anoro
Raúl Beltrán Núñez
Robert Park
Ricardo Molina Oltra
TITLE
President, ACCIONA Energy Division
General Secretary
General Manager, ACCIONA Real Estate Area
General Manager, ACCIONA Infrastructure, Studies and Contracting Area
General Manager, International Finance-Economic Area
General Manager of Sustainability
General Manager of Green Utility Area
General Manager of Corporate Image and Communications
General Manager of the Ceo’s Office
General Manager of Finance
General Manager, ACCIONA Trasmediterranea Area
General Manager, ACCIONA Energy
General Manager, Innovation and Sustainability
General Manager of Purchasing
General Manager of Internal Audits
General Manager of Canada Area
General Manager of Other Activities Area
Total remuneration of senior management (in thousand euro)
22,884
B.1.13 Indicate in an aggregate way any guarantee or “golden handshake” clauses in favor of senior
management members, including executive directors, of the Company or its group for the event of
dismissal or change of control. Indicate whether these contracts have to be notified to, and/or
approved by, the Company’s or Group’s bodies.
Number of beneficiaries
Body that authorizes the clauses
Is the Shareholders’ Meeting informed of the clauses?
7
Board of Directors
Shareholders’
Meeting
YES
No
YES
No
X
// 200
// 201
B.1.14 Indicate the process to establish the remuneration for board members and the corresponding
clauses in the Articles of Incorporation.
Process to establish the remuneration for board members and the corresponding clauses in the Articles of Incorporation
Article 31.2 of the Bylaws establishes that the Board of Directors is entitled
to 5% of profit each year after making allocations to the items referred to in
paragraphs 1, 2 and 3 of Article 47.2 of the Bylaws, unless the Shareholders’
Meeting, at the proposal of the Board of Directors, determines a smaller
percentage when it approves the financial statements.
Directors’ remuneration is distributed in the proportion decided upon by the
Board.
Subject to a prior decision by the Shareholders’ Meeting with the legally
required scope, executive directors may also be remunerated with shares
or stock options or another remuneration system referenced to the
share price.
Article 55 of the Board Regulation establishes that the Board of Directors
will determine the directors’ remuneration regime within the framework
established by the Bylaws.
The decision must be based on a report on the subject issued by the
Nomination and Remuneration Committee.
The Board of Directors must ensure that directors’ remuneration is moderate
and in line with the market rate at companies of a similar size and activity,
favoring systems which link a significant part of the remuneration to
dedication to ACCIONA.
The Board of Directors must also ensure, in the case of variable awards, that
remuneration policies include technical safeguards to ensure they reflect
the professional performance of the beneficiaries and not simply the general
progress of the markets or the Company’s sector, or circumstances of this
kind. The remuneration regime must allocate analogous remuneration to
similar functions and dedication.
The remuneration system for independent directors must seek to provide
sufficient incentive for dedication without compromising their independence.
Remuneration of proprietary directors for their duties as director must be in
proportion to that received by other directors, and must not represent special
treatment regarding the remuneration of the shareholder who proposed their
appointment.
Remuneration of executive directors derived from their membership of
the Board of Directors must be compatible with other professional or
occupational remuneration they receive for the executive or consultancy
functions they undertake at ACCIONA or in its Group.
The executive directors may be beneficiaries of remuneration systems that
comprise the delivery of shares or stock options or any other remuneration
system referenced to the share price. In that case, the Board must submit a
proposal in this connection to the Shareholders’ Meeting.
Directors’ remuneration must be transparent.
The Board of Directors must adopt the necessary measures to ensure that
the Annual Report discloses the directors’ remuneration for their positions
as such and for each item, as well as the remuneration of the directors with
executive responsibilities, which may be itemized at the Board’s discretion.
Information must also be given on the relationship in the year between the
remuneration obtained by executive directors and the Company’s profits, or
some other measure of enterprise results.
ACCIONA may arrange director liability insurance and a director pension
system.
Total remuneration paid to the Board of Directors for discharging its duty as
the Company’s governing body in 2009 was 1,682,500 euros; the breakdown
of this figure on the basis of membership of the Board of Directors and the
various Committees is shown in Section G of this report.
On 1 July 2009, the Board of Directors approved the proposal made by the
Nomination and Remuneration Committee with regard to the remuneration
of directors for membership of the Board of Directors and its Committees in
the following terms:
75,000 euros for membership of the Board of Directors.
25,000 euros for the position of Independent Vice-Chairman.
50,000 euros for membership of the Executive Committee.
50,000 euros for membership of the Audit Committee.
40,000 euros for membership of the Nomination and Remuneration Committee.
40,000 euros for membership of the Sustainability Committee.
// 202
pROCESS TO ESTAblISh ThE REmUNERATION FOR bOARD mEmbERS AND ThE CORRESpONDINg ClAUSES IN ThE ARTIClES OF INCORpORATION
These amounts, which were not increased in 2010, are fixed annual
amounts paid in quarterly installments, regardless of the number of
meetings that are held in the year. No specific per diems are paid
for attending meetings. The executive directors who are members of
the Executive Committee did not receive any remuneration for their
membership of that Committee as it was considered to be included in the
remuneration for their professional services as directors.
Following a detailed comparative survey of international and IBEx 35
companies, and based on the fact that Board of Directors remuneration had
not been updated since 2004, the Nomination and Remuneration Committee
drafted a proposal in the foregoing terms and submitted it to the Board of
Directors, which approved it on 1 July 2009.
State whether the Board has reserved the right to approve the
following matters.
YES
On the proposal of the Company’s Chief Executive, the
appointment and removal of senior officers, and their
compensation clauses.
X
Directors’ remuneration and, in the case of executive
directors, the additional consideration for their
management duties and other contract conditions.
X
B.1.15 State whether the Board of Directors
approves a detailed compensation policy and
specify the matters which it covers.
Yes
X
No
No
The Committee considers that its proposal is in line with the market rate
in companies of similar size and activity, that comparable functions and
dedication are remunerated in an analogous manner without compromising
directors’ independence, while providing a suitable incentive to even greater
involvement in the Committees.
Directors who performed executive functions in 2010 received a total of
1,311 shares and 7,942 stock options as part of their remuneration in 2010
per the conditions established in the 2009-2011 share ownership plan for
ACCIONA senior management.
YES
The amount of the fixed components, itemized where
necessary, of Board and Board Committee attendance
fees, with an estimate of the fixed annual payment
they give rise to
X
Variable remuneration components
X
The main characteristics of pension systems, with an
estimate of their amount or annual equivalent cost
X
Terms and conditions that must be included in the
contracts with executive directors performing senior
management duties
X
No
// 203
B.1.16 State whether the Board submits a report on the directors’
remuneration policy to the advisory vote of the Shareholders’
Meeting as a separate point on the agenda. If so, describe the points in
the report dealing with remuneration policies approved by the Board
for future years, the main policy changes, and a general summary
of how the remuneration policies were applied throughout the year.
Describe the role of the Remuneration Committee and the identity of
any external advisors engaged.
Yes
No
X
Issues covered by the report on remuneration policy
Role of the Remuneration Committee
The Nomination and Remuneration Committee drafts the report on remuneration policy which the Board of
Directors adopts and makes available to shareholders as the call for the General Meeting is issued.
YES
Were external advisors used?
Identity of external advisors
No
X
B.1.17 Identify any board members who are also members of the
board of directors or executives or employees of companies with
significant stakes in the listed Company and/or in companies in its
group.
Name of significant shareholder
Servicios Urbanos Integrales, S.A.
Tivafen, S.A.
Tivafen, S.A.
Tivafen, S.A.
Position
Director
Director
Chairman
Director
Chairman
Director
Director
Director
Director
Director
Identify any significant relationships, other than those stated in the preceding section,
between Board members and significant shareholders and/or subsidiaries in the Group.
B.1.18 Indicate whether there were any amendments to the Rules of
the Board in the year.
Yes
No
X
Description of modifications:
// 204
// 205
B
the ownership interests they control; independent directors must
account for at least one-third of the total.
The Nomination and Remuneration Committee must also advise the Board
of Directors on the reappointment of directors. In its recommendation, the
Nomination and Remuneration Committee must evaluate the quality of
work and dedication to duties during the director’s term.
The Board of Directors must ensure that independent directors who
are reappointed are not assigned to the same Committee, except
where the tasks in hand or other reasons make it advisable for them to
remain in the same Committee.
Directors cease to hold office:
By their own decision, at any time;
When required by the Shareholders’ Meeting in exercise of its legally
granted authority;
When, following expiration of the term for which they were elected,
the next Shareholders’ Meeting is held or the legal deadline for holding
the next Shareholders’ Meeting has passed.
Directors must also tender their resignation to the Board of Directors
and, if the latter deems it appropriate, resign in the cases stated in
Section B.1.20.
In 2010, the Nomination and Remuneration Committee proposed the
appointment of Miriam González Durántez and the reelection of Lord
Tristan Garel Jones.
B.1.20 Indicate the reasons for which directors
may be forced to resign.
Directors shall make their seats available to the Board of Directors and
formally resign under the following circumstances:
a) In the case of proprietary directors, when the reasons for which they
were appointed no longer apply; this is understood to be the case
when the entity or business group they represent ceases to hold a
significant stake in the capital of ACCIONA, or when that entity or
corporate group requests their replacement as director;
b) In the case of independent directors, if they join the executive ranks
of ACCIONA or any of its subsidiaries, or if, for another reason,
they fulfill any of the conditions which render them unfit to be
independent directors;
c) In the case of executive directors, when they cease to hold the
executive post which led to their appointment as directors.
d)When they fulfill any of the conditions of incompatibility or
prohibition envisaged in the Law or the Regulation;
e)When they have been reprimanded by the Audit Committee for a
serious breach of any of their obligations as director;
f) When their presence on the Board might affect the credit or
reputation of ACCIONA and its Group in the market or jeopardize
their interests in any other way and, in particular, if they are
charged or tried with any of the crimes set out in Article 124 of
the Corporations Law (currently Article 213 of the Investment
Companies Act).
B.1.21 Explain whether the functions of the
Company’s top executive fall on the Board
Chairman. If so, indicate the measures taken to
limit the risk of a single person accumulating
power.
Yes
X
No
Measures to limit risks
Decisions and powers which correspond to both the Board of Directors
and the Committees, and the existence of an Executive Committee, are
considered to be adequate measures to limit the risks of a single person
accumulating power.
State whether the Company has established rules to empower
an independent director to request a Board meeting or the inclusion of new business on the agenda; to coordinate and give voice
to the concerns of external directors; and to lead the Board’s
evaluation. Detail any such rules.
Yes
X
No
Detail the rules
Under the Board of Directors Regulation, the Vice-Chairman or, if there
are several, one of them, must be an independent director and will act as
coordinator, reflecting the concerns of the external directors and directing the
Board’s evaluation of the Chairman. Under the Bylaws, a Board meeting must
necessarily be called at the request of a Vice-Chair, a CEO, a Director-General
Manager or five directors. The Bylaws also state that, before or during any
Board meeting, the directors are entitled to place any item on the agenda for
discussion and voting subject to the Chairman’s prudent decision.
// 206
// 207
B.1.22 Is a supermajority, other than the legal
majority, required in some decisions?
B.1.24 Indicate if the Chairperson has a casting vote.
Yes
Yes
No
X
No
X
Issues on which there is a casting vote
Explain how resolutions are adopted by the Board of Directors,
stating at least the quorum and type of majority required to
adopt resolutions.
Resolutions must be adopted by an absolute majority of the Board members
present and represented. In the event of a tie, the Chair or Acting Chair has a
casting vote, as provided in Article 37 of the Bylaws.
Description of resolution
1) Permanent delegation of its powers to an Executive Committee or to one
or more Managing Directors, and the appointment of the Board members who
will hold those offices. 2) Other Board of Directors resolutions.
Quorum
For 2), half plus one of the number of directors established by the Shareholders’ Meeting, even if that number has not been fully covered or vacancies
have arisen subsequently.
Type of majority
1) Half plus one of the number of directors established by the Shareholders’
Meeting, even if that number has not been fully covered or vacancies
have arisen subsequently.. 2) Absolute majority of the directors present or
represented by proxy. In the event of a tie, the Chairperson or Acting Chair has
a casting vote.
B.1.23 dETAiL whEThEr ThErE ArE sPECifiC
rEqUirEMEnTs, OThEr ThAn ThOsE rELATing TO
dirECTOrs, fOr APPOinTing ThE bOArd ChAirMAn.
Yes
No
X
Description of requirements.
B.1.25 Indicate if the Articles or Rules of the Board
establish an age limit for directors.
Yes
No
X
B.1.26 indiCATE if ThE Bylaws Or bOArd rEgULATiOn
EsTAbLish A TErM LiMiT fOr indEPEndEnT dirECTOrs.
Yes
No
X
B.1.27 When there are few or no female directors,
indicate the reasons for this situation and the
measures taken to correct it.
Detail the reasons and initiatives
The Board of Directors promotes all the necessary policies to ensure that
selection processes are free from any implicit bias that might prevent
the selection not only of directors but also of any employee, and in
the search for candidates who have the requisite skill, knowledge and
experience for the position, as reflected in point 4.3 of the ACCIONA
Code of Conduct: ensuring equality through its action policies, and not
accepting any type of discrimination in the professional sphere.
In particular, state whether the Nomination and Remuneration
Committee has established procedures to ensure that the
selection processes have no implicit bias that might hamper
the selection of female candidates, and to ensure that female
candidates with the right profile are actively sought.
Sí
No
// 208
Indicate the number of meetings held by Board Committees in
the year.
Number of executive or advisory committee
meetings
0
Number of meetings held by the Audit Committee
6
Number of meetings held by the Nomination
and Remuneration Committee
6
Number of meetings held by the Nomination
Committee
0
X
B.1.28 Indicate whether there are formal
processes for delegating votes in the board of
directors. If so, give a brief description.
The Board Regulation establishes that directors must attend Board
meetings although, as an exception, the Chair may authorise the
participation of directors by video conference, telephone or any other
telecommunications media which enables unequivocal identification of
the director and maintains the confidentiality of the discussions. In such
cases, directors who so participate in the meeting are taken to be present.
When directors cannot attend in person, which must only occur
for especially justified reasons, and cannot attend via distance
communication media, the director must grant a proxy to another
member of the Board and, where possible, issue appropriate voting
instructions. The proxy must be granted by letter or by any other
written media which the Chair judges to be sufficient.
Number of meetings held by the Remuneration
Committee
0
Number of meetings held by the Sustainability
Committee
2
B.1.30 Indicate the number of board of directors
meetings held in the year which were not
attended by all members. Proxies granted without
specific instructions are counted as absences.
Number of meetings missed by directors during
the year
Absences as a % of the total number of votes
during the year
B.1.29 Indicate the number of board of directors
meetings held in the year. Also, state the number
of times that the chairperson did not attend the
board meeting.
Number of board meetings
9
Number of board meetings without the
presence of the Chairman
1
10
8.92%
B.1.31 Indicate whether the individual and
consolidated financial statements that
are presented for board approval have been
certified.
Yes
No
X
// 209
B.1.32 Detail whether the board of directors
has established any mechanisms to ensure that
the individual and consolidated financial
statements authorized by it are presented
to the Shareholders’ Meeting without audit
qualifications.
Procedure for appointment and removal
The Secretary of the Board is appointed by the Board of Directors, following
consultation with the Nomination and Remuneration Committee. Removal of the
Secretary is also a competency of the Board of Directors, following consultation
with the Committee. The same procedure applies to the Vice-Secretary.
YES
The Board of Directors must draw up the financial statements in such
away as not to warrant qualification by the auditor. Nevertheless, when
the Board deems that it must uphold its position, the Chair of the
Audit Committee and the auditors must clearly explain the scope and
content of the discrepancies to the shareholders.
One of the Audit Committee’s functions is to serve as a
communication channel between the Board of Directors and
the external auditor, evaluate the results of each audit and the
management team’s response to any recommendations, and act as
mediator in the event of any dispute between the former and the
latter regarding the accounting principles and criteria used to prepare
the financial statements.
The 2010 separate and consolidated financial statements are
presented to the Shareholders’ Meeting without any qualifications in
the Auditors’ Report.
B.1.33 Is the Board Secretary a director?
Yes
No
X
B.1.34 Describe the procedures for appointment
and removal of the Secretary of the Board,
stating whether the Nomination Committee was
consulted and the appointment or removal was
approved by the full Board.
Is the Nomination Committee consulted on the
appointment?
X
Is the Nomination Committee consulted on the
removal?
X
Does the full Board approve the appointment?
X
Does the full Board approve the removal?
X
No
Is the Board Secretary entrusted in particular with ensuring
compliance with corporate governance recommendations?
Yes
X
No
B.1.35 Indicate whether the Company has
established mechanisms to maintain the
independence of auditors, financial analysts,
investment banks and rating agencies.
The Board of Directors Regulation requires that the Board establish,
via the Audit Committee, a stable professional relationship with the
external auditors of ACCIONA and its Group, while strictly respecting
their independence.
The Audit Committee may not propose to the Board of Directors,
and the Board may not propose to the Shareholders’ Meeting, the
appointment as auditors of ACCIONA or its Group of any audit firm
that is in a situation of incompatibility under the audit legislation.
The Board of Directors must make public disclosure (in the Notes to
the Financial Statements) of the overall fees paid for the external audit
of the financial statements and those paid for other services provided
by professionals linked to the external auditor, giving a breakdown
of fees paid to the auditor and to any other company in its group
or to any other company to which the auditor is related by virtue of
common ownership, management or control.
In relations with financial analysts, the Board of Directors applies
the same principles as in dealings with shareholders, striving to treat
them equally, taking particular care with regard to symmetrical and
simultaneous disclosure to the market of data, estimates and plans
that may impact the share price in the securities markets.
B.1.36 State whether the Company changed its
external auditor during the year. If so, identify
the incoming and outgoing auditor.
Yes
No
X
If there was a disagreement with the outgoing auditor, describe
it.
Yes
No
X
B.1.37 Indicate whether the audit firm performs
work for the Company and/or its group other
than auditing and, if so, state the fees received
for such work and those fees as a percentage of
total fees billed to the Company and/or its group.
Yes
X
No
// 210
Company
Group
Total
1,044
1,183
2,227
83.190
23.100
34.930
Fees for work other than auditing
(thousand euro)
Fees for work other than auditing/
Total fees billed by the audit firm
(%)
B.1.38 State whether or not the auditors’ report
on the previous year’s financial statements was
qualified. If it was, state the reasons given by the
Chairperson of the Audit Committee to explain
the content and scope of the qualification or
exception.
Yes
No
X
B.1.39 Indicate the number of consecutive years
that the current audit firm has been auditing the
financial statements of the Company and/or its
group. Also, indicate the number of years audited
by the current audit firm as a percentage of the
total number of years in which the financial
statements have been audited.
Number of consecutive years
No. of years audited by the current audit
firm/No. of years that the Company has
been audited (%)
Company
Group
21
21
Company
Group
100
100
// 211
B.1.40 Indicate the stakes owned by members of the Company’s board
of directors, in companies whose activity is the same, analogous
or complementary to the corporate purpose of the Company and
its group, that have been notified to the Company. Also, indicate
the positions they hold or the functions they perform in those
companies.
Company name
HEF Inversora, S.A.
% stake Position or function
Nexotel Adeje, S.A.
1.30 Chairman of the Board of Directors
HEF Inversora, S.A.
1.46 Director
51.66 Chairman of the Board of Directors
Entreriver, S.A.
Habitania Plus, S.A
Fractalia Remote System S.L
99.99 Co-Director
79% ------ Director
B.1.41 Indicate whether there is a procedure for directors to engage
external consultants and, if so, provide details.
Yes
X
No
DETAIl ThE pROCEDURE
Article 41 of the Board of Directors Regulation establishes that, to discharge
their duties, directors may request the engagement, at ACCIONA’s expense, of
legal, accounting, financial and other advisors.
The engagement of such external advisors is limited to matters regarding
specific significant and complex problems which arise in the course of the
directors’ duties.
The request to engage advisors to aid external directors must be communicated beforehand to the Chair of the Board of Directors.
The engagement of advisors to aid directors may be vetoed by an absolute
majority of the Board of Directors where it deems that:
a) it is not necessary for the proper discharge of the duties entrusted to the
external directors;
b) the cost is not reasonable in view of the scale of the problem;
c) the technical assistance that is required may be provided appropriately by
ACCIONA experts and technicians,or;
d) it may jeopardize the confidentiality of the data to be handled.
If the Chair of the Board of Directors convenes a Board meeting to decide
whether or not to veto the engagement of advisors, the engagement is
postponed until the meeting is held or the resolution adopted. The decision
must not be delayed to such an extent as to render void the rights of directors. In 2010, no director requested the engagement of external advisors at
ACCIONA’s expense.
B.1.42 Indicate whether there is a procedure for
directors to have the necessary information to
prepare for the meetings of the governing bodies
with sufficient time and, if so, provide details.
Yes
X
No
Detail the procedure
Before the beginning of each year, the Board of Directors establishes a
schedule of meetings and of matters to be discussed, although it may be
modified as needed.
Notice of meeting is given by letter, fax, telegram or e-mail at least three
days in advance of the scheduled date, although, where circumstances
warrant it, the Chairperson may give notice of a special meeting by telephone
without respecting the required advance notice and without complying with
the other conditions set out below.
The notice of the meeting must include an indication of the foreseeable
agenda. It must be accompanied by the appropriate written information
that is available and, in any case, directors may request the information they
consider to be necessary to round out that which is given to them.
Describe the rules
Article 53.2 of the Regulation obliges directors to disclose all legal,
administrative or other claims against them (and subsequent developments
in this connection) which, due to their importance, might seriously endanger
ACCIONA’s reputation.
In particular, directors must disclose if they are charged or placed on trial
for any of the crimes covered by Article 124 of the Corporations Law. In this
event, the Board will examine the matter as soon as possible and, based on
the specific circumstances, will decide whether or not the director should
resign. The reasoned decision must also be disclosed in the annual Corporate
Governance Report.
In fiscal year 2010, the Board received no information relative to the
disclosure clauses mentioned above.
B.1.44 State whether any member of the Board
of Directors has informed the Company that he
has been charged with, or tried for, any of the
crimes covered by Article 124 of the Public Limited
Companies Act.
Yes
B.1.43 State whether the Company has rules
obliging directors to inform the board
of any circumstance that might harm the
organization’s name or reputation, and describe
any that exist.
Yes
X
No
No
X
State whether the Board of Directors has analyzed the case. If
it has, detail and explain the decision as to whether or not the
director should retain his/her position.
Yes
No
X
// 212
// 213
B.2. Board of Directors’ Committees
B.2.1 Indicate all the Board of Directors
committees and their members.
EXECUTIVE OR DELEGATE COMMITTEE
Name
Carlos Espinosa de los Monteros y Bernaldo De Quirós
Position
Chairman
Director
Director
Director
Chairman
Category
Executive
Independent
External other
Independent
Executive
Position
Chairman
Director
Director
Director
Director
Category
Independent
Independent
Independent
Independent
External other
Position
Chairman
Director
Director
Director
Category
Independent
Independent
Independent
External other
AUDIT COMMITTEE
Name
Carlos Espinosa de los Monteros y Bernaldo de Quirós
Lord Tristan Garel-Jones
NOMINATION AND REMUNERATION COMMITTEE
Name
Carlos Espinosa de los Monteros y Bernaldo de Quirós
// 214
SUSTAINABILITY COMMITTEE
Name
Position
Chairman
Director
Director
Director
Category
Independent
Independent
Proprietary
Independent
B.2.2 Indicate which of the following functions
are performed by the Audit Committee:
YES
Monitor the preparation and the integrity of the financial information prepared on the Company and,
where appropriate, the group, checking for compliance with legal provisions, the accurate demarcation
of the consolidation scope, and the correct application of accounting principles.
X
Review internal control and risk management systems on a regular basis, so main risks are properly
identified, managed and disclosed.
X
Monitor the independence and efficacy of the internal audit function; propose the selection,
appointment, reappointment and removal of the head of internal audit; propose the department’s
budget; receive regular report-backs on its activities; and verify that senior management are acting on
the findings and recommendations of its reports.
X
Establish and supervise a mechanism whereby staff can report, confidentially and, if necessary,
anonymously, any irregularities they detect in the course of their duties, in particular financial or
accounting irregularities, with potentially serious implications for the firm.
X
Make recommendations to the Board for the selection, appointment, reappointment and removal of the
external auditor, and the terms and conditions of his engagement.
X
Receive regular information from the external auditor on the progress and findings of the audit
programme, and check that senior management are acting on its recommendations.
X
Monitor the independence of the external auditor.
X
In the case of groups, urge the group auditor to take on the audit of all component companies.
X
No
// 215
B.2.3 descriBe the rules that govern each Board
committee and their responsiBilities.
NAME OF COMMITTEE
A) organization and operation.
MeetingsmustbeheldonthedatesestablishedbytheCommittee
initsmeetingsscheduleandwheneverconvenedbyitsChair,
whetherattheChair’sowninitiativeorattherequestoftwo
members.
ThenoticeofmeetingmustbegivenbytheChairorbythe
SecretaryactingontheChair’sinstructions.
IntheeventoftheChair’sabsenceorincapacity,thenoticeof
meetingisissuedbytheSecretaryattherequestofanyofthe
members.
TheNominationandRemunerationCommitteemustmeetatleast
onceayeartoevaluatetheremunerationoftheBoard,Executive
CommitteeandotherCommitteesand,asnecessary,toissuean
opinionontheirremuneration;additionalmeetingswillbeheldas
seenfittoaddressrequestsfromtheBoardofDirectors,theChair,
theManagingDirectorandtheExecutiveCommitteeinthescopeof
theCommittee’scompetence.
TheCommitteeisquoratewiththeattendanceinpersonorbyproxy
ofatleasthalfofitsmembers.
Membersmayattendthemeetingviavideoconference,telephone
oranyothertelecommunicationsmedia,andsuchmembersare
consideredtobepresentatthemeeting.
TheCommitteeadoptsresolutionsbytheabsolutemajorityofthe
membersinattendance,whetherinpersonorbyproxy.
TheminutesofeachmeetingoftheNominationandRemuneration
CommitteearedraftedbyitsSecretary.
TheBoardofDirectorsmayconsulttheminutesoftheCommittee
atanytime.
TheCommitteemay,byitsowndecision,orbydecisionofitsChair,
requesttheattendanceatitsmeetingsofanyexecutiveofACCIONA
orofthecompaniesoverwhichitexertsasignificantinfluence.
It may also request the attendance at meetings of external advisors
or the auditors of ACCIONA or of the companies over which
ACCIONA exerts a significant influence, with any costs involved to
be borne by ACCIONA.
B) Composition
The Chair of the Nomination and Remuneration Committee is
appointed by the Board of Directors from among the members of
the Committee who are independent directors. The Nomination and
Remuneration Committee must comprise at least three and at most
five members, all of them external directors. On July 1 2009, the
Board of Directors decided that the Committee would have four (4)
members, and it appointed the new members, as set out in Section
B.2.1 of this report.
C) Responsibilities
Article 32.B) of the Board of Directors Regulation defines the
Committee’s basic responsibilities as follows, without prejudice to
any other task assigned to it by the Board of Directors:
Evaluate the balance of skills, knowledge and experience on the
Board, define the roles and capabilities required of the candidates
to fill each vacancy, and decide the time and dedication necessary
for them to properly perform their duties.
Formulate and review the criteria to be employed regarding
the composition of the Board of Directors and the selection of
candidates;
Make proposals to the Board of Directors as to the appointment
of independent directors, for remittal to the Shareholders’ Meeting
or for approval by the Board itself by means of cooption, and to
advise on the appointments of other categories of directors;
Oversee the selection processes to ensure that there is no implicit
bias preventing the appointment of directors due to personal
circumstances;
Examine or organize, in appropriate form, the succession of the
Chair and Chief Executive, making recommendations to the Board
so that the handover proceeds in a planned and orderly manner;
Advise on the appointment of the Secretary and the Vice-Secretary
to the Board of Directors.
Propose, to the Board, the directors to be designated as Chair,
Managing Director and members of the Executive Committee and
the other Committees;
Formulate and review the criteria to be followed in appointing
senior executives of ACCIONA;
Report on the senior executive appointments and removals which
the Chief Executive proposes to the Board. Evaluate the annual
remuneration system and amounts paid to directors and senior
executives;
Periodically review the variable remuneration programmes,
considering their suitability and results;
Make proposals to the Board of Directors as to the remuneration
policy for directors and senior executives, the individual
remuneration and other contractual conditions of executive
directors, and the basic conditions of senior executives’ contracts.
Oversee to ensure transparency in remuneration and compliance
with ACCIONA’s established remuneration policy;
Be apprised of and, if appropriate, authorise transactions with
related parties as provided in this Regulation.
Be apprised of directors’ other professional obligations to ensure that
they do not interfere with the necessary dedication to their position.
The Nomination and Remuneration Committee will consult with
the Chair and Chief Executive of ACCIONA, especially on matters
relating to executive directors, if any, and senior executives.
Any Board member may suggest directorship candidates to the
Nomination and Remuneration Committee for consideration.
Name of Committee
Executive or Delegate Committee
A) Organization and operation. Meetings must be held on the dates established by the Committee
in its meetings schedule and whenever convened by its Chair,
whether at the Chair’s own initiative or at the request of two
members. In the event of the Chair’s absence or incapacity, the notice of
meeting is issued by the Secretary at the request of any of the
members. The Committee is quorate with the attendance in person or by
proxy of at least half of its members. Members may attend the meeting via video conference,
telephone or any other telecommunications media, and such
members are considered to be present at the meeting. The Committee adopts resolutions by the absolute majority of
the members in attendance, whether in person or by proxy. The minutes of each meeting of the Nomination and
Remuneration Committee are drafted by its Secretary. The Board of Directors may consult the minutes of the
Committee at any time. The Committee may, by its own decision, or by decision of its
Chair, request the attendance at its meetings of any executive of
ACCIONA or of the companies over which it exerts a significant
influence. It may also request the attendance at meetings of external
advisors or the auditors of ACCIONA or of the companies over
which ACCIONA exerts a significant influence, with any costs
involved to be borne by ACCIONA.
B) Composition
The Executive Committee is comprised of executive and external
directors; it must have no less than three and no more than
seven members. The Executive Committee has two co-Chairs,
distributing tasks by mutual agreement or operating jointly. On
July 1 2009, the Board of Directors decided that the Committee
would have five (5) members, and it appointed the new members,
as set out in Section B.2.1 of this report.
// 216
// 217
C) Responsibilities.
The Executive Committee has been given all the powers of the Board
of Directors, except those whose delegation is prohibited by law.
The delegated powers include, but are not limited to:
> Management and administration
> Disposition and administration of goods and rights
> Economic and financial powers
> Representation
> Delegation
> Decision-making and interpretation of powers.
Name of Committee
Audit Committee
A) Organization and operation.
Meetings must be held on the dates established by the Committee in
its meetings schedule and whenever convened by its Chair, whether
at the Chair’s own initiative or at the request of two members.
The notice of meeting must be given by the Chair or by the
Secretary acting on the Chair’s instructions. In the event of the Chair’s absence or incapacity, the notice of
meeting is issued by the Secretary at the request of any of the
members. The Audit Committee must meet regularly as needed and at least
four times a year, prior to the publication of ACCIONA’s financial
information.
The Committee is quorate with the attendance in person or by
proxy of at least half of its members. Members may attend the meeting via video conference, telephone
or any other telecommunications media, and such members are
considered to be present at the meeting.
The Committee adopts resolutions by the absolute majority of the
members in attendance, whether in person or by proxy.
The Chair of the Audit Committee has a casting vote. The minutes of each meeting of the Nomination and
Remuneration Committee are drafted by its Secretary. The Board of
Directors may consult the minutes of the Committee at any time.
The Committee may, by its own decision, or by decision of its
Chair, request the attendance at its meetings of any executive of
ACCIONA or of the companies over which it exerts a significant
influence. Additionally, the Committee may request advisory
services from external experts.
B) Composition
In accordance with the Bylaws, the Audit Committee will comprise
at least three and at most five directors, a majority of them being
external. The Secretary of the Board of Directors or, in his/her
absence, the Vice-Secretary of the Board, will act as the Committee’s
Secretary. The Chair of the Nomination and Remuneration
Committee is appointed by the Board of Directors from among the
members of the Committee who are independent directors. On July
1 2009, the Board of Directors decided that the Committee would
have five (5) members, and it appointed the new members, as set
out in Section B.2.1 of this report.
C) Responsibilities.
Implementing Article 40 of the Bylaws, Article 30 C) of the Board
of Directors Regulation defines the Committee’s functions. The
basic duty of the Audit Committee is to serve as an instrument and
support to the Board of Directors in the supervision of accounting
and financial information, the internal and external audit services and
corporate governance.
The Audit Committee will have the following powers for the
discharge of its duties, without prejudice to any other powers which
may be delegated to it by the Board of Directors:
(a) Inform the Shareholders’ Meeting about the matters raised by
shareholders within the scope of its functions.
(b) With respect to internal control and reporting systems:
(i) Monitor the preparation and the integrity of the financial
information prepared on ACCIONA and its group, checking
compliance with the legal provisions, the accurate demarcation
of the consolidation scope, and the correct application of
accounting principles.
(ii) Review internal control and risk management systems on
a regular basis, to ensure that the main risks are properly
identified, managed and disclosed.
(iii)Monitor the independence and efficacy of the internal audit
function referred to in Article 31 of this Regulation; propose
the selection, appointment, reappointment and removal
of the head of internal audit; propose the department’s
budget; receive regular reports on its activities; and verify
that senior management are acting on the findings and
recommendations of its reports.
(iv)Establish and supervise a mechanism whereby staff can
report, confidentially and, if necessary, anonymously, any
irregularities they detect in the course of their duties,
particularly financial or accounting irregularities, with
potentially serious implications for the firm.
(c)With respect to the external auditor:
(i) Make recommendations to the Board for the selection,
appointment, reappointment and replacement of the
external auditor, and the terms and conditions of his
engagement.
(ii) Receive regular information from the external auditor on the
progress and findings of the audit programme, and check
that senior management is acting on its recommendations.
(iii) Monitor the independence of the external auditor, to which
end:
Ensure that ACCIONA notifies any change of auditor to
the CNMV as a regulatory disclosure, accompanied by a
statement of any disagreements arising with the outgoing
auditor and the reasons for the same.
Ensure that ACCIONA and the auditor adhere to current
regulations on the provision of non-audit services, the
limits on the concentration of the auditor’s business and, in
general, other requirements designed to safeguard auditors’
independence;
Investigate the issues giving rise to the resignation of any
external auditor.
(d)Urge the group auditor to take on the auditing of all component
companies.
Inform and advise the Board of Directors regarding compliance
with corporate governance regulations and the codes of conduct
applicable to the Company and its Group.
In order to ensure optimum discharge of its duties, the Audit
Committee has the following specific duties:
> Review the financial statements of ACCIONA and, if appropriate,
of its group, before their publication.
> Serve as a communication channel between the Board of
Directors and the external auditor, evaluate the results of
each audit and the management team’s response to any
recommendations, act as mediator in the event of any dispute
between the former and the latter regarding the accounting
principles and criteria used to prepare the financial statements.
> Advise on the modifications suggested by management to the
accounting principles and criteria.
> Oversee compliance with the audit contract, seeking to ensure that the
opinion regarding the financial statements and the principal content of
the Auditor’s Report are written in a clear and concise manner.
> Review the prospectuses, financial statements and periodic
financial information supplied by ACCIONA to the financial
markets and their supervisory bodies.
> Monitor the suitability and integrity of ACCIONA’s internal
control systems.
> Oversee the internal audit departments of ACCIONA and its
group, approve the department’s annual budget, have knowledge
of the internal audit plan, and supervise the selection and hiring
systems used for internal audit personnel.
> Advise on the appointment of the head of the internal audit department.
> Gather information and, if necessary, issue a report regarding
any disciplinary measures against members of ACCIONA’s
management team.
// 218
// 219
> Oversee compliance with the legal requirements applicable to
the corporate organization and operation of ACCIONA.
> Ensure compliance with the Board of Directors Regulation, the
Shareholders’ Meeting Regulation, the Internal Code of Conduct
in matters relating to the Securities Market and, in general, with
ACCIONA’s governance regulations, and make the necessary
proposals for improvement.
The Audit Committee should advise the Board prior to any decisions
on the following points identified in Article 7 of the Regulation:
a) The financial information that the Company must periodically
disclose. The Committee should ensure that interim statements
are drawn up under the same accounting principles as the annual
statements and, to this end, may ask the external auditor to
conduct a limited review.
b) The creation or acquisition of shares in special purpose vehicles
or entities resident in jurisdictions considered tax havens, and
any other transactions or operations of a comparable nature
whose complexity might impair the transparency of the Group.
Name of Committee
Sustainability Committee
A. Composition
1. The Sustainability Committee must comprise at least three and at
most five members, all of them external directors.
2. The Chair of the Sustainability Committee is appointed by the
Board of Directors from among the members of the Committee who
are independent directors.
3. The proportion between proprietary and independent directors
should be similar to that in the Board of Directors itself. On 1 July
2009, the Board of Directors decided to create the Sustainability
Committee and established that it would have four (4) members, as
set out in Section B.2.1. of this report.
B. Functions and Powers.
The Sustainability Committee has the following basic responsibilities,
without prejudice to any other task assigned to it by the Board of
Directors:
a. Identify and guide the Group’s Sustainability and Corporate Social
Responsibility policies, objectives and best practices;
b. Evaluate, monitor and review the plans drawn up by Group
executives for executing those policies;
c. Regularly review the internal control and management systems and
the degree of compliance with those policies;
d. Draft an annual Sustainability Report for approval by the Board of
Directors;
e. Put forward proposals to the Board of Directors with regard
to Sustainability and Corporate Social Responsibility policies,
objectives and programmes and the corresponding expenditure
budgets for their execution.
C. Operation
The Sustainability Committee will meet once a quarter to assess the
degree of compliance with the Sustainability and Corporate Social
Responsibility policies approved by the Board of Directors. It will also meet
whenever convened in accordance with the provisions of this Regulation.
The Sustainability Committee will hold additional meetings as maybe
required to address requests from the Board of Directors, the Chairman
of ACCIONA, the CEO or the Executive Committee for a report or
proposal or for the opinion of the Sustainability Committee within the
scope of its competence.
B.2.4 Indicate the advisory and consultative
powers and, where applicable, any powers
delegated to each committee.
Name of Committee
Brief description
Executive Committee
See B.2.3
Audit Committee
See B.2.3
See B.2.3
Sustainability Committee
See B.2.3
B.2.5 Indicate any rules governing the committees
of the Board of directors, where they are made
available for consultation and any changes to
these rules during the year. Also indicate if an
annual report on each committee’s activities has
been drafted voluntarily.
There are no specific regulations for the Board Committees since it
is considered that the Board of Directors Regulation is sufficient for
their organization and operation.
B.2.6 Indicate if the Executive Committee’s
composition reflects the composition of the
Board in terms of director type.
Yes
No
X
If not, detail the composition of the Executive Committee
The Executive Committee consists only of executive and independent
directors, there being no proprietary directors, although two of the
executive directors would also qualify as proprietary directors..
// 220
// 221
C. Related-party transactions
C.1 Has the Board of Directors, in plenary
session, reserved for itself the power to
approve, subject to a favorable report by the
Audit Committee or any other committee
entrusted with such duties, the Company’s
transactions with directors, signiFIcant
shareholders or shareholders with Board
representation or with persons related to
any of them?
Yes
X
No
C.2 Detail significant transactions involving
a transfer of funds or liabilities between
the Company or subsidiaries in its group and
significant shareholders of the Company.
C.3 Detail transactions involving a significant
transfer of funds or liabilities between the
Company or subsidiaries in its group and
directors or executives of the Company.
C.4 Detail significant transactions between the
Company and other group companies, except
those eliminated in consolidation or do not
form part of the Company’s normal operations
with regard to their purpose and conditions.
C.5 Identify any conflicts of interest of Company
directors, in accordance with Article 127/3 of the
Public Limited Companies Act.
Lord Tristan Garel Jones abstained from voting on the Board’s proposal
to the General Meeting regarding his reelection to the Board.
C.6 Describe the mechanisms established to detect,
determine and resolve possible conFLicts of
interest between the Company and/or the group
and its directors, executives or signiFIcant
shareholders.
The Board of Directors Regulation regulates these matters in detail,
especially: With regard to Directors
a) Directors must abstain from intervening in the debate, decision and
execution of transactions in which they have a conflict of interest,
whether direct or indirect, including decisions regarding their
appointment or removal. b) Directors must not compete, as established in Article 45 of the
Regulation.
c) The performance of transactions with ACCIONA, S.A. or companies
over which ACCIONA, S.A. exerts a significant influence, apart from
certain exceptions envisaged in the Regulation [transactions in the
ordinary course of business performed on a habitual or recurring
basis, for which a generic authorization of the line of transactions
and their terms and conditions will suffice; transactions which
simultaneously meet the following three conditions: (I) they are
performed under contracts with standard conditions that apply to
the bulk of customers; (II) the prices are established generally by
the supplier of the goods; and (III) the amount does not exceed
1% of the Company’s annual revenues], require authorization from
the Board of Directors or Executive Committee with subsequent
Board ratification, following consultation with the Nomination and
Remuneration Committee.
d) Directors must abstain from dealing in securities of ACCIONA, S.A.
or companies over which ACCIONA exerts a significant influence in
the periods and under the circumstances established in Article 50
of the Regulation.
e) Directors must abstain from obtaining benefit for themselves or
their related parties from business opportunities of ACCIONA or of
companies over which ACCIONA exerts a significant influence in
terms of Article 48 of the Regulation.
f) f) Directors must inform the Board of Directors, through the
Secretary or Vice-Secretary, of any situation of conflict of interest in
which they are involved.
Regarding significant shareholders
The performance of transactions with ACCIONA, S.A. or companies
over which ACCIONA, S.A. exerts a significant influence, apart from
certain exceptions mentioned in Section C, require authorization
from the Board of Directors or Executive Committee with subsequent
Board ratification, following consultation with the Nomination and
Remuneration Committee and, in any event, must be performed at an
arm’s-length basis while treating all shareholders equally.
Regarding executives
The current Internal Code of Conduct establishes the obligation to
inform, sufficiently in advance, so that suitable decisions may be
adopted about possible conflicts of interest that may arise as a result
of their family relationships, their personal assets or any other reason.
Additionally, the General Secretary regularly asks directors to update
their declaration of activities outside ACCIONA and its Group.
C.7 Is more than one Group Company listed in
Spain?
Yes
No
X
// 222
// 223
D. Risk control systems
D.1 Describe the risk policy of the Company and/
or its group, detailing and assessing the risks
covered by the system, and justify why those
systems conform to each type of risk.
on achieving objectives. There are six risk assessment components:
probability, economic-financial consequences, impact on image,
negative impact on development and sustainability, ability to manage
the risk and the Company’s management of the risk. Each business unit
identifies and assesses its risks in coordination with the corporate-level
team, which manages and establishes the acceptable risk tolerance
level and coordinates actions to ensure alignment with the Group’s
overall risk management policy, while always providing information as
to the exposure assumed by the whole Group.
ACCIONA Group’s corporate risk management is a process that is
established by management and supervised by the Board of Directors.
It consists of devising strategies for all ACCIONA Group companies
and is designed to identify events that can potentially affect the
organization, and to manage these risks by establishing internal
treatment and control systems that make it possible to keep the
probability of these events occurring, and their impact within the
established tolerance levels, and offering a reasonable level of certainty
that the Group’s business objectives can be met.
At the end of 2010, after identifying new risk factors, ACCIONA
began to update its Risk Map with the intention of designing and
implementing a system for continuously renewing and updating the
Risk Map as part of the Risk Management System.
The risk management policy of the ACCIONA Group is based on the
principles and good practices contained in the reports published
by the Committee of Sponsoring Organizations of the Treadway
Committee (COSO), which is a reference framework for the
implementation and management of corporate risk management
systems, the main characteristics of which are as follows:
Identification of events implies identifying the internal or external
factors that can affect the achievement of business objectives,
differentiating between them by origin and distinguishing between
those that represent a risk and those that represent an opportunity, or
both at once, thereby providing management with valuable strategic
and decision-making information.
Risk assessment. The identified risks are analyzed as part of the
process for determining how they should be managed and associating
them with the objectives that may be affected. The risks are assessed
from the dual perspective of the risk inherent to the business itself
and the residual risk remaining once the internal control mechanisms
are applied to mitigate them. Also considered are the probability of
occurrence and the impact which the occurrence of risks could have
Due to the Group’s internationalization goals, in this process greater
emphasis will be placed on the scope and depth of the risks affecting
international business scenarios.
Response to risks. After identifying and evaluating the most relevant
risks, management determines how to respond to them, considering
the extent to which the risk can be prevented, reduced, shared or
accepted. When taking this decision, it considers the effect of each
risk in terms of its probability and impact and conducts a cost-benefit
analysis, selecting the response which places the risk within established
tolerance levels.
Control activities. These are the set of policies and procedures that
help to ensure the appropriate responses to the risks determined
by management at all levels and in all functions. Includes activities
such as approvals, authorizations, asset security and separation of
functions. These activities include both preventive and detective control
mechanisms. They also include both automatic and manual controls.
For the most part, these control activities are included in the workflows
of the Group’s different management, operating and support
procedures.
Information and communication. ACCIONA Group’s information
and communication systems make it possible for relevant
information to be identified, gathered and transmitted in such
a way as to facilitate the effective identification, evaluation and
response to risks.
Supervision. The risk management system includes supervising the
effectiveness and efficiency of the different internal control systems
with regard to the compliance with the associated standards and
procedures, as well as the assessment of whether or not control systems
are facilitating identification, communication and mitigation of the
associated risks. The Audit Committee is the internal body responsible for
periodically reviewing the internal risk management and control systems.
ACCIONA plans to continue improving its Risk Management System in
the following areas:
Review ACCIONA Group’s internal control systems for financial
information (SCIIF) and adapt them to the recommendations of the
CNMV proposed by the Financial Information Internal Control Work
Group (GTCI) in the report published in June 2010;
Review the internal control systems to prevent and detect criminal
behavior and adapt them to the demands emerging from the
modification of the Penal Code introduced by Article 31 bis of Law LO
5/2010 which requires enterprises to implement effective measures for
discovering and preventing certain criminal behavior; In this regard, in December 2010, the Board of Directors of ACCIONA
approved the “Regulations of the System for Preventing and Detecting
Criminal Events”; Analysis of internal control systems relative to the risks
associated with tax management in order to adapt them to the
recommendations of the “Code of Good Tax Practices” published by
the Ministry of Taxation and Economic Affairs.
ACCIONA’s operations in a variety of business areas and countries with
different regulatory, political and social systems give rise to a broad
range of risks that need to be identified and managed. The risk scenarios
considered in ACCIONA’s Risk Control System are categorized in four
groups: financial, strategic, operational and unexpected; the first two
have been designated by Group management as posing the greatest risk.
1. Economic-financial risks:
Financial risks are those which have a direct impact on the
Company’s income statement. They originate primarily in fluctuations
in currencies, interest rates and financial markets, changes in
commodities prices, liquidity, cash flow, bad debts and the significant
loss of customers.
Exchange rate risk. As ACCIONA Group operates internationally, it
is exposed to exchange rate risk, particularly against the US dollar.
In order to mitigate exchange rate risk, ACCIONA arranges currency
derivatives and exchange insurance to hedge significant future
transactions and cash flows within acceptable risk limits.
Interest rate risk. The interest rate risk is particularly significant
in financing infrastructure projects under concession contracts
and in building wind farms, where project returns are shaped by
variations in interest rates. Based on its estimates of interest rate
trends and its target debt structure, ACCIONA arranges hedges
using derivatives to mitigate those risks.
Risk of procurement price fluctuation. Procurement price fluctuation
risk is managed basically in the short term (one year) by specific
hedges, generally using derivatives, in order to maintain an economic
balance in supply procurement, especially for fuel to be used in
ACCIONA’s maritime transport business.
Default risk. Especially in the infrastructure business, an assessment
is made prior to signing contracts with public and private clients to
mitigate the risk of non-payment, which includes a solvency study
and a review of the contractual requirements from the standpoint
of economic and legal certainty, and debt performance is monitored
continuously during the construction work.
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Liquidity risk. The Group applies prudent liquidity management by
maintaining sufficient cash and tradable securities, and by arranging
credit facilities for an amount sufficient to cover projected needs.
Economic and budget control risk. The Group has an overall
economic and budgetary control system for each business - adapted
to each activity - which provides the necessary information to
management and enables it to control potential risks and adopt the
most appropriate management decisions. Economic and financial
management information generated in each activity is periodically
crosschecked with projected data and indicators; deviations in business
volume, profitability, cash flow and other key reliable parameters are
assessed; and the pertinent corrective measures are adopted. In any event, a system of insurance coverage is established to ensure
that the situations in which risks occur do not jeopardize the Group’s
financial solvency.
2. Strategic risks:
These are risks which result in a reduction of the Company’s growth
rate and failure to meet its objectives due to an inability to respond
in a dynamic competitive environment. They include internal
organizational changes, mergers and acquisitions, competitive threats,
economic and political changes, emergence of new technology, new
distribution methods, R&D and changes in regulation and legislation.
ACCIONA prevents this type of risk by diversifying its activities and
the regions where it operates, performing exhaustive surveys of the
market, competitors and countries in which it operates, and by strongly
promoting research and development.
Before deciding to invest in or divest a business, an initial check and
assessment of risks is performed based on the economic information
projected for the business, which must be approved by the Investment
Committee on the basis of certain parameters of business volume and
profitability based on the associated risk.
There is also a short-term and medium term Strategic Plan for the
business areas in which the Group operates. This enables it to track
each activity’s performance based on consultation with each area’s
senior managers.
3. Operating risks:
Risks related to processes, people and products. These risks are linked
to regulatory, legal and contractual compliance, control systems
and procedures, ancillary technical services, information systems,
employee productivity, the supply chain and loss of key personnel.
Each business area establishes specific systems to cover the
requirements of business, quality and environmental management,
operations, occupational safety, planning and economic control.
Risk of non-compliance. The risk of breaching current legislation
and the risk due to changes in the regulatory framework, mainly in
the electricity industry, are analyzed and monitored constantly by
the Legal Department and the CFO’s office.
Purchasing process risks. There is a general purchasing policy that
defines corporate purchases and purchases by operating units. This
policy favors competition and transparency and makes sure that
supplier non-performance does not affect customers or increase
costs.
Environmental risks. ACCIONA views the application, monitoring
and improvement of aspects relating to quality and the
environment as a risk control tool for attaining sustainable profits
with the required quality in our products and services, understood
as complying with requirements, reducing costs and respecting the
environment. The management system conforms to ISO 9001 and
ISO 14001 standards for quality and the environment, respectively,
in addition to other internal requirements.
Information technology risks. ACCIONA ensures the integrity
and availability of data by implementing checks on information
technology management, security management and software
acquisition, development and maintenance. The Company also uses
controls that guarantee integrity, accuracy, validity and processing
by means of systematic verification procedures.
Risks associated with irregular conduct. The Group has a Code
of Conduct that establishes the basic principles and commitments
that all group companies, executives and employees must comply
with and respect in their activities. Irregular conduct related to
accounting, control, audits or any other breach or violation is
reported via the Ethical Channel.
4. Unexpected risks:
Risk related to damage to assets and civil liability, which could negatively
affect the Company’s performance, such as fire, explosion, natural
disasters, pollution, damage to third parties, labour risks and terrorism.
ACCIONA controls these risks in a number of spheres:
To ensure the security and safety of the people working in the Group, a
security and safety system has been implemented for employees and
executives based on their duties and the countries where they work;
Pollution is prevented and controlled via an environmental
management system that spans all Group activities, and fire and
explosion risk is addressed via workplace health and safety systems;
ACCIONA senior management considers labour risk factors as a
management priority, principally in the business. All the necessary
safety measures are applied in this connection. To minimize the impact
of social, technological and natural risks, ACCIONA works to improve
preventive measures and to enhance its Crisis Management System.
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D.2 Have operating, technological, FInancial, legal, reputational,
tax or other risks arisen during the year with an effect on the
Company and/or group?
Yes
X
No
If so, indicate the circumstances giving rise to them and whether the established control
systems worked.
Risk that materialized in
the year
Normal course of the
ACCIONA Group’s business
Circumstances that gave rise to it
In performing its business activities, ACCIONA Group is
exposed to a series of risks, as indicated in Section D.1.
Additionally, in 2010, ACCIONA continued to be affected
by the international economic situation.
How the control systems
operated
The management and control
systems implemented in the
various business areas functioned
properly.
D.3 Are any committees or governing bodies entrusted with
establishing and supervising these control mechanisms?
Yes
X
No
If so, detail their functions.
Name of Committee or
Body
Corporate Internal Audit
Description of functions
The Internal Audit unit plans and implements the audit activity on the basis of the identified
risks. It also assesses the suitability and proper working of the internal controls through
constant analysis of the control procedures and systems at each Group company in the
various business areas.
Name of Committee or
Body
Audit Committee
Description of functions
ACCIONA’s Audit Committee follows the recommendations of the Unified Code of Corporate
Governance for Listed Companies and supports the Board of Directors with regard to ensuring
that the risk control and management policy identifies:
• The various types of risk which ACCIONA faces, as identified in the Group’s risk maps;
• The acceptable risk tolerance level for the Group.
The Audit Committee also:
• Supervises the measures in place to mitigate the impact of identified risks should they occur;
• Reviews the internal control systems used to manage risks;
• Ensures that the appropriate resources are assigned to implement the risk management
strategy.
D.4 Identify and describe the compliance
processes for each legislative framework to
which the Company and/or group is subject.
Because of the many sectors and the large number of countries in which
ACCIONA operates, compliance oversight is particularly exhaustive.
Consequently, even though there is a corporate risk management
system, each management level is responsible for complying with the
regulations and internal procedures applicable to its activity.
Their effectiveness is assessed periodically by the technical services of
the production units and by the planned audits so that they cover all
the operational and administrative phases of the various businesses.
They are checked by each company’s internal services and the
Corporate Internal Audit unit.
The Corporate Internal Audit unit contributes to managing the risks
that the Group faces in meeting its targets and in preventing and
controlling fraud by continually analyzing the control procedures and
systems of each company in the Group in the various business areas.
The corresponding conclusions and recommendations are notified to
the Group’s management and to those responsible for the business
areas and companies that have been assessed. Subsequently, the
implementation of the actions set out in those recommendations is
monitored in detail.
To perform its functions, the Corporate Internal Audit unit has
professionals with the necessary knowledge and experience who are
independent of the production lines and are assisted by external
advisors.
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E. General Shareholders’ Meeting
E.1 Is the minimum quorum required by the
Company for the general shareholders’ meeting
different from that set out in the Public Limited
Companies Act?
Yes
X
No
QUORUM % DIFFERENT FROM THAT
ESTABLISHED AS A General RULE IN Article
102 OF THE CORPORATIONS LAW
Quorum
required on
first call
Quorum
required on
second call
QUORUM OTHER THAN THAT ESTABLISHED FOR THE SPECIAL CASES SET OUT IN
ARTICLE 103 OF THE CORPORATIONS LAW
67% to adopt decisions on the following matters:
a)Amendments to the Bylaws, excluding the change of registered office, capital increases,
broadening of the corporate purpose, and, where required by law, capital reductions.
b) Changes of corporate form, mergers, spin-offs, liquidation and dissolution of the Company,
except where dissolution is required by law.
c) For a change of registered offices, capital increases (including the authorization given to
the Board of Directors to resolve this issue), the issuance of non-convertible, convertible
or exchangeable debentures or bonds, the issuance of warrants or options (on their own or
tied to debentures) and of preference shares and, where required by law, capital reductions,
dissolution and liquidation.
62%, for matters set out in Sections A) and B)
50% for matters set out in Section C)
Description of differences
The quorums required in the above cases are greater than the general 50% and 25% quorums established
for special cases by Article 103 of the Corporations Law.
E.2 Does the procedure used by the Company for
passing resolutions differ from that set out in
the Public Limited Companies Act?
Yes
No
X
E.3 Detail shareholders’ rights in relation to
shareholders’ meetings that differ from those
established in the Public Limited Companies Act.
E.4 Indicate any measures adopted to encourage
shareholders to participate in shareholders’
meetings.
The Board of Directors assumes the obligation to promote the
informed participation of shareholders in the Shareholders’
Meeting and, to that end, it adopts such measures as may be
appropriate to enable the Shareholders’ Meeting to discharge the
duties corresponding to it according to the law and the Bylaws.
In particular, a) Before the Shareholders’ Meeting, it places at the shareholders’
disposal all the legally required information and, in particular, the
full text of the motions submitted by the Board of Directors for
consideration by the shareholders in connection with items on the
agenda. b) It responds to shareholders’ requests for information prior to the
Meeting.
c) It undertakes to make available to all shareholders, for general
knowledge, the information supplied in response to queries from
other shareholders, provided that the information contained in the
response may be considered to be of general interest. At the Shareholders’ Meeting in 2010, shareholders were able to
vote using means of distance communication prior to the meeting,
using mail or the Internet (by visiting ACCIONA’s website). All
relevant information regarding the Shareholders’ Meeting was
posted on the website, making it accessible by telematic means
from the date of publication of the notice of the Meeting. In
particular, the motions presented by the Board of Directors
to the Shareholders’ Meeting were available from the date of
publication of the notice of the Meeting, except the proposal for the
reappointment and appointment of directors, which was released
three weeks in advance.
Article 14 of the Shareholders’ Meeting Regulation expressly provides
that a shareholder may split its vote in the following cases: a financial
intermediary that is registered as a shareholder but is acting as a
nominee for several different clients may split its vote in accordance
with its clients’ instructions; and a legal person may appoint two or
more representatives provided that they are its direct shareholders.
E.5 Indicate if the position of chairperson of
the shareholders’ meeting coincides with that
of the chairperson of the Board of directors.
Detail any measures adopted to guarantee the
independence and smooth transaction of the
shareholders’ meeting.
Yes
X
No
Detail the measures
The Board of Directors engages a notary to attend the Shareholders’ Meeting
and draft the notarial minutes, which serve as the Meeting’s minutes.
Therefore, the notary certifies shareholders’ statements, the transaction of
the Shareholders’ Meeting, and the voting outcome.
E.6 Indicate any amendments to the shareholders’
meeting rules in the year.
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E.7 Indicate the attendance of the shareholders’
meetings held in the year of this report.
Attendance
Date of
shareholders’
meeting
10-06-2010
% distance vote
% of attendance
% by proxy
Electronic voting
Other
Total
65.013
16.446
0.002
0.002
81.463
E.8 Briefly indicate the resolutions adopted by
the shareholders’ meetings held in the year of
this report and the percentage of votes that
approved each resolution.
The following resolutions were adopted at the General Meeting held
on 10 June 2010:
Item one
Approve the separate and consolidated financial statements of
ACCIONA, S.A (balance sheet, income statement, cash flow
statements, statement of change in equity and notes to the financial
statements) for the year 2010, as authorized by the Board of Directors.
Approved; in favor 99.980% of the voting stock; against: 0.016%;
abstention: 0.004%.
Item two
Approve the conduct of business by the Board of Directors and
authorized signatories of the Company in 2008 and the Directors’
Report, both separate and consolidated, presented by the Board of
Directors.
Approved; in favor 99,935% of the voting stock; against: 0.045%;
abstention: 0.020%.
Item three
Application of FY 2009 profits (losses)
Approve the distribution of 2009 income as reflected in the approved
abstained: .001%.
Item four
Reappoint Deloitte, S.L. as auditor of ACCIONA, S.A. to audit the separate
and consolidated financial statements for 2010.
abstained: 0.011%.
Item five
5.1 Reelect Lord Tristan Garel Jones as an ACCIONA, S.A. independent
director for the statutory term.
abstained: 0.661%.
5.2 Appoint Miriam González Durántez as an independent director of
ACCIONA, S.A. for the statutory term.
abstained: 0.661%.
Item six
To approve execution of the 2009-2011 plan for the delivery of stocks
and options to ACCIONA Group senior management (the “2009-2011
Plan”), approved by the General of Shareholders’ Meeting on 4 June
2009, delivering, in 2010, 30,389 shares and 45,893 options on shares
of ACCIONA, S.A. to directors of ACCIONA, S.A. who fulfil executive
functions and to certain managers of the ACCIONA Group as payment
of part of their variable remuneration corresponding to 2009.
Approved; in favor 99.586% of the voting stock; against 0.413%;
abstention: 0.001%.
Item seven
To authorize the derivative acquisition of treasury stock by the
Company and by group companies, whether directly or indirectly
by acquiring an interest in the companies that hold ACCIONA, S.A.
shares, within the limits and in compliance with the established legal
conditions and requirements, leaving, for the unused quantity, without
effect the authorization granted by the Ordinary General Shareholders’
Meeting in 2009:
To authorize the Board of Directors to carry out the derivative
acquisition of ACCIONA, S.A. treasury stock in the terms expressed
and to allocate some or all of the treasury stock already acquired, and
to be acquired by the Company under the foregoing authorization,
so as implement the 2009-2011 compensation plan consisting of
the delivery of shares to senior management of the ACCIONA group,
including directors of ACCIONA, S.A. with executive functions, and
to the implementation of other remuneration systems based on the
delivery of ACCIONA, S.A. shares or stock options. Approved; in favor 99.685 % of the voting stock; against: 0.314 %;
abstained: 0.001 %.
Item eight
Empowerment of the Board of Directors to elaborate on, interpret,
remedy and execute Shareholders’ Meeting resolutions and express
authorization for these powers to be exercised by the directors or the
Secretary delegated by the Board of Directors.
abstained: 0.001%.
E.9 Do the Articles of Incorporation establish a
minimum number of shares required to attend the
general shareholders’ meeting?
Yes
No
X
E.10 Indicate and explain the Company’s policy on
delegating votes in the shareholders’ meeting.
All shareholders who are entitled to attend the Shareholders’ Meeting
may be represented at the Meeting by one or more persons, who need
not be shareholders.
The notice of meeting states the specific rules for proxies in accordance
with the Corporations Act, the Bylaws and the Shareholders’ Meeting
Regulation.
Proxies may be granted: (1) in a signed, written document,
either in the Attendance Card issued by a Depositary or in other
documents specifically related to this Meeting; (2) by postal mail;
or (3) by Internet via ACCIONA’s website.
Proxy forms may indicate voting instructions; where no specific
instructions are given, the proxy must vote in favor of the
motions proposed by the Board of Directors. Where the principal
gives voting instructions, the proxy may depart from them if
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circumstances arise which were not known at the time the
instructions were given and the principal’s interests are in jeopardy.
Except where the principal instructs otherwise, the delegation of the vote
also covers any other items not on the agenda but which may be voted
at the Shareholders’ Meeting. In this case, the proxy must vote in the
manner he deems to be in the principal’s best interests.
Except where the principal expressly indicates otherwise, if the proxy
finds himself in a conflict of interest in voting on any item submitted to
the Shareholders’ Meeting, whether on or off the agenda, the proxy shall
be deemed to be transferred to the Secretary of the Board of Directors.
The proxy, whether public or not, shall not be in a conflict of interest
if the principals have stated their voting instructions to the proxy. All
proxies, no matter how they are notified to ACCIONA, S.A., must be
specific to the Shareholders’ Meeting.
In those four cases, it will suffice to demonstrate the kinship or organic or
management relationship to ACCIONA, S.A.’s Shareholder Department and
Shareholders’ Meeting staff.
Votes or proxies notified by post or via the website to ACCIONA, S.A. will be
overridden if the shareholder attends the Shareholders’ Meeting.
E.11 Indicate if the Company is aware of the
institutional investors’ policy of participation in
Company decisions.
Yes
No
X
E.12 Indicate the website and the way in which to
access corporate governance content on the
Company’s website.
The website address is www.acciona.es.
Exceptions from proxies apply to: (1) persons who present evidence
that they are the spouse, ascendant or descendant of the shareholder;
(2) holders of a general power of attorney in a public instrument to
administer all the shareholder’s assets in Spain; (3) governing bodies of
legal persons; and (4) fund management entities.
The page contains a link to the Corporate Governance Section under the
“Shareholders and Investors” heading.
// 234
F. Degree of compliance with Corporate Governance
recommendations
Indicate the Company’s degree of compliance with the
recommendations of the Unified Code of Corporate
Governance.
In the event of not complying with some recommendations,
detail the recommendations, rules, practices or criteria applied
by the Company.
1. The Articles of Incorporation of listed companies should not
place an upper limit on the votes that can be cast by a single
shareholder, or impose other obstacles to the takeover of the
Company by means of share purchases on the market.
See Sections: A.9, B.1.22, B.1.23 and E.1, E.2.
Complies
X
be submitted to the General Shareholders’ Meeting for
approval or ratification. In particular:
a)The transformation of listed companies into holding
companies through the process of subsidiarization, i.e.
reallocating to subsidiaries core activities that were
previously carried out by the originating firm, even though
the latter retains full control of the former;
b) Any acquisition or disposal of key operating assets that
would effectively alter the Company’s corporate purpose;
c)Operations that are equivalent to the Company’s liquidation.
Complies
Partially complies
X
Explain
ACCIONA is essentially a holding Company with stakes in the
group’s lines of business. Article 5 of the Shareholders’ Meeting
Regulation attributes the powers set out in Sections b) and c) of this
Recommendation to the Shareholders’ Meeting.
Explain
2. When a dominant and a subsidiary Company are stock
market listed, the two should provide detailed disclosure on:
a)The type of activity they engage in, and any business
dealings between them, as well as between the subsidiary
and other group companies;
b)Mechanisms in place to resolve possible conflicts of interest.
4. Detailed proposals of the resolutions to be adopted at the
General Shareholders’ Meeting, including the information
stated in Recommendation 28, should be made available at the
same time as the publication of the Meeting notice.
Complies
Explain
X
See Sections: C.4 and C.7
Complies
Partially complies
Explain
Not applicable
X
3.Even when not expressly required under Company law, any
decisions involving a fundamental corporate change should
At the 2010 Ordinary Shareholders’ Meeting, the Board’s proposals
were made public at the same time as the notice of the meeting,
with the sole exception of the proposals for reappointment and
appointment of directors, which were published two days in advance
of the Shareholders’ Meeting. // 235
5. Separate votes should be taken at the General Shareholders’
Meeting on materially separate items, so shareholders can
express their preferences in each case. This rule shall apply in
particular to:
a)Appointment or ratification of directors, which must be voted
on separately;
b) Amendments to the Articles of Incorporation, with votes
taken on all articles or groups of articles that are materially
different.
See Section: E.8
Complies
X
Explain
6. Companies should allow split votes, so financial intermediaries
acting as nominees on behalf of different clients can issue their
votes according to instructions.
See Section: Complies
E.4
X
Explain
7. The Board of Directors should perform its duties with unity of
purpose and independent judgment, according all shareholders the
same treatment. It should be guided at all times by the Company’s
best interest and, as such, strive to maximize its value over time.
It should likewise ensure that the Company abides by the laws and
rules in its dealings with stakeholders; fulfils its obligations and
contracts in good faith; respects the customs and good practices
of the sectors and territories where it does business; and upholds
any additional social responsibility principles it has subscribed to
voluntarily.
Complies
X
Explain
8. The Board should see the core components of its mission
as approving the Company’s strategy and authorizing the
organizational resources to carry it forward, and ensuring that
management meets the objectives set while pursuing the
Company’s interests and corporate purpose. As such, the Board
in full should reserve the right to approve:
a) The Company’s general policies and strategies, and, in particular:
i) The strategic or business plan, management targets and
annual budgets;
ii) Investment and financing policy;
iii) Design of the structure of the corporate group;
iv) Corporate governance policy;
v) Corporate social responsibility policy;
vi) Remuneration and evaluation of senior officers;
vii) Risk control and management, and the periodic
monitoring of internal information and control systems;
viii)Dividend policy, as well as the policies and limits applying
to treasury stock.
See Sections: B.1.10, B.1.13, B.1.14 and D.3
b) The following decisions:
i) On the proposal of the Company’s Chief Executive, the
appointment and removal of senior officers, and their
compensation clauses;
See Section: B.1.14.
ii) Directors’ remuneration and, in the case of executive
directors, the additional consideration for their management
duties and other contract conditions;
See Section: B.1.14.
iii) The financial information that all listed companies must
disclose periodically;
iv) Investments or operations considered strategic by virtue
of their amount or special characteristics, unless their
approval corresponds to the General Shareholders’
Meeting;
v) The creation or acquisition of shares in special purpose
vehicles or entities resident in jurisdictions considered
tax havens, and any other transactions or operations of
a comparable nature whose complexity might impair the
transparency of the group.
c) Transactions which the Company conducts with directors,
significant shareholders, shareholders with Board
representation or other persons related thereto (“relatedparty transactions”). However, Board authorization need
not be required for related- party transactions that
simultaneously meet the following three conditions:
1. They are governed by standard form agreements applied on
an across-the-Board basis to a large number of clients;
2. They are arranged at market rates, generally set by the
person supplying the goods or services;
3. Their amount is no more than 1% of the Company’s
annual revenues.
It is advisable that related-party transactions should only be
approved on the basis of a favorable report from the Audit
Committee or some other committee handling the same
function; and that the directors involved should neither
exercise nor delegate their votes, and should withdraw from
the meeting room while the Board debates and votes.
Ideally the above powers should not be delegated with the
exception of those mentioned in b) and c), which may be
delegated to the Executive Committee in urgent cases and later
ratified by the full Board.
See Sections: C.1 and C.6
Complies
X
Explain
9. In the interests of maximum effectiveness and participation,
the Board of Directors should ideally comprise no fewer than
five and no more than 15 members.
See Section: B.1.1
Complies
X
Explain
10. External directors, proprietary and independent, should
occupy an ample majority of Board places, while the number of
executive directors should be the minimum practical bearing in
mind the complexity of the corporate group and the ownership
interests they control.
See Sections: Complies
X
A.2, A.3, B.1.3 and B.1.14.
Explain
11. In the event that an external director can be deemed neither
proprietary nor independent, the Company should disclose
this circumstance and the links that person maintains with the
Company or its senior officers, or its shareholders.
B.1.3
X
Explain
12. That among external directors, the relation between
proprietary members and independents should match the
proportion between the capital represented on the Board by
proprietary directors and the remainder of the Company’s capital.
This proportional criterion can be relaxed so the weight of
proprietary directors is greater than would strictly correspond to
the total percentage of capital they represent:
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1º In large cap companies where few or no equity stakes attain
the legal threshold for significant shareholdings, despite the
considerable sums actually invested;
2º In companies with a plurality of shareholders represented on
the Board that are not otherwise related.
See Sections:
B.1.3, A.2 and A.3
Complies
Explain
X
ACCIONA complies with this recommendation, since the controlling
shareholder appoints fewer directors than the number to which it is
entitled, as there is only one proprietary director, although two of the
executive directors would also qualify as proprietary directors. In any
event, there are more independent than proprietary directors, and
independent directors are a majority on the Board of Directors (61%).
13. The number of independent directors should represent at
least one-third of all Board members.
B.1.3
X
Explain
14. The nature of each director should be explained to the General
Shareholders’ Meeting, which will make or ratify his or her
appointment. Such determination should subsequently be confirmed
or reviewed in each year’s Annual Corporate Governance Report, after
verification by the Nomination Committee. That Report should also
disclose the reasons for the appointment of proprietary directors
at the urging of shareholders controlling less than 5% of capital;
and explain any rejection of a formal request for a Board place from
shareholders whose equity stake is equal to or greater than that of
others applying successfully for a proprietary directorship.
See Sections:
B.1.3 and B.1.4
Complies
X
Explain
15. When there are few or no women directors, the Board should
state the reasons for this situation and the measures taken to
correct it; in particular, the Nomination Committee should take
steps to ensure that:
a)The process of filling Board vacancies has no implicit bias
against women candidates;
b) The Company makes a conscious effort to include women
with the target profile among the candidates for Board places.
See Sections:
Complies
B.1.2, B.1.27 and B.2.3.
X
Explain
16. The Chairman, as the person responsible for the proper
operation of the Board of Directors, should ensure that
directors are supplied with sufficient information in
advance of Board meetings, and work to procure a good
level of debate and the active involvement of all members,
safeguarding their rights freely to express and adopt
positions; he or she should organize and coordinate regular
evaluations of the Board and, where appropriate, the
Company’s Chief Executive, along with the Chairmen of the
relevant Board Committees.
B.1.42
X
Explain
17. When a Company’s Chairman is also its Chief Executive,
an independent director should be empowered to request the
calling of Board meetings or the inclusion of new business on the
agenda; to coordinate and give voice to the concerns of external
directors; and to lead the Board’s evaluation of the Chairman.
B.1.21
X
Explain
18. The Secretary should take care to ensure that the Board’s
actions:
a) Adhere to the spirit and letter of laws and their implementing
regulations, including those issued by regulatory agencies;
b) Comply with the Company Articles of Incorporation and the
Rules of the General Shareholders’ Meeting, the Board of
Directors and others;
c) Are informed by those good governance recommendations
of the Unified Code that the Company has subscribed to.
In order to safeguard the independence, impartiality and
professionalism of the Secretary, his or her appointment
and removal should be proposed by the Nomination
Committee and approved by a full Board meeting; the relevant
appointment and removal procedures being spelled out in the
Board’s regulations.
See Section:
Complies
B.1.34
X
Explain
19. The Board should meet with the necessary frequency to
perform its functions properly, in accordance with a calendar
and agendas set at the beginning of the year, to which each
director may propose the addition of other items.
See Section:
Complies
B.1.29
X
Explain
// 238
20. Director absences should be kept to the bare minimum and
quantified in the Annual Corporate Governance Report. When
directors have no choice but to delegate their vote, they should
do so with instructions.
See Sections:
Complies
B.1.28 and B.1.30
X
Explain
21. When directors or the Secretary express concerns about
some proposal or, in the case of directors, about the Company’s
performance, and such concerns are not resolved at the meeting,
the person expressing them can request that they be recorded in
the minute book.
Complies
Partially complies
Explain
Not applicable
X
22. The Board in full should evaluate the following points on a
yearly basis:
a) The quality and efficiency of the Board’s operation;
b) Starting from a report submitted by the Nomination
Committee, how well the Chairman and Chief Executive have
carried out their duties;
c) The performance of its Committees on the basis of the reports
furnished by the same.
B.1.19
X
Explain
23. All directors should be able to exercise their right to receive
any additional information they require on matters within the
Board’s competence. Unless the Articles of Incorporation or
Rules of the Board of Directors indicate otherwise, such requests
should be addressed to the Chairman or Secretary.
// 239
See Section:
Complies
B.1.42
X
Explain
24. All directors should be entitled to call on the Company for
the advice and guidance they need to carry out their duties. The
Company should provide suitable channels for the exercise of this
right, extending in special circumstances to external assistance at
the Company’s expense.
Meeting, as well as provisional appointments by the method of
cooption, should be approved by the Board:
a) On the proposal of the Nomination Committee, in the case of
independent directors;
b) Subject to a report from the Nomination Committee in all
other cases.
See Section:
Complies
X
Explain
X
Explain
26. Companies should require their directors to devote
sufficient time and effort to perform their duties effectively,
and, as such:
a) Directors should apprise the Nomination Committee of any other
professional obligations, in case they might detract from the
necessary dedication;
b)Companies should lay down rules about the number of
directorships their Board members can hold.
Explain
28. Companies should post the following director particulars on
their websites, and keep them permanently updated:
a) Professional experience and background;
b)Directorships held in other companies, listed or otherwise;
c) An indication of the director’s classification as executive,
proprietary or independent; for proprietary directors, stating
the shareholder they represent or have links with;
d)The date of their first and subsequent appointments as a
company director, and;
e)Shares held in the Company and any options on the same.
Complies
X
Explain
29. Independent directors should not stay on as such for a
continuous period of more than 12 years.
See Sections:
Complies
X
B.1.41
25. Companies should organize induction programmes for new
directors to acquaint them rapidly with the workings of the
Company and its corporate governance rules. Directors should also
be offered refresher programmes when circumstances so advise.
Complies
B.1.2
B.1.2
Explain
X
B.1.8, B.1.9 and B.1.17
X
Explain
27. The proposal for the appointment or reappointment of
directors which the Board submits to the General Shareholders’
The Board of Directors has not adopted this recommendation on the
grounds that the independent directors’ permanence on the Board
should depend on their contribution, experience and qualifications
and that their independence is not jeopardized in any way by virtue
of being appointed for a shorter or longer period.
30. Proprietary directors should resign when the shareholders
they represent dispose of their ownership interest in its entirety.
If such shareholders reduce their stakes, thereby losing some of
their entitlement to proprietary directors, the latter’s number
should be reduced accordingly.
circumstances and potential harm to the Company’s name and
reputation, decide whether or not he or she should be called on
to resign. The Board should also disclose all such determinations
in the Annual Corporate Governance Report.
See Sections: See Sections: X
The removal of independents may also be proposed when a takeover
bid, merger or similar corporate operation produces changes in the
Company’s capital structure, in order to meet the proportionality
criterion set out in Recommendation 12.
Complies
B.1.2, B.1.5 and B.1.26
X
X
Explain
Explain
31. The Board of Directors should not propose the removal of
independent directors before the expiry of their tenure as mandated
by the Articles of Incorporation, except where just cause is found by
the Board, based on a proposal from the Nomination Committee. In
particular, just cause will be presumed when a director is in breach
of his or her fiduciary duties or comes under one of the disqualifying
grounds enumerated in Section III.5 of this Code.
See Sections:
B.1.43, B.1.44
A.2, A.3 and B.1.2
Complies
Complies
// 240
Explain
33. All directors should express clear opposition when they feel
a proposal submitted for the Board’s approval might damage
the corporate interest. In particular, independents and other
directors unaffected by the conflict of interest should challenge
any decision that could go against the interests of shareholders
lacking Board representation.
When the Board makes material or reiterated decisions about
which a director has expressed serious reservations, then he or
she must draw the pertinent conclusions. Directors resigning for
such causes should set out their reasons in the letter referred to
in the next Recommendation.
The terms of this Recommendation should also apply to the
Secretary of the Board; director or otherwise.
Complies
Partially complies
Explain
Not applicable
X
32. Companies should establish rules obliging directors to
inform the Board of any circumstance that might harm the
organization’s name or reputation, tendering their resignation as
the case may be, with particular mention of any criminal charges
brought against them and the progress of any subsequent trial.
34. Directors who give up their place before their tenure expires,
through resignation or otherwise, should state their reasons in a
letter to be sent to all members of the Board. Irrespective of whether
such resignation is filed as a significant event, the motive for the
same must be explained in the Annual Corporate Governance Report.
The moment a director is indicted or tried for any of the crimes
stated in Article 124 of the Public Limited Companies Law, the
Board should examine the matter and, in view of the particular
B.1.5
Partially complies
Explain
Not applicable
X
// 241
35. The Company’s remuneration policy, as approved by its Board
of Directors, should specify at least the following points:
a) The amount of the fixed components, itemized where
necessary, of Board and Board Committee attendance fees,
with an estimate of the fixed annual payment they give rise to;
b) Variable components, in particular:
i) The types of directors they apply to, with an explanation
of the relative weight of variable to fixed remuneration
items;
ii) Performance evaluation criteria used to calculate
entitlement to the award of shares or share options or
any performance-related remuneration;
iii) The main parameters and grounds for any system of
annual bonuses or other non-cash benefits, and;
iv) An estimate of the sum total of variable payments arising
from the remuneration policy proposed, as a function of
degree of compliance with preset targets or benchmarks.
c) The main characteristics of providential systems (e.g.
supplementary pensions, life insurance and similar
arrangements), with an estimate of their amount or annual
equivalent cost;
d)The conditions applicable to the contracts of executive
directors performing senior management functions, including:
i) Duration;
ii) Notice periods, and;
iii) Any other clauses covering hiring bonuses, as well
as indemnities or ‘golden parachutes’ in the event of
early termination of the contractual relation between
Company and executive director
See Section:
Complies
B.1.15
X
Explain
36. Remuneration comprising the delivery of shares in the
Company or other companies in the group, share options or other
share-based instruments, payments linked to the Company’s
performance or membership of pension schemes should be
confined to executive directors.
The delivery of shares is excluded from this limitation when directors
are obliged to retain them until the end of their tenure.
See Sections: A.3, B.1.3
Complies
X
Explain
37. External directors’ remuneration should sufficiently
compensate them for the dedication, abilities and responsibilities
that the post entails, but should not be so high as to compromise
their independence.
Complies
X
Explain
38. In the case of remuneration linked to Company earnings,
deductions should be computed for any qualifications stated in
the external auditor’s report.
Complies
Partially complies
Explain
Not applicable
X
39. In the case of variable awards, remuneration policies
should include technical safeguards to ensure they reflect the
professional performance of the beneficiaries and not simply the
general progress of the markets or the Company’s sector, atypical
or exceptional transactions or circumstances of this kind.
Complies
X
Explain
40. The Board should submit a report on the directors’
remuneration policy to the advisory vote of the General
Shareholders’ Meeting, as a separate point on the agenda. This
report can be supplied to shareholders separately or in the
manner each Company sees fit. The report will focus on the
remuneration policy the Board has approved for the current
year with reference, as the case may be, to the policy planned
for future years. It will address all the points referred to in
Recommendation 35, except those potentially entailing the
disclosure of commercially sensitive information. It will also
identify and explain the most significant changes in remuneration
policy with respect to the previous year, with a global summary
of how the policy was applied over the period in question. The role
of the Remuneration Committee in designing the policy should be
reported to the Meeting, along with the identity of any external
advisors engaged.
See Section:
Complies
B.1.16
Explain
X
The Board of Directors did not consider it appropriate to submit the
remuneration report to a consultative vote as a separate item on the
agenda since consultative voting at the Shareholders’ Meeting is not
regulated in the current legislation nor are the effects of the outcome
of such a vote. It did assume the obligation to approve a report
on remuneration policy each year and place it at the shareholders’
disposal along with the notice of the Ordinary Shareholders’ Meeting,
in the terms provided in the Board of Directors Regulation.
41. The notes to the annual accounts should list individual
directors’ remuneration in the year, including:
a) A breakdown of the compensation obtained by each Company
director, to include where appropriate:
i) Participation and attendance fees and other fixed director
payments;
ii) Additional compensation for acting as chairman or
member of a Board Committee;
iii) Any payments made under profit-sharing or bonus
schemes, and the reason for their accrual;
// 242
iv) Contributions on the director’s behalf to definedcontribution pension plans, or any increase in the
director’s vested rights in the case of contributions to
defined-benefit schemes;
v) Any severance packages agreed or paid;
vi) Any compensation they receive as directors of other
group companies;
vii) The remuneration executive directors receive in respect of
their senior management posts;
viii)Any kind of compensation other than those listed above,
of whatever nature and provenance within the group,
especially when it may be accounted a related-party
transaction or when its omission would detract from a
true and fair view of the total remuneration received by
the director.
b) An individual breakdown of deliveries to directors of shares,
share options or other share-based instruments, itemized by:
i) Number of shares or options awarded in the year, and the
terms set for their execution;
ii) Number of options exercised in the year, specifying the
number of shares involved and the exercise price;
iii) Number of options outstanding at the annual close,
specifying their price, date and other exercise conditions;
iv) Any change in the year in the exercise terms of previously
awarded options.
c) Information on the relation in the year between the
remuneration obtained by executive directors and the
Company’s profits, or some other measure of enterprise
results.
Complies
Partially complies
X
Explain
The Annual Report sets out all the information referred to in this
recommendation apart from the executive directors’ individual
remuneration for performing senior management functions. The Board
of Directors considers that, given the current number of executive
// 243
directors, transparency vis-à-vis the market and shareholders can also
be achieved by disclosing aggregated remuneration.
42. When the Company has an Executive Committee, the
breakdown of its members by director category should be
similar to that of the Board itself. The Secretary of the Board
should also act as Secretary to the Executive Committee.
B.2.1 and B.2.6
Explain
X
The Executive Committee consists only of executive and independent
directors, there being no proprietary directors, although two of the
executive directors would also qualify as proprietary directors. The
Board Secretary is the Secretary of this Committee.
discuss their proposals and reports; and be apprised, at the
first Board meeting following each Committee meeting, of
the business transacted, the Committees being responsible
before the Board for their performance;
b)These Committees should be formed exclusively of external
directors and have a minimum of three members. Executive
directors or senior officers may also attend meetings, for
information purposes, at the Committees’ invitation;
c) Committee chairs must be independent directors;
d)These Committees may engage external advisors when they
feel this is necessary for the discharge of their duties;
e) Committee meetings should be minuted and a copy sent to all
Board members.
See Sections:
Complies
43. The Board should be kept fully informed of the business
transacted and decisions made by the Executive Committee.
To this end, all Board members should receive a copy of the
Committee’s minutes.
Complies
X
B.2.1 and B.2.3
X
Explain
45. The job of supervising compliance with internal codes of
conduct and corporate governance rules should be entrusted to the
Audit Committee, the Nomination Committee or, as the case may
be, separate Compliance or Corporate Governance Committees.
Explain
Complies
44. In addition to the Audit Committee required under the
Securities Market Law, the Board of Directors should form a
Committee, or two separate Committees, of Nomination and
Remuneration.
The rules governing the make-up and operation of the Audit
Committee and the Committee or Committees of Nomination
and Remuneration should be set forth in the Rules of the Board,
and include the following:
a)The Board of Directors will designate the members of the
Committees, having regard to the directors’ knowledge, skills
and experience and each committee’s area of competence;
X
Explain
46. All members of the Audit Committee, particularly its Chairman,
should be appointed with regard to their knowledge and
background in accounting, auditing and risk management matters.
Complies
X
Explain
47. Listed companies should have an internal audit function,
under the supervision of the Audit Committee, to ensure the
proper operation of internal reporting and control systems.
Cumple
X
Explique
48. The head of internal audit should present an annual work
programme to the Audit Committee; report to it directly on
any incidents arising during its implementation; and submit an
activities report at the end of each year.
Complies
X
Explain
49. Control and risk management policy should specify at least:
a) The different types of risk (operational, technological,
financial, legal, reputational, etc.) the Company is exposed
to, with the inclusion under financial or economic risks of
contingent liabilities and other off-balance-sheet risks;
b)The determination of the risk level the Company sees as
acceptable;
c) Measures in place to mitigate the impact of risk events should
they occur;
d)The internal reporting and control systems to be used to
control and manage the above risks, including contingent
liabilities and off-balance-sheet risks.
See Section: D
Complies
X
Explain
50. The Audit Committee’s role should be:
1. With respect to internal control and reporting systems:
a)Monitor the preparation and the integrity of the financial
information prepared on the Company and, where
appropriate, the group, checking for compliance with legal
provisions, the accurate demarcation of the consolidation
perimeter, and the correct application of accounting
principles;
b)Review internal control and risk management systems on
a regular basis, to ensure that the main risks are properly
identified, managed and disclosed;
c)Monitor the independence and efficacy of the internal
audit function; propose the selection, appointment,
reappointment and removal of the head of Internal Audit;
propose the department’s budget; receive regular reports
on its activities; and verify that senior management are
acting on the findings and recommendations of its reports;
d)Establish and supervise a mechanism whereby staff can
report, confidentially and, if necessary, anonymously, any
irregularities they detect in the course of their duties,
particularly financial or accounting irregularities, with
potentially serious implications for the firm;
2. With respect to the external auditor:
a)Make recommendations to the Board for the selection,
appointment, reappointment and removal of the external
auditor, and the terms and conditions of his engagement;
b)Receive regular information from the external auditor
on the progress and findings of the audit programme,
and check that senior management is acting on its
recommendations;
c)Monitor the independence of the external auditor, to which
end:
i) The Company should notify any change of auditor
to the CNMV as a significant event, accompanied by
a statement of any disagreements arising with the
outgoing auditor and the reasons for the same;
ii) The Committee should ensure that the Company
and the auditor adhere to current regulations on
the provision of nonaudit services, the limits on the
concentration of the auditor’s business and, in general,
other requirements designed to safeguard auditors’
independence;
iii)The Committee should investigate the issues giving rise
to the resignation of any external auditor.
d)In the case of groups, the Committee should urge the group
auditor to take on auditing all component companies.
// 244
// 245
X
B.1.35, B.2.2, B.2.3 and D.3
Explain
51. The Audit Committee should be empowered to meet with any
Company employee or manager, even ordering their appearance
without the presence of another senior officer.
Complies
X
Explain
52. The Audit Committee should prepare information on the
following points from Recommendation 8 for input to Board
decision-making:
a) The financial information that all listed companies must
periodically disclose. The Committee should ensure that interim
statements are drawn up under the same accounting principles
as the annual statements and, to this end, may ask the external
auditor to conduct a limited review;
b) The creation or acquisition of shares in special purpose vehicles
or entities resident in jurisdictions considered tax havens, and any
other transactions or operations of a comparable nature whose
complexity might impair the transparency of the group;
c) Related-party transactions, except where their scrutiny
has been entrusted to some other supervision and control
committee.
See Sections:
Complies
B.2.2 and B.2.3
X
Explain
53. The Board of Directors should seek to present the annual
accounts to the General Shareholders’ Meeting without
reservations or qualifications in the audit report. Should such
reservations or qualifications exist, both the Chairman of the
Audit Committee and the auditors should give a clear account to
shareholders of their scope and content.
B.1.38
X
Explain
54. The majority of Nomination Committee members – or Nomination
and Remuneration Committee members as the case may be – should be
independent directors.
See Section:
Complies
B.2.1
X
Explain
55. The Nomination Committee should have the following
functions in addition to those stated in earlier recommendations:
a) Evaluate the balance of skills, knowledge and experience
on the Board, define the roles and capabilities required of
the candidates to fill each vacancy, and decide the time and
dedication necessary for them to properly perform their
duties;
b)Examine or organize, in appropriate form, the succession of
the Chairman and Chief Executive, making recommendations
to the Board so the handover proceeds in a planned and
orderly manner;
c) Report on the senior officer appointments and removals
which the Chief Executive proposes to the Board;
d) Report to the Board on the gender diversity issues discussed
in Recommendation 14 of this Code.
See Section:
Complies
B.2.3
X
Explain
56. The Nomination Committee should consult with the Company’s
Chairman and Chief Executive, especially on matters relating to
executive directors. Any Board member may suggest directorship
candidates to the Nomination Committee for its consideration.
Complies
X
Explain
57. The Remuneration Committee should have the following
functions in addition to those stated in earlier recommendations:
a) Make proposals to the Board of Directors regarding:
i) The remuneration policy for directors and senior officers;
ii) The individual remuneration and other contractual
conditions of executive directors;
iii)The standard conditions for senior officer employment
contracts.
b)Oversee compliance with the remuneration policy set by the
Company.
See Sections:
Complies
B.1.14, B.2.3
X
Explain
58. The Remuneration Committee should consult with the
Chairman and Chief Executive, especially on matters relating to
executive directors and senior officers.
Complies
X
Explain
// 246
// 247
G. Other information of interest
If you believe that a significant principle or item relating to
corporate governance practices applied by your Company has
not been disclosed in this report, provide information.
This Section can include any other information, clarification
or qualification related to the aforementioned Sections of this
report.
Specifically, indicate if the Company is subject to corporate
governance legislation other than the Spanish one and, if
so, include the obligatory disclosures that differ from those
required in this report.
NOTE ON SectionS A.6 and A.7. The Company is not aware
of the existence of any shareholders’ agreements that have
been notified to it or to the Spanish National Securities Market
Commission (CNMV). Grupo Entrecanales, S.A. has notified that there
are no agreements among its shareholders that restrict or constrain
the transfer of shares or regulate the exercise of voting rights at
Shareholders’ Meeting other than those set out in its Bylaws.
All the direct and indirect shareholders of Grupo Entrecanales
are members of the family comprising the descendants of José
Entrecanales Ibarra.
The shares of Grupo Entrecanales owned by the family groups
comprising the children of Mr José Maria Entrecanales de Azcárate
and Mr Juan Entrecanales de Azcárate and his children are grouped
into a Company for each family group.
Each of those companies owns 41.4% of Grupo Entrecanales.
NOTE ON Section A.8. The total capital loss due to disposal of
own shares is the result of delivery of shares to executive directors and
executives as part of the share delivery plan. NOTE ON Section B.1.12. a) Below are set out the main features of
the plan for delivering shares to senior management. The ACCIONA 2009 Senior Management Remuneration Plan (the
Plan) aims to remunerate senior management of the companies
controlled by ACCIONA, S.A. so as to encourage attainment of
objectives and to retain executives.
The Plan involves the delivery of ordinary shares of the Company
each year in the first three years (2009-2011) or, at the beneficiaries’
choice, stock options on ordinary shares of Company instead of some
of the assigned shares.
The application of the Plan was approved, at the proposal of the
Board of Directors, by the Company’s Ordinary Shareholders’ Meeting
on 4 June 2009.
At the proposal of the Nomination and Remuneration Committee,
the Company’s Board of Directors may amend the Plan at any time
to ensure compliance with its goals of remunerating, motivating and
retaining the Group’s senior management or, as the case may be, to
adjust it to the legal and tax requirements applying at any time in
Spain and other jurisdictions.
The Plan is aimed at those persons who, at any given time, hold
the position of Director-General Manager, General Manager or
Area Manager of the ACCIONA Group at the time it is decided
to assign the Shares under this Plan. The Company’s Board of
Directors may, based on a favorable report by the Nomination and
Remuneration Committee, extend the Plan to other executives
of ACCIONA Group companies on the basis of the importance
of their function, even though they do not fall under any of the
aforementioned categories.
Qualifying persons to whom a specific number of shares have been
assigned by the Board of Directors, subject to approval by the
Shareholders’ Meeting, as appropriate, will be Beneficiaries of the
Plan if they accept the Regulation in writing and consent in writing
to the obligations imposed on them by the Regulation.
The delivery of Shares and/or stock options, the assumption by the
Company or another ACCIONA group entity of the obligation to
make a payment on account of the beneficiary’s direct taxation, and
any other benefits deriving from the Plan will not be considered to
be vested rights.
The invitation to participate in the Plan or join the Plan does not
grant the recipients or beneficiaries any right to the assignment of
shares or stock options under the Plan, or to the assignment being
made in specific conditions other than those decided upon freely by
the Board of Directors from time to time, nor to be beneficiaries of
subsequent plans that may be established by the ACCIONA Group.
The beneficiary’s rights will be strictly those which the Board of
Directors determines with regard to each assignment of shares to
him/her. In each of the first three years of the Plan (2009, 2010
and 2011), the Board of Directors may assign to all or only some of
the beneficiaries a number of outstanding shares of the Company
(hereinafter the Share Bonus) as part of the beneficiary’s variable
remuneration.
The number of shares comprising each beneficiary’s Share Bonus
will be determined by the Board of Directors at the proposal of the
Nomination and Remuneration Committee within the first three
months of each year.
Where Beneficiaries are Directors of the Company or general
managers or similar of the Company, as provided in Additional
Provision Four of the Consolidated Corporations Act, their Share
Bonus will be subject to approval by the Shareholders’ Meeting.
The shares are valued at the opening price on the first stock market
session of the calendar year in which the shares are delivered.
Each beneficiary’s Share Bonus in a single year may not exceed (a)
150,000 euros or (b) 50% of the annual variable remuneration
in cash that the beneficiary is to collect for his/her dedication to
the ACCIONA Group during all or part of the preceding calendar
year or, in the case of newly-hired executives, of the maximum
variable remuneration agreed upon for the current year. As an
additional limit, the highest Share Bonus assigned to a beneficiary
under the Plan, expressed as a number of shares, may not
exceed three (3) times the lowest Share Bonus assigned to other
beneficiaries in that year.
As a general rule, unless the Board of Directors decides otherwise
based on a prior report by the Nomination and Remuneration
Committee, the Share Bonus assigned to all beneficiaries of a given
category (Director-General Manager, General Manager, Area General
Manager, respectively) will be the same, either in terms of the
value of the share bonus or in terms of the percentage which that
value represents of the annual variable remuneration in cash that
the beneficiary is to collect for his/her dedication to the ACCIONA
Group during all or part of the preceding calendar year, at the
discretion of the Board of Directors.
The maximum number of shares that may be delivered to
beneficiaries under this Plan in the three-year period (2009, 2010
and 2011) will be 200,000 shares, including those assigned but
replaced by stock options at the beneficiaries’ choice.
For a Beneficiary to be entitled to receive the Shares assigned to
him/her as a Share Bonus under the Plan, the beneficiary must still
be a Director-General Manager, General Manager or Area Manager of
the ACCIONA Group on the date on which the Share Bonus is to be
delivered, or must be on special leave granted in the interests of the
ACCIONA Group to fill an executive position at a Company not in
the Group’s consolidation scope.
Beneficiaries may not dispose of, encumber or otherwise assign the
Shares in any way (except mortis causa) or establish any option
rights other than that granted to the Company before March 31 of
the third year following the delivery of the shares to the Beneficiary
as payment of the bonus.
By joining the Plan, the Beneficiary irrevocably authorizes the
Company, in his/her name and on his/her behalf, to apply to the
entity in charge of record-keeping of ACCIONA shares to issue
// 248
// 249
and, as appropriate, renew the certificates of ownership, which the
Company may retain in its possession so as to ensure, if it wishes,
that the Shares are immobilized during the aforementioned period.
The Beneficiary grants the Company a Call Option on the shares
delivered to him/her each year under the Plan in the following
conditions:
A) Exercise period: until March 31 of the third year following the
year of delivery of the Shares as a Bonus to the Beneficiary. B) Strike price: one euro cent (€0.01) per share. C) Conditions of exercise: The Company may only exercise the
Option if the employment, civil- or mercantile-law relationship
under which the Beneficiary provides services to the Company
or a subsidiary (or a Company that was subject to a Change of
Control) is terminated as a result of serious breach of the duties
of diligence and others inherent to the position (if the Beneficiary
is a Director General Manager) or, in the case of Beneficiaries
who are not directors, as a result of a cause attributable to the
Beneficiary.
Each Beneficiary may elect to replace some of the Shares assigned to
him/her for that year; the number of options instead of shares will be
chosen by the Beneficiary, but may not exceed one half.
The Beneficiary’s decision must be notified to the Company in writing
within the fifteen (15) calendar days following the date on which
he/she was notified of the last of the following two parameters:
the Individual Amount of the Bonus assigned to him/ her, and the
exchange ratio between Shares and Options.
The granting of options will not require any payment by the
Beneficiary to the Company or the ACCIONA Group entity for which
he works. Upon exercise of the option, the Beneficiary will have to
pay the share price established in the Option unless, at that time,
the Beneficiary elects settlement by differences between the Option
value and the value of the Share at the time of exercising the Option.
The Beneficiary may only exercise the Options if (a) he/she has
maintained an unbroken relationship with the ACCIONA Group
at the level required to qualify for the Plan up until the date of
exercise of the Option; or (b) he/she has taken a special sabbatical,
granted because it is in the ACCIONA Group’s interest, to occupy
an executive position at a Company outside the Group, or (c) the
relationship with the ACCIONA Group was interrupted for any of the
reasons under which the Company is not entitled to repurchase the
shares delivered under the Plan.
Options granted under the Plan in a given year will vest on March
31 of the third calendar year following the year in which they were
assigned and may be exercised wholly or partly, on one or more
occasions, between that date and March 31 of the third year following
vesting (the “Exercise Period”). Consequently, options granted in 2010
will vest on March 31 2013 and expire on March 31 2016.
The Beneficiary (or his/her heirs, as the case may be) may exercise
all of the Options not yet exercised which he/she owns under this
Plan (partial exercise not being permitted) before the vesting date
in the events specifically envisaged in the Regulation, which refers
to such events as retirement or early retirement, invalidity, death,
change of control of the ACCIONA Group entity where he/she works,
a takeover bid for all of the capital, and delisting.
Under the Plan, 30,389 shares and 45,893 stock options were
granted in 2010. The reference value and the option strike price will
be 91.1 euros per share as provided under the Plan since that was the
opening price of the shares on Spain’s Electronic Market on the first
market day of the year.
NOTE ON Section B.1.12. b) The list includes everyone who
has performed executive management functions in 2010. Jorge Paso
Cañabate was the Director of Internal Audits until 27 July 2010, at
which time he was appointed Director of Finance for ACCIONA Agua.
On the same date, the Audit Committee appointed Raúl Beltrán
Núñez, until then the Deputy Director of Audits, as the new Director of
Internal Audits. NOTE ON Section B.1.12. c) The total amount of senior executive
remuneration includes the severance packages paid to four directors
whose employment contracts were terminated in fiscal year 2010. NOTE ON Section B.1.13. The amount of those clauses is as
follows: two clauses for the amount of 2.5 years’ total remuneration,
two clauses for the amount of two years’ fixed remuneration, one
clause for the amount of one year’s remuneration and two clauses
for the amount of six-months total remuneration, although one of
the clauses is for a set period and, once it expires, the termination
indemnity will be that provided ordinarily under the Workers’ Statute.
NOTE ON Section B.1.14. The total remuneration paid to the Board
of Directors for discharging its duties as the Company’s governing body
amounted to 1,682,500 euros in 2010, broken down by director and
committee as follows:
(Data in euros)
Board of Directors
Sustainability Committee Total
Juan Entrecanales de AzcÁrate
Board of Directors
Total
75,000
40,000
115,000
75,000
75,000
Juan Manuel Urgoiti Y López-Ocaña
Board of Directors
75,000
Executive Committee 50,000
Audit Committee Nominations Committee Vice-Chairman
Total
50,000
40,000
25,000
240,000
// 250
Board of Directors
Executive Committee Audit Committee Nominations Committee Total
75,000
50,000
50,000
40,000
215,000
Jaime CastellanoS Borrego
Board of Directors
Audit Committee Sustainability Committee Total
75,000
50,000
40,000
165,000
Board of Directors
Total
Board of Directors
Nominations Committee Sustainability Committee Total
75,000
75,000
75,000
40,000
40,000
155,000
Board of Directors
Total
75,000
75,000
MIriam GonzÁlez DurÁntez (1)
Board of Directors
Total
37,500
37,500
Lord TRISTAN Garel Jones
Board of Directors
Audit Committee Total
75.000
50,000
125,000
// 251
VALENTíN MONTOyA MOyA
BoardofDirectors
ExecutiveCommittee
AuditCommittee
NominationsCommittee
TOTAL
75,000
50,000
50,000
40,000
215,000
BELéN VILLALONGA MORENés
BoardofDirectors
TOTAL
CONsUELO CREsPO BOFILL
BoardofDirectors
SustainabilityCommittee
TOTAL
TOTAL
BoardofDirectors
ExecutiveCommittee
AuditCommittee
NominationsCommittee
SustainabilityCommittee
TOTAL
75,000
75,000
75,000
40,000
115,000
962,500
150,000
250,000
160,000
160,000
1,682,500
performedonanarm’s-lengthbasis.Entitiesrelatedtocertaindirectors
performedtransactionswithACCIONAorcompaniesinitsgroupas
partofanordinarycommercialrelationshiponanarm’s-lengthbasis.
Thosetransactionswerebasicallyasfollows:
A)UpkeepandmaintenanceservicesrenderedbyACCIONA
Infraestructuras,S.A.foraCompanyoperatedbyJuanEntrecanalesde
Azcárateamountingto56,000eurosandbuildingrenovationsfora
CompanyoperatedbyJoséManualandDanielEntrecanalesDomecq
amountingto1,959,000euros.
B)MarketingofmutualfundsmanagedbyBestinver.929,000euros
collectedbyBancoGallego(relatedtoJuanManuelUrgoiti)as
retrocededmanagementfees.
NOTE ON sECTION C.4.TransactionsbetweentheCompanyandits
dependentcompanies,whicharerelatedpartiesandformpartofits
normalbusinessasregardspurposeandconditions,wereeliminated
inconsolidation.At31December2010,thedebitandcreditbalances
withassociateswereasfollows,inthousandsofeuros:
Trade and other accounts
receivable
(1) DirectorwhojoinedtheBoardin2010
NOTE ON sECTION B.1.29.TheBoarddidnotadoptanyresolutions
inwritingwithoutameetingin2010.TheSustainabilityCommitee
mettwicein2010.
NOTE ON sECTION B.1.40.ThecompanieslistedinthisSectionare
involvedin,amongothers,hotelmanagementandauxiliarybusiness
andrealestateservices.
NOTE ON sECTIONs C.2 AND C.3.Therewerenotransactions
outsidetheCompany’sorGroup’sordinarybusinessthatwerenot
DEBIT BALANCEs/
EXPENsEs
CREDIT BALANCEs/
INCOME:
4,446
--
--
3,330
Loans with associates
27,317
--
Income and expense
3,539
6,435
ThebalanceswithGroupcompaniesrelatemainlytoservicesprovidedby
ACCIONAInfraestructuras,S.A.tovariousassociatedcompanies.Those
transactionswereconductedonanarm’s-lengthbasis.
NOTE ON sECTION C.7. At31December2010,theonlyCompany
whosestocktradedonasecondarymarket,otherthanACCIONA,S.A.,
wasthePolishCompanyMostostalWarszawa,S.A.whichtradesonthe
Warsawstockmarket.
NOTE ON Section E.7. Three shareholders voted electronically at the
Ordinary Shareholders’ Meeting on 10 June 2010.
Please include any additional information or clarifications
relative to the preceding Sections of the report, to the extent
that they are relevant and non-repetitive.
In particular, please indicate whether the Company’s corporate
governance is bound by any law other than Spanish law and, if
so, indicate any information the Company is obligated to submit
which is not covered in this report.
Binding definition of an independent director
Indicate whether any of the independent directors has or has had
any relationship with the Company, its significant shareholders
or its executives which, had it been sufficiently significant or
important, would have resulted in the director not qualifying for
consideration as independent under the definition set forth in
Section 5 of the Unified Code of Corporate Governance:
Yes
X
No
The Company considers that the services provided in 2010 by Banco
Gallego, where Juan Manuel Urgoiti López-Ocaña, is the Chairman and
minority shareholder, are not material with respect to the total amounts
of transactions performed by those entities and do not compromise their
independence.
Date and signature
This Annual Corporate Governance Report was approved by the
Board of Directors on
24-02-2011
Indicate any directors who voted against or abstained from
approving this Report.
Yes
No
X
// 252
// 253
// 254
2010 Remuneration Policy Report
// 255
1) INTRODUCTION
In accordance with the provisions of Article
54 of the Board of Directors Regulation,
that body must approve an Annual Report
on Remuneration Policy for Directors which
must be made available to shareholders
on the occasion of giving notice of the
Shareholders’ Meeting.
The Report is structured in line with the
structure of remuneration paid to Board
members.
2) CLAUSES IN THE BYLAWS AND BOARD
OF DIRECTORS REGULATION
Article 31.2 of the Bylaws establishes that
the Board of Directors is entitled to 5% of
profit each year after making allocations
to the items referred to in Paragraphs 1, 2
and 3 of Article 47.2 of the Bylaws, unless
the Shareholders’ Meeting, at the proposal
of the Board of Directors, determines a
smaller percentage when it approves the
Directors’ remuneration is distributed in the
proportion decided by the Board.
Subject to a prior decision by the
Shareholders’ Meeting with the legally
required scope, executive directors may also
be remunerated with shares or stock options
or another remuneration system referenced
to the share price.
Consequently, the maximum remuneration
payable to the Board of Directors is 5% of
earnings after: a) making provision to the
legal reserve; b) making provision to the
voluntary reserve such that this provision
plus the provision to the legal reserve
together amount to 10% of income for the
year, and; c) allocating at least 4% of par
value as a dividend.
Directors’ remuneration is also regulated by
Article 55 of the Board of Directors Regulation,
which establishes that:
The Board of Directors must determine
the directors’ remuneration regime within
the framework established by the Bylaws;
The decision must be based on a report
on the subject issued by the Appointments
and Remuneration Committee;
The Board of Directors must ensure that
directors’ remuneration is moderate and
in line with the market rate at companies
of a similar size and activity, favoring
systems which link a significant part of the
remuneration to dedication to ACCIONA;
The Board of Directors must also
ensure, in the case of variable awards,
that remuneration policies include
technical safeguards to ensure they reflect
the professional performance of the
beneficiaries and not simply the general
progress of the markets or the Company’s
sector, or circumstances of this kind;
The remuneration regime must allocate
analogous remuneration to similar
functions and dedication;
The remuneration system for independent
directors must seek to provide sufficient
incentive for dedication without
compromising their independence;
The remuneration of proprietary directors
for their duties as director must be in
proportion to that received by other
directors, and must not represent special
treatment regarding the remuneration
of the shareholder who proposed their
appointment;
Remuneration of executive directors
derived from their membership of the
Board of Directors must be compatible
with other professional or occupational
remuneration they receive for the executive
or consultancy functions they undertake at
ACCIONA or in its Group;
The executive directors may be
beneficiaries of remuneration systems that
comprise the delivery of shares or stock
options or any other remuneration system
referenced to the share price. In that case,
the Board must submit a proposal in this
connection to the Shareholders’ Meeting;
Directors’ remuneration must be
transparent;
The Board of Directors must adopt
the necessary measures to ensure that
the Annual Report contains an itemized
disclosure of the directors’ remuneration
2010 REMUNERATION POLICY REPORT
for their position as such, and also the
remuneration of the executive directors,
which may be broken out individually if the
Board so decides;
Information must also be given on
the relationship in the year between
the remuneration obtained by executive
directors and the Company’s profits, or
some other measure of enterprise results;
ACCIONA may arrange director liability
insurance and a director pension system.
3) 2010 REMUNERATION
3.1. Remuneration for performing the
oversight and collective decision-making
function deriving from membership of the
Board of Directors.
The total remuneration paid to the Board
of Directors for discharging its duties as
the Company’s governing body amounted
to €1,682,500 in 2010. This amount is
broken down as follows on the basis of
each director’s membership of the various
committees:
€75,000 for members of the Board of
Directors;
€25,000 for the independent Vice
Chairman;
€50,000 for members of the Executive
Committee;
€50,000 for members of the Audit
Committee;
€40,000 for members of the Appointments
Committee;
€40,000 for members of the Sustainability
Committee.
These are fixed annual amounts paid in
quarterly instalments, regardless of the
number of meetings that are held in the
year. No specific per diems are paid for
attending meetings.
The executive directors who are members
of the Executive Committee did not receive
any remuneration for their membership
of that committee as it was considered to
be included in the remuneration for their
professional services as directors.
The aforementioned amounts were
applied as from the second half of the
year and there were no subsequent
modifications. Following a detailed study
of remuneration paid by international and
IBEX 35 companies which was approved
by the Board of Directors at the session
held on 1 July 2009, the Nomination and
Remuneration Committee considered its
proposal to be in line with the market
rate in companies of similar size and
activity, and that comparable functions and
dedication should be remunerated in an
analogous manner without compromising
directors’ independence, while providing
a suitable incentive to even greater
involvement in the committees.
// 256
// 257
The following table shows the amounts received by each director for the performance of supervisory functions:
Members of
the Board of
Directors
€ 75,000
€ 75,000
Members of
the Executive
Committee
Members of the
Audit Committee
Members of the
NOMINATION &
REMUNERATION
Committee
Members of the
Sustainability
Committee
Total amount
paid for
administrative
functions
€ 40,000
€ 115,000
€ 75,000
Juan Manuel Urgoiti López-Ocaña
€ 100,000
€ 50,000
€ 75,000
€ 50,000
€ 75,000
€ 75,000
€ 75,000
€ 75,000
€ 75,000
€ 75,000
Miriam GonzÁlez DurÁntez (*)
€ 37,500
Lord tristan Garel-Jones
€ 75,000
€ 75,000
BelÉn Villalonga Morenés
€ 75,000
€ 75,000
Total
(*) Director who joined the Board in 2010.
€ 962,500
€ 50,000
€ 40,000
€ 50,000
€ 40,000
€ 50,000
€ 40,000
€ 240,000
€ 215,000
€ 40,000
€ 165,000
€ 40,000
€ 155,000
€ 37,500
€ 50,000
€ 50,000
€ 50,000
€ 125,000
€ 40,000
€ 215,000
€ 75,000
€ 150,000
€ 250,000
€ 160,000
€ 40,000
€ 115,000
€ 160,000
€ 1,682,500
3.2. Remuneration for executive functions
in the Company.
This item includes remuneration paid
to directors for performing executive
functions at the Company and its Group,
other than the collective oversight and
decision-making functions performed as
part of the Board or its committees.
It is governed by Article 55.6 of the Board
of Directors Regulation, which establishes
that remuneration of executive directors
derived from their membership of the
Board of Directors must be compatible
with other professional or occupational
remuneration they receive for executive or
consultancy functions they undertake at
ACCIONA or in its Group.
The Board of Directors must also ensure,
in the case of variable awards, that
remuneration policies include technical
safeguards to ensure that they reflect
the professional performance of the
beneficiaries and not simply the general
progress of the markets or the Company’s
sector, or other circumstances of this kind.
Remuneration policy for executive directors
to compensate their executive functions is
based on the following principles:
Overall remuneration must be
competitive with comparable institutions
in the industry;
The variable annual component must
be significant with respect to the fixed
component and it must be tied to
attainment of goals that are aligned with
shareholder interests;
It should include medium-term, multiyear variable remuneration systems that
encourage the attainment of goals on a
sustained basis over time, as well as the
retention of critical personnel related to
those objectives.
The components of remuneration should
basically be fixed remuneration and
variable remuneration (the latter including
the delivery of ACCIONA shares and
compensation in kind).
The Board of Directors considers that,
given the current number of executive
directors, transparency vis-à-vis the market
and shareholders can also be achieved by
disclosing aggregated remuneration, which
it deemed appropriate for 2010.
A) Fixed remuneration
The aggregate amount of fixed
compensation collected in 2010 by the
directors with executive functions in the
Company or Group was 1,531 thousand
euros.
The figures for the last three years, in
thousand euros, are as follows:
// 258
2008
2009
2010
1,256
1,269
1,531
B) Variable remuneration
The variable remuneration is based
essentially on meeting the economic
objectives set in the annual budget and
on the individual executive director’s
performance evaluation.
The aggregate amount of variable
remuneration collected in 2010,
corresponding to the bonus for 2009 results,
by directors who performed executive
functions in that year is 4,643 thousand
euros, including share-based payments.
The figures for the last three years, in
thousand euros, are as follows:
2008
2009
2010
4,462
3,819
4,643
C) In-kind remuneration
Compensation in kind is classified under
the following headings: use of vehicle;
healthcare insurance under an executive
policy; casualty insurance in the terms
granted to group staff, and; Company shares
under the Share Delivery Plan Regulation,
// 259
which is the largest item in this category at
114,000 euros.
D) Remuneration linked to the
Company’s shares.
As provided in Article 31.2 of the
Bylaws and Article 55.6 of the Board of
Directors Regulation, executive directors
may be beneficiaries of remuneration
systems which comprise the delivery
of shares or stock options or any other
remuneration system referenced to the
share price, subject to prior approval by the
Shareholders’ Meeting.
In law, and in accordance with the
Company’s Bylaws, the decision to offer
remuneration linked to the Group’s shares
lies with the Shareholders’ Meeting,
based on a proposal by the Board of
Directors following consultation with
the Nomination and Remuneration
Committee.
In 2010, Executive Directors received a
total of 1,311 shares and 7,942 stock
options according to the conditions
established in the Share Ownership Plan for
ACCIONA senior management, the details
of which are set out in the Company’s
2009 Annual Corporate Governance Report.
The options granted empower the holder
to acquire the same number of shares at
91.10 euros each.
E) Duration, notice periods and
indemnity clauses in the event of
termination of directors with executive
functions.
The term of the executive directors’
contract for their executive functions is
indefinite.
In any case, executive directors must
tender their resignation to the Board
of Directors and, if the latter deems it
appropriate, resign if they are removed
from the executive position that resulted in
their appointment as directors.
The rules for advance notice of termination
of contract are those established in the
employment contracts and, by default,
those contained in the current labor
legislation.
It is Company policy not to grant
termination indemnity clauses for its
executives, other than those established
in the current labor legislation for cases of
unfair dismissal, in the absence of a specific
agreement.
ACCIONA does not have any form of
pension or benefit plan that involves postemployment costs for the Company.
F) Relationship between directors’
remuneration for executive functions
and the Company’s earnings.
Below are the amounts of remuneration
collected by the directors for executive
functions and the Company’s consolidated
earnings obtained in the last three years, in
thousands of euros:
ExECUTIvE
DIRECTOR
REMUNERATION
EARNINGS
2008
2009
2010
5,964
8,259
6,325
464,471 1,263,191
167,219
G) 2011 Remuneration Policy
No significant changes are envisaged in
2011 in the remuneration system for
executive directors.
The aggregate amount of variable
remuneration to be collected in 2011,
corresponding to the bonus for 2010
results, by directors who performed
executive functions in that year is 4.32
million euros.
Moreover, if agreed by the Shareholders’
Meeting, each executive director will
receive 4,150 shares, of which he/she may
opt to receive up to 50% in stock options
in the ratio to be determined, under the
conditions established in the ACCIONA
Senior Management Share Delivery Plan
Regulation, approved by the General
Shareholders’ Meeting on 4 June 2009.
The options empower the holder to acquire
the same number of shares at 53 euros
each, and may be exercised between April
2014 and March 2017.
// 260
PUBLISHED BY:
ACCIONA, S.A.
Corporate Image & Global Marketing
Avda. de Europa, 18
Parque Empresarial La Moraleja
28108 Alcobendas
(Madrid) Spain
www.acciona.com
PRODUCTION:
MRM Worldwide Spain, S.A.
LEGAL DEPOSIT:
M-26524-2010
fALTA
LOGO PAPEL
Quitar gris y meter
en la caja el logo
Avda. de Europa, 18
Parque Empresarial La Moraleja
28108 Alcobendas
(Madrid). Spain
www.acciona.com

(complete version) - annual report

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