PME Investimentos is subject to the legal regime of Investment Companies, defined by Decree-Law no. 260/94, of October 22nd, and applicable provisions of the General Regime of Credit Institutions and Financial Companies established by Decree- Law no. 298/92, of December 31st.

The Company is also subject to the supervision of Banco de Portugal, observing all the regulations issued by this entity, applicable to investment companies and to the regulations applicable to financial companies of the Public Business Sector.

Internally, only the Regulations of the Board of Directors stand out, which, respecting the Companies Code and the Company Statutes, The rules of operation of this Board, the Code of Ethics and the Plan for the Prevention of Corruption Risks.

The identification and supervision of transactions with related parties is performed with reference to the provisions of Article 63(4) and (5) of the Corporation Tax Code.

(Euros)

2017

2016

Income from services and commission

7 856 461,81€

9 356 677,52 €

Personnel costs

500,00€

Dividends distributed

2 699 612,12€

2 911 460,37€

Relevant are the commissions earned by the management of the Funds, defined by ministerial order,in which IAPMEI – Agency for Competitiveness and Innovation , I.P. ( IAPMEI ) holds most of the capital.

Personnel costs relate to the presence of IAPMEI as Chairman of the General Meeting.

In 2017 , dividends were distributed to shareholder IAPMEI in the amount of 2.244.446,56 euros and to the General Directorate of the Treasury in the amount of 455.165,56 euros.

In light of the fact that PME Investimentos is covered by the subjective scope of application of the Public Contracts Code, complying with the provisions of Official Letter no. 1730/10 of 25 February 2010 and Order no. 483/10 of 10 May 2010 of the Secretary of State of Treasury and Finance, the acquisition of goods and services by the Company respects the public procurement principles and procedures, particularly those arising from the public procurement rules in force in 2014.

In 2017 no transactions were performed outside market conditions and there were no transactions with entities with values of supplies over 1 million euros.

As PME Investimentos is a fund and financial instrument management body that aims to pursue public policies in the company financing field, the proper management of these assets and the levels of efficiency achieved in such management are determining factors in guaranteeing economic sustainability for the Company.

Therefore, PME Investimentos believes that it is fundamental to perform its role as a fund management body with high standards of quality, professionalism and efficiency, to ensure the pursuance of the public policies that underlie them as well as value creation.

Stakeholders’ recognition of the Company as an organisation guided by the values of discipline, excellence, responsibility, transparency and impartiality that deserves their respect and trust is of the utmost importance to the sustainable development of the Company’s operations.

In prime position, we have public entities that give PME Investimentos a mandate to ensure the launch and implementation of instruments that intend to promote and guarantee proper monitoring of the execution and efficiency of the public policies introduced.

There are also financial sector and venture capital operators with whom the Company establishes strategic stakeholder partnerships, since greater interaction between private operation rationales and the interests of public policy enables greater impact of the instruments managed.

In this context, with a view to minimising the risks connected to the operations, PME Investimentos fosters:

its ability to actively intervene in setting up and implementing financial products directed towards supporting entrepreneurship, innovation, competitiveness and internationalisation for business, and strengthening sectors that are strategic for the national economy;

constant interaction with all the financial operators with which it has established partnerships, with an impartial attitude and constructive dialogue that enhances the effectiveness of the instruments managed;

compliance with the service times established and a thorough, timely response to the requests submitted;

an atmosphere of internal supervision and risk management that enhances the effectiveness of the monitoring mechanisms and supervision actions in place, covering both financial intermediaries and companies that benefit from the instruments managed;

a culture of discipline, competence and professional ethics with its associates and subcontracted bodies;

transparent reporting of all its operations in accordance with international best practices to allow for proper monitoring of the execution and effectiveness of the public policies implemented;

the availability of specialised legal advice to provide the correct framing of the Company’s operations within the applicable legal and regulatory framework;

systematic updates of a technological infrastructure that is appropriate for the requirements of the operations performed and allows relations with stakeholders to be streamlined;

the development of specific information systems for the management and monitoring of the instruments managed, adjusted to its characteristics and stage of maturity and to ensure appropriate, efficient interaction with stakeholders;

Alongside this, the Company pursues improvements in the efficiency of its operations by maintaining a policy of optimising resources and cost control, complying with the provisions applicable to the State-owned Company Sector regarding cost reduction, while safeguarding the demands and requirements of the funds and instruments being managed.

In the social area, PME Investimentos applies the fundamental principles of equality and non-discrimination to the rights of its staff in access to employment, work conditions, training and professional promotion. It adopts practices that aim to contribute to professional development. The Company also seeks to broaden the application of its best practices by applying the above-mentioned principles to service providers that are its direct suppliers and it thereby attempts to stimulate respect for the basic principles of social responsibility in relation to all its associates.

PME Investimentos enshrines the principle of equal treatment and opportunities for both sexes in its Code of Ethics.

Furthermore, the Company has performed an analysis of the situation regarding men and women, as provided for in paragraph 1(a) of Resolution of the Council of Ministers no. 19/2012 of 8 March 2012.

The Company also does not discriminate against any of its associates or potential associates due to race, gender or religious beliefs.

Due to the specific operations that the Company performs, the measures adopted in the field of environmental sustainability are naturally restricted and essentially reflect the policy of recycling materials and reducing energy consumption.

The management objectives and results to be achieved in the scope of the operations performed by the Company are set by the shareholders by approving its business plan and annual budget.

The Management Provisions Instruments for the period 2017-2019 were approved by the Technical Unit for  Monitoring the Business Sector of the State and were approved by the Secretary of State for Industry and the Secretary of State and Finance, approved on December 29, 2017.

For the purpose of analyzing the economic and financial indicators for the period 2015-2017 and their degree of compliance, here are the performance indicators proposed for 2017  vs the values achieved this year:

Performance Indicators

Proposed for 2017

Achieved in 2017

Efficiency

Operating costs/EBITDA

Personnel costs/EBITDA

Rate of change of personnel costs

General and administrative expenses/EBITDA

Rate of change of general and administrative expenses

0,50

0,25

8%

0,18

19%

0,45

0,23

2%

0,17

17%

Creditworthiness

Debt/equity

0,01

0,01

Profitability and growth

EBITDA/revenue

Revenue rate of growth

0,68

-16%

0,70

-16%

Return on invested capital

Net profit/capital invested

0,08

0,08

The economic and efficiency performance is by rule higher than the proposed one, although the behavior of the revenues does not always correspond to the expectations of the Company. In fact, the main component of revenues corresponds to the fees charged to Funds under management, whose capital is adjusted according to the level of execution and maturity of the instruments they receive, variables over which the Company does not have a great capacity to intervene.

The evaluation of the degree of compliance with the performance indicators, as well as the justification of the deviations verified is made annually and incorporated in the Management Report.

In 2017, due to a careful policy of cost containment, it was possible to achieve slightly more favorable and efficient indicators of efficiency and profitability.
General and administrative expenses were very close to expectations, with a favorable deviation of 1.5%, and personnel expenses also performed more positively than expected, at around 5% below budgeted amounts. To that effect, the fact that the Board of Directors’ recomposition for the beginning of the 4th quarter of the year was only close to the end of the year and that there were still unpaid child-raising and parental leave, as well as a lower additional work than expected.
The result reached amounted to 4,188,000 euros, surpassing the forecast of around 253,000 euros, providing a rate of return on invested capital of 8.2%, which slightly exceeded the expected 7.7%.
The investment made in fixed assets fell short of the 100,000 euros budgeted, amounting to about 55,000  euros, of which 37,000 euros refers to the conclusion of the development of new software that allows the integration of the main processes of the organization and generate consolidated information about the various business areas, in time, with important mobility, accessibility and sharing requirements. The remaining investment related to the renovation of the computer equipment and other equipment did not exceed 18,000 euros.

PME Investimentos complies with the Principles of Company Governance for Companies in the State-owned Company Sector, established in Executive Law no. 133/2013 of 3 October 2013, and encourages the constant improvement of the procedures and supervision implemented.

Performing its operations in accordance with the mission and goals it has been assigned, a business plan and budget are drawn up and submitted to shareholders, while strictly complying with the provisions of the Legal Regime governing the State-owned Company Sector, which forms and validates the strategies and policies pursued for that purpose.

In order to prevent conflicts of interests, the members of PME Investimentos’ governing bodies do not intervene in decisions in which they have an interest regarding themselves or a third party. In particular, the Board of Directors fully complies with the provisions of Article 410(6) of the Commercial Company Code.

Additionally, in its day-to-day operations, the Company’s Board of Directors also ensures compliance with the provisions of Article 22 of Executive Law no. 71/2007 of 27 March 2007 (Public Manager Statute) and the provisions of Law no. 64/93 of 26 August 1993 (Legal Regime governing Incompatibilities and Disqualifications of Political Officeholders and Senior Public Officeholders), referred to in the above-mentioned article.

Moreover, the expenses of any member of the Board of Directors are approved by another member and must be accounted for in the business plan and budget.

PME Investimentos, as a financial company, is subject to supervision by the Bank of Portugal and has implemented an Internal Supervision System for Limits on Granting Credit under the terms of Articles 85 and 109 of the Legal Regime governing Credit Institutions and Financial Companies.

The Company has a Corruption Risk Prevention Plan, which was approved by decision of the Board of Directors on 5 January 2010, formalised in minutes record no. 348, which aims to prevent risks of fraud by the organisation or third parties and ensure that the Company’s behaviour in the market is correct and upstanding from a competition perspective. This Plan is therefore extremely relevant to ensure equal treatment of its clients and suppliers.

PME Investimentos has a risk management and supervision system in accordance with the provisions of Notice no. 5/2008 of the Bank of Portugal, which is believed to be appropriate to the Company’s size and the nature of its operations. It is summarised in the Company Governance Report.

The Company fully meets its duties related to releasing information to the Directorate-General of Treasury and Finance. All the information required by it is available on the portal for companies in the State-owned Company Sector and on its website. Similarly, it meets all specific, ad hoc requests for information made by the Directorate-General and the General Finance Inspectorate.

The Company does not have any delays in payment for goods and services, and meets the deadlines stipulated by its suppliers. The average payment deadline for suppliers was 22 and 17 days on 31 December 2013 and 31 December 2014 respectively.

In compliance with Article 41 of Law no. 83-C/2014 of 31 December 2014, and similarly to previous years, no management bonuses were awarded to members of the governing body in 2015.

The Board of Directors fully met the provisions applicable regarding the reduction and suspension of payment and remuneration for members of governing bodies, external auditor and staff.

By an Unanimous Deliberation Written dated July 1, 2015 , the Shareholders undertook a statutory change, affecting the General Assembly the power to fix the remuneration of the governing bodies at the expense of the existence of a Remuneration Committee and also deliberated on salaries and other benefits and perks of members of the governing bodies to be in force in the 2015-2017 term , in accordance with the provisions of the Public Manager Statute and other applicable legislation.

In accordance with the provisions of Article 32 of the Public Manager Statute, the members of the Board of Directors did not use credit cards or other forms of payment to pay expenses while working for the Company and were not reimbursed for any costs relating to personal representation expenses.

In light of the fact that PME Investimentos is covered by the subjective scope of application of the Public Contracts Code, complying with the provisions of Official Letter no. 1730/10 of 25 February 2010 and Order no. 483/10 of 10 May 2010 of the Secretary of State of Treasury and Finance, the acquisition of goods and services by the Company respects the public procurement principles and procedures.

In 2017, PME Investimentos did not perform any acts or conclude any contracts worth more than 5 million euros.

PME Investimentos follows a practice of streamlining, transparency and efficiency and a service and goods provisioning policy, and did not join the National Public Purchasing System or any other central system of a similar nature in 2017.

The Company continues to implement a policy of improving efficiency in its operations by streamlining resources and controlling costs, applicable to all operational expenses. This is without prejudice to and while safeguarding the levels of quality of the services provided and compliance with the legal and regulatory obligations that apply to it as the managing body of the funds.

In 2017, the Company complied with the applicable provisions relating to the optimization of operating expenses, although it was not possible to ensure that the costs of the car fleet were maintained at a level close to that of 2016. Since it is impossible to renew the fleet, there was a need to proceed to unplanned repairs beyond the budgeted, in order to have minimum technical and safety conditions for the use of the vehicles. For the same reason fuel consumption also exceeded the predicted values. To remedy this situation, an application for authorization to renew the car fleet was submitted.

PME Investimentos has a Code of Ethics, which was approved by the Board of Directors in 25 February 2009, as per minute no. 308, which is in force today. It includes a set of principles and rules of ethical and deontological conduct to be observed by the Company and by all its associates, in mutual relations and in relations that are established in the Company’s name with third-party bodies, whether long-term or on an ad hoc basis.

This Code is publicised on the Company’s website.

Additional Public Information about Good Governance principles may be found at Setor Empresarial do Estado da DGTF – Direção Geral do Tesouro e Finanças.

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