EDP Renováveis, S.A.
Audit Report
Annual Accounts at 31 December 2020
Management Report
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España
Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400
1
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª
Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290
Independent auditor´s report on the annual accounts
To the shareholders of EDP Renováveis, S.A.:
Report on the annual accounts
Opinion
We have audited the annual accounts of EDP Renováveis, S.A. (the Company), which comprise the
balance sheet as at December 31, 2020, and the income statement, statement of changes in equity,
statement of cash flows and related notes for the year then ended.
In our opinion, the accompanying annual accounts present fairly, in all material respects, the equity
and financial position of the Company as at December 31, 2020, as well as its financial performance
and cash flows for the year then ended, in accordance with
the
applicable financial reporting
framework (as identified in note 2.A of the notes to the annual accounts), and, in particular, with the
accounting principles and criteria included therein.
Basis for opinion
We conducted our audit in accordance with legislation governing the audit practice in Spain. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the
audit of the annual accounts
section of our report.
We are independent of the Company in accordance with the ethical requirements, including those
relating to independence, that are relevant to our audit of the annual accounts in Spain, in accordance
with legislation governing the audit practice. In this regard, we have not rendered services other than
those relating to the audit of the accounts, and situations or circumstances have not arisen that, in
accordance with the provisions of the aforementioned legislation, have affected our necessary
independence such that it has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the annual accounts of the current period. These matters were addressed in the context of
our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
EDP Renováveis, S.A.
2
Key audit matter
How our audit addressed the key audit matter
Assessment of the recovery of the carrying
amount of long-term investments in equity
instruments in group companies and associates
The accompanying annual accounts present
long-term investments in equity instruments in
group companies and associates, as detailed in
note 8, amounting to €8,315,368 thousand as at
December 31, 2020.
The Company analyses these assets annually
for impairment in accordance with the criteria
described in note 8, and determines their
recoverable amount based on the present value
of future cash flows, considering the business
plans approved by management. The key
assumptions considered are detailed in note 8
to the accompanying annual accounts.
Furthermore, management carried out a
sensitivity analysis on the most significant
assumptions which, based on earlier
experience, may reasonably show variations, as
detailed in note 8.
As a result of the previous analyses, Company’s
management has concluded that there is no
need to recognise or reverse impairment in
2020.
This area is key due to its significance over the
total assets of the Company
and because it
entails the application of critical judgements and
significant estimates by management (note 2.D)
concerning the key assumptions used in the
calculations performed, which are subject to
uncertainty, and the fact that significant future
changes in them could have a significant impact
on the Company’s annual accounts.
We started our analysis by gaining an
understanding of the process and relevant controls
that the Company has in place to analyse the
recovery of long-term investments in equity
instruments group companies and associates.
In addition, we assessed the adequacy of the
measurement models employed, the assumptions
and estimates used in the calculations, including,
among others, estimated performance of electricity
prices, consistency with the applicable regulatory
framework and the evolution of discount rates.
We also verified whether the electricity prices
included in the cash flow projections prepared by
the Company in the past were consistently in
keeping with real data.
Respect to discount rates, in collaboration with our
valuation experts, we verified the methodology
used in their estimation and that their value is
within a reasonable range.
Also, we checked the mathematical accuracy of the
calculations and models prepared by management
and assessed the sensitivity calculations carried
and we have compared the recoverable value
calculated by the Company with long-term
investments in equity instruments in group
companies and associates carrying amount.
Finally, we also assessed the sufficiency of the
information disclosed in the annual accounts with
respect to the assessment of the recoverable
amount of these assets.
Based on the procedures carried out, we consider
that management’s approach and conclusions and
the information disclosed in the accompanying
annual accounts are reasonable and consistent
with the evidence obtained.
EDP Renováveis, S.A.
3
Key audit matter
How our audit addressed the key audit matter
Recognition and measurement of derivative
financial instruments
As indicated in note 7 to the accompanying
annual accounts, the Company is exposed to
certain financial risks, namely, exchange rate
risk and interest rate risk due to the activities
performed and the countries where it operates.
In order to manage these risks, management
has contracted several derivatives financial
instruments amounting to €99,793 thousand
and €14,409 thousand, in assets and liabilities,
respectively (note 11) at December 31, 2020.
The fair value of the derivatives is estimated
through complex valuation techniques that
require the application of judgement and the use
of significant assumptions by management note
2.D).
The derivatives designated as accounting
hedges have to meet some criteria in relation to
the documentation of the hedge as it’s indicated
in note 4.L.
Due to the uncertainty associated with the
estimation of the fair value of these instruments
and the complexity of complying with accounting
legislation on the application of hedge
accounting, we consider this a key audit matter.
We started our analysis by understanding the
procedure established by management to identify
and measure the derivatives and the relevant
controls on this area.
For a sample of derivatives financial instruments
selected, we checked their main characteristics
with their respective contracts.
Similarly, and with the involvement of our experts in
the valuation of derivatives financial instruments,
we assessed the valuation methodology used and
for a sample of instruments, we performed a
contrast assessment over the management’s
valuation.
Moreover, for a sample of the instruments
designated as accounting hedges, we assessed
the documentation is according to requirements
established in prevailing accounting regulations.
Finally, we analysed the sufficiency of the
disclosures included in the accompanying annual
accounts regarding financial derivatives.
As a result of our tests, we consider that the
measurement of financial derivatives and the
information disclosed in the accompanying annual
accounts are reasonable and consistent with the
information available.
Other information: Management report
Other information comprises only the management report for the 2020 financial year, the formulation
of which is the responsibility of the Company´s directors and does not form an integral part of the
annual accounts
.
Our audit opinion on the
annual accounts
does not cover the management report. Our responsibility
regarding the management report,
in accordance with legislation governing the audit practice,
is to:
a)
Verify only that the statement of non-financial information and certain information included in the
Annual Corporate Governance Report, as referred to in the Auditing Act, has been provided in
the manner required by applicable Portuguese legislation and, if not, we are obliged to disclose
that fact.
b)
Evaluate and report on the consistency between the rest of the information included in the
management report and the annual accounts as a result of our knowledge of the Company
obtained during the audit of the aforementioned financial statements, as well as to evaluate and
report on whether the content and presentation of this part of the management report is in
accordance with applicable regulations. If, based on the work we have performed, we conclude
that material misstatements exist, we are required to report that fact.
EDP Renováveis, S.A.
4
On the basis of the work performed, as described above, we have verified that the information
mentioned in section a) above has been provided in the consolidated management report of the EDP
Renováveis Group of which the Company is the Parent company and in the manner required by
applicable legislation and that the rest of the information contained in the management report is
consistent with that contained in the annual accounts for the 2020 financial year, and its content and
presentation are in accordance with applicable regulations.
Responsibility of the directors and the audit, control and related party transactions committee
for the annual accounts
The Company´s directors are responsible for the preparation of the accompanying annual accounts,
such that they fairly present the equity, financial position and financial performance of EDR
Renováveis, S.A., in accordance with the financial reporting framework applicable to the entity in
Spain, and for such internal control as the directors determine is necessary to enable the preparation
of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Company´s directors are responsible for assessing the
Company´s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Company or to cease operations, or have no realistic alternative but to do so.
The audit, control and related party transactions committee is responsible for overseeing the process
of preparation and presentation of the annual accounts.
Auditor's responsibilities for the audit of the annual accounts
Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor´s report that
includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with legislation governing the audit practice in Spain will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise
professional judgment and maintain professional scepticism throughout the audit. We also:
x
Identify and assess the risks of material misstatement of the annual accounts, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
x
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company´s internal control.
x
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Company´s directors.
EDP Renováveis, S.A.
5
x
Conclude on the appropriateness of the directors´ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company´s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor´s report to the related disclosures in the annual accounts or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor´s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
x
Evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures, and whether the annual accounts represent the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the Company´s audit, control and related party transactions committee
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Company´s audit, control and related party transactions committee with a
statement that we have complied with relevant ethical requirements, including those relating to
independence, and we communicate with the audit, control and related party transactions committee
those matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Company´s audit, control and related party transactions
committee, we determine those matters that were of most significance in the audit of the annual
accounts of the current period and are therefore the key audit matters.
We describe these matters in our auditor´s report unless law or regulation precludes public disclosure
about the matter.
Report on other legal and regulatory requirements
European single electronic format
We have examined the digital file of the European single electronic format (ESEF) of
EDP Renováveis, S.A. for the 2020 financial year that comprises an XHTML file of the annual
accounts for the financial year, which will form part of the annual financial report.
The directors of EDP Renováveis, S.A. are responsible for presenting the annual report for the 2020
financial year in accordance with the formatting requirements established in the EU Delegated
Regulation 2019/815 of the European Commission (hereinafter the ESEF Regulation).
Our responsibility is to examine the digital file prepared by the directors of the Company, in
accordance with legislation governing the audit practice in Spain. This legislation requires that we plan
and execute our audit procedures in order to verify whether the content of the annual accounts
included in the aforementioned file completely agrees with that of the annual accounts that we have
audited, and whether the format of these accounts has been effected, in all material respects, in
accordance with the requirements established in the ESEF Regulation.
In our opinion, the digital file examined completely agrees with the audited annual accounts, and these
are presented, in all material respects, in accordance with the requirements established in the ESEF
Regulation.
EDP Renováveis, S.A.
6
Report to the audit, control and related party transactions committee
The opinion expressed in this report is consistent with the content of our additional report to the
Company's audit, control and related party transactions committee dated 24 February 2021.
Appointment period
The General Ordinary Shareholders' Meeting held on 3 April 2018 appointed PricewaterhouseCoopers
Auditores, S.L. as auditors for a period of 3 years, as from the year ended 31 December 2018.
Services provided
Services provided to the Company for services other than the audit of the accounts, and additional to
those indicated in the note 24 of the accompanying annual accounts.
For the non-audit services, provided to the Company´s subsidiaries, please see the audit report of 24
February 2021 on the consolidated annual accounts of EDP Renováveis, S.A. and subsidiaries in
which they are included.
PricewaterhouseCoopers Auditores, S.L. (S0242)
Iñaki Goiriena Basualdu (16198)
24 February 2021
22725304Q IÑAKI GOIRIENA
2021-02-24 16:53
Signer:
CN=22725304Q IÑAKI GOIRIENA
C=ES
2.5.4.42=IÑAKI
2.5.4.4=GOIRIENA BASUALDU
Public key:
RSA/2048 bits
renovóveis
INDIVIDUAL ANNUAL ACCOUNTS
AND INDIVIDUAL MANAGEMENT REPORT
At EDP
R
, we are in the business of innovating. Our 4 decade long track record
has turned us into better energy providers and pioneers of the green evolution.
Change has been our driver as we deliver an agile network with more efficient,
smart and sustainable solutions. As leaders in the energy transition, we see
investment in renewables as an active way to engage with future generations,
promoting decarbonisation in energy production and consumption.
We are playing our part for a more balanced and sustainable world,
one that is inclusive, diverse and humane.
We’re changing tomorrow now.
3
94
95
95
97
98
99
99
99
2020 Individual Annual Accounts
2020
I
ndividual
A
nnual
A
ccounts
2020 Individual Management Report
01 The Company
02 Company Business
Business Environment
Strategy
Operational performance
Financial performance
Non-financial information
Information on average payment terms to suppliers
03 Foreseeable Execution
100
04 Research, Development & Technological Innovation 100
05 Relevant & Subsequent Events
101
06 Own Shares
104
07 Risk Management
104
Annex I: Corporate Governance
107
Annex II: Remuneration Report
198
Annex III: Statement of Compliance on SCIRF
207
Annex IV:
Auditor’s Report
on SCIRF
208
2020 Individual Annual Accounts
Balance Sheet
3
Income statement
4
Statement of changes in equity
5
Cash flow statement
6
Notes to the Individual Annual Accounts
7
2020 INDIVIDUAL ANNUAL
ACCOUNTS
3
The accompanying notes form an integral part of the annual accounts for 2020.
Balance sheet at 31 December 2020
THOUSAND EUROS
NOTE
2020
2019
ASSETS
Intangible assets
5
24,779
7,257
Property, plant and equipment
6
1,779
2,125
Non-current investments in Group companies and associates:
8,370,758
7,561,609
Equity instruments
8
8,315,368
7,548,533
Derivatives
11
55,327
3,352
Other financial assets
9
63
9,724
Non-current investments:
8,318
8,157
Equity instruments
9
7,628
7,628
Other financial assets
9
690
529
Deferred tax assets
19
23,700
33,317
Total non-current assets
8,429,334
7,612,465
Non-current assets held for sale
12
-
18,185
Trade and other receivables:
9
115,700
74,690
Customers, Group companies and associates - current
59,662
21,325
Receivables from Group companies and associates
55,496
53,351
Other receivables
541
13
Public entities, other
1
1
Current investments in Group companies and associates:
10.a
45,355
-
Derivatives
11
44,466
-
Other financial assets
9
889
-
Current investments
9
16
491
Prepayments for current assets
309
421
Cash and cash equivalents
13
1,508,882
175,852
Cash
1,508,882
175,852
Total current assets
1,670,262
269,639
Total assets
10,099,596
7,882,104
EQUITY AND LIABILITIES
Capital and reserves:
Share capital
14.a
4,361,541
4,361,541
Share premium
1,228,451
1,228,451
Reserves
350,091
419,875
Prior years' losses
-8,789
-
Profit/(loss) for the year
1,388,573
- 8,789
Total equity
7,319,867
6,001,078
LIABILITIES
Non-current provisions:
797
836
Long-term employee benefits
15
797
836
Non-current debt:
73,678
145,496
Derivatives arranged with Group companies
11
12,014
120,920
Other financial liabilities
8
61,664
24,576
Non-current debt with Group companies and associates
17.a
2,447,620
1,241,257
Deferred tax liabilities
19
65,717
58,426
Total non-current liabilities
2,587,812
1,446,015
Current debt:
7,709
31,228
Derivatives arranged with Group companies
11
2,395
30,996
Other financial liabilities
5,314
232
Current debt with Group companies and associates
17.a
162,115
390,439
Trade and other payables:
22,093
13,344
Payables, Group companies and associates - current
17.c
11,716
5,849
Other payables
17.c
4,158
2,041
Personnel (salaries payable)
17.c
5,401
4,775
Public entities, other
19
818
679
Total current liabilities
191,917
435,011
Total equity and liabilities
10,099,596
7,882,104
4
The accompanying notes form an integral part of the annual accounts for 2020.
EDPR 2020 ANNUAL REPORT
Income Statement for the year ended 31 December 2020
THOUSAND EUROS
NOTE
2020
2019
CONTINUING OPERATIONS
Revenues
22
1,524,964
161,347
Self-constructed assets
-
6
Other operating income:
2,068
1,644
Non-trading and other operating income
2,068
1,644
Personnel costs:
-26,390
- 22,972
Salaries, wages and similar compensation
-21,384
-18,082
Employee benefits expense
22.c
-5,006
- 4,890
Other operating expenses
-26,959
-21,102
External services
22.d
-26,476
- 20,741
Tax
-41
- 8
Other general expenses
-442
- 353
Amortisation and depreciation
5 & 6
-6,009
- 860
Impairment and gains/(losses) on disposal
1,685
1
Property, plant and equipment
-
- 2
Investments
8 & 12
1,685
3
Operating results
1,469,359
118,064
Finance income:
9
1
1
From marketable securities and other financial instruments:
1
1
Other
1
1
Finance cost:
16
-113,050
- 156,847
Group companies and associates
-112,914
-156,809
Other
-136
- 38
Exchange gains and losses
10.d & 17.e
7,519
- 4,499
Change in fair value of financial instruments
11
-2,756
904
Impairment and gains/(losses) on disposal of financial instruments
11
-
171
Net finance cost/income
-108,286
- 160,270
Profit/(loss) before tax
1,361,073
- 42,206
Income tax
19
27,500
33,417
Profit/(loss) for the year from continuing operations
1,388,573
- 8,789
Profit/(loss) for the year
1,388,573
- 8,789
5
The accompanying notes form an integral part of the annual accounts for 2020.
Statement of changes in equity for the year ended 31 December 2020
a)
Statement of recognised income and expense for the year ended 31 December 2020
THOUSAND EUROS
NOTE
2020
2019
Net profit/(loss) for the year
1,388,573
- 8,789
Total income and expense recognised directly in equity
-
-
Grants, donations and bequests
-
-
Tax effect
-
-
Total amounts transferred to the income statement
-
-
Grants, donations and bequests
-
-
Tax effect
-
-
Total recognised income and expense
1,388,573
- 8,789
b)
Statement of total changes in equity for the year ended 31 December 2020
THOUSAND EUROS
2020
ENTITY
SHARE
CAPITAL
SHARE
PREMIUM
RESERVES
PROFIT/(LOSS)
IN PRIOR
YEARS
PROFIT/
(LOSS) FOR
THE YEAR
TOTAL
Balance at
31 December 2019
4,361,541
1,228,451
419,875
- 8,789
6,001,078
Recognised income
and expense
-
-
-
-
1,388,573
1,388,573
Allocation of profit or loss (note 3):
Reserves
-
-
-
-8,789
8,789
-
Dividends
-
-
-69,784
-
-
-69,784
Balance at
31 December 2020
4,361,541
1,228,451
350,091
-8,789
1,388,573
7,319,867
THOUSAND EUROS
2019
ENTITY
SHARE
CAPITAL
SHARE
PREMIUM
RESERVES
PROFIT/(LOSS)
FOR THE YEAR
TOTAL
Balance at 31 December 2018
4,361,541
1,228,451
451,678
29,258
6,070,928
Recognised income and expense
-
-
-
-8,789
-8,789
Allocation of profit or loss (note 3):
Reserves
2,926
- 2,926
-
Dividends
-34,729
- 26,332
-61,061
Balance at 31 December 2019
4,361,541
1,228,451
419,875
- 8,789
6,001,078
6
The accompanying notes form an integral part of the annual accounts for 2020.
EDPR 2020 ANNUAL REPORT
Cash flow statement for the year ended 31 December 2020
THOUSAND EUROS
NOTE
2020
2019
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Profit/(loss) for the year before tax
1,361,073
-42,206
Adjusted profit/(loss):
112,571
161,359
Amortisation and depreciation (+)
5 & 6
6,009
860
Change in provisions (+/-)
15
-39
230
Gains/(losses) from disposals of fixed assets
-
-1
Grains/(losses) from disposals of investments
8
-1,685
-
Finance income (-)
-1
-1
Finance cost (+)
113,050
156,847
Exchange gains and losses (+/-)
10.d & 17.f
-7,519
4,499
Change in fair value of financial instruments
11
2,756
-904
Impairment and gains/(losses) on disposal of financial instruments (+/-)
11
-
-171
Changes in operating assets and liabilities:
-43,213
-4,141
Trade and other receivables (+/-)
-52,074
-3,375
Other current assets
112
-188
Trade and other payables (+/-)
8,749
-578
Other cash flows from (used in) operating activities:
-62,520
-107,821
Interest paid (-)
-112,592
-145,807
Interest received (+)
1
1
Derivative financial instruments received (paid) (+/-)
-2,680
3,504
Income tax received (paid) (+/-)
19
52,751
34,481
Cash flows from (used in) operating activities
1,367,911
7,191
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Payments for investments: (-)
-1,749,610
-1,067,018
Group companies and associates
-1,746,050
-1,045,016
Intangible assets
-2,625
-4,473
Property, plant and equipment
-
-339
Other financial assets
-935
-17,190
Proceeds from sale of investments: (+)
688,496
731,834
Group companies and associates
675,147
722,254
Other financial assets
13,349
9,580
Cash flows from (used in) investing activities
-1,061,114
-335,184
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Payments made and received for financial liability instruments:
1,093,431
381,431
Debt issues, Group companies (+)
1,822,226
915,374
Redemption and repayment of debts with Group companies (-)
-728,795
-533,943
Dividends and interest on other equity instruments paid:
-69,784
-61,061
Dividends (-)
-69,784
-61,061
Cash flows from (used in) financing activities
1,023,647
320,370
Effect of exchange rate fluctuations
2,586
-53
Net increase/decrease in cash and cash equivalents
1,333,030
-7,676
Cash and cash equivalents at beginning of year
13
175,852
183,528
Cash and cash equivalents at
year end
13
1,508,882
175,852
7
Covid-19. Macroeconomic, regulatory, operational, accounting impact and stakeholders
8
01. Nature and activities of the company
10
02. Basis of presentation
11
03. Allocation of profit/(loss)
12
04. Significant accounting policies
13
05. Intangible assets
21
06. Property, plant and equipment
22
07. Risk management policy
22
08. Investments in equity instruments of group companies and associates
24
09. Financial assets by category
30
10. Investments and trade receivables
31
11. Derivative financial instruments
33
12. Non-current assets held for sale
34
13. Cash and cash equivalents
35
14.Capital and reserves
35
15. Provisions
36
16. Financial liabilities by category
37
17. Debt and trade payables
38
18. Late payments to suppliers
42
19. Taxation
43
20. Environmental information
47
21. Related party balances and transactions
47
22. Income and expense
50
23. Employee information
52
24. Audit fees
52
25. Commitments
52
26. Events after the reporting period
53
Annex I
56
Annex II
76
8
EDPR 2020 ANNUAL REPORT
Covid-19. Macroeconomic, regulatory, operating and accounting impact
affecting stakeholders
SARS-COV-2, a virus that can cause a serious pneumonia-like respiratory infection in humans was identified for the first
time in the Chinese city of Wuhan at the end of 2019. The disease caused by the virus COVID-19 was classified as a
pandemic by the World Health Organization (WHO) in 2020. COVID-19 forced the entire world to change its habits and it is
having several social, economic, regulatory, operating, accounting and public health impacts.
Macroeconomic impact
The current global Covid-19 pandemic crisis brings significant risks to the economy and society, and the duration of the
epidemic and its long-term economic impacts continue to be uncertain.
COVID-19 ha
s impacted the EDPR Group’s business in its various geographic locations and areas of its value chain from
an overall macroeconomic standpoint. However, a prudent strategy to hedge energy and financial market risks, maintaining
solid levels of liquidity and the active management of critical suppliers and supplies resulted in a significant mitigation of the
impacts of this crisis.
EDPR Group’s energy business has been affected by a decline in demand as a result of the lockdown, as well as a sharp
decline in the prices obtained by the groupings in the various geographic locations that were partially seen a few months
before the Covid-19 crisis in Europe but somewhat recovered at the end of the year. The high level of fixed price hedges
within the price risk hedging strategy has allowed the EDPR Group to contain the impact of falling prices at its groupings in
various geographic locations.
There was a very significant increase in the volatility of exchange and interest rates in financial markets that gradually
declined after the low point seen in March.
While there has not been a significant increase in bad debts, there has been an increase in the credit risk exposure affecting
electricity and GC hedges and a general deterioration of counterparty financial situations worldwide. Nevertheless, since the
Group’s primary customers and counterparties are public utilities, regulated entities and regional market agents with a solid
credit profile, this credit risk exposure has been minimal.
As the main shareholder of EDPR, EDP has strengthened its financial situation and is applying adequate mitigation
measures at the first signs of distress and is better prepared to absorb the potential impacts that may be caused by this
pandemic.
Regulatory impact
A series of extraordinary urgent measures were approved and applied to respond to the epidemiological situation caused
by the new Covid-19 virus in the various geographic locations in which EDPR is present.
Operating impact
EDPR operates a solid business model that puts its daily operations at reduced risk of retail prices, as can be seen in the
94% of revenue already contracted for 2021 in December 2020. The Company has suffered some interruptions in
construction and the supply chain due to Covid-19, which led to a total of c.0.5 delays that did not have any impact on
project fundamentals. These delays have been offset by the acquisition of +0.5 GW of the Viesgo renewable energy
business and some projects in Brazil were brought forward.
9
Accounting impact
The EDPR Group reassessed the estimates that it considered pertinent and which could have been affected by this event in
order to determine any possible accounting impact deriving from Covid-19. The EDPR Group analysed these pertinent
estimates at 31 December 2020 and reached the conclusion that there were no significant accounting impacts resulting from
the Covid-19 pandemic.
Stakeholders
EDPR implemented a Response Plan after the Covid-19 pandemic that focused on protecting employees and assisting local
communities while minimising the impact on business continuity and the business plan. The Company therefore
implemented protection measures focusing on anticipation and prevention and working to ensure the re-establishment of
operations under safe conditions for everyone:
•
Employees
As a responsible company, EDPR quickly adopted measures to minimise the conditions under which the virus propagates
by focusing on personal health and maintaining essential operating services. EDPR implemented travel restrictions in
February, took measures involving those that had recently been in affected areas and distributed hand sanitiser at its
facilities. EDPR activated its Contingency Plan at the beginning of March supported by the two recently launched pilot
projects to work from home one day per week, and visits to its facilities were restricted while employees were continually
informed of any updates to the situation and of instructions to follow in the event of a positive or possible infection.
Employees continued to have the option of working from home or gradually returning to facilities at the end of the year, in
accordance with a Reopening Plan based on geographic locations in order to guarantee the highest health and safety
standards for everyone, while complying with legal limitations and social distancing.
EDPR was even able to continue contracting and maintaining promotions, actions and training sessions during the global
crisis by adapting processes to the current situation. All recruiting and onboarding processes were adapted to take place via
interactive meetings and EDPR increased its payroll by 20% in 2020 compared to the previous year. EDPR implemented
several initiatives to promote work-life balance that focused mainly on family, time and health while sharing multiple tips on
health, well-being and working from home on its intranet throughout the year. The challenges imposed by the Covid-19
pandemic on training and development programmes were successfully overcome by redesigning and adapting training
content and sessions to virtual formats and on-line learning. Finally, despite the global pandemic, there was a slight
increase in the number of secondment processes in 2020 compared to the preceding year.
•
Communities
Covid-
19 has altered everyone’s life and
daily routines. In this unprecedented situation, EDPR launched a solidarity
campaign that distributed more than €1 million in assistance and establishes initiatives in all of its markets to help local
communities combat the pandemic and to recover from the socio-economic crisis. EDPR assisted vulnerable populations by
making donations to food banks, acquiring medical equipment, devices and quick testing kits while facilitating on-line
learning and digital education materials. The Company provided assistance in the 15 countries in which it maintains a
presence: Spain, Portugal, France, Belgium, Italy, Poland, Romania, Greece, Brazil, Colombia, United States, Canada and
Mexico, as well as in Mozambique and Nigeria through the A2E - Energy Access programme. EDP
R’s response to the
global crisis is in line with its commitment to maintaining a close relationship with local communities, seeking to understand,
respect and support their needs while helping improve society’s living conditions.
10
EDPR 2020 ANNUAL REPORT
01. Nature and activities of the company
EDP Renováveis, S.A. (hereinafter, "the Company") was incorporated by public deed under Spanish law on 4 December
2007 for an indefinite period of time and commenced operations on the same date. Its registered office is in Oviedo at Plaza
del Fresno 2.
According to the Company's articles of association, the statutory activity of EDP Renováveis, S.A. comprises activities
related to the electricity sector, specifically the planning, construction, maintenance and management of electricity
production facilities, in particular those eligible for the special regime for electricity generation. The Company promotes
and develops projects relating to energy resources and electricity production activities as well as managing and
administering other companies' equity securities.
The Company can engage in its statutory activities directly or indirectly through ownership of shares or investments in
companies or entities with identical or similar statutory activities.
On 28 January 2008, EDP-Energías de Portugal, S.A. informed the market and the general public that its directors had
decided to launch a public share offering in EDP Renováveis, S.L. The Company completed its initial flotation in June 2008,
with 22.5% of its shares quoted on the Lisbon stock exchange .
During 2017, EDP - Energías de Portugal, S.A. carried out a buyback process to buy back quoted shares. After this process
was completed, only 17.44% of the Company's shares remain quoted on the Lisbon Stock Exchange.
As explained in note 8, the Company holds investments in subsidiaries. Consequently, in accordance with prevailing
legislation, the Company is the parent of a group of companies. In accordance with generally accepted accounting principles
in Spain, consolidated annual accounts must be prepared to give a true and fair view of the financial position of the Group,
the results of operations and changes in its equity and cash flows. Details of investments in Group companies are provided
in Appendix I.
On 23 February 2021 the Directors authorised for issue the consolidated annual accounts of EDP Renováveis, S.A.
and subsidiaries for 2020 under International Financial Reporting Standards adopted by the European Union (IFRS-EU),
which show consolidated profit of Euros 680,577 thousand and consolidated equity of Euros 8,623,831 thousand
(Euros 622,667 thousand and Euros 8,334,700 thousand in 2019). The consolidated annual accounts will be filed at the
Asturias Mercantile Registry.
The Company belongs to the EDP Group, of which the parent is EDP - Energías de Portugal, S.A., with registered office
at Avenida 24 de Julho, n.º 12 in Lisbon. Through its Spanish branch office, EDP SA - Sucursal en España ("EDP
Sucursal"), EDP Energias de Portugal, SA owns a qualified 82.6% interest in EDPR’s share capital and 17.44% of its voting
rights.
In December 2011, China Three Gorges Corporation (CTG) signed an agreement to acquire 780,633,782 ordinary shares
in EDP from Parpública - Participações Públicas SGPS, S.A., representing 21.35% of the share capital and voting rights
of EDP Energias de Portugal S.A.,
the majority shareholder of the Company. This transaction took place in May 2012.
The terms of the agreements under which CTG became a shareholder of the EDP Group stipulate minority investments by
CTG totalling Euros 2,000 million in renewable energy products underway and ready for construction (including co-funding
capex (capital expenditure)).
Within the context of the foregoing agreement, the following transactions have taken place:
•
In June 2013, EDPR sold its 49% interest in the equity of EDPR Portugal to CTG through CITIC CWEI Renewables
S.C.A.
11
•
In May 2015, EDPR
closed the sale of its 49% interest in the following EDPR Brazil subsidiaries to CTG through CWEI
Brasil participaçoes LTDA: Elebrás Projetos S.A, Central Nacional de Energia Eólica S.A, Central Eólica Baixa do
Feijão I S.A, Central Eólica Baixa do Feijão II S.A, Central Eólica Baixa do Feijão III S.A, Central Eólica Baixa do Feijão
IV S.A, Central Eólica Jau S.A. and Central Eólica Aventura S.A.
•
In October 2016, EDPR sold its 49% interest in the capital of EDP Renewables Polska SP.Zo.o. to CTG through ACE
Poland S.Á.R.L. and sold its 49% interest in the capital of EDP Renewables Italia S.R.L. to CTG through ACE Italy
S.Á.R.L.
•
In June 2017, the EDPR Group closed the sale of its 49% interest in the capital of EDPR PT
–
Parques Eólicos, S.A.
to CTG through ACE Portugal S.Á.R.L.
•
In December 2018, EDPR closed the sale of 10% of the share capital of the associate Moray East Holdings Limited to
CTG through China Three Gorges (UK) Limited.
The operating activity of the Group headed by the Company is essentially carried out in Europe, the USA and Brazil through
three subgroups headed by EDP Renewables Europe, S.L.U. (EDPR EU) in Europe, EDP Renewables North America, LLC
(EDPR NA) in the USA and EDP Renováveis Brasil (EDPR Brasil) in Brazil. The Company also incorporated a subsidiary in
Canada in 2010, called EDP Renewables Canada, Ltd. In 2019 and 2020 the Company acquired the Colombian companies,
Eolos Energía S.A.S. E.S.P., Vientos del Norte S.A.S. E.S.P. and
Solar Power Solutions S.A.S.E.S.P. and in 2020 it
incorporated EDPR Vietnam to develop its projects in those countries.
02. Basis of presentation
A) True and fair view
The annual accounts for 2020 have been prepared on the basis of the accounting records of EDP Renováveis, S.A., in
accordance with prevailing legislation and the Spanish General Chart of Accounts to give a true and fair view of the equity
and financial position at 31 December 2020 and results of operations, changes in equity, and cash flows for the year then
ended.
The directors consider that the accompanying individual annual accounts for 2020, authorised for issue on 23 February
2021, will be approved with no changes by the shareholders at their annual general meeting.
B) Comparative information
The balance sheet, income statement, statement of changes in equity, cash flow statement and the notes thereto for 2020
include comparative figures for 2019, which formed part of the 2019 annual accounts approved by shareholders at the
annual general meeting held on 26 March 2020.
C) Functional and presentation currency
The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and
presentation currency.
D) Critical issues regarding the valuation and estimation of relevant uncertainties
and judgements used when applying accounting principles
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the
Company's accounting principles to prepare the annual accounts. 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 annual accounts, is as follows:
12
EDPR 2020 ANNUAL REPORT
Relevant accounting estimates and assumptions
The Company tests investments in Group companies for impairment on an annual basis. Impairment is calculated by
comparing the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of
value in use and fair value less costs to sell. The Company generally uses cash flow discounting methods to calculate these
values. Cash flow discounting calculations are based on projections in the budgets approved by management. The cash
flows take into consideration past experience and represent management's best estimate of future market performance.
The key assumptions employed when determining fair value less costs to sell and value in use include growth rates
in accordance with best estimates of rises in electricity prices in each country, the weighted average cost of capital and
tax rates. The estimates, including the methodology used, could have a significant impact on values and impairment loss.
In certain cases, when estimating impairment of such investments, the investee's equity is taken into consideration,
corrected for any net unrealised gains existing at the measurement date.
The fair value of financial instruments is based on market quotations when available. Otherwise, fair value is based on
prices applied in recent, similar transactions in market conditions or on evaluation methodologies using discounted future
cash flow techniques, considering market conditions, time value, the profitability curve and volatility factors. These methods
may require assumptions or judgements in estimating fair value.
Recording and recovery of deferred tax assets.
The recording and recoverability of deferred tax assets is assessed when they are generated and subsequently at each
statement of financial position reporting date in accordance with expected taxable income/tax loss. The Company also takes
into account future tax obligations constituting the recovery of such assets.
Changes in accounting estimates
Although estimates are calculated by the Company's directors based on the best information available at 31 December
2020, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts
of adjustments to be made in subsequent years would be recognised prospectively.
03. Allocation of profit/(loss)
The proposed allocation of 2020 profit to be submitted to the shareholders for approval at their annual general meeting
is as follows:
EUROS
BASIS OF ALLOCATION:
Profit for the year
1,388,573,084.60
Voluntary reserve
DISTRIBUTION:
Legal reserve
138,857,308.46
Dividends
69,784,652.96
Voluntary reserve
1,179,931,123.18
Total
1,388,573,084.60
13
The distribution of profit and reserves of the Company for the year ended 31 December 2019, approved by the shareholders
at their annual general meeting held on 26 March 2020, was as follows:
EUROS
BASIS OF ALLOCATION:
Losses for the year
-8,788,570.89
Voluntary reserve
69,784,652.96
DISTRIBUTION:
Prior years' losses
-8,788,570.89
Dividends
69,784,652.96
Total
60,996,082.07
At 31 December, non-distributable reserves are as follows:
THOUSAND EUROS
2020
2019
NON-DISTRIBUTABLE RESERVES:
Legal reserve
75,971
75,971
75,971
75,971
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
04. Significant accounting policies
A) Foreign currency transactions, balances and cash flows
Foreign currency transactions have been translated into Euros using the exchange rate prevailing at the transaction date.
Monetary assets and liabilities denominated in foreign currencies have been translated into Euros 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.
In the cash flow statement, cash flows from foreign currency transactions have been translated into Euros at the exchange
rates 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 cash flows statement as Effect of exchange rate fluctuations.
Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
B) Intangible assets
Computer software is measured at purchase price and carried at cost, less any accumulated amortisation and impairment.
Computer software is amortised by allocating the depreciable amount on a systematic basis over its useful life, which has
been estimated at five years from the asset entering normal use.
Capitalised personnel expenses of employees who install computer software are recognised as Self-constructed assets
in the income statement.
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EDPR 2020 ANNUAL REPORT
Computer software acquired and produced by the Company, including website costs, is recognised when it meets the
following conditions:
•
Payments attributable to the performance of the project can be measured reliably.
•
The allocation, assignment and timing of costs for each project are clearly defined.
•
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.
•
The economic and commercial feasibility of the project is reasonably assured.
•
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.
•
There is an intention to complete the intangible asset for its use or sale.
Computer software maintenance costs are charged as expenses when incurred.
C) Property, plant and equipment
Property, plant and equipment are measured at cost of acquisition. Property, plant and equipment are carried at cost less
any accumulated depreciation and impairment.
Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis
over its useful life. The depreciable amount is the cost of an asset, less its residual value. The Company determines the
depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant
in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.
Property, plant and equipment are depreciated using the following criteria:
DEPRECIATION METHOD
ESTIMATED YEARS OF
USEFUL LIFE
Other installations
Straight-line
10
Furniture
Straight-line
10
Information technology equipment
Straight-line
4
D) Financial instruments
Financial assets and liabilities at fair value through changes in profit and loss
This category includes the derivative financial instruments described in note 11, which are initially recognised at fair value.
Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
After initial recognition, they are recognised at fair value through profit or loss. Fair value is reduced by transaction costs
incurred on sale or disposal. Accrual interest and dividends are recognised separately.
Loans and receivables
Loans and receivables comprise trade and non-trade receivables 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.
15
Investments in Group companies
Investments in Group companies are initially recognised at cost, which is equivalent to the fair value of the consideration
given, excluding transaction costs, and are subsequently measured at cost net of any accumulated impairment. The cost
of investments in Group companies acquired before 1 January 2010 includes any transaction costs incurred.
Investments in Group companies denominated in foreign currencies covered by hedges of net investments in foreign
operations are updated to reflect exchange rate fluctuations (see note 4 L).
Investments in Group companies acquired through a non-monetary contribution from another Group company are measured
at the pre-transaction value in the consolidated accounts.
Non-monetary contributions in exchange for investments in the equity of other companies
In non-monetary contributions of businesses (including investments
in Group companies) to other Group companies, equity
investments received are measured on the transaction date at the carrying amount of the company in the consolidated
accounts. Gains or losses deferred in recognised income and expense associated with the assets and liabilities conveyed
continue to be recognised in equity but are linked to the investment received.
Interest and dividends
Interest is recognised using the effective interest method.
Dividends from investments in equity instruments are recognised when the Company is entitled to receive them. If the
distributed dividends unequivocally originate from the profits generated prior to the acquisition date, they reduce the carrying
amount of the investment.
Pursuant to request ruling number 2 issued by the Spanish Accounting and Auditing Institute, published in its Official
Gazette number 78, for entities whose ordinary activity is the holding of shares in group companies and the financing of
investees, the dividends and other income - coupons, interest - earned on financing extended to investees, as well as gains
obtained from the disposal of investments, except those deriving from the disposal of subsidiaries, jointly controlled entities
and associates, constitute revenue in the income statement.
Derecognition of 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 Company has transferred substantially all the risks and rewards of ownership.
Impairment of financial assets
•
Impairment of financial assets carried at amortised cost
The amount of the impairment loss of financial assets carried at amortised cost is measured as the difference between
the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have
not been incurred) discounted at the financial asset's original effective interest rate.
The impairment loss is recognised in profit and loss and may be reversed in subsequent periods if the decrease can be
objectively related to an event occurring after the impairment has been recognised. The loss can only be reversed to the
limit of the amortised cost of the assets had the impairment loss not been recognised.
•
Investments in Group companies
Impairment is calculated by comparing the carrying amount of the investment with its recoverable amount. The recoverable
amount is the higher of value in use and fair value less costs to sell.
Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived
from ordinary activities and from the final disposal of the asset.
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EDPR 2020 ANNUAL REPORT
The carrying amount of the investment includes any monetary item that is receivable or payable for which settlement
is neither planned nor likely to occur in the foreseeable future, excluding trade receivables or trade payables.
In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised,
up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been
recognised.
The recognition or reversal of an impairment loss is recorded in the income statement.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive
obligations have been assumed by the Company or payments have been made on behalf of the companies.
Financial liabilities
Financial liabilities, including trade and other payables, that are not classified as held for trading or as financial liabilities at
fair value through profit or loss are initially recognised at fair value less any transaction costs 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.
Derecognition of financial liabilities
The Company 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.
Fair value
The fair value is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm's length transaction. If available, quoted prices in an active market are used to determine fair value.
Otherwise, the Company calculates fair value using recent transaction prices or, if insufficient information is available,
generally accepted valuation techniques such as discounting expected cash flows.
E) 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.
The Company classifies current accounts with Group companies under this heading if they are considered to be cash-
pooling accounts when there is a debit balance. If not, they are recorded under current payables with Group companies and
associates.
The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick
on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of
acquisition and maturity does not exceed six months.
F) Provisions
Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) 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.
17
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation
at the end of the reporting period, 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 determined before taxes, taking into consideration
the time value of money, as well as the specific risks that have not been included in the future cash flows relating to the
provision at each closing date.
The financial effect of the provisions is recognised as a financial expense in the income statement.
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
G) Revenue from sales and services rendered
Revenue from the sale of goods and the rendering of services is measured at the fair value of the consideration received
or receivable. Discounts, as well as the interest added to the nominal amount of the consideration, are recognised as a
reduction in the consideration.
Revenues associated with the rendering of services are recognised in the income statement by reference to the stage of
completion at the reporting date when revenues, the stage of completion, the costs incurred and the costs to complete the
transaction can be estimated reliably and it is probable that the economic benefits derived from the transaction will flow to
the Company.
H) Income tax
The income tax expense or tax income for the year comprises current tax and deferred tax.
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.
The Company files consolidated tax returns as part of the 385/08 group headed by EDP Energías de Portugal, S.A.
Sucursal en España.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into
account when determining the accrued income tax expense for the companies forming the consolidated tax group:
•
temporary and permanent differences arising from the elimination of profits and losses on transactions between
Group companies, derived from the process of determining consolidated taxable income.
•
deductions and credits corresponding to each company forming the consolidated tax group. For these purposes,
deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary
to obtain the right to the deduction or tax credit.
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are
allocated to the company which recognised the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest
of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies,
these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable recognition criteria,
considering the tax group as a taxable entity.
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EDPR 2020 ANNUAL REPORT
The Parent of the Group records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables
(payables) from/to Group companies and associates.
The amount of the debt (credit) relating to the subsidiaries is recognised with a credit (debit) to payables (receivables)
to/from Group companies and associates (see note 19).
Taxable temporary differences
Taxable temporary differences are recognised in all cases 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.
Deductible temporary differences
Deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available
against which the deductible temporary difference can be utilised, or when tax legislation envisages the possibility of
converting deferred tax assets into a receivable from public entities in the future.
The Company 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 this purpose, the deferred tax asset is derecognised with a
charge to the deferred tax expense and the receivable is recognised with a credit to current tax.
The Company recognises the payment obligation deriving from financial contributions as an operating expense with a credit
to payables to public entities when it is accrued in accordance with the Spanish Income Tax Law.
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.
In the absence of evidence to the contrary, it is not considered probable that the Company will have future taxable profit
when the deferred tax assets are expected to be recovered in a period of more than ten years from the end of the reporting
period, irrespective of the nature of the deferred tax asset; or, in the case of tax credits for deductions and other tax relief
that are unused due to an insufficient amount of total tax, when there is reasonable doubt - after the activity or the income
giving rise to entitlement to the deduction or tax credit has been rendered or received, respectively - as to whether the
requirements for their offset will be met.
The Company only recognises deferred tax assets arising from tax loss carryforwards when it is probable that future taxable
profit will be generated against which they may be offset within the period stipulated in applicable tax legislation, up to a
maximum period of ten years, unless there is evidence that their recovery in a longer period of time is probable and tax
legislation provides for their utilisation in a longer period or stipulates no time limit for their utilisation.
Conversely, it is considered probable that the Company 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.
The Company recognises deferred tax assets not previously recognised because they were not expected to be utilised
within the ten-year recovery period, inasmuch as the future reversal period does not exceed ten years from the end of the
reporting period or when there are sufficient taxable temporary differences.
Tax planning opportunities are only considered when assessing the recoverability of deferred tax assets and if the Company
intends to use these opportunities or it is probable that they will be utilised.
19
Measurement
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is
realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax
consequences that would follow from the manner in which the Company 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
Company 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.
Classification
Deferred tax assets and liabilities are recognised in the statement of financial position under non-current assets or liabilities,
irrespective of the expected date of recovery or settlement.
I) Classification of assets and liabilities as current and non-current
The Company classifies assets and liabilities in the statement of financial position as current and non-current. Current
assets and liabilities are determined as follows:
•
assets are classified as current when they are expected to be realised or are intended for sale or consumption in the
Company's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised
within 12 months after the reporting date or are cash or a cash equivalent, unless the assets may not be exchanged or
used to settle a liability for at least 12 months after the reporting date.
•
liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they
are held primarily for the purpose of trading, they are due to be settled within 12 months after the reporting date or the
Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date.
•
financial liabilities are classified as current when they are due to be settled within 12 months after the reporting date,
even if the original term was for a period longer than 12 months, and an agreement to refinance or to reschedule
payments on a long-term basis is completed after the reporting date and before the annual accounts are authorised
for issue.
J) Environmental issues
Environmental assets
Non-current assets acquired by the Company to minimise the environmental impact of its activity and to protect and improve
the environment, including the reduction and elimination of future pollution from the Company's activities, are recognised as
property, plant and equipment in the balance sheet at purchase price or cost of production and depreciated over their
estimated useful lives.
Environmental expenses
Environmental expenses are the costs derived from managing the environmental effects of the Company's operations and
existing environmental commitments. These include expenses relating to the prevention of pollution caused by ordinary
activities, waste treatment and disposal, decontamination, restoration, environmental management or environmental audit.
Expenses derived from environmental activities are recognised as operating expenses in the period in which they are
incurred.
20
EDPR 2020 ANNUAL REPORT
Environmental provisions
The Company makes an environmental provision when expenses are probable or certain to arise but the amount or timing
is unknown. Where necessary, provision is also made for environmental actions arising from any legal or contractual
commitments and for those commitments acquired for the prevention and repair of environmental damage.
K) Related party transactions
Transactions between Group companies are recognised at the fair value of the consideration given or received. The
difference between this value and the amount agreed is recognised in line with the underlying economic substance of the
transaction.
All transactions with related parties take place on an arm’s length basis.
L) 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.
The Company undertakes fair value hedges and hedges of net investments in foreign operations.
At the inception of the hedge the Company 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 achieving 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 is within a range of 80%-125% (retrospective analysis) and can be reliably measured.
The Company hedges net investments in foreign operations in relation to its investment in the Group companies EDP
Renewables North America, LLC., EDP Renováveis Brasil S.A. and EDP Renewables Canada, Ltd.
M) Hedges of a net investment in a foreign operation
The Company hedges the foreign currency risk arising from investments in Group companies denominated in foreign
currency. The portion of gains or losses on the hedging instrument or on the exchange rate of the monetary item used as
the hedging instrument is recognised as exchange gains or losses in the income statement. Gains or losses on investments
related to the underlying foreign currency amount in the annual accounts are recognised as exchange gains or losses in
profit and loss.
N) Grants, donations and bequests
Grants, donations and bequests are recorded in recognised income and expense when, where applicable, they have been
officially awarded, the conditions attached to them have been met or there is reasonable assurance that they will be
received.
Monetary grants, donations and bequests are measured at the fair value of the sum received, whilst non-monetary grants,
donations and bequests received are accounted for at fair value.
In subsequent years, grants, donations and bequests are recognised as income as they are applied.
O) Long- and short-term employee benefits
The Company recognises the expected cost of profit-sharing and bonus plans when it has a present legal or constructive
obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.
21
P) Non-current assets held for sale
Non-current assets or disposal groups whose carrying amount will be largely recovered through a sale transaction instead of
recognised at the value in use are recognised under this heading. In order for non-current assets or disposal groups to
be classified as held for sale, they must be available for disposal in their current condition, exclusively subject to the usual
terms and conditions of sale transactions, and the disposal must also be deemed to be highly probable.
Non-current assets and disposal groups classified as held for sale are not amortised or depreciated, and are recorded at
their carrying amount or fair value, whichever is lower, less costs to sell.
The Company recognises initial and subsequent impairment losses on assets classified in this category in the income
statement under results of continuing operations.
05. Intangible assets
Details of intangible assets and movement are as follows:
THOUSAND
EUROS
BALANCE
AT 31.12.18
ADDITIONS
TRANSFER
BALANCE
AT 31.12.19
ADDITIONS
TRANSFER
BALANCE
AT 31.12.20
COST:
Computer
software
6,728
-
4,320
11,048
22,327
267
33,642
Computer
software under
development
1,363
5,078
-4,320
2,121
858
-267
2,712
8,091
5,078
-
13,169
23,185
-
36,354
AMORTISATION:
Computer
software
-5,438
-474
-
-5,912
-5,663
-11,575
-5,438
-474
-
-5,912
-5,663
-11,575
Carrying amount
2,653
4,604
-
7,257
17,522
-
24,779
Additions in 2020 and 2019 reflect information management applications purchased or developed during the year.
At the 2020 reporting date, the Company had fully amortised intangible assets in use amounting to Euros 5,197 thousand
(Euros 5,197 thousand in 2019).
At 31 December 2020 and 2019 the Company has no commitments to purchase intangible assets.
22
EDPR 2020 ANNUAL REPORT
06. Property, plant and equipment
Details of property, plant and equipment and movement are as follows:
THOUSAND EUROS
BALANCE
AT 31.12.18
ADDITIONS
DISPOSALS
BALANCE
AT 31.12.19
ADDITIONS
BALANCE
AT 31.12.20
COST:
Other fixtures
2,869
180
-
3.0+49
-
3,049
Information technology
equipment and furniture
1,385
159
-
1,544
-
1,544
Vehicles
21
-
-21
-
-
-
4,275
339
-21
4,593
-
4,593
DEPRECIATION:
Other fixtures
-1,421
-280
-
-1,701
-236
-1,937
Information technology
equipment and furniture
-662
-105
-
-767
-110
-877
Vehicles
-6
-1
7
-
-
-2,089
-386
-2,468
-346
-2,814
Carrying amount
2,186
-47
-14
2,125
-346
1,779
Additions in 2019 mainly reflect the work to improve and modernise the Company's headquarters carried out during
the year.
The Company 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.
Fully depreciated property, plant and equipment amount to Euros 1,953 thousand at the 2020 reporting date (Euros 852
thousand in 2019) and comprise information technology equipment and furniture.
At 31 December 2020 and 2019 the Company has no commitments to purchase property, plant and equipment.
07. Risk management policy
A) Financial risk factors
The Company's activities are exposed to various financial risks: market risk (including currency risk and fair value interest
rate risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme
focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The
Company uses derivatives to mitigate certain risks.
The directors of the Company are responsible for defining general risk management principles and establishing exposure
limits. The Company's financial risk management is subcontracted to the Finance Department of EDP - Energías de
Portugal, S.A. in accordance with the policies approved by the Board of Directors. The subcontracted service includes the
identification and evaluation of hedging instruments.
All operations involving derivative financial instruments are subject to prior approval from the board of directors, which
sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
Currency risk
The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies,
especially with regard to the US Dollar, the Brazilian Real, the Canadian Dollar and the Polish Zloty. Currency risk is
associated with recognised assets and liabilities, and net investments in foreign operations.
23
The Company holds investments in group companies that are denominated in foreign currency, which are therefore
exposed to exchange-rate risk at year-
and when translating those amounts into the Company’s functional
currency (euro).
Currency risk affecting these investments is mitigated primarily through derivative financial instruments and borrowings in
the corresponding foreign currencies.
Details of hedged financial assets and the derivative financial instruments obtained to hedge them are provided in
notes 8 and 11.
Details of financial assets and liabilities in foreign currencies and transactions in foreign currencies are provided in
notes 8, 10.11, 17 and 22.
Credit Risk
The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group
companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their
derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk.
Guarantees or other derivatives are therefore not requested in this type of operation.
The Company has documented its financial operations in accordance with international standards. The majority of its
operations with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate
the transfer of instruments in the market.
The total amount of financial assets subject to credit risk is shown in note 10.
Liquidity Risk
Liquidity risk is the risk that the Company will be unable to comply with its financial commitments on maturity. The
Company's approach in managing liquidity risk is to guarantee as far as possible that liquidity will always be available to pay
its debts before they mature, in normal conditions and during financial difficulties, without incurring unacceptable losses or
compromising the Company's reputation.
The directors have estimated cash flows which show that the Company will meet existing commitments at 2020 year end
and those expected for 2021.
Compliance with the liquidity policy ensures that contracted commitments are paid, maintaining sufficient credit facilities.
The EDP Renováveis Group manages liquidity risk by arranging and maintaining credit facilities with its majority
shareholder, or directly with domestic and international entities in the market, under optimal conditions, to ensure access to
the financing required to continue its activities.
Details of financial assets and financial liabilities by contractual maturity date are provided in notes 10 and 17.
Cash flow and fair value interest rate risks
In 2020 and 2019 the Company does not have a considerable amount of interest-bearing assets and as a result, income
and cash flows from operating activities are not significantly affected by fluctuations in market interest rates.
Interest rate risk arises from non-current borrowings, which are extended by Group companies. The loans have fixed
interest rates, mitigating the risk of interest rate volatility. Details of hedged financial assets and the derivative financial
instruments obtained to hedge them are provided in notes 8 and 11.
24
EDPR 2020 ANNUAL REPORT
08. Investments in equity instruments of Group companies and associates
Details of direct investments in equity instruments of Group companies and associates are as follows:
THOUSAND EUROS
2020
2019
GROUP COMPANIES
EDP Renováveis Brasil S.A.
254,576
233,113
EDP Renewables Europe, S.L.U.
3,079,340
3,079,340
EDP Renewables North America, LLC
4,462,403
3,875,792
EDP Renewables Canada, Ltd.
96,247
46,597
EDP Renováveis Servicios Financieros S.A.
274,892
274,892
EDPR România, S.R.L
25
25
Eolos Energias S.A.S
E.S.P
32,668
27,256
Vientos del Norte S.A.S
E.S.P
16,014
9,281
Solar Power Solutions, S.A.S. E.S.P.
57,915
-
Parque Solar Los Cuervos, S. de R.L. de C.V.
20,169
-
EDPR Vietnam
254
-
Other (See Appendix I)
10
10
Total
8,294,513
7,546,306
ASSOCIATES
Solar Works BV
2,227
2,227
OW Offshore S.L.
18,628
-
Total
20,855
2,227
Total
8,315,368
7,548,533
(Note 10A)
(Note 10A)
Movement in Group and associate equity instruments during 2020 and 2019 was as follows:
2020
THOUSAND EUROS
31.12.2019
ADDITIONS
DISPOSALS
CHANGES IN
EXCHANGE
RATES
31.12.2020
GROUP COMPANIES
EDP Renováveis Brasil S.A.
233,113
29,451
-
-7,988
254,576
EDP Renewables Europe, S.L
3,079,340
-
-
-
3,079,340
EDP Renewables North America, LLC
3,875,792
944,749
-
-358,138
4,462,403
EDP Renewables Canada, Ltd
46,597
53,209
-3,559
96,247
EDP Renováveis Servicios Financieros S.A
274,892
-
-
-
274,892
EDPR România, S.R.L (previously EDPR RO
PV S.L.R)
25
-
-
-
25
Eolos Energía, S,A,S E.S.P
27,256
5,290
-
122
32,668
Vientos del Norte S.A.S E.S.P
9,281
6,670
-
63
16,014
Solar Power Solutions, S.A.S. E.S.P.
-
57,676
-
239
57,915
Parque Solar Los Cuervos, S. de R.L. de
C.V.
-
22,600
-134
-2,297
20,169
EDPR Vietnam
-
254
-
-
254
Other (See Appendix I)
10
-
-
-
10
Total
7,546,306
1,119,899
-134
-371,558
8,294,513
ASSOCIATES
Solar Works BV
2,227
-
-
-
2,227
OW Offshore S.L.
-
18,628
-
-
18,628
Total
2,227
18,628
20,855
Total
7,548,533
1,138,527
-134
-371,558
8,315,368
25
2019
THOUSAND EUROS
31.12.2018
ADDITIONS
DISPOSALS
CHANGES IN
EXCHANGE
RATES
31.12.2019
GROUP COMPANIES
EDP Renováveis Brasil S.A.
218,553
15,002
-
-442
233,113
EDP Renewables Europe, S.L
3,079,340
-
-
-
3,079,340
EDP Renewables North America, LLC
3,538,271
969,212
-701,917
70,226
3,875,792
EDP Renewables Canada, Ltd
33,476
31,529
-20,327
1,919
46,597
EDP Renowables Offshore France S.A.S
500
2,160
-2,660
-
-
EDP Renováveis Servicios Financieros
S.A
274,892
-
-
-
274,892
EDPR RO PV S.L.R
25
-
-
-
25
EDPR Offshore España S.L
725
14,800
-15,525
-
-
Eolos Energía, S,A,S E.S.P
-
27,256
-
-
27,256
Vientos del Norte S.A.S E.S.P
-
9,281
-
-
9,281
Other (See Appendix I)
7
10
-7
-
10
Total
7,145,789
1,069,250
-740,436
71,703
7,546,306
ASSOCIATES
Solar Works BV
2,227
-
-
-
2,227
Total
2,227
-
-
-
2,227
Total
7,148,016
1,069,250
-740,436
71,703
7,548,533
A) Investments in Group companies and associates
Details of direct and indirect investments in Group companies are provided in Appendix I.
In 2020 and 2019 the Company financed its subsidiary EDP Renewables North America, LLC (EDPR NA) by subscribing
successive capital increases/reductions for a net amount of Euros 944,749 thousand and Euros 267,295 thousand
(US Dollars 1,118,538 thousand and US Dollars 303,895 thousand) representing increases in both years.
In 2020 and 2019, the Company has signed capital increases in EDP Renováveis Brasil S.A. for Euros 29,450 and Euros
15,002 thousand (Brazilian Reals 180,000 and Brazilian Reals 65,036 thousand), respectively.
In 2020 and 2019, the Company signed capital increases in EDP Renewables Canada for Euros 53,209 and Euros
31,529 thousand (Canadian Dollars 82,400 and 46,797 thousand), respectively. In addition, a capital reduction
was signed in January 2019 for Euros 20,327 thousand (Canadian Dollars 30.950).
During 2019 the Company entered into the purchase of the Colombian companies Eolos Energía, S.A.S E.S.P. and Vientos
de Norte, S.A.S E.S.P. for Euros 27,256 thousand and Euros 9,281 thousand (Colombian Pesos 97,412 and 33,166 million).
This acquisition entailed a success fee of Euros 16,792 thousand and Euros 5,701 thousand, respectively (Euros 18,342
and Euros 6,227 thousand in 2019), which the Company recognises in other non-current financial liabilities (see note 17a).
In 2020, the Company signed capital increases in these companies for Euros 5,290 and Euros 6,670 thousand (Colombian
Pesos 23,000 and 29,000 million), respectively.
During 2020 the Company entered into the purchase of the Colombian company Solar Power Solution, S.A.S E.S.P.
for Euros 57,653 thousand (Colombian Pesos 237,589 million). This acquisition entails a success fee of Euros
42,754 thousand, which the Company has recognised in other non-current financial liabilities (Euros 39,164 thousand)
and in other current financial liabilities (Euros 3,590 thousand) (see note 17a). Furthermore, the Company subscribed
a capital increase of Euros 23 thousand (Colombian Pesos 98,293 thousand).
26
EDPR 2020 ANNUAL REPORT
During 2020 the Company entered into the purchase of the Mexican company Parque Solar Los Cuervos, S. de R.L. de
C.V. for Euros 22,600 thousand (US Dollars 24,750 thousand). This acquisition entails a success fee of Euros 1,693
thousand, which the Company has recognised in other current financial liabilities (see note 17a).
In 2020, the Company incorporated the Vietnamese company EDPR Vietnam for Euros 254 thousand (Vietnamese
Dong 7,207 million).
In 2019, the Company entered into the purchase of 0.1% of the Greek company Aeoliko Parko Fthiotidos Erimia, E.P.E.
for Euros 9 thousand. This acquisition entails a success fee of Euros 7 thousand, which the Company has recognised in
other non-current financial liabilities (see note 17a).
During 2020 the Company recorded the 50% interest held in the company Ocean Winds Offshore, S.L. (formerly called
EDPR Offshore España, S.L.) in the amount of Euros 18,628 thousand. At 31 December 2019, the Company recognised
this investment in non-current assets held for sale (see note 12).
Testing for impairment in investments in equity instruments
Testing for impairment in investments in equity instruments is carried out annually. For operational wind farms,
the recoverable amount is determined using the value in use.
Shareholder discounted cash flows were used to carry out this analysis. This method is based on the principle that the
estimated value of an entity or business is defined by its capacity to generate future financial resources, assuming that
these resources can be withdrawn from the business and distributed among the Company's shareholders, without
compromising the continuation of the activity. The amount was therefore based on free cash flows generated by each
company's business, less appropriate discount rates and net debt.
The projection period for future cash flows is the useful life of the assets (30 years), which is in line with the current
amortisation method. Cash flows also include long-term operating contracts and long-term estimates of energy prices,
provided that the asset carries market prices risk.
The following main assumptions are used for testing impairment:
•
Energy produced:
the wind studies carried out are used to determine the net capacity factors used for each farm,
which take into account the long-term predictability of wind production and that wind energy production is supported
in almost all countries by regulations that allow priority production and supply whenever weather conditions allow.
•
Electricity remuneration:
approved or contracted remuneration has been applied when available with regards the
companies that benefit from regulated remuneration or that have signed agreements to sell their predetermined
production over the entire useful life of the asset or a part of it; when this option was not available, prices were
calculated using price curves projected by the company using its experience, internal models and external information
sources.
•
New capacity:
tests were based on the best information available about the wind farms expected to be built in the
coming years, adjusted by the likelihood that the planned projects will be completed successfully and by the company's
growth prospects based on the objectives in the business plan, historical growth and projections of market size. Tests
took into account the contracted and expected prices for acquiring turbines from several suppliers.
•
Operating costs:
contracts entered into for land leases and maintenance agreements were used; other operating costs
were projected in a manner consistent with the company's internal models and experience.
•
Residual value:
residual value is taken as 15% of the initial investment in each wind farm, taking inflation into
consideration.
27
•
Discount rate:
the following discount rates used are after taxes and they reflect the EDPR Group's best estimate of the
specific risks:
2020
2019
Europe (EUR)
3.5%-6.0%
3.1%-5.8%
North America (USD)
4.9%-7.1%
4.9%-6.3%
Brazil (USD)
8.5%-10.2%
8.8%-10.4%
Colombia (USD)
8.2%
-
EDPR has performed the following sensitivity analyses on the results of the affected impairment tests.
•
10% reduction in the market prices used in the reference scenario. This sensitivity analysis performed independently for
such an assumption does not assume any impairment.
•
Increase in the discount rate used in the reference scenario of 100 base points. This sensitivity analysis performed
independently for such an assumption does not assume any impairment.
During 2020 the company reversed the measurement adjustment that it had recorded with respect to its interest in Ocean
Winds Offshore, S.L. totalling Euros 3,103 thousand and recorded income under the impairment and profit/(loss) on the
disposal of shareholdings heading in the income statement. Furthermore, no impairment has been recognised as a result
of the tests performed during 2020 and 2019.
Foreign currency
The functional currencies of foreign operations are the currencies of the countries in which they are domiciled.
These are primarily the US Dollar, the Canadian Dollar and the Brazilian Real.
Hedged investments
Details of investments, the fair value of which is hedged against currency risk, at 31 December 2020 and 2019 are as
follows:
THOUSAND EUROS
INTEREST
COVERED
INTEREST NOT
COVERED
TOTAL 2020
EDP Renováveis Brasil S.A.
19,220
235,356
254,576
EDP Renewables North America, LLC. (EDPR NA)
4,444,951
17,452
4,462,403
EDP Renewables Canada, Ltd
96,247
-
96,247
Eolos Energía, S,A,S E.S.P
1,750
30,918
32,668
Vientos del Norte S.A.S E.S.P
904
15,110
16,014
Solar Power Solutions, S.A.S. E.S.P.
3,454
54,461
57,915
Parque Solar Los Cuervos, S. de R.L. de C.V.
20,169
-
20,169
4,586,695
353,297
4,9239,992
THOUSAND EUROS
INTEREST
COVERED
INTEREST NOT
COVERED
TOTAL 2019
EDP Renováveis Brasil S.A.
26,468
206,645
233,113
EDP Renewables North America, LLC. (EDPR NA)
3,822,555
53,237
3,875,792
EDP Renewables Canada, Ltd
46,597
-
46,597
3,895,620
259,882
4,155,502
28
EDPR 2020 ANNUAL REPORT
Management hedges foreign currency risk arising from the Company's investments in EDP Renewables North America,
LLC., denominated in foreign currency.
The changes in value due to exchange rate fluctuations of equity instruments and the changes in fair value of hedging
instruments are recognised in exchange gains/losses in the income statement. Details for 2020 and 2019 are as follows:
THOUSAND EUROS
GAINS/(LOSSES)
2020
EDPR NA
EDPR BR
EDPR CA
OTHER
TOTAL
Investments in Group companies (note 11)
-358,138
-7,988
-3,559
-1,873
371,558
Hedging instruments
Foreign currency derivatives (note 11)
223,172
7,717
3,568
-433
234,024
Current account in foreign currency (note 11)
179
-
-
2,266
2,445
Fixed rate debt in foreign currency (note 11)
138,342
-
-
-
138,342
3,555
-271
9
-40
3,253
THOUSAND EUROS
GAINS/(LOSSES)
2019
EDPR NA
EDPR BR
EDPR CA
TOTAL
Investments in Group companies (note 11)
70,226
-442
1,919
71,703
Hedging instruments
Foreign currency derivatives (note 11)
-60,874
474
-2,563
-62,963
Current account in foreign currency (note 11)
-53
-
-
-53
Fixed rate debt in foreign currency (note 11)
-13,365
-
-
-13,365
-4,066
32
-644
-4,678
The hedging instruments used by the Company to hedge foreign currency risk arising from the investments in EDP
Renewables North America, LLC. comprise:
•
hedging instrument consisting of three EUR/USD swaps taken out with EDP Energias de Portugal, S.A. with a notional
amount of USD 1,778,816 thousand (three EUR/USD swaps with EDP Finance, B.V. with a notional amount of USD
2,398 thousand in 2019). The fair value of the hedging instrument amounts to Euros 31,970 thousand at 31 December
2020 (Euros 129,001 thousand payable at 31 December 2019) and has been recognised under investments in Group
companies and associates in current assets (Euros 43,974 thousand) and under non-current debt in non-current
liabilities (Euros 12,004 thousand) (see note 11). During 2020 agreements of this kind have been settled generating
revenue of Euros 14,076 thousand, which is recognised in the exchange differences account. At 31 December 2020 the
net finance cost incurred on hedging instruments on net investments totalled Euros 45,561 thousand (net cost of Euros
67,003 thousand in 2019) and has been recognised in finance costs on debts with Group companies in the
accompanying income statement;
•
a hedging instrument comprising a EUR/USD cross interest rate swap arranged with EDPR Servicios Financieros, S.A.
for a notional amount of US Dollars 678,814 thousand (US Dollars 1,025,380 thousand in 2019). The fair value of the
hedging instrument amounts to Euros 44,208 thousand at 31 December 2020 (Euros 20,604 thousand payable at 31
December 2019) and has been recognised under investments under Group companies and associates in non-current
assets (see note 11). During 2020 this agreement has been settled in part, generating costs of Euros 16,687 thousand,
which is recognised in the exchange differences account. At 31 December 2020 the net finance cost incurred on
hedging instruments on net investments totalled Euros 9,580 thousand (net cost of Euros 26,996 thousand in 2019)
and has been recognised under finance costs on debt with Group companies in the accompanying income statement;
29
•
current account with EDPR Servicios Financieros, S.A. for an amount of US dollars 192,195 thousand at 31 December
2020 (USD 197,450 thousand at 31 December 2019). On 31 December 2020, the fair value of the current account
amounts to Euros 156,625 thousand (Euros 175,761 thousand at 31 December 2019) and is recorded in the caption
cash and cash equivalents of the attached balance sheet (see note 13). The current account has generated revenues
on exchange differences in 2020 for Euros 179 thousand (losses of Euros 53 thousand in 2019);
•
loans received from EDP Finance BV in US Dollars with a notional amount of US Dollars 668,588 thousand.
These loans have generated net income from exchange differences in 2020 of Euros 33,962 thousand
(losses of Euros 11,227 thousand in 2019);
•
loans received from EDP Renovaveis Servicios Financieros, S.A. in US Dollars with a notional amount of US Dollars
1,367,783 thousand (US Dollars 450,000 in 2019).
These loans have generated income from exchange differences
in 2020 of Euros 104,380 thousand (losses of Euros 2,138 thousand in 2019).
To hedge the currency risk arising from the exposure of the investment in EDP Renováveis Brasil S.A., denominated
in Brazilian Reals, the Company has arranged a hedging instrument comprising two swaps for a total notional amount
of Brazilian Reals 120,500 thousand in 2020 and 2019. The net fair value of the hedging instrument amounts to
Euros 9,908 thousand at 31 December 2020 (Euros 2,191 thousand at 31 December 2019) and has been recognised under
Investments in Group companies and associates in non-current assets (see note 11). This hedging instrument incurred a
net finance cost of Euros 1,047 thousand (cost of Euros 1,660 thousand in 2019), which has been recognised under finance
costs on debt with Group companies in the accompanying income statement.
To hedge the currency risk arising from the exposure of the investment in EDP Renewables Canada, Ltd, denominated in
Canadian Dollars, the Company has arranged a hedging instrument comprising ten swaps for a total notional amount of
Canadian Dollars 149,650 thousand (six swaps for a total notional amount of Canadian Dollars 67,247 thousand in 2019).
At 31 December 2020 the fair value of the hedging instrument amounts to Euros 1,583 thousand (Euros 2,054 thousand
payable at 31 December 2019) and has been recognised under Investments in Group companies and associates in current
and non-current assets (Euros 420 thousand and Euros 1,211 thousand respectively) and under non-current debt in
non-current liabilities (Euros 10 thousand) and under current debt in current liabilities (Euros 38 thousand) (see note 11).
During 2020 an agreement of this kind has been settled generating costs of Euros 69 thousand, which is recognised
in the exchange differences account. These hedging instruments incurred a net finance cost of Euros 935 thousand
(cost of Euros 1,001 thousand in 2019), which has been recognised under finance costs on debt with Group companies
in the accompanying income statement.
In order to avoid the exposure to exchange rate risk of the investment in the Colombian companies Eolos Energía, S.A.S
E.S.P., Vientos de Norte, S.A.S E.S.P. and Solar Power Solution, S.A.S E.S.P., which are denominated in COP, the
Company maintains a hedge instrument consisting of a swap with a total notional value of Colombian Pesos 25,598 million
in 2020. The fair value of the hedging instrument at 31 December 2020 totalled Euros 433 thousand, and is recognised
under current debt in current liabilities (see note 11). This hedging instrument incurred a net finance cost of Euros 30
thousand, which has been recognised under finance costs on debt with Group companies in the accompanying income
statement.
The Company financed the US dollar 22,672 thousand investment in the Mexican company Parque Solar Los Cuervos, S.
de R.L. de C.V. using its US dollar denominated current account to avoid exposure to exchange-rate risk. On 31 December
2020, the fair value of the current account amounts to Euros 18,476 thousand and is recorded in the caption Cash and cash
equivalents on the attached balance sheet (see note 13). The current account has generated income on exchange
differences of Euros 2,266 thousand.
30
EDPR 2020 ANNUAL REPORT
09. Financial assets by category
The classification of financial assets by category and class, as well as a comparison of the fair value and the carrying
amount is as follows:
2020
NON-CURRENT
CURRENT
THOUSAND EUROS
AT AMORTISED COST OR COST
AT AMORTISED COST OR COST
CARRYING
AMOUNT
FAIR
VALUE
AT FAIR
VALUE
TOTAL
CARRYING
AMOUNT
FAIR
VALUE
AT FAIR
VALUE
TOTAL
Loans and
receivables
Loans
-
-
-
-
904
904
-
904
Other financial assets
753
753
-
753
1
11
-
1
Trade and other
receivables
-
-
-
-
115,699
115,699
-
115,699
Total
753
753
-
753
116,604
116,604
-
116,604
Available for sale
assets
Equity instruments
7,628
7,628
-
7,628
-
-
-
-
Total
7,628
7,628
-
7,628
-
-
-
-
Hedging derivatives
Traded on OTC
markets
-
-
55,327
55,327
-
-
44,466
44,466
Total
-
-
55,327
55,327
-
-
44,466
44,466
Total financial
assets
8,381
8,381
55,327
63,708
116,604
116,604
44,466
161,070
2019
NON-CURRENT
CURRENT
THOUSAND EUROS
AT AMORTISED COST OR COST
AT AMORTISED COST OR COST
CARRYING
AMOUNT
FAIR
VALUE
AT FAIR
VALUE
TOTAL
CARRYING
AMOUNT
FAIR
VALUE
AT FAIR
VALUE
TOTAL
Loans and
receivables
Loans
-
-
-
-
486
486
-
486
Other financial assets
10,253
10,253
-
10,253
5
5
-
5
Trade and other
receivables
-
-
-
-
74,690
74,690
-
74,690
Total
10,253
10,253
-
10,253
75,181
75,181
-
75,181
Available for sale
assets
Equity instruments
7,628
7,628
-
7,628
-
-
-
-
Total
7,628
7,628
-
7,628
-
-
-
-
Hedging derivatives
-
-
Traded on OTC
markets
-
-
3,352
3,352
-
-
-
-
Total
-
-
3,352
3,352
-
-
-
-
Total financial
assets
17,881
17,881
3,352
21,233
75,181
75,181
-
75,181
31
During 2019 the Company purchased 10.69% and 7.47% of the share capital of the US companies Principal Power, Inc.
and
Rensource Holding, Inc for US Dollars 5,619 and US Dollars 2,950 thousand, respectively (equal to Euros 5,008
thousand and Euros 2,654 thousand), which it recognised as available for sale assets in non-current investments.
Net gains and losses by category of financial assets, except for derivative instruments used to hedge foreign-currency
denominated shareholdings, are as follows:
THOUSAND EUROS
2020
LOANS
AND
RECEIVABLES,
GROUP
COMPANIES
LOANS AND
RECEIVABLES,
OTHER
ASSETS HELD
FOR TRADING
TOTAL
Finance income
-
1
-
1
Dividends (note 21b)
1,472,089
-
-
1,472,089
Change in fair value of financial
instruments
-
-
72
72
Net gains/(losses) in profit and loss
1,472,089
1
72
1,472,162
THOUSAND EUROS
2019
LOANS AND
RECEIVABLES,
GROUP
COMPANIES
LOANS AND
RECEIVABLES,
OTHER
ASSETS HELD
FOR TRADING
TOTAL
Finance income
-
1
-
1
Dividends (note 21b)
111,736
-
-
111,736
Change in fair value of financial
instruments
-
-
904
904
Impairment and gains/(losses) on
disposal of financial instruments
-
-
171
171
Net gains/(losses) in profit and loss
111,736
1
1,075
112,812
10. Investments and trade receivables
A) Investments in Group companies
Details of investments in Group companies and associates are as follows:
THOUSAND EUROS
2020
2019
NON-CURRENT
CURRENT
NON-CURRENT
CURRENT
GROUP
Equity instruments (note 8)
8,315,368
-
7,548,533
-
Derivative financial instruments (note 11)
55,327
44,466
3,352
-
Loans to Group companies and associates
-
889
-
-
Other financial assets
63
-
9,724
-
Trade and other receivables
-
115,158
-
74,676
8,370,758
160,513
7,561,609
74,676
32
EDPR 2020 ANNUAL REPORT
The non-current financial assets balance at 31 December 2019 includes the Company's collection right over the associate
Ocean Winds UK (EDPR, UK), which, together with non-controlling interests, is undertaking an offshore project through its
subsidiary Moray West Holding Limited. This amount relates to the difference in return received by the offshore project
partners who chose to finance the project via loans (5.5% return) and those, such as the EDPR Group, who chose a bridge
loan (EBL) through banks, where the return is 1%. That contract was transferred to the Group company EDP Renovaveis
Servicios Financieros, S.A. on 1 July 2020.
Current loans to Group companies and associates at 31 December 2020 mainly consist of the US dollar 1 million
(Euros 889 thousand) granted to the associate Solar Works. This loan has generated costs on exchange differences
in 2020 for Euros 105 thousand.
B) Classification by maturity
The classification of financial assets by maturity is as follows:
2020
THOUSAND EUROS
2021
2022
2023
2024
SUBSEQUENT
YEARS
LESS
CURRENT
PORTION
TOTAL NON-
CURRENT
Loans to companies
904
-
-
-
-
-904
-
Derivative financial
instruments
44,466
5,772
48,846
709
-
-44,466
55,327
Other financial assets
1
63
-
-
690
-1
753
Trade and other
receivables
115,699
-
-
-
-
-115,699
-
Total
161,070
5,835
48,846
709
690
-161,070
56,080
2019
THOUSAND EUROS
2020
2021
2022
2023
SUBSEQUENT
YEARS
LESS
CURRENT
PORTION
TOTAL NON-
CURRENT
Loans to companies
486
-
-
-
-
-486
-
Derivative financial
instruments
-
967
2,385
-
-
-
3,352
Other financial assets
5
-
9,724
-
529
-5
10,253
Trade and other
receivables
74,689
-
-
-
-
-74,689
-
Total
75,180
967
12,109
-
529
-75,180
13,605
C) Trade and other receivables
Details of trade and other receivables are as follows:
CURRENT
THOUSAND EUROS
2020
2019
Group (See note 21):
115,158
74,676
Customers
59,662
21,325
Other receivables
55,496
53,351
Unrelated parties:
542
14
Other receivables
541
13
Public entities, other
1
1
Total
115,700
74,690
33
Trade receivables from Group companies in 2020 and 2019 essentially reflect the balance receivable under management
support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC in 2013
(See note 21 b.).
Other Group receivables mainly include corporate income tax totalling Euros 35,465 thousand (Euros 42,619 thousand
in 2019) (see note 19) and in 2020 the dividend receivable from EDP Renovaveis Brasil, S.A. amounted to
Euros 20,031 thousand (Euros 10,732 thousand in 2019).
D) Exchange differences recognised in profit or loss in relation to financial assets
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled
and outstanding transactions, are as follows:
2020
2019
THOUSAND EUROS
SETTLED
OUTSTANDING
SETTLED
OUTSTANDING
Hedged investments in Group companies (note 8)
-
-371,558
-
71,703
Hedging derivatives of net investments in foreign
operations
14,076
119,309
3,331
-2,904
Other financial assets
2,135
-762
564
237
Trade and other receivables
154
-3,240
35
-
Cash and cash equivalents
-
2,586
-
-53
Total financial assets
16,365
-253,665
3,930
68,983
11. Derivative financial instruments
Details of derivative financial instruments are as follows:
2020
ASSETS
LIABILITIES
THOUSAND EUROS
NON-CURRENT
CURRENT
NON-CURRENT
CURRENT
HEDGING DERIVATIVES
a) Fair value hedges
Net investment hedging swaps (note 8)
55,327
44,394
12,014
471
Total
55,327
44,394
12,014
471
DERIVATIVES HELD FOR TRADING AND AT FAIR VALUE
THROUGH CHANGES IN PROFIT OR LOSS
b) Foreign currency derivatives
FX forward
-
72
-
1,924
Total derivatives
55,327
44,466
12,014
2,395
2019
ASSETS
LIABILITIES
THOUSAND EUROS
NON-CURRENT
CURRENT
NON-CURRENT
CURRENT
HEDGING DERIVATIVES
a) Fair value hedges
Net investment hedging swaps (note 9)
2,448
-
120,920
30,996
Total
2,448
-
120,920
30,996
DERIVATIVES HELD FOR TRADING AND AT FAIR VALUE
THROUGH CHANGES IN PROFIT OR LOSS
b) Foreign currency derivatives
FX forward
904
-
-
-
Total derivatives
3,352
-
120,920
30,996
34
EDPR 2020 ANNUAL REPORT
A) Fair value hedges
The total amount of gains and losses on hedging instruments and on items hedged under fair value hedges of net
investments in Group companies is as follows:
GAINS/(LOSSES)
THOUSAND EUROS
2020
2019
FORWARD EXCHANGE CONTRACTS:
Net investment hedging swaps (note 8)
-371,558
-62,963
Fixed rate debt (note 8)
234,024
-13,365
Investments in Group companies (note 8)
2,445
71,703
Current account in foreign currency (note 8)
138,342
-53
3,253
-4,678
B) Foreign currency derivatives
In order to eliminate the exchange rate risk on the success fee recognised as a result of the acquisition of the Colombian
companies (see note 8), in 2020 and 2019 the Company has arranged several futures contracts on the US Dollar exchange
rate for a notional amount of Euros 70,847 thousand (US Dollars 22,887 thousand). The fair value of those instruments
totalling Euros 72 thousand and Euros 1,924 thousand is recognised under the heading Current investments in Group
companies and associates and current loans, respectively (Euros 904 thousand under investments in Group companies
and associates in 2019). During 2019 contracts of this type were settled and a profit generated, which was recognised in
the income statement under impairment and proceeds on disposals of equity instruments for Euros 171 thousand.
12. Non-current assets held for sale
At 31 December 2019, the Company had recognised its investments in Ocean Winds Offshore, S.L.(previously
EDPR
Offshore España, S.L.) and EDP Renewables Offshore France, S.A.S in non-current assets held for sale for an amount
of Euros 15,525 thousand and Euros 2,660 thousand, respectively, as a result of the agreement reached in May 2019
between the EDPR Group and Engie to create a fixed and floating marine energy joint venture.
The transaction described in the preceding paragraph was closed in March 2020 and the interest totalling
Euros 18,628 thousand in the company Ocean Winds Offshore, S.L.was reclassified to Associates (see Note 8).
Furthermore, the impairment provision associated with that interest was also reversed, which gave rise to income totalling
Euros 3,103 thousand in the heading Impairment and profit/(loss) on disposals of shareholdings in the income statement
(see Note 8).
In March 2020 the Company sold its interest in EDP Renewables France, S.A. S to the company Ocean Winds Offshore,
S.L. for Euros 1,242 thousand. This transaction gave rise to a loss totalling Euros 1,418 thousand, which was recognised in
the heading profit/(loss) on disposals of shareholdings in the income statement.
35
13. Cash and cash equivalents
Details of cash and cash equivalents are as follows:
THOUSAND EUROS
2020
2019
Cash in hand and at banks
58
91
Other cash equivalents
1,508,824
175,761
1,508,882
175,852
In accordance with the terms of the contract signed by the parties on 1 June 2015, cash and cash equivalents at
31 December 2020 and 2019 include the balance of the US Dollar current account with EDPR Servicios Financieros S.A.
of Euros 183,498 thousand and Euros 175,761 thousand, respectively. This item also records the euro-denominated current
account balance of Euros 1,325,326 at 31 December 2020 with EDPR Servicios Financieros, S.A.
14. Capital and reserves
Details of equity and movement during 2020 and 2019 are shown in the statement of changes in equity.
A) Subscribed capital
At 31 December 2020 and 2019, the share capital of the Company is represented by 872,308,162 ordinary bearer shares
of Euros 5 par value each, all fully paid. These shares have the same voting and profit-sharing rights. These shares are
freely transferable.
Companies that hold a direct or indirect interest of at least 10% in the share capital of the Company at 31 December 2020
and 2019 are as follows:
2020
COMPANY
NUMBER OF SHARES
PERCENTAGE OF OWNERSHIP
EDP - Energías de Portugal, S.A. Sucursal en España
720,177,619
82.56%
Others (shares quoted on the Lisbon stock exchange)
152,130,543
17.44%
872,308,162
100.00%
2019
COMPANY
NUMBER OF SHARES
PERCENTAGE OF OWNERSHIP
EDP - Energías de Portugal, S.A. Sucursal en España
720,177,619
82.56%
Others (shares quoted on the Lisbon stock exchange)
152,130,543
17.44%
872,308,162
100.00%
In 2015 Hidroeléctrica del Cantábrico S.A. sold its shares in the Company (135,256,700 ordinary shares amounting to
15.51% of total shares), to EDP - Energías de Portugal S.A., Sucursal en España.
During 2017, EDP - Energías de Portugal, S.A. carried out a buyback process to buy back quoted shares. After this process
was completed, only 17.44% of the Company's shares remain quoted on the Lisbon Stock Exchange.
B) Share premium
This reserve is freely distributable
36
EDPR 2020 ANNUAL REPORT
C) Reserves
Details of reserves and movement during the year reflect the proposed distribution of profit approved by the shareholders
at their annual general meeting (see note 3).
Legal reserve
Pursuant to the Revised Spanish Companies Act, in force since 1 September 2010, companies are required to transfer
10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital.
The legal reserve may be used to increase capital. Except for this purpose, until the reserve exceeds 20% of share capital
it may only be used to offset losses if no other reserves are available. At 31 December 2020 the amount of this reserve is
Euros 75,971 thousand (Euros 75,971 thousand in 2019). This reserve has still not been appropriated with the minimum
amount required by the Spanish Companies Act.
Voluntary reserve
These reserves are freely distributable.
Negative reserve for costs of the public share offering
As a result of the public share offering, the Company incurred a number of expenses associated with the capital increase,
which have been recognised in this item net of the tax effect.
15. Provisions
Movement in provisions during 2020 and 2019 is as follows:
THOUSAND
EUROS
BALANCE
AT 31.12.18
ADDITIONS
APPLICATIONS
BALANCE
AT 31.12.19
ADDITIONS
APPLICATIONS
BALANCE
AT 31.12.20
Personnel
expense
606
536
-306
836
300
-339
797
Total
606
536
-306
836
300
-339
797
Additions are recorded under the personnel expense as multi-year remuneration obligations. Provisions applied mainly
reflect the reclassification of salaries payable to current liabilities.
In 2020 and 2019, the amount recognised as a provision is the directors' best estimate at the reporting date of the
expenditure required to settle the present obligation.
37
16. Financial liabilities by category
The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount
are as follows:
2020
NON-CURRENT
CURRENT
AT AMORTISED COST OR COST
AT AMORTISED COST OR COST
THOUSAND EUROS
CARRYING
AMOUNT
FAIR VALUE
AT FAIR
VALUE
TOTAL
CARRYING
AMOUNT
FAIR
VALUE
AT FAIR
VALUE
TOTAL
Debts and payables:
Group companies:
Fixed rate
2,447,620
2,553,175
-
2,447,620
116,664
116,664
-
116,664
Variable rate
-
-
-
-
-
-
-
-
Other financial
liabilities (note 8)
61,664
61,664
-
61,664
50,765
50,765
-
50,765
Trade and other
payables
-
-
-
-
21,275
21,275
-
21,275
Total
2,509,284
2,614,839
-
2,509,284
188,704
188,704
-
188,704
Hedging derivatives:
Traded on OTC
markets
-
-
12,014
12,014
-
-
2,395
2,395
Total
-
-
12,014
12,014
-
-
2,395
2,395
Total financial
liabilities
2,509,284
2,614,839
12,014
2,521,298
188,704
188,704
2,395
191,099
2019
NON-CURRENT
CURRENT
AT AMORTISED COST OR COST
AT AMORTISED COST OR COST
THOUSAND EUROS
CARRYING
AMOUNT
FAIR VALUE
AT FAIR
VALUE
TOTAL
CARRYING
AMOUNT
FAIR VALUE
AT FAIR
VALUE
TOTAL
Debts and payables:
Group companies:
Fixed rate
1,241,257
1,293,989
-
1,241,257
132,877
132,877
-
132,877
Variable rate
-
-
-
-
233,331
233,331
-
233,331
Other financial
liabilities (note 8)
24,576
24,576
-
24,576
24,231
24,231
-
24,231
Trade and other
payables
-
-
-
-
12,665
12,665
-
12,665
Total
1,265,833
1,318,565
1,265,833
403,104
403,104
-
403,104
Hedging derivatives:
Traded on OTC
markets
-
-
120,920
120,920
-
-
30,996
30,996
Total
-
-
120,920
120,920
-
-
30,996
30,996
Total financial
liabilities
1,265,833
1,318,565
120,920
1,386,753
403,104
403,104
30,996
434,100
38
EDPR 2020 ANNUAL REPORT
Net losses and gains by financial liability category are as follows:
2020
THOUSAND EUROS
DEBTS
AND PAYABLES,
GROUP COMPANIES
DEBTS
AND PAYABLES,
THIRD PARTIES
LIABILITIES
HELD FOR
TRADING
TOTAL
Finance cost
112,914
136
-
113,050
Change in fair value of
financial instruments
-
-
2,828
2,828
Total
112,914
136
2,828
115,878
2019
THOUSAND EUROS
DEBTS
AND PAYABLES,
GROUP COMPANIES
DEBTS
AND PAYABLES,
THIRD PARTIES
LIABILITIES
HELD FOR
TRADING
TOTAL
Finance cost
156,809
38
-
156,847
Total
156,809
38
-
156,847
17. Debt and trade payables
A) Debt with Group companies
Details of debt with Group companies are as follows:
2020
2019
THOUSAND EUROS
NON-CURRENT
CURRENT
NON-CURRENT
CURRENT
Group (note 20)
Debt with Group Companies (note 17b)
2,447,620
116,664
1,241,257
252,205
Interest
-
22,850
-
22,253
Derivative financial instruments (note 11)
12,014
2,395
120,920
30,996
Suppliers of fixed assets
-
22,601
-
1,978
Other financial liabilities
-
-
-
114,003
Unrelated parties
Other financial liabilities
61,664
5,283
24,576
-
Total
2,521,298
169,793
1,386,753
421,435
Other current financial liabilities with Group companies at 31 December 2019 comprise current account with EDPR
Servicios Financieros, S.A., which accrues daily interest that is settled on a monthly basis. The rate applicable to interest
receivable is one-month Euribor plus a spread of between 0% and 0.1%, whilst the rate applicable to interest payable is
one-month Euribor, plus a spread of between 0.9% and 1%. The current account balance reflects a receivable at 31
December 2020, which is recorded under the Cash heading (Note 13).
39
Other non-current and current financial liabilities at 31 December 2020 and 2019 mainly relate to the success fees deriving
from the acquisitions of the companies mentioned in Note 8, as follows:
2020
NON-CURRENT
CURRENT
THOUSAND EUROS
EUROS
DOLLARS
EUROS
DOLLARS
Eolos Energía, S,A,S E.S.P
16,792
20,605
-
-
Vientos del Norte S.A.S E.S.P
5,701
6,996
-
-
Solar Power Solutions, S.A.S. E.S.P.
39,164
48,059
3,590
4,405
Parque Solar Los Cuervos, S. de R.L. de C.V.
-
-
1,693
2,078
Other financial liabilities
7
-
31
-
Total
61,664
75,660
5,314
6,483
2019
NON-CURRENT
CURRENT
THOUSAND EUROS
EUROS
DOLLARS
EUROS
DOLLARS
Eolos Energía, S,A,S E.S.P
18,342
20,605
-
-
Vientos del Norte S.A.S E.S.P
6,227
6,996
-
-
Other financial liabilities
7
-
232
-
Total
24,576
27,601
232
-
40
EDPR 2020 ANNUAL REPORT
B) Main characteristics of debt
The terms and conditions of loans and debt are as follows:
2020
THOUSAND EUROS
CARRYING AMOUNT
TYPE
CURRENCY
EFFECTIVE
RATE
NOMINAL
RATE
MATURITY
NOMINAL
AMOUNT
CURRENT
NON-
CURRENT
EDP Finance
USD
4.99%
4.42%
2023
240,019
116,664
123,355
EDP Finance
USD
4.75%
4.75%
2024
180,250
-
180,250
EDPR Servicios
Financieros
USD
3.13%
3.13%
2025
123,231
-
123,231
EDPR Sercicios
Financieros
USD
3.13%
3.13%
2025
79,598
-
79,598
EDPR Servicios
Financieros
USD
3.75%
3.75%
2030
202,829
-
202,829
EDPR Servicios
Financieros
USD
2.22%
2.22%
2026
171,135
-
171,135
EDPR Servicios
Financieros
USD
3.02%
3.02%
2030
171,135
-
171,135
EDPR Servicios
Financieros
USD
3.25%
3.25%
2031
421,115
-
421,115
EDPR Servicios
Financieros
USD
2.31%
2.31%
2026
226,754
-
226,754
EDPR Servicios
Financieros
USD
5.18%
5.18%
2023
122,239
-
122,239
EDPR Servicios
Financieros
USD
4.41%
4.41%
2024
244,479
-
244,479
EDPR Servicios
Financieros
EUR
2.02%
2.02%
2023
170,000
-
170,000
EDPR Servicios
Financieros
EUR
1.74%
1.74%
2022
115,000
-
115,000
EDPR Servicios
Financieros
EUR
1.74%
1.74%
2022
96,500
-
96,500
Total
2,564,284
116,664
2,447,620
2019
THOUSAND EUROS
CARRYING AMOUNT
TYPE
CURRENCY
EFFECTIVE
RATE
NOMINAL
RATE
MATURITY
NOMINAL
AMOUNT
CURRENT
NON-
CURRENT
EDP Finance
USD
4.99%
4.42%
2023
395,176
132,877
262,299
EDP Finance
USD
4.75%
4.75%
2024
196,888
-
196,888
EDPR Servicios
Financieros
USD
5.18%
5.18%
2023
133,523
-
133,523
EDPR Servicios
Financieros
USD
4.41%
4.41%
2024
267,047
-
267,047
EDPR Servicios
Financieros
EUR
2.02%
2.02%
2023
170,000
-
170,000
EDPR Servicios
Financieros
EUR
1.74%
1.74%
2022
115,000
-
115,000
EDPR Servicios
Financieros
EUR
1.74%
1.74%
2022
96,500
-
96,500
EDPR Servicios
Financieros
EUR
0.46%
0.46%
2020
119,328
119,328
-
Total
1,493,462
252,205
1,241,257
41
During 2017, the Company and EDP Finance BV agreed to modify certain clauses of the debt contract they had arranged
for US Dollars 447,403 thousand. From an accounting perspective, these modifications did not give rise to significant
changes in the existing terms and conditions. At 31 December 2020 an amount of Euros 1,353 thousand (Euros 3,083
thousand
at 31 December 2019) is recognised in debt with Group companies and associates on account of commissions for the
aforementioned modification, of which Euros 927 thousand is recorded as current and will be taken to the income statement
in 2021.
During 2019, a fixed rate loan in US Dollars was arranged with EDPR Renovaveis Servicios Financieros, S.A. for US Dollars
300,000 thosuand (Euros 267,047 thousand at 31 December 2019).
During 2020, new fixed rate loans in US Dollars have been arranged with EDPR Renovaveis Servicios Financieros, S.A.
for US Dollars 1,712,783 thosuand (Euros 1,395,797 thousand at 31 December 2020).
C) Trade and other payables
Details of trade and other payables are as follows:
THOUSAND EUROS
CURRENT
2020
2019
GROUP
Payables
11,716
5,849
Total
11,716
5,849
UNRELATED PARTIES
Payables
4,158
2,041
Salaries payable
5,401
4,775
Public entities, other (note 18)
818
679
Total
10,377
7,495
Total
22,093
13,344
The payables, Group companies balance in 2020 and 2019 mainly comprises expenses invoiced by EDP - Energías de
Portugal, S.A. and EDP - Energías de Portugal, S.A. (Sucursal en España) for management services. It also records the
value added tax payable totalling Euros 5,643 thousand (Euros 2,221 thousand in 2019) resulting from the Company
pertaining
to the tax consolidation group led by EDP- Energias de Portugal, S.A. Sucursal en España (see Note 19).
D) Classification by maturity
The classification of financial liabilities by maturity is as follows:
2020
THOUSAND EUROS
2021
2022
2023
2024
SUBSEQUENT
YEARS
LESS
CURRENT
PORTION
TOTAL NON-
CURRENT
Derivative financial
instruments
2,395
12,004
10
-
-
-2,395
12,014
Debt with Group
Companies and
associates
162,115
211,500
415,594
424,728
1,395,798
-162,115
2,447,620
Other financial liabilities
5,314
61,664
-
-
-
-5,314
61,664
Trade and other payables
21,275
-
-
-
-
-21,275
-
Total financial liabilities
191,099
285,168
415,604
424,728
1,395,798
-191,099
2,521,298
42
EDPR 2020 ANNUAL REPORT
2019
THOUSAND EUROS
2020
2021
2022
2023
SUBSEQUENT
YEARS
LESS
CURRENT
PORTION
TOTAL NON-
CURRENT
Derivative financial
instruments
30,996
14,805
84,723
21,043
349
-30,996
120,920
Debt with Group
Companies and
associates
390,439
127,518
311,261
338,543
463,935
-390,439
1,241,257
Other financial liabilities
232
24,576
-
-
-
-232
24,576
Trade and other payables
12,665
-
-
-
-
-12,665
-
Total financial liabilities
434,332
166,899
395,984
359,586
464,284
-434,332
1,386,753
E) Exchange differences recognised in profit or loss in relation to financial
liabilities
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled
and outstanding transactions, are as follows:
THOUSAND EUROS
2020
2019
SETTLED
OUTSTANDING
SETTLED
OUTSTANDING
Non-current debt with Group companies
and associates
-4,957
143,299
-
-13,365
Hedging derivatives of net investments
in foreign operations
-16,756
117,395
-
-63,390
Other financial liabilities
92
5,741
-162
-508
Trade and other payables
5
-
13
-
Total financial liabilities
-21,616
266,435
-149
-77,263
18. Late payments to suppliers
Final provision two of Law 31/2014 of 3 December 2014, amending the Spanish Companies Act to introduce improvements
to corporate governance, amends additional provision three of Law 15/2010 of 5 July 2010, amending Law 3/2004 of
29 December 2004 establishing measures to combat late payment, to require that all commercial companies expressly
disclose average supplier payment periods in the notes to the annual accounts. The following table shows the average
supplier payment period, transactions paid ratio, transactions payable ratio, total payments made and total payments
outstanding at the reporting date:
2020
2019
DAYS
DAYS
Average supplier payment period
26
38
Transactions paid ratio
4
41
Transactions payable ratio
51
18
Total payments made
26,588
34,639
Total payments outstanding
29,312
4,331
43
19. Taxation
Details of balances with public entities are as follows:
2020
2019
THOUSAND EUROS
NON-CURRENT
CURRENT
NON-CURRENT
CURRENT
ASSETS
Deferred tax assets
23,700
-
33,317
-
Public entities, other
-
1
-
1
Total
23,700
1
33,317
1
LIABILITIES
Deferred tax liabilities
65,717
-
58,426
-
Social Security
-
473
-
412
Withholdings
-
345
-
267
Total
65,717
818
58,426
679
The Company files consolidated income tax and value added tax returns.
The parent of this consolidated tax group is EDP-Energías de Portugal, S.A. Sucursal en España. At 31 December 2020
the Company has recognised income tax receivable of Euros 35,465 thousand (Euros 42,619 thousand in 2019) and VAT
payable of Euros 5,643 thousand (Euros 2,221 thousand in 2019). These balances have been included in receivables,
Group companies and associates and payables, Group companies and associates in the balance sheet (see notes 10c and
17c).
In 2020, the taxation authorities concluded the inspection of the consolidated tax group's income taxes for 2013 to 2016,
without it having had a significant impact on 2020.
In accordance with prevailing legislation, taxes cannot be considered definitive until they have been inspected by the
taxation authorities or the inspection period has elapsed. Taking into account the aforementioned inspection period,
at 31 December 2020 the Company has the following main applicable taxes open to inspection:
TAX
YEARS OPEN TO INSPECTION
Corporate income tax
2017-2019
Value added tax
2016-2020
Personal income tax
2016-2020
Capital gains tax
2016-2020
Tax on economic activities
2016-2020
Social Security
2016-2020
Non-residents
2016-2020
Due to the treatment permitted by fiscal legislation of certain transactions, additional tax liabilities could arise in the event of
an inspection. In any case, the Company's Directors do not consider that any such liabilities that could arise would have a
significant effect on the annual accounts.
44
EDPR 2020 ANNUAL REPORT
A) Income tax
The Company files consolidated tax returns as part of the Group headed by EDP Energías de Portugal, S.A. Sucursal
en España.
A reconciliation of net income and expenses for the year with taxable income is as follows:
2020
INCOME STATEMENT
INCOME AND EXPENSE
RECOGNISED IN EQUITY
THOUSAND EUROS
INCREASES
DECREASES
NET
INCREASES
DECREASES
NET
TOTAL
Profit/(loss)
for the year
1,388,573
1,388,573
Corporate income tax
-27,500
-27,500
Profit before income
tax
1,361,073
1,361,073
PERMANENT DIFFERENCES
Individual company
1,492
-3,103
-1,611
-
-
-
-1,611
Consolidation
adjustments
-
-1,472,089
-1,472,089
-
-
-
-
1,472,089
TEMPORARY DIFFERENCES:
originating in current
year
originating in prior
years
-29,232
-29,232
-
-
-
-29,232
Taxable income
-141,859
-141,859
2019
INCOME STATEMENT
INCOME AND EXPENSE
RECOGNISED IN EQUITY
THOUSAND EUROS
INCREASES
DECREASES
NET
INCREASES
DECREASES
NET
TOTAL
Profit/(loss)
for the year
-8,789
-8,789
Corporate income tax
-33,417
-33,417
Profit before
income tax
-42,206
-42,206
PERMANENT DIFFERENCES
Individual company
73
-
-
-
-
-
73
Consolidation
adjustments
-
-99,111
-99,111
-
-
-
-99,111
TEMPORARY DIFFERENCES:
originating in current
year
originating in prior
years
-29,232
-29,232
-
-
-
-29,232
Taxable income
-170,476
-170,476
Decreases in permanent differences in 2020 mainly reflect dividends of Euros 836,704 thousand (Euros 94,154 thousand
in 2019) received from EDP Renewables Europe S.L.U., Euros 10,470 thousand from EDP Renováveis Servicios
Financieros S.A. (Euros 4,957 thousand in 2019), Euros 612,445 thousand from EDP Renewables North America, LLC and
Euros 12,470 thousand from EDP Renovaveis Brasil, S.A.
45
Decreases in temporary differences in 2020 and 2019 mainly reflect the tax amortisation of the financial goodwill of EDPR
NA (Euros 29,163 thousand) and the reversal of the amortisation limit (Euros 69 thousand).
The relationship between tax income and accounting profit for the year is as follows:
2020
THOUSAND EUROS
GAINS AND LOSSES
EQUITY
TOTAL
Profit/(loss) for the year before tax
1,361,073
-
1,361,073
Tax at 25%
340,268
-
340,268
Non-deductible expenses
Provisions
-403
-
-403
Non-taxable income
Dividends
-368,022
-
-368,022
Prior years' adjustments
657
-
657
Income tax expense/(income)
-27,500
-
-27,500
2019
THOUSAND EUROS
GAINS AND LOSSES
EQUITY
TOTAL
Profit/(loss) for the year before tax
-42,206
-
-42,206
Tax at 25%
-10,551
-
-10,551
Non-deductible expenses
Provisions
18
-
18
Non-taxable income
Dividends
-24,778
-
-24,778
Withholdings at source (dividends in Brazil)
1,894
-
1,894
Income tax expense/(income)
-33,417
-
-33,417
Details of income tax income are as follows:
THOUSAND EUROS
2020
2019
CURRENT TAX
Present year
-35,465
-42,619
Withholdings at source (dividends in Brazil)
-
1,892
Prior years' adjustments
-8,943
-
Total
-44,408
-40,727
DEFERRED TAX
Unrecognised tax credits carried forward
352
-
Expense for reduction in deferred tax assets
9,239
-
Tax amortisation of EDPR NA goodwill
7,291
7,291
Non-deductible amortisation
26
19
Total
16,908
7,310
Total
-27,500
-33,417
46
EDPR 2020 ANNUAL REPORT
Expense for reduction in deferred tax assets in 2020 comprises the tax credit adjustment relating to non-deductible finance
costs originating in prior years.
In 2020 ,the Company has adjusted capitalised tax credits amounting to Euros 1,408 thousand (Euros 352 thousand tax
paid) reflecting the best estimate of the Company's tax losses generated in prior years.
In 2019 the Company contributed tax credits to the tax group amounting to Euros 28,412 thousand (Euros 7,103 thousand
tax paid) during the 2018 tax settlement.
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
ASSETS
LIABILITIES
NET
THOUSAND EUROS
2020
2019
2020
2019
2020
2019
Tax loss carryforwards
21,413
21,765
-
-
21,413
21,765
Tax amortisation of EDPR NA goodwill
-
-
-65,717
-58,426
-65,717
-58,426
Non-deductible amortisation
92
118
-
-
92
118
Limited deductibility of finance costs under RD 12/2012
2,195
11,434
-
-
2,195
11,434
Total assets/liabilities
23,700
33,317
-65,717
-58,426
-42,017
-25,109
Movement in deferred tax assets and liabilities in 2020 and 2019 is as follows:
THOUSAND
EUROS
BALANCE
AT 31.12.18
ADDITIONS
DISPOSALS
BALANCE
AT 31.12.19
ADDITIONS
DISPOSALS
BALANCE
AT 31.12.20
ASSETS
Tax loss
carryforwards
28,868
-
-7,103
21,765
-
-352
21,413
Limited
deductibility
of finance costs
under RD
12/2012
11,434
-
-
11,434
-
-9,239
2,195
Non-deductible
amortisation
137
-
-19
118
-
-26
92
Total
40,439
-7,122
33,317
-
-9,617
23,700
LIABILITIES
Tax amortisation
of goodwill
-51,135
-7,291
-
-58,426
-
-7,291
-65,717
Total
-51,135
-7,291
-
-58,426
-
-7,291
-65,717
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months
are as follows:
THOUSAND EUROS
2020
2019
Tax loss carryforwards
21,413
21,765
Non-deductible amortisation
92
118
Tax amortisation of EDPR NA goodwill
-65,717
-58,426
Limited deductibility of finance costs under RD 12/2012
2,195
11,434
Net
-42,017
-25,109
47
20. Environmental information
Given that the Company's activities to develop, construct and operate energy production facilities are carried out through
Group companies rather than directly, the Company does not consider it necessary to make investments to prevent or
correct any impact on the environment or make any environmental provisions.
These annual accounts do not include any environmental costs.
The directors consider that no significant environmental contingencies exist.
21. Related party balances and transactions
A) Related party balances
Balances receivable from and payable to Group companies and related parties, including key management personnel and
directors, and the main details of these balances, are disclosed in notes 10 and 17 (a).
Details of balances by category are as follows:
2020
THOUSAND EUROS
PARENT
GROUP COMPANIES/
ASSOCIATES
TOTAL
Non-current investments in Group companies
-
8,315,368
8,315,368
Other financial assets
-
63
63
Derivatives
11,119
44,208
55,327
Total non-current assets
11,119
8,359,639
8,370,758
Trade and other receivables
470
114,688
115,158
Derivatives
44,466
-
44,466
Other financial assets
-
889
889
Cash
-
1,508,824
1,508,824
Total current assets
44,936
1,624,401
1,669,337
Total assets
56,055
9,984,040
10,040,095
Non-current debt (derivatives)
12,014
-
12,014
Non-current debt with Group companies
-
2,447,620
2,447,620
Total non-current liabilities
12,014
2,447,620
2,459,634
Current debt (derivatives)
2,395
-
2,395
Current debt with Group companies
353
161,762
162,115
Trade and other payables
10,134
1,582
11,716
Total current liabilities
12,882
163,344
176,226
Total liabilities
24,896
2,610,964
2,635,860
48
EDPR 2020 ANNUAL REPORT
2019
THOUSAND EUROS
PARENT
GROUP COMPANIES
TOTAL
Non-current investments in Group companies
-
7,548,533
7,548,533
Other financial assets
-
9,724
9,724
Derivatives
3,352
-
3,352
Total non-current assets
3,352
7,558,257
7,561,609
Trade and other receivables
43,478
31,198
74,676
Cash
-
175,761
175,761
Total current assets
43,478
206,959
250,437
Total assets
46,830
7,765,216
7,812,046
Non-current debt (derivatives)
1,676
119,244
120,920
Non-current debt with Group companies
-
1,241,257
1,241,257
Total non-current liabilities
1,676
1,360,501
1,362,177
Current debt with Group companies
50
390,439
390,439
Trade and other payables
4,718
1,131
5,849
Total current liabilities
4,768
391,570
396,338
Total liabilities
6,444
1,752,071
1,758,515
At 31 December 2020 and 2019 all derivative financial instruments held by the Company have been arranged with Group
companies.
B) Related party transactions
The Company's transactions with related parties, at market value, are as follows:
2020
THOUSAND EUROS
PARENT
GROUP COMPANIES/
ASSOCIATES
DIRECTORS
TOTAL
INCOME
Other services rendered (note 22a)
-
52,020
-
52,020
Other income
-
600
-
600
Dividends (notes 9 and 22a)
-
1,472,089
-
1,472,089
Finance income (note 9)
-
855
-
855
Total
-
1,525,564
-
1,525,564
EXPENSES
Operating lease expenses
and royalties
-875
-
-
-875
Other services received
-11,685
-1,624
-
-13,309
Salaries
-
-
-569
-569
Finance cost (note 15)
-12,835
-100,079
-
-112,914
Change in fair value of financial
instruments (note 10)
-2,756
-
-
-2,756
Total
-28,151
-101,703
-569
-130,423
49
2019
THOUSAND EUROS
PARENT
GROUP
COMPANIES/
DIRECTORS
TOTAL
INCOME
Other services rendered (note 22a)
-
49,298
-
49,298
Other income
470
490
-
960
Dividends (notes 9 and 22a)
-
111,736
-
111,736
Finance income (note 9)
-
241
-
241
Change in fair value of financial instruments
(note 11)
904
-
-
904
Impairment and proceeds on disposal of
financial instruments (note 11)
171
-
-
171
Total
1,545
161,765
-
163,310
EXPENSES
Operating lease expenses
and royalties
-716
-
-
-716
Other services received
-9,202
-1,739
-
-10,941
Salaries
-
-
-606
-606
Finance cost (note 15)
-4,325
-152,484
-
-156,809
Total
-14,243
-154,223
-606
-169,072
Other services rendered basically derive from two management support service contracts arranged with EDP Renewables
Europe S.L.U and EDP Renewables North America, LLC in 2013.
Dividends reflect dividends received from EDP Renewables Europe S.L.U., EDP Renováveis Servicios Financieros, S.A.,
EDP Renováveis Brasil S.A. And EDP Renewables North America LLC.
Operating lease expenses and royalties essentially reflect the lease payments for the Company's offices.
Other services received comprise various management services, specifically for the loan of personnel and other items.
All transactions with related parties take place on an arm’s length basis.
C) Information on the company's directors and executive committee
In 2020 the Directors of the Company have accrued remuneration of Euros 569 thousand (Euros 606 thousand in 2019) in
respect of their position as Directors.
On 4 May 2011 an executive management services contract was entered into between EDP Energías de Portugal, S.A.
and the Company, effective from 18 March 2011. This contract stipulates the conditions under which EDP Energías de
Portugal, S.A. renders executive management services to the Company, including matters relating to its day-to-day
administration. By virtue of this contract, EDP Energías de Portugal, S.A. appoints three members of the Company's
executive committee, for which the Company pays an amount determined by the remuneration committee.
Pursuant to this contract, the Company has recognised payments for management services provided totalling
Euros 1,095 thousand in 2020 and Euros 854 thousand in 2019 (fixed and variable remuneration) as other services,
under external services in the accompanying income statement.
The retirement savings plan for the members of the Executive Committee not including the Chief Executive Officer range
between 3% to 6% of their annual salary.
50
EDPR 2020 ANNUAL REPORT
In the case of Executive Committee members who are also Directors (Duarte Melo de Castro Bello, Head of Operations in
Europe and Brazil, Miguel Ángel Prado Balboa, Head of Operations in North America, João Paulo Costeira, Head of
Offshore Operations and Head of Digital Strategy up until February 2019 and Spyridon Martinis, Head of Offshore and
Development since March 2019), some employment contracts were signed with EDP Renewables North America, LLC
(Miguel Ángel Prado Balboa) and with EDP Energías de Portugal SA Sucursal en España (Duarte Melo de Castro Bello,
João Paulo Costeira, up until February 2019 and Spyridon Martinis since March 2019), with the former receiving monetary
remuneration of Dollars 913 thousand (Dollars 581 thousand in 2019) and the latter receiving monetary remuneration of
Euros 784 thousand in 2020 (Euros 534 thousand in 2019), which has been invoiced to the Company by EDP Energías de
Portugal, S.A. Sucursal en España for the executive functions they perform in the Company. No significant non-monetary
remuneration was paid in 2020 or 2019. Pension plan contributions made on behalf of members of the executive committee
(except
for the managing director) range from 3% to 6% of their annual salary.
Additionally, the above members received the following non-monetary benefits: retirement savings plan (as described
above), company car and Health Insurance. In 2020, the non-monetary benefits amounted to 268 thousand Euros.
Further, in application of a deferral policy, in 2020 an amount of 84 thousand Euros was paid to Miguel Amaro (former
Executive CFO of the Group), for the services rendered in 2016-2017.
The directors and executive committee have not received any loans or advances nor has the Company extended any
guarantees on their behalf.
The Company has a civil liability insurance policy that covers its directors. In 2020, an expense of Euros 55 thousand
(Euros 27 thousand in 2019) has been recorded.
The Company reported the changes approved by the Board of Directors relating to its composition on 19 January 2021
(see Note 26).
D) Transactions other than ordinary business or under terms differing from market
conditions carried out by the directors of the Company.
In 2020 and 2019 the directors of the Company have not carried out any transactions other than ordinary business with the
Company or applied terms that differ from market conditions.
E) Investments and positions held by directors
The directors of the Company and their related parties have had no conflicts of interest requiring disclosure in accordance
with article 229 of the Revised Spanish Companies Act.
22. Income and expense
A) Revenues
Details of revenues by category of activity and geographical market are as follows:
DOMESTIC
REST OF
EUROPE
NORTH
AMERICA
SOUTH
AMERICA
TOTAL
THOUSAND
EUROS
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
Other services
36,256
28,808
6,462
12,384
6,975
7,722
2,327
697
52,020
49,611
Dividends
847,174
99,111
-
-
612,445
-
12,470
12,625
1,472,089
111,736
Finance income
479
-
376
-
-
-
-
-
855
-
Total
883,909
127,919
6,838
12,384
619,420
7,722
14,797
13,322
1,524,964
161,347
51
B) Foreign currency transactions
Details of income and expenses denominated in foreign currencies are as follows:
THOUSAND EUROS
2020
2019
INCOME
Revenues
59
-
EXPENSES
Finance cost
-21,405
-45,397
Total
-21,346
-45,397
The Company's main foreign currency transactions are carried out in US Dollars.
C) Employee benefits expense
Details of the employee benefits expense are as follows:
THOUSAND EUROS
2020
2019
EMPLOYEE BENEFITS EXPENSE
Social Security payable by the company
4,125
3,316
Other employee benefits expense
881
1,574
Total
5,006
4,890
D) External services
Details of external services are as follows:
THOUSAND EUROS
2020
2019
Leases
1,305
891
Independent professional services
7,606
3,369
Advertising and publicity
730
805
Other services
16,835
15,676
Total
26,476
20,741
Leases mainly reflect the rental of the Company's offices. There are no non-cancellable payments at 31 December 2020
and 2019.
Other services primarily comprise management support, communications and maintenance expenses, as well as travel
costs.
At 31 December 2020 the Company has commitments to purchase external services amounting to Euros 6,802 thousand
within one year (Euros 5,091 thousand in 2019). Furthermore, in 2020 the Company has no commitments to purchase
external services from one to five years (Euros 589 thousand in 2019).
52
EDPR 2020 ANNUAL REPORT
23. Employee information
The average headcount of the Company in 2020 and 2019, distributed by category, is as follows:
NUMBER
2020
2019
Executives
57
50
Managers
28
22
Specialists
198
152
Technicians
5
5
Total
288
229
At year end the distribution by gender of Company personnel is as follows:
2020
2019
NUMBER
MALE
FEMALE
MALE
FEMALE
Executives
39
19
31
20
Managers
22
10
19
7
Specialists
122
91
89
88
Technicians
1
5
1
3
Total
184
125
140
118
Moreover, regarding to Board of Directors, as of December 31, 2020, it is composed of twelve men, two women and there
is a vacancy (twelve men and three women in 2019).
The Company does not have employees with disabilities equal to or greater than 33% during 2020 and 2019.
However, the Company outsources certain services to companies that hold exemption certificates.
24. Audit fees
PricewaterhouseCoopers Auditores, S.L. (PwC) was appointed as external auditor of the EDPR Group for 2018, 2019 and
2020 by shareholders at the annual general meeting held on 3 April 2018. Details of the fees for professional services
accrued by this company for the year ended 31 December 2020 and 2019 are as follows:
THOUSAND EUROS
2020
2019
Audit services, individual and consolidated annual accounts
309
194
Audit-related services (1)
24
24
Review services for internal control over financial reporting
40
40
Other services (2)
85
35
Total services invoiced by PricewaterhouseCoopers Auditores, S.L.
458
293
Total
458
293
(1) Audit-related services include six-monthly limited reviews.
(2) Other services includes the non-financial information assurance report for EDP Renovavéis Group, and the financial information review reports for the
Company’s main shareholder.
25. Commitments
At 31 December 2020 the Company has deposited guarantees on behalf of Group companies amounting to Euros 2,535
million (Euros 1,982 million in 2019), including guarantees of US Dollars 1,534 million (US Dollars 1,473 million in 2019).
The Company's directors do not expect any significant liabilities to arise from these guarantees.
53
26. Events after the reporting period
The following are the most relevant subsequent events from the first months of 2021 until the publication of this report:
EDPR informs about PPA contracts secured for two solar projects in the US
Madrid, January 4
th
2021: EDP Renováveis, SA (“EDPR”), through its fully owned subsidiary EDP
Renewables North
America LLC, has closed two 15-
year Power Purchase Agreement (“PPA”) to sell the energy produced by two solar PV
plants totalling 275 MW. In detail, the projects located in the US states of Mississippi and Indiana are expected to
commence operations in 2023.
With this new agreement, EDPR reached globally 2.0 GW of total solar PV capacity secured for the 2020-2023 period.
EDPR informs about agreement to acquire 85% of a distributed solar platform in the US
Madrid, January 18
th
2021: EDP Reno
váveis, SA (“EDPR”), through its fully owned subsidiary EDP Renewables North
America, LLC ("EDPR NA"), has entered into an agreement to acquire a majority interest in C2 Omega LLC ("C2 Omega"),
the distributed solar platform of C2 Energy Capital LLC (“C2”)
.
In detail, EDPR will acquire an 85% equity stake in a solar generation portfolio that includes 89 MW of operating and
imminent completion capacity and a near-term pipeline of around 120 MW, across nearly 200 sites in 16 states.
EDPR’s
investment in C2’s
distributed solar platform business corresponds to an enterprise value of approximately $119m for the
acquisition of the operating capacity (89 MW). The transaction will also include certain earn-out payments based on the
growth in future operational capacity. C2's management team will continue to be engaged in the day-to-day operations of
the business.
The transaction will establish EDPR’s presence in the fast
-growing distributed generation segments as an owner-operator of
one of the largest commercial and industrial distributed generation portfolios in the US, and will enable EDPR to serve a
rapidly growing market and offer to its customers a range of new services and solutions to meet their renewable energy
needs. The completion of this transaction is subject to customary conditions precedent, and closing is expected to occur in
the first quarter of 2021.
EDP Renováveis informs about changes in Corporate Bodies
Madrid, January 19
th
2021: EDP Renováveis, S.A. ("EDPR") informs about a resolution approved by EDPR´s Board of
Directors: After the public communication of António Mexia and João Manso Neto about their no availability to be re-elected
for their positions in EDP and following the appointment by E
DP’s shareholders of a new Executive Board of Directors team
at EDP, and taking in consideration that both informed that they will put their positions at the disposal of the Board, the
Board of EDPR has agreed to cease António Mexia as Chairman of EDPR´s Board, and João Manso as Vice-Chairman of
EDPR´s Board and CEO of EDPR. EDPR would like to thank António Mexia and João Manso Neto for their enormous
dedication and contribution to the company, for the definition and implementation of a sustainable growth strategy, that
brought EDPR to be a leader in the renewables’ sector, clearly and greatly valued by the company’s stakeholders.
In addition, EDPR informs that has received the following resignations as members of EDPR’s Board of Directors: Francisca
Oliveira, with effect from December 30
th
2020 (was also member of EDPR’s Audit, Control and Related Party Transactions
Committee); Duarte Bello, with effect from January 19
th
2021 (was also member of the Executive Committee); Spyridon
Martinis, with effect from January 19
th
2021 (was also member of the Executive Committee); Miguel Ángel Prado, with effect
from the next General Shareholders Meeting (was also member of the Executive Committee).
To fulfil the vacant positions, EDPR’s Board has co
-opted: Miguel Stilwell de Andrade, as Executive Director; Ana Paula
Marques, as Non-executive Director; Joan Avalin Dempsey, as Non-executive and Independent Director.
Furthermore, EDPR’s Board has appointed Miguel Stilwell de Andrade as Chairman of EDPR´s Board and CEO of ED
PR
and Rui Teixeira, currently EDPR’s Executive Director and
Consejero Delegado
, as CFO of the Company.
54
EDPR 2020 ANNUAL REPORT
To better maximize EDPR’s Board participation in the management of the Company, the Board has decided to eliminate the
Executive Committee body, which included up to now Executive Board members of the company, whose executive staff will
now be integrated in a Management Team composed by: Miguel Stilwell de Andrade, CEO; Rui Teixeira, CFO; Duarte
Bello, COO Europe and Brazil; Miguel Ángel Prado, COO North America; Spyridon Martinis, CDO & COO Offshore.
To cover the vacant position in the EDPR’s Audit, Control and Related
-Party Transactions Committee, following the
resignation from Francisca Oliveira, EDPR´s Board of Directors has agreed to name Francisco Seixas da Costa as member
of such Committee. Following this appointment, EDPR’s Audit, Control and Related
-Party Transactions Committee is
composed by: Acácio Jaime Liberado Mota Piloto (Chairman); António do Pranto Nogueira Leite; Francisco Seixas da
Costa. With this resolution, EDPR’s Audit, Control and Related
-Party Transactions Committee continues to be composed
only by independent members.
Lastly, the Board of Directors has agreed that a General Shareholders’ Meeting will be summoned fo
r the February 22
nd
with the following agenda: Ratification of co-opted Directors; Deliberate on the termination of members of the Board of
Directors; Establishment of the number of Board Members in 12; Amendment to the By-Laws to eliminate the role of the
Chairman of the Shareholders’ Meeting, and allow the Shareholders Meeting to be chaired by the Board of Directors
Chairman; Delegation of powers.
EDP Renováveis, S.A. informs about Spanish and Italian renewable energy auctions
Madrid, January 27
th
2021: EDP Renováveis, S.A. (“EDPR”) was awarded long
-term Contract-for-
Differences (“CfDs”) at the
Spanish & Italian renewable energy auctions to sell electricity. In detail, at the Spanish auction, a portfolio of 6 projects of
wind and solar, including hybrid projects, with a total capacity of 143 MW have been awarded. The projects are expected to
become operational in 2022 and 2023. These new long-
term contracts reinforce EDPR’s footprint in Spain with 2.3 GW in
operation and close to 0.4 GW already secured in the country for the following years. At the Italian auction, a wind project of
44 MW and expected to become operational in 2022 has also been awarded. In Italy, EDPR has 271 MW already
operational and more than 0.2 GW secured for the coming years.
As of today, EDPR has globally secured 6.7 GW for projects expected to become operational from 2021 onwards.
EDPR enters Hungarian market with a 50 MW solar PV project
Madrid, February 12
th
2021: EDP Renováveis, SA (“EDPR”) secured a 15
-year Contract-for-Difference ("CfD") to sell energy
produced by a solar PV project in Hungary totalling 50 MW and with expected commercial operation in 2022. With this
project, EDPR increases its worldwide footprint by entering in a new market with a sustainable development of its
Renewable Energy Source.
Hungary expects to increase its solar PV capacity to 6.5 GW by 2030, mostly through an auction-based regulatory
framework.
As part of its growth strategy, EDPR continues to study worldwide opportunities while developing profitable projects focused
in countries with low risk profile and regulatory stability. EDPR's success in securing new long-term contracts reinforces its
low-risk profile and growth strategy based on the development of competitive projects with long-term visibility.
EDPR approved its new Strategic Plan for the 2021-2025 period
At the end of February, EDPR approved its new Strategic Plan for the 2021-2025 period and the main three pillars are as
follows: Growth: accelerated and selective growth with +20 GW of additions for 2021-2025; Value: on going asset rotation
with €8bn of proceeds for the period
; Excellence: high quality teams and efficient operations targeting a Core Opex/MW
CARG 2021-2025 of -2%. The strategy is set to deliver superior growth through 2025 promoting clean energy while
operating in a sustainable way across the three ESG dimensions.
By 2025, EDPR targets to have 25 GW of installed capacity, €2.3bn of EBITDA and €0.8bn of net income
55
EDPR Extraordinary General Shareholders' Meeting
Madrid, February 22
th
2021: EDP Renováveis, S.A. (“EDPR”) informs that at the
Extraordinary General Shareholders'
Meeting held today, Shareholders have adopted the following resolutions:
•
Board of Directors: ratification of appointments of Directors by co-optation.
•
Ratification of the appointment by co-option as Executive Director of Mr. Miguel Stilwell de Andrade.
•
Ratification of the appointment by co-option as Dominical Director Mrs. Ana Paula Garrido de Pina Marques.
•
Ratification of the appointment by co-option as Independent Director of Mrs. Joan Avalyn Dempsey.
•
Board of Directors: dismissal (
separación
) of Directors.
•
Dismiss (
separar
) Mr. António Luis Guerra Nunes Mexia of his position as Dominical Director.
•
Dismiss (
separar
) Mr. João Manuel Manso Neto of his position as Executive Director.
•
Adjustment of the number of Members of the Board in twelve (12).
•
Amendment of articles 12 (“Notice of General Meetings”) and 16 (“Chairman of the General Meetings”) of Articles of
Association.
•
Delegation of powers to the formalisation and implementation of all resolutions adopted at the Extraordinary General
Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or
development in order to obtain the appropriate registrations.
All information and documentation of the Extraordinary General Shareholders’ Meeting
is also available in the Company´s
website.
56
EDPR 2020 ANNUAL REPORT
Annex I
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
EDP Renovaveis, S.A.
Details of investments in Group companies as at 31 December 2020
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
EDP Renewables
EUROPE, S.L.U.*
Spain
100%
-
PWC
Holding
249,499
1,613,267
-
639,587
639,587
2,502,353
EDP Renovables
España, S.L.U.*
Spain
-
100%
PWC
Holding,
construction
and wind
energy
production
46,128
382,565
313
255,819
255,819
684,825
EDPR Polska,
Sp.z.o.o.
Poland
-
100%
PWC
Holding and
wind energy
production
94,272
83,358
107
2,604
2,604
180,341
EDPR International
Investmets, B.V.
Netherlands
-
100%
PWC
Holding
20
-27,259
-
30,531
30,531
3,293
EDPR France
Holding SAS
France
-
100%
PWC
Holding
19,900
37,926
-
-6,764
-6,764
51,063
EDP Renewables
SGPS,SA
Portugal
-
100%
PWC
Holding
50
116,930
-
9,848
9,848
126,828
EDP Renewables
Belgium,S.A
Belgium
0.17%
99.83%
PWC
Holding
287
403
-
-99
-99
590
EDPR
Portugal , S.A.
Portugal
-
51%
PWC
Holding and
wind energy
production
7,500
97,075
4,074
46,341
46341
154,990
EDPR PT-Promocao
e Operacao,S.A
Portugal
-
100%
PWC
Wind: Wind
farm
development
58
6,903
788
-1,390
-1,390
5,571
Cernavoda
Power,S.A
Romania
0.01%
99.99%
PWC
Wind energy
production
68,939
-14,683
-
3,566
3,566
57,822
VS
Wind Farm S.A.
Romania
0.01%
99.99%
PWC
Wind energy
production
44,394
2,238
-
2,761
2,761
49,392
Pestera Wind Farm,
S.A.
Romania
0.01%
99.99%
PWC
Wind energy
production
55,439
-15,698
-
2,451
2,451
42,192
EDPR Romania,
S.R.L.
Romania
0.01%
99.99%
PWC
Wind energy
production
222,119
54,448
-
11,182
11,182
287,749x
Sibioara Wind
Farm,S.r.L
Romania
0.01%
99.99%
PWC
Wind energy
production
16,819
-10,407
-
-25
-25
6,388
EDP Renowables
Italia,S.r.l
Italy
-
51%
PWC
Holding and
wind energy
production
34,439
15,812
-
11,225
11,225
61,477
EDP Renovaveis
Servicios
Financieros.
S.A*
Spain
70.01%
29.99%
PWC
Other
economic
activities
84,691
321,750
-
10,687
10,687
417,128
Parque Eólico Santa
Quiteria, S.L.
Spain
-
84%
PWC
Wind energy
production
63
14,019
-
620
620
14,702
Eólica La Janda,
S.l.U*
Spain
-
100%
PWC
Wind energy
production
4,525
10,802
-
10,506
10,506
25,833
Eólica Fontesilva,
S.L.U*
Spain
-
100%
PWC
Wind energy
production
6,860
8,664
-
1,055
1,055
16,579
EDPR Yield S.A.U*
Spain
-
100%
PWC
Wind energy
production
99,405
59,272
-
29,740
29,740
188,418
Parque Eólico Altos
del Voltoya S.A.*
Spain
-
93%
PWC
Wind energy
production
6,434
12,207
-
195
195
18,836
Eólica La Brújula,
S.A.U
Spain
-
100%
PWC
Wind energy
production
3,294
16,095
-
2,852
2,852
22,241
Eólica
Arlanzón S.A.
Spain
-
85%
PWC
Wind energy
production
4,509
8,365
-
414
414
13,289
Eolica Campollano
S.A.
Spain
-
75%
PWC
Wind energy
production
6,560
20,959
-
2,512
2,512
30.031
Parque
Eólico La Sotonera
S.L.
Spain
-
70%
PWC
Wind energy
production
2,000
5,958
-
427
427
8,385
Viesgo Europa,S.L.U
Spain
-
100%
PWC
Wind energy
production
1,000
2,453
-
-
-
3,453
57
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Viesgo
Renovables,S.L.U
Spain
-
100%
PWC
Wind energy
production
12,770
179,357
-
-
-
192,126
Viesgo
Mantenimiento,S.L.U
Spain
-
100%
PWC
Wind energy
production
3
923
-
-
-
926
Northeolic Monte
Buño, S.L
Spain
-
75%
PWC
Wind energy
production
4
-155
-
-
-
-151
Compañia Eolica
Aragonesa S.A
Spain
-
100%
PWC
Wind energy
production
6,701
34,564
-
-
-
41,265
Parque Eólico de
Abrazadilla, S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-1
-
-2
-2
0
Korsze Wind
Farm,SP.z.o.o
Poland
-
51%
PWC
Wind energy
production
8,420
14,829
-
6,283
6,283
29,532
Radzeijów wind farm
SP.z.o.o
Poland
-
51%
PWC
Wind energy
production
5,982
-3,738
-
-144
-144
2,100
Energiaki Arvanikou
E.P.E
Greece
0.01%
99.99%
Unaudited
Wind energy
production
13,222
860
-
-825
-825
13,258
Wind Park
Aerorrachi M.A.E
Greece
-
100%
Unaudited
Wind energy
production
310
735
-
-1,061
-1,061
-16
Edpr Hellas 1 M.A.E
Greece
-
100%
Unaudited
Wind energy
production
1,205
388
-
-155
-155
1,438
Edpr Hellas 2 M.A.E
Greece
-
100%
Unaudited
Wind energy
production
410
1,428
-
-173
-173
1,665
Wind Shape,Ltd
Greece
-
100%
Unaudited
Wind energy
production
18
-52
-
-
-
-34
Aioliko Parko
Fthiotidos Erimia
E.P.E
Greece
0.67
99.33%
Unaudited
Wind energy
production
35
261
-
-158
-158
138
Wincap S.R.L
Italy
-
100%
PWC
Wind energy
production
2,550
4,990
-
870
870
8,411
Renovables Castilla
La Mancha, S.A.
Spain
-
90%
PWC
Wind energy
production
60
4,662
-
1,609
1,609
6,332
Monts de la
Madeleine
Energie,SA.S
France
-
100%
PWC
Wind energy
production
37
-22
-
-10
-10
5
Monts du Forez
Energie,SAS
France
-
100%
PWC
Wind energy
production
37
-69
-
-8
-8
-40
Sarve,S.R.L
Italy
-
51%
Unaudited
Wind energy
production
10
84
-
-243
-243
149
Bourbriac II SAS
France
-
100%
PWC
Wind energy
production
1
-29
-
-6
-6
-34
Molen Wind II
sp.Z.o.o
Poland
-
51%
PWC
Wind energy
production
3
10,367
210
2,093
2,093
12,672
Breva Wind S.R.L
Italy
-
100%
PWC
Wind energy
production
7,100
-824
-
-330
-330
5,946
Acampo
Arias, SL*
Spain
-
95%
PWC
Wind energy
production
3,314
3,200
-
609
609
7,123
Relax Wind Park III,
Sp.z.o.o.
Poland
-
51%
PWC
Wind energy
production
12,916
1,648
59
1,207
1,207
15,830
Relax Wind Park I,
Sp.z.o.o.
Poland
-
51%
PWC
Wind energy
production
10,085
7,308
3,125
5,811
5,811
26,330
Parque Eólico Los
Cantales, S.L.U.*
Spain
-
100%
PWC
Wind energy
production
1,963
1,363
-
1,061
1,061
4,387
Gudziki Wind
Farm,sp.z.o.o
Poland
-
51%
Unaudited
Wind energy
production
1
-3
-
-20
-20
-22
EW Dobrzyca, sp
z.o.o
Poland
-
100%
Unaudited
Wind energy
production
146
6,833
50
-489
-489
6,541
Ujazd, So.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1,007
-825
8
-234
-234
-44
Winfan,Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
4
162
2
-81
-81
88
Kowalewo Wind.Sp
z.o.o
Poland
-
100%
Unaudited
Wind energy
production
19
485
4
-179
-179
329
EWP European
Wind Power
Krasin,Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1,558
-104
31
-287
-287
1,198
Nowa Energia 1
Sp,z.o.o
Poland
-
100%
Unaudited
Wind energy
production
18
333
9
-629
-629
-268
Farma Wiatrowa
Bogoria,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
519
1,894
14
-292
-292
2,135
Lichnowy
Windfarm,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
188
983
18
-8
-8
1,181
Edpr Polska
Solar,Sp.z.o.o.
Poland
-
100%
Unaudited
Wind energy
production
1
-87
-
-113
-113
-2
58
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
La Plaine De
Nouaille,S.A.S
France
-
100%
PWC
Wind energy
production
8
-24
-
-6
-6
-23
Le Chemin
de Saint
Druon,S.A.S
France
-
100%
PWC
Wind energy
production
92
-14
-
-4
-4
73
Parc Eolien des
Longs Champs,
S.A.R.L
France
-
100%
PWC
Wind energy
production
1,201
86
-
486
486
1,773
Parc Eolien
de Mancheville,
S.A.R.L
France
-
100%
PWC
Wind energy
production
1
145
-
189
189
336
Parc Eolien
de La Hetroye, SAS
France
-
100%
PWC
Wind energy
production
37
-56
-
-4
-4
-23
Parc Eolien
Louvieres,S.A.R.L
France
-
100%
Unaudited
Wind energy
production
1
-68
-
185
185
119
Parc Eolien de
Dionay,S.A.A
France
-
100%
PWC
Wind energy
production
37
-78
-
-5
-5
-46
Parc Éolien
d´Entrains-sur-
Nohain,S.A.S
France
-
90%
PWC
Wind energy
production
451
-17
-
-5
-5
429
Parc Éolien de
Marchéville,S.A.S
France
-
100%
PWC
Wind energy
production
1
-126
-
497
497
372
Le Chemin deLa
Corvée,S.A.S
France
-
100%
PWC
Wind energy
production
123
-61
-
-2
-2
60
Eólica de Serra das
Alturas,S.A
Portugal
-
25.55%
PWC
Wind energy
production
50
6,309
-
1,395
1,395
7,754
Malhadizes- Energia
Eólica, SA
Portugal
-
51%
PWC
Wind energy
production
50
7,657
-
2,255
2,255
9,962
Eólica de
Montenegrelo, LDA
Portugal
-
25.55%
PWC
Wind energy
production
50
9,760
-
2,388
2,388
12,198
Eólica
da Alagoa,SA
Portugal
-
30.60%
PWC
Wind energy
production
50
3,297
564
1,542
1,542
5,454
Fotovoltaica Lott
A,S.A
Portugal
-
100%
PWC
Wind energy
production
50
-22
-
-24
-24
4
Aplica.Indust
de Energias limpias
S.L
Spain
-
62%
Unaudited
Wind energy
production
131
855
-
393
393
1,379
Aprofitament
D´Energies
Renovables
de la Tierra
Alta S.A
Spain
-
28.35%
Unaudited
Wind energy
production
1,994
-1,966
-
-2
-2
27
Parc Eólic Serra
Voltorera S.l.U
Spain
-
100%
PWC
Wind energy
production
3,458
6,806
-
846
846
11,110
Elektrownia
Wiatrowa Kresy I sp
zoo
Poland
-
51%
PWC
Wind energy
production
15
68,709
665
6,259
6,259
75,648
Edpr Villla
Galla,S.R.L
Italy
-
51%
PWC
Wind energy
production
9,000
51,208
-
7,515
7,515
67,723
Desarrollos Eólicos
de Teruel SL
Spain
-
51%
Unaudited
Wind energy
production
60
-
-
-
-
60
Custolito,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
35
-
-10
-10
35
Edpr Sicilia PV,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
-3
-
-9
-9
-2
Edpr Sicilia
Wind,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
-3
-
-28
-28
-20
Tebar
Eólica, S.A.U.*
Spain
-
100%
PWC
Wind energy
production
4,720
2,561
-
2,515
2,515
9,796
Edpr
Terral S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-1
-
-
-
2
Edpr
Suvan, S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-1
-
-
-
2
Masovia Wind Farm
I s.p. zo.o.
Poland
-
100%
PWC
Wind energy
production
273
-222
-
-43
-43
8
Farma
wiaStarozbery
Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
101
212
-
-14
-14
300
Karpacka Mala
Energetyka,Sp.z.o.o
Poland
-
85%
Unaudited
Wind energy
production
11
-392
-
-33
-33
-413
Edpr Italia
holding,S.r.l
Italy
-
100%
PWC
Wind energy
production
347
53,221
-
-3,936
-3,396
49,632
Re plus
–
Societa ´a
Responsabilita
´limitada
Italy
-
100%
Unaudited
Wind energy
production
100
30
-
-30
-30
100
59
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Iberia Aprove-
chamientos Eólicos,
S.A.U.*
Spain
-
94%
PWC
Wind energy
production
1,919
3,228
-
268
268
5,415
Parc Éolien de
boqueho-Pouagat
SAS
France
-
100%
PWC
Wind energy
production
1
1,100
-
598
598
1,699
Parc éolien
des 7 Domaines,
S.A.S
France
-
100%
PWC
Photovoltaic
energy
production
5
-15
-
-15
-15
-25
EDPR PT - Parques
Eólicos, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
43,925
-
1,141
1,141
45,116
Eólica do Alto da
Lagoa, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
11,136
-298
1,275
1,275
12,163
Eólica das Serras
das Beiras, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
33,248
-1,899
5,248
5,248
36,647
Eólica da Coutada,
S.A.
Portugal
-
51%
PWC
Wind energy
production
50
45,812
-2,021
8,085
8,085
51,926
Eólica do Espigão,
S.A.
Portugal
-
51%
PWC
Wind energy
production
50
13,141
-206
1,799
1,799
14,784
Eólica do Sincelo,
S.A.
Portugal
-
100%
PWC
Wind energy
production
150
3,634
-
886
886
4,671
Eólica da Linha, S.A.
Portugal
-
100%
PWC
Wind energy
production
100
643
-673
5,129
5,129
5,199
Eólica do Alto do
Mourisco, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
7,718
-251
1,661
1,661
9,178
Eólica dos Altos dos
Salgueiros-Guilhado,
S.A.
Portugal
-
51%
PWC
Wind energy
production
50
3,328
-95
712
712
3,995
Eólica do Alto da
Teixosa, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
8,953
-446
1,620
1,620
10,178
Eólica da Terra do
Mato, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
10,234
-570
1,682
1,682
11,396
5 Parque Eólico do
Planato,S.A
Portugal
-
90%
PWC
Wind energy
production
60
30,533
-
-
-
30,593
IE2 Portugal,
SGPS, S.A
Portugal
-
100%
PWC
Wind energy
production
331
1,243
-
-
-
1,574
S.E.E,Sul Energia
Eólica,S.A
Portugal
-
100%
PWC
Wind energy
production
150
5,767
-
-
-
5,917
Eoliser-Servicos de
Gestao para
Parques Eólicos,Lda
Portugal
-
100%
PWC
Wind energy
production
264
529
-
-
-
793
TACA Wind, S.r.l.
Italy
-
100%
PWC
Wind energy
production
1,160
5,639
-
392
392
7,191
Vientos de Coahuila,
S.A. de C.V.
Mexico
0.01%
99.99%
Unaudited
Wind energy
production
2,039
-189
-9
-241
-241
1,493
Eólica de Coahuila,
S.A. de C.V.
Mexico
-
51%
PWC
Wind energy
production
5,859
15,752
-2,372
20,362
20,362
39,601
Parque Solar Los
Cuervos,S de R.L
de C.V
Mexico
99%
-
Unaudited
Wind energy
production
4,274
18
-
-602
-602
3,689
Parc Éolien de
Flavin,S.A.S
France
-
100%
PWC
Wind energy
production
2,501
1,013
-
277
277
3,791
Parc Éolien de
Prouville,
S.A.S
France
-
100%
PWC
Wind energy
production
1
-21
-
-10
-10
-30
Vaudrimesnil
Energie, S.A.R.L
France
-
100%
Unaudited
Wind energy
production
7
3
-
-10
-10
-
Vanosc
Energie,S.A.S
France
-
100%
Unaudited
Wind energy
production
1
-
-
-1
-1
-
Transition Euroise
Roman II, S.A.S
France
-
85%
Unaudited
Wind energy
production
603
-
-
-5
-5
598
Parc Éolien de la
Champagne
Berrichonne,
S.A.R.L
France
-
100%
PWC
Wind energy
production
4
1,734
-
502
502
2,240
Parc Éolien de
Paudy, S.A.S.
France
-
100%
PWC
Wind energy
production
3,537
697
-
1,087
1,087
5,321
Parc Éolien
de la Cote du
Cerisat,S.A.S
France
-
100%
Ernest&Yo
ung
Wind energy
production
27
-109
-
910
910
829
Tivano,S.R.L
Italy
-
75%
PWC
Wind energy
production
100
1,942
-
604
604
2,646
60
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
San Mauro, S.R.L
Italy
-
75%
PWC
Wind energy
production
70
2,972
-
-51
-51
2,991
Conza Energia,S.R.L
Italy
-
100%
PWC
Wind energy
production
456
3,592
-
940
940
4,988
Energia Emissioni
Zero 4,S.r.l
Italy
-
60%
PWC
Wind energy
production
10
88
-
-41
-41
57
Aliseo,S.r.l
Italy
-
65%
PWC
Wind energy
production
500
-30
-
-11
-11
459
VRG Wind 153,S.r.l
Italy
-
80%
Unaudited
Wind energy
production
10
448
-
-3
-3
455
Wind Energy San
Giorgio, S.r.l
Italy
-
60%
Unaudited
Wind energy
production
20
715
-
-2
-2
733
Giglio,S.r.l
Italy
-
60%
Unaudited
Wind energy
production
20
1,206
-
-2
-2
1,224
AW 2,S.r.l
Italy
-
75%
PWC
Wind energy
production
100
3,699
-
613
613
4,411
Lucus Power,S.r.l
Italy
-
100%
PWC
Wind energy
production
10
4,457
-
666
666
5,133
T Power,
S.p.A
Italy
-
100%
Baker.
T.R
Wind energy
production
1,000
1,865
-
-648
-648
2,217
Miramit Investments,
Sp.z.o.o.
Poland
-
100%
Unaudited
Wind energy
production
12
167
-
-12
-12
168
Budzyn,Sp.z.o.o
Poland
-
51%
Unaudited
Wind energy
production
1
-
-
-3
-3
-2
FW Warta,Sp.z.o.o
Poland
-
100%
PWC
Wind energy
production
2
-129
69
-172
-172
-230
Wind Field
Wielkopolska,Sp
z.o.o
Poland
-
100%
PWC
Wind energy
production
109
-176
3
-508
-508
-572
Neo Solar Farm, Sp
z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1
-1,080
-
-1
-1
-1,080
R.Wind,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1
-16
-
-
-
-15
Edp Renewables
Polska
HOLDCO,S.A
Poland
-
51%
PWC
Holding
22
155,562
-
7,362
7,362
163,037
Rampton,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
218
-38
-
-
-
180
Altnabreac Wind
Farm Limited
UK
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Hungary
Hungary
-
100%
PWC
Wind energy
production
41
-
-
-250
-250
-209
Sunligt Solar Kft
Hungary
-
85%
PWC
Wind energy
production
14
-
-
-238
-238
-224
Esc Eromu,KFT
Hungary
-
85%
PWC
Wind energy
production
8
-
-
-235
-235
-227
Ben Sca Wind Farm
Limited
UK
-
100%
Unaudited
Wind energy
production
-
-5
-
-
-
-5
Moorshield Wind
Farm limited
UK
-
100%
Unaudited
Wind energy
production
-
-1
-
-
-
-1
Drummarnock Wind
Farm limited
UK
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Wind 2 Project 1
Limited
UK
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
EDP Renewables
North America, LLC
USA
-
100%
PWC
Photovoltaic
energy
production
4,443,709
-697,529
5,255
90,963
90,963
3,842,397
EDPR Servicios
de México, S. de
R.L.
de C.V.
Mexico
-
100%
Unaudited
Wind energy
production
4,821
-1,943
80
-241
-241
2,717
Paulding Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
160,750
299
-
-798
-798
160,250
EDPR Solar
Ventures II LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
43,740
1,225
-
853
853
45,818
EDPR Solar
Ventures IV LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
79,962
-38
-
1,797
1,797
81,720
Rush County Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
2,293
-
-
-
-
2,293
North Slope Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
61
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Number Nine Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Pacific Southwest
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon Wyoming
Transmissin LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Buffalo Bluff Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Sardinia Wind
power LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cameron
Solar LLC
USA
-
100%
PWC
Photovoltaic
energy
production
29,965
219
-
39
39
30,217
2017 Sol II LLC
USA
-
100%
PWC
Photovoltaic
energy
production
92,116
-78
-
-46
-46
91,992
2017 Vento XVII LLC
USA
-
100%
Unaudited
Wind energy
production
EDPR Wind
Ventures XVII, L.L.C.
USA
-
100%
Unaudited
Wind energy
production
-
-93,651
-
125,813
125,813
32,163
Estill Solar I LLC
USA
-
100%
PWC
Photovoltaic
energy
production
32,463
64
-
3
3
30,955
Horizaon Wind
energy Southwest III
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Peterson Power
Partners LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Duff Solar Park II
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
EDPR Northeast
Allen Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Indiana Crossroads
Solar Park II LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park II
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park III
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park IV
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park V
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RTSW Solar Park VI
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
2019 Sol V LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Goldfinger Ventures
III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Timber Road Solar
Park II LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Horizon Wind
Energy Northwest XI
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cattlemen Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Rail Splitter Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Timber Road II
Storage LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
62
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Timber Road III
Storage LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Top Crop I Storage
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Top Crop II Storage
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Twin Groves I
Storage LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Twin Groves II
Storage LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edwardsport Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Azalea Springs Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Crescent Bar Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Esker Solar Park II
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Bluebird Prairie
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Timber Road Solar
Park III LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
EDPR Wind
Ventures XXII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
TEI Vento XVII
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Riverstart Ventures
LLC
USA
-
20%
Unaudited
Wind energy
production
-
-
-
-
-
-
Riverstart
Development LLC
USA
-
20%
Unaudited
Wind energy
production
-
-
-
-
-
-
2020 Vento XXII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Rosewater
Ventures LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Misenheimer
Solar LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
RE Scarlet LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Big River Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Tug Hill Windpower
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Whiskey Ridge
Power Partners LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Wilson Creek Power
Project LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Black Prairie
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Black Prairie
Wind Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Simpson Ridge
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Simpson Ridge
Wind Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Simpson Ridge
Wind Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Simpson Ridge
Wind Farm V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Athena-Weston
Wind Power Project
II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
17th Star Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Green Country
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Rolling Upland
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
63
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizaon Wind
energy Southwest
IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon Wind energy
Valley I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Headwaters Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
61,665
-
-
-780
-780
60,885
Horizon Wind MREC
Iowa Partners LLC
USA
-
75%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon
Wind Freeport
Windpower I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2019 Sol V LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
Edpr Solar Ventures
V LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
2,239
-
-
-
-
2,239
Goldfinger Ventures
III LLC
USA
-
100%
Unaudited
Wind energy
production
Juniper Wind Power
Partners LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Wildcat Creek Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-75,568
-50
-
-
-
75,518
Machias Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Canyon
Windpower VII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
New Trail Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Western Trail Wind
Project I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Whistling Wind WI
Energy Center LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Simpson Ridge Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Reloj del Sol Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
79,337
-10
-
-40
-40
79,327
Coos Curry Wind
Power Project LLCC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Renville County
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Ford Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Gulf Coast
Windpower
Management
Company LLC
USA
-
75%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Northwest IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Northwest VII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Northwest X LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Panhandle I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Southwest I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizaon
Wind energy
Southwest II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon Wind
Energy Midwest IX
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon
Wind energy
Northwest I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Az Solar LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
64
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
2016 Vento XV LLC
USA
-
100%
PWC
Wind energy
production
386,496
-324
-
-126
-126
386,046
Solar Ventures
Purchasing LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
624
-
-1,617
-1,617
-993
2016 Vento XVI LLC
USA
-
100%
PWC
Wind energy
production
142,601
-299
-
-120
-120
142,182
EDPR Wind
Ventures XV LLC
USA
-
100%
Unaudited
Wind energy
production
109,299
36,909
-
9,254
9,254
155,461
EDPR Wind
Ventures XVI LLC
USA
-
100%
Unaudited
Wind energy
production
51,776
4,659
-
1,532
1,532
57,967
Riverstart Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
2,239
-
-
-272
-272
1,967
Edpr Wind
Ventures XIX LLC
USA
-
100%
Unaudited
Wind energy
production
-
50,693
-
-27,080
-27,080
23,613
Edpr Wind
Ventures XX LLC
USA
-
100%
Unaudited
Wind energy
production
170,863
117
-
10,481
10,481
181,461
Edpr Wind
Ventures XXI LLC
USA
-
100%
Unaudited
Wind energy
production
103,879
-
-
2,169
2,169
106,048
Edpr Solar
Ventures III LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
65,385
-57
-
-467
-467
64,862
Athena-Weston
Wind Power Project
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Lexington Chenoa
Wind Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blackstone Wind
farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
WTP Management
comapny LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blackstone Wind
Farm V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Canyon
Windpower III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Canyon
Windpower IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Broadlands Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Broadlands Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Chateaugay River
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cropsey Ridge Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Dairy Hills Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Diamond Power
Partners LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
East Klickitat Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Hidalgo Wind Farm II
LLC
USA
-
100%
Unaudited
Wind energy
production
37,741
-3
-
839
839
38,578
Wind Turbine
Prometheus LP
USA
-
99la%
Unaudited
Wind energy
production
5
-5
-
-
-
-
Whitestone Wind
Purchasing LLC
USA
-
100%
Unaudited
Wind energy
production
6,812
-1,208
-
-960
-960
4,643
Blue Canyon
Windpower
V LLC
USA
-
51%
PWC
Wind energy
production
22,046
66,700
-
7,226
7,226
95,972
Sagebrush Power
Partners LLC
USA
-
100%
PWC
Wind energy
production
106,765
-16,314
276
4,837
4,837
95,564
Marble
River LLC
USA
-
100%
Unaudited
Wind energy
production
172,710
29,116
69,477
-3,239
-3,239
268,064
Blackstone Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
75.562
784
26,243
-1,310
-1,310
101,280
Aroostook Wind
Energy LLC
USA
-
100%
Unaudited
Wind energy
production
37,545
-4,431
-
-
-
33,114
Jericho Rise Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
108,817
8,883
-
-325
-325
117,375
Martinsdale Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
4,447
-23
-
-30
-30
4,394
65
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Signal Hill
Wind Power Project
LLC
USA
-
100%
Unaudited
Wind energy
production
4
-4
-
-
-
-
Tumbleweed Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
3
-3
-
-
-
-
Stinson Mills Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
3,750
-81
-
-
-
3,669
OPQ
Property LLC
USA
-
100%
Unaudited
Wind energy
production
-
142
-
-
-
142
Meadow Lake Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
154,884
-15,462
53,379
-2,094
-2,094
190,716
Wheat Field Wind
Power Project LLC
USA
-
51%
PWC
Wind energy
production
-
46,081
-
-6,324
-6,324
184,789
High Trail Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
123,950
67,163
-
-6,324
-6,324
184,789
Madison Windpower
LLC
USA
-
100%
PWC
Wind energy
production
14,337
-10,017
-
-1,119
-1,119
3,200
Mesquite
Wind LLC
USA
-
100%
PWC
Wind energy
production
91,892
57,077
-
2,638
2,638
151,607
BC2 Maple Ridge
Wind LLC
USA
-
100%
PWC
Wind energy
production
219,062
-33,748
-
-82,821
-82,821
102,494
Blue Canyon
Windpower II LLC
USA
-
100%
PWC
Wind energy
production
93,407
4,620
-
-32,485
-32,485
65,542
Telocaset
Wind Power
Partners LLC
USA
-
51%
PWC
Wind energy
production
11,021
63,244
3,216
7,653
7,653
85,133
Post Oak
Wind LLC
USA
-
51%
PWC
Wind energy
production
107,831
64,733
-
2,744
2,744
175,307
High Prairie Wind
Farm II LLC
USA
-
51%
PWC
Wind energy
production
48,708
21,771
267
3,523
3,523
74,269
Old Trail Wind Farm
LLC
USA
-
51%
PWC
Wind energy
production
112,691
69,924
1,740
10,730
10,730
195,085
Cloud County Wind
Farm LLC
USA
-
51%
PWC
Wind energy
production
126,076
29,785
-
5,946
5,946
161,808
Pioneer Prairie Wind
Farm I LLC
USA
-
51%
PWC
Wind energy
production
174,819
93,717
5,475
11,879
11,879
285,890
Arlington
Wind Power Project
LLC
USA
-
51%
PWC
Wind energy
production
57,956
20,844
3,422
6,860
6,860
89,083
Rail Splitter Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
163,385
-46,838
505
-4,390
-4,390
112,662
Hampton
Solar II LLC
USA
-
100%
PWC
Photovoltaic
energy
production
29,725
1,131
-
99
99
30,955
Meadow
Lake Wind Farm II
LLC
USA
-
100%
PWC
Wind energy
production
117,097
-12,409
279
-1,656
-1,656
103,311
Black Prairie Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
961
-2
-
-
-
959
Meadow Lake Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
71,699
-4,502
24,784
-1,424
-1,424
90,558
Blackstone Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
165,753
855
59,285
134
134
226,028
Saddleback Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
1,101
-1,100
-
-
-
1
Meadow
Lake Wind Farm III
LLC
USA
-
100%
Unaudited
Wind energy
production
77,614
5,513
30,148
-495
-495
112,779
2007
Vento I LLC
USA
-
100%
PWC
Wind energy
production
449,800
41,716
-
2,716
2,716
494,231
2007
Vento II LLC
USA
-
51%
PWC
Wind energy
production
284,547
-4,342
-
-155
-155
280,050
2008
Vento III LLC
USA
-
51%
PWC
Wind energy
production
363,811
-5,610
-
-46
-46
358,156
2009
Vento IV LLC
USA
-
100%
PWC
Wind energy
production
164,509
-1,163
-
-117
-117
163,229
2009
Vento V LLC
USA
-
51%
PWC
Wind energy
production
22,691
-1,055
-
-24
-24
21,612
2019 V
ento XX LLC
USA
-
100%
Unaudited
Wind energy
production
507,531
-
-
-37
-37
507,494
2019 Vento XXI LLC
USA
-
100%
Unaudited
Wind energy
production
222,418
-
-
-46
-46
222,372
66
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizon Wind
Ventures I LLC
USA
-
100%
Unaudited
Wind energy
production
80,741
390,718
-
-106
-106
471,354
Horizon Wind
Ventures II LLC
USA
-
100%
Unaudited
Wind energy
production
112,863
14,499
-
1,889
1,889
129,251
Horizon Wind
Ventures III LLC
USA
-
51%
Unaudited
Wind energy
production
-
13,483
-
-184
-184
13,299
Clinton County Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
172,716
-6
-
-
-
172,709
Antelope Ridge Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
10
-10
-
-
-
-
Lexington Chenoa
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
1,635
-490
-
-
-
1,145
Blackstone Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
5,114
-5,114
-
-
-
-
Lexington Chenoa
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
254,269
267
-
-1,829
-1,829
252,708
Paulding Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
29
-24
-
-5
-5
-
Paulding Wind Farm
II LLC
USA
-
51%
PWC
Wind energy
production
62,580
41,510
300
5,262
5,262
109,651
Waverly Wind Farm
LLC
USA
-
51%
PWC
Wind energy
production
207,060
18,339
-
2,176
2,176
227,576
Blue Canyon
Windpower VI LLC
USA
-
100%
PWC
Wind energy
production
73,207
14,971
-
2,216
2,216
90,393
Paulding Wind Farm
III LLC
USA
-
100%
PWC
Wind energy
production
143,224
8,216
-
2,039
2,039
153,479
2011 Vento IX LLC
USA
-
51%
PWC
Wind energy
production
63,372
-845
-
-117
-117
62,410
Horizon Wind
Ventures IX LLC
USA
-
51%
Unaudited
Wind energy
production
31,719
-4,317
-
1,509
1,509
28,911
EDPR Vento IV
Holding LLC
USA
-
100%
PWC
Wind energy
production
56,226
-
-
-
-
56,226
Headwaters Wind
Farm LLC
USA
-
51%
Unaudited
Wind energy
production
197,176
38,766
-
7,695
7,695
243,636
Lone Valley Solar
Park I LLC
USA
-
51%
Unaudited
Photovoltaic
energy
production
19,679
1,071
-
211
211
20,961
Lone Valley Solar
Park II LLC
USA
-
51%
Unaudited
Photovoltaic
energy
production
33,823
4,292
-
629
629
38,745
Rising Tree Wind
Farm LLC
USA
-
51%
PWC
Wind energy
production
85,832
23,875
-
6,647
6,647
116,354
Arbuckle Mountain
Wind Farm LLC
USA
-
51%
PWC
Wind energy
production
122,450
-4,104
-
-2,023
-2,023
116,323
Hidalgo Wind Farm
LLC
USA
-
100%
PWC
Wind energy
production
283,178
8,044
-
-8,341
-8,341
282,791
Rising
Tree Wind Farm III
LLC
USA
-
51%
PWC
Wind energy
production
114,396
22,484
-
5,086
5,086
141,967
Rising Tree Wind
Farm II LLC
USA
-
51%
PWC
Wind energy
production
20,989
3,942
-
682
682
25,612
Wheat Field
Holding LLC
USA
-
51%
PWC
Wind energy
production
-
-10,090
-
-19
-19
-10,108
EDPR WF LLC
USA
-
100%
Unaudited
Wind energy
production
40,190
-
-
-
-
40,190
Sustaining Power
Solutions LLC
USA
-
100%
Unaudited
Wind energy
production
71,929
-64,675
-
-5,184
-5,184
1,439
Green Power Offsets
LLC
USA
-
100%
Unaudited
Wind energy
production
9
-9
-
-
-
-
Arkwright Summit
Wind Farm LLC
USA
-
100%
PWC
Wind energy
production
159,854
3,495
-
-315
-315
163,034
EDPR Vento I
Holding LLC
USA
-
100%
Unaudited
Wind energy
production
226,127
-
-
-
-
226,127
Turtle Creek
Wind Farm LLC
USA
-
100%
PWC
Wind energy
production
232,066
4,487
-
6,030
6,030
242,583
Rio Blanco
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
2,490
-1
-
-
-
2,489
Plum Nellie
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Five-Spot LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
67
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizon Wind
Chocolate Bayou I
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Alabama Ledge
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Ashford Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Alabama Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Blackford Country
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Esker Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Greenbow Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Holly Hill Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Pleasantville
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Mineral Springs
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Black Prairie
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Duff Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Broadlands
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
243,288
-16
-5,942
-1,208
-1,208
236,123
Eastmill Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Lowloand Solar Park
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
EDPR Wind
Ventures X LLC
USA
-
100%
Unaudited
Wind energy
production
8,829
48,172
-
7,688
7,688
64,690
EDPR Wind
Ventures XI LLC
USA
-
51%
Unaudited
Wind energy
production
41,608
33,689
-
8,542
8,542
83,838
EDPR Wind
Ventures XII LLC
USA
-
51%
Unaudited
Wind energy
production
18,766
4,195
-
1,309
1,309
24,270
EDPR Wind
Ventures XIII LLC
USA
-
51%
Unaudited
Wind energy
production
59,191
19,920
-
5,878
5,878
84,989
EDPR Wind
Ventures XIV LLC
USA
-
51%
Unaudited
Wind energy
production
22,429
20,336
-
5,775
5,775
48,539
Crossing Trails Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
7,421
-
-
-16
-16
7,405
Moonshine Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Sedge Meadow
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Helena Harbor Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Headwaters Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loki Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Leprechaun solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Little brook Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Bright Stalk Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
68
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Crossing trails Wind
Power Project II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Headwaters Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blackford country
Wind farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Prospector Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Rye Patch Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Loblolly Hill solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Meadow lake
Wind farm VIII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loyal Wind
Farm LLC
USA
-
10%
Unaudited
Wind energy
production
-
-
-
-
-
-
Marathon wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cielo Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Quilt block Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Shullsburg Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loma de la Gloria
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Wrangler Solar Park
LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
San clemente Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Indiana Crossroads
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-148
-148
-148
Indiana Crossroads
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Bayou bend Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Poplar Camp Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Avondale
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Crittenden Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Coldwater Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Meadow Lake Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Nine kings Transco
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Sweet Stream Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Harvest Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Franklin Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr South Table
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Casa Grande
Carmel
Solar LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Paulding Wind Farm
V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Waverly wind Farm II
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
69
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Spruce Ridge Wind
farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2015
Vento XIV LLC
USA
-
51%
PWC
Wind energy
production
207,497
-384
-
-107
-107
207,006
2011
Vento X LLC
USA
-
100%
PWC
Wind energy
production
73,554
-802
-
-112
-112
72,640
Blue Marmot I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Drake Peak Solar
ParK LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Blue Marmot IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot VI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot VII LLc
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2014 Vento XI LLC
USA
-
51%
PWC
Wind energy
production
197,197
-62
-
-23
-23
197,112
EDPR Solar
Ventures I LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
31,668
3,034
-
-900
-900
33,801
2014 Sol I LLC
USA
-
51%
PWC
Photovoltaic
energy
production
53,826
-373
-
-91
-91
53,362
2014
Vento XII LLC
USA
-
51%
PWC
Wind energy
production
106,863
-70
-
-27
-27
106,766
Blue Marmot VIIII
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2015
Vento XIII LLC
USA
-
51%
PWC
Wind energy
production
237,037
-586
-
-110
-110
236,341
2018 Vento XVIII
LLC
USA
-
100%
PWC
Wind energy
production
391,152
-196
-
-110
-110
390,846
Blue Marmot IX LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Blue
Marmot XI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horse Mountain
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
EDPR Wind
Ventures XVIII LLC
USA
-
100%
Unaudited
Wind energy
production
137,068
7,974
-
7,821
7,821
188,863
Riverstart Solar Park
II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Long Hollow Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon
Wind Ventures IB
LLC
USA
-
51%
Unaudited
Wind energy
production
-
74,881
-
2,014
2,014
76,894
Horizon
Wind Ventures IC
LLC
USA
-
51%
Unaudited
Wind energy
production
168,752
151,814
-
2,276
2,276
322,842
Castle Valley Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
White Stone Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Riverstart Solar Park
III LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Dry Creek Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Lost Lakes Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
92,857
810
272
2,192
2,192
96,131
Riverstart Solar Park
IV LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
70
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Riverstart Solar
Park V LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Timber Road
Solar Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Paulding Wind
Farm VI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr Ca Solar
Park LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-6
-6
-6
Edpr CA Solar
Park II LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Edpr CA Solar
Park III LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Edpr CA Solar
Park IV LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Edpr CA Solar
Park V LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Edpr CA Solar
Park VI LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-67
-67
-67
BC2
Maple Ridge
Holdings LLC
USA
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
North river Wind LLC
USA
-
100%
Unaudited
Wind energy
production
EDP Renewables
Canada LTD.
Canada
100%
-
Unaudited
Holding
95,725
25,873
279
-31,240
-31,240
90,638
EDP Renewables
Sharp Hills
Project LP
Canada
-
100%
Unaudited
Wind energy
production
533
-442
-
-238
-238
-148
SBWF GP Inc.
Canada
-
51%
Unaudited
Wind energy
production
-
1
-
-
-
1
South Dundas
Wind Farm LP
Canada
-
51%
PWC
Wind energy
production
9,026
15,547
2,172
3,602
3,602
30,347
Nation Rise Wind
Farm LP
Canada
-
100%
PWC
Wind energy
production
60,780
-544
-6,266
-263
-263
53,707
Nation
Rise Wind Farm GP
Inc.
Canada
-
100%
Unaudited
Wind energy
production
3
-2
-
-
-
1
South Branch Wind
Farm II GP Inc.
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
South
Branch Wind Farm II
LP
Canada
-
100%
Unaudited
Wind energy
production
265
-374
-
-36
-36
-145
EDP Renewables
Sharp Hills Project
GP Ltd.
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Canada
Management
Services LTD
Canada
-
100%
Unaudited
Wind energy
production
-
-2,435
-
-
-
-2,435
Edp Renewables
Sask Se GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Sask SE Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-347
-
-170
-170
-517
Kennedy Wind farm
GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
Keneedy Wind farm
Limited Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-186
-
-13
-13
-199
Bromhead Solar
Park
Gp Ltd
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Bromhead Solar
Park Limited
Partnership
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-186
-
-13
-13
-199
Halbrite Solar Park
Gp Ltd
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
71
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Halbrite Solar Park
Limited Partnership
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-186
-
-13
-13
-199
Blue Bridge Solar
Park Gp Ltd
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-
-
-
-
-
Blue bridge Solar
Park Limited
Partnership
Canada
-
100%
Unaudited
Photovoltaic
energy
production
-
-186
-
-13
-13
-199
Edp Renewables
Sh II Project GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables Sh
II Project GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Nation Rise Wind
farm GP II inc
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Quatro Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
34,987
-21,609
-
26,853
26,853
40,230
Eolos Energia,S.A.S
Colombia
-
100%
Unaudited
Photovoltaic
energy
production
557
4,840
-
5
5
5,402
Vientos del
Norte,S.A.S, E.S.P
Colombia
-
100%
Unaudited
Wind energy
production
703
6,114
-
283
283
7,100
Solar Power
Solutions,S.A.S
E.S.P
Colombia
-
100%
Unaudited
Photovoltaic
energy
production
-
-6
-
-415
-415
-421
Elipse Energia
,S.A.S E.S.P
Colombia
-
100%
Unaudited
Photovoltaic
energy
production
10
-6
-
-419
-419
-416
Omega Energia
S.A.S E.S.P
Colombia
-
100%
Unaudited
Photovoltaic
energy
production
6
-3
-
-419
-419
-416
Kappa
Energia,S.A.S.E.S.P
Colombia
-
100%
Unaudited
Photovoltaic
energy
production
6
-3
-
-419
-419
-416
Edpr Vietnam
Viestman
-
100%
Unaudited
Holding
254
-
-
-
-
254
EDP Renováveis
Brasil, S.A.
Brazil
100%
-
PWC
Holding
163,459
43,274
-1,603
2,903
2,903
208,023
Central Nacional
de Energia
Eólica, S.A.
Brazil
-
51%
PWC
Wind energy
production
1,945
83
-
933
933
2,961
Elebrás Projetos,
S.A.
Brazil
-
51%
PWC
Wind energy
production
16,283
516
-
6,768
6,768
23,567
Central
Eólica Baixa do
Feijão I, S.A.
Brazil
-
51%
PWC
Wind energy
production
6,153
1,729
-
169
169
8,051
Central
Eólica Baixa do
Feijão II, S.A.
Brazil
-
51%
PWC
Wind energy
production
6,362
1,857
-
110
110
8,330
Central
Eólica Baixa do
Feijão III, S.A.
Brazil
-
51%
PWC
Wind energy
production
10,578
577
-
-222
-222
10,933
Central
Eólica Baixa do
Feijão IV, S.A.
Brazil
-
51%
PWC
Wind energy
production
6,972
1,274
-
-68
-68
8,178
Central Eólica JAU,
S.A.
Brazil
-
51%
PWC
Wind energy
production
27,309
7,175
-
468
468
34,952
Central Eólica
Aventura I, S.A.
Brazil
-
50.99%
PWC
Wind energy
production
12,815
65
-
674
674
13,554
Central
Eólica Aventura II,
S.A.
Brazil
-
100%
PWC
Wind energy
production
5,595
-33
-
-33
-33
5,529
Central Eólica
Boqueirao I,S.A.
Brazil
-
100%
PWC
Wind energy
production
-
-
-
-6
-6
-6
Central Eólica
Boqueirao II, S.A.
Brazil
-
100%
PWC
Wind energy
production
-
-
-
-4
-4
-4
Central Eólica
Catanduba I, S.A.
Brazil
-
100%
PWC
Wind energy
production
-
-
-
-5
-5
-5
Central Eólica
Catadunba II, S.A.
Brazil
-
100%
PWC
Wind energy
production
-
-
-
-5
-5
-5
Jerusalém
Holding,S.A
Brazil
-
100%
PWC
Holding
8,977
-8
-
-67
-67
8,902
Central Eólica Monte
Verde VI,S.A
Brazil
-
100%
PWC
Wind energy
production
1,916
-2
-
-9
-9
1,906
Monte Verde
holding,S.A
Brazil
-
100%
PWC
Holding
15,190
-8
-
-55
-55
15,127
72
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Central Eóílica
Aventura III,S.A
Brazil
-
100%
PWC
Wind energy
production
12,355
-12
-
-27
-27
12,317
Central Eólica
Aventura IV,S.A
Brazil
-
100%
PWC
Wind energy
production
7,724
-13
-
-37
-37
7,675
Central Eólica
Aventura V,S.A
Brazil
-
100%
PWC
Wind energy
production
7,777
-13
-
-27
-27
7,737
Srmn
Holding S,A
Brazil
-
100%
PWC
Holding
45,329
-74
-
-93
-93
45,161
Central Eólica Srmn
I,S.A
Brazil
-
100%
PWC
Wind energy
production
8,491
-19
-
-19
-19
8,453
Central Eólica Srmn
II,S.A
Brazil
-
100%
PWC
Wind energy
production
13,084
-13
-
-17
-17
13,054
Central Eólica Srmn
III,S.A
Brazil
-
100%
PWC
Wind energy
production
8,506
-14
-
-17
-17
8,475
Central Eólica Srmn
IV,S.A
Brazil
-
100%
PWC
Wind energy
production
8,730
-14
-
-16
-16
8,700
Central Eólica Srmn
V,S.A
Brazil
-
100%
PWC
Wind energy
production
6,487
-12
-
-15
-15
6,460
Central Solar Lagoa
I, S.A
Brazil
-
100%
Unaudited
Photovoltaic
energy
production
2
-
-
-
-
2
Central Solar Lagoa
II, S.A
Brazil
-
100%
Unaudited
Photovoltaic
energy
production
2
-
-
-
-
2
Aventura
Holding,S.A
Brazil
-
100%
PWC
Holding
33,424
-69
-
-134
-134
33,220
Central Eólica Monte
Verde I,S.A
Brazil
-
100%
PWC
Wind energy
production
3,231
-1
1,840
-9
-9
5,060
Central Eólica Monte
Verde II,S.A
Brazil
-
100%
PWC
Wind energy
production
3,186
-1
1,840
-5
-5
5,019
Central Eólica Monte
Verde III,S.A
Brazil
-
100%
PWC
Wind energy
production
2,898
-1
1,610
-8
-8
4,499
Central Eólica Monte
Verde IV,S.A
Brazil
-
100%
PWC
Wind energy
production
2,279
-1
1,265
-8
-8
3,536
Central Eólica Monte
Verde V,S.A
Brazil
-
100%
PWC
Wind energy
production
1,650
-1
920
-2
-2
2,568
Central Solar Pereira
Barreto I,LTDA.
Brazil
-
100%
PWC
Photovoltaic
energy
production
6,169
-7
169
-97
-97
6,234
Central Solar Pereira
Barreto II,LTDA.
Brazil
-
100%
PWC
Photovoltaic
energy
production
16,097
-7
169
-210
-210
16,049
Central Solar Pereira
Barreto III,LTDA.
Brazil
-
100%
PWC
Photovoltaic
energy
production
5,452
-8
169
-67
-67
5,546
Central Solar Pereira
Barreto IV,LTDA.
Brazil
-
100%
PWC
Photovoltaic
energy
production
8,590
-7
169
-237
-237
8,514
Central Solar Pereira
Barreto V,LTDA.
Brazil
-
100%
PWC
Photovoltaic
energy
production
2,202
-6
145
-79
-79
2,262
Central Eólica
Jerusalém I,S.A
Brazil
-
100%
PWC
Wind energy
production
1,552
-1
805
-12
-12
2,344
Central Eólica
Jerusalém II,S.A
Brazil
-
100%
PWC
Wind energy
production
1,414
-1
805
-9
-9
2,209
Central Eólica
Jerusalém III,S.A
Brazil
-
100%
PWC
Wind energy
production
1,523
-1
805
-9
-9
2,318
Central Eólica
Jerusalém IV,S.A
Brazil
-
100%
PWC
Wind energy
production
1,406
-1
805
-9
-9
2,200
Central Eólica
Jerusalém V,S.A
Brazil
-
100%
PWC
Wind energy
production
1,408
-1
805
-9
-9
2,202
Central Eólica
Jerusalém VI,S.A
Brazil
-
100%
PWC
Wind energy
production
1,650
-1
920
-9
-9
2,559
*Companies included in the tax group that the Company belongs to (note 19)
73
THOUSAND EUROS
JOINTLY
CONTROLLED
ENTITIES AND
ASSOCIATES
REGISTERED
OFFICE
% DIRECT
%
INDIRECT
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Biomasas
del Pirineo, S.A.
Huesca,
Spain
-
30%
Unaudited
Biomass
electricity
production
136
-65
-
-
-
71
Sistemas Eólicos
tres Cruces,S.L
Soria, Spain
-
25%
Unaudited
Wind energy
production
13
-5
-
-
-
8
Desarrollos
Energéticos
del Val,S.l
Soria, Spain
-
25%
Unaudited
Wind energy
production
34
38
-
-
-
73
Parque Eólico
Sierra del
Madero, S.A.
Soria, Spain
-
42%
Kpmg
Wind energy
production
3,021
9,941
-
1,070
1,070
14,033
Desarrollos
Eólicos de
Canarios, S.A.
Las Palmas
de Gran
Canaria,
Spain
-
45%
PWC
Wind: Wind
farm
development
813
284
-
70
70
1,167
Solar Siglo
XXI, S.A.
Ciudad Real,
Spain
-
25%
Unaudited
Wind energy
production
20
-4
-
-
-
16
Parque Eólico
Belmonte, S.A.
Madrid,
Spain
-
30%
Kpmg
Wind energy
production
36
2,071
-
355
355
2,462
OW Offshore,S.L
Spain
-
50%
PWC
Wind energy
production
3,731
24,665
-
-16,813
-16,813
11,583
OW FS
Offshore,S.A
Spain
-
50%
PWC
Holding
3,500
3
-
289
289
3,792
MFW
Neptun,Sp.Z.o.o
Poland
-
50%
PWC
Wind energy
production
48
-49
-
-29
-29
-30
Relax Wind Park
IV,Sp.z.o.o
Poland
-
50%
PWC
Wind energy
production
973
-888
-
-35
-35
50
B-Wind
Polska,SP z.o.o
Poland
-
50%
PWC
Wind energy
production
13
-98
-
-102
-102
-187
C-Wind
Polska,Sp z.o.o
Poland
-
50%
PWC
Wind energy
production
401
-527
-
-175
-175
-301
Ow Japan Godo
Kaisha
Japan
-
50%
Unaudited
Wind energy
production
193
-112
-
-336
-336
-255
Ow South Korea
Co,Ltd
Korea
-
50%
Unaudited
Wind energy
production
49
-
-
-238
-238
-190
Korean Floating
Wind Power Co
Korea
-
30.6%
Unaudited
Wind energy
production
7
-811
-
-3,527
-3,527
-4,331
East Blue Power
Co,Ltd
Korea
-
28%
Unaudited
Wind energy
production
-
-
-
-
-
-
Ventos do
Atlantico-Projetos
de Energia Eólica
Ltda
Brazil
-
50%
Unaudited
Wind energy
production
-
-
-
-
-
-
Ancoris Beheer
Nederland B.V
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-2
-2
-2
4THEWIND
VIII,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-2
-2
-2
Ventum Ventures
III Holding,B.V
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND I,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND II,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND III,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND IV,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND V,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND VI,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
4THEWIND
VII,b.v
Netherlands
-
50%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
Electrabel
Offshore Energy
Belgium
-
50%
Unaudited
Wind energy
production
13,606
-45
-
-
-
13,562
Delphis Holdings
Limited
UK
-
50,20%
PWC
Wind energy
production
-
17,860
-
2,157
2,157
20,018
Ocean Winds UK
Limited
UK
-
50%
PWC
Wind energy
production
10,654
-9,098
-
-3,298
-3,298
-1,743
Moray Offshore
Renewable
Power Limited
UK
-
50%
PWC
Wind energy
production
25,614
25,237
-
1,816
1,816
52,666
74
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
JOINTLY
CONTROLLED
ENTITIES AND
ASSOCIATES
REGISTERED
OFFICE
% DIRECT
%
INDIRECT
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Mordel Limited
UK
-
50%
PWC
Wind energy
production
-
-
-
-
-
-
Moray East
Holdings Limited
UK
-
28,30%
PWC
Wind energy
production
11,123
-5
-
-143
-143
10,976
Moray Offshore
Windfarm (west)
Limited
UK
-
64,20%
PWC
Wind energy
production
-
-
-
-
-
-
Moray Offshore
Windfarm
(East)Limited
UK
-
28,30%
PWC
Wind energy
production
-
-
-
-
-
-
Windplus,S.A
Portugal
-
42.63%
PWC
Wind energy
production
1,515
-1,956
-
3,583
3,583
3,142
OW North
America LLC
USA
-
50%
Unaudited
Wind energy
production
186,366
-343
-
-4,066
-4,066
181,957
North River Wind
LLC
USA
-
50%
Unaudited
Wind energy
production
-
-
-
-
-
-
Redwood Coast
Offshore Wind
LLC
USA
-
25%
Unaudited
Wind energy
production
-
-
-
-251
-251
-251
Mayflower Wind
Energy LLC
-
25%
Unaudited
Wind energy
production
190,816
799
-
-929
-929
190,686
OW France,S.A.S
France
-
50%
PWC
Wind energy
production
1,308
-149
-
-807
-807
352
Les Eoliennes
Flottantes du
Golfe du
Lion,S.A.S
France
-
40%
Ernest&Youn
g
Wind energy
production
32
-3,019
-
-2,691
-2,691
-5,678
Les Eoliennes en
Mer
Services,S.A.S
France
-
30%
Ernest&Youn
g
Wind energy
production
24
894
-
197
197
1,116
Éoliennes en Mer
Dieppe-le
Treport,S.A.S
France
-
30.25%
Ernest&Youn
g
Wind energy
production
19,019
-2,391
-
-497
-497
16,131
Éoliennes en Mer
Iles d´Yeu et de
Noirmoutier,S.A.S
France
-
30.25%
Ernest&Youn
g
Wind energy
production
22,007
-2,437
-
-511
-511
19,060
Dunkerque
Éoliennes
en Mer, S.A.S
France
-
32%
Unaudited
Wind energy
production
3
-
-
-
-
3
Ceprastur, A.I.E.
Spain
-
57%
Unaudited
Mini-
hydroelectric:
electricity
production
205
5
-
-2
-2
207
Evolución
2000,S.L
Spain
-
49,%
PWC
Wind energy
production
58
8,776
-
978
978
9,812
Desarrollos
energéticos
Canarias, S.A
Spain
-
50%
Unaudited
Wind: Wind
farm
development
7
-12
-
-
-
-5
Elecdey
Carcelen,S.A
Spain
-
23%
PWC
Wind energy
production
1,603
-272
-
-
-
1,331
Eox Pax lla,S.L
Spain
-
49%
PWC
Wind energy
production
3
1,665
-
-
-
1,668
Geólica
Magallón,S.L
Spain
-
36%
PWC
Wind energy
production
1,232
565
-
-
-
1,798
San Juan de
Bargas Eólica,
S.L
Spain
-
47%
PWC
Wind energy
production
2,351
1,398
-
-
-
3,748
Unión
Generadores de
Energia,S.l
Spain
-
50%
PWC
Wind energy
production
12
3,155
-
-
-
3,166
Eólica das Serras
das Beiras, S.A
Portugal
-
45%
PWC
Wind energy
production
225
1,028
-
-
-
1,253
Solar Works! B.V
Netherlands
-
20%
RSM Global
Wind energy
production
1,113
-474
-
-409
-409
231
Goldfinger
Ventures LLC
USA
-
50%
Unaudited
Wind energy
production
146,474
-52
-
1,026
1,026
147,447
Goldfinger
Ventures II LLC
USA
-
50%
Unaudited
Wind energy
production
317,354
-27
-
4,669
4,669
321,996
Nine Kings
Wind Farm LLC
USA
-
50%
Unaudited
Wind energy
production
-
-
-
-
-
-
Hog Creek Wind
Project LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
Redbed Plains
Wind Farm LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
75
THOUSAND EUROS
JOINTLY
CONTROLLED
ENTITIES AND
ASSOCIATES
REGISTERED
OFFICE
% DIRECT
%
INDIRECT
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Quilt Block Wind
Farm LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
Meadow Lake
Wind Farm V LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
2017 Vento XVII
LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
2018 Vento XIX
LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
Meadow Lake
Wind Farm VI
LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
Prairie Queen
Wind Farm LLC
USA
-
20%
PWC
Wind energy
production
-
-
-
-
-
-
Solar Ventures
Acquisition LLC
USA
-
50%
Unaudited
Wind energy
production
2,727
-
-
-1,614
-1,614
1,114
Windhub Solar A
LLC
USA
-
50%
PWC
Wind energy
production
-
-
-
-
-
-
Shunshine Valley
Solar LLC
USA
-
50%
PWC
Photovoltaic
energy
production
-
-
-
-
-
-
2019 SOL III LLC
USA
-
50%
PWC
Photovoltaic
energy
production
-
-
-
-
-
-
2019 SOL IV LLC
USA
-
50%
PWC
Photovoltaic
energy
production
-
-
-
-
-
-
Sun Streams LLC
USA
-
50%
PWC
Photovoltaic
energy
production
-
-
-
-
-
-
Blue Canyon
Windpower LLC
USA
-
25%
PWC
Wind energy
production
-
-
-
-
-
-
Flat Rock
Windpower II LLC
USA
-
50%
PWC
Wind energy
production
87,619
-43,945
-
-3,721
-3,721
39,952
Flat Rock
Windpower LLC
USA
-
50%
PWC
Wind energy
production
221,497
-115,778
-
-9,270
-9,270
96,450
Moray West
Holdings limited
United
Kingdom
-
33.4%
PWC
Wind energy
production
1
-398
-
-122
-122
-519
76
EDPR 2020 ANNUAL REPORT
Annex II
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
EDP Renovaveis, S.A.
Details of investments in Group companies as at 31 December 2019
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
EDP Renewables
EUROPE, S.L.U.*
Spain
100%
-
PWC
Holding
249,499
2,113,263
-
336,704
336,704
2,699,466
EDP Renovables
España, S.L.U.*
Spain
-
100%
PWC
Holding,
construction
and wind
energy
production
46,128
613,366
256
67,033
67,033
726,783
EDPR Polska,
Sp.z.o.o.
Poland
-
100%
PWC
Holding and
wind energy
production
121,284
104,139
-
-278
-278
225,146
EDPR International
Investmets, B.V.
Netherlands
-
100%
PWC
Holding
20
9,332
-
2,995
2,995
12,346
EDPR France
Holding SAS
France
-
100%
PWC
Holding
19,900
45,624
-
-7,698
-7,698
57,826
EDP Renewables
SGPS,SA
Portugal
-
100%
PWC
Holding
50
120,916
-
9,849
9,849
130,815
EDP Renewables
Belgium,S.A
Belgium
0.17%
99.83%
PWC
Holding
287
699
-
-297
-297
689
EDPR
Portugal , S.A.
Portugal
-
51%
PWC
Holding and
wind energy
production
50
50,875
-
2,800
2,800
53,725
EDPR PT-
Promocao e
Operacao,S.A
Portugal
-
100%
PWC
Wind: Wind
farm
development
58
7,403
1
-501
-501
6,960
EDPR Ro Pv,S.r.l
Romania
0.05%
99.95%
Unaudited
Wind energy
production
55,935
-2,922
-
-242
-242
52,771
Cernavoda
Power,S.A
Romania
0.01%
99.99%
PWC
Wind energy
production
83,454
-29,509
-
1,291
1,291
55,236
VS
Wind Farm S.A.
Romania
0.01%
99.99%
PWC
Wind energy
production
53,740
-8,048
-
1,782
1,782
47,474
Pestera Wind Farm,
S.A.
Romania
0.01%
99.99%
PWC
Wind energy
production
67,111
-29,288
-
2,636
2,636
40,459
EDPR Romania,
S.R.L.
Romania
0.01%
99.99%
PWC
Wind energy
production
208,827
-14,069
-
9,392
9,392
204,150
Sibioara Wind
Farm,S.r.L
Romania
0.01%
99.99%
PWC
Wind energy
production
20,361
-13,838
-
7
7
6,530
Vanju Mare
Solar,S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
9,611
3,266
-
1,551
1,551
14,428
Studina Solar,S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
7,988
5,023
-
1,791
1,791
14,802
Cujmir Solar, S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
10,393
6,013
-
2,188
2,188
18,594
Potelu Solar,S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
7,574
3,882
-
1,269
1,269
12,725
Foton Delta,S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
3,556
1,951
-
316
316
5,823
Foton Epsilon,S.A
Romania
0.05%
99.95%
PWC
Photovoltaic
energy
production
4,302
4,838
-
1,169
1,169
10,309
EDP Renowables
Italia,S.r.l
Italy
-
51%
PWC
Holding and
wind energy
production
34,439
14,546
-
11,203
11,203
60,188
EDPR Uk Limited
United
Kingdom
-
100%
PWC
Holding
10,785
-7,376
-
-2,902
-2,902
507
EDP Renovaveis
Servicios
Financieros.
S.A*
Spain
70.01%
29.99%
PWC
Other
economic
activities
84,691
320,088
-
16,617
16,617
421,396
Parque Eólico
Santa Quiteria, S.L.
Spain
-
84%
PWC
Wind energy
production
63
14,019
-
944
944
15,026
77
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Eólica La Janda,
S.l.U*
Spain
-
100%
PWC
Wind energy
production
4,525
10,802
-
9,880
9,880
25,207
Eólica Fontesilva,
S.L.U*
Spain
-
100%
PWC
Wind energy
production
6,860
7,080
-
1,584
1,584
15,524
EDPR Yield S.A.U*
Spain
-
100%
PWC
Wind energy
production
99,405
53,362
-
116,752
116,752
269,519
Parque Eólico Altos
del Voltoya S.A.*
Spain
-
93%
PWC
Wind energy
production
6,434
11,041
-
1,166
1,166
18,641
Eólica La Brújula,
S.A.U
Spain
-
100%
PWC
Wind energy
production
3,294
16,095
-
2,306
2,306
21,695
Eólica
Arlanzón S.A.
Spain
-
85%
PWC
Wind energy
production
4,509
8,365
-
354
354
13,228
Eolica
Campollano S.A.
Spain
-
75%
PWC
Wind energy
production
6,560
18,131
-35
2,829
2,829
27,485
Parque Eólico
La Sotonera S.L.
Spain
-
70%
PWC
Wind energy
production
2,000
4,897
-
1,061
1,061
7,958
Korsze Wind
Farm,SP.z.o.o
Poland
-
51%
PWC
Wind energy
production
10,832
12,369
-
6,300
6,300
29,501
Eólica Sierra
de Avila, S.L.U.
Spain
-
100%
PWC
Wind energy
production
12,977
25,462
-1,077
3,407
3,407
40,769
Radzeijów wind
farm SP.z.o.o
Poland
-
51%
PWC
Wind energy
production
7,696
-5,344
-
81
81
2,433
Energiaki Arvanikou
E.P.E
Greece
0.01%
99.99%
Unaudited
Wind energy
production
772
-275
-
-213
-213
284
Wind Park
Aerorrachi M.A.E
Greece
-
100%
Unaudited
Wind energy
production
210
-45
-
-119
-119
46
MFW Neptun
Sp.zo.o
Poland
-
100%
Unaudited
Wind energy
production
61
-52
-
-11
-11
-2
Edpr Hellas 1 M.A.E
Greece
-
100%
Unaudited
Wind energy
production
1,150
-
-
-107
-107
1,043
Edpr Hellas 2 M.A.E
Greece
-
100%
Unaudited
Wind energy
production
240
-
-
-101
-101
139
Aioliko Parko
Fthiotidos Erimia
E.P.E
Greece
0.67
99.33%
Unaudited
Wind energy
production
5
-9
-
-
-
-4
Wincap S.R.L
Italy
-
100%
PWC
Wind energy
production
2,550
4,837
-
154
154
7,541
Renovables Castilla
La Mancha, S.A.
Spain
-
90%
PWC
Wind energy
production
60
2,842
-
1,820
1,820
4,722
Monts de la
Madeleine
Energie,SA.S
France
-
100%
PWC
Wind energy
production
37
-10
-
-12
-12
15
Monts du Forez
Energie,SAS
France
-
100%
PWC
Wind energy
production
37
-36
-
-33
-33
-32
Sarve,S.R.L
Italy
-
51%
Unaudited
Wind energy
production
10
-2
-
-14
-14
-6
Bourbriac II SAS
France
-
100%
PWC
Wind energy
production
1
-18
-
-11
-11
-28
Molen Wind II
sp.Z.o.o
Poland
-
51%
PWC
Wind energy
production
4
8,825
799
2,513
2,513
12,141
Breva Wind S.R.L
Italy
-
100%
PWC
Wind energy
production
7,100
-796
-
-28
-28
6,276
Acampo
Arias, SL*
Spain
-
95%
PWC
Wind energy
production
3,314
550
-
2,650
2,650
6,514
Relax Wind Park III,
Sp.z.o.o.
Poland
-
51%
PWC
Wind energy
production
16,616
-78
-
-750
-750
15,788
Relax Wind Park I,
Sp.z.o.o.
Poland
-
51%
PWC
Wind energy
production
12,975
-825
3,564
6,706
6,706
22,420
Relax Wind Park IV,
Sp.z.o.o.
Poland
-
100%
PWC
Wind energy
production
1,252
-1,147
-
-12
-12
93
Parque Eólico Los
Cantales, S.L.U.*
Spain
-
100%
PWC
Wind energy
production
1,963
1,363
-
1,703
1,703
5,029
Gudziki Wind
Farm,sp.z.o.o
Poland
-
51%
Unaudited
Wind energy
production
1
-
-
-3
-3
-2
EW Dobrzyca, sp
z.o.o
Poland
-
100%
Unaudited
Wind energy
production
158
7,415
-
-7
-7
7,566
Ujazd, So.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1,092
-895
-
-
-
197
Winfan,Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
5
176
-
-
-
181
Kowalewo Wind.Sp
z.o.o
Poland
-
100%
Unaudited
Wind energy
production
21
526
-
-
-
547
78
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
EWP European
Wind Power
Krasin,Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
1,689
-113
-
-
-
1576
Nowa Energia 1
Sp,z.o.o
Poland
-
100%
Unaudited
Wind energy
production
20
362
-
-
-
382
Farma Wiatrowa
Bogoria,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
563
2,053
-
-
-
2,616
Lichnowy
Windfarm,Sp z.o.o
Poland
-
100%
Unaudited
Wind energy
production
241
1,231
-
-516
-516
956
Edpr Polska
Solar,Sp.z.o.o.
Poland
-
100%
Unaudited
Wind energy
production
1
-1
-
-94
-94
-94
La Plaine De
Nouaille,S.A.S
France
-
100%
PWC
Wind energy
production
8
-21
-
-4
-4
-17
Le Chemin
de Saint
Druon,S.A.S
France
-
100%
PWC
Wind energy
production
92
-12
-
-3
-3
77
Parc Eolien des
Longs Champs,
S.A.R.L
France
-
100%
PWC
Wind energy
production
1,201
149
-
-2
-2
1,348
Parc Eolien
de Mancheville,
S.A.R.L
France
-
100%
PWC
Wind energy
production
1
313
-
-94
-94
220
Parc Eolien
de La Hetroye, SAS
France
-
100%
PWC
Wind energy
production
37
-52
-
-4
-4
-19
Parc Eolien
Louvieres,S.A.R.L
France
-
100%
Unaudited
Wind energy
production
1
-62
-
-5
-5
-66
Parc Eolien de
Dionay,S.A.A
France
-
100%
PWC
Wind energy
production
37
-50
-
-28
-28
-41
Parc Éolien
d´Entrains-sur-
Nohain,S.A.S
France
-
100%
PWC
Wind energy
production
451
-8
-
-9
-9
434
Parc Éolien de
Marchéville,S.A.S
France
-
100%
PWC
Wind energy
production
1
-7
-
-119
-119
-125
Le Chemin deLa
Corvée,S.A.S
France
-
100%
PWC
Wind energy
production
123
-59
-
-2
-2
62
Eólica de Serra das
Alturas,S.A
Portugal
-
25.55%
PWC
Wind energy
production
50
5,881
-
1,428
1,428
7,359
Malhadizes-
Energia
Eólica, SA
Portugal
-
51%
PWC
Wind energy
production
50
7,031
-
2,376
2,376
9,457
Eólica de
Montenegrelo, LDA
Portugal
-
25.55%
PWC
Wind energy
production
50
8,754
-
2,756
2,756
11,560
Eólica
da
Alagoa,SA
Portugal
-
30.60%
PWC
Wind energy
production
50
3,586
605
1,911
1,911
6,152
Fotovoltaica
Lott A,S.A
Portugal
-
100%
PWC
Wind energy
production
50
-
-
-22
-22
28
Aplica.Indust
de Energias
limpias S.L
Spain
-
62%
Unaudited
Wind energy
production
131
435
-
847
847
1,413
Aprofitament
D´Energies
Renovables
de la Tierra
Alta S.A
Spain
-
28.35%
Unaudited
Wind energy
production
1,994
-1,981
-
16
16
29
Parc Eólic Serra
Voltorera S.l.U
Spain
-
100%
PWC
Wind energy
production
3,458
6,716
-
899
899
11,073
Elektrownia
Wiatrowa Kresy I sp
zoo
Poland
-
51%
PWC
Wind energy
production
20
73,695
750
5,840
5,840
80,305
Edpr Villla
Galla,S.R.L
Italy
-
51%
PWC
Wind energy
production
9,000
50,702
-
8,364
8,364
68,066
Desarrollos Eólicos
de Teruel SL
Spain
-
51%
Unaudited
Wind energy
production
60
-
-
-
-
60
Custolito,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
-
-
-15
-15
-5
Edpr Sicilia PV,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
-
-
-3
-3
7
Edpr Sicilia
Wind,S.r.l
Italy
-
100%
Unaudited
Wind energy
production
10
-
-
-3
-3
7
Tebar
Eólica, S.A.U.*
Spain
-
100%
PWC
Wind energy
production
4,720
2,561
-
2,339
2,339
9,620
Edpr
Terral S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-
-
-1
-1
2
Edpr
Amaris S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-
-
-1
-1
2
79
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Edpr
Suvan, S.L.U
Spain
-
100%
Unaudited
Wind energy
production
3
-
-
-1
-1
2
Par Eólic de Coll
de Moro S.L.U.*
Spain
-
100%
PWC
Wind energy
production
7,809
3,838
-3,063
2,570
2,570
11,154
Par Eólic de Torre
Madrina S.L.U.*
Spain
-
100%
PWC
Wind energy
production
7,755
7,576
-2,888
3,736
3,736
16,179
Parc Eolic de
Vilalba dels Arcs
S.L.U*
Spain
-
100%
PWC
Wind energy
production
3,066
5,351
-1,367
2,264
2,264
9,314
Bon Vent de
Corbera, S.L.U.*
Spain
-
100%
PWC
Wind energy
production
7,255
12,905
-
3,568
3,568
23,728
Masovia Wind Farm
I s.p. zo.o.
Poland
-
100%
PWC
Wind energy
production
351
10,435
-
-9,917
-9,917
869
Farma
wiaStarozbery
Sp.z.o.o
Poland
-
100%
Unaudited
Wind energy
production
130
231
-
-21
-21
340
Karpacka Mala
Energetyka,Sp.z.o.o
Poland
-
85%
Unaudited
Wind energy
production
12
-367
-
-33
-33
-388
Edpr Italia
holding,S.r.l
Italy
-
100%
PWC
Wind energy
production
347
56,551
-
-3,330
-3,330
53,568
Re plus
–
Societa ´a
Responsabilita
´limitada
Italy
-
100%
Unaudited
Wind energy
production
100
-
-
-45
-45
55
Iberia Aprove-
chamientos Eólicos,
S.A.U.*
Spain
-
94%
PWC
Wind energy
production
1,919
2,037
-
1,191
1,191
5,147
Parc Éolien de
boqueho-Pouagat
SAS
France
-
100%
PWC
Wind energy
production
1
1,105
-
299
299
1,405
Parc éolien
des 7 Domaines,
S.A.S
France
-
100%
PWC
Photovoltaic
energy
production
5
-10
-
-5
-5
-10
EDPR PT - Parques
Eólicos, S.A.
Portugal
-
51%
PWC
Wind energy
production
7,500
76,407
4,365
60,673
60,673
148,945
Eólica do Alto da
Lagoa, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
9,250
-447
2,189
2,189
11,042
Eólica das Serras
das Beiras, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
26,537
-2,858
6,710
6,710
30,440
Eólica da
Coutada, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
35,033
-2,967
10,779
10,779
42,895
Eólica do
Espigão, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
10,717
-455
2,705
2,705
13,016
Eólica do
Sincelo, S.A.
Portugal
-
100%
PWC
Wind energy
production
150
3,805
-
-171
-171
3,784
Eólica da
Linha, S.A.
Portugal
-
100%
PWC
Wind energy
production
100
-2,293
-
5,937
5,937
3,743
Eólica do Alto do
Mourisco, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
5,758
-398
1,960
1,960
7,370
Eólica dos Altos dos
Salgueiros-
Guilhado, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
2,379
-156
949
949
3,222
Eólica do Alto da
Teixosa, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
6,963
-681
1,990
1,990
8,322
Eólica da Terra do
Mato, S.A.
Portugal
-
51%
PWC
Wind energy
production
50
7,595
-882
2,639
2,639
9,403
TACA Wind, S.r.l.
Italy
-
100%
PWC
Wind energy
production
1,160
5,203
-
435
435
6,799
Vientos de
Coahuila,
S.A. de C.V.
Mexico
0.01%
99.99%
Unaudited
Wind energy
production
2
-101
-
-105
-105
-204
Eólica de Coahuila,
S.A. de C.V.
Mexico
-
51%
PWC
Wind energy
production
5,191
16,531
-122
4,190
4,190
25,791
Parc Éolien de
Flavin,S.A.S
France
-
100%
PWC
Wind energy
production
2,501
507
-
759
759
3,767
Parc Éolien de
Prouville, S.A.S
France
-
100%
PWC
Wind energy
production
1
-7
-
-14
-14
-20
Parc Éolien de la
Champagne
Berrichonne,
S.A.R.L
France
-
100%
PWC
Wind energy
production
4
2,026
-
255
255
2,285
Parc Éolien de
Paudy, S.A.S.
France
-
100%
PWC
Wind energy
production
3,537
532
-
368
368
4,437
Parc Éolien
de la Cote du
Cerisat,S.A.S
France
-
100%
Ernest&Young
Wind energy
production
27
-14
-
-94
-94
-81
80
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Tivano,S.R.L
Italy
-
75%
PWC
Wind energy
production
100
1,043
-
899
899
2,042
San Mauro, S.R.L
Italy
-
75%
PWC
Wind energy
production
70
3,188
-
102
102
3,360
Conza
Energia,S.R.L
Italy
-
100%
PWC
Wind energy
production
456
3,151
-
441
441
4,048
AW 2,S.r.l
Italy
-
75%
PWC
Wind energy
production
100
3,797
-
-98
-98
3,799
Lucus Power,S.r.l
Italy
-
100%
PWC
Wind energy
production
10
3,961
-
496
496
4,467
T Power, S.p.A
Italy
-
100%
Baker.
T.R
Wind energy
production
1,000
1,885
-
-20
-20
2,865
Miramit
Investments,
Sp.z.o.o.
Poland
-
100%
Unaudited
Wind energy
production
15
180
-
-1
-1
194
Edp Renewables
Polska
HOLDCO,S.A
Poland
-
51%
PWC
Holding
28
230,326
-
-16,318
-16,318
214,036
Rampton,Sp z.o.o
Poland
-
100%
Not audited
Wind energy
production
280
-46
-
-40
-40
195
Moray Offshore
Renewable Power
limited
UK
-
100%
PWC
Photovoltaic
energy
production
25,929
26,795
-
611
611
53,335
EDP Renewables
North America, LLC
USA
-
100%
PWC
Photovoltaic
energy
production
3,859,595
-78,490
-
-42,641
-42,641
3,738,464
EDPR Servicios de
México, S. de R.L.
de C.V.
Mexico
-
100%
Unaudited
Wind energy
production
3,826
-1,977
-
-154
-154
1,695
Paulding Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
23,125
-15
-
342
342
23,452
EDPR Solar
Ventures II LLC
USA
-
100%
Unaudited
39,293
382
-
956
956
40,631
EDPR Solar
Ventures IV LLC
USA
-
100%
Unaudited
94,189
-
-
-42
-42
94,147
Rush County Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
2,413
-
-
-
-
2,413
North Slope Wind
Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Number Nine Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Pacific Southwest
Wind Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizon Wyoming
Transmissin LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Buffalo Bluff Wind
Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Sardinia Wind
power LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Cameron
Solar LLC
USA
-
100%
PWC
Wind energy
production
30,305
-779
-
1,018
1,018
30,544
2017 Sol II LLC
USA
-
100%
PWC
Wind energy
production
94,654
-16
-
-69
-69
94,569
2017 Vento XVII
LLC
USA
-
100%
PWC
Wind energy
production
505,344
-125
-
-123
-123
505,096
EDPR Wind
Ventures XVII,
L.L.C.
USA
-
100%
Unaudited
-
116,976
25,005
-
18,823
18,823
160,804
Estill Solar I LLC
USA
-
100%
PWC
Wind energy
production
33,165
-964
-
1,033
1,033
33,234
Horizaon Wind
energy Southwest
III LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Peterson Power
Partners LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Big River Wind
Power Project LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Tug Hill Windpower
LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Whiskey Ridge
Power Partners LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Wilson Creek
Power Project LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
81
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Black Prairie Wind
Farm II LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Black Prairie Wind
Farm III LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Simpson Ridge
Wind Farm II LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Simpson Ridge
Wind Farm III LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Simpson Ridge
Wind Farm IV LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Simpson Ridge
Wind Farm V LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Athena-Weston
Wind Power Project
II LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
17th Star Wind
Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Green Country
Wind Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Rolling Upland
Wind Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizaon Wind
energy Southwest
IV LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizon Wind
energy Valley I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Headwaters Wind
Farm II LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizon Wind
MREC Iowa
Partners LLC
USA
-
75%
Unaudited
-
-
-
-
-
-
-
Horizon
Wind Freeport
Windpower I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
2019 Sol V LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Edpr Solar Ventures
V LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Goldfinger Ventures
III LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Juniper Wind Power
Partners LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Wildcat Creek Wind
Farm LLC
USA
-
100%
Unaudited
223
-
-
-
-55
-55
168
Machias Wind Farm
LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Blue Canyon
Windpower VII LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
New Trail Wind
Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Western Trail Wind
Project I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Whistling Wind WI
Energy Center LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Simpson Ridge
Wind Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Reloj del Sol Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
5,326
-
-
-11
-11
5,315
Coos Curry Wind
Power Project
LLCC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Renville County
Wind Farm LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Ford Wind Farm
LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Gulf Coast
Windpower
Management
Company LLC
USA
-
75%
Unaudited
-
-
-
-
-
-
-
Horizaon
Wind energy
Northwest IV LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizaon
Wind energy
Northwest VII LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
82
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizaon
Wind energy
Northwest X LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizaon
Wind energy
Panhandle I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizaon
Wind energy
Southwest I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizaon
Wind energy
Southwest II LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Hog Creek Wind
Project LLC
USA
-
100%
Unaudited
Wind energy
production
89,618
2,330
-
2,001
2,001
93,949
Horizon Wind
Energy Midwest IX
LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Horizon
Wind energy
Northwest I LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Redbed Plains
Wind Farm LLC
USA
-
100%
PWC
Wind energy
production
140,878
175
-
-1,660
-1,660
139,393
Az Solar LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Windhub
Solar A LLC
USA
-
50%
Unaudited
Wind energy
production
33,739
-
-
-3
-3
33,735
Sunshine Valley
Solar LLC
USA
-
50%
Unaudited
Wind energy
production
185,615
-
-
-47
-47
185,542
Sun Strems LLC
USA
-
50%
Unaudited
Wind energy
production
296,965
-
-
-24
-24
296,941
2016 Vento XV LLC
USA
-
100%
PWC
436,265
-216
-
-137
-137
435,912
Solar Ventures
Purchasing LLC
USA
-
50%
Unaudited
Wind energy
production
-
-62,943
-
23,329
23,329
-39,614
2016 Vento XVI
LLC
USA
-
100%
PWC
Wind energy
production
163,946
-203
-
-124
-124
163,619
EDPR Wind
Ventures XV LLC
USA
-
100%
Unaudited
Wind energy
production
133,480
25,954
-
14,361
14,361
173,795
EDPR Wind
Ventures XVI LLC
USA
-
100%
Unaudited
Wind energy
production
63,793
2,702
-
2,386
2,386
68,881
2019 Sol III LLC
USA
-
50%
Unaudited
Wind energy
production
219,355
-
-
-1
-1
219,354
2019 Sol IV LLC
USA
-
50%
Unaudited
Wind energy
production
296,965
-
-
-
-
296,965
Riverstart Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr Offshore North
America LLC
USA
-
100%
Unaudited
Wind energy
production
65,182
-
-
-374
-374
64,808
Edpr Wind Ventures
XIX LLC
USA
-
100%
Unaudited
Wind energy
production
-
98,365
-
-78,310
-78,310
20,055
Edpr Wind Ventures
XX LLC
USA
-
100%
Unaudited
Wind energy
production
-
-154,273
-
128
128
-154,145
Edpr Wind Ventures
XXI LLC
USA
-
100%
Unaudited
Wind energy
production
32
-
-
-
-
32
Edpr Solar Ventures
III LLC
USA
-
100%
Unaudited
Wind energy
production
73,242
-
-
-62
-62
73,180
Athena-Weston
Wind Power Project
LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Lexington Chenoa
Wind Farm III LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Blackstone Wind
farm IV LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
WTP Management
comapny LLC
USA
-
100%
Unaudited
-
-
-
-
-
-
-
Blackstone Wind
Farm V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Canyon
Windpower III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Canyon
Windpower IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Broadlands Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Broadlands Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
83
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Chateaugay River
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cropsey Ridge
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Dairy Hills Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Diamond Power
Partners LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
East Klickitat Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Hidalgo Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-3
-3
-3
Wind Turbine
Prometheus LP
USA
-
99la%
Unaudited
Wind energy
production
5
-5
-
-
-
-
Quilt Block Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
131,741
6,611
-
4,414
4,414
142,766
Whitestone Wind
Purchasing LLC
USA
-
100%
Unaudited
Wind energy
production
3,544
-1,057
-
-263
-263
2,224
Blue Canyon
Windpower
V LLC
USA
-
51%
PWC
Wind energy
production
37,293
63,571
-
9,286
9,286
110,150
Sagebrush Power
Partners LLC
USA
-
100%
PWC
Wind energy
production
129,524
-18,977
-
1,157
1,157
111,704
Marble
River LLC
USA
-
100%
Unaudited
Wind energy
production
197,882
28,450
-
3,354
3,354
229,686
Blackstone Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
860455
-52
-
908
908
87,311
Aroostook Wind
Energy LLC
USA
-
100%
Unaudited
Wind energy
production
40,699
-4,809
-
-31
-31
35,859
Jericho Rise Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
123,459
10,805
-
-1,102
-1,102
133,162
Martinsdale Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
4,203
-25
-
-
-
4,178
Signal Hill
Wind Power Project
LLC
USA
-
100%
Unaudited
Wind energy
production
4
-4
-
-
-
-
Tumbleweed Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
4
-4
-
-
-
-
Stinson Mills Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
3,971
-88
-
-
-
3,883
OPQ
Property LLC
USA
-
100%
Unaudited
Wind energy
production
-26
181
-
-
-
155
Meadow Lake Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
176,946
-17,277
-
387
387
160,056
Wheat Field Wind
Power Project LLC
USA
-
51%
PWC
Wind energy
production
2,582
55,846
-
5,513
5,513
63,941
High Trail Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
141,695
76,532
-
-3,170
-3,170
215,057
Madison
Windpower LLC
USA
-
100%
PWC
Wind energy
production
14,906
-10,169
-
-773
-773
3,964
Mesquite
Wind LLC
USA
-
100%
PWC
Wind energy
production
111,911
59,883
-
2,463
2,463
174,257
BC2 Maple Ridge
Wind LLC
USA
-
100%
PWC
Wind energy
production
250,859
-27,510
-
-9,353
-9,353
213,996
Blue Canyon
Windpower II LLC
USA
-
100%
PWC
Wind energy
production
101,335
7,311
-
-2,265
-2,265
106,381
Telocaset
Wind Power
Partners LLC
USA
-
51%
PWC
Wind energy
production
25,714
61,633
-
7,704
7,704
95,051
Post Oak
Wind LLC
USA
-
51%
PWC
Wind energy
production
128,573
68,865
-
1,843
1,843
199,281
High Prairie Wind
Farm II LLC
USA
-
51%
PWC
Wind energy
production
62,086
19,794
-
4,296
4,296
86,176
Old Trail Wind Farm
LLC
USA
-
51%
PWC
Wind energy
production
147,990
64,713
-
13,679
13,679
226,382
Cloud County Wind
Farm LLC
USA
-
51%
PWC
Wind energy
production
154,071
27,029
-
5,505
5,505
186,605
Pioneer Prairie
Wind Farm I LLC
USA
-
51%
PWC
Wind energy
production
221,504
94,560
-
14,122
14,122
330,186
Arlington Wind
Power Project LLC
USA
-
51%
PWC
Wind energy
production
77,316
19,923
-
2,845
2,845
100,084
Rail Splitter Wind
Farm LLC
USA
-
100%
PWC
Wind energy
production
180,454
-46,959
-
-4,203
-4,203
129,292
84
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Hampton
Solar II LLC
USA
-
100%
PWC
Wind energy
production
31,636
-534
-
1,769
1,769
32,871
Meadow
Lake Wind Farm II
LLC
USA
-
100%
PWC
Wind energy
production
132,398
-12,388
-
-1,167
-1,167
118,843
Black Prairie Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
1,048
-2
-
-
-
1,046
Meadow Lake Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
80,069
-5,046
-
129
129
75,152
Blackstone Wind
Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
188,968
-199
-
1,133
1,133
189,902
Saddleback Wind
Power Project LLC
USA
-
100%
Unaudited
Wind energy
production
1,202
-1,202
-
-
-
-
Meadow
Lake Wind Farm III
LLC
USA
-
100%
Unaudited
Wind energy
production
87,232
4,604
-
1,417
1,417
93,253
2007
Vento I LLC
USA
-
100%
PWC
Wind energy
production
527,924
41,993
-
3,574
3,574
573,491
2007
Vento II LLC
USA
-
51%
PWC
Wind energy
production
370,429
-4,588
-
-155
-155
365,686
2008
Vento III LLC
USA
-
51%
PWC
Wind energy
production
458,829
-5,590
-
-537
-537
452,702
2009
Vento IV LLC
USA
-
100%
PWC
Wind energy
production
181,568
-1,145
-
-125
-125
180,298
2009
Vento V LLC
USA
-
51%
PWC
Wind energy
production
38,420
-1,121
-
-31
-31
37,268
2009
Vento VI LLC
USA
-
100%
N/A
Wind energy
production
112,549
-958
-
-117
-117
111,474
2019 V
ento XX LLC
USA
-
100%
N/A
Wind energy
production
33,268
-
-
-
-
33,268
2019 Vento XXI
LLC
USA
-
100%
N/A
Wind energy
production
-
-
-
-
-
-
Horizon Wind
Ventures I LLC
USA
-
100%
Unaudited
Wind energy
production
153,769
430,129
-
-3,344
-3,344
580,554
Horizon Wind
Ventures II LLC
USA
-
100%
Unaudited
Wind energy
production
125,154
13,391
-
2,447
2,447
140,992
Horizon Wind
Ventures III LLC
USA
-
51%
Unaudited
Wind energy
production
-
23,652
-
4,376
4,376
28,028
Horizon Wind
Ventures VI LLC
USA
-
100%
Unaudited
Wind energy
production
63,658
9,992
-
1,864
1,864
75,514
Clinton County
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
197,889
-7
-
-
-
197,882
Antelope Ridge
Wind Power Project
LLC
USA
-
100%
Unaudited
Wind energy
production
11,420
-11,420
-
1
1
-
Lexington Chenoa
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
711
-535
-
-
-
176
Blackstone Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
5,586
-5,586
-
8
8
8
Lexington Chenoa
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
140,872
-73
-
365
365
141,164
Paulding Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
26
-26
-
-
-
-
Paulding Wind
Farm II LLC
USA
-
51%
PWC
Wind energy
production
80,729
39,403
-
5,939
5,939
126,071
Meadow Lake Wind
Farm V LLC
USA
-
100%
PWC
Wind energy
production
141,165
3,049
-
3,215
3,215
147,429
Waverly Wind Farm
LLC
USA
-
51%
Unaudited
Wind energy
production
239,024
16,017
-
4,016
4,016
259,057
Blue Canyon
Windpower VI LLC
USA
-
100%
PWC
Wind energy
production
85,327
14,409
-
1,944
1,944
101,680
Paulding Wind
Farm III LLC
USA
-
100%
PWC
Wind energy
production
163,076
7,440
-
1,534
1,534
172,050
2010 Vento VII LLC
USA
-
100%
PWC
Wind energy
production
133,385
-890
-
-124
-124
132,371
2010 Vento VIII LLC
USA
-
100%
PWC
Wind energy
production
130,633
-1,033
-
-123
-123
129,477
2011 Vento IX LLC
USA
-
51%
PWC
Wind energy
production
81,527
-801
-
-122
-122
80,604
Horizon Wind
Ventures VII LLC
USA
-
100%
Unaudited
Wind energy
production
82,368
10,523
-
1,848
1,848
94,739
Horizon Wind
Ventures VIII LLC
USA
-
100%
Unaudited
Wind energy
production
87,242
5,689
-
1,723
1,723
94,654
85
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizon Wind
Ventures IX LLC
USA
-
51%
Unaudited
Wind energy
production
44,742
-4,225
-
1,591
1,591
42,108
EDPR Vento IV
Holding LLC
USA
-
100%
PWC
Wind energy
production
61,416
-
-
-
-
61,416
Headwaters Wind
Farm LLC
USA
-
51%
Unaudited
Wind energy
production
234,620
34,930
-
7,414
7,414
276,964
Lone Valley Solar
Park I LLC
USA
-
51%
Unaudited
Wind energy
production
22,551
922
-
248
248
23,721
Lone Valley Solar
Park II LLC
USA
-
51%
Unaudited
Wind energy
production
39,260
3,869
-
820
820
43,949
Rising Tree Wind
Farm LLC
USA
-
51%
PWC
Wind energy
production
105,860
18,438
-
7,641
7,641
131,989
Arbuckle Mountain
Wind Farm LLC
USA
-
51%
PWC
Wind energy
production
135,698
-2,726
-
-1,757
-1,757
131,215
Hidalgo Wind Farm
LLC
USA
-
100%
PWC
Wind energy
production
312,233
10,817
-
-2,031
-2,031
321,019
Rising
Tree Wind Farm III
LLC
USA
-
51%
PWC
Wind energy
production
137,761
19,138
-
5,422
5,422
162,321
Rising Tree Wind
Farm II LLC
USA
-
51%
PWC
Wind energy
production
24,869
3,442
-
863
863
29,174
Wheat Field Holding
LLC
USA
-
51%
PWC
Wind energy
production
2,664
-70
-
-26
-26
2,568
EDPR WF LLC
USA
-
100%
Unaudited
Wind energy
production
43,900
-
-
-
-
43,900
Sustaining Power
Solutions LLC
USA
-
100%
Unaudited
Wind energy
production
74,883
-59,847
-
-10,797
-10,797
4,239
Green Power
Offsets LLC
USA
-
100%
Unaudited
Wind energy
production
9
-9
-
-
-
-
Arkwright Summit
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
170,942
-2,148
-
5,965
5,965
174,759
EDPR Vento I
Holding LLC
USA
-
100%
Unaudited
Wind energy
production
265,302
-
-
-
-
265,302
Turtle Creek Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
256,181
272
-
4,629
4,629
261,082
Rio Blanco Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
2,704
-
-
-1
-1
2,703
Plum Nellie Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Five-Spot LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horizon Wind
Chocolate Bayou I
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Alabama Ledge
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Ashford Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Alabama Solar Park
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blackford Country
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Esker Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Greenbow Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Holly Hill Solar Park
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Pleasantville
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Mineral Springs
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Black Prairie Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Duff Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Broadlands Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
38,275
-
-
-17
-17
38,258
Eastmill Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Lowloand Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
86
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
EDPR Wind
Ventures X LLC
USA
-
100%
Unaudited
Wind energy
production
24,820
43,639
-
8,980
8,980
77,439
EDPR Wind
Ventures XI LLC
USA
-
51%
Unaudited
Wind energy
production
64,547
26,562
-
10,237
10,237
101,346
EDPR Wind
Ventures XII LLC
USA
-
51%
Unaudited
Wind energy
production
34,997
2,473
-
2,108
2,108
39,578
EDPR Wind
Ventures XIII LLC
USA
-
51%
Unaudited
Wind energy
production
70,574
14,901
-
6,858
6,858
92,333
EDPR Wind
Ventures XIV LLC
USA
-
51%
Unaudited
Wind energy
production
30,091
14.3911
-
7,302
7,302
52,304
Crossing Trails
Wind Power Project
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Moonshine Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Sedge Meadow
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Helena Harbor
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Headwaters Wind
Farm III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loki Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Leprechaun solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Little brook Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Bright Stalk Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Crossing trails Wind
Power Project II
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Headwaters Wind
Farm IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blackford country
Wind farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Prospector Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Rye Patch Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loblolly Hill solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Meadow lake Wind
farm VIII LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loyal Wind Farm
LLC
USA
-
10%
Unaudited
Wind energy
production
-
-
-
-
-
-
Marathon wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Cielo Solar Park
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Quilt
block Wind Farm II
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Shullsburg Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Loma de la Gloria
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Wrangler Solar Park
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
San clemente Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Indiana Crossroads
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Indiana Crossroads
Wind Farm II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Bayou bend Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Poplar Camp Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Avondale
Solar Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Crittenden Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
87
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Coldwater Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Meadow Lake Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Nine Kings Wind
Farm LLC
USA
-
50%
Unaudited
Wind energy
production
-
-
-
-
-
-
Nine kings Transco
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Sweet Stream Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Harvest Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Franklin Wind Farm
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr South Table
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Casa Grande
Carmel
Solar LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Paulding Wind
Farm V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Waverly wind Farm
II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Spruce Ridge Wind
farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2015
Vento XIV LLC
USA
-
51%
PWC
Wind energy
production
238,896
-301
-
-119
-119
238,476
2011
Vento X LLC
USA
-
100%
PWC
Wind energy
production
87,658
-755
-
-121
-121
86,782
Blue Marmot I LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Drake Peak Solar
ParK LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot VI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot VII
LLc
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2014 Vento XI LLC
USA
-
51%
PWC
Wind energy
production
234,499
-43
-
-25
-25
234,431
EDPR Solar
Ventures I LLC
USA
-
100%
Unaudited
Wind energy
production
37,285
3,301
-
903
903
41,489
2014 Sol I LLC
USA
-
51%
PWC
Wind energy
production
62,379
-324
-
-83
-83
61,972
2014
Vento XII LLC
USA
-
51%
PWC
Wind energy
production
131,226
-63
-
-13
-13
131,150
Blue Marmot VIIII
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
2015
Vento XIII LLC
USA
-
51%
PWC
Wind energy
production
274,270
-535
-
-106
-106
273,629
2018 Vento XVIII
LLC
USA
-
100%
Unaudited
Wind energy
production
450,429
-26
-
-188
-188
450,215
Blue Marmot IX LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue Marmot Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue
Marmot XI
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Horse Mountain
Wind Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
EDPR Wind
Ventures XVIII LLC
USA
-
100%
Unaudited
Wind energy
production
212,214
1,653
-
7,057
7,057
220,924
Riverstart Solar
Park II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Long Hollow Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
88
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Horizon
Wind Ventures IB
LLC
USA
-
51%
Unaudited
Wind energy
production
-
166,108
-
-24,700
-24,700
141,408
Horizon
Wind Ventures IC
LLC
USA
-
51%
Unaudited
Wind energy
production
245,764
163,616
-
2,212
2,212
411,592
Castle Valley Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
White Stone Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Riverstart Solar
Park III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Dry Creek Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Lost Lakes Wind
Farm LLC
USA
-
100%
Unaudited
Wind energy
production
111,524
-1,642
-
2,527
2,527
112,409
Riverstart Solar
Park IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Riverstart Solar
Park V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Timber Road Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Paulding Wind
Farm VI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr Ca Solar
Park LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr CA Solar
Park II LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr CA Solar
Park III LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr CA Solar
Park IV LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr CA Solar
Park V LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edpr CA Solar
Park VI LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
BC2
Maple Ridge
Holdings LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
North river Wind
LLC
USA
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
EDP Renewables
Canada LTD.
Canada
100%
-
Unaudited
Holding
46,066
23,310
-
4,411
4,411
73,787
EDP Renewables
Sharp Hills
Project LP
Canada
-
100%
Unaudited
Wind energy
production
35
-183
-
-191
-191
-339
SBWF GP Inc.
Canada
-
51%
Unaudited
Wind energy
production
1
1
-
-
-
2
South Dundas Wind
Farm LP
Canada
-
51%
PWC
Wind energy
production
14,669
13,116
-
3,437
3,437
31,222
Nation Rise Wind
Farm GP Inc.
Canada
-
25%
Unaudited
Wind energy
production
1
-
-
-
-
1
South Branch Wind
Farm II GP Inc.
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
South
Branch Wind Farm
II LP
Canada
-
100%
Unaudited
Wind energy
production
187
-211
-
-189
-189
-213
EDP Renewables
Sharp Hills Project
GP Ltd.
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Canada
Management
Services LTD
Canada
-
100%
Unaudited
Wind energy
production
-
-2,607
-
-
-
-2,607
Edp Renewables
Sask Se GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Sask SE Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-135
-
-236
-236
-371
Kennedy Wind
farm GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Keneedy Wind farm
Limited Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-135
-
-64
-64
-199
89
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Bromhead Solar
Park Gp Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Bromhead Solar
Park Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-135
-
-64
-64
-199
Halbrite Solar Park
Gp Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Halbrite Solar Park
Limited Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-135
-
-64
-64
-199
Blue Bridge Solar
Park Gp Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Blue bridge Solar
Park Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
-
-135
-
-64
-64
-199
Edp Renewables
Sh II Project GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Edp Renewables
Sh II Project GP Ltd
Canada
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Nation Rise Wind
farm GP II inc
Canada
-
100%
Unaudited
Wind energy
production
3
-1
-
-2
-2
-
Quatro Limited
Partnership
Canada
-
100%
Unaudited
Wind energy
production
33,633
-10,492
-
-23,141
-
-
EDP Renováveis
Brasil, S.A.
Brazil
100%
-
PWC
Holding
190,846
4,916
-
72,781
72,781
268,543
Central Nacional
de Energia Eólica,
S.A.
Brazil
-
51%
PWC
Wind energy
production
2,745
368
-
1,234
1,234
4,347
Elebrás Projetos,
S.A.
Brazil
-
51%
PWC
Wind energy
production
22,982
2,001
-
7,191
7,191
32,174
Central
Eólica Baixa do
Feijão I, S.A.
Brazil
-
51%
PWC
Wind energy
production
8,685
2,683
-
-187
-187
11,181
Central
Eólica Baixa do
Feijão II, S.A.
Brazil
-
51%
PWC
Wind energy
production
8,980
2,899
-
-240
-240
11,639
Central
Eólica Baixa do
Feijão III, S.A.
Brazil
-
51%
PWC
Wind energy
production
14,929
1,720
-
-905
-905
15,744
Central
Eólica Baixa do
Feijão IV, S.A.
Brazil
-
51%
PWC
Wind energy
production
9,840
2,324
-
-527
-527
11,637
Central Eólica JAU,
S.A.
Brazil
-
51%
PWC
Wind energy
production
38,544
9,903
-
500
500
48,947
Central Eólica
Aventura I, S.A.
Brazil
-
50.99%
PWC
Wind energy
production
18,088
493
-
-176
-176
18,405
Central Eólica
Aventura II, S.A.
Brazil
-
100%
Unaudited
Wind energy
production
82
-104
-
-24
-24
-46
Central Eólica
Boqueirao I,S.A.
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Central Eólica
Boqueirao II, S.A.
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Central Eólica
Catanduba I, S.A.
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Central Eólica
Catadunba II, S.A.
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-
-
-
Jerusalém
Holding,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-11
-11
-11
Central Eólica
Monte Verde VI,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-
-
-2
-2
-
Monte Verde
holding,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-11
-11
-11
Central Eóílica
Aventura III,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-98
-
-16
-16
-114
Central Eólica
Aventura IV,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-114
-
-18
-18
-130
Central Eólica
Aventura V,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
--14
-
-18
-18
-130
Srmn Holding S,A
Brazil
-
100%
Unaudited
Wind energy
production
-
-
-
-104
-104
-104
Central Eólica Srmn
I,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-130
-
-27
-27
-157
Central Eólica Srmn
II,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-114
-
-18
-18
-132
Central Eólica Srmn
III,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-130
-
-19
-19
-149
90
EDPR 2020 ANNUAL REPORT
THOUSAND EUROS
GROUP
COMPANIES
REGISTERED
OFFICE
DIRECT
%
INDIRECT
%
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY
ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Central Eólica Srmn
IV,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-131
-
-19
-19
-150
Central Eólica Srmn
V,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-98
-
-17
-17
-115
Aventura
Holding,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-19
-
-79
-79
-98
Central Eólica
Monte Verde I,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-547
-
-2
-2
-547
Central Eólica
Monte Verde II,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-547
-
-2
-2
-547
Central Eólica
Monte Verde III,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-479
-
-2
-2
-479
Central Eólica
Monte Verde IV,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-377
-
-1
-1
-376
Central Eólica
Monte Verde V,S.A
Brazil
-
100%
Unaudited
Wind energy
production
2
-274
-
-1
-1
-376
Central Solar
Pereira Barreto
I,LTDA.
Brazil
-
100%
Unaudited
Wind energy
production
221
-
-
-10
-10
211
Central Solar
Pereira Barreto
II,LTDA.
Brazil
-
100%
Unaudited
Wind energy
production
224
-1
-
-10
-10
213
Central Solar
Pereira Barreto
III,LTDA.
Brazil
-
100%
Unaudited
Wind energy
production
224
-
-
-11
-11
213
Central Solar
Pereira Barreto
IV,LTDA.
Brazil
-
100%
Unaudited
Wind energy
production
224
-1
-
-10
-10
213
Central Solar
Pereira Barreto
V,LTDA.
Brazil
-
100%
Unaudited
Wind energy
production
224
-
-
-9
-9
215
Central Eólica
Jerusalém I,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-239
-
-2
-2
-241
Central Eólica
Jerusalém II,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-239
-
-2
-2
-241
Central Eólica
Jerusalém III,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-239
-
-2
-2
-241
Central Eólica
Jerusalém IV,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-239
-
-2
-2
-241
Central Eólica
Jerusalém V,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-239
-
-2
-2
-241
Central Eólica
Jerusalém VI,S.A
Brazil
-
100%
Unaudited
Wind energy
production
-
-274
-
-2
-2
-276
*Companies included in the tax group that the Company belongs to (note 19)
THOUSAND EUROS
JOINTLY
CONTROLLED
ENTITIES AND
ASSOCIATES
REGISTERED
OFFICE
%
DIRECT
%
INDIRECT
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Aprofitament
D´Energies
Renovables
de l´Ebre S.l
Spain
-
13,%
J..G.
Valls
Infrastructure
management
14,933
-7,100
-
-85
-85
7,748
Biomasas
del Pirineo, S.A.
Huesca,
Spain
-
30%
Unaudited
Biomass
electricity
production
455
-217
-
-
-
238
Sistemas Eólicos
tres Cruces,S.L
Soria, Spain
-
25%
Unaudited
Wind energy
production
50
-19
-
-
-
31
Desarrollos
Energéticos
del Val,S.l
Soria, Spain
-
25%
Unaudited
Wind energy
production
137
153
-
-
-
290
Parque Eólico
Sierra del
Madero, S.A.
Soria, Spain
-
42%
Kpmg
Wind energy
production
7,194
23,563
-
3,662
3,662
34,419
Desarrollos
Eólicos de
Canarios, S.A.
Las Palmas
de Gran
Canaria,
Spain
-
45%
PWC
Wind: Wind
farm
development
1,817
638
-
1,610
1,610
4,065
Solar Siglo
XXI, S.A.
Ciudad Real,
Spain
-
25%
Unaudited
Wind energy
production
80
-18
-
-
-
62
91
THOUSAND EUROS
JOINTLY
CONTROLLED
ENTITIES AND
ASSOCIATES
REGISTERED
OFFICE
%
DIRECT
%
INDIRECT
AUDITOR
ACTIVITY
CAPITAL
RESERVES
OTHER
EQUITY ITEMS
NET PROFIT
TOTAL
EQUITY
CONTINUING
OPERATIONS
TOTAL
Parque Eólico
Belmonte, S.A.
Madrid,
Spain
-
30%
Kpmg
Wind energy
production
120
5,542
-
1,384
1,384
7,047
Eoliennes
en Mer Dieppe -
Le Tréport,
S.A.S.
France
-
29.5%
Ernst
& Young
Wind energy
production
31,436
-3,258
-
-694
-694
27,484
Eoliennes en
Mer iles d´Yeu et
de Noirmoutier,
S.A.S
France
-
29.5%
Ernst
& Young
Wind energy
production
36,376
-3,316
-
-712
-712
32,348
Les Eoliennes
Flottantes du
Golfe du Lion,
S.A.S
France
-
35%
Ernst
& Young
Wind energy
production
40
-5,144
-
1,371
1,371
-3,733
Les Eoliennes
en Mer Services,
S.A.S.
France
-
29.5%
Ernst
& Young
Wind energy
production
40
1,144
-
360
360
1,544
Dunkerque
Éoliennes
en Mer, S.A.S
France
-
32%
Unaudited
Wind energy
production
10
-
-
-
-
10
Ceprastur, A.I.E.
Spain
-
57%
Unaudited
Mini-
hydroelectric:
electricity
production
361
13
-
-5
-5
369
Windplus,S.A
Portugal
-
54.4%
PWC
Wind energy
production
1,250
1,312
-
-3,609
-3,609
-1,047
Evolución
2000,S.L
Spain
-
49,%
PWC
Wind energy
production
118
19,566
-
2,521
2,521
22,205
Desarrollos
energéticos
Canarias, S.A
Spain
-
50%
Unaudited
Wind: Wind
farm
development
60
-25
-25
-
-
10
Compañía Eólica
Aragonesa, S.A
Spain
-
50%
PWC
Wind energy
production
6,701
83,941
-
1,018
1,018
91,660
Frontier Beheer
nederland,B.V
Netherlands
-
30%
Unaudited
Wind energy
production
1
-
-
-
-
1
Frontier,C.V
Netherlands
-
30%
Unaudited
Wind energy
production
1
-
-
-
-
1
Solar Works! B.V
Netherlands
-
20%
RSM
Global
Wind energy
production
0
3,161
-
-345
-345
2,816
Goldfinger
Ventures LLC
USA
-
50%
Unaudited
Wind energy
production
137,955
-
-
-47
-47
137,908
Goldfinger
Ventures II LLC
USA
-
50%
Unaudited
Wind energy
production
208,332
-
-
-67
-67
208,265
Nine Kings
Wind Farm LLC
USA
-
50%
Unaudited
Wind energy
production
-
-
-
-
-
-
Solar Ventiures
Acquisition LLC
USA
-
50%
Unaudited
Wind energy
production
-49,626
-
-
52,356
52,356
2,730
Nation Rise
Wind Farm GP
inc
Canada
-
25%
Unaudited
Wind energy
production
1
-
-
-
-
1
Flat Rock
Windpower II
LLC
USA
-
50%
PWC
Wind energy
production
210,934
-98,991
-
-8,425
-8,425
103,518
Flat Rock
Windpower LLC
USA
-
50%
PWC
Wind energy
production
535,824
-261,989
-
-20,992
-20,992
252,844
Blue Canyon
Windpower LLC
USA
-
25%
PWC
Wind energy
production
56,837
-41,401
-
1,653
1,653
17,089
Mayflower Wind
Energy LLC
USA
-
50%
Unaudited
Wind energy
production
158,822
-
-
1,958
1,958
160,780
2018 Vento XIX
LLC
USA
-
20%
Unaudited
Wind energy
production
482,580
-
-
-126
-126
482,454
Korean Floating
Wind Power
Co,Ltd
KOREA
-*
61%
Unaudited
Wind energy
production
8
-17
-
-819
-819
-828
Moray West
Holdings limited
United
Kingdom
-
67%
Unaudited
Wind energy
production
1
-14
-
-20
-20
-33
Moray East
Holdings Limited
United
Kingdom
-
33.3%
PWC
Wind energy
production
11,754
-14
-
9
9
11,749
2020 Individual Management Report
01 The Company
94
02 Company Business
95
Business environment
95
Strategy
97
Operational performance
98
Financial performance
99
Non-financial information
99
Information on average payment terms to suppliers
99
03 Foreseeable Execution
100
04 Research, Development & Technological Innovation 100
05 Relevant & Subsequent Events
101
Relevant events of the period
101
Subsequent events
102
06 Own Shares
104
07 Risk Management
104
Annex I: Corporate Governance
107
Annex II: Remuneration Report
198
Annex III: Statement of Compliance on SCIRF
207
Annex IV:
Auditor’s Report
on SCIRF
208
94
ANNUAL REPORT EDPR 2020
Individual
Management Report
EDP RENOVÁVEIS, S.A.
Management Report of December 2020
The Annual Corporate Governance Report for the year 2020 is included as an Annex to this Management Report, forming
an integral part thereof.
The non-financial information required by the regulations has been included in the Consolidated Management Report of the
EDP Renováveis Group.
1. The Company
EDP Renováveis, S.A. (hereinafter referred to as “EDP Renováveis”, “EDPR” or “Company”) was incorporated on
4 December 2007. Its main corporate objective is to engage in activities related to the electricity sector, namely the
planning, construction, operation and maintenance of electricity generating power stations, using renewable energy
sources, mainly wind. The registered offices of the company are located in Oviedo, Spain.
Registered at:
Plaza del Fresno, Nº 2, Oviedo, Spain
Headquarters:
Serrano Galvache 56, Centro Empresarial Parque Norte, Edificio Olmo, 7
th
Floor. 28033 Madrid, Spain
C.I.F.:
Nº A-74219304
EDPR total share capital is, since its initial public offering (IPO) in June 2008, EUR 4,361,540,810 consisting of issued and
fully paid 872,308,162 shares with nominal value of EUR 5.00 each. All the shares are part of a single class and series and
are admitted to trading on the Euronext Lisbon regulated market.
•
ISIN: ES0127797019
•
LEI: 529900MUFAH07Q1renfeTAX06
EDP Group
–
Major Shareholder
EDPR main shareholder is EDP
–
Energias de Portugal, S.A., through EDP
–
Energias de Portugal, S.A. Sucursal en
España (hereinafter referred as “EDP”), with 82.6% of share capital and voting rights.
For more information on EDPR's capital structure, see chapter 1.3. Organization of the Consolidated Management Report.
95
2. Company Business
Business environment
Green recovery
COVID-19 is not only a global pandemic and public health crisis; it has also severely damaged the global economy and
financial markets. However, it has also boosted the climate movement and the sense of urgency in climate action, leading to
bolder commitments from countries all around the world.
We are now at a pivotal moment, as national governments are designing stimulus packages to revive their economies.
The recovery from COVID-19 is showing a new will to set ambitious mitigation targets, which can strengthen the case for
accelerating the transition to a climate-neutral society. Low carbon policies can not only mitigate climate and health risks,
but also reactivate the world economy. In this context, renewables must be at the heart of rebuilding policies as they are the
cheapest generating alternative in most countries, while they can also stimulate
the economy by creating “green” jobs,
ensuring energy security and saving money from fossil fuel imports.
Demand for “Green recovery” is materializing in different ways, including more ambitious emission and renewable targets.
In December 2020, the world celebrated the 5th anniversary of the Paris Agreement and the United Nations hosted an
important summit in which 75 countries announced new commitments, with 24 pledging to reach carbon neutrality.
In Europe, the Green Deal announced in December 2019 is at
the heart of the EU’s strategy to drive the economic recovery
from the COVID-19 pandemic, in particular through the so-
called “Next Generation EU”, a €750 billion recovery instrument
announced in May 2020. Around 30% of the €750 billion fund will be used
to support decarbonization, in addition to the
€1 trillion previously announced by the Green Deal. Additionally, several EU Member countries are announcing national
recovery plans, some of which have substantial green components. In parallel, EU leaders agreed in December 2020 to cut
the bloc’s net emissions by at least 55% by 2030, compared to 1990 levels, increasing considerably from its previous level
of 40%. To achieve this, the European Commission (EC) is preparing its “Fit for 55 Package” of proposal
s, an umbrella term
for all the revisions and initiatives linked to the 55% emission reduction target. The Renewable Energy Directive will need
to be reviewed, to align the current “at least 32% renewable target by 2030” with the new 55% emission reductio
n target.
In the US, president Joe Biden signed on its first day of mandate an executive order to reinstate the US to the Paris Climate
agreement, which highlights the urgency of tackling climate change.
In 2020, many countries have also adopted net zero emission targets by 2050. As of today, at least 8 countries have
already put the commitment into law (Norway, Denmark, New Zealand, the UK, Hungary, Germany, Sweden and France),
while others, like the EU have proposed the legislation (under the EU Green Deal) and are awaiting ratification. Together,
net zero commitments so far represent nearly 50% of global CO2 emissions and 50% of global GDP, which could increase
importantly if the US were to join as well, in line with current President Biden recent announcement. Other large economies
are also considering to becoming carbon neutral, like Japan and South Africa (in 2050) or China (in 2060).
Companies have also shown a growing environmental awareness in 2020, despite the severe turmoil caused by the global
pandemic. According to the analysis by the non-profit global Climate-Disclosure Project platform (CDP), the number of
major companies who’ve disclosed their environmental impact and committed to reducing it increased 14% in 2020.
96
ANNUAL REPORT EDPR 2020
The evolution of renewables around the world in 2020
Wind
Global wind additions are likely to witness considerable growth in 2020
1
, with analysts
2
forecasting around 60-72 GW of new
capacity, vs 60.4 GW in 2019. For example, according to the latest market outlook published by the Global Wind Energy
Council (GWEC), wind could increase as much as 71.3 GW in 2020, despite the impact of the COVID-19 pandemic.
However, as China announced in January 2020 the staggering figure of nearly 72 GW of wind additions in 2020 (nearly
tripling the amount of capacity in 2019), worldwide wind additions are now expected to be much higher, probably around
100-112 GW
3
. All forecasts highlight wind industry resilience during the pandemic crisis. Despite that national lockdowns led
to a slowdown of construction activity (essentially caused by supply chain disruptions and logistical challenges) in the first
half of the year, deployment accelerated in the second half. The offshore wind sector has also proved to be resilient.
According to preliminary data, around 6.9 GW could have been connected, around 4 GW in China, and 2.9 GW in Europe.
In Europe, the wind industry experienced disruptions in the first semester but total additions were nevertheless comparable
to previous years. According to Wind Europe, 3.9 GW of onshore wind facilities were connected in the first six months of the
year, slightly over the average of the previous three years (3.7 GW) while offshore installations were slightly below the
three-year average (1.2 GW in 2020 vs 1.5 GW in 2017-2019). Overall, preliminary results are particularly encouraging
considering that wind installations are typically higher in the second half of the year, mainly due to the strongest activity in
summer months, suggesting that total 2020 additions could easily surpass the 10 GW threshold (Wind Europe expects
around
14 GW). In 2020, wind power contributed to 15% of Europe’s total electricity generation, its highest
-ever share, according
to a report released by Enappsys Ltd.
In the US, developers commissioned 16.9 GW of new onshore wind capacity, far more than the previous record of 13.2 GW
in 2012, according to the American Clean Power Association. This is partly explained by the rush of wind developers to
connect their projects before the phase-out of the full value of the US production tax credit (PTC) at the end of 2020.
China remained the undisputed world’s wind power leader, adding 71.6 GW of wind energy, more than
double the previous
record (29.4 GW in 2025) according to the National Energy Administration (NEA). Despite challenges posed by COVID-19
pandemic, developers in China were rushing to complete projects before the phase-out of the current remuneration scheme.
It has been a particularly good year for offshore wind installations as it is estimated that around 3.5-4 GW of offshore wind
facilities have been added. However, given astonishing total figure of 71.6 GW (that includes both onshore and offshore
facilities), offshore additions could be much higher. After this surge of new installations, China may become the largest
offshore wind operator worldwide in 2020 or 2021 the latest.
Solar PV
Solar PV grew robustly around the world in 2020 despite the turmoil caused by the COVID-19 crisis. Although final data
are still being collected, experts points out that around 106-132 GW of new facilities could have been connected in 2020
4
.
Therefore, 2020 final figure is expected to be in line with 2019 data (108 GW) or, more likely, above.
In Europe, 18.2 GW of solar PV capacity was added, up 11% from the 16.2 GW installed in 2019, according to Solar Power
Europe. With this surge in new installations, the European solar PV industry proved its resilience during the coronavirus
pandemic as 2020 was the second-best year for installations, only behind 2011 when 21.4 GW were installed. Over the past
12 months, Germany led the way with 4.8 GW of new installations, followed by 2.8 GW in the Netherlands and 2.6 GW in
Spain. Poland more than doubled its additions to 2.2 GW, and France installed 0.9 GW.
1
At the time of preparation of this report, data from the Global Wind Wnergy Council (GWEC), the American Wind Energy Association (AWEA) or Wind
Europe, have not been released.
2
Experts consulted include: GWEC, IHS markit, bloomberg new energy finance, international energy agency, wood mackenzie, IEA, wind europe and
US energy information administration, among others.
3
Most of the experts consulted had forecast that China would install around 30 GW of wind in 2020, therefore, 40 GW below the final figure.
4
Experts consulted included: BNEF, IHS, Wood Mackenzie, IEA, The Solar Energy Industries associations (SEIA) among others.
97
In the US, utility-scale solar additions more than doubled from 2019 levels, as 11,158 MW were connected in 2020,
according to the Energy Information Administration (EIA). With those additions, there are now more than 47 GW of solar
PV operating in the US, enough to power 11 million American homes.
China remains the largest market. According to the National Energy Administration, the country added 48 GW of solar PV
additions, exceeding all expectations. This figure largely surpasses the 30.1 GW added in 2019, although it remains below
the 2017 record of 52.8 GW.
Strategy
Since its inception, EDPR has been performing a strategy focused on selective growth, by investing in quality projects
with predictable future cash-flows and seamless execution, supported by core competences that yield superior profitability,
all embedded within a distinctive and self-funding model designed to accelerate value creation. As a result of undertaking
such strategy, at the same time flexible enough to accommodate changing business and economic environments, EDPR
remains today a leading company in the renewable energy industry.
EDPR’s strategy is supported by its three main pillars:
For more information on EDPR, see chapter 2.2 Strategy of the Consolidated Management Report.
98
ANNUAL REPORT EDPR 2020
Operational performance
Through its subsidiaries, as of December 2020, EDPR managed a global portfolio of 12.2 GW, of which Europe accounted
for 40%, including 2.3 GW in Spain, 1.2 GW in Portugal and 1.4 GW in RoE, North America for 56%, including 6.3 GW in
the US, 0.4 GW in Mexico and 68 MW in Canada and the remaining 0.4 GW in Brazil representing 4% of the portfolio.
Since Dec
‐
19, EDPR added a total of 1,580 MW, including the 486 MW from the acquisition of the renewables business
of Viesgo. In 2020, EDPR added 1,157 MW of wind onshore, corresponding to 640 MW in Europe, namely 436 MW in Spain
(15 MW from equity stake), 84 MW in Portugal (20 MW from equity stake), 73 MW in France, 58 MW in Poland and 10 MW
in Belgium, while in North America 517 MW of wind were built, more precisely 587 MW in United States and 38 MW in
Canada. In terms of solar PV, 200 MW were installed in Mexico, whilst 10 MW of wind offshore, corresponding to Windplus
floating
in Portugal (equity stake), were built.
Pursuing its Sell-down strategy, EDPR successfully concluded the Sell-down of its entire ownership in the 137 MW
Babilonia wind farms in Brazil, 237 MW in a Spanish portfolio, 80% sell-down of a 563 MW portfolio in the US (of which 200
MW will become operational in 2021) and a 102 MW Build and Transfer wind farm in US. All in all, in 2020, EDPR YTD
consolidated portfolio net variation was positive by 806 MW.
As of December 2020, EDPR installed capacity was:
INSTALLED CAPACITY (MW)
VS.
2019
Dec-20
Built
Sold
Decom.
Var. YoY
Spain
2,137
401
-237
-
163
Portugal
1,228
64
-
-
64
Rest of Europe
1,403
140
-
-
140
France
126
83
-
-
73
Belgium
10
-
-
-
10
Italy
271
-
-
-
-
Poland
476
58
-
-
58
Romania
521
-
-
-
-
Europe
4,769
605
-237
-
367
US
5,828
587
-465
-8
114
Canada
68
38
-
-
38
Mexico
400
200
-
-
200
North America
6,296
825
-465
-8
352
Brazil
436
105
-137
-
-32
Total
11,500
1,535
-839
-8
688
Equity Consolidated
668
45
73
-
118
Wind Onshore (SP + PT)
187
35
-
-
35
Wind/ Solar Onshore (US)
471
-
73
-
73
Wind Offshore
10
10
-
-
10
EBITDA MW + EQUITY
CONSOL.
12,168
1,580
-766
-8
806
EDPR produced 28.5 TWh of clean energy in 2020, -5% YoY. The YoY evolution comes in line with a lower average
installed capacity YoY following the execution of EDPR’s Sell
-down strategy (3Q19: 997MW of European Assets (-1.2 TWh
YoY); 1Q20: 137 MW in Brazil (-671 GWh YoY) and 4Q20: 237 MW in Spain (-64 GWh YoY)).
99
In 2020, EDPR achieved a 30% load factor (vs 32% in 2019) reflecting 92% of P50 (long term average for 12M). In the
4Q20, EDPR reached a 34% load factor (vs 35% in 4Q19), with QoQ comparison being affected by lower wind resource,
mainly in Brazil.
NCF
GW
H
Dec-20
Dec-19
Var. YoY
Dec-20
Dec-19
Var. YoY
Spain
25%
28%
-3.1pp
4,346
5,298
-18%
Portugal
26%
29%
-3.4pp
2,624
3,160
-17%
Rest of Europe
27%
26%
+0.6pp
3,054
3,333
-8%
France
31%
22%
+9.2pp
212
465
-44%
Belgium
22%
-
2
68
-47%
Italy
25%
27%
-1.9pp
595
551
43%
Poland
29%
30%
-1.3pp
1,059
1,098
19%
Romania
26%
25%
+0.9pp
1,186
1,151
9%
Europe
26%
28%
-2.1pp
10,024
11,791
-15%
US
33%
34%
-0.8pp
16,633
15,696
6%
Canada
30%
27%
+3.0pp
78
70
12%
Mexico
41%
42%
-1.1pp
710
726
-2%
North America
33%
34%
-0.8pp
17,421
16,492
6%
Brazil
38%
43%
-4.9pp
1,093
1,757
-38%
Total
30%
32%
-1.4pp
28,537
30,041
-5%
Financial performance
EDP Renováveis S.A. net profit in 2020 was € 1,388,573, thousand, which has
increased
compared to €
-8,789 thousand
in 2019. The revenues for the 2020 fiscal year totalled € 1,524,964 thousand, which represents a 9x increase with respect
to 2019, mainly due to the increase in dividends received from subsidiaries in Europe and North America. The negative
financial result during the financial year 2020 was € 108,286 thousand, which represents a decrease of 32% with respect
to 2019, mainly due to the lower financial interests from Debt with Group companies.
Non-financial information
The non-financial information required by the Spanish regulation has been included in the Consolidated Management report
of the EDP Renováveis group.
On average, during 2020, there were 288 employees at EDP Renováveis on average, S.A., +26% versus the 229
employees
on average in December 2019.
For information on EDPR Human Capital approach, please see chapter 3.2. Human Capital of the Consolidated
Management Report.
Information on average payment terms to suppliers
In 2020,
total payments made to suppliers amounted to €
26,588 thousand with an average payment period of 26 days,
below the payment period stipulated by law of 60 days.
100
ANNUAL REPORT EDPR 2020
3. Foreseeable evolution
The Company will continue to control its current holdings in different subsidiaries, not having foreseen any activity different
from those currently carried out.
4. Research, development and technological innovation
Technical innovation is one of the hallmarks of EDPR. The Company’s history is built on the continuous searc
hing of new
trends and solutions in energy production to meet its stakeholders and shareholders expectations. Accordingly, EDPR
develops projects within the framework of its two main strategic pillars for Innovation: Cleaner Energy focused on
sustainable power generation, and Energy Storage & Flexibility to ensure a smoother transition to an energy mix system.
For more information on EDPR innovation and digitalisation, see chapters 3.6 Digital Capital and 3.7 Innovation Capital of
the Consolidated Management Report.
101
5. Relevant & subsequent events
Relevant events of the period
EDPR’S MAIN EVENTS I
N 2020
1
13-Jan
EDPR secures a PPA for a new 66 MW solar project in Brazil
2
21-Jan
EDPR releases FY 2019 Operating Data
3
23-Jan
EDPR finalises the agreement with ENGIE to create a 50:50 JV for offshore wind
4
29-Jan
EDPR is awarded a 20-year CfD for 109 MW of wind at Italian auction
5
12-Feb
EDPR concludes €0.3 billion asset rotation deal for 103 MW Babilonia wind farm in Brazil
6
20-Feb
EDPR releases FY 2019 results
7
02-Mar
Spanish government published the regulatory revision for wind energy assets
8
26-Mar
EDPR Annual Shareholders Meeting
9
30-Mar
EDPR announces payment of a gross dividend of €0.08 per share
10
15-Apr
EDPR releases 1Q20 Operating Data
11
16-Apr
EDPR secures a long-term 200 MW solar PPA in Mexico
12
21-Apr
EDPR secures a PPA for 59 MW in Spain
13
24-Apr
EDPR starts the payment of dividends
14
06-May
EDPR secures a 15-year PPA for 100 MW in the state of California, USA
15
07-May
EDPR releases 1Q20 Results
16
28-May
EDPR is awarded a 20-year CfD for 2 projects in Italy for a total capacity of 54 MW
17
07-Jul
EDPR releases Clarification on Public Prosecutor measures regarding EDPR Board members
18
09-Jul
EDPR releases 1H20 Operating Data
19
15-Jul
EDPR informs about agreement to acquire 100% of the renewables business of Viesgo
20
10-Aug
EDPR informs about a sale agreement for 242 MW in Spain
21
02-Sep
EDPR announces sale agreement of an 80% stake in North America
22
03-Sep
EDPR releases 1H20 Results
23
09-Oct
EDPR releases 9M20 Operating Data
24
13-Oct
EDPR secures PPA for 100 MW in the US
25
29-Oct
EDPR releases 9M20 Results
26
19-Nov
EDPR informs about a PPA secured for 63 MW in Spain
27
24-Nov
EDPR announces PPA contract for a 74 MW solar project in the US
28
14-Dec
EDPR is awarded in CfD for 5 project of wind and solar in Poland with 220 MW
29
15-Dec
EDPR announces conclusion of 242 MW sale agreement in Spain
30
16-Dec
EDPR concludes the 100% acquisition of the renewables business of Viesgo
31
28-Dec
EDPR informs about the conclusion of an 80% equity stake sale agreement in North America
102
ANNUAL REPORT EDPR 2020
Subsequent events
The following are the most relevant subsequent events from the first months of 2021 until the publication of this report:
The following are the most relevant subsequent events from the first months of 2021 until the publication of this report:
EDPR informs about PPA contracts secured for two solar projects in the US
Madrid, January 4
th
2021: EDP Renováveis, SA (“EDPR”), through its fully owned subsidiary EDP Renewables North
America LLC, has closed two 15-
year Power Purchase Agreement (“PPA”) to sell the energy produced by two solar PV
plants totalling 275 MW. In detail, the projects located in the US states of Mississippi and Indiana are expected to
commence operations in 2023.
With this new agreement, EDPR reached globally 2.0 GW of total solar PV capacity secured for the 2020-2023 period.
EDPR informs about agreement to acquire 85% of a distributed solar platform in the US
Madrid, January 18
th
2021: EDP Renováveis, SA (“EDPR”), through its fully owned subsidiary EDP Renewables North
America, LLC ("EDPR NA"), has entered into an agreement to acquire a majority interest in C2 Omega LLC ("C2 Omega"),
the distributed solar platform of C2 Energy Capital LLC (“C2”).
In detail, EDPR will acquire an 85% equity stake in a solar generation portfolio that includes 89 MW of operating and
imminent completion capacity and a near-term pipeline of around 120 MW, across nearly 200 sites in 16 states.
EDPR’s
investment in C2’s distributed solar platform business corresponds to an enterprise value of approximately $119m for the
acquisition of the operating capacity (89 MW). The transaction will also include certain earn-out payments based on the
growth in future operational capacity. C2's management team will continue to be engaged in the day-to-day operations of
the business.
The transaction will establish EDPR’s presence in the fast
-growing distributed generation segments as an owner-operator of
one of the largest commercial and industrial distributed generation portfolios in the US, and will enable EDPR to serve a
rapidly growing market and offer to its customers a range of new services and solutions to meet their renewable energy
needs. The completion of this transaction is subject to customary conditions precedent, and closing is expected to occur in
the first quarter of 2021.
EDP Renováveis informs about changes in Corporate Bodies
Madrid, January 19
th
2021: EDP Renováveis, S.A. ("EDPR") informs about a resolution approved by EDPR´s Board of
Directors: After the public communication of António Mexia and João Manso Neto about their no availability to be re-elected
for their positions
in EDP and following the appointment by EDP’s shareholders of a new Executive Board of Directors team
at EDP, and taking in consideration that both informed that they will put their positions at the disposal of the Board, the
Board of EDPR has agreed to cease António Mexia as Chairman of EDPR´s Board, and João Manso as Vice-Chairman of
EDPR´s Board and CEO of EDPR. EDPR would like to thank António Mexia and João Manso Neto for their enormous
dedication and contribution to the company, for the definition and implementation of a sustainable growth strategy, that
brought EDPR to be a leader in the renewables’ sector, clearly and greatly valued by the company’s stakeholders.
In addition, EDPR informs that has received the following resignations as members of ED
PR’s Board of Directors: Francisca
Oliveira, with effect from December 30
th
2020 (was also member of EDPR’s Audit, Control and Related Party Transactions
Committee); Duarte Bello, with effect from January 19
th
2021 (was also member of the Executive Committee); Spyridon
Martinis, with effect from January 19
th
2021 (was also member of the Executive Committee); Miguel Ángel Prado, with effect
from the next General Shareholders Meeting (was also member of the Executive Committee).
To fulfil the vacant positions
, EDPR’s Board has co
-opted: Miguel Stilwell de Andrade, as Executive Director; Ana Paula
Marques, as Non-executive Director; Joan Avalin Dempsey, as Non-executive and Independent Director.
Furthermore, EDPR’s Board has appointed Miguel Stilwell de Andrade
as Chairman of EDPR´s Board and CEO of EDPR
and Rui Teixeira, currently EDPR’s Executive Director and
Consejero Delegado
, as CFO of the Company.
103
To better maximize EDPR’s Board participation in the management of the Company, the Board has decided to elimi
nate the
Executive Committee body, which included up to now Executive Board members of the company, whose executive staff will
now be integrated in a Management Team composed by: Miguel Stilwell de Andrade, CEO; Rui Teixeira, CFO; Duarte
Bello, COO Europe and Brazil; Miguel Ángel Prado, COO North America; Spyridon Martinis, CDO & COO Offshore.
To cover the vacant position in the EDPR’s Audit, Control and Related
-Party Transactions Committee, following the
resignation from Francisca Oliveira, EDPR´s Board of Directors has agreed to name Francisco Seixas da Costa as member
of such Committee. Following this appointment, EDPR’s Audit, Control and Related
-Party Transactions Committee is
composed by: Acácio Jaime Liberado Mota Piloto (Chairman); António do Pranto Nogueira Leite; Francisco Seixas da
Costa. With this resolution, EDPR’s Audit, Control and Related
-Party Transactions Committee continues to be composed
only by independent members.
Lastly, the Board of Directors has agreed that a General Shareholders’ Mee
ting will be summoned for the February 22
nd
with the following agenda: Ratification of co-opted Directors; Deliberate on the termination of members of the Board of
Directors; Establishment of the number of Board Members in 12; Amendment to the By-Laws to eliminate the role of the
Chairman of the Shareholders’ Meeting, and allow the Shareholders Meeting to be chaired by the Board of Directors
Chairman; Delegation of powers.
EDP Renováveis, S.A. informs about Spanish and Italian renewable energy auctions
Madrid, January 27
th
2021: EDP Renováveis, S.A. (“EDPR”) was awarded long
-term Contract-for-
Differences (“CfDs”) at the
Spanish & Italian renewable energy auctions to sell electricity. In detail, at the Spanish auction, a portfolio of 6 projects of
wind and solar, including hybrid projects, with a total capacity of 143 MW have been awarded. The projects are expected to
become operational in 2022 and 2023. These new long-
term contracts reinforce EDPR’s footprint in Spain with 2.3 GW in
operation and close to 0.4 GW already secured in the country for the following years. At the Italian auction, a wind project of
44 MW and expected to become operational in 2022 has also been awarded. In Italy, EDPR has 271 MW already
operational and more than 0.2 GW secured for the coming years.
As of today, EDPR has globally secured 6.7 GW for projects expected to become operational from 2021 onwards.
EDPR enters Hungarian market with a 50 MW solar PV project
Madrid, February 12
th
2021: EDP Renováveis, SA (“EDPR”) secur
ed a 15-year Contract-for-Difference ("CfD") to sell energy
produced by a solar PV project in Hungary totalling 50 MW and with expected commercial operation in 2022. With this
project, EDPR increases its worldwide footprint by entering in a new market with a sustainable development of its
Renewable Energy Source.
Hungary expects to increase its solar PV capacity to 6.5 GW by 2030, mostly through an auction-based regulatory
framework.
As part of its growth strategy, EDPR continues to study worldwide opportunities while developing profitable projects focused
in countries with low risk profile and regulatory stability. EDPR's success in securing new long-term contracts reinforces its
low-risk profile and growth strategy based on the development of competitive projects with long-term visibility.
EDPR approved its new Strategic Plan for the 2021-2025 period
At the end of February, EDPR approved its new Strategic Plan for the 2021-2025 period and the main three pillars are as
follows: Growth: accelerated and selective growth with +20 GW of additions for 2021-2025; Value: on going asset rotation
with €8bn of proceeds for the period
; Excellence: high quality teams and efficient operations targeting a Core Opex/MW
CARG 2021-2025 of -2%. The strategy is set to deliver superior growth through 2025 promoting clean energy while
operating in a sustainable way across the three ESG dimensions.
By 2025, EDPR targets to have 25 GW of installed capacity, €2.3bn of EBITDA and €0.8bn of net income
104
ANNUAL REPORT EDPR 2020
EDPR Extraordinary General Shareholders' Meeting
Madrid, February 22
th
2021: EDP Renováveis, S.A. (“EDPR”) informs that at the
Extraordinary General Shareholders'
Meeting held today, Shareholders have adopted the following resolutions:
•
Board of Directors: ratification of appointments of Directors by co-optation.
•
Ratification of the appointment by co-option as Executive Director of Mr. Miguel Stilwell de Andrade.
•
Ratification of the appointment by co-option as Dominical Director Mrs. Ana Paula Garrido de Pina Marques.
•
Ratification of the appointment by co-option as Independent Director of Mrs. Joan Avalyn Dempsey.
•
Board of Directors: dismissal (
separación
) of Directors.
•
Dismiss (
separar
) Mr. António Luis Guerra Nunes Mexia of his position as Dominical Director.
•
Dismiss (
separar
) Mr. João Manuel Manso Neto of his position as Executive Director.
•
Adjustment of the number of Members of the Board in twelve (12).
•
Amendment of articles 12 (“Notice of General Meetings”) and 16 (“Chairman of the General Meetings”) of Articles of
Association.
•
Delegation of powers to the formalisation and implementation of all resolutions adopted at the Extraordinary General
Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or
development in order to obtain the appropriate registrations.
All information and documentation of the Extraordinary General Shareholders’ Meeting
is also available in the Company´s
website.
6. Own Shares
As of December 2020, EDPR did not hold own shares and no transactions were made during the year.
7. Risk Management
The Company's activities are exposed to various financial risks: market risk (including currency risk and fair value interest
rate risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme
focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The
Company uses derivatives to mitigate certain risks.
The Directors of the Company are responsible for defining general risk management principles and establishing exposure
limits. The Company's financial risk management is subcontracted to the Finance Department of EDP - Energias de
Portugal, S.A. in accordance with the policies approved by the Board of Directors. The subcontracted service includes
the identification and evaluation of hedging instruments.
All operations involving derivative financial instruments are subject to prior approval from the Board of Directors, which
sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
105
Currency risk
The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies,
especially regarding the US Dollar, the Brazilian Real, the Canadian Dollar and the Polish Zloty. Currency risk is associated
with recognised assets and liabilities, and net investments in foreign operations. The Company holds investments in Group
companies denominated in a foreign currency, which are exposed to exchange rate risk at closing translate such amounts
into the company´s functional currency (euro). The exchange rate risk on these investments is managed mainly through
derivative financial instruments and through borrowings denominated in the related foreign currencies.
Credit risk
The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group
companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their
derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk.
Guarantees or other derivatives are therefore not requested in this type of operation.
The Company has documented its financial operations in accordance with international standards. Most of its operations
with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate the transfer
of instruments in the market.
Liquidity risk
Liquidity risk is the risk of EDPR not meeting its financial obligations as they fall due. The Company's approach to liquidity
management is to ensure, to the extent possible, that it will always have the liquidity to pay its debts as they fall due, both
under normal conditions and in a difficult financial environment, without incurring unacceptable losses or jeopardizing the
Company's reputation.
The Directors have estimated cash flows that show that the Group will meet the commitments existing at the close of the
2020 financial year and those foreseen for 2021.
Compliance with the liquidity policy guarantees the payment of the obligations contracted, maintaining sufficient credit lines.
The EDP Renováveis Group manages liquidity risk by contracting and maintaining credit lines with its majority shareholder,
as well as directly in the market with national and international entities, under the best conditions, ensuring access to the
financial funds necessary for the continuation of its activities.
Cash flow and fair value interest rate risk
In 2020 and 2019 the Company does not have a considerable amount of interest-bearing assets and as a result, income
and cash flows from operating activities are not significantly affected by fluctuations in market interest rates.
Interest rate risk arises from non-current borrowings, which are extended by Group companies. The loans have fixed
interest rates, exposing the Company to fair value risks.
EDPR Sustainability Risks
EDPR’s commitment with its stakeholders means that the Company cares about a responsible and sustainable
development, assuring the best practices in this area. In this context, EDPR has identified five risk factors key to the
sustainability of the Company. The highest standards have been put in place to mitigate these risks:
•
Corruption and Fraud Risk:
EDPR has implemented a Code of Ethics and an Anti-Corruption Policy. The Code of
Ethics has its own regulation that defines a process and channel, open to all stakeholders, to report any potential claim
or doubt on the application of the code. The Ethics Ombudsperson is behind this communication channel and is
responsible for analysing and presenting to the Ethics Committee any potential ethical problem. The Compliance
Channel is also available to report any questionable practice and wrongdoing. The 1.3.4 Integrity and Ethics section of
the Consolidated Management Report includes further information on how EDPR addresses and mitigates this risk.
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ANNUAL REPORT EDPR 2020
•
Environmental Risk:
EDPR has implemented an Environmental Management System, certified with the ISO
14001:2015, in order to follow best practices in the sector. More information regarding how EDPR addresses and
mitigates this risk is available at the 3.5 Natural Capital section of the Consolidated Management Report.
•
Human Resource Risk:
EDPR forbids any kind of discrimination, violence or behaviour against human dignity, as
stated in its Code of Ethics. Strict compliance is enforced, not only making the Ethics Channel available to all
stakeholders but also through constant awareness for all employees of the Company. The 3.2 Human Capital section
and the 3.4.2 Human Rights & Labour Practices section of the Consolidated Management Report include further
information on how EDPR addresses and mitigates this risk.
•
Health and Safety Risk:
EDPR has deployed a H&S management system, complying with the new ISO 45001:2018
standard, pursuing the “zero accidents” target. This year, the
COVID-19 pandemic had impact on the H&S risk.
The 3.4.1 Health & Safety section of the Consolidated Management Report addresses how EDPR has mitigated this
risk.
•
Human Rights Risk:
EDPR has committed, through its Code of Ethics, to respect international human rights treaties
and best work practices. All suppliers which sign a contract with EDPR are committed to be aligned with EDPR’s Code
of Ethics principles. The 3.4.2 Human Rights & Labour Practices section of the Consolidated Management Report
includes further information on how EDPR addresses and mitigates this risk.
In addition, quantification of the financial impact on the Company’s performance of these five sustainability risk factors is
included within the Operational Risk analysis. EDPR frequently evaluates the economic impact of its Operational Risk,
following the guidelines of Basel III. The analysis includes the identification, estimation and mitigation of individual
operational risks belonging to the short, medium and long term in all its geographies. For this purpose, EDPR considers
present and future relevance of these risks, as well as historical data of their impact, with the help of department heads.
The results of the Operational Risk analysis are then communicated to the Executive Committee and shared with every
department involved.
In spite of the impact of the COVID-19 pandemic in Health & Safety, none of the five sustainability risk factors mentioned
above had a material financial impact on the Company’s performance.
107
Annex I
Corporate
Governance
PART I
Information on shareholder structure,
organisation and corporate governance
A. Shareholder structure
I. Capital structure
1. Capital structure
EDP
Renováveis, S.A. (hereinafter referred to as “EDP
Renováveis”, “EDPR” or the “Company”) total share capital is, since its
initial public offering (IPO) in June 2008, EUR 4,361,540,810 consisting of issued and fully paid 872,308,162 shares with
nominal value of EUR 5.00 each. All the shares are part of a single class and series and are admitted to trading on the Euronext
Lisbon regulated market.
Codes and tickers of EDP Renováveis SA share:
ISIN:ES0127797019
LEI:529900MUFAH07Q1TAX06
Bloomberg Ticker (Euronext Lisbon): EDPR PL
Reuters RIC:EDPR.LS
108
ANNUAL REPORT EDPR 2020
EDPR main shareholder is EDP
–
Energias de Portugal, S.A., through EDP
–
Energias de Portugal, S.A. Sucursal en España
(hereinafter referred as “EDP”), with 82.6% of share capital and voting rights. Excluding ED
P, EDPR shareholders comprise
more than 30,000 institutional and private investors spread across 30 countries with main focus in the United States and United
Kingdom.
Institutional Investors represent about 94% of Company shareholders (ex-EDP Group), mainly investment funds and socially
responsible investors (“SRI”), while Private
Investors, mostly Portuguese, stand for the remaining.
For further information about EDPR shareholder structure please see chapter 1.3 of the Annual Report (“Organisation”).
2. Restrictions to the transferability of shares
EDPR’s Articles of Association have no restrictions on the transferability
of shares.
3. Own shares
EDPR does not hold own shares.
4. Change of control
EDPR has not adopted any measures designed to prevent successful takeover bids, nor defensive measures for cases of a
change in control in its shareholder structure or agreements subject to the condition of a change in control of the Company,
other than in accordance with normal practice, and therefore, has not adopted any mechanisms that imply payments or
assumption of fees in the case of the transfer of control or the change in the composition of the managing body, or that could be
likely to harm the free transferability of shares or shareholder assessment of the performance of the members of the managing
body.
Notwithstanding the above, the following are normal market practice related to a potential change of control:
•
In the case of financing of certain wind farm projects, lenders have the right to approve change in control at the borro
wer if the later ceased to be controlled, directly or indirectly by EDPR.
•
In the case of guarantees provided by EDP Group companies, if EDP directly or indirectly ceases to have the majority
of EDPR then EDP is no longer obliged to provide such services or guarantees. The relevant subsidiaries will be
obliged to provide for the cancellation or replacement of all outstanding guarantees within approximately sixty (60)
days of the change of control event.
•
In the cases of intra-group services agreements and according to the Framework Agreement signed between EDP
Renováveis S.A.and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as (i) EDP
maintains its share capital above 50% or the right to exercise directly or indirectly more than 50% of voting rights on
EDPR’s share capital, or (ii) even if the share capital of EDP or its voting rights are below 50%, but more than half of
the Members of the Board or of EDPR’s Executive Committee are ele
cted through an EDP proposal.
5. Special agreements regime
EDPR does not have a special system for the renewal or withdrawal of counter measures for the restriction on the number of
votes capable of being held or exercised by only one shareholder individually or together with other shareholders.
6. Shareholders
’
agreements
The Company is not aware of any shareholders’ agreement that may result in restrictions on the transfer of securities or voti
ng
rights.
109
II. Shareholdings and bonds held
7. Qualified holdings
Qualifying holdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder’s
ownerships. The table below includes the information about the qualifying holdings of EDPR and their voting rights as of
December 31
st
, 2020:
SHAREHOLDER
SHARES
%CAPITAL
%VOTING
RIGHTS
EDP
–
ENERGIAS DE PORTUGAL, S.A.
–
SUCURSAL EN
ESPAÑA
EDP
–
ENERGIAS DE PORTUGAL, S.A.
–
SUCURSAL EN
ESPAÑA
720,191,372
82.6%
82.6%
Total qualified holdings
720,191,372
82.6%
82.6%
EDP detains 82.6% of EDPR capital and voting rights, through EDP
–
Energias de Portugal, S.A.
–
Sucursal en España.
As of December 31
st
, 2020
, EDPR’s shareholder structure consisted in a total qualified sha
reholding of 82.6%, corresponding to
EDP Group.
8. Shares held by the Members of the Management and Supervisory Boards
The table below reflects the Members of the Board of Directors/Delegated Committees of the Company that, as of December
31
st
2020, directly or indirectly own EDPR shares:
BOARD MEMBER
DIRECT SHARES
INDIRECT SHARES
Spyridon Martinis
10,413*
-
(*)
These shares were bought before the appointment as Director of the Company (being the first acquisition in 2011 and the last one in 2018).
9. Powers of the Board of Directors
The Board of Directors is vested with the broad-ranging powers of administration, management, and governance of the
Company, with no other limitations besides the powers which are expressly assigned to the
General Shareholders’ Meetings
in
the
Company’s
Articles of Association (specifically in article 13) or in the applicable law. In this regard, the powers of the Board
include, without limitation
1
to:
•
Acquire on lucrative or onerous title basis personal and real property, rights, shares and interests that may suit the
Company;
•
Sell and mortgage or charge personal and real property, rights, shares and interests of the Company and cancel mortgages
and other rights
in rem
;
•
Negotiate and conclude as many loans and credit operations that it may deem appropriate;
•
Enter and formalize all sort of acts and contracts with public entities or private persons;
•
Exercise any civil and criminal actions and all further actions to be undertaken by the Company, representing it before
governmental officers, authorities, corporations, governing, administrative, administrative-economic, administrative-litigation
and judicial courts, labor courts and the labor sections of the Supreme Courts and of the High Courts of the Autonomous
Communities, with no limitations whatsoever, including before the European Court of Justice, and in general, before the
Government, in all its levels and hierarchies, to intervene or promote, follow or terminate through all procedures and
instances, the processes, court sections or proceedings; to accept decisions, to file any kind of appeal, including the
cassation one and other extraordinary appeals, to discontinue or confess, to agree an early termination of a proceeding, to
submit litigious questions to arbitration judges, and to carry out all sort of notices and requirements and to grant power of
1
This list has a merely indicative nature, as the Board of Directors may perform all further powers expressly granted to the Board in the Articles or in the applicable law.
110
ANNUAL REPORT EDPR 2020
attorney to Court Representatives and other representatives, with case-related powers and the powers which are usually
granted to litigation cases and all the special powers applicable, and to revoke such powers;
•
Agree the allotment of interim dividends;
•
Call and convene the General Meetings and submit to them the proposals that it deem appropriate;
•
Direct the Company and the organize its operations and exploitations by acknowledging the course of the Company
businesses and operations, managing the investment of funds, making extraordinary depreciations of bonds in circulation
and realizing anything that it is considered appropriate to obtain maximum gains towards the object of the Company;
•
Freely appoint and dismiss Directors and all the Company’s technical and administrative personnel, defining their office and
retribution;
•
Agree any changes of the registered office’s address within the same
borough;
•
Incorporate under the law all sorts of legal persons; contribute and assign all sorts of assets and rights, as well as entering
merger and cooperation agreements, association, grouping and temporary union agreements between companies or
business and joint property agreements, and agreeing their alteration, transformation and termination;
Likewise, the
General Shareholders’ Meeting
held in March 26
th
, 2020, approved the delegation to the Board of Directors of the
power to issue in one or more occasions both:
•
Fixed income securities or other debt instruments of analogous nature;
•
Fixed income securities or other type of securities (warrants included) convertible or exchangeable into EDP
Renováveis, S.A. shares, or that recognize at the Board of
Directors’ discretion the right of subscription or acquisition
of shares of EDP Renováveis, S.A. or of other companies, up to a maximum amount of three hundred million Euros
(EUR 300,000,000) or its equivalent in other currency.
As part of such delegation, the
General Shareholder’s Meeting delegated
into the Board of Directors the power to increase the
share capital up to the necessary amount to execute the related tasks above. Additionally, it was also approved to authorize the
Board of Directors for the acquisition of own shares by the Company and/or the affiliate companies up to the maximum limit of
10% of the subscribed share capital. These delegations may be exercised by the Board of Directors within a period of five (5)
years since the proposal was approved, and within the limits provided under the law and the By-Laws.
The
General Shareholders’ Meeting may
also delegate to the Board of Directors the power to implement an adopted decision to
increase the share capital, indicating the date or dates of its implementation and establishing any other conditions that were not
specified by the
General Shareholders’ Meeting.
The Board of Directors may use this delegation wholly or partially, and may
also decide not to perform it in accordance with the situation and conditions of the Company, the market, or any particularly
relevant events or circumstances that justify such decision - of which the
General Shareholders’ Meeting must
be informed at
the end of the time limit or limits for adopting and performing the decision.
Additionally, in compliance with its personal law and
Company’s internal regulations
, some functions of the Board of Directors
are non- delegable and, as such, have to be performed at this level, which are the following:
•
Election of the Chairperson of the Board of Directors;
•
Appointment of Directors by co-option;
•
Request to convene or convening of General
Shareholders’
Meetings and the preparation of the agenda and
proposals of resolutions;
•
Preparation of the Annual Reports and Management Reports and their presentation to the General
Shareholders’
Meeting;
•
Change of Headquarters;
111
•
Preparation and approval of mergers, spin-off, or transformation projects of the Company;
•
Monitoring the effective functioning of the Board of Directors committees and the performance of delegated bodies
and appointed directors;
•
Definition of the Company’s general policies and strategies. In any case, the following transactions individually
considered, shall be subject to the prior approval of the Board of Directors, or its ratification in cases of justified
urgency:
-
Acquisition or sale of assets, rights or participations with an economic value higher than seventy-five million
Euros (EUR 75,000,000) and not included in the budget approved by the Board of Directors;
-
Opening or closing of establishments/branches or relevant parts of establishments /branches, as well as the
extension or reduction of its activity;
-
Other business activity or transactions, including expansion investments, with a significant strategic relevance or
with an economic value higher than seventy-five million Euros (EUR 75,000,000) and not included in the budget
approved by the Board of Directors; or
-
Creation or termination of strategic alliances or partnerships or other forms of long-term cooperation;
•
Authorization or waiver of the obligations arising from duty of loyalty;
•
Its own organisation and functioning;
•
Preparation of any report required by the law to the management body, provided that the operation referred in the
report cannot be delegated;
•
Appointment and dismissal of Chief Executive Officer, top management directly depending from the Board of
Directors or any of its members, and their general contractual conditions including remuneration;
•
Decisions concerning
director’s
remuneration within the Articles of
Association’s
frame and, if any, the remuneration
policy approved by the General Meeting;
•
Policy concerning own shares;
•
The faculties that the General Meeting may have delegated on the Board of Directors, except for the cases expressly
authorized by the first to sub delegate them
Should be noted that as exposed in topic 15 of this Chapter 5 of the Annual Report, as of 31
st
December 2020, EDPR does not
have a Supervisory Board, but its Board of Directors has set up three Delegated Committees entirely composed by Members of
the Board of Directors, and all these directors are necessarily involved in the definition of the strategy and policies of the
Company as per the non - delegable basis of these functions under its personal law. Therefore, in compliance with its personal
law, all the members of the delegated committees will assess and give its opinion on the strategic lines and the risk policy of the
Company at the Board level prior to its final approval. Likewise, should be noted that the corresponding monitorization of the
accomplishment of these actions, as detailed in topic 29 this Chapter 5 of the Annual Report, is performed by the Audit, Control
and Related Party Transactions Committee and the Nominations and Remunerations Committee, both of which are integrally
formed by non-executive and independent directors.
10. Significant business relationships between the holders of qualifying holdings and the Company
Information on any significant business relationships between the holders of qualifying holdings and the Company is described
on topic 90 of this Chapter 5 of the Annual Report.
112
ANNUAL REPORT EDPR 2020
B. Corporate Boards and Committees
I. General
Shareholders’ Meeting
A) Composition of the Board of the General Meeting
11.
Board of the General Shareholders’ Meeting
The Members of the Board of the General Shareholders’ Meeting are its Chairman, the Chairman of the Board of Directors (or
his substitute), the other Directors and the Secretary of the Board of Directors. In accordance with article 180 of the Spanish
Compa
nies’ Law, all the Board Members are obliged to attend the General Meetings.
The Chairman of the
General Shareholders’ Meeting
is José António de Melo Pinto Ribeiro, who was elected on the General
Meeting of April 8
th
, 2014, for a three-year (3) term; and re-elected on the
General Shareholders’ Meeting
held on April
6
th
,2017 for a last mandate of three-year (3) term. Mr. Pinto Ribeiro office was extended until the first General Shareholders
’
Meeting following of the end of this office term.
The Chairman of the Board of Directors is António Mexia, who was re-elected as member of the Board for a three-year (3) term
by the
General Shareholders’ Meeting
held in June 27
th
, 2018, and for the position of Chairman of the Board of Directors on its
meeting subsequently held on the same date.
The Secretary of the Board of Directors is Emilio García-Conde Noriega who is also the Secretary of the
General Shareholders’
Meeting, and was appointed as Secretary of the Board of Directors on December 4
th
, 2007. The Secretary of the Board of
Directors’ mandate
does not have an end of term date according to the Spanish Companies Law since is not a Board Director.
The Chairman of the General Shareholders’ Meeting of EDPR has at his disposal, the necessary human and logistical
resources required for the performance of his duties.
Therefore, in addition to the resources provided by the Company’s General
Secretary, in 2020 the Company hired a specialized entity to give support to the meeting and to collect, process and count the
votes submitted by the shareholders on the
General Shareholders’ Meeting
held on March 26
th
.
B) Exercising the right to vote
12. Voting rights restrictions
Each EDPR share entitles its holder to one vote. EDPR’s Articles of Association have no restrictions regarding voting rights.
13. Voting rights
EDPR’s
Articles of Association have no reference to a maximum percentage of voting rights that may be exercised by a single
shareholder or by shareholders that are in any relationship. All shareholders, regardless the number of shares owned, may
attend to the
General Shareholders’ Meeting
and request the information or explanations that they consider relevant regarding
the matters included in the Agenda of the convened meeting, and are entitled as shareholders of the Company, to take part in
its deliberations and to participate in its voting process.
The Board of Directors approves a Sharehold
er’s Guide
for each
General Shareholders’ Meeting,
detailing among other
matters, the procedure and requirements for the submission through mail and electronic communication of voting forms. This
Guide is available at the
Company’s website.
As informed in the related Notice and in the
corresponding Shareholders’ Guide,
in
order to exercise their right to attend, the shareholders must have the ownership of their shares duly registered in the Book
Entry Account at least five (5) days prior to the date of the General
Shareholders’
Meeting.
Any shareholder may be represented at the General Shareholders’ Meeting by a third party by means of a revocable Power of
Attorney (even if such representative is not a shareholder). The Board of Directors may require shareh
olders’ Power of Attorney
to be in the Company’s possession at least two (2) days in advance, indicating the name of the representative.
These Powers of Attorney shall be granted specifically for each General Shareholders’ Meeting and can be evidenced in
writing
or by remote means of communication such as email or post.
113
According to the applicable law and the
Company’s
Articles of Association, the notice of
EDPR’s General Shareholders’
Meetings is published in the Official Gazette of the Commercial Registry and on the
Company’s
website at least thirty (30) days
prior to the meeting date. Likewise, the Notice of the
General Shareholder’s Meeting
is published at the website of
Sociedade
Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A
(“Interbolsa”)
and on the website
of the
Comissão do Mercado de Valores Mobiliários
(“CMVM”)
- and of the Comisión Nacional del Mercado de Valores
(“CNMV”)
- as the case may be. Simultaneously with the publication of the meeting Notice, the supporting documentation in
relation to the General
Shareholders’
Meeting is published on the CMVM website. Likewise, as soon as the notice of the
meeting is formally published, the following information and documentation related to the General
Shareholders’
Meeting is
made available at the
Company’s
website:
•
the notice of the General Shareholders’
Meeting;
•
the total number of shares and voting rights at the date of the Meeting notice;
•
the template letter expressing the intention to attend the Meeting, the template of the letter of representation and the
template of the ballot to be sent by mail, and also, the links to the electronic platforms that the Company provides for
the telematic submission of the intention to attend and the voting on the topics included in the Agenda;
•
the full texts of the proposed resolutions (included when received if such were the case, those proposed by
shareholders) and
related supporting documentation, that will be submitted to the General Shareholders’
Meeting for
approval;
•
The Shareholders’
Guide;
•
The consolidated texts in force (Articles of Association and the other applicable regulations).
In 2020, the Company included the English and Portuguese versions of the information and documents related to the General
Shareholders´ Meeting on its website with the notice of the meeting, being the Spanish version of the documents the one that
prevailed.
Shareholders may vote on the topics included on the
Shareholders’ Meeting Agenda,
in person (including by means of the
corresponding representative) at the meeting, by ordinary mail, or by electronic communication (in this latest case, through a
telematic vote platform made available at the
Company’s website
or sending the related filled and signed templates by email),
and in any case providing the documentation indicated in the
Shareholder’s Guide. Pursuant
to the terms of article 15 of the
Articles of Association, both electronic and mail-in votes must be received by the Company before midnight (24.00 hours) of the
day before the scheduled meeting date of first call. Remote votes can be revoked subsequently by the same means used to
cast them, always within the deadlines established for that purpose, or by personal attendance to the
General Shareholders’
Meeting of the shareholder who casted the vote to his/her representative.
14. Decisions that can only be adopted by a qualified quorum
According to
EDPR’s
Articles of Association and as established in the law, both ordinary and extraordinary General
Shareholders’ Meetings
are validly constituted when first called if the shareholders, either present or represented, jointly reach
at least twenty-five percent (25%) of the subscribed voting capital. On second call, the
General Shareholders’ Meeting
will be
validly constituted regardless of the amount of the capital present or represented.
Notwithstanding the above percentages, to validly approve the issuance of bonds, the increase or reduction of capital, the
transformation, global assignment of assets and liabilities, merger or spin-off of the Company, the transfer of the Registered
Office abroad, the elimination or limitation of pre-emptive rights of new shares and in general, any necessary amendment to the
Articles of Association, in the Ordinary or E
xtraordinary Shareholders’ Meeting,
it is required that on first call, the Shareholders,
either present or represented, reach at least fifty percent (50%) of the subscribed voting capital and, on second call, at least
twenty-five percent (25%) of the subscribed voting capital.
In relation to the quorum required to validly approve these matters, in accordance with the Law and the Articles of Association,
when the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the above mentioned
resolutions will be validly adopted by absolute majority, and in the case the shareholders attending represent between the
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ANNUAL REPORT EDPR 2020
twenty-five percent (25%) and the fifty percent (50%)
–
but without reaching it - the favorable vote of the two-thirds (2/3) of the
present or represented capital in the General
Shareholders’
Meeting will be required to approve these resolutions.
EDPR has not established any mechanism that may intend to cause mismatching between the rights to receive dividends or the
subscription of new securities and the voting right of each common share, and has not adopted mechanisms that hinder the
passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided by the law.
II. Management and supervision
A) Composition
15. Corporate Governance model
EDPR is a Spanish Company listed in a regulated stock exchange in Portugal. The corporate organisation of EDPR is subject to
its personal law and to the extent possible, to the recommendations contained in the Corporate Governance Code of the
Instituto Português de
Corporate Governance (“IPCG”),
resulted as of the Protocol signed on October 13
th
, 2017 between the
Comissão do Mercado de Valores Mobiliários
(“CMVM”
–
Portuguese Securities Market Commission) and the IPCG, which was
last reviewed in July 2020. This governance code is available at the IPCG website
As such, the Company
intends to comply with both legal systems but always taking into account that its personal law is the Spanish one, and that in
case of discrepancy, the aim is to adopt the law that entails more protectionism for its shareholders.
The governance structure of EDPR is the one applicable under its personal law, that comprises a
General Shareholders’
Meeting and a Board of Directors that represents and manages the Company. Additionally, with the purpose of adapting this
structure to the extent possible to the Portuguese legislation, parallelly seeks to correspond it to the so-called
“Anglo
-
Saxon”
model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and
the supervision and control duties are of the responsibility of an Audit and Control Committee.
The organisation and functioning of EDPR corporate governance model aims to achieve the highest standards of corporate
governance, business conduct and ethics referenced on the best national and international practices.
In line with its governance model above referred, and as detailed along topics 15 - 29 of this Chapter 5 of the Annual Report and
contemplated in the law and Articles of Association of the Company, as of December 31
st
, 2020, EDPR does not have a
Supervisory Board, but its Board of Directors has set up three Delegated Committees entirely composed by Members of the
Board of Directors: the Executive Committee, the Audit, Control and Related-Party Transactions Committee and the
Nominations and Remunerations Committee. This structure and its functioning, enables a fluent workflow between all levels of
the governance model, as: i) each of the Delegated Committees shall report the decisions taken to the Board of Directors
(drafting the minutes of each of the meetings and also providing whatever further clarification is required by the Board), and ii)
as the committees Members are also members of the Board, all of them will also receive the complete information at Board of
Directors level (as convening of the meetings, supporting documents and related minutes) in order to take the corresponding
decisions; and all in all, thus ensuring in time and manner the access to all the information to the whole Board of Directors in
order to appraise the performance, current situation and perspectives for the further development of the Company.
The General Secretary constitutes the focal point in charge of the centralization of the reception and management of all the
information and documents to be provided to the different Governing Bodies. This information is prepared by the different
departments of EDPR, with the support when necessary of external experts, and always managed in a strictly confidential basis.
Additionally, the corresponding duties and functioning procedures for the Governing Bodies (including but without limitation, the
performance of their functions, their Chairmanship, periodicity of meetings, their functioning and the duties of their members)
have been defined at the Articles of Association and Board of Directors and Delegated Committees Regulations (which are
published at the website of the Company), with the aim of ensuring the adequacy in terms of time and manner of the
elaboration, management and access to the information in order to procced at each level with the corresponding
acknowledgements and decisions. In line with the above, the General Secretary sends the notices and supporting documents of
the topics to be discussed in each meeting of the Board and of each of its committees to their proper discussion during the
meeting. Additionally, the minutes of all meetings are drawn and also circulated.
115
The governance model of EDPR was designed to ensure the transparent and meticulous separation of duties, management and
the specialization of supervision, through the following governing bodies:
•
General Shareholders’
Meeting
•
Board of Directors
•
Executive Committee
•
Audit, Control and Related Party Transactions Committee
The experience gained operating the Company through this structure indicates that the governance model approved by EDPR
shareholders, and adopted in EDPR, is the most appropriate in line with the corporate organisation of its activity, especially
because it affords transparency and a healthy balance between the management and the supervisory functions.
The links of the Company Website that refers to the information of the Governing Bodies and its regulations are indicated in
topics 59-65 of this Chapter 5 of the Annual Report.
16. Rules for the nomination and replacement of directors
According to Article 29.5 of the
Company’s
Articles of Association, the Nominations and Remunerations Committee is
empowered by the Board of Directors to propose, advise and inform the Board regarding the appointments (including by co-
option), re-elections, removals and remuneration of the Board Members, as well as the composition of the committees of the
Board. This committee also advises on the appointment, remuneration and dismissal of top management officers.
As also referred in the Company Articles of Association (Article 21) the term of office of the Board Members shall be of three (3)
years, and may be re-elected once or more times for equal periods.
Following the best Corporate Governance practices, EDPR has analyzed and discussed about the possible criteria applicable in
the selection of the new members of its Governing Bodies. As a conclusion, the Nominations and Remunerations Committee
and the Board of Directors resolved at their meetings held on November 2
nd
, 2016, and December 14
th
, 2016 respectively, to
take into account among others the following: the education, experience in the energy sector, integrity and independence,
having a proven expertise, and the diversity that such candidate may provide to the related body. Likewise, on the
Shareholder’s Meeting held on March 2
6
th
, 2020, the Board of Directors’s made public its particular interest in supporting the
gender diversity in accordance with the
Lei n
º
62/2017 of August 1
st
, and specifically committed at the seveth resolution of the
agenda,
to promote that at the first Elective Shareholders’ Meeting to be held after termination of the current term of office of the
Board Members, the percentage of Board Members corresponding to the less represented gender is increased to a 33.3%.
Based on the above criteria, after the previous advice of the Nominations and Remunerations Committee, the Board of Directors
would submit a proposal to the
General Shareholders’ Meeting
(including for sake of clarity, the curriculum vitae of the
candidates, which will be publicly disclosed with the other supporting documents of the meeting in the terms referred in topic 13
above). The appointment proposals should be approved by majority. For more information about the composition of the Board
of Directors please check the Sustainability Chapter of the Annual Report at its topic GRI 405-1,and the Annex I of this Chapter
5 of the Annual Report, which includes the curricular details of its Members.
Additionally, in case of a vacancy, pursuant to the Articles of Association and the Spanish Companies Law, the Board of
Directors may co-
opt a new Board Member, who will occupy the position until the next General Shareholders’ Meeting, to which
a proposal will be submitted for the ratification of such appointment by co-option. Pursuant to the Spanish Companies Law, the
co-option of Directors must be approved by absolute majority of the Directors at the Board meeting.
Finally, pursuant to Article 23 of the Articles of Association and 243 of the Spanish Companies Law, shareholders may group
their shares until constituting an amount of capital equal or higher than the result of dividing the
company’s
capital by the
number of Members of the Board, to be entitled to appoint a number of Directors equal to the result of the fraction using only
whole amounts. Those shareholders making use of this power, cannot intervene in the nomination of the other members of the
Board of Directors.
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ANNUAL REPORT EDPR 2020
17. Composition of the Board of Directors
Pursuant to Article 20 of the
Company’s
Articles of Association, the Board of Directors shall consist of no less than five (5) and
no more than seventeen (17) Directors. Considering the size of EDPR and the complexity of the risks intrinsic to its activity, a
Board with a total of fifteen (15) members has been considered as adequate, being ten (10) of them non-executive.
The Secretary of the Board of Directors is Emilio García-Conde Noriega. Likewise, according to the proposal submitted by the
Nominations and Remunerations Committee, the Board of Directors approved on its meeting held on May 7
th
, 2019 the
appointment of María Gonzalez Rodríguez as Vice-Secretary of the Board of Directors of EDPR.
By the end of 2019, Gilles August presented his resignation to the position as Board Member, and in order to fill the vacancy
left, and in accordance with the proposal submitted by the Nominations and Remunerations Committee, the Board of Directors
approved on its meeting held on October 29
th
, 2019 the appointment by cooption of Rui Teixeira based on his extensive
professional career as executive member of the managing bodies of EDP and EDPR, and the material know-how about
renewable energy acquired during his nearly seven (7) years as executive director of EDPR few years ago. This appointment
was duly ratified
by the Shareholders’ Meeting held on
March 26
th
, 2020.
Few months later, in the context of a judicial procedure undergoing related to the activity of EDP
–
Energias de Portugal,
António Mexia and João Manso Neto, were suspended from their executive functions in all EDP Group companies - the process
continues in the inquiry phase and they have not been formally accused - and following this, the Board of Directors of EDPR met
on July 6
th
, 2020 and identified Rui Teixera as the best candidate to reinforce the executive line of the Company, mainly
considering his deep knowledge of the business (in particular with regards of renewables), and he had been CFO of EDP
Renováveis during several years, and therefore, his involment woud imply a continuity and support in the completion of the
Bussiness Plan in these special circumstances. Based on that, the Board resolved to appoint him
as a new member of EDPR’s
Executive Committee and Joint CEO, designated as the responsible person to coordinate the Executive Committee activities
and to liaise with EDP
–
EDPR’s principal shareholder
.
At the en of 2020, with effects 30
th
December, Francisca Guedes de Oliveira resigned to her position as Member of the Board.
As of December 31
st
, 2020, the Board of Directors is composed by the following fourteen (14) Directors:
BOARD MEMBER
POSITION
DATE OF FIRST
APPOINTMENT
DATE OF RE-
ELECTION
END OF TERM
António Mexia
Chairman
18/03/2008
27/06/2018
27/06/2021
João Manso Neto
Vice-Chairman CEO
4/12/2007
27/06/2018
27/06/2021
Rui Teixeira
Joint CEO and Executive
Committee Coordinator
29/10/2019
-
27/06/2021
Duarte Bello
Director
26/09/2017
27/06/2018
27/06/2021
Miguel Ángel Prado
Director
26/09/2017
27/06/2018
27/06/2021
Spyridon Martinis
Director
26/02/2019
-
27/06/2021
Vera Pinto
Director
26/02/2019
-
27/06/2021
Manuel Menéndez
Director
04/06/2008
27/06/2018
27/06/2021
António Nogueira Leite
Director
26/02/2013
27/06/2018
27/06/2021
Acácio Piloto
Director
26/02/2013
27/06/2018
27/06/2021
Allan J. Katz
Director
09/04/2015
27/06/2018
27/06/2021
Francisca Guedes De
Oliveira*
Director
09/04/2015
27/06/2018
N/A
Francisco Seixas da Costa
Director
14/04/2016
27/06/2018
27/06/2021
Conceição Lucas
Director
27/06/2018
-
27/06/2021
Alejandro Fernandez de
Araoz
Director
27/06/2018
-
27/06/2021
*Francisca Guedes de Oliveira presented her resignationto her position as Member of the Board with effects 30
th
December 2020.
117
18. Executive, Non-Executive and Independent Members of the Board
The independence of the Directors is evaluated according to the Company’s personal law, and annually confirmed by each of
the corresponding Directors through the signature of an independence declaration. Likewise, EDPR Board of Directors
Regulations, and Article 20.2 its Articles of Association, defines independent Directors as those who are able to perform their
duties without being limited by relations with the Company, its significant Shareholders, or its management officers and comply
with the other legal requirements.
Corporate Governance recommendations of the IPCG Code state that the number of non-executive directors should be higher
than the number of executive directors, and that at least one third over the total members shall be non-executive members that
also comply with the independence criteria. To this extent, and provided that the independence criteria applicable to EDPR
Directors are the ones established under its personal law, from a total of fifteen (15) positions that composed of
EDPR’s
Board
of Directors as of December 31
st
, 2020, there was one (1) vacant and fourteen (14) Directors out of which nine (9) were non-
executive, being five (5) of them also independent. In accordance with the law and pursuant the last amendment of Articles of
Association, it has been established that Non- Executive Directors can only be represented in the Board meetings by other Non-
Executive Director.
As such, it has been concluded that the composition of the Board and its Delegated Committees is suitable for the size of the
company and the complexity of the risks intrinsic to its activity mainly considering that enables a separation of duties,
management and specialization of supervision at the same time that the non-executive and independent directors take part in all
the decisions also at the Board of Directors level. Should be noted to this extend that the Board of Directors is composed by a
majority of non-executive members, and being balanced the number of executive and independent; and that the Audit, Control
and Related Party Transactions Committee and the Nominations and Remunerations Committee, are entirely composed by non-
executive and independent members.
Spanish law, Regulations of the Board of Directors and Company Articles of Association regulate the criteria for the
incompatibilities with the position of Director. Specifically, Article 23 of the Articles of Association, establish that the following can
not be Directors:
•
Those who are directors of or are associated with any competitor of EDPR, or have family relations with them. In this
respect a Company shall be considered as a competitor of EDPR, whenever it is engaged, if it is directly or indirectly
involved in the production, storage, transport, distribution, marketing or supply of electricity or fuel gas; or also if has
interests opposed to those of EDPR, or to the ones of any competitor or any of the companies in its group, and the
Board members, employees, lawyers, consultants, or representatives of any of them. Under no circumstances shall
companies belonging to the same group as EDPR, including abroad, be considered competitors;
•
Those who are in any other situation of incompatibility or prohibition under the law or
EDPR’s
Articles of Association.
Under Spanish law, among others, are not allowed to be Directors those who are underage
–
under eighteen (18)
years - and were not emancipated, disqualified, competitors, convicted of certain offences, or that hold certain
management positions.
The prevention and avoidance of the conflict of interest in the performance of the duties of the Directors of EDPR is regulated in
line with the terms contained in article 229 of the Spanish Companies Law and implemented in article 28.3 of the Board of
Directors Regulations, which is also applicable to the committees under article 12 of their respective regulations. This article
states that in case any direct or indirect conflict of interest arose, it shall be communicated to the Board of Directors, being
the Director involved obliged to abstain from intervening in the corresponding operation. Additionally, all the Board Members
(and hence those of its Delegated Committees, as they are entirely composed by Members of the Board) shall annually sign
an statement declaring their compliance with the terms of the requirements stated under article 229 of the Spanish Companies
Law, and their commitment to notify any variation in the information declared under the statement as soon as it may occur,
in order to fully comply with the loyalty duty and avoid any interference or irregularity in any decision-making process.
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ANNUAL REPORT EDPR 2020
The following table includes the executive, non-executive and independent members of the Board of Directors as of December
31
st
, 2020:
BOARD MEMBER
POSITION
António Mexia
Chairman and Non-Executive Director
João Manso Neto
Vice-Chairman and Executive Director
Rui Teixeira
Joint CEO and Executive Director
Duarte Bello
Executive Director
Miguel Ángel Prado
Executive Director
Spyridon Martinis
Executive Director
Vera Pinto
Non-Executive Director
Manuel Menéndez
Non-Executive Director
António Nogueira Leite *
Non-Executive Director and independent Director
Acácio Piloto
Non-Executive Director and independent Director
Allan J. Katz
Non-Executive Director and independent Director
Francisca Guedes De Oliveira**
Non-Executive Director and independent Director
Francisco Seixas da Costa
Non-Executive Director and independent Director
Conceição Lucas
Non-Executive Director and independent Director
Alejandro Fernandez de Araoz
Non-Executive Director
* Having been appointed as first time in 2008, the present term of office is the last one in which he can be considered as Independent Director.
** Francisca Guedes de Oliveira presented her resignation to her position as Member of the Board with effects 30
th
December 2020.
Following the best corporate governance recommendations, considering that the Chairperson of the Board of Directors of
EDPR, Antonio Mexia, is a non-independent Director, the Nominations and Remunerations Committee approved on its meeting
held on February 18
th
, 2019 to propose to the independent Members of Board the appointment Antonio Nogueira Leite as Lead
Independent Director whose functions would namely be: i) act, when necessary, as an interlocutor between the Chairperson of
the Board of Directors and the other Directors, (ii) ensure the necessary conditions and means so the Directors may carry out
their functions; and (iii) coordinate the independent Directors in the assessment of the performance of the managing body. This
proposal was unanimously approved by all the independent Directors (with the abstention of the candidate proposed) on the
Board meeting held February 26
th
, 2019.
19. Professional qualifications and biographies of the Members of the Board of Directors
The main positions held by the members of the Board of Directors in the last five (5) years, those that they currently hold in
Group and non-Group companies and other relevant curricular information details are available in the Annex I of this Chapter 5
of the Annual Report.
20. Family, professional and business relationships of the Members of the Board of Directors with
qualifying shareholders
Qualifying Shareholders in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the
shareholders’ holdings.
As of December 31
st
, 2020, and as far as the Company was informed, there are no family or business
relationships of Members of the Board of Directors with qualifying shareholders but only professional relationships due to the
fact that some of the Members of
EDPR’s
Board of Directors are currently Members of the Board of Directors in other
companies belonging to the same group as EDP Energias de Portugal S.A., which are the following:
•
António Mexia;
•
João Manso Neto;
119
•
Manuel Menéndez Menéndez;
•
Vera Pinto;
•
Rui Teixeira.
Or employees in other companies belonging to EDP’s Group, which are the following:
•
Duarte Bello;
•
Miguel Ángel Prado;
•
Spyridon Martinis.
21. Management structure
As exposed in topic 15 above, the governance model of EDPR was designed to ensure the transparent and meticulous
separation of duties and the specialization of supervision through the following structure of its governing bodies:
General Shareholders’ Meeting: which is the body in which the shareholders participate. Represents the Company with the full
authority corresponding to its legal personality and has the power to deliberate, vote and adopt decisions, particularly on matters
that the law and Articles of Association reserve for its decision and that must be submitted for its approval.
Board of Directors: that represents and administrates the Company under the broadest powers of management, supervision and
governance with no limitations other than the responsibilities expressly and exclusively granted to the jurisdiction of the General
Shareholders Meeting in the Company’s Articles of Association or in the applicable
law.
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ANNUAL REPORT EDPR 2020
Executive Committee: which is the delegated body of the Board of Directors entrusted to perform the daily management of the
business. As of 31
st
December 2020,
EDPR’s Executive Committee
was composed by the following members that were also
Joint Directors:
-
João Manso Neto (CEO and Chairman of the Executive Committee)
-
Rui Teixeira (Joint CEO and Executive Committee Coordinator)
-
Duarte Bello (COO Europe & Brazil and member of the Executive Committee)
-
Miguel Ángel Prado (COO North America and member of the Executive Committee)
-
Spyridon Martinis (COO Offshore and New Markets, CDO and member of the Executive Committee)
Other Delegated Committees: as regulated by the applicable Law and pursuant to the best corporate governance
recommendations, EDPR has set up two additional specialized internal committees:
The Audit, Control and Related Party Transactions Committee, whose main duties are the appointment of the company’s
auditors, the monitorization of internal risk management and control systems, the supervision of internal audits and compliance,
and also the ratification of transactions between EDPR and EDP and between its related parties, qualified shareholders,
directors, key employees or their relatives.
The Nominations and Remunerations Committee, whose main duties are the assistance and report to the Board of Directors in
the appointments, re-elections, dismissals, evaluation and remunerations of the members of the Board of Directors.
B) Functioning
22. Board of Directors regulations
EDPR’s
Board of Directors Regulations are available at
Company’s website
, and at
Company’s headquarters
at Plaza del
Fresno, 2, Oviedo, Spain.
23. Number of meetings held by the Board of Directors
According to the Law and its Articles of Association, EDPR’s Board of Direc
tors meetings take place at least once every quarter.
During the year ended on December 31
st
, 2020, the Board of Directors held eight (8) meetings. The notices and supporting
documents of the topics to be discussed in each meeting are sent to the Board members in advance to their proper discussion
during the meeting. Additionally the minutes of all meetings are drawn and also circulated.
121
The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2020:
BOARD MEMBER
POSITION
ATTENDANCE*
António Mexia
Chairman and Non-Executive Director
33.3%*
João Manso Neto
Vice-Chairman and Executive Director
100%*
Rui Teixeira
Joint CEO and Executive Director
100%
Duarte Bello
Executive Director
100%
Miguel Ángel Prado
Executive Director
100%
Spyridon Martinis
Executive Director
100%
Vera Pinto
Non-Executive Director
100%
Manuel Menéndez
Non-Executive Director
87.5%
António Nogueira Leite
Non-Executive Director
75%
Acácio Piloto
Non-Executive Director
100%
Allan J. Katz
Non-Executive Director
87.5%
Francisca Guedes De Oliveira
Non-Executive Director
100%
Francisco Seixas da Costa
Non-Executive Director
87.5%
Conceição Lucas
Non-Executive Director
100%
Alejandro Fernandez de Araoz
Non-Executive Director
87.5%
(*)
The percentage reflects the meetings attended by the Members of the Board, provided that, on July 6
th
, 2020 António Mexia and João
Manso Neto were suspended from their executive functions in all EDP Group companies and thus the percentage shown in the table
reflects the attendance calculated over the meetings celebrated until such date.
24. Competent body for the performance appraisal of Executive Directors
The key performance indicators for the appraisal of the Executive Directors are set in advance and approved by the General
Shareholder’s Meeting.
Once the corresponding fiscal year is completed, the Nominations and Remunerations Committee performs the first assessment
about the compliance with such key performance indicators, and submits its recommendation to the Board of Directors,
which evaluates the proposal of this committee and makes the final decision. Should be noted that according to the personal
law of EDPR, the definitive assessment of this performance is a non-delegable competence of the Board of Directors.
25. Performance evaluation criteria
The criteria for assessing the Executive Directors’ performance are described on topics 70, 71 and 72 of
this Chapter 5 of the
Annual Report.
26. Availability of the Members of the Board of Directors
The members of Board of Directors of EDPR are fully available for the performance of their duties having no constraints for the
execution of this function simultaneously with other positions. Additionally, Executive Directors of EDPR, do not perform any
other executive duties outside the Group. The positions held at the same time in other companies within and outside the Group,
and other relevant activities undertaken by members of the Board of Directors throughout the financial year are listed in the
Annex I of this Chapter 5 of the Annual Report.
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ANNUAL REPORT EDPR 2020
C) Committees within the Board of Directors or Supervisory Board and Managing Directors
27. Board of
Directors’ Committees
As previously exposed, in line with Spanish Law
and as specifically foreseen in Article 10 of the Company’s Articles of
Association, the Board of Directors is entitled to create delegated bodies. The Board of Directors of EDPR has set up three
committees:
•
Executive Committee
•
Audit, Control and Related-Party Transactions Committee
•
Nominations and Remunerations Committee
With the exception of the Executive Committee, the other committees are composed exclusively by independent members.
28. Executive Committee composition
Pursuant to Article 27 of the
Company’s
Articles of Association, the Executive Committee shall consist of no less than four (4)
and no more than seven (7) Directors.
Its constitution, the nomination of its members and the extension of the powers delegated must be approved by two- thirds (2/3)
of the members of the Board of Directors.
As of December 31
st
, 2020, EDPR Executive Committee was composed by the following members, who were also Joint
Directors:
•
João Manso Neto, Chairman and CEO
•
Rui Teixeira, who since July 6
th
is the Executive Committee Coordinator
•
Duarte Bello (COO Europe& Brazil)
•
Miguel Ángel Prado (COO North America)
•
Spyridon Martinis (COO Offshore & New Markets, and CDO)
Additionally, Emilio García-Conde Noriega is the Secretary of the Executive Committee.
29. Committees competencies
Executive Committee
Composition
The composition of the Executive Committee is described on the previous topic.
Competences
The Executive Committee is a permanent body in charge of the daily management of the Company, to which all the
competences of the Board of Directors that are delegable under the law and the Articles of Association can be assigned.
123
Functioning
In addition to the Articles of Association, this committee is also governed by its regulations approved on June 4
th
2008 and last
amended on November 2
nd
, 2016. The committee regulations are available at the
Company’s
website.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairperson, who may
also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two
(2) of its members.
The notices and supporting documents of the topics to be discussed in each meeting of this committee are sent to its members
in advance to their proper discussion during the meeting, being the minutes of all meetings drawn and also circulated.
Additionally, this committee informs about of its decisions at the first Board held after each committee meeting.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be
adopted by majority. In the event of a tie, the Chairman shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other Directors or corporate bodies whenever requested to do
so.
2020 Activity
The
Executive Committee’s
main activity is the daily management of the Company, and in the execution of such duties,
during 2020 held a total of fifty-one (51) meetings.
Audit, Control and Related Party Transactions Committee
Composition
Pursuant to Article 28 of the
Company’s
Articles of Association and Article 9 of its Regulations, the Audit, Control and Related
Party Transactions Committee consists of no less than three (3) and no more than five (5) members.
According to Article 28.5 of the Articles of Association the term of office of the Chairman of the Audit, Control and Related Party
Transactions Committee is a maximum of six (6) years. Following the proposal submitted by the Nominations and Remuneration
Committee, its Chairman, Acacio Piloto, was first elected for this position on June 27
th
, 2018.
The Audit, Control and Related Party Transactions Committee consists of three (3) non-executive and independent members,
plus the Secretary who until December 30
th
2020
2
, were the following:
•
Acacio Piloto, who is the Chairman
•
Antonio Nogueira Leite
•
Francisca Guedes de Oliveira
Additionally, Mr. Emilio García-Conde Noriega is the Secretary of the Audit, Control and Related Party Transactions
Committee.
The committee members shall maintain their positions for as long as they are Company Directors. Nevertheless, the Board may
decide to discharge members of the committee at any time, and also the members may resign of these positions but still
maintaining their seat as Members of the Board of Directors.
2
Francisca Guedes de Oliveira presented her resignation as Member of the Board with effects 30
th
December 2020, and therefore also as member of the Audit, Control, and Related Party Transactions
Committee. In order to fill this vacancy at the committee level, the Board of Directors resolved at its meeting held on January 19
th
, 2021 to appoint Francisco Seixas as new member of the Audit, Control
a
nd Related Party Transactions Committee.
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ANNUAL REPORT EDPR 2020
Competences
Notwithstanding the other duties that the Board may assign to this committee, it shall perform supervisory functions of Audit and
Control independently from the Board of Directors, as well as, supervisory functions of the transactions between Related
Parties, as follows:
A)
Audit and Control functions:
•
Reporting through the Chairperson on questions falling under its jurisdiction to the General Shareholders’
Meetings;
•
Proposing the appointment of the Company’s auditors to the Board of Directors for subsequent approval by the
Gen
eral Shareholders’ Meeting, as well as the contractual conditions, scope of the work –
specially concerning audit
services, “audit related” and “non
-
audit” –
annual activity evaluation and revocation or renovation of the
auditor appointments;
•
Supervising the finance reporting and the functioning of the internal risk management and control systems, as well as
evaluating those systems and proposing the adequate adjustments according to the Company necessities (including
without limitation, the monitorization of the development of the strategic lines and risk policies defined);
•
Supervising internal audits and compliance;
•
Establishing a permanent contact with the external auditors to assure the conditions, including independence, that
may be adequate for provision of services performed by them acting as the Company speaker for the subjects related
to the auditing process, and receiving and maintaining information on any other questions regarding
accounting subjects;
•
Preparing an annual report on its activities, including eventual constraints, and expressing an opinion on the
Management Report, the accounts and the proposals presented by the Board of Directors;
•
Receiving notices of financial and accounting irregularities presented by the
Company’s
employees, shareholders, or
entities that
have a direct interest and judicially protected, related with the Company’s social
activity;
•
Engaging the services of experts to collaborate with committee members in the performance of their functions (when
engaging the services of such experts and determining their remuneration, it must be taken into account the
importance of the matters entrusted to them and the economic situation of the Company);
•
Drafting reports at the request of the Board and its committees;
B)
Related Party Transactions functions:
•
Periodically reporting to the Board of Directors on the commercial and legal relations between EDP or related entities
and EDP Renováveis or related entities;
•
In connection with the approval of the Company's annual results, reporting on the commercial and legal relations
between the EDP Group and the EDP Renováveis Group, and the transactions between related entities during the
fiscal year in question;
•
Ratifying transactions between EDP and/or related entities with EDP Renováveis and/or related entities by the
stipulated deadline in each case, provided that the value of the transaction exceeds €5.000,000 or represents 0.3% of
the consolidated annual income of the EDP Renováveis Group for the fiscal year before;
•
Ratifying any modification of the Framework Agreement signed by EDP and EDP Renováveis on May 7
th
, 2008;
•
Making recommendations to the Board of Directors of the Company or its Executive Committee regarding the
transactions between EDP Renováveis and related entities with EDP and related entities;
•
Asking EDP for access to the information needed to perform its duties;
125
•
Ratifying, in the correspondent term according to the necessities of each specific case, the transactions between
Qualifying Holdings other than EDP with entities from the EDP Renováveis Group whose annual value is superior to
1.000.000€;
•
Ratifying, in the correspondent terms according to the necessities of each specific case, the transactions between
Boa
rd Members, “Key
Employess”
and/or Family Members with entities from EDP Renováveis Group whose annual
value is superior to
75.000€.
Functioning
In addition to the Articles of Association and the law, this committee is governed by its regulations approved on June 27
th
2018,
which are available at the
Company’s website
.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit. The notices and supporting
documents of the topics to be discussed in each meeting of this committee are sent to its members in advance to their proper
discussion during the meeting. Additionally, this committee shall draft minutes of every meeting held and inform the Board of
Directors of its decisions at the first Board held after each committee meeting.
Decisions shall be adopted by majority and the Chairperson shall have the casting vote in the event of a tie.
2020 Activity
In 2020 the Audit, Control and Related Party Transactions c
ommittee’s activities included the
following:
A)
Audit and Control Activities:
•
Monitor the closure of quarterly accounts, first half-year and year-end accounts;
•
Information about the proposals of application of results for the fiscal year ended on December 31
st
2020 and the
distribution of dividends;
•
Information about the independence of the External Auditor;
•
Assessment of the external
auditor’s
work, especially concerning the scope of work in 2020, approval of all
“audit
related”
and
“non
-
audit” services and analysis of external auditor’s
remuneration;
•
Analysis the service proposal presented by the external Auditors for 2021-2023;
•
Supervision of the quality and integrity in the preparation and disclosure of the financial information in accordance with
the applicable accounting policies, estimates and judgments;
•
Drafting of an opinion about the individual and consolidated reports (including the Corporate Governance report) and
accounts, in a quarterly, half year and yearly basis;
•
Monitorization of the 2020 Internal Audit Action Plan and pre-approval of the draft prepared for the 2020 Internal Audit
Action Plan;
•
Monitorization of the recommendations issued by Internal Audit and reviewing the Internal Audit Standard;
•
Follow-up and supervision of the quality, integrity and efficiency of the treasury management (finance and debt), the
internal control system, risk management and internal auditing;
•
Evaluation of the strategies and risk policies adopted, and elaborating a report including its assessment about the risk
management during 2020;
126
ANNUAL REPORT EDPR 2020
•
Information about Whistle-Blowing;
•
Information about the contingencies affecting to the Group;
•
Issuance of the report of its activities performed during 2019 and self-assessment about its performance, as well as
an specific anual report regarding the appraisal of the Internal Audit functions and Internal control activities.
•
Analysis of the decision of incorporating a new department
(“CIC”)
in the Company centralizing the Compliance and
Internal Control functions (including SCIRF), as well of the proposal issued by the Nominations and Remunerations
Committee regarding the candidate to perform its direction;
•
Analysis of the new candidate proposed for the Internal Audit direction.
B)
Related Party Transactions Activities:
In 2020, the Audit, Control and Related Party Transactions Committee revised, approved and proposed to the Board of
Directors the approval of agreements and contracts between related parties submitted to its consideration.
Section E
–
I, topic 90 of Chapter 5 this Annual Report includes a description of the fundamental aspects of the agreements and
contracts between related parties.
The Audit, Control and Related Party Transactions Committee found no constraints during its control and supervision activities.
The information regarding the meetings celebrated by this committee and the attendance of its related members during the year
2020 is described at topic 35.
Nominations and Remunerations Committee
Composition
Pursuant to Article 29 of the
Company’s
Articles of Association and Article 9 the Nominations and Remunerations Committee
Regulations, this committee shall consist of no less than three (3) and no more than six (6) members. At least one of its
members must be independent and shall be its Chairman.
In accordance with its personal law (Spanish law), with recommendation V.3.3. of the Corporate Governance Code of IPCG,and
to the extent possible with recommendation V.2.1. of the Corporate Governance Code of IPCG (as considering that in Spain this
committee shall be created by the Board and being entirely comprised by members of its Board of Directors), the Nominations
and Remunerations Committee of EDPR is entirely constituted by Non-Executive Directors and being the majority of them
independent.
As of December 31
st
, 2020, the Nominations and Remunerations Committee consists of three (3) independent members, who
are the following:
•
Antonio Nogueira Leite, who is the Chairman
•
Francisco Seixas da Costa
•
Conceição Lucas
Additionally, Emilio García-Conde Noriega is the Secretary of the Nominations and Remunerations Committee.
None of the committee members are spouses or up to third degree relatives in direct line of the other members of the Board of
Directors.
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may
decide to discharge members of the committee at any time and the members may resign said positions while remaining
Company Directors.
127
Competences
The Nominations and Remunerations committee is a permanent body belonging to the Board of Directors with an informative
and consultative nature and its recommendations and reports are not binding.
The Nominations and Remunerations committee has no executive functions. The main functions of the Nominations and
Remunerations committee are to assist and report to the Board of Directors about appointments (including by co-option), re-
elections, removals and remuneration of the Board Members and its Officers, the composition of the Board delegated
committees; as well as the appointment, remuneration, and removal of executive staff.
The Nominations and Remunerations Committee shall also inform the Board of Directors on general remuneration and incentive
policy and incentives for Board members and executive staff. These functions include the following:
•
Defining the standards and principles governing the composition of the Board of Directors and the selection and
appointment of its members;
•
Proposing the appointment and re-election of Directors in cases of appointment (including nominations by co-option)
for the submission to the General Shareholders’ Meeting by the Board of
Directors;
•
Proposing to the Board of Directors the candidates for the different committees;
•
Proposing to the Board, within the limits established in the Articles of Association, the remuneration system,
distribution method, and amounts payable to the Directors;
•
Making proposals to the Board of Directors on the conditions of the contracts signed with Directors;
•
Informing
and making proposals to the Board of Directors regarding the appointment and/or removal of executives and the
conditions of their contracts and generally defining the hiring and remuneration policies of executive staff;
•
Reviewing and reporting on incentive plans, pension plans, and compensation packages;
•
Any other functions assigned in the Articles of Association or by the Board of Directors.
On its meeting held on December 14th, 2016, the Board of Directors approved to delegate the functions related to the reflection
on the Corporate Governance structure and on its efficiency in the Nominations and Remunerations Committee. In the
performance of these functions, this committee annually issues a report where the Corporate Governance system adopted by
the Company is analyzed.
In accordance with the personal law of EDPR, all the Board Members shall attend to the
General Shareholder’s
Meeting, and as
exposed in topic 15 of this Chapter 5 of the Annual Report, all the Delegated Committees are composed Directors. As such, the
Chairperson of the Nominations and Remunerations Committee shall attend the
Shareholder’s Meetings,
and in case its agenda
includes any topic related to remuneration of the
company’s governing bodies,
this Director will be most adequate to answer.
During 2020 one
Shareholders’
Meeting was held on March 26
th
, and the Chairperson of the Remuneration Committee, Antonio
Nogueira Leite, attended.
Functioning
In addition to the Articles of Association, the Nominations and Remunerations Committee is governed by its Regulations
approved on June 4
th
2008.
The notices and supporting documents of the topics to be discussed in each meeting of this committee are sent to
its members in advance to their proper discussion during the meeting. Additionally, this committee shall draft minutes of
every meeting held and inform the Board of Directors of its decisions at the first Board held after each committee meeting.
Decisions shall be adopted by majority and the Chairperson shall have the deciding vote in the event of a tie.
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ANNUAL REPORT EDPR 2020
2020 Activity
In 2020 the Nominations and Remunerations Committee held two (2) meetings, and the main activities performed were:
•
Performance evaluation of the Board of Directors and Delegated Committees;
•
Analysis of the main principles of the new Remunerations Policy proposed for 2020-2022;
•
Drafting of the Declaration of the Board of Directors Remuneration Policy for 2020 to be proposed to the Board
of Directors for its submission to the General Shareholders Meeting;
•
Analysis of the decision of incorporating a new department
(“CIC”)
in the Company centralizing the Compliance and
Internal Control functions (including SCIRF), as well as the proposal regarding the candidate to perform its direction
and the objtectives, functions and reporting lines to be applied;
•
Development of an analysis regarding the gender diversity criteria regulation and recommendations applicable to
EDPR in 2020;
•
Drafting the report of its activities performed during the year 2019;
•
Analysis and issuance of a reflection on the Corporate Governance system adopted by EDPR;
•
Analisis and ackwoledgement of the mesures applied to António Mexia and João Manso Neto in the context of the
judicial procedure undergoing related to the activity of EDP
–
Energias de Portugal, concluding to this extent that the
reinforcement of the executive line with an additional member would be advisible to ensure the agility of its response,
and therefore proposed to the Board of Directors to establish the number of members of the Executive Committee in
five (5) in accordance with Article 27.3 of the Bylaws, and to appoint Rui Teixeira as new member of the Executive
Committee and as Joint CEO, designated as the responsible person to coordinate the Executive Committee activities
and to liaise with EDP
–
EDPR’s principal shareholder
.
III.Supervision
A) Supervision
30. Supervisory Board model adopted
EDPR’s governance model,
as long as it is compatible with its personal law (Spanish law), corresponds to the so -called
“Anglo
-
Saxon” model
set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors,
and the supervision and control duties are of the responsibility of an Audit, Control and Related Party Transactions Committee.
31. Composition of the Audit, Control and Related Party Transactions Committee
The Audit, Control and Related Party Transactions Committee is comprised only by non-executive and independent members,
as follows:
MEMBER
MEMBER
DATE
OF
FIRST
APPOINTMENT
Acacio Piloto
Chairman
27/06/2018
Antonio Nogueira Leite
Vocal
6/11/2018
Francisca Guedes de Oliveira*
Vocal
27/06/2018
*Francisca Guedes de Oliveira presented her resignation as Member of the Board with effects 30
th
December 2020, and therfore also as member of the Audit, Control, and
Related Party Transactions Committee. In order to fill this vacancy at the committee level, the Board of Directors resolved at its meeting held on January 19
th
, 2021 to
appoint Francisco Seixas as new member of the Audit, Control and Related Party Transactions Committee.
129
32. Independence of the Members of the Audit, Control and Related Party Transactions Committee
Information concerning the independence of the members of the Audit, Control and Transactions Party Committee is available
on the chart of topic 18 of this Chapter 5 of the Annual Report. As mentioned on the first paragraph of topic 18, the
independence of the members of the Board and of its c
ommittees is evaluated according to the Company’s personal law, the
Spanish law.
33. Professional qualifications and biographies of the Members of the Audit, Control and Related
Party Transactions Committee
Professional qualifications of each member of the Audit, Control and Related Party Transactions Committee and other important
curricular information, are available in the Annex I of this Chapter 5 of the Annual Report.
B) Functioning
34. Audit, Control and Related Party Transactions Committee Regulations
The Audit, Control and Related Party Transactions Committee regulations are available at the
Company’s website and at the
Company’s Headquarters
at Plaza del Fresno, 2, Oviedo, Spain.
35. Number of meetings held by the Audit, Control and Related Party Transactions Committee
The Audit, Control and Related Party Transactions Committee regularly meets representatives of the internal specialized
departments involved in the areas under c
ommittee’s competences
in order to discuss the information periodically reported
about, among others, work plans and resources of the internal auditing service (including Compliance), Company accounts,
detection of potential irregularities (whistleblowing), global risk management and audit and non-audit services provided by
the External Auditor (including the appraisal about its independence). This relationship provides a wider information to the
committee that would be taken into account for the development of its functions and in particular, for the assessments issued
under the elaboration of the Internal Control Report, the SCIRF Report and the Risk Management Report, that this committee
issues for every fiscal year.
During 2020, the Audit, Control and Related Party transactions Committee held a total of nine (9) meetings, and as referred in
paragraph above, in order to better perfom its supervisory functions over the activities reported by the areas within its
competentences, the committee invited the responsible teams of the related areas to several of these meetings as follows:
Internal Audit participated in eight (8), CIC (Compliance and Intercal Control) in four (4), Global Risk in four (4), Planing and
Control in four (4); Finance in five (5) and Administration, Consolidation and Tax in nine (9). Likewise, the committee invited the
External Auditors to four (4) of these meetings.
The following tables reflect the attendance of the members of the Audit, Control and Related Party Transactions Committee to
its meetings held during 2020:
MEMBER
POSITION
ATTENDANCE
Acacio Piloto
Chairman
100%
Antonio Nogueira Leite
Vocal
89%
Francisca Guedes de Oliveira
Vocal
100%
36. Availability of the Members of the Audit, Control and Related Party Transactions Committee
The members of the Audit, Control and Related Party Transactions Committee are fully available for the performance of their
duties having no constraints for the execution of this function simultaneously with positions in other companies. The positions
held simultaneously in other companies inside and outside the Group and other relevant activities undertaken by members of
this committee throughout the financial year are listed in Annex I of this Chapter 5 of the Annual Report.
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ANNUAL REPORT EDPR 2020
C) Powers and duties
37. Procedures for hiring additional services to the External Auditor
In accordance to the Recommendation VII.2.1. of the IPCG Corporate Governance Code, in EDPR there is a policy of pre-
approval by the Audit, Control and Related Party Transactions Committee of the the provision of non-audit services to be
provided by the External Auditor and any related entity. This policy was strictly followed during 2020.
The non
–
audit services provided by the External Auditor and entities in a holding relationship with or incorporated in the same
network as the External Auditor were previously approved by the Audit, Control and Related Party Transactions Committee
according to Article 8.A), b) of its Regulations, considering the following aspects: (i) such services having no effect on the
independence of the External Auditor and any safeguards used; and (ii) the position of the External Auditor in the provision of
such services - notably the External Auditor
’
s experience and knowledge of the Company.
Furthermore, although hiring services other than auditing services to the External Auditor is admissible, it is envisaged as an
exception. In 2020 such services reached only around 6.5% of the total amount of services provided to the Company.
38. Other duties of the Audit, Control Related Party Transactions Committee
Apart from the competences expressly delegated on the Audit, Control and Related Party Transactions Committee according to
Article 8 of its Regulations, and in order to safeguard the independence of the External Auditor, the following additional
competences of this committee were exercised during the 2020 financial year and should be highlighted:
•
Pre-approval of any services to be hired from the External Auditor and perform its direct and exclusive supervision;
•
Assessment of the qualifications, independence, and performance of the External Auditors, and obtaining, yearly and
directly from the External Auditors, written information on all relations existing between the Company and the Auditors
or associated persons, including all services rendered and all services in progress. In order to evaluate independence,
the Audit
Committee, obtained the information regarding External Auditors’ independence in light of the Spanish Law
no. 22/2015 of July 20th, 2015 (
“
Ley de Auditoría de Cuentas
”
);
•
Review of the transparency report, signed by the Auditor and disclosed at its website. This report covers the matters
provided for under Law no. 22/2015 of July 20th, 2015 (
“
Ley de Auditoría de Cuentas
”
); including those regarding
the quality control internal system of the audit firm and the quality control procedures carried out by the competent
authorities;
•
Review with the External Auditors their scope, planning, and resources to be used in their provision of services;
IV-V. STATUTORY AND EXTERAL AUDITORS
39-41.
According to the Spanish law, the External Auditor (
“
Auditor de Cuentas
”
) is appointed by the General Shareholders
’
Meeting and corresponds to the statutory auditor body (
“
Revisor Oficial de Contas
”
) described on the Portuguese Law.
The information about the External Auditor is available in topics 42 to 47 of Section V of this Chapter 5 of the Annual Report.
42. External Auditor identification
The main criteria considered in the selection of the most suitable and competitive firm to be appointed as External Auditor are
the following:
•
Recognized technical and professional track record as External Auditor;
•
Consolidated
Know-How
about the business developed by the whole Group;
131
•
Tailored and highly prepared working team;
•
Competitive contractual conditions and working methodology (including but without limitation, the total estimation of
hours required for the development of the services- both as a total for the complete provision of services, and per
each professional category of the proposed team);
•
Competitive fee proposal, including the final cap and a breakdown referring the price average per hour, and the
remuneration per hour for each professional category of the proposed team.
As a result of a competitive process launched in 2017, during which the above criteria were exhaustively analyzed,
PricewaterhouseCoopers
Auditores, S.L. was appointed as EDPR SA External Auditor by the Shareholder’s Meeting held on
April 3
rd
, 2018. PricewaterhouseCoopers Auditores, S.L., is a Spanish Company registered at the Spanish Official Register of
Auditors under number S0242 with Tax Identification Number B-79031290 and whose audit partner in charge of EDPR is Iñaki
Goiriena.
43. Number of years of the External Auditor
PricewaterhouseCoopers Auditores, S.L. is in charge of the audit of EDPR SA accounts for the years 2018, 2019 and 2020,
being 2018 the first year performing these duties.
44. Rotation Policy
According to the personal Law of EDPR - the Spanish Law- the maximum term for an audit firm as the External Auditor of a
company is established in a 10-year term.
Following the proposal of the Audit, Control and Related Party Transactions Committee presented to the Board of Directors to
its submi
ssion to the General Shareholders’ Meeting, on its meeting held on
April 3
rd
,
2018, it was approved to appoint
PricewaterhouseCoopers
Auditores, S.L as EDPR’s External Auditor for the years 2018, 2019 and 2020.
45. External Auditor evaluation
The Audit, Control and Related Party Transactions Committee is responsible for the monitorization and annual evaluation of the
services provided by the External Auditor according to the competences granted by its Regulations. In order to perform this
assessment, this committee periodically includes in the agenda of its meetings a topic regarding the review of the services
provided by the External Auditor (both audit an
non-audit
) and the fees already incurred and those estimated until year
end. Likewise, and as exposed in topic 35 of this Chapter 5 of the Annual Report, the External Auditor attends and participates
in some of the meetings held by this committee, mainly in order to analyze the results of their audit reports. As such, the Audit,
Control and related Party Transactions Committee acts as the company speaker with the External Auditor, with whom
establishes a permanent contact throughout the year to assure the proper conditions for the provision of both the statutory audit
services and non-audit services, and being also the body in charge of monitoring its independence along the year. Likewise, the
External Auditor shall sign an annual statement declaring its independence.
During 2020, according to the Audit, Control and Related Party Transactions Commit
tee’s competences and in line with
Recommendation VII.2.2, this committee was the first and direct recipient and the corporate body in charge of the permanent
contact with the External Auditor on matters that may pose a risk to their independence as well as any other matters related to
the auditing of accounts.
Additionally, in compliance with the auditing standards in effect, it also receives and maintains the record of information about
other matters as provided in the applicable auditing and accounting legislation. The External Auditor, within the scope of
its duties, verified the implementation of the remuneration policies and systems of the corporate bodies as well as the efficiency
and effectiveness of the internal control mechanisms and report any shortcomings to the Audit, Control and Related
Party Transactions Committee of the Company.
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ANNUAL REPORT EDPR 2020
46. Non-Audit Services carried out by the External Auditor
On March 3
rd
, 2016, it was approved the regulation on the provision of services by the Statutory Auditor or Statutory Audit Firm,
which defines and promotes criteria and methodologies to safeguard the independence of the audit and non-audit services
(SDA).
In accordance with such regulation, the Audit, Control and Related Party Transactions Committee closely follows the
requests of non- audit services, each of which necessarily require the preapproval of this committee before its provision as
per exposed in topic 29 of this Chapter 5 of the Annual Report and Article 8.A),b) of its Regulations.
The identification of such non- audit services that will eventually be provided by the External Auditors is performed under the
rules issued by the European Union on this matter, in particular under Regulation 537/2014 and the Spanish Auditing Law nº
22/2015, of 20
th
July, as well as when applicable, in line with the particularities of the local regulations where the service is to be
provided.
During 2020 the non-audit services provided by the External Auditor of EDP Renováveis S.A
(PricewaterhouseCoopers Auditores, S.L) consisted mostly on i) limited review as of June 30
th
, 2020 of the EDPR Consolidated
Financial Statements; ii) review of the internal control system on financial reporting for the EDPR Group; and iii) review of the
non-financial information related to sustainability included in the
EDPR Group’s annual report. Other non
-audit services provided
by the External Auditor or its network to
EDPR’s
subsidiaries mainly refer to i) quarterly reviews as of March 31
st
,2020 and
September 30
th
, 2020 for
EDP Group’s consolidation purposes;
and ii) agreed-upon procedures, mainly related to the review
of covenants in the context of bank financing agreements, external
auditor’s certifications for share capital transactions
as required by local Laws and IFRS conversion/adoption for some EDPR subsidiaries.
PricewaterhouseCoopers Auditores, was engaged to provide the above-mentioned services due to its in-depth knowledge of the
Group’s
activities and processes. These engagements did not risk their independence as External Auditors and were pre -
approved by the Audit, Control and Related Party Transactions Committee prior to rendering the services.
47. External Auditor remuneration in 2020 for EDP Renováveis S.A. and subsidiaries
TYPE OF SERVICE
PORTUGAL
SPAIN
BRAZIL
US
OTHER
TOTAL
%
Audit and statutory audit
of accounts
161,802
583,370
166,671
1,066,435
684,006
2,662,284
93.5%
Total audit related
services
161,802
583,370
166,671
1,066,435
684,006
2,662,284
93.5%
Other non-audit services
-
151,382
4,000
-
29,007
184,389
6.5%
Total non-audit related
services
-
151,382
4,000
-
29,007
184,389
6.5%
Total
161,802
734,752
170,671
1,066,435
713,013
2,846,673
100,00%
The amount of Other non-audit services in Spain includes, among others, services that refer to the entire Group such as the
review of the internal control system on financial reporting and review of the non-financial information related to sustainability
included in the EDPR Group
’
s annual report, which are invoiced to a Spanish companies. This amount also includes the
limited review as of June 30, 2020 of the EDPR Consolidated Financial Statements and other reviews for Group consolidation
purposes which are considered non-audit services according to the respective local regulation.
Total amount for Spain refers to services provided by PricewaterhouseCoopers Auditores S.L.
The above fees exclude the fees for full consolidated Viesgo companies which are also audited by PricewaterhouseCoopers
Auditores S.L in the amount of 90,471 Euros and the fees for the companies that were sold during 2020 (see note 6 of the
consolidated annual accounts).
133
C. Internal organisation
I. Articles of Association
48. Amendmets to the articles of association
The amendments of the Articles of Association of the Company are of the responsibility of the
General Shareholders’ Meeting.
According to Article 17 of the
Company’s
Articles of Association
(“
Constitution of the
General Shareholders’ Meeting,
Adoption of resolutions
”),
to validly approve any amendment to the Articles of Association, the Ordinary or Extraordinary
Shareholders’ Meeting
will need:
•
On first call, that the Shareholders either present or represented by proxy, represent at least fifty percent (50%) of the
subscribed voting capital.
•
On second call, that the Shareholders either present or represented by proxy, represent at least twenty-five percent
(25%) of the subscribed voting capital.
In the event that the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the
resolutions referred to in the present paragraph will be validly adopted when reached absolute majority. If the shareholders
attending represent between twenty-five percent (25%) and fifty percent (50%)
–
but without reaching it
–
the favorable vote of
two-
thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting will be required in order to validly
approve these resolutions.
II. Reporting of irregularities
49. Irregularities communication channels
WHISTLEBLOWING
EDPR has always carried out its activity by consistently implementing measures to ensure the good governance of its
companies, including the prevention of incorrect practices, particularly in the areas of accounting and finance.
On this basis, and in compliance with the provisions of IPCG Corporate Governance Code, EDPR provides the Group workers
with a channel enabling them to report directly and confidentially to the Audit, Control and Related Party transactions Committee
any practice presumed illicit or any alleged accounting and/or financial irregularity in their Company.
With this channel for reporting irregular accounting and financial practices, EDPR aims to:
•
Guarantee conditions that allow workers to freely report any concerns they may have in these areas to the Audit, Control,
and Related Party Transactions Committee;
•
Facilitate the early detection of irregular situations, which, if practiced, might cause serious damage to the EDPR Group, its
workers, customers and shareholders.
Contact with the Company’s Audit, Control and Related Party Transactions Committee to this extent is only possible by email
and post, and access to information received is restricted.
Any complaint addressed to the Audit, Control and Related Party Transactions Committee will be kept strictly confidential and
the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. He/she will be
assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the
whistle on irregularities, provide information, or assist in an investigation. The process and functioning rules of this channel are
explained in the Welcome Presentation organized every year for the new hires of EDPR and also published on the intranet and
website of the Company. The bylaws of this channel are available at the intranet of the Company, which includes, among other
issues, the regulation of the suitable means and procedure of communication and treatment of irregularities, and the terms of
safeguarding the confidentiality of the information transmitted and the identity of its provider.
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ANNUAL REPORT EDPR 2020
The Secretary of the Audit, Control and Related Party Transactions Committee receives all the communications and presents a
quarterly report to the members of the Committee. In 2020 there were no communications through this channel regarding any
irregularity at EDPR.
CODE OF ETHICS AND ETHICS CHANNEL
EDPR has astrong commitment in relation to the dissemination and promotion of compliance with ethic guidelines and principles
like transparency, honesty, integrity, non-discrimination, equal opportunity, and sustainability, which is encouraged to all
employees. With this goal, a new Code of Ethics was approved in December 2020 which replaces the Code of Ethics of
February, 2014 as well as the regulation to the Code of Ethics. The commitments of this new Code are equally applicable to
EDPR business partners, representatives and suppliers who are, in any way, entitled to act on behalf of EDPR.
Other suppliers are explicitly required to respect this Code, in accordance with the obligations arising from qualification
procedures or established contracts.
The Code of Ethics is
an “action guide” reflecting the way EDPR believes one should work, therefore its enforcement is
inevitably mandatory; and thefore, employees who do not comply with this Code shold be subject to disciplinaty actions under
the terms of the applicable regulations. Suppliers to whom the Code is applicable will also be subject, in the event of non-
compliance, to the measures or sanctions contractually established or arising from the assessment and qualification procedures
in force at EDPR.
The Code is a privileged tool that frames the reflection on Ethics, but it is essentially a means of supporting the resolution of
ethical issues, since it presents standards and norms of behaviour that help sustain our decisions
Both the Code and its regulations are published on its intranet and website and attached to the labour agreements of the new
hires to their written acknowledgement when they join the Company. Likewise, this Code has been widely circulated to the
employees of the Group through internal communications and additionally, with the objective that every employee of
the Company receive an specific training on Ethics at least once, the Company periodically, provides an online
course
(“Ética
EDP”)
to all the employees. In this sense, during 2020 the following Ethic courses were launched: (i)
Ethics is
Value: in me, in society, in EDP
; and (ii)
Ética é valor:15 anos de edifício ético EDP
.
In order to support and achieve its Ethics Code and Ethics commitments and initiatives, and with the aim of minimizing the risk
of unethical practices, generating transparency and trust in relationships, EDPR has also approved and implemented the
following:
•
Ethics Committee:
is a committee enterely composed by independent members , whose objective is to ensure the
Code of Ethics compliance within the Company, processing all information received to this extent and establishing, if
appropriate, corrective actions.
The main functions of the Ethics Committee are the receipt, registration, processing and reporting to the Board of
Directors of information and reports received by the employees regarding infractions of the Code in matters of
legislation and ethics, conduct in the work environment, human rights and equal opportunities, integrity, relations
with customers and suppliers, the environment and sustainability. These functions include the following:
-
Proposing corporate ethics instruments, policies, goals and targets;
-
Monitoring application of the Code of Ethics, laying down guidelines for its regulation and overseeing its
proper application by the Company and its subsidiaries;
-
Analysing reported infractions of the Code of Ethics, deciding on their relevance and admissibility;
-
Deciding if there is any need for a more in-depth investigation to ascertain the implications and persons
involved. The Ethics Committee may, for this purpose, use internal auditors or hire external auditors
or other resources to assist in the investigation;
-
Appointing the Ethics Ombudsperson;
-
Any other functions assigned to it in the Articles of Association or by the Board of Directors.
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The Ethics Committee shall be composed by three members: the Chairman of the Audit, Control and Related Party
Transactions Committee, the Chairman of the Appointments and Remuneration Committee, and the Compliance Officer.
As of December 31
st
, 2020, the members of the Ethics Committee are as follows:
-
Acacio Piloto, Chairman of the Ethics Committee as Chairman of the Audit, Control and Related Party
Transactions Committee;
-
Antonio Nogueira Leite, vocal of the Ethics Committee as Chairman of the Nominations and Remunerations
Committee;
-
Joao Paulo Cruz Bastia Mateus, vocal of the Ethics Committee as Compliance Officer of EDPR;
The Ethics Committee shall meet at least once a year and whenever the Chairman deems it is necessary, and its
meetings shall be validly convened when one-half plus one of its members are present or represented at the meeting.
The resolutions of the Ethics Committee shall be approved by majority vote with the Chairman casting deciding vote in the
event of a tie. This Committee shall also inform the Board of Directors of the resolutions it approves at the first meeting of
the Board following the Committee meeting in which the resolution was agreed.
•
Ethics Ombudsperson:
is an external person from the Company that receives complaints and doubts submitted through
the Ethics Channel and investigates and documents the procedure for each of them, with guaranteed confidentiality in
relation to the identity of the claimant. The appointment for this position is made by the Ethics Committee. Its
main functions are therefore as follows:
-
Receiving the doubts and claims submitted through the Ethics channel and preparing and documenting the cases;
-
Submitting the related reports of the claims received to the Ethics Committee;
-
Monitoring each case analyzed until its conclusion, liaising with the complainant whenever necessary.
Since January 2019, the Ombudsperson of EDPR is Maria Manuela Casimiro da Silva.
•
Ethics Channel:
is an internal and external channel made available for the submission of claims and doubts about the
infringements of the Ethics Code in matters of legislation and ethics, conduct in the work environment, human rights and
equal opportunities, integrity, relations with customers and suppliers, environment and sustainability. This channel is
available on the intranet and Website of the Company and its existence and functioning is also introduced in Welcome
Presentation organized every year for the new hires of EDPR. The procedure and workflow of the claims and queries
submitted through this channel is regulated under the Regulations of the Code of Ethics and the regulations of the Ethics
Committee, and is as follows:
1.
The claimant (internal or external) submits its communication through the Ethics Channel (by email or letter
through the template available at the Website an intranet), which is received by the Ethics Ombudsperson.
2.
The Ethics Ombudsperson starts the investigation and drafts the related report.
3.
The Ethics Ombudsperson submits the summary of the investigation to the Ethics Committee (omitting the
identity of the complainant) for its deliberation about the effective infringement of the Ethics Code or not and,
to analyse if additional information is needed. If the latest were the case, an investigation will be carried out with
the support of internal or external means as appropriate.
4.
The final decision about the query or claim is communicated to the claimant. The Ethics Ombudsperson will
make further contact with the complainant to report the opinion of the Ethics Committee.
In 2020, there were three (3) claims submitted through the Ethics Channel. Two of them were considered unfounded, and the
other one as inconclusive. Thus, the Ethics Committee declared the closing
3
of the processes and filed the claims.
3
One of the claims was concluded in early 2021.
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ANNUAL REPORT EDPR 2020
ANTI-CORRUPTION POLICY
In order to ensure compliance with the standards of Anti-Corruption Regulation in every geography where EDPR operates, the
Company developed in 2014 an Anti-Bribery Policy of application to all EDPR Group, which was approved by its Board of
Directors on December 19
th
2014, and last updated in 2017. A new revision of the Anti-Corruption Policy was performed in July
2019 and approved by the Executive Committee; and communicated to all EDPR Employees.
This Anti-Corruption Policy implies a series of procedures regarding the relationships of EDPR employees with external parties,
namely the approval of certain actions regarding hospitality to and from external parties, donations, and sponsorships. This
Policy was implemented in the Group in 2015, through the introduction of several approval systems in the corporate’s employee
channels in order to ensure transparency and prevent any corrupt business practice, and since then, has been periodically
communicated EDPR employees. Once this implementation was finished, the corresponding training sessions were organized
for part of our employees, and made available the Policy in the intranet and Website, in order to ensure appropriate knowledge
and understanding of the Policy. It is also attached to the labor agreements of the new hires to their written acknowledgement
when they join the Company, and besides that, in the Welcome Presentation organized every year for the new hires of EDPR,
they are also explained the main contents of this documents and its functioning.
III. Internal Control and Risk Management
50. Internal Audit
EDPR’s
Internal Audit Department is composed by eight (8) members. The function of
EDPR’s
Internal Audit is to carry out an
objective and independent assessment of the
Group’s
activities and of its internal control situation, in order to make
recommendations to improve the internal control mechanisms over systems and management processes in accordance with
the
Group’s
objectives.
The functions of the Internal Audit Department of EDPR were evaluated
by the “
Instituto de Auditores Internos
”
for the first time
in 2020, (as until the date, that was analized jointly with EDP), obtaining the highest calification.
EDPR has a Responsibilities Model and a SCIRF Manual (Internal Control System over Financial Reporting), in which
individuals, governing bodies and committees responsible for implementing and managing the internal control system are
indicated.
The Responsibilities Model includes the functions and main activities in the management and maintenance of the system at all
levels of the organization including monitoring activities related to the annual cycle, the implementation of controls and
documentation of evidence and supervision activities.
The SCIRF Manual incorporates the general principles of the Internal Control System over Financial Reporting as well as
the methodology used, the procedures for ensuring the effectiveness of internal control and design of models,
documentation, evaluation and reporting.
In line with the general principles of the model adopted by EDPR for the management of the SCIRF, the COSO Internal Control
integrated Framework 2013 (Committee of Sponsoring Organisations of the Treadway Commission), the responsibility for
supervising the Internal Control System lies in the Board of Directors and the Audit, Control and Related Party Transactions
Committee. The CEO is accountable before the Board and must ensure the proper functioning and effectiveness the SCIRF,
promoting its design, implementation and maintenance. The Executive Committee must support the CEO in this task, guiding
the development of the Entity Level Controls of the company and the controls in their areas of responsibility, relying when
necessary on other levels of the organisation. Also, the Senior Managers are responsible for evaluating any deficiencies
and implementing appropriate improvement opportunities.
To ful
fil these responsibilities, EDPR’s Internal Control offers support and advice for the management and development of the
SCIRF.
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51. Organisational structure of Internal Audit
The Internal Audit function in EDPR Group is a corporate function carried out by the Internal Audit Department, which reports
both to the Chairman of
EDPR’s
Executive Committee and to
EDPR’s
Audit, Control and Related Party Transactions
Committee.
52. Risk Management
EDPR’s Enterprise
Risk Management Process is an integrated and transversal management model that ensures the
minimization of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate
Governance and transparency. The process aligns
EDPR’s
risk exposure with the
company’s
desired risk profile.
The Enterprise Risk Management Framework was approved in 2016, in accordance with the guidelines agreed at its Board of
Directors level. Based on this risk framework, the Company develops a Risk Management System through individual risk
policies and procedures for most relevant risks, where it is defined the methodology to calculate probability of occurrence
and impacts, as well as mitigation measures and thresholds. In addition, these risk policies and procedures establish the
process for control, periodic evaluation and eventual adjustments. The approvals necessary to proceed with this system are
submitted to the Executive Committee, which will inform the Board of Directors of these progresses. Likewise, the Risk
Management System is closely followed and supervised by the Audit, Control and Related Party Transactions Committee, an
independent supervisory body composed of non executive members that reports to the Board of Directors, in charge, among
others, of the monitorization of the compliance and progresses of the Risk Management Plan and possible improvements to the
measures and controls for mitigating potential risks identified within EDPR.
Market, counterparty, operational, business and strategic risks are identified and assessed and, following the result of
the assessment, Risk Policies are defined and implemented across the company. These policies are aimed to mitigate
risks without compromising potential opportunities, thus, optimizing return versus risk exposure.
In 2020, EDPR updated the Enterprise Risk Management Framework following Risk Committees discussions in order to update
of risk limits for the NI@Risk metric, following the recent growth of the company.
During 2020, EDPR updated its view on the sustainability of RES policies in the geographies where the Company is present and
in new potential geographies. This deep-dive analysis was performed within the scope of the Country Risk Policy.
EDPR carried out a review of historical capex deviations for projects in both Europe & Brazil and North American platforms, with
the aim of improving the accuracy of Capex contingencies to be included in the modelling of future projects.
Finally, an updated methodology for EBITDA@Risk and NI@Risk was approved, through a bottom-up calculation allowing for a
closer and more intuitive monitoring of the different risks.
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ANNUAL REPORT EDPR 2020
53. Risk Map
Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view of risks, they
are grouped in Risk Categories, which are Market, Counterparty, Operational, Business and Strategic. The definition of Risk
Categories at EDPR is as follows:
•
Market Risk
–
It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship
between wind production and energy price, production risk is considered within market risk. In particular, market risk
are changes in energy prices, production, interest rates, foreign exchange rates, inflation and commodity prices (other
than energy);
•
Counterparty Risk (credit and operational)
–
Risk that counterparty to a transaction could default before final
settlement of the
transaction’s
cash flows. A direct economic loss would occur if transactions with the counterparty
had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its
contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in
fulfilling the contract;
•
Operational Risk (other than counterparty)
–
Defined as the risk of loss resulting from inadequate or failed internal
processes, people and systems or from external events (such as an increase in equipment default rates, increasing
O&M, or natural disasters), including the effect of a loss created by not being able to ensure business continuity;
•
Business Risk
–
Potential loss in the company’s earnings due to adverse changes in business
margins. Such losses
can result above all from a serious increase in equipment prices or changes in the regulatory environment. Changes
in electricity prices and production are considered market risks;
•
Strategic Risk
–
It refers to risks coming from macroeconomic, political, social or environmental situation in countries
where EDPR is present, as well as those
coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from
governance decisions (investment decisions criteria, Corporate Governance and Reputational issues).
Within each Risk Category, risks are classified in Risk Groups.
1. Market Risk
1. i) Energy price risk
EDPR faces limited electricity price risk as it pursues a strategy of being present in countries or regions with long -term visibility
on revenues. In most countries where EDPR is present, prices are determined through regulated framework mechanisms. In
those countries with no regulated tariffs, power purchase agreements are negotiated with different off- takers to eliminate
electricity and Green Certificate or Renewable Energy Credit (REC) price risks.
Despite EDPR’s strategy of eliminating market price risk, EDPR still has some plants with merchant exposure.
In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Portugal, France and Italy) or in
markets where, on top of the electricity price, EDPR receives either a pre-defined regulated premium or a green certificate,
whose price is achieved on a regulated market (Spain, Belgium, Poland and Romania). EDPR is also developing projects in the
UK and in Greece, under contract for differences remuneration schemes.
In countries with a predefined regulated premium or a green certificate scheme, EDPR is exposed to electricity price
fluctuations.
Considering current Power Purchase Agreements (PPAs) in place, EDPR is exposed to electricity price risk in Romania, in
Poland, in Belgium and partially in Spain. Additionally, in European countries with a green certificate scheme
(Romania, Belgium and Poland), EDPR is exposed to fluctuation on the price of green certificates.
The US market does not provide a regulated framework system for the electricity price. Nevertheless, renewable generation is
incentivized through PTCs (Production Tax Credits) and regional Renewable Portfolio Standard (RPS) programs that allow
139
receiving RECs for each MWh of renewable generation. REC prices are very volatile and depend on the regional
supply/demand equilibrium in the relevant market.
Most of
EDPR’s
capacity in the US has predefined prices determined by bundled (electricity + REC) long-term contracts with
local utilities in line with the
Company’s
policy of avoiding electricity price risk. Despite existing long term contracts, some
EDPR’s
plants in the US do not have PPA and are selling merchant with exposure to electricity and REC prices. Additionally,
some plants with existing PPAs do not sell their energy where it is produced and are therefore exposed to basis risk (difference
in price between the location where energy is produced and that where energy is sold).
In Ontario (Canada), the selling price is defined by a long-term feed-in-tariff, thus, there is no electricity price exposure.
In Brazilian and Colombian operations, the selling price is defined through a public auction which is later translated into a long -
term contract. Electricity price exposure is almost null, with little exposure for the production above or below the contracted
production.
Under EDPR’s
global approach to minimize the exposure to market electricity prices, the Company evaluates on a permanent
basis, if there are any deviations to the pre-defined limits (measured through EBITDA at risk, Net Income at risk and total
merchant exposure).
EDPR intends to eliminate Green Certificates and REC price risk with the signing of bundled PPAs with private off-takers, which
include the sale of the electricity and the Green Certificate or REC. In some cases, the off-taker may be interested in contracting
only the Green Certificate or the REC, thus a GCPA (Green Certificate Purchase Agreement) or a RECPA (REC Purchase
Agreement) is signed.
In those geographies with remaining merchant exposure, EDPR uses various commodity-hedging instruments in order to
minimize the exposure to fluctuating market prices. In some cases, due to the lack of liquidity of financial derivatives, it may not
be possible to successfully hedge all existing merchant exposure, after considering PPAs in place.
In 2020 EDPR had financially hedged most of its remaining merchant exposure in Poland, Romania, Spain, Brazil and the US,
mitigating any potential impact from COVID-19 pandemic.
As aforementioned, some US plants have exposure to REC price risk and/or basis risk (difference in electricity price between
locations). EDPR hedges REC prices through forward sales and basis exposures through financial swaps or FTR (Financial
Transmission Rights).
1. ii) Energy Production Risk
The amount of electricity generated by
EDPR’s renewable
plants is dependent on weather conditions, which vary
across locations, from season to season and from year to year. Variation on the amount of electricity that is generated affects
EDPR’s operating
results and efficiency.
Not only the total wind or solar production in a specific location is relevant, but also the profile of production. Wind usually blows
more at night than at daytime, when energy prices are lower and the opposite for solar. Generation profile will affect the
discount or add-on in price of a plant versus a baseload generation.
Finally, curtailment of a plant will also affect its production. Curtailment occurs when the production of a plant is stopped by the
TSO (Transmission System Operators) for external reasons to the Company. Examples of cases of curtailment are upgrades in
transmission lines or exceptional congestion (high level of electricity generation for available transmission capacity).
EDPR mitigates wind and solar resource volatility and seasonality through geographical diversification of its asset base in
different countries and regions.
EDPR acknowledges the correlation between different plants in its portfolio that allows for this geographical diversification,
which enables EDPR to partially offset production variations in each region and to keep the total energy generation relatively
steady. Currently, EDPR is present in 14 countries: Spain, Portugal, France, Belgium, Poland, Romania, Italy, UK (no
generation), Greece (no generation), Colombia (no generation), US, Canada, Brazil and Mexico.
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ANNUAL REPORT EDPR 2020
Nevertheless, 2020 was a year with generation slightly below the one initially forecasted.
EDPR continues to analyze the potential use of financial products to hedge wind risk and might use this product to mitigate risk
in specific cases.
Profile risk and curtailment risk are managed ex-ante. For every new investment, EDPR factors the effect that expected
generation profile and curtailment will have on the output of the plant. Generation profile and curtailment of
EDPR’s
plants are
constantly monitored by
EPDR’s
Risk department to detect potential future changes.
1. iii) Risks related to financial markets
EDPR finances its plants through project finance or corporate debt. In both cases, a variable interest rate might imply significant
fluctuations in interest payments.
On the other hand, due to EDPR’s presence in several countries, revenues are denominated in different currencies.
Consequently, exchange rate fluctuations may have a material adverse effect on financial results or on the value of the foreign
investment.
1. iii) a) Interest rate risk
Given the policies adopted by EDPR Group, current exposure to variable interest rate is not significant and financial cash flows
are substantially independent from the fluctuation of interest rates.
The purpose of interest rate risk management policies is to reduce the exposure of long-term debt cash flows to market
fluctuations, mainly by contracting long term debt with a fixed rate.
When long-term debt is issued with floating rates, EDPR settles derivative financial instruments to swap from floating to fixed
rate.
EDPR has a portfolio of interest-rate derivatives with maturities of up to 14 years. Sensitivity analyses of the fair value of
financial instruments to interest-rate fluctuations are periodically performed.
With most of interest rate being fixed, main exposure to interest rates arises at refinancing. To protect against this risk, EDPR
intends to maintain a balanced maturity profile for its corporate fixed debt, thus, diversifying the risk of bad
timing when refinancing occurs.
Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for restructuring
debt.
Taking into account risk management policy and approved exposure limits, Global Risk
Area supports the Finance team in
interest rate hedging decisions and the Finance team submits the financial strategy appropriate to each project/location for
Executive
Committee’s
approval.
1. iii) b) Exchange rate risk
EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries.
Currency exposure in operating plants is to U.S. dollar, Romanian leu, Polish zloty, Brazilian real, British pound, Canadian dollar
and Colombian pesos. In addition, EDPR has a marginal fiscal exposure to MXN due to Mexican assets.
EDPR hedges risk against currency fluctuations by financing in the same currency as the revenues of the project. When local
financing is not available, EDPR hedges debt cash flows though cross currency interest rate swaps.
EDPR also hedges net investment (investment after deducting local debt) in foreign currency through cross currency interest
rate swaps.
Finally, EDPR contracts foreign exchange forwards to hedge the risk in specific transactions, mainly in payments to suppliers
which may be denominated in different currencies.
141
EDPR’s hedging
efforts minimize exchange rate volatility, but do not eliminate completely this risk due to high costs associated
to hedging FX in certain situations.
1. iii) c) Inflation risk
In specific projects, regulated remuneration is linked to inflation. Additionally, O&M costs are considered to be linked to
inflation in most cases.
Exposure to inflation in revenues may be naturally hedged with exposure to interest rates and EDPR regularly analyses inflation
exposure and its relationship with interest rates to adjust level of interest rate coverage in project finance structures.
Exposure to inflation in O&M costs is managed at the moment of the investment decisions, by executing sensitivity analyses.
iii) d) Liquidity risk
Liquidity risk is the risk of EDPR not meeting its financial obligations. Liquidity risk is mainly related to extreme market
movements in electricity prices, interest rates,exchange rates or credit markets,which may change the expected cash flow from
revenues, opex, margin calls or funding (due to credit downgrades).
EDPR tracks liquidity risk in the short term (margin calls, etc.) and in the long term (financing sources) in order to meet
strategic targets previously set (EBITDA, debt ratio and others).
EDPR’s
strategy to manage liquidity risk is to ensure that its liquidity is sufficient to meet financial liabilities when due, under
both normal and stressed conditions, and without incurring unacceptable losses or risking damage to
EDPR’s
reputation.
Different funding sources are used such as Tax Equity investors, commercial banks, multilateral organisations, corporate debt
and asset rotation in order to ensure long-term liquidity to finance planned projects and working capital.
The Directors have estimated cash flows that show that the Group will meet the commitments existing at the close of
the 2020 financial year and those foreseen for 2021.
1.iv) Commodity price risk (other than energy)
In projects in which there is a significant number of years between investment decision and start of construction, EDPR
may be exposed to the price of the materials used in turbine manufacturing, foundations and interconnection through
escalation formulae included in the contracts with suppliers.
In order to manage this risk, EDPR may hedge the market exposure in OTC/future commodity markets, considering the risks
(potential losses) and the cost of the hedge.
2. Counterparty Risk
Counterparty credit risk is the risk that the counterparty to a transaction could default before the final settlement of the
transaction’s cash flows. An
economic loss could occur, either a direct economic loss if the transaction has a positive value at
the moment of default (counterparty credit risk) or a replacement cost due to change of the counterparty (counterparty
operational risk).
2. i) Counterparty Credit Risk
If the transactions or portfolio of transactions with the counterparty has a positive economic value at the time of default, an
economic loss would occur.
To control credit risk at EDPR, thresholds of Expected Loss and Unexpected Loss are established at company level as defined
under Basel Standards and re-evaluated monthly. If the threshold is surpassed by the company as a whole, mitigation measures
are implemented in order to remain within the pre-established limit.
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ANNUAL REPORT EDPR 2020
Additionally, Expected Loss limits are established for each individual counterparty or Group of counterparties (parent and
subsidiaries).
2.ii) Counterparty Operational Risk
If the transactions or portfolio of transactions with the counterparty do not have a positive economic value at the time of default,
it will impact operations. Despite no direct loss at the time of default, the replacement of the counterparty could imply a cost
to EDPR due to potential delays, higher contract value with a new counterparty (replacement costs), etc.
Construction and O&M subcontractors are counterparties to which EDPR is exposed from an operational point of view.
To minimize the probability of incurring in potential replacement costs with counterparties, EDPR´s policy concerning
counterparty operational risk is managed by an analysis of the technical capacity, competitiveness, credit quality and
replacement cost of the counterparty.
3. Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external
events (such as an increase in equipment default rates, increasing O&M, or natural disasters). Moreover, it includes the risk of
the business being disrupted due to internal or external causes (such as a pandemic, cyberattack or IT systems malfunctioning),
affecting business continuity.
3. i) Development Risk
Renewable plants are subject to strict regulations at different authority levels (international, national, state, regional and local)
relating to the development, construction, grid interconnection and operation of power plants. Among other things, these laws
regulate landscape and environmental aspects, building licenses, land use and land securing and access to the grid issues.
While level of exigency might be different depending on the geographies, EDPR acknowledges a trend for legislations to align
towards concentrating the most restrictive rules and development risks on the consenting (environmental and urban
permissions) and interconnection (electricity connection of the plant to the national grid).
In this
context, EDPR’s experience gathered
in different countries is useful to anticipate and deal with similar situations in other
countries.
During the development and design phase, EDPR focuses on the optimization of its projects. By mastering the variables, such
as choice of locations, layout, etc., the objective is to make our projects more resilient to permitting risks.
Additionally, EDPR mitigates development risk by generating optionality, with development activities in 14 different countries
(Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, Greece, US, Canada, Colombia, Brazil and Mexico) and a
portfolio of projects in several stages of maturity. EDPR has a large pipeline of proje
cts that provide a “buffer” to
overcome
potential delays in the development of prioritized projects, ensuring growth targets and being able to compensate permitting
delays in some geographies.
3. ii) Execution Risk
During the construction of the foundations, interconnection and substation of a plant, and the installation of the equipment,
different events (bad weather, accidents, etc.) might occur that could imply an over cost or a delay in the commercial operation
date of the plant:
•
The delay implies a postponement of cash flows, affecting profitability of the investment.
•
When a plant has a PPA, a delay of the commercial operation date might imply the payment of LDs, with the
consequent loss of revenues and the impact on annual financial results.
During the design phase, EDPR engineering teams supervise the engineering and the installation method. Construction is
subcontracted to technically capable construction companies.
143
In both cases, a critical path analysis is performed to assess the reliability of construction and installation plan. Also, collaterals
may be required to the counterparty following EDPR’s Counterparty Risk Policy.
3.iii) Operation Risk
Damage to Physical Assets Risk
Renewable plants in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks depend
on the location.
All plants are insured the physical damage during construction and operation. During operation, any natural disaster, weather
hazard or accident will be partially insured to revenue losses due to the event.
Equipment Performance Risk (O&M costs)
Output from renewable plants depends upon the operating availability of the equipment.
EDPR mitigates this risk by using a mix of suppliers which minimizes technological risk, avoiding exposure to a unique
manufacturer.
EDPR also engages suppliers through medium-term full-scope maintenance agreements during the first years of operation to
ensure alignment with supplier in minimizing technology risk.
Finally, for older plants, EDPR has created an Operation and Maintenance (O&M) program with an adequate preventive and
scheduled maintenance program. EDPR externalizes non-core technical O&M activities of its renewable plants, while primary
and value added activities continue to be controlled by EDPR.
3. iv) Information Technology Risk
IT (Information Technologies) risk may occur in the technical network (information network for plants operation) or in the office
network (information network of corporate services: ERP, accounting…)
EDPR mitigates this risk creating redundancy of servers and control centers of renewable plants. Redundancy is created in a
different location to anticipate potential natural disasters, etc.
3. v) Legal claims Risk (compliance, corruption, fraud)
EDPR faces potential claims of third parties, corruption and fraud of its employees.
EDPR has implemented an internal “Code of Ethics” and an Anticorruption Policy where the company commits to comply with
legal obligations in every community where EDPR is established.
Additionally, the company Ombudsperson receives all the complaints sent through the “Code of Ethics” channel and decides the
appropriate procedure for each one of them. An anticorruption mailbox is also available to report any questionable practice.
1.3. vi) Personnel Risk
EDPR identifies four main risk factors regarding personnel: turnover, health and safety, human rights,
and discrimination, violence or behavior against human dignity.
•
Turnover:
A high turnover implies direct costs of replacement and indirect costs of knowledge loss. EDPR mitigates
turnover through constant reassessment and benchmarking of remuneration schemes in different geographies.
Additionally, EDPR offers flexibility to its employees to improve work life balance. In 20120, EDPR was elected as
“Top
Employer”
in Spain by the Top Employers Institute.
•
Health and safety:
EDPR has deployed an H&S management system, complying with OHSAS 18001, pursuing the
“zero
accidents” targe
t.
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ANNUAL REPORT EDPR 2020
•
Human rights:
EDPR has committed, through its “Code of Ethics”, to respect international human rights treaties and
best work practices. All counterparties which sign a contract with EDPR are committed to respect
EDPR’s
“Code
of
Ethics
”.
•
Discrimination, violence or behavior against human dignity:
EDPR forbids any kind of discrimination, violence or
behavior against human dignity, as stated in its “Code of Ethics”. Strict compliance is enforced, not only through the
reporting channel of the Ombudsperson, but also through constant awareness from all employees of the company.
3. vii) Processes Risk
Internal processes are subject to potential human errors that may negatively affect the outcome.
Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the
improvement in the implementation of existing procedures.
Moreover, business continuity is ensured by a Global Crisis Plan, which defines the procedure to follow for each level of crisis
and frames individual emergengy plans at activity or asset level.
4. Business Risk
4. i) Regulatory Risk (renewables)
The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The
jurisdictions in which EDPR operates provide different types of incentives supporting energy generated from renewable
sources.
Remuneration schemes have become less competitive in some countries due to the financial crisis and it cannot be guaranteed
that current support will be maintained in all EDPR’s geographies or that future
renewable energy projects will benefit from
current support measures. Regulation promoting green energy has been revised or is under revision in some of the countries
where EDPR is present.
In the US, renewable generation from wind will be incentivized through Production Tax Credits (PTC) at a Federal level for all
projects beginning of construction up to
2021. Level of incentives will be progressively fading out. Additionally, wind and solar
production is also incentivized through State RPS Programs that allow receiving RECs (Renewable Energy Credit) for each
MWh of renewable generation.
EDPR is managing its exposure to regulatory risks through diversification, by being present in several countries and through
participation as an active member in several wind and solar associations.
Regulatory Risk in each of
EDPR’s countries
is monitored continuously, considering current regulation, potential drafts of new
laws, feedback from associations, evolution of installed renewable generation capacity and other inputs. EDPR has developed
an internal quantitative assessment of Regulatory Risk that serves as an indicator for changes in supporting schemes. This
measure is updated annually in all EDPR´s geographies.
Regulatory Risk is also considered ex-ante, at the moment of the investment, through sensitivity analyses
that are performed
to evaluate its impact in project profitability under different scenarios.
4.ii) Equipment Market Risk Equipment Price Risk
Price of equipment is affected, not only by market fluctuations of the materials used, but also by the demand of this equipment
or a possible increase in trade tariffs and levies
For every new project, EDPR secures the demand risk by engaging in advance with manufacturers, elected through a
competitive process.
145
Equipment Supply Risk
The demand for new plants may offset the offer of equipment. Currently, the local component requirement in some geographies
(Ex: Brazil) may create this shortfall situation. In the event of a trade war, supply chain of equipment suppliers may be affected,
creating further imbalances in local component requirements.
EDPR currently faces limited risk to the availability and price increase of equipment due to existing framework agreements with
major global suppliers. The Company uses a large mix of suppliers in order to diversify equipment supply risk. For geographies
with specific requirements of local component, EDPR does not engage in a project before securing the supply of the equipment.
This risk is further explained on EDPR’
s annual report due to its current relevance in the business.
5.Strategic Risk
5. i) Country Risk
Country Risk is defined as the probability of occurrence of a financial loss in a given country due to
macroeconomics, political
or natural disasters. EDPR has defined a Country Risk Policy that assesses country risk through an internal scoring based on
publicly available data. This internal scoring is compared with external assessments from renowned organisations. Each risk
factor affecting country risk is evaluated independently to decide on potential mitigating actions:
•
Macroeconomic Risk: risks from the country’s economic evolution, affecting revenue or cost time of the investments
•
Political Risk: all possible damaging actions or factors for the business of foreign companies that emanate from any
political authority, governmental body or social group in the host country
•
Natural disaster risk: natural phenomena (seismicity, weather) that may impact negatively in the business conditions
Before approving a project in a new geography, EDPR analyses the risk of the new country and compares it to our existing
portfolio. Mitigation measures may be decided when this risk is above a certain threshold.
In addition, EDPR uses a Security risk index to rank countries from a security and safety standpoint, establishing mitigation
measures for employees when above a pre-defined threshold.
5. ii) Competitive landscape
In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of
renewable plants, small and dynamic companies are usually more competitive than larger companies.
On the other hand, when participating in tender processes for offshore wind farms, the size of the investment benefits larger
companies.
Additionally, the consequences of a change in the competitive landscape due to mergers and acquisitions may also be a risk.
To mitigate the risks, EDPR has a clear knowledge of its competitive advantages and tries to leverage on them. When EDPR
has no advantage versus its competitors, alternatives are considered in order to become competitive. For example, for
offshore wind farms, EDPR has partnered with large companies with previous experience in large electricity generation
projects, in
order to
become a
more competitive consortium.
5. iii) Technology disruptions
Most renewables are relatively recent technologies, which are continuously evolving and improving efficiency. As such, some
initially expensive technologies can become competitive in a relatively short time.
EDPR growth focuses in the most competitive renewable technologies at the moment, which are onshore wind, offshore wind
and PV solar, but also participates in other innovative projects such as floating offshore wind.
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ANNUAL REPORT EDPR 2020
5. iv) Meteorological changes
Future estimations of wind and solar production are based on analysis of historical measurements for more than 20 years, and
they are considered to be representative of the future. Relevant unexpected meteorological changes could lead to a lower
production than the one expected from historical data.
When evaluating a new investment, EDPR considers potential changes in the production forecasted, however, the size of the
potential deviation in the case of relevant meteorological changes is uncertain.
5. v) Investment decisions criteria
Not all projects have the same risk profile. This will depend on merchant exposure of remuneration, construction risk, etc.
In order to take proper business decisions, EDPR uses Risk Adjusted Metrics for investment decisions, which take into
consideration the different risks inherent of each project.
5. vi) Energy Planning
Assumptions in future evolution of energy markets affect the profitability of the investments for the period after the fixed
remuneration (regulated tariff or PPAs). Structure of electricity markets in most of EDPR geographies (marginal setting price)
were not designed to consider a great share of generation from renewable sources with zero marginal price. Thus, the increase
in renewable generation could lead to lower pool prices in medium term if reforms of electricity markets are not properly
undertaken.
When investing, EDPR performs sensitivity analyses to stress pool price scenarios for the period without fixed remuneration to
understand the robustness of the profitability of the investment.
5. vii) Corporate Organisation and Governance
Corporate governance systems should ensure that a company is managed in the interests of its shareholders and other relevant
stakeholders.
In particular, EDPR has an organisation in place with a special focus on transparency, where the management body (Board of
Directors)
is separated from the supervision and control duties (Audit and Control Committee). Members of the Audit
Committee are invited to the General Risk Committee of EDPR.
5. viii) Reputational risk
Companies are exposed to public opinion and today’s social networks are a rapid mean to express particular opinions. A bad
reputation could eventually harm financial results of a company in the short and in the long term.
Sustainability makes part of the essence of EDPR. EDPR is not only committed in building a better future, but also in doing it
well, in an ethical and sustainable manner, consequently limiting reputational risk.
6.
Impact of COVID-19
The year 2020 was marked by the outburst of COVID-19 pandemic. Already in March, EDPR carried out a comprehensive
assessment of the potential impacts on the company’s operations, followed by recommendations of actions to be put in place
and a process for continuous monitoring of the situation.
147
The impact of COVID-19 has been transversal across all areas and geographies of the company, but those impacts can be
grouped under several risk categories:
Market Risk:
•
Energy price risk: Energy price significantly dropped during 2020 in most of EDPR geographies due to the reduction in
demand following the lockdown and a lower economic activity. However, impact of low energy prices on EDPR results
was minimal, as EDPR’s marginal merchant exposure was mostly hedged for 2020.
•
FX risk: Emerging economies suffered a strong depreciation of their currencies. Net Investment hedges at EDPR
mitigated most of the FX fluctuations. On the other hand, a specific plan for hedging FX transactional exposures in
Capex was set out, in order to avoid hedging at particularly unfavorable rates due to the pandemic.
Monitoring of market risk was performed on a monthly basis in the Restricted Risk Committee, adjusting the position when
necessary.
Counterparty Risk:
Despite the increase in exposure from counterparties in financial hedges and the temporary deterioration of
the financial situation of some of EDPR’s PPA off
-takers, impact for EDPR was negligible. The existing collateral in electricity
hedges and a diversified portfolio of creditworthy PPA off-takers, some of which improved their credit metrics during the year (ie:
Pacific Gas and Electric Company), made EDPR resilient to increase in counterparty risk.
Monitoring of counterparty risk was also performed monthly in the Restricted Risk Committee.
Operational Risk and Business Continuity
:
•
Execution Risk: The impact of the pandemic on the construction and execution of projects lead to some COD delays,
due to construction stoppages and/or supply chain disruptions. To mitigate this risk, EDPR implemented a strategy of
prioritization of projects and set out a review of contractual clauses to prevent or minimize changes in tariff regimes,
PPA penalties or Capex increases. By the end of 2020, incentivized regime contracts or PPAs were all maintained
despite some COD delays.
•
Monitoring of the evolution of the execution risk at EDPR was performed on a weekly basis, together with the
Engineering & Construction Department.
•
Operation Risk: No significant impact, as the potential reduction in plant availability due to delayed maintenance or
repairs was residual.
•
Personnel Risk: EDPR initially implemented travel restrictions and other measures designed to stop the spread of the
coronavirus and guarantee the safety of its personnel. In March, EDPR activated its Contingency Plan for pandemics,
introducing home office in all geographies and restricting access to its facilities, while minimizing disruptions in its
operations, thus ensuring business continuity.
•
EDPR employees have a Reopening Plan for gradually returning to the facilities according to the development of the
pandemic, with geographical specifications, guaranteeing the highest health & safety standards.
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ANNUAL REPORT EDPR 2020
54. Risk functions and framework
A corporation can manage risks in two different ways, one risk at a time on a largely and compartmentalized basis, or all risks
together within a coordinated and strategic framework. The latter approach is called “Enterprise Risk Management” and is the
approach used at EDPR. Risk Management at EDPR is supported by three distinct organisational functions, each on a different
role: Strategy (Risk Profiler), Management (Risk Manager) and Controlling (Risk Controller).
RISK FUNCTIONS
DESCRIPTION
Strategy
–
General risk
strategy & policy
Global Risk Department provides analytically supported proposals to general strategic
issues.
Responsible for proposing guidelines and policies for risk management within the company
Management
–
Risk
management & risk
business decisions
Implement defined policies by Global Risk
Responsible for day-to-day operational decisions and for related risk taking and risk
Controlling
–
Risk
monitoring
Responsible for follow-up of the results of risk taking decisions and for contrasting
alignment of operations with general risk policy approved by the board
The Risk Committee is the forum where the different Risk Functions discuss the policies to be implemented and control the risk
exposure of the
company. EDPR’s
Risk Committee integrates and coordinates all Risk Functions and assures the link
between corporate’s
risk appetite and defined strategy and the operations of the company.
EDPR created three distinct meetings of the Risk Committee in order to separate
discussions on
execution of mitigation
strategies from those on the definition of new policies:
•
Restricted Risk Committee:
Held every month, it is mainly focused on development risk and market risk from energy
price (market, basis, profile, GCs and RECs). It is the forum to discuss the evolution of projects under development
and construction and the execution of mitigation strategies to reduce merchant exposure. It also monitors the limits of
defined risk policies, with regards to counterparty risk, operational risk and country risk.
•
Financial Risk Committee:
Held every quarter, its objective is the review of the main financial risks and to discuss
the execution of mitigation strategies. Exchange rate risk, interest rate risk and credit risk from financial counterparties
are most relevant risks reviewed by this committee.
•
Risk Committee:
Held every quarter, it is the forum where new strategic analyses are discussed and new policies are
proposed for approval to the Executive Committee. Additionally, EDPR
’
s overall risk position is reviewed, together
with EBITDA@Risk and Net Income@Risk.
55. Details on the internal control and risk management systems implemented in the company
regarding the procedure for reporting financial information
With the purpose of not only controlling risks, but also managing them ex-ante, EDPR has created Global Risk policies that are
enforceable at a Global Level. These policies are proposed and discussed in the Risk Committee and approved by the
Executive Committee.
EDPR’s Enterprise
Risk Management Process is inspired on Basel Committee on Banking
Supervision’s p
rinciples, guidelines
and recommendations and is similar to other risk management frameworks. In this respect, performance of risk metrics at
EDPR and their compliance with established internal risk limits are assessed on a monthly basis. Additionally, a formal review
and update of each Risk Policy, and the adequacy of its limits, is performed every two years
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INTERNAL CONTROL SYSTEM OVER FINANCIAL REPORTING
EDPR has an Internal Control System over Financial Reporting (SCIRF) updated and monitored in line with international
standards of Internal Control.
This system covers the main aspects of the COSO framework: maintaining a control environment for the preparation of
qualified
financial information, assessment of the risks of financial reporting, existence of control activities to mitigate risks of
error, information and communication and evaluation mechanisms.
SCOPE REVISION AND UPDATE
The SCIRF Manual includes the annual update of the scope that aims to identify companies, areas and processes that must
be included in the scope of SCIRF, according to criteria of materiality and risk, including the risk of error or fraud.
The risk analysis included in the scoping process for SCIRF, includes both the different types of risk (operational, economic,
financial, technological or legal) and the control objectives of financial reporting (existence and occurrence, completeness,
measurement, presentation, disclosure and comparability, and rights and obligations in terms of their potential impact on the
financial statements).
The results of the updated scope with the methodology outlined are communicated at all levels of the organisation involved
in
the SCIRF and supervised by the Audit, Control and Related Party Transactions Committee.
CONTROL ACTIVITIES
In documented SCIRF processes and controls, information capture mechanisms are established (including identification of the
scope of consolidation) and are specified the steps and checks that are carried out for the preparation of the financial
information that will be part of consolidated financial statements.
The procedures for the review and approval of financial information are provided by the areas of Planning and Control, and
Administration, Consolidation and Tax. Financial information is supervised in the scope of its competences by the Audit, Control
and Related Party Transactions Committee, prior to the formulation of the accounts by the Board of Directors.
The SCIRF includes control activities related to these processes, embodied in Entity Level Controls, Process Controls and
General Computer Controls. These processes include review and approval activities of the financial information which are
described in the processes of elaboration of individual accounts, preparation of consolidated accounts and processing of
consolidated financial statements.
EDPR has descriptions of Competency Profiles for the Positions to be carried out in the exercise of the main features of each
position that includes a description of the main responsibilities. These include the descriptions of the key positions of those
involved in the preparation of financial information. These descriptions include responsibilities in the preparation of financial
information and compliance with internal control procedures.
The documentation of processes and associated controls designed include among others, the completion of closure activities
by completing monthly closing checklists by entity, setting time limits for the closures, the identification of the relevance of the
operations in order to be reviewed at the appropriate level, conducting analytical reviews of financial information, the
existence of limitations in systems to prevent erroneous records or access by unauthorized persons, analysis of deviations
from the budget, the analysis in Executive Committees of relevant and significant facts that could cause a significant impact on
the accounts, or the allocation of responsibilities for calculating amounts to be provisioned for them to be carried out by
authorized personnel with the right skills.
In addition to the mentioned processes, major transactional processes resulting from the scope are documented. The
description of the activities and controls are designed with the aim of ensuring the
registration, evaluation, appropriate
presentation and
disclosure of transactions in financial reporting.
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ANNUAL REPORT EDPR 2020
Control activities of
EDPR’s
SCIRF also include those relating to systems and information technology (Computer General
Controls) following an international reference, the COBIT framework (Control Objectives for Information and related
Technologies). The importance of this area is that information systems are the tools with which financial information is
prepared, and is therefore relevant
for transactions conducted with them.
These control activities include those related to access control to applications and systems, segregation of duties,
management of corrective and preventive maintenance, new projects implementation, administration and management of the
systems, facilities and operations (back-ups, security incidents) and their proper monitoring and planning. These activities are
developed taking into account
the requirements of control and supervision.
Among the activities of SCIRF’s scope update, there is a periodic
analysis of the existence of service suppliers that perform
relevant activities in relation to the processes of preparing financial information.
SCIRF SUPERVISION
The Audit, Control and Related Party Transactions Committee supervises the SCIRF in the scope of the exercise of their
activities through the monitoring and supervision of the developed mechanisms
for SCIRF’s
implementation, evolution and
evaluation, and the results of the scope analysis and the extent of the situation in terms of coverage. To this extent, the Internal
Control Area assists the Audit, Control and Related Party Transactions Committee.
EDPR has an Internal Control area, integrated in the Compliance and Internal Control Department, which report to the Chairman
of the Executive Committee. The Audit, Control and Related Party Transactions Committee supervises the Internal Control area
activities.
The main functions of the Internal Control area are set out in the SCIRF Manual, which includes, among others, the evaluation
of the activities of internal control systems, including the internal control system over financial reporting.
Internal Control supports the Audit, Control and Related Party Transactions Committee in supervising the implementation and
maintenance of SCIRF and reports the results of the evaluation, improvement actions identified and their evolution.
The entity has action plans for improvement
actions identified in SCIRF’s
assessment processes, which are accompanied and
supervised
by the Internal Control area, considering their impact on the financial information.
Also in the year 2020, as in previous years, a process of self-certification was made by the heads of the various process and
Entity Level Control owners regarding proper documentation update on SCIRF controls and processes in their area of
responsibility and the implementation of controls with corresponding evidence.
SCIRF EVALUATION
Besides the monitoring and evaluation activities described in the preceding paragraph, in case the auditors identified internal
control weaknesses in the scope of their financial audit work, they are expected to
communicate these circumstances to
the
Audit, Control and Related Party Transactions Committee, which regularly monitors the results of the audit work.
Additionally, in 2020 the EDPR Group decided to have its SCIRF audited by the external auditor. As a result of its evaluation,
the external auditor issued a report with a favorable opinion on the SCIRF of the EDPR Group, according to ISAE 3000
(International Standard on Assurance Engagements 3000), included in Annex II of this Chapter 5 of the Annual Report.
CORPORATE COMPLIANCE
The implementation of a solid corporate culture of integrity and transparency has always been a priority for EDPR, structuring
its supervision and monitoring, through a regulatory compliance conduct basis and through the adoption of ethical values and
principles;
both consolidated as central elements of its business model.In order to lead and manage the necessary measures
and initiatives required to this implementation and its functioning, the Compliance Officer figure was created in 2016 in EDPR .
Since then, EDPR has been working with the support of specialized advisors in the evaluation of the potential corporate
151
criminal
liability risks of the Company in all its geographies and in the assessment of the compliance structure to be adopted
in order to comply with the requirements of the applicable criminal regulations.
In this context, the Board of Directors of EDPR approved the Criminal and Legal Risk Prevention Model (Compliance Model)
on December 2017 with the goal of promoting, establishing, developing and maintaining an adequate ethical business culture.
The Compliance Model is constantly updated according to the most demanding national and international standards.
During 2018, the Company completed the first update of the Compliance Model and started working on the definition of a
criminal risk matrix at an international level including an inventory of the potential risks and its controls in each of the
geographies where EDPR operates.
In June 2019, the Compliance Area was created to support and provide assistance to the Compliance Officer. The Compliance
Area
main responsibilities are promoting a culture of prevention
based on the principle of “absolute rejection”
towards the
commission of illegal acts and fraud situations, guaranteeing the dissemination of the principles of the Compliance Model and
managing the cases of complaints from employees or collaborators.
In February 2020, with the commitment of stregnght the Compliance culuture and comply with the international standars in
Corporate Governance, the Departmant of Compliance and Internal Control was created. A new department which reports,
directly, to the CEO. Among the activities performed during 2020, main were:
1)
The review and update of the International Compliance Model. For this review, a third-party consultant was engaged to
identify and evaluate the criminal risks in all geographies of EDPR and review the associated controls in order to ensure
the International Compliance Model was reflecting the most current legal and organisational changes. Additionally, EDPR
has updated the identification and evaluation of the risks in the following geographies: Brazil, Poland, Romania, French
and Belgium.
2)
A new procedure regarding Third Party Integrity Due Diligence has been approval with the aim to deepen the general
principles performance and the duties of the EDPR Group companies and their employees in relation to third parties,
aligning their business operations with the best market practices and with strict compliance with the applicable legislation
and regulations, reinforcing the mechanisms for preventing and combating practice of illegal acts, in particular conduct
associated with the practice of acts of corruption, bribery, money laundering and terrorist financing.
3)
Additionally, concerning the risk of interactions with public officials or politicaly exposed persons, EDPR developed a
procedure to guide employees and representatives when leading with such entities and to monitor this relationships. The
main aims of this procedure are: (i) Reinforce and implement compliance with the principles set out in EDPR's Anti-
Corruption Policy, (ii) establish the rules for guiding the relationship and maintenance of interactions between EDPR
employees and their subsidiaries or third party representatives acting on behalf of EDPR or its subsidiaries, with Public
Officials and PEPs and (iii)
establish the guidelines for the hiring of PEPs and the respective monitoring and risk
management mechanisms.
4)
Training and communication are fundamental tools to strengthen and disseminate the ethic and integrity culture. In that
sense, the following activities have been developed: (i) Training in Brazil
for the head of the different departments and (ii)
online training for the new hires with the main goal to explain the fundamentals of Compliance and the essential aspects
of our Model.
Regarding Personal Data Protection, EDPR has been strengthing its management system. A new governance model was
created, with a multidisciplinary team supporting the Data Protection Officer in the implementation and monitoring of the GDPR
obligations.Adittionally, a global Personal Data protection Policy was approved to support the management of personal data
across all EDPR Group and we have updated our privacy notice for employees. Both documents are published in our intranter
and in our web. Last but not least, a privacy policy for candidates was also approved in order to inform them about the process
of their personal data in the hiring process.
Additionally, the Compliance Channel allows any employee, supplier, contractor, client or any person or entity outside the
Company, who has indications or doubts of behavior contrary to the law and / or that may imply the materialization of a criminal
risk, must immediately inform it, through complianceofficer@edpr.com. The bylaws of this Channel are available at the intranet
and website of the Company and only have access to it the Compliance Officer and the Compliance Area. In 2020, no claims
were submitted through the Compliance Channel.
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ANNUAL REPORT EDPR 2020
IV. Investor Assistance
56. Investor Relations department
EDPR seeks to provide to shareholders, investors, financial analysts and other stakeholders and the market in general, all the
relevant information about the Company and its business environment, on a regular basis and whenever a relevant fact takes
place. The promotion of transparent, consistent, rigorous, easily accessible, and high-quality information is essential to an
accurate perception of the Company’s strategy, financial situation, accounts, assets, prospects, ris
ks, and significant events.
EDPR, therefore, looks to provide the market with accurate information that can support them in making informed, clear and
concrete investment decisions.
The Investor Relations Department was created to ensure a direct and permanent contact with all market related agents and
stakeholders, to guarantee effective communication, equality between shareholders and to prevent imbalances in the
information access.
The EDPR Investor Relations Department (IR) is the intermediary between EDPR and its actual and potential shareholders, the
financial analysts that follow Company’s activity, all investors and other members of the financial community. The main purpo
se
of the department is to guarantee the principle of equality among shareholders, by preventing asymmetries in the access of the
information and reducing the gap between market perception and Company’s strategy and intrinsic value. The Investor
Relations department centralizes all relevant and material information that could impact EDPR share price. This information is
prepared by the different departments of EDPR, with the support when necessary of external experts, and always managed in a
strictly confidential basis. The department responsibility also comprises developing and implem
enting EDPR’s communication
strategy and preserving an appropriate institutional and informative relationship with the financial market, the stock exchange at
which EDPR shares trade and the regulatory and supervisory entities (CMVM
–
Comissão de Mercado de Valores Mobiliários
–
in Portugal and CNMV
–
Comisión Nacional del Mercado de Valores
–
in Spain.
EDPR is clearly aware of the importance of detailed and transparent information, delivered on-time to the market. Consequently,
EDPR publishes Company’s
price sensitive information before the opening or following the closing of the Euronext Lisbon stock
exchange through CMVM’s information system and, simultaneously, make that same information available on the website
investors’ section and through the IR department’s mailing list. In 20
20, EDPR made 26 market notifications, in addition to
quarterly, semi-annual and annual results presentations, handouts and operating data statement elaborated by the IR
Department. In addition, the IR Department also elaborates key data files and interim presentations which are available on the
website investors’ section.
On each earnings announcement, EDPR promotes a conference call and webcast, opened to the market in general, at which
the Company’s management updates the market on EDPR’s activities. On each of these events, shareholders,
investors and
analysts had the opportunity to directly submit their questions and to discuss EDPR’s results as well as the Company’s outloo
k
and strategy.
EDPR IR Department is coordinated by Rui Antunes and is located at the Company’s head offices in Madrid, Spain. The
department structure and contacts are as follows:
IR Contacts:
•
Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability
•
Calle Serrano Galvache, 56; Centro Empresarial Parque Norte; Edificio Olmo
–
7th floor; 28033
–
Madrid
–
España
•
E-Mail: ir@edpr.com
•
Phone: +34 902 830 700 / +34 914 238 429
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EDPR IR Department was in continuous contact with capital markets agents, namely shareholder and investors, along with
financial analysts who evaluate the Company. In 2020, as far as the Company is aware, sell
-
side analysts issued more than 75
reports evaluating EDPR’s business
and performance.
At the end of the 2020, as far as the Company is aware of, there were 19 institutions elaborating research reports and following
actively EDPR activity. As of December 31
st
2020, the average price target of those analysts was of Euro 16.18 per share with
7
“Neutral”
, 11
“Buy”
and 1 “Sell”
recommendations.
COMPANY
ANALYST
PRICE TARGET
DATE
RECOMMENDATION
Bank of
America Merrill
Lynch
Mikel Zabala
€
20.60
02-Dec-20
Buy
Barclays
Jose Ruiz
€ 1
7.80
07-Dec-20
Equalweight
BBVA
Daniel Ortea
€ 1
4.00
08-Jul-20
Outperform
Berenberg
Lawson Steele
€ 1
4.50
06-Jul-20
Buy
Bernstein
Meike Becker
€
22.00
07-Dec-20
Outperform
CaixaBank BPI
Gonzalo Sanchez
€ 1
3.15
06-Jul-20
Neutral
Caixa BI
Helena Barbosa
€ 9.95
06-Jan-20
Neutral
Commerzbank
Tanja Markloff
€ 1
9.00
30-Oct-20
Buy
Exane BNP
Manuel Palomo
€ 16
.20
05-Oct-20
Outperform
Goldman Sachs
Alberto Gandolfi
€ 1
8.00
29-Oct-20
Buy
JB Capital
Jorge Guimarães
€ 1
4.70
07-Sep-20
Neutral
JP Morgan
Javier Garrido
€ 1
4.50
28-Aug-20
Overweight
Kepler
Cheuvreux
Jose Porta
€
22.00
15-Dec-20
Buy
Morgan Stanley
Arthur Sitbon
€ 12.80
25-May-20
Overweight
MedioBanca
Sara Piccinini
€
18.70
14-Oct-20
Outperform
ODDO BHF
Philippe Ourpatian
€
11.00
04-Sep-20
Sell
RBC
Fernando Garcia
€ 1
7.50
23-Nov-20
Equalweight
Santander
Bosco Muguiro
€
14.00
30-Jul-20
Hold
Société
Générale
Jorge Alonso
€ 1
7.00
02-Nov-20
Hold
57. Market Relations Representative
EDPR representative for relations with the market is Rui Antunes, Head of Planning & Control, Investor Relations and
Sustainability Department.
58. Information Requests
During the year, IR Department received more than 150 information requests and interacted more than 80 times with
institutional investors. On average, information requests were replied in less than 24 hours, with complex requests being replied
within one-week time. As of December 31
st
2020 there was no pending information request.
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ANNUAL REPORT EDPR 2020
IV. Website
–
Online information
59-65.
EDPR considers online information a powerful tool in the dissemination of material information, updating its website with all the
relevant documents. Apart from all the required information by CMVM and CNMV regulations, EDPR website also carries
financial and operational updates of
Company’s
activities ensuring an easy access to the information.
155
D. Remuneration
I. Power to establish
66. Competences to determine the Remuneration of the Corporate Bodies
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative
and advisory nature. Its recommendations and reports are non-binding.
The Nominations and Remunerations Committee has no executive functions. The main functions of the Nominations and
Remunerations Committee are to assist and inform the Board of Directors regarding the nominations (including by co-option),
re- elections, dismissals, and the remuneration of the Board Members and its position about the composition of the Board of
Directors, as well as the nominations, remuneration, and removal of senior management personnel.
The Nominations and Remunerations Committee is the body responsible for proposing to the Board of Directors the
determination of the remuneration of the Executive Directors of the Company; the Declaration on Remuneration Policy; the
evaluation and compliance
of the KPI’s
(Key Performance Indicators); the annual and multi annual variable remuneration, if
applicable, and also proposes the remuneration of the Non-Executive Directors and members of the Board Committees.
The Board of Directors is responsible for the approval of the above-mentioned proposals except to the extent it concerns the
Declaration on the Remuneration Policy which is approved by the
General Shareholders’ Meeting.
The Board of Directors also
evaluates with an annual periodicity its own performance and the performance of its delegated Committees. The evaluation of
the performance of the Board of Directors and its Executive Committee, is then additionally submitted for the approval of the
General Shareholder Meeting.
The Declaration on the Remuneration Policy is submitted by the Board of Directors to the approval of the General
Shareholders’ Meeting
as an independent proposal. According to the
Company’s
Articles of Association the Board of Directors
remuneration is
subject to a maximum value that can only be modified by a Shareholders agreement.
II. Nominations and Remunerations Committee
67. Nominations and Remunerations Committee
The Composition of the Nominations and Remunerations Committee is reflected on topic 29 of the report.
The Company has not stablished any restrictions within its Articles of Association, Regulations or internal policies limiting the
competence of the Nominations and Remunerations Committee of hiring any consulting services that may find necessary to
carry out its duties; additionally in case such services would be hired, it should be noted that they should be rendered
independently, ensuring that the service provider do not provide any other services to EDPR or to any company in
controlling or group relationship.
68. Knowledge and experience regarding Remuneration Policy
The Chairman of the Nominations and Remunerations Committee has knowledge and experience regarding Remuneration
Policy.
III. Remuneration structure
69. Remuneration Policy
Pursuant to Article 26.1 of the Company’s Articles of Association the Directors shall be entitled to a remuneration which con
sists
of a fixed amount to be determined
annually by the General Shareholders’ Meeting for the whole Board of Directors and of (ii)
attendance fees regarding the Board Meetings.
The above-mentioned article also establishes the possibility of the Directors being remunerated with Company shares, share
options, or other securities granting the right to obtain shares or by means of share-indexed remuneration systems. In any case,
the system chosen must be approved by the General Shareholders’ Meeting and comply with current legal provisions.
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ANNUAL REPORT EDPR 2020
The total amount of the remunerations that the Company will pay to its Directors under the terms provided in the previous
paragraphs shall not exceed the amount determined by the General Shareholders’ Meeting. The maximum remuneration
approved by the General Shareh
olders’ Meeting for all the members of the Board of Directors was EUR 2,500,000 per year.
Pursuant to Article 26.4 of the Company’s Articles of Association, the rights and duties of any kind derived from the conditi
on of
Board Member shall be compatible with any other rights and obligations either fixed or variable that could correspond to the
Board Members as a consequence of other employment or professional engagements, if any, carried out in the Company.
Variable remuneration resulting from said contracts or from any other relationship, including being a Board Member, will be
limited
to a maximum annual amount to be established by the General Shareholders’ Meeting.
The maximum annual amount approved by the General Shareholders’ Meeting for the variable r
emuneration for all the
executive members of the Board of Directors was EUR 1,000,000 per year
EDPR, in line with EDP Group corporate governance practices, has signed an Executive Management Services Agreement
with EDP, under which the Company bears the cost for such services to some of the members of the Board of Directors to the
extent their services are devoted to EDPR.
The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as
Directors or with their membership on the Nominations and Remunerations Committee and to the Audit, Control and Related
Party Transactions Committee. Those members who are seated in two different Committees do not accumulate two
remunerations. In these cases, the remuneration to be received is the one that corresponds to the highest value.
EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of
its Directors.
No Director has entered into any contract with the Company or third parties that have the effect of mitigating the risk inherent in
the variability of the remuneration established by the Company.
In EDPR there are not any payments for the dismissal or termination of Director's duties.
The remuneration policy for the Directors of the Company is submitted each year to the General Shareholders’ Meeting for
approval.
70. Remuneration Structure
The remuneration policy applicable for 2020-2022 was proposed by the Nominations and Remuneration Committee and
approved by the General Shareholders’ Meeting held on
March 26
th
, 2020
(the “Remuneration Policy”)
. It defines a structure
with a fixed remuneration for all members of the Board of Directors, whereas for the members of the Executive Committee
defines a fixed and a variable remuneration, with an annual component and a multi-annual component.
Additionally, on its meeting dated October 16
th
, 2019 the Appointments and Remunerations Committee agreed to propose to the
Board of Directors a Complementary Long Term Program homogeneous for the three COOs and for the 2019-2022 term. Such
Complementary Long Term Program was approved at the Board of D
irectors’ meeting dated October 29, 2019. Such plan
substituted the Complementary Long Term Program approved on 2017.
On the topic below can be found the KPIs (“Key Performance Indicators”) stated in the Remuneration Policy for variable annual
and multi-annual variable components.
157
71. Variable Remuneration
Variable annual and multi-annual remuneration applies to the members of the Executive Committee.
The variable annual remuneration may range from 0 to 68% over the annual fixed remuneration and the multi-annual
remuneration from 0 to 102% over the annual fixed remuneration for the CEO, and over
250.000€
for other members of the
Executive Committee.
The key performance indicators (KPIs) used to determine the amounts of the annual and multi -annual variable remuneration
regarding to each year of the term are proposed by the Nominations and Remunerations Committee with the aim of align them
with the strategic grounds of the
Company: growth, risk control and efficiency. These are
the same for all members of the
Executive Committee, although with specific targets for the platforms in the case of COOs . For the year 2020 the KPIs were:
KEY
PERFORMANCE
INDICATOR
CEO
COO’
S NA AND EU
COO
IG
WEIGHT
WEIGHT
EDPR
RESULTS
WEIGHT
EDPR
RESULTS
PLATFORM
RESULTS
WEIGHT
EDPR
RESULTS
PLATFORM
RESULTS
Total
Shareholder
return
15%
100
%
TSR vs. Wind peers
& Psi 20
100%
100%
100%
100%
0%
100%
100%
0%
Shareholders
80%
60%
Operatin Cash Flow
(€ million)
10%
100%
10%
50%
50%
10%
100%
0%
AR/Sell-down + Tax
Equity
(€ million)
10%
100%
10%
100%
0%
10%
100%
0%
EBITDA+ sell down
gains
(€ million)
10%
100%
10%
50%
50%
10%
100%
0%
Net Profit
(€ million)
10%
100%
10%
100%
0%
10%
100%
0%
Core Opex Adjusted
(€ thousand/MW)
10%
100%
10%
50%
50%
10%
100%
0%
Projects with FID
(% of total ’19
-
’22
additions in BP)
10%
100%
10%
50%
50%
10%
50%
50%
Clients
10%
Renewable Capacity
Built
(in MW)
10%
100%
10%
50%
50%
10%
50%
50%
Assets &
Operations
10%
Technical Energy
Availability
(%)
5%
100%
5%
50%
50%
5%
100%
0%
Capex per MW
(€ thousand)
5%
100%
5%
50%
50%
5%
50%
50%
Environment
&
Commnunitie
s
5%
Certified MW
%
5%
100%
5%
50%
50%
5%
100%
0%
Innovation &
partners
5%
H&S frequency rate
(employees +
contractors)
5%
100%
5%
50%
50%
5%
100%
0%
People
Management
10%
People Management
10%
100%
10%
50%
50%
10%
50%
50%
Remuneration
Committee
5%
100
%
Appreciation
remuneration
committee
100%
100%
100%
100%
0%
100%
100%
0%
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ANNUAL REPORT EDPR 2020
There is also a qualitative evaluation of the CEO about the annual performance of the members of the Executive Committee.
This evaluation will have a weight of 20% for the final calculation in the annual variable remuneration and of 32% in the multi-
annual variable remuneration. The other 80% will be calculated based on the weights indicated in the next paragraph for the
annual variable remuneration and 68% for the multi-annual variable.
According to the Remuneration Policy approved by the General Shareholders’ Meeting, the maximum variable remuneration
(annual and multi-annual) is applicable if all the above mentioned
KPI’s
were achieved and the performance evaluation is
equal or above 110%.
As mentioned above a Complementary Long Term Program homogeneous for the three COOs (COO NA, COO EU & BR and
COO Offshore) and for the 2019-2022 term was approved in 2019.
The conditions of such Complementary Long Term Program are: (i) four year period (2019-2022); (ii) Target Award will be 4 x
50% of base annual remuneration of each COO; (iii) KPIs are consistent through the whole term and specific for each COO;
and (iv) payments will be done in accordance with the percentage of the achieved fulfilment with a limit of 120% of the Target
Award.
72. Multi-Annual Remuneration
In line with corporate governance practices, the Remuneration Policy incorporates the deferral for a period of three years of the
multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after
the appraisal and which endangers the sustainable performance of the company.
The amounts paid in application of such deferral policy during 2020 for the multinual accrued in 2017 are reflected in topic
78 of this Chapter 5 of the Annual Report.
73. Variable Remuneration Based On Shares
EDPR has not allocated variable remuneration on shares and does not maintain Company shares that the Executive Directors
have had access to.
74. Variable Remuneration Based On Options
EDPR has not allocated variable remuneration on options.
75. Annual Bonus And Non-Monetary Benefits
The key factors and grounds for any annual bonus scheme are described on topics 71 and 72. Additionally, the Officers, with
the exception of the CEO, received the following non-monetary benefits: retirement savings plan (as described in the following
topic), company car and Health Insurance. In 2020, the non-monetary benefits amounted to 267.733 EUR.
The Non-Executive Directors do not receive any relevant non-monetary benefits as remuneration
76. Retirement Savings Plan
The retirement savings plan for the members of the Executive Committee that are also Officers, acts as an effective retirement
supplement with a range between 3% to 6% of their annual salary. The percentage is defined
according with the retirement
savings
plan applicable in their home country. The retirement savings plan applicable to 2020, which is included within the
Remuneration Policy applicable for the term office 2020-2022, was defined and proposed by the Nominations and
Remunerations Committee to the Board of Directors for its submission to the General
Shareholder’s
Meeting, which
approved it on its meeting held on March 26
th
, 2020.
159
IV. Remuneration disclosure
77. Board of Directors remuneration
The remuneration paid by EDPR to the members of its Board of Directors for the year ended on December 31
st
2020 was as
follows:
REMUNERATION
TOTAL
FIXED
(€)
EXECUTIVE DIRECTORS
João Manso Neto*
0
Rui Teixeira*
0
Duarte Bello**
61,804
Miguel Ángel Prado**
0
Spyridon Martinis**
61,804
NON-EXECUTIVE DIRECTORS
Antonio Mexia*
0
Vera Pinto*
0
Manuel Menéndez Menéndez
45,000
António Nogueira Leite
60,000
Acácio Jaime Liberado Mota Piloto
80,000
Allan J.Katz
45,000
Francisca Guedes de Oliveira
60,000
Francisco Seixas da Costa
55,000
Conceiçao Lucas
55,000
Alejandro Fernández de Araoz Gómez-Acebo
45,000
TOTAL
568,608
*António Mexia, João Manso Neto, Vera Pinto and Rui Teixeira do not receive any remuneration from EDPR. EDPR and EDP signed an Executive
Management Services Agreement according to which
EDPR pays to EDP a fee for the services rendered by these Board Members.
**Duarte Bello, Miguel Ángel Prado and Spyridon Martinis ,as Officers and members of the Executive Committee, and for the relevant period of 2020
corresponding to each of them, received their remuneration as Directors as described on the table above and as other Group co
mpanies’ employees, as
described on the table below.
According to the Executive Management Services Agreement signed with EDP, EDPR is due to pay an amount to EDP, for the
services rendered by the Executive Managers and the Non-Executive Managers. The amount due under said Agreement for the
management services rendered by in 2020 is EUR 1,094,560, of which EUR 959,560 refers to the management services
rendered by the Executive Members and EUR 135,000 to the management services rendered by the Non-Executive Members.
The retirement savings plan for the members of the Executive Committee, excluding the Officers, acts as an effective retirement
supplement and corresponds to 5% of their annual salary.
The Non-Executive Directors may opt between a fixed remuneration or attendance fees per meeting, in a value equivalent to the
fixed remuneration proposed for a Director, taking into consideration the duties carried out.
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ANNUAL REPORT EDPR 2020
78. Remuneration from other Group Companies
The total remuneration of the Officers during the relevant 2020 period corresponding to each of them, ex-CEO, was the
following:
OFFICER
PAYER
FIXED
VARIABLE
ANNUAL
VARIABLE
MULTI-
ANNUAL
VARIABLE
PLURI-
ANNUAL
TOTAL
Duarte Bello
EDP Energías
de Portugal,
S.A. Sucursal
en España
228.196
€
145,000
€
37.500
€
410.696
€
Miguel Ángel Prado
EDPR North
America LLC
466,897$
162.328$
237.908$
45.725$
912.858$
Spyridon Martinis
EDP Energías
de Portugal
S.A. Sucursal
en España
228.196
€
145,000
€
0
373.196
€
*All the amounts are in EUR, except Miguel Ángel Prado ones, which are in USD.
Likewise, in application of the deferral policy, in 2020 an amount of 84.443€ was paid
to Miguel Amaro (former Executive CFO
of the company), for the services rendered in 2016-2017.
79. Remuneration paid in form of profit sharing and/or bonus payments
In EDPR there is no payment of remuneration in the form of profit sharing and/or bonus payments and the reasons for said
bonuses or profit sharing being awarded.
80. Compensation For Resigned Board Members
In EDPR there is no compensation paid or owed to former executive Directors concerning contract termination during the
financial year.
81. Audit, Control And Related Part Transactions Committee Remuneration
POSITION
COMMITEE MEMBER
REMUNERATION
Chairman
Acacio Piloto
80,000
€
Vocal
Antonio Nogueira Leite
60,000
€
Vocal
Francisca Guedes de Oliveira
60,000
€
*The Non-Executive Directors receive only a fixed remuneration, which is calculated based on their work exclusively as Directors or with their membership on
the Nominations and Remunerations Committee, or the Audit, Control and Related Party Transactions Control Committee.
82. Remuneration Of The Chairperson Of The General Shareholders’ Meeting
In 2020, the remuneration of the Chairman of the General Shareholders’ Meeting of
EDPR was EUR 15,000.
V. Agreements with remuneration implication
83-84.
EDPR has no agreements with remuneration implication.
For avoidance of doubt, the Company has not adopted any mechanism that imply payments or assumption of fees in the case of
change in the composition of the managing body (Board of Directors), and which could be likely to harm
the free transferability
of shares and a shareholder assessment of the performance of the members of this managing body.
161
VI. Share-allocation and/or Stock Option Plans
85-88.
EDPR does not have any Share-Allocation and/or Stock Option Plans.
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ANNUAL REPORT EDPR 2020
E. Related-Party transactions
I. Control Mechanisms and Procedures
89. Related-Party Transactions Controlling Mechanisms
A Framework Agreement was signed in 2008 in order to regulate the Related Party Transactions (understanding as such those
relationships performed between companies of EDP Group and those of EDPR Group), stating that in compliance with the
transparency purp
oses for future investors, such shall continue to be developed in line with the market prices, in an arm’s length
basis, and following certain predefined principles and rules (considering criteria as parties involved, scope and amount). In order
to supervise the transactions between the Group Companies and its qualified shareholders, the Board of Directors has created
the Audit, Control and Related Party Transactions Committee, a permanent body with delegated functions. Without prejudice to
other duties that the Board may assign to this committee, it shall perform supervisory functions of Audit and Control
independently from the Board of Directors, as well as, supervisory functions of the transactions between Related Parties
including their compliance with the principles of the Framework Agreement. The detail of the duties of this committee is included
in topic 29 of this Chapter 5 of the Annual Report. Under its Audit and Control competences, it also supervises the transactions
with qualified shareholders when requested by the Board of Directors according to Article 8.A), i) of its Regulations. This
information is included on the annual report of the Audit, Control and Related Party Transactions Committee.
In light of all the above, and in accordance to the Governance Model detailed in topic 15 of this Chapter 5 of the Annual Report,
EDPR has implemented an structure for the evaluation of Related Party Transactions, that involves its Executive Committee
(which as the body in charge of the daily activity of Company, will first discuss the commercial and legal viability of the
operations) and the Audit Control and Related Party Transactions Committee which, as referred above, analyzes the
compliance of each Related Part Transaction with the Framework Agreement and reports them to the Board of Directors,
which finally approves the Related Party Transactions.
It should be noted that in accordance with article 13.3 of the Regulations of the Audit, Control and Related Party Transactions
Committee, the resolutions adopted by this committee are reported to the Board of Directors at the first Board meeting held
following the meeting of the committee in which such proposals were discussed. That means that in case there are Related
Party Transactions, they are reported to the Board of Directors at least every quarter (maximum period elapsed between Board
of Directors Meeting in accordance with Article 22 of its Regulations).
90. Transactions subject to control during 2020
During 2020, EDPR has not signed any contracts with the members of its corporate bodies or with holders of qualifying
holdings, excluding EDP, as mentioned below.
The contracts signed between EDPR and its related parties have been analyzed by the Related Party Transactions Committee
according to its competences, as mentioned on the previous topic, and have been concluded according to the market
conditions.
The total amount of supplies and services in 2020 incurred with or charged by the EDP Group was EUR 30.379.196
corresponding to 9.98% of the total value of Supplies & Services for the year (EUR 304,436,934).
The most significant contracts in force during 2020 are the following:
FRAMEWORK AGREEMENT
The framework agreement was signed by EDP and EDPR on May 7
th
2008 and came into effect when the latter was admitted to
trading. The purpose of the framework agreement is to set out the principles and rules governing the legal and business
relations existing when it came into effect and those entered into subsequently.
The framework agreement establishes that neither EDP nor the EDP Group companies other than EDPR and its subsidiaries
can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclusivity,
with the exception of Brazil, where it shall engage its activities through a joint venture with EDP Energias do Brasil S.A., for the
development, construction, operation, and maintenance of facilities or activities related to wind, solar, wave and/or tidal power,
163
and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes
technologies being developed in hydroelectric power, biomass, cogeneration, and waste in Portugal and Spain.
It lays down the obligation to provide EDP with any information that it may request from EDPR to fulfil its legal obligations and
prepare the EDP Group’s conso
lidated accounts. The framework agreement shall remain in effect for as long as EDP directly or
indirectly owns more than 50% of the share capital of EDPR or appoints more than 50% of its Directors.
MANAGEMENT SERVICES AGREEMENT
On November 4
th
, 2008 EDP and EDPR signed a Management Services Agreement that has been amended during the last
years in accordance of the variations in the services rendered by EDP to the Company.
Through this contract, EDP provides management services to
EDP Renováveis, including matters related to the day-to- day
running of the Company. As of 31 December 2020, under this agreement EDP renders management services corresponding to
four people from EDP which are
part of EDPR’s Management: (i)
two Executive Managers which are members of the EDPR
Executive Committee and CEO, and (ii) two Non-Executive Managers, for which EDP Renováveis pays EDP an amount defined
by the Related Party Committee, and approved by the Board of Directors and the Shareholders Meeting. Under this contract,
EDPR incurred an amount of EUR 1,094,560 for the management services rendered in 2020.
FINANCE AGREEMENTS AND GUARANTEES
The most significant finance agreements between EDP Group companies and EDPR Group companies were established under
the above-described Framework Agreement and currently include the following:
LOAN AGREEMENTS
EDPR and EDPR Servicios Financieros SA (as the borrower) have loan agreements with EDP Finance BV and EDP Servicios
Financieros España (as the lender), companies 100% owned by EDP Energias de Portugal S.A. Such loan agreements can be
established both in EUR and USD, up to 10-
year tenor and are remunerated at rates set at an arm’s length basis. As of
December 31
st
2020, such
loan
agreements totalled USD 3,438,967,282.26 and EUR 444,587,000.
CURRENT ACCOUNT AGREEMENT
EDPR Servicios Financieros (EDPR SF) and EDP Servicios Financieros España (EDP SFE) signed an agreement through
which EDP SFE manages EDPR SF’s cash accounts. The agreement also regulates the current account (cc) scheme on arm’s
length basis. As of December 31
st
2020, there are two different current accounts with the following balance and counterparties:
•
in USD, for a total amount of USD 191,094,741.78 in favour of EDPR SF;
•
in EUR, for a total amount of 58,273,603.27 in favour of EDPR SF.
The agreements in place are valid for one year as of date of signing and are automatically renewed for equal periods.
COUNTER-GUARANTEE AGREEMENT
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal S.A., Sucursal en España
(hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU),
and EDP Renewables North America LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any
guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by
the EDP’s Executive Board.
EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the
guarantor for any losses or liabilities resulting from
the guarantees provided under the agreement and to pay a fee established
in arm’s length basis.
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ANNUAL REPORT EDPR 2020
Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions. As of
December 31
st
2020, such counter-guarantee agreements totalled EUR 269.368.743,30 and USD 356.075.000.
A counter-guarantee agreement was signed between EDPR Group and EDP España, under which, EDPR group can request
the issue of any guarantee, on the terms and conditions requested by the subsidiaries of EDPR. EDPR group undertake to
indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under this agreement and to pay a
fee establ
ished in arm’s length basis. As of December 31
st
2020, the amount of guarantees issued under this agreement totalled
EUR 66.013.905,70 .
CROSS CURRENCY INTEREST RATE SWAPS
Due to the net investments in EDPR NA, EDPR Canada, EDPR Brazil, , in United Kingdom, in Poland, and in Colombian
companies, EDPR’s accounts were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange
risk, EDPR Group companies settled the following Cross Currency Interest Rate Swap (CIRS). As of December 31
st
2020 the
total amount of CIRS by geography and currency are as following
•
in USD/EUR, with EDP Energias de Portugal SA for a total amount of USD 1,778,815,770.00
•
in CAD/EUR, with EDP Energias de Portugal SA for a total amount of CAD 149,650,000
•
in BRL/EUR, with EDP Energias de Portugal SA for a total amount of BRL 122,500,000
•
in GBP/EUR, with EDP Energias de Portugal SA for a total amount of GBP 43,400,000
•
in PLN/EUR, with EDP Energias de Portugal SA for a total amount of PLN 986,113,009.10
•
in COP/EUR with EDP Energias de Portugal SA for a total amount of COP 37,326,000,000.00
HEDGE AGREEMENTS
–
EXCHANGE RATE
EDPR Group companies entered into several hedge agreements with EDP Energias de Portugal S.A., with the purpose of
managing the transactional exposure related to the short term or transitory positions, in Colombian, Polish and United
Kingdom subsidiaries, fixing
the exchange rate for USD/EUR, EUR/PLN and GBP/EUR in accordance to the prices in the
forward market in each contract date. As of December 31
st
2020, the total amount of Forwards and Non Delivery Forwards
by geography and currency are as following:
•
Colombian operations, for USD/EUR a total amount of EUR 66,808,023.14 (FWDs)
•
Polish operations, for EUR/PLN, a total amount of PLN 1,624,881,824.00(FWDs+NDFs)
•
United Kingdom operations, for GBP/EUR a total amount of EUR 2,537,972.64.00 (FWDs)
HEDGE AGREEMENTS
–
COMMODITIES
EDP and EDPR EU entered into hedge agreements for 2020 for a total volume of of 2.310.192 MWh (sell position) and 566.005
MW (buy position) at the forward market price at the time of execution related with the expected sales of energy in the Spanish
market.
165
CONSULTANCY SERVICE AGREEMENT
On June 4
th
2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by
EDPR, EDP (or through EDP Sucursal) shall provide consultancy services in the areas of legal services, internal control
systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources,
information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and
organisational development.
The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based
on an independent expert on the basis of market research. For 2020 the estimated cost of these services is EUR 6,545,289.
This was the total cost of services provided for EDPR, EDPR EU, and EDPR NA.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
RESEARCH AND DEVELOPMENT AGREEMENT
On May 13
th
, 2008, EDP Inovação S.A. (hereinafter EDP Inovação), an EDP Group Company, and EDPR signed an agreement
regulating relations between the two companies regarding projects in the field of renewable energies (hereinafter the R&D
Agreement).
The object of the R&D Agreement is to prevent conflicts of interest and foster the exchange of knowledge between companies
and the establishment of legal and business relationships. The agreement forbids EDP Group companies other than EDP
Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement.
The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy
technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its
option to undertake them.
The fee corresponding to this agreement in 2020 is EUR 260,567.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both
companies or appoint the majority of the members of the Board and Executive Committee of the parties to the agreement.
MANAGEMENT SUPPORT SERVICES AGREEMENT BETWEEN EDP RENOVÁVEIS PORTUGAL S.A., AND EDP GLOBAL
SOLUTIONS - GESTÃO INTEGRADA DE SERVIÇOS S.A .
On January 1
st
, 2003, EDPR
–
Promoção e Operação S.A., and EDP Global Solutions - Gestão Integrada De Serviços S.A.
(hereinafter EDP Global Solutions), an EDP Group Company, signed a management support service agreement.
The object of the agreement is the provision to EDPR
–
Promoção e Operação S.A. by EDP Global Solutions of services in the
areas of procurement, economic and financial management, fleet management, property management and maintenance,
insurance, occupational health and safety, and human resource management and training.
The remuneration accrued by EDP Global Solutions by EDPR Promoção e Operação S.A. and its subsidiaries for the services
provided in 2020 totalled EUR 1,707,898. The initial duration of the agreement was five (5) years from date of signing on
January 1
st
2008, and tacitly renewable for equal periods of one (1) year. Either party may renounce the contract with one (1)
year’s notice.
INFORMATION TECHONOLOGY MANAGEMENT SERVICES AGREEMENT BETWEEN EDP RENOVÁVEIS S.A. AND EDP
ENERGIAS DE PORTUGAL S.A.
On January 1
st
, 2010 EDPR and EDP signed an IT management services agreement.
The object of the agreement is to provide to EDPR the information technology services described on the contract and its
attachments by EDP.
The amount incurred for the services provided in 2020 totalled EUR 3,723,820
166
ANNUAL REPORT EDPR 2020
The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1)
year. Either party may renounce the contract with one (1) month notice.
CONSULTANCY AGREEMENT BETWEEN
EDP RENOVÁVEIS BRASIL S.A., AND
EDP ENERGIAS DO
BRASIL S.A.
The object of the agreement is to provide to EDP Renováveis Brasil S.A. (hereinafter EDPR Brasil) the consultancy services
described on the contract and its attachments by EDP
–
Energias do Brasil S.A. (hereinafter EDP Brasil).
Through this agreement, and upon request by EDPR Brasil, EDP Brasil shall provide consultancy services in the areas of legal
services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management,
human resources, information technology, brand and communication, energy planning, accounting and consolidation,
corporate marketing, and organisational development.
The amount incurred by EDP Brasil for the services provided in 2020 totalled BRL 219,237.
The initial duration of the agreement is one (1) year from the date of signing and it is tacitly renewed for a new period of one (1)
year.
91. Description of the procedures applicable to the supervisory body for the assessment of the business
deals
The most significant contracts signed between EDPR and its Qualified Shareholders are analyzed by the Audit, Control and
Related- Party Transactions Committee according to its competences, as mentioned on topic 89 of the Chapter 5 of this
Annual Report.
II. Data on business deals
92. Details of the place where the financial statements including information on business dealings with
related parties are available, in accordance with IAS 24, or alternatively a copy of said data.
The information on business dealings with related parties is available on Note 39 of the Financial Statements.
167
PART II
–
CORPORATE GOVERNANCE ASSESSMENT
I. Details of the Corporate Governance code implemented
Following the protocol signed between the CMVM and the Portuguese Institute of Corporate Governance (IPCG) on October
13
th
, 2017, the CMVM revoked its Corporate Governance Code (2013), which was replaced by a single applicable code, the
new Corporate Governance Code of the IPCG, which entered into force on January 1
st
, 2018, and that was reviewed in 2020.
For the purposes of the proper preparation of corporate governance reports for the year beginning in 2020, and to be reported in
2021, they should continue to be prepared in accordance with the structure of contents referred the annex to CMVM Regulation
No. 4/2013 available at the CMVM website. The report template is divided into two parts:
•
Part I - mandatory information on shareholder structure, organisation and governance of the company. This
information shall be referred within points 1 to 92 of this Corporate Governance Report in accordance with the
structure included in that Annex.
•
Part II - Corporate governance assessment: should include a declaration in which they must: (i) identify the applicable
code, (ii) state whether or not they adhere to each of the recommendations of this code and, (iii) with respect to
recommendations that do not follow, explain reasonably why.
The agreement between CMVM and IPCG on the new Corporate Governance Code may be found on the Protocol signed on
October 13
th
, 2017, which is available at the website of CMVM. Likewise, the reviewed version Corporate Governance Code of
the IPCG is published on the website of IPCG and of the Monitoring Committees.
II. Analysis of Compliance with the Corporate Governance code implemented
The following table shows the recommendations set forth in the Corporate Governance Code of the IPCG and indicates EDPR’s
compliance with it and the place in this report in which they are described in more detail.
Also in order to comply with the best Corporate Governance recommendations, and according to the results of the reflection
made by the Nominations and Remunerations Committee, the governance model that was adopted has been ensuring an
effective performance and articulation of EDPR Governing Bodies and proved to be adequate to the
Company’s governance
structure without any constraints to the performance of its checks and balances system
adopted to justify the changes made
in the governance practices of EDPR.
The explanation of the Corporate Governance Code of the IPCG recommendations that EDPR does not adopt or that the
Company deems not applicable, reasoning and other relevant comments as well as reference to the part of the report where
the description may be found, are in the table below.
In this context, EDPR states that it has adopted the Corporate Governance recommendations on the governance of listed
companies provided in the Corporate Governance Code of the IPCG, with the exceptions indicated in the following table.
168
ANNUAL REPORT EDPR 2020
CORPORATE GOVERNANCE RECOMMENDATIONS - STATEMENT OF COMPLIANCE
CHAPTER I - GENERAL PROVISIONS
1.1. COMPANY’S RELAT
IONSHIP WITH INVESTORS AND DISCLOSURE
I.1.1
The Company should
establish mechanisms to
ensure the timely disclosure
of information to its
governing bodies,
shareholders, investors and
other stakeholders,
financial analysts, and to
the markets in general.
ADOPTED
Section B - II, a)
Topic 15 (Page
161); Section C-IV
Topic 56, Section
C-V, 59
–
65
(Pages 200 - 202)
1.2.
DIVERSITY IN THE COMPOSITION AND FUNCTIONING OF THE COMPANY’S GOVERNING
BODIES
I.2.1
Companies should
establish standards and
requirements regarding the
profile of new members of
their governing bodies,
which are suitable
according to the roles to be
carried out. Besides
individual attributes (such
as competence,
independence, integrity,
availability, and
experience), these profiles
should take into
consideration general
diversity requirements, with
particular attention to
gender diversity, which may
contribute to a better
performance of the
governing body and to the
balance of its composition.
ADOPTED
Section B-II, a)
Topics 16 and 17
(Pages 162, 163)
I.2.2
The company’s managing
and supervisory boards, as
well as their committees,
should have internal
regulations
—
namely
regulating the performance
of their duties, their
Chairmanship, periodicity of
meetings, their functioning
and the duties of their
members
—
, disclosed in
full on the company’s
website. Minutes of the
meetings of each of these
bodies should be drawn
out.
ADOPTED
Section B-II, a)
Topic 15 (Page
161);
169
I.2.3
The composition and the
number of annual meetings
of the managing and
supervisory bodies, as well
as of their committees,
should be disclosed on the
company’s website
ADOPTED
Section B-II, a)
Topic 15 (Page
161, 162); Section
C-V, Topics 59
–
65 (Page 201)
I.2.4
A policy for the
communication of
irregularities
(whistleblowing) should be
adopted that guarantees
the suitable means of
communication and
treatment of those
irregularities, with the
safeguarding of the
confidentiality of the
information transmitted and
the identity of its provider,
whenever such
confidentiality is requested.
ADOPTED
Section C-II, Topic
49 (Page 180)
1.3. RELATIONSHIPS BETWEEN THE COMPANY BODIES
I.3.1
The bylaws, or other
equivalent means adopted
by the company, should
establish mechanisms that,
within the limits of
applicable laws,
permanently ensure the
members of the managing
and supervisory boards are
provided with access to all
the information and
company’s collaborators, in
order to appraise the
performance, current
situation and perspectives
for further developments of
the company, namely
including minutes,
documents supporting
decisions that have been
taken, calls for meetings,
and the archive of the
meetings of the managing
board, without impairing the
access to any other
documents or people that
may be requested for
information.
ADOPTED
Section B-II, a)
Topic 15 (Page
161)
I.3.2
Each of the company’s
boards and committees
should ensure the timely
and suitable flow of
information, especially
regarding the respective
calls for meetings and
minutes, necessary for the
exercise of the
competences, determined
by law and the bylaws, of
each of the remaining
boards and committees.
ADOPTED
Section B-II, a)
Topic 15 (Page
161); Section B-II,
c) Topic 29
(Pages 170, 172
and 174)
170
ANNUAL REPORT EDPR 2020
1.4 CONFLICTS OF INTEREST
I.4.1
The members of the
managing and supervisory
boards and the internal
committees are bounded,
by internal regulation or
equivalent, to inform the
respective board or
committee whenever there
are facts that may
constitute or give rise to a
conflict between their
interests and the
company’s interest.
ADOPTED
Section B-II, a)
Topic 18 (Page
164)
I.4.2
Procedures should be
adopted to guarantee that
the member in conflict does
not interfere in the decision-
making process, without
prejudice to the duty to
provide information and
other clarifications that the
board, the committee or
their respective members
may request.
ADOPTED
Section B-II, a)
Topic 18 (Page
164)
1.5. RELATED PARTY TRANSACTIONS
I.5.1
The managing body should
disclose in the corporate
governance report or by
other means publicly
available the internal
procedure for verifying
transactions with related
parties.
ADOPTED
Section E-I, Topic
89 (Page 209)
I.5.2
The managing body should
report to the supervisory
body the results of the
internal procedure for
verifying transactions with
related parties, including
the transactions under
analysis, at least every six
months.
ADOPTED
Section E-I, Topic
89 (Page 209)
171
CHAPTER II
–
SHAREHOLDERS AND GENERAL MEETINGS
II.1
The company should not
set an excessively high
number of shares to confer
voting rights, and it should
make its choice clear in the
corporate governance
report every time its choice
entails a diversion from the
general rule: that each
share has a corresponding
vote.
NOT
APPLICABLE
Section B-I, b)
Topics 12 and 13
(Page 159)
II.2
The company should not
adopt mechanisms that
make decision making by
its shareholders
(resolutions) more difficult,
specifically, by setting a
quorum higher than that
established by law.
ADOPTED
Please note EDPR’s personal law is the Spanish one,
and as such, the majorities and quorums applicable for
the Shareholders’ Meeting resolutions are not the ones
set under Portuguese Law, but those established under
the Spanish one, with which is completely aligned.
Section B-I, b)
Topic 14 (Pages
160, 161)
II.3.
The company should
implement adequate
means for the remote
participation by
shareholders in the general
meeting, which should be
proportionate to its size.
NOT ADOPTED
EDPR has deeply analyzed the needs and priorities of its
shareholders worldwide, and therefore, since 2009, it is
provided the possibility of fulfilling all the requirements
necessary to validly exercise their right to vote by
distance means (registry of intention to attend,
submission of the certificate of titularity of shares,
granting of representation proxies, and properly voting).
The efficiency and interest of our shareholders in these
initiatives has been clearly proved, as nearly almost all of
the participation is exercised by these means.
In the same way, EDPR has also reviewed the track
record of participation in the Sh
areholders’ Meeting the
day of its celebration (when generally all the votes are
submitted beforehand by distance voting), the
shareholding structure of the Company, and its
shareholders’ profiles; concluding that the implementation
of a streaming system to digitally participate will imply a
material cost where the demonstrated preferences of
almost all EDPR shareholders is to submit their votes by
distance means. Hence, EDPR considers for the time
being not so recommendable to follow his initiative.
Section B-I, b)
Topic 13 (Pages
159, 160)
II.4.
The company should also
implement adequate
means for the exercise of
remote voting, including by
correspondence and
electronic means.
ADOPTED
Section B-I, b)
Topic 13 (Pages
159, 160)
172
ANNUAL REPORT EDPR 2020
II.5.
The bylaws, which specify
the limitation of the number
of votes that can be held or
exercised by a sole
shareholder, individually or
in coordination with other
shareholders, should
equally provide that, at
least every 5 years, the
amendment or
maintenance of this rule
will be subject to a
shareholder resolution
—
without increased quorum
in comparison to the legally
established
—
and in that
resolution, all votes cast
will be counted without
observation of the imposed
limits.
NOT
APPLICABLE
Section A-I, Topic
5 (Page 155);
Section B-I, b)
Topic 12 (Page
159)
II.6.
The company should not
adopt mechanisms that
imply payments or
assumption of fees in the
case of the transfer of
control or the change in the
composition of the
managing body, and which
are likely to harm the free
transferability of shares
and a shareholder
assessment of the
performance of the
members of the managing
body.
ADOPTED
Section A-I, Topic
4 (Page 155);
Section D - IV,
Topic 80 (Page
207); and Section
D - V, Topics 83-
84 (Page 207)
CHAPTER III
–
NON-EXECUTIVE MANAGEMENT, MONITORING AND SUPERVISION
III.I
Without prejudice to the
legal powers of the chair of
the managing body, if he or
she is not independent, the
independent directors
should appoint a
coordinator from amongst
them, namely, to: (i) act,
when necessary, as an
interlocutor near the chair
of the board of directors
and other directors, (ii)
make sure there are the
necessary conditions and
means to carry out their
functions; and (iii)
coordinate the independent
directors in the assessment
of the performance of the
managing body, as
established in
recommendation V.1.1.
ADOPTED
Section B-II, a)
Topic 18 (Page
165).
173
III.2
The number of non-
executive members in the
managing body, as well as
the number of members of
the supervisory body and
the number of the
members of the committee
for financial matters should
be suitable for the size of
the company and the
complexity of the risks
intrinsic to its activity, but
sufficient to ensure, with
efficiency, the duties which
they have been attributed.
The formation of such
suitability judgment should
be included in the
corporate governance
report.
ADOPTED
Section B-II, a)
Topic 18 (Pages
164 and 165)
III.3
In any case, the number of
non-executive directors
should be higher than the
number of executive
directors.
ADOPTED
Section B-II, a)
Topic 18 (Page
164 and 165)
III.4
Each company should
include a number of non-
executive directors that
corresponds to no less
than one third, but always
plural, who satisfy the legal
requirements of
independence. For the
purposes of this
recommendation, an
independent person is one
who is not associated with
any specific group of
interest of the company,
nor under any
circumstance likely to
affect his/her impartiality of
analysis or decision,
namely due to:
i. having carried out
functions in any of the
company’s bodies for more
than twelve years, either
on a consecutive or
nonconsecutive basis;
ii. having been a prior staff
member of the company or
of a company which is
considered to be in a
controlling or group
relationship with the
company in the last three
years;
iii. having, in the last three
years, provided services or
established a significant
business relationship with
the company or a company
which is considered to be
in a controlling or group
relationship, either directly
ADOPTED
The independence criteria applicable to EDPR are
those stablished under its personal law (Spanish
law).
Section B-II, a)
Topic 18 (Pages
164 and 165)
174
ANNUAL REPORT EDPR 2020
or as a shareholder,
director, manager or officer
of the legal person;
iv. having been a
beneficiary of remuneration
paid by the company or by
a company which is
considered to be in a
controlling or group
relationship other than the
remuneration resulting
from the exercise of a
director’s duties;
v. having
lived in a non-marital
partnership or having been
the spouse, relative or any
first degree next of kin up
to and including the third
degree of collateral affinity
of company directors or of
natural persons who are
direct or indirect holders of
qualifying holdings, or vi.
having been a qualified
holder or representative of
a shareholder of qualifying
holding.
III.5
The provisions of
paragraph (i) of
recommendation III.4 does
not inhibit the qualification
of a new director as
independent if, between
the termination of his/her
functions in any of the
company’s bodies and the
new appointment, a period
of 3 years has elapsed
(cooling-off period).
NOT
APPLICABLE
Section B-II, a)
Topic 18 (Page
164 )
III.6
The supervisory body, in
observance of the powers
conferred to it by law,
should assess and give its
opinion on the strategic
lines and the risk policy
prior to its final approval by
the management body.
ADOPTED
Section A -II,
Topic 9 (Page
158)
175
III.7
Companies should have
specialised committees,
separately or cumulatively,
on matters related to
corporate governance,
appointments, and
performance assessment.
In the event that the
remuneration committee
provided for in article 399
of the Commercial
Companies Code has been
created and should this not
be prohibited by law, this
recommendation may be
fulfilled by conferring
competence on such
committee in the
aforementioned matters.
ADOPTED
Section B - II, a)
Topic 15 (Page
161) Section B-II,
c), Topics 27, 28
and 29 (Pages
169 - 175)
CHAPTER IV
–
EXECUTIVE MANAGEMENT
IV.I
The managing body should
approve, by internal
regulation or equivalent,
the rules regarding the
action of the executive
directors applicable to their
performance of executive
functions in entities outside
of the group.
ADOPTED
Section B-II, b)
Topic 26 (Page
168)
IV.2
The managing body should
ensure that the company
acts consistently with its
objects and does not
delegate powers, namely,
in what regards:
i. the definition of the
strategy and main policies
of the company;
ii. the organisation and
coordination of the
business structure;
iii. matters that should be
considered strategic in
virtue of the amounts
involved, the risk, or
special characteristics.
ADOPTED
Section A -II,
Topic 9 (Page
158)
IV.3
In the annual report, the
managing body explains in
what terms the strategy
and the main policies
defined seek to ensure the
long-term success of the
company and which are
the main contributions
resulting therein for the
community at large.
ADOPTED
Chapter 1.1.6
Sustainability
Roadmap of the
Management
Report
–
Pages
18 and 19
176
ANNUAL REPORT EDPR 2020
CHAPTER V
–
EVALUATION OF PERFORMANCE, REMUNERATION AND APPOINTMENT
V.1 EVALUATION OF PERFORMANCE
V.I.I
The managing body should
annually evaluate its
performance as well as the
performance of its
committees and executive
directors, taking into
account the
accomplishment of the
company’s strategic plans
and budget plans, the risk
management, the internal
functioning and the
contribution of each
member of the body to
these objectives, as well as
the relationship with the
company’s other bodies
and committees.
ADOPTED
Section A -II,
Topic 9 (Page
158); Section B-II
b), Topic 24
(Page 168);
Section D
–
I
Topic 66 (Page
202); Section D
–
III, Topic 71 (Page
204)
V.2 Remuneration
V.2.I
The company should
create a remuneration
committee, the composition
of which should ensure its
independence from the
management, which may
be the remuneration
committee appointed under
the terms of article 399 of
the Commercial
Companies Code.
ADOPTED
Section B - II, c)
Topic 27 (Page
169); Section B-
II, Topic 29 (Page
173); Section D -
I, Topic 66 (Page
202)
V.2.2
The remuneration should
be set by the remuneration
committee or the general
meeting, on a proposal
from that committee.
ADOPTED
Section D
–
I,
Topic 66 (Page
202); Section D
–
III, Topic 69
(Pages 202, 203)
V.2.3
For each term of office, the
remuneration committee or
the general meeting, on a
proposal from that
committee, should also
approve the maximum
amount of all
compensations payable to
any member of a board or
committee of the company
due to the respective
termination of office. The
said situation as well as the
amounts should be
disclosed in the corporate
governance report or in the
remuneration report.
ADOPTED
Section D
–
IV,
Topic 80 (Page
207)
177
V.2.4
In order to provide
information or clarifications
to shareholders, the chair
or, in case of his/her
impediment, another
member of the
remuneration committee
should be present at the
annual general meeting, as
well as at any other,
whenever the respective
agenda includes a matter
linked with the
remuneration of the
members of the company’s
boards and committees or,
if such presence has been
requested by the
shareholders.
ADOPTED
Section B-I, a)
Topic 11 (Page
159); Section B-II,
a) Topic 29 (Page
174)
V.2.5
Within the company’s
budgetary limitations, the
remuneration committee
should be able to decide,
freely, on the hiring, by the
company, of necessary or
convenient consulting
services to carry out the
committee’s duties.
ADOPTED
Section D
–
II
Topics 67 (Page
202)
V.2.6
The remuneration
committee should ensure
that those services are
provided independently
and that the respective
providers do not provide
other services to the
company, or to others in
controlling or group
relationship, without the
express authorization of
the committee.
ADOPTED
Section D
–
II
Topics 67 (Page
202)
V.2.7
Taking into account the
alignment of interests
between the company and
the executive directors, a
part of their remuneration
should be of a variable
nature, reflecting the
sustained performance of
the company, and not
stimulating the assumption
of excessive risks.
ADOPTED
Section D
–
III,
Topics 70 -72
(Pages 203 - 205)
178
ANNUAL REPORT EDPR 2020
V.2.8
A significant part of the
variable component should
be partially deferred in
time, for a period of no less
than three years, being
necessarily connected to
the confirmation of the
sustainability of the
performance, in the terms
defined by a company’s
internal regulation.
ADOPTED
Section D
–
III,
Topic 72 (Page
205)
V.2.9
When variable
remuneration includes the
allocation of options or
other instruments directly
or indirectly dependent on
the value of shares, the
start of the exercise period
should be deferred in time
for a period of no less than
three years.
NOT
APPLICABLE
Section D
–
III,
Topics 73 and 74
(Page 205)
V.2.10
The remuneration of non-
executive directors should
not include components
dependent on the
performance of the
company or on its value.
ADOPTED
Section D
–
III,
Topic 69 (Page
203); Section D
–
IV, 77 (Page 206)
V.3 Appointments
V.3.I
The company should, in
terms that it considers
suitable, but in a
demonstrable form,
promote that proposals for
the appointment of the
members of the company’s
governing bodies are
accompanied by a
justification in regard to the
suitability of the profile, the
skills and the curriculum
vitae to the duties to be
carried out.
ADOPTED
Section B-II, a)
Topics 16, 17
(Pages 162, 163)
V.3.2
The overview and support
to the appointment of
members of senior
management should be
attributed to a nomination
committee unless this is
not justified by the
company’s size.
ADOPTED
Section B- II,c)
Topic 29 (Page
174)
V.3.3
This nomination committee
includes a majority of non-
executive, independent
members.
ADOPTED
Section B- II, c)
Topic 29 (Page
173)
179
V.3.4
The nomination committee
should make its terms of
reference available, and
should foster, to the extent
of its powers, transparent
selection processes that
include effective
mechanisms of
identification of potential
candidates, and that those
chosen for proposal are
those who present a higher
degree of merit, who are
best suited to the demands
of the functions to be
carried out, and who will
best promote, within the
organisation, a suitable
diversity, including gender
diversity.
ADOPTED
Section B-II, a)
Topics 16, 17
(Pages 162, 163);
CHAPTER VI
–
INTERNAL CONTROL
VI.I
The managing body should
debate and approve the
Company’s strategic plan
and risk policy, which
should include the
establishment of limits on
risk-taking.
ADOPTED
.
Section A -II,
Topic 9 (Pages
157); Section C) -
III, Topic 52 (Page
184)
VI.2
The supervisory board
should be internally
organised, implementing
mechanisms and
procedures of periodic
control that seek to
guarantee that risks which
are effectively incurred by
the company are
consistent with the
company’s objectives, as
set by the managing body.
ADOPTED
Topic 35 (Page
176); Section C
–
II, Topic 52
(Pages 184)
VI.3
The internal control
systems, comprising the
functions of risk
management, compliance,
and internal audit should
be structured in terms
adequate to the size of the
company and the
complexity of the inherent
risks of the company’s
activity. The supervisory
body should evaluate them
and, within its competence
to supervise the
effectiveness of this
system, propose
adjustments where they
are deemed to be
necessary.
ADOPTED
Section B- II, c)
Topic 29 (Page
171); Section B-
III, Topic 30 (Page
175); Section C
–
III, Topics 50-55
(Pages 183-198)
180
ANNUAL REPORT EDPR 2020
VI.4
The supervisory body
should provide its view on
the work plans and
resources allocated to the
services of the internal
control system, including
the risk management,
compliance and internal
audit functions, and may
propose the adjustments
deemed to be necessary.
ADOPTED
Section B- II, c)
Topic 29 (Pages
171 - 173);
Section B
–
III, b)
Topic 35 (Page
176)
VI.5
The supervisory body
should be the recipient of
the reports prepared by the
internal control services,
including the risk
management functions,
compliance and internal
audit, at least regarding
matters related to the
approval of accounts, the
identification and resolution
of conflicts of interest, and
the detection of potential
irregularities.
ADOPTED
Section B- II, c)
Topic 29 (Pages
171 - 173) Section
B
–
III, b) Topic 35
(Page 176);
VI.6
Based on its risk policy, the
company should establish
a risk management
function, identifying (i) the
main risks it is subject to in
carrying out its activity; (ii)
the probability of
occurrence of those risks
and their respective
impact; (iii) the devices and
measures to adopt towards
their mitigation; and (iv) the
monitoring procedures,
aiming at their
accompaniment.
ADOPTED
Section C)
–
III,
Topics 52 - 55
(1854 - 198);
Chapter 2 of this
Annual Report
(Pages 48-53)
VI.7
The company should
establish procedures for
the supervision, periodic
evaluation, and adjustment
of the internal control
system, including an
annual evaluation of the
level of internal compliance
and the performance of
that system, as well as the
perspectives for
amendments of the risk
structure previously
defined.
ADOPTED
Section C) -III,
Topics 52, 54, 55
(Pages 184, 195 -
199)
181
CHAPTER VII
–
FINANCIAL INFORMATION
VII.1 Finantial information
VII.1.1
The supervisory body’s
internal regulation should
impose the obligation to
supervise the suitability of
the preparation process
and the disclosure of
financial information by the
managing body, including
suitable accounting
policies, estimates,
judgments, relevant
disclosure and its
consistent application
between financial years, in
a duly documented and
communicated form.
ADOPTED
Section B- II,
Topic 29 (Pages
171, 172 and
173); Section B
–
III, b) Topic 35
(Page 176);
Section C
–
III,
Topic 55 (Pages
195 - 198)
VII.2 Statutory Auditor, Accounts and Supervision
VII.2.1
By internal regulations, the
supervisory body should
define, according to the
applicable legal regime, the
monitoring procedures
aimed at ensuring the
independence of the
statutory audit.
ADOPTED
Section B- II, c)
Topic 29 (Page
171), Section B
–
III, c) Topics 37
and 38 (Page
177); Section B
–
IV-V, Topics 45,
46 and 47 (Pages
178 and 179)
VII.2.2
The supervisory body
should be the main
interlocutor of the statutory
auditor in the company and
the first recipient of the
respective reports, having
the powers, namely, to
propose the respective
remuneration and to
ensure that adequate
conditions for the provision
of services are ensured
within the company.
ADOPTED
Sections B
–
II, c)
Topic 29 (Page
171); Section B
–
V, Topics 45, 46
(Pages 178 and
179)
VII.2.3
The supervisory body
should annually assess the
services provided by the
statutory auditor, their
independence and their
suitability in carrying out
their functions, and
propose their dismissal or
the termination of their
service contract by the
competent body when this
is justified for due cause.
ADOPTED
Section B
–
II, c)
Topic 29 (Pages
171 - 173);
Section B
–
III a),
Topic 30 (Page
175), Section B
–
III, c) Topics 37
and 38 (Page
177); Section B-
IV- V, Topic 45
(Page 178)
182
ANNUAL REPORT EDPR 2020
Board of Directors EDP Renováveis 2020 - CVs
António Mexia
Born: 1957
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Chairman of the Board of Directors of EDP Renováveis, S.A.
•
Chairman and CEO of the Executive Board of Directors of EDP
–
Energias
de Portugal, S.A.
•
Permanent Representative of EDP
–
Energias de Portugal, Sociedade
Anónima, Sucursal en España, and Representative of EDP Finance BV
•
Chairman of the Board of Directors of EDP
–
Energias do Brasil, S.A.
•
Chairman of the Board of Directors of Fundação EDP
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Sustainable Energy for All-Chairman
OTHER PREVIOUS POSITIONS
•
Minister of Publi
c Works, Transport and Communication for Portugal’s 16th
Constitutional Government
•
Chairman of the Portuguese Energy Association (APE)
•
Executive Chairman of Galp Energia
•
Chairman of the Board of Directors of Petrogal, Gás de Portugal, Transgás
and Transgás-Atlântico
•
Vice-Chairman of the Board of Directors of Galp Energia
•
Director of Banco Espírito Santo de Investimentos
•
Vice-Chairman of the Board of Directors of ICEP (Portuguese Institute for
Foreign Trade)
•
Assistant to the Secretary of State for Foreign Trade
•
Assistant Lecturer in the Department of Economics at Université de Genève
(Switzerland)
EDUCATION:
•
BSc in Economics from Université de Genève (Switzerland)
•
Postgraduate lecturer in European Studies at Universidade Católica
183
João Manso Neto
Born: 1958
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Executive Vice-Chairman of the Board of Directors and Chairman of the
Executive Committee (CEO) of EDP Renováveis, S.A.
•
Chairman of the Board of Directors of EDP Renewables Europe, S.L.U.,
EDP Renováveis Brasil S.A., EDP Renováveis Servicios Financieros, S.A.
and EDPR FS Offshore, S.A.
•
Executive Director of EDP Energias de Portugal, S.A.
•
Member of the Board of Directors of EDP España, S.A.U.
•
Permanent Representative of EDP Energias de Portugal, S.A. Sucursal en
España, and Representative of EDP Finance BV
•
Chairman of the Board of Directors of EDP Gás.com Comércio de Gás
Natural, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Member of the Board of the Operador del Mercado Ibérico de Energía, Polo
Español (OMEL)
•
Member of the Board of OMIP
–
Operador do Mercado Ibérico (Portugal),
SGPS, S.A.
•
Member of the Board of MIBGAS
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Member of the Executive Board of Directors of EDP Energias de Portugal,
S.A.
•
Chairman of EDP Gestão da Produção de Energia, S.A.
•
CEO and Vice-Chairman of EDP España, S.A.U.
•
Vice-Chairman of Naturgás Energia Grupo, S.A.
•
Member of the Board of the Operador del Mercado Ibérico de Energía, Polo
Español (OMEL)
•
Member of the Board of OMIP
–
Operador do Mercado Ibérico (Portugal)
SGPS, S.A.
OTHER PREVIOUS POSITIONS
•
Head of the International Credit Division, and General Manager responsible
for Financial and South Retail areas at Banco Português do Atlântico
•
General Manager of Financial Management, General Manager of Large
Corporate and Institutional Businesses, General Manager of the Treasury,
Member of the Board of Directors of BCP Banco de Investimento and Vice-
Chairman of BIG Bank Gdansk in Poland at Banco Comercial Português
•
Member of the Board of Banco Português de Negócios
•
General Manager and Member of the Board of EDP Produção
EDUCATION
•
Degree in Economics from Instituto Superior de Economia
•
Post-graduate degree in European Economics from Universidade Católica
Portuguesa
•
Program in Economics at the Faculty of Economics, Universidade Nova de
Lisboa
•
Advanced Management Program for Overseas Bankers at the Wharton
School in Philadelphia
184
ANNUAL REPORT EDPR 2020
Rui Manuel
Rodrigues Lopes
Teixeira
Born: 1972
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member of the Executive Committee of EDP Renováveis, S.A.
•
Member of the Board of Directors of EDP Energias de Portugal, S.A.
•
CEO of EDP España, S.L.U.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member of the Executive Committee of EDP Renováveis, S.A.
•
Member of the Board of Directors of EDP Energias de Portugal, S.A.
•
CEO of EDP España, S.L.U.
•
President of EDP Gestão de Produção de Energia, S.A.
OTHER PREVIOUS POSITIONS
•
Consultant at McKinsey & Company, focusing on energy, shipping, and
retail banking
•
Project manager and ship surveyor for Det Norske Veritas
•
Assistant director of the commercial naval department of Gellweiler
–
Sociedade Equipamentos Maritimos e Industriais, Lda
EDUCATION
•
Graduate of Harvard Business School’s
Advanced Management Program,
AMP184
•
Master in Business and Administration from the Universidade Nova de
Lisboa
•
Master degree in Naval Architecture and Marine Engineering from the
Instituto Superior Técnico de Lisboa
185
Duarte Bello
Born: 1979
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Chief Operating Officer of EDP Renováveis, S.A. for Europe and Brazil
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member the Executive Committee of EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Head of EDP Group M&A and Corporate Development
•
Member of EDP Group Investment Committee
OTHER PREVIOUS POSITIONS
•
Chief of Staff for EDP’s CEO
•
Project Manager in EDP Group M&A and Corporate Development
•
Financial Analyst at Schroder Salomon Smith Barney in London and Lisbon
•
Financial analyst in Citigroup’s Investment Banking division in London
EDUCATION
•
Business and Administration from Faculdade de Economia da Universidade
Nova de Lisboa
•
MBA from INSEAD (Singapore and France)
186
ANNUAL REPORT EDPR 2020
Miguel Ángel Prado
Born: 1975
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Chief Operating Officer of EDP Renováveis, S.A. for North America and
CEO EDP Renewables North America LLC
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member of the Executive Committee of EDP Renováveis, S.A.
•
Responsible for Corporate Procurement at EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Head of Investments, Mergers and Acquisitions at EDP Renováveis, S.A.
•
Leadership of the asset rotation strategy of EDP Renováveis, S.A.
•
Member of EDPR Group Investment Committee
OTHER PREVIOUS POSITIONS
•
He has worked in EDP and EDPR for nearly 17 years, investing more than
18 Billion by executing a significant number of relevant acquisitions in 12
different countries
•
Manager at Arthur Andersen/Deloitte Corporate Finance department
EDUCATION
•
PhD in Business and Management by the University of Oviedo and Bradford
(UK)
•
Executive MBA by the IE (Instituto de Empresa, Madrid)
187
Spryridon Martinis
Spettel
Born: 1979
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Chief Executive Officer of Ocean Winds
•
Chief Operating Officer of EDP Renováveis, S.A. for Offshore and New
Markets
•
Chief Development Officer of EDP Renováveis, S.A.
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member of the Executive Committee of EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS:
•
Executive Business Initiatives Director, EDP Renováveis,S.A.
•
Executive Operating Director
–
Europe, EDP Renováveis,S.A.
•
Asset Management & Business Development Director
–
Europe, EDP
Renováveis,S.A.
•
Director of EDPR Polska, France and Belgium
•
Business Development Director & Coordinator
–
Europe, EDP
Renováveis,S.A.
OTHER PREVIOUS POSITIONS
•
Head of Business Development, Eastern & Northern Europe, EDPR
•
Project Finance specialist, Corporate Finance, Energy Division, BANKIA
•
Business Development Coordinator, Gamesa
EDUCATION
•
Executive Global Leadership Vanguard Program, Xynteo
•
International Executive MBA, IE Business School
•
Full time MBA, IEDE-Laureate University
•
Postgraduate degree in Finance, CESMA
•
University Degree in Economic & Business Sciences,Aristotle University
188
ANNUAL REPORT EDPR 2020
Vera Pinto Pereira
Born: 1974
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Executive Board Member at EDP Energias de Portugal SA
•
President of the Board at EDP Comercial
•
President of the Board at EDP Soluções Comerciais
•
Board Member at EDP España, S.A.U.
•
Board Member at EDP Renováveis, S.A.
•
Board Member at Fundação EDP
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Executive Vice President
–
Managing Director for Spain and Portugal at Fox
Network Group
•
Non-executive Board Member at Pulsa Media
OTHER PREVIOUS POSITIONS
•
MEO TV Business Director
–
at Portugal Telecom (Altice)
•
TV Service Director
–
at TV Cabo Portugal
–
PT Multimedia (NOS)
•
Founding Partner of Innovagency Consulting
•
Associate in Mercer Management Consulting
EDUCATION
•
Master in Business Administration (M.B.A.), Fontainebleau
–
INSEAD
•
Graduate & Post-Graduate Degrees in Economics
–
Universidade NOVA de
Lisboa
–
NOVA School of Business and Economics
189
Manuel Menéndez
Menéndez
Born: 1959
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Chairman of the Board of Directors of EDP España, S.A.U.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
CEO of Liberbank, S.A.
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Chairman and CEO of Liberbank, S.A.
•
Chairman of Cajastur
•
Chairman of EDP España, S.A.U.
•
Chairman of Naturgás Energía Grupo, S.A.
•
Member of the Board of Confederación Española de Cajas de Ahorro
(CECA)
•
Member of the Board of AELÉC
OTHER PREVIOUS POSITIONS
•
Member of the Board of Directors of EDP Renewables Europe, S.L.U.
•
University Professor in the Department of Business Administration and
Accounting at the University of Oviedo
EDUCATION
•
BSc in Economics and Business Administration from the University of
Oviedo
•
PhD in Economic Sciences from the University of Oviedo
190
ANNUAL REPORT EDPR 2020
António Nogueira
Leite
Born: 1962
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Chairman of the Nominations and Remunerations Committee of EDP
Renováveis, S.A.
•
Member of the Audit, Control and Related Party transactions Committee of
EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Senior Board Advisor at Hipoges Iberia,S.A.
•
Chairman of the Board, Embopar, SGPS, S.A.
•
Chairman of the Board, Sociedade Ponto Verde, S.A.
•
Vice-
Chairman of “Fórum para a Competitividade”
•
Chairman of the Board at Forum Oceano
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Director of Sagasta, STC,S.A.
•
Member of the Advisory Committee at Incus Capital Advisors
OTHER PREVIOUS POSITIONS
•
Vice-Chairman of the Executive Committee of Caixa Geral de Depósitos,
S.A.
•
Chairman of the Board at Caixa Banco de Investimento, S.A., Caixa Capital
SCR SGPS, S.A., Caixa Leasing e Factoring, S.A. Partang, SGPS, S.A.
•
Director, Group José de Mello (one of Portugal’s leading private groups)
•
Director of Soporcel, S.A. (1997-1999)
•
Director of Papercel SGPS, S.A. (1998-1999)
•
Director of MC Corretagem, S.A. (1998-1999)
•
Chairman of the Board, Lisbon Stock Exchange (1998-1999)
•
Secretary of State for Treasury and Finance and Alternate Governor (IMF,
EBRD, EIB, WB)
•
Member of the Economic and Financial Committee of the European Union
•
Advisor GE Capital (2001-2002)
•
Director of Brisal, S.A.(2002-2011)
•
Director of CUF, SGPS, S.A. (2002-2011)
•
Director of CUF Quimicos, S.A.(2005-2011)
•
Director of Efacec Capital, S.A.(2005-2011)
•
Director of Jose de Mello Saúde, SGPS, S.A. (2005-2011)
•
Director of Jose de Mello Investimentos, SGPS, S.A. (2010-2011)
•
Chairman of the Board of Directors, OPEX, S.A. (2002-2011)
EDUCATION
•
Degree, Universidade Católica Portuguesa, 1983
•
Master of Science in Economics, University of Illinois at Urbana-Champaign
•
PhD in Economics, University of Illinois at Urbana-Champaign
191
Acácio Piloto
Born: 1957
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Chairman of the Audit, Control and Related-Party Transactions Committee
of EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Member of the Supervisory Board and Chairman of the Risk Committee of Caixa
Económica Montepio Geral
•
Member of the Nominations and Remunerations Committee of EDP Renováveis,
S.A.
•
Member of the Related-Party Transactions Committee of EDP Renováveis, S.A.
OTHER PREVIOUS POSITIONS
•
International Division of Banco Pinto e Sotto Mayor
•
International and Treasury Division of Banco Comercial Português
•
Head of BCP International Corporate Banking
•
Member of the Executive Committee of AF Investimentos SGPS and
Chairman of the following group companies: AF Investimentos, Fundos
Mobiliários; AF Investimentos, Fundos Imobiliários; BPA Gestão de
Patrimónios; BCP Investimentos International; AF Investimentos
International and Prime International
•
Member of BCP Investment Committee
•
Executive Board Member of BCP
–
Banco de Investimento, in charge of
Investment Banking
•
Millennium BCP Group Treasurer and Head of Capital Markets
•
Millennium BCP Chair of Group ALCO
•
CEO of Millennium Gestão de Ativos SGFIM
•
Chairman of Millennium SICAV
•
Chairman of BII International
•
Member of the Board of Directors and Member of the Audit Committee of
INAPA IPG, S.A.
EDUCATION
•
Law degree by the Law Faculty of Lisbon University
•
During 1984 and 1985 he was a scholar from the Hanns Seidel Foundation,
Munich where he obtained a Post-Graduation in Economic Law by Ludwig
Maximilian University
•
Post- Graduation in European Community Competition Law by Max Planck
Institut
•
Trainee at the International Division of Bayerische Hypoteken und Wechsel
Bank
•
Professional education courses, mostly in banking, financial and asset
management, namely the International Banking School (Dublin, 1989), the
Asset and Liability Management Seminar (Merrill Lynch International) and
the INSEAD Executive Program (Fontainebleau)
•
Nova SBE Executive Program on Corporate Governance and Leadership of
Boards
192
ANNUAL REPORT EDPR 2020
Francisca Guedes de
Oliveira
Born: 1973
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of EDP Renováveis, S.A.
•
Member of the Audit, Control and Related-Party Transactions Committee of
EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Associate Dean at Católica Porto Business School (responsibility of Faculty
Management) (until june 2020)
•
Associate Dean for the Master Programmes at Católica Porto Business
School (until June 2020)
•
Assistant Professor at Católica Porto Business School
•
Member of the Social and Economic Council
•
President of the Tax Comitee of Unilabs Portugal
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Coordinator of the MSc programme in Business Economics at Católica Porto
Business School
•
Coordinator of the seminars in economics at the Master of Public
Administration at Católica Porto Business School
•
Coordinator of the PhD in Economics at the Universidade Católica de
Moçambique
•
Coordinator of the work group appointed by the Finance Minister dedicated
to evaluate Tax Expenditures
OTHER PREVIOUS POSITIONS
•
Assistant Professor at Católica Porto Business School
•
Researcher at the National Statistics Institute
EDUCATION
•
Executive programme at London School of Economics
•
PhD in Economics at Nova School of Business and Economics
•
Master in Economics at Faculdade de Economia da Universidade do Porto
•
Undergraduate degree in Economics at Faculdade de Economia da
Universidade do Porto
•
PhD scholarship from Fundação para a Ciência e Tecnologia
193
Allan J.Katz
Born: 1947
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of EDP Renováveis, S.A
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Founder of the American Public Square
•
Executive Committee Chair of the Academic and Corporate Board to ISCTE
Business School in Lisbon Portugal
•
Board Member of the International Relation Council of Kansas City
•
Board Member of the WW1 Commission Diplomatic Advisory Board
•
Creator of Katz, Jacobs and Associates LLC (KJA)
•
Frequent speaker and moderator on developments in Europe and on
American Politics
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Ambassador of the United States of America to the Republic of Portugal
•
Distinguished Professor at University of Missouri Kansas City
OTHER PREVIOUS POSITIONS
•
National Director of the Public Policy practice group at the firm of Akerman
Senterfitt
•
Assistant Insurance Commissioner and Assistant StateTreasurer for the
State of Florida
•
Legislative Counsel to Congressman Bill Gunter and David Obey
•
General Counsel to the Commission on Administrative Review of the US
House of Representatives
•
Member of the Board of the Florida Municipal Energy Association
•
President of the Brogan Museum of Art & Science in Tallahassee, Florida
•
Board member of the Junior Museum of Natural History in Tallahassee,
Florida
•
First Chair of the State Neurological Injury Compensation Association
•
Member of the State Taxation and Budget Commission
•
City of Tallahassee Commissioner
EDUCATION
•
BA from UMKC in 1969
•
JD from Washington College of Law at American University in Washington
DC in 1974
194
ANNUAL REPORT EDPR 2020
Francisco Seixas Da
Costa
Born: 1948
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of Directors of EDP Renováveis, S.A.
•
Member of the Nominations and Remunerations Committee of EDP
Renováveis, S.A.
•
Member of the Audit, Control and Related Party Transactions Committee of
EDP Renováveis, S.A.
(appointed in January 19
th
, 2021)
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Member of the Board of Directors of Jeronimo Martins SGPS, S.A.
•
Member of the Board of Directors of Mota Engil SGPS, S.A.
•
Member of the Board of Directors of Mota Engil Africa, S.A.
•
Member of the Audit Committee of Mota Engil Africa, S.A.
•
Chairman of the Fiscal Council of Tabaqueira II, S.A.
•
Chairman of the Advisory Council of A.T. Kearney Portugal
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Member of the Consultative Council of Calouste Gulbenkian Foundation
•
Member of the Independent General Council, RTP - Radio e Televisão de
Portugal, S.A.
•
Invited Researcher, Universidade Autónoma, Lisbon, Portugal
OTHER PREVIOUS POSITIONS
•
Portuguese ambassador to the United Nations, OSCE, UNESCO, Brazil and
France
•
Secretary of State for European Affairs (1995/2001), Portuguese
government, Lisbon
EDUCATION
•
Degree in Political and Social Sciences, Lisbon University
195
Conceição Lucas
Born: 1956
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of EDP Renováveis, S.A.
•
Member of the Nominations and Remunerations Committee of EDP
Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Chairwoman of Banco Atlantico Europa, S.A.
•
Member of the Nominations and Remunerations Committee of Banco
Atlantico Europa,S.A.
•
Chairwoman of Atlantico Europa, SGPS, S.A
MAIN POSITIONS IN THE LAST FIVE YEARS
•
Executive Board Member of Millennium BCP, for Corporate and Investment
Banking
•
Member of the Board of BCP Capital
•
Manager of BCP Africa SGPS
•
Vice-Chairman of the Board of Directors and Chairman of the Audit Board of
Medis
•
Vice-Chairman of the Board of Directors and Chairman of the Audit Board of
Ocidental
•
Vice-Chairman of the Board of Directors and Chairman of the Audit Board of
Millennium BCP Ageas insurance group
•
Vice-Chairman of the Board of Directors and Chairman of the Audit Board of
Ocidental Vida
•
Member of the Supervisory Board of Bank Millennium S.A. (Poland) (2012-2015)
•
Member of the Board of Banco Millennium Angola (BMA), in Angola
•
Member of the Board and Member of the Remunerations Commission of BIM
–
Banco Internacional de Moçambique
•
Member of the Remuneration Commission of SIM
–
Seguradora Internacional de
Moçambique
•
Board member and Vice-Chairman of Banque Privée, Geneve, Switzerland
OTHER PREVIOUS POSITIONS
•
Chairman of the Board of Directors of Millennium BCP Gestão de Ativos
(MGA)
•
Member of the Board of Fundação Millennium BCP
•
Executive Board Member of Banco Privado Atlantico
–
Europa
•
Co-head of Société Générale, Rep. Office, in Portugal
•
Senior Manager, Banco Espirito Santo,Portugal
•
Manager of Petrogal, S.A.
•
Générale Bank, branch in Portugal
EDUCATION
•
Degree in Management and Business Administration, Portuguese Catholic
University (UCP), Lisbon
•
Post-graduate degree in Hautes Etudes Européennes, major in Economics,
College of Europe, Bruges
•
MSc, London School of Economics,London University
196
ANNUAL REPORT EDPR 2020
Alejandro Fernández
De Araoz Gómez-
Acebo
Born: 1962
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
Member of the Board of EDP Renováveis, S.A.
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
Partner of Araoz & Rueda, Abogados
•
Member of the Board and Vice-Secretary of Inversiones Doalca Socimi, S.A.
•
Member of the Board of Bodegas Benjamin de Rothschild & Vega-Sicilia,
S.A
•
Vocal-International Advisory Board of Scope Ratings AG.
•
“Patrono” and Secretary of Fundación Ar
iane de Rothschild
•
Representative in Spain of Fundación Daniel y Nina Carasso
MAIN POSITIONS IN THE LAST FIVE YEARS
•
(none)
OTHER PREVIOUS POSITIONS
•
Lawyer at Estudio Legal, Abogados, Madrid
•
Secretary and legal advisor of Fundación José Ortega y Gasset-Gregorio
Marañón
•
Associate Professor of Commercial Law in Instituto de Estudios Bursátiles
•
Associate-Professor of Commercial Law in Facultad de Derecho
Universidad Complutense de Madrid
•
Associate-Professor at Program of Instruction for Lawyers (PIL), a joint
program between Harvard Law School and Instituto de Empresa
•
Professor in Instituto de Empresa
EDUCATION
•
Law Degree from the Complutense University, Madrid
•
Researcher, Ludwig-Maximilian Universitat, Munich
•
Researcher, Cambridge MA, Harvard Law School
•
Master in Law, New York University School of Law
•
Master in Law, London School of Economics and Political Science,
University of London
•
PhD in Law, Complutense University,Madrid
•
Business Tax Consultancy Course, ICADE
•
Advance Course of Maritime Busisness, Instituto Marítimo Español
•
European Business Law, City of London Polytechnic
197
Emilio García-Conde
Noriega
Born: 1955
CURRENT POSITIONS IN EDPR OR EDP GROUP OF COMPANIES
•
General Secretary and General Counsel of EDP Renováveis, S.A.
•
Member/Chairman and/or Secretary of several Boards of Directors of
EDPR’s subsidiaries
CURRENT POSITIONS IN COMPANIES OUTSIDE EDPR AND EDP
GROUP OF COMPANIES
•
(none)
MAIN POSITIONS IN THE LAST FIVE YEARS
•
General Secretary and General Counsel of EDP Renováveis, S.A.
•
Member and/or Secretary of several Board of Directors of EDPR’s
subsidiaries
OTHER PREVIOUS POSITIONS
•
Legal Counsel of Soto de Ribera Power Plant (consortium comprising
Electra de Viesgo, Iberdrola and Hidrocantábrico)
•
General Counsel of Soto de Ribera Power Plant
•
Chief of administration and human resources of the consortium
•
Legal Counsel of Hidrocantábrico
•
General Counsel of Hidrocantábrico and member of the management
committee
EDUCATION
•
Law Degree from the University of Oviedo
EDP Renováveis, S.A.
Independent Reasonable Assurance Report on the
design and effectiveness of the Internal Control System
Over Financial Reporting (ICSFR) as of December 31, 2020
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España
Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400
1
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª
Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290
Independent reasonable assurance report on the design and effectiveness of the
Internal Control System over Financial Reporting (ICSFR)
To the Board of Directors of EDP Renováveis, S.A.:
We have carried out a reasonable assurance engagement of the design and effectiveness of the Internal
Control System over Financial Reporting (hereinafter, ICSFR) and the description of it that is included in the
attached Report that forms part of the corresponding section of the Annual Corporate Governance Report of
the Directors Report, prepared according to the applicable portuguese regulation, accompanying the
consolidated annual accounts of EDP Renováveis, S.A., and its subsidiaries (hereinafter, the EDPR Group)
as at December 31, 2020. This system is based on the criteria and policies defined by the EDPR Group in
accordance with the guidelines established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in its "Internal Control-Integrated Framework" report.
An Internal Control System over Financial Reporting is a process designed to provide reasonable
assurance over the reliability of financial information in accordance with the applicable financial reporting
framework and includes those policies and procedures that: (i) enable the records reflecting the
transactions performed to be kept accurately and with a reasonable level of detail; (ii) provide reasonable
assurance as to the proper recognition of transactions to make it possible to prepare the financial
information in accordance with the accounting principles and standards applicable to it and that they are
made only in accordance with established authorizations; and (iii) provide reasonable assurance in relation
to the prevention or timely detection of unauthorised acquisitions, use or sales of the Group’s assets that
could have material effect on the financial information.
Inherent Limitations
In this regard, it should be borne in mind that, given the inherent limitations of any Internal Control System
over Financial Reporting, regardless of the quality of the design and operation of the system, it can only
allow reasonable, but not absolute security, in relation to the objectives it pursues, which may lead to errors,
irregularities or fraud that may not be detected. On the other hand, the projection to future periods of the
evaluation of internal control is subject to risks such that said internal control being inadequate as a result of
future changes in the applicable conditions, or that in the future the level of compliance of the established
policies or procedures may be reduced.
Director's responsibility
The Directors of EDP Renováveis, S.A., are responsible for taking the necessary measures to reasonably
ensure the implementation, maintenance and supervision of an appropriate Internal Control System over
Financial Reporting, as well as the evaluation of its effectiveness, the development of improvements to that
system and the preparation and establishment of the content of the information relating to the ICSFR
attached.
Our Responsability
Our responsibility is to issue a reasonable assurance report on the design and effectiveness of the EDPR
Group Internal Control System over Financial Reporting, based on the work we have performed and on the
evidence we have obtained. We have performed our reasonable assurance engagement in accordance with
International Standard on Assurance Engagements 3000 (ISAE 3000) (Revised), "Assurance Engagements
other than Auditing or Reviews of Historical Financial Information", issued by the International Auditing and
Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC).
2
A reasonable assurance engagement includes the understanding of the Internal Control System over
Financial Reporting, assessing the risk of material weaknesses in the internal control, that the controls are
not properly designed or they do not operate effectively, the execution of tests and evaluations on the
design and effective implementation of this ICSFR, based on our professional judgment, and the
performance of such other procedures as may be deemed necessary.
We believe that the evidence we have obtained provides a sufficient and adequate basis for our opinion.
Our Independence and Quality Control
We have complied with the independence requirements and other ethical requirements of the Accounting
Professionals Code of Ethics issued by the International Ethics Standards Board for Accountants (IESBA),
which is based on the fundamental principles of integrity, objectivity, professional competence and
diligence, confidentiality and professional behavior.
Our firm applies the “International Standard on Quality Control 1 (ISQC 1)” and maintains an exhaustive
qualitative control system that includes documented policies and procedures regarding compliance with
ethical requirements, professional standards, and applicable legal and regulatory provisions.
Opinion
In our opinion, the EDPR Group maintained, as at December 31, 2020, in all material respects, an effective
Internal Control System over Financial Reporting for the period ended at December 31, 2020, which is
based on the criteria and the policies defined by the EDP Renováveis Group’s management in accordance
with the guidelines established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in its "Internal Control-Integrated Framework" report.
In addition, the attached description of the ICSFR Report as at December 31, 2020 has been prepared, in
all material respects, in accordance with the requirements established by the Code of Recommendations of
the IPCG and the Appendix I to CMVM Regulation nº 4/2013 for the purposes of the description of the
ICSFR in the Annual Reports of Corporate Governance.
This work does not constitute an audit nor is it subject to the regulations governing the audit activity in force
in Spain, so we do not express any audit opinion in the terms provided in the aforementioned regulations.
PricewaterhouseCoopers Auditores, S.L.
Iñaki Goiriena Basualdu
24 February 2021
22725304Q IÑAKI GOIRIENA
2021-02-24 16:5
1
Signer:
CN=22725304Q IÑAKI GOIRIENA
C=ES
2.5.4.42=IÑAKI
2.5.4.4=GOIRIENA BASUALDU
Public key:
RSA/2048 bits
198
ANNUAL REPORT EDPR 2020
Annex II
Remuneration Report
EDPR has rooted in its organizational culture the challenge and ambition to implement and achieve, at all times, the best corporate
governance practices, and seeks, with transparency and rigor, to go beyond the legal and regulatory requirements applicable in
this area. Despite the understanding of the Portuguese Securities Commission (CMVM) that the remuneration report only needs
to be released and submitted to
shareholders, for the first time, at the annual general shareholders’ meeting subsequent to the
year in which the new remuneration policy is approved after the enter into force of Law nº 50/2020 of 25 August, (this is as of
2022), EDPR sought, under the terms of Article 245.º - C of the Portuguese Securities Code, to anticipate, already in 2021, to
provide a version aiming to the effective compliance of such legal requirement. This commitment seeks to materialize our culture
towards our Shareholders and the market in general.
Pursuant to the terms of Article 245-C of the Portuguese Securities Code, as amended by Law no. 50/2020, of 25 August, this
Remuneration Report envisages to provide a wide-ranging view of the remuneration attributed to the members of the corporate
bodies of EDP Renováveis S.A., including all benefits, regardless of their form, due or attributed during the financial year of 2020.
199
Definition and adoption of the Remuneration Policy of EDP Renováveis
The definition of the proposal of the remuneration policy for the members of the Board of Directors of EDPR is incumbent on
Nominations and Remunerations Committee which is a elegated body of the Board of Directors enterely composed by non-
executive and independent members. Under such competences this Committee takes the responsibility for proposing to the
Board of Directors the determination of the remuneration of the Executive Directors of the Company; the Declaration on
Remuneration Policy; the evaluation and compliance of the KPI’s (Ke
y Performance Indicators); the annual and multi annual
variable remuneration, and also proposes the remuneration of the Non-Executive Directors and members of the Board
Committees. As such, this Committee prepares a proposal that defines the remuneration to be attributed to Directors and to the
members of the Executive Committee, with the purpose that it reflects the performance of each of the members in each year of
their term of office establishing for the Executive Committee Members
a variable component which is consistent with the
maximisation of the Company's long term performance (variable annual and multi-annual remuneration for a three-year period),
and long term incentive plans for the achievement of the most challenging objectives of the business plan, thereby guaranteeing
the alignment of the performance of the governing bodies with the interests of the shareholders.
The Board of Directors is responsible for the approval of the above-mentioned proposals except to the extent it concerns the
Declara
tion on the Remuneration Policy which is annualy approved by the General Shareholders’ Meeting. The Board of
Directors also evaluates with an annual periodicity its own performance and the performance of its delegated Committees. The
evaluation of the performance of the Board of Directors and its Executive Committee, is then additionally submitted for the
approval of the General Shareholder Meeting.
The Declaration on the Remuneration Policy is submitted by the Board of Directors to the approval of the Gene
ral Shareholders’
Meeting as an independent proposal. According to the Company’s Articles of Association the Board of Directors remuneration is
subject to a maximum value that can only be modified by a Shareholders agreement.
The remuneration policy applicable for 2020-2022 was proposed by the Nominations and Remuneration Committee and
approved by the General Shareholders’ Meeting held on March 26
th
, 2020. It defined a structure with a fixed remuneration for all
members of the Board of Directors, whereas for the members of the Executive Committee defines a fixed and a variable
remuneration, with an annual component and a multi-annual component. Additionally, on its meeting dated October 16
th
, 2019
the Appointments and Remunerations Committee agreed to propose to the Board of Directors a Complementary Long Term
Program homogeneous for the three COOs and for the 2019-2022 term. Such Complementary Long Term Program was
approved at the Board of Directors’ meeting dated October 29, 2019.
200
ANNUAL REPORT EDPR 2020
A. Remuneration structure and disclousure
The remuneration policy applicable for 2020-2022 defines a structure with a fixed remuneration for all members of the
Board of Directors, whereas for the members of the Executive Committee defines a fixed and a variable remuneration,
with an annual component, a multi-annual component and a Complementary Long Term Program homogeneous for
the three COOs for the 2019-2022 term.
The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work
exclusively as Directors or with their membership on the Nominations and Remunerations Committee and to the
Audit, Control and Related
Party Transactions Committee. Those members who are seated in two different
Committees do not accumulate two remunerations. In these cases, the remuneration to be received is the one that
corresponds to the highest value.
EDPR, in line with EDP Group corporate governance practices, has signed an Executive Management Services
Agreement with EDP, under which the Company bears the cost for such services to some of the members of the
Board of Directors to the extent their services are devoted to EDPR.
i.
Remuneration paid by EDPR to its Directors for their functions as Members of the Board and Members of the
Audit, Control and Related Party Transactions Committee and Nominations and Remunerations
Committee
for the year ended on December 31
st
2020:
o
Executive Directors
DIRECTOR
TOTAL
FIXED
(€)
João Manso Neto*
0
Rui Teixeira*
0
Duarte Bello**
61,804
Miguel Ángel Prado**
0
Spyridon Martinis**
61,804
** João Manso Neto and Rui Teixeira do not receive any remuneration from EDPR. EDPR and EDP signed an Executive Management Services
Agreement according to which
EDPR pays to EDP a fee for the services rendered by these Board Members
*Duarte Bello, Miguel Ángel Prado and Spyridon Martinis ,as Officers and members of the Executive Committee, and for the relevant period of
2020 corresponding to each of them, received their remuneration as Directors as desc
ribed on the table above and as other Group companies’
employees, as described at the end of this section.
o
Non Executive Directors that are not members of any delegated commitee
DIRECTOR
TOTAL
FIXED
(€)
Antonio Mexia*
0
Vera Pinto*
0
Manuel Menéndez Menéndez
45,000
Allan J.Katz
45,000
Alejandro Fernández de Araoz Gómez-Acebo
45,000
*António Mexia and Vera Pinto do not receive any remuneration from EDPR. EDPR and EDP signed an Executive Management Services
Agreement according to which
EDPR pays to EDP a fee for the services rendered by these Board Members.
201
o
Non Executive Directors that are members of the Audit, Control and Related party Transactions Committee
and/or the Nominations and Remunerations Committee
AUDIT, CONTROL AND RELATED PARTY TRANSACTIONS COMMITEE
DIRECTOR
TOTAL
FIXED
(€)
Acácio Jaime Liberado Mota Piloto (Chairman)
80,000
Francisca Guedes de Oliveira
60,000
António Nogueira Leite*
60,000
NOMINATIONS AND REMUNERATIONS COMMITTEE
DIRECTOR
TOTAL
FIXED
(€)
António Nogueira Leite (Chairman)*
60,000
Francisco Seixas da Costa
55,000
Conceiçao Lucas
55,000
*Those members who are seated in two different Committees do not accumulate two remunerations. In these cases, the remuneration to be
received is the one that corresponds to the highest value (as the case of Antonio Nogueira Leite)
ii.
Remuneration paid to EDPR Executive Directors (ex CEO) for the functions performed as Officers for the
year ended on December 31
st
2020
OFFICER
PAYER
FIXED
VARIABLE
ANNUAL
VARIABLE
MULTI-
ANNUAL
VARIABLE
PLURI-
ANNUAL
TOTAL
Duarte Bello
EDP Energías
de Portugal,
S.A. Sucursal
en España
228.196€
145,000€
37.500€
410.696€
Miguel Ángel Prado
EDPR North
America LLC
466,897$
162.328$
237.908$
45.725$
912.858$
Spyridon Martinis
EDP Energías
de Portugal
S.A. Sucursal
en España
228.196€
145,000€
0
373.196€
*All the amounts are in EUR, except Miguel Ángel Prado ones, which are in USD.
Likewise, in application of the deferral policy, in 2020 an amount of 84.443€ was paid
to Miguel Amaro (former
Executive CFO of the company), for the services rendered in 2016-2017.
202
ANNUAL REPORT EDPR 2020
iii.
Non-Monetary Benefits
The Officers, with the exception of the CEO, received the following non-monetary benefits: retirement savings plan (as
described in the following topic), company car and Health Insurance. In 2020, the non-monetary benefits amounted to
267.733 EUR. The Non-Executive Directors do not receive any relevant non-monetary benefits as remuneration.
iv.
Retirement Savings Plan
The retirement savings plan for the members of the Executive Committee that are also Officers, acts as an effective
retirement supplement with a range between 3% to 6% of their annual salary. The percentage is defined
according
with the retirement savings
plan applicable in their home country. The retirement savings plan applicable to 2020,
which is included within the Remuneration Policy applicable for the term office 2020-2022, was defined and proposed
by the Nominations and Remunerations Committee to the Board of Directors for its submission to the General
Shareholder’s Meeting, which approved it on its meeting held on March 26
th
, 2020.
The total amount of the remunerations that the Company paid to its Directors under the terms provided in the previous
paragraphs have not ex
ceeded the amount determined by the General Shareholders’ Meeting, which for year 2020 was set in
EUR 2,500,000 for the Board of Directors and in EUR 1,000,000 for the Executive Committee.
B. Allingment of the application of the remuneration with the Remuneration
Policy adopted. Contribution of the Remuneration Policy to the long term
performance of the Company and criteria taken into account.
The remuneration policy adopted by EDPR for 2020 included key elements to enhance a Company’s management performance
not only focused on short-term objectives, but also incorporate as part of its results the interests of the Company and of
shareholders in the medium and long term. These elements are: (i) the definition of the indicators in accordance with the 6
clusters, (ii) the relative weight assigned to each KPIs to calculate annual, multiannual variable remuneration, and if such is the
case, of the LTICPs, (iii) the relevance associated with the achievement of such KPIs on the platform in the case of COOs, (iv)
the three-year term considered for determining the value of variable multi-annual component of the remuneration, as well as the
four-year term considered for determining the value of the LTICP, (v) the deferral in three years for the payment of the variable
multi-annual as recommended by CMVM as a good corporate governance practices, as well as conditioning its payment to the
fact of there has not been unlawful actions known after the performance evaluated that may jeopardize the sustainability of the
company’s performance, (vi) the use of the qualitative criteria focused on a strategic and medium term perspective of
thedevelopment of the Company, and (vii) the existence of a maximum limit for the variable remuneration.
As previously exposed, the remuneration policy applicable for 2020-2022 defines a structure with a fixed remuneration for all
members of the Board of Directors (which is detailed in the previous section) and a fixed and a variable remuneration, with an
annual component and a multi-annual component.for members of the Executive Committee. The variable annual remuneration
may range from 0 to 68% over the annual fixed remuneration and the multi-annual remuneration from 0 to 102% over the annual
fixed remuneration for the CEO, and over 250.000€ for other members of the Executive Committee.
The key performance indicators (KPIs) used to determine the amounts of the annual and multi -annual variable remuneration
regarding to each year of the term are proposed by the Nominations and Remunerations Committee with the aim of align them
with the strategic grounds of the
Company: growth, risk control and efficiency. These are
the same for all members of the
Executive Committee, although with specific targets for the platforms in the case of COOs . For the year 2020 the KPIs were:
203
KEY
PERFORMANCE
INDICATOR
CEO
COO’
S NA AND EU
COO
IG
WEIGHT
WEIGHT
EDPR
RESULTS
WEIGHT
EDPR
RESULTS
PLATFORM
RESULTS
WEIGHT
EDPR
RESULTS
PLATFORM
RESULTS
Total
Shareholder
return
15%
100
%
TSR vs. Wind peers
& Psi 20
100%
100%
100%
100%
0%
100%
100%
0%
Shareholders
80%
60%
Operatin Cash Flow
(€ million)
10%
100%
10%
50%
50%
10%
100%
0%
AR/Sell-down + Tax
Equity
(€ million)
10%
100%
10%
100%
0%
10%
100%
0%
EBITDA+ sell down
gains
(€ million)
10%
100%
10%
50%
50%
10%
100%
0%
Net Profit
(€ million)
10%
100%
10%
100%
0%
10%
100%
0%
Core Opex Adjusted
(€ thousand/MW)
10%
100%
10%
50%
50%
10%
100%
0%
Projects with FID
(% of total ’19
-
’22
additions in BP)
10%
100%
10%
50%
50%
10%
50%
50%
Clients
10%
Renewable Capacity
Built
(in MW)
10%
100%
10%
50%
50%
10%
50%
50%
Assets &
Operations
10%
Technical Energy
Availability
(%)
5%
100%
5%
50%
50%
5%
100%
0%
Capex per MW
(€ thousand)
5%
100%
5%
50%
50%
5%
50%
50%
Environment
&
Commnunitie
s
5%
Certified MW
%
5%
100%
5%
50%
50%
5%
100%
0%
Innovation &
partners
5%
H&S frequency rate
(employees +
contractors)
5%
100%
5%
50%
50%
5%
100%
0%
People
Management
10%
People Management
10%
100%
10%
50%
50%
10%
50%
50%
Remuneration
Committee
5%
100
%
Appreciation
remuneration
committee
100%
100%
100%
100%
0%
100%
100%
0%
There is also a qualitative evaluation of the CEO about the annual performance of the members of the Executive Committee.
This evaluation will have a weight of 20% for the final calculation in the annual variable remuneration and of 32% in the multi-
annual variable remuneration. The other 80% will be calculated based on the weights indicated in the next paragraph for the
annual variable remuneration and 68% for the multi-annual variable.
According to the Remuneration Policy approved by the General Shareholders’ Meeting, the maximum variable remuneration
(annual and multi-
annual) is applicable if all the above mentioned KPI’s
were achieved and the performance evaluation is equal
or above 110%.
204
ANNUAL REPORT EDPR 2020
-16.1%
16.2%
12.4%
36.2%
118.8%
2016
2017
2018
2019
2020
Total shareholder return
Source: Bloomberg
103,349
101,267
101,574
104,851
102,958
2016
2017
2018
2019
2020
Employee average remuneration (€)
As mentioned above a Complementary Long Term Program homogeneous for the three COOs (COO NA, COO EU & BR and
COO Offshore) and for the 2019-2022 term was approved in 2019.
The conditions of such Complementary Long Term Program are: (i) four year period (2019-2022); (ii) Target Award will be 4 x
50% of base annual remuneration of each COO; (iii) KPIs are consistent through the whole term and specific for each COO; and
(iv) payments will be done in accordance with the percentage of the achieved fulfilment with a limit of 120% of the Target Award.
C. Performance of the company and remuneration average of the
employees
205
D. Remuneration from other Group Companies
As exposed in section B of this chapter 6 of the Annual Report, the remuneration of the Executive Directors related to the
functions permormed as Officers were paid by EDP Energías de Portugal S.A. Sucursal en España and EDPR North America
LLC as follows:
OFFICER
PAYER
FIXED
VARIABLE
ANNUAL
VARIABLE
MULTI-
ANNUAL
VARIABLE
PLURI-
ANNUAL
TOTAL
Duarte Bello
EDP Energías
de Portugal,
S.A. Sucursal
en España
228.196€
145,000€
37.500€
410.696€
Miguel Ángel Prado
EDPR North
America LLC
466,897$
162.328$
237.908$
45.725$
912.858$
Spyridon Martinis
EDP Energías
de Portugal
S.A. Sucursal
en España
228.196€
145,000€
0
373.196€
*All the amounts are in EUR, except Miguel Ángel Prado ones, which are in USD.
In 2020, in application of the deferral policy adopted by EDPR, an amount of 84.443€ was paid by EDP Energías de Portugal,
S.A. Sucursal en España to Miguel Amaro (former Executive CFO of the company), for the services rendered in 2016-2017.
Likewise, according to the Executive Management Services Agreement signed with EDP, EDPR is due to pay an amount to
EDP, for the services rendered by the Executive Managers and the Non-Executive Managers. The amount due under said
Agreement for the management services rendered by in 2020 is EUR 1,094,560, of which EUR 959,560 refers to the
management services rendered by the Executive Members and EUR 135,000 to the management services rendered by the
Non-Executive Members.
E. Share-allocation and/or Stock Option Plans
EDPR does not have any Share-Allocation and/or Stock Option Plans.
Should be noted that at 31
st
December 2020, Spyridon Martinis had 10,413 shares of EDP Renováveis, but all of them were
bought before his appointment as Director of the Company (being the first acquisition in 2011 and the last one in 2018).
F. Refund of a variable remuneration
EDPR has not regulated the option of refunding the variable remuneration of the Directors but in line with corporate governance
practices, the Remuneration Policy incorporates the deferral for a period of three years of the multi-annual variable
remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which
endangers the sustainable performance of the company.
206
ANNUAL REPORT EDPR 2020
G. Information on any withdrawal of the procedure for applying the
remuneration policy and the derogations applied, including an
explanation of the nature of the exceptional circumstances and an
indication of the specific elements subject to the derogation
The remuneration policy applicable for 2020-
2022 was approved by the General Shareholders’ Meeting held on March 26
th
,
2020 and has been applied withouth exceptions since then. Should be noted to this extent that the Complementary Long Term
Program approved for the three COOs for the 2019-
2022 term that was approved at the Board of Directors’ meeting dated
October 29
th
, 2019 substituted the Complementary Long Term Program approved on 2017.
Other remunerations
•
Remuneration of the Chairman of
the General Shareholders’ Meeting
In 2020, the remuneration of the Chairman of the General Shareholders’ Meeting of EDPR, José António de Melo Pinto Ribeiro,
was EUR 15,000.
•
External Auditor remuneration in 2020 for EDP Renováveis S.A. and subsidiaries
TYPE OF SERVICE
PORTUGAL
SPAIN
BRAZIL
US
OTHER
TOTAL
%
Audit and statutory audit
of accounts
161,802
583,370
166,671
1,066,435
684,006
2,662,284
93.5%
Total audit related
services
161,802
583,370
166,671
1,066,435
684,006
2,662,284
93.5%
Other non-audit services
-
151,382
4,000
-
29,007
184,389
6.5%
Total non-audit related
services
-
151,382
4,000
-
29,007
184,389
6.5%
Total
161,802
734,752
170,671
1,066,435
713,013
2,846,673
100,00%
The amount of Other non-audit services in Spain includes, among others, services that refer to the entire Group such as the
review of the internal control system on financial reporting and review of the non-financial information related to sustainability
included in the EDPR Group’s annual report, which are invoi
ced to a Spanish companies. This amount also includes the limited
review as of June 30, 2020 of the EDPR Consolidated Financial Statements and other reviews for Group consolidation purposes
which are considered non-audit services according to the respective local regulation.
Total amount for Spain refers to services provided by PricewaterhouseCoopers Auditores S.L.
The above fees exclude the fees for full consolidated Viesgo companies which are also audited by PricewaterhouseCoopers
Auditores S.L in the amount of 90,471 Euros and the fees for the companies that were sold during 2020 (see note 6 of the
consolidated annual accounts).