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    CCCCONTENTSONTENTSONTENTSONTENTS1. Message by the Board of Directors 4

    2. Corporate Governance 9

    3. Analysis of the Economic Setting 26

    4. REFER Activities in 2008 30

    4.1. Infrastructure Management 33

    4.1.1. Conservation and Maintenance 38

    4.1.2. Operation 42

    4.2. Investments 47

    4.3. Complementary activities 60

    5. Environment 62

    6. Property Assets 65

    7. Safety 68

    8. Human Resources 71

    9. Financing Debt Management 74

    10. REFER Shareholdings 79

    11. Results, Asset Structure and Indicators 83

    12. Final Note 91

    13. Outlook 93

    14. Financial Statements and Annexes 95

    15. Annexes 156

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    1.The current Board of Directors first mandate ended in 2008. Consequently, this is a suitable time toassess the company's activities during the previous year and to highlight some priorities for 2009.

    In 2008, the company successfully completed another stage in its mission of providing the country

    with a competitive transport infrastructure by managing and developing an efficient and safe railway

    network in an environmentally friendly manner despite Portugals intense budget restrictions.

    Despite REFERs short existence as a rail infrastructure management company, it has inherited an

    important historical legacy. In November 2008, the company celebrated the Vouga Lines 100 th year

    by organising a train trip between Espinho and Oliveira de Azemis, which commemorated theinaugural trip on this rail line by King D. Manuel II in 1908.

    The Railway Sectors Strategic Guidelines presented by the government in 2006, and included in the

    general transport policy, comprise the framework for developing REFER's activities and establish a

    number of Strategic Objectives for the sector:

    Improve accessibility and mobility in order to increase the railways transport market share;

    Guarantee suitable standards of safety, interoperability and environmental sustainability;

    Evolve to a sustainable financing model which also promotes efficiency;

    Promote research, development and innovation.

    The Strategic Objectives set forth by REFER in its various prospects are clearly part of the objectives

    stipulated for the sector.

    In order to meet these objectives, in 2008 REFER had 3,556 employees whose work and dedication

    revealed the company's commitment to fulfil certain quality levels and operational and financial

    performance. REFER is thus working toward a sustainable model in compliance with the major

    guidelines comprising the Program Contract proposal and the Strategic Guidelines for the Railway

    Sector.

    REFER has carried out its activities in accordance with quality and efficiency standards and in a

    manner to guarantee good infrastructure availability rates, to provide stable schedules and to ensure

    service quality to operators. To meet this goal, in recent years REFER has been improving service

    levels to operators, whereby it has achieved a 98% punctuality rate in Suburban trains and 97% in

    Regional and Freight trains. Nevertheless, in 2008 Pendular and Intercity trains inverted this trend

    essentially due to the poor track condition of some sections. However, plans have already been

    made for major rehabilitation works.

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    At the end of 2008, 56% of the whole national railway track was equipped with sophisticated Speed

    Control Systems, Convel and ATS (advanced technology systems), in addition to another safety

    system, the Ground Train Radio, along 55% of the whole track. The company thus maintained its

    efforts initiated in previous years to provide operators with an infrastructure equipped with systems

    ensuring enhanced safety and reliability.

    In 2008, infrastructure operators continued to slightly increase their utilisation, in keeping with growth

    previous years, reaching 41.284 million train kilometres (TK), a 2% increase over 2007. However,

    through the liberalisation of freight transport, two new operators emerged TAKARGO and COMSA

    RAIL. The former began operations in the national rail network with 37,000 train kilometres, whereas

    the latter requested to reserve slots for testing and training in the Lisbon Vilar Formoso axis.

    Note that the first private freight rail operator TAKARGO, of the MOTA-ENGIL group began

    operating on 25 September 2008. This occasion is not only a milestone in Portugals railway system,

    but also allows REFER to foresee increased utilisation of its infrastructure. Currently, TAKARGO has two

    1400 locomotives, which allows it to make a daily run with a train of ballast hopper cars from the

    Torre da Gadanha Station to the work front at Barreiro - Pinhal Novo. TAKARGO is training train drivers

    at the Poceiro Setil section, and a yard for flatbed container wagons is in the final stage of

    approval. COMSA RAIL Transport is a company held by the COMSA Group operating in the transport

    and logistics market. Currently, it is operating in Spain and Poland and is expected to begin doing

    business in Portugal in the near future.

    In 2008, REFERs rail safety and accident prevention measures to implement the Plan to Eliminate orReclassify Level Crossings included 57 actions which eliminated 40 LC and reclassified 17 LC. The

    companys efforts resulted in 20 more actions in 2008 than in 2007. At the end of 2008, the universe

    of lines with railway operations included 1,229 level crossings, for an average density of 0.433 level

    crossings per kilometre. The ongoing policy to eliminated level crossings, and thus improve their

    safety, has contributed to an ongoing accident reduction. In 2008, there were 55 accidents, 11 less

    than in the previous year and 68 less than in 2001. In 2009, the company is forecasting to eliminate

    78 level crossings and to reclassify 67, and these measures are expected to reduce the accident

    rate by 9%.

    As for investments in long duration infrastructures, REFER maintained its modernisation and

    development projects in the national railway network. Among the said projects, the following are

    highlighted:

    Reopening of the Rossio Tunnel in February 2008, after nearly 4 years of recovery works. The

    Rossio Tunnel rehabilitation consisted of a structural intervention by building a closed

    concrete section inside the tunnel, in a length of approximately 1.180 km, and by building a

    concrete platform with embedded track along the whole length (2.613 km), which will

    provide access to road vehicles if necessary, and also consisting of a reinforcementmember to endow the tunnel with structural stability.

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    In March 2008, REFER completed the works contract for the Rail Link to the National Ironworks,

    thus meeting the schedule laid out during the respective consignment, representing an

    overall investment of 15 million euros. The new branch line now made available by REFER is

    3,788 meters long and stems from a 795-metre section, also built for this project, called V

    line of the Coina Station. After the operation start-up of the Lisbon Operation Command Centre (OCC) in November

    2007, and fulfilling the planned schedule, the Porto OCC

    began operating in April 2008. Housed in a vanguard

    building next to the Contumil Station, the Porto OCC will

    command/control the lines of Minho, Guimares, Leixes,

    Douro and North [Mealhada (inclusive) to Porto

    Campanh] and the Braga Branch Line.

    The new train station and rail tunnel began operating in May 2008 in the city of Espinho. Thefirst train to cross this new infrastructure was the Alfa Pendular from Braga going to Lisbon. The

    second track opened to traffic on May 5, after which train traffic continued normally along

    the two operation tracks. The intervention also included building a new passenger building

    accessed at street level by two entrances linked by an atrium, from which access is provided

    through traditional and mechanical means directly to the central passenger platform. The

    works began in 2004 and represented an investment of 60 million euros.

    In March 2008, the company awarded the works contract called Alentejo Line - Barreiro -

    Pinhal Novo Section (excl.) - Electrification and Modernisation of Stations and Stops.

    Completion of this works contract will reduce trip times and improve service quality,

    particularly by linking the rail and river infrastructures, improving comfort at stations and the

    respective accesses.

    In November 2008, works were completed at the Cacia Multimodal Terminal to install the

    following systems, which will be commanded and supervised by the Porto Operation

    Command Centre. The Cacia Multimodal Terminal construction project emerged

    consequent to the rail link to the Porto of Aveiro and which aims mainly to redistribute cargo

    coming from and going to the Port of Aveiro. The main objective of this project is to build a

    railway operation system whereby all trains coming from/going to the Port of Aveiro originate

    at the Cacia Multimodal Terminal. This terminal will, not only receive/forward the respective

    merchandise, but also regulate rail traffic and route it to the North Line and Beira Alta Line,

    whereby the latter is the European axis linking to Spain.

    REFERs investment during 2008 reached 398 million euros, which implied a 76% realisation rate

    compared with what had been planned (522.9 million euros). Of this value, 392 million euros were

    invested on Long Duration Infrastructures (99% of total investment) and 5.6 million euros wereinvested on Management Support Structures (1% of the total investment). Investments in 2008 were

    Espinho

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    financed by EU Fund allocations, Protocols signed between REFER and various entities and reliance

    on other financing sources.

    In 2008, the company fulfilled its environmental objectives regarding Noise and the Conservation of

    Nature and Biodiversity. It was also a year in which the company provided greater support to its

    maintenance activities and intensified investment activities. Environmental evaluation is crucial, not

    only because its one of the means of implementing the principle of prevention (stipulated in the

    Environmental Policy), but also since it is one of the critical requirements for making the necessary

    investments to modernise the railway infrastructure.

    In 2008, the company submitted 90% of the Strategic Noise Charts (SNC), part of the first stage, to

    the Portuguese Environment Agency for the Cascais Line, Sintra Line, Cintura Line and North Line

    (Lisbon/Azambuja section). Overall, the charts cover 102 km of rail track. About 11 km are still to be

    completed covering the section of Porto S. Bento/Ermesinde. Note that work on this SNC began in

    2008, as soon as the respective cartographic survey was performed.

    As for Fauna and Flora, we point out the Ecological Rehabilitation Project for a Saltworks in Alccer do

    Sal. The Alccer do Sal saltworks was acquired in June 2008, followed by the topographic survey

    necessary for preparing the intervention program. The first version of the intervention program was

    submitted to REFER in November 2008.

    The Fixed Assets Management Model was maintained in order to prepare procedures to apply the

    new fixed assets management structure to the maintenance activities.

    Expanding the initial project essentially aims to standardise the concept of assets and their

    application by creating a single language within REFER to be used by the various players; to monitor

    the fixed assets in an integrated manner, aligning the financial and technical outlook under a model

    understood by everyone; to facilitate maintenance management decisions in order to choose the

    best option between investing and asset maintenance, and in order to compare costs per asset

    within an internal and external benchmarking perspective.

    Lastly, in financial terms, we highlight the implementation of the Euro Medium Term Notes Program of

    an overall amount of 1.5 billion euros. This instrument consists of a number of contractual documentssigned between the company and financial intermediaries to create a single legal body

    characterising the most relevant aspects of any issuance of bonds either through public or private

    issues, with or without state guarantee. As such, REFER gains greater flexibility in the capital

    marketsand is able to take an opportunistic approach by occasionally using market conditions which

    offer greater financial advantages. Setting up a program of this type does not, on its own, imply any

    commitment to current or future debt. The commitment to debt exists only after a concrete bond

    issue.

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    2.MMMMISSIONISSIONISSIONISSION,,,,OOOOBJECTIVES ANDBJECTIVES ANDBJECTIVES ANDBJECTIVES AND PPPPOLICIESOLICIESOLICIESOLICIES

    According to Decree-Law 104/97, of April 29, the main goal of REFER E.P. is to provide a public

    service of managing the national railway network. The companys goals also include:

    i. Construction, installation and renovation of the railway infrastructures which includes, in

    particular, the respective studies, planning and development;

    ii. Circulation command and control and promoting, coordinating and developing all

    activities related with railway infrastructures;

    iii. Complementary or subsidiary activities to the main goal.

    In 2008, REFERs statutes were published in Decree-Law 141/2008, of July 22, and came into force on

    23 July 2008. This Decree-Law alters the statute that created the National Railway Network, REFER,

    E.P., and the respective statutes, in order to adapt them to the new legal system of the state's

    corporate sector.

    Therefore, the National Rail Network, REFER, E. P., is transformed into a public corporate entity called

    Rede Ferroviria Nacional, REFER, E. P. E., which includes an alteration to the structure of its governing

    bodies. The competences of the former Audit Committee are now shared by two new governing

    bodies: Audit Committee and Chartered Accountant.At the same time, adjustments were made to REFERs competences applicable to rail infrastructure

    maintenance for the 25 de Abril Bridge.

    Status and activities of REFER, E. P. E.:

    REFER, E. P. E., is a public corporate entity with legal personality, endowed with administrative

    and financial autonomy and its own assets, and shall be subject to supervision by the ministers

    responsible for the finance and transport sectors.

    In summary, REFER has the following mission:

    PPPPROVIDE A COMPETITIVEROVIDE A COMPETITIVEROVIDE A COMPETITIVEROVIDE A COMPETITIVE TRANSPORT INFRASTRUCTRANSPORT INFRASTRUCTRANSPORT INFRASTRUCTRANSPORT INFRASTRUCTURE BY MANAGING ANDTURE BY MANAGING ANDTURE BY MANAGING ANDTURE BY MANAGING AND DEVELOPING AN EFFICIDEVELOPING AN EFFICIDEVELOPING AN EFFICIDEVELOPING AN EFFICIENT AND SAFEENT AND SAFEENT AND SAFEENT AND SAFE

    RAILWAY NETWORK THATRAILWAY NETWORK THATRAILWAY NETWORK THATRAILWAY NETWORK THAT IS ENVIRONMENTALLY FIS ENVIRONMENTALLY FIS ENVIRONMENTALLY FIS ENVIRONMENTALLY FRIENDLYRIENDLYRIENDLYRIENDLY."."."."

    And its vision:

    REFERREFERREFERREFER WILLWILLWILLWILL BE AN EXEMPLARYBE AN EXEMPLARYBE AN EXEMPLARYBE AN EXEMPLARYEEEEUROPEAN RAILWAY INFRUROPEAN RAILWAY INFRUROPEAN RAILWAY INFRUROPEAN RAILWAY INFRASTRUCTURE MANAGERASTRUCTURE MANAGERASTRUCTURE MANAGERASTRUCTURE MANAGER

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    To carry out its activities, REFER split its organisation to suit the two aspects of its mission, but always

    keeping in mind that its main goal is to provide a public infrastructure management service.

    However, the whole corporate and administrative structure serves each activity in the same manner.

    In addition to the activities covered by its missions infrastructure management and investment

    management REFER, in performing its normal operations, also carries out other complementaryactivities.

    According to its corporate purpose, REFER carries out two complementary business activities:

    Infrastructure Management and OperationInfrastructure Management and OperationInfrastructure Management and OperationInfrastructure Management and Operation, as a public service provider which manages the

    whole National Railway Network infrastructure, which includes circulation command and

    control and the promotion, coordination and development of all activities related with the

    railway infrastructure.

    InvestmentInvestmentInvestmentInvestment to buildto buildto buildto build,,,, install and renew the railway infrastructure, which includes, in particular, the

    respective study, planning and development, an activity carried out on behalf of the state (theassets are part of the public railway domain).

    Other ActivitiesOther ActivitiesOther ActivitiesOther Activities such as building, installing and managing interfaces with the services of other

    transport modes and using spaces to enhance its assets.

    The Strategic Guidelines for the Rail Sector (OESF), presented by the government in October 2006

    and part of the general transport policy, stipulate a set of Strategic Objectives for the sector and

    comprise the framework for developing REFERs activities.

    The following table illustrates the strategic goals for 2009 as defined by REFER according to the

    Activities / Budgets Plan:

    Outlook analysisOutlook analysisOutlook analysisOutlook analysis Strategic ObjectivesStrategic ObjectivesStrategic ObjectivesStrategic Objectives

    1. Ensure economic-financial sustainability

    2. Reduce costs of rendered services

    3. Increase contribution by non-operation activities

    4. Increase asset utilisation levels

    5. Improve the network's service levels6. Improve and modernise the network infrastructure

    7. Improve services rendered to end clients

    8. Ensure high safety levels

    9. Promote environmental sustainability / social responsibility

    10. Improve image and recognition

    11. Increase the organisation's productivity

    12.Optimise the management and control of investments / contracts

    Organisational LearningOrganisational LearningOrganisational LearningOrganisational Learning 13. Strengthen technical and management expertise

    FinancialFinancialFinancialFinancial

    ClientClientClientClient

    Internal / ProcessesInternal / ProcessesInternal / ProcessesInternal / Processes

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    As for compliance with the goals set forth in 2008, we highlight that, of the total investment planned

    for 2008, of 522,875,068522,875,068522,875,068522,875,068 euroseuroseuroseuros, only 398,063,398,063,398,063,398,063,870870870870 euros were invested, for a 76%76%76%76% realisation raterealisation raterealisation raterealisation rate.

    The difference, of ----124,811,197 euros124,811,197 euros124,811,197 euros124,811,197 euros compared with the approved budget, was caused essentially

    by delays/reformulations of various projects.The main works completed during 2008 are highlighted below:

    Rehabilitation of the Rossio Tunnel: Start-up of train traffic on 16 April 2008;

    Branch Line to the National Ironworks: Inaugurated on 18 March 2008;

    Porto OCC: Operation start-up on 18 April 2008;

    Lisbon OCC: Full operation start-up on 27 April 2008;

    Sub-section 3.3 Ovar / Gaia New Station of Espinho: Inaugurated on 4 May 2008;

    Sub-section 1.2 Alverca / Vila Franca de Xira Riverside Tour.

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    GGGGOVERNINGOVERNINGOVERNINGOVERNING BBBBODIESODIESODIESODIES

    According to its statutes (Decree-Law 104/97 of April 29), the governing bodies of REFER E.P. include

    a Board of Directors and an Audit Committee. Decree-Law 141/2008, of July 22, has transformed

    REFER into a public corporate entity and thereby altered the structure of its governing bodies. The

    competences of the former Audit Committee are now shared by two new governing bodies: the

    Supervisory Board and Chartered Accountant. Until 31 December 2008, the members of the

    Supervisory Board and the Chartered Accountant had not been appointed yet, such that the Audit

    Committee remained in office.

    BBBBOARD OFOARD OFOARD OFOARD OF DDDDIRECTORSIRECTORSIRECTORSIRECTORS (DECREE-LAW104/97 OFAPRIL 29).

    The Board of Directors generally performs all acts necessary to manage and develop the company

    and to manage its assets without loss to the powers of the respective supervising ministries" (Decree-

    Law 104/97 of April 29).

    CCCCHAIRMAN OF THEHAIRMAN OF THEHAIRMAN OF THEHAIRMAN OF THE BBBBOARD OFOARD OFOARD OFOARD OF DDDDIRECTORSIRECTORSIRECTORSIRECTORS

    LUS FILIPE MELO E SOUSAPARDAL

    VVVVICEICEICEICE----CCCCHAIRMAN OF THEHAIRMAN OF THEHAIRMAN OF THEHAIRMAN OF THE BBBBOARD OFOARD OFOARD OFOARD OF DDDDIRECTORSIRECTORSIRECTORSIRECTORS

    ALFREDOVICENTE PEREIRA

    BBBBOARD MEMBEROARD MEMBEROARD MEMBEROARD MEMBER

    ROMEU COSTAREIS

    BBBBOARDOARDOARDOARD MMMMEMBEREMBEREMBEREMBER

    ALBERTO JOS ENGENHEIRO CASTANHO RIBEIRO

    BBBBOARDOARDOARDOARD MMMMEMBEREMBEREMBEREMBER

    CARLOSALBERTO JOO FERNANDES

    Engineering and Construction Human Resources Organizational Development General Secretariat Quality Environment Property Assets Corporate Relations

    Economy and Finance Plan and Control Strategic Planning Provisions and Logistics

    Legal land Litigations International Relations Auditing Communication and Image EU Funds

    Infrastructure Operation Safety/Security Stations Management

    Information Systems and Technology Tariffs and Infrastructure Access Liaison with the Fertagus Concession

    Contract

    Contracts with the State

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    AAAAUDITUDITUDITUDIT BBBBODIESODIESODIESODIES (DECREE-LAW141/2008 OF JULY22)

    The audit bodies are responsible for monitoring the companys legality, regularity and good financial

    and asset management.

    Audit BodyAudit BodyAudit BodyAudit Body

    The Supervisory Board, without loss to other duties which it is legally assigned, must:

    a) Audit management and compliance with regulatory standards applicable to thecompanys activities to, in particular, fulfil the objectives stipulated in the annual budgets;b) Issue opinions about documents which render the companys accounts, in particular

    results, the operating statement and other documents to be submitted annually by the

    Board of Directors, as well as the annual report of the said board;

    c) Issue an opinion about any issue of interest to the company and which is submitted by the

    Board of Directors for assessment;

    d) Inform the competent bodies about any detected company management irregularities;

    e) Issue an opinion on the legality and convenience of the acts by the Board of Directors in

    cases where the law requires its approval or agreement.

    PositionPositionPositionPosition Governing BodiesGoverning BodiesGoverning BodiesGoverning Bodies ElectionElectionElectionElection MandateMandateMandateMandate

    Chairman of the BoardChairman of the BoardChairman of the BoardChairman of the Board Lus Filipe Melo e Sousa Pardal69/2005 of November

    241st

    2005/2008

    Vice-Chairman of the BoardVice-Chairman of the BoardVice-Chairman of the BoardVice-Chairman of the Board Alfredo Vicente Pereira69/2005 of November

    241st

    2005/2008

    Board MemberBoard MemberBoard MemberBoard Member Romeu Costa Reis69/2005 of November

    241st

    2005/2008

    Board MemberBoard MemberBoard MemberBoard Member Alberto Jos Engenheiro Castanho Ribeiro69/2005 of November

    241

    2005/2008

    Board MemberBoard MemberBoard MemberBoard Member Carlos Alberto Joo Fernandes69/2005 of November

    241st

    2005/2008

    Chairman of the Board of DirectorsChairman of the Board of DirectorsChairman of the Board of DirectorsChairman of the Board of Directors Lus Filipe Melo e Sousa PardalDecision 4/2009of January 21

    2nd2009/2011

    Vice-Chairman of the Board of DirectorsVice-Chairman of the Board of DirectorsVice-Chairman of the Board of DirectorsVice-Chairman of the Board of Directors Alfredo Vicente PereiraDecision 4/2009of January 21

    2nd2009/2011

    Board MemberBoard MemberBoard MemberBoard Member Romeu Costa ReisDecision 4/2009of January 21

    2nd2009/2011

    Board MemberBoard MemberBoard MemberBoard Member Alberto Jos Engenheiro Castanho RibeiroDecision 4/2009of January 21

    2nd2009/2011

    Board MemberBoard MemberBoard MemberBoard Member Carlos Alberto Joo FernandesDecision 4/2009

    of January 212nd

    2009/2011

    Board of DirectorsBoard of DirectorsBoard of DirectorsBoard of Directors

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    Chartered AccountantChartered AccountantChartered AccountantChartered Accountant

    The Chartered Accountant shall perform all examinations and checks necessary for the review

    and legal certification of accounts, as well as perform the following duties:

    a) Check the regularity of the books, accounting records and the underlying documents;

    b) When deemed convenient and through the means thought suitable, check cash amounts

    and the existence of any types of goods or values belonging to the company or received

    by it as a guarantee, deposit or other purpose;

    c) Check the exactitude of the documents rendering the accounts;

    d) Check whether the accounting policies and valuation criteria applied by the company

    lead to a correct evaluation of the assets and results.

    Quarterly, the Supervisory Board and the Chartered Accountant must send to the ministers in charge

    of finance and transports a brief report outlining the implemented control measures and any

    detected anomalies, as well as budget deviations and respective causes."

    Audit CommitteeAudit CommitteeAudit CommitteeAudit Committee

    AuditingAuditingAuditingAuditing

    Assistance is provided to the Audit Committee according to the 2008 contract for Rendering

    External Auditing Services to the REFER Group:

    EEEEXTERNALXTERNALXTERNALXTERNALAAAAUDITINGUDITINGUDITINGUDITING

    PRICEWATERHOUSECOOPERS &ASSOCIADOS SOCIEDADE REVISORES OFICIAIS DE CONTAS,LDA.

    PositionPositionPositionPosition Governing BodiesGoverning BodiesGoverning BodiesGoverning Bodies ElectionElectionElectionElection

    Barbas, Martins, Mendona & Associados,SROC,

    Representada by Issuf Ahmad

    MemberMemberMemberMember Hilrio Manuel Marcelino Teixeira DC 641/2005

    Mandate suspendedMandate suspendedMandate suspendedMandate suspended Jos Manuel Alves Portela

    Audit CommitteeAudit CommitteeAudit CommitteeAudit Committee

    President (ROC (chartered accountant)President (ROC (chartered accountant)President (ROC (chartered accountant)President (ROC (chartered accountant)

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    RRRREMUNERATIONEMUNERATIONEMUNERATIONEMUNERATION TOTOTOTO MMMMEMBERS OFEMBERS OFEMBERS OFEMBERS OF GGGGOVERNINGOVERNINGOVERNINGOVERNING BBBBODIESODIESODIESODIES

    The following remuneration statute was issued for the governing bodies of REFER E.P.E.:

    1.1.1.1.BBBBOARD OFOARD OFOARD OFOARD OF DDDDIRECTORSIRECTORSIRECTORSIRECTORS

    Executive Directors

    President:President:President:President:

    - Remuneration of 4,752.55 euros, 14 times per year;

    - Representation expenses BD 1,663.39 12 x year

    - Accumulation of Duties 843.65 14 x year

    ViceViceViceVice----PresidentPresidentPresidentPresident

    - Remuneration of 4,496.64 euros, 14 times per year;

    - Representation expenses BD 1,348.99 12 x year

    - Accumulation of Duties 843.65 14 x year

    Board MembersBoard MembersBoard MembersBoard Members

    - Remuneration of 4,204.18 euros, 14 times per year.

    - Representation expenses BD 1,261.25 12 x year

    - Accumulation of Duties 843.65 14 x year

    2.2.2.2.AAAAUDITUDITUDITUDIT CCCCOMMITTEEOMMITTEEOMMITTEEOMMITTEE

    Member of the Audit CommitteeMember of the Audit CommitteeMember of the Audit CommitteeMember of the Audit Committee

    Hilrio Manuel Marcelino TeixeiraHilrio Manuel Marcelino TeixeiraHilrio Manuel Marcelino TeixeiraHilrio Manuel Marcelino Teixeira

    - Remuneration for being on the Audit Committee 950.51 12 x year

    The remunerations statute for the second mandate has not been determined yet.

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    The governing body members were remunerated as follows:

    According to article 4 of Decree-Law 141/2008, of July 22, REFER, E.P.E. shall be audited by a

    Supervisory Board and by a Chartered Accountant. However, since the members of the audit body

    were not appointed by a joint order until the end of 2008, the members of the audit committeeremained in office.

    euros

    BOARD OF DIRECTORS -BOARD OF DIRECTORS -BOARD OF DIRECTORS -BOARD OF DIRECTORS -Remunerations 2007Remunerations 2007Remunerations 2007Remunerations 2007

    Lus Filipe Melo eLus Filipe Melo eLus Filipe Melo eLus Filipe Melo e

    Sousa PardalSousa PardalSousa PardalSousa PardalAlfredo VicenteAlfredo VicenteAlfredo VicenteAlfredo Vicente

    PereiraPereiraPereiraPereiraRomeu CostaRomeu CostaRomeu CostaRomeu Costa

    ReisReisReisReis

    Alberto JosAlberto JosAlberto JosAlberto Jos

    EngenheiroEngenheiroEngenheiroEngenheiroCastanho RibeiroCastanho RibeiroCastanho RibeiroCastanho Ribeiro

    Carlos AlbertoCarlos AlbertoCarlos AlbertoCarlos Alberto

    Joo FernandesJoo FernandesJoo FernandesJoo Fernandes

    ChairmanChairmanChairmanChairman Vice-ChairmanVice-ChairmanVice-ChairmanVice-Chairman MemberMemberMemberMember MemberMemberMemberMember MemberMemberMemberMember

    1. Remuneration1. Remuneration1. Remuneration1. Remuneration

    1.1. Base remuneration 57.031 53.960 50.450 50.450 50.450

    1.2. Accumulated management positions 10.124 10.124 10.124 10.124 10.124

    1.3. Complementary remuneration

    1.4. Representation expenses 19.961 16.188 15.135 15.135 15.135

    1.5. Management bonuses (months)

    1.6. Others (identify in detail)

    Holiday subsidy 5.596 5.340 5.048 5.048 5.048

    Christmas subsidy 5.596 5.340 5.048 5.048 5.048

    2. Other fringe benefits and compensations2. Other fringe benefits and compensations2. Other fringe benefits and compensations2. Other fringe benefits and compensations

    2.1. Telephone expenses 499 463 170 843 1.777

    2.2. Value spend by the company to purchase acompany car

    18.263 14.260 10.953 14.063 11.346

    2.3. Value spend on company car fuel 4.627 3.215 2.943 4.903 2.315

    2.4. Travel subsidy 406 731 244 487

    2.5. Meal subsidy

    2.6. Others (identify in detail)

    3. Costs incurred on social benefits3. Costs incurred on social benefits3. Costs incurred on social benefits3. Costs incurred on social benefits

    3.1. Mandatory social security 18.607 17.756 4.617 16.784 2.528

    3.2. Complementary retirement plans

    3.3. Health insurance 241 241 241 241 241

    3.4. Life insurance 7 7 7 7 7

    3.5. Others (identify in detail)

    4. Additional Information4. Additional Information4. Additional Information4. Additional Information

    4.1.Option for salary of origin (y/n) n n n n n

    4.2. Social Security regime Normal Regime Normal RegimeCivil Service

    Pension FundNormal Regime

    Civil ServicePension Fund

    4.3. Compliance with no. 7 of RCM 155/2005

    4.4. Year vehicle was acquired by the company AOV 2006 AOV 2007 AOV 2008 AOV 2007 AOV 2007

    4.5. Exercise of option to acquire vehicle

    4.6. Usufruct of company home n n n n n

    4.7. Holds remunerated position outside the group

    4.8. Others (identify in detail)

    (euros)

    AUDIT COMMITTEE - AUDIT COMMITTEE - AUDIT COMMITTEE - AUDIT COMMITTEE -2008200820082008

    Hilrio Manuel MarcelinoHilrio Manuel MarcelinoHilrio Manuel MarcelinoHilrio Manuel MarcelinoTeixeiraTeixeiraTeixeiraTeixeira

    Salgueiro, Castanheira eSalgueiro, Castanheira eSalgueiro, Castanheira eSalgueiro, Castanheira eAssociados, SROCAssociados, SROCAssociados, SROCAssociados, SROC

    (1st Quarter)

    Barbas, Martins, Mendona &Barbas, Martins, Mendona &Barbas, Martins, Mendona &Barbas, Martins, Mendona &Associados, SROC, LdaAssociados, SROC, LdaAssociados, SROC, LdaAssociados, SROC, Lda

    (As of the 2nd Quarter)

    RemunerationRemunerationRemunerationRemuneration

    Base remuneration 11.406

    Expenses on social benefitsExpenses on social benefitsExpenses on social benefitsExpenses on social benefits

    Mandatory social security 2.709

    Social Security RegimeSocial Security RegimeSocial Security RegimeSocial Security Regime Normal Regime

    Fees 10.812 57.270

    TOTALTOTALTOTALTOTAL 14.11514.11514.11514.115 10.81210.81210.81210.812 57.27057.27057.27057.270

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    IIIINTERNAL ANDNTERNAL ANDNTERNAL ANDNTERNAL AND EEEEXTERNALXTERNALXTERNALXTERNAL RRRRULES ANDULES ANDULES ANDULES AND RRRREGULATIONSEGULATIONSEGULATIONSEGULATIONS

    This chapter will list the external and internal regulations to which REFER is subject:

    Legal Code for the Land Transport System, Law 10/90 of March 17,Legal Code for the Land Transport System, Law 10/90 of March 17,Legal Code for the Land Transport System, Law 10/90 of March 17,Legal Code for the Land Transport System, Law 10/90 of March 17, the land transport systemincludes the infrastructures and production means assigned to land travel by persons and freight

    within the Portuguese territory or when the trip ends or has part of its route within the said territory

    and is governed by this law, its underlying decree-laws and regulations.

    DecreeDecreeDecreeDecree----Law 104/97Law 104/97Law 104/97Law 104/97, which created REFER, E.P., was published on 29 April 199729 April 199729 April 199729 April 1997.

    REFER, whose share capital is 100% held by the state, is governed jointly by the Ministry of

    Finance and the Ministry of Public Works, Transport and Communications. REFER carries out

    activities to fulfil its goals, according to the principles of modernisation and effectiveness, to

    regularly and continuously render a public service of managing the national railway network

    infrastructures. According to what was established, REFERREFERREFERREFER:

    may carry out all necessary or convenient management acts to fulfil its objectives;

    maintains the rights and assumes the responsibilities assigned to the state by the applicable

    legal provisions and regulations covering the Public Railway Domain.

    DecreeDecreeDecreeDecree----Law 299Law 299Law 299Law 299----B/98B/98B/98B/98 published on 29 September 1998, created InstitutoInstitutoInstitutoInstituto

    Nacional do Transporte FerrovirioNacional do Transporte FerrovirioNacional do Transporte FerrovirioNacional do Transporte Ferrovirio (INTF) (National Railway Transport

    Institute) which regulates and inspects the railway sector, supervises

    activities and intervenes in public service concessions.

    DecreeDecreeDecreeDecree----Law 568/99, of December 23Law 568/99, of December 23Law 568/99, of December 23Law 568/99, of December 23, revises regulations applicable to level crossings, approved

    by Decree-Law 156/81, of June 9, and establishes the obligation to prepare multi-year plans to

    eliminate level crossings. It was amended by DecreeDecreeDecreeDecree----Law 24/2005, of JanuLaw 24/2005, of JanuLaw 24/2005, of JanuLaw 24/2005, of January 26ary 26ary 26ary 26.

    For contracting purposes, REFER is subject to Decree-Law 223/01, in the specific case of works

    contracts, and everything not regulated therein is covered by Decree-Law 59/99.

    DecreeDecreeDecreeDecree----Law 93/2000Law 93/2000Law 93/2000Law 93/2000, of May 23, establishes the conditions to be met in the national territory to

    obtain interoperability of the trans-European high speed railway system (transposes Council

    Directive 96/48/CE, of 23 July 1996). It was altered by Decree-Law 152/2003, of July 11, which

    rectifies omissions detected in the transposition of Council Directive 96/48/CE, of July 23, carried

    out by Decree-Law 93/2000, of May 23.

    DecreeDecreeDecreeDecree----Law 270/2003,Law 270/2003,Law 270/2003,Law 270/2003, of October 28, was published in October 2003in October 2003in October 2003in October 2003 and transposed to

    national law Directives 2001/12/CE, 2001/13/CE and 2001/14/CE, normally called 1st Railway

    Package to open the railway transport market to participation by private companies, thus

    guaranteeing a number of criteria regarding technical, financial and safety capacity (altered by

    Decree-Law 146/2004, of June 17).

    DecreeDecreeDecreeDecree----Law 276/2003,Law 276/2003,Law 276/2003,Law 276/2003, of November 4of November 4of November 4of November 4, establishes the new legal policy applicable to assets of

    the public railway domain, including rules on the respective utilisation, disfranchising, exchange

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    and the rules applicabl

    with those assets, legislati

    Consequent to what wa

    year, the first edition of

    essential information formanaged by REFER and

    DecreeDecreeDecreeDecree----Law 24/2005, ofLaw 24/2005, ofLaw 24/2005, ofLaw 24/2005, of

    Law 568/99, of Decemb

    In March 2005, INTF publ

    rendered to operators by

    DecreeDecreeDecreeDecree----Law 156/2005Law 156/2005Law 156/2005Law 156/2005,

    providers that are in cont

    As an issuer of securities,

    and in the Securities anSecurities anSecurities anSecurities an

    reference to the applica

    Decree-Law 200/2006

    TransportTransportTransportTransport, merging vario

    Transport InstituteTransport InstituteTransport InstituteTransport Institute.

    CouncilCouncilCouncilCouncil of Ministers Resof Ministers Resoof Ministers Resof Ministers Reso

    corporate sector compa

    DecreeDecreeDecreeDecree----Law 18/2008, oLaw 18/2008, oLaw 18/2008, oLaw 18/2008, o

    contractscontractscontractscontracts, thereby defini

    made to contract an ent

    REFERs statutes were alt

    which came into force

    National Railway Network

    new legal system of th

    Nacional, REFER, E. P., w

    Rede Ferroviria NacionRede Ferroviria NacionRede Ferroviria NacionRede Ferroviria Nacion

    E.P.E.

    to relations of bordering proprietors and of th

    e authorisation given by Law 51/2003, of Augus

    stipulated in this legal statute, REFERREFERREFERREFER prepare

    he Network DirectoryNetwork DirectoryNetwork DirectoryNetwork Directory which provides railway tr

    their access to and utilisation of the nationopen to railway transport.

    January 26January 26January 26January 26, alters the Level Crossing Regulatio

    r 23.

    ished Regulation 21/2005Regulation 21/2005Regulation 21/2005Regulation 21/2005 covering the user fee

    the infrastructure manager.

    f September 15, establishes the obligation fo

    act with the general public to maintain a compl

    REFER must publish all the information stipulate

    d Exchange Commissiond Exchange Commissiond Exchange Commissiond Exchange Commission (CMVM) Regulations(CMVM) Regulations(CMVM) Regulations(CMVM) Regulations

    ion of the IFRS.

    reated IMTT - Institute of Mobility and LandInstitute of Mobility and LandInstitute of Mobility and LandInstitute of Mobility and Land

    s entities, including the INTF - National RailwaNational RailwayNational RailwaNational Railway

    lution 49/2007lution 49/2007lution 49/2007lution 49/2007 defined the Good Governance

    nies.

    f January 29January 29f January 29January 29, regulates the drafting and imdrafting and imdrafting and imdrafting and im

    g all consequent procedures, from the mom

    ity until the contract award and the contract ex

    red through the publication of DecreeDecreeDecreeDecree----Law 14Law 14Law 14Law 14

    on 23 July 2008. This Decree-Law alters the s

    , REFER, E.P., and the respective statuses, in ord

    state's corporate sector. Therefore, Rede Fe

    s transformed into a public corporate entity no

    l,l,l,l, REFERREFERREFERREFER, E. P. E., E. P. E., E. P. E., E. P. E.

    18

    08080808

    e population in general

    t 22.

    d and publishedpublishedpublishedpublished, in this

    nsport companies with

    al railway infrastructure

    s approved by Decree-

    s applicable to services

    all goods and service

    aints book.

    d in the Securities CodeSecurities CodeSecurities CodeSecurities Code

    4/2004, of 11/20054/2004, of 11/20054/2004, of 11/20054/2004, of 11/2005, in

    principles for the state's

    plementation of publiclementation of publicplementation of publiclementation of public

    nt when the decision is

    cution.

    1/2008, of July 221/2008, of July 221/2008, of July 221/2008, of July 22, and

    tatute that created the

    er to adapt them to the

    rroviria

    called

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    IIIINFORMATION ONNFORMATION ONNFORMATION ONNFORMATION ON RRRRELEVANTELEVANTELEVANTELEVANT TTTTRANSACTIONS WITHRANSACTIONS WITHRANSACTIONS WITHRANSACTIONS WITH RRRRELATEDELATEDELATEDELATED EEEENTITIESNTITIESNTITIESNTITIES

    The following table illustrates the most relevant revenue by REFER E.PE.P. with companies within its

    group during 2008:

    (Euros)CompanyCompanyCompanyCompany Contract / IncomeContract / IncomeContract / IncomeContract / Income AmountAmountAmountAmount

    Assigning of workers 1.339.314,00Other services rendered 129.009,24

    1.468.323,241.468.323,241.468.323,241.468.323,24

    Advertising 690.943,51Concession of commercial areas 1.619.229,80Other services rendered 47.265,60

    2.357.438,912.357.438,912.357.438,912.357.438,91

    Concessions 1.187.539,20

    Other services rendered 711.479,161.899.018,361.899.018,361.899.018,361.899.018,36

    INVESFER Promoo e Comercializaode Terrenos e Edifcios, S.A.

    Rental of spaces 55.892,03

    55.892,0355.892,0355.892,0355.892,03

    Ferbritas, Empreendimentos Industriais eComerciais S.A.

    Other services rendered 74.219,22

    74.219,2274.219,2274.219,2274.219,22

    CPCOM Explorao de EspaosComerciais da CP, SA

    RAVE - Rede de Alta Velocidade, S.A.

    REFER TELECOM Servios de

    Telecomunicaes, S.A.

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    IIIINFORMATIONNFORMATIONNFORMATIONNFORMATIONAAAABOUTBOUTBOUTBOUT OOOOTHERTHERTHERTHER TTTTRANSACTIONSRANSACTIONSRANSACTIONSRANSACTIONS

    For public contracting purposes, and in the specific case of works contracts, REFER E.P.E. was subject

    to Decree-Law 223/01 until 30 July 2008. Anything not regulated therein is covered by Decree-Law

    59/99.As of 30 July 2008, the company will be covered by the new Public Contracts Code (PCC) approved

    by Decree-Law 18/2008, of January 29. By regulating public contracting matters, the PCC transposes

    E.U. directives 2004/17 and 2004/18 (both of the European Parliament and of the Council, of 31

    March 2004), defining the rules that, until now, were dispersed among the following statutes:

    a) Decree-Law 59/99, of March 2 (public works contracts);

    b) Decree-Law 197/99, of June 8 (acquisitions of goods and services);

    c) Decree-Law 223/2001, of August 9 (works contract and acquisitions for special sectors);

    d) Various other statutes and miscellaneous precepts applicable to public contracting.

    In 2007, REFER implemented internal contracting procedures centralised in the Contracting,

    Procurement and Logistics Department applicable to all contractual procedures for works contracts

    or rendering of services to be carried out through a contractual process or direct agreement, whose

    estimated value is equal to or greater than 125,000.

    Li nha de SintraLi nha de SintraLi nha de SintraLi nha de Sintra

    CC O PortoCC O PortoCC O PortoCC O Porto

    CC O PortoCC O PortoCC O PortoCC O Porto

    CC O LisboaCC O LisboaCC O LisboaCC O Lisboa

    Viana do CasteloViana do CasteloViana do CasteloViana do Castelo

    Ligao Ferroviria ao Porto deL igao Ferroviria ao Porto deLigao Ferroviria ao Porto deL igao Ferroviria ao Porto deAveiroAveiroAveiroAveiro

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    The following table lists the suppliers whose invoices were greater than 1 million euros, and which

    represent 90% of total invoicing:

    An annex includes the contracts signed in 2008 and whose value exceeded 125,000.

    Annexes:

    Annex IAnnex IAnnex IAnnex I Contracts that were not signed through a public tender (Direct Award)

    Annex IIAnnex IIAnnex IIAnnex II Works contracts whose value exceeded 125,000

    Annex IIIAnnex IIIAnnex IIIAnnex III Rendered Services of a value exceeding 125,000

    Annex IVAnnex IVAnnex IVAnnex IV Supplies exceeding 125,000

    (Euros) (Euros)

    CompanyCompanyCompanyCompanyAmount Invoiced inAmount Invoiced inAmount Invoiced inAmount Invoiced in

    2008200820082008CompanyCompanyCompanyCompany

    Amount Invoiced inAmount Invoiced inAmount Invoiced inAmount Invoiced in2008200820082008

    OPWAY - Engenharia, SA 44.214.166 Expoland - Promoo Imob., S.A. 2.386.651

    Teixeira Duarte-Eng. Construes SA 39.812.551 Ferrovial Agroman SA 2.283.635

    INVESFER-Prom.Com.Terr.Edifcios SA 38.689.658 Monte Adriano - Eng Construo, SA 2.204.223

    THALES Security Solutions & 34.682.989 AVS-Corretor Seguros , SA 2.048.797

    Ferrovias e Construes, S.A. 28.883.973 Petrleos de Portugal-Petrogal-SA 1.934.787

    Dimetronic SA 26.014.395 EDP Distribuio Energia SA(Porto) 1.812.263

    Refer Telecom Serv Telecomunic SA 17.169.999 Iberlim-Sociedade Tcnica 1.641.442

    FERBRITAS-Empreend. Ind.Comrcio SA 16.086.774 TECNOVIA-Sociedade de Empreitadas 1.623.888

    SOMAGUE Engenharia SA 15.580.811 Thyssen Elevatec (Elev Tecnolog) SA 1.622.440

    Neopul - Soc Estudos Construes SA 11.919.780 EFACEC - S istemas de Electronica SA 1.521.096

    Fergrupo - Const Tecnicas Ferrov SA 11.093.586 EMEF -Emp Manutenc Equip Ferrov SA 1.519.469

    Obrecol - Obras e Construes SA 10.383.655 TECNASOL-FGE Fundaes Geotecnia SA 1.483.529

    Construtora Abrantina, Sa 8.265.729 Railtech International 1.367.460Futrifer-Indstrias Ferrovirias SA 7.663.457 Gapres - Gabinete Proj Eng Ser SA 1.312.043

    CP-Caminhos Ferro Portugueses, EP 7.563.482 Bombardier Transportation Portugal, 1.307.950

    Mota - Engil, Engenhar e Construo 7.012.234 GIL - Gare Intermodal de Lisboa SA 1.248.601

    EDP Distribuio Energia SA(Lisboa) 6.740.680 Nortejuvil-Sociedade de Construes 1.217.330

    Promorail - Tecnologias de 6.338.836 Geofer -Prod Com Bens Equipament SA 1.198.803

    BRISA Engenharia e Gesto, SA 4.821.967 GIBB Portugal Strategic Alliance 1.098.898

    Grupo 8-Vigilncia Prev Electr Lda 4.290.121 EFACEC Engenharia SA 1.094.100

    Socied.de Const. Soares da Costa SA 4.116.590 ArcelorMittal Espaa, S.A. 1.072.178

    Lena Engenharia e Construes, SA 3.877.368 Maranho - Soc de Construes Lda 1.066.572

    Satepor-Indstria de Travessas de 3.733.487 PDT - Proj. Telecomunicaes, SA 1.057.973

    Edifer-Const.Pires Coelho 3.654.324 Joo Mata Lda 1.046.668

    Consulgal-Consult Engenh Gesto, SA 2.634.411 TPF Planege - Consultores Eng 1.027.264

    Somafel - Eng.Obras Ferrovirias SA 2.517.760 RAILTECH PORSOL 1.003.670DHV, S.A. 2.441.769 Accenture, Consultores de Gesto, 1.002.479

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    AAAANALYSIS OF THE COMPANALYSIS OF THE COMPANALYSIS OF THE COMPANALYSIS OF THE COMPANYNYNYNYS SUSTAINABILITYS SUSTAINABILITYS SUSTAINABILITYS SUSTAINABILITY

    This chapter is included in the 2008 Sustainability Report of REFER, E.P.E.

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    EEEEVALUATION OF THEVALUATION OF THEVALUATION OF THEVALUATION OF THE LLLLEVEL OFEVEL OFEVEL OFEVEL OF CCCCOMPLIANCE WITH THEOMPLIANCE WITH THEOMPLIANCE WITH THEOMPLIANCE WITH THE PPPPRINCIPLES OFRINCIPLES OFRINCIPLES OFRINCIPLES OF GGGGOODOODOODOOD GGGGOVERNANCEOVERNANCEOVERNANCEOVERNANCE

    Company's mission, objectives and policiesCompany's mission, objectives and policiesCompany's mission, objectives and policiesCompany's mission, objectives and policies

    Indication of the mission and how it is carried out

    Indication of the objectives and their rate of fulfilment

    Internal and external regulations to which the company is subjectInternal and external regulations to which the company is subjectInternal and external regulations to which the company is subjectInternal and external regulations to which the company is subject

    Summary reference of the regulations in question, whilst presenting the most relevant and important aspects

    Information on relevant transactions with related entitiesInformation on relevant transactions with related entitiesInformation on relevant transactions with related entitiesInformation on relevant transactions with related entities

    Information about other transactionsInformation about other transactionsInformation about other transactionsInformation about other transactions

    Procedures applied to acquire goods and services

    Universe of transactions which did not take place under market conditions

    List of suppliers representing over 5% of external supplies and services (if this percentage exceeds 1 M)

    Indication of the governance model and identification of the members of governingIndication of the governance model and identification of the members of governingIndication of the governance model and identification of the members of governingIndication of the governance model and identification of the members of governingbodiesbodiesbodiesbodies

    Identify all members of the governing bodies, their respective duties and responsibilities at the company, andwhether any members of the Board of Directors belong to any specialised committees.

    Identify the independent auditor, if one exists.

    Remuneration of members of the governing bodiesRemuneration of members of the governing bodiesRemuneration of members of the governing bodiesRemuneration of members of the governing bodiesProvide detailed information according to the attached list

    Individually list all members of management bodies (executive and non-executive), of the audit body and of theMeeting Board (if applicable) who have carried out duties during the year, specifying the concrete period, if lessthan one year.

    Indicate the overall remunerations earned and other benefits and fringe benefits granted by the company

    Indicate annual amounts

    A company sustainability analysis covering economic, social and environmental aspectsA company sustainability analysis covering economic, social and environmental aspectsA company sustainability analysis covering economic, social and environmental aspectsA company sustainability analysis covering economic, social and environmental aspectsSustainability

    Report

    Evaluation of the level of compliance with the Principles of Good Governance, properlyEvaluation of the level of compliance with the Principles of Good Governance, properlyEvaluation of the level of compliance with the Principles of Good Governance, properlyEvaluation of the level of compliance with the Principles of Good Governance, properlyjustifiedjustifiedjustifiedjustified

    Presentation of the Code of EthicsPresentation of the Code of EthicsPresentation of the Code of EthicsPresentation of the Code of Ethics

    Reference to membership to a Code of Ethics

    Indication where it is available for consultation

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    EEEETHICS ANDTHICS ANDTHICS ANDTHICS AND CCCCONDUCTONDUCTONDUCTONDUCT CCCCODEODEODEODE

    During 2008, REFERs Ethics Committee performed its main activity which is to monitor and

    implement the Ethics and Conduct Code approved by the company in late 2006.

    The committee focussed essentially on disclosure measures and awareness raising actions which

    placed the many day-to-day work activities within a framework of principles and values fundamental

    for REFER and compliant with the conduct regulations in force.

    As such, the Ethics Committee decided to create a new means designed specifically to

    communicate with personnel about ethics. This new means, in addition to containing the Ethics and

    Conduct Code text, includes practical cases to foster thought about and emphasise solutions for

    situations potentially faced by personnel whilst performing their tasks.

    The Ethics Committee also continued to monitor specific requests which it was submitted, many of

    which for clarifications about the code's practical application, which means that the personnel use it

    as another work tool, thus having accepted its conduct principles and standards. All these factors help increase the culture of responsibility and integrity characteristic of REFERs

    actions, based on the ethical principles of rigour, transparency, honesty and impartiality in fulfilling

    the companys mission of providing the market with a competitive transport infrastructure whilst

    managing and developing an efficient, safe and environmentally friendly railway network.

    The Ethics and Conduct Code may be consulted atwww.refer.pt.

    Any person or entity may contact the Ethics Committee by e-mail at [email protected].

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    3.The European economy entered a recession in 2008, with a greater impact as of the last quarter,

    and which was intensified because of the deepening financial crisis that started in mid 2007.

    The economic slowdown and the forecast diminishing world growth and demand had a negative

    impact on the Euro Zone economy. In particular, foreign demand for exports fell and domestic

    activities (investment and consumption) decreased due to expectations of weakening demand and

    tighter financing conditions. Data from economic surveys and activity indicators for December and

    January confirmed this trend by forecasting negative growth in the last quarter of 2008 and during

    2009.

    The European Central Bank, in its meeting in January and for the fourth consecutive month, decided

    to reduce the minimum proposed rate applicable to refinancing operations by 50 basis points (down

    to 2.0 percent) and the rates applicable to the deposit facility and provision of liquidity to 1.0 and 3.0

    percent, respectively. This drop in the reference interest rate is in line with the lower inflation caused

    by a progressive economic slowdown in the wake of the increasingly more intense and widespread

    financial crisis and plunging oil prices in the last quarter. The moderately higher currency and lending

    rates also contributed to decreasing the inflationary pressure and risks.

    In the money market, the Euribor interest rates rose sharply, particularly during the second quarter.

    These rising interest rates resulted from intensifying liquidity problems felt across the worlds financial

    system triggered by banks successive announcements of asset losses which generally undermined

    confidence in the financial market. However, measures implemented by the main central banks

    (decreasing the respective key interest rates and liquidity injections) and direct intervention by states

    in their respective banking system helped to invert this trend as of the last quarter of 2008.

    On the other hand, the euros effective nominal exchange rate rose against the main international

    currencies, in particular against the sterling, the swiss franc and the dollar, although it depreciated

    against the yen. The strengthening euro made Europe less competitive than other countries outside

    the euro zone.

    The Harmonised Index of Consumer Prices (HICP), on an annual average, increased from 2.1% in

    2007 to 3.3% in 2008 and dropped significantly starting in July. Most items comprising the HICP

    increased more than in 2007, with emphasis on higher priced energy sources and food staples until

    the first half of the year. Excluding these two items, the average annual change in the HICP in 2008

    rose 1.8% compared with 1.9% in 2007.

    PORTUGUESEPORTUGUESEPORTUGUESEPORTUGUESEECONOMYECONOMYECONOMYECONOMY

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    In keeping with the abovementioned context, Portugals economic growth stagnated. In 2008, Gross

    Domestic Product (GDP) growth was null compared with the 1.9% growth in 2007. This stagnation was

    marked by the interaction between the international financial crisis and the world economic

    slowdown, in a scenario where an enduring number of structural weaknesses continued to hamper

    Portugals economic growth.

    The inflation rate, according to the average annual change in the Harmonised Index of Consumer

    Prices (HICP), increased from 2.4% in 2007 to 2.7% in 2008. Despite this increase, inflation fell in the

    fourth quarter, in particular the significant fall in energy prices, non-energy industrial goods and food

    goods.

    As for Portugal's needs to finance its economy, determined by the combined deficit of the current

    and capital balances in percentage of GDP, the Bank of Portugals current forecast indicates that

    these balances rose from 8.2 percent of GDP in 2007 to about 9.0% of GDP in 2008. This

    deteriorating situation mainly reflects the sharp rise in the trade balance deficit of goods and

    services. The deficit stemmed from skyrocketing oil prices and an abrupt drop in exports in contrast to

    imports which continued to increase.

    REFERREFERREFERREFER

    In 2008, REFER operated within a context of slowing economic growth.

    Due to the state budget cuts, compensations paid to REFER for rendering a public service were not

    sufficient to meet its needs. On the other hand, in the last quarter, it became more difficult to obtain

    bank loans which also became more expensive for the company, clearly resulting from the banking

    systems liquidity problems.

    MACROECONOMIC SCENARIO 2008MACROECONOMIC SCENARIO 2008MACROECONOMIC SCENARIO 2008MACROECONOMIC SCENARIO 2008 Growth rate, in %Growth rate, in %Growth rate, in %Growth rate, in %

    Private consumption ** 1,4

    Public consumption * 0,2

    GFCF ** -4,0

    Domestic demand * 1,0

    Exports ** 0,6

    Imports ** 6,6

    GDP ** 0,0

    Current Balance + Capital Balance (% GDP)Current Balance + Capital Balance (% GDP)Current Balance + Capital Balance (% GDP)Current Balance + Capital Balance (% GDP) **** -9,0-9,0-9,0-9,0

    Harmonised Index of Consumer PricesHarmonised Index of Consumer PricesHarmonised Index of Consumer PricesHarmonised Index of Consumer Prices 2,72,72,72,7

    Source: Bank of Portugal / INE (National Statistics Institute)

    * Forecast indicator released by the Bank of Portugal

    ** -According to statistical data presented by INE

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    OUTLOOKOUTLOOKOUTLOOKOUTLOOK

    The Bank of Portugal is forecasting a negative economic growth of -0.8% for Portugal in 2009. This

    negative growth is essentially caused by the deepening international recession which is expected to,

    on one hand, directly affect growth of exports and, on the other hand, imply delaying decisions on

    consumption and investment by national economic players.

    Lastly, note that private investment and consumption of durable goods will continue to be affected

    by increasing spreads applicable to the reference interest rate for bank operations (although the

    reference rate is expected to fall) and due to the greater difficulty in obtaining bank loans. These

    restrictions arise from the supervision entitys imposition that banks maintain minimum solvency rates,

    from the need for greater control over risk in operations and from yield targets by banks shareholders,

    within a context of tense international financial markets which is still far from being attenuated.

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    4.REFER renders a public service by managing the overall National Railway Network infrastructure and istherefore responsible for carrying out activities to meet its goals according to the principles of

    modernisation and effectiveness by operating essentially in two business areas:

    Infrastructure ManagementInfrastructure ManagementInfrastructure ManagementInfrastructure Management includes managing the railway infrastructures capacity,

    conservation and maintenance and managing the respective circulation command and

    control systems, including signalling, regulation and promptness in order to ensure the

    indispensable safety and quality conditions of a public railway transport system.

    InvestmentInvestmentInvestmentInvestment consists of building, installing and renewing the infrastructure, an activity carried out

    on behalf of the state (the assets are part of the public railway domain).

    The income and costs arising from the various missions/activities are shown below:

    The service-rendering income is assigned to the activities responsible for their execution or

    management. Therefore, the operation activities include revenue from services rendered to railway

    operators, in particular manoeuvres for rolling stock.

    The user fee value, also accounted as a rendered service, is broken down into Operation and

    Conservation, similar to the Compensatory Indemnities included in Other Income.

    Supplementary income, included in the item Other Income, of Operation Activities, consisted of

    selling traction energy. This items other elements stem from other complementary activities.

    (10^6 euros)

    ConservationConservationConservationConservat ion OperationOperationOperationOperation TotalTotalTotalTotal

    Sales 0,00 0,00 0,00 0,00 0,00

    User fee 33,01 27,59 60,60 0,00 60,60

    Other rendered services 0,00 11,03 11,03 0,00 11,03

    Production variation 0,00 0,00

    Other revenue 18,31 15,30 33,61 15,82 49,43Operating IncomeOperating IncomeOperating IncomeOperating Income 51,3251,3251,3251,32 53,9253,9253,9253,92 105,24105,24105,24105,24 15,8215,8215,8215,82 121,06121,06121,06121,06

    Cost of sales 5,20 0,32 5,51 0,37 5,89

    Subcontracts 52,26 20,35 72,62 1,18 73,79

    Other external supplies and services 6,92 17,56 24,48 4,48 28,96

    Personnel costs 30,80 54,89 85,69 6,36 92,05

    Depreciation and amortization in the year 2,03 1,08 3,11 0,34 3,45

    Provisions for other risks and expenses 0,00 0,00 0,00 -0,48 -0,48

    Adjustments to inventories and receivables 0,00 0,00 0,00 -0,14 -0,14

    Other expenses 3,76 4,59 8,35 3,72 12,07

    Operating CostsOperating CostsOperating CostsOperating Costs 100,96100,96100,96100,96 98,7998,7998,7998,79 199,75199,75199,75199,75 15,8415,8415,8415,84 215,59215,59215,59215,59

    Operating ResultOperating ResultOperating ResultOperating Result -49,64-49,64-49,64-49,64 -44,87-44,87-44,87-44,87 -94,51-94,51-94,51-94,51 -0,02-0,02-0,02-0,02 -94,53-94,53-94,53-94,53

    TotalTotalTotalTotalCompanyCompanyCompanyCompany

    PROFIT AND LOSS ACCOUNT PER ACTIVITY 2008PROFIT AND LOSS ACCOUNT PER ACTIVITY 2008PROFIT AND LOSS ACCOUNT PER ACTIVITY 2008PROFIT AND LOSS ACCOUNT PER ACTIVITY 2008

    Infrastructure ManagementInfrastructure ManagementInfrastructure ManagementInfrastructure Management OtherOtherOtherOtherComplementaryComplementaryComplementaryComplementary

    ActivitiesActivitiesActivitiesActivities

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    Operating costs are distributed among REFERs Missions and Activities by associating the amounts to

    the real activities, in particular in Infrastructure Management. This is the case of infrastructure

    maintenance costs (particularly subcontracted maintenance), expenses on stations,

    telecommunications, emergency train, capacity management and traction energy. There are other

    amounts which are distributed through the distribution keys and which reveal how the companysindividual organisational units allocate resources to their respective operation tasks.

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    4.1.INFRASTRUCTURE MANAGEMENT

    CCCCHARACTERISATION OF THARACTERISATION OF THARACTERISATION OF THARACTERISATION OF THEHEHEHE RRRRAILWAYAILWAYAILWAYAILWAYNNNNETWORKETWORKETWORKETWORK

    In 2008, the national railway network had a total track length of 3,618 km, of which 2,842 km are

    currently open to train traffic. This length includes 4 km operated by Metro de Mirandela. The network

    increased by 4 km compared with 2007, after having included the Branch Line to the National

    Ironworks and the Fundo Terminal. On the other hand, the electrified network increased 24 km due

    to the electrification of the Barreiro Pinhal Novo section, the Lourial Branch Line and the National

    Ironworks Branch Line.

    Therefore, the 2008 national railway network is described as follows:

    Electrified lines totalled 1,460 km of the national railway network, for 51% of the total network with

    traffic.

    During 2008, 24 km of railway network was electrified. Therefore, since 1998 REFER has electrified 587

    km of the railway network.

    Without TrainWithout TrainWithout TrainWithout TrainTrafficTrafficTrafficTraffic National RailwayNational RailwayNational RailwayNational RailwayNetworkNetworkNetworkNetwork

    25.000V25.000V25.000V25.000V 1.500V 1.500V1.500V1.500V Sub-TotalSub-TotalSub-TotalSub-Total

    Wide trackWide trackWide trackWide track 1.4351.4351.4351.435 25252525 1.4601.4601.4601.460 1.1901.1901.1901.190 2.6502.6502.6502.650 327327327327 2.9772.9772.9772.977

    Single track 853 0 853 1.190 2.043 327 2.043

    Double track 539 25 564 0 564 0 564

    Multiple track 43 0 43 0 43 0 43

    Narrow trackNarrow trackNarrow trackNarrow track 0000 0000 0000 192192192192 192192192192 449449449449 641641641641

    Single track 0 0 0 192 192 449 641

    TOTALTOTALTOTALTOTAL 1.4351.4351.4351.435 25252525 1.4601.4601.4601.460 1.3821.3821.3821.382 2.8422.8422.8422.842 776776776776 3.6183.6183.6183.618

    With Train TrafficWith Train TrafficWith Train TrafficWith Train Traffic

    ElectrifiedElectrifiedElectrifiedElectrifiedNot electrifiedNot electrifiedNot electrifiedNot electrified TOTALTOTALTOTALTOTAL TOTALTOTALTOTALTOTAL TOTALTOTALTOTALTOTAL

    51%

    49%

    Electrified Not Electrified

    30%

    20%

    1%

    49%

    Electrified Single Track25.000V

    Electrified MultipleTrack 25.000V

    Electrified DoubleTrack 15.000V

    Not electrified

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    As for installed rail track safety systems, at the end of 2008 sophisticated Speed Control, Convel and

    ATS systems had been installed in 56% of the national railway network. The Convel System (a system

    shared between the operators and REFER) ensures very high circulation safety levels by guaranteeing

    compliance with signalling and with authorised train circulation speeds. This system assists the train

    drivers tasks by warning him/her

    about circulation conditions and by

    activating the braking system (forcing

    the train to stop) whenever any safety

    requirement is not met. Since 2002,

    the Convel system was applied to

    629 km of the national railway

    network.

    The Ground-Train Radio is another safety system installed in the national railway network is now

    operative in 54.8% of the track length. The Ground-Train Radio (system shared by the operators and

    REFER) is used for voice and data communications between train

    drivers of the operators and REFER personnel in charge of traffic

    control. As such, communications may be performed between

    the Command Post and the train driver, stations and train drivers

    and train drivers of two trains. Since 2002, 586 km of rail track has

    been equipped with the Ground-Train Radio system.

    These figures clearly reveal REFERs effort to provide operators withan infrastructure equipped with systems that ensure greater safety

    and reliability.

    REFER is also equipped with various network operation support

    systems to maintain its safety, such as the SITRA (Traffic Regulation

    System) which is a traffic regulation computer system covering

    the whole national railway network. Another system is the CTC

    (Centralised Traffic Control) which consists of a computerised

    command centre integrating software and hardware required forcontrolling signs and for remotely monitoring signalling facilities.

    0

    500

    1000

    1500

    2000

    1998 2000 2002 2004 2006 2007 2008

    El ectrified LineEl ectrified LineEl ectrified LineEl ectrified Line

    Rdio Solo-Comboio

    (Km)

    COMMAND CONTROL AND SAFETYCOMMAND CONTROL AND SAFETYCOMMAND CONTROL AND SAFETYCOMMAND CONTROL AND SAFETYSYSTEMSSYSTEMSSYSTEMSSYSTEMS

    2008200820082008 2007200720072007 2006200620062006

    Autom. Speed Cont. Syst. (Convel) 1.459 1.444 1.429

    ATS (Automatic Braking) 25 25 25

    Ground/Train Radio 1.428 1.428 1.428

    Ground/Train Radio without DataTransmission

    25 25 25

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    Additionally, the SATA system (Automated Level Crossings Management System) provides real time

    management of equipment anomalies detected at automated Level Crossings (LC), records all

    situations and warns the maintenance teams. For safety reasons, in case of failure, the lifting gates of

    these Level Crossings close automatically and the sound and light signs are activated.

    IIIINFRASTRUCTURENFRASTRUCTURENFRASTRUCTURENFRASTRUCTURE MMMMANAGEMENTANAGEMENTANAGEMENTANAGEMENT

    Infrastructure Management includes two activities:

    Railway infrastructure conservation and maintenance;

    Operation (circulation control and command management and capacity management).

    OOOOPERATINGPERATINGPERATINGPERATING IIIINCOMENCOMENCOMENCOME

    In 2008, Infrastructure Management activities increased 0.9% (977,000 euros) over 2007 (2008:

    105.24 million euros; 2007: 104.26 million euros).

    (10^6 euros)

    2008200820082008 2007200720072007 ChangeChangeChangeChange

    (1)(1)(1)(1) (2)(2)(2)(2)%%%%

    (1) / (2)

    IncomeIncomeIncomeIncome 105,24105,24105,24105,24 104,26104,26104,26104,26 0,9%0,9%0,9%0,9%

    User fee 60,60 58,18 4,2%

    Operation subsidies 33,61 31,05 8,2%

    Other income 11,03 15,03 -26,6%

    CostsCostsCostsCosts 199,75199,75199,75199,75 206,45206,45206,45206,45 -3,2%-3,2%-3,2%-3,2%

    Materials 5,51 7,73 -28,7%

    Subcontracts 72,62 81,07 -10,4%

    Other external supply services 24,48 23,35 4,8%

    Personnel 85,69 83,34 2,8%

    Amortization 3,11 4,68 -33,5%

    Other costs 8,35 6,28 33,0%

    Operating ResultOperating ResultOperating ResultOperating Result -94,51-94,51-94,51-94,51 -102,19-102,19-102,19-102,19 -7,5%-7,5%-7,5%-7,5%

    PersonnelPersonnelPersonnelPersonnel 2.964 2.954 0,3%

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    The following changes contributed most to income:

    User fee: the item with the greatest impact on

    total income, comprising about 58% of total

    income. In 2008, the railway infrastructure traffic

    volume exceeded 41 million train kilometres (TK),for revenue of 60.6 million euros. This situation

    was essentially due to growth in Passenger train

    traffic.

    This item includes the amounts invoiced to the

    companies CP, FERTAGUS and TAKARGO. The

    latter is a new railway operator operating in the

    national railway network.

    In 2008, over 41,247,000 TKs were run

    on the network, which exceeded TKs

    in 2007 by 2% (758,000 TKs). This

    figure reveals an increase of 2%

    (746,000 TKsk) by the CP operator and

    a 1% increase (12,000 TKs) by the

    FERTAGUS operator, in addition to the

    start-up of the TAKARGO operator,

    which in 2008 ran 37,000 TKs.

    An analysis of earnings from the CP operator

    which has nearly all the traffic on the national

    railway network, representing 96% of TKs in 2008

    clearly reveals the annual growth of essential

    services, which in 2008 reached 58 million euros.

    The graph showing revenue growth from the CP

    client reveals a sharp drop in 2006 due to the

    user fees published in the 2006 Network

    Directory, which were the first to be calculated

    according to the rules stipulated in Regulation 21/2005. In calculating these fees, there were

    regulatory differences between the Directory's rules and those applied prior to the Directory. This

    alteration had a strong impact and gave rise to the drastic 7% drop in revenue in 2006, when

    compared with 2005.

    132013401360138014001420144014601480

    50,00

    52,00

    54,00

    56,00

    58,00

    60,00

    62,00

    2006 2007 2008

    User Fee Income GrowthUser Fee Income GrowthUser Fee Income GrowthUser Fee Income Growth

    Income Growth Average income per TK (euros)

    2004 2005 2006 2007 2008

    CP Operator 36.646 37.611 37.289 38.718 39.464

    Fertagus Operator 1.253 1.620 1.750 1.771 1.783Takargo Operator 37

    0

    5

    10

    15

    20

    25

    30

    35

    40

    0

    10.000

    20.000

    30.000

    40.000

    50.000

    (103)

    Gro wth in TK'sGro wth in TK'sGro wth in TK'sGro wth in TK's

    58585858

    50

    55

    60

    2005 2006 2007 2008

    Millioneuros

    Income Growth (User Fee)Income Growth (User Fee)Income Growth (User Fee)Income Growth (User Fee) ---- Essential ServicesEssential ServicesEssential ServicesEssential ServicesCP OperatorCP OperatorCP OperatorCP Operator

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    The Operation Subsidies item includes amounts referring to Compensatory Indemnities assigned

    to REFER to settle accounts. In 2008, REFER received 33.61 million euros, corresponding to a

    8.2% increase over 2007.

    Other Income decreased

    26.6% compared with2007. The services

    rendered to the operators

    also involved rendering

    services related with

    railway activities, called additional services and auxiliary services (for which fees are published in

    the Network Directory) and are recorded in Other Income. The said decrease in 2008 was

    justified mainly by the fact that 2007 was a year with substantial invoicing and the settling of

    accounts for services rendered in previous years.

    OOOOPERATINGPERATINGPERATINGPERATING CCCCOSTSOSTSOSTSOSTS

    Operating costs of infrastructure management activities decreased slightly, by 3.2%, compared with

    the same period in the previous year. This items lower value was due mainly to the following factors:

    A 28.7% decrease in costs on materials applied for railway infrastructure management, whereby

    these costs were of 5.51 million

    euros in 2008 compared with 7.73

    million euros in 2007. This alteration

    arose mainly from a 24% decrease

    in the utilisation of crossties, partly

    justified by the delay in works contracts on the North Line (Setil - Entroncamento and Aveira -

    Gaia) until 2009, the 50% cost reduction on rail materials, due to the delayed execution of the

    works contracts on the North Line (Setil - Entroncamento and Aveiro - Gaia) and the non-

    replacement of rails on the Beira Alta Line (Pampilhosa Luso).

    Costs associated to subcontracts also helped reduce operating costs, which decreased 10.4%

    compared with the previous year, thus implying a reduction of 8.4 million euros (2008: 72.62

    million euros; 2007: 81.07 million

    euros). Track maintenance is the

    specialised task with the highest costs

    and the one with the sharpest

    decrease (4.8 million euros). Track

    maintenance decreased 16%

    compared with 2007, partly justified by the delay in signing a number of contracts to control

    vegetation and to clean the drainage system.

    million euros

    2008200820082008 2007200720072007

    Traction energy 3,7 3,3 0,4 13%

    Manoeuvres 0,6 1,2 -0,6 -49%

    Parking of rolling stock 2,4 2,9 -0,5 -17%

    Utilisation of stations and stops 2,5 2,0 0,5 23%

    Other additional services 0,1 2,1 -2,0

    ChangeChangeChangeChange

    million euros

    MAINTENANCE MATERIALSMAINTENANCE MATERIALSMAINTENANCE MATERIALSMAINTENANCE MATERIALS 2008200820082008 2007200720072007

    Crossties 3,7 4,9 -1,2 -24%

    TSD (track swit. devices) 0,7 0,5 0,2 52%

    Rail 0,6 1,3 -0,6 -50%

    Ballast 0,1 0,2 -0,1 -63%

    ChangeChangeChangeChange

    million euros

    SUBCONTRACTSSUBCONTRACTSSUBCONTRACTSSUBCONTRACTS

    (Specialty)(Specialty)(Specialty)(Specialty)

    Track 24,4 29,2 -4,8 -16%

    Signalling 17,8 19,2 -1,3 -7%

    Telecommunications 11,2 11,5 -0,3 -3%

    20072007200720072008200820082008 ChangeChangeChangeChange

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    At the end of 2008, 2,964 employees were assigned to infrastructure management, compared

    with 2,954 in 2007, for a 0.3% increase (10 additional employees). Personnel costs increased by

    2.8% over 2007 (2008: 85.39 million euros; 2007: 83.34 million euros). The higher personnel costs

    reveal decreased personnel reduction compared with previous years. The average cost per

    employee, for the infrastructure management activity, increased 2.5% in 2008, mainly due tothe higher personnel costs, particularly wages.

    OOOOPERATINGPERATINGPERATINGPERATING RRRRESULTSESULTSESULTSESULTS

    Operating Results from Infrastructure Management activities improved by 7.5% compared with the

    previous year (2008: -94.51 million euros; 2007: -102.19 million euros) due to lower operating costs

    and a slight increase in operating income. Costs fell since the same volume of interventions as in the

    previous year was not necessary. Income improved due to the increased TKs and the user fee

    adjustment.

    4.1.1. CONSERVATION AND MAINTENANCE

    Infrastructure Conservation activities include the following tasks:

    Conservation of the track, signalling, telecommunications and other fixed installations;

    Planning of management and conservation activities;

    Controlling the operation parameters of quality, safety, reliability and economy; Managing accidents and incidents with implication on the infrastructure.

    (10^6 euros)

    2008200820082008 2007200720072007 ChangeChangeChangeChange

    (1)(1)(1)(1) (2)(2)(2)(2)%%%%

    (1) / (2)

    Materials 5,20 7,32 -29,1%

    Subcontracts 52,26 58,44 -10,6%

    Other external supp. and serv. 6,92 6,42 7,7%

    Personnel 30,80 28,36 8,6%

    Amortization 2,03 2,63 -23,0%

    Other costs 3,76 2,18 72,0%

    Total CostsTotal CostsTotal CostsTotal Costs 100,96100,96100,96100,96 105,36105,36105,36105,36 -4,2%-4,2%-4,2%-4,2%

    PersonnelPersonnelPersonnelPersonnel 1.045 932 12,1%

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    OOOOPERATINGPERATINGPERATINGPERATING CCCCOSTSOSTSOSTSOSTS

    Operating costs for railway infrastructure conservation and maintenance activities include the

    overheads of conservation and other operating costs. In 2008, these costs decreased 4.2%

    compared with 2007 (2008: 100.96 million euros; 2007: 105.36 million euros).

    This improvement was mainly due to lower costs on materials and subcontracts. The value of

    materials decreased 29.1% compared with 2007 (2008: 5.2 million euros; 2007: 7.32 million euros),

    justified mainly by a significant decrease in Ballast (63% less than in 2007) and in Rail (50% less than

    in 2007) since there was less need for interventions compared with the previous year. The value of

    subcontracts decreased 10.6% compared with the previous year (2008: 52.26 million euros; 2007:

    58.44 million euros): Although the value of subcontracts decreased, REFER, through its conservation

    and maintenance policy, is committed to endowing greater reliability to the infrastructures and to

    implementing new legal provisions to enhance work plans, even if such implies subcontractingvarious specialised works. The following table indicates the percentage of each specialised area in

    the total cost of subcontracts:

    The reduction in track-related costs,

    which consists of 45% of all

    subcontracts, is justified by the non-

    execution of chemical weed spraying,

    brush clearing to prevent fires and

    heavy mechanical compactionactions. On the other hand, the

    maintenance contract for the Beira

    Alta Line Track was valid only for the first

    half of 2008. It is expected that identical services will start to be rendered in 2009 after conclusion of

    the respective public tender. Bridge works reduced costs by 68.7% compared with the previous year,

    justified by fewer contracts and a higher use of in-house labour.

    Personnel costs for conservation and maintenance activities increased 8.6% compared with 2007

    (2008: 30.8 million euros; 2007: 28.36 million euros). This increase was based on various factors, of

    which the main one was the personnel assigned to this activity (12.1%). Other increases included the

    Companys Agreement for a Career System whose greatest impact took place precisely in 2008,

    whereby wages also increased by over 2%, higher training expenses and some social benefits. Note,

    however, the nearly 6% reduction (43,000 euros) in overtime work.

    In infrastructure management activities, the average cost per employee decreased 3.1% in 2008,

    mainly due to a less significant rise in personnel costs when compared with the higher number of

    personnel.

    (10^6 euros)

    2008200820082008 2007200720072007

    (1)(1)(1)(1) (2)(2)(2)(2)%%%%

    (1) / (2)

    TrackTrackTrackTrack 23,73 28,73 -17,4%

    CatenaryCatenaryCatenaryCatenary 5,94 5,72 3,9%

    Construction and lowConstruction and lowConstruction and lowConstruction and lowvoltagevoltagevoltagevoltage

    9,21 7,90 16,6%

    TelecommunicationsTelecommunicationsTelecommunicationsTelecommunications 9,99 10,27 -2,7%

    SubstationsSubstationsSubstationsSubstations 1,77 2,11 -15,8%

    BridgesBridgesBridgesBridges 1,02 3,25 -68,7%

    Other subcontractsOther subcontractsOther subcontractsOther subcontracts 0,60 0,47 28,6%

    TotalTotalTotalTotal 52,26 58,44 -10,6%

    ChangeChangeChangeChangeSpecialtiesSpecialtiesSpecialtiesSpecialties

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    NNNNATIONALATIONALATIONALATIONAL RRRRAILWAYAILWAYAILWAYAILWAYNNNNETWORKETWORKETWORKETWORKCCCCONSERVATION ANDONSERVATION ANDONSERVATION ANDONSERVATION AND MMMMAINTENANCEAINTENANCEAINTENANCEAINTENANCEAAAACTIONSCTIONSCTIONSCTIONS

    During 2008, the company maintained its guideline principle to guarantee good infrastructure

    availability rates in order to minimise the schedule offer, thus ensuring a quality service to the

    operators. As such, a number of actions were carried out, of which the following are highlighted:

    Corgo Line PK 10.800: Intervention to the embankment

    This embankment had to be repaired since it consists of very fragmented and altered shale

    and whose slope gradient, in the event of a landslide, would deposit debris on the railway

    track.

    Cceres Branch Line PK 210.800: Removal of Unstable Boulders

    Corgo Line LC at km 7.225 (Alvaes): Improvement of the LC visibility

    By transforming the Alvaes station into a stop, work was carried out to improve the visibilityof the