Professional Documents
Culture Documents
Date
Transactions in 2013
Shareholders
No. of Shares
31-12-2012
No. of
Shares
31-12-2013
Acquisitions
221.360.153
Camargo Corra Cimentos Luxembourg, S..r.l
(1)
31,700,000
(2)
3,09 09-08-2013
189.660.153
Shareholders
No. of Shares
31-12-2012
No. of
Shares
31-12-2013
Acquisitions Disposals
Transactions in 2013
Price
Date
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
212
Information Disclosed and Sources of Information
In its capacity as an issuer of securities admitted to trading on the market, Cimpor - Cimentos
de Portugal, SGPS, SA (Cimpor) published the following information during the 2013 financial
year on the site of the Cimpor Group. According to law or regulations, these announcements
were also published on the site of the CMVM and Euronext, and also the Justice site when
specifically required.
.
17 January New Assets - Reorganization and Asset Swap Process
31 January Merger of intra-group companies in Brazil (Cimpor Brasil and InterCement Brasil)
4 March Cimpor new perimiter
18 March Presentation of financial year 2012 results
18 March Francisco Sequeira appointed deputy company secretary
23 May Presentation of 1st Quarter 2013 Results
23 May
Deliberations of the 2013 General Meeting, the accounts reporting documents regarding
the financial year of 2012; the proposal for the allocation of profits according to which the
company will distribute a gross dividend of 0,0162 euros per share; as well as all other
items proposed approval.
4 June Dividend payment for 2012
4 June Resignations from Members of the Board of Directors (Lus Filipe Sequeira Martins and
Manuel Lus Barata de Faria Blanc)
22 July Cimpor increases griding capacity in Mozambique, in 220 thousand tons per year
26 August Cimpor publishes 1st Half Results Report 2013
26 August
Claudio Borin Guedes Palaia and Nlson Tambelini Jnior have been appointed members
of the Board of Directors of Cimpor, following the resignation of Andr Gama Schaeffer,
Daniel Antonio Biondo Bastos, Armando Srgio Antunes da Silva and Luis Miguel da
Silveira Ribeiro Vaz.
3 September Standard and Poors reaffirms rating and changes outlook to positive
26 November
Announces 3rd Quarter 2013 Results
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
213
IV SUPERVISION AND AUDIT
DOCUMENTS
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
214
AUDIT COMMITTEE REPORT AND OPINION
ON THE CONSOLIDATED AND INDIVIDUAL ACCOUNTS
FOR 2013
Pursuant to Article 423-F(1)(g) of the Companys Code, the Audit Committee of Cimpor -
Cimentos de Portugal, SGPS, S.A. presents the report of its monitoring action, its opinion on the
Annual Report for the financial year ended 31 December 2013, and its opinion on the proposals
submitted by the Board of Directors of the company to the General Meeting.
Supervision of the Company
The Audit Committee has followed the development of the business activity in the 2013 financial
year by the Cimpor group companies. It has fostered compliance with the law and the
Companys articles of association, and accuracy of the published accounting documents. It has
also checked the validity of the accounting records, the adequacy of the accounting policies
adopted, and supervised the process of preparation and disclosure of financial information,
including periodic information disclosed to the market.
The Audit Committee monitored during 2013 the risk management and internal control system
adopted the previous year, analysing and assessing the effectiveness of its application to the
units integrated in the universe of the Cimpor Group. The Audit Committee directly supervised
the activity performed by the internal audit of the Group's companies, regularly receiving reports
on the information and conclusions reached by the internal audit services on the work
performed in accordance with the schedule approved by the Audit Committee. No fact that
should be highlighted was detected in the business activity of those companies and the Audit
Committee considers that the systems in place are adequate and progress in identifying,
monitoring and managing the risks the Company is exposed to.
The Audit Committee gave its opinion on the two transactions during the year involving related
parties and which were submitted to it for appraisal.
It also monitored the regular information it received on the system in place for the reception and
handling of irregularities.
The Audit Committee did not encounter any constraint on the exercise of its activity. It met eight
times and participated, with all its members attending, in all the meetings of the Board of
Directors.
The Audit Committee maintained necessary contact with the Statutory Auditor and the External
Auditor to monitor the audit work performed and learn the respective conclusions, ensuring the
independence of the external auditor is maintained and evaluating its performance.
Statement of Compliance
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
215
The members of the Audit Committee declare, pursuant to Article 245(1)(c) of the Portuguese
Securities Code applicable by virtue of Article 8(1)(a) of CMVM Regulation no. 5/2008 (Duty of
Disclosure), that to the best of their knowledge the data contained in the annual report, the
accounts, the statutory audit certificate and other accounting documents of Cimpor Cimentos
de Portugal, SGPS, S.A. relative to the 2013 financial year were all drawn up in conformity with
applicable accounting standards. Those members also state that the referred documents
provide an accurate and appropriate image of the assets and liabilities, the financial situation
and the profits of that company and the companies included in the consolidation perimeter, and
that the management report faithfully reports the evolution of the business, the performance and
the position of Cimpor and the companies included in the consolidation perimeter, also
containing a description of the main risks and uncertainties facing them.
Opinion
The Audit Committee examined the proposals presented by the Board of Directors to the
Shareholders, the Management Report and the consolidated and individual financial statements
for the year ended 31 December 2013, which include the consolidated statements of financial
position, the individual and consolidated profit and loss statement, the individual and
consolidated statements of comprehensive income, cash flows and changes in equity and the
annexes thereto, for the year ended on that date and prepared in accordance with International
Financial Reporting Standards.
Its duties included the analysis of the Statutory Audit Certificate and the Audit Reports of those
consolidated and individual financial statements, prepared by the Statutory Auditor.
The Audit Committee agrees with the Statutory Audit Certificate of the individual and
consolidated accounts prepared by the Statutory Auditor.
The Audit Committee also reviewed the Corporate Governance Report for 2013, prepared by
the Board of Directors in accordance with the provisions of Regulation no. 4/2013 (Corporate
Governance of Listed Companies), as established by the Portuguese Securities Market
Commission and includes, inter alia, the factors identified in Article 245-A of the Portuguese
Securities Code.
It is the Audit Committees opinion, in view of the above, that the individual and consolidated
financial statements and the Management Report to 31 December 2013, as well as the
proposed appropriation of profits expressed in the Management Report, are in accordance with
the accounting, legal and statutory requirements so there is no obstacle to its approval by the
Shareholders.
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
216
LEGAL CERTIFICATION OF ACCOUNTS AND AUDITORS REPORT
(Translation of a report originally issued in Portuguese)
Introduction
1. In compliance with the applicable legislation we hereby present our Legal
Certification of Accounts and Auditors Report on the consolidated and separate
financial information contained in the Board of Directors Report and the
accompanying consolidated and separate financial statements of Cimpor
Cimentos de Portugal, SGPS, S.A. (the Company) for the year ended 31
December 2013, which comprise the consolidated and separate statements of
financial position as of 31 December 2013 (that present totals of 6,451,345
thousand Euros and 1,254,880 thousand Euros, respectively and consolidated
and separate shareholders equity of 987,561 thousand Euros and 1,207,825
thousand Euros, respectively, including a consolidated net loss attributable to
the shareholders of the Company of 19,351 thousand Euros and a separate net
profit of 7,543 thousand Euros, respectively), the consolidated and separate
statements of profit and loss and other comprehensive income, of changes in
shareholders equity and of cash flows for the year then ended and the
corresponding notes.
Responsibilities
2. The Companys Board of Directors is responsible for: (i) the preparation of
consolidated and separate financial statements which present a true and fair
view of the financial position of the Company and of the companies included in
the consolidation, the consolidated and separate results and comprehensive
income of their operations, the changes in their consolidated and separate
shareholders equity and their consolidated and separate cash flows; (ii) the
preparation of historical financial information in accordance with International
Financial Reporting Standards as adopted by the European Union (IAS/IFRS)
and that is complete, true, timely, clear, objective and licit, as required by the
Portuguese Securities Market Code (Cdigo dos Valores Mobilirios); (iii) the
adoption of adequate accounting policies and criteria and the maintenance of
appropriate systems of internal control; and (iv) the disclosure of any significant
facts that have influenced the operations of the Company and the companies
included in the consolidation, their financial position or their results and
comprehensive income.
3. Our responsibility is to examine the consolidated and separate financial
information contained in the documents of account referred to above, including
verifying that, in all material respects, the information is complete, true, timely,
clear, objective and licit, as required by the Portuguese Securities Market Code,
and to issue a professional and independent report based on our examination.
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
217
Scope
4. Our examination was performed in accordance with the Auditing Standards
(Normas Tcnicas e Directrizes de Reviso/Auditoria) issued by the
Portuguese Institute of Statutory Auditors (Ordem dos Revisores Oficiais de
Contas), which require the examination be planned and performed with the
objective of obtaining reasonable assurance about whether the consolidated and
separate financial statements are free of material misstatement. Our
examination included verifying, on a sample basis, evidence supporting the
amounts and disclosures in the consolidated and separate financial statements
and assessing the significant estimates, based on judgements and criteria
defined by the Board of Directors, used in their preparation. Our examination
also included verifying the consolidation procedures, application of the equity
method and that the financial statements of the companies included in the
consolidation have been appropriately examined, assessing the adequacy of the
accounting policies used, their uniform application and their disclosure, taking
into consideration the circumstances, verifying of the applicability of the going
concern concept, assessing the adequacy of the overall presentation of the
consolidated and separate financial statements and assessing if, in all material
respects, the financial information is complete, true, timely, clear, objective and
licit. Our examination also included verifying that the consolidated and separate
financial information included in the Directors Report is consistent with the other
consolidated and separate financial statements as well as carrying out the
verifications set forth in items 4 and 5 of article 451 of the Portuguese
Commercial Company Code (Cdigo das Sociedades Comerciais). We believe
that our examination provides a reasonable basis for expressing our opinion.
Opinion
5. In our opinion, the consolidated and separate financial statements referred to in
paragraph 1 above, present fairly, in all material respects, the consolidated and
separate financial position of Cimpor Cimentos de Portugal, SGPS, S.A. as of
31 December 2013 and the consolidated and separate results and
comprehensive income of its operations, the changes on its consolidated and
separate shareholders equity and its consolidated and separate cash flows for
the year then ended, in accordance with International Financial Reporting
Standards as endorsed by the European Union and the information included
therein is, in accordance with the definitions contained in the standards referred
to in paragraph 4 above, complete, true, timely, clear, objective and licit.
Emphasis
6. The consolidated statements of profit and loss and other comprehensive income
and of cash-flows for the year ended 31 December 2013 are not fully
comparable with those of the preceding year as they include the results and
cash flows of the operations relating to assets acquired in the swap operation,
which was realized at the end of the year ended 31 December 2012.
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
218
Report on other legal requirements
7. It is also our opinion that the consolidated and separate financial information
included in the Directors Report is consistent with the annual consolidated and
separate financial statements and the Corporate Governance Report includes
the information required for the Company in accordance with article 245 - A of
the Portuguese Securities Market Code.
Lisbon, 27 February 2014
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
219
Contact details
CIMPOR - CIMENTOS DE PORTUGAL, SGPS, S.A.
Registered Office
Rua Alexandre Herculano, 35
1250-009 Lisboa
Tel.: +351 21 311 81 00
Fax: +351 21 356 13 81
Communication
Rua Alexandre Herculano, 35
1250-009 Lisboa
Tel.: +351 21 311 82 65
Fax: +351 21 311 88 26
dcom@cimpor.com
Investor Relations
Rua Alexandre Herculano, 35
1250-009 Lisboa
Tel.: +351 21 311 88 89
Fax: +351 21 311 88 67
InvestorRelations@cimpor.com
www.cimpor.com/investidores
2013 Annual Report
CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A.
220
CIMPOR Cimentos de Portugal, SGPS, S.A.
Publicly traded company
Share Capital: EUR 672 000 000
Tax and Lisbon Companies Registry and
Registration number 500 722 900
Registered Office
Rua Alexandre Herculano, 35
1250-009 Lisboa
Tel.: +351 21 311 81 00
Fax: +351 21 356 13 81
dcom@cimpor.com
www.cimpor.pt