42. EXTERNAL AUDITOR IDENTIFICATION
EDPR’s External Auditor is, since the year 2007, KPMG Auditores S.L., a Spanish Company, whose partner in charge of EDPR’s accounts auditing is Mrs. Ana Fernández Poderós. KPMG Auditores S.L. is registered at the Spanish Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153.
43. NUMBER OF YEARS OF THE EXTERNAL AUDITOR
KMG Auditores S.L. and the partner in charge of EDPR’s accounts auditing have carried these duties for the last seven consecutive years.
44. ROTATION POLICY
According to CMVM’s Recommendation IV.3 of its 2013 Corporate Governance Code, the companies shall support auditor rotation after two or three terms whether four or three years, respectively. According to the Spanish law, the partner responsible for the auditing and signing of the accounts has a limited term of office of seven consecutive years. As of December 31st, 2013, KPMG Auditores S.L. has ended its seventh (7th) consecutive year as EDPR’s External Auditor, therefore there has been no need to rotate yet the auditor, according to Recommendation IV.3 of the Portuguese Corporate Governance Code.
45. EXTERNAL AUDITOR EVALUATION
The Audit and Control Committee is responsible for the evaluation of the External Auditor according to the competences granted by its Regulations. The evaluation of the Audit and Control Committee is made once a year. Nevertheless, the Audit and Control Committee establishes a permanent contact throughout the year with the external auditor to assure the conditions, including the independence, adequate to the services provided by them, acting as the Company speaker for these subjects related to the auditing process, and receiving and maintaining information on any other questions regarding accounting subjects. In 2013, according to the Audit and Control Committee’s competences and in line with Recommendations II.2.2, it was the first and direct recipient and the corporate body in charge of the permanent contact with the external auditor on matters that may pose a risk to their independence and any other matters related to the auditing of accounts. It also receives and stores information on any other matters provided for in legislation on audits and in auditing standards in effect at any time.
46. NON-AUDIT SERVICES CARRIED OUT BY THE EXTERNAL AUDITOR
According to the rules described on topic 29 of this Report, In EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection non-audit services according to Article 8, no 2, g) of the Audit and Control Committee Regulations.
Below are the details of non-audit services provided during 2013 by the External Auditor for EDPR’s business units:
- Tax and accounting due diligence services as well as tax structuring;
- Advising and structuring services in relation to the transfer to China Three Gorges of certain minority participation in determined assets in EDPR;
- KPMG’s assistance in the process of IRS tax examination;
- KPMG’s assistance in the process of IRS tax examination for the 2009 tax year;
- Tax services to prepare six technical memos on PTC qualification for six wind farms;
- Non-accounting consultancy related to the process of financial restructuring for the creation of EDPR Servicios Financieros;
- Technical support on the evaluation of potential accounting and tax impact due to the company restructuring of EDP Renováveis Portugal, SA.
The reasons for the engagement of the above mentioned services are mainly for i) a better knowledge of the business group and the fiscal questions related to its activity assuring an appropriate knowledge of the relevant information which favours a better flexibility and efficiency to answer to these questions, and ii) the engagement of these services didn’t put in risk the independence of the External Auditor considering the measures applied to safeguard the independence of the External Auditor.
47. EXTERNAL AUDITOR REMUNERATION IN 2013