SACYR, S.A. 11/06/2015
• Manuel Manrique highlights the "enormous transaction with the sale of Testa"
• Isabel Martín Castellá is appointed as an independent director
• The number of independent directors on the committees has increased
Sacyr's Shareholders' Meeting, which was held today in Madrid, approved all the items on the agenda: to perform a scrip issue paid out of reserves with the aim of remunerating shareholders with 1 new free share for every 33 old shares; and approve the financial statements, the conduct of business by the Board of Directors in 2014, the distribution of earnings, the appointment of Isabel Martín Castellá* as an independent director and the reelection of Mr Manuel Manrique and the companies Prilou and Prilomi as directors, among other items.
The Board of Directors meeting, which was held after the Shareholders' Meeting, approved the new structure for the Audit Committee and the Appointment and Remuneration Committee, in line with the guidelines set out in the Unified Code of Good Governance. The Audit and Corporate Governance Committee now comprises: Isabel Martín Castellá (independent director), Juan María Aguirre (independent director), Augusto Delkader (independent director), Raimundo Baroja (proprietary director) and Juan Miguel Sanjuán (proprietary director).
The Appointment and Remuneration Committee now comprises: Tomás Fuertes (proprietary director), José Manuel Loureda Mantiñán (proprietary director), Demetrio Carceller (proprietary director), Isabel Martín Castellá (independent director) and Augusto Delkader (independent director).
In his speech, Manuel Manrique, the Sacyr Chairman, highlighted the "enormous transaction" carried out with the sale of Testa since it was a "unique opportunity to transform the company into a global project manager for construction, concessions, services and industry which can compete with the best thanks to the extraordinary level of our professionals and the soundness of our finances."
He also pointed out the successful construction work in 2014 of the Panama Canal project: "this worldwide repercussion project will enable Sacyr to increase its market share in the construction work that requires a high degree of innovation." He also highlighted the agreement signed with US construction company Manhattan, the settlement of the debt associated with the real estate development activity and that, after three years of the harsh balance sheet restructuring, Sacyr returned to profit in 2014 and EBITDA soared 30%.
The Chairman acknowledged the 21,000 people who form part of Sacyr, especially the expatriates, "because of their personal and professional efforts."
In his speech, Manuel Manrique provided details about some aspects of the strategic program: "we redesigned our mission to concentrate on developing complex infrastructure and service projects, with a sole shared vision of being a leading group whose vocation is to be international and a benchmark; and with the following values: team spirit, excellence, innovation, adaptability and integrity."
This strategic program is based on three basic principles:
• Scale: it is essential to gain share in the markets where we operate with the aim of having a sounder position than our competitors;
• Focus: we must focus on the activities in which we provide a higher differential value in a selected number of countries;
• Sustainability: the main objective is to improve our adjusted debt-to-EBITDA ratio, diversify our financing sources and remunerate our capital.
The Chairman also talked about the main lines of the strategic program: "from the concept of a global company, the internationalization model that it envisages will be different for each business based on its own characteristic":
• In construction, we will establish ourselves as local in the relevant markets in Latin America, southern Europe, English-speaking Europe, Middle East and Portuguese-speaking Africa and enter the United States as our main objective, using our innovation and knowhow capacity;
• In concessions, we will continue to focus on investments in Latin America, Italy and the United States that include all the project process with the aim of providing our capacity to generate value and rotating our mature assets to complete the investment cycle;
• In industrial, we will increase our references in the sector thanks to alliances with technology partners;
• In services, by capitalizing on the expansion of the other activities, we will establish the environmental and infrastructure maintenance activities in Latin America and Europe, integrating the group's dispersed capacity to access more public- and private- sector clients. In water, we have the world's best technology, so we will participate in desalination concession businesses in the Middle East, Latin America and the United States.
The Chairman stated that, to do this, the group's structure had been redesigned so that it is a more modern and efficient organization, reinforced with the risk management and cost control areas, and with new policies to foster talent and innovation. *Isabel Martín Castellá has a Degree in Economics and Business Studies from Complutense University and is a Civil Service Economist and Trade Expert. During her career, she has worked in both the Public Administration and in the banking sector in investment projects and funding of concessions. Between 2000 and 2006, she was the Vice-President and member of the Board of Governors of the European Investment Bank and, subsequently, she was the Manager of Asociación Madrid Centro Financiero Internacional and the President of Sociedad Estatal España Expansión Exterior. She is currently a member of the Supervisory Board of the ING Group.
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