Annual Report 2006
vocento in figures IFRS Million euro
2006
2005
Revenues
872.5
794.5
Change
9.8%
10.6%
106.5
109.2
12.2%
13.7%
EBITDA Margin EBIT Margin Net income for the year
64.9
81.0
7.4%
10.2%
82.6
114.2
Change
(27.7%)
Total assets
1,052.30
956.7
608.2
607.5
60.5
227.7
751,102
810,411
0.46
0.37
Net equity of equity-holders of the parent company Net financial position (debt)/cash Daily circulation (copies) Dividend per share in the year*
Circulation
Revenues
24.2%
14.6%
872.5
VOCENTO
Grupo Prisa
794.5
10.6% Unidad Editorial
7.4% Prensa Ibérica
2006
Equity
35.6%
7.4%
2005
Other
Grupo Zeta
EBITDA 109.2
608.2
Dividend per share in the year* 0.46
607.5
106.5
2006
2005
(*) Includes supplementary, interim and special dividends
2006
0.37
2005
2006
2005
Income statement (IFRS) Million euro
Change %
2006
2005
Circulation revenues
268.4
268.3
0.0%
Advertising revenues
392.8
354.9
10.7%
Other revenues
211.3
171.3
23.4%
Operating revenues
872.5
794.5
9.8%
Personnel expenses
(251.9)
(216.7)
16.3%
Cost of goods sold
(163.6)
(161.8)
1.1%
Outside services
(352.8)
(310.4)
13.7%
(39.2)
(24.5)
59.6%
(807.6)
(713.4)
13.2%
64.9
81.0
(19.9%) 4130.4%
Depreciation, amortisation & provisions Operating expenses
EBIT
(%)
Impairment of intangible assets
(6.6)
(0.2)
Equity-accounted affiliates
42.4
40.4
4.9%
Financial income
2.1
2.5
(16.6%)
Net income from disposal of non-current assets
1.7
19.4
(91.4%)
(12.0)
0.0
Income before taxes
92.5
143.2
(35.4%)
Corporate income tax
(10.0)
(29.0)
(65.6%)
Net income for the year
82.6
114.2
(27.7%)
Minority interest
(5.0)
(11.3)
(55.9%)
Income attributable to parent company
77.6
102.9
(24.6%)
Other income and losses
balance sheet (IFRS) Million euro
Million euro ASSETS (IFRS) NON-CURRENT ASSETS
31/12/06
31/12/05
LIABILITIES (IFRS)
31/12/06
31/12/05
608.2
607.5
25.0
25.0 426.1
NET EQUITY
677.8
471.7
Goodwill
132.7
55.7
Share Capital
Other intangible assets
116.0
15.0
Reserves
493.2
Property, plant and equipment
217.9
197.3
Treasury
(32.2)
(0.0)
Equity-accounted affiliates
111.8
138.0
Net income for the year
77.6
102.9
Financial and other non-current assets
17.38.6
Other non-current accounts receivable Deferred tax assets
0.1
0.2
82.0
56.9
Interim dividend
(45.0)
(8.0)
Minority interests
89.7
61.5
165.7
154.6
NON-CURRENT LIABILITIES Deferred income
CURRENT ASSETS Inventories Trade and other accounts receivable Receivable from public authorities Cash and cash equivalents
374.5
485.0
26.9
24.0
217.0154.9 15.9
18.6
114.7
287.5
2.6
3.3
Provisions
33.3
30.3
Financial liabilities
43.5
52.0
Other non-current accounts payable
41.2
51.9
Deferred tax liabilities
45.1
17.2
CURRENT LIABILITIES
278.4
194.5
Financial liabilities
10.7
7.8
238.4
165.2
29.2
21.5
1.052.3
956.7
Trade and other accounts payable Payable to public authorities TOTAL ASSETS
1.052.3
956.7
TOTAL LIABILITIES
Breakdown of revenues
EBITDA Breakdown by line of business 12.3
24.2% Other revenues
30.8% Circulation revenues
45.0% Advertising revenues
9.7
5.2
3.9
135.3
125.0
(26.6)
(11.4)
(19.6)
(18.0)
2006
Print media
Audiovisual
2005
Internet
Other businesses
Structure, etc.
Index Message from the Chairman
2
Message from the Chief Executive Officer
4
Board of Directors
6
Executive Team
7
Organisation Structure
8
Businesses Areas
10
Print Media
12
Audiovisual
40
Internet
52
Other businesses
58
Commercial General Unit
66
Editorial General Unit
67
Human Resources
68
Corporate Social Responsibility
70
Foundation
80
Financial Report
84
Financial Statements
86
Annex
142
Consolidated Directors' Report
150
Audit Report
160
Corporate Governance
162
Addresses
186
Message from the Chairman
All of us who work at Vocento have an additional reason for satisfaction. The flotation on the stock market put the group among Spain's most important companies. This major collective effort has given us new strength and an increase in size. It spurs us to be more competitive, to continue growing and changing our business and creating value for our shareholders, our employees and society at large. It also obliges us to be more responsible and to offer the utmost transparency.
Apart from the IPO, 2006 brought good business results, we increased our lead in the field of daily newspapers, and we strengthened our multimedia strategy. Profitability, independence and quality Those are the hallmarks of the Vocento communications group, which has become a leader in its field through a unique business model that enables us to do what we do best: inform and entertain.
We are proud to note that more and more people are turning to our newspapers, magazines, radio stations, television channels, on-line newspapers and web sites for information and entertainment. Practically one out of every three newspaper-readers in Spain chooses a Vocento masthead, thus providing day-today support for a line of independent quality journalism that is both rigorous and in touch with the realities of the areas where we operate. As a communications group, we are aware that our mission goes beyond merely disseminating content. We maintain a firm commitment to offering quality, rigorous, truthful, useful information that helps people understand the world they live in, gives faithful testimony to daily events, and serves as an essential vehicle for reflecting on the world we live in. Information that is also knowledge and facilitates progress by individuals and by society as a whole.
The flotation on the stock market put Vocento among Spain's most important companies. It spurs us to be more competitive and create value for our shareholders, our employees and society at large.
2
We have an essential responsibility in this process, which should be always upward and forward. For that reason, we lend determined support to all types of initiatives that contribute to general progress, leading and promoting projects that help to make the world better, fairer and more equitable, raising awareness and encouraging people to help the most disadvantaged. Our membership of Fundación Empresa y Sociedad is a response to this initiative of intensifying our civic contribution and building support for socially-responsible initiatives and attitudes.
As a listed company, Vocento is also making every effort to fulfil the recommendations set out in the codes of corporate governance.
Aware that our people are our greatest asset, we focus on talent development and personal well-being for everyone who works at Vocento, since our growth hinges on the pooling of wits and wills to achieve the common goal. Our professionals are the driving force in our business, and their development is our development. In the future, we want to continue developing our business project without losing sight of the local approach which is one of Vocento's primary virtues. That is the challenge: to be global without relinquishing proximity to citizens' concerns. At Vocento, we know that there are major challenges ahead, but we are sure that we will be bigger and better able to face them.
Santiago de Ybarra Churruca
3
Message from the Deputy Chairman and Chief Executive Officer
Vocento reached a milestone in its history during 2006: it was floated on the stock market. The move confirms the success of our business venture and the maturity of our multimedia business model. It is proof of the group's vigour and strength that we are now trading alongside Spain's leading corporations. The flotation was a watershed in Vocento's history. Investors and the market welcomed Vocento as one of Spain's leading communications groups, acknowledging its track record of development and growth, its combination of leadership and robust finances, its multimedia strategy, and its growth plan. Being listed gives us more recognition and visibility and provides an ownership and corporate structure to face new challenges and address the future from a position of strength.
Innovation is, and will continue to be, the main factor transforming our group. It is the driving force that has enabled us to leverage our position as Spain's leading daily newspaper group in order to expand into audiovisual and the internet, building a multimedia group and blurring the boundaries between media, fostering complicit use of the varied languages and taking advantage of that proximity within a global scenario to anticipate the major changes taking place in the information society of the 21st century.
This fertile dialogue between media is our principal competitive advantage. A common language that responds to an integrated vision of communications and connects with a business project whose maximum expression lies in cooperation and mutual benefit. Sharing media, resources, content, and fostering and promoting synergy between all the group's companies. That is our strength. A closeknit alliance that rounds out and fine-tunes our offering of information and entertainment so as to respond to the demands of citizens who are simultaneously readers, viewers, listeners and users. In line with that philosophy, we continue to strengthen the audiovisual media area so as to provide a comprehensive, welldimensioned offering in its three facets: national, regional and local television, radio and production. Our 45 local televisions, grouped under the Punto TV brand, already reach over 12 million people.
Investors and the market welcomed Vocento as one of Spain's leading communications groups, acknowledging its track record of development and growth, its combination of leadership and robust finances, its multimedia strategy, and its growth plan.
4
After reorganising our television production arm, we developed and expanded our range of content to face the new challenges arising in the audiovisual market in the transition to digital television. Vocento made a major qualitative step in this direction by moving into the motion picture distribution business through acquiring and integrating Tripictures, Spain's largest independent movie distributor. With over half a million listeners after just two years of existence, and a presence in nearly all of Spain's provincial capitals, Punto Radio is an established force in Spanish radio. Quality programming and a team of top-line professionals will continue to ensure growth by our network of radio stations.
And 2006 was a turning point in our internet strategy, which has seen spectacular over 300% growth in the last two years, increasing our market presence four-fold. Over 11 million unique visitors per month confirm that Vocento is the internet leader in its local markets due to the development of on-line versions of its print newspapers, plus vertical portals. In the area of print media, we have added new mastheads and reaped synergy in our printing plants, strengthening our lead in the area of general-interest newspapers and magazines.
Print, audiovisual, internet. Efficient content management and editorial coordination are essential to managing all these assets. For that reason, we have allocated major material and human resources to improving coordination within the group, which now numbers over 120 companies. The results we have attained confirm the wisdom of this approach and the success of our business project. Our management efficiency gives us the essential edge to continue growing and places us in a position of strength to face the challenges of a future of change and transformation. We also have the best team of professionals. A motivated, cohesive, effective force. They are our principal competitive advantage with a view to extending and consolidating our business, launching new multimedia projects and responding with audacity, innovation and intelligence, to the benefit of our employees, audience and shareholders in a very competitive market.
José María Bergareche
5
BOARD OF DIRECTORS
MANAGEMENT TEAM
CHIEF EXECUTIVE OFFICER
CHAIRMAN
José Mª Bergareche Busquet
• Mr. Santiago de Ybarra y Churruca*
MANAGING DIRECTOR
VICE - CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Juan Ignacio Mijangos Ugarte
• Mr. José María Bergareche Busquet*
CHIEF FINANCIAL OFFICER VICE - CHAIRMAN
José Manuel Vargas Gómez
• Ms. Catalina Luca de Tena García-Conde* • Mr. Enrique de Ybarra e Ybarra* CHIEF COMMERCIAL OFFICER
Angel Doménech Linde DIRECTORS
• Mr. Claudio Aguirre Pemán • ATLAN PRESSE, S.A.R.L., represented by Ms. Hélène Lemoîne
EDITORIAL GENERAL MANAGER
Ángel Arnedo Gil
• Mr. Santiago Bergareche Busquet* • Ms. María del Carmen Careaga Salazar • Mr. Carlos Castellanos Borrego
GENERAL MANAGER - PRINT MEDIA
• Mr. Diego del Alcázar Silvela
Iñaki Arechabaleta Torróntegui
• Mr. Alejandro Echevarría Busquet* • Ms. Soledad Luca de Tena García-Conde* • MEZOUNA, S.L., represented by Mr. Ignacio Ybarra Aznar* • Mr. Victor Urrutia Vallejo*
GENERAL MANAGER - AUDIOVISUAL
Víctor Viguri Flores
• Mr. Alvaro Ybarra y Zubiría*
GENERAL MANAGER - INTERNET AND OTHER BUSINESSES
BOARD SECRETARY AND LEGAL COUNSEL
Fernando Samaniego Ruiz de Infante
• Mr. Emilio José de Palacios Caro* (Non director)
*members of the delegate committee
6
7
Audiovisual
Organisation Structure
Regional and Local Television
Print Media
National Television
Radio
Content PRODUCTION
DTT LICENCE
Regional Press
13% STAKE DISTRIBUTION
Internet Digital Editions
Vertical Portals
Classified Ads
B2B
• 12 regional newspapers • Abc.es
National Press
S E V I L L A Supplements and Magazines
Other Businesses • Printing
8
• Distribution
• International
• Other
9
BUSINESS AREAS
• • • •
10
Print Media Audiovisual Internet Other Businesses
11
BUSINESS AREAS
• Print Media
12
13
EBIT reached a record 103.7 million euro, 16.1% more than in 2005
Regional Press The enormous potential of the multimedia strategy adopted some years ago is becoming increasingly evident; coupled with the undisputed leading position of our media in their local markets, that puts us in a privileged position to face market challenges. The mass media in general, and Vocento's regional newspapers specifically, had a particularly difficult year in 2006 in terms of market variables. Nevertheless, despite growing competitive pressure and the launch of new mastheads, Vocento's multimedia strategy enabled us to gain in strength and end the year on a positive note.
14
The multimedia approach, which leverages our regional newspapers and other media (local portal, radio, local free-to-air TV), enables us to develop the concept of a multimedia audience and enable advertisers to reach a much broader public that complements the audience of conventional paid newspapers while also further enhancing each masthead's competitive position.
This solid structure enables us to reinforce Vocento's leading position in the markets where it is present while maximising advertising effectiveness for our advertisers and the profitability of our media, underpinned by the quality of our editorial production, making us a benchmark in the cities where we publish. A case in point: the newspaper La Voz de Cádiz, which was founded in September 2004, has become the leader in its area in terms of internet audience figures while also gaining significant market share in newspaper sales.
A notable event in 2006 was the acquisition in February of 21% of Federico Doménech, S.A., the publisher of the Las Provincias newspaper. As a result, Vocento owns 57.42% of that company, which is now fully consolidated. Regarding the other paid newspapers, which are the flagships of Vocento's regional multimedia offering, we generally strengthened our local/regional position in a very profitable year. As for the product, our newspapers are constantly innovating and improving quality while adapting to our readers' needs and finding ways to enhance interactivity. This is evidenced by the numerous journalism awards which our regional newspapers obtained in 2006.
It was also a very profitable year. Overall, our twelve regional newspapers (including Las Provincias for the full year in both cases for comparison purposes) increased advertising revenues by 16.3% with respect to 2005. Overall revenues amounted to 388.5 million euro, a 12.9% increase on 2005. EBIT reached a record 103.7 million euro, 16.1% more than in 2005. These results confirm our newspapers' financial soundness, supported by a leading position in their local markets and strong management teams. The twelve newspapers still lead in terms of circulation, with 510,876 daily copies (pending audit bureau certification) and a readership of 2,576,000 (3rd wave of the 2006 General Media Survey), as well as being a point of reference in their local communities.
15
Radio Station
Local TV
Internet Portal
Free
Sales
2006 Audience:
Reader profile
523,000 readers
48.2% 65.7% 57.9% 57.1% 78.8%
2006 Circulation:*
119,685 issues Monthly audit bureau data, pending certification of yearly data.
*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
2006 Audience:
Reader profile
312,000 readers
43.2% 56.8% 55.1% 38.6% 78.7%
2006 Circulation:*
86,045 issues Monthly audit bureau data, pending certification of yearly data.
*
Circulation**
Audience*
Circulation**
IN ÁLAVA AND VIZCAYA
IN ÁLAVA AND VIZCAYA
IN GUIPÚZCOA
IN GUIPÚZCOA
11.9%
7.0%
6.8%
3.8% 5.1%
Gara El País El Mundo Other
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
1.6% 3.1% 3.0%
6.3% El Correo Deia
5.7%
El Correo
El El País Dº Noticias ABC Other Mundo Álava
Free
Sales
88.7%
74.4%
79.8%
Internet Portal
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Audience* 65.9%
16
Radio Station
Local TV
10.1%
4.8% 4.3%
4.5%
2.8% 3.5%
El Diario Gara El País Noticias El Mundo Other de Vasco Guipúzcoa
2.7% 1.7% 1.0% 1.5%
El Diario El País El El Correo ABC Vasco Mundo
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
Other
17
Radio Station
Local TV
Internet Portal
2006 Audience:
Reader profile
186,000 readers
45.1% 59.8% 56.5% 50.5% 77.1%
2006 Circulation:*
39,708 issues Monthly audit bureau data, pending certification of yearly data.
*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
2006 Audience::
Reader profile
264,000 readers Monthly audit bureau data, pending certification of yearly data.
58.6% 62.1% 65.9% 61.8% 74.9%
2006 Circulation:*
39,637 issues *
Circulation**
Audience*
Circulation**
IN CANTABRIA
IN CANTABRIA
IN MURCIA
IN MURCIA
69.5%
10.1%
5.9%
2.5% 1.7% 1.3%
El Diario Alerta El El Correo ABC La Razón Montañés Mundo
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
15.2% 8.3% 5.5%
3.8% 3.9%
El Diario El País El Dº Noticias ABC Others Montañés Correo Álava
11.0%
16.9% 6.7% 4.2% 4.7%
La El País El El Faro Others opinion Mundo de de Murcia Murcia
La Verdad
Free
Sales
53.6%
58.1%
9.1%
Internet Portal
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Audience* 78.5%
18
Radio Station
Local TV
Free
6.5% 6.1% 5.6%
La El País El ABC opinión Mundo de Murcia
La Verdad
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
11.4%
Others
19
Internet Portal
Local TV
Sales
Local TV
2006 Audience:
Reader profile
206,000 readers
61.4% 58.7% 64.4% 45.4% 73.7%
2006 Circulation:*
33,214 issues Monthly audit bureau data, pending certification of yearly data.
*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
2006 Audience:
Reader profile
170,000 readers
54.6% 57.4% 61.1% 40.8% 70.6%
2006 Circulation:*
23,971 issues Monthly audit bureau data, pending certification of yearly data.
*
Radio Station
Circulation**
Audience*
Circulation**
IN ALMERÍA, GRANADA AND JAÉN
IN ALMERÍA, GRANADA AND JAÉN
IN CÁCERES AND BADAJOZ
IN CÁCERES AND BADAJOZ
60.7%
36.2%
Sales
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Audience* 36.6%
Internet Portal
48.9%
21.0% 14.1%
Ideal
20
13.2%12.1%
La Voz Jaén El País de Almería
13.9%
14.6% 9.4%
El Others Mundo
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
Ideal
10.7%10.2% 8.0%
El País La Voz de Almería
ABC
Others El Mundo
16.1%
10.0%
17.4% 6.1%
3.9% 3.2%
El El País El Mundo ABC Periódico de Extremadura
Hoy
12.2% 9.0%
Others
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
Hoy
El El País Periódico de Extremadura
ABC
6.8%
5.6%
El Others Mundo
21
Radio Station
Local TV
Internet Portal
Free
Local TV
Radio Station
Internet Portal
Sales
2006 Audience:
Reader profile
2006 Audience:
Reader profile
204,000 readers
56.72% Aged 20 to 44 54.89% Has completed secondary or third-level education 62.43% Male 63.89% Resident in cities with +50,000 people 75.15% Upper, upper-middle and middle-middle class
95,000 readers
53.13% Aged 20 to 44 58.07% Has completed secondary or third-level education 57.59% Male 57.65% Resident in cities with +50,000 people 74.35% Upper, upper-middle and middle-middle class
2006 Circulation:*
34,007 issues Monthly audit bureau data, pending certification of yearly data.
*
2006 Circulation:*
17,030 issues Monthly audit bureau data, pending certification of yearly data.
*
Audience*
Circulation**
Audience*
Circulation**
IN MÁLAGA
IN MÁLAGA
IN LA RIOJA
IN LA RIOJA
59.3%
43.1%
14.0%
Sur
22
Sales
El País
8.7% 7.0%
63.3% 57.7%
13.6% 5.2% 5.9%
La Málaga El Others Opinión Hoy Mundo de Málaga
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
Sur
El País
17.7% 10.2% 8.1%
7.3%
El La Málaga Others Mundo Opinión Hoy Málaga
12.3%
11.0% 10.1%
7.4% 6.7% 6.1% 9.8%
Diario Marca El País El El Correo Others La Rioja Mundo
5.9% 4.6% 5.1%
Diario El El País El La Rioja Correo Mundo
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
ABC Others
23
Radio Station
Local TV
Internet Portal
Free
Sales
Local TV
2006 Audience:
Reader profile
2006 Audience:
Reader profile
222,000 readers
52.6% 58.8% 60.4% 62.7% 70.4%
168,000 readers
45.1% 62.2% 59.0% 80.2% 74.3%
2006 Circulation:*
36,873 issues Monthly audit bureau data, pending certification of yearly data.
*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
2006 Circulation:*
27,450 issues Monthly audit bureau data, pending certification of yearly data.
*
Circulation**
Audience*
Circulation**
IN CASTILLA Y LEÓN
IN CASTILLA Y LEÓN
IN ASTURIAS
IN ASTURIAS
52.7%
27.8%
51.3%
19.9% 20.0%
16.1% 14.3%
12.5% 12.0%
24.1%
22.7%
12.6% 8.1%
11.4%
8.3%
6.6% 3.8% 2.8%
El Norte El El País Diario Others de Mundo de León Castilla
24
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Audience* 41.3%
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
El Norte El El País Diario Others de Mundo de León Castilla
Internet Portal
La Nueva La El País El Comercio España Voz de Asturias
Others El Mundo
7.0%
4,.1% 5.3%
La Nueva La El País El El Others Comercio España Voz de Mundo Asturias
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
25
Radio Station
Local TV
Internet Portal
2006 Audience:
Reader profile
2006 Audience:
Reader profile
34,000 readers
52.3% 54.3% 57.4% 83.9% 81.8%
192,000 lectores
44.4% 53.8% 66.4% 45.1% 77.9%
2006 Circulation:*
11,208 issues Monthly audit bureau data, pending certification of yearly data.
*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
2006 Circulation:*
42,048 ejemplares Monthly audit bureau data, pending certification of yearly data.
*
Circulation**
Audience*
Circulation**
IN CÁDIZ
IN CÁDIZ
IN COMUNIDAD VALENCIANA
IN COMUNIDAD VALENCIANA
36.5%
24.9%
18.2% 8.0%
10.1%12.2% 7.5%
17.8%
La Voz Diario Europa Diario El País Others de Sur de Jerez de Cádiz Cádiz *Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
18.8% 11.1%
La Voz de Cádiz
15.7%
17.9%
Internet Portal
18.8% 16.2% 14.1%
18.0%
16.5%
15.3%
Free
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Audience* 44.4%
26
Radio Station
Local TV
14.3% 12.0%
9.6%
6.7%
8.3% 7.1%
Diario Diario El País de de Cádiz Jerez
ABC
Others
Las Provincias
Inf. Levante El País El Mundo Others
Las Levante El País Provincias
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
Inf. El Mundo ABC
Others
27
ABC responded to an intense flow of domestic and international news by providing prompt comprehensive journalistic coverage.
ABC Since its creation more than a hundred years ago, ABC's editorial principles have made it the standard-bearer of the conservative and liberal sector of Spanish society, and a stalwart of Christian values, national unity and the parliamentary and constitutional Monarchy. It is against this backdrop and based on these premises that, once again, ABC responded to an intense flow of domestic and international news by providing prompt comprehensive coverage coupled with authoritative opinion, interpretation and analysis by acknowledged prestigious commentators and a large volume of special features and supplements, all of which attained high levels of quality and impact.
ABC's new design marked the culmination of a process to renew and improve the news offering. Other milestones in this process include the addition of new business pages to the main sections of the Sunday edition; a new layout for Sunday classifieds; publication on Sundays of new supplements entitled Infoempleo (for training and employment) and D7 (current affairs, review of the week, travel, motor and society); publication of the new S6 supplement on Saturdays (health and beauty, gastronomy, fashion, reportage and outdoors); distribution, also on Saturdays, of the magazine Mujer de Hoy Corazón; and inclusion of the new magazines M360 and S360 (leisure guides for Madrid and Seville, respectively) with the Friday edition.
ABC's commitment, underpinned by the principles of quality, rigour, veracity and proximity which are its watchwords, was evidenced in 2006 by the presentation, at the end of October, of an all-new spread which, in addition to the incorporation of new content and sections and the new layout of the standard news blocks, has been pivotal to improving ABC's quality, broadening its content and increasing the editorial offering to readers.
28
29
In addition to journalistic coverage of global events, in 2006 ABC maintained its policy of providing readers with local content.
In addition to journalistic coverage of global events, in 2006 ABC maintained its policy of providing readers with local content. In this regard, the various regional delegations of ABC in Valencia, Castilla La Mancha, Castilla y León, Galicia, Catalonia, Canaries and Andalusia (Seville and Cordoba) built on their already considerable roles in covering major news events in their respective territories, to become an essential reference in their regions.
•
ABCD las Artes y las Letras, ABC's ambitious editorial project relating to the world of books, theatre, plastic arts, architecture, design, cinema, music and other artistic events, reached its fifteenth anniversary in 2006. It is the undisputed standard-bearer in covering culture in Spain. •
True to its role as ground-breaker and innovator, in 2006 ABC performed a major face-lift of its digital version to render it more dynamic, appealing and easy to use. Abc.es, which is now fully established and is a leader in coverage of new technology and the internet, has seen an extraordinary increase in the number of visits and users as a result of these initiatives. During the year, ABC also continued the successful initiatives introduced in previous years to provide readers with a range of special and exclusive quality products in the area of culture (book collections, encyclopaedias, reference works and books for study, etc.), leisure (DVD movie collections, travel guides, etc.), cuttingedge (digital cameras and electronic leisure products, etc.), and innovative products..
30
In the ongoing quest to reach new readers, ABC continued to work throughout 2006 to consolidate and develop a series of previously-launched initiatives that are significant due both to their specific content and to their target readership:
•
ABC en Clase, a move to introduce primary and secondary school students to the newspaper and give the new generations a reasoned analytical view of social and political realities in Spain and worldwide; over 60,000 students participate in this project each week, from Monday to Friday.
ABC Universitario / ABC Solidario, a move to attune the newspaper with the concerns of young adults. With the active participation of a large number of students at many Spanish universities, this programme provides annual awards to institutions and projects that are outstanding because of their social commitment and solidarity.
of the Prince and Princess of Asturias, a jury chaired by Gregorio Salvador gave the Mariano de Cavia award to Juan Manuel de Prada. The Luca de Tena prize went to journalist Oriana Fallaci, and the Mingote prize was awarded to photographer Ignacio Domínguez Gil. •
The superb response to these projects among both teachers and students will enable them to continue and expand into other regions in the coming years. •
In line with its commitment to society, ABC engaged in an intensive programme of community relations in 2006, including most notably the following initiatives: •
The Mariano de Cavia, Luca de Tena and Mingote awards. Once again, ABC granted the Cavia, Luca de Tena and Mingote awards, which are the oldest and most prestigious accolades in Spanish journalism. In 2006, under the patronage
In its seventh year, the Joaquín Romero Murube award for the best journalistic article about Sevilla was decided late in November. On this occasion, the award was given to writer Francisco Pleguezuelo. Over 700 works by artists from all over Spain competed for the ABC Painting and Photography award in its seventh year; a jury of prestigious artists and art experts, chaired by Guillermo Solana, gave the award to “Stimmug 2” by Angel Masip. The award-winning work, and the runners-up, were exhibited at ABC's stand in the ARCO'06 art fair and all of them attained a very good response from both the critics and the public in general.
•
"ABC Car of the Year 2006" award, the jury of prestigious motor journalists gave the award to the Peugeot 1007
•
ABC Collective Photography Festival notodofotofest.com. As part of its goal of supporting and disseminating the latest trends in culture, ABC uses the internet as the medium with the greatest power to gather artists into a collective project.
•
ABC forum. During 2006, ABC confirmed its focus on society and business by organising encounters with leading personalities in the economy and politics, ratifying its position as an opinion leader. Speakers included Teresa Fernández de la Vega, who is First Deputy Prime Minister, Minister for the Prime Minister's Office and Government Spokesperson; Mariano Rajoy, President of the People's Party; Manuel Conthe, Chairman of the National Securities Market Commission; and Alberto Ruiz Gallardón, Mayor of Madrid.
31
Regional TV
2006 Audience:
Local TV
739.000 readers 2006 Circulation:*
Radio Station
240.226 issues Monthly audit bureau data, pending certification of yearly data.
*
Internet Portal
reader profile:
42.7%
Aged 20 to 44
70.1%
Has completed secondary or third-level education
59.7%
Male
66.1%
Residents in cities with +50,000 people
81.1% Upper, upper-middle and middle-middle class
AUDIENCE*
CIRCULATION**
45.5%
38.2%
29.5% 16.5%
ABC
26.5%
23.4% 8.7%
El País
El Mundo
La Razón
11.8%
ABC
El País
El Mundo
La Razón
*Source: EGM PRENSA: 3rd 2006 Moving year *** OJD (January-December 2005)
32
33
The supplements attain a readership of 6.5 million. XL Semanal is the absolute leader in the field of weekend supplements, with 3.3 million readers.
Supplements and Magazines Taller de Editores, S.A. (TESA) publishes Spain's top three supplements in terms of readership and circulation, which are distributed with Vocento's newspapers and other leading regional newspapers: XL Semanal, XL Semanal TV and Mujer Hoy
The supplements attain a readership of 6.5 million, and XL Semanal is unquestionably the leading weekend supplement, with a weekly readership of 3.3 million. It was a particularly important year for XL Semanal as it published its 1000th edition. In its 20 years of existence, the most highlyread supplement in the Spanish language has offered readers up-to-date cultural, political and social events, with contributions by such outstanding names as Arturo Pérez-Reverte, Juan Manuel de Prada, Carlos Herrera, Paulo Coelho and Mingote.
Another important milestone for TESA in 2006 was the launch, in late October, of the new society supplement Mujer Hoy Corazón, which is distributed free on Saturdays with ABC's Madrid edition. The new publication, which completes the offering of Mujer Hoy, has been well received by readers. In addition to publishing supplements, since 1996 TESA has also managed the Colpisa news agency (www.colpisa.com), the first independent information and syndication agency in Spain in terms of the index of publication in the print media.
level of quality that has secured the magazine its leading position for over 20 years. Tecorp also publishes in-house magazines for institutions and companies. Mi Cartera de Inversión also organises Spain's two largest fairs on the subject of investing in securities: Bolsalia (Madrid) and Borsadiner (Barcelona), as well as other major conferences. Supplements and Magazines had a record year in 2006, with gross revenues of 84 million euro. Operating profit was 13.8 million euro, up 16.2% from 2005.
Through its subsidiary Taller de Ediciones Corporativas, S.L. (Tecorp), TESA publishes two other weekly magazines. Mi Cartera de Inversión, an economic information magazine, is the leader in its segment and attains a readership of more than 63% of the market. In 2006, the company acquired a majority stake in Motor 16, a prestigious motor magazine, and has maintained the
34
35
Reader profile
Reader profile
47.2% 60.7% 47.2% 54.3% 75.6%
49.8% 60.3% 28.6% 53.2% 74.1%
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Readership* 32.1%
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Readership* 24.7% 24.4%
30.0% 14.1% 15.3%
XL Semanal
11.6%
13.0% 12.9% 6.3% 4.8%
10.9% Mujer Hoy
El País Magazine Magazine Dominical Semanal (La Vanguardia) (El Mundo)
Hola
Diez Lecturas Semana Minutos
36.8%
42.1%
23.3%
21.5% 20.1% 10.4% 10.1% 11.0%
8.8% Mujer Hoy
El País Magazine Magazine Dominical Semanal (La Vanguardia)(El Mundo)
*Source: EGM: 3rd 2006 Moving year ** OJD (January-December 2005)
36
Yo Dona
Circulation**
Circulation**
XL Semanal
Mia
Hola
8.0% 7.9%
Diez Lecturas Semana Minutos
Mia
*Source: EGM: 3rd 2006 Moving year ** OJD (January-December 2005)
37
Reader profile
Reader profile
46.1% 56.2% 45.2% 51.4% 70.5%
58.0% 76.7% 74.9% 66.0% 87.4%
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Readership*
Aged 20 to 44 Has completed secondary or third-level education Male Resident in cities with +50,000 people Upper, upper-middle and middle-middle class
Readership*
59.5%
62.8% 37.2% 13.7%
XL Semanal Tele TV programa
11.2%
7.9% 7.7% Mi Cartera de Inversión
Tele Supertele Tele Novela Indiscreta
Actualidad Económica
Circulation**
Circulation**
71.8%
67.1%
28.2% 12.5% XL Semanal Tele TV programa
9.5%
7.2% 3.7% Mi Cartera de Inversión
Tele Supertele Tele Novela Indiscreta
*Source: EGM: 3rd 2006 Moving year ** OJD (January-December 2005)
38
Actualidad Económica
*Source: EGM: 3rd 2006 Moving year ** OJD (January-December 2005)
39
BUSINESS AREAS
• Audiovisual
40
41
Vocento is in a privileged position from which to confront the future analogue switch-off in 2010, since it is the only group with national, regional and local exposure
Punto TV share of national TV market (%)
0.43%
0.50%
2005
2006
Punto TV share of local TV market (%)
Audiovisual Audiovsual The audiovisual sector was among Vocento's priorities in 2006. In television, Vocento is in a privileged position from which to confront the future analogue switch-off in 2010, since it is the only Spanish group with national, regional and local exposure.
Vocento made a further investment in content management and creation in 2006 by acquiring a majority stake in Tripictures, Spain's leading independent movie distributor. Tripictures joins the Veralia group, created in 2005, which encompasses Vocento's stakes in Europroducciones, BocaBoca Producciones and Videomedia.
42
Radio is the other leg of Vocento's audiovisual business. Punto Radio, created in 2004, is already one of Spain's flagship general content radio stations.
11.96%
14.43%
2005
2006
TELEVISION PuntoTV 2006 yielded a major opportunity for the local television industry as an audiovisual alternative for both viewers and advertisers, with screen share of total television viewing amounting to 3.4%, vs. 3.5% the previous year—robust performance despite the advent in 2006 of newcomer channels Cuatro and La Sexta, the latter using spectrum which had hitherto carried local television stations. Punto TV, the brand that agglutinates Vocento's local and regional TV channels, went from strength to strength in 2006 and managed to tap the synergies in content and marketing and to attain a standard brand image nationwide.
Punto TV operates in 39 provinces, covering a population of almost thirteen million people. It has more than 2.6 million viewers daily, according to the latest TN Sofres figures. Punto TV ended 2006 with a 14.43% share of the local TV market, up from 11.96% in 2005, and attained a 0.50% share of national TV market, up from 0.43% in 2005. Punto TV is based on a model of quality television, providing prime-time news and current affairs on local channels; it also offers common general-purpose content pitched as an alternative to the larger general-purpose channels. Television, radio and newspapers comprise Vocento's multimedia offering, which leads in the markets where it operates.
In 2006, Punto TV's local and regional television businesses operated via 45 TV broadcasters, four of them regional and digital (Madrid, La Rioja, Murcia and Valencia), in which Vocento holds a majority stake. In June 2006 Vocento won the local digital television concession for the main area of Barcelona. Through regional concessions with opt-outs and local licences, Punto TV operates in the top areas in terms of audience share and, therefore, advertising expenditure: Madrid, Barcelona and Valencia. Creation of a single brand has also facilitated advertising management through a central sales unit, CMVocento. In 2006, the strategy was based not only on conventional TV advertisers but also on creating new formulae to boost revenues through barter proposals, multimedia offerings, segmentation by geographical area, etc.
43
Onda6 TV In December 1999, Sociedad Gestora de TV OndaSeis S.A. was awarded a public service DTT licence (free-to-air digital terrestrial television concession, with regional coverage). This licence, awarded by the Madrid Regional Government, gives Onda6 TV a programme within the multiplex in Channel 63 (with capacity for four programmes), placing it on equal terms in this new technology with the public broadcaster, Telemadrid. There were sweeping changes in commercial TV, both nationwide and in the Madrid region, in 2006. Nationwide: 2006 saw the establishment of two new nationwide channels in the already competitive free-to-air television market. Unlike Cuatro, La Sexta directly affected the local television sector, mainly because it occupies spectrum previously used by local channels (in Madrid, in 2006 Onda6TV had to abandon its second and third channels), and because its programming included the soccer World Cup and Spanish league, hampering development and penetration of local analogue television.
At regional level: Most new local digital terrestrial licencees began broadcasting, which broadened the offering within the local and regional markets. Furthermore, public broadcaster Telemadrid maintains analogue broadcasts of its second channel: La Otra. Against this backdrop, Onda6TV has maintained and improved its strategy of offering quality content that is familiar and meaningful to people in Madrid, aiming in the medium term to become the top private channel in the Madrid region, and a leader and standard-bearer locally. Onda6TV has updated its broadcasts with new content which result in a varied, familiar yet distinctive schedule, and it has recruited prestigious television professionals such as Alfredo Urdaci, Javier Reyero, Lucia Hoyos and Alonso Caparrós, while maintaining the pace of growth in audience share of previous years.
Throughout 2006, the broadcaster produced programmes with Spain's leading television producers, Boca Boca, Europroducciones, Mediapro, Cuarzo etc., which obtained good results in terms of audience. Programmes such as Lingo, Estamos en Onda, Mucho Madrid, Fútbol6, etc. laid the foundation for audience growth early in the year, and the broadcaster managed to consolidate a significant share. The new programmes launched in the last quarter of 2006: Locos x Madrid, a renewed version of Fútbol6, Oh La La and Dclub, as well as an established network programming model, enabled the broadcaster to significantly accelerate its pace of growth. 2006 was also the year of consolidation of Onda6 TV's news shows, which have developed into one of the mainstays of the schedule and are now a regional standardbearer in the field of news—both the daily news and special editions. Indeed, the Madrid Radio and Television Workers' Association (Asociación de Profesionales de Radio y Televisión de Madrid) awarded them the “Silver Antenna” prize for regional audiovisual media. The news programmes won similar awards in 2003 and 2005. In fiction and entertainment, Onda6 TV's strongest bet was “Rebelde”. The Mexican series aired in the afternoons has secured a large loyal audience among teenage viewers.
44
According to Sofres, the channel was watched by an annual average of more than three million Madrid residents. Of these, based on the annual figure, the daily average was 465,000 viewers, implying a 0.7% average screen share of the total television market (TTV) and 25% of local television. Those audience figures represent 27% growth in the TV share in Madrid, and 39% in the local TV share for Onda6TV. This audience comprises the upper midde-class segment that is sought after by advertisers The buoyant performance by Onda6TV was confirmed in January 2007, when the channel substantially improved on the 2006 figures, and, due to the constant growth of its prime-time programmes, became the local leader in Madrid, with a share of over 30%.
In the Madrid region, DTT developed gradually over the year, accounting for 5% of TV consumption in December. Onda6TV outstripped this market in growth by attaining 1.5% of the TTV share (December monthly average), ahead of national channels such as CNN+, TVE's 24-hour channel, VeoTV and Telecinco's thematic channels (Estrellas and Sport) among others. The best figures were obtained in primetime.
other group companies such as Europroducciones, as well as enhancing management of resources of all kinds, including technical resources, due to its proximity to the main companies in the audiovisual industry, which are also based in Ciudad de la Imagen.
In 2006, Onda6 TV successfully introduced a major structural change by relocating to a new site in the Ciudad de la Imagen business park that is more suited to the channel's new image and scheduling. The new location not only broadens production possibilities, bringing them more into line with its quality and programme scheduling model, but it also allows synergies with
Urbe TV There were two milestones in 2006: concession of a new DTT licence in Barcelona and consolidation of Urbe TV as one of the leaders in local television in its catchment area. Adjudication of the licence mid-year by the Catalonian Regional Government came in the wake of a binding report by CAC evidencing that our project is very solid in economic, technical and scheduling terms, giving Urbe TV the highest score.
Urbe TV's local television audience share increased by 25% in the year. This is especially significant since it is not broadcasting in DTT and it will not do so until mid-2007, considering that DTT viewing in Barcelona is higher than the national average.
Also notable is the 9% increase in total revenues, considering that the entire system and commercial set-up will be completed in the first quarter of 2007.
NET TV continued to broadcast in 2006, offering a variety of programme types (music, movies, series, soaps, etc.).
Vocento, however, is focusing strongly on digital terrestrial television and is actively participating in the association to develop DTT with a view to achieving comprehensive roll-out of this technology and ensuring that the analogue switch-off takes place on schedule.
Net TV Vocento, via its indirect stake in Sociedad Gestora de Televisión Net TV S.A. “SG NET TV”, is one of the six operators which has a national DTT licence, under which it currently produces two DTT channels (Net TV and Fly Music). In accordance with regulations, following the analogue switchoff scheduled for 3 April 2010, SG NET TV will have at least four DTT channels (a whole multiplex channel).
Flymusic is Vocento's second channel, awarded in October 2005. It specialises in music and is produced by the Europroducciones group. At 2006 year-end, DTT penetration in Spanish households was 14% and consumption (according to TN SOFRES) was 4%, evidencing that analogue TV is still predominant.
.
45
TELECINCO Telecinco, a channel in which Vocento owns a 13% stake, reached additional milestones in 2006, a particularly difficult year because of the launch of new television operators and implementation of new technologies in connection with TV viewing. In this context, Telecinco was the most-watched TV network in Spain for the third year running, with an average share of 21.2%; it was also the media company with the largest market capitalisation, and the highest advertising revenues.
Leadership in audience share was especially significant: Telecinco was the viewers' favourite on 229 days of the year and it beat its own record by being top pick ten months running in 2006, the best run ever by the network in a single year; and it was the only network capable of exceeding the 20% screen share threshold. It again led in audience share in terms of commercial audience targets, with 23.1%, and in the prime-time segment, which attracts most advertising revenues. In this decisive parameter, Telecinco (21.4%) has forged ahead of its competitors.
A strong and daring programme grid, spearheaded by Spanish and foreign fiction series, in-house programmes and the Formula 1 racing broadcasts, enabled Telecinco to achieve these excellent figures. In a perfect tandem, content management and commercial strategy have laid firm foundations for the success of both the channel itself and Publiespaña, the group's advertising sales company.
Grupo Europroducciones 100%-owned by Veralia, in 2006 Europroducciones revenues were 20.9 million euros, mainly in Spain but also through international operations in Italy, Portugal and Poland. In 2006, Europroducciones produced a number of programmes for various local, regional and national television channels. For TVE, an important production was “El primero de la clase”, a quiz show which combined the quiz format with learning in which 8 students, sponsored by celebrities, compete to win a scholarship; another winner was “Mira lo que ven”, a programme co-produced by the channel which, in the course of three special programmes, chose the best foreign TV programmes in their various categories (children, humour, reality, candid camera, docu-reality, sports and relationships) according to votes by viewers both in the studio and at home. Furthermore, Antena 3 broadcast three programmes produced by Europroducciones in 2006: “Lo que interesa”, a magazine show presented by María Teresa Campos which ran to 64 programmes, “El show de los records”, a Sunday entertainment show, and “Veredicto final”, a daily programme in which people aired everyday disputes before a judge.
VERALIA Veralia, the holding company which encompasses the group's interests in content management, creation and distribution, is owned 85% by Vocento, 10% by Diana Capital and 5% by Gescaixa Galicia. 2006 was a landmark year for this company: in addition to Europroducciones, BocaBoca and Videomedia, it added Tripictures, the leading independent distributor of movie rights in Spain. Furthermore, Vocento increased its stake in the Europroducciones group from 70% to 100%, gaining full control of the company.
46
In 2006 Veralia focused on tapping the synergies from all the common services not directly linked to production itself. Furthermore, the advent of two new channels, with the ensuing audience fragmentation, and the move towards DTT and content for cellphones and Internet are triggering changes in the way television is made and content is watched, which could offer major opportunities for Veralia. Europroducciones
At local and regional level, Europroducciones was responsible, among others, for “Hora d' Impacte” (Canal9), a programme showing shock video clips, “La parada” (Telemadrid), about Madrid current affairs, combining video clips and comic sketches, and “Locos por Madrid” (Onda 6), a magazine programme with various current affairs sections.
“DClub”, the first televised community of young people which offers the chance to chat to new friends, is still running. Abroad, Europroducciones TV has independent companies operating in Italy, Portugal and Poland. Europroduzione Italia, a subsidiary of Europroducciones TV, produces "GUINNESS, i show dei records" (Canale 5), “Due sul Divano”(la 7), “Assolo” (la 7), “Senza Fine” (RAI3) in partnership with Italian production company AKS, for Instituto Luce, "Mezzogiorno in famiglia" (RAI2) and "Mister, il gioco dei nomi" (RAI). Furthermore, it has signed an contract with a group of public channels in Italy for a detective miniseries based on the books by Spanish author Alicia Giménez Barlett, scheduled for production in Autumn 2007. In Italy, the group has also implemented projects for wireless telephony and satellite television. One of the highlights of production abroad was “Aquí Não Há Quem Viva” (SIC), the Portuguese version of the successful Spanish sitcom “Aquí no hay quién viva”. In 2006, 52 episodes were produced, the first 26 of which have already been shown very successfully (23.8% audience share). In Poland, Europroducciones focused on producing “Zaloz Sie” and "THE CLUB”, both for TVP2, which attained high audience shares.
Europroducciones TV signed two major format licence agreements in 2006. The agreement with MEDIASET RTI gives Europroducciones TV a licence for two formats for all subsidiaries. In the same terms, including a licence for Spain, it signed an agreement with Jocelyn Hattab whereby his formats, including ”The Royal Game of the Goose”, may be produced by any of the group companies in the various countries. 2006 was also the year in which the company's productions "El Gran Prix del verano", "Peque Prix" and "Noite brava" were shown in Asia. All the programmes shown were dubbed into the various Asian languages and were a great success in terms of audience. The Spanish series "El Grand Prix del Verano" was broadcast in Romania in 2006. The Europroducciones group also handles artistic management of Teresa Campos, Ramón García, Cristina García Ramos and Terelu. And in 2006, it took on management of prestigious professionals Dani Mateo, Xavi Oribe, Alexia Santaolaya, Ibon Uzkudun, Tania Llasera and Mateo González. Furthermore, Europroducciones is responsible for the play-out of Flymusic, one of Vocento's DTT channels. It is a music TV channel aimed at being a TV club with a brand identity geared mainly towards young urban dwellers interested in music news, internet and new technologies. Euroservice, a subsidiary of Europroducciones, is in charge of play-out of Net TV and Fly Music.
47
Bocaboca Producciones Veralia owns 70% of BocaBoca Producciones, one of Spain's leading movie and TV production companies; created in 1988, it reported 30.4 million euro in revenues in 2006 (entirely in Spain). In 2006, BocaBoca produced six series: three prime-time weekly series and three daily series. In weekly fiction, “El comisario” (Telecinco), the longest-running prime-time series on television, retained its leading position. It completed its tenth season with a 23.4% share and an average of 4,204,000 viewers. The 11th season is scheduled to start shooting in February 2007. “Con Dos Tacones” (TVE), a comedy series about five women was launched in Spring 2006, and “Ellas y el sexo débil” (Antena3), starring Ana Obregón, was broadcast in September 2006.
Videomedia In the daily series format, in 2006 BocaBoca produced: “Amistades Peligrosas” (Cuatro), a programme which tells the story of a group of friends aged around thirty whose adolescence was marked by the accidental death of one of their group; “Laberint de Passions” (IB3), the new daily soap launched in September 2006 to replace the successful soap “"Vallterra” (also produced by BocaBoca) and “Mira qué pelos!” (Onda Seis), a sitcom which portrays the day-today life of a very unusual hair stylist via a candid camera. In entertainment, for six years BocaBoca has been producing “"Pasapalabra” (Antena 3), the oldest quiz show on private television; in May 2006 it gave the largest prize ever awarded by a TV quiz show in Spain: 2,190,000 euro.
“Metro a Metro” (Telemadrid) is still running, with high audience share in its time slot since the end of 2004. Four contestants compete in three knock-out rounds that test their knowledge of Madrid's streets and metro stations. BocaBoca also produced the programme “¡Taxi! ¡Taxi!”, a format adapted from All3Media's “Cash Cab” format, which was broadcast by Telemadrid in summer 2006. The programme “Lingo” for Onda Seis also performed well. This programme is a perfect blend of a standard general knowledge quiz and the luck factor.
Veralia owns 30% of Videomedia, S.A., one of Spain's leading independent TV content production companies, based in Madrid, Milan and Lisbon. In 2006 it reported 25.4 million euros in revenues, mainly in Spain and from international operations in Italy and Portugal.
Among the main developments in 2006 was the launch of two major productions to be premiered in early 2007. Particularly significant was the launch of a new hospital drama series, “MIR”, and the return to the screen of the hugely successful “Sorpresa, Sorpresa”.
In 2006 it continued to produce the fiction series “Hospital Central”, which still has a loyal following after six years on the air, making it one of the flagships on Spanish television (more than 30% share in its last season).
Outside Spain, through its subsidiary in Portugal, it produced two entertainment programmes for public TV channel RTP2 and adapted a children's quiz show for private TV channel SIC.
It also worked on television advertising production via its subsidiary Imagen y Servicios (Ideafilm). 2006 was also the company's 25th anniversary. Videomedia is one of Spain's oldest production companies, still further evidence that its successful programmes are not mere coincidence but are the result of hard work down through the years.
Tripictures In 2006, Veralia acquired a majority stake in Tripictures, Spain's leading independent movie distributor. Its great successes include "Asterix", "Alexander The Great", "The Princess Bride", "Austin Powers", "The Upside of Anger", etc. up to a total of almost 400 titles.
48
Tripictures ranks eighth in revenues from cinema and television content distribution in Spain. It has signed major deals with the leading US independent movie companies, enabling it to continuously expand its already-large catalogue.
In 2006, it was behind some of the main movie premières in Spain, such as “Lucky Number Slevin”, “The Black Dahlia” and “Nativity”, and it premiered a total of 16 movies. It was also involved in producing the new Asterix movie, which is being filmed in La Ciudad de la Luz studios in Alicante.
49
Programmes and anchors New anchors were hired and new programmes were added in 2006, particularly in the area of current affairs and sport: Julia Otero joined the last two hours of Protagonistas, which in 2007 will pass the milestone of 10,000 programmes.
Protagonistas: Luis del Olmo y Julia Otero La Tarde de Ramón García: Ramón García Las dos en punto: Javier Fernández Arribas Cinco Lunas: Reyes Monforte De Costa a Costa: Felix Madero El Mirador y La liga Viva: Josep Pedrerol y Joaquín Ramos Marcos Ana en Punto Radio: Ana García Lozano La buena vida: Elena Markinez Luces en la oscuridad: Pedro Riba Chévere: Rosa García Caro Salimos de caza: Marcelo Verdeja Las siete en punto fin de semana: José Antonio Piñero A día de hoy: Jaume Segalés La Trilla: Juan Quintana Área del inversor: Alejandro Avila Furthermore, the news team, headed and managed by Javier Fernández Arribas, provides comprehensive, independent and plural information daily coverage of events.
Punto Radio Punto Radio has become one of the leading Spanish radio channels in record time, with more than half a million listeners. In 2006, it consolidated its position as a serious alternative to the longer-established radios, winning the trust of listeners and advertisers alike. In the two years since its launch, Punto Radio has managed to establish a novel radio format based on outsourcing programmes and partnering local operators to achieve nationwide coverage and a presence in almost all Spain's provincial capitals and major cities; in the last year, it attained an average of almost 520,000 listeners per day (according to figures from Estudio General de Medios).
50
In 2006, work continued to enhance programming and add content both nationally and locally, generating news that is increasingly relevant to its viewers and putting the audience centre-stage. Independence and rigour are the group's watchwords and the regional offices enable it to offer a news service that is in tune with the latest events through the best network of correspondents and stringers in Spanish radio.
2006 was also especially significant for Punto Radio, since the new technical plan for FM radio, encompassing more than 860 new channels, was approved. In the next few months, this plan will enable Punto Radio's current network to expand significantly. Netcasting is one Punto Radio's main projects, and it is one of the first radio chains to supply audio streaming via its web site:
Digital radio
www.puntoradio.com
The lack of public awareness regarding DAB is the main reason for the slow development of digital radio. The limited receiver market is also hampering market development.
In view of this situation, digital radio licence-holders petitioned the Ministry of Industry, Tourism and Commerce to modify the commitments made in their bids and to
adopt measures that implicate all players in developing DAB digital radio in Spain.
51
BUSINESS AREAS
• Internet
52
53
Profitability, the key factor that has shaped the group's development in this sector, will continue to guide future projects and acquisitions, but growth and market share will not be neglected.
In the last two years, Vocento has grown by
360% 4.5 times faster than the market
Source: Nielsen Netview
MORE THAN 11 MILLION INTERNET USERS VISIT VOCENTO PER MONTH Unique visitors per month (‘000): 2006 11,200
11,500 10,500
+ 54%
9,500 8,500
Internet
7,500
7,280
6,500
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Source: Nielsen Site Census.
The internet market in Spain is growing steadily, as evidenced by the 17.7 million Internet users (according to figures from the latest study by red.es in September 2006) and by the increasing roll-out of broadband, which is expected to reach 50% of the population by 2008. Estimates by the Interactive Advertising Bureau (IAB) point to no less than 18% growth in advertising expenditure per year. In traffic terms, the market has rocketed by 76% since 2004. Against the backdrop of these impressive figures, it is worth highlighting that Vocento has been the fastest-growing group: 360%, outpacing the market 4.5-fold (source: Nielsen Netview).
54
In 2006, Vocento logged 11.2 unique visitors per month, which implies 753,443 unique visitors per day, a 54% increase on the previous year (source: Nielsen Site Census, December 06). The same growth trend is observed in the Nielsen NetView selected statistical panel of December 2006, which gives Vocento 3.6 million unique visitors per month, i.e. 57% more than in the previous year.
Profitability, the key factor that has shaped the group's development in this sector, will continue to guide future projects and acquisitions, but growth and market share will not be neglected. The Internet business encompasses all of Vocento's activities in this field: local portals, vertical portals, general-purpose portals, classified advertising portals, content marketing, e-commerce, connectivity and value added online services.
This area comprises basically:
Local portals
Vertical portals
(the concept into which the digital editions of the twelve newspapers and abc.es have developed). Originally, they were the digital versions of our thirteen daily newspapers. Now, as well as news, they offer services and a wide range of content. 2006 saw the first steps towards making them the top local portals in their respective markets.
Alliances and new businesses develop vertical businesses in order to segment audiences to attract specialist advertising. To complement the local portals and Abc.es, vertical portals were developed on a central basis and are distributed as thematic channels on each of the Group's websites.
55
www.hoycinema.com
www.hoymotor.com
www.dalealpaly.com
www.hoymujer.com
www.autocasion.com
www.sarenet.es
www.hoyinversion.com
www.laguiatv.com
www.xlsemanal.com
www.infoempleo.com
www.sacacasa.com
www.latrastiendadigital.com
Vocento has other thematic channels:
www.planetfutbol.com
www.hoycinema.com
www.laguiatv.com
gives information on soccer, with live coverage of the Spanish league matches
which specialises in cinema and offers comprehensive national movie theatre listings as well as a database with more than 25,000 film titles and names of featured actors. The website also handles online ticket sales. In its first year of activity, hoycinema.com logged 762,000 unique visitors (source: Nielsen Site Census December 2006)
specialising in television programme schedules, with an interactive schedule and broad cover of television programming; it already has an audience of 602,000 unique visitors (source: Nielsen Site Census December 2006)
These vertical portals include:
www.hoyinversion.com is a channel which offers personal and professional finance information, notably stock market information, research and real-time quotations. In its first year, it reached an audience of 225,000 unique visitors (source: Nielsen Site Census December 2006)
www.dalealplay.com is a Web 2.0 site for sharing videos, focusing on user participation on the back of the Internet video boom. Since its launch in September 2006, it has already attained an audience of 555,000 unique visitors (source: Nielsen Site Census December 2006)
www.canalciclista.com offers live coverage of the main cycling events (Tours of Italy, France and Spain) This area also includes Ozú, a generalpurpose portal, in which Vocento holds a majority stake. Created in February 1996, Ozú today offers a broad range of vertical channels and interactive and community services. In 2006, it consolidated its position as a leisure community aimed at young people based on services and content tailored to their tastes: chat rooms, humour, videos.
Classifieds Seeking not only further specialisation but also to leverage the transnational characteristic of the Internet and as the natural way forward for one of the key sections of our newspapers, Vocento has launched on online Classifieds business. The area includes our employment, motor and property portals, as well as a generalpurpose portal for classified ads.
Infoempleo.com specialises in employment and training and has more than 1.4 million registered jobseekers and more than 4,000 employers
Autocasion.com
online version of the XLSemanal magazine
is the online version of the magazine Autocasion, which is leader in second-hand car ads
www.hoymotor.com
www.hoymujer.com
Unoauto.com
provides comprehensive cover of motor vehicles, including a database of models on the market, comparisons of features and prices, and a search engine for finding new and second-hand cars In its first year of business, hoymotor.com reached an audience of 163,000 unique visitors (source: Nielsen Site Census December 2006)
specialises in women's interests
is the portal for new vehicle sales.
56
www.xlsemanal.com
www.canalmeteo.com
Sacacasa
Vocento Mediatrader
is the new property portal which aspires to become a standard-bearer for users wishing to buy or sell a home
is a wholly-owned subsidiary of Vocento which offers digital content to internet portals, institutions and companies, as well as other editorial advisory services. It has developed the distribution of our content via mobile devices under agreements with all the cellular operators. In 2006, it launched Press-Clipping.
Tusanuncios.com is the general-purpose portal for classified ads.
B2B This area includes:
Sarenet Vocento holds a majority stake in Sarenet (www.sarenet.es), an integrated Internet service provider with a customer portfolio of more than 3,500 SMEs and institutions. It has its own interconnection node network, making it one of the fastest, most robust and most secure Internet providers in Spain. It also has a Type A telephony operator licence. Its Projects division specialises in media and it develops technological and consultancy solutions for all kinds of businesses.
La Trastienda Digital Vocento owns 100% of www.latrastiendadigital.com, which manages the online stores integrated into the group's local and vertical portals, complemented with print and Internetbased promotions. In 2006, it consolidated other business lines with the design and distribution of promotions and the sale of products to companies for their customer loyalty and incentive plans.
offers weather information
57
BUSINESS AREAS
• Other Businesses
58
59
Vocento is present throughout the communications value chain, from distribution to printing, and including events and value added telephone services.
Other Businesses Vocento has a range of activities that are complementary to its current businesses and contribute to their growth and development. It operates throughout the communications value chain, including distribution, printing, free press, sponsorship, patronage and event organisation, as well as value-added telephone services.
The rest of Spain is covered by various regional distributors, and Distribuciones Comecosa holds more than 20% of Cirpress, (www.cirpress.com), Valdisme (www.valdisme.com), Distrimedios (www.distrimedios.es) and Papiro, and less than 20% of regional distributors such as Gelesa (www.gelesa.es), Dasa, Boreal, and Marina Press (www.marinapress.com).
DISTRIBUTION Distribution focuses principally on print media and special publications (delivering to points of sale or homes) and impulse purchase items for newsstands and bookshops, plus dataphone services (mobile top-up, transport season tickets, etc.). Distribuciones Comecosa S.L.U. is the parent company comprising the interests in various regional distributors, most notably the 60% stake in Distribución de Prensa por Rutas and the 50% in Beralán (www.beralan.com).
60
Distrirutas operates in Madrid and distributes ABC and other print products Beralán, with its investees Sector MD (specialising in home delivery of press, street distribution of free press, and distribution of advertising) and Banatu, operate in the Basque Country and neighbouring provinces (Navarra, La Rioja, Burgos and Cantabria).
2006 was a year of consolidation for Vocento's printing plant project
PRINTING 2006 was the year of consolidation for Vocento's printing plant project, due to the sound results at Bilbao Editorial Producciones, and the practical completion of Localprint, the new printing plant in Elche. Comeco Impresión owns 100% of Bilbao Editorial Producciones, S.L., which is located in Zamudio (Vizcaya) and has five rotary presses. It serves local and nationwide press and the new free press that has commenced distribution in the Basque Country, handling large print runs and page sizes.
LocalPrint S.L. has two printing presses serving Spain's east coast from Alicante to Almería, which entered into service in January 2007. LocalPrint is owned 50% each by Comeco Impresión and Editorial Prensa Ibérica. In 2006 , subsidiaries were set up: Printolid (100%), to operate a printing plant in Valladolid. Guadalprint, (65%), together with Prensa Ibérica (35%), to build a printing plant in Antequera.
Sociedad Vascongada de Producciones, S.L.U., owned 100% by Comeco Impresión, is located in San Sebastián. It has two rotary presses which, combined with the printing plant in Zamudio, enables it to serve all its geographical area and new markets such as France.
61
INTERNATIONAL Vocento operates its business in Argentina via Compañía Inversora en Medios de Comunicación S.A. (Cimeco), where it is a joint shareholder alongside La Nación and Clarín. In Argentina, Cimeco publishes daily newspapers La Voz del Interior, Diario Los Andes, Día a Día and the Sunday magazine Rumbos.
Los Andes
Rumbos
Founded in 1882, it is one a groundbreaking daily newspaper in Argentina. It also has the widest circulation in the Mendoza province.
This Sunday magazine, first published by Cimeco in 2003, has fast become a leader at regional level. Rumbos is distributed together with La Voz del Interior, Los Andes and fifteen other newspapers. Its average circulation is around 320,000.
Los Andes has a circulation of some 33,000 and is distributed in the provinces of Mendoza, San Luis, San Juan, Córdoba and Buenos Aires, and in Chile.
La Voz del Interior In terms of circulation, it ranks third nationwide and first in its region. It was founded in 1904 and is an icon of Córdoba society (Argentina's second-most populated province, the capital of which is the country's second-largest city).
Día a Día It is the second-largest daily newspaper in Córdoba province after La Voz del Interior. It is a tabloid aimed at a younger middleclass readership. Its circulation averages 16,000.
FREE PRESS Gratuitos de Corporación de Medios, S.L. publishes the free newspaper "QUÉ FÁCIL comprar-vender" in the provinces of Vizcaya, Álava, León and Valladolid. It is a weekly publication distributed to homes that offers its customers (advertisers) the best target audience. It complements its offering with a web site (www.quefacil.com) where customers can insert advertising, consult the newspaper and search through want ads.
VALUE ADDED TELEPHONE SERVICES
SPONSORSHIP, EVENTS AND PATRONAGE
Cotlan 900, S.L. is majority-owned by Vocento and provides value-added telephone services. It provides comprehensive telematic solutions via its call centre, premium services and SMS, and specialises in the media (www.cotlan900.com).
Steinberg is an alternative to the traditional marketing and advertising agencies. It specialises in below-the-line events and actions, and meets current market needs with turnkey products and services. The main objective of Vocento's acquisition of a stake in Steinberg is to make it the leading company in the market. (www.steinbergyasociados.com).
La Voz del Interior has average circulation of some 60,000 and is also distributed in the provinces of Catamarca, Santiago del Estero, La Rioja, San Luis, Santa Fe and Buenos Aires, as well as in Córdoba.
62
63
• • • •
64
Commercial General Unit Editorial General Unit Human Resources CSR
65
The Editorial General Unit ensures that Vocento's journalism attains the same levels of efficiency and consistency as its business ventures
Editorial General Unit
Commercial General Unit In 2006 the Commercial General Unit saw two important milestones: the major changes at CMVocento and the creation of Vocento's Commercial General Unit . CMXXI, Corporación de Medios, S.A. changed its name to CMVocento (Comercial Multimedia Vocento, S.A.U.), which brought the marketing company more into line with the aims and objectives of the group, and provided benefits of synergy in terms of communication. A new organisational structure was also implemented: two departments were created, for print media (newspapers and magazines) and audiovisual media (radio, television and internet). A department for special activities is also being created to cover all operations that generate irregular advertising income for all of Vocento's media (events, forums, competitions, etc). CMMadrid was formed (formerly Globalia de Marketing y Medios) as an advertising sales company for the media that are confined partly or entirely to the Madrid region (ABC, Onda 6, and Punto Radio Madrid and Alcalá de Henares).
66
An advertising sales department has also been set up which encompasses marketing, systems and information, providing support, market intelligence and development of communication, advertising and public relations for CMVocento. And the public relations section expanded considerably: CMVocento implemented a series of advertising campaigns which culminated on 10 October with "Día V de la Publicidad" (V-Day for Advertising). It began with various professional workshops on creativity and media acquisition (“El Escáner de la Publicidad”), followed by an institutional lunch for the sector (“Foro de la Publicidad”) and ended with a large event at Madrid's Palacio de Congresos y Exposiciones ("La Gala de la Publicidad”), at which Vocento, representing Spain, presented the Cannes awards for Spanish creativity. During this event the "Genio" awards, which are given each year on “Día V de la Publicidad”, were presented.
Vocento's Marketing Department was set up in the last quarter of 2006 to coordinate the marketing strategies of the different business areas (focusing particularly on promoting common projects), will create a specialist department to support all the marketing departments and will be responsible for Vocento's image, bringing it into line with the group's other companies and brands. The Marketing Department's first activities were to manage Vocento's IPO campaign and the corporate image makeover.
Vocento's IPO increased its visibility and put it in the front line in the financial sector. This position and public perception of strength are reflected in the group's editorial line, which is our distinguishing feature and principal value: communication. The newsrooms of our newspapers, radios and televisions work to build awareness that we are a group and to recognise our extraordinary wealth of human and technical values. The Editorial General Unit ensures that Vocento's journalism attains the same levels of efficiency and consistency as its business ventures One of the main objectives is to do our best for everyone. Optimising, structuring and organising resources enables Vocento's media to attain the best news coverage with the most qualified professionals in each area. At the head of this editorial division is Ángel Arnedo, former editor of El Correo and a prestigious journalist with a great capacity for innovation.
Vocento has an unbeatable force of more than 1000 journalists and, therefore, has an enormous capacity to develop its own topics. It has specialised professionals who bring enormous benefits to the group. The coordination of this team gives our media an unparalleled capacity to produce specialised, quality content and to be able to carry on developing local information that makes our newspapers an essential part in understanding the everyday life of the communities in which we are present. One of the functions of this Department is to promote ongoing staff training so that, ultimately, they are equipped to provide upto-date coverage and, therefore, to promote satisfaction among our professionals and to improve work patterns and the group's information and training products. Vocento at the forefront of communication: constantly innovating and growing.
This editorial and financial strength will help to secure Vocento as the leading multimedia communications group in general daily newspapers, with a commitment to quality independent journalism and a presence in all areas of communication.
We aim to reinforce our group awareness and acknowledge our extraordinary wealth of human and technical values. 67
Breakdown by category
Workforce by length of service
Breakdown of workforce by age 36,02%
47,41%
30,14%
Other 14%
18,67%
Breakdown of average
workforce by area of activity
workforce by functional area
6,89%
Over 56 years
Administration and technical 31%
Breakdown of average 51,40%
8,28%
46 to 55 years
Graduates 56%
36 to 45 years
Over 41 years
31 to 40 years
26 to 30 years
21 to 25 years
16 to 20 years
11 to 15 years
6 to 10 years
Up to 5 years
10,27% 8,45% 4,53% 6,30% 2,92% 1,28%
25 and under
19,04%
26 to 35 years
Our employees' confidence in Vocento's project resulted in a successful employee tranche in the IPO: it was 2.1 times oversubscribed
Training activities 42,42% 34,63%
33% 30% 24%
Workplace health and safety
New technologies and computing
Other
8,61%
Administration and other
Commercial and marketing
Technical and production
Editorial*
Structure
Other businesses
Internet
Audiovisual
Print media
Human Resources
14,34%
13%
14,43% 8,07% 7,99%
Languages
18,13%
(*) Print media, other investees and holding companies
Vocento faced major challenges in the area of Human Resources in 2006. The IPO required important internal communications efforts. Our employees' confidence in Vocento's project made the employee tranche a success: it was 2.1 times oversubscribed. Another important project in 2006 was the implementation of an intranet for the executive level: as well as providing an agile means of exchanging information and knowledge, it also created cohesion within the group in this new phase of its existence. A majority of Vocento's people are under 45 (75%), and most are university graduates. The workforce was stable in 2006. Growth was due mainly to addition of companies to the group: Las Provincias, Motor 16, Habitatsoft, Infoempleo, Autocasión, Unoauto and Tripictures.
68
Vocento's average workforce in 2006 numbered 4,918 (calculated by dividing days worked per month, for social security purposes, by 30). In Vocento, S.A.'s consolidated financial statements, the workforce figures are based on full-time equivalents to facilitate comparison, and new companies are included in the calculation from the date of consolidation. Non-permanent staff accounted for 19% of the total workforce. Vocento's geographical distribution is similar to 2005 and it is present in most of Spain's autonomous regions; due to the acquisition of Las Provincias, the Group increased its footprint in the Valencia region (6%). Most of the work force is still concentrated in Madrid (31%) and the Basque Country (27%).
TRAINING Particular emphasis was placed on executive training in 2006. Over 200 executives from all areas of the Group improved their leadership, team management and strategic vision skills through thematic training modules that will continue to be offered in 2007. Training courses also enable participants to share experiences and bond. Training for other employees covered a range of areas in addition to the traditional fields of languages and computer skills. Vocento has internship agreements with prestigious universities in Spain to give students initial experience in the workplace. Vocento also teaches the ABC/El Correo Master's degree in Journalism, in which students operate in a real working environment and are taught by high-level professionals from the fields of journalism and communications, obtaining the skills needed for their careers.
The ABC-Madrid Complutense University Master's Degree in Journalism entered its 18th year in the 2005-06 academic year. The students combine academic training with placements in the Master's press room, guided by ABC subeditors and editors and Vocento journalists. Students complete their training with full-time placements in ABC's newsroom, learning the workings of a large, quality daily newspaper. Nearly all the alumni of the last five classes are at work as journalists. And 33% of the most recent class are working for ABC or other Vocento media. The class of 2005/06 brought the total number of alumni from the ABC-Madrid Complutense University Master's Degree in Journalism to 318; 16.03% are from Latin America, and 86.16% had previously obtained a primary degree in Journalism. The agreement between the Complutense University and Diario ABC was renewed under the framework of the legislation governing universities.
The El Correo-Basque Country University Master's Degree in Journalism made a major leap forward in the 2006/07 academic year: it was adopted by the university as an Official professional Master's Degree. This development came about due to the need to adapt to the new European Higher Education Area within the framework established by the Bologna declaration and the directives issued as a result. After nearly 20 years of existence (it commenced in 1988), this Master's degree was the first (and so far the only) one to qualify on an official level within the field of Journalism. This represents major progress in the recognition of journalism studies throughout the European Union, as the degree is now recognised by all other universities. Apart from this development on the academic level, the Master's programme continues to train journalists for work in all types of media: press, radio, television, news agencies, and digital publications.
69
The more than three and a half million readers who have placed their trust in Vocento receive information that is rooted in respect for basic human rights and justice as well as a solid commitment to quality journalism.
Corporate Social Responsibility Vocento fulfils its social responsibility in two main ways. Firstly, the Group contributes significantly to social awareness through the pages of its daily newspapers. The more than three-and-a-half million readers who have placed their trust in Vocento receive information that is rooted in respect for basic human rights and justice as well as a solid commitment to quality journalism. Consequently, by fulfilling the important tasks of reporting and awareness-raising, Vocento media’s work leads to a better-informed and more concerned public opinion. Secondly, Vocento supports social and cultural initiatives that promote the development and meet the needs of the regions in which it has a presence. Vocento is a member of both the Guggenheim Museum Foundation in Bilbao and the Picasso Museum in Malaga. Its media play a prominent role in the daily life of their respective cities, and have become leading voices on culture, sports and much more. Consequently, and with the aim of promoting events that are more closely aligned with the interests of the public as well as increasing its collaboration with the most important organizations and institutions in each area, Vocento carries out its Corporate Social Responsibility activities through its regional multimedia. We are also proud to mention that, as a result of its constant efforts in social responsibility, Vocento ranked ninth among the Spanish companies most often mentioned in the press for their community action in the latest Fundación Empresa y Sociedad report, entitled “Social action of Spanish companies in the printed press during 2006.”
70
The daily newspaper, El Correo, is responsible for Vocento’s social action in Vizcaya and Álava. As a result of the Group’s close connection with this area, its support of social and cultural initiatives there is especially notable. It is a sponsor of both the Guggenheim Museum Foundation in Bilbao and of the Bilbao Association of Friends of the Opera. El Correo sponsors some of the region's largest cultural foundations, such as the Fine Art Museum, the Artium Foundation of Álava, the Arriaga Theatre and the Bilbao 700 Foundation. The Bilbao 700 Foundation promotes various cultural events throughout the year such as the Vitoria Jazz Festival and Musika-Música, an event which endeavours to familiarise the Bilbao public with musical classics from all periods.
El Correo is especially active in encouraging the practice of sport among citizens, and is a sponsor of more than 60 organizations and events. These include the Lagun Aro Bilbao Basketball Foundation and the Bizkai Bizkaialde, a foundation that promotes Vizcayan sports. By the same token, the paper is a main benefactor of Bilbao Basket, the region’s basketball team, as well as the Getxo Rugby team and the BaraKaldo UPV Handball Club.
El Diario Vasco and CSR • Diario Vasco Basque Country Cycling Tour • San Sebastian Classic • SEVATUR (Professional Tourism Exhibition) • Best of Gastronomy Fair • Diario Vasco Children’s Rowing Grand Prix • Diario Vasco Children’s Golf Grand Prix
El Correo and CSR • Guggenheim Museum Foundation • Bilbao Association of Friends of the Opera • Museo de Bellas Artes • Artium Foundation of Álava • Arriaga Theatre • Bilbao 700 Foundation • Lagun Aro Bilbao Basketball Foundation
In Guipuzcoa, El Diario Vasco sponsors a number of sports competitions to boost citizen participation. Some of the largest activities and events it sponsors for children are the Children’s Basketball Campus, the Guipuzcoa Children’s Rowing Championship, the Diario Vasco Trophy for Children’s Horse-jumping, the Diario Vasco Children’s Rowing Grand Prix, Diario Vasco Bizkieta Festa for Children, and the Diario Vasco Children’s Golf Grand Prix.
In addition to encouraging participation in sports among youth, El Diario Vasco also sponsors many of the province’s large sports events, including the Diario Vasco Professional Pelota Grand Prix, the San Sebastian Classic, the Diario Vasco Guipuzcoa Cycling Tour Grand Prix and the Diario Vasco Basque Country Cycling Tour Grand Prix. It is also a sponsor of the Muguerza de Elgoibar Memorial, the Aerobic Circuits, the San Sebastian International Cross, the Intxaurrondo Diario Vasco Duathlon Grand Prix, the Zubieta Racetrack, the Bidasoa Cycling Tour, the San Sebastian Diario Vasco International Triathlon Grand Prix, the Diario Vasco Bullfighting Trophy, the Egia-Diario Vasco Handball Trophy, the Diario Vasco Surfing Circuit Grand Prix, and the Diario Vasco Soccer 7 and Beach Soccer Championships.
• Vitoria Jazz Festival
71
The newspaper’s contributions in the province are not limited to sports, however, as El Diario Vasco is one of Guipuzcoa’s largest sponsors of cultural events. In its efforts to contribute to the cultural wealth of the region, the newspaper seeks to establish a presence in all areas that may interest the public while promoting new trends and supporting diverse initiatives. El Diario Vasco’s corporate philosophy endorses the social responsibility of the media, which it defines as an obligation to successfully meet the information and cultural needs of the community in which it is based. Consequently, El Diario Vasco is a sponsor of the Eibar Theatre Festival, Sevatur (Professional Tourism Exhibition), the Jazzlandia jazz festival, the San Sebastian Musical Fortnight, the world-renowned International Fireworks Competition and Zinemaldia, an international Class A film festival. It also organizes an annual gastronomy fair, the Best of Gastronomy, which brings together thousands of professionals each year from this rapidly growing sector. A highly respected source of cultural information in the autonomous community of Cantabria, El Diario Montañés is an active participant in nearly all of the cultural, sports and social events that are held in the region.
72
Of special note in sports events is the Circuito Montañés International Cycling Race, in which 22 teams compete over seven stages. Held each year in June, the race has served as a springboard for a number of international cycling stars, and is considered to be one of the most important cycling tours in the world within the Elite category. Apart from cycling, El Diario Montañés is the main promoter of many other sports competitions, including the Bola Palma Championship Tournament, the Regional Traineras Rowing Championship and El Diario Montañés Golf Circuit, among others. In addition to sports events, El Diario Montañés makes a significant contribution to cultural affairs through its numerous publications on the region as well as the Cantabrian Annual. Furthermore, as education and training are top priorities for the newspaper, it maintains collaboration agreements with both the University of Cantabria and the Menéndez Pelayo International University (UIMP). El Diario Montañés is also a participant in Cantabria’s largest annual cultural events. These include the Paloma O’Shea International Piano Competition, which boasts the participation of 20 artists selected from all over the world, the Santander International Festival, which puts music and art in the spotlight during the month of August, the Musical Sessions and the Albéniz Foundation Academy, and UIMP's Literary Tuesdays.
Outside Cantabria, El Diario Montañés is a corporate member of the Guggenheim Museum in Bilbao. In addition to sports events, El Diario Montañés makes a significant contribution to regional cultural affairs. Education and training are important priorities for the newspaper as it believes that young people represent one of society’s most important assets and are its guarantee for the future. Consequently, in collaboration with the University of Cantabria, El Diario Montañés presents the Most Enterprising University Student Award each year, which aims to promote new business ideas and projects.
El Diario Montañés is also a participant in Cantabria’s largest annual cultural events. These include the Paloma O’Shea International Piano Competition, which boasts the participation of 20 artists chosen from Madrid, New York and Paris, and the Santander International Festival, which consists of art exhibitions and music performances in historic settings during the month of August.
La Verdad and CSR • International Cante de las Minas Festival • Cartagena Sea of Music Festival • Murcia Three Cultures
El Diario Montañés and CSR • Montañés International Cycling Circuit • Bola Palma Championship Tournament • Traineras Regional Championship
• Espirelia • International Youth Orchestra Festival
Murcia, Alicante and Albacete are among the other regions in which Vocento has a strong presence, thanks to La Verdad. Since 1903, the year in which this daily newspaper was established, La Verdad has contributed to the cultural development of the community while simultaneously establishing itself as one of the area’s leading publications. The musical wealth of the area combined with its Mediterranean climate create the perfect environment for open-air events, in which La Verdad plays an important role as both promoter and sponsor. Two of the most well known are the International Cante de las Minas Festival and the Cartagena Sea of Music Festival. Aimed at introducing new artists from abroad, the last Sea of Music festival was dedicated to South African artists. As well as its enormous range of music, the festival also includes cinema, art and literature, making it a full and comprehensive cultural event.
Other music festivals that count on the participation of La Verdad include the Músicas del Alma Festival, the International Youth Orchestra Festival, the Theatre, Music and Dance Festival, the Cante de Minas Festival and the Cartagena Jazz Festival. One of the most interesting is Murcia’s Three Cultures Festival. First held seven years ago, the festival originated as a tribute to tolerance and the use the arts as a means of creating harmony between peoples. As in other regions, one of the daily newspaper’s main areas of contribution is sports. The newspaper’s role as a sports events sponsor includes its participation in the Spanish Supercross Championship, the Half Marathon and the San Silvestre Half Marathon as well as the La Verdad Trophies for Sailing and Speed. La Verdad’s cultural participation includes its sponsorship of the Albacete Filmoteca, the Employment Forum, the Molina Theatre Festival, and various discussion forums as well as the Alicante Fundeun Awards for New Business Ideas.
• Santander International Festival • Paloma O’Shea International Piano Competition • Musical Sessions and the Albéniz Foundation Academy • Literary Tuesdays
73
Vocento is active in community life through its participation in a wide range of cultural, social and sports events.
El Ideal and CSR • Hocus Pocus, international magic festival in Granada • University Employment Fair • Cine de Mujeres (Women’s Cinema)
74
In Granada, Jaen and Almeria, Ideal, like other Vocento publications, is an active participant in the province’s most important events, the most notable of which is Hocus Pocus, Granada’s international magic festival. This event, which has been praised by both industry professionals and the public, has gained significant international acclaim over the last few years. As in previous years, Ideal was an active participant in both the sponsorship and organization of the festival in 2006, which attracted a large number of visitors.
Hoy in Extremadura has also established itself as an active contributor to the cultural and social development of the community. This Vocento daily newspaper promotes two large sports events, the Badajoz Annual Acoso y Derribo Rodeo and the Badajoz Horse Jumping Trophy.
The importance that Ideal places on education and training for young people is reflected in its organization of the University Employment Fair in Granada. A longstanding academic tradition in the city has allowed Ideal to focus on providing graduates with secure and suitable first jobs that complement their classroom training. Women are another group that receive the support of this Granada daily. Ideal organizes an annual cinema festival, Cine de Mujeres (Women’s Cinema), which promotes the work of women professionals in the film industry.
Hoy also presents a special award in the Carnival of Badajoz, one of Extremadura’s oldest and most popular festivals. The newspaper is also a member of the Marca Extremadura project and organizes the San Telmo Meetings and Iberian Dialogue series.
In the cultural sphere, Hoy sponsors the International Festival of Contemporary Theatre and Dance, the Extremadura Orchestra Foundation and the Badajoz and Caceres book fairs.
Hoy of Extremadura and CSR • Badajoz Annual Acoso y Derribo Rodeo • Badajoz Horse Jumping Trophy • Festival of Contemporary Theatre and Dance • Extremadura Orchestra Foundation
The social contribution of Sur, Vocento’s newspaper in Malaga, is particularly noteworthy due to the newspaper’s strong identification with the city and its efforts to promote the interests of Malaga residents. Consequently, it invests heavily in the promotion of personalities of Malaga culture, sport and society outside the province. This is evidenced by its presentation of the Malaga Award in the Spanish Film Festival and in the Sur Prize in the Andalusian Cycle Tour, which it awards to the best cyclist from Malaga. Sports are a major focus for the newspaper, and Sur-organized events arouse a great deal of excitement and interest among the province’s citizens. The best-known events and awards include the Sur Trophy National Horse Jumping Competition, the Sur Golf Tournament, the Sur Trophy in the SNR Cup - Snipe Class, and Skating Day, which it organizes in collaboration with the municipal government.
Sur’s interest in enriching the city’s cultural offer led it in 2006 to donate its ‘12 Faces of Woman’ collection, a series of charcoal drawings by Malaga painter Felix Revello de Toro, to the new museum the city is opening in his name.
SUR and CSR • Malaga Award presented in the Spanish Film Festival • Sur Prize for best Malaga cyclist in the Andalusian Cycle Tour • Sur Trophy National Horse Jumping Competition • Sur Trophy in the SMR Cup - Snipe Class
The newspaper’s unusually strong commitment to the city is seen in its constant efforts to promote all cultural events that may be of public interest. Hence, it is a long-standing sponsor of the Short Novel Competition in the city’s book fair, and it organizes a number of presentations for local authors. One of its most successful presentations was 2006’s Four Seasons Collection by Antonio Soler. The newspaper is also a benefactor of the Malaga Contemporary Art Centre, and it collaborates with the University of Malaga in awarding the Manuel Alcantara Prize for Young Journalists.
75
La Rioja promotes such a complete round of social, cultural and sports events in the autonomous community (the most well known of which is the Half Marathon) that it has become a driving force in Rioja life. Its support of local teams in all disciplines, including the Logroño football team, the Darien Logroño handball team and the Clavijo Caja Rioja basketball team, is complemented by the various competitions it sponsors to bring sports to citizens of all ages. These include the La Rioja Pelota Open, the Intercompany Golf and Paddle Tennis Championships, the La Rioja Cycling Tour, the City of Haro Cross-Country Race, the Half Marathon and the National Equestrian Competition. A special focus on children forms part an important part of La Rioja’s social action, which aims to create suitable spaces for this age group while promoting the development of healthy lifestyles. La Rioja-sponsored children’s events such as the La Rioja Junior Cycling Tour and the Children’s Theatre Festival are geared around the collaboration with parents and teachers in children's education. The New Technology Scholarships, which La Rioja awards in collaboration with the Promete Foundation, are further evidence of its commitment to education.
76
Working jointly with the Logroño municipal government, La Rioja has also established a strong presence in the area’s unique cultural events, which have become exceedingly popular among people from all over the Rioja region. These include Riojaforum’s classical music seasons and the Actual music concert.
La Rioja and CSR • The Rioja Sports Foundation • Half Marathon • La Rioja Pelota Open • National Equestrian Competition • La Rioja Junior Cycling Tour • Children’s Theatre Festival
The year 2006 was a special one for El Norte de Castilla, which celebrated its 150th anniversary. In order to share the occasion with its readers, the newspaper organized a number of special cultural events, including the ‘A Year in Images’ exhibit, which was held in various Castilian cities such as Valladolid, Palencia, Segovia and Zamora. Its efforts to promote the region’s culture were highlighted by its participation as an official sponsor in Valladolid International Film Week, where it organized the People’s Choice Awards and the Official "Historical Times" Award. Other events and activities organized by El Norte de Castilla to celebrate its 150th anniversary included a special concert by the Symphony Orchestra of Castile and Leon and a homage to local businesses.
Like other Vocento newspapers, El Norte de Castilla takes a special interest in promoting sports. This is clearly evidenced by the newspaper’s participation in the CastillaLeón Cycling Tour, where it awards a special trophy to the best Castilian-Leonese cyclist, the Valladolid cycling tour, and the Children and Youth Multisport Campus, as well as in the masthead's agreements with football, handball and basketball teams in Valladolid.
El Norte de Castilla and CSR
The newspaper also presents the annual El Norte de Castilla Awards that acknowledge the most outstanding achievements in the worlds of literature, science, art and sports. El Norte de Castilla also gives a special professional career award to a person whose work has been especially outstanding.
• Association of Friends of the Esteban Vicente Museum in Segovia
• People’s Choice Awards and Official "Historical Times" Award Valladolid International Film Week • Association of Friends of the National Sculpture Museum • Association of Friends of the Patio Herreriano Contemporary Art Museum
• Special trophy for the best Castilian-Leonese cyclist Castilla-León Cycling Tour • El Norte de Castilla Awards
El Comercio has significant cultural influence, and is an active participant in various events in Asturias. Some of these, such as the Gijon International Film Festival, have become cultural benchmarks not only within the region but also on a national scale. El Comercio is the sole sponsor of the Enfants Terrible section in the festival, as part of its commitment to bringing culture to the very young. The Journalism Workshop, which takes place in different schools, also targets youngsters. It aims to encourage interest in newspapers and to promote journalism as a profession, based on objectivity, quality, rigour, the search for truth and a solid commitment to society.
El Norte de Castilla also collaborates closely with some of the region’s most important cultural institutions. It is a member of the Association of Friends of the National Sculpture Museum, the Patio Herreriano Contemporary Art Museum and the Esteban Vicente Museum in Segovia.
77
Sports is another area of special focus for El Comercio. It sponsors competitions and activities in various sports, including the University of Oviedo Regatta, the European Baseball Championship, the Luanco Equestrian Week, the Official Horse Jumping Competition of Spain, and the Cantabrian Beach Volleyball and Beach Tennis Circuits. Additionally, it organizes the Golf Tournament, and provides ongoing assistance to the Asturias Tennis Federation by participating in all its events. El Comercio is also a monthly sponsor of Bravo Asturianísimo, a festival that aims to keep the region’s oldest cultural traditions alive. Finally, Al Norte, an art event comprised of various initiatives such as exhibitions, competitions and scholarships, completes the newspaper's participation in cultural affairs.
78
El Comercio and CSR • Gijon International Film Festival • Journalism Workshop • European Baseball Championship • Official Horse Jumping Competition of Spain • Bravo Asturianísimo
The Group’s youngest daily newspaper, La Voz de Cádiz, is no exception to Vocento’s policy of collaboration with local culture.
La Voz de Cádiz and CSR
In a joint effort with the Cadiz Press Association, Vocento and La Voz are involved in the establishment of the Casa de los Periodistas (Journalists’ Residence) in Chiclana. A residential complex that will provide a safe haven for journalists who are persecuted for their ideas or their work, the Casa de los Periodistas will operate in conjunction with the Maison des Journalistes in Paris.
• Fitur Tourism Initiative Awards
Although only two years old, La Voz has demonstrated its full commitment to the province of Cadiz since its establishment, taking part in all events that may be of interest to citizens. It is an organizer of the Fitur Tourism Initiative Awards and sponsors the historic Sanlucar horse races. It also sponsors an encounter for non-professional chirigota satirical groups, which are the heart of Cadiz’s famous carnival.
• Casa de los Periodistas (Journalists’ Residence) Chiclana
• Sanlucar Horse Races • Cultural Conferences
Valencia is the last of the list of cities in which Vocento undertakes special social action, thanks to its daily newspaper, Las Provincias. Sports events represent the greater part of the newspaper’s efforts to develop closer ties with its readers and to undertake social activity that will enrich the community. La Volta a Peu a Valencia running race, the City of Valencia Triathlon, Las Provincias Equestrian Gran Prix, the Gran Fondo Siete Aguas running race and the Las Provincias Golf Tournament are the most important events in which the newspaper participates, all of which have become increasingly popular over the years.
Las Provincias and CSR • La Volta a Peu a Valencia Running Race • Las Provincias Equestrian Gran Prix • Gran Fondo Siete Aguas Running Race • Las Provincias Golf Tournament • Cultural Conferences • Las Provincias "Valencians for the 21st Century" Awards
Like the Group’s other media, Las Provincias organized the Las Provincias "Valencians for the 21st Century" Awards. This year the newspaper also celebrated its 140th anniversary, which inspired it make a special effort in its social contribution. It did so through the dedication of special monthly journalistic coverage to current social issues. In addition, the newspaper is the benefactor of Las Provincias Multimedia Master’s Degree in Journalism.
79
• Fundación Vocento
80
81
Fundación Vocento emcompasses the Culture seminars, the El Correo Master's Degree in Journalism, the El Correo Journalism Award, the Vocento Award for Human Values, and the El Noticiero de las Ideas journal of ideas
Foundation Fundación Vocento encompasses thirteen series of culture lectures, the El Correo Master's Degree in Journalism (organised with the Basque Country University), the El Correo Español-El Pueblo Vasco Award for Journalism, the Vocento Award for Human Values, and philosophy journal El Noticiero de las Ideas. It is also involved in the summer courses at Menéndez y Pelayo International University (UIMP) and Cádiz University, and fully sponsors Cantabria University summer courses in Laredo. The Foundation's president is Enrique de Ybarra and its director is historian Fernando García de Cortázar.
82
In the lecture series, Spanish and international personalities make presentations on major social and cultural issues of relevance to the cities where the Group's newspapers are located. Those lecture series are important not only because of their popularity but also because of the prestige of the lecturers and the impact of their presentations in Vocento's newspapers and other media. Each lecture series has its own director and usually has delegations in other cities in the region, where deputy directors coordinate.
The El Correo-UPV Master's Degree in Journalism was created in 1988 and was the second of its kind in Spain. Any university graduate can take the degree, which is a one-year intensive journalism course. Students carry out paid work placemnents in a media company during the summer. The Group's various newspapers are involved in the Master's Degree and provide accommodation grants for students selected in their region. With the El Correo Español-El Pueblo Vasco Award for Journalism, the Foundation highlights journalism that disseminates the cultural, civic, ethical and democratic values of the Basque Country. In 2005, the 15,000 euro prize was won by writer Álvaro Pombo for his article “Viaje irreal a Bilbao”. Previous winners (nineteen so far) include José Carlos Mainer, Santiago González, Ferrán Gallego, Francisco Nieva, Eugenio Trías and Juan Pablo Fusi.
Vocento's Award for Human Values highlights the group's commitment to fundamental values and rights, respect for freedom, and support for ideas and culture. In 2006, Vocento's Board of Directors decided to give the Vocento Award for Human Values to Miguel Delibes. He was chosen because of his defence of freedom through journalism, his personal sensitivity to the most disadvantaged, and his love of nature throughout his brilliant career as a writer.
The Foundation also publishes a prestigious philosophy journal, El Noticiero de las Ideas, edited by Fernando García de Cortázar, which publishes articles by major contemporary thinkers. It also organises concerts and art exhibitions.
83
FINANCIAL REPORT
• Financial Statements • Annex • Consolidated Directors' Report • Audit Report
84
85
Consolidated Financial Statements VOCENTO, S.A. AND SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 AND DIRECTORS' REPORT
Translation of a report originally issued in Spanish based on our work performed in accordance with generally accepted auditing standards in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with IFRSs as adopted by the European Union (see Notes 2 and 41). In the event of a discrepancy, the Spanishlanguage version prevails.
86
CONTENTS Page Consolidated balance sheets at 31 December 2006 and 2005
88
Consolidated income statements for the years ended 31 December 2006 and 2005
89
Statement of cash flows for the years ended 31 December 2006 and 2005
90
Consolidated cash flow statements for the years ended 31 December 2006 and 2005
91
Explanatory notes to the consolidated financial statements for the years ended 31 December 2006 and 2005
92
1. Group activities 2. Basis of presentation of the consolidated financial statements and Basis of consolidation 3. Applicable legislation 4. Accounting policies 5. Use of estimatess 6. Risk management policies 7. Goodwill 8. Other intangible assets 9. Property, plant and equipment 10. Investments accounted for using the equity method 11. Financial assets 12. Inventories 13. Trade and other receivables 14. Cash and cash equivalents 15. Equity 16. Provisions 17. Trade and other payables 18. Bank borrowings 19. Deferred income 20. Other non-current payables 21. Deferred taxes and income tax expense 22. Tax receivables and payables 23. Business segment reporting 24. Revenue 25. Procurements 26. Staff costs 27. Outside services 28. Finance income 29. Finance costs 30. Net gain on disposal of non-current assets 31. Other income and expenses 32. Acquisition of subsidiaries 33. Earnings per share 34. Balances and transactions with other related parties 35. Remuneration of directors 36. Remuneration of senior executives 37. Other disclosures concerning the Board of Directors 38. Guarantee commitments to third parties 39. Fees paid to auditors 40. Authorisation for issue of the consolidated financial statements 41 Explanation added for translation to English
92 92 96 97 105 106 108 109 110 111 113 114 114 115 115 118 119 120 121 121 122 124 125 128 128 128 129 129 130 130 130 130 134 134 136 137 138 140 141 141 141
87
VOCENTO, S.A. AND SUBSIDIARIES
VOCENTO, S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER DE 2006 AND 2005 (*) (NOTES 1, 2, 3 AND 4)
CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005 (*) (NOTES 1, 2, 3 AND 5)
Thousands of Euros
Thousands of Euros ASSETS
Note
2006
2005
NON-CURRENT ASSETS:
EQUITY AND LIABILITIES EQUITY:
Intangible assets
248,713
70,735
Note
2006
15
Of the Parent
518,355
545.990
7
132,742
55,717
Share capital
24,994
24.994
Other intangible assets
8
115,971
15,018
Reserves
493,165
426.124
9
217,934
197,348
Treasury shares
(32,189)
(9)
215,393
196,055
Net profit for the year
77,565
102.881
(45,000)
(8.000)
Property, plant and equipment in use Property, plant and equipment
Interim dividend
in the course of construction
2,541
1,293
Of minority interests
Investments accounted for using the equity method
10
Financial assets
111,833
138,045
17,212
8,398
NON-CURRENT LIABILITIES:
89,701
61.534
608,236
607.524
11.a
15,951
6,339
Deferred income
Other non-current financial assets
11.b
1,261
2,059
Provisions
16
33,285
30,297
72
240
Bank borrowings
18
43,507
51,973
Deferred tax assets
21
82,025
56,937
677,789
471,703
2006
2005
24
868,928 585 2,985 872,498
791,869 572 2,013 794,454
Procurements
25
(163,627)
(161,810)
2,434
3,611
26 27
(251,932) (352,833)
(216,655) (310,409)
8y9
(41,604)
(28,154)
64,936
81,037
(6,749) 149 42,420 9,053 (6,990) 1,660 (11,960)
(362) 206 40,447 10,583 (8,110) 19,393 –
92,519
143,194
(9,952)
(28,965)
82,567
114,229
(5,002)
(11,348)
77,565
102,881
0.63
0.82
Changes in operating allowances and other Staff costs Outside services Depreciation and amortisation charge PROFIT FROM OPERATIONS
Non-current investment securities Other non-current receivables
Note Revenue Group work on intangible assets Other income
2005
Goodwill Property, plant and equipment
Thousands of Euros
19
2,617
3,273
Other non-current payables
20
41,153
51,858
Deferred tax liabilities
21
45,120
17,192
165,682
154,593
Write-down of goodwill Impairment losses on other intangible assets recognised/reversed Results of companies accounted for using the equity method Finance income Finance costs Net gain on disposal of non-current assets Other income and expenses
CURRENT ASSETS:
PROFIT BEFORE TAX
Inventories
Income tax
12
26,852
24,025
Trade and other receivables
13
217,039
154,857
Tax receivables
22
15,891
18,573
Cash and cash equivalents
14
114,730
287,499
374,512
484,954
1.052,301
956,657
CURRENT LIABILITIES: Bank borrowings
18
10,749
7,807
Trade and other payables
17
238,398
165,211
Tax payables
22
29,236
21,522
278,383
194,540
1.052,301
956,657
TOTAL EQUITY AND LIABILITIES
21
NET PROFIT FOR THE YEAR Minority interests
15
NET PROFIT ATTRIBUTABLE TO THE PARENT EARNINGS PER SHARE IN EUROS
TOTAL ASSETS
7 8 10 28 29 30 31
33
(*) The consolidated balance sheet for 2005 is presented for information purposes only.
(*) The consolidated income statement for 2005 is presented for information purposes only.
The accompanying Notes 1 to 41 and the Appendix are an integral part of the consolidated balance sheet at 31 December 2006.
The accompanying Notes 1 to 41 and the Appendix are an integral part of the consolidated income statement for the year ended 31 December 2006.
88
89
VOCENTO, S.A. AND SUBSIDIARIES
VOCENTO, S.A. AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005 (*)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005 (*) (*) Thousands of Euros Nota
Cash flows from operating activities: Profit for the year Profit for the year attributable to minority interests Adjustments forDepreciation and amortisation charge Write-down of goodwill Change in provisions Change in deferred income Results of companies accounted for using the equity method Finance costs Finance income Income tax Gain on disposal of non-current assets
2006
2005
77,565 5,002
102,881 11,348
8y9 7 16 19 10 29 28 21 30
41,455 6,749 5,665 (771) (42,420) 6,990 (9,053) 9,952 (1,660)
28,154 362 (4,511) (698) (40,447) 8,110 (10,583) 28,965 (19,393)
99,474
104,188
13 12 17
(24,756) (1,336) (31,430) (12,939)
(35,421) (4,383) (12,647) (8,524)
(70,461)
(60,975)
Cash flows from ordinary operating activities before changes in working capital: (Increase)/Decrease in trade and other receivables (Increase)/Decrease in inventories Increase/(Decrease) in current operating liabilities Income taxes paid Net cash flows from operating activities (I)
29,013
43,213
(10,374) (24,446) 1,800 (122,866) 2,975 – 6,062 4,758 8,726 39,631
(6,828) (13,212) – (47,907) – 212 5,344 36,376 9,780 27,204
(93,734)
10,969
(6,990) (8,874) (1,128) (64,874) (32,180)
(3,378) 29,553 3,163 (30,852) -
Net cash flows from (used in) financing activities (III)
(114,046)
(1,514)
Net increase/decrease in cash and cash equivalents (I+II+III) Cash and cash equivalents contributed by the companies acquired Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
(178,767) 5,998 287,499 114,730
52,668 421 234,410 287,499
Cash flows from investing activities: Investments in intangible assets Investments in property, plant and equipment Increase/(Decrease) in payables to tangible and intangible asset suppliers Investments in subsidiaries and associates Increase/(Decrease) in accounts payable due to acquisition of associates Investments in financial assets Proceeds from the disposal of property, plant and equipment and intangible assets Proceeds from the disposal of financial assets Interest received Dividends received
8 9 17 7
Net cash flows from (used in) investing activities (II) Cash flows from financing activities: Interest paid Cash inflows (outflows) relating to non-current bank borrowings Cash inflows (outflows) relating to current bank borrowings Dividends paid Cash outflows due to acquisition of treasury shares
18 18
Thousands of Euros Of the Parent Legal Reserve of the Parent
Share Capital
Balance at 1 January 2005 Distribution of 2004 profit Dividends paid to minority interests Final dividend 2005 interim dividend Profit for the year Business combinations Transactions with minority interests Other Balance at 31 December 2005 Distribution of 2004 profit Dividends paid to minority interests Final dividend 2006 interim dividend Income and expenses recognised in reserves Profit for the year Treasury share acquisitions Business combinations Transactions with minority interests Other Balance at 31 December 2006
Other Reserves of the Parent
Reserves at Consolidated Companies
Treasury Shares
Net Profit for the Year
Interim Dividend
Of Minority Interests
Total Equity
24,994
4,999
70,613
267,492
(9)
140,875
(25,000)
58,991
542,955
–
–
46,882
68,993
–
(140,875)
25,000
–
–
– – – – –
– – – – –
– (14,000) – – –
– – – – –
– – – –
– – 102,881 –
– – (8,000) – –
(8,852) – – 11,348 -
(8,852) (14,000) (8,000) 114,229 –
– –
– –
– –
(18,706) (149)
– –
– –
– –
(210) 257
(18,916) 108
24,994
4,999
103,495
317,630
(9)
102,881
(8,000)
61,534
607,524
–
–
32,427
62,454
–
(102,881)
8,000
–
–
– – –
– – –
– (17,000) –
– – –
– – -
– – -
– – (45,000)
(9,874) – –
(9,874) (17,000) (45,000)
– – – –
– – – –
(460) – – –
605 – – 5,436
– – (32,180) –
– 77,565 – –
– – – –
99 5,002 – 33,031
244 82,567 (32,180) 38,467
– –
– –
– –
(16,831) 410
– –
– –
– –
56 (147)
(16,775) 263
24,994
4,999
118,462
369,704
(32,189)
77,565
(45,000)
89,701
608,236
(*) The consolidated statement of changes in equity for 2005 is presented for information purposes only. The accompanying Notes 1 to 41 and the Appendix are an integral part of the consolidated statement of changes in equity for the year ended 31 December 2006.
(*) The consolidated cash flow statement for 2005 is presented for information purposes only. The accompanying Notes 1 to 41 and the Appendix are an integral part of the consolidated cash flow statement for the year ended 31 December 2006.
90
91
The Group has opted to account for all the companies over which it exercises joint control with the other shareholders using the equity method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006
ii. Both intangible assets and the assets recognised under “Non-Current Assets - Property, Plant and Equipment” may be measured at market value or acquisition cost adjusted for any accumulated depreciation and any accumulated impairment losses. The Group opted to recognise the aforementioned assets at adjusted acquisition cost.. iii. Grants related to assets may be recognised by deducting from the carrying amount of an asset the amount of the grants related to assets received to acquire it or these grants may be presented as deferred income under liabilities on the balance sheet.
1. GROUP ACTIVITIES Vocento, S.A. was incorporated for an indefinite period of time on 28 June 1945. Its company objects per its bylaws are the publication, distribution and sale of unitary publications, whether periodical or otherwise, dealing with general, cultural, sports, artistic and any other information, the printing of such publications and the operation of printing workshops and, in general, any other activity related to the publishing and graphic arts industry; the setting-up, use and operation of radio and television stations and any other facilities for the broadcasting, production and promotion of audiovisual media, as well as the production, publishing and distribution of disks, cassettes, recorded tapes, films, programmes and any other devices or means of communication of any type; the ownership, acquisition, sale and performance of acts of administration and disposal by any means of shares, securities, and investments in companies engaging in any of the aforementioned activities, and, in general, in any other activity directly or indirectly related to the aforementioned activities which is not prohibited by the legislation currently in force. All the activities making up the aforementioned company objects can be carried on both in Spain and abroad, and may be carried on, either totally or partially, indirectly through the ownership of shares or other equity interests in companies with identical or similar company objects (see Notes 10, 11 and the Appendix). The shareholders at the Annual General Meeting held on 17 March 2001 resolved to change the Company’s corporate name from Bilbao Editorial, S.A. to Grupo Correo de Comunicación, S.A. On 26 November 2001, as a result of the merger by absorption of Prensa Española, S.A., the shareholders at an EGM resolved to change the Company’s corporate name to Grupo Correo Prensa Española, S.A. Lastly, shareholders at the Annual General Meeting held on 29 May 2003 resolved to change the Company’s corporate name to Vocento, S.A. (“the Parent”). The Parent’s registered office is located in Madrid, at calle Juan Ignacio Luca de Tena, nº 7. The tax domicile is located at the Polígono Industrial de Torrelarragoiti, Barrio de San Martín, Zamudio, Vizcaya In view of the activities carried on by the Group, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the consolidated financial statements.
The Group opted for the latter. iv. It was decided not to reconstruct business combinations prior to 1 January 2004, by applying IFRS principles. b. Changes in basis of segmentation In 2006 the Parent’s directors modified the basis of segmentation as a result of the changes in the management information they receive (see Note 23), since its organisational units were adapted to changes in the markets. For the purpose of being able to compare the information for 2006, the information for 2005 is presented in accordance with the new basis of segmentation. c. Public offering On 23 May 2006, the Parent’s directors resolved: • To request admission to official listing of all the Company’s shares on the Bilbao, Madrid, Barcelona and Valencia Stock Markets and on the continuous market (Spanish computerised trading system). • To launch a public offering of the Group’s shares. The process was completed on 8 November 2006 with the admission to public listing of the Parent’s shares. The cost of the public offering amounted to approximately EUR 12,642 thousand. EUR 11,960 thousand of this amount is recognised under “Other Income and Expenses” in the consolidated income statement (see Note 31) and EUR 460 thousand is recognised under “Other Reserves of the Parent” in the accompanying consolidated balance sheet for 2006, net of the related tax effect. “Other Income and Expenses” in the consolidated income statement also includes EUR 3,500 thousand relating to the discounted value of the annuity income granted to the Chairman as a result of the admission to listing of Vocento, S.A.’s shares (see Notes 4-j and 16). d. Basis of consolidation The subsidiaries over which the Group exercises control were fully consolidated.
2. BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AND BASIS OF CONSOLIDATION a. Accounting standards applied The Group's consolidated financial statements for 2006 were formally prepared by the directors of Vocento, S.A. in accordance with International Financial Reporting Standards (“IFRSs”) as approved by the European Union, pursuant to Law 62/2003, of 30 December. The Group's consolidated financial statements for 2005 were approved by the shareholders at the Annual General Meeting on 23 May 2006. IFRSs permit certain alternative treatments in their application, which include most notably the following: i. Interests in joint ventures may be proportionally consolidated or accounted for using the equity method, using the same policy for all interests in joint ventures held by the Group.
92
The Group considers that it exercises control over a company when it has sufficient power to govern its financial and operating policies so as to obtain benefits from its activities. The jointly controlled entities managed by the Group jointly with other companies were accounted for using the equity method. The companies not included in the preceding paragraph over which one or several Group companies exercise significant influence are accounted for using the equity method, except when they are classified as being held for sale. Significant influence is deemed to exist when the power to participate in the financial and operating decisions of an investee is held. Significant influence is presumed to exist when an interest of at least 20% is held. However, the ownership interest in the Gestevisión Telecinco Group, which at 31 December 2006 and 2005, was 13%, was accounted for using the equity method because there is a shareholders' agreement with the majority shareholder that affords the Group certain rights indicative of a lasting relationship that contributes to the activity of the associate and of a notable influence over management. Furthermore, in 2006 the Group acquired an ownership interest of 26.68% of the share capital of Maxi Press Comunicación, S.A. which, by virtue of the Shareholders’ agreement with one of the shareholders that enables Vocento to exercise control, is fully consolidated (see Note 32).
93
The Appendix to the consolidated financial statements includes a detail of subsidiaries and associates. The consolidation of the Group’s operations was carried out in accordance with the following basic principles: 1. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values. Any excess of the cost of acquisition of the subsidiary over the fair values of the aforementioned assets and liabilities relating to the Group’s ownership interest in the subsidiary is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the assets and liabilities is recognised with a credit to the consolidated income statement. The results of subsidiaries acquired or disposed of in the year are included in the consolidated financial statements from their effective date of acquisition or until the effective date of disposal. 2. Although goodwill arising on business combinations is not amortised, it is reviewed, at least once a year, in order to ascertain whether an impairment loss should be recognised. 3. Purchases and sales of minority interests in companies that are and continue to be subsidiaries both prior and subsequent to the purchase or sale are considered to be transactions between shareholders and, therefore, the payments made will be recognised in the Group’s equity (see Note 15). 4. The result of accounting for ownership interests using the equity method (after eliminating results on intra-Group transactions) is reflected under the headings "Equity - Reserves" and “Results of Companies Accounted for Using the Equity Method” in the accompanying consolidated balance sheet and consolidated income statement, respectively. The equity method consists of initially recognising the investment at cost and subsequently adjusting it, based on the changes in the portion of the entity’s net assets that corresponds to the investor, recognising in the investor’s profit or loss the corresponding portion of the investee’s result for the year. 5. The share of minority interests in the equity and in the profit or loss of fully consolidated subsidiaries is presented under the headings "Equity - Of Minority Interests" on the liability side of the accompanying consolidated balance sheet and "Minority Interests" in the accompanying consolidated income statement, respectively. 6. The financial statements of foreign entities were translated to euros by applying the year-end exchange method. Under this method, all the assets, rights and obligations are translated to euros using the exchange rates prevailing at the date of the consolidated financial statements, the average exchange rates for the year to the consolidated income statement items and the historical exchange rates at the date of acquisition (or the average exchange rate in the year of origin in the case of retained earnings to equity, provided that there are no significant transactions that make the use of the average exchange rates inappropriate). 7. All the balances and transactions between the fully consolidated companies were eliminated on consolidation e. Changes in the scope of consolidation The percentages of ownership of other companies at 31 December 2006 and 2005 were as follows:
Percentage of direct and indirect ownership Company Printed media Prisma Publicaciones 2002, S.L. Federico Doménech, S.A. Taller de Editores, S.A. Legal Informatic, S.L. Gala Ediciones, S.L.
31.12.06
31.12.05
Percentage of of control (**) 31.12.06
31.12.05
– 57.42% 76.04% 45.63% 76.04%
32.74% 36.42% 66.81% – 33.41%
– 57.42% 76.04% 60.00% 100.00%
49.00% 36.42% 66.81% – 50.00%
Audiovisua Sociedad Gestora de Televisión Net TV, S.A. La Verdad Radio y Televisión, S.L. Tripictures, S.A. Rioja Televisión, S.A. Euro TV Poland, Sp. zo.o. Hill Valley, S.L. Las Provincias Televisión, S.A. Avista Televisión de Andalucía, S.L. Proviradio, S.L. Radio Difusión Torre, S.A. Radio LP, S.L.U. Grupo Europroducciones, S.A. Europroducciones TV, S.L. Europroduzione, S.R.L. Europroducciones TV Portugal-Produçoes Audiovisuais, Lda. IDD Publicidad, S.L. Euroservice Servicios Técnicos de TV, S.L. Euro Ficción, S.L.
53.22% 63.49% 56.67% 46.04% 79.72% 55.73% 57.42% 100.00% 57.42% 29.28% 57.42% 85.00% 79.72% 79.73% 79.68% 84.29% 84.97% 84.58%
47.75% 59.80% – 47.68% – – 36.42% – 36.42% 18.57% 36.42% 59.50% 55.81% 55.80% 54.69% 59.01% 59.48% 59.20%
70.27% 65.05% 66.67% 78.14% 100.00% 69.91% 100.00% 100.00% 100.00% 51.00% 100.00% 100.00% 93.79% 100.00% 100.00% 99.17% 99.97% 100.00%
65.86% 61.26% – 74.14% – – (*) – (*) (*) (*) 70.00% 93.79% 100.00% 100.00% 99.17% 99.97% 100.00%
Internet Advernet, S.L. Desarrollo de Clasificados, S.L. Habitatsoft, S.L. Valenciana Ed. Interactiva, S.L. Infoempleo, S.L. Maxi Press Comunicación, S.A. Unión Operativa de Autos, S.L. Holding de Portales de Motor, S.L. ABC Sevilla Digital, S.L.
69.07% 100.00% 60.29% 57.42% 51.00% 26.68% 40.80% 51.00% 99.99%
59.51% – – 36.42% – – – – –
69.07% 100.00% 60.29% 100.00% 51.00% 26.68% 80.00% 51.00% 100.00%
59.51% – – (*) – – – – –
Other businesses Printolid, S.L.U. Rotodomenech, S.L. Fiesta Alegre, S.L. Cableedición, S.L. 555 Unimedia, S.L. Fundación Colección ABC Guadalprint Impresión, S.L.
100.00% 57.42% 57.42% 40.19% 57.42% 99.99% 65.00%
36.42% 36.42% 25.49% 36.42% -
100.00% 100.00% 100.00% 70.00% 100.00% 100.00% 100.00%
– (*) (*) (*) (*) -
57.42%
36.42%
100.00%
(*)
Structure Comercializadora de Medios LP Multimedia, S.L.U.
(*) Subsidiary of a Parent over which control is not exercised (**) This percentage refers to the direct percentage held by the company of which it is a subsidiary
94
95
3. APPLICABLE LEGISLATION Television The Law accompanying the 2003 Budget Law established that natural or legal persons that own, directly or indirectly, 5% or more of the share capital or voting power of a public television service concession operator may not hold significant ownership interests in any other public television service concession operator that has the same range of coverage within the same franchise area. The Group holds significant ownership interests in Gestevisión Telecinco, S.A. (see Note 10) and Sociedad Gestora de Televisión Net TV, S.A., both with national coverage, the former with an analogue TV licence and the latter with a digital terrestrial licence. Law 10/2005, of 14 June, on urgent measures to foster digital terrestrial television amended the private television channel law, making it possible to own simultaneously investments in a concession holder that broadcasts an analogue signal and in another that uses exclusively digital broadcasting technology, until the so-called “analog switch off”, which means that until then the Group is not in a situation of legal incompatibility due to its ownership interests in Telecinco and NET TV.
2. Specific analogue radio legislation: the various Autonomous Community Government Decrees regulating the concession system for the FM radio broadcasting public service. 3. Specific digital radio legislation: Order of 23 July 1999 regulating the Technical Regulations for the provision of digital terrestrial radio broadcasting services and the Additional Provision Forty-four of Law 66/1997, of 30 December, on Tax, Administrative, Labour and Social Security Measures. The Group holds two national digital radio licences through E-Media Punto Radio, S.A.U. and Corporación de Medios Radiofónicos Digitales, S.A., with and without local connections respectively, for which it submitted guarantees securing the fulfilment of certain obligations (see Note 38). Given the scant development of the technology, the directors consider that certain risks exist in relation to the obligations assumed and, therefore, the Group has recorded a provision of EUR 4,858 thousand in this connection (see Note 16). Also, certain Group companies hold various analogue radio broadcasting licences. These licences are used to broadcast the programmes of the Group's radio station under the trade name of “Punto Radio”. In order to broadcast in areas in which the Group does not hold the related licence, association agreements have been signed with licence holders in these areas.
The local television broadcasting activities carried on by certain Group companies are regulated by Law 41/1995, of 22 December, on Local Television Broadcasting by Means of Terrestrial Waves and by General Telecommunications Law 32/2003, of 3 November. Pursuant to these Laws, the relevant concession must be obtained in order to provide local television services by means of terrestrial waves. The procedures for reserving and assigning frequencies have been established in Royal Decree 439/2004, of 12 March, which approved the Spanish National Technical Plan for local digital television, subsequently revised by Law 10/2005 on urgent measures to foster digital terrestrial television and Royal Decree 944/2005, of 29 June, which approved a new Technical Plan for digital terrestrial television. In any case, it is the Autonomous Community Governments which will implement, within the scope of their powers, the regulations that will provide for the procedures for the assignment of the Local Television Service, establishing the necessary requirements and formalities. Of special note is the fact that the local television channels that obtain the appropriate licence will be able to continue broadcasting using analogue technology until 31 December 2008, provided that these were subject to the single transitional provision of Law 41/1995, or, put another way, that they were broadcasting prior to 1 January 1995. The deadline for all the Autonomous Community Governments to hold calls for tender and award concessions for local digital television was 30 June 2006, which was not met by certain Autonomous Community Governments. However, the Central Government is empowered to change the date of 31 December 2008 on the basis of the stage of development and penetration of digital terrestrial television broadcasting technology. At the date of preparation of these consolidated financial statements, a tender was called to award concessions for local digital terrestrial television in all the Autonomous Communities except Castilla y León and Castilla-La Mancha, and a decision is yet to be taken in Cantabria, the Basque Country, the Canary Islands, Andalucía and Extremadura. Vocento is present in the world of Digital Terrestrial Television (DTT) on an autonomous (A) or local (L) scale in: Madrid (A), Comunidad Valenciana (A), Murcia (A), La Rioja (A), Barcelona (L), Gijón (L), Oviedo (L), Avilés (L) and Torrent (L) (the latter is currently being sold in order to comply with Private Television Law). Radio To identify the legislation applicable to radio broadcasting, a distinction must be drawn between the basic legislation applicable to both digital and analogue radio and the specific regulations governing digital and analogue radio broadcasting 1. Basic legislation common to digital and analogue radio: a. Articles 25, 26, 36.2 and the Additional Provision Six of Telecommunications Law 31/1987, of 18 December 1987. b. General Telecommunications Law 32/2003, of 3 November. Basic legislation applicable to analogue and digital radio, i.e. the Spanish National Technical Plans:
4. ACCOUNTING POLICIES The principal accounting policies used in preparing the consolidated financial statements were as follows: a. Goodwill Goodwill arising on consolidation represents the difference between the price paid in acquiring the fully consolidated subsidiaries and the portion corresponding to the Group's share of the market value of the items making up the net assets of those companies at the date of acquisition. If the acquisition cost is subject to future variables, the changes in these variables modify goodwill. Goodwill arising in the acquisition of companies with a functional currency other than the euro is translated to euros at the exchange rates prevailing at the date of the consolidated balance sheet. At the end of each reporting period, goodwill is reviewed for impairment (i.e. a reduction in its recoverable amount below its carrying amount) and impairment is written down with a charge to “Write-down of Goodwill” in the accompanying consolidated income statement (see Note 7). b. Other intangible assets The measurement basis used for the various items making up “Non-Current Assets - Other Intangible Assets” in the accompanying consolidated balance sheet (see Note 8) and the related amortisation methods were as follows: Intellectual property Intellectual property assets are measured at the amounts actually paid for the acquisition of title to or the right to use trademarks, and they are amortised on a straight-line basis over their estimated useful lives. Computer software This account includes the cost of acquiring, installing and licensing the computer software acquired, which starts to be amortised over the estimated period of use when it comes into service. Computer system maintenance costs are recognised with a charge to the consolidated income statement for the year in which they are incurred.
a Royal-Decree 169/1989, of 10 February, approving the Spanish National Technical Plan for FM radio broadcasting. b Royal-Decree 1388/1997, of 5 September, approving an increase in frequencies for indirect management of radio stations, within the Spanish National Technical Plan for FM radio broadcasting.
The other intangible asset amortisation charge is recognised under "Depreciation and Amortisation Charge" in the accompanying consolidated income statement.
c Royal-Decree 964/2006, of 1 September, on the Spanish National Technical Plan for VHF radio broadcasting. d Royal-Decree 1287/1999, of 23 July, regulating the Spanish National Technical Plan for digital terrestrial radio broadcasting.
96
97
Film scripts and productions • Film productions The costs incurred by the Group in the making of audiovisual productions are recognised as intangible assets. They are measured at production cost, less, where appropriate, the non-refundable contributions of co-producers. Production overheads are recognised under "Other Intangible Assets - Film Productions in Progress" in the consolidated balance sheet with a credit to "Group Work on Intangible Assets" in the consolidated income statement. The cost of finished productions is amortised on a straight-line basis over three years, since this is considered to be the approximate period over which they will generate revenue, from the time they are ready to generate economic benefits.. • Film scripts This account includes the amounts capitalised, at acquisition cost, in connection with the expenditure on the analysis and development of new projects. The scripts can be acquired or generated internally. In the first case they are measured at cost of acquisition, and in the second they are measured as explained in the section "Internally Generated Intangible Assets - Research and Development Expenditure". In both cases they are amortised over their estimated useful lives. Internally generated intangible assets - Research and development expenditure Expenditure on research activities is recognised as an expense in the year in which it is incurred..
“Plant and Machinery” includes EUR 5,545 thousand relating to the historical and artistic heritage of Diario ABC, S.L., made up of its graphic and documentary archive and a collection of paintings and sketches by artists who contributed to the publications ABC and Blanco y Negro. In the opinion of the specialists consulted, this historical and artistic heritage has not suffered any effective impairment and, therefore, it is not depreciated. The fair value of this heritage is higher than the amount recognised in the consolidated balance sheet. The property, plant and equipment depreciation charge for 2006 and 2005 is recognised under "Depreciation and Amortisation Charge" in the accompanying consolidated income statements. d. Impairment of assets At each balance-sheet date, the Group reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). For such purposes, in the case of an identifiable asset that itself does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment losses recognised for an asset in prior years are reversed when there is a change the estimates concerning its recoverable amount, increasing the value of the asset up to the limit of the carrying amount that the asset would have had no impairment loss been recognised for the asset, except in the case of impairment losses recognised for goodwill, which must not be reversed in a subsequent period.
Development expenditure is recognised as an internally generated intangible asset only if the following conditions are met: e. Finance leases • the asset created can be identified • it is probable that the asset created will generate future economic benefits; and • the development cost of the asset can be measured reliably. Internally generated intangible assets are amortised over their useful lives. When no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the year in which it is incurred. Film distribution rights • Television distribution These costs are recognised an intangible assets and are amortised when broadcasting begins, in accordance with the expected pattern of consumption of the future economic benefits from such rights.. • Cinema and DVD distribution These costs are recognised under “Trade and Other Receivables – Other Accounts Receivable” (see Note 13), since the period over which they will produce revenue and, therefore, the period over which they will be allocated to expense is shorter than one year, and they are allocated to the consolidated income statement in accordance with the agreements signed with the producers.
The Group classifies as finance leases the leases which transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognised in the non-current asset category that corresponds to their nature and function. Each asset is depreciated over its useful life since the Group considers that there are no doubts that title to the assets will be acquired at the end of the finance lease term. They are measured at the lower of the leased asset's fair value and the present value of the future lease payments. “Property, Plant and Equipment” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 include EUR 834 thousand and EUR 1,303 thousand, respectively, relating to assets held under finance leases. The charges arising under operating lease agreements are charged to the consolidated income statement on an accrual basis over the life of the agreement. f. Inventories Inventories, mainly paper for printing the related newspapers, are stated at the lower of FIFO and net realisable value. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase. The rebates recognised in profit or loss are classified under “Change in Operating Allowances and Other” in the accompanying consolidated income statement. g. Financial instruments
c. Property, plant and equipment
Financial assets
Property, plant and equipment are stated at cost, which includes, in addition to their purchase price, non-recoverable indirect taxes and any other costs related directly to the entry into service of the asset for its intended use.
Financial assets are initially recognised at acquisition cost, including transaction costs.
In accordance with the exceptions permitted under IFRS 1, certain items acquired prior to 1 January 2004 are measured at cost revalued in accordance with the applicable legislation (see Note 9).
The Group classifies its financial assets, whether current or non-current, in the following four categories: • Held-for-trading financial assets. These assets meet any of the following conditions:
The costs of expansion, modernisation or improvements leading to increased productivity, capacity or efficiency or to a lengthening of the useful life of the assets, are capitalised.
- The Group expects to obtain a profit from short-term fluctuations in their prices.
Period upkeep and maintenance expenses are charged to the consolidated income statement.
- They have been included in this category of assets since their initial recognition, provided that they are either listed on an active market or their fair value can be estimated reliably.
The Group depreciates property, plant and equipment by the straight-line method at rates based on their estimated useful lives.
98
The financial assets included in this category are measured in the consolidated balance sheet at fair value and changes in fair value are recognised under “Finance Costs” and “Finance Income” , as appropriate, in the consolidated income statement.
99
The Group includes in this category derivative financial instruments that do not qualify for hedge accounting, as established by IAS 39 Financial Instruments. At 31 December 2006 and 2005, the Group did not have any financial assets of this nature. • Held-to-maturity investments. These are financial assets with fixed or determinable payments and fixed maturity that the Group has the positive intention to hold until the date of maturity. The assets included in this category are measured at amortised cost, and the interest income is recognised in profit or loss on the basis of the effective interest rate. The assets are also tested for impairment. The amortised cost is understood to be the initial cost minus principal repayments, plus or minus the cumulative amortisation of any difference between the initial amount and the maturity amount, and minus any reduction for impairment or uncollectibility. The effective interest rate is the discount rate that, at the date of acquisition of the asset, exactly matches the initial carrying amount of a financial instrument to all its estimated cash flows of all kinds through its residual life. At 31 December 2006 and 2005, the Group did not have any financial assets of this nature. • Loans and receivables. These are financial assets originated by the companies in exchange for supplying cash, goods or services directly to a debtor. The assets included in this category are also measured at amortised cost and are tested for impairment. The Group analyses the solvency of its customers before extending credit to them. It also monitors trade receivables closely in order to identify collection problems, and reduces the carrying amount of the accounts to their recoverable amount in the event of doubtful debts. • Available-for-sale financial assets. These are financial assets not classified in any of the aforementioned three categories, nearly all of which relate to equity investments. These investments are measured in the consolidated balance sheet at their fair value, which, in the case of unlisted companies, is obtained using alternative methods such as comparison with similar transactions or, if sufficient information is available, discounting the expected cash flows. Changes in fair value are recognised with a charge or a credit to “Equity - Reserves” in the consolidated balance sheet until the asset is disposed of, at which time the cumulative balance of this heading relating to the asset disposed of is recognised in full in the consolidated income statement. Equity investments in unlisted companies whose market value cannot be reliably measured are measured at acquisition cost. Group Management determines the most suitable classification for each asset on acquisition, which is reviewed at each year-end. Cash and cash equivalents This heading in the consolidated balance sheet includes cash, current accounts and other short-term, highly liquid investments that are not subject to any risk of changes in value. Debentures, bonds and bank borrowings Interest-bearing loans, debentures and similar liabilities are initially recognised for the proceeds received, net of direct issue costs, under “Bank Borrowings” in the consolidated balance sheet. Finance charges are recognised in the consolidated income statement on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Also, payables under finance lease agreements are recognised at the present value of the lease payments under the same heading. h. Financial derivatives and hedge accounting
i. Current/Non-current assets and liabilities classification In the accompanying consolidated balance sheet, assets and liabilities maturing within 12 months are classified as current items and those maturing within more than 12 months are classified as non-current items. j. Pension and similar obligations At 31 December 2006, the Group had externalised all the pension obligations to employees, in accordance with Royal-Decree 1588/1999, of 15 October. The detail of these obligations, which are both defined benefit and defined contribution obligations, is as follows: Defined benefit The main defined benefit obligations assumed by the Group are to supplement retirement and/or death of spouse pensions for its employees. These obligations are covered through insurance policies, in accordance with the related actuarial studies, performed on a case-by-case basis and using, among other assumptions, an assumed interest rate of between 3% and 4.5%, GRM/F - 95 and PERM/F2000P mortality tables and a long-term annual salary increase rate of approximately 3%. Defined contribution The detail of the main defined contribution obligations assumed by the Group is as follows: • For the Group's executives, an annual fixed amount is to be contributed on the basis of previously defined categories. For each year the Group reserves the right to determine whether or not the relevant contributions will be made. This obligation is instrumented through an insurance policy. • For certain Group employees, a percentage of the pensionable salary of each eligible employee is to be contributed to a pension plan. Employees hired after 9 May 2000 are subject to a two-year waiting period before they can decide whether or not to join the pension plan. The net level premium reserves assigned to these obligations at 31 December 2006 and 2005, amounted to EUR 10,979 thousand and EUR 11,147 thousand, respectively, which, in the opinion of the Directors, are similar to the related insurance policy funds. The premiums paid in 2006 and 2005 for all these obligations amounted to EUR 2,721 thousand and EUR 2,569 thousand, respectively, and are recognised under “Staff Costs” in the accompanying consolidated income statements for 2006 and 2005 (see Note 26). Other obligations The collective labour agreements of certain Group companies establish the obligation to pay certain long-service bonuses to their employees on completion of 20, 30 and 40 years of service at the company. At 31 December 2006 and 2005, to cover the liability incurred in this connection, including the obligation to the Chairman of the Board of Directors as a result of the admission to listing of the Parent’s shares (see Note 2-c), the Group recognised provisions, which were calculated based on actuarial criteria, using, among other assumptions, a discount rate of 2.25%, GRM/F95 mortality tables and a long-term salary growth rate of 3.5%, amounting to approximately EUR 9,062 thousand and EUR 4,708 thousand, respectively, under “Provisions” on the liability side of the accompanying balance sheet (see Note 16). The period provision to cover these obligations, except for the obligation to the Chairman as a result of the admission to listing of the Parent’s shares (see Note 2-c), was recognised with a charge of EUR 394 thousand and EUR 301 thousand to “Staff Costs” in the accompanying consolidated income statements for 2006 and 2005, respectively (see Note 26).
The financial derivatives held by Vocento relate to hedges aimed at mitigating the Group’s exposure to foreign exchange risk. k. Treasury shares They are initially recognised at cost of acquisition in the consolidated balance sheet and the necessary valuation adjustments are subsequently made to reflect their fair value at all times. In the case of fair value hedges, changes in the fair value of the derivative financial instruments designated as hedges and the changes in the fair value of the hedged item caused by the risk hedged are recognised with a charge or credit, as appropriate, to the consolidated income statement, so that “Finance Income” and “Finance Costs” include simultaneously the income or expense from the hedged item and the hedging instrument, respectively. The Group treated as fair value hedges the foreign exchange hedges relating to assets and liabilities recognised in the balance sheet. In this regard, at 31 December 2006 the Group had recognised a liability of EUR 756 thousand under “Bank Borrowings” (see Note 18) in the accompanying consolidated balance sheet, relating to the fair value of the foreign exchange hedge arranged to hedge certain accounts receivable in US dollars. The fair value of this liability at 31 December 2006 was EUR 11,057 thousand. The consolidated income statement for the year then ended includes an expense of EUR 146 thousand under “Finance Costs” (see Note 29) in this connection, due to changes in the fair value of this derivative since it was arranged by the Group.
100
At year-end the Group's treasury shares are recognised at acquisition cost and are deducted from “Equity - Treasury Shares” in the consolidated balance sheet. As a result of the admission to listing of its shares, the Company acquired 11,910,127 treasury shares, with a view to launching a public offering at a price of EUR 14 per share, with the commitment to pay the difference between this price and that established for the minority tranche in the admission to listing. On completion of the public offering and corresponding settlement, Vocento held 2,224,675 shares, i.e. 1.78% of its share capital, with an acquisition cost of EUR 14.47 per share, once the definitive price became known (see Note 15). In accordance with the agreements entered into by Vocento and its offering shareholders regarding the non-transfer of shares, Vocento is required to hold these shares until at least 8 November 2007.
101
l. Other provisions
Revenue from the sale of services.
A distinction is drawn between:
The principal services provided by Vocento include the distribution of press and other products, the sale of advertising space, newspaper printing, Internet connection services or technical counselling on audiovisual productions. Revenue from the rendering of services is measured at the fair value of the consideration received or receivable for the services provided, net of discounts, VAT and other taxes.
• Provisions: present obligations at the balance sheet date arising from past events which are uncertain as to their amount and/or timing. • Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the consolidated companies; or possible obligations, whose occurrence is unlikely or whose amount cannot be reliably estimated. The Group's consolidated financial statements include all the material provisions with respect to matters for which it is considered that it is more likely than not that the obligation will have to be settled and whose amount can be measured reliably. Contingent liabilities are not recognised in the consolidated financial statements but rather are disclosed, except for those which arise in business combinations (see Note 2-d)
Revenue from the assignment of film screening rights. This revenue is recognised on a straight-line basis over the term of the assignment. Consequently, advances received on this revenue are recognised under “Trade and other payables” (see Note 17). Revenue from television productions. The Group recognises this revenue by reference to the stage of completion and the estimated end margin based on the selling price agreed on.
Provisions, which are quantified on the basis of the best information available on the consequences of the event giving rise to them and are reviewed and adjusted at the end of each year, are used to cater for the specific obligations for which they were originally recognised. Provisions are fully or partially reversed when such obligations cease to exist or are reduced.
Revenue from box-office takings from film productions.
At 31 December 2006 and 2005, there were no unrecognised material contingent liabilities or provisions (see Note 16).
Interest income and dividend income
m. Grants
Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's carrying amount.
The Group companies account for grants received as follows:
Dividend income from investments is recognised when the shareholder's rights to receive payment have been established.
Revenue from box-office takings from showing films in cinemas is recognised when the film starts to be commercially exploited as soon as the settlement document has been received from the distributor.
• Grants related to assets are measured at the amount granted and are recognised as deferred income and allocated to income in proportion to period depreciation of the assets financed by these grants (see Note 19).
ñ. Expense recognition
• Grants related to income are recognised as income when they are granted.
An expense is recognised in the income statement when there is a decrease in the future economic benefits related to a reduction of an asset, or an increase in a liability, which can be measured reliably. This means that an expense is recognised simultaneously to the recording of the increase in a liability or the reduction of an asset.
In 2006 and 2005, the Group allocated to income EUR 2,985 thousand and EUR 2,013 thousand, respectively, with a credit to "Other Income" in the accompanying 2006 and 2005 consolidated income statements. n. Revenue recognition Revenue from the sale of goods. The principal goods sold by the Group are newspapers, magazines and promotional products, the revenue from which is measured at the fair value of the consideration received or receivable for the goods provided in the normal course of business, net of discounts, VAT and other taxes. Sales of goods are recognised when substantially all the risks and rewards have been transferred.
An expense is recognised immediately when a disbursement does not give rise to future economic benefits or when the requirements for recognition as an asset are not met. Also, an expense is recognised when a liability is incurred and no asset is recognised, as in the case of a liability relating to a guarantee. o. Volume rebates The Group companies grant volume rebates to their customers, mainly advertising agencies, on the basis of sales made and the related expenses are deferred and recognised on an accrual basis. The accounts payable arising from the aforementioned volume rebates are recognised under “Current Liabilities - Trade and Other Payables" on the liability side of the accompanying consolidated balance sheet. The amount of the volume rebate to be offset against accounts receivable from the related advertising agencies is therefore deducted from the balance of “Current Assets - Trade and Other Receivables" in the accompanying consolidated balance sheet (see Note 13). p. Income tax The income tax expense is recognised using the balance sheet liability method. This method consists of determining the deferred tax assets and liabilities on the basis of the differences between the carrying amounts of assets and liabilities and their tax base, using the tax rates that can objectively be expected to apply in the period when the asset is realised or the liability is settled. Deferred tax assets and liabilities arising from charges or credits made directly to equity accounts are also recognised with a charge or credit to equity.
102
103
The Group only recognises deferred tax assets if it is considered probable that there will be sufficient future taxable profits against which they can be utilised.
t. Dividends
Double taxation and other tax credits and income tax relief deriving from economic events occurring in the year are deducted from the accrued income tax expense, unless there are doubts as to whether they will be realised.
The interim dividend approved by the Board of Directors in 2006 is deducted from the Group's equity. However the final dividend proposed by the Board of Directors of Vocento, S.A. for approval by the shareholders at the Annual General Meeting will not be deducted until it has been approved by the latter.
q. Share-based payment
u. Foreign currency transactions
On 5 September 2006, the shareholders at the Annual General Meeting resolved to approve an incentive plan, tied to the value of Vocento’s shares, targeted at Vocento’s executive directors, senior executives and executives, who total 66. The plan consists of the establishment of a single variable remuneration payment in cash and tied to the performance of the share price over a period of three years from the date on which the Company’s shares were admitted to listing and conditional upon the achievement of a given increase in the Group’s EBITDA, with a cash amount corresponding to each management level.
The Group's functional currency is the euro. Therefore, transactions in currencies other than the euro are deemed to be “foreign currency transactions” and are recognised by applying the exchange rates prevailing at the date of the transaction.
The amount of the variable remuneration will be equal to the result of multiplying the number of reference shares corresponding to the executive, by the positive difference between the share flotation price and the share price three years later, adjusted by a factor which depends on the degree to which the EBITDA increase target is met.
On consolidation, the assets and liabilities of the Group's foreign operations are translated to euros at the exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly. Any translation differences arising are classified as equity. Such translation differences are recognised as income or as expenses in the year in which the operation is disposed of.
The maximum number of reference shares will be 1,230,000 shares, of which a maximum of 60,000 reference shares can be allotted to the executive director.
v. Consolidated cash flow statements
The Group accrues for these future payments, on the basis of the valuation of the plan at 31 December each year, as a result of which EUR 49 thousand were charged to “Staff Costs” in the accompanying consolidated income statement. To value this plan, the Black-Scholes valuation method, which is widely used in financial circles, was used to value the transactions, and the main assumptions used were as follows: Principal Assumptions Plan exercise price Price at quarterly closing Risk-free interest rate Volatility Estimated dividend rate Staff rotation Probability of meeting the EBITDA target
31 December 2006 €15.00 € €14.70 € 3.87% 18.00% 3.00% 3.00% 100.00%
r. Termination benefits
At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated to euros at the rates prevailing on the balance sheet date. Any resulting gains or losses are recognised directly in the income statement.
The following terms are used in the consolidated cash flow statements with the meanings specified: • Cash flows: changes in “Current Assets - Cash and Cash Equivalents”. • Operating activities: the principal revenue-producing activities of the Company and other activities that are not investing or financing activities, including income and other taxes. • Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents. • Financing activities: activities that result in changes in the size and composition of the equity and borrowings of the Company that are not operating activities.
5. USE OF ESTIMATES
Under current labour legislation, the consolidated companies are required to pay termination benefits to employees terminated under certain conditions.
In the Group's consolidated financial statements for 2006 estimates were occasionally made by management of the Group and of the consolidated companies, later ratified by the directors, in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following:
In 2006 Vocento recognised termination benefits and other costs amounting to EUR 2,053 thousand with a charge to “Staff Costs” in the accompanying consolidated income statement for 2006 in relation to termination benefits agreed on with the former assistants to the Chairman’s office (see Notes 26, 35 and 36) and the managing editor, respectively.
• The impairment losses on certain assets: the main risk of impairment of the Group's assets relate to goodwill acquired in business combinations (see Note 7).
The directors do not anticipate any significant future terminations, and, accordingly, the accompanying consolidated balance sheet at 31 December 2006 does not include any provision in this connection. s. Earnings per share Basic earnings per share are calculated by dividing net profit or loss by the weighted average number of ordinary shares outstanding during the year, excluding the average number of shares of Vocento, S.A. held by the Group. Diluted earnings per share are calculated by dividing net profit or loss by the weighted average number of ordinary shares outstanding during the year, adjusted by the weighted average number of ordinary shares that would have been outstanding assuming the conversion of all the potential ordinary shares into ordinary shares of the Company. For these purposes, it is considered that the shares are converted at the beginning of the year or at the date of issue of the potential ordinary shares, if the latter were issued during the current period. In the case of the Group's consolidated financial statements for the year ended 31 December 2006, basic earnings per share coincided with diluted earnings per share; since there were no potential dilutive shares outstanding in the year (see Note 33).
104
At 31 December 2006 and 2005, the Group evaluated whether there was any indication that its assets had suffered an impairment loss, estimating, where appropriate, the recoverable amount of the asset in question, which is defined as the higher of the asset's market value less cost to sell and value in use. The cash flow projections used are based on reasonable and well-founded assumptions and on discount rates of between 8.20% and 11.00%, which represent management’s best estimate and generally cover a period of five years, except for Internet businesses or businesses at the start-up phase for which longer periods are covered. A constant growth rate was used for subsequent years. On the basis of the aforementioned calculations, impairment losses amounting to EUR 6,749 thousand and EUR 362 thousand were recognised for goodwill in 2006 and 2005, respectively (see Note 7). • The assumptions used in the actuarial calculation of post-employment benefit liabilities and obligations (see Notes 4-j and 16) At the end of each year, the Group estimates the actual actuarial provision required to meet obligations from restructuring plans, pensions and other similar obligations to employees. In preparing these estimates, the Group receives advice from independent actuaries.
105
• The useful life of the property, plant and equipment and other intangible assets (see Notes 8 and 9) Thousands of Euros
The years of estimated useful life generally applied were as follows: Years of Estimated Useful Life Computer software Buildings and other structures Plant and machinery Other items of property, plant and equipment
3 -5 20 – 33 7 – 10 5–7
The Group depreciates/amortises certain items on the basis of the pattern in which the assets’ future economic benefits are expected to be consumed, and, consequently, at the end of each year, it makes a new estimate, modifying the future depreciation/amortisation charge if necessary. • Provisions (see Note 16). • The Group uses the percentage of completion method to recognise revenue from television productions. This requires a reliable estimate of the revenue from each contract, of the total costs to be incurred in completing the contract and of the stage of completion at the balance sheet date from the technical and economic standpoints. A pesar de que estas estimaciones se realizaron en función de la mejor información disponible al 31 de diciembre de 2006 sobre los hechos analizados, es posible que acontecimientos que puedan tener lugar en el futuro obliguen a modificarlas (al alza o a la baja) en próximos ejercicios; lo que se haría, conforme a lo establecido en la NIC 8, de forma prospectiva reconociendo los efectos del cambio de estimación en las correspondientes cuentas de pérdidas y ganancias consolidadas. Although these estimates were made on the basis of the best information available at 31 December 2006 on the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognising the effects of the change in estimates in the related consolidated income statements.
Fixed interest rate Floating interest rate Total (see Note 18)
2006
2005
282 53,177
646 58,292
53,459
58,938
In addition, the detail of bank deposits is as follows: Thousands of Euros 2006 (*) Fixed interest rate Floating interest rate Total (see Note 14)
2005 (*)
72,829 2,622
3,215 157,234
75,451
160,449
(*) Excluding interest.
At 31 December 2006 and 2005 the Group did not have any interest rate hedging instruments (see Note 18). • Credit risk In view of the business activities, the Group has balances with a very large number of customers (see Note 13). In addition to the analysis described in Note 4-g, certain Group companies also arrange credit insurance to reduce the risk of doubtful debts. Consequently, the directors consider that there is no risk of unrecognised material doubtful debts in relation to accounts receivable at 31 December 2006 and 2005. • Liquidity risk The Group's liquidity policy combines its cash surplus position with the arrangement of credit facilities based on its projected cash needs and the situation of the debt and capital markets.
6. RISK MANAGEMENT POLICY The potential risks relating to the financial instruments used by the Group and the information thereon are set forth below: • Foreign currency risk Purchases of certain film production distribution rights made by the Group in US dollars can have an adverse impact on finance costs and profit for the year. The Group mitigates this risk through the use of derivatives. Also, the Group has investments in Argentina through its ownership interest in CIMECO, the functional currency of which is the Argentinean peso and for which foreign exchange hedges have not been arranged because the risk is not considered to be material. • Interest rate risk Interest rate fluctuations change the fair value of assets and liabilities that bear interest at a fixed rate and the future cash flows from assets and liabilities tied to a floating interest rate. The purpose of interest rate risk management is to achieve a balance in the structure of the borrowings that minimises the aforementioned risks and the cost of the borrowings. The structure of the bank loans and credit facilities at 31 December 2006 and 2005, drawing a distinction between fixed and floating interest rate borrowings, is as follows:
106
107
7. GOODWILL
8. OTHER INTANGIBLE ASSETS
The changes in “Goodwill” in the consolidated balance sheet in 2006 and 2005 were as follows
The changes in “Other Intangible Assets” in the consolidated balance sheet in 2006 and 2005 were as follows: Thousands of Euros
Balance at
Additions
Balance at Additions
01.01.05 (see Note 32) Write-Downs
Printed Media Taller de Editores, S.A. Legal Informatic, S.L. Corporación de Medios de Murcia, S.A. Corporación de Medios . de Andalucía, S.A Corporación de Medios de Extremadura, S.A. El Norte de Castilla, S.A. Sociedad Vascongada de Publicaciones, S.A. Federico Doménech, S.A.
(*)
Thousands of Euros
31.12.06
-
-
4,225 2,349
1,407 -
-
-
-
4,225 1,407 2,349
2,043
-
-
2,043
-
-
-
-
2,043
1,005
-
-
1,005
-
-
-
-
1,005
1,964 3,347
-
-
1,964 3,347
-
-
-
-
1,964 3,347
-
-
-
-
31,519
-
-
18,278
49,797
-
-
4,386 18,503
-
(2,220) -
-
-
2,166 18,503
693 3,221
-
641 1,174 693 3,221
323 375
(489) (1,016) (2,900)
-
-
641 685 696
-
-
625
-
(124)
-
-
501
9,892 -
(158) -
9,892 204 26 113 183
19,945 -
-
(1,815) -
-
8,077 19,945 204 26 113 183
209
(204)
5
303 43 -
-
-
-
303 43 5
-
-
828 -
1,597 6,386 2,214 3,091
-
-
-
1,597 828 6,386 2,214 3,091
131 159
-
-
131 159
-
-
-
-
131 159
-
-
-
-
25 83
-
-
-
25 83
42,064
14,015
(362)
55,717
67,311
(6,749)
(1,815)
18,278
132,742
Internet Habitatsoft, S.L. Sarenet, S.A. 828 Círculo del Progreso, S.L. Maxi Press, S.A. Unión operativa de autos, S.L. -
TOTAL GROSS
Transfers Balance at
31.12.05 (see Note 32) Write-Downs (see Note 32)
4,225 2,349
Audiovisual Radio Publi, S.L. 4,386 Grupo . 18,503 Europroducciones, S.A Moper Visión, S.L.U. 641 Pabellón de México, S.L. 1,174 Comunicaset, S.L. Avista Televisió de Barcelona, S.L. Radio Utrera La Voz 625 de la Campiña, S.L.U. BocaBoca Producciones, S.L. Tripictures, S.L. Teledonosti, S.L. 204 KTB Kate Berria, S.L.U. 184 Canal Cultural Badajoz, S.L. 113 Radio Televisión 183 Canal 8 DM, S.L. Radio Difusión Torre, S.A. Hill Valley, S.L. Durango Telebista, S.L. -
Other Bussinesses Sector MD, S.L. Distribución de Prensa por Rutas, S.A. Rotodomenech, S.L. 555 Unimedia, S.L.U.
Other
Increase Change in the (Decrease) Scope of Additions and Due Balance at Consolidation Charge for to 01.01.05 (see Note 32) the Year Transfer
Diposals or Reductions
Increase Change in the (Decrease) Scope of Additions and Due Balance at Consolidation Charge for to 31.12.05 (see Note 32) the Years Transfer
Diposals Balance or at Reductions 31.12.06
COST: Intellectual property 9,571 Computer software 27,671 Scripts and projects 271 Development expenditure Film production distribution rights Film productions 3,865 Film productions in progress 667 Advances on intangible assets in progress 360 Total cost
475
376
(204)
9,817
380
1,588
-
(1,722)
10,063
6 1,598 -
3,180 378 -
66 (1,085) 756 -
29,838 3,003 -
2,154 2,922
2,979 286 35
399 -
(1,323) -
34,047 3,289 2,957
22,838
259
3,002
(761)
29,203
129,073 -
1,469 103
889
(129)
130,542 300066
2,881
1,047
(3,357)
-
1,238
-
-
(889)
-
349
-
1,588
(66)
-
1,882
1,453
3,914
(399)
(868)
5,982
27,798
6,828
- (2,050)
74,981
135,982
10,374
-
(4,042)
217,295
(458) (6) (1,114)
(907) (1,575) (224)
621 (342)
140 1,079 -
(8,245) (25,755) (1,680)
(258) (1,689) -
(1,001) (2,132) (557)
-
799 909 -
(8,705) (28,667) (2,237)
-
-
-
-
-
(2,421)
(142)
-
-
(2,563)
(18,821)
(1,538)
(672)
-
(23,248)
(23,032) -
(5,481) (6,510)
-
5
(28,513) (29,753)
(621)
206
(354)
248
(1,035)
-
149
-
-
(886)
(35,625)
(21,020)
(4,038)
(747)
1,467
(59,963)
(27,400)
(15,674)
-
6,780
6,778
2,790
(747)
(583)
15,018
108,582
(5,300)
-
42,405
(401)
ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES: Intellectual property (7,641) Computer software (25,253) Scripts and projects Development expenditure Film production distribution rights Film productions (2,217) Recognition/Reversal of impairment losses on other intangible assets (514) Total accumulated amortisation and impairment losses TOTAL NET COST
1,713 (101,324) (2,329)
115,971
(*) The fully amortised other intangible assets in use at 31 December 2006 amounted to EUR 50,875 thousand (2005: EUR 43,822 thousand).
(*) The transfer relates to the goodwill arising from the 36.42% ownership interest that the Group held in Federico Doménech, S.A., previously recognised as an addition to the value of the investment in accordance with the equity method of accounting.
108
109
9. PROPERTY, PLANT AND EQUIPMENT
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
The changes in “Property, Plant and Equipment” in the consolidated balance sheet in 2006 and 2005 were as follows:
The changes in 2006 and 2005 in the carrying amounts of investments in Group companies accounted for using the equity method (see the Appendix to these notes to the consolidated financial statements) were as follows: Thousands of Euros Additions (Disposals) Including Changes in the Inclusion of Scope of Profit or Balance at Consolidation Loss for 01.01.05 (see Note 32) the Year
Thousands of Euros Increase Change in the (Decreaase) Scope of Additions and Due Diposals Balance at Cosnolidation Charge for to or 01.01.05 (see Note 32) the Year Transfer Reductions
Increase Change in the (Decrease) Scope of Additions and Due Balance at Consolidation Charge for to 31.12.05 (see Note 32) the Year Transfer
Diposals Balance or at Reductions 31.12.06
COST: 567 835
4,335
120 888
(1,818) 117,161 (4,716) 237,578
23,084 14,622
7,214 5,823
310
(560) (368)
146,899 257,965
1,678
7,616
(443)
(6,703) 103,013
9,613
9,515
6
(3,027)
119,120
4 3,084
1,261 13,212
(565) -
(5) 1,293 (13,242) 459,045
47,319
1,894 24,446
(316) -
(330) (4,285)
2,541 526,525
ACCUMULTATED DEPRECIATION:
Total
(32,094)
(402)
(3,477)
404
1,113 (34,456)
(2,224)
(3,397)
-
184
(39,893)
(147,528)
(621)
(14,196)
(54)
4,623 (157,776)
(12,790)
(15,069)
-
123
(185,512)
(68,265)
(965)
(6,237)
(578)
6,580 (69,465)
(7,369)
(7,315)
-
963
(83,186)
(247,887)
(1,988)
(23,910)
(228)
12,316 (261,697) (22,383)
(25,781)
-
208,104
1,096
(10,698)
(228)
(1,335)
-
TOTAL NET COST
(926) 197,348
24,936
1.270 (308,591) (3.015)
217,934
(*) The advances at 31 December 2006 amounted to EUR 2,541 thousand (2005: EUR 1,293 thousand).
At 31 December 2006, the Company held various assets under finance leases which are classified on the basis of their nature. The information on the minimum lease payments at 31 December 2006 is as follows: Thousands of Euros 2007 (see Note 18) 2008 onwards
128 128
Total lease payments payable
256
Finance charges Present value of lease payments (see Note 18)
9 247
Federico Doménech, S.A. 27,815 Prisma Publicaciones 2002,S.L. 1,181 Gala Ediciones, S.L. 310 Milenio ABC, S.A. de C.V. -
Dividends Received
Other Changes
Balance at 31.12.06
At 31 December 2006, the fully depreciated property, plant and equipment in use amounted to EUR 138,271 thousand (2005: EUR 118,773 thousand). At 31 December 2006, the various Group companies did not have any material investment commitments except for those of the printing centres, amounting to approximately EUR 4,653 thousand. The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that might be filed against it for carrying on its business activities. These policies are considered to adequately cover the related risks.
-
1,750
(1,324)
-
28,241
(28,395)
154
-
-
-
-
(15)
-
66
1,232
(1,210)
(22)
-
-
-
3,900
(3,497)
-
-
713
1,386
(2,099)
-
-
-
-
-
-
-
-
83
(289)
-
(135)
(341)
-
37,743
(22,445)
-
86,351
-
40,852
(37,931)
(763)
88,509
10,717
301
-
-
11,018
1,160
697
(133)
-
12,742
-
(33)
-
-
687
-
(29)
-
-
658
(20,462)
892
(997)
4
-
-
-
-
-
-
(426)
143
-
-
-
-
-
-
-
-
146 116 2,016 2,080 -
2,500
166 172 834 449 1,490 -
(156) (121) (884) (474) -
-
156 167 1,966 2,055 1,490 2,500
-
171 186 818 599 1,379 -
(103) (109) (662) (366) -
(160) 1 -
64 244 2,122 2,288 2,870 2,500
1,243
-
52
-
-
1,295
(1,295)
-
-
-
-
-
215
-
-
-
215
-
3
-
-
218
-
(41)
-
-
-
(41)
-
-
-
-
(41)
127,526
(3,597)
40,447
(26,401)
70
138,045
(28,271)
42,420
(39,304) (1,057)
111,833
Audiovisual Gestevisión Telecinco, S.A. y filiales 71,053 Grupo Videomedia, S.A. Producciones Antares Media, S.L. 720 Árbol Producciones, S.A. y filiales 20,563 Bocaboca producciones, S.L. 283 Other Bussinesses Distribuciones Papiro, S.L. Cirpress, S.L. Distrimedios, S.A. Val Disme, S.L. CIMECO Localprint, S.L. Rotok Industria Gráfica, S.A. Victor Steinberg y Asoc., S.L. Otras participaciones
256
110
Other Changes
Printed Media
Land, buildings and other structures 118,292 Plant and machinery 236,236 Other items of property, plant and equipment 100,865 Advances and property, plant and equipment in the course of construction 598 Total cost 455,991
Buildings and other structures Plant and machinery Other items of property, plant and equipment
Dividends Received
Additions (Disposals) Including Changes in the Inclusion of Scope of Profit or Balance at Consolidation Loss for 31.12.05 (see Note 32) the Year
The main transactions performed by the Group in relation to its investees were as follows: 2006 • In February the subsidiary Taller de Ediciones Corporativas, S.L.U. sold its entire ownership interest (49%) in the share capital of Prisma Publicaciones 2002, S.L. The sale amounted to EUR 1,641 thousand and, therefore, the Group recognised income of EUR 431 thousand under “Net Gain on Disposal of Non-Current Assets” in the accompanying consolidated income statement (see Note 30)..
111
• In December the Group acquired the remaining 50% of Gala Ediciones S.L., which therefore started to be fully consolidated (see Note 32).
11. FINANCIAL ASSETS
• In December the Group sold 25% of the shares of Rotok Industria Gráfica S.A. for EUR 2,313 thousand, as a result of which it recognised income of EUR 517 thousand under “Net Gain on Disposal of Non-Current Assets” in the accompanying consolidated income statement (see Note 30).
a) Non-current investment securities
2005 • In June 2005 the Group sold its entire ownership interest (24%) in the share capital of Árbol Producciones, S.A. The sale amounted to EUR 36,001 thousand and, therefore, the Group recognised income of EUR 15,539 thousand under “Net Gain on Disposal of NonCurrent Assets” in the accompanying consolidated income statement (see Note 30). • In October 2005 the Group acquired 2,433 shares representing 30.01% of the share capital of Grupo Videomedia, S.A., the company heading the Videomedia Group, for EUR 10,717 thousand which, taking into account the market value at that date of the assets and liabilities of the aforementioned company, gave rise to goodwill amounting to approximately EUR 7,907 thousand. In accordance with the agreement for the acquisition of this ownership interest, in October 2007 the initial price paid for the ownership interest will be adjusted on the basis of the difference between the actual and estimated results for 2005 and 2006. Based on the directors’ estimations, the Group recognised EUR 1,160 thousand as an addition to the value of the ownership interest. In addition, the aforementioned agreement contains a clause for the acquisition of a further 30.01% in October 2007. If the seller rejects the acquisition, it will have to repurchase the interest acquired by the Company in 2005. The directors consider that the Group will acquire the aforementioned percentage. The detail of the main aggregates of the companies accounted for using the equity method is as follows: Thousands of Euros Total Equity
Total Assets
Financial Debt Gross Net
Audiovisual Gestevisión Telecinco, S.A y filiales Producciones Antares Media, S.L. Plato Chroma, S.A. Grupo Productores Independientes, S.L. (*) Grupo Videomedia, S.A. Videomedia, S.A. Imagen y Servicios, S.A. Alia Ediciones, S.L. Videomedia Portugal, LTDA. Videomedia Italia, S.R.L. Other businesses Local Print, S.L. Distribuciones Papiro, S.L. Cirpress, S.L. Distrimedios, S.A. Val Disme, S.L. Victor Steinberg y Asociados, S.L. Structure Corp. Inversora en Medios de Comunicación, S.A. (2) (1) (2) (*)
112
Thousands of Euros Company Radio Popular, S.A. Cadena de Ondas Populares Españolas El Mundo Deportivo, S.A. Televisión Castilla y León, S.A. Val Telecomunicaciones, S.L. Other investments Total
31.12.06
31.12.05
918 944 12,883 1,206
1,051 1,130 1,038 2,231 889
15,951
6,339
% of Ownership
% of Ownership
at 31.12.06
at 31.12.05
10% 4.9 % 8.82%
1.80% 10% 4.9% 2.14%
In 2006 the ownership interest in Val Telecomunicaciones, S.L. was increased by EUR 9,772 thousand due to the inclusion in the scope of consolidation of Federico Doménech, S.A. (see Note 32). In addition, since the directors did not have a reliable estimate of the fair value of the 2.14% ownership interest in this company held by the Group at 2005 year-end, a market transaction was carried out to determine this fair value. This gave rise to an increase in the value of EUR 1,084 thousand in the value of investment, which was credited to “Reserves” (EUR 605 thousand), “Minority Interests” (EUR 99 thousand) and “Deferred Tax Liabilities” (EUR 380 thousand). Also, in December 2006 the Group sold its entire ownership interest in Radio Popular, S.A. Cadena de Onda Populares Españolas for EUR 2,772 thousand, of which EUR 1,721 thousand was credited to “Finance Income” (see Note 28) in the accompanying consolidated income statement for 2006.
ASSOCIATES: Printed Media Milenio ABC, S.A de C.V. (1)
The carrying amount of the most representative investments in long-term investment securities at 31 December 2006 and 2005 is as follows::
(5,127)
3,338
16
(57)
598,975 457 5 (205) 154 8,007 416 94 201 15
931,552 548 35 1,657 239 16,081 1,220 94 418 651
229 65 50 429
(399,184) (125) (2) (265) (10) (2,882) (24) (58) 52 315
7,000 48 936 1,136 1,609 501
11,073 7,770 4,931 17,919 20,294 3,239
749 3,166 4,887 412
(403) (438) 188 44 2,979 199
168,109
248,503
19,911
11,744
b) Other non-current financial assets The breakdown, by nature, of “Other Non-Current Financial Assets” in the consolidated balance sheets is as follows: Thousands of Euros 2006
2005
Long-term deposits and guarantees
1,261
2,059
Total
1,261
2,059
This information is presented in accordance with local accounting principles and in Mexican pesos. This information is presented in accordance with local accounting principles and in Argentine pesos (consolidated information). Data at October 2006.
113
12. INVENTORIES
14. CASH AND CASH EQUIVALENTS
The breakdown of “Inventories” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 is as follows:
The breakdown of “Current Assets - Cash and Cash Equivalents” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 is as follows:
Thousands of Euros 2006
Thousands of Euros
2005
Raw materials Other raw materials Spare parts Audiovisual programme rights Merchandise and finished goods Other inventories Advances to suppliers
17,113 746 2,875 661 3,458 1,282 717
17,779 524 2,856 992 851 779 244
Total
26,852
24,025
At 31 December 2006 and 2005, there are no inventories provided as security for the payment of debts or in relation to any other obligations to third parties.
Other short-term loans Short-term deposits Cash
2006
2005
2,898 76,056 35,776
1,480 160,686 125,333
114,730
287,499
This heading includes the Group's cash and short-term bank deposits with an initial maturity of three months or less. The bank accounts earn interest at market rates. There are no restrictions on the use of the balances. The carrying amount of these assets approximates their fair value.
15. EQUITY 13. TRADE AND OTHER RECEIVABLES
Share capital
The breakdown of “Current Assets - Trade and Other Receivables" in the accompanying consolidated balance sheets at 31 December 2006 and 2005 is as follows: Thousands of Euros
Trade receivables for sales and services Notes receivable Less- Sales volume rebates Receivable from related parties see (Note 34) Other receivables see (Note 4-b)
2006
2005
186,821 5,060 (11,101)
138,078 8,758 (9,694)
8,994 27,265
8,308 9,407
217,039
At 31 December 2006, the Parent’s share capital amounted to EUR 24,994 thousand and consisted of 124,970,306 fully subscribed and paid shares of EUR 0.2 par value each. The Company’s shares are traded on the Spanish continuous market and on the Bilbao, Madrid, Barcelona and Valencia Stock Exchanges. Since Vocento’s shares are represented by book entries, the exact ownership interest of the shareholders in the share capital is not known. However, on the basis of information in the public domain available to the Company, at 31 December 2006 the only shareholder with an ownership interest of 10% or more was Mezouna, S.A., which owns 10.382% of the share capital. Reserves The detail of reserves at 31 December 2006 and 2005 is as follows: Thousands of Euros
154,857 Reserves of the Parent
All the aforementioned balances mature in less than 12 months and are interest-free. Therefore, their realisable value does not differ significantly from their carrying amount.
Share premium Legal reserve Reserve for treasury shares Voluntary reserves Reserves of consolidated companies Reserves of companies accounted for using the equity method Reserves at fully consolidated companies
2006
2005
123,461
108,494
9,516 4,999 9,211 99,735
9,516 4,999 9 93,970
369,704
317,630
443,962 (74,258)
412,827 (95,197)
Share premium The Consolidated Spanish Companies Law expressly permits the use of the share premium account balance to increase capital and does not establish any specific restrictions as to its use.
114
115
Legal reserve
Thousands of Euros
Under the Consolidated Spanish Companies Law, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose. At 31 December 2006 and 2005, this reserve had reached the minimum level provided for in the aforementioned current legislation. At 31 December 2006, the restricted reserves amounted to EUR 82,589 thousand (2005: EUR 67,213 thousand). Treasury shares The detail of the treasury shares and of the changes therein in 2006 is as follows: Thousands of Euros Balance at 31 December 2005 Acquisition of treasury shares Reduction due to public offering Adjustment of public offering price (see Note 4-k) Balance at 31 December 2006
Second Interim Dividend
30.09.06
Profit before tax Income tax Distributable profit
52.685 10.210 62.895
Liquidity Cash Current financial assetss Current account with Group companies Liquidity available
1.273 218.023 221.082 440.378
Number of Shares
9 166,742 (135,720)
7,339 11.910,127 (9.692,791)
1,158
-
32,189
2.224,675
Pursuant to the Consolidated Spanish Companies Law, a restricted reserve has been recognised for an amount equal to the carrying amount of the treasury shares held. The balance of this reserve will become unrestricted when the circumstances that made it necessary to record it cease to exist. Dividends On 29 June 2006, the Board of Directors of the Parent resolved to distribute an interim dividend of EUR 30,000 thousand. On 14 November 2006, it resolved to distribute a second interim dividend of EUR 15,000 thousand, which had not yet been paid at 31 December 2006 (see Note 17). The total amount of the interim dividends distributed is recognised under “Equity – Interim Dividend” on the liability side of the accompanying consolidated balance sheet at 31 December 2006.
Equity of minority interests In addition to those described in Note 32, the main transactions in 2006 and 2005 that affected the equity of minority interests were as follows: 2006 • The inclusion of Federico Doménech, S.A. (see Note 32) in the scope of consolidation gave rise to the inclusion of an additional ownership interest of 16% in the subsidiary Taller de Editores, S.A. This gave rise to a reduction of EUR 2,352 thousand in minority interests relating to the underlying carrying amount of that 16% interest, and to a reduction of EUR 11,578 thousand in reserves. • In June 2006 the Group acquired a further ownership interest of 30% of the share capital of Grupo Europroducciones, S.A. for EUR 10,956 thousand. The amount paid in excess of the underlying carrying amount of the investment acquired, which totalled EUR 5,253 thousand, was recognised with a charge to reserves. 2005 • In July 2005 the Group acquired an additional ownership interest of 11.77% of the share capital of Editorial Cantabria, S.A. for EUR 19,758 thousand. The amount paid in excess of the underlying carrying amount of the investment acquired, which totalled EUR 18,228 thousand, was recognised with a charge to reserves, and minority interests were reduced by EUR 1,530 thousand relating to the underlying carrying amount of the investment acquired.
On the aforementioned dates the Company was meeting the requirements of Article 194 of the Consolidated Spanish Companies Law for the distribution of dividends because it had sufficient unrestricted reserves with respect to the unamortised expenses referred to in that article.
Distribution of profit
The provisional accounting statements prepared in accordance with legal requirements, evidencing the existence of sufficient liquidity for the distribution of the dividends, were as follows:
The distribution of the Group's net profit for 2006 that the Board of Directors will propose for approval by the shareholders at the Annual General Meeting is as follows:
Thousands of Euros First Interim Dividend Profit before tax Income tax Distributable profit
Distributable profit:
45,650 4,789 50,439
Profit for the year
Liquidity Cash Current financial assets Current account with Group companies Liquidity available
116
Thousands of Euros
31.05.06
1,801 108,237 151,463 261,501
78,825
Distribution of profit To voluntary reserves Final dividend Interim dividend
20,652 13,173 45,000
117
6. Mundo Mágico Tours, S.A. against Prensa Malagueña, S.A. Málaga Criminal Court no. 9: Criminal complaint for false allegations of criminal conduct, requesting an indemnity of EUR 10,000 thousand. After a previous suspension, the trial was set for 1 December 2006. The Group considers that the complainant is unlikely to succeed, or at least not for the amount claimed and, consequently, no provision has been recognised in this connection.
16. PROVISIONS The detail of “Provisions” in the accompanying consolidated balance sheets and of the changes therein in 2006 and 2005 is as follows: Thousands of Euros Changes in the Scope of Balance at Consolidation Charge for 01.01.05
Provisions for pensions (see Note 4-j) 4,397 Write-down of CIMECO 969 Corporación de Medios Radiofónicos Digitales, S.A. guarantees (see Notes 3 and 38) 4,335 Provisions for litigation and tax 20,933 Provisions for litigation relating to the publishing and audiovisual businesses 1,446 Other provisions 2,595 34,675
(see Note 32) The Year
Amounts Reversals
Changes in the Scope of Balance at Consolidation Charge for
Used
31.12.05
(see Note 32)
The Year
Reversals
Amounts
Balance at
Used
31.12.06
-
426
(115)
-
4,708
613
4,271
(416)
(114)
9,062
-
-
-
-
969
-
-
(969)
-
-
17. TRADE AND OTHER PAYABLES The breakdown of “Trade and other Payables” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 is as follows: Thousands of Euros
-
584
-
(61)
4,858
-
-
-
-
4,858
-
228
(5,173)
-
15,988
-
57
(2,005)
-
14,040
133 -
342 1,713
(2,284)
(11) (160)
1,910 1,864
145
3,084
(1,045)
(563) (70)
1,347 3,978
133
3,293
(7,572)
(232)
30,297
758
7,412
(4,435)
(747)
33,285
The Group makes an estimate of the value of the liabilities arising from litigation and similar claims. Although the Group considers that the cash outflows will take place in the next few years, it cannot predict when the litigation will end and, therefore, it does not make an estimate of the specific dates of the cash outflows and it considers that the effect of a potential discount to present value would not be material. The directors consider that the provision for “Litigation Relating to the Publishing and Audiovisual Businesses” is sufficient to cover the risks of the litigation in progress at 31 December 2006 in this connection. The detail of the main contingent liabilities is as follows: 1.Casterman Editeurs, S.A. against Diario ABC, S.L. and another party. Barcelona Court of First Instance no. 5. Claim for alleged infringement Casterman of intellectual property rights relating to the distribution of the books in the “Las Aventuras de Tintín” collection together with Diario ABC in summer 2003. The Court of First Instance ordered ABC and Juventud to jointly and severally pay EUR 699 thousand, against which an appeal was filed. The final liability of ABC is guaranteed by the supplier of the books, RBA and, therefore, the Group has not recognised any provision in this connection.
2006
2005
1,671 141,217 20,763 6,406 (1,228)
3,033 66,979 26,248 7,156 (2,168)
168,829
101,248
2,606 19,835
2,441 21,862
4,486 2,653 4,767 11,839 15,947 7,436
2,686 3,674 4,767 7,659 8,946 11,928
69,569
63,963
238,398
165,211
Trade payables Payable to related parties (see Note 34) Trade payables Unreceived invoices Trade notes payable to suppliers Other payables and volume rebates
Other current payables Profit sharing of the Board of Directors of Vocento, S.A. (see Note 35) Remuneration payable Payable to suppliers of property, plant and equipment Pension payments payable (see Note 20) Group insurance payable (see Note 20) Accrued expenses and deferred income Interim dividend payable (see Note 15) Other
2. Audiovisual Sport S.L. against Prensa Malagueña, S.A. Supreme Court: claim for the infringement of intellectual property rights. This claim was partially upheld (EUR 14 thousand) although a decision has yet to be handed down on the cassation appeal whereby the complainant is claiming EUR 477 thousand. The Company considers that the appeal filed for the amount claimed is unlikely to be upheld and, consequently, no specific provision has been recognised in this connection. 3. José Javier Villar against Grupo Videomedia, S.A. Alcobendas Examining Court no. 4 (Madrid): complaint for the infringement of intellectual property rights against Vodafone and others, accessorily including Videomedia, S.A. Group. The Company considers that the complaint will be dismissed and, therefore, no provision has been made in this connection. 4. Gestora de Televisión NET TV, S.A. Supreme Court: appearance as a party in the appeal for judicial review filed at the Supreme Court by Infraestructuras y Gestión 2002, S.L. against the award of the second additional digital channels. This entity requested an injunctive stay on the related licences, which was refused in a court order of 18 July 2006. There is no evidence of any appeals having been filed against this decision. The complainant argues that a call for tenders should have been held for the new radio spectrum licences, which were awarded to companies that already held state television concessions and, according to the complainant, this could have given rise to discrimination. The complainant also argues that there were formal defects (late filing of documentation, etc.). The Group considers that this appeal will not succeed.. 5. Federico Doménech, S.A. Judicial Review Chamber of the Valencia High Court: the call for tenders for the award of local television channels was challenged by Federación Valenciana de Televisión. The appellant argues that the concession of radioelectric space associated with the concession for regional or local TDT is under the jurisdiction of the state rather than that of autonomous regions and, therefore, the calls for tender went beyond the ambit of the administrative body against which the complaint was filed. Lastly, the complainant argued that there were formal defects. The Group considers that this appeal will not succeed.
118
119
18. BANK BORROWINGS
19. DEFERRED INCOME
The detail of the bank borrowings at 31 December 2006 and 2005 and the repayment schedules are as follows:
The changes in “Deferred Income” on the liability side of the consolidated balance sheets at 31 December 2006 and 2005 were as follows::
Thousands of Euros
Thousands of Euros Maturities Current
Balance at Balance at 31.12.05 31.12.06
2007
2008
Grants Related to Assets
Non-Current
2010 and Total Non2009 Subsequent Years Current
Loans and credit facilities Amounts payable under finance leases Accrued interest payable
58,938
53,459
10,071
24,479
9,045
9,864
43,388
735 107
247 550
128 550
77 -
38 -
4 -
119 -
Total
59,780
54,256
10,749
24,556
9,083
9,868
43,507
At 31 December 2006, the Group companies had drawn down approximately EUR 53,459 thousand against credit accounts granted by banks. The amount available at the balance sheet date was EUR 386,441 thousand.
Balance at 1 January 2005 Additions Amount taken to income
3,971 21 (719)
Balance at 31 December 2005
3,273
Additions Amount taken to income
115 (771)
Balance at 31 December 2006
2,617
In addition, in 2006 the Group took EUR 2,214 thousand to income (2005: EUR 1,294 thousand) in connection with grants related to income with a credit to “Other Income” in the accompanying consolidated income statement.
The average annual interest rates for 2006 and 2005 on the loans and credit facilities and on the amounts payable under finance leases were EURIBOR plus the following spreads: 2006 Loans and credit facilities Amounts payable under finance leases
2005
0.6% - 0.35% 2% - 0.6%
20. OTHER NON-CURRENT PAYABLES
0.6% - 0.3% 2% - 0.6%
The breakdown of “Other Non-Current Payables” at 31 December 2006 and 2005 is as follows: Thousands of Euros
The directors consider that because these loans were arranged under arm’s length conditions, the market value of the loans does not differ significantly from their carrying amount. The sensitivity of the aforementioned market values to interest rate fluctuations is as follows:
Thousands of Euros Change in Interest Rates 2006 Change in the value of the borrowings
Group insurance (see Note 4-j) Pension plan (see Note 4-j) Termination benefits payable Development of technological projects Other payables `
2005
+ 0.25%
- 0.25%
+ 0.25%
- 0.25%
(272)
274
(264)
266
2006
2005
12,347 24,017 1,066 1,458 2,265
16,084 27,326 1,706 2,533 4,209
41,153
51,858
Group insurance The Group has secured its commitments to some of its former employees by taking out a collective insurance policy with a prestigious insurance company. The single premium relating to the policy amounted to EUR 36,770 thousand in 2001, and the Group decided to finance it in ten annual instalments, as permitted by Article 36 of the Regulations on the instrumentation of Pension Obligations to Employees and Beneficiaries, as follows: • Constant annual instalments of EUR 4,767 thousand each, including the related deferral interest (see Note 17). • Financial surcharge for deferral, calculated using the discount rate used to calculate the net level premium reserves, amounting to EUR 1,034 thousand and EUR 3,556 thousand, and these amounts were recognised under “Finance Costs” in the accompanying consolidated income statements for 2006 and 2005. Pension plan “Pension Plan” in the accompanying table includes the payments of the outstanding debt under the rebalancing plan for the transfer of the provisions and funds assigned to make up the deficit established in 2001 by the subsidiary Diario ABC, S.L. (see Note 4-j). These amounts are recognised under “Non-Current Liabilities - Other Non-Current Payables” and “Current Liabilities - Trade and Other Payables” in the consolidated balance sheet, depending on the year in which the funds will be transferred (see Note 17). “Finance Costs” in the accompanying consolidated income statements for 2006 and 2005 includes the cost arising from the discount to present value of the fund and the shortfall for past services, amounting to approximately EUR 1,183 thousand and EUR 1,176 thousand, respectively.
120
121
Termination benefits payable At 31 December 2006, the Group had not yet paid part of the termination benefits agreed on in connection with the termination of the employment relationships with a group of employees. These debts fall due as follows:
Law 35/2006 on Personal Income Tax and partially amending the Spanish Corporation Tax, Non-Resident Income Tax and Wealth Tax Laws (not applicable to the income tax of entities subject to provincial legislation), of 28 November, provides for, inter alia, the reduction over two years of the standard Spanish corporation tax rate, which was 35% until 31 December 2006, as follows:
Thousands of Euros 2007 2008 2009 2010 2011 and subsequent years
845 508 276 129 153
Total
The deferred income tax asset relates mainly to timing differences arising from the differences in the timing recognition for accounting and tax purposes of the pension and similar obligations (see Notes 4-j, 16, 17 and 20) and from the tax deductibility of certain items of goodwill (see Notes 7 and 10).
Tax periods starting in 1 January 2007 1 January 2008
1,911
Rate 32.5% 30 %
The Group accounted for this effect by recording income of EUR 3,323 thousand under “Income Tax”.
Development of technological projects The Group has received loans from the Ministry of Industry, Trade and Tourism as aid for the development of technological projects which are not interest-bearing and mature in 2007, 2008, 2009 and 2010 and subsequent years amounting to approximately EUR 1,118 thousand, EUR 710 thousand, EUR 279 thousand and EUR 469 thousand, respectively.
Thousands of Euros 2006 Consolidated profit before tax
2005
92,519
143,194
(1,714)
(2,423)
6,749
362
(42,420) (327) (3,973)
(40,447) (3,765) (4,991)
Increases (Decreases) due to permanent differences
21. DEFERRED TAXES AND INCOME TAX EXPENSE Since 1997 Vocento, S.A. and certain of its subsidiaries subject to Vizcaya corporation tax legislation pay income tax under the Special Consolidated Tax Regime, with Vocento, S.A. as the Parent of the Group (see Appendix). The notification of the composition of the Tax Group for 2006 was submitted to the Vizcaya Provincial Department of Economy and Finance. In addition, on 30 December 2006, the notification of the composition of a Tax Group subject to Spanish state corporation tax was submitted to the Spanish Ministry of Economy and Finance. This Group is made up of Comeresa Prensa, S.L.U., as the Parent of the Group, and certain subsidiaries subject to the Spanish state tax legislation (see Appendix). The detail of “Non-Current Assets - Deferred Tax Assets” and “Non-Current Liabilities - Deferred Tax Liabilities” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 and of the changes therein is as follows:
Inclusions in Scope of Consolidation 01.01.05 (see Note 32) Additions
Disposals
Inclusions in Scope of Consolidation 31.12.05 (see Note 32) Additions
Disposals
Updating of Tax Rates
• Reversal of permanent differences • Extraordinary write-downs of goodwill (see Note 7) • Result of companies accounted for using the equity method (see Note 10) • Reinvestment of extraordinary profits • Other permanent differences Adjusted accounting profit Gross tax calculated using the average tax rate Sundry tax credits Regularisation of prior year's income tax Updating of deferred tax assets and liabilities to the new rates Accrued income tax expense
31.12.06
50,834
91,930
16,713 (2,409) (1,029)
30,362 (1,040) (357)
(3,323)
-
9,952
28,965
The table below shows the calculation of the income tax expense for 2006 and 2005:
Deferred tax assets Tax loss carryforwards Other unused tax credits Deferred income tax asset Total deferred tax assets Deferred tax liabilities
122
37,323
1,121
150
(22,892)
15,702
1,954
4,932
(1,137)
(181)
21,270
-
-
14,689
-
14,689
-
20,737
(663)
-
34,763
28,756
-
1,131
(3,341)
26,546
1,401
868
(2,567)
(256)
25,992
66,079
1,121
15,970
(26,233)
56,937
3,355
26,537
(4,367)
(437)
82,025
(18,480)
-
(899)
2,187
(17,192)
(30,540)
(2,241)
1,093
3,760
(45,120)
123
The Group applied the regime relating to the reinvestment of extraordinary profits provided for in Article 22 of Vizcaya Corporation Tax Regulation 3/1996, of 26 June (as worded by Vizcaya Regulation 7/2005, of 23 June) to the gains obtained in 2006 and 2005 for tax purposes on the sale of the ownership interests in Rotok Industria Gráfica, S.A. and Grupo Árbol, S.A., respectively. The gains to which this regime was applied amounted to EUR 327 thousand and EUR 6,275 thousand, respectively. Under this regime, 60 per cent of the gains obtained on the transfer of the ownership interests can be excluded from taxable profit. In accordance with current legislation, the proceeds from the transfer must be reinvested either in the year proceeding the date of delivery of the shares sold or in the three following years. The Group made the reinvestment relating to the gains to which this exemption regime was applied in prior years.
23. BUSINESS SEGMENT REPORTING
On 31 December 2005, Vizcaya Decree 1/2005, of 30 December, was published. This Decree amended Vizcaya Corporation Tax Regulation 3/1996, of 26 June and increased the standard Vizcaya corporation tax rate to 32.6%, up 0.1%% with respect to the rate applicable until that date which had been held to be null and void by the Spanish Supreme Court and by the Basque Country High Court. However, a provision was included whereby if the courts conclude that the provincial institutions may establish a standard tax rate of 32.5% the Vizcaya Provincial Government may take appropriate measures to restore the pre-existing legal situation. In this regard, in 2006 Basque Country High Court declared the aforementioned tax rate of 32.6% to be null and void. This Decree is effective for the tax periods ended on or after 14 March 2005. In 2006 the Basque Country High Court suspended the aforementioned rate of 32.6% but, since at the date of formal preparation of these financial statements this order had not yet been published, the directors opted to apply this rate.
Information is presented on the main segments and the “Structure and Other” column includes the data relating to segments which are not broken down individually because they are not considered material, and adjustments and eliminations on consolidation.
In view of the varying interpretations that can be made of the tax legislation applicable to the transactions performed by the Group, contingent tax liabilities may exist which cannot be objectively quantified. However, the Group's directors consider that the possibility of such contingent liabilities arising is remote and, in any event, the tax debt that might arise would not have a material effect on the accompanying consolidated financial statements. In general, at 31 December 2006, both the Parent and the other consolidated companies subject to the provincial legislation of Vizcaya have the last three years open for review by the tax authorities for the taxes applicable to them. However, for the years ended after the entry into force of Vizcaya Provincial Regulation 2/2005, the statute-of-limitations period has been extended to four years. The other Group companies generally have the last four years open for review for the taxes applicable to them.
The main methods used to define the Group's segment reporting included in the accompanying consolidated financial statements are as follows: The segmentation reporting is based on the organisational units on which information is submitted to the entity's managing body and chief executive officer so that they can assess the unit's past performance and take decisions on the future allocations of resources.
As a result, complete information is provided on the following business segments: • Printed media: basically the sale of regional newspapers, the national daily ABC and its supplements and magazines, together with the advertising revenue generated by them. • Audiovisual: this encompasses television (local and digital), radio and producers of content. • Internet: sales of advertising and content, mainly of the various portals, revenue from integral services, e-commerce, etc. • Other businesses: this encompasses mainly revenue from printing and distributing press and others (free press, international press, etc.) The methods used by the Group to obtain those financial statements segmented by line of business were as follows: • In general, the assets, liabilities, expenses and income of any type corresponding exclusively or directly to each line of business were allocated to it. • The assets for general use are presented in the “Structure and Other” column and are not distributed among segments. However, the costs and income, if any, associated with such assets are distributed among segments. No operations have been discontinued (and Group management does not intend to discontinue any operation in the future), discontinuation being defined as the separation from the Group by sale, spin-off, liquidation or similar of a line of business or geographical area of operations). The Group does not disclose any information on geographical segments, since substantially all the sales by the consolidated companies are made in Spain and, in addition, Group management does not use geographical criteria as a management strategy within Spain.
22. TAX RECEIVABLES AND PAYABLES The breakdown of “Tax Receivables” and “Tax Payables” in the accompanying consolidated balance sheets at 31 December 2006 and 2005 is as follows:
Segment information for 2006 and 2005 about the Group’s business is presented below:
Thousands of Euros 2006
2005
Current assets - Tax receivables• Income tax refundable • VAT • Tax withholdings and prepayments • Sundry tax receivables • Social security taxes refundable
1,858 11,826 1,874 287 46
7,283 6,051 4,853 356 30
15,891
18,573
6,317 8,556 10,268 132 3,963
4,783 7,598 5,380 136 3,625
29,236
21,522
Current liabilities - Tax payables• VAT • Tax withholdings payable • Income tax payable • Other tax payables • Accrued social security taxes payable
124
125
BUSINESSES SEGMENTS IN 2006
BUSINESSES SEGMENTS IN 2005
PRINTED MEDIA
AUDIOVISUAL
INTERNET
OTHER BUSINESSES
Thousands of euros SRTUCTURE AND OTHER TOTAL
REVENUE External sales Sale of copies Advertising sales Other income Inter-segment sales Sale of copies Advertising sales Other income Total sales
534,390 143,481 335,533 55,376 100,603 77,117 771 22,715
96,162 27,664 68,498 2,163 104 2,059
35,667 9,275 26,392 7,069 216 6,853
187,511 124,938 6,862 55,711 30,547 69 2 30,476
18,768 7 13,461 5,300 (140,382) (77,186) (1,093) (62,103)
872,498 268,426 392,795 211,277 -
634,993
98,325
42,736
218,058
(121,614)
872,498
83,114 156,656 14,756 (1,096) 261,034
170 34,018 15,944 146 90,580
10,875 13,115 1,606 304 13,256
157,817 20,417 8,076 572 26,966
(88,349) 27,726 1,222 (2,360) (39,003)
163,627 251,932 41,604 (2,434) 352,833
120,529 6,150 (2,995) (2,255) -
(42,533) 1,184 (1,722) (6,749) 41,519 -
3,580 175 (437) -
4,210 792 (338) 3,156 -
(20,850) 752 (1,498) (11,960)
64,936 9,053 (6,990) (6,749) 42,420 (11,960)
(3,472) 117,957 (37,366) (12,709) 67,882
21 (8,280) 6,307 9,879 7,906
3,318 (1,233) (511) 1,574
1,357 9,177 (2,063) (1,169) 5,945
3,903 (29,653) 24,403 (492) (5,742)
1,809 92,519 (9,952) (5,002) 77,565
13,660
13,091
16,090
11,349
1,909
3,168
8,648
5,420
(1,136)
1,792
39,171
34,820
ASSETS Investments accounted for using the equity method Current financial assets Deferred tax assets Other assets Total consolidated assets
(341) 20,627 18,146 513,420 551,852
101,867 6,159 6,440 213,954 328,420
2,963 648 34,572 38,183
10,307 5,648 2,798 88,915 107,668
43,557 53,993 (71,372) 26,178
111,833 78,954 82,025 779,489 1.052,301
26,295 10,861 514,696 551,852
13,453 21,597 293,370 328,420
331 37,852 38,183
260 506 106,902 107,668
13,917 12,156 105 26,178
54,256 45,120 952,925 1.052,301
LIABILITIES Bank borrowings Deferred tax liabilities Other liabilities and equity Total consolidated liabilities and equity
126
External sales Sale of copies Advertising sales Other income Inter-segment sales Sale of copies Advertising sales Other income
519,512 157,027 298,735 63,750 80,293 64,147 982 15,164
63,839 25,808 38,031 997 111 886
21,316 5,213 16,103 3,931 235 3,696
166,550 111,292 6,399 48,859 21,654 70 21,584
23,237 9 18,702 4,526 (106,875) (64,217) (1,328) (41,330)
794,454 268,328 354,857 171,269 -
Total sales
599,805
64,836
25,247
188,204
(83,638)
794,454
Procurements Staff costs Depreciation and amortisation charge Change in operating allowances and other Outside services
84,626 141,518 14,174 717 247,960
148 23,329 4,748 94 52,675
5,694 7,840 818 39 7,781
135,681 19,333 7,339 212 23,260
(64,339) 24,635 1,075 (4,673) (21,267)
161,810 216,655 28,154 (3,611) 310,409
110,810 4,660 (2,515) (1,765)
(16,158) 737 (547) (362) 39,048
3,075 130 (124) -
2,379 708 (294) 3,164
(19,069) 4,348 (4,630) -
81,037 10,583 (8,110) (362) 40,447
(386) 110,804 (36,453) (10,464) 63,887
148 22,866 180 2,407 25,453
2 3,083 (873) (401) 1,809
(38) 5,919 (601) (542) 4,776
19,873 522 8,782 (2,348) 6,956
19,599 143,194 (28,965) (11,348) 102,881
4,842
857
7,551
(3,598)
24,543
5,404
1,329
1,183
2,584
20,040
PROFIT/LOSS
OTHER INFORMATION Depreciation and amortisation charge, and expenses other than depreciation and amortisation not involving an outflow of cash Costs incurred in the year in the acquisition of property, plant and equipment and other intangible assets
INTERNET
EXPENSES
PROFIT/LOSS Segment profit/loss Finance income Finance costs Write-down of goodwill Results of investees Admission to listing costs Gain/Loss on sale of property, plant and equipment/ control portfolio and asset impairment Profit/Loss before tax Income tax Profit/Loss attributable to minority interests Profit/Loss attributable to the Parent
AUDIOVISUAL
OTHER BUSINESSES
REVENUE
EXPENSES Procurements Staff costs Depreciation and amortisation charge Change in operating allowances and other Outside services
Thousands of euros STRUCTURE AND OTHERS TOTAL
PRINTED MEDIA
Segment profit/loss Finance income Finance costs Write-down of goodwill Results of investees Gain/Loss on disposal of non-current assets/ control portfolio and asset impairment Profit/Loss before tax Income tax Profit/Loss attributable to minority interests Profit/Loss attributable to the Parent OTHER INFORMATION
Depreciation and amortisation charge, and expenses other than depreciation and amortisation not involving an outflow of cash 14,891 Costs incurred in the year in the acquisition of property, plant and equipment and other intangible assets 9,540 ASSETS Investments accounted for using the equity method Current financial assets Deferred tax assets Other assets Total consolidated assets
30,185 8,555 14,270 415,474 468,484
98,016 8,154 4,778 77,165 188,113
211 400 18,178 18,789
9,685 6,262 1,486 68,198 85,631
159 138,984 36,003 20,494 195,640
138,045 162,166 56,937 599,509 956,657
LIABILITIES Bank borrowings Deferred tax liabilities Other liabilities and equity Total consolidated liabilities and equity
11,379 3,806 453,299 468,484
7,505 2,078 178,530 188,113
201 18,588 18,789
579 548 84,504 85,631
40,116 10,760 144,764 195,640
59,780 17,192 879,685 956,657
127
The average number of employees at the Group in 2006 and 2005, by professional category, was as follows:
24. REVENUE
Number of Persons
The breakdown of “Revenue” in the accompanying consolidated income statements for 2006 and 2005 is as follows:
2006
2005
Thousands of Euros 2006
2005
Sales of copies
268,426
268,327
Advertising sales
392,795
354,858
Direct revenue from promotions
49,890
53,958
8,266
11,126
Other audiovisual segment revenue
67,182
37,362
Other income
82,369
66,238
868,928
791,869
Revenue from deliveries
Executives
303
267
Middle managers
719
652
Other employees
3,752
3,174
Total
4,774
4,093
27. OUTSIDE SERVICES The breakdown of “Outside Services” in the accompanying consolidated income statements for 2006 and 2005 is as follows: Thousands of Euros 2006
25. PROCUREMENTS Editorial services and artistic media The breakdown of “Procurements” in the accompanying consolidated income statements for 2006 and 2005 is as follows:
Paper Raw materials
Sales
2005
68,296
58,022
110,558
111,716
Thousands of Euros
Administrative services
28,810
26,307
2006
Print shop and technical media
63,843
43,640
Distribution
48,855
40,426
Sundry
32471
30,298
352,833
310,409
79,667
2005 77,838
7,981
6,826
Newspaper purchases
42,492
41,271
Other materials consumed
33,487
35,875
163,627
161,810
Sales expenses include the costs of various promotional campaigns totalling EUR 60,008 thousand in 2006 (2005: EUR 69,342 thousand).
26. STAFF COSTS
28. FINANCE INCOME
The detail of “Staff Costs” in 2006 and 2005 is as follows:
The detail of “Finance Income” in the accompanying consolidated income statements for 2006 and 2005 is as follows:
Wages and salaries Employer social security costs
Thousands of Euros
Thousands of Euros
2006
2006
2005
195,839
170,288
40,119
35,079
Income from equity investments
327
803
Gain on disposal of marketable securities
3,408
2,798
5,311
6,978
7
4
9,053
10,583
Termination benefits
9,486
5,517
Other interest and similar income
Other employee welfare benefits
3,373
2,901
Exchange gains
Contributions to pension plans and similar obligations and insurance premiums for the coverage of other retirement contingencies (Note 4-j)
128
Total 3,115
2,870
251,932
216,655
2005
"Other Interest and Similar Income" includes basically the finance income from deposits (see Note 14) held by the Group companies during the year.
129
The Group held an ownership interest of 36.42% (see Note 10) and, accordingly, gained control of the company, which is now fully consolidated.
29. FINANCE COSTS The detail of “Finance Costs” in the accompanying consolidated income statements for 2006 and 2005 is as follows:
The detail of the net assets of Federico Doménech, S.A. and subsidiaries is as follows:
Thousands of Euros
Finance costs relating to group insurance and pension plans (see Note 20) Losses due to changes in fair value (see Note 11) Interest on bank borrowings (see Note 18) Loss on financial derivatives Other finance costs Interest payables to associates Total
2006
2005
2,217
4,732
374
494
2,323
1,180
146
-
1,930
1,681
-
23
6,990
8,110
30. NET GAIN ON DISPOSAL OF NON-CURRENT ASSETS The detail of “Net Gain on Disposal of Non-Current Assets” in the consolidated income statements for 2006 and 2005 is as follows: Thousands of Euros 2006
Thousands of Euros Carryng Amount of the Subsidiary Prior to the Fair Businesses Value Combination Adjustements
Fair Value
Net assets acquired: • • • • • • • • • • • •
Property, plant and equipment Other intangible assets Goodwill Financial assets Deferred tax assets Inventories Accounts receivable Cash and cash equivalents Minority interests Provisions Deferred tax liabilities Trade and other payables
Total
20,960 370 412 4,400 3,355 1,256 10,834 1,145 (154) (634) (32) (9,484)
3,211 19,429 (6,800) -
24,171 370 412 23,829 3,355 1,256 10,834 1,145 (154) (634) (6,832) (9,484)
32,428
15,840
48,268
2005
Gains/ (Losses) “Financial Investments” includes an ownership interest of 16% in the subsidiary Taller de Editores, S.A., amounting to EUR 14 million after fair value adjustments. As a result, the Group’s percentage of ownership increased to 76.04%.
Net gain on disposal of intangible assets, property, plant and equipment and financial assets (see Notes 8, 9 and 10)
712
3,835
Net gain on disposal of investments in associates (see Note 10))
948
15,558
1,660
19,393
Total
The Group acquired the customer base and customer relationships of Federico Doménech S.A. through this transaction. Since these assets cannot be separated and sold, transferred, leased or exchanged individually or together with other related portions from the rest of the Group, they cannot be measured reliably and, therefore, cannot be separated from the rest of goodwill. Also, Vocento has granted a put option to the other shareholders of Federico Doménech whereby the Group must acquire the shares that they wish to sell during the next few years at market price on the date that the offer is made based on the calculations made in the previous acquisition. • In May 2006 the Group acquired a direct investment of 12,000 shares of Tripictures, S.A. representing 66.67% of its share capital for EUR 51 million. The assets and liabilities acquired are summarised as follows:
31. OTHER INCOME AND EXPENSES
Thousands of Euros
“Other Income and Expenses” in the consolidated income statements for 2006 and 2005 includes the expenses incurred by the Group as a result of the admission to listing. These expenses include those incurred in legal and commercial advertising, legal and financial advisory services and the services provided by the Group’s main auditor (see Note 39).
Carrying Amount of the Subsidiary Prior Fair to the Business Value Combination Adjustments
Fair Value
Net assets acquired:
32. ACQUISITION OF SUBSIDIARIES 2006 The main acquisitions of subsidiaries in 2006 were as follows: • In February 2006 the Group acquired 15,992 shares, representing 21% of the share capital, of Federico Doménech, S.A. for approximately EUR 41,657 thousand, giving rise to goodwill of EUR 31,519 thousand.
• • • • • • • • • Total
130
Property, plant and equipment Other intangible assets Financial assets Inventories Accounts receivable Cash and cash equivalents Provisions Deferred tax liabilities Trade and other payables
261 38,018 57 756 41,270 2,282 (124) (81,107)
69,477 (23,700) (611)
261 107,495 57 756 41,270 2,282 (124) (23,700) (81,718)
1,413
45,166
46,579
131
The Group has granted the other shareholders a put option on all their shares, to be exercised in 2008, at market price on the date that the offer is made based on the calculations made in the previous acquisition.
The detail of the net assets acquired is as follows: Thousands of Euros
• Lastly, the Group acquired various ownership interests in companies engaging mainly in magazine publishing and website management. The assets and liabilities acquired are summarised as follows:
Thousands of Euros Fair Value Net assets acquired: • • • • • • • Total
Property, plant and equipment Other intangible assets Inventories Accounts receivable Cash and cash equivalents Deferred tax liabilities Trade and other payables
504 717 206 6,342 2,571 (8) (4,085) 6,247
Fair Value Net assets acquired: • • • • • • • •
Property, plant and equipment Other intangible assets Financial assets Inventories Accounts receivable Cash and cash equivalents Provisions Trade and other payables
Total
860 6,769 85 2,131 7,116 387 (133) (15,734) 1,481
The carrying amount of the subsidiary prior to the business combination coincides with fair value. Therefore, the Company recognised goodwill amounting to EUR 9,892 thousand (see Note 7).
The carrying amount of the subsidiaries prior to the business combinations coincides with fair value. The acquisition cost of these subsidiaries amounted to EUR 17,982 thousand and, therefore, the Group recognised goodwill of EUR 14,735 thousand. In addition, in accordance with the purchase agreement for one of these companies, after the Board of Directors receives the audited financial statements of the company, the price paid will be adjusted on the basis of the results for 2006. Based on the directors’ estimates, the Group recorded an addition to goodwill of EUR 1,242 thousand.
Based on the actual results for 2006, the Group reduced goodwill by EUR 1,815 thousand (see Note 7). • Also, the Group acquired 75% and 67.5% of the shares of Avista Televisió de Barcelona, S.L. (Urbe TV) and Comunicaset, S.L. for an overall amount of EUR 3,750 thousand, in addition to various investments in other companies engaging in managing the local television service. The assets and liabilities acquired are summarised as follows:
Sales would have risen by EUR 27,590 thousand and the Group’s net profit would have dropped by approximately EUR 667 thousand had these business combinations occurred on 1 January 2006.
Thousands of Euros Fair Value
The directors took the following into account when determining the pro forma sales and result that would have been obtained had the business combinations occurred on 1 January 2006: • Amortisation and depreciation were calculated on the basis of the fair value of the assets accounted for in the business combinations rather than on the basis of their values prior to the acquisition. • Finance costs were calculated by taking into consideration the level of indebtedness, creditworthiness and debt/equity ratio after the business combination. 2005 The main acquisitions of subsidiaries in 2005 were as follows: • In September 2005 the Group acquired 5,148 shares representing 40% of the share capital of Bocaboca Producciones, S.L. for EUR 10,502 thousand, which included EUR 7,281 thousand paid at 31 December 2005. In addition, the Group recognised the two estimated price adjustments relating to the possible differences between the actual and estimated results of Bocaboca Producciones, S.L. for 2005 and 2006. These adjustments will be paid in March 2006 and March 2007, respectively. The Group held an ownership interest of 30% (see Note 10) and, accordingly, it gained control.
132
Urbe TV and Comunicaset, S.L.
Other
Net assets acquired: • • • • • • Total
Property, plant and equipment Other intangible assets Deferred tax assets Accounts receivable Cash and cash equivalents Trade and other payables
203 9 1,121 302 21 (1,869)
33 345 13 (535)
(213)
(144)
The Group recognised goodwill of EUR 3,914 thousand (see Note 7) in connection with the acquisition of Avista Televisió de Barcelona, S.L. (Urbe TV) and Comunicaset, S.L.
133
Thousands of Euros
33. EARNINGS PER SHARE Balances
Transactions
The reconciliation at 31 December 2006 and 2005 of the number of ordinary shares used in the calculation of earnings per share is as follows:
2006 124.970,306 (2.224,675)
124.970,306 (7,339)
Total
122.745,631
124.962,967
The basic earnings per share for 2006 and 2005 are as follows:
Basic earnings per share (euros)
Receivable (see Note 13)
2005
Number of shares Number of treasury shares
Net profit for the year attributable to the Parent (thousands of euros) Number of shares (thousands of shares)
Income
2006
2005
77,565 122,746
102,881 124,963
0.63
0.82
Payable (see Note 17)
Operating
Expenses
Finance
Operating
Finance
Cirpress, S.L. Corp. Inversora en Medios de Comunicación, S.A. Distribuciones Papiro, S.L. Federico Domenech, S.A. Rotok Industria Gráfica, S.A. Val Disme, S.L. Distrimedios, S.A. Gala Ediciones, S.L. Producciones Antares Media, S.L. Milenio ABC, S.A. de C.V. Victor Steinberg y Asociados, S.L. Grupo de Productores Independientes, S.L. Local Print, S.L. Videomedia, S.A. Imagen y Servicios, S.A.
796 17 1,590 2,528 2,776 38 17 217 9 1,006 -
650 78 15 262 427 50 3 100 68 18
7,912 51 9,830 2 25,260 15,756 2,348 1 3 81 17 -
-
678 776 102 1,964 1,337 1,762 2 276 217 97 19
-
Total
8,994
1,671
61,261
-
7,230
-
-
At 31 December 2006 and 2005, Vocento, S.A., the Parent of the Group, had not issued any financial instruments or other items entitling the holder to receive ordinary shares of the Company. As a result, the diluted earnings per share match the basic earnings per share. The breakdown by company of the balances of “Trade and Other Receivables – Receivable from Related Parties” and “Trade and Other Payables – Payable to Related Parties” the accompanying consolidated balance sheet at 31 December 2005, and of the transactions performed with such companies in 2005 by Vocento, S.A. and the fully consolidated subsidiaries is as follows: Thousands of Euros Balances
34. BALANCES AND TRANSACTIONS WITH OTHER RELATED PARTIES
Transactions Income
Receivable (see Note 13)
The breakdown by company of the balances of “Trade and Other Receivables – Receivable from Related Parties” and “Trade and Other Payables – Payable to Related Parties” in the accompanying consolidated balance sheet at 31 December 2006, and of the transactions performed with such companies in 2006 by Vocento, S.A. and the fully consolidated subsidiaries is as follows:
Payable (see Note 17)
Operating
Expenses
Finance
Operating
Finance
Gestevisión Telecinco, S.A. Federico Doménech, S.A. y dependientes Cirpress, S.L. Distribuciones Papiro, S.L. BocaBoca Producciones, S.A. Rotok Industria Gráfica, S.A. CIMECO Prisma Publicaciones 2002, S.L. Distrimedios, S.A. Val Disme, S.L. Gala Ediciones, S.L. Other
1 435 439 952 26 2,763 2,260 1,286 146
408 132 193 15 212 234 53 1,542 244
1 2,155 9,316 11,965 8 97 14 30,776 18,208 7,577 75
12 1 -
78 2,132 723 1,060 64 289 445 1,774 945 3,280 630
156 8
Total
8,308
3,033
80,192
13
11,420
164
The principal balances and transactions with companies accounted for using the equity method relate to the sale and distribution of copies of newspapers and supplements performed under normal market conditions. Since the aforementioned balances are trade balances, they are not interest-bearing and, in general, they will be paid at short term.
134
135
At 31 December 2005, the Group companies had granted the following loans to related parties: Related Party to which the Loan was Granted
Carrying Amount at 31/12/05
Bocaboca Producciones, S.L.
600
REMUNERATION OF DIRECTORS (Thousands of Euros)
Currency
Thousands of Euros
Interest Rate Euribor + 0.6%
Maturity
Attendance Fees
2006 Vocento, S.A.
Contributions to Pension Plans, Life Insurance and Other
Profit-Sharing Payment
Vocento, Vocento, S.A. Subsidiaries S.A.
Subsidiaries
Termination Benefits
Subsidiaries
Vocento, S.A.
Other Remuneration of Remunerations Directors for Senior of Directors Executive Functions Fixed Variable Vocento, S.A.Vocento, S.A.
Subsidiaries
Board of Direct. Committees
At 31 December 2006, the Group companies had not granted any credit lines or loans to related parties.
35. REMUNERATION OF DIRECTORS In 2006 and 2005 the consolidated companies paid the following remuneration to the Group's Board members:
Thousands of Euros 2006
2005
Fixed and variable remuneration Board and committee meeting attendance fees Profit-sharing payments
2,553 412 1,979
1,590 329 1,747
Total
4,944
3,666
TOTAL
DIRECTORS AT 31 DECEMBER 2006 D. Santiago de Ybarra y Churruca D. Alejandro Echevarría Busquet D. José María Bergareche Busquet D. Enrique de Ybarra e Ybarra Mezouna (D. Ignacio Ybarra Aznar) D. Santigo Bergareche Busquet D. Victor Urrutia y Vallejo D. Claudio Aguirre Pemán Dña. Catalina Luca de Tena García-Conde Dña. Soledad Luca de Tena García-Conde D. Alvaro Ybarra Zubiria Dña. María del Carmen Careaga D. Diego del Alcazar Silvela ATLAN PRESSE, S.A.R.L. D. Carlos Castellanos Borrego Total directors at 31 December 2006
14 13 14 14 6 14 11 7
13 17 8 8 3 13 12 3
14
7
14 14 11 11 14 8
18 13 -
179
10 7 9 7 1 -
613 60 60 60 60 60 60 60
5
60
13
60 60 41 41 41 41
3 2
115
70 40 40 45 7 7 15 -
175 61 -
28
-
65
-
7
57 1,377
-
324
-
1,000 11
-
3
-
-
236
14
-
-
-
-
720 1.481 1.125 134 76 94 99 70
278
-
-
403
173
-
-
346 87 52 55 55 58
169 685
-
1,000
451
248
854
248
4,855
DIRECTORS REMOVED DURING THE YEAR
No advances, loans, credit facilities or guarantees were granted to the directors in 2006 or 2005. The life insurance payments made in 2006 in relation to the policies whose coverage affects directors amounted to EUR 62 thousand (2005: EUR 56 thousand). With respect to pension commitments, the contributions to pension plans whose beneficiaries are Board members amounted to EUR 188 thousand at 2006 year-end (2005 year-end: EUR 121 thousand). The breakdown, by Board member, of the remuneration of the directors in 2006 is as follows:
D. Emilio de Ybarra y Churruca D. Juan Entrecanales de Azcárate D. Nemesio Fernández Cuesta Luca de Tena D. Santiago Eguidazu Mayor D. Juan Carlos Guerra Zunzunegui
6 12 3 7 7
7 -
3
60 40
4 9
-
Total directors removed during the year
35
20
TOTAL REMUNERATION OF DIRECTORS
214
135
-
8
-
-
-
-
-
-
84 52
10
-
-
-
-
-
-
67 76 60
-
-
-
-
-
-
339
-
3
60 60 40
-
6
260
18
63 1,637
342
236
14
1,000
451
854
248
5,194
36. REMUNERATION OF SENIOR EXECUTIVES The staff costs (cash remuneration, compensation in kind, social security, contributions, etc.) relating to the General Managers making up the Parent's Executive Committee - excluding those who are also members of the Board of Directors (whose remuneration is shown above) amounted to EUR 2,663 thousand in 2006 and EUR 3,016 thousand in 2005. There are guarantee or golden parachute clauses for the termination of the initial contracts or of any renewals thereof of the Group’s CEO and General Manager, consisting of two and half years’ total gross remuneration that they would have received. In the event of termination without just cause, the amount would be three years’ remuneration.
136
137
Company through
Positions or Functions
Type of
which the Activity is
at the Company
Arrangement
Performed
Concerned
37. OTHER DISCLOSURES CONCERNING THE BOARD OF DIRECTORS The directors of Vocento, S.A. with direct and indirect ownership interests in companies engaging in an activity that is identical, similar or complementary to the activity constituting the Company’s corporate purpose are as follows:
Activity Performed
Santiago de Ybarra y Churruca
Investee
Activity
Ownership Interest
Santiago de Ybarra y Churruca
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.7163%
Chairman
Santiago de Ybarra y Churruca
Diario ABC, S.L.
Newspaper publishing
0.0002 %
Director
José María Bergareche Busquet
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.2779 %
First Deputy Chairman
Alejandro Echevarría Busquet
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.1072 %
Director
Alejandro Echevarría Busquet
Diario ABC, S.L.
Newspaper publishing
0.0002 %
Director
Alejandro Echevarría Busquet
Gestevisión Telecinco, S.A.
Television
0.0023%
Chairman
Owner
Name
Functions
Diario El Correo, S.A.U. Corporación de Medios de Murcia, S.A. El Norte de Castilla, S.A.
Newspaper publishing
Independent professional
-
Chairman
Newspaper publishing Newspaper publishing
Independent professional Independent professional
-
Director Director
Newspaper publishing Newspaper publishing Television Radio
Independent Independent Independent Independent
professional professional professional professional
-
Director Director Director Chairman
Newspaper publishing Newspaper publishing News agency
Independent professional Independent professional Independent professional
-
Director Director Chairman
Advertising sales
Independent professional
-
Chairman
Newspaper publishing
Independent professional
-
Director
Producción Audiovisual
Independent professional
-
Director
Television
Independent professional
-
Director
Radio Newspaper publishing Newspaper publishing
Independent professional Independent professional Independent professional
-
Director Director Director
Newspaper publishing Newspaper publishing
Independent professional Independent professional
-
Director Director
Independent professional
-
Chairman
José María Bergareche Busquet
Diego del Alcázar Silvela
Diario ABC, S.L. Diario El Correo, S.A.U. Gestevisión Telecinco, S.A. Radio Publi, S.L. Alejandro Echevarría Busquet Diario El Correo, S.A.U. Editorial Cantabria, S.A. Agencia de Televisión . Latinoamericana de Servicios y Noticias España, S.A Publiespaña, S.A.
Mercared, S.A.
Publications
0.74 %
-
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.2042%
-
Catalina Luca de Tena García-Conde
Diario ABC, S.L.
Newspaper publishing
0.0002 %
Chairman
Catalina Luca de Tena García-Conde
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.0235 %
-
Catalina Luca de Tena García-Conde
Ediciones Luca de Tena, S.L.
Book publishing
95%
Sole Director
Soledad Luca de Tena García-Conde
Diario ABC, S.L.
Newspaper publishing
0.0002 %
Deputy Chairman
Sociedad Vascongada de Publicaciones, S.A.
Newspaper publishing
0.0135%
-
Atlanpresse S.A.R.L.
S.E.P.L.
Press
99.99%
-
Atlanpresse S.A.R.L.
Dordogne Libre
Press
99.98%
-
Atlanpresse S.A.R.L.
Les Editions du Bassin
Press
99.00%
-
Grupo Europroducciones, S.A. Sociedad Gestora de TV Onda 6, S.A.U. Radio Publi, S.L. Diario el Correo, S.A.U. Corporación de Medios de Cadiz, S.L.U. Federico Doménech, S.A. ABC de Sevilla, S.L.
Atlanpresse S.A.R.L.
Les Editions de la Semaine
Press
100.00%
-
Catalina Luca de Tena García-Conde
Atlanpresse S.A.R.L.
Surf Session
Press
100.00%
-
ABC de Sevilla, S.L.
Atlanpresse S.A.R.L.
Societe de Gratuit D’Information
Press
75%
-
Santiago Bergareche Busquet
Álvaro de Ybarra Zubiria
Atlanpresse S.A.R.L.
SNEM
Press
5%
-
Carlos Castellanos Borrego
Recoletos
Media
0.0023%
-
Carlos Castellanos Borrego
Pearson
Media
0.0055%
-
Santiago Bergareche Busquet Corporación de Medios de Murcia, S.A.
Soledad Luca de Tena García-Conde
Newspaper publishing
Also, as provided for by the relevant Law, set forth below are the activities additional to those stated in the foregoing table performed by the directors, as independent professionals or as employees, that are identical, similar or complementary to the activity that constitutes the corporate purpose of Vocento, S.A.:
138
139
Name
Activity Performed
Company through
Positions or Functions
Type of
which the Activity is
at the Company
Arrangement
Performed
Concerned
Victor Urrutia y Vallejo Diario El Correo, S.A.U. El Norte de Castilla, S.A.
Newspaper publishing Newspaper publishing
Independent professional Independent professional
-
Consejero Consejero
Newspaper publishing
Independent professional
-
Consejero
Newspaper Newspaper Newspaper Newspaper Newspaper
Independent Independent Independent Independent Independent
professional professional professional professional professional
-
Consejero Consejero Consejero Consejero Consejero
39. FEES PAID TO AUDITORS The fees for financial audit services provided to the various Group companies by the principal auditor and by other entities in 2006 amounted to EUR 1,991 thousand (2005: EUR 1,088 thousand). Additionally, the fees for other advisory services provided to the various Group companies by the principal auditor and by other entities related to the auditor amounted to EUR 751 thousand in 2006 (2005: EUR 248 thousand) .
Enrique de Ybarra e Ybarra Corporación de Medios de Andalucía, S.A. Diario El Correo, S.A.U. Editorial Cantabria, S.A. El Comercio, S.A. Nueva Rioja, S.A. Sociedad Vascongada dePublicaciones, S.A.
publishing publishing publishing publishing publishing
40. AUTHORISATION FOR ISSUE OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements for the year ended 31 December 2006 were authorised for issue by the directors of Vocento, S.A. on 28 February 2007.
Carlos Castellanos Borrego Diario El Correo, S.A.U. Diego del Alcázar Silvela
Newspaper publishing
Independent professional
-
Consejero
Diario ABC, S.L. ONO, S.A. Heléne Lemoine
Newspaper publishing Telecommunications
Independent professional Independent professional
-
Consejero Consejero
Groupe Sud Ouest, S.A. S.A.P.E.S.O., S.A.
Newspaper publishing Newspaper publishing
Independent professional Independent professional
Atlan Presse, S.A.R.L. Atlan Presse, S.A.R.L.
Consejera Administradora
41.EXPLANATION ADDED FOR TRANSLATION TO ENGLISH These consolidated financial statements are presented on the basis of IFRSs as adopted by the European Union. Certain accounting practices applied by the Group that conform with IFRSs may not conform with other generally accepted accounting principles.
38. GUARANTEE COMMITMENTS TO THIRD PARTIES At 31 December 2006, the detail of the main guarantees received by the Group, by type, are as follows:
Thousands of Euros Operation of public digital terrestrial radio broadcasting service Operation of digital television service and obligations acquired Grants and loans for the development of technological projects Advances to television channels Other Total
19,348 7,751 3,777 3,843 1,615 36,334
The Group's directors estimate that any liabilities additional to the provisions recognised at 31 December 2006 for such purpose which might arise as a result of the guarantees received would not be material.
140
141
Appendix
Percentage of Ownership
Thousands of Euros
Ownership Interest Company
Location Line of Business
Direct
Indirect
Control
Share Capital
Profit (Loss) for the Interim Reserves Year (1) Dividend
GROUP: Printed media
SUBSIDIARIES OF THE GROUP OF COMPANIES OF WHICH VOCENTO, S.A. IS THE PARENT
Diario ABC, S.L.
Madrid
Daily press
99.99%
-
99.99%
6,100
36,680
1,820
-
Diario El Correo, S.A.U. (a) (c)
Bilbao
Daily press
-
100.00%
100.00%
8,000
27,665
20,037
(15,995)
Sociedad Vascongada de Publicaciones, S.A. (a) (c)
San Sebastián
Daily press
-
75.81%
75.81%
4,799
26,507
13,020
(10,306)
Editorial Cantabria, S.A. (d)
Santander
Daily press
-
85.91%
85.91%
2,394
5,791
8,137
(5,501)
Nueva Rioja, S.A.
Logroño
Daily press
-
58.92%
58.92%
1,000
6,120
1,803
(1,434)
Corporación de Medios de Murcia, S.A. (d)
Murcia
Daily press
-
97.61%
97.61%
3,333
11,855
6,493
(5,100)
Corporación de ,, Medios de Andalucía, S.A. (d)
Granada
Daily press
-
98.20%
98.20%
3,333
9,461
3,864
(2,260)
Corporación de Medios de Extremadura, S.A. (d)
Badajoz
Daily press
-
97.07%
97.07%
1,667
3,906
1,079
(583)
Prensa Malagueña, S.A. (d)
Málaga
Daily press
-
87.82%
87.82%
4,950
14,067
7,621
(5,780)
El Norte de Castilla, S.A. (d)
Valladolid
Daily press
-
76.49%
76.49%
2,168
13,698
4,874
(3,933)
El Comercio, S.A.
Gijón
Daily press
-
51.46%
51.46%
105
7,187
1,897
(1,360)
Corp. Medios de Cádiz, S.L.U. (d)
Cádiz
Daily press
-
100.00%
100.00%
450
2,290
(2,288)
-
Federico Domenech, S.A.
Valencia
Daily press
-
57.42%
57.42%
458
25,890
5,867
(3,477)
Taller de Editores, S.A.
Madrid
Supplement publishing and news agency
-
76.04%
76.04%
1,763
5,371
8,289
(2,480)
Taller de Ediciones Corporativas, S.L.U.
Madrid
Content marketing and magazine publishing
-
76.04%
100.00%
290
1,914
858
-
Inversor Ediciones, S.L.
Madrid
Economic magazine publishing
-
39.57%
52.04%
96
1,191
332
-
Legal Informatic, S.L.
Madrid
Magazine publishing
-
45.63%
60.00%
58
572
(363)
-
ABC Castilla-La Mancha, S.L.U.
Toledo
Publishing house
-
99.99%
100.00%
60
-
-
-
ABC Castilla y León, S.L.U.
Valladolid
Publishing house
-
99.99%
100.00%
60
-
-
-
ABC Cataluña, S.L.U.
Barcelona
Publishing house
-
99.99%
100.00%
60
-
-
-
Diario ABC de Valencia, S.L.U.
Valencia
Publishing house
-
99.99%
100.00%
60
-
-
-
ABC de Cordoba, S.L.U.
Córdoba
Publishing house
-
99.99%
100.00%
60
-
-
-
ABC Sevilla, S.L.U.
Seville
Publishing house
-
99.99%
100.00%
600
13,046
2,121
(1,200)
Gala Ediciones, S.L. (b)
Madrid
Magazine publishing
-
76.04%
100.00%
1,604
4,821
(4,199)
-
Canal Bilbovisión, S.L. (a) (c)
Bilbao
Local television
-
89.75%
87.37%
158
554
(489)
-
Alava Televisión, S.L. (a) (c) (e)
Vitoria
Local television
-
97.08%
95.77%
167
361
(522)
-
Durango Telebista, S.L. (a) (c)
Vizcaya
Local television
-
100.00%
100.00%
163
(14)
(6)
-
Teledonosti, S.L. (a)
San Sebastián
Local television
-
50.06%
66.04%
1,250
28
50
-
KTB-Kate Berria, S.L.U. (a) (c)
Audiovisuales
Guipúzcoa
Local television
-
75.81%
100.00%
50
175
(40)
-
Radiotelevisión Canal 8 - DM, S.L. (d) Santander
Local television
-
85.73%
100.00%
925
23
(268)
-
Rioja Televisión, S.A.
Logroño
Local television
-
46.04%
78.14%
1,050
(376)
(231)
-
La Verdad Radio y Televisión, S.L.
Murcia
Radio broadcasting and local television
-
63.49%
65.05%
2,040
(85)
(552)
-
Canal Ideal Televisión, S.L. (d)
Granada
Local television
-
78.89%
80.33%
615
-
(268)
-
Canal Cultural de Badajoz, S.L.
Badajoz
Local television
-
50.64%
52.17%
335
565
(400)
Continue
142
143
Percentage of Ownership
Thousands of Euros
Ownership Interest Company
Location Line of Business
Direct
Indirect
Control
Share Capital
Percentage of Ownership
Profit (Loss) for the Interim Reserves Year (1) Dividend
El Comercio TV, Servicios Audiov., S.L.
Gijón
Local television
-
51.46%
99.99%
700
(203)
(77)
-
Moper Visión, S.L.U. (d)
Málaga
Local television
-
87.82%
100.00%
1,200
(133)
(19)
-
PREVAHPE, S.L.U. (d) (e)
Málaga
Portfolio company
-
87.82%
100.00%
50
(751)
(208)
-
Costa Visión, S.L.U. (d)
Málaga
Local radio broadcasting-
87.82%
100.00%
156
1
(34)
-
Pabellón de México, S.L.
Seville
Local television
-
73.10%
73.10%
780
736
(328)
-
Thousands of Euros
Ownership Interest Company
Location Line of Business
Direct
Indirect
Control
Share Capital
Profit (Loss) for the Interim Reserves Year (1) Dividend
Producciones Digitales del Sur, S.A. (d)
Málaga
Audiovisual production company
87.82%
100.00%
410
(10)
(273)
-
Bocaboca Producciones, S.L.
Madrid
Film and TV programme production
-
59.50%
70.00%
77
1,618
140
-
Boca Interactiva, S.L.
Madrid
Film and TV programme production
-
59.50%
100.00%
3
12
(12)
-
Abandamedia Producciones, S.L.
Valencia
Film and TV programme production
-
47.00%
80.00%
3
8
(5)
-
Tripictures, S.A.
Madrid
Film and TV programme distribution
-
56.67%
66.67%
1,082
331
247
-
Editorial Cantabria de Radiotelevisión, S.A. (d)
Santander
Portfolio company
-
85.73%
99.8%
650
246
(424)
-
ABC Sevilla Multimedia, S.L.
Sevilla
Portfolio company
-
99.99%
100.00%
400
769
(662)
-
El Correo Digital, S.L.U. (a) (c)
Bilbao
Electronic press
-
100.00%
100.00%
400
(52)
93
-
San Sebastián
Electronic press
-
75.81%
100.00%
360
(108)
116
-
Santander
Electronic press
-
85.90%
99.99%
60
153
89
(89)
La Rioja Com. Serv en la Red, S.A.U. Logroño
Electronic press
-
58.92%
100.00%
181
71
11
-
La Verdad Digital, S.L.U. (d)
Murcia
Electronic press
-
97.61%
100.00%
250
19
108
-
Ideal Comunicación Digital, S.L. (d)
Granada
Electronic press
-
98.20%
100.00%
420
(62)
54
-
Ediciones Digitales Hoy, S.L.U. (d)
Badajoz
Electronic press
-
97.07%
100.00%
100
141
30
-
Diario Sur Digital, S.L. (d)
Málaga
Electronic press
-
87.82%
100.00%
350
(158)
96
-
Sdad. Gestora de Televisión Punto TV, S.L.U.
Madrid
Television
-
100.00%
100.00%
172
5,583
(4,813)
-
Radio Difusión Torre, S.A.
Valencia
Television
-
29.28%
51.00%
403
348
(484)
-
Las Provincias Televisión, S.A.U.
Valencia
Television
-
57.42%
100.00%
1,500
5
22
-
Sociedad Gestora de Televisión Onda 6, S.A.U.
Madrid
Digital televisionl
-
100.00%
100.00%
7,710
6,352
(8,445)
-
Sociedad Gestora de Televisión NET TV, S.A. (e)
Madrid
Digital television
-
53.22%
70.27%
9,142
(3,422)
(9,116)
-
Avista Televisió de Barcelona, S.L. (e)
Barcelona
Digital television
-
75.00%
75.00%
50
855
(1,241)
-
Comunicaset, S.A. (b)
Barcelona
Digital television
-
67.50%
67.50%
60
2
(5)
-
Radio El Correo, S.L.U. (a) (c)
Bilbao
Local radio broadcasting-
100.00%
100.00%
6
253
(251)
-
Sociedad Vascongada de Radio, S.L.U. (a) (c)
San Sebastián
Local radio broadcasting-
75.81%
100.00%
3
264
16
-
Cartera de Medios, S.A.U. (d)
Badajoz
Local radio broadcasting-
97.07%
100.00%
550
(115)
(80)
-
Radio Publi, S.L.
Barcelona
Local radio broadcasting-
63.66%
63.66%
7,873
7,261
(7,585)
-
Digital Vasca, S.A. (a) (c)
Sociedad Aragonesa de Gestión Radiofónica, S.L.
Madrid
Local radio broadcasting-
63.66%
100.00%
3
-
-
-
Radio Utrera La Voz de la Campiña, S.L.
Editorial Cantabria Interactiva, S.L. (d)
Seville
Local radio broadcasting-
63.66%
100.00%
30
2
-
-
Radio Gaditana 2005, S.L. (d)
Cádiz
Local radio broadcasting-
100.00%
100.00%
3
60
(59)
-
Avista Televisión de Andalucía, S.A.
Sevilla
Digital television
-
100.00%
100.00%
900
-
(12)
-
Proviradio, S.L.
Valencia
Radio broadcasting
-
57.42%
100.00%
270
310
(52)
-
Internet
Radio LP, S.L.U.
Valencia
Local radio broadcasting-
57.42%
100.00%
243
(118)
160
-
E-Media Punto Radio, S.A.U.
Madrid
Digital radio
-
100.00%
100.00%
60
364
(105)
-
Corporación de Medios Radiofónicos Digitales, S.A. (a) (c) (e) Vizcaya
Digital radio
-
91.30%
100.00%
1,503
(1,339)
(217)
-
Euroservice Servicios Técnicos de TV, S.L.
Madrid
Technical TV services
-
84.97%
99.97%
364
681
395
-
Grupo Europroducciones, S.A.
Madrid
TV programme production
-
85.00%
100.00%
6,550
7,696
391
-
El Norte de Castilla Digital, S.L.U. (d)
Valladolid
-
76.48%
99.99%
60
213
85
-
Gijón
Electronic press
-
51.45%
99.99%
15
176
90
-
Electronic press
Europroducciones TV, S.L.
Madrid
TV programme production
-
79.72%
93.79%
1,051
3,093
(2,201)
-
El Comercio Digital Serv. Red, S.L.
IDD Publicidad, S.L.
Madrid
TV programme production
-
84.29%
99.17%
144
414
338
-
La Voz de Cádiz Digital, S.L. (d)
Cádiz
Electronic press
-
100.00%
100.00%
3
28
(28)
-
Euro Ficción, S.L.
Madrid
TV programme production
-
84.58%
100.00%
296
2,429
(78)
-
ABC Periódico Electrónico, S.L.U.
Madrid
Electronic press
-
99.99%
100.00%
60
(26)
403
-
Europroduzione, S.R.L.
Italy
TV programme production
-
79.73%
100.00%
810
20
12
-
ABC Sevilla Digital, S.L. (c) (e)
Seville
Electronic press
-
99.99%
100.00%
3
-
(13)
-
Europroducciones TV Portugal Produçoes Audiovisuais, Lda.
Valenciana Editorial Interactiva, S.L.U. Valencia
57.42%
100.00%
121
(20)
29
-
TV programme production
-
79.82%
100.00%
5
(3)
254
-
Electronic press
-
Portugal
Taller de Editores Digital, S.L.
76.04%
100.00%
60
92
(21)
-
Poland
TV programme production
-
79.72%
100.00%
13
-
(28)
-
Electronic press
-
Euro TV Poland, sp.zo o. Hill Valley, S.L.
Madrid
TV programme production
-
55.73%
69.91%
9
80
18
Continue
Madrid
Sarenet, S.A. (a) (c)
Vizcaya
Internet operator
-
80.00%
80.00%
1,000
2,238
1,598
-
Alianzas y Nuevos Negocios, S.L.U.
Madrid
Internet
-
100.00%
100.00%
750
733
(969)
-
Vocento Media Trader, S.L.U. (a) (c)
Vizcaya
New information media
-
100.00%
100.00%
70
338
457
Continue
144
145
Percentage of Ownership
Thousands of Euros
Ownership Interest Company
Location Line of Business
Direct
Indirect
Control
Share Capital
Percentage of Ownership
Profit (Loss) for the Interim Reserves Year (1) Dividend
La Trastienda Digital, S.L.U. (a) (c)
Vizcaya
e-commerce
-
100.00%
100.00%
66
257
370
-
Desarrollo de Clasificados, S.L.
Madrid
Portfolio company
-
100.00%
100.00%
1,000
950
(1,453)
-
Advernet, S.L.
Madrid
Internet portal
-
69.07%
69.07%
339
(47)
32
-
Infoempleo, S.L.
Madrid
Internet portal
-
51.00%
51.00%
1,269
786
(281)
-
Maxi Press Comunicación, S.A.
Madrid
Internet portal
-
26.68%
26.68%
60
177
440
-
Habitatsoft, S.L. (e)
Barcelona
Internet portal
-
60.29%
60.29%
4
69
(197)
-
Holding de Portales de Motor, S.L.
Madrid
Portfolio company
-
51.00%
51.00%
3,250
-
(193)
-
Unión Operativa de Autos, S.L.
Madrid
Internet portal
-
40.80%
80.00%
35
557
72
-
Other businesses
Thousands of Euros
Ownership Interest Company
Location Line of Business
Direct
Indirect
Control
Share Capital
Profit (Loss) for the Interim Reserves Year (1) Dividend
Comercializadora de Medios de Cantabria, S.C. (d)
Santander
Advertising
-
85.91%
100.00%
1
-
-
-
Rioja Medios, Compra de Medios de Publicidad, S.A.U.
Logroño
Advertising
-
58.92%
100.00%
61
117
30
-
Comercial Media de Levante, S.L. (d)
Murcia
Advertising
-
97.61%
100.00%
125
145
28
-
Comercializadora de Medios Andalucía, S.L.(d)
Granada
Advertising
-
98.20%
100.00%
300
108
70
-
Corp. Medios Extremadura Multimedia, S.L.(d)
Badajoz
Advertising
-
97.07%
100.00%
150
7
2
-
Corporación de Medios del Sur, S.L.(d)
Málaga
Advertising
-
87.82%
100.00%
5
377
-
-
CM. De Castilla y León, S.L.U.(d)
Valladolid
Advertising
-
76.49%
100.00%
60
48
(47)
-
Comercializadora de Medios de Asturias, S.L.
Gijón
Advertising
-
51.45%
99.99%
30
3
-
-
Distribución de Prensa por Rutas, S.L.
Madrid
Distribution
-
60.00%
60.00%
60
433
594
-
Beralan, S.L. (a)
Guipúzcoa
Distribution
-
50.49%
50.49%
218
1,979
1,742
(900)
Sector MD, S.L. (a)
Vizcaya
Distribution
-
38.47%
76.18%
3
417
363
(160)
Banatu, S.L. (a)
Bilbao
Distribution
-
50.49%
99.99%
5
(3)
67
-
Comercial Multimedia Vocento, S.A.U. (d)
Madrid
Advertising
-
100.00%
100.00%
600
81
3
-
-
Globalia de Marketing y Medios, S.L.U.(d)
Madrid
Advertising
-
100.00%
100.00%
60
-
-
-
Comercializadora Medios ABC Andalucía, S.L.U.
Seville
Advertising
-
99.99%
100.00%
3
(1)
8
-
Comercializadora de Medios Las Provincias Multimedia, S.L.U.
Valencia
Advertising
-
57.42%
100.00%
3
1
7
-
Vizcaya
Portfolio company
-
85.00%
85.00%
41,176
29,386
(5,526)
-
Bilbao Editorial Producciones, S.L.U. (a) (c)
Bilbao
Sociedad Vascongada de Producciones, S.L.U. (a) (c)
San Sebastián
Graphic arts
-
100.00%
100.00%
3,000
5,660
(40)
-
Printolid, S.L.U.
Valladolid
Graphic arts
-
100.00%
100.00%
3,003
-
(34)
-
Graphic arts
-
100.00%
100.00%
12,000
13,949
2,001
Guadalprint Impresión, S.L.U.
Málaga
Graphic arts
-
65.00%
65.00%
1,500
-
(73)
-
Rotodomenech, S.L.
Valencia
Graphic arts
-
57.42%
100.00%
3,039
(485)
20
-
Arte Final J.P. Saferi, S.A. (d)
Málaga
Foreign daily press
-
87.82%
100.00%
60
48
(55)
-
Veralia, Corp. Productoras Cine y TV, S.L. (a) (c)
-
Distribuciones COMECOSA, S.L.U. (a) (c)
Vizcaya
Portfolio company
-
100.00%
100.00%
451
5,438
1,565
-
Bilbao
Radio broadcasting
-
100.00%
100.00%
301
789
33
-
La Verdad Editora Internacional, S.L.U.(d)
Murcia
Foreign daily press
-
97.61%
100.00%
60
-
(3)
555 Unimedia, S.L.U.
Valencia
Free press
-
57.42%
100.00%
156
446
(513)
-
Radio Tele Basconia, S.L.U. (a) (c)
Central Sur, S.A. (d)
Málaga
Free press
-
87.82%
100.00%
60
158
(123)
-
Corporación de Medios Regionales, S.L.U. (a) (c)
Bilbao
Portfolio company100.00%
-
100.00%
27,770
57,472
34,568
(25,000)
Madrid
Portfolio company
-
100.00%
100.00%
79,784
175,914
17,353
(10,500)
-
100.00%
100.00%
9,686
33,444
25,926
(23,000)
Gratuitos de Corporación de Medios, S.L. (a)
Bilbao
Free press
-
60.34%
60.34%
60
335
77
-
COMERESA PRENSA, S.L.U. (d)
Servicios Redaccionales Bilbainos, S.L.U. (a) (c)
Bilbao
Free press
-
100.00%
100.00%
550
(202)
60
-
COMERESA PAIS VASCO, S.L.U. (a) (c)
Vizcaya
Portfolio company
Cotlan 900, S.L.(a)
Bilbao
Audiotex
-
60.00%
60.00%
511
(228)
51
-
Corporación de Medios Internacionales de Prensa, S.A.U. (a) (c)
La Voz de Avilés, S.L.
Avilés
Daily press
-
43.70%
84.92%
52
124
12
-
Vizcaya
Portfolio company100.00%
-
100.00%
60
29,664
2,485
-
Zabalik 2.000, S.L. (a) (b) (c)
San Sebastián
Weekly press
-
50.00%
50.00%
3
140
(19)
-
Corporación de Medios de Nuevas Tecnologías, S.L.U. (a) (c)
Vizcaya
Portfolio company100.00%
-
100.00%
555
1,678
(599)
-
La Guia Comercial 2000, S.L (a)
Bilbao
Guidebook publishing -
62.74%
40.00%
60
269
206
-
Fiesta Alegre, S.L.U.
Valencia
Property development and rental
57.42%
100.00%
8,489
300
393
(350)
Corporación de Nuevos Medios Audiovisuales, S.L.U. (a) (c)
Vizcaya
Portfolio company100.00%
-
100.00%
40,740
121,244
33,062
(30,000)
Portfolio company
40.19%
Corporación de Medios de Comunicación, S.L.U.(a) (c)
Vizcaya
Portfolio company100.00%
-
100.00%
10,000
44,440
203
-
Comeco Impresión, S.L. (a) (c)
Vizcaya
Portfolio company
-
100.00%
100.00%
9,249
37,097
2,766
-
Viápolis, S.L.U. (a) (c)
Vizcaya
Internet advertising
-
100.00%
100.00%
66
38
(55)
-
Corporación de Nuevos Medios Digitales, S.L.U.
Madrid
Portfolio company100,00%
-
100.00%
1,500
87,578
(22,143)
-
Pantalla Digital, S.L. (e)
Madrid
Sociedad de Cartera
-
74.78%
74.78%
4,566
111
(6,052)
-
Fundación Colección ABC
Madrid
Foundation
-
99.99%
100.00%
-
-
-
-
Cableedición, S.L.
Valencia
Servicios Auxiliares de Prensa Independiente, S.A. (b)
Madrid
Rineudi, S.L. (b) Gran Enciclopedia de Cantabria, S.L.U. (d) El Norte de Castilla Multimedia, S.L.U. (d)
-
70.00%
3
(1)
(1)
-
Inactive
-
72.42%
95.24%
61
7
-
-
Barcelona
Internet
-
51.00%
51.00%
3
(1)
-
-
Santander
Book sales
-
85.79%
99.87%
9
2
-
-
Valladolid
Advertising
-
76.49%
100.00%
1,987
(260)
(53)
-
CM Norte, S.L.U. (a) (c)
Bilbao
Advertising
-
100.00%
100.00%
88
475
218
-
DV Multimedia Comunicación y Servicios, S.L.U. (a) (c)
San Sebastián
Advertising
-
75.81%
100.00%
100
196
88
Structure
Continue
146
147
Porcentaje
Miles de Euros
Participación Company
Location Line of Business
Direct
Indirect
Capital
Reserves
Profit (Loss) for the Year (1)
Interim Dividend
ASSOCIATES: Printed media Milenio ABC, S.A de C.V. (2)
Mexico
Daily press
-
48.51%
5,050
(3,672)
(6,505)
-
Madrid
Indirect management of the public television service
-
13.00%
123,321
160,881
314,249
-
Producciones Antares Media, S.L.
Cádiz
Local television
-
30.00%
534
21
(97)
-
Plato Chroma, S.A.
Madrid
Film and TV programme production
-
29.75%
91
(84)
(3)
-
Grupo Productores Independientes, S.L. (4)
Madrid
Film and TV programme production
-
14.28%
4
5
(213)
-
Grupo Videomedia, S.A.
Madrid
Film and TV programme production
-
25.51%
65
56
477
(444)
Videomedia, S.A.
Madrid
Film and TV programme production
-
25.51%
60
5,554
2,363
-
Imagen y Servicios, S.A.
Madrid
Film and TV programme production
-
25.51%
60
33
323
-
Alia Ediciones, S.L.
Barcelona
Film and TV programme production
-
25.51%
61
33
44
(44)
Videomedia Portugal, LTDA.
Portugal
Film and TV programme production
-
25.51%
50
346
(169)
-
Videomedia Italia, S.R.L.
Italy
Film and TV programme production
-
25.51%
10
370
(365)
-
Audiovisual Gestevisión Telecinco, S.A. y filiales
(1) Estimated and/or pending approval by the shareholders at the respective Annual General Meetings and before the distribution of dividends. (2) This information is presented in accordance with local accounting principles and in thousands of Mexican pesos. (3) This information is presented in accordance with local accounting principles and in thousands of Argentine pesos (consolidated information). (4) Data at October 2006 (a) Subsidiaries subject to provincial income tax legislation. (b) Inactive at the present date. (c) Companies comprising the Basque Country consolidated Tax Group. (d) Companies comprising the consolidated Tax Group whose parent is Comeresa Prensa, S.L.U. (e) Company in a situation of mandatory dissolution pursuant to the Consolidated Spanish Companies Law or the Spanish Limited Liability Companies Law where the necessary steps have been taken or will be taken shortly (merger, capital increase, etc.) to restore the net worth equilibrium. Note: The financial statements at 31 December 2006 of the companies included in the table above that are subject to mandatory audit of their financial statements were audited by Deloitte, except for those of Compañía Inversora en Medios de Comunicación, S.A. (CIMECO), which were audited by Ernst & Young; those of Distrimedios, S.A. and Val Disme, S.L., which were audited by KPMG Auditores; those of Videomedia S.A., which were audited by Mazars Auditores S.L.; and those of Federico Domenech, S.A., which were audited by Jesús Medal y Asociados
Other businesses Local Print, S.L.
Alicante
Printing
-
50.00%
7,000
-
(398)
-
Distribuciones Papiro, S.L.
Salamanca
Distribution
-
26.37%
39
8
660
(250)
Cirpress, S.L.
Asturias
Distribution
-
24.70%
14
488
698
(265)
Distrimedios, S.A.
Cádiz
Distribution
-
22.50%
100
150
2,982
(2,095)
Val Disme, S.L.
Valencia
Distribution
-
22.75%
144
248
2,513
(1,885)
Victor Steinberg y Asociados, S.L.
Madrid
Public relations services
-
30.00%
5
480
10
-
Portfolio company
-
33.33%
142,991
6,165
18,953
-
Structure Corp. Inversora en Medios de Comunicación, S.A. (3)
148
Buenos Aires
149
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Consolidated Directors' Report VOCENTO, S.A. AND SUBSIDIARIES
2006 CONSOLIDATED DIRECTORS’ REPORT
SIGNIFICANT EVENTS IN 2006 In 2006, the world economy expanded by 3.8%, completing a three-year cycle of record growth. The rapid expansion of developed economies in the first half of the year, particularly during the first quarter, and the continued improvement of certain developing economies, mainly China and India, were the main engines for growth. Of the world’s three largest economies the Euro zone grew relatively strongly, Japan started to recover slightly and the United States economy began to slow steadily from the second quarter of 2006. The European Union grew by 3.4% in 2006, up 1.4% on the previous year. This level was reached thanks to the German economy which expanded 2.9%, the highest rate of growth since 2000. The growth rate of the Spanish economy reached 3.9%, compared to 3.4% the previous year, narrowing the gap in GDP terms with the European Union although the difference in terms of GDP per capita has widened over the last few quarters. Within the context of this favourable economic climate in Spain, 2006 was a very important year for Vocento. In a year in which the media industry has undergone significant developments with the markets particularly the audiovisual and Internet sectors, undergoing transformation Vocento entered a new phase as a listed company. Vocento made its debut on the stock exchange through a public offering on 8 November at EUR 15 per share, rising 4% at the end of the first day. Vocento’s first steps on the trading floor were marked by the stability of the market price and the volume of transactions. Vocento continued to head the daily press market in Spain in 2006, reinforcing the success of its regional multimedia strategy with the incorporation of the Las Provincias newspaper. Its commitment to audiovisual media and the Internet is reflected in Vocento’s positioning over the entire audiovisual spectrum with an integrated range of services and 11.2 million single users of its websites at year-end.
BUSINESS PERFORMANCE With the purpose of increasing transparency in financial reporting and enhancing the quality of financial and non-financial information, thus achieving more useful and reliable data for company management and reporting to the market, the segmentation of the company’s businesses was changed. Until 31 December 2005, the management information used included the ABC, Regional Multimedia, Audiovisual, Distribution and Other segments. These segments were in line with the legal structure of Vocento and the regional multimedia segment encompassed the subsidiaries of each multimedia company, i.e. the related newspaper, the digital edition, local radio station, local television channel and the related media marketing company. Vocento’s directors considered that, due largely to growth of various markets, the organisation of management information along certain defined business lines would lend itself more to the evaluation of the Group’s risks and performance. These segments are Printed Media, Audiovisual, Internet and Other Businesses and all the newspapers, digital editions, local television channels, etc. are assigned to the related business line. The comments in this Directors’ Report are based on this segmentation.
150
151
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Moving on to the detail of each business line in which Vocento holds ownership interests, noteworthy were the following aspects of their respective performance in 2006:
PRINTED MEDIA
REGIONAL PRESS
Vocento has consolidated its position in the press as the leading communications group in Spain by number of copies, selling 751,102 copies per day and obtaining 24.2% of the total general press market.
In 2006 Vocento focused its attention on maintaining its leading position in the regional markets in which it is present and on increasing their profitability, ending the year with excellent results (+12.9% revenue and +15.7% EBITDA).
Circulation (copies)
Vocento continued development based on a multimedia strategy and expanded its presence in regional markets through the acquisition in February 2006 of the controlling interest (57.42%) in Federico Doménech S.A., publisher of Las Provincias newspaper in Valencia. The company was subsequently fully consolidated.
ABC El Correo El Diario Vasco El Diario Montañés La Verdad El Norte de Castilla Sur Ideal El Comercio Hoy La Rioja La Voz de Cádiz Las Provincias (1) Regional Press
2006
2005
2004
240,226
278,166
276,915
119,685 86,045 39,708 39,637 36,873 34,007 33,214 27,450 23,971 17,030 11,208 42,048 510,876
124,843 89,259 40,060 40,125 39,008 36,501 34,015 28,055 25,474 17,003 14,030 43,872 532,245
126,148 90,162 40,062 40,528 38,955 38,124 34,543 28,308 25,765 17,208 15,172 42,921 537,896
Source: Circulation Audit Office (OJD). 2006 figures pending annual certification. (1) Acquisition of controlling interest (57.42%) in Las Provincias in February 2006
With regard to readership, the figures recorded by Vocento reveal that it heads the generalist press market and its regional newspapers are a key social reference point in their respective geographical regions. The Group’s readership reached 3,3 million readers per day, representing 23.3% of the total readership of Spanish generalist newspapers, while the General Media Audience Survey (EGM) reported 14,221,000 readers for the period from February to November 2006.
Readership (readers) ABC El Correo El Diario Vasco La Verdad El Norte de Castilla Ideal Sur El Diario Montañés Hoy El Comercio La Rioja La Voz de Cádiz Las Provincias (1) Regional Press
2006
2005
2004
739
840
903
523 312 264 222 206 204 186 170 168 95 34 192 2,576
592 324 268 252 171 206 201 151 193 85 37 185 2,665
544 322 266 266 189 212 219 169 175 93
Source: EGM data February – November. Printed media ranking. (1) Acquisition of controlling interest (57.42%) in Las Provincias in February 2006.
194 2,649
Although the circulation of the generalist press has been adversely affected by competition from new media. Vocento’s regional newspapers compensated for this negative influence with an increase in advertising revenue (+16.3%) by fostering subscriptions, adopting a more localised approach by means of local editions that are closer to the reader and by taking advantage of all the potential readers under its sphere of influence, using a multimedia strategy based firmly on the market knowledge of each regional newspaper.
ABC ABC, the third most important national newspaper in terms of circulation and one of the key players in Spain’s 20th century history, continued its intense social, cultural and institutional activities in 2006. It currently has nine editions: Madrid, Seville, Toledo, Castilla-León, Cataluña, Valencia, Galicia, Canary Islands and the rest of Spain. Noteworthy in 2006 was the ABC edition in Seville, where it is the best-selling newspaper and is now in its 77th year. This edition has its own particular features and offers wide coverage of news in Andalucía and especially in Seville, where in 2006 it further consolidated its position as the key newspaper in the region. 2006 was a complicated year for the publishers of Spanish printed media as a result of the increasing competition from other media. The reasons for the drop in the circulation of ABC (-13.6%, following the -13.3% trend recorded in the nine-month period in 2006) lie in the emergence of new non-traditional news media (the Internet, free press, etc.), new television channels and a market saturated with promotions, thereby reducing the effect of those carried out by the newspaper.
MAGAZINES AND SUPPLEMENTS Vocento also consolidated its leadership in the supplements of generalist newspapers (XL Semanal, MHMujer, Semanal TV) and in specialised magazines (Mi Cartera de Inversión, Motor 16 and corporate magazines) which recorded highly positive results in 2006. The new design of XL Semanal, implemented in 2005, was judged highly positively by readers and advertisers and the magazine continues to head this segment with a readership of 3,3 million. Mujer Hoy consolidated its position as the leading women’s supplement in terms of readership, taking third place in the overall ranking. Since it was redesigned in 2005, the magazine has cemented its position as the platform for large advertisers, as reflected in the growth of its advertising investment.
Readership (thousands of readers)
2006
2005
2004
XL Semanal Mujer Hoy XL Semanal TV
3,273 2,039 1,190
4,336 2,204 1,596
4,668 2,237 1,912
Source: EGM data February-November
152
153
At the end of 2006, “Mujer Corazón” was launched with the aim of extending the newspapers’ range with innovative and quality supplements. This supplement is distributed on Saturdays with ABC and La Voz de Cádiz and it encourages readership loyalty as well as increasing the number of readers, thus enabling Vocento to continue developing advertising in its media.
LOCAL TELEVISION The current trend is to migrate from local private analogue channels to local and regional DTT channels after obtaining the mandatory administrative concession. This situation is reflected in the process embarked upon by all the autonomous community governments, which have to launch and award tenders for local digital television. As with national DTT, once the local or regional licences have been given a strong barrier to new entrants will be raised as the spectrum would have to be reallocated and a new tender process be launched. Either through autonomous community concessions with local broadcasts or through local licences Vocento is present in the most attractive markets in terms of audience (Madrid, Barcelona and Valencia) and, therefore, in terms of advertising investment.
AUDIOVISUAL Vocento’s commitment to the audiovisual sector was reinforced in 2006 and it operates in an integrated manner in the audiovisual market. This strategy includes a national DTT licence backed up through Punto TV by a national network of local and regional television channels, a radio network (Punto Radio), and national digital radio licences as well as the Company’s ownership interests in producers of television content and a film distributor. The Company considers that the strategy of integrating different audiovisual platforms is key to achieving growth through the integrated management of content and synergies between the various platforms.
Television 2006 was marked by the increase in the number of television channels and it was the first year that six free analogue channels broadcast in Spain, together with over thirty digital terrestrial channels (DTT), four new regional channels and several multichannel digital satellite and cable television platforms.
Vocento aims for all the television channels that it operates to broadcast in DTT and in order to achieve this objective the Company is bidding for all the tender offers called by the various autonomous communities for the concession of local and/or regional television services. As a result of this strategy, Vocento was awarded a local television concession in the greater Barcelona area in 2006 and in 2007 it has obtained DTT licences for Oviedo, Gijón and Avilés in the region of Asturias. This brings the number of local television channels operated by Vocento to 46, of which Madrid, Valencia, La Rioja and Murcia have already obtained regional digital concessions, Vocento has also offered bids for the tenders in Andalucía, Extremadura and the Basque Country, which have yet to be awarded. In this scenario, Vocento reaffirmed its commitment to television and adapted swiftly by redesigning its concept of television and investing in quality content familiar to viewers with a new brand image of continuity, setting as its medium-term objective becoming a point of reference in the local market. Punto TV (the umbrella brand for all of Vocento’s television channels) ended 2006 with a coverage of over 12 million citizens and 2,7 million viewers per day, according to data of TN Sofres. In terms of market share, Punto TV achieved 14.4% of the total local television market compared to 12.0% the previous year, and a 0.5% share of the viewing figures of the total television market.
National television • NET TV The allocation of the available national DTT transmission spectrum raised a strong barrier to new competitors since their entry would require the spectrum to be reallocated and a new tender process to be launched. Through its indirect holding of 53.22% of the share capital of Sociedad Gestora de Televisión Net TV S.A. (“SG NET TV”), Vocento is one of the six operators with a national DTT licence and it currently manages two DTT channels (Net TV and Flymusic). In 2006, the increased losses compared to 2005 (EBITDA: EUR - 9,1 million vs. EUR -1,3 million in 2005) arose from the fact that in 2005 the Company managed one channel covering 25% of territory as opposed to two channels in 2006 covering 80%, which led to a multiplication of distribution costs (transport expenses and signal broadcasting). As far as DTT is concerned, given the uncertainty of market penetration, flexibility will be essential in the short term in order to adapt to the changes in market dynamics. Depending on the format that is finally adopted for the SG NET TV channels, further costs will have to be assumed in order to change the programming (to improve the quality and duration thereof). • Telecinco The channel in which Vocento holds a 13% ownership interest ended 2006 with record results in terms of revenue, operating margins and net profit thanks to Telecinco’s overwhelming audience share (21.2% of the total individual audience over 24hrs. in 2006), its excellent management of advertising sales and the positive effect of its cost containment policy. Telecinco’s total revenues reached EUR 997,55 million in 2006, up 7.1% on the EUR 931,11 million obtained in 2005. Adjusted EBITDA amounted to EUR 445,27 million, up 5.2% on the previous year. Profit after tax was EUR 314,25 million, a growth of 8.2% with respect to 2005.
154
RADIO Also in the audiovisual industry, noteworthy was Punto Radio’s second year of operations, in which it has positioned itself as one of the major general content broadcasters on the Spanish radio scene. In 2006, Punto Radio consolidated its range of programmes which will be the driving force of the next few seasons and will enable it to compete on equal terms thanks to its excellent team of professionals and a model committed to local radio through regional multimedia. According to the General Media Audience Survey, “Punto Radio” has the support of more than 450,000 listeners (3rd wave 2006). The Spanish radio market, which has a limited number of frequencies controlled by few operators, has restricted Punto Radio’s growth in its first two years of operations. However, the recent publication of the “Radio Broadcasting Technical Plan” will lead to a substantial increase in the number of frequencies for FM broadcasts, up to 867, which represents an 83% rise. The expansion of the market will enable Punto Radio to achieve more uniform coverage by bidding for the relevant tenders and obtaining new licences, opening the way for the use of new formats and improved promotion and commercialisation of the radio station. As for digital radio, Vocento holds two digital radio licenses through E-Media Punto Radio, S.A.U. and Corporación de Medios Radiofónicos Digitales, S.A. However, due to the limited development of the receivers market, progress in the development of this business is very slow. Contents The emergence of new national, regional and local DTT channels, as well as new ADSL, mobile phone and wireless content distribution methods will enhance the television product range with the proliferation of channels demanding new content. This will lead to a change in the relationship model and possibly in the ownership of the formats produced, which will be transferred to the production companies.
155
In light of this performance, Vocento has set its sights on the audiovisual production industry (production of entertainment and fiction programmes and film distribution) and is focused on Veralia, an audiovisual production holding company. As part of this expansion strategy and to avail itself of economies of scale, Veralia increased its interest in Grupo Europroducciones S.A. to 100% and entered the content distribution business by acquiring a majority stake (66.7%) in Tripictures, S.A., the leading independent film distributor in Spain. Given Vocento’s presence in different types of media (printed press, television, radio and the Internet), it contributes further advantages such as having its own channels to sell productions and test formats. Furthermore, its involvement in printed media allows it to use the contents produced for DVD sales and to market Veralia’s contents and products throughout the media.
SOLID ECONOMIC RESULTS IN A HIGHLY COMPETITIVE ENVIRONMENT In a highly competitive environment of changes and transformations that have been shaping the media industry for some years, Vocento closed the year with solid financial results. The detail of the main highlights is as follows: • Growth in revenues (+9.8%) to EUR 872,498 thousand, due to the good performance of advertising revenues (+10.7%), growth in regional press revenues (+12.9%), supplements and magazines (+8.6%) and the incorporation of new businesses • Evolution of the business mix towards Audiovisual and Internet-based businesses, which jointly account for 16.2% of total revenues (2005: 11.3%) with a solid contribution from Printed Media (72.8% compared to 75.5% in 2005). • EBITDA totalled EUR 106,540 thousand (-2.4%). In a context of stiff competition, the excellent contribution made by Regional Press and Supplements and Magazines is noteworthy, as well as the ongoing investment effort in developing the Audiovisual business.
INTERNET The Internet market is still at quite an early stage in Spain, in terms of both penetration of society, connection habits (still very dependent on use at the work place) and broadband use, and its use by the advertising market. Accordingly, as the Spanish market is growing at a similar pace to the most advanced EU countries, the outlook for coming years suggests greater Internet penetration, up from 36% at present to 50% by 2008, (source: Screendigest July 2006), with more extensive use by private households together with a boom in advertising revenues and transactions (mainly classifieds, intermediary services and e-mail). In 2006 Vocento consolidated its position as one of the leading Internet communications groups in Spain, and in December Vocento’s websites as a whole reported a total of 11,2 million single users per month, up 53% on the previous year (source: Nielsen Site Census). In 2006 Vocento’s Internet activities focused mainly on businesses aimed at the end consumer (B2C) and, to supplement this, on businesses aimed at companies (B2B) as an alternative for generating income. The growth in the profitability of digital editions is particularly worthy of note (19.7% EBITDA margin in 2006 compared to 15.1% in 2005), which reached 7,6 million single users per month with over 152 million pages visited / month (+31.1% on December 2005, source: Nielsen Site Census).
IFRSs Thousand of euros
2006
2005
Abs. Diff. 06-May
% Diff. 06/05
Print media
135,285
124,984
10,300
8.2%
Regional press National press Supplements and Magazines Audiovisual Internet Other businesses Structure, etc. Total EBITDA
110,584 10,674 14,027 (26,589) 5,187 12,285 (19,628) 106,540
95,615 17,283 12,086 (11,410) 3,893 9,718 (17,995) 109,191
14,969 (6,609) 1,940 (15,179) 1,293 2,567 (1,633) (2,651)
15.7% (38.2%) 16.1% 133.0% 33.2% 26.4% 9.1% (2.4%)
Note: Differences exist in the totals column due to the rounding-off of figures. In order to establish a solid base for its Internet businesses by creating a broad supply of classified advertisements through the Internet to complement other advertising methods on offer, Vocento acquired interests in companies which meet different needs of the employment (www.infoempleo.com), vehicle (e.g. www.autocasion.com and www.unoauto.com) and real estate (www.habitatsoft.com) industries. In view of the demand for new content, Vocento completed its Internet range in 2006 by launching various vertical portals (e.g. www.hoycinema.com, www.hoyinversion.com, www.hoymotor.com) and continues to carefully analyse all of its Internet businesses from a strategic, profitability and market share viewpoint.
• Profit from operations (EBIT) totalled EUR 64,935 thousand (-19.9%). The decrease in EBIT is due to the increase in amortisation (EUR +13,450 thousand) as a result of the inclusion of Tripictures S.A. in the scope of consolidation and to the amortisation of films in the Content business. • As regards the results of companies accounted for using the equity method, one of the companies worthy of note which generated profit was Gestevisión Telecinco, S.A., which contributed profits of EUR 40,866 thousand in 2006 (2005: EUR 37,743 thousand). • Net profit amounted to EUR 77,565 thousand. Despite greater investor effort in the Audiovisual business, comparable net profit was down 2.5%.
OTHER BUSINESSES In addition to the aforementioned, Printed Media, Audiovisual and Internet businesses, Vocento is developing the following: Comeco Impresión, Distribuciones Comecosa, international businesses and other regional multimedia investees, free newspapers, Audiotex and events management. Among the most noteworthy companies in the main business lines are Comeco Impresión and Distribuciones Comecosa, whose business is linked to print media. At the end of 2006 the plan to segregate printing plants of certain regional newspapers was begun, either in association with other publishing groups or alone in order to relieve publishers of industrial operations while at the same time implementing a technological upgrade of equipment to improve printing quality and the possibilities of inserts and other paper products.
• Gross final dividend of EUR 13,174 thousand, which the Board of Directors will propose to the shareholders at the Annual General Meeting of Shareholders for their approval, in compliance with the 75% dividend pay-out policy announced. By business area: • Significant growth in Regional Press, both in terms of revenues (+12.9%) and EBITDA (+15.7%), with a significant increase in advertising revenues (+16.3% including Las Provincias and +6.2% excluding Las Provincias) and excellent results from Supplements and Magazines (EBITDA +16.1%). • Growth in Audiovisual revenues (+51.7%) from incorporations into the Content business and improved performance of local TV (14.4% local market share and 0.5% national market share). Higher investment in content and signal transmission costs had a direct impact on EBITDA (EUR -26,589 thousand compared to EUR -11,410 thousand in 2005), in line with the trend already observed during the year. • Strong growth in the Internet businesses with a reflection on the performance of single users, totalling 11,2 million (+53.4%), supported by Digital Editions (EBITDA margin of 19.7% vs. 15.1% in 2005), Vertical Portals and in the new Classified incorporations.
156
157
DIVIDENDS
4. RESEARCH AND DEVELOPMENT ACTIVITIES
Vocento’s general policy on dividends after the public offering will consist of paying approximately 75% of net attributable profit to shareholders subject to several factors such as, on an unlimited basis. Vocento’s revenue, financial position, available cash, cash requirements (including capital and investment costs), outlook and other factors that may be considered relevant for the future.
In 2006 the Company did not make any investments related to research and development of a material amount.
In 2006, Vocento complied with this dividends policy and the Board of Directors will propose to the shareholders at the Annual General Meeting the distribution of a supplementary dividend totalling EUR 13,174 thousand.
5. USE OF FINANCIAL INSTRUMENT Vocento uses financial instruments to hedge the risk of changes in interest and exchange rates when the market outlook suggests that it would be advisable to do so. At 31 December 2006, the Company did not have any contracts in force of a material amount.
FINANCIAL SITUATION
With respect to its liquidity policy, Vocento combines its cash surplus with obtaining credit facilities in accordance with projected cash requirements and the situation of debt and capital mar
At 31 December 2006, the positive net financial position totalled EUR 60,474 thousand compared to a positive net financial position of EUR 227,719 thousand at the end of 2005. This decrease is due to the aforementioned acquisitions of Federico Doménech, S.A. (EUR 41,657 thousand) Tripictures, S.A. (EUR 51,000 thousand), Grupo Europroducciones, S.A. (EUR 10,956 thousand) and Internet businesses (EUR 11,988 thousand). Dividends of EUR 55,000 thousand were also distributed for 2005 in addition to the interim dividend for 2006. Furthermore, treasury shares were also acquired for a net amount of EUR 32,180 thousand, which remained on the balance sheet at the 2006 close.
6. EVENTS SUBSEQUENT TO YEAR-END IFRSs Thousand euro Current bank borrowings Non-current bank borrowings Gross bank borrowings Cash and other cash equivalents Net cash position/ (net debt)
31/12/06
31/12/05
Abs. Diff.
% Diff.
10,749
7,807
2.943
37.7%
43,507 54,257 114,730 60,474
51,973 59,780 287,499 227,719
(8.466) (5.524) (172.769) (167.245)
(16.3%) (9.2%) (60.1%) (73.4%)
There were no significant events between 31 December 2006 and the preparation of the Company’s consolidated financial statements that might effect the fair presentation of the 2006 consolidated financial statements.
7. OUTLOOK These financial results and the audience and circulation figures which generated such results constitute the foundations of Vocento and are a permanent reminder of the group’s level of responsibility toward and commitment to our readers and advertisers.
2. TREASURY SHARES As a result of the admission to listing process, Vocento, S.A. acquired 11,910,127 treasury shares with a view to facilitating the public offering and including these shares in the offering, with the commitment to pay the difference between the offer price and that established for the minority tranche in the admission to listing. On completion of the public offering and corresponding settlement, Vocento held 2,224,675 shares, i.e. 1.78% of its share capital, with an acquisition cost of EUR 14,47 per share.
Consequently, we can face the year with ambitious targets: strengthening our position in the audiovisual and Internet sectors, maintaining our leadership position in quality generalist press and growth in profitability, which will position Vocento even further ahead in generalist press and make it a stronger consolidated multimedia group. In this new phase Vocento aspires to consolidate its position as one of the leading multimedia communication groups, combining its national presence with its local focus through integrated management that allows it to create synergies in all its businesses.
3. PLAN FOR EXECUTIVE In the Annual General Meeting held on 5 September 2006, the shareholders resolved to approve an incentive plan tied to Vocento, S.A.’s share price for the Company’s executive directors, senior management and executives. The plan will consist of payment of variable remuneration in a cash lump sum linked to the performance of Company shares during a three-year period after the flotation and subject to achieving a certain increase in the Group’s EBITDA. Each management category will receive an amount in cash equal a certain number of reference shares. The amount of the variable remuneration will be obtained by multiplying the number of reference shares that correspond to each executive by the positive difference between the initial flotation share price and the price after three years. The maximum number of reference shares will be 1,230,000.
158
159
Auditor’s Report
160
161
CORPORATE GOVERNANCE
162
163
Corporate governance • Víctor Urrutia Vallejo 04/06/1981. Direct shares 414,487. Indirect shares 10,270,672. Indirect holding via Rolar de Inversiones s.a. 124,719 and Asua de Inversiones s.a. 10,145,953. Total 8.550%. • Alvaro Ybarra Zubiría 22/05/1991. Direct shares 4,463. Indirect 566,892 (Squirt Lines, s.l.). Total 0.457% • Total % held by the Board of Directors: 35,126%. Directors' stock options:
ANNUAL CORPORATE GOVERNANCE REPORT 2006
None. A.4. Family, commercial, contractual or corporate relationships between holders of significant stakes. None.
A. OWNERSHIP STRUCTURE
A.5. Commercial, contractual or corporate relationships between owners of significant stakes and the company, unless they are insignificant or are derived from ordinary commercial transactions:
A.1. Share capital • Date of last change: • Share capital:
None.
31.12.01 24,994,061.20 euro
A.6. Shareholders' agreements
124.970.306
Asua de Inversiones, S.L. Víctor Urrutia Vallejo Rolar de Inversiones, S.L. Energay de Inversiones, S.L. Gogol de Inversiones, S.L. Onchena, S.L. Mezouna, S.L. Bycomels Prensa, S.L. María Magdalena Aguirre Azaola María del Carmen Aguirre Azaola Atlan Presse, S.A.R.L. Garmiba Invest, S.L. Madoan, S.A.S. Roflu, S.A. Ybazubi, S.L. Odofy, S.A.
• Number of shares:
A.2. Direct and indirect owners of significant stakes at year-end, excluding directors. Shareholder Valjarafe, S.L. Asua de Inversiones, S.L. Bycomels Prensa, S.L. Energay de Inversiones, S.L. Onchena, S.L.
Number of direct shares 11,097,249 10,145,953 9,975,388 7,735,341 6,836,456
Number of indirect shares % of total share capital 0 0 0 0 0
(8.880%) (8.119%) (7.982%) (6.190%) (5.470%)
Significant changes in the ownership structure in the year: Shareholder Atlan Presse S.A.R.L. Casgo
Transaction date
Description
08.11.06 08.11.06
Reduced below 5% Reduced below 5%
7.3681% 0.3316% 0.0997% 6.1897% 0.0842% 5.3879% 10.3819% 7.9822% 0.7900% 0.7900% 1.8909% 0.4544% 0.4573% 0.4573% 0.4545% 0.5686%
Brief description of agreement: A.3. Directors owning shares of the company. • Atlan Presse S.A.R.L. 22/05/90. 4.726.367 (3,782%). Holding in SOCIBOG not attributed. • José María Bergareche Busquet 08/06/1989. Direct 7.830 (0,006%). Indirect 0 because he does not control Bycomels. • María del Carmen Careaga Salazar 26/11/01 effective 01/01/2002. Number of direct shares 51. Indirect shares 6,836,456 via Onchena, s.l. Total (5.470%) • Enrique de Ybarra Ybarra 18/06/1974. Direct shares 500. Indirect shares 7,840,573 via Energay de Inversiones, s.l. (7,735,341) and Gogol de Inversiones s.l. (105,232). Total 6,274%. • Diego del Alcazar Silvela 26/11/01 effective 01/01/2002. Direct shares 5,599 (0.004%) • Alejandro Echevarría Busquet 27/06/1966. Direct shares 154,476 (0.124%) • Catalina Luca de Tena García Conde 26/11/01 effective 01/01/2002. Direct shares 58,851 (0.047%). The holding in Valjarafe is not counted as it does not give control. • Soledad Luca de Tena García Conde 26/11/01 effective 01/01/2002. Direct shares 36,309 (0.029%). The holding in Valjarafe is not counted as it does not give control. • Mezouna, S.l. 20/07/2006. Direct shares 12,974,368 (10.382%)
164
Note on section A.6.: between 21 and 29 September 2006, the shareholders listed in section A.6 signed an agreement to optimise the value of the shares of Vocento, S.A., which was subsequently expressed in a public instrument before the Madrid notary, Carlos Ruiz-Rivas Hernando, on 3 November 2006. The agreement establishes that it may not cover more than 49.99% of the capital. The existence and content of the agreement were notified to the CNMV on 8 November 2006. It provides a number of restrictions on share transfers in the first two years after the company is listed and there are commitments in the first five years if the company is the target of a takeover bid; it also establishes pre-emptive purchase rights among the signatories Indicate any concerted actions among the company's shareholders: None. If the shareholders' agreements or concerted actions have been amended or terminated in the year, indicate this expressly. None.
165
A.7. Indicate if there is an individual or legal entity that exercises or can exercise control over the company in accordance with article 4 of the Securities Market Law:
The acquisition price:
None.
Where the company's shares are unlisted, must not be less than the net carrying value at 31 December 2005 and not more than 20 times that value.
A.8. Own shares At year-end: • Number of direct shares: • Number of indirect shares • % of share capital:
If the share of the Company are listed, it must not be less than the par value nor 20% more than the market price. Acquisitions of own shares must conform to the rules and customs of the securities markets." 2,224,675 0 (1.78%)
The Special General Meeting on 5 September 2006 approved a similar authorisation that "replaces any authorisation granted previously by the Company's General Meeting and will be effective from the moment the Company's shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges." That General Meeting authorised the acquisition of own shares up to at most 5%, at a price no less than the nominal value and no more than 20% above the market price, subject to compliance with the other legal limitations and requirements.
Indicate significant changes during the year Date 1-1-06 20-07-06 27-07-06 30-08-06 22-07-06 25-09-06 08-11-06 04-12-06 05-12-06 15-12-06
Shares (direct) 7339 11,632,403 11,773,001 11,741,591 11,826,466 11,917,466 2,223,156 2,234,616 2,240,998 2,224,675
A.10. Legal or bylaw restrictions on the exercise of voting rights or any legal restrictions on the acquisition or sale of shares. % Capital 0.005 9.308 9.420 9.395 9.463 9.536 1.779 1.788 1.793 1.780
1. Legal and bylaw restrictions on voting rights There are no bylaw restrictions on voting rights. Article 44.1 of the Spanish Corporations Law establishes that "shareholders who are in default with respect to capital calls may not exercise their right to vote". 2. Legal or bylaw restrictions on the acquisition or sale of stakes in share capital: There are no legal or bylaw restrictions on the acquisition or sale of stakes in share capital.
B. STRUCTURE OF THE COMPANY'S ADMINISTRATION B.1. Board of Directors.
Results of transactions with own shares in the year B.1.1. Indicate the minimum and maximum number of directors envisaged in the Bylaws. Loss of 301 thousand euro. A.9. Conditions and terms of the authorisation that the shareholders' meeting has given to the board of directors to buy or sell the own shares described in section A.8.
Maximum: 18 Minimum: 3 B.1.2. Complete the next table with the members of the board:
On 23 May 2006, the General Meeting unanimously agreed, in connection with item 3 of the Agenda (authorisation to the company to buy own shares directly or via group companies, in accordance with article 75 of the Consolidated Text of the Spanish Corporations Law), as follows: “1. Revoking the decision taken by the General Meeting on 26 May 2005, to authorise the Company so that, directly or through any of its subsidiaries, and in at most eighteen months from the date of this Meeting, it may acquire, when and as often as it sees fit, shares of VOCENTO, S.A. by any legal means, including out of income for the year and/or unrestricted reserves 2. To approve the limits and requirements of these acquisitions, which will be as follows: The nominal value of the shares acquired, added to those already owned by the Company and its subsidiaries, must not at any time exceed ten per cent, or five percent of the capital stock of VOCENTO, S.A. if the shares are listed, while respecting in this situation and in all cases, the limits established for the acquisition of own shares by the regulatory authorities of the markets where the shares of VOCENTO, S.A. are listed. It must be possible to book a restricted reserve on the liabilities side of the Company's balance sheet for the amount of the own shares held as assets. That reserve must be maintained until the shares are sold or amortised. The acquired shares must have been fully disbursed.
166
Chairman: • Mr. Santiago de Ybarra y Churruca, with ID no. 14.103.176-J Vice-Chairman and Managing Director • Mr. José María Bergareche Busquet, with ID no. 14.540.814-F Vice-Chairpersons: • Ms. Catalina Luca de Tena García-Conde, with ID no. 2.516.030-Z • Mr. Enrique de Ybarra e Ybarra, with ID no. 14.865.169-Q Directors: • Mr. Claudio Aguirre Pemán, with ID no. 276707 V • ATLAN PRESSE, S.A.R.L., with ID no. B 3226647074 represented by Ms. Hélène Lemoîne • Mr. Santiago Bergareche Busquet , with ID no. 14.226.694-K • Ms. María del Carmen Careaga Salazar, with ID no. 14167922-Z • Mr. Carlos Castellanos Borrego, with ID no. 14.860.091-K. • Mr. Diego del Alcázar Silvela, with ID no. 6.515.035-D • Mr. Alejandro Echevarría Busquet, with ID no. 16.201.418-B. • Ms. Soledad Luca de Tena García-Conde, with ID no. 5.376.029-D • MEZOUNA, S.L., with ID no. B 58876343, represented by Mr. Ignacio Ybarra Aznar
167
• Mr. Victor Urrutia Vallejo, with ID no. 2.155.775-P. • Mr. Alvaro Ybarra y Zubiría , with ID no. 14.910.128-X
EXTERNAL PROPRIETARY DIRECTORS Committee that proposed the appointment: Appointments and Remuneration Committee.
Total number of directors: 15. Procedure for appointment: GENERAL SHAREHOLDERS MEETING
Director
Indicate directors removed: • Mr. Santiago Eguidazu Mayor, Mr. Juan Carlos Guerra Zunzunegui, Mr. Emilio de Ybarra Churruca were removed on 20 July 2006. • Mr. Nemesio Fernández Cuesta was removed on 19 July 2006. • Mr. Juan Entrecanales Azcárate was removed on 15 November 2006.
Name Mr. Santiago de Ybarra y Churruca Mr. Jose María Bergareche Busquet Ms. Catalina Luca de Tena García-Conde Mr. Enrique de Ybarra e Ybarra Mr. Claudio Aguirre Pemán Atlan Presse, S.A.R.L. (represented by Ms. Hélene Lemoîne) Mr. Santiago Bergareche Busquet Ms. María del Carmen Careaga Salazar Mr. Carlos Castellanos Borrego Mr. Diego del Alcázar Silvela Mr. Alejandro Echevarría Busquet Ms. Soledad Luca de Tena García-Conde Mezouna, S.L. (represented by Mr. Ignacio Ybarra Aznar) Mr. Víctor Urrutia y Vallejo Mr. Alvaro Ybarra y Zubiría
Position Chairman Executive Vice-Chairman and Managing Director Vice-Chairperson Vice-Chairperson Director
Date first appointed 08/06/1989
Date last appointed 05/09/2006
08/06/1989 26/11/2001 18/06/1974 05/09/2006
05/09/2006 05/09/2006 05/09/2006 05/09/2006
Director Director Director Director Director Director Director
22/05/1990 26/11/2001 26/11/2001 29/05/1996 26/11/2001 27/06/1966 26/11/2001
05/09/2006 05/09/2006 05/09/2006 05/09/2006 05/09/2006 05/09/2006 05/09/2006
Director Director Director
20/07/2006 04/06/1981 22/05/1991
05/09/2006 05/09/2006 05/09/2006
• • • • • • • • • •
Name of significant shareholder whom he/she represents or who proposed his/her appointment.
ATLAN PRESSE, S.A.R.L. represented by Ms. Hélène Lemoîne Mr. Santiago Bergareche Busquet Ms. María del Carmen Careaga Salazar Mr. Carlos Castellanos Borrego Mr. Santiago de Ybarra and Churruca Mr. Enrique de Ybarra e Ybarra Ms. Catalina Luca de Tena García-Conde Ms. Soledad Luca de Tena García-Conde MEZOUNA, S.L. represented by Mr. Ignacio Ybarra Aznar Mr. Victor Urrutia Vallejo
ATLAN PRESSE, S.A.R.L. BYCOMELS PRENSA, S.L. ONCHENA, S.L. CASGO, S.A. MEZOUNA, S.L. ENERGAY DE INVERSIONES, S.L. VALJARAFE, S.L. VALJARAFE, S.L. MEZOUNA, S.L. ASUA DE INVERSIONES, S.L.
EXTERNAL INDEPENDENT DIRECTORS Committee that proposed the appointment: Appointments and Remuneration Committee Name • Mr. Claudio Aguirre Pemán • Mr. Diego del Alcázar Silvela • Mr. Alvaro Ybarra y Zubiría
Profile Financial Business Financial
OTHER EXTERNAL DIRECTORS Committee that proposed the appointment: Appointments and Remuneration Committee. • Mr. Alejandro Echevarría Busquet Explain why these directors cannot be considered proprietary or independent:
B.1.3. Complete the next tables with the members of the board and their status: EXECUTIVE DIRECTORS • Mr. Jose María Bergareche Busquet Committee that proposed the appointment: Appointments and Remuneration Committee. Position in the company: Vice-Chairman and Managing Director.
He was Managing Director of Grupo Correo de Comunicación, S.A. (now Vocento, S.A.) until 2001, and subsequently Director reporting to the Chairman until 2006. Indicate any changes in directors' status in the period: No change in status. B.1.4. Indicate if the status of the directors in the preceding section corresponds to the composition envisaged in the Board Regulation: The classification is in line with the criteria set out in article 10 of the Board of Directors regulation, which defines the characteristics of external directors (proprietary, independent and other) and executive directors. B.1.5. Indicate any powers delegated to the managing director(s): Mr. Jose María Bergareche Busquet. All powers except those which may not be delegated under article 19 of the Bylaws and article 14 of the Board of Directors Regulation.
168
169
B.1.6. Identify any board members with administration or management positions in other companies that form part of the listed company's group.
B.1.7. Indicate any company directors who are members of the board of directors of other companies listed on Spanish official stock markets, other than group companies, that have been notified to the company:
Mr. José María Bergareche Busquet Diario ABC, S.L. Sociedad Vascongada de Publicaciones, S.A.
Director Vice-Chairman of the Board of Directors Director Chairman
Mr. José Maria Bergareche Busquet is a director of Gestevision Telecinco, S.A. and Banco Guipuzcoano, S.A. Mr. Santiago Bergareche Busquet is Vice-Chairman dof Grupo Ferrovial, S.A., Chairman of Dinamia capital privado sociedad de capital riesgo, S.A., and Director of Gamesa Corporación Tecnologica, S.A. Mr. Santiago de Ybarra Churruca is a director of Metrovacesa, S.A. Mr. Alejandro Echevarria Busquet is Chairman of Gestevision Telecinco, S.A. and Director of Acciona, Compañía Vinícola del Norte de España, S.A. and TUBACEX, S.A. Mr. Victor Urrutia Vallejo is Chairman of Compañía Vinícola del Norte de España, S.A. and Vice-Chairman of IBERDROLA,S.A.
Mr. Santiago Bergareche Busquet Corporación de Medios de Murcia, S.A.
Director
B.1.8. Complete the next tables regarding the aggregate directors' remuneration accrued in the year:
Mr. Carlos Castellanos Borrego Diario El Correo, S.A.
Director
Diario El Correo, S.A. Radio Publi, S.L.
a) In the company to which this report refers:
Mr. Santiago de Ybarra y Churruca Corporación de Medios de MurcIa, S.A. Diario ABC, S.L. Sociedad Vascongada de Publicaciones, S.A. Diario El Correo, S.A. El Norte de Castilla, S.A.
Director Director Chairman of the Board Chairman of the Board Director
Mr. Enrique de Ybarra e Ybarra Corporación de Medios de AndalucÍa, S.A. Diario el Correo, S.A. Editorial Cantabria, S.A. El Comercio, S.A. Nueva Rioja, S.A. Sociedad Vascongada de Publicaciones, S.A.
Director Director Director Director Director Director
Mr. Alejandro Echevarría Busquet Diario ABC,S.L. Diario El Correo, S.A. Editorial Cantabria, S.A. Sociedad Vascongada de Publicaciones, S.A.
Director Director Director Director
Ms. Catalina Luca de Tena García-Conde Diario ABC, S.L. ABC de Sevilla, S.L.U.
Chairperson of the Board Chairperson of the Board
Ms. Soledad Luca de Tena García-Conde Diario ABC, S.L. ABC de Sevilla, S.L.U Radio Publi, S.L. Diario El Correo, S.A. Federico Doménech, s.a. Grupo Europroducciones, s.a. Corporación de Medios de Cádiz, S.L. Sociedad Gestora de televisión Onda 6, S.A.
Chairperson of the Board Director Director Director Director Director Director Director
Mr. Victor Urrutia Vallejo El Norte de Castilla, S.A. Diario El Correo, S.A.
Director Director
170
Remuneration item Fixed remuneration Variable remuneration Per diems Bylaw-mandated remuneration Stock options and/or other financial instruments Other Total
Thousand euro 1,854 248 350 1,637 – – 4,089
Other benefits Advances Loans granted Pension funds and plans: contributions Pension funds and plans: obligations undertaken Life insurance premiums Guarantees granted by the company to directors
Thousand euro – – 177 – 59 –
b) Company directors who belong to the boards of directors and/or senior management of group companies: Remuneration item Fixed remuneration Variable remuneration Per diems Bylaw-mandated remuneration Stock options and/or other financial instruments Other Total
Thousand euro 451
Other benefits Advances Loans granted Pension funds and plans: contributions Pension funds and plans: obligations undertaken Life insurance premiums Guarantees granted by the company to directors
Thousand euro – – 11 – 3 –
62 342 – – 855
171
c) Total remuneration by type of director: Type Executive External and proprietary External and independent Other external Total
By the Company 1,015 1,615 210 1,259
By the Group 49 757 2 47
4,089
855
Mr. Santiago Ybarra Churruca is representative of SATURRARAN, S.A., which is Jointly- and Severally-Liable Administrator of MEZOUNA, S.L. with ID no. B-58876343. Mr. Enrique Ybarra Ybarra is Sole Administrator of ENERGAY DE INVERSIONES, S.L. with ID no. B-79065900. Ms. Catalina Luca de Tena Garcia Conde and Ms. Soledad Luca de Tena y García Conde are Joint Administrators of VALJARAFE, S.L. with ID no. B-81754798. Mr. Victor Urrutia Vallejo is Sole Administrator of ASUA INVERSIONES, S.L. with ID no. B- 78050572. Identify any significant relationships, other than those stated in the preceding section, of board members that link them to significant shareholders and/or subsidiaries in the group.
d) Regarding profit attributable to the parent company
None.
Total directors' remuneration (in thousand euro) 4,944 Total directors' remuneration/profit attributed to the parent company (%): 6.2%
B1.13. Indicate any amendments to the board regulation in the year.
B.1.9. Identify senior management members who are not executive directors and the total remuneration accrued to them in the year.
The current Board of Directors Rules of Procedure was approved in its entirety by the Board of Directors on 5 September 2006 and was not amended in 2006. The Rules is available at the company's web site: www. vocento.com. The Board of Directors Rules of Procedure can be found under "Shareholders and Investors Information", "Corporate governance" submenu, item entitled "Board of Directors Rules of Procedure".
• • • • • •
Mr. Mr. Mr. Mr. Mr. Mr.
Juan Ignacio Mijangos Ugarte José Manuel Vargas Gómez Ángel Domenech Linde Iñaki Arechabaleta Torrontegui Víctor Viguri Flores Fernando Samaniego Ruiz de Infante
General Manager Chief Financial Officer General Manager Sales General Manager Print Media General Manager Audiovisual General Manger Diversification and Internationalisation
Total remuneration of senior management (in thousand euro) 2,663 B.1.10. Indicate in an aggregate way any guarantee or "golden handshake" clauses in favour of senior management members, including executive directors, of the company or its group for the event of dismissal or change of control. Indicate whether these contracts have to be notified to and/or approved by the company's or group's bodies. Number of beneficiaries: 5 Body that authorises the clauses: Board of Directors Is the General Meeting informed of the clauses: NO B.1.11. Indicate the process to establish the remuneration for board members and the corresponding bylaw clauses. The Bylaws expressly provide that directors must be remunerated unless the General Meeting decides otherwise and amends the Bylaws accordingly. The Board of Directors remuneration will be five per cent (5%) of the company's profit after making allocations to the legal and bylawmandated reserves and paying shareholders a 4% dividend. If it sees fit, the Board of Directors may modify the actual percentage each year within the maximum limit above, and establish rules for distribution among its members based on their dedication, special responsibilities and other circumstances, subject to a report by the Appointments and Remuneration Committee. This process for establishing the remuneration is set out in article 21 of the Bylaws and articles 28 and 29 of the Board of Directors Regulations, which can be consulted at the company's web site.
B.1.14. Indicate the procedure for appointing, re-appointing, assessing and removing directors. Indicate the competent bodies, the process and the criteria for each procedure. These procedures are regulated in the current legislation and in article 16 of the Bylaws, which establish the composition of the Board and term limits, and in articles 10, 11, 22, 23 and 24 of the Board of Directors Rules of Procedure, which establish the qualitative and quantitative Composition of the Board, the procedure for appointment and removal, and the term limits. B.1.15. Indicate the reasons for forcing directors' removal. The reasons are set out in article 24 of the Board of Directors Rules of Procedure, available on the company's web site. B.1.16. Explain whether the functions of the company's top executive fall on the board chairman. NO Measures to limit risks.
B.1.17. Is a supermajority, other than the legal majority, required in some decisions? NO B.1.18. Explain whether there are specific requirements, other than those relating to directors, for appointing the board chairman NO B.1.19. Indicate if the chairperson has a casting vote: YES. In all issues, since article 12 of the Board of Directors Rules of Procedure establishes no restrictions in this connection.
B.1.12. Identify any board members who are also members of the board of directors or executives of companies with significant stakes in the listed company and/or in companies in its group: Mr. Santiago Bergareche Busquet is a director of BYCOMELS PRENSA, S.L. with ID no. B-81539041. Ms. Maria del Carmen Careaga Salazar is Chairwoman of ONCHENA, S.L., with ID no. B-78871639.
172
B.1.20. Indicate if the Bylaws or Board of Directors Rules of Procedure establish an age limit for directors: NO.
173
B.1.21 Indicate if the Bylaws or Board of Directors Rules of Procedure establish a term limit for independent directors.
B.1.29. Indicate whether the audit firm performs work for the company and/or its group other than auditing and, if so, state the fees received for such work and those fees as a percentage of total fees billed to the company and/or its group.
YES. Article 23.2 of the Board of Directors Rules of Procedure establishes a limit of 12 years for independent directors. YES B.1.22. Indicate whether there are formal processes for delegating votes in the board of directors. If so, give a brief description. Specify, if any. Under article 17.3 of the Bylaws, directors may only be represented at Board meetings by another director. The delegation must be given in writing addressed to the Chairman of the Board, specifically for each meeting. Article 21.1 of the Board of Directors Rules of Procedure establishes that when a director is unable to attend, he/she must delegate in another director, in writing and addressed to the Chairperson of the Board of Directors, with instructions, and specifically for each meeting. B.1.23. Indicate the number of Board meetings held in the year. Also, state the number of times that the chairperson did not attend the board meeting: No. of meetings: 12 No. of meetings without the Chairperson: NONE. Indicate the number of meetings held by board committees in the year: Delegate Committee: 7 Audit Committee: 2 Appointments and Remuneration Committee: 4 B.1.24. Indicate whether the individual and consolidated financial statements that are presented for board approval have been certified: NO
Fees for work other than auditing Thousand euro Fees for other work as a % of the audit firm's total fees
Number of consecutive years Number of years audited by the current firm/No. of years in which the company has been audited (%)
174
120
751
42.740
9.500
27.413
Company 17 years
Group 17 years
100
100
COMPANY S.E.P.L. Dordogne Libre Les Editions du Bassin Les Editions de la Semaine Surf Session Societe de Gratuit D’Information SNEM
Mr. Jose Mª Bergareche Busquet
Gestevision Telecinco, S.A.
Mr. Carlos Castellanos Borrego
Recoletos Grupo de Comunicación, S.A. Pearson PCL
Mr. Diego del Alcazar Silvela
Merca Red, S.A. ONO, (CABLEUROPA, S.A.)
Mr. Alejandro Echevarria Busquet
Agencia de Televisión Latinoamericana de Servicios y Noticias España, S.A. Publi España, S.A. Gestevisión Telecinco, S.A.
0.004%
Ms. Catalina Luca de Tena García-Conde
Ediciones Luca de Tena, S.L.
95,00%
Da Soledad Luca de Tena García Conde
Estudios de Politica Exterior, S.A.
B.1.28. Indicate whether the company has established mechanisms to maintain the independence of auditors, financial analysts, investment banks and rating agencies. Article 18 of the Board of Directors Rules of Procedure, relating to the Audit and Compliance Committee, devotes several paragraphs to the External Audit (particularly articles 18.3.2, 18,3.5 and 18.4.2), and it is also necessary to consider article 48 of those rules, which governs relations between the Board of Directors and the company's auditors.
631
DIRECTOR Atlan Presse S.A.R.L
B.1.27. Is the board secretary a director? NO
Total
B.1.31 Indicate the stakes owned by members of the company's board of directors in companies whose activity is the same, analogous or complementary to the corporate purpose of the company and its group that have been notified to the company. Also, indicate the positions they hold or the functions they perform in those companies:
They are established in articles 8 and 18 of the Board of Directors Rules of Procedure, which determine the specific functions relating to, respectively, the financial statements and directors' report, and the functions of the Audit and Compliance Committee.
These measures are set out in article 46 of the Board of Directors Rules of Procedure, which establishes the obligation to comply with current laws in this area, and in article 6 of the Company's Code of Conduct, which establishes the rules for dealing with inside or pricesensitive information and prohibits specific conduct. Both documents are available on the company's web site.
Group
B.1.30. Indicate the number of consecutive years that the current audit firm has been auditing the financial statements of the company and/or its group. Also, indicate the number of years audited by the current audit firm as a percentage of the total number of years in which the financial statements have been audited:
B.1.25. Detail whether the board of directors has established any mechanisms to ensure that the parent company and consolidated financial statements authorised by it are presented to the General Meeting without audit qualifications.
B.1.26. Detail the measures adopted so that the information disseminated to the securities markets is transmitted on an equal and symmetrical basis.
Company
% Stake 99.99% 99.98% 99.00% 100.00% 100.00% 75.00% 5.00%
POSITION OR FUNCTION –
Director 0.0023% 0.0055% 0.74% –
– Director Chairman
Chairman Chairman Sole Administrator Director
175
B.1.32. Indicate whether there is a procedure for directors to engage external consultants and, if so, provide details.
B.2.3. Describe the rules that govern each board committee and their responsibilities..
YES. The procedure is set out in articles 26.3 and 27 of the Board of Directors Rules of Procedure, which are available as provided by law
They are set out in articles 16, 17, 18 and 19 of the Board of Directors Rules of Procedure, (available on the company's web site), which establish the rules of organisation and operation of the Board committees, which are: Delegate Committee, Audit and Compliance Committee and Nomination and Remuneration Committee.
B.1.33. Indicate whether there is a procedure for directors to have the necessary information to prepare for the meetings of the governing bodies with sufficient time and, if so, provide details.
B.2.4. Indicate each committee's powers to advise, consult and delegate: YES. Article 20 of the Board of Directors Rules of Procedure establishes that directors must be provided, sufficiently in advance, with the information to be presented at the Board meeting, duly summarised and prepared. Article 26 of those rules requires directors to obtain such information as may be necessary for them to discharge their duties properly. B.1.34. Indicate if the company's directors have third-party liability insurance.
Delegate Committee: See preceding section of this report. Audit and Compliance Committee: See preceding section of this report. Appointments and Remuneration Committee: See preceding section of this report. B.2.5. Indicate if there are any Board committee regulations, where they can be consulted, and amendments made in the year. Also, indicate if an annual report on each committee's activities has been drafted voluntarily.
YES. The Commmittees do not have specific regulations since they are regulated, as indicated in section B.2.3. above, by the Board of Directors Rules of Procedure. Those rules are available at the company's web site as identified in section B.1.13 above.
B.2. COMMITTEES OF THE BOARD OF DIRECTORS B.2.1.A List the governing bodies:
The Audit and Compliance Commitee has drawn up an annual report on its activities, as required by article 18.8 of the Board of Directors Rules of Procedure, which was presented to the Board of Directors.
Delegate Commitee (10 members; Functions see section B.2.3) Audit and Compliance Committee (3 members. Functions. See section B.2.3.) and Appointments and Remuneration Committee (3 members. See section B.2.3)
B.2.6. If there is an executive committee, state the degree of delegation and the independence given to adopt resolutions on the company's administration and management.
B.2.2. Indicate all the Board of Directors committees and their members:
The powers of the Delegate Committee are set out in section B.2.3. of this report (see article 17.4 of the Board of Directors Rules of Procedure).
• DELEGATE COMMITTEE Mr. Santiago de Ybarra y Churruca Mr. José María Bergareche Busquet Mr. Santiago Bergareche Busquet Mr. Enrique de Ybarra e Ybarra Mr. Alejandro Echevarría Busquet Ms. Catalina Luca de Tena y García-Conde Ms. Soledad Luca de Tena García-Conde MEZOUNA, S.L. Mr. Víctor Urrutia Vallejo Mr. Álvaro de Ybarra Zubiría Mr. Emilio de Palacios Caro
B.2.7. Indicate if the executive committee's composition reflects the composition of the board in terms of director type: Chairman Member Member Member Member Member Member Member Member Member Secretary (not a member)
• AUDIT COMMITTEE Mr. Álvaro de Ybarra Zubiría Mr. Claudio Aguirre Pemán Ms. Soledad Luca de Tena García-Conde Mr. Emilio de Palacios Caro
Chairman Member Member Secretary (not a member)
• NOMINATION AND REMUNERATION COMMITTEE Mr. Mr. Mr. Mr.
176
Alejandro Echevarría Busquet Diego del Alcázar Silvela Víctor Urrutia Vallejo Emilio de Palacios Caro
YES If not, detail the composition of the executive committee. B.2.8. If there is an appointments committee, indicate if all the members are external directors: YES
C. RELATED-PARTY TRANSACTIONS INFORMATION TO BE PROVIDED BY THE FINANCE DEPARTMENT C.1. Detail significant transactions involving a transfer of funds or liabilities between the company or subsidiaries in its group and significant shareholders of the company:
Shareholder name and ID
Company name and ID
Nature
Type
Amount (thousand euro until 31/12/06)
None. Chairman Member Member Secretary (not a member)
177
C.2. Detail transactions involving a significant transfer of funds or liabilities between the company or subsidiaries in its group and directors or executives of the company: Amount Significant shareholder Group company Nature of Type of through 31/12/06 name and ID name and ID relationship transaction (thousand euro)
C.3. Detail the significant transactions between the company and other companies in the group, except those that are eliminated in consolidation or do not form part of the company's normal operations with regard to their purpose and conditions:
ID. no. Atlan Presse, S.A.R.L
VOCENTO, S.A
Professional
Acquisition of own shares
5,613
Mr. José María Bergareche Busquets
VOCENTO, S.A
Professional
Acquisition of own shares
6,038
Company name of the Group
Description of transaction
Amount (thousand euro up to 31/12/06)
Transactions between the company and other group companies were eliminated in consolidation. C.4. Conflicts of interest involving directors of VOCENTO, S.A. Mr. Santiago Bergareche Busquet
VOCENTO, S.A
Professional
Acquisition of own shares
5,883
Ms. María del Carmen Careaga ONCHENA, S.L.
VOCENTO, S.A
Professional
Acquisition of own shares
24,491
Mr. Enrique de Ybarra, administrator of ENERGAY DE INVERSIONES, S.L
VOCENTO, S.A.
Professional
Acquisition of own shares
28,522
Mr. Santiago de Ybarra y Churruca
VOCENTO, S.A
Professional
Removal as Chairman (Provision for life annuity)
3,500
Mr. Diego del Alcázar Silvela
VOCENTO, S.A
Professional
Acquisition of own shares
20
DESARROLLO DE CLASIFICADOS, S.L
Professional
Purchase of 647,019 shares of INFOEMPLEO, S.L. (formerly CÍRCULO DE PROGRESO, S.L)
Mr. Alejandro Echevarría Busquet
VOCENTO, S.A
Professional
Acquisition of own shares
937
Mr. SANTIAGO EGUIDAZU Chairman of NMAS1 (director of VOCENTO until 20//07/06)
VOCENTO, S.A.
Professional
Provision of consulting services
139
Mr. Juan Ignacio Mijangos Ugarte
VOCENTO, S.A
Professional
Acquisition of own shares
453
Mr. Carlos Castellanos Mr. Juan Ignacio Mijangos Mr José María Bergareche Mr Santiago Bergareche CONSULNOR SERVICIOS FINANCIEROS, S.V., S.A
VOCENTO, S.A.
Professional
Sale of content and connectivity
30
Mr. Carlos Castellanos Mr. Juan Ignacio Mijangos Mr. José María Bergareche Mr. Santiago Bergareche CONSULNOR SERVICIOS FINANCIEROS, S.V., S.A.
VOCENTO, S.A.
Mr. Diego del Alcázar Silvela (director) AZÁLVARO, S.L. (a company controlled by him)
7,400
In 2006, one conflict of interest arose that was resolved by disclosure of the conflict from the outset and absention by the director in question from the process and withdrawal from the meeting when the issue was discussed. C.5. Detail the mechanisms established for detecting, determining and resolving possible conflicts of interest between the company and/or its group, and its directors, executive or significant shareholders. a) The procedure for resolving conflicts of interest of persons covered by the VOCENTO, S.A.'s Code of Conduct is regulated in the code itself; article 5.3 establishes that when a situation arises that creates or may create a conflict of interest for a person subject to the Code of Conduct, the person must disclose it immediately to the Corporate Compliance Unit, and provide any information that the Unit requests in order to assess the circumstances of the case; the Unit will forward the issue to the Audit and Compliance Committee for a decision to be made. The person subject to the code who is in a conflict of interest must not participate or influence, directly or indirectly, the transaction or situation in which the conflict arose. b) Additionally, the Board of Directors Rules of Procedure regulate this situation for directors; article 33.2 states that a director must notify the Board of Directors of any situation of direct or indirect conflict of interest arising in connection with the company's interests, so that the situation can be assessed by the Appointments and Remuneration Committee to decide whether or not the situation is compatible with the director's continuance in office.
D. RISK CONTROL SYSTEMS
178
D.1. Describe the risk policy of the company and/or its group, detailing and assessing the risks covered by the system, and justify why those systems conform to each type of risk. In accordance with article 18.6 of the Board of Directors Rules of Procedure, “The risk control and management policy must identify at least the various types of risk (operational, technological, financial, legal, reputational, etc.) facing the company (the financial and economic risks must include contingent liabilities and other off-balance sheet risks); the establishment of the level of risk that the company considers to be acceptable; and the measures envisaged to mitigate the impact of the risks so identified, if they arise." Vocento has formally established a Risk Control System with the following objective: • Identify and evaluate the main risks to the attainment of the Group's objectives, so as to reduce or mitigate them to an acceptable level by implementing the appropriate controls and establishing each risk's importance and likelihood.
Professional
Provision of services as agent of the takeover takeover bid for the acquisition of own shares
133
The Risk Management System comprises the following phases: a) Identification of the risks facing Vocento. The Universal Risk Model is used, which classifies risks into the following categories: • Situational risks, deriving from external factors, which may lead to changes in the group's strategy and objectives. • Process, operational, management, financial, integrity, reputational and technological risks. • Risks relating to information for making strategic, financial and operational decisions based on the impact which incomplete, distorted or erroneous information might have on such decisions.
179
b) Classification of risks based on their importance The importance of risks is defined by their impact and probability. • Impact: degree of negative effect that the occurrence of the risk would have on earnings or business continuity. • Probability: degree of exposure and/or likelihood that the risk will materialise, regardless of whether the controls in place are sufficient and reduce the risk to acceptable levels.
The components of the internal risk control system are as follows: • Evaluation of Risks as a process of identifying, analysing and prioritising the relevant risks to attainment of the internal control objectives. • Establishment of control activities to reduce or mitigate the risks. • Reporting and notification of risks and of the necessary control actions. • Supervision, via mechanisms that ensure that the system (and, therefore, its components) operates effectively and continuously. The responsibilities and functions in this area are as follows:
c) Drafting of Vocento's Risk Map The combination of each risk's impact and probability leads to the Risk Map, which is the basis of the risk management system; its goals are to implement controls in processes that are effective and proportional to the importance and likelihood of each risk, so as to attain an acceptable level of risk (residual risk). Vocent's Management Committee is responsible for reviewing risks each year and establishing acceptable levels of risk. The internal audit unit assists and provides support with this methodology, but it is not responsible for making decisions about exposure to risks.
• Management is in charge of establishing and maintaining the internal control system. • The Audit and Compliance Committee is responsible for checking the system's suitability and integrity. The Internal Audit Unit, under the supervision of the Audit and Compliance Committee, is responsible for conducting a full diagnosis and analysis of the components of the internal control system. The scope and frequency of these reviews is determined by the outcome of the risk evaluation, the aim being to provide reasonable assurance that the Internal Control system is effective and, therefore, attains the aforementioned objectives.
d) Locating risks in processes: Internal Audit Plan The location of the risks in processes where they can be mitigated, via the Vocento risks/processes matrix, leads to the Annual Internal Audit Plan, which is approved by the Audit and Compliance Committee. The Internal Audit Unit reviews and asesses the design and timing of the conrols established in the process included in the Audit Plan and tests the sufficiency of existing controls to cover the risks. If risks are detected that are not reasonably covered by the system, they are reported to the heads of the processes and the General Managers of the group companies with a view to implementing the appropriate controls to reduce or mitigate the impact of the risks through actions, policies and control procedures.
Internal Audit attains this goal through a process of evaluation and continuous improvement of the risk management, control and governance systems. The functions and responsibilities of Internal Audit are set out in the Internal Audit rules approved by the Audit and Compliance Committee. D.3. In the event that any of the risks that affect the company and/or its group have materialised, indicate the circumstances that caused this and if the control systems worked. No risk has materialised.
The Internal Audit Unit keeps the Audit and Compliance Unit punctually informed of the results of audits, the conclusions, the recommendations and their degree of implementation.
D.4. Indicate if there is a committee or other body in charge of establishing and supervising those control measures, and detail their functions.
The Audit and Compliance Committee is the body in charge of supervising the Risk Management System.
Yes; articles 18.3, 18.4 and 18.5 del Board of Directors Rules of Procedure state that the Audit and Compliance Committee is in charge of elaborating upon the functions to be established and supervising these control systems. Those articles also set out the functions entrusted to that body by the Board of Directors Rules of Procedure, which may be obtained at the company's web site: www.vocento.com.
D.2. Indicate the control systems established to assess or reduce the main risks for the company and its group. Vocento's risk control system is a process designed and implemented by the Board of Directors and Management in order to obtain reasonable assurance about the attainment of the following objectives: • Efficacy and efficiency in operations, i.e. that the activities are carried out in accordance with the rules and policies established by the Board of Directors and Management. • Reliability of financial information. • Compliance with the applicable laws and regulations.
D.5. Identify and describe the processes for compliance with the various regulations that affect the company and/or its group. Article 15 of the Board of Directors Rules of Procedure, relating to the Secretary of the Board, establishes the obligation that the Board Secretary supervise the formal and material legality of the Board's actions and ensure that its procedures and rules of governance are respected and reviewed regularly. Article 18.4.3 of the Board of Directors Rules of Procedure states that the Audit and Compliance Committee is responsible for reviewing compliance with the internal codes of conduct and the corporate governance rules. Finally, Vocento has established a supervisory and compiance body, called the Corporate Compliance Unit, which reports to the Audit and Compliance Committee and is managed by and belongs to the Board Secretariat.
180
181
E. SHAREHOLDERS' MEETING
Measures adopted to guarantee the independence and smooth transaction of the General Meeting:
E.1. List the quorums for the shareholders' meeting established in the bylaws. Describe how they differ from the minimum requirements envisaged in the Spanish Corporations Law.
All the measures established in the Annual General Meeting Rules of Procedure, specifically those related to shareholders' right to information (articles 9 and 17), and the publcations on the web site, guarantee the independence of the attendees at the General Meeting, while the measures about taking the floor, participating and consulting established in the Rules of Procedure (article 16) and the powers of the Chairperson to manage the meeting and to speak (article 14.4) protect the good working and transaction of business at the General Meeting. Also, article 14.1 ensures that the Chairperson's duties are fulfilled when he/she is absent, and establishes a hirerachy of deputies for the Chairperson.
Article 12 of Vocento, S.A.'s bylaws establish the following quorums: 1. The General Meeting will be quorate at first call if the shareholders present or represented own at least 25% of voting capital; at second call, it will be quorate regardless of the percentage of capital in attendance. 2. Additionally, for the the ordinary or special General Meeting to validly decide to issue bonds, increase or reduce capital, change the company's form or merge or split it and, generally, make any amendment to the bylaws, it must be attended at first call by at least 50% of subscribed voting capital; at second call, 25% of such capital will suffice.
E.6. Indicate any amendments to the Annual General Meeting Rules of Procedure in the year. The Annual General Meeting Rules of Procedure was approved on 5 September 2006 and was not amended in 2006. E.7. Indicate the attendance of the shareholders' meetings held in the year of this report:
If the shareholders in attendance represent less than 50% of the subscribed voting capital, the resolutions referred to in the preceding paragraph may only be validly adopted with the favourable vote of two-thirds of the capital present or represented at the Meeting.
DATE OF GENERAL MEETING
Therefore, the quorums established in Vocento, S.A.'s Bylaws do not differ from those provided in articles 102 and 203 of the Spanish Corporations Law.
05/09/2006 EXTRAORDINARY GENERAL MEETING
71.25%
8.13%
0%
79.38%
E.2. Describe the system for adopting corporate resolutions. Describe how they differ from the minimum requirements envisaged in the Spanish Corporations Law.
23/05/2006 ORDINARY GENERAL MEETING
72.68%
9.88%
0%
82.56%
Article 14 of Vocento, S.A.'s Bylaws establishes that resolutions are adopted by majority vote, each share having one vote.
E.8. Briefly indicate the resolutions adopted by the general meetings held in the year of this report
Nevertheless, a supermajority (2/3) as envisaged in E.1. above is required to adopt decisions to issue bonds, increase or reduce capital, change the company's form or merge or split it and, generally, make any amendment to the bylawsTherefore, the rules for adoption of resolutions established in Vocento, S.A.'s Bylaws do not differ from those provided in the Spanish Corporations Law.
Extraordinary General Meeting 5/09/2006
E.3. Detail shareholders' rights in relation to shareholders' meetings that differ from those established in the Spanish Corporations Law.
% PRESENT IN PERSON
% REPRESENTED BY PROXY
% DISTANCE VOTING TOTAL
The attendees unanimously approved the following: 1. To approve the application for listing of the Company's shares on the Spanish Stock Exchanges and on the Electronic Market.
The shareholders rights do not differ from those established in the Spanish Corporations Law. Nevertheless, there are certain differences with regard to the right to attend, which are described in section E.9 of this report, and as regards the shareholders' right to information established in article 9 of the Annual General Meeting Rules of Procedure, which include the possibility of receiving information about the General Meeting by electronic or telematic means as determined on the company's web site prior to the Meeting, and the possibility of obtaining information and speaking during the Meeting, as provided in article 17 of the Annual General Meeting Rules of Procedure.
2. To approve the amendments to articles 9, 10, 12, 16, 19, 21 and 24 of the Bylaws and approval of a new Consolidated Text of the Bylaws to adapt them to the situation of a listed company.
E.4. Indicate any measures adopted to encourage shareholders to participate in shareholders' meetings.
4. Approve the remuneration plan for executives and the Executive Director, which will consist solely of a single variable payment tied to the performance of the share over three years, involving at most 1,245,000 shares, of which at most 60,000 shares may be allocated to the Executive Director.
The Annual General Meeting Rules of Procedure establish measures to ensure shareholders' participation in the meeting; specifically, articles 16.3,16.4 and 16.5 of the Annual General Meeting Rules of Procedure organise and ensure shareholder's participation during the Meeting.Those Rules are available on the company's web site: www.vocento.com E.5. Indicate if the position of chairperson of the General Meeting coincides with that of the chairperson of the board of directors. Detail any measures adopted to guarantee the independence and smooth transaction of the meeting:
3. Approval of a public offering of shares by the shareholders and by the company itself, empowering the Board of Directors to determine the conditions for participating in the offering.
5. Approve the resignation, re-appointment and appointment of directors. 6. Approve the General Meeting Rules of Procedure. 7. Report on the Board of Directors Rules of Procedure, which will be approved by the Board of Directors.
YES. 8. Authorise the acquisition of own shares up to at most 5%, at a price not less than the par value and not more than 20% above the market prices, subject to compliance with the other legal limitations and requirements. 9. Authorise the Board of Directors so that, in a period of 5 years, it may increase capital to at most 12,497,030 euro, with the possibility of overriding shareholders' pre-emptive rights.
182
183
Ordinary General Meeting 23/05/2006:
Recommendation 2 is not adopted as it is not applicable: only the parent company is listed (not the subsidiaries).
The attendees unanimously approved the following:
Recommendation 3.a) is not contained in the Company's Rules or Bylaws as its structure makes it inappropriate.
1. Approve the parent company and consolidated financial statements and directors' reports, the proposal for distribution of income, amounting to 40,338 thousand euro, to an interim dividend (8,000 thousand euro), a supplementary dividend (17,000 thousand euro) and the remainder to voluntary reserves, and to discharge the Board of Directors of liability for 2006. 2. Appoint Deloitte, S.L. as auditors of the parent company's and consolidated group's financial statements. 3. Authorise the acquisition of own shares at the price established according to whether the company is or is not listed in the future, subject to the limits and requirements set out in the Spanish Corporations Law. E.9. Indicate the number of shares required to attend the General Meeting and whether there is a restriction in this connection. The Bylaws (article 9) and the Annual General Meeting Rules of Procedure (article 11.1) establish that, to be entitled to attend, a shareholder must own at leat 50 shares and be their owner of record in the related book entry registers five days before the date scheduled for the Meeting; he/she must also obtain an attendance card. Nevertheless, shareholders owning fewer than 50 shares may group their shares and grant proxy to one of their number. E.10. Indicate and explain the company's policy on delegating votes in the General Meeting. Delegations must be to another shareholder of the Company and be given in writing by any means of communication that provides assurance of the shareholders' identity, specifically for each meeting, and must be accompanied by the agenda, giving instructions as to how to vote. Votes may not be delegated to more than one person.
As for Recommendation 8, regarding powers of the Board of Directors that cannot be delegated, the recommendation advises an exception to items b) and c) to allow such powers to be delegaed to the Delegate Committee but only in cases of emergency and subject to subsequent ratification by a plenary meeting of the Board of Directors; the Company prefers not to limit this delegation to the Delegate Committee so strictly as it considers that such delegation may take place subject to subsequent disclosure to a plenary meeting of the Board of Directors. This is justified by the size of the Board of Directors (15 members) and the Company's existing practices, in which the Delegate Committee plays a decisive role in the business. Recommendation 9 is practically adopted by the Company since the Board of Directors Rules of Procedure establish a maximum of 16 directors, and Vocento currently has 15 directors after the resignation of Mr. Juan Entrecanales Azcárate, whose vacancy has yet to be filled. Recommendation 13 is not adopted by the Company because of the large number of directors and of significant shareholders represented on the board. There are 15 directors, three of whom are independent, which is considered to be sufficient in view of the Company's ownership structure. The company did not consider Recommendation 17 as the Chairman of VOCENTO, S.A. is not the Chief Executive, as provided in article 14.1 of the Board of Directors Rules of Procedure. Recommendation 40 is partly implemented in article 28.4 of the Board of Directors Rules of Procedure, which establishes that the Annual Report on Remuneration Policy must be referred to the General Meeting, but it is not voted by the meeting as a separate item on the agenda. Recommendation 54, that the majority of members of the Appointments and Remuneration Committee be independent directors, has not been adopted by the Company on the grounds that, since a large number of shareholders are represented on the Board, they should also be represented on the Committee.
Delegations may always be revoked; the principal's attendance in person at the General Meeting or his/her use of distance means of voting is deemed to be a revocation. E.11. Indicate if the company is aware of the institutional investors' policy of participation in company decisions: NO. E.12. Indicate the web site and the way in which to access corporate governance content on the company's web site. All the corporate governance information is available on the web site: www.vocento.com, under the "Shareholders and Investors Information" - "Corporate governance".
F. CORPORATE GOVERNANCE RECOMMENDATIONS
G. OTHER INFORMATION OF INTEREST Since the company was listed on 8 November 2006, the Prospectus for the Public Offering of Shares and Listing, approved by the Comisión Nacional del Mercado de Valores on 20 October 2006, contains more detailed information than this report and may be consulted for any other matter of interest. The related party transactions reported in section C.2. between Mr. Carlos Castellanos Borrego, Mr. Juan Ignacio Mijangos Ugarte, Mr. José María Bergareche Busquet and Mr. Santiago Bergareche Busquet in connection with CONSULNOR SERVICIOS FINANCIEROS S.V., S.A. refer to a single transaction in which that company provided financial services to this Company as an agent in the offer to buy own shares prior to the public offering referred to in the preceding paragraph. • This annual corporate governance report was approved by the company's Board of Directors on 28 February 2007.
VOCENTO, S.A. was listed on the Spanish Stock Exchanges on 8 November 2006; during that process, it approved its Annual General Meeting Rules of Procedure, Board of Directors Rules of Procedure, and Code of Conduct in connection with the Securities Markets. The Rules and Code contain most of the recommendations of the Unified Code of Corporate Governance for Listed Companies. Nevertheless, below are detailed the recommendations not adopted by the company, and the reasons:
184
185
Addresses VOCENTO
ABC
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 743 81 04 Fax: 91 320 39 95
Chairman Santiago de Ybarra y Churruca
Chief Financial Officer José Manuel Vargas Gómez
Vice - Chairman & Chief Executive Officer José María Bergareche Busquet
General Manager – Print Media Iñaki Arechabaleta Torróntegui
Polígono Industrial Torrelarragoiti 48170 Zamudio (Vizcaya) Telephone: 94 452 36 35 Fax: 94 452 14 20
Vice - Chairman Enrique de Ybarra e Ybarra
General Manager – Internet and other Fernando Samaniego Ruiz de Infante
Vice - Chairman Catalina Luca de Tena García-Conde
PRINT MEDIA ABC: José Luis Romero Regional Multimedia:: Deputy General Manager Print Media: Santiago Ortega Barba Deputy General Manager Print Media: David Martínez Gutiérrez
Chairman and Editor: Catalina Luca de Tena García-Conde
Chief Financial Officer: Jorge Ortega Caballo
General Manager: José Luis Romero
Marketing Manager: F. Javier Caballero Urquizu
General Manager – Development: Emilio Ybarra Aznar
Technical Manager: José Cañizares Fernández
General Manager – Audiovisual Víctor Viguri Flores
Editor: José Antonio Zarzalejos Nieto
Human Resources Manager: B. Raquel Herrera García
Board Secretary Emilio de Palacios Caro
Chief Commercial Officer Ángel Doménech Linde
Deputy Editor: Eduardo San Martín
General Manager abc.es: Roberto de Celis
Managing Director Juan Ignacio Mijangos Ugarte
General Manager – Publishing Ángel Arnedo Gil
Deputy General Manager Santiago Alonso Paniagua
Head of Internal Audit Enrique Marzal López
AUDIOVISUAL
DIVERSIFICATION AND INTERNATIONALISATION
General Manager Digital and Local TV: José María Martín Guirado General Manager Punto Radio: Héctor Casado Caballo General Manager Veralia: Imanol de Cristóbal Díaz de Tuesta
Marketing Manager: Laura Múgica Codina
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 339 90 00 Fax: 91 320 92 55 www.abc.es
ABC SEVILLA C/ Albert Einstein, s/n 41092 Isla de la Cartuja – Sevilla Telephone: 95 448 86 00 Fax: 95 448 86 24
Chairman: Catalina Luca de Tena García-Conde
Administration Manager: Juan José Bonillo
General Manager: Rafael Bravo
Production Manager: Marcial Martínez Trigo
Editor: Álvaro Ybarra Pacheco
Sales Manager: Javier Resa
Deputy Editor – ABC Córdoba: Fernando Del Valle
Marketing Manager: Fernando Rebollo
Manager: Felipe Del Cuvillo
Manager – Radio & TV: Jesús Plata Casas
ABC ARAGÓN
ABC CÓRDOBA
ABC VALENCIA
Plaza de Aragón nº 10, 7º, 1ª oficina 50004 Zaragoza Telephone: 976 29 13 14 Fax: 976 29 00 37
C/ Conde de Gondomar, 9 – 3ª Plta. 14003 Córdoba Telephone: 957 49 76 75 Fax: 957 49 63 02
Pza. Ayuntamiento, 19 – 3º A 46002 Valencia Telephone: 96 351 37 99 Fax: 96 351 37 69
Managing Director New Technology: Luis Andreu Serrano Technological Innovation Department: Carlos Ezquerro Managing Director Investees: Luis Iparraguirre Ovejero Marketing Manager: Juan Luis Moreno Ballesteros
Taller de Editores: José Luis Castelló Plana
FINANCIAL DEPARTMENT
PUBLISHING DEPARTMENT
SALES
ABC CANARIAS
ABC GALICIA
ABC CASTILLA Y LEON
Administration Manager: José María Vidal Andrés
General Editor: Francisco Beltrán Urcelay
General Manager CMVocento: José Luis Hazas Guerra
Purchasing Manager: Jesús Cuerdo Peña
Head of News: Rogelio Rodríguez Blanco
Marketing Manager Vocento: Álvaro Rodríguez Guitart
Calle Los Balcones, 8 Of.5 35001 Las Palmas de Gran Canaria Telephone: 928 33 03 42 Fax: 928 33 23 10
C/ Antonio Gómez Vilasó, 3 – 1º B 15702 Santiago de Compostela (La Coruña) Telephone: 981 52 19 52 Fax: 981 52 22 91
Plaza de la Rinconada, 9 –3ºB 47001 Valladolid Telephone: 983 37 40 51 Fax: 983 38 04 53
ABC CATALUÑA
ABC TOLEDO
Paseo de Gracia, 84 – 8ª Plta. 08008 Barcelona Telephone: 93 272 16 10 Fax: 93 487 91 28
C/ Barrio Rey, 9 –1º 45001 Toledo Telephone: 925 28 44 07 Fax: 925 22 61 73
Financial Planning Manager: José Antonio Ansede
Head of Editorial Content Kepa Aulestia Urrutia
Controller: Jesús González Cieza Investor Relations Manager: Beatriz Puente Ferreras Human Resources Manager Ignacio Bernabéu de Yeste y Sala Systems Manager: Iñaki Ballano Olano
186
Legal Counsel: Emilio de Palacios Caro External Relations Manager: María Vega de Seoane Communication Manager: Luisa Alli Turrillas
187
LA VERDAD
EL CORREO Pintor Losada, 7 48004 Bilbao Telephone: 94 487 01 00 Fax: 94 487 01 11 www.elcorreodigital.com
Chairman: Santiago de Ybarra Churruca
Chief Financial Officer: Ignacio Caballero Badiola
General Manager: Iñigo Barrenechea Lombardero
Manager – El Correo Digital: María Goti Ciprián
Chief Editor: Juan Carlos Martínez
Manager Álava: Javier Doval
Deputy Chief Editor: José Miguel Santamaría
Chairman: José Antonio Lozano Teruel
Chief Financial Officer: Carlos Atienza Fuentes
General Manager: Daniel Gidrón Sánchez
Sales Manager: Ricardo Villar Muñoz
Chief Editor: José María Esteban Ibáñez
Manager CM Levante: Cristina Calzón Dilla
Sales Manager: Alfonso Garai Aldecoa
Deputy Chief Editor: Mariano Caballero Carpena
Audiovisual Manager: Inmaculada Fernández Sánchez
Editor: Javier Cortés
Manager Audiovisual: María José Elguea
Editor: José Carreres Lliso
Audiovisual Manager: Antonio Semitiel García
Editor: Pedro Ontoso
Manager Álava 7 TV: Antonio Barrena
Marketing Manager: José Manuel Jiménez Romera
Manager La Verdad Digital: Juan Diego Sastre Sánchez
Manager: Ignacio Pérez Alonso
Manager Bilbao newsroom: Marta Pascual Andicoechea
Marketing Manager: Carmen Manrique González
Manager La Guía Comercial: Javier Garcinuño
Controller and Human Resources Manager: Mª Carmen Valentín Asta
Camino Viejo de Monteagudo, s/n 30160 Murcia Telephone: 968 36 91 00 FAX: 968 36 91 47 www.laverdad.es
Manager CM Norte S.A: Alfredo Sánchez García
IDEAL
EL DIARIO VASCO Camino de Portuetxe, 2 20018 San Sebastián Teléfono: 943 41 07 00 Fax: 943 41 08 16 www.diariovasco.com
Chairman: José Andrés Morenodávila Hernández
Human Resources Manager: Mª Angustias Cañete Comba
General Manager: Diego Vargas García
Chief Financial Officer: Julián Fernández León
Chief Editor: Eduardo Peralta de Ana
Marketing Manager: Pablo Madina Martínez
Manager – Audiovisual: Leandro Irazusta
Editor: Esteban de las Heras Balbás
Technical Manager: Antonio Carlos Castillo Jiménez
Editor: Juan Mari Gastaca
Sales Manager: Javier Yurrita
Editor: Félix Lázaro Rivadulla-Bao
Manager CM Andalucía S.L.U: Jorge Artero Núñez
Editor: Sebastián Valencia
Technical Manager: Marcial Ezponda
Controller: Jesús Torre Ramos
Manager Teleideal: Salvador Blanco López
Manager – CM DV Multimedia: Iñigo Ibarnegaray
Labour Relations Manager: Mercedes Oyarzábal Valoria
Chairman: Mariano Linares Argüelles
Chief Financial Officer: Miguel Ángel Terán Orovio.
Chairman: Pelayo Moreno Sánchez
Technical Manager: Dolores Benegas
General Manager: Manuel Campillo Álvarez
Technical Manager: Alfonso Sánchez Villegas
General Manager: José Luis Pastor
Chief Financial Officer: Juan Francisco Torres Carvajal
Chief Editor: Manuel Ángel Castañeda Pérez
Manager – CM Cantabria: Julián Pelayo Valdeolivas
Chief Editor: José Luis Sánchez-Izquierdo Aguirre
Manager Internet: Miguel Ángel Jaraiz
Deputy Chief Editor: José Emilio Pelayo Valdeolivas
Internet Manager: José Antonio Teixeira Vitienes
Editor Badajoz: Manuel García Carmona
Manager Telefrontera: Ignacio Córdoba
Editor: Jesús Serrera Ranero
Audiovisual Manager: Ángel Quintos Ríos
Editor Cáceres: Juan Domingo Fernández Gómez
Manager CM Extremadura: Jaime Fernández de Tejada
Marketing Manager: Juan Manuel Higuera Casanueva
Audiovisual Manager: Javier Rodríguez Cordero
Sales and Marketing Manager: Antonio Pitera Corraliza
Chairman: Santiago de Ybarra Churruca
Marketing Manager: Iñigo Espinosa Vera
General Manager: Fernando Berridi de Quevedo
Manager – Digital Vasca: Iñigo Kortabitarte Hidalgo
Chief Editor: José Gabriel Mujika Migueliz
Chief Financial Officer: Jesús Oscar Corchón Zamora
Deputy Chief Editor: Pedro Gabilondo
EL DIARIO MONTAÑÉS Calle de la Prensa, s/n - La Albericia 39012 Santander Telephone: 942 35 40 00 FAX: 942 34 10 07 www.eldiariomontanes.es
188
C/ Huelva , 2 - Pol. Asegra 18210 Peligros (Granada) Telephone: 958 80 98 09 Fax: 958 40 24 20 www.ideal.es
HOY Carretera de Madrid-Lisboa, 22 06008 Badajoz Telephone: 924 21 43 00 Fax: 924 20 53 20 www.hoy.es
189
SUR Avda. Doctor Marañón, 48 29009 Málaga Telephone: 95 264 96 00 Fax: 95 264 96 73 www.diariosur.es
EL COMERCIO Chairman: Rafael González-Gallarza Morales
Technical Manager: Fernando de Gálvez Pérez
General Manager: Juan J. Soto Bermúdez
Controller: Hugo Ferré Ruiz
Chief Editor: José Antonio Frías Ruiz
Manager Canal Málaga: Carlos Blanco de Ondarza
Publications Editor: Pedro Luis Gómez Carmona
Chairman: José Mª González Fernández
Editor "La Voz de Avilés": Juan Manuel Wes López
General Manager: Julio Maese Guisasola
Marketing Manager: Nuria Cosío Fernández
Chief Editor: Íñigo Noriega Gómez
Manager: Gregorio Ezama Meabe
Manager Punto Radio SUR: Francisco García Muñoz
Deputy Chief Editor: Benjamín Lana Velasco
Technical Manager: Fernando Malumbres Marín
Editor: Julián Quirós Monago
Manager CM Sur: Íñigo Gómez Damborenea
Editor: Ángel Miguel González Bermúdez
Manager CM Asturias: Julio Valle Ruiz
Manager: Jesús Terreros Andreu
Manager Sur Digital: Federico Moret
Manager: Gregorio Ezama Meabe
Calle del Diario EL COMERCIO, 1 33207 Gijón Telephone: 985 17 98 00 Fax: 985 34 09 55 www.elcomerciodigital.com
Marketing Manager: Joaquín Cestino Castilla
LA VOZ DE CÁDIZ
LA RIOJA Vara del Rey, 74 26002 Logroño Telephone: 941 27 91 07 Fax: 941 27 91 06 www.larioja.com
Chairman: Luis de Mora-Figueroa Dingwall-Williams
Controller: Catalina Sustacha Duñabeitia
General Manager: Antonio González García
Sales Manager: Juan Carlos Vega Longueira
Audiovisual Media Manager: Javier Blanco Rovira
Chief Editor: Mª Eulalia González-Santiago Guerrero
Marketing Manager: Alejandro Grosso Romero
Editor: Julián Iñigo Boillos
Manager Rioja Medios: Pablo Amillano Urdampilleta
Editor: Manuel Castillo López
Technical Manager: José Alberto Ortega Díaz
Controller: Ángel de las Heras Gonzalo
Editor La Rioja.com: Ramón Alonso Aranegui
Editor Jerez: Francisco Javier Benítez Zúñiga
Chairman: José Ignacio Achiaga López
Technical Manager: Javier Asín Bermejo
General Manager: Jesús Alloza Moya
Marketing Manager: Elvira González-Ripa Sabrás
Chief Editor: José Luis Prusén de Blas
Edifico Glorieta 4º planta Glorieta Zona Franca s/n 11011 Cádiz Telephone: 956 24 09 00 Fax: 956 25 32 16
Multimedia Systems Manager: Enrique Medrano Llorente
EL NORTE DE CASTILLA Vázquez de Menchaca, 10 Pol. Argales 47008 Valladolid Telephone: 983 41 21 00 Fax: 983 41 21 32 www.nortecastilla.es
LAS PROVINCIAS Chairman: Alejandro Royo-Villanova Paya
Chief Financial Officer: María Teresa Zamorano Marcos
General Manager: Alfonso Domínguez-Guilarte Villar
Technical Manager: Miguel Álvarez Crespo
Chief Editor: Carlos Roldán San Juan
Manager CM Castilla y León: Manuel Salgado
Editor: José Luis Lloret Díez de Rivera
Manager Norte de Castilla Digital: Francisco Javier Escribano
Editor: Carmen Gutierrez
190
Polígono Industrial Vara de Quart C/ Gremis, 1 46014 Valencia Telephone: 96 350 22 11 Fax: 96 359 01 88 www.lasprovincias.es
Chairman: Guillermo Zarranz Doménech
Administration and Finance Manager: Miguel Iparraguirre Ovejero
General Manager: Jesús Sérvulo González Sánchez
Institutional Relations Manager: Francisco Pérez Puche
Chief Editor: Pedro Ortiz Simarro
Marketing Manager: Carlos Rial Castañeda
Editor: Jesús Coello Matesanz
Technical Manager: José Mª Seguí Aroca
Editor: Pedro Briongos Velasco
Manager – Radio: Alfonso Quiñones Romero
Organisation and Human Resources Manager: Pedro Tello Láinez
Sales Manager: Jesús García Valcarce Manager – TV: Juan Candela López
191
CMVOCENTO José Abascal, 56 - 2º 28003 Madrid Telephone: 91 456 47 17 Fax: 91 456 47 04 www.cmvocento.com
PUNTO RADIO General Manager: José Luis Hazas Guerra
Internet Manager: Juan Ramón Rodríguez
Deputy General Manager: Jesús Quesada Moya
Manager Special Activities: Fernando Gómez-Acebo
Manager Print Media: Jaime Luca de Tena
Regional Coordination Manager José Barrenechea
Manager Magazines: Liliana Maguregui
Chairman: José Mª Bergareche Busquet
Technical Manager: Luis Arbide
General Manager: Héctor Casado
News Manager: Javier Fernández Arribas
Deputy General Manager: Pilar Pareja
Communications Manager: Mónica Pérez Callejo
Head of Field Offices: César Perez Díaz
Head of Programmes and Broadcasting: Francisco Gandoy
Manager Newspapers: Iñigo Merino
Manager Catalonia Field Office: Juan Francisco Pérez Pretel
Head of Syndicated Broadcasters: Iñaki Tellechea
Chief Financial Officer: Dolores Catena Editor – Madrid local station: Agustín Herranz
Manager Newspaper Supplements: José Manuel Saco
Manager CMMadrid: Fátima Martínez
Manager Audiovisual Media: Fernando Bonsoms
Sales Manager: Isidoro Tapia Lorenzo
Manager TV: José Raul González
Marketing Manager: María Lizarraga Chief Financial Officer: Manuela Tribaldos Candel
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 339 95 35 Fax: 91 320 29 72 www.puntoradio.com
TELECINCO Ctra. de Irún, Km. 11.700 28049 Madrid Telephone: 91 396 63 00 www.telecinco.es
Managing Directors: Paolo Vasile and Giuseppe Tringali
Chairman: Santiago Alonso Paniagua
Manager: María José Romero San José
Content Manager: Manuel Villanueva
General Manager: José Luis Castelló Plana
Chief Financial Officer: José Meseguer Martín
General Secretary: Mario Rodríguez
Manager: Mara Malibrán Vieytz
Technical Manager: José Carlos Martín Ruiz
Head of Publications: Miguel Larrea Zabalegui
BOCABOCA PRODUCCIONES
XLSEMANAL
MH MUJER HOY
TE-CORP
Claudio Coello, 17 Bis 28001 Madrid Telephone: 91 566 15 00 Fax: 91 566 15 15 www.bocaboca.com
www.xlsemanal.com
www.mhmujer.com
Chief Editor: Jacinto Pérez Iriarte
Chief Editor: Mar Cohnen Torres
Chief Editor: Yolanda Aguilar
Editor: Ana Tagarro
General Manager Atlas Business Development: Chema Bautista General Manager Telecinco News: Pedro Piqueras Communications and External Relations Manager: Mirta Drago
Chairman and Managing Director: César Benítez
Production Manager: Tino Pont
Development, Marketing and Sales Manager: Alfredo Ereño
Entertainment Manager: Susana García
Chief Financial Officer: Ángel Turrión
Legal counsel: José María García
MI CARTERA DE INVERSIÓN Chief Editor: Rafael Rubio Gómez-Caminero
XLSEMANAL TV
COLPISA
Chief Editor: Elena Castelló
www.colpisa.com
Editor: Manuel Moreno Capa
Chief Editor: Rogelio Rodríguez Blanco
MOTOR 16
Editor: Luis Fernando Rodríguez Guerrero
Chief Editor: Ángel Carchenilla Barrios Deputy Chief Editor: Javier Montoy
192
Chairman: Alejandro Echevarría Busquet
Administration and Operations Manager: Massimo Musolino
TALLER DE EDITORES José Abascal, 56 - 1º 28003 Madrid Telephone: 91 456 46 00 Fax: 91 456 47 00 www.tallerdeeditores.com
Promotion and Marketing Manager: Jaime Chico Barbier
GRUPO EUROPRODUCCIONES Virgilio, 5 Ciudad de la Imagen 28223 Pozuelo de Alarcón, Madrid Telephone: 91 512 98 00 Fax: 91 512 98 20 www.europroducciones.com
Managing Director General Manager: Carlo Boserman Planning and Finance Manager: José Mª Santalices General Manager Euroservice: Julio Pérez General Manager Euro Ficción and Head of Fiction Europroducciones TV: Carlos Orengo
Head of Entertainment Europroducciones TV: Amato Pennasilisco Deputy General Manager Europroducciones TV and International Manager: Stefano Torrisi
193
VIDEOMEDIA VIDEOMEDIA José Isbert, 2 Ciudad de la Imagen 28223 Pozuelo de Alarcón, Madrid Telephone: 91 512 80 00 Fax: 91 512 80 17
VOCENTO MEDIA TRADER Chairman and Managing Director: Jorge Arqué Ferrari
General Manager Image and Services: José Antonio Vega
General Manager: Francisco Pérez Beneroso
Head of Fiction: Mireia Acosta
Chief Financial Officer: Jaime Díaz
Head of Entertainment: Daniel Acuña
Technical Manager: Ángel Fernández
Manager Italy: Alessandro Ipolito
TRIPICTURES Enrique Jardiel Poncela 4 28016 Madrid Telephone: 914009920 Fax: 915749005
General Manager: Felipe Ortiz
Distribution Manager: José Hueva
Chief Financial Officer: Juan Ortiz
Marketing Manager: Luis Ortiz
Parque Tecnológico de Zamudio, Edif. 105, pl. 1ª 48170 Zamudio (Vizcaya) Telephone: 94 431 70 33 Fax: 94 431 70 45 www.vocentomediatrader.com
General Manager: Javier Font
New Activities Manager: Alfonso Nogales
Digital Services Manager: Nuria Álvarez
Business Development Manager: Ricardo Ducazcal
CIMECO
COMECO IMPRESIÓN. S.L
Avda. Córdoba, 939-4º Piso 15054 Buenos Aires (Argentina) Telephone: + 54 11 41 31 03 04 Fax: + 54 11 41 31 03 48
Polígono Industrial Torrelarragoiti, P6 B1 48170 Zamudio (Vizcaya) Telephone: 94 452 34 00 Fax: 94 452 01 71
SOCIEDAD VASCONGADA DE PRODUCCIONES, S.L
General Manager: Laura Ge
General Manager: José Ramón Rojas Miguel Controller: Daniel Díaz de Guereñu Fernández
ONDA SEIS C/ Virgilio nº 5 Ciudad de la imagen 28223 Pozuelo de Alarcón, Madrid Telephone: 91 339 90 06 Fax: 91 393 15 69 www.onda6.com
General Manager: Juan Carlos García Gutiérrez
Production Manager: Patricia Ordóñez
Sales Manager: María José Dorado Rodríguez
Administration Manager: Patricia Nombela
PUNTO TV c/ Virgilio nº 5 Ciudad de la imagen 28223 Pozuelo de Alarcón, Madrid Telephone: 91-339-90-06 Fax: 91-393-15-69
Chief Operations Officer Local Television: Valentín Prieto
Network Manager Local TV broadcasters: José Mª Moreno Peña
GRATUITOS DE CORPORACIÓN DE MEDIOS
BILBAO EDITORIAL PRODUCCIONES, S.L
Avenida San Adrián, 26 48003 Bilbao Telephone: 94 410 46 60 Fax: 94 410 43 19
Polígono Industrial Torrelarragoiti, P6 B1 48170 Zamudio (Vizcaya) Telephone: 94 452 34 00 Fax: 94 452 01 71
Manager: Idoia Iruretagoyena Valle
General Manager: Luis García Loira
Camino de Portuetxe, 2 20018 San Sebastián Telephone: 943 41 07 00 Fax: 943 41 08 07 General Manager: Juan Rodríguez Laburu
Technical Manager: Cristina Torres Torres
BERALÁN URBE TV Bruc, 140, bajos. 08037 Barcelona Telephone: 93 476 68 90 Fax: 93 476 68 91
Manager: Enric Rojas
Production Manager: Silvia Soler
Sales Manager: Antonio Conesa
194
General Manager: Sebastián Barinaga-Rementería Badiola
Chief Operations Officer: Jose Miguel Iriondo
Deputy General Manager – Beralán: Alberto C. Guisado Velarde
Chief Financial Officer: Gentzane Belaustegigoitia Izagirre
Manager: Francisco Javier Landa Etxeberria
Sales Manager: Francisco Arrese
General Manager: José Luis de la Guerra
Chief Operations Officer: María Jesús de la Pinta
Sales Manager: Jesús María Hoya
Human Resources Manager: Elías Maiztegui
SECTOR MD
SARENET Parque Tecnológico Edif. 103 48170 Zamudio - Vizcaya Telephone: 94 420 94 70 Fax: 94 420 94 65 www.sarenet.es
Poligono Industrial Igarategi , nº 58, 20130 Urnieta (Guipuzcoa) Telephone: 943 30 04 32 Fax: 943 30 00 04
Managing Director: Roberto Beitia Bastida
Chief Financial Officer: Karen Tegethoff
General Manager: José Mª Fernández Bilbao
Marketing Manager: Charo Arranz
Technical Manager: Alberto Álvarez López
Sales Manager: Jon Arberas Uriondo
Kareaga, 55 48903 Barakaldo (Vizcaya) Teléfono: 94 490 06 11 Fax: 94 490 19 99
Chief Financial Officer: Tomás Odriozola
195
DISTRIRUTAS Avda. de la Industria, 22 28820 Coslada-Madrid Telephone: 91 673 57 60 Fax: 91.672.78.02
LA TRASTIENDA DIGITAL General Manager: Luis Manuel Díaz Pérez
Parque Tecnológico Edif. 105 48170 Zamudio - Vizcaya Telephone: 94 431 77 30 Fax: 94 431 87 66
Manager: Tomás Martínez Mínguez
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 913399000 www.latrastiendadigital.com
General Manager: Luis González Escribano Controller: Cristina Fernández Iriarte Purchasing and Logistics Manager: Kepa Fernández Internet Development Manager: Ruth Guerrero
COTLAN 900 Edificio Metroalde Carretera Bilbao-Galdacano, 6 - A-3º 48004 Bilbao Telephone: 94 459 86 20 Fax: 94 459 88 14
Manager: Marta Arnáiz
Sales: Alfonso Ubeda
Technical Manager: Roberto González
Production: Gorka Aramburu
Call Center Manager: Amaia de Juan
FUNDACIÓN VOCENTO
MASTER EN PERIODISMO EL CORREO/ UPV
C/ Pintor Losada, 7 48004 Bilbao Telephone: 94 487 01 00 Fax: 94 411 83 54
C/ Pintor Losada, 7 48007 Bilbao Telephone: 94 487 01 00 Fax: 94 473 33 20 www.masterelcorreo.com
ADVERNET
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 743 81 04 Fax: 91 320 39 95
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 339 90 00 Fax: 91 441 42 40 www.advernet.es www.ozu.es
Chief Editor: Fernando García de Cortázar
196
Juan Ignacio Luca de Tena, 7 28027 Madrid Telephone: 91 339 90 00 Fax: 91 441 42 40 www.hoycinema.com www.hoymotor.com www.hoyinversion.com
Editor Última hora: Guiomar del Ser
General Manager – Autocasión: Nicolás Cantaert, Federico Cantaert
Editor Hoycinema: Atala Martín
General Manager – Habitatsoft: Albert Rof
Editor Hoymotor: Carlos Lera
General Manager – Unoauto: Juan I. Ruiz Jimeno
INFOEMPLEO
STEINBERG Y ASOCIADOS
Pº Castellana, nº 70. 1º planta 28046 Madrid Telephone: 91 782 38 40 Fax. 91 562 31 74
Álvaro Caballero, 29 – 2º 28023 Madrid Telephone: 91 710 27 20 Fax: 91 372 84 69
Chairman: María Benjumea Cabeza de Vaca
Managing Director: Víctor Steinberg
General Manager: Rafael Vidal
General Manager: Pablo Santos
Editor Hoyinversión: Macarena Villarrubia
Director: Jesús Canga Coordinator: Yenofa Arteche
Chairman: Enrique de Ybarra e Ybarra
EL NOTICIERO DE LAS IDEAS
ALIANZAS Y NUEVOS NEGOCIOS S.L.
Manager: Juan Luis Alonso Regional Manager: Marcos Enríquez
197
Notes
198
199
Notes
200
Additional information about Vocento: Juan Ignacio Luca de Tena, 7 28027 Madrid - Spain Tel.: 91 743 81 04 Fax: 91 320 39 95
[email protected]
Publisher: Vocento Creative concept and design Álvaro Reyero Pita Jacobo Bergareche Mendoza Production management see the change Translation Versalia
Depósito legal: M-31018-2007 Printed in Spain
Milestones • 1875
El Noticiero Bilbaíno
• 1891
“Blanco y Negro”
• 1903
ABC (weekly), subtitled “Crónica Universal Ilustrada”
• 1909
Prensa Española, S.A. founded
• 1910
El Pueblo Vasco
• 1929
ABC Sevilla
• 1938
El Correo Español-El Pueblo Vasco
• 1945
Bilbao Editorial, S.A founded
• 1948
Acquisition of El Diario Vasco
• 1984
Acquisition of El Diario Montañés
• 1988
Acquisition of Ideal (Granada)
• 1988
Acquisition of La Verdad (Murcia)
• 1988
Acquisition of Hoy (Extremadura)
• 1990
Acquisition of Sur (Málaga)
• 1993
Acquisition of La Rioja
• 1994
Acquisition of El Norte de Castilla (Valladolid)
• 1995
Acquisition of El Comercio (Asturias)
• 1996
Acquisition of La Voz de Avilés
• 1996
Acquisition of 25% of Telecinco
• 1996
Acquisition of Sarenet
• 1996
Acquisition of 53% of Taller de Editores
• 1999
International expansion: acquisition of 33% of Cimeco, the company which owns La Voz del Interior and Los Andes
• 1999
Acquisition of 30% of Europroducciones
• 2000
Acquisition of 36% of Las Provincias
• 2000
El noticiero de las ideas
• 2000
Acquisition of Inversión magazine
• 2000
Nationwide digital terrestrial television (DTT) licence (Net TV)
• 2001
Grupo Correo merged with Prensa Española
• 2003
Group renamed as Vocento
• 2004
Punto Radio launched
• 2004
Launch of La Voz de Cádiz
• 2005
Focus on local television and DTT. Launch of second DTT channel: Punto TV Fly Music
• 2005
Restructuring of Veralia, the production holding company
• 2006
Acquisition of control of Las Provincias
• 2006
Positioning in Classified Ads
• 2006
Vocento listed on the stock market
