informe de auditores 2015

Transcription

01
INFORME
DE AUDITORES
2015
1
Informe de Auditores
Indra Informe de Auditores 2015
2
02
CONSOLIDATED
ANNUAL ACCOUNTS
2015
1. Statements Financial Position
2. Income Statements
3. Statements Changes in Equity
4. Statements of Cash Flows
5. Consolidated Report
6. Appendix
1
Consolidated Annual Accounts
Consolidated Statements of Financial Position at 31 December 2015 and 2014
(Expressed in thousands of Euros)
Assets
Property, plant and equipment
Note
2015
2014
6
136.927
127.348
Goodwill
8
470.408
583.285
Other intangible assets
9
289.213
289.833
11
8.943
5.664
Equity-accounted investees
Non-current financial assets
Deferred tax assets
12
36
Inventories
83.883
200.017
116.040
1.146.693
1.206.053
10 Y 17
1.655
7.656
13
70.167
231.149
Total non-current assets
Non-current assets held for sale
41.185
Other financial assets
14
72.806
76.237
Derivatives
14
1.701
777
Current tax assets
36
28.341
50.057
Trade and other receivables
Cash and cash equivalents
15
16
1.401.382
1.615.490
341.554
293.850
Total current assets
1.917.606
2.275.216
Total assets
3.064.299
3.481.269
Equity and Liabilities
Note
2015
2014
Subscribed capital
18
32.826
32.826
Share premium
18
375.955
375.955
Reserves
18
(1.464)
1.949
Other own equity instruments
18
17.259
17.046
Cash flow hedges
18
(30.409)
(19.866)
Own shares
18
(3.081)
(1.642)
Translation differences
18
(42.224)
(48.263)
Prior years' profit and loss
18
(54.823)
582.894
294.039
940.899
Equity attributable to owners of the Parent
Non-controlling interests
18
Total equity
13.607
12.675
307.646
953.574
Financial liabilities from issuing bonds and other marketable securities
20
237.543
229.686
Loans and borrowings
20
724.372
596.044
Other non-current financial liabilities
21
32.383
30.984
Government grants
22
5.994
12.958
Provisions for liabilities and charges
23
103.371
40.394
Deferred tax liabilities
36
3.330
1.821
1.106.993
911.887
Total non-current liabilities
Liabilities held for sale
10 y 17
1.302
Financial liabilities from issuing bonds and other marketable securities
24
729
38.891
Current loans and borrowings
24
78.648
91.971
Trade and other payables
25
1.173.181
1.175.343
Current tax liabilities
36
11.678
17.340
Other liabilities
26
353.186
273.770
Derivatives
26
30.936
18.493
Total current liabilities
1.649.660
1.615.808
Total equity and liabilities
3.064.299
3.481.269
The accompanying notes form an integral part of the consolidated annual accounts.
Indra Consolidated Annual Accounts and Management Report
3
2
Consolidated Income Statements for the years ended 31 December 2015
and 2014
Revenue
Self-constructed assets
Other income
Note
2015
2014
27
2.850.404
2.937.885
(90.400)
(6.333)
(33.127)
6.569
(7.846)
28
52.131
33.258
(100.080)
(188.106)
Translation differences
(840.615)
(757.219)
Cash flow hedges
18
(17.919)
(36.116)
Tax effect
18
5.017
10.835
29
(1.632.291)
(1.399.510)
Other operating expenses
31
(799.029)
(620.238)
Impairment and gains/losses on disposal of
fixed assets
32
(120.790)
(43.830)
6y9
(85.480)
(64.232)
Results from operating activities
(641.462)
(42.474)
Finance income
10
857
11.804
Finance costs
10
(59.444)
(61.253)
Share in losses of other investees
33
(5.477)
(1.748)
(64.064)
(51.197)
(377)
(3.345)
(705.903)
(97.016)
64.051
6.616
Loss for the year
(641.852)
(90.400)
Loss for the year attributable to
the Parent
(641.189)
(91.908)
Net finance cost
11
Loss before tax
Income tax
(641.852)
Other comprehensive income:
59.518
30
Loss of equity-accounted investees
2014
34.288
Personnel expenses
Depreciation and amortisation
Loss for the year
2015
9
Changes in inventories of finished goods
and work in progress
Materials and other supplies used
Note
36
Profit/(Loss) for the year attributable to
non-controlling interests
18
(663)
1.508
Basic loss per share (in Euros)
19
(3,9127)
(0,5609)
Diluted loss per share (in Euros)
19
(3,5045)
(0,4773)
Items to be reclassified in profit or loss:
Income and expense recognised directly in equity
Amounts transferred to the income statement
2.359
1.638
Cash flow hedges
18
3.276
2.129
Tax effect
18
(917)
(491)
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Total comprehensive loss attributable to the Parent company
Total comprehensive income/(loss) attributable to non-controlling interests
(3.974)
(31.489)
(645.826)
(121.889)
(645.693)
(123.790)
(133)
1.901
4
3
Consolidated Statements of Changes in Equity for the years ended
31 December 2015 and 2014
Share
Balance at 01.01.2014
Own
shares
Other own
equity
instruments
Capital
Premium
Reserves
Retained
earnings
32.826
375.955
4.465
731.242
(1.258)
-
(55.636)
(2.516)
-
Other comprehensive loss
Exchange
Differences
Cash
flow
hedges
Total
Non-controlling
interests
Total
16.999
(40.024)
3.777
1.123.982
10.680
1.134.662
-
-
-
-
(55.636)
(230)
(55.866)
-
(384)
-
-
-
(2.900)
-
(2.900)
(291)
-
-
-
-
(291)
46
(245)
(513)
-
47
-
-
(466)
278
(188)
Distribution of 2013 profit:
- Dividends
Transactions with own shares (note 18)
Acquisition from non-controlling interests
(note 18)
Other increases and decreases
Other comprehensive income/(loss) for
the year
-
-
-
-
(8.239)
(23.643)
(31.882)
393
(31.489)
Profit/(Loss) for the year
-
(91.908)
-
-
-
-
(91.908)
1.508
(90.400)
1.949
582.894
(1.642)
17.046
(48.263)
(19.866)
940.899
12.675
953.574
-
-
-
-
-
-
(270)
(270)
221
(1.439)
-
-
-
(1.218)
-
(1.218)
32.826
375.955
Distribution of 2014 loss:
- Dividends
Transactions with own shares (note 18)
Acquisition from non-controlling interests
(note 18)
-
(48)
-
-
-
-
(48)
1.380
1.332
(3.634)
3.520
-
213
-
-
99
(45)
54
Comprehensive loss for the year
-
-
-
-
6.039
(10.543)
(4.504)
530
(3.974)
Loss for the year
-
(641.189)
-
-
-
-
(641.189)
(663)
(641.852)
(1.464)
(54.823)
(3.081)
17.259
(42.224)
(30.409)
294.039
13.607
307.646
Other increases and decreases
32.826
375.955
5
4
Consolidated Statements of Cash Flow for the years ended 31 December
2015 and 2014
Loss for the year
Income tax (Note 36)
Loss before tax
2015
2014
(641.852)
(90.400)
(64.051)
(6.616)
(705.903)
(97.016)
Adjustments for:
-Provisions, grants and other
2015
2014
(11.081)
(19.855)
Intangible assets
(32.907)
(55.295)
Financial assets
(5.719)
(13.653)
1.010
4.963
565
791
Interest received
2.986
4.857
6.251
13.517
(38.895)
(64.675)
(2.034)
(6.928)
(520)
(174)
-
(55.636)
4.004
5.340
Increase/(decrease) in loans and borrowings
104.367
(42.130)
Interest paid
(44.219)
(46.207)
2.750
-
Payments for the acquisition of:
Proceeds from the sale of:
Grants (note 28)
(42.120)
(23.649)
Provisions for trade and other receivables (note 15)
127.413
59.764
Changes in trade provisions (note 26)
87.518
(30.906)
Current provision for personnel restructuring (note 26)
51.300
-
Other cash flows from investing activities
Non-current provision for personnel restructuring (note 23)
40.860
-
Cash flows used in investing activities
120.790
43.830
Changes in own shares
22.892
(2.315)
Dividends paid to non-controlling interests
408.653
46.724
Ordinary dividend of the Parent
85.480
64.232
Increase in grants
377
3.345
58.587
49.449
1.446
434
(151.360)
67.168
Net cash flows from (used in) financing activities
64.348
(145.735)
50.491
(52.495)
Net increase/(decrease) in cash and cash equivalents
49.565
(70.623)
Change in inventories
153.393
179.846
Cash and cash equivalents at beginning of the year
293.850
363.071
Changes in trade and other payables
(21.700)
(2.117)
Effect of exchange rate fluctuations on cash and cash equivalents
(1.861)
1.402
182.184
125.234
Net increase/(decrease) in cash and cash equivalents
49.565
(70.623)
(6.712)
(52.615)
341.554
293.850
24.112
139.787
Losses on disposal of fixed assets (note 32)
Other
-Amortisation and depreciation (notes 6 and 9)
- Loss of associates (note 11)
- Finance costs (note 11)
+ Dividends received
Operating profit/(loss) before changes in working capital
Changes in trade and other receivables
Cash flows from operating activities
Income tax paid
Net cash flows from operating activities
Financial assets
Changes in other investments
Cash and cash equivalents at year end
6
5
Consolidated
Annual Accounts
1. NATURE, COMPOSITION AND
ACTIVITIES OF THE GROUP
The Parent of the Group, Indra Sistemas, S.A. (hereinafter
the Parent), adopted its present name at an extraordinary
shareholders’ meeting held on 9 June 1993. Its registered
office is located at Avenida Bruselas 35, Alcobendas (Madrid,
Spain).
The Parent is listed on the Madrid, Barcelona, Valencia and
Bilbao stock exchanges in Spain (note 18) and included in
the selective IBEX 35 Index.
The statutory activity of the Parent consists of the
design, development, production, integration, operation,
maintenance, repair and marketing of systems, solutions and
products that make use of information technology, as well
as any part or component thereof and any type of related
services, including the civil engineering works required
for their installation, applicable to any field or sector;
the provision of business and management consultancy,
technological consultancy and training services for any
field or sector and outsourcing services of activities and
processes in any field or sector.
The consolidated companies, their registered offices,
activities and the percentage interest held in these
companies are shown in Appendix I, which forms an integral
part of the notes to the consolidated annual accounts for
the year ended 31 December 2015.
The Group incorporated the following subsidiaries during the
year ended 31 December 2015:
• On 9 February 2015 the Parent and the Spanish
subsidiary Indra Business Consulting, S.L.U. incorporated
the Saudi company Indra Technology Solutions, Co. Ltd,
subscribing and paying up 100% of the share capital of
SAR 5 million (Euros 1,225 thousand).
• On 10 February 2015 the subsidiary Indra Slovakia a.s.
incorporated the Slovakian company Indra Slovensko, s.r.o.,
subscribing and paying up 100% of the Euros 5 thousand
share capital.
• On 15 July 2015 the Parent incorporated the Omani
company, Indra L.L.C. and subscribed and paid up 99%
of its share capital for an amount of Euros 46 thousand
(OMR 20 thousand). The Spanish subsidiary, Indra
Business Consulting S.L.U., subscribed the other 1%.
During the year ended 31 December 2015 the Group
derecognised the following subsidiaries:
• On 20 November 2015 the Parent sold its interest in the
subsidiary Soluziona, S.P. CA for Euros 93 thousand. The
Parent will have the right to receive a maximum variable
price for this transaction depending on the achievement
of certain conditions and financial variables that
guarantee the viability of the business sold.
• On 28 December 2015 the subsidiary Indra Sistemas
Chile, S.A. dissolved and liquidated its investee Soluziona C
y S Holding, S.A.
• On 31 December 2015 the subsidiary Indra USA, Inc. was
merged by absorption with the subsidiary Indra Systems,
Inc.
During the year ended 31 December 2015 the Group
increased its percentage ownership of the following
7
5
subsidiaries, which it already controlled:
• On 14 October 2015 the Parent company acquired an
additional 0.1% interest in Indra Philippines, Inc. for Euros
63 thousand (PHP 3,306 thousand), taking its ownership
interest to 50.10%.
During the year ended 31 December 2014 the Group did not
incorporate any subsidiaries and derecognised the following
subsidiaries:
• On 31 January 2014 the subsidiary Prointec, S.A.,
dissolved and wound up its Irish investee Prointec Civil
Engineering Consultancy Limited.
Also during the year ended 31 December 2014 the Group
increased its percentage ownership of the following
subsidiaries, which it already controlled:
• On 9 January 2014, the subsidiary, Indra Business
Consulting S.L., acquired the remaining shares in its
subsidiary Tourisme & Leisure Advisory Services, S.L.
After this acquisition it owned 100% of the company and
subsequently absorbed it.
• On 26 January 2014, the Parent acquired the remaining
shares of its subsidiary Prointec S.A. for Euros 127
thousand. As a result of this acquisition, this company is
now wholly-owned by the Group.
• On 5 June 2014 the subsidiary Advanced Logistics
Group, S.A. acquired 10% of the shares of its subsidiary
Europraxis-ALG Consulting Andina S.A.C for Euros 27
• On 6 October 2014 the Parent acquired the other 20%
of the shares of its subsidiary International Financial
Operational Services, S.A. (IFOS) for Euros 0.3 thousand.
As a result of this acquisition, this company is now whollyowned by the Group.
• On 27 October 2014 the subsidiary Indra Sistemas
Magreb, S.R.L. acquired the other 34% of the shares in the
Moroccan affiliate, Europraxis ALG Maroc, S.R.L., for Euros
78 thousand. As a result of this acquisition, this company
is now wholly-owned by the Group.
2. BASIS OF PRESENTATION AND
COMPARATIVE INFORMATION
The accompanying consolidated annual accounts have
been prepared by the directors of the Parent on the basis
of the accounting records of Indra Sistemas, S.A. and the
subsidiaries forming the Indra Group. The consolidated
annual accounts for 2015 have been prepared in accordance
with International Financial Reporting Standards as adopted
by the European Union (IFRS-EU), and other applicable
provisions in accordance with article 48 of the Spanish
Code of Commerce, to present a true and fair view of the
consolidated equity and consolidated financial position of
Indra Sistemas, S.A. and subsidiaries at 31 December 2015
and consolidated results of operations and changes in
consolidated equity and cash flows of the Group for the year
then ended.
The Group adopted IFRS-EU on 1 January 2004.
The directors of the Parent consider that the consolidated
annual accounts for 2015, authorised for issue on 17 March
2016, will be approved with no changes by the shareholders
at their annual general meeting.
The consolidated annual accounts for 2014 were approved
by the shareholders at their annual general meeting held on
25 June 2015.
Presentation and format
The figures disclosed in the consolidated annual accounts
are expressed in thousands of Euros, the Parent’s functional
and presentation currency, rounded off to the nearest thousand. Foreign currency transactions are translated following
the principles described in note 4 x).
Relevant accounting estimates and assumptions
Relevant accounting estimates and judgements and
other estimates and assumptions have to be made when
applying the Group’s accounting principles to prepare the
consolidated annual accounts in conformity with IFRSEU. A summary of the items requiring a greater degree
of judgement or which are more complex, or where the
assumptions and estimates made are significant to the
preparation of the consolidated annual accounts, is as
follows:
As its principal activity, the Group carries out projects
commissioned by customers. The Group recognises income
from contracts using the percentage of completion method.
This method is based on estimating the total project costs
and income, costs to complete the contract, contractual
risk and other parameters. Group management reviews all
estimates on an ongoing basis and adjusts them accordingly.
• Expenditure on development projects is capitalised
under development costs when it is probable that the
cost of the asset will be offset by future economic
benefits. Development projects in progress are tested for
impairment by discounting the expected cash flows over
their estimated useful life. Intangible assets are amortised
based on the best estimates of their useful lives. The
estimation of useful lives requires a certain degree of
subjectivity, and, to ensure that estimates are adequately
supported, they are based on reports prepared by the
corresponding technical departments.
• The Group tests goodwill for impairment on an annual
basis. The calculation of the recoverable amount of a
division to which goodwill has been allocated requires the
use of estimates. The recoverable amount is the higher
of fair value less costs to sell and value in use. The Group
generally uses cash flow discounting methods to calculate
these values. Cash flow discounting calculations are based
on five-year projections that take into consideration past
experience and represent management’s best estimate
of future market performance. From the fifth year cash
8
5
flows are extrapolated using individual growth rates.
The key assumptions employed when determining these
values include growth rates, the weighted average cost
of capital, tax rates and the level of working capital (see
note 8).
• The Group estimates the useful lives of property, plant
and equipment and intangible assets to calculate the
corresponding depreciation and amortisation expenses.
Determining the useful life of assets requires estimates
of expected technological developments, which implies
a significant degree of judgement. Factors such as
technological obsolescence, the cancellation of certain
projects and other changes in estimated circumstances
must be taken into consideration when assessing possible
impairment
• The Group makes provisions for liabilities and charges.
The final cost of litigation and contingencies may vary
depending on the interpretation of the legislation,
opinions and ultimate evaluations. Any variations in these
circumstances could have a significant effect on the
amounts recognised under provisions for liabilities and
charges.
• The Group recognises deferred tax assets for all
deductible temporary differences, deductions and tax loss
carryforwards available for offset provided that it is likely
that the Group will have sufficient taxable income against
which these assets can be utilised. To determine the
amount of the deferred tax assets to be recognised, the
Group estimates the amounts and dates on which future
taxable profits will be obtained and the reversal period of
temporary differences.
• The Group is subject to regulatory and legal processes and
inspections by government bodies in various jurisdictions.
The Group recognises a provision if it is probable that an
obligation will exist at year end which will give rise to an
outflow of resources embodying economic benefits and
the outflow can be reliably measured. Legal processes
usually involve complex legal issues and are subject to
substantial uncertainties. As a result, management uses
significant judgement when determining whether it is
probable that the process will result in an outflow of
resources embodying economic benefits and estimating
the amount.
• Valuation allowances for bad debts require management
to exercise considerable judgement and to review
individual balances based on customers’ credit ratings,
current market trends, and historical analysis of bad debts
at an aggregated level.
• The calculation of provisions for onerous contracts
is subject to a high degree of uncertainty. The Group
recognises provisions for onerous contracts when
estimated total costs exceed the economic benefits
expected to be received under the contract. These
estimates are subject to change based on new
information received due to the stage of completion.
Although these estimates are calculated based on the
best information available at the date on which these
consolidated annual accounts were prepared, future events
may require changes to these estimates in future years. Any
such changes would be made prospectively and the effects
recognised in the consolidated annual accounts for future
years.
Standards and interpretations approved by the
European Union applied for the first time in the
consolidated annual accounts for the year ended
31 December 2015
The standards applied for the first time in the consolidated
annual accounts for the year ended 31 December 2015 are
as follows:
• IFRIC 21 Levies. This interpretation of IAS 37 Provisions,
Contingent Liabilities and Contingent Assets provides
guidance on when to recognise a liability in the financial
statements for a government levy, other than income tax
or fines or penalties imposed for breaches of legislation.
The interpretation indicates that the liability should be
recognised when the obligating event that gives rise to
the liability occurs, which is normally the activity and the
date identified by the legislation as the trigger of the levy,
in other words, the taxable event and the tax obligation.
• Annual Improvements to IFRSs, 2011-2013 Cycle. The
improvements in this cycle include amendments to four
standards. Apart from a change to IFRS 1 First-Time
Adoption of International Financial Reporting Standards,
the following standards have been amended: IFRS 3
Business Combinations (clarifies that IFRS 3 is not
applicable to the formation of a joint arrangement in the
financial statements of the joint arrangement itself); IFRS
13 Fair Value (amends the scope exception for measuring
the fair value of a group of financial assets and financial
liabilities on a net basis; the portfolio exception); IAS 40
Investment Property (clarifies that IAS 40 and IFRS 3
Investments are not mutually exclusive and that both
standards might have to be applied).
The adoption of these amendments has not had a
significant impact on the consolidated annual accounts.
1. Indra expects to adopt the following EUapproved standards and interpretations – not
effective from 1 January 2015 – as of 1 January
2016 or at a later date (none have been
adopted early)
• Amendments to IAS 19: Employee Benefits. These
simplify the accounting of employee contributions
to defined benefit plans that are independent of the
number of years of employee service. As a result, these
contributions may be recognised as a reduction in the
service cost in the year in which the service is rendered,
rather than attributing contributions to all years of
employee service. Effective for annual periods beginning
on or after 1 February 2015.
• The 2010-2012 annual amendments to IFRS. Changes
are made to the following standards: IAS 16: Property,
Plant and Equipment, IAS 38: Intangible Assets, IAS 24:
Related Party Disclosures, IFRS 2: Share-based Payment,
9
5
IFRS 3: Business Combinations and IFRS 8: Operating
Segments. Effective for annual periods beginning on or
after 1 February 2015.
• Amendment to IAS 16 and IAS 38: Acceptable
depreciation and amortisation methods. The amendment
clarifies acceptable methods of depreciation and
amortisation of property, plant and equipment and
intangible assets, which do not include revenue-based
methods. Effective for annual periods beginning on or
after 1 January 2016.
• Amendment to IFRS 11 Accounting for Acquisitions of
Interests in Joint Operations. The amendment specifies
how to account for the acquisition of an interest in a
joint operation in which the activity of the joint operation
constitutes a business. Effective for annual periods
beginning on or after 1 January 2016.
• The 2012-2014 annual amendments to IFRS. The
following standards are amended: IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations, IFRS
7 Financial Instruments: Disclosures, IAS 19 Employee
Benefits, IAS 34 Interim Financial Reporting. Effective for
annual periods beginning on or after 1 January 2016.
• Amendment of IAS 1: Disclosure Initiative. This
amendment includes various clarifications with regard
to disclosures (materiality, aggregation, order of notes,
etc.). Effective for annual periods beginning on or after 1
January 2016.
From the analysis of the new standards and amendments
to be applied in years beginning on or after 1 January 2016
the Group does not expect their application to have any
significant impact on the consolidated annual accounts.
2. Standards and interpretations issued by
the International Accounting Standards Board
(IASB), pending EU approval:
• IFRS 15: Revenue from Contracts with Customers. New
revenue recognition standard (replaces IAS 11, IAS 18,
IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31). Mandatory
application for annual periods beginning on or after 1
January 2018.
• IFRS 9 Financial instruments. Replaces the requirements
in IAS 39 for classification, measurement, recognition and
derecognition of financial assets and financial liabilities,
hedge accounting and impairment. Mandatory application
for annual periods beginning on or after 1 January 2018.
• IFRS 16 Leases. A new standard on leases that
supersedes IAS 17. Lessees shall include all leases in
the statement of financial position treating them as
purchases on a financed basis. Mandatory application for
annual periods beginning on or after 1 January 2019.
• Amendments to IFRS 10 and IAS 28 Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture. Clarification on recognising gains and losses on
sales or contributions of a business or an asset. No date
of application has been defined in the European Union.
• Amendments to IFRS 10, IFRS 12 and IAS 28: Investment
Entities. Clarifications on the exception to consolidation
for investment entities. Mandatory application for annual
periods beginning on or after 1 January 2016.
• Amendments to IAS 12: Recognition of deferred tax
assets for unrealised losses. It clarifies that unrealised
losses on debt instruments measured at fair value
(available-for-sale financial instruments) for which the
tax base is the cost of acquisition give rise to deductible
temporary differences irrespective of whether the asset
holder expects to recover the asset’s value through its
sale or use. Mandatory application for annual periods
beginning on or after 1 January 2017.
• Amendments to IAS 7: Disclosure Initiative. This
amendment incorporates disclosure requirements relating
to financing activities in the statement of cash flows.
Mandatory application for annual periods beginning on or
after 1 January 2017.
At the date of authorisation of these consolidated annual
accounts, the Indra Group’s management is assessing the
impact that application of these standards would have on
the consolidated financial statements if they are finally
approved by the European Union. However, their impact is
not expected to be significant except in the cases of IFRS 9
Financial Instruments, IFRS 15 Revenue from Contracts with
Customers and IFRS 16 Leases, the analyses of which have
not yet been completed.
a. Comparative information
As required by IFRS-EU, these consolidated annual accounts
for 2015 present comparative figures for the prior year.
The consolidated annual accounts for the year ended 31
December 2015 are the first that the Group has prepared
applying the Spanish Institute of Accountants and Auditors’
Resolution of 29 January 2016 on disclosures of average
supplier payment periods in the notes to the consolidated
annual accounts. Accordingly, the consolidated annual
accounts for the year ended 31 December 2015 are
considered to be the first consolidated annual accounts
solely for the purposes of the comparison requirements and
the principal of consistency in connection with this new
obligation, and do not therefore contain comparative figures
(see note 25).
3. APPLICATION OF LOSSES/
DISTRIBUTION OF PROFIT
The Parent’s board of directors will propose at the
shareholders’ general meeting that the loss of Euros
466,181,909.77 be applied to prior years losses and that
an amount of Euros 14,012,547.70 be transferred from
voluntary reserves to the goodwill reserve.
The directors of the different Group companies have
proposed the distribution/application of these companies’
profits/losses for 2015. These proposals are pending
approval by the shareholders at their respective annual
general meetings.
10
5
4. SIGNIFICANT ACCOUNTING
PRINCIPLES
The consolidated annual accounts have been prepared in
accordance with European Union-endorsed International
Financial Reporting Standards (IFRS-EU).
The accounting policies set out below have been applied
consistently in the periods presented in these consolidated
annual accounts.
The most significant principles are as follows:
Subsidiaries and business combinations
Subsidiaries are entities, including structured entities,
over which the Parent, either directly or indirectly through
subsidiaries, exercises control. The Parent controls a
subsidiary when it is exposed, or has rights, to variable
returns from its involvement with the subsidiary and has the
ability to affect those returns through its power over the
subsidiary. The Parent has power over a subsidiary when
it has existing substantive rights that give it the ability to
direct the relevant activities. The Parent is exposed, or has
rights, to variable returns from its involvement with the
subsidiary when its returns from its involvement have the
potential to vary as a result of the subsidiary’s performance.
A structured entity is an entity that has been designed so
that voting or similar rights are not the dominant factor
in deciding who controls the entity, such as when any
voting rights relate to administrative tasks only and the
relevant activities are directed by means of contractual
arrangements.
Subsidiaries are consolidated from the acquisition date until
the date control ceases.
Subsidiaries are fully consolidated. Therefore, their assets,
liabilities, income, expenses and cash flows are included
in the consolidated annual accounts after adjusting and
eliminating intra-Group transactions.
As permitted by IFRS 1 First-time Adoption of International
Financial Reporting Standards, the Group has recognised
only business combinations that occurred on or after 1
January 2004, the date of transition to IFRS-EU, using the
acquisition method. Entities acquired prior to that date
were recognised in accordance with accounting principles
prevailing at that time, taking into account the necessary
corrections and adjustments at the transition date.
The Group applied IFRS 3 Business Combinations, revised in
2008, to transactions carried out since 1 January 2010.
For business combinations carried out prior to 1 January
2010, the cost of the business combination includes
contingent consideration, if this is probable at the
acquisition date and can be reliably estimated. Subsequent
recognition of or changes to contingent consideration are
recognised as a prospective adjustment to the cost of the
business combination.
The Group applies the acquisition method for business
combinations.
The acquisition date is the date on which the Group obtains
control of the acquiree.
At the acquisition date the Group recognises the assets
acquired, liabilities assumed and any non-controlling interest
at fair value. Non-controlling interests in the acquiree are
recognised at the proportionate interest in the fair value of
the net assets acquired. These criteria are only applicable for
non-controlling interests which grant entry into economic
benefits and entitlement to the proportional part of net
assets of the acquiree in the event of liquidation. Otherwise,
non-controlling interests are measured at fair value or
value based on market conditions. Liabilities assumed
include any contingent liabilities that represent present
obligations arising from past events for which the fair
value can be reliably measured. The Group also recognises
indemnification assets transferred by the seller at the same
time and following the same measurement criteria as the
item that is subject to indemnification from the acquiree,
taking into consideration, where applicable, the insolvency
risk and any contractual limit on the indemnity amount.
With the exception of lease and insurance contracts,
the assets acquired and liabilities assumed are classified
and designated for subsequent measurement based on
contractual agreements, economic terms, accounting and
operating policies and any other conditions existing at the
acquisition date.
The consideration transferred in a business combination is
calculated as the sum of the acquisition-date fair values of
the assets transferred, the liabilities incurred or assumed,
the equity instruments issued and any consideration
contingent on future events or compliance with certain
conditions in exchange for control of the acquiree.
The consideration transferred excludes any payment
that does not form part of the exchange for the acquired
business. Since 1 January 2010, acquisition costs have been
recognised as an expense when incurred.
The excess between the consideration given, plus the value
assigned to non-controlling interests, and the value of net
assets acquired and liabilities assumed, is recognised as
goodwill. Any shortfall, after evaluating the consideration
given, the value assigned to non-controlling interests and
the identification and measurement of net assets acquired,
is recognised in profit or loss.
Contingent liabilities are recognised until settlement,
cancellation or expiration at the higher of the initially
recognised amount, less any amounts that should be taken
to consolidated profit or loss in accordance with revenue
recognition criteria, and the amount resulting from provision
measurement criteria.
Non-controlling interests are disclosed in consolidated
equity separately from equity attributable to shareholders
of the Parent. Non-controlling interests’ share in
consolidated profit or loss for the year (and in consolidated
total comprehensive income for the year) is disclosed
separately in the consolidated income statement and
1. Non-controlling interests
11
5
consolidated statement of comprehensive income.
The consolidated profit or loss for the year (consolidated
total comprehensive income for the year) and changes in
equity of the subsidiaries attributable to the Group and
non-controlling interests after consolidation adjustments
and eliminations, is determined in accordance with the
percentage ownership at year end, without considering the
possible exercise or conversion of potential voting rights and
after discounting the effect of dividends, agreed or not, on
cumulative preference shares classified in equity accounts.
However, Group and non-controlling interests are calculated
taking into account the possible exercise of potential voting
rights and other derivative financial instruments which, in
substance, currently give access to the returns associated
with the interests held, such as entitlement to a share in
future dividends and changes in the value of subsidiaries.
The excess of losses attributable to non-controlling
interests incurred prior to 1 January 2010, which cannot
be attributed to them as such losses exceed their interest
in the equity of the subsidiary, is recognised as a decrease
in equity attributable to equity holders of the Parent,
except when the non-controlling interests are obliged to
assume part or all of the losses and are in a position to
make the necessary additional investment. Profits obtained
in subsequent years are allocated to equity attributable
to equity holders of the Parent until the non-controlling
interest’s share in prior years’ losses is recovered.
As of 1 January 2010, profit and loss and each component
of other comprehensive income are allocated to equity
attributable to shareholders of the Parent and to noncontrolling interests in proportion to their investment, even
if this results in a balance receivable from non-controlling
interests. Agreements entered into between the Group
and non-controlling interests are recognised as a separate
transaction.
The increase and reduction of non-controlling interests in
a subsidiary in which control is retained is recognised as
an equity instrument transaction. Consequently, no new
acquisition cost arises in increases nor is a gain recorded on
reductions, rather, the difference between the consideration
transferred or received and the carrying amount of the
non-controlling interests is recognised in the reserves of the
investor, without prejudice to reclassifying consolidation
reserves and reallocating other comprehensive income
between the Group and the non-controlling interests.
When a Group’s investment in a subsidiary diminishes, noncontrolling interests are recognised at their share of the
consolidated net assets, including goodwill.
The Group recognises put options on investments in
subsidiaries extended to non-controlling interests at the
date of acquisition of a business combination as an advance
purchase of the investments, recognising a financial liability
at the present value of the best estimate of the payable,
which forms part of the consideration given.
In subsequent years any variation in the financial liability,
including the financial component, is recognised in reserves.
Any discretionary dividends paid to non-controlling interests
before the exercise date of the options are recognised
as a distribution of profit. If the options are ultimately
not exercised, the transaction is recognised as a sale of
investments to non-controlling interests.
Puttable financial instruments and obligations arising
on liquidation, which qualify for classification as equity
instruments in the separate financial statements of the
subsidiaries, are classified as financial liabilities in the
consolidated annual accounts and not as non-controlling
interests.
Group accounting policies for like transactions and events in
similar circumstances.
The annual accounts or financial statements of the
subsidiaries used in the consolidation process have been
prepared as of the same date and for the same period as
those of the Parent.
Joint arrangements
Joint arrangements are those in which there is a contractual
agreement to share the control over an economic activity,
in such a way that decisions about the relevant activities
require the unanimous consent of the Group and the
remaining venturers or operators. The existence of joint
control is assessed considering the definition of control over
subsidiaries.
1. Joint ventures
Investments in joint ventures are accounted for using the
equity method described in c) below.
2. Joint operations
2. Other aspects relating to the consolidation of
subsidiaries
For joint operations, the Group recognises the assets,
including its share of any assets held jointly, the liabilities,
including its share of any liabilities incurred jointly with
the other operators, the revenue from the sale of its share
of the output from the joint operation and the expenses,
including its share of any expenses incurred jointly, in the
consolidated annual accounts.
Transactions and balances with Group companies and
unrealised gains or losses have been eliminated on
consolidation. Nevertheless, unrealised losses have been
considered as an indicator of impairment of the assets
transferred.
In sales or contributions by the Group to the joint operation,
it recognises the resulting gains and losses only to the
extent of the other parties’ interests in the joint operation.
When such transactions provide evidence of a reduction
in net realisable value or an impairment loss of the assets
transferred, such losses are recognised in full.
The subsidiaries’ accounting policies have been adapted to
In purchases by the Group from a joint operation, it only
12
5
recognises the resulting gains and losses when it resells
the acquired assets to a third party. However, when
such transactions provide evidence of a reduction in net
realisable value or an impairment loss of the assets, the
Group recognises its entire share of such losses.
The Group’s acquisition of an initial and subsequent share
in a joint operation is recognised following the same criteria
used for business combinations, at the percentage of
ownership of each individual asset and liability. However,
in subsequent acquisitions of additional shares in a joint
operation, the previous share in each asset and liability is not
subject to revaluation.
Equity-accounted investees
Associates are entities over which the Parent, either directly
or indirectly through subsidiaries, exercises significant
influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee
but is not control or joint control over those policies. The
existence of potential voting rights that are exercisable or
convertible at the end of each reporting period, including
potential voting rights held by the Group or other entities,
are considered when assessing whether an entity has
significant influence.
Investments in associates are accounted for using the
equity method from the date that significant influence
commences until the date that significant influence ceases.
The Group’s share of the profit or loss of an associate from
the date of acquisition is recognised as an increase or
decrease in the value of the investments, with a credit or
debit to share of the profit or loss for the year of equityaccounted investees in the consolidated income statement.
Intangible assets
1. Goodwill
Goodwill (see note 8) on business combinations carried
out subsequent to the transition date (1 January 2004) is
initially measured at an amount equivalent to the difference
between the cost of the business combination and the
Group’s share of the net fair value of the assets acquired
and liabilities and contingent liabilities assumed from the
acquired subsidiary or joint venture.
» There is evidence of the project’s technical success, in
terms of direct operation or sale to a third party of the
results thereof once completed and if a market exists.
Goodwill is not amortised but is tested for impairment
annually or more frequently where events or circumstances
indicate that an asset may be impaired. Goodwill on business
combinations is allocated to the cash-generating units
(CGUs) that are expected to benefit from the synergies
of the business combination and the criteria described in
section g) of this note are applied. After initial recognition,
goodwill is measured at cost less any accumulated
impairment losses.
» Financing to develop the project, the availability of
adequate technical and other resources to complete the
development and to use or sell the resulting intangible
asset are reasonably assured.
Impairment losses on goodwill are not reversed in
subsequent years.
2. Other intangible assets
Intangible assets are stated at cost of acquisition or
production, less any impairment losses resulting from annual
testing, as described in section g) of this note. Intangible
assets include the following:
• Development expenses: which represent direct costs
incurred in developments specifically attributable to
individual projects.
Expenditure on research, development and innovation
projects (R&D and innovation) are recognised directly in
the consolidated income statement for the corresponding
period, except for costs incurred on development projects,
which are capitalised under development costs when the
following conditions exist:
» The expenditure to carry out the project can be
measured reliably.
» The allocation, assignment and timing of costs for each
project are clearly defined.
» The economic and commercial feasibility of the project
is reasonably assured.
There is an intention to complete the intangible asset
for its use or sale.
Development expenses are only capitalised when there
is certainty that a project will generate future income
to offset the costs capitalised for the project.
The Company performs the corresponding impairment
testing on development projects in case any
impairment has to be recognised. The development
costs are capitalised under development costs as soon
as they meet the criteria for capitalisation. Once the
development is completed, the Group reclassifies these
costs to computer software and begins to amortise
them.
Development costs (which are transferred to computer
software) are amortised once the asset is available for
use after the development process and the applicable
quality tests and controls have been completed.
• Computer software: expenses incurred on the acquisition
of computer software or licences, as well as costs related
to programs developed by the Group, are capitalised when
these assets contribute to the generation of income.
Amounts capitalised do not include costs incurred
to modify or upgrade programs used by the Group or
expenses arising from review, consultancy and training
services rendered by third parties in relation to the
implementation of computer software.
13
5
Computer software acquired in business combinations
is recognised at the transaction-date fair value of the
identifiable asset.
The cost of completed development projects is
transferred to computer software and amortised on the
basis of the estimated useful life of the asset.
• Industrial property: is stated at cost and amortised over
the period of use stipulated therein.
Industrial property acquired in business combinations
is recognised at the transaction-date fair value of the
identifiable asset.
Useful life and amortisation rates: The Company assesses
whether the useful life of each intangible asset acquired is
finite or indefinite. An intangible asset is regarded as having
an indefinite useful life when there is no foreseeable limit
to the period over which the asset will generate net cash
inflows.
Intangible assets with finite useful lives are amortised
by allocating the depreciable amount of an asset on
a systematic basis over its useful life, by applying the
following criteria:
Amortisation
method
Estimated
years of useful
life
Patents, licences, and
trademarks
lineal
10 years
Computer software
lineal
1 to 10 years
The depreciable amount of intangible assets is measured as
the cost of the asset, less any residual value.
The Company considers that the residual value of the assets
is zero unless:
a) There is a commitment by a third party to purchase the
asset at the end of its useful life.
Estimated years of
useful life
b) There is an active market for the intangible asset and:
I. residual value can be determined by reference to that
market; and
II. it is probable that such a market will exist at the end of
the asset’s useful life.
The Company reviews the residual value, useful life and
amortisation method for intangible assets at each financial
year end. Changes to initially established criteria are
accounted for as a change in accounting estimates.
Intangible assets with indefinite useful lives are not
amortised, but are instead tested for impairment on an
annual basis or whenever there is an indication that the
intangible asset may be impaired.
Property, plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment
losses. Costs of expansion, modernisation or improvements
which increase the productivity, capacity or efficiency
or extend the useful lives of assets are capitalised as an
increase in the cost of those assets. Repair and maintenance
costs are recognised in the consolidated income statement
when incurred.
The cost of property, plant and equipment or, where
applicable, the value assigned by independent experts
is depreciated on a straight-line basis over the following
average estimated useful lives:
Buildings
50
Technical installations, machinery and
other installations
10
Furniture
10
Information technology equipment
4
Motor vehicles
7
Other property, plant and equipment
10
The Group reviews residual values, useful lives and
depreciation methods at each financial year end. Changes to
initially established criteria are accounted for as a change in
accounting estimates.
Investment property
Investment property, including assets under construction or
development, is property which is totally or partially held to
earn rentals or for capital appreciation or both. Investment
property is initially recognised at cost, including transaction
costs.
After initial recognition, investment property is measured
using the cost or deemed cost criteria applicable to property,
plant and equipment. Details of the depreciation methods
and useful lives are provided in that note.
Lease income is recognised using the criteria described in
section h).
Impairment of non-financial assets subject to
amortisation or depreciation
The Group evaluates whether there are indications of
14
5
possible impairment losses on non-financial assets subject
to amortisation or depreciation to verify whether the
carrying amount of these assets exceeds the recoverable
amount.
The Group tests goodwill, intangible assets with indefinite
useful lives and intangible assets that are not yet ready
to enter service for potential impairment at least annually,
irrespective of whether there is any indication that the
assets may be impaired.
The recoverable amount of the assets is the higher of their
fair value less costs of disposal and their value in use.
An asset’s value in use is measured based on the future
cash flows the Group expects to derive from use of the
asset, expectations about possible variations in the amount
or timing of those future cash flows, the time value of
money, the price for bearing the uncertainty inherent in
the asset and other factors that market participants would
reflect in pricing the future cash flows the Group expects to
derive from the asset.
Negative differences resulting from comparison of the
carrying amounts of the assets with their recoverable
amount are recognised in profit or loss.
Recoverable amount is determined for each individual asset,
unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of
assets. If this is the case, recoverable amount is determined
for the cash-generating unit (CGU) to which the asset
belongs.
This year the Group uses detailed calculations made in a
preceding year of the recoverable amount of a CGU to which
an intangible asset of indefinite life or goodwill has been
included, provided the following requirements are met:
a) The assets making up that unit have not changed
significantly since the most recent recoverable amount
calculation;
in an amount that exceeded the carrying amount of the unit
by a substantial margin; and
c) based on an analysis of events that have occurred and
circumstances that have changed since the most recent
recoverable amount calculation, the likelihood that a current
recoverable amount determination would be less than the
asset’s carrying amount is remote.
If there is an indication of impairment of a CGU to which
goodwill has been unable to be allocated, the Group tests
the CGU for impairment first, excluding any goodwill and
recognises, where applicable, any impairment loss at CGU
level. The Group then tests the group of CGUs to which
goodwill has been allocated for impairment and recognises,
where applicable, any impairment loss at CGU group level.
In testing a CGU for impairment, the Group identifies all
the corporate assets that relate to the CGU. If a portion
of the corporate assets can be allocated on a reasonable
and consistent basis to the CGU, the Group compares
the carrying amount of the CGU, including the corporate
asset, with its recoverable amount and, where applicable,
recognises any impairment loss at CGU level. If the Group
cannot allocate a portion of the corporate assets on a
reasonable and consistent basis to the CGU, it compares
the carrying amount of the unit, excluding the corporate
asset, with its recoverable amount and recognises, where
applicable, any impairment loss at CGU level. The Group
identifies the smallest group of CGUs to which the carrying
amount of the corporate asset can be allocated on a
reasonable and consistent basis and compares the carrying
amount of the group of CGUs, including the corporate
assets, with the recoverable amount and recognises, where
applicable, the impairment loss at CGU group level.
Impairment losses for cash-generating units are allocated
first to reduce the carrying amount of goodwill allocated to
the unit and then to the other assets of the unit pro rata
with their carrying amounts. The carrying amount of each
asset may not be reduced below the highest of its fair value
less costs of disposal, its value in use and zero.
At the end of each reporting period the Group assesses
whether there is any indication that an impairment loss
recognised in prior periods may no longer exist or may have
decreased. Impairment losses on goodwill are not reversible.
Impairment losses on other assets are only reversed if there
has been a change in the estimates used to calculate the
recoverable amount of the asset.
A reversal of an impairment loss is recognised as a credit
to profit or loss. The increased carrying amount of an
asset attributable to a reversal of an impairment loss may
not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, had no
impairment loss been recognised.
A reversal of an impairment loss for a CGU is allocated to
the assets of each unit, except goodwill, pro rata with the
carrying amounts of those assets. The carrying amount
of an asset may not be increased above the lower of its
recoverable amount and the carrying amount that would
have been disclosed, net of amortisation or depreciation,
had no impairment loss been recognised.
Leases
Leases in which the Group assumes substantially all the
risks and rewards incidental to ownership are classified
as finance leases. At the inception of a finance lease, the
Group recognises an asset and liability for the lower of the
fair value of the leased asset and the present value of the
minimum lease payments. Interest is expensed using the
effective interest method.
All other leases are operating leases and the leased assets
are not recognised in the consolidated statement of
financial position. Lease payments are recognised as an
expense on a straight-line basis over the lease term.
Contingent rents, if any, are recognised as an expense when
it is probable that they will be incurred.
b) the most recent recoverable amount calculation resulted
15
5
Financial instruments
1. Classification of financial instruments
Financial instruments are classified on initial recognition as
a financial asset, a financial liability or an equity instrument
in accordance with the economic substance of the
contractual arrangement and the definitions of a financial
asset, a financial liability and an equity instrument in IAS 32
Financial Instruments: Presentation.
Financial instruments are classified into five categories for
measurement purposes: 1) Financial assets and financial
liabilities at fair value through profit or loss; 2) loans and
receivables; 3) held-to-maturity investments; 4) availablefor-sale financial assets; and 5) financial liabilities at
amortised cost. Financial instruments are classified into
different categories based on the nature of the instruments
and management’s intentions on initial recognition.
a. Financial assets and financial liabilities at fair value
through profit or loss
Financial assets and financial liabilities at fair value through
profit or loss are those classified as held for trading on initial
recognition.
A financial asset or financial liability is classified as held for
trading if:
• It is acquired or incurred principally for the purpose of
selling or repurchasing it in the near term;
• It forms part, on initial recognition, of a portfolio of
identified financial instruments that are managed
together and for which there is evidence of a recent
actual pattern of short-term profit-taking; or
• It is a derivative, except for a derivative that is a
designated and effective hedging instrument or a
financial guarantee contract.
Equity instruments which do not have a quoted price in an
active market and for which fair value cannot be measured
reliably are not classified in this category.
financial assets, amounts recognised in other comprehensive
income or the impairment loss are reclassified to profit or
loss.
Financial assets and financial liabilities at fair value through
profit or loss are initially recognised at fair value. Transaction
costs directly attributable to the acquisition or issue are
recognised as an expense when incurred.
d. Financial assets carried at cost
After initial recognition, they are recognised at fair
value through profit or loss. Fair value is not reduced by
transaction costs incurred on sale or disposal.
Investments in equity instruments for which the fair value
cannot be reliably measured and derivative instruments
that are linked to and must be settled by delivery of
such unquoted equity instruments, are measured at cost.
Nonetheless, if the financial assets can be reliably measured
subsequently, they are accounted for at fair value and any
subsequent gain or loss is recognised in equity.
b. Loans and receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market, other than those classified in other
financial asset categories. These assets are initially
recognised at fair value, including transaction costs, and
are subsequently measured at amortised cost using the
effective interest method.
The Group recognises income from investments in equity
instruments measured at cost only to the extent that
retained earnings accumulated since the acquisition are
distributed. Dividends received in excess of such earnings
are regarded as a recovery of the investment and are
therefore recognised as a reduction in the carrying amount
of the investment.
e. Financial liabilities
Subsequent to initial recognition, trade and other
receivables are measured at amortised cost using the
effective interest method, provided they have a fixed
maturity date of more than one year.
The Group provides for bad debts when there is objective
evidence of impairment losses.
Financial liabilities, including trade and other payables, which
are not classified at fair value through profit or loss, are
initially recognised at fair value less transaction costs that
are directly attributable to the issue of the financial liability.
After initial recognition, liabilities classified under this
category are measured at amortised cost using the effective
interest method.
c. Available-for-sale financial assets
f. Convertible bonds
The Group classifies in this category non-derivative financial
instruments that are designated as such or which do not
qualify for recognition in the aforementioned categories.
Available-for-sale financial assets are initially recognised at
fair value plus transaction costs directly attributable to the
acquisition.
Following initial recognition, financial assets classified in
this category are measured at fair value and any gain or loss
is taken to other comprehensive income. On disposal of the
When compound financial instruments are issued with
equity and liability components, the equity component
is assigned the residual amount, after deducting from
the fair value of the instrument as a whole the liability
component, including any derivative financial instrument.
The liability component is measured at the fair value of
a similar instrument that does not have an associated
equity component. Transaction costs relating to the issue
of compound financial instruments are allocated to the
16
5
components based on their relative carrying amount upon
classification.
g. Reverse factoring
The Group has contracted reverse factoring facilities
with various finance companies to manage payments to
suppliers. Trade payables settled under the management
of finance companies are recognised under trade and other
payables in the statement of financial position until they are
settled, repaid or have expired.
The consideration given by the financial institutions in
exchange for the right to finance the customers of the
Group is recorded in the consolidated income statement
when accrued.
Payables to financial entities as a result of the transfer of
trade liabilities are recognised as trade payables advanced
by banks under trade and other payables in the statement
of financial position.
When the Company requests a deferral of the initial
payment term of trade payables, these debts are
derecognised and a financial liability is recognised under
loans and borrowings in the statement of financial position.
h. Offsetting principles
A financial asset and a financial liability are offset only when
the Group currently has the legally enforceable right to
offset the recognised amounts and intends either to settle
on a net basis or to realise the asset and settle the liability
simultaneously.
2. Impairment and uncollectibility of financial
assets
An impairment loss is recognised on a financial asset or
group of financial assets when there is objective evidence
of impairment as a result of one or more events occurring
after initial recognition of the asset.
The Group recognises impairment and uncollectibility of
loans and receivables and debt instruments by recognising
an allowance account for financial assets. When impairment
and uncollectibility are considered irreversible, their carrying
amount is eliminated against the allowance account. The
impairment loss is reversed against the allowance account.
flows, it only derecognises financial assets when it has
assumed a contractual obligation to pay the cash flows to
one or more recipients and if the following requirements are
met:
• Payment of the cash flows is conditional on their prior
collection.
a. Impairment of available-for-sale financial assets
When a decline in the fair value of an available-for-sale
financial asset has been accounted for directly in other
comprehensive income, the cumulative loss is reclassified
to profit and loss when there is objective evidence that the
asset is impaired. The impairment loss recognised in profit or
loss is calculated as the difference between the acquisition
cost, net of any reimbursements or repayment of the
principal, and the present fair value, less any impairment loss
previously recognised in profit or loss for the year.
Impairment losses for investments in equity instruments are
not reversed through profit or loss. Subsequent increases in
the fair value of equity instruments are recognised in other
comprehensive income.
If the fair value of debt instruments increases and the
increase can be objectively related to an event occurring
after the impairment loss was recognised, the increase
is recognised in profit or loss up to the amount of the
previously recognised impairment loss and any excess is
accounted for in other comprehensive income.
• The Group is unable to sell or pledge the financial asset;
and
• The cash flows collected on behalf of the eventual
recipients are remitted without material delay and the
Group is not entitled to reinvest the cash flows. This
criteria is not applicable to investments in cash or cash
equivalents made by the Group during the settlement
period from the collection date to the date of required
remittance to the eventual recipients, provided that
interest earned on such investments is passed on to the
eventual recipients.
If, as a result of a transfer, a financial asset is derecognised
in its entirety, the new financial asset, financial liability or
servicing liability are recognised at fair value.
If the transferred asset is part of a larger financial asset,
the previous carrying amount of the larger financial asset is
allocated between the part that continues to be recognised
and the part that is derecognised, including servicing assets,
based on the relative fair values of those parts on the date
of the transfer.
b. Derecognition of financial assets
The Group applies the criteria for derecognition of financial
assets to part of a financial asset or part of a group of
similar financial assets or to a financial asset or group of
similar financial assets.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire
or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership. Where
the Group retains the contractual rights to receive cash
On derecognition of a financial asset in its entirety, the
difference between the carrying amount and the sum of the
consideration received, net of transaction costs, including
any new asset obtained less any new liability assumed and
any cumulative gain or loss deferred in other comprehensive
income, is recognised in profit or loss.
If the Group neither transfers nor retains substantially all
the risks and rewards of ownership of the financial asset, it
determines whether it has retained control of the financial
asset. In this case:
17
5
• If the Group has not retained control, it derecognises the
financial asset and recognises separately as assets or
liabilities any rights and obligations created or retained in
the transfer.
• If the Group has retained control, it continues to recognise
the financial asset to the extent of its continuing
involvement therein and recognises an associated liability.
The extent of the Group’s continuing involvement in the
transferred asset is the extent to which it is exposed
to changes in the value of the transferred asset. The
transferred asset and the associated liability are measured
on a basis that reflects the rights and obligations that the
Group has retained. The associated liability is measured in
such a way that the carrying amount of the transferred
asset and the associated liability is equal to the amortised
cost of the rights and obligations retained by the Group, if
the transferred asset is measured at amortised cost, or to
the fair value of the rights and obligations retained by the
Group, if the transferred asset is measured at fair value.
The Group continues to recognise any income arising
on the transferred asset to the extent of its continuing
involvement and recognises any expense incurred on the
associated liability. Recognised changes in the fair value
of the transferred asset and the associated liability are
accounted for consistently with each other in profit and
loss or equity, following the general recognition criteria
described previously, and are not offset.
If the Group retains substantially all the risks and rewards
of ownership of an asset, the consideration received is
recognised as a liability.
c. Derecognition and modifications of financial liabilities
The Group derecognises all or part of a financial liability
when it either discharges the liability by paying the creditor,
or is legally released from primary responsibility for the
liability either by process of law or by the creditor.
The exchange of debt instruments between the Group and
the counterparty or substantial modifications of initially
recognised liabilities are accounted for as an extinguishment
of the original financial liability and the recognition of
a new financial liability, providing the instruments have
substantially different terms.
but not forced or otherwise compelled to do so.
The Group considers the terms to be substantially different
if the discounted present value of the cash flows under the
new terms, including any fees paid net of any fees received
and discounted using the original effective interest rate, is
at least 10 per cent different from the discounted present
value of the remaining cash flows of the original financial
liability.
• Level 1: Financial instruments for which fair value is
calculated considering quoted prices of identical assets or
liabilities in active markets.
The difference between the carrying amount of a financial
liability, or part of a financial liability, extinguished or
transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss.
3. Fair value hierarchy for financial and nonfinancial assets and liabilities
Fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the
measurement date. The measurement is based on the
assumption that the transaction takes place in the principal
market, i.e. the market with the highest volume or asset
or liability activity. In the absence of a principal market,
the transaction is assumed to take place in the most
advantageous market, i.e. the market that maximises the
amount received on the sale of an asset or minimises the
amount payable for transferring the liability.
The fair value of an asset or a liability shall be measured
using the assumptions that market participants would
use when pricing the asset or liability, assuming that
market participants act in their economic best interest. The
market participants are independent of each other, they
are knowledgeable, are able to enter into a transaction
for the asset or liability and they are willing to enter into a
transaction for the asset or liability, i.e. they are motivated
The assets and liabilities measured at fair value can be
classified into the following levels:
• Level 2: The fair value is calculated considering directly
or indirectly observable market inputs other than the
quoted prices in Level 1. The methods and assumptions
used to calculate fair value at this level, by class of asset
or liability, take into consideration estimated future
cash flows, discounted to present value using the zero
coupon interest rate curves of each currency at the last
working day of each reporting date and this amount is
converted to Euros taking into account the exchange
rate on the last working day of each reporting period. All
the measurements described are made using internal
instruments.
• Level 3: The fair value is calculated considering inputs,
for assets or liabilities, that are not based on observable
market data. To measure assets and liabilities at fair value
the Indra Group uses valuation techniques appropriate to
the circumstances and for which sufficient information is
available to calculate the fair value, maximising the use
of relevant observable inputs and minimising the use of
unobservable inputs.
The fair value of the different derivative financial
instruments is calculated using the following procedures:
• For derivatives quoted on an organised market, their
quoted value at year end.
• For derivatives not quoted on organised markets, the
Indra Group calculates the fair value of the financial
derivatives taking into consideration observable market
inputs, estimating future cash flows discounted to
present value using the zero coupon interest rate
curves of each currency at the last working day of each
18
5
reporting date, converted to Euros at the exchange rate
on the last working day of each reporting period. These
measurements are made using internal instruments. Once
gross market value has been obtained, a debt valuation
adjustment (own credit risk) and a credit valuation
adjustment (counterparty credit risk) are made. The credit
valuation adjustment and debt valuation adjustment are
made based on the possible future exposure from the
instrument (creditor or debtor position) and the risk profile
of the counterparties and that of the Indra Group. In 2015
and 2014 the value of the credit valuation and debt
valuation adjustments was not significant.
In the case of buildings, the fair value of non-financial
assets and liabilities is calculated based on independent
expert appraisals and for other assets and liabilities fair
value is estimated on the basis of available market prices or
by discounting expected future cash flows if no market can
be identified.
Parent own shares
The Group’s acquisition of equity instruments of the
Parent is recognised separately at cost of acquisition in the
consolidated statement of financial position as a reduction
in equity, irrespective of the reason for the purchase. Any
gains or losses on transactions with own equity instruments
are not recognised.
The subsequent redemption of the Parent instruments
entails a capital reduction equivalent to the par value of the
shares. Any positive or negative difference between the
purchase price and the par value of the shares is debited or
credited to reserves.
Transaction costs related to own equity instruments,
including issue costs related to a business combination, are
accounted for as a reduction in equity, net of any tax effect.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and
demand deposits in financial institutions. They also include
other short-term, highly liquid investments that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. An
investment normally qualifies as a cash equivalent when it
has a maturity of less than three months from the date of
acquisition.
Inventories
Inventories are measured at the lower of cost on a FIFO
basis and net realisable value. Work in progress includes
the direct cost of labour, materials or services acquired
for projects. Materials and services directly attributable to
projects are measured at cost, while labour is recognised at
standard cost, which does not differ significantly from the
actual cost.
Government grants
Non-refundable grants received by the Group to finance
research and development costs are recognised by reducing
the corresponding asset by the amount received and are
taken to income in line with the amortisation of projects
capitalised under other intangible assets.
Financial liabilities comprising implicit assistance in the form
of below-market interest rates are initially recognised at fair
value. The difference between this value, adjusted where
necessary for the issue costs of the financial liability and
the amount received, is recognised as a government grant
based on the nature of the grant awarded.
Provisions for liabilities and charges
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event;
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation;
and a reliable estimate can be made of the amount of the
obligation.
Obligations existing at the reporting date that arose as a
result of past events, the amount and settlement date of
which are not determined and which could have a negative
effect on the Group’s equity are recognised as provisions
for liabilities and charges under liabilities in the consolidated
statement of financial position at the present value of the
most probable estimated amount that the Group would be
obliged to disburse to settle the obligation.
These provisions are measured at each reporting date based
on the best available information on the consequences of
the event for which they were recognised.
The amount recognised as a provision is the best estimate
at the end of the reporting period of the expenditure
required to settle the present obligation, taking into
account all risks and uncertainties surrounding the amount
to be recognised as a provision and, where the time value
of money is material, the financial effect of discounting
provided that the expenditure to be made each period can
be reliably estimated. The discount rate is a pre-tax rate that
reflects the time value of money and the specific risks for
which future cash flows associated with the provision have
not been adjusted at each reporting date.
Single obligations are measured using the individual
most likely outcome. When the provision involves a large
population of identical items, the obligation is estimated
by weighting all possible outcomes by their associated
probabilities. Where there is a continuous range of possible
outcomes, and each point in that range is as likely as any
other, the mid-point of the range is used.
The financial effect of provisions is recognised as a finance
cost in profit or loss.
The tax effect and gains on the expected disposal of assets
are not taken into account in measuring a provision.
If it is not probable that an outflow of resources will be
required to settle an obligation, the provision is reversed.
The provision is reversed against the income statement
caption in which the related expense was recognised, and
any surplus is accounted for in other income.
19
5
1. Provisions for restructuring costs
A provision for restructuring is recognised when the Group
has a constructive obligation deriving from a detailed formal
plan and it has raised a valid expectation that it will carry out
the process by starting to implement the plan or announcing
its main features to those affected by it. Restructuring
provisions only include the direct expenditures arising from
the restructuring which are not associated with the ongoing
activities of the Group.
2. Provisions for onerous contracts
Provisions for onerous contracts are based on the present
value of unavoidable costs, determined as the lower of the
contract costs, net of any income that could be generated,
and any compensation or penalties payable for noncompletion.
3. Trade provisions
Trade provisions are made to cover the estimated cost of
project repairs or revisions during the warranty period
Termination benefits
R&D loans are initially recognised under liabilities at the
present value of the future cash flows, discounted using
market interest rates. The difference between this value and
the nominal amount of the loan is recognised as a decrease
in the accrued expense. The loan is therefore treated as
an operating grant if an expense has been incurred or as
a capital grant if no cost has been incurred or has been
capitalised.
In subsequent years the loan revaluation is recognised under
finance income or costs.
Classification of assets and liabilities
Assets and liabilities are classified in the consolidated
statement of financial position as current and non-current,
as follows:
Non-current: payables falling due more than twelve months
from the date of the statement of financial position, which
is the Group’s normal operating cycle, and assets which are
not expected to be realised, sold or consumed within this
time.
Unless there is just cause, prevailing employment law
requires companies to pay termination benefits to
employees whose services are discontinued in certain
circumstances. Termination benefits are expensed when
the decision to terminate employment is approved and
announced to the affected parties.
Current: assets expected to be realised, sold or consumed
within the Group’s normal operating cycle and payables
falling due within twelve months of the date of the
statement of financial position.
In August 2015 the Parent started a workforce
restructuring plan. The main conditions of this plan are
provided in note 30.
The income tax expense or tax income for the year
comprises current tax and deferred tax.
R&D loans
R&D loans are granted to assist the Group’s research and
development activities. These loans bear zero explicit
interest and the repayment schedule generally exceeds five
years.
Income tax
Current tax is the amount of income taxes payable or
recoverable in respect of the consolidated taxable profit or
tax loss for the period. Current tax assets or liabilities are
measured at the amount expected to be paid to or recovered
from the taxation authorities, using the tax rates and tax
laws that have been enacted or substantially enacted at the
reporting date.
Current and deferred tax are recognised as income or an
expense and included in profit or loss for the year, except to
the extent that the tax arises from a transaction or event
which is recognised, in the same or a different year, directly
in equity, or from a business combination.
A deferred tax liability is an amount payable in the future
in respect of income tax relating to taxable temporary
differences, while a deferred tax asset is an amount
recoverable as a result of deductible temporary differences,
tax loss carryforwards or deductions pending application.
Temporary differences are differences between the carrying
amount of an asset or liability and its tax base.
The Group recognises tax credits for investment applying
the recognition and valuation criteria for current or deferred
tax assets, unless they are grants. Tax credits in the form
of grants are recognised, presented and measured applying
the corresponding accounting policy. For these purposes the
Group considers that tax credits have the nature of a grant
if they can be applied irrespective of whether tax is payable
and they have substantive operating terms additional to an
investment being made or maintained.
1. Recognition of deferred tax liabilities
The Group recognises all deferred tax liabilities except
where:
• They arise from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects
neither accounting profit nor taxable income.
• They are associated with investments in subsidiaries,
associates and joint ventures for which the Group is able
to control the timing of the reversal of the temporary
difference and it is not probable that the difference will
reverse in the foreseeable future.
20
5
2. Recognition of deferred tax assets
The Group recognises deferred tax assets provided that:
• It is probable that sufficient taxable profit will be available
against which they can be utilised or when tax legislation
envisages the possibility of converting deferred tax
assets into a receivable from public entities in the future.
Nonetheless, assets arising from the initial recognition of
an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects
neither accounting profit nor taxable income, are not
recognised.
• The temporary differences are associated with
investments in subsidiaries, associates and joint ventures
that will reverse in the foreseeable future and sufficient
tax gains are expected to be generated against which the
temporary differences can be offset.
The Group recognises the conversion of a deferred tax
asset into a receivable from public entities when it becomes
enforceable in accordance with prevailing tax legislation.
For these purposes, the deferred tax asset is derecognised
with a charge to the expense for deferred taxes and a credit
to current tax is recognised for the account receivable.
Likewise, the Group recognises the exchange of a deferred
tax asset for government debt securities when it acquires
ownership thereof.
The Group recognises the payment obligation derived from
the financial loan as an operating expense with a credit to
payables to public entities.
It is considered probable that the Group will generate
sufficient taxable profit to recover deferred tax assets when
there are sufficient taxable temporary differences relating
to the same taxation authority and the same taxable entity,
which are expected to reverse in the same tax period as the
expected reversal of the deductible temporary differences
or in periods into which a tax loss arising from a deductible
temporary difference can be carried back or forward. If the
only future taxable profit is derived from taxable temporary
differences, the recognition of deferred tax assets arising
from tax losses carried forward is limited to 70% of the
deferred tax liabilities recognised.
In order to determine future taxable profit the Group takes
into account tax planning opportunities, provided it intends
or is likely to adopt them.
3. Measurement of deferred tax assets and
liabilities
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax
rates and tax laws that have been enacted or substantively
enacted. The tax consequences that would follow from the
manner in which the Group expects to recover or settle the
carrying amount of its assets or liabilities are also reflected
in the measurement of deferred tax assets and liabilities. For
these purposes, the Group has considered the deduction for
reversal of the temporary measures provided in transitional
provision thirty-seven of Income Tax Law 27/2014 of 27
November 2014 as an adjustment to the tax rate applicable
to the deductible temporary difference associated with the
non-deductibility of amortisation and depreciation charges
in 2013 and 2014, of 27 December.
The Group reviews the carrying amount of deferred tax
assets at the reporting date and reduces this amount to the
extent that it is not probable that sufficient taxable profit
will be available against which to recover them.
Deferred tax assets that do not comply with the above
conditions are not recognised in the consolidated statement
of financial position. At year end the Group reassesses
whether conditions are met for recognising previously
unrecognised deferred tax assets.
4. Classification
Deferred tax assets and liabilities are recognised in the
consolidated statement of financial position under noncurrent assets or liabilities, irrespective of the expected date
of recovery or settlement.
Earnings per share
The Group calculates basic earnings per share using the
weighted average number of shares outstanding during the
period. Outstanding shares are issued shares not held as
own shares. Diluted earnings per share are calculated taking
into account the dilutive effect of convertible instruments
or instruments with an equity component.
Derivative financial instruments and hedge
accounting
Derivative financial instruments which qualify for hedge
accounting are initially measured at fair value, plus
any transaction costs that are directly attributable to
the acquisition, or less any transaction costs directly
attributable to the issue of the financial instruments.
Nonetheless, transaction costs are subsequently recognised
in profit and loss providing they do not change the
effectiveness of the hedge. Derivatives that do not meet
these criteria are classified and measured as financial assets
and financial liabilities at fair value through profit or loss.
The Group also records hedges of foreign currency risk of a
firm commitment as a cash flow hedge.
At the inception of the hedge the Group formally designates
and documents the hedging relationships and the objective
and strategy for undertaking the hedges. Hedge accounting
is only applicable when the hedge is expected to be highly
effective at the inception of the hedge and in subsequent
years in offsetting changes in fair value or cash flows
attributable to the hedged risk, throughout the period for
which the hedge was designated (prospective analysis) and
the actual effectiveness, which can be reliably measured, is
21
5
within a range of 80%-125% (retrospective analysis).
Segment reporting
Revenue recognition
For cash flow hedges of forecast transactions, the Group
assesses whether these transactions are highly probable
and if they present an exposure to variations in cash flows
that could ultimately affect profit or loss.
An operating segment is a component of the Group that
engages in business activities from which it may earn
revenues and incur expenses, whose operating results are
regularly reviewed by the Group’s chief operating decision
maker to make decisions about resources to be allocated
to the segment and assess its performance, and for which
discrete financial information is available.
The Group’s activities are carried out in two main segments:
The Group recognises income on projects using the stage
of completion method, which is based on the estimated
portion of the total contract completed at the closing date.
Accordingly, the total estimated profit is distributed over the
period over which the contract is carried out, based on the
percentage of completion at each reporting date.
The Group determines the percentage of completion
of transactions, which is used as a basis for revenue
recognition, as the proportion that contract costs incurred
for work performed to date bear to the estimated total
contract works.
The Group has arranged forward purchases and sales of
foreign currency. These exchange rate insurance contracts
are considered financial derivatives and comply with
conditions for hedge accounting, as follows: They are
recognised as follows:
a) In the case of hedges of the exposure of the fair value of
foreign currency monetary financial assets and liabilities to
currency risk, changes in both the market value of derivative
financial instruments designated as hedging instruments
and the market value of the hedged item as a result of the
hedged exposure are taken to the consolidated income
statement.
b) In the case of cash flow hedges, changes in the market
value of hedging derivative financial instruments are
recognised, to the extent that these hedges are effective, in
other comprehensive income in the consolidated statement
of comprehensive income during the year in which the
expected transaction or firm commitment impacts on the
consolidated income statement.
As currencies are traded on official markets, the fair value of
exchange rate insurance is calculated based on the quoted
price of each currency at each reporting date (level 1).
The Group has also contracted interest rate hedges to
eliminate or significantly reduce these risks. The fair value
of interest rate hedges is based on the market values
of equivalent derivative financial instruments at the
date of the statement of financial position. All interest
rate hedges are also effective as cash flow hedges. The
Group recognises the portion of the gain or loss on the
measurement at fair value of a hedging instrument that is
determined to be an effective hedge in recognised income
and expense (level 1).
• Solutions: a wide range of systems, applications and
components for compiling, processing, transmitting
and presenting data, basically aimed at the control and
management of complex processes. The Group’s solutions
business is characterised by its customer-oriented
approach and knowledge of the business, and involves
a large degree of business consultancy and technology
services.
• Services, including the management and operation
of systems and solutions, as well as certain business
processes where technology is a strategic and
differentiating element.
Inter-segment pricing is determined on an arm’s length
basis. The profit or loss of each segment is measured and
fund-allocation decisions are taken using the contribution
margin. This margin is the gross margin of projects less the
cost of sales in the markets in which the Group offers its
solutions and services and costs to support the completion
of projects.
For consolidation purposes, corporate functions and other
activities which cannot be allocated to a specific segment
are shown under Corporate (unallocated).
Based on the different characteristics of the geographical
areas in which the Group operates, the Group’s activities
have been divided into the following geographical areas:
Spain, Latin America, Europe and North America, Asia, Middle
East and Africa.
Where the amounts billed exceed the income calculated
by applying the percentage of total costs incurred, the
difference is recognised under advances from customers.
Conversely, where the amount billed is lower than the
income calculated by applying the percentage of completion
method, the unbilled amount is recognised under receivables
in the consolidated statement of financial position.
The Group regularly assesses whether any service contracts
are onerous and, where applicable, recognises the necessary
provisions.
Foreign currency transactions and balances
Transactions in foreign currency are translated at the spot
exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies have been translated into the functional
currency at the closing rate, while non-monetary assets and
liabilities measured at historical cost have been translated
at the exchange rate prevailing at the transaction date.
Non-monetary assets measured at fair value have been
translated into the functional currency at the exchange rate
at the date that the fair value was determined.
In the consolidated statement of cash flows, cash flows
from foreign currency transactions have been translated
22
5
into Euros at the exchange rates prevailing at the dates the
cash flows occur. The effect of exchange rate fluctuations
on cash and cash equivalents denominated in foreign
currencies is recognised separately in the consolidated
statement of cash flows as effect of exchange rate
fluctuations on cash and cash equivalents held.
Exchange gains or losses on monetary financial assets or
financial liabilities denominated in foreign currencies are
recognised in profit or loss.
Monetary financial assets denominated in foreign
currencies classified as available for sale are measured at
amortised cost in the foreign currency. Consequently, the
exchange differences associated with changes in amortised
cost are recognised in profit or loss and the remainder of the
change in fair value is recognised as set forth in section i).
1. Translation of foreign operations
The Group applied the exemption permitted by IFRS 1,
First-time Adoption of International Financial Reporting
Standards, relating to accumulated translation differences.
Consequently, translation differences recognised in the
consolidated annual accounts generated prior to 1 January
2004 are recognised in retained earnings. As of that
date, foreign operations whose functional currency is not
the currency of a hyperinflationary economy have been
translated into Euros as follows:
These criteria are also applicable to the translation of the
financial statements of equity-accounted companies, with
translation differences attributable to the Group recognised
in other comprehensive income.
Translation differences recognised in other comprehensive
income are accounted for in profit or loss as an adjustment
to the gain or loss on the sale using the same criteria as for
subsidiaries and associates.
2. Entities located in hyperinflationary
countries
Since the sale of the subsidiary in Venezuela in 2015
the Group does not have any entities located in
hyperinflationary countries.
Following the criteria established in IFRS-EU, the
Venezuelan economy was considered as hyperinflationary
at the 2014 close. The financial statements of Group
companies located in Venezuela were therefore adjusted to
correct the effects of inflation.
As required by IAS 29, monetary items were not restated,
whereas non-monetary items (mainly property, plant
and equipment and equity) were restated based on the
Venezuelan Consumer Price Index.
The differences arising from this adjustment in 2014 were
recognised in the consolidated income statement.
• Assets and liabilities, including goodwill and net asset
adjustments derived from the acquisition of the
operations, including comparative amounts, are translated
at the closing rate at the reporting date.
• Income and expenses, including comparative amounts,
are translated at the exchange rates prevailing at each
transaction date; and
• All resulting exchange differences are recognised as
translation differences in other comprehensive income.
23
5
Thousands of Euros
At 31 December 2014 these adjustments had a positive
impact of Euros 206 thousand on the equity recognised in
the consolidated statement of financial position.
5. BUSINESS COMBINATIONS
Balance at
31.12.14
Change in
consolida-
Land
10.774
-
-
-
Buildings
56.251
-
166
5
192.403
(635)
(2.561)
5.428
39.428
(193)
287
1.449
6. PROPERTY, PLANT AND
EQUIPMENT
Details of this item at 31 December 2015 and 2014 are as
follows:
Additions
Transfers
Balance at
31.12.15
(552)
5.566
15.758
(1.139)
19.073
74.356
(3.418)
2.665
193.882
(1.361)
450
40.060
Disposals
Investments:
Tech. installations, mach. and other fixtures
The Parent did not acquire any subsidiaries in the years
ended 31 December 2015 and 2014 and no business
combinations are recognised at a provisional amount.
Translation
differences
Furniture
2.969
(66)
(146)
476
(673)
202
2.762
67.397
(1.340)
(2.346)
4.665
(2.524)
3.979
69.831
11.568
(21)
(1.914)
1.953
(444)
(1.265)
9.877
221
-
-
-
(174)
(47)
-
380.981
(2.255)
(6.514)
13.976
(10.285)
30.623
406.526
(20.653)
-
(45)
(1.530)
394
(125)
(21.959)
(140.575)
460
2.461
(13.618)
3.272
3.607
(144.393)
(26.141)
141
(306)
(2.740)
957
(1.005)
(29.094)
Motor vehicles
Property, plant and equipment under construction
Depreciation:
Buildings
Furniture
Motor vehicles
(1.493)
38
59
(341)
490
(170)
(1.417)
(58.186)
1.266
1.445
(5.383)
2.081
(3.496)
(62.273)
(6.585)
20
1.052
(1.165)
275
253
(6.150)
(253.633)
1.925
4.666
(24.777)
7.469
(936)
(265.286)
Carrying amount:
(4.3 (4.313)
Structure
(4.313)
(4.313)
Land
10.744
Buildings
35.598
51.828
Furniture
-
(4.313)
-
-
(552)
5.566
15.758
-
121
(5.838)
(745)
18.948
48.084
(175)
(100)
(8.190)
(146)
6.272
49.489
13.287
(52)
(19)
(1.291)
(404)
(555)
10.966
Motor vehicles
1.476
(28)
(87)
135
(183)
32
1.345
9.211
(74)
(901)
(718)
(443)
483
7.558
4.983
(1)
(862)
788
(169)
(1.012)
3.727
Property, plant and equipment under construction
Total
221
-
-
-
(174)
(47)
-
127.348
(330)
(1.848)
(15.114)
(2.816)
29.687
136.927
24
5
Thousands of Euros
Balance at
31.12.13
Change in
consolidated
Translation
differences
Additions
Disposals
Transfers
Balance at
31.12.14
Land
10.774
-
-
-
-
-
10.744
Buildings
56.419
-
174
104
(72)
(374)
56.251
206.784
(24)
(14.304)
5.296
(4.355)
(994)
192.403
37.901
(17)
(1.271)
2.857
(393)
351
39.428
Investments:
Tech. installations, mach. and other
fixtures
Furniture
Motor vehicles
Other property, plant and
equipment
under construction
3.432
(15)
(58)
372
(593)
(169)
2.969
67.774
(41)
(3.563)
4.224
(1.001)
4
67.397
9.892
(77)
148
4.199
(2.494)
(100)
11.568
849
-
45
175
(714)
(134)
221
393.795
(174)
(18.829)
17.227
(9.622)
(1.416)
380.981
(19.080)
-
(105)
(1.336)
72
(204)
(20.653)
(144.091)
-
12.541
(13.409)
3.404
980
(140.575)
(24.227)
1
743
(2.847)
288
(99)
(26.141)
As in 2014, additions to technical installations, machinery
and other fixtures in 2015 are mainly due to the ongoing
fitting-out of the Parent’s new offices.
A loss of Euros 1,160 thousand was generated on disposals
in 2015, which is recognised in the consolidated income
statement (see note 32).
The transfers recognised in 2015 under land and buildings
consist of the buildings received in relation to the rights to
compensation included in the agreement concluding the
transaction entered into by the Group in 2014 with Politec
Participaçoes, Ltda (Polipar) and its shareholders (note
12c). The impairment recognised in the year is due to the
difference between the appraisal value of the building and
its carrying amount. This valuation was performed by an
independent expert calculating the fair value according to
hierarchical level 2.
Depreciation:
Buildings
fixtures
Furniture
(1.825)
-
111
(348)
447
122
(1.493)
(56.944)
23
3.561
(6.239)
837
576
(58.186)
(6.850)
-
(76)
(1.319)
1.522
138
(6.585)
(253.017)
24
16.775
(25.498)
6.570
(1.513)
(253.633)
Land
10.744
-
-
-
-
-
10.744
Buildings
37.339
-
69
(1.232)
-
(578)
35.598
fixtures
62.693
(24)
(1.763)
(8.113)
(951)
(14)
51.828
Furniture
13.674
(16)
(528)
10
(105)
252
13.287
1.607
(15)
53
24
(146)
(47)
1.476
Motor vehicles
Other property, plant and
equipment
Carrying amount:
Motor vehicles
10.830
(18)
(2)
(2.015)
(164)
580
9.211
3.042
(77)
72
2880
(972)
38
4.983
Property, plant and equipment under
construction
849
-
45
175
(714)
(134)
221
25
5
Details of assets acquired through finance leases, by type of
asset, at 31 December 2015 and 2014 are as follows:
Thousands of Euros
2015
2014
8.476
8.420
-
98
2.046
2.173
thousand but not the finance costs.
7. INVESTMENT PROPERTY
Details of minimum lease payments and the present value of
finance lease liabilities, by maturity date, are as follows:
On 29 April 2014 the subsidiary Prointec, S.A. sold all its
investment property for Euros 2,700 thousand, recognising
a loss of Euros 485 thousand in the corresponding item in
the consolidated income statement. (Note 32)
2015
Investments:
Furniture
400
406
10.922
11.097
-
-
(5.508)
(4.172)
-
(65)
(1.309)
(740)
(51)
115
(6.868)
(5.092)
-
-
2.968
4.248
-
33
737
1.433
349
291
4.054
6.005
Minimum
payments
Interest
Purchase
option
Up to 1 year
1.889
231
-
Between 1 and 5
years
2.605
87
116
4.494
318
116
Depreciation:
Buildings
Furniture
Carrying amount:
Buildings
Furniture
Total
The main finance lease agreement corresponds to the
acquisition of a flight simulator in 2011 by the Parent
amounting to Euros 8,476 thousand. This agreement
expires in September 2018. The interest rate of the
agreement is 4.3%. Euros 3,600 thousand is payable at the
present date (a current portion of Euros 1,260 thousand
and a non-current portion of Euros 2,340 thousand).
These amounts include the purchase option of Euros 116
8. GOODWILL
For impairment testing purposes, goodwill has been
allocated to the Group’s cash-generating units (CGUs) in
accordance with their respective business segment and the
country of operation.
A summary of goodwill is as follows:
2014
Minimum
payments
Interest
Purchase
option
Up to 1 year
2.079
260
-
Between 1 and 5
years
4.337
229
515
6.416
489
515
Finance lease liabilities are effectively secured as the rights
to the leased assets revert to the lessor in the event of
default.
At 31 December 2015 fully depreciated property, plant
and equipment amount to Euros 160,685 thousand (Euros
143,332 thousand at 31 December 2014).
The Group has taken out insurance policies to cover the
risk of damage to its property, plant and equipment. The
coverage of these policies is considered sufficient.
26
5
Thousands of Euros
2015
2014
Cost
Accumulated
impairment
Carrying
amount
Cost
Accumulated
impairment
Carrying
amount
Indra EWS
14.462
-
14.462
14.462
-
14.462
Indra ATM
29.447
-
29.447
29.447
-
29.447
Brazil
99.259
(99.259)
-
101.558
(16.656)
84.902
Indra Italy
20.504
-
20.504
20.504
-
20.504
Indra Navia
26.136
-
26.136
26.136
-
26.136
Consulting Group
36.608
(13.139)
23.469
36.608
(4.055)
32.553
BPO Group
58.925
-
58.925
58.925
-
58.925
Azertia Group
66.701
(8.582)
58.119
67.475
(8.582)
58.893
Prointec Group
Soluziona Group
30.437
(3.576)
26.861
30.479
(2.682)
27.797
166.761
(3.000)
163.761
169.455
(2.831)
166.624
Other
61.620
(12.896)
48.724
63.956
(914)
63.042
Total
610.860
(140.452)
470.408
619.005
(35.720)
583.285
Thousands of Euros
Indra EWS
31.12.14
Translation
differences
Disposals
Impairment
31.12.15
14.462
-
-
-
14.462
Indra ATM
29.447
-
-
-
29.447
Brazil
84.902
(2.299)
-
(82.603)
-
Indra Italy
20.504
-
-
-
20.504
Indra Navia
26.136
-
-
-
26.136
Consulting Group
32.553
-
-
(9.084)
23.469
BPO Group
58.925
-
-
-
58.925
Azertia Group
58.893
(774)
-
-
58.119
Prointec Group
27.796
(41)
-
(894)
26.861
166.624
(1.323)
(1.371)
(169)
163.761
Other
63.043
(2.337)
-
(11.982)
48.724
Total
583.285
(6.774)
(1.371)
(104.732)
470.408
Soluziona Group
27
5
Thousands of Euros
31.12.13
Translation
differences
Disposals
Impairment
31.12.14
Indra EWS
14.462
-
-
-
14.462
Indra ATM
29.447
-
-
-
29.447
100.408
1.150
-
(16.656)
84.902
Indra Italy
20.504
-
-
-
20.504
Indra Navia
28.364
(2.228)
-
-
26.136
Consulting Group
36.608
-
-
(4.055)
32.553
BPO Group
58.925
-
-
-
58.925
Azertia Group
59.229
(336)
-
-
58.893
Brazil
Prointec Group
28.734
(44)
-
(894)
27.796
167.099
(475)
-
-
166.624
Other
62.163
880
-
-
63.043
Total
605.943
(1.053)
(21.605)
583.285
Soluziona Group
In the years ended 31 December 2015 and 2014, there
were neither additions to this item in the consolidated
statement of financial position nor changes to the CGUs to
which the goodwill was assigned.
Key assumptions used in projections
The Group periodically measures the recoverability of the
goodwill included in the above table by discounting the
expected future cash flows of the various cash generating
units (CGUs) to which the goodwill is assigned based on the
business plans.
The assumptions on which these cash flow projections are
based are past experience and reasonable forecasts of the
business plans of the Group’s different cash-generating
units. These forecasts are contrasted with market growth
forecasts according to different specialised sources, taking
into account the company’s position in the market and any
strategic aspects that could lead to changes in this position
(innovation, new market openings, etc.).
The assumptions used to calculate the recoverable value of
each significant existing CGU are as follows:
28
5
Year-on-year growth rate
Income (5 years)
Post tax discount rate
Residual growth rate
Residual EBIT margin
Working capital (days)
2015
2014
2015
2014
2015
2014
2015
2014
2015
2014
Indra EWS
(0,5 %)
(0.5 %)
7,91 %
8,36 %
1,00 %
1,00 %
23,68 %
27,23 %
(19)
(155)
Indra ATM
0,0 %
1,8 %
7,91 %
7,80 %
1,91 %
2,00 %
12,02 %
10,36 %
139
127
Brazil
7,7 %
12,4 %
12,30 %
11,93 %
4,93 %
4,96 %
6,96 %
7,55 %
91
93
Indra Italy
7,7 %
9,6,%
7,62 %
8,17 %
1,54 %
1,70 %
10,33 %
9,56 %
100
120
Indra Navia
3,3 %
2,3 %
6,25 %
6,85 %
2,82 %
2,70 %
10,96 %
9,83 %
80
102
Consulting Group
6,9 %
5,8 %
8,02 %
8,22 %
1,50 %
1,50 %
8,74 %
10,69 %
108
158
BPO Group
3,1 %
3,0 %
7,77 %
7,94 %
1,91 %
2,00 %
10,39 %
10,09 %
37
27
Azertia Group
1,9 %
3,1 %
7,77 %
8,07 %
1,91 %
2,00 %
10, 80%
10,35 %
37
55
Prointec Group
10,3 %
6,7 %
8,14 %
8,39 %
1,91 %
2,00 %
13,72 %
10,36 %
142
96
6,7 %
7,9 %
8,40 %
8,40 %
2,00 %
2,00 %
8,95 %
9,29 %
82
91
Soluziona Group
In all cases sensitivity analyses are performed in relation
to the discount rate used and the residual growth rate, to
verify that reasonable changes in these assumptions would
not have an impact on the possible recovery of the goodwill
recognised. Sensitivity analyses are also conducted on
the main assumptions: sales, margins, working capital and
residual EBIT.
The main variations in the assumptions used to calculate
the value in use of each impaired CGU are as follows:
• Brazil CGU: after the results obtained in Brazil, in 2015 the
Group approved a new company strategy so that it is more
selective with regard to the projects carried out, focusing
on projects with higher added value. Consequently the
expected sales growth in coming years has been adjusted
downwards to 7.7% (year-on-year growth rate 20142019). This growth is in line with that expected in the
Information Technology sector in this period. Estimated
EBIT has also been reduced by 1.33 percentage points in
the last year of the period (from 8.3% to 7%) to adapt it
to the new business circumstances, which is also affected
by macro-economic conditions in the country. Also the
discount rate has increased from 11.93% to 12.30% due to
the interest rate hikes in Brazil.
Given that the recoverable amount of the Brazil CGU is
less than its carrying amount at 31 December 2015
impairment has been recognised for the difference;
Euros 82,603 thousand for goodwill, which has been
totally written down and Euros 7,396 thousand for other
intangible assets of the CGU (note 9).
• Consultancy Group CGU: the main variation is a 2 p.p.
reduction in annual EBIT in line with the fall in profitability
in 2015.
• Portugal CGU: the main variation is a reduction in the yearon-year revenue growth rate, which declines from 5.4% at
31 December 2014 to 2.2% at 31 December 2015, which
furthermore is applied to 22% lower sales based on the
approved business plan.
To calculate their present value cash flows are discounted
at a post-tax rate that considers the specific risks affecting
the assets as well as cash flow risks not contemplated, such
as country risk. This rate is calculated using the capital asset
pricing model (CAPM). The data used in these calculations
come from prestigious and independent external
information sources and the results are compared with the
rates used by independent financial analysts when valuing
comparable businesses. The post-tax rates used in 2015
ranged from 6.25% to 8.40%.
The projections are for a period of five years. From the sixth
year onwards the cash flows are those that compose the
terminal value and are estimated as income in perpetuity
at a constant growth rate (residual growth rate) on a
normalised cash flow that reflects the CGU’s operations in
perpetuity. The residual growth rate is estimated for each
CGU taking into account the nature of the business and
forecast long-term inflation in the activity area of each CGU,
comparing this information with external sources. Growth
rates of 1% to 4.93% were used in the projections made in
2015.
29
5
The normalised cash flow used as the base to calculate
the terminal value is determined by making the following
adjustments to the cash flow in the fifth year:
Sales Normalised cash flow = Sales Year 5 x (1+g)
Operating expenses Normalised cash flow = Operating expenses Year 5 x (1+g)
Depreciation and amortisation Normalised cash flow = Depreciation and amortisation Year 5
Investment Normalised cash flow = Depreciation and amortisation Normalised cash flow
Investment in working capital Normalised cash flow = Days working capital Year 5 / 365 x Sales Year 5 x g (1)
The percentage that the discounted amount of the terminal
value represents compared to the recoverable amount of the
most significant goodwill in 2015 and 2014 is as follows:
2015
2014
Indra EWS
76 %
69 %
Indra ATM
75 %
77 %
Brazil
66 %
73 %
Indra Italy
86 %
79 %
Indra Navia
85 %
80 %
Consulting Group
82 %
80 %
BPO Group
75 %
76 %
Azertia Group
69 %
72 %
Prointec Group
76 %
76 %
Soluziona Group
78 %
78 %
Tax rate Normalised cash flow = Tax rate Year 5
Normalised cash flow = (Sales – Operating expenses – Investment – Investment in working capital – Taxes) Normalised cash flow
“g” is the residual growth rate
(1) The investment in working capital is calculated based on residual growth.
30
5
Details of the carrying and recoverable amounts of the most
significant CGUs, including goodwill, at 31 December 2015
and 2014, are as follows:
The result of the sensitivity analysis of the impairment tests
on the goodwill allocated to the CGUs is as follows:
2015
WACC variation
2015 Thousands of Euros
Carrying
amount (1)
Recoverable
amount (2)
Difference
(2)-(1)
Indra EWS
14.462
186.122
171.660
Indra ATM
50.048
75.258
25.210
Brazil
Impact on recoverable amount of CGUs:
Indra EWS
-1 p.p.
+1 p.p.
-0,5 p.p.
+0,5 p.p.
34.860
(25.910)
(10.372)
11.990
Indra ATM
15.799
(11.241)
(3.473)
4.104
Brazil
21.182
(16.192)
(3.320)
3.803
133.893
133.893
-
Indra Italy
18.309
(13.017)
(4.201)
4.954
Indra Italy
37.869
78.236
40.366
Indra Navia
55.901
(30.565)
(13.369)
17.936
Indra Navia
40.871
132012132.223
91.352
Consultancy Group
9.685
(7.060)
(2.036)
2.374
Consulting Group
35.869
45.906
10.037
BPO Group
33.702
(23.794)
(9.147)
10.853
BPO Group
81.554
158.927
77.374
Azertia Group
28.595
(20.226)
(7.750)
9.195
Azertia Group
75.734
144.484
68.750
Prointec Group
23.732
(17.100)
(5.361)
6.296
Prointec Group
57.672
115.573
57.901
Soluziona Group
89.589
(64.946)
(20.978)
24.532
267.751
441.697
173.946
Soluziona Group
2014
Carrying
amount (1)
Recoverable
amount (2)
Difference
(2)-(1)
-1 p.p.
+1 p.p.
-0,5 p.p.
+0,5 p.p.
35.244
(26.683)
(11.625)
13.320
Indra ATM
14.587
(10.252)
(3.185)
3.787
Brazil
39.697
(29.622)
(7.893)
9.113
Indra Italy
14.635
(10.643)
(2.941)
3.434
Indra Navia
31.081
(18.973)
(7.313)
9.315
Consultancy Group
11.245
(8.270)
(2.153)
2.499
61.591
BPO Group
28.441
(20.156)
(7.885)
9.335
143.162
60.614
Azertia Group
28.443
(20.337)
(7.386)
8.711
110.982
49.760
14.462
217.024
202.562
Indra ATM
48.670
66.214
17.544
225.589
225.589
-
Indra Italy
47.951
71.871
23.920
Indra Navia
47.803
196.853
49.050
Consulting Group
58.684
58.684
-
BPO Group
71.520
133.111
Azertia Group
82.548
Prointec Group
61.222
Soluziona Group
286.960
454.668
167.708
Indra EWS
Indra EWS
Brazil
WACC variation
Prointec Group
22.222
(16.132)
(5.191)
6.073
Soluziona Group
92.224
(66.835)
(21.299)
24.909
31
5
2015
EBIT margin
Residual EBIT
Change in days of
working capital
-5,0 %
-1 p.p.
-1 p.p.
+10 días
Indra EWS
(9.575)
(7.914)
(5.946)
(2.228)
Indra ATM
(2.640)
(6.534)
(5.128)
(1.831)
Brazil
(4.432)
(22.829)
(16.941)
10.919
Indra Italy
(3.120)
(8.705)
(6.926)
(2.577)
Indra Navia
(5.793)
(12.666)
(11.027)
(2.876)
Consulting Group
(1.639)
(5.941)
(4.623)
(1.693)
BPO Group
(6.838)
(14.790)
(11.684)
(4.071)
Azertia Group
(5.855)
(11.993)
(9.480)
(3.301)
Sales variation
Prointec Group
Soluziona Group
(4.177)
(8.854)
(6.920)
(2.552)
(16.957)
(52.350)
(41.086)
(15.556)
Residual EBIT
Change in days of
working capital
2014
Sales variation
EBIT margin
-8,0 %
-1 p.p.
-1 p.p.
+10 días
Indra EWS
(18.595)
(7.319)
(5.396)
(2.144)
Indra ATM
(3.714)
(6.804)
(5.369)
(1.854)
Brazil
(9.721)
(32.617)
(24.782)
(15.157)
Indra Italy
(3.693)
(8.252)
(6.464)
(2.614)
Indra Navia
(6.170)
(10.369)
(8.750)
(2.512)
Consulting Group
(2.776)
(5.877)
(4.559)
(1.691)
BPO Group
(9.552)
(13.042)
(10.236)
(3.713)
Azertia Group
(8.957)
(13.081)
(10.339)
(3.736)
Prointec Group
(6.389)
(11.151)
(8.709)
(3.262)
(26.848)
(52.149)
(40.884)
(15.486)
Soluziona Group
This sensitivity analysis shows that the most important
CGUs present no significant risks associated with reasonably
possible variations in financial variables and operational
variables, considered on an individual basis.
In 2015, based on the calculations performed, impairment
of Euros 89,999 thousand was recognised on the Brazil
CGU (as its recoverable amount was lower than its carrying
amount at 31 December 2015). Euros 82,603 thousand
of this amount was in respect of goodwill, which was
written down entirely and Euros 7,396 thousand on other
intangible assets of the CGU (note 9). In the Consultancy
CGU impairment of Euros 9,084 thousand was recognised
and in the Others CGU impairment totalling Euros 11,982
thousand was recognised, of which Euros 8,848 thousand
is for Indra Portugal. All this impairment is recognised under
other losses on non-current assets in the income statement
(see note 32).
In 2014 the Brazil CGU and the Consultancy CGU suffered
impairment of Euros 16,656 thousand and Euros 4,055
thousand, respectively.
Details are provided below of the amount by which the value
assigned to key assumptions must be changed so that the
recoverable amount is equal to the carrying amount of each
CGU.
32
5
2015
WACC
Assumption
Value to equal
carrying amount
Assumption
Indra EWS
7,91 %
58,58 %
1,00 %
-
Indra ATM
7,91 %
10,75 %
1,91 %
(5,68 %)
12,30 %
12,30 %
4,93 %
4,93 %
Indra Italy
7,62 %
12,49 %
1,54 %
(14,94 %)
Indra Navia
6,25 %
13,52 %
2,82 %
(20,09 %)
Consulting Group
8,02 %
9,55 %
1,50 %
(2,03 %)
BPO Group
7,77 %
13,11 %
1,91 %
(9,72 %)
Azertia Group
7,77 %
13,58 %
1,91 %
(11,68 %)
Prointec Group
8,14 %
13,71 %
1,91 %
(23,28 %)
Soluziona Group
8,40 %
12,08 %
2,00 %
(7,62 %)
Brazil
Value to equal
carrying amount
2015
Sales variation
EBIT margin
Working capital (days)
Value to equal
carrying amount
Assumption
Value to equal
carrying amount
Assumption
Value to equal
carrying amount
Indra EWS
(89,64 %)
23,68 %
1,99 %
(19)
752
Indra ATM
(47,74 %)
12,02 %
8,16 %
139
276
Brazil
Indra Italy
-
6,96 %
6,96 %
91
91
(64,49 %)
10,33 %
5,69 %
100
257
Indra Navia
(78,85 %)
10,96 %
3,75 %
80
398
Consulting Group
(30,62 %)
8,74 %
7,05 %
108
168
BPO Group
(56,57 %)
10,39 %
5,16 %
37
227
Azertia Group
(58,83 %)
10,80 %
5,06 %
37
246
Prointec Group
(69,31 %)
13,72 %
7,18 %
142
369
Soluziona Group
(51,27 %)
8,95 %
5,63 %
82
194
* *Datum normalised year
33
5
2014
WACC
Assumption
Value to equal carrying amount
Indra EWS
8,36 %
121,92 %
1,00 %
-
Indra ATM
7,80 %
10,06 %
2,00 %
(3,51 %)
11,93 %
11,93 %
4,96 %
4,96 %
Indra Italy
8,17 %
10,98 %
1,70 %
(7,36 %)
Indra Navia
6,85 %
11,06 %
2,70 %
(8,02 %)
Consulting Group
8,22 %
8,22 %
1,50 %
1,50 %
BPO Group
7,94 %
12,67 %
2,00 %
(7,16 %)
Azertia Group
8,07 %
12,53 %
2,00 %
(8,10 %)
Prointec Group
8,39 %
13,02 %
2,00 %
(12,62 %)
Soluziona Group
8,40 %
11,72 %
2,00 %
(6,51 %)
Brazil
Assumption
2014
Variación Ventas
Margen EBIT
Días de circulante
Assumption
Value to equal
carrying amount
Assumption
Value to equal
carrying amount
Indra EWS
(87,1 %)
27,2 %
(0,4 %)
(155)
857
Indra ATM
(42,1 %)
10,4 %
7,5 %
127
232
-
8,3 %
8,3 %
88
88
Indra Italy
(51,8 %)
9,6 %
6,7 %
120
212
Indra Navia
(63,6 %)
9,8 %
5,1 %
102
297
-
10,7 %
10,7 %
158
158
Brazil
Consulting Group
BPO Group
(51,6 %)
10,1 %
5,4 %
27
193
Azertia Group
(54,1 %)
10,4 %
5,7 %
55
218
Prointec Group
(62,3 %)
10,4 %
5,9 %
96
249
Soluziona Group
(50,0 %)
9,3 %
6,1 %
91
199
*Datum normalised year
34
5
9. OTHER INTANGIBLE ASSETS
Thousands of Euros
follows:
Balance at
31.12.14
Change in
consolidated
Group
Translation
differences
Additions
Disposals
Transfers
Balance at
31.12.15
Investments:
Industrial property
39.306
-
(27)
-
-
-
39.279
Computer software
179.059
(6)
(603)
714
(841)
147.248
325.571
Development expenses
248.447
-
(1.853)
34.288
-
(141.189)
139.693
23.858
-
(139)
16
(26)
(2.681)
210.028
490.670
(6)
(2.622)
35.018
(867)
3.378
525.571
Amortisation
Industrial property
(11.388)
-
27
(274)
-
1
(11.634)
Computer software
(77.155)
5
604
(56.423)
885
135
(131.949)
(8.914)
-
820
(1.483)
-
(411)
(9.988)
(13.746)
1
17
(2.523)
26
3.201
(13.024)
(111.203)
6
1.468
(60.703)
911
(2.926)
(166.595)
(70.491)
-
-
(9.382)
37.265
-
(42.608)
(70.491)
-
-
(9.382)
37.265
-
(42.608)
Industrial property
-
(593)
(5470)
-
-
(6.063)
Computer software
-
-
-
-
(18.956)
(18.956)
Grants
Provisions
(10.956)
-
-
-
-
18.956
-
(187)
-
(210)
(1.926)
-
187
(2.136)
(19.143)
-
(803)
(7.396)
-
187
(27.155)
Carrying amount:
Industrial property
27.918
-
(593)
(5.744)
-
1
21.582
Computer software
101.904
(1)
1
(55.709)
44
128.427
174.666
150.086
-
(1.033)
23.423
37.265
(122.644)
87.097
9.925
1
(332)
(4.433)
-
707
5.868
289.833
-
(1.957)
(42.463)
37.309
6.491
289.213
Total
35
5
Thousands of Euros
Balance at
31.12.13
Change in
consolidated
Group
Translation
differences
Additions
Disposals
Transfers
Balance at
31.12.14
Investments:
Industrial property
39.200
-
106
-
-
-
39.306
Computer software
116.666
(730)
348
192
(3.418)
66.001
179.059
256.417
(21)
(126)
59.518
(595)
(66.746)
248.447
24.293
(253)
749
3
(30)
(904)
23.858
436.576
(1.004)
1.077
59.713
(4.043)
(1.649)
49.670
Industrial property
(10.035)
-
11
(1.363)
-
(1)
(11.388)
Computer software
(45.101)
357
(46)
(34.145)
458
1.322
(77.155)
(7.645)
21
130
(822)
178
(776)
(8.914)
Amortisation
(12.193)
-
(355)
(2.404)
-
1.206
(13.746)
(74.974)
378
(260)
(38.734)
636
1.751
(111.203)
(75.676)
-
-
(13.124)
18.309
-
(70.491)
(75.676)
-
-
(13.124)
18.309
-
(70.491)
During 2015 and 2014, the Group performed the
impairment tests required under accounting standards,
which revealed the need to recognise impairment of
Euros 18,865 thousand on the energy market Commercial
Management project (see note 32). In 2015 this
development has been transferred to computer software
and amortisation has commenced.
In 2015, as described in note 8, impairment of Euros 7,396
thousand came to light on intangible assets recognised in
2011 as a result of the acquisition of Politec Tecnología
da Informacao, S.A. (see note 8) when estimating the
recoverable amount of the Brazil CGU.
The most significant groupings of development projects
and computer software capitalised, excluding the impact of
grants extended, are as follows:
Grants
Provisions:
-
-
-
(18.956)
-
-
(18.956)
-
-
-
(187)
-
-
(187)
-
-
-
(19.143)
-
-
(19.143)
Carrying amount:
Industrial property
29.165
-
117
(1.363)
-
(1)
27.918
Computer software
71.565
(373)
302
(33.953)
(2.960)
67.323
101.904
150.086
173.096
-
4
26.616
17.892
(67.522)
12.100
(253)
394
(2.588)
(30)
302
9.925
285.926
(626)
817
(11.288)
14.902
102
289.833
Total
36
5
Thousands of Euros
2015
2014
Banking core
33.029
33.029
Healthcare market software development
15.172
15.172
Insurance market platform development
30.321
30.321
Development of air surveillance system (Atlante)
21.272
20.631
Internal SAP software
18.151
18.151
Energy market sales management systems
77.720
75.368
6.170
5.513
Railway and interurban traffic control development
17.934
17.439
Self-protection systems and onboard sensors
23.933
14.602
Airline revenue accounting systems
14.095
12.840
Security systems
8.230
7.479
Defence surveillance systems
5.193
3.116
Surveillance and air traffic control systems
7.030
6.985
Simulator systems
1.598
1.598
13.487
12.155
Investments (1):
Earth observation software and satellite communication systems
Remotely piloted aircraft (RPA) systems
Smart grid solutions
9.953
9.656
303.288
284.055
37
5
Thousands of Euros
2015
2014
Estimated years of
amortisation (2)
Banking core
(9.921)
(6.727)
1 to 10 years
(5.036)
(3.795)
1 to 10 years
(6.064)
(3.032)
10
(6.171)
(4.284)
10
Accumulated amortisation:
(1.469)
-
10
(3.611)
-
1 to 5 years
(2351)
-
1 to 5 years
(1.848)
-
1 to 5 years
(45.023)
(22.055)
(18.956)
(18.956)
(18.956)
(18.956)
Accumulated impairment:
38
5
Thousands of Euros
2015
2014
Carrying amount:
These projects are likely to generate future economic
benefits that will offset the cost of the assets recognised.
In 2015, as in 2014, the Parent continued investing in
development in all areas of activity, particularly in the area
of financial institutions and in the energy market. A total
amount of Euros 34,288 thousand was capitalised in 2015
(Euros 59,518 thousand in 2014). The Parent recognised
impairment of Euros 18,956 thousand in 2014 as a result
of the annual review of the business plans associated with
the main intangible assets. This impairment is in respect
of energy market investments as new, more conservative,
estimates were used for the commercial performance. In
2015 this development has been transferred to computer
software and amortisation has commenced.
Banking core
23.108
26.302
10.136
11.377
24.257
27.289
Development of air surveillance system (Atlante)
21.272
20.631
11.980
13.867
57.295
56.412
2.317
3.586
14.323
17.439
Self-protection systems and onboard sensors
23.562
14.231
14.095
12.840
Security systems
4.638
5.560
Defence surveillance systems
5.193
3.116
4.679
6.985
Project
862
1.598
13.487
12.155
8.105
9.656
239.309
243.044
Earth observation software and satellite communication systems
The most significant transfers recognised under computer
software in 2015 and 2014 are related to the following
groupings:
Thousands of Euros
2015
2014
77.720
-
Railway and interurban traffic control
development
15.012
-
8.167
-
5.597
-
by 2016 year end.
-
15.172
(2) The groupings of projects comprise many projects with different useful
-
30.321
Security systems
-
1.244
Simulator systems
Total
(1) The amortisation of all current developments is expected to have started
lives on an individual basis. Therefore, in one grouping a project could be
amortised in the same year it is capitalised while other projects in that
grouping could have useful lives of 10 years.
Certain capitalised development costs have been financed
or subsidised by various public authorities through the
relevant public entities. Details are provided below of the
projects that received the most significant grants in 2015
and 2014 (Euros 42,608 thousand and Euros 70,491
thousand, respectively):
39
5
Thousands of Euros
Thousands of Euros
Project
2015
2014
Banking core
6.859
7.815
Security systems
4.911
2.478
3.471
4.682
Railway and interurban traffic control
development
2.599
4.557
Self-protection systems and onboard
sensors
2.552
2.418
Development of air surveillance system
(Atlante)
1.833
1.833
Earth observation software and satellite
communication systems
1.831
5.485
1.601
1.507
-
3.187
-
2.122
Simulator systems
-
1.145
Costs incurred internally
Balance at
31.12.15
Acquisitions from third parties
Finite useful
life
Amortisation
rate
Indefinite
useful life
Finite useful
life
Amortisation
rate
Carrying amount
Industrial property
21.582
-
-
19.949
1.633
10 %
Computer software
174.666
173.200
10-100%
-
1.466
25 %
87.097
87.087
20%
-
10
10-25 %
5.868
199
-
-
5.669
10 %
289.213
260.486
19.949
8.778
Thousands of Euros
Costs incurred internally
Balance at
31.12.14
Acquisitions from third parties
Finite useful
life
Amortisation
rate
Indefinite
useful life
Finite useful
life
Amortisation
rate
Carrying amount
In 2015 and 2014, industrial property includes the following
assets acquired from third parties for a total amount of
Euros 39,279 thousand (Euros 39,306 thousand in 2014):
• Software maintenance rights acquired by the Parent for
Euros 23,170 thousand in 2010.
• Industrial property of Euros 13,711 thousand recognised
on the acquisition of Politec Tecnología da InformaÇao,
S.A. in 2011.
Industrial property
27.918
-
-
19.948
7.970
10 %
Computer software
101.904
100.125
10-100%
-
1.779
25 %
150.086
149.444
20%
-
642
10-25 %
9.925
-
-
-
9.925
10 %
289.833
249.569
19.948
20.316
Details of the amortisation rates of intangible assets are as
follows:
40
5
At 31 December 2015 fully amortised intangible assets
amount to Euros 105,816 thousand (Euros 61,240
thousand at 31 December 2014).
In 2015 a loss of Euros 99 thousand (Euros 1,063 thousand
in 2014) was generated on disposals, which was recognised
in the consolidated income statement (see note 32).
The Group has taken out insurance policies to cover the risks
to which some of its intangible assets are exposed. The
coverage of these policies is considered sufficient.
10. FINANCIAL INSTRUMENTS
The classification of financial assets (except investments in
associates) by class and maturity date in 2015 and 2014 is
as follows:
Financial assets:
Nature / Category
Note
Available-for-sale
financial assets
Loans and
receivables
Hedging
derivatives
Other investments in non-Group companies
12
16.593
-
-
Other assets receivable
12
-
2.867
-
12
Non-current
-
21.725
-
16.593
24.592
-
Guarantees and deposits
14
-
2.112
-
Derivatives
14
-
-
1.701
1414, 15 y 16
-
1.429.627
-
-
1.431.739
1.701
16.593
1.456.331
1.701
Current
Total
Financial assets:
Nature / Category
Note
Available-for-sale
financial assets
Loans and
receivables
Hedging
derivatives
Other investments in non-Group companies
12
15.872
-
-
Derivatives
12
-
-
14
Other assets receivable
12
-
42.991
-
12
-
25.006
-
15.872
67.997
14
Non-current
Guarantees and deposits
14
-
4.866
-
Derivatives
14
-
-
777
1414, 15 y 16
-
1.653.015
-
-
1.657.881
777
15.872
1.725.878
791
Current
Total
41
5
Available-for-sale financial assets
Available-for-sale financial assets consist of investments
in unlisted companies which, because their market value
cannot be reliably determined, were measured at acquisition
cost or for a lower amount in the event of any impairment.
Loans and receivables
As its principal activity, the Group carries out projects
commissioned by customers. The Group recognises income
and expenses on contracts using the percentage of
completion method. This method is based on estimating
the total project costs and income, costs to complete the
contract, contractual risk and other parameters.
Financial liabilities:
Nature / Category
The classification of financial assets by class and maturity
date in 2015 and 2014 is as follows:
Hedging derivatives
20
724.372
-
Bonds and other marketable securities
20
237.543
-
Derivatives
21
-
11.437
Other financial liabilities
21
20.946
-
982.861
11.437
Non-current payables/financial liabilities
24
78.648
-
24
729
-
1426
-
30.936
Derivatives
Following the established procedure, Indra’s project
managers periodically make estimates to verify whether the
main technical and economic assumptions of the projects
in their portfolio are being met. In this analysis special
attention is paid to the projects that are most likely to
deviate from plan and therefore have a negative financial
impact (see note 15).
Debts and payables
25 y 26
Current payables/financial liabilities
Total
1.402.004
-
1.481.381
30.936
2.464.242
42.373
Financial liabilities:
Nature / Category
Debts and payables
Hedging derivatives
20
472.697
-
20
229.686
-
Derivatives
20 y 21
-
8.785
20 y 21
Non-current payables/financial liabilities
145.546
-
847.929
8.785
24
91.971
-
24
38.891
-
1426
-
18.493
25 y 26
1.325.097
-
1.455.959
18.493
2.303.888
27.278
Derivatives
Current payables/financial liabilities
Total
42
5
As currencies are traded on official markets, the fair value of
exchange rate insurance is calculated based on the quoted
price of each currency at each reporting date (level 1).
The Group has also contracted interest rate hedges to
eliminate or significantly reduce these risks. The fair value
of interest rate hedges is based on the market values
of equivalent derivative financial instruments at the
date of the statement of financial position. All interest
rate hedges are also effective as cash flow hedges. The
Group recognises the portion of the gain or loss on the
measurement at fair value of a hedging instrument that is
determined to be an effective hedge in recognised income
and expense (level 1).
Details of the characteristics of each of the liabilities are
provided in the relevant note to these consolidated annual
accounts.
A breakdown of the net finance cost recognised in the
consolidated income statements for 2015 and 2014 is as
follows:
Thousands of Euros
2015
2014
Finance costs for loans and borrowings
30.278
30.626
Other finance costs
13.283
10.114
922
6.291
4.519
967
Total finance costs
59.444
61.253
Other finance income
857
11.804
Total finance income
857
11.804
Financial liabilities at amortised cost
Exchange gains
The Euros 922 thousand recognised under financial
liabilities at amortised cost in 2015 (Euros 6,291 thousand
in 2014) comprises finance costs from debt adjustments,
mainly R&D loans with below-market interest rates.
43
5
11. EQUITY-ACCOUNTED INVESTEES
Thousands of Euros
Balance at
31.12.14
Change in
consolidated Group
Investment
Translation
differences
Dividends
Profit/loss
Balance at
31.12.15
SAES Capital
2.272
-
-
-
(407)
116
1.981
Eurofighter Simulation Systems
3.695
-
-
-
(1.040)
(29)
2.626
395
-
-
-
-
54
449
1.508
-
-
-
-
(124)
1.384
15
(15)
-
-
-
-
-
Trias Beltran
8
(8)
-
-
-
-
-
I3 Televisión
173
-
-
-
-
(48)
125
follows:
Euromids
Iniciativas Bioenergéticas
Idetegolf
IESSA
(4.396)
4.396
-
-
-
-
-
IRB Riesgo Operacional
425
-
-
-
-
(121)
304
A4 Essor
230
-
-
-
-
(202)
28
Tower Air Traffic System
501
-
-
-
-
-
501
96
(96)
-
-
-
-
-
150
-
-
-
-
-
150
3
-
-
-
-
-
3
(4)
-
-
(9)
-
(9)
(22)
(69)
-
-
9
-
(40)
(100)
38
-
-
3
-
24
65
Indra Sistemas de Tesorería
Logistica Marítima de Tuxpan
Natming
Indra Isolux México
Visión Inteligente Aplicada
EFI Túneles Necaxa
Societat Catalana Per a la Mobilitat
Total
624
-
823
-
-
2
1.449
5.664
4.277
823
3
(1.447)
(377)
8.943
44
5
The main figures for the most significant equity-accounted
investments are provided in Appendix V.
Thousands of Euros
Balance at
31.12.13
Change in
consolidted
Group
Investment
Translation
differences
Dividends
Profit/loss
Transfers
Balance at
31.12.14
SAES Capital
2.500
-
-
-
(434)
206
-
2.272
Eurofighter Simulation Systems
3.173
-
-
-
522
-
3.695
337
-
-
-
-
58
-
395
1.079
-
650
-
-
(221)
-
1.508
15
-
-
-
-
-
-
15
Trias Beltran
8
-
-
-
-
-
-
8
I3 Televisión
-
-
425
-
-
(382)
130
173
IESSA
-
-
-
-
-
(3.744)
(652)
(4.396)
-
-
-
-
-
99
326
425
A4 Essor
158
-
-
-
-
72
-
230
Eólica Maritima y Portuaria
(21)
21
-
-
-
-
-
-
Tower Air Traffic System
501
-
-
-
-
-
-
501
38
-
-
-
-
58
-
96
150
-
-
-
-
-
-
150
Romskog Utvickling AS
6
-
-
(6)
-
-
-
-
Natming
3
-
-
-
-
-
-
3
Indra Isolux México
5
-
-
-
-
(9)
-
(4)
(67)
-
-
-
-
(2)
-
(69)
40
-
-
-
-
(2)
-
38
-
624
-
-
-
-
-
624
7.925
645
1.075
(6)
(434)
(3.345)
(196)
5.664
Euromids
Iniciativas Bioenergéticas
Idetegolf
Logistica Marítima de Tuxpan
Visión Inteligente Aplicada
EFI Túneles Necaxa
Societat Catalana Per a la
Mobilitat
Total
Movement relating to investments in associates during the
year ended 31 December 2015 is as follows:
• On 10 January 2015 the subsidiary Indra BPO, S.L. ratified
the winding up of its investee Trias Bertrán 4, S.L.,
generating a loss of Euros 1 thousand, which has been
recognised in the consolidated income statement (note
32).
• On 22 May 2015 the Parent paid an additional Euros 25
thousand for the share capital of Societat Catalana per a
la Mobilitat, S.A. On successive dates and during the year
it paid a further Euros 798 thousand.
• On 16 October 2015 the Parent sold its interest in the
subsidiary Indra Esteio Sistemas S.A.(IESSA), incurring a
loss of Euros 145 thousand, which has been recognised in
the consolidated income statement (see note 32).
• On 13 November 2015 the Parent sold its interest in the
subsidiary Indra Sistemas de Tesorería, S.L., generating a
gain of Euros 5 thousand, which has been recognised in
the consolidated income statement (note 32).
• On 18 December 2015 the subsidiary Prointec, S.A.
ratified the winding up of its investee Idetegolf, S.A.
45
5
The following movements took place in investments in
associates during the year ended 31 December 2014:
• On 15 January 2014 the subsidiary Prointec, S.A. dissolved
its investee Eólica Marítima y Portuaria, in which it held a
20% interest. A loss of Euros 17 thousand was incurred,
which was recognised in the consolidated income
statement (see note 32).
• On 31 January 2014 the subsidiary Prointec, S.A.
subscribed and paid up the share capital increase carried
out by Iniciativas Bioenergéticas, S.L. for Euros 650
thousand.
• On 10 October 2014 the Parent, together with three
other shareholders, incorporated Societat Catalana per a
la Mobilitat, S.A., holding a 25% interest. The amount paid
in was Euros 624 thousand.
• On 26 December 2014 the Parent subscribed and paid
up the capital increase of Euros 5 thousand, with a share
premium of Euros 50 thousand and a contribution of
Euros 370 thousand to offset losses, in the investee I3
Televisión, S.L.
12. NON-CURRENT FINANCIAL
ASSETS
Movement in other investments during the years ended 31
December 2015 and 2014 is as follows:
Thousands of Euros
Balance at
31.12.14
Change in
conslidted
Group
Translation
differences
Additions
Disposals
Transfers
Balance at
31.12.15
17.533
-
-
884
(68)
-
18.369
2.932
-
(242)
168
-
-
2.858
25.006
(12)
(4.920)
2.180
(529)
-
21.725
14
-
-
-
-
(14)
-
40.059
-
(9.205)
-
(3.502)
(27.343)
9
85.564
(12)
(14.367)
3.232
(4.099)
(27.357)
42.961
(1681)
-
-
(95)
-
-
(1.776)
(1681)
-
-
(95)
-
-
(1.776)
15.872
-
-
789
(68)
-
16.593
2.932
-
(242)
168
-
-
2.858
25.006
(12)
(4.920)
2.180
(529)
-
21.725
14
-
-
-
-
(14)
-
Investments:
Other non-current investments in
non-Group companies
Non-current loans
Non-current security deposits
Cash flow hedges
Impairment:
Other non-current investments
in non-Group companies
Carrying amount:
Non-current loans
Cash flow hedges
Total
40.059
-
(9.205)
-
(3.502)
(27.343)
9
83.883
(12)
(14.367)
3.137
(4.099)
(27.357)
41.185
46
5
Thousands of Euros
Balance at
31.12.13
Change in
consolidated
Group
Translation
differences
Additions
Disposals
Transfers
Balance at
31.12.14
15.583
-
-
1.979
(9)
-
17.553
2.132
-
(1)
815
(14)
-
2.932
24.727
(300)
188
6.309
(5.758)
(160)
25.006
1.943
-
-
-
(1.929)
-
14
28.830
(80)
303
10.020
(14)
1.000
40.059
73.215
(380)
490
19.123
(7.724)
840
85.564
(1681)
-
-
-
-
-
(1.681)
(1681)
-
-
-
-
-
(1.681)
13.902
-
-
1.979
(9)
-
15.872
2.132
-
(1)
815
(14)
-
2.932
24.727
(300)
188
6.309
(5.758)
(160)
25.006
1.943
-
-
-
(1.929)
-
14
28.830
(80)
303
10.020
(14)
1.000
40.059
71.534
(380)
490
19.123
(7.724)
840
83.883
Investments:
Non-current loans
Cash flow hedges
Impairment:
Carrying amount:
Non-current loans
Cash flow hedges
Total
47
5
Other non-current investments in non-Group
companies
Thousands of Euros
Percentage
ownership
Details are as follows:
Balance at
31.12.14
Additions
Disposals
Balance at
31.12.15
Investments:
Safelayer Secure Comunications
Galileo Sistemas y Servicios
Hisdesat Servicios Estratégicos
Prointec sub-group
Neotec
Bansabadell Information Systems
15 %
476
-
-
476
13,45 %
138
-
-
138
7%
7.572
-
-
7.572
-
118
-
-
118
4,76 %
5.071
-
-
5.071
19 %
1.184
14
-
1.198
4,77 %
1.000
-
-
1.000
Medina Capital Fund GP
-
1.923
870
-
2.793
Other
-
Volcat
71
-
(68)
3
17.553
884
(68)
18.369
(152)
-
-
(152)
Impairment:
Prointec sub-group
Volcat
(3)
-
-
(3)
(520)
-
-
(520)
(6)
(95)
-
(101)
(1.000)
-
-
(1.000)
(1.681)
(95)
-
(1.776)
Carrying amount:
324
-
-
324
135
-
-
135
7.052
-
-
7.052
Prointec sub-group
112
(95)
-
17
Neotec
5.071
-
-
5.071
1.184
14
-
1.198
-
-
-
-
1.923
870
-
2.793
Volcat
Other
71
-
(68)
3
Total
15.872
789
(68)
16.593
48
5
Thousands of Euros
Percentage
ownership
Balance at
31.12.13
Additions
Disposals
Balance at
31.12.14
15 %
476
-
-
476
Investments:
Prointec sub-group
Neotec
Volcat
13,45 %
138
-
-
138
7%
7.572
-
-
7.572
-
118
-
-
118
4,76 %
5.071
-
-
5.071
19 %
1.169
15
-
1.184
4,77 %
1.000
-
-
1.000
-
-
1.923
-
1.923
Other
-
39
41
(9)
71
15.583
1.979
(9)
17.553
(152)
-
-
(152)
(3)
-
-
(3)
(520)
-
-
(520)
(6)
-
-
(6)
(1.000)
-
-
(1.000)
(1.681)
-
-
(1.681)
324
-
-
324
135
-
-
135
Prointec sub-group
Volcat
Carrying amount:
Prointec sub-group
7.052
-
-
7.052
112
-
-
112
Neotec
5.071
-
-
5.071
1.169
15
-
1.184
-
-
-
-
Volcat
The main transactions involving non-current investments in
non-Group companies in 2014 were as follows:
• On 1 December 2014 the Parent invested Euros 1,923
thousand in Medina Capital Fund GP, LLC. The Company
has a commitment to invest up to USD 5,000 thousand
over 5 years.
Impairment:
• On 16 March 2015 and 11 December 2015 the
Parent paid Euros 441 thousand and Euros 425
thousand respectively, for the investment in Medina
Capital Fund GP, LLC, complying with the investment
commitment acquired of up to USD 5,000 thousand in
a period of five years. Medina Capital is an investment
fund that specialises in investments in companies
that are specialists in the fields of cyber security, IT
infrastructures, cloud solutions and software solutions as
a service.
-
1.923
-
1.923
Other
39
41
(9)
71
Total
13.902
1.979
(9)
15.872
This item also includes deposits and guarantees placed to
secure the rental of buildings and properties used by the
Group and employment-related and commercial claims.
Additions include Euros 2,180 thousand (Euros 6,309
thousand in 2014) of arrangement costs relating to
deposits for leased property, due to office relocation.
Also security deposits totalling Euros 529 thousand were
derecognised (Euros 5,758 thousand in 2014).
At 31 December 2013 the cancellation of the liability for
the variable component arising from the acquisition of
Politec Tecnología da Informaçao, S.A. (now Indra Brasil
Soluçoes e Servicos Tecnológicos, S.A.) in 2011, together
with the recognition and materialisation in 2014 and 2013
of new contingent employment liabilities at the Brazilian
subsidiary led to the execution in 2013 of contractual
guarantees related to certain buildings on the part of
the seller. As a result of this circumstance, Euros 36,605
thousand (Euros 27,205 thousand in 2013) was recognised
49
5
in other non-current financial assets for the estimated
receivables from the difference between the contingent
liabilities paid by Indra up to that date less the amount of
the franchise established in the stock purchase agreement
(SPA).
On 14 November 2014 Indra Sistemas, S.A., Indra
Company Brasil, Ltda. and Indra Brasil Soluções e Serviços
Tecnológicos, S.A. entered into a mutual consent
agreement with Politec Participaçoes, Ltda (Polipar) and its
shareholders. The main aspects of this agreement are as
follows:
• Polipar and its shareholders recognise that no additional
amount or price is payable by the Indra Group as a result
of the aforementioned SPA.
• Polipar and its shareholders recognise by virtue of
the SPA, that they are jointly and severally obliged to
compensate the buyers as a result of the contingent
liabilities incurred by the acquirees.
• To settle this compensation obligation set forth in the
SPA and described above, Polipar and its shareholders
agreed to transfer two buildings free of any liens to Indra
Brasil Soluções e Serviços Tecnológicos, S.A
.• The parties expressly agree to waive any right or
additional compensation deriving from the SPA signed in
2011 other than that mentioned in the above point.
The aforementioned buildings will be registered in the name
of the Indra Group once the formal requirements to release
the judicial attachments affecting the buildings and reverse
their inalienable status are completed, which is when the
Group will acquire legal title to these buildings.
The estimated receivables at 31 December 2014
(Euros 36,605 thousand) corresponded to the value of
both buildings taken from an assessment made by an
independent expert in Brazil of both buildings less the
estimated costs that will be incurred in any subsequent sale.
As a result of the release from the judicial attachments
and inalienable status, in 2015 the Euros 18,229
thousand corresponding to one building was transferred
from other non-current financial assets to property, plant
and equipment (note 6). The Euros 6,024 thousand
corresponding to the second building was transferred to
other financial assets and other current assets (note 14).
This latter amount is net of the Euros 3,090 thousand of
impairment recognised (note 32).
Euros 3,502 thousand (Euros 3,502 thousand in 2014) was
derecognised from this item as a result of the nine-year
marketing agreement arranged as part of the sale of Gibb
Portugal Consultores de Engenharia, Gestado e Ambiente,
S.A. and the loss was recognised in the consolidated income
statement (note 33).
Details of other assets at 31 December 2015 and 2014 are
as follows:
Thousands of Euros
Advances and loans to personnel
Details of inventories at 31 December 2015 and 2014 are
as follows:
Thousands of Euros
2015
2014
204
341
Raw materials
11.939
14.495
Work in progress
58.024
216.313
70.167
213.149
Total carrying amount
14. OTHER FINANCIAL ASSETS,
INCLUDING DERIVATIVES, AND
OTHER CURRENT ASSETS
Other receivables
13. INVENTORIES
Merchandise
projects derecognised by the Parent (Euros 131,349
thousand in 2014).
Work in progress under inventories includes materials, direct
labour costs, and other services acquired for projects.
2015
2014
14.979
11.699
4.096
7.427
44.037
40.633
Prepayments
5.452
8.743
Current deposits
2.130
2.869
Current security deposits
2.112
4.866
Derivatives (note 37 a)
1.701
777
74.507
77.014
Public entities (note 36)
In 2015 Euros 6,024 thousand recognised under other
receivables is due to the transfer of the receivable derived
from the acquisition of Politec Tecnología da Informaçao,
S.A. (now Indra Brasil Soluçoes e Servicos Tecnológicos, S.A.)
(note 12c).
During 2015 the Group has derecognised projects underway
totalling Euros 103,199 thousand (Euros 138,543 thousand
in 2014) due to reprogramming and program cancellations
as well as changes to estimates as a result of various
factors and events that occurred in 2015 and 2014 that
have made their future recovery very unlikely.
Euros 71,690 thousand of this amount corresponds to
50
5
15. TRADE AND OTHER
RECEIVABLES
projects carried out by the Group.
Details of trade and other receivables at 31 December 2015
and 2014 are as follows:
Thousands of Euros
2015
2014
700.597
710.202
At 31 December 2015 and 2014 the Group had past due
receivables totalling Euros 392,706 thousand and Euros
363,223 thousand, respectively (see note 37b). The Group
expects these amounts to be paid in under 12 months.
Movement in the provision for impairment in both years was
as follows:
Thousands of Euros
Trade receivables, non-Group
Receivables, billable production
Advances to suppliers
Other receivables
Total
Impairment
838.148
961.298
28.168
19.658
8.409
5.476
1.575.322
1.696.634
(173.940)
(81.144)
1.401.382
1.615.490
Provisions recognised in 2015 totalling Euros 137,340
thousand (Euros 69,646 thousand in 2014) are for
receivables considered of doubtful collection by the Group
due to several new events in 2015 such as lawsuits with
certain clients, the worsening macro-economic conditions
in some countries and more exacting milestone acceptance
terms on some projects, mainly in Brazil.
Impairment
Balance at
31.12.14
Provisions
Applications
Translation
differences
Reversals
Balance at
31.12.15
81.144
137.340
(28.662)
(5.955)
(9.927)
173.940
Thousands of Euros
Impairment
Balance at
31.12.13
Provisions
Applications
Translation
differences
Reversals
Balance at
31.12.14
30.361
69.646
(9.882)
(234)
(8.747)
81.144
At 2015 and 2014 year ends the Group derecognised
receivables under non-recourse factoring agreements
totalling Euros 186,763 thousand and Euros 187,129
thousand, respectively.
The transfer of risks and rewards was analysed to
conclude on whether these amounts could effectively be
derecognised. According to the agreements signed, the
factors (various financial institutions) assume the risk of
insolvency and payment in arrears. Therefore, Indra does
not retain the risks derived from non-payment. The nature
of these financial assets written off under non-recourse
factoring is invoices issued for services rendered and
51
5
16. CASH AND CASH EQUIVALENTS
Thousands of Euros
2015
2014
62.202
5.225
1.588
6.787
63.790
12.012
Cash
277.764
281.838
Total
341.554
293.850
Current deposits and fixed-income
securities
Other current investments
Subtotal
Cash in 2015 includes Euros 164,351 thousand in current
accounts that accrue interest at an average rate of 0.27%
in 2015 (Euros 145,455 thousand in 2014 earning interest
at an average rate of 1.06%), which belong to the Parent.
This item also comprises Euros 809 thousand (Euros 3,479
thousand in 2014) in relation to a liquidity agreement with
BEKA FINANCE (note 18).
At 31 December 2015 and 2014 all the cash is unrestricted
and can be used in transactions related to the Group’s
activities.
17. NON-CURRENT ASSETS AND
LIABILITIES HELD FOR SALE
In 2015 the land valued at Euros 5,566 thousand (Euros
7,451 thousand in 2014) included in the acquisition of Indra
Brasil, S.A. and which was being sold has been transferred to
property, plant and equipment (note 6) as the sale process
did not go ahead.
In 2015 the Parent has reclassified the investments in the
subsidiaries Indra France Sas, Azertia Gestión de Centros
Venezuela, S.A. and Indra Hungary LLC, totalling Euros
6,600 thousand, to this item as they were fully written
off because they are being wound up. Fully written off
loans granted to these subsidiaries totalling Euros 1,164
thousand have also been reclassified to this item.
The balance of Euros 1,655 thousand reflects the Parent’s
interests in the subsidiaries Azertia Brasil and Azertia
Puerto Rico, which are currently being liquidated and Search
Informática Ltda. and Ultracom-Consultoría em Tecnología
da InformaÇao Ltda that are being sold.
Liabilities held for sale comprises payables to third parties
of Search Informática Ltda. and Ultracom-Consultoría em
Tecnología da InformaÇao Ltda.
18. EQUITY
Subscribed capital
At 31 December 2015 subscribed and paid-in share
capital amounts to Euros 32,826,507.80, represented by
164,132,539 ordinary shares of Euros 0.20 par value each,
represented by book entries.
Consequently, according to information available to the
Parent, the significant shareholders with an interest
exceeding 3%, excluding any interest held on behalf of third
parties, are as follows:
31.12.15
31.12.14
Sociedad Estatal de Participaciones
Industriales (SEPI)
20,141 %
20,141 %
Corporación Financiera Alba
11,325 %
12,529 %
Fidelity Management & Research LLC
6,499 %
9,962 %
THS
3,378 %
-
Telefónica
3,162 %
-
Schroeder IM
3,109 %
-
Bestinver
3,011 %
-
Additionally Fidelity Management & Research LLC has
financial instruments that confer it voting rights on
6,557,439 shares, equivalent to a 3.995% interest in the
share capital.
The share capital has been subscribed and fully paid.
All the shares are listed on the Madrid, Barcelona, Valencia
and Bilbao stock exchanges. They are traded on the
Organised Stock Market and listed in the selective IBEX-35
index, with a year-end share price of Euros 8.67 (Euros 8.07
at the 2014 reporting date). The average share price for the
last quarter of the year was Euros 9.59 in 2015 and Euros
8.86 in 2014.
The Parent does not have a register of the percentage
interests held by shareholders and can only verify its
shareholding structure when this information is provided
directly by shareholders or made public in compliance with
prevailing legislation on significant shareholdings (which
generally requires the disclosure of interests exceeding 3%
of share capital), or through the information provided by
Iberclear when shareholders’ meetings are held.
52
5
Details of the shareholdings held directly or indirectly by
members of the board of directors at 31 December 2015
are as follows:
Number of shares
Class
Direct
Indirect.
Total
% of share
capital
Independent
37.102
-
37.102
0,023
Executive
149.254
-
149.254
0,091
Propietaryl
8.226
-
8.226
0,005
Independent
61.443
12.600
74.043
0,045
Independent
32.703
-
32.703
0,020
Proprietary
27.608
-
27.608
0,017
Gutiérrez-Barquín (2)
Proprietary
15.677
-
15.677
0,010
Adolfo Menéndez Menéndez (1)
Proprietary
9.230
-
9.230
0,006
Executive
53.838
-
53.838
0,033
Enrique de Leyva
Independent
2.148
-
2.148
0,001
Ignacio Santillan del Barrio
Independent
21.302
-
21.302
0,013
Rosa Sugrañes Arimany
Independent
31.209
-
31.209
0,019
Alberto Terol Estabean
Independent
28.159
-
28.159
0,017
477.899
12.600
490.499
0,309
Board members
Isabel Aguilera Navarro
Javier de Andrés González
Juan Carlos Aparicio Pérez
(1)
Daniel García-Pita
Luis Lada Díaz
Juan March de la Lastra
(2)
Santos Martínez-Conde
Fernando Abril-Martorell
Total
(1) Representing the shareholder Sociedad Estatal de Participaciones
Industriales (SEPI)
(2) Representing the shareholder Corporación Financiera Alba.
53
5
Shares owned either directly or indirectly by members of the
board of directors at 31 December 2014 were as follows:
At 31 December 2015 the board of directors represented
52,135,433 shares or 31.76% of total shares. At 31
December 2014 the board of directors represented
54,440,120 shares or 33.17% of total shares.
Number of shares
Class
Direct
Indirect
Total
% of share
capital
Indepedent
32.579
-
32.579
0,020
Executive
146.317
-
146.317
0,0890,0,089
Juan Carlos Aparicio Pérez (1)
Proprietary
4.184
-
4.184
0,003
Daniel García-Pita
Indepedent
57.536
12.600
70.136
0,043
Luis Lada Díaz
Indepedent
28.931
-
28.931
0,018
Juan March de la Lastra (2)
Proprietary
23.543
-
23.543
0,014
Gutiérrez-Barquín (2)
Proprietary
11.389
-
11.389
0,007
Adolfo Menéndez Menéndez (1)
Proprietary
4.919
-
4.919
0,003
Executive
403.322
-
403.322
0,246
Mónica de Oriol Icaza
Indepedent
25.416
-
25.416
0,015
Ignacio Santillana del Barrio
Indepedent
16.355
-
16.355
0,010
Indepedent
27.707
-
27.707
0,017
Alberto Terol Estabean
Indepedent
22.841
-
22.841
0,014
805.039
12.600
817.639
0,498
Board members
Javier Monzón de Cáceres
Total
At the annual general meetings of the Parent company
held on 25 June 2015 and 26 June 2014, the shareholders
agreed to the application of the consolidated loss for
2014 and distribution of consolidated profit for 2013,
respectively, as shown in the accompanying consolidated
statements of changes in equity.
The Group manages its capital with the aim of safeguarding
its capacity to continue operating as a going concern,
so as to continue providing shareholder remuneration
and benefiting other stakeholders, while maintaining an
optimum capital structure.
Capital management is aimed at maintaining a solid
financial structure that optimises the cost of capital and
the availability of financial resources, ensuring long-term
business continuity. This conservative financial policy
enables the Parent to create adequate shareholder value
while ensuring liquidity and its solvency.
(1) Representing the shareholder Sociedad Estatal de Participaciones
Industriales (SEPI)
(2) Representing the shareholder Corporación Financiera Alba.
54
5
The Company uses the consolidated leverage ratio (the
resultant ratio from dividing net financial debt by total
capital, obtained by adding net debt to equity) as an
indicator to monitor the financial position. Movement in
2015 and 2014 was as follows:
Millions of Euros
Net debt
Equity
Total capital
Debt ratio
2015
2014
699,7
662,7
307,60
953,60
1.007,30
1.616,30
69,46 %
41,00 %
Net debt is calculated by adding the amounts of current
and non-current loans and borrowings on the consolidated
statement of financial position and then subtracting the
balance of cash and cash equivalents from this sum.
Share premium
The share premium deriving from the share capital increases
carried out in 2001, 2003 and 2007 is subject to the same
restrictions and may be used for the same purposes as the
voluntary reserves of the Parent, including conversion into
share capital.
The share premium and voluntary reserves include a
non-distributable portion equivalent to the amount of
the statement of financial position revaluation permitted
by Law 9/1983 of 13 July 1983, totalling Euros 9,464
thousand at 31 December 2015 and 9,624 thousand at
31 December 2014, as well as the amount of research and
development costs of the Parent not yet amortised, totalling
Euros 122,684 thousand at 31 December 2015 (Euros
202,092 thousand at 31 December 2014) and any prior
years’ losses.
swap contracts.
Thousands of Euros
Merger reserves
Other changes in equity
Total
2015
2014
1.846
1.846
(3.310)
103
(1.464)
1.949
Other own equity instruments
The change in equity due to the difference between the
funds obtained in the Parent’s October 2013 bond issue
(see note 20) and the fair value of the corresponding
financial liability, Euros 16,999 thousand in total (Euros
16,999 thousand in 2014), was recognised in this item.
This amount includes the Euros 1,125 thousand embedded
derivative arising from the early redemption clause.
Also Euros 260 thousand (Euros 47 thousand in 2014) were
recognised in this item in respect of share-based payments
resulting from the share plan for employees.
The remuneration policy established in 2014 contemplates
remuneration deferred over the medium term through the
delivery of Parent shares accrued from July 2014 until the
end of 2016. In 2015, a total of 20,350 shares (220,536
shares in 2014) were conveyed in respect of this plan,
valued at Euros 199 thousand at the conveyance date
(Euros 2,310 thousand in 2014).
Exchange rate and interest rate cash flow hedging
reserves
Thousands of Euros
Exchange rate insurance cash flow hedges
Interest rate cash flow hedges
Total
Other reserves
Details of other reserves are as follows:
• The effect of changes in the fair value of interest rate
2014
(31.501)
(18.599)
1.092
(1.267)
(30.409)
(19.866)
Own shares
As authorised by the shareholders at their annual general
meeting, at 31 December 2015 the Parent company directly
holds 347,011 treasury shares amounting to Euros 3,081
thousand (202,199 shares amounting to Euros 1,642
Details of own shares and movement during 2015 and
2014 are as follows:
Thousands of Euros
Ordinary
transactions
Balance at
31.12.14
Additions
Disposals
Balance at
31.12.15
1.642
271.715
(270.276)
3.081
Thousands of Euros
This item comprises the hedging reserve generated by the
following:
• The effect of changes in the fair value of forward
exchange contracts used to hedge highly probable future
transactions or firm commitments.
2015
Balance at
31.12.13
Ordinary
transactions
1.258
Additions
Disposals
188.258
(187.874)
Balance at
31.12.14
1.642
55
5
Details of movement in shares in 2015 and 2014 are as
follows:
Number of shares
% ownership
31.12.13
Additions
% annual
volume
Disposals
% annual
volume
31.12.14
% ownership
0,06
103.358
17.051.236
5,14
(16.952.395)
5,11
202.199
0,12
0,06
103.358
17.051.236
202.199
0,12
Used in:
-Ordinary transactions
(16.952.395)
Number of shares
% ownership
31.12.14
Additions
% annual
volume
Disposals
% annual
volume
31.12.15
% ownership
0,12
202.199
28.045.163
7,84
(27.900.351)
7,80
347.011
0,21
0,12
202.199
28.045.163
347.011
0,21
Used in:
-Ordinary transactions
(27.900.351)
On 31 July 2014 the Parent entered into a liquidity
agreement with BEKA FINANCE, S.V., S.A. with the aim of
boosting liquidity from transactions and stabilising the share
price.
The main characteristics of this agreement are as follows:
• Contract term: 12 months
• Number of shares earmarked for the securities account
associated with the agreement: 200,000
• Amount earmarked for the cash account associated with
the agreement: Euros 2.3 million
56
5
Retained earnings
Details of retained earnings are as follows:
Thousands of Euros
2015
2014
6.955
6.955
Reserves in fully consolidated companies
84.925
(16.147)
Merger reserve
15.212
15.212
5.177
3.925
Voluntary reserves
559.172
573.341
Undistributed reserves
(85.075)
91.516
Loss for the year attributable to the
Parent
(641.189)
(91.908)
Total
(54.823)
582.894
Legal reserve
Reserves in equity-accounted investees
1. Legal reserve
The Spanish Companies Act requires that the Parent
transfer 10% of profits for the year to a legal reserve until
this reserve reaches an amount equal to 20% of share
capital. This reserve is not distributable to shareholders
and if it is used to offset losses, in the event that no other
reserves are available, the reserve must be replenished with
future profits. Under certain conditions it may also be used
to increase share capital.
At 31 December 2015 and 2014, the Parent has
appropriated to this reserve the minimum amount required
by law.
57
5
2. Reserves in fully-consolidated companies
Details by company of reserves in consolidated companies at
31 December 2015 and 2014 are as follows:
Thousands of Euros
Prointec
(340)
193
Teknatrans
(556)
(435)
1.336
928
Indra Technology South Africa
(918)
(141)
Indra Slovakia
175
113
IFOS
(381)
-
Soluziona Guatemala
260
262
Indra Technology (Brazil)
(1.031)
-
-
106
Europraxis ALG Maroc
(357)
-
1.465
1.382
13.155
-
(5.869)
(6.425)
84.925
(16.147)
Soluziona C&S Holding (Chile)
Indra Czech Republic
-
(9.038)
(11.073)
(15.321)
(10.41)
(1.168)
Soluziona Uruguay
7.724
6.620
Indra Sisteme SRL
(1.980)
(3.769)
Indra Panama
(11.383)
(7.976)
Indra Sistemas Portugal
4.180
3.702
Consulting Group
7.169
12.073
Inmize Capital
(226)
(214)
Inmize Sistemas
2.368
2.384
Indra Beijing
1.607
1.310
Indra Emac
Indra Sistemas de Seguridad
Indra SI
Indra Sistemas Chile
Indra Company (Brazil)
(11.628)
(80.004)
Indra Software Labs
25.263
Indra Mexico
-
(287)
2014
BPO Group (formerly BMB Group)
(19.528)
Politec Argentina
2015
Indra Sistemas
(26.777)
Indra Hungary
Indra Kenya
Soluziona Mexico
11
(104)
(166)
(290)
612
1.491
Indra Philippines
4.294
3.472
Electrica Soluziona (Romania)
1.217
941
Indra Ucrania
-
(263)
Soluziona SP CA (Venezuela)
-
1.484
Computación Ceicom
4.886
4.786
Indra Company (Peru)
1.269
1.354
Indra Peru
2.707
1.977
21.489
AC-B
1.419
1.207
17.832
15.983
Indra Radar Technology
(221)
(1.535)
2.872
3.348
Indra India
(5.949)
(4.234)
Indra Magreb
(36)
(354)
Avitech Technology
1.040
153
Indra France
-
(1.405)
Indra Malaysia
(817)
(344)
Indra Poland
(919)
(338)
Indra Bahrain
1.817
3.634
Indra Australia
4.248
3.820
Indra Indonesia
(2.971)
(1.936)
Azertia TI Mexico
7.238
7.051
Indra Italy
6.215
5.922
Indra Colombia
3.297
3.419
Indra Brasil SA
52.314
51.636
-
(5.058)
Indra Navia
15.587
12.173
(4.201)
(12.175)
Indra Turkey
(1.910)
(1.565)
(17.714)
(16.469)
Indra Kazakhstan
(241)
(131)
Indra Sistemas Comunicaciones Seguras
Azertia GC Venezuela
Azertia TI Argentina
Indra USA
Indra Arabia
Total
3. Reserves in equity-accounted investees
Details by company of reserves in consolidated companies at
31 December 2015 and 2014 are as follows:
Thousands of Euros
2015
2014
3.627
3.105
384
326
Trias Beltrán
-
7
Saes Capital
932
1.160
A4 Essor SAS
211
138
-
30
425
326
(402)
(20)
-
(1.147)
5.177
3.925
Eurofighter Simulation System
Euromids
I3 TV
IESSA Brazil
Total
58
5
4. Voluntary reserves and merger reserves
These reserves are freely distributable except for a portion
equivalent to the amount of the statement of financial
position revaluation permitted by Law 9/1983 of 13 July
1983, totalling Euros 9,464 thousand at 31 December
2015 and Euros 9,624 thousand at 31 December 2014,
as well as the amount of research and development costs
not yet amortised recognised in the Parent’s statement of
financial position, totalling Euros 122,684 thousand at 31
December 2015 (Euros 202,092 thousand at 31 December
2014) and any prior years’ losses.
5. Profit/loss for the year attributable to the
Parent
Details of the consolidated companies’ profits/losses for
2015 and 2014 are disclosed in Appendix I.
Non-controlling interests
Movement in non-controlling interests in fully consolidated
companies during 2015 and 2014 is as follows:
Thousands of Euros
Balance at
31.12.14
Profit/loss
2015 to
NCI
Exchange
differences
Dividends
Change in %
ownership
Other
variations
Balance at
31.12.15
526
(1)
-
-
-
-
525
3.865
2
-
-
-
-
3.867
32
(10)
(22)
-
-
-
-
Elektrica Soluziona
1.047
161
(12)
(270)
-
-
926
Indra Filipinas
Inmize Capital
Inmize Sistemas
ALG Venezuela
6.400
1.462
417
-
(17)
(45)
8.217
Indra Radar Technology (Tian-
(49)
(18)
(2)
-
-
-
(69)
Indra Kazakhstan
338
(674)
87
-
-
-
(249)
75
(92)
11
-
-
-
(6)
1.042
110
(54)
-
-
-
1.098
Search
(87)
(1.288)
(22)
-
1.397
-
-
Prointec Panama
(28)
-
(3)
-
-
-
(31)
(486)
(315)
130
-
-
-
(671)
12.675
(663)
530
(270)
1.380
(45)
13.607
Indra Malaysia
Normeka
Total
59
5
Thousands of Euros
Balance at
31.12.13
Profit/loss
2014 to
NCI
Exchange
differences
Dividends
Change in %
ownership
Profit/loss
in Equity
Other
variations
Balance at
31.12.14
685
(159)
-
-
-
-
-
526
3.950
32
-
-
-
-
(117)
3.865
Tourism & Leisure
58
-
-
-
(79)
21
-
-
ALG Peru
54
(13)
2
-
(43)
-
-
-
193
4
(165)
-
-
-
-
32
(137)
-
-
-
137
-
-
-
Inmize Capital
Inmize Sistemas
ALG Venezuela
ALG Maroc
Prointec
(77)
(7)
-
-
(33)
-
117
-
Elektrica Soluziona
780
268
(1)
-
-
-
-
1.047
Indra Philippines
5.089
1.137
675
(230)
-
(271)
6.400
Uatec
(316)
7
-
-
-
-
309
-
(Tianjin) Co., Ltd.
(30)
(16)
(3)
-
-
-
-
(49)
IFOS
(49)
(24)
8
-
65
-
-
-
Indra Kazakhstan
468
(104)
(26)
-
-
-
-
338
1
(176)
10
-
-
-
240
75
Normeka
1.051
81
(90)
-
-
-
-
1.042
Search
(940)
875
(22)
-
-
-
-
(87)
Indra Malaysia
Prointec Panama
(14)
(10)
(4)
-
-
-
-
(28)
(86)
(387)
(13)
-
-
-
-
(486)
10.680
1.508
371
(230)
47
21
278
12.675
Total
60
5
A breakdown of non-controlling interests at 31 December
2015 and 2014 is as follows:
Thousands of Euros
31.12.15
Capital NCI
Inmize Capital
31.12.14
Reserves NCI
Profit/(Loss) NCI
Total
Capital NCI
Reserves NCI
Profit/(Loss) NCI
Total
32
494
(1)
525
32
653
(159)
526
750
3.115
2
3.867
750
3.083
32
3.865
ALG Perú
-
-
-
-
-
13
(13)
-
ALG Venezuela
-
10
(10)
-
-
28
4
32
Prointec
-
-
-
-
-
7
(7)
-
15
750
161
926
15
764
268
1.047
264
6.491
1.462
8.217
264
4.999
1.137
6.400
-
-
-
-
18
(25)
7
-
579
(630)
(18)
(69)
579
(612)
(16)
(49)
Indra Kazakhstan
600
(175)
(674)
(249)
600
(158)
(104)
338
Indra Malaysia
282
(196)
(92)
(6)
282
(31)
(176)
75
-
988
110
1.098
-
961
81
1.042
1.201
87
(1.288)
-
1.201
(2.163)
875
(87)
Prointec Panama
-
(31)
-
(31)
-
(18)
(10)
(28)
-
(356)
(315)
(671)
-
(99)
(387)
(486)
3.723
10.547
(663)
13.607
3.741
7.402
1.532
12.675
Inmize Sistemas
Elektrica Soluziona
Indra Philippines
Uatec
Normeka
Search
Total
61
5
Information on assets, liabilities and consolidated profit/loss
for 2015 and 2014 of the most significant non-controlling
interests, assigned to the Parent, is provided in Appendix IV.
The main transactions with non-controlling interests in
19. LOSS/EARNINGS PER SHARE
The calculation of the weighted average number of ordinary
shares outstanding and diluted shares at 31 December
2015 and 2014 is as follows:
• On 14 October 2015 the Parent company acquired an
additional 0.1% interest in Indra Philippines, INC for Euros
63 thousand (PHP 3,306 thousand).
The main transactions with non-controlling interests in
2014 were as follows:
Total shares issued
• On 9 January 2014, the subsidiary, Indra Business
Consulting S.L., acquired the remaining shares in its
subsidiary Tourisme & Leisure Advisory Services, S.L.
After this acquisition it owned 100% of the company and
subsequently absorbed it.
• On 26 January 2014, the Parent acquired the remaining
shares of its subsidiary Prointec S.A. for Euros 127
Total shares outstanding
• On 5 June 2014 the subsidiary Advanced Logistics
Group, S.A. acquired 10% of the shares of its subsidiary
Europraxis-ALG Consulting Andina S.A.C for Euros 27
Own shares
Total shares issued
Own shares and financial instruments
linked to shares
Total diluted shares
Weighted average
number of ordinary
shares at 31.12.15
Ordinary
shares
at 31.12.15
Weighted average
number of ordinary
shares at 31.12.14
Ordinary
shares
at 31.12.14
164.132.539
164.132.539
16 164.132.539
164.132.539
(257.550)
(347.011)
(282.131)
(202.199)
163.874.989
163.785.528
163.850.408
163.930.340
Weighted average
number of ordinary
shares at 31.12.15
Weighted average
number of ordinary
shares at 31.12.14
164.132.539
164.132.539
17.237.202
17.212.621
181.369.741
181.345.160
• On 6 October 2014 the Parent acquired the other 20%
of the shares of its subsidiary International Financial
Operational Services, S.A. (IFOS) for Euros 0.3 thousand.
As a result of this acquisition, this company is now whollyowned by the Group.
• On 27 October 2014 the subsidiary Indra Sistemas
Magreb, S.R.L. acquired the other 34% of the shares in the
Moroccan affiliate, Europraxis ALG Maroc, S.R.L., for Euros
78 thousand. As a result of this acquisition, this company
is now wholly-owned by the Group.
62
5
The calculation of basic earnings per share (rounded to four
decimal places) for 2015 and 2014 is as follows:
2015
Loss attributable to the Parent (in
thousands of Euros)
Weighted average number of ordinary
shares outstanding
Basic earnings/(loss) per
ordinary share (in Euros)
2014
Shares issued
(641.189)
(91.908)
163.874.989
163.850.408
(3,9127)
(0,5609)
The calculation of diluted earnings per share (rounded to
four decimal places) for 2015 and 2014 is as follows:
thousands of Euros) (*)
Weighted average number of ordinary
shares outstanding
Diluted earnings/(loss) per
ordinary share (in Euros)
thousands of Euros)
2015
2014
(635.606)
(86.555)
181.369.741
181.345.160
(3,5045)
(0,4773)
(*) Profit for the year not including the cost accrued on the convertible bond, net of the tax effect.
The calculation of earnings per ordinary share (rounded to
four decimal places) for 2015 and 2014 is as follows:
Earnings/(loss) per ordinary
share (in Euros)
2015
2014
(641.189)
(91.908)
164.132.539
164.132.539
(3,9065)
(0,5600)
20. FINANCIAL LIABILITIES FROM
ISSUING BONDS AND OTHER
MARKETABLE SECURITIES AND
NON-CURRENT LOANS AND
BORROWINGS
Financial liabilities from issuing bonds and other
marketable securities
This line item includes the financial liability of Euros
237,543 thousand (Euros 229,686 thousand in 2014) for
the issue by the Parent of convertible and/or redeemable
bonds relating to shares listed on Freiverkehr, the open
market of the Frankfurt Stock Exchange. The terms and
conditions of the bonds are as follows:
• The bonds were issued for a nominal amount of Euros
250,000 thousand, to be redeemed after five years (17
October 2018).
• The issue expenses totalled Euros 4,702 thousand.
• The bonds accrue annual fixed interest at a nominal rate
of 1.75%, payable every six months in arrears, specifically
on 17 April and 17 October each year, with the first
interest payment on 17 April 2014. Euros 4,375 thousand
were paid in this respect in 2015 (Euros 4,375 thousand
in 2014).
• The effective interest rate of the bond was 3.70% (a
nominal rate of 3.29%).
• The initial conversion price of the bonds was Euros
14.290 per share.
• The shares underlying the bonds initially represented
around 10.7% of the Parent’s share capital prior to the
issue.
• Bondholders may exercise their conversion rights from the
last day of the offer, i.e. 17 October 2013, until 9 October
2018, the seventh trading day prior to the expiry date.
• Indra Sistemas can redeem in cash all (not a portion)
of the bonds issued for an amount equivalent to
the principal plus the accrued interest payable until
redemption in two situations:
1. At any time from 7 November 2016 if the value of
the bond over a certain period of time exceeds Euros
130,000 per bond.
2. At any time if 90% of the amount of the bond issue has
been converted, redeemed or acquired by the Company.
• Bondholders may demand early redemption of the bonds
in two situations:
1. In the event of a change of control at the Parent, for
the principal of the bond issue plus the accrued interest
receivable.
2. In the event of a public takeover bid of the issuer’s
shares for the higher of: (i) the nominal value of the
bond or (ii) the equivalent value of the bond that
includes the appreciation in the issuer’s share price.
• The conversion rate may be reduced if the Company pays
an annual dividend of more than Euros 0.34 per share
and should any of the following situations, among others,
arise:
1. The distribution of reserves or other amounts
equivalent to dividends of more than Euros 0.34 per
share.
2. A share split.
3. A capital increase with pre-emptive subscription rights.
4. The issue of new shares as payments in kind.
63
5
5. Spin-offs of assets or dividend payments in kind.
6. In general any shareholder remuneration that could
have an impact on the equivalent value of the
convertible bonds.
Non-current loans and borrowings
Details by maturity of all other non-current loans and
borrowings at 31 December 2015 are as follows:
• The bond issue is guaranteed by the Parent’s equity, and
not by any third parties.
• The fair value of the bond at the 2015 reporting date was
Euros 228,853 thousand (Euros 223,918 thousand in
2014), based on the quoted price on the Frankfurt Stock
Exchange.
• The interest expected to be generated is as follows:
Finance lease
payables
Credit institutions
R&D loans
Total
2017
2.605
61.656
17.637
81.898
2018
-
89.381
18.345
107.726
2019
-
137.242
17.784
155.026
Subsequent years
-
318.932
60.790
379.722
2.605
607.211
114.556
724.372
Years
Total al 31.12.15
Years
Thousands of Euros
2016
8.742
2017
8.903
2018
7.207
24.852
Accrued interest payable in 2015 and 2014 totalled Euros
3,149 thousand and Euros 3,114 thousand, respectively.
The interest expected to be generated on loans and
borrowings is as follows:
Years
Thousands of Euros
2016
14.894
2017
9.592
2018
6.651
2019
4.874
2020
3.310
2021
2.505
41.826
Details by maturity of all other non-current loans and
borrowings at 31 December 2014 were as follows:
64
5
Years
Finance lease
payables
Credit institutions
R&D loans
Total
2016
1.736
33.577
11.937
47.250
2017
1.577
128.271
17.568
147.416
2018
1.024
15.000
17.773
33.797
-
291.512
76.069
367.581
4.337
468.360
123.347
596.044
Siguientes
Total al 31.12.14
In 2015 the most significant loans arranged by the Group
for an amount of Euros 158,000 thousand (Euros 345,000
thousand in 2014) consisted of non-current financing in
Euros, originally arranged with terms of between four and
five years, maturing between 2019 and 2020, with floating
interest rates. No covenants are in place in respect of this
financing.
21. OTHER NON-CURRENT
FINANCIAL LIABILITIES
Details of other non-current financial liabilities are as
follows:
Thousands of Euros
Guarantees and deposits received
Suppliers of fixed assets
Other long-term debts
Total
2015
2014
597
111
4.746
7.428
27.040
23.445
32.383
30.984
Non-current loans and borrowings also include interest
rate swaps used by the Parent to manage its exposure to
interest rate fluctuations, mainly on non-current bank loans
arranged at floating rates. The fair value of these swaps,
Euros 668 thousand (Euros 1,761 thousand in 2014) has
been determined based on the market values of equivalent
financial derivatives at the reporting date (see note 37 a).
At 31 December 2015 suppliers of non-current assets
include the estimated balances payable due to the
acquisition of G-Nubila Technology and the other 22.5 %
interest in Indra Italia, Spa. These amounts are due in May
2016 and therefore the Parent has transferred the entire
amount payable, totalling Euros 2,685 thousand, to current
liabilities (note 26). The amounts due to the remeasurement
of these two items recognised under finance costs in the
consolidated income statement in 2015 total Euros 213
thousand (Euros 225 thousand in 2014).
The estimated liabilities arising from the acquisition of
22.5% of Indra Italia Spa by exercising the call option at
the reporting dates from the date of the agreement is as
follows:
•
•
•
•
•
In 2011, 2012 and 2013 a calculation criterion was applied
that fixed the price according to expected EBIT at 2015
year end, multiplied by a multiple based on a rising scale
subject to fulfilment.
However, the signing of an agreement to acquire the
22.5% non-controlling interest in Indra Italia, Spa for Euros
3.3 million, plus a variable amount of 0.325 million subject
to the renewal of a major contract, was brought forward
(planned for 2016) to February 2014. The price will be paid
in May 2016. The criterion for calculating this price is based
on a bilateral negotiation.
The agreement was signed early because it was advisable
to assign additional resources and capacity to the activity
in Italy to carry out more solutions work, especially in the
Defence and Security and Transport and Traffic markets.
As a result of the earlier agreement, in 2014 the Parent
recognised income of Euros 4,844 thousand under finance
income in the consolidated income statement.
The amount presented at 2015 year end is the net present
value of the price expected to be paid, i.e. Euros 2,715
thousand, in 2016.
Also the amount payable in respect of the acquisition of the
subsidiary G-Nubila Technology was Euros 3,029 thousand
(Euros 2,886 thousand in 2014).
Other non-current payables mainly include an amount
of Euros 10,593 thousand for the differences between
the insured value and the realisable value at the date of
preparing these consolidated annual accounts of items
hedged with a hedging contract arranged by the Parent.
2011: Euros 6,987 thousand
65
5
22. GOVERNMENT GRANTS
23. PROVISIONS FOR LIABILITIES AND CHARGES S
Details of government grants and movement in 2015 and
2014 are as follows::
Details of provisions for liabilities and charges and movement during 2015 and 2014 are as follows:
Thousands of Euros
Grants
Balance
at
31.12.14
Additions
Transfers
Taken
to
profit
and
loss
Balance
at
31.12.15
12.958
7.505
14.387
(28.856)
5.994
Balance
at
31.12.13
Additions
Transfers
Taken
to
profit
and
loss
Balance
at
31.12.14
15.969
13.124
3.590
(19.725)
12.958
Provisions for taxes
Other provisions
Total
Grants
Balance at
31.12.14
Variations
consolidated Group
Translation
differences.
Provisions
Reversals
Payments
Transfers
Balance at
31.12.15
4.551
(410)
(84)
434
(994)
-
6.054
9.551
35.843
-
(8.595)
58.088
(2.459)
(5.356)
16.299
93.820
40.394
(410)
(8.679)
58.522
(3.453)
(5.356)
22.353
103.371
Thousands of Euros
Grants have been awarded by various public entities for
development projects (see note 9) and training programmes.
Other provisions
Total
Balance at
31.12.13
Translation
differences.
Provisions
Reversals
Payments
Transfers
Balance at
31.12.14
9.667
(341)
66
-
-
(4.841)
4.551
89.671
5.941
12.012
(48.723)
(22.282)
(776)
35.843
99.338
5.600
12.078
(48.723)
(22.282)
(5.617)
40.394
66
5
Details of provisions, as well as the corresponding temporary
differences and expected application dates, are as follows:
Thousands of Euros
Concept
Balance at 31.12.14
Balance at 31.12.15
Balance
Temporary
difference
Variation in
consolidated
Group
Translation
differences
Provisions
Reversals
Transfers
Balance t
Temporary
difference
Expected date of
reversal/use
Appeals filed
4.551
34
(410)
(84)
434
(994)
6.054
9.551
150
2016-2018
Total provision
for taxes”
4.551
34
(410)
(84)
434
(994)
6.054
9.551
150
Thousands of Euros
Provision for taxes
Concept
Balance at 31.12.13
Saldo al 31.12.14
Balance
Temporary
difference
Translation
differences
Provisions
Transfers
Balance
Temporary difference
Expected date of
reversal/use
Appeals filed
9.667
33
(341)
66
(4.841)
4.551
34
2015-2017
Total provision
for taxes”
9.667
33
(341)
66
(4.841)
4.551
34
67
5
Thousands of Euros
Other provisions
Concept
Trade claims
HR claims
Salaries
Contingencies
Project guarantees
Total other provisions
Balance at 31.12.14
Balance at 31.12.15
Balance
Temporary
difference
Translation
differences
Provisions
Reversals
Payments
Transfers
Balance
Temporary
difference
Expected date
reversal/use
909
909
-
650
(647)
-
-
912
912
2016
26.725
-
(8.508)
52.722
(107)
(5.027)
(9.536)
56.269
40.860
2016-2018
972
22.742
3
1.893
(288)
(329)
2.779
5.030
22.742
2018
7.237
1.185
(90)
2.823
(1.417)
-
(121)
8.432
1.185
2016-2019
-
-
-
-
-
-
23.177
23.177
23.177
2016-2019
35.843
24.836
(8.595)
58.088
(2.459)
(5.356)
16.299
93.820
88.876
Thousands of Euros
Other provisions
Concept
Balance at 31.12.13
Balance at 31.12.14
Balance
Temporary
difference
Translation
differences
Provisions
Reversals
Payments
Transfers
Balance
Temporary
difference
Expected date
reversal/use
362
362
-
703
(156)
-
-
909
909
2016
HR claims
45.069
3.537
3.394
7.596
(25.461)
(1.172)
(2.701)
26.725
-
2016-2018
Salaries
23.510
22.742
(20)
439
(129)
(21.110)
(1.718)
972
22.742
2018
Contingencies
20.730
4.907
2.567
3.274
(22.977)
-
3.643
7.237
1.185
2016-2019
89.671
31.548
5.941
12.012
(48.723)
(22.282)
(776)
35.843
24.836
Trade claims
Total other provisions
68
5
The largest amount corresponding to appeals made is
the contested assessment A0271821943 of the Parent
dated 9 December 2010. This assessment contains a
proposed income tax settlement for 2004 to 2007 which
involves paying Euros 4,493 thousand (principal of Euros
3,806 thousand and interest of Euros 687 thousand). In
January 2011 the Parent submitted allegations against this
assessment, requesting it be annulled.
The amounts relating to trade appeals pending resolution
by courts and city councils have been discounted using the
discount rate applicable to late payment interest for each
year.
The provision for HR claims is basically to cover various
claims from former suppliers of the Brazilian subsidiariesthe nature of which was similar to self-employed personnel
- who after completing the service agreements for which
they were contracted made claims against the company (or
there is a risk that they will), questioning the status of selfemployed supplier and claiming compensation as if they had
had an employment relationship.
The provision for employee benefits is mainly for the
medium term variable remuneration and incentives of
directors and senior management.
In 2015 this balance also includes the amount provisioned
by the Parent as a result of the workforce restructuring
plan started, which was announced to employees in August
2015 and is expected to be completed in December 2018.
At 31 December 2015 Euros 40,860 thousand of the
provision recognised is pending application.
Various amounts for legal proceedings are included under
contingent liabilities in 2015. These proceedings are not
expected to be resolved until 2016. At 2015 year end the
main contingent liabilities included in this provision are as
follows:
• Tax contingencies totalling Euros 6.6 million (Euros
4.2 million in 2013): A provision derived from legal
proceedings questioning a CIDE (Contribuição de
Intervenção no Domínio Econômico) tax incident in
respect of the subsidiary, Indra Brasil, S.A.
• Contingent liabilities arising from possible risks in the
subsidiary Indra Chile, for which the Parent has made a
provision of Euros 1.7 million.
At 31 December 2015 and 2014 the Parent has legal
proceedings underway totalling Euros 26,412 thousand,
which it considers will probably occur. The most significant
are the judicial review proceedings filed by the General State
Comptroller’s Office of Ecuador in the suit against Indra
Sistemas, S.A.
This is a lawsuit derived from the Euros 23,760 thousand
contract for the implementation of a judicial information
system for the Judiciary Council of Ecuador that was
awarded to Indra Sistemas, S.A.
Although the contract was correctly performed and
accepted, in August 2013, the General State Comptroller’s
Office determined, in an administrative decision, that Indra
Sistemas, S.A. had incurred fault-based civil liability jointly
with the contract managers at the Judiciary Council, for
failure to comply with the purpose of the contract.
Both parties have filed appeals for a judicial review of the
decision determining the fault-based civil liability. Leave has
been granted to proceed with the appeal for judicial review
filed by Indra Sistemas, S.A. and proceedings are currently at
the evidentiary stage.
24. FINANCIAL LIABILITIES FROM
ISSUING BONDS AND OTHER
MARKETABLE SECURITIES
AND CURRENT LOANS AND
BORROWINGS
Details of this consolidated income statement item at 31
December 2015 and 2014 are as follows:
Thousands of Euros
2015
2014
729
38.891
61.580
78.405
Interest payable
3.150
2.678
Finance leases (note 6)
1.889
2.079
Total
67.348
122.053
Official loans for research programmes
12.029
8.809
79.377
130.862
Bonds and debentures (note 20)
Loans
Total
Bonds and debentures comprise the Euros 729 thousand
(Euros 4,375 thousand in 2014) for bonds issued with
current maturities by the Parent (these bonds accrue
interest at a fixed nominal annual rate of 1.75%, payable
every six months in arrears, on 17 April and 17 October
each year). The decrease in the balance is because the
debentures issued in Brazil were not renewed as this
funding has been replaced by bank financing for a two year
term. In 2014 the balance included Euros 34,516 thousand
in this respect.
Loans comprise the current credit facilities drawn down as
well as the current portion of non-current bank loans. The
Euros 16,825 thousand variation between the 2015 and
2014 figures is mainly because a lower amount has been
69
5
drawn on credit facilities for working capital
The entire Euros 12,029 thousand (Euros 8,809 thousand
in 2014) of official loans for research programmes consist of
the current portion of loans received from public entities to
carry out research programmes (see note 22).
calculation methods.
This resolution will be mandatory for all Spanish companies
that prepare consolidated financial statements, although
exclusively for companies based in Spain that are fully or
proportionally consolidated.
The information on amounts drawn down and available on
credit facilities is as follows:
As a result, the Spanish Accounting and Auditing Institute
(ICAC) issued its resolution of 29 January 2016 establishing
the methodology for calculating the average supplier
payment period for 2015. The resolution indicates that
comparative information for this new obligation does not
have to be presented as the annual accounts are classified
as the first annual accounts solely in this respect, with
regards to the application of the principle of consistency and
the requirement of comparability.
Thousands of Euros
Amount available
Amount drawn down
Total credit facilities
2015
2014
332.141
363.099
61.580
78.405
393.721
441.504
25. TRADE AND OTHER PAYABLES
Details of trade and other payables at 31 December 2015
The data of the Spanish companies for 2015 are as follows:
2015 Days
Average supplier payment period
46
Transactions paid ratio
47
Transactions payable ratio
41
Amount
(Thousands of
Euros
Total payments made
700.861
Total payments outstanding
140.174
The average supplier payment period is calculated by
applying the following formula:
Periodo
medio de
pagos a
proveedores
=
Ratio de operaciones pagadas x importe de pagos
realizados + Ratio de operaciones pendientes de
pago x importe total pagos pendientes
Importe total de pagos realizados + Importe total
de pagos pendientes
26. OTHER LIABILITIES
Details of other liabilities at 31 December 2015 and 2014
are as follows::
Thousands of Euros
Thousands of Euros
2015
2014
Purchases and services received
559.826
581.310
Advances from customers
613.355
594.033
1.173.181
1.175.343
Total
2015
2014
124.363
124.016
Salaries payable
68.390
71.372
Cash flow hedges
30.936
18.493
65
212
148.405
40.083
Accruals
2.734
2.554
Suppliers of fixed assets
3.937
1.512
Other payables
5.292
34.021
384.122
292.263
Public entities (note 36)
Guarantees and deposits received
Trade provisions
Final provision two of Law 31/2014 amends the Spanish
Companies Act to improve corporate governance and
additional provision three of Law 15/2010, on measures
to combat late payment in commercial transactions,
requiring all commercial companies to expressly disclose
average payment terms to suppliers in the notes to the
annual accounts. Also the Spanish Accounting and Auditing
Institute (ICAC) is empowered to set the standards and
Total
70
5
Trade provisions include Euros 51,300 thousand for the
workforce restructuring plan started by the Parent.
Suppliers of fixed assets include Euros 2,685 thousand as a
result of the acquisition of the remaining 22.5% interest in
Indra Italia, Spa (note 21).
27. SEGMENT REPORTING
The following tables present information on the Group’s
business segments, based on the individual financial
statements of the different Group companies. General
management review this information and take any related
decisions.
The Group’s segments are Services and Solutions
71
5
2015 (Thousands of Euros)
Segment reporting at 31 December 2015:
Solutions
%
Services
%
Unallocatedcorporate
Eliminations
Total
%
External sales
1.833.953
99,9%
1.016.451
98%
-
-
2.850.404
100%
2.168
0,1%
16.257
2%
-
(18.425)
-
-
1.836.121
100%
1.032.708
100%
-
(18.425)
2.850.404
100%
188.102
10,2%
75.774
7,3%
-
(1.015)
262.861
9%
(304.900)
-
(185.644)
-
(196.090)
-
(686.634)
-24%
-
-
-
-
(218.704)
1.015
(217.689)
-8%
(116.798)
-
(109.870)
-
(414.794)
-
(641.462)
-23%
(20.625)
-
(34.456)
-
(8.983)
-
(64.064)
-2%
(185)
-
(169)
-
(23)
-
(377)
0,0%
15.457
-
(54.639)
-
103.233
-
64.051
2,2%
(122.151)
-7%
(199.134)
-19%
(320.567)
-
(641.852)
-23%
Investments
31.757
-
4.267
-
12.969
-
48.993
-
37.707
-
13.607
-
34.166
-
85.480
-
1.523.444
-
576.132
-
955.780
-
3.055.356
-
8.013
-
930
-
-
-
8.943
-
-
-
-
-
-
3.064.299
-
1.482.102
-
759.935
-
528.222
-
2.770.259
-
-
-
-
-
-
-
2.770.259
-
Inter-segment sales
Net sales
Contribution margin
Impairment and provisions
Other income and expenses (corporate and unallocated)
Other gains/(losses)
Share in profit/(loss) of associates
Income tax
Segment profit/(loss)
Other information
Balance sheet
Assets
Segment assets
Assets in associates
Total consolidated assets
Liabilities
Segment liabilities
Total consolidated liabilities
72
5
Geographical segment reporting
at 31 December 2015:
External sales
Investments
Assets employed
Spain
Latin America
Europe and North
America
Asia, Middle East and
Africa
Total
1.222.834
733.823
558.492
335.255
2.850.404
40.492
4.744
1.385
2.371
48.992
2.042.799
492.491
261.097
267.912
3.064.299
73
5
Segment reporting at 31 December 2014:
Solutions
%
Services
%
Unallocatedcorporate
Eliminations
Total
%
External sales
1.886.972
99,9%
1.050.913
98%
-
-
2.937.885
100%
2.168
0,1%
16.257
2%
-
(18.425)
-
-
1.889.140
100%
1.067.170
100%
-
(18.425)
2.937.885
100%
289.219
15,3%
132.213
12,4%
-
(910)
420.522
14%
(224.474)
-
(4.566)
-
(16.940)
-
(245.980)
-8%
-
-
-
-
(217.926)
910
(217.016)
-7%
64.745
-
127.647
-
(234.866)
-
(42.474)
-1%
(33.763)
-
(23.206)
-
5.772
-
(51.197)
-2%
398
-
(3.743)
-
-
-
(3.345)
-0,1%
(84.095)
-
(27.317)
-
118.028
-
6.616
0,2%
(52.715)
-3%
73.381
7%
(111.066)
-
(90.400)
-3%
Investments
52.497
-
8.963
-
11.103
-
72.563
-
28.705
-
11.381
-
24.146
-
64.232
-
1.646.373
-
718.082
-
1.111.150
-
3.475.605
-
8.860
-
(3.196)
-
-
-
5.664
-
-
-
-
-
-
-
3.481.269
-
1.241.753
-
584.742
-
713.874
-
2.540.369
-
-
-
-
-
-
-
2.540.369
-
Inter-segment sales
Net sales
Contribution margin
Impairment and provisions
Other income and expenses (corporate and unallocated)
Other gains/(losses)
Share in profit/(loss) of associates
Income tax
Segment profit/(loss)
Other information
Balance sheet
Assets
Segment assets
Assets in associates
Total consolidated assets
Liabilities
Segment liabilities
Total consolidated liabilities
74
5
30. PERSONNEL EXPENSESL
Geographical segment reporting
at 31 December 2014:
External sales
Investments
Assets employed
Spain
Latin America
Europe and North
America
Asia, Middle East and
Africa
Total
1.146.541
803.963
612.497
374.884
2.937.885
60.024
8.315
2.684
1.540
72.563
2.230.685
754.877
264.709
230.998
3.481.269
Details of personnel expenses during the years ended 31
December 2015 and 2014 are as follows:
Thousands of Euros
2015
2014
1.104.252
1.057.764
Termination benefits
156.232
27.045
Social Security and other employee
benefits expenses
371.807
314.701
1.632.291
1.399.510
Salaries and wages
Impairment and non-distributable corporate provisions
mainly consist of the termination benefits due to the
workforce restructuring plan started by the Parent in 2015
and those corresponding to 2014 (note 30).
Other income and expenses mainly comprise fixed costs
for corporate functions and overheads of the subsidiaries
and other activities that, due to their nature, cannot be
assigned to segments, as no separate financial information
is available.
28. OTHER INCOME
In 2015 this item mainly includes income from grants
amounting to Euros 42,120 thousand (Euros 23,649
thousand in 2014).).
29. MATERIALS AND OTHER
SUPPLIES USED
Total
The total cost of materials and other supplies used by the
Group during the years ended 31 December 2015 and 2014
is as follows::
Thousands of Euros
Subcontracted work and materials
consumed
Change in inventories
Total
2015
2014
843.308
755.992
(2.693)
1.227
840.615
757.219
• In August the Parent’s management informed its
employees of the workforce restructuring plan, which will
be completed in December 2016 (payment in 2018). The
most significant conditions of this plan are as follows:
• Employees affected: 1,750 (350 may possibly be
relocated to other Group subsidiaries).
• Termination benefit: 40 days per year worked, up to a
maximum amount of 24 monthly salaries.
• A long-service bonus of Euros 10,000 for employees with
more than 20 years of service to the company and Euros
5,000 for employees with 15-20 years of service.
• Early retirements:
» Employees who are 63 years old or older: the legally
established benefits;
» Employees between 59 and 62 years of age: may leave
voluntarily and receive 90% of their net salary if their
gross salary is below Euros 40,000 or 80% of their net
salary if their gross salary is more than Euros 40,000
until they are 63 years old;
75
5
» Employees between 57 and 58 years of age: may leave
voluntarily and receive 85% of their net salary if their
gross salary is below Euros 40,000 or 80% of their net
salary if their gross salary is more than Euros 40,000
until they are 62 years old. Additionally they will receive
a bonus of Euros 5,000.
» In these last two cases the base for social security
contributions will be increased each year by 1%.
• Employees that are 55 and 56 years old: the company will
pay the special agreement with Social Security until the
first retirement age (from 61 onwards).
• Exclusion criteria for those affected:
maximum amount of 24 monthly salaries.
• A bonus for accepting voluntary redundancy of Euros
2,000.
• A bonus of Euros 750 to Euros 1,500 depending on
length of service
As a result of this plan the subsidiary has recognised
provisions for termination benefits of Euros 2,757 thousand
in the consolidated income statement, which is the cost of
the workforce restructuring plan.
The average number of Group employees and directors of
the Parent in 2015 and 2014, distributed by category, is as
follows:
» Disabled employees or those with disabled dependents;
» No more than one member of all these family units can
be made redundant;
» Employees with children suffering a serious illness as
legally defined;
» Employees suffering gender-based violence
As a result of this plan the Parent has recognised provisions
totalling Euros 40,860 thousand and Euros 51,300
thousand, respectively, (notes 23 and 26) for the workforce
restructuring plan still to be enforced and has paid Euros
63,158 thousand.
Euros 109,318 thousand for termination benefits and
Euros 46,000 thousand for Social Security charges were
recognised in the consolidated income statement in respect
of this plan.
In December 2015 the management of the subsidiary
Central de Apoyos y Medios Auxiliares, S.A. informed its
employees of a workforce restructuring plan that will end in
February 2016. The most significant conditions of this plan
are as follows:
• Employees affected: 132.
• Termination benefit: 35 days per year worked, up to a
76
5
Number of employees
2015
2014
Male
Female
Total
Male
Female
Total
Board members
11
2
13
11
3
14
Senior management
12
3
15
8
1
9
429
69
498
412
72
484
21.590
9.816
31.406
21.317
9.724
31.041
Administrative staff
1.382
2.310
3.692
1.301
2.190
3.491
Factory employees
1.341
1.668
3.009
1.818
1.669
3.487
Other
30
8
38
22
13
35
Total
24.795
13.876
38.671
24.889
13.672
38.561
Management
Graduates and other qualified
staff
During 2015 and 2014 the average number of employees of the Group’s Spanish companies with a percentage of disability
equal to or higher than 33%, distributed by category, is as follows:
Number of employees
2015
2014
Male
Female
Total
Male
Female
Total
2
1
3
2
-
2
117
39
156
98
34
132
25
31
56
25
32
57
Factory employees
4
-
4
2
-
2
Other
1
-
1
1
-
1
Total
149
71
220
128
66
194
Management
staff
77
5
31. OTHER OPERATING EXPENSES
At the 2015 and 2014 reporting dates the distribution by gender and category is as follows:
Details at 31 December 2015 and 2014 are as follows:
Number of employees
2015
2014
Male
Female
Total
Male
Female
Total
Board members
11
2
13
10
3
13
Senior management
11
2
13
8
1
9
396
62
458
406
70
476
20.163
9.188
29.351
21.671
9.798
31.469
1.383
2.292
3.675
1.403
2.335
3.738
Factory employees
1.330
2.199
3.529
1.568
1.829
3.397
Other
26
8
34
24
12
36
Total
23.320
13.753
37.073
25.090
14.048
39.138
Management
staff
Thousands of Euros
2015
2014
135.460
139.094
24.358
23.950
151.443
131.128
Carriage and shipping costs
8.485
8.363
Insurance
6.804
7.584
Bank services
9.309
8.966
Donations, trade fairs, advertising and
representation
16.845
14.815
Utilities
11.840
15.467
173.105
175.193
40.111
47.981
221.269
47.697
799.029
620.238
Leases and royalties
Repairs and maintenance
Professional services
Travel costs
Taxes
Other operating expenses
Total
The increase in other operating expenses is mainly due
to the provision of Euros 134,142 thousand made for
receivables and the Euros 87,127 thousand provision for
onerous projects.
The provisions totalling Euros 57,590 thousand recognised
in Brazil for onerous contracts are mainly due to a small
number of problematic projects, in a context of a notable
worsening of the macro economic conditions in the country,
longer payment periods from public entities, budget
restrictions for public clients and tightening of the exacting
local conditions for accepting project milestones.
.
78
5
32. IMPAIRMENT AND GAINS/
LOSSES ON DISPOSAL OF FIXED
ASSETS
renewal of equipment, mainly carried out by the subsidiary,
Indra Brasil, S.A.
In 2014 impairment and gains/losses on investment
property included a loss of Euros 485 thousand incurred on
the sale of investment properties by the subsidiary Prointec,
S.A. (Note 7)
Thousands of Euros
2015
2014
Disposals/impairment of goodwill (note 8)
(104.732)
(22.145)
33. SHARE IN PROFIT/LOSS OF
OTHER INVESTEES
Impairment and gains/(losses) on disposal
of intangible assets (note 9)
(7.495)
(19.928)
of property, plant and equipment (note 6)
(5.473)
(1.272)
of investment property (note 7)
-
(485)
Impairment of other non-current financial
assets (note 12 c)
(3.090)
-
(120.790)
(43.830)
Total
In 2015, impairment and gains/losses on disposal of fixed
assets comprises impairment of Euros 7,396 thousand
on intangible assets recognised in 2011 as a result of the
acquisition of Politec Tecnología da Informacao, S.A.
In 2014 the Parent recognised an impairment loss of Euros
18,865 thousand on investments made in the energy
market commercial management system under impairment
and gains/losses on disposal of fixed assets (see note 9).
Impairment of Euros 4,313 thousand is included under
impairment and gains/losses on disposal of property, plant
and equipment in respect of a building transferred to
property, plant and equipment as a result of the agreement
to buy Politec Tecnología da Informacao, S.A. (notes 6 and
12c).
Sales
Purchases
2015
2014
1.202.186
1.318.976
547.223
534.846
35. DEPOSITS AND GUARANTEES
Thousands of Euros
2015
2014
4.576
64
Losses and impairment of financial assets
(note 12 c)
(10.053)
(1.812)
Total
(5.477)
(1.748)
Gains on financial assets
Thousands of Euros
Losses and impairment of financial assets comprise Euros
3,502 thousand due to the derecognition of the estimated
value of a nine-year marketing agreement related to the
sale of Gibb Portugal Consultores de Engenharia, Gestado e
Ambiente, S.A (note 12c).
At 31 December 2015 several different banks and insurance
companies had deposited guarantees totalling Euros
1,008,742 thousand with third parties on behalf of the
Group, mainly to secure the completion of contracts. At 31
December 2014 these guarantees totalled Euros 999,676
thousand.
The Group does not expect any significant liabilities to arise
from these guarantees.
In 2015 and 2014 guarantees amounting to Euros 6,413
thousand were received from third parties to ensure
fulfilment of project-related obligations. They consist of
bank guarantees with different maturities, which Indra
can execute if the third party fails to meet the obligations
guaranteed.
A loss of Euros 2,676 thousand was also recognised as a
result of the sale of the subsidiary Soluziona SP CA (note 1).
).
34. FOREIGN CURRENCY
TRANSACTIONS
The main transactions in non-Euro currencies in 2015 and
This amount also includes disposals of Euros 1,160
thousand (Euros 1,272 thousand in 2014) due to the
79
5
36. TAXATION
The Parent files consolidated income tax returns as the
parent of tax group 26/01, which comprises the Parent
and the subsidiaries Indra Sistemas de Seguridad, S.A.U.,
Inmize Capital, S.L., Indra Business Consulting, S.L.U., Indra
Software Labs, S.L.U., Indra BPO, S.L.U., Indra Emac, S.A.U.,
Indra Sistemas de Comunicaciones Seguras, S.L.U, Advanced
Logistics Group, S.L.U., Indra BPO Servicios, S.L.U., Prointec,
S.A., Central de Apoyos y Medios Auxiliares S.A.U. and Indra
Advanced Technology, S.L.
At 31 December 2015 and 2014, in accordance with IAS
12, the Group has presented its net deferred tax assets
and liabilities by jurisdiction, amounting to Euros 59,010
thousand and 89,155 thousand, respectively.
Deferred tax assets
Details of movement in deferred tax assets are as follows::
Thousands of Euros
Balance at
31.12.14
Change in
tax rates
Translation
differences
Generated
Reversals
Other
movements
Balance at
31.12.15
205.195
(20.067)
(8.930)
151.049
(72.719)
4.499
259.027
Deferred tax assets
Thousands of Euros
Balance at
31.12.13
Change in
tax rates
Translation
differences
Generated
Reversals
Other
movements
Balance at
31.12.14
175.045
(16.600)
333
95.642
(44.885)
(4.340)
205.195
Deferred tax assets
The recovery of deferred tax assets depends on the
generation of sufficient taxable income in the future. The
Parent’s directors consider that the projected future profits
of the various Group companies amply cover the amounts
necessary to recover these assets, above all because the
Parent’s losses in 2015 and 2014 are due to non-recurring
impacts, including the workforce restructuring plan that will
result in higher margins in future years.
Details of deferred tax assets at 31 December 2015 and
Thousands of Euros
Concept
2015
2014
47.558
52.246
Amortisation of goodwill
2.131
1.974
Excess amortisation/depreciation
4.823
5.708
136.962
112.044
67.553
33.223
259.027
205.195
Charges to and application of provisions
Tax loss carryforwards and tax deductions
Other
Deferred tax assets
Años
Thousands of Euros
2017
1.960
2018
408
2019
-
2020
-
Subsequent years
Total
316.345
318.713
The Spanish Group companies have deferred tax assets
with an estimated reversal period of more than one year
amounting to Euros 131,044 thousand (Euros 100,615
Approximately 75% of the deferred tax assets recognised
are expected to be recovered within three years.
The period for reversal of the tax losses and deductions
recognised in 2015 is as follows:
80
5
Thousands of Euros
Current tax assets
Details of income tax assets at 31 December 2015 and
Balance at
31.12.14
Change in
tax rates
Translation
differences
Generated
Reversals
Other
movements
Balance at
31.12.15
90.976
97
(3.510)
2.352
(30.488)
2.913
62.340
Thousands of Euros
Prior years’ income tax recoverable
Current year’s income tax recoverable
Total
2015
2014
3.353
-
24.988
50.057
28.341
50.057
Deferred tax liabilitiess
The Parent has not recognised deferred tax liabilities
relating to undistributed profits of subsidiaries over which
its control enables it to manage when the temporary
differences are reversed, and these are not expected to
reverse in the near future.
Details of movement in deferred tax liabilities during 2015
Thousands of Euros
Balance at
31.12.13
Change in
tax rates
Translation
differences
Generated
Reversals
Other
movements
Balance at
31.12.14
104.094
(18.675)
352
13.770
(1.333)
(7.232)
90.976
Details of deferred tax liabilities at 31 December 2015 and
2014 are as follows::
Thousands of Euros
Concept
2015
2014
567
598
Taxable capital gains
2.382
2.427
Portfolio provisions
30.745
33.665
Amortisation of goodwill R&D loan
adjustments
24.445
23.344
4.201
30.942
62.340
90.976
Finance leases
Other
v
It is not expected that a material amount of deferred tax
liabilities will be reversed in less than one year.
Thousands of Euros
2015
2014
406
2.617
Current years’ income tax
3.866
7.597
Income tax (companies located abroad)
7.406
7.126
11.678
17.340
Prior years’ income tax
TOTAL
Income tax expense
Due to the treatment permitted by fiscal legislation of
certain transactions, accounting profit differs from taxable
income. A reconciliation of accounting profit/loss for the
year with the taxable income of the companies forming the
Group, including the income tax expense calculation at 31
December 2015 and 2014, is as follows:.
Current tax liabilities
Details of income tax liabilities at 31 December 2015 and
81
5
Thousands of Euros
Concept
A. -Accounting profit before tax
2015
2014
(705.903)
(97.016)
Adjustments to accounting profit:
Other positive differences
285.521
67.160
Other negative differences
(61.851)
(47.922)
Total adjustments to accounting profit
B. -Adjusted accounting profit
223.670
19.238
(482.233)
(77.778)
262.067
85.264
Temporary differences:
Positive, generated during the year
Positive, generated in prior years
80.230
8.142
(10.277)
(46.649)
Negative, generated in prior years
(80.081)
(49.095)
Total temporary differences
251.939
(2.338)
(230.294)
(80.116)
Negative, generated during the year
C.-Taxable income
D.- Tax loss carryforwards for offset
E.- Adjusted taxable income
Income tax payable
-
(5.523)
(230.294)
(85.639)
(51.128)
(25.533)
Deductions:
International double taxation relief
(3.513)
(7.204)
Investments in R&D&i and others
(9.911)
(17.595)
76.136
60.462
F.- Credit for loss carryforwards
G.- Local taxes abroad
H.- Total tax payable
Withholdings and payments on account
1.032
582
12.616
10.712
29.519
38.617
(16.903)
(27.905)
I.- Deferred tax assets (current year)
(73.696)
(25.688)
J.- Deferred tax assets recovered
Total recoverable
(22.048)
15.523
K.- Deferred tax liabilities (current year)
24.513
13.770
L.- Deferred tax liabilities recovered
(1.174)
(1.333)
Accrued income tax (H+I+J+K+L)
(59.789)
12.984
Income tax (companies located abroad)
9.778
13.792
Prior years’ income tax
(145)
9.275
Income tax, differences in tax rates
12.494
(2.075)
Deductions capitalised
(26.389)
(40.592)
M.- Income tax for the year
(64.051)
(6.616)
(641.852)
(90.400)
Loss for the year after tax (A-M)
82
5
A reconciliation of the legal tax rate and the effective tax
rate applied by the Group is as follows:
2014
Thousands
of Euros
2015
Thousands
of Euros
Consolidated loss (before tax)
Income tax at the rate applicable in Spain
Consolidated loss (before tax)
%
(705.903)
Under prevailing Spanish tax legislation, the application
period for deductions in respect of investments is 18 years
and for other deductions is 15 years.
(29.105)
30,00%
5.771
(5,95)%
(24.799)
25,56%
9.275
(9,56)%
Effect of tax loss carryforwards
60.462
(62,32)%
Years
Thousands of Euros
Effect of deductions capitalised
(40.592)
41,84%
2026
-
Income tax on companies located abroad
13.792
(14,22)%
Effect of different tax rates
(1.421)
1,46%
(6.616)
6,82%
Effect of permanent differences
28,00%
Effect of deductions
Effect of permanent differences
62.628
(8,87%)
Effect of other income tax adjustments
from prior years
Effect of deductions
(3.759)
0,53%
(145)
0,02%
Effect of tax loss carryforwards
76.136
(10,79)%
Effect of deductions capitalised
(26.389)
3,74%
Income tax on companies located abroad
10.810
(1,53)%
Effect of different tax rates
14.321
(2,03)%
(64.051)
9,07%
Total
(97.016)
Income tax at the rate applicable in Spain
(197.653)
Effect of other income tax adjustments
from prior years
%
As in 2014, the Group has no reinvestment commitments at
31 December 2015.
Total
Details of available deductions for investment, training and
export activities at 31 December 2015 and 2014 are as
follows:
The reversal periods for available deductions for
investments, training and export activity in 2015 are as
follows:
Subsequent years
4.124
Total
4.124
Details of loss carryforwards available for offset at 31
December 2015 and 2014 that have not been recognised
because the Group does not foresee their recovery in a
period under 10 years are as follows:
(Thousands of Euros)
Tax loss carryforwards for offset
Deductions for investments and other reasons
Years
2015
Years
2014
Years
2015
Years
2014
2011 and
prior years
3.661
2010 and
prior years
4.006
2011 and
prior years
100.855
2010 and
prior years
32.040
2012
311
2011
455
2012
28.565
2011
16.926
2013
101
2012
311
2013
31.090
2012
31.801
2014
44
2013
155
2014
59.507
2013
21.339
2015
7
2014
44
2015
174.717
2014
18.244
Total 2015
4.124
Total 2014
4.971
Total 2015
394.734
Total 2014
120.350
83
5
The period for reversal of available tax losses for offset in
2015, which have not been recognised, is as follows:
Years
Thousands of Euros
2016
3.282
2017
1.417
2018
3.369
2019
4.202
2020
3.010
2021
722
2022
1.367
2023
2.891
2024
1.912
Unlimited
372.562
Spanish tax legislation caps the amount of tax loss
carryforwards available for offset by the companies forming
part of the tax group headed by Indra Sistemas, S.A. in
2012, 2013, 2014 and 2015 at 25% of taxable income
prior to offset. For the rest of the Spanish companies, this
percentage varies depending on the volume of transactions
and revenues. For these same periods goodwill may only be
amortised up to one hundredth of its amount per year and
the amortisation of intangible assets with indefinite useful
lives is capped at one fiftieth of the amount. Furthermore,
for 2013 and 2014 the depreciation/amortisation of
property, plant and equipment, intangible assets and
investment property was limited to 70% of the assets’
depreciation/amortisation for accounting purposes.
As a result of the approval of the Corporate Income Tax Law
27/2014, of 27 November 2014, which came into effect on
1 January 2015 and will generally be applicable to the tax
periods starting on or after that date of the Spanish Group
companies, the tax rate will gradually decline. The general
tax rate is 28% in 2015 and is reduced to 25% in 2016.
Consequently, the Spanish Group companies have adapted
their deferred tax rates, taking into account the year in
which they will revert.
In accordance with prevailing legislation, taxes cannot be
considered definitive until they have been inspected by
the taxation authorities or before the prescription period
pursuant to legislation in force in each of the countries in
which the Group operates has elapsed. The Parent has open
to inspection all applicable taxes for 2011 and subsequent
years.
On 21 December 2015 the Parent received official notice of
the commencement of an inspection of the following taxes
and years.
to be significant to the consolidated annual accounts.
Balances with public entitiess
The balances receivable from public entities are as follows:
Thousands of Euros
Periods
2014
32.712
26.231
8.505
7.578
41.217
33.809
42
2.251
2.778
4.573
44.037
40.633
Taxation authorities (receivable):
Value added tax
Other taxes
Subtotal
Concept
2015
Grants receivable
Income tax
2011 a 2014
Social Security receivable
Value added tax
2012 a 2014
Total (note 14)
Withholdings on account. Nonresident tax
2012 a 2014
Annual informative summary of
transactions
2011 a 2014
To date only notice of verification of the Parent has been
received.
At the date of preparing these consolidated annual
accounts, the process is just beginning, therefore the
Company has no estimates in this respect. Nevertheless
the Parent considers that it has paid the applicable taxes
correctly. However, discrepancies could arise because of the
Parent’s interpretation of prevailing tax legislation, although
it considers these would not be significant in relation to the
accompanying consolidated annual accounts.
The Group companies consider that all applicable taxes for
the years open to inspection have been properly filed and
settled. However, in the event of inspection, discrepancies
could arise regarding the companies’ interpretation of
prevailing tax legislation, although these are not expected
84
5
Details of balances payable to public entities are as follows:
a. Currency risk
Thousands of Euros
2015
2014
Value added tax
65.098
60.070
Personal income tax withholdings
26.124
28.033
5.712
6.547
Taxation authorities payable:
Other taxes
Subtotal
Repayable grants
Social Security payable
Total (note 26)
1. Market risk
96.934
94.650
2
2
27.427
29.364
124.363
124.016
37. FINANCIAL RISK MANAGEMENT
AND HEDGING POLICIES
The Group operates internationally and is therefore exposed
to currency risk when operating with foreign currencies.
Currency risk arises from future commercial transactions and
recognised assets and liabilities which are presented in a
foreign currency that is not the functional currency of each
of the companies.
In order to mitigate the impact of exchange rate differences
on the projects carried out by the Group in currencies
other than that of the country of origin of the transaction,
hedging transactions (mainly forward purchases and sales
of foreign currency) are arranged with banks. Indra analyses
the exchange rate risk at the time each individual project
contract is signed and arranges suitable hedges (primarily
exchange rate insurance policies) to ensure that future
profits are not significantly affected by fluctuations in the
exchange rate. No derivative financial instruments are used
for speculative ends.
The Group’s activities are exposed to various financial risks:
market risk (including currency risk and interest rate risk),
credit risk and liquidity risk. The risk management model
aims to minimise potential adverse effects on the Group’s
profits.
The profits of operations with income and expenses
denominated in currencies other than the Euro may increase
or decrease on consolidation into the Group’s Eurodenominated accounts. Although this risk is partly mitigated
by the Group’s significant geographical diversity, exchange
rate fluctuations in the different currencies of Latin America,
as the most important region in terms of the Group’s nonEuro activity, could have a detrimental impact on the Group’s
results.
Financial risk management is controlled by the Group’s
Finance and Control departments. Internal regulations
provide written policies for global risk management, as well
as policies for specific issues such as currency risk, interest
rate risk and liquidity risk.
The Group’s exposure to currency risk at 31 December 2015
and 2014 is presented in Appendix III. This appendix reflects
the carrying amount of the Group’s financial instruments
or classes of financial instruments denominated in foreign
currencies (in thousands of Euros).
Financial risk factors
To ensure that the above-mentioned risks are managed
appropriately, the Group maintains control over financial
information using an internal system that is highly efficient
in all major respects
The Group’s currency risk management policy generally
involves hedging 100% of the net exposure arising from
transactions in currencies other than the functional
currency of each company. Hedging instruments are not
used in transactions that are not material, when there is
no active market for the hedging instruments, which is the
case of certain non-convertible currencies and when other
mechanisms are available to offset currency fluctuations in
supplier payments or trade receivables.
The sensitivity analysis of +/-5% variation in the exchange
rate for the main functional currencies (other than the Euro)
where the Group has exposure due to its foreign subsidiaries
is as follows:
Variation in equity 2015
+5%
Thousands of Euros
US Dollar
373
Argentine Peso
(45)
Brazilian Real
(2.096)
Variation in profit/(loss) 2015
+5%
Thousands of Euros
US Dollar
(102)
Argentine Peso
(12)
Brazilian Real
(11.840)
Variation in equity 2014
+5%
Thousands of Euros
US Dollar
To compare the gross exposure covered by hedging
instruments, based on the Group’s policies, the amounts of
foreign subsidiaries in local currency are eliminated.
440
Argentine Peso
47
Brazilian Real
61
85
5
Variation in profit/(loss) 2014
+5%
Thousands of Euros
US Dollar
(61)
Argentine Peso
(51)
Brazilian Real
222
b. Interest rate risk
Interest rate risk arises due to exposure to movements in
the interest rate curves applicable to long-, medium- and
short-term bank borrowings. Indra considers arranging
financial instruments to manage these risks when
circumstances so dictate. At 31 December 2015, Indra
holds interest rate hedges for non-current bank borrowings
through variable to fixed interest rate swap contracts. In
2013 the Group carried out a fixed-interest bond issue,
eliminating this risk for a large part of its non-current
borrowings (see note 20).
The following table shows the sensitivity of the Group’s
consolidated profit/loss (in millions of Euros) to interest rate
fluctuations:
Impact on loss for the year
before tax
2015
2014
Interest rate
fluctuation
Interest rate
fluctuation
+0,5%
-0,5%
+0,5%
-0,5%
(1,62)
1,62
(1,13)
1,13
2. Credit risk
Indra is exposed to this risk due to possible default by
customers. The credit standing of Indra’s customers is very
good. Due to the nature of Indra’s business, its commercial
relationships are mainly with large business groups,
governments, public sector bodies and public-private
partnerships, which are exposed to a lesser extent to the
risk of default. Nevertheless, it uses irrevocable letters of
credit and hedges transactions through insurance policies to
insure collection, especially in the international sales area.
The Group provides for trade receivables when there is
objective evidence of impairment. The established procedure
excludes the following; Institutional debt, withholdings
for warranties, where the third party is client and supplier
and sufficient amounts are involved to offset the debt,
where the Group has a document recognising the debt and
the client has committed to pay, debt related to customer
advances and when there is evidence of negotiations which
are expected to end in an agreement with a prompt solution.
These tables present details of the ageing of past-due
unimpaired financial assets at 31 December 2015 and
2014.
86
5
Total assets
Less than 3
months
3 to 6 months
6 months to
1 year
More than
1 year
Total
271.335
37.693
17.115
66.563
392.706
271.335
37.693
17.115
66.563
392.706
Total assets
Less than 3
months
3 to 6 months
6 months to
1 year
More than
1 year
Total
203.746
32.556
41.896
85.025
363.223
203.746
32.556
41.896
85.025
363.223
3. Liquidity risk
operating requirements, maintaining suitable levels of
availability on undrawn loans
Liquidity risk is that which could generate difficulties in
meeting obligations associated with financial liabilities that
are settled by delivering cash or other financial assets. The
objectives of liquidity risk management are to guarantee a
level of liquidity while minimising the opportunity cost and
to maintain a financial debt structure based on maturities
and sources of financing. In the short term liquidity risk
is mitigated by maintaining an adequate level of readily
available resources, including cash and short-term deposits,
available credit facilities and a portfolio of highly liquid
assets.
The Indra Group’s liquidity policy consists of arranging
committed long-term credit facilities with banks and
temporary investments in an amount sufficient to cater
for projected needs for a given period based on the status
and expectations of the debt and capital markets. The
above-mentioned foreseen requirements include maturity
of net financial debt. Further details of the characteristics
and conditions of borrowings and financial derivatives are
provided in notes 20 and 24. The Group makes cash flow
forecasts to ensure that it has sufficient cash to meet
87
5
Details of the Indra Group’s liquidity at 31 December 2015 and 2014 are as follows:
Financial liabilities from bonds and
debentures
Finance lease payables
Total
Derivative financial instruments
Total
Less than 1
month
1 to 3 months
3 months to
1 year
1 to 5 years
More than
5 years
Total
12.338
8.833
55.587
467.685
254.083
798.526
-
-
729
237.543
-
238.272
158
586
1.145
2.605
-
4.494
222.793
373.554
216.337
6.901
-
819.585
-
9.431
-
8.451
3.065
20.947
235.289
392.404
273.798
723.185
257.148
1.881.824
128
892
29.916
11.436
-
42.372
235.417
393.296
303.714
734.621
257.148
1.924.196
Less than 1
month
1 to 3 months
3 months to
1 year
1 to 5 years
More than
5 years
Total
27.361
14.924
47.607
224.126
367.581
681.599
Financial liabilities from bonds and
debentures
38.891
-
-
229.686
-
268.577
175
600
1.304
4.337
-
6.416
45.953
616.707
86.897
-
-
749.557
-
-
-
30.910
-
30.910
112.380
632.231
135.808
489.059
367.581
1.737.059
-
1.345
17.148
8.785
-
27.278
112.380
633.576
152.956
497.844
367.581
1.764.337
Total
Derivative financial instruments
Total
88
5
38. COMMITMENTS AND OTHER
CONTINGENT LIABILITIES
Foreign currency commitments
The Group has arranged forward currency sale and purchase
agreements to cover open foreign currency positions at 31
December 2015 (see note 4 t). These commitments are as
follows::
2015
Amount in foreign currency
Current
Currency
US Dollar
Pound Sterling
Swiss Franc
Chilean Peso
Non-current
Purchase
Sale
Purchase
Sale
30.597.934,36
203.871.306,04
2.980.242,94
91.333.997,58
5.340.589,87
11.853.429,97
581.764,00
4.102.904,68
222.012,63
75.700,00
-
10.444.466,00
41.183.798,00
3.710.885.003,00
-
Mexican Peso
-
327.063.563,64
-
1.320.095,00
UAE Dirham
-
393.796.002,00
-
152.879.835,00
1.847.651,00
5.851.204,80
-
534.376,20
Canadian Dollar
Australian Dollar
237.426,59
3.239,57
325.000,00
-
Norwegian Krone
202.619,70
-
-
-
Brazilian Real
1.644.073,00
4.624.712,05
-
452.083,00
1.122.492.871,00
14.313.016.656,00
-
-
Moroccan Dirham
-
12.906.075,00
-
-
Kuwaiti Dinar
-
104.573,00
-
-
Polish Zloty
220.129,73
758.280,85
-
-
Peruvian Sol
611.021,82
7.560.045,59
-
-
Czech Koruna
640.000,00
-
-
-
Chinese Yuan
10.618.864,00
-
-
-
Colombian Peso
Indian Rupee
-
5.750.544,00
-
-
Malaysian Ringgit
-
71.500.957,00
-
23.332.714,00
Philippine Peso
-
49.476.015,00
-
-
Turkish Lira
-
18.100.870,77
-
6.349.241,59
Sudafrican Rand
-
8.055.884,00
-
297.303,00
6.206.200,00
-
-
-
Romanian Leu
89
5
At 31 December 2014 the Group had arranged the
following:
2014
Amount in foreign currency
Current
Currency
US Dollar
Pound Sterling
Swiss Franc
Chilean Peso
Mexican Peso
UAE Dirham
Australian Dollar
Canadian Dollar
Non-current
Purchase
Sale
Purchase
Sale
52.347.430,94
259.216.152,82
2.741.192,00
127.639.198,00
3.704.042,62
7.726.328,71
594.274,00
4.379.690,55
412.629,71
991.000,00
-
-
161.248.988,00
6.314.631.552,00
82.574.845,00
-
110.502,00
359.775.872,09
-
9.335.880,55
44.560,00
720.000,00
-
-
896.048,64
9.556.403,28
-
4.350.131,00
195.969,72
602.487,79
880.000,00
-
14.426.031,12
328.417,00
-
-
1.228.593,19
144.963.094,65
-
-
2.570.304.975,00
27.595.859.763,00
-
-
1.202.293,00
15.968.141,00
-
-
-
1.024.705,44
-
-
Polish Zloty
229.307,84
14.397.232,20
-
-
Peruvian Sol
381.579,00
2.739.307,76
-
-
5.173.008,50
680.625,00
-
-
Norwegian Krone
Brazilian Real
Colombian Peso
Moroccan Dirham
Kuwaiti Dinar
Czech Koruna
Chinese Yuan
-
2.305.329,00
-
-
Indian Rupee
-
30.087.614,00
-
-
Malaysian Ringgit
-
28.889.743,00
-
-
Philippine Peso
-
116.568.027,17
-
-
Russian Rouble
456.515,00
-
-
-
-
331.148,00
-
-
Romanian Leu
90
5
At 31 December 2015 and 2014 exchange rate hedges are
valued as follows:
Thousands of Euros
2015
Current
Exchange rate hedges
Cash flow hedges
2014
Non-current
Current
Non-current
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
1.767
12.890
-
11.009
4.731
7.722
14
7.458
Fair value hedges
(66)
18.046
-
428
(3.953)
10.771
-
1.327
Total (note 10)
1.701
30.936
-
11.437
778
18.493
14
8.785
The information on foreign currency cash flow hedges is as
follows:
• Income of Euros 2,301 thousand was reclassified from
equity to the consolidated income statement (an expense
of Euros 459 thousand in 2014).
• Correction costs (recognition of inefficiency) amount to
Euros 2, 619 thousand in 2015 (Euros 947 thousand in
2014).
• A gain of Euros 4,121 thousand attributable to the
hedging instrument was recognised in 2015 and a gain of
Euros 874 thousand in 2014 (same amount of gain/loss
as the hedged item).
The years in which the cash flows from non-current foreign
currency hedges are expected are as follows:
Cash flow hedges also include interest rate swaps used
by the Parent to manage its exposure to interest rate
fluctuations, mainly on non-current bank loans arranged
at floating rates. The fair value of these swaps, Euros
668 thousand (Euros 1,761 thousand in 2014) has been
determined based on the market values of equivalent
financial derivatives at the reporting date (see note 21).
The interest rate hedges arranged are swaps that ensure
a fixed interest rate on three non-current loans bearing
a floating interest rate arranged with two financial
institutions. The swap and the loan interest have the same
quarterly settlement dates.
Details of the swap are as follows:
Thousands of Euros
Thousands of Euros
2015
2015
2014
Assets
Liabilities
Assets
Liabilities
2016
-
-
14
5.707
2017
-
7.301
-
747
2018
-
1.277
-
320
2019
-
1.471
-
250
Total
-
10.049
14
7.024
2014
Notional amount
hedged
Fixed rate average
swap
Notional amount
hedged
Fixed rate
average swap
Final maturity
Variable rate
swapped
76.668
1,68%
103.462
1,60%
2016-2017
Euribor 3 meses
91
5
The impact on the consolidated income statement in 2015
and 2014 was zero as the gain/loss from the financial
instrument is offset by the loss/gain (opposite result) of the
swap.
39. OPERATING LEASES
The Group has leased certain assets under operating leases
from third parties.
The most significant lease contracts are as follows:
Lessor
Leased premise
Contract
signature date
Contract
expiry date
Review
Review %
Security
deposits
(Thousands of
Euros)
Testa Inmuebles en Renta,
S.A.
Avenida de Bruselas, 35
(Alcobendas)
01/01/2002
30/06/2022
July
I.G.P.C.
1.005
Ayuntamiento de
Alcobendas
Anabel Segura, 7
(Alcobendas)
01/09/2007
31/05/2017
January
I.G.P.C.
423
Gratan, S.L.
Tanger, 120 (Barcelona)
01/07/2005
01/01/2017
July
I.G.P.C.
660
Grupo Castellvi
Tanger 98-108, Edificio
Interface (Barcelona)
01/07/2008
31/10/2027
June
I.G.P.C.
371
OBENQUE, S.A.
Julian Camarillo, nº 16-20.
Madrid
26/07/2011
31/12/2021
January
I.G.P.C.
192
92
5
Operating lease payments have been recognised as an
expense for the year as follows:
Owner
Location
Contract
expiry date
2015
expense
2014
expense
Testa
Alcobendas (Madrid)
30/06/2022
6.492
6.405
Ayuntamiento de Alcobendas/Sogepima
Alcobendas (Madrid)
31/05/2017
2.746
2.151
Grupo Castellvi
Barcelona
31/10/2017
3.248
3.152
Gratana, S.L:
Barcelona
01/01/2017
1.280
1.278
Obenque
Madrid
31/12/2021
1.318
1.343
Mapfre Vida, S.A.
Madrid
29/02/2016
650
737
Construzioni Civili e Commerciali Spa
Roma (Italia)
30/06/2020
668
-
Selección de Inmuebles, S.A.
Valencia
30/09/2023
737
-
Rentiber Internacional
San Fernando de Henares (Madrid)
31/03/2017
744
746
Grupo Integral de Desarrollo Inmobiliario
México D.F. (México)
31/12/2022
1.239
780
Portocarrio, S.L.
Madrid
07/04/2016
521
692
Auris Andino Inversiones Inmobiliarias
Avda. del Valle (Chile)
31/01/2016
590
639
Mapfre Vida, S.A.
Madrid
30/04/2017
-
516
Colombiana de Televisión, S.A.
Bogotá (Colombia)
30/11/2014
55
503
Edificio de Alcobendas, S.A.
Alcobendas (Madrid)
31/05/2015
430
431
Inmobiliaria Financiera
Bogotá (Colombia)
31/08/2017
33
272
General de Edificios y Solares
La Coruña
31/05/2014
367
401
Red Tenc. Servicio de Asistencia Sanitaria
Málaga
31/08/2021
423
364
Fundación P. Científico Universidad de Salamanca
Salamanca
31/10/2017
243
351
Allenza Toro Spa
Roma (Italia)
30/09/2016
-
360
Inmoan, S.L.
Torrejon de Ardoz - Madrid
31/10/2019
249
255
Veintisiete, S.L.
Barcelona
31/10/2015
421
286
Farrag, S.L.
Cordovilla (Navarra)
30/06/2022
286
286
Gasel, S.A.
Paraná (Brasil)
31/12/2015
-
279
Morera yVallejo Patrimonioal, S.A.
Sevilla
31/12/2019
277
269
Sprilur, S.A.
Erandio (Vizcaya)
31/05/2019
230
267
Fernando González Tovar
México D.F. (México)
31/07/2015
275
258
Fossgal, S.A.
Buenos Aires (Argentina)
31/12/2015
-
258
Telefónica de España, S.A.U.
León
31/03/2016
324
-
Parque Cintífico y Tecnológico de Extremadura
Badajoz
31/01/2022
300
-
3.870
7.540
Otros
(*) Others include all amounts lower than Euros 250 thousand.
93
5
40. REMUNERATION OF THE
BOARD OF DIRECTORS AND SENIOR
MANAGEMENT
Board member
Remuneration of board members
F. Abril-Martorell (1)
1. Remuneration for being a member of
governing bodies
The board members receive remuneration for acting as
such based on their involvement in the different governing
bodies.
This remuneration has been determined following the
best practices and recommendations included in the
remuneration policy approved by the shareholders at their
general meeting on 25 June 2015.
By applying the criteria in this remuneration policy the
board of directors considered it necessary to reduce
their remuneration by 20% on a straight-line basis with
effect from January 2015 following a report from the
Appointments, Remuneration and Corporate Governance
Committee. They therefore receive the following annual
amounts: Euros 80 thousand for members of the board
of directors; Euros 40 thousand for Audit and Compliance
Committee members; Euros 24 thousand for Appointments,
Remuneration and Corporate Governance Committee
members and Euros 24 thousand for Strategy Committee
members. The chairperson of each body receives 1.5 times
these amounts. Based on the composition of each body
the average annual income is approximately Euros 125
thousand per board member.
Remuneration of directors (in euros) 2015
Fixed Amount
Board of
directors
Strategy
committee
Audit and compliance committee
Appointments,remuneration and
corporate governance committee
Total
110.000
33.000
-
-
143.000
I. Aguilera
80.000
24.000
20.000
12.000
136.000
J. de Andrés
80.000
-
-
-
80.000
J.C. Aparicio
80.000
-
40.000
-
120.000
D. García-Pita
80.000
-
-
36.000
116.000
L.Lada
80.000
24.000
-
-
104.000
E. de Leyva (2)
53.333
16.000
20.000
4.000
93.333
J. March
80.000
24.000
-
12.000
116.000
S. Martínez-Conde
80.000
-
40.000
12.000
132.000
A. Menéndez
80.000
24.000
-
24.000
128.000
J. Monzón (3)
12.500
3.750
-
-
16.250
M. de Oriol (4)
26.666
-
-
8.000
34.666
I. Santillana
80.000
24.000
50.000
-
154.000
R.Sugrañes
80.000
-
-
24.000
104.000
A.Terol
80.000
24.000
50.000
-
154.000
1.082.499
196.750
220.000
132.000
1.631.249
Total
Average remuneration per board member (13 members)
125.481
(1) Chairman since February 2015
(2) Board member since May 2015
(3) Chairman until January 2015
(4) Board member until April 2015
An itemised breakdown of total remuneration received by
each member of the board of directors of the Parent in
2015 and 2014 for belonging to the governing bodies is
presented in the following four tables:
94
5
Remuneration of directors (in euros) 2014
Fixed amount
Board member
governing bodies is settled entirely in cash, all of the
board members use a significant part of the sum received
(currently 50% of the net remuneration) to purchase Indra
shares, having announced publicly their commitment
to retain ownership of these shares until the end of
their mandate. The Spanish National Securities Market
Commission was informed of this decision in a price
sensitive information report filed on 28 July 2011, and the
members of the board have fulfilled these commitments
since then.
Board of
directors
Delegate
committee
Audit and compliance committee
Appointments remuneration and
corporate governance committe
Total
I. Aguilera
100.000
-
50.000
-
150.000
J. de Andrés
100.000
45.000
-
-
145.000
J.C. Aparicio
100.000
-
50.000
-
150.000
58.333
17.500
-
-
75.833
D. García-Pita
100.000
-
-
45.000
145.000
L.Lada
100.000
30.000
50.000
-
180.000
J. March
100.000
30.000
-
30.000
160.000
S. Martínez-Conde
100.000
-
50.000
-
150.000
A. Menéndez
100.000
30.000
-
30.000
160.000
J. Monzón
150.000
-
-
-
150.000
M. Oriol
100.000
-
-
30.000
130.000
I. Santillana
100.000
30.000
-
30.000
160.000
R. Sugrañes
100.000
30.000
-
-
130.000
Remuneration of senior management
A. Terol
100.000
30.000
75.000
-
205.000
1.408.333
242.500
275.000
165.000
2.090.833
1. Characteristics and components of the
remuneration system.
Casa Grande de
Cartagena (1)
Total
Average remuneration per board member (13.6 members)
153.738
(1) Board member until July 2014
During 2015 and 2014 no options on Parent shares were
granted to the members of the board of directors, nor did
they exercise any options on Parent shares. At the 2015 and
2014 year ends the members of the board of directors do
not hold any Parent share options.
than those disclosed above for belonging to governing
bodies. Neither the Parent nor any of the consolidated
group companies have assumed any pension commitments
on behalf of directors for belonging to these bodies or
extended any loans or advances to them.
In 2015 and 2014 the members of the board of directors
have not received any benefits or remuneration other
Without prejudice to the fact that, as indicated, the
remuneration of the board members for belonging to
2. Remuneration of executive directors for
duties delegated by the board of directors.
Irrespective of the remuneration indicated in section 1.1.
above, executive directors earn additional remuneration as
a result of their contractual relationship with the Parent for
performing their executive functions. This remuneration
is based on the same criteria and includes the same
components as that received by the rest of the Parent’s
senior management personnel, therefore for the sake of
clarity it is explained along with that of the other senior
management personnel in section 2 below.
The remuneration of the Company’s senior management,
comprising the executive directors and general managers, is
determined on an individual basis by the board of directors,
based on proposals by the Appointments, Remuneration and
Corporate Governance Committee.
Since 2002 the Parent has established the remuneration
framework for senior management for three year periods.
In 2015, based on a recommendation of the Appointments,
Remuneration and Corporate Governance Committee, the
board of directors proposed to the shareholders at their
general meeting a review of the remuneration scheme for
senior management to adapt it to international standards
95
5
and the recommendations of the new Good Governance
Code for listed companies. At the general meeting held on
25 June 2015 the shareholders approved a remuneration
policy that reflects these changes and establishes the
remuneration framework for 2015, 2016 and 2017, which
includes the following components:
• Fixed remuneration (FR), received entirely in cash and
which does not vary, other than in justified exceptional
cases, for the three year period. This represents 25-48%
of the total annualised remuneration.
• Variable annual remuneration (VAR), which depends
on the valuation of the achievement of targets and
represents 26-35% of total annualised remuneration
when targets are fully met. This remuneration is paid 70%
in cash and the other 30% is deferred over three years
in three parts. It is paid entirely in Company shares, the
number of which is fixed at the date the variable annual
remuneration is accrued based on the average listed price
in the previous 30 calendar days.
To determine the extent to which each senior executive
has reached his or her goals, the Company weighs up
overall targets and the executive’s quantitative and
qualitative individual targets for his or her area of
responsibility, using the corresponding metrics and scales
of achievement for each person.
• (Medium-term remuneration (MTR), which depends on the
valuation of the achievement of targets and represents
26-40% of total annualised remuneration when targets
are fully met. This is paid entirely in Parent shares, the
number being set at the outset, based on the fulfilment
of the targets set for each period (“Performance Share
Plan”). These objectives are strategic and medium term,
such as the relative total shareholder return (TSR)
compared to the IBEX-35.
The medium-term remuneration has been set for a threeyear period (2015-2017) and is accrued, if applicable, at
the end of that period.
• Remuneration in kind, which mainly consists of a life
insurance policy, health insurance and use of a car.
The weighting of each of the above remuneration
components is as follows:
Managing Director
Javier de Andrés
Corporate general Managers
Juan Carlos Baena (3)
Emma Fernández (3)
Carlos González
Chairman and CEO
General managers
FR
25%
33%-48%
VAR
35%
26%-32%
MTR
40%
26%-35%
Javier Lázaro (4)
Antonio Mora (4)
Dolores Sarrión
Juan Tinao
General Managers of
Operations
Additionally the two executive directors and four general
managers are beneficiaries of an early retirement and longterm savings scheme (ERLTSS) externalised to an insurance
company as an endowment life insurance. The Parent makes
an annual defined contribution for each beneficiary, who
has the right to receive the accumulated amount in the
early retirement and long-term savings scheme at 62 or
earlier if they leave the Parent for reasons not attributable
to themselves. The annual contributions are determined as
a percentage of the total annualised remuneration of the
senior executive and are within the range of 12-17% of the
remuneration.
These remuneration components are explained in detail in
section A of the Annual Remuneration Report, including
information on the targets set for senior management in
the case of variable remuneration as well as the procedures
and methodology to measure achievement.
Eduardo Bonet
José Cabello
Emilio Díaz (3)
Rafael Gallego
Santiago Roura (3)
José Manuel Pérez-Pujazón
Cristina Ruiz
Carlos Suárez
(1) Since February 2015.
(2) Until January 2015.
(3) Resigned during 2015.
(4) Appointed during 2015
2. Remuneration amounts
In 2015 the composition of the senior management team
was as follows::
Chairman
Fernando Abril-Martorell (1)
Javier Monzón (2)
96
5
Below is a breakdown of the remuneration of each executive
director:
Chairman
Javier de Andrés
Managing Director
Javier Monzón
Chairman (until January 2015)
2015
2014
2015
2014
2015
2014
FR
711
-
550
550
83
1.000
VAR
448
-
192
-
-
-
MTR
-
-
-
- (1)
-
- (1)
30
-
37
35
22
125
-
-
-
550
-
1.000
1.189
-
779
1.135
105
2.125
Other
-
-
-
-
3.769 (2)
-
ERLTSS
-
-
-
-
12.067 (3)
-
1.189
-
779
1.135
15.941
2.125
Remuneration in kind
Share-based payments
Subtotal
Total
(1) On the recommendation of the Appointments, Remuneration and
that are not executive directors are as follows:
Corporate Governance Committee, the board of directors agreed to cancel the
medium term incentive for 2014-2016 and replace it with the prevailing MTR,
which based on the evaluation of the fulfilment of targets by the executive
directors, resulted in Euros 0 for both.
(2) This figure includes the amount received at the time their contractual
relationship with the Company was terminated (Euros 1,019 thousand) for
the following: (i) contractual term of notice and (ii) the proportional part of
extraordinary salary payments and untaken statutory leave. It also includes
the consideration accrued in the year (Euros 2,750 thousand) in respect of
the non-compete agreement signed with the Parent.
(3) The amount received upon termination of the contractual relationship
2015 (1)
2014 (2)
FR
4.176
2.800
VAR
1.162
722
MTR
-
943
208
294
-
1.410
5.546
5.226
Remuneration in kind
Share-based payments
with the Parent as liquidation of the ERLTSS. This amount was paid by the
Subtotal
insurer contracted by the Company to externalise this scheme.
Other
9.706 (3)
-
ERLTSS
5.581 (4)
-
20.883
5.226
The current MTR will be accrued at the end of the threeyear period (2015-2017) and, where applicable, will be
settled after the 2017 year end.
Total
(1) Data in respect of the 15 general managers named at the start of this
section 2.2.
(2) Data in respect of the seven people who were general managers in 2014.
(3) Amount received by the senior managers Mr Juan Carlos Baena, Mr Emilio
Díaz, Ms Emma Fernández and Mr Santiago Roura upon termination of their
contractual relationship with the Parent.
(4) The amount received by three senior managers upon termination of the
contractual relationship with the Parent as liquidation of the ERLTSS. This
amount was paid by the insurer contracted by the Parent to externalise this
scheme.
The amounts corresponding to other senior management
97
5
The current MTR will be accrued at the end of the
three-year period (2015-2017) and, where applicable,
will be settled after the 2017 year end. In 2014, on the
recommendation of the Appointments, Remuneration and
Corporate Governance Committee, the board of directors
agreed to cancel the medium term incentive for 2014-2016
and replace it with the prevailing MTR, which based on
the evaluation of the fulfilment of targets by the general
managers, resulted in Euros 943 for this management
group.
3. Contractual framework for executive
directors and senior management.
The current remuneration system does not contemplate
providing shares as autonomous remuneration, therefore in
2015 neither executive directors nor senior management
received any remuneration for this concept. The gross
remuneration in shares indicated in the above tables led to
46,535 shares being conveyed to Mr Monzon (the former
chairman), 26,355 shares to the CEO and 74,963 shares to
the group of seven people who were general managers at
that time.
The current executive chairman has a temporary right to
termination benefits equivalent to the positive difference
between the balance accumulated in his favour at such a
time in the ERLTSS and the equivalent of one year’s total
salary.
No share options were extended to senior management
personnel during 2015 or 2014 and senior management did
not take up any options on Parent shares during the period.
The Company’s contributions to the ERLTSS on behalf of
senior management were as follows:
Fernando
Abril-Martorell
(Chairman)
Javier de
Andrés
(Managing
Director)
Javier Monzón
(Chairman
until January
2015)
General
managers
2015
2014
2015
2014
2015
2014
2015
2014
426
-
374
374
50
600
938
1.120
In 2015 and 2014 members of senior management did
not receive any benefits, compensation or remuneration
other than those indicated in this note. Neither the Parent
nor any of the Group companies has assumed any pension
commitments on behalf of or extended any loans or
advances to senior management.
The executive directors have service contracts with the
Parent that govern the conditions applicable to their
professional relationship with the Company.
These contracts are indefinite and the CEO’s contract
contains no golden parachute clauses or termination
benefits.
In 2015 three of the present general managers have a
transitory right to termination benefits, which decreases
over time, of between 0.4 and 1.1 times their total
annualised salary. This right will gradually be reduced until
extinguished when the sum of: (i) the cumulative amount
for each of them in the early retirement and long -term
savings scheme and (ii) the corresponding compensation
receivable in the event of unfair dismissal for their previous
ordinary employment relationship, reaches a gross amount
equivalent to 45 days of the annualised salary per year of
service calculated from the date of joining the Parent, up to
a maximum of 42 monthly payments.
The contracts of another three general managers include
a temporary right to termination benefits equivalent to
between one and two years of their annualised salary. This
right is extinguished either after a transitional period after
their joining the Parent or when the compensation they are
legally entitled to exceeds the minimum amount guaranteed.
The contracts of seven senior managers establish a three
month notice period in the case of termination by the
Parent, which if not respected, must be compensated
by an amount equivalent to their total annualised salary
corresponding to the notice period in question.
The executive directors and two general managers of
operations have signed non-compete clauses applicable
for two years from the termination of their contractual
relationship. In return they are respectively entitled to
compensation of 0.75 times and 0.5 times their total
annualised remuneration for each year of compliance.
.”
41. INFORMATION PROVIDED BY
THE MEMBERS OF THE BOARD
OF DIRECTORS AS REQUIRED BY
ARTICLE 229 OF THE SPANISH
COMPANIES ACT
After reviewing the information reported by the secretary
to the board, the directors of the Parent and their related
parties have had no conflicts of interest and are not in
a situation of conflict of interest requiring disclosure
in accordance with article 229 of the Revised Spanish
Companies Act.
42. R&D&INNOVATION ACTIVITIES
R&D and innovation expenditure is incurred on a significant
part of the activities carried out by the Indra Group. These
expenses are taken to the consolidated income statement
when they are accrued (see note 4).
The overall expense for R&D&innovation projects carried
out in 2015, including capitalised projects (see note 9),
amounts to Euros 152,287 thousand, equivalent to 5.3%
of the Group’s total sales during this year. R&D&innovation
expenses incurred by the Parent account for approximately
98% of Group’s total expenses of this nature for the year.
In 2014, R&D&innovation expenses amounted to Euros
195,122 thousand, equivalent to 6.6% of total Group sales.
98
5
43. ENVIRONMENTAL INFORMATION
The Group’s activities have not changed significantly
in comparison with prior years, and therefore the
environmental impact continues to be low. Consequently,
the Parent’s directors consider that no significant
contingencies exist in relation to the protection or
improvement of the environment and therefore have made
no related provision for environmental liabilities and charges
in 2014 or 2015.
Similarly, no significant assets have been allocated to
protect and improve the environment, and no material
expenses of this nature have been incurred during the year.
Consequently, the Group has neither requested nor received
any environmental grants during the years ended 31
December 2015 and 2014.
Notwithstanding the above, one of the foundations of
Indra’s Corporate Governance is the commitment to protect
the environment during the course of its activities. This has
been seen in the adoption of an environmental management
system based on ISO 14001, implemented in the Group’s
various work centres. Since the outset the greatest effort
has been made in the facilities of the most important
centres of the Parent. With regard to Spain, the certification
awarded under this standard to the work centres in Arroyo
de la Vega (Avda. de Bruselas - Alcobendas), San Fernando
de Henares, Torrejón de Ardoz and Triángulo (c/ San Julián Alcobendas), Aranjuez, Barcelona (c/Roc Boronat), Barcelona
- Interface, Avda. de Arteixo (La Coruña), Anabel Segura
(Alcobendas-Madrid), Ciudad Real, c/ Aviación (Sevilla),
Erandio (Bilbao), Baracaldo (Bilbao), c/ Alcalá (Madrid), c/
Julián Camarillo (Madrid), Bembibre (León), c/ Severo Ochoa
(Campanillas – Malaga), c/ Adaja (Villamayor de la Armuña
– Salamanca), Cr Prado de la Torre (Bollullos de la Mitación –
Sevilla), Fuente Alamo (Cartagena – Murcia) and Puerto de
Santa Maria, in 2015 was extended to the work centres in
Ferrol, where activity is carried out by Indra Sistemas, S.A.
and in c/Badajoz (Barcelona) where activity is carried out by
Indra BPO Servicios S.L.U.
In addition to these two companies, the following
companies had already been certified to operate in the
aforementioned centres; Indra Sistemas de Seguridad, S.A.,
Indra Software Labs, S.L., Indra BPO, CAYMASA, Indra Emac
and Advanced Logistics Group, S.A.
With regard to international subsidiaries, an environmental
management system based on ISO 14001 has been
implemented in six centres in Colombia where Indra
Colombia LTDA and Indra Sistemas S.A. Sucursal Colombia
carry out activity, in two centres in Portugal of Indra
Sistemas Portugal, S.A. and one centre of Indra Australia
Pty Ltd. in Australia. Furthermore certification has been
awarded in 2015 to two centres in Colombia of Indra
Colombia LTDA and Indra Sistemas S.A. Sucursal Colombia,
one centre in Italy of Indra Italia S.p.A., one centre in Mexico
of Indra Sistemas México SA de CV, Azertia Tecnologías de
la Información México SA de CV and Soluziona México SA
de CV and one centre in Brazil of Indra Brasil Soluções e
Serviços Tecnológicos S.A. and Indra Tecnologia Brasil Ltda.
The environmental initiatives relating to energy efficiency
in our facilities were continued in 2015 and ISO 50001 and
Leed Gold certifications were obtained for the building in
Arroyo de la Vega in Alcobendas (Madrid).
Furthermore, the Group has maintained the objective
established for 2014-2020 of reducing the greenhouse gas
emissions generated by our activities in the Indra Group’s
installations.
The Strategic Environmental Plans established for Portugal,
Colombia, Brazil, Italy, Mexico, Chile and Peru, in line with
Indra’s Global Strategic Environmental Plan have been
monitored in 2015.
99
5
44. AUDIT FEES
KPMG Auditores, S.L., the auditors of the consolidated annual
accounts of the Group, and other companies affiliated with
KPMG International have invoiced the following net fees for
professional services during the years ended 31 December
2015 and 2014:
Type of
transaction
Thousands of Euros
2015
KPMG
Auditores, S.L.
Affiliates of
KPMG
International
Total
KPMG
Auditores, S.L.
Affiliates
of KPMG
International
Total
Audit services
737
757
1.494
513
739
1.252
Other services
8
196
204
15
225
240
745
953
1.698
528
964
1.492
Other auditors charged total fees for audit services of Euros
153 thousand in 2015 (Euros 124 thousand in 2014).
45. RELATED PARTY
TRANSACTIONS
Related party transactions with significant shareholders
and board members do not represent, either individually or
collectively, a significant amount of the Parent’s revenues
or statement of financial position at 31 December 2015
or 2014. All of these transactions took place in the normal
course of the Parent’s business and in market conditions,
and were authorised by the board of directors as required
by its regulations. However, it is Parent policy to publish
detailed and transparent information on these transactions.
With board
members
Total at
31.12.2015
Sale of goods and
services
17.809
-
17.809
Purchase of goods
and services
336
211
547
5
-
5
18.150
211
18.361
Expenses for
financial services
2014
The amount shown in the above table includes the total
fees for audit and other services rendered in 2015 and
2014, irrespective of the date of invoice.
With
shareholdersr
During 2015 and 2014, commercial, financial and
professional services transactions were carried out with
significant shareholders at that time or with their related
parties, as well as with companies linked to the board
member Ms. De Oriol.
Details of related party transactions in 2015 and 2014, by
type of transaction, are shown in the table below.
Type of
transaction
With
shareholdersr
With board
members
Total at
31.12.2014
Sale of goods and
services
11.041
-
11.041
Purchase of goods
and services
424
1.434
1.858
6
-
6
11.471
1.434
12.905
Expenses for
financial services
Transactions with shareholderss
TAll transactions carried out with shareholders in 2015 and
2014 were with SEPI and Banca March or with companies of
their respective groups.
Sale of goods and services reflects services provided to
these shareholders by the Indra Group in the ordinary course
of business.
Purchases of goods and services reflect services provided to
the Indra Group in the ordinary course of business.
Expenses for financial services reflect expenses and
interest on the management of guarantees by Banca March.
Indra Consolidated Annual Accounts and Management Report 100
5
In 2015 and 2014 the Indra Group has held a guarantee
facility which matures annually of Euros 2,465 thousand
and Euros 2,549 thousand, respectively.
The dividends paid to shareholders represented on the board
of directors were as follows:
Thousands of Euros
2015
2014
Grupo S.E.P.I
-
11.240
Corporación Financiera Alba
-
6.320
Casa Grande Cartagena
-
Transactions with senior management
No transactions with senior management personnel or their
related parties have taken place in 2015 or 2014.
Transactions with associates and joint ventures
In 2015 and 2014 the transactions performed with joint
ventures through associates were as follows:
Receivables
Payables
Income
Expenses
4.943
14.266
22.054
1.756
4.943
14.266
22.054
1.756
Associates
Transactions with companies related to Ms de Oriol account
for the entire balance listed under transactions with board
members.
Purchases of goods and services reflect security services
provided by companies belonging to the Seguriber-Umano
Group, in which Ms. de Oriol holds a 95.6% stake (direct
and indirect) and the position of chairwoman. The amount
shown in 2015 refers solely to the first four months of the
year when Ms. de Oriol was a director of Indra. That shown
in 2014 refers to the whole year.
Thousands of Euros
Details of senior management remuneration are provided in
note 40.
2.233
Transactions with board members
The assets, liabilities, income and expenses of transactions
performed through the temporary joint ventures, which in
2015 and 2014 were consolidated according to the criteria
explained in note 2, are as follows:
2014
Non-current assets
10.848
1.690
Current assets
43.711
33.892
Non-current liabilities
(8.174)
(6.221)
Current liabilities
(47.436)
(28.614)
Revenues
(73.756)
(55.878)
74.807
55.131
-
-
Subcontracting and other
expenses
Appendix II provides details of the temporary joint ventures
consolidated by the Group.
Receivables
Payables
Income
Expenses
5.674
13.218
10.950
2.063
5.674
13.218
10.950
2.063
Associates
2015
Note: Receivables and payables comprise the amounts recognised at 31
46. EVENTS AFTER THE
REPORTING PERIOD
No significant events have occurred in the Group after the
end of the year.
December each year.
The amounts paid in 2015 and 2014 were respectively
Euros 211 thousand and Euros 1,434 thousand.
Details of remuneration of the members of the board of
directors are provided in note 40.
6
Details of Group companies at 31 December 2015
(Anexo I)
Company
Registered office
Activity
Avenida de Bruselas, 35 Alcobendas (Madrid)
Design, development, production, integration and maintenance of systems, solutions and services based on
information technology: computing, electronics and communications.
Calle Mar Egeo, 4 Pol.Ind.1 San Fernando de Henares (Madrid)
Engineering and maintenance of aerial defence systems and other related areas.
Carrer de Roc Boronat, 133 (Barcelona)
Design, development, integration and maintenance of systems and solutions for surveillance and installation
security.
Indra Sistemas de Comunicaciones Seguras, S.L.
Research, engineering, design, manufacturing, development, sale, installation, maintenance and repair of security
equipment, devices and systems for data communication, encoding systems, encrypting, signals and command and
control centres.
Inmize Capital, S.L.
Management, engineering, marketing and sale of defence systems.
Inmize Sistemas, S.L.
Management, engineering, marketing and sale of defence systems.
Indra Software Labs, S.L.
Design, manufacture and testing of IT system development products.
Portuetxe, 23, (San Sebastián)
Technical architecture and engineering services.
Indra SI, S.A.
Politec Argentina, S.A.
Azertia Tecnologías de la Información Argentina S.A.
Computación Ceicom, S.A.
Data processing, consultancy services and technical assistance in systems analysis, development and
implementation of programmes for computing equipment.
Indra Company Brasil Tecnologia, Ltda.
Sao Paulo (Brasil)
Indra Brasil Soluciones y Servicios, S.A.
Sao Paulo (Brasil)
Brasilia (Brasil)
information technology: computing, electronics and communications for the air traffic, defence, ground transport
and traffic, shipping and railway sectors and for electoral use.
1.- Parent
Indra Sistemas, S.A.
2.- Subsidiaries
Indra Emac, S.A.
Indra Sistemas de Seguridad, S.A.
Teknatrans Consultores, S.L.
Indra Tecnología Brasil LTDA
This appendix forms an integral part of notes 1 and 5 to the consolidated annual accounts, in conjunction with which it should be read.
6
Company
Registered office
Activity
Bogota, Colombia)
Indra Sistemas Chile, S.A.
Santiago de Chile (Chile)
Soluziona Guatemala, S.A.
Guatemala (Guatemala)
Indra Sistemas México S.A. de C.V.
Mexico City (Mexico)
Azertia Tecnología de la Información México S.A.C.V.
Soluziona Mejico S.A. de C.V.
Panama (Panama)
Indra Company Perú S.A.C.
Lima (Peru)
Indra Perú, S.A.
Lima (Peru)
Montevideo (Uruguay)
Philadelphia (USA)
Atlanta (USA)
Rome (Italy)
Prague (Czech Republic)
Indra Colombia LTDA.
Indra Panamá, S.A.
Soluciones y Servicios Indra Company Uruguay, S.A.
Indra USA Inc.
Indra USA IT Services
Indra Italia Spa
Indra Czech Republic s.r.o.
6
Company
Registered office
Activity
Indra Eslovakia, a.s.
Bratislava (Slovakia)
Indra Slovensko, s.r.o.
Chisinau (Moldova)
Indra Sistemas Polska S.p.z.o.o
Warsaw (Poland)
Indra Sistemas Portugal, S.A.
Lisbon (Portugal)
Bucharest (Romania)
Kiev (Ukraine)
Astana (Kazakhstan)
Istambul (Turkey)
Indra Beijing Information Technology Systems Co. Ltd.
Beijing (China)
Indra Radar Technology (Tianjin) Co., Ltd.
Tianjin (China)
Design, development, production and maintenance of navigation and landing support and air traffic control systems.
Quezon (Philippines)
Kuala Lumpur (Malasya)
Jakarta (Indonesia)
Indra Sisteme S.R.L.
Elektrica Soluziona S.A. (Romania)
Indra Ucrania L.L.C.
Indra Kazakhstan Engineering Llp
Indra Turkey Teknolojileri Çözümleri Anonim Sirketi
Indra Philippines, Inc.
Indra Technology Solutions Malasya Sdn Bhd
PT Indra Indonesia
6
Company
Registered office
Activity
New Delhi (India)
Manama (Bahrein)
Indra Arabia Company Ltd.
Jeddah (Saudi Arabia)
Indra Technology Solutions Co, Ltd.
Riyadh (Saudi Arabia)
Muscat (Oman)
Rabat (Morocco)
Nairobi (Kenya)
Harare (Zimbabwe)
Johannesburg (South Africa)
Sydney (Australia)
Indra BPO, S.L.
Business process outsourcing (BPO), document management services and mortgage management.
Indra BPO Servicios, S.L.
Data capture and digitalisation.
Manufacturas, 11. Mairena del Aljarafe (Seville)
Business process outsourcing (BPO).
Lisbon (Portugal)
Business process outsourcing (BPO).
Tangier (Morocco)
Back-office process outsourcing (BPO) for financial institutions.
Indra Sistemas India Private Limited
Indra Bahrain Consultancy SPC
Indra L.L.C.
Indra Sistemas Magreb S.A.R.L
Indra Limited (Kenya)
Soluziona Professional Services (Private) Ltd
Indra Technology South Africa Pty Ltd
Indra Australia Pty Ltd
Central de Apoyos y Medios Auxiliares, S.A.U.
Indra II Business Process Outsorcing Portugal,
unipersonal LTD
OUAKHA Services, Saarl AU (Morocco)
6
Company
Registered office
Activity
Business process outsourcing and management and design, development, production, integration and maintenance
of systems for financial institutions.
Indra Business Consulting, S.L.
Calle Tánger, 98 Barcelona
Professional services consisting of business, technological and solutions consultancy.
Advanced Logistics Group, S.A.
Calle Tánger, 98 Barcelona
Preparation of studies, technical projects and reports on transport engineering, consultancy and logistics.
Europraxis ALG Consulting Maroc, S.A.
Casablanca (Morocco)
Europraxis ALG Consulting Brasil, Ltda.
Sao Paulo (Brazil)
Professional services consisting of business, technological and solutions consultancy..
Lima (Peru)
Slough, Berkshire (UK)
Avda. de Burgos 12, Madrid
Engineering and consultancy services mainly in relation to the environment, transport, construction, water and
industry.
Sao Paulo (Brazil)
Civil engineering services and consultancy.
Ingeniería de Proyectos e Infraestructuras Mexicana,
S.A. de C.V.
Mérida (Mexico)
Technical architecture and engineering services.
Prointec Panamá, S.A.
Ancon (Panama)
Sacramento, California (USA)
Research and development of autopilot systems and advanced solutions in unmanned aircraft systems.
Consis Proiect SRL
Bucharest (Romania)
Prointec Romaría S.R.L. (Romania)
Bucharest (Romania)
Haryana (India)
IFOS (International Financial Operational Services),
S.A.
Indra Business Consulting ALG Mexico S.A. de C.V.
Europraxis ALG Consulting Andina, S.A.C. (Perú)
Europraxis ALG Consulting, Ltd (U.K.)
Prointec, S.A.
Prointec Engenharia, Ltda.
Prointec Usa LLc
Prointec India Privated Ltd
6
Company
Indra Advanced Technology, S.L.
AC-B air Traffic Control & Business Systems GmbH
(Germany)
Avitech AG
Avitech S.R.O.
Indra Navia AS (Park Air, Norway)
Normeka, AS
Registered office
Activity
Design, development, production, integration, operation, repairs and maintenance and marketing of systems,
solutions and products.
Markdorf (Germany)
Design, development, production and maintenance of systems, solutions and services based on the use of
information technologies as well as navigation and landing support and air traffic control systems.
Friedrichshafen (Germany)
Oslo (Norway)
Rømskog (Norway)
Avda. Isla Graciosa 13, San Sebastián de los Reyes (Madrid)
Design, development, manufacture, supply, assembly, repair, maintenance, installation and marketing of IT products,
solutions, applications and systems for the audiovisual industry.
Paseo de la Castellana 55, Madrid
Through associates, the design, development, production, integration, maintenance and operation of electronic, IT
and communications systems mainly related to naval systems and submarine acoustics.
Munich (Germany)
Development and production of flight simulators for the Eurofighter EF-2000.
Paris (France)
Development, manufacture and commercialisation of tactical communications systems.
Sofia (Bulgaria)
Design, development, integration and maintenance of systems and solutions for surveillance and installation
security.
Carretera de Loeches 9, Torrejon de Ardoz (Madrid)
Airfield transit services for the management of airborne traffic.
Paris (France)
Development of a security programme for radiocommunications.
3.- Associates
I3 Televisión, S.L.
IRB Riesgo Operacional S.L.
Saes Capital, S.A.
Eurofighter Simulation System GmbH
Euromids SAS
Green Border OOD
Tower Air Traffic Services, S.L.
A4 Essor, S.A.S.
6
Company
Registered office
Activity
Calle Roc Boronat, nº 133, Barcelona
Execution of the T-Mobilitat project to introduce a new technological, tariff and management system for the
Metropolitan Transport Authority.
Gran Vía Juan Carlos I nº9, Logroño (La Rioja)
Study, promotion, development and execution of groundbreaking projects relating to the environment and energy
generation.
Veracruz (Mexico)
Engineering and consultancy services rendered in the area of port infrastructures.
Indra Isolux México SA de CV
Mexico City
Supply, installation and start up of equipment for toll management and/or traffic control systems.
Visión Inteligente Aplicada S.A de C.V
Mexico City
Services rendered
Munich (Germany)
Analysis, advisory services, project preparation and construction of public works, as well as any type of civil, waterrelated, electrical or infrastructure and similar works, in the public and private sectors, the purchase of construction
materials and supplies and their transport and in general, anything construction-related.
Societat Catalana Per a la Mobilitat, S.A.
Iniciativas Bioenergéticas, S.L.
Logística marítima de Tuxpan S.A.P.I. de C.V.
Indra México
EFI Túneles Necaxa SA de CV
6
Financial information on Group companies at 31 December 2015
(Anexo I)
Interest
1.- Parent
Direct
Indirect
Total
Equity
Total
operating profit/(loss)
Individual
profit/(loss) after tax
441.710
1.920.020
(466.182)
1.- Indra Sistemas
Indra Sistemas
2.- Subsidiaries
Indra Emac, S.A.
100 %
-
100 %
2.726
14.938
1.842
100 %
-
100 %
3.441
11.045
(4.382)
-
100 %
100 %
7.848
2.489
27
80 %
-
80 %
1.536
-
(7)
-
50 %
50 %
7.739
339
4
100 %
-
100 %
38.003
167.155
9.715
100 %
-
100 %
532
369
54
BMB Group
100 %
-
100 %
28.103
155.382
4.545
Consultancy Group
100 %
-
100 %
10.958
50.321
(13.480)
Grupo Prointec, S.A.
100 %
-
100 %
15.289
39.184
(19.896)
Grupo Indra Advanced Technology, S.L.
100 %
-
100 %
53.366
79.032
1.274
83 %
17 %
100 %
3.736
82.887
424
Politec Argentina
100 %
-
100 %
6
-
(12)
Azertia Tecnología de la Información Argentina S.A.
100 %
-
100 %
(911)
2.276
(161)
Computación Ceicom
100 %
-
100 %
1.751
6.269
(468)
Indra SI, S.A.
Indra Company Brasil LTDA
100 %
-
100 %
(31.367)
3.959
(23.906)
Indra Brasil SA
100 %
-
100 %
(5.266)
220.764
(237.740)
100 %
-
100 %
(189)
1.333
(3.803)
100 %
-
100 %
12.474
57.460
1.894
Indra Sistemas Chile S.A.
100 %
-
100 %
13.382
46.931
(2.451)
6
Interest
Equity
Total
operating
profit/(loss)
Individual
profit/(loss) after
tax
Company
Direct
Indirect
Total
Soluziona S.A. Guatemala
100 %
-
100 %
134
-
-
Indra Sistemas México, S.A. de C.V.
100 %
-
100 %
9.804
101.975
(7.343)
Azertia Tecnología de la Información México S.A. de C.V.
100 %
-
100 %
10.549
5.220
(1.261)
Soluziona México S.A. de C.V.
100 %
-
100 %
(2.910)
13.225
988
Indra Panama, S.A.
100 %
-
100 %
2.389
14.150
(2.446)
Indra Company Perú SAC
100 %
-
100 %
579
109
(1.069)
Indra Perú, S.A.
100 %
-
100 %
9.372
32.250
(6.074)
Soluciones y Servicios Indra Company Uruguay S.A.
100 %
-
100 %
1.245
4.453
(52)
Indra Puerto Rico Inc
100 %
-
100 %
139
2.571
138
Indra USA, Inc
100 %
-
100 %
2.387
18.316
(1.757)
100 %
-
100 %
2.198
122
(441)
Indra Italia Spa (Visiant Galyleo Spa)
100 %
-
100 %
12.009
64.899
650
100 %
-
100 %
2.785
3.703
(669)
100 %
-
100 %
102
1.650
(557)
-
100%
100 %
5
-
(1)
Indra Sisteme S.R.L. (Moldavia)
100 %
-
100 %
357
827
168
Indra Polska Sp.z.o.o
100 %
-
100 %
249
532
(800)
100 %
-
100 %
4.371
21.112
(2.723)
Electrica Soluziona S.A. (Romania)
51 %
-
51 %
1.890
2.918
326
51 %
-
-
(962)
11.333
(1.375)
Indra Turkey
100 %
-
100 %
(605)
3.855
(33)
Indra Beijing Information Technology Systems Ltd. (China)
100 %
-
100 %
2.367
3.835
196
70 %
-
70 %
(200)
-
(60)
Indra Slovensko s.r.o.
6
Interest
Company
Equity
Total
operating
profit/(loss)
Individual
tax
Direct
Indirect
Total
Indra Philippines INC
50 %
-
50 %
16.577
35.251
2.931
Indra Technology Solutions Malasya Sdn Bhd.
70 %
-
-
(113)
3.550
(305)
Indra Indonesia
100 %
-
-
(197)
228
(1.515)
100 %
-
100 %
2.753
4.249
(1.550)
100 %
-
-
(11.453)
3.555
(13.892)
Indra Arabia LLC CO
95 %
5%
100 %
18.051
41.958
1.853
INDRA L.L.C (Oman)
100 %
-
100 %
-
-
-
Indra Sistemas Magreb S.A.R.L.
100 %
-
100 %
730
2.506
120
100 %
-
100 %
3.420
5.912
658
70 %
-
70 %
-
-
-
Soluziona Professional services (private) Limited
(Zimbabwe)
62 %
-
62 %
(1.872)
794
(829)
Indra Australia Pty Limited
100 %
-
100 %
3.284
36.487
(3.202)
Indra Technology Solutions Malaysia Co Ltd
100 %
-
100 %
-
-
-
4.- Associates
Saes Capital, S.A.
49 %
49 %
-
-
-
26 %
26 %
-
-
-
Euromids SAS
25 %
25 %
-
-
-
A4 Essor SAS
21 %
21 %
-
-
-
Tower Air traffic
50 %
50 %
-
-
-
Green Border OOD
50 %
50 %
-
-
-
Sociedad Catalana per a la mobilitat
25 %
25 %
-
-
-
I-3 Televisión S.L.
50 %
50 %
-
-
-
33 %
33 %
-
-
-
6
Interest
Company
Direct
Indirect
Total
Equity
Total
operating
profit/(loss)
Individual
tax
21.083
26.890
4.764
BMB Group composition
2.- Subsidiaries
Indra BPO S.L.
OUAKHA Services, Sarl AU (Morocco)
100 %
-
100 %
(293)
-
(17)
Indra BMB Servicios Digitales, S.A.
100 %
-
100 %
50.497
119.572
6.726
Central de Apoyos y Medios Auxiliares, S.A.U. (CAYMASA)
100 %
-
100 %
(1.221)
9.087
(3.039)
80 %
20 %
100 %
41
-
(9)
100 %
-
100 %
581
6.301
(85)
-
-
16.582
37.845
(18.669)
100 %
-
100 %
46
-
(29)
99,99 %
0,01 %
100 %
(5.105)
2.146
(676)
100 %
-
100 %
(614)
7.780
(1.476)
Indra Business Consulting ALG Mexico
100 %
-
100 %
491
4.400
284
-
100 %
100 %
261
(9)
(107)
66 %
34 %
100 %
68
-
929
18.327
39.398
(19.367)
100 %
1.505
1.010
8
100 %
7.632
2.754
(1.241)
100 %
(60)
135
2
IFOS (Argentina)
Indra II BPO Portugal
Consulting Group composition
2.- Subsidiaries
Indra Business Consulting, S.L.
Europraxis ALG Consulting, Ltd. (UK)
Indra Consultoría de Negocios Brasil LTDA
Advanced Logistics Group Andina
Europraxis Alg Maroc
Prointec, S.A. Group composition
2.- Subsidiaries
Prointec, S.A.
Consis Proiect SRL (Romania)
100 %
Ingenieria de Proyectos de Infraestructuras Mexicanas
100 %
100 %
-
-
This appendix forms an integral part of notes 1 and 5 to the consolidated annual accounts, in conjunction with which it should be read..
6
Interest
Company
Prointec Panama
Prointec USA
Equity
Total
operating
profit/(loss)
Individual
tax
Direct
Indirect
Total
99,99 %
-
100 %
31
625
(193)
75 %
-
75 %
(124)
-
-
100 %
-
100 %
834
997
173
47.170
-
(30)
Composition of Indra Advanced Technology S.L. Group
2.- Subsidiaries
Indra Advanced Technology, S.L.
AC-B air Traffic Control & Business Systems GmbH (Alemania)
100 %
-
100 %
1.499
1.717
21
Avitech AG
100 %
-
100 %
2.939
16.563
(2.379)
-
100 %
100 %
-
-
-
100 %
-
100 %
19.842
60.753
3.852
-
66 %
66 %
3.219
5.832
324
Gestión de Recursos Eólicos Riojanos, S.L.
-
16 %
16 %
-
-
-
-
20 %
20 %
-
-
-
50 %
-
50 %
(54)
156
(9)
50 %
-
50 %
(129)
4.203
(40)
10 %
-
10 %
249
644
24
Avitech S.R.O.
Indra Navia AS
Normeka, AS
4.- Associates
Associates
Indra Mexico
This appendix forms an integral part of notes 1 and 5 to the consolidated annual accounts, in conjunction with which it should be read..
6
Financial information on Group companies at 31 December 2014
(Anexo I)
Interest
Company
Direct
Indirect
Total
Equity
Total
operating
profit/(loss)
Individual
tax
928.592
2.080.024
(194.659)
1.- Parent
Indra Sistemas
2.- Subsidiaries
Indra Emac, S.A.
100 %
-
100 %
2.687
14.208
1.765
100 %
-
100 %
7.778
13.419
1.072
-
100 %
100 %
8.917
3.348
1.095
80 %
-
80 %
1.542
-
(6)
-
50 %
50 %
7.736
594
70
100 %
-
100 %
39.584
166.800
11.368
100 %
-
100 %
581
496
102
BPO Group
100 %
-
100 %
23.053
143.439
3.770
Consultancy Group
100 %
-
100 %
21.925
44.623
(8.946)
Advanced Printing and Finishing Services Group
100 %
-
100 %
55.470
75.684
5.364
Prointec, S.A. Group
100 %
-
100 %
25.718
50.578
(5.954)
Indra SI, S.A.
83 %
17 %
100 %
4.465
54.936
1.574
Politec Argentina
95 %
5%
100 %
88
-
52
Azertia Tecnología de la Información Argentina S.A.
100 %
0%
100 %
(3.989)
3.376
(2.610)
Computación Ceicom
100 %
-
100 %
3.042
6.496
96
Indra Company Brasil, Ltda.
100 %
100 %
(11.822)
20.786
5.960
Indra Brasil SA
92 %
8%
100 %
117.885
266.997
(52.994)
Search Informática Ltda.
51 %
-
51 %
301
4.164
(701)
Ultracom-Consultoría em Tecnología da InformaÇao Ltda.
100 %
-
100 %
(322)
2.013
(200)
100 %
-
100 %
(47)
2.743
(1.029)
100 %
-
100 %
10.624
46.660
359
6
Interest
Equity
Total
operating
income/(loss)
Individual
tax
Company
Direct
Indirect
Total
Indra Sistemas Chile S.A.
100 %
-
100 %
1.774
41.080
(3.424)
-
100 %
100 %
1.361
-
77
Soluziona S.A. Guatemala
100 %
-
100 %
121
-
(2)
Indra Sistemas México, S.A. de C.V.
100 %
-
100 %
18.063
119.338
1.736
Azertia Tecnología de la Información México S.A. de C.V.
100 %
-
100 %
12.483
16.198
116
Soluziona México S.A. de C.V.
100 %
-
100 %
(4.127)
14.812
556
Indra Panama, S.A.
100 %
-
100 %
2.775
14.547
(919)
Indra Company Perú SAC
100 %
-
100 %
1.700
3.377
(135)
Indra Perú, S.A.
100 %
-
100 %
15.824
38.734
1.208
Soluciones y Servicios Indra Company Uruguay S.A.
100 %
-
100 %
1.427
4.238
115
Indra USA, Inc
100 %
-
100 %
4.932
15.861
593
Indra Systems, Inc
100 %
-
100 %
(1.104)
1.855
(1.784)
100 %
-
100 %
2.386
194
(216)
Azertia Tecnología de la Información Venezuela S.A.
100 %
-
100 %
50
229
50
Azertia Gestión de Centros Venezuela, S.A.
100 %
-
100 %
(340)
5
(53)
Soluziona SP, C.A. Venezuela
100 %
-
100 %
2.433
5.557
119
Indra Italia Spa
100 %
-
100 %
11.359
64.121
(167)
100 %
-
100 %
4.352
6.272
409
Soluziona C&S Holding S.A.
100 %
-
100 %
661
1.950
1
Indra France Sas
100 %
-
100 %
(647)
62
(521)
Indra Hungary K.F.T.
100 %
-
100 %
(240)
-
(106)
Indra Sisteme S.R.L. (Moldavia)
100 %
-
100 %
429
894
217
Indra Polska Sp.z.o.o
100 %
-
100 %
73
224
(583)
100 %
-
100 %
7.094
23.987
475
6
Interest
Company
Equity
Total
operating
income/(loss)
Individual
tax
Direct
Indirect
Total
Electrica Soluziona S.A. (Romania)
51 %
-
51 %
2.142
2.695
543
51 %
-
51 %
710
7.057
(212)
Indra Turkey
100 %
-
100 %
724
4.084
(342)
Indra Beijing Information Technology Systems Ltd. (China)
100 %
-
100 %
2.008
3.557
303
70 %
-
70 %
(127)
-
(52)
Indra Philippines INC
50 %
-
50 %
12.681
31.516
2.281
Indra Technology Solutions Malaysia Sdn Bhd.
70 %
-
70 %
226
2.378
(588)
100 %
-
100 %
(1.513)
132
(1.035)
Indra Indonesia
100 %
-
100 %
4.153
815
(1.721)
100 %
-
100 %
2.363
14.177
(1.916)
95 %
5%
100 %
13.265
100.334
13.155
Indra Sistemas Magreb S.A.R.L.
100 %
-
100 %
597
1.749
102
100 %
-
100 %
2.931
4.033
323
Soluziona Professional services (private) Limited
(Zimbabwe)
70 %
-
70 %
-
-
-
62 %
-
62 %
(1.226)
37
(1018)
100 %
-
100 %
6.071
31.228
496
I-3 Televisión S.L.
50 %
-
50 %
-
-
-
33 %
-
33 %
-
-
-
IESSA (Brazil)
50 %
-
50 %
-
-
-
Indra Arabia LLC CO
Indra Australia Pty Limited
3.- Joint ventures
6
Interest
Company
Equity
Total
operating
income/(loss)
Individual
tax
Direct
Indirect
Total
Saes Capital, S.A.
49 %
-
49 %
-
-
-
26 %
-
26 %
-
-
-
Euromids SAS
25 %
-
25 %
-
-
-
A4 Essor SAS
21 %
-
21 %
-
-
-
Tower Air traffic, S.L.
50 %
-
50 %
-
-
-
Indra Sistemas de Tesorería, S.A.
33 %
-
33 %
-
-
-
Green Border OOD
50 %
-
50 %
-
-
-
Sociedad Catalana per a la mobilitat, S.A.
25 %
-
25 %
-
-
-
50 %
-
50 %
-
-
-
50 %
-
50 %
-
-
-
10 %
-
10 %
-
-
-
16.318
24.865
3.654
4.- Associates
Indra Mexico
BPO Group composition
2.- Subsidiaries
Indra BPO, S.L.
OUAKHA Services, Sarl AU (Morocco)
100 %
-
100 %
(271)
-
(9)
Indra BPO Servicios , S.L.
100 %
-
100 %
48.883
113.954
6.352
Central de Apoyos y Medios Auxiliares, S.A.U. (CAYMASA)
100 %
-
100 %
1.819
10.208
(1.887)
80 %
20 %
100 %
(359)
12
(128)
100 %
-
100 %
(384)
4.771
(636)
40 %
-
40 %
-
-
-
IFOS (Argentina)
Indra II BPO Portugal
4.- Associates
Trias Beltran, S.L.
6
Interest
Company
Total
Equity
Total
operating
profit/(loss)
Individual
profit/loss after
tax
35.512
35.875
(5.958)
Direct
Indirect
-
-
100 %
-
100 %
75
(46)
(70)
99,99 %
0,01 %
100 %
(5.981)
2.026
(1.640)
100 %
-
100 %
(2.696)
9.016
(2.856)
99,99 %
0,01 %
100 %
216
3.155
(247)
-
100 %
100 %
384
200
(142)
-
90 %
90 %
313
-
37
67 %
33 %
100 %
(838)
49
(430)
47.200
-
-
Consultancy Group composition
2.- Subsidiaries
Indra Business Consulting
Europraxis ALG Consulting, Ltd. (UK)
Europraxis ALG Consulting, Ltda. (Brazil)
Indra Business Consulting ALG Mexico
Advanced Logistics Group Andina
Advanced Logistics Group Venezuela
Europraxis Alg Maroc
2.- Subsidiaries
AC-B air Traffic Control & Business Systems GmbH
(Alemania)
100 %
-
100 %
1.479
1.732
211
Avitech AG
100 %
-
100 %
5.321
15.646
1.029
Indra Navia AS
100 %
-
100 %
19.323
57.113
4.256
6
Interest
Company
Direct
Indirect
Total
Equity
Total
operating
profit/(loss)
Individual
profit/loss after
tax
27.948
50.855
(6.567)
Prointec Group composition
2.- Subsidiaries
Prointec, S.A. Group
Consis Proiect SRL (Romania)
100 %
-
100 %
1.517
902
(155)
98 %
2%
100 %
5.340
24.360
698
100 %
-
100 %
(63)
470
(135)
100 %
-
100 %
303
304
82
75,00 %
-
75 %
(108)
-
(38)
Ingenieria de Proyectos de Infraestructuras Mexicanas
Prointec Panama
51 %
-
51 %
5
-
656
Prointec USA
Unmanned Aircraft Technologies, S.A.
100 %
-
100 %
575
1.012
185
Prointec India
100 %
-
100 %
-
-
-
33 %
-
33 %
-
-
-
Gestión de Recursos Eólicos Riojanos, S.L.
-
16 %
16 %
-
-
-
-
20 %
20 %
-
-
-
4.- Associates
Idetegolf, S.A.
6
Details of activities jointly operated with third parties at 31 December 2015.
(Appendix II)
Company
Direct interest
Company
Of Indra SI
Indra SI SA-Retesar SA UTE
80,00%
Indra SI SA-DCM Solution SA UTE
90,00%
Deloitte & Co.SRL-Indra SI SA UTE
46,38%
Metronec-Siemens-Indra UTE
33,33%
Of Indra Peru
Direct interest
Company
INDRA SISTEMAS, S.A. - CONSORCIO
REGIONAL DE TRANSPORTE
95%
INDRA SISTEMAS, S.A. - ELEKTRA,
S.A., U.T.E.
51%
INDRA SISTEMAS, S.A. - INDRA SIST.
DE SEGURIDAD, U.T.E.
50%
INDRA SISTEMAS, SA-AYESA
ADVANCED TECHNOLOGIES, SA,
U.T.E
65%
49,00%
INDRA SISTEMAS, SA-INDRA
SISTEMAS DE SEGURIDAD, SA, U.T.E.
CONSORCIO INGORMATICA EL
CORTE INGLES
50,00%
PEREZ MORENO S.AU. COMSA S.A.
INDRA SISTEMAS S.A.
20%
CONSORCIO GMD
50,00%
PRICEWATERHOUSECOOPERS
ASESORES DE NEGOCIOS, S.L. INDRA
39%
CONSORCIO PROCOM
50%
CONSORCIO NSC
90,00%
CONSORCIO MINCETUR
98,00%
40%
CONSORCIO FABRICA DE
SOFTWARE
SELEX ES S.P.A. - INDRA SISTEMAS,
S.A.CLOSEYE L.1, U.T.E
50,00%
CONSORCIO REAPRO
85,00%
SISTEMAS Y MONTAJES
INDUSTRIALES, S.A.-INDRA
SISTEMAS, S.A., U.T.E.
40%
CONSORCIO SOLUCIONES
DIGITALES
25,00%
UTE AEAT 10/2011
27%
CONSORCIOO INDRA PETROLEO
95,00%
UTE COPSA - INDRA
50%
CONSORCIO PROCOM AGUA
49,00%
CONSORCIO MINEDU
95,00%
CONSORCIO GESTION
INFORMACION
44,00%
EBB PUBLICACIONES TECNICAS
EXP.20046300
45%
ETRALUX SA SICE INDRA (UTE
PUCELA)
20%
FCC INDUSTRIAL E
INFRAESTRUCTURAS
ENERGÉTICAS, SAU-
30%
UTE ACCESOS CGT MADRID
50%
UTE ACCESOS CGT MADRID II
50%
UTE ACCESOS LEVANTE
50%
UTE ACCESOS NOROESTE
30%
UTE ADIS
12%
UTE AEAT 03/07
27%
UTE AEAT 42/10
35%
UTE AEAT 68/06
35%
UTE AIMEN
40%
UTE ALTA CAPACIDAD
20%
UTE ALTA CAPACIDAD G.C.
60%
UTE ALTIA - ILUS-INDRA-R. CABLE
25%
UTE AMTEGA 110/2015 L1
71%
UTE ARTXANDA - ETORKISUNA -
30%
UTE AV 2/2015
60%
UTE AV 20/2014
35%
50%
UTE VCR 8X8
38%
UTE AVIONICA
UTE 2 INDRA - UNITRONICS
50%
UTE AVIONICA DE HELICOPTEROS
50%
85%
UTE BILBOMATICA, S.A. - INDRA
SISTEMAS, S.A.
45%
UTE 3 INDRA - UNITRONICS -"DEIF
2"
85%
UTE CC MOVIMA
80%
4%
UTE CEIDECOM
60%
UTE ABI EXTREMADURA CORREDOR OESTE
15%
UTE CETRADA
33%
UTE AC-14 ACCESOS A CORUÑA
90%
UTE CGSI ASTURIAS LOTE 3
70%
UTE ACCENTURE - INDRA
35%
60%
UTE ACCENTURE, SL-CORITELACCENTURE O.S., SAU-INDRA
25%
UTE CIC-TF
50%
UTE CONTROL ACCESOS DONOSTIA
50%
UTE ABI CORREDOR NORTE
Of Spanish Group companies
Direct interest
6
Company
Direct interest
Company
UTE CONTROL MOGAN
33%
UTE CONTROL POLOPOS
50%
UTE DGT NOROESTE 2014
UTE DI CUENCA
65%
50%
UTE EBB-PUBLICACIONES
TECNICAS 086300
20%
UTE EBB-PUBLICACIONES
TECNICAS-GEL
50%
UTE ELECTRONIC TRAFIC - INDRA
SISTEMAS
50%
UTE EMTE-INDRA
50%
UTE ENTELGY-INDRA
14%
UTE ETRA - INDRA
50%
UTE ETRALUX - INDRA
40%
UTE GALILEO - INDRA
21%
UTE GISS 11
35%
Direct interest
Company
UTE IECISA-INDRA-ZENSANIAEMTE
38%
UTE IMD INDRA.TELEF
70%
UTE IMPLAMTBAT
50%
UTE INDICADORES AMBIENTALES
DELTA DEL EBRO
33%
UTE INDRA - AGFA
61%
UTE INDRA - ALBATROS
60%
UTE INDRA - ALFATEC
70%
UTE INDRA - ALTIA (IMSERSO)
59%
UTE INDRA - ALVENTO
Direct interest
UTE INDRA - SALLEN
70%
UTE INDRA - TECNOCOM
50%
UTE INDRA - TES
50%
UTE INDRA - TRADIA TELECOM
50%
UTE INDRA AM 26/2011
50%
UTE INDRA SISTEMAS, S.A. UNISYS, S.L.U.
70%
UTE INDRA SISTEMAS, S.A. EUROCOPTER ESPAÑA, SA
63%
50%
UTE INDRA SISTEMAS, S.A. - SIA,
S.p.A.
50%
UTE INDRA - AMBAR
85%
UTE INDRA SISTEMAS, S.A. TELVENT TRAF.Y TRANS.
50%
UTE INDRA - ARTE
80%
90%
UTE INDRA - AVANZIT
50%
UTE INDRA SISTEMAS, SA-AVANTIC
ESTUDIO DE INGENIEROS, SL, UTE
UTE INDRA - CESSER
80%
UTE INDRA -TELEFÓNICA HDA
78%
UTE INDRA-ACISA
50%
UTE INDRA - E y M INSTALACIONES
50%
UTE INDRA-ALTIA (AMTEGA)
50%
UTE INDRA - ETRA
51%
UTE INDRA-ALTIA (XUNTA DE
GALICIA)
50%
UTE INDRA-ALTIA-R. CABLE
33%
UTE INDRA-ARANZADI
50%
UTE INDRA-BMB
51%
UTE INDRA-COMPAÑÍA VASCA DE
INGENIERIA
60%
UTE INDRA-CONNECTIS
74%
UTE INDRA-EADS CASA
50%
UTE INDRA-ETRA
55%
UTE INDRA-FIBRAL
70%
UTE INDRA-IECISA (ALFIL)
42%
UTE INDRA-IECISA M-14-059
75%
UTE GISS 7
30%
UTE GISS 7201/10 LOTE 6
34%
36%
UTE INDRA - EVERIS - ISOFT TELVENT INTERACT.
34%
49%
UTE INDRA - HP
65%
UTE GISS 7201/14G L.2
39%
UTE INDRA - ITALTEL
50%
UTE GISS 7201/14G LOTE 1
57%
UTE INDRA - ITP (1)
50%
UTE IBERMATICA-INDRABILBOMATICA
22%
UTE INDRA - ITP (2)
50%
UTE IECISA - INDRA
42%
UTE INDRA - LKS
65%
UTE IECISA - INDRA (ALFIL III)
42%
UTE INDRA - NETINEX
50%
UTE IECISA - INDRA (COMUNYCATE)
45%
UTE INDRA - OTIPE
50%
UTE IECISA - INDRA (SEFCAN)
33%
UTE INDRA - OTIS
50%
UTE IECISA-INDRA SUM. SOP. M.
INTERIOR
50%
UTE INDRA - SAINCO
64%
6
Company
Direct interest
Company
UTE INDRA-INICIATIVAS
AMBIENTALES
50%
UTE INDRA-KONECTA
87%
UTE INDRA-MNEMO
35%
UTE INDRA-MNEMO-SOPRA
66%
UTE INDRA-OESIA
87%
UTE INDRA-PUENTES Y CALZADAS
INFRAESTRUCTURAS
80%
UTE INDRA-PWC (ADIF)
60%
UTE INDRA-SADIEL 043/2012
80%
UTE INDRA-SOLUCIONS-TECN.
D'AVANTGUARDA
UTE INDRA-TECDOA
UTE INDRA-TELEFONICA
Direct interest
Company
UTE ITS MADRID 15
60%
UTE SAIH C.H.J.
25%
UTE JAÉN
52%
UTE SAIH SUR
35%
UTE JOCS DEL MEDITERRANI
25%
UTE SAN MAMES FASE II
27%
UTE LINEA 9 MANTENIMIENTO
TRAMO IV
64%
UTE SEGURIDAD PEAJES
50%
UTE LINEA 9 TRAMO I Y II
64%
UTE SIEMENS - INDRA
20%
UTE MANTENIMIENTO DNIe
50%
UTE SISTEMAS METRO MALAGA
50%
UTE SIVE II INDRA-AMPER
50%
UTE SIVE INDRA - AMPER
50%
UTE SOFTWARE AG - INDRA (INSS)
25%
UTE SOPORTE LOTE 2
50%
UTE SPEE 2/10
30%
UTE TECNOBIT, S.L.U. - INDRA
SISTEMAS, S.A.
42%
UTE TELEBILLETICA
50%
UTE TELECO
70%
UTE MANTENIMIENTO LEVANTE
50%
UTE MANTENIMIENTO RENFE
LOTE 1
50%
60%
UTE MANTENIMIENTO RENFE
LOTE 2
50%
50%
UTE MANTENIMIENTO RONDES
2012
30%
50%
50%
Direct interest
UTE INDRA-TELEFONICA S.I.C.
50%
UTE MANTENIMIENTO SEMAFORICO
TORREJON DE ARDOZ
UTE INDRA-TELVENT
60%
UTE MONTEFUERTE
25%
UTE INDRA-UNISYS
60%
UTE ORION
50%
UTE INDTEC 137/09
50%
UTE OSAKIDETZA
34%
UTE TELEFÓNICA SOL.DE INF. Y
COM. DE ESPAÑA, SAU -
50%
UTE INSS - 392/CP-40/05
15%
UTE OSAKIDETZA AM
34%
UTE TELVENT - INDRA - ATOS
33%
UTE TES - INDRA
50%
UTE TGSS 7201/13G
49%
UTE TRANSITIA - PABISA - INDRA
23%
UTE TSOL-INDRA IV SITEL
35%
UTE TUNELES ANTEQUERA
34%
UTE TUNELES DE GUADARRAMA
34%
UTE TUNELES DE PAJARES
35%
UTE INSS 60/VC-28/10
UTE INSTALACIONES MADRID ESTE
15%
8%
UTE INSTALACIONES SEGUNDO
CINTURON
25%
UTE INSTALACIONES TUNELES
MUROS-DUEÑAS
50%
UTE INSTALACIONES VSM/VSM
INSTALAZIOAK
25%
UTE IRST F-110
50%
UTE ISM LOTE 1
60%
UTE ISM LOTE 2
40%
UTE ITGIPUZKOA
80%
UTE OVYCYL INDRA GRUPO NORTE
II
66%
UTE PEREZ MORENO SAU - COMSA
SA - INDRA SISTEMAS
10%
UTE PIV2011 (PROINTEC-GMV
SISTEMAS-EORIAN SYSTEMSETRALUX
51%
UTE PROTEC 110
66%
UTE PWC - INDRA (EOI)
70%
UTE RED DE TRANSPORTE
50%
UTE ZAINDU HIRU
13%
UTE RENFE BARIK
60%
UTE ZONA NORTE
10%
UTE S.A.I. DEL SEGURA
40%
6
Company
Direct interest
Company
UTE PROINTEC-TALHER-GEOCISADRAGADOS
7%
PROINTEC-GPY ARQUITECTOS,
S.L.U.-CIVILPORT INGENIEROS,
S.L.P.-ENRIQUE AMIGÓ, S.L.
(INTERCAMBIADOR CANDELARIA)
15,00%
UTE AUDITORIA SEGURIDAD VIARIA
AUTOVIA A-22
25,00%
Direct interest
Company
UTE PROINTEC-AQUAGEST-GRS
(CENSO TRIBUTARIO BURGOS
40,00%
UTE TRN-MECSA
50,00%
UTE INCOSA-PROINTEC III
(AUDITORIO DE BURGOS)
50,00%
PROINTEC-INIMA Mº AMBTE
S.EUROPEOS (LINDE NORTE)
50,00%
UTE INDRA B.M.B-PROINTEC
50,00%
UTE EIPSA-PROINTECEUSKONTROL (UTE VIADUCTO)
50,00%
PROINTEC-INYSUR (BAJA CENSAL)
50,00%
PROINTEC-ESTUDIO 7 VARIANTE
BAÑADEROS
50,00%
EPTISA SERVICIOS DE INGENIERIA,
S.L. - PROINTEC, S.A., UTE
50,00%
UTE PROINTEC-G.O.C.
50,00%
33,00%
PyG ESTRUCTURAS AMBIENTALES,
S.L. – PROINTEC, S.A. (U.T.E. LODOS)
50,00%
UTE ESMOVILIDAD AYESAPROINTEC
33,33%
UTE PROINTEC-ESTUDIO 7
CALDERETA
UTE INOCSA-PROSER-PROINTEC
33,34%
UTE CEMOSA-TYPSA-PROINTEC
34,00%
UTE PROINTEC-TYPSA-CEMOSA
ALICANTE
34,00%
TRN-GETINSA-PROINTEC (UTE
AUDITORÍA FP 11)
34,00%
UTE CPS-PROINTEC-EUROCONSULT
(UTE AUDITORIA A-66
34,00%
UTE ESMOVILIDAD-INTEFPROINTEC-LCA
25,00%
UTE METRO QUITO (AYESAPROINTEC-CAMINOSGA)
30,00%
UTE AUDING-CENSA-INTECSA
INARSA-PROINTEC (UTE PORT
BARCELONA)
33,00%
PROINTEC, S.A.-INTEMAC, S.A.PAYMA COTAS, S.A.U., UTE (UTE
AEROPUERTO VALENCIA)
33,30%
33,00%
ALATEC-PROINTEC-TCA. Y CCION.
DE CATALUÑA
35,00%
GEOPRIN-ICYFSA
37,00%
GUIADOR
40,00%
UTE ZORTNOZA (EUSKONTROPROINTEC-INGEPLAN
40,00%
UTE METRO DONOSTI (ACCIONAPROINTEC-ASMATU)
40,00%
Direct interest
UTE PROINTEC-VIGUECONS
ESTEVEZ
50,00%
GEOPRIN-EUROCONSULT
ANDALUCIA-EUROCONSULT SA
50,00%
GEOPRIN-ICYF, S.A.
50,00%
PROINTEC-MECSA (UTE ZAL
ALMERIA)
50,00%
MECSA-OVE ARUP
50,00%
MECSA-SAN ANDRES
50,00%
MECSA-ESTUDIOS Y PROYECTOS
NIP (NIPSA)
50,00%
UTE III PLAN CARRETERAS CLM
50,00%
UTE CIPSA CONSULPAL SA PROINTEC SA
50,00%
TRIBUGEST-PROINTEC III
50,00%
UTE PROINTEC-MEDIO AMBIENTE Y
PATRIMONIO SL (MAP)
50,00%
50,00%
UTE PROINTEC-EYSER
50,00%
UTE PAYMA COTAS S.A.U-PRO
50,00%
UTE PROINTEC-PRORAIL
50,00%
ALMERIA)
50,00%
50,00%
INSERCO-PROINTEC, UTE EDAR
GUADALHORCE
PROINTEC-AGROVIAL
CONSULTORES (BALSACALDERETA)
50,00%
UTE PROINTEC-BPG
50,00%
PROINTEC-PROINTEC
EXTREMADURA II
50,00%
UTE GRUPO 5-PROINTEC
50,00%
AGUA Y ESTRUCTURAS, S.A. PROINTEC (UTE AYEPRO)
50,00%
UTE PROINTEC-EUROESTUDIOS
50,00%
PROINTEC - PROINTEC
EXTREMADURA, S.L. III
50,00%
50,00%
UTE PROINTEC-INTEMAC (AEROP.
MURCIA)
UTE PROINTEC-BLOM
50,00%
UTE ARQUING-PROINTEC 577
50,00%
50,00%
PROINTEC-INFRAESTRUCTURA Y
ECOLOGIA, S.L.
50,00%
UTE PROINTEC-GROMA INGENIERIA
UTE GOC-PROINTEC
50,00%
PROINTEC-AUDITORIAS E
INGENIERIAS.A. (MONTAJE VIA)
50,00%
UTE AGENCIA EFE (INCOSAPROINTEC)
50,00%
PROINTEC-BB&J CONSULT S.A. (UTE
MOVILIDAD BARCELONA)
50,00%
UTE INOCSA-PROINTEC (TUNEL O
CAÑIZO)
50,00%
UTE PROINTEC-GIUR LP-2
50,00%
6
Company
Direct interest
Company
UTE ABASTECIMIENTO ORENSE
(PROINTEC-INSERCO)
50,00%
UTE PUEBLA DE OBANDO
(PROINTEC-PROINTEC
EXTREMADURA)
Direct interest
Company
PROINTEC-MECSA&ARENAS
ASOCIADOS (UTE RED ARTERIAL
CARTAGENA
70,00%
50,00%
PROINTEC-ALAUDA
70,00%
50,00%
70,00%
UTE PROINTEC-BPG UTE PTL2016
50,00%
PROINTEC - INGENIA SERVICIOS
GLOBALES DE INGENIERIA, S.L. (UTE
TRAMO 7 PLAYA DEL INGLES)
PROINTEC-INGEPLAN (LINEA 3)
72,50%
PROINTEC-INGEPLAN (BERGARA)
72,50%
UTE PROINTEC-HIDROVIAL
INGENIEROS
75,00%
UTE MECSA-ACORDE (UTE PLAN
FORMACION)
75,00%
UTE PROINTEC-AIRIA AEROPUERTO
DE BARCELONA 2012
50,00%
UTE PROINTEC-PROINTEC
EXTREMADURA SEGURIDAD VIAL
2013-2014
50,00%
UTE PROINTEC-NOLTER INGENIERIA
(ABASTECIMIENTO LA RIOJA)
50,00%
UTE INDRA BPO - T. SOLUCIONES
50,00%
PROINTEC-CIVILPORT-ENRIQUE
AMIGO (UTE TRAMO 2 TREN DEL
SUR)
80,00%
UTE INGENIERIA CIVIL
INTERNACIONAL S.A.- PROINTEC
S.A. (UTE ALMUDEVAR)
50,00%
PROINTEC - AIRTHINK, S.L. - UTE
PLANES DIRECTORES
80,00%
(PROINTEC-PROINTEC
EXTREMADURA)
TUNELES ANTEQUERA
16,34%
50,00%
TUNELES GUADARRAMA
16,34%
TUNELES PAJARES
16,34%
UTE CCTV METRO
50,00%
UTE E3 SOLINTEG SL Y PROINTEC
S.A. (UTE PROTOCOL PROJECTES)
AMINSA-PROINTEC (UTE TRANVIA
A LA MAR)
50,00%
UTE PROINTEC-ACCIONA-ASMATU
(UTE ZIZURKIL)
50,00%
UTE DI BADAJOZ
50,00%
UTE PROINTEC-EUSKONTROL II
(UTE MANUALES)
60,00%
UTE DI CUENCA
50,00%
UTE PROINTEC-PYG MARJAL SUR
60,00%
UTE INDRA - ALSTOM
55,00%
UTE PROINTEC-UG 21 (ALJARAFE II)
60,00%
UTE INDRA SISTEMAS DE SEG.MONT.ELECTRISUR
80,00%
PROINTEC-UG 21 (TOCON-ILLORA)
60,00%
UTE INDRA SISTEMAS-ALSTOMINDRA SIST.SEGURIDAD
55,00%
UTE PROINTEC-UG 21 (COINALHAURIN)
60,00%
UTE PROSELEC-INDRA SISTEMS DE
SEGURIDAD
50,00%
UTE PROINTEC-E3 SOLINTEG (UTE
COMITÉ D'OBRES)
60,00%
UTE SEGURIDAD PEAJES
50,00%
MECSA-ESTUDIO TORRE ELORDUY
70,00%
UTE AV 2/2015
40,00%
UTE LANBIDE
Direct interest
69,42%
1,00%
UTE INDRA PROUR
50,00%
AIE CRISTAL HIPOTECARIO 2009
20,00%
AIE FORMALIZACIÓN ALCALA 265
20,00%
AIE ENRIQUE JARDIEL PONCELA 6
25,00%
UTE ALG - FULCRUM
50,00%
UTE ALG - M & A
70,00%
UTE ALG-CINESI
50,00%
CONSORCIO ALG-ANDINA
90,00%
UTE CAYMASA-MAILING
50,00%
UTE SADIEL-CAYMASA
50,00%
UTE AYESA-CAYMASA II
50,00%
6
Details of activities jointly operated with third parties at 31 December 2014.
(Anexo II)
Company
Direct interest
Company
Of Indra SI
Direct interest
Company
Direct interest
Indra SI SA-Retesar SA UTE
80,00%
Indra SI SA-DCM Solution SA UTE
90,00%
PROINTEC-GPY ARQUITECTOS,
S.L.U.-CIVILPORT INGENIEROS,
S.L.P.-ENRIQUE AMIGÓ, S.L.
(INTERCAMBIADOR CANDELARIA)
Deloitte & Co.SRL-Indra SI SA UTE
46,38%
UTE INDRA - ALSTOM
18,00%
UTE METRO QUITO (AYESAPROINTEC-CAMINOSGA)
33,33%
UTE INDRA SISTEMAS - ALSTOM INDRA SISTEMAS DE SEGURIDAD
18,50%
UTE TELVENT - INDRA - ATOS
33,00%
PEREZ MORENO S.AU. COMSA S.A.
INDRA SISTEMAS S.A.
20,00%
33,00%
UTE ALTA CAPACIDAD
20,00%
UTE AUDING-CENSA-INTECSA
INARSA-PROINTEC (UTE PORT
BARCELONA)
33,00%
UTE SIEMENS - INDRA
20,00%
AIE FORMALIZACIÓN ALCALA 265
20,00%
PROINTEC, S.A.-INTEMAC, S.A.PAYMA COTAS, S.A.U., UTE (UTE
AEROPUERTO VALENCIA)
33,30%
AIE CRISTAL HIPOTECARIO 2009
20,00%
UTE TRANSITIA - PABISA - INDRA
22,50%
UTE INDICADORES AMBIENTALES
DELTA DEL EBRO
33,33%
UTE ESMOVILIDAD AYESAPROINTEC
33,33%
UTE CONTROL MOGAN
33,34%
UTE INOCSA-PROSER-PROINTEC
33,34%
34,00%
UTE OSAKIDETZA AM
34,00%
UTE INDRA - EVERIS - ISOFT TELVENT INTERACT.
34,00%
UTE PROINTEC-INTEVIA-GETNISA
34,00%
Metronec-Siemens-Indra UTE
Of Indra Peru
CONSORCIO PROCOM
CONSORCIO CEI
49,00%
50,00%
15,00%
UTE MANTENIMIENTO RONDES
2012
30,00%
UTE ARTXANDA - ETORKISUNA -
30,00%
30,00%
CONSORCIO GMD
50,00%
CONSORCIO PETROLEOS
95,00%
CONSORCIO NSC
90,00%
CONSORCIO MINCETUR
98,00%
UTE ACCENTURE, SL-CORITELACCENTURE O.S., SAU-INDRA
25,00%
CONSORCIO FABRICA
50,00%
UTE ALTIA - ILUS-INDRA-R. CABLE
25,00%
CONSORCIO REAPRO
85,00%
UTE INSTALACIONES SEGUNDO
CINTURON
25,00%
UTE SAIH C.H.J.
25,00%
UTE INSTALACIONES VSM/VSM
INSTALAZIOAK
25,00%
AIE ENRIQUE JARDIEL PONCELA, 6
25,00%
UTE AUDITORIA SEGURIDAD VIARIA
AUTOVIA A-22
25,00%
UTE PROINTEC-TYPSA-CEMOSA
ALICANTE
34,00%
UTE PROINTEC-AEPOEUROESTUDIOS-INSERCO
25,00%
34,00%
UTE AEAT 03/07
26,54%
UTE SAIH SUR
35,00%
UTE SAN MAMES FASE II
26,66%
UTE GISS 11
35,00%
UTE GISS 7201/10 G LOTE 10
28,00%
UTE ACCENTURE - INDRA
35,00%
UTE GISS 7
30,00%
UTE INDRA-MNEMO
35,00%
UTE SPEE 2/10
30,00%
UTE MANTENIMIENTO SAI-SEGURA
35,00%
Of Spanish Group companies
UTE ABI CORREDOR NORTE
4,00%
UTE PROINTEC-TALHER-GEOCISADRAGADOS
7,00%
UTE INSTALACIONES MADRID ESTE
7,50%
UTE ZONA NORTE
10,00%
UTE PEREZ MORENO SAU - COMSA
SA - INDRA SISTEMAS
10,00%
UTE ADIS
12,00%
UTE ADIS
12,00%
UTE INDRA SISTEMAS-INDRA
SISTEMAS DE SEGURIDAD
15,00%
6
Company
Direct interest
Company
ALATEC-PROINTEC-TCA. Y CCION.
DE CATALUÑA
35,00%
UTE AEAT 68/06
Direct interest
Company
UTE INDRA-ACCENTURE-GESEIN
45,00%
35,18%
UTE BILBOMATICA, S.A. - INDRA
SISTEMAS, S.A.
45,00%
UTE AEAT 42/10
35,18%
UTE JOCS DEL MEDITERRANI
49,00%
35,50%
49,00%
UTE INDRA SISTEMAS - ALSTOM INDRA SISTEMAS DE SEGURIDAD
37,00%
UTE TGSS 7201/13G
49,00%
UTE INDRA - ALSTOM
37,00%
AP7 AUMAR NORTE
49,00%
GEOPRIN-ICYFSA
37,00%
UTE CIC-TF
50,00%
UTE IECISA-INDRA-ZENSANIAEMTE
50,00%
37,50%
50,00%
UTE TUNELES DE PAJARES
39,00%
50,00%
UTE AIMEN
40,00%
"UTE PROSELEC - INDRA SISTEMAS
DE SEGURIDAD
UTE INDRA - ITALTEL
50,00%
UTE ISM LOTE 2
40,00%
UTE CONTROL ACCESOS DONOSTIA
50,00%
UTE TELEFÓNICA - INDRA FUCODA
40,00%
UTE COPSA - INDRA
50,00%
UTE S.A.I. DEL SEGURA
40,00%
UTE 2 INDRA - UNITRONICS 1
50,00%
UTE VALLADOLID
40,00%
UTE INDRA SISTEMAS, S.A. TELVENT TRAF.Y TRANS.
50,00%
UTE SELEX ES -INDRA SISTEMAS
40,00%
50,00%
UTE DBS - INDRA - IASOFT
40,00%
"DGSC1"
UTE ZORTNOZA (EUSKONTROPROINTEC-INGEPLAN
UTE ORION
40,00%
UTE AVIONICA
UTE PROINTEC-AQUAGEST-GRS
(CENSO TRIBUTARIO BURGOS
40,00%
UTE METRO DONOSTI (ACCIONAPROINTEC-ASMATU)
40,00%
GUIADOR
40,00%
UTE FOA-MECSA GIJON
Direct interest
UTE SISTEMAS METRO MALAGA
50,00%
UTE MANTENIMIENTO DNIe
50,00%
UTE IMPLAMTBAT
50,00%
UTE SOPORTE LOTE 2
50,00%
UTE ALG - CINESI (Plans Mobilitat)
50,00%
UTE EMTE-INDRA
50,00%
UTE INSTALACIONES TUNELES
MUROS-DUEÑAS
50,00%
UTE INDRA-INICIATIVAS
AMBIENTALES
50,00%
UTE MASTIN
50,00%
UTE AVIONICA DE HELICOPTEROS
50,00%
UTE INDRA SISTEMAS, S.A. - SIA,
S.p.A.
50,00%
UTE INDRA-TELEFONICA
50,00%
UTE INDRA-TECDOA
50,00%
UTE INDRA-ALTIA
50,00%
UTE SIVE INDRA - AMPER
50,00%
UTE INDRA-TELEFONICA S.I.C.
50,00%
50,00%
UTE ACCESOS LEVANTE
50,00%
50,00%
UTE INDRA-EADS CASA
50,00%
UTE INDRA - AVANZIT
50,00%
UTE INDRA-ALTIA
50,00%
UTE INIB EJE
50,00%
UTE INDRARANZADI
50,00%
UTE INDRA - AVANZIT
50,00%
UTE SIVE II INDRA-AMPER
50,00%
UTE INDRA - NETINEX
50,00%
UTE ABC MALAGA
50,00%
40,00%
UTE INDTEC 137/09
50,00%
UTE CONTROL POLOPOS
50,00%
UTE IECISA - INDRA
42,00%
UTE INDRA - ITP (1)
50,00%
UTE INDRA - TECNOCOM
50,00%
UTE IECISA - INDRA .
42,00%
UTE INDRA - ITP (2)
50,00%
6
Company
Direct interest
Company
UTE ALG - FULCRUM
50,00%
UTE INDRA - ALVENTO
50,00%
UTE TELEFÓNICA SOL.DE INF. Y
COM. DE ESPAÑA, SAU -
50,00%
UTE INOCSA-PROINTEC (TUNEL O
CAÑIZO
50,00%
UTE PROINTEC-ACCIONA-ASMATU
(UTE ZIZURKIL)
UTE AGENCIA EFE (INCOSAPROINTEC)
Direct interest
Company
Direct interest
PROINTEC-BB&J CONSULT S.A. (UTE
MOVILIDAD BARCELONA)
50,00%
UTE PROINTEC-INSERCO (BOMBEO
BREÑA II)
50,00%
UTE TRN-MECSA
50,00%
UTE PROINTEC-IBERINSA
49,00%
PROINTEC-INSTITUTO TECNICO DE
MATERIALES Y CONSTRUCCIONES,
S.A. (INTEMAC), UTE - UTE AEROP.
PALMA MALLORCA
49,00%
EPTISA SERVICIOS DE INGENIERIA,
S.L. - PROINTEC, S.A., UTE
50,00%
UTE ARQUING-PROINTEC 577
50,00%
50,00%
UTE E3 SOLINTEG SL Y PROINTEC
S.A. (UTE PROTOCOL PROJECTES)
50,00%
GESTION INTEGRAL DEL SUELOPROINTEC
50,00%
50,00%
PROINTEC-INFRAESTRUCTURA Y
ECOLOGIA, S.L.
50,00%
UTE PROINTEC-EYSER
50,00%
PROINTEC-GALOP III
50,00%
PROINTEC-AGROVIAL
CONSULTORES (BALSACALDERETA)
50,00%
UTE INCOSA-PROINTEC III
(AUDITORIO DE BURGOS)
50,00%
PROINTEC-INYSUR (BAJA CENSAL)
50,00%
PROINTEC-PROINTEC
EXTREMADURA-ARQUEVCHECK
50,00%
PROINTEC - PROINTEC
EXTREMADURA, S.L. III
50,00%
UTE PROINTEC-BPG UTE PTL2016
50,00%
UTE PROINTEC-NOLTER INGENIERIA
(ABASTECIMIENTO LA RIOJA)
50,00%
50,00%
50,00%
UTE PROINTEC-PAYMA COTAS
50,00%
UTE CIPSA CONSULPAL SA PROINTEC SA
50,00%
PROINTEC-INSTITUTO TECNICO DE
MATERIALES Y CONSTRUCCIONES,
S.A. (INTEMAC), UTE - UTE CE
VALENCIA
50,00%
UTE PROINTEC-INTECSA-INARSA
50,00%
MECSA-OVE ARUP
50,00%
UTE EIPSA-PROINTECEUSKONTROL (UTE VIADUCTO)
50,00%
UTE PROINTEC-MEDIO AMBIENTE Y
PATRIMONIO SL (MAP)
50,00%
PROINTEC-T.T.U.
50,00%
UTE PROINTEC-BLOM
50,00%
MECSA-ESTUDIOS Y PROYECTOS
NIP (NIPSA)
50,00%
50,00%
UTE INPROESA-MECSA
50,00%
TRIBUGEST-PROINTEC III
50,00%
UTE PROINTEC-GIUR LP-2
50,00%
PROINTEC-CASTELLANA DE
INGENIERIA
50,00%
UTE PROINTEC-BPG
50,00%
UTE PROINTEC-AIRIA AEROPUERTO
DE BARCELONA 2012
50,00%
GEOPRIN-ICYF, S.A.
50,00%
50,00%
PROINTEC-AUDITORIAS E
INGENIERIAS.A. (MONTAJE VIA)
50,00%
UTE INGENIERIA CIVIL
INTERNACIONAL S.A.- PROINTEC
S.A. (UTE ALMUDEVAR)
GEOPRIN-EUROCONSULT
ANDALUCIA-EUROCONSULT SA
50,00%
PROINTEC-T.T.U. II
50,00%
UTE ABASTECIMIENTO ORENSE
(PROINTEC-INSERCO)
50,00%
UTE GOC-PROINTEC
50,00%
INIMA-PROINTEC UTE
50,00%
50,00%
50,00%
PROINTEC-INIMA Mº AMBTE
S.EUROPEOS (LINDE NORTE)
UTE PROINTEC-G.O.C.
(PROINTEC-PROINTEC
EXTREMADURA)
50,00%
50,00%
(PROINTEC-PROINTEC
EXTREMADURA)
GEOPRIN-EPSA
50,00%
ALMERIA)
50,00%
AMINSA-PROINTEC (UTE TRANVIA
A LA MAR)
50,00%
50,00%
CALDERETA
MECSA-SAN ANDRES
50,00%
UTE PROINTEC-PROINTEC
EXTREMADURA SEGURIDAD VIAL
2013-2014
UTE PROINTEC-PRORAIL
50,00%
6
Company
Direct interest
Company
AGUA Y ESTRUCTURAS, S.A. PROINTEC (UTE AYEPRO)
50,00%
UTE PROINTEC-INTEMAC (AEROP.
MURCIA)
50,00%
UTE PROINTEC-EUSKONTROL
Direct interest
Company
Direct interest
UTE INDRA-TELVENT
60,00%
70,00%
UTE INDRA-PWC (ADIF)
60,00%
UTE ALG - M & A
70,00%
UTE PROINTEC-PYG MARJAL SUR
60,00%
UTE INDRA - ALFATEC
70,00%
50,00%
UTE PROINTEC-E3 SOLINTEG (UTE
COMITÉ D’OBRES)
60,00%
UTE INDRA SISTEMAS, S.A. UNISYS, S.L.U.
70,00%
UTE PROINTEC-VIGUECONS
ESTEVEZ
50,00%
PROINTEC-UG 21 (TOCON-ILLORA)
60,00%
UTE PWC - INDRA (EOI)
70,00%
UTE EUSKONTROL-EIPSA
50,00%
UTE PROINTEC-UG 21 (ALJARAFE II)
60,00%
UTE COMUNICACIONES EIBAR AZITAIN
70,00%
INSERCO-PROINTEC, UTE EDAR
GUADALHORCE
50,00%
UTE PROINTEC-EUSKONTROL II
(UTE MANUALES)
60,00%
PROINTEC-ALAUDA
70,00%
UTE PROINTEC-ALTOARAGONESA
INGENIERIA CIVIL (UTE IMPACTO
TERRITORIAL)
50,00%
UTE ERNST & YOUNG
60,00%
70,00%
UTE APIA 21
60,00%
CARTAGENA
UTE PIV2011 (PROINTEC-GMV
SISTEMAS-EORIAN SYSTEMSETRALUX
50,58%
UTE PROINTEC-UG 21 (COINALHAURIN)
60,00%
CARTAGENA
70,00%
UTE INDRA - AGFA
61,00%
UTE INST. DESKARTA
51,00%
MECSA-ESTUDIO TORRE ELORDUY
70,00%
62,50%
UTE INDRA - ETRA
51,00%
UTE INDRA SISTEMAS, S.A. EUROCOPTER ESPAÑA, SA
70,00%
UTE INDRA - IECISA
63,48%
PROINTEC-CONURMA INGENIEROS
CONSULTORES, S.L. II
PROINTEC - INGENIA SERVICIOS
GLOBALES DE INGENIERIA, S.L. (UTE
TRAMO 7 PLAYA DEL INGLES)
70,00%
PROINTEC-AQUATICA INGENIERIA
CIVIL, SL
70,00%
PROINTEC-INGEPLAN (LINEA 3)
72,50%
PROINTEC-INGEPLAN (BERGARA)
72,50%
UTE MECSA-ACORDE (UTE PLAN
FORMACION)
75,00%
UTE INDRA -TELEFÓNICA HDA
78,38%
UTE ITGIPUZKOA
80,00%
80,00%
UTE JAÉN
52,12%
PROINTEC-EUROESTUDIOS, UTE
55,00%
UTE LINEA 9 TRAMO I Y II
64,00%
UTE GISS 7201/14G LOTE 1
57,00%
UTE INDRA - SAINCO
64,00%
UTE IMSERSO
59,00%
UTE LINEA 9 MANTENIMIENTO
TRAMO IV
64,00%
UTE INDRA EWS/STN ATLAS
60,00%
UTE INDRA - HP
65,00%
UTE CEIDECOM
60,00%
UTE DGT NOROESTE 2014
65,00%
UTE TRÁFICO Y SEÑALIZACIÓN
VALENCIA
60,00%
UTE INDRA - LKS
65,00%
UTE ISM LOTE 1
60,00%
UTE OVYCYL INDRA GRUPO NORTE
II
66,00%
UTE INDRA-COMPAÑÍA VASCA DE
INGENIERIA
60,00%
UTE IECISA - INDRA (SEFCAN)
66,82%
60,00%
UTE INDRA BMB - T.SOLUCIONES
69,42%
UTE INDRA SISTEMAS DE
SEGURIDAD-MONTAJES
ELECTRICOS ELECTRISUR
UTE INDRA - ALBATROS
60,00%
UTE IMD INDRA.TELEF
69,76%
UTE INDRA - IBM @ DFA
80,00%
UTE INDRA-UNISYS
60,00%
UTE TELECO
70,00%
UTE INDRA - CESSER
80,00%
6
Company
Direct interest
UTE INDRA - ARTE
80,00%
UTE INDRA - FONTANERIA RAMOS
80,00%
UTE INDRA-SADIEL 043/2012
80,00%
UTE INDRA-PUENTES Y CALZADAS
INFRAESTRUCTURAS
80,00%
UTE CC MOVIMA
80,00%
PROINTEC-CIVILPORT-ENRIQUE
AMIGO (UTE TRAMO 2 TREN DEL
SUR)
80,00%
PROINTEC - AIRTHINK, S.L. - UTE
PLANES DIRECTORES
80,00%
UTE INDRA - SADIEL
81,00%
UTE INDRA - SADIEL
81,00%
UTE INDRA - AVANZIT
82,00%
85,00%
85,00%
85,00%
UTE 3 INDRA - UNITRONICS -”DEIF
2”
85,00%
UTE INDRA SISTEMAS, S.A. - SADIEL,
S.A. “PROYECTO SADESI”
85,00%
UTE INDRA - AMBAR
85,00%
UTE INDRA-KONECTA
87,00%
UTE INDRA-OESIA
87,00%
UTE INDRA SISTEMAS, SA-AVANTIC
ESTUDIO DE INGENIEROS, SL, UTE
89,50%
UTE INDRA - IRON
92,80%
UTE INDRA - SALLEN
70,00%
PROINTEC-PROINTEC
EXTREMADURA II
100,00%
6
Group’s exposure to currency risk
(Appendix III)
US Dollar
Pound
Sterling
Mexican
Peso
Argentine
Peso
Chilean
Peso
Brazilian
Real
Peruvian
Sol
Swiss
Franc
Canadian
Dollar
Norwegian
Crone
Colombian
Peso
Moroccan
Dirham
Polish
Zloty
Australian
Dollar
Other
currencies
TOTAL
20
-
-
-
-
-
-
-
35
-
-
10
-
-
105
170
Total non-current assets
20
-
-
-
-
-
-
-
35
-
-
10
-
-
105
170
153.472
7.242
10.469
9.936
4.054
6.480
1.173
-
270
11
38.292
12.112
178
2.136
63.069
308.894
403
27
-
-
-
38
-
-
-
-
-
-
65
537
2015
Trade and other
receivables, NON
GROUP
Other financial assets,
NON-GROUP
4
Debt securities, NONGROUP
579
-
-
-
-
-
-
-
-
-
-
-
-
-
-
579
154.055
7.242
10.872
9.963
4.054
6.480
1.173
38
270
11
38.292
12.112
178
2.136
63.134
310.010
Total assets
154.075
7.242
10.872
9.963
4.054
6.480
1.173
38
305
11
38.292
12.122
178
2.136
63.239
310.180
21
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21
1.538
-
-
-
-
-
-
1.086
-
-
-
-
-
-
-
2.624
2.175
-
-
-
-
-
-
-
-
-
-
-
-
-
2.175
9
-
-
-
-
-
-
-
-
-
-
-
-
-
9
Total current
liabilities
3.743
-
-
-
-
-
-
1.086
-
-
-
-
-
-
-
4.829
Total liabilities
3.743
-
-
-
-
-
-
1.086
-
-
-
-
-
-
-
4.829
150.332
7.242
10.872
9.963
4.054
6.480
1.173
(1.048)
305
11
38.292
12.122
178
2.136
63.239
305.351
265.972
21.973
18.654
-
5.125
1.375
2.139
71
1
-
4.706
1.193
181
4.322
163.904
-
30.253
8.156
-
-
57
445
173
206
139
23
369
-
53
369
-
-
Derivative financial
instruments - net
hedges
235.719
13.817
18.654
-
5.068
930
1.966
(135)
(138)
(23)
4.337
1.193
128
3.953
163.904
-
Rate
0,75209
1,17639
0,05896
0,13690
0,00152
0,34876
0,27830
0,12793
0,00040
0,72500
Sales
7.713
324.649
41.560
6.883.518
41.409
14.305
0
32.714.899
17.662
Purchases
5.909
1.177
0
14.435
0
973
0
4.763.539
43
Trade and other
payables
Gross balance sheet
exposure
Hedges of sales
Hedges of purchases
Forecast sales in foreign
currency
0
Forecast purchases in
foreign currency
0
This appendix forms an integral part of note 37 a) (I) to the consolidated annual accounts, in conjunction with which it should be read.
6
US Dollar
Pound
Sterling
Mexican
Peso
Argentine
Peso
Chilean Peso
Brazilian
Real
Peruvian
Sol
Swiss
Franc
Canadian Dollar
Norwegian
Crone
Colombian
Peso
Moroccan
Dirham
Polish
Zloty
Australian
Dollar
Turkish
Lira
Tunisian
Dinar
Other
currencies
TOTAL
5.724
-
-
-
-
-
-
-
-
-
-
-
-
-
38
-
73
5.835
Total non-current
assets
5.724
-
-
-
-
-
-
-
-
-
-
-
-
-
38
-
73
5.835
154.530
10.002
222
2.274
6
177
88
36
4.579
9.348
3.435
158
7.312
8.133
15.286
215.586
33
42
-
-
-
-
-
-
-
-
445
-
-
-
-
19
189
728
1.852
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.852
156.415
10.044
222
-
-
2.274
6
177
88
36
5.024
9.348
3.435
158
7.312
8.152
15.475
218.166
Total assets
162.139
10.044
222
-
-
2.274
6
177
88
36
5.024
9.348
3.435
158
7.350
8.152
15.548
224.001
19
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19
Total non-current
financial liabilities
19
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19
2.581
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.581
Trade and other
payables
79.772
6.999
-
26
-
68
-
463
107
-
6.943
1.572
218
160
160
373
8.755
105.616
Total current
liabilities
82.353
6.999
-
26
-
68
-
463
107
-
6.943
1.572
218
160
160
373
8.755
108.197
Total liabilities
82.372
6.999
-
26
-
68
-
463
107
-
6.943
1.572
218
160
160
373
8.755
108.216
Gross balance sheet
exposure
79.767
3.045
222
(26)
-
2.206
6
(286)
(19)
36
(1.919)
7.776
3.217
158
7.350
8.152
6.793
115.785
Hedges of sales
290.950
14.241
21.764
-
9.579
50.557
762
805
440
42
3.317
1.430
3.341
1.816
-
-
32.388
-
41.432
5.057
7
-
370
428
106
335
785
1.846
605
108
55
368
-
-
-
-
Derivative financial
instruments - net
hedges
249.518
9.184
21.757
-
9.209
50.129
656
470
(345)
(1.804)
2.712
1.322
3.286
1.448
-
-
32.388
-
Rate
0,75209
1,17639
0,05896
0,13690
0,00152
0,34876
0,27830
0,12793
0,00040
0,72500
0,81185
0,72967
324.649
41.560
6.883.518
41.409
14.305
0
32.714.899
17.662
0
3.299
1.177
0
14.435
0
973
0
4.763.539
43
334
862
2014
Trade and Other
Receivables,
NON-GROUP
Other financial assets,
NON-GROUP
Debt securities,
NON-GROUP
Hedges of purchases
7.713
Sales
Purchases
5.909
Forecast sales in
foreign currency
26.565
192.494
42.731
48.131
306.357
58.622
7.224
32.450
66.125
39.762
32.481
19.794
37.135
116.155
1.098.345
Forecast purchases in
foreign currency
12.051
88.675
9.301
16.736
30.576
10.710
20
11.753
33.553
10.006
20.024
6.478
25.313
31.891
344.918
This appendix forms an integral part of note 37 a) (I) to the consolidated annual accounts, in conjunction with which it should be read.
6
Information on significant non-controlling interests at 31 December 2015 and 2014.
(Anexo IV)
2015
Thousands of Euros
Percentage of non-controlling
interest
2014
Indra
Philippines
Inmize
Sistemas
Electrica
Soluziona
50%
50%
49%
Other companies of
little significance
Other companies of
little significance
Total
91
-
2.814
-
(51)
-
(2.223)
550
1
40
-
591
23.598
7.997
2.925
-
34.520
(11.467)
(262)
(823)
-
(12.552)
Total non-current net assets
12.131
7.735
2.102
-
21.968
Total
Thousands of Euros
Percentage of non-controlling interest
Indra
Philippines
Inmize
Sistemas
Electrica
Soluziona
50%
50%
49%
2.722
1
(2.172)
Information on statement of
financial position
Information on statement of
financial position
Non-current assets
2.283
-
57
-
2.340
(1.369)
-
(42)
-
(1.411)
914
-
15
-
929
Current assets
25.281
8.014
3.174
-
36.469
Current liabilities
(9.618)
(275)
(1.289)
-
(11.182)
15.663
7.739
1.885
-
25.287
Net assets
16.577
7.739
1.900
-
26.216
Net assets
12.681
7.736
2.142
-
22.559
Carrying amount of noncontrolling interests (*)
8.289
3.870
937
(952)
12.143
Carrying amount of noncontrolling interests (*)
6.341
3.868
1.056
1.877
13.142
2.923
4
326
-
3.253
2.274
64
544
-
2.882
1.462
2
161
(2.287)
(663)
1.137
32
268
71
1.508
Non-current assets
Income statement information
Total comprehensive income
Consolidated profit/(loss)
attributable to non-controlling
interests
(*) Excluding translation differences
Current assets
Current liabilities
Income statement information
Total comprehensive income
Consolidated profit attributable
to non-controlling interests
(*) Excluding translation differences
This appendix forms an integral part of note 18 to the consolidated annual accounts, in conjunction with which it should be read.
6
Information on significant interests in associates at 31 December 2015 and 2014.
(Anexo V)
A4 Essor
Saes Capital
I-3 Televisión
IRB Riesgo
Operacional
Eurofigter
Simulation
Systems
Iniciativas
Bioenergéticas
Societat Catalana
per la Mobilitat
Other companies
of little
significance
Total
21%
49%
50%
20%
26%
20%
25%
-
1.970
35
419
294
10.654
5.329
503
19.204
1.133
13
880
167
39.177
1.635
873
21.106
64.984
(26)
(1.985)
(228)
(692)
(31.176)
(8.868)
(5.928)
(4.024)
(52.927)
Current liabilities
(1.103)
(1)
(770)
(15)
(8.232)
(3.331)
(272)
(17.614)
(31.338)
Revenues
(1.733)
-
(3.180)
(102)
(2.727)
(12.062)
(2.892)
(2.243)
(24.939)
1.729
3
3.263
223
2.664
11.972
2.890
2.272
25.016
-
-
-
-
-
-
-
-
-
A4 Essor
Saes Capital
Indra Sistemas de
Tesorería
I-3
Televisión
IESSA
IRB Riesgo
Operacional
Eurofigter
Simulation
Systems
Other companies
of little
significance
Total
21%
49%
49%
50%
50%
20%
26%
-
4.020
68
26
620
1.365
294
55.468
61.861
Current assets
1.820
870
912
2.313
3.032
715
39.177
26.911
75.750
(127)
(4.051)
(22)
(418)
(2.066)
(1.294)
(29.888)
(53.310)
(91.176)
Current liabilities
(717)
(254)
(784)
(2.685)
(9.073)
(489)
(8.232)
(27.854)
(50.088)
(2.922)
(835)
(2.459)
(6.426)
(4.864)
(1.068)
(16.240)
(65.040)
(99.854)
1.946
250
2.285
7.190
12.352
771
14.889
63.825
103.508
-
-
-
-
-
-
-
-
-
2015
Thousands of Euros
interest
Non-current assets
Current assets
Subcontracting and other expenses
Total
2014
Thousands of Euros
interest
Non-current assets
Revenues
Subcontracting and other expenses
Total
This appendix forms an integral part of note 11 to the consolidated annual accounts, in conjunction with which it should be read.
03
MANAGEMENT REPORT
AT 31 DECEMBER
2015
1. Management Report
2. Annual Corporate Governance Report
3. Appendix
Internal Control System for Financial Information (ICSFI)
1
Management
Report
1. MAIN MILESTONES IN 2015
Profit margins start to improve, partly due to the positive
contribution from the efficiency plan put in place.
• Recurrent EBIT margin continues to grow and it stands at
6.0% in 4Q15 (vs 3.5% in 3Q15 and 5.7% in 4Q14).
• EBIT reaches €45m in FY15, which implies a recurrent
EBIT margin of 1.6%.
Free Cash Flow of 4Q15 exceeds €137m thanks to
improvement in profitability and the ongoing working capital
actions.
• FCF for FY15 totaled -€50m or €28m if we exclude the
cash costs of the personnel optimization plan.
Net Working Capital reached 30 days of sales (DoS) vs 81
DoS in December 2014 as a result of the provisions and the
new measures put in place to improve the Working Capital.
• Improvement on Account Receivables (-28 days),
Inventories (-20 days) and in Account Payables (+3 days)
compared to December 2014.
• Excluding the impact of the provisions (35 DoS), the
underlying improvement was 16 DoS.
FY15 Revenues declined by -2% in local currency (-3% in
reported terms) impacted by Latam and the IT business.
• Excluding the seasonality of the Elections Business, sales
in FY15 would have been similar vs FY14 in local currency
• 4Q15 revenues down by -6% in local currency.
T&D business (which comprises Transport & Traffic and
Defence & Security verticals) had a positive evolution,
especially in Defence & Security (+7%) outperforming the
IT business (-5% in local currency).
The repositioning in Brazil, tender delays in some
areas directly dependent on the oil price and Public
Administrations, a more selective offering process has lead
to a slowdown in the Order Intake (-11% in local currency in
FY15).
Non-recurring effects in FY15 reached €718m.
• Non-recurring items in 4Q15 amounted to €130m of
which €64m are related to Brazil.
• Non-recurring costs in Brazil in 2015 were €321m.
Net profit of the Group in FY15 totaled losses of -€641m.
Net Debt down by 16% in the quarter to €700m vs €837m
in September 2015.
• Average cost of debt at 4.2%, improving 0.3 pp. compared
to the same period of the last year.
• Excluding the cost of the personnel optimization plan,
Net Debt would have reached €622m (lower than the one
registered in December 2014).
Indra Management Reportt
3
1
Consolidated Report
The following table lists the main figures at the end of the
period:
€93.3m registered in FY14 because of the lower R&D
capitalization in FY15.
2015
(€M)
2014
(€M)
Variation (%)
Reported /
Local currency
Order Intake
2,651
3,013
(12)/(11)
Revenues
2,850
2,938
(3)/(2)
Backlog
3,193
3,473
(8)
45
204
(78)
Recurrent EBIT margin (1)
1.6%
6.9%
(5,3)pp
Non recurrent costs
(687)
(246)
179
Net Operating Profit (EBIT)
(641)
(42)
1.410
(22.5%)
(1.4%)
(21.1)pp
(641)
(92)
598
Net Debt Position
700
663
6
Free Cash Flow
(50)
47
-
(3.913)
(0.561)
598
Recurrent Operating Profit
(EBIT) (1)
EBIT margin
Net Profit
Basic EPS (€)
(1) Before non-recurring costs
2. ANALYSIS OF THE CONSOLIDATED
FINANCIAL STATEMENTS (IFRS)
Income Statement:
• Revenues reached €2,850m in FY15, declining by -2%
in local currency (-3% in reported figures). Excluding the
seasonality of the Elections Business revenues would
have been nearly in line with FY14 (-1%). In 4Q15, the
revenues decline accelerated (-6% in local currency and
–8% in reported terms) due to, basically, the worse relative
performance of IT in the quarter (-14% in local currency),
specially in Latam and Spain, and the more selective policy in
our order intake.
• Other income stands at €86.4m, slightly below the
• Operating expenses (OPEX) growth slowed and increased
just +1.7% to €2,805m (vs €2,759m in FY14) mainly
due to +2% increase in Personnel Expenses. Despite
average workforce in FY15 remains stable, final workforce
has decreased by -5% in the period thanks to the
efforts made in the second half of the year. It is worth
highlighting the better relative performance of the OPEX
in 4Q15 with a decrease of -10% due to the reduction in
Material Consumed and Other operating expenses (thanks
to the execution of the cost optimization plan), less
subcontractors and the decrease in revenues. Personnel
expenses increased +3% in FY15 due to the impact of
the reversal provision for labor contingencies registered in
4Q14 (€24m); excluding this impact, Personnel expenses
would have decreased by -4% in 4Q15, in line with the
reduction of the average workforce in the period as a
result of the personnel optimization plan in 4Q15 in Spain
and Latam.
• Contribution margin of FY15 stands at 9.2% vs 14.3% in
FY14 (-5.1pp). The trend initiated in 3Q15 continues in
the quarter with contribution margin at 13.3% in 4Q15:
»» T&D contribution margin (Transport & Traffic and
Defence & Security) down by -4.6pp to 14.8% in
FY15 (vs 19.4% FY14) hitted by overruns in certain
problematic projects (especially in the Transport &
Traffic) and the lower contribution from the Eurofighter
program.
»» IT contribution margin (5.0%) was -5.8pp lower than
FY14 (10.8%) due to overruns in Financial Services and
Public Administrations & Healthcare verticals.
costs) in FY15 accounts for €45m (1.6% recurrent
operating margin vs 6.9% in FY14). Despite the -8%
sales drop in 4Q15, recurrent EBIT in 4Q15 continues
to improve and reached €47m (6.0% recurrent EBIT
margin vs 3.5% in 3Q15) mainly as a consequence of the
higher contribution margin (13.3% in 4Q15 vs 10.1% in
3Q15) backed by the ongoing cost reduction plans, direct
margin improvement and lower negative impact from the
problematic contracts.
• Financial expenditures slightly increased (€56m vs €54m
in FY14). The reduction in the average cost of debt
to 4.2% (-0.3pp) more than offset the increase in the
average debt in the period. FX impact in certain projects
also explains this slight increase.
• Share of profits of associates and other investees were
-€8m vs €0m in FY14. The difference is explained by the
extraordinary result of +€4m regarding the lower payment
for the remaining 22.5% stake of Indra Italia’s acquired
company (it will be paid in May 2016 and amounts to
€3.7m) and changes in the perimeter associated to the
disposals (or closing) of some subsidiaries, mainly those
established in Venezuela.
• Tax income was €64m vs €7m in 2014 as a consequence
of the fiscal income generated by the losses registered
in Spain (which includes both the workforce adjustment
plan and the R&D deductions), which was partially
compensated by the tax credit impairment of Brazil
accounted in 2Q15 (€31m).
• Net Profit stands at -€641m mainly due to the nonrecurrent effects (€718m in FY15).
• D&A reached €85m in FY15 vs €64m in FY14 (+33%) due
to the recognition and amortization of the corresponding
subsidies related to the R&D projects. Excluding this
impact, D&A would have reached similar levels than in the
same period last year.
• Recurrent operating profit (EBIT before non-recurring
4
1
Consolidated Report
Non-recurring Items:
• Non-recurring items in FY15 were €718m, of which
€687m affected the operating result (with the remaining
€31m impacting on Taxes).
Concept
(€M)
Provisions, impairments, and overruns
(371)
Impairment of Goodwill
(104)
Impairment of Tangible assets
(9)
Impairment of Intangible assets
(7)
Efficiency improvement costs
(36)
Provision of the redundancy plan
(160)
Non-recurring items to EBIT
(687)
Cancelation of Tax credit capitalized in Brazil
Total Non-recurrent Effects
(31)
(718)
The breakdown by Provisions, impairments, and overruns is
the following:
Detail of Provisions, impairments,
and overruns – FY15
(€M)
Inventories
(103)
Clients
(117)
Onerous projects
(150)
Total
(371)
• The company believes that these non-recurring items
reflect the current impact from the changing market
conditions suffered by Indra in 2015 and the changes
in estimates coming from new circumstances (and
hypothesis) for the expected performance of the projects
of the company.
• Out of the total amount of the non-recurring items, the
cash outflow for 2015 was €138m and the one expected
for 2016 will be approximately €120m.
• Non-recurrent costs related to Brazil in FY15 were
€321m (approximately 60% of the total excluding the
efficiency improvement plan and the provision of the
redundancy plan in Spain) mainly due to a reduced number
of problematic projects (in a context of a macro weakness
in the country), deterioration in the payment terms from
the Public Administrations, budget restrictions from public
clients, and tighter conditions to approve the project’s
milestones in the region.
1. Provisions, impairments, and overruns
• According to the established procedure, Indra’s project
managers check periodically the execution performance
of the main technical and economical hypotheses of their
projects portfolio. Within this analysis, special attention
is given to those projects with a higher probability of
deviation from its initial schedule (and therefore to have
a higher negative financial impact). According to the new
organization model this process is monitored by Indra’s
management.
• A review has been undertaken given the risk tolerance
that the Company is willing to assume during FY15. As
a result of it there had been a number of new events
that implied a change in the forecasts and expectations
of some projects as there were doubts in the recovery
of some work done, costs that exceeded the expected
income as well as penalties for non-compliance.
• All of the above mentioned entailed the need to record a
negative result of €371m for 2015, of which €107m has
been registered in 4Q15.
2014-2018 the company has decided to proceed with a
correction of the recoverable amount of goodwill for an
amount of -€104m (-€3m in 4Q15) with the following
breakdown:
»» Brazil: -€83m (€0m after the impairment)
»» Consulting: -€9m (€23m after the impairment)
»» Portugal: -€9m (€3m after the impairment)
»» Diagram & Adepa: -€3m (€0m after the impairment)
3. Impairment of Tangible assets
• Tangibles assets adjustment for an amount of €8.6m
related to impairments on Brazil Real Estate.
4. Impairment of Intangible assets
• Under the business review of the main intangible assets,
there has been an impairment of €7.4m in 2Q15 related
to the total amount of the intangible assets associated to
the Politec acquisition (Brazil).
5. Provision of the redundancy plan and
efficiency improvement costs
• Non-recurring costs amounts €196m, of which €160m
belongs to the provision of the personnel optimization
plan in Spain and the remaining to the optimization of
additional resources. The provision was made during
3Q15 for the total expenditure associated with the plan,
regardless of the timing of the expected cash outflow
(concentrated in the coming quarters). The plan ends in
December 31st of 2016.
2. Impairment of Goodwill
• As a result of the new estimations in those projects
(taking into account the new business hypothesis and
the current macro situation) and the strategic plan
5
1
Consolidated Report
6. Cancelation of Tax credit capitalized in Brazil
• Additionally, and regarding what has been mentioned
above, the total tax credit that was activated in Brazil has
been canceled, implying an impairment of -€31m.
Balance sheet and Cash Flow statement:
• Free cash flow for FY15 was -€50m vs €47m in FY14
mainly as a consequence of the worse operating
performance and the headcount restructuring plan
(-€78m). Excluding the latter FCF would have been
€28m in FY15. FCF generated in 4Q15 amounted to
€137m, including a cash outflow of -€60m due to the
workforce adjustment plan. Excluding this impact FCF in
4Q15 would have been €197m.
• Net Working Capital has decreased to €232m vs €648m
in December 2014, which is equivalent to 30 days of
sales vs 81 DoS in FY14. The provisions made have
implied an improvement of €287m (35 DoS), while
the underlying improvement has been of €130m (16
DoS). It is worth highlighting the improvement in 4Q15
(equivalent to 31 DoS or c. €250m) as a consequence
of the non-recurring items adjustments, the better
collections, and the new measures put in place on the
suppliers management.
• Income tax totaled €7m (vs €53m paid in FY14) basically
due to lower payments made as a consequence of losses
registered.
• Intangible investments (net of the charge in grants) has
been €27m vs €42m in the same period of last year. The
tangible investments reached €10m, below last year
(€15m).
• Net debt position at the end of FY15 amounted to
€700m (lower than €837m in 9M15), equivalent to 5.4x
LTM recurrent EBITDA. Around 90% of the gross debt
is denominated in Euros, while the rest is concentrated
in other currencies (mainly in Brazilian reais, which
represents 6% of the gross debt). Average cost of debt is
4.2%, improving 0.3 pp. compared to the same period of
last year. In the last days of the year, the Brazilian debt
was totally repaid.
• Non-recourse factoring lines in FY15 amounted to
€187m vs €173m in 9M15 and vs €187m in FY14.
3. HUMAN RESOURCES
Final
workforce
2015
%
2014
%
Variation
(%)
Spain
20,251
55
21,461
55
(6)
Latam
13,453
36
14,388
37
(6)
Europe & North
America
1,720
5
1,788
5
(4)
Asia, Middle East
& Africa
1,636
3
1,493
4
10
37,060
100
39,130
100
(5)
2015
%
2014
%
Variation
(%)
Spain
21,528
56
20,868
54
3
Latam
13,773
36
14,552
38
(5)
Europe & North
America
1,799
5
1,774
5
1
Asia, Middle East
& Africa
1,558
4
1,358
4
15
Total
Average
Workforce
Total
38,658
100
38,552
100
0
At the end of FY15, the total workforce amounted to
37,060 professionals, declining -5% vs FY14. This decrease
occurred along the second semester as a result of the
execution of the restructuring plans in Spain and Latam
(1,935 lower number of employees in 6 months):
less employees), of which approximately 85% belong to
the workforce adjustment plan.
• In Latam, headcount declined by -6% compared to
FY14 (equivalent to 935 employees) in line with the
repositioning in the region. 4Q15 showed a slightly
improvement due to a transfer of employees from
subcontractors to in-house related to legal requirements
of the project.
• In Asia, Middle East & Africa (AMEA), workforce increased
+10% vs FY14 due to the headcount increase in the
Philippines’ offshore factory and the higher activity in
North Africa.
• In Europe and North America, the workforce decreased
by -4% because of the lower personnel needs in Portugal
and the restructuring of different subsidiaries in the
region.
The average workforce in 2015 has remained almost flat
vs 2014 as most of the employees that belong to the
redundancy plan left the company in the latest part of
the year. This fact, together with the reversal provision
registered in 2014 explains the +2% increase of the
personnel cost in 2015 vs 2014.
4. ANALYSIS BY VERTICAL MARKETS
Variation (%)
Revenues T&D
2015
(€M)
2014
(€M)
Reported
Local
Currency
Defence &
Security
542
509
7
7
Transport &
Traffic
633
620
2
1
Total T&D
1,175
1,129
4
4
• Final workforce in Spain decreased by -6% vs FY14 (1,210
6
1
Consolidated Report
Defence & Security
• Revenues in the Defence & Security vertical increased by
+7% in FY15, both in local currency and in reported terms.
Revenues went through an acceleration during the fourth
quarter of the year (+11%).
• Spain has had a very positive performance (+10% in
FY15) as a consequence of the good performance in the
Rail & ATM segments.
• Order Intake falls -17% in FY15 impacted by the delays in
some countries dependent on oil and commodities.
Variación (%)
Revenues IT
• The positive development in Simulation, Logistics, Radars,
Command and Control, and Electronic Defence more than
offset the lower contribution of the Eurofighter program.
• The recovery phase in Spain consolidates (+63% in FY15
and +102% in 4Q15) supported by certain specific
multiannual projects in the context of a new investment
cycle put in place by the Ministry of Defence (basically
electronic systems associated with the integrated mast of
the future F110 frigates, electronic systems of the future
8x8 armored vehicles, and the simulation of the helicopter
NH90, among others), and at the same time it will
constitute relevant international references for the future.
• The positive evolution of the order intake in the year
(+11%) along with the accumulated pipeline (new
national and European programs) pave the way for a
sustained growth in the forthcoming years.
Transport & Traffic
• Sales in the Transport & Traffic vertical grew by +1% in
local currency (+2% in reported terms), experiencing a
flattish performance in 4Q15.
• It is worth highlighting our Own Property Solutions (+12%
in FY15), specially in the Land & Rail & Road Traffic &
Ports Transport segments (highlighting the growth of
+40% in AMEA). Regarding ATM (+8% in FY15), it stands
out the recovery in the activity in Spain (+25%) as well as
the consolidation of our international position in European
Programs.
2015
(€M)
2014
(€M)
Reported
Local
Currency
Energy &
Industry
437
473
(8)
(7)
Financial
Services
497
485
2
6
Telecom & Media
273
322
(15)
(13)
PPAA &
Healthcare
468
529
(12)
(10)
1,675
1,809
(7)
(5)
Total TI
Revenues in the IT business fell -5% in local currency (-7%
in reported terms) due to the negative trend of Energy &
Industry, Public Administrations, and Telecom & Media. It is
worth highlighting the positive performance of Financial
Services (+6%). The contribution of our digital services was
€313M and counts 19% of our total revenues.
Despite the higher focus on the field of our Own Property
Solutions and the commercial bet for our digital solutions
(grouped into the new brand Minsait), it is expected a
contraction of the reported revenues in the IT segment in
the forthcoming quarters as a consequence of the negative
FX impact, Brazil’s repositioning, the more selected criteria
in the order intake, as well as the eventual delay in public
tenders in Spain.
Energy & Industry
• Revenues in Energy & Industry decreased by -7% in
local currency (8% in reported terms), with an important
deceleration in the fourth quarter basically due to the
delays in some projects in oil exporting countries.
• The Energy segment (c. 70% of the vertical’s revenues)
fell -7% in FY15, conditioned by the sector consolidation
process in Spain as well as the decline in the activity in
Latam, specially in Brazil and in those geographies which
are more linked to the oil price.
• Industry fell -9%, although our Own Property Solutions in
Spain (-4%) has had a better performance.
• Good performance in AMEA (+11% in FY15), meanwhile
the repositioning and the commercial effort in Latam (c.
30% of the vertical’s revenues) have led to a fall in the
activity levels in the area.
Although order intake fell -18%, it is expected a recovery
in activity levels in the coming quarters, based on our Own
Property Solutions, particularly in the Energy Segment
and in airlines in Latam.
Financial Services
• The activity in Financial Services registered +6% growth
in local currency (+2% in reported terms), experiencing
some slowdown in 4Q15.
• The Banking segment in Spain (+6% in FY15) has led the
growth of the vertical because of, among other issues,
the increased business opportunities in the main Spanish
entities, both in repositioning (Consulting +24%) and in
improving efficiency (BPO +10%).
• The management of different projects of implementation
(Outsourcing) and BPO of third party solutions in Brazil has
negatively impacted in the current activity levels and in
the vertical profitability. The repositioning in Brazil (focus
on Own Property Solutions, private clients, and strategic
business alliances) as well as the correct execution of
the agreed measures in the critical projects allow us to
anticipate a better profitability in the business of the
company in the area.
7
1
Consolidated Report
• The Insurance segment grew up +2%, with a worse
relative performance in Spain (-7%). However, Latam has
registered a significant positive growth (+19%) due to the
iOne Solution implementation in a relevant client in the
region.
• The expected ending of the problematic projects in Brazil
as well as the repositioning in the area to focus on higher
value added segments can anticipate a fall in the current
activity levels in the forthcoming quarters.
Telecom & Media
• Revenues in the Telecom & Media vertical decreased by
-13% in local currency (-15% in reported terms) with an
important deceleration in 4Q15 of -19% in local currency
(-24% in reported terms).
• During FY15, Telco operators has focused on efficiency
measures and cost control, mainly in the Business Support
Systems (BSS). This has resulted in a more demanding
price environment in a highly competitive market place.
• The Media vertical, although it has a relative less weight,
had a worse relative performance than Telecom (-45%),
especially in Spain where our market share is very high.
• Order intake in the year has been falling (-19%) so it is
not expected a recovery in the activity in the following
quarters.
Public Administrations & Healthcare
• The activity in Public Administrations & Healthcare
declined by -10% in local currency (-12% in reported
terms) with a worse relative performance in the last
quarter.
DEFENCE &
SEGURITY
15%
19%
41%
T&D
• Revenues were negatively affected by demanding
comparables in the Elections business (specially in AMEA
and Latam). Excluding this impact, its relative performance
would have had similar levels as of revenues of FY14 in
local currency (-3% in reported terms).
• The Elections business fell -37% in FY15 as a
consequence, among other aspects, of the worse
demanding comparable vs FY14 when we executed the
elections contract in Irak. It is expected a deceleration in
the next year because of the seasonality of this business,
highly dependent on the elections calendar of the
countries.
ENERGY &
INDUSTRY
59%
TI
22%
TRANSPORT
& TRAFFIC
17%
10%
16%
FINANCIAL
SERVICES
TELECOM
& MEDIA
PUBLIC
ADMINISTRATIONS
& HEALTHCARE
• Healthcare registered a worse relative performance
compared with PPAA, although it improved in the last
part of the year due to some certain specific Spanish
contracts.
• The expected performance of the Elections business, the
likely slowdown of the public sector in Spain, and the more
restricted criteria in our commercial offer anticipates a
worse performance in FY16 compared to FY15.
8
1
Consolidated Report
5. ANALYSIS BY GEOGRAPHY
Revenues by Geography
2015
2014
Variation (%)
(€M)
%
(€M)
%
Reported
Local Currency
1,223
43
1,147
39
7
7
Latam
734
26
804
27
(9)
(3)
Europe & North America
558
20
612
21
(9)
(9)
Asia, Middle East & Africa
335
12
375
13
(11)
(13)
2,850
100
2,938
100
(3)
(2)
Spain
Total
Spain
• Sales in Spain increased +7% during the year, supported
by our Own Property Solutions segment (+15%). 4Q15
showed a fall of -2%, mainly due to the decline in the
private sector in this quarter.
• FY15 growth is explained by the public sector (+23%),
although the profitability is still at low levels (mainly in the
IT verticals).
• The private sector performed relatively worse than the
public (-4%) in FY15 due to the negative evolution of
Energy & Industry and Telecom & Media in Spain, already
explained.
• It is worth highlighting the positive sales performance
throughout the year in Defence & Security, Public
Administrations, Transport & Traffic and Financial
Services.
• Despite the favorable performance of the order intake
in Spain (+26%, especially in Defence & Security and
Transport & Traffic), it is not expected that the current
growth rates will be sustainable in the coming quarters
as a consequence of the acceleration of the public
expenditure in FY15 and delays in the expected public
investments in the forthcoming quarters.
Latam
• Sales in Latam fell -3% in local currency (-9% in reported
figures) with a sharp decline in 4Q15 (-19% in local
currency and -29% in reported figures).
• The IT business concentrates the main activity in Latam
(c. 80% of the revenues) with a limited weight of our Own
Property Solutions (c. 25% of the sales in the region).
This fact has impacted negatively FY15 sales in a context
of macro deterioration and political uncertainty in some
countries (especially in Brazil).
• The performance in Brazil (c. 35% of the revenues in
Latam) has been focused on the better management
of the current operations, mainly on the problematic
projects (implementations of Third Party Solutions in the
Financial Services and Public Administrations verticals).
The repositioning in Brazil (focused on Own Property
Solutions, private clients, and strategic commercial
alliances) and the non-recurrent items announced
anticipate a sales decline and an improvement in the
profitability.
• Revenues in Latam (ex-Brazil) are at similar levels to the
previous year in local currency. The positive performance
in the Southern Cone (elections in Argentina) offset the
worse operating performance in Mexico vs previous year
(Transport & Traffic and Public Administrations).
• The verticals with the better sales performance were
Defence & Security, Public Administrations, and Financial
Services.
• Order intake decrease in the region suggests an activity
deceleration in the coming quarters due to FX headwinds,
a stricter policy in signing new contracts and the ending
of some problematic projects.
Asia, Middle East & Africa (AMEA)
• Revenues in Asia, Middle East & Africa (AMEA) decreased
by -13% in local currency (-11% in reported figures)
impacted by the Elections Business project in Iraq (ended
in 2Q14). 4Q15, as well as in 3Q15, posted a positive
performance with a growth of 16% in local currency and
19% in reported figures.
• Excluding the impact of the elections project in Iraq,
revenues would have grown at double digit rates
compared to FY14 thanks to the positive evolution in
Transport & Traffic, Energy & Industry and Defence &
Security.
• Despite the expected low oil prices could lead to
slowdown in the public spending from some countries in
Middle East (region that represents c. 30% of total sales in
AMEA), the pipeline in the region (specially in Transport &
9
1
Consolidated Report
Traffic, Defence & Security, and Energy & Industry) could
anticipate positive growth rates in the following quarters.
Europa & Nortemérica
• The activity in Europe & North America has registered a
-9% drop in local currency and in reported figures.
• Defence & Security and Transport & Traffic verticals
concentrate the majority of the activity in the area (c.
75%).
• Sales in Defence & Security have been affected by the
lower level of activity in the Eurofighter project and there
has been some delays of certain projects in some specific
countries in the Transport & Traffic vertical.
• Despite the order intake decrease and the gradual decline
in the activity of the Eurofighter project it is expected a
better relative performance in the forthcoming quarters.
6. ANALYSIS BY SEGMENT
geographical areas, which have been affected negatively
by the Elections business as well as due to the exposure
to certain countries that are dependent to the oil price
and commodities. In the 4Q15, it is worth noting the
growth in AMEA thanks to the execution of relevant
projects in the Transport & Traffic field.
• Along the year, the vertical markets with the best
performance were Defence & Security and Transport &
Traffic, while the higher falls were PPAA & Healthcare
(partly conditioned by the Elections business) and Energy
& Industry.
• Order Intake fell -9% in local currency (-10% in reported
figures), resulting in a Book-to-Bill ratio (Order Intake/
Sales) of 1.00x vs 1.08x in 2014. Defence & Security was
the only vertical that posted positive growth rates.
• The ratio Backlog/ Revenues of LTM was 1.39x, similar
level (+1%) vs 2014 (1.38x)
Services
Solutions
Revenues
• Order Intake fell -15% in local currency (-17% in reported
figures), with a Book-to-Bill ratio of 0.80x vs 0.94x in
2014.
• The ratio Backlog/ Revenues of LTM was 0.63x, lower
than the one reached in 2014 (0.83x).
7. RESEARCH AND DEVELOPMENT
ACTIVITIES
Indra has continued to dedicate considerable human and
financial resources to developing services and solutions
to position itself as technological leader in the different
sectors and markets in which it operates. The amount
earmarked for research, development and innovation
activities represents approximately 5.3% of turnover for the
year.
Variation (%)
2015
(€M)
2014
(€M)
Reported
Local
Currencyl
817
984
(17)
(15)
1,016
1,051
(3)
(0)
Book-to-bill
0.80
0.94
(14)
-
Backlog / Revs
LTM
0.63
0.83
(25)
-
Variation (%)
Order Intake
the highest sales decline in 4Q15 affected (apart from
the macro complex situation) by a stricter policy in signing
new contracts.
2015
(€M)
2014
(€M)
Reported
Local
Currency
1,834
2,029
(10)
(9)
1,834
1,887
(3)
(3)
Book-to-bill
1.00
1.08
(7)
-
Backlog / Revs
LTM
1.39
1.38
1
-
• Sales in the period decreased by -3% in local currency
(same level in reported terms), representing Solutions the
64% of total sales. Excluding the Elections business sales
would have remained flat.
• The strong growth experienced in Spain in FY15 (+15%)
hasn’t compensated the decline in the rest of the
Order Intake
Revenues
• Sales were flat in local currency (-3% in reported terms),
being Services 36% as of total sales.
• By vertical markets, Financial Services and PPAA posted
positive growth rates, while Energy & Industry and
Telecom & Media declined. In 4Q15 sales declined in all
vertical markets.
8. MAIN ACTIVITY-RELATED RISKS
Indra is exposed to the following main risks:
• Strategic risks
• Operational risks
»» Risks associated with the project implementation
process
»» Risks associated with the Management of Human
Capital
»» Risks associated with Information Security
• Economic and Financial Risks
»» Market risk (exchange rate)
»» Interest rate risk
»» Liquidity risk
• By geographical areas, Latam was the region that posted
10
1
Consolidated Report
»» Credit Risk
• Compliance Risks
»» Legal, Contractual and Regulatory Risks
»» Labour Risks
»» Environmental Risks
Indra has prepared a risks map through which risks are
managed. Risks are detected and the necessary guidelines
and monitoring and control systems are established to
prevent risks and minimize their impact. Risk management is
described in more detail in the Corporate Governance report.
9. SHARE CAPITAL STRUCTURE
At 31 December 2015 the subscribed and fully paid share
capital of the Company totals Euros 32,826,507.80, divided
into 164,132,539 ordinary shares of Euros 0.20 par value
each. Share capital wholly comprises ordinary shares of the
same series which consequently confer the same rights and
obligations, there being no restrictions to the transferability
of the shares and voting rights.
Main shareholders of the Company at 31 December 2015,
with over 5% of capital are: S.E.P.I. (20.14%); Corporación
Financiera Alba (11.32%) and Fidelity Management and
Research LLC (6.49%)
10. OTHER INFORMATION
The additional information traditionally presented in this
section related to (i) the rules applicable to amendment
of the Bylaws; (ii) any restriction on the transferability
of securities and any restriction on voting rights; (iii) the
authority of the members of the board of directors and,
in particular, those related to the ability of issuing or
repurchasing shares; (iv) significant agreements entered
into by the Company that will become effective, change,
or terminate in the event of a change of control of the
Company after a public takeover bid; (v) agreements
between the company and its administrators and
management or employees which involve severance
should they resign or dismissed without cause, or if the
employment relationship were to end due to a public
takeover bid, is included in the Annual Corporate Governance
Report (sections B.3, A.10, C.1.10, C.1.44 and C.1.45
respectively) in accordance with the provisions of article
540s of the Spanish Companies Act. This report as stated in
following section 12 is an integral part of this Consolidated
Directors’ Report.
11. SHAREHOLDER REMUNERATION
During 2015, the Parent Company has not paid any
dividends.
The Parent’s Board of Directors will propose to the
Shareholders at the General Meeting that the losses
of €466,181,909.77 will lead to negative results from
previous years.
12. DERIVATIVES
The Group carries out an active hedging management
risk policy arising from fluctuations in interest rates and
exchange rates, through hedge accounting and derivatives
instruments with financial institutions.
of the CNMV (www.cnmv.es), which has been forwarded
as a Relevant Fact, and on the company website (www.
indracompany.com).
14. OWN SHARES
As authorized by the shareholders at their Annual General
Meeting, at 31 December 2015 the Company holds
347,011 treasury shares amounting to Euros 3,081
thousand.
In 2015 the Company acquired 28,045,163 treasury shares
on the stock market (7.84% of official volume for the period)
and sold 27,900,351 treasury shares (7.80% of official
volume for the period).
On July 31st 2014, it has signed a liquidity program contract
with BEKA FINANCE, S.V., S.A. in order to increase the
liquidity and frequency of trading of its shares.
15. EVENTS FOLLOWING THE CLOSE
OF THE PERIOD
No significant events have occurred in the Group after the
end of the year.
13. ANNUAL CORPORATE
GOVERNANCE REPORT
Attached to this report, and forming an integral part thereof,
is the Annual Corporate Governance Report, pursuant to
article 538 of the Spanish Companies Act. The Annual
Corporate Governance Report has been published under the
format established by the Circular 5/2013 of the Comisión
Nacional del Mercado de Valores (National Securities Market
Commission).
The Annual Corporate Governance Report is an integral part
of the Management Report and is available on the website
11
2
Annual Corporate
Governance
Report
Listed Companies
Issuer’s identification
data:
Indra
Year ended:
31 December, 2015
CIF (Tax Id. No.):
A-28599033
Company name:
Indra Sistemas, S.A.
Registered Office:
Avda. Bruselas, 35, Alcobendas, Madrid
This document contains the annual corporate governance
report submitted. to the Comisión nacional del Mercado de
valores (“Spanish Securities Market Commission” or “CNMV”)
pursuant to the form prescribed by the CNMV; additionally
this report contains all comentaries and notes for each
section to facilitate its understanding.
12
2
Consolidated Report
Annual Corporate Governance Report for listed companies
A. CAPITAL STRUCTURE
A.2. Please provide details of the Company’s significant direct and indirect
Shareholders at year end, excluding any Directors:
A.1. Complete the table below with details of the capital stock of the
Company::
Indirect Voting Rights
Name of Shareholder
Date of last
change
Share capital
(Euros)
Number of shares
Number of voting
rights
14-09-2007
32,826,507.80
164,132,539
164,132,539
Sociedad Estatal
de Participaciones
Industriales, S.A.
% Of voting Rights
Direct Voting
Rights
Name of
Shareholder
with Direct
Number of Votes
33,057,734
-
0
20.14
Please indicate whether there are different classes of shares with different associated
rights:
Corporación Financiera
Alba, S.A.
0
Alba
Participaciones,
S.A.
18,587,200
11.32
Yes
FMR LLC *
0
Fid Low Priced
Stock Fund y otros
17,224,100
10.494
Taube Hodson Stonex
Partners
0
Various
investment funds,
none with voting
rights
5,544,843
3.378
Telefónica, S.A.
5,190,000
-
--
3.16
Schroders PLC*
-
Schroder
Investment
Management Lted.
And otherss
4,935,494
3.007
-
Pension funds
managed by
Bestinver
Pensiones, EGFP,
S.A.
4,941,732
3.01
Class
-
No
Number of Shares
Par Value
Number of Votes
Associated Rights
-
-
-
-
Bestinver Gestión, S.A.,
S.G.I.I.C.
*Pursuant to the communication submitted to the CNMV on December 11th 2015, 3,995% of the voting rights are
financial instruments conferring voting rghts.
* Additionally and in accordance with the communication submmitted by Schroders PL Con November 11th 2015m
Schroders PLC held an indirect stake of 3.007% through the following subsidiaries and proportions indicated: Schroder
& Co Limited (0,013%), Schroder Investment Management Limited (2,938%), Schroder Investment Management Hong
Kong Limited (0,014%) and Schroder Investment Switzerland AG (0,042%).
13
2
Consolidated Report
Please indicate significant changes in company shareholder (hereinafter “Shareholder”)
composition during the fiscal year:
Name of Shareholder
Date of Change
Description of Change
28 Jan 2015
Share ownership surpassed 3%
Taube Hodson Stonex Partners LLP
09 March 2015
27 July 2015
Share ownership dropped below 3%
31 July 2015
Bestinver Gestión,S.A. SGIIC
04 Aug 2015
FMR, LLC
27 Nov 2015
Telefónica, S.A.
A.3. In the following tables, list the members of the Board of Directors
(hereinafter “Directors”) with voting rights in the company:
Name of Director
Number of Direct
Votes
Number of
Indirect Votes
Percentage of
Voting Rights
37,102
0
0.023
149,254
0
0.091
8,226
0
0.005
Daniel García-Pita Pemán
61,443
12,600
0.045
Luís Lada Díaz
32,703
0
0.020
27,608
0
0.017
Santos Martínez-Conde Gutierrez-Barquín
15,677
0
0.010
9,230
0
0.006
53,838
0
0.033
2,148
0
0.001
Ignacio Santillana del Barrio
21,302
0
0.013
31,209
0
0.019
Alberto Terol Esteban
28,159
0
0.017
Adolfo Menéndez Menéndez
Fernando Abril-Martorell Hernández
Enrique de Leyva Pérez
TOTAL PERCENTAGE OF VOTING RIGHTS HELD BY THE BOARD OF DIRECTORS
0,3
14
2
Consolidated Report
Please complete the following tables with details regarding members of the company’s
Board of Directors who own company share options::
Indirect Rights
Name of
Director
Number of
Direct Rights
Name of
Shareholder
with Direct
Rights
Number of
Votes
-
-
Number of
Equivalent
Shares
Percentage of
Total Voting
Rights
A.6. Indicate whether the Company has been notified of any shareholder
agreements that may affect it, in accordance with Articles 530 and 531 of
the Ley de Sociedades de Capital (“Corporate Enterprises Act” or “LSC”). If so,
describe these agreements and list the party shareholders:
Yes
No
Parties to the Shareholder
Agreement
-
A.4. If applicable, indicate any family, commercial, contractual or corporate
relationships that exist among significant shareholders to the extent that they
are known to the company, unless they are insignificant or arise in the ordinary
course of business:
Name of Related Party
-
Nature of Relationship
Brief Description
-
-
A.5. If applicable, indicate any commercial, contractual or corporate
relationships that exist between significant shareholders and the company
and/or group, unless they are insignificant or arise in the ordinary course of
business:
Name of Related Party
-
Percentage of Affected Shares
Brief Description of the
Agreement
-
-
Indicate whether the Company is aware of any coordinated actions among its
Shareholders. If so, provide a brief description:
Sí
No
Parties to the Coordinated Act
-
Percentage of Affected Shares
Agreement
-
-
If any of the aforementioned agreements or coordinated acts have been modified or
terminated during the year, please specify expressly:
Nature of Relationship
Brief Description
-
-
A.7. Indicate whether any individual or company exercises or may exercise
control over the Company in accordance with Article 54 of the Ley de Mercados
de Valores (“Spanish Securities Exchange Act” or “LMV”). If so, please identify
them:
Yes
No
Name of Individual or Company
-
Remarks
-
15
2
Consolidated Report
A.8. Complete the following table with details of the company’s treasury
shares:
At the close of the fiscal year:
Explain any significant changes during the fiscal year, as described in Royal Decree
1362/2007:
Explain significant changes
Number of Direct Shares
Number of Indirect Shares (*)
347,011
Total Percentage of Share
Capital
0.21
15 January 2015
1,718,462 shares acquired, 1.047% share capital.
04 February 2015
24 February 2015
12 March 2015
01 April 2015
23 April 2015
13 May 2015
03 June 2015
24 June 2015
15 July 2015
04 August 2015
28 August 2015
22 September 2015
16 October 2015
12 November 2015
07 December 2015
1,674,480 shares acquired, 1.020 % share capital.
* Results for treasury share transactions in fiscal 2015 was 221m €.
(*) Through:
Name of Direct Shareholder
Number of Direct Shares
-
-
Total:
-
16
2
Consolidated Report
A.9. Provide a detailed description of the conditions and terms of the authority
given to the Board of Directors (hereinafter, the “Board”) at the Annual
Shareholders Meeting (hereinafter, “Meeting”) to issue, repurchase, or alienate
treasury shares:
A.10. Indicate whether there are any restrictions placed on transfer of shares
and/or any restrictions on voting rights. In particular, indicate the existence
of any type of restriction that may inhibit a takeover attempt of the company
through acquisition of its shares on the market.
At the Meeting held on 25 June 2015, under Item 6 of the agenda and with a favourable vote
of 99.87% of the capital present, the Shareholders agreed:
Yes
“To authorise the Board of Directors, in accordance with the provisions of Articles 146 and
509 of the LSC, to buy back the Company’s own shares (as well as pre-emptive rights to the
same) in one or more tranches, either directly or through subsidiaries, by any means allowed
by law, with the express authority to sell or cancel them.
This authority shall be subject to the following conditions:
i. (i) The nominal value of any treasury shares acquired under this authority, when added to
the treasury shares already possessed by the purchasing entity and its affiliates, may not
exceed 10% of nominal capital.
ii. The minimum acquisition price or the minimum amount of consideration to be paid shall be
the par value of the shares acquired and the maximum acquisition price or the maximum
amount of consideration to be paid shall be listed price of the acquired shares on a
regulated secondary market at the time of acquisition.
iii.Acquisition of shares must not result in a reduction of equity below the sum of the value
of treasury shares plus reserves which are unavailable either by applicable law or by the
Bylaws.
It is specifically provided that the acquired shares or option rights to those shares may be
subsequently granted to Directors, management personnel and employees of the Company.
This authorisation is valid for 5 years as of the date of approval and supersedes in all
respects the previous authorisation approved at the Annual Shareholders Meeting held on
24 June 2010.”
No
Description of Restrictions
-
A.11. Indicate if the Shareholders have resolved at a Meeting to adopt
measures to neutralise a take-over bid pursuant to the provisions of Law
6/2007:
Yes
No
If so, please explain the measures approved and the terms under which such
limitations would cease to apply:
A.12. Indicate if the company has issued shares which are not traded on an EU
regulated market.
Yes*
No
The Company carried out in October 2013 an issue of bonds in the amount of 250 M
€, convertible and/or exchangeable for Indra common shares but excluding preferential
shareholder subscription rights. Said bonds are listed on an unregulated market (multilateral
trading facility) called Freiverkehr on the Frankfurt Stock Exchange.
* See Report of Material Fact submitted to the CNMV on 8 October, 2013.
If so, please list each type of share and the rights and obligations conferred on each..
A.9.bis Estimated Working Capital
%
Estimated Working Capital
65.38%
17
2
Consolidated Report
B. ANNUAL SHAREHOLDERS’ MEETING
B.1. Indicate whether there are any differences between the quora established
by the LSC for Annual Meetings and those set by the company and if so,
describe them in detail:
Yes
No
% quorum different from that
contained in Article 193 LSC for
general matters
% quorum different from that
contained in Article 194 LSC for
special resolutions
Quorum required on
1st call
Quorum required on
2nd call
-
-
B.3. Indicate the rules for amending the Company’s bylaws. In particular,
indicate the majorities required for amendment of the bylaws and any
provisions in place to protect shareholders’ rights in the event of amendment
of the bylaws.
Shareholders at Meetings have the right to decide all matters attributed to them by law or
the Bylaws, in particular amendment of the Bylaws, except where, pursuant to applicable law,
this power may be delegated to the Board of Directors.
The Bylaws do not contain any provisions regarding adoption of resolutions amending the
Bylaws in conflict with that contained in the current version of the LSC. Specifically, in
accordance with Article 194 LSC, in order for the Bylaws to be validly amended at either an
Annual or at an Extraordinary Meeting, at first call there must be agreement of Shareholders
present either in person or by proxy that represents at least 50% of subscribed capital with
voting rights; at second call 25% is sufficient. Additionally, in accordance with Article 201
LSC, in order to modify the Bylaws a two thirds majority of the voting capital in attendance
must vote in favour whenever attendance at second call is between 25% and 50%.
Description of differences
B.4. Give details of attendance at annual shareholder meetings held during the
year of this report and the previous year:
-
Attendance Data
B.2. Indicate whether there are any differences in the company’s manner
of adopting corporate resolutions and the manner for adopting corporate
resolutions described by the LSC and, if so, explain:
Yes
% Remote Voting
Date of
Annual
% Physically
Present
% Present by
Proxy
Electronic
Voting
Other
Total
25 June 2015
0.63
66.42
0.01
1.49
68.55%
26 June 2014
0.735
75.31
0.002
0.122
76.169%
No
Describe how it is different from that contained in the LSC.
% established by the company for
adoption of resolutions
Supermajority different from
that established in Article
201.2 LSC for Article 194.1 LSC
matters
Other matters requiring a
supermajority
-
-
Describe the Differences
-
18
2
Consolidated Report
B.5. IIndicate if the bylaws contain any restrictions requiring a minimum
number of shares to attend annual shareholder meetings::
Yes
No
Number of shares required to attend Annual
Meetings
-
B.6. Repealed
B.7. State the address and manner of access to the page on the Company
website where one may find information on corporate governance and other
information regarding annual shareholder meetings that must be made
available to shareholders through the company website. .
The URL of the Company website is
www.indracompany.com.
Under the “Accionistas e Inversores” tab [“Investor relations” on the English site] one
may find, among other hot buttons, “Gobierno Corporativo” [“Corporate governance”]
under which appears “Junta General de Accionistas” [“General Shareholders Meeting”] in a
submenu.
C. COMPANY ADMINISTRATIVE STRUCTURE
C.1. Board of Directors
C.1.1. Maximum and minimum number of Directors established in the
Bylaws:
Maximum Number of Directors
15
Minimum Number of Directors
8
19
2
Consolidated Report
C.1.2. Please complete the following table regarding Directors:
Name of Director
Natural Person
Rep
Director
Category
Position on the
Board
Date First
Named to Board
Last Re-election
Date
Fernando AbrilMartorell Hernández
-
Executive
Chairman
29 Jan, 2015
29 Jan, 2015
Annual
Shareholders
Daniel García-Pita
Pemán
-
Independent
Vice-chair
25 June, 2009
25 June, 2015
Annual
Shareholders
Javier de Andrés
González
-
Executive
CEO
21 June, 2011
26 JUNE, 2014
Annual
Shareholders
-
Independent
Directorl
27 June, 2005
26 June, 2014
Annual
Shareholders
Juan Carlos Aparicio
Pérez
-
Propietary
Director
26 Sept, 2013
26 June, 2014
Annual
Shareholders
Luís Lada Díaz
-
Independent
Directorl
21 June, 2007
27 June, 2013
Annual
Shareholders
-
Proprietary
Director
29 July, 2009
27 June, 2013
Annual
Shareholders
Gutiérrez-Barquin
-
Proprietary
Directorl
27 June, 2013
27 June, 2013
Annual
Shareholders
Adolfo Menéndez
Menéndez
-
Proprietary
Director
26 Sept, 2013
26 June, 2014
Annual
Shareholders
-
Independent
Directorl
30 April, 2015
25 June, 2015
Annual
Shareholders
Rosa Sugrañes
Arimany
-
Independent
Director
26 June, 2008
26 June, 2014
Annual
Shareholders
-
Independent
Directorl
24 June, 2010
27 June, 2013
Annual
Shareholders
Ignacio Santillana del
Barrio
-
Independent
Director
21 June, 2011
26 June, 2014
Annual
Shareholders
Total number of Directors
Method of
Selection to
Board
13
20
2
Consolidated Report
Indicate if any Directors have left the Board during the period subject to this report:
Name of Director
Mónica de Oriol e Icaza
Consejeros externos dominicales
Director Type at Time of
Leaving
Date Director Left
Executive
29 Jan, 2015
Outside, others
30 April, 2015
C.1.3. Complete the following tables regarding the members of the Board
and their categories:
Executive directors
Director Name
Total Number of Executive Directors
Percentage of Board
Position with the Company
Chairman of the Board
Name of Director
Name of Significant
Shareholder Represented or Proposing
Directorship
Corporación Financiera Alba, S.A.
Santos Martínez-Conde Gutiérrez-Barquín
Sociedad Estatal de Participaciones Industriales (SEPI)
Adolfo Menéndez Menéndez
Sociedad Estatal de Participaciones Industriales (SEPI)
Total Number of Proprietary Directors
Percentage of the Board
4
30.76
CEO
2
15.38
21
2
Consolidated Report
Independent directors
Name of Director
Profile
Born in Sevilla in 1960. Architect and Urban Planner, MBA from the Instituto de Empresa, Degree in Executive Management from IESE. She has spent her career in several IT companies such as HP/Compaq,
Vodafone, and Dell, where, in addition to her role as Business Director for Southern Europe she was Chair and Chief Executive for Spain, Portugal and Italy. At NH Hotels, a multinational company operating in more
than 19 countries, she was COO; at Google Inc. she filled the post of Chairman of the Board for Spain and Portugal, and at General Electric, she was chief executive for Spain and Portugal until May, 2009.
Today, she is director at BMN (Banco Mare Nostrum), at Aegón Seguros, España, Egasa XXI, S.A. and Oryzon Genomics, S.A. as well as an associate professor at ESADE.
.
Daniel García-Pita Pemán
Born in 1947. Lawyer. He has spent his entire career at the law firm of J & A Garrigues, which he joined in 1969 and where he is a Managing Partner. He has served as Professor of Business Law at the Universidad
Central de Madrid and as a member of the Governing Board of the Madrid Bar Association. Legal Counsel to numerous organisations and member of the Board of important listed companies, Indra among them, where
he was non-member Secretary until 2009. Currently he is non director Secretary of OHL, S.A., director at Aegón España, S.A. de Seguros y Reaseguros, independent director of DTS Distribuidora de Televisión Digital,
and Chairman of the Board of Andbank. .
Luis Lada Díaz
Born in 1949. Telecommunication Engineer and Académico de Número of the Royal Academy of Engineering, with a long career in Grupo Telefónica where he has been head of Telefónica Móviles and Telefónica de
España. Additionally, he has been a director and leading member of many companies and organizations related to IT. He is an advisor to Assia Inc., non executive Chairman of Grupo Segur, and is a director at Gamesa
Corporación Tecnológica, S.A. as well as at ENCE Energía y Celulosa, S.A..
Ignacio Santillana del
Barrio
Born in 1948. Ph.D in Economics (1978) from the University of Indiana and Doctorate in Economics from the Universidad Autónoma de Madrid (1980). Since December, 2012, he has been Chairman of the Board
of Grupo Santillana Educación Global, S.L. and a member of the board of Prisa Radio, and Cadena Ser. While at Grupo Prisa he served as COO. Before that, he spent his career in the United States as Executive Vice
President at G.T.E. and at Telefónica, where he served as CFO, CEO of Telefónica Internacional, and General Manager of Telefónica. Earlier, he was Chairman of the Empresa Nacional de Inovación and Economist at
the Asociación Española de la Banca Privada. He is a member of the board at the Escuela de Finanzas, AFI. In 1974 he was awarded the Juan March scholarship and in 1978 was a Fulbright scholar.
Other highlights of his career: Chairman of Nokia España and of its Advisory Committee, Director of Banco Gallego, and member of the Advisory Boards of Accenture, Eptisa, and Fundación Albéniz.
Born in 1957. Degree in Business Administration from the Universidad Autónoma de Barcelona. Founding member of Iberia Tiles Corp of Miami, Florida from 1980 until its sale in 2012. Member of the board of
Sabadell United Bank in Florida and of Grupo Rosa Gres de Barcelona.
Born in 1955. Degree in Economics and Business Administration from the Universidad Complutense de Madrid. He began his career at Arthur Andersen where he was made partner and headed various projects. He
was a member of the Board of Partners of Andersen Worldwide. He has been Managing Partner of Garrigues-Andersen. He filled the post of head of Europe for Andersen for a year and a half, and was a member
of the Worldwide Executive Committee. He was also a board member of the Legal and Tax practice for Arthur Anderson. He was a member of the Executive Committee for Deloitte, where he was head of Latin
America and later of Europe, Middle East and Africa. Additionally, Mr. Terol served as managing director of worldwide Legal and Tax practice. He has also been International Senior Advisor for BNP Paribas. Currently
he is Chairman and CEO of several family businesses and Independent Director at OHL, S.A. where he also serves on the Audit, Compliance and Corporate Social Responsibility Committee. He is Independent Director
at International Airlines Group, S.A., where he is a member of the Audit Committee and the Compensation Committee. He is an independent board member at both Aktua Soluciones Financieras, S.A., and Broseta
Abogados..
Born in Sevilla, 1959. Civil Engineering degree from the Universidad Politécnica de Madrid and MBA from Columbia University. Currently he is a Founding Partner at Grupo Magnum and Chairman and Chief Executive
Officer of several companies within the group (among them, Chairman of Grupo NACE Schools). Additionally, he is a director at Bio Oils Energy, S.A. and a member of the Advisory Board of Abante Asesores y
Ambiente Sgr. S.p.A.
His professional career began at Unión Fenosa (1983-1986), then McKinsey & Company, Inc. (1986-2006) where he was CEO of its Spanish affiliate, and Magnum Industrial Partners, S.L., where he has been a
partner since 2006. He has been Chairman of Grupo Geriatros, and Pretersa-Prenavisa, as well as director at Centro Médico Teknon, S.L. and at Iberwind.
Number of Independent Directors
7
53.84
22
2
Consolidated Report
Indicate whether any Independent Director receives from the Company or any
company in the group any amount or benefit other than compensation as a Director, or
has or has had a business relationship with the Company or any company in the group
during the past year, whether in his or her own name or as a significant shareholder,
director or senior executive of a company which has or has had such a relationship.
C.1.4. Complete the following table with information relating to the
number of female Directors at the close of the past 4 fiscal years, as well
as the category of each.
Number of Female Directors
If such is the case, include a statement by the board explaining why it believes that
the Director in question can perform his or her duties as an independent director.
Name of the
Director
Description of the
Relationship
Statement of the
Board
-
-
-
Other outside directors
Indicate the reasons why these Directors are considered neither Proprietary
nor Independent, and detail their ties with the Company or its management or
shareholders:
Name of Director
-
Reason
Company, Director or Shareholder to
whom the Director is Connected
-
-
Total Number of Other Outside Directors
-
-
% of Directors for each Category
Fiscal
year t
Fiscal
year t-1
Fiscal
year t-2
Fiscal
year t-3
Fiscal
year t
Fiscal
year t-1
Fiscal
year t-2
Fiscal
year t-3
Executive
0
0
0
0
0
0
0
0
Proprietary
0
0
0
0
0
0
0
0
Independent
2
2
3
3
28.57
33.33
42.85
42.85
Other Outside
0
1
0
0
0
100
0
0
Total
2
3
3
3
15.38
23.08
21.42
20.13
C.1.5. Describe the means, if any, which have been adopted in order to
attract a number of women to the Board of Directors which will permit
balanced membership of men and women.
Description of Means
The Policy for Selection of Directors approved by the Board has as its goal the achievement by the year 2020
of a number of female members that represents, at least, thirty percent of the total membership of the Board
of Directors. Additionally, the Board Rules of the Company give the Nomination, Compensation and Corporate
Governance Committee in Article 19.4 a) the task of annual verification of compliance with said policy.
Indicate any changes in status that have occurred during the period for each Director:
Name of Director
-
Date of Change
Prior Status
Current Status
-
-
-
23
2
Consolidated Report
C.1.6. Describe the means, if any, agreed upon by the nomination
committed to ensure that selection procedures do not contain hidden
biases which impede the selection of female Directors and that the
Company deliberately seeks and includes women who meet the target
professional profile among potential candidates:
In the event that there are few or no female Directors in spite of any measures
adopted, please explain the reasons that justify such a situation:
Explanation of Reasons
-
Explanation of Means
Article 20.3 of the Board Rules establishes that any individual proposed for appointment to the Board must be of
good personal and professional reputation, sufficiently capable of working with dedication and have no interests
that are incompatible with the position involved.
Furthermore, internal operating rules of the Company provide that the Board and the Nomination, Compensation
and Corporate Governance Committee must take particular care to apply criteria and policies intended to increase
gender diversity on the Board during the process of selecting individuals to become Directors. They have done so
during successive membership turnover in the past few years, it being with Independent Directors and other Outside
Directors that the Board and the Nomination, Compensation and Corporate Governance Committee have the most
power to make changes, as they have the ability to consider a much larger number of potential candidates for the
position of Director.
Specifically, when the post of Ms. De Oriol became available to be filled, the Nomination, Compensation and
Corporate Governance Committee engaged the Spencer Stuart consulting firm to conduct a search for candidates
to fill the post of Independent Director. Said consultant presented an extensive list for analysis by the Nomination,
Compensation and Corporate Governance Committee, which included the professional profiles of women. After
review, the Committee recommended three candidates for the Board, two of whom were women. In the end Mr. De
Leyva was chosen as most closely meeting the required profile.
To this end, the current Policy for Selection of Directors has as its goal the achievement of at least thirty percent
representation by female members on the Board of Directors by 2020. This policy requires that all proposals for
appointment or re-election of Directors be accompanied by a report issued by the Nomination, Compensation and
Corporate Governance Committee evaluating the experience, competence and merits of each candidate. These
reports are published upon call of Annual Shareholders’ Meetings so that each shareholder may be aware of the
current policy and selection procedure for Directors and may verify that it is consistent with best practices in
Corporate Governance.
The two current female Directors account for 15.37% of the total number of Directors, 18.18% of the NonExecutive Outside Directors, and 25.87% of Independent Directors, which, as already mentioned, is the category
in which the Board is most capable of exercising its influence by applying gender diversity policies. It should
be taken into account that both Executive Directors, the Chairman and the CEO, are male. As for Proprietary
Directors, the Board of Directors and the Nomination, Compensation and Corporate Governance Committee can only
recommend that Shareholders consider assigning women to positions as Directors in representation of their equity
interest, although this depends upon women holding top-level positions in their respective organisations, as it is
in the interest of the Company that Proprietary Directors be selected from the highest levels of its Shareholders’
organisations.
C.1.6. (a) Describe the conclusions of the nomination committee regarding
verification of compliance with the selection policy for directors; in
particular, as it relates to the objective of achieving the objective that by
the year 2020 the number of female board members represents at least
30% of the total membership of the board of directors:
As mentioned in the preceding section, the Board of Directors and the Nomination,
Compensation and Corporate Governance Committee have been careful to apply criteria
and policies designed to promote gender diversity among board members in their selection
of persons to take on that role. The Nomination, Compensation and Corporate Governance
Committee concluded that the Company is in compliance with the Selection Policy for
Directors and applied it properly in producing nominees during fiscal 2015. Said Selection
Policy explicitly states as its goal the achievement by the year 2020 of a number of female
directors which represents at least 30% of the members of the Board of Directors..
C.1.7. Explain the form of representation on the Board of shareholders
with significant holdings.
The following are Directors who during fiscal 2015 were Board members in representation of
the interests of significant shareholders:
- Juan March de la Lastra, representing the proprietary interests of Corporación Financiera
Alba, S.A.
- Santos Martínez-Conde Gutiérrez-Barquin, representing the proprietary interests of
- Juan Carlos Aparicio Pérez, representing the proprietary interests of SEPI.
- Adolfo Menéndez Menéndez, representing the proprietary interests of SEPI.
24
2
Consolidated Report
C.1.8. If applicable, please explain the reasons for the appointment of any
Proprietary Directors at the request of shareholders with less than a 3%
equity interest.
Name of Shareholder
Name of Director
Brief Description
All the powers of the Board except those that may not
be delegated by law or the Bylaws..
All the powers of the Board except those that may not
be delegated by law or the Bylaws.
Reason
-
-
C.1.11. Identify any members of the Board who are also directors or
officers in other companies in the group of which the listed company is a
member:
Indicate whether the Board has failed to meet any formal requests for membership
from Shareholders whose equity interest is equal to or higher than that of others at
whose request proprietary directors have been appointed. If this is the case, please
explain why the aforementioned requests were not met.
Yes
C.1.10. Identify the powers delegated to the CEO/s, if any:
Name of Director
No
Name of Shareholder
Explanation
-
-
Name of Group
Member
Position
Does the Director have
Executive Powers?
-
-
-
-
C.1.9. Indicate whether any directors have left their posts before
completion of their terms, whether and by what means the departing
director provided the Board with an explanation for his or her departure
and, if these reasons were provided in writing to the entire Board, specify
the reasons given:
Name of Director
Reason for Departure
Presented his resignation at a plenary session of the
Board once his powers had been revoked.
Mónica de Oriol e Icaza
Presented her resignation at a plenary session of the
Board for professional reasons.
25
2
Consolidated Report
C.1.12. List any directors of your company who are members of the Board
of Directors of other companies listed on official securities markets
other than group companies, and have communicated that status to the
company:
C.1.13. Indicate whether the rules governing the Board limits the number
of boards on which its Directors may hold seats, providing details if
applicable:
Yes
Name of Director
Name of Listed Company
No
Position
Explanation of the rules
Luis Lada Díaz
Gamesa Corporación Tecnológica,
S.A.
Director
Ence Energia y Celulosa, S.A.
Director
Vice Chair
Viscofan, S.A.
Director
Ence Energia y Celulosa, S.A.
Director
OHL, S.A.
Director
International Consolidated Airlines
Group, S.A.
Director
Gutiérrez-Barquín
Article 33 of the Board Rules establishes that a Director must devote the
time and effort necessary to carry out his or her functions adequately.
Therefore, Directors must inform the Board of any activities that could
significantly affect their dedication to the Company.
So far as the number of other boards to which a Director may belong is
concerned, the general rule is that the Director may not belong to so many
that it interferes with the Director’s dedication to the post of Director
at Indra. To that end, the Company’s board members are subject to the
following general limits: (i) Executive directors of the company may only fill
posts on the boards of up to two other listed companies; (ii) non-Executive
directors may only fill posts on the boards of up to four other listed
companies.
CEO
C.1.14. Repealed
ACS Actividades de Construcción y
Servicios, S.A.
Director
Acerinox, S.A.
Director
Bolsas y Mercados Españoles, S.A.
Director
Oryzon Genomics, S.A.
Director
C.1.15. Indicate total compensation received by the Board of Directors:
Board compensation (thousands of euros)
7,407
(1)
Amount of vested pension interests for current members (thousands of euros)
4,663 (1)
Amount of vested pension interests for former members (thousands of euros)
0
(1)
This amount corresponds to the amount acccumlated as of 31 December 2015 in the Early Retirement and Long
Term Savings Plan managed externally by means of an insurance policy, of whom the beneficiaries are the Executive
Directors. .
26
2
Consolidated Report
C.1.16. Identify Senior Management who are not executive directors, and
their total compensation accrued during the year:
Name
C.1.17. Identify any members of the board who are also members of the
board of directors of significant shareholders and/or entities within the
shareholder’s group:
Position
Juan Carlos Baena (1)
General Manager
Eduardo Bonet
General Manager
Name of Director
Name of Significant
Shareholder
Post
Vice Chairman
José Cabello
General Manager
Banca March, S.A.
Chairman
Emilio Díaz (2)
General Manager
CEO
Emma Fernández (2)
General Manager
Banca March, S.A.
Director
Rafael Gallego
General Manager
Artá Capital, S.G.E.C.R., S.A.
Director
Carlos González
General Manager
Deyá Capital, S.C.R., S.A.
Chairman
Javier Lázaro
General Manager
Artá Partners, S.A.
Chairman
Antonio Mora
General Manager
José Manuel Pérez-Pujazón
General Manager
Cristina Ruiz
General Manager
Santiago Roura (2)
General Manager
María Dolores Sarrión
General Manager
Carlos Suárez
General Manager
Juan Tinao
General Manager
(1)
Left his post during the fiscal year o
(2)
Left their posts during the fiscal year
Total Senior Management Compensation (in
1000’s of euros)
Santos Martínez-Conde GutiérrezBarquín
Please detail any relevant relationships, other than those presented immediately
above, between members of the board of directors and significant shareholders of the
Company and/or of companies within the group:
Name of Associated Director
-
Name of Associated Significant
Shareholder
Description of the Relationship
-
-
15,252
The amount shown includes severance payments made to senior managers Ms. Emma Fernández, Mr. Juan Carlos Baena,
Mr. Emilio Díaz and Mr. Santiago Roura upon termination of their employment relationships with the Company (9,706
m€)..
27
2
Consolidated Report
C.1.18. Indicate whether the board rules were amended during the year:
Corporate Governance Committee, the Board evaluates the following criteria in its selection
of candidates:
Yesí
-- The they possess sufficient knowledge, experience and ability in the following areas:
(i) the sectors in which the Company operates and/or other related sectors or sectors
with similar characteristics; (ii) finance, economics and control; (iii) evaluation and
management of executive level staff and highly qualified human resources; (iv) the general
economic environment and geographic markets most important to the Company; and (v)
management and entrepreneurship.
No
Description of Amendment
In its session of 29 July, 2015, the Board of Directors unanimously agreed to amend the Board Rules and approved
the language proposed, in order to harmonize them with changes made to the LSC, adopt their provisions to the Code
of Good Governance for Listed Companies and in order to make stylistic improvements in some of the articles.
This amendment of the Board Rules was communicated to the CNMV and filed with the Registro Mercantil de Madrid
(“Madrid Business Registry”) and immediately upon communication to the CNMV the new version of the Rules in
effect was made available for review on the Company web page (www.indracompany.com) under the section for
Shareholders and Investors, Corporate Governance area.
C.1.19. Specify the procedures for selection, appointment, re-election,
evaluation and removal of Directors: the competent bodies, steps to
follow and criteria applied in each procedure.
Selection: Article 20.3 of the Board Rules establishes that any individual proposed for
appointment must be of good personal and professional reputation, sufficiently capable
of working with dedication, and have no interests that are incompatible with the position
involved. This article also provides that the Nomination, Compensation and Corporate
Governance Committee must rigorously examine those persons nominated to fill the post of
independent director.
Furthermore, Article 8 of the Board Rules gives the following qualitative compositional
requirements for the Board of Directors::
-- That Outside Directors represent a substantially larger component than Executive
Directors.
-- That in order to establish a balance between Proprietary and Independent Directors, focus
should be on the Company shareholder structure, considering the importance of equity
stake as well as the degree of permanence and strategic company connections with the
holders thereof.
-- Ability to devote the dedication required for fulfilment of the post.
Consistent with the provisions of Recommendation 14 of the Code of Good Governance for
Listed Companies, the Board of Directors has approved a Policy for Selection of Directors
which contains all of the current criteria and Company procedures in this regard. For the
most part this information is already public, having been published in the Annual Corporate
Governance Report and in materials supporting proposed resolutions to the Board relevant to
this area and without which no changes or amendments could have been made.
Appointment and Re-election: As established in Article 21 of the Board Rules, members
are nominated, re-elected or ratified by the Shareholders at Meetings or by the Board in
application of the provisions set forth in the LSC and the Bylaws.
Proposals for the appointment, re-election and removal of Directors submitted by the Board
to Meetings for Shareholder consideration, and any decisions taken by the Board pursuant
to its co-opting powers must be based on a proposal by the Nomination, Compensation and
Corporate Governance Committee in the case of Independent Directors and upon proposal by
the Board after a report from the Committee in any other cases.
When the Board does not follow the recommendations expressed by the Nomination,
Compensation and Corporate Governance Committee, it must explain its reasons and enter
them into the record in the minutes.
The criteria applicable to Directors also apply to natural persons representing artificial person
Shareholders.
-- That the Board, along with the Nomination, Compensation and Corporate Governance
Committee, should be especially vigilant that criteria and policies used in the selection of
Directors promote gender diversity.
Under Article 20 of the Board Rules, the Board shall present each proposal for the
appointment or re-election of its members to the Shareholders at Meetings to vote on
separately. Any re-election of Directors shall undergo formal review equal to that applied
when appointing new Directors.
Additionally, in crafting proposals for re-election and appointment of directors that it
submits to Meetings, and after a favourable report from the Nomination, Compensation and
Evaluation: Pursuant to Article 13 of the Board Rules, after using the report from the
Committee as a starting point, the Board performs an annual evaluation of its proceedings
28
2
Consolidated Report
and the quality of its work, as well as the work of its committees. Each of these bodies
performs its own evaluation and prepares a report on its activities and actions during the
year, which is then submitted to the Board. This year, the Report on the Activities of the
Audit and Compliance Committee and of the Nomination, Compensation and Corporate
Governance Committee for 2015 will be published, along with the rest of the information
made available to Shareholders, upon first call of the Annual Shareholders Meeting.
C.1.20. bis Describe the evaluation process and the areas evaluated
by the Board of Directors with the help, if any, of an external advisor,
regarding diversity in its composition and duties, the function and
composition of its committees, the performance of the chairman of the
board and the chief executive officer of the company, as well as the
performance and input from each director.
The evaluation for fiscal 2014 was carried out with the collaboration of external advisors
and consisted of completion of a questionnaire and personal interviews with each Director by
those external advisors.
The evaluation process referred to in the previous section was performed with the
collaboration of external advisors (Egon Zehnder) and consisted of a questionnaire and an
interview by the consultants with each of the Directors.
The evaluation process ended with a satisfactory opinion of its performance and the quality
of the Board’s work and that of its committees in fiscal 2014.
The resulting report concluded that regarding its composition and duties the Board of
Directors is appropriate in its size and in the professional profiles of its membership, and that
the selection process for its members is done in a structured and objective fashion.
Furthermore, the Board must issue an annual evaluation of the work performed by its
Chairman both in this capacity and, separately, as CEO, if applicable. Without prejudice to the
forgoing, in 2015 no such evaluation of the Chairman of the Board was made regarding his
performance in 2014 given that Chairman was replaced in January of 2015..
Termination of Directors: As established in Article 23 of the Board Rules, Directors are
relieved of their duties upon removal at a Meeting, or when they announce their resignation
from or are fired by the Company.
Should the Board propose that an Independent Director be removed before the end of his
or her term, this proposal must arise from good cause and be accompanied by a prior report
from the Nomination, Compensation, and Corporate Governance Committee.
C.1.20. Explain how the annual evaluation of the board has given rise
to significant changes in its internal organization and to procedures
applicable to its activities:
As regards the Committees, it was concluded that their structure is appropriate, that they
have an important role in corporate governance of the Company, and that they act in an
effective manner. It was noted particularly that they perform independently and it was
concluded that they provided adequate information to the Board as a whole, providing
Directors access to information and apprising them of the activities of the committees.
Finally, the evaluation concluded that the performance and input of each Director was
individually satisfactory.
C.1.20.ter. Describe in detail any business relationships which the
consultant or any business within its group maintains with the company
or any company in its group.
N/A
Description of Changes
As indicated in Section C.1.19 above, during fiscal 2015 the Company performed an evaluation of the
performance and work quality of the Board and its committees for fiscal 2014. This evaluation process resulted
in recommendations for improving corporate processes which did not affect internal organization and procedures
applicable to the Board of Directors..
C.1.21. Indicate the situations in which Directors are required to resign:
As established in Article 23 of the Board Rules, Directors must report to the Board and offer
their resignations under the following circumstances:
a) When circumstances arise which are incompatible with, prohibit, or require resignation from
service on the Board in accordance with law.
b) When a Director has seriously breached his or her obligations as a Director, or has
29
2
Consolidated Report
committed an act or omission inconsistent with the duties of diligence and responsibility
required in order to perform the Director’s duties.
c) When continuation of the Director in his or her position may jeopardize the interests of the
Company or adversely affect its standing or reputation or the functioning of the Board.
d) When the Director cannot maintain the necessary dedication to perform his or her duties
effectively.
e) When a Shareholder represented by a Proprietary Director sells its entire equity interest
or reduces its interest to a level that requires a decrease in the number of Proprietary
Directors representing the Shareholder.
f) Should a change occur in the conditions or circumstances concerning an Independent
Director that may strip the Director of independent status.
g) In the event that an Executive Director leaves his management post for any reason when
membership on the Board is predicated on the Executive Director’s status as a senior
manager.
In any event, a Director must inform the Board and, if appropriate, resign under those
circumstances which may damage the credit or reputation of the Company and, particularly,
must inform the Board of any criminal procedures in which the Director is implicated as well
as subsequent proceedings.
Should a Director be formally accused or be subject to the commencement of a criminal
procedure of any kind as described law applicable to companies, the Board of Directors will
investigate the case as soon as possible and, given the circumstances, decide whether or not
the Director should continue at his or her post. All such matters shall be clearly explained in
the Annual Report on Corporate Governance.
C.1.23. Are supermajorities other than those established by law required
for any specific decision?
Yes
No
If so, please describe any differences:
Description of Differences
-
C.1.24. Explain whether there are any specific requirements, other
than those relating to Directors, to be appointed chair of the Board of
Directors.
Yes
No
Description of Requirements
-
C.1.25. Please specify whether the chairman has a casting vote::
Yes
No
Matters Where the Chairman has a Casting Vote
All, except for sessions which, as stipulated in the Board Rules, the Chairman must not attend or in which the
Chairman must abstain from voting.
C.1.22. Repealed
C.1.26. Indicate whether the Bylaws or the Board Rules establish any
limit as to the age of Directors:
Yes
No
Age Limit for Chairman
Age Limit for CEO
Age Limit for Directors
30
2
Consolidated Report
C.1.27. Indicate whether the Bylaws or the Board Rules establish any limit
on the term of Independent Directors other than that required by law:
Yes
Term Limit
No
-
C.1.29. Indicate the number of meetings held by the Board of Directors
during the year, and if applicable, the number of times that the Board
met without the Chairman being present. Meetings where the Chair sent
specific proxy instructions are to be counted as attended.
Number of Board Meetings
15
Number of Board Meetings without the Chairman
Even before passage of the law limiting the term of office of independent directors to a
maximum of 12 years as first established by Order 461/2013 ECC and then Article 529
(12) of the LSC, the Company had already implemented such a rule and other rules regarding
renewal of said terms of office.
Specifically, in accordance with Article 21 of the Board Rules on the regular rotation of Board
membership, at the beginning of 2005 the Board agreed to apply the following criteria
pursuant to recommendations submitted by the Nomination, Compensation and Corporate
Governance Committee: Independent Directors may not hold positions on the Board for
longer than four terms (fixed at 3 years each), and that rotation of Board membership be
accomplished on a gradual and ongoing basis.
C.1.28. Indicate whether the Bylaws or Board Rules establish specific
proxy rules for votes at board meetings, how they are to be delegated
and, in particular, the maximum number of delegations that a director
may have, as well as if any limit regarding the category of director to
whom votes may be delegated and whether a Director is required to
delegate to a Director of the same category. If so, please briefly describe
the rules.
In addition to applicable legislation, Article 14.2 of the Board Rules stipulates that, if a
Director is unable to attend a meeting, the Director should try to submit a proxy, preferably
with voting instructions, unless, in the Director’s opinion, this would not be appropriate.
The proxy may be sent by e-mail, letter, fax, telegram or any other valid means where
transmission is verifiable. Non-Executive Directors may submit a proxy only to another nonExecutive Director.
0
If the chairman is also an executive director, indicate the number of meetings held
where there was neither attendance nor representation of any executive director and
where the meeting was chaired by the coordinating director.
Number of Meetings
3 (*)
(*) Number of meetings in which he was not present or abstained on account of dealing with 1) his initial compensation
2) compensation package and objectives to be applied consistent with the Compensation Policy; and 3) approval of his
contract as chief executive of the Company.
Please specify the number of meetings held by each committee of the Board during
the fiscal year:
Number of meetings held by the Executive Committee
-
Number of meetings held by the Audit Committee
15
Number of Meetings held by the Appointment and Compensation
Committee
12
Number of meetings held by the Appointment Committee
-
Number of meetings held by the Compensation Committee
-
Number of meetings held by the Strategy Committee
4
31
2
Consolidated Report
C.1.30. Indicate the number of meetings held by the Board of Directors
during the year in which all of its Directors were present. For the
purposes of this section, proxies given with specific instructions should
be considered as attendance:
Number of meetings when all Directors attended
15
% of attendance over total votes during the fiscal year
100%
C.1.31. Indicate whether the individual and consolidated financial
statements submitted to the Board for approval were previously certified:
Yes
audit and obtaining, if applicable, specific reports from the audit firm dealing with the audit’s
chief points, its development and its progress. The Audit and Compliance Committee also
evaluates the management team’s response to recommendations by the external auditors
and mediates any differences between the two parties with regard to the principles and
criteria applied to the preparation of the financial statements.
Before the financial statements are prepared by the Board, the Audit and Compliance
Committee issues a report or recommendation to the Board, where one of the main factors
considered is to expressly identify any aspects that may potentially lead to a qualified
opinion in the auditors’ report, making any relevant recommendations to avoid a qualified
opinion being issued.
C.1.33. Is the secretary of the board also a director?
No
Yes
Identify, if applicable, the person/s who certified the individual and consolidated
financial statements of the Company for preparation by the Board:
Name
No
If the secretary is not a director, please complete the following table:
Position
CEO
Javier Lázaro Rodríguez
CFO
C.1.32. Explain any measures established by the Board of Directors to
prevent the individual and consolidated financial statements prepared by
the Board from being submitted to the annual shareholders’ meeting with
a qualified audit opinion.
Article 39.2 of the Board Rules establishes that the Board of Directors must prepare the
financial statements in such a way that there is no cause for either reservations or a qualified
opinion by the auditor. It also stipulates that the Board must require the external auditors,
along with the chairman of the Audit and Compliance Committee, to make a clear explanation
of any qualified opinion to the Shareholders at the Annual Meeting.
The Audit and Compliance Committee also carries out comprehensive and detailed oversight
of the preparation of financial statements and of the audit process from the initial planning
stage, holding the necessary meetings and conversations with the audit firm regarding the
Name of the secretary
Representative
José Antonio Escalona de Molina
-
-
-
C.1.34. Repealed
C.1.35. Indicate any concrete measures established by the company to
ensure the independence of its external auditors, financial analysts,
investment banks, and rating agencies.
The Audit and Compliance Committee, in fulfilling the duties assigned to it by the Bylaws and
the Board Rules, conducts a qualitative and quantitative analysis of the material aspects and
options considered regarding the work of the external auditor.
The Audit and Compliance Committee and the Board of Directors pay special attention
to ensure that the external auditor’s work is done with complete independence, and to
accomplish this they specifically review the periodic rotation regime for the partner in charge
32
2
Consolidated Report
of the teams which perform the audit, as well as the relative amount of fees charge for
services other than audit. The Audit and Compliance Committee publishes their analysis
in an annual Report drafted for said purpose in accordance with the provisions contained
in applicable law, and which is made available to Shareholders upon call of the Annual
Shareholders’ Meeting.
For their part, the external auditors annually deliver formal, written confirmation to the
Committee by means of a letter signed by the partner responsible for the Indra Sistemas,
S.A. and its consolidated group account. This statement of independence confirms that the
auditor of the financial statements for the Company has not encountered during the fiscal
year any of the grounds for incompatibility recognized in the Ley de Auditoría de Cuentas
(“Financial Auditing Act” or “LAC”) which might interfere with the exercise of its functions in
an independent fashion.
As regards relationships with financial analysts and investment banks, the Company makes
frequent presentations and conference calls describing results and other events for these
institutions during which business development and the scope and extent of the Group’s
most important economic and financial matters are described, in a matter that guarantees
equal treatment of all.
All presentations to analysts are delivered beforehand to the CNMV, with the goal that
the markets be informed of their contents through their website. Such presentations are
published immediately on the Company website.
The office of Investor Relations, as part of the Finance Department, performs the duty
of serving as the channel of communications for financial professionals and institutional
investors and manages inquiries from them, guaranteeing equal treatment of all.
The Board of Directors, in compliance with the provisions of Recommendation 4 of the Code
of Good Governance for Listed Companies, has approved and made available on the company
website the Company’s current Policy on Communication and Contact with Shareholders,
Institutional Investors and Proxy Firms.
.
C.1.36. Indicate whether the Company changed its external auditor
during the year. If so, please identify the incoming and outgoing auditor:
Yes
No
Outgoing Auditor
Incoming Auditor
-
-
If there were any disagreements with the outgoing auditor, please provide an
explanation:
Sí
No
Explanation of Disagreements
-
C.1.37. Indicate whether the audit firm provides any non-audit services
to the Company and/or its Group and, if so, the fees paid and the
corresponding percentage of total fees invoiced to the Company and/or
Group:
Yes
No
Company
Group
Total
Amount invoiced for non-audit services (1000’s of euros)
112
92
204
Amount invoiced for nonaudit services/ Total amount invoiced by
the audit firm (in %)
16%
9%
12%
33
2
Consolidated Report
C.1.38. Indicate whether the auditors’ report on the financial statements
for the preceding year contains a qualified opinion or reservations. If so,
please explain the reasons given by the Chair of the Audit Committee to
explain the content and extent of the aforementioned qualified opinion
or reservations.
Yes
No
C.1.40. Indicate whether there is a procedure whereby directors may
contract with outside advisors, and provide details if applicable:
Yes
No
Explanation of Procedure
Article 26 of the Board Rules provides that, in order to obtain appropriate information and advice regarding the
exercise of their duties, Directors may engage at Company expense legal, accounting or financial advisors or any
other experts.
-
This engagement must focus on specific, relevant and complex problems that may arise in the performance of the
duties of a Director.
C.1.39. Indicate the number of consecutive fiscal years the current audit
firm has been auditing the financial statements of the company and/or
group. Furthermore, indicate the number of fiscal years audited by the
current audit firm as a percentage of the total number of fiscal years that
the financial statements have been audited:
Number of Consecutive Fiscal Years
Number of fiscal years audit by the
current audit firm/ number of fiscal
years the Company has been audited
(in %)
Company
Group
24
24
96%
96%
The request to engage external advisory services must be delivered to the Chairman and authorized by the full
Board, which may deny the request under the following circumstances:
I. outside advice is not necessary for the adequate performance of duties assigned to Outside Directors;
II. the size or the importance of the problem relative to the financial condition of the Company does not justify the
cost;
III. the assistance or advice required can be suitably provided by the Company’s experts and technical personnel; or
IV.confidential information may be put at risk.
34
2
Consolidated Report
C .1.41. IIndicate whether there is a procedure for providing information
to directors to allow them to prepare for meetings of administrative
bodies with sufficient notice. If so, explain the procedure:
Yes
No
C.1.43. Indicate whether any member of the board of directors has
notified the company that he or she has been tried or notified that
judiciary proceedings have been filed against him or her, for any offences
described in Article 213 of the LSC.
Yes
No
Explanation of Procedure
Name of Director
Article 14 of the Board Rules establishes that the Board must prepare an annual schedule of regular meetings and
approve a formal list of issues to discuss at these meetings, and that notice of these meetings must always include
the agenda for the meeting and be accompanied by any relevant information on the issues to be discussed. Notice
of meetings is to be given, except in urgent circumstances or when otherwise necessary, no less than three days
prior to the date of the meeting. In accordance with Article 11 of the Board Rules, the Chairman of the Board must
ensure that Directors receive appropriate information on the issues to discuss with sufficient notice in advance of
the meeting in question.
-
Article 26 of the Board Rules also establishes that all Directors have the authority to obtain information on any
matter related to the Company, to examine the books, records, documents and any other material on the Company’s
operations, and to inspect all the Company’s facilities.
Additionally, Article 30 of the Board Rules establishes that all Directors are responsible for the diligent procurement
of information on the Company’s condition and development, as well as preparing for the meetings of the Board and
any committees to which they belong.
Yes
No
Explain the Rules
Article 23 of the Board Rules establishes that Directors must inform the Board and, if applicable, resign under those
circumstances which may damage the credit and reputation of the Company and, particularly, inform the board of
any criminal accusations against the Director as well as the results of any further proceedings. In addition, should
a Director be formally accused or be subject to the commencement of a criminal procedure of any kind as described
laws governing the Company, the Board of Directors will investigate the case as soon as possible and, given the
circumstances, decide whether or not the Director should continue at his or her post.
Remarks
-
-
Indicate whether the Board of Directors has examined the case. If so, explain in detail
the decision taken as to whether the director in question should continue in his or her
position or, if applicable, describe any actions taken by the board up to the date of this
report, or which it intends to take.
Yes
No
Decision/Action Taken
-
C.1.42.Indicate whether the company has established rules whereby
directors must provide information regarding and, if applicable, resign,
in any circumstances that may damage the Company’s standing and
reputation. If so, provide details:
Criminal Charge
Explanation
-
C.1.44. Detail any material agreements entered into by the company
which enter into force, are modified or are terminated in the event of a
change in control of the company following a public takeover offer, and
their effects.
In the exercise of powers granted at the Annual Meeting of Shareholders held on June 21,
2012 and as announced as a Material Fact to the CNMV, the Board of Directors of Indra
agreed in October 2013 to issue bonds amounting to 250 M€ which are convertible and/or
exchangeable for Indra common shares without pre-emptive rights and to be listed on the
unregulated market (multilateral trading facility) called Freiverkehr of the Frankfurt Stock
Exchange.
In the document entitled “Terms and Conditions” of the issue, early maturity of the bonds
at the request of the bondholders is discussed in the event of a change of control. In the
event of change of control which is not the result of a takeover bid, bond payout will be
bond principal plus accrued interest until the redemption date. In the event of a takeover
bid, bondholders may choose the greater of the following values: the principal amount plus
accrued interest to the date of redemption or repurchase price (equivalent value of the
35
2
Consolidated Report
takeover bid applied to the bonds) plus interest accrued up to the redemption date.
.
Type of Beneficiary
12
Description of agreement
The current Executive Chairman has a temporary right to severance equivalent to the
difference between the vested amount accumulated in his Early Retirement and Long
Term Savings Plan at the moment of termination of his business relationship with the
Company and an amount equal to one year’s total compensation. The contract of the
CEO does not contain any golden parachute or severance clause.
Senior Management
Managers
Annual Shareholders Meeting
-
X
Yes
No
X
-
Body Authorizing the Severance Clauses
C.1.45. Identify generally and describe in detail any agreements made
between the company and its directors, executives or employees
containing indemnity or golden parachute clauses in the event of
resignation or dismissal or termination of employment without cause
following a takeover bid or any other type of transaction.
Number of
Beneficiaries
Board of Directors
Six senior managers had during 2015 temporary decreasing severance clauses
amounting to between 0.4 and 1.1 times their total annual compensation. This
amount will decrease continuously and reach zero once the sum of (i) the vested
amount for each one of them in their Long Term Early Retirement and Savings Plan (of
which the senior managers are beneficiaries and to which the Company makes annual
contributions), and (ii) the amount of severance to which they would be entitled in the
event of termination of their prior employment relationship without cause, reaches the
gross amount equal to 45 days’ salary for each year of service counted from the date of
hire, up to a maximum of 42 months’ salary
The contracts of 8 managers of the Company include specific severance clauses
which provide for compensation in case of termination of their ordinary employment
relationship neither for cause nor because of voluntary resignation; these severance
amounts are higher than would normally be payable in accordance with the Spanish
labour law. However, these contracts are unique to the individual and the vast majority
are in response to conditions negotiated for hiring on with the Company or are terms
negotiated with third party companies that have become part of Indra.
Report made to the Annual Shareholders
Meeting Regarding the Severance Clauses
C.2. Committees of the board of directors.
C.2.1. Provide details of all committees of the Board of Directors, their
membership, and the proportion of Executive, Proprietary, Independent
and Other External Directors that make them up:
Executive Committee
Name
-
Post
Category
-
-
% of Executive Directors
-
% of Proprietary Directors
-
% of Independent Directors
-
% of Outside Directors
-
Indicate if these contracts have been communicated to and/or approved by
management bodies of the Company or of the Group:
36
2
Consolidated Report
Explain the duties exercised by this committee describe the rules and procedures it
follows for its organization and function, and briefly describe its most important acts
during the fiscal year.
Explain the duties exercised by this committee, describe the rules and procedures it
The Audit Committee is composed of five members, all of them Outside Directors. (Article 18 of the Board Rules
provides that it be composed entirely of Non-executive Directors, with a minimum of three and a maximum of five).
Of the five members, three of them are Independent.
Indicate if the composition of the executive committee reflects the participation of
different categories of directors on the board of directors:
Yes
Its Chairman must be an Independent Director and must be replaced at least once every four years, with the
possibility of re-election after one year has elapsed from the date of his or her stepping down from the chairmanship.
In choosing the Chairman, special attention must be paid to his or her knowledge and experience in matters relating
to auditing and accounting.
No
If Not, explain the composition of the executive committee by category of director
In the event of the Chair´s absence, the meeting is to be chaired by an Independent Director appointed for this
purpose by the Committee.
-
The duties and powers of the Audit and Compliance Committee, in addition to those assigned to it by applicable law,
are found in Article 18 of the Board Rules:
Post
Category
a. Ensure that the Board is able to present financial statements in the auditors’ report to the Annual Meeting
which do not contain limitations or reservations. In those exceptional cases where a reservation might exist, the
chairman of the committee as well as the auditors will clearly explain to the Shareholders the substance and the
scope of said limitations or reservations
Chairman
Independent
b. Supervise the Company’s internal audit team to ensure that it properly manages internal information and control
systems.
Alberto Terol
Member
Independent
Enrique de Leyva
Member
Independent
Juan Carlos Aparicio
Member
Proprietary
Member
Proprietary
Audit Committee
Name
Ignacio Santillana
-
-
% of Executive Directors
0
40
60
% % of Outside Directors
c. As regards internal information and control systems: (i) supervise the process of drafting financial information
regarding the Company and if applicable, the group, and ensure that it is complete. Specifically, review all
normative requirements, the proper scope of consolidation and the entirety of applicable accounting rules; (ii)
ensure that internal audit is independent; propose the selection, appointment, re-election and dismissal of
the head of the internal audit service; propose the budget for such service; approve its goals and work plans,
ensuring that its activities are focused primarily on material risks to the Company; receive periodic information
on its activities; and verify that senior management considers the conclusions and recommendations contained
in its reports; and (iii) establish and supervise measures whereby employees can confidentially report, and where
possible and appropriate anonymously, any potentially significant irregularities that they detect in the Company,
especially those of a financial or accounting nature..
d. As regards the external auditor: (i) in the event of resignation of the external auditor, examine the circumstances
which led to it; (ii) ensure that the compensation paid to the external auditor does not compromise its
independence; (iii) propose that the Board file a Report of Material Fact to the CNMV when there is a change
of auditors, along with a statement relating any disagreements that arose with the outgoing auditor and, if
applicable, the contents thereof; and (iv) ensure that the Company and the external auditor comply with applicable
law regarding delivery of services other than auditing, regarding limits on the concentration of the auditor’s work
and, in general, rules regarding the independence of the auditors. .
0
37
2
Consolidated Report
Identify the director member of the audit committee who has been appointed taking
into account his or her knowledge and experience in matters of accounting, audit or
both, and state the amount of time the chairman of this committee has held his or her
post.
Name of director with experience
Ignacio Santillana
Number of years as chair
6 months
This committee is required to be chaired by an Independent Director. When the chairman is absent, meetings are to
be chaired by the Independent Director named by the committee for this purpose. In any event, the Chairman of the
Board – if Executive – or the CEO are to be consulted and called to meetings of the committee when it deliberates on
issues relating to Senior Management other than themselves. Additionally, the committee is to consult the Chairman
of the Board and the Company CEO particularly when matters relevant to executive directors are to be considered.
Notwithstanding any other tasks that may be assigned to it by applicable law, the mandate of the Nomination,
Compensation and Corporate Governance committee is as follows:
Nomination and Compensation Committee
Name
The Nomination, Compensation and Corporate Governance Committee is composed of five members, all of them
non-Executive Directors (Article 19 of the Board rules requires that the Committee be composed exclusively of nonExecutive Directors, with a minimum of three and a maximum of five). Of the five members of the Committee, 3 are
Independent Directors.
Post
Category
Chairman
Independent
Isabel Aguilera
Member
Independent
Adolfo Menéndez
Member
Proprietary
Rosa Sugrañes
Member
Independent
Member
Proprietary
a. Annually verify compliance with the policy on selection of directors approved by the Board of Directors.
b. Verify the contents of the Annual Corporate Governance Report.
Daniel García-Pita
c. Ensure that non-Executive Directors have sufficient availability in order to properly perform their duties.
d. Draft a report in advance for the use of the Board in making its annual self evaluation.
e. Propose contract terms for senior managers.
-
-
40
60
0
f. Verify compliance with compensation policies established by the Company.
g. Periodically review the compensation policy for Directors and senior managers, including rules for delivery of stock,
as well as ensuring that individual compensation is proportional to that which is paid to other directors and senior
managers within the Company.
h. Ensure that potential conflicts of interests do not undermine the independence of external advice delivered to
the committee.
i. Verify the information regarding compensation of directors and senior managers contained in corporate
documents, including the Annual Report on Director Compensation.
j. Make advance reports to the Board of Directors regarding non arms’ length transactions.
k. Propose to the Board amendments which it deems appropriate to the Company’s Corporate Governance rules,
explaining the rationale behind the proposal.
l. Report to the Board, prior to the Board’s approval, on information which the Company makes public and which falls
within the scope of the committee’s mandate.
38
2
Consolidated Report
Nomination Committee
Name
Post
Category
-
-
-
-
-
-
Explain the duties exercised by this committee describe, the rules and procedures it
-
Strategy Committee
-
-
-
-
-
Explain the duties exercised by this committee describe, the rules and procedures it
-
Name
Post
Category
Chair
Executive
Adolfo Menéndez
Member
Proprietary
Alberto Terol
Member
Independent
Enrique de Leyva
Member
Independent
Ignacio Santillana
Member
Independent
Isabel Aguilera
Member
Independent
Juan March
Member
Proprietary
Luis Lada
Member
Independent
Compensation Committee
Name
Post
Category
-
-
-
-
-
-
-
-
-
-
-
-
% of proprietary directors
25
% of independent directors
62.5
% of other external directors
0
% executive
12.5
39
2
Consolidated Report
The Strategy Committee is made up of eight members, one Executive, two Proprietary, and five Independent. Article
17 of the board Rules provides that it is to be made up of a minimum of five and a maximum of eight members. The
Chairman of the Board is to preside and the majority of its members are to be external directors, and there should be
a similar proportion of Independent and Proprietary Directors on the committee as exists on the Board.
Without prejudice to other functions which the Board may assign to it, the committee has the following duties and
authority:
C.2.5. Indicate, where applicable, the existence of any regulations
governing Board committees, where these regulations may be found,
and any amendments made to them during the fiscal year. State also
whether any annual reports on the activities of each committee have
been voluntarily prepared.
The composition, organisation and areas of competence of the Board committees are
regulated by the Board Rules, which are permanently available for consultation on the
Company’s website (www.indracompany.com) and on the website of the CNMV.
Each of these Committees, as well as the Board itself, prepares an annual report detailing its
activities and accomplishments during the year, in accordance with Board Rules. This report
is submitted to the Board for its annual evaluation of its own performance and the quality of
its work and that of its Committees.
a. Report and make proposals to the Board of Directors regarding general strategy for the Company.
b. Verify progress in the execution of approved strategic plans and actions.
c. Make a report to the Board before it approves transactions, investments or divestitures which because of their
amount or subject matter would be material to the general strategy of the Company
In accordance with the recommendation made by the CNMV, and as has been the case since
2003, the Report on the Activities of the Audit and Compliance Committee was published
when Shareholders were called to the 25 June 2015 Meeting, along with the rest of the
information made available to Shareholders. For this fiscal year, the report of the Nomination,
Compensation and Corporate Governance Committee will also be made public.
C.2.2. Complete the following table with information regarding the
number of female directors who were members of board committees at
the close of the past four fiscal years:
Number of Female Directors
Fiscal year t
Fiscal year t-1
Fiscal year t-2
C.2.6. Repealed
Fiscal year t-3
Number
%
Number
%
Number
%
Number
%
Audit Committee
0
0
1
20
1
20
1
20
Nomination and
Compensation
Committee
2
40
1
20
2
40
2
40
Strategy
Committee
1
12.5
_
_
_
_
_
_
C.2.3. Repealed
C.2.4. Repealed
40
2
Consolidated Report
D. RELATED-PARTY AND INTRAGROUP TRANSACTIONS
D.1 Describe, if applicable, the procedure for approval of related party and
intragroup transactions.
Procedure for Approval of Related Party Transactions
D.2. Describe any transactions which are significant, whether because of the
amount involved or subject matter, entered into between the company or
entities within its group and the company’s significant shareholders:
Name of Significant
Shareholder
Name of Company within
the Group
Nature of the
Relationship
Type of
Transaction
Amount
(1000’s
of euros)
CORPORACIÓN FINANCIERA
ALBA, S.A.
BANCA MARCH, S.A.
CONTRACTUAL
Other (1)
5
The Board of Directors, after review of a report from the Nomination, Compensation and
Corporate Governance Committee is required to be aware of and to authorize before its
execution any direct or indirect transaction between the Company and any related party, as
that term is defined under law.
ALBA, S.A.
BANCA MARCH, S.A.
COMMERCIAL
Services
Rendered (2)
3,111
ALBA, S.A.
BANCA MARCH, S.A.
CONTRACTUAL
Commitments
Undertaken (3)
2,465
Transactions are judged from the point of view of equal treatment and market conditions.
ALBA, S.A.
BANCA MARCH, S.A.
COMMERCIAL
Operational
Leasing Contracts
72
SEPI
VARIOUS GROUP
COMPANIES
COMMERCIAL
Operational
Leasing Contracts
1
SEPI
VARIOUS GROUP
COMPANIES
COMMERCIAL
Services
Received (4)
263
SEPI
VARIOUS GROUP
COMPANIES
COMMERCIAL
Services
Rendered (2)
14,698
In the case of recurring nonsignificant transactions conducted in the Company’s ordinary
course of business and carried out under market conditions, where it is understood by
“nonsignificant” that information regarding such transactions need not be separately
published in order to give a fair representation of the entity’s net worth, financial position or
financial results, authorization by the Board of the general line of activity is sufficient.
The authorization referred to in the preceding paragraph shall not be required, however, when
the non arms’ length transaction in question meets all three of the following conditions:
(1) Commissions paid for management of loan guarantees
• The transactions are carried out under conditions which are standard and of general
application to a large number of clients;
(2) Services rendered by Indra in the ordinary course of business
(3) Maximum amount of credit lines
(4) Services rendered to Indra necessary for the conduct of its business
• They are carried out under pricing regimens generally applicable for the good or service
provided; and
• The amount does not exceed 1% of the annual consolidated revenues of the Company in
the case of transactions with Shareholders or 20,000 € in the case of transactions with
Directors.
All transactions with shareholders have been authorized in accordance with Board Rules and
were carried out in the Group´s ordinary course of business and under market conditions, and
do not represent, either separately or in the aggregate, a significant portion of the assets,
financial condition or business activity of the Group, notwithstanding the policy of the
Company to provide detailed information regarding all of them within this report..
41
2
Consolidated Report
D.3. Describe any transactions which are significant, whether because of
their amount or subject matter, entered into between the company or entities
within its group and administrators or managers of the company:
D.5. Indicate the amount of any transactions conducted with other related
parties.
Name of Party
Name of
administrator or
Manager
Name of the
related party
Relationship
Type of
Transaction
Amount (1000’s
of euros)
-
MONICA DE ORIOL E
ICAZA
INDRA SISTEMAS,
S.A.
CONTRACTUAL
COMMERCIAL
Transactions with Directors do not represent, either separately or in the aggregate a
significant portion of the business or the turnover of the Company, were carried out in the
Company´s ordinary course of business and under market conditions, and were authorized by
the Board of Directors in accordance with Board Rules. Notwithstanding the forgoing, it is
the policy of the Company to provide detailed public information regarding such transactions.
D.4.Report any material transactions carried out by the company with other
entities belonging to the same group, provided that these are not eliminated in
the preparation of the consolidated financial statements and do not form part
of the Company’s ordinary business activities in terms of their purpose and
conditions:
In any event, note any intragroup transaction conducted with entities established in
countries or territories which are considered tax havens:
-
Nature of the
Transaction
Type of
Transaction
Amount (1000’s
of euros)
-
-
-
-
211(1)
(1) Refers only to the first four months of fiscal 2015 during which Ms. de Oriol was a Director at Indra..
Name of Entity within the
Group
Name of Party within the
group
Transaction
Amount (1000’s of euros)
-
-
D.6. Describe the mechanisms in place to detect, determine and resolve
potential conflicts of interest between the company and/or its group and its
directors, senior management or significant shareholders.
Under the provisions of Article 31 of the Board Rules, a conflict of interest shall exist in the
event that the interests of the Company or any member of its group are directly or indirectly
in conflict with the personal interests of the Director. A personal interest shall include
matters which affect the Director or a person connected to him or her. Directors shall take all
means necessary to avoid finding themselves in situations where their interests may enter
into conflict with the interests of the Company and the duties owed to the Company.
In particular, the duty to avoid conflicts of interest requires that the Directors avoid:
a)Conducting business with the Company other than nonsignificant, routine transactions
conducted under standard conditions and whose import is such that information regarding
such transactions need not be separately published in order to give a fair representation of
the entity’s net worth, financial position or financial results.
b)Using the name of the Company or using their status as Directors thereof to unduly
influence the results of private transactions.
c)Making use of Company assets, including insider information for their own benefit.
d)Taking advantage of business opportunities belonging to the Company.
e)Obtaining benefits or monetary gain from third parties other than the Company and
members of its group arising from the completion of the Directors’ duties, other than de
minimis amounts.
Additionally, Directors must communicate any direct or indirect conflict of interest which may
arise with the Company.
Directors must also communicate (i) duties which they fulfil on other boards of directors to
42
2
Consolidated Report
which they belong, whether the company be listed or not, as well as any other compensated
activities in which they engage, regardless of nature; and (ii) equity interest in the Company
as well as any Company stock options they control, whether directly or indirectly.
Indicate if the respective areas of activity and business relationship between the
listed companies has been defined publically and precisely, as well as between the
subsidiary and other members of the Group.
Notwithstanding the aforementioned, the Company may dispense with the prohibitions
contained this section on a case by case basis and authorize: (i) certain transactions between
a Director or a related person and the Company; (ii) the use of certain company assets; (iii)
pursuit of a specific Company business opportunity; (iv) exploitation of an opportunity; or (v)
compensation from a third party.
Yes
Authority must be ratified at an Annual Shareholders’ Meeting when its purpose is to exempt
the Director from the prohibition against exploiting an opportunity or receiving payment from
third parties, or when the transaction’s value exceeds 10% of corporate assets.
In all other cases, authority may be granted by the Board of Directors provided that the
independence of the Directors granting such authority is ensured as well as a lack of risk to
Company assets and, when applicable, the transaction is conducted under ordinary market
conditions and transparently.
For events described in the fourth paragraph above, the Board, following a report from
the Nomination, Compensation and Corporate Governance Committee, is required to order
the adoption of such measures as it considers necessary to safeguard the interests of the
Company.
The Company will make public any situations of conflict of interest in which Directors may
find themselves in accordance with applicable law
.
D.7. Is there more than one company in the Group listed in Spain?
Yes
No
Please name the listed subsidiaries:
Listed Subsidiaries
-
No
Describe the business relationship between the parent and subsidiary listed companies as well as
between the subsidiary and other members of the Group
-
Identify measures taken to resolve potential conflicts of interest between the listed
subsidiary and the other companies in the Group:
Measures taken to resolve potential conflicts of interest
-
E. RISK MANAGEMENT AND CONTROL SYSTEMS
E.1. Explain the scope of the company’s Risk Management and Control System,
including tax compliance risk
The Risk Management and Control System at Indra is a process driven by the Board of
Directors and Senior Management whose responsibility falls on each and every member
of the Organization which aims to provide reasonable assurance of achieving stated goals,
added value, and an adequate level of assurance to Shareholders, other stakeholders, and the
market in general.
In order to bring achieve these goals, the Board of Directors, by means of the Audit and
Compliance Committee, supe3rvises the effectiveness of the internal evaluation and control
system for material risks, established in accordance with a set of key operating principles
within the framework of the Risk Management Control System, and adapting them to the
specific needs of Indra.
a)Value Protection: Seeing Risk Management and Control as a system which creates and
protects generated value for all stakeholders.
43
2
Consolidated Report
b)Integrity: The Risk Management and Control System covers the entire Indra Group, from
the corporate level to the distinct business units, regardless of geographic location, and is
incorporated into the process of strategic planning, in the definition of business objectives,
and in day to day operations in order to achieve its goals.
c)Homogeneity: Establishment of a common definition for risk, including within that
definition any potential event which might negatively affect business goals.
d)Independence: The Organization’s Risk Management and Control System at Indra
guarantees adequate functional segregation between the distinct elements of which
it is comprised; that is, between the areas which assume and manage risk and the areas
responsible for coordination, control and supervision.
e)Proactivity: Encourage a proactive management of risk which incorporates controls
during design processes which aid risk mitigation, implementing contingency plans and
establishing coverage for risk whenever possible.
f)Coherence: Generally speaking, risk management should be done with coherent criteria
regarding the magnitude of risk and the costs required to reduce it. Additionally, Risk
Management and Control should be consistent the rest of processes at Indra and its
business model.
g)Information: Guarantee the existence of mechanisms which assure adequate reporting
to the administrative bodies charged with risk control (Steering Committee, Audit and
Compliance Committee, and the Board of Directors)
The Risk Management and Control System at Indra is based on management of business
units, processes, corporate geographies and areas, and is an integral part of the decision
making process at Indra.
The Risk Management and Control System methodology establishes means for identification
and evaluation of risks, as well as follow-up on control activities and defined action plans,
allowing reasonable management of the risks to which the Company is exposed.
The Global Risk Map is reported periodically to the Audit and Compliance Committee for
review, as well as to the Board of Directors.
E.2. Identify the bodies within the company responsible for creating and
executing the Risk Management and Control System, including tax compliance
risk.
Pursuant to Article 5 of the Board Rules, the Board of Directors reserves its general duty of
supervision and control as a non-delegable function.
The Audit and Compliance Committee performs a periodic review of the efficacy of the Risk
Management and Control System, ensuring that major risks are identified, managed, and
adequately communicated.
For its part, Senior Management has the responsibility of promoting a culture of risk
management at all levels, defining the functions and responsibilities within the framework of
the Risk Management and Control System, and supervising action plans and work stemming
from the process of Risk Management.
Internal Audit, for its part, delivers recommendations to the Organization which contribute
to reduce to reasonable levels the potential impact of which may interfere with the
Organization’s reaching its goals.
E.3. Give the primary risks, including tax compliance risks, which may affect
the achievement of business objectives.
In the development of core business activities, Indra is subject to various risks inherent in
the different businesses and geographies in which it operates, the following of which are
noteworthy:
• External Risks, related to the difficulty in adapting to the environment or market within
which Indra operates, including those which arise from being present in particular countries
or geographic zones.
• Operational Risks, arising from potential threats associated with projects and services,
which make it necessary for those in charge of projects to take prophylactic measures
necessary to manage their possible effects, from the perspective of drafting and
negotiating contracts as well as their execution and delivery.
• Financial Risks, arising from fluctuations in financial markets and/or values of goods
and services which affect costs, including areas related to exchange rates, liquidity risk
or interest rates, as well as credit risk related to the possibility of a contract party in not
fulfilling its obligations and producing an economic or financial loss for Indra.
44
2
Consolidated Report
• Compliance Risks, associated with non-compliance with laws and with rules in general in
all of the markets in which Indra operates, fundamentally in the area of crime and fraud
prevention and legal obligations which arise from Indra’s operations.
E.4. State whether the entity has a risk tolerance level, including tolerance for
tax compliance risk.
The Risk Control and Management Policy at Indra is designed to achieve a moderate risk
profile by means of appropriate management. Tolerance norms are established by means
of directives, rules and procedures which assure that under this management environment
risks are maintained at acceptable levels. This means that the organization does not attempt
to eliminate all risk, but rather to assume a prudent level which permits the creation of
sustainable and repeatable value while maintaining acceptable levels of risk.
Those risks which are outside of established tolerance levels are to be the subject of actions
to reach desirable levels again to the extent that the risk is manageable and that the cost of
mitigation measures are justified by the effect that occurrence of the risk may have on Indra.
E.5. Indicate which risks, including tax compliance risks, have materialized
Risks which have materialized during the year are:
• Risks arising from the unfavourable trajectory of prices for raw materials, especially
petroleum, which has affected exporting economies such as Brazil, Mexico, Venezuela or
Angola, among others, affecting public spending budgets and therefore general economic
activity not only in those countries but also in economies with close ties to them.
assumptions were made about the businesses which took into the overall situation and
new market conditions which they faced, leading to a downward evaluation of those
assets.
• Risk in recovering tax credits in Brazil. Additionally, and in light of the above, all of the tax
credits booked for Brazil have been removed.
E.6. Explain the response and monitoring plans for all major risks, including tax
compliance risks, of the entity.
Indra has developed specific initiatives to manage key risks based on level of criticality.
Upon identification and assessment of key risks for the company, action plans are put into
place in the affected area or market with the goal of mitigating said risks when they could
impact the achievement of strategic goals. Depending upon the type of risk, such plans
include:
• External Risks
The difficult national and international socioeconomic and political situation has forced
Indra to establish measures necessary to mitigate the possible negative effect of low
demand by expanding into new geographic areas and seeking to develop new markets.
The capacity for innovation and anticipation of technological changes is directed by senior
managers responsible for technological innovation, who have the duty to analyze, prioritize
and lead these projects.
• Risks related to the socio-political and diverse cultural environments found in the various
geographic areas in which Indra pursues its business, generating problems in project
implementation.
• Risks arising during the execution of certain projects caused by unforeseen changes in
scope, cost overruns and delays in reaching project milestones, which have occasionally led
to litigation with clients.
• Risks arising from the insolvency of certain clients.
• Risks in recovering investments made (Brazil, Portugal, and certain businesses within the
Group). In the course of an ordinary review of the business models used for analyzing
goodwill as well as tangible and intangible assets of specific Company businesses, new
45
2
Consolidated Report
• Operational Risks
During 2015, a framework for improvements in Bid Process Control and for control and
management of Projects was put into place including, among other things::
»» Strengthening of the Bid Committee by means of the drafting of new regulations which
better explain its operational standards
»» Development of a Shared Information Portal for aggregation of the new operational
rules for the Bid Committee.
»» Availability of new decision making information and the early detection of risks
Regarding the risks associated with information security, Indra has established a number
of mechanisms charged with implementing the necessary measures to ensure compliance
with all established security policies. These measures fall into the following areas: security
organization, information security rules, technology and security services, training and
awareness, monitoring, review and audit.
During 2015, methodology has received particular attention, with additional distribution
in various key geographical areas. At the same time, improvements have been made in
the methodological definitions used in operations with the aim of adapting to the need of
mitigating certain operational risks.
The Company has developed a series of savings plans as well, including specific measures
in the area of personnel costs, team restructuring, corporate expenses and structure,
materials, and procurement among others. The cost savings plan for personnel and team
members is focused primarily on Latin American subsidiaries and operations in Spain,
by means of the Collective Redundancy Agreement which will remain in effect until 31
December, 2016.
letters of credit and insurance policies are used to ensure collection in those operational
areas which pose a coverage risk.
• Compliance Risks
As regards legal risks, Indra has a Legal Risk Prevention Manual approved by the Board
of Directors, the implementation and compliance of which is monitored by the Audit and
Compliance Committee and the daily management of which is delegated to the Compliance
Unit.
Said Manual describes the legal risk prevention model at Indra which is composed of a set
of general and specific controls designed to mitigate each one of the legal risks defined
by the company. Key elements of it worthy of mention are the Codes of Ethics and Legal
Compliance and the whistleblower channel (Canal Directo).
Among specialized resources available to Indra to cover occupational risks is an internal
shared prevention service available to companies in the group, comprised of specialists
in the field, as well as specialized third party providers. External audits are performed
regularly by entities accredited by the Ministry of Labour.
F. INTERNAL RISK MANAGEMENT AND CONTROL
SYSTEMS RELATED TO THE PROCESS OF PUBLISHING
FINANICAL INFORMATION.
Describe the mechanisms comprising the System of Internal Control over Financial Reporting
(ICFR) of your company
• Economic and Financial Risks
Regarding market risk, in order to mitigate the impact of foreign currency exchange
differences on projects that the Parent Company and its subsidiaries perform, hedging
contracts have been entered into with financial institutions where this is a problem.
In order to respond to interest rate risk, Indra has entered into hedging contracts for
interest rates on long-term bank debt through swaps from variable to fixed rates of
interest to a greater or lesser degree, depending upon market conditions. Additionally,
there has been an issue of bonds with a fixed interest rate that eliminates a significant
portion of that risk.
Indra has an active policy of setting aside reserves for traffic operations to cover the
eventuality of a planned default. In international sales, techniques such as irrevocable
46
2
Consolidated Report
F.1. Control environment
Report on at least the following, describing their principal features:
F.1.1. Which bodies and/or departments are responsible for (i) the
existence and maintenance of an adequate and effective ICFR; (ii) its
implementation; and (iii) its supervision.
Board of Directors
The Indra Board of Directors is ultimately responsible for the existence and maintenance
of an adequate and effective ICFR by exercising supervision of it through the Audit and
Compliance Committee.
To such ends, the Board is responsible for supervising and approving, among other things:
• General risk management policy and the design of adequate control and IT systems for
management of that risk.
• Policies for information and Shareholder communication, markets, and public opinion in
general, and specifically:
group, verifying compliance with applicable rules, proper scope of consolidation and correct
application of accounting standards; (ii) ensure the independence of the unit performing the
internal audit function; propose the selection, appointment, re-election and dismissal of the
head of internal audit; approve its goals and work plans, ensuring that its activity is focused
primarily on material risks to the Company; receive periodic information on its activities; and
verify that senior management takes into account the conclusions and recommendations
of its reports; and (iii) establish and supervise a mechanism which permits employees to
communicate in confidence and, if possible and appropriate, anonymously, any potentially
important irregularities, especially those of a financial or accounting nature, of which they
become aware in the Company.
The Chairman of the Committee is an Independent Director and is chosen taking into account
his or her knowledge and experience in Accounting and Auditing.
Treasury and Finance
The Treasury and Finance Department is responsible for implementation and maintenance of
controls for the Internal Control System for Financial Information.
Internal Audit Department
»» drafting and approval of information that the Company annually makes public along with
the Financial Statements produced for approval at Annual Shareholders Meetings; and
Internal Audit makes periodic reports to the Audit and Compliance Committee regarding the
Internal Control System.
»» approval of financial information that the Company must make public from time to time
in accordance with applicable law.
Under the auspices of the Audit and Compliance Committee, Internal Audit conducts a review
of the proper functioning of the ICFR, evaluating its design, reporting any shortcomings it
may detect during the course of its work as well as the schedule established for corrective
measures in the event they are necessary.
Audit and Compliance Committee
Article 18 of the Board Rules lists the following tasks for the Compliance Committee, among
others:
• Ensure that the Board of Directors is able to produce financial statements to the Annual
Shareholders’ Meetings without reservations in the audit report. In the exceptional
circumstances that there be reservations, the Chairman of the Audit Committee as well
as the auditors will clearly explain to the Shareholders the content and scope of said
qualifications or reservations.
F.1.2. State whether the following are present, especially as they relate
to creation of financial information:
• Departments and/or mechanisms in charge of: (i) design and review of corporate structure;
(ii) clear definition of lines of responsibility and authority with an adequate distribution
of tasks and functions; and (iii) ensuring that adequate procedures exist for proper
communication throughout the entity.
• Supervise the internal audit unit in order to ensure that it is oversees the proper
functioning of internal information and control systems.
As regards organizational structure, Board Rules provide the following:
As regards internal information and control systems: (i) supervise the drafting process
and the integrity of financial information regarding the Company and, in applicable, the
• The Nomination, Compensation and Corporate Governance Committee is to report to the
Board before decisions by the Board regarding compensation and terms and conditions of
47
2
Consolidated Report
their employment contracts.
The Board of Directors concentrates on matters of general control and supervision, ensuring
that executive bodies and the management team act in accordance with stated strategies
and goals. This task routinely requires design and review of organizational structure as
well as definition of lines of responsibility and authority by the Chairman and his Steering
Committee.
The Head of Control, Planning and Procedures is responsible for the design, establishment,
review and constant updating of Indra’s corporate structure, and consequently for those
units involved in the process of creating financial information.
The Organizational Chart is published on the Intranet and is accessible to all personnel in the
Group.
• Code of conduct, a body which approves it, degree of dissemination and instruction,
included principles and values, (indicate if there is specific mention of transaction recording
and creation of financial information), a body charged with analyzing infractions and
proposing corrective actions and sanctions.
Code of Ethics and Legal Compliancel
Indra has a Code of Ethics and Legal Compliance approved by the Board and published on
the Intranet in Spanish and in English. The Code provides for the active involvement and
supervision of the Board in the governance of Indra and of its management as an essential
aspect of the compliance system of the Company.
The Code of Ethics is intended to provide a strict framework by means of the establishment
of rules of Conduct for all of the Professionals and Associates of the Company, all of whom
are responsible for “doing what is right.”
The Code of Ethics contains:
• By means of general principles of behaviour, guidance for commercial practices by
professionals and associates of the Company. They are: Integrity, Professionalism and
Respect. Integrity means acting in good faith and establishing professional relationships
based on transparency and ethics. Professionalism means maintaining a proactive attitude
directed towards excellence in our work. And Respect includes an attitude of recognizing
the value of people and their work, the natural environment, and the social environment in
which we operate.
• By means of Rules of Conduct and commitments that Indra assumes in matters of legal
compliance; rejection of corruption and bribery; conflicts of interest; information security;
foreign trade in defence materiel and dual-use technology; government subsidies and
support; natural environment; best tax practices; management of financial information;
promotion of competition and fraud prevention; money laundering and financing of
terrorism; workplace health and safety; and government relations.
»» The Rules of Conduct regarding management of financial information provides that
“Financial information of Indra, particularly the annual reports, will accurately reflect its
economic and financial condition and its net worth, and will conform with applicable
generally accepted accounting practices. To this end, no Professional or Associate shall
hide or distort information contained in any books of account or financial reports of
Indra, which books and accounts shall be complete, accurate and honest.”
• A whistleblower channel (Canal Directo), made available to Indra’s Professionals and
Associates for the purpose of communicating any concern whatsoever regarding
interpretation or application of the code of Ethics and its enabling rules, and in order to
comply with the obligation to report any improper behaviour or any irregularity or infraction
discovered regarding the Code of Ethics and rules.
The terms of use of the Canal Directo established by the Code of Ethics guarantees the
confidentiality of all information received by the Oversight Committee.
• The Canal Directo places information received in a personal file, which is protected by
security measures required by the Spanish regulations on protection of personal data.
Personal information is deleted when it is no longer necessary or relevant or no more than
two months after completion of the file if the information communicated is not proven out
or as soon as the complaint has been completely processed.
• Complaints made by means of the Canal Directo are analysed by the Compliance Unit
which, after proper investigation, reports to the Audit and Compliance Committee and
proposes, when appropriate, disciplinary measures and/or other measures to be adopted.
Disciplinary measures are to be adopted with the involvement of Human Resources.
48
2
Consolidated Report
• The Compliance Unit issues an annual report regarding the operations of the Canal Directo,
in which it discusses questions regarding the Code of Ethics and its implementing rules.
Training Programs
Together with Treasury and Finance, Human Resources periodically develops external
and internal training programs directed at personnel involved in the creation of financial
statements for the Group. The training programs are focused on proper knowledge and
implementation of International Financial Information Standards and on legislation and other
regulations governing Internal Control of Financial Information.
The Head of Internal Audit remains up to date on new developments in the areas of Risk
Management and Internal Control, especially as they relate to Financial Information.
F.2. Assessment of Financial Information Risks
Report on at least the following:
F.2.1. What are the principle characteristics of the risk identification
process, including error and fraud risk, as regards to:
While the processes associated with information from treasury and finance identify all kinds
of financial, operational and compliance risks, the process is focused on analyzing events
which may affect the objectives of financial information as they relate to:
•
•
•
•
•
•
Existence and occurrence
Completeness
Valuation
Delivery, breakdown and comparability
Rights and obligations
The existence of a process for identifying the scope of consolidation, taking into account,
among other factors, the possible existence of complex company structures, shell
companies, or special purpose entities.
The Group maintains a continuously updated company registry which contains all of the
equity interests of the Group, whether the interest is direct or indirect, as well as any entity
over which the group may exercise control independent of the legal means by which such
control may be exercised including, should they exist, holding companies as well as special
purpose entities.
Management and update of this registry is done in accordance with procedures dictated
by the Company Guideline Consolidación y Elaboración de la Información Financiera
(“Consolidation and Creation of Financial Information”).
• Whether the process exists and is documented.
In accordance with the Policy on “Creation, Maintenance and Oversight of the ICFR” approved
by senior management and with the goal of maintaining an effective control model, the
identification of risks is a continuous process.
• If the process covers all of the objectives of financial information, (existence and
occurrence; completeness; valuation; delivery; breakdown and comparability; and rights and
obligations), whether it is updated and with what frequency.
The scope of consolidation at Indra is determined monthly by Company management in the
form of information available in the company registry in accordance with principles contained
in International Accounting Standards 27, 28 and 31; SIC Interpretation 12; and any other
local accounting standards. Changes to the scope of consolidation are communicated to all
of the companies in the Group as they occur.
• If the process takes into account the effects of other types of risk (operational,
technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they
affect the financial statements..
The process of identifying risks of error in financial information takes into account it impact
on other types of risk (operational, technological, legal...), risks which are identified, evaluated
and managed by various corporate units
• Which governing body within the company supervises the process?
Oversight of the process of identifying financial information risks is done by the Audit and
Compliance Committee in accordance with its supervisory mandate within the ICFR.
49
2
Consolidated Report
F.3. Control Activitiesl
• Compliance with applicable laws and regulations.
Report on whether the Company has at least the following, describing their main
characteristics:
The ICFR of Indra Group depends on the following fundamental concepts:
F.3.1. Review and authorization procedures for financial information
published to the stock markets and a description of the ICFR, indicating
those responsible, as well as documentation describing the flow of
activity and controls (including those relating to risk of fraud) of the
various types of transactions which may materially affect the financial
statements, including financial closing procedures and the specific review
of judgments, estimates, valuations and relevant forecasts.
The Indra Group provides quarterly financial information to the stock market. This financial
information is prepared by the Consolidation Department, under the supervision of the
Corporate Finance Division, which performs certain control activities to ensure the reliability
of such information.
Additionally, the Investor Relations Department and the Department of Administration, part
of the Corporate Finance Division, together with the General Control Department, analyze
and oversee created information before publication to third parties by drafting management
reports and by the monitoring of indicators.
The CFO analyzes these reports and provisionally approves them for submission to the Audit
and Compliance Committee.
The Audit and Compliance Committee oversees the financial information that is presented
to it. Upon closing the fiscal year, the Audit and Compliance Committee also receives
information prepared by the Group’s external auditors on the results of their work.
Finally, the Audit and Compliance Committee reports its findings to the Board of Directors
regarding the financial information that, once approved by the Board of Directors, is to be
published to the securities markets.
Indra has a Model of Internal Control of Financial Reporting based on the COSO methodology
that provides appropriate assurances respecting completion of the following goals:
• Effectiveness and efficiency of operations.
a) Entity Level Controls (“ELC”) are those components of cross functional control used to
evaluate Senior Management, that ensure an adequate level of internal control within the
Indra Group, that perform a mitigating control function when necessary and which place
special emphasis on the following components:
»» Oversight
»» Information and communication
»» Control activities
»» Risk evaluation
»» Environmental control
b)Processes:
Indra has a Map of Common Business Processes used by the majority of the companies in
the Group.
Level 1 processes are the following:
• Strategic: processes intended to define and control organizational objectives, policies
and strategies. They are directly related to the mission/vision of the organization and
involve personnel at the highest levels of the organization.
• Key: processes which permit the generation of products and services for the end user
and for that reason incorporate the essence of the business. Key processes are:
»» Pre-contract Stage
»» Production (Execution and Development).
• Support: processes which provide the means and support necessary so that key and
strategic processes may be accomplished.
• Preservation of assets.
• Reliability of financial information.
50
2
Consolidated Report
These processes are in turn divided into 18 sub-processes (level 2) which affect the overall
operation of the organizational units of the Indra Group. Additionally, each level 2 subprocess is divided into level 3 and even level 4 sub-processes.
The Planning, Control and Process Department manages and implements the Process Map
and adapts it to each organizational change.
Significant processes are identified based on the existence of specific risks, considering
those risks significant based on their potential impact on financial information; all cases of
potential error or fraud are considered significant.
The processes with the most impact on creation of financial information are the following:
• Procurement
• Administration of Personnel
• Sales, Invoicing and Collections
• Project Management
• Management of Fixed Assets
• Accounting and Closing
• Treasury
• Consolidation and Publication of Information
• Management of Powers of Attorney
• IT
The basic components of each of these processes are the following:
• Control Objectives: Needs for control that must be satisfied in each step of the business
cycle or process, in accordance with internal control definitions. In this way, they are
used to verify and evaluate the accuracy of accounting and other information and
determine whether all company financial information is provided to its end users, and
cover the areas of completeness, closing, delivery, posting, validity and valuation.
• Risk: It is possible that an event or action may affect the ability of the organization to
meet its financial information objectives and/or successfully realize its strategies.
• Control Activities: Policies, procedures and practices applicable to Company personnel,
application systems, and other resources in place to ensure that control objectives are
reached and that risk mitigation strategies are executed. Process control activities
are to be incorporated in operational processes and serve as a means for appropriately
managing risk and are focused on its prevention, detection and correction. In the
specific case of IT, control activities are known as General IT Controls (“GITC”). Control
activities are designed to be preventative or detective and manual (human based) or
automatic (machine based).
Process and GITC control activities are the backbone upon which the entire control
model is built and cover the following concepts:
»» Integrity and ethical values
»» Commitment to professional competence
»» Management direction and style
»» Organizational Structure
»» Assignment of authority and responsibility
»» Human Resources policies and practices
Process control and GITC activities ensure that all of the control objectives for Indra
found in the policy guide Elaboración, mantenimiento y supervisión del SCIIF (“Creation,
Maintenance and Oversight of ICFR”) are followed during the ordinary course of business
and for every section of the financial statements.
All of the information regarding the model of Internal Control is posted on the Group
Indraweb.
The policy guide “Creation, Maintenance and Oversight of ICFR,” approved by Senior
Management and the Board of Directors through the Audit and Compliance Committee
provides that, by means of a process of continuous improvement, those responsible will
create, revise and implement control and procedure activities without obviating the need to
perform an annual evaluation of those activities in order to make necessary changes and
adjustments.
Any weaknesses in control found in the ICFR will be included in a specific action plan for each
one. Internal Audit will monitor, control, and report on them to the Audit and Compliance
Committee until they are corrected.
51
2
Consolidated Report
Specific review of the relevant judgments, estimations, valuations and projections used to
quantify some assets, liabilities, revenues, expenses and commitments stated and/or broken
out in the financial information will be carried out by Treasury and Finance with the help
of the executive level department affected. Hypotheses and estimates based on business
outlook will be reviewed and analyzed together with the executive level departments for
Markets at Indra.
F.3.2. Internal IT control policies and procedures (access security, change
controls, their operation, operational continuity, and segregation of
duties, among others) which support relevant processes within the entity
and relate to the creation and publication of financial information.
The Internal Systems department of Indra Group is responsible for IT in the markets and
territories in which Indra operates. Within their purview is the definition and oversight
of security policies and standards for applications and infrastructure, among which is the
internal control model for the IT area.
The Internal Control model at Indra covers IT processes which make up the IT environment,
architecture and infrastructure as well as applications that affect transactions which directly
affect primary business processes. It also includes impact on financial information and
closing procedures. The above named controls can be implemented automatically within the
IT programs themselves or manually.
Information Security Policy at Indra, published on the intranet, has as its objectives
management of IT security and strategic alignment with business goals, guarantee of the
confidentiality, completeness and availability of information, and all of the activities involved
in achieving these objectives. This policy is mandatory at all businesses, markets and
relevant activities of the Indra Group.
This Policy applies at all information development stages (generation, distribution, storage,
handling, transfer and destruction) of the Systems which process it. It entails all of the
Information Systems and services at Indra and all support servers as well as the environment
and applications which affect business processes of the Company, covering therefore
relevant processes in the creation and publication of financial information.
the level of approval required as a function of the amount involved. Results or reports on
contracts for accounting, tax or legal services are supervised by the head of Treasury and
Finance as well as the head of the Legal Department and other departments when deemed
necessary.
F.4. Information and Communication
State whether the Company has at least the following, describing its principle characteristics:
F.4.1. A specifically assigned function for defining and updating
accounting policies (accounting policy area or department) and resolving
doubts or conflicts arising from their interpretation, maintaining a
free flow of information to those responsible for operations in the
organization, as well as an up to date accounting policy manual
distributed to the business units through which the Company operates.
Responsibility for application of the Accounting Policies of the Group is the same for the
entire geographic reach of the Indra Group and is found in Treasury and Finance.
The Department of Administration keeps all those responsible for preparing financial
information in the various business units of the Group informed of changes in rules, resolves
doubts when they exist and receives information from companies in the Group necessary to
assure consistent application of Accounting Policies of the Group and to determine the effect
of application of new accounting rules.
On those occasions when application of an accounting rule is especially complex, the
Treasury and Finance Department of the Indra Group informs the external auditors of the
conclusions drawn from the Group’s accounting analysis and solicits their opinion regarding
the conclusions drawn.
Accounting policies at Indra are developed based upon International Norms for Financial
Information adopted by the European Union and found in a document called Manual
de Contabilidad (“Accounting Manual”). This document is analyzed periodically by the
Administrative Services Centre and is published on the Intranet.
F.3.3.Internal control policies and procedures intended to guide the
management of subcontracted activities and those of third parties, as
well as those aspects of assessment, calculation or evaluation entrusted
to independent experts, that may materially affect financial statements.
Indra does not subcontract relevant activities that could have an impact on financial
information.
Nonetheless, there is an internal procedure for hiring external advisors which establishes
52
2
Consolidated Report
F.4.2. Measures for capturing and preparing financial information with
consistent formats for application and use by all of the units of the entity
or the group, and which contain the main financial statements and notes,
as well as detailed information regarding ICFR.
Indra has a computer application which gathers individual financial statements and facilitates
the process of consolidation and production of financial information. This application permits
centralization of all of the resulting financial information of Group companies in a single
system.
Most of the time, input of the information to the system is done automatically from the
Group’s computerized financial system.
F.5. Supervision of System Performance
Describe at least the following:
F.5.1. The activities of the Audit Committee in overseeing ICFR
as well as whether there is an internal audit function that has among
its mandates support of the Committee and the task of supervising
the internal control system, including ICFR. Additionally, describe the
scope of ICFR assessment made during the fiscal year and the procedure
through which the person responsible for doing the assessment reports
on its results, whether the Company has an action plan describing
possible corrective measures, and whether its impact on financial
reporting is considered.
The Audit and Compliance Committee supervises the proper functioning of ICFR through
Internal Audit, and has evaluated its design and operational effectiveness.
As regards the ICFR in particular, Internal Audit performs an annual review of the design and
effectiveness of the control activities regarding financial information. Pursuant to these
reviews, Internal Audit sends reports on possible shortcomings in internal control that they
have detected to those responsible for these activities, to Senior Management, and to the
Audit and Compliance Committee, as well as action plans adopted by the Company for their
mitigation.
All the controls functioned as designed, but some control weaknesses and opportunities
for improvement which did not significantly affect the quality of financial information were
detected and have resulted in action plans following the policy of continuous improvement
which characterizes Indra Group.
F.5.2. If there is a procedure by which the account auditor (in accordance
with that contained in the Normas Técnicas de Auditoría (“Auditing
Standards”), internal audit and other experts may communicate with
senior management and the Audit Committee or Managers of the entity
regarding significant weakness in internal control identified during the
review of the annual accounts or any others they have been assigned.
Additionally, state whether a plan of action is available for correcting or
mitigating any weaknesses found.
The procedure for discussing identified significant weaknesses in internal control is that of
meetings between the Audit and Compliance Committee and the external auditors, internal
auditors, and the department responsible for producing financial information.
Consistent with this, the account auditor meets annually with this Committee for the
purpose of presenting recommendations related to weaknesses in internal control identified
during the process of reviewing the annual financial statements.
F.6. Other Relevant Information
F.7. External Auditor´s Report
State whether:
F.7.1. The ICFR information submitted to the markets has been subject to
review by the external auditor, in which case the entity shall include its
report as an attachment. If not, reasons why should be given.
With the goal of improving the transparency and quality of public information it sends out,
Indra has gone beyond its legal obligations and the recommendations of the Working Group
and::
a)prepared this description of its ICFR following the 16 basic indicators recommended in
Section III of the Working Group Document;
b)issued a certification verified by the chief executive and the CFO in which they explicitly
acknowledge: (i) their responsibility for establishing and maintaining an adequate ICFR
for the entity, specifying the internal control framework used in order to evaluate the
effectiveness of the ICFR (Internal Control – Internal Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission – COSO -) and (ii) that the ICFR
of the Indra Group is effective as of the close of fiscal 2014. Certification attached;
53
2
Consolidated Report
c)considered it appropriate to request the external auditor issue a report in which the
auditor renders an opinion, within a reasonable degree of certainty based upon generally
accepted auditing standards and using as a reference a generally recognized internal
control framework, whether the design and performance of the ICFR of the Indra Group
is effective as of the close of fiscal 2014, which is attached to this Annual Report on
2. That when the parent company and a subsidiary are listed on the stock exchange,
both should publicly and specifically define:
a)The respective areas of activity and possible business relationships between them,
as well as those of the listed subsidiary with other Group companies;
b)The mechanisms in place to resolve any conflicts of interest that may arise.
As stated earlier, there exists no legally binding regulation which establishes the minimum
requirements for companies in describing their ICFR.
Complies
Future regulations issued regarding information about ICFR that listed companies must
publish may cause a change in the information contained in this report as they relate to
breakdown or informational requirements.
G. EXTENT OF COMPLIANCE WITH CORPORATE
GOVERNANCE RECOMMENDATIONS
Specify the Company’s level of compliance with recommendations from the Unified Code of
Good Governance.
In the event that a recommendation is not followed or followed only partially, a detailed
explanation should be included explaining the reasons in such a manner that shareholders,
investors and the market in general have enough information to judge the company´s acts.
General explanations are not acceptable.
1. That the Bylaws of listed companies do not limit the maximum number of votes that
may be cast by one shareholder or contain other restrictions that hinder the takeover
of control of the company through the acquisition of shares on the market.
Complies
Explanation
Complies Partially
Explanation
Not applicable
3. That, during the course of the annual shareholders’ meeting, as an adjunct to the
distribution of a written annual report on corporate governance, that the chairman of
the board of directors make a detailed oral report to the shareholders regarding the
most material aspects of corporate governance of the company, and in particular:
a)Changes which have occurred since the last Annual Shareholders’ Meeting.
b) Specific reasons why the company did not follow any of the recommendations of
the Code of Corporate Governance and, if so, the alternative norms which were
followed instead.
Complies
Complies Partially
Explanation
4. 4.
That the company has defined and promoted a policy of communication and
contact with shareholders, institutional investors and proxy advisors that complies
in all aspects with rules preventing abuse of markets and gives equal treatment to
similarly situated shareholders.
And that the company has made such policy public through its web page, including
information related to the manner in which said policy has been implemented and the
identity of contact persons or those responsible for implementing it.
Complies
Complies Partially
Explanation
54
2
Consolidated Report
5. That the Board of Directors should not propose to the Annual Shareholders’ Meeting
any proposal for delegation of powers allowing the issuance of shares or convertible
securities without pre-emptive rights in an amount exceeding 20% of equity at the
time of delegation.
And that whenever the Board of Directors approves any issuance of shares or
convertible securities without pre-emptive rights that the company immediately
publish reports on its web page regarding said exclusions as referenced in applicable
corporate law.
Complies
Complies Partially
Explanation
6. That listed companies which draft reports listed below, whether under legal
obligation or voluntarily, publish them on their web page with sufficient lead
time before the Annual Shareholders’ Meeting, even when their publication is not
mandatory:
8. That the Audit Committee ensure that the Board of Directors present financial
statements in the Audit Report for the Annual Shareholders’ Meetings which do not
have qualifications or reservations and that, in the exceptional circumstances in which
qualifications may appear, that the chairman of the Audit Committee and the auditors
clearly explain to the shareholders the content and the scope of said qualifications or
reservations.
Complies
Complies Partially
Explanation
9. That the Company permanently maintain on its web page the requirements and
procedures for certification of share ownership, the right of attendance at the Annual
Shareholders’ Meetings, and the exercise of the right to vote or to issue a proxy.
And that such requirements and procedures promote attendance and the exercise of
shareholder rights in a non-discriminatory fashion.
Complies
Complies Partially
Explanation
i) Report regarding the auditor’s independence.
ii) Reports regarding the workings of the audit committee and the nomination and
compensation committee.
iii) Report of the audit committee regarding related party transactions
iv) Report on the corporate social responsibility policy.
10. That when a verified shareholder has exercised his right to make additions to the
agenda or to make new proposals to it with sufficient time in advance of the Annual
Shareholders’ Meeting, the company:
Complies
a)Immediately distribute the additions and new proposals.
Complies Partially
Explanation
7. That the company transmit in real time, through its web page, the proceedings of
the Annual Shareholders’ Meetings.
Complies
b)Publish the model attendance credential or proxy form or form for distance voting
with the changes such that the new agenda items and alternative proposals may be
voted upon under the same terms and conditions as those proposals made by the
Board of Directors.
Complies Partially
c)Submit all of these agenda items or alternate proposals to a vote and apply the
same voting rules to them as are applied to those drafted by the board of directors
including, particularly, assumptions or default positions regarding interpretation of
votes.
d)That after the Annual Shareholder Meeting, a breakdown of the results of said
additions or alternative proposals be communicated.
Complies
Complies Partially
Explanation
Not applicable
55
2
Consolidated Report
11. That, in the event the company intends to pay for attendance at the Annual
Shareholders’ Meeting, that it establish in advance a general policy of long term effect
regarding such payments.
14. That the Board of Directors approve a selection policy for directors that:
Complies
ii) Ensures that proposals for appointment or re-election are based upon a prior
analysis of the needs of the board of directors.
Complies Partially
Explanation
Not applicable
12. 12. That the Board of Directors complete its duties with a unity of purpose and
independence, treating all similarly situated shareholders equally and that it be guided
by the best interests of the company, which is understood to mean the pursuit of a
profitable and sustainable business in the long term, and the promotion of continuity
and maximization of the business’ economic value.
And that in pursuit of the company’s interest, that in addition to complying with
applicable law and rules and in engaging in behaviour based in good faith, ethics
and a respect for commonly accepted best practices, that it seek to reconcile its own
company interests, when appropriate, with the interests of its employees, suppliers,
clients and other stakeholders, as well as the impact of its corporate activities on the
communities in which it operates and the environment.
i) Is concrete and verifiable.
iii) Favours diversity in knowledge, experience and gender.
That the resulting prior analysis of the needs of the board of directors is recompiled
in the supporting report from the appointment committee published upon call of the
annual shareholders’ meeting submitted for ratification, appointment or re-election of
each director.
And that the selection policy for directors promotes the objective that by the year
2020 the number of female directors represent, at a minimum, 30% of the total
number of members of the board of directors.
The appointment committee will annually verify compliance with the selection policy
of directors and explain its findings in the Annual Report on Corporate Governance.
Complies
Complies Partially
Explanation
Complies
Complies Partially
Explanation
13. That the Board of Directors is of an adequate size to perform its duties effectively
and collegially, and that its optimum size is between five and fifteen members.
Complies
Explanation
15. That proprietary and independent directors constitute a substantial majority of
the board of directors and that the number of executive directors be the minimum
necessary, taking into account the complexity of the corporate group and the
percentage of equity participation of executive directors.
Complies
Complies Partially
Explanation
56
2
Consolidated Report
16. That the percentage of proprietary directors divided by the number of nonexecutive directors not be greater than the proportion of the equity interest in the
company represented by said proprietary directors and the remaining share capital.
18. That companies publish and update the following information regarding directors
on the company website:
i) Professional profile and biography.
This criterion may be relaxed:
a) In companies with high market capitalization in which interests that are legally
considered significant are minimal.
b) In companies where a plurality of shareholders represented on the board of
directors are not related to one another.
Complies
ii) Any other boards to which the director belongs, regardless of whether the
companies are listed, as well as any other compensated activities engaged in,
regardless of type.
iii) Category of directorship, indicating, in the case of individuals who represent
significant shareholders, the shareholder that they represent or to which they are
connected.
Explanation
iv) The date of their first appointment as a director of the company’s board of
directors, and any subsequent re-election.
17. That the number of independent directors represent at least half of the total
number of directors.
Nonetheless, when the company is not a high market capitalization company or in
the event that it be a high cap company with one shareholder or a group acting in a
coordinated fashion who together control more than 30% of the company’s equity,
the number of independent directors represent at least a third of the total number of
directors.
Complies
Explanation
v) The shares and options they own.
Complies
Complies Partially
Explanation
19. That the annual report on corporate governance, after verification by the
appointment committee, explain the reasons for the appointment of proprietary
directors at the proposal of the shareholders whose equity interest is less than 3%.
It should also explain, where applicable, why formal requests from shareholders for
membership on the board meeting were not honoured, when their equity interest
is equal to or exceeds that of other shareholders whose proposal for proprietary
directors was honoured.
Complies
Complies Partially
Explanation
Not applicable
57
2
Consolidated Report
20. That proprietary directors representing significant shareholders must resign
from the board if the shareholder they represent alienates its entire equity interest.
They should also resign, in a proportional fashion, in the event that said shareholder
reduces its percentage interest to a level that requires a decrease in the number of
proprietary directors representing this shareholder.
23. That all directors clearly express their opposition when they consider any proposal
submitted to the board of directors to be against the company’s interests. This applies
especially to independent directors and directors who are unaffected by a potential
conflict of interest if the decision could be detrimental to any shareholders not
represented on the board of directors.
Complies
Furthermore, when the board of directors makes significant or repeated decisions
about which the director has serious reservations, the director should draw the
appropriate conclusions and, in the event the director decides to resign, explain the
reasons for this decision in the letter referred to in the next Recommendation.
Complies Partially
Explanation
Not Applicable
21.That the Board of Directors may not propose the dismissal of any independent
director before the completion of the director’s term provided for in the bylaws unless
the Board of Directors finds just cause and a prior report has been prepared by the
appointment committee. Specifically, just cause is considered to exist if the director
takes on new duties or obligates himself or herself to new obligations that would
interfere with his or her ability to dedicate the time necessary for attention to the
duties attendant to his post as a director, fails to complete the tasks inherent to his
or her position, or enters into any of the circumstances which would cause the loss of
independent status in accordance with applicable law.
The dismissal of independent directors may also be proposed as a result of a public
share offer, joint venture or similar transaction entailing a change in the shareholding
structure of the company, provided that such changes in the structure of the board are
the result of the proportionate representation criteria set forth in Recommendation
16.
Complies
This recommendation also applies in the case of the secretary of the board of
directors, despite not being a director.
Complies
Complies Partially
Explanation
Not Applicable
24. That whenever, due to resignation or any other reason, a director leaves before
the completion of his or her term, the director should explain the reasons for this
decision in a letter addressed to all the directors of the board of directors. Irrespective
of whether the resignation has been reported as a material event, it must be included
in the Annual Corporate Governance Report.
Complies
Complies Partially
Explanation
Not Applicable
Explanation
25. That the Appointment Committee ensure that non-executive directors have
sufficient time in order to properly perform their duties.
22. That companies establish rules requiring that directors inform the board of
directors and, where appropriate, resign from their positions, when circumstances arise
which may damage the company’s standing and reputation. Specifically, directors must
be required to report any criminal acts with which they are charged, as well as the
consequent legal proceedings.
And that the board rules establish the maximum number of company boards on which
directors may sit.
Complies
Complies Partially
Explanation
And that should a director be indicted or tried for any of the crimes set out in
corporate law, the board of directors must investigate the case as soon as possible
and, based on the particular situation, decide whether the director should continue in
his or her position. And that the board of directors must provide a reasoned written
account of all these events in its Annual Corporate Governance Report.
Complies
Complies Partially
Explanation
58
2
Consolidated Report
26. That the Board of Directors meet frequently enough so that it may effectively
perform its duties, at least eight times per year, following a schedule of dates and
agenda established at the beginning of the fiscal year and allowing each director
individually to propose agenda items which do not appear originally.
Complies
Complies Partially
When, under exceptional circumstances, the chairman wishes to bring urgent matters
for decision or resolution before the board of directors which do not appear on the
agenda, prior express agreement of a majority of the directors shall be necessary, and
said consent shall by duly recorded in the minutes.
Explanation
27. That director absences occur only when absolutely necessary and be quantified
in the annual report on corporate governance. And when absences occur, that the
director deliver a proxy with instructions.
Complies
Complies Partially
Complies Partially
Explanation
Not Applicable
29. That the company establish adequate means for directors to obtain appropriate
advice in order to properly fulfil their duties including, should circumstances warrant,
outside advice at company expense.
Complies
Complies Partially
Complies
Complies Partially
Explanation
32. That directors shall be periodically informed of changes in equity ownership and of
the opinions of significant shareholders, investors and rating agencies of the company
and its group.
Explanation
28. That when directors or the secretary express concern regarding a proposal or, in
the case of directors, regarding the direction in which the company is headed and
said concerns are not resolved by the board of directors, that upon request by the
protesting party such concerns be included in the minutes.
Complies
31. That the agenda for meetings clearly indicate those matters about which the
Board of Directors are to make a decision or resolution so that the directors may study
or gather all relevant information ahead of time.
Complies
Complies Partially
Explanation
33. That the Chairman, as the one responsible for the efficient workings of the board
of directors, in addition to carrying out his duties required by law and the bylaws,
should prepare and submit to the board of directors a schedule of dates and matters to
be considered; organize and coordinate the periodic evaluation of the board as well as,
if applicable, the chief executive of the company; be responsible for leading the board
and the effectiveness of its work; ensure that sufficient time is devoted to considering
strategic issues, and approve and supervise refresher courses for each director when
circumstances so dictate.
Explanation
Complies
Complies Partially
Explanation
30. That, without regard to the knowledge necessary for directors to complete their
duties, companies make refresher courses available to them when circumstances
require
Complies
Complies Partially
Explanation
59
2
Consolidated Report
34. That when there is a coordinating director, the bylaws or the board rules should
confer upon him the following competencies in addition to those conferred by law:
preside over the board of directors in the absence of the chairman and vice chairs,
should there be any; reflect the concerns of non-executive directors; liaise with
investors and shareholders in order to understand their points of view and respond to
their concerns, in particular as those concerns relate to corporate governance of the
company; and coordinate a succession plan for the Chairman.
Complies
Complies Partially
Explanation
The process and the areas evaluated shall be described in the Annual Report on
Complies
Complies Partially
Explanation
Not Applicable
35. That the secretary of the Board of Directors pay special attention that
the activities and decisions of the Board of Directors take into account the
recommendations regarding good governance contained in this Code of Good
Governance and which are applicable to the Company.
Complies
Business relationships between the consultant or any member of the consultant’s
group and the company or any company within its group shall be broken down in the
Annual Report on Corporate Governance.
Explanation
36. That the Board of Directors meet in plenary session once a year and adopt, where
appropriate, an action plan to correct any deficiencies detected in the following:
37. That if there is an executive committee, the proportion of each different director
category must be similar to that of the Board itself, and its secretary must be the
secretary of the Board.
Complies
Complies Partially
Explanation
Not Applicable
38. That the Board of Directors must always be aware of the matters discussed and
decisions taken by the Executive Committee and that all members of the Board of
Directors receive a copy of the minutes of Executive committee meetings.
Complies
Complies Partially
Explanation
Not Applicable
i) The quality and efficiency of the Board of Directors’ work.
ii) The workings and composition of its committees.
iii) Diversity of membership and competence of the Board of Directors.
iv) Performance of the Chairman of the Board of Directors and the chief executive
officer of the Company.
v) Performance and input of each director, paying special attention to those in charge
of the various committees of the Board.
In order to perform its evaluation of the various committees, the Board of Directors
will take a report from the committees themselves as a starting point and for the
evaluation of the Board, a report from the appointment committee.
39. That the members of the Audit Committee, in particular its chairman, are
appointed in consideration of their knowledge and experience in accountancy, audit
and risk management issues, and that the majority of its members be independent
directors.
Complies
Complies Partially
Explanation
40. That under the supervision of the Audit Committee, there be a unit which is in
charge of the internal audit function, which ensures that information and internal
control systems operate correctly, and which reports to the non-executive chair of the
board or of the Audit Committee.
Complies
Complies Partially
Explanation
Every three years, the Board of Directors will rely upon the assistance of an external
advisor for its evaluation, whose independence shall be verified by the Appointment
Committee.
60
2
Consolidated Report
41. That the person in charge of the group performing the internal audit function
present an annual work plan to the Audit Committee, report directly on any issues that
may arise during the implementation of this plan, and present an activity report at the
end of each fiscal year.
Complies
Complies Partially
Explanation
Not Applicable
42. That in addition to that contained in applicable law, the Audit Committee be
responsible for the following::
Directors in plenary session in order to make a report regarding the tasks
accomplished and regarding the development of its accounting and risks faced by
the company.
e)Ensure that the company and the external auditor comply with applicable rules
regarding the rendering of services other than auditing, proportional limits on the
auditor’s billing, and all other rules regarding auditors’ independence.
Complies
Complies Partially
Explanation
i) With regard to information systems and internal control:
a)Supervise the preparation and integrity of financial information relative to the
company and, if applicable, the group, monitoring compliance with governing rules
and the appropriate application of consolidation and accounting criteria.
b)Ensure the independence and effectiveness of the group charged with the
internal audit function; propose the selection, appointment, re-election and
dismissal of the head of internal audit; draft a budget for this department;
approve its goals and work plans, making sure that its activity is focused primarily
on material risks to the company; receive periodic information on its activities;
and verify that senior management takes into account the conclusions and
recommendations of its reports.
43. That the Audit Committee may require the presence of any employee or manager
of the Company, even without the presence of any other member of management.
Complies
Complies Partially
Explanation
44. That the Audit Committee be kept abreast of any corporate and structural changes
planned by the company in order to perform an analysis and draft a report beforehand
to the Board of Directors regarding economic conditions and accounting implications
and, in particular, any exchange ratio involved.
Complies
Complies Partially
Explanation
Not Applicable
c) Establish and supervise a mechanism that allows employees to report
confidentially and, if appropriate, anonymously, any irregularities with important
consequences, especially those of a financial or accounting nature, that they
observe in the company.
ii)With regard to the external auditor:
a)In the event that the external auditor resigns, examine the circumstances which
caused said resignation.
b)Ensure that the compensation paid to the external auditor for its work does not
compromise the quality of the work or the auditor’s independence.
c)Insist that the company file a Report of Material Fact with the CNMV when there
is a change of auditor, along with a statement on any differences that arose with
the outgoing auditor and, if applicable, the contents thereof.
d)Ensure that the external auditor hold an annual meeting with the Board of
61
2
Consolidated Report
45. That the risk management and control policy identify, at a minimum:
i) The various types of financial and non-financial risks (among those operational,
technological, legal, social, environmental, political and reputational) which the
company faces, including among financial or economic risks, contingent liabilities
and other off balance sheet risks.
47. That members of the Appointment and Compensation Committee -- or of the
Appointment Committee and the Compensation Committee if they are separate –
are chosen taking into account the knowledge, ability and experience necessary to
perform the duties they are called upon to complete and that the majority of said
members are independent directors.
Complies
Complies Partially
Explanation
ii)Fixing of the level of risk the company considers acceptable.
iii) Means identified in order to minimize identified risks in the event they come to
pass.
48. That high market capitalization companies have formed separate Appointment and
Compensation committees.
iv) Internal control and information systems to be used in order to control and manage
identified risks, including contingent liabilities and other off balance sheet risks.
Complies
Complies
Complies Partially
Explanation
Explanation
Not Applicable
The Company has not considered it convenient to separate the current Nomination,
Compensation and Corporate Governance Committee into two committees for the following
reasons:
46. That under the direct supervision of the Audit Committee or, if applicable, of a
specialized committee of the Board of Directors, there exists an internal control and
management function delegated to an internal unit or department of the company
which is expressly charged with the following responsibilities:
• It isn’t justified by the volume of annual work they are called upon to do.
i) Ensure the proper functioning of risk management and control systems and, in
particular, that they adequately identify, manage and quantify all material risks that
may affect the company.
49. That the Appointment Committee consult with the Chairman of the Board of
Directors and the chief executive of the company, especially in relation to matters
concerning executive directors.
ii)Actively participate in the creation of the risk strategy and in important decisions
regarding risk management.
And that any director may ask the Appointment Committee to consider potential
candidates he or she considers appropriate to fill a vacancy on the board of directors.
iii) Ensure that the risk management and control systems adequately mitigate risks as
defined by policy issued by the Board of Directors.
Complies
Complies
Complies Partially
• It would unnecessarily increase the number of committee meetings and the corresponding
compensation paid to members.
Complies Partially
Explanation
Explanation
62
2
Consolidated Report
50. That the Compensation Committee exercise its functions independently and
that, in addition to the functions assigned to it by law, that it be responsible for the
following:
during the first plenary session of the board of directors occurring after the
committee’s last meeting.
i) Propose basic conditions of employment for senior management.
iv) That the committees be allowed to avail themselves of outside advice when they
consider it necessary to perform their duties.
ii) Verify compliance with Company compensation policy.
v) That their meetings be recorded and the minutes be made available to all directors.
iii) Periodically review the compensation policy applied to directors and senior
managers, including compensation involving the delivery of stock, as well as
guaranteeing that individual compensation be proportional to that received by other
directors and senior managers.
Complies
iv) Watch out that potential conflicts of interest do not undermine the independence
of external advice rendered to the Board.
v) Verify information regarding compensation paid to directors and senior managers
contained in the various corporate documents, including the annual report on director
compensation.
Complies
Complies Partially
Explanation
51. That the Compensation Committee consult with the Chairman and the chief
executive of the company, especially in matters relating to executive directors and
senior management.
Complies
Complies Partially
Explanation
52. That the rules regarding composition and workings of supervision and control
committees appear in the rules governing the Board of Directors and that they be
consistent with those which apply to legally mandated committees in accordance with
the recommendations above, including:
Complies Partially
Explanation
Not Applicable
53. That verification of compliance with corporate governance rules, internal codes of
conduct and social corporate responsibility policy be assigned to one or split among
more than one committee of the board of directors, which may be the audit committee,
the appointment committee, the corporate social responsibility committee in the event
that one exists, or a special committee created by the board of directors pursuant to
its powers of self-organization, to which shall be specifically given at a minimum the
following responsibilities:
i) Verification of compliance with internal codes of conduct and the company’s
corporate governance rules.
ii) Supervision of the communication strategy and relationship with shareholders and
investors, including small and medium sized shareholders.
iii) The periodic evaluation of the adequacy of the company’s corporate governance
system, with the goal that the company promote social interest and take into account,
where appropriate, the legitimate interests of other stakeholders.
iv) Review of the company’s corporate responsibility policy, ensuring that it is oriented
towards value creation.
v) Follow-up of social responsibility strategy and practice, and evaluation of the
degree of compliance.
i) That they be comprised exclusively of non-executive directors, with a majority of
them independent.
vi) Supervision and evaluation of the way relationships with various interest groups
are handled.
ii)That their chairmen be independent directors.
vii) valuation of everything related to non-financial risks to the company, including
operational, technological, legal, social, environmental, political and reputational.
iii) That the Board of Directors select members for these committees taking into
account their knowledge, skills and experience and the duties of each committee;
discuss their proposals and reports; and detail their activities and accomplishments
63
2
Consolidated Report
viii) Coordination of the process of reporting on diversity and reporting non-financial
information in accordance with applicable rules and international benchmarks.
Complies
Complies Partially
55. That the company reports, in a separate document or within the management
report, regarding matters related to corporate social responsibility, following
internationally recognized methodologies.
Explanation
Complies
54. That the corporate social responsibility policy include principles or commitments
which the company voluntarily assumes regarding specific interest groups and
identifies at a minimum:
i) The objectives of the social corporate responsibility policy and the development of
tools to support it.
Complies Partially
Explanation
56. That director compensation be sufficient in order to attract and retain directors
who meet the desired professional profile and to adequately compensate them for the
dedication, qualifications and responsibility demanded of their posts, while not being
so excessive as to compromise the independent judgment of non-executive directors.
Complies
Explanation
ii) Corporate strategy as it relates to sustainability, the natural environment and social
issues.
iii) Concrete practices in matters related to: shareholders, employees, clients, suppliers,
social issues, natural environment, diversity, fiscal responsibility, respect for human
rights, and the prevention of illegal behaviour.
iv) Means or systems for monitoring the results of application of specific practices
described in the immediately preceding paragraph, associated risks, and their
management.
57. That only executive directors receive compensation linked to corporate results
or personal performance, as well as compensation in the form of delivery of shares,
options or rights to shares or instruments whose value is indexed to share value,
or long term savings plans such as pension plans, retirement accounts or any other
retirement plan.
v) Means of supervising non-financial risk, ethics, and business behaviour.
Shares may be delivered to non-executive directors under the condition that they
maintain ownership of the shares until they leave their posts as directors. The
forgoing shall not apply to shares which the director may of needs sell in order to meet
the costs related to their acquisition.
vi) Communication channels, participation and dialogue with interested groups.
Complies
Complies Partially
Explanation
vii) Responsible communication practices which impede the manipulation of data and
protect integrity and honour.
Complies
Complies Partially
Explanation
64
2
Consolidated Report
58. That as regards variable compensation, the policies incorporate limits and
administrative safeguards in order to ensure that said compensation is fairly
consonant with the work performance of the recipients and are not based solely upon
general developments in the markets or in the sector in which the company operates,
or other similar circumstances.
61. That a material portion of variable compensation for executive directors depend
upon the delivery of shares or instruments indexed to share value.
And, in particular, that variable compensation components:
62. That once shares or options or rights to shares arising from compensation schemes
have been delivered, directors are prohibited from transferring ownership of a number
of shares equivalent to two times annual fixed compensation, and the director may
not exercise options or rights until a term of at least three years since their delivery
has passed.
i) Are linked to predetermined and measurable performance criteria and that such
criteria take into account the risk undertaken to achieve a given result.
ii) Promote sustainability of the company and include non-financial criteria that are
geared toward creating long term value, such as compliance with rules and internal
operating procedures and its risk management and control policies.
iii) Are based upon balancing short, medium and long term objectives, permit the
reward of continuous achievement during a period of time long enough to judge
creation of sustainable value such that the benchmarks used for evaluation are not
comprised of one-time, seldom occurring or extraordinary events.
Complies
Complies Partially
Explanation
Not Applicable
59. That a material portion of variable compensation components be deferred for a
minimum period of time sufficient to verify that previously established performance
criteria have been met.
Complies
Complies Partially
Explanation
Not Applicable
60. That compensation related to company results takes into account any reservations
which may appear in the external auditors’ report which would diminish said results.
Complies
Complies Partially
Explanation
Complies
Complies Partially
Explanation
Not Applicable
The forgoing shall not apply to shares which the director may of needs sell in order to
meet the costs related to their acquisition.
Complies
Complies Partially
Explanation
Not Applicable
63. That contractual arrangements include a clause which permits the company to
seek reimbursement of variable compensation components in the event that payment
does not coincide with performance criteria or when delivery was made based upon
data later deemed to be inaccurate.
Complies
Complies Partially
Explanation
Not Applicable
64. That payments made for contract termination shall not exceed an amount
equivalent to two years of total annual compensation and that it shall not be paid
until the company has verified that the director has fulfilled all previously established
criteria for payment.
Complies
Complies Partially
Explanation
Not Applicable
Not Applicable
65
2
Consolidated Report
H. FURTHER INFORMATION OF INTEREST
1.If there is any aspect regarding corporate governance in the company or other companies
in the group that have not been included in other sections of this report, but which are
necessary in order to obtain a more complete and understandable picture of the structure
and governance practices in the company or group, describe them briefly below.
2.This section may also be used to provide any other information, explanation or clarification
relating to previous sections of the report, so long as it is relevant and not redundant.
Specifically, indicate whether the Company is subject to any corporate governance
legislation different from than that prevailing in Spain and, if so, include any information
required under this legislation that differs from the data requested in this report.
3.The company may also indicate whether it voluntarily complies with other ethical or best
practice codes, whether international, industry based, or other. In such a case, name the
code in question and the date the company began following it. It should be specifically
mentioned that the company adheres to the Code of Good Tax Practices of 20 July, 2010.
This Annual Corporate Governance Report was approved by the Board of Directors of the
Company at the meeting held on 17 March 2016..
Indicate whether any Directors voted against or abstained from voting on this report.
Yes
No
Name of Director not Voting
for Approval of this Report
Reasons (opposed, abstention,
non-attendance)
-
-
-
66
3
Consolidated Report
Appendix
67
3
Consolidated Report
Appendix
68

informe de auditores 2015

Transcription

Similar documents

The biology of Papilio indra kaibabensis in the

sandra humphries - Mid Murray Council

Grid Girl hopeful - Tatts Finke Desert Race

2015 Agriculture Federal Credit Union (AgFed) Board of Directors

ACCOMMODATION Wyższa Szkoła Języków Obcych w Szczecinie

sings the love poems of

Sustainable Growth. Long-Term Success.

January 2014 Newsletter - Fresno Police Department Credit Union

Teleplan Annual Report 2007 from website

Old-fashioned aesthetics merge with a red-hot engine and