corporate governance report 2016 - emef · corporate governance report i. executive summary ii....
TRANSCRIPT
2016
CORPORATEGOVERNANCE
REPORT
2016
CORPORATEGOVERNANCE
REPORT
CORPORATE GOVERNANCE REPORT
I. Executive Summary
II. Mission, goals and policies
III. Capital structure
IV. Shareholdings and bonds
A. Officers of the General Meeting
B. Management and Supervision
C. Oversight
D. Statutory Auditor
E. External Auditor
VI. Internal organisation
A. Articles of association and communications
B. Internal supervision and risk management
C. Regulations and Codes
D. Special reporting duties
VII. Remuneration
A. Powers to set remuneration
B. Remunerations committee
C. Remuneration structure
D. Disclosure of remuneration
VIII. Transactions with related and other parties
IX. Analysis of the Company's economic, social and environmental sustainability
X. Corporate governance assessment
6
8
10
12
17
17
21
25
26
28
29
29
30
32
34
35
35
35
35
36
38
56
V. Corporate bodies and committees 16
E. Website 32
CORPORATEGOVERNANCEREPORT
EXECUTIVESUMMARY
7
According to the principles of good governance and pursuant to Decree-Law no. 133/2013, which has been in effect since December 2013, every year, state-owned companies are obliged to submit a separate report on good practices in corporate governance providing full, up-to-date information on all matters regulated by Chapter II of the above Decree-Law enti-tled "Principles of Corporate Governance".
In compliance with Article 54 of the Decree-Law, EMEF has drawn up this report for 2016.
In 2016 EMEF drafted a business plan and budgets for 2017-2019, the accounting documents for 2015 and monthly and quarterly fiscal execution reports.
There were no changes in the membership of the Board of Directors in 2016. The current members are also directors of the single shareholder, CP, and are therefore not remunerated by EMEF.
There were changes in the membership of the Supervisory Board, as described in Chapter V.C. of this report. Nonetheless the positions of Chair and acting members continue to be unremunerated as they are on the payroll of CP, E.P.E.
The remunerations of the Statutory Auditor and External Auditor are declared in this report. The report also describes efforts towards economic, social and environmental sustainability and transactions with related and other parties.
Every year, EMEF publishes a good corporate governance report to inform its shareholder and the general public as to how it pursued its mission, the degree of achievement of its goals, the way in which it abided by its policy of social responsibility and sustainable develop-ment and to what extent it preserved its competitiveness through research and develop-ment, innovation and the adoption of new technologies in the production process.
I EXECUTIVE SUMMARY
MISSION,GOALS ANDPOLICIES
9
EMEF's aim is to become the national reference in railway rolling stock.
Traditionally linked to the railway sector, EMEF has taken on the mission of creating value for its customers, personnel and shareholder. It is awareness of this mission that motivates the Company, gives it meaning and is a way of binding the efforts that everyone makes on a daily basis.
The way to achieve these broad goals is set out in policies based on the following principles:
• Developing customer-oriented activity
• Creating safe conditions for the workforce and rolling stock
• Protecting the environment
• Managing activity in such a way as to ensure economic and financial sustainability and continuity of independent operations.
II MISSION, GOALS AND POLICIES
CAPITALSTRUCTURE
11
III CAPITAL STRUCTURE
The Company's share capital is EUR 8,100,000, divided into and represented by 8,100,000 shares with a face value of one euro each. It has been totally paid-up in cash and other assets recorded in the company books. Shares are either registered or bearer and may be demate-rialised or represented by certificates of 1, 5, 10, 50, 100, 500, 1,000 or 5,000 shares. Shares are reciprocally convertible at the shareholders' request and they will bear the cost of any such conversion.
The shares are held by CP – Comboios de Portugal, E.P.E., and there are no constraints to their ownership and/or transferability.
There are no shareholders' agreements imposing any constraints on the company.
SHAREHOLDINGSAND BONDS
13
IV SHAREHOLDINGS AND BONDS
At the end of 2016, EMEF had holdings in the following business entities:
SHAREHOLDINGS
EMEF
EMEF/SIEMENS ACE
NOMAD TECH, Lda
51% of the net profit/loss
35% of the capital
NAME
EMEF/SIEMENS ACE is a complementary group of companies set up in 2009 by EMEF and SIEMENS and its object is the synergy and optimisation of the group members' activity as regards the maintenance of LE5600 and LE4700 Electric Locomotives under an agreement concluded between the ACE and CP – Comboios de Portugal, E.P.E.
NOMAD TECH is a private limited liability company set up in November 2013 between EMEF and NOMAD Digital for the purpose of providing railway telemanagement solutions, such as maintenance based on condition (MBC) and energy efficiency, to the railway market worldwide.
EMEF also has the following holdings in associations and foundations:
ENTITIES IN WHICH EMEF IS A FULL OR FOUNDING MEMBER
Year ofadmission
INEGI - Instituto de Engenharia
Mecânica e Gestão Industrial
Comments
2006
Entity
EMEF is a full member of this Institute with a EUR 2,500
subscription, corresponding to 500 units.
Interest
2,500
FMNF - Fundação Museu Nacional Ferroviário 2007 EMEF is equated to a founding member. EMEF's contribution
was made in kind, in the form of services to repair the locomo-
tive turntable.
31,944
CORPORATE GOVERNANCE REPORT 14
No financial guarantees were provided to other entities, nor were any debts or liabilities of other entities taken on.
The significant trade relations between EMEF and its sole Shareholder (CP, E.P.E.) are set out in Chapter VIII (Transactions with Related and Other Parties) of this report.
With regard to the mechanisms used to prevent conflicts of interest and in strict compliance with the good governance principles applicable to state-owned companies set out in Decree-Law no. 133/2013, particularly Article 51 thereof, EMEF's Directors refrain from intervening in decisions involving their own interests, for instance, expenses incurred by a given director approved by another director. Moreover, the company directors have no shareholdings in its capital or any relations with its suppliers, customers, financial institutions or other business partners likely to cause conflicts of interest.
EMEF MEMBERSHIPS
Year of admission
NERSANT
Associação Empresarial da Região de Santarém
Justification
1996
Entity
On 4 October 1996, the EMEF Executive Committee decided to authorise EMEF's
membership of this association, in light of the company's registered office being
located in Entroncamento and of this membership offering the advantage of
automatically becoming an AIP (Portuguese Industrial Association) member,
facilitating access to CSF structural funds and obtaining subsidised interest rates
on loans under the memorandum of understanding signed with BES.
IPQ
Instituto Português para a Qualidade
1995 EMEF is currently registered as a Class B correspondent, with the following
advantages: free receipt of standards (Portuguese, European and ISO) issued
yearly and discounts on the purchase of standards in general, which are
necessary for the company's quality management system and its certification.
ANEME - Associação Nacional das Empresas
Metalúrgicas e Eletromecânicas
2007 On 1 February 2007, the EMEF Executive Committee decided to reapply for
admission to this association, in order to enjoy the advantages it offers in terms
of internationalisation to both Argentina and Mozambique.
APNCF - Associação Portuguesa para a
Normalização e Certificação Ferroviária
1996 EMEF is equated to a founding member.
Plataforma Ferroviária Portuguesa 2016 On 16 March 2016, the EMEF Executive Committee decided to authorise EMEF's
membership of this platform. The platform provides its members with competi-
tiveness in the Portuguese economy by undertaking initiatives and RDI projects,
fostering cooperation between companies, entities in the Portuguese science
and technology system, public and private entities, associations, federations,
confederations and others in or connected to the rail sector.
CORPORATEBODIES ANDCOMMITTEES
17
OFFICERS OFTHE GENERAL MEETING
V CORPORATE BODIES AND COMMITTEES // A.
MANAGEMENT AND SUPERVISIONV CORPORATE BODIES AND COMMITTEES // B.
The Company's management and supervision structure comprises a Board of Directors, a Supervisory Board and a Statutory Auditor.
The members of the corporate bodies are elected by the General Meeting, without prejudice to any decisions made by the sole Shareholder.
There are no resolutions by the shareholders that, under the articles of association, can only be passed by a qualified majority.
OFFICERS OF THE GENERAL MEETING
Position
2013-2016
Name Attendance fee (EUR)
Maria Romana da Cunha Paulino Correia de Vasconcelos
Maria Filipa Alves Marvão Lucas Martins
Chairwoman
Secretary
0
0
Annual remuneration in 2016 (EUR)
Reversals in remuneration (3)Reductions in remuneration (2)Gross (1)Position Final amount (4) = (1) - (2) + (3)
0
0
0
0
0
0
0
0
Chairwoman
Secretary
Term of office(start-end)
BOARD OF DIRECTORS
Position
2016
Name
Manuel Tomás Cortez Rodrigues Queiró
Nuno Serra de Sanches Osório
Kept the positions to which
they were appointed in 2015
Form Date
Chairman
Member
Legal formof appointment
CP
CP
Paying entity (O/D)
RemunerationTerm of office
(start-end)
CORPORATE GOVERNANCE REPORT 18
In the absence or definitive impediment of any director, a substitute will be co-opted. Any such co-option must be confirmed at the following General Meeting. The term of office of the new director will expire at the end of the term for which the replaced director had been elected.
SUMMARISED CURRICULA VITAE
Master's Degree in Operational Research and Systems Engineering (academic part), Instituto Superior Técnico (Lisbon School of Engineering), 1983-1985, and Degree in Civil Engineering, Science and Technology Faculty of Universidade de Coimbra, 1978
Chairman of EMEF – Empresa de Manutenção de Equipamento Ferroviário, S.A. since August 2015
Chairman of the Board of Directors of Comboios de Portugal, E.P.E. since February 2013
Lecturer, Assistant Professor, Universidade de Coimbra, Science and Technology Faculty, Town Planning, Land-Use Planning and Transport Laboratory (1980-2013)
Managing Partner of Conprojur, Consultadoria e Projetos Urbanos, Lda., Coimbra, a project coordination company (2006-2013)
Director of Soturis – Sociedade Imobiliária e Turística, SA (2002-2005)
Member of the Portuguese Parliament (CDS), where he was a member of the Parliamentary Public Works, Environment and Local Power Committee, of the Parliamentary Education Committee and of the Parliamentary European Integration Committee. Helped define options for the National Road Plan, Rail Network, Port and Airport Infrastructures, Porto Light Rail System, TGV, final decision for Co-incineration and Hazardous Waste Policy, regional and local Natural Gas Network and National Energy Production Policy (1983-1987, 1991-1995 and 1999-2002)
Consultant and Designer (1989-1993)
Navy Sub-lieutenant (1978-1980)
MANUEL TOMÁS CORTEZ RODRIGUES QUEIRÓ (Chairman since August 2015)
19
Degree in Economics from the Faculty of Economics of Universidade Nova de Lisboa, 1989, and attendance of PADE - Programa de Alta Direção de Empresas (Corporate Top Manage-ment Programme) at AESE Business School, 2011
Board Member of the EMEF, SA Board of Directors since May 2015
Board Member of the CP, EPE Board of Directors since May 2015
Director of APL – Lisbon Port Authority (2013-2015)
Executive Director of ETE Logística, S. A., Director of Autoguer – Aluguer de Automóveis e Equipamento, S. A., Manager of ETE Logística de Moçambique, Lda. and Manager of Trans-portes Sousa Mendes – Transporte de Mercadorias, Lda. (2008-2013)
Chairman of the Board of Directors of ATI - Arnaud Transitários (Ilhas), S. A. and Director of Logisdar - Logística e Transporte de Mercadorias, S. A. (2005-2008)
Chief of Staff of the Secretary of State for Maritime Affairs (2004-2005)
Investment Director of Intermoney Valores sv Sucursal de Portugal (2003-2004)
Director and Member of the Executive Committee of Banif - Banco de Investimento, S. A., Director and Member of the Executive Committee of Banifundos Cisalpina - Soc. Gestora de Fundos Mobiliários, S. A., Director and Member of the Executive Committee of Banif Patrimó-nios - Soc. Gestora de Patrimónios, S. A. and Chairman of the Supervisory Board of APFIN - Associação das Sociedades Gestoras de Fundos de Investimento e de Patrimónios (1999-2002)
Chairman of Finivalor - Soc. Gestora de Fundos de Investimento Mobiliário, S. A. and Director of Finipatrimónio - Soc. Gestora de Patrimónios, S. A. (1996-1999)
Investment Director of Carnegie Portugal - Soc. Gestora de Patrimónios, S. A. (1994-1996)
Deputy Director of Espírito Santo - Soc. Gestora de Patrimónios, S. A. (1991-1994)
Trader for CISF - Corretora, Soc. Corretora de Valores Mobiliários, S. A. (1989-1991)
NUNO SERRA SANCHES OSÓRIO(Board Member since May 2015)
CORPORATE GOVERNANCE REPORT 20
COMPANYORGANISATION CHART
V CORPORATE BODIES AND COMMITTEES
The Board of Directors held 37 meetings in the course of 2016. The chairman attended 36 meetings and the member 34 meetings, and all absences were duly justified.
The members of the EMEF Board of Directors currently in office are also directors at the shareholder and are not remunerated by EMEF.
The company body responsible for assessing the performance of the executive directors is the General Meeting and there are no predetermined criteria for this assessment.
There are no committees or managing directors on the Board of Directors or the Supervisory Board.
Board of Directors
Coordinating Directorof Support Areas
Coordinating Directorof Operational Areas
Engineering
North Unit workshop
Center Unit workshop
Financial
Logistics
Information Systems
Human Resources
CEO
Integrated ProductionPlanning
Management Control
Legal and Admin Services
Quality and Environment
Internal Audits
Rotables Unit
Goods Unit
High-speedMaintenance Unit
South Unit workshop
BusinessDevelopment Safety
21
Degree in Business Management from Universidade Católica Portuguesa, post-graduate course in Corporate Finance at INGED-ISCTE Executive Education
Chairwoman of the Supervisory Board of EMEF – Empresa de Manutenção de Equipamento Ferroviário, S.A. since October 2016
Head of the Financial Department in the CP Financial Division, in charge of financial and cash management since 2013
CP Chief Financial Officer responsible for financial and cash management (2011-2013)
Responsible for the Group's Financial Management - Corporate Finance, in charge of mana-ging financial resources and optimising financing conditions, by negotiating borrowing terms and managing loan agreements and risk management instruments (2007-2011)
Responsible for the GGFC's short-term financial management, entering into loan agreements with banks with a view to optimising available financial resources (2003-2007)
Senior Officer of the Financial Management Office, having participated in setting up external financing operations and managing and monitoring various financing and related agree-ments (1998-2003)
Joined the financial area of CP – Comboios de Portugal in 1998
Credit analysis and assessment for CETELEM – Sociedade Financeira de Aquisição a Crédito (1996-1998)
Member of the Board of Directors of Eurofima – European Company for the Financing of Railroad Rolling Stock
OVERSIGHT
V CORPORATE BODIES AND COMMITTEES // C.
The oversight of the Company is entrusted to a Supervisory Board composed of a chairman, two acting members and an alternate member and to a Statutory Auditor or a Statutory Audit Firm, all of which are elected for a one-year term by the General Meeting.
SUMMARISED CURRICULA VITAE
SUPERVISORY BOARD
Position
2016
Name
Ana Maria dos Santos Malhó
Elisabete Gonçalves Bettencourt de Freitas Oliveira
Maria de Fátima Correia Paixão de Matos Alves
Carla Manuela Serra Geraldes
Unanimous decision
Unanimous decision
Unanimous decision
Unanimous decision
19/10/16
19/10/16
19/10/16
19/10/16
Form Date
Chairwoman
Member
Member
Alternate Member
Appointment
Not remunerated
Not remunerated
Not remunerated
Not remunerated
Fixed monthlyremuneration status (EUR)
Term of office(start-end)
ANA MARIA DOS SANTOS MALHÓ(Chairwoman)
The Chairman and Members of the Supervisory Board are not remunerated, as these positions are held by CP, E.P.E. employees.
CORPORATE GOVERNANCE REPORT 22
Degree in Business Management from Universidade Católica Portuguesa, post-graduate course in Corporate Finance at INGED-ISCTE Executive Education
Chairwoman of the Supervisory Board of EMEF – Empresa de Manutenção de Equipamento Ferroviário, S.A. since October 2016
Head of the Financial Department in the CP Financial Division, in charge of financial and cash management since 2013
CP Chief Financial Officer responsible for financial and cash management (2011-2013)
Responsible for the Group's Financial Management - Corporate Finance, in charge of mana-ging financial resources and optimising financing conditions, by negotiating borrowing terms and managing loan agreements and risk management instruments (2007-2011)
Responsible for the GGFC's short-term financial management, entering into loan agreements with banks with a view to optimising available financial resources (2003-2007)
Senior Officer of the Financial Management Office, having participated in setting up external financing operations and managing and monitoring various financing and related agree-ments (1998-2003)
Joined the financial area of CP – Comboios de Portugal in 1998
Credit analysis and assessment for CETELEM – Sociedade Financeira de Aquisição a Crédito (1996-1998)
Member of the Board of Directors of Eurofima – European Company for the Financing of Railroad Rolling Stock
Degree in Business Management, specialising in finance, from ISCTE – Instituto Superior de Ciências do Trabalho e da Empresa, specialisation in consolidation of accounts and holding companies from ISCTE – Business School; chartered accountant, member of the OCC
Member of the Supervisory Board of EMEF – Empresa de Manutenção de Equipamento Ferroviário, S.A., appointed in 2016
In 2014, took over the Accounts Department of CP – Comboios de Portugal, as part of CP's Financial Division, including general accounting, analytical accounting, tangible and intangible fixed assets and taxation, working on individual and consolidated accounts and compliance with tax obligations
Chartered accountant of the following CP Group companies: Fernave SA – Empresa de Formação Profissional; Ecosaúde SA – Empresa de Medicina de Saúde no Trabalho; Fergráfi-ca Lda – Empresa de Artes Gráficas (company liquidated in 2013) and Pactogest Lda – Empre-sa de estudos de alcoolemia (company merged 2009) since 2008
Joined CP – Comboios de Portugal in 1999, working in accountancy and taxation since then
ELISABETE GONÇALVES BETTENCOURT DE FREITAS OLIVEIRA (Member)
23
Degree in Law from Universidade Clássica de Lisboa, post-graduate diploma in Business Mana-gement and Organisation from Instituto Superior para o Desenvolvimento dos Recursos Humanos, currently Instituto Superior de Gestão
Lawyer in the Legal Department of CP – Comboios de Portugal, providing legal services to the company, legal advice and representation of CP in the Legal Group of UIC (International Union of Railways) and its working subgroups since 1987
Conducted studies in different areas at Banco Pinto & Sotto Mayor as part of a scholarship from the bank in 1986
Lawyer in litigation departments of several construction and ship repair companies (1980-1986)
Enrolled at the Portuguese Bar Association since June 1980
MARIA DE FÁTIMA CORREIA PAIXÃO DE MATOS ALVES(Member)
Degree in Economics from the Economics Faculty of Universidade do Porto
Certified auditor since 2002. Manager of Deloitte & Touche audit department (1996-2003)
Acquired 15 years of experience in auditing at a multinational audit firm, nine of which as Statutory Auditor, working at some of the largest national and international companies in different business areas. Currently (since 2004) partner at Horwath & Associados responsible for auditing work
CARLA MANUELA SERRA GERALDES(Alternate member)
CORPORATE GOVERNANCE REPORT 24
The Supervisory Board is independent from the management and its functioning and duties are defined in the Company's Articles of Association. The current members were elected unanimously by the General Meeting on 19 October 2016.
The members of the Supervisory Board have individually or jointly continued to monitor the Company's activity, by reading the minutes of Board of Directors meetings and the Compa-ny's performance reports. They analysed and gave opinions on the 2015 accounts, as required by law.
The Supervisory Board met four times in 2016.
25
STATUTORY AUDITORV CORPORATE BODIES AND COMMITTEES // D.
The EMEF statutory auditor is Horwath & Associados, SROC, Lda., which is registered at OROC – Ordem dos Revisores Oficiais de Contas (statutory auditors' association) under no. 186 and at CMVM – Comissão do Mercado de Valores Mobiliários (stock exchange commission) under no. 9171, represented by Sónia Bulhões Costa Matos Lourosa, ROC (statutory auditor) no. 1128.
Horwath & Associados, SROC, Lda. was reappointed as the SROC responsible for the Legal Certi-fication of Accounts for 2016 at the General Meeting on 19 October 2016.
The statutory auditor or statutory audit firm is responsible for performing the duties set out in the law and carrying out all examinations and verifications required for the review and legal certi-fication of the accounts.
Horwath & Associados, SROC, Lda. is responsible for the review and legal certification of the EMEF accounts as well as those of other CP Group companies.
The current amount resulted from a call for tenders where the awarding criterion was the lowest price and it has not increased from previous years (2013, 2014 and 2015).
The statutory auditor did not provide EMEF with any additional services.
STATUTORY AUDITOR
Position
2016 Horwath & Associados, SROC, LdaSROC 19/10/16Unanimous decision
Annual remuneration in 2016 (EUR)
Reversals inremuneration (3)
Reductions inremuneration (2)Gross (1)
Final amount(4) = (1) - (2) + (3)
0 5,39505,395
Term of office(start-end)
Statutory Auditor (SROC/ROC)
Name
186
Registered atOROC under no.
9171
Registered atCMVM under no. Form Date
Appointment
No. of years workingfor the group
5
No. of yearsworking for the company
5
CORPORATE GOVERNANCE REPORT 26
EXTERNAL AUDITORV CORPORATE BODIES AND COMMITTEES // E.
The EMEF external auditor is Ribeiro, Rigueira, Marques, Roseiro & Associados, SROC, Lda., which is registered at OROC under no. 197 and at CMVM under no. 20161495 and represent-ed by Joaquim Eduardo Pinto Ribeiro, ROC no. 1015.
The annual fees paid in 2016 are shown in the table below:
This company does not provide audit services to any of the entities in which EMEF holds an interest nor did it provide any services other than those mentioned above.
Information on the sums paid by CP Group members is set out in the CP (parent company) Report and Accounts.
(EUR)
Price of audit services
Price of tax consultancy services
Price of services other than audit
(%)
0
0
4,500
0%
0%
100%
Remuneration paid to External Auditor (separate accounts)
Total paid to the SROC by the company 4,500
EXTERNAL AUDITOR
Ribeiro, Rigueira, Marques,
Roseiro & Associados, SROC, Lda.
2014-201601/08/14
Name of the External Auditor
Name
197
Registered at OROC under no.
20161495
Registered at CMVM under no. Date Term
Contract
Annual remuneration in 2016 (EUR)
Reversals inremuneration (3)
Reductions inremuneration (2)Gross (1)
Final amount(4) = (1) - (2) + (3)
0 4,500 04,500
INTERNALORGANISATION
29
ARTICLES OF ASSOCIATIONAND COMMUNICATIONS
VI INTERNAL ORGANISATION // A.
The articles of association may be amended upon decision of the sole Shareholder.
INTERNAL SUPERVISIONAND RISK MANAGEMENT
VI INTERNAL ORGANISATION // B.
In addition to the governance model described above, EMEF also has:• An organisation chart, mission and powers of each body and delegation of powers
• A set of internal standards incorporated in the quality system, in addition to others relating to internal control, not included in this system
• Internal AuditsThe internal audits and risk management are the responsibility of the Internal Audit, Risk Assessment, Quality and Environment Office at the parent company, which encompasses the entire CP Group
• Management ControlThis area is responsible for the continuous monitoring of EMEF's activity and its main duties are as follows:
a. To prepare the Company's annual/multiannual plan, involving the definition of programmes and actions, in close cooperation with the different organi-sational areas and units
b. To monitor the implementation of the approved programmes and budgets, by analysing deviations and detecting situations requiring corrective mea-sures
c. To monitor the implementation of the Company's annual plan, in order to ensure timely awareness of the progress of programmed activities and bud-gets and detect situations requiring corrective and/or additional measures to deal with deviations that must be managed
d. To ensure the preparation and distribution of standardised periodical reports on the Company's physical and budgetary performance and that of each of its departments
Control activities are also performed in physical inventories and inventory and tangible fixed asset write-offs.
EMEF's activity is exposed to inherent risks, such as credit and liquidity risk and interest rate risk associated with cash flows, resulting from its financing, though none of these are relevant financial risks.
Risk management is carried out in accordance with Order no. 101/09 – SETF on the basis of principles of preservation of the Company's financial independence, thereby enhancing its financial balance and return on capital invested.
CORPORATE GOVERNANCE REPORT 30
In addition to the governance model described above, EMEF also has:• An organisation chart, mission and powers of each body and delegation of powers
• A set of internal standards incorporated in the quality system, in addition to others relating to internal control, not included in this system
• Internal AuditsThe internal audits and risk management are the responsibility of the Internal Audit, Risk Assessment, Quality and Environment Office at the parent company, which encompasses the entire CP Group
• Management ControlThis area is responsible for the continuous monitoring of EMEF's activity and its main duties are as follows:
a. To prepare the Company's annual/multiannual plan, involving the definition of programmes and actions, in close cooperation with the different organi-sational areas and units
b. To monitor the implementation of the approved programmes and budgets, by analysing deviations and detecting situations requiring corrective mea-sures
c. To monitor the implementation of the Company's annual plan, in order to ensure timely awareness of the progress of programmed activities and bud-gets and detect situations requiring corrective and/or additional measures to deal with deviations that must be managed
d. To ensure the preparation and distribution of standardised periodical reports on the Company's physical and budgetary performance and that of each of its departments
Control activities are also performed in physical inventories and inventory and tangible fixed asset write-offs.
EMEF's activity is exposed to inherent risks, such as credit and liquidity risk and interest rate risk associated with cash flows, resulting from its financing, though none of these are relevant financial risks.
Risk management is carried out in accordance with Order no. 101/09 – SETF on the basis of principles of preservation of the Company's financial independence, thereby enhancing its financial balance and return on capital invested.
REGULATIONS AND CODES
VI INTERNAL ORGANISATION // C.
In addition to legal provisions applicable to state-owned companies and companies engaging in industrial activity, EMEF is governed by a number of regulations, with particular emphasis on:
1. The Company's Articles of Association
2. Company agreements
3. Code of Ethics
4. Internal Regulation of the
Ethics Committee
5. Quality Handbook
6. Environmental Quality and Safety Policy
7. Environmental Procedures
8. Quality Procedures
9. Internal Standards
10. Human Resource Handbook
11. Human Resource Policy
12. Human Resource Procedures
13. Regulation of Professional Categories
14. Company Car Management Regulation
15. General Conditions on Procurement
of Goods and Services
16. Blood Alcohol Control Regulations
17. Occupational Safety and Hygiene Handbook
18. Communication Policy
Internal Regulations
31
SubjectStandards
Public Manager StatuteDecree-Law no. 71/2007 of 27 March. Republished in Decree-Law no. 8/2012 of 18 January
Good corporate governance principles for the state-owned business sectorCouncil of Ministers Resolution no. 49/2007 of 28 March
Public Procurement CodeDecree-Law no. 18/2008 of 29 January. Republished in Decree-Law no. 278/2009 of 2 October, Article 4
Guidelines for the procurement of services exceeding EUR 125,000 and for the
application of public procurement rules
Order no. 438/10-SETF of 10 May
Technical conditions contributing to greater safety of the rail system and rail
travel
Decree-Law no. 27/2011 of 17 February
Creates the responsible industry system that regulates industrial activity, the
installation and operation of responsible business zones and the accreditation
of entities in this system
Decree-Law no. 169/2012 of 1 August, amended by Decree-Law no. 73/2015 of 11 May
Approves the new legal framework of the state-owned business sectorDecree-Law no. 133/2013 of 3 October, repealing Decree-Law no. 558/99
Approves the State Budget for 2016Law no. 7-A/2016 of 30 March
Sets out the rules for execution of the State Budget for 2016Decree-Law no. 18/2016 of 13 April
InteroperabilityCommission Regulation (EU) no. 445/2011 of 10 May
Commission Regulation (EU) no. 321/2013 of 13 March as amended by Regulation (EU) no. 1236/2013 of 2 December
Environment
Occupational health and safety
Decree-Law no. 41/2014 of 18 March transposing Directive 2013/9/EU which amends Annex III of Directive 2008/57/EC, amending Decree-Law no. 27/2011 of 17 February for the second time
Decree-Law no. 78/2004 of 3 April
Decree-Law no. 09/2007 of 17 January
Decree-Law no. 35/2008 of 27 February
Decree-Law no. 71/2008 of 15 April
Decree-Law no. 147/2008 of 29 July, as amended by Decree-Law no. 245/2009 of 22 September, Decree-Law no. 29-A/2011 of 1 March and Decree-Law no. 60/2012 of 14 March
Regulation (EC) no. 1005/2009 of 16 September
Decree-Law no. 73/2011 of 17 June (amending and republishing Decree-Law no. 178/2006 of 5 September)
Decree-Law no. 130/2012 of 22 June, amending and republishing Law no. 58/2005 of 29 December
Decree-Law no. 127/2013 of 30 August – Chapter V only
Ministerial Order no. 53/71 of 3 February – as amended by Ministerial Order no. 702/80 of 22 September
Decree-Law no. 243/86 of 20 August
Decree-Law no. 273/2003 of 29 October
Decree-Law no. 50/2005 of 25 February
Decree-Law no. 103/2008 of 24 June
Law no. 3/2014 of 28 January, republishing Law no. 102/2009 of 10 September
External Regulations
CORPORATE GOVERNANCE REPORT 32
SPECIAL REPORTING DUTIES
VI INTERNAL ORGANISATION // D.
Pursuant to Article 44 of Decree-Law no. 133/2013, the Company discloses information on the EMEF site.
WEBSITE
VI INTERNAL ORGANISATION // E.
The Company's website address is www.emef.pt.
EMEF operates in strict observance of the principles of social responsibility and sustainable development. Ethically
correct conduct is an undeniable reference internally and in relations with customers, suppliers and the communi-
ty in general.
The Code of Ethics contains certain values and principles which define conduct standards, mould EMEF's identity
and image and serve as a reference for all those that come into direct or indirect contact with it.
It was approved by the EMEF Worker's Committee, circulated to the staff and sent to the Authority for Working
Conditions, as required by law, and is therefore one of the Company's internal regulations.
The Code of Ethics is therefore recognised as a commitment made by all EMEF's personnel and corporate bodies with-
out exception. It applies to all those employed by EMEF, irrespective of their type of contract and hierarchical position.
Code of Ethics
REMUNERATION
35
POWERS TO SETREMUNERATION
VII REMUNERATION // A.
The General Meeting holds the powers to set the remuneration of the members of the corpo-rate bodies.
REMUNERATIONS COMMITTEEThe Company does not have a remunerations committee.
REMUNERATIONSTRUCTUREGiven that the members of the corporate bodies work for the parent company, they are not remunerated by EMEF, save for the statutory auditor – Horwath & Associados, SROC, Lda. – the fees of which amount to EUR 5,395 per annum under the terms of the service agreement.
DISCLOSURE OFREMUNERATIONThe annual amount of the remunerations paid to the members of the Company's manage-ment bodies is set out in the CP (parent company) Annual Report & Accounts.
VII REMUNERATION // B.
VII REMUNERATION // C.
VII REMUNERATION // D.
TRANSACTIONSWITH RELATEDAND OTHERPARTIES
37
VIII TRANSACTIONS WITH RELATED AND OTHER PARTIES
Transactions with related parties were those shown in the table below:
Transactions result from agreements concluded between the parties, orders, billing and the payment/collection thereof. Meetings are arranged between the parties to assess their degree of compliance with their obligations.
Contracts awarded have been publicly disclosed as required by law.
The Company has internal procurement procedures in place for the delegation of powers and duties in the authorisation of expenditure.
Suppliers that account for over 5% of third-party supplies and services and exceed EUR 1 million are shown in the table below:
RELEVANT TRANSACTIONS WITH RELATED PARTIES
Acquisition of goods & services
CP, EPE
ECOSAÚDE
FERNAVE
EMEF/SIEMENS, ACE
NOMAD TECH
Sales, provision of services & other income
6 156 784
67 149
11 477
32 494
1 109 432
38 973 397
-
-
3 487 960
82 327
Company
(EUR)
SUPPLIERS REPRESENTING OVER 5% OF THIRD-PARTY SERVICES & SUPPLIES
C P - COMBOIOS DE PORTUGAL EPE
NOMAD TECH LDA
GESTION MAQUINARIA FERROVIARIA SL
Amounts net of VAT
4 506 153
916 194
889 368
Company
(EUR)
ANALYSIS OFTHE COMPANY'SECONOMIC,SOCIAL ANDENVIRONMENTALSUSTAINABILITY
39
IX ANALYSIS OF THE COMPANY'S ECONOMIC, SOCIALAND ENVIRONMENTAL SUSTAINABILITY
// ECONOMIC RESPONSIBILITY
In the pursuance of its business, in 2016 EMEF continued to abide by efficiency criteria by means of significant cost containment and the careful rationalisation of resources, process-es and procedures, in addition to taking steps to increase its national and international market share.
// ENVIRONMENTAL RESPONSIBILITY
In 2016, EMEF's quality management system (QMS) continued to have NP EN ISO 9001:2008 certification from the SGS in all its bodies and activities.
Although the management system in place has only been certified for quality, it still includes environmental aspects and occupational safety. It is also articulated with the human resource management system and the requirements of EU Regulation no. 445/2011.
Regarding the maintenance and development of environmental management in articulation with the corporate units, we can highlight:
• Environmental assessmentThe Company awarded a contract for the environmental assessment of EMEF's Amadora facilities under standard NP ISO 14015:2006 (Environmental manage-ment; environmental assessment of sites and organisations) and ASTM E2137-06 (2011) (Standard guide for estimating monetary costs and liabilities for environ-mental matters).
• Waste managementContinued management and implementation of the overall current waste contract (Empresa Renascimento), covering all EMEF workshops. The assess-ment of this contract/service continued to show a positive performance.
• Energy intensive consumption management system (SGCIE – sistema de gestão de consumos intensivos de energia)Under Decree-Law no. 71/2008 of 15 April which regulates the SGCIE, this system forms part of a plan for the rationalisation of energy consumption and resulting reduction in its cost. The implementation of its measures involved the environmental sector, preservation of the quality, safety and environment and local bodies.The facilities covered by this system are the Centre Workshop Unit (POC – Entroncamento) and the Northern Workshop Unit (PON –Guifões only).
CORPORATE GOVERNANCE REPORT 40
• Energy auditsEMEF complied with Decree-Law no. 68-A/2015 of 30 April on energy audits, continuing the work started in 2015. In 2016, energy audits were performed by an entity recognised by the Department of Energy and Geology at all the sites at which EMEF operates and where it has its own energy contract (except PON Guifões and POC - under the SGCIE).
• Air conditioning equipment EMEF continued its monitoring and maintenance of certification of technicians for the Handling of Fluorinated Greenhouse Gases (GFEE) in Cooling Equipment pursuant to Decree-Law no. 56/2011 of 21 April.
• Monitoring of liquid and gaseous effluentsLiquid and gaseous effluent monitoring was carried out locally by the workshop units, as provided for in environmental procedures and legal requirements, in order to comply with set limits.
• Internal and external environmental communications- Submission of waste tables and their upload to the SILiAmb Portal (Integrat-
ed System for Environmental Licensing)- Submission of information to the APA (Portuguese Environment Agency) on the
quantity recovered in the handling of greenhouse gases in fixed equipment- Incorporation of data for the INE 2015 Management and Protection of the
Environment survey- Consolidation and transmission of data to be included in the CP, EPE sustain-
ability report for 2015.
• Cooperation with local environmental bodies- Analysis and monitoring of requirements for the handling of refrigerants, in
order to achieve improvements in liquid and gaseous effluents, solvents, industrial licensing inspections, waste production records, etc.
- Follow-up of monitoring and data transmission plans to the authorities, espe-cially solvent management plans, annual waste records (SIRAPA) and moni-toring of gaseous and liquid effluents
41
// SOCIAL RESPONSIBILITY
• Principle of Gender EqualityThe Code of Ethics expressly condemns any type of discrimination, coercion or harassment due to gender, and EMEF has an Ethics Committee to which any occur-rence, complaint or irregular situation that may breach the rules in the Code may be reported.
The external recruitment process ensures equal opportunities and treatment of all job applicants.
The EMEF pay and training policies observe the principle of non-discrimination by reason of gender.
The competencies of the EMEF members of staff of both genders are assessed equally in promotions and career advancement and in access to senior manage-ment or executive positions.
In absolute terms, the number of women in executive positions increased in 2016 but as a percentage it decreased by 1%.
Senior executives 25
Gender
Female Male
Directors
Department heads
111
QUALIFICATIONS
2015 % 2016 % 2015 % 2016 %
23% 24 22% 86 77% 85 78%
2015 2016
109
2
8
18
25
11%
32%
2
9
11%
31%
16
17
89%
68%
16
20
89%
69%
18
29
Middle management
Highly-qualified & qualified professionals
Semi-qualified professionals
Non-qualified professionals
0
16
1
0
89
777
1
1
0%
2%
100%
0%
0
16
1
0
0%
2%
100%
0%
89
761
0
1
100%
98%
0%
100%
85
836
0
1
100%
98%
0%
100%
85
852
1
1
42 9794% 41 4% 937 96% 1 007 96% 1 048
CORPORATE GOVERNANCE REPORT 42
• Customer service and level of satisfactionThe maintenance programmes set out in the specific contracts of each fleet or market segment performed for customer CP were generally fulfilled for all fleets. The average values per market segment weighted against kilometres travelled, availability and reliability figures are shown in the tables below:
• Occupational health and safetyThe following graphs show the performance of annual figures over the last five years of some of the most important accident indicators (which include commut-ing accidents with sick leave).
Alfa & Intercity
Lisbon suburban trains
Porto suburban trains
Regional trains
Average annualavailability
94%
41%
100%
86%
Market segment
AVAILABILITY
Alfa & Intercity
Lisbon suburban trains
Porto suburban trains
Regional trains
Annual reliability(average kilometres travelled between
incidents caused by rolling stock)
1,261,921
56,725
254,606
55,721
Market segment
RELIABILITY
2016
FREQUENCY RATE (fr)2012-2016
20152014201320120
50
100
LEVEL OF fr BAD (WORLD HEALTH ORGANISATION CLASSIFICATION)
LEVEL OF fr AVERAGE
LEVEL OF fr GOOD
LEVEL OF fr VERY GOOD
OVERALL FREQUENCY RATE
TREND LINE
fr(number of accidents with sick leave) x 106
number of working hours per man= (includes commuting incidents)
50
38
5044
52
43
SEVERITY RATE (sr)2012-2016
LEVEL OF sr BAD (WORLD HEALTH ORGANISATION CLASSIFICATION)
LEVEL OF sr AVERAGE
LEVEL OF sr GOOD
LEVEL OF sr VERY GOOD
OVERALL SEVERITY RATE
TREND LINE
20162015201420132012
1000
0
2000
3000
Ig(number of lost working days) x 106
number of working hours per man=
1167
611
1179 11781472
(includes commuting incidents)
From 2012 to 2016, there was a fluctuation in overall frequency rates (fr) and severity rates (sr), the latter having risen more.
Comparing 2015 and 2016, there were 21 more occupational accidents in 2016 (14 more with sick leave, four of which occured while commuting, which account-ed for 230 days of sick leave). The average number of man hours worked in 2016 dropped by approximately 1.6% compared to 2015. The combination of these factors in the calculation of these overall indexes (EMEF) resulted in the rise in the indicators in 2016.
CORPORATE GOVERNANCE REPORT 44
• Human resource management
Meetings with the ORTs (workers' organisations)
Aware of the importance of close communication with the workers' repre-sentatives, particularly understanding their position on the organisational climate, relevant aspects of the Company's day-to-day activity and its future, the Board of Directors and the Executive Management continued their policy of dialogue and frequent meetings with the representatives of the Workers' Committee and trade unions. Noteworthy are the efforts and understanding of the workers' organisations in the analyses made, the measures taken and the results obtained throughout the year, which allowed for social stability and a positive working atmosphere, the outcome of which were the Compa-ny's good results.
Employability
There was a reversal in the size of the Company's workforce in 2016. There was substantial increase in the number of employees due to a rising workload, basically because of the contracts concluded for maintenance of the entire Metro do Porto fleet, the general 960,000 km service of 35 to 40 Eurotram vehicles at Metro do Porto and the half-life/R1 of the Alfa Pendular trains.
On 31 December 2016, EMEF's workforce numbered 1,048 (96.1% men and the other 3.9% women).
45
The changes in workforce for the last decade are set out below:
On the same date, 986 EMEF employees had indefinite employment contracts and 45 had fixed-term contracts. There were also 14 workers with loan contracts, two under a secondment agreement and another under a public interest labour loan agreement.
TYPE OF CONTRACT
Indefinite employment contract
- workers admitted directly by EMEF
Indefinite employment contract
- workers transferred from CP to EMEF
Workers on loan/secondment/workers
on loan in public interest
Fixed-term employment contract
Total
397
529
11
0
937
20
16
6
0
42
417
545
17
0
979
42.6%
55.7%
1.7%
0.0%
100.0%
50.1%
44.0%
1.6%
4.3%
100.0%
510
441
11
45
1 007
15
20
6
0
41
525
461
17
45
1 048
Men Women Total %
2016
Men Women Total %
2015
CHANGES IN WORKFORCE
2016201520142013201220112010200920082007
1 45
3 1 62
0
1 59
0
1 48
6
1 23
3
1 11
0
1 06
9
1 03
0
979 1 04
8
937
42
1 007
41
CORPORATE GOVERNANCE REPORT 46
The workforce increased by 69 in 2016. Forty-one workers left the Company (11 were sent on loan to SIMEF), six of whom by mutual agreement.
Their average age was 46.8 and average length of service was 22.8 years. Both figures decreased by approximately one year compared to 2015, due to the admission of new employees.
REASON FOR LEAVING THE COMPANY
End of contract workers on loan
Termination by worker
Death
Disability retirement (+2/3)
Old-age retirement (standard)
Termination by mutual agreement
Transfer of contractual position
End of fixed-term contract
Total
0
8
2
5
0
35
0
2
52
0
0
0
0
0
3
0
0
3
0
8
2
5
0
38
0
2
55
2
17
2
7
3
2
6
2
41
2
17
2
7
2
2
6
2
40
0
0
0
0
1
0
0
0
1
Men Women Total
2016
Men Women Total
2015
AVERAGE AGE
Workers admitted directly by EMEF
Workers transferred from CP to EMEF
Workers on loan/secondment/workers on loan
in public interest
38.2
54.6
51.9
47.6
41.6
56.6
44.7
47.7
38.4
54.7
49.4
47.6
37.7
55.5
50.4
46.8
37.5
55.5
52.9
46.8
42.6
57.1
45.7
48.3
Men Women Total
2016
Men Women Total
2015
AVERAGE YEARS OF SERVICE
Workers admitted directly by EMEF
Workers transferred from CP to EMEF
Workers on loan/secondment/workers on loan
in public interest
12.9
33.0
19.8
24.3
12.9
34.2
17.3
21.7
12.9
33.0
18.9
24.2
11.4
33.9
19.9
22.8
11.3
33.9
20.8
22.8
13.5
34.5
18.3
21.9
Men Women Total
2016
Men Women Total
2015
47
The characteristics of the EMEF staff in terms of academic qualifications are shown in the table below by gender and type of contract.
In 2016, there was a decrease in the percentage of Higher Education and Compulsary Education groups and an increase in the Upper Secondary Education group. These changes were due essentially to the admission of employees with the 12th grade.
ACADEMIC QUALIFICATIONS
Compulsory education
Upper secondary
Higher education
44.4%
44.0%
11.6%
43.7%
43.0%
9.4%
0.7%
1.0%
2.3%
Men Women Total
ACADEMIC QUALIFICATIONS
Workers admitted directly by EMEF
Workers transferred from CP to EMEF
Workers on loan/secondment/workers
on loan in public interest
12.6%
34.8%
0.0%
47.4%
21.7%
18.1%
0.3%
40.0%
8.7%
2.8%
1.1%
12.6%
7.8%
2.5%
1.3%
11.6%
13.2%
31.2%
0.0%
44.4%
27.3%
16.4%
0.3%
44.0%
Compulsoryeducation
Uppersecondary
Highereducation
2015
Compulsoryeducation
Uppersecondary
Highereducation
2016
CORPORATE GOVERNANCE REPORT 48
Absenteeism
Absenteeism reached 8.96%, which was 0.15% up on 2015. The main cause of absenteeism at EMEF continued to be illness, which increased by 8% against the previous year. Absences resulting from occupational accidents increased by 2% and those resulting from other causes decreased by 12%. There was also a rise in unjustified absences.
4% WORKS COUNCIL MEETINGS
5% STRIKE
5% FOUR-MONTHLY DISPENSATION
10% OCCUPATIONAL ACCIDENT
54% ILLNESS
22% OTHER
REASONS FOR ABSENCE 2015
4% WORKS COUNCIL MEETINGS
8% UNJUSTIFIED ABSENCE
4% DISPENSATIONS BOD/SENIOR MANAGEMENT
12% OCCUPATIONAL ACCIDENT
62% ILLNESS
10% OTHER
REASONS FOR ABSENCE 2016
49
Vocational training
As part of its occupational skills development, in 2016 EMEF organised a company-wide plan involving employees from its different bodies and using outsourced training.
One training plan was predominantly technical for each company body and the other was company-wide and involved subjects such as management, IT, foreign languages and retraining of employees in order to improve their skills and productivity.
The company-wide plan included courses such as advanced management and management and leadership programmes, and training in lean man-agement, document management and English.
Where retraining was concerned, courses were given in technical drawing, industrial automation (hydraulic and pneumatic), electricity and electronics, power electronics and digital electronics.
In-house training represented 49% of the training hours provided, while the remaining 51% was outsourced, reversing the trend of previous years.
15% EXTERNAL
85% IN-HOUSE
EXTERNAL/IN-HOUSE TRAINING IN 2015
51% EXTERNAL
49% IN-HOUSE
EXTERNAL/IN-HOUSE TRAINING IN 2015
CORPORATE GOVERNANCE REPORT 50
1,188 trainees participated in this training at the following qualification levels:
Internal communication2016 witnessed the launch of the Nós, EMEF [Us at EMEF] project to moti-vate employees, foster a feeling of belonging and create a climate of trust between personnel and the Company.
The project resulted from the need to step up in-house communication and make it more effective, positive and interactive by sharing ideas, opinions, information and knowledge.
The social and relational situation at EMEF was diagnosed by collecting and analysing information and conducting interviews.
On the basis of criteria of credibility, knowledge of the organisation, people skills and positive influence, we appointed ambassadors at each location to act as channels for connections and involvement of all employees.
This diagnosis resulted in the approval of the Company's communication policy, which was based on its mission, values and the principles that under-lie its organisational model.
Our communication policy applies to all company communications, regard-less of the recipients in question. It is based on the following principles:
1. Truth – the information conveyed must be transparent, accurate and truthful, avoiding disinformation, confusion or rumours.
2. Courtesy – communications must be pleasant and polite and reflect mutual respect between correspondents.
3. Objectivity – communications must be objective, concise, simple, uniform and worded in such a way as to protect the transmission and company knowledge and ensure the effectiveness and efficiency of the message conveyed using the appropriate means.
4. Responsibility – communications must take account of the job and responsibilities of different correspondents and avoid duplication of efforts and waste of time and resources.
5. Loyalty – communications must bear in mind the Company's values and mission in the pursuit of its interests and protection of its corporate image using a single company line.
The diagnosis also resulted in an in-house communication plan. The plan provides for the following actions:
• Open management – decentralised actions that reinforce the impor-tance given to people and provide opportunities for proximity and interaction with top management
• Nós, EMEF social spaces – meeting places for employees to share infor-mation
• Celebration of Company Day
• The Christmas party
NUMBER OF TRAINEES
0
100
2016 2015
SENIOR EXECUTIVES
200
300
400
500
600
700
800
900
1 000
MIDDLE MANAG. HIGHLY-QUAL. & QUAL. PROF.
212 97 80 159 896 900
51
The 23,388 training hours were distributed as follows:
Internal communication2016 witnessed the launch of the Nós, EMEF [Us at EMEF] project to moti-vate employees, foster a feeling of belonging and create a climate of trust between personnel and the Company.
The project resulted from the need to step up in-house communication and make it more effective, positive and interactive by sharing ideas, opinions, information and knowledge.
The social and relational situation at EMEF was diagnosed by collecting and analysing information and conducting interviews.
On the basis of criteria of credibility, knowledge of the organisation, people skills and positive influence, we appointed ambassadors at each location to act as channels for connections and involvement of all employees.
This diagnosis resulted in the approval of the Company's communication policy, which was based on its mission, values and the principles that under-lie its organisational model.
Our communication policy applies to all company communications, regard-less of the recipients in question. It is based on the following principles:
1. Truth – the information conveyed must be transparent, accurate and truthful, avoiding disinformation, confusion or rumours.
2. Courtesy – communications must be pleasant and polite and reflect mutual respect between correspondents.
3. Objectivity – communications must be objective, concise, simple, uniform and worded in such a way as to protect the transmission and company knowledge and ensure the effectiveness and efficiency of the message conveyed using the appropriate means.
4. Responsibility – communications must take account of the job and responsibilities of different correspondents and avoid duplication of efforts and waste of time and resources.
5. Loyalty – communications must bear in mind the Company's values and mission in the pursuit of its interests and protection of its corporate image using a single company line.
The diagnosis also resulted in an in-house communication plan. The plan provides for the following actions:
• Open management – decentralised actions that reinforce the impor-tance given to people and provide opportunities for proximity and interaction with top management
• Nós, EMEF social spaces – meeting places for employees to share infor-mation
• Celebration of Company Day
• The Christmas party
TRAINING HOURS PER QUALIFICATION LEVEL
0
2 000
2016 2015
SENIOR EXECUTIVES
4 000
6 000
8 000
10 000
12 000
14 000
16 000
18 000
20 000
MIDDLE MANAG. HIGHLY-QUAL. & QUAL. PROF.
4 091 1 391 715 1 649 18 582 10 450
CORPORATE GOVERNANCE REPORT 52
Internal communication2016 witnessed the launch of the Nós, EMEF [Us at EMEF] project to moti-vate employees, foster a feeling of belonging and create a climate of trust between personnel and the Company.
The project resulted from the need to step up in-house communication and make it more effective, positive and interactive by sharing ideas, opinions, information and knowledge.
The social and relational situation at EMEF was diagnosed by collecting and analysing information and conducting interviews.
On the basis of criteria of credibility, knowledge of the organisation, people skills and positive influence, we appointed ambassadors at each location to act as channels for connections and involvement of all employees.
This diagnosis resulted in the approval of the Company's communication policy, which was based on its mission, values and the principles that under-lie its organisational model.
Our communication policy applies to all company communications, regard-less of the recipients in question. It is based on the following principles:
1. Truth – the information conveyed must be transparent, accurate and truthful, avoiding disinformation, confusion or rumours.
2. Courtesy – communications must be pleasant and polite and reflect mutual respect between correspondents.
3. Objectivity – communications must be objective, concise, simple, uniform and worded in such a way as to protect the transmission and company knowledge and ensure the effectiveness and efficiency of the message conveyed using the appropriate means.
4. Responsibility – communications must take account of the job and responsibilities of different correspondents and avoid duplication of efforts and waste of time and resources.
5. Loyalty – communications must bear in mind the Company's values and mission in the pursuit of its interests and protection of its corporate image using a single company line.
The diagnosis also resulted in an in-house communication plan. The plan provides for the following actions:
• Open management – decentralised actions that reinforce the impor-tance given to people and provide opportunities for proximity and interaction with top management
• Nós, EMEF social spaces – meeting places for employees to share infor-mation
• Celebration of Company Day
• The Christmas party
53
Human resource management system
EMEF has a human resource management system whose certification under Portugue-se Standard 4427:2004 was confirmed by the SGS in 2016.
Work on implementing the skill matrix for all the Company's operational activities conti-nued in 2016, in order to guarantee and demonstrate that workers have the necessary skills to do their jobs in the provision of maintenance services.
EMEF's Human Resource Policy acknowledges that social responsibility is the key to human resource management and is aimed at fulfilling the following goals:
1. To promote the personal and professional wellbeing of the Company's workforce
2. To ensure ongoing updating of its personnel's academic, technical and vocational skills in order to meet the Company's current and future needs
3. To increase the effectiveness of the human resource management system by conti-nuously seeking to improve methods and techniques used in compliance with com-pany-level agreements and current legislation
In 2016, EMEF granted curricular internships to trainees in upper secondary school and vocational courses, offering practical training in a work environment. It also provided support for academic works at university level. Thirty-one students were involved.
Regular meetings were held with the Company's Workers' Committee.
A survey to assess the level of in-house satisfaction was conducted, as part of the Excellence at Work Award.
The following are made available to enable employees to achieve a work-life balance:
• Flexible working hours provided they are compatible with their duties
• Leave of absence for one day every four months, without pay, pursuant to the legal provisions governing the "effects of justified absences"
• The possibility of taking 6 (six) holiday working days in half-days.
Internal communication2016 witnessed the launch of the Nós, EMEF [Us at EMEF] project to moti-vate employees, foster a feeling of belonging and create a climate of trust between personnel and the Company.
The project resulted from the need to step up in-house communication and make it more effective, positive and interactive by sharing ideas, opinions, information and knowledge.
The social and relational situation at EMEF was diagnosed by collecting and analysing information and conducting interviews.
On the basis of criteria of credibility, knowledge of the organisation, people skills and positive influence, we appointed ambassadors at each location to act as channels for connections and involvement of all employees.
This diagnosis resulted in the approval of the Company's communication policy, which was based on its mission, values and the principles that under-lie its organisational model.
Our communication policy applies to all company communications, regard-less of the recipients in question. It is based on the following principles:
1. Truth – the information conveyed must be transparent, accurate and truthful, avoiding disinformation, confusion or rumours.
2. Courtesy – communications must be pleasant and polite and reflect mutual respect between correspondents.
3. Objectivity – communications must be objective, concise, simple, uniform and worded in such a way as to protect the transmission and company knowledge and ensure the effectiveness and efficiency of the message conveyed using the appropriate means.
4. Responsibility – communications must take account of the job and responsibilities of different correspondents and avoid duplication of efforts and waste of time and resources.
5. Loyalty – communications must bear in mind the Company's values and mission in the pursuit of its interests and protection of its corporate image using a single company line.
The diagnosis also resulted in an in-house communication plan. The plan provides for the following actions:
• Open management – decentralised actions that reinforce the impor-tance given to people and provide opportunities for proximity and interaction with top management
• Nós, EMEF social spaces – meeting places for employees to share infor-mation
• Celebration of Company Day
• The Christmas party
CORPORATE GOVERNANCE REPORT 54
As regards health and social support, EMEF guarantees its personnel:
• Payment of a supplement to Social Security sick pay
• Payment in full of their net pay if they suffer temporary total disability resulting from an occupational accident
• Health insurance
• Personal injury insurance
• Pre-school allowance (for workers with children in day care, kindergarten or childmin-ders registered with Social Security)
CORPORATEGOVERNANCEASSESSMENT
57
Continuing its effort to restructure and consolidate the process of change started a few years back and in light of the results in indicators and other information in this report, the Board of Directors believes that EMEF complied with the established principles of good governance.
In the economic, financial, social and environmental areas, the indicators have generally exceeded expectations, which points to compliance with the principles of good governance, as the Company improved its competitiveness and quality without neglecting the principles of social responsibility, sustainable development and respect for the users of rail transport and for its customers.
Lisbon, 28 March 2017
X CORPORATE GOVERNANCE ASSESSMENT
The Board of Directors
Chairman: Member:
Manuel Tomás Cortez Rodrigues Queiró Nuno Serra de Sanches Osório
Serviços CentraisRua das Indústrias, 21
2700-460 AMADORATelef.: (+351) 211 027 700
Fax: (+351) 213 578 [email protected]
www.emef.pt